UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________


FORM 20-F
(Mark One)
 
 
o
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended December 31, 2011
OR
 
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
OR
 
 
o
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 

 
Commission file number: 001-10306
 
THE ROYAL BANK OF SCOTLAND GROUP plc
 (Exact name of Registrant as specified in its charter)
 
United Kingdom
(Jurisdiction of incorporation)
 
RBS Gogarburn, PO Box 1000, Edinburgh EH12 1HQ, United Kingdom
(Address of principal executive offices)
 
Aileen Taylor, Group Secretary, Tel: +44 (0) 131 626 4099, Fax: +44 (0) 131 626 3081
 
PO Box 1000, Gogarburn, Edinburgh EH12 1HQ
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
 
Name of each exchange on which registered
American Depositary Shares, each representing 20 ordinary shares, nominal value £0.25 per share
Ordinary shares, nominal value £0.25 per share
American Depositary Shares Series F, H, L, M, N, P, Q, R, S, T and U each representing one Non-Cumulative Dollar Preference Share, Series F, H, L, M, N, P, Q, R, S, T and U respectively
Dollar Perpetual Regulatory tier one securities, Series 1
Senior Floating Rate Notes due 2013
3.400% Senior Notes due 2013
3.250% Senior Notes due 2014
3.950% Senior Notes due 2015
4.875% Senior Notes due 2015
4.375% Senior Notes due 2016
5.625% Senior Notes due 2020
6.125% Senior Notes due 2021
 
New York Stock Exchange
 
New York Stock Exchange*
New York Stock Exchange
 
 
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
______________________________________
* Not for trading, but only in connection with the registration of American Depositary Shares representing such ordinary shares pursuant to the requirements of the Securities and Exchange Commission.
 
 
 

 

 
Securities registered or to be registered pursuant to Section 12(g) of the Act:
 
None
 
_______________
 
 
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 
None
 
_______________
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2011, the close of the period covered by the annual report:
 
 
(Title of each class)
 
 
(Number of outstanding shares)
Ordinary shares of 25 pence each
B Shares
Dividend Access Share
11% cumulative preference shares
5½% cumulative preference shares
Non-cumulative dollar preference shares, Series F, H and L to U
Non-cumulative convertible dollar preference shares, Series 1
Non-cumulative euro preference shares, Series 1 to 3
Non-cumulative convertible sterling preference shares, Series 1
Non-cumulative sterling preference shares, Series 1
 
 
59,228,412,207
51,000,000,000
1
500,000
400,000
209,609,154
64,772
2,044,418
14,866
54,442
 

 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
x   Yes       o   No
 
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 
o   Yes       x   No
 
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
 

 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
x   Yes       o   No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
o   Yes       o   No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer . See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
 
  Large accelerated filer  x  Accelerated filer  o  Non-Accelerated filer  o
 
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
o      U.S. GAAP
x    International Financial Reporting Standards as issued by the International Accounting Standards Board
o      Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
 
o    Item 17          o     Item 18

 
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
o   Yes        x   No
 
 
 

 
SEC Form 20-F cross reference guide
 
 
Item    Item Caption    Pages
         
PART I        
1   Identity of Directors, Senior Management and Advisers   Not applicable
         
2   Offer Statistics and Expected Timetable   Not applicable
         
3  
Key Information
Selected financial data
Capitalisation and indebtedness
Reasons for the offer and use of proceeds
Risk factors
 
8-9, 350-352, 386-387, 394, 424-425
Not applicable
Not applicable
7, 405-418
         
4   Information on the Company    12-16, 57, 74-165, 323-324, 327-328, 332-333, 386-394
    History and development of the Company
Business overview
Organisational structure
Property, plant and equipment
  4-6, 257-259, 334-335, 430, 451
4-6, 257-259, 370-375, 395-398
4-5
332-333, 398
         
4 A   Unresolved Staff Comments   Not applicable
         
5  
Operating and Financial Review and Prospects
Operating results
Liquidity and capital resources
 
 
6, 8-57, 325-326, 395-397
56-57, 68-91, 299-323, 325-328, 332-333,
351-352, 360, 368-369, 393-394
         
    Research and development, patents, licences etc
Trend information
Off balance sheet arrangements
Contractual obligations
  Not applicable
4-7, 405-418
82-85, 359-360
74-81, 353-356
         
6   Directors, Senior Management and Employees
Directors and senior management
Compensation 
Board practices
Employees
Share ownership
  211-214
232-253, 288-296, 376
216-225, 230-231, 247-253, 261
25, 258, 288-290
250-251, 262
         
7  
Major Shareholders and Related Party Transactions
Major shareholders
Related party transactions
Interests of experts and counsel
  261, 398
377-378
Not applicable
         
8   Financial Information
Consolidated statements and other financial information
Significant changes
  257, 264-384, 425
5, 378
 
 
 

 
 
 
Item    Item Caption    Pages
         
9  
The Offer and Listing
Offer and listing details 
Plan of distribution
Markets
Selling shareholders
Dilution
Expenses of the issue
 
423-424
Not applicable
422
Not applicable
Not applicable
Not applicable
         
10  
Additional Information
Share capital
Memorandum and articles of association
Material contracts
Exchange controls
Taxation
Dividends and paying agents
Statement of experts 
Documents on display
Subsidiary information 
  Not applicable
430-438
398-403
429
426-429
Not applicable
Not applicable
439
Not applicable
         
11  
Quantitative and Qualitative Disclosure  
about Market Risk
  58-207, 299-320, 325-326
         
12  
Description of Securities other than
Equity Securities
  404
         
PART II        
         
13   Defaults, Dividend Arrearages and Delinquencies   Not applicable
         
14  
Material Modifications to the Rights of Security
Holders and Use of Proceeds
  Not applicable
         
15   Controls and Procedures   223-225, 265
         
16    [Reserved]    
         
    A Audit Committee financial expert
B Code of ethics 
C Principal Accountant Fees and services
D Exemptions from the Listing Standards for Audit Committees     
E Purchases of Equity Securities by the  
F Change in Registrant’s Certifying Accountant
G Corporate Governance
H Mine Safety Disclosure
 
221-225
259
221-225, 296
Not applicable
Not applicable
Not applicable
216-220
Not applicable
         
PART III        
17   Financial Statements   Not applicable
         
18   Financial Statements    264-384
         
19   Exhibits   452-455
         
    Signature    456
 
 
 
 

 
                                               
 
Form 20-F
 
 
2
Presentation of information
3
Forward-looking statements
4
Description of business
5
Recent developments
6
Competition
7
Risk factors
8
Key financials
9
Summary consolidated income statement
9
Results summary
12
Analysis of results
23
Divisional performance
53
Consolidated balance sheet
56
Cash flow
57
Capital resources
58
Risk and balance sheet management
58
  Introduction
68
  Balance sheet management
68
    - Capital management
74
    - Liquidity and funding risk
89
    - Interest rate risk
91
    - Structural foreign currency exposures
91
    - Equity risk
92
  Risk management
92
    - Credit risk
166
    - Country risk
187
    - Market risk
194
    - Insurance risk
194
    - Operational risk
197
    - Compliance risk
202
    - Reputational risk
202
    - Business risk
203
    - Pension risk
205
  Asset Protection Scheme


 
1

 
 
Presentation of information
 
In this document and unless specified otherwise, the term ‘company’ or ‘RBSG’ means The Royal Bank of Scotland Group plc, ‘RBS’, ‘RBS Group’ or the ‘Group’ means the company and its subsidiaries, ‘the Royal Bank’ means The Royal Bank of Scotland plc and ‘NatWest’ means National Westminster Bank Plc.

The company publishes its financial statements in pounds sterling (‘£’ or ‘sterling’). The abbreviations ‘£m’ and ‘£bn’ represent millions and thousands of millions of pounds sterling, respectively, and references to ‘pence’ represent pence in the United Kingdom (‘UK’). Reference to ‘dollars’ or ‘$’ are to United States of America (‘US’) dollars. The abbreviations ‘$m’ and ‘$bn’ represent millions and thousands of millions of dollars, respectively, and references to ‘cents’ represent cents in the US. The abbreviation ‘€’ represents the ‘euro’, the European single currency, and the abbreviations ‘€m’ and ‘€bn’ represent millions and thousands of millions of euros, respectively.

Certain information in this report is presented separately for domestic and foreign activities. Domestic activities primarily consist of the UK domestic transactions of the Group. Foreign activities comprise the Group's transactions conducted through those offices in the UK specifically organised to service international banking transactions and transactions conducted through offices outside the UK.

The geographic analysis in the Business Review, including the average balance sheet and interest rates, changes in net interest income and average interest rates, yields, spreads and margins in this report have been compiled on the basis of location of office - UK and overseas. Management believes that this presentation provides more useful information on the Group's yields, spreads and margins of the Group's activities than would be provided by presentation on the basis of the domestic and foreign activities analysis used elsewhere in this report as it more closely reflects the basis on which the Group is managed. ‘UK’ in this context includes domestic transactions and transactions conducted through the offices in the UK which service international banking transactions.

The results, assets and liabilities of individual business units are classified as trading or non-trading based on their predominant activity. Although this method may result in some non-trading activity being classified as trading, and vice versa, the Group believes that any resulting misclassification is not material.

International Financial Reporting Standards
As required by the Companies Act 2006 and Article 4 of the European Union IAS Regulation, the consolidated financial statements of the Group are prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee of the IASB as adopted by the European Union (together ‘IFRS’). They also comply with IFRS as issued by the IASB.

RBS Holdings N.V. (formerly ABN AMRO Holding N.V.)
In 2007, RFS Holdings B.V., which was jointly owned by the Group, the Dutch State (successor to Fortis) and Santander (together, the “Consortium Members”) completed the acquisition of ABN AMRO Holding N.V.
 
On 6 February 2010, the businesses of ABN AMRO Holding N.V. acquired by the Dutch State were legally demerged to a newly established company, ABN AMRO Bank N.V., which on 1 April 2010 was transferred to ABN AMRO Group N.V., itself owned by the Dutch State. Following legal separation, RBS Holdings N.V. (formerly ABN AMRO Holding N.V.) has one operating subsidiary, The Royal Bank of Scotland N.V. (“RBS N.V.”), a fully operational bank within the Group. RBS N.V. is independently rated and regulated by the Dutch Central Bank. Certain assets within RBS N.V. continue to be shared by the Consortium Members.

On 19 April 2011, the Group announced the proposed transfers of a substantial part of the business activities of RBS N.V. to the Royal Bank. Subject to, among other matters, regulatory and other approvals and procedures, it is expected that the transfers will be implemented on a phased basis over a period ending 31 December 2013. A large part of the transfers is expected to have taken place by the end of 2012.

On 17 October 2011, the Group completed the transfer of a substantial part of the UK activities of RBS N.V. to the Royal Bank pursuant to Part VII of the UK Financial Services and Markets Act 2000.

Approximately 98% of the issued share capital of RFS Holdings B.V. is held by the Group.

Non-GAAP financial information
The directors manage the Group’s performance by class of business, before certain reconciling items, as is presented in the segmental analysis on pages 371 to 375 (the “managed basis”). Discussion of the Group’s performance focuses on the managed basis as the Group believes that such measures allow a more meaningful analysis of the Group’s financial condition and the results of its operations. These measures are non-GAAP financial measures. A body of generally accepted accounting principles such as IFRS is commonly referred to as ‘GAAP’. A non-GAAP financial measure is defined as one that measures historical or future financial performance, financial position or cash flows but which excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure. Reconciliations of these non-GAAP measures are presented throughout this document or in the segmental analysis on pages 371 to 375. These non-GAAP financial measures are not a substitute for GAAP measures. Furthermore, RBS has divided its operations into “Core” and “Non- Core”. Certain measures disclosed in this document for Core operations and used by RBS management are non-GAAP financial measures as they represent a combination of all reportable segments with the exception of Non-Core. In addition, RBS has further divided parts of the Core business into “Retail & Commercial” consisting of the UK Retail, UK Corporate, Wealth, Global Transaction Services, Ulster Bank and US Retail & Commercial divisions. This is a non GAAP financial measure. Lastly, the Basel III net stable funding ratio (see page 81) represents a non-GAAP financial measure given it is a metric that is not yet required to be disclosed by a government, governmental authority or self-regulatory organisation.

Glossary
A glossary of terms is provided on pages 440 to 447.
 
 
2

 
 
 
Forward-looking statements
 
Certain sections in this document contain ‘forward-looking statements’ as that term is defined in the United States Private Securities Litigation Reform Act of 1995, such as statements that include the words ‘expect’, ‘estimate’, ‘project’, ‘anticipate’, ‘believes’, ‘should’, ‘intend’, ‘plan’, ‘could’, ‘probability’, ‘risk’, ‘Value-at-Risk (VaR)’, ‘target’, ‘goal’, ‘objective’, ‘will’, ‘endeavour’, ‘outlook’, ‘optimistic’, ‘prospects’ and similar expressions or variations on such expressions.

In particular, this document includes forward-looking statements relating, but not limited to: the Group’s restructuring plans, divestments, capitalisation, portfolios, net interest margin, capital ratios, liquidity, risk weighted assets (RWAs), return on equity (ROE), profitability, cost:income ratios, leverage and loan:deposit ratios, funding and risk profile; certain ring-fencing proposals; sustainability targets; the Group’s future financial performance; the level and extent of future impairments and write-downs, including sovereign debt impairments; the protection provided by the Asset Protection Scheme (APS); and the Group’s potential exposures to various types of market risks, such as interest rate risk, foreign exchange rate risk and commodity and equity price risk. These statements are based on current plans, estimates and projections, and are subject to inherent risks, uncertainties and other factors which could cause actual results to differ materially from the future results expressed or implied by such forward-looking statements. For example, certain market risk disclosures are dependent on choices about key model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates and, as a result, actual future gains and losses could differ materially from those that have been estimated.

Other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this document include, but are not limited to: the global economic and financial market conditions and other geopolitical risks, and their impact on the financial industry in general and on the Group in particular; the ability to access sufficient sources of liquidity and funding; the recommendations made by the Independent Commission on Banking (ICB) and their potential implications; the ability to implement strategic plans on a timely basis, or at all, including the disposal of certain Non-Core assets and assets and businesses required as part of the State Aid restructuring plan; organisational restructuring, including any adverse consequences of a failure to transfer, or delay in transferring, certain business assets and liabilities from RBS N.V. to RBS; the full nationalisation of the Group or other resolution procedures under the Banking Act 2009; deteriorations in borrower and counterparty credit quality; costs or exposures borne by the Group arising out of the origination or sale of mortgages or mortgage-backed securities in the United States; the extent of future write-downs and impairment charges caused by depressed asset valuations; the value and effectiveness of any credit protection purchased by the Group; unanticipated turbulence in interest rates, yield curves, foreign currency exchange rates, credit spreads, bond prices, commodity prices, equity prices and basis, volatility and correlation risks; changes in the credit ratings of the Group; ineffective management of capital or changes to capital adequacy or liquidity requirements; litigation and regulatory investigations; changes to the valuation of financial instruments recorded at fair value; competition and consolidation in the banking sector; the ability of the Group to attract or retain senior management or other key employees; regulatory or legal changes (including those requiring any restructuring of the Group’s operations) in the United Kingdom, the United States and other countries in which the Group operates or a change in United Kingdom Government policy; changes to regulatory requirements relating to capital and liquidity; changes to the monetary and interest rate policies of central banks and other governmental and regulatory bodies; changes in UK and foreign laws, regulations, accounting standards and taxes, including changes in regulatory capital regulations and liquidity requirements; impairments of goodwill; pension fund shortfalls; general operational risks; HM Treasury exercising influence over the operations of the Group; insurance claims; reputational risk; the ability to access the contingent capital arrangements with HM Treasury; the participation of the Group in the APS and the effect of the APS on the Group’s financial and capital position; the conversion of the B Shares in accordance with their terms; limitations on, or additional requirements imposed on, the Group’s activities as a result of HM Treasury’s investment in the Group; and the success of the Group in managing the risks involved in the foregoing.

The forward-looking statements contained in this document speak only as of the date of this announcement, and the Group does not undertake to update any forward-looking statement to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

The information, statements and opinions contained in this document do not constitute a public offer under any applicable legislation or an offer to sell or solicitation of any offer to buy any securities or financial instruments or any advice or recommendation with respect to such securities or other financial instruments.

 
3

 
 

 
Description of business
Introduction
The Royal Bank of Scotland Group plc is the holding company of a large global banking and financial services group. Headquartered in Edinburgh, the Group operates in the United Kingdom, the United States and internationally through its principal subsidiaries, the Royal Bank and NatWest. Both the Royal Bank and NatWest are major UK clearing banks. In the United States, the Group's subsidiary Citizens is a large commercial banking organisation. Globally, the Group has a diversified customer base and provides a wide range of products and services to personal, commercial and large corporate and institutional customers.

Following the placing and open offers in December 2008 and in April 2009, HM Treasury owned approximately 70.3% of the enlarged ordinary share capital of the company. In December 2009, the company issued a further £25.5 billion of new capital to HM Treasury. This new capital took the form of B shares, which do not generally carry voting rights at general meetings of ordinary shareholders but are convertible into ordinary shares and qualify as Core Tier 1 capital. Following the issuance of the B shares, HM Treasury's holding of ordinary shares of the company remained at 70.3% although its economic interest rose to 84.4%.

At 31 December 2011, HM Treasury’s holding in the company’s ordinary shares was 66.9% and its economic interest was 82.2%.

The Group had total assets of £1,506.9 billion and owners' equity of
£74.8 billion at 31 December 2011. The Group's risk asset ratios at 31 December 2011, were a Total capital ratio of 13.8%, a Core Tier 1 capital ratio of 10.6% and a Tier 1 capital ratio of 13.0% .

Organisational structure and business overview
The Group’s activities are organised on a divisional basis as follows:
 
UK Retail offers a comprehensive range of banking products and related financial services to the personal market. It serves customers through a number of channels including: the RBS and NatWest network of branches and ATMs in the United Kingdom, telephony, online and mobile. UK Retail remains committed to delivering ‘Helpful and Sustainable’ banking and to the commitments set out in its Customer Charter - the results of which are externally assessed and published every six months.

UK Corporate is a leading provider of banking, finance and risk management services to the corporate and SME sector in the United Kingdom. It offers a full range of banking products and related financial services through a nationwide network of relationship managers, and also through telephone and internet channels. The product range includes asset finance through the Lombard brand.

Wealth provides private banking and investment services in the UK through Coutts & Co and Adam & Company, offshore banking through RBS International, NatWest Offshore and Isle of Man Bank, and international private banking through Coutts & Co Ltd.

Global Transaction Services (GTS) ranks among the top tier of global transaction banks, offering payments, cash and liquidity management, trade finance and commercial card products and services . Through the network and extensive partner bank agreements, GTS is able to support and connect customers across 128 countries.

Ulster Bank is the leading retail and business bank in Northern Ireland and the third largest banking group on the island of Ireland. It provides a comprehensive range of financial services. The Retail Markets division which has a network of 236 branches, operates in the personal and financial planning sectors. The Corporate Markets division provides services to SME business customers, corporates and institutional markets.

US Retail & Commercial provides financial services primarily through the Citizens and Charter One brands. US Retail & Commercial is engaged in retail and corporate banking activities through its branch network in 12 states in the United States and through non-branch offices in other states.

The divisions discussed above are collectively referred to as Retail & Commercial.

Global Banking & Markets (GBM) is a leading banking partner to major corporations and financial institutions around the world, providing an extensive range of debt and equity financing, risk management and investment services to its customers. The division is organised along six principal business lines: money markets; rates flow trading; currencies; equities; credit and mortgage markets; and portfolio management & origination.

RBS Insurance provides a wide range of general insurance products to consumers through a number of well known brands including; Direct Line, Churchill and Privilege. It also provides insurance services for third party brands , through its UKI Partnerships business. In the commercial sector, its NIG and Direct Line for Business operations provide insurance products for businesses via brokers or direct respectively. Through its international division, RBS Insurance sells general insurance, mainly motor, in Germany and Italy. In addition to insurance services, RBS Insurance continues to provide support and reassurance to millions of UK motorists through its Green Flag breakdown recovery service and Tracker stolen vehicle recovery and telematics business. On 15 February 2012, a new corporate brand, Direct Line Group, was announced.

To comply with EC State Aid requirements, the Group has agreed to dispose of RBS Insurance.  It continues to be reported as a separate operating segment rather than within the Non-Core division as its business is distinct from the activities of the Non-Core division.

Central Functions comprises Group and corporate functions, such as treasury, funding and finance, risk management, legal, communications and human resources. The Centre manages the Group's capital resources and Group-wide regulatory projects and provides services to the operating divisions .

 
4

 
 
Business review continued
 
Non-Core division manages separately assets that the Group intends to run off or dispose of. The division contains a range of businesses and asset portfolios primarily from the GBM division, higher risk profile asset portfolios including excess risk concentrations, and other illiquid portfolios. It also includes a number of other portfolios and businesses including regional markets businesses that the Group has concluded are no longer strategic.

Business Services supports the customer-facing businesses and provides operational technology, customer support in telephony, account management, lending and money transmission, global purchasing, property and other services. Business Services drives efficiencies and supports income growth across multiple brands and channels by using a single, scalable platform and common processes wherever possible. It also leverages the Group's purchasing power and is the Group's centre of excellence for managing large-scale and complex change. For reporting purposes, Business Services costs are allocated to the divisions above. It is not deemed a reportable segment.

Organisational change
In January 2012, the Group announced changes to its wholesale banking operations in light of a changed market and regulatory environment.  The changes will see the reorganisation of the Group’s wholesale businesses into ‘Markets’ and ‘International Banking’ and the exit and downsizing of selected activities.  The changes will ensure the wholesale businesses continue to deliver against the Group’s strategy.

The changes will include an exit from cash equities, corporate brokering, equity capital markets and mergers and acquisitions businesses.  Significant reductions in balance sheet, funding requirements and cost base in the remaining wholesale businesses will be implemented.

Existing GBM and GTS divisions will be reorganised as follows:

·
The ‘Markets’ business will maintain its focus on fixed income, with strong positions in debt capital raising, securitisation, risk management, foreign exchange and rates. It will serve the corporate and institutional clients of all Group businesses.
 
 
·
GBM's corporate banking business will combine with the international businesses of our GTS arm into a new ‘International Banking’ unit and provide clients with a 'one-stop shop' access to the Group’s debt financing, risk management and payments services. This international corporate business will be self-funded through its stable corporate deposit base.

·
The domestic small and mid-size corporates currently served within GTS will be managed within RBS's domestic corporate banking businesses in the UK, Ireland (Ulster Bank) and the US (US Retail & Commercial).

Our wholesale business will be retaining its international footprint to ensure that it can serve our customers' needs globally. We believe , that despite current challenges to the sector, wholesale banking services can play a central role in supporting cross border trade and capital flows, financing requirements and risk management and we remain committed to this business.

Going forward the Group will comprise the following segments:

·
Retail and Commercial
 
  - UK Retail
 
  - UK Corporate
 
  - Wealth
 
  - US Retail & Commercial
 
  - Ulster Bank
 
  - International Banking
·
Markets
·
RBS Insurance
·
Group Centre
·
Core
·
Non-Core

Business divestments
To comply with EC State Aid requirements the Group agreed a series of restructuring measures to be implemented over a four year period from December 2009. This supplements the measures in the Strategic Plan previously announced by the Group. These include divesting RBS Insurance, 80.01% of GMS (completed in 2010) and substantially all of RBS Sempra Commodities JV business (largely completed in 2010), as well as divesting the RBS branch-based business in England and Wales and the NatWest branches in Scotland, along with the Direct SME customers across the UK.

Recent developments
Liability management: Exchange offer
On 28 February 2012, The Royal Bank of Scotland plc announced an invitation to offer to exchange certain Canadian Dollar, Australian Dollar, US Dollar, Euro and Swiss Franc denominated subordinated notes for new Canadian Dollar, Australian Dollar, US Dollar, Euro and Swiss Franc denominated subordinated notes, due 2022 and callable 2017. The new notes, other than the Australian Dollar denominated new notes, were issued on 16 March 2012, and the Australian Dollar denominated new notes were issued on 19 March 2012, in each case under the £90,000,000,000 Euro Medium Term Note Programme of The Royal Bank of Scotland plc and The Royal Bank of Scotland Group plc.

National Loan Guarantee Scheme
On 20 March 2012, RBS agreed to participate in the National Loan Guarantee Scheme (the Scheme), pursuant to which The Commissioners of Her Majesty’s Treasury (HM Treasury) have agreed to unconditionally and irrevocably guarantee the due payment of all sums due and payable by RBS under any senior unsecured notes issued by RBS in accordance with the terms of the Scheme in respect of which HM Treasury issues a Guarantee Certificate (as defined in a deed of guarantee dated 20 March 2012 (the “Deed of Guarantee”)). The Guarantor’s obligations in that respect, are contained in the Deed of Guarantee, the form of which is available at www.dmo.gov.uk.
 
2012 Budget
In the Budget statement on 21 March 2012, the Chancellor of the Exchequer announced a further reduction of 1% in the rate of corporation tax such that the rate will fall by 2% from 26% to 24% in April 2012, to 23% in April 2013 and to 22% in April 2014.
 
It was also announced in the Budget statement that the full rate of the bank levy will increase to 0.105 per cent. from 1 January 2013.

 
5

 
 
Business review continued

Competition
The Group faces strong competition in all the markets it serves. Banks’ balance sheets have strengthened whilst loan demand has been subdued as many customers have sought to delever and the UK economy has remained weak. Competition for retail deposits remains intense as institutions continue to target strong and diverse funding platforms for their balance sheets.

Competition for corporate and institutional customers in the UK is from UK banks and from large foreign financial institutions who are also active and offer combined investment and commercial banking capabilities. In asset finance, the Group competes with banks and specialist asset finance providers, both captive and non-captive. In European and Asian corporate and institutional banking markets the Group competes with the large domestic banks active in these markets and with the major international banks.

In the small business banking market, the Group competes with other UK clearing banks, specialist finance providers and building societies.

In the personal banking segment , the Group competes with UK clearing banks and building societies, major retailers and life assurance companies. In the mortgage market , the Group competes with UK clearing banks and building societies. The ambitions of non-traditional players in the UK market remain strong, with new entrants active and potentially seeking to build their platforms by acquiring businesses made available through restructuring of incumbents. The Group distributes life assurance products to banking customers in competition with independent advisors and life assurance companies.

In the UK credit card market large retailers and specialist card issuers are active in addition to the UK banks. In addition to physical distribution channels, providers compete through direct marketing activity and the internet.

In Wealth Management, The Royal Bank of Scotland International competes with other UK and international banks to offer offshore banking services. Coutts and Adam & Company compete as private banks with UK clearing and private banks, and with international private banks. Competition in wealth management remains strong as banks maintain their focus on competing for affluent and high net worth customers.

RBS Insurance competes in personal lines insurance and, to a more limited extent, in commercial insurance. There is strong competition from a range of insurance companies which now operate telephone and internet direct sales businesses. Competition in the UK motor market remains intense, and price comparison internet sites now play a major role in the marketplace. These sites are now extending their scope to home insurance and other lines. RBS Insurance also competes with local insurance companies in the direct motor insurance markets in Italy and Germany.

In Ireland, Ulster Bank competes in retail and commercial banking with the major Irish banks and building societies, and with other UK and international banks and building societies active in the market. The challenging conditions in the Irish economy persist and many of the domestic Irish banks have required State support and are engaged in significant restructuring actions.

In the United States, Citizens competes in the New England, Mid-Atlantic and Mid - West retail and mid-corporate banking markets with local and regional banks and other financial institutions. The Group also competes in the US in large corporate lending and specialised finance markets, and in fixed-income trading and sales. Competition is principally with the large US commercial and investment banks and international banks active in the US. The economic recovery in the US is proving weaker than expected and loan demand is weak in Citizens’ markets.

 
6

 
Business review continued
 
 
Risk factors

Set out below is a summary of certain risks which could adversely affect the Group; it should be read in conjunction with the Risk and balance sheet management section of the Business review (pages 58 to 207). This summary should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. A fuller description of these and other risk factors is included on pages 405 to 418 .

·
The Group’s businesses, earnings and financial condition have been and will continue to be affected by geopolitical conditions, the global economy, the instability in the global financial markets and increased competition. Together with a perceived increased risk of default on the sovereign debt of certain European countries and unprecedented stresses on the financial system within the eurozone, these factors have resulted in significant changes in market conditions including interest rates, foreign exchange rates, credit spreads, and other market factors and consequent changes in asset valuations.

·
The Group’s ability to meet its obligations’ including its funding commitments , depends on the Group’s ability to access sources of liquidity and funding. The inability to access liquidity and funding due to market conditions or otherwise could adversely affect the Group’s financial condition. Furthermore, the Group’s borrowing costs and its access to the debt capital markets and other sources of liquidity depend significantly on its and the UK Government’s credit ratings.

·
The Independent Commission on Banking has published its final report on competition and possible structural reforms in the UK banking industry. The Government has indicated that it supports and intends to implement the recommendations substantially as proposed which could have a material adverse effect on the Group.

·
The Group’s ability to implement its Strategic Plan depends on the success of its efforts to refocus on its core strengths and its balance sheet reduction programme. As part of the Group’s Strategic Plan and implementation of the State Aid restructuring plan agreed with the European Commission and HM Treasury, the Group is undertaking an extensive restructuring which may adversely affect the Group’s business, results of operations and financial condition and give rise to increased operational risk and may impair the Group’s ability to raise new Tier 1 capital due to restrictions on its ability to make discretionary dividend or coupon payments on certain securities.

·
The occurrence of a delay in the implementation of (or any failure to implement) the approved proposed transfers of a substantial part of the business activities of RBS N.V. to the Royal Bank may have a material adverse effect on the Group.

·
The Group or any of its UK bank subsidiaries may face the risk of full nationalisation or other resolution procedures and various actions could be taken by or on behalf of the UK Government, including actions in relation to any securities issued, new or existing contractual arrangements and transfers of part or all of the Group’s businesses.

·
The actual or perceived failure or worsening credit of the Group’s counterparties or borrowers and depressed asset valuations resulting from poor market conditions have adversely affected and could continue to adversely affect the Group.

·
The value of certain financial instruments recorded at fair value is determined using financial models incorporating assumptions, judgements and estimates that may change over time or may ultimately not turn out to be accurate.

·
The Group’s insurance businesses are subject to inherent risks involving claims on insured events.

·
The Group’s business performance, financial condition and capital and liquidity ratios could be adversely affected if its capital is not managed effectively or as a result of changes to capital adequacy and liquidity requirements, including those arising out of Basel III implementation (globally or by European or UK authorities), or if the Group is unable to issue Contingent B Shares to HM Treasury under certain circumstances.

·
The Group could fail to attract or retain senior management, which may include members of the Group Board, or other key employees, and it may suffer if it does not maintain good employee relations.

·
Any significant developments in regulatory or tax legislation could have an effect on how the Group conducts its business and on its results of operations and financial condition, and the recoverability of certain deferred tax assets recognised by the Group is subject to uncertainty.

·
The Group is subject to substantial regulation and oversight, and any significant regulatory or legal developments could have an adverse effect on how the Group conducts its business and on its results of operations and financial condition.  In addition, the Group is , and may be , subject to litigation and regulatory investigations that may impact its business, results of operations and financial condition.

·
Operational and reputational risks are inherent in the Group’s operations.

·
The Group may be required to make contributions to its pension schemes and government compensation schemes, either of which may have an adverse impact on the Group’s results of operations, cash flow and financial condition.

·
As a result of the UK Government’s majority shareholding in the Group it can, and in the future may decide to, exercise a significant degree of influence over the Group including on dividend policy , modifying or cancelling contracts or limiting the Group’s operations. The offer or sale by the UK Government of all or a portion of its shareholding in the company could affect the market price of the equity shares and other securities and acquisitions of ordinary shares by the UK Government (including through conversions of other securities or further purchases of shares) may result in the delisting of the Group from the Official List.

 
7

 
 
Business review continued

 
Key financials
for the year ended 31 December
2011 
£m 
2010 
£m 
2009  
£m  
Total income
28,937 
31,868 
33,026 
Operating loss before tax
(766)
(399)
(2,647)
Loss attributable to ordinary and B shareholders
(1,997)
(1,125)
(3,607)
Cost:income ratio
62% 
57% 
52%  
Basic loss per ordinary and B share from continuing operations (pence)
(1.8p)
(0.5p)
(6.3p)


at 31 December
2011 
£m  
2010 
£m  
2009 
£m  
Funded balance sheet (1)
977,249 
1,026,499 
1,255,032 
Total assets
1,506,867 
1,453,576 
1,696,486  
Loans and advances to customers
515,606 
555,260 
728,393  
Deposits
611,759 
609,483 
756,346  
Owners' equity
74,819 
75,132 
77,736  
Risk asset ratios
- Core Tier 1
10.6% 
10.7% 
11.0%  
 
- Tier 1
13.0% 
12.9% 
14.1%  
 
- Total
13.8% 
14.0% 
16.1%  
Note:
 (1)
Funded balance sheet represents total assets less derivatives.


Overview of results
The results of RFS Holdings B.V., the entity that acquired ABN AMRO, are fully consolidated in the Group’s financial statements. The interests of the State of the Netherlands and Santander in RFS Holdings are included in non-controlling interests. Legal separation of ABN AMRO Bank N.V. took place on 1 April 2010. As a result, RBS presents the interests of the Consortium Members in ABN AMRO as discontinued operations.
 
 
8

 
 
 
Summary consolidated income statement
for the year ended 31 December 2011
 
2011 
2010 
2009  
 
£m 
£m  
£m  
Net interest income
12,679 
14,209 
13,388 
Fees and commissions receivable
6,384 
8,193 
8,738 
Fees and commissions payable
(1,460)
(2,211)
(2,790)
Other non-interest income
7,078 
6,549 
8,424 
Insurance net premium income
4,256 
5,128 
5,266 
Non-interest income
16,258 
17,659 
19,638 
Total income
28,937 
31,868 
33,026 
Operating expenses
(18,026)
(18,228)
(17,417)
Profit before insurance net claims and impairment losses
10,911 
13,640 
15,609 
Insurance net claims
(2,968)
(4,783)
(4,357)
Impairment losses
(8,709)
(9,256)
(13,899)
Operating loss before tax
(766)
(399)
(2,647)
Tax (charge)/credit
(1,250)
(634)
429 
Loss from continuing operations
(2,016)
(1,033)
(2,218)
Profit/(loss) from discontinued operations, net of tax
47 
(633)
(105)
Loss for the year
(1,969)
(1,666)
(2,323)
Non-controlling interests
(28)
665 
(349)
Other owners’ dividends
— 
(124)
(935)
Loss attributable to ordinary and B shareholders
(1,997)
(1,125)
(3,607)
       
Basic loss per ordinary and B share from continuing operations
(1.8p)
(0.5p)
(6.3p)
       

Results summary
2011 compared with 2010
Operating profit
Group operating loss before tax for the year was £766 million compared with £399 million in 2010.  Group operating profit on a managed basis was £1,892 million compared with £1,913 million in 2010.  Adjusting for the impact of the disposal of GMS in 2010, which recorded an operating profit of £207 million, Group operating profit on a managed basis was up 11%. The improvement was driven by a strong Retail & Commercial (R&C) operating performance and the return to profit of RBS Insurance. Ulster Bank and GBM faced more difficult conditions, leaving total Core operating profit on a managed basis at £6,095 million. Non-Core operating loss in 2011 was 24% lower compared with 2010, despite the acceleration of disposals in the second half of the year.

Total income
Total income fell by 9% to £28,937 million, primarily reflecting lower net interest income, lower trading income in GBM and Non-Core and a fall in insurance net premium income.

Net interest income
Group net interest income fell 11% to £12,679 million largely driven by the run-off of balances and exit of higher margin and higher risk segments in Non-Core. Group NIM was 14 basis points lower, reflecting the cost of carrying a higher liquidity portfolio and by the impact of non-performing assets in the Non-Core division. However, R&C NIM was up 7 basis points, with strengthening asset margins in the first half of the year offsetting the impact of a competitive deposit market.

Non-interest income
Non-interest income decreased to £16,258 million from £17,659 million in 2010. This included movements in the fair value of the Asset Protection Scheme resulting in a £906 million charge (2010 - £1,550 million), gain on redemption of own debt of £255 million (2010 - £553 million) and a gain on movements in the fair value of own debt of £1,846 million (2010 - £174 million gain). Excluding these items, non-interest income was down 19% primarily reflecting a reduction in income from trading activities and lower net fees and commissions.

 
9

 
 
Business review continued


Operating expenses
Operating expenses decreased to £18,026 million (2010 - £18,228 million). Operating expenses on a managed basis fell to £15,478 million from £16,710 million in 2010.

This decrease was primarily driven by cost savings achieved as a result of the cost reduction programme and Non-Core run-off, largely reflecting the disposal of RBS Sempra and specific country exits. Staff costs fell 9%, driven by lower GBM variable compensation as a result of its decrease in revenues, and in Non-Core, given the impact of a 32% reduction in headcount and continued business disposals and country exits.

The Group cost:income ratio was 62% in 2011 compared with 57% in 2010 .

Net insurance claims
Bancassurance and general insurance claims, after reinsurance, reduced by 38% to £2,968 million.

General insurance claims were £1,730 million lower, mainly due to the non-repeat of bodily injury reserve strengthening in 2010, de-risking of the motor book, more benign weather in 2011 and claims in Non-Core decreasing as legacy policies ran-off.
 
Impairment losses
Impairment losses were £8,709 million compared with £9,256 million in 2010, with Core loan impairments falling by £260 million and Non-Core by £1,557 million, despite continuing challenges in Ulster Bank and corporate real estate portfolios, partially offset by an impairment of £1,099 million and interest rate hedge adjustments on impaired available-for-sale Greek government bonds of £169 million.

Risk elements in lending represented 8.6% of gross loans and advances to customers excluding reverse repos at 31 December 2011
(2010 - 7.3%).

Provision coverage of risk elements in lending was 49% (2010 - 47%).

Tax
The tax charge was £1,250 million in 2011, compared with £634 million in 2010 . The high tax charge in the year reflects profits in high tax regimes (principally US) and losses in low tax regimes (principally Ireland), losses in overseas subsidiaries for which a deferred tax asset has not been recognised (principally Ireland and the Netherlands) and the effect of the two reductions of 1% in the rate of UK corporation tax enacted in March 2011 and July 2011 on the net deferred tax balance.

Earnings
Basic loss per ordinary and B share from continuing operations increased from a loss of 0.5p to a loss of 1.8p .

 
10

 
 
Business review continued
 
Results summary continued
2010 compared with 2009

Operating loss
Operating loss before tax for the year was £399 million compared with a loss of £2,647 million in 2009. The improvement in performance is primarily driven by stronger Core Retail & Commercial operating profits offsetting more normal results from Global Banking & Markets, coupled with lower impairments in the Non-Core division .

After tax, non-controlling interests and preference share and other dividends, the loss attributable to ordinary and B shareholders was £1 , 125 million, compared with an attributable loss of £3,607 million in 2009 .

Total income
Total income decreased 4% to £31,868 million in 2010 reflecting the return to more normal levels in Global Banking & Markets compared with the favourable market conditions seen in 2009 .   This was offset by good growth in Core Retail & Commercial and the improvement in Non-Core .

Net interest income
Net interest income increased by 6% to £14,209 million, reflecting improvements in net interest margin which more than offset lower interest-earning assets and interest-bearing liabilities. Group net interest margin increased from 1.83% to 2.06% largely reflecting expanding asset margins in UK Retail and UK Corporate divisions as well as in US Retail & Commercial. The run-off of low-yielding Non-Core assets also contributed to this increase. The Group net interest margin was also affected by increased funding costs.

Non-interest income
Non-interest income decreased to £17,659 million from £19,638 million in 2009. This included movements in the fair value of the Asset Protection Scheme - credit default swap resulting in a £1,550 million charge and gain on redemption of own debt of £553 million (2009 - £3,790 million). Excluding these items, non-interest income was up 18% primarily reflecting an increase in income from trading activities.
 
Operating expenses
Operating expenses increased to £18,228 million (2009 - £17,417 million). The main driver of this 5% increase was the impact of a £2,148 million gains on pension curtailment in 2009. This was partially offset by gains on the recognition of benefits from the Group-wide efficiency programme. The programme continues to deliver material savings which have been funding investments to strengthen our Core franchises. Annualised savings are now just ahead of the £2.5 billion target for 2011 and are forecast to exceed £3 billion by 2013. Integration and restructuring costs were £1,032 million compared with £1,286 million in 2009. Write-down of goodwill and other intangible assets was £10 million compared with £363 million in 2009. Premises and equipment costs fell by 7% in the year largely driven by efficiency cost savings, significant
one-off property impairments recognised in 2009 and country exits following Non-Core disposals.

Net insurance claims
Bancassurance and general insurance claims, after reinsurance, increased by 10% to £4,783 million.

Impairment losses
Impairment losses were £9 , 256 million compared with £13,899 million in 2009, with Core impairments falling by £898 million and Non-Core by £3,745 million. The decrease reflects an overall improvement in the economic environment. Impairments fell in all businesses, except Ulster Bank, which has faced an economic environment that remains challenging .

Risk elements in lending and potential problem loans represented 7.4% of gross loans and advances to customers excluding reverse repos at 31 December 2010 (2009 - 5.5%).

Provision coverage of risk elements in lending and potential problem loans was 46% (2009 - 45%).

Tax
The Group recorded a tax charge of £634 million in 2010, compared with a tax credit of £429 million in 2009 .

Earnings
Basic loss per ordinary and B share from continuing operations improved from a loss of 6.3p to a loss of 0.5p.
 
11

 
 
Business review continued
 
 
Analysis of results
Net interest income
 
2011 
2010  
2009  
 
£m  
£m  
£m  
Interest receivable
21,410 
22,776 
33,836 
Interest payable
(8,731)
(8,567)
(17,332)
Net interest income
12,679 
14,209 
16,504 
       
 
   
Gross yield on interest-earning assets of the banking business (1)
3.24 
3.30 
3.76 
Cost of interest-bearing liabilities of the banking business
(1.68)
(1.47)
(2.18)
Interest spread of the banking business (2)
1.56 
1.83 
1.58 
Benefit from interest-free funds
0.36 
0.23 
0.25 
Net interest margin of the banking business (3)
1.92 
2.06 
1.83 
       
Yields, spreads and margins of the banking business
%  
%  
Gross yield (1)
     
  - Group
3.24 
3.30 
3.76 
  - UK
3.56 
3.42 
3.35 
  - Overseas
2.77 
3.15 
4.09 
Interest spread (2)
     
  - Group
1.56 
1.83 
1.58 
  - UK
1.81 
2.01 
1.50 
  - Overseas
1.22 
1.59 
1.67 
Net interest margin (3)
     
  - Group
1.92 
2.06 
1.83 
  - UK
2.07 
2.22 
1.81 
  - Overseas
1.70 
1.84 
1.85 
       
The Royal Bank of Scotland plc base rate (average)
0.50 
0.50 
0.64 
London inter-bank three month offered rates (average)
     
  - Sterling
0.87 
0.70 
1.21 
  - Eurodollar
0.33 
0.34 
0.69 
  - Euro
1.36 
0.75 
1.21 

Notes:
(1)
Gross yield is the interest earned on average interest-earning assets of the banking book.
(2)
Interest spread is the difference between the gross yield and the interest rate paid on average interest-bearing liabilities of the banking business.
(3)
Net interest margin is net interest income of the banking business as a percentage of average interest-earning assets of the banking business.
(4)
The analysis into UK and overseas has been compiled on the basis of location of office.
(5)
Interest receivable and interest payable on trading assets and liabilities are included in income from trading activities.
 
 
12

 
Business review continued
 
 
 
Average balance sheet and related interest

   
2011
 
2010
   
Average  
 Balance  
Interest  
Rate  
 
Average  
 balance  
Interest 
Rate  
   
£m  
£m  
%  
 
£m  
£m  
%  
Assets
               
Loans and advances to banks
- UK
31,994 
293 
0.92 
 
22,714 
222 
0.98 
 
- Overseas
41,840 
404 
0.97 
 
30,148 
369 
1.22 
Loans and advances to customers
- UK
294,301 
12,105 
4.11 
 
310,712 
11,989 
3.86 
 
- Overseas
171,979 
5,864 
3.41 
 
195,858 
6,900 
3.52 
Debt securities
- UK
62,231 
1,449 
2.33 
 
66,765 
1,459 
2.19 
 
- Overseas
58,773 
1,295 
2.20 
 
63,334 
1,837 
2.90 
Interest-earning assets
- UK
388,526 
13,847 
3.56 
 
400,191 
13,670 
3.42 
 
- Overseas
272,592 
7,563 
2.77 
 
289,340 
9,106 
3.15 
Total interest-earning assets
- banking business
661,118 
21,410 
3.24 
 
689,531 
22,776 
3.30 
 
- trading business
278,975 
     
276,330 
   
Interest-earning assets
 
940,093 
     
965,861 
   
Non-interest-earning assets (5)
 
595,062 
     
706,343 
   
Total assets
 
1,535,155 
     
1,672,204 
   
                 
Percentage of assets applicable to overseas operations
40.2%  
     
44.0% 
   
                 
Liabilities
               
Deposits by banks
- UK
17,224 
242 
1.41 
 
21,816 
334 
1.53 
 
- Overseas
47,371 
740 
1.56 
 
59,799 
999 
1.67 
Customer accounts: demand deposits
- UK
112,522 
664 
0.59 
 
120,796 
621 
0.51 
 
- Overseas
43,177 
483 
1.12 
 
39,127 
607 
1.55 
Customer accounts: savings deposits
- UK
76,719 
1,177 
1.53 
 
68,142 
935 
1.37 
 
- Overseas
25,257 
130  
0.51 
 
25,587 
213 
0.83 
Customer accounts: other time deposits
- UK
39,672 
481 
1.21 
 
39,934 
431 
1.08 
 
- Overseas
33,971 
594 
1.75 
 
43,996 
914 
2.08 
Debt securities in issue
- UK
108,406 
2,606 
2.40 
 
111,277 
2,212 
1.99 
 
- Overseas
42,769 
765 
1.79 
 
72,175 
1,065 
1.48 
Subordinated liabilities
- UK
16,874 
470 
2.79 
 
19,442 
398 
2.05 
 
- Overseas
5,677 
270 
4.76 
 
8,714 
19 
0.22 
Internal funding of trading business
- UK
(40,242)
149 
(0.37)
 
(41,451)
(140)
0.34 
 
- Overseas
(8,783)
(40)
0.46 
 
(6,864)
(41)
0.60 
Interest-bearing liabilities
- UK
331,175 
5,789 
1.75 
 
339,956 
4,791 
1.41 
 
- Overseas
189,439 
2,942 
1.55 
 
242,534 
3,776 
1.56 
Total interest-bearing liabilities
- banking business
520,614 
8,731 
1.68 
 
582,490 
8,567 
1.47 
 
- trading business (5)
307,564 
     
293,993 
   
Interest-bearing liabilities
 
828,178 
     
876,483 
   
Non-interest-bearing liabilities:
               
Demand deposits
- UK
46,495 
     
46,692 
   
 
- Overseas
19,909 
     
23,994 
   
Other liabilities (5)
 
565,534 
     
648,129 
   
Owners' equity
 
75,039 
     
76,906 
   
Total liabilities and owners' equity
 
1,535,155 
     
1,672,204 
   
                 
Percentage of liabilities applicable to overseas operations
37.1% 
     
41.7% 
   


For notes relating to this table refer to page 12 .

 
13

 
 
Business review continued

 
Average balance sheet and related interest continued

   
2009
   
Average  
balance  
Interest  
Rate  
   
£m  
£m  
%  
Assets
       
Loans and advances to banks
- UK
21,616 
310 
1.43 
 
- Overseas
32,367 
613 
1.89 
Loans and advances to customers
- UK
333,230 
11,940 
3.58 
 
- Overseas
376,382 
16,339 
4.34 
Debt securities
- UK
52,470 
1,414 
2.69 
 
- Overseas
84,822 
3,220 
3.80 
Interest-earning assets
- UK
407,316 
13,664 
3.35 
 
- Overseas
493,571 
20,172 
4.09 
Total interest-earning assets
- banking business
900,887 
33,836 
3.76 
 
- trading business (5)
291,092 
   
Interest-earning assets
 
1,191,979 
   
Non-interest-earning assets
 
831,501 
   
Total assets
 
2,023,480 
   
         
Percentage of assets applicable to overseas operations
 
47.4% 
   
         
Liabilities
       
Deposits by banks
- UK
24,837 
679 
2.73 
 
- Overseas
104,396 
2,362 
2.26 
Customer accounts: demand deposits
- UK
110,294 
569 
0.52 
 
- Overseas
82,177 
1,330 
1.62 
Customer accounts: savings deposits
- UK
54,270 
780 
1.44 
 
- Overseas
83,388 
2,114 
2.54 
Customer accounts: other time deposits
- UK
68,625 
932 
1.36 
 
- Overseas
71,315 
2,255 
3.16 
Debt securities in issue
- UK
116,536 
2,830 
2.43 
 
- Overseas
117,428 
2,500 
2.13 
Subordinated liabilities
- UK
26,053 
834 
3.20 
 
- Overseas
12,468 
656 
5.26 
Internal funding of trading business
- UK
(60,284)
(317)
0.53 
 
- Overseas
(14,845)
(192)
1.29 
Interest-bearing liabilities
- UK
340,331 
6,307 
1.85 
 
- Overseas
456,327 
11,025 
2.42 
Total interest-bearing liabilities
- banking business
796,658 
17,332 
2.18 
 
- trading business (5)
331,380 
   
Interest-bearing liabilities
 
1,128,038 
   
Non-interest-bearing liabilities:
       
Demand deposits
- UK
38,220 
   
 
- Overseas
27,149 
   
Other liabilities (5)
 
772,770 
   
Owners' equity
 
57,303 
   
Total liabilities and owners' equity
 
2,023,480 
   
         
Percentage of liabilities applicable to overseas operations
 
45.8% 
   


 
For notes relating to this table refer to page 12 .
 
 
14

 
Business review continued

 
Analysis of change in net interest income - volume and rate analysis
Volume and rate variances have been calculated based on movements in average balances over the period and changes in interest rates on average interest-earning assets and average interest-bearing liabilities. Changes due to a combination of volume and rate are allocated pro rata to volume and rate movements.

 
2011 over 2010
 
Increase/(decrease) due to changes in:
 
Average  
 volume  
Average  
 rate 
Net  
 change  
 
£m  
£m  
£m  
Interest-earning assets
     
Loans and advances to banks
     
  UK
86 
(15)
71 
  Overseas
124 
(89)
35  
Loans and advances to customers
     
  UK
(652)
768 
116 
  Overseas
(820)
(216)
(1,036)
Debt securities
     
  UK
(102)
92 
(10)
  Overseas
(125)
(417)
(542)
Total interest receivable of the banking business
     
  UK
(668)
845 
177 
  Overseas
(821)
(722)
(1,543)
 
(1,489)
123 
(1,366)
Interest-bearing liabilities
     
Deposits by banks
     
  UK
66 
26 
92  
  Overseas
197 
62 
259  
Customer accounts: demand deposits
     
  UK
45 
(88)
(43)
  Overseas
(58)
182 
124  
Customer accounts: savings deposits
     
  UK
(125)
(117)
(242)
  Overseas
80 
83  
Customer accounts: other time deposits
     
  UK
(53)
(50)
  Overseas
189 
131 
320 
Debt securities in issue
     
  UK
58 
(452)
(394)
  Overseas
494 
(194)
300 
Subordinated liabilities
     
  UK
58 
(130)
(72)
  Overseas
(260)
(251)
Internal funding of trading business
     
  UK
(4)
(285)
(289)
  Overseas
10 
(11)
(1)
Total interest payable of the banking business
     
  UK
101 
(1,099)
(998)
  Overseas
844 
(10)
834 
 
945 
(1,109)
(164)
Movement in net interest income
     
  UK
(567)
(254)
(821)
  Overseas
23 
(732)
(709)
 
(544)
(986)
(1,530)

 
15

 
 
Business review continued

Analysis of change in net interest income - volume and rate analysis   continued

 
2010 over 2009
 
Increase/(decrease) due to changes in:
 
Average  
 volume  
Average  
 rate 
Net  
 change  
 
£m  
£m  
£m  
Interest-earning assets
     
Loans and advances to banks
     
  UK
15 
(103)
(88)
  Overseas
(40)
(204)
(244)
Loans and advances to customers
     
  UK
(836)
885 
49 
  Overseas
(6,776)
(2,663)
(9,439)
Debt securities
     
  UK
342 
(297)
45 
  Overseas
(716)
(667)
(1,383)
Total interest receivable of the banking business
     
  UK
(479)
485 
  Overseas
(7,532)
(3,534)
(11,066)
 
(8,011)
(3,049)
(11,060)
Interest-bearing liabilities
     
Deposits by banks
     
  UK
75 
270 
345 
  Overseas
845 
518 
1,363 
Customer accounts: demand deposits
     
  UK
(54)
(52)
  Overseas
670 
53 
723 
Customer accounts: savings deposits
     
  UK
(192)
37 
(155)
  Overseas
965 
936 
1,901 
Customer accounts: other time deposits
     
  UK
336 
165 
501 
  Overseas
708 
633 
1,341 
Debt securities in issue
     
  UK
123 
495 
618 
  Overseas
799 
636 
1,435 
Subordinated liabilities
     
  UK
180 
256 
436 
  Overseas
152 
485 
637 
Internal funding of trading business
     
  UK
(83)
(94)
(177)
  Overseas
(75)
(76)
(151)
Total interest payable of the banking business
     
  UK
385 
1,131 
1,516 
  Overseas
4,064 
3,185 
7,249 
 
4,449 
4,316 
8,765 
Movement in net interest income
     
  UK
(94)
1,616 
1,522 
  Overseas
(3,468)
(349)
(3,817)
 
(3,562)
1,267 
(2,295)

 
16

 
Business review continued
 
 
Non-interest income
   
 
2011 
2010  
2009  
 
£m  
£m  
£m  
Fees and commissions receivable
6,384 
8,193 
8,738 
Fees and commissions payable
(1,460)
(2,211)
(2,790)
Income from trading activities
     
  - managed basis
3,382 
6,142 
3,954 
  - Asset Protection Scheme
(906)
(1,550)
— 
  - movements in the fair value of own debt
225 
(75)
(193)
 
2,701
4,517
3,761
Gain on redemption of own debt
255 
553 
3,790 
Other operating income (excluding insurance net premium income)
     
  - managed basis
2,525 
1,059 
690 
  - strategic disposals
(24)
171 
132 
  - movements in the fair value of own debt
1,621 
249 
51 
 
4,122 
1,479 
873 
Insurance net premium income
4,256 
5,128 
5,266 
Total non-interest income
16,258 
17,659 
19,638 

2011 compared with 2010
Non-interest income decreased by £1 , 401 million in 2011 principally driven by lower trading income in GBM and Non-Core and a fall in insurance net premium income, partially offset by a higher gain on movements in the fair value of own debt .

Volatile market conditions led to a reduction in GBM trading income, driven by the deterioration in global credit markets as sovereign difficulties in the eurozone grew.

Non-Core trading losses increased by £690 million, reflecting costs incurred as part of the division’s focus on reducing capital trading assets, with activity including the restructuring of monoline exposures, which mitigated both significant immediate and future regulatory uplifts in risk-weighted assets.

A gain on movements in the fair value of own debt of £1,846 million was recorded as a result of Group credit spreads widening , partially offset by the 2011 charges. This compares with a smaller gain of £174 million in 2010.

Insurance net premium income fell by 17% largely driven by RBS Insurance’s exit from certain business segments, along with reduced volumes driven by the de-risking of the motor book.  Insurance net premium income in Non-Core also decreased as legacy policies ran-off.

2010 results included £482 million of income recorded for GMS prior to its disposal in November 2010.

2010 compared with 2009
Net fees and commissions increased by £34 million to £5,982 million primarily due to improved performance in GBM (£160 million), driven by higher portfolio management and origination income, and UK Corporate (£94 million), principally reflecting strong refinancing levels and increased operating lease activity . This increase was partially offset by reduced fees in UK Retail (£144 million) and Ulster Bank (£72 million) principally reflecting the restructuring of current account overdraft fees.

Income from trading activities, excluding fair value movements in the Asset Protection Scheme, rose substantially during the year by £2,306 million to £6,067 million. Trading revenues in GBM were lower than 2009, which saw unusually buoyant market conditions as rapidly falling interest rates generated significant revenue opportunities. This was more than offset by the improvement in Non-Core trading losses from £5,161 million for 2009 to £31 million for 2010 as underlying asset prices recovered and monoline spreads tightened. The unwinding of some banking book hedges also helped reduce trading losses.

The Asset Protection Scheme is accounted for as a credit derivative, and movements in the fair value of the contract are recorded as income from trading activities. The charge of £1,550 million in 2010 reflects improving credit spreads on the portfolio of covered assets .

A gain of £553 million was booked associated with the liability management exercise undertaken in May 2010, through which the Group strengthened its Core Tier 1 capital base by repurchasing existing Tier 1 securities and exchanging selected existing Upper Tier 2 securities for new senior debt securities. A similar series of exchange and tender offers concluded in April 2009 resulted in a gain of £3,790 million.

Other operating income increased by £606 million to £1,479 million. This improvement principally reflected a profit on sale of securities of £496 million compared with £162 million in 2009, higher profits from associated entities and an increased credit of £249 million compared with £51 million in 2009 relating to movements in fair value of own debt. These were partially offset by losses in the fair value of securities and investment properties.

Insurance net premium income fell by £138 million to £5,128 million principally reflecting lower general insurance premiums, driven by a managed reduction in the risk of the UK motor book, largely offset by price increases.

 
17

 
 
Business review continued


Operating expenses and insurance claims
 
2011 
2010 
2009  
 
£m  
£m  
£m  
Staff costs
     
  - excluding gains on pensions curtailment
8,678 
9,671 
9,993 
  - gains on pensions curtailment
— 
— 
(2,148)
 
8,678 
9,671 
7,845 
Premises and equipment
2,451 
2,402 
2,594 
Other administrative expenses
     
  - managed basis
2,722 
2,963 
3,163
  - Payment Protection Insurance costs
850 
— 
— 
  - integration and restructuring costs
1,059 
1,032 
1,286
  - bank levy
300 
— 
— 
 
4,931
3,995 
4,449 
Administrative expenses
16,060 
16,068 
14,888 
Depreciation and amortisation
1,875 
2,150 
2,166 
Write-down of goodwill and other intangible assets
91 
10 
363 
Operating expenses
18,026 
18,228 
17,417 
       
General insurance
2,968 
4,698 
4,223 
Bancassurance
— 
85 
134 
Insurance net claims
2,968 
4,783 
4,357 
       
Staff costs as a percentage of total income
30% 
30% 
30% 


2011 compared with 2010
Group operating expenses fell by 1% in 2011, driven by cost savings achieved as a result of the cost reduction programme and Non-Core run-off, largely reflecting the disposal of RBS Sempra and specific country exits, partially offset by Payment Protection Insurance costs .

Staff costs fell 10%, driven by lower GBM discretionary compensation as a result of its decrease in revenues, and in Non-Core, given the impact of a 32% reduction in headcount and continued business disposals and country exits.

In May 2011, following the decision of the British Bankers’ Association not to appeal the judgement of the judicial review, the Group recorded a provision of £850 million in respect of the costs of Payment Protection Insurance redress.

General insurance claims were £1,730 million lower, mainly due to the non-repeat of bodily injury reserve strengthening in 2010, de-risking of the motor book, more benign weather in 2011 and claims in Non-Core decreasing as legacy policies ran-off.

The Group’s cost reduction programme delivered cost savings with an underlying run rate of over £3 billion by the end of 2011.

 
18

 
 
Business review continued

 
Operating expenses and insurance claims continued
2010 compared with 2009
The main driver of a 7% decrease in operating expenses, excluding gains on pensions curtailment of £2,148 million, is the recognition of benefits from the Group-wide efficiency programme. The programme continues to deliver material savings which have been funding investments to strengthen our Core franchises.  Annualised savings are now just ahead of the £2.5 billion target for 2011 and are forecast to exceed £3 billion by 2013.

Staff costs, excluding pension schemes curtailment gains, fell by £322 million to £9,671 million, driven by savings in Global Banking & Markets, UK Retail and Non-Core partially offset by higher costs in Group Centre.

Premises and equipment costs fell by 7% in the year to £2,402 million largely driven by efficiency cost savings, significant one-off property impairments recognised in 2009 and country exits following Non-Core disposals.

Other administrative expenses fell by £454 million to £3,995 million principally reflecting continued savings from the Group’s efficiency programme.

Insurance net claims increased 10% to £4,783 million .

Integration costs
 
2011 
2010  
2009  
 
£m  
£m  
£m  
Staff costs
38 
210 
365  
Premises and equipment
78  
Other administrative expenses
51 
143 
398  
Depreciation and amortisation
11 
20 
18  
 
106 
376 
859  

Note:
(1)
Integration costs for 2011 above exclude £2 million charge included within net interest income and a loss of £3 million within other operating income in respect of integration activities.


2011 compared with 2010
Integration costs were £106 million compared with £376 million in 2010. Integration costs decreased primarily due to a reduction of RBS N.V. (formerly ABN AMRO) integration activity during the year.

2010 compared with 2009
Integration costs were £376 million compared with £859 million in 2009. The fall in integration costs primarily relates to RBS N.V., as they migrate onto RBS systems.


Accruals in relation to integration costs are set out below.
 
At  
1 January 
Charge 
to income  
Utilised 
during  
At 
31 December  
 
2011 
statement  
the year  
2011 
 
£m  
£m  
£m  
£m  
Staff costs - redundancy
— 
(8)
— 
Staff costs - other
— 
30 
(30)
— 
Premises and equipment
24 
(19)
11 
Other administrative expenses
— 
51 
(48)
Depreciation and amortisation
— 
11 
(11)
— 
 
24 
106 
(116)
14 

 
19

 
 
Business review continued
 
 
Restructuring costs
 
2011 
2010  
2009  
 
£m  
£m  
£m  
Staff costs
356 
353 
328  
Premises and equipment
156 
117 
48  
Other administrative expenses
276 
104 
51  
 
788 
574 
427  

2011 compared with 2010
Restructuring costs were £788 million compared with £574 million in 2010. The increase is due to the number of Group restructuring projects increasing during the year .

2010 compared with 2009
Restructuring costs were £574 million compared with £427 million in 2009. The increase is a result of the number of restructuring projects being undertaken.
 
Accruals in relation to restructuring costs are set out below.
 
At  
Currency 
Charge  
Utilised  
At  
 
1 January 
translation 
to income  
during  
  31 December  
 
2011 
adjustments 
statement  
the year  
2011 
 
£m  
£m 
£m  
£m  
£m  
Staff costs - redundancy
201 
— 
274 
(349)
126 
Staff costs - other
17 
(1)
82 
(58)
40 
Premises and equipment
117 
— 
156 
(107)
166 
Other administrative expenses
46 
(2)
276 
(210)
110 
 
381 
(3)
788 
(724)
442 

Divestment costs
 
2011 
2010  
2009  
 
£m  
£m  
£m  
Staff costs
95 
51 
— 
Premises and equipment
11 
— 
Other administrative expenses
59 
25 
— 
 
165 
82 
— 

2011 compared with 2010
Divestment costs of £165 million compared to £82 million in 2010 related to the European Commission mandated divestments.

2010 compared with 2009
Divestment costs of £82 million in the year relate to the European Commission mandated divestments.
 
Accruals in relation to divestment costs are set out below.
 
At  
Charge  
Utilised  
At  
 
1 January 
to income  
during  
31 December  
 
2011 
statement  
the year  
2011 
 
£m  
£m  
£m  
£m  
Staff costs - redundancy
22 
36 
(13)
45 
Staff costs - other
59 
(66)
Premises and equipment
— 
11 
(11)
— 
Other administrative expenses
59 
(40)
21 
 
32 
165 
(130)
67 

 
20

 
 
Business review continued
 
 
Impairment losses
   
 
2011 
2010  
2009  
 
£m  
£m  
£m  
New impairment losses
9,236 
9,667 
14,224 
Less: recoveries of amounts previously written-off
(527)
(411)
(325)
Charge to income statement
8,709 
9,256 
13,899 
       
Comprising:
     
Loan impairment losses
7,241 
9,144 
13,090 
Securities
 
 
 
  - managed bases
200 
112 
809 
  - sovereign debt impairment
1,099 
— 
— 
  - interest rate hedge adjustments on impaired available-for-sale Greek government bonds
169 
— 
 
1,468 
112 
809 
Charge to income statement
8,709 
9,256 
13,899 

2011 compared with 2010
Impairment losses decreased by 6% compared with 2010, driven largely by a £1,569 million reduction in Non-Core loan impairments, despite continuing challenges in Ulster Bank and corporate real estate portfolios. This was partially offset by impairments taken on the Group’s available-for-sale bond portfolio, as a result of the decline in the value of Greek sovereign bonds.

Retail & Commercial impairment losses fell by £153 million, driven by improving credit metrics in UK Retail and US Retail & Commercial partially offset by increases in Ulster Bank, largely reflecting a deterioration in credit metrics on the mortgage portfolio, and a single name provision in GTS.

Total Core and Non-Core Ulster Bank impairment losses decreased by 4%, as the £223 million increase in Core Ulster Bank losses was more than offset by a decrease in losses recognised in Non-Core.

The Group holds Greek government bonds with a notional amount of £1.45 billion. As a result of Greece’s continuing fiscal difficulties, the Group recorded impairment charges on these bonds totalling £1,099 million during the year. These charges were recorded to write the bonds down to their market price as at 31 December 2011 (c.21% of notional).
 
2010 compared with 2009
Impairment losses were £9,256 million, compared with £13,899 million in 2009. The 33% decrease reflects an overall improvement in the economic environments in which the Group operates.

Impairments fell in all Core businesses, except Ulster Bank Group, which faced an economic environment that remains challenging, with rising default levels across both personal and corporate portfolios.

Impairments for Ulster Bank Group (Core and Non-Core) increased to £3,843 million compared with £1,927 million in 2009.

A significant proportion of the reduction in Core impairments relates to lower specific and latent provisions in UK Corporate, US Retail & Commercial and GBM.

Non-Core impairments fell by 41% in 2010 reflecting the gradual improvement in the economic environment through 2010 and lower specific provisions, alongside a non-repeat of the large single name losses seen in 2009.

 
21

 
 
Business review continued


Tax
 
2011 
2010 
2009 
 
£m  
£m  
£m 
Tax (charge)/credit
(1,250)
(634)
429 
       
 
%  
%  
UK corporation tax rate
26.5 
28.0 
28.0  
Effective tax rate
nm 
nm 
16.2 

nm = not meaningful

The actual tax (charge)/credit differs from the expected tax credit computed by applying the standard rate of UK corporation tax as follows:

 
2011 
2010  
2009  
 
£m  
£m  
£m  
Expected tax credit
203 
112 
741 
Sovereign debt impairment where no deferred tax asset recognised
(275)
— 
— 
Other losses in year where no deferred tax asset recognised
(530)
(450)
(780)
Foreign profits taxed at other rates
(417)
(517)
(276)
UK tax rate change - deferred tax impact
(110)
(82)
— 
Unrecognised timing differences
(20)
11 
274  
Non-deductible goodwill impairment
(24)
(3)
(102)
Items not allowed for tax
     
  - losses on strategic disposals and write-downs
(72)
(311)
(152)
  - UK Bank levy
(80)
— 
— 
  - employee share schemes
(113)
(32)
(29)
  - other disallowable items
(271)
(296)
(327)
Non-taxable items
     
  - gain on sale of Global Merchant Services
12 
221 
— 
   - gain on redemption of own debt
— 
11 
693  
   - other non-taxable items
245 
341 
410  
Taxable foreign exchange movements
1  
Losses brought forward and utilised
94  
Adjustments in respect of prior years
196 
355 
(118)
Actual tax (charge)/credit
(1,250)
(634)
429 

2011 compared with 2010
The high tax charge in 2011 reflects profits in high tax regimes (principally US) and losses in low tax regimes (principally Ireland), losses in overseas subsidiaries for which a deferred tax asset has not been recognised (principally Ireland and the Netherlands) and the effect of two reductions of 1% in the rate of UK corporation tax enacted in March 2011 and July 2011 on the net deferred tax balance.

2010 compared with 2009
The high tax charge in 2010 reflects profits in high tax regimes and losses in low tax regimes, together with £450 million relating to losses in overseas subsidiaries for which a deferred tax asset has not been recognised, and £311 million mainly in respect of losses on disposal of businesses for which no tax relief if available. This was offset in part by the non-taxable gain arising on the disposal of 80.01% of the GMS business.
 

 
 
22

 
Business review continued

Divisional performance

Operating profit/(loss) by division
2011   
£m   
2010 
£m  
2009 
£m 
UK Retail
1,991 
1,372 
229 
UK Corporate
1,414 
1,463 
1,125 
Wealth
321 
304 
420 
Global Transaction Services
743 
1,088 
973 
Ulster Bank
(1,024)
(761)
(368)
US Retail & Commercial
479 
306 
(113)
Retail & Commercial
3,924 
3,772 
2,266 
Global Banking & Markets
1,561 
3,364 
5,758 
RBS Insurance
454 
(295)
58 
Central items
156 
577 
385 
Core
6,095 
7,418 
8,467 
Non-Core
(4,203)
(5,505)
(14,557)
Managed basis
1,892 
1,913 
(6,090)
       
Reconciling items
     
Fair value of own debt
1,846 
174 
(142)
Asset Protection Scheme
(906)
(1,550)
 
Payment Protection Insurance costs
(850)
— 
— 
Sovereign debt impairment
(1,099)
— 
— 
Amortisation of purchased intangible assets
(222)
(369)
(272)
Integration and restructuring costs
(1,064)
(1,032)
(1,286)
Gain on redemption of own debt
255 
553 
3,790 
Strategic disposals
(104)
171 
132 
Bank levy
(300)
— 
— 
Other
(214)
(259)
1,221 
Group operating loss before tax
(766)
(399)
(2,647)
 

 
 
23

 
Business review continued
 
Impairment losses/(recoveries) by division
2011  
£m 
2010  
£m 
2009  
£m 
UK Retail
788 
1,160 
1,679 
UK Corporate
785 
761 
927 
Wealth
25 
18 
33 
Global Transaction Services
166 
39 
Ulster Bank
1,384 
1,161 
649 
US Retail & Commercial
325 
517 
702 
Retail & Commercial
3,473 
3,626 
4,029 
Global Banking & Markets
49 
151 
640 
RBS Insurance
— 
— 
Central items
(2)
Core
3,520 
3,780 
4,678 
Non-Core
3,919 
5,476 
9,221 
Managed basis
7,439 
9,256 
13,899 
Reconciling items
     
Sovereign debt impairment
1,099 
— 
— 
Interest rate hedge adjustments on impaired available-for-sale Greek government bonds
169 
— 
— 
RFS Holdings minority interest
— 
— 
Group impairment losses
8,709 
9,256 
13,899 


Net interest margin by division
2011  
%  
2010  
2009  
UK Retail
3.92 
3.91 
3.59 
UK Corporate
2.58 
2.51 
2.22 
Wealth
3.59 
3.37 
4.38 
Global Transaction Services
5.52 
6.73 
9.22 
Ulster Bank
1.77 
1.84 
1.87 
US Retail & Commercial
3.06 
2.85 
2.37 
Retail & Commercial
3.21 
3.14 
2.89 
Global Banking & Markets
0.73 
1.05 
1.38 
Non-Core
0.64 
1.16 
0.69 
       
Group net interest margin
1.92 
2.06 
1.76  


Risk-weighted assets by division
2011  
£bn 
2010  
£bn 
2009  
£bn 
UK Retail
48.4 
48.8 
51.3 
UK Corporate
76.1 
81.4 
90.2 
Wealth
12.9 
12.5 
11.2 
Global Transaction Services
17.3 
18.3 
19.1 
Ulster Bank
36.3 
31.6 
29.9 
US Retail & Commercial
58.8 
57.0 
59.7 
Retail & Commercial
249.8 
249.6 
261.4 
Global Banking & Markets
151.1 
146.9 
123.7 
Other
10.8 
18.0 
9.4 
Core
411.7 
414.5 
394.5 
Non-Core
93.3 
153.7 
171.3 
Group before benefit of Asset Protection Scheme
505.0 
568.2 
565.8 
Benefit of Asset Protection Scheme
(69.1)
(105.6)
(127.6)
Group before RFS Holdings minority interest
435.9 
462.6 
438.2 
RFS Holdings minority interest
3.1 
2.9 
102.8 
Group
439.0 
465.5 
541.0 
 
 
 
24

 
Business review continued


 
Divisional performance continued
Employee numbers at 31 December
(full time equivalents in continuing operations rounded to the nearest hundred)

 
2011  
2010  
2009  
UK Retail
27,700 
28,2 00 
30 ,000 
UK Corporate
13,500 
13,100 
12,300 
Wealth
5,700 
5,200 
4,600 
Global Transaction Services
2,600 
2,600 
3,500 
Ulster Bank
4,200 
4,200 
4,500 
US Retail & Commercial
15,200 
15,700 
15,500 
Retail & Commercial
68,900 
69 ,000 
70 , 400  
Global Banking & Markets
17,000 
18,700 
17,900 
RBS Insurance
14,900 
14,5 00 
13,900 
Central items
6,200 
4,700 
4,200 
Core
107,000 
106 , 9 00 
106 , 400  
Non-Core
4,700 
6,9 00 
15,100 
 
111,700 
113 , 800  
121 , 500  
Business Services
34,000 
34,4 00 
38 , 600  
Integration and restructuring
1,100 
300 
500 
RFS Holdings minority interest
— 
— 
300 
Group
146,800 
148,500 
160,900 

 
25

 
Business review continued


UK Retail
 
2011  
2010  
2009  
 
£m 
£m 
£m 
Net interest income
4,272 
4,078 
3,452 
Net fees and commissions
1,066 
1,100  
1,244  
Other non-interest income
140 
322  
391 
Non-interest income
1,206 
1,422  
1,635  
Total income
5,478 
5,500  
5,087 
Direct expenses
     
  - staff
(839)
(889)
(968)
  - other
(437)
(480)
(458)
Indirect expenses
(1,423)
(1,514)
(1,619)
 
(2,699)
(2,883)
(3,045)
Insurance net claims
—  
(85)
(134)
Impairment losses
(788)
(1,160)
(1,679)
Operating profit
1,991 
1,372 
229 
       
Analysis of income by product
     
Personal advances
1,089 
993 
1,192 
Personal deposits
961 
1,102 
1,349 
Mortgages
2,277 
1,984 
1,214 
Cards
950 
962  
869 
Other, including bancassurance
201 
459  
463  
Total income
5,478 
5,500  
5,087  
       
Analysis of impairments by sector
     
Mortgages
182 
177 
124 
Personal
437 
682  
1,023 
Cards
169 
301 
532 
Total impairment losses
788 
1,160 
1,679 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase agreements) by sector
     
Mortgages
0.2% 
0.2% 
0.1% 
Personal
4.3% 
5.8% 
7.5% 
Cards
3.0% 
4.9% 
8.6% 
Total
0.7% 
1.1% 
1.6% 
       
Performance ratios
     
Return on equity (1)
26.4%  
18.0%  
3.0% 
Net interest margin
3.92% 
3.91% 
3.59% 
Cost:income ratio
49% 
52% 
60% 
Adjusted cost:income ratio (2)
49% 
53% 
61% 
       
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross) (3)
     
  - mortgages
95.0 
90.6  
83.2 
  - personal
10.1 
11.7  
13.6 
  - cards
5.7 
6.1 
6.2 
 
110.8 
108.4 
103 .0 
Customer deposits (excluding bancassurance) (3)
101.9 
96.1 
87.2 
Assets under management (excluding deposits)
5.5 
5.7 
5.3 
Risk elements in lending (3)
4.6 
4.6  
5.7  
Loan:deposit ratio (excluding repos)
106% 
110% 
115% 
Risk-weighted assets
48.4 
48.8  
51.3 
 
Notes:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 9% of the monthly average of divisional RWAs, adjusted for capital  deductions).
(2)
Adjusted cost:income ratio is based on total income after netting insurance claims, and operating expenses.
(3)
Includes disposal groups: loans and advances to customers - £7.3 billion; customer deposits - £8.8 billion; risk elements in lending - £0.5 billion.
 
 
 
26

 
Business review continued

 
UK Retail continued
In 2010, UK Retail set out an aspiration to become the UK’s most helpful bank and launched the Customer Charter.  In 2011, we made good progress on our Customer Charter commitments and the roll-out of innovation that actually helps customers. In December 2011, UK Retail refined its staff incentive scheme to further strengthen the role of customer service and to help build long lasting customer relationships.

Progress against the Customer Charter commitments is independently assessed and has shown encouraging results. By the end of 2011, we achieved the goal of serving 80% of our customers in less than 5 minutes in our busiest branches. Branch opening hours have also been extended and standardised, which means that our branches are now open for an additional 5,000 hours per week at times our customers have told us suit them.

Innovation has supported the delivery of Helpful Banking by focusing on solutions that make it easier for customers to bank with RBS and NatWest. An important example has been giving customers access to 24 hour emergency cash from NatWest and RBS ATMs when their cards are lost or stolen. We also updated our market-leading iPhone application and by the end of the year 1 million customers had downloaded the application. With successful apps also launched for iPad, Android and Blackberry, RBS is now the leading mobile bank in the UK.

2011 compared with 2010
UK Retail delivered strong full year results, as operating profit increased by £619 million to £1,991 million, despite continued uncertainty in the economic climate and the low interest rate environment. Impairments fell by £372 million, with further improvements in the unsecured book and continued careful mortgage underwriting. Return on equity improved to 26.4%.

The division continued to focus on growing secured lending while at the same time building customer deposits, thereby reducing the Group’s reliance on wholesale funding. Loans and advances to customers grew 2%, with a change in mix from unsecured to secured as the Group actively sought to improve its risk profile. Mortgage balances grew by 5%, while unsecured lending contracted by 11%.
 
-
Mortgage growth reflected continued strong new business levels. Gross mortgage lending market share of 10% continues above our stock position of 8%.

-
Customer deposits grew 6%, outperforming the market total deposit growth of 3%.  Savings balances grew by £6 billion, or 9%, with 1.5 million accounts opened, demonstrating the strength of our customer franchise and our strategy to further develop primary banking relationships.

Net interest income increased by 5% to £4,272 million, driven by strong balance sheet growth. Net interest margin remained broadly flat with recovering asset margins largely offset by more competitive savings rates and lower long term swap rate returns adversely impacting liability margins.

Non-interest income declined 15% to £1,206 million, primarily driven by lower investment and protection income as a result of the dissolution of the bancassurance joint venture.  In addition, a number of changes have been made to support delivery of Helpful Banking, such as ‘Act Now’ text alerts, which have decreased fee income.

Overall expenses decreased by 6%, with the adjusted cost:income ratio improving from 53% to 49%.  Cost reductions were driven by a clear management focus on process re-engineering and operational efficiency together with benefits from the dissolution of the bancassurance joint venture, partly offset by higher inflation rates in utility and mail costs.

Impairment losses decreased 32% to £788 million reflecting the impact of a strengthened risk appetite, and a more stable economic environment.

Risk-weighted assets were broadly stable, with volume growth in lower risk secured mortgages partly offset by a decrease in the unsecured portfolio.


 
27

 
Business review continued

2010 compared with 2009
Operating profit recovered strongly from the low levels recorded in 2008 and 2009 to £1,372 million and impairments fell by £519 million as the economic environment continued to recover.

The division has continued to focus in 2010 on growing secured lending while at the same time building customer deposits, thereby reducing the Group’s reliance on wholesale funding. Loans and advances to customers grew 5%, with a change in mix from unsecured to secured as the Group actively sought to improve its risk profile. Mortgage balances grew by 9% while unsecured lending contracted by 10%.

·   
Mortgage growth was due to good retention of existing customers and new business, the majority of which comes from the existing customer base. Gross mortgage lending market share remained broadly in line with 2009 at 12%, with the Group on track to meet its Government target on net mortgage lending.

·   
Customer deposits grew 10% on 2009, reflecting the strength of the UK Retail customer franchise, which outperformed the market in an increasingly competitive environment. Savings balances grew by £8 billion or 13% with 1.8 million accounts opened, outperforming the market total deposit growth of 3%. Personal current account balances increased by 3% on 2009.

Net interest income increased significantly by 18% to £4,078 million, driven by strong balance sheet growth and repricing. Net interest margin improved by 32 basis points to 3.91%, with widening asset margins partially offset by contracting liability margins in the face of a competitive deposit market.
 
Non-interest income declined 13% to £1,422 million, principally reflecting the restructuring of current account overdraft fees in the final quarter of 2009.

Expenses decreased by 5%, with the cost:income ratio (net of insurance claims) improving from 61% to 53%.

·   
Direct staff costs declined by 8%, largely driven by a clear management focus on process re-engineering enabling a 7% reduction in headcount.

·   
RBS continues to progress towards a more convenient, lower cost operating model, with over 4.8 million active users of online banking and a record share of new sales achieved through direct channels. More than 7.8 million accounts have switched to paperless statements and 276 branches now utilise automated cash deposit machines.

Impairment losses decreased 31% to £1,160 million primarily reflecting the recovery in the economic environment.

·   
The mortgage impairment charge was £177 million (2009 - £124 million) on a total book of £91 billion. Mortgage arrears rates marginally increased in 2010 but remain below the industry average, as reported by the Council of Mortgage Lenders. Repossessions showed only a small increase on 2009, as the Group continues to support customers facing financial difficulties.

·   
The unsecured lending impairment charge was £983 million (2009 - £1,555 million) on a total book of £18 billion.

Risk-weighted assets decreased by 5% to £48.8 billion, with lower unsecured lending, improving portfolio credit metrics and small procyclicality benefits more than offsetting growth in mortgages.

 
28

 
Business review continued


UK Corporate

 
2011 
2010  
2009  
 
£m 
£m 
£m 
Net interest income
2,585 
2,572 
2,292 
Net fees and commissions
948 
952 
858 
Other non-interest income
327 
371 
432 
Non-interest income
1,275 
1,323 
1,290 
Total income
3,860 
3,895 
3,582 
Direct expenses
     
  - staff
(780)
(778)
(753)
  - other
(335)
(359)
(260)
Indirect expenses
(546)
(534)
(517)
 
(1,661)
(1,671)
(1,530)
Impairment losses
(785)
(761)
(927)
Operating profit
1,414 
1,463 
1,125 
       
Analysis of income by business
     
Corporate and commercial lending
2,676 
2,598 
2,131 
Asset and invoice finance
660 
617 
501 
Corporate deposits
683 
728 
986 
Other
(159)
(48)
(36)
Total income
3,860 
3,895 
3,582 
       
Analysis of impairments by sector
     
Banks and financial institutions
20 
20 
15 
Hotels and restaurants
59 
52 
98 
Housebuilding and construction
103 
131 
106 
Manufacturing
34 
51 
Other
163 
127 
150 
Private sector education, health, social work, recreational and community services
113 
30 
59 
Property
170 
245 
259 
Wholesale and retail trade, repairs
85 
91 
76 
Asset and invoice finance
38 
64 
113 
Total impairment losses
785 
761 
927 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase  agreements) by sector
     
Banks and financial institutions
0.4% 
0.3% 
0.2% 
Hotels and restaurants
1.0% 
0.8% 
1.5% 
Housebuilding and construction
2.6% 
2.9% 
2.5% 
Manufacturing
0.7% 
— 
0.9% 
Other
0.5% 
0.4% 
0.5% 
Private sector education, health, social work, recreational and community services
1.3% 
0.3% 
0.9% 
Property
0.6% 
0.8% 
0.8% 
Wholesale and retail trade, repairs
1.0% 
0.9% 
0.7% 
Asset and invoice finance
0.4% 
0.6% 
1.3% 
Total
0.7% 
0.7% 
0.8% 
       
Performance ratios
     
Return on equity (1)
12.4% 
12.1% 
9.4% 
Net interest margin
2.58% 
2.51% 
2.22% 
Cost:income ratio
43% 
43% 
43% 

Note:
(1)
Divisional return on equity is based on divisional operating profit after tax , divided by average notional equity (based on 9% of the monthly average of divisional RWAs, adjusted for capital deductions).


 
29

 
Business review continued


 
2011  
2010  
2009  
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Total third party assets
111.8 
114.6 
114.9 
Loans and advances to customers (gross) (1)
     
  - banks and financial institutions
5.7 
6.1 
6.3 
  - hotels and restaurants
6.1 
6.8 
6.7 
  - housebuilding and construction
3.9 
4.5 
4.3 
  - manufacturing
4.6 
5.3 
5.9 
  - other
32.6 
31.0 
29.9 
  - private sector education, health, social work, recreational and community services
8.7 
9.0 
6.5 
  - property
28.2 
29.5 
33.0 
  - wholesale and retail trade, repairs
8.5 
9.6 
10.2 
  - asset and invoice finance
10.4 
9.9 
8.8 
 
108.7 
111.7 
111.6 
       
Customer deposits (1)
100.9 
100.0 
87.8 
Risk elements in lending (1)
5.0 
4.0 
2.3 
Loan:deposit ratio (excluding repos)
106% 
110% 
126% 
Risk-weighted assets
76.1 
81.4 
90.2 

Note:
(1)
Includes disposal groups: loans and advances to customers - £12.2 billion; customer deposits - £21.8 billion; risk elements in lending - £1.0 billion.

In 2011, UK Corporate focused on supporting its customers through challenging economic times. As a result of over 5,000 hours of customer research, UK Corporate launched the ‘Ahead for Business’ promise to its small and medium-sized enterprise (SME) customers.

To deliver on this, the division launched a number of initiatives to improve the service it offers to customers. For example, the ‘Working with You’ initiative, has seen over 4,600 visits to customer businesses since its launch in Q2 2011.  Additionally, following the launch of the relationship manager accreditation programme, also in Q2 2011, almost all relationship managers have gained full accreditation in the initial phase.

UK Corporate continued to support new and existing businesses during 2011:
·   
launching its best ever fixed rate loan product for SMEs;
·   
reacting quickly after the August riots to give affected businesses access to special interest rate and fee free lending products;
·   
answering over 4,000 calls on the Start-up Hotline, offering free advice and a complementary business plan review service; and
·   
supporting more debt capital and loan market deals for larger corporates than any other bank .

The division also took measures to reduce the risk retained in the business allowing for quicker and more consistent decisions by simplifying the credit underwriting process and improving automated decision making.

2011 compared with 2010
Operating profit decreased 3% to £1,414 million, as lower income and higher impairments were only partially offset by a decrease in expenses. Net interest income remained broadly flat.  Net interest margin improved 7 basis points with benefits from re-pricing the lending portfolio and the revision to income deferral assumptions in Q1 2011 partially offset by increased funding costs together with continued pressure on deposit margins.  A 1% increase in deposit balances supported an improvement in the loan:deposit ratio to 106%.

Non-interest income decreased by 4% as a result of lower GBM cross-sales and fee income, partially offset by increased Invoice Finance and Lombard income.

Excluding the £29 million OFT penalty in 2010, total costs increased by 1%, largely reflecting increased investment in the business and higher costs of managing the non-performing book.

Impairments of £785 million were 3% higher due to increased specific impairments and collectively assessed provisions, partially offset by lower latent loss provisions.

2010 compared with 2009
Operating profit grew by £338 million, 30%, compared with 2009, driven by strong income growth and significantly lower impairments, partially offset by higher costs.

UK Corporate performed strongly in the deposit market, with customer deposit balance growth of £12 billion contributing to a 16 percentage point improvement in the loan:deposit ratio in 2010. While customer lending increased only marginally (with gross lending largely offset by customer deleveraging) net interest income rose by £280 million, 12%, and net interest margin rose by 29 basis points driven primarily by the good progress made on loan repricing.

Non-interest income increased 3% reflecting strong refinancing levels and increased operating lease activity, partially offset by lower sales of financial market products.

Total costs increased 9% (£141 million) or 5% excluding the OFT penalty in 2010, legal recovery in 2009 and the normalisation of staff compensation phasing.

Impairments were 18% lower, primarily as a result of higher charges taken during the first half of 2009 to reflect potential losses in the portfolio not yet specifically identified.

Return on equity increased from 9.4% to 12.1%, reflecting higher operating profit and lower RWAs as a result of improved risk metrics.
 
30

 
Business review continued


Wealth

 
2011  
2010  
2009  
 
£m 
£m 
£m 
Net interest income
718 
609 
663 
Net fees and commissions
375 
376 
363 
Other non-interest income
84 
71 
83 
Non-interest income
459 
447 
446 
Total income
1,177 
1,056 
1,109 
Direct expenses
     
  - staff
(413)
(382)
(357)
  - other
(195)
(142)
(144)
Indirect expenses
(223)
(210)
(155)
 
(831)
(734)
(656)
Impairment losses
(25)
(18)
(33)
Operating profit
321 
304 
420 
       
Analysis of income
     
Private banking
975 
857 
916 
Investments
202 
199 
193 
Total income
1,177 
1,056 
1,109 
       
Performance ratios
     
Return on equity (1)
18.7% 
18.9% 
30.3% 
Net interest margin
3.59% 
3.37%  
4.38%  
Cost:income ratio
71% 
70%  
59%  
       
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross)
     
  - mortgages
8.3 
7.8 
6.5 
  - personal
6.9 
6.7 
4.9 
  - other
1.7 
1.6 
2.3 
 
16.9 
16.1 
13.7 
Customer deposits (2)
38.2 
37.1  
35.7 
Assets under management (excluding deposits) (2)
30.9 
33.9  
32.5  
Risk elements in lending
0.2 
0.2 
0.2 
Loan:deposit ratio (excluding repos) (2)
44% 
43%  
38% 
Risk-weighted assets
12.9 
12.5  
11.2 

Notes:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 9% of the monthly average of divisional RWAs, adjusted for capital deductions).
(2)
2010 and 2009 comparatives have been revised to reflect the current reporting methodology.
 
 
 
31

 
Business review continued

 
2011 has been a significant year for the Coutts businesses from a strategic perspective. In Q1 2011, a new divisional strategy was defined with the execution of early changes already making an impact.

Key strategic changes in 2011 included:

·   
A refreshed Coutts brand bringing Coutts UK and RBS Coutts under one single contemporary brand.

·   
A refocus on territories where the businesses have the opportunity for greatest scale or growth such as UK, Asia, Middle East, and Eastern Europe.

·   
Further development of client propositions as well as the portfolio of products and services for key international markets.

·   
Strategic investment in technology leading to the development of a single global technology platform for the Wealth division. The platform was successfully deployed in Adam & Company in 2011 with Coutts UK to follow in 2012.

·   
Strengthening the connectivity between Wealth and other Group divisions including referrals in international jurisdictions and improved connectivity with UK Corporate.

·   
Continued activity to ensure the division responds to new or expected regulatory changes with proactive solution design and preparation.

·   
Injection of new management into key roles from both internal and external sources including key segment heads, marketing, products & services, and international executive leadership.

Following the establishment of a single global brand in Q4 2011, focus turned to the reorganisation of key global functions such as marketing and product & services, as well as some local management structures. These reorganisations have realigned the division to maximise execution of the divisional strategy.

The execution plan for the strategy will continue into 2012 and position Wealth strongly against its peers.

2011 compared with 2010
Operating profit increased by 6% on 2010 to £321 million, driven by an 11% growth in income partially offset by increases in expenses and impairments.

Income increased by £121 million with a 24 basis points improvement in lending margins, strong treasury income and increases in lending and deposit volumes. Non-interest income rose 3%, with investment income growing 2% despite turbulent market conditions.

Expenses increased by £97 million, largely driven by adverse foreign exchange movements and headcount growth to service the increased revenue base.  Additional strategic investment in technology enhancement, rebranding and programmes to support regulatory change also contributed to the increase.

Client assets and liabilities managed by the division decreased by 1%. Customer deposits grew 3% in a competitive environment and lending volumes grew 5%. Assets under management declined 9%, with fund outflows contributing 3% of the decrease and market conditions making up the balance.

2010 compared with 2009
2010 operating profit fell by 28% driven by lower net interest income and higher expenses, partly offset by a 45% decline in impairments in the year.

Income declined by 5% primarily due to lower net interest income. Strong lending and investment income was offset by the impact of a competitive deposit market.

Expenses grew by 12% to £734 million. Direct expenses were up 5%, £23 million reflecting additional strategic investment. Indirect expenses increased by £55 million reflecting a change in allocation of Business Services costs.

Assets under management grew by 4% largely through improving market conditions..
 
32

 
Business review continued


Global Transaction Services

 
2011  
2010  
2009  
 
£m 
£m 
£m 
Net interest income
1,076 
974 
912 
Non-interest income
1,175 
1,587 
1,575 
Total income
2,251 
2,561 
2,487 
Direct expenses
     
  - staff
(375)
(411)
(371)
  - other
(113)
(159)
(161)
Indirect expenses
(854)
(894)
(943)
 
(1,342)
(1,464)
(1,475)
Impairment losses
(166)
(9)
(39)
Operating profit
743 
1,088 
973 
       
Analysis of income by product
     
Domestic cash management
866 
818 
805 
International cash management
868 
801 
734 
Trade finance
318 
309 
290 
Merchant acquiring
16 
451 
505 
Commercial cards
183 
182 
153 
Total income
2,251 
2,561 
2,487 
       
Performance ratios
     
Return on equity (1)
30.4% 
42.8% 
42.2% 
Net interest margin
5.52% 
6.73% 
9.22% 
Cost:income ratio
60% 
57% 
59% 
       
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Total third party assets
25.9 
25.2 
18.4 
Loans and advances
15.8 
14.4 
12.7 
Customer deposits
71.7 
69.9 
61.8 
Risk elements in lending
0.2 
0.1 
0.2 
Loan:deposit ratio (excluding repos)
22% 
21% 
21% 
Risk-weighted assets
17.3 
18.3 
19.1 

Note:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 9% of the monthly average of divisional RWAs, adjusted for capital deductions).
 
 

 
 
33

 
Business review continued

Global Transaction Services (GTS) recognises the important role international trade plays in a strong global economy and throughout 2011 the division supported UK companies, both in the UK and overseas, to do more business internationally.  This support included delivering a series of UK Government-backed ‘Doing Business in Asia’ events.

During the year, GTS invested in improving existing products and services and also in developing new ones.  To help corporate treasurers manage their global positions, the division launched a global Liquidity Solutions Portal, giving its customers a view of their operational and investment balances and rates all in one place, improving transparency, and enabling them to execute and redeem investments effectively.

2011 compared with 2010
Operating profit was down 32%, partly reflecting the sale of Global Merchant Services (GMS) which completed on 30 November 2010. Adjusting for the disposal, operating profit decreased 16%, driven by an impairment provision on a single name in 2011.

Excluding GMS income of £451 million, income was 7% higher driven by the success of deposit-gathering initiatives, as deposits increased £2 billion in a competitive environment.

Excluding GMS expenses of £244 million, expenses increased by 10%, reflecting business improvement initiatives and investment in technology and support infrastructure.

Impairment losses increased to £166 million compared with £9 million in 2010 reflecting a single name impairment.

For the eleven months in 2010 before completion of the disposal, GMS generated income of £451 million, total expenses of £244 million and an operating profit of £207 million.

2010 compared with 2009
Operating profit increased 12%,  driven by a robust income performance (which has more than compensated for the loss of Global Merchant Services (GMS) income), good cost control and lower impairments. Adjusting for the disposal operating profit increased 21%.

For the eleven months before disposal, GTS booked income of £451 million and total expenses of £244 million for GMS, generating an operating profit of £207 million.

Income was up 3%, or 6% excluding GMS, reflecting higher deposit volumes in the International Cash Management business, growth in the Trade Finance business and improved Commercial Card transaction volumes.

Expenses were broadly in line with 2009, at £1,464 million, as increased investment in front office and support infrastructure was mitigated by tight management of business costs.

Third party assets increased by £6.8 billion, or £7.6 billion excluding GMS, as Yen clearing activities were brought in-house and loans and advances increased.

 
34

 
Business review continued


Ulster Bank

 
2011  
2010  
2009  
 
£m 
£m 
£m 
Net interest income
696 
761 
780 
Net fees and commissions
142 
156 
228 
Other non-interest income
69 
58 
26 
Non-interest income
211 
214 
254 
Total income
907 
975 
1,034 
Direct expenses
     
  - staff
(221)
(237)
(325)
  - other
(67)
(74)
(86)
Indirect expenses
(259)
(264)
(342)
 
(547)
(575)
(753)
Impairment losses
(1,384)
(1,161)
(649)
Operating loss
(1,024)
(761)
(368)
       
Analysis of income by business
     
Corporate
435 
521 
580 
Retail
428 
465 
412 
Other
44 
(11)
42 
Total income
907 
975 
1,034 
       
Analysis of impairments by sector
     
Mortgages
570 
294 
74 
Corporate
     
  - property
324 
375 
306 
  - other corporate
434 
444 
203 
Other lending
56 
48 
66 
Total impairment losses
1,384 
1,161 
649 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase  agreements) by sector
     
Mortgages
2.8% 
1.4% 
0.5% 
Corporate
     
  - property
6.8% 
6.9% 
3.0% 
  - other corporate
5.6% 
4.9% 
1.8% 
Other lending
3.5% 
3.7% 
2.7% 
Total
4.1% 
3.1% 
1.6% 
Performance ratios
     
Return on equity (1)
(26.1%)
(21.0%)
(11.7%)
Net interest margin
1.77% 
1.84% 
1.87% 
Cost:income ratio
60% 
59% 
73% 


Note:
(1)
Divisional return on equity is based on divisional operating loss after tax divided by average notional equity (based on 9% of the monthly average of divisional RWAs, adjusted for capital deductions).
 
 
 
35

 
Business review continued


 
2011  
2010  
2009  
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Loans and advances to customers (gross)
     
  - mortgages
20.0 
21.2 
16.2 
  - corporate
     
      - property
4.8 
5.4 
10.1 
      - other corporate
7.7 
9.0 
11.0 
  - other lending
1.6 
1.3 
2.4 
 
34.1 
36.9 
39.7 
       
Customer deposits
21.8 
23.1 
21.9 
Risk elements in lending
     
  - mortgages
2.2 
1.5 
0.6 
  - corporate
     
      - property
1.3 
0.7 
0.7 
      - other corporate
1.8 
1.2 
0.8 
  - other lending
0.2 
0.2 
0.2 
 
5.5 
3.6 
2.3 
Total risk elements in lending
     
Loan:deposit ratio (excluding repos)
143% 
152% 
177% 
Risk-weighted assets
36.3 
31.6 
29.9 
       
Spot exchange rate - €/£
1.196 
1.160 
1.126 


2011 was another difficult year for the business due to the continued challenging economic environment. This was reflected in the financial performance, with ongoing pressure on income and a further increase in impairment losses.

Ulster Bank continues to make progress on its customer commitments and deposit gathering strategy, while cost management and targeting growth in areas that leverage competitive advantage, remain priorities.  In 2011, customer numbers increased by 2%, representing a strong performance in current and savings accounts, driven by the enhanced customer service highlighted by our 'Help for what matters' programme.

Following a review of the cost base and operating model, 950 proposed job losses were announced in January 2012, the majority of which are expected by the end of 2012. This decision is a necessary part of the changes required to build a stronger sustainable business for the future.
 
2011 compared with 2010
Operating profit before impairment losses decreased by £40 million in 2011 with lower income partially mitigated by cost savings. Impairment losses of £1,384 million increased by 19% from 2010 resulting in an operating loss of £1,024 million, 35% higher than 2010.

Income fell by 7% driven by a contracting performing loan book coupled with higher funding costs. Loans and advances to customers decreased by 8% during 2011.

Expenses fell by 5% reflecting tight management of the cost base across the business.

Impairment losses increased by 19% largely reflecting the deterioration in credit metrics on the mortgage portfolio driven by a combination of higher debt flow and further fall in asset prices.

Despite intense competition, retail and small business deposit balances have grown strongly throughout 2011, driven by the benefits of a focused deposit gathering strategy.  However, total customer deposit balances fell by 6% terms largely driven by the outflow of wholesale customer balances due to rating downgrades.

Risk-weighted assets increased by 15% in 2011 reflecting the deterioration in credit risk metrics.

 
36

 
Business review continued


Ulster Bank   continued
2010 compared with 2009
Overall performance deteriorated in 2010, largely as a result of an increase in impairment losses of £512 million. Operating profit before impairment increased to £400 million, up 42%, driven by the culmination of a bank-wide cost saving programme during 2010

Net interest income decreased by 2%, as actions to increase asset margins were eroded by tightening deposit margins due to intensive market competition and movements in foreign exchange rates.

Non-interest income was 16% lower, basis reflecting a non-recurring gain in 2009.

Loans to customers fell by 7%. On 1 July 2010 the division transferred a portfolio of development property assets to the Non-Core division, partially offset by a simultaneous transfer of a portfolio of retail mortgage assets to the core business.

Despite intense competition, customer deposit balances increased by 5% over the year with strong growth across all deposit categories, driven by a focus on improving the bank’s funding profile.

Expenses were 24% lower. The strong year-on-year performance in expenses was primarily driven by an increased focus on active management of the cost base, and the benefits derived from the business restructuring and cost-saving programme which commenced in 2009.

Impairment losses increased by £512 million to £1,161 million reflecting the deteriorating economic environment in Ireland and rising default levels across both personal and corporate portfolios. Lower asset values, particularly in property-related lending together with pressure on borrowers with a dependence on consumer spending have resulted in higher corporate loan losses, while higher unemployment, lower incomes and increased taxation have driven mortgage impairment increases.

Risk-weighted assets have increased due to deteriorating credit risk metrics.

Customer numbers increased by 3% during 2010, with a strong performance in current and savings accounts switchers.
 
37

 
Business review continued


US Retail & Commercial

 
2011  
2010  
2009  
 
2011  
2010  
2009  
 
US$m 
US$m 
US$m 
 
£m 
£m 
£m 
Net interest income
3,042 
2,962 
2,777 
 
1,896 
1,917 
1,775 
Net fees and commissions
1,138 
1,126 
1,119 
 
709 
729 
714 
Other non-interest income
473 
465 
368 
 
295 
300 
235 
Non-interest income
1,611 
1,591 
1,487 
 
1,004 
1,029 
949 
Total income
4,653 
4,553 
4,264 
 
2,900 
2,946 
2,724 
Direct expenses
             
  - staff
(1,313)
(1,212)
(1,214)
 
(819)
(784)
(776)
  - other
(874)
(880)
(929)
 
(544)
(569)
(593)
Indirect expenses
(1,176)
(1,189)
(1,196)
 
(733)
(770)
(766)
 
(3,363)
(3,281)
(3,339)
 
(2,096)
(2,123)
(2,135)
Impairment losses
(521)
(799)
(1,099)
 
(325)
(517)
(702)
Operating profit/(loss)
769 
473 
(174)
 
479 
306 
(113)
               
Average exchange rate - US$/£
       
1.604 
1.546 
1.566 
               
Analysis of income by product
             
Mortgages and home equity
744 
786 
781 
 
464 
509 
499 
Personal lending and cards
673 
735 
706 
 
420 
476 
451 
Retail deposits
1,474 
1,397 
1,296 
 
918 
903 
828 
Commercial lending
931 
896 
848 
 
580 
580 
542 
Commercial deposits
469 
495 
624 
 
292 
320 
398 
Other
362 
244 
 
226 
158 
Total income
4,653 
4,553 
4,264 
 
2,900 
2,946 
2,724 
               
Analysis of impairments by sector
             
Residential mortgages
56 
90 
113 
 
35 
58 
72 
Home equity
160 
194 
261 
 
99 
126 
167 
Corporate and commercial
87 
312 
510 
 
54 
202 
326 
Other consumer
92 
150 
215 
 
57 
97 
137 
Securities
126 
53 
— 
 
80 
34 
— 
Total impairment losses
521 
799 
1,099 
 
325 
517 
702 
               
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase agreements) by sector
             
Residential mortgages
0.6% 
1.0% 
1.1% 
 
0.6% 
1.0% 
1.1% 
Home equity
0.7% 
0.8% 
1.0% 
 
0.7% 
0.8% 
1.1% 
Corporate and commercial
0.2% 
1.0% 
1.6% 
 
0. 2% 
1.0% 
1.7% 
Other consumer
0.8% 
1.4% 
1.8% 
 
0. 8% 
1.4% 
1.8% 
Total
0.5% 
1.0% 
1.4% 
 
0.5% 
1.0% 
1.4% 
               
Performance ratios
             
Return on equity (1)
6.3% 
3.6% 
(1.3%)
 
6.3% 
3.6% 
(1.3%)
Net interest margin
3.06% 
2.85% 
2.37% 
 
3.06% 
2.85% 
2.37% 
Cost:income ratio
72% 
72% 
78% 
 
72% 
72% 
78% 


Note:
(1)
Divisional return on equity is based on divisional operating profit/(loss) after tax divided by average notional equity (based on 9% of the monthly average of divisional RWAs, adjusted for capital deductions).
 
 
 
38

 
Business review continued


 
US Retail & Commercial continued
 
2011  
2010  
2009  
 
2011  
2010  
2009  
 
US$bn 
US$bn 
US$bn 
 
£bn  
£bn  
£bn  
Capital and balance sheet
             
Total third party assets
115.3 
110.5 
122.3 
 
74.5 
71.2 
75.4 
Loans and advances to customers (gross)
             
  - residential mortgages
9.4 
9.4  
10.6 
 
6.1 
6.1 
6.5 
  - home equity
23.1 
23.6  
25.0 
 
14.9 
15.2 
15.4 
  - corporate and commercial
35.3 
31.7  
31.6 
 
22.8 
20.4 
19.5 
  - other consumer
11.8 
10.6  
12.1 
 
7.6 
6.9 
7.5 
 
79.6 
75.3 
79.3 
 
51.4 
48.6 
48.9 
Customer deposits (excluding repos)
92.1 
91.2 
97.4 
 
59.5 
58.7 
60.1 
Risk elements in lending
             
  - retail
1.0 
0.7 
0.6 
 
0.6 
0.4 
0.4 
  - commercial
0.6 
0.7 
0.4 
 
0.4 
0.5 
0.2 
Total risk elements in lending
1.6 
1.4 
1.0 
 
1.0 
0.9 
0.6 
Loan:deposit ratio (excluding repos)
85% 
81% 
80% 
 
85% 
81% 
80% 
Risk-weighted assets
91.1 
88.4  
96.9 
 
58.8 
57.0 
59.7 
               
Spot exchange rate - US$/£
       
1.548 
1.552 
1.622 


Sterling weakened relative to the US dollar during the fourth quarter, with the average exchange rate decreasing by 2% compared with Q3 2011.

US R&C continued to focus on its back-to-basics strategy, with good progress made in developing the division’s customer franchise during 2011. The bank continued to re-energise the franchise through new branding, product development and competitive pricing.

To strengthen retail alignment and improve efficiencies, US R&C formed a consolidated Consumer Banking division by combining management of the retail banking franchise with the consumer lending division during H2 2011. This continued focus on alignment is expected to further contribute to the improved penetration of loan products to deposit households, which has already increased in ten consecutive quarters. The penetration of on-line banking customers, a key indicator of customer retention, also continued to improve during 2011.
 
To enhance the customer experience, in Q4 2011, Consumer Banking introduced four core Customer Commitments, built around feedback received from customers in Massachusetts. In Q1 2012, the Commitments will be rolled out to Citizens Financial Group’s (CFG’s) entire branch footprint.

Significant organisational changes and investment in Commercial Banking, including unification under the RBS Citizens brand, has been important in positioning the business for growth. The enhanced sales training programme for managers and sales colleagues in this business has begun to deliver results with both higher credit balances and increased client satisfaction.  External researchers TNS awarded Citizens the second highest score in relationship manager satisfaction among its competitors for 2011.

Risk management was also an important focus for 2011 and in Q4 2011, CFG’s Board of directors approved a new formal risk appetite statement aimed at ensuring sustained predictable earnings and further strengthening the control environment.


 
39

 
Business review continued


2011 compared with 2010
Operating profit increased to £479 million ($769 million) from £306 million ($473 million), an increase of £173 million ($296 million), or 56%.  Excluding a credit of £73 million ($113 million) related to changes to the defined benefit plan in Q2 2010, operating profit increased by £246 million ($409 million), or 106%, substantially driven by lower impairments and improved income.

The macroeconomic operating environment remained challenging, with low rates, high unemployment, a soft housing market, sluggish consumer activity and the continuing impact of legislative changes including the Durbin Amendment in the Dodd-Frank Act which became effective on 1 October 2011.

The Durbin Amendment lowers the allowable interchange on debit transactions to $0.23-$0.24 per transaction. The current annualised impact of the Durbin Amendment is estimated at £94 million ($150 million) .

Net interest income was down £21 million, 2%. In US dollar terms, net interest income increased by $80 million, 3%. Net interest margin improved by 21 basis points to 3.06% reflecting changes in deposit mix, continued discipline around deposit pricing and the positive impact from the balance sheet restructuring programme carried out during Q3 2010 combined with strong commercial loan growth, partially offset by run-off of consumer loans.

Non-interest income was down £25 million, 1%. In US dollar terms, non-interest income increased by $20 million, 1%. The increase is primarily driven by higher account and transaction fees, partially offset by the impact of legislative changes on debit card and deposit fees.

Excluding the defined benefit plan credit of £73 million ($113 million) in Q2 2010, total expenses were down £100 million, 5% ($31 million in US dollar terms) due to a number of factors including lower Federal Deposit Insurance Corporation (FDIC) deposit insurance levies, and lower litigation and marketing costs, partially offset by higher regulatory costs.

Impairment losses declined by £192 million ($278 million), or 37%, largely reflecting an improved credit environment slightly offset by higher impairments related to securities.  Loan impairments as a percent of loans and advances improved to 0.5% from 1.0%.

Customer deposits were up 1% with particularly strong growth achieved in checking balances.  Consumer checking balances grew by 6%, while small business checking balances grew by 5% over the year.
 
2010 compared with 2009
Operating profit of £306 million ($473 million) represented a marked improvement from an operating loss of £113 million ($174 million) with income up 7%, expenses down 2% and impairment losses down 27%.

Net interest income was up 7%, despite a smaller balance sheet, with net interest margin improving by 48 basis points to 2.85%.

Non-interest income was up 7% reflecting higher mortgage banking and debit card income, commercial banking fees and higher gains on securities realisations. This was partially offset by lower deposit fees which were impacted by Regulation E legislative changes in 2010. In addition, gains of £213 million ($330 million) were recognised on the sale of available-for-sale securities as part of the balance sheet restructuring exercise, but these were almost wholly offset by losses crystallised on the termination of swaps hedging fixed-rate funding.

Total expenses were down 2%, reflecting a £73 million ($113 million) credit related to changes to the defined benefit pension plan, and lower Federal Deposit Insurance Corporation (FDIC) deposit insurance levies, partially offset by the impact of changing rates on the valuation of mortgage servicing rights and litigation costs.

Impairment losses declined 27%, following significant loan reserve building in 2009 and a gradual improvement in the underlying credit environment, offset by higher impairments related to securities. Loan impairments as a percentage of loans and advances decreased from 1.4% to 1.0% .
 
40

 
Business review continued


Global Banking & Markets

 
2011  
2010  
2009  
 
£m 
£m 
£m 
Net interest income from banking activities
707 
1,252 
2,424 
Funding costs of rental assets
(42)
(37)
(49)
Net interest income
665 
1,215 
2,375 
Net fees and commissions receivable
1,049 
1,283 
1,335 
Income from trading activities
4,735 
5,218 
7,812 
Other operating income
(508)
196 
(464)
Non-interest income
5,276 
6,697 
8,683 
Total income
5,941 
7,912 
11,058 
Direct expenses
     
  - staff
(2,454)
(2,693)
(2,904)
  - other
(928)
(842)
(777)
Indirect expenses
(949)
(862)
(979)
 
(4,331)
(4,397)
(4,660)
Impairment losses
(49)
(151)
(640)
Operating profit
1,561 
3,364 
5,758 
       
Analysis of income by product
     
Rates - money markets
(212)
65 
1,714 
Rates - flow
1,668 
1,985 
3,142 
Currencies
868 
870 
1,277 
Credit and asset-backed markets
1,424 
2,215 
2,255 
Fixed income & currencies
3,748 
5,135 
8,388 
Portfolio management and origination
1,343 
1,777 
1,185 
Equities
781 
933 
1,474 
Total excluding fair value derivative liabilities
5,872 
7,845 
11,047 
Fair value derivative liabilities
69 
67 
11 
Total income
5,941 
7,912 
11,058 
       
Analysis of impairments by sector
     
Manufacturing and infrastructure
(139)
51
(91)
Property and construction
(42)
(74)
(49)
Banks and financial institutions
54 
(177)
(348)
Other
78 
49
(152)
Total impairment losses
(49)
(151)
(640)
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase  agreements)
0.1% 
0.2% 
0.6% 
       
Performance ratios
     
Return on equity (1)
7.7% 
16.6% 
29.8% 
Net interest margin
0.73% 
1.05% 
1.38% 
Cost:income ratio
73% 
56% 
42% 
Compensation ratio (2)
41% 
34% 
26% 
Compensation ratio - continuing business
39% 
32% 
 


Notes:
(1)
Divisional return on equity is based on divisional operating profit after tax divided by average notional equity (based on 10% of the monthly average of divisional RWAs, adjusted for capital deductions).
(2)
Compensation ratio is based on staff costs as a percentage of total income.
 

 
 
41

 
Business review continued


 
2011  
2010  
2009  
 
£bn 
£bn 
£bn 
Capital and balance sheet
     
Loans and advances to customers
74.7 
75.1 
90.9 
Loans and advances to banks
29.9 
44.5 
36.9 
Reverse repos
100.5 
94.8 
73 . 3  
Securities
111.0 
119.2 
106 .0 
Cash and eligible bills
28.1 
38.8 
74 .0 
Other
17.5 
24.3 
31.1 
Total third party assets (excluding derivatives mark - to - market)
361.7 
396.7 
412.2 
Net derivative assets (after netting)
37.0 
37.4 
68.0 
Customer deposits (excluding repos)
37.4 
38.9 
46.9 
Risk elements in lending
1.8 
1.7 
1.8 
Risk-weighted assets
151.1 
146.9 
123.7 

During Q4 2011, the market environment continued to weaken.  Market volatility remained elevated and liquidity depressed as markets reacted to developments in the European sovereign debt crisis.  Deal flow was weak reflecting investor pessimism about the outlook for the world economy.  Throughout the year, GBM continued to deliver core products and innovative solutions to clients, while also focusing on management of its cost base and on tight control of its risk positions.

On 12 January 2012 the Group announced changes to its wholesale banking operations in light of a changed market and regulatory environment. The changes will see the reorganisation of RBS’s wholesale businesses into ‘Markets’ and ‘International Banking’ and the exit and downsizing of selected activities.  The changes will ensure the wholesale businesses continue to deliver against the Group’s strategy.

2011 compared with 2010
Operating profit fell by 54%, from £3,364 million for 2010 to £1,561 million for 2011, driven by a 25% decrease in revenue. The year was characterised by volatile and deteriorating credit markets, especially during the second half of the year when the European sovereign debt crisis drove a sharp widening in credit spreads.

Due to this deterioration in the markets both the Rates and Credit businesses suffered significantly, and income from trading activities, which is after funding costs both internal and external, fell from £5,218 million in 2010, to £4,735  million in 2011. The heightened volatility increased risk aversion amongst clients and limited opportunities for revenue generation in the secondary markets.

Portfolio Management and Origination revenue also fell sharply as clients curtailed new activity and continued to repay existing debt.

Equities revenue fell 16% as wider market conditions reduced investor confidence, resulting in lower client issuance and reduced activity in the secondary markets.

Total costs fell by 2% despite increased investment costs in 2011, which included a programme to meet new regulatory requirements. The compensation ratio in GBM excluding discontinued businesses was 39%, driven by fixed salary costs and prior year deferred awards. Variable compensation accrued in the first half of the year were reduced in the second half of the year, leaving the 2011 variable compensation awards 58% lower than 2010, compared with a 54% fall in operating profit, as detailed on page 289 .

Third party assets fell from £396.7 billion in 2010 to £361.7 billion in 2011 as a result of lower levels of activity and careful management of balance sheet exposures.

A 3% increase in risk-weighted assets reflected the impact of significant regulatory changes, with a £21 billion uplift as a result of CRD III, largely offset by the impact of the division’s focus on risk management.

2010 compared with 2009
A fall in operating profit , of 42% year on year reflects sharply reduced revenue partially offset by lower costs and a significant improvement in impairments.

Total income was £3,146 million lower in 2010 driven by increased risk aversion in the market during Q3 and Q4 2010, combined with the non-repeat of favourable market conditions seen in the first half of 2009.

·   
Higher revenue across the Rates and Currencies businesses during 2009 was driven by rapidly falling interest rates and wide bid-offer spreads generating exceptional revenue opportunities, which have not been repeated in 2010.
·   
The Credit Markets business remained broadly flat, supported by strong Mortgage Trading income where customer demand remained buoyant during 2010.
·   
Increased revenue from Portfolio Management was driven by disciplined lending alongside a reduction in balance sheet management activities and associated costs.

Expenses fell by 6% to £4,397 million. This was largely driven by a decrease in staff costs, including on-going benefits from cost synergies.

The low level of impairments in 2010 reflected a small number of specific cases partially offset by an improved picture on latent loss provisions. This contrasted with 2009, which witnessed a significantly higher level of specific impairments.

At 16.6%, return on equity remained consistent with the 15% targeted over the business cycle in GBM’s strategic plan. The compensation ratio of 34% was below that of peers.
 
42

 
Business review continued


RBS Insurance

 
2011  
2010  
2009  
 
£m 
£m 
£m 
Earned premiums
4,221 
4,459 
4,519 
Reinsurers' share
(252)
(148)
(165)
Net premium income
3,969 
4,311 
4,354 
Fees and commissions
(400)
(410)
(367)
Instalment income
138 
159 
171 
Investment income
265 
277 
214 
Other income
100 
179 
242 
Total income
4,072 
4,516 
4,614 
Direct expenses
     
 - staff expenses
(288)
(287)
(304)
 - other expenses
(333)
(325)
(368)
Indirect expenses
(225)
(267)
(270)
 
(846)
(879)
(942)
Impairment losses
— 
— 
(8)
Net claims
(2,772)
(3,932)
(3,606)
Operating profit/(loss)
454 
(295)
58 
       
Analysis of income by product
     
Personal lines motor excluding broker
     
  - own brands
1,874 
1,962 
1,814  
  - partnerships
228 
373 
360  
Personal lines home excluding broker
     
  - own brands
490 
488 
442  
  - partnerships
378 
408 
389  
Personal lines rescue and other excluding broker
     
  - own brands
185 
197 
191 
  - partnerships
132 
168 
220  
Commercial
365 
341 
305 
International
346 
333 
288 
Other (1)
74 
246 
605  
Total income
4,072 
4,516 
4,614  
       
In-force policies (000s)
     
Personal lines motor excluding broker
     
  - own brands
3,787 
4,162 
4,762 
  - partnerships
320 
645 
844 
Personal lines home excluding broker
     
  - own brands
1,811 
1,797  
1,774  
  - partnerships
2,497 
2,530  
2,566  
Personal lines rescue and other excluding broker
     
  - own brands
1,844 
1,966  
2,262  
  - partnerships
7,307 
7,497  
6,688  
Commercial
422 
352 
346  
International
1,387 
1,082 
944 
Other (1)
644 
1,049  
Total in-force policies (2)
19,376 
20,675  
21,235 


For notes relating to this table refer to page 44.

 
43

 
Business review continued


 
2011 
£m  
2010 
£m 
2009 
£m  
Gross written premium
     
Personal lines motor excluding broker
     
  - own brand
1,584 
1,647 
1,738 
  - partnerships
137 
257 
311 
Personal lines home excluding broker
     
  - own brand
474 
478 
462 
  - partnerships
549 
556 
560 
Personal lines rescue and other excluding broker
     
  - own brand
174 
178 
176 
  - partnerships
174 
159 
141 
Commercial
435 
397 
395 
International
570 
425 
354 
Other (1)
201 
343 
Total gross written premium
4,098 
4,298 
4,480 
       
Performance ratios
     
Return on regulatory capital (3)
11.3% 
(7.9%)
1.7% 
Return on tangible equity (4)
10.3% 
(6.8%)
1.4%  
Loss ratio (5)
70% 
91% 
83% 
Commission ratio (6)
10% 
10% 
8%  
Expense ratio (7)
20% 
20% 
21% 
Combined operating ratio (8)
100% 
121% 
112%  
Balance sheet
     
Total insurance reserves (£m) (9)
7,284 
7,643 
7,139  

Notes:
(1)
‘Other’ predominately consists of the personal lines broker business.
(2)
Total in-force policies include travel and creditor policies sold through RBS Group. These comprise travel policies included in bank accounts e.g. Royalties Gold Account, and creditor policies sold with bank products including mortgage, loan and card payment protection.
(3)
Return on regulatory capital required is based on annualised operating profit/(loss) after tax divided by average notional regulatory equity.
(4)
Return on tangible equity is based on annualised operating profit/(loss) after tax divided by average tangible equity .
(5)
Loss ratio is based on net claims divided by net premium income.
(6)
Commission ratio is based on fees and commissions divided by gross written premium income.
(7)
Expense ratio is based on expenses divided by gross written premium.
(8)
Combined operating ratio is the sum of the loss, commission and expense ratios.
(9)
Consists of general and life insurance liabilities, unearned premium reserves and liability adequacy reserve.

 
44

 
Business review continued


RBS Insurance continued
RBS Insurance continues to make good progress ahead of its divestment from the Group. Operating profit of £454 million for 2011 shows a return to full year profitability and represents close to a £750 million turnaround from 2010. These results demonstrate the success of the first phase of management’s transformation plan - to return to profit in 2011. The full year combined operating ratio improved to 100% (2010 - 121%) with a full year return on equity of 10.3% compared with a negative return of 6.8% in 2010.

The second phase of the RBS Insurance transformation plan, to build competitive advantage, is underway and tangible benefits are already being delivered. All new Churchill, Direct Line and Privilege motor claims, as well as all new Churchill home claims, are now being processed through a new claims management system.  Within motor, the rollout of a new rating engine and new pricing tools ensured more accurate and tailored pricing with the aim of generating greater value from RBS Insurance's multi-brand, multi-distribution strategy.

As part of the plan to build competitive advantage, the rationalisation of occupied sites continues, with 15 site exits by the end of 2011. The consolidation of the four UK general insurance underwriting entities within the RBS Insurance Group was successfully completed in December 2011. All UK general insurance business is now written through one underwriter with the aim of improving operational and capital efficiency.

Marking a significant new partnership, RBS Insurance signed a five-year contract with Sainsbury’s Finance in 2011 to provide underwriting, sales, service and claims management for its car insurance customers. Following the successful launch and development of the car insurance partnership, a further contract was signed early in 2012 to provide home insurance for Sainsbury’s customers.  Building on RBS Insurance’s established successful relationship with Nationwide Building Society, a deal was concluded to extend its provision of home insurance until the end of 2015.  RBS Insurance is also concluding terms with RBS Group’s UK Retail bank on the details of a five-year agreement for the continued provision of general insurance products post separation.  The term would commence from the point of initial divestment.

While overall gross written premium fell by 5% in 2011, it increased by 10% in Commercial, which includes NIG, the commercial broker business, and Direct Line for Business, the direct SME insurer.  A new brand identity was unveiled for NIG and work continued to improve its product offering and service to brokers. Direct Line for Business continued to develop well.

RBS Insurance’s international division showed strong growth in gross written premiums primarily in Italy, assisted by the first full year of its sales agreements with FGA Capital, a joint venture between Fiat and Credit Agricole.  The German business also showed good growth following improvements in the second half of 2011 to its direct and partnership business, including strengthening its relationship with Renault.

Ahead of the planned divestment in the second half of 2012, RBS Insurance has begun separating its activities and operations from RBS Group. Its corporate functions have been strengthened, arm’s length agreements are under discussion with the Group where appropriate, a new corporate brand, Direct Line Group was announced on 15 February 2012 and a new risk and control framework has been implemented, in readiness for standalone status.

Overall, RBS Insurance has powerful brands, improved earnings, a robust balance sheet and is executing the second phase of its transformation plan to rebuild competitive advantage.



 
45

 
Business review continued


2011 compared with 2010
Operating profit rose by £749 million in 2011, principally due to the non repeat of the bodily injury reserve strengthening in 2010, de-risking of the motor book, exit of certain business segments and more benign weather in 2011.

Gross written premium fell £200 million, 5%, as the business continued to drive improved profitability through reduced volumes in unattractive segments.  This was partially offset by growth in Commercial and International.

Total income fell £444 million, 10%, following the exit of personal lines broker, a decline in premiums reflecting reduced motor volumes and higher reinsurance costs to reduce the risk profile of the book. Investment income fell £12 million, 4%, reflecting decreased yields on the portfolio in 2011, partially offset by higher realised gains.
 
Total direct expenses rose by £9 million principally driven by project activity to support the transformation plan.

Net claims fell £1,160 million, 30%, due to the non recurrence of bodily injury reserve strengthening in 2010, actions taken to de-risk the book, the exit of certain business segments and more benign weather in 2011.

At the end of 2011, RBS Insurance's investment portfolios comprised primarily cash, gilts and investment grade bonds.  Within the UK portfolio, £8.9 billion, and the International portfolio, £827 million, there was no exposure to sovereign debt issued by Portugal, Ireland, Italy, Greece or Spain.

Total in-force policies fell 6% in the year due to planned de-risking of the motor book and the exiting of certain other segments and partnerships, including personal lines broker.

2010 compared with 2009
RBS Insurance has embarked on a significant programme of investment designed to achieve a substantial lift in operational and financial performance, ahead of the planned divestment of the business, with a current target date of 2012. This programme encompasses the enhancement of pricing capability, transformation of claims operations and expense reduction, together with a range of other improvements across the business, including a greater focus on capital management.

2010 as a whole was a disappointing profit year, impacted by significant reserve strengthening for bodily injury claims and severe weather, resulting in a loss of £295 million.

Income was down 2% (£98 million) against 2009, driven by a managed reduction in the risk of the UK motor book, largely offset by significant price increases:

·   
This de-risking was achieved by a combination of rating action to reduce the mix of higher-risk drivers, and the partial or total exit of higher risk business lines (significantly scaling back the fleet and taxi business and the exit of personal lines business sold through insurance brokers). As a result in-force motor policies fell 14% compared with 2009.
 
·   
Even with the significant reduction in the risk mix of the book, average motor premiums were up 7% in the year, due to significant price increases. The prices of like-for-like policies have increased by 35-40% over the last year. These increases were in addition to the significant increases achieved in 2009.

Initiatives to grow ancillary income were also implemented during the year resulting in revenues of £46 million in 2010 (£25 million in 2009). Away from UK motor, overall home gross written premiums grew by 2%. This included the exit from less profitable business in line with overall strategy. Our underlying own brands business continues to grow successfully, with gross written premiums increasing 4%.

The International business continued to invest in growth in 2010 with gross written premiums of £425 million up 20% on 2009. The Italian business successfully grew to a market share approaching 30% of the direct insurer market. The German business grew 7% and is well positioned to take advantage of the emerging shift to direct/internet distribution in that market.

Several programmes to further improve the overall efficiency of the business took effect during the year, including a reduction of six sites and operational process improvements, which will continue to improve efficiency.

Total in-force policies declined by 3%, driven by a fall of 14% in motor policies. This was partly offset by higher travel policies, up 64% with new business from a partnership with Nationwide Building Society commencing in Q4 2010. The personal lines broker segment overall declined by 43%, in line with business strategy.

Underwriting income declined by £63 million, with lower motor premium income , driven by rating action . Increased fees and commissions reflected profit sharing arrangements with UK Retail in relation to insurance distribution to bank customers. Investment income was £28 million lower, reflecting the impact of low interest rates on returns on the investment portfolio as well as lower gains realised on the sale of investments.

Net claims were £326 million higher than in 2009 , driven by increases to bodily injury reserves relating to prior years, including allowance for higher claims costs in respect of Periodic Payment Orders due to an increased settlement rate of such claims. Although bodily injury frequency has stabilised, severity has continued to deteriorate.  Claims were also impacted by the adverse weather experienced in the first and fourth quarters .

Expenses were down 7%, driven by lower industry levies and marketing costs.

 
46

 
Business review continued


Central items

 
2011  
2010  
2009  
 
£m 
£m 
£m 
Central items not allocated
156 
577 
385 


Funding and operating costs have been allocated to operating divisions, based on direct service usage, requirement for market funding and other appropriate drivers where services span more than one division.

Residual unallocated items relate to volatile corporate items that do not naturally reside within a division.
 
2011 compared with 2010
Central items not allocated represented a credit of £156 million in 2011, a decline of £421 million compared with 2010.

2010 benefited from c . £300 million of accounting gains on hybrid securities, c . £150 million of which was amortised during 2011.

A VAT recovery of £176 million in 2010 compared with £85 million recovered in 2011.

2010 compared with 2009
Central items not allocated including available-for-sale (AFS) gains of £237 million and one-off VAT recovery in 2010 of £170 million , amounted to a net credit of £577 million, an increase of £192 million on 2009.

The Group’s credit spreads have fluctuated over the course of the year, but ended the year slightly wider, resulting in an overall annual decrease in the carrying value of own debt.


 
47

 
Business review continued


Non-Core

 
2011  
2010  
2009  
 
£m 
£m 
£m 
Net interest income
876 
1,959 
1,506 
Funding costs of rental assets
(210)
(276)
(256)
Net interest income
666 
1,683 
1,250 
Net fees and commissions
(38)
471 
510 
Loss from trading activities
(721)
(31)
(5,161)
Insurance net premium income
286 
695 
784 
Other operating income
     
  - rental income
953 
1,035 
690 
  - other (1)
60 
(889)
(443)
Non-interest income
540 
1,281 
(3,620)
Total income/(loss)
1,206 
2,964 
(2,370)
Direct expenses
     
  - staff
(375)
(731)
(851)
  - operating lease depreciation
(347)
(452)
(402)
  - other
(256)
(573)
(573)
Indirect expenses
(317)
(500)
(552)
 
(1,295)
(2,256)
(2,378)
Insurance net claims
(195)
(737)
(588)
Impairment losses
(3,919)
(5,476)
(9,221)
Operating loss
(4,203)
(5,505)
(14,557)
       
Analysis of income/(loss) by business
     
Banking & portfolios
1,474 
1,673 
(155)
International businesses
419 
778 
1,204  
Markets
(687)
513 
(3,419)
Total income/(loss)
1,206 
2,964 
(2,370)
       
Loss from trading activities
     
Monoline exposures
(670)
(5)
(2,387)
Credit derivative product companies
(85)
(139)
(947)
Asset-backed products (2)
29 
235 
(288)
Other credit exotics
(175)
77 
(558)
Equities
(11)
(17)
(47)
Banking book hedges
(1)
(82)
(1,613)
Other (3)
192 
(100)
679 
 
(721)
(31)
(5,161)
       
Impairment losses
     
Banking & portfolios
3,833 
5,328 
8,350 
International businesses
82 
200 
499 
Markets
(52)
372 
Total impairment losses
3,919 
5,476 
9,221 
       
Loan impairment charge as % of gross customer loans and advances (excluding reverse repurchase agreements) (4)
     
Banking & portfolios
4.9% 
5.0% 
5.8% 
International businesses
3.7% 
4.4% 
4.1% 
Markets
(3.0%)
0.2% 
7.5% 
Total
4.8% 
4.9% 
5.7%  
       

Notes:
(1)
Includes losses on disposals of £127 million for  2011 (2010 - £504 million) .
(2)
Asset-backed products include super asset backed structures and other asset-backed products.
(3)
Includes profits in RBS Sempra Commodities JV of £4 million for 2011 (2010 - £372 million).
(4)
Includes disposal groups.
 
 
 
48

 
Business review continued

 
Non-Core continued

 
2011  
2010  
2009  
Performance ratios
     
Net interest margin
0.64% 
1.16% 
0.69% 
Cost:income ratio
107% 
76% 
(10 0 %)
Adjusted cost:income ratio
128% 
101% 
(8 0 %)
       
 
£bn 
£bn 
£bn  
Capital and balance sheet
     
Total third party assets (excluding derivatives) (1)
93.7 
137.9 
201.0 
Total third party assets (including derivatives) (1)
104.7 
153.9 
220.9 
Loans and advances to customers (gross) (2)
79.4 
108.4 
149.5 
Customer deposits (2)
3.5 
6.7 
12.6 
Risk elements in lending (2)
24.0 
23.4 
22.9 
Risk-weighted assets (1)
93.3 
153.7 
171.3 
       
Gross customer loans and advances
     
Banking & portfolios
77.3 
104.9 
138.3  
International businesses
2.0 
3.5 
9.4  
Markets
0.1 
— 
1.8  
 
79.4 
108.4 
149.5 
       
Risk-weighted assets
     
Banking & portfolios
64.8 
83.5 
92.5 
International businesses
4.1 
5.6 
11.5 
Markets
24.4 
64.6 
67.3 
 
93.3 
153.7 
171.3 
       
Third party assets (excluding derivatives)
     
Banking & portfolios
81.3 
113.9 
58.2 
International businesses
2.9 
4.4 
43.8 
Markets
9.5 
19.6 
69.3 
 
93.7 
137.9 
171.3 


 
31 December 
2010  
£bn 
Run-off 
£bn 
Disposals/ 
restructuring 
£bn 
Drawings/ 
roll overs 
£bn 
Impairments 
£bn 
FX 
£bn 
31 December 
2011  
£bn 
Third party assets (excluding derivatives)
Commercial real estate
42.6 
(5.6)
(2.4)
0.7 
(3.4)
(0.4)
31.5 
Corporate
59.8 
(8.5)
(11.3)
2.5 
(0.1)
(0.2)
42.2 
SME
3.7 
(1.6)
— 
0.1 
(0.1)
— 
2.1 
Retail
9.0 
(1.1)
(1.4)
— 
(0.3)
(0.1)
6.1 
Other
2.5 
(0.6)
— 
— 
— 
— 
1.9 
Markets
13.6 
(2.9)
(1.8)
1.0 
 
(0.1)
9.8 
Total (excluding derivatives)
131.2 
(20.3)
(16.9)
4.3 
(3.9)
(0.8)
93.6 
Markets - RBS Sempra Commodities JV
6.7 
(1.3)
(5.0)
— 
— 
(0.3)
0.1 
Total (3)
137.9 
(21.6)
(21.9)
4.3 
(3.9)
(1.1)
93.7 

Notes:
(1)
Includes RBS Sempra Commodities JV (2011 third party assets, excluding derivatives (TPAs) £0.1 billion, RWAs  £1.6 billion; 2010 TPAs £6.7 billion, RWAs £4.3 billion).
(2)
Excluding disposal groups.
(3)
Disposals of £0.2 billion have been signed as at  31 December 2011 (2010 - £12 billion).
 

 
 
49

 
Business review continued


Impairment losses by donating division and sector
2011  
£m 
2010  
£m 
2009  
£m 
UK Retail
     
Mortgages
Personal
(27)
47 
Total UK Retail
(22)
13 
53 
       
UK Corporate
     
Manufacturing and infrastructure
76 
26 
87 
Property and construction
224 
437 
651 
Transport
52 
10 
Banking and financial institutions
69 
102 
Lombard
75 
129 
95 
Other
96 
166 
732 
Total UK Corporate
528 
830 
1,677 
       
Ulster Bank
     
Mortgages
 
42 
42 
Commercial real estate
     
  - investment
609 
630 
286 
  - development
1,552 
1,759 
733 
Other corporate
173 
251 
217 
Other EMEA
15 
52 
106 
Total Ulster Bank
2,349 
2,734 
1,384 
       
US Retail & Commercial
     
Auto and consumer
58 
82 
136 
Cards
(9)
23 
130 
SBO/home equity
201 
277 
452 
Residential mortgages
16 
54 
Commercial real estate
40 
185 
224 
Commercial and other
(3)
17 
83 
Total US Retail & Commercial
303 
588 
1,079 
       
Global Banking & Markets
     
Manufacturing and infrastructure
57 
(290)
1,404 
Property and construction
752 
1,296 
1,413 
Transport
(3)
33 
178 
Telecoms, media and technology
68 
545 
Banking and financial institutions
(98)
196 
620 
Other
(20)
14 
567 
Total Global Banking & Markets
756 
1,258 
4,727 
       
Other
     
Wealth
51 
251 
Global Transaction Services
— 
49 
Central items
Total Other
53 
301 
       
Total impairment losses
3,919 
5,476 
9,221 


 
50

 
Business review continued

Non-Core continued

Gross loans and advances to customers (excluding reverse repurchase agreements) by donating  division and sector
2011  
£bn 
2010  
£bn 
2009  
£bn 
UK Retail
     
Mortgages
1.4 
1.6 
1.9 
Personal
0.1 
0.4 
0.7 
Total UK Retail
1.5 
2.0 
2.6 
       
UK Corporate
     
Manufacturing and infrastructure
0.1 
0.3 
0.3 
Property and construction
5.9 
11.4 
14.1 
Transport
4.5 
5.4 
— 
Banking and financial institutions
0.6 
0.8 
— 
Lombard
1.0 
1.7 
2.9 
Other
7.5 
7.4 
17.6  
Total UK Corporate
19.6 
27.0 
34.9 
       
Ulster Bank
     
Mortgages
— 
— 
6.0 
Commercial real estate
     
  - investment
3.9 
4.0 
2.1 
  - development
8.5 
8.4 
6.3 
Other corporate
1.6 
2.2 
1.3 
Other EMEA
0.4 
0.4 
1.0 
Total Ulster Bank
14.4 
15.0 
16.7 
       
US Retail & Commercial
     
Auto and consumer
0.8 
2.6 
3.2 
Cards
0.1 
0.1 
0.5 
SBO/home equity
2.5 
3.2 
3.7 
Residential mortgages
0.6 
0.7 
0.8 
Commercial real estate
1.0 
1.5 
1.9 
Commercial and other
0.4 
0.5 
0.9 
Total US Retail & Commercial
5.4 
8.6 
11.0 
       
Global Banking & Markets
     
Manufacturing and infrastructure
6.6 
8.7 
17.5 
Property and construction
15.3 
19.6 
25.7 
Transport
3.2 
5.5 
5.8 
Telecoms, media and technology
0.7 
0.9 
3.2 
Banking and financial institutions
5.6 
12.0 
16.0 
Other
6.8 
9.0 
13.5 
Total Global Banking & Markets
38.2 
55.7 
81.7 
       
Other
     
Wealth
0.2 
0.4 
2.6 
Global Transaction Services
0.2 
0.3 
0.8 
RBS Insurance
— 
0.2 
0.2 
Central items
(0.2)
(1.0)
(3.2)
Total Other
0.2 
(0.1)
0.4 
       
Gross loans and advances to customers (excluding reverse repurchase agreements)
79.3 
108.2 
147.3 


 
51

 
Business review continued

Non-Core third party assets fell to £94 billion, below the revised year end target of £96 billion and significantly ahead of the original guidance of £118 billion.  Further reductions will include the sale of RBS Aviation Capital for £4.7 billion, which was signed in January 2012.  Since the division was formed in 2009, the reduction totals £164 billion, or 64%. By the end of 2011, the Non-Core funded balance sheet equated to less than 10% of the Group funded balance sheet compared with 21% when the division was created.

The division focused on reducing capital intensive trading assets, with activity including the restructuring of monoline exposures, which, at a cost of c.£600 million in 2011, achieved a reduction of £32 billion in risk-weighted assets.

An operating loss of £4,203 million for 2011 was £1,302 million lower than 2010.  Income declined by £1,758 million reflecting continued divestment, including business and country exits.  The decrease was partially offset by a reduction in expenses of £961 million, largely driven by the fall in headcount. Impairment losses fell by £1,557 million despite ongoing challenges in the real estate and Ulster Bank portfolios.

2011 compared with 2010
Operating loss of £4,203 million in 2011 was £1,302 million lower than the loss recorded in 2010. The continued divestment of Non-Core businesses and portfolios has reduced revenue streams as well as the cost base.

Losses from trading activities increased by £690 million compared with 2010, principally as a result of the disposal of RBS Sempra Commodities in 2010 and costs incurred as part of the division’s focus on reducing capital intensive trading assets and mitigating future regulatory uplifts in risk-weighted assets.

Impairment losses fell by £1,557 million despite ongoing challenges in the real estate and Ulster Bank portfolios, reflecting improvements in other asset classes.

Third party assets declined by £44 billion (32%) reflecting disposals of £22 billion and run-off of £22 billion.

Risk-weighted assets were £60 billion lower than 2010, principally driven by significant disposal activity on trading book assets combined with run-off.

Headcount declined by 2,189 (32%) to 4,669 in 2011, largely reflecting the divestment activity in relation to Asia, Non-Core Insurance and RBS Sempra Commodities.

2010 compared with 2009
By the end of 2010 third party assets (excluding derivatives) had decreased to £138 billion, £5 billion lower than the end of year target, as a result of a successful disposal strategy, managed portfolio run-off and impairments.

2010 operating losses in Non-Core were 62% lower than those recorded in 2009. The improvement in performance was driven by significantly lower trading losses, reduced expenses and a marked decline in impairments .

Losses from trading activities declined from £5,161 million for 2009 to £31 million for 2010 as underlying asset prices recovered, offset by continuing weakness in credit spreads. The division has recorded profits on the disposal of many asset-backed securities positions . In addition, a significantly smaller loss of £161 million was recorded on banking book hedges as spreads tightened, compared with £1,728 million in 2009 .

Staff expenses fell by 14% over the year, largely driven by the impact of business divestments, including a number of country exits and the disposal of substantially all of the Group’s interest in the RBS Sempra Commodities JV .

Impairments were £3,745 million lower than 2009. The decline reflects the overall improvement in the economic environment, although still high loss rates reflect the difficult conditions experienced in specific sectors, including both UK and Irish commercial property sectors.

Wholesale country exits completed during 2010 were Chile, Colombia, Pakistan and Taiwan.

Risk-weighted assets decreased by £18 billion (10%), reflecting active management to reduce trading book risk and disposals, partially offset by the impact of regulatory changes (£30 billion) and more conservative weightings applied to large corporate exposures.

 
52

 
Business review continued


Consolidated balance sheet at 31 December 2011

 
2011
2010
2009
 
£m
£m
£m
Assets
     
Cash and balances at central banks
79,269
57,014
52,261
Net loans and advances to banks
43,870
57,911
56,656
Reverse repurchase agreements and stock borrowing
39,440
42,607
35,097
Loans and advances to banks
83,310
100,518
91,753
Net loans and advances to customers
454,112
502,748
687,353
Reverse repurchase agreements and stock borrowing
61,494
52,512
41,040
Loans and advances to customers
515,606
555,260
728,393
Debt securities
209,080
217,480
267,254
Equity shares
15,183
22,198
19,528
Settlement balances
7,771
11,605
12,033
Derivatives
529,618
427,077
441,454
Intangible assets
14,858
14,448
17,847
Property, plant and equipment
11,868
16,543
19,397
Deferred tax
3,878
6,373
7,039
Prepayments, accrued income and other assets
10,976
12,576
20,985
Assets of disposal groups
25,450
12,484
18,542
Total assets
1,506,867
1,453,576
1,696,486
       
Liabilities
     
Bank deposits
69,113
66,051
104,138
Repurchase agreements and stock lending
39,691
32,739
38,006
Deposits by banks
108,804
98,790
142,144
Customers deposits
414,143
428,599
545,849
Repurchase agreements and stock lending
88,812
82,094
68,353
Customer accounts
502,955
510,693
614,202
Debt securities in issue
162,621
218,372
267,568
Settlement balances
7,477
10,991
10,413
Short positions
41,039
43,118
40,463
Derivatives
523,983
423,967
424,141
Accruals, deferred income and other liabilities
23,125
23,089
30,327
Retirement benefit liabilities
2,239
2,288
2,963
Deferred tax
1,945
2,142
2,811
Insurance liabilities
6,312
6,794
10,281
Subordinated liabilities
26,319
27,053
37,652
Liabilities of disposal groups
23,995
9,428
18,890
Total liabilities
1,430,814
1,376,725
1,601,855
       
Non-controlling interests
1,234
1,719
16,895
Owners’ equity
74,819
75,132
77,736
Total equity
76,053
76,851
94,631
       
Total liabilities and equity
1,506,867
1,453,576
1,696,486


 
53

 
Business review continued

 
Commentary on consolidated balance sheet
2011 compared with 2010
Total assets of £1,506.9 billion at 31 December 2011 were up £53.3 billion, 4%, compared with 31 December 2010. This principally reflects an increase in cash and balances at central banks and the mark-to-market value of derivatives in Global Banking & Markets, partly offset by decreases in debt securities and equity shares and the continuing disposal and run-off of Non-Core assets.

Cash and balances at central banks were up £22.3 billion, 39%, to £79.3 billion due to improvements in the Group’s structured liquidity position during 2011.

Loans and advances to banks decreased by £17.2 billion, 17%, to £83.3 billion. Reverse repurchase agreements and stock borrowing (‘reverse repos’) were down £3.2 billion, 7%, to £39.4 billion and bank placings declined £14.0 billion, 24%, to £43.9 billion, primarily as a result of the reduction in exposure to eurozone banks and lower cash collateral requirements.

Loans and advances to customers were down £39.7 billion, 7%, to £515.6 billion. Within this, reverse repurchase agreements were up £9.0 billion, 17%, to £61.5 billion. Customer lending decreased by £48.7 billion, 10%, to £454.1 billion or £46.9 billion, 9%, to £473.9 billion before impairment provisions.  This reflected the transfer to disposal groups of £19.5 billion of customer balances relating to the UK branch-based businesses.  There were also planned reductions in Non-Core of £28.1 billion, together with declines in UK Corporate , £2.9 billion and Ulster Bank, £2.0 billion, together with the effect of exchange rate and other movements, £1.9 billion. These were partially offset by growth in Global Banking & Markets, £0.2 billion, Global Transaction Services, £1.5 billion, Wealth, £0.7 billion , UK Retail, £2.3 billion and US Retail & Commercial, £2.8 billion.

Debt securities were down £8.4 billion, 4%, to £209.1 billion driven mainly by a reduction in holdings of government and financial institution bonds in Global Banking & Markets and Group Treasury.

Equity shares decreased £7.0 billion, 32%, to £15.2 billion which largely reflects the closure of positions to reduce the Group’s level of unsecured funding requirements to mitigate the potential impact of unfavourable market conditions.

Settlement balances declined £3.8 billion, 33% to £7.8 billion as a result of decreased customer activity.

Movements in the value of derivative assets up £102.5 billion, 24%, to £529.6 billion, and liabilities, up £100.0 billion, 24%, to £524.0 billion, primarily reflect increases in interest rate contracts as a result of a significant downward shift in interest rates across all major currencies, together with increases in the mark-to-market value of credit derivatives as a result of widening credit spreads and rising credit default swap prices.

Property, plant and equipment declined £4.7 billion, 28%, to £11.9 billion, primarily as a result of the transfer of RBS Aviation Capital’s operating lease assets to disposal groups.

Deferred taxation was down £2.5 billion, 39%, to £3.9 billion, largely as a result of the utilisation of brought forward tax losses in the UK.

The increase in assets and liabilities of disposal groups reflects the reclassification of the UK branch-based businesses and RBS Aviation Capital pending their disposal, partly offset by the completion of disposals, primarily RBS Sempra Commodities JV and certain Non-Core project finance assets.

Deposits by banks increased £10.0 billion, 10%, to £108.8 billion, with higher repurchase agreements and stock lending (‘repos’), up £6.9 billion, 21%, to £39.7 billion and higher inter-bank deposits, up £3.1 billion, 5%, to £69.1 billion.

Customer accounts fell £7.7 billion, 2%, to £503.0 billion. Within this, repos increased £6.7 billion, 8%, to £88.8 billion. Excluding repos, customer deposits were down £14.4 billion, 3%, to £414.1 billion, reflecting the transfer to disposal groups of £21.8 billion of customer accounts relating to the UK branch-based businesses . This was partly offset by the net effect of growth in Global Transaction Services £2.7 billion, UK Corporate, £0.9 billion, UK Retail, £5.8 billion, US Retail & Commercial, £0.6 billion and Wealth, £1.8 billion, together with exchange rate and other movements of £0.3 billion and declines in Global Banking & Markets, £0.8 billion, Ulster Bank, £0.8 billion and Non-Core, £3.1 billion.

Debt securities in issue were down £55.8billion, 26% to £162.6 billion driven by reductions in the level of certificates of deposit and commercial paper in Global Banking & Markets and Group Treasury.

Settlement balances declined £3.5 billion, 32%, to £7.5 billion and short positions were down £2.1 billion, 5%, to £41.0 billion due to decreased customer activity.

Subordinated liabilities were down £0.7 billion, 3%, to £26.3 billion, primarily reflecting the redemption of £0.2 billion US dollar and £0.4 billion Euro denominated dated loan capital.

The Group’s non-controlling interests decreased by £0.5 billion, 28%, to £1.2 billion, primarily due to the disposal of the majority of the RBS Sempra Commodities JV business, £0.4 billion.

Owners’ equity decreased by £0.3 billion to £74.8 billion. This was driven by the attributable loss for the year, £2.0 billion, together with the recognition of actuarial losses in respect of the Group’s defined benefit pension schemes, net of tax, £0.5 billion and exchange rate and other movements of £0.3 billion.  Offsetting these reductions were gains in available-for-sale reserves, £1.1 billion and cashflow hedging reserves, £1.0 billion and the issue of shares under employee share schemes, £0.4 billion.

 
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Commentary on consolidated balance sheet

2010 compared with 2009
Total assets of £1,453.6 billion at 31 December 2010 were down £242.9 billion, 14%, compared with 31 December 2009. This principally reflects the disposal of the RFS minority interest, the continuing planned disposal of Non-Core assets, together with a reduction in the level of debt securities and the mark-to-market value of derivatives.

Cash and balances at central banks were up £4.8 billion, 9%, to £57.0 billion principally due to an improvement in the Group's structural liquidity position during 2010.

Loans and advances to banks increased by £8.8 billion, 10%, to £100.5 billion. Adjusting for the disposal of the RFS minority interest, the increase was £16.6 billion, 20%. Reverse repurchase agreements and stock borrowing (‘reverse repos’) were up £7.5 billion, 21% to £42.6 billion and bank placings rose £9.1 billion, 19%, to £57.9 billion, primarily as a result of the investment of surplus liquidity in short-term assets.

Loans and advances to customers decreased £173.1 billion, 24%, to £555.3 billion. Excluding the disposal of the RFS minority interest, lending to customers was down £40.4 billion, 7%. Within this, reverse repurchase agreements were up £11.5 billion, 28%, to £52.5 billion. Customer lending decreased by £51.9 billion to £502.7 billion or £48.9 billion before impairment provisions. This reflected planned reductions in Non-Core of £39.7 billion along with declines in Global Banking & Markets, £16.7 billion, US Retail & Commercial, £2.6 billion and Ulster Bank, £2.0 billion. These were partially offset by growth in UK Retail, £5.4 billion, Wealth, £2.4 billion and Global Transaction Services, £1.7 billion, together with the effect of exchange rate and other movements, £2.6 billion.

Debt securities were down £49.8 billion, 19%, to £217.5 billion, or £31.6 billion, 13%, adjusting for the disposal of the RFS minority interest, driven mainly by reductions in Global Banking & Markets.

The value of derivative assets were down £14.4 billion, 3%, to £427.1 billion, primarily reflecting a decrease in interest contracts, movements in five to ten year interest yields, and the combined effect of currency movements, with Sterling weakening against the dollar but strengthening against the Euro.

The reduction in assets and liabilities of disposal groups resulted from the completion of disposals of certain of the Group’s Asian and Latin American businesses, and substantially all of the RBS Sempra Commodities JV business.

Deposits by banks declined £43.4 billion, 31%, to £98.8 billion or £66.1 billion, 36% following the disposal of the RFS minority interest, with reduced inter-bank deposits, down £49.7 billion, 43%, to £66.1 billion and lower repurchase agreements and stock lending (‘repos’), down £5.3 billion, 14%, to £32.7 billion.

Customer accounts decreased £103.5 billion, 17%, to £510.7 billion but excluding the disposal of the RFS minority interest were up £28.1 billion, 6%. Within this, repos increased £13.7 billion, 20%, to £82.1 billion. Excluding repos, customer deposits were up £14.3 billion, 3%, to £428.6 billion, reflecting growth in UK Corporate, £12.2 billion, Global Transaction Services, £7.8 billion, UK Retail, £7.0 billion, Ulster Bank, £1.7 billion and Wealth, £0.8 billion, together with exchange rate and other movements of £3.0 billion. This was partially offset by decreases in Global Banking & Markets, £8.3 billion, US Retail & Commercial, £4.0 billion and Non-Core, £5.9 billion.

Debt securities in issue were down £49.2 billion, 18%, to £218.4 billion. Excluding the RFS minority interest disposal, they declined £28.0 billion, 11%, to £218.4 billion. Reductions in the level of certificates of deposit and commercial paper in Global Banking & Markets were partially offset by a programme of new term issuances totalling £38.4 billion.

Subordinated liabilities decreased by £10.6 billion, 28% to £27.1 billion or £4.5 billion, 14% excluding the disposal of the RFS minority interest. This reflected the redemption of £2.6 billion undated loan capital, debt preference shares and trust preferred securities under the liability management exercise completed in May, together with the conversion of £0.8 billion US dollar and Sterling preference shares and the redemption of £1.6 billion of other dated and undated loan capital, which were partially offset by the effect of exchange rate movements and other adjustments of £0.5 billion.

The Group’s non-controlling interests decreased by £15.2 billion, primarily reflecting the disposal of the RFS minority interest, £14.4 billion, the majority of the RBS Sempra Commodities JV business, £0.6 billion, and the life assurance business, £0.2 billion.

Owner’s equity decreased by £2.6 billion, 3%, to £75.1 billion. This was driven by the partial redemption of preference shares and paid - in equity, £3.1 billion less related gains of £0.6 billion, the attributable loss for the period, £1.1 billion, together with an increase in own shares held of £0.7 billion and higher losses in available-for-sale reserves, £0.3 billion. Offsetting these reductions were the issue of £0.8 billion ordinary shares on conversion of US dollar and Sterling non-cumulative preference shares classified as debt and exchange rate and other movements, £1.2 billion.

 
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Cash flow
 
2011  
2010  
2009  
 
£m 
£m 
£m 
Net cash flows from operating activities
3,325 
19,291 
(992)
Net cash flows from investing activities
14 
3,351 
54 
Net cash flows from financing activities
(1,741)
(14,380)
18,791 
Effects of exchange rate changes on cash and cash equivalents
(1,473)
82 
(8,592)
Net increase in cash and cash equivalents
125 
8,344 
9,261 


2011
The major factors contributing to the net cash inflow from operating activities of £3,325 million were the elimination of foreign exchange differences of £2,702 million, depreciation and amortisation of £1,875 million and inflow from other items of £2,900 million, partially offset by the net operating loss before tax of £708 million from continuing and discontinued operations and the decrease of £3,444 million in operating assets and liabilities.

Net cash inflows from investing activities of £14 million related to the net inflows from sales of securities of £3,074 million, and sale of property, plant and equipment of £1,840 million offset by net cash outflows from investments in business interests and intangible assets of £1,428 million and from the purchase of property, plant and equipment of £3,472 million.

Net cash outflows from financing activities of £1,741 million relate primarily to interest on subordinated liabilities of £714 million, repayment of subordinated liabilities of £627 million and redemption of non-controlling interests of £382 million.

2010
The major factors contributing to the net cash inflow from operating activities of £19,291 million were the increase of £17,095 million in operating assets less operating liabilities , depreciation and amortisation of £2,220 million and income taxes received of £565 million, partly offset by the net operating loss before tax of £940 million from continuing and discontinued operations.

Net cash flows from investing activities of £3,351 million relate to the net inflows from sales of securities of £4,119 million and investments in business interests and intangibles of £3,446 million. This was partially offset by the outflow of £4,112 million from investing activities of discontinued operations.

Net cash outflow from financing activities of £14,380 million primarily arose from the redemption of non-controlling interests of £5,282 million, dividends paid of £4,240 million, repayment of subordinated liabilities of £1,588 million and the redemption of preference shares of £2,359 million.

2009
The major factors contributing to the net cash outflow from operating activities of £992 million were the net operating loss before tax of £2,696 million from continuing and discontinued operations, the decrease of £15,964 million in operating liabilities less operating assets, partly offset by the elimination of foreign exchange differences of £12,217 million and other items of £5,451 million.

Net cash flows from investing activities of £54 million relate to the net sales and maturities of securities of £2,899 million and a net cash inflow of £105 million in respect of other acquisitions and disposals less the net cash outflow on disposals of property, plant and equipment of £2,950 million.

Net cash flows from financing activities of £18,791 million primarily arose from the capital raised from the issue of B shares of £25,101 million, the placing and open offer of £5,274 million and the issue of subordinated liabilities of £2,309 million. This was offset in part by the cash outflow on repayment of subordinated liabilities of £5,145 million, redemption of preference shares of £5,000 million, interest paid on subordinated liabilities of £1,746 million and dividends paid of £1,248 million.

 
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Capital resources
The following table analyses the Group's regulatory capital resources on a fully consolidated basis at 31 December as monitored by the FSA for regulatory purposes.

 
2011  
2010  
2009  
2008  
2007  
 
£m 
£m 
£m 
£m 
£m 
Capital base
         
Tier 1 capital
56,990 
60,124 
76,421 
69,847 
44,364 
Tier 2 capital
8,546 
9,897 
15,389 
32,223 
33,693 
Tier 3 capital
— 
— 
— 
260 
200 
 
65,536 
70,021 
91,810 
102,330 
78,257 
Less: Supervisory deductions
(4,828)
(4,732)
(4,565)
(4,155)
(10,283)
Total regulatory capital
60,708 
65,289 
87,245 
98,175 
67,974 
           
Risk-weighted assets (1)
         
Credit risk
344,300 
385,900 
513,200 
551,300 
 
Counterparty risk
61,900 
68,100 
56,500 
61,100 
 
Market risk
64,000 
80,000 
65,000 
46,500 
 
Operational risk
37,900 
37,100 
33,900 
36,900 
 
 
508,100 
571,100 
668,600 
695,800 
 
Asset Protection Scheme relief
(69,100)
(105,600)
(127,600)
n/a 
 
 
439,000 
465,500 
541,000 
695,800 
 

Banking book:
     
  On-balance sheet
   
480,200 
  Off-balance sheet
   
84,600 
Trading book
   
44,200 
     
609,000 

Risk asset ratios
%  
Core Tier 1
10.6 
10.7 
11.0 
6.6 
4.5 
Tier 1
13.0 
12.9 
14.1 
10.0 
7.3 
Total
13.8 
14.0 
16.1 
14.1 
11.2 

Note:
(1)
The data for 2008 onwards are on a Basel II basis; 2007 is on a Basel I basis.

It is the Group's policy to maintain a strong capital base, to expand it as appropriate and to utilise it efficiently throughout its activities to optimise the return to shareholders while maintaining a prudent relationship between the capital base and the underlying risks of the business. In carrying out this policy, the Group has regard to the supervisory requirements of the Financial Services Authority (FSA). The FSA uses Risk Asset Ratio (RAR) as a measure of capital adequacy in the UK banking sector, comparing a bank's capital resources with its risk-weighted assets (the assets and off-balance sheet exposures are 'weighted' to reflect the inherent credit and other risks); by international agreement, the RAR should be not less than 8% with a Tier 1 component of not less than 4%. At 31 December 2011, the Group's total RAR was 13.8% (2010 - 14.0%) and the Tier 1 RAR was 13.0% (2010 - 12.9%). For further information refer to Balance sheet management: Capital management on pages 68 to 73.

 
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Business review Risk and balance sheet management
 
 
Risk and balance sheet management
In this section (pages 58 to 207) of the Business review, certain information has been audited and is part of the Group’s financial statements as permitted by IFRS 7. Other disclosures are unaudited and are labelled with an asterisk (*). In this section , the 2009 data relate to the Group before RFS Holdings minority interest (RFS MI).

Introduction*
All the disclosures in this section (pages 58 to 67) are unaudited as indicated by an asterisk (*).

Risk management plays an integral role in the delivery of the Group’s strategic goal to be a safe and secure banking group. The implementation of a stronger and more effective culture of risk management and control provides the platform necessary to address historical vulnerabilities, rebuild upon the Group’s core strengths and position it on a sustainable and profitable path for future growth.

Financial strength and resilience are at the heart of the Group’s Strategic Plan. The Group has defined this level of robustness as that which is capable of achieving and sustaining a standalone credit rating (i.e. without government support) that is in line with those of its strongest international peers.

Given this central aim, in 2009 the Group Board set out four key strategic risk objectives, aligned to the Group’s Strategic Plan. These are to:

·
maintain capital adequacy: to ensure that the Group has sufficient (and easily accessible) capital resources to meet regulatory requirements and to cover the potential for unexpected losses in its asset portfolio;

·
deliver stable earnings growth: to ensure that strategic growth is based around a longer-term risk versus reward consideration, with significantly lower volatility in underlying profitability than was seen over the previous five years;

·
ensure stable and efficient access to funding and liquidity: such that the Group has sufficient funding to meet its obligations, taking account of the constraint that some forms of funding may not be available when they are most needed; and

·
maintain stakeholder confidence: to ensure that stakeholders have confidence in the Group’s recovery plan, its ability to deliver its strategic objectives and the effectiveness of its business culture and operational controls .

Each objective is essential in its own right, but also mutually supportive of the others.

These strategic risk objectives are the bridge between the Group - level business strategy and the frameworks, limits and tolerances that are used to set risk appetite and manage risk in the business divisions on a day-to-day basis .
 
 
In 2011, the Group made significant progress in strengthening its approach to risk management in an external environment that remained challenging.

The task of setting a comprehensive risk appetite and aligning it with the Group’s business strategy demands a clear understanding of the types of risk the Group faces and their potential size. With this goal in mind, over the past year the Group has developed a catalogue of the risks it faces (a risk taxonomy) and undertaken a Group-wide material risk assessment to analyse the scale of each risk and the potential interactions between them (for a detailed discussion of risk appetite, see page 59).

The delivery of proactive and effective risk management relies on high quality data inputs on which to make assessments. It also requires robust forward-looking measurement and stress testing capabilities (see stress testing on page 60). Both of these areas continue to be enhanced and improvements embedded across the Group.

Risk control frameworks are used to identify and address concentrations of risk. These systems are reinforced by a Group Policy Framework (see page 60), which was enhanced during 2011, with assurance activity ongoing to ensure the policy standards it comprises remain appropriate.

Effective risk management also requires a robust governance framework. During 2011, the roles and responsibilities of the Executive Risk Forum and its supporting committees were reviewed and more clearly defined (see pages 62 to 64).

The Group has launched a common set of values for the risk community that impact directly on behaviours and help to engender a risk management function that is widely respected and valued across the Group. A Group-wide policy that explicitly aligns remuneration with effective risk management has also been put in place.

The focus is now on fully embedding the Group’s strategy for risk management into the day-to-day management of its businesses, as well as preparing the Group to face future challenges in a rapidly evolving external environment . More detailed discussions on how the Group strengthened its approach to risk management in 2011 and the areas of focus going forward is contained within the relevant sub-sections on the following pages.
 
* unaudited
 
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Business review Risk and balance sheet management continued
 

Risk appetite*
The Group’s focus on setting a clear risk appetite and embedding a strong culture of risk management and control is designed to ensure it is able to proactively identify and reduce risk exposures and has the resilience to respond effectively to any unforeseen shocks.

The Group’s risk appetite identifies and establishes the level and type of risks that it is able and willing to take in order to:

·
meet its strategic objectives - this includes the Group’s stated objective of achieving and sustaining a standalone credit rating in line with those of its strongest international peers; and

·
meet its wider obligations to stakeholders - the Group’s Strategic Plan is built on the core foundations of serving its customers well, acting responsibly and creating sustainable value for its shareholders.

A clear risk appetite provides a greater understanding across the Group of the acceptable levels of risk for each business. It provides a solid platform from which the Group can focus on its key business strengths and competitive advantages over the long - term.

Approach and key principles
The Strategic Plan set key performance indicators for capital, leverage, liquidity and funding, aligned with the Group’s strategic objectives. It also established a Non-Core division to manage, dispose of and run-off assets that the Group was seeking to exit from, which by definition were outside its appetite.

Building on these core foundations, the Group has developed a framework that sets and implements an appropriate risk appetite for the Group (and its main businesses), supported by a regular monitoring and review process.

Under this framework, risk appetite targets - based on both the quantitative and qualitative aspects of risk - have been set by the Group Board, aligned with Group and divisional strategic objectives. These targets support and augment the strategic, financial and risk controls that are already in place and help to shape the way the Group operates at all levels. Clear roles and responsibilities are established to measure, cascade and report performance against risk appetite and to provide assurances that business is being conducted within approved risk limits and tolerances.

The development of this framework has been based on the following best practice principles:

·
strong leadership from the Group Board in establishing and setting risk appetite and in ensuring its purpose is understood and its use promoted as good business practice;

·
a strong risk management culture, in which risk is clearly and meaningfully aligned with business behaviours and outcomes;

·
a close collaborative partnership between the risk, strategy, treasury and finance functions that facilitates a broader internal debate on key issues; and

·
clear accountability by each division (and business unit) for the level of risk it is prepared to take to achieve its business objectives.

Group-wide stress testing is used to assess whether strategic plans are consistent with risk appetite and to measure the key drivers of risk (down to business unit level), with mitigating actions identified whenever the risk profile is considered to be outside (or close to) acceptable levels (see page 60) .

Design to delivery
The Group’s risk appetite has been set by the Group Board and is now operational. Significant progress has been made in establishing the underlying framework and rolling it out across the Group and its divisions.

The key channels through which risk appetite is cascaded throughout and embedded in each division are:

·
divisional risk appetite statements - each division has developed its own risk appetite statement, which is based on the four strategic risk objectives and is appropriate for its business plans but also aligned with the Group’s risk appetite targets;

·
risk control frameworks and limits - risk control frameworks set clear guidance on acceptable limits and tolerances for all material risk types (e.g. credit, market and country risk), aligned with the Group’s risk appetite targets;

·
Group operational and conduct risk appetite - the Group has developed a robust control environment to ensure it conducts its activities in accordance with its regulatory and other obligations; and

·
culture, values and remuneration - a programme of communication, engagement and training is being rolled out across the Group to engender a wide understanding of the purpose of risk appetite.

The Group regards the implementation of its risk appetite framework as an essential step in driving the cultural change required to achieve its strategic objectives and a dynamic, ongoing process. The Board Risk Committee (see the Report of the Board Risk Committee on pages 226 to 229) reviews both the targets and the framework on a regular basis, to ensure they remain aligned to strategic objectives, business performance, emerging risks and changes in the external environment.
 
* unaudited
 
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Business review Risk and balance sheet management continued

Introduction*: Stress testing
Stress testing describes the evaluation of a bank’s financial position under severe but plausible stress scenarios. Stress testing refers to the application of individual stress tests and the broader framework under which these tests are developed, evaluated and used within the Group’s decision-making process in the context of the wider economic environment.

Internal stress tests
The Group’s stress testing framework is designed to embed stress testing as a key risk management technique into mainstream risk reporting, capital planning and business processes at both Group and divisional levels.

The Executive Risk Forum (see Risk governance on page 61) is the main body overseeing the Group’s stress testing approach, processes and results. The forum is primarily responsible for reviewing and challenging the results of any Group-wide stress test and ensuring that, where necessary, appropriate management actions are undertaken. The Board Risk Committee will provide oversight and challenge as appropriate.

Stress testing forms part of the Group’s risk and capital management framework and is a major component of the Basel III requirements. It highlights to senior management potential adverse unexpected outcomes related to a mixture of risks and provides an indication of how much capital might be required to absorb losses should adverse scenarios materialise.

Stress testing is used at both divisional and Group levels to assess risk concentrations and estimate the impact of stressed earnings, impairments and write-downs on capital as well as the liquidity and funding position of the Group. It determines overall capital adequacy under a variety of adverse scenarios.

A series of stress events are monitored on a regular basis to assess the potential impact of a severe yet plausible event on the Group. There are four core types of scenario stress testing:

·
macroeconomic stress testing, which considers the impact on both earnings and capital for a range of scenarios;

·
enterprise-wide stress testing, which considers scenarios that are not macroeconomic in nature but are sufficiently broad to entail multiple risks or affect multiple divisions and are likely to affect earnings, capital and funding;

·
cross-divisional stress testing, which includes scenarios that affect multiple divisions due to their sensitivity to a common risk factor; and

·
divisional and risk-specific stress testing, which is undertaken to support risk identification and management.
 
Portfolio analysis, using historical performance and forward-looking indicators of change, uses stress testing to assess potential exposure to events and seeks to quantify the impact of an adverse change in factors that drive the performance and profitability of a portfolio.

Industry-wide stress tests
The Group takes part in a number of industry-wide stress tests, in particular, the European Banking Authority Stress Test and IMF UK Financial Sector Assessment Program , results of which were published in July 2011 . These confirmed that the Group remains well capitalised with a strong Core Tier 1 capital ratio and a strong Total capital ratio under both baseline and adverse scenarios. During 2011, the Group also undertook the FSA anchor scenario test.

In December 2011, the European Banking Authority published the results of its recapitalisation exercise - a review of banks’ actual capital positions on sovereign exposures - showing the Group had no overall capital shortfall after including the sovereign capital buffer.

Group Policy Framework*
Achieving and sustaining a robust control framework in line with those of the Group’s strongest international peers is critical to achieving the successful delivery of the Group’s risk objectives.

With this goal in mind, the Group Policy Framework (GPF) has been revised and broadened. The GPF consolidates a large number of individual policies under a consistent and structured overarching framework for conduct, control and governance. It provides clear guidance and controls on how the Group does business, linked to its risk appetite, its business conduct and compliance responsibilities and its focus on delivering a control environment consistent with best practice against relevant external benchmarks.

The GPF and related initiatives aim to ensure that:

·
the Group has clear control standards and ethical principles to cover the risks that it faces to support effective risk management and meet regulatory and legal requirements;

·
policies are followed across the Group and compliance can be clearly evidenced, assessed and reported by line management; and

·
the control environment is monitored and overseen through good governance.

Communication and training programmes are provided to all relevant staff as the policies are embedded, ensuring that staff are aware of their responsibilities. The GPF is structured to ensure that policy standard owners and sponsors review their policies on a regular basis, with any identified shortfalls against industry best practice documented and addressed within an agreed time frame.
 
* unaudited
 
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Business review Risk and balance sheet management continued

The GPF was introduced in 2009. Enhancements applied in 2011 included the following:

·
the Group’s policy standards, which comprise the GPF, were rewritten to ensure they clearly express the mandatory controls required to mitigate the key risks the Group faces;

·
all of the Group’s policy standards were benchmarked against relevant external reference points such as peer organisations to challenge and verify the content of the policy standards. Where identified, further improvements to the policy standards are now being implemented;

·
for each policy standard, appropriate risk based assurance activity was introduced to ensure each division is appropriately controlled and compliance with policy can be demonstrated; and

·
risk appetite has its own policy standard within the GPF that clearly sets out roles and responsibilities in relation to the implementation of the risk appetite framework and provides assurance that risks are being actively managed within approved levels and tolerances.

The GPF will continue to be improved and embedded. The results of assurance activity, monitoring and analysis of the internal and external environment will be used to reassess the policy standards on a regular basis.

Risk governance*
The Group is committed to the highest standards of corporate governance in every aspect of the business, including risk management.
A key aspect of the Group Board’s responsibility as the main decision making body at Group level is the setting of Group risk appetite to ensure that the levels of risk that the Group is willing to accept in the attainment of its strategic business and financial objectives are clearly understood.

To enable the Group Board to carry out its objectives, it has delegated authority to senior Board and executive committees, as required and appropriate. A number of key committees specifically consider risk across the Group, as set out in the diagram below.



 
Notes:
(1)
The Capital and Stress Testing Committee is a sub-committee of the Group Asset and Liability Management Committee.
(2)
The following specialist sub-committees report directly to the Group Risk Committee: Global Markets Risk Committee, Group Country Risk Committee, Group Models Committee, Group Credit Risk Committee and Operational Risk Executive Committee. In addition, Divisional Risk Committees report to the Group Risk Committee.
 
* unaudited
 
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Business review Risk and balance sheet management continued
 
Introduction*: Risk governance continued
The key risk responsibilities of each of these committees as well as their membership are set out in the table below. Further information on the Group Board and Board Committees is available on page 210 .

These committees are supported at a divisional level by a risk governance structure embedded in the business. These committees play a key role in ensuring that the Group’s risk appetite is supported by effective risk management frameworks, limits and policies, together with clear accountabilities for approval, monitoring, oversight, reporting and escalation.

During 2011, the roles and responsibilities of the Executive Risk Forum and its supporting committees were reviewed and more clearly defined, to meet the future needs of the Group.

In particular, the Executive Risk Forum was repositioned as a strategic committee focusing on strategic level risks and issues, and retaining the approval authority for the most material risk limits and decisions. The Group Risk Committee was refocused to operate primarily as an oversight committee across risk types, concentrating particularly on thematic and emerging risks and issues.


The committees that sit below the Group Risk Committee were streamlined significantly, aligned more closely to key risk types and given clearer empowerment and accountability where required.

A Capital and Stress Testing Committee was created as a sub-committee of the Group Asset and Liability Management Committee to cover risk and capital matters.

The improvements made in 2011 provide further clarity of roles and responsibilities, as well as clear reporting lines and accountabilities. They promote clearer and timelier decision making and more effective risk management and oversight.

The role and remit of the Group committees is set out below. These committees are supported at a divisional level by a risk governance structure embedded in the business.

Board/Committee
Risk focus
Membership
Group Board
 
The Group Board ensures that the Group manages risk effectively through approving and monitoring the Group’s risk appetite, considering Group stress scenarios and agreed mitigants and identifying longer-term strategic threats to the Group’s business operations.
The Board of directors
Executive Committee
 
 
The Executive Committee considers recommendations on risk management matters referred by the Executive Risk Forum and/or Group Risk Committee, including recommendations on risk appetite, risk policies and risk management strategies .
Group Chief Executive
Group Finance Director
Chief Administrative Officer
Chief Executive Officers of divisions
Head of Restructuring and Risk
Board Risk Committee
 
The Board Risk Committee provides oversight and advice to the Group Board on current and potential future risk exposures of the Group and future risk strategy, including determination of risk appetite and tolerance. It also provides a risk review of remuneration arrangements and provides advice to the Remuneration Committee. It operates under delegated authority from the Group Board.
At least three independent non-executive directors, one of whom is the Chairman of the Group Audit Committee .
 
* unaudited
 
62

 
Business review Risk and balance sheet management continued

 


Introduction*: Risk governance continued
 
Board/Committee
Risk focus
Membership
Group Audit Committee
The Group Audit Committee reviews accounting policies and practices, controls and procedures established by management for compliance with regulatory and financial reporting requirements and requirements of external regulations. It has responsibility for monitoring relationships with regulatory authorities. It operates under delegated authority from the Group Board.
At least three independent non-executive directors, at least one of whom is a financial expert as defined in the SEC rules under the US Exchange Act and one of whom is Chairman of the Board Risk Committee.
Group Remuneration Committee
 
The Group Remuneration Committee is responsible for the overview of the Group’s policy on remuneration and receives advice from Risk Management and the Board Risk Committee to ensure that there is thorough risk input into incentive plan design and target setting as well as risk review of performance bonus pools and clawback. It operates under delegated authority from the Group Board.
At least three independent non-executive directors
Executive Risk Forum
 
The Executive Risk Forum operates as a committee of the Executive Committee with full authority to act on all risk and control matters across the Group.
 
The Executive Risk Forum approves the most material limits and decisions above defined thresholds and delegates decisions below these thresholds to sub-committees and appropriate individuals.
Group Chief Executive
Group Finance Director
Chief Administrative Officer
Chief Executive Officers of divisions
Head of Restructuring and Risk
Deputy Chief Risk Officer
Group Asset and Liability Management Committee
 
The Group Asset and Liability Management Committee (GALCO) is a sub-committee of the Executive Risk Forum and is responsible for identifying, managing and controlling Group balance sheet risks in executing its chosen business strategy.
Group Finance Director
Group Treasurer
Chief Executive Officers of divisions
Head of Restructuring and Risk
Key Group Finance function heads
Global Head of Markets
Group Risk Committee
 
The Group Risk Committee is a sub-committee of the Executive Risk Forum. It is an oversight committee which reviews and challenges risks and limits across the functional areas and plays a key role exercising and demonstrating effective risk oversight across the Group. It reviews risks and issues on a thematic as well as a specific basis and focuses on forward-looking, emerging risks. It considers the overall risk profile across the Group and identifies any key issues for escalation to the Executive Risk Forum.
Deputy Chief Risk Officer
Divisional Chief Risk Officers
Key Group Risk function heads
 
 
* unaudited
 
 
63

 
Business review Risk and balance sheet management continued
 

Introduction*: Risk governance continued

Board/Committee
Risk focus
Membership
Capital and Stress Testing Committee
The Capital and Stress Testing Committee is a sub-committee of the Group Asset and Liability Management Committee and focuses on the broad risk capital agenda, including risk appetite, capital usage, stress testing, Internal Capital Adequacy Assessment Process, capital planning, allocation and management, economic capital and prudential developments, including Basel oversight.
Group Finance Director
Key Group Finance function heads
Key Group Risk function heads
Executive Credit Group
 
The Executive Credit Group decides on requests for the extension of existing or new credit limits on behalf of the Group Board where the proposed aggregate facility limits are in excess of the credit approval authorities granted to individuals in divisions or in Group Risk Management, or where an appeal against a decline decision of the Group Chief Credit Officer (or delegates) or Group Chief Risk Officer is referred for final decision.
 
Group A members (1)
Head of Restructuring and Risk
Deputy Chief Risk Officer
Group Chief Credit Officer/Chief Credit Officer N.V.
Head of Global Restructuring Group
Chief Risk Officer, Non-Core division/APS (alternate)
 
Group B members (1)
Group Chief Executive
Group Finance Director
Chief Executive officers of divisions
 
(1)   Decisions require input from at least one member from each of Group A and Group B.
Divisional Risk and Audit Committees
Divisional Risk and Audit Committees report to the Board Risk Committee and the Group Audit Committee on a quarterly basis. Their main responsibilities are to:
 
·   monitor the performance of the divisions relative to divisional and Group risk appetite;
 
·      review matters relative to accounting policies, internal control, financial reporting, internal audit, external audit and regulatory compliance as set out in their terms of reference; and
 
·   assist on such other matters as may be referred to them by the relevant divisional Executive Committee, the Group Audit Committee or the Board Risk Committee .
Members: at least three non-executive members who are executives of the Group who do not have executive responsibility in the relevant division.
 
Attendees: at least two executives of the division, as appropriate. Representatives from finance, risk, internal audit and external audit.
 
Members of the Board Risk Committee and Group Audit Committee also have the right to attend.

* unaudited
 
 
64

 
Business review Risk and balance sheet management continued
 

Introduction*: Risk coverage
The main risk types faced by the Group are presented below, together with a summary of the key areas of focus and how the Group managed these risks in 2011.

Risk type
Definition
Features
How the Group managed risk and the focus in 2011
Capital, liquidity and funding risk
The risk that the Group has insufficient capital or is unable to meet its financial liabilities as they fall due.
Potential to disrupt the business model and stop normal functions of the Group .
 
Potential to cause the Group to fail to meet the supervisory requirements of regulators.
 
Significantly driven by credit risk losses .
The Group plans for and maintains an adequate amount and mix of capital consistent with its risk profile. This ensures that in any foreseeable scenario the Group holds minimum capital to meet the standards and requirements of investors, regulators and depositors. The amount of capital required is determined through risk assessments and stress testing.
 
Active run-off of capital intensive assets in Non-Core and other risk mitigation left the Core Tier 1 ratio strong at 10.6%, despite a £21 billion uplift in RWAs from the implementation of CRD III in December 2011. Refer to pages 68 to 73.
 
Maintaining the structural integrity of the Group’s balance sheet requires active management of both asset and liability portfolios as necessary. Strong term debt issuance and planned reductions in the funded balance sheet enabled the Group to strengthen its liquidity and funding position as market conditions worsened. Refer to pages 74 to 88.
Credit risk (including counterparty risk)
The risk that the Group will incur losses owing to the failure of a customer to meet its obligation to settle outstanding amounts .
Loss characteristics vary materially across portfolios .
 
Significant link between losses and the macroeconomic environment .
 
Can include concentration risk - the risk of loss due to the concentration of credit risk to a specific product, asset class, sector or counterparty .
The Group manages credit risk based on a suite of credit approval and risk concentration frameworks and associated risk management systems and tools. It also continues to reduce the risk associated with legacy exposures through further reductions in Non-Core assets.
 
During 2011, asset quality continued to improve, resulting in loan impairment charges 21% lower than in 2010 despite continuing challenges in Ulster Bank Group (Core and Non-Core) and corporate real estate portfolios. The Group continued to make progress in reducing key credit concentration risks, with credit exposures in excess of single name concentration limits declining 15% during the year and exposure to commercial real estate declining 14%. Refer to pages 92 to 165.
Country risk
The risk of material losses arising from significant country-specific events.
Can arise from sovereign events, economic events, political events, natural disasters or conflicts.
 
Potential to affect parts of the Group’s credit portfolio that are directly or indirectly linked to the country in question.
All country exposures are covered by the Group’s country risk management framework. This includes active management of portfolios either when these have been identified as exhibiting signs of stress through the Group’s country Watchlist process or when it is otherwise considered appropriate. Portfolio reviews are undertaken to align country risk profiles to the Group’s country risk appetite in light of economic and political developments.
 
Sovereign risk increased in 2011, resulting in rating downgrades for a number of countries, including several eurozone members. This resulted in an impairment charge recognised by the Group in 2011 in respect of available-for-sale Greek government bonds. In response, the Group further strengthened its country risk appetite setting and risk management systems during the year and brought a number of advanced countries under limit control. This contributed to a reduction in exposure to a range of countries. Refer to pages 166 to 186.

* unaudited
 
 
65

 
 
Business review Risk and balance sheet management continued

Introduction*: Risk coverage   continued

Risk type
Definition
Features
How the Group managed risk and the focus in 2011
Market risk
The risk arising from changes in interest rates, foreign currency, credit spreads, equity prices and risk related factors such as market volatilities.
Frequent small losses which are material in aggregate.
 
Infrequent large material losses due to stress events .
A comprehensive structure is in place aimed at ensuring the Group does not exceed its qualitative and quantitative tolerance for market risk.
 
The Group’s market risk policy statements set out its qualitative tolerance for market risk. They define the governance, responsibilities and requirements for the identification, measurement, analysis, management and communication of the market risk arising from the Group’s trading and non-trading investment activities.
 
The Group Market Risk limit framework expresses the Group’s quantitative tolerance for market risk. The Group limit metrics capture, in broad terms, the full range of market risk exposures, ensuring the risk is appropriately defined and communicated.
 
During 2011, the Group continued to manage down its market risk exposure in Non-Core and reduce the asset-backed securities trading inventory such that the trading portfolio became less exposed to credit risk. Refer to pages 187 to 193.
Insurance risk
The risk of financial loss through fluctuations in the timing, frequency and/or severity of insured events, relative to the expectations at the time of underwriting.
Frequent small losses which are material in aggregate .
 
Infrequent large material losses .
The Group’s framework for managing insurance risk, with associated risk appetite and policy frameworks, is designed to ensure insurance risks are appropriately identified, controlled, managed, monitored, reported and mitigated.
 
Procedures are in place to address any issues, such as breaches of risk appetite that are identified through monitoring and reporting activities. If a breach occurs, an action plan to address the issue is developed, implemented and monitored to ensure the risk is adequately mitigated or a decision is taken to accept it.
 
During 2011, focus on insurance risk appetite resulted in the de-risking and significant re-pricing of certain classes of business and exiting some altogether . Refer to page 194.
Operational risk
The risk of loss resulting from inadequate or failed processes, people, systems or from external events .
Frequent small losses .
 
Infrequent material losses .
The objective of operational risk management is to manage it to an acceptable level. Processes to achieve this objective take into account the cost of minimising the risk against the resultant reduction in exposure.
 
During 2011, the Group took steps to enhance its management of operational risks. This was particularly evident in respect of risk appetite, the Group Policy Framework, risk assessment, scenario analysis and statistical modelling for capital requirements.
 
The level of operational risk remains high due to the scale of structural change occurring across the Group , the pace of regulatory change, the economic downturn and other external threats, such as e-crime. Refer to pages 194 to 197.

* unaudited
 
66

 
Business review   Risk and balance sheet management continued

 
Introduction*: Risk coverage continued
 
Risk type
Definition
Features
How the Group managed risk and the focus in 2011
Compliance risk
The risk arising from non-compliance with national and international laws, rules and regulations.
Adverse impacts on strategy, capital structure, business models and operational effectiveness.
 
Financial cost of adapting to changes in laws, rules or regulations or of penalties for non-compliance.
Management of compliance risk entails early identification and effective management of changes in legislative, regulatory and other requirements that may affect the Group.
 
It also requires active engagement with regulators, close analysis of emerging regulatory themes, and interaction with rule-makers and legislators.
 
Within the GPF, compliance risk policies define minimum standards to which all businesses must adhere. GPF policies are supplemented, where appropriate, by divisional policies to meet local product or market requirements.
 
During 2011, the Group managed the increased levels of scrutiny and legislation by enlarging the capacity of its compliance, anti-money laundering and regulatory affairs teams and taking steps to improve its operating models, tools, systems and processes. Refer to pages 197 to 202.
Reputational risk
The risk of brand damage arising from financial and non-financial events arising from the failure to meet stakeholders’ expectations of the Group’s performance and behaviour.
Potential to put the entire business at risk. Otherwise, could lead to negative publicity, loss of revenue, costly litigation or a decline in customer base .
 
Can arise from actions taken by the Group or a failure to take action.
The Group Sustainability Committee and risk committees continue to assess reputational risk issues. In 2011, an Environmental, Social and Ethical (ESE) Risk Policy was developed with sector ESE risk appetite positions drawn up to assess the Group’s appetite to support customers in sensitive sectors including defence , oil and gas. This also included the establishment of divisional reputational risk committees.
 
Stakeholder engagement was broadened with the implementation of formal sessions between the Group Sustainability Committee and relevant advocacy groups and non-governmental organisations. Refer to page 202.
Business risk
The risk of lower - than - expected revenues and/or higher - than - expected operating costs.
Influenced by many factors such as pricing, sales volume, input costs, regulations and market and economic conditions.
Forecasts of revenues and costs are tested against a range of stress scenarios to identify key risk drivers and the appropriate actions to address and manage them.
 
Business risk is incorporated within the Group's risk appetite target for earnings volatility that was set in 2011 . Refer to page 202.
Pension risk
The risk that the Group will have to make additional contributions to its defined benefit pension schemes.
Funding position can be volatile due to the uncertainty of future investment returns and the projected value of schemes’ liabilities.
The Group manages pension risk from a sponsor perspective using a framework that encompasses risk reporting and monitoring, stress testing, modelling and an associated governance structure that helps ensure the Group is able to fulfil its obligation to support the defined benefit pension schemes to which it has exposure.
 
In 2011 , the Group focused on improved stress testing and risk governance mechanisms. This included the establishment of the Pension Risk Committee and the articulation of its view of risk appetite for the various Group pension schemes. Refer to pages 203 and 204.

Each risk type maps into the Group’s risk appetite framework and contributes to the overall achievement of its strategic objectives with underlying frameworks and limits. The key frameworks and developments over the past year are described in the relevant sections of the following pages.

* unaudited

 
67

 
Business review Risk and balance sheet management continued
 
 
 
Balance sheet management
All disclosures in this section (pages 68 to 91) are audited unless otherwise indicated by an asterisk (*).

Two of the Group’s four key strategic risk objectives relate to the maintenance of capital adequacy and ensuring stable and efficient access to liquidity and funding. This section on balance sheet management explains how the Group is performing on achieving these objectives.

Capital management
Introduction*
The Group aims to maintain an appropriate level of capital to meet its business needs and regulatory requirements as capital adequacy and risk management are closely aligned. The Group operates within an agreed risk appetite whilst optimising the use of shareholders’ funds to deliver sustainable returns.

The appropriate level of capital is determined based on the dual aims of: (i) meeting minimum regulatory capital requirements; and (ii) ensuring the Group maintains sufficient capital to uphold investor and rating agency confidence in the organisation, thereby supporting the business franchise and funding capacity.

Governance*
The Group Asset and Liability Management Committee (GALCO) is responsible for ensuring the Group maintains adequate capital at all times. The newly established Capital and Stress Testing Committee (CAST) is a cross-functional body driving and directing integrated risk capital activities including stress testing economic capital and capital allocation. These activities have linkages to capital planning, risk appetite and regulatory change. CAST reports through GALCO and comprises senior representatives from Risk Management, Group Finance and Group Treasury.

Determining appropriate capital*
The minimum regulatory capital requirements are identified by the Group through the Internal Capital Adequacy Assessment Process and then agreed between the Group Board and the appropriate supervisory authority.

The Group’s own determination of how much capital is sufficient is derived from the desired credit rating level and the application of both internally and externally defined stress tests that identify potential changes in capital ratios over time.

Monitoring and maintenance*
Based on these determinations, which are continually reassessed, the Group aims to maintain capital adequacy both at Group level and in each regulated entity.

The Group operates a rigorous capital planning process aimed at ensuring the capital position is controlled within the agreed parameters. This incorporates regular re-forecasts of the capital positions of the regulated entities and the overall Group. In the event that the projected position deteriorates beyond acceptable levels, the Group would issue further capital and/or revise business plans accordingly.

Stress testing approaches are used to determine the level of capital required to ensure the Group remains adequately capitalised.

Capital allocation*
Capital resources are allocated to the Group’s businesses based on key performance parameters agreed by the Group Board in the annual strategic planning process. Principal among these is a profitability metric which assesses the effective use of the capital allocated to the business. Projected and actual return on equity is assessed against target returns set by the Group Board. The allocations also reflect strategic priorities and balance sheet and funding metrics.

Economic profit is also planned and measured for each division during the annual planning process. It is calculated by deducting the cost of equity utilised in the particular business from its operating profit and measures the value added over and above the cost of equity.

The Group aims to deliver sustainable returns across the portfolio of businesses with projected business returns stressed to test key vulnerabilities.

The divisions use return on capital metrics when making pricing decisions on products and transactions with a view to ensuring customer activity is appropriately aligned with Group and divisional targets and allocations.

The FSA uses the risk asset ratio as a measure of capital adequacy in the UK banking sector, comparing a bank’s capital resources with its RWAs (the assets and off-balance sheet exposures are weighted to reflect the inherent credit and other risks); by international agreement the risk asset ratios should not be less than 8% with a Tier 1 component of not less than 4%.
 

 
* unaudited

 
68

 
Business review Risk and balance sheet management continued
 
 
Capital adequacy*
The Group’s RWAs and risk asset ratios, calculated in accordance with FSA definitions, are set out below .

 
Statutory
 
Proportional  
Risk-weighted assets by risk
2011 
£bn 
2010 
£bn 
2009 
£bn 
 
2009 
£bn 
Credit risk
344.3 
385.9 
513.2 
 
410.4 
Counterparty risk
61.9 
68.1 
56.5 
 
56.5 
Market risk
64.0 
80.0 
65.0 
 
65.0 
Operational risk
37.9 
37.1 
33.9 
 
33.9 
 
508.1 
571.1 
668.6 
 
565.8 
Asset Protection Scheme relief
(69.1)
(105.6)
(127.6)
 
(127.6)
 
439.0 
465.5 
541.0 
 
438.2 

Risk asset ratios
%
%
%
 
%
Core Tier 1
10.6
10.7  
11.0 
 
11.0 
Tier 1
13.0
12.9  
14.1 
 
14.4 
Total
13.8
14.0  
16.1 
 
16.3 



Key points*
·   
Market risk RWAs were impacted by the new CRD III rules but decreased overall by £16 billion in 2011 reflecting de-risking of Non-Core and a reduction in trading VaR.

·   
APS relief decreased by £36.5 million, reflecting pool movements, assets moving into default and changes in risk parameters.



Pillar 3*
The Group publishes its Pillar 3 Disclosures on its website, providing a range of additional information relating to Basel II and risk and capital management across the Group. The disclosures focus on capital resources and adequacy and discuss a range of credit risk measures and  management methods (such as credit risk mitigation, counterparty credit risk and provisions) and their associated RWAs under the various Basel II approaches. Detailed disclosures are also made on equity exposures, securitisations, operational risk, market risk and interest rate risk in the banking book.

* unaudited

 
69

 
Business review Risk and balance sheet management continued
 
 
Balance sheet management: Capital management   continued
Capital resources
The Group’s regulatory capital resources in accordance with FSA definitions were as follows:

 
Statutory
 
Proportional*
Shareholders’ equity (excluding non-controlling interests)
2011 
£m  
2010 
£m  
2009 
£m  
 
2009 
£m  
Shareholders’ equity per balance sheet
74,819 
75,132  
77,736  
 
77,736  
Preference shares - equity
(4,313)
(4,313)
(7,281)
 
(7,281)
Other equity instruments
(431)
(431)
(565)
 
(565)
 
70,075  
70,388  
69,890  
 
69,890  
           
Non-controlling interests
         
Non-controlling interests per balance sheet
1,234 
1,719  
16,895  
 
2,227  
Non-controlling preference shares
(548)
(548)
(656)
 
(656)
Other adjustments to non-controlling interests for regulatory purposes
(259)
(259)
(497)
 
(497)
 
427 
912  
15,742  
 
1,074  
           
Regulatory adjustments and deductions
         
Own credit
(2,634)
(1,182)
(1,057)
 
(1,057)
Unrealised losses on AFS debt securities
1,065  
2,061  
1,888  
 
1,888  
Unrealised gains on AFS equity shares
(108)
(25)
(134)
 
(134)
Cash flow hedging reserve
(879)
140  
252  
 
252  
Other adjustments for regulatory purposes
571 
204 
(193)
 
41 
Goodwill and other intangible assets
(14,858)
(14,448)
(17,847)
 
(14,786)
50% excess of expected losses over impairment provisions (net of tax)
(2,536)
(1,900)
(2,558)
 
(2,558)
50% of securitisation positions
(2,019)
(2,321)
(1,353)
 
(1,353)
50% of APS first loss
(2,763)
(4,225)
(5,106)
 
(5,106)
 
(24,161)
(21,696)
(26,108)
 
(22,813)
           
Core Tier 1 capital
46,341  
49,604 
59,524 
 
48,151  
           
Other Tier 1 capital
         
Preference shares - equity
4,313  
4,313  
7,281  
 
7,281  
Preference shares - debt
1,094  
1,097  
3,984 
 
3,984 
Innovative/hybrid Tier 1 securities
4,667 
4,662  
5,213 
 
2,772 
 
10,074 
10,072  
16,478  
 
14,037  
           
Tier 1 deductions
         
50% of material holdings
(340)
(310)
(601)
 
(310)
Tax on excess of expected losses over impairment provisions
915  
758  
1,020  
 
1,020 
 
575  
448  
419  
 
710  
           
Total Tier 1 capital
56,990  
60,124 
76,421 
 
62,898  



* unaudited

 
70

 
Business review Risk and balance sheet management continued
 
Capital resources   continued

 
Statutory
 
Proportional*
Qualifying Tier 2 capital
2011 
£m 
2010 
£m 
2009 
£m 
 
2009  
£m  
Undated subordinated debt
1,838 
1,852 
4,950 
 
4,200  
Dated subordinated debt - net of amortisation
14,527 
16,745 
20,063 
 
18,120  
Reserves arising on revaluation of property
— 
— 
73 
 
73  
Unrealised gains on AFS equity shares
108 
25 
134 
 
134  
Collectively assessed impairment provisions
635 
778 
796 
 
796  
Non-controlling Tier 2 capital
11 
11 
11 
 
11  
 
17,119 
19,411 
26,027 
 
23,334  
           
Tier 2 deductions
         
50% of securitisation positions
(2,019)
(2,321)
(1,353)
 
(1,353)
50% excess of expected losses over impairment provisions
(3,451)
(2,658)
(3,578)
 
(3,578)
50% of material holdings
(340)
(310)
(601)
 
(310)
50% of APS first loss
(2,763)
(4,225)
(5,106)
 
(5,106)
 
(8,573)
(9,514)
(10,638)
 
(10,347)
           
Total Tier 2 capital
8,546  
9,897 
15,389 
 
12,987
           
Supervisory deductions
         
Unconsolidated investments
         
  - RBS Insurance
(4,354)
(3,962)
(4,068)
 
(4,068)
  - Other investments
(239)
(318)
(404)
 
(404)
Other deductions
(235)
(452)
(93)
 
(93)
 
(4,828)
(4,732)
(4,565)
 
(4,565)
           
Total regulatory capital (1)
60,708  
65,289 
87,245 
 
71,320  


Movement in Core Tier 1 capital
2011 
£m 
At beginning of the year
49,604 
Attributable loss net of movements in fair value of own debt
(3,449)
Foreign currency reserves
(363)
Decrease in non-controlling interests
(485)
Decrease in capital deductions including APS first loss
1,128 
Other movements
(94)
At end of the year
46,341 

Note:
(1)
Total capital includes certain instruments issued by RBS N.V. Group that are treated consistent with the local implementation of the Capital Requirements Directive (including the transitional provisions of that Directive). The FSA formally confirmed this treatment in 2012.


* unaudited

 
71

 
Business review Risk and balance sheet management continued
 
 
Balance sheet management: Capital management   continued
Risk-weighted assets by division*
Risk-weighted assets by risk category and division are set out below:


 
Credit 
risk 
Counterparty 
risk 
Market 
risk 
Operational 
risk 
Gross 
RWAs 
APS  
 relief  
Net 
RWAs 
2011
£bn 
£bn 
£bn 
£bn 
£bn 
£bn 
£bn 
UK Retail
41.1 
7.3 
48.4 
(9.4)
39.0 
UK Corporate
69.4  
6.7 
76.1 
(15.5)
60.6  
Wealth
10.9 
0.1 
1.9 
12.9 
12.9 
Global Transaction Services
12.4 
4.9 
17.3  
17.3  
Ulster Bank
33.6 
0.6 
0.3 
1.8 
36.3 
(6.8)
29.5 
US Retail & Commercial
53.4 
1.0 
4.4 
58.8 
58.8 
Retail & Commercial
220.8 
1.6 
0.4 
27.0 
249.8 
(31.7)
218.1  
Global Banking & Markets
45.1 
39.9 
50.6 
15.5 
151.1  
(8.5)
142.6  
Other
9.9 
0.2 
0.7 
10.8  
10.8  
Core
275.8 
41.7 
51.0 
43.2 
411.7 
(40.2)
371.5  
Non-Core
65.6 
20.2 
13.0 
(5.5)
93.3  
(28.9)
64.4  
Group before RFS MI
341.4 
61.9 
64.0 
37.7 
505.0 
(69.1)
435.9  
RFS MI
2.9 
0.2 
3.1 
3.1 
Group
344.3 
61.9 
64.0 
37.9 
508.1 
(69.1)
439.0  

2010
             
UK Retail
41.7 
— 
— 
7.1 
48.8 
(12.4)
36.4 
UK Corporate
74.8 
— 
— 
6.6 
81.4 
(22.9)
58.5 
Wealth
10.4 
— 
0.1 
2.0 
12.5 
— 
12.5 
Global Transaction Services
13.7 
— 
— 
4.6 
18.3 
— 
18.3 
Ulster Bank
29.2 
0.5 
0.1 
1.8 
31.6 
(7.9)
23.7 
US Retail & Commercial
52.0 
0.9 
— 
4.1 
57.0 
— 
57.0 
Retail & Commercial
221.8 
1.4 
0.2 
26.2 
249.6 
(43.2)
206.4 
Global Banking & Markets
53.5 
34.5 
44.7 
14.2 
146.9 
(11.5)
135.4 
Other
16.4 
0.4 
0.2 
1.0 
18.0 
— 
18.0 
Core
291.7 
36.3 
45.1 
41.4 
414.5 
(54.7)
359.8 
Non-Core
91.3 
31.8 
34.9 
(4.3)
153.7 
(50.9)
102.8 
Group before RFS MI
383.0 
68.1 
80.0 
37.1 
568.2 
(105.6)
462.6 
RFS MI
2.9 
— 
— 
— 
2.9 
— 
2.9 
Group
385.9 
68.1 
80.0 
37.1 
571.1 
(105.6)
465.5 


Asset Protection Scheme*
The Group acceded to the Asset Protection Scheme (APS or ‘the Scheme’) in December 2009.

Following the accession to the APS, HM Treasury provides loss protection against potential losses arising in a pool of assets. HM Treasury also subscribed to £25.5 billion of capital in the form of B shares and a Dividend Access Share , with a further £8 billion of capital in the form of B shares potentially available as contingent capital. The Group pays fees in respect of the protection and contingent capital. The Group has the option, subject to HM Treasury consent, to pay the premium, contingent capital and the exit fee payable in connection with any termination of the Group’s participation in the APS in whole or in part, by waiving the entitlements of members of the Group to certain UK tax reliefs.

Following accession to the APS, arrangements were put in place within the Group that extended effective APS protection to all other regulated entities holding assets covered by the APS.






* unaudited

 
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Business review Risk and balance sheet management continued
 
 
Regulatory capital impact of the APS*
Methodology
The regulatory capital requirements for assets covered by the Scheme are calculated using the securitisation framework under the FSA prudential rules. The calculation is as follows (the output is known as ‘the uncapped amount’):

·   
First loss - the residual first loss, after impairments and write-downs, to date, is deducted from available capital split equally between Core Tier 1 and Tier 2 capital;
·   
HM Treasury share of covered losses - after the first loss has been deducted, 90% of assets covered by HM Treasury are risk - weighted at nil; and
·   
RBS share of covered losses - the remaining 10% share of loss is borne by RBS and is risk - weighted in the normal way.

Should the uncapped amount be higher than the capital requirements for the underlying assets calculated as normal, ignoring the Scheme, the capital requirements for the Scheme are capped at the level of the requirements for the underlying assets (‘capped amount’). Where capped, the Group apportions the capped amount up to the level of the first loss as calculated above; any unused capped amount after the first loss capital deduction will be taken as RWAs for the Group’s share of covered losses.

Adjustments to the regulatory capital calculation can be made for either currency or maturity mismatches. These occur where there is a difference between the currency or maturity of the protection and that of the underlying asset. These mismatches will have an impact upon the timing of the removal of the cap and level of regulatory capital benefit on the uncapped amount, but this effect is not material.

Impact
The Group calculates its capital requirements in accordance with the capped basis. Accordingly, the APS has no impact on the Pillar 1 regulatory capital requirement in respect of the assets covered by the APS. It does, however, improve the Core Tier 1 capital ratio of the Group. The protection afforded by the APS assists the Group in satisfying the forward - looking stress testing framework applied by the FSA.

Future regulatory capital effects
As impairments or write-downs on the pool of assets are recognised, they reduce Core Tier 1 capital in the normal way. This will reduce the first loss deduction for the Scheme, potentially leading to a position where the capital requirement on the uncapped basis would no longer, for the assets covered by the APS, exceed the non-APS requirement and as a result, the Group would expect to start reporting the regulatory capital treatment on the uncapped basis.

For further information on the assets covered by APS see pages 205 to 207 .

Basel III*
The rules issued by the Basel Committee on Banking Supervision (BCBS), commonly referred to as Basel III, are a comprehensive set of reforms designed to strengthen the regulation, supervision, risk and liquidity management of the banking sector. In the EU they will be enacted through a revised Capital Requirements Directive referred to as CRD IV.

In December 2010, the BCBS issued the final text of the Basel III rules, providing details of the global standards agreed by the Group of Governors and Heads of Supervision, the oversight body of the BCBS and endorsed by the G20 leaders at their November 2010 Seoul summit. There are transition arrangements proposed for implementing these new standards as follows:

·   
National implementation of increased capital requirements will begin on 1 January 2013;
·   
There will be a phased five year implementation of new deductions and regulatory adjustments to Core Tier 1 capital commencing on 1 January 2014;
·   
The de-recognition of non-qualifying non-common Tier 1 and Tier 2 capital instruments will be phased in over 10 years from 1 January 2013; and
·   
Requirements for changes to minimum capital ratios, including conservation and countercyclical buffers, as well as additional requirements for Global Systemically Important Banks, will be phased in from 2013 to 2019.

The Group, in conjunction with the FSA, regularly evaluates its models for the assessment of RWAs ascribed to credit risk across various classes. This , together with the changes introduced by CRD IV relating primarily to counterparty risk, is expected to increase RWA requirements by the end of 2013 by £50 billion to £65 billion.  These estimates are still subject to change; a degree of uncertainty remains around implementation details as the guidelines are not finalised and must still be enacted into EU law. There could be other future changes and associated impacts from these model reviews.

Other regulatory capital changes*
The Group is in the process of implementing changes to the RWA requirements for commercial real estate portfolios consistent with revised industry guidance from the FSA. This is projected to increase RWA requirements by circa £20 billion by the end of 2013, of which circa £10 billion will apply in 2012.

The Group is managing the changes to capital requirements from new regulation and model changes and the resulting impact on the common equity Tier 1 ratio, focusing on risk reduction and deleveraging. This is principally being achieved through the continued run-off and disposal of Non-Core assets and deleveraging in GBM as the business focuses on the most productive returns on capital.

The major categories of new deductions and regulatory adjustments which are being phased in over a five year period from 1 January 2014 include:

·   
Expected loss net of provisions;
·   
Deferred tax assets not relating to timing differences;
·   
Unrealised losses on available-for-sale securities; and
·   
Significant investments in non-consolidated financial institutions.

The net impact of these changes is expected to be manageable as the aggregation of these drivers is projected to be lower by 2014 and declining during the phase-in period.

* unaudited

 
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Business review Risk and balance sheet management continued
 
 
Balance sheet management: Liquidity and funding risk
All disclosures in this section (pages 74 to 91) are audited unless otherwise indicated with an asterisk (*).

Liquidity risk
Liquidity risk is the risk that the Group is unable to meet its obligations, including financing maturities as they fall due. Liquidity risk is heavily influenced by the maturity profile and mix of the Group’s funding base, as well as the quality and liquidity value of its liquidity portfolio. 

Liquidity risk is dynamic, being influenced by movements in markets and perceptions that are driven by firm specific or external factors. Managing liquidity risk effectively is a key component of the Group’s risk reduction strategy. The Group's 2011 performance demonstrates continued improvements in managing liquidity risk and reflects actions taken in light of an uncertain economic outlook, which resulted in improvements in key measures:

·   
Deposit growth - Core Retail & Commercial deposits rose by 9%, and together with Non-Core deleveraging, took the Group loan:deposit ratio to 108%, compared with 118% at the end of 2010.

·   
Wholesale funding - £21 billion of net term wholesale debt was issued in 2011 from secured and unsecured funding programmes, across a variety of maturities and currencies.

·   
Short-term wholesale funding (STWF) - the overall level of STWF fell by £27 billion to £102 billion, below the 2013 target of circa £125 billion.

·   
Liquidity portfolio - the liquidity portfolio of £155 billion was maintained above the 2013 target level of £150 billion against a backdrop of heightened market uncertainty in the second half of the year and was higher than STWF. This represents a £53 billion cushion over STWF.
 
Funding issuance
The Group has access to a variety of funding sources across the globe, including short-term money markets, repurchase agreement markets and term debt investors through its secured and unsecured funding programmes. Diversity in funding is provided by its active role in the money markets, along with access to global capital flows through GBM’s international client base. The Group’s wholesale funding franchise is well diversified by currency, geography, maturity and type.

The Group has been a regular issuer in the debt capital markets in both secured and unsecured arrangements. 2011 net new term debt issuance was £21 billion, with 49% secured and 51% unsecured, of which 71% were public transactions and 29% were private.

Balance sheet composition
The Group’s balance sheet composition is a function of the broad array of product offerings and diverse markets served by its Core divisions. The structural composition of the balance sheet is augmented as needed through active management of both asset and liability portfolios. The objective of these activities is to optimise liquidity transformation in normal business environments, while ensuring adequate coverage of all cash requirements under extreme stress conditions.

Diversification of the Group’s funding base is central to its balance sheet management strategy. The Group’s businesses have developed large customer franchises based on strong relationship management and high quality service. These customer franchises are strongest in the UK, the US and Ireland, but extend into Europe and Asia. Customer deposits provide large pools of stable funding to support the majority of the Group’s lending. Improvement of the Group’s loan:deposit ratio to 100% or better, by 2013, is a strategic objective.

The Group also accesses professional markets funding by way of public and private debt issuances on an unsecured and secured basis. These debt issuance programmes are spread across multiple currencies and maturities, to appeal to a broad range of investor types and preferences around the world. This market-based funding supplements the Group’s structural liquidity needs and , in some cases, achieves certain capital objectives.



 
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Business review Risk and balance sheet management continued
 
 
Stress testing
The strength of a bank’s liquidity risk management can only be evaluated based on its ability to survive under stress. The Group evaluates the survivability of the major legal entities and legal entity groups when subjected to simulated stress conditions.

Simulated liquidity stress testing is periodically performed for each business as well as the major operating subsidiaries. A variety of firm-specific and market-related scenarios are used at the consolidated level and in individual countries. These scenarios include assumptions about significant changes in key funding sources, credit ratings, contingent uses of funding, and political and economic conditions in certain countries.

The Group’s actual experiences from the 2008 and 2009 period factor heavily into the liquidity analysis. This systemic and name-specific crisis provides important data points in estimating stress severity.

Stress scenarios are applied to both on-balance sheet and off-balance sheet commitments, to provide a comprehensive view of potential cash flows.

Contingency planning
The Group has a Contingency Funding Plan (CFP) , which is updated as the balance sheet evolves. The CFP is linked to stress test results and forms the foundation for liquidity risk limits. Limits in the business-as-usual environment are bounded by capacity to satisfy the Group’s liquidity needs in the stress environments. The CFP provides a detailed description of the availability, size and timing of all sources of contingent liquidity available to the Group in a stress event. These are ranked in order of economic impact and effectiveness to meet the anticipated stress requirement. The CFP includes documented procedures and sign - offs for actions that may require businesses to provide access to customer assets for collateralised borrowing, securitisation or sale. Roles and responsibilities for the effective implementation of the CFP are also documented.

Liquidity reserves
The Group maintains liquidity reserves sufficient to satisfy cash requirements , in the event of a severe disruption in its access to funding sources. The reserves consist of cash held on deposit at central banks, high quality unencumbered government securities and other unencumbered collateral. Government securities vary by type and jurisdiction based on local regulatory considerations. The currency mix of the reserves reflects the underlying balance sheet composition.
 
Regulatory oversight
The Group operates in multiple jurisdictions and is subject to a number of regulatory regimes.

The Group’s lead regulator is the UK Financial Services Authority (FSA). The FSA implemented a new liquidity regime on 1 June 2010. The new rules provide a standardised approach applied to all UK banks. At RBS Group, the rules focus on the UK Defined Liquidity Group (a subset comprising the Group’s five UK banks, The Royal Bank of Scotland plc, National Westminster Bank Plc, Ulster Bank Limited, Coutts & Co and Adam & Co) and cover adequacy of liquidity resources, controls, stress testing and the Individual Liquidity Adequacy Assessment (ILAA). The ILAA informs the Group Board and the FSA of the assessment and quantification of the Group’s liquidity risks and their mitigation, and how much current and future liquidity is required.

In the US, the Group’s operations must meet liquidity requirements set out by the US Federal Reserve Bank, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation and the Financial Industry Regulatory Authority. In the Netherlands, the Group is subject to the De Nederlandsche Bank liquidity oversight regime.

Regulatory developments*
There have been a number of significant developments in the regulation of liquidity risk.

In December 2010, the Basel Committee on Banking Supervision issued the ‘International framework for liquidity risk measurement, standards and monitoring’ which confirmed the introduction of two liquidity ratios: the liquidity coverage ratio (LCR) and the net stable funding ratio (NSFR).

The introduction of both of these ratios will be subject to an observation period, which includes review clauses to identify and address any unintended consequences.

After an observation period beginning in 2011, the LCR, including any revisions, will be introduced on 1 January 2015. The NSFR, including any revisions, will move to a minimum standard by 1 January 2018.


* unaudited

 
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Business review Risk and balance sheet management continued
 
 
Balance sheet management: Liquidity and funding risk continued
Funding sources
The table below shows the Group’s primary funding sources including deposits in disposal groups and excluding repurchase agreements .

 
2011
 
2010
 
2009
 
£m
%
 
£m
%
 
£m
%
Deposits by banks
               
  - central banks
3,680
0.5
 
6,655
0.9
 
8,535
1.0
  - derivative cash collateral
31,807
4.6
 
28,074
3.8
 
32,552
4.0
  - other
33,627
4.8
 
31,588
4.3
 
75,173
9.2
 
69,114
9.9
 
66,317
9.0
 
116,260
14.2
Debt securities in issue
               
  - conduit asset backed commercial paper (ABCP)
11,164
1.6
 
17,320
2.3
 
25,583
3.1
  - other commercial paper (CP)
5,310
0.8
 
8,915
1.2
 
18,724
2.3
  - certificates of deposit (CDs)
16,367
2.4
 
37,855
5.1
 
58,195
7.1
  - medium-term notes (MTNs)
105,709
15.2
 
131,026
17.6
 
125,800
15.4
  - covered bonds
9,107
1.3
 
4,100
0.6
 
  - securitisations
14,964
2.1
 
19,156
2.6
 
18,027
2.2
 
162,621
23.4
 
218,372
29.4
 
246,329
30.1
Subordinated liabilities
26,319
3.8
 
27,053
3.6
 
31,538
3.9
Notes issued
188,940
27.2
 
245,425
33.0
 
277,867
34.0
Wholesale funding
258,054
37.1
 
311,742
42.0
 
394,127
48.2
Customer deposits
               
  - cash collateral
9,242
1.4
 
10,433
1.4
 
9,934
1.2
  - other
427,511
61.5
 
420,433
56.6
 
413,224
50.6
Total customer deposits
436,753
62.9
 
430,866
58.0
 
423,158
51.8
                 
Total funding
694,807
100.0
 
742,608
100.0
 
817,285
100.0
                 
Disposal group deposits included above
               
  - banks
   
266 
   
618 
 
  - customers
22,610 
   
2,267 
   
8,907 
 
 
22,611 
   
2,533 
   
9,525 
 

Short-term wholesale funding
2011 
£bn 
2010 
£bn 
2009 
£bn 
Deposits
32.9 
34.7  
77.3 
Notes issued
69.5 
95.0 
139.0 
STWF excluding derivative collateral
102.4 
129.7 
216.3 
Derivative collateral
31.8 
28.1 
32.6 
STWF including derivative collateral
134.2 
157.8 
248.9 
       
Interbank funding excluding derivative collateral
     
  - bank deposits
37.3 
38.2 
83.7 
  - bank loans
(24.3)
(31.3)
(31.3)
Net interbank funding
13.0 
6.9 
52.4 


Key points
·   
Short-term wholesale funding excluding derivative collateral declined £27.3 billion in 2011, from £129.7 billion to £102.4 billion. This is £52.9 billion lower than the Group’s liquidity portfolio. Deleveraging in Non-Core and GBM has led to the reduced need for funding.
 
·   
The Group’s customer deposits excluding cash collateral grew by approximately £7.1 billion in 2011.
 
 
 
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Business review Risk and balance sheet management continued

 
The table below shows the Group’s debt securities in issue and subordinated liabilities by remaining maturity.

 
Debt securities in issue
     
2011
Conduit 
ABCP 
Other 
CP and 
CDs 
MTNs 
Covered 
bonds 
Securitisations 
Total 
Subordinated 
liabilities 
Total 
notes 
issued 
Total 
notes 
issued 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
%  
Less than 1 year
11,164 
21,396 
36,302 
— 
27 
68,889 
624 
69,513 
36.8 
1-3 years
— 
278 
26,595 
2,760 
479 
30,112 
3,338 
33,450 
17.7 
3-5 years
— 
16,627 
3,673 
— 
20,302 
7,232 
27,534 
14.6 
More than 5 years
— 
26,185 
2,674 
14,458 
43,318 
15,125 
58,443 
30.9 
 
11,164 
21,677 
105,709 
9,107 
14,964 
162,621 
26,319 
188,940 
100.0 
                   
2010
                 
Less than 1 year
17,320 
46,051 
30,589 
— 
88 
94,048 
964 
95,012 
38.7 
1-3 years
— 
702 
47,357 
1,078 
12 
49,149 
754 
49,903 
20.3 
3-5 years
— 
12 
21,466 
1,294 
34 
22,806 
8,476 
31,282 
12.8 
More than 5 years
— 
31,614 
1,728 
19,022 
52,369 
16,859 
69,228 
28.2 
 
17,320 
46,770 
131,026 
4,100 
19,156 
218,372 
27,053 
245,425 
100.0 
                   
2009
                 
Less than 1 year
25,583 
76,008 
33,696 
— 
1,614 
136,901 
2,144 
139,045 
50.0 
1-5 years
— 
895 
69,400 
— 
142 
70,437 
4,235 
74,672 
26.9 
More than 5 years
— 
16 
22,704 
— 
16,271 
38,991 
25,159  
64,150  
23.1 
 
25,583 
76,919 
125,800 
— 
18,027 
246,329 
31,538  
277,867  
100.0 

Key point
·   
Debt securities in issue with a maturity of less than one year declined £25.1 billion from £94.0 billion at 31 December 2010 to £68.9 billion at 31 December 2011, largely due to the maturity of £20.1 billion of notes issued under the UK Government’s Credit Guarantee Scheme (CGS). The remaining notes issued under the CGS are due to mature in 2012, £15.6 billion in the first quarter of the year and £5.7 billion in the second quarter .

Short-term borrowings*
Short-term borrowings comprise repurchase agreements, borrowings from financial institutions, commercial paper and certificates of deposit. Derivative collateral received from financial institutions is excluded from the table below, as are certain long-term borrowings.

The table below shows details of the Group’s short-term borrowings.

 
Repurchase 
agreements 
Financial 
 institutions 
(1,2)  
CP 
CDs 
2011  
Total  
Repurchase 
agreements 
Financial 
 institutions 
(1,2)  
CP 
CDs 
2010 
Total  
2009 
Total  
At year end
                     
  - balance (£bn)
129 
93 
16 
16 
254 
115 
92  
26 
38 
271  
242  
  - weighted average interest  rate
0. 6% 
0.9% 
0.9% 
1.4% 
0.8% 
0.5% 
0.6% 
0.7% 
0.6% 
0.6% 
0.8% 
                       
During the year
                     
  - maximum balance (£bn)
175 
111 
32 
39 
357 
157 
127 
37 
57 
378 
357  
  - average balance (£bn)
142 
93 
22 
31 
288 
137 
109 
34 
50 
330 
292  
  - weighted average interest rate
0.9% 
1.1% 
0.7% 
1.2% 
1.0% 
0.6% 
0.8% 
0.9% 
1.0% 
0.7% 
1.9% 

Notes:
(1)
Excludes derivative cash collateral of £41 billion at 31 December 2011 (2010 - £38 billion; 2009 - £33 billion), 2011 average of £35 billion (2010 - £34 billion; 2009 - £40 billion) .
(2)
Excludes Federal Home Loan Bank’s long-term borrowings of £1 billion at 31 December 2011 (2010 - £1 billion), 2011 average of £1 billion (2010 - £1 billion).

Balances are generally based on monthly data. Average interest rates during the year are computed by dividing total interest expense by the average amount borrowed. Average interest rates at year end are average rates for a single day and as such may reflect one-day market distortions, which may not be indicative of generally prevailing rates.


* unaudited

 
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Business review Risk and balance sheet management continued
 
 
Balance sheet management: Liquidity and funding risk continued
Long-term debt issuances
The table below shows debt securities issued by the Group with an original maturity of one year or more. The Group also executes other long-term funding arrangements (predominantly term repurchase agreements) which are not reflected in the following tables.

 
2011 
2010  
2009  
 
£m 
£m 
£m 
Public
     
  - unsecured
5,085 
12,887 
8,386 
  - unsecured: guaranteed
— 
— 
19,663 
  - secured
9,807 
8,041 
— 
       
Private
     
  - unsecured
12,414 
17,450 
14,895 
  - unsecured: guaranteed
— 
— 
15,459 
  - secured
500 
— 
— 
Gross issuance
27,806 
38,378 
58,403 
Buybacks
(6,892)
(6,298)
(7,264)
Net issuance
20,914 
32,080 
51,139

Key points
·   
In line with the Group’s Strategic Plan , it has been an active issuer in recent years as it improved its liquidity and funding profile. Secured funding has increased as a proportion of total wholesale funding more recently as market dislocation and uncertainty over future regulatory developments have made unsecured markets less liquid .

·   
As the Group delevers, with Non-Core and GBM third party assets decreasing and Retail & Commercial deposits increasing, net term debt issuance decreased from £32 billion in 2010 to £21 billion in 2011. The net requirement in 2012 is not expected to exceed £10 billion as further deleveraging should cover the differences . *

·   
The Group undertakes voluntary buybacks of its privately issued debt in order to maintain client relationships and as part of its normal market making activities. These transactions are conducted at prevailing market rates.


The table below shows the original maturity of public long-term debt securities issued.
 
 
1-3 years 
3-5 years 
5-10 years 
>10 years 
Total 
2011
£m 
£m 
£m 
£m 
£m 
MTNs
904 
1,407 
1,839 
935 
5,085 
Covered bonds
— 
1,721 
3,280 
— 
5,001 
Securitisations
— 
— 
— 
4,806 
4,806 
 
904 
3,128 
5,119 
5,741 
14,892 
           
% of total
21 
34 
39 
100 

2010
         
MTNs
1,445 
2,150 
6,559 
2,733 
12,887 
Covered bonds
— 
1,030 
1,244 
1,725 
3,999 
Securitisations
— 
— 
— 
4,042 
4,042 
 
1,445 
3,180 
7,803 
8,500 
20,928 
           
% of total
15 
37 
41 
100 
           
2009
         
MTNs
13,450 
7,457 
3,477 
3,665 
28,049 
           
% of total
48 
27 
12 
13 
100 


* unaudited

 
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Business review Risk and balance sheet management continued
 
 
The table below shows the currency breakdown of public and private long-term debt securities issued.

 
GBP 
EUR 
USD 
AUD 
Other 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
Public
           
  - MTNs
— 
1,808 
2,181 
1,096 
— 
5,085 
  - covered bonds
— 
5,001 
— 
— 
— 
5,001 
  - securitisations
478 
1,478 
2,850 
— 
— 
4,806 
Private
2,872 
3,856 
3,183 
302 
2,701 
12,914 
 
3,350 
12,143 
8,214 
1,398 
2,701 
27,806 
             
% of total
12 
44 
29 
10 
100 
             
2010
           
Public
           
  - MTNs
1,260 
3,969 
5,131 
1,236 
1,291 
12,887 
  - covered bonds
— 
3,999 
— 
— 
— 
3,999 
  - securitisations
663 
1,629 
1,750 
— 
— 
4,042 
Private
2,184 
10,041 
2,879 
174 
2,172 
17,450 
 
4,107 
19,638 
9,760 
1,410 
3,463 
38,378 
             
% of total
11 
51 
25 
100 
             
2009
           
Public
           
  - MTNs
7,267 
4,795 
10,940 
3,173 
1,874 
28,049 
Private
4,932 
9,773 
9,668 
2,738 
3,243 
30,354 
 
12,199 
14,568 
20,608 
5,911 
5,117 
58,403 
             
% of total
21 
25 
35 
10 
100 


Key points
·   
In line with the Group’s plan to diversify its funding mix, issuances were spread across G10 currencies and maturity bands, including £5.7 billion of public issuance with an original maturity of greater than 10 years.
 
·   
The Group has issued approximately £2.8 billion since year end, including a £1 billion public covered bond issuance and a US$1.2 billion securitisation.



Secured funding
The Group has access to secured funding markets through own-asset securitisation and covered bond funding programmes to complement existing wholesale funding programmes and access to the repo markets. The Group monitors and manages encumbrance levels related to these secured funding programmes. This includes the potential encumbrance of Group assets that could be used in own - asset securitisations and/or covered bonds that could be used as contingent liquidity.

For information on the Group’s own-asset securitisations, covered bond programme and securities repurchase agreements, refer to Note 30 on the consolidated accounts on pages 355 and 356.

Liquidity management
Liquidity risk management requires ongoing assessment and calibration of: how the various sources of the Group’s liquidity risk interact with each other; market dynamics; and regulatory developments to determine the overall size of the Group’s liquid asset buffer. In addition to the size determination, the composition of the buffer is also important. The composition is reviewed on a continuous basis in order to ensure that the Group holds an appropriate portfolio of high quality assets that can provide a cushion against market disruption and dislocation, even in the most extreme stress circumstances.

 
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Business review Risk and balance sheet management continued
 
 
Balance sheet management: Liquidity and funding risk continued
Liquidity portfolio
The table below shows the composition of the Group’s liquidity portfolio (at estimated liquidity value). All assets within the liquidity portfolio are unencumbered.

 
2011
2010 
2009 
 
Average 
£m 
Period end  
£m 
Period end  
£m 
Period end  
£m 
Cash and balances at central banks
74,711 
69,932 
53,661 
51,500 
Treasury bills
5,937 
— 
14,529 
30,010 
Central and local government bonds (1)
       
- AAA rated governments and US agencies
37,947 
29,632 
41,435 
30,140 
- AA- to AA+ rated governments (2)
3,074 
14,102 
3,744 
2,011 
- governments rated below AA
925 
955 
1,029 
1,630 
- local government
4,779 
4,302 
5,672 
5,706 
 
46,725 
48,991 
51,880 
39,487 
Other assets (3)
       
- AAA rated
21,973 
25,202 
17,836 
20,246 
- below AAA rated and other high quality assets
12,102 
11,205 
16,693 
29,418 
 
34,075 
36,407 
34,529 
49,664 
Total liquidity portfolio
161,448 
155,330 
154,599 
170,661 

Notes:
(1)
Includes FSA eligible government bonds of £36.7 billion at 31 December 2011 (2010 - £34.7 billion; 2009 - £19.9 billion).
(2)
Includes AAA rated US government guaranteed and US government sponsored agencies. The US government was downgraded from AAA to AA+ by S&P on 5 August 2011, although not by Moody’s or Fitch. These securities are reflected here.
(3)
Includes assets eligible for discounting at central banks.



Key point
·   
In view of the continuing uncertain market conditions , the liquidity portfolio was maintained above the Group’s target level of £150 billion at £155.3 billion , with an average balance in 2011 of £161.4 billion . In anticipation of challenging market conditions, the composition was altered to become more liquid and conservative, as cash and balances at central banks rose to 45% of the total portfolio at 31 December 2011, from 35% at 31 December 2010.

Liquidity and funding metrics
The Group continues to improve and augment liquidity and funding risk management practices , in light of market experience and emerging regulatory and industry standards. The Group monitors a range of liquidity and funding indicators. These metrics encompass short and long-term liquidity requirements under stress and normal operating conditions. Two key structural ratios are described below.

Loan to deposit ratio and funding gap
The table below shows the Group’s loan:deposit ratio and customer funding gap, including disposal groups.

 
Loan:deposit ratio
 
Customer 
 funding gap  
Group 
£bn 
 
Group 
Core 
 
2011
108 
94 
 
37 
2010
118  
96 
 
77  
2009
132 
103 
 
137 


Note:
(1)
Loans are net of provisions, excluding repos. For Group before RFS MI only for 2009.


Key points
·   
The Group’s loan:deposit ratio improved 1,000 basis points to 108% during 2011, as loans declined and deposits grew.
 
·   
The customer funding gap almost halved with Non-Core contributing £27 billion of the £40 billion reduction.


 
80

 
Business review Risk and balance sheet management continued
 
 
Net stable funding ratio*
The table below shows the Group’s net stable funding ratio (NSFR) , estimated by applying the Basel III guidance issued in December 2010, which represents a non-GAAP measure as described on page 2. The Group is aiming to meet the minimum required NSFR of 100% over the longer term. This measure seeks to show the proportion of structural term assets which are funded by stable funding , including customer deposits, long-term wholesale funding and equity. One of the main components of the ratio entails categorising retail and SME deposits as either ‘more stable’ or ‘less stable’. The Group’s NSFR will also continue to be refined over time in line with regulatory developments. It may be calculated on a basis that is not consistent with that used by other financial institutions.

 
2011
 
2010
 
2009
   
   
ASF(1) 
   
ASF(1) 
   
ASF(1) 
 
Weighting 
 
£bn 
£bn 
 
£bn 
£bn 
 
£bn 
£bn 
 
Equity
76 
76 
 
77  
77  
 
80 
80 
 
100 
Wholesale funding > 1 year
124 
124 
 
154 
154 
 
144 
144 
 
100 
Wholesale funding < 1 year
134 
— 
 
157 
— 
 
250  
— 
 
— 
Derivatives
524 
— 
 
424 
— 
 
422 
— 
 
— 
Repurchase agreements
129 
— 
 
115 
— 
 
106 
— 
 
— 
Deposits
                   
  - Retail and SME - more stable
227 
204 
 
172 
155 
 
166 
149 
 
9
  - Retail and SME - less stable
31 
25 
 
51 
41 
 
50 
40 
 
8
  - Other
179 
89 
 
206 
103  
 
199 
99 
 
50 
Other (2)
83 
— 
 
98 
— 
 
105  
— 
 
— 
Total liabilities and equity
1,507 
518 
 
1,454  
530  
 
1,522 
512 
   
                     
Cash
79 
— 
 
57 
— 
 
52 
— 
 
— 
Inter - bank lending
44 
— 
 
58 
— 
 
49 
— 
 
— 
Debt securities > 1 year
                   
  - central and local governments AAA to AA-
77 
 
89 
 
84 
 
  - other eligible bonds
73 
15 
 
75 
15 
 
87 
17 
 
20 
  - other bonds
14 
14 
 
10 
10 
 
 
100 
Debt securities < 1 year
45 
— 
 
43 
— 
 
69 
— 
 
— 
Derivatives
530 
— 
 
427 
— 
 
438 
— 
 
— 
Reverse repurchase agreements
101 
— 
 
95 
— 
 
76 
— 
 
— 
Customer loans and advances > 1 year
                   
  - residential mortgages
145 
94 
 
145 
94 
 
137 
89 
 
65 
  - other
173 
173 
 
211 
211  
 
241 
241 
 
100 
Customer loans and advances < 1 year
                   
  - retail loans
19 
16 
 
22 
19 
 
24 
20 
 
85 
  - other
137 
69 
 
125 
63 
 
153 
77 
 
50 
Other (3)
70 
70 
 
97  
97  
 
103 
103 
 
100 
Total assets
1,507 
455 
 
1,454 
513  
 
1,522 
560 
   
Undrawn commitments
240 
12 
 
267 
13 
 
289 
14 
 
Total assets and undrawn commitments
1,747 
467 
 
1,721  
526  
 
1,811 
574 
   
                     
Net stable funding ratio
 
111% 
   
101% 
   
89% 
   

Notes:
(1)
Available stable funding.
(2)
Deferred tax, insurance liabilities and other liabilities .
(3)
Prepayments, accrued income, deferred tax and other assets.

Key points*
·   
The NSFR increased by 10% in the year to 111% , with the funding cushion over term assets and undrawn commitments increasing from £4 billion to £51 billion.

·   
Available stable funding decreased by £12 billion in the year as a result of a £30 billion reduction in long-term wholesale funding, including the move into short-term of approximately £20 billion of balances under the CGS. This was offset by a £19 billion increase in qualifying deposit balances, including classification of certain deposits as more stable, as some assumptions and methodologies were refined.

·   
Term assets decreased in the year by £38 billion primarily reflecting Non-Core disposals and run-offs. The decrease in other assets is primarily due to the closure of certain equities businesses in Global Banking & Markets and other asset movements.

* unaudited

 
81

 
Business review Risk and balance sheet management continued
 
 
Balance sheet management: Liquidity and funding risk   continued
Special purpose entities
The Group arranges securitisations to facilitate client transactions and undertakes securitisations to sell financial assets or to fund specific portfolios of assets. The Group also acts as an underwriter and depositor in securitisation transactions involving both client and proprietary transactions. In a securitisation, assets, or interests in a pool of assets, are transferred generally to a special purpose entity (SPE) which then issues liabilities to third party investors. SPEs are vehicles established for a specific, limited purpose, usually do not carry out a business or trade and typically have no employees. They take a variety of legal forms - trusts, partnerships and companies - and fulfil many different functions. As well as being a key element of securitisations, SPEs are also used in fund management activities to segregate custodial duties from the fund management advice provided by the Group.

The Group applies the guidance in IAS 27 ‘Consolidated and Separate Financial Statements’ and SIC 12 ‘Consolidation - Special Purpose Entities’ in determining whether or not to consolidate an SPE. SPEs are consolidated where the substance of the relationship between the Group and the SPE is such that the SPE is controlled by the Group. In determining whether the SPE is controlled by the Group, the Group considers whether the activities of the SPE are being conducted on its behalf so that it obtains benefits from its operation; whether the Group has the decision-making powers to obtain the majority of the benefits of the SPE’s activities; whether the Group has rights to obtain the majority of the benefits of the SPE; and whether the Group retains the majority of the residual or ownership risks related to the SPE or its assets so as to obtain benefits from its activities. As a result of applying these principles, the Group does not consolidate those SPEs where its interests in the SPE do not provide the Group with a majority of the benefits and/or residual or ownership risks and therefore the SPE is not controlled by the Group. SPEs that are in substance controlled by the Group are consolidated. The Group accounts for its interests, for example, holdings of securities issued and liquidity commitments, in SPEs it does not consolidate in accordance with its accounting policy for these items.

The Group sponsors and arranges own-asset securitisations, whereby the sale of assets or interests in a pool of assets into an SPE is financed by the issuance of securities to investors. The pool of assets held by the SPE may be originated by the Group, or (in the case of whole loan programmes) purchased from third parties, and may be of varying credit quality. Investors in the debt securities issued by the SPE are rewarded through credit-linked returns, according to the credit rating of their securities. The majority of securitisations are supported through liquidity facilities, other credit enhancements and derivative hedges extended by financial institutions, some of which offer protection against initial defaults in the pool of assets. Thereafter, losses are absorbed by investors in the lowest ranking notes in the priority of payments. Investors in the most senior ranking debt securities are typically shielded from loss, since any subsequent losses may trigger repayment of their initial principal.

The Group also employs synthetic structures, where assets are not sold to the SPE, but credit derivatives are used to transfer the credit risk of the assets to an SPE. Securities may then be issued by the SPE to investors, on the back of the credit protection sold to the Group by the SPE.

Residential and commercial mortgages and credit card receivables form the types of assets generally included in cash securitisations, while corporate loans and commercial mortgages typically serve as reference obligations in synthetic securitisations.

The Group sponsors own-asset securitisations primarily as a way of diversifying funding sources. The Group purchases the securities issued in own - asset securitisations and may pledge as collateral for repurchase agreements with major central banks .

Refer to Note 30 on the consolidated accounts on page 355 for the asset categories , together with the carrying value of the assets and associated liabilities for those securitisations and other asset transfers, other than conduits (refer to page 83), where the assets continue to be recorded on the Group's balance sheet .



 
82

 
Business review Risk and balance sheet management continued
 
 
Conduits
The Group sponsors and administers a number of asset-backed commercial paper (ABCP) conduits. A conduit is a SPE that issues commercial paper and uses the proceeds to purchase or fund a pool of assets. The commercial paper is secured on the assets and is redeemed by further commercial paper issuance, repayment of assets or funding from liquidity facilities. Commercial paper is typically short-dated, usually up to three months.

Group-sponsored conduits can be divided into multi-seller conduits and own-asset conduits. In determining whether or not to consolidate a conduit the Group applies the same criteria as to SPEs. Liquidity commitments from the Group to the conduit exceed the nominal amount of assets funded by the conduit as liquidity commitments are sized to cover the funding cost of the related assets.

The ways the Group may be involved with conduits and other special purpose entities are described on page 82.

The Group’s involvement in conduits takes a number of forms. It may:

·   
Sponsor an ABCP programme i . e . establish the programme and approve the sellers permitted to participate in the programme and the asset pools to be purchased by the programme;

·   
Administer an ABCP programme;

·   
Provide the ABCP conduit with liquidity facilities;

·   
Provide the ABCP conduit with a programme-wide credit enhancement facility; or

·   
Purchase commercial paper from an ABCP conduit.

Total assets and other aspects relating to the Group’s conduits are set out below.


 
2011
 
2010
 
2009
 
Core  
£m  
Non-Core  
£m  
Total  
£m  
 
Core  
£m  
Non - Core  
£m  
Total 
£m  
 
Core  
£m  
Non - Core  
£m  
Total 
£m  
Total assets held by the conduits
11,208 
1,893 
13,101 
 
16,390 
3,624 
20,014 
 
23,409 
3,957 
27,366  
Commercial paper issued (1)
10,590 
859 
11,449 
 
15,522 
2,540 
18,062 
 
22,644 
2,939 
25,583  
                       
Liquidity and credit enhancements
                     
Deal specific liquidity
                     
  - drawn
321 
1,051 
1,372 
 
868 
1,109 
1,977 
 
738 
1,059 
1,797  
  - undrawn
15,324 
1,144 
16,468 
 
21,935 
2,980 
24,915 
 
28,628 
3,852 
32,480  
PWCE (2)
795 
193 
988 
 
1,025 
257 
1,282 
 
1,167 
341 
1,508  
 
16,440 
2,388 
18,828 
 
23,828 
4,346 
28,174 
 
30,533 
5,252 
35,785  
                       
Maximum exposure to loss (3)
15,646 
2,194 
17,840 
 
22,803 
4,089 
26,892 
 
29,365 
4,911 
34,276  

Notes:
(1)
Includes £0.3 billion of ABCP issued to RBS plc at 31 December 2011 (2010 - £0.7 billion).
(2)
Programme-wide credit enhancement (PWCE) is an additional programme-wide credit support which would absorb first loss on transactions where liquidity support is provided by a third party.
(3)
Maximum exposure to loss quantifies the Group’s exposure to its sponsored conduits. It is determined as the Group’s liquidity commitment to its sponsored conduits and additional PWCE which would absorb first loss on transactions where liquidity support is provided by third parties. Historically, PWCE has been greater than third party liquidity. Therefore the maximum exposure to loss is total deal specific liquidity.
(4)
Liquidity commitments from the Group to the conduit exceed the nominal amount of assets funded by the conduit given that liquidity commitments are sized to cover the accrued funding cost of the related assets.

Key points
·   
During 2011, both multi-seller and own - asset conduit assets decreased, as deals terminated and Non-Core assets were sold. The total assets held by Group-sponsored conduits were £13.1 billion at 31 December 2011 (2010 - £20.0 billion; 2009 - £27.4 billion).

·   
The average maturity of ABCP issued by the Group’s conduits at 31 December 2011 was 42.6 days (2010 - 69.4 days; 2009 - 58.4 days).

·   
The maturity of the commercial paper issued by the Group’s conduits is managed to mitigate the short-term contingent liquidity risk of providing back-up facilities. The Group’s limits sanctioned for such liquidity facilities in 2011 totalled approximately £16.8 billion for multi-seller conduits (2010 - £22.6 billion; 2009 - £25.0 billion).

·   
The weighted average life of the funded assets was 1.9 years at 31 December 2011 (2010 - 2.3 years; 2009 - 1.9 years).
 
·   
The Group’s maximum exposure to loss on its multi-seller conduits is £16.7 billion (2010 - £22.8 billion; 2009 - £25.2 billion), being the total amount of the Group’s liquidity commitments plus the extent of the programme-wide credit enhancement of conduit assets for which facilities were not provided by third parties.

·   
The Group holds a single own-asset conduit, which has assets funded by the Group. The Group’s maximum exposure to loss on own-asset conduits was £1.1 billion in 2011 (2010 - £4.1 billion; 2009 - £9.1 billion), with no ABCP outstanding at that date (2010 - £2.2 billion; 2009 - £7.7 billion) .

·   
Multi-seller conduits accounted for 93% of the total liquidity and credit enhancements committed by the Group at 31 December 2011 (2010 - 84%; 2009 - 73%). The Group’s multi-seller conduits have continued to fund the vast majority of their assets solely through ABCP issuance.

 
83

 
Business review Risk and balance sheet management continued
 

Balance sheet management: Liquidity and funding risk continued
Conduits continued
The Group has not utilised its own-asset conduit with a committed liquidity of £26 billion (2010 - £26 billion) to access the Bank of England’s open market operations for contingent funding purposes. This conduit is not included above, or in the tables on pages 84 and 85.

Collateral analysis, profile, credit ratings and weighted average lives relating to the Group’s consolidated conduits are detailed below.

 
Funded assets
Undrawn  
commitments  
to fund assets 
Liquidity 
from third 
parties 
Total 
exposure 
 
Loans 
Securities 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
Auto loans
3,663  
390  
4,053  
2,241  
— 
6,294  
Corporate loans
146  
72  
218  
16  
— 
234  
Credit card receivables
865  
— 
865  
699  
— 
1,564  
Trade receivables
1,136  
126  
1,262  
649  
— 
1,911  
Student loans
488  
— 
488  
352  
— 
840  
Consumer loans
1,362  
— 
1,362  
101  
— 
1,463  
Mortgages
           
  - prime
2,239  
— 
2,239  
308  
— 
2,547  
  - non-conforming
727 
— 
727 
34 
— 
761 
  - commercial
21  
489  
510  
— 
518  
Other
760  
617  
1,377  
331 
— 
1,708 
 
11,407  
1,694  
13,101  
4,739 
— 
17,840 
             
2010
           
Auto loans
4,943 
346 
5,289 
2,964 
— 
8,253 
Corporate loans
115 
2,340 
2,455 
106 
— 
2,561 
Credit card receivables
2,088 
— 
2,088 
1,209 
— 
3,297 
Trade receivables
761 
— 
761 
1,090 
— 
1,851 
Student loans
757 
— 
757 
532 
(132)
1,157 
Consumer loans
1,889 
— 
1,889 
111 
— 
2,000 
Mortgages
           
  - prime
2,569 
2,572 
752 
— 
3,324 
  - non-conforming
1,371 
— 
1,371 
20 
— 
1,391 
  - sub-prime
103 
— 
103 
19 
— 
122 
  - commercial
210 
450 
660 
76 
(21)
715 
Other
1,072 
997 
2,069 
(1)
(10)
2,058  
 
15,878 
4,136 
20,014 
6,878  
(163)
26,729  

2009
           
Auto loans
4,293 
356 
4,649 
2,526 
— 
7,175 
Corporate loans
106 
7,695 
7,801 
161 
— 
7,962 
Credit card receivables
4,083 
— 
4,083 
1,058 
— 
5,141 
Trade receivables
806 
— 
806 
1,351 
— 
2,157 
Student loans
915 
— 
915 
263 
(132)
1,046 
Consumer loans
1,686 
— 
1,686 
222 
— 
1,908 
Mortgages
           
  - prime
2,739 
2,742 
750 
— 
3,492 
  - non-conforming
1,548 
— 
1,548 
193 
— 
1,741 
  - commercial
413 
458 
871 
155 
(22)
1,004 
Other
872 
1,393 
2,265 
232 
(12)
2,485 
 
17,461 
9,905 
27,366 
6,911 
(166)
34,111 


 
84

 
Business review Risk and balance sheet management continued
 
 
Conduits continued
 
CP funded assets
     
Credit ratings (S&P equivalent)
 
UK
 
Europe
US
RoW
Total
 
AAA
AA
A
BBB
Below
BBB
2011
£m
£m
£m
£m
£m
 
£m
£m
£m
£m
£m
Auto loans
518
1,145
2,141
249
4,053
 
3,323
683
40
7
Corporate loans
160
58
218
 
9
94
27
88
Credit card receivables
865
865
 
774
91
Trade receivables
567
695
1,262
 
449
343
426
44
Student loans
488
488
 
488
Consumer loans
716
646
1,362
 
1 , 362
Mortgages
                     
  - prime
182
2,057
2,239
 
1 , 446
737
39
17
  - non-conforming
667
60
727
 
157
265
287
18
  - commercial
489
21
510
 
2
5
498
5
Other
124
201
531
521
1,377
 
363
42
402
180
390
 
2,696
2,133
5,424
2,848
13,101
 
7 , 011
2 , 169
3 , 172
359
390
                       
2010
                     
Auto loans
429
962
3,434
464
5,289
 
4,827
354
101
7
Corporate loans
22
1,513
709
211
2,455
 
2,166
161
128
Credit card receivables
144
1,944
2,088
 
1,912
125
51
Trade receivables
261
500
761
 
265
353
95
48
Student loans
116
641
757
 
641
116
Consumer loans
766
462
661
1,889
 
16
1,873
Mortgages
                   
  - prime
161
2,411
2,572
 
1,043
1,476
32
21
  - non-conforming
712
659
1,371
 
782
273
316
  - sub-prime
103
103
 
68
35
  - commercial
627
33
660
 
16
5
635
4
Other
447
455
353
814
2,069
 
95
52
1,242
680
 
3,527
4,312
8,242
3,933
20,014
 
11,763
2,983
4,422
846
                       

2009
                     
Auto loans
476
982
2,621
570
4,649
 
2,965
1,547
137
Corporate loans
312
5,213
1,411
865
7,801
 
7,584
111
106
Credit card receivables
177
3,823
83
4,083
 
2,781
759
420
123
Trade receivables
334
438
34
806
 
446
266
60
34
Student loans
117
798
915
 
798
117
Consumer loans
733
800
153
1,686
 
68
50
1,553
15
Mortgages
                     
  - prime
138
2,604
2,742
 
949
1,746
28
3
16
  - non-conforming
599
949
1,548
 
1,070
379
99
  - commercial
641
194
36
871
 
25
3
840
3
Other
121
670
298
1,176
2,265
 
170
249
950
896
 
3,314
9,142
9,542
5,368
27,366
 
16,856
5,227
4,193
1,071
19


 
85

 
Business review Risk and balance sheet management continued
 

Balance sheet management: Liquidity and funding risk continued
Assets and liabilities by contractual cash flow maturity
The tables below show the contractual undiscounted cash flows receivable and payable , up to a period of twenty years , including future receipts and payments of interest of on-balance sheet assets by contractual maturity. The balances in the table below do not agree directly with the consolidated balance sheet, as the table includes all cash flows relating to principal and future coupon payments , presented on an undiscounted basis. The tables have been prepared on the following basis:

The contractual maturity of on - balance sheet assets and liabilities highlights the maturity transformation which underpins the role of banks to lend long-term , but to fund themselves predominantly by short-term liabilities such as customer deposits. This is achieved through the diversified funding franchise of the Group across an extensive retail, wealth and SME customer base, and across a wide geographic network. In practice, the behavioural profiles of many assets and liabilities exhibit greater stability and longer maturity than the contractual maturity.

Financial assets have been reflected in the time band of the latest date on which they could be repaid, unless earlier repayment can be demanded by the Group. Financial liabilities are included at the earliest date on which the counterparty can require repayment , regardless of whether or not such early repayment results in a penalty. If the repayment of a financial instrument is triggered by, or is subject to, specific criteria such as market price hurdles being reached, the asset is included in the time band that contains the latest date on which it can be repaid , regardless of early repayment. The liability is included in the time band that contains the earliest possible date on which the conditions could be fulfilled , without considering the probability of the conditions being met.

For example, if a structured note is automatically prepaid when an equity index exceeds a certain level, the cash outflow will be included in the less than three months period , whatever the level of the index at the year end. The settlement date of debt securities in issue, issued by certain securitisation vehicles consolidated by the Group, depends on when cash flows are received from the securitised assets. Where these assets are prepayable, the timing of the cash outflow relating to securities assumes that each asset will be prepaid at the earliest possible date. As the repayments of assets and liabilities are linked, the repayment of assets in securitisations is shown on the earliest date that the asset can be prepaid , as this is the basis used for liabilities.

The principal amounts of financial assets and liabilities that are repayable after twenty years or where the counterparty has no right to repayment of the principal are excluded from the table, as are interest payments after twenty years.

 
0-3 months 
3-12 months 
1-3 years 
3-5 years 
5-10 years 
10-20 years 
2011
£m 
£m 
£m 
£m 
£m 
£m 
Assets by contractual maturity
           
Cash and balances at central banks
79,269 
— 
— 
— 
— 
—  
Loans and advances to banks
26,326  
1,294  
544  
121  
114  
—  
Debt securities
7,237  
9,569  
23,137  
21,003  
39 , 148 
15 , 869 
Settlement balances
7,759  
8  
— 
1  
— 
—  
Other financial assets
397 
158  
— 
16  
738 
—  
Total maturing assets
120,988 
11,029 
23,681  
21,141  
40,000 
15 , 869 
Loans and advances to customers
97,318  
90,894  
108,331  
55,785  
62,085  
56,259  
Derivatives held for hedging
519  
1,556  
3,438  
1,695  
596  
138  
 
218,825 
103,479 
135,450  
78,621  
102,681 
72 , 266 
             
Liabilities by contractual maturity
           
Deposits by banks
39,139  
5,104  
5,513  
461  
1,121  
364  
Debt securities in issue
66,253  
15,756  
25,099 
17,627 
18,833  
4,190  
Subordinated liabilities
133  
1,116  
4,392  
7,872  
8,654  
3,488  
Settlement balances and other liabilities
9,015  
37  
36  
62  
16  
15  
Total maturing liabilities
114,540  
22,013  
35,040 
26,022 
28,624  
8,057  
Customer accounts
379,692  
23,068  
12,643 
5,389 
1,483  
779  
Derivatives held for hedging
525 
788 
1,981 
1,186 
1,101 
821 
 
494,757 
45,869 
49,664 
32,597 
31,208 
9,657 
             
Maturity gap
6,448 
(10,984)
(11,359)
(4,881)
11,376 
7 , 812 
Cumulative maturity gap
6,448 
(4,536)
(15,895)
(20,776)
(9,400)
(1,588)
             
Guarantees and commitments notional amount
           
Guarantees (1)
24,886 
— 
— 
— 
— 
— 
Commitments (2)
239,963 
— 
— 
— 
— 
— 

For notes relating to this table refer to page 88.

 
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Business review Risk and balance sheet management continued
 
 
Assets and liabilities by contractual cash flow maturity continued  
 
0-3 months 
3-12 months 
1-3 years 
3-5 years 
5-10 years 
10-20 years 
2010
£m 
£m  
£m 
£m 
£m 
£m 
Assets by contractual maturity
           
Cash and balances at central banks
56,988 
— 
— 
— 
25 
Loans and advances to banks
33,809 
1,377 
711 
120 
193 
79 
Debt securities
11,247 
9,816 
25,059 
22,400 
40,600 
22,128 
Settlement balances
11,334 
231 
— 
— 
41 
— 
Other financial assets
458 
221 
207 
15 
405 
— 
Total maturing assets
113,836 
11,645 
25,977 
22,536 
41,239 
22,232 
Loans and advances to customers
112,465 
86,592 
120,139 
69,304 
78,131 
63,015 
Derivatives held for hedging
530 
1,588 
2,612 
638 
210 
101 
 
226,831 
99,825 
148,728 
92,478 
119,580 
85,348 
             
Liabilities by contractual maturity
           
Deposits by banks
43,396 
4,417 
1,243 
304 
651 
374 
Debt securities in issue
89,583 
43,032 
31,862 
22,569 
24,209 
6,697 
Subordinated liabilities
2,485 
2,611 
6,570 
8,691 
8,672 
4,607 
Settlement balances and other liabilities
12,423 
59 
136 
177 
385 
25 
Total maturing liabilities
147,887 
50,119 
39,811 
31,741 
33,917 
11,703 
Customer accounts
402,457 
18,580 
8,360 
4,651 
4,393 
2,384 
Derivatives held for hedging
608 
936 
2,103 
969 
681 
253 
 
550,952 
69,635 
50,274 
37,361 
38,991 
14,340 
             
Maturity gap
(34,051)
(38,474)
(13,834)
(9,205)
7,322 
10,529 
Cumulative maturity gap
(34,051)
(72,525)
(86,359)
(95,564)
(88,242)
(77,713)
             
Guarantees and commitments notional amount
           
Guarantees (1)
31,026 
— 
— 
— 
— 
— 
Commitments (2)
266,822 
— 
— 
— 
— 
— 

For notes relating to this table refer to page 88.

 
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Business review Risk and balance sheet management continued
 

Balance sheet management: Liquidity and funding risk   continued
Assets and liabilities by contractual cash flow maturity continued

 
0-3 months 
3-12 months 
1-3 years 
3-5 years 
5-10 years 
10-20 years 
2009
£m 
£m 
£m 
£m 
£m 
£m 
Assets by contractual maturity
           
Cash and balances at central banks
52,239 
— 
— 
25 
— 
Loans and advances to banks
42,615 
1,757 
966 
282 
868 
71 
Debt securities
17,581 
14,484 
29,675 
26,788 
52,104 
30,335 
Settlement balances
12,020 
— 
Other financial assets
265 
215 
402 
127 
421 
— 
Total maturing assets
124,720 
16,462 
31,044 
27,198 
53,426 
30,407 
Loans and advances to customers
126,238 
65,946 
130,323 
101,984 
180,595 
202,809 
Derivatives held for hedging
488 
1,547 
3,049 
1,076 
751 
10 
 
251,446 
83,955 
164,416 
130,258 
234,772 
233,226 
             
Liabilities by contractual maturity
           
Deposits by banks
65,966 
15,541 
3,934 
2,301 
632 
12 
Debt securities in issue
100,220 
49,300 
56,869 
25,915 
27,326 
3,819 
Subordinated liabilities
1,929 
1,892 
3,654 
4,963 
20,157 
6,105 
Settlement balances and other liabilities
12,048 
100 
139 
104 
239 
83 
Total maturing liabilities
180,163 
66,833 
64,596 
33,283 
48,354 
10,019 
Customer accounts
521,400 
15,619 
5,944 
4,221 
8,490 
4,392 
Derivatives held for hedging
660 
1,566 
3,232 
1,264 
1,674 
1,508 
 
702,223 
84,018 
73,772 
38,768 
58,518 
15,919 
             
Maturity gap
(55,443)
(50,371)
(33,552)
(6,085)
5,072 
20,388 
Cumulative maturity gap
(55,443)
(105,814)
(139,366)
(145,451)
(140,379)
(119,991)
             
Guarantees and commitments notional amount
           
Guarantees (1)
39,952 
— 
— 
— 
— 
— 
Commitments (2)
291,634 
— 
— 
— 
— 
— 

Notes:
(1)
The Group is only called upon to satisfy a guarantee when the guaranteed party fails to meet its obligations. The Group expects most guarantees it provides to expire unused.
(2)
The Group has given commitments to provide funds to customers under undrawn formal facilities, credit lines and other commitments to lend subject to certain conditions being met by the counterparty. The Group does not expect all facilities to be drawn, and some may lapse before drawdown.


Held-for-trading assets of £763 billion and liabilities of £708 billion (2010 - £665 billion assets, £586 billion liabilities; 2009 - £651 billion assets, £568 billion liabilities) have been excluded from the table in view of their short - term nature.



 
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Business review Risk and balance sheet management continued
 

Interest rate risk
The banking book consists of interest bearing assets, liabilities and derivative instruments used to mitigate risks which are accounted for on an accrual basis, as well as non-interest bearing balance sheet items , which are not subjected to fair value accounting.

The Group provides financial products to satisfy a variety of customer requirements. Loans and deposits are designed to meet customer objectives with regard to repricing frequency, tenor, index, prepayment, optionality and other features. When aggregated , they form portfolios of assets and liabilities with varying degrees of sensitivity to changes in market rates.

However, mismatches in these sensitivities give rise to net interest income (NII) volatility as interest rates rise and fall. For example, a bank with a floating rate loan portfolio and largely fixed rate deposits will see its NII rise as interest rates rise and fall as rates decline. Due to the long - term nature of many banking book portfolios, varied interest rate repricing characteristics and maturities, it is likely the NII will vary from period to period , even if interest rates remain the same. New business volumes originated in any period will alter the interest rate sensitivity of a bank if the resulting portfolio differs from portfolios originated in prior periods.

The Group assesses interest rate risk in the banking book (IRRBB) using a set of standards to define, measure and report the market risk. It is the Group’s policy to minimise interest rate sensitivity in banking book portfolios and where interest rate risk is retained , to ensure that appropriate measures and limits are applied. Key measures used to evaluate IRRBB are subjected to approval of divisional Asset and Liability Management Committees (ALCOs) and the Group Asset and Liability Management Committee (GALCO).

Limits on IRRBB are proposed by the Group Treasurer for approval by the Executive Risk Forum annually.

The Group uses a variety of approaches to quantify its interest rate risk. IRRBB is measured using a version of the same value-at-risk (VaR) methodology that is used for the Group’s trading portfolios. Net interest income exposures are measured in terms of sensitivity over time to movements in interest rates. Additionally, Citizens measures the sensitivity of the market value of equity to changes in forward interest rates.

With the exception of Citizens and GBM , divisions are required to manage IRRBB through internal transactions with Group Treasury , to the greatest extent possible. Residual risks in divisions must be measured and reported as described below.

Group Treasury aggregates exposures arising from its own external activities and positions transferred to it from divisions. Where appropriate, Group Treasury nets off - setting risk exposures to determine a residual exposure to interest rate movements. Hedging transactions using cash and derivative instruments are executed to manage IRRBB exposures, within the GALCO approved VaR limits.

Citizens and GBM manage their own IRRBB exposures within approved limits to satisfy their business objectives.

IRRBB VaR for the Group’s retail and commercial banking activities at a 99% a confidence level was as follows:


 
Average 
Period end 
Maximum 
Minimum 
 
£m 
£m 
£m 
£m 
2011
63 
51 
80 
44 
2010
58 
96 
96 
30 
2009
86 
101 
123 
53 

A breakdown of the Group’s IRRBB VaR by currency is shown below.

Currency
2011  
£m 
2010  
£m 
2009  
£m 
Euro
26 
33 
32 
Sterling
57 
79 
111 
US dollar
61 
121 
42 
Other
10 


Key points
·   
Interest rate exposure at 31 December 2011 was considerably lower than at 31 December 2010 but average exposure was 9% higher in 2011 than in 2010.
 
·   
The reduction in US dollar VaR reflects, in part, changes in holding period assumptions following changes in Non-Core assets. *





* unaudited

 
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Business review Risk and balance sheet management continued
 
 
Balance sheet management: Interest rate risk continued
Sensitivity of net interest income*
The Group seeks to mitigate the effect of prospective interest rate movements, which could reduce future net interest income (NII) in the Group’s businesses, whilst balancing the cost of such activities on the current net revenue stream. Hedging activities also consider the impact on market value sensitivity under stress.



The following table shows the sensitivity of NII, over the next twelve months , to an immediate upward or downward change of 100 basis points to all interest rates. In addition , the table includes the impact of a gradual 400 basis point steepening and a gradual 300 basis point flattening of the yield curve at tenors greater than a year. This scenario differs from that applied in the previous year in both the severity of the rate shift and the tenors to which this is applied.


Potential favourable/(adverse) impact on NII
2011 
£m 
2010  
£m 
2009  
£m 
+ 100 basis points shift in yield curves
244 
232 
510 
– 100 basis points shift in yield curves
(183)
(352)
(687)
Bear steepener
443 
   
Bull flattener
(146)
   


Key points*
·   
The Group’s interest rate exposure remains slightly asset sensitive, driven in part by changes to underlying business assumptions as rates rise. The impact of the steepening and flattening scenarios is largely driven by the investment of net free reserves.
 
·   
The reported sensitivity will vary over time due to a number of factors such as market conditions and strategic changes to the balance sheet mix and should not therefore be considered predictive of future performance.




* unaudited

 
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Business review Risk and balance sheet management continued
 
 
Structural foreign currency exposures
Structural foreign exchange exposures represent net investment in subsidiaries, associates and branches, the functional currencies of which are currencies other than sterling. The Group hedges structural foreign currency exposures only in limited circumstances. The Group’s objective is to ensure, where practical, that its consolidated capital ratios are largely protected from the effect of changes in exchange rates. The Group seeks to limit the sensitivity to its Core Tier 1 ratio to 20 basis points in a 10% rate shock scenario. The Group’s structural foreign currency position is reviewed by GALCO regularly.

The table below shows the Group’s structural foreign currency exposures.
 
Net 
assets of 
overseas 
operations 
RFS 
MI  
Net 
 investments 
 in foreign 
 operations 
Net 
 investment 
 hedges 
Structural 
 foreign 
 currency 
 exposures 
pre-economic 
hedges 
Economic 
 hedges (1)
Residual 
 structural 
 foreign 
 currency 
 exposures 
2011
£m 
£m 
£m 
£m 
£m 
£m  
£m  
US dollar
17,570  
1
17,569  
(2,049)
15,520  
(4,071)
11,449  
Euro
8,428  
(3)
8,431  
(621)
7,810  
(2,236)
5,574  
Other non-sterling
5,224  
272  
4,952  
(4,100)
852  
— 
852  
 
31,222  
270  
30,952  
(6,770)
24,182  
(6,307)
17,875 
               
2010
             
US dollar
17,137 
17,135 
(1,820)
15,315 
(4,058)
11,257 
Euro
8,443 
33 
8,410 
(578)
7,832 
(2,305)
5,527 
Other non-sterling
5,320 
244 
5,076 
(4,135)
941 
— 
941 
 
30,900 
279 
30,621 
(6,533)
24,088 
(6,363)
17,725 
               
2009
             
US dollar
15,589 
(2)
15,591 
(3,846)
11,745 
(5,696)
6,049 
Euro
21,900 
13,938 
7,962 
(2,351)
5,611 
(3,522)
2,089 
Other non-sterling
5,706 
511 
5,195 
(4,001)
1,194 
— 
1,194 
 
43,195 
14,447 
28,748 
(10,198)
18,550 
(9,218)
9,332 

Note:
(1)
The economic hedges represent US dollar and euro preference shares in issue that are treated as equity under IFRS, and do not qualify as hedges for accounting purposes.

Key points
·   
The Group’s structural foreign currency exposure at 31 December 2011 was £24.2 billion and £17.9 billion before and after economic hedges respectively, broadly unchanged from the end of 2010 position.

·   
Changes in foreign currency exchange rates will affect equity in proportion to structural foreign currency exposure. A 5% strengthening in foreign currencies against sterling would result in a gain of £1.27 billion (2010 - £1.27 billion; 2009 - £0.98 billion) in equity, while a 5% weakening would result in a loss of £1.15 billion (2010 - £1.15 billion; 2009 - £0.88 billion) in equity.

Equity risk
The Group holds equity positions in the banking book in order to achieve strategic objectives, such as membership of an exchange or clearing house, or to support venture capital transactions or customer restructuring arrangements. The Group is exposed to market risk on these banking book equity positions because they are measured at fair value. Fair values are based on available market prices where possible. In the event that market prices are not available, fair value is based on appropriate valuation techniques or management estimates.

The table below sets out the Group’s banking book equity positions.
 
Listed
Unlisted
Total
2011
£m
£m
£m
Group
576
1,768
2,344
       
2010
     
Group
535
2,080
2,615
       
2009
     
Group before RFS Holdings minority interest
401
2,388
2,789
RFS Holdings minority interest
60
211
271
Group
461
2,599
3,060

Note:
(1)
The table above excludes equity exposures held-for-trading and those held by insurance/assurance entities.
 
 
 
 
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Business review Risk and balance sheet management continued
 
Risk management
Introduction
This section focuses on each of the key types of risk that RBS Group faces - explaining how the Group manages these risks and highlighting the enhancements made as a result of progress under the Group’s ongoing initiatives to strengthen its approach to risk management.

Credit risk
All the disclosures in this section (pages 92 to 118) are audited unless otherwise indicated by an asterisk (*).

Credit risk is the risk of financial loss owing to the failure of a customer to meet its obligation to settle outstanding amounts. The quantum and nature of credit risk assumed across the Group’s different businesses vary considerably, while the overall credit risk outcome usually exhibits a high degree of correlation with the macroeconomic environment.

Organisation
The existence of a strong credit risk management function is vital to support the ongoing profitability of the Group. The potential for loss through economic cycles is mitigated through the embedding of a robust credit risk culture within the business units and through a focus on the importance of sustainable lending practices. The role of the credit risk management function is to own the credit approval, concentration and credit risk control frameworks and to act as the ultimate authority for the approval of credit. This, together with strong independent oversight and challenge, enables the business to maintain a sound lending environment within risk appetite.

Responsibility for development of Group-wide policies, credit risk frameworks, Group-wide portfolio management and assessment of provision adequacy, sits within the Group Credit Risk (GCR) function under the management of the Group Chief Credit Officer. Execution of these policies and frameworks is the responsibility of the risk management functions, located within the Group’s business divisions. These divisional credit risk functions work together with GCR to ensure that the Group Board’s expressed risk appetite is met, within a clearly defined and managed control environment. The credit risk function within each division is managed by a Chief Credit Officer, who reports jointly to a divisional Chief Risk Officer and to the Group Chief Credit Officer. Divisional activities within credit risk include credit approval, transaction and portfolio analysis, early problem recognition and ongoing credit risk stewardship.

GCR is additionally responsible for verifying compliance by the divisions with all Group credit policies.

In the final quarter of 2011, the Executive Risk Forum (ERF) approved a change to the management of the credit portfolio, delegating greater authority to the Group Chief Credit Officer as chair of the functional credit committees that analyse and recommend the limits to the ERF. With effect from October 2011, the Group Chief Credit Officer chairs a single Credit Risk Committee , with the authority to approve limits for the majority of portfolios across the Group. The ERF retains its strategic role as the most senior risk committee outside the Group Board and will continue to approve material portfolio concentrations and higher risk portfolios such as commercial real estate. This change strengthens individual accountability across the risk organisation and encourages the engagement of business leaders in first line of defence risk activity.

Risk appetite
Credit concentration risk is managed and controlled through a series of frameworks designed to limit concentration by product/asset class, sector, single name and country. These are supported by a suite of Group-wide and divisional policies, setting out the risk parameters within which business units may operate. Information on the Group’s credit portfolios is reported to the Group Board by way of the divisional and Group-level risk committees.

Throughout 2011, GCR’s emphasis was on embedding the new risk management frameworks introduced in 2009 and 2010 and on ensuring alignment with the strategic risk objectives being pursued across the Group. Risk appetite has been expressed by the Group Board by reference to earnings volatility and stable capital and these principles underpin the frameworks that GCR has established, and is continuing to refine, to manage the Group’s concentration risks in the Core balance sheet, by product/asset class, sector, single name and country .

In the two years since the new concentration framework was rolled out across the Group, the ERF has reviewed all material industry and product portfolios and agreed a risk appetite commensurate with the franchises represented in these reviews. In particular, limits have been reviewed and re-sized , to refine the Group’s risk appetite in areas where it faces significant balance sheet concentrations or franchise challenges. The product/asset class, sector, single name and country limits are now firmly embedded in the risk management processes of the Group and form a pivotal part of the Risk function’s engagement with the businesses on the appropriateness of risk appetite choices.

The new sector and asset class limits have been informed by the work undertaken to stress the portfolios and historical loss experience . In addition, they factor in the future consequences for risk and return in asset classes likely to be affected by the introduction of new regulatory capital rules under Basel III.

 
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Business review Risk and balance sheet management continued
 
Product/asset class concentration framework
·
Retail - a formal framework establishes Group-level statements and thresholds that are cascaded through all retail franchises in the Group and to granular business lines. These include measures that relate both to aggregate portfolios and to asset quality at origination , which are tracked frequently to ensure consistency with Group standards and appetite. This appetite setting and tracking then informs the processes and parameters employed in origination activities , which require a large volume of small-scale credit decisions, particularly those involving an application for a new product or a change in facilities on an existing product. The majority of these decisions are based upon automated strategies utilising credit and behaviour scoring techniques. Scores and strategies are typically segmented by product, brand and other significant drivers of credit risk. These data driven strategies utilise a wide range of credit information relating to a customer including , where appropriate, information across customer holdings. A small number of credit decisions are subject to additional manual underwriting by authorised approvers in specialist units. These include higher - value , more complex , small business and personal unsecured transactions and some residential mortgage applications.

·
Wholesale - formal policies, specialised tools and expertise, tailored monitoring and reporting and , in certain cases , specific limits and thresholds are deployed to address certain lines of business across the Group, where the nature of credit risk incurred could represent a concentration or a specific/heightened risk in some other form. For example, in response to volatile conditions in the syndicated loan, fixed income and equities markets during 2011, the Group engaged in only selective underwriting activity in these markets. In addition to the limit structures the Group has in place to manage its overall exposure to underwriting activity, market-linked controls were introduced in the loan underwriting book in 2011 , to align the risk profile more closely to asset price movements. Those portfolios identified as potentially representing a concentration or heightened risk are subject to formal governance, including periodic review, at either Group or divisional level, depending on materiality.

Sector concentration framework
Across wholesale portfolios, exposures are assigned to, and reviewed in the context of, a defined set of industry sectors. Through this sector framework, appetite and portfolio strategies are agreed and set at aggregate and more granular levels where exposures have the potential to represent excessive concentration or where trends in both external factors and internal portfolio performance give cause for concern. Formal periodic reviews are undertaken at Group or divisional level depending on materiality . These may include an assessment of the Group’s franchise in a particular sector, an analysis of the outlook (including downside outcomes), identification of key vulnerabilities and stress/scenario tests. Specific reporting on trends in sector risk and on status versus agreed appetite and portfolio strategies is provided to senior management and to the Group Board.

As a result of the reviews carried out in 2011, the Group has reduced its risk appetite in the higher-risk sectors of leisure, media, commercial real estate, construction, automotive, and airlines and aerospace.
 
In response to the severe budgetary cuts mandated by the UK Government in 2010, the UK and Northern Ireland teams conducted a full review of the likely impact of the austerity measures on their corporate and retail lending portfolios. Areas of specific focus , such as local authority lending, where budgetary pressures will be hard felt, and portfolios exposed to discretionary consumer spend , such as the retail and leisure industries, were stressed using downside assumptions on further house price deterioration and higher unemployment. The output of these activities was reviewed by the Executive Risk Forum and actions agreed in the event that these scenarios threaten to materialise.

The impact of the eurozone crisis has been felt most significantly in the financial institutions sector, where widening credit spreads and regulatory demand for increases in Tier 1 capital have exacerbated the risk management challenges already posed by the sector’s continued weakness, as provisions and write-downs remain elevated. A material percentage of global banking activity in risk mitigation now passes through the balance sheets of the top global players, increasing the systemic risks to the sector. The Group’s exposures to these banks continue to be closely managed. The increased use of central clearing houses to reduce counterparty credit risk, including settlement risk , among the larger banks is a welcome move but one that will bring its own challenges. The weaker banks in the eurozone have also been the subject of heightened scrutiny and the Group’s risk appetite for these banks was adjusted continuously throughout 2011.

Single name concentration framework*
Within wholesale portfolios, much of the activity undertaken by the credit risk function is organised around the assessment, approval and management of the credit risk associated with a borrower or group of related borrowers.

A formal single name concentration framework addresses the risk of outsized exposure to a borrower or borrower group. The framework includes specific and elevated approval requirements , additional reporting and monitoring , and the requirement to develop plans to address and reduce excess exposures over an appropriate timeframe.

Credit approval authority is discharged by way of a framework of individual delegated authorities , which requires at least two individuals to approve each credit decision , one from the business and one from the credit risk management function. Both parties must hold sufficient delegated authority under the Group-wide authority grid. Whilst both parties are accountable for the quality of each decision taken, the credit risk management approver holds ultimate sanctioning authority. The level of authority granted to individuals is dependent on their experience and expertise , with only a small number of senior executives holding the highest authority provided under the framework. Daily monitoring of individual counterparty limits is undertaken.

At a minimum, credit relationships are reviewed and re-approved annually. The renewal process addresses: borrower performance, including reconfirmation or adjustment of risk parameter estimates; the adequacy of security; and compliance with terms and conditions. For certain counterparties , early warning indicators are also in place to detect deteriorating trends in limit utilisation or account performance, and to prompt additional oversight .
 
* unaudited
 
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Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Risk appetite continued
Since 2009, the Group has been managing its corporate exposures to reduce concentrations and align its appetite for future business to the Group’s broader strategies for its large corporate franchises. In the last quarter of 2011, the Group announced further refinements to the single name exposure management controls already in place, which brings them more closely in line with market best practice and which allows the Group to differentiate more consistently between the different risk types. These changes are expected to be implemented during the first quarter of 2012. The Group is continually reviewing its single name concentration framework to ensure that it remains appropriate for current economic conditions and in line with improvements in the Group’s risk measurement models.

Reducing the risk arising from concentrations to single names remains a key focus of management attention. Continued progress was made in 2011 and credit exposures in excess of single name concentration limits were reduced by over 15% during the year. The challenges posed by continued market illiquidity and the impact of negative credit migration caused by the current economic environment are expected to continue throughout 2012.

Country
For information on how the Group manages credit risk by country, refer to the Country risk section on page 166.

Controls and assurance*
A strong independent assurance function is an important element of a sound control environment. During 2011, the Group took the decision to strengthen its credit quality assurance (CQA) activities and moved all divisional CQA resources under the centralised management of Group Credit Risk. The benefits of this action are already apparent in greater consistency of standards and cross utilisation of resources. Reviews planned for 2012 will benefit from the availability of subject matter experts across all material products and classes and an improved ability to track control breaches and strengthen processes.

Work began in the second half of 2011 on a major revision of the Group’s key credit policies. This will ensure that the Group’s control environment is appropriately aligned to the risk appetite that the Group Board has approved and provide a sound basis for the Group’s independent audit and assurance activities across the credit risk function. The work is expected to be concluded by the end of the second quarter of 2012.

The Group Credit Risk function launched an assurance process to provide the Group Chief Credit Officer with additional evidence of the effectiveness of the controls in place across the Group to manage risk. The results of these reviews will be provided to the Executive Risk Forum and to the Board Risk Committee on a regular basis in support of the self-certification that Group Credit Risk is obliged to complete under the Group Policy Framework (refer to Operational risk on page 194 to 197) .

Problem debt management
The Group’s procedures for managing problem debts differ between wholesale and retail customers, as discussed below.

Wholesale customers
The controls and processes for managing wholesale problem debts are embedded within the divisions’ credit approval frameworks and form an essential part of the ongoing credit assessment of customers. Any necessary approvals will be required in accordance with the delegated authority grid governing the extension of credit.

Early problem recognition
Each division has established Early Warning Indicators (EWIs) designed to identify those performing exposures that require close attention due to financial stress or heightened operational issues. Such identification may also take place as part of the annual review cycle. EWIs vary from division to division and comprise both internal parameters (e.g. account level information) and external parameters (e.g. the share price of publicly listed customers).

Customers identified through either the EWIs or annual review are reviewed by portfolio management and/or credit officers within the division, who determine whether or not the customer’s circumstances warrant placing the exposure on the Watchlist process (detailed below).

Watchlist process*
There are three Watchlist ratings - amber, red and black - reflecting progressively deteriorating conditions. Watchlist Amber loans are performing loans where the counterparty or sector shows early signs of potential stress or has other characteristics such that they warrant closer monitoring. Watchlist Red loans are performing loans where indications of the borrower’s declining creditworthiness are such that the exposure requires active management , usually by the Global Restructuring Group (GRG). Watchlist Black loans comprise risk elements in lending and potential problem loans.

Once on the Watchlist process, customers come under heightened scrutiny. The relationship strategy is reassessed by a forum of experienced credit, portfolio management and remedial management professionals within the division. In accordance with Group-wide policies, a number of mandatory actions will be taken, including a review of the customer’s credit grade and facility security documentation. Other appropriate corrective action is taken when circumstances emerge that may affect the customer’s ability to service its debt. Such circumstances include deteriorating trading performance, an imminent breach of covenant, challenging macroeconomic conditions, a late payment or the expectation of a missed payment .

For all Watchlist Red cases, the division is required to consult with the GRG on whether the relationship should be transferred to the GRG (see more on the GRG below). Relationships managed by the divisions tend to be with companies operating in niche sectors such as airlines or products such as securitisation special purpose vehicles. The divisions may also manage those exposures when subject matter expertise is available in the divisions rather than within the GRG.
 
* unaudited

 
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Business review Risk and balance sheet management continued
 
 
Watchlist process * continued

At 31 December 2011, exposure to customers reported as Watchlist Red and managed within the divisions totalled £4.9 billion.
 
Strategies that are available within divisions include granting the customer various types of concessions. Any decision to approve a concession will be a function of the division’s specific country and sector appetite, the key credit metrics of the customer, the market environment and the loan structure/security. Only those concessions deemed to be outside current market norms are reported as restructurings in the discussions below.

Other potential outcomes of the review of the relationship are to: take the customer off Watchlist and return it to the mainstream loan book; offer further lending and maintain ongoing review; transfer the relationship to the GRG for those customers requiring such stewardship; or exit the relationship altogether.
 
Global Restructuring Group
In cases where the Group’s exposure to the customer exceeds £1 million, the relationship may be transferred to the GRG following consultation with the originating division. The GRG’s primary function is active management of the exposures to minimise loss for the Group and where feasible return the exposure to the Group’s mainstream loan book following an assessment by the GRG that no further losses are expected .

At 31 December 2011, credit risk assets relating to exposures under GRG management (excluding those placed under GRG stewardship for operational reasons rather than concerns over credit quality and those in the AQ10 internal asset quality (AQ) band) totalled £22 billion. Credit risk assets are defined on page 102. The internal asset quality bands are defined on page 103 .


The following table shows a sector breakdown of these exposures:

Watchlist Red credit risk assets under GRG management
Core
£m
Non-Core
£m
Total
£m
2011
     
Property
6,561
6,011
12,572
Transport
1,159
2,252
3,411
Retail and leisure
1,528
669
2,197
Services
808
141
949
Other
1,952
916
2,868
Total
12,008
9,989
21,997

Types of wholesale restructurings
A number of options are available to the Group when corrective action is deemed necessary. The Group may offer a temporary covenant waiver, a recalibration of covenants and/or an amendment of restrictive covenants to mitigate a potential or actual covenant breach. Such relief is usually granted in exchange for fees, increased margin, additional security, or a reduction in maturity profile of the original loan. Such covenant-related concessions are not included in the quantitative loan restructuring disclosures below.

The reported restructurings comprise the following types of concessions:

·
Variation in margin - the contractual margin may be amended to bolster the customer’s day-to-day liquidity, with the aim of helping to sustain the customer’s business as a going concern. This would normally be seen as a short-term solution and is typically accompanied by the Group receiving an exit payment, a payment in kind or a deferred fee.

·
Payment holidays and loan rescheduling -   payment holidays or changes to the contracted amortisation profile including extensions in contracted maturity or roll-overs may be granted to improve the customer’s liquidity. Such concessions often depend on the expectation that the customer’s liquidity will recover when market conditions improve or will benefit from access to alternative sources of liquidity, e.g. an issue of equity capital. Recently, these types of concessions have become more common in commercial real estate transactions , particularly where a shortage of market liquidity rules out immediate refinancing and makes short-term forced collateral sales unattractive .

·
Forgiveness of all or part of the outstanding debt - debt may be forgiven or exchanged for equity in cases where a fundamental shift in the customer’s business or economic environment means that the customer is incapable of servicing current debt obligations and other forms of restructuring are unlikely to succeed in isolation. Debt forgiveness is often an element in leveraged finance transactions , which are typically structured on the basis of projected cash flows from operational activities, rather than underlying tangible asset values. Provided that the underlying business model and strategy are considered viable, maintaining the business as a going concern with a sustainable level of debt is the preferred option , rather than realising the value of the underlying assets.

The vast majority of the restructurings reported by the Group take place within the GRG. Forgiveness of debt and exchange for equity is only available to customers in the GRG.
 
* unaudited
 
 
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Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Problem debt management   continued
The wholesale restructured loan data presented in the tables below include only those arrangements that achieved legal completion during 2011 and that individually exceed respective thresholds set at divisional level, which range from nil to £10 million. This population captures approximately 71% of that proportion of the wholesale portfolio that is either on Watchlist or under GRG stewardship. Within this population, restructurings amounting to £8.6 billion achieved legal completion during 2011. A further £14.7 billion was in the process of being completed at year end (these loans are not included in the tables below). Of the loans that were subject to restructuring during 2011 by the divisions, 82% remained in the performing book at 31 December 2011. Of those restructured within the GRG during the year, 17% had been returned to satisfactory by year end.

The asset quality of the restructured loans, the sectors affected and provision coverage are as follows:

Wholesale restructurings by sector
AQ1-AQ9 (1)
£m 
 
AQ10 (2)
£m 
AQ10 (2)
provision  
coverage  
 %  
2011
       
Property
1,980 
 
2,600 
18 
Transport
686 
 
694 
11 
Non-bank financial institutions
228 
 
420 
65 
Retail and leisure
503 
 
148 
24 
Other
1,078 
 
251 
28 
Total
4,475 
 
4,113 
22 
 
Notes:
(1)
Probability of default less than 100%.
(2)
Probability of default is 100%.

The incidence of the main types of restructuring is analysed below:

Wholesale restructurings by type of arrangement
Loans by value  
2011
 
Variation in margin
12 
Payment holidays and loan rescheduling
87 
Forgiveness of all or part of the outstanding debt
31 
Other

Note:
(1)
The total above exceeds 100% as an individual case can involve more than one type of arrangement.

Provisioning for impaired loans
Any one of the above types of restructuring may result in the value of the outstanding debt exceeding the present value of the estimated future cash flows from the restructured loan resulting in the recognition of an impairment loss. Restructurings that include forgiveness of all or part of the outstanding debt account for the majority of such cases.

The customer’s financial position, anticipated prospects and the likely effect of the restructuring , including any concessions granted , are considered in order to establish whether an impairment provision is required.

Provisions on exposures greater than £1 million are individually assessed by the GRG. Exposures smaller than £1 million are deemed not to be individually significant and are assessed collectively by the originating division.

In the case of non-performing loans that are restructured, the loan impairment provision assessment (based on management’s best estimate of the incurred loss) almost invariably takes place prior to the restructuring. The quantum of the loan impairment provision may change once the terms of the restructuring are known, resulting in an additional provision charge or a release of the provision in the period the restructuring takes place.

Refer to Impairment loss provision methodology on pages 160 and 161 .
 
 
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Business review Risk and balance sheet management continued
 
 
Recoveries and active insolvency management
The ultimate outcome of a restructuring strategy is unknown at the time of execution. It is highly dependent on the cooperation of the borrower and the continued existence of a viable business. The following are generally considered to be options of last resort:

·
Enforcement of security or otherwise taking control of assets - where the Group holds collateral or other security interest and is entitled to enforce its rights, it may take ownership or control of the assets. The Group’s preferred strategy is to consider other possible options prior to exercising these rights.

·
Insolvency - where there is no suitable restructuring option or the business is no longer regarded as sustainable, insolvency will be considered. Insolvency may be the only option that ensures that the assets of the business are properly and efficiently distributed to relevant creditors.

Retail customers
Early problem recognition and collections
There are collections functions in each of the retail businesses. Their role is to provide support and assistance to customers who are experiencing difficulties in meeting their financial obligations to the Group. Evidence of such difficulties includes, for example, a missed payment on their loan, or a balance that is in excess of the agreed credit limit. Additionally, in UK Retail and Ulster Bank, a dedicated support team aims to identify and help customers who may be facing financial difficulty but who are current with their payments.

Within collections, a range of tools is deployed to initiate contact with the customer, establish the cause of their financial difficulty and , where possible, return the customer to a satisfactory position using, where appropriate, forbearance strategies. If these strategies are unsuccessful, the customer is transferred to the recoveries team.

Recoveries
The goal of the recoveries function is to collect the total amount outstanding and reduce the loss to the Group by maximising the level of cash recovery whilst treating customers fairly. A range of treatment options are available within recoveries , including litigation procedures for secured assets. In UK Retail and Ulster Bank, no repossession procedures are initiated until at least six months following the emergence of arrears. Additionally, certain forbearance options are made available to customers within recoveries.

Forbearance
Within the Group’s retail businesses, forbearance generally occurs when the business, for reasons relating to the actual or potential financial stress of a borrower, grants a permanent or temporary concession to that borrower. Forbearance is granted following an assessment of the customer’s ability to pay. It is granted principally to customers with mortgages. Granting of forbearance to unsecured customers is less extensive.

Identification of forbearance
Mortgages are identified for forbearance treatment following initial contact from the customer, in the event of payment arrears or when the customer is transferred to collections or recoveries.

Types of retail forbearance
A number of forbearance options are utilised by the Group’s retail businesses. These include, but are not limited to, reduced repayments, payment holidays, capitalisations of arrears, term extensions and conversions to interest only. Within UK Retail, interest only conversions are generally made available only to those customers who are current on payments and have a defined repayment source.

The principal types of forbearance granted in RBS Citizens’ mortgage portfolio are the US government mandated HAMP (Home Affordable Modification Program) and Citizens’ proprietary modification programme. Both programmes typically feature a combination of term extensions, capitalisations of arrears, temporary interest rate reductions and conversions from interest only to amortising. These tend to be permanent changes to contractual terms. Borrowers seeking a modification must meet government specified qualifications for HAMP and internal qualifications for Citizens’ modification programme. Both are designed to evidence that the borrower is in financial difficulty as well as demonstrating willingness to pay.

For those loans classified as non-performing, the Group’s objective in granting forbearance is to minimise the loss on these accounts and wherever possible, return the customer to the performing book. For those loans that are performing, the aim is to enable the customers to continue to service the loan.

The mortgage forbearance population is reviewed regularly to ensure that customers are meeting the agreed terms of the arrangement. Key metrics have been developed to record the proportion of customers who fail to meet the agreed terms over time as well as the proportion of customers who return to a performing state with no arrears.

 
97

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Problem debt management   continued
The mortgage arrears information for retail accounts in forbearance and related provision arrangements are shown in the table below:
 
 
No missed payments
 
1-3 months in arrears
 
>3 months in arrears
 
Total
Arrears status and provisions
Balance  
£m  
Provision 
£m  
 
Balance  
£m  
Provision 
£m  
 
Balance  
£m  
Provision 
£m  
 
Balance  
£m  
Provision 
£m  
Accounts 
forborne 
£m  
2011
                       
UK Retail (1,2)
3,677 
16  
 
351  
13  
 
407  
59  
 
4,435 
88 
4.7 
                         
                         
Ulster Bank (1,2)
893 
78 
 
516 
45 
 
421 
124 
 
1,830 
247 
9.1 
Citizens
— 
— 
 
91 
10 
 
89 
10 
 
180 
20 
0.8 
Wealth
121 
— 
 
— 
— 
 
— 
 
123 
— 
1.3 
Total
4,691 
94 
 
958 
68 
 
919 
193 
 
6,568 
355 
4.4 

Notes:
(1)
Includes all forbearance arrangements regardless of whether or not the customer is experiencing financial difficulty.
(2)
Comprises the current stock position of forbearance deals agreed since January 2008 for UK Retail and since July 2008 for Ulster Bank.
(3)
Refer to page 113 for details of the proportion of UK Retail and Citizens mortgage loans that have missed three or more payments, compared to the forbearance population above.

The incidence of the main types of retail forbearance on the balance sheet as at 31 December 2011 is analysed below . For a small proportion of mortgages, more than one forbearance type applies.
 
Forbearance arrangements
UK Retail   (1)
£m  
Ulster Bank (1)
£m  
Citizens  
£m  
Wealth 
£m  
Total (2)
£m  
2011
         
Interest only conversions
1,269  
795 
— 
2,067 
Term extensions - capital repayment and interest only
1,805  
58 
— 
97 
1,960 
Payment concessions/holidays
198 
876 
180 
— 
1,254 
Capitalisation of arrears
864  
101 
— 
— 
965 
Other
517 
— 
— 
23 
540 
Total
4,653  
1,830 
180 
123 
6,786 

Notes:
(1)
Comprises the current stock position of forbearance deals agreed since January 2008 for UK Retail and since July 2008 for Ulster Bank.
(2)
As an individual case can include more than one type of arrangement, the analysis in the table above can exceed the total forbearance.

For unsecured portfolios in UK Retail, 1.1% of the total unsecured population was subject to forbearance at 31 December 2011 and comprises either debt consolidation loans provided to customers subject to collections activity who do not meet the Group’s standard underwriting criteria or repayment arrangements where the customer's overdraft limit is increased to accommodate account excesses and/or loan arrears. Additionally, support is provided to customers experiencing financial difficulties through ‛breathing space initiatives’ on all unsecured products, including credit cards, whereby a 30-day period is given to allow customers to establish a debt repayment plan. During this time, the Group suspends collection activity and a further extension of 30 days can be granted if progress is made and discussions are continuing. Arrears continue to accrue for customer loans benefiting from breathing space.

Within Citizens, granting of forbearance is significantly less extensive for non real estate portfolios, as it is predominantly restricted to the granting of short-term (1-3 months) loan extensions to customers to alleviate the financial burden caused by temporary hardship. Such extensions are offered only if a customer has demonstrated a capacity and willingness to pay following the extension term. The number and frequency of extensions are limited per customer. Additionally, in the case of loans secured by vehicles and credit cards, Citizens may offer temporary interest rate modifications but no principal reduction. For loans secured by vehicles, this is now restricted to three-month interest rate modifications. For credit cards, customers may be offered short-term (6-12 months) or longer-term (up to 60 months) interest rate modifications. Citizens may also provide forbearance to student loan borrowers consistent with the policy guidelines of the US Office of the Comptroller of the Currency.
 
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Business review Risk and balance sheet management continued
 

Provisioning for retail customers
Within UK Retail and Ulster Bank, provisions are assessed in accordance with the Group’s provisioning policies (refer to Impairment loss provision methodology on pages 160 and 161). For the non-performing population, a collective assessment is made . Within the performing book, latent loss provisions are held for those losses that are incurred but not yet identified.

The majority of mortgage accounts subject to forbearance in these divisions remain in the performing book but are identified and monitored separately from other performing accounts. They are subject to higher provisioning rates than the remainder of the performing book (currently approximately five times higher in UK Retail and approximately eight times higher in Ulster Bank). These rates are reviewed quarterly in UK Retail and monthly in Ulster Bank. Once forbearance is granted, the account continues to be assessed separately for latent provisioning for 24 months (UK Retail only) or until the forbearance period expires. After that point, the account is no longer separately identified for latent provisioning.

Non-performing mortgage accounts that have been granted forbearance carry the same provision rate as non-forborne accounts.

In Citizens, the amount of recorded impairment depends upon whether the loan is collateral dependent. If the loan is considered collateral dependent, the excess of the loan’s carrying amount over the fair value of the collateral is the impairment amount. If the loan is not deemed collateral dependent, the excess of the loan’s carrying amount over the present value of expected future cash flows is the impairment amount.

Credit risk mitigation
Introduction*
The Group employs a number of structures and techniques to mitigate credit risk. Netting of debtor and creditor balances is undertaken in accordance with relevant regulatory and internal policies. Exposure on over-the-counter derivative and secured financing transactions is further mitigated by the exchange of financial collateral and the use of market standard documentation. Further mitigation may be undertaken in a range of transactions, from retail mortgage lending to large wholesale financing. This can include: structuring a security interest in a physical or financial asset; use of credit derivatives, including credit default swaps, credit-linked debt instruments and securitisation structures; and use of guarantees and similar instruments (for example, credit insurance) from related and third parties. Such techniques are used in the management of credit portfolios, typically to mitigate credit concentrations in relation to an individual obligor, a borrower group or a collection of related borrowers.

The use and approach to credit risk mitigation varies by product type, customer and business strategy. Minimum standards applied across the Group cover:

·
The suitability of qualifying credit risk mitigation types and any conditions or restrictions applicable to those mitigants;

·
The means by which legal certainty is to be established, including required documentation and all necessary steps required to establish legal rights;

·
Acceptable methodologies for initial and any subsequent valuations of collateral and the frequency with which collateral is to be revalued and the use of collateral haircuts;

·
Actions to be taken in the event that the value of mitigation falls below required levels;

·
Management of the risk of correlation between changes in the credit risk of the customer and the value of credit risk mitigation;

·
Management of concentration risks, for example, by setting thresholds and controls on the acceptability of credit risk mitigants and on lines of business that are characterised by a specific collateral type or structure; and

·
Collateral management to ensure that credit risk mitigation remains legally effective and enforceable.

Collateral and other credit enhancements received
Within its secured portfolios, the Group has recourse to various types of collateral and other credit enhancements to mitigate credit risk and reduce the loss to the Group arising from the failure of a customer to meet its obligations . These include: cash deposits; charges over residential and commercial property, debt securities and equity shares; and third-party guarantees. The existence of collateral may affect the pricing of a facility and its regulatory capital requirement. When a collateralised financial asset becomes impaired, the impairment charge directly reflects the realisable value of collateral and any other credit enhancements.
 
* unaudited

 
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Business review Risk and balance sheet management continued
 


Risk management: Credit risk continued
Credit risk mitigation   continued
Corporate exposures
The type of collateral taken by the Group’s commercial and corporate businesses and the manner in which it is taken will vary according to the activity and assets of the customer .

·
Physical assets - these include business assets such as stock, plant and machinery, vehicles, ships and aircraft. In general, physical assets qualify as collateral only if they can be unambiguously identified, located or traced, and segregated from uncharged assets. Assets are valued on a number of bases according to the type of security that is granted.

·
Real estate - the Group takes collateral in the form of real estate, which includes residential and commercial properties. The loan amount will typically exceed the market value of the collateral at origination date. The market value is defined as the estimated amount for which the asset could be sold in an arms length transaction by a willing seller to a willing buyer.

·
Receivables - when taking a charge over receivables, the Group assesses their nature and quality and the borrower’s management and collection processes. The value of the receivables offered as collateral will typically be adjusted to exclude receivables that are past their due dates.
 
The security charges may be floating or fixed , with the type of security likely to impact (i) the credit decision; and (ii) the potential loss upon default. In the case of a general charge such as a mortgage debenture, balance sheet information may be used as a proxy for market value if the information is deemed reliable.

The Group does not recognise certain asset classes as collateral: for example, short leasehold property and equity shares of the borrowing company. Collateral whose value is correlated to that of the obligor is assessed on a case-by-case basis and, where necessary, over-collateralisation may be required.

The Group uses industry-standard loan and security documentation wherever possible. Non standard documentation is typically prepared by external lawyers on a case-by-case basis. The Group’s business and credit teams are supported by in-house specialist documentation teams.

The existence of collateral has an impact on provisioning. Where the Group no longer expects to recover the principal and interest due on a loan in full or in accordance with the original terms and conditions, it is assessed for impairment. If exposures are secured, the current net realisable value of the collateral will be taken into account when assessing the need for a provision. No impairment provision is recognised in cases where all amounts due are expected to be settled in full on realisation of the security.
 
 
2011
 
2010
Corporate risk elements in lending and potential problem loans
  (excluding commercial real estate)
Loans 
£m 
Provisions 
£m 
 
Loans 
£m 
Provisions 
£m 
Secured
7,782 
3,369 
 
6,526 
2,564 
Unsecured
2,712 
1,836 
 
2,769 
1,762 

Commercial real estate
The table below analyses commercial real estate lending by loan-to-value (LTV). Due to market conditions in Ireland and to a lesser extent in the UK, there is a shortage of market based data. In the absence of external valuations, the Group deploys a range of alternative approaches including internal expert judgement and indexation.

 
Ulster Bank
 
Rest of the Group
 
Group
LTVs
AQ1-AQ9
£m
AQ10
£m
 
AQ1-AQ9
£m
AQ10
£m
 
AQ1-AQ9
£m
AQ10
£m
2011
               
<= 50%
81
28
 
7,091
332
 
7,172
360
> 50% and <= 70%
642
121
 
14,105
984
 
14,747
1,105
> 70% and <= 90%
788
293
 
10,042
1,191
 
10,830
1,484
> 90% and <= 100%
541
483
 
2,616
1,679
 
3,157
2,162
> 100% and <= 110%
261
322
 
1,524
1,928
 
1,785
2,250
> 110% and <= 130%
893
1,143
 
698
1,039
 
1,591
2,182
> 130%
1,468
10,004
 
672
2,994
 
2,140
12,998
Total with LTVs
4,674
12,394
 
36,748
10,147
 
41,422
22,541
Other (1)
7
38
 
8,994
1,844
 
9,001
1,882
Total
4,681
12,432
 
45,742
11,991
 
50,423
24,423
                 
Total portfolio average LTV (2)
140%
259%
 
69%
129%
 
77%
201%

Notes:
(1)
Other performing loans of £9.0 billion include unsecured lending to commercial real estate clients, such as major UK homebuilders. The credit quality of these exposures is consistent with that of the performing portfolio overall. Other non-performing loans of £1.9 billion are subject to the Group’s standard provisioning policies.
(2)
Weighted average by exposure.

 
100

 
Business review Risk and balance sheet management continued
 

Wholesale market exposures
As set out in the table below, the Group receives collateral for reverse repurchase transactions and for derivatives, typically in the form of cash, quoted debt securities or equities. The risks inherent in both types of transaction are further mitigated through master bilateral netting arrangements. Industry standard documentation such as master repurchase agreements and credit support annexes accompanied by legal opinion , is used for financial collateral taken as part of trading activities.
 
 
2011  
£bn  
2010  
£bn 
2009  
£bn  
Reverse repurchase agreements
100.9 
95.1  
76.1  
Securities received as collateral (1)
(98.9)
(94.3)
(74.0)
       
Derivative assets gross exposure
529.6 
427.1  
441.5  
Counterparty netting
(441.6)
(330.4)
(358.9)
Cash collateral held
(37.2)
(31.1)
(33.7)
Securities received as collateral
(5.3)
(2.9)
(3.6)

Note:
(1)
In accordance with normal market practice, at 31 December 2011 £95.4 billion (2010 - £93.5 billion; 2009 - £73.0 billion) had been resold or re-pledged as collateral for the Group’s own transactions.

Retail exposures
Within the Group’s retail book, mortgage and home equity lending portfolios are secured by residential property. The Group’s portfolio of US automobile loans is secured by motor cars or other vehicles. Student loans and credit card lending are all unsecured. The vast majority of personal loans are also unsecured.

All borrowing applications, whether secured or not, are subject to appropriate credit risk underwriting processes including affordability assessment. Pricing is typically higher on unsecured than secured loans. For secured loans, pricing will typically vary by LTV. Higher LTV products are typically subject to higher interest rates commensurate with the associated risk.

The value of a property intended to secure a mortgage is assessed during the loan underwriting process using industry-standard methodologies. Property values supporting home equity lending reflect either an individual appraisal or valuations generated by statistically valid automated valuation models. Property values are updated each quarter using the relevant house price index (the Halifax Quarterly Regional House Price Index in the UK, the Case-Shiller Home Value Index in the US, and the Central Statistics Office Residential Property Price Index and the Nationwide House Price Index in Ireland).

For automobile lending in the US, new vehicles are valued at cost and used vehicles at the average trade-in value. At 31 December 2011 this portfolio amounted to £4.8 billion (2010 - £5.1 billion; 2009 - £5.7 billion), all of which was fully secured and predominantly (over 99%) in the performing book.

The existence of collateral has an impact on provisioning levels. Once a secured loan is classified as non-performing, the realisable value of the underlying collateral and the costs associated with repossession are used to estimate the   provision required.

Residential mortgages
The table below shows period end LTVs for the Group’s residential mortgage portfolio split between performing and non-performing and calculated on a value basis. Loan balances are as at the end of the year whereas property values are calculated using the appropriate index at 30 September 2011 .
 
 
2011
 
2010
 
2009
Residential mortgages by average LTV
Performing
£m
Non - performing
£m
 
Performing
£m
Non-performing
£m
 
Performing
£m
Non-performing
£m
<= 70%
60,799
1,137
 
59,598
1,036
 
55,920
791
> 70% and <= 90%
42,923
1,022
 
41,964
906
 
38,807
697
> 90% and <= 110%
17,856
990
 
20,104
951
 
23,853
754
> 110% and <= 130%
5,809
573
 
7,211
622
 
8,604
507
> 130% (1)
6,684
1,188
 
3,793
507
 
3,059
269
Total
134,071
4,910
 
132,670
4,022
 
130,243
3,018
                 
Total portfolio average LTV (by value)
73.2%
101.4%
 
72.4%
91.7%
 
73.5%
90.1%
 
Note:
(1)
83% of residential mortgages with LTV > 130% are within Ulster Bank due to the continued challenging economic environment in Ireland.


 
101

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Credit risk measurement*
Credit risk models are used throughout the Group to support the quantitative risk assessment element within the credit approval process, ongoing credit risk management, monitoring and reporting and portfolio analytics. Credit risk models used by the Group may be divided into three categories, as follows.

Probability of default/customer credit grade
These models assess the probability that a customer will fail to make full and timely repayment of its obligations. The probability of a customer failing to do so is measured over a one year period through the economic cycle, although certain retail scorecards use longer periods for business management purposes.

Wholesale businesses - as part of the credit assessment process, each counterparty is assigned an internal credit grade derived from a default probability. There are a number of different credit grading models in use across the Group, each of which considers risk characteristics particular to that type of customer. The credit grading models score a combination of quantitative inputs (for example, recent financial performance) and qualitative inputs (for example, management performance or sector outlook).

Retail businesses - each customer account is separately scored using models based on the most material drivers of default. In general, scorecards are statistically derived using customer data. Customers are assigned a score , which in turn is mapped to a probability of default. The probabilities of default are used to support automated credit decision making and to group customers into risk pools for regulatory capital calculations.

Exposure at default
Facility usage models estimate the expected level of utilisation of a credit facility at the time of a borrower’s default. For revolving and variable draw down type products which are not fully drawn, the exposure at default (EAD) will typically be higher than the current utilisation. The methodologies used in EAD modelling provide an estimate of potential exposure and recognise that customers may make more use of their existing credit facilities as they approach default.

Counterparty credit risk exposure measurement models are used for derivatives and other traded instruments , where the amount of credit risk exposure may be dependent upon one or more underlying market variables , such as interest or foreign exchange rates. These models drive internal credit risk management activities such as limit and excess management.

Loss given default
These models estimate the economic loss that may be experienced (the amount that cannot be recovered) by the Group on a credit facility in the event of default. The Group’s loss given default models take into account both borrower and facility characteristics for unsecured or partially unsecured facilities, as well as the quality of any risk mitigation that may be in place for secured facilities, the cost of collections and a time discount factor for the delay in cash recovery.

Credit risk assets
In the tables and commentary below, exposure refers to credit risk assets, which consist of:

·
Lending - cash and balances at central banks and loans and advances to banks and customers (including overdraft facilities, instalment credit and finance leases);

·
Rate risk management; and

·
Contingent obligations, primarily letters of credit and guarantees .

Reverse repurchase agreements and issuer risk (primarily debt securities - refer to pages 133 to 135) are excluded. Where relevant and unless otherwise stated, the data reflect the effect of credit mitigation techniques .

Divisional analysis of credit risk assets
2011
£m
2010
£m
2009
£m
UK Retail
111,070
108,302
103,029
UK Corporate
102,468
105,886
110 ,00 9
Wealth
20,079
18,875
16 , 553
Global Transaction Services
34,719
35,462
32 , 428
Ulster Bank
37,781
40,750
42,042
US Retail & Commercial
56,412
51,699
52,104
Retail & Commercial
362,529
360,974
356,165
Global Banking & Markets
165,616
171,891
205,588
Other
64,518
36,659
3 , 305
Core
592,663
569,524
565 , 058
Non-Core
92,710
125,383
158 , 499
 
685,373
694,907
723 , 557
* unaudited
 
 
102

 
Business review Risk and balance sheet management continued
 
Credit risk measurement* continued
Key points
·
Exposure to retail portfolios within the UK Retail, Ulster Bank and US Retail & Commercial divisions remained broadly constant during the year. A reduction in wholesale portfolios was seen across all divisions, with the exception of Wealth, for which product demand and risk appetite typically have more in common with retail portfolios. Another exception was ‘Other’, which is driven by Treasury where growth in credit risk assets relates to exposure to central banks in the USA, the UK and Germany and is a function of the Group’s liquidity requirements and cash positions.
 
·
Non-Core exposure declined during 2011 as a result of the continued disposal and run-off of assets. Substantial de-risking was achieved though an exposure reduction of £33 billion over the year, in line with balance sheet reduction targets. Significantly, the division was able to take action to reduce exposure within the Middle East & North Africa region, which saw material volatility early in 2011 (exposure down 66%). The division also reduced single name concentration excesses, in part due to disposals in the leveraged finance book. In addition, the division’s project finance business achieved a material reduction through asset sales, unwinding of trades within the markets business and legal defeasance of structured finance transactions.

Asset quality
Using the probability of default models described previously, customers are assigned credit grades and scores, which are used for internal management reporting across portfolios, including a Group level asset quality scale, as shown below.

Internal reporting and oversight of risk assets is principally differentiated by credit grades. Customers are assigned credit grades, based on various credit grading models that reflect the key drivers of default for the customer type. All credit grades across the Group map to both a Group level asset quality scale, used for external financial reporting, and a master grading scale for wholesale exposures , used for internal management reporting across portfolios. Accordingly, measures of risk exposure may be readily aggregated and reported at increasing levels of granularity depending on stakeholder or business need.

The table below shows credit risk assets by asset quality (AQ) band:
 
Asset
quality
Probability of default range
2011
 
2010
 
2009
Core
£m
Non-Core
£m
Total
£m
Total
%
 
Core
£m
Non-Core
£m
Total
£m
Total
%
 
Core
£m
Non-Core
£m
Total
£m
Total
%
AQ1
0% - 0.034%
 206,163
 13,732
 219,895
32.1
 
175,793
17,728
193,521
27.8
 
149,132
23,226
172,358
23.8
AQ2
0.034% - 0.048%
 18,403
 2,915
 21,318
3.1
 
18,274
2,526
20,800
3 .0
 
18,029
3,187
21,216
2.9
AQ3
0.048% - 0.095%
 27,082
 2,883
 29,965
4.4
 
26,244
4,259
30,503
4.4
 
26,703
7,613
34,316
4.7
AQ4
0.095% - 0.381%
 65,492
 9,636
 75,128
11.0
 
64,277
15,052
79,329
11.4
 
78,144
18,154
96,298
13.3
AQ5
0.381% - 1.076%
 92,506
 10,873
 103,379
15.1
 
90,639
18,767
109,406
15.7
 
92,908
24,977
117,885
16.3
AQ6
1.076% - 2.153%
 67,260
 6,636
 73,896
10.8
 
73,367
12,913
86,280
12.4
 
76,206
18,072
94,278
13.0
AQ7
2.153% - 6.089%
 36,595
 8,134
 44,729
6.5
 
41,399
10,451
51,850
7.5
 
44,643
15,732
60,375
8.3
AQ8
6.089% - 17.222%
 11,933
 3,320
 15,253
2.2
 
15,300
4,308
19,608
2.8
 
18,923
4,834
23,757
3.4
AQ9
17.222% - 100%
 12,710
 5,024
 17,734
2.6
 
11,398
8,621
20,019
2.9
 
11,589
8,074
19,663
2.7
AQ10
100%
 20,118
 25,020
 45,138
6.6
 
18,003
25,005
43,008
6.2
 
16,756
22,666
39,422
5.5
Other (1)
 
 34,401
 4,537
 38,938
5.6
 
34,830
5,753
40,583
5.9
 
32,025
11,964
43,989
6.1
   
 592,663
 92,710
 685,373
100.0
 
569,524
125,383
694,907
100.0
 
565,058
158,499
723,557
100 .0
 
Note:
(1)
‘Other’ largely comprises assets covered by the standardised approach , for which a probability of default equivalent to those assigned to assets covered by the internal ratings based approach is not available.
 
* unaudited
 
103

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Credit risk measurement*: Asset quality continued

 
2011
 
2010
 
2009
AQ10 credit risk assets by division
AQ10
£m
% of divisional credit risk assets
 
AQ10
£m
% of divisional credit risk assets
 
AQ10
£m
% of divisional credit risk assets
UK Retail
         5,097
4.6
 
5,017
4.6
 
4,846
4.7
UK Corporate
         5,469
5.3
 
5,130
4.8
 
5,604
5.1
Wealth
              12
0.1
 
9
 
11
0.1
Global Transaction Services
            275
0.8
 
349
1.0
 
242
0.7
Ulster Bank
         6,305
16.7
 
4,348
10.7
 
2,741
6.5
US Retail & Commercial
            646
1.1
 
599
1.2
 
506
1.0
Retail & Commercial
        17,804
4.9
 
15,452
4.3
 
13,950
3.9
Global Banking & Markets
         2,314
1.4
 
2,551
1.5
 
2,806
1.4
Core
        20,118
3.4
 
18,003
3.2
 
16,756
3.0
Non-Core
        25,020
27.0
 
25,005
19.9
 
22,666
14.3
 
        45,138
6.6
 
43,008
6.2
 
39,422
5.5
 
AQ10 credit risk assets by sector
2011
£m
2010
£m
2009
£m
Personal
    8,398
7,620
6,955
Property
  25,558
23,672
20,145
Banks and financial institutions
    1,934
1,981
1,928
Transport and storage
    1,720
1,689
1,026
Other
    7,528
8,046
9,368
 
45,138
43,008
39,422

Key points
·
Trends in the asset quality of the Group’s credit risk exposures in 2011 reflected changes in the composition of the Core portfolio in line with the re-balancing achieved through the Group’s sector concentration framework, the run-off of Non-Core assets and changes in the external environment. Significant deposits were placed with central banks and this resulted in a large increase in the Group’s exposures within the AQ1 band.

·
Overall, the asset quality of the Group’s corporate exposure was broadly maintained despite the difficult external conditions in the UK, with moderate weakening of credit quality in the Core divisions.

·
A notable exception is Ulster Bank, where weakness in the Irish property sector continued to impact portfolio trends and the stock of defaulted assets in the Core book (AQ10) continued to grow. Refer to the section on Ulster Bank on page 117 for more details.

·
In line with expectations, the percentage of defaulted assets in the Non-Core division increased following the run-off and disposal of performing assets. Weaknesses in the commercial real estate market continued to be the main driver of defaulted assets within Non-Core.
 
* unaudited
 
104

 
Business review Risk and balance sheet management continued
 
Credit risk measurement* continued
 
Portfolio by sector and geographical region
Sector analysis plays an important part in assessing the potential for concentration risk in the loan portfolio. Particular attention is given to sectors where the Group believes there is a high degree of risk or potential for volatility in the future.

The table below details credit risk assets by sector and geographical region. Sectors are based on mappings aligned to the Group’s sector concentration framework. Geographical region is based on country of incorporation .

Credit risk assets by sector and geographical region

2011  
UK
£m
Western
 Europe
(excl. UK)
£m
North
America
£m
Asia
Pacific
£m
Latin
America
£m
Other (1)
£m
Total
£m
Core
£m
Non-Core
£m
Personal
126,945
20,253
33,087
1,604
158
1,114
183,161
176,201
6,96 0
Banks
4,720
39,290
3,952
11,149
1,740
7,324
68,175
67,614
561
Other financial institutions
17,939
17,503
13,595
3,108
5,841
1,159
59,145
48,765
10,380
Sovereign (2)
21,072
34,258
31,444
3,463
78
1,581
91,896
90,638
1,258
Property
60,099
27,282
8,052
1,370
3,471
1,480
101,754
58,324
43,430
Natural resources
6,553
7,218
8,159
3,805
1,078
2,508
29,321
25,191
4,130
Manufacturing
9,583
7,480
7,098
2,126
1,011
1,381
28,679
26,614
2,065
Transport (3)
13,790
7,705
4,951
5,433
2,500
5,363
39,742
27,531
12,211
Retail and leisure
22,775
6,110
5,762
1,488
1,041
675
37,851
32,775
5,076
Telecommunications, media and technology
5,295
4,941
3,202
1,944
139
609
16,130
12,180
3,950
Business services
17,851
3,718
6,205
910
629
206
29,519
26,830
2,689
 
306,622
175,758
125,507
36,400
17,686
23,400
685,373
592,663
92,710
                   

2010 (4)
                 
Personal
124,594
21,973
34,970
1,864
126
1,531
185,058
174,287
10,771
Banks
6,819
35,619
5,097
11,072
1,394
6,713
66,714
65,494
1,220
Other financial institutions
17,550
14,782
14,773
4,200
8,732
1,762
61,799
47,227
14,572
Sovereign (2)
20,209
24,826
18,088
3,243
125
1,789
68,280
66,556
1,724
Property
65,622
30,925
9,573
1,980
3,090
1,750
112,940
60,590
52,350
Natural resources
6,696
7,863
9,771
3,655
1,396
4,143
33,524
24,427
9,097
Manufacturing
10,599
8,532
6,744
2,673
917
2,059
31,524
28,088
3,436
Transport (3)
13,842
8,726
5,389
6,161
2,658
6,347
43,123
27,899
15,224
Retail and leisure
24,716
6,690
5,316
1,438
1,174
918
40,252
34,100
6,152
Telecommunications, media and technology
5,495
5,764
3,283
2,187
328
786
17,843
12,076
5,767
Business services
19,757
5,116
6,521
985
1,086
385
33,850
28,780
5,070
 
315,899
170,816
119,525
39,458
21,026
28,183
694,907
569,524
125,383
                   

For notes relating to this table refer to page 106 .



* unaudited
 
 
105

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Credit risk measurement*: Credit risk assets by sector and geographical region continued

2009
UK
£m
Western
 Europe
(excl. UK)
£m
North
America
£m
Asia
Pacific
£m
Latin
America
£m
Other (1)
£m
Total
£m
Core
£m
Non-Core
£m
Personal
 120,193
23,597
37,680
 1,374
 63
 897
183,804
 165,143
18,661
Banks
7,850
36,705
 4,975
 9,121
 1,378
2,137
62,166
 58,246
3,92 0
Other financial institutions
14,800
14,125
17,697
 4,820
 8,441
1,473
 61,356
 43,762
17,594
Sovereign (2)
18,172
27,421
 4,038
 3,950
414
2,217
56,212
 53,595
2,617
Property
72,768
35,558
11,221
 3,507
 3,127
1,440
127,621
 74,892
52,729
Natural resources
7,876
 9,460
 9,817
 3,029
 3,523
4,972
38,677
 26,058
12,619
Manufacturing
11,197
14,875
 8,718
 3,695
 1,306
2,633
42,424
 33,400
9,024
Transport (3)
14,097
 7,033
 7,287
 5,294
 2,604
7,14 0
43,455
 28,362
15,093
Retail and leisure
25,811
 8,236
 6,148
 3,602
 1,205
1,691
46,693
 35,580
11,113
Telecommunications, media and technology
6,128
 8,340
 4,854
 2,040
680
1,409
23,451
 13,645
9,806
Business services
20,497
 6,772
 6,950
 1,137
 1,439
 903
37,698
 32,375
5,323
 
 319,389
192,122
119,385
 41,569
 24,180
26,912
723,557
 565,058
158,499

Notes:
(1)
Comprises Central and Eastern Europe, Middle East, Central Asia and Africa, and supranationals such as the World Bank.
(2)
Includes central bank exposures.
(3)
Excludes net investment in operating leases in shipping and aviation portfolios as they are accounted for as property, plant and equipment. However, operating leases are included in the monitoring and management of these portfolios.
(4)
2010 data were restated due to supranational counterparties being re-mapped from Western Europe to Other.

Key points
·
Conditions in the financial markets and the Group’s focus on risk appetite and sector concentration had a direct impact on the composition of its Core portfolio during the year. The following key trends were observed:

(i)
A 35% increase in exposure to sovereigns, driven by the significant deposits placed with central banks;
(ii)
A 1 0 % reduction in exposure to the property sector, driven by   tightened controls in Core as well as by a reduction in Non-Core;
(iii)
A modest reduction in exposure to other corporate and financial institution sectors, driven by subdued borrowing activity by larger corporates; and
(iv)
A broadly flat exposure to the personal sector.

·
The Group’s sovereign portfolio comprises central governments, central banks and sub-sovereigns such as local authorities, primarily in the Group’s key markets in the UK, Western Europe and the US. Exposure predominantly comprises cash balances placed with central banks such as the Bank of England, the Federal Reserve and the Eurosystem (including the European Central Bank and central banks in the eurozone) and consequently, the asset quality of this portfolio is high. Exposure to sovereigns fluctuates according to the Group’s liquidity requirements and cash positions, which determine the level of cash placed with central banks. However, during 2011, there was a marked increase in these balances as the Group boosted its regulatory liquidity position. Information on the Group’s exposure to sovereigns, including eurozone peripheral sovereigns, can be found in the Country risk section on page 166 .

·
The bank sector is one of the largest in the Group’s portfolio but the sector is well diversified geographically, largely collateralised and tightly controlled through a combination of the single name concentration framework and a suite of credit policies specifically tailored to the sector and country limits. The largest segment of exposure to the sector remains to globally systemically important financial institutions. The environment remains challenging as a result of low economic growth in advanced economies, higher costs due to increased regulatory requirements and the growing difficulty of returning to historical levels of profitability. Over 2011, there was modest increase in exposure to banks due to mark-to-market movements in derivatives. However, the Group’s portfolio was in general characterised by declining limits, a rising number of counterparties subject to heightened credit monitoring due to the problems faced by the peripheral eurozone countries and a corresponding deterioration in asset quality, balanced to some extent by the improved stability of banks outside the eurozone.

* unaudited
 
106

 
Business review Risk and balance sheet management continued
 
Credit risk measurement* continued

 
·
The other financial institutions sector comprises traded and non-traded products and is spread across a wide range of financial companies including insurance companies, securitisation vehicles, financial intermediaries including central counterparties (CCPs), financial guarantors - monolines and credit derivative product companies (CDPCs) - and unleveraged, hedge and leveraged funds. The size and asset quality of this portfolio are stable and have not changed materially since 2010. However , entities in this sector remain vulnerable to market shocks or contagion from the banking sector crisis. Credit risk for these sectors is managed through both the sector concentration and asset and product class frameworks , with specific sector and product caps introduced where there is a perception of heightened credit risk , such as with leveraged funds and insurance holding companies. Additionally, policies were tightened for riskier products to entities in this portfolio, such as committed lending, to reduce risks from a customer default. During the year, a comprehensive securitisation framework was established to cap the securitisation portfolio and to control concentrations to the underlying asset classes and originators. The Group is currently reassessing its risk appetite framework for CCPs to reflect increases in activity with these entities , as a result of regulatory requirements for derivatives to be cleared through CCPs. In 2011, the Group continued to manage down its exposures to monolines and CDPCs and was successful in commuting trades with entities in this portfolio.

·
The Group’s exposure to the property sector totals £102 billion (a reduction of 10% during the year), the majority of which is commercial real estate (refer to page 108 for further detail). The remainder comprises lending to construction companies, housing associations and building material companies. The majority of property exposure (with the exception of Non-Core) is within UK Corporate (63%). Asset quality in other property sub - sectors remained stable during the year and whilst there are some material single name concentrations in the construction sector due to industry consolidation, overall appetite remains controlled through the sector concentration limits framework.

·
The exposure to the retail sector attracts heightened scrutiny due to its cyclical nature. Stress testing has confirmed that the retail sector has an above average vulnerability to a high UK inflation and interest rate scenario. Certain sub-sectors have proven less vulnerable to macroeconomic volatilities (e.g. food and beverage) as have larger retailers with well established brands and multiple channel offerings. Total exposure declined 6% during 2011. Despite recent high profile failures of UK high street retailers, loss experience on the RBS retail portfolio over 2011 was low, following the earlier exit from some parts of the portfolio. The portfolio is generally well diversified by geography and by counterparty.

·
The leisure sector displays weaker credit metrics than the wider corporate portfolio, in line with the industry trend. Default experience in hotels and restaurants is particularly high. The Group’s risk appetite towards the sector is driven by the importance of the leisure sector to the UK franchise, especially for the UK Corporate division, but is mitigated through tighter origination policies and guidelines and a reduction in exposure to high risk sub-sectors. The gaming sub-sector is subject to specific controls due to its inherent high credit and reputational risk profile.

·
The Group’s transport sector includes £11.7 billion of asset - backed exposure to ocean-going vessels. The downturn observed in the shipping sector since 2008 continued during 2011, with further pressure on second-hand values and deliveries of new build vessels into poor markets. A key protection for the Group is the minimum security covenant. This covenant is tested each quarter on an individual vessel basis to ensure that prompt remedial action is taken if values fall significantly below agreed loan coverage ratios . At 31 December 2011 , 1% of the Group’s exposure to this sector was in Watchlist Red.

·
Exposure to the healthcare and education sectors is included in the business services sector and totalled £13.4 billion at year-end. It is mostly UK focused and is heavily biased towards the health sector , which represents 74% of the exposure. The sector has performed well despite the difficult economic conditions but there are continuing uncertainties over the impact of Government spending reductions. Key concerns remain over the nursing home sub-sector, where the lower end of the elderly care home book saw an increased rate of customers being placed on Watchlist and higher defaults over 2011. Actions were taken to rebalance the portfolio towards the stronger operators.
 
* unaudited
 
107

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Key credit portfolios*

Commercial real estate
The commercial real estate lending portfolio totalled £74.8 billion at 31 December 2011, a 14% year-on-year decrease (2010 - £87.4 billion). The commercial real estate sector comprises exposure to entities involved in the development of or investment in commercial and residential properties (including homebuilders). The analysis below excludes rate risk management and contingent obligations.

 
2011
 
2010
 
2009
By division
Investment
£m
Development
£m
Total
£m
 
Investment
£m
Development
£m
Total
£m
 
Investment
£m
Development
£m
Total
£m
Core
                     
UK Corporate
25,101
5,023
30,124
 
24,879
5,819
30,698
 
27,143
7,331
34,474
Ulster Bank
3,882
881
4,763
 
4,284
1,090
5,374
 
6,131
3,838
9,969
US Retail & Commercial
4,235
70
4,305
 
4,322
93
4,415
 
2,812
1,084
3,896
Global Banking & Markets
1,013
360
1,373
 
1,131
644
1,775
 
1,997
818
2,815
 
34,231
6,334
40,565
 
34,616
7,646
42,262
 
38,083
13,071
51,154
                       
Non-Core
                     
UK Corporate
3,957
2,020
5,977
 
7,591
3,263
10,854
 
7,390
3,959
11,349
Ulster Bank
3,860
8,490
12,350
 
3,854
8,760
12,614
 
2,061
6,271
8,332
US Retail & Commercial
901
28
929
 
1,325
70
1,395
 
1,409
431
1,840
Global Banking & Markets
14,689
336
15,025
 
19,906
379
20,285
 
24,638
873
25,511
 
23,407
10,874
34,281
 
32,676
12,472
45,148
 
35,498
11,534
47,032
                       
Total
57,638
17,208
74,846
 
67,292
20,118
87,410
 
73,581
24,605
98,186

 
Investment
 
Development
   
Investment
 
Development
 
By geography
Commercial
£m
Residential
£m
 
Commercial
£m
Residential
£m
Total
£m
 
Core
£m
Non-Core
£m
 
Core
£m
Non-Core
£m
Total
£m
2011
                         
UK (excluding NI) (1)
28,653
6,359
 
1,198
6,511
42,721
 
25,904
9,108
 
5,118
2,591
42,721
Ireland (ROI & NI) (1)
5,146
1,132
 
2,591
6,317
15,186
 
3,157
3,121
 
793
8,115
15,186
Western Europe
7,649
1,048
 
9
52
8,758
 
422
8,275
 
20
41
8,758
US
5,552
1,279
 
59
46
6,936
 
4,521
2,310
 
71
34
6,936
RoW
785
35
 
141
284
1,245
 
227
593
 
332
93
1,245
 
47,785
9,853
 
3,998
13,210
74,846
 
34,231
23,407
 
6,334
10,874
74,846

2010 (1)
                         
UK (excluding NI) (1)
32,334
7,255
 
1,520
8,288
49,397
 
26,168
13,421
 
5,997
3,811
49,397
Ireland (ROI & NI) (1)
5,056
1,148
 
2,785
6,578
15,567
 
3,159
3,044
 
963
8,401
15,567
Western Europe
10,568
643
 
25
42
11,278
 
409
10,802
 
25
42
11,278
US
7,345
1,296
 
69
175
8,885
 
4,636
4,005
 
173
71
8,885
RoW
1,622
25
 
138
498
2,283
 
244
1,404
 
488
147
2,283
 
56,925
10,367
 
4,537
15,581
87,410
 
34,616
32,676
 
7,646
12,472
87,410

2009 (1)
                         
UK (excluding NI) (1)
36,801
7,042
 
1,875
10,499
56,217
 
29,230
14,613
 
7,654
4,720
56,217
Ireland (ROI & NI) (1)
5,314
1,047
 
3,484
5,961
15,806
 
4,664
1,697
 
3,530
5,915
15,806
Western Europe
12,565
840
 
184
225
13,814
 
905
12,500
 
215
194
13,814
US
6,522
1,355
 
881
778
9,536
 
3,193
4,684
 
1,289
370
9,536
RoW
2,068
27
 
239
479
2,813
 
91
2,004
 
383
335
2,813
 
63,270
10,311
 
6,663
17,942
98,186
 
38,083
35,498
 
13,071
11,534
98,186
 
Note:
(1)
ROI: Republic of Ireland; NI: Northern Ireland.




*unaudited
 
108

 
Business review Risk and balance sheet management continued
 
Key credit portfolios* continued

By sub-sector
UK 
(excl NI)
£m 
Ireland 
(ROI & NI)
£m 
Western 
 Europe 
£m 
US  
£m 
RoW 
£m 
Total 
£m 
2011
           
Residential
12,871 
7,449 
1,096 
1,325 
319 
23,060 
Office
7,155 
1,354 
2,248 
404 
352 
11,513 
Retail
8,709 
1,641 
1,893 
285 
275 
12,803 
Industrial
4,317 
507 
520 
24 
105 
5,473 
Mixed/other
9,669 
4,235 
3,001 
4,898 
194 
21,997 
 
42,721 
15,186 
8,758 
6,936 
1,245 
74,846 

2010
           
Residential
15,543
7,726
685
1,471
523
25,948
Office
8,539
1,178
2,878
663
891
14,149
Retail
10,607
1,668
1,888
1,025
479
15,667
Industrial
4,912
515
711
80
106
6,324
Mixed/other
9,796
4,480
5,116
5,646
284
25,322
 
49,397
15,567
11,278
8,885
2,283
87,410

2009
           
Residential
17,197
7,352
1,065
2,134
505
28,253
Office
9,381
1,536
5,034
1,614
975
18,540
Retail
5,760
686
998
492
700
8,636
Industrial
11,378
2,599
3,592
2,053
402
20,024
Mixed/other
12,501
3,633
3,125
3,243
231
22,733
 
56,217
15,806
13,814
9,536
2,813
98,186

Note:
(1)
Excludes commercial real estate lending in Wealth as these loans are generally supported by personal guarantees in addition to collateral. This portfolio, which totalled £1.3 billion at 31 December 2011 continues to perform in line with expectations and requires minimal provision.

Key points
·
In line with the Group’s strategy, exposure to commercial real estate was reduced during 2011, affecting mainly the UK and Western Europe given that these regions account for the majority of the portfolio. Overall this portfolio decreased circa 25% from the end of 2009 to the end of 2011.

·
Most of the decrease is in Non-Core due to run-off and asset sales. The Non-Core portfolio totalled £34 . 3 billion (46% of the portfolio) at 31 December 2011 (2010 - £45.1 billion, or 52% of the portfolio) and includes exposures in Ulster Bank as discussed on page 118.

·
With the exception of exposure in Spain and in Ireland, the Group has minimal commercial real estate exposure to other eurozone periphery countries. Exposure in Spain is predominantly in the Non-Core portfolio and totals £2.3 billion, of which 36% is in AQ1-AQ9. The remainder of the Spanish portfolio has already been subject to material write-off and provision levels have been assessed based on re-appraised values. There are significant differences in values based on geographic location and asset type .

·
The UK portfolio is focused on London and the South East (44%), with the remainder well spread across the UK regions.

·
Short-term lending to property developers without sufficient pre-let revenue at origination to support investment financing after practical completion is classified as speculative. Speculative lending at origination represents approximately 1% of the portfolio. The Group’s appetite for originating speculative commercial real estate lending is very limited and any such business requires senior management approval.

·
  
The commercial real estate market is expected to remain challenging in key markets and new business will be accommodated from run-off of existing Core exposure. As liquidity in the market remains tight, the Group is focusing on re-financings and supporting its existing client base.


* unaudited
 
 
109

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Key credit portfolios*: Commercial real estate continued
 
Maturity profile of portfolio
UK Corporate
Ulster Bank
US Retail
& Commercial
Global Banking
 & Markets
Total
£m
£m
£m
£m
£m
2011
         
Core
         
< 1 year (1)
8,268
3,030
1,056
142
12,496
1-2 years
5,187
391
638
278
6,494
2-3 years
3,587
117
765
363
4,832
> 3 years
10,871
1,225
1,846
590
14,532
Not classified (2)
2,211
2,211
Total
30,124
4,763
4,305
1,373
40,565
           
Non-Core
         
< 1 year (1)
3,224
11,089
293
7,093
21,699
1-2 years
508
692
163
3,064
4,427
2-3 years
312
177
152
1,738
2,379
> 3 years
1,636
392
321
3,126
5,475
Not classified (2)
297
4
301
Total
5,977
12,350
929
15,025
34,281
           
2010
         
Core
         
< 1 year (1)
7,563
2,719
1,303
890
12,475
1-2 years
5,154
829
766
247
6,996
2-3 years
4,698
541
751
221
6,211
> 3 years
10,361
1,285
1,595
417
13,658
Not classified (2)
2,922
2,922
Total
30,698
5,374
4,415
1,775
42,262
           
Non-Core
         
< 1 year (1)
4,829
10,809
501
3,887
20,026
1-2 years
1,727
983
109
6,178
8,997
2-3 years
831
128
218
3,967
5,144
> 3 years
2,904
694
567
6,253
10,418
Not classified (2)
563
563
Total
10,854
12,614
1,395
20,285
45,148
 
Notes:
(1)
Includes on demand and past due assets.
(2)
Predominantly comprises multi-option facilities for which there is no single maturity date .

Key point
·
The majority of Ulster Bank Group’s commercial real estate portfolio is categorised as < 1 year, including on demand assets, owing to the high level of non-performing assets in the portfolio. Ulster Bank places most restructured facilities on demand rather than extending the maturity date.

* unaudited
 
110

 
Business review Risk and balance sheet management continued
 
Key credit portfolios* continued
 
Breakdown of portfolio by asset quality (AQ) band
 
AQ1-AQ2  
AQ3-AQ4  
AQ5-AQ6  
AQ7-AQ8  
AQ9  
AQ10  
Total  
2011
£m  
£m  
£m  
£m  
£m  
£m  
£m  
Core
1,094  
6,714  
19,054  
6,254  
3,111  
4,338 
40,565 
Non-Core
680  
1,287  
5,951 
3,893 
2,385 
20,085 
34,281 
Total
1,774 
8,001  
25,005 
10,147 
5,496 
24,423 
74,846 
               
2010
             
Core
1,055 
7,087 
20,588 
7,829 
2,171 
3,532 
42,262 
Non-Core
1,003 
2,694 
11,249 
7,608 
4,105 
18,489 
45,148 
Total
2,058 
9,781 
31,837 
15,437 
6,276 
22,021 
87,410 

Key points
·
Approximately 13% of the commercial real estate exposure is within the AQ1-AQ4 bands. This includes unsecured lending to property companies and real estate investment trusts . The high proportion of the exposure in the AQ10 band is driven by Ulster Bank Group (Core and Non-Core) and GBM (Non-Core).

·
Of the total portfolio of £74.8 billion at 31 December 2011, £34.7 billion (2010 - £45.1 billion) is managed within the Group’s standard credit processes and £5.9 billion (2010 - £9.2 billion) is receiving varying degrees of heightened credit management under the Group Watchlist process (this includes all Watchlist Amber cases and Watchlist Red cases managed outside the Global Restructuring Group (GRG)). A further £34 . 3 billion (2010 - £33 . 1 billion) is managed within the GRG and includes both Watchlist and non-performing exposures. The increase in the portfolio managed by the GRG is driven by Ulster Bank Group (Core and Non-Core).

The table below analyses commercial real estate lending by loan-to-value (LTV). Due to market conditions in Ireland and to a lesser extent in the UK, there is a shortage of market based data. In the absence of external valuations, the Group deploys a range of alternative approaches including internal expert judgement and indexation.

 
Ulster Bank
 
Rest of the Group
 
Group
LTVs
AQ1-AQ9
£m
AQ10
£m
 
AQ1-AQ9
£m
AQ10
£m
 
AQ1-AQ9
£m
AQ10
£m
2011
               
<= 50%
81
28
 
7,091
332
 
7,172
360
> 50% and <= 70%
642
121
 
14,105
984
 
14,747
1,105
> 70% and <= 90%
788
293
 
10,042
1,191
 
10,830
1,484
> 90% and <= 100%
541
483
 
2,616
1,679
 
3,157
2,162
> 100% and <= 110%
261
322
 
1,524
1,928
 
1,785
2,250
> 110% and <= 130%
893
1,143
 
698
1,039
 
1,591
2,182
> 130%
1,468
10,004
 
672
2,994
 
2,140
12,998
Total with LTVs
4,674
12,394
 
36,748
10,147
 
41,422
22,541
Other (1)
7
38
 
8,994
1,844
 
9,001
1,882
Total
4,681
12,432
 
45,742
11,991
 
50,423
24,423
                 
Total portfolio average LTV (2)
140%
259%
 
69%
129%
 
77%
201%

Notes:
(1)
Other performing loans of £9.0 billion include unsecured lending to commercial real estate clients, such as major UK homebuilders. The credit quality of these exposures is consistent with that of the performing portfolio overall. Other non-performing loans of £1.9 billion are subject to the Group’s standard provisioning policies.
(2)
Weighted average by exposure.

Key points
·
Nearly 85% of the commercial real estate portfolio with LTV > 100% is within Ulster Bank Group (Core and Non-Core) and GBM (Non-Core). A majority of portfolios are managed within the GRG and are subject to monthly reviews. Significant levels of provisions have been taken against these portfolios; provisions as a percentage of risk elements in lending for the Ulster Bank Group commercial real estate portfolio were 53% at 31 December 2011 (2010 - 44%). The reported LTV levels are based on gross loan values . The weighted average LTV for AQ10 excluding Ulster Bank is 129%.
 
·
The average interest coverage ratios (ICR) for UK Corporate (Core and Non-Core) and GBM (Non-Core) investment properties are 2.37x and 1.25x respectively. The US Retail & Commercial portfolio is managed on the basis of debt service coverage , which includes scheduled principal amortisation. The average debt service interest coverage for this portfolio on this basis was 1.24x at 31 December 2011. There are a number of different approaches used within the Group and across the industry to calculate ICR. Ratios for different portfolio types, and organisations may not therefore be comparable.

* unaudited
 
 
111

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Key credit portfolios* continued
Retail assets
The Group’s retail lending portfolio includes mortgages, credit cards, unsecured loans, auto finance and overdrafts. The majority of personal lending exposures are in the UK, Ireland and the US. The analysis below includes both Core and Non-Core balances.
Personal credit loans and receivables
2011 
£m  
2010 
 £m  
2009
£m
UK Retail
     
  - mortgages
96,388 
92,592 
85,529
  - cards, loans and overdrafts
16,004 
18,072 
20,316
Ulster Bank
     
  - mortgages
20,020 
21,162  
22,304
  - other personal
1,533 
1,017 
1,172
Citizens
     
  - mortgages
23,829 
24,575 
26,534
  - auto and cards
5,731 
6,062 
6,917
  - other (1)
2,111 
3,455 
4,205
Other (2)
17,545 
18,123  
16,827
 
183,161 
185,058 
183,804

Notes:
(1)
Mainly student loans and loans secured by recreational vehicles or marine vessels.
(2)
Personal exposures in other divisions .

Residential mortgages
The tables below detail the distribution of residential mortgages by indexed LTV. LTV averages are calculated by transaction volume and transaction value. Refer to the section on Ulster Bank Group on page 117 for analysis of residential mortgages.
 

 
UK Retail
 
Citizens
LTV distribution calculated on a volume basis
2011
%
2010
%
2009
%
 
2011
%
2010 
%  
2009
%
<= 70%
62.1
61.6
60.2
 
43.5
43.4
43.6
> 70% and <= 90%
27.1
26.2
24.5
 
26.9
27.6
26.8
> 90% and <= 110%
9.4
10.4
12.5
 
16.7
17.2
18.0
> 110% and <= 130%
1.4
1.7
2.7
 
6.9
6.0
5.4
> 130%
0.1
0.1
 
6.0
5.8
6.2
               
Total portfolio average LTV at 31 December
57.8
58.2
59.1
 
73.8
75.3
74.5
               
Average LTV on new originations during the year
58.4
64.2
67.2
 
63.8
64.8
62.6

LTV distribution calculated on a value basis
2011
£m
2010
£m
2009
£m
 
2011
£m
2010
£m
2009
£m
<= 70%
47,811
44,522
37,666
 
9,669
10,375
11,675
> 70% and <= 90%
34,410
32,299
28,280
 
7,011
7,196
7,440
> 90% and <= 110%
11,800
12,660
15,112
 
3,947
4,080
4,569
> 110% and <= 130%
1,713
1,924
3,104
 
1,580
1,488
1,486
> 130%
74
73
86
 
1,263
1,252
1,540
               
Total portfolio average LTV at 31 December
67.2%
68.1%
70.4%
 
75.9%
75.4%
74.7%
               
Average LTV on new originations during the year
63.0%
68.0%
70.3%
 
65.8%
65.3%
64.4%
 
* unaudited

 
112

 
Business review Risk and balance sheet management continued
 
Key credit portfolios* continued

Residential mortgages which are three months or more in arrears (by volume)
2011 
%
2010
%
2009
%
UK Retail (1)
1.6 
1.7
1.6
Citizens
2.0 
1.4
1.5
 
 
Note:
(1)
The ‘One Account’ current account mortgage is excluded (£5.4 billion - 5.6% of assets) at 31 December 2011, 0.9% of these accounts were 90 days continually in excess of the limit (2010 - 0.8%). Consistent with the way the Council of Mortgage Lenders publishes member arrears information , the 3+ months arrears rate now excludes accounts in repossession and cases with shortfalls post property sale.
 
 
Key points
UK Retail
·
The UK Retail mortgage portfolio totalled £96.4 billion (98.6% in Core) at 31 December 2011, an increase of 4.1% from 2010, due to continued strong sales growth and lower redemption rates from before the financial crisis.

·
Of the total portfolio, 98.6% is designated as Core business, primarily comprising mortgages branded the Royal Bank of Scotland, NatWest, the One Account and First Active. Non-Core comprises Direct Line Mortgages.

·
The assets are prime mortgages and include 7.2% (£6.9 billion) of exposure to residential buy-to-let. There is a small legacy self-certification book (0.3% of total assets). Self-certified mortgages were withdrawn from sale in 2004.

·
Gross new mortgage lending in 2011 remained strong at £14.7 billion. The average LTV for new business during 2011 declined in comparison to 2010 and the maximum LTV available to new customers remained at 90%. Based on the Halifax House Price index at September 2011, the book average indexed LTV improved marginally when compared to December 2010, with the proportion of balances with an LTV over 100% also lower. Refer to the table on page 117, which details LTV information on a volume and value basis.

·
The arrears rate (more than three payments in arrears, excluding repossessions and shortfalls post property sale) has remained broadly stable since late 2009 at 1.6%.

·
The number of properties repossessed in 2011 was 1,671, up from 1,392 in 2010.

·
The mortgage impairment charge was £187 million for 2011, an increase of 2% from 2010. A significant part of the mortgage impairment charge related to reduced expectations of cash recovery on already defaulted debt. It also included an additional provision charge for mortgage customers who received forbearance.

·
Default and arrears rates remain sensitive to economic developments and are currently supported by the low interest rate environment and strong book growth , with recent business yet to fully mature.

Citizens
·
Citizens’ residential mortgage portfolio totalled £23.8 billion at 31 December 2011, a reduction of 3% from 2010 (£24.6 billion).

·
The mortgage portfolio comprises £6.4 billion of residential mortgages (99% in first lien position: Core - £5.8 billion; Non-Core - £0.6 billion) and £17.4 billion of home equity loans and lines (41% in first lien position: Core - £14.9 billion; Non-Core - £2.5 billion). Home equity Core consists of 47% in first lien position.

·
Citizens continues to focus on the ‘footprint’ states of New England, Mid Atlantic and Mid West, targeting low risk products and maintaining conservative risk policies. At 31 December 2011, the portfolio consisted of £19.5 billion (82% of the total portfolio) within footprint.

·
Loan acceptance criteria were tightened during 2009 to address deteriorating economic and market conditions.

·
Non-Core comprises 13% of the residential mortgage portfolio. Its largest component (74%) is the serviced by others (SBO) home equity portfolio. The SBO portfolio consists of purchased pools of home equity loans and lines, which resulted in an annualised charge-off rate of 8.7% in 2011. It is characterised by out-of-footprint geographies, high second lien concentration (95%) and high average LTV (113% at 31 December 2011). The SBO book has been closed to new purchases since the third quarter of 2007 and is in run-off, with exposure down from £2.8 billion in 2010, to £2.3 billion at 31 December 2011. The arrears rate of the SBO portfolio decreased from 3.0% in 2010, to 2.3% at 31 December 2011, as the legacy of poorer assets receded, and account servicing and collections became more effective following a servicer conversion in 2009.
* unaudited
 
 
113

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Key credit portfolios* continued
Retail credit assets: Personal lending
The Group’s personal lending portfolio includes credit cards, unsecured loans, auto finance and overdrafts. The majority of personal lending exposures exist in the UK and the US. Impairment charges as a proportion of average loans and receivables are shown in the following table .
 
 
2011
 
2010
 
2009
 
Personal lending
Average
 loans and
 receivables
£m
Impairment
charge as a %
of average
 loans and
 receivables
%
 
Average
 loans and receivables
£m
Impairment
charge as a %
of average
 loans and
 receivables
%
 
Average
 loans and receivables
£m
Impairment
charge as a %
of average
 loans and
 receivables
%
UK Retail cards (1)
5,675
3.0
 
6,025
5.0
 
6,101
8.7
UK Retail loans (1)
7,755
2.8
 
9,863
4.8
 
12,062
5.9
                 
                 
Citizens cards (2)
936
5.1
 
1,005
9.9
 
1,145
9.7
Citizens auto loans (2)
4,856
0.2
 
5,256
0.6
 
6,306
1.2
 
Notes:
(1)
The ratio for UK Retail assets refers to the impairment charges for the year. This is the Core UK loans book and excludes the Non-Core direct loans book that was sold in late 2011.
(2)
The ratio for Citizens refers to the impairment charges in the year, net of recoveries realised in the year.

Key points
UK Retail
·
The UK personal lending portfolio, of which 99.4% is in Core businesses, comprises credit cards, unsecured loans and overdrafts , and totalled £16.0 billion at 31 December 2011 (2010 - £18.1 billion).

·
The decrease in portfolio size of 11.6% was driven by continued subdued loan recruitment activity and a continuing general market trend of customers repaying unsecured debt.

·
The Non-Core portfolio consists of the direct finance loan portfolios (Direct Line, Lombard, Mint and Churchill) and totalled £0.1 billion at 31 December 2011 (2010 - £0.4 billion). In the last quarter of 2011, a portfolio of £170 million of balances was disposed of .

·
Risk appetite continues to be actively managed across all products with investment in collection and recovery processes continuing, addressing both continued support for the Group’s customers and the management of impairments.

·
Support continues for customers experiencing financial difficulties through ‘breathing space initiatives’. Refer to the disclosures on forbearance on page 98 for more information.

·
The impairment charge on unsecured lending was £579 million for the year, down 42% on 2010 , reflecting the effect of risk appetite tightening. The sale of the direct finance loan book gave rise to a one-off benefit of approximately £30 million.

·
Impairments remain sensitive to the external environment, including unemployment levels and interest rates.

·
Industry benchmarks for cards arrears remain stable, with the Group continuing to perform favourably.

Citizens
·
Citizens’ average credit card portfolio totalled £936 million during 2011 , with Core assets comprising 90.2% of the portfolio. Citizens’ cards business has traditionally adopted conservative risk strategies compared with the US market and given the economic climate, has introduced tighter lending criteria and lower credit limits. These actions have led to improving new business quality and a business performing better than industry benchmarks (provided by VISA). The latest available metrics show the 60+ days delinquency as a percentage of total outstandings at 2.15% at November 2011 (compared to an industry figure of 2.45%) and net contractual charge-offs as a percentage of total outstandings at 2.89% at November 2011 (compared to an industry figure of 3.69%).

·
Citizens’ average auto loan portfolio totalled £4.9 billion during 2011, of which 98% is considered Core. £101 million (2%) is Non-Core and anticipated to run off by 2013. Citizens’ vehicle financing business lends to US consumers through a network of 4,200 auto dealers in 25 US states. Citizens’ credit policy is considered conservative, targeting prime customers and has historically experienced credit losses below those of industry peers.

·
The net write-off rate on the total auto portfolio fell to 0.18% at 31 December 2011 , from 0.34% in 2010. The 30+ days past due delinquency rate fell to 1.04% at 31 December 2011, from 1.57% in 2010 .

*unaudited
 
114

 
Business review Risk and balance sheet management continued
 
Key credit portfolios* continued
 
Ulster Bank Group (Core and Non-Core)
At 31 December 2011, Ulster Bank Group accounted for 10% of the Group’s total customer loans (2010 - 10%; 2009 - 10%) and 9% of the Group’s Core customer loans (2010 - 9%; 2009 - 9%). Ulster Bank’s financial performance continues to be overshadowed by the challenging economic climate in Ireland, with impairments remaining elevated as high unemployment , coupled with higher taxation and limited liquidity in the economy , continues to depress the property market and domestic spending.

The impairment charge of £3 , 717 million for 2011 (2010 - £3,843 million; 2009 - £1,926 million) was driven by a combination of new defaulting customers and deteriorating security values. Provisions as a percentage of risk elements in lending increased from 44% in 2010 , to 53% at 31 December 2011, predominantly as a result of the deterioration in the value of the Non-Core commercial real estate development portfolio.

Core
The impairment charge for the year of £1,384 million (2010 - £1,161 million; 2009 - £649 million) reflects the difficult economic climate in Ireland, with elevated default levels across both mortgage and other corporate portfolios. The mortgage sector accounted for £570 million (41%) of the total 2011 impairment charge.

Non-Core
The impairment charge for the year was £2,333 million (2010 - £2,682 million; 2009 - £1,277 million), with the commercial real estate sector accounting for £2,160 million (93%) of the total 2011 charge .

Loans, risk elements in lending (REIL) and impairments by sector
 
Gross 
 loans  
REIL
Provisions
REIL
as a % of
 gross loans
Provisions
 as a % of
 REIL
Provisions
 as a % of
 gross loans
Impairment
charge
Amounts
 written-off
2011
£m 
£m
£m
%
%
%
£m
£m
Core
               
Mortgages
20,020  
2,184
945
10.9
43
4.7
570
11
Personal unsecured
1,533  
201
184
13.1
92
12.0
56
25
Commercial real estate
               
  - investment
3,882  
1,014
413
26.1
41
10.6
225
  - development
881  
290
145
32.9
50
16.5
99
16
Other corporate
7,736 
1,834
1,062
23.7
58
13.7
434
72
 
34,052 
5,523
2,749
16.2
50
8.1
1,384
124
Non-Core
               
Commercial real estate
               
  - investment
3,860 
2,916
1,364
75.5
47
35.3
609
1
  - development
8,49
7,536
4,295
88.8
57
50.6
1,551
32
Other corporate
1,630  
1,159
642
71.1
55
39.4
173
16
 
13,980  
11,611
6,301
83.1
54
45.1
2,333
49
Ulster Bank Group
               
Mortgages
20,020  
2,184
945
10.9
43
4.7
570
11
Personal unsecured
1,533  
201
184
13.1
92
12.0
56
25
Commercial real estate
               
  - investment
7,742 
3,93 0
1,777
50.8
45
23.0
834
1
  - development
9,371 
7,826
4,44 0
83.5
57
47.4
1,650
48
Other corporate
9,366  
2,993
1,704
32.0
57
18.2
607
88
 
48,032  
17,134
9,05 0
35.7
53
18.8
3,717
173
 
* unaudited
 
115

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Key credit portfolios*: Ulster Bank Group (Core and Non-Core) continued

 
Gross 
 loans  
REIL 
Provisions 
REIL  
as a % of 
 gross loans 
Provisions  
 as a % of  
 REIL  
Provisions 
 as a % of  
 gross loans 
Impairment 
charge  
Amounts 
 written-off 
2010
£m 
£m 
£m 
%
%
%
£m 
£m 
Core
               
Mortgages
21,162 
1,566 
439 
7.4 
28 
2.1 
294 
7
Personal unsecured
1,282 
185 
158 
14.4 
85 
12.3 
48 
3
Commercial real estate
               
  - investment
4,284 
598  
332  
14.0 
56  
7.7 
259  
— 
  - development
1,090 
65 
37 
6.0 
57 
3.4 
116 
— 
Other corporate
9,039 
1,205 
667  
13.3 
55 
7.4 
444 
11  
 
36,857 
3,619  
 1,633  
9.8 
45 
4.4 
1,161 
48 
Non-Core
               
Mortgages
— 
— 
— 
— 
— 
— 
42 
— 
Commercial real estate
               
  - investment
3,854 
2,391 
1,000 
62.0 
42 
25.9 
630 
— 
  - development
8,760 
6 , 341  
2,783 
72.4 
44  
31.8 
1 , 759  
— 
Other corporate
1,970 
 1,310 
561 
66.5 
43  
28.5 
251 
— 
 
14,584  
 10,042 
 4,344 
68.9 
43 
29.8 
2,682 
— 
Ulster Bank Group
               
Mortgages
21,162  
1,566 
439 
7.4 
28 
2.1 
336  
7
Personal unsecured
1,282  
185 
158 
14.4 
85  
12.3 
48 
3
Commercial real estate
               
  - investment
8,138 
2,989 
1,332 
36.7 
45 
16.4 
889 
— 
  - development
9,850 
6,406 
2,820 
65.0 
44 
28.6 
1,875 
— 
Other corporate
11,009 
2,515 
1,228 
22.8 
49 
11.2 
695 
11 
 
51,441 
13,661 
5,977 
26.6 
44 
11.6 
3,843 
48 

2009
               
Core
               
Mortgages
16,199  
558 
102 
3.4 
18 
0.6 
74 
3
Personal unsecured
2,433 
174 
145 
7.2 
83 
6.0 
66 
27  
Commercial real estate
               
  - investment
6,131 
250 
105  
4.1 
42 
1.7 
84  
— 
  - development
3,838 
428 
284 
11.2 
66 
7.4 
221 
Other corporate
11,106 
850 
326 
7.7 
38 
2.9 
204 
— 
 
39,707 
2,260 
 962 
5.7 
43  
2.4 
649  
34 
Non-Core
               
Mortgages
6,002  
324 
51 
5.4 
16  
0.8 
42 
— 
Commercial real estate
               
  - investment
2,061 
1,498 
308 
72.7 
21 
14.9 
286 
— 
  - development
6,271 
3,840 
822 
61.2 
21 
13.1 
732  
— 
Other corporate
1,373 
1,126 
322 
82.0 
29  
23.5 
217 
— 
 
15,707 
6,788 
 1,503 
43.2 
22 
9.6  
1,277 
— 
Ulster Bank Group
               
Mortgages
22,201 
882 
153 
4.0 
17 
0.7 
116 
Personal unsecured
2,433 
174 
145 
7.2 
83 
6.0 
66 
27 
Commercial real estate
               
  - investment
8,192 
1,748 
413 
21.3 
24 
5.0 
370 
— 
  - development
10,109 
4,268 
1,106 
42.2 
26 
10.9 
953 
Other corporate
12,479 
1,976 
648 
15.8 
33 
5.2 
421 
— 
 
55,414 
9,048 
2,465 
16.3 
27 
4.4 
1,926 
34 

* unaudited
 
116

 
Business review Risk and balance sheet management continued
 
Key credit portfolios* continued
 
Key points
 
·
REIL increased by £3.5 billion during the year, which reflects continuing difficult conditions in both the commercial and residential sectors in Ireland. Growth moderated in the last two quarters of 2011 as default trends for corporate portfolios declined.
 
·
At 31 December 2011, 68% of REIL was in Non-Core (2010 - 74%; 2009 - 75%). The majority of the Non-Core commercial real estate development portfolio (89%) is REIL with a 57% provision coverage.

Residential mortgages
The tables below show how the continued decrease in property values has affected the distribution of residential mortgages by indexed LTV. LTV is based upon gross loan amounts and whilst including defaulted loans , does not take account of provisions made .

LTV distribution calculated on a volume basis *
2011
%
2010
%
2009
%
<= 70%
45.0
50.3
59.2
> 70% and <= 90%
11.4
13.0
12.0
> 90% and <= 110%
12.0
14.5
13.4
> 110% and <= 130%
10.9
13.5
11.3
> 130%
20.7
8.7
4.1
       
Total portfolio average LTV at 31 December
81.0
71.2
62.5
       
Average LTV on new originations during the year
67 .0
75.9
72.8

LTV distribution calculated on a value basis
2011
£m
2010
£m
2009
£m
<= 70%
4,526
5,928
7,393
> 70% and <= 90%
2,501
3,291
3,830
> 90% and <= 110%
3,086
4,256
4,907
> 110% and <= 130%
3,072
4,391
4,491
> 130%
6,517
2,958
1,681
       
Total portfolio average LTV at 31 December
106.1%
91.7%
86.2%
       
Average LTV on new originations during the year
73.9%
78.9%
78.5%

Key points
·
The residential mortgage portfolio across Ulster Bank Group totalled £20 billion at 31 December 2011, with 89% in the Republic of Ireland and 11% in Northern Ireland.

·
The mortgage REIL continued to increase as a result of the continued challenging economic environment. At 31 December 2011, REIL as a percentage of gross mortgages was 10.9% (by value) compared with 7.4% in 2010. The impairment charge for 2011 was £570 million compared with £336 million for 2010. Repossession levels were higher than in 2010, with a total of 161 properties repossessed during 2011 (compared with 76 during 2010). 76% of repossessions during 2011 were through voluntary surrender or abandonment of the property.

·
Ulster Bank is assisting customers in this difficult environment. Mortgage forbearance policies which are deployed through the ‛Flex’ initiative are aimed at assisting customers in financial difficulty. At 31 December 2011, 9.1% (by value) of the mortgage book (£1.8 billion) was on a forbearance arrangement compared with 5.8% (£1.2 billion) at 31 December 2010. The majority of these forbearance arrangements are in the performing book (77%) and not 90 days past due.

* unaudited
 
117

 
 
Business review Risk and balance sheet management continued
 

Risk management: Credit risk continued
Key credit portfolios*: Ulster Bank Group (Core and Non-Core) continued
Commercial real estate
The commercial real estate lending portfolio for Ulster Bank Group totalled £17.1 billion at 31 December 2011, of which £12.3 billion or 72% is Non-Core. The geographic split of the total Ulster Bank Group commercial real estate portfolio remained similar to 2010 , with 26% in Northern Ireland, 63% in the Republic of Ireland and 11% in the UK.
 
 
Development
 
Investment
 
 
Commercial
£m
Residential
£m
 
Commercial
£m
Residential
£m
Total
£m
Exposure by geography
2011
           
Ireland (ROI & NI)
2,591
6,317
 
5,097
1,132
15,137
UK (excluding NI)
95
336
 
1,371
111
1,913
RoW
32
 
27
4
63
 
2,686
6,685
 
6,495
1,247
17,113
             
2010
           
Ireland (ROI & NI)
2,785
6,578
 
5,032
1,098
15,493
UK (excluding NI)
110
359
 
1,869
115
2,453
RoW
18
 
23
1
42
 
2,895
6,955
 
6,924
1,214
17,988

2009
           
Ireland (ROI & NI)
3,075
5,961
 
5,314
1,031
15,381
UK (excluding NI)
217
849
 
1,692
132
2,890
RoW
7
 
20
3
30
 
3,292
6,817
 
7,026
1,166
18,301

Key points
·
Commercial real estate remains the primary driver of the increase in the defaulted loan book for Ulster Bank Group. The outlook remains challenging , with limited liquidity in the marketplace to support sales or refinancing. The decrease in asset valuations has placed pressure on the portfolio.
 
·
Within its early problem management framework, Ulster Bank may agree various remedial measures with customers whose loans are performing but who are experiencing temporary financial difficulties. During 2011, commercial real estate loans amounting to £ 0. 8 billion (exposures greater than £10 million) benefited from such measures.

·
During 2011, impaired commercial real estate loans amounting to £1 billion (exposures greater than £10 million) were restructured and remain in the non-performing book.
 
* unaudited

 
118

 

Business review Risk and balance sheet management continued

Balance sheet analysis
All the disclosures in this section (pages 119 to 186) are audited unless otherwise indicated by an asterisk (*).

The following tables provide an analysis of credit concentration of financial assets by sector, geography and internal credit quality gradings. Credit risk assets analysed on the pages 102 to 107 are reported internally to senior management. However , they exclude certain exposures, primarily securities, and take account of legal netting agreements, that provide a right of legal set-off but do not meet the criteria for offset in IFRS. The analysis below is therefore provided to supplement the credit risk assets analysis and to reconcile to the consolidated balance sheet.

Credit concentration: Sector and geographical region
The tables on pages 119 to 128 analyse total financial assets gross of provisions by sector (for Group before RFS MI) and geographical region (for Group before RFS MI and RFS MI). Geographical regions are based on the location of the lending or issuing office.

The tables below and on pages 120 and 121 analyse total financial assets by sector.
 
 
Reverse 
repos 
 
Loans and advances
 
Securities
       
Netting  
 and  
offset (2)
 
   
Core 
Non-Core 
Total 
 
Debt 
Equity 
Total 
Derivatives 
Other (1)
Total 
 
Net 
2011
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
Central and local  government
2,247 
 
8,359 
1,383 
9,742 
 
126 , 604  
328  
126 , 932  
5,541 
641 
145,103 
 
1,098 
144,005 
Finance - banks
39,345 
 
43,374 
619 
43,993 
 
16,940  
— 
16,940  
— 
79,269  
179,547 
 
18,693  
160,854 
            - other (3)
58,478 
 
46,452 
3,229 
49,681 
 
60 , 453  
5,618  
66 , 071  
497,993 
7,437 
679,660 
 
508,481 
171,179 
Residential mortgages
— 
 
138,509 
5,102 
143,611 
 
— 
— 
— 
48 
— 
143,659  
 
— 
143,659  
Personal lending
— 
 
31,067 
1,556 
32,623 
 
— 
— 
— 
52 
52 
32,727  
 
32,720  
Property
— 
 
38,704 
38,064 
76,768 
 
573  
175 
748  
4,599 
82,116  
 
1,274 
80,842  
Construction
— 
 
6,781 
2,672 
9,453 
 
50  
53 
103  
946 
— 
10,502  
 
1,139 
9,363  
Manufacturing
254 
 
23,201 
4,931 
28,132 
 
664  
1,938 
2,602  
3,786 
306 
35,080  
 
2,214 
32,866  
Service industries and  business activities
                             
  - retail, wholesale and  repairs
— 
 
21,314 
2,339 
23,653 
 
645  
2,652 
3,297  
1,134 
18 
28,102  
 
1,671 
26,431  
  - transport and storage
436 
 
16,454 
5,477 
21,931 
 
539  
74 
613  
3,759 
— 
26,739  
 
241 
26,498  
  - health, education and  recreation
— 
 
13,273 
1,419 
14,692 
 
310  
21 
331  
885 
— 
15,908  
 
973 
14,935  
  - hotels and restaurants
— 
 
7,143 
1,161 
8,304 
 
116  
121  
671 
— 
9,096  
 
184 
8,912  
  - utilities
— 
 
6,543 
1,849 
8,392 
 
1,530  
554 
2,084  
3,708 
30 
14,214  
 
450 
13,764  
  - other
23 
 
24,228 
3,772 
28,000 
 
1 , 655  
3,893 
5 , 548  
6,300 
595 
40 , 466 
 
855  
39 , 611 
Agriculture, forestry and  fishing
— 
 
3,471 
129 
3,600 
 
25  
11 
36  
121 
— 
3,757  
 
148 
3,609  
Finance lease and  instalment credit
— 
 
8,440 
6,059 
14,499 
 
145  
147  
75 
— 
14,721  
 
16  
14,705  
Interest accruals
151 
 
675 
116 
791 
 
1,219 
— 
1,219 
— 
— 
2,161 
 
— 
2,161 
Total gross of provisions
100,934 
 
437,988 
79,877 
517,865 
 
211,468 
15,324 
226,792 
529,618 
88,349 
1,463,558 
 
537,444 
926,114 
Provisions
— 
 
(8,414)
(11,469)
(19,883)
 
(2,388)
(141)
(2,529)
— 
— 
(22,412)
 
n/a  
(22,412)
Group
100,934 
 
429,574 
68,408 
497,982 
 
209,080 
15,183 
224,263 
529,618 
88,349 
1,441,146 
 
537,444 
903,702 
                               
Comprising:
                             
Repurchase agreements
                         
15,246 
 
Derivative balances
                         
478,848 
 
Derivative collateral
                         
31,368 
 
Other
                         
11 , 982 
 
                           
537,444 
 

For notes relating to this table refer to page 128.
 
 
119

 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis:   Credit concentration: Sector and geographical region continued

 
 
Reverse 
 repos 
 
Loans and advances
 
Securities
       
Netting  
 and  
offset (2)
 
   
Core 
Non-Core 
Total 
 
Debt 
Equity 
Total 
Derivatives 
Other (1)
Total 
 
Net  
201 0
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m  
Central and local
  government
645 
 
6,781 
1,671 
8,452 
 
130,123 
767 
130,890 
7,560 
291 
147,838  
 
3,916 
143,922  
Finance - banks
42,571 
 
57,033 
1,003 
58,036 
 
22,474 
— 
22,474  
— 
57,014  
180 , 095  
 
24,673 
155,422 
              - other (3)
51,297 
 
46,910 
7,651 
54,561 
 
54,726 
19,562 
74 , 288  
399,318 
12,185 
591 , 649  
 
378,714 
212,935 
Residential mortgages
— 
 
140,359 
6,142 
146,501 
 
— 
— 
 
— 
146 , 507  
 
19  
146,488  
Personal lending
— 
 
33,581 
3,891 
37,472 
 
63 
— 
63 
15 
48 
37,598 
 
11 
37,587  
Property
— 
 
42,455 
47,651 
90,106 
 
2,700 
237 
2,937 
3,830 
28 
96,901 
 
1,046  
95,855  
Construction
— 
 
8,680 
3,352 
12,032 
 
56 
31 
87 
780 
— 
12,899 
 
1,406 
11,493  
Manufacturing
389 
 
25,797 
6,520 
32,317 
 
784 
113 
897 
3,229 
— 
36,832 
 
2,156 
34,676  
Service industries and  business activities
                             
  - retail, wholesale and  repairs
— 
 
21,974 
3,191 
25,165 
 
520 
41 
561 
1,124 
— 
26,850 
 
2,468 
24,382  
  - transport and storage
— 
 
15,946 
8,195 
24,141 
 
879 
54 
933 
2,703 
— 
27,777 
 
224 
27,553  
  - health, education and  recreation
— 
 
17,456 
1,865 
19,321 
 
1,495 
42 
1,537 
1,198 
— 
22,056 
 
1,047 
21,009  
  - hotels and restaurants
— 
 
8,189 
1,492 
9,681 
 
276 
123 
399 
525 
— 
10,605 
 
253 
10,352  
  - utilities
— 
 
7,098 
2,110 
9,208 
 
1,714 
229 
1,943 
2,491 
13,644 
 
985 
12,659  
  - other
126 
 
24,464 
5,530 
29,994 
 
1,532 
1,172 
2,704 
4,244 
386 
37,454 
 
1,378 
36,076  
Agriculture, forestry and  fishing
— 
 
3,758 
135 
3,893 
 
28 
29 
40 
— 
3,962 
 
115  
3,847  
Finance lease and  instalment credit
— 
 
8,321  
8,529  
16,850 
 
13 
15 
14 
— 
16,879 
 
134 
16,745  
Interest accruals
91 
 
831 
278 
1,109 
 
1,398 
— 
1,398 
— 
— 
2,598  
 
— 
2,598 
Total gross of provisions
95,119 
 
469,633 
109,206 
578,839 
 
218,781 
28,374 
241,155 
427,077 
69,954 
1,412,144 
 
418,545 
993,599 
Provisions
— 
 
(7,866)
(10,316)
(18,182)
 
(1,301)
(176)
(1,477)
— 
(29)
(19,688)
 
n/a 
(19,688)
Group before RFS MI
95,119 
 
461,767 
98,890 
560,657 
 
217,480 
22,198 
239,678 
427,077 
69,925 
1,392,456 
 
418,545 
973,911 
RFS MI gross of  provisions
— 
 
— 
— 
 
— 
— 
— 
— 
— 
 
— 
2
Group
95,119 
 
461,767 
98,890 
560,659 
 
217,480 
22,198 
239,678 
427,077 
69,925 
1,392,458 
 
418,545 
973,913 
                               
Comprising:
                             
Repurchase agreements
                         
10,712 
 
Derivative balances
                         
361,493 
 
Derivative collateral
                         
31,015 
 
Other
                         
15,325 
 
                           
418,545 
 

For notes relating to this table refer to page 128.

 
120

 
Business review Risk and balance sheet management continued
 
 
Reverse 
 repos
 
Loans and advances
 
Securities
       
Netting  
 and  
offset (2)
 
   
Core
Non-Core 
Total
 
Debt 
Equity 
Total 
Derivatives 
Other (1)
Total 
 
Net 
2009
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m  
£m 
 
£m 
£m 
Central and local government
260  
 
6,128  
1,532  
7,660  
 
142,032 
780 
142,812 
6,998 
205 
157,935  
 
1,725 
156,210  
Finance - banks
34,698 
 
47,574 
1,360 
48,934 
 
24,550 
— 
24,550 
— 
52,261 
160 , 443 
 
2,546 
157,897 
              - other (3)
40,188 
 
50,673 
9,713 
60,386 
 
68,824 
6,627 
75,451 
409,452 
12,110 
597 , 587 
 
369,797 
227,790 
Residential mortgages
— 
 
127,975  
12,932  
140,907  
 
— 
— 
— 
11 
— 
140 , 918 
 
140,911  
Personal lending
— 
 
35,313  
6,358  
41,671  
 
— 
38 
40 
41,750  
 
21 
41,729  
Property
— 
 
49,054  
50,372  
99,426  
 
4,028 
469 
4,497 
4,184 
108 
108,215  
 
1,114 
107,101  
Construction
— 
 
9,502  
5,258  
14,760  
 
295 
320 
615 
923 
63 
16,361  
 
1,450 
14,911  
Manufacturing
182  
 
30,272  
14,402  
44,674  
 
878 
1,076 
1,954 
5,353 
116 
52,279  
 
3,184 
49,095  
Service industries and  business activities
                             
  - retail, wholesale and  repairs
— 
 
23,385  
5,082  
28,467  
 
602 
283 
885 
996 
29 
30,377  
 
2,550 
27,827  
  - transport and storage
— 
 
16,693  
8,812  
25,505  
 
607 
198 
805 
1,820 
17 
28,147  
 
201 
27,946  
  - health, education and  recreation
22  
 
18,797  
3,743  
22,540  
 
2,055 
188 
2,243 
1,300 
— 
26,105  
 
1,057 
25,048  
  - hotels and restaurants
— 
 
9,699  
1,710  
11,409  
 
418 
595 
1,013 
832 
90 
13,344  
 
284 
13,060  
  - utilities
— 
 
6,772  
3,106  
9,878  
 
1,298 
2,379 
3,677 
2,613 
296 
16,464  
 
445 
16,019  
  - other
293  
 
25,092 
11,185 
36,277  
 
2,814 
3,082 
5,896 
3,619 
362 
46,447  
 
1,274 
45,173  
Agriculture, forestry and  fishing
— 
 
3,726  
553  
4,279  
 
44 
210 
254 
44 
4,586  
 
76 
4,510  
Finance lease and  instalment credit
— 
 
8,147  
11,956  
20,103  
 
291 
15 
306 
16 
— 
20,425  
 
39 
20,386  
Interest accruals
494 
 
1,179 
549 
1,728 
 
1,571 
— 
1,571 
— 
— 
3,793  
 
— 
3,793  
Total gross of provisions
76,137  
 
469,981 
148,623 
618,604  
 
250,308 
16,222 
266,530 
438,199 
65,706 
1,465 , 176 
 
385,770 
1,079 , 406 
Provisions
— 
 
(6,921)
(8,252)
(15,173)
 
(1,198)
(277)
(1,475)
— 
— 
(16,648)
 
n/a 
(16,648)
Group before RFS MI
76,137  
 
463,060 
140,371 
603,431 
 
249,110 
15,945 
265,055 
438,199 
65,706 
1,448 , 528 
 
385,770 
1,062,758 
RFS MI gross of provisions
— 
 
— 
— 
142,688 
 
18,144 
3,586 
21,730 
3,255 
167,682  
 
55 
167,627 
RFS MI provision
— 
 
— 
— 
(2,110)
 
— 
(3)
(3)
— 
— 
(2,113)
 
n/a 
(2,113)
Group
76,137  
 
463,060 
140,371 
744,009 
 
267,254 
19,528 
286,782 
441,454 
65,715 
1,614 , 097 
 
385,825 
1,228,272 

For notes relating to this table refer to page 128.

Key points
·   
Financial assets, after taking account of netting and offset arrangements, decreased from £974 billion at 2010 to £9 0 3 billion at 2011 (£923 billion including disposal groups), principally reflecting reductions in loans and advances, including planned reductions of £29 billion in Non-Core reflecting disposal strategy as well as reductions in securities. Debt securities declined by £8 billion reflecting lower government and financial institution bond holdings. Equity shares decreased by £7 billion reflecting closure of GBM's global index and emerging markets positions in order to mitigate the potential impact of unfavourable market conditions.

·   
In terms of sector concentration, 37% of net financial assets related to financial institutions, including central banks, down from 38% in 2010. However, overall balances increased, principally reflecting higher central bank deposits in the Group's liquidity portfolio.
 
·   
Central and local government assets represented 16% of total financial assets, broadly unchanged from 2010, predominantly reflecting the Group's government bond holdings, most of which are issued by G10 governments, despite a reduction in holdings in both Group Treasury and GBM.

·   
Personal sector lending (residential mortgages and other lending) remained broadly flat.

·   
Commercial and other property related lending declined from £102.1 billion to £86.2 billion, including disposal groups (£4.7 billion). The decline was driven by Non-Core reductions.
 
 
121

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis:   Credit concentration: Sector and geographical region continued

Loans and advances to banks and customers by geographical region
The table below analyses loans and advances, including reverse repos, gross of provisions by geographical region (location of office).

 
2011 
2010 
2009 
 
£m  
£m  
£m  
Loans and advances to banks (1)
     
  - UK
55,061 
70,400 
59,348 
  - US
7,976 
9,810 
8,537 
  - Europe
8,865 
10,655 
5,535 
  - RoW
11,531 
9,778 
10,611 
Group before RFS MI
83,433 
100,643 
84,031 
RFS MI
— 
7,879 
 
83,433 
100,645 
91,910 
       
Loans and advances to customers
     
  - UK
351,147 
374,822 
386,798 
  - US
90,329 
90,752 
93,209 
  - Europe
74,045 
83,586 
102,571 
  - RoW
19,845 
24,155 
28,132 
Group before RFS MI
535,366 
573,315 
610,710 
RFS MI
— 
— 
134,809 
 
535,366 
573,315 
745,519 
       
Group before RFS MI
618,799 
673,958 
694,741 
RFS MI
— 
142,688 
Group
618,799 
673,960 
837,429 

Note:
(1)
Loans and advances to banks includes £95 million of accrued interest (2010 - £36 million; 2009 - £339 million).

Key points
·   
Gross loans and advances declined by £55.2 billion during 2011 of which £19.4 billion related to the transfer to disposal groups.

·   
Customer lending declined £37.9 billion, principally reflecting the transfer to disposal groups and the Non-Core disposal strategy
- UK down £23.7 billion
- US down £0.4 billion
- Europe down £9.5 billion
- Rest of the World down £4.3 billion

 
122

 
Business review Risk and balance sheet management continued
 
The tables on pages 123 to 128 analyse financial assets by geographical region (location of office) and sector.
 
 
Reverse 
repos
 
Loans and advances
 
Securities
       
Netting and  
offset (2)
 
   
Core
Non-Core
Total
 
Debt
Equity
Total
Derivatives
Other (1)
Total
 
Net 
2011
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
UK
                             
Central and local government
2,130 
 
8,012 
25 
8,037 
 
78,892 
78 , 900  
5,282 
548 
94 , 897  
 
1,098 
93,799  
Finance - banks
25,204  
 
29,575 
207 
29,782 
 
1,950 
— 
1,950  
— 
40,365  
97 , 301  
 
18,653  
78,648 
              - other (3)
39,154 
 
30,874 
2,361 
33,235 
 
25,779  
4,462 
30 , 241  
301,125 
3,259  
407,014  
 
312,007 
95,007 
Residential mortgages
— 
 
99,303 
1,423 
100,726 
 
— 
— 
— 
48 
— 
100,774  
 
— 
100,774  
Personal lending
— 
 
20,080 
127 
20,207 
 
— 
— 
— 
51 
24 
20,282 
 
20,275  
Property
— 
 
31,141 
24,610 
55,751 
 
278  
137 
415  
4,332 
— 
60,498 
 
1,265 
59,233  
Construction
— 
 
5,291 
1,882 
7,173 
 
20  
26 
46  
895 
— 
8,114 
 
1,115 
6,999  
Manufacturing
254  
 
9,641 
835 
10,476 
 
499  
1,908 
2,407  
2,259 
— 
15,396 
 
2,205 
13,191  
Service industries and business  activities
                             
  - retail, wholesale and repairs
— 
 
11,071 
1,441 
12,512 
 
574  
2,616 
3,190  
952 
18 
16,672 
 
1,647 
15,025  
  - transport and storage
436  
 
8,589 
3,439 
12,028 
 
145  
67 
212
2,217 
— 
14,893 
 
200 
14,693  
  - health, education and recreation
— 
 
8,734 
757 
9,491 
 
72  
80  
756 
— 
10,327 
 
965 
9,362  
  - hotels and restaurants
— 
 
5,599 
569 
6,168 
 
23  
— 
23  
664 
— 
6,855 
 
178 
6,677  
  - utilities
— 
 
2,462 
922 
3,384 
 
1,150  
513 
1,663  
3,207 
30 
8,284 
 
450 
7,834  
  - other
— 
 
13,963 
1,644 
15,607 
 
1,017 
3,459 
4,476 
3,988 
593 
24 , 664  
 
830 
23 , 834 
Agriculture, forestry and fishing
— 
 
2,660 
76 
2,736 
 
18  
10 
28  
111 
— 
2,875 
 
117 
2,758  
Finance lease and instalment credit
— 
 
5,618 
5,598 
11,216 
 
1
3
73 
— 
11,292 
 
16  
11,276  
Interest accruals
126 
 
375 
— 
375 
 
474 
— 
474 
— 
— 
975 
 
— 
975 
Group
67,304  
 
292,988 
45,916 
338,904 
 
110,892  
13,216 
124,108  
325,960 
44,837  
901,113 
 
340,753 
560,360 
                               
US
                             
Central and local government
— 
 
177 
14 
191 
 
22 , 936  
317  
23,253 
23 , 454  
 
— 
23,454  
Finance - banks
7,289  
 
671 
15 
686 
 
1,245  
— 
1,245  
— 
29,426  
38,646  
 
15  
38,631 
              - other (3)
17,368 
 
8,993 
341 
9,334 
 
29,885 
681  
30,566  
165,879 
3,496 
226,643 
 
168,601 
58,042 
Residential mortgages
— 
 
20,311  
2,926  
23,237  
 
— 
— 
— 
— 
— 
23,237 
 
— 
23,237  
Personal lending
— 
 
7,505  
936  
8,441  
 
— 
— 
— 
— 
— 
8,441  
 
— 
8,441  
Property
— 
 
2,413  
1,370  
3,783  
 
26  
23  
49  
38  
— 
3,870  
 
— 
3,870  
Construction
— 
 
412  
45  
457  
 
21  
3
24  
11  
— 
492  
 
— 
492  
Manufacturing
— 
 
6,782  
42  
6,824  
 
101  
12  
113  
452  
— 
7,389  
 
— 
7,389  
Service industries and  business activities
                             
  - retail, wholesale and repairs
— 
 
4,975  
98  
5,073  
 
52  
— 
52  
63  
— 
5,188  
 
— 
5,188  
  - transport and storage
— 
 
1,832  
937  
2,769  
 
26  
1
27  
1,084  
— 
3,880  
 
— 
3,880  
  - health, education and recreation
— 
 
2,946  
88  
3,034  
 
74  
4
78  
93  
— 
3,205  
 
— 
3,205  
  - hotels and restaurants
— 
 
627  
57  
684  
 
93  
3
96  
1
— 
781  
 
— 
781  
  - utilities
— 
 
1,033  
28  
1,061  
 
243  
16 
259 
322 
— 
1,642  
 
— 
1,642  
  - other
23  
 
4,927  
394  
5,321  
 
429  
105  
534  
1,421  
— 
7,299  
 
— 
7,299  
Agriculture, forestry and fishing
— 
 
27  
— 
27  
 
7
— 
7
6
— 
40  
 
— 
40  
Finance lease and instalment credit
— 
 
2,471  
— 
2,471  
 
17  
— 
17  
— 
— 
2,488  
 
— 
2,488  
Interest accruals
 
181 
45  
226 
 
259  
— 
259  
— 
— 
491 
 
— 
491 
Group
24,686  
 
66,283  
7,336  
73,619  
 
55,414 
1,165  
56,579 
169,379  
32,923 
357,186 
 
168,616  
188,570 

For notes relating to this table refer to page 128.
 
 
123

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis:   Credit concentration: Sector and geographical region continued
 
 
Reverse 
repos 
 
Loans and advances
 
Securities
       
Netting and  
offset (2)
 
   
Core 
Non-Core 
Total 
 
Debt 
Equity 
Total 
Derivatives 
Other (1)
Total 
 
Net 
2011
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
Europe
                             
Central and local government
— 
 
116 
715 
831 
 
13,362 
13,365 
60 
— 
14,256 
 
— 
14,256  
Finance - banks
247  
 
8,361 
250 
8,611 
 
10,859 
— 
10,859 
— 
6,701  
26,418 
 
— 
26,418 
              - other (3)
— 
 
2,534 
474 
3,008 
 
4,521 
240 
4,761 
289 
90 
8,148 
 
8,147  
Residential mortgages
— 
 
18,393 
553 
18,946 
 
— 
— 
— 
— 
— 
18,946 
 
— 
18,946  
Personal lending
— 
 
1,972 
492 
2,464 
 
— 
— 
— 
— 
28 
2,492 
 
— 
2,492  
Property
— 
 
4,846 
11,538 
16,384 
 
— 
— 
— 
168 
— 
16,552 
 
16,543  
Construction
— 
 
1,019 
735 
1,754 
 
— 
22 
22 
18 
— 
1,794 
 
24 
1,770  
Manufacturing
— 
 
4,383 
3,732 
8,115 
 
57 
62 
23 
— 
8,200 
 
8,191  
Service industries and business  activities
                             
  - retail, wholesale and repairs
— 
 
3,992 
772 
4,764 
 
16 
18 
23 
— 
4,805 
 
24 
4,781  
  - transport and storage
— 
 
5,667 
862 
6,529 
 
143 
— 
143 
15 
— 
6,687 
 
6,681  
  - health, education and recreation
— 
 
1,235 
349 
1,584 
 
164 
169 
— 
1,755 
 
1,747  
  - hotels and restaurants
— 
 
892 
535 
1,427 
 
— 
— 
— 
— 
1,433 
 
1,427  
  - utilities
— 
 
1,569 
530 
2,099 
 
124 
127 
85 
— 
2,311 
 
— 
2,311  
  - other
— 
 
2,966 
1,555 
4,521 
 
131 
70 
201 
34 
— 
4,756 
 
25 
4,731  
Agriculture, forestry and fishing
— 
 
699 
53 
752 
 
— 
— 
754 
 
31 
723  
Finance lease and instalment credit
— 
 
260 
435 
695 
 
— 
— 
— 
— 
— 
695 
 
— 
695  
Interest accruals
7
 
101 
71 
172 
 
437 
— 
437 
— 
— 
616  
 
— 
616 
Group
254 
 
59,005 
23,651 
82,656 
 
29,814  
351 
30,165  
724 
6,819  
120 , 618  
 
143 
120,475  
                               
RoW
                             
Central and local government
117 
 
54 
629 
683 
 
11,414 
— 
11,414 
190 
92 
12,496 
 
— 
12,496  
Finance - banks
6,605  
 
4,767 
147 
4,914 
 
2,886  
— 
2,886  
— 
2,777  
17 , 182  
 
25  
17,157 
              - other (3)
1,956 
 
4,051 
53 
4,104 
 
268  
235 
503  
30,700 
592 
37,855  
 
27,872 
9,983 
Residential mortgages
— 
 
502 
200 
702 
 
— 
— 
— 
— 
— 
702 
 
— 
702  
Personal lending
— 
 
1,510 
1,511 
 
— 
— 
— 
— 
1,512 
 
— 
1,512  
Property
— 
 
304 
546 
850 
 
269 
15 
284 
61 
1,196 
 
— 
1,196  
Construction
— 
 
59 
10 
69 
 
11 
22 
— 
102 
 
— 
102  
Manufacturing
— 
 
2,395 
322 
2,717 
 
13 
20 
1,052 
306 
4,095 
 
— 
4,095  
Service industries and  business activities
                             
  - retail, wholesale and repairs
— 
 
1,276 
28 
1,304 
 
34 
37 
96 
— 
1,437 
 
— 
1,437  
  - transport and storage
— 
 
366 
239 
605 
 
225 
231 
443 
— 
1,279 
 
35 
1,244  
  - health, education and recreation
— 
 
358 
225 
583 
 
— 
4
34 
— 
621  
 
— 
621  
  - hotels and restaurants
— 
 
25 
—  
25 
 
— 
— 
— 
27 
 
— 
27  
  - utilities
— 
 
1,479 
369 
1,848 
 
13  
22 
35  
94 
— 
1,977  
 
— 
1,977  
  - other
— 
 
2,372 
179 
2,551 
 
78  
259 
337  
857 
3,747  
 
— 
3,747  
Agriculture, forestry and fishing
— 
 
85 
— 
85 
 
— 
— 
— 
— 
88  
 
— 
88  
Finance lease and instalment credit
— 
 
91 
26 
117 
 
127  
— 
127  
— 
246  
 
— 
246  
Interest accruals
12  
 
18 
— 
18 
 
49 
— 
49 
— 
— 
79 
 
— 
79 
Group
8,690 
 
19,712 
2,974 
22,686 
 
15,348  
592 
15,940  
33,555 
3,770  
84,641  
 
27,932 
56,709  
 
For notes relating to this table refer to page 128.
 
 
124

 
Business review Risk and balance sheet management continued
 
 
Reverse 
repos 
 
Loans and advances
 
Securities
       
Netting and  
offset (2)
 
   
Core 
Non-Core 
Total 
 
Debt 
Equity 
Total 
Derivatives 
Other (1)
Total 
 
Net 
201 0
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
UK
                             
Central and local government
611 
 
5,728 
173 
5,901 
 
72,427 
72,428 
7,300 
173 
86,413 
 
3,916 
82,497  
Finance - banks
28,370 
 
41,541 
481 
42,022 
 
5,381  
— 
5,381  
— 
28,097 
103,87
 
24,489 
79,381 
              - other (3)
33,186 
 
27,995 
6,023 
34,018 
 
27,737  
18,645 
46,382  
249,324 
5,390 
368,300  
 
232,460 
135,840 
Residential mortgages
— 
 
99,928 
1,665 
101,593 
 
— 
— 
— 
— 
101,599  
 
14 
101,585  
Personal lending
— 
 
23,035 
585 
23,620 
 
— 
23 
23,653 
 
11 
23,642  
Property
— 
 
34,970 
30,492 
65,462 
 
2,302 
175 
2,477 
3,739 
28 
71,706 
 
1,041 
70,665  
Construction
— 
 
7,041 
2,310 
9,351 
 
39 
— 
39 
741 
— 
10,131 
 
1,392 
8,739  
Manufacturing
389 
 
12,300 
1,510 
13,810 
 
354 
— 
354 
2,159 
— 
16,712 
 
2,150 
14,562  
Service industries and business  activities
                             
  - retail, wholesale and repairs
— 
 
12,554 
1,853 
14,407 
 
343 
11 
354 
874 
— 
15,635 
 
2,452 
13,183  
  - transport and storage
— 
 
8,105 
5,015 
13,120 
 
241 
244 
1,573 
— 
14,937 
 
219 
14,718  
  - health, education and recreation
— 
 
13,502 
1,039 
14,541 
 
160 
22 
182 
877 
— 
15,600 
 
1,047 
14,553  
  - hotels and restaurants
— 
 
6,558 
808 
7,366 
 
172 
— 
172 
518 
— 
8,056 
 
249 
7,807  
  - utilities
— 
 
3,101 
1,035 
4,136 
 
1,040 
1,045 
2,112 
7,295 
 
985 
6,310  
  - other
 
14,445 
1,991 
16,436 
 
549  
447 
996 
1,986 
335 
19,754 
 
1,354 
18,400  
Agriculture, forestry and fishing
— 
 
2,872 
67 
2,939 
 
— 
— 
— 
35 
— 
2,974 
 
94 
2,880  
Finance lease and instalment credit
— 
 
5,589 
7,785 
13,374 
 
13 
15 
14 
— 
13,403 
 
134 
13,269  
Interest accruals
56 
 
415 
98 
513 
 
501 
— 
501 
— 
— 
1,070 
 
— 
1,070  
Group
62,613 
 
319,679 
62,930 
382,609 
 
111,26
19,311  
130,571 
271,267 
34,048 
881,108 
 
272,007 
609,101 
                               
US
                             
Central and local government
— 
 
263 
53 
316 
 
24,975 
766 
25,741 
112 
26,174 
 
— 
26,174  
Finance - banks
8,978 
 
820 
12 
832 
 
1,951  
— 
1,951  
— 
19,455  
31,216  
 
184 
31,032 
              - other (3)
16,023 
 
9,522 
587 
10,109 
 
21,958  
126 
22,084  
121,717 
4,950 
174,883  
 
123,678 
51,205 
Residential mortgages
— 
 
20,548 
3,653 
24,201 
 
— 
— 
— 
— 
— 
24,201  
 
— 
24,201  
Personal lending
— 
 
6,816 
2,704 
9,520 
 
— 
— 
— 
— 
— 
9,520 
 
— 
9,520  
Property
— 
 
1,611 
3,318 
4,929 
 
95 
99 
23 
— 
5,051 
 
— 
5,051  
Construction
— 
 
442 
78 
520 
 
— 
16 
— 
541 
 
— 
541  
Manufacturing
— 
 
5,459 
143 
5,602 
 
412 
22 
434 
583 
— 
6,619 
 
— 
6,619  
Service industries and business  activities
                             
  - retail, wholesale and repairs
— 
 
4,264 
237 
4,501 
 
132 
— 
132 
68 
— 
4,701 
 
— 
4,701  
  - transport and storage
— 
 
1,786 
1,408 
3,194 
 
99 
101 
929 
— 
4,224 
 
— 
4,224  
  - health, education and recreation
— 
 
2,380 
313 
2,693 
 
1,308 
1,311 
292 
— 
4,296 
 
— 
4,296  
  - hotels and restaurants
— 
 
486 
136 
622 
 
104 
— 
104 
— 
729 
 
— 
729  
  - utilities
— 
 
1,117 
53 
1,170 
 
567 
569 
272 
— 
2,011 
 
— 
2,011  
  - other
124 
 
4,042 
577 
4,619 
 
789 
279 
1,068 
1,200 
42 
7,053 
 
— 
7,053  
Agriculture, forestry and fishing
— 
 
31 
— 
31 
 
28 
— 
28 
— 
62 
 
— 
62  
Finance lease and instalment credit
— 
 
2,315 
— 
2,315 
 
— 
— 
— 
— 
— 
2,315 
 
— 
2,315  
Interest accruals
 
183 
73 
256 
 
240 
— 
240 
— 
— 
503 
 
— 
503  
Group
25,132 
 
62,085 
13,345 
75,430 
 
52,663 
1,204 
53,867 
125,111 
24,559
304,099
 
123,862 
180,237  

For notes relating to this table refer to page 128.
 
 
125

 
 
Business review Risk and balance sheet management continued

Risk management: Credit risk   continued
Balance sheet analysis:   Credit concentration: Sector and geographical region continued

 
 
Reverse 
repos 
 
Loans and advances
 
Securities
       
Netting and  
offset (2)
 
   
Core 
Non-Core 
Total 
 
Debt 
Equity 
Total 
Derivatives 
Other (1)
Total 
 
Net 
201 0
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
Europe
                             
Central and local government
— 
 
365 
1,017 
1,382 
 
18,648 
— 
18,648 
66 
— 
20,096 
 
— 
20,096 
Finance - banks
94 
 
10,219 
313 
10,532 
 
11,843 
— 
11,843 
— 
7,936 
30,405 
 
— 
30,405 
              - other (3)
— 
 
2,642 
1,019 
3,661 
 
4,886 
347 
5,233 
746 
53 
9,693 
 
9,692 
Residential mortgages
— 
 
19,473 
621 
20,094 
 
— 
— 
— 
— 
— 
20,094 
 
20,089 
Personal lending
— 
 
2,270 
600 
2,870 
 
62 
— 
62 
— 
25 
2,957 
 
— 
2,957 
Property
— 
 
5,139 
12,636 
17,775 
 
— 
43 
43 
— 
— 
17,818 
 
17,813 
Construction
— 
 
1,014 
873 
1,887 
 
— 
27 
27 
— 
1,915 
 
14 
1,901 
Manufacturing
— 
 
5,853 
4,181 
10,034 
 
18 
87 
105 
39 
— 
10,178 
 
10,172 
Service industries and business  activities
                             
  - retail, wholesale and repairs
— 
 
4,126 
999 
5,125 
 
32 
34 
33 
— 
5,192 
 
15 
5,177 
  - transport and storage
— 
 
5,625 
1,369 
6,994 
 
141 
22 
163 
— 
7,159 
 
7,154 
  - health, education and recreation
— 
 
1,442 
496 
1,938 
 
27 
36 
— 
— 
1,974 
 
— 
1,974 
  - hotels and restaurants
— 
 
1,055 
535 
1,590 
 
— 
120 
120 
— 
— 
1,710 
 
1,706 
  - utilities
— 
 
1,412 
623 
2,035 
 
74 
188 
262 
10 
— 
2,307 
 
— 
2,307 
  - other
— 
 
3,877 
2,050 
5,927 
 
109 
176 
285 
54 
1
6,267 
 
23 
6,244 
Agriculture, forestry and fishing
— 
 
849 
68 
917 
 
— 
— 
918 
 
21 
897 
Finance lease and instalment credit
— 
 
370 
744 
1,114 
 
— 
— 
— 
— 
— 
1,114 
 
— 
1,114 
Interest accruals
28 
 
143 
101 
244 
 
575 
— 
575 
— 
— 
847  
 
— 
847  
Group before RFS MI
122 
 
65,874 
28,245 
94,119 
 
36,415 
1,022 
37,437 
951 
8,015 
140,644  
 
99 
140,545  
RFS MI
— 
 
— 
— 
2
 
— 
— 
— 
— 
— 
2
 
— 
2
Group
122 
 
65,874 
28,245 
94,121 
 
36,415 
1,022 
37,437 
951 
8,015 
140,646 
 
99 
140,547 
                               
RoW
                             
Central and local government
34 
 
425 
428 
853 
 
14,073 
— 
14,073 
189 
15,155 
 
— 
15,155 
Finance - banks
5,129 
 
4,453 
197 
4,650 
 
3,299 
— 
3,299 
— 
1,526 
14,604 
 
— 
14,604 
              - other (3)
2,088  
 
6,751 
22 
6,773 
 
145 
444 
589 
27,531 
1,792 
38,773 
 
22,575 
16,198 
Residential mortgages
— 
 
410 
203 
613 
 
— 
— 
— 
— 
— 
613 
 
— 
613 
Personal lending
— 
 
1,460 
1,462 
 
— 
— 
— 
— 
1,468 
 
— 
1,468 
Property
— 
 
735 
1,205 
1,940 
 
303 
15 
318 
68 
— 
2,326 
 
— 
2,326 
Construction
— 
 
183 
91 
274 
 
12 
16 
22 
— 
312 
 
— 
312 
Manufacturing
— 
 
2,185 
686 
2,871 
 
— 
448 
— 
3,323 
 
— 
3,323 
Service industries and business  activities
                             
  - retail, wholesale and repairs
— 
 
1,030 
102 
1,132 
 
13 
28 
41 
149 
— 
1,322 
 
1,321 
  - transport and storage
— 
 
430 
403 
833 
 
398 
27 
425 
199 
— 
1,457 
 
— 
1,457 
  - health, education and recreation
— 
 
132 
17 
149 
 
— 
29 
— 
186 
 
— 
186 
  - hotels and restaurants
— 
 
90 
13 
103 
 
— 
— 
110 
 
— 
110 
  - utilities
— 
 
1,468 
399 
1,867 
 
33 
34 
67 
97 
— 
2,031 
 
— 
2,031 
  - other
 
2,100 
912 
3,012 
 
85 
270 
355 
1,004 
4,380 
 
4,379 
Agriculture, forestry and fishing
— 
 
— 
 
— 
— 
— 
— 
 
— 
Finance lease and instalment credit
— 
 
47 
— 
47 
 
— 
— 
— 
— 
— 
47 
 
— 
47 
Interest accruals
— 
 
90 
96 
 
82 
— 
82 
— 
— 
178 
 
— 
178 
Group
7,252 
 
21,995 
4,686 
26,681 
 
18,443 
837 
19,280 
29,748 
3,332  
86 , 293  
 
22,577 
63,716 

For notes relating to this table refer to page 128.

 
126

 
Business review Risk and balance sheet management continued
 
 
Reverse 
repos 
 
Loans and advances
 
Securities
       
Netting and  
offset (2)
 
   
Core 
Non-Core 
Total 
 
Debt 
Equity 
Total 
Derivatives 
Other (1)
Total 
 
Net 
2009
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
UK
                             
Central and local government
129 
 
4,353 
276 
4,629 
 
79,662 
79,663 
6,752 
91,177 
 
1,725 
89,452 
Finance - banks
21,955 
 
36,741 
424 
37,165 
 
2,355 
— 
2,355 
— 
20,693 
82,168 
 
2,483 
79,685 
              - other (3)
29,240 
 
29,278 
6,004 
35,282 
 
38,135 
5,676 
43,811 
257,109 
5,492 
370,934 
 
236,443 
134,491 
Residential mortgages
— 
 
90,688 
1,896 
92,584 
 
— 
— 
— 
11 
— 
92,595 
 
92,588 
Personal lending
— 
 
24,613 
1,137 
25,750 
 
— 
22 
25,782 
 
21 
25,761 
Property
— 
 
36,407 
35,387 
71,794 
 
3,303 
458 
3,761 
4,086 
104 
79,745 
 
1,114 
78,631 
Construction
— 
 
6,964 
3,640 
10,604 
 
48 
306 
354 
849 
62 
11,869 
 
1,450 
10,419 
Manufacturing
182 
 
14,462 
3,255 
17,717 
 
640 
1,003 
1,643 
4,222 
102 
23,866 
 
3,184 
20,682 
Service industries and business  activities
                             
  - retail, wholesale and repairs
— 
 
13,412 
2,672 
16,084 
 
445 
263 
708 
819 
29 
17,640 
 
2,549 
15,091 
  - transport and storage
— 
 
10,066 
5,319 
15,385 
 
369 
163 
532 
988 
15 
16,920 
 
201 
16,719 
  - health, education and recreation
22 
 
15,551 
1,225 
16,776 
 
303 
164 
467 
1,005 
— 
18,270 
 
1,057 
17,213 
  - hotels and restaurants
— 
 
7,575 
1,033 
8,608 
 
320 
573 
893 
824 
86 
10,411 
 
284 
10,127 
  - utilities
— 
 
2,626 
1,652 
4,278 
 
1,142 
2,308 
3,450 
2,321 
259 
10,308 
 
445 
9,863 
  - other
— 
 
13,516 
3,964 
17,480 
 
1,608 
2,621 
4,229 
1,892 
353 
23,954 
 
1,274 
22,680 
Agriculture, forestry and fishing
— 
 
2,946 
138 
3,084 
 
43 
209 
252 
39 
3,384 
 
76 
3,308 
Finance lease and instalment credit
— 
 
5,343 
10,843 
16,186 
 
291 
294 
16 
— 
16,496 
 
39 
16,457 
Interest accruals
321 
 
713 
178 
891 
 
457 
— 
457 
— 
— 
1,669 
 
— 
1,669 
Group before RFS MI
51,849 
 
315,254 
79,043 
394,297 
 
129,122 
13,748 
142,870 
280,942 
27,230 
897,188 
 
252,352 
644,836 
RFS MI
— 
 
— 
— 
444 
 
49 
50 
494 
— 
988 
 
— 
988 
Group
51,849 
 
315,254 
79,043 
394,741 
 
129,171 
13,749 
142,920 
281,436 
27,230 
898,176 
 
252,352 
645,824 
                               
US
                             
Central and local government
— 
 
196 
 64 
260 
 
23,841 
779 
24,620 
141 
25,030 
 
— 
25,030 
Finance - banks
7,466 
 
982 
76 
1,058 
 
1,473 
— 
1,473 
— 
7,533 
17 , 530  
 
63  
17,467 
              - other (3)
9,912 
 
9,524 
1,771 
11,295 
 
25,592 
85 
25,677 
125,599 
5,779 
178,262  
 
113,607  
64,655  
Residential mortgages
— 
 
21,842 
4,317 
26,159 
 
— 
— 
— 
— 
— 
26,159  
 
— 
26,159 
Personal lending
— 
 
7,373 
3,599 
10,972 
 
— 
— 
— 
— 
— 
10,972 
 
— 
10,972 
Property
— 
 
1,498 
3,788 
5,286 
 
56 
— 
56 
30 
— 
5,372 
 
— 
5,372 
Construction
— 
 
490 
132 
622 
 
71 
72 
50 
— 
744 
 
— 
744 
Manufacturing
— 
 
5,895 
1,200 
7,095 
 
218 
25 
243 
580 
— 
7,918 
 
— 
7,918 
Service industries and  business activities
                             
  - retail, wholesale and repairs
— 
 
3,897 
422 
4,319 
 
142 
— 
142 
108 
— 
4,569 
 
— 
4,569 
  - transport and storage
— 
 
1,679 
1,525 
3,204 
 
108 
109 
738 
— 
4,051 
 
— 
4,051 
  - health, education and recreation
— 
 
1,595 
1,356 
2,951 
 
1,698 
— 
1,698 
272 
— 
4,921 
 
— 
4,921 
  - hotels and restaurants
— 
 
772 
88 
860 
 
98 
— 
98 
— 
965 
 
— 
965 
  - utilities
— 
 
1,178 
46 
1,224 
 
113 
— 
113 
204 
— 
1,541 
 
— 
1,541 
  - other
280 
 
4,957 
1,068 
6,025 
 
944 
216 
1,160 
1,157 
— 
8,622 
 
— 
8,622 
Agriculture, forestry and fishing
— 
 
27 
— 
27 
 
— 
— 
30 
 
— 
30 
Finance lease and instalment credit
— 
 
2,417 
— 
2,417 
 
— 
— 
— 
— 
— 
2,417 
 
— 
2,417 
Interest accruals
16 
 
204 
94 
298 
 
334 
— 
334 
— 
— 
648 
 
— 
648 
Group before RFS MI
17,674 
 
64,526 
19,546 
84,072 
 
54,689 
1,107 
55,796 
128,756 
13,453 
299,751 
 
113,670 
186,081 
RFS MI
— 
 
— 
— 
360 
 
— 
— 
— 
— 
— 
360 
 
— 
360 
Group
17,674 
 
64,526 
19,546 
84,432 
 
54,689 
1,107 
55,796 
128,756 
13,453 
300,111 
 
113,670 
186,441 

For notes relating to this table refer to page 128.
 
 
127

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis:   Credit concentration: Sector and geographical region continued
 
 
Reverse 
repos 
 
Loans and advances
 
Securities
       
Netting and  
offset (2)
 
   
Core 
Non-Core 
Total 
 
Debt 
Equity 
Total 
Derivatives 
Other (1)
Total 
 
Net 
2009
£m 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
£m 
Europe
                             
Central and local government
— 
 
334 
1,164 
1,498 
 
25,328 
— 
25,328 
68 
24 
26,918  
 
— 
26,918 
Finance - banks
— 
 
4,905 
529 
5,434 
 
17,390 
— 
17,390 
— 
22,792 
45 , 616  
 
— 
45,616 
              - other (3)
189 
 
4,095 
905 
5,000 
 
5,097 
426 
5,523 
1,699 
43 
12,454 
 
— 
12,454 
Residential mortgages
— 
 
15,055 
6,718 
21,773 
 
— 
— 
— 
— 
— 
21,773
 
— 
21,773 
Personal lending
— 
 
1,877 
1,009 
2,886 
 
— 
— 
— 
— 
17 
2,903 
 
— 
2,903 
Property
— 
 
10,812 
9,417 
20,229 
 
— 
17 
20,251 
 
— 
20,251 
Construction
— 
 
1,946 
1,167 
3,113 
 
— 
3,116 
 
— 
3,116 
Manufacturing
— 
 
7,311 
8,609 
15,920 
 
19 
23 
42 
123 
— 
16,085 
 
— 
16,085 
Service industries and business  activities
                             
  - retail, wholesale and repairs
— 
 
5,464 
1,661 
7,125 
 
15 
16 
— 
7,148 
 
— 
7,148 
  - transport and storage
— 
 
4,385 
1,463 
5,848 
 
15 
19 
— 
5,869 
 
— 
5,869 
  - health, education and recreation
— 
 
1,419 
1,121 
2,540 
 
54 
63 
— 
— 
2,603 
 
— 
2,603 
  - hotels and restaurants
— 
 
1,221 
568 
1,789 
 
— 
19 
19 
— 
1,812 
 
— 
1,812 
  - utilities
— 
 
1,816 
786 
2,602 
 
30 
34 
37 
2,679 
 
— 
2,679 
  - other
12 
 
4,783 
4,284 
9,067 
 
156 
24 
180 
75 
9,342 
 
— 
9,342 
Agriculture, forestry and fishing
— 
 
737 
356 
1,093 
 
— 
— 
— 
1,094
 
— 
1,094 
Finance lease and instalment credit
— 
 
379 
1,094 
1,473 
 
— 
12 
12 
— 
— 
1,485 
 
— 
1,485 
Interest accruals
102 
 
168 
245 
413 
 
706 
— 
706 
— 
— 
1,221 
 
— 
1,221 
Group before RFS MI
303 
 
66,707 
41,096 
107,803 
 
48,784 
551 
49,335 
1,996 
22,932  
182 , 369 
 
— 
182 , 369  
RFS MI
— 
 
— 
— 
140,098 
 
21,681 
3,232 
24,913 
165,020 
— 
330,031  
 
— 
330,031 
Group
303 
 
66,707 
41,096 
247,901 
 
70,465 
3,783 
74,248 
167,016 
22,932  
512,400  
 
— 
512,400  
                               
RoW
                             
Central and local government
131 
 
1,245 
28 
1,273 
 
13,201 
— 
13,201 
169 
36 
14,810  
 
— 
14,810 
Finance - banks
5,277 
 
4,946 
331 
5,277 
 
3,332 
— 
3,332 
— 
1,243 
15,129 
 
— 
15,129 
              - other (3)
847 
 
7,776 
1,033 
8,809 
 
— 
440 
440 
25,045 
796 
35,937 
 
19,747 
16,190 
Residential mortgages
— 
 
390 
391 
 
— 
— 
— 
— 
— 
391 
 
— 
391 
Personal lending
— 
 
1,450 
613 
2,063 
 
— 
— 
— 
29 
2,093 
 
— 
2,093 
Property
— 
 
337 
1,780 
2,117 
 
669 
10 
679 
51 
— 
2,847 
 
— 
2,847 
Construction
— 
 
102 
319 
421 
 
176 
12 
188 
23 
— 
632 
 
— 
632 
Manufacturing
— 
 
2,604 
1,338 
3,942 
 
25 
26 
428 
14 
4,410 
 
— 
4,410
Service industries and
  business activities
                             
  - retail, wholesale and repairs
— 
 
612 
327 
939 
 
— 
19 
19 
62 
— 
1,020 
 
1,019 
  - transport and storage
— 
 
563 
505 
1,068 
 
115 
30 
145 
94 
— 
1,307 
 
— 
1,307 
  - health, education and recreation
— 
 
232 
41 
273 
 
— 
15 
15 
23 
— 
311 
 
— 
311 
  - hotels and restaurants
— 
 
131 
21 
152 
 
— 
— 
156 
 
— 
156 
  - utilities
— 
 
1,152 
622 
1,774 
 
39 
41 
80 
82 
— 
1,936 
 
— 
1,936 
  - other
 
1,836 
1,869 
3,705 
 
106 
221 
327 
495 
4,529 
 
— 
4,529 
Agriculture, forestry and fishing
— 
 
16 
59 
75 
 
— 
— 
— 
— 
78 
 
— 
78 
Finance lease and instalment credit
— 
 
19 
27 
 
— 
— 
— 
— 
— 
27 
 
— 
27 
Interest accruals
55 
 
94 
32 
126 
 
74 
— 
74 
— 
— 
255 
 
— 
255 
Group before RFS MI
6,311 
 
23,494 
8,938 
32,432 
 
17,713 
816 
18,529 
26,505 
2,091 
85,868 
 
19,748 
66,120 
RFS MI
— 
 
— 
— 
1,786 
 
— 
22 
22 
1,808 
— 
3,616 
 
— 
3,616 
Group
6,311 
 
23,494 
8,938 
34,218 
 
17,713 
838 
18,551 
28,313 
2,091 
89,484 
 
19,748 
69,736 

Notes:
(1)
Includes cash and balances at central banks of £79,269 million (2010 - £57,014 million; 2009 - £52,261 million) and settlement balances of £7,771 million (2010 - £11,605 million; 2009 - £12,033 million).
(2)
This shows the amount by which the Group’s credit risk exposure is reduced through arrangements, such as master netting agreements, which give the Group a legal right to set off the financial asset against a financial liability due to the same counterparty. In addition, the Group holds collateral in respect of individual loans and advances to banks and customers. This collateral includes mortgages over property (both personal and commercial); charges over business assets such as plant, inventories and trade debtors; and guarantees of lending from parties other than the borrower. The Group obtains collateral in the form of securities in reverse repurchase agreements. Cash and securities are received as collateral in respect of derivative transactions.
(3)
Loans made by the Group's consolidated conduits to asset owning companies are included within Finance.
 
 
128

 
Business review Risk and balance sheet management continued

Cross border exposures

Cross border exposures are loans and advances including finance leases and instalment credit receivables and other monetary assets, such as debt securities, including non-local currency claims of overseas offices on local residents.

The Group monitors the geographical breakdown of these exposures based on the country of domicile of the borrower or guarantor of ultimate risk. Cross border exposures exclude exposures to local residents in local currencies.
 
The table below sets out the Group’s cross border exposures greater than 0.5% of the Group’s total assets. None of these countries have experienced repayment difficulties that have required restructuring of outstanding debt.
 
2011
Government 
£m 
Banks 
£m 
Other 
£m 
Total 
£m 
Short positions 
£m 
Net of short  
positions 
£m 
United States
20,932 
7,300 
38,721 
66,953 
13,329  
53,624  
Germany
34,615 
5,952 
9,787 
50,354 
2,946 
47,408  
France
11,633 
14,800 
8,189 
34,622 
5,903 
28,719 
Japan
8,350 
7,505 
3,375 
19,230 
3,141  
16,089  
Netherlands
4,466 
2,210 
10,711 
17,387 
982 
16,405  
Spain
340 
3,656 
10,282 
14,278 
973  
13,305  
Italy
5,190 
548 
1,489 
7,227 
4,826  
2,401  
Republic of Ireland
665 
3,287 
2,759 
6,711 
68  
6,643  
Switzerland
1,335 
3,282 
1,492 
6,109 
25 
6,084 
China
1,589  
2,669  
1,849 
6,107 
6,107  
Cayman Islands
— 
15 
4,194 
4,209 
4,207 
Belgium
1,662 
1,285 
1,222 
4,169 
726 
3,443 
             
2010
           
United States
21,201 
14,382 
36,813 
72,396 
14 , 240  
58 , 156  
Germany
22,962 
6,276 
10,467 
39,705 
4 , 685  
35 , 020  
France
17,293 
16,007 
6,756 
40,056 
4 , 285  
35 , 771  
Japan
7,983 
6,962 
7,542 
22,487 
409  
22 , 078  
Netherlands
2,900 
3,055 
10,824 
16,779 
951  
15 , 828  
Spain
1,401 
4,248 
11,589 
17,238 
1 , 357  
15 , 881  
Italy
6,409 
1,083 
2,188 
9,680 
3 , 183  
6 , 497  
Republic of Ireland
199 
3,789 
3,101 
7,089 
131  
6 , 958  
Switzerland
4
1 , 714  
2 , 944  
4 , 662  
12  
4 , 650  
China
553 
1,775 
1,561 
3,889 
3,884 
Cayman Islands
94 
7,330 
7,426 
44  
7 , 382  
Belgium
1,461 
752 
2,806 
5,019 
606  
4 , 413  

 
129

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis   continued

Asset quality
The asset quality analysis presented below is based on the Group’s internal asset quality ratings which have ranges for the probability of default as set out below. Customers are assigned credit grades, based on various credit grading models that reflect the key drivers of default for the customer type. All credit grades across the Group map to both a Group level asset quality scale, used for external financial reporting, and a master grading scale for wholesale exposures used for internal management reporting across portfolios. Debt securities are analysed by external ratings and are therefore excluded from the table below and are set out on pages 133 and 134.


Asset quality band
Probability of default range
AQ1
0% - 0.034%
AQ2
0.034% - 0.048%
AQ3
0.048% - 0.095%
AQ4
0.095% - 0.381%
AQ5
0.381% - 1.076%
AQ6
1.076% - 2.153%
AQ7
2.153% - 6.089%
AQ8
6.089% - 17.222%
AQ9
17.222% - 100%
AQ10
100%


 
Cash and  
balances  
at central 
 banks 
Loans and  
advances 
 to banks (1) 
Loans and 
advances to  
 customers 
Settlement 
balances 
Derivatives 
Other 
financial 
instruments 
Commitments 
Contingent 
liabilities 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Total
                 
AQ1
78,592 
74,192  
113,437 
4,582  
481,622  
556 
75,356 
14,076 
842,413 
AQ2
342  
1,881  
15,622 
93  
8,177 
— 
24,269  
3,154  
53,538 
AQ3
196  
1,981  
32,830 
546  
10,819  
— 
23,471  
4,427  
74,270 
AQ4
19  
1,612  
103,617 
760  
14,421 
— 
40,071 
5,847 
166,347 
AQ5
90  
1,261  
112,537 
79  
6,516  
45  
34,593  
4,301  
159,422 
AQ6
9
188  
47,892 
46  
2,221  
— 
17,153  
1,662  
69,171 
AQ7
8
432  
31,379 
13  
2,393  
— 
19,163  
1,037  
54,425 
AQ8
7
30  
11,871 
19  
1,252 
— 
4,159  
276  
17,614 
AQ9
5
83  
16,006 
4
1,150  
320 
2,286  
943  
20,797 
AQ10
164  
570 
6
1,047 
— 
2,354  
221  
4,363 
Past due
— 
2
10,995 
1,623  
— 
— 
— 
— 
12,620 
Impaired
— 
137  
38,610 
— 
— 
414  
— 
— 
39,161 
Impairment provision
— 
(123)
(19,760)
— 
— 
(26)
— 
— 
(19,909)
Group
79,269  
81,840  
515,606  
7,771  
529,618  
1,309 
242,875 
35,944 
1,494,232 

2010
                 
AQ1
56,655 
91,952 
126,444 
6,815 
408,489 
658 
78,728 
9,745 
779,486 
AQ2
14 
598 
13,282 
1,271 
2,659 
26,128 
1,980 
45,935 
AQ3
48 
2,197 
25,981 
156 
3,317 
— 
25,731 
4,337 
61,767 
AQ4
188 
639 
95,777 
571 
3,391 
41,027 
6,522 
148,121 
AQ5
99 
2,322 
114,796 
64 
4,860 
144 
38,612 
5,169 
166,066 
AQ6
159 
65,497 
34 
1,070 
— 
25,991 
2,230 
94,984 
AQ7
178 
46,072 
857 
69 
18,752 
2,456 
68,387 
AQ8
— 
15 
16,573 
14 
403 
— 
9,289 
9,545 
35,839 
AQ9
— 
115  
14,263 
450 
80 
3,889 
932 
19,731 
AQ10
355 
5,644 
1,581 
— 
2,829 
407 
10,823 
Accruing past due
10 
13,430 
2,675 
— 
— 
— 
— 
16,115 
Impaired
 
145 
35,556 
— 
— 
375 
— 
— 
36,076 
Impairment provision
(127)
(18,055)
— 
— 
(29)
— 
— 
(18,211)
Group before RFS MI
57,014 
98,558 
555,260 
11,605 
427,077 
1,306 
270,976 
43,323 
1,465,119 
RFS MI
— 
— 
— 
— 
— 
  — 
32 
34 
Group
57,014 
98,560 
555,260 
11,605 
427,077 
1,306 
270,976 
43,355 
1,465,153 

For the note relating to this table refer to page 132.

 
130

 
Business review Risk and balance sheet management continued

 
Cash and 
balances 
at central 
 banks 
Loans and 
 advances 
 to banks (1) 
Loans and 
advances to  
 customers 
Settlement 
balances 
Derivatives 
Other 
financial 
instruments 
Commitments 
Contingent 
liabilities 
Total 
2009
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
AQ1
51,521  
72,384 
106,062 
6,582 
389,019  
754 
62,085 
9,446  
697,853 
AQ2
1,725 
10,780 
306 
11,550  
9
27,598  
4,526  
56,494 
AQ3
1
2,175 
29,958 
199 
10,791  
— 
28,364  
6,088  
77,576 
AQ4
23  
1,357 
102,922 
605 
8,296  
— 
52,496  
14,948  
180,647 
AQ5
2
2,497 
124,724 
149 
8,270  
37  
43,239  
7,387  
186,305 
AQ6
1
424 
94,513 
40 
2,548  
— 
30,847  
2,448  
130,821 
AQ7
— 
110 
46,928 
33 
2,181  
98  
26,724  
2,352  
78,426 
AQ8
— 
137 
23,593 
— 
1,448  
— 
12,507  
1,008  
38,693 
AQ9
— 
184 
16,025 
— 
2,030  
— 
5,141  
1,279  
24,659 
AQ10
— 
277  
9,142  
2,026  
— 
3,618  
507  
15,573 
Accruing past due
— 
36 
14,475 
3,910 
40 
— 
— 
— 
18,461  
Impaired
— 
206  
31,588 
197 
— 
— 
— 
— 
31,991  
Impairment provision
— 
(157)
(15,016)
— 
— 
— 
— 
(15,173)
Group before RFS MI
51,548  
81,355 
595,694 
12,024 
438,199  
898 
292,619 
49,989  
1,522,326 
RFS MI
713 
7,865 
132,699 
3,255 
— 
5,022 
4,031 
153,594 
Group
52,261 
89,220 
728,393 
12,033 
441,454 
898 
297,641 
54,020 
1,675,920 

2011
                 
Core
                 
AQ1
78,534 
73,689  
94,704  
4,566  
477,746  
468 
69,220 
13,247 
812,174  
AQ2
342  
1,877  
13,970 
91  
7,5 00 
— 
23,404  
3,122  
50,306  
AQ3
56  
1,967  
30,082  
546  
10,360  
— 
22,319  
4,354  
69,684  
AQ4
18  
1,557  
97,001 
759  
13,475 
— 
38,808 
5,655 
157,273 
AQ5
90  
1,256  
105,392  
79  
5,087  
45  
33,226  
4,092  
149,267  
AQ6
9
140  
41,476  
46  
1,987  
— 
16,118  
1,634  
61,410  
AQ7
8
432  
27,114  
13  
796  
— 
17,514  
949  
46,826  
AQ8
7
20  
9,857  
19  
666 
— 
4,068  
236  
14,873  
AQ9
5
83  
11,515  
592  
272 
1,769  
898  
15,138  
AQ10
164  
264  
339 
— 
1,274  
180  
2,228  
Past due
— 
2
9,451  
1,623  
— 
— 
— 
— 
11,076  
Impaired
— 
136  
15,17
— 
— 
413  
— 
— 
15,719 
Impairment provision
— 
(122)
(8,292)
— 
— 
(25)
— 
— 
(8,439)
Group
79,070  
81,201  
447,704 
7,752  
518,548  
1,173 
227,720  
34,367 
1,397,535 

2010
                 
AQ1
56,637 
91,298 
103,645 
6,814 
396,419 
366 
71,091 
9,651 
735,921 
AQ2
14 
550 
10,534 
1,271 
2,243 
24,923 
1,728 
41,266 
AQ3
48 
2,165 
22,851 
155 
3,132 
— 
23,546 
4,268 
56,165 
AQ4
10 
539 
85,779 
571 
3,017 
36,909 
5,070 
131,901 
AQ5
99 
2,247 
100,051 
64 
3,988 
15 
35,302 
4,924 
146,690 
AQ6
138 
53,498 
34 
805 
— 
24,050 
2,140 
80,668 
AQ7
154 
38,438 
595 
69 
17,605 
2,309 
59,173 
AQ8
— 
15 
13,290 
14 
257 
— 
8,617 
9,434 
31,627 
AQ9
— 
107 
9,898 
237 
50 
3,442 
886 
14,622 
AQ10
300 
2,777 
368 
— 
1,500 
250 
5,202 
Past due
— 
10,744 
2,629 
— 
— 
— 
— 
13,376 
Impaired
— 
144 
13,367 
— 
— 
375 
— 
— 
13,886 
Impairment provision
— 
(126)
(7,740)
— 
— 
(29)
— 
— 
(7,895)
Group
56,818 
97,534 
457,132 
11,557 
411,061 
855 
246,985 
40,660 
1,322,602 

For the note relating to this table refer to page 132.
 
 
131

 
 
Business review Risk and balance sheet management continued

Risk management: Credit risk   continued
Balance sheet analysis: Asset quality continued

 
Cash and  
balances  
at central 
 banks 
Loans and  
advances 
 to banks (1) 
Loans and 
advances to  
 customers 
Settlement 
balances 
Derivatives 
Other 
financial 
instruments 
Commitments 
Contingent   
liabilities 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Non-Core
                 
AQ1
58  
503  
18,733  
16  
3,876  
88  
6,136  
829 
30,239  
AQ2
— 
4
1,652 
677  
— 
865  
32  
3,232  
AQ3
140  
14  
2,748  
— 
459  
— 
1,152  
73  
4,586  
AQ4
1
55  
6,616 
946  
— 
1,263  
192  
9,074 
AQ5
— 
5
7,145  
— 
1,429  
— 
1,367  
209  
10,155  
AQ6
— 
48  
6,416  
— 
234  
— 
1,035  
28  
7,761  
AQ7
— 
— 
4,265  
— 
1,597  
— 
1,649  
88  
7,599  
AQ8
— 
10  
2,014  
— 
586  
— 
91  
40  
2,741  
AQ9
— 
— 
4,491  
— 
558  
48  
517  
45  
5,659  
AQ10
— 
— 
306  
— 
708  
— 
1,080  
41  
2,135  
Accruing past due
— 
— 
1,544 
— 
— 
— 
— 
— 
1,544 
Impaired
— 
1
23,440 
— 
— 
1
— 
— 
23,442 
Impairment provision
— 
(1)
(11,468)
— 
— 
(1)
— 
— 
(11,470)
Group
199  
639  
67,902 
19  
11,070  
136  
15,155  
1,577 
96,697 

2010
                 
AQ1
18 
654 
22,799 
12,070 
292 
7,637 
94 
43,565 
AQ2
— 
48 
2,748 
— 
416 
— 
1,205 
252 
4,669 
AQ3
— 
32 
3,130 
185 
— 
2,185 
69 
5,602 
AQ4
178 
100 
9,998 
— 
374 
— 
4,118 
1,452 
16,220 
AQ5
— 
75 
14,745 
— 
872 
129 
3,310 
245 
19,376 
AQ6
— 
21 
11,999 
— 
265 
— 
1,941 
90 
14,316 
AQ7
— 
24 
7,634 
— 
262 
— 
1,147 
147 
9,214 
AQ8
— 
— 
3,283 
— 
146 
— 
672 
111 
4,212 
AQ9
— 
4,365 
— 
213 
30 
447 
46 
5,109 
AQ10
— 
55 
2,867 
— 
1,213 
— 
1,329 
157 
5,621 
Accruing past due
— 
2,686 
46 
— 
— 
— 
— 
2,739 
Impaired
— 
22,189 
— 
— 
— 
— 
— 
22,190 
Impairment provision
— 
(1)
(10,315)
— 
— 
— 
— 
— 
(10,316)
Group before RFS MI
196 
1,024 
98,128 
48 
16,016 
451 
23,991 
2,663 
142,517 

Note:
(1)
Excluding items in the course of collection from other banks of £1,470 million (2010 - £1,958 million; 2009 - £2,533 million).

 
132

 
Business review Risk and balance sheet management continued

Debt securities
The table below analyses debt securities by issuer and external ratings. Ratings are based on the lower of S&P, Moody’s and Fitch.

 
Central and local government
Banks 
£m  
Other 
financial 
institutions 
£m  
Corporate  
£m  
Total  
£m 
Total 
Of which 
ABS (1)
£m 
2011
UK  
£m  
US 
£m  
Other  
£m  
Total
                 
AAA
22,451 
45 
32,522 
5,155 
15,908 
452 
76,533 
37 
17,156 
AA to AA+
— 
40,435 
2,000 
2,497 
30,403 
639 
75,974 
36 
33,615 
A to AA-
— 
24,966 
6,387 
4,979 
1,746 
38,079 
18 
6,331 
BBB- to A-
— 
— 
2,194 
2,287 
2,916 
1,446 
8,843 
4,480 
Non-investment grade
— 
— 
924 
575 
5,042 
1,275 
7,816 
4,492 
Unrated
— 
39 
1,380 
411 
1,835 
1,235 
 
22,451 
40,484 
62,608 
16,940 
60,628 
5,969 
209,080 
100 
67,309 
                   
Core
                 
AAA
22,112 
45 
32,489 
4,601 
13,245 
448 
72,940 
37 
14,534 
AA to AA+
— 
40,435 
1,995 
2,434 
28,125 
565 
73,554 
38 
31,323 
A to AA-
— 
24,964 
6,302 
3,348 
1,614 
36,229 
18 
4,731 
BBB- to A-
— 
— 
2,194 
2,272 
1,727 
1,232 
7,425 
3,188 
Non-investment grade
— 
— 
723 
559 
2,542 
1,048 
4,872 
2,552 
Unrated
— 
25 
821 
260 
1,110 
785 
 
22,112 
40,484 
62,366 
16,193 
49,808 
5,167 
196,130 
100 
57,113 
                   
Non-Core
                 
AAA
339 
— 
33 
554 
2,663 
3,593 
28 
2,622 
AA to AA+
— 
— 
63 
2,278 
74 
2,420 
19 
2,292 
A to AA-
— 
— 
85 
1,631 
132 
1,850 
14 
1,600 
BBB- to A-
— 
— 
— 
15 
1,189 
214 
1,418 
11 
1,292 
Non-investment grade
— 
— 
201 
16 
2,500 
227 
2,944 
23 
1,940 
Unrated
— 
— 
14 
559 
151 
725 
450 
 
339 
— 
242 
747 
10,820 
802 
12,950 
100 
10,196 

For notes relating to this table refer to page 134.
 
 
133

 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis: Debt securities continued

 
Central and local government
Banks 
£m  
Other 
financial 
institutions 
£m  
Corporate  
£m  
Total  
£m 
Total (2)
Of which 
ABS (1)
£m 
2010
UK  
£m  
US 
£m  
Other  
£m  
Total
                 
AAA
13,486 
38,009 
44,123 
10,704 
39,388 
878 
146,588 
67 
51,235 
AA to AA+
— 
— 
18,025 
3,511 
6,023 
616 
28,175 
13 
6,335 
A to AA-
— 
— 
9,138 
4,926 
2,656 
1,155 
17,875 
3,244 
BBB- to A-
— 
— 
2,845 
1,324 
3,412 
2,005 
9,586 
3,385 
Non-investment grade
— 
— 
1,770 
1,528 
5,522 
2,425 
11,245 
4,923 
Unrated
— 
— 
54 
480 
2,552 
925 
4,011 
1,703 
 
13,486 
38,009 
75,955 
22,473 
59,553 
8,004 
217,480 
100 
70,825 
                   
Core
                 
AAA
13 , 110  
37 , 698  
44 , 101  
10 , 532  
35 , 595  
839  
141 , 875  
70  
47 , 441  
AA to AA+
— 
— 
18 , 025  
3 , 485  
3 , 242  
612  
25 , 364  
13  
3 , 656  
A to AA-
— 
— 
9 , 138  
4 , 420  
1 , 605  
1 , 089  
16 , 252  
8
1 , 879  
BBB- to A-
— 
— 
2 , 845  
1 , 050  
1 , 412  
1 , 903  
7 , 210  
4
1 , 108  
Non-investment grade
— 
— 
1 , 464  
1 , 444  
3 , 658  
2 , 014  
8 , 580  
4
3 , 052  
Unrated
— 
— 
53  
420  
1 , 375  
768  
2 , 616  
1
978  
 
13 , 110  
37 , 698  
75 , 626  
21 , 351  
46 , 887  
7 , 225  
201 , 897  
100  
58 , 114  
                   
Non-Core
                 
AAA
376  
311  
22  
172  
3 , 793  
39  
4 , 713  
30  
3 , 794  
AA to AA+
— 
— 
— 
26  
2 , 781  
4
2 , 811  
18  
2 , 679  
A to AA-
— 
— 
— 
506  
1 , 051  
66  
1 , 623  
11  
1 , 365  
BBB- to A-
— 
— 
— 
274  
2 ,000 
102  
2 , 376  
15  
2 , 277  
Non-investment grade
— 
— 
306 
84 
1 , 864 
411 
2 , 665 
17 
1 , 871 
Unrated
— 
— 
60 
1 , 177 
157 
1 , 395 
725 
 
376 
311 
329 
1 , 122 
12 , 666 
779 
15 , 583 
100 
12 , 711 

2009
                 
AAA
26,601 
28,210 
44,155 
13,208 
49,363 
4,021 
165,558 
66 
65,067 
AA to AA+
— 
— 
22,003 
4,225 
9,602 
1,474 
37,304 
15 
8,942 
A to AA-
— 
— 
13,161 
3,425 
4,563 
1,526 
22,675 
3,886 
BBB- to A-
— 
— 
3,847 
788 
4,727 
1,738 
11,100 
4,243 
Non-investment grade
— 
— 
353 
159 
3,937 
1,630 
6,079 
3,515 
Unrated
— 
— 
509 
232 
3,586 
2,052 
6,379 
1,949 
Group before RFS MI
26,601 
28,210 
84,028 
22,037 
75,778 
12,441 
249,095 
100 
87,602 
RFS MI
721 
183 
11,871 
3,803 
675 
906 
18,159 
 
580 
Group
27,322 
28,393 
95,899 
25,840 
76,453 
13,347 
267,254 
 
88,182 

Notes:
(1)
Asset-backed securities.
(2)
Percentage calculated on Group before RFS MI.
 
Key points
·   
The decrease in AAA rated debt securities relates to the downgrading of US government and agencies to AA+ by S&P during the year.

·   
The proportion of debt securities rated A to AA- increased to 18%, principally reflecting the Japanese government downgrade in 2011.
 
·   
Non-investment grade and unrated debt securities accounted for 5% of the debt securities portfolio at 31 December 2011, down from 7% in the prior year.
 
 
134

 
Business review Risk and balance sheet management continued

The table below analyses debt securities by issuer and measurement classification. The categorisation of debt securities has been revised to include asset-backed securities (ABS) by class of issuer. The main changes are to US central and local government which includes US federal agencies, and financial institutions which now includes US government sponsored agencies and securitisation entities. 2010 data are presented on the revised basis.

 
Central and local government
Banks 
Other 
financial 
institutions 
Corporate 
Total  
Of which 
ABS 
 
UK  
US 
Other  
2011
£m  
£m  
£m  
£m 
£m 
£m 
£m 
£m 
Held-for-trading (HFT)
9,004 
19,636 
36,928 
3,400 
23,160 
2,948 
95,076 
20,816 
Designated as at fair value through profit or loss
— 
127 
53 
457 
647 
558 
Available-for-sale
13,436 
20,848 
25,552 
13,175 
31,752 
2,535 
107,298 
40,735 
Loans and receivables
10 
— 
312 
5,259 
477 
6,059 
5,200 
 
22,451 
40,484 
62,608 
16,940 
60,628 
5,969 
209,080 
67,309 
                 
Total of which US agencies
— 
4,896 
— 
— 
25,924 
— 
30,820 
28,558 
Short positions (HFT)
(3,098)
(10,661)
(19,136)
(2,556)
(2,854)
(754)
(39,059)
(352)
                 
Available-for-sale
               
Gross unrealised gains
1,428 
1,311 
1,180 
52 
913 
94 
4,978 
1,001 
Gross unrealised losses
— 
— 
(171)
(838)
(2,386)
(13)
(3,408)
(3,158)
                 
2010
               
Held-for-trading
5,097 
15,648 
42,828 
5,486 
23,711 
6,099 
98,869 
21,988 
Designated as at fair value through profit or loss
117 
262 
10 
402 
119 
Available-for-sale
8,377 
22,244 
32,865 
16,982 
29,148 
1,514 
111,130 
42,515 
Loans and receivables
11 
— 
— 
6,686 
381 
7,079 
6,203 
 
13,486 
38,009 
75,955 
22,473 
59,553 
8,004 
217,480 
70,825 
                 
Total of which US agencies
— 
6,811 
— 
— 
21,686 
— 
28,497 
25,375 
Short positions (HFT)
(4,200)
(10,943)
(18,913)
(1,844)
(3,356)
(1,761)
(41,017)
(1,335)
                 
Available-for-sale
               
Gross unrealised gains
349 
525 
700 
143 
827 
51 
2,595 
1,057 
Gross unrealised losses
(10)
(2)
(618)
(786)
(2,626)
(55)
(4,097)
(3,396)


Key points
·   
Held-for-trading debt securities decreased by £3.8 billion during the year due to a reduction in trading volumes. The reduction in sovereign exposures in the eurozone and other countries, in response to the current economic environment, was offset by an increase in US and UK government bonds .

·   
The Group’s AFS portfolio decreased by £3.8 billion . UK government bonds increased by £5.1 billion, principally in the Group Treasury portfolio .

 
135

 
Business review Risk and balance sheet management continued

Risk management: Credit risk   continued
Balance sheet analysis   continued

Asset-backed securities
The Group structures, originates, distributes and trades debt in the form of loan, bond and derivative instruments in all major currencies and debt capital markets in North America, Western Europe, Asia and major emerging markets. The carrying value of the Group's debt securities is detailed below.

     
2009
 
2011 
Group 
2010 
Group 
Group  
before  
RFS MI 
Group  
 
£bn 
£bn 
£bn  
£bn  
Securities issued by central and local governments
125.5 
127.5 
138.8 
151.6 
Securities issued by corporates
6.0 
8.0 
12.5 
13.3 
Securities issued by banks and other financial institutions
77.6 
82.0 
97.8 
102.4 
 
209.1 
217.5 
249.1  
267.3 
         
Asset-backed securities
67.3  
70.8 
87.6  
88.2 


The Group’s credit market activities gave rise to risk concentrations in asset-backed securities (ABS). The Group has exposures to ABS , which are predominantly debt securities, but can also be held in derivative form. ABS have an interest in an underlying pool of referenced assets. The risks and rewards of the referenced pool are passed onto investors by the issue of securities with varying seniority by a special purpose entity.

Debt securities include residential mortgage-backed securities (RMBS), commercial mortgage-backed securities (CMBS), collateralised debt obligations (CDOs), collateralised loan obligations (CLOs) and other ABS. In many cases , the risk associated with these assets is hedged by credit derivatives. The counterparties to some of these hedge transactions are monoline insurers.

The following tables summarise the gross and net exposures and carrying values of these securities by the location of the underlying assets at 31 December 2011, 2010 and 2009. Gross exposures represent the principal amounts relating to ABS. Government sponsored or similar RMBS comprises securities that are: (a) guaranteed or effectively guaranteed by the US government, by way of its support for US federal agencies and government sponsored enterprises or (b) guaranteed by the Dutch government. Net exposures represent the carrying value after taking account of protection purchased from monoline insurers and other counterparties, but exclude the effect of counterparty credit valuation adjustments. The hedge provides credit protection of both principal and interest cash flows in the event of default by the counterparty. The value of this protection is based on the underlying instrument being protected.

 
136

 
Business review Risk and balance sheet management continued
 
Asset-backed securities by product, geography and measurement classification

           
FVTPL (1)
   
 
US 
UK 
Europe 
RoW 
Total 
HFT (2) 
DFV (3) 
AFS (4) 
LAR (5) 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Gross exposure
                 
RMBS: government sponsored or  similar
27,549  
5,884  
2
33,435  
15,031  
18,404  
RMBS: prime
1,201  
3,487  
1,541  
484  
6,713  
1,090  
567  
4,977  
79  
RMBS: non-conforming
1,220  
2,197  
74  
3,491  
717  
1,402  
1,372  
RMBS: sub-prime
1,847  
427  
94  
2
2,370  
2,183  
22  
165  
MBS: covered bond
133  
203  
8,256  
8,592  
8,592  
CMBS
1,623  
1,562  
883  
1
4,069  
2,001  
862  
1,206  
CDOs
7,889  
72  
469  
8,430  
4,455  
3,885  
90  
CLOs
5,019  
156  
1,055  
6,230  
1,294  
4,734  
202  
ABS covered bond
21  
71  
948  
4
1,044  
1,044  
Other ABS
2,085  
1,844  
1,746  
992 
6,667 
1,965  
17  
2,389 
2,296  
 
48,587  
10,019  
20,950  
1,485 
81,041 
28,736  
584  
46,311 
5,410  
                   
Carrying value
                 
RMBS: government sponsored or  similar
28,022  
— 
5,549  
2
33,573  
15,132  
18,441  
RMBS: prime
1,035  
3,038  
1,206  
466  
5,745  
872  
558  
4,243  
72  
RMBS: non-conforming
708  
1,897  
74  
2,679  
327  
980  
1,372  
RMBS: sub-prime
686  
144  
72  
2
904  
737  
9
158  
MBS: covered bond
136  
209  
7,175  
7,520  
7,520  
CMBS
1,502  
1,253  
635  
1
3,391  
1,513  
716  
1,162  
CDOs
1,632  
31  
294  
1,957  
315  
1,555  
87  
CLOs
4,524  
98  
719  
5,341  
882  
4,280  
179  
ABS covered bond
19  
70  
953  
4
1,046  
— 
1,046  
— 
Other ABS
1,715  
947  
1,525  
966 
5,153 
1,038  
1,945 
2,170  
 
39,979  
7,687  
18,202  
1,441 
67,309 
20,816  
558  
40,735 
5,200  
                   
Net exposure
                 
RMBS: government sponsored or  similar
28,022  
— 
5,549  
2
33,573  
15,132  
18,441  
RMBS: prime
825  
3,456  
1,005  
458  
5,744  
447  
557  
4,668  
72  
RMBS: non-conforming
677  
2,225  
74  
2,976  
284  
1,320  
1,372  
RMBS: sub-prime
385  
138  
67  
2
592  
434  
— 
158  
MBS: covered bond
136  
209  
7,175  
7,520  
7,520  
CMBS
860  
1,253  
543  
1
2,657  
777  
718  
1,162  
CDOs
1,030  
31  
294  
1,355  
304  
964  
87  
CLOs
1,367  
98  
712  
2,177  
827  
1,171  
179  
ABS covered bond
19  
70  
952  
4
1,045  
1,045  
— 
Other ABS
1,456  
843  
1,527  
804 
4,630 
617  
1,941 
2,071  
 
34,777  
8,323  
17,898  
1,271 
62,269 
18,822 
557  
37,788 
5,101  

For notes relating to this table refer to page 139 .
 
 
137

 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis: Asset-backed securities by product, geography and measurement classification continued

           
FVTPL (1)
   
 
US 
UK 
Europe 
RoW 
Total 
HFT (2) 
DFV (3) 
AFS (4) 
LAR (5) 
2010
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Gross exposure
                 
RMBS: government sponsored or  similar
24,207 
16 
6,422 
— 
30,645 
13,840 
— 
16,805 
— 
RMBS: prime
1,784 
3,385 
1,118 
192 
6,479 
1,605 
4,749 
124 
RMBS: non-conforming
1,249 
2,107 
92 
— 
3,448 
708 
— 
1,313 
1,427 
RMBS: sub-prime
792 
365 
139 
221 
1,517 
819 
— 
496 
202 
MBS: covered bond
138 
208 
8,525 
— 
8,871 
— 
— 
8,871 
— 
CMBS
3,086 
1,451 
912 
45 
5,494 
2,646 
120 
1,409 
1,319 
CDOs
12,156 
128 
453 
— 
12,737 
7,951 
— 
4,687 
99 
CLOs
6,038 
134 
879 
7,060 
1,062 
— 
5,572 
426 
ABS covered bond
— 
— 
1,908 
— 
1,908 
— 
— 
1,908 
— 
Other ABS
3,104 
1,144 
963 
1,705 
6,916 
1,533 
— 
2,615 
2,768 
 
52,554 
8,938 
21,411 
2,172 
85,075 
30,164 
121 
48,425 
6,365 
                   
Carrying value
                 
RMBS: government sponsored or  similar
24,390 
16 
5,958 
— 
30,364 
13,765 
— 
16,599 
— 
RMBS: prime
1,624 
3,000 
931 
192 
5,747 
1,384 
4,249 
113 
RMBS: non-conforming
1,084 
1,959 
92 
— 
3,135 
605 
— 
1,102 
1,428 
RMBS: sub-prime
638 
255 
120 
205 
1,218 
681 
— 
344 
193 
MBS: covered bond
142 
208 
7,522 
— 
7,872 
— 
— 
7,872 
— 
CMBS
2,936 
1,338 
638 
38 
4,950 
2,262 
118 
1,281 
1,289 
CDOs
3,135 
69 
254 
— 
3,458 
1,341 
— 
2,021 
96 
CLOs
5,334 
102 
635 
6,074 
691 
— 
4,958 
425 
ABS covered bond
— 
— 
1,861 
— 
1,861 
— 
— 
1,861 
— 
Other ABS
2,780 
945 
754 
1,667 
6,146 
1,259 
— 
2,228 
2,659 
 
42,063 
7,892 
18,765 
2,105 
70,825 
21,988 
119 
42,515 
6,203 
                   
Net exposure
                 
RMBS: government sponsored or  similar
24,390 
16 
5,958 
— 
30,364 
13,765 
— 
16,599 
— 
RMBS: prime
1,523 
2,948 
596 
192 
5,259 
897 
4,248 
113 
RMBS: non-conforming
1,081 
1,959 
92 
— 
3,132 
602 
— 
1,102 
1,428 
RMBS: sub-prime
289 
253 
112 
176 
830 
305 
— 
332 
193 
MBS: covered bond
142 
208 
7,522 
— 
7,872 
— 
— 
7,872 
— 
CMBS
1,823 
1,336 
458 
38 
3,655 
1,188 
10 
1,230 
1,227 
CDOs
1,085 
39 
245 
— 
1,369 
743 
— 
530 
96 
CLOs
1,387 
102 
629 
2,119 
673 
— 
1,021 
425 
ABS covered bond
— 
— 
1,861 
— 
1,861 
— 
— 
1,861 
— 
Other ABS
2,293 
748 
748 
1,659 
5,448 
690 
— 
2,220 
2,538 
 
34,013 
7,609 
18,221 
2,066 
61,909 
18,863 
11 
37,015 
6,020 

For notes relating to this table refer to page 139 .

 
138

 
Business review Risk and balance sheet management continued
           
FVTPL (1)
   
 
US 
UK 
Europe 
RoW  
Total 
HFT (2)
DFV (3)
AFS (4)
LAR (5) 
2009
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m  
Gross exposure
                 
RMBS: government sponsored or  similar
26,644 
17 
7,016 
94 
33,771 
13,536 
— 
20,235 
— 
RMBS: prime
2,965 
5,276 
4,567 
222 
13,030 
6,274 
147 
5,761 
848 
RMBS: non-conforming
1,341 
2,138 
128 
— 
3,607 
635 
— 
1,498 
1,474 
RMBS: sub-prime
1,668 
724 
195 
561 
3,148 
1,632 
17 
1,020 
479 
MBS: covered bond
49 
297 
9,019 
— 
9,365 
— 
— 
9,365 
— 
CMBS
3,422 
1,781 
1,420 
75 
6,698 
2,936 
209 
1,842 
1,711 
CDOs
12,382 
329 
571 
27 
13,309 
9,080 
3,923 
305 
CLOs
9,092 
166 
2,169 
1,173 
12,600 
5,346 
— 
6,581 
673 
ABS covered bond
— 
— 
2,206 
— 
2,206 
— 
— 
2,206 
— 
Other ABS
3,587 
1,980 
2,825  
1,569 
9,961 
2,912 
18 
3,046 
3,985 
 
61,150 
12,708 
30,116 
3,721 
107,695 
42,351 
392 
55,477 
9,475 
                   
Carrying value
                 
RMBS: government sponsored or  similar
26,984 
17 
6,870 
33 
33,904 
13,397 
— 
20,507 
— 
RMBS: prime
2,696 
4,583 
4,009 
212 
11,500 
5,133 
141 
5,643 
583 
RMBS: non-conforming
958 
1,957 
128 
— 
3,043 
389 
— 
1,180 
1,474 
RMBS: sub-prime
977 
314 
146 
387 
1,824 
779 
17 
704 
324 
MBS: covered bond
50 
288 
8,734 
— 
9,072 
— 
— 
9,072 
— 
CMBS
3,237 
1,305 
924 
43 
5,509 
2,279 
216 
1,637 
1,377 
CDOs
3,275 
166 
400 
27 
3,868 
2,064 
1,600 
203 
CLOs
6,736 
112 
1,469 
999 
9,316 
3,296 
— 
5,500 
520 
ABS covered bond
— 
— 
2,200 
— 
2,200 
— 
— 
2,200 
— 
Other ABS
2,886 
1,124 
2,169  
1,187 
7,366  
1,483 
19 
2,421  
3,443 
 
47,799 
9,866 
27,049 
2,888 
87,602 
28,820 
394 
50,464 
7,924 
                   
Net exposure
                 
RMBS: government sponsored or  similar
26,984 
17 
6,870 
33 
33,904 
13,397 
— 
20,507 
— 
RMBS: prime
2,436 
3,747 
3,018 
172 
9,373 
3,167 
142 
5,480 
584 
RMBS: non-conforming
948 
1,957 
128 
— 
3,033 
379 
— 
1,180 
1,474 
RMBS: sub-prime
565 
305 
137 
290 
1,297 
529 
17 
427 
324 
MBS: covered bond
50 
288 
8,734 
— 
9,072 
— 
— 
9,072 
— 
CMBS
2,245 
1,228 
595 
399 
4,467 
1,331 
203 
1,556 
1,377 
CDOs
743 
124 
382 
26 
1,275 
521 
550 
203 
CLOs
1,636 
86 
1,104 
39 
2,865 
673 
— 
1,672 
520 
ABS covered bond
— 
— 
2,200 
— 
2,200 
— 
— 
2,200 
— 
Other ABS
2,117 
839 
2,131  
1,145 
6,232  
483 
19 
2,421  
3,309 
 
37,724 
8,591 
25,299 
2,104 
73,718 
20,480 
382 
45,065 
7,791 

Notes:
(1)
Fair value through profit or loss.
(2)
Held-for-trading.
(3)
Designated as at fair value.
(4)
Available-for-sale.
(5)
Loans and receivables.
 
 
139

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis: Asset-backed securities continued
The table below summarises the rating levels of ABS carrying values. Credit ratings are based on those from rating agencies Standard & Poor’s (S&P), Moody’s and Fitch and have been mapped onto the S&P scale.

 
RMBS (1)
             
 
Government 
sponsored 
or similar (2)
Prime 
Non- 
conforming 
Sub-prime 
MBS 
covered 
bond 
CMBS (3)
CDOs (4)
CLOs (5)
ABS 
covered 
bond 
Other 
ABS 
Total 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
AAA
4,169 
3,599  
1,488 
105  
2,595  
647 
135  
2,171 
625  
1,622  
17,156  
AA to AA+
29,252 
669  
106 
60  
379  
710  
35  
1,533 
321 
550  
33,615  
A to AA-
131 
506  
110 
104  
2,567  
1,230  
161  
697  
100  
725  
6,331 
BBB- to A-
39  
288 
93  
1,979 
333  
86  
341  
1,321  
4,480  
Non-investment grade
21 
784  
658 
396  
415  
1,370  
176  
672  
4,492  
Unrated
148 
29 
146 
56  
170 
423  
263  
1,235 
 
33,573 
5,745  
2,679 
904 
7,520  
3,391 
1,957 
5,341 
1,046  
5,153 
67,309 
                       
2010
                     
AAA
28,835 
4,355 
1,754 
317 
7,107 
2,789 
444 
2,490 
988 
2,156 
51,235 
AA to AA+
1,529 
147 
144 
116 
357 
392 
567 
1,786 
681 
616 
6,335 
A to AA-
— 
67 
60 
212 
408 
973 
296 
343 
192 
693 
3,244 
BBB- to A-
— 
82 
316 
39 
— 
500 
203 
527 
— 
1,718 
3,385 
Non-investment grade
— 
900 
809 
458 
— 
296 
1,863 
332 
— 
265 
4,923 
Unrated
— 
196 
52 
76 
— 
— 
85 
596 
— 
698 
1,703 
 
30,364 
5,747 
3,135 
1,218 
7,872 
4,950 
3,458 
6,074 
1,861 
6,146 
70,825 
                       
2009
                     
AAA
33,779 
9,211 
1,981 
578 
8,645 
3,441 
615 
2,718 
1,933 
2,166 
65,067 
AA to AA+
125 
676 
197 
121 
360 
599 
944 
4,365 
267 
1,288 
8,942 
A to AA-
— 
507 
109 
306 
67 
1,022 
254 
607 
— 
1,014 
3,886 
BBB- to A-
— 
547 
160 
87 
— 
298 
944 
260 
— 
1,947 
4,243 
Non-investment grade
— 
558 
594 
579 
— 
147 
849 
636 
— 
152 
3,515 
Unrated
— 
153 
— 
262 
730 
— 
799 
1,949 
 
33,904 
11,500 
3,043 
1,824 
9,072 
5,509 
3,868 
9,316 
2,200 
7,366 
87,602 

Notes:
(1)
Residential mortgage-backed securities.
(2)
Includes US agency and Dutch government guaranteed securities.
(3)
Commercial mortgage-backed securities.
(4)
Collateralised debt obligations.
(5)
Collateralised loan obligations.


Key points
·   
Carrying value of total ABS decreased by £3.5 billion during 2011. US government sponsored RMBS increased by £3.6 billion, reflecting a move towards G10 governments generally, partially off-set by decrease in European exposure. There were reductions across all other portfolios.

·   
The decrease in AAA rated debt securities mainly relates to the downgrading of US government and agencies to AA+ by S&P during the year .
 
·   
CDOs and CLOs decreased by £2.2 billion principally reflecting asset reductions in Non - Core .

·   
The decrease in CMBS of £1.6 billion, primarily reflecting restructuring of certain monoline exposures.

·   
The average mark of total ABS was 83%, broadly the same as 2010 and 2009.

 
140

 
Business review Risk and balance sheet management continued

Non-investment grade and unrated ABS
The table below summarises the carrying values by accounting classification of non-investment grade or not publicly rated ABS.

 
Non-investment grade
 
Unrated
 
HFT 
AFS 
LAR 
Total 
 
HFT 
AFS 
LAR 
Total 
2011
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
RMBS: G10 governments
— 
21  
— 
21  
 
— 
— 
— 
— 
RMBS: prime
312 
417  
54 
783  
 
148  
— 
— 
148  
RMBS: non-conforming
279  
372  
7
658  
 
28  
— 
— 
28  
RMBS: sub-prime
387 
9
— 
396 
 
146  
— 
— 
146  
CMBS
307 
10  
98 
415 
 
56  
— 
— 
56  
CDOs
116 
1,215  
40 
1,371 
 
130  
40  
— 
170  
CLOs
131 
— 
44 
175 
 
284  
139  
— 
423  
Other ABS
150 
12  
511 
673 
 
12  
70  
182  
264  
 
1,682 
2,056  
754 
4,492 
 
804  
249  
182  
1,235  
                   
2010
                 
RMBS: prime
354 
535 
11 
900 
 
196 
— 
— 
196 
RMBS: non-conforming
389 
414 
809 
 
52 
— 
— 
52 
RMBS: sub-prime
437 
21 
— 
458 
 
76 
— 
— 
76 
CMBS
198 
17 
81 
296 
 
— 
— 
— 
— 
CDOs
691 
1,151 
21 
1,863 
 
85 
— 
— 
85 
CLOs
239 
88 
332 
 
267 
329 
— 
596 
Other ABS
148 
17 
100 
265 
 
191 
162 
345 
698 
 
2,456 
2,160 
307 
4,923 
 
867 
491 
345 
1,703 
                   
2009
                 
RMBS: prime
120 
430 
558 
 
— 
— 
RMBS: non-conforming
253 
341 
— 
594 
 
— 
— 
RMBS: sub-prime
339 
240 
— 
579 
 
153 
— 
— 
153 
CMBS
89 
55 
147 
 
— 
CDOs
487 
300 
62 
849 
 
143 
119 
— 
262 
CLOs
269 
359 
636 
 
207 
523 
— 
730 
Other ABS
78 
63 
11 
152 
 
270 
134 
395 
799 
 
1,635 
1,736 
144 
3,515 
 
774 
779 
396 
1,949 

 
141

 
 
Business review Risk and balance sheet management continued

Risk management: Credit risk   continued
Balance sheet analysis   continued

Residential mortgage-backed securities
RMBS are securities that represent an interest in a portfolio of residential mortgages. Repayments made on the underlying mortgages are used to make payments to holders of the RMBS. The risk of the RMBS will vary primarily depending on the quality and geographic region in which the underlying mortgage assets are located and the credit enhancement of the securitisation structure. Several tranches of notes are issued, each secured against the same portfolio of mortgages, but providing differing levels of seniority to match the risk appetite of investors. The most junior (or equity) notes will suffer early capital and interest losses experienced by the referenced mortgage collateral, with each more senior note benefiting from the protection provided by the subordinated notes below. Additional credit enhancements may be provided to the holder of senior RMBS notes, including provided by monoline insurers.
 
The main categories of mortgages that serve as collateral to RMBS held by the Group with related vintages are set out below and described in the Glossary on pages 440 to 447. The US market has more established definitions of differing underlying mortgage quality and these are used as the basis for the Group's RMBS categorisation.

The Group classifies RMBS as sub-prime or Alt-A based on industry standard criteria, including Fair Isaac Corporation scores (FICO), level of documentation and loan-to-value (LTV) ratios of the underlying mortgage loans. RMBS are classified as sub-prime if the mortgage portfolio comprises loans with FICO scores between 500 and 650 with full or limited documentation. Mortgages in Alt-A RMBS portfolios have FICO scores of 640 to 720, limited documentation and an original LTV of 70% to 95%. The FICO score is the determining factor in the classification of the Group’s RMBS as sub-prime or Alt-A.

The table below analyses the vintage of the Group's carrying value of RMBS portfolios by geography and classification.


 
By geography
 
By classification
 
US
UK
Other
Europe
RoW
Total
Government sponsored
Covered
bond
Prime
Non-
conforming
Sub-prime
2011
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
2004 and earlier
2,435
56
1,054
42
3,587
2,344
622
428
80
113
2005
1,661
161
3,262
26
5,11 0
1,652
2,333
539
382
204
2006
575
1,407
4,944
97
7,023
1,681
3,272
1,224
628
218
2007
1,540
2,689
3,874
36
8,139
3,588
1,293
1,560
1,482
216
2008
1,154
24
373
127
1,678
1,428
173
75
2
2009
1,364
58
7
1
1,43 0
1,209
163
7
51
2010 and later
21,858
893
562
141
23,454
21,671
1,658
25
100
 
30,587
5,288
14,076
470
50,421
33,573
7,520
5,745
2,679
904
                     
2010
                   
2004 and earlier
4,405
175
1,057
50
5,687
4,148
641
678
90
130
2005
2,579
176
3,435
28
6,218
2,379
2,410
634
567
228
2006
1,082
2,249
5,460
121
8,912
2,106
3,451
2,129
736
490
2007
2,576
2,370
4,135
33
9,114
4,774
1,352
1,280
1,477
231
2008
2,314
58
420
155
2,947
2,598
18
223
104
4
2009 and later
14,922
410
116
10
15,458
14,359
803
161
135
 
27,878
5,438
14,623
397
48,336
30,364
7,872
5,747
3,135
1,218
                     
2009
                   
2004 and earlier
8,504
293
1,760
33
10,590
7,951
752
1,460
99
328
2005
4,221
783
4,252
74
9,330
3,801
2,582
2,173
510
264
2006
1,847
3,116
7,449
216
12,628
2,691
4,135
4,514
690
598
2007
1,844
2,957
5,916
60
10,777
4,394
1,585
2,842
1,529
427
2008 and later
15,249
10
510
249
16,018
15,067
18
511
215
207
 
31,665
7,159
19,887
632
59,343
33,904
9,072
11,500
3,043
1,824
 
 
142

 
Business review Risk and balance sheet management continued
 
Derivatives
The Group's derivative assets by internal asset quality rating and residual maturity are analysed below. Master netting arrangements in respect of mark-to-market (mtm) positions and collateral shown below do not result in a net presentation on the Group’s balance sheet under IFRS.

 
2011
 
2010
 
 
0-
months  
£m 
3 -
months  
£m 
6 - 12  
months  
£m 
1 -
years  
£m 
Over 5  
years  
£m 
Total 
£m 
 
0-
months  
£m 
3 -
months  
£m 
6 - 12  
months  
£m 
1 -
years  
£m 
Over 5  
years  
£m 
Total 
£m 
2009 
Total 
£m 
AQ1
24,580  
10,957  
17,180  
126 , 105  
302,800  
481,622 
 
30,840 
10,755 
17,554 
135,311 
214,029 
408,489 
389,019 
AQ2
326 
236 
431 
2,046 
5,138 
8,177 
 
319 
105 
212 
1,561 
462 
2,659 
11,550 
AQ3
975 
390 
459 
2,811 
6,184 
10,819 
 
1,284 
391 
626 
610 
406 
3,317 
10,791 
AQ4
1,465 
782 
713 
4,093 
7,368 
14,421 
 
989 
155 
240 
1,726 
281 
3,391 
8,296 
AQ5
890 
93 
219 
1,787 
3,527 
6,516 
 
1,016 
81 
201 
1,447 
2,115 
4,860 
8,270 
AQ6
121 
30 
81 
803 
1,186 
2,221 
 
134 
46 
71 
653 
166 
1,070 
2,548 
AQ7
101 
29 
56 
1,674 
533 
2,393 
 
150 
29 
44 
375 
259 
857 
2,181 
AQ8
16 
21 
11 
143 
1,061 
1,252 
 
10 
118 
272 
403 
1,448 
AQ9
254 
876 
1,150 
 
104 
39 
110 
189 
450 
2,030 
AQ10
13 
20 
35 
658 
321 
1,047 
 
170 
11 
52 
353 
995 
1,581 
2,026 
Accruing past due
— 
— 
— 
— 
— 
— 
 
— 
— 
— 
— 
— 
— 
40 
 
28,492 
12,566 
19,192 
140,374 
328,994 
529,618 
 
35,008 
11,582 
19,049 
142,264 
219,174 
427,077 
438,199 
RFS MI
         
— 
           
— 
3,255 
Group
         
529,618 
           
427,077 
441,454 
Counterparty mtm netting
     
(441,626)
           
(330,397)
(358,917)
Cash collateral held against derivative exposures (1)
 
(37,222)
           
(31,096)
(33,667)
Net exposure
     
50,770 
           
65,584 
48,870 

At 31 December 2011 the Group also held collateral in the form of securities of £5.3 billion (2010 - £2.9 billion; 2009 - £3.6 billion).

 
2011
 
2010
 
2009
Contract type
Notional 
£bn 
Assets  
£m 
Liabilities  
£m 
 
Notional 
£bn 
Assets 
£m 
Liabilities 
£m 
 
Notional 
£bn 
Assets 
£m 
Liabilities 
£m 
Interest rate
38,722 
422,156 
406,709 
 
39,760 
311,731 
299,209 
 
43,230 
323,592 
311,415 
Exchange rate
4,479 
74,492 
80,980 
 
4,854 
83,253 
89,375 
 
3,842 
69,283 
63,919 
Credit derivatives
1,054 
26,836 
26,743 
 
1,357 
26,872 
25,344 
 
1,621 
41,748 
39,127 
Equity and commodity
123 
6,134 
9,551 
 
179 
5,221 
10,039 
 
188 
6,831 
9,680 
   
529,618 
523,983 
   
427,077 
423,967 
   
441,454 
424,141 

Key points
·   
Net exposure, after taking account of position and collateral netting arrangements, declined by 23% despite an increase in derivative carrying values , primarily due to the increased use of netting arrangements.

·   
Interest rate contracts increased due to continued reductions in interest rate yields and the depreciation of sterling against the US dollar. This was partially offset by the appreciation of sterling against the euro.
 
·   
Exchange rate contracts decreased due to a reduction in trade volumes and the appreciation of sterling against the euro. This was partially offset by the depreciation of sterling against the US dollar.

·   
Credit derivatives remained flat as the increase from the widening of credit spreads and the depreciation of sterling against the US dollar was offset by a reduction in trade volume.

 
143

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: Derivatives continued
The tables below analyse the Group’s derivative assets by contract type and residual maturity and the effect of position netting and collateral.

 
0- 3
months  
£m 
3 - 6
months  
£m 
6 - 12  
months  
£m 
1 - 5
years  
£m 
Over 5  
years  
£m 
Total 
£m 
Counterparty  
mtm netting  
£m 
Net  
exposure  
£m 
2011
Exchange rate
23,838  
8,434  
9,766  
19,176  
13,278 
74,492 
(57,511)
16,981 
Interest rate
3,977  
3,197 
7,672 
102,163 
305,147 
422,156  
(356,325)
65,831  
Credit derivatives
135  
332  
626  
15,675  
10,068  
26,836  
(23,980)
2,856  
Equity and commodity
542  
603  
1,128  
3,360  
501  
6,134  
(3,810)
2,324  
 
28,492  
12,566 
19,192 
140,374 
328,994 
529,618 
(441,626)
87,992 
                 
Cash collateral held against derivative exposures (1)
         
(37,222)
Net exposure
             
50,770 
                 

2010
               
Exchange rate
28,938 
7,820 
9,360  
23,174 
13,961  
83,253 
(69,509)
13,744 
Interest rate
4,822  
3,533  
7,927  
104,026  
191,423  
311,731 
(236,513)
75,218 
Credit derivatives
497 
99 
313 
12,374 
13,589 
26,872 
(22,728)
4,144 
Equity and commodity
751  
130  
1,449 
2,69
201  
5,221 
(1,647)
3,574 
 
35,008  
11,582  
19,049  
142,264  
219,174  
427,077 
(330,397)
96,680 
           
Cash collateral held against derivative exposures (1)
       
(31,096)
Net exposure
             
65,584 

2009
               
Exchange rate
19,127 
5,824 
7,603 
23,831 
11,967 
68,352 
(47,885)
20,467 
Interest rate
8,415 
8,380 
16,723 
111,144 
176,799 
321,461 
(270,791)
50,670 
Credit derivatives
201 
112 
390 
19,859 
21,186 
41,748 
(36,411)
5,337 
Equity and commodity
1,562 
436 
1,109 
3,057 
474 
6,638 
(3,830)
2,808 
 
29,305 
14,752 
25,825 
157,891 
210,426 
438,199 
(358,917)
79,282 
RFS MI
         
3,255 
— 
3,255 
Group
   
441,454 
(358,917)
82,537 
Cash collateral held against derivative exposures (1)
       
(33,667)
Net exposure
             
48 , 870  
                 

Note:
(1)
At 31 December 2011, in addition to cash collateral the Group holds collateral in the form of securities of £5.3 billion (2010 - £2.9 billion; 2009 - £3.6 billion) against derivative positions.

 
144

 
Business review Risk and balance sheet management continued

Credit derivatives
The Group trades credit derivatives as part of its client led business and to mitigate credit risk. The Group’s credit derivative exposures relating to proprietary trading are minimal. The table below analyses the Group’s bought and sold protection.

 
2011
 
2010
 
Notional
 
Fair value
 
Notional
 
Fair value
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
Bought 
Sold 
 
£bn 
£bn 
 
£bn 
£bn 
 
£bn  
£bn 
 
£bn  
£bn 
Client-led trading and residual risk
401.0 
390.5 
 
17.0 
16.5 
 
386.7 
362.5 
 
8.4 
6.7 
Credit hedging - banking book (1)
15.6 
4.7 
 
0.1 
0.1 
 
16.3 
21.8 
 
0.1 
Credit hedging - trading book
                     
  - Rates
21.2 
17.1 
 
0.9 
1.7 
 
21.9 
10.4 
 
(0.9)
0.2 
  - Credit and mortgage markets
42.9 
28.4 
 
2.3 
1.7 
 
168.1 
172.7 
 
3.5 
3.1 
  - Other
0.9 
0.1 
 
— 
— 
 
0.7 
0.1 
 
— 
Total excluding APS
481.6 
440.8 
 
20.3 
20.0 
 
593.7 
567.5 
 
11.0 
10.1 
APS
131.8 
— 
 
(0.2)
— 
 
195.8 
— 
 
0.6 
— 
 
613.4 
440.8 
 
20.1 
20.0 
 
789.5 
567.5 
 
11.6 
10.1 

Core
                     
Client-led trading
371.0 
369.4 
 
14.6 
14.0 
 
347.5 
343.0 
 
5.2 
4.4 
Credit hedging - banking book
2.2 
1.0 
 
— 
0.1 
 
1.1 
1.0 
 
(0.2)
— 
Credit hedging - trading book
                     
  - Rates
19.9 
16.2 
 
0.9 
1.7 
 
21.7 
10.3 
 
(0.8)
0.2 
  - Credit and mortgage markets
4.6 
4.0 
 
0.3 
0.2 
 
4.4 
4.3 
 
0.2 
0.3 
  - Other
0.7 
0.1 
 
— 
— 
 
0.6 
0.1 
 
— 
— 
 
398.4 
390.7 
 
15.8 
16.0 
 
375.3 
358.7 
 
4.4 
4.9 

Non-Core
                     
Residual risk
30.0 
21.1 
 
2.4 
2.5 
 
39.2 
19.5 
 
3.2 
2.3 
Credit hedging - banking book
13.4 
3.7 
 
0.1 
— 
 
15.2 
20.8 
 
0.
0.
Credit hedging - trading book
                     
  - Rates
1.3 
0.9 
 
— 
— 
 
0.
0.
 
(0.1)
— 
  - Credit and mortgage markets
38.3 
24.4 
 
2.0 
1.5 
 
163.7 
168.4 
 
3.3 
2.8 
  - Other
0.2 
— 
 
— 
— 
 
0.
— 
 
— 
— 
 
83.2 
50.1 
 
4.5 
4.0 
 
218.4 
208.8 
 
6.6 
5.2 
 
The table below analyses the Group’s credit derivative bought and sold, by counterparty

Counterparty
                     
Central and local government - APS
131.8 
— 
 
( 0. 2)
— 
 
195.8 
— 
 
0.6 
— 
Monoline insurers
8.6 
— 
 
0.6 
— 
 
14.9 
— 
 
1.5 
— 
CDPCs
24.5 
— 
 
0.9 
— 
 
25.0 
— 
 
0.8 
— 
Banks
204.1 
202.1 
 
8.5 
10.2 
 
370.7 
370.6 
 
5.0 
5.7 
Other financial institutions
234.8 
231.6 
 
10.5 
9.5 
 
176.6 
195.0 
 
4.4 
4.3 
Corporates
9.6 
7.1 
 
( 0. 2)
0.
 
6.5 
1.9 
 
(0.7)
0.1 
 
613.4 
440.8 
 
20.1 
20.0 
 
789.5 
567.5 
 
11.6 
10.1 

Note:
(1)
Credit hedging in the banking book principally relates to portfolio management in Non-Core.
 
 
145

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis   continued

Monoline insurers
The table below summarises the Group's exposure to monolines, all of which are in Non-Core.

 
2011 
£m 
2010 
£m 
2009 
£m 
Gross exposure to monolines
1,888 
4,023 
6,170 
Hedges with financial institutions
(71)
(71)
(531)
Credit valuation adjustment
(1,198)
(2,443)
(3,796)
Net exposure to monolines
619 
1,509 
1,843 
       
Credit valuation adjustment as a % of gross exposure
63% 
61% 
62% 
  
     
Counterparty and credit risk RWAs *
£3.6bn 
£17.8bn 
£13.7bn 


The net income statement effect relating to monoline exposures is detailed below.

 
2011 
2010 
2009 
 
£m 
£m 
£m 
Credit valuation adjustment at 1 January
(2,443)
(3,796)
(5,988)
Credit valuation adjustment at 31 December
(1,198)
(2,443)
(3,796)
Decrease in credit valuation adjustment
1,245 
1,353 
2,192 
Net debit relating to realisations, hedges, foreign exchange and other movements
(1,878)
(844)
(3,290)
Net credit/(debit) relating to reclassified debt securities
197 
(305)
(1,468)
Net (debit)/credit to income statement (1)
(436)
204 
(2,566)

Note:
(1)
Comprises the following elements:
-  a loss of £670 million (2010 - £5 million; 2009 - £2,387 million) in income from trading activities;
-  impairment (losses)/reversals of £(1) million (2010 - £71 million; 2009 - £(239) million); and
-  other income of £235 million (2010 - £138 million; 2009 - £60 million) relating to reclassified debt securities.
 
The table below summarises monoline exposures by rating. Credit ratings are based on those from rating agencies S&P and Moody's. Where the ratings differ, the lower of the two is taken.

2011
Notional:
protected
assets
£m
Fair value:
reference
protected
assets
£m
Gross
exposure
£m
Credit
valuation
adjustment
£m
Hedges
£m
Net
exposure
£m
A to AA-
4,939
4,243
696
252
444
Non-investment grade
3,623
2,431
1,192
946
71
175
 
8,562
6,674
1,888
1,198
71
619
Of which:
           
CMBS
946
674
272
247
   
CDOs
500
57
443
351
   
CLOs
4,616
4,166
450
177
   
Other ABS
1,998
1,455
543
334
   
Other
502
322
180
89
   
 
8,562
6,674
1,888
1,198
   
 
* unaudited

 
146

 
Business review Risk and balance sheet management continued


2010
Notional:
protected
assets
£m
Fair value:
reference
protected
assets
£m
Gross
exposure
£m
Credit
valuation
adjustment
£m
Hedges
£m
Net
exposure
£m
A to AA-
6,336
5,503
833
272
561
Non-investment grade
8,555
5,365
3,190
2,171
71
948
 
14,891
10,868
4,023
2,443
71
1,509
Of which:
           
CMBS
4,149
2,424
1,725
1,253
   
CDOs
1,133
256
877
593
   
CLOs
6,724
6,121
603
210
   
Other ABS
2,393
1,779
614
294
   
Other
492
288
204
93
   
 
14,891
10,868
4,023
2,443
   

2009
           
A to AA-
7,143
5,875
1,268
378
890
Non-investment grade
12,598
7,696
4,902
3,418
531
953
 
19,741
13,571
6,170
3,796
531
1,843
Of which:
           
CMBS
4,253
2,034
2,219
1,562
   
CDOs
2,284
797
1,487
1,059
   
CLOs
10,007
8,584
1,423
641
   
Other ABS
2,688
1,861
827
412
   
Other
509
295
214
122
   
 
19,741
13,571
6,170
3,796
   

Key points
·   
The exposure to monolines declined during the year, primarily due to the restructuring of some exposures, partially offset by lower prices of underlying reference instruments.

·   
The CVA decreased in line with the reduction in exposure partially offset by the impact of wider credit spreads.

·   
The reduction in the Group’s RWA requirements was driven by the decrease in exposure to monolines. *
 
A number of debt instruments with monoline protection were reclassified from HFT to AFS in 2008. Changes in the fair value of these securities since the reclassification are recognised in the income statement to the extent that they are considered to be impaired. Changes in the fair value of the related monoline CDSs continue to be recorded in the income statement.
 
The fair value of these reclassified debt securities at 31 December 2011 was £4,453 million (1 July 2008 - £5,071 million after adjusting for both principal based cash flows and foreign exchange effects between 1 July 2008 and 31 December 2011). As a result of these reclassifications, total cumulative losses of £254 million have not been recognised in the income statement.
 
 
147

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk   continued
Balance sheet analysis   continued
The Group also has indirect exposures to monoline insurers through wrapped securities and other assets with credit enhancement from monoline insurers. These securities are traded with the benefit of this credit enhancement. Any deterioration in the credit rating of the monoline is reflected in the fair value of these assets.

Credit derivative product companies (CDPCs)
A summary of the Group's exposure to CDPCs , all of which are in Non-Core , is detailed below.
 
2011 
£m 
2010 
£m 
2009 
£m 
Gross exposure to CDPCs
1,896 
1,244 
1,275 
Credit valuation adjustment
(1,034)
(490)
(499)
Net exposure to CDPCs
862 
754 
776 
       
Credit valuation adjustment as a % of gross exposure
55% 
39% 
39% 
       
Counterparty and credit risk RWAs*
£8.4bn 
£7.2bn 
£7.5bn 
       
Capital deductions
£245m 
£280m 
£347m 

The table below details CDPC exposures by rating.
2011
Notional: 
protected 
assets 
£m 
Fair value: 
reference 
protected 
assets 
£m 
Gross 
exposure 
£m 
Credit 
valuation 
adjustment 
£m 
Net 
exposure 
£m 
AAA
213 
212 
— 
A to AA-
646 
632 
14 
11 
Non-investment grade
19,671 
18,151 
1,520 
788 
732 
Unrated
3,974 
3,613 
361 
243 
118 
 
24,504 
22,608 
1,896 
1,034 
862 

2010
         
AAA
213 
212 
— 
A to AA-
644 
629 
15 
11 
Non-investment grade
20,066 
19,050 
1,016 
401 
615 
Unrated
4,165 
3,953 
212 
85 
127 
 
25,088 
23,844 
1,244 
490 
754 

2009
         
AAA
1,658 
1,637 
21 
16 
BBB- to A-
1,070 
1,043 
27 
18 
Non-investment grade
17,696 
16,742 
954 
377 
577 
Unrated
3,926 
3,653 
273 
108 
165 
 
24,350 
23,075 
1,275 
499 
776 

The table below details the net income statement effect arising from CDPC exposures.
 
2011 
2010 
2009 
 
£m 
£m 
£m 
Credit valuation adjustment at 1 January
(490)
(499)
(1,311)
Credit valuation adjustment at 31 December
(1,034)
(490)
(499)
(Increase)/decrease in credit valuation adjustment
(544)
812 
Net credit/(debit) relating to realisations, hedges, foreign exchange and other movements
459 
(150)
(1,769)
Loss from trading activities
(85)
(141)
(957)

Key points
·   
The exposure to CDPCs has increased during the year. This was primarily driven by wider credit spreads of the underlying reference loans and bonds.
 
·   
The CVA increased in line with the increase in exposure.

·   
Counterparty and credit RWAs increased in line with the increase in the exposure. *
 
* unaudited
 
 
148

 
Business review Risk and balance sheet management continued

Other counterparties
The net income statement effect arising from the change in the level of credit valuation adjustments (CVA) for all other counterparties and related trades is shown in the table below.

 
2011 
2010 
2009 
 
£m 
£m 
£m 
Credit valuation adjustment at 1 January
(1,714)
(1,588)
(1,738)
Credit valuation adjustment at 31 December
(2,254)
(1,714)
(1,588)
(Increase)/decrease in credit valuation adjustment
(540)
(126)
150 
Net credit/(debit) relating to realisations, hedges, foreign exchange and other movements
244 
(19)
(841)
Loss from trading activities
(296)
(145)
(691)

Key point
·   
The CVA held against exposures to other counterparties increased during the year, primarily due to wider credit spreads.

Risk elements in lending, provisions and reserves
Risk elements in lending (REIL) comprises impaired loans and accruing loans past due 90 days or more as to principal or interest.

Impaired loans are all loans for which an impairment provision has been established; for collectively assessed loans, impairment loss provisions are not allocated to individual loans and the entire portfolio is included in impaired loans.

Loans are classified as accruing loans past due 90 days or more where they are past due 90 days but where no impairment provision is recognised. This category is used for fully collateralised non revolving credit facilities.
 
 
2011
 
2010
 
2009
 
Core  
£m
Non-Core  
£m  
Total 
£m  
   
Core  
£m 
 
Non-Core  
£m  
Total 
£m
 
Group   before  
 RFS MI 
£m
Total 
£m
Impaired loans
                   
  - UK
8,291 
7,284 
15,575 
 
8,575 
7,835 
16,410 
 
13,869 
13,872  
  - overseas
7,015 
16,157 
23,172 
 
4,936 
14,355 
19,291 
 
17,942 
21,153  
 
15,306 
23,441 
38,747 
 
13,511 
22,190 
35,701 
 
31,811 
35,025  
                     
Accruing loans past due 90 days or more
                   
  - UK
1,192 
508 
1,700 
 
1,434 
939 
2,373 
 
2,235 
2,235 
  - overseas
364 
34 
398 
 
262 
262 
524 
 
943 
989 
 
1,556 
542 
2,098 
 
1,696 
1,201 
2,897 
 
3,178 
3,224  
Total REIL
16,862 
23,983 
40,845 
 
15,207 
23,391 
38,598 
 
34,989 
38,249  
                     
REIL as a % of gross loans and advances (1)
4.4% 
30.1% 
8.6% 
 
3.7% 
20.8% 
7.3% 
 
6.1%  
5.4%  
Closing provision for impairment as a  % of total REIL (1)
50% 
48% 
49% 
 
52% 
44% 
47% 
 
44% 
46% 

Note:
(1)
Includes assets of disposal groups and loans excluding reverse repos.

Potential problem loans
Potential problem loans (PPL) are loans for which an impairment event has taken place but no impairment provision is required. This category is used for fully collateralised advances which are not past due 90 days or revolving credit facilities where identification as 90 days overdue is not feasible.

 
2011 
£m  
2010 
£m  
2009 
£m  
Potential problem loans
739 
633 
1,009 


Both REIL and PPL are reported gross and take no account of the value of any security held which could reduce the eventual loss should it occur, nor of any provision marked. Therefore impaired assets which are highly collateralised, such as mortgages, will have a low coverage ratio of provisions held against the reported  impaired balance.
 
 
149

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: REIL, provisions and reserves continued

REIL by division
The tables below analyse loans and advances (excluding reverse repos and disposal groups) and related REIL, provisions, impairments, amounts written-off and coverage ratios by division.
 
 
Gross loans 
to banks 
Gross loans 
 to customer 
REIL
Provisions
REIL as a %
of gross
customer loans
Provisions
 as a %
of REIL
Impairment 
charge 
 Amounts 
 written-off 
2011
£m  
£m  
£m
£m
%
%
£m 
£m 
UK Retail
628  
103,377  
4,087
2,344
4.0
57
788  
823
UK Corporate
672  
96,647  
3,972
1,608
4.1
40
782  
653
Wealth
2,422  
16,913  
211
81
1.2
38
25  
11
Global Transaction Services
3,464  
15,767  
218
234
1.4
107
166  
79
Ulster Bank
2,079  
34,052  
5,523
2,749
16.2
50
1,384  
124
US Retail & Commercial
208 
51,436 
1,006
451
2.0
45
247  
371
Retail & Commercial
9,473  
318,192  
15,017
7,467
4.7
50
3,392  
2,061
Global Banking & Markets
30,072  
75,493 
1,845
947
2.4
51
11  
76
RBS Insurance and other
3,829  
929 
— 
Core
43,374  
394 , 614 
16,862
8,414
4.3
50
3,403  
2,137
Non-Core
619  
79,258  
23,983
11,469
30.3
48
3,838 
2,390
Group before RFS MI
43,993 
473,872  
40,845
19,883
8.6
49
7,241 
4,527
RFS MI
(8)
Group
43,993 
473,872 
40,845
19,883
8.6
49
7,233 
4,527
                 
                 
2010
               
UK Retail
408 
108,405  
4,620
2,741
4.3
59
1,160 
1,135 
UK Corporate
72 
111,672  
3,967
1,732
3.6
44
761 
349 
Wealth
2,220 
16,130  
223
66
1.4
30
18 
Global Transaction Services
3,047 
14,437  
146
147
1.0
101
49 
Ulster Bank
2,928 
36,858  
3,619
1,633
9.8
45
1,161 
48 
US Retail & Commercial
145 
48,516  
913
505
1.9
55
483 
547 
Retail & Commercial
8,820 
336,018  
13,488
6,824
4.0
51
3,591 
2,137 
Global Banking & Markets
46,073 
75,981  
1,719
1,042
2.3
61
146 
87 
RBS Insurance and other
2,140 
601  
— 
— 
Core
57,033 
412,600  
15,207
7,866
3.7
52
3,737 
2,224 
Non-Core
1,003 
108,203  
23,391
10,316
21.6
44
5,407 
3,818 
Group before RFS MI
58,036 
520,803  
38,598
18,182
7.4
47
9,144 
6,042 
RFS MI
— 
42 
— 
Group  
58,038 
520,803  
38,598
18,182
7.4
47
9,186 
6,042 
                 
                 
2009
               
UK Retail
818  
102,994 
4,641
2,677
4.5
58
1,679 
1,150 
UK Corporate
91  
111,580 
2,330
1,271
2.1
55
923 
352 
Wealth
1,841  
13,684 
218
55
1.6
25
33 
12 
Global Transaction Services
1,476  
12,670 
197
189
1.6
96
39 
23 
Ulster Bank
2,637  
39,707 
2,260
962
5.7
43
649 
34 
US Retail & Commercial
30  
48,907 
643
478
1.3
74
702 
546 
Retail & Commercial
6,893 
329,542  
10,289
5,632
3.1
55
4,025 
2,117 
Global Banking & Markets
38,788 
92,110  
1,800
1,289
2.0
72
542 
169 
RBS Insurance and other
1,893 
755  
— 
— 
Core
47,574 
422,407  
12,089
6,921
2.9
57
4,567 
2,286 
Non-Core
1,360 
147,263  
22,900
8,252
15.6
36
8,523 
4,192 
Group before RFS MI
48,934 
569,670  
34,989
15,173
4.4
43
13,090 
6,478 
RFS MI
7,879 
134,809  
3,260
2,110
2.4
65
1,044 
461 
Group  
56,813 
704,479  
38,249
17,283
5.4
45
14,134 
6,939 
 
 
150

 
Business review Risk and balance sheet management continued

 
Movement in REIL
The table below details the movement in REIL during the year ended 31 December 2011 .

 
Impaired loans
 
Other loans (1)
 
REIL
 
Core 
Non-Core 
Total 
 
Core 
Non-Core 
Total 
 
Core 
Non-Core 
Total 
 
£m  
£m 
£m  
 
£m  
£m 
£m  
 
£m 
£m 
£m 
At 1 January 2011
13,511 
22,190 
35,701 
 
1,696 
1,201 
2,897 
 
15,207 
23,391 
38,598 
Transfers to disposal groups
(1,287)
— 
(1,287)
 
(238)
— 
(238)
 
(1,525)
— 
(1,525)
Intra-group transfers
300 
(300)
— 
 
149 
(149)
— 
 
449 
(449)
— 
Currency translation and
  other adjustments
(158)
(496)
(654)
 
(14)
— 
(14)
 
(172)
(496)
(668)
Additions
8,379 
8,698 
17,077 
 
2,585 
1,059 
3,644 
 
10,964 
9,757 
20,721 
Transfers
645 
381 
1,026 
 
(362)
(352)
(714)
 
283 
29 
312 
Disposals and restructurings
(407)
(1,470)
(1,877)
 
(9)
(97)
(106)
 
(416)
(1,567)
(1,983)
Repayments
(3,540)
(3,172)
(6,712)
 
(2,251)
(1,120)
(3,371)
 
(5,791)
(4,292)
(10,083)
Amounts written-off
(2,137)
(2,390)
(4,527)
 
— 
— 
— 
 
(2,137)
(2,390)
(4,527)
At 31 December 2011
15,306 
23,441 
38,747 
 
1,556 
542 
2,098 
 
16,862 
23,983 
40,845 

Note:
(1)
Accruing loans past due 90 days or more (also see table below).
 
Key points
·   
REIL increased by £2.2 billion in the year. REIL at 31 December 2011 excludes £1.5 billion (impaired loans £1.3 billion; accruing loans £0.2 billion) in relation to the UK branch - based businesses being sold to Santander UK plc, of which £1 .0 billion was in UK Corporate and £0.5 billion in UK Retail.

·   
Ulster Bank Group’s non-performing loans increased significantly by £3.5 billion (Core - £1.9 billion; Non-Core - £1.6 billion). This principally related to residential mortgages (£0.6 billion, 39% increase) and commercial real estate (£2.4 billion, 25% increase), reflecting the continued deterioration in the property sectors in Ireland. The Non-Core REIL increase related to Ulster Bank was partially offset by run off in other Non-Core donating divisions in the year.


Past due analysis
The table below shows loans and advances to customers that were past due at the balance sheet date but are not considered impaired .

         
2009
 
2011
 
2010
 
Group before 
 
 
Core  
Non-Core  
Total 
 
Core 
Non-Core 
Total 
 
RFS MI 
Total 
 
£m  
£m  
£m  
 
£m 
£m 
£m 
 
£m 
£m  
Past due 1-29 days
5,518 
724 
6,242 
 
6,401 
822 
7,223 
 
6,587 
7,796  
Past due 30-59 days
1,472 
171 
1,643 
 
1,725 
392 
2,117 
 
2,300 
2,724  
Past due 60-89 days
907 
107 
1,014 
 
922 
271 
1,193 
 
2,410 
2,587  
Past due 90 days or more
1,556 
542 
2,098 
 
1,696 
1,201 
2,897 
 
3,178 
3,224  
 
9,453 
1,544 
10,997 
 
10,744 
2,686 
13,430 
 
14,475 
16,331  

 
 
151

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: REIL, provisions and reserves continued

Loans, REIL and impairments by sector and geographical region
The tables below analyse gross loans and advances (excluding reverse repos and disposal groups), and related REIL, provisions, impairment charges and amounts written-off, by sector and geographical region (by location of lending office).

 
Total
 
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of 
gross loans 
Provisions  
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
2011
Central and local government
9,742 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
43,993 
137 
123 
0.3 
90 
0.3 
— 
— 
  - other
49,681 
1,049 
719 
2.1 
69 
1.4 
89 
87 
Residential mortgages
143,611 
5,084 
1,362 
3.5 
27 
0.9 
1,076 
516 
Personal lending
32,623 
2,737 
2,172 
8.4 
79 
6.7 
782 
1,286 
Property
76,768 
21,655 
8,862 
28.2 
41 
11.5 
3,670 
1,171 
Construction
9,453 
1,762 
703 
18.6 
40 
7.4 
139 
244 
Manufacturing
28,132 
881 
504 
3.1 
57 
1.8 
227 
215 
Service industries and business activities
               
  - retail, wholesale and repairs
23,653 
1,007 
516 
4.3 
51 
2.2 
180 
172 
  - transport and storage
21,931 
589 
146 
2.7 
25 
0.7 
78 
43 
  - health, education and recreation
14,692 
1,077 
458 
7.3 
43 
3.1 
304 
98 
  - hotels and restaurants
8,304 
1,437 
643 
17.3 
45 
7.7 
334 
131 
  - utilities
8,392 
88 
23 
1.0 
26 
0.3 
  - other
28,000 
2,403 
1,095 
8.6 
46 
3.9 
799 
373 
Agriculture, forestry and fishing
3,600 
145 
63 
4.0 
43 
1.8 
(7)
18 
Finance leases and instalment credit
14,499 
794 
508 
5.5 
64 
3.5 
112 
170 
Interest accruals
791 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
1,986 
— 
— 
— 
(545)
— 
 
517,865 
40,845 
19,883 
7.9 
49 
3.8 
7,241 
4,527 
                 
of which:
               
UK
               
  - residential mortgages
100,726 
2,076 
397 
2.1 
19 
0.4 
180 
25 
  - personal lending
20,207 
2,384 
1,925 
11.8 
81 
9.5 
645 
1,007 
  - property
55,751 
7,880 
2,859 
14.1 
36 
5.1 
1,413 
490 
  - other
162,220 
4,935 
3,040 
3.0 
62 
1.9 
699 
886 
Europe
               
  - residential mortgages
18,946 
2,205 
713 
11.6 
32 
3.8 
467 
10 
  - personal lending
2,464 
209 
180 
8.5 
86 
7.3 
25 
126 
  - property
16,384 
13,073 
5,751 
79.8 
44 
35.1 
2,296 
508 
  - other
44,862 
5,192 
3,206 
11.6 
62 
7.1 
1,205 
289 
US
               
  - residential mortgages
23,237 
770 
240 
3.3 
31 
1.0 
426 
481 
  - personal lending
8,441 
143 
66 
1.7 
46 
0.8 
112 
153 
  - property
3,783 
329 
92 
8.7 
28 
2.4 
(2)
138 
  - other
38,158 
656 
913 
1.7 
139 
2.4 
(166)
197 
RoW
               
  - residential mortgages
702 
33 
12 
4.7 
36 
1.7 
— 
  - personal lending
1,511 
0.1 
100 
0.1 
— 
— 
  - property
850 
373 
160 
43.9 
43 
18.8 
(37)
35 
  - other
19,623 
586 
328 
3.0 
56 
1.7 
(25)
182 
Group before RFS MI
517,865 
40,845 
19,883 
7.9 
49 
3.8 
7,241 
4,527 
RFS MI
— 
— 
— 
— 
— 
— 
(8)
— 
Group
517,865 
40,845 
19,883 
7.9 
49 
3.8 
7,233 
4,527 
 
 
152

 
Business review Risk and balance sheet management continued

 
 
Total
 
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of  
gross loans 
Provisions  
  as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
2010
Central and local government
8,452 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
58,036 
145 
127 
0.2 
88 
0.2 
(13)
12 
  - other
54,561 
1,129 
595 
2.1 
53 
1.1 
198 
141 
Residential mortgages
146,501 
4,276 
877 
2.9 
21 
0.6 
1,014 
669 
Personal lending
37,472 
3,544 
2,894 
9.5 
82 
7.7 
1,370 
1,577 
Property
90,106 
19,584 
6,736 
21.7 
34 
7.5 
4,682 
1,009 
Construction
12,032 
2,464 
875 
20.5 
36 
7.3 
530 
146 
Manufacturing
32,317 
1,199 
503 
3.7 
42 
1.6 
(92)
1,547 
Service industries and business activities
               
  - retail, wholesale and repairs
25,165 
1,157 
572 
4.6 
49 
2.3 
334 
161 
  - transport and storage
24,141 
248 
118 
1.0 
48 
0.5 
87 
39 
  - health, education and recreation
19,321 
1,055 
319 
5.5 
30 
1.7 
159 
199 
  - hotels and restaurants
9,681 
1,269 
504 
13.1 
40 
5.2 
321 
106 
  - utilities
9,208 
91 
23 
1.0 
25 
0.2 
14 
  - other
29,994 
1,438 
749 
4.8 
52 
2.5 
378 
310 
Agriculture, forestry and fishing
3,893 
152 
86 
3.9 
57 
2.2 
31 
Finance leases and instalment credit
16,850 
847 
554 
5.0 
65 
3.3 
252 
113 
Interest accruals
1,109 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
2,650 
— 
— 
— 
(121)
— 
 
578,839 
38,598 
18,182 
6.7 
47 
3.1 
9,144 
6,042 
                 
of which:
               
UK
               
  - residential mortgages
101,593 
2,062 
314 
2.0 
15 
0.3 
169 
17 
  - personal lending
23,620 
3,083 
2,518 
13.1 
82 
10.7 
1,046 
1,153 
  - property
65,462 
7,986 
2,219 
12.2 
28 
3.4 
1,546 
397 
  - other
191,934 
5,652 
3,580 
2.9 
63 
1.9
1,197 
704 
Europe
               
  - residential mortgages
20,094 
1,551 
301 
7.7 
19 
1.5 
221 
  - personal lending
2,870 
401 
316 
14.0 
79 
11.0 
66 
24 
  - property
17,775 
10,534 
4,199 
59.3 
40 
23.6 
2,828 
210 
  - other
53,380 
3,950 
2,454 
7.4 
62 
4.6 
763 
1,423 
US
               
  - residential mortgages
24,201 
640 
253 
2.6 
40 
1.0 
615 
645 
  - personal lending
9,520 
55 
55 
0.6 
100 
0.6 
160 
271 
  - property
4,929 
765 
202 
15.5 
26 
4.1 
321 
220 
  - other
36,780 
870 
1,133 
2.4 
130 
3.1 
(76)
524 
RoW
               
  - residential mortgages
613 
23 
3.8 
39 
1.5 
  - personal lending
1,462 
0.3 
100 
0.3 
98 
129 
  - property
1,940 
299 
116 
15.4 
39 
6.0 
(13)
182 
  - other
22,666 
722 
508 
3.2 
70 
2.2 
194 
136 
Group before RFS MI
578,839 
38,598 
18,182 
6.7 
47 
3.1 
9,144 
6,042 
RFS MI
— 
— 
— 
— 
— 
42 
— 
Group
578,841 
38,598 
18,182 
6.7 
47 
3.1 
9,186 
6,042 
 
 
 
153

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: REIL, provisions and reserves continued

 
Total
2009
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of  
gross loans 
Provisions  
  as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Central and local government
7,660 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
48,934 
206 
157 
0.4 
76 
0.3 
34 
— 
  - other
60,386 
1,539 
419 
2.5 
27 
0.7 
886 
692 
Residential mortgages
140,907 
3,284 
551 
2.3 
17  
0.4 
909 
642 
Personal lending
41,671 
3,940 
2,926 
9.5 
74  
7.0 
2,517 
2,002 
Property
99,426 
14,318 
3,422 
14.4 
24  
3.4 
3,296 
650 
Construction
14,760 
2,232 
519 
15.1 
23  
3.5 
479 
287 
Manufacturing
44,674 
3,131 
2,088 
7.0 
67  
4.7 
1,520 
784 
Service industries and business activities
134,076 
5,308 
1,860 
4.0 
35  
1.4 
1,964 
1,281 
Agriculture, forestry and fishing
4,279 
137 
73 
3.2 
53 
1.7 
30 
Finance leases and instalment credit
20,103 
894 
418 
4.4 
47  
2.1 
271 
135 
Interest accruals
1,728 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
2,740 
— 
— 
— 
1,184 
— 
 
618,604 
34,989 
15,173 
5.7 
43 
2.5 
13,090 
6,478 
                 
of which:
               
UK
394,297 
16,104 
6,922 
4.1 
43 
1.8 
5,593 
2,924 
Europe
107,803 
13,390 
5,449 
12.4  
41  
5.1 
3,270 
427 
US
84,072 
4,115 
2,020 
4.9 
49 
2.4 
3,273 
2,656 
RoW
32,432 
1,380 
782 
4.3 
57 
2.4 
954 
471 
Group before RFS MI
618,604 
34,989 
15,173 
5.7 
43 
2.5 
13,090 
6,478 
RFS MI
142,688 
3,260 
2,110 
2.3 
65 
1.5 
1,044 
461 
Group
761,292 
38,249 
17,283 
5.0 
45 
2.3 
14,134 
6,939 

 
154

 
Business review Risk and balance sheet management continued

 
Core
2011
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of  
gross loans 
Provisions  
as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Central and local government
8,359 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
43,374 
136 
122 
0.3 
90 
0.3 
— 
— 
  - other
46,452 
732 
572 
1.6 
78 
1.2 
207 
44 
Residential mortgages
138,509 
4,704 
1,182 
3.4 
25 
0.9 
776 
198 
Personal lending
31,067 
2,627 
2,080 
8.5 
79 
6.7 
715 
935 
Property
38,704 
3,686 
1,001 
9.5 
27 
2.6 
470 
167 
Construction
6,781 
660 
228 
9.7 
35 
3.4 
178 
143 
Manufacturing
23,201 
458 
221 
2.0 
48 
1.0 
106 
125 
Service industries and business activities
               
  - retail, wholesale and repairs
21,314 
619 
312 
2.9 
50 
1.5 
208 
119 
  - transport and storage
16,454 
325 
52 
2.0 
16 
0.3 
47 
29 
  - health, education and recreation
13,273 
576 
213 
4.3 
37 
1.6 
170 
55 
  - hotels and restaurants
7,143 
952 
354 
13.3 
37 
5.0 
209 
60 
  - utilities
6,543 
22 
0.3 
— 
— 
— 
  - other
24,228 
1,095 
591 
4.5 
54 
2.4 
553 
189 
Agriculture, forestry and fishing
3,471 
98 
36 
2.8 
37 
1.0 
(15)
Finance leases and instalment credit
8,440 
172 
110 
2.0 
64 
1.3 
31 
68 
Interest accruals
675 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
1,339 
— 
— 
— 
(252)
— 
 
437,988 
16,862 
8,414 
3.8 
50 
1.9 
3,403 
2,137 
                 
of which:
               
UK
               
  - residential mortgages
99,303 
2,024 
386 
2.0 
19 
0.4 
174 
24 
  - personal lending
20,080 
2,347 
1,895 
11.7 
81 
9.4 
657 
828 
  - property
31,141 
2,475 
568 
7.9 
23 
1.8 
379 
113 
  - other
142,464 
2,637 
1,536 
1.9 
58 
1.1 
525 
537 
Europe
               
  - residential mortgages
18,393 
2,121 
664 
11.5 
31 
3.6 
437 
10 
  - personal lending
1,972 
143 
125 
7.3 
87 
6.3 
(8)
22 
  - property
4,846 
1,038 
367 
21.4 
35 
7.6 
162 
11 
  - other
33,794 
2,551 
1,891 
7.6 
74 
5.6 
928 
182 
US
               
  - residential mortgages
20,311 
526 
120 
2.6 
23 
0.6 
162 
164 
  - personal lending
7,505 
136 
59 
1.8 
43 
0.8 
66 
85 
  - property
2,413 
111 
24 
4.6 
22 
1.0 
16 
43 
  - other
36,054 
443 
584 
1.2 
132 
1.6 
26 
101 
RoW
               
  - residential mortgages
502 
33 
12 
6.6 
36 
2.4 
— 
  - personal lending
1,510 
0.1 
100 
0.1 
— 
— 
  - property
304 
62 
42 
20.4 
68 
13.8 
(87)
— 
  - other
17,396 
214 
140 
1.2 
65 
0.8 
(37)
17 
Group before RFS MI
437,988 
16,862 
8,414 
3.8 
50 
1.9 
3,403 
2,137 
 
 
155

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: REIL, provisions and reserves continued

 
Core
2010
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of  
gross loans 
Provisions  
as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Central and local government
6,781 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
57,033 
144 
126 
0.3 
88 
0.2 
(5)
  - other
46,910 
567 
402 
1.2 
71 
0.9 
191 
53 
Residential mortgages
140,359 
3,999 
693 
2.8 
17 
0.5 
578 
243 
Personal lending
33,581 
3,131 
2,545 
9.3 
81 
7.6 
1,157 
1,271 
Property
42,455 
3,287 
818 
7.7 
25 
1.9 
739 
98 
Construction
8,680 
610 
222 
7.0 
36 
2.6 
189 
38 
Manufacturing
25,797 
555 
266 
2.2 
48 
1.0 
119 
124 
Service industries and business activities
               
  - retail, wholesale and repairs
21,974 
611 
259 
2.8 
42 
1.2 
199 
103 
  - transport and storage
15,946 
112 
40 
0.7 
36 
0.3 
40 
35 
  - health, education and recreation
17,456 
507 
134 
2.9 
26 
0.8 
145 
64 
  - hotels and restaurants
8,189 
741 
236 
9.0 
32 
2.9 
165 
49 
  - utilities
7,098 
22 
0.3 
14 
— 
— 
  - other
24,464 
583 
276 
2.4 
47 
1.1 
137 
98 
Agriculture, forestry and fishing
3,758 
94 
57 
2.5 
61 
1.5 
24 
Finance leases and instalment credit
8,321 
244 
140 
2.9 
57 
1.7 
63 
42 
Interest accruals
831 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
1,649 
— 
— 
— 
(5)
— 
 
469,633 
15,207 
7,866 
3.2 
52 
1.7 
3,737 
2,224 
                 
of which:
               
UK
               
  - residential mortgages
99,928 
2,010 
307 
2.0 
15 
0.3 
164 
16 
  - personal lending
23,035 
2,888 
2,341 
12.5 
81 
10.2 
1,033 
1,142 
  - property
34,970 
2,454 
500 
7.0 
20 
1.4 
394 
43 
  - other
161,746 
2,657 
1,743 
1.6 
66 
1.1 
689 
318 
Europe
               
  - residential mortgages
19,473 
1,506 
280 
7.7 
19 
1.4 
184 
  - personal lending
2,270 
203 
164 
8.9 
81 
7.2 
43 
19 
  - property
5,139 
631 
240 
12.3 
38 
4.7 
241 
  - other
38,992 
1,565 
1,343 
4.0 
86 
3.4 
468 
85 
US
               
  - residential mortgages
20,548 
460 
97 
2.2 
21 
0.5 
225 
221 
  - personal lending
6,816 
35 
35 
0.5 
100 
0.5 
81 
110 
  - property
1,611 
144 
43 
8.9 
30 
2.7 
84 
54 
  - other
33,110 
388 
649 
1.2 
167 
2.0 
35 
171 
RoW
               
  - residential mortgages
410 
23 
5.6 
39 
2.2 
— 
  - personal lending
1,460 
0.3 
100 
0.3 
— 
— 
  - property
735 
58 
35 
7.9 
60 
4.8 
20 
— 
  - other
19,390 
180 
75 
0.9 
42 
0.4 
71 
38 
Group before RFS MI
469,633 
15,207 
7,866 
3.2 
52 
1.7 
3,737 
2,224 

 
156

 
Business review Risk and balance sheet management continued

 
Core
2009
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of  
gross loans 
Provisions  
as a % 
of REIL 
Provisions 
as a % of 
gross loans 
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Central and local government
6,128 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
47,574 
168 
135 
0.4 
80 
0.3 
12 
— 
  - other
50,673 
1,038 
259 
2.0 
25 
0.5 
256 
113 
Residential mortgages
127,975 
2,670 
341 
2.1 
13  
0.3 
305 
146 
Personal lending
35,313 
3,344 
2,560 
9.5 
77  
7.2 
1,816 
1,398 
Property
49,054 
1,766 
468 
3.6 
27  
1.0 
417 
37 
Construction
9,502 
457 
131 
4.8 
29  
1.4 
58 
30 
Manufacturing
30,272 
491 
191 
1.6 
39  
0.6 
136 
93 
Service industries and business activities
100,438 
1,762 
669 
1.8 
38 
0.7 
500 
365 
Agriculture, forestry and fishing
3,726 
90 
46 
2.4 
51  
1.2 
24 
Finance leases and instalment credit
8,147 
303 
116 
3.7 
38 
1.4 
52 
100 
Interest accruals
1,179 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
2,005 
— 
— 
— 
991 
— 
 
469,981 
12,089 
6,921 
2.6 
57 
1.5 
4,567 
2,286 
                 
of which:
               
UK
315,254 
7,704  
4,209  
2.4 
55 
1.3 
2,884 
1,645 
Europe
66,707 
2,607 
1,709 
3.9 
66 
2.6 
750 
46 
US
64,526 
1,497 
876 
2.3 
59 
1.4 
813 
576 
RoW
23,494 
281 
127 
1.2 
45 
0.5 
120 
19 
Group before RFS MI
469,981 
12,089 
6,921 
2.6 
57 
1.5 
4,567 
2,286 
 
 
157

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: REIL, provisions and reserves continued

 
Non-Core
 
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of  
gross loans 
Provisions  
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
%
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
2011
Central and local government
1,383 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
619 
0.2 
100 
0.2 
— 
— 
  - other
3,229 
317 
147 
9.8 
46 
4.6 
(118)
43 
Residential mortgages
5,102 
380 
180 
7.4 
47 
3.5 
300 
318 
Personal lending
1,556 
110 
92 
7.1 
84 
5.9 
67 
351 
Property
38,064 
17,969 
7,861 
47.2 
44 
20.7 
3,200 
1,004 
Construction
2,672 
1,102 
475 
41.2 
43 
17.8 
(39)
101 
Manufacturing
4,931 
423 
283 
8.6 
67 
5.7 
121 
90 
Service industries and business activities
               
  - retail, wholesale and repairs
2,339 
388 
204 
16.6 
53 
8.7 
(28)
53 
  - transport and storage
5,477 
264 
94 
4.8 
36 
1.7 
31 
14 
  - health, education and recreation
1,419 
501 
245 
35.3 
49 
17.3 
134 
43 
  - hotels and restaurants
1,161 
485 
289 
41.8 
60 
24.9 
125 
71 
  - utilities
1,849 
66 
22 
3.6 
33 
1.2 
  - other
3,772 
1,308 
504 
34.7 
39 
13.4 
246 
184 
Agriculture, forestry and fishing
129 
47 
27 
36.4 
57 
20.9 
13 
Finance leases and instalment credit
6,059 
622 
398 
10.3 
64 
6.6 
81 
102 
Interest accruals
116 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
647 
— 
— 
— 
(293)
— 
 
79,877 
23,983 
11,469 
30.0 
48 
14.4 
3,838 
2,390 
                 
of which:
               
UK
               
  - residential mortgages
1,423 
52 
11 
3.7 
21 
0.8 
  - personal lending
127 
37 
30 
29.1 
81 
23.6 
(12)
179 
  - property
24,610 
5,405 
2,291 
22.0 
42 
9.3 
1,034 
377 
  - other
19,756 
2,298 
1,504 
11.6 
65 
7.6 
174 
349 
Europe
               
  - residential mortgages
553 
84 
49 
15.2 
58 
8.9 
30 
— 
  - personal lending
492 
66 
55 
13.4 
83 
11.2 
33 
104 
  - property
11,538 
12,035 
5,384 
104.3 
45 
46.7 
2,134 
497 
  - other
11,068 
2,641 
1,315 
23.9 
50 
11.9 
277 
107 
US
               
  - residential mortgages
2,926 
244 
120 
8.3 
49 
4.1 
264 
317 
  - personal lending
936 
0.7 
100 
0.7 
46 
68 
  - property
1,370 
218 
68 
15.9 
31 
5.0 
(18)
95 
  - other
2,104 
213 
329 
10.1 
154 
15.6 
(192)
96 
RoW
               
  - residential mortgages
200 
— 
— 
— 
— 
— 
— 
— 
  - personal lending
— 
— 
— 
— 
— 
— 
— 
  - property
546 
311 
118 
57.0 
38 
21.6 
50 
35 
  - other
2,227 
372 
188 
16.7 
51 
8.4 
12 
165 
Group before RFS MI
79,877 
23,983 
11,469 
30.0 
48 
14.4 
3,838 
2,390 

 
158

 
Business review Risk and balance sheet management continued

 
Non-Core
2010
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of  
gross loans 
Provisions  
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
%
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Central and local government
1,671 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
1,003 
0.1 
100 
0.1 
(8)
11 
  - other
7,651 
562 
193 
7.3 
34 
2.5 
88 
Residential mortgages
6,142 
277 
184 
4.5 
66 
3.0 
436 
426 
Personal lending
3,891 
413 
349 
10.6 
85 
9.0 
213 
306 
Property
47,651 
16,297 
5,918 
34.2 
36 
12.4 
3,943 
911 
Construction
3,352 
1,854 
653 
55.3 
35 
19.5 
341 
108 
Manufacturing
6,520 
644 
237 
9.9 
37 
3.6 
(211)
1,423 
Service industries and business activities
               
  - retail, wholesale and repairs
3,191 
546 
313 
17.1 
57 
9.8 
135 
58 
  - transport and storage
8,195 
136 
78 
1.7 
57 
1.0 
47 
  - health, education and recreation
1,865 
548 
185 
29.4 
34 
9.9 
14 
135 
  - hotels and restaurants
1,492 
528 
268 
35.4 
51 
18.0 
156 
57 
  - utilities
2,110 
69 
20 
3.3 
29 
0.9 
13 
  - other
5,530 
855 
473 
15.5 
55 
8.6 
241 
212 
Agriculture, forestry and fishing
135 
58 
29 
43.0 
50 
21.5 
Finance leases and instalment credit
8,529 
603 
414 
7.1 
69 
4.9 
189 
71 
Interest accruals
278 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
1,001 
— 
— 
— 
(116)
— 
 
109,206 
23,391 
10,316 
21.4 
44 
9.4 
5,407 
3,818 
                 
of which:
               
UK
               
  - residential mortgages
1,665 
52 
3.1 
13 
0.4 
  - personal lending
585 
195 
177 
33.3 
91 
30.3 
13 
11 
  - property
30,492 
5,532 
1,719 
18.1 
31 
5.6 
1,152 
354 
  - other
30,188 
2,995 
1,837 
9.9 
61 
6.1 
508 
386 
Europe
               
  - residential mortgages
621 
45 
21 
7.2 
47 
3.4 
37 
— 
  - personal lending
600 
198 
152 
33.0 
77 
25.3 
23 
  - property
12,636 
9,903 
3,959 
78.4 
40 
31.3 
2,587 
209 
  - other
14,388 
2,385 
1,111 
16.6 
47 
7.7 
295 
1,338 
US
               
  - residential mortgages
3,653 
180 
156 
4.9 
87 
4.3 
390 
424 
  - personal lending
2,704 
20 
20 
0.7 
100 
0.7 
79 
161 
  - property
3,318 
621 
159 
18.7 
26 
4.8 
237 
166 
  - other
3,670 
482 
484 
13.1 
100 
13.2 
(111)
353 
RoW
               
  - residential mortgages
203 
— 
— 
— 
— 
— 
  - personal lending
— 
— 
— 
— 
— 
98 
129 
  - property
1,205 
241 
81 
20.0 
34 
6.7 
(33)
182 
  - other
3,276 
542 
433 
16.5 
80 
13.2 
123 
98 
Group before RFS MI
109,206 
23,391 
10,316 
21.4 
44 
9.4 
5,407 
3,818 
 
 
159

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: REIL, provisions and reserves continued

 
Non-Core
2009
Gross 
loans 
£m 
REIL 
£m 
Provisions 
£m 
REIL 
as a % of  
gross loans 
Provisions  
as a % 
of REIL 
Provisions 
as a % of 
 gross loans 
%
Impairment 
charge 
£m 
Amounts 
written-off 
£m 
Central and local government
1,532 
— 
— 
— 
— 
— 
— 
— 
Finance
               
  - banks
1,360 
38 
22 
2.8 
58 
1.6 
22 
— 
  - other
9,713 
501 
160 
5.2 
32 
1.6 
630 
579 
Residential mortgages
12,932 
614 
210 
4.7 
34 
1.6 
604 
496 
Personal lending
6,358 
596 
366 
9.4 
61 
5.8 
701 
604 
Property
50,372 
12,552 
2,954 
24.9 
24  
5.9 
2,879 
613 
Construction
5,258 
1,775 
388 
33.8 
22  
7.4 
421 
257 
Manufacturing
14,402 
2,640 
1,897 
18.3 
72  
13.2 
1,384 
691 
Service industries and business activities
33,638 
3,546 
1,191 
10.5 
34  
3.5 
1,464 
916 
Agriculture, forestry and fishing
553 
47 
27 
8.5 
57 
4.9 
Finance leases and instalment credit
11,956 
591 
302 
4.9 
51 
2.5 
219 
35 
Interest accruals
549 
— 
— 
— 
— 
— 
— 
— 
Latent
— 
— 
735 
— 
— 
— 
193 
— 
 
148,623 
22,900 
8,252 
15.4 
36 
5.6 
8,523 
4,192 
                 
of which:
               
UK
79,043 
8,400 
2,713 
10.6 
32 
3.4 
2,709 
1,279 
Europe
41,096 
10,783 
3,740 
26.2  
35  
9.1 
2,520 
381 
US
19,546 
2,618 
1,144 
13.4 
44 
5.9 
2,460 
2,080 
RoW
8,938 
1,099 
655 
12.3 
60 
7.3 
834 
452 
Group before RFS MI
148,623 
22,900 
8,252 
15.4 
36 
5.6 
8,523 
4,192 


Impairment loss provision methodology
A financial asset or portfolio of financial assets is impaired and an impairment loss incurred if there is objective evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future cash flows from the asset.

For retail loans, which are segmented into collective, homogenous portfolios, time-based measures, such as days past due, are typically used as evidence of impairment. For these portfolios, the Group recognises an impairment at 90 days past due.

For corporate portfolios, given their complexity and nature, the Group relies not only on time-based measures but also on management judgement to identify evidence of impairment. Other factors considered may include: significant financial difficulty of the borrower; a breach of contract; a loan restructuring; a probable bankruptcy; and any observable data indicating a measurable decrease in estimated future cash flows.

Depending on various factors as explained below, the Group uses one of the following three different methods to assess the amount of provision required: individual; collective; and latent.

·   
Individually assessed provisions: provisions required for individually significant impaired assets are assessed on a case-by-case basis. If there is objective evidence that an impairment loss has been incurred, the amount of the loss is measured as the difference between the assets carrying amount and the present value of the estimated future cash flows discounted at the financial asset’s original effective interest rate. Future cash flows are estimated through a case-by-case analysis of individually assessed assets.

 
This assessment takes into account the benefit of any guarantee or other collateral held. The value and timing of cash flow receipts are based on available estimates in conjunction with facts available at that time. Timings and amounts of cash flows are reviewed on subsequent assessment dates, as new information becomes available. The asset continues to be assessed on an individual basis until it is repaid in full, transferred to the performing portfolio or written - off .
 
 
160

 
Business review Risk and balance sheet management continued


·   
Collectively assessed provisions: provisions on impaired credits below an agreed threshold are assessed on a portfolio basis to reflect the homogeneous nature of the assets. The Group segments impaired credits in its collectively assessed portfolios according to asset type, such as credit cards, personal loans, mortgages and smaller homogenous wholesale portfolios, such as business or commercial banking. A further distinction is made between those impaired assets in collections and those in recoveries (refer to Problem debt management on page 97 for a discussion of the collections and recoveries functions).

 
The provision is determined based on a quantitative review of the relevant portfolio, taking account of the level of arrears, the value of any security, historical and projected cash recovery trends over the recovery period. The provision also incorporates any adjustments that may be deemed appropriate given current economic and credit conditions. Such adjustments may be determined based on: a review of the current cash collections profile performance against historical trends; updates to metric inputs - including model recalibrations; and monitoring of operational processes used in managing exposures - including the time taken to process non-performing exposures.

·   
Latent loss provisions: a separate approach is taken for provisions held against impairments in the performing portfolio that have been incurred as a result of events occurring before the balance sheet date but which have not been identified at the balance sheet date.

 
The Group’s methodologies to estimate latent loss provisions reflect:
 
- the probability that the performing customer will default;
 
- historical loss experience, adjusted, where appropriate, given  current economic and credit conditions; and
 
- the emergence period, defined as the period between an  impairment event occurring and a loan being identified and  reported as impaired.

Emergence periods are estimated at a portfolio level and reflect the portfolio product characteristics such as the repayment terms and the duration of the loss mitigation and recovery processes. They are based on internal systems and processes within the particular portfolio and are reviewed regularly.

As with collectively assessed impaired portfolios, the Group segments its performing portfolio according to asset type.

Provisions and AFS reserves
The Group's consumer portfolios, which consist of high volume, small value credits, have highly efficient largely automated processes for identifying problem credits and very short timescales, typically three months, before resolution or adoption of various recovery methods. Corporate portfolios consist of higher value, lower volume credits, which tend to be structured to meet individual customer requirements.

Provisions are assessed on a case by case basis by experienced specialists with input from professional valuers and accountants. The Group operates a transparent provisions governance framework, setting thresholds to trigger enhanced oversight and challenge.

Analyses of provisions are set out on page 162 and 163.

Available-for-sale financial assets are initially recognised at fair value plus directly related transaction costs and are subsequently measured at fair value with changes in fair value reported in owners’ equity until disposal, at which stage the cumulative gain or loss is recognised in profit or loss. When there is objective evidence that an available-for-sale financial asset is impaired, any decline in its fair value below original cost is removed from equity and recognised in profit or loss .

The Group reviews its portfolios of available-for-sale financial assets for evidence of impairment, which includes: default or delinquency in interest or principal payments; significant financial difficulty of the issuer or obligor; and it becoming probable that the issuer will enter bankruptcy or other financial reorganisation. However, the disappearance of an active market because an entity’s financial instruments are no longer publicly traded is not evidence of impairment. Furthermore, a downgrade of an entity’s credit rating is not, of itself, evidence of impairment, although it may be evidence of impairment when considered with other available information. A decline in the fair value of a financial asset below its cost or amortised cost is not necessarily evidence of impairment. Determining whether objective evidence of impairment exists requires the exercise of management judgment. The unrecognised losses on the Group’s available - for - sale debt securities are concentrated in its portfolios of mortgage-backed securities. The losses reflect the widening of credit spreads as a result of the reduced market liquidity in these securities and the current uncertain macroeconomic outlook in the US and Europe. The underlying securities remain unimpaired.

Analyses of AFS debt securities and related AFS reserves are set out on page 164.
 
 
161

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: REIL, provisions and reserves continued

Movement in loan impairment provisions
The movement in impairment provisions by division is shown in the table below.

 
UK  
 Retail  
UK  
Corporate  
Wealth  
GTS (1)
Ulster  
Bank  
US  
R&C (2)
 
Total 
R&C (2)
GBM (3)
 
Total 
Core  
Non-Core  
RFS MI 
Group 
2011
£m  
£m  
£m  
£m  
£m  
£m  
 
£m  
  £m
 
£m  
£m  
£m  
£m  
At 1 January
2,741 
1,732 
66 
147 
1,633 
505 
 
6,824 
1,042 
 
7,866 
10,316 
— 
18,182 
Intra-group transfers
— 
177 
— 
— 
— 
— 
 
177 
— 
 
177 
(177)
— 
— 
Transfers to disposal
  groups
(335)
(436)
— 
(2)
— 
— 
 
(773)
— 
 
(773)
— 
— 
(773)
Currency translation
  and other adjustments
— 
25 
(79)
(6)
 
(55)
(21)
 
(76)
(207)
— 
(283)
Disposal of subsidiaries
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
— 
Amounts written-off
(823)
(653)
(11)
(79)
(124)
(371)
 
(2,061)
(76)
 
(2,137)
(2,390)
— 
(4,527)
Recoveries of amounts
  previously written-off
68 
17 
— 
— 
76 
 
162 
 
167 
360 
— 
527 
Charged to income
  statement
                           
  - continuing operations
788 
782 
25 
166 
1,384 
247 
 
3,392 
11 
 
3,403 
3,838 
— 
7,241 
  -   discontinued operations
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
— 
(8)
(8)
Unwind of discount (4)
(96)
(36)
(2)
— 
(66)
— 
 
(200)
(13)
 
(213)
(271)
— 
(484)
At 31 December
2,343 
1,608 
81 
234 
2,749 
451 
 
7,466 
948 
 
8,414 
11,469 
— 
19,883 
                             
Individually assessed
                           
  - banks
— 
— 
— 
— 
 
113 
 
122 
— 
123 
  - customers
— 
679 
70 
193 
991 
73 
 
2,006 
668 
 
2,674 
9,960 
— 
12,634 
Collectively assessed
2,157 
662 
— 
17 
1,282 
161 
 
4,279 
— 
 
4,279 
861 
— 
5,140 
Latent
186 
267 
17 
476 
217 
 
1,172 
167 
 
1,339 
647 
— 
1,986 
 
2,343 
1,608 
81 
234 
2,749 
451 
 
7,466 
948 
 
8,414 
11,469 
— 
19,883 
                             
2010
                           
At 1 January
2,677 
1,271 
55 
189 
962 
478 
 
5,632 
1,289 
 
6,921 
8,252 
2,110 
17,283 
Intra-group transfers
— 
— 
— 
— 
(351)
— 
 
(351)
(217)
 
(568)
568 
— 
— 
Transfers to disposal
  groups
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
(72)
— 
(72)
Currency translation
  and other adjustments
— 
71 
(2)
(22)
19 
 
70 
(86)
 
(16)
59 
— 
43 
Disposal of subsidiaries
— 
— 
— 
— 
 
 
(20)
(2,152)
(2,172)
Amounts written-off
(1,135)
(349)
(9)
(49)
(48)
(547)
 
(2,137)
(87)
 
(2,224)
(3,818)
— 
(6,042)
Recoveries of amounts
  previously written-off
128 
— 
72 
 
210 
 
213 
198 
— 
411 
Charged to income
  statement
                           
  - continuing operations
1,160 
761 
18 
1,161 
483 
 
3,591 
146 
 
3,737 
5,407 
— 
9,144 
  -   discontinued operations
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
— 
42 
42 
Unwind of discount (4)
(89)
(30)
(2)
— 
(70)
— 
 
(191)
(6)
 
(197)
(258)
— 
(455)
At 31 December
2,741 
1,732 
66 
147 
1,633 
505 
 
6,824 
1,042 
 
7,866 
10,316 
— 
18,182 
                             
Individually assessed
                           
  - banks
— 
— 
— 
— 
 
117 
 
126 
— 
127 
  - customers
— 
546 
57 
111 
502 
56 
 
1,272 
676 
 
1,948 
8,161 
— 
10,109 
Collectively assessed
2,526 
689 
— 
14 
733 
177 
 
4,139 
— 
 
4,139 
1,157 
— 
5,296 
Latent
215 
497 
15 
398 
272 
 
1,404 
249 
 
1,653 
997 
— 
2,650 
 
2,741 
1,732 
66 
147 
1,633 
505 
 
6,824 
1,042 
 
7,866 
10,316 
— 
18,182 

For the notes relating to this table refer to page 163.

 
162

 
Business review Risk and balance sheet management continued

 
UK  
 Retail  
UK  
Corporate  
Wealth  
GTS (1)
Ulster  
Bank  
US  
R&C (2)
 
Total 
R&C (2)
GBM (3)
 
Total 
Core  
Non-Core  
RFS MI 
Group 
2009
£m  
£m  
£m  
£m  
£m  
£m  
 
£m  
  £m
 
£m  
£m  
£m  
£m  
At 1 January
2,086 
696 
34 
43 
491 
298 
 
3,648 
621 
 
4,269 
5,182 
1,565 
11,016 
Transfers to disposal
  groups
— 
— 
— 
— 
— 
— 
 
(16)
 
(16)
(305)
(3)
(324)
Currency translation
  and other adjustments
67 
128 
(109)
(34)
 
58 
365 
 
423
(851)
(102)
(530)
Disposal of subsidiaries
— 
— 
— 
— 
— 
— 
 
— 
(62)
 
(62)
(3)
— 
(65)
Amounts written-off
(1,150)
(352)
(12)
(23)
(34)
(546)
 
(2,117)
(169)
 
(2,286)
(4,192)
(461)
(6 , 939)
Recoveries of
  amounts previously
  written-off
97 
20 
— 
58 
 
178 
11 
 
189 
136 
74 
399 
Charged to income
  statement
                           
  - continuing operations
1,679 
923 
33 
39 
649 
702 
 
4,025 
542 
 
4,567 
8,523 
— 
13,090 
  -   discontinued operations
— 
— 
— 
— 
— 
— 
 
— 
— 
 
— 
— 
1,044 
1,044 
Unwind of discount (4)
(102)
(21)
(1)
— 
(36)
— 
 
(160)
(3)
 
(163)
(238)
(7)
(408)
At 31 December
2,677 
1,271 
55 
189 
962 
478 
 
5,632 
1,289 
 
6,921
8,252 
2,110 
17 , 283
                             
Individually assessed
                           
  - banks
— 
— 
— 
— 
 
10 
125 
 
135 
22 
— 
157 
  - customers
— 
205 
44 
156 
280 
14 
 
699 
573 
 
1,272 
6,229 
1,295 
8,796 
Collectively assessed
2,475 
475 
— 
17 
412 
130 
 
3,509 
— 
 
3,509 
1,266 
479 
5,254 
Latent
202 
591 
270 
334 
 
1,414 
591 
 
2,005 
735 
336 
3,076 
 
2,677 
1,271 
55 
189 
962 
478 
 
5,632 
1,289 
 
6,921 
8,252 
2,110 
17,283 

Notes:
(1)
Global Transaction Services.
(2)
Retail & Commercial.
(3)
Global Banking & Markets.
(4)
Recognised in interest income.

Analysis of loan impairment charge
The following table analyses impairment losses.
 
2011 
£m  
2010 
£m  
2009 
£m  
 
Latent loss
(545)
(121)
1,184 
Collectively assessed
2,591 
3,070 
3 , 994 
Individually assessed
5,195 
6,208 
7 , 878 
Customer loans
7,241 
9,157 
13,056 
Bank loans
— 
(13)
34 
Securities
1,468 
112 
809 
Charge to income statement
8,709 
9,256 
13,899  
       
Charge relating to customer loans as a % of gross customer loans (1)
1.5%
1.7%
2.3%

Note:
(1)
Customer loan impairment charge as a percentage of gross loans and advances to customers including assets of disposal groups and excluding reverse repos.


Key points
·   
Impairment provisions , net of £0.8 billion relating to disposal groups , increased by £1.7 billion during 2011.

·   
Ulster Bank Group’s provisions increased by £3.1 billion during the year (Core - £1.1 billion; Non-Core - £2.0 billion), with provision coverage increasing to 53% (Core - 50%; Non-Core - 54%) from 44% at the end of 2010 , predominantly reflecting the deterioration in the value of the commercial real estate development portfolio.
 
 
163

 
 
Business review Risk and balance sheet management continued
 
Risk management: Credit risk continued
Balance sheet analysis: REIL, provisions and reserves continued

 
2011
 
2010
 
2009
 
Core 
Non-Core 
RFS 
MI 
Total 
 
Core 
Non-Core 
Total 
 
Core
Non-Core
Total
 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m
£m
£m
Loan impairment losses
                       
  - customers
3,403 
3,838 
— 
7,241 
 
3,742 
5,415 
9,157 
 
4,555
8,501
13,056
  - banks
— 
— 
— 
— 
 
(5)
(8)
(13)
 
12
22
34
 
3,403 
3,838 
— 
7,241 
 
3,737 
5,407 
9,144 
 
4,567
8,523
13,090
                         
Impairment losses on securities
                       
  - debt securities
1,381 
50 
1,433 
 
40 
41 
81 
 
98
503
601
  - equity securities
31 
— 
35 
 
27 
31 
 
13
195
208
 
1,385 
81 
1,468 
 
44 
68 
112 
 
111
698
809
                         
Charge to income statement
4,788 
3,919 
8,709 
 
3,781 
5,475 
9,256 
 
4,678
9,221
13,899


Key points
·   
The impairment charge, excluding securities, decreased by £1.9 billion or 21% compared with 2010, driven largely by a £1.6 billion reduction in Non-Core, despite continuing challenges in Ulster Bank and corporate real estate portfolios.

·   
The Group’s customer loan impairment charge as a percentage of loans and advances was 1.5% compared with 1.7% for 2010.

·   
The securities impairment in 2011 primarily reflects an impairment charge of £1.3 billion in respect of the Group’s holdings of Greek sovereign bonds and related interest rate hedges.

Available-for-sale debt securities and reserves
The table below analyses available-for-sale debt securities and related reserves, gross of tax.

 
2011
 
2010
 
US 
UK 
Other (1)
Total 
 
US 
UK 
Other (1)
Total 
 
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
Central and local government
20,848 
13,436 
25,552 
59,836 
 
22,244 
8,377 
32,865 
63,486 
Banks
376 
1,391 
11,408 
13,175 
 
704 
4,297 
11,981 
16,982 
Other financial institutions
17,453 
3,100 
11,199 
31,752 
 
15,973 
1,662 
11,513 
29,148 
Corporate
131 
1,105 
1,299 
2,535 
 
65 
438 
1,011 
1,514 
Total
38,808 
19,032 
49,458 
107,298 
 
38,986 
14,774 
57,370 
111,130 
                   
Of which ABS
20,256  
3,659  
16,820 
40,735 
 
20,872 
4,002 
17,641 
42,515 
                   
AFS reserves (gross)
486 
845 
(1,815)
(484)
 
(304)
158 
(2,559)
(2,705)

Note:
(1)
Includes eurozone countries as detailed on pages 169 to 186 .
 
 
164

 
Business review Risk and balance sheet management continued
 
Available-for-sale debt securities: gross unrealised losses
The table below shows the fair value of available-for-sale debt securities that were in an unrealised loss position at 31 December and the related gross unrealised losses.
 
 
Less than 12 months
 
More than 12 months
 
Total
 
Fair value 
Gross 
unrealised 
losses 
 
Fair value 
Gross 
unrealised 
losses 
 
Fair value 
Gross 
unrealised 
losses 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government - Other
2,878 
65 
 
778 
106 
 
3,656 
171 
Banks
3,924 
49 
 
5,676 
789 
 
9,600 
838 
Other financial institutions
472 
41 
 
6,504 
2,345 
 
6,976 
2,386 
Corporate
204 
11 
 
78 
 
282 
13 
Total
7,478 
166 
 
13,036 
3,242 
 
20,514 
3,408 
                 
Of which ABS
878 
54  
 
11,908 
3,104 
 
12,786 
3,158  
                 
2010
               
Central and local government
               
  - UK
716 
10 
 
 
716 
10 
  - US
74 
 
163 
 
237 
  - Other
4,328 
 
1,738 
612 
 
6,066 
618 
Banks
1,655 
16 
 
6,202 
770 
 
7,857 
786 
Other financial institutions
2,993 
73 
 
6,972 
2,553 
 
9,965 
2,626 
Corporate
163 
32 
 
114 
23 
 
277 
55 
Total
9,929 
138 
 
15,189 
3,959 
 
25,118 
4,097 
                 
Of which ABS
2,519 
101 
 
12,867 
3,296 
 
15,386 
3,397 
 
 
165

 
 
Business review Risk and balance sheet management continued

Risk management: Country risk
Introduction*
Country risk is the risk of material losses arising from significant country-specific events such as sovereign events (default or restructuring); economic events (contagion of sovereign default to other parts of the economy, cyclical economic shock); political events (transfer or convertibility restrictions and expropriation or nationalisation); and natural disaster or conflict. Such events have the potential to affect elements of the Group’s credit portfolio that are directly or indirectly linked to the country in question and can also give rise to market, liquidity, operational and franchise risk related losses.

External risk environment*
2011 was another year of heightened country risks. However, trends were divergent, with conditions deteriorating among vulnerable eurozone countries facing growth impediments and higher public debt burdens, while many emerging markets continued to enjoy relative stability, seeing net inflows of capital for the full year and lower spreads despite some risk aversion in the second half. In the US, notwithstanding a more challenging political environment and a sovereign downgrade from a rating agency, a deal was secured to increase the sovereign debt ceiling, and yields on government debt remain low.

Eurozone risks
Europe was at the centre of rising global risks, owing to a combination of slower growth among some of its major economies and a further deepening of the ongoing sovereign crisis, which in turn harmed financial sector health. Risks in Greece rose as a deeper than expected contraction in GDP impacted the fiscal adjustment programme and hit debt sustainability. Negotiations on a voluntary restructuring of public debt held by the private sector commenced in the first half and a deal was eventually reached in February 2012, with more punitive write-offs for private investors than previously envisaged. This in turn led to an agreement by eurozone leaders on a further borrowing programme for the Greek government.

In May 2011, Portugal’s new government agreed a borrowing programme with the European Union and International Monetary Fund (EU-IMF) after a sharp deterioration in sovereign liquidity. Ireland's performance under its EU-IMF programme was good and the announcement of a bank restructuring deal without defaults on senior debt obligations helped improve market confidence. This was reflected in a compression in bond spreads in the second half of the year .

Despite the announcement of significant new support proposals by eurozone leaders in July 2011, investor worries over risks to their implementation rose and market conditions worsened markedly as a result. Risk aversion towards Spanish and Italian assets picked up and despite a policy response by both countries, yields remained elevated, prompting the ECB to intervene to support their bonds in secondary markets for the first time. Contagion affected bank stocks and asset prices.
 
Eurozone leaders responded by stepping up anti-crisis efforts, focusing largely on agreeing fiscal reform, bolstering bank capital and strengthening capacity to offer financing support to sovereigns losing market access. The ECB continued to buy sovereign debt in the secondary market and increased liquidity support to banks with the introduction of an emergency three-year long-term refinancing operation in December. This helped ease interbank funding tensions somewhat and may have contributed to some relief in sovereign debt markets late in the year, as yields on new issuance by Spain and Italy dropped.

Emerging markets
Emerging markets continued to perform relatively well. In Asia, despite slowing growth, China and India continued to post strong overall expansion, while generally large external savings levels reinforced balance of payments stability. In China specifically, measures to curb house price growth began to have a more noticeable impact, with real estate prices falling in many cities. Efforts are underway to address some bank asset quality concerns linked to rapid lending growth in 2009.

In emerging Europe, Russia experienced some contagion into asset markets from weaker commodity prospects and a challenging investment climate, but the sovereign balance sheet remained quite robust. Foreign exchange debts remained a risk factor in a number of Eastern European economies. Elsewhere, Turkey’s economy cooled in the second half of 2011, helping to narrow the current account deficit sharply, though external vulnerabilities persisted.

The Middle East and North Africa witnessed political instability in a number of the relatively lower-income countries. The path of any transition has yet to become fully clear in most cases. Excluding Bahrain, pressures for change were more contained in the Gulf Co-Operation Council countries.

Latin America remained characterised by relative stability owing to balance sheet repair by a number of countries following crises in previous decades. Capital inflows contributed to currency appreciation, but overheating pressures have so far proven contained, including in Brazil where credit growth slowed from high levels.

Outlook
Overall, the outlook for 2012 remains challenging with risks likely to remain elevated but divergent. Much will depend on the success of EU efforts to contain contagion from the sovereign crisis (where downside risks are high) and whether growth headwinds in larger advanced economies persist. Emerging market balance sheet risks remain lower, despite ongoing structural and political constraints, but these economies will continue to be affected by events elsewhere through financial markets and trade channels.

* unaudited
 
 
166

 
Business review Risk and balance sheet management continued

Governance*
All country exposures are covered by the Group's country risk framework. In this framework, a limited number of advanced countries are under risk-based monitoring, with all other countries placed under limit control using the Group’s country risk watchlist process either when these have been identified as exhibiting signs of stress, or when it is considered appropriate. Detailed portfolio reviews are undertaken to align country risk profiles to the Group’s country risk appetite in light of evolving economic and political developments.

The framework for the Group’s appetite for country risk is set by the Executive Risk Forum (ERF) in the form of country risk appetite ceilings by sovereign risk grade for both total and medium-term exposure. Authority is delegated to the Group Country Risk Committee to manage exposures within the framework, with escalation where needed to ERF.

Total and medium-term exposure limits are set for individual countries based on a risk assessment taking into account the country’s economic situation and outlook as well as the Group’s franchise and business mix in that country. Additional limitations (for example, on foreign-currency exposure and product types with higher potential for loss in case of country events) may be established to address specific vulnerabilities in the context of a country's outlook and/or the Group's business strategy in a particular country.

Monitoring, management and mitigation*
A country watchlist framework is in place to proactively monitor emerging issues and facilitate the development of mitigation strategies.

Management of country risk was further strengthened in 2011 with intensified stress testing, portfolio actions on a number of countries and enhancements to risk appetite setting and management systems, contributing inter alia to a reduction in exposures to a range of countries.

During 2011, the Group conducted an analysis of its country risk profile. The outcome of this analysis was used to define more specific scenarios to be used as trigger events in stress testing - on an ongoing basis - at both Group and divisional levels. Such risk scenarios include a major balance sheet deleveraging across Europe, a default of a eurozone sovereign, or one or more stressed member states exiting the eurozone and undergoing currency redenomination, with subsequent contagion effects.

The situation remains very uncertain and the results of stress tests are sensitive to input assumptions. As a result, estimates of the potential impact on the Group of various developments are wide-ranging. If a single country exits the eurozone, the impact could be limited. If several do, the impact is likely to be significant. Depending on the circumstances, the generally negative effect on the Group of devaluations could be offset by the impact of revaluations. Nonetheless, the extent of market disruption is very difficult to predict and could be substantial.
 
From mid-2011, the Group intensified its risk-mitigating actions at divisional level aimed at preparing the Group for a wide variety of potential eurozone stress scenarios, with a particular focus on counterparty credit risk, settlement risk and funding risk. It also carried out a detailed assessment of the potential impact of such scenarios on Group systems to ensure broad readiness.

In a few specific cases, management of the Group’s exposure was temporarily handed over to a cross-divisional country crisis team. Risk mitigation actions typically included taking guarantees or insurance, updating collateral agreements, credit documentation reviews and specified credit referral processes.

Risk appetite setting was strengthened by various measures. In addition to Greece, Ireland and Portugal, the Group brought Italy and Spain under country limit control. Belgium and Japan followed in January 2012, with other advanced countries scheduled for review in this process throughout 2012. Benchmark ratios systematically guide the setting of medium-term country exposure limits.

The Group’s regular, comprehensive and detailed country exposure reviews were further enhanced by intensified counterparty monitoring. Refer to pages 105 to 107 for discussion on banks, financial institutions and other sectors.

All of this, in combination with customers’ own efforts to reduce their debt levels, contributed to reductions in exposure to a range of countries including the vulnerable eurozone countries, Japan and countries in political transition in North Africa and the Middle East. Exposure reductions were implemented selectively, often retaining some credit lines for strategic clients and in cases of sufficient risk mitigation. Due to their nature, medium-term exposures cannot be adjusted as rapidly as short-term exposure.

Further strategic enhancements to portfolio management systems included the introduction of a comprehensive country risk management and reporting application, comprising banking and trading book exposures across the Group on a consistent basis, and taking account of country risk transfers given guarantees, insurance and collateral taken. This system supports analysing and managing the exposures to countries in the eurozone and elsewhere, by tenor bucket, currency type, sector and product type, as well as by individual counterparty names and facilities. In addition, developments in trading book management systems played a role in actual exposure reductions in trading on a number of countries.

Internal rating systems were also further developed, contributing to more accurate calculations of country-specific default probabilities and expected loss given default rates which are determinants in the calculation of risk-weighted assets and economic capital.

Other developments in country risk management in 2011 included the development of the regional and country risk view in the Group’s economic capital model and in integrated stress testing.
 
* unaudited
 
167

 
 
Business review Risk and balance sheet management continued

Risk management: Country risk continued
Monitoring, management and mitigation* continued
Going forward, the Group continues to extend country limit control to other countries within and outside the eurozone and will continue to manage medium-term exposure closer to its medium-term benchmark ratios. In addition, work is continuing on the determination of actual appetite per country, on the country risk reporting systems and their integration with credit, treasury and finance systems, on the representation of country risk aspects in rating models, economic capital models and integrated stress testing, and on the combination with actual and expected returns. All of this should help RBS determine and steer its risk profile and further optimise the Group’s global portfolio management.

Credit default swap (CDS) contracts are used for a number of purposes such as hedging of the credit trading portfolio, management of counterparty credit exposure and the mitigation of wrong-way risk. The Group generally uses CDS contracts to manage exposure on a portfolio rather than specific exposures. This may give rise to maturity mismatches between the underlying exposure and the CDS contract as well as between bought and sold CDS contracts on the same reference entity.

The terms of the Group’s CDS contracts are covered by standard ISDA documentation, which determines if a contract is triggered due to a credit event. Such events may include bankruptcy or restructuring of the reference entity or a failure of the reference entity to repay its debt or interest. Under the terms of a CDS contract, one of the regional ISDA Credit Derivatives Determinations Committees is empowered to decide whether or not a credit event has occurred.

Country risk analysis
All the data tables and related definitions in this section are audited.

The following tables show the Group’s exposure by country of incorporation of the counterparty at 31 December 2011. Countries shown are those where the Group’s balance sheet exposure to counterparties incorporated in the country exceeded £1 billion and the country had an external rating of A+ or below from S&P, Moody’s or Fitch at 31 December 2011, as well as selected eurozone countries. The numbers are stated before taking into account the impact of mitigating action, such as collateral, insurance or guarantees that may have been taken to reduce or eliminate exposure to country risk events. Exposures relating to ocean-going vessels are not included due to their multinational nature.

The following definitions apply to the tables and key points on pages 169 to 186:

Lending comprises gross loans and advances to: central and local governments; central banks, including cash balances; other banks and financial institutions, incorporating overdraft and other short-term credit lines; corporations, in large part loans and leases; and individuals, comprising mortgages, personal loans and credit card balances. Lending includes impaired loans and loans where an impairment event has taken place, but no impairment provision is recognised.

Debt securities comprise securities classified as available-for-sale (AFS), loans and receivables (LAR), held-for-trading (HFT) and designated as at fair value through profit or loss (DFV). All debt securities other than LAR securities are carried at fair value with LAR debt securities are carried at amortised cost less impairment. HFT debt securities are presented as gross long positions (including DFV securities) and short positions per country. Impairment losses and exchange differences relating to AFS debt securities, together with interest , are recognised in the income statement; other changes in the fair value of AFS securities are reported within AFS reserves, which are presented gross of tax .

Derivatives comprise the mark-to-market (mtm) value of such contracts after the effect of enforceable netting agreements, but gross of collateral. Reverse repurchase agreements (repos) comprise the mtm value of counterparty exposure arising from repo transactions net of collateral.

Balance sheet exposures comprise lending exposures, debt securities and derivatives, and repo exposures.

Contingent liabilities and commitments comprise contingent liabilities, including guarantees and committed undrawn facilities.

Credit default swap (CDS) under CDS contract the credit risk on the reference entity is transferred from the buyer to the seller. The fair value, or mtm, represents the balance sheet carrying value. The mtm value of CDSs is included within derivatives against the counterparty of the trade, as opposed to the reference entity. The notional is the par amount of the credit protection bought or sold and is included against the reference entity of the CDS contract.

The column CDS notional less fair value represents the notional less fair value amounts arising from sold positions netted against those arising from bought positions, and represents the net change in exposure for a given reference entity should the CDS contract be triggered by a credit event , assuming there is a zero recovery rate. However, in most cases, the Group expects the recovery rate to be greater than zero and the exposure change to be less than this amount.

The Group primarily transacts CDS contracts with investment-grade global financial institutions who are active participants in the CDS market. These transactions are subject to regular margining. For European peripheral sovereigns, credit protection has been purchased from a number of major European banks, predominantly outside the country of the reference entity. In a few cases where protection was bought from banks in the country of the reference entity, giving rise to wrong-way risk, this risk is mitigated through specific collateralisation. Due to their bespoke nature, exposures relating to CDPCs and related hedges have not been included, as they cannot be meaningfully attributed to a particular country or a reference entity. Exposures to CDPCs are disclosed on page 148.

The Group used CDS contracts throughout 2011 to manage both eurozone country and counterparty exposures. As shown in the individual country tables, this resulted in increases in both gross notional bought and sold eurozone CDS contracts, mainly on Italy, France and the Netherlands. The magnitude of the fair value of bought and sold CDS contracts increased over 2011 in line with the widening of eurozone CDS spreads.

‘Other eurozone’ comprises Austria, Cyprus, Estonia, Finland, Malta, Slovakia and Slovenia.

* unaudited

 
168

 
Business review Risk and balance sheet management continued
 
Monitoring, management and mitigation* continued

 
Lending
                           
 
Central 
and local 
 government 
Central 
 banks 
Other 
 banks 
 
Other 
financial 
institutions 
Corporate 
Personal 
Total 
lending 
 
Of which 
Non - Core 
 
Debt 
securities 
 
Derivatives 
(gross of 
collateral)
 and repos 
 
Balance 
sheet  
exposures 
 
Contingent 
liabilities and 
commitments 
 
Total 
 
CDS 
notional 
less fair 
value 
2011
£m 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
Eurozone
                                         
Ireland
45 
1,467 
136 
336 
18,994 
18,858 
39,836 
 
10,156 
 
886  
 
2,824 
 
43,546  
 
2,928 
 
46,474  
 
53 
Spain
206 
154 
5,775 
362 
6,509 
 
3,735 
 
6,155 
 
2,393 
 
15,057 
 
2,630  
 
17,687  
 
(1,013)
Italy
73 
233 
299 
2,444 
23 
3,072 
 
1,155 
 
1,258 
 
2,314 
 
6,644 
 
3,150  
 
9,794  
 
(452)
Greece
31 
427  
14 
485  
 
94 
 
409 
 
355 
 
1,249  
 
52  
 
1,301  
 
Portugal
10 
495 
510 
 
341 
 
113 
 
519 
 
1,142 
 
268 
 
1,410 
 
55 
Germany
18,068 
653 
305 
6,608 
155 
25,789 
 
5,402 
 
15,767  
 
16,037  
 
57,593  
 
7,527 
 
65,120  
 
(2,401)
Netherlands
2,567 
7,654 
623 
1,575 
4,827 
20 
17,266 
 
2,498 
 
9,893  
 
10,285  
 
37,444  
 
10,216  
 
47,660 
 
(1,295)
France
481 
1,273 
437 
3,761 
79 
6,034 
 
2,317 
 
7,794  
 
9,058  
 
22 , 886  
 
10,217 
 
33,103  
 
(2,846)
Luxembourg
101 
1,779 
2,228 
4,110 
 
1,497 
 
130 
 
3,689  
 
7,929  
 
2,007 
 
9,936 
 
(404)
Belgium
213 
287 
354 
588 
20 
1,470 
 
480 
 
652 
 
3,010 
 
5,132 
 
1,359 
 
6,491 
 
(99)
Other
121 
28 
115 
1,375 
26 
1,665 
 
324 
 
710  
 
1,971 
 
4,346  
 
1,365 
 
5,711  
 
(25)
Total
3,443 
27,282 
3,550 
5,385 
47,522  
19,564 
106,746  
 
27,999 
 
43,767  
 
52,455 
 
202,968  
 
41,719  
 
244,687 
 
(8,426)
                                           
Other countries
                                       
India
275 
610 
35 
2,949 
127 
3,996 
 
350 
 
1,530  
 
218 
 
5,744  
 
1,280 
 
7,024  
 
(105)
China
74 
178 
1,237 
17 
654 
30 
2,190 
 
50 
 
597  
 
413 
 
3,20
 
1,559 
 
4,759  
 
(62)
South Korea
812 
576 
1,397 
 
 
845  
 
404 
 
2,646  
 
627 
 
3,273  
 
(22)
Turkey
215 
193 
253 
66 
1,072 
16 
1,815 
 
423 
 
361  
 
94 
 
2,27
 
437 
 
2,707  
 
10 
Russia
36 
970 
659 
62 
1,735 
 
76 
 
186 
 
66 
 
1,987 
 
356 
 
2,343 
 
(343)
Brazil
936 
227 
1,167 
 
70 
 
790 
 
24 
 
1,981 
 
319 
 
2,300 
 
(377)
Romania
66 
145 
30 
413 
392 
1,054 
 
1,054 
 
220 
 
 
1,28
 
160 
 
1,440  
 
Mexico
233 
683 
924 
 
39 
 
83 
 
131 
 
1,138  
 
353 
 
1,491  
 
10 
Poland
35 
208 
624 
885 
 
45 
 
116 
 
56 
 
1,057 
 
701 
 
1,758  
 
(99)

* unaudited
 
 
169

 
 
Business review Risk and balance sheet management continued
Monitoring, management and mitigation* continued
Risk management: Country risk continued

 
Lending
                           
 
Central 
and local 
 government 
Central 
 banks 
Other 
 banks 
 
Other 
financial 
institutions 
Corporate 
Personal 
Total 
lending 
 
Of which 
Non - Core 
 
Debt 
securities 
 
Derivatives  
(gross of  
collateral)
 and repos  
 
Balance 
sheet  
exposures 
 
Contingent 
liabilities and 
commitments 
 
Total 
 
CDS 
notional 
less fair 
value 
2010
£m 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
Eurozone
                                         
Ireland
61 
2,119 
87 
813  
19,886 
20,228 
43,194  
 
10,758 
 
1,323 
 
2,940 
 
47,457  
 
4,316 
 
51,773  
 
(32)
Spain
19 
166 
92 
6,991 
407 
7,680 
 
4,538 
 
7,107 
 
2,047 
 
16,834 
 
3,061 
 
19,895 
 
(964)
Italy
45 
78 
668 
418 
2,483 
27 
3,719 
 
1,901 
 
3,836 
 
2,032 
 
9,587 
 
3,853 
 
13,440 
 
(838)
Greece
14 
36 
18 
31  
191 
16 
306  
 
130 
 
974 
 
227 
 
1,507  
 
164 
 
1,671  
 
182 
Portugal
86 
63 
611 
766 
 
316 
 
242 
 
394 
 
1,402 
 
734 
 
2,136 
 
41 
Germany
10,894 
1,060 
422 
7,519 
162 
20,057 
 
6,471 
 
14,747  
 
15,266 
 
50,070  
 
8,917 
 
58,987  
 
(1,551)
Netherlands
914 
6,484 
554 
1,801 
6,170 
81 
16,004 
 
3,205 
 
12,523 
 
9,058 
 
37,585 
 
18,141 
 
55,726 
 
(1,530)
France
511 
1,095 
470 
4,376 
102 
6,557 
 
2,787 
 
14,041  
 
8,607  
 
29,205  
 
11,640 
 
40,845  
 
(1,925)
Luxembourg
25 
26 
734 
2,503 
3,291 
 
1,517 
 
378 
 
2,545 
 
6,214 
 
2,383 
 
8,597 
 
(532)
Belgium
102 
14 
441 
32 
893 
327 
1,809 
 
501 
 
803 
 
2,238 
 
4,850 
 
1,492 
 
6,342 
 
57  
Other
124 
142 
119 
1,505 
24 
1,915 
 
332 
 
535 
 
1,370 
 
3,820 
 
2,037 
 
5,857 
 
(82)
Total
1,876 
19,659 
4,320 
4,932 
53,128 
21,383 
105,298 
 
32,456 
 
56,509  
 
46,724  
 
208,531  
 
56,738 
 
265,269  
 
(7,174)
                                           
Other countries
                                       
India
1,307 
307 
2,665 
273 
4,552 
 
653 
 
1,686 
 
178 
 
6,416 
 
1,281 
 
7,697 
 
(195)
China
17 
298 
1,223 
16 
753 
64 
2,371 
 
236 
 
573 
 
252 
 
3,196 
 
1,589 
 
4,785 
 
(117)
South Korea
276 
1,033 
558 
1,874 
 
53 
 
1,353 
 
493 
 
3,720 
 
1,143 
 
4,863 
 
(159)
Turkey
282 
68 
448 
37 
1,386 
12 
2,233  
 
692 
 
550 
 
111 
 
2,894  
 
686 
 
3,58
 
(91)
Russia
110 
244 
1,181 
58 
1,600 
 
125 
 
124 
 
51 
 
1,775 
 
596 
 
2,371 
 
(134)
Brazil
825 
315 
1,145 
 
120 
 
687 
 
15 
 
1,847 
 
190 
 
2,037 
 
(369)
Romania
36 
178 
21 
21 
426 
446 
1,128 
 
1,123 
 
310 
 
 
1,446 
 
319 
 
1,765 
 
23 
Mexico
149 
999 
1,157 
 
303 
 
144 
 
122 
 
1,423 
 
840 
 
2,263 
 
84 
Poland
168 
655 
843 
 
108 
 
271 
 
69 
 
1,183 
 
1,020 
 
2,203 
 
(94)

* unaudited

 
170

 
Business review Risk and balance sheet management continued
Monitoring, management and mitigation* continued
Key points*
Reported exposures are affected by currency movements. Over the year, sterling fell 0.3% against the US dollar and rose 3.1% against the euro.

·   
Exposure to most countries shown in the table declined over 2011 as the Group maintained a cautious stance and many bank clients reduced debt levels. Decreases were seen in balance sheet and off-balance sheet exposures in many countries. Increases in derivatives and repos were in line with the Group’s strategy, driven partly by customer demand for hedging solutions and partly by market movements; risks are generally mitigated by active collateralisation.

·   
India - strong economic growth in 2011 resulted in increased exposure across most product types until the fourth quarter, when a decline took place, driven by a Global Transaction Services (GTS) exercise in the region to manage down risk-weighted assets, natural run-offs/maturities and a sharp rupee depreciation. Year-on-year increases in lending to corporate clients (£0.3 billion) and the central bank (£0.3 billion) were offset by reductions in lending to banks (£0.7 billion) and other financial institutions (£0.3 billion).

·   
China - lending to Chinese banks increased in the first three quarters of the year, supporting trade finance activities and on-shore regulatory needs, but by the end of 2011 exposure had decreased close to December 2010 levels. The Group reduced lending in the interbank money markets over the final quarter. This reduction in lending was offset by significant growth in repo trading with Chinese financial institutions helping to support the Group’s funding requirements, with highly liquid US Treasuries being the main underlying security. A reduction in off-balance sheet exposures, including guarantees and undrawn commitments, was in part due to the run-off of performance bonds in respect of shipping deliveries and also due to reduced appetite for trade finance assets.
 
·   
South Korea - exposure decreased by £1.6 billion during 2011. This was partly due to a reduction in debt securities as the Group managed its wrong-way risk exposure. The Group maintained a cautious stance given the current global economic downturn.

·   
Turkey - exposures were managed down in most categories, with the non-strategic (mid-market) portfolio significantly reduced in 2011. Nonetheless, Turkey continues to be one of the Group’s key emerging markets. The strategy remains client-centric, with the product offering tailored to selected client segments across large Turkish international corporate clients and financial institutions as well as Turkish subsidiaries of global clients.

·   
Mexico - asset sales and a number of early repayments in the corporate portfolio led to exposure falling £0.8 billion in the year. This decline also reflects the Group’s cautious approach to new business following its decision to close its onshore operation in Mexico.

·   
Eurozone periphery (Ireland, Spain, Italy, Greece and Portugal) - exposure decreased across most of the periphery, with derivatives (gross of collateral) and repos being the only component that still saw some increases (partly an effect of market movements on existing positions). Most of the Group’s country risk exposure to the eurozone periphery countries arises from the activities of GBM and Ulster Bank (with respect to Ireland). The Group has some large holdings of Spanish bank and financial institution mortgage-backed security bonds and smaller quantities of Italian bonds and Greek sovereign debt. GTS provides trade finance facilities to clients across Europe including the eurozone periphery.
 
* unaudited
 
171

 
 
Business review Risk and balance sheet management continued
 
Risk management: Country risk continued
Eurozone
 
         
AFS and 
 LAR debt 
 securities 
   
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
         
AFS 
 reserves 
 
Total debt 
 securities 
     
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and
  local government
3,443 
 
18,406 
81 
 
19,597 
15,049 
22,954 
 
1,925 
 
28,322 
 
37,080 
36,759 
 
6,488  
(6,376)
Central banks
27,282 
 
20 
 
26 
 
5,770 
 
33,078 
 
 
Other banks
3,550 
 
8,423 
(752)
 
1,272 
1,502 
8,193 
 
29,685 
 
41,428 
 
19,736  
19,232 
 
2,303  
(2,225)
Other financial
  institutions
5,385 
 
10,494 
(1,129)
 
1,138 
471 
11,161 
 
10,956 
 
27,502  
 
17,949  
16,608 
 
693  
(620)
Corporate
47,522  
14,152  
7,267  
 
964 
23  
 
528 
59 
1,433 
 
4,118 
 
53,073  
 
76,966 
70,119 
 
2,241  
(1,917)
Personal
19,564 
2,280  
1,069  
 
— 
— 
 
— 
— 
— 
 
 
19,565 
 
— 
— 
 
— 
— 
 
106,746  
16,432  
8,336  
 
38,307 
(1,777)
 
22,541 
17,081 
43,767 
 
52,455  
 
202,968 
 
151,731 
142,718 
 
11,725 
(11,138)
                                         
2010
                                       
Central and local
  government
1,876 
— 
— 
 
23,201  
(893)
 
25,041  
14,256 
33,986 
 
1,537 
 
37,399 
 
28,825 
29,075 
 
2,899 
(2,843)
Central banks
19,659 
— 
— 
 
— 
— 
 
— 
 
6,382 
 
26,048 
 
— 
— 
 
— 
— 
Other banks
4,320 
— 
— 
 
9,192 
(916)
 
1,719 
1,187 
9,724 
 
25,639 
 
39,683 
 
16,616 
16,256 
 
1,042 
(1,032)
Other financial
  institutions
4,932 
— 
— 
 
10,583 
(737)
 
908 
83 
11,408 
 
9,025 
 
25,365 
 
12,921 
12,170  
 
173 
(182)
Corporate
53,128 
12,404 
5,393 
 
813 
45 
 
831 
260 
1,384 
 
4,141 
 
58,653 
 
70,354 
63,790  
 
(267) 
461 
Personal
21,383 
1,642 
537 
 
— 
— 
 
— 
— 
— 
 
— 
 
21,383 
 
— 
— 
 
— 
— 
 
105,298 
14,046 
5,930 
 
43,789  
(2,501)
 
28,506  
15,786 
56,509 
 
46,724 
 
208,531 
 
128,716 
121,291 
 
3,847  
(3,596)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
67,624 
5,585 
 
1,085  
131  
 
198 
23 
 
— 
 
68,907 
5,739  
Other financial institutions
79,824 
5,605  
 
759 
89 
 
2,094 
278 
 
147 
14 
 
82,824 
5,986  
Total
147,448 
11,190 
 
1,844 
220 
 
2,292 
301 
 
147 
14  
 
151,731 
11,725 

 
172

 
Business review Risk and balance sheet management continued
 
Ireland
 
         
AFS and 
 LAR debt 
 securities 
AFS 
 reserves 
 
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
           
Total debt 
 securities 
     
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and
  local government
45 
 
102 
(46)
 
20 
19 
103 
 
92 
 
240 
 
2,145 
2,223 
 
466 
(481)
Central banks
1,467 
 
 
 
 
1,467 
 
 
Other banks
136 
 
177  
(39)
 
195 
14 
358  
 
1,459 
 
1,953  
 
110 
107 
 
21 
(21)
Other financial
  institutions
336 
 
61 
 
116 
35 
142 
 
855 
 
1,333 
 
523 
630 
 
64 
(74)
Corporate
18,994 
10,269 
5,689 
 
148 
 
135 
283 
 
417 
 
19,694 
 
425 
322 
 
(11)
10  
Personal
18,858 
2,258 
1,048 
 
 
 
 
18,859 
 
 
 
39,836 
12,527 
6,737 
 
488  
(82)
 
466 
68 
886  
 
2,824 
 
43,546  
 
3,203  
3,282 
 
540 
(566)
                                         
2010
                                       
Central and local
  government
61 
 
104 
(45)
 
93 
88 
109 
 
20 
 
190 
 
1,872 
2,014 
 
360 
(387)
Central banks
2,119 
 
 
 
126 
 
2,252 
 
 
Other banks
87 
 
435 
(51)
 
96 
45 
486 
 
1,523 
 
2,096 
 
317 
312 
 
103 
(95)
Other financial
  institutions
813  
 
291 
(1)
 
205 
496 
 
837 
 
2,146  
 
566 
597 
 
45 
(84)
Corporate
19,886 
8,291 
4,072 
 
91 
(2)
 
140 
225 
 
434 
 
20,545 
 
483  
344 
 
(20)
17  
Personal
20,228 
1,638 
534 
 
 
 
 
20,228 
 
 
 
43,194  
9,929 
4,606 
 
921 
(99)
 
541 
139 
1,323 
 
2,940 
 
47,457  
 
3,238  
3,267 
 
488 
(549)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
1,586 
300 
 
— 
 
— 
— 
 
— 
— 
 
1,588 
300 
Other financial institutions
1,325 
232 
 
161 
 
129 
 
— 
— 
 
1,615 
240 
Total
2,911  
532 
 
163 
 
129 
 
— 
— 
 
3,203 
540 
 
 
173

 
 
Business review Risk and balance sheet management continued
 
Risk management: Country risk continued
Ireland   continued

Key points*
·   
The Group’s exposure to Ireland is driven by Ulster Bank Group (87% of the Group’s Irish exposure at 31 December 2011). The portfolio is predominantly personal lending of £18.9 billion (largely mortgages) and corporate lending of £19.0 billion (largely loans to the property sector). In addition, the Group has lending and derivatives exposure to the Central Bank of Ireland, financial institutions and large international clients with funding units based in Ireland.

·   
Group exposure declined in all categories, with notable reductions in lending of £3.4 billion and in off-balance sheet items of £1.4 billion over the year, as a result of currency movements and de-risking in the portfolio.

Central and local government and central bank
·   
Exposure to the central bank fluctuates, driven by regulatory requirements and by deposits of excess liquidity as part of the Group’s assets and liabilities management. Exposures fell by £0.7 billion over the year, with most of the decline occurring in the fourth quarter.

Financial institutions
·   
GBM and Ulster Bank account for the majority of the Group’s exposure to financial institutions. Exposure to the financial sector fell by £1.1 billion during the year, caused by a £0.5 billion reduction in lending, a £0.4 billion reduction in debt securities and smaller reductions in derivatives and repos and in off-balance sheet exposure. The largest category is derivatives and repos where exposure is affected predominantly by market movements and transactions are typically collateralised.
 
Corporate
·   
Corporate lending exposure fell approximately £0.9 billion over the year, driven by a combination of exchange rate movements and write-offs. At the end of 2011, lending exposure was highest in the property sector (£11.6 billion), which is also the sector that experienced the largest year-on-year reduction (£0.4 billion). REIL and impairment provisions rose by £2.0 billion and £1.6 billion respectively over the year.

Personal
·   
The Ulster Bank retail portfolio mainly consists of mortgages (approximately 95% of Ulster Bank personal lending at 31 December 2011), with the remainder comprising credit card and other personal lending. Overall personal lending exposure fell approximately £1.4 billion over the year as a result of exchange rate movements, amortisation, a small amount of write-offs and a lack of demand in the market.

Non-Core (included above)
Refer to tables on pages 169 and 170 for details .
·   
Ireland Non-Core lending exposure was £10.2 billion at 31 December 2011, down by £0.6 billion or 6% since 31 December 2010. The remaining lending portfolio largely consists of exposures to real estate (79%), retail (7%) and leisure (4%).

* unaudited
 
 
174

 
Business review Risk and balance sheet management continued
 
Spain
 
               
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
         
AFS and 
 LAR debt 
 securities 
AFS 
 reserves 
 
Total debt 
 securities 
     
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold  
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and
  local government
 
33 
(15)
 
360 
751  
(358)
 
35 
 
(314)
 
5,151 
5,155 
 
538 
(522)
Central banks
 
 
 
 
 
 
Other banks
206 
 
4,892 
(867)
 
162 
214  
4,840  
 
1,622 
 
6,668  
 
1,965 
1,937 
 
154 
(152)
Other financial
  institutions
154 
 
1,580 
(639)
 
65 
1,637 
 
282 
 
2,073 
 
2,417 
2,204 
 
157 
(128)
Corporate
5,775 
1,190 
442 
 
— 
 
27 
36 
 
454 
 
6,265 
 
4,831 
3,959  
 
448 
(399)
Personal
362 
 
 
 
 
362 
 
 
 
6,509 
1,190 
442 
 
6,514  
(1,521)
 
614  
973 
6,155 
 
2,393 
 
15,057 
 
14,364 
13,255  
 
1,297  
(1,201)
                                         
2010
                                       
Central and local
  government
19 
 
88 
(7)
 
1,172 
1,248 
12 
 
53 
 
84 
 
3,820 
3,923 
 
436 
(435)
Central banks
 
 
 
 
 
 
Other banks
166 
 
5,264 
(834)
 
147 
118 
5,293 
 
1,482 
 
6,941 
 
2,087 
2,159 
 
133 
(135)
Other financial
  institutions
92 
 
1,724 
(474)
 
34 
1,751 
 
22 
 
1,865 
 
1,648 
1,388 
 
72 
(45)
Corporate
6,991 
1,871 
572 
 
38 
 
50 
51 
 
490 
 
7,532 
 
5,192 
4,224  
 
231 
(168)
Personal
407 
 
 
 
 
407 
 
 
 
7,680 
1,872 
572 
 
7,085 
(1,277)
 
1,403 
1,381 
7,107 
 
2,047 
 
16,834 
 
12,747 
11,694 
 
872  
(783)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
6,595 
499 
 
68 
 
32 
 
— 
— 
 
6,695 
508 
Other financial institutions
7,238 
736 
 
162 
 
269 
50 
 
— 
— 
 
7,669 
789 
Total
13,833  
1,235 
 
230 
 
301 
54 
 
— 
— 
 
14,364 
1,297 
 
 
175

 
 
Business review Risk and balance sheet management continued
 
Risk management: Country risk continued
Spain   continued

Key points*
·   
The Group maintains strong relationships with Spanish government entities, banks, other financial institutions and large corporate clients. The exposure to Spain is driven by corporate lending and a large MBS covered bond portfolio.

·   
Exposure fell in most categories in 2011, particularly in corporate lending, as a result of steps to de-risk the portfolio.

Central and local government and central bank
·   
The Group’s exposure to the government was negative at 31 December 2011, reflecting net short held-for-trading debt securities.

Financial institutions
·   
A sizeable covered bond portfolio of £6.5 billion is the Group’s largest exposure to the Spanish financial sector. The portfolio continued to perform satisfactorily in 2011. Stress analysis conducted to date on these available-for-sale debt securities indicated that this exposure is unlikely to suffer material credit losses. However, the Group continues to monitor the situation closely.

·   
A further £1.9 billion of the Group’s exposure to financial institutions consists of derivatives exposure to Spanish international banks and a few of the large regional banks, the majority of which is collateralised. This increased £0.4 billion in 2011, due partly to market movements.

·   
Lending to banks consists mainly of short-term uncommitted credit lines with the top two international Spanish banks.

Corporate
·   
Exposure to corporate clients declined during 2011, with reductions in lending of £1.2 billion and in off-balance sheet items of £0.4 billion, driven by reductions in exposure to property, transport and technology, media and telecommunications sectors. The majority of REIL relates to commercial real estate lending and decreased over the year, reflecting disposals and restructurings.

Non-Core (included above)
Refer to tables on pages 169 and 170 for details .
·   
As at 31 December 2011, Non-Core had lending exposure of £3.7 billion to Spain, a reduction of £0.8 billion or 18% since 31 December 2010. The real estate (66%), construction (11%), electricity (7%) and land transport (3%) sectors account for the majority of this lending exposure.

* unaudited
 
 
176

 
Business review Risk and balance sheet management continued
 
Italy
 
         
AFS and 
 LAR debt 
 securities 
AFS 
 reserves 
 
HFT
debt securities
Total debt 
 securities 
 
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
                 
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
 
704 
(220)
 
4,336 
4,725  
315  
 
90 
 
405  
 
12,125 
12,218 
 
1,750 
(1,708)
Central banks
73 
 
 
 
 
73 
 
 
Other banks
233 
 
119 
(14)
 
67 
88  
98  
 
1,064 
 
1,395  
 
6,078  
5,938 
 
1,215  
(1,187)
Other financial institutions
299 
 
685 
(15)
 
40 
13 
712 
 
686 
 
1,697 
 
872 
762 
 
60 
(51)
Corporate
2,444 
361  
113  
 
75 
 
58 
133 
 
474 
 
3,051 
 
4,742  
4,299 
 
350  
(281)
Personal
23 
 
 
 
 
23 
 
 
 
3,072 
361 
113 
 
1,583 
(249)
 
4,501 
4,826 
1,258 
 
2,314 
 
6,644 
 
23,817  
23,217 
 
3,375  
(3,227)
                                         
2010
                                       
Central and local government
45 
 
906 
(99)
 
5,113 
3,175 
2,844 
 
71 
 
2,960 
 
8,998 
8,519 
 
641 
(552)
Central banks
78 
 
 
 
 
78 
 
 
Other banks
668 
 
198 
(11)
 
67 
16 
249 
 
782 
 
1,699  
 
4,417 
4,458 
 
421 
(414)
Other financial institutions
418 
 
646 
(5)
 
49 
695 
 
759 
 
1,872  
 
723  
697 
 
21  
(13)
Corporate
2,483 
314 
141 
 
20 
 
36 
48 
 
420 
 
2,951 
 
4,506 
3,966 
 
150 
(88)
Personal
27 
 
 
 
 
27 
 
 
 
3,719 
314 
141 
 
1,770 
(115)
 
5,265 
3,199 
3,836 
 
2,032 
 
9,587 
 
18,644 
17,640 
 
1,233 
(1,067)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
12,904 
1,676 
 
487 
94 
 
61 
10 
 
— 
— 
 
13,452 
1,780 
Other financial institutions
10,138 
1,550 
 
 
219 
43 
 
— 
— 
 
10,365 
1,595 
Total
23,042 
3,226 
 
495 
96 
 
280 
53 
 
— 
— 
 
23,817 
3,375 


Key points*
·   
The Group maintains strong relationships with Italian government entities, banks, other financial institutions and large corporate clients. Since the start of 2011, the Group has taken steps to reduce its risks through strategic exits where appropriate, or to mitigate these risks through increased collateral requirements, in line with its evolving appetite for Italian risk. As a result, the Group reduced lending exposure to Italian counterparties by £0.6 billion over 2011 to £3.1 billion.

Central and local government and central bank
·   
The Group is an active market-maker in Italian government bonds, resulting in large gross long and short positions in held-for-trading securities. Given this role, the Group left itself in a relatively modest long position at 31 December 2011 to avoid being temporarily over exposed as a result of its expected participation in the purchase of new government bonds being issued in January 2012.

·   
Over 2011, the total government debt securities position declined by £2.5 billion to £0.3 billion, reflecting a rebalancing of the trading portfolio.

Financial institutions
·   
The majority of the Group’s exposure to Italian financial institutions relates to the top five banks. The Group’s product offering consists largely of collateralised trading products and, to a lesser extent, short-term uncommitted lending lines for liquidity purposes.

Corporate
·   
Lending exposure fell slightly during 2011, with reductions in lending to the property industry offset by increased lending to manufacturing companies, particularly in the fourth quarter.

Non-Core (included above)
Refer to tables on pages 169 and 170 for details .
·   
Non-Core lending exposure was £1.2 billion at 31 December 2011, a £0.7 billion (39%) reduction since 31 December 2010. The remaining lending exposure comprises mainly commercial real estate finance (22%), leisure (20%), unleveraged funds (16%), electricity (15%) and industrials (10%).
 
* unaudited
 
 
177

 
 
Business review Risk and balance sheet management continued
 
Risk management: Country risk   continued
Greece
 
 
Lending 
REIL 
Provisions 
 
AFS and 
 LAR debt 
 securities 
AFS 
 reserves 
   
Total debt 
 securities 
 
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
HFT
debt securities
Notional
 
Fair value
Long 
Short 
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
 
312 
 
102 
409 
 
 
416 
 
3,158 
3,165 
 
2,228 
(2,230)
Central banks
 
 
 
 
 
 
Other banks
 
 
 
290 
 
290 
 
22 
22 
 
(3)
Other financial institutions
31 
 
 
 
 
33 
 
34 
34 
 
(8)
Corporate
427  
256  
256  
 
 
 
63 
 
490  
 
434 
428 
 
144 
(142)
Personal
14 
 
 
 
 
14 
 
 
 
485  
256  
256  
 
312 
 
102 
409 
 
355 
 
1,249  
 
3,648 
3,649 
 
2,383 
(2,383)
                                         
2010
                                       
Central and local government
14 
 
895 
(694)
 
118 
39 
974 
 
 
995  
 
2,960 
3,061 
 
854 
(871)
Central banks
36 
 
 
 
 
36 
 
 
Other banks
18 
 
 
 
167 
 
185 
 
21 
19 
 
(3)
Other financial institutions
31  
 
 
 
 
34  
 
35 
35 
 
11 
(11)
Corporate
191 
48 
48 
 
 
 
50 
 
241 
 
511  
616 
 
44  
(49)
Personal
16 
 
 
 
 
16 
 
 
 
306  
48  
48 
 
895 
(694)
 
118 
39 
974 
 
227 
 
1,507  
 
3,527  
3,731 
 
912  
(934)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
2,001 
1,345 
 
 
— 
— 
 
— 
— 
 
2,002 
1,346 
Other financial institutions
1,507 
945 
 
63 
45 
 
76 
47 
 
— 
— 
 
1,646 
1,037 
Total
3,508  
2,290 
 
64 
46 
 
76 
47 
 
— 
— 
 
3,648 
2,383 


Key points*
·   
The Group has reduced its effective exposure to Greece and continues to actively manage its exposure to the country, in line with the de-risking strategy that has been in place since early 2010. Much of the remaining exposure is collateralised or guaranteed.

Central and local government and central bank
·   
As a result of the continued deterioration in Greece’s fiscal position, coupled with the potential for the restructuring of Greek sovereign debt, the Group recognised an impairment charge in respect of available-for-sale Greek government bonds.

Financial institutions
·   
Activity with Greek financial companies is under close scrutiny; exposure is minimal.

·   
Due to market movements, the gross derivatives exposure to banks increased by £0.1 billion during the year. The portfolio is largely collateralised.
 
Corporate
·   
At the start of 2011, the Group reclassified the domicile of exposures to a number of defaulted clients, resulting in an increase in reported exposure to Greek corporate clients as well as increases in REIL and impairment provisions.

·   
The Group’s focus is now on short-term trade facilities to the domestic subsidiaries of international clients, increasingly supported by parental guarantees.

Non-Core (included above)
Refer to tables on pages 169 and 170 for details .
·   
The Non-Core division’s lending exposure to Greece was £0.1 billion at 31 December 2011, a reduction of 28% since 31 December 2010. The remaining lending portfolio primarily consists of the following sectors: financial intermediaries (33%), construction (20%), other services (16%) and electricity (14%).
 
* unaudited
 
 
178

 
Business review Risk and balance sheet management continued

Portugal
 
         
AFS and 
 LAR debt 
 securities 
   
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
         
AFS 
 reserves 
 
Total debt 
 securities 
     
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
 
56 
(58)
 
36 
152 
(60)
 
19 
 
(41)
 
3,304 
3,413 
 
997 
(985)
Other banks
10 
 
91 
(36)
 
12 
101 
 
389 
 
500 
 
1,197 
1,155 
 
264 
(260)
Other financial institutions
 
 
12 
 
30 
 
42 
 
 
(1)
Corporate
495 
27 
27 
 
42 
 
18 
60 
 
81 
 
636  
 
366 
321 
 
68 
(48)
Personal
 
 
 
 
 
 
 
510 
27 
27 
 
194  
(94)
 
73 
154 
113 
 
519 
 
1,142 
 
4,875 
4,894 
 
1,330 
(1,294)
                                         
2010
                                       
Central and local government
86 
 
92 
(26)
 
68 
122 
38 
 
29 
 
153 
 
2,844 
2,923 
 
471 
(460)
Other banks
63 
 
106 
(24)
 
46 
150 
 
307 
 
520 
 
1,085 
1,107 
 
231 
(243)
Other financial institutions
 
47 
 
54 
 
 
61 
 
 
(1)
Corporate
611 
27 
21 
 
 
 
51  
 
662  
 
581 
507 
 
48 
(29)
Personal
 
 
 
 
 
 
 
766 
27 
21 
 
245 
(49)
 
121 
124 
242 
 
394 
 
1,402  
 
4,519 
4,543 
 
749 
(732)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
2,922 
786 
 
46 
12 
 
— 
— 
 
— 
— 
 
2,968 
798 
Other financial institutions
1,874 
517 
 
— 
— 
 
33 
15 
 
— 
— 
 
1,907 
532 
Total
4,796  
1,303 
 
46 
12 
 
33 
15 
 
— 
— 
 
4,875 
1,330 


Key points*
·   
In early 2011, RBS closed its local operations in Portugal, leaving the Group with modest overall exposure of £1.4 billion by year-end. The portfolio, now managed out of Spain, is focused on corporate lending and derivatives trading with the largest local banks. Medium-term activity has ceased with the exception of that carried out under a Credit Support Annex.

Central and local government and central bank
·   
During 2011, the Group’s exposure to the Portuguese government was reduced to a very small derivatives position, the result of decreases in contingent and lending exposures to public sector entities by way of facility maturities. The Group’s exposure to the government was negative at 31 December 2011, reflecting net short held-for-trading debt securities.
 
Financial institutions
·   
A major proportion of the remaining exposures is focused on the top four systemically important financial groups. Exposures generally consist of collateralised trading products.

Corporate
·   
The largest non-financial corporate exposure is to the energy and transport sectors. The Group’s exposure is concentrated on a few large, highly creditworthy clients.

Non-Core (included above)
Refer to tables on pages 169 and 170 for details .
·   
The Non-Core division’s lending exposure to Portugal was £0.3 billion at 31 December 2011, an increase of 8% in the portfolio since 31 December 2010, due to an infrastructure project drawing committed facilities. The portfolio comprises lending exposure to the land transport and logistics (52%), electricity (30%) and commercial real estate (14%) sectors. There is no exposure to central or local government.
 
* unaudited
 
 
179

 
 
Business review Risk and balance sheet management continued
 
Risk management: Country risk   continued
Germany
 
         
AFS and 
 LAR debt 
 securities 
   
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
         
AFS 
 reserves 
 
Total debt 
 securities 
     
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
 
12,035 
523 
 
4,136 
2,084  
14,087  
 
423 
 
14,510  
 
2,631 
2,640 
 
76 
(67)
Central banks
18,068 
 
 
 
5,704 
 
23,772 
 
 
Other banks
653 
 
1,376 
 
294 
761 
909 
 
6,003  
 
7,565  
 
4,765 
4,694 
 
307 
(310)
Other financial institutions
305 
 
563 
(33)
 
187 
95  
655  
 
3,321 
 
4,281  
 
3,653  
3,403 
 
(2)
Corporate
6,608 
191 
80 
 
109 
 
14 
7
116 
 
586 
 
7,310  
 
20,433 
18,311 
 
148  
(126)
Personal
155 
19 
19 
 
 
 
 
155 
 
 
 
25,789 
210 
99 
 
14,083  
504 
 
4,631 
2,947  
15,767  
 
16,037 
 
57,593 
 
31,482 
29,048 
 
538  
(505)
                                         
2010
                                       
Central and local government
 
10,648  
 
5,964  
4,124 
12,488  
 
160 
 
12,648  
 
2,056 
2,173 
 
25 
(19)
Central banks
10,894 
 
 
 
6,233 
 
17,127 
 
 
Other banks
1,060 
 
1,291 
 
567 
481 
1,377 
 
6,289 
 
8,726 
 
3,848 
3,933 
 
73 
(88)
Other financial institutions
422 
 
494 
(47)
 
195 
17 
672 
 
1,951 
 
3,045 
 
2,712 
2,633 
 
(18)
18  
Corporate
7,519 
163 
44 
 
219 
 
44 
53 
210 
 
633 
 
8,362 
 
20,731 
19,076 
 
(382)
372 
Personal
162 
 
 
 
 
162 
 
 
 
20,057 
163 
44 
 
12,652  
(39)
 
6,770  
4,675 
14,747  
 
15,266 
 
50,070  
 
29,347 
27,815 
 
(302)
283 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
14,644 
171 
 
163 
 
— 
 
— 
— 
 
14,815 
175 
Other financial institutions
16,315 
357 
 
18 
— 
 
334 
 
— 
— 
 
16,667 
363 
Total
30,959 
528 
 
181 
 
342 
 
— 
— 
 
31,482 
538 
 
 
 
180

 
Business review Risk and balance sheet management continued
 
Netherlands
 
         
AFS and 
 LAR debt 
 securities 
     
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
         
AFS 
 reserves 
 
Total debt 
 securities 
     
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
2,567 
 
1,447 
74 
 
849 
591  
1,705  
 
41 
 
4,313  
 
1,206 
1,189 
 
31 
(31)
Central banks
7,654 
 
 
 
 
7,667 
 
 
Other banks
623 
 
802 
217  
 
365 
278 
889 
 
7,574  
 
9,086  
 
965 
995 
 
41 
(42)
Other financial institutions
1,575 
 
6,804 
(386)
 
290 
108 
6,986  
 
1,914 
 
10,475  
 
5,772  
5,541 
 
142  
(131)
Corporate
4,827 
621  
209  
 
199 
 
113 
307 
 
749 
 
5,883 
 
15,416  
14,238 
 
257 
(166)
Personal
20 
 
 
 
 
20 
 
 
 
17,266 
624 
211 
 
9,252 
(89)
 
1,623  
982 
9,893  
 
10,285  
 
37,444  
 
23,359  
21,963 
 
471  
(370)
                                         
2010
                                       
Central and local government
914 
 
3,469 
16 
 
1,426  
607 
4,288  
 
46 
 
5,248  
 
1,195 
999 
 
(2)
(4)
Central banks
6,484 
 
 
 
 
6,484 
 
 
Other banks
554 
 
984  
 
223 
275 
932  
 
5,021 
 
6,507  
 
784 
789 
 
12 
(10)
Other financial institutions
1,801 
 
6,612  
(185)
 
344 
12 
6,944  
 
3,116 
 
11,861  
 
4,210 
3,985 
 
48 
(46)
Corporate
6,170 
388 
149  
 
264  
 
152 
57 
359  
 
875 
 
7,404  
 
12,330 
11,113 
 
(72)
177 
Personal
81 
 
 
 
 
81 
 
 
 
16,004 
391 
152  
 
11,329  
(164)
 
2,145 
951 
12,523 
 
9,058 
 
37,585 
 
18,519 
16,886 
 
(14)
117 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2 - AQ3
 
AQ4 - AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
7,605  
107  
 
88 
 
 
 
7,699  
108  
Other financial institutions
14,529  
231 
 
308 
37 
 
676 
81 
 
147 
14  
 
15,660  
363  
Total
22,134 
338  
 
396  
38 
 
682  
81 
 
147 
14  
 
23,359  
471  


 
181

 
 
Business review Risk and balance sheet management continued
 
Risk management: Country risk   continued
France
 
         
AFS and 
 LAR debt 
 securities 
   
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
         
AFS 
 reserves 
 
Total debt 
 securities 
     
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
481 
 
2,648  
(14)
 
8,705 
5,669  
5,684  
 
357 
 
6,522  
 
3,467 
2,901 
 
228 
(195)
Central banks
 
20 
 
20 
 
12 
 
35 
 
 
Other banks
1,273 
 
889 
(17)
 
157  
75  
971  
 
7,271  
 
9,515  
 
4,232 
3,995 
 
282 
(236)
Other financial institutions
437 
 
642 
(40)
 
325  
126 
841 
 
675  
 
1,953  
 
2,590  
2,053 
 
136  
(117)
Corporate
3,761 
128 
74 
 
240 
 
72 
34  
278 
 
743 
 
4,782  
 
23,224  
21,589  
 
609  
(578)
Personal
79 
 
 
 
 
79 
 
 
 
6,034 
128 
74 
 
4,439  
(62)
 
9,259  
5,904  
7,794  
 
9,058  
 
22,886  
 
33,513 
30,538  
 
1,255  
(1,126)
                                         
2010
                                       
Central and local government
511 
 
5,912 
40 
 
10,266 
3,968 
12,210 
 
362 
 
13,083 
 
2,225 
2,287 
 
87 
(92)
Central banks
 
 
 
15 
 
18 
 
 
Other banks
1,095 
 
774 
 
410 
204 
980 
 
7,183 
 
9,258 
 
3,631 
3,071 
 
63 
(43)
Other financial institutions
470 
 
666 
(22)
 
42 
23 
685 
 
375 
 
1,530 
 
1,722  
1,609 
 
— 
(2)
Corporate
4,376 
230 
46 
 
71 
 
185  
90 
166  
 
672 
 
5,214  
 
19,771 
18,466 
 
(181)
159 
Personal
102 
 
 
 
 
102 
 
 
 
6,557 
230 
46 
 
7,423 
19 
 
10,903  
4,285 
14,041  
 
8,607 
 
29,205  
 
27,349 
25,433 
 
(31)
22 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
13,353 
453 
 
162 
13 
 
79 
 
 
13,594 
474 
Other financial institutions
19,641 
758 
 
24 
 
254  
22  
 
 
19,919 
781 
Total
32,994 
1,211  
 
186 
14  
 
333  
30  
 
 
33,513  
1,255  

 
182

 
Business review Risk and balance sheet management continued
 
Luxembourg
 
         
AFS and 
 LAR debt 
 securities 
   
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
 
Balance 
sheet  
exposures 
 
Credit default protection (reference entity)
         
AFS 
 reserves 
 
Total debt 
 securities 
     
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Other banks
101 
 
10 
 
17 
 
546 
 
664 
 
 
Other financial institutions
1,779 
 
54 
(7)
 
82 
80 
56 
 
2,963  
 
4,798 
 
2,080 
1,976 
 
118 
(108)
Corporate
2,228 
897  
301 
 
 
58 
57 
 
180 
 
2,465 
 
2,478 
2,138 
 
146 
(116)
Personal
 
 
 
 
 
 
 
4,110 
897  
301 
 
69 
(7)
 
147 
86 
130 
 
3,689  
 
7,929 
 
4,558 
4,114 
 
264 
(224)
                                         
2010
                                       
Central and local government
 
 
24 
— 
24 
 
 
24 
 
 
Central banks
25 
 
 
 
 
25 
 
 
Other banks
26 
 
30 
(1)
 
45 
— 
75 
 
499 
 
600 
 
 
Other financial institutions
734 
 
99 
(3)
 
32 
19 
112 
 
1,800 
 
2,646 
 
1,296  
1,220 
 
(5)
1
Corporate
2,503 
807  
206 
 
 
183 
21 
167 
 
246 
 
2,916  
 
2,367  
1,918 
 
(16)
13
Personal
 
 
 
 
 
 
 
3,291 
807  
206 
 
134 
(3)
 
284 
40 
378 
 
2,545 
 
6,214  
 
3,663  
3,138 
 
(21)
14

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
1,535 
93 
 
16 
 
 
 
1,551 
93 
Other financial institutions
2,927  
164  
 
10 
 
70 
 
 
3,007  
171  
Total
4,462  
257  
 
26 
 
70 
 
 
4,558  
264  


 
183

 
 
Business review Risk and balance sheet management continued
 
Risk management: Country risk   continued
Belgium
 
               
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
     
Credit default protection (reference entity)
         
AFS and 
 LAR debt 
 securities 
AFS 
 reserves 
 
Total debt 
 securities 
   
Balance 
sheet  
exposures 
 
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
213 
 
742 
(116)
 
608 
722  
628  
 
89 
 
93
 
1,612 
1,505 
 
120 
(110)
Central banks
 
 
 
 
11 
 
 
Other banks
287 
 
 
 
2,450 
 
2,741 
 
312 
302 
 
14 
(13)
Other financial institutions
354 
 
 
4
(3)
 
191 
 
542 
 
 
Corporate
588 
31 
21 
 
 
20 
23 
 
277 
 
888 
 
563 
570 
 
12 
(12)
Personal
20 
— 
 
 
 
 
20 
 
 
 
1,470 
31 
21 
 
749 
(116)
 
629  
726 
652 
 
3,010 
 
5,132 
 
2,487 
2,377 
 
146 
(135)
                                         
2010
                                       
Central and local government
102 
 
763 
(54)
 
529 
602 
690 
 
92 
 
884 
 
880 
986 
 
53 
(57)
Central banks
14 
 
 
 
 
21 
 
 
Other banks
441 
 
39 
 
66 
103 
 
1,822 
 
2,366 
 
278 
266 
 
(1)
Other financial institutions
32 
 
 
 
126 
 
158 
 
 
Corporate
893 
27 
27 
 
 
11 
10 
 
191 
 
1,094 
 
628 
594 
 
(6)
6
Personal
327 
 
 
 
 
327 
 
 
 
1,809 
27 
27 
 
803 
(53)
 
606 
606 
803 
 
2,238 
 
4,850 
 
1,786 
1,846 
 
49 
(52)

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
1,602 
97 
 
 
12 
 
 
1,616 
98 
Other financial institutions
866 
48  
 
 
— 
 
 
871 
48 
Total
2,468 
145  
 
 
16 
1
 
 
2,487 
146 

 
184

 
Business review Risk and balance sheet management continued

Rest of eurozone (1)
 
               
HFT
debt securities
   
Derivatives 
 (gross of 
 collateral) and repos 
     
Credit default protection (reference entity)
         
AFS and 
 LAR debt 
 securities 
AFS 
 reserves 
 
Total debt 
 securities 
   
Balance 
sheet  
exposures 
 
Notional
 
Fair value
 
Lending 
REIL 
Provisions 
   
Long 
Short 
     
Bought 
Sold 
 
Bought 
Sold 
2011
£m 
£m 
£m 
 
£m 
£m 
  
£m 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
£m 
Central and local government
121 
 
327  
(47)
 
445  
331  
441  
 
779 
 
1,341  
 
2,281 
2,350 
 
54 
(47)
Central banks
 
 
 
44 
 
44 
 
 
Other banks
28 
 
63  
(1)
 
13 
70 
 
1,017 
 
1,051  
 
90 
87 
 
(1)
Other financial institutions
115 
 
100 
(9)
 
25  
2
123  
 
37 
 
275  
 
 
Corporate
1,375 
181 
55 
 
134 
(4)
 
13  
7
14
 
94 
 
1,609  
 
4,054  
3,944 
 
70  
(59)
Personal
26 
 
 
 
 
26 
 
 
 
1,665 
181  
55  
 
624 
(61)
 
496  
410  
71
 
1,971 
 
4,346  
 
6,425  
6,381 
 
126  
(107)
                                         
2010
                                       
Central and local government
124 
 
324 
(25)
 
268 
283 
309 
 
697 
 
1,130 
 
1,975 
2,190 
 
(26)
34  
Central banks
 
 
 
 
 
 
Other banks
142 
 
71 
(1)
 
52 
44 
79 
 
564  
 
785  
 
148 
142 
 
Other financial institutions
119 
 
 
(1)
 
29 
 
147 
 
 
Corporate
1,505 
238 
67 
 
133 
(1)
 
30 
15 
148 
 
79 
 
1,732 
 
3,254 
2,966 
 
(63)
51 
Personal
24 
 
 
 
 
24 
 
 
 
1,915 
238  
67 
 
532 
(27)
 
350 
347 
535 
 
1,37
 
3,82
 
5,377 
5,298 
 
(88)
85 

CDS bought protection: counterparty analysis by internal asset quality band

 
AQ1
 
AQ2-AQ3
 
AQ4-AQ9
 
AQ10
 
Total
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
 
Notional 
Fair value 
2011
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
 
£m 
£m 
Banks
2,877  
58  
 
5
 
 
 
2,927  
59  
Other financial institutions
3,464  
67 
 
4
 
30 
 
 
3,498  
67 
Total
6,341  
125  
 
54  
 
30 
 
 
6,425  
126  

Note:
(1)
Comprises Austria, Cyprus, Estonia, Finland, Malta, Slovakia and Slovenia.
 

 
185

 
 
Business review Risk and balance sheet management continued
 
Risk management: Country risk   continued
Eurozone non-periphery

Key points*
·   
Due to credit risk and capital considerations, the Group increased exposure to central banks (particularly in Germany and the Netherlands) by depositing with them higher levels of surplus liquidity on a short-term basis, given the limited alternative investment opportunities.

·   
During 2011, in anticipation of widening credit spreads and for reasons of general risk management, the Group reduced its holdings in French and Dutch AFS sovereign bonds. The Group concurrently increased its holdings of German AFS sovereign debt in line with internal liquidity and risk management strategies.

Financial institutions
·   
France - approximately half of the lending to banks is to the top three banks.

·
Luxembourg - lending to non-bank financial institutions increased by £1.0 billion during 2011 reflecting collateral relating to derivatives and repos.

Corporate
·   
Netherlands - corporate lending fell £1.3 billion over 2011, driven by the manufacturing, natural resources and services sectors. The relatively large contingent liabilities and commitments declined £7.9 billion.

Non-Core
Refer to tables on pages 169 and 170 for details .
·   
Non-Core lending exposure has been generally reduced in line with the Group’s Strategic Plan. Lending exposure in France was £2.3 billion at 31 December 2011, having declined £0.5 billion during 2011. The lending portfolio mainly comprises property (45%) and sovereign and quasi-sovereign (20%) exposures.

·   
Non-Core lending exposure in Germany was £5.4 billion at 31 December 2011, down £1.1 billion since 31 December 2010. The lending portfolio is mostly in the property (44%) and transport (35%) sectors.

·   
Non-Core lending exposure in the Netherlands was £2.5 billion at 31 December 2011, down £0.7 billion. The portfolio mainly comprises exposures to the property (66%) and technology, media and telecommunications (19%) sectors.
 
* unaudited
 
 
186

 
Business review Risk and balance sheet management continued


Market risk
All the disclosures in this section (pages 187 to 193) are audited, unless indicated otherwise with an asterisk (*).

Market risk arises from changes in interest rates, foreign currency, credit spreads, equity prices and risk related factors such as market volatilities. The Group manages market risk centrally within its trading and non-trading portfolios through a comprehensive market risk management framework. This control framework includes qualitative guidance in the form of comprehensive policy statements, dealing authorities, limits based on, but not limited to, value-at-risk (VaR), stress testing, positions and sensitivity analyses.

Governance
Business structure
The primary focus of the Group’s trading activities is to provide an extensive range of debt and equity financing, risk management and investment services to its customers, including major corporations and financial institutions around the world. The Group undertakes these activities organised within the principal business lines: money markets, rates flow trading, currencies and commodities, equities, credit markets and portfolio management and origination.

Financial instruments held in the Group’s trading portfolios include, but are not limited to: debt securities, loans, deposits, equities, securities sale and repurchase agreements and derivative financial instruments.

The Group undertakes transactions in financial instruments that are traded or cleared on an exchange, including interest rate swaps, futures and options. Holders of exchange traded instruments provide margin on a daily basis with cash or other security at the exchange.

The Group also undertakes transactions in financial instruments that are traded over-the-counter (OTC) rather than on a recognised exchange. These instruments range from commoditised transactions in derivative markets, to trades where the specific terms are tailored to meet customer requirements.

Assets and liabilities in the trading book are measured at their fair value. Fair value is the amount at which the instrument could be exchanged in a current transaction. The fair values are determined following IAS 39 guidance, which requires banks to use quoted market prices or, where this is not possible, valuation techniques (models) that make appropriate use of available observable inputs. When marking to market using a model, the valuation methodologies are approved by all stakeholders (trading, finance, market risk, model development and model review) prior to use for profit and loss and risk management purposes. Any profits or losses on the revaluation of positions are recognised in the daily profit and loss.

Organisation structure
Independent oversight and support is provided to the business by the Global Head of Market & Insurance Risk, assisted by the Group and business Market Risk teams. The head of each business, assisted by a business market risk management team, is accountable for all market risks associated with its activities. The Global Market Risk Committee reviews and makes recommendations concerning the market risk profile across the Group, including risk appetite, risk policy, models, methodology and market risk development issues. The committee meets monthly and is chaired by the Global Head of Market & Insurance Risk. Attendees include respective business market risk managers and Group Market Risk .

Risk management
Key principles
The Group’s qualitative market risk appetite is set out in policy statements, which outline the governance, responsibilities and requirements surrounding the identification, measurement, analysis, management and communication of market risk arising from the trading and non-trading investment activities of the Group. All teams involved in the management and control of market risk are required to fully comply with the policy statements to ensure the Group is not exposed to market risk beyond the qualitative and quantitative risk appetite. The control framework covers the following principles:

·   
Clearly defined responsibilities and authorities for the primary groups involved in market risk management in the Group;

·   
An independent market risk management process;

·   
A market risk measurement methodology that captures correlation effects and allows aggregation of market risk across risk types, markets and business lines;

·   
Daily monitoring, analysis and reporting of market risk exposures against market risk limits;

·   
Clearly defined limit structure and escalation process in the event of a market risk limit excess;

·   
Use of VaR as a measure of the one-day market risk exposure of all trading positions;

·   
Use of non-VaR based limits and other controls;

·   
Use of stress testing and scenario analysis to support the market risk measurement and risk management process by assessing how portfolios and global business lines perform under extreme market conditions;

·   
Use of back - testing as a diagnostic tool to assess the accuracy of the VaR model and other risk management techniques;

·   
Adherence to the risks not in VaR (RNIV) framework to identify and quantify risks not captured within the VaR model; and

·   
A new product approval process that requires market risk teams to assess and quantify market risk associated with proposed new products.

 
187

 
Business review Risk and balance sheet management continued


Risk management: Market risk   continued
Quantitative risk appetite
The Executive Risk Forum (ERF) approves the quantitative market risk appetite for trading and non-trading activities. The Global Head of Market & Insurance Risk, under delegated authority from the ERF, sets and populates a limit framework, which is cascaded down through legal entity, division, business and desk level market risk limits.

At the Group level, the risk appetite is expressed in the form of a combination of VaR, sensitivity and stress testing limits.

A daily report summarises the Group’s market risk exposures against the agreed limits. This daily report is sent to the Head of Restructuring & Risk, Global Head of Market & Insurance Risk, business Chief Risk Officers and appropriate business market risk managers.

Legal entities, divisions and lower levels in the business also have an appropriate market risk framework of controls and limits in place to cover all material market risk exposures.

The specific market risk metrics that are appropriate for controlling the positions of a desk will be more granular than the Group level limits and tailored to the particular business.

In line with the overall business strategy to reduce risk exposures, the Group’s market risk limits were adjusted down during 2011.

The majority of the Group’s market risk exposure is in the GBM and Non-Core divisions and Group Treasury. The Group is also exposed to market risk through interest rate risk on its non-trading activities. There are additional non-trading market risks in the retail and commercial businesses of the Group, principally interest rate risk and foreign exchange risk. These aspects are discussed in more detail in Balance sheet management - Interest rate risk on pages 189 and 190 and structural foreign currency exposures on page 191.

Risk models
VaR is a technique that produces estimates of the potential change in the market value of a portfolio over a specified time horizon at a given confidence level. For internal risk management purposes, the Group’s VaR assumes a time horizon of one trading day and a confidence level of 99%. The Group's VaR model is based on a historical simulation model, utilising data from the previous two years.

The VaR model has been approved by the FSA to calculate regulatory capital for the trading book. The approval covers general market risk in interest rate, foreign exchange, equity and specified commodity products and specific risk in interest rate and equity products.

The VaR model is an important market risk measurement and control tool. It is used for determining a significant component of the market risk capital and, as such, it is regularly assessed. The main approach employed is the technique known as back-testing, which counts the number of days when a loss (as defined by the FSA) exceeds the corresponding daily VaR estimate, measured at a 99% confidence level.

The FSA categorises a VaR model as green, amber or red. A green model status is consistent with a good working model and is achieved for models that have four or fewer back-testing exceptions in a 12-month period. For the Group’s trading book, a green model status was maintained throughout 2011.

The Group’s VaR should be interpreted in light of the limitations of the methodology used, as follows:

·   
Historical simulation VaR may not provide the best estimate of future market movements. It can only provide a prediction of the future based on events that occurred in the two-year time series. Therefore, events that are more severe than those in the historical data series cannot be predicted .

·   
The use of a 99% confidence level does not reflect the extent of potential losses beyond that percentile.

·   
The use of a one-day time horizon will not fully capture the profit and loss implications of positions that cannot be liquidated or hedged within one day.

·   
The Group computes the VaR of trading portfolios at the close of business. Positions may change substantially during the course of the trading day and, if so, intra-day profit and losses will be incurred.

These limitations mean that the Group cannot guarantee that losses will not exceed the VaR.

The RNIV framework has been developed to quantify those market risks not adequately captured by the market standard VaR methodology. Where risks are not included in the model, various non-VaR controls (for example, portfolio size limits, sensitivity limits, triggers or stress limits) are in place.

Risk models are developed both within business units and by Group functions. Risk models are also subject to independent review and sign-off to the same standard as pricing models. Meetings are held with the FSA every quarter to discuss the traded market risk, including changes in models, management, back-testing results, risks not included in the VaR framework and other model performance statistics.

A number of VaR model and methodology enhancements were introduced during 2011. The quality of the market data time series used in the ABS mortgage trading business was improved, moving from interpolated weekly data to daily observed time series. This change has improved the accuracy of the correlation between the different time series in the daily data. Additionally, the basis modelling between cash and derivatives has been refined by introducing additional time series for the sub - prime and subordinated residential bonds, reducing the over-reliance on the commercial mortgage basis which was used as a conservative proxy.


 
188

 
Business review Risk and balance sheet management continued


A more appropriate time series for the Dutch RMBS portfolio was adopted to better reflect the risk in the portfolio as more granular data became available. In addition, collateralised based discounting has been implemented for the vast majority of the collateralised positions in place of the previous LIBOR-based discounting approach.

Following the implementation of CRD III, three new models - for stressed VaR, incremental risk charge and all price risk (see more below) - have been fully approved by the UK regulator and form part of the capital and risk management framework from 31 December 2011 onwards.

Basel 2.5 (CRD III)*
The aim of CRD III is to improve the financial strength of institutions by increasing the financial resources required against certain risks in the trading book.

The Group is required to calculate: (i) an additional capital charge based on a stressed calibration of the VaR model - stressed VaR; (ii) an incremental risk charge to capture the default and migration risk for credit risk positions in the trading book; and (iii) an all price risk measure for correlation trading positions, subject to a capital floor that is based on standardised securitisation charges.

The capital charges associated with these new models at 31 December 2011 are shown in the table below:

 
Total 
£m 
Stressed VaR
1,682 
Incremental risk
469 
All price risk
297 

All other aspects of the CRD III rule changes have also been implemented.

Pricing models
Pricing models are developed and owned by the front office. Where pricing models are used as the basis of books and records valuations, they are subject to oversight and approval by asset level modelled product review committees (ALMPRCs). These committees prioritise models for independent validation by Group Risk Analytics (GRA) taking into consideration both the materiality of risk booked against the model and an assessment of the degree of model risk (i.e. valuation uncertainty arising from choice of modelling assumptions). The GRA review aims to quantify model risk by comparing model outputs against those of alternative independently developed models, the results of which are used by Market Risk to inform risk limits and by Finance to inform model reserves.

In 2011, updated Group Standards for the development, testing and validation of derivative pricing models were agreed and implemented. Revisions to the model validation framework ensure that all new models and model changes are reviewed by Market Risk and Finance and, subject to materiality, independently validated by GRA. Model governance is through the ALMPRCs, which are newly established sub-committees of the overall GBM Modelled Product Review Committee (previously called the Group Model Product Review Committee).

Stress testing
The Group undertakes daily stress testing to identify the potential losses in excess of VaR. Stress testing is used to calculate a range of trading book exposures which result from extreme market events. Stress testing measures the impact of exceptional changes in market rates and prices on the fair value of the Group’s trading portfolios. The Group calculates sensitivity analysis, historical stress tests and bottom-up stress testing .

Sensitivity analysis measures the sensitivity of the current portfolio of positions to defined market risk factor movements. These stresses are of a smaller magnitude compared to historical or bottom-up stress testing and are subject to the Group Market Risk limit framework.

Historical stress tests calculate the changes in the portfolio valuations that would be generated if the market movements that occurred during historical market events were repeated.

Bottom-up stress testing is based on analysing the market risk exposures by risk factors and stressing each risk factor based on consultation with risk managers, economists and front office. The tests may be based on an economic scenario that is translated into risk factor shocks by an economist or by risk managers and front office as a means of assessing the vulnerabilities of their book.

The Global Market Risk Stress Testing Committee reviews and discusses all matters relating to market risk stress testing. Stress test exposures are discussed with senior management and relevant information is reported to the Group Risk Committee, the ERF and the Board. Breaches in the Group’s market risk stress testing limits are monitored and reported.

In 2011, the market risk stress testing framework was further developed and enhanced. Reverse stress testing has been implemented, which is designed to assess the plausibility of stressing market risk factors until the loss reaches a given threshold.

In addition to VaR and stress testing, the Group calculates a wide range of sensitivity and position risk measures, for example interest rate ladders or option revaluation matrices. These measures provide valuable additional controls, often at individual desk or strategy level.


* unaudited

 
189

 
Business review Risk and balance sheet management continued

Risk management: Market risk   continued
GBM traded revenues*


Note:
 
(1) The effect of any month end adjustments, not attributable to a specific daily market move, is spread evenly over the days of the relevant month .

Key points*
·   
GBM trading revenue was adversely affected by ongoing concerns around the European sovereign crisis and an overall uncertain macroeconomic environment. High volatility in the markets and increasingly risk-averse sentiment reduced levels of trading activity.

·   
The average daily revenue earned by GBM’s trading activities in 2011 was £19 million, compared with £25 million in 2010. The standard deviation of the daily revenues for 2011 was £21 million, down from £22 million in 2010. The standard deviation measures the variation of daily revenues about the mean value of those revenues.

·   
The number of days with negative revenue increased from 22 days in 2010 to 42 days in 2011, primarily due to the market and economic conditions referred to above.

·   
The most frequent result is daily revenue of between £25 million and £30 million with 30 occurrences in 2011, compared with 37 occurrences in 2010.


Daily VaR graph*




*unaudited

 
190

 
Business review Risk and balance sheet management continued
 
Trading VaR
The Group has disclosed separately the Counterparty Exposure Management (CEM) trading book exposure and the exposure of Core excluding CEM.
The CEM desk manages the counterparty risk associated with over-the-counter derivatives on behalf of GBM. This risk is centrally controlled and actively managed to reduce excessive concentrations and unwanted counterparty exposures. The hedge positions are reported in the trading books and, thus, included in market risk VaR calculations for the Group, whereas the market value of the counterparty credit risk does not contribute to VaR for regulatory capital. The CEM VaR is disclosed separately, to allow a clear representation of the risk exposure of the trading book including and excluding these hedge activities.

The table below analyses the VaR for the Group’s trading portfolios segregated by type of market risk exposure.

 
2011
 
2010
 
2009
Trading VaR
Average  
£m  
Period end  
£m  
Maximum  
£m  
Minimum  
£m  
 
Average  
£m  
Period end  
£m  
Maximum  
£m  
Minimum  
£m  
 
Average  
£m  
Period end  
£m  
Maximum  
£m  
Minimum
£m
Interest rate
53.4 
68.1 
79.2 
27.5 
 
51.6 
57.0 
83.0 
32.5 
 
57.0  
50.5  
112.8  
28.1
Credit spread
82.7 
74.3 
151.1 
47.4 
 
166.3 
133.4 
243.2 
110.2 
 
148.3  
174.8  
231.2  
66.9
Currency
10.3 
16.2 
19.2 
5.2 
 
17.9 
14.8 
28.0 
8.4 
 
17.9  
20.7  
35.8  
9.2
Equity
9.4 
8.0 
17.3 
4.6 
 
9.5 
10.9 
17.9 
2.7 
 
13.0  
13.1  
23.2  
2.7
Commodity
1.4 
2.3 
7.0 
— 
 
9.5 
0.5 
18.1 
0.5 
 
14.3  
8.9  
32.1  
6.5
Diversification (1)
 
(52.3)
       
(75.6)
       
(86.1)
   
 
105.5 
116.6 
181.3 
59.7 
 
168.5 
141.0 
252.1 
103.0 
 
155.2  
181.9  
229.0  
76.8
                             
Core (total)
75.8 
89.1 
133.9 
41.7 
 
103.6 
101.2 
153.4 
58.3 
 
101.5  
127.3  
137.8  
54.8
Core CEM
36.8 
52.4 
54.1 
21.9 
 
53.3 
54.6 
82.4 
30.3 
 
29.7  
38.6  
41.3  
11.5
Core excluding CEM
59.2 
42.1 
106.2 
35.3 
 
82.8 
78.7 
108.7 
53.6 
 
86.7  
97.4  
128.5  
54.9
                             
Non - Core
64.4 
34.6 
128.6 
30.0 
 
105.7 
101.4 
169.4 
63.2 
 
86.3  
84.8  
162.1  
29.3

Note:
(1)
The Group benefits from diversification, which reflects the risk reduction achieved by allocating investments across various financial instrument types, industry counterparties, currencies and regions. The extent of diversification benefit depends on the correlation between the assets and risk factors in the portfolio at a particular time. Diversification has an inverse relationship with correlation. The diversification factor is the sum of the VaR on individual risk types less the total portfolio VaR.


Key points
·   
The Group’s market risk profile in 2010 was equally split across Non-Core and Core divisions , with a concentrated exposure to credit spread risk factors. The credit spread risk exposure significantly decreased in 2011, primarily due to the reduction in ABS trading inventory in Core and the restructuring of some monoline hedges for banking book exposures in Non-Core, in line with the overall business strategy to reduce risk exposures.

·   
The credit spread VaR also decreased due to the adoption of a more appropriate daily time series for sub-prime/subordinated RMBS and as the period of high volatility relating to the 2008/2009 financial crisis dropped out of the VaR calculation.

·   
Overall the average interest rate trading VaR was relatively unchanged between 2011 and 2010.

·   
At the end of 2010, the commodity VaR was materially lower than the average for that year as a result of the completion of the sale of the Group’s interest in the RBS Sempra Commodities joint venture. The commodity VaR increased slightly from mid - September 2011, due to improvements in capturing risk for commodity futures and indices.





 
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Business review Risk and balance sheet management continued

Risk management: Market risk   continued
Non-trading portfolios

The table below analyses the risk for the Group’s non-trading portfolios.

VaR is not always the most appropriate measure of risk for assets in the banking book and particularly for those in Non-Core , which will diminish over time as the asset inventory is sold down.

In order to better represent the risk of the non-traded portfolios, the table below analyses the VaR for the non-trading portfolios but excludes the Non-Core structured credit portfolio (SCP). These assets are shown separately on a drawn notional and fair value basis by maturity profile and asset class. The risk in this portfolio is managed on both a third party asset and RWA basis.

Also excluded from the non-traded VaR are the loans and receivable products that are managed within the credit risk management framework.



 
2011
 
2010
 
2009
Non-trading VaR
Average  
£m  
Period end  
£m  
Maximum  
£m  
Minimum  
£m  
 
Average  
£m  
Period end  
£m  
Maximum  
£m  
Minimum  
£m  
 
Average  
£m  
Period end  
£m  
Maximum  
£m  
Minimum  
£m  
Interest rate
8.8 
9.9 
11.1 
5.7 
 
8.7 
10.4 
20.5 
4.4 
 
13.0 
13.9 
26.3 
7.7 
Credit spread
18.2 
13.6 
39.3 
12.1 
 
32.0 
16.1 
101.2 
15.4 
 
81.7 
100.3 
131.5 
39.7 
Currency
2.1 
4.0 
5.9 
0.1 
 
2.1 
3.0 
7.6 
0.3 
 
1.4 
0.6 
7.0 
0.2 
Equity
2.1 
1.9 
3.1 
1.6 
 
1.2 
3.1 
4.6 
0.2 
 
3.3 
2.2 
5.8 
1.6 
Diversification (1)
 
(13.6)
       
(15.9)
       
(20.4)
   
 
19.7 
15.8 
41.6 
13.4 
 
30.9 
16.7 
98.0 
13.7 
 
80.4 
96.6 
126.9 
46.8 
                             
Core
19.3 
15.1 
38.9 
13.5 
 
30.5 
15.6 
98.1 
12.8 
 
78.4 
95.9 
126.9 
46.8 
Non - Core
3.4 
2.5 
4.3 
2.2 
 
1.3 
2.8 
4.1 
0.2 
 
3.5 
1.9 
16.9 
— 

Note:
(1)
The Group benefits from diversification, which reflects the risk reduction achieved by allocating investments across various financial instrument types, industry counterparties, currencies and regions. The extent of diversification benefit depends on the correlation between the assets and risk factors in the portfolio at a particular time. Diversification has an inverse relationship with correlation. The diversification factor is the sum of the VaR on individual risk types less the total portfolio VaR.


Key points
·   
The Group’s total non-trading VaR at 31 December 2011 was significantly lower than at 31 December 2010, due to the exceptional volatility of the 2008/2009 financial crisis dropping out of the two-year time series data used in the VaR calculation.

·   
The maximum credit spread VaR was considerably lower in 2011 than in 2010. This was due to the implementation in early 2011 of the relative price-based mapping scheme for the Dutch RMBS portfolio. The availability of more granular data provided a better reflection of the risk in the portfolio .


 
192

 
Structured credit portfolios

 
Drawn notional
 
Fair value
 
CDOs  
CLOs  
MBS (1)
Other ABS  
Total  
 
CDOs  
CLOs  
MBS (1) 
Other ABS  
Total 
2011
£m  
£m 
£m 
£m 
£m 
 
£m 
£m 
£m 
£m 
£m 
1-2 years
— 
— 
— 
27 
27 
 
— 
— 
— 
22 
22 
2-3 years
— 
— 
10 
196 
206 
 
— 
— 
182 
191 
4-5 years
— 
37 
37 
95 
169 
 
— 
34 
30 
88 
152 
5-10 years
32 
503 
270 
268 
1,073 
 
30 
455 
184 
229 
898 
>10 years
2,180 
442 
464 
593 
3,679 
 
766 
371 
291 
347 
1,775 
 
2,212 
982 
781 
1,179 
5,154 
 
796 
860 
514 
868 
3,038 
                       
2010
                     
1-2 years
— 
— 
— 
47 
47 
 
— 
— 
— 
42 
42 
2-3 years
85 
19 
44 
98 
246 
 
81 
18 
37 
91 
227 
3-4 years
 
41 
20 
205 
266 
 
— 
37 
19 
191 
247 
4-5 years
16 
— 
— 
— 
16 
 
15 
— 
— 
— 
15 
5-10 years
98 
466 
311 
437 
1,312 
 
87 
422 
220 
384 
1,113 
>10 years
412 
663 
584 
550 
2,209 
 
161 
515 
397 
367 
1,440 
 
611 
1,189 
959 
1,337 
4,096 
 
344 
992 
673 
1,075 
3,084 

2009
                     
1-2 years
— 
— 
— 
81 
81 
 
— 
— 
— 
68 
68 
2-3 years
40 
— 
— 
19  
59  
 
24 
— 
— 
18  
42  
3-4 years
19 
18 
42  
99  
178 
 
16  
17 
31  
76 
140  
4-5 years
17  
47 
36  
332 
432  
 
41 
29 
275  
348 
5-10 years
107  
685 
424  
521 
1,737 
 
9
594 
251  
394  
1,329 
>10 years
594 
1,114 
820  
573 
3,101 
 
193 
896 
468  
325 
1,882 
 
777 
1,864 
1,322 
1,625 
5,588 
 
326 
1,548 
779  
1,156 
3,809 

Note:
(1)
Mortgage-backed securities (MBS) include sub-prime residential mortgage-backed securities (RMBS) with a drawn notional amount of £401 million (31 December 2010 - £471 million) and a fair value of £252 million (31 December 2010 - £329 million), all with residual maturities of greater than 10 years.

The structured credit portfolio is within Non-Core. The risk on this portfolio is not measured or disclosed using VaR, as the Group believes this is not an appropriate tool for the banking book portfolio, which comprises illiquid debt securities. These assets are reported on a drawn notional and fair value basis, and managed on a third party asset and RWA basis.


Key points
·   
The increase in total and collateralised debt obligation (CDO) drawn notional year-on-year is due to the inclusion of banking book exposures that were previously hedged by monoline protection. As a result of the restructuring of some monoline protection, those previously protected assets are now reported on a drawn notional and fair value basis.
 
·   
The overall reduction in collateralised loan obligation (CLO), MBS and other ABS drawn notional is due to the amortisations and pay-downs over the year in line with expected amortisation profiles. In addition to this, fair value has declined due to falling market prices.
 
 
 
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Business review Risk and balance sheet management continued

 
Risk management   continued
All the disclosures in this section (pages 194 to 204) are unaudited as indicated with an asterisk (*).

Insurance risk*
Insurance risk is the largest inherent risk faced by RBS Insurance . It arises through fluctuations in the timing, frequency and/or severity of insured events, relative to the expectations at the time of underwriting. It can be caused by any of the following core activities:

·   
Pricing and underwriting;

·   
Claims management;

·   
Reserving; and

·   
Reinsurance .

RBS Insurance has continued to develop its approach to risk management, including enhancing its risk function, to help ensure that insurance risks are better identified, controlled, managed, monitored, reported and mitigated. This is being achieved through the embedding of an enterprise-wide risk management framework, with associated risk appetite and policy frameworks. These are expected to have the following benefits:

·   
a consistent and disciplined approach to risk management;

·   
a universal view of risk across the business;

·   
the ability to influence decision-making and shape behaviours;

·   
a reduction in loss events;

·   
the improved use and allocation of capital; and

·   
enhanced return on risk adjusted capital.

Steps taken in 2010 and 2011 to enhance risk management have resulted in RBS Insurance showing improved results in 2011 relative to 2010, although refocusing the division’s risk appetite has reduced business volumes.

Governance and culture
RBS Insurance has developed a robust governance structure to control the way it manages insurance risk. This structure includes various forums and committees with associated delegated authorities for the management of insurance risk.

Control and management
The internal economic capital model is rigorously controlled, with robust validation processes applied to the inputs, the model and all outputs to ensure that such data may be used confidently by the business in its decision-making processes.

Stress testing and scenario analysis
Stress testing and scenario analysis take place on a regular basis to support both the division’s individual capital assessment and the agreed risk appetite. It is also employed prior to the deployment of new products/lines of business.

Monitoring and reporting
A clear framework is in place for the monitoring and reporting of insurance risk within RBS Insurance, with well-defined processes and procedures for the escalation and management of risks and issues.

Key insurance risks are monitored monthly at the Insurance Risk Forum and loss ratio committees, with comprehensive management information being presented regularly (i.e. monthly or quarterly) at the Executive Committee, the Board and the divisional risk and audit committees.

In addition, comprehensive reporting of pricing strength occurs on a monthly basis. Significant enhancements have also been made in the reporting and monitoring of claims management and reserving. Further enhancements are underway, including the launch of a risk management system in late 2011.

Mitigation
The business has well-defined procedures in place to address any issues, such as breaches of risk appetite, that are identified through monitoring and reporting activities. In such cases, an action plan to address the issue is developed, implemented and monitored through the appropriate bodies, with a view to ensuring the risk is adequately mitigated or a considered decision at the correct levels is taken to accept it.

Operational risk*
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. It is an integral and unavoidable part of the Group’s business as it is inherent in the processes it operates to provide services to customers and meet strategic objectives.

Operational risk management
The objective of operational risk management is not to remove operational risk altogether, but to manage it to an acceptable level, taking into account the cost of minimising the risk against the resultant reduction in exposure. Strategies to manage operational risk include avoidance, transfer, acceptance and mitigation by controls.

The Group made significant improvements in its operational risk framework during 2011, enhancing its management of operational risks. This is particularly evident in respect of risk appetite, the Group Policy Framework, risk assessment, scenario analysis and statistical modelling for capital requirements. Further development will continue in 2012.

Details of these, and other elements of operational risk management, including developments undertaken and planned, are set out below along with the key processes through which the Group manages operational risk.

* unaudited

 
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Operational risk* continued
Governance, structure and risk appetite
Governance and structure
Group Operational Risk is an independent function reporting to the Deputy Group Chief Risk Officer. Group Operational Risk is responsible for the design and maintenance of the operational risk policy standards (ORPS) .

The ORPS are incorporated in the Group Policy Framework (GPF), they provide the direction for delivering effective operational risk management and are designed to allow the consistent identification, assessment, management, monitoring and reporting of operational risk across the Group.

The Operational Risk Executive Committee which was formed in January 2011 , oversees the operational risk framework and profile of the Group in line with the agreed risk appetite. It provides guidance, oversight and advice. It also escalates and reports any issues or areas of concern to the Board Risk Committee and to other senior committees.

Risk appetite
The Group’s operational risk appetite statement is agreed by the Group Board. It comprises a number of specific measures of risk, such as:

·   
the maximum operational risk losses the Group is prepared to accept. This is expressed as a percentage of the Group’s estimated gross income for the year ahead; or

·   
the value of a single extreme but plausible operational impact.  These are identified and assessed through the scenario analysis programme (refer to Scenario analysis below).

To ensure the Group operates within the set risk appetite, the high-level statements are supplemented by specific tolerances for different types of operational risk. The GPF sets out how to manage risk within acceptable limits, which in turn enables the Group to operate within the overall risk appetite and the specific tolerances. The Group has a zero tolerance for risks such as breaches of laws and regulations.

Operational risk cycle and key management tools
The operational risk cycle comprises four stages:

·   
Identification of risks;

·   
Assessment or measurement of the scale of risks;

·   
Management or control of risks to prevent their recurrence or minimise the potential impact; and

·   
Monitoring and reporting of risks.

Although the operational risk tools encompass all stages of the risk cycle, they can be broadly categorised as follows:


Identification and assessment
Risk and control assessments
Controls that are effective without being excessive ensure the Group retains its reputation for efficient customer service and security. Risk and control assessments are used to identify and assess material operational risks and key controls across all business areas. The process is designed to ensure that risks are effectively managed in line with stated risk appetite, prioritised and documented. Controls are tested frequently with a view to ensuring they remain fit for purpose and operate effectively. The Group’s risk assessment methodology was enhanced during 2011 to ensure a more consistent approach to identifying risks and their associated controls and measuring expected loss. Risk assessments consider the new firm-wide taxonomy and will soon be captured in the Group-wide repository for operational risk.

Risk assessments are often conducted in a workshop environment, bringing together subject matter experts from across the division and key functions. By sharing expertise, they can identify improvements to risk identification, measurement and control. Risk governance is reviewed regularly ensuring that there is clarity and ownership of key risk areas.
Through coming together and sharing knowledge, participants gain a broader understanding of how their work fits together.

Group new product approval process
The Group’s new product approval process ensures there is a consistent process to identify, assess and approve the risks associated with new products.

Following the conclusion of reviews conducted during 2011, enhancements will be made during 2012 to the product governance forums, to provide earlier engagement between the business, Group and divisional risk teams and subject matter experts when assessing whether the risks associated with new products are in line with appetite. The forums will be supported by an upgrade to the Group’s key tools used to manage and report on new product approval.

Scenario analysis
Scenario analysis is used to assess the possible impact of extreme but plausible operational risk loss events. It provides a forward-looking basis for managing exposures beyond the Group's risk appetite. The methodology provides a structured and consistent approach to scenario scoping and measurement. A significant portfolio of scenarios was developed in 2011 across divisions, covering material risks to which the Group is exposed. Group-wide scenarios are centrally scoped and workshops are facilitated by Group Operational Risk in conjunction with functions and policy owners, before being assessed by divisions to derive specific impact estimates. This also allows the Group to review operational risk impacts as they arise from macroeconomic stresses (e.g. eurozone distress) in a time-efficient and effective manner.

* unaudited
 
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Business review Risk and balance sheet management continued

Risk management: Operational risk*   continued
By assessing extreme but plausible events, scenario analysis is an important component in the operational risk framework, providing senior management with valuable insight into systemic risk that could significantly impact its financial performance if these events were to occur. Using its forward-looking nature, senior management cross-examines various risk topics against a range of circumstances and assumptions.

Similar to risk assessments, scenarios are run in a workshop environment, bringing business, risk and control experts together and thereby ensuring that risk management is approached holistically.

Stress testing
During the economic downturn, there has been an increase in large operational risk losses within the banking industry.

Consequently, the Group enhanced its approach to assessing the impact of the economic cycle on its operational risk losses in 2011, by specifically assessing the impact of the FSA's published Anchor II scenario, which describes a series of country-specific shocks around the world on:

·   
Expected levels of operational risk losses; and

·   
Unexpected levels of operational risk losses, by stressing its existing portfolio of operational risk scenarios.

The impact of the FSA Anchor II scenario on the Group's operational risk capital, as calculated under the standardised approach, was also projected based on the outputs of the Group’s stress-testing exercises.

During 2012, additional operational risk scenarios will be run, further broadening the Group's understanding of its exposures to tail risks.

Management, monitoring and reporting
Issues management
The objective of the operational risk issues management framework is the adoption of a consistent approach to the identification, capture, classification, monitoring, closure and acceptance of operational risk issues and associated actions across the Group, in accordance with the Group’s three lines of defence model.

Significant enhancements were made to the issues management process during 2010 including rollout of a single repository for capturing issues and actions; mapping issues to GPF; and a tightening of governance over issue management. These improvements were further embedded during 2011, through training and assurance reviews.
 
The enhancements have improved risk management by allowing Group-wide analyses of all operational risk issues. In certain cases, this has resulted in global assurance reviews focused on specific areas, helping to identify operational risks to be mitigated.

Event and loss data management
Event and loss data management ELDM covers the discovery, escalation, capture, investigation, approval and closure, and reporting and analysis of operational risk events and loss data. It also provides for the clear, simple, quick and consistent communication of operational risk events that meet defined threshold criteria to those members of the Group’s senior management and Executives who need to know of these events.

During 2011, an enhanced ELDM process was launched to promote consistency in the management of operational risk events and the collection of loss data across the Group. It included the introduction of a single repository to capture all events and loss data in the Group and the establishment of thresholds above which operational risk events will trigger a risk assessment.

The improvements in approach, and use of a single Group-wide database, have enhanced the completeness and accuracy of the Group’s internal loss data, and therefore better inform the Group’s operational risk profile.

At the start of 2012, the robustness of the historic data migrated into the new repository will be reviewed to confirm its suitability as an input to capital modelling. In addition, the process will be further enhanced to ensure continued compliance with changing regulatory and industry standards regarding the collection of internal loss data.

Insurance
The Group purchases insurance to provide the business with financial protection against specific losses and to comply with statutory or contractual requirements. Insurance is used as a risk mitigation tool in controlling the Group’s exposures, providing protection against financial loss once a risk has crystallised.

Reporting and monitoring
Reporting and monitoring forms an integral part of all of the Group’s operational risk management processes, which are designed to ensure that risks and issues are identified, escalated and managed on a timely basis. Exposures for each division are reported through monthly risk and control reports, which provide detail on the risk exposures and action plans. Enhancements made to reporting and monitoring during the year include analysing operational risk events, losses and issues against the GPF components; this has led to better identification of areas requiring management focus and remediation.


* unaudited

 
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Business review Risk and balance sheet management continued
 
Operational risk* continued
Control environment certification
Control environment certification (CEC) is used by the Group Executive management to review and assess its internal control framework, and provide a self-certification of its current state. It demonstrates that the Group is operating a robust control framework, with mechanisms in place to understand and manage its risks, and to drive action to resolve areas of weakness or concern.

CEC provides a twice-yearly assessment of the robustness of the Group’s internal control environment including:

·   
compliance with the GPF and key divisional/functional policy standards;

·   
compliance with the requirements of the UK Corporate Governance Code; and

·   
effectiveness of the risk frameworks, culture and governance structures for each division or function.

CEC was enhanced during 2011 to improve the quality and depth of certification, and to implement a risk-based approach to the analysis of policy compliance. The enhancements have delivered a greater degree of analysis of the key risk areas for each business and Group policy standard owner. Improved alignment with Group Internal Audit has been delivered through the implementation of a common rating system for the assessment of the control environment, and CEC outcomes are reported at both the divisional risk and audit committees and Group Audit Committee.

Capital model development
At the end of 2011, the Group started to develop a statistical modelling capability for operational risk based on the requirements set out under the Basel II advanced measurement approach. The model is a hybrid encompassing internal and external loss data as well as scenarios. Business environment and internal control factors will be utilised when constructing scenarios and allocating capital. Development activities in 2011 focused on building the standalone loss data and scenario components within the model; integration activities, correlation and allocation will continue in 2012. Final model validation is expected to take place during 2012.


Compliance risk*
Compliance risk arises from non-compliance with national and international laws, rules and regulations. The Group believes that being a compliant organisation is fundamental to protecting sustainable growth, rebuilding its reputation and maintaining stakeholder confidence.

The regulatory environment remained highly challenging during 2011, as policymakers and regulators continued to strengthen regulation and supervision in response to the events of 2007/2008 and subsequent economic and financial stress.

The regulatory agenda - largely framed by the G20 but with many instances of EU and national initiatives - constitutes the most sweeping set of changes seen in many decades. At 31 December 2011, the Group was managing some 140 major regulatory or legislative policy initiatives; during the year as a whole, it had also reviewed over 300 consultations in its core markets. In addition to these changes, many supervisory authorities also continued to intensify their ongoing level of scrutiny and intervention.

These trends have posed multiple challenges for banking groups, including RBS, namely:

·   
tracking, analysing and engaging with policymakers on proposed changes;

·   
implementing change programmes to ensure compliance with new requirements;

·   
revisiting strategy, business and operating models in response to the new environment; and

·   
driving through cultural and other changes to minimise compliance and enforcement risks.

Below is an outline of some of the key developments in the regulatory environment that took place during 2011. An explanation of how the Group manages compliance risk begins on page 200.

Global regulatory developments
The global agenda continues to be guided by the G20, drawing on the original action plan for strengthening financial stability agreed by G20 leaders at the November 2008 Washington summit. During 2011, G20 countries continued to implement various elements of this action plan, culminating in the G20 leaders’ summit held in Cannes in November 2011 .





* unaudited

 
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Risk management: Compliance risk*   continued
A progress report on the action plan was issued at the Cannes summit. Key developments during 2011 included the following:

Basel III
Following publication by the Basel Committee on Banking Supervision in December 2010 of rules for the new Basel III capital and liquidity framework, work during 2011 focused on finalising the remaining elements of policy and preparing for implementation. Highlights were:

·   
The issuance of minimum requirements regarding the loss absorbency of capital instruments at the point of non-viability (January 2011);

·   
The finalisation of rules for the capital treatment of counterparty credit risk in bilateral trades (June 2011);

·   
Technical changes to Basel III relating to the treatment of trade finance, aimed at helping promote trade with low-income countries (October 2011);

·   
Further work on the capitalisation of bank exposures to central counterparties (November 2011); and

·   
A Basel Committee paper proposing that debit valuation adjustments for over-the-counter derivatives and securities financing transactions should be fully deducted from Common Equity Tier 1 capital (December 2011). The Group is evaluating the potential impact of this proposal.

Systemic financial institutions
The main focus of policy development at the global level during 2011 was delivering on the G20-mandated target of agreeing a framework by the end of 2011 for dealing with global systemically important financial institutions (G-SIFIs). This target was met, with the Cannes summit endorsing:

·   
A new Financial Stability Board (FSB) international standard, “The Key Attributes of Effective Resolution Regimes for Financial Institutions”, which amongst other things provides a benchmark for national resolution regimes, as well as mandatory requirements for resolvability assessments and recovery and resolution plans for each G-SIFI; and

·   
A new Basel Committee framework for identifying an initial list of global systemically important banks (G-SIBs), and applying to these an additional common equity capital requirement, above the Basel III minimum standards, rising from 1% to 2.5% of risk-weighted assets in line with their systemic impact.

The names of the initial list of G-SIBs (though not their ranking) were published by the FSB at the end of the summit: RBS is included in the 29 names .

Shadow banking
In response to concerns , that heightened regulation of banks should not lead to risks being displaced into unregulated sectors, regulatory authorities started to pay growing attention to the “shadow banking” system during 2011. This term broadly refers to entities and financial transactions that fall outside the scope of existing financial (banking) regulation , such as hedge funds, money market funds and structured investment vehicles.

Work was initiated in five areas to assess the need for regulatory intervention, and this topic is likely to attract even more attention during 2012, when recommendations for action are expected.

The five areas include: banks’ interactions with shadow banking entities; ways to reduce the susceptibility of money market funds to runs; the regulation of other shadow banking entities on prudential grounds; retention requirements and transparency in securitisation; and the possible regulation of margins and haircuts in securities lending and repos.

Other
During 2011, the authorities started to pay more attention to the consistent implementation of G20 and FSB financial reforms, with plans developed to focus more on monitoring and the public reporting of implementation progress. Although a priority, little progress was made during 2011 on developing a global policy framework for over-the-counter derivative reform, so as to help align ongoing activity in this space, particularly in the US and the EU (see below).

EU regulatory developments
The EU regulatory agenda in 2011 continued to focus mainly on prudential and market structure measures; retail issues also started receiving more attention and are likely to come under increased focus in 2012. Key highlights were as follows:

New regulatory architecture
2011 saw the implementation of a new EU regulatory architecture, with the start of operations of the ESRB and three supervisory authorities: the European Banking Authority (EBA), the European Securities and Markets Authority, and the European Insurance and Occupational Pensions Authority.

The new framework marks a significant transfer of power to the three supervisory authorities, particularly with respect to detailed rule-making, where over time they will be issuing “binding technical standards” across a range of policy areas that will replace national rules.

However, an early preoccupation of the new regulatory authorities was the eurozone crisis. In particular, the EBA was heavily engaged in overseeing the stress testing of EU banks, including UK groups.

 
* unaudited

 
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Compliance risk*  continued
Prudential and related reforms
A key focus during 2011 was work on amending the EU’s Capital Requirements Directive (CRD): a key step in that process was the publication of draft legislative text in September 2011, the CRD IV package, which is expected to be finalised during 2012 and will implement Basel III in the EU.

Another key area of work was the EU’s “crisis management” legislative package, aimed at dealing with issues similar to those addressed by the FSB work on G-SIFIs. An early 2011 EU Commission consultation included proposals on enhanced supervision and early powers of intervention; recovery and resolution planning; resolution frameworks; resolution funds and debt write - down (but not capital surcharges). Draft legislation to implement these measures was at the time of writing expected to be issued in early 2012, after several postponements.

Other initiatives in the prudential space have included, notably, continued work on developing the Solvency II framework for insurers; the development of legislative proposals on corporate governance in financial institutions; and the further development and UK implementation of the EU’s common reporting framework (COREP) for banks.

Market and structural reforms
Key developments in this space included:

·   
European Markets Infrastructure Regulation (EMIR) - negotiations continued during 2011 on this draft Regulation on OTC derivatives, central counterparties and trade repositories, which represents a major element of the financial crisis regulatory response agenda. Agreement was close to being reached in early 2012.

·   
Markets in Financial Instruments Directive Review (MiFID2) - the EU review of this directive, which sets the framework for investment markets, culminated in the publication of draft legislative text in October 2011.

·   
Financial Transaction Tax (FTT) - the EU Commission published proposals for an FTT, which would see trades in bonds and shares taxed at 0.1% and complex derivatives taxed at 0.01%. However, the proposal requires approval from all 27 EU members, but is opposed by some, including notably the UK, which reduces the likelihood of it being imposed .

·   
Other initiatives - these have included changes to the market abuse regime and prospectus requirements, initiatives on short-selling, further legislative developments impacting credit rating agencies and changes to depositor and investor protection.


EU retail market reforms
Notwithstanding the focus on prudential and market reforms in response to the financial crisis, the EU Commission during 2011 also continued to work on a wide range of retail agenda initiatives. These included a draft legislative proposal for a mortgage credit directive, with a focus on responsible lending and borrowing; the development of proposals on collective redress; and ongoing discussions with the banking industry to improve the transparency and comparability of bank fees. The Group also continued to work on implementing the requirements coming into force at the end of 2011, contained in the EU Payment Services Directive.

UK regulatory developments
UK regulatory developments during 2011 continued to be extensively determined by global and EU developments, with UK regulators working to implement requirements coming into force, such as the CRD III package of reforms, and actively participating in policy development at the EU and global levels. In addition, there were a number of developments specific to the UK.

Independent Commission on Banking (ICB)
The ICB was appointed by the UK Government in June 2010 to review possible structural measures to reform the UK banking system in order to promote, amongst other things, stability and competition. It published its final report to the Cabinet Committee on Banking Reform on 12 September 2011 (the ‘Final Report’) , which set out the ICB’s views on possible reforms to improve stability and competition in UK banking.

The Final Report made a number of recommendations, including in relation to: (i) the implementation of a ring-fence of retail banking operations; (ii) increased loss-absorbency (including bail-in , i.e. the ability to write - down debt or convert it into an issuer’s ordinary shares in certain circumstances); and (iii) promotion of competition.

On 19 December 2011 , the UK Government published its response to the Final Report and indicated its support and intention to implement the recommendations set out in the Final Report substantially as proposed. The Government indicated that it would work towards putting in place the necessary legislation by May 2015, requiring compliance as soon as practicable thereafter and a final deadline for full implementation of 2019.

The Group will continue to participate in the debate and to consult with the UK Government on the implementation of the recommendations set out in the Final Report and in the Government’s response.

Regulatory architecture reforms
Work on the UK coalition government’s plans for reforming the UK’s regulatory structure continued during 2011, with major consultations from HM Treasury , a number of calls for evidence from parliamentary committees and the publication of a draft Bill for pre-legislative scrutiny purposes in June 2011. In addition, the FSA and Bank of England published policy documents setting out initial high-level policy thinking on the new regulatory bodies; and an interim version of the Financial Policy Committee started to meet in advance of legislation being enacted. However, the timescale for completing the legislative process and fully implementing the new framework has been delayed until 2013 (from the end of 2012).

* unaudited

 
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Risk management: Compliance risk*   continued
Payment Protection Insurance (PPI)
The Judicial Review requested by the British Bankers’ Association (BBA) in respect of the FSA’s policy statement on PPI complaints and guidance published by the Financial Ombudsman Service concluded in April 2011 with an adverse ruling. The BBA and the banks concerned decided not to appeal and the UK banks including the Group have moved towards settling claims in accordance with the FSA’s revised principles. Under the terms of a waiver granted by the FSA, the Group, along with the rest of the industry, has had to deal with the backlog of complaints within specified timescales.

Retail conduct issues
In addition to EU retail initiatives, the UK authorities continued to pursue additional issues during 2011. These included initiatives relating to financial inclusion, where the Government is seeking to widen access to bank accounts; the implementation of the recommendations of the Retail Distribution Review relating to the provision of investment advice; ongoing work on the Mortgage Market Review; the establishment of a Steering Group by HM Treasury to devise a suite of simple financial products; and a review of the insurance products that form part of packaged current accounts.

Supervisory developments
In line with that of other regulatory authorities, the FSA’s supervisory scrutiny has intensified in response to the financial crisis and ongoing market stresses. Front - end supervisory resources have been increased and existing tools have been used more frequently and robustly – evidenced, for instance, in terms of the heightened number of information requests, the increased deployment by the FSA of skilled person reports as well as the increased fines charged against the industry. Across the industry fines for 2011 totalled £66.1 million versus £5.3 million in 2007. In addition, the FSA continued to develop new supervisory approaches, notably its Core Prudential Programme for those major financial institutions it oversees, which includes in-depth rolling thematic assessments on governance, business models, risk management, capital and liquidity.

US regulatory developments
In the US, activity was dominated by rulemaking following the 2010 Dodd-Frank Act. Although there was some slippage on, for example, derivatives rules, output from the authorities has still been considerable.

Key final rules were issued on a range of issues, including living wills, the Collins Amendment (which floors capital requirements at the level of Basel II advanced approaches), rights for shareholders to have an advisory “say on pay”, and limits on debit card interchange fees. Meanwhile the new Consumer Financial Protection Bureau was established on the Act’s first anniversary on 21 July 2011.

High-profile draft rules that were published included the Volcker Rule (limiting proprietary trading and investments in private equity or hedge funds), the securitisation risk retention rule and rules applicable to Nationally Recognized Statistical Rating Organizations (credit rating agencies).

Compliance risk management
The Group manages its compliance risk through a regulatory affairs and compliance framework that seeks to ensure it complies with all banking, securities, insurance and anti-money laundering regulations, defined by over 120 different regulatory bodies and central banks, wherever the Group operates. This framework is managed by the Group’s Regulatory Affairs and Compliance functions and includes: the tracking and management of regulatory developments; regulatory relationship management; the implementation of global compliance risk policies; assurance and monitoring; training and awareness; and mitigation activity.

Against the backdrop of intensified regulatory pressure, Group Regulatory Affairs has managed the increased levels of scrutiny and legislation by increasing the capacity of its team, as well as improving and refining its operating model, tools, systems and processes. Simultaneously, in response to enforcement actions against the Group in 2010 and 2011, Group Compliance initiated and led large-scale remediation and infrastructure changes, driving both the definition and the proactive management of conduct risk.

Management of regulatory change
The early identification and effective management of changes in legislative, regulatory and other requirements that may impact the Group is critical to the successful mitigation of compliance risk.

Group Regulatory Affairs maintains a well-established policy and supporting processes for the identification and management of such changes across the Group. Group Board and Executive Committee oversight is supported by a Prudential Regulatory Developments Executive Steering Group, which was formed in early 2010 to provide a specific focus on a range of key regulatory changes. Communication and coordination were strengthened in 2011 with the formalisation of two Group-wide forums, one focusing on prudential and wholesale market issues, the other on retail conduct issues. In addition, a divisional Heads of Regulatory Developments forum was established, and RBS Americas’ regional governance strengthened.

Reporting and internal communications activity expanded in 2011 in response to the growing regulatory change agenda. This included:

·   
The enhancement of quarterly reporting to the Group Audit Committee, with a particular focus on tracking progress on compliance readiness programmes implementing new requirements;

·   
Six-monthly reporting to the Board Risk Committee, in addition to the standard monthly risk reports produced for the Board and other governance committees; and

·   
Increased communications, such as the development of a fortnightly Regulatory Affairs Flash Report, circulated widely across the Group, which captures key regulatory developments and relationship topics.

* unaudited

 
200

 
Business review Risk and balance sheet management continued
 
Compliance risk*  continued
Regulatory relationship management
The Regulatory Relations Forum, chaired by Group Regulatory Affairs, meets fortnightly and now has global coverage with representatives from all divisions and regions. It facilitates the sharing of key regulatory engagements and the lessons learned from them.

Quarterly reporting to the Group Audit Committee captures all material regulatory reviews and investigations and upstream regulatory developments worldwide, as well as tracking the status and trends in key regulatory relationships.

Other key regulatory policies, specifically ‘Group Relationships with Regulators’ and ‘Political, Legislative and Regulatory Environment’, were reviewed and re-launched. Each incorporates a new risk appetite statement, a benchmarking exercise against the Group's peer banks and, for the latter, an end-to-end review and mapping of the upstream risk management process.

Recovery and resolution planning
The Group considers effective resolution regimes, coordination between regulators, and recovery and resolution planning, to be important components of an extensive reform agenda to improve safety and stability within the banking industry. Accordingly, the Group recognises the potential value of Recovery and Resolution Plans (RRPs) as mechanisms for preparing banks to deal with: severe stress events (through a range of developed recovery options in the Recovery Plan); and ensuring authorities will have all the critical information they need to identify and carry out appropriate resolutions in the event of failure (the Resolution Plan).

To ensure effective management of financial stability across jurisdictions, and to avoid duplication and inefficiency for cross-border banks, it is important that the approach, content and role of RRPs are globally consistent across jurisdictions.

The Group intends to sustain its strong momentum on the development of RRPs. As well as working with the UK authorities, the Group will continue to work with global policy developers in order to contribute to the development of RRPs in other jurisdictions, in particular within the EU and the US. The timeframes for the development of RRPs in these regions are considerably longer than in the UK, and it will be important to ensure that a consistent policy approach and format are adopted if the RRPs of UK-based global banks are to meet local requirements, and do not have to be redrawn or duplicated.
 
Global compliance risk and compliance policies
Within the Group Policy Framework, compliance risk and compliance policies define minimum standards to which all businesses must adhere. The policies are primarily driven by the rules and regulations set by the FSA, the Group’s lead regulator. However, these global minimum standards are supplemented, where appropriate, by divisional policies to meet local product or market requirements.

In compliance risk management, the term ‘conduct risk’ is used to refer to the risk of breaches of: (a) regulation or law; or (b) regulatory expectation. This is distinguished from ‘prudential risk’, i.e. compliance risks related to capital management, liquidity, credit risk, operational risk and market risk. A significantly enhanced compliance/conduct policy structure was outlined during 2011. It is aligned to a new Conduct Risk Appetite statement as well as the expected direction of the new Financial Conduct Authority, which will be one of the successors of the FSA. As a result, in future, it will be possible to assess the pan-Group risk profile for conduct risk against its risk appetite. In addition, it will be possible to provide more detailed policy direction to divisions on key areas of conduct risk.

Assurance and monitoring
Assurance and monitoring activities are essential to ensure that the Group can demonstrate compliance with existing rules and regulations.

During 2011, a ‘heatmap’ of the key inherent conduct risks across all the Group’s global businesses, reflecting both internal and external change and divisional priorities, was developed. This, in turn, drove a comprehensive programme of assurance reviews across the Group. These reviews introduced a global, end-to-end thematic approach, looking at customer outcomes as well as process adherence. In addition to immediate issues, for which action plans were developed, the reviews identified a number of wider themes that required a more strategic approach.

Training and awareness
Maintaining compliance with existing rules and regulations requires continued investment in professional training, as well as maintaining risk awareness. During 2011, the Group focused on strengthening the capabilities of its compliance risk functions at both Group and divisional level. The Group facilitates extensive compliance training through computer-based Group Policy Learning modules, with each one designed to promote the relevant regulatory Group Policy Standard.

To support the professional development of the Group’s compliance teams, it also has a comprehensive and progressive training programme that is deployed globally. All of the Group’s regulatory staff are actively engaged in compliance e - learning, which incorporates a mandatory ‘essentials’ course, and the RBS Risk Academy, through which all staff are required to complete foundation courses in other risk disciplines, such as operational risk, market risk and retail credit risk. Formal training is supplemented by more informal regulatory familiarisation; this is designed to share knowledge, and support both personal development and technical training across the wider risk community.



* unaudited

 
201

 
Business review Risk and balance sheet management continued
 
Risk management: Compliance risk*   continued
Anti-Money Laundering
During 2011, RBS continued to enhance its Anti Money Laundering (AML) Change Programme across the Group. Key developments include:

·   
A new cohesive target operating model to support the capability required and reviewed divisional AML capabilities against the target operating model to identify and analyse gaps;

·   
A framework for understanding and managing compliance and conduct risk, including the introduction of a clear Group-level conduct risk appetite statement and the design of a new conduct risk policy framework; and

·   
An enhanced global whistle-blowing service ‘Right Call’ that allows all employees, irrespective of location, to escalate any concerns outside of their normal line management. Whistle-blowing call volumes have increased since the launch and the new framework is a further positive step to help the Group identify and manage compliance risk.

Reputational risk*
Reputational risk is the risk of brand damage arising from financial and non-financial events due to a failure to meet stakeholders’ expectations of the Group’s performance and behaviour.

Such loss in reputation has the potential to put the entire business at risk. It could also lead to negative publicity, loss of revenue, costly litigation or a decline in the customer base.

Reputational risk can arise from actions taken by the Group or a failure to take action, such as failing to assess the environmental, social or ethical impacts of clients or projects to which the Group has provided products or services.

The Group seeks to safeguard its reputation by considering the impact on the value of its franchise from how it conducts business, its choice of customers and the way stakeholders view the Group. Managing the Group’s reputation is the joint responsibility of all employees, and reputational considerations should, as part of standard practice, be integrated into the Group’s day-to-day decision making structures.

Currently the Group manages reputational risk through a number of functions, such as divisions, Group Communications, Group Sustainability and an Environmental, Social and Ethical (ESE) risk management function. The latter function is responsible for assessing ESE risks associated with business engagements and business divisions.

The Board has ultimate responsibility for managing any impact on the reputation of the Group arising from its operations. The Group Sustainability Committee (established at the beginning of 2010) sets the overall strategy and approach for the management of Group sustainability. However, all parts of the Group take responsibility for reputation management.

The risk is viewed as material given the central nature of the Group’s market reputation in the strategic risk objectives.

Business risk*
Business risk is the potential risk of revenues being lower than expected and/or operating costs being higher than expected. It is influenced by a variety of factors, including pricing, sales volumes, input costs, regulations and the prevailing market and economic environment.

The Group seeks to minimise its exposure to business risk, subject to its wider strategic objectives (e.g. return on equity). As a large financial services group, it recognises and values the potential diversification benefits associated with differences in the nature and timing of potential business risk across its portfolio of businesses.

Business risk is identified, measured and managed through the Group’s bi-annual strategic planning cycles. Expected profiles for revenues and costs are determined, on a bottom-up basis, through strategic plans and expectations of the external environment. These profiles are tested against a range of stress scenarios and factors to identify the key risk drivers behind any potential volatility, along with management actions to address and manage them.

The Group Board has ultimate responsibility for the impact of any volatility in revenues and costs on the Group’s performance. Business risk is incorporated within the Group’s risk appetite target for earnings volatility, with an assessment of volatility in revenues and costs a key component in determining whether the Group and its underlying businesses are within risk appetite.

The management of business risk lies primarily with divisional and business unit strategic teams, with oversight at the Group level from the Finance, Strategy and Risk functions. Elements of business risk (e.g. regulatory changes) also overlap with other areas and are managed by the appropriate risk functions.

The risk is viewed as material given the central nature of unexpected changes in revenues and costs on the Group’s ability to achieve its strategic objectives.


* unaudited

 
202

 
Business review Risk and balance sheet management continued
 
Pension risk*
The Group is exposed to risk from its defined benefit pension schemes to the extent that the assets of the schemes do not fully match the timing and amount of the schemes’ liabilities. Pension scheme liabilities vary with changes to long-term interest rates, inflation, pensionable salaries and the longevity of scheme members as well as changes in legislation. The Group is exposed to the risk that the market value of the schemes’ assets, together with future returns and any additional future contributions could be considered insufficient to meet the liabilities as they fall due. In such circumstances, the Group could be obliged, or may choose, to make additional contributions to the schemes.

The RBS Group Pension Fund (‘Main scheme’) is the largest of the schemes and the main source of pension risk. The Main scheme operates under a trust deed under which the corporate trustee, RBS Pension Trustees Limited , is a wholly owned subsidiary of The Royal Bank of Scotland plc and the trustee board comprises six directors selected by the Group and four directors nominated by members.

The trustee is solely responsible for the investment of the Main scheme’s assets which are held separately from the assets of the Group. Significant changes to asset strategy are discussed with the Groups Pension Risk Committee which was established in 2011. The Group and the trustee must agree on the Main scheme funding plan.

In October 2006, the Main scheme was closed to new employees. In November 2009, the Group confirmed that it was making changes to the Main scheme and a number of other defined benefit schemes including the introduction of a limit of 2% per annum (or the annual change in the Consumer Price Index, if lower) to the amount of any salary increase that will count for pensionable purposes.

Risk appetite and investment policy are agreed by the trustee with quantitative and qualitative input from the scheme actuaries and investment advisers. The trustee also consults with the Group to obtain its view on the appropriate level of risk within the pension fund.

Risk management framework
From a sponsor perspective, the Group manages this risk using a framework that encompasses risk reporting and monitoring, stress testing, modelling and an associated governance structure that helps ensure the Group is able to fulfil its obligation to support the defined benefit pension schemes to which it has exposure.

Reporting and monitoring
The Group maintains an independent review of risk from a sponsor perspective within its pension funds. It achieves this through underlying regular pension risk reporting and monitoring to the Group Board, Group Board Risk Committee and Group Risk Committee on the material pension schemes that the Group has an obligation to support.
 
Stress testing and modelling
Throughout 2011, various pension risk stress testing initiatives were undertaken, focused both on internally defined scenarios and on scenarios undertaken to meet integrated EBA, IMF and FSA stress testing requirements. On an annual basis, the Internal Capital Adequacy Assessment Process is also modelled; this entails assessing changes in pension asset and liability values over a 12-month horizon under various stresses and scenarios.

Governance
A key component of the pension risk framework is the Pension Risk Committee, which was established in 2011 and has the authority to articulate the Group’s view of risk appetite for the various RBS pension schemes. The Pension Risk Committee also serves as a formal link between the Group and the Trustee of the Group’s largest pension schemes on risk management asset strategy and financing issues and, during 2011, facilitated an agreement between the two on mechanisms for reducing risk within the RBS Group Pension Fund.

Improvements in 2011 and next steps
As part of the continuing development of the pension risk management framework within RBS Group, key achievements in 2011 focused on improved stress testing and risk governance mechanisms. The framework will continue to be developed in 2012 with improvements in risk reporting and monitoring, modelling and stress testing capability along with the embedding of the pension risk governance structure implemented in 2011.

Main scheme
The most recent funding valuation, at 31 March 2010, was agreed during 2011. It showed that the value of liabilities exceeded the value of assets by £3.5 billion at 31 March 2010, a ratio of assets to liabilities of 84%. In order to eliminate this deficit, the Group has agreed to pay additional contributions each year over the period 2011 to 2018. These contributions started at £375 million per annum in 2011, increasing to £400 million per annum in 2013 and from 2016 onwards will be further increased in line with price inflation. Further details are given in Note 4 of the consolidated accounts.

The assets of the Main scheme, which represent 84% of Group pension plan assets at 31 December 2011, are invested in a diversified portfolio of quoted and private equity, government and corporate fixed interest and index-linked bonds, and other assets including property and hedge funds. The trustee has taken measures to partially mitigate inflation and interest rate risks both by investment in suitable physical assets and by entering into inflation and interest rate swaps. The Main scheme also uses derivatives within its portfolio to manage the allocation to asset classes and to manage risk within asset classes .

* unaudited

 
203

 
Business review Risk and balance sheet management continued
 
Risk management: Pension risk*   continued
The table below shows the sensitivity of the Main scheme’s assets and liabilities (measured according to IAS 19 ‘Employee Benefits’) to changes in interest rates and equity values at the year end, taking account of the current asset allocation and hedging arrangements.


 
Change 
 in value 
of assets 
£m 
Change  
in value of  
 liabilities  
£m  
Increase in net 
 pension 
 obligations 
£m 
At 31 December 2011
     
Fall in nominal swap yields of 0.25% at all durations with no change in credit spreads or real swap yields
106 
200 
(94)
Fall in real swap yields of 0.25% at all durations with no change in credit spreads or nominal swap yields
557 
911 
(354)
Fall in credit spreads of 0.25% at all durations with no change in nominal or real swap yields
104 
1,118 
(1,014)
Fall in equity values of 10%
(935)
— 
(935)

At 31 December 2010
     
Fall in nominal swap yields of 0.25% at all durations with no change in credit spreads or real swap yields
67 
193 
(126)
Fall in real swap yields of 0.25% at all durations with no change in credit spreads or nominal swap yields
355 
799 
(444)
Fall in credit spreads of 0.25% at all durations with no change in nominal or real swap yields
98 
1,005 
(907)
Fall in equity values of 10%
(1,083)
— 
(1,083)





* unaudited
 
 
 
204

 
Business review Risk and balance sheet management continued



Asset Protection Scheme*

All disclosures in this section (pages 205 to 207) are unaudited and are marked with an asterisk (*).

Key aspects of the Scheme
On 22 December 2009, the Group acceded to the Asset Protection Scheme (APS or ‘the Scheme’) with HM Treasury acting on behalf of the UK Government. Under the Scheme, the Group purchased credit protection over a portfolio of specified assets and exposures (“covered assets”) from HM Treasury. The portfolio of covered assets had a par value of approximately £282 billion at 31 December 2008 and the protection is subject to a first loss of £60 billion and covers 90% of subsequent losses net of recoveries. Once through the first loss, when a covered asset has experienced a trigger event , losses and recoveries in respect of that asset are included in the balance receivable under the APS. Receipts from HM Treasury will, over time, amount to 90% of cumulative losses (net of cumulative recoveries) on the portfolio of covered assets less the first loss amount.

The Group has the right to terminate the Scheme at any time provided that the Financial Services Authority has confirmed in writing to HM Treasury that it has no objection. On termination, the Group is liable to pay HM Treasury a termination fee , which comprises the difference between £2.5 billion (or, if higher, a sum related to the economic benefit of regulatory capital relief obtained from the APS) and the aggregate fees paid. In addition, the Group would have to repay any amounts received from HM Treasury under the terms of the APS. The Group has paid APS premiums totalling £2,225 million (2011 - £125 million; 2010 - £700 million; 2009 - £1,400 million). From 31 December 2011 premiums of £125 million are payable quarterly until the earlier of 2099 and the date the Group leaves the Scheme.

Losses are recognised when a covered asset has experienced a trigger event which comprises failure to pay subject to grace periods, bankruptcy and restructuring.
 
APS assets are spread across the Group’s main divisions. High volume commercial and retail exposures were selected on a portfolio basis where assets were high risk and in arrears at 31 December 2008. Large corporate and GBM exposures were selected at the counterparty/asset level based on individual risk reviews and defaulted assets in the workout/restructuring unit.

HM Treasury has the right to appoint step-in managers to carry out any oversight, management or additional functions on their behalf , to ensure that the covered assets are managed and administered in compliance with the agreed terms and conditions. This right is exercisable if certain step-in triggers occur. These include:

·   
losses on covered assets in total exceed 125% of the first loss amount or losses on an individual covered asset class exceed specified thresholds;

·   
a breach of specified obligations in the APS rules or the accession agreement;

·   
the Group has failed or is failing to comply with any of the conditions in the APS rules in relation to asset management, monitoring and reporting, and governance and oversight , and such failure is persistent and material or it is evidence of a systematic problem; and

·   
material or systematic data deficiencies in the information provided to HM Treasury in accordance with the terms of the APS.

HM Treasury may at any time elect to cease to exercise its step-in rights in whole or part when it is satisfied that the step-in triggers have been remedied.



* unaudited

 
205

 
Business review Risk and balance sheet management continued


Risk management: Asset Protection Scheme*   continued
Covered assets

The table below shows the movement in covered assets.

 
£bn  
At 1 January 2009
282.0 
Disposals
(3.0)
Non - contractual early repayments
(8.9)
Maturities and amortisation
(26.1)
Rollovers and covered amount cap adjustments
(1.7)
Currency translation and other adjustments
(11.8)
At 31 December 2009
230.5 
Disposals
(9.7)
Maturities, amortisation and early repayments
(28.7)
Reclassified assets
3.1 
Withdrawals
(2.9)
Currency translation and other adjustments
2.4 
At 31 December 2010
194.7 
Disposals
(5.3)
Maturities, amortisation and early repayments
(42.4)
Withdrawals
(12.4)
Currency translation and other adjustments
(2.8)
At 31 December 2011
131.8 

Key points
·   
The reduction in covered assets was due to run-off of the portfolio, disposals, early repayments and maturing loans .

·   
The Group continues to take advantage of market conditions and execute sales from a number of its portfolios .

·   
The Group withdrew £12.4 billion of covered assets with a lower than average risk profile from the Scheme .


Credit impairments and write - downs
The table below analyses the credit impairment provision (adjusted for write-downs) and adjustments to par value (including available-for-sale reserves) relating to covered assets.

 
2011 
2010 
2009 
 
£m  
£m  
£m  
Loans and advances
20,586 
18,033 
14,240  
Debt securities
10,703 
11,747 
7,816  
Derivatives
3,056 
2,043 
6,834  
 
34,345 
31,823 
28,890  
       
Core
7,626 
6,646 
5,552 
Non - Core
26,719 
25,177 
23,338  
 
34,345 
31,823 
28,890  

Key points
·   
The increase in Non-Core impairments of £1.5 billion accounted for the majority of the increase in credit impairments and write-downs in 2011.

·   
The increase in Core is largely accounted for by impairments offset by asset withdrawals .





* unaudited

 
206

 
Business review Risk and balance sheet management continued

Asset Protection Scheme*  continued
First loss utilisation

The Group has agreed with HM Treasury modifications to the Scheme rules, which affect most APS portfolios in Global Banking & Markets and an APS portfolio in UK Corporate that relates to larger clients. All other APS portfolios in the Group are unaffected. The overall economic aspects of the Scheme are unchanged, including value and term of cover, credit derivative valuation and capital effects.


The modified rules for recognition of triggered assets align more closely to the Group’s normal accounting and risk management procedures and will reduce the administrative burden of operating the Scheme. For the portfolios subject to these changes, the calculation of loss now takes into account expected recoveries in addition to those already received. This has resulted in a reduction in first loss utilisation. A comparison of losses arising under the original Scheme rules with those arising under the modified Scheme rules is set out below. This covers the period from the Scheme inception to 31 March 2011 (the last point at which the original rules applied for the affected assets).

 
£m 
Original first loss utilisation
38,961 
Assets not triggered under modified rules (1)
(4,126)
Assets triggered under modified rules (2)
997 
Expected recoveries (3)
(6,272)
Revised first loss utilisation
29,560 

Notes:
(1)
Assets that had triggered under the original Scheme rules but were not impaired or defaulted are not triggered under the modified rules.
(2)
Assets that had not yet triggered under the original Scheme rules but had impaired or defaulted are triggered under the modified rules.
(3)
For assets which have triggered under both original and modified rules, this amount represents the excess of expected recoveries over cash recoveries received to date.

The table below shows the first loss utilisation under the original and modified rules.

 
2011
 
2010
 
Original Scheme rules 
 
Modified 
 Scheme rules 
     
Original Scheme rules 
 
Modified 
 Scheme rules 
   
 
Gross loss 
amount 
Cash 
recoveries 
to date  
 
Net 
triggered 
loss 
 
Net 
 triggered  
total  
 
Gross loss 
amount 
Cash 
recoveries 
to date  
 
Net 
triggered 
loss 
 
Net 
 triggered 
 total  
 
£m 
£m 
 
£m 
 
£m 
 
£m 
£m 
 
£m 
 
£m 
Core
8,451  
(2,240)
 
1,567  
 
7,778  
 
6,865 
(1,042)
 
1,559 
 
7,382 
Non-Core
17,486  
(2,992)
 
8,158  
 
22,652  
 
13,946 
(1,876)
 
6,923 
 
18,993 
 
25,937  
(5,232)
 
9,725  
 
30,430  
 
20,811 
(2,918)
 
8,482 
 
26,375 
Loss credits
         
1,802  
           
1,241 
           
32,232  
           
27,616 

Key points
·   
The cumulative first loss is £32.2 billion however, the Group does not expect to claim under the Scheme, which has a first loss of £60 billion .

·   
The Group received loss credits of £0.6 billion in 2011 which related to disposals . Cumulative loss credits at 31 December 2011 were £1.8 billion.

·   
The Group continues to expect an average recovery rate of approximately 40% across all portfolios.


Risk - weighted assets
The table below analyses risk-weighted assets (RWAs) covered by the APS.
 
2011
2010
2009
 
£bn
£bn
£bn
Core
40.2
54.7
76.1
Non - Core
28.9
50.9
51.5
APS RWAs
69.1
105.6
127.6

Key point
·   
The decrease of £36.5 billion in RWAs covered by the Scheme reflects pool movements, assets moving into default and changes in risk parameters .


* unaudited


 
207

 
 
Governance report
 
209
Letter from the Chairman
210
Our governance structure
211
Our Board
215
Executive Committee
216
Corporate governance
221
Report of the Group Audit Committee
226
Report of the Board Risk Committee
230
Directors’ remuneration report
252
Other remuneration disclosure
254
Compliance report
257
Report of the directors
262
Directors’ interests in shares
263
Statement of directors’ responsibilities
 
 

 
 
208

 
 
Letter from the Chairman


Dear Shareholder,

I am pleased to present our Corporate governance report for the 2011 financial year.

2011 has been a challenging year for the Group given the continued pressure on financial markets and the Eurozone challenges as well as UK developments such as the recommendations from the Independent Commission on Banking. During 2011 , key areas of focus for the Board were: financial performance; strategy; risk; and regulatory developments and reports . The Board was supported by the work of key Board committees.

Further details on the role and principal activities of the Board are contained within the Corporate governance report on pages 210 to 253. Individual reports from the Group Audit Committee, Board Risk Committee and Group Remuneration Committee are also included.

Corporate governance in RBS
The Group is working hard to achieve a very challenging and complex turnaround and good corporate governance is a key element of supporting delivery of our strategy and underpinning cultural change across the Group.

In May 2011, the Board introduced a new Corporate Governance Policy to demonstrate that we are committed to the highest standards of governance, integrity and professionalism throughout the Group. The policy comprises ten principles and related guidance that apply across the Group in all divisions and jurisdictions. The principles cover areas such as decision making, individual and collective responsibility, identifying and managing risks, risk and reward and escalation and transparency. We want to ensure we have the right structures and systems in place so that sound business decisions are made and it is important to us that we demonstrate high standards of governance in all of our activities. A clear corporate governance policy is helping us achieve this and we will be monitoring compliance with the policy on a continuing basis.

Our statement of compliance with the UK Corporate Governance Code issued by the Financial Reporting Council in May 2010 (the “Code”) is set out on page 254.

The Board
During 2011, we were pleased to welcome three new independent non-executive directors to the Board: Alison Davis, Tony Di Iorio and Baroness Noakes. They have brought with them a wealth of relevant and diverse experience in both the public and private sectors, along with a strong global perspective and have made a significant contribution to the work of the Board since joining. Their appointments have also strengthened the membership of a number of Board committees with Alison Davis joining the Group Remuneration Committee, Tony Di Iorio joining the Group Audit Committee and Board Risk Committee, and Baroness Noakes joining the Group Audit Committee. In addition to our new Board members, Colin Buchan retired as a director in August 2011 following nine years on the Board and John McFarlane will step down from the Board on 31 March 2012. We have greatly appreciated the experience, commitment and knowledge they brought to the Board and Committees .

Leadership and Board effectiveness
As Chairman, I am responsible for ensuring we have an effective Board and for leading the Board. I am supported by the Group Nominations Committee in reviewing Board composition and the recruitment of new directors and by the Group Secretary on induction, continuing professional development, Board process and evaluation.

A key part of my role in leading the Board is to ensure that directors develop a good understanding of the Group’s business so that the Board is able to provide input to help shape future strategy. This is achieved through site visits, in-depth board presentations and, for new directors, their induction programme. I believe it is important to encourage a culture and environment in the boardroom that facilitates debate and where non-executive directors are able to provide constructive challenge to the executive team.

We conduct an annual evaluation of the effectiveness of the Board and this year’s evaluation was conducted internally, led by the Group Secretary. I also evaluate the individual performance of each of the non-executive directors and all directors stand for re-election annually. Further details on performance evaluation are set out on page 218. During 2011, we saw further improvements to the flow of information to the Board both in terms of the quality of papers and the use of new technology to deliver these to directors. The Board continued to focus on strategic priorities and the composition of the Board, including succession planning for senior executives, was kept under review by the Group Nominations Committee.

Diversity
The diversity agenda has remained a key priority for RBS in 2011. The Group made a public statement on its website www.rbs.com in September 2011 regarding its aspirations in relation to gender diversity in the boardroom . We expect to meet the aspirational target of 25 per cent female board representation in 2012. In December 2011, the Board approved a formal boardroom diversity policy which aims to promote diversity in the composition of the Board. Under this policy, all Board appointments will be made on the basis of individual competence, skills and expertise measured against identified objective criteria. Further details on the boardroom diversity policy can be found on page 220 .

I would like to thank both the executive and non-executive directors for their outstanding commitment and their contributions to the Board and Committees in 2011. This year is shaping up to be another challenging year for the Group and the Board but I am confident that we are on track to restore the performance of the Group in all material aspects.

 
Philip Hampton
Chairman
22 February 2012
 
 
209

 
 
Our governance structure
 

 
Group Board and Board committee structure
 

Group Board is the main decision making forum at Group level , setting the strategic direction of the Group and ensuring that the Group manages risk effectively. The Group Board is accountable to shareholders for financial and operational performance.

Group Audit Committee assists the Group Board in discharging its responsibilities for the disclosure of the financial affairs of the Group. It reviews the accounting policies, financial reporting and regulatory compliance practices of the Group and the Group’s system and standards of internal controls, and monitors the Group’s processes for internal audit and external audit.

Board Risk Committee provides oversight and advice to the Group Board on current and potential future risk exposures of the Group and risk strategy. It reviews the Group’s performance on risk appetite and oversees the operation of the Group Policy Framework.
 
Group Remuneration Committee has oversight of the Group’s policy on remuneration. It also considers senior executive remuneration and makes recommendations to the Group Board on remuneration of executive directors.

Group Nominations Committee assists the Group Board in the selection and appointment of directors. It reviews the structure, size and composition of the Group Board, and membership and chairmanship of Group Board committees.

Group Sustainability Committee is responsible for reviewing the Group’s overall sustainability strategy, values and policies and aligning the Group’s approach to ethical, social and environmental issues.

Executive Committee is responsible for managing Group-wide issues and those operational issues that affect the broader Group. It reviews strategic issues and initiatives, monitors financial performance and capital allocations and considers risk strategy, policy and risk management.
 
 
 
210

 

Our Board

Chairman
       
 
 
Philip Hampton (age 58)
Date of appointment: appointed to the Board on 19 January 2009 and to the position of Chairman on 3 February 2009
 
Previously chairman of J Sainsbury plc and group finance director at Lloyds TSB Group, BT Group plc , BG Group plc, British Gas and British Steel plc, an executive director of Lazards and a non-executive director of RMC Group plc and Belgacom SA. He is also a former chairman of UK Financial Investments Limited, which manages the UK Government’s shareholdings in banks.
 
 
External appointments
·   Non-executive director of Anglo American plc
 
Board Committee membership
·   Group Nominations Committee (Chair)
 
Executive directors
       
Group Chief Executive
 
 
Stephen Hester (age 51)
Date of appointment: appointed to the Board on 1 October 2008 and to the position of Group Chief Executive on 21 November 2008
 
Previously chief executive of The British Land Company PLC, chief operating officer of Abbey National plc and prior to that held positions with Credit Suisse First Boston including chief financial officer, head of fixed income and co-head of European investment banking. In 2008 he served as a non-executive director of Northern Rock plc.
 
 
External appointments
·   Trustee of The Foundation and Friends of the Royal Botanical Gardens, Kew
 
Board Committee membership
·   Executive Committee
 
Group Finance Director
 
 
Bruce Van Saun (age 54)
Date of appointment: 1 October 2009
 
Over 25 years of financial services experience. From 1997 to 2008 he held a number of senior positions with Bank of New York and later Bank of New York Mellon, most recently as vice - chairman and chief financial officer and before that was responsible for Asset Management and Market Related businesses. Prior to that he held senior positions with Deutsche Bank, Wasserstein Perella Group and Kidder Peabody & Co. He has served on several corporate boards as a non-executive director and has been active in numerous community organisations .
 
External appointments
·   ConvergEx Holdings, LLC
 
Board Committee membership
·   Executive Committee
 

 
211

 
 
Our Board continued
 
Independent non-executive directors
       
 
 
Sandy Crombie (age 63)
Senior Independent Director
Date of appointment: 1 June 2009
 
Previously group chief executive of Standard Life plc. He was also previously a director of the Association of British Insurers, a member of the former Chancellor of the Exchequer’s High Level Group on Financial Services and Chairman of the Edinburgh World City of Literature Trust. In 2007 he was the Prince of Wales’ Ambassador for Corporate Social Responsibility in Scotland .
 
External appointments
·   Chairman of Creative Scotland
·   Member and vice-chairman of the Board of Governors of The Royal Conservatoire of Scotland
·   President of the Cockburn Association
 
Board Committee membership
·   Group Sustainability Committee (Chair)
·   Board Risk Committee
·   Group Nominations Committee
·   Group Remuneration Committee
 
 
 
Alison Davis (age 50)
Date of appointment: 1 August 2011
 
Former director of First Data Corporation and chair of the board of LECG Corporation.  She previously worked at McKinsey & Company, AT Kearney, as chief financial officer at Barclays Global Investors (now BlackRock) and managing partner of Belvedere Capital , a private equity firm focused on buy-outs in the financial services sector.
 
 
External appointments
·   Member of the Advisory Board of City National Bank
·   Non-executive director of Unisys Corporation
·   Chair of the Governing Board of Women’s Initiative for Self Employment
 
Board Committee membership
·   Group Nominations Committee
·   Group Remuneration Committee
 
 
 
Tony Di Iorio (age 68)
Date of appointment: 1 September 2011
 
Has worked for a variety of financial institutions starting with Peat Marwick (now KPMG) and then Goldman Sachs , ultimately as controller of the global firm. He was chief financial officer of the investment bank of NationsBank (now Bank of America) before joining Paine Webber and then Deutsche Bank where he became chief financial officer in 2006.  After retiring in 2008 he served as senior adviser to Ernst & Young working with the firm’s financial services partners in the UK, Europe, the Middle East and Africa .
 
 
External appointments
·   None
 
Board Committee membership
·   Board Risk Committee
·   Group Audit Committee
·   Group Nominations Committee
 
 
 
Penny Hughes , CBE (age 52)
Date of appointment: 1 January 2010
 
Previously a director and chairman of the Remuneration Committee of Skandinaviska Enskilda Banken AB and a non-executive director of Home Retail Group plc and chairman of its Remuneration Committee. She spent the majority of her executive career at Coca-Cola where she held a number of leadership positions, latterly as President, Coca-Cola Great Britain and Ireland. Former non-executive directorships include Vodafone Group plc, Reuters Group PLC and The Gap Inc.
 
 
External appointments
·   Senior independent director of Cable & Wireless Worldwide plc
·   Non-executive director of Wm Morrison Supermarkets plc
·   Trustee of the British Museum
 
Board Committee membership
·   Group Remuneration Committee (Chair)
·   Group Nominations Committee

 
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Our Board continued

Independent non-executive directors
       
 
 
Joe MacHale (age 60)
Date of appointment: 1 September 2004
 
Held a number of senior executive positions with J . P . Morgan between 1979 and 2001 and was latterly chief executive of J P Morgan Europe, Middle East and Africa Region. Previously held non-executive roles at The Morgan Crucible Company plc and Brit Insurance Holdings plc. He is a fellow of the Institute of Chartered Accountants .
 
 
External appointments
·   Trustee of MacMillan Cancer Support
·   Chairman of Prytania Holdings LLP
 
Board Committee membership
·   Board Risk Committee
·   Group Nominations Committee
 
 
 
John McFarlane (age 64)
Date of appointment: 1 October 2008
 
Former chief executive officer of Australia and New Zealand Banking Group Limited.  Previously he was a group executive director of Standard Chartered and head of Citicorp/Citibank in the UK and Ireland. Former president of the International Monetary Conference and a former chairman of the Australian Bankers Association and has previously served as a director of the London Stock Exchange and a member of the Auditing Practices Board .
 
 
External appointments
·   Non-executive director of Westfield Holdings Limited
·   Deputy chairman and chairman designate of Aviva plc
 
Board Committee membership
·   Group Nominations Committee
·   Group Remuneration Committee
 
 
 
Brendan Nelson (age 62)
Date of appointment: 1 April 2010
 
Former global chairman, financial services for KPMG. Previously held senior leadership roles within KPMG including as a member of the KPMG UK board from 1999 to 2006 and as vice chairman from 2006. Chairman of the Audit Committee of the Institute of Chartered Accountants of Scotland from 2005 to 2008.
 
 
External appointments
·   Non-executive director and chairman of the Audit Committee of BP plc
·   Board member of Financial Skills Partnership
·   Member of the Financial Reporting Review Panel
·   Vice President of the Institute of Chartered Accountants of Scotland
 
Board Committee membership
·   Group Audit Committee (Chair)
·   Board Risk Committee
·   Group Nominations Committee
 
 
Baroness Noakes, DBE (age 62)
Date of appointment: 1 August 2011
 
An experienced director on UK listed company boards with extensive and varied political and public sector experience. A qualified chartered accountant , she previously headed KPMG’s European and International Government practices and has been President of the Institute of Chartered Accountants in England and Wales. She was appointed to the House of Lords in 2000 and has served on the Conservative front bench in various roles including as shadow treasury minister between 2003 and May 2010. Previously held non-executive roles on the Court of the Bank of England, Hanson, ICI, John Laing and SThree.
 
External appointments
·   Non-executive director and chairman of Audit Committee of Severn Trent plc
·   Senior independent director and chairman of Audit and Nominations Committees of Carpetright plc
·   Trustee of the Thomson Reuters Founders Share Company Ltd
 
Board Committee membership
·   Group Audit Committee
·   Group Nominations Committee
 

 
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Our Board continued
 
 
Independent non-executive directors
       
 
 
Arthur ‘Art’ Ryan (age 69)
Date of appointment: 1 October 2008
 
Former chairman, chief executive officer and president of Prudential Financial Inc.  Previously he held senior positions with Chase Manhattan Bank N.A . and was a founding member of the Financial Services Forum. He is a non-executive director of Citizens Financial Group, Inc.
 
 
 
External appointments
·   Non-executive director of Regeneron Pharmaceuticals Inc.
·   Active member of numerous community boards
 
Board Committee membership
·   Group Nominations Committee
 
 
 
Philip Scott (age 58)
Date of appointment: 1 November 2009
 
Wide-ranging experience of financial services and risk management, including previous responsibility for Aviva’s continental European and International life and long-term savings businesses. He held a number of senior executive positions during his career at Aviva including his role as group finance director until January 2010. President Elect of the Institute and Faculty of Actuaries and Fellow of the Association of Certified Public Accountants .
 
 
External appointments
·   Non-executive director and chairman of the Audit Committee of Diageo plc
 
Board Committee membership
·   Board Risk Committee (Chair)
·   Group Audit Committee
·   Group Nominations Committee
 
Group Secretary
       
 
 
Aileen Taylor (age 39)
Date of appointment: 1 May 2010
 
A qualified solicitor, joined RBS in 2000. She was appointed Deputy Group Secretary and Head of Group Secretariat in 2007, and prior to that held various legal, secretariat and risk roles including Head of External Risk, Retail, Head of Regulatory Risk, Retail Direct and Head of Legal and Compliance at Direct Line Financial Services.
 
 
 
 
She is a fellow of the Chartered Institute of Bankers in Scotland , a fellow of the Industry and Parliament Trust and a member of the European Corporate Governance Council.
 
 
 
214

 
 
Executive Committee

Stephen Hester, Group Chief Executive
Bruce Van Saun, Group Finance Director
For biographies see page 211

Ellen Alemany (age 56)
Chief Executive, Citizens and Head of Americas
Ellen Alemany joined the RBS Group in June 2007 as Head of RBS Americas. She became Chief Executive Officer of Citizens Financial Group, Inc. in March 2008 and Chairman in March 2009. Prior to these appointments, Ellen was the chief executive officer for Global Transaction Services at Citigroup, one of Citi’s 12 publicly reported product lines. Ellen joined Citibank in 1987 and held various positions including executive vice-president for Commercial Business Group, chairman and chief executive officer for Citibank International plc and Citibank’s European bank. She also served on the Citibank, N.A., Board of Directors. Ellen was elected to serve on the Board of Directors of Automatic Data Processing, Inc., beginning in January 2012.

Nathan Bostock (age 51)
Head of Restructuring & Risk
Nathan Bostock joined the RBS Group in June 2009. He is Head of Restructuring and Risk with responsibility for Risk Management, Legal & Regulatory Affairs, Global Restructuring Group and the Asset Protection Scheme.  Before joining RBS, Nathan spent eight years with Abbey National plc in several roles and was latterly the chief financial officer and main board director responsible for Products & Marketing, HR, Insurance and Cards. Before joining Abbey in 2001, Nathan spent ten years with RBS in a number of roles, including Chief Operating Officer of Treasury and Capital Markets and Group Risk Director. A Chartered Accountant, Nathan worked with Coopers & Lybrand, before starting his career in banking. He spent seven years in Chase Manhattan Bank in a variety of areas and functions.  He also holds a BSc (Hons) in Mathematics.

Paul Geddes (age 42)
Chief Executive, RBS Insurance
Paul Geddes was appointed as Chief Executive of RBS Insurance in August 2009, and is leading a significant transformation of the business ahead of its planned divestment from the Group. Prior to his move to Insurance, Paul was CEO of RBS Group's UK retail banking business, having joined RBS Retail in 2004 as Managing Director with responsibility for products and marketing. Before financial services, Paul held a number of senior roles in multi-channel retailing in the GUS and Kingfisher groups. Paul started his career in Marketing with Procter & Gamble in UK and European roles. Paul read PPE at Oxford, graduating in 1990, and remains a supporter of his college through music scholarships. He is a Fellow of the Chartered Institute of Bankers in Scotland, a member of the ABI Board and a member of the FSA Practitioner Panel .

Brian Hartzer (age 45)
Chief Executive, UK Retail, Wealth and Ulster Bank
Brian Hartzer has been the Chief Executive Officer for Retail, Wealth and Ulster Bank since August 2009. He joined RBS from ANZ in Australia, where he was chief executive officer Australia, as well as global segment lead for retail and wealth. Brian joined ANZ in 1999 as managing director, consumer finance, and later ran ANZ’s personal banking division. Prior to joining ANZ, Brian spent ten years as a financial services consultant in New York, San Francisco, and Melbourne. Brian is a graduate of Princeton University and holds joint US and Australian citizenship. Brian will leave the RBS Group in summer 2012.

John Hourican (age 41)
Chief Executive, Markets & International Banking
John Hourican was appointed Chief Executive, Markets & International Banking in January 2012 having served as Chief Executive of its predecessor, Global Banking & Markets, since October 2008. Prior to this John held a variety of positions across the RBS Group, including Chief Financial Officer of ABN AMRO Group, Head of Leveraged Finance and Chief Operating Officer of Global Banking & Markets. John received a degree in Economics and Sociology from the National University of Ireland and received a Postgraduate Diploma in Accounting from Dublin City University before starting his career at Price Waterhouse, where he worked in Dublin, London and Hong Kong. He is a fellow of the Institute of Chartered Accountants in Ireland.

Chris Sullivan (age 54)
Chief Executive, UK Corporate
Chris Sullivan was appointed Chief Executive of the UK Corporate Banking Division (including Global Transaction Services) in August 2009. His previous role was Chief Executive of RBS Insurance . Prior to this, Chris was Chief Executive of Retail and Deputy Chief Executive of Retail Markets. Chris is a member of the CBI President’s Committee, vice-chairman of the Global Banking Alliance for Women, a governor of the IFS and a governor of Ashridge Management College . Chris is also chairman of the Interalpha group of banks. He spent five years as chief executive of Lombard Asset Finance and under his leadership it attained a leading position in the UK and Europe. Chris Sullivan earned his Fellowship of the Chartered Institute of Bankers in Scotland for his services to Scottish Banking.

Ron Teerlink (age 51)
Chief Administrative Officer
Ron Teerlink joined the RBS Group in April 2008 as Chief Executive of Business Services, becoming the Group Chief Administrative Officer in February 2009. At the same time he was re-appointed to the Managing Board of ABN AMRO to oversee the integration programme. Ron started his career with ABN Bank in 1986 as an IT/Systems analyst and held various functional positions before becoming Chief Operating Officer of the Wholesale Clients Business in 2002. He was appointed Chief Executive Officer of Group Shared Services in 2004 and joined ABN AMRO’s Managing Board in January 2006, where he was responsible for Services and Market Infrastructure. Ron holds a Masters degree in Economics from Amsterdam’s Vrije Universiteit.

Management Committee
The Management Committee, comprising our major business and functional leaders, meets regularly, up to four times annually , as a vehicle for strategy and business performance review.

It comprises members of the Executive Committee plus a number of other senior executives. Full details of membership of the Management Committee can be found on the Group’s website www.rbs.com.
 
 
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Corporate governance

The Role of the Board
The Board is the main decision-making forum for the company. It is collectively responsible for the long-term success of the company and is accountable to shareholders for financial and operational performance.

The Board has overall responsibility for:

·   
establishment of Group strategy and consideration of strategic challenges;

·   
management of the business and affairs of the Group;

·   
ensuring the Group manages risk effectively through the approval and monitoring of the Group’s risk appetite;

·   
considering stress scenarios and agreed mitigants and identifying longer term strategic threats to the Group’s business operations;

·   
the allocation and raising of capital; and

·   
the preparation and approval of the Group’s annual report and accounts.

The Board’s terms of reference includes key aspects of the company’s affairs reserved for the Board’s decision and are reviewed bi-annually. The terms of reference are available on the Group’s website www.rbs.com .

There are a number of areas where the Board has delegated specific responsibility to management, including the Group Chief Executive and the Group Finance Director. These include responsibility for the operational management of the Group’s businesses as well as reviewing high level strategic issues and considering risk appetite, risk policies and risk management strategies in advance of these being considered by the Board and/or its Committees. Specific delegated authorities are also in place in relation to business commitments across the Group.

All directors participate in discussing strategy, performance and the financial and risk management of the company. Meetings of the Board are structured to allow sufficient time for consideration of all items and the Chairman encourages constructive challenge and debate.

Membership of the Board
The Board currently comprises the Chairman, two executive directors and ten independent non-executive directors, one of whom is the Senior Independent Director. The Board functions effectively and efficiently and is considered to be of an appropriate size. The directors provide the Group with the knowledge, mix of skills and experience required. The Board Committees comprise directors with a variety of relevant skills and experience so that no undue reliance is placed on any individual.

The names and biographical details of the members of the Board are shown on pages 211 to 214.
 
The Board is aware of the other commitments of its directors and is satisfied that all directors allocate sufficient time to enable them to discharge their responsibilities effectively.

The Board has established procedures for ensuring that the Board’s powers for authorising directors’ conflicts of interest are being operated effectively. With effect from 1 October 2008, the Companies Act 2006 introduced a statutory duty on directors to avoid conflicts of interest unless authorised. Since that date, the Board has considered, and where appropriate authorised, any actual or potential conflicts of interest that directors may have. The Board reviews its conflicts register annually.

Election and re-election of directors
In accordance with the provisions of the Code, all directors of the company, with the exception of John McFarlane, will stand for election or re-election by shareholders at the company’s Annual General Meeting. John McFarlane will step down from the Board on 31 March 2012. Further information in relation to the company’s Annual General Meeting can be found in the Chairman’s letter to shareholders which accompanies the notice of meeting.

Board balance and independence
The roles of Chairman and Group Chief Executive are distinct and separate, with a clear division of responsibilities. The Chairman leads the Board and ensures the effective engagement and contribution of all executive and non-executive directors. The Group Chief Executive has responsibility for all Group businesses and acts in accordance with the authority delegated by the Board.

The non-executive directors combine broad business and commercial experience with independent and objective judgement. The non-executive directors provide independent challenge to the executive directors and leadership team. The balance between non-executive and executive directors enables the Board to provide clear and effective leadership and maintain the highest standards of integrity across the Group’s business activities.

The Board considers that the Chairman was independent on appointment and that all non-executive directors are independent for the purposes of the Code. The standard terms and conditions of appointment of non-executive directors are available on the Group’s website www.rbs.com and copies are available on request from RBS Secretariat.
 
 
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Corporate governance continued

Board meetings
In 2011, nine Board meetings were scheduled and individual attendance by directors at these meetings is shown in the following table. Two of the Board meetings took place overseas during Board visits to the Netherlands in May 2011 and the United States in September 2011.

In addition to the nine scheduled meetings, 24 additional meetings of the Board and Committees of the Board were held, including meetings to consider and approve financial statements. The Chairman and the non-executive directors meet at least once per year without executive directors present.

Total number of Board meetings in 2011
Attended/
scheduled
Sandy Crombie
9/9
Alison Davis (1)
4/4
Tony Di Iorio (2)
3/3
Philip Hampton
9/9
Stephen Hester
9/9
Penny Hughes
9/9
Joe MacHale
9/9
John McFarlane
8/9
Brendan Nelson
9/9
Baroness Noakes (1)
4/4
Art Ryan
9/9
Philip Scott
9/9
Bruce Van Saun
9/9
   
Former director
 
Colin Buchan (3)
6/6

Notes:
(1)
Joined the Board on 1 August 2011.
(2)
Joined the Board on 1 September 2011.
(3)
Retired from the Board on 5 August 2011.

Principal activities of the Board during 2011
In advance of each Board meeting, the directors were supplied with comprehensive papers in hard copy and electronic form.

At each Board meeting, the Chairman provided a verbal update and the Group Chief Executive provided a written report on business activities.

The directors also received reports on the Group’s financial performance, capital, funding and liquidity position, risk management and government lending commitments together with regular reports on strategy, risk appetite, litigation and treating customers fairly. Specific strategy sessions and updates were considered in June, August and December.

Members of the executive management team attend and make regular presentations at meetings of the Board to give the directors greater insight into the business areas.

An annual programme of divisional presentations is agreed by the Board each year. During 2011 , the Board received in-depth presentations from Global Transaction Services, Non-Core division, Global Banking & Markets, RBS Insurance, Citizens, UK Retail and Ulster Bank. These presentations enhance the Board’s knowledge of the Group’s key divisions and afford directors the opportunity for discussion and debate with divisional senior management. Other key areas of focus for the Board during 2011 included the Independent Commission on Banking reports, Recovery and Resolution Planning and other regulatory reports and updates and these will continue to be key areas of focus for the Board during 2012.

Board Committees
In order to provide effective oversight and leadership, the Board has established a number of Board Committees with particular responsibilities. The Committee chairmanship and membership are reviewed on a regular basis. The names and biographies of all Board Committee members are set out on pages 211 to 214 .

The terms of reference of the undernoted committees are available on the Group’s website www.rbs.com and copies are available on request.

The Board Committees are discussed in their individual reports:

Group Audit Committee - pages 221 to 225
Board Risk Committee - pages 226 to 229
Group Remuneration Committee - pages 230 to 251

Information, induction and professional development
All directors receive accurate, timely and clear information on all relevant matters. All directors also have access to the advice and services of the Group Secretary who is responsible to the Board for ensuring that Board procedures are followed and for advising on all governance matters. In addition, all directors are able, if necessary, to obtain independent professional advice at the company’s expense.

In line with the recommendations of the Walker Review of Governance in Banks and Financial Institutions (the Walker Review) and the Code, the Group Secretary has reviewed the induction programme for new directors. Each new director receives a formal induction on joining the Board, including visits to the Group’s major divisions and meetings with directors and senior management and key stakeholders. The induction is tailored to the director’s specific requirements.

Drawing on the previous experiences of the new directors appointed to the Group Board in 2011, the Group Secretary created tailored induction programmes for each of Alison Davis, Baroness Noakes and Tony Di Iorio which were designed to give them an in-depth insight into the range of businesses of the Group. Each induction programme included a mandatory element which comprised 12 meetings, visits and sessions . The remainder of the induction programme included in excess of 30 meetings with key executives and their teams, stakeholders and visits to divisions, businesses and Group Functions, both in the UK and overseas.

 
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Corporate governance continued

The Group Secretary also provides a comprehensive and ongoing professional development programme for directors. Directors are advised of appropriate external training and professional development opportunities and undertake the training and professional development they consider necessary to assist them to carry out their duties as directors. Internal training is also provided, tailored to the business of the Group. As part of their ongoing development in 2011, the directors received briefings on the UK Bribery Act 2010, the European Commission Green Paper on the EU Corporate Governance Framework, various Financial Reporting Council Consultations, amendments to the Code, the Capital Requirements Directive IV , a Group Treasury presentation on Balance Sheet Management and Capital Management & Term Funding and participated in a business visit to Group Technology .

Business visits are also arranged as part of the Group Audit Committee and Board Risk Committee schedule and all non-executive directors are invited to attend. During 2011, visits were made to Group Internal Audit, RBS N . V . , Restructuring and Risk and RBS Insurance .

Performance evaluation
In accordance with the Code, an external evaluation of the Board takes place every three years with the last externally facilitated evaluation having taken place in 2009.

The 2010 evaluation was conducted internally and a number of initiatives were implemented aimed at improving the overall performance and effectiveness of the Board. These included further improvements to the flow of information to the Board , both in terms of the quality of papers and the use of new technology to deliver these to directors . The 2011 evaluation concluded that the recommendations from the 2010 evaluation had been implemented in full.

Performance evaluation process
The directors agreed that the 2011 evaluation of the Board and its key Board Committees be conducted internally , led by the Group Secretary. The Group Secretary undertook a formal and rigorous evaluation by:

·   
circulating a detailed framework of questions to all directors and regular meeting attendees;

·   
collating the responses and conducting structured individual meetings with each director and regular meeting attendees;

·   
discussing the outcomes and recommendations with the Chairman; and

·   
agreeing the recommendations and outcomes with the Board and Board Committee members.

Amongst the areas reviewed were Board role and composition, Group strategy, risk management, Board meetings and processes, external relationships, Board committees, directors’ support and information , and continuing professional development.
 
Findings of performance evaluation 2011
The Board has considered and discussed reports on the outcomes of the evaluation and is satisfied with the way in which the evaluation was conducted.

The evaluation concluded that the Board is strong , operating effectively and meeting its objectives. Headed by an excellent Chairman, the Board is currently viewed as an appropriate size, although Board composition should be kept under continual review. Meetings are of an appropriate length and frequency with sufficient opportunity for debate and discussion , although it was suggested the Board continue to make use of evening and lunch slots to facilitate further debate and discussion on key areas such as strategy and risk management.

A summary of the objectives and actions proposed to be taken to address the objectives arising from the 2011 performance evaluation is set out below:

Key themes
Proposed action
Board role and composition
In light of John McFarlane stepping down from the Board in March 2012 the composition of the Board and Board committees should be reviewed to ensure the current balance of skills, experiences, independence and knowledge is maintained.
Strategy
The Board should continue the focus on Group strategy in the short, medium and long term to ensure the strategy is appropriate and sustainable in the current environment.
Risk management
Risk reporting should continue to be developed to ensure the Group Board has adequate oversight of risk management and risk appetite.
Succession planning
Group executives should be invited to the Group Board to discuss bench strength and succession planning in their respective functions.

Individual director and Chairman effectiveness reviews
Within the performance evaluation questionnaires, directors were asked to provide feedback on their fellow directors. This feedback was shared with each director by the Chairman, who met with each director individually to discuss their own performance and ongoing professional development. Separately, the Senior Independent Director canvassed the views of the executive directors and met with the non-executive directors as a group, without the Chairman present, to consider the Chairman’s performance. Feedback was sought on governance and stewardship of the Group, relationships with key external and internal stakeholders, execution of the Group’s Strategic Plan and delivery of value and return to shareholders. The Senior Independent Director also canvassed views from United Kingdom Financial Investments Limited (UKFI), the FSA and the Asset Protection Agency. The results of the Chairman effectiveness review were then shared with the Chairman who agreed to consider the points raised and provide separate responses in due course.

 
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Corporate governance continued


Group Nominations Committee
Role of the Group Nominations Committee
The Group Nominations Committee is responsible for:

·   
reviewing the structure, size and composition of the Board and making recommendations to the Board on any appropriate changes;

·   
assisting the Board in the formal selection and appointment of directors (executive and non-executive) having regard to the overall balance of skills, knowledge, experience and diversity on the Board;

·   
reviewing membership and chairmanship of Group Board Committees;

·   
considering succession planning for the Chairman and the executive and non-executive directors, taking into account the skills and expertise which will be needed on the Board in the future. No director is involved in decisions regarding his or her own succession; and

·   
making recommendations to the Board concerning the re-election by shareholders of directors under the provisions of the Code. In so doing, they will have due regard to their performance and ability to continue to contribute to the Board in light of the knowledge, skills and experience required and the need for progressive refreshing of the Board.

The terms of reference of the Group Nominations Committee are available on the Group’s website www.rbs.com .

The Group Nominations Committee engages with external consultants, considers potential candidates and recommends appointments of new directors to the Board.

Membership of the Group Nominations Committee
All non-executive directors are members of the Group Nominations Committee which is chaired by the Chairman of the Group. The Group Chief Executive is invited to attend meetings. The Group Nominations Committee holds at least two scheduled meetings per year, and also meets on an ad hoc basis as required. In 2011, five meetings of the Group Nominations Committee were held. The Chairman and members of the Committee during 2011, together with their attendance at meetings in 2011, is shown below.

Total number of meetings in 2011
Attended/
scheduled
Philip Hampton (Chairman)
5/5
Sandy Crombie
5/5
Penny Hughes
4/5
Joe MacHale
5/5
John McFarlane
5/5
Brendan Nelson
5/5
Art Ryan
5/5
Philip Scott
5/5
   
Former member
 
Colin Buchan (1)
5/5

Note:
(1)
Retired from the Board on 5 August 2011.

The table below sets out the tenure of non-executive directors.
 


Principal activity of the Group Nominations Committee during 2011
Appointment of new non-executive directors
During 2011, the Group Nominations Committee focussed on changes to the Board’s composition and succession planning for the executive directors.

The Group Nominations Committee reviewed the structure, size and composition of the Board and agreed that the composition of the Board could be enhanced with the recruitment of candidates with financial services expertise and experience of European and regulatory issues.  It was also agreed that non-UK based candidates should be considered, ideally from the US or Europe. It was recognised that investment banking as well as governmental experience would be useful.

To ensure the Group had access to a wide pool of suitable candidates, the Chairman and Group Secretary contacted two executive search firms with a role profile and a description of the skills required to enhance the Board composition.  The Chairman considered a number of candidates before submitting several shortlists to the Group Nominations Committee for consideration. Following discussion, it was agreed that the combination of skills, knowledge and experience of Alison Davis, Baroness Noakes and Tony Di Iorio would enhance the composition of the Board.

Board and Committee membership
When considering the appointment of Alison Davis, Baroness Noakes and Tony Di Iorio, and the retirement of Colin Buchan, the Group Nominations Committee also reviewed the membership of the Group Board Committees. Based on the expertise of the incoming non-executive directors, the Group Nominations Committee agreed to strengthen the Group Board Committees with additional members.

 
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Corporate governance continued

Diversity
At its meeting in June 2011, the Group Nominations Committee considered a letter from Lord Davies recommending that a Board discussion be held prior to the announcement of aspirational diversity targets in September 2011. The statement released in September 2011 announced that the Group is supportive of Lord Davies’ recommendations and aspires to meet the target of 25 per cent female board representation in 2012 as set out in Lord Davies’ report and confirmed that the Group will continue to meet or exceed this standard. In December 2011, in accordance with the recommendations contained within Lord Davies’ report, the Board established a boardroom diversity policy including measurable objectives for implementing the policy.

The Group understands the importance of diversity and recognises the importance of women having greater representation at key decision making points in organisations. The search for Board candidates will continue to be conducted, and nominations/appointments made, with due regard to the benefits of diversity on the Board. However, all appointments to the Group Board are based on merit, measured against objective criteria, and the skills and experience the individual can bring to the Group Board.

The balance of skills, experience, independence, knowledge and diversity on the Board, and how the Board operates together as a unit is reviewed annually as part of the Board evaluation. Where appropriate, findings from the evaluation will be considered in the search, nomination and appointment process. If appropriate, additional targets on diversity will be developed in due course.

Further details on the Group’s approach to diversity can be found on page 258 .

Succession planning
The Group Nominations Committee considers succession planning on an ongoing basis. The Board considered talent and succession planning for the Group Chief Executive and each member of the Executive Committee at a meeting in June 2011. The meeting concluded that the executive team was extremely strong and the Board should continue to monitor the position as industry developments progress.

Group Sustainability Committee
The Group Sustainability Committee (GSC) is chaired by the Senior Independent Director and meets quarterly. The GSC is responsible for reviewing the Group’s overall sustainability strategy, values and policies and aligning the Group’s approach to ethical, social and environmental issues. All key business areas are represented on the GSC and it is attended by the Group Chairman. Further details of the Group’s sustainability policies are available on the Group’s website www.rbs.com/sustainability and in the Annual Sustainability Report.
 
Relations with shareholders
The Chairman is responsible for ensuring effective communication with shareholders. The company communicates with shareholders through the Annual Report and Accounts and by providing information in advance of the Annual General Meeting. Individual shareholders can raise matters relating to their shareholdings and the business of the Group at any time throughout the year by letter, telephone or email via the Group’s website www.rbs.com/ir.

Shareholders are given the opportunity to ask questions at the Annual General Meeting or can submit written questions in advance. Directors including the chairs of the Group Audit, Board Risk, Group Remuneration and Group Nominations Committees are available to answer questions at the Annual General Meeting. The Senior Independent Director is also available.

Communication with the company's largest institutional shareholders is undertaken as part of the Investor Relations programme:

·   
the Group Chief Executive and Group Finance Director meet regularly with UKFI, the organisation set up to manage the Government’s investments in financial institutions, to discuss the strategy and financial performance of the Group. The Group Chief Executive and Group Finance Director also undertake an extensive annual programme of meetings with the company’s largest institutional shareholders.

·   
the Chairman independently meets with the Group’s largest institutional shareholders annually to hear their feedback on management, strategy, business performance and corporate governance. Additionally, the Chairman, Senior Independent Director and chairs of the Board Committees met with the governance representatives of a number of institutional shareholders during the year.

·   
the Senior Independent Director is available if any shareholder has concerns that they feel are not being addressed through the normal channels.

·   
the Chair of the Group Remuneration Committee consults extensively with institutional shareholders in respect of the Group’s remuneration policy.

Throughout the year, the Chairman, Group Chief Executive , Group Finance Director and Chair of the Group Remuneration Committee communicate shareholder feedback to the Board and the directors receive independent analyst notes and reports reviewing share price movements and the Group’s performance against the sector. Detailed market and shareholder feedback is also provided to the Board after major public announcements such as results announcements. The arrangements used to ensure that directors develop an understanding of the views of major shareholders are considered as part of the annual Board evaluation.
 
 
 
220

 
Report of the Group Audit Committee

Letter from Brendan Nelson,
Chairman of the Group Audit Committee


Dear Shareholder,

I am pleased to bring you this report following my first full year as Chairman of the Group Audit Committee.

I would like to begin by welcoming Baroness Noakes and Tony Di Iorio who joined the Committee in August and September 2011 , respectively; coinciding with Colin Buchan’s retirement from the Group Board. They bring with them a wealth of experience and knowledge. I am grateful to Colin for his commitment to the Committee.

2011 has been a difficult year for the industry and for the Group and the Committee has concentrated its efforts on key emerging issues. In particular, it has considered and, where appropriate, made recommendations to the Group Board in respect of:

·   
the continued market turmoil and its effect on the Group’s businesses, in particular the GBM division;

·   
the ongoing Eurozone crisis and impairment of the Group’s sovereign debt exposure;

·   
impairment charges in the UK Corporate and Ulster Bank divisions;

·   
Payment Protection Insurance (PPI) provision;

·   
the implications, including the capital, risk and control assumptions and dependencies of the proposed structured transfer of the assets and liabilities of RBS N.V. to RBS plc;

·   
the adequacy of internal change processes and controls;

·   
the activity, performance and findings of Internal and External Audit; and

·   
the quality and transparency of disclosures contained in external financial statements.
 
The oversight role of the Committee in these areas is explained in more detail in the Committee’s full report given below.

It is clear that 2012 will be as challenging as 2011. External conditions, internal change and the remediation of known and future issues, while managing the regulatory agenda , will make ‘business as usual’ extremely challenging. The Committee will continue to monitor compliance with the Group’s current regulatory requirements and monitor the implications of proposed future regulatory change, including the Independent Commission on Banking’s recommendations as they develop through 2012. Internal organisational change will also present challenges and the Committee will provide oversight of the revised control framework within the new Markets and International Banking division as it fully embeds.

I am pleased to report the recent appointment of Nicholas Crapp as our new Head of Group Internal Audit. Nicholas joined the Group at the beginning of 2012 and I look forward to his contribution to this challenging agenda. Overall, I am confident that with the continued commitment of my fellow colleagues and the support of the Group executive, the Committee is well placed to meet the challenges of 2012 .
 

Brendan Nelson
Chairman of the Group Audit Committee
22 February 2012

 
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Report of the Group Audit Committee continued
 
 
Report of the Group Audit Committee
The role and responsibilities of the Group Audit Committee
The Group Audit Committee’s primary responsibilities, as set out in its terms of reference, are to assist the Board in discharging its responsibilities in respect of: financial reporting and policy; systems of internal control; processes for Internal and External Audit and oversight of the Group’s relationship with its regulators. The terms of reference of the Group Audit Committee are reviewed annually by the Group Audit Committee and approved by the Board. They are available on the Group’s website www.rbs.com .

Meetings and visits
A total of seven meetings of the Group Audit Committee were held in 2011, including meetings held immediately before the submission of the annual and interim financial statements and the quarterly Interim Management Statements to the Board. Group Audit Committee meetings are attended by relevant executive directors, the Internal and External Auditors and Finance and Risk management executives. Other executives, subject matter experts and external advisers are also invited to attend the Group Audit Committee, as required, to present and advise on reports commissioned by the Committee. At least twice per annum the Group Audit Committee meets privately with the External Auditors. The Committee also meets privately with the Internal Audit function.

The annual programme of joint visits by the Group Audit and Board Risk Committees to the Group's business divisions and control functions continued in 2011. The object of the programme is to promote the Committees’ understanding of the Group; invitations to attend are extended to all non-executive directors. The programme of visits is considered annually. The Group Audit Committee and the Board Risk Committee undertook four visits - to Group Internal Audit, RBS N . V . , Restructuring and Risk and RBS Insurance - during 2011.

Membership of the Group Audit Committee
The Group Audit Committee comprises at least three independent non-executive directors. The Chairman and members of the Committee, together with their attendance at meetings, are shown below.

   
Attended/
scheduled
Brendan Nelson (chairman)
Independent
7/7
Tony Di Iorio (1)
Independent
2/2
Baroness Noakes (2)
Independent
3/3
Philip Scott
Independent
7/7
     
Former member
   
Colin Buchan (3)
Independent
5/5

Notes:
(1)
Joined the Committee on 1 September 2011 .
(2)
Joined the Committee on 1 August 2011 .
(3)
Retired from the Committee on 5 August 2011 .

Brendan Nelson, Tony Di Iorio and Philip Scott are also members of the Board Risk Committee facilitating the effective governance of finance and risk issues and the alignment of agendas. The Group Audit and Board Risk Committees also have strong links with the Group Remuneration Committee ensuring that levels of compensation reflect relevant finance and risk considerations.

The members of the Group Audit Committee are selected with a view to the expertise and experience of the Group Audit Committee as a whole. The Board is satisfied that all Group Audit Committee members have recent and relevant financial experience, and that each member of the Group Audit Committee is an ‘Audit Committee Financial Expert' and is independent, each as defined in the SEC rules under the US Securities  Exchange Act of 1934 (“Exchange Act”) and related guidance. Full biographical details are set out on pages 211 to 214 .

Principal activity of the Group Audit Committee during 2011
Financial reporting
During 2011, the Group Audit Committee received regular updates on accounting issues and developments from both the Group Chief Accountant and from the External Auditors who presented for approval their audit plan, their audit fee proposal and engagement letter, as well as confirmation of their independence and a comprehensive report of all non-audit fees.

The Group Audit Committee focused on a number of salient judgments and reporting issues in the preparation of the 2011 accounts, including:

·   
valuation methodologies and assumptions for financial instruments carried at fair value including the Group's credit market exposures;

·   
disclosures, including those in relation to forbearance and sovereign debt;

·   
impairment losses in the Group's loans and advances and available-for-sale securities; with particular emphasis on Eurozone issues, sovereign debt exposures, Ulster Bank and UK Corporate impairment;

·   
PPI provision;

·   
actuarial assumptions for the Group Pension Fund and the Group’s general insurance claims reserves;

·   
impairment of goodwill; and

·   
the Group’s tax position, including the recognition of deferred tax assets.

The Committee sought to understand and to challenge in a robust manner management’s accounting judgments and estimates. It reviewed the conclusions of the External Auditors and, where applicable, other experts and satisfied itself that disclosures in the financial statements about these judgements and estimates are transparent and appropriate.

 
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Report of the Group Audit Committee continued

Internal Control
In 2011 , the Group Audit Committee tracked progress in the development and implementation of the new Group Policy Framework across the Group and will continue to monitor progress in embedding the framework throughout 2012 . It will review the results of assurance activity in respect of the new framework in the latter half of the year.

The Group Audit Committee reviewed the control framework in place to ensure that it is operating effectively and specifically reviewed progress against its plan for a number of large strategic initiatives such as the Finance and Risk Transformation Programme. It also tracked progress in relation to mandatory and remedial projects including the Group’s Anti-Money Laundering Programme and the progress of the Group’s US regulatory initiatives.

The Committee reviewed the effectiveness of the Group New Product Approval Process, the Credit Quality Assurance Process and considered the operation of the Group Notifiable Event Process as it applies in specific circumstances.

The Committee received reports and considered the Group’s compliance with the requirements of the Sarbanes - Oxley Act of 2002. It was regularly advised of: whistle - blowing events which occurred within the Group; complaints raised with members of the Group’s executive team; and significant internal investigations undertaken within the Group.

Divisional Risk and Audit Committees have been established with responsibility for reviewing the business of each division and reporting to the Group Audit Committee and Board Risk Committee. Given the size and complexity of the Group, these committees are an essential component of the governance framework that supports the effective operation of the Group Audit Committee and Board Risk Committee across the organisation. The Committee has agreed changes to the Divisional Risk Reporting framework and these improvements will be implemented during 2012. Quarterly reports are received by the Group Audit Committee and Board Risk Committee from each Divisional Committee.

Internal audit
The Group Audit Committee oversees the work of Group Internal Audit, and receives a quarterly report from the Head of Group Internal Audit. This report rates the quality of the control environment of all the Group’s divisions and of management’s level of awareness on these matters.  It offers the Group Audit Committee oversight of Group Internal Audit’s work, and allows the Group Audit Committee to monitor the level of internal control within the Group by reporting on areas where improvements are required to the control environment.

During 2011, the Committee sought to enhance further management responsiveness to Group Internal Audit findings and has developed a process to invite management to respond, either directly or in writing, to the Committee regarding identified deficiencies. The Group Audit Committee monitors these findings and management responses ensuring that issues raised are dealt with in a timely and appropriate manner.
 
The Group Audit Committee also considers Group Internal Audit’s annual plan and the adequacy of its resources and budget.  During 2011, the Group Audit Committee actively supported the development of the Internal Audit vision and strategy and the transition to thematic reporting and the development of centres of excellence. It has supported increased resources for the function and has been directly involved in the process for the appointment of the new Head of Group Internal Audit .

An external review of the effectiveness of Group Internal Audit takes place every three to five years, in line with best practice, with internal reviews continuing in intervening years. In January 2012 , the Group Audit Committee undertook an internal evaluation of Group Internal Audit.  The evaluation concluded that Group Internal Audit had operated effectively throughout 2011.

External audit
Deloitte LLP have been the company’s auditors since March 2000. There are no contractual obligations restricting the company's choice of external auditor.

During 2011, the External Auditors provided the Group Audit Committee with reports summarising their main observations and conclusions arising from their year end audit, their half year review and their work in connection with the first and third quarters and their recommendations for enhancements to the Group’s reporting and controls. Deloitte also presented for approval to the Committee their audit plan, their audit fee proposal and engagement letter, as well as confirmation of their independence and a comprehensive report of all non-audit fees.

The Group Audit Committee undertakes an annual evaluation to assess the independence and objectivity of the External Auditors and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements. The annual evaluation is carried out following completion of the annual accounts and audit . In assessing the effectiveness of the Group’s External Auditors, the Group Audit Committee has regard to:

·   
the experience and expertise of the senior members of the engagement team;

·   
the proposed scope of the audit work planned and executed;

·   
the quality of dialogue between the External Auditors, the Committee and senior management;

·   
the clarity, quality and robustness of written reports presented to the Committee setting out the External Auditors’ findings arising form the audit;

·   
the quality of observations provided to the company by the External Auditor on the Group’s systems of internal control; and

·   
the views of management on the performance of the External Auditors.

 
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Report of the Group Audit Committee continued

In addition to the annual evaluation performed by the Group Audit Committee, the External Auditors also conduct their own annual review of audit quality. Twelve service criteria for the audit have been defined by the External Auditors to measure their performance against the quality commitments set out in their annual audit plan, under the headings of ‘quality of audit, approach and conduct’, ‘independence and objectivity’, ‘quality of the team’ and ‘value added’. Feedback will be obtained and discussed with the relevant internal stakeholders. The results of this exercise will be presented to the Group Audit Committee, with actions defined and agreed to address any areas where performance has fallen below expected standards.

The Group Audit Committee is responsible for making recommendations to the Board in relation to the appointment, re-appointment and removal of the External Auditors. In order to make a recommendation to the Board, the Group Audit Committee considers and discusses the performance of the External Auditor in the previous year, taking account of the outcomes of the annual evaluation carried out. The Board submits the Group Audit Committee's recommendations to shareholders for their approval at the Annual General Meeting. The Board has endorsed the Group Audit Committee's recommendation that shareholders be requested to approve the reappointment of Deloitte LLP as External Auditors at the Annual General Meeting in 2012. The Group Audit Committee has considered the proposals for reform of the audit market as published by the EU Commission. It will continue to monitor developments in this regard including the potential implications for External Auditor appointment in the UK.

The Group Audit Committee approves the terms of engagement of the External Auditors. The Group Audit Committee also fixes the remuneration of the External Auditors as authorised by shareholders at the Annual General Meeting.

Audit and non-audit services
The Group Audit Committee has adopted a policy on the engagement of the External Auditors to supply audit and non-audit services, which takes into account relevant legislation regarding the provision of such services by an external audit firm.

In particular, the Group may not engage the External Auditors to provide any of the non-audit services described below:

·   
bookkeeping or other services related to the accounting records or financial statements;

·   
financial information systems design and implementation;

·   
appraisal or valuation services, fairness opinions or contribution-in-kind reports;

·   
actuarial services;

·   
internal audit outsourcing services;

·   
management functions or human resources;

·   
broker or dealer, investment adviser, or investment banking services;

·   
legal services and expert services unrelated to the audit; or

·   
other services determined to be impermissible by the US Public Company Accounting Oversight Board.

The Group Audit Committee reviews the policy annually and prospectively approves the provision of audit services and certain non-audit services by the External Auditors. Annual audit services include all services detailed in the annual engagement letter including the annual audit and interim reviews (including US reporting requirements) and periodic profit verifications.

Annual audit services also include statutory or non-statutory audits required by any Group companies that are not incorporated in the UK. Terms of engagement for these audits are agreed separately with management, and are consistent with those set out in the audit engagement letter insofar as local regulations permit. During 2011 , prospectively approved non-audit services included the following classes of service:

·   
capital raising, including consents, comfort letters and relevant reviews of registration statements;

·   
provision of accounting opinions relating to the financial statements of the Group;

·   
provision of reports that, according to law or regulation, must be rendered by the External Auditors;

·   
tax compliance services;

·   
permissible services relating to companies that will remain outside the Group;

·   
restructuring services relating to the Group's customers; and

·   
reports providing assurance to third parties over certain of the Group's internal controls prepared under US Statement of Auditing Standards 70 or similar auditing standards in other jurisdictions.

For all other permitted non-audit services, Group Audit Committee approval must be sought, on a case by case basis, before the provision of the service commences. The Group Audit Committee reviews and monitors the independence and objectivity of the External Auditors when it approves non-audit work, taking into consideration relevant legislation, ethical guidance and the level of non-audit services relative to audit services. The approval process is rigorously applied to prevent the External Auditors from functioning in the role of management, auditing their own work, or serving in an advocacy role.
 
 
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Report of the Group Audit Committee continued

 
During 2011, the Group Audit Committee approved changes to the Group’s non-audit services policy. Tax compliance services, permissible services to companies that will remain outwith the Group and restructuring services will require ad hoc approval of the Group Audit Committee in 2012. In addition, a competitive tender process will be required for all proposed engagements where the fees are expected to exceed £100,000. Engagements below £100,000 may be approved by the Chairman of the Group Audit Committee; as an additional governance control all engagements have to be approved by the Group Chief Accountant and Group Sourcing and Vendor Management. Ad hoc approvals of non-audit services are ratified by the Group Audit Committee each quarter. During 2011, the External Auditor was approved to undertake certain significant engagements which are categorised and explained more fully below:

Summary of category of engagement
Reason for selection of External Auditor
Provision of advice, best-practice options and support to management on a number of projects (four engagements)
 
 
The External Auditor was appointed in relation to these engagements because it was the market leader in the subject matter or because the external audit team included personnel who were uniquely positioned, experienced and qualified to provide the necessary advice.
 
A full tender process was undertaken in relation to two engagements and the External Auditor was appointed following presentation of a thorough proposal and a willingness to leverage existing knowledge to ensure a competitive price proposition.
Assurance testing RBS, NatWest and Ulster Bank customer charters and the Group’s Corporate Governance Policy
(three engagements)
 
The External Auditors prior experience and ability to make use of previous work made them a competitive choice for the assurance of the various customer charters.
 
A selective tender was undertaken to provide support and advice to the Group Secretary for the assurance of the Group Corporate Governance Policy. The External Auditor was judged to be both financially competitive and provided the clearest, and most comprehensive approach to supporting the Group Secretary in this assignment.
Agreed upon procedures (AUP) review for Wealth Management
(one engagement)
 
The External Auditor was experienced in this field and had performed three previous AUP reviews.  Timing was also an issue for this request but a competitive tender process will be considered prior to the next review.
Tax and accounting advice
(two engagements)
 
The External Auditor was appointed for one of the engagements following submission of a detailed proposal document, formal presentation and lengthy discussion with RBS management. Given the nature of the engagement it was determined that appointment of the External Auditor was appropriate.
 
Following a tender process in the other instance the External Auditor was judged to be the best firm to employ and was agreed by the co-sponsors to the engagement.

Information on fees paid in respect of audit and non-audit services carried out by the External Auditors is detailed in Note 5 on the Group’s consolidated accounts.

Group’s relationship with its regulators
The Group Audit Committee has a responsibility to monitor the Group’s relationship with the Financial Services Authority (FSA) and other regulatory bodies.  During 2011, it received regular reports on the Group’s relationship with all its regulators and significant developments or changes to those interactions. It receives reports on regulatory actions and investigations. Over the course of the year the chairmen of the Group’s Senior Board Committees met with the FSA on an individual basis and also participated in certain Regulatory College meetings with the Group’s primary regulators. The non-executive directors also collectively participated in meetings with the FSA on two occasions and the FSA were invited to attend certain discussions of the Board.

The non-executive directors closely monitor the Group’s relationship with its international regulators and during 2011 significant time has been dedicated in particular to understanding the regulatory requirements in the US and the implications on the Group’s US operations and structure.
The Group Board met with the Federal Reserve Bank of Boston collectively in this regard during 2011. The Chairman of the Group Audit Committee also met with the US regulator on an individual basis.

Performance evaluation
An external review evaluating the effectiveness of the Group Audit Committee takes place every three to five years, with internal reviews by the Board in intervening years. An internal review took place during 2011 covering the role of the Committee; its composition, meetings and processes, performance and reporting, policy and procedures; induction and continuing professional development; communication; and divisional committees. Overall the review concluded that the Committee continued to operate effectively .

Brendan Nelson,
Chairman of the Group Audit Committee
22 February 2012

 
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Report of the Board Risk Committee
 
Letter from Philip Scott,
Chairman of the Board Risk Committee
 
 
 
Dear Shareholder ,

I am pleased to bring you this report on the activity of the Board Risk Committee during 2011.

As one would expect, managing the risks presented by the challenging external market conditions that have continued throughout 2011 has been a key priority of the Committee. Market, credit and liquidity risk have featured prominently in the discussions of the members in the period. The regulatory agenda has continued to exert pressures on the organisation and the Committee has sought to understand the global implications of proposed regulation while managing and overseeing remediation of known issues. The Committee has continued to build upon existing relationships with the Group’s regulators globally, wherever possible.

Tony Di Iorio joined the Committee with effect from 1 September 2011. It is my pleasure to welcome Tony to the Committee. I am certain that his broad background in financial services and global investment banking will prove to be immensely useful to the Committee, particularly in managing the complex risks presented by the Group’s new Markets and International Banking Division. Colin Buchan retired from the Group Board in August 2011 and I would like to thank Colin for his contribution to the Committee during the first half of the year.

The Board Risk Committee was created in January 2010 following the recommendations set out in the Walker Review and it is therefore a relatively new committee to the Group. Notwithstanding the challenges presented by external market forces, it was important that the Committee, during its second year of operation, continued to fully refine and enhance its approach to risk oversight and its interaction with other senior Board Committees. I am pleased to report that during 2011 the Committee has made progress in the following areas:

·   
further development of a risk appetite framework and methodology;

·   
development of a new conduct risk appetite framework;

·   
enhancement of the Group Policy Framework.  This has been a major project for the Group in 2011 and the Board Risk Committee has provided oversight of the project which has now completed its critical initial phase;
 
·   
interaction with the Group Remuneration Committee. Penny Hughes, Chair of the Group Remuneration Committee , and I sponsored a project in 2011 to review and improve interaction between both committees. This has led to clarification of responsibilities, improved planning and the identification of additional trigger points outwith pay cycles where risk should be taken into consideration;

·   
improvement of reporting standards;

·   
promotion of a risk awareness culture; and

·   
oversight of the enhancement of the risk governance framework that supports the Committee at an executive level.

The activity of the Committee is set out more fully in the Report of the Board Risk Committee below. However , while progress has been made, the work of the Committee is in no way complete and these risk areas will remain a key area of focus and refinement in 2012. The risk appetite framework must be fully embedded across divisions and the Committee recognises that development of an economic capital model must be prioritised in 2012. Furthermore, the difficulties being experienced in Europe and the US will necessitate a continued focus on market and sovereign risk in the year ahead.

It is not yet possible to determine the impact of the recommendations contained within the Report of the Independent Commission on Banking.  The recommendations are complex and it will take time to fully consider what they mean for the Group and any corresponding strategic and organisational change. The Board Risk Committee will monitor developments and will fully consider the risk implications of any decision in this regard.

 
Philip Scott
Chairman of the Board Risk Committee
22 February 2012

 
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Report of the Board Risk Committee continued

Report of the Board Risk Committee
Role of the Board Risk Committee
The Board Risk Committee is responsible for providing oversight and advice to the Board in relation to current and potential future risk exposures of the Group and future risk strategy, including determination of risk appetite and tolerance. The Committee reviews the performance of the Group relative to risk appetite and provides oversight of the effectiveness of key Group policies. The Board Risk Committee has responsibility for promoting a risk awareness culture within the Group.

Authority is delegated to the Board Risk Committee by the Group Board and the Committee will report and make recommendations to the Group Board as required. The terms of reference of the Board Risk Committee are available on the Group’s website www.rbs.com and these are considered annually by the Board Risk Committee and approved by the Board.

Meetings and visits
The Board Risk Committee held six scheduled meetings and three additional ad hoc meetings in 2011. Meetings are held alongside Group Audit Committee meetings to ensure that the work of the two Committees is coordinated and consistent. Board Risk Committee meetings are attended by relevant executive directors, risk management and finance executives and the internal auditors. External advice may be sought by the Board Risk Committee where considered appropriate. During 2011, the members of Board Risk Committee in conjunction with the members of the Group Audit Committee took part in an annual programme of visits to the Group's business divisions and control functions. Details about the programme of visits is set out in the Report of the Group Audit Committee on page 222 .

Membership
The Board Risk Committee is comprised of at least three independent non-executive directors. The Chairman and members of the Committee, together with their attendance at meetings, are shown below.

 
Attended/
scheduled
Philip Scott (chairman)
Independent
6/6
Sandy Crombie
Independent
5/6
Tony Di Iorio (1)
Independent
1/1
Joe MacHale
Independent
6/6
Brendan Nelson
Independent
6/6
     
Former member
   
Colin Buchan (2)
Independent
4/5

Notes:
(1) Joined the Committee on 1 September 2011.
(2) Retired from the Committee on 5 August 2011.

Philip Scott, Tony Di Iorio and Brendan Nelson are also members of the Group Audit Committee. This common membership ensures effective governance across all Finance and Risk issues, and that agendas are aligned and overlap is avoided.
 
Principal activity of the Board Risk Committee during 2011
Risk strategy and policy
The Board Risk Committee is fully engaged in the risks deriving from the recently announced organisational changes to form the new Markets and International Banking division and consideration of the impact of the FSA’s Recovery and Resolution programme and where possible the ICB proposals on the wider Group, will be a priority of the Committee over the course of 2012 and beyond.

Development of the Group Policy Framework has been a major project for the Group in 2011 and the Board Risk Committee has provided oversight and direction to the project. Standards have now been developed, benchmarked and are now being implemented across the organisation. The Board Risk Committee will continue to ensure that the standards are properly embedded globally and will review the output of assurance testing to ensure that the standards are operating effectively.  Risk governance across the Group, including the operation of the Board Risk Committee, will be reviewed pursuant to the Corporate Governance Policy standard and the Committee will take forward any recommendations from that review during the course of 2012.

The Committee has overseen the development of a conduct risk appetite statement and framework during 2011. The Committee regards conduct risk to be a fundamental tenet of risk and will receive reports in 2012 on the implementation of the standard and framework across the organisation, including how conduct risk is considered from the point of product inception to conclusion of a relationship with a customer . The terms of reference of the Committee have been extended to cover conduct risk specifically .

Risk profile
The Committee receives a detailed report on key risks and metrics at each meeting and receives an oral report from the Chief Risk Officer at each meeting on the key risks to the organisation. This enables the Committee to identify the key risk areas where more focus should be directed. The Committee reported to the Board following each meeting on its consideration of the risk profile of the Group and any longer term macro or perceived strategic threats to the Group and made recommendations as appropriate.

The Board Risk Committee has assumed responsibility on behalf of the Group Board for considering key areas of risk in a deeper level of granularity. In particular, during 2011 it has played an important governance role in the oversight and remediation of regulatory issues in the RBS Americas region. Brendan Nelson has personally provided oversight of the Executive Steering Group established with responsibility for remediation of known issues in the region and the Committee receives regular reports on progress.

In response to market events, the Committee has reviewed its controls for potential weaknesses from a rogue trading perspective. This review identified that most controls were effective and the Committee will oversee the remedial work that is underway to resolve all potential weaknesses identified.

 
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Report of the Board Risk Committee continued

The Committee has also considered the risks inherent within large strategic transactions such as the proposed transfers of a substantial part of the business activities of RBS N.V. to the Royal Bank.

The Committee reviewed the capital and liquidity position of the Group regularly during 2011 in light of external conditions and has reviewed the output of stress tests, including the Group results under the EU wide stress testing exercise of the European Banking Authority, the results of which were published in July 2011.  It has considered and made recommendations to the Group Board in relation to the Individual Liquidity Adequacy Assessment and the Individual Capital Adequacy Assessment required by the FSA.

Regulatory risk has featured highly on the agenda of the Committee. The members have received reports on the status of ongoing regulatory investigations and have considered individual remuneration impacts (if any), as those investigations progress. Regulatory developments have been monitored and the regulatory risks associated with the sale of complex products to certain customers have been considered. Operational risks inherent in the Groups processes have also been considered and the Committee has specifically considered continuity and data control.

The difficulties being experienced in Europe and the US necessitated a continued focus on market and sovereign risk over the course of 2011.  The Committee received additional reports in this regard and will continue to closely monitor and manage these risks in 2012.

Risk appetite, framework and limits
The Committee has kept the Group Board appraised of the considerable progress made in relation to development of a risk appetite framework and methodology during 2011 and it has made recommendations to the Board in this regard. The Committee will ensure this framework is fully aligned with the conduct risk framework and is rolled out and embedded across divisions in 2012.

As set out in the Group Audit Committee report on page 223 a framework of Divisional Risk and Audit Committees are responsible for reviewing the business of each division and reporting to the Group Audit Committee and Board Risk Committee. The risk agenda of these committees continues to evolve alongside the Board Risk Committee agenda. In 2011 , a quarterly risk assessment process was introduced to raise awareness and understanding of risk appetite at divisional level. While this assessment has had some success, risk reporting at a divisional level has been further refined and aligned with regulatory process. A new Material Risk Assessment process will be implemented within the divisions in 2012 and will be overseen by the Divisional Risk and Audit Committees. This will streamline reporting and standardise structure across the divisions. Progress will be closely monitored by the Board Risk Committee in 2012.
 
While some progress has been made, significant work is still required to fully develop an operational economic capital model for the Group.  This will be an area of focus for the Committee over the coming year.

Risk management operating model
Culture is key to driving the correct behaviours from a risk perspective.   In recognition of this , the Committee received regular updates during 2011 on the One Risk programme, including the risk management vision and values. The Committee has reviewed the calibre of senior risk personnel and succession planning arrangements. It has also reviewed the adequacy of that resource alongside its review of the scope and nature of work undertaken by the risk management function.

During 2011, the risk governance model has been extensively reviewed and streamlined at executive level. The role of the Executive Risk Forum has been clarified. The Executive Risk Forum has responsibility for consideration of strategic risk and policy issues in advance of the Board Risk Committee and aims to provide an effective filter of the key risks for the consideration of the Board Risk Committee.

Risk architecture
The Committee has sought continually to drive improvements to reporting standards and has implemented new guidance for the presentation of papers for the consideration of the Committee. It has held separate discussions to refine and enhance the quality of the key risk report and metrics and following those discussions a revised risk report will be operational in 2012. Work is ongoing to develop risk reporting at entity level (in addition to reporting at a Group and divisional level).

The Committee has monitored the standards of data quality across the Group and the programmes in place to improve management information and reporting. In particular, the Committee has tracked progress of the Finance and Risk Transformation Programme designed to develop a golden source of data for use in reporting across the Group.

Remuneration
The Board Risk Committee has continued to strengthen its relationship with the Group Remuneration Committee with the aim of ensuring that risk is adequately reflected in objectives and compensation arrangements and decisions. Significant improvements have been made in 2011 including clarification of responsibilities, improved planning and the identification of additional trigger points outwith pay cycles where risk should be taken into consideration. This improved interaction has led to a number of additional meetings of the Board Risk Committee specifically to consider the risk implications of remuneration decisions.


 
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Report of the Board Risk Committee continued

Performance evaluation
An internal review of the effectiveness of the Board Risk Committee during 2011 was conducted. Amongst the areas reviewed were the role of the Committee, composition, meetings and processes, performance and reporting, policy and procedures, divisional committees, induction and continuing professional development and communication. The Committee has considered and discussed the report on the outcomes of the evaluation and is satisfied with the way in which the evaluation has been conducted, the conclusions and the recommendations for action. The outcomes of the evaluation have been reported to the Board , and during 2012, the Committee will place focus on driving improvements to:

·   
the structure of the agendas to ensure the Committee is focused on consideration of the key issues - while recognising the remit of the Committee is extremely onerous;

·   
Divisional Risk and Audit Committees: implementing the changes to the risk assessment process and reporting;

·   
enhance the bench strength of the Risk Management function; and

·   
the Committee’s interaction with the Executive Risk Forum.







Philip Scott
Chairman of the Board Risk Committee
22 February 2012


 
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Letter from Penny Hughes
Chair of the Group Remuneration Committee
 

Dear Shareholder,

Remuneration in banks continues to be an important and sensitive topic and this is particularly true at RBS. And so it has been another eventful and challenging year for the Group Remuneration Committee.

It is worth reiterating that since 2008, there has been a complete change of the executive leadership team at RBS. Those who were responsible for the problems of the past have been replaced by a team charged with fixing them.  On pay, we operate with a strong sense of restraint but it's important that our people believe that they'll be treated fairly and competitively. We consider that this is in the best interests of our shareholders and customers. We aim to set pay and incentives based on performance and market conditions, appropriate to the different markets in which our people operate, the objectives we set them and results we get from them, and a desire to minimise costs where consistent with our wider goals.  We are a commercially run bank and that principle must apply to how we pay all of our employees. Overall, our pay is towards the lower end of market norms in aggregate .

My priority as Chair of the Group Remuneration Committee is to implement a remuneration policy that serves the long-term interests of our shareholders including, of course, the UK taxpayer. We recognise the duty of public accountability and therefore the need to be sensitive to the public’s views on pay, particularly for senior people. It is a difficult balance that we are trying to achieve in reconciling the, at times, conflicting objectives of our various stakeholders.

Financial Performance
A key factor in the Committee’s deliberations is the financial performance of the Group. RBS is a unique recovery challenge and success must be measured by the progress we are making towards being a safer, stronger and more sustainable bank. Effectively we are asking our management team to do two jobs; to successfully compete with strong banking competitors across our ongoing businesses AND to recover RBS from its legacy risk profile, itself the largest corporate restructuring on record.  In 2011 the Group put even greater priority on actions to strengthen its balance sheet and reduce risks in the face of difficult economic and financial market conditions, as it continued to work through the restructuring plan embarked upon in 2009.  Key financial achievements for 2011 were:

·   
Core Bank Operating Profit of £6.1 billion represents a strong performance and compares well with other similar sized banks;

·   
Core Bank’s Return on Equity (ROE) was 10.5%, with Retail & Commercial ROE at 11.3%, or 16.6% excluding Ulster Bank. Our investment bank’s ROE was 7.7%, notwithstanding the challenging market conditions;

·   
The Group funded balance sheet decreased by £49 billion to £977 billion;

·   
The Core Tier 1 ratio of 10.6% and tangible net asset value per share of 50.1p were broadly stable over the year, in spite of de-risking costs and regulatory impacts;

·   
Group operating profit was £1.9 billion, up 11% after adjusting for the disposal of Global Merchant Services at the end of 2010;

·   
Group expenses were 7% lower in 2011 than in 2010 at £15.5 billion; with staff costs down 9%;

·   
Impairment losses totalled £7.4 billion, which is down 20% from 2010; and

·   
Targets for reducing Non-Core assets have been exceeded, reducing by £44 billion to £94 billion in 2011 .

As well as the financial achievements above, the Committee takes into account the Group's performance against a range of broader strategic objectives, including support to personal and business customers in the communities in which it operates. In 2011 gross new lending to business increased by 22%, with lending to SMEs up 4%, exceeding the Group's Merlin targets. The Committee also considers the scale of the businesses our leadership team are managing.  For example, during 2011, our 2,000 UK retail branches served 18 million customers; our corporate banking division accounted for almost half of all new lending to UK SMEs; and our investment bank operated in 38 countries and arranged €12 billion of loans and €10 billion of bonds for UK corporates.

Whilst there is still much to do to deliver an overall profitable business as we pay for the costs of repair, we are already much better positioned as a safer, stronger bank.

Executive directors
Events at the start of 2012 put the difficulty of balancing our stakeholders’ interests firmly into the public spotlight. The bonus for Stephen Hester in relation to the 2011 performance year attracted considerable attention from the media and politicians and I wanted to explain the reasons behind that decision.

We have been very clear over recent years that pay for performance , not failure, is at the heart of our remuneration policy. Under the leadership of the current executive directors, RBS has made significant progress in exceptionally difficult circumstances. In recognition of this, the Board believed, and still believe, that the award to its Group Chief Executive was justified in the context of the market and appropriate based on achievement against the performance objectives that had been set (see page 240 for further details).  The Board’s decision was well-balanced and took into account all the circumstances, including the fall in share price over 2011, which was mirrored in most other banks. The award was offered on terms that are arguably amongst the most reformed in our industry and endorsed at the 2011 AGM by over 99% of our shareholders.  The award would have been delivered entirely in shares, been deferred and subject to clawback .
 
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Stephen Hester subsequently decided to waive his bonus because the attention it received had become a damaging distraction for him and the Group. Since this announcement, many of our major shareholders have expressed overwhelming support for all members of our leadership team and are supportive of the Group Remuneration Committee’s efforts to ensure that these individuals are fairly rewarded as they continue to lead the turnaround of the Group. There is significant concern that the alternative - attempting to operate on a less-than-commercial basis - would be value destructive if RBS becomes an unattractive place to work.

I am convinced that the remuneration approach that we have developed will serve all our stakeholders well in the long term.

Group-wide remuneration arrangements
It is not only the executive directors’ interests that the Committee considers. It is also tasked with recognising the work of all our employees, whilst maintaining a balance and showing restraint.  Examples of where we have shown such restraint are as follows:

·   
More than 10,000 of the Group’s most senior employees will not receive a pay increase for 2012;

·   
Average salary increases for 2012 will be less than 1%;

·   
85% of employees eligible for a bonus will receive less than £10,000. The majority of employees eligible for a bonus will receive less than £2,000;

·   
The investment bank bonus pool is down by 58% over the last year.  This follows a 33% reduction between 2009 and 2010; and

·   
There has been a 43% reduction at Group level in variable compensation. Details of our variable compensation can be found in Note 3 on the consolidated accounts on page 291 .

The Committee recognises the importance of driving cultural change, not just through pay, but in the wider sense.  As Group Remuneration Committee Chair, I am actively involved in the Group’s initiatives relating to diversity, graduate recruitment and management development.  I’m impressed by the quality and depth of these initiatives around the Group, many of which have received award-winning recognition.

Another area of focus for the Group Remuneration Committee in 2011 has been how value is shared between investors and employees. Shareholders have rightly questioned whether banks, and in particular investment banks, have got this right in the past. We are working hard to get this right now and in the future. A balance is always required between minimising compensation costs, and so maximising profits in the year, and protecting the business from which future profits can flow.

We have sought to strike this balance fairly, while erring on the side of restraint, reflecting the nature of our ownership. In this context , I am pleased to report that the returns achieved in our investment bank, while below our targets, compare favourably to our competitors. Yet our compensation ratios are among the lowest and this has been the position for the last three years.

We do consider that pay at all investment banks became overheated during the exuberant period of growth pre-financial crisis.   It is clear that the industry as a whole delivered results in 2011 below the cost of capital.  This is an unsustainable position with further significant costs of regulation to come. We are committed to taking necessary action on pay alongside the other strategic business decisions we make around the reduced size and scope of our activities in order to build a sustainable business, capable of serving customers and delivering fair and adequate returns for shareholders and employees.

Our restrained approach to pay is not without risk. Employees at all levels of RBS have choices about where they work. If we allow a sizeable gap to open up between how we pay and how others pay, then it will affect our ability to attract and retain good, well-motivated people to work here. We do not believe that this would be in the interests of our shareholders, our customers, or the taxpayer.

We believe we are getting the balance right in difficult circumstances. Under the leadership of Stephen Hester and his team, RBS is a challenging but inspiring place to work. Employee engagement continues to improve, which demonstrates the pride our people have in helping to fix and recover from one of the biggest failures in corporate history.  Whilst the road to recovery is proving more challenging than probably any of us envisaged, our people are working hard to help return the Group to financial strength and the Group Remuneration Committee remains committed to helping create an environment in which they can meet their ambitions.

The remuneration process undertaken by the Group Remuneration Committee is thorough and robust. This year’s report contains more detail on the decision process to demonstrate to you how engaged and committed the Committee is to making the best decisions for the benefit of shareholders, employees and wider stakeholders.

Finally, let me thank my fellow Committee members for their extensive contributions and all those who supported the Committee to help us  weigh up all the relevant factors and seek the right balance in our decision-making .



Penny Hughes
Chair of the Group Remuneration Committee
22 February 2012
 
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Report of the Group Remuneration Committee
The role and responsibilities of the Group Remuneration Committee
The Group Remuneration Committee is responsible for setting the Group’s policy on remuneration and overseeing its implementation. It considers and makes recommendations to the Group Board in respect of the remuneration arrangements of the executive directors of the Group. No director is included in decisions regarding his or her own remuneration.

The Group Remuneration Committee is also responsible for approving remuneration and severance arrangements for members of the Group’s Executive and Management Committees, as well as overseeing arrangements for employees who are ‘In-Scope’ under the Asset Protection Scheme (APS) or ‘Code Staff’ under the FSA Remuneration Code. Details of the FSA Remuneration Code can be found at www.fsa.gov.uk and a definition of Code Staff is provided on page 237 .

The terms of reference of the Group Remuneration Committee are available on the Group’s website www.rbs.com and these are reviewed annually by the Committee and approved by the Group Board.

Membership of the Group Remuneration Committee
All members of the Committee are independent non-executive directors. The Committee held nine meetings in 2011. The Chair and members of the Committee, together with their attendance at meetings, are shown below:

 
Attended / Scheduled
Penny Hughes (chair)
 
9/9
Sandy Crombie
 
9/9
Alison Davis (1)
 
4/4
John McFarlane (2)
 
9/9

Notes:
(1)
Became a member of the Committee on 1 August 2011 .
(2)
Will step down as a member of the Committee on 31 March 2012.

Enhanced governance
The Group Remuneration Committee has taken a number of steps during 2011 to enhance its governance arrangements:

·   
Alison Davis was appointed as an additional member to bring further financial experience and fresh expertise;

·   
private sessions are held at each Committee meeting with only the Group Chairman and non-executive directors present;

·   
a strategy session is carried out to ensure agendas focus on key issues in relation to remuneration;

·   
reporting between the Committee and the Group Board has been improved so that all directors are fully informed and able to discuss the approach being taken; and

·   
greater focus was placed on international regulatory compliance as requirements emerge across the territories in which we operate.

Principal activity of the Group Remuneration Committee during 2011

First quarter
·   
new arrangements for the executive directors. Following extensive shareholder consultation and consideration by the Committee, Share Bank arrangements and new long term incentive plans (LTIP) performance measures were introduced;

·   
remuneration arrangements and year-end performance reports for members of the Executive Committee, Management Committee and annual performance objectives for 2011 and also LTIP performance objectives;

·   
remuneration arrangements and year-end performance reports for APS In-Scope employees and Code Staff;

·   
new process for divisional bonus pools implemented with advice from the Board Risk Committee on risk performance;

·   
progress against unvested LTIP performance measures;

·   
approval of the Group and divisional bonus pools; and

·   
approval of Directors’ remuneration report.

Second quarter
·   
key business and strategic priorities; presentations from Non-Core, RBS Insurance and GBM;

·   
project to enhance risk input into remuneration; and

·   
formal remuneration strategy session - compensation structure and priorities for the forthcoming year were agreed.

 
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Third quarter
·   
half year performance reviews for executive directors, members of the Executive Committee and Management Committee; and

·   
outcome of Group Internal Audit review on how the FSA Remuneration Code has been implemented which showed management is aware of the key risks and are pro-active in identifying issues relating to remuneration.

Fourth quarter
·   
review of risk-adjusted performance across the Group and divisions;

·   
preliminary bonus pools discussions for Group and divisions;

·   
enhanced process for review of risk trigger events for clawback and bonus reduction;

·   
content for shareholder consultations undertaken in December 2011 and January 2012; and

·   
report from the project to enhance risk input into remuneration with recommendations for actions.

In addition, the Committee received regular knowledge updates on global remuneration regulatory developments; pay consultations issued by the FSA, Department for Business, Innovation & Skills, HM Treasury and the High Pay Commission; guidelines from shareholders and investor bodies; and market trends reports.

Advisers to the Group Remuneration Committee
The advisers to the Group Remuneration Committee are appointed independently by the Committee, which reviews its selection of advisers annually. The advisers are instructed by and report directly to the Committee. The Committee Chair oversees the fees for the advisers .

PricewaterhouseCoopers LLP (PwC) were appointed as the Committee’s remuneration advisers on 14 September 2010, and their appointment was reconfirmed by the Committee in June 2011 after an annual review of the quality of the advice received and fees charged. PwC are signatories to the voluntary code of conduct in relation to remuneration consulting in the UK.

PwC also provide professional services in the ordinary course of business including assurance, advisory, tax and legal advice to subsidiaries of the Group. The Committee Chair is notified of other work that is being undertaken by PwC and is satisfied that there are processes in place to ensure that the advice the Committee receives is independent.

As well as receiving advice from PwC during 2011, the Committee took account at meetings of the views of the Group Chairman, Group Chief Executive, Group Finance Director, Group Human Resources Director, Group Head of Reward, Group Secretary and the Chief Risk Officer.

Performance evaluation process
An internal review of the effectiveness of the Group Remuneration Committee was conducted by the Group Secretary during 2011. The evaluation was based on detailed questionnaires and individual meetings with each member and attendee. Amongst the areas reviewed were the role of the Committee, composition, meetings and processes, continuing professional development and communication. Generally, the Committee was considered to be effective and meeting its objectives, with members willing to spend the time necessary to discharge their responsibilities.  The evaluation respondents agreed that the Committee was the right size, with an appropriate composition and was headed by a committed Chair.  The respondents were also impressed by the level of work undertaken outside of the meetings, particularly by the Chair.

A number of actions arose from the evaluation relating to the further improvement of the meeting arrangements, including:

·   
improved performance from the Committee’s internal and external resources;

·   
further improvement on length and clarity of materials provided to the Committee; and

·   
monitoring of the new processes for risk input into remuneration and processes for reporting and escalation of trigger events which may lead to clawback or bonus reduction.

The Committee has considered and discussed the report on the outcomes of the evaluation and is satisfied with the way in which the evaluation was conducted, the conclusions and the recommendations for actions. The outcomes of the evaluation have been reported to the Group Board and the actions are being progressed.


 
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Key inputs to the Group Remuneration Committee to assist its decision-making
The Group Remuneration Committee receives regular updates on regulatory developments and general remuneration issues, as well as market and benchmarking data to support its decisions. It also received information from a number of external and internal sources during 2011.  The diagram below illustrates this:
 


 
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Shareholder consultation and its impact on remuneration policy
In late 2011 and early 2012, an extensive consultation was undertaken with institutional shareholders and other stakeholders on the Group’s remuneration approach.  Investors recognised the difficult challenge faced by the Group Remuneration Committee in balancing the need to pay competitively to support business goals but at the same time being mindful of the wider economic environment and the need to show restraint.

The shareholders gave a clear message that increases to base pay and pension contributions for executive directors were not appropriate.  However, the overall shape of executive remuneration structure received widespread support.  Shareholders recognised the need for retention of the current executive team and the potentially destructive effect that any break up would have on rebuilding the Group.

This consultation included UKFI and as with other shareholders, the Committee received their input.  However, in line with the Group’s mandate to operate commercially, the Committee did not receive formal direction from UK Government.

The consultation process involved one-to-one meetings , a roundtable session hosted by the Association of British Insurers and National Association of Pension Funds and a number of follow-up letters and meetings.
 
Topics discussed with investors included both Group-wide and executive directors’ pay positioning, scale and design of incentive structures, risk alignment of remuneration, deferral, clawback and remuneration disclosures.

The importance of value sharing between investors and employees, retaining capital , and taking this into account in remuneration decisions were key themes from the shareholder consultation. As mentioned in the letter from the Committee Chair, value sharing between investors and employees and retention of capital have been key areas for the Remuneration Committee during 2011. In 2011 variable compensation was 11% of Core Bank operating profit, down from 16% in 2010. This proportion compares favourably with other banks.

There was also concern over falling share prices across the industry. Some shareholders proposed that LTIP award levels to employees should be scaled back given the fall in the share price over 2011. The Committee recognises the impact that the fall in share price has had both on shareholders and employees. The share awards that were made to employees at the beginning of 2011, under bonus deferral or the long term incentive plan, have fallen in value. This is clear alignment with the value reduction that shareholders have experienced. It is also true in the case of prior year unvested and vested but retained awards.

The Committee has considered the LTIP award policy for 2012 in light of the Group’s current share price and has reduced potential awards to executive directors by capping them at 300% of salary.

The population receiving LTIP awards has also been reviewed, and for 2012, there will be a significant reduction as LTIP awards are targeted at the Group’s most senior management. All LTIP awards are subject to both group-wide and division/function specific performance conditions to ensure that the leadership team is focused on both value creation and other key objectives. Group performance targets will be aligned to the executive director LTIP performance targets to ensure a consistent view of performance.

The Group Remuneration Committee and the Group Board have considered carefully their responsibilities and have applied judgement to achieve a balance whereby remuneration policy supports business goals without causing unacceptably high people risks.

The support received by shareholders during the consultation period has been greatly encouraging. Shareholders have played a key role in developing remuneration practices that support the long term goals of the business.

Risk and regulatory environment
FSA Remuneration Code compliance
The Group has been fully compliant throughout 2011, in practice and in spirit, with all aspects of the FSA Remuneration Code.

How risk is reflected in our remuneration process
Focus on risk is achieved through clear risk input into incentive plan design and target setting, as well as thorough risk review of performance, bonus pools and clawback. The Group Remuneration Committee is supported in this by the Board Risk Committee and the Group’s risk management function.

During 2011, a project was undertaken, co-sponsored by the Chairs of the Group Remuneration Committee and Board Risk Committee, to identify and implement further areas of improvement in risk/remuneration alignment. The project focussed on three workstreams:

·   
robust governance (clarify and enhance respective roles of the Group Remuneration Committee and Board Risk Committee and the interaction between them);

·   
pay-for-performance (risk input into objectives and performance reviews and enhanced clawback process); and

·   
control function input and risk adjusted performance measures.

How do we apply this in practice?
The assessment undertaken by the risk function and Board Risk Committee confirmed that, for some divisions, a number of risk-related events needed to be taken account of when determining bonus pools, including regulatory, compliance and credit and market risk issues.

 
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The enhanced process for individual accountability review assessments (which consider material risk management, control and general policy breach failures, accountability for those events and appropriate action against individuals) is operated across divisions and functions. RBS Risk Management has concluded that the accountability review assessments approach is robust and complete from a perspective of all known material events having been considered.

The outcomes from recent accountability reviews for the performance year 2011 have included:

·   
adjustment of current year bonus awards;
·   
dismissal;
·   
clawback of previously awarded deferred and LTIP awards; and
·   
suspended vesting pending further investigation .

External developments
In September 2011, the Department for Business Innovation and Skills (BIS) issued a consultation on plans for investors to have greater clarity on how companies are run and how executive pay is matched to performance. The Group Remuneration Committee played an active role in this consultation process, providing responses and meeting with representatives from BIS on a number of occasions to discuss possible outcomes. This demonstrates a real willingness to engage not just with shareholders but with wider stakeholders in developing a responsible approach to future remuneration practices.

HM Treasury published a consultation on 6 December 2011 with draft regulations on remuneration disclosure. This proposes that all large banks operating in the UK, publish the pay details of their eight highest paid senior executive officers who are not main board directors. The consultation follows the Project Merlin agreement in February 2011 that applied to the five major UK banks including RBS.  Details are set out on page 252.

Pay for performance
The Group Remuneration Committee’s formal process for determining bonus pools is outlined in the diagram below. This process is designed to ensure that financial, risk and non-financial performance measures are all taken in to account in an integrated and structured way with appropriate reference being made to the business plan and capital adequacy.

There is strong central governance and oversight of both bonus pools and individual awards.  Across the Group, bonus awards for the 2011 performance year are significantly lower than those made last year. This is due to a combination of factors including financial performance, particularly in the investment bank division, but also recognising the need for moderation and the external climate. This year we have recorded substantial losses for two issues: PPI and Greek sovereign debt.  Whilst current management inherited these issues, the Committee’s judgement is that reductions to shareholder value of this scale must be reflected in lower variable compensation across the Group and overall bonus pools have been reduced as a result.
 
The process for determining bonus pools is discretionary, to avoid the unintended consequences and incentives of formulaic systems. However, the Group Remuneration Committee's discretion is applied within a structured framework which starts with an assessment of financial performance measured against budget, prior year and long-term strategic plans. This analysis is used to adjust market median bonus funding levels (obtained from rigorous benchmarking against market compensation data) to a performance-adjusted basis.

Risk is taken into account in the performance assessment through a thorough risk analysis carried out by RBS Risk Management to a pre-agreed framework approved by the Group Remuneration and Board Risk Committees. Performance assessments may be adjusted in situations where risk performance is outside risk appetite or strategic plans. Non-financial factors such as turnover, succession issues, customer issues, market environment and franchise development are then taken into account in developing a final bonus proposal. Bonus proposals are reviewed in the context of key compensation framework ratios including: compensation to revenues, compensation to pre-compensation profit and bonus to pre-bonus profit. These ratios help to ensure appropriate sharing of value between employees and shareholders. Finally bonus proposals are reviewed against our capital adequacy framework to ensure that regulatory requirements are met.


 
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Remuneration policy
The remuneration policy supports the Group’s business strategy and is designed to:

·   
attract, retain, motivate and reward high calibre employees to deliver long term business performance within acceptable risk parameters;

·   
provide clear alignment between annual and long-term targets for individuals and Group/divisional strategic plans; and
 
·   
ensure that the Group’s metrics, reward structures and governance processes as a whole provide coverage of the key risks in an appropriate way.

In the Non-Core division and businesses we are exiting, appropriate arrangements are put in place to ensure that employees are motivated to reduce risk effectively, to minimise losses taken on value of businesses/ assets at the point of divestment .

The remuneration policy applies the same principles to all employees including Code Staff (1) .   The current key principles underpinning the Group-wide remuneration policy are set out below:
 
Base salary
 
Base salaries are reviewed annually. Base salaries should be competitive in the specific market for the business in which the individual works; reflect the talents, skills and competencies that the individual brings to the Group; and be sufficient so that inappropriate risk-taking is not encouraged.
Annual incentives
 
The annual incentive pool is based on a balanced scorecard of measures including financial performance, risk, people and customer measures.  Capital adequacy and the impact of incentive awards on the balance sheet are also taken into account.
 
Allocation from the pool depends on divisional, functional and individual performance. Individual performance assessment is supported by a structured performance management framework.
 
Guaranteed bonuses are only used in limited circumstances in accordance with the FSA Remuneration Code.
 
Immediate cash bonuses are limited to a maximum of £2,000.
 
Deferred awards support a performance culture where employees recognise the importance of sustainable Group, business and individual performance. Under the Group-wide deferral arrangements a significant proportion of annual incentive awards for our more senior employees are deferred over a three year period. Deferred awards are subject to clawback.
 
In certain circumstances, formulaic short-term incentive arrangements are used to align the objectives of employees with the strategy of the relevant division in which they work.  For such schemes, specific design principles are in place, with strict governance procedures that ensures that all existing and future incentive schemes support our business strategy and risk appetite.
 
All incentive awards are subject to appropriate governance, including independent review by the Risk Management, Finance and HR functions, with oversight from the Group Performance and Reward Committee, which has delegated authority from the Group Remuneration Committee over incentive schemes operating over a period of 12 months or less.
LTIP
To encourage the creation of value over the long term and to further align the rewards of the participants with the returns to shareholders, the Group provides certain employees in senior roles with long-term incentive awards. Awards are structured as performance-vesting shares. Vesting will be based partly on divisional or functional performance and partly on performance across the Group.   All awards are subject to clawback.
Other share plans
Employees in certain countries are eligible to participate in share plans which are not subject to performance conditions.
Benefits
(including pension)
In most jurisdictions, employee benefits or a cash equivalent are provided from a flexible benefits account.
 

(1) The following groups of employees have been identified as meeting the FSA’s criteria for Code Staff:

-  
Members of the Group Board and Group Executive and Management Committees;
-  
Staff performing a Significant Influence Function within RBS Group;
-  
Employees who have approval authorities such that their decision-making could have a material impact on the RBS Group income statement;
-  
Employees who are responsible for a business or businesses whose performance could have a material impact on the RBS Group income statement; and
-  
Key control function roles.
 

 
 
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Executive directors
In determining directors’ remuneration, the Group Remuneration Committee takes into account pay and employment conditions of employees of the company.  It does so by reference to annual market data against an assessment of the competitiveness of the current base salary ranges or benchmarks and actual salaries in payment. Any salary increases awarded to executive directors are also considered in the context of salary increases for the wider employee population. A summary of executive directors’ remuneration for 2011 and 2012 is set out below:

 
Policy
2011 arrangements
2012 arrangements
Base salary
Base salaries are reviewed annually.
Stephen Hester: £1,200,000
Bruce Van Saun: £750,000 (from 1 April 2011)
No increase to executive directors’ base salary.
Annual Incentive
Executive directors have a normal maximum incentive opportunity of 200% of salary (with an exceptional maximum of 250% of salary).
 
 
For the 2011 performance year, the annual incentive was delivered as an allocation to Share Bank.
 
Stephen Hester:
Provisional maximum allocation of 6.0 million shares to Share Bank. Final allocation based on performance: 3.6 million shares. Stephen Hester has waived this award.
 
Bruce Van Saun:
Provisional maximum allocation of 3.75 million shares to Share Bank. Final allocation based on performance: 3.0 million shares .
 
The shares will vest in two equal tranches on the first and second anniversaries of the date of grant. Prior to vesting, shares will be subject to clawback and shares must be held for a further six months post vesting.
Both Stephen Hester and Bruce Van Saun will have a maximum incentive opportunity of 200% of salary (with an exceptional maximum of 250% of salary).
 
Incentives will be awarded entirely in shares which will vest in two equal tranches on the first and second anniversaries of the date of grant. Prior to vesting, shares will be subject to clawback and shares must be held for a further six months post vesting .
 
LTIP
Awards to executive directors have a normal maximum limit of 400% of salary.
 
All awards are subject to performance conditions, deferral and clawback.
Both Stephen Hester and Bruce Van Saun received share awards capped at 375% of basic salary.
 
The awards will vest in 2014 in an amount based on the achievement of performance conditions (see description on page 242).  These will each have the ability to deliver a number of shares worth up to 100% of salary; however, the number of shares that vest will be subject to an overall cap in value of 375% of salary (based on salary and share price at the time the award was made) .
 
An additional six month holding period after vesting will apply.
Stephen Hester and Bruce Van Saun will be granted long term share awards which will ultimately vest in a range between zero and a cap of 300% of basic salary depending on performance over the next three years. These share awards have a notional value at grant assessed at £1.62 million and £1.01 million respectively.
 
The awards will vest in 2015 in an amount based on the achievement of performance conditions (see description on page 245).  These will each have the ability to deliver a number of shares worth up to 100% of salary; however, the number of shares that vest will be subject to an overall cap in value of 300% of salary (based on salary and share price at the time the award was made) . The notional value of these awards would be 45% of face value, which is 135% of salary.
 
An additional six month holding period after vesting will apply .
Benefits (including Pension)
Benefits are available from a flexible account on a similar basis to other employees.
 
None of the current executive directors are members of the Group's defined benefit pension plans. Current executive directors receive an allowance in lieu of pension contributions .
Benefits provided in line with Group policy .
 
 
35% (of base salary) pension allowance .
Benefits provided in line with Group policy .
 
 
35% (of base salary) pension allowance .
 

 
 
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Shareholding guidelines
The Group operates shareholding guidelines for executive directors.  The target shareholding level for the Group Chief Executive is 200% of gross annual salary and 100% of gross annual salary for executive directors. A period of five years is allowed in which to build up shareholdings to meet the guideline levels.

The mix of executive directors’ remuneration
The charts below show the composition of remuneration opportunity for on-target annual performance, with the long term incentive awards shown at the expected value. Short term incentive payments earned in relation to 2012 performance will be deferred and will vest, subject to satisfactory performance. The actual value of the long term incentive awards will depend on performance over the period 2012 to 2014 and the share price at the time the awards vest.

Group Chief Executive - Stephen Hester

Group Finance Director - Bruce Van Saun


2009-2011 average compensation outcome for Group Chief Executive
The preceding charts are based on target/expected values of total compensation. Press commentary tends to focus either on these values, or on maximum values assuming all performance conditions are met.  However, in practice over the period 2009 to 2011 , the value received will be significantly less than the maximum or even target value incentives, in light of bonus waivers, performance conditions and share price fall over the period. The chart below shows the likely average pay-out to the Group Chief Executive from salary, pension and incentives from awards made over the 2009-2011 period. The average maximum award is shown on the left, but is then adjusted allowing for the impact of LTIP performance conditions, bonus conditions and voluntary waivers and finally the impact of the share price fall on the remaining value of awards.

The data shows that Stephen Hester is likely to receive just 10% of the maximum value of his incentives awarded over the last three years, and around 29% of his maximum total compensation.  This is despite the majority of financial and non-financial targets for RBS having been met when measured over the three year period since 2009. In comparison, levels of pay-out at RBS are expected to be at least one-third lower than recent levels of pay-out in the FTSE-30 and less than half recent pay-outs in the international banking sector.
 


 
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Assessing past performance
Executive directors’ annual incentive 2011
Executive directors have a normal maximum incentive opportunity of 200% of salary (with an exceptional maximum of 250% of salary).   Share Bank arrangements were put in place for the 2010 and 2011 performance years. The maximum potential allocation into Share Bank for the 2011 performance year was 6.0 million shares for the Group Chief Executive and 3.75 million shares for the Group Finance Director.  This was based on the normal maximum annual incentive levels for executive directors at a share price of 40p per share (calculated as an average share price over December 2010).

The Group Remuneration Committee has reviewed executive directors’ performance against targets set at the beginning of the year as summarised in the table below. Accordingly, the Committee recommended, and the Group Board (excluding executive directors) approved, that the Group Chief Executive should receive an award of 60% and the Group Finance Director an award of 80% of their maximum allocation for the 2011 performance year, which equates to 3.6 million and 3.0 million shares respectively into Share Bank in 2012. The Group Chief Executive has waived his allocation. The shares vest in two equal tranches on the first and second anniversaries of the date of grant and are subject to a holding period of six months after vesting. Clawback provisions will apply prior to the vesting of shares.

Stephen Hester
Stephen Hester’s performance is measured against a number of strategic and business objectives.  In the course of 2011 the Group’s priority has been to strengthen its balance sheet and reduce risk as it works through the restructuring plan, and this is reflected in good progress on the key risk measures set out in 2009.  Targets for capital, short-term wholesale funding, liquidity reserves and leverage have all been met ahead of schedule, while the Group loan:deposit ratio improved further .

Core objectives
Targets for 2011
Progress in 2011
Strategic progress
Delivery of the five year strategic plan.
The Group recovery strategy set out in 2009 has proven its effectiveness and in 2011, most tasks are on or ahead of Plan.  This includes operation of Core/Non-Core structure, rebuilding management and operations and reducing risk. Key Group strategic plan risk measures set in 2009 were all significantly exceeded in 2011. However, the deterioration in external economic and financial conditions impacted profits and further led the Group to prioritise de-risking over driving returns, which affect profitability measures. An extra £1 billion was spent over 2011 in order to accelerate the achievement of RWAs reduction, liquidity and deposit-gathering goals. It was also necessary to make alterations to the strategic plan for the investment banking business in the light of new regulation and market developments.
Business delivery and financial performance
 
ROE, profitability, costs, core tier 1 ratio, funding and risk profile, lending commitments, EU mandated disposals.
 
Retail & Commercial’s ROE improved to 11.3%, or 16.6% excluding Ulster Bank. GBM ROE was 7.7% above median compared to peers, leaving Core overall ROE at 10.5%. Core cost:income ratio was 60%, with Core Tier 1 ratio at 10.6%. The liquidity portfolio was held above target levels at £155 billion, while short-term funding was cut to £102 billion. Gross new lending to business increased by 22%, with lending to SMEs up 4%, exceeding the Group’s Merlin targets. The branch sale to Santander made good progress as did the turnaround of RBS Insurance; facilitating its planned divestment .
Risk and control
 
Funding, leverage ratio, risk measures and Asset protection Scheme (APS) compliance requirements.
 
All risk reduction and control measures were exceeded. This includes Group loan:deposit ratio (LDR) improved to 108%, with Core loan:deposit ratio ahead of target at 94%. Leverage was stable at 16.9x. Performance against agreed APS objectives was satisfactory and significantly improved compared with prior year.
Stakeholder management
 
Relationships with shareholders and other external stakeholders.  Customer satisfaction and Treating Customers Fairly (TCF) measures.
 
Positive feedback from key shareholders and regulators.  Increased engagement with external stakeholders in particular on sustainable lending policies. Good progress to address risks identified by UK/US regulators relating to TCF.
People management
Group’s people strategy including performance, succession and people management.   Improvements in employee engagement .
Stephen Hester is widely acknowledged internally and externally as having provided strong leadership to the Group in extraordinary circumstances. Talent and bench reviews completed in all businesses and actions plans agreed.  Female executive representation increased to 18%. The Group’s ‘Your Feedback 2011’ staff survey results showed a continued upward trend in the vast majority of categories.


 
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Bruce Van Saun
Bruce Van Saun’s performance is measured against a number of Group and divisional targets.  Bruce continues to perform at the level of a world class Chief Financial Officer (CFO), providing strong individual and broader finance contribution to the Group’s priority to strengthen the balance sheet and reduce risk.  Group Treasury has facilitated a significant reduction on the Group’s reliance on short-term funding and Bruce Van Saun has displayed strong leadership on a number of key strategic projects including negotiation of the EU mandated sale of retail branches, the response to the Independent Commission on Banking (ICB) and the preparations for the divestment of RBS Insurance.

 
Core objectives
Targets for 2011
Progress in 2011
Strategic progress
Monitoring/improvement of Group and Divisional Strategic Plans.  Work with Group Chief Executive on Group Strategy/M&A and APS compliance requirements.
Increased effectiveness of strategic planning process resulting in successful Board offsite and strong contribution to GBM strategy revisions and the APA analyses.
 
Strong leadership displayed on key strategic projects including; branch disposal, ICB response, RBS Insurance divestment.  13 M&A transactions delivered, with 70% managed by an in house team led by the CFO.
 
Significant progress made on the Group’s cost-reduction programme, with further progress targeted for 2012.
 
Performance against agreed APS objectives was satisfactory and significantly improved compared with prior year.
 
Business delivery and financial performance
 
Statutory/regulatory/management reporting. Strategic planning, budgeting and forecasting.  Capital and funding planning.
Achievement of ‘best in class’ for external reporting within the UK market. Key contribution to de-risking strategy with significantly reduced reliance on short term funding and raised £20 billion for 2011 term funding in challenging conditions.  Good interest rate positioning achieved. New central bank and lending target reporting requirements implemented.  Improved capital planning capabilities, with detailed capital plans developed at Group and UK solo entity level.
 
Risk and control
 
Regulatory change impacting capital, funding, liquidity, improve quality of risk and financial data.
Strong stewardship over the financial risk and control environment, viewed as a strong risk partner by risk function. Effective management against FSA liquidity metrics. Balance sheet substantiation programme completed. Mobilisation of the FiRST programme, to enhance risk and finance data quality.
 
Stakeholder management
 
External relationships, including investors, rating agencies and regulators.
Strong external feedback received on Investor Relations programme.
Strong engagement with policy makers on the regulatory agenda; stronger relationship achieved with FSA. Major role in working with the FSA through capital and liquidity assessments, as well as the ICB response and RBS N . V . consolidation.
 
People management
Lead upgraded team and build positive culture.
Key strategic hires made for Group Internal Audit and Group Strategy positions, which are a key part of upgrade agenda. External hiring complemented by robust programmes for internal talent implemented across all levels. Number of key executive positions filled internally in 2011. Strong focus on programmes in mentoring, diversity and training & development.
 


 
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Executive directors long-term incentive plan (LTIP) awards
The following tables provide a current assessment of executive directors' performance against LTIP awards granted in previous years. The Group Remuneration Committee does not believe that these outcomes are reflective of the executive directors' performance over the period 2009 to 2011. As highlighted in the opening letter to this remuneration report, very significant progress has been made across the Group’s strategic plan targets since 2009, resulting in a significantly safer, more resilient and sustainable bank.  However, this is not being reflected in the LTIP outcomes.  In 2009 and 2010 , LTIPs were linked entirely to share price and economic profit targets.  In line with the whole sector, and exacerbated by its legacy portfolio, RBS's performance against these metrics has been heavily impacted by the economic and regulatory environment.
 
2011
The table below summarises the assessment of the first year of a three year performance period. Each measure has the ability to deliver a number of shares worth up to 100% of salary; however, the number of shares that vest will be subject to an overall cap in value of 375% of salary. Awards are due to vest in 2014.  An assessment of performance of each relevant element is provided by the control functions and an external firm assesses relative Total Shareholder Return (TSR) performance. The Group Remuneration Committee determines overall vesting based on these assessments including consideration of the drivers of performance and the context against which it was delivered.  The assessment is analytical and if any discretion is used, it would be explained.  This award is due to be assessed in March 2014 to determine the level of vesting.  The table below represents an early indication only.

Performance measure
Weighting
Rationale
Vesting
Current assessment of performance
Core Bank Economic Profit
25%
Ensures that performance reflects risk adjusted enduring earnings for the Bank .
Threshold: 25% vesting for average return on tangible equity over the performance period at a reasonable margin above the cost of capital .
 
Maximum: 100% vesting for performance ahead of the Group’s Strategic Plan.
Continued difficult economic conditions in a number of our key markets mean that based on performance to date, the threshold targets have not yet been met.
 
Relative TSR
25%
Ensure alignment with shareholders .
Threshold: 20% vesting if the Group’s TSR is at the median of the companies in the comparator group.
 
Maximum: 100% vesting if the Group’s TSR is at the upper quartile of the companies in the comparator group.
 
Pro-rata vesting in between these points.
Based on share price performance to date, the threshold targets have not yet been met.
 
Balance Sheet & Risk
25%
Ensure alignment with the advancement of the strategic position and capability of the organisation and the building of a sustainable business .
Vesting will be qualified by Group Remuneration Committee discretion. Indicative vesting levels are:
 
·   Over half of objectives not met: 0%;
 
·   Half of objectives met: 25%;
 
·   Two-thirds of objectives met: 62.5%; and
 
·   Objectives met or exceeded in all material respects: 100% .
Most targets have been met or exceeded. Strong performance on capital, leverage and funding measures, risk appetite embedded.
 
Good progress on brand franchises (e.g., ‘Helpful Banking’ in UK), sustainability and employee engagement measures.  Further work needed on cost:income ratio.
Strategic Scorecard
25%


 
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2010
Awards to executive directors under the LTIP in 2010 are subject to improvements in Economic Profit, Relative TSR and Absolute TSR.  The award is due to be assessed in May 2013 to determine the final level of vesting. The table below is an interim assessment and based on performance to date, the threshold targets have not yet been met.

Performance measure
Weighting
Rationale
Vesting
Current assessment of performance
Economic Profit
50%
Ensures that performance reflects enduring earnings for the Bank .
Maximum vesting of the Economic Profit measure will be triggered by early delivery of Core Business profitability, well ahead of the range implied by the published Strategic Plan targets and also in excess of the cost of capital.
Continued difficult economic conditions in a number of our key markets mean that based on performance to date, the threshold targets have not yet been met.
 
Relative TSR
25%
Ensure alignment with shareholders .
Threshold: 20% vesting if the Group’s TSR is at the median of the companies in the comparator group.
 
Maximum: 100% vesting if the Group’s TSR is at the upper quartile of the companies in the comparator group.
 
Pro-rata vesting in between these points.
 
Based on share price performance to date, the threshold targets have not yet been met.
 
 
Absolute TSR
25%
Ensure alignment with shareholders .
Threshold: 20% vesting if the Group’s share price reaches 57.5p.
 
Maximum: 100% vesting if the Group’s share price reaches 77.5p .
 
Pro-rata vesting in between these points.
Based on share price performance to date, the threshold targets have not yet been met.
 

Note:
For the formulaic performance conditions applying to the executive directors, the percent vesting outcomes were calculated by PwC, based on incremental economic profit figures from Group Finance (Group operating profit less 25% tax less a charge of 10% of tangible equity) and TSR for the period up to and including 3 January 2012.

2009
In 2009, executive directors received long-term incentives under two plans, the Medium Term Performance Plan (MPP) and Executive Share Option Plan (ESOP). These awards are due to be formally assessed in June 2012. It is currently anticipated that, based on performance to date, the threshold targets would not be met and there would be nil vesting under any of the elements of these awards.

Performance measure
Weighting
Rationale
Vesting
Current assessment of performance
Relative TSR
50%
Ensure alignment with shareholders .
Threshold: 25% vesting if the Group’s TSR is at the median of the companies in the comparator group.
 
Maximum: 100% vesting if the Group’s TSR is at the upper quartile of the companies in the comparator group.
 
Pro-rata vesting in between these points.
Based on share price performance to date, the threshold targets would not be met and there would be no vesting under this element of the award.
 
Absolute TSR
50%
Ensure alignment with shareholders .
Threshold: 25% vesting if the Group’s share price reaches 40p.
 
50% vesting if the Group’s share price reaches 55p.
 
Maximum: 100% vesting if the Group’s share price reaches 70p.
Based on share price performance to date, the threshold targets would not be met and there would be no vesting under this element of the award.
 

Note: The TSR calculations were provided by PwC based on TSR calculations up to and including 3 January 2012.

 
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Total Shareholder Return performance
The first graph below shows the performance of the company over the past five years in terms of TSR compared with that of the companies comprising the FTSE 100 Index. This index has been selected because it represents a cross-section of leading UK companies. The TSR for FTSE banks for the same period has been added for comparison.

The TSR for the company and the indices have been rebased to 100 for 2006. The second graph shows the same performance of the company during 2011.
 
 
 
Implementation of the Group’s recovery plan started in January 2009 with the publication of the preliminary 2008 losses. The share price reached a low point of just under 10p per share on the news.
 
Since that date to 22 February 2012, the day before the Group’s 2011 results announcement, the Group’s share price has risen 265% which compares to 164% and 145% respectively for the FTSE banks index and the FTSE 100 index as a whole.
 
Total shareholder return - one year
Financial shares outperformed the market for most of the first half of the year. However, focus shifted to the fiscal positions of peripheral Eurozone economies, particularly Greece and Italy, in the summer. This prompted investor concerns about the implications for banks exposed to these countries and caused stresses in European bank funding markets. The RBS share price was impacted broadly in line with other domestic UK banks and European peers, underperforming the market in the second half.  Accompanying this was a reduction in the consensus outlook for bank earnings, driven by a weaker outlook for growth in the global economy.  

In addition, the weight of new regulation on European banks raised concerns about banks' ability to generate attractive returns. Specifically in the UK, the publication of the ICB report in September recommending the ring - fencing of retail banking operations was perceived as detrimental for RBS and its UK domestic peers, although details of the regulations are yet to be finalised.


 
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Setting performance for 2012
The executive directors’ annual performance objectives are approved by the Group Remuneration Committee. The risk objectives are reviewed by the Board Risk Committee.

Core objectives
Stephen Hester
Bruce Van Saun
Strategic progress
Revise original Strategic Plan to respond to significant changes in the macro environment and outlook for wholesale banking.  Deliver execution of revised strategy.
Monitor and improve the Group and Divisional Strategic Plans.  Drive effective design and implementation of revised plan.  Work with CEO on Group Strategy/M&A/APS.
 
Business delivery and financial performance
 
Lead delivery of overall performance, including measures relating to ROE, cost management, Core Tier 1 capital ratio, funding and risk profile, lending, EU mandated disposals and restructuring of the wholesale business.
Ensure statutory, regulatory and management reporting is compliant with all external and internal standards.  Continue to improve ‘best in class’ external reporting. Provide strong CFO role to the business through strategic planning, budgeting, forecasting and reporting.  Ensure a robust capital and funding planning framework. Drive efficiency.  Successful completion of EU mandated disposals.
 
Risk and control
 
Continue culture change across the Group including delivery of measures relating to wholesale funding reliance and liquidity reserves and leverage ratio. Deliver against agreed APS objectives.
Implementation of effective regulatory changes impacting capital, funding, liquidity. Improve quality of risk and financial data.  Continue development of Internal Audit function.  Deliver against agreed APS objectives.
 
Stakeholder management
 
Achievement of customer franchise measures, maintain strong and effective relationships with external stakeholders and continue progress on TCF actions.
 
Continue to develop effective external relationships, including investors, rating agencies and regulators.
 
People management
Ensure each division/function has high quality leadership teams, build out performance management, talent management and succession planning across the Group. Maintain effective employee engagement.
 
Lead upgraded team and build positive culture. Contribute to overall Group management.


The Group Remuneration Committee will determine the actual value of the award by reference to the extent to which executive directors have met the performance targets. Awards will be paid entirely in shares and will vest in two equal tranches on the first and second anniversaries of the date of grant. Clawback provisions will apply prior to the vesting of the shares.

Long-term incentive plan (LTIP)
2012 Awards have four performance categories, each with equal weighting.

Core bank economic profit (25%)
As the value of the Group will be determined by the Core Bank’s ability to generate enduring returns for shareholders, the Economic Profit measure is focused on the Core Bank to ensure that performance reflects enduring earnings for the bank.  Economic Profit, being a risk-adjusted financial measure, is consistent with the FSA Code and also provides a balance between measuring growth and the cost of capital employed in delivering that growth.

Core bank Economic Profit is defined as return attributable to shareholders less equity multiplied by the cost of equity, where:

Return attributable to shareholders is Core Operating Profit reported in the financial statements, excluding movements in the fair value of own debt and APS, taxed at a standard tax rate .

Equity is defined as tangible equity allocated to the Core businesses, with adjustments to strip out distorting impacts arising from movements in the fair value of own debt, available - for - sale reserves and cash flow hedging reserve.

Current Cost of Equity is 12%, which is subject to review at least annually.

At the end of the performance period for the 2012 awards, the Group Remuneration Committee will assess economic profit performance against plan in light of targets set by it at the start of the performance period. Details of the actual targets, and performance against these, will be disclosed retrospectively once the awards vest.
 
 
 
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Relative Total Shareholder Return (TSR) (25%)
The relative TSR measure provides a direct connection between executive directors’ awards and relative performance delivered to shareholders. The measure compares the Group's performance against a group of comparator banks from the UK and overseas, weighted towards those companies most similar to the Group. Performance is measured over a three year performance period. The Remuneration Committee reviewed the weightings within the TSR peer group, and made a small number of adjustments to reflect emerging regulatory influences, the future geographic and business focus of RBS, and consequent future relevance of peer companies. This has resulted in reducing the weightings of a small number of banks in the peer group for 2012 LTIP awards.

Relative TSR Comparator Group
 
Weighting
1
Barclays
200%
2
Lloyds Banking Group
 
3
HSBC
150%
4
Standard Chartered
 
5
Bank of America
50%
6
BBVA
 
7
BNP Paribas
 
8
Citigroup
 
9
Credit Agricole
 
10
Credit Suisse Group
 
11
Deutsche Bank
 
12
JP Morgan Chase
 
13
National Australia Bank Limited
 
14
Royal Bank of Canada
 
15
Santander
 
16
Societe Generale
 
17
The Toronto-Dominion Bank Group
 
18
UBS
 
19
Unicredito
 
20
Wells Fargo & Company
 

To receive any of the LTIP awards subject to this performance measure the Group’s performance must be at least as good as the median of the comparator companies, with vesting as follows (with a pro-rata proportion of the award vesting in between these points):

·   
20% of the award will vest if the Group’s TSR is at the median of the companies in the comparator group .

·   
100% of the award will vest if the Group’s TSR is at the upper quartile of the companies in the comparator group .

Balance Sheet & Risk (25%)
The Balance Sheet & Risk measures have a particular focus on risk reduction, the resolution of the Non-Core business and the building of a sustainable and responsible franchise for the Group.

Strategic Scorecard (25%)
The balanced Strategic Scorecard rewards management for delivering a robust basis for future growth in terms of the strength of our franchise, efficiency, reputation, and the strength and engagement of employees.

Performance measures
Balance
Sheet and Risk measures
and targets
Non-Core assets
Cumulative Non-Core loss
Core Tier 1 Capital
Wholesale funding
Liquidity reserves
Leverage ratio
Loan:deposit ratio
Earnings volatility
Strategic
Scorecard measures
and targets
Customer franchise
Cost:income ratio in core bank
Lending targets
Sustainability performance
Progress in people issues

Both quantitative and qualitative strategic measures are used, including measures relating to reputation, customer excellence, organisational capability and sustainability , given that these will support the long term goals of the business. Targets for each measure are set at the start of the performance period and where applicable, are aligned with the Group’s strategic plan targets. At the end of the period each measure will be assessed against the target, and vesting will be based on the proportion of targets fully met (see below), qualified by the Group Remuneration Committee’s discretion , taking other relevant factors into account.

Commentary will be provided on an annual basis in relation to progress against the targets, where these are not commercially sensitive.

Vesting point
 
Indicative performance
Does not meet
0%
Over half of objectives not met
Partially meets
25%
Half of objectives met
Significantly meets
62.5%
Two-thirds of objectives met
Fully meets
100%
Objectives met or exceeded in all material respects
Qualified by Group Remuneration Committee discretion taking into account changes in circumstances over the performance period, the relative importance of the measures, the margin by which individual targets have been missed or exceeded, and any other relevant factors.


 
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Risk underpin and clawback
The Group Remuneration Committee will also review financial and operational performance against the Strategic Plan and risk performance prior to agreeing vesting of awards. In assessing this, the Committee will be advised independently by the Board Risk Committee. If the Group Remuneration Committee considers that the vesting outcome calibrated in line with the performance conditions outlined above does not reflect the Group's underlying financial results or if the Committee considers that the financial results have been achieved with excessive risk, then the terms of the awards allow for an underpin to be used to reduce vesting of an award, or to allow the award to lapse in its entirety. All awards are subject to clawback .

Service contracts
The company's policy in relation to the duration of contracts with directors is that executive directors' contracts generally continue until termination by either party, subject to the required notice, or until retirement. The notice period under the service contracts of executive directors will not normally exceed twelve months. In relation to newly recruited executive directors, subject to the prior approval of the Group Remuneration Committee, the notice period may be extended beyond twelve months if there is a clear case for this. Where a longer period of notice is initially approved on appointment, it will normally be structured such that it will automatically reduce to twelve months in due course. All new service contracts for executive directors are subject to approval by the Group Remuneration Committee. Those contracts normally include standard clauses covering the performance review process, the company's normal disciplinary procedure, and terms for dismissal in the event of failure to perform or in situations involving actions in breach of the Group's policies and standards. Any compensation payment made in connection with the departure of an executive director will be subject to approval by the Group Remuneration Committee, having regard to the terms of the service contract and the reasons for termination.

Information regarding the executive directors' service contracts is shown below:

 
 
Date of current contract
Notice period -
from the company
Notice period -
from executive
Stephen Hester
4 November 2008
12 months
12 months
Bruce Van Saun
8 September 2009
12 months
12 months

Except as noted below, in the event of severance where any contractual notice period is not worked, the employing company may pay a sum to the executive in lieu of the notice period. In the event of situations involving breach of the employing company's policies resulting in dismissal, reduced or no payments may be made to the executive. Depending on the circumstances of the termination of employment, the executive may be entitled, or the Group Remuneration Committee may allow , outstanding awards under long-term incentive arrangements to vest, subject to the rules of the relevant plan.

Stephen Hester
In the event of his personal underperformance, the company is entitled , after giving reasonable opportunity to remedy any failure, to terminate Stephen Hester’s contract by giving written notice with immediate effect and without making any payment in lieu thereof and Stephen Hester will forfeit any unvested stock awards. In the event that Stephen Hester's employment is terminated by the company (other than by reason of his personal underperformance), he will be entitled to receive a payment in lieu of notice to the value of base salary, bonus and benefits (including pension contributions). If he resigns voluntarily and the company does not require him to work out his notice period, Stephen Hester may receive a payment in lieu of notice based on salary only (i.e. no bonus or benefits). In both cases the treatment of any other unvested stock awards will be determined at the discretion of the Group Remuneration Committee.

Bruce Van Saun
In the event that Bruce Van Saun's employment is terminated by reason of his personal underperformance, the company is entitled, after giving reasonable opportunity to remedy any failure, to terminate by giving written notice with immediate effect and without making any payment in lieu of notice. Any payment in lieu of notice that may be made to Bruce Van Saun would be based on salary only (i.e. no bonus or benefits). The company has agreed that, provided certain conditions are met, on leaving employment, Bruce Van Saun will not forfeit awards under the rules of the Group’s share plans.
 
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Chairman and non-executive directors
Information regarding the terms of appointment for the Chairman and non-executive directors is shown below.

Re-election
Under the Articles of Association of the company, directors must stand for re-election by shareholders at least once every three years. However, in accordance with the provisions of the Code, all directors of the company will stand for annual re-election by shareholders at the company’s Annual General Meetings .

Letter of engagement
The non-executive directors do not have service contracts or notice periods although they have letters of engagement reflecting their responsibilities and commitments.

Time commitments
Letters of engagement make clear to non-executive directors the time commitment they are expected to give to their Board duties.  Since 2010, non-executive directors letters of engagement specifically state that their time commitment should be in line with the Walker Review of corporate governance of banks and other financial institutions in respect of their general Board duties . Additional time will be spent as necessary in respect of Committee duties, including in particular any Committees which they chair.

Termination
No compensation would be paid to any non-executive director in the event of termination of appointment.

Arrangements for the Group Chairman
Philip Hampton is entitled to receive a cash payment in lieu of notice if his appointment is terminated as a result of the Group's majority shareholder seeking to effect the termination of his appointment. The applicable notice period is twelve months. In the event that the company terminates Philip Hampton's appointment without good reason, or his re-election is not approved by shareholders in General Meeting resulting in the termination of his appointment, he will be entitled to receive a cash payment in lieu of notice of twelve months' fees.

Fees for non-executive directors
The table below sets out the remuneration structure for non-executive directors for the year ended 31 December 2011. The Senior Independent Director and Chairs of the Board Committees receive a composite fee and therefore do not receive additional fees for membership of any other committees or the Group Board.


Chairman’s fee
£750,000
Senior Independent Director (composite fee)
£150,000
Chairman of Group Audit Committee, Board Risk Committee or Group Remuneration Committee (composite fee)
£150,000
Non-executive director Group Board fee
£72,500
Membership of Group Audit Committee, Board Risk Committee or Group Remuneration Committee fee
£25,000
Membership of Nominations Committee fee
£5,500

No director received any expense allowances chargeable to UK income tax or compensation for loss of office/termination payment. The non-executive directors did not receive any bonus payments or benefits.

 
248

 
Directors’ remuneration report continued

Remuneration in detail
The tables and explanatory notes on pages 249 to 251 detail the remuneration of each director for the year ended 31 December 2011 and have been audited by the company's auditors, Deloitte LLP.

Directors' remuneration
 
Salary/ 
fees 
£000 
Benefits 
£000 
2011 
Total 
£000 
2010
Total
£000
Chairman
       
Philip Hampton
750 
— 
750 
750
         
Executive directors
       
Stephen Hester (1)
1,200 
26 
1,226 
3,267
Bruce Van Saun (1,2)
744 
132 
876 
2,298

Notes:
(1)
Stephen Hester waived his award of 3.6 million shares which was approved by the Group Board and which was due to be awarded in March 2012 . Bruce Van Saun will receive an award of 3.0 million shares in respect of 2011 performance, which will be delivered into Share Bank in March 2012 and will vest in March 2013 and 2014. For subsequent reporting years, the 3.0 million shares awarded to Bruce Van Saun will be detailed in the Deferred Awards table (see page 250). Further details of the performance assessment of the executive directors in 2011 is outlined on pages 240 and 241. Amounts disclosed as performance bonus under the remuneration table in the 2010 Report & Accounts represent  the cash value that was subsequently converted to shares at the date of award in March 2011. The awards are shown as deferred awards granted in 2011 as set out on page 250 .
(2)
Bruce Van Saun is director of ConvergEx Holdings LLC and retains the fee paid to him in this respect. For 2011, he received a fee of $75,000.

Non-executive directors
The level of remuneration for non-executive directors reflects their responsibility and time commitment and the level of fees paid to non-executive directors of comparable major UK companies. Non-executive directors do not participate in any incentive or performance plan.  Non-executive directors fees are reviewed regularly.
 
Board 
fees 
Board 
Committee 
fees 
2011 
Total 
2010 
Total 
 
£000 
£000 
£000 
£000 
Non-executive directors
       
Sandy Crombie
150 
— 
150 
150 
Alison Davis (1)
30 
13 
43 
— 
Tony Di Iorio (2)
24 
19 
43 
— 
Penny Hughes (3)
150 
— 
150 
130 
Joe MacHale (4)
73 
60 
133 
141 
John McFarlane
73 
30 
103 
103 
Brendan Nelson (5)
150 
— 
150 
111 
Baroness Noakes (6)
30 
13 
43 
— 
Art Ryan
73 
22 
95 
103 
Philip Scott
150 
— 
150 
150 
         
Former non-executive director
       
Colin Buchan (7)
44 
33 
77 
150 

Notes:
(1)
Appointed on 1 August 2011.
(2)
Appointed on 1 September 2011.
(3)
Fee has not increased in 2011.  Lower fee in 2010 reflects appointment as Chair of Group Remuneration Committee with effect from 1 June 2010.
(4)
Board Committee fee includes membership of the Asset Protection Scheme Senior Oversight Committee.
(5)
Fee has not increased in 2011.  Lower fee in 2010 reflects appointment to the Board from 1 April 2010 and as Chairman of the Group Audit Committee from 28 April 2010.
(6)
Appointed on 1 August 2011.
(7)
Retired from the Board with effect from 5 August 2011.


 
249

 
Directors’ remuneration report continued
 
 
Long-Term Incentive Plan (LTIP)
No variation was made to any of the terms of the plan during the year. Awards to executive directors under the LTIP in 2011 are subject to performance conditions detailed on page 242. Performance conditions for awards made in 2010 are detailed on page 243.

 
Awards held 
at 1 January 
2011 
 
Awards 
granted 
in 2011 
Market
price on 
award 
£
Awards 
vested in 
2011 
Market price   
 on vesting   
£   
   Awards held 
 at 31 December 
2011 
End of period 
for qualifying 
conditions to 
be fulfilled 
Stephen Hester
8,578,432 
(1)
— 
0.49
   
8,578,432  
14.05.13 
 
— 
 
10,114,178  
0.44
   
10,114,178  
07.03.14  
 
8,578,432  
 
10,114,178  
     
18,692,610  
 
                 
Bruce Van Saun
5,182,803 
(2)
— 
0.49
   
5,182,803  
14.05.13 
 
— 
 
6,321,362  
0.44
   
6,321,362  
07.03.14  
 
5,182,803  
 
6,321,362  
     
11,504,165  
 

Notes:
(1)
Stephen Hester has agreed to a voluntary holding period of two further years beyond the vesting date for the net post-tax number of vested shares in respect of at least one third of the award.
(2)
Bruce Van Saun has agreed to a voluntary holding period of two further years beyond the vesting date for the net post-tax number of vested shares for the amount over 300% of his salary.

Deferred awards
Below are details of deferred awards granted to executive directors. Awards are structured as conditional rights to receive shares and are subject to clawback. No variation has been made to any of the terms of the plan during the year.

 
Awards held 
at 1 January  
2011 
 
Awards
granted
in 2011
 
Market 
price on 
award 
£ 
Awards
vested in
2011
Market price on vesting
£
Awards held 
 at 31 December
2011 
End of period 
for qualifying 
conditions to 
be fulfilled 
Stephen Hester (1)
— 
 
4,585,094
(2)
0.44
   
4,585,094
07.03.12 - 07.03.13
                   
Bruce Van Saun
957,071 
(3)
   
0.38
   
957,071
18.06.12
 
— 
 
3,030,882
(2)
0.44
   
3,030,882
07.03.12 - 07.03.13
 
957,071
 
3,030,882
       
3,987,953
 

Notes:
(1)
In February 2010, Stephen Hester agreed to waive his deferred award in respect of the 2009 performance year.
(2)
The awards granted on 7 March 2011 relate to an allocation of shares under the Share Bank arrangements for annual incentives in respect of the 2010 performance year.  The allocation was made as a conditional right to acquire ordinary shares under The RBS 2010 Deferral Plan.  The Awards are due to vest in two equal tranches on 7 March 2012 and 7 March 2013 and any vested shares are subject to a further six month retention post-vesting.  Mr Hester has voluntarily agreed to a total retention period of 12 months post-vesting.  Clawback provisions will apply prior to vesting of the shares.
(3)
The Award was granted in March 2010 and relates to an allocation of shares in respect of annual incentives for the 2009 performance year.


Share options
The ESOP was approved by shareholders in April 2007. No further awards will be made under the ESOP as it has been replaced by the LTIP. Performance conditions applying to the outstanding awards are shown on page 243.
 
 
Options held  
at 1 January
2011
 
Number of options
exercised in 2011
Market
price at
date of
exercise
£
Option
price
£
    Options held at 31 December 2011
 
   
Number
Exercise period
Stephen Hester
9,550,000
     
0.37
 
9,550,000
22.06.12 - 21.06.19
Bruce Van Saun
905,306
     
0.57
 
905,306
08.09.12 - 07.09.19
 
No options had their terms and conditions varied during the year ended 31 December 2011. No payment is required on the award of an option. The plan was amended in 2009 to introduce a clawback provision for grants made in 2009. In respect of the grant of options in 2009, the performance conditions for executive directors are based on a combination of relative and absolute TSR measures.

The market price of the company's ordinary shares on 3 0 December 2011 was 20.18p and the range during the year ended 31 December 2011 was 17.34p to 49.0p.


 
250

 
Directors’ remuneration report continued

Medium-Term Performance Plan (MPP)
The MPP was approved by shareholders in April 2001. No further awards will be made under the MPP as it has been replaced by the LTIP. No variation was made to any of the terms of the plan during the year. In respect of the 2009 awards, the performance conditions for executive directors are based on a combination of relative and absolute TSR measures. Performance conditions applying to the outstanding awards are shown on page 243.

 
Scheme interests 
(share 
 equivalents)
at 1 January 
 2011 
Market price  
on award 
£ 
Awards 
vested in 
2011 
Awards 
exercised 
in 2011 
Scheme interests 
(share 
equivalents)
 at 31 December 
2011 
End of period for  
qualifying conditions  
to be fulfilled 
Stephen Hester (1)
4,800,000 
0.37 
   
4,800,000
22.06.12 
Bruce Van Saun (2)
1,810,611 
0.57 
   
1,810,611
22.06.12 

Notes:
(1)
Stephen Hester has voluntarily agreed to retain any shares that he receives for a further two years past the vesting date.
(2)
End of qualifying period 22 June 2012, however award unavailable for exercise until 8 September 2012, three years from date of award.

Restricted Share Award
No variation was made to any of the terms of the plan during the year and no awards were granted under the Restricted Share plan in 2011.

 
Awards held 
at 1 January  
2011 
 
Awards  
granted in  
2011  
Market price
on award
£
Awards
vested in
2011
Market price
on vesting
£
 
Value of
awards vested
£
 
Awards held at
31 December
2011
End of period for
qualifying conditions
to be fulfilled
Stephen Hester
3,463,298 
(1)
 
0.48
799,292
0.4234
 
338,420
     
       
0.48
2,664,006
0.4259
 
1,134,600
     
 
610,687 
(2)
 
0.48
610,687
0.1983
 
121,099
     
 
4,073,985 
     
4,073,985
   
1,594,119
     
                       
Philip Hampton (3)
5,172,413 
   
0.29
         
5,172,413
27.02.12

Notes:
(1)
Awards to replace bonus and share awards Stephen Hester forfeited on leaving The British Land Company PLC, which reflect the vesting dates of the original awards. Initially Stephen Hester was awarded 10,407,081 restricted shares on joining the Group. The remaining awards granted to Stephen Hester under this plan on joining the Group vested during 2011.
(2)
These awards vested as to one-third on each of the first, second and third anniversary of award, subject to their terms.
(3)
The performance conditions attached to the awards above included measures on effective governance and stewardship of RBS, relationships with key stakeholders and delivery of value and return to shareholders.   Philip Hampton has waived his right to an award of restricted shares which was made in 2009 and due to vest in 2012.


Performance conditions for outstanding share awards made
in prior years
Summaries of the performance targets and current assessment of performance can be found on pages 242 and 243 .
 
  2011
The 2011 LTIP measures are similar to those adopted for 2012 awards as set out on page 245, although there are some differences in terms of the individual components within the four headings. Full details of the 2011 LTIP measures are set out on page 192 of the 2010 Form 20-F.

2010
Full details of the 2010 LTIP measures are set out on page 2 00 of the 2010 Form 20-F.

2009
Full details of the 2009 performance measures are set out on page 191 of the 2009 Form 20-F which can be found on www.rbs.com.

Shareholder dilution
During the ten year period to 31 December 2011, awards were made that could require new issue shares under the company's share plans represented 3.7% of the company's issued ordinary share capital (including the B share capital), leaving an available dilution headroom of 6.3%. The company meets its employee share plan obligations through a combination of new issue shares and market purchase shares.

Directors’ pension arrangements
Executive directors receive a cash allowance in place of pension benefits or have amounts credited to a defined contribution pension arrangement:

 
2011
£000
2010
£000
Cash allowances in place of pension
   
Stephen Hester
420
420
Amounts credited to defined contribution arrangements
   
Bruce Van Saun (1)
403
321

Note:
(1)
This amount includes additional employer pension contribution that Mr Van Saun sacrifices from his salary .

Penny Hughes
Chair of the Group Remuneration Committee
22 February 2012

 
251

 
 
Other remuneration disclosure

HM Treasury published a consultation on 6 December 2011 with draft regulations on remuneration disclosure. The proposals set out that all large banks operating in the UK should publish the pay details of their eight highest paid senior executive officers who are not main board directors.

For consistency, figures shown below are in GBP. Where applicable, currency conversion was based on the 2011 average exchange rate for fixed remuneration and the 31 December 2011 spot rate for bonus figures, in line with the approach taken in this Report. No sign-on or severance awards have been made during 2011 to any of the individuals detailed below.

Remuneration of executive directors and eight highest paid senior executives (attendees at Group Executive Committee)

 
Stephen 
Hester 
Bruce Van 
 Saun 
Executive 1 
Executive 2 
Executive 3 
Executive 4 
Executive 5 
Executive 6 
Executive 7 
Executive 8 
 
£000 
£000 
£000
£000
£000
£000
£000
£000
£000
£000
Fixed remuneration
1,200 
744 
1,730
751
769
688
575
638
769
375
Upfront variable
  remuneration (cash)
— 
— 
2
2
2
2
2
2
2
Upfront variable remuneration
  (shares subject to retention)
— 
— 
390
500
350
166
180
170
98
Deferred variable
  remuneration (bond)
— 
— 
973
1,248
873
413
448
423
161
Deferred variable remuneration
  (shares subject to retention)
— 
840 
585
750
525
249
270
255
65
Long Term Incentive Awards
  vested during 2011
— 
— 
26
15
7
Total variable remuneration
— 
840 
1,950
2,526
1,75 0
830
915
850
333
Total remuneration
1,200 
1,584 
3,680
3,277
2,519
1,518
1,490
1,488
769
708
                     
Long Term Incentive Awards
  (subject to future performance) (1)
1,620 
1,013 
991
1,125
675
675
675
270

No sign-on or severance awards have been made during 2011 to any of the above individuals.

Note:
(1)
The Long Term Incentive Award (subject to future performance) is made following the end of the relevant financial year. The amounts shown reflects an approximate notional value, verified by external advisors. The actual value of the award which will vest in 2015 will be dependent on actual performance and share price.

2009 GBM LTIP vesting
In 2009 on adoption of the RBS Group recovery plan, John Hourican, the newly appointed Head of GBM, was awarded a conditional LTIP with performance conditions covering the 2009 - 2011 period. The performance period has now completed and 15,904,256 shares (and 5,566,490 share options with zero current intrinsic value), are due to vest on 3 April 2012. The table below summarises the GBM performance tests. The Group Remuneration Committee agreed a 73% vesting level based on performance for the period.

  Vesting potential  
Performance categories
Overall
weighting
%
Weighting per performance year
Final
vesting
%
2009
%
2010
%
2011
%
1. Remake of GBM post 2008 and no material adverse event
20
6
6
8
16
2. Achievement of 15% ROE and outlook
30
9
9
12
18
3. Sustaining key customer/market positions
20
6
6
8
14
4. Management team renewal
10
3
3
4
10
5. Efficiency (Balance Sheet, Risk, Cost:income)
10
3
3
4
6
6. Funding & Capital Structure
5
1.5
1.5
2
5
7. Support of Non-Core
5
1.5
1.5
2
4
8. Total
100
30
30
40
73
 
 
 
252

 
 
Other remuneration disclosure continued
 
The context for this special LTIP award was the important role the restructuring and performance of GBM played in RBS recovery plan amidst the fall out from the financial markets crisis of 2008. GBM underwent a radical restructuring with wholesale management changes, exit of multiple business lines and geographies and a balance sheet reduction from c. £874 billion pre-crisis to £362 billion at year end 2011. During this period the success of this part of the restructuring, the stabilisation of GBM and the restoration of profitability in GBM were vital ingredients in the broader RBS recovery plan.

During the three years covered by the LTIP award, GBM accomplished its restructuring goals and contributed £10.7 billion of operating profit to RBS (a cumulative ROE of 18%, good by industry comparison and good in absolute terms). This performance was ahead of targets and a key ingredient in financing the risk clean up across the whole of RBS accomplished during that time. Without these profits the RBS recapitalisation would have been insufficient.

PwC provided independent analysis and advice to help the Group Remuneration Committee as it made its judgement on the appropriate level of achievement against the performance conditions. The Committee also obtained independent legal advice on the operation of the performance conditions. The Group Remuneration Committee determined that the majority of targets laid down for the period had been met and in important areas exceeded. Some shortcomings were acknowledged relating primarily to lower GBM profitability in 2011 and the closure of cash equities (4% of GBM 2011 income) where targets had not been realised, hence the 27% reduction in vested award value.

While John Hourican , as a member of RBS executive committee , is eligible for annual LTIP awards, the 2009 award was unusual in its size reflecting the special circumstances of the time. Nevertheless, in recognition of the 2009 award payout and the public debate around executive pay, John Hourican has asked the Group Remuneration Committee not to make any LTIP award to him for the 2012 grant year, which would normally vest in 2015 .

FSA Remuneration Disclosure
The undernoted disclosures are in accordance with the FSA’s Handbook for banks, building societies and investment firms (BIPRU) 11.5.18 (6) and (7).

1. Aggregate remuneration expenditure
During the year, there were 205 Code Staff classified as Senior Management and 181 other Code Staff.  Aggregate remuneration expenditure was as follows:

Global Banking   & Markets  
£m  
Rest of RBS Group
£m
 
186.0
130.6  


2. Amounts and form of fixed and variable remuneration

Fixed Remuneration
Fixed remuneration paid in 2011 consisted of base salaries paid during the year plus fees for non-executive directors. There were no special discretionary pension benefits awarded during the year.

Senior management
£m
Others
£m
 
68.7
55.2  

Variable remuneration for 2011 performance
Variable remuneration payable in respect of 2011 performance consisted of cash bonuses, share or restricted share unit awards, and other awards primarily in the form of deferred bonds payable over three years. Cash bonuses were limited to a maximum of £2,000 per employee.

Form of remuneration
Senior management  
£m  
Others  
£m  
Variable remuneration (cash)
0.3
0.3
Variable remuneration (shares
  subject to retention)
14.4
21.6
Deferred remuneration (bonds)
30.3
48.2
Deferred remuneration (shares)
15.7
25.8

 
2% of total variable remuneration was subject to a guaranteed commitment made on recruitment
 
to secure the employment of key individuals .

Long-term incentives
Long term incentive awards made each year are paid three years after the date of award based on the extent to which performance conditions are met, and can result in zero payment if performance is not at the threshold level.

Senior management
£m
Others
£m
 
23.0
13.2  

3. Outstanding deferred remuneration through 2011
The table below includes deferred remuneration awarded or paid out in 2011, primarily for prior year performance. Deferred remuneration reduced during the year relates to long-term incentives lapsing when performance conditions are not met.

Category of deferred remuneration
Senior management
£m
 
Others
£m
Unvested from prior year
108.6
152.8
Awarded during the financial year
91.7
143.1
Paid out
60.4
119.8
Reduced from prior years
0.2
Unvested at year end
134.2
171.1

4. Sign-on and severance payments
No sign-on or severance payments were made to Code Staff during the year.

Notes on the presentation of remuneration
In the relevant tables above, assumptions have been made for the notional value of LTIP (verified by external advisors), forfeitures through resignation for deferred awards and the share price at 31 December has been used.

 
253

 
Compliance report


 
Statement of compliance
The company is committed to high standards of corporate governance, business integrity and professionalism in all its activities.

Throughout the year ended 31 December 2011, the company has complied with all of the provisions of the UK Corporate Governance Code issued by the Financial Reporting Council in May 2010 (the “Code”) except in relation to the provision (D.2.2) that the Group Remuneration Committee should have delegated responsibility for setting remuneration for the Chairman and executive directors. The company considers that this is a matter which should rightly be reserved for the Board. No director is involved in decisions regarding his or her own remuneration. Information on how the company has applied the main principles of the Code can be found in the Corporate governance report on pages 210 to 253. A copy of the Code can be found at www.frc.org.uk/corporate.

The company has also implemented the recommendations arising from the Walker Review.

The company has also complied in all material respects with the Financial Reporting Council Guidance on Audit Committees issued in December 2010.

Under the US Sarbanes-Oxley Act of 2002, specific standards of corporate governance and business and financial disclosures apply to companies with securities registered in the US. The company complies with all applicable sections of the US Sarbanes-Oxley Act of 2002 .

Internal Control
Management of The Royal Bank of Scotland Group (“the Group”) is responsible for the Group’s system of internal control that is designed to facilitate effective and efficient operations and to ensure the quality of internal and external reporting and compliance with applicable laws and regulations. In devising internal controls, the Group has regard to the nature and extent of the risk, the likelihood of it crystallising and the cost of controls. A system of internal control is designed to manage, but not eliminate, the risk of failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against the risk of material misstatement, fraud or losses.

Management’s report on internal control over financial reporting
Management of the Group is responsible for establishing and maintaining adequate internal control over financial reporting for the Group.

The Group’s internal control over financial reporting is a component of an overall system of internal control. The Group’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the preparation, reliability and fair presentation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”) and it includes:

·       Policies and procedures that relate to the maintenance of records that, in reasonable detail, fairly and accurately reflect the transactions and disposition of assets.

·       Controls providing reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS, and that receipts and expenditures are being made only as authorised by management.

·       Controls providing reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.

Management assessed the effectiveness of the Group’s internal control over financial reporting as of 31 December 2011 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in “Internal Control - Integrated Framework”.

Based on its assessment, management believes that, as of 31 December 2011, the Group’s internal control over financial reporting is effective.

The effectiveness of the Group’s internal control over financial reporting as of 31 December 2011 has been audited by Deloitte LLP, the Group’s independent registered public accounting firm. The report of the independent registered public accounting firm to the directors of The Royal Bank of Scotland Group plc expresses an unqualified opinion on the effectiveness of the Group’s internal control over financial reporting as of 31 December 2011.

Disclosure controls and procedures
As required by US regulations, the effectiveness of the company's disclosure controls and procedures (as defined in the rules under the Exchange Act) have been evaluated. This evaluation has been considered and approved by the Board which has instructed the Group Chief Executive and Group Finance Director to certify that as at 31 December 2011, the company’s disclosure controls and procedures were adequate and effective and designed to ensure that material information relating to the company and its consolidated subsidiaries would be made known to them by others within those entities.
 

 
 
254

 
Compliance report continued
 

Report of Independent Registered Public Accounting Firm to the members of The Royal Bank of Scotland Group plc

We have audited the internal control over financial reporting of The Royal Bank of Scotland Group plc and subsidiaries (“the Group”) as at 31 December 2011, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Group’s management is responsible for maintaining effective internal control over financial reporting and for assessing its effectiveness as described in Management’s Report on Internal Control over Financial Reporting.  Our responsibility is to express an opinion on the Group's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk of whether a material weakness existed, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as at 31 December 2011, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as at and for the year ended 31 December 2011 of the Group and our report dated 22 February 2012 (27 March 2012 as to the consolidating financial information included in Note 43 of the financial statements) expressed an unqualified opinion on those financial statements.



/s/ Deloitte LLP
London, United Kingdom
22 February 2012
 
 


 
255

 
Compliance report continued

 
 
Changes in internal control
There was no change in the company's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting.

The New York Stock Exchange
As a foreign issuer with American Depositary Shares representing ordinary shares, preference shares and debt securities listed on the New York Stock Exchange (the “NYSE”), the company must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under the NYSE corporate governance listing standards. In addition, the company must comply fully with the provisions of the listing standards that relate to the composition, responsibilities and operation of Audit Committees. These provisions incorporate the relevant rules concerning audit committees of the Exchange Act.

The company has reviewed its corporate governance arrangements and is satisfied that these are consistent with the NYSE’s corporate governance listing practices, with the exception that the Chairman of the Board is also the Chairman of the Group Nominations Committee, which is permitted under the Code (since the Chairman was considered independent on appointment). The company’s Group Audit, Board Risk, Group Remuneration and Group Nominations Committees are otherwise composed solely of non-executive directors deemed by the Group Board to be independent. The NYSE corporate governance listing standards also require that a compensation committee has direct responsibility to review and approve the Group Chief Executive’s remuneration.

As stated at the start of this Compliance report, in the case of the company, the Group Board, rather than the Group Remuneration Committee, reserves the authority to make the final determination of the remuneration of the Group Chief Executive.

The Group Audit Committee complies with the provisions of the NYSE corporate governance listing standards that relate to the composition, responsibilities and operation of audit committees. In April 2011, the company submitted its required annual written affirmation to the NYSE confirming its full compliance with those and other applicable provisions. More detailed information about the Group Audit Committee and its work during 2011 is set out in the Group Audit Committee report on pages 221 to 225 .

This Compliance report forms part of the Corporate governance report and the Report of the directors.




 
 

 
256

 


Report of the directors
 
The directors present their report together with the audited accounts for the year ended 31 December 2011.
 
Group structure
The company is a holding company owning the entire issued ordinary share capital of The Royal Bank of Scotland plc, the principal direct operating subsidiary undertaking of the company. The Group comprises the company and all its subsidiary and associated undertakings, including the Royal Bank and NatWest.

Following placing and open offers in December 2008 and in April 2009, HM Treasury (HMT) owned approximately 70.3% of the enlarged ordinary share capital of the company. In December 2009, the company issued a further £25.5 billion of new capital to HMT. This new capital took the form of B shares, which do not generally carry voting rights at general meetings of ordinary shareholders but are convertible into ordinary shares and qualify as Core Tier 1 capital.

In 2011, the company issued 770.3 million ordinary shares in connection with employee share schemes. At 31 December 2011, HMT’s holding in the company’s ordinary shares had reduced to 66.9% .

Results and dividends
The loss attributable to the ordinary and B shareholders of the company for the year ended 31 December 2011 amounted to £1,997 million compared with a loss of £1,125 million for the year ended 31 December 2010, as set out in the consolidated income statement on page 266.

The company did not pay a dividend on ordinary shares in 2010 or 2011.

The Group has undertaken that, unless otherwise agreed with the European Commission, neither the company nor any of its direct or indirect subsidiaries (other than companies in the RBS Holdings N.V. group, which are subject to different restrictions, see below) will pay external investors any dividends or coupons on existing hybrid capital instruments (including preference shares, B shares and upper and lower tier 2 instruments) for a period of two years from 30 April 2010 (the “Deferral Period”), or exercise any call rights in relation to these capital instruments between 24 November 2009 and the end of the Deferral Period, unless there is a legal obligation to do so. Hybrid capital instruments issued after 24 November 2009 will generally not be subject to the restriction on dividend or coupon payments or call options.

The Group has agreed that RBS Holdings N.V. will not pay investors any coupons on, or exercise any call rights in relation to, specified hybrid capital instruments for an effective period of two years from 1 April 2011, unless in any such case there is a legal obligation to do so. RBS Holdings N.V. and its group companies are also subject to restrictions on the exercise of call rights in relation to their other hybrid capital instruments.


Business review
Activities
The Group is engaged principally in providing a wide range of banking, insurance and other financial services. Further details of the organisational structure and business overview of the Group, including the products and services provided by each of its divisions and the competitive markets in which they operate, are contained in the Business review on pages 4 to 6.

Risk factors
The Group’s future performance and results could be materially different from expected results depending on the outcome of certain potential risks and uncertainties. Certain risk factors the Group faces are summarised on page 7. Fuller details of these and other risk factors are set out on pages 405 to 418.

The reported results of the Group are also sensitive to the accounting policies, assumptions and estimates that underlie the preparation of its financial statements. Details of the Group’s critical accounting policies and key sources of accounting judgments are included in Accounting policies on pages 273 to 285.

The Group’s approach to risk management, including its financial risk management objectives and policies and information on the Group’s exposure to price, credit, liquidity and cash flow risk, is discussed in the Risk and balance sheet management section of the Business review on pages 58 to 207.

Financial performance
A review of the Group's performance during the year ended 31 December 2011, including details of each division, and the Group's financial position as at that date is contained in the Business review on pages 8 to 57.

RBS Holdings N.V. (formerly ABN AMRO Holding N.V.)
In 2007, RFS Holdings B.V., which was jointly owned by the Group, the Dutch State (successor to Fortis) and Santander (together, the “Consortium Members”) completed the acquisition of ABN AMRO Holding N.V.

On 6 February 2010, the businesses of ABN AMRO Holding N.V. acquired by the Dutch State were legally demerged to a newly established company, ABN AMRO Bank N.V., which on 1 April 2010 was transferred to ABN AMRO Group N.V., itself owned by the Dutch State.  Following legal separation, RBS Holdings N.V. (formerly ABN AMRO Holding N.V.) has one operating subsidiary, The Royal Bank of Scotland N.V. (“RBS N.V.”), a fully operational bank within the Group. RBS N.V. is independently rated and regulated by the Dutch Central Bank. Certain assets within RBS N.V. continue to be shared by the Consortium Members.


 
257

 
Report of the directors continued


On 19 April 2011, the Group announced the proposed transfers of a substantial part of the business activities of RBS N.V. to the Royal Bank. Subject to, among other matters, regulatory and other approvals and procedures, it is expected that the transfers will be implemented on a phased basis over a period ending 31 December 2013. A large part of the transfers is expected to have taken place by the end of 2012.

On 17 October 2011, the Group completed the transfer of a substantial part of the UK activities of RBS N.V. to the Royal Bank pursuant to Part VII of the UK Financial Services and Markets Act 2000.

Approximately 98% of the issued share capital of RFS Holdings B.V. is held by the Group.

Business divestments
To comply with EC State Aid requirements the Group agreed a series of restructuring measures to be implemented over a four year period from December 2009. This supplements the measures in the strategic plan previously announced by the Group. These include divesting RBS Insurance, 80.01% of Global Merchant Services (largely completed in 2010) and substantially all of RBS Sempra Commodities JV business (completed in 2010), as well as divesting the RBS branch-based business in England and Wales and the NatWest branches in Scotland, along with the Direct SME customers across the UK.

Employees
As at 31 December 2011, the Group employed over 146,800 employees (full-time equivalent basis) throughout the world. Details of employee related costs are included in Note 3 on the consolidated accounts.

The Group operates certain employee share plans in which eligible employees are able to participate and which align the interests of employees with those of shareholders.

Employee learning and development
The Group maintains a strong commitment  to providing all its employees with the opportunity to grow through learning and development, which in turn helps to achieve business objectives and drive excellent customer service. Employee Volunteering schemes make it easy for individuals and teams to give something back to their communities and make a real difference.

Employee communication
Employee engagement is encouraged through a range of communication channels, at both divisional and Group level. These channels provide access to news and information in a number of ways, including the intranet, magazines, video, team meetings led by line managers, briefings held by senior managers and regular dialogue with employees and employee representatives.

The Group Chief Executive and other senior Group executives regularly communicate with, and encourage feedback from, employees across a range of channels.

Employee feedback
Every year since 1999, through the Your Feedback survey, employees in all our businesses have shared their thoughts about what it’s like working for RBS. These insights inform what the Group needs to do to improve the way it works, whether it’s a local issue or something that affects everyone. Apart from an opportunity to listen to employees, the survey also enables the Group to monitor levels of employee satisfaction and engagement and how these compare with other companies.

Employee consultation
The Group recognises employee representative organisations such as trade unions and work councils in a number of businesses and countries.

The Group has two European employee fora that provide elected representatives with an opportunity to understand better its European operations.

Diversity and inclusion
During 2011, the Group executive renewed its commitment to make workplace policies, processes and experiences inclusive for staff, customers and stakeholders.

Inclusion is built into the recruitment process, positive action programmes developing talent, flexible working policies and support for ill-health and disability-related absence. The Group continues to support disabled people ensuring they have equal opportunities to recruitment, employment, promotion and training.

The Group supports employee led networks such as Focused Women and Rainbow who support personal and career development through networking and training events.

This commitment to inclusion extends to supporting and participating in positive action programmes outside of the Group aimed at cultivating future leaders including, ‘An Inspirational Journey’, the FTSE-100 cross-company mentoring and Glass Ladder programmes. The Group maintains its involvement with external charitable networks and events such as Manchester Pride.

This approach to inclusion extends to the marketplace with the RBS Women in Business Ambassadors who support and guide more and more women to take the step of starting their own business.

Performance is monitored and reviewed at Group and divisional level and RBS is supportive of the recommendations of Lord Davies' Report. There are currently three female directors on the Board out of a total of 13 directors. The Group expects to meet the aspirational target of 25 per cent female Board representation in 2012. As at 31 December 2011, 18 per cent of executives in the Group and 53 per cent of employees were female.

Further details on the Board diversity policy can be found on page 220 .

 
258

 
Report of the directors continued

Safety, health and wellbeing
Ensuring the safety, health and wellbeing of employees and customers is an important responsibility for the Group.

The Group is committed to ensuring legal compliance and managing health and safety risks. During 2011, increased focus on leadership, governance and the effectiveness of controls delivered improvements in health and safety performance.

A wide range of health benefits and services are in place to help employees maintain good physical and psychological health, and support them if they do become unwell. A number of these services have been enhanced and promoted in response to the impact of the economic environment.

Pre-employment screening
The Group has a comprehensive pre-employment screening process to guard against possible infiltration and employee-related fraud for all direct and non-direct staff engaged on Group business.

Code of conduct
The code of conduct applies to everyone who works for RBS. It promotes honest and ethical conduct, including the handling of actual or apparent conflicts of interest between personal and professional relationships. The Group recognises that personal conduct, business integrity and the Group’s security are crucial, and the code of conduct serves to inform those who work for us of the Group’s expectations of their behaviour and practices.

The code of conduct is available on the Group’s website www.rbs.com and will also be provided to any person without charge, upon request, by contacting RBS Secretariat at the telephone number listed on page 451.

Sustainability
Sustainability is central to the way the Group is managed. Sustainability is not just about the many responsibilities and obligations that the Group has in a legal sense, but about specific issues that need to be addressed to ensure that the Group is a healthy and respected business operating on a sustainable basis. There is a clear governance structure for Group Sustainability that oversees and aligns the Group's approach to the range of ethical, social and environmental issues which confront the business on a daily basis.

The Group continues to do significant work and address challenges across five key themes: Fair banking, Supporting enterprise, Employee engagement, Safety and security and Citizenship and environmental sustainability.

Going concern
The Group’s business activities and financial position, the factors likely to affect its future development and performance and its objectives and policies in managing the financial risks to which it is exposed and its capital are discussed in the Business review. The risk factors which could materially affect the Group’s future results are set out on pages 405 to 418. The Group’s regulatory capital resources and significant developments in 2011 and anticipated future developments are detailed on pages 68 to 73. The liquidity and funding section on pages 74 to 88, describes the Group’s funding and liquidity profile, including changes in key metrics, the build up of liquidity reserves and the outlook for 2012.

Having reviewed the Group’s forecasts, projections and other relevant evidence, the directors have a reasonable expectation that the Group and the company will continue in operational existence for the foreseeable future. Accordingly, the financial statements of the Group and of the company have been prepared on a going concern basis.

BBA disclosure code
In September 2010, the British Bankers’ Association published its Code for Financial Reporting Disclosure. The code sets out five disclosure principles together with supporting guidance. The principles are that the Group and other major UK banks will provide high quality, meaningful and decision-useful disclosures; review and enhance their financial instrument disclosures for key areas of interest to market participants; assess the applicability and relevance of good practice recommendations to their disclosures acknowledging the importance of such guidance; seek to enhance the comparability of financial statement disclosures across the UK banking sector; and clearly differentiate in their annual reports between information that is audited and information that is unaudited.  The Group’s 2011 financial statements have been prepared in compliance with the code’s principles.

Corporate governance
The company is committed to high standards of corporate governance. Details are given in the Corporate governance report on pages 210 to 253. The Corporate governance report and compliance report (pages 254 to 256) form part of this Report of the directors.

Share capital
Details of the ordinary and preference share capital at 31 December 2011 and movements during the year are shown in Note 27 on the consolidated accounts.


 
259

 
Report of the directors continued

Additional information
Where not provided elsewhere in the Report of the directors, the following additional information is required to be disclosed by Part 6 of Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

The rights and obligations attaching to the company’s ordinary shares and preference shares are set out in the company’s Articles of Association, copies of which can be obtained from Companies House in the UK or can be found on the Group’s website www.rbs.com.

On a show of hands at a general meeting of the company every holder of ordinary shares and cumulative preference shares present in person or by proxy and entitled to vote shall have one vote. On a poll, every holder of ordinary shares present in person or by proxy and entitled to vote shall have one vote for every share held. On a poll, holders of cumulative preference shares present in person or by proxy and entitled to vote shall have four votes for every share held. The voting rights of holders of non-cumulative preference shares are set out in Note 27 on the consolidated accounts. The notices of Annual General Meetings and General Meetings specify the deadlines for exercising voting rights and appointing a proxy or proxies to vote in relation to resolutions to be passed at the meeting.

The cumulative preference shares represent less than 0.01% and the non-cumulative preference shares represent less than 0.73% of the total voting rights of the company respectively, the remainder being represented by the ordinary shares.

There are no restrictions on the transfer of ordinary shares in the company other than certain restrictions which may from time to time be imposed by laws and regulations (for example, insider trading laws). Pursuant to the Listing Rules of the FSA, certain employees of the company require the approval of the company to deal in the company’s shares.

The rules governing the powers of directors, including in relation to issuing or buying back shares and their appointment are set out in the company’s Articles of Association. It will be proposed at the 2012 Annual General Meeting that the directors be granted authorities to allot shares under the Companies Act 2006. The company’s Articles of Association may only be amended by a special resolution at a general meeting of shareholders.

A number of the company’s share plans include restrictions on transfers of shares while shares are subject to the plans or the terms under which the shares were awarded.

The rights and obligations of holders of non-cumulative preference shares are set out in Note 27 on the consolidated accounts.

Except in relation to the Dividend Access Share, the company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities and/or voting rights. There are no persons holding securities carrying special rights with regard to control of the company.

Under the rules of certain employee share plans, eligible employees are entitled to acquire shares in the company, and shares are held in trust for participants by The Royal Bank and Ulster Bank Dublin Trust Company as Trustees. Voting rights are exercised by the Trustees on receipt of participants’ instructions. If a participant does not submit an instruction to the Trustee no vote is registered.

The Royal Bank of Scotland plc 1992 Employee Share Trust, The Royal Bank of Scotland Group plc 2001 Employee Share Trust and The Royal Bank of Scotland Group plc 2007 US Employee Share Trust hold shares on behalf of the Group’s employee share plans. The voting rights are exercisable by the Trustees, however, in accordance with investor protection guidelines, the Trustees abstain from voting. The Trustees would take independent advice before accepting any offer in respect of their shareholdings for the company in a takeover bid situation.

Awards granted under the company’s employee share plans may be met through a combination of newly issued shares and shares acquired in the market by the company’s employee benefit trusts.

A change of control of the company following a takeover bid may cause a number of agreements to which the company is party to take effect, alter or terminate. All of the company’s employee share plans contain provisions relating to a change of control. Outstanding awards and options may vest and become exercisable on change of control, subject where appropriate to the satisfaction of any performance conditions at that time and pro-rating of awards. In the context of the company as a whole, these agreements are not considered to be significant.

Directors
The names and brief biographical details of the directors are shown on pages 211 to 214.

Sandy Crombie, Philip Hampton, Stephen Hester, Penny Hughes, Joe MacHale, John McFarlane, Brendan Nelson, Art Ryan, Philip Scott and Bruce Van Saun all served throughout the year and to the date of signing of the financial statements.

Alison Davis and Baroness Noakes were appointed as non-executive directors on 1 August 2011. Tony Di Iorio was appointed as a non-executive director on 1 September 2011. Colin Buchan retired as a non-executive director on 5 August 2011, having served just over nine years on the Board. John McFarlane will step down from the Board on 31 March 2012.

All directors of the company stand for re-election annually and, with the exception of John McFarlane, all directors will stand for election or re-election by shareholders at the Annual General Meeting in 2012.

 
260

 
Report of the directors continued


Directors’ interests
The interests of the directors in the shares of the company at 31 December 2011 are shown on page 262. None of the directors held an interest in the loan capital of the company or in the shares or loan capital of any of the subsidiary undertakings of the company, during the period from 1 January 2011 to 22 February 2012.

Directors’ indemnities
In terms of section 236 of the Companies Act 2006 (the “Companies Act”), Qualifying Third Party Indemnity Provisions have been issued by the company to directors, members of the Group’s Executive and Management Committees and FSA Approved Persons.

In terms of section 236 of the Companies Act, Qualifying Pension Scheme Indemnity Provisions have been issued to all trustees of the Group’s pension schemes.

Post balance sheet events
There have been no significant events between the year end and the date of approval of these accounts which would require a change to or disclosure in the accounts.

Shareholdings
The table below shows shareholders that have notified the Group that they hold more than 3% of the total voting rights of the company at 31 December 2011.

Solicitor For The Affairs of Her Majesty’s Treasury as Nominee for Her Majesty’s Treasury
 
Number of shares
 
% of share class held
 
 
% of total voting rights held
Ordinary shares
 
39,644,835,194
 
66.9
 
66.4
B shares (non-voting)
 
51,000,000,000
 
100.0
 

The Group has not been notified of any changes to the above interests between 31 December 2011 and 22 February 2012.

Charitable contributions
In 2011, the Group’s overall community contribution was £72.0 million (2010 - £56.1 million). The total amount given for charitable purposes by the company and its subsidiary undertakings during the year ended 31 December 2011 was £39.1 million (2010 - £29.6 million).

To ensure it makes its community investments as effective as possible, the Group’s policy is to focus its resources on a small number of substantial strategic programmes. These are issues most relevant to a financial institution and relate broadly to financial education, supporting enterprise and microfinance and the charitable endeavours of employees.

Political donations
At the Annual General Meeting in 2011, shareholders gave authority under Part 14 of the Companies Act, for a period of one year, for the company (and its subsidiaries) to make political donations and incur political expenditure up to a maximum aggregate sum of £500,000. This authorisation was taken as a precaution only, as the company has a longstanding policy of not making political donations or incurring political expenditure within the ordinary meaning of those words. During 2011, the Group made no political donations, nor incurred any political expenditure in the UK or EU and it is not proposed that the Group’s longstanding policy of not making contributions to any political party be changed.  Shareholders will be asked to renew this authorisation at a reduced maximum aggregate sum of £100,000 at the Annual General Meeting in 2012.

Policy and practice on payment of creditors
The Group is committed to maintaining a sound commercial relationship with its suppliers. Consequently, it is the Group’s policy to negotiate and agree terms and conditions with its suppliers, which include the giving of an undertaking to pay suppliers within 30 days of receipt of a correctly prepared invoice submitted in accordance with the terms of the contract or such other payment period as may be agreed.

At 31 December 2011, the Group’s trade creditors represented 27 days (2010 - 29 days) of amounts invoiced by suppliers.

Directors’ disclosure to auditors
Each of the directors at the date of approval of this report confirms that:

(a) so far as the director is aware, there is no relevant audit information of which the company’s auditors are unaware; and

(b) the director has taken all the steps that he/she ought to have taken as a director to make himself/herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act.

Auditors
The auditors, Deloitte LLP, have indicated their willingness to continue in office. A resolution to re-appoint Deloitte LLP as the company’s auditors will be proposed at the forthcoming Annual General Meeting.

By order of the Board







Aileen Taylor
Secretary
22 February 2012

The Royal Bank of Scotland Group plc
is registered in Scotland No. SC45551
 
261

 
Directors’ interests in shares


   
31 December 2011
 
Shares beneficially 
 owned at 1 January 2011 
 or date of appointment, if later 
Shares 
beneficially 
owned 
Value (1)
£ 
Chairman
     
Philip Hampton
276,312
276,312
55,760
       
Executive director
     
Stephen Hester
3,463,297
5,411,358
1,092,012
       
Non-executive directors
     
Sandy Crombie
200,000
200,000
40,360
Alison Davis
200,000
40,360
Tony Di lorio (2)
300,000
60,540
Penny Hughes
8,175
8,175
1,650
Joe MacHale
284,317
284,317
57,375
John McFarlane
50,000
50,000
10,090
Brendan Nelson
120,018
120,018
24,220
Baroness Noakes
210,000
42,378
Art Ryan
50,000
50,000
10,090
Philip Scott
500,000
500,000
100,900

Notes:
(1)
Value is based on the share price at 30 December 2011 (the last working day of 2011), which was 20.18p. During the year ended 31 December 2011 , the share price ranged from 17.34p to 49.0p.
(2)
Mr Di Iorio holds his interests in the company’s shares in the form of American Depository Receipts (ADRs).  Each ADR represents 20 ordinary shares of £0.25 each in the company. Mr Di Iorio holds 15,000 ADRs representing 300,000 ordinary shares .

No other current director had an interest in the company's ordinary shares during the year or held a non-beneficial interest in the shares of the company at 31 December 2011, at 1 January 2011 or date of appointment if later. The interests shown above include connected persons of the directors.

As at 22 February 2012, there were no changes to the directors' interests in shares shown in the table above.

 
262

 
Statement of directors’ responsibilities

 
The directors are responsible for the preparation of the Annual Report and Accounts.

The directors are required by Article 4 of the IAS Regulation (European Commission Regulation No 1606/2002) to prepare Group accounts, and as permitted by the Companies Act 2006 have elected to prepare company accounts, for each financial year in accordance with International Financial Reporting Standards as adopted by the European Union. They are responsible for preparing accounts that present fairly the financial position, financial performance and cash flows of the Group and the company. In preparing those accounts, the directors are required to:

·   
select suitable accounting policies and then apply them consistently;

·   
make judgements and estimates that are reasonable and prudent; and

·   
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the Annual Report and Accounts complies with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.






By order of the Board



Aileen Taylor
Secretary
22 February 2012


We, the directors listed below, confirm that to the best of our knowledge:
 
·   
the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and
 
·   
the Business review, which is incorporated into the Directors' report, includes a fair review of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.



By order of the Board




Philip Hampton
Stephen Hester
Bruce Van Saun
Chairman
Group Chief Executive
Group Finance Director

22 February 2012


Board of directors

Chairman
Executive directors
Non-executive directors
Philip Hampton
Stephen Hester
Bruce Van Saun
Sandy Crombie
Alison Davis
Tony Di Iorio
Penny Hughes
Joe MacHale
John McFarlane
Brendan Nelson
Baroness Noakes
Arthur ‘Art’ Ryan
Philip Scott

 
263

 
Financial statements

265
Report of Independent Registered Public Accounting Firm
266
Consolidated income statement
267
Consolidated statement of comprehensive income
268
Consolidated balance sheet
269
Consolidated statement of changes in equity
272
Consolidated cash flow statement
273
Accounting policies
286
Notes on the consolidated accounts
 
1
Net interest income
286
 
2
Non-interest income (excluding insurance net premium income)
287
 
3
Operating expenses
288
 
4
Pensions
292
 
5
Auditor’s remuneration
296
 
6
Tax
297
 
7
Profit attributable to preference shareholders and paid-in equity holders
298
 
8
Ordinary dividends
298
 
9
Earnings per ordinary and B share
298
 
10
Financial instruments - classification
299
 
11
Financial instruments - valuation
304
 
12
Financial instruments - maturity analysis
321
 
13
Financial assets - impairments
323
 
14
Derivatives
325
 
15
Debt securities
327
 
16
Equity shares
328
 
17
Intangible assets
329
 
18
Property, plant and equipment
332
 
19
Prepayments, accrued income and other assets
334
 
20
Discontinued operations and assets and liabilities of disposal groups
334
 
21
Short positions
336
 
22
Accruals, deferred income and other liabilities
336
 
23
Deferred tax
337
 
24
Insurance business
338
 
25
Subordinated liabilities
342
 
26
Non-controlling interests
349
 
27
Share capital
350
 
28
Other equity
352
 
29
Leases
353
 
30
Securitisations and asset transfers
355
 
31
Capital resources
357
 
32
Memorandum items
359
 
33
Net cash inflow/(outflow) from operating activities
368
 
34
Analysis of the net investment in business interests and intangible assets
368
 
35
Interest received and paid
369
 
36
Analysis of changes in financing during the year
369
 
37
Analysis of cash and cash equivalents
369
 
38
Segmental analysis
370
 
39
Directors’ and key management remuneration
376
 
40
Transactions with directors and key management
376
 
41
Related parties
377
 
42
Post balance sheet events
378
 
43
Consolidating financial information
379
   
 
 
 
264

 
 
Report of Independent Registered Public Accounting Firm to the members of The Royal Bank of Scotland Group plc

 
We have audited the accompanying consolidated balance sheets of The Royal Bank of Scotland Group plc and its subsidiaries (together "the Group") as at 31 December 2011, 2010 and 2009 and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity and consolidated cash flow statements for each of the three years in the period ended 31 December 2011, the notes 1 to 43 and the information identified as ‘audited’ in the Risk and balance sheet management section of the Business review.  These financial statements are the responsibility of the Group's management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material aspects, the financial position of the Group as at 31 December 2011, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2011, in conformity with International Financial Reporting Standards ("IFRS") as adopted for use in the European Union and IFRS as issued by the International Accounting Standards Board.

Note 43 to the financial statements was added for the inclusion of consolidating financial information in respect of The Royal Bank of Scotland plc in accordance with Regulation S-X Rule 3-10.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Group's internal control over financial reporting as at 31 December 2011 based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission and our report dated 22 February 2012 expressed an unqualified opinion on the Group's internal control over financial reporting.
 
 



/s/ Deloitte LLP
London, United Kingdom
22 February 2012 (27 March 2012 for the consolidating financial information in Note 43)


 
265

 
Consolidated income statement for the year ended 31 December 2011


 
Note  
2011 
£m  
2010  
£m  
2009  
£m  
Interest receivable
 
21,410 
22,776 
26,311 
Interest payable
 
(8,731)
(8,567)
(12,923)
Net interest income
1  
12,679 
14,209 
13,388 
Fees and commissions receivable
2  
6,384 
8,193 
8,738 
Fees and commissions payable
2  
(1,460)
(2,211)
(2,790)
Income from trading activities
2  
2,701 
4,517 
3,761 
Gain on redemption of own debt
2  
255 
553 
3,790 
Other operating income (excluding insurance net premium income)
2  
4,122 
1,479 
873 
Insurance net premium income
24 
4,256 
5,128 
5,266 
Non-interest income
 
16,258 
17,659 
19,638 
Total income
 
28,937 
31,868 
33,026 
Staff costs
       
  - excluding curtailment gains
 
(8,678)
(9,671)
(9,993)
  - pension schemes curtailment gains
 
— 
— 
2,148 
Premises and equipment
 
(2,451)
(2,402)
(2,594)
Other administrative expenses
 
(4,931)
(3,995)
(4,449)
Depreciation and amortisation
 
(1,875)
(2,150)
(2,166)
Write-down of goodwill and other intangible assets
 
(91)
(10)
(363)
Operating expenses
3  
(18,026)
(18,228)
(17,417)
Profit before insurance net claims and impairment losses
 
10,911 
13,640 
15,609 
Insurance net claims
24 
(2,968)
(4,783)
(4,357)
Impairment losses
13 
(8,709)
(9,256)
(13,899)
Operating loss before tax
 
(766)
(399)
(2,647)
Tax (charge)/credit
6  
(1,250)
(634)
429 
Loss from continuing operations
 
(2,016)
(1,033)
(2,218)
Profit/(loss) from discontinued operations, net of tax
2
47 
(633)
(105)
Loss for the year
 
(1,969)
(1,666)
(2,323)
         
Loss attributable to:
       
Non-controlling interests
 
28 
(665)
349  
Preference shareholders
7  
— 
105 
878  
Paid-in equity holders
7  
— 
19 
57  
Ordinary and B shareholders
 
(1,997)
(1,125)
(3,607)
   
(1,969)
(1,666)
(2,323)
         
Per ordinary and B share (1)
       
Basic loss from continuing operations
(1.8p)
(0.5p)
(6.3p)
         
Diluted loss from continuing operations
(1.8p)
(0.5p)
(6.3p)
         
Basic loss from discontinued operations
— 
— 
(0.1p)
         
Diluted loss from discontinued operations
— 
— 
(0.1p)

Note:
(1)
B shares rank pari-passu with ordinary shares .


The accompanying notes on pages 286 to 384, the accounting policies on pages 273 to 284 and the audited sections of the Business review: Risk and balance sheet management on pages 58 to 207 form an integral part of these financial statements.

 
266

 
Consolidated statement of comprehensive income for the year ended 31 December 2011

 
Note 
2011  
£m 
2010 
£m 
2009  
£m 
Loss for the year
 
(1,969)
(1,666)
(2,323)
Other comprehensive income/(loss)
       
Available - for-sale financial assets
 
2,258 
(389)
2,016 
Cash flow hedges
 
1,424 
1,454 
684 
Currency translation
 
(440)
81 
(3,300)
Actuarial (losses)/gains on defined benefit plans
(581)
158 
(3,665)
Other comprehensive income/(loss) before tax
 
2,661 
1,304 
(4,265)
Tax (charge)/credit
 
(1,472)
(309)
430 
Other comprehensive income/(loss) after tax
 
1,189 
995 
(3,835)
Total comprehensive loss for the year
 
(780)
(671)
(6,158)
         
Total comprehensive loss is attributable to:
       
Non-controlling interests
 
(24)
(197)
(1,346)
Preference shareholders
 
— 
105 
878 
Paid-in equity holders
 
— 
19 
57 
Ordinary and B shareholders
 
(756)
(598)
(5,747)
   
(780)
(671)
(6,158)


The accompanying notes on pages 286 to 384, the accounting policies on pages 273 to 284 and the audited sections of the Business review: Risk and balance sheet management on pages 58 to 207 form an integral part of these financial statements.

 
267

 
Consolidated balance sheet as at 31 December 2011

 
Note 
2011 
£m 
2010 
£m 
2009 
£m 
Assets
       
Cash and balances at central banks
10 
79,269 
57,014 
52,261 
Loans and advances to banks
1
83,310 
100,518 
91,753 
Loans and advances to customers
1
515,606 
555,260 
728,393 
Debt securities subject to repurchase agreements
3
79,480 
80,104 
66,883 
Other debt securities
 
129,600 
137,376 
200,371 
Debt securities
15 
209,080 
217,480 
267,254 
Equity shares
16 
15,183 
22,198 
19,528 
Settlement balances
 
7,771 
11,605 
12,033 
Derivatives
14 
529,618 
427,077 
441,454 
Intangible assets
17 
14,858 
14,448 
17,847 
Property, plant and equipment
18 
11,868 
16,543 
19,397 
Deferred tax
23 
3,878 
6,373 
7,039 
Prepayments, accrued income and other assets
19 
10,976 
12,576 
20,985 
Assets of disposal groups
2
25,450 
12,484 
18,542 
Total assets
 
1,506,867 
1,453,576 
1,696,486 
         
Liabilities
       
Deposits by banks
1
108,804 
98,790 
142,144 
Customer accounts
1
502,955 
510,693 
614,202 
Debt securities in issue
10 
162,621 
218,372 
267,568 
Settlement balances
 
7,477 
10,991 
10,413 
Short positions
21 
41,039 
43,118 
40,463 
Derivatives
14 
523,983 
423,967 
424,141 
Accruals, deferred income and other liabilities
22 
23,125  
23,089 
30,327 
Retirement benefit liabilities
4  
2,239 
2,288 
2,963 
Deferred tax
23 
1,945  
2,142 
2,811 
Insurance liabilities
24 
6,312 
6,794 
10,281 
Subordinated liabilities
25 
26,319 
27,053 
37,652 
Liabilities of disposal groups
2
23 , 995  
9,428 
18,890 
Total liabilities
 
1,430,814 
1,376,725 
1,601,855 
Non-controlling interests
26 
1,234 
1,719 
16,895 
Owners’ equity
27,28 
74,819 
75,132 
77,736 
Total equity
 
76,053 
76,851 
94,631 
         
Total liabilities and equity
 
1,506,867 
1,453,576 
1,696,486 

The accompanying notes on pages 286 to 384, the accounting policies on pages 273 to 284 and the audited sections of the Business review: Risk and balance sheet management on pages 58 to 207 form an integral part of these financial statements.

The accounts were approved by the Board of directors on 22 February 2012 and signed on its behalf by:

Philip Hampton
Chairman
 
Stephen Hester
Group Chief Executive
 
Bruce Van Saun
Group Finance Director


The Royal Bank of Scotland Group plc
Registered No. SC45551

 
268

 
Consolidated statement of changes in equity for the year ended 31 December 2011

 
2011 
2010 
2009 
 
£m 
£m 
£m 
Called-up share capital
     
At 1 January
15,125 
14,630 
9,898 
Ordinary shares issued in respect of placing and open offer
— 
— 
4,227 
B shares issued
— 
— 
510 
Ordinary shares issued
193 
523 
 
Preference shares redeemed
— 
(1)
(5)
Cancellation of non-voting deferred shares
— 
(27)
— 
At 31 December
15,318 
15,125 
14,630 
       
Paid-in equity
     
At 1 January
431 
565 
1,073 
Securities redeemed
— 
(132)
(308)
Transfer to retained earnings
— 
(2)
(200)
At 31 December
431 
431 
565 
       
Share premium account
     
At 1 January
23,922 
23,523 
27,471 
Ordinary shares issued in respect of placing and open offer, net of £95 million expenses
— 
— 
1,047 
Ordinary shares issued
79 
281 
 
Redemption of preference shares classified as debt
— 
118 
— 
Preference shares redeemed
— 
— 
(4,995)
At 31 December
24,001 
23,922 
23,523 
       
Merger reserve
     
At 1 January
13,272 
25,522 
10,881 
Issue of B shares, net of £399 million expenses
— 
— 
24,591 
Transfer to retained earnings
(50)
(12,250)
(9,950)
At 31 December
13,222 
13,272 
25,522 
       
Available-for-sale reserve
     
At 1 January
(2,037)
(1,755)
(3,561)
Unrealised gains
1,769 
179 
1,202 
Realised losses/(gains) (1)
486 
(519)
981 
Tax
(1,175)
74 
(377)
Recycled to profit or loss on disposal of businesses (2)
— 
(16)
— 
At 31 December
(957)
(2,037)
(1,755)
       
Cash flow hedging reserve
     
At 1 January
(140)
(252)
(876)
Amount recognised in equity
2,417 
180 
380 
Amount transferred from equity to earnings
(993)
(59)
513 
Tax
(405)
(67)
(269)
Recycled to profit or loss on disposal of businesses (3)
— 
58 
— 
At 31 December
879 
(140)
(252)

 
269

 

 
2011 
2010 
2009 
 
£m 
£m 
£m 
Foreign exchange reserve
     
At 1 January
5,138 
4,528 
6,385 
Retranslation of net assets
(382)
997 
(2,322)
Foreign currency (losses)/gains on hedges of net assets
(10)
(458)
456 
Tax
23 
63 
Recycled to profit or loss on disposal of businesses
— 
At 31 December
4,775 
5,138 
4,528 
       
Capital redemption reserve
     
At 1 January
198 
170 
170 
Preference shares redeemed
— 
— 
Cancellation of non-voting deferred shares
— 
27 
— 
At 31 December
198 
198 
170 
       
Contingent capital reserve
     
At 1 January
(1,208)
(1,208)
— 
Contingent capital agreement - consideration payable
— 
— 
(1,208)
At 31 December
(1,208)
(1,208)
(1,208)
       
Retained earnings
     
At 1 January
21,239 
12,134 
7,542 
(Loss)/profit attributable to ordinary and B shareholders and other equity owners
     
  - continuing operations
(2,002)
(973)
(2,600)
  - discontinued operations
(28)
(72)
Equity preference dividends paid
— 
(105)
(878)
Paid-in equity dividends paid, net of tax
— 
(19)
(57)
Transfer from paid-in equity
     
  - gross
— 
200 
  - tax
— 
(1)
— 
Equity owners gain on withdrawal of non-controlling interest
     
  - gross
— 
40 
629 
  - tax
— 
(11)
(176)
Redemption of equity preference shares
— 
(2,968)
— 
Gain on redemption of equity preference shares
— 
609 
— 
Redemption of preference shares classified as debt
— 
(118)
— 
Transfer from merger reserve
50 
12,250 
9,950 
Actuarial (losses)/gains recognised in retirement benefit schemes
     
  - gross
(581)
158 
(3,756)
  - tax
86 
(71)
1,043 
Purchase of non-controlling interest
— 
(38)
— 
Shares issued under employee share schemes
(58)
(13)
(16)
Share-based payments
     
  - gross
200 
385 
325 
  - tax
(10)
— 
At 31 December
18,929 
21,239 
12,134 
       
Own shares held
     
At 1 January
(808)
(121)
(104)
Disposal/(purchase) of own shares
20 
(700)
(33)
Shares issued under employee share schemes
19 
13 
16 
At 31 December
(769)
(808)
(121)
       
Owners’ equity at 31 December
74,819 
75,132 
77,736 
 
 

 
 
270

 
Consolidated statement of changes in equity continued

 
2011 
£m 
2010 
£m 
2009 
£m 
Non-controlling interests (see Note 26)
     
At 1 January
1,719 
16,895 
21,619 
Currency translation adjustments and other movements
(54)
(466)
(1,434)
Profit/(loss) attributable to non-controlling interests
     
  - continuing operations
(14)
(60)
382 
  - discontinued operations
42 
(605)
(33)
Dividends paid
(40)
(4,200)
(313)
Movements in available-for-sale securities
     
  - unrealised gains/(losses)
(56)
299 
  - realised losses/(gains)
37 
(466)
  - tax
(1)
(36)
  - recycled to profit or loss on disposal of discontinued operations (4)
— 
(7)
— 
Movements in cash flow hedging reserve
     
  - amount recognised in equity
— 
(120)
(209)
  - tax
— 
39 
59 
  - recycled to profit or loss on disposal of discontinued operations (5)
— 
1,036 
— 
Actuarial gains recognised in retirement benefit schemes
     
  - gross
— 
— 
91 
  - tax
— 
— 
Equity raised
— 
559 
Equity withdrawn and disposals
(421)
(11,298)
(2,445)
Transfer to retained earnings
— 
(40)
(629)
At 31 December
1,234 
1,719 
16,895 
       
Total equity at 31 December
76,053 
76,851 
94,631 
       
Total comprehensive loss recognised in the statement of changes in equity is attributable to:
     
Non-controlling interests
(24)
(197)
(1,346)
Preference shareholders
— 
105 
878 
Paid-in equity holders
— 
19 
57 
Ordinary and B shareholders
(756)
(598)
(5,747)
 
(780)
(671)
(6,158)

Notes:
(1)
Includes an impairment loss of £1,099 million in respect of the Group’s holding of Greek government bonds, together with £169 million of related interest rate hedge adjustments, for the year ended 31 December 2011.
(2)
Net of tax (year ended 31 December 2010 - £5 million credit)
(3)
Net of tax (year ended 31 December 2010 - £19 million charge) .
(4)
Net of tax (year ended 31 December 2010 - £2 million credit) .
(5)
Net of tax (year ended 31 December 2010 - £340 million charge) .


The accompanying notes on pages 286 to 384, the accounting policies on pages 273 to 284 and the audited sections of the Business review: Risk and balance sheet management on pages 58 to 207 form an integral part of these financial statements.

 
271

 
Consolidated cash flow statement for the year ended 31 December 2011

 
Note  
2011 
£m 
2010 
£m  
2009 
£m  
Operating activities
       
Operating loss before tax
 
(766)
(399)
(2,647)
Operating profit/(loss) before tax on discontinued operations
 
58 
(541)
(49)
Adjustments for:
       
Depreciation and amortisation
 
1,875 
2,220 
2,809  
Write-down of goodwill and other intangible assets
 
91 
10 
363  
Interest on subordinated liabilities
 
740 
500 
1,490  
Charge for defined benefit pension schemes
 
349 
540 
659  
Pension scheme curtailment gains
 
— 
(78)
(2,148)
Cash contribution to defined benefit pension schemes
 
(1,059)
(832)
(1,153)
Gain on redemption of own debt
 
(255)
(553)
(3,790)
Elimination of foreign exchange differences
 
2,702 
(691)
12,217  
Other non-cash items
 
3,218 
1,455 
7,940  
Net cash flows from trading activities
 
6,953 
1,631 
15,691  
Changes in operating assets and liabilities
 
(3,444)
17,095 
(15,964)
Net cash flows from operating activities before tax
 
3,509 
18,726 
(273)
Income taxes (paid)/received
 
(184)
565 
(719)
Net cash flows from operating activities
33 
3,325 
19,291 
(992)
         
Investing activities
       
Sale and maturity of securities
 
80,093 
47,604 
76,492  
Purchase of securities
 
(77,019)
(43,485)
(73,593)
Sale of property, plant and equipment
 
1,840 
2,011 
1,948  
Purchase of property, plant and equipment
 
(3,472)
(2,113)
(4,898)
Net investment in business interests and intangible assets
34 
(1,428)
3,446 
105  
Transfer out of discontinued operations
 
— 
(4,112)
— 
Net cash flows from investing activities
 
14 
3,351 
54  
         
Financing activities
       
Issue of ordinary shares
 
— 
Placing and open offer
 
— 
— 
5,274  
Issue of B shares
 
— 
— 
25,101  
Issue of subordinated liabilities
 
— 
— 
2,309  
Proceeds of non-controlling interests issued
 
— 
559 
9  
Redemption of paid-in equity
 
— 
(132)
(308)
Redemption of preference shares
 
— 
(2,359)
(5,000)
Redemption of non-controlling interests
 
(382)
(5,282)
(422)
Disposal/(purchase) of own shares
 
20 
(700)
(33)
Repayment of subordinated liabilities
 
(627)
(1,588)
(5,145)
Dividends paid
 
(40)
(4,240)
(1,248)
Interest on subordinated liabilities
 
(714)
(639)
(1,746)
Net cash flows from financing activities
 
(1,741)
(14,380)
18,791  
Effects of exchange rate changes on cash and cash equivalents
 
(1,473)
82 
(8,592)
         
Net increase in cash and cash equivalents
 
125 
8,344 
9,261  
Cash and cash equivalents at 1 January
 
152,530 
144,186 
134,925  
Cash and cash equivalents at 31 December
37  
152,655 
152,530 
144,186  


The accompanying notes on pages 286 to 384, the accounting policies on pages 273 to 284 and the audited sections of the Business review: Risk and balance sheet management on pages 58 to 207 form an integral part of these financial statements.

 
272

 
Accounting policies
 
1. Presentation of accounts
The accounts are prepared on a going concern basis (see page 259 of the Report of the directors) and in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) and interpretations issued by the IFRS Interpretations Committee of the IASB as adopted by the European Union (EU) (together IFRS). The EU has not adopted the complete text of IAS 39 ‘Financial Instruments: Recognition and Measurement’; it has relaxed some of the standard's hedging requirements. The Group has not taken advantage of this relaxation and has adopted IAS 39 as issued by the IASB: the Group's financial statements are prepared in accordance with IFRS as issued by the IASB.

The accounts are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments, held-for-trading financial assets and financial liabilities, financial assets and financial liabilities that are designated as at fair value through profit or loss, available-for-sale financial assets and investment property. Recognised financial assets and financial liabilities in fair value hedges are adjusted for changes in fair value in respect of the risk that is hedged.  The company’s financial statements and the Group's consolidated financial statements are presented in sterling which is the functional currency of the company.

The company is incorporated in the UK and registered in Scotland and its accounts are presented in accordance with the Companies Act 2006.

There are a number of changes to IFRS that were effective from 1 January 2011. They have had no material effect on the financial statements of the Group or the company:

IFRIC 19 ‘Extinguishing Financial Liabilities with Equity Instruments’ provides guidance on the accounting treatment when financial liabilities are settled with equity instruments.

Amendment to IAS 32 ‘Financial Instruments: Presentation’ - ‘Classification of Rights Issues’ amends IAS 32 so that rights, options or warrants that are fixed for fixed (i.e. a fixed amount of cash for a fixed number of instruments) offered pro rata to all owners of a class of instrument are classified as equity instruments regardless of the currency denomination of the exercise price.

Amendment to IFRIC 14 ‘IAS 19 ‘The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’ – ‘Prepayments of a Minimum Funding Requirement’ applies in the limited circumstances where an entity is subject to minimum funding requirements and makes an early payment of contributions to cover those requirements. The amendment permits the benefit of such an early payment to be treated as an asset.

May 2010 ‘Annual Improvements to IFRS’ makes non-urgent but necessary amendments to standards, primarily to remove inconsistencies and to clarify wording.

Revised IAS 24 ‘Related Party Disclosures’ simplifies the disclosure requirements for government-related entities and clarifies the definition of a related party.

2. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the company and entities (including certain special purpose entities) that are controlled by the Group. Control exists where the Group has the power to govern the financial and operating policies of the entity; generally conferred by holding a majority of voting rights. On acquisition of a subsidiary, its identifiable assets, liabilities and contingent liabilities are included in the consolidated accounts at their fair value. A subsidiary acquired is included in the consolidated financial statements from the date it is controlled by the Group up until the date the Group ceases to control it through a sale or a significant change in circumstances.  Changes in interest that do not result in a loss of control are accounted for as equity transactions .

All intra-group balances, transactions, income and expenses are eliminated on consolidation. The consolidated accounts are prepared using uniform accounting policies.

3. Revenue recognition
Interest income on financial assets that are classified as loans and receivables, available-for-sale or held-to-maturity and interest expense on financial liabilities other than those measured at fair value are determined using the effective interest method. The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability (or group of financial assets or liabilities) and of allocating the interest income or interest expense over the expected life of the asset or liability. The effective interest rate is the rate that exactly discounts estimated future cash flows to the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees payable or receivable that are an integral part of the instrument's yield, premiums or discounts on acquisition or issue, early redemption fees and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows.

Financial assets and financial liabilities held for trading or designated as at fair value through profit or loss are recorded at fair value. Changes in fair value are recognised in profit or loss.

Commitment and utilisation fees are determined as a percentage of the outstanding facility. If it is unlikely that a specific lending arrangement will be entered into, such fees are taken to profit or loss over the life of the facility otherwise they are deferred and included in the effective interest rate on the advance.

Fees in respect of services are recognised as the right to consideration accrues through the provision of the service to the customer. The arrangements are generally contractual and the cost of providing the service is incurred as the service is rendered. The price is usually fixed and always determinable. The application of this policy to significant fee types is outlined below.
 
273

 

Payment services - this comprises income received for payment services including cheques cashed, direct debits, Clearing House Automated Payments (the UK electronic settlement system) and BACS payments (the automated clearing house that processes direct debits and direct credits). These are generally charged on a per transaction basis. The income is earned when the payment or transaction occurs. Charges for payment services are usually debited to the customer's account monthly or quarterly in arrears. Income is accrued at period end for services provided but not yet charged.

Card related services - fees from credit card business include:

·   
Commission received from retailers for processing credit and debit card transactions: income is accrued to the income statement as the service is performed.

·   
Interchange received: as issuer, the Group receives a fee (interchange) each time a cardholder purchases goods and services.  The Group also receives interchange fees from other card issuers for providing cash advances through its branch and automated teller machine networks. These fees are accrued once the transaction has taken place .

·   
An annual fee payable by a credit card holder is deferred and taken to profit or loss over the period of the service i.e. 12 months.

Insurance brokerage - this is made up of fees and commissions received from the agency sale of insurance. Commission on the sale of an insurance contract is earned at the inception of the policy, as the insurance has been arranged and placed. However, provision is made where commission is refundable in the event of policy cancellation in line with estimated cancellations.

Investment management fees - fees charged for managing investments are recognised as revenue as the services are provided. Incremental costs that are directly attributable to securing an investment management contract are deferred and charged as expense as the related revenue is recognised.

Insurance premiums - see Accounting policy 12.

4. Assets held for sale and discontinued operations
A non-current asset (or disposal group) is classified as held for sale if the Group will recover its carrying amount principally through a sale transaction rather than through continuing use. A non-current asset (or disposal group) classified as held for sale is measured at the lower of its carrying amount and fair value less costs to sell. If the asset (or disposal group) is acquired as part of a business combination it is initially measured at fair value less costs to sell. Assets and liabilities of disposal groups classified as held for sale and non-current assets classified as held for sale are shown separately on the face of the balance sheet.

The results of discontinued operations - comprising the post-tax profit or loss of discontinued operations and the post-tax gain or loss recognised either on measurement to fair value less costs to sell or on the disposal of the discontinued operation - are shown as a single amount on the face of the income statement. A discontinued operation is a cash-generating unit or a group of cash-generating units that either has been disposed of, or is classified as held for sale, and (a) represents a separate major line of business or geographical area of operations, (b) is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations or (c) is a subsidiary acquired exclusively with a view to resale.

5. Employee benefits
Short-term employee benefits, such as salaries, paid absences, and other benefits are accounted for on an accruals basis over the period in which the employees provide the related services.  Group employees may receive variable compensation satisfied by cash, by debt instruments issued by the Group or by shares in The Royal Bank of Scotland Group plc.  The treatment of share-based compensation is set out in Accounting policy 25.  Variable compensation that is settled in cash or debt instruments is charged to profit or loss over the period from the start of the year to which the variable compensation relates to the expected settlement date taking account of forfeiture and claw back criteria.

The Group provides post-retirement benefits in the form of pensions and healthcare plans to eligible employees.

For defined benefit schemes, scheme liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate determined by reference to market yields at the end of the reporting period on high quality corporate bonds of equivalent term and currency to the scheme liabilities. Scheme assets are measured at their fair value. The difference between scheme assets and scheme liabilities is recognised in the balance sheet as an asset (surplus) or liability (deficit). A net surplus is limited to any unrecognised past service cost plus the present value of any economic benefits available to the Group in the form of refunds from the plan or reduced contributions to it. The current service cost, curtailments and any past service costs together with the expected return on scheme assets less the unwinding of the discount on scheme liabilities are charged to operating expenses. A gain or loss on a curtailment is recognised in profit or loss when the curtailment occurs.  A curtailment occurs when the Group is committed to making a significant reduction in the number of employees covered by a plan or a plan is amended such that future service qualifies for no or reduced benefits. Actuarial gains and losses are recognised in full in the period in which they arise in other comprehensive income.  Contributions to defined contribution pension schemes are recognised in profit or loss when payable.
 
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Accounting policies continued

6. Intangible assets and goodwill
Intangible assets acquired by the Group are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to profit or loss over the assets' estimated economic lives using methods that best reflect the pattern of economic benefits and included in Depreciation and amortisation. The estimated useful economic lives are as follows:

Core deposit intangibles
6 to 10 years
Other acquired intangibles
5 to 10 years
Computer software
3 to 5 years

Expenditure on internally generated goodwill and brands is written-off as incurred. Direct costs relating to the development of internal-use computer software are capitalised once technical feasibility and economic viability have been established. These costs include payroll, the costs of materials and services, and directly attributable overheads. Capitalisation of costs ceases when the software is capable of operating as intended.  During and after development, accumulated costs are reviewed for impairment against the benefits that the software is expected to generate. Costs incurred prior to the establishment of technical feasibility and economic viability are expensed as incurred as are all training costs and general overheads. The costs of licences to use computer software that are expected to generate economic benefits beyond one year are also capitalised.

Intangible assets include goodwill arising on the acquisition of subsidiaries and joint ventures.  Goodwill on the acquisition of a subsidiary is the excess of the fair value of the consideration transferred, the fair value of any existing interest in the subsidiary and the amount of any non-controlling interest measured either at fair value or at its share of the subsidiary’s net assets over the Group's interest in the net fair value of the subsidiary’s identifiable assets, liabilities and contingent liabilities.  Goodwill arises on the acquisition of a joint venture when the cost of investment exceeds the Group’s share of the net fair value of the joint venture’s identifiable assets and liabilities. Goodwill is measured at initial cost less any subsequent impairment losses. Goodwill arising on the acquisition of associates is included within their carrying amounts. The gain or loss on the disposal of a subsidiary, associate or joint venture includes the carrying value of any related goodwill.

7. Property, plant and equipment
Items of property, plant and equipment (except investment property - see Accounting policy 9) are stated at cost less accumulated depreciation and impairment losses. Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for separately.

Depreciation is charged to profit or loss on a straight-line basis so as to write-off the depreciable amount of property, plant and equipment (including assets owned and let on operating leases) over their estimated useful lives.

The depreciable amount is the cost of an asset less its residual value.  Land is not depreciated. Estimated useful lives are as follows:

Freehold and long leasehold buildings
50 years
Short leaseholds
unexpired period of the lease
Property adaptation costs
10 to 15 years
Computer equipment
up to 5 years
Other equipment
4 to 15 years

The residual value and useful life of property, plant and equipment are reviewed at each balance sheet date and updated for any changes to previous estimates.

8. Impairment of intangible assets and property, plant and equipment
At each reporting date, the Group assesses whether there is any indication that its intangible assets, or property, plant and equipment are impaired. If any such indication exists, the Group estimates the recoverable amount of the asset and the impairment loss if any.  Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired.

If an asset does not generate cash flows that are independent from those of other assets or groups of assets, the recoverable amount is determined for the cash-generating unit to which the asset belongs.  A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.  For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each of the Group’s cash-generating units or groups of cash-generating units expected to benefit from the combination. The recoverable amount of an asset or cash-generating unit is the higher of its fair value less cost to sell and its value in use. Value in use is the present value of future cash flows from the asset or cash-generating unit discounted at a rate that reflects market interest rates adjusted for risks specific to the asset or cash-generating unit that have not been taken into account in estimating future cash flows. If the recoverable amount of an intangible or tangible asset is less than its carrying value, an impairment loss is recognised immediately in profit or loss and the carrying value of the asset reduced by the amount of the loss. A reversal of an impairment loss on intangible assets (excluding goodwill) or property, plant and equipment is recognised as it arises provided the increased carrying value is not greater than it would have been had no impairment loss been recognised. Impairment losses on goodwill are not reversed.

9. Investment property
Investment property comprises freehold and leasehold properties that are held to earn rentals or for capital appreciation or both. Investment property is not depreciated but is stated at fair value based on valuations by independent registered valuers. Fair value is based on current prices for similar properties in the same location and condition. Any gain or loss arising from a change in fair value is recognised in profit or loss. Rental income from investment property is recognised on a straight-line basis over the term of the lease in Other operating income. Lease incentives granted are recognised as an integral part of the total rental income.

 
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10. Foreign currencies
The Group's consolidated financial statements are presented in sterling which is the functional currency of the company.

Group entities record transactions in foreign currencies in the currency of the primary economic environment in which they operate (their functional currency) at the foreign exchange rate ruling at the date of the transaction.  Monetary assets and liabilities denominated in foreign currencies are translated into the relevant functional currency at the foreign exchange rates ruling at the balance sheet date.  Foreign exchange differences arising on the settlement of foreign currency transactions and from the translation of monetary assets and liabilities are reported in income from trading activities except for differences arising on cash flow hedges and hedges of net investments in foreign operations (see Accounting policy 24).

Non-monetary items denominated in foreign currencies that are stated at fair value are translated into the relevant functional currency at the foreign exchange rates ruling at the dates the values are determined. Translation differences arising on non-monetary items measured at fair value are recognised in profit or loss except for differences arising on available-for-sale non-monetary financial assets, for example equity shares, which are recognised in other comprehensive income unless the asset is the hedged item in a fair value hedge.

Assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into sterling at foreign exchange rates ruling at the balance sheet date. Income and expenses of foreign operations are translated into sterling at average exchange rates unless these do not approximate to the foreign exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on the translation of a foreign operation are recognised in other comprehensive income.  The amount accumulated in equity is reclassified from equity to profit or loss on disposal or partial disposal of a foreign operation.

11. Leases
As lessor
Contracts with customers to lease assets are classified as finance leases if they transfer substantially all the risks and rewards of ownership of the asset to the customer; all other contracts with customers to lease assets are classified as operating leases.

Finance lease receivables are included in the balance sheet, within Loans and advances to banks and Loans and advances to customers, at the amount of the net investment in the lease being the minimum lease payments and any unguaranteed residual value discounted at the interest rate implicit in the lease. Finance lease income is allocated to accounting periods so as to give a constant periodic rate of return before tax on the net investment and included in Interest receivable. Unguaranteed residual values are subject to regular review; if there is a reduction in their value, income allocation is revised and any reduction in respect of amounts accrued is recognised immediately.


Rental income from operating leases is recognised in income on a straight-line basis over the lease term unless another systematic basis better represents the time pattern of the asset’s use. Operating lease assets are included within Property, plant and equipment and depreciated over their useful lives (see Accounting policy 7).  Operating lease rentals receivable are included in Other operating income.

As lessee
The Group’s contracts to lease assets are principally operating leases. Operating lease rental expense is included in Premises and equipment costs and recognised as an expense on a straight-line basis over the lease term unless another systematic basis better represents the benefit to the Group.

12. Insurance
General insurance
General insurance comprises short-duration contracts where the Group (the insurer) has accepted significant insurance risk from another party (the policyholder) by agreeing to compensate the policyholder if a specified uncertain future event (the insured event) adversely affects the policyholder. Due to the nature of the products sold - predominantly property and motor - the insurance protection is provided on an even basis throughout the term of the policy.  Consequently, written premiums are recognised over the period of the policy. Insurance premiums exclude insurance premium tax. Unearned premiums represent the proportion of the net premiums that relate to periods of insurance after the balance sheet date and are calculated over the period of exposure under the policy, on a daily or 24th's basis, or allowing for the estimated incidence of exposure under policies which are longer than twelve months. Provision is made where necessary for the estimated amount of claims over and above unearned premiums including that in respect of future written business on discontinued lines under the run-off of delegated underwriting authority arrangements. The provision is designed to meet future claims and related expenses and is calculated across related classes of business on the basis of a separate carry forward of deferred acquisition expenses after making allowance for investment income.

Acquisition expenses relating to new and renewed business for all classes of general insurance business are expensed over the period during which the premiums are earned. The principal acquisition costs so deferred are commissions payable, and costs associated with the telesales and underwriting staff.  Claims and the related reinsurance are recognised in the accounting period in which the loss occurs. The Group cedes insurance risk in the normal course of business.  Reinsurance assets represent balances due from reinsurance companies.  Amounts recoverable from reinsurers are estimated on a basis consistent with the outstanding claims provision or settled claims associated with the reinsurer's policies and are in accordance with the related reinsurance contract.  Reinsurance assets are reviewed for impairment at each reporting date or more frequently when an indication of impairment arises during the reporting year. Provision is made for the cost of settling outstanding claims at the balance sheet date, including claims estimated to have been incurred but not yet reported at that date, and claims handling expenses. Provisions are only discounted where claims, principally motor, either have been or are expected to be settled by periodical payments. Related reinsurance receivables are recognised on the same basis and at the same time.

 
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Accounting policies continued


Life assurance
The Group's long-term assurance contracts include whole-life term assurance, endowment assurance, flexible whole-life, pension and annuity contracts that are expected to remain in force for an extended period of time. Long-term assurance contracts under which the Group does not accept significant insurance risk are classified as financial instruments.

The Group recognises the value of in-force long-term assurance contracts as an asset. Cash flows associated with in-force contracts and related assets, including reinsurance cash flows, are projected, using appropriate assumptions as to future mortality, persistency and levels of expenses and excluding the value of future investment margins, to estimate future surpluses attributable to the Group. These surpluses, discounted at a risk-adjusted rate, are recognised as a separate asset. Changes in the value of this asset are included in profit or loss.

Premiums on long-term insurance contracts are recognised as income when receivable. Claims on long-term insurance contracts reflect the cost of all claims arising during the year, including claims handling costs. Claims are recognised when the Group becomes aware of the claim.

Reinsurance
The Group has reinsurance treaties that transfer significant insurance risk. Liabilities for reinsured contracts are calculated gross of reinsurance and a separate reinsurance asset recorded.

13. Provisions
The Group recognises a provision for a present obligation resulting from a past event when it is more likely than not that it will be required to transfer economic benefits to settle the obligation and the amount of the obligation can be estimated reliably.

Provision is made for restructuring costs, including the costs of redundancy, when the Group has a constructive obligation to restructure. An obligation exists when the Group has a detailed formal plan for the restructuring and has raised a valid expectation in those affected by starting to implement the plan or announcing its main features.

If the Group has a contract that is onerous, it recognises the present obligation under the contract as a provision. An onerous contract is one where the unavoidable costs of meeting the Group’s contractual obligations exceed the expected economic benefits. When the Group vacates a leasehold property, a provision is recognised for the costs under the lease less any expected economic benefits (such as rental income).

Contingent liabilities are possible obligations arising from past events , whose existence will be confirmed only by uncertain future events , or present obligations arising from past events that are not recognised because either an outflow of economic benefits is not probable or the amount of the obligation cannot be reliably measured. Contingent liabilities are not recognised but information about them is disclosed unless the possibility of any outflow of economic benefits in settlement is remote.

14. Tax
Income tax expense or income, comprising current tax and deferred tax, is recorded in the income statement except income tax on items recognised outside profit or loss which is credited or charged to other comprehensive income or to equity as appropriate.

Current tax is income tax payable or recoverable in respect of the taxable profit or loss for the year arising in income or in equity.  Provision is made for current tax at rates enacted or substantively enacted at the balance sheet date.

Deferred tax is the tax expected to be payable or recoverable in respect of temporary differences between the carrying amount of an asset or liability for accounting purposes and its carrying amount for tax purposes.  Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered.  Deferred tax is not recognised on temporary differences that arise from initial recognition of an asset or a liability in a transaction (other than a business combination) that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is calculated using tax rates expected to apply in the periods when the assets will be realised or the liabilities settled, based on tax rates and laws enacted, or substantively enacted, at the balance sheet date.

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to offset and where they relate to income taxes levied by the same taxation authority either on an individual Group company or on Group companies in the same tax group that intend, in future periods, to settle current tax liabilities and assets on a net basis or on a gross basis simultaneously.

15. Financial assets
On initial recognition, financial assets are classified into held-to-maturity investments; held-for-trading; designated as at fair value through profit or loss; loans and receivables; or available-for-sale financial assets.  Regular way purchases of financial assets classified as loans and receivables are recognised on settlement date; all other regular way transactions in financial assets are recognised on trade date.

Held-to-maturity investments - a financial asset may be classified as a held-to-maturity investment only if it has fixed or determinable payments, a fixed maturity and the Group has the positive intention and ability to hold to maturity. Held-to-maturity investments are initially recognised at fair value plus directly related transaction costs. They are subsequently measured at amortised cost using the effective interest method (see Accounting policy 3) less any impairment losses.

Held-for-trading - a financial asset is classified as held-for-trading if it is acquired principally for sale in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking, or it is a derivative (not in a qualifying hedge relationship). Held-for-trading financial assets are recognised at fair value with transaction costs being recognised in profit or loss.  Subsequently they are measured at fair value. Gains and losses on held-for-trading financial assets are recognised in profit or loss as they arise.

 
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Designated as at fair value through profit or loss - financial assets may be designated as at fair value through profit or loss only if such designation (a) eliminates or significantly reduces a measurement or recognition inconsistency; or (b) applies to a group of financial assets, financial liabilities or both, that the Group manages and evaluates on a fair value basis; or (c) relates to an instrument that contains an embedded derivative which is not evidently closely related to the host contract. Financial assets that the Group designates on initial recognition as being at fair value through profit or loss are recognised at fair value, with transaction costs being recognised in profit or loss, and are subsequently measured at fair value. Gains and losses on financial assets that are designated as at fair value through profit or loss are recognised in profit or loss as they arise.

In 2009, financial assets designated as at fair value through profit or loss included policyholders' assets underpinning insurance and investment contracts issued by the Group's life assurance businesses.  Fair value designation significantly reduces the measurement inconsistency that would arise if these assets were classified as available-for-sale.

Loans and receivables - non-derivative financial assets with fixed or determinable repayments that are not quoted in an active market are classified as loans and receivables, except those that are classified as available-for-sale or as held-for-trading, or designated as at fair value through profit or loss. Loans and receivables are initially recognised at fair value plus directly related transaction costs. They are subsequently measured at amortised cost using the effective interest method (see Accounting policy 3) less any impairment losses.

Available-for-sale financial assets - financial assets that are not classified as held-to-maturity; held-for-trading; designated as at fair value through profit or loss; or loans and receivables are classified as available-for-sale. Financial assets can be designated as available-for-sale on initial recognition. Available-for-sale financial assets are initially recognised at fair value plus directly related transaction costs. They are subsequently measured at fair value. Unquoted equity investments whose fair value cannot be measured reliably are carried at cost and classified as available-for-sale financial assets. Impairment losses and exchange differences resulting from retranslating the amortised cost of foreign currency monetary available-for-sale financial assets are recognised in profit or loss together with interest calculated using the effective interest method (see Accounting policy 3) as are gains and losses attributable to the hedged risk on available-for-sale financial assets that are hedged items in fair value hedges (see Accounting policy 24). Other changes in the fair value of available-for-sale financial assets and any related tax are reported in other comprehensive income until disposal, when the cumulative gain or loss is reclassified from equity to profit or loss.
 
Reclassifications - held-for-trading and available-for-sale financial assets that meet the definition of loans and receivables (non-derivative financial assets with fixed or determinable payments that are not quoted in an active market) may be reclassified to loans and receivables if the Group has the intention and ability to hold the financial asset for the foreseeable future or until maturity. The Group typically regards the foreseeable future as twelve months from the date of reclassification. Additionally, held-for-trading financial assets that do not meet the definition of loans and receivables may, in rare circumstances, be transferred to available-for-sale financial assets or to held-to-maturity investments. Reclassifications are made at fair value. This fair value becomes the asset's new cost or amortised cost as appropriate. Gains and losses recognised up to the date of reclassification are not reversed.

Fair value for a net open position in a financial asset that is quoted in an active market is the current bid price times the number of units of the instrument held. Fair values for financial assets not quoted in an active market are determined using appropriate valuation techniques including discounting future cash flows, option pricing models and other methods that are consistent with accepted economic methodologies for pricing financial assets.

16. Impairment of financial assets
The Group assesses at each balance sheet date whether there is any objective evidence that a financial asset or group of financial assets classified as held-to-maturity, available-for-sale or loans and receivables is impaired. A financial asset or portfolio of financial assets is impaired and an impairment loss incurred if there is objective evidence that an event or events since initial recognition of the asset have adversely affected the amount or timing of future cash flows from the asset.

Financial assets carried at amortised cost - if there is objective evidence that an impairment loss on a financial asset or group of financial assets classified as loans and receivables or as held-to-maturity investments has been incurred, the Group measures the amount of the loss as the difference between the carrying amount of the asset or group of assets and the present value of estimated future cash flows from the asset or group of assets discounted at the effective interest rate of the instrument at initial recognition. For collateralised loans and receivables, estimated future cash flows include cash flows that may result from foreclosure less the costs of obtaining and selling the collateral, whether or not foreclosure is probable.

Where, in the course of the orderly realisation of a loan, it is exchanged for equity shares or property, the exchange is accounted for as the sale of the loan and the acquisition of equity securities or investment property. Where the Group’s interest in equity shares following the exchange is such that the Group controls an entity, that entity is consolidated.

 
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Accounting policies continued


Impairment losses are assessed individually for financial assets that are individually significant and individually or collectively for assets that are not individually significant. In making collective assessment of impairment, financial assets are grouped into portfolios on the basis of similar risk characteristics. Future cash flows from these portfolios are estimated on the basis of the contractual cash flows and historical loss experience for assets with similar credit risk characteristics. Historical loss experience is adjusted, on the basis of observable data, to reflect current conditions not affecting the period of historical experience. Impairment losses are recognised in profit or loss and the carrying amount of the financial asset or group of financial assets reduced by establishing an allowance for impairment losses. If, in a subsequent period, the amount of the impairment loss reduces and the reduction can be ascribed to an event after the impairment was recognised, the previously recognised loss is reversed by adjusting the allowance. Once an impairment loss has been recognised on a financial asset or group of financial assets, interest income is recognised on the carrying amount using the rate of interest at which estimated future cash flows were discounted in measuring impairment.

Impaired loans and receivables are written off, i.e. the impairment provision is applied in writing down the loan's carrying value partially or in full, when the Group concludes that there is no longer any realistic prospect of recovery of part or all of the loan. For portfolios that are collectively assessed for impairment, the timing of write off principally reflects historic recovery experience for each portfolio. For loans that are individually assessed for impairment, the timing of write off is determined on a case-by-case basis. Such loans are reviewed regularly and write offs will be prompted by bankruptcy, insolvency, restructuring and similar events. Most debt is written off within five years of the recognition of the initial impairment. It is not the Group’s usual practice to write-off all or part of the asset at the time an impairment loss is recognised; it may however, take place in rare circumstances. Amounts recovered after a loan has been written off are credited to the loan impairment charge for the period in which they are received.

Financial assets carried at fair value - when a decline in the fair value of a financial asset classified as available-for-sale has been recognised directly in other comprehensive income and there is objective evidence that it is impaired, the cumulative loss is reclassified from equity to profit or loss. The loss is measured as the difference between the amortised cost of the financial asset and its current fair value. Impairment losses on available-for-sale equity instruments are not reversed through profit or loss, but those on available-for-sale debt instruments are reversed, if there is an increase in fair value that is objectively related to a subsequent event.

17. Financial liabilities
On initial recognition, financial liabilities are classified into held-for-trading; designated as at fair value through profit or loss; or amortised cost.  Issues of financial liabilities measured at amortised cost are recognised on settlement date; all other regular way transactions in financial liabilities are recognised on trade date .
 
Held-for-trading - a financial liability is classified as held-for-trading if it is incurred principally for repurchase in the near term, or forms part of a portfolio of financial instruments that are managed together and for which there is evidence of short-term profit taking, or it is a derivative (not in a qualifying hedge relationship). Held-for-trading financial liabilities are recognised at fair value with transaction costs being recognised in profit or loss. Subsequently they are measured at fair value. Gains and losses are recognised in profit or loss as they arise.

Designated as at fair value through profit or loss - financial liabilities may be designated as at fair value through profit or loss only if such designation (a) eliminates or significantly reduces a measurement or recognition inconsistency; or (b) applies to a group of financial assets, financial liabilities or both that the Group manages and evaluates on a fair value basis; or (c) relates to an instrument that contains an embedded derivative which is not evidently closely related to the host contract.

Financial liabilities that the Group designates on initial recognition as being at fair value through profit or loss are recognised at fair value, with transaction costs being recognised in profit or loss, and are subsequently measured at fair value. Gains and losses on financial liabilities that are designated as at fair value through profit or loss are recognised in profit or loss as they arise.

Financial liabilities designated as at fair value through profit or loss include structured liabilities issued by the Group: designation significantly reduces the measurement inconsistency between these liabilities and the related derivatives carried at fair value; and in 2009 investment contracts issued by the Group's life assurance businesses: fair value designation significantly reduces the measurement inconsistency that would arise if these liabilities were measured at amortised cost.

Amortised cost - all other financial liabilities are measured at amortised cost using the effective interest method (see Accounting policy 3).

Fair value for a net open position in a financial liability that is quoted in an active market is the current offer price times the number of units of the instrument issued. Fair values for financial liabilities not quoted in an active market are determined using appropriate valuation techniques including discounting future cash flows, option pricing models and other methods that are consistent with accepted economic methodologies for pricing financial liabilities.

18. Financial guarantee contracts
Under a financial guarantee contract, the Group, in return for a fee, undertakes to meet a customer’s obligations under the terms of a debt instrument if the customer fails to do so. A financial guarantee is recognised as a liability; initially at fair value and, if not designated as at fair value through profit or loss, subsequently at the higher of its initial value less cumulative amortisation and any provision under the contract measured in accordance with Accounting policy 13. Amortisation is calculated so as to recognise fees receivable in profit or loss over the period of the guarantee.

 
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19. Loan commitments
Provision is made for loan commitments, other than those classified as held-for-trading, if it is probable that the facility will be drawn and the resulting loan will be recognised at a value less than the cash advanced. Syndicated loan commitments in excess of the level of lending under the commitment approved for retention by the Group are classified as held-for-trading and measured at fair value.

20. Derecognition
A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired or when it has been transferred and the transfer qualifies for derecognition. A transfer requires that the Group either (a) transfers the contractual rights to receive the asset's cash flows; or (b) retains the right to the asset's cash flows but assumes a contractual obligation to pay those cash flows to a third party. After a transfer, the Group assesses the extent to which it has retained the risks and rewards of ownership of the transferred asset. The asset remains on the balance sheet if substantially all the risks and rewards have been retained. It is derecognised if substantially all the risks and rewards have been transferred. If substantially all the risks and rewards have been neither retained nor transferred, the Group assesses whether or not it has retained control of the asset. If it has not retained control, the asset is derecognised. Where the Group has retained control of the asset, it continues to recognise the asset to the extent of its continuing involvement.

A financial liability is removed from the balance sheet when the obligation is discharged, or cancelled, or expires. On the redemption or settlement of debt securities (including subordinated liabilities) issued by the Group, the Group derecognises the debt instrument and records a gain or loss being the difference between the debt's carrying amount and the cost of redemption or settlement. The same treatment applies where the debt is exchanged for a new debt issue that has terms substantially different from those of the existing debt. The assessment of whether the terms of the new debt instrument are substantially different takes into account qualitative and quantitative characteristics including a comparison of the present value of the cash flows under the new terms with present value of the remaining cash flows of the original debt issue discounted at the effective interest rate of the original debt issue.

21. Sale and repurchase transactions
Securities subject to a sale and repurchase agreement under which substantially all the risks and rewards of ownership are retained by the Group continue to be shown on the balance sheet and the sale proceeds recorded as a financial liability. Securities acquired in a reverse sale and repurchase transaction under which the Group is not exposed to substantially all the risks and rewards of ownership are not recognised on the balance sheet and the consideration paid is recorded as a financial asset.

Securities borrowing and lending transactions are usually secured by cash or securities advanced by the borrower. Borrowed securities are not recognised on the balance sheet or lent securities derecognised. Cash collateral given or received is treated as a loan or deposit; collateral in the form of securities is not recognised. However, where securities borrowed are transferred to third parties, a liability for the obligation to return the securities to the stock lending counterparty is recorded.

22. Netting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Group currently has a legally enforceable right to set off the recognised amounts and it intends either to settle on a net basis or to realise the asset and settle the liability simultaneously. The Group is party to a number of arrangements, including master netting agreements, that give it the right to offset financial assets and financial liabilities but where it does not intend to settle the amounts net or simultaneously and therefore the assets and liabilities concerned are presented gross.

23. Capital instruments
The Group classifies a financial instrument that it issues as a liability if it is a contractual obligation to deliver cash or another financial asset, or to exchange financial assets or financial liabilities on potentially unfavourable terms and as equity if it evidences a residual interest in the assets of the Group after the deduction of liabilities. The components of a compound financial instrument issued by the Group are classified and accounted for separately as financial assets, financial liabilities or equity as appropriate.

Incremental costs that are directly attributable to an equity transaction are deducted from equity net of any related tax.

The consideration for any ordinary shares of the company purchased by the Group (treasury shares) is deducted from equity.  On the cancellation of treasury shares their nominal value is removed from equity and any excess of consideration over nominal value is treated in accordance with the capital maintenance provisions of the Companies Act.  On the sale or reissue of treasury shares the consideration received is credited to equity, net of any directly attributable incremental costs and related tax.

24. Derivatives and hedging
Derivative financial instruments are initially recognised, and subsequently measured, at fair value. Derivative fair values are determined from quoted prices in active markets where available. Where there is no active market for an instrument, fair value is derived from prices for the derivative's components using appropriate pricing or valuation models.

A derivative embedded in a contract is accounted for as a stand-alone derivative if its economic characteristics are not closely related to the economic characteristics of the host contract; unless the entire contract is measured at fair value with changes in fair value recognised in profit or loss.

Gains and losses arising from changes in the fair value of derivatives that are not the hedging instrument in a qualifying hedge are recognised as they arise in profit or loss.   Gains and losses are recorded in Income from trading activities except for gains and losses on those derivatives that are managed together with financial instruments designated at fair value; these gains and losses are included in Other operating income.


 
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Accounting policies continued

The Group enters into three types of hedge relationship: hedges of changes in the fair value of a recognised asset or liability or firm commitment (fair value hedges); hedges of the variability in cash flows from a recognised asset or liability or a highly probable forecast transaction (cash flow hedges); and hedges of the net investment in a foreign operation.

Hedge relationships are formally designated and documented at inception. The documentation identifies the hedged item and the hedging instrument and details the risk that is being hedged and the way in which effectiveness will be assessed at inception and during the period of the hedge. If the hedge is not highly effective in offsetting changes in fair values or cash flows attributable to the hedged risk, consistent with the documented risk management strategy, hedge accounting is discontinued.  Hedge accounting is also discontinued if the Group revokes the designation of a hedge relationship.

Fair value hedge - in a fair value hedge, the gain or loss on the hedging instrument is recognised in profit or loss. The gain or loss on the hedged item attributable to the hedged risk is recognised in profit or loss and, where the hedged item is measured at amortised cost, adjusts the carrying amount of the hedged item. Hedge accounting is discontinued if the hedge no longer meets the criteria for hedge accounting; or if the hedging instrument expires or is sold, terminated or exercised; or if hedge designation is revoked. If the hedged item is one for which the effective interest rate method is used, any cumulative adjustment is amortised to profit or loss over the life of the hedged item using a recalculated effective interest rate.

Cash flow hedge - in a cash flow hedge, the effective portion of the gain or loss on the hedging instrument is recognised in other comprehensive income and the ineffective portion in profit or loss. When the forecast transaction results in the recognition of a financial asset or financial liability, the cumulative gain or loss is reclassified from equity to profit or loss in the same periods in which the hedged forecast cash flows affect profit or loss. Otherwise the cumulative gain or loss is removed from equity and recognised in profit or loss at the same time as the hedged transaction. Hedge accounting is discontinued if the hedge no longer meets the criteria for hedge accounting; if the hedging instrument expires or is sold, terminated or exercised; if the forecast transaction is no longer expected to occur; or if hedge designation is revoked. On the discontinuance of hedge accounting (except where a forecast transaction is no longer expected to occur), the cumulative unrealised gain or loss in equity is recognised in profit or loss when the hedged cash flows occur or, if the forecast transaction results in the recognition of a financial asset or financial liability, when the hedged forecast cash flows affect profit or loss. Where a forecast transaction is no longer expected to occur, the cumulative unrealised gain or loss in equity is recognised in profit or loss immediately.
 
Hedge of net investment in a foreign operation - in the hedge of a net investment in a foreign operation, the portion of foreign exchange differences arising on the hedging instrument determined to be an effective hedge is recognised in other comprehensive income. Any ineffective portion is recognised in profit or loss. Non-derivative financial liabilities as well as derivatives may be the hedging instrument in a net investment hedge.  On disposal or partial disposal of a foreign operation, the amount accumulated in equity is reclassified from equity to profit or loss.

25. Share-based compensation
The Group operates a number of share-based compensation schemes under which it awards RBSG shares and share options to its employees.  Such awards are generally subject to vesting conditions: conditions that vary the amount of cash or shares to which an employee is entitled.  Vesting conditions include service conditions (requiring the employee to complete a specified period of service) and performance conditions (requiring the employee to complete a specified period of service and specified performance targets to be met).  Other conditions to which an award is subject are non-vesting conditions (such as a requirement to save throughout the vesting period).

The cost of employee services received in exchange for an award of shares or share options granted is measured by reference to the fair value of the shares or share options on the date the award is granted and takes into account non-vesting conditions and market performance conditions (conditions related to the market price of RBSG shares): an award is treated as vesting irrespective of whether any market performance condition or non-vesting condition is met.  The fair value of options granted is estimated using valuation techniques which incorporate exercise price, term, risk-free interest rates, the current share price and its expected volatility.  The cost is expensed on a straight-line basis over the vesting period (the period during which all the specified vesting conditions must be satisfied) with a corresponding increase in equity in an equity-settled award, or a corresponding liability in a cash-settled award.  The cost is adjusted for vesting conditions (other than market performance conditions) so as to reflect the number of shares or share options that actually vest.

If an award is modified, the original cost continues to be recognised as if there had been no modification.  Where modification increases the fair value of the award, this increase is recognised as an expense over the modified vesting period.  A new award of shares or share options is treated as the modification of a cancelled award if, on the date the new award is granted, the Group identifies them as replacing the cancelled award.  The cancellation of an award through failure to meet non-vesting conditions triggers an immediate expense for any unrecognised element of the cost of an award.

 
281

 

26. Cash and cash equivalents
In the cash flow statement, cash and cash equivalents comprises cash and demand deposits with banks together with short-term highly liquid investments that are readily convertible to known amounts of cash and subject to insignificant risk of change in value.

Critical accounting policies and key sources of estimation uncertainty
The reported results of the Group are sensitive to the accounting policies, assumptions and estimates that underlie the preparation of its financial statements. UK company law and IFRS require the directors, in preparing the Group's financial statements, to select suitable accounting policies, apply them consistently and make judgements and estimates that are reasonable and prudent. In the absence of an applicable standard or interpretation, IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’, requires management to develop and apply an accounting policy that results in relevant and reliable information in the light of the requirements and guidance in IFRS dealing with similar and related issues and the IASB's ‘Framework for the Preparation and Presentation of Financial Statements’. The judgements and assumptions involved in the Group's accounting policies that are considered by the Board to be the most important to the portrayal of its financial condition are discussed below. The use of estimates, assumptions or models that differ from those adopted by the Group would affect its reported results.

Loan impairment provisions
The Group's loan impairment provisions are established to recognise incurred impairment losses in its portfolio of loans classified as loans and receivables and carried at amortised cost. A loan is impaired when there is objective evidence that events since the loan was granted have affected expected cash flows from the loan. Such objective evidence, indicative that a borrower’s financial condition has deteriorated , can include for loans that are individually assessed: the non-payment of interest or principal; debt restructuring; probable bankruptcy or liquidation; significant reduction in the value of any security; breach of limits or covenants; and deteriorating trading performance and, for collectively assessed portfolios: the borrowers’ payment status and observable data about relevant macroeconomic measures.

The impairment loss is the difference between the carrying value of the loan and the present value of estimated future cash flows at the loan's original effective interest rate.

At 31 December 2011, loans and advances to customers classified as loans and receivables totalled £427,805 million (2010 - £482,710 million; 2009 - £671,037 million) and customer loan impairment provisions amounted to £19,760 million (2010 - £18,055 million; 2009 - £17,126 million).

There are two components to the Group's loan impairment provisions: individual and collective.

Individual component - all impaired loans that exceed specific thresholds are individually assessed for impairment. Individually assessed loans principally comprise the Group's portfolio of commercial loans to medium and large businesses. Impairment losses are recognised as the difference between the carrying value of the loan and the discounted value of management's best estimate of future cash repayments and proceeds from any security held. These estimates take into account the customer's debt capacity and financial flexibility; the level and quality of its earnings; the amount and sources of cash flows; the industry in which the counterparty operates; and the realisable value of any security held. Estimating the quantum and timing of future recoveries involves significant judgement. The size of receipts will depend on the future performance of the borrower and the value of security, both of which will be affected by future economic conditions; additionally, collateral may not be readily marketable. The actual amount of future cash flows and the date they are received may differ from these estimates and consequently actual losses incurred may differ from those recognised in these financial statements.

Collective component - this is made up of two elements: loan impairment provisions for impaired loans that are below individual assessment thresholds (collectively assessed provisions) and for loan losses that have been incurred but have not been separately identified at the balance sheet date (latent loss provisions). Collectively assessed provisions are established on a portfolio basis using a present value methodology taking into account the level of arrears, security, past loss experience, credit scores and defaults based on portfolio trends. The most significant factors in establishing these provisions are the expected loss rates and the related average life. These portfolios include credit card receivables and other personal advances including mortgages. The future credit quality of these portfolios is subject to uncertainties that could cause actual credit losses to differ materially from reported loan impairment provisions. These uncertainties include the economic environment, notably interest rates and their effect on customer spending, the unemployment level, payment behaviour and bankruptcy trends. Latent loss provisions are held against estimated impairment losses in the performing portfolio that have yet to be identified as at the balance sheet date. To assess the latent loss within its portfolios, the Group has developed methodologies to estimate the time that an asset can remain impaired within a performing portfolio before it is identified and reported as such.
 
 
 
282

 
Accounting policies continued

 
Pensions
The Group operates a number of defined benefit pension schemes as described in Note 4 on the accounts. The assets of the schemes are measured at their fair value at the balance sheet date. Scheme liabilities are measured using the projected unit method, which takes account of projected earnings increases, using actuarial assumptions that give the best estimate of the future cash flows that will arise under the scheme liabilities. These cash flows are discounted at the interest rate applicable to high-quality corporate bonds of the same currency and term as the liabilities. Any recognisable surplus or deficit of scheme assets over liabilities is recorded in the balance sheet as an asset (surplus) or liability (deficit).

In determining the value of scheme liabilities, financial and demographic assumptions are made including price inflation, pension increases, earnings growth and the longevity of scheme members. A range of assumptions could be adopted in valuing the schemes' liabilities. Different assumptions could significantly alter the amount of the surplus or deficit recognised in the balance sheet and the pension cost charged to the income statement. The assumptions adopted for the Group's pension schemes are set out in Note 4 on the accounts, together with sensitivities of the balance sheet and income statement to changes in those assumptions.

A pension asset of £188 million and a liability of £2,239 million were recognised on the balance sheet at 31 December 2011 (2010 - asset  £105 million, liability £2,288 million; 2009 - asset £58 million, liability £2,963 million).

Fair value - financial instruments
Financial instruments classified as held-for-trading or designated as at fair value through profit or loss and financial assets classified as available-for-sale are recognised in the financial statements at fair value. All derivatives are measured at fair value. Gains or losses arising from changes in the fair value of financial instruments classified as held-for-trading or designated as at fair value through profit or loss are included in the income statement. Unrealised gains and losses on available-for-sale financial assets are recognised directly in equity unless an impairment loss is recognised.

Financial instruments measured at fair value include:

Loans and advances (held-for-trading and designated as at fair value though profit or loss) - principally comprise reverse repurchase agreements (reverse repos) and cash collateral.

Debt securities (held-for-trading, designated as at fair value though profit or loss and available-for-sale) - debt securities include those issued by governments, municipal bodies, mortgage agencies and financial institutions as well as corporate bonds, debentures and residual interests in securitisations.

Equity securities (held-for-trading, designated as at fair value though profit or loss and available-for-sale) - comprise equity shares of companies or corporations both listed and unlisted.

Deposits by banks and customer accounts (held-for-trading and designated as at fair value though profit or loss) - deposits measured at fair value principally include repurchase agreements (repos), cash collateral and investment contracts issued by the Group's life assurance businesses.

Debt securities in issue (held-for-trading and designated as at fair value though profit or loss) - principally comprise medium term notes.

Short positions (held-for-trading) - arise in dealing and market making activities where debt securities and equity shares are sold which the Group does not currently possess.

Derivatives - these include swaps (currency swaps, interest rate swaps, credit default swaps, total return swaps and equity and equity index swaps), forward foreign exchange contracts, forward rate agreements, futures (currency, interest rate and equity) and options (exchange-traded options on currencies, interest rates and equities and equity indices and OTC currency and equity options, interest rate caps and floors and swaptions).

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. Fair values are determined from quoted prices in active markets for identical financial assets or financial liabilities where these are available. Fair value for a net open position in a financial instrument in an active market is the number of units of the instrument held times the current bid price (for financial assets) or offer price (for financial liabilities). In determining the fair value of derivative financial instruments gross long and short positions measured at current mid market prices are adjusted by bid-offer reserves calculated on a portfolio basis. Credit valuation adjustments are made when valuing derivative financial assets to incorporate counterparty credit risk. Adjustments are also made when valuing financial liabilities to reflect the Group’s own credit standing. Where the market for a financial instrument is not active, fair value is established using a valuation technique. These valuation techniques involve a degree of estimation, the extent of which depends on the instrument’s complexity and the availability of market-based data. More details about the Group’s valuation methodologies and the sensitivity to reasonably possible alternative assumptions of the fair value of financial instruments valued using techniques where at least one significant input is unobservable are given in Note 11 on pages 304 to 320 .



 
283

 

General insurance claims
The Group makes provision for the full cost of settling outstanding claims arising from its general insurance business at the balance sheet date, including claims estimated to have been incurred but not yet reported at that date and claims handling expenses. General insurance claims provisions amounted to £6,219 million at 31 December 2011 (2010 - £6,726 million; 2009 - £5,802 million).

Provisions are determined by management based on experience of claims settled and on statistical models which require certain assumptions to be made regarding the incidence, timing and amount of claims and any specific factors such as adverse weather conditions. Management use the work of internal and external actuaries to assess the level of gross and net outstanding claims provisions required to adopt a measurement basis of reserves which result in a provision in excess of actuarial best estimates.  In order to calculate the total provision required, the historical development of claims is analysed using statistical methodology to extrapolate, within acceptable probability parameters, the value of outstanding claims at the balance sheet date. Also included in the estimation of outstanding claims are other assumptions such as the inflationary factor used for bodily injury claims which is based on historical trends and, therefore, allows for some increase due to changes in common law and statute; and the incidence of periodical payment orders and the rate at which payments under them are discounted. Costs for both direct and indirect claims handling expenses are also included. Outward reinsurance recoveries are accounted for in the same accounting period as the direct claims to which they relate. The outstanding claims provision is based on information available to management and the eventual outcome may vary from the original assessment. Actual claims experience may differ from the historical pattern on which the estimate is based and the cost of settling individual claims may exceed that assumed.

Deferred tax
The Group makes provision for deferred tax on temporary differences where tax recognition occurs at a different time from accounting recognition. Deferred tax assets of £3,878 million were recognised as at 31 December 2011 (2010 - £6,373 million; 2009 - £7,039 million).

The Group has recognised deferred tax assets in respect of losses, principally in the UK, and temporary differences. Deferred tax assets are recognised in respect of unused tax losses to the extent that it is probable that there will be future taxable profits against which the losses can be utilised. Business projections prepared for impairment reviews (see Note 17) indicate that sufficient future taxable income will be available against which to offset these recognised deferred tax assets within six years (2010 - eight years). The Group's cumulative losses are principally attributable to the recent unparalleled market conditions. Deferred tax assets of £3,246 million (2010 - £2,008 million; 2009 - £2,163 million) have not been recognised in respect of tax losses carried forward in jurisdictions where doubt exists over the availability of future taxable profits.

Accounting developments
International Financial Reporting Standards
The IASB issued IFRS 9 ‘Financial Instruments’ in November 2009 simplifying the classification and measurement requirements in IAS 39 in respect of financial assets. The standard reduces the measurement categories for financial assets to two: fair value and amortised cost. A financial asset is classified on the basis of the entity's business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. Only assets with contractual terms that give rise to cash flows on specified dates that are solely payments of principal and interest on principal and which are held within a business model whose objective is to hold assets in order to collect contractual cash flows are classified as amortised cost. All other financial assets are measured at fair value. Changes in the value of financial assets measured at fair value are generally taken to profit or loss.

In October 2010, IFRS 9 was updated to include requirements in respect of the classification and measurement of liabilities. These do not differ markedly from those in IAS 39 except for the treatment of changes in the fair value of financial liabilities that are designated as at fair value through profit or loss attributable to own credit; these must be presented in other comprehensive income.

In December 2010, the IASB issued amendments to IFRS 9 and to IFRS 7 ‘Financial Instruments: Disclosures’ delaying the effective date of IFRS 9 to annual periods beginning on or after 1 January 2015 and introducing revised transitional arrangements including additional transition disclosures.  If an entity implements IFRS 9 in 2012 the amendments permit it either to restate comparative periods or to provide the additional disclosures.  The additional transition disclosures must be given if implementation takes place after 2012.

IFRS 9 makes major changes to the framework for the classification and measurement of financial instruments and will have a significant effect on the Group's financial statements. The Group is assessing the effect of IFRS 9 which will depend on the outcome of the other phases of the IASB's IAS 39 replacement project and on the outcome the IASB’s tentative decision at its December 2011 meeting to reconsider the following topics:

·   
additional application guidance to clarify how the instrument characteristics test was intended to be applied.

·   
bifurcation of financial assets, after considering any additional guidance for the instrument characteristics test.

·   
expanded use of other comprehensive income or a third business model for some debt instruments.

‘Disclosures - Transfers of Financial Assets (Amendments to IFRS 7)’ was published by the IASB in October 2010.  This replaces IFRS 7’s existing derecognition disclosure requirements with disclosures about (a) transferred assets that are not derecognised in their entirety and (b) transferred assets that are derecognised in their entirety but where an entity has continuing involvement in the transferred asset.  The amendments are effective for annual periods beginning on or after 1 July 2011.
 
284

 
Accounting policies continued


The IASB issued an amendment to IAS 12 ‘Income Taxes’ in December 2010 to clarify that recognition of deferred tax should have regard to the expected manner of recovery or settlement of the asset or liability. The amendment and consequential withdrawal of SIC 21 ‘Deferred Tax: Recovery of Underlying Assets’, effective for annual periods beginning on or after 1 January 2012, is not expected to have a material effect on the Group or the company.

In May 2011, the IASB issued six new or revised standards:

IFRS 10 ‘Consolidated Financial Statements’ which replaces SIC-12 ‘Consolidation - Special Purpose Entities’ and the consolidation elements of the existing IAS 27 ‘Consolidated and Separate Financial Statements’.  The new standard adopts a single definition of control: a reporting entity controls another entity when the reporting entity has the power to direct the activities of that other entity to generate returns for the reporting entity.

IAS 27 ‘Separate Financial Statements’ which comprises those parts of the existing IAS 27 that dealt with separate financial statements.

IFRS 11 ‘Joint Arrangements’, which supersedes IAS 31’ Interests in Joint Ventures’, distinguishes between joint operations and joint ventures. Joint operations are accounted for by the investor recognising its assets and liabilities including its share of any assets held and liabilities incurred jointly and its share of revenues and costs. Joint ventures are accounted for in the investor’s consolidated accounts using the equity method.

IAS 28 ‘Investments in Associates and Joint Ventures’ covers joint ventures as well as associates; both must be accounted for using the equity method. The mechanics of the equity method are unchanged.

IFRS 12 ‘Disclosure of Interests in Other Entities’ covers disclosures for entities reporting under IFRS 10 and IFRS 11 replacing those in IAS 28 and IAS 27. Entities are required to disclose information that helps financial statement readers evaluate the nature, risks and financial effects associated with an entity’s interests in subsidiaries, in associates and joint arrangements and in unconsolidated structured entities.
 
IFRS 13 ‘Fair Value Measurement’ which sets out a single IFRS framework for defining and measuring fair value and requiring disclosures about fair value measurements.

The standards are effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted. The Group is reviewing the standards to determine their effect on the Group’s financial reporting.

In June 2011, the IASB issued amendments to two standards:

Amendments to IAS 1 ‘Presentation of Items of Other Comprehensive Income’ require items that will never be recognised in profit or loss to be presented separately in other comprehensive income from those that are subject to subsequent reclassification. The amendments are effective for annual periods beginning on or after 1 July 2012. Earlier application is permitted.

Amendments IAS 19 ‘Employee Benefits’ require the immediate recognition of all actuarial gains and losses eliminating the ‘corridor approach’; interest cost to be calculated on the net pension liability or asset at the appropriate corporate bond rate; and all past service costs to be recognised immediately when a scheme is curtailed or amended.

These amendments are effective for annual periods beginning on or after 1 January 2013. Earlier application is permitted.  The Group is reviewing the amendments to determine their effect on the Group’s financial reporting.

In December 2011, the IASB issued ’Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32)’ and ‘Disclosures-Offsetting Financial Assets and Financial Liabilities (Amendments to IFRS 7)’. The amendment to IAS 32 adds application guidance on the meaning of ‘a legally enforceable right to set off’ and on simultaneous settlement.   IFRS 7 is amended to require disclosures facilitating comparisons between those entities reporting under IFRS and those reporting under US GAAP.  The amendments are effective for annual periods beginning on or after 1 January 2014 and are required to be applied retrospectively .

 
285

 
Notes on the consolidated accounts

1 Net interest income
 
2011 
2010 
2009 
 
£m 
£m 
£m 
Loans and advances to customers
17,969 
18,889 
21,356 
Loans and advances to banks
697 
591 
830 
Debt securities
2,744 
3,296 
4,125 
Interest receivable
21,410 
22,776 
26,311  
       
Customer accounts: demand deposits
1,147 
1,228 
970 
Customer accounts: savings deposits
1,307 
1,148 
1,245 
Customer accounts: other time deposits
1,075 
1,345 
2,546 
Deposits by banks
982 
1,333 
2,898 
Debt securities in issue
3,371 
3,277 
4,482 
Subordinated liabilities
740 
417 
1,291 
Internal funding of trading businesses
109 
(181)
(509)
Interest payable
8,731 
8,567 
12,923  
       
Net interest income
12,679 
14,209 
13,388  
 
 
 
286

 
Notes on the consolidated accounts continued

 
2 Non-interest income (excluding insurance net premium income)
 
2011 
2010 
2009 
 
£m 
£m  
£m  
Fees and commissions receivable
     
Payment services
1,498 
1,638 
1,776 
Credit and debit card fees
1,093 
2,432 
2,389 
Lending (credit facilities)
1,707 
1,863 
2,433 
Brokerage
631 
652 
450 
Trade finance
410 
423 
370 
Investment management
525 
568 
627 
Other
520 
617 
693 
 
6,384 
8,193 
8,738  
       
Fees and commissions payable
     
Banking
(962)
(1,892)
(2,351)
Insurance related
(498)
(319)
(439)
 
(1,460)
(2,211)
(2,790)
Income from trading activities (1)
     
Foreign exchange
1,327 
1,491 
2,340 
Interest rate
760 
1,862 
3,883 
Credit
(15)
41 
(4,147)
Equities
606 
643 
843 
Commodities
390 
784 
Other
20 
90 
58 
 
2,701 
4,517 
3,761  
       
Gain on redemption of own debt (2)
255 
553 
3,790  
       
Other operating income (excluding insurance net premium income)
     
Operating lease and other rental income
1,307 
1,394 
1,323 
Changes in the fair value of own debt designated as at fair value through profit or loss attributable
  to own credit (3)
     
  - debt securities in issue
1,259 
284 
25 
  - subordinated liabilities
362 
(35)
26 
Changes in the fair value of securities and other financial assets and liabilities
150 
(180)
42 
Changes in the fair value of investment properties
(139)
(405)
(117)
Profit on sale of securities
882 
496 
162 
Profit on sale of property, plant and equipment
22 
50 
40 
Loss on sale of subsidiaries and associates
(28)
(107)
(144)
Life business (losses)/profits
(13)
90 
156  
Dividend income
62 
69 
78 
Share of profits/(losses) of associated entities
26 
70 
(268)
Other income/(loss) (4)
232 
(247)
(450)
 
4,122 
1,479 
873  

Notes:
(1)
The analysis of income from trading activities is based on how the business is organised and the underlying risks managed. Income from trading activities comprises gains and losses on financial instruments held for trading, both realised and unrealised, interest income and dividends and the related funding costs. The types of instruments include:
- Foreign exchange: spot foreign exchange contracts, currency swaps and options, emerging markets and related hedges and funding.
- Interest rate: interest rate swaps, forward foreign exchange contracts, forward rate agreements, interest rate options, interest rate futures and related hedges and funding.
- Credit: asset-backed securities, corporate bonds, credit derivatives and related hedges and funding.
- Equities: equities, equity derivatives and related hedges and funding.
- Commodities: commodities, commodity contracts and related hedges and funding.
Includes £225 million (2010 - (£75) million; 2009 - £(193) million) in relation to changes in fair value in the credit risk premium payable by the Group on debt securities in issue classified as held-for-trading.
(2)
In June 2011, the Group redeemed certain mortgage backed debt securities in exchange for cash, resulting in gains totalling £255 million being credited to profit or loss. In a series of exchange and tender offers in April 2009 and May 2010, the Group redeemed certain subordinated debt securities and equity preference shares in exchange for cash or senior debt. Gains of £553 million and £3,790 million were credited to profit or loss in 2010 and 2009 respectively.  The exchanges involving instruments classified as liabilities all met the criteria in IFRS for treatment as the extinguishment of the original liability and the recognition of a new financial liability.
(3)
Measured as the change in fair value from movements in the year in the credit risk premium payable by the Group.
(4)
Includes income from activities other than banking and insurance.
 

 
 
287

 
3 Operating expenses
 
2011 
2010 
2009 
 
£m 
£m 
£m 
Wages, salaries and other staff costs
7,367 
7,945 
8,039 
Bonus tax
27 
99 
208 
Social security costs
640 
661 
675 
Share-based compensation
197 
397 
329 
Pension costs
     
  - defined benefit schemes (see Note 4)
349 
519 
638 
  - curtailment gains (see Note 4)
— 
(78)
(2,148)
  - defined contribution schemes
98 
128 
104 
Staff costs
8,678 
9,671 
7,845 
       
Premises and equipment
2,451 
2,402 
2,594 
Other administrative expenses
4,931 
3,995 
4,449 
       
Property, plant and equipment (see Note 18)
1,267 
1,428 
1,427 
Intangible assets (see Note 17)
608 
722 
739 
Depreciation and amortisation
1,875 
2,150 
2,166 
       
Write-down of goodwill and other intangible assets
91 
10 
363 
 
18,026 
18,228 
17,417 




Bank levy
The Finance Act 2011 introduced an annual bank levy in the UK.  The levy is collected through the existing quarterly Corporation Tax collection mechanism starting with payment dates on or after 19 July 2011.

The levy is based on the total chargeable equity and liabilities as reported in the balance sheet at the end of a chargeable period. The first chargeable period for the Group was the year ended 31 December 2011. In determining the chargeable equity and liabilities the following amounts are excluded: adjusted Tier 1 capital; certain ‘protected deposits’ (for example those protected under the Financial Services Compensation Scheme); liabilities that arise from certain insurance business within banking groups; liabilities in respect of currency notes in circulation; Financial Services Compensation Scheme liabilities; liabilities representing segregated client money; and deferred tax liabilities, current tax liabilities, liabilities in respect of the levy, revaluation of property liabilities, liabilities representing the revaluation of business premises and defined benefit retirement liabilities. It is also permitted in specified circumstances to reduce certain liabilities: by netting them against certain assets; offsetting assets on the relevant balance sheets that would qualify as high quality liquid assets (in accordance with the FSA definition); and repo liabilities secured against sovereign and supranational debt.

The levy will be set at a rate of 0.088 per cent from 2012. Three different rates applied during 2011, these average to 0.075 per cent. Certain liabilities are subject to only a half rate, namely any deposits not otherwise excluded, (except for those from financial institutions and financial traders) and liabilities with a maturity greater than one year at the balance sheet date. The levy is not charged on the first £20 billion of chargeable liabilities. The cost of the levy to the Group for 2011 is £300 million (included in Other administrative expenses).  As the Group continues to target a reduction in wholesale funding, the cost should decline over time absent further rate increase.


 
288

 
Notes on the consolidated accounts continued

3 Operating expenses continued
Integration costs included in operating expenses comprise expenditure incurred in respect of cost reduction and revenue enhancement programmes connected with acquisitions made by the Group.

 
2011 
2010 
2009 
 
£m 
£m 
£m 
Staff costs
38 
210 
365 
Premises and equipment
78 
Other administrative expenses
51 
143 
398 
Depreciation and amortisation
11 
20 
18 
 
106 
376 
859 

Restructuring costs included in operating expenses comprise:
 
2011 
2010 
2009 
 
£m 
£m 
£m 
Staff costs
356 
353 
328 
Premises and equipment
156 
117 
48 
Other administrative expenses
276 
104 
51 
 
788 
574 
427 

Divestment costs included in operating expenses comprise:
 
2011 
2010 
2009 
 
£m 
£m 
£m 
Staff costs
95 
51 
— 
Premises and equipment
11 
— 
Other administrative expenses
59 
25 
— 
 
165 
82 
— 

The average number of persons employed, rounded to the nearest hundred, in the continuing operations of the Group during the year, excluding temporary staff, was 144,300 (2010 - 157,000; 2009 - 170,000); on the same basis there were no people employed in discontinued operations (2010 - 12,400; 2009 - 27,600). The average number of temporary employees during 2011 was 12,000 (2010 - 11,400; 2009 - 10,000). The number of persons employed in the continuing operations of the Group at 31 December, excluding temporary staff, was as follows:

 
2011  
2010 
2009
UK Retail
29,500 
30,500 
33 , 2 00
UK Corporate
13,300 
13,000 
12,600
Wealth
5,500 
5,300 
4,800
Global Transaction Services
2,400 
2,400 
3,200
Ulster Bank
4,400 
4,400 
4,600
US Retail & Commercial
16,000 
16,500 
16,400
Retail & Commercial
71,100 
72,100 
74,800
Global Banking & Markets
15,100 
15,500 
15,100
RBS Insurance
15,100 
15,000 
14,600
Central items
5,300 
4,300 
3,800
Core
106,600 
106,900 
108,300
Non-Core
4,100 
6,400 
13,700
 
110,700 
113,300 
122,000
Business Services
31,300 
31,900 
36,900
Integration and restructuring
600 
300 
500
RFS Holdings minority interest
— 
— 
300
Total
142,600 
145,500 
159,700
       
UK
90,600 
93,000 
98,400
USA
23,100 
23,900 
25,600
Europe
10,900 
10,800 
12,600
Rest of the World
18,000 
17,800 
23,100
Total
142,600 
145,500 
159,700

There were no people employed in discontinued operations at 31 December 2011 (2010 - nil; 2009 - 24,800).

 
289

 
Share-based payments
As described in the Remuneration report on pages 232 to 253, the Group grants share-based awards to employees principally on the following bases:

Award plan
Eligible employees
Nature of award (1)
Vesting conditions (2)
Issue dates
Sharesave
UK, Republic of Ireland, Channel Islands, Gibraltar and Isle of Man
Option to buy shares under employee savings plan
Continuing employment or leavers in certain circumstances
2012 to 2019
Deferred performance awards
All
Awards of ordinary shares
Continuing employment or leavers in certain circumstances
2012 to 2014
Restricted share awards
Senior employees
Awards of conditional shares
Continuing employment or leavers in certain circumstances and/or achievement of performance conditions
2012 to 2014
Long-term incentives (3)
Senior employees
Awards of conditional shares or share options
Continuing employment or leavers in certain circumstances and/or achievement of performance conditions
2012 to 2019

Notes:
(1)
Awards are equity-settled unless international comparability is better served by cash-settled awards .
(2)
All awards have vesting conditions and therefore some may not vest .
(3)
Long-term incentives include the Executive Share Option Plan, the Long-Term Incentive Plan and the Medium-Term Performance Plan.
(4)
The strike price of options and the fair value on granting awards of fully paid shares is the average market price over the five trading days preceding grant date.

Sharesave
 
2011
 
2010
 
2009
 
Average  
exercise price  
 £ 
Shares  
 under   option 
(million)
 
Average  
exercise price  
£ 
Shares  
under   option 
 (million)
 
Average  
exercise price  
£ 
Shares  
under   option 
 (million)
At 1 January
0.48 
1,012 
 
0.50 
1,038 
 
2.88 
84 
Granted
0.23 
298 
 
0.43 
147 
 
0.38 
1,176 
Exercised
0.38 
(7)
 
0.38 
(5)
 
— 
— 
Cancelled
0.41 
(664)
 
0.45 
(168)
 
0.77 
(222)
At 31 December
0.34 
639 
 
0.48 
1,012 
 
0.50 
1,038 

Options are exercisable within six months of vesting; 3 million were exercisable at 31 December 2011 (2010 - 23 million; 2009 - 26 million). The weighted average share price at the date of exercise of options was 42p (2010 - 45p; 2009 - not applicable). At 31 December 2011, exercise prices ranged from 23p to 393p and the average contractual life was 3.7 years (2010 - 38p to 393p and 3.3 years; 2009 - 38p to 393p and 3.2 years). The fair value of options granted in 2011 was £43 million (2010 - £48 million; 2009 - £220 million).

Deferred performance awards
 
2011
 
2010
 
Value at  
grant  
£m 
Shares  
awarded  
 (million)
 
Value at  
 grant  
£m  
Shares  
awarded  
 (million)
At 1 January
1,009 
2,665 
 
— 
— 
Granted
258 
578 
 
1,043 
2,755 
Forfeited
(47)
(125)
 
(34)
(90)
Vested
(464)
(1,205)
 
— 
— 
At 31 December
756 
1,913 
 
1,009 
2,665 

The awards granted in 2011 vest evenly over the following three anniversaries.

Restricted share awards
 
2011
 
2010
 
2009
 
Value at 
grant  
£m  
Shares  
awarded  
 (million)
 
Value at 
 grant  
£m  
Shares  
 awarded  
 (million)
 
Value at  
grant  
£m  
Shares  
awarded  
 (million)
At 1 January
110 
335 
 
117 
325 
 
48 
31 
Granted
— 
— 
 
26 
55 
 
94 
309 
Exercised
(6)
(26)
 
(6)
(15)
 
(16)
(5)
Lapsed
(4)
(10)
 
(27)
(30)
 
(9)
(10)
At 31 December
100 
299 
 
110 
335 
 
117
325 
 
 
The market value of awards exercised in 2011 was £11 million (2010 - £6 million; 2009 - £2 million).

 
290

 
Notes on the consolidated accounts continued
 
 
3 Operating expenses continued
Long-term incentives
 
2011
 
2010
 
2009
 
Value  
at grant  
£m 
Shares  
awarded  
 (million)
Options  
 over shares  
 (million)
 
Value at  
grant  
£m 
Shares  
 awarded  
 (million)
Options  
 over shares  
 (million)
 
Value at  
grant  
£m 
Shares  
awarded  
 (million)
Options  
 over shares  
 (million)
At 1 January
219 
250 
377 
 
122 
413 
 
79 
92 
Granted
154 
369 
 
115 
247 
 
70 
353 
Exercised
(6)
(14)
— 
 
— 
— 
(1)
 
— 
— 
— 
Lapsed
(22)
(29)
(15)
 
(18)
(4)
(38)
 
(27)
(2)
(32)
At 31 December
345 
576 
371 
 
219 
250 
377 
 
122 
413 

The market value of awards exercised in 2011 was £5 million (2010 - less than £1 million; 2009 - nil). There are vested options over 48 million shares exercisable up to 2019 (2010 - 33 million shares up to 2020; 2009 - 33 million shares up to 2014).

At 31 December 2011, a provision of £3 million had been made in respect of 4 million share awards and 14 million options over shares that may be cash-settled (2010 - £6 million in respect of 3 million share awards and 16 million options over shares; 2009 - £6 million in respect of 3 million share awards and 16 million options over shares).

The fair value of options granted in 2011 was determined using a pricing model that included: expected volatility of shares determined at the grant date based on historic volatility over a period of up to seven years; expected option lives that equal the vesting period; no dividends on equity shares; and a risk-free interest rate determined from the UK gilt rates with terms matching the expected lives of the options.


Variable compensation awards
The following table analyses the Group and GBM variable compensation awards for 2011, which are 43% and 58% respectively lower than in 2010.

 
Group
 
GBM
 
2011 
£m 
2010 
£m 
Change  
%  
 
2011 
£m 
2010 
£m 
Change  
%  
Non-deferred cash awards (1)
72 
89 
(19)
 
10 
18 
(44)
Non-deferred share awards
35 
54 
(35)
 
23 
43 
(47)
Total non-deferred variable compensation
107 
143 
(25)
 
33 
61 
(46)
Deferred bonds awards
582 
1,029 
(43)
 
286 
701 
(59)
Deferred share awards
96 
203 
(53)
 
71 
175 
(59)
Total deferred variable compensation
678 
1,232 
(45)
 
357 
876 
(59)
               
Total variable compensation
785 
1,375 
(43)
 
390 
937 
(58)
               
Variable compensation as a % of core operating profit (2)
11% 
16% 
   
18% 
22% 
 
Proportion of variable compensation that is deferred
86% 
90% 
   
92% 
93% 
 
               
Total employees
146,800 
148,500 
(1)
 
17,000 
18,700 
(9)
Variable compensation per employee
£5,347 
£9,260 
(42)
 
£22,941 
£50,114 
(54)


Reconciliation of variable compensation awards to income statement charge
2011 
£m 
2010 
£m 
Variable compensation awarded  for 2011
785 
1,375 
Less: deferral of charge for amounts awarded for current year
(302)
(512)
Add: current year charge for amounts deferred  from prior years
502 
383 
Income statement charge for variable compensation
985 
1,246 

 
Actual
 
Expected
Year in which income statement charge is expected to be taken for deferred variable compensation
2010 
£m 
2011 
£m 
 
 
2012 
£m 
2013
and beyond 
£m 
Variable compensation deferred from 2009 and earlier
383 
160 
 
78 
 
Variable compensation deferred from  2010
 
342 
 
105 
65 
Variable compensation for  2011 deferred
 
 
 
225 
77 
 
383 
502 
 
408 
142 

Notes:
(1)
Cash payments to all employees are limited to £2,000.
(2)
Core operating profit pre variable compensation expense and before one-off and other items.
 
 
 
291

 

 
4 Pensions
The Group sponsors a number of pension schemes in the UK and overseas, predominantly defined benefit schemes, whose assets are independent of the Group’s finances. The principal defined benefit scheme is The Royal Bank of Scotland Group Pension Fund (the “Main scheme”) which accounts for 85% (2010 - 84%; 2009 - 61%) of the Group’s retirement benefit obligations.

The Group’s defined benefit schemes generally provide a pension of one-sixtieth of final pensionable salary for each year of service prior to retirement up to a maximum of 40 years. Employees do not make contributions for basic pensions but may make voluntary contributions to secure additional benefits on a money-purchase basis. Since October 2006, the Main scheme has been closed to new entrants who have instead been offered membership of The Royal Bank of Scotland Retirement Savings Plan, a defined contribution pension scheme. Since 2009, pensionable salary increases in the Main scheme and certain other UK and Irish schemes have been limited to 2% per annum or CPI inflation if lower.

The Group also provides post-retirement benefits other than pensions, principally through subscriptions to private healthcare schemes in the UK and the US and unfunded post-retirement benefit plans. Provision for the costs of these benefits is charged to the income statement over the average remaining future service lives of eligible employees. The amounts are not material.

Interim valuations of the Group’s schemes under IAS 19 ‘Employee Benefits’ were prepared to 31 December with the support of independent actuaries, using the following assumptions:

 
 
Main scheme
 
All schemes
Principal actuarial assumptions at 31 December (weighted average)
2011 
2010 
2009 
2011 
2010 
2009 
Discount rate
5.0 
5.5 
5.9 
 
5.2 
5.4 
5.7 
Expected return on plan assets
5.7 
6.7 
6.8 
 
5.6 
6.3 
6.1 
Rate of increase in salaries
1.8 
1.8 
1.8 
 
2.0 
2.0 
2.0 
Rate of increase in pensions in payment
3.0 
3.3 
3.5 
 
2.9 
3.0 
3.0 
Inflation assumption
3.0 
3.3 
3.5 
 
3.0 
3.2 
3.0 


 
Main scheme
 
All schemes
Major classes of plan assets as a percentage of total plan assets
2011 
2010 
2009 
 
2011 
2010 
2009 
Quoted equities
20.9 
25.9 
38.9 
 
23.3 
28.2 
36.2 
Private equity
5.8 
5.4 
5.1 
 
4.9 
4.5 
3.1 
Index-linked bonds
26.1 
27.0 
23.7 
 
24.3 
24.1 
15.2 
Government fixed interest bonds
0.9 
— 
— 
 
2.8 
1.9 
18.9 
Corporate and other bonds
23.9 
26.2 
19.7 
 
22.2 
24.8 
14.7 
Hedge funds
2.5 
3.2 
3.6 
 
2.4 
3.5 
3.1 
Property
3.5 
3.4 
3.5 
 
3.6 
3.6 
3.6 
Derivatives
2.4 
0.9 
— 
 
2.1 
1.2 
0.8 
Cash and other assets
13.8 
7.8 
5.3 
 
13.7 
8.1 
4.3 
Equity exposure of equity futures
17.7 
25.6 
10.6 
 
15.7 
21.4 
6.3 
Cash exposure of equity futures
(17.5)
(25.4)
(10.4)
 
(15.0)
(21.3)
(6.2)
 
100.0 
100.0 
100.0 
 
100.0 
100.0 
100.0 


The Main scheme, which represents 84% of plan assets at 31 December 2011 (2010 - 84%; 2009 - 59%), is invested in a diversified portfolio of quoted and private equity, government and corporate fixed-interest and index-linked bonds, and other assets including property and hedge funds.

The Main scheme also employs derivative instruments, where appropriate, to achieve a desired asset class exposure or to match assets more closely to liabilities. The value of assets shown reflects the actual physical assets held by the scheme, with any derivative holdings valued on a mark-to-market basis. The return on assets on the total scheme has been based on the asset exposure created allowing for the net impact of the derivatives on the risk and return profile of the holdings.

 
292

 
Notes on the consolidated accounts continued

4 Pensions   continued
The Main scheme’s holdings of derivative instruments are summarised in the table below:

 
2011
 
2010
 
2009
 
Notional 
amounts 
Fair value
 
Notional 
amounts 
Fair value
 
Notional
amounts
Fair value
 
Assets 
Liabilities 
Assets 
Liabilities 
Assets
Liabilities
 
£m 
£m 
£m 
 
£m  
£m  
£m  
 
£m
£m
£m
Inflation rate swaps
2,585 
67 
178 
 
2,132 
69 
 
1,171
75
3
Interest rate swaps
15,149 
2,232 
1,864 
 
10,727 
270 
110 
 
4,893
46
114
Total return swaps
2,085 
169 
— 
 
466 
16 
— 
 
Currency swaps
2,861 
116 
117 
 
(973)
— 
 
Credit default swaps
238 
— 
 
— 
— 
— 
 
Equity and bond futures
3,745 
80 
10 
 
4,851 
49 
14 
 
1,730
37
Currency forwards
2,078 
— 
 
4,883 
35 
91 
 
2,908
58
70
Equity and bond call options
814 
67 
 
— 
— 
— 
 
Equity and bond put options
665 
11 
— 
 
— 
— 
— 
 

 
The investment strategy of other schemes is similar to that of the Main scheme, adjusted to take account of the nature of liabilities, risk appetite of the trustees, size of the scheme and any local regulatory constraints. The use of derivative instruments outside of the Main scheme is not material.

Swaps are part of the management of the inflation and interest rate sensitivity of the Main scheme liabilities. They have been executed at prevailing market rates and within standard market bid/offer spreads. Substantially all swaps are with The Royal Bank of Scotland plc and National Westminster Bank Plc (the “banks”). At 31 December 2011, the gross notional value of the swaps was £22,918 million (2010 - £12,352 million; 2009 - £6,064 million) and had a positive fair value of £431 million (2010 - £236 million positive; 2009 - £4 million positive) to the scheme.

Collateral is required on all swap transactions with those between the banks and the Main scheme on terms that do not allow the banks to re-hypothecate. The banks had delivered £375 million of collateral at 31 December 2011 (2010 - delivered £210 million; 2009 - held £6 million).

Ordinary shares of the company with a fair value of £3 million (2010 - £9 million; 2009 - £4 million) are held by the Group's Main scheme which also holds other financial instruments issued by the Group with a value of £424 million (2010 - £264 million; 2009 - £192 million).
 
The expected return on plan assets at 31 December is based upon the weighted average of the following assumed returns on the major classes of plan assets, allowing for the net impact of derivatives on the risk and return profile:

 
Main scheme
 
All schemes
 
2011 
2010 
2009 
 
2011 
2010 
2009 
Quoted equities
7.7 
7.7 
8.0 
 
7.7 
7.5 
7.8 
Private equity
7.7 
7.7 
8.0 
 
7.7 
7.7 
8.0 
Index-linked bonds
3.1 
4.2 
4.5 
 
3.1 
4.0 
4.5 
Government fixed interest bonds
3.1 
— 
— 
 
2.8 
2.9 
4.0 
Corporate and other bonds
4.7 
5.5 
5.9 
 
4.7 
5.2 
5.8 
Hedge funds
6.0 
6.0 
6.2 
 
6.0 
5.3 
4.3 
Property
6.7 
6.7 
6.2 
 
6.5 
6.4 
6.0 
Cash and other assets
2.6 
4.0 
4.2 
 
2.9 
3.7 
3.8 
Equity exposure of equity futures
7.7 
7.7 
8.0 
 
7.7 
7.7 
8.0 
Cash exposure of equity futures
2.6 
4.0 
4.2 
 
2.6 
4.0 
4.2 
Total fund
5.7 
6.7 
6.8 
 
5.6 
6.3 
6.1 


 
293

 

Post-retirement mortality assumptions (Main scheme)
2011 
2010 
2009
Longevity at age 60 for current pensioners (years)
     
Males
27.3 
27.2 
27.1
Females
29.6 
29.6 
29.5
       
Longevity at age 60 for future pensioners currently aged 40 (years)
     
Males
29.3 
29.3 
29.2
Females
30.9 
30.8 
30.8


 
Main scheme
 
All schemes
Changes in value of net pension deficit
Fair value 
of plan 
assets 
£m 
Present value 
 of defined 
benefit 
obligations
£m 
Net  pension 
deficit 
£m 
 
Fair value 
of plan 
assets 
£m 
Present value 
 of defined 
benefit 
obligations
£m 
Net  pension 
deficit 
£m 
At 1 January 2010
16,603 
18,675 
2,072 
 
27,925 
30,830 
2,905 
Currency translation and other adjustments
— 
— 
— 
 
(206)
(206)
— 
Income statement
             
  Expected return
1,114 
 
(1,114)
 
1,428 
 
(1,428)
  Interest cost
 
1,091 
1,091 
   
1,402 
1,402 
  Current service cost
 
345 
345 
   
499 
499 
  Past service cost
 
76 
76 
   
67 
67 
  Gains on curtailments
 
— 
— 
   
(78)
(78)
 
1,114 
1,512 
398 
 
1,428 
1,890 
462 
Statement of comprehensive income
             
  - Actuarial gains and losses
1,718 
1,674 
(44)
 
1,797 
1,639 
(158)
Disposal of subsidiaries
— 
— 
— 
 
(7,993)
(8,187)
(194)
Contributions by employer - regular
444 
— 
(444)
 
832 
— 
(832)
Contributions by plan participants and other scheme members
— 
— 
— 
 
10 
10 
— 
Benefits paid
(716)
(716)
— 
 
(922)
(922)
— 
Expenses included in service cost
(53)
(53)
— 
 
(55)
(55)
— 
At 1 January 2011
19,110 
21,092 
1,982 
 
22,816 
24,999 
2,183 
Currency translation and other adjustments
— 
— 
— 
 
(30)
(33)
(3)
Income statement
             
  Expected return
1,258 
 
(1,258)
 
1,488 
 
(1,488)
  Interest cost
 
1,150 
1,150 
   
1,354 
1,354 
  Current service cost
 
327 
327 
   
440 
440 
  Past service cost
 
39 
39 
   
43 
43 
 
1,258 
1,516 
258 
 
1,488 
1,837 
349 
Statement of comprehensive income
             
  - Actuarial gains and losses
759 
1,096 
337 
 
636 
1,217 
581 
Contributions by employer
733 
— 
(733)
 
1,059 
— 
(1,059)
Contributions by plan participants and other scheme members
— 
— 
— 
 
10 
10 
— 
Benefits paid
(698)
(698)
— 
 
(840)
(840)
— 
Expenses included in service cost
(51)
(51)
— 
 
(53)
(53)
— 
At 31 December 2011
21,111 
22,955 
1,844 
 
25,086 
27,137 
2,051 



Net pension deficit comprises
2011 
 £m 
2010 
 £m 
2009 
 £m 
Net assets of schemes in surplus (included in Prepayments, accrued income and other assets, Note 19)
(188)
(105)
(58)
Net liabilities of schemes in deficit
2,239 
2,288 
2,963 
 
2,051 
2,183 
2,905 


 
294

 
Notes on the consolidated accounts continued
 
 
4 Pensions continued

The pension charge/(credit) to the income statement comprises:
 
2011 
 £m 
2010 
 £m 
2009 
 £m 
Continuing operations
349 
441 
(1,510)
Discontinued operations
— 
21 
21 
 
349 
462 
(1,489)

Curtailment gains of £78 million were recognised in 2010 arising from changes to pension benefits in a subsidiary’s scheme.

Following the legal separation of ABN AMRO Bank N.V. on 1 April 2010, ABN AMRO’s principal pension scheme in the Netherlands was transferred to the State of the Netherlands. At 31 December 2009, this scheme had fair value of plan assets of £8,118 million and present value of defined benefit obligations of £8,298 million. The principal actuarial assumptions at 31 December 2009 were: discount rate 5.25%; expected return on plan assets (weighted average) 5.25%; rate of increase in salaries 2.5%; rate of increase in pensions in payment 2.0%; and inflation assumption 2.0%.

The Group and the Trustees of the Main scheme agreed the funding valuation as at 31 March 2010 during the year. It showed that the value of liabilities exceed the value of assets by £3.5 billion as at 31 March 2010, a ratio of assets to liabilities of 84%. In order to eliminate this deficit, the Group will pay additional contributions each year over the period 2011 to 2018. These contributions started at £375 million per annum in 2011, increasing to £400 million per annum in 2013 and from 2016 onwards will be further increased in line with price inflation. These contributions are in addition to the regular annual contributions of around £300 million for future accrual benefits.

The Group expects to contribute a total of £843 million to its defined benefit pension schemes in 2012. Of the net liabilities of schemes in deficit, £163 million (2010 - £161 million; 2009 - £198 million) relates to unfunded schemes.

Cumulative net actuarial losses of £4,805 million (2010 - £4,224 million; 2009 - £4,382 million) have been recognised in the statement of comprehensive income, of which £3,589 million losses (2010 - £3,252 million losses; 2009 - £3,296 million gains) relate to the Main scheme.


 
Main scheme
 
All schemes
History of defined benefit schemes
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
2007 
£m 
 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
2007 
£m 
Fair value of plan assets
21,111 
19,110 
16,603 
14,804 
18,575 
 
25,086 
22,816 
27,925 
25,756 
27,662 
Present value of defined benefit
  obligations
22,955 
21,092 
18,675 
15,594 
18,099 
 
27,137 
24,999 
30,830 
27,752 
27,547 
Net deficit/(surplus)
1,844 
1,982 
2,072 
790 
(476)
 
2,051 
2,183 
2,905 
1,996 
(115)
                       
                       
Experience (losses)/gains on plan
  liabilities
(208)
(858)
135 
(55)
(256)
 
(200)
(882)
328 
(65)
(210)
Experience gains/(losses) on plan
  assets
759 
1,718 
993 
(4,784)
163 
 
636 
1,797 
1,344 
(6,051)
19 
Actual return/(loss) on pension
  schemes assets
2,017 
2,832 
2,022 
(3,513)
1,345 
 
2,124 
3,225 
2,897 
(4,186)
1,413 
Actual return/(loss) on pension
  schemes assets - %
10.6% 
17.2% 
13.8% 
(19.0%)
7.8% 
 
9.3% 
15.6% 
11.4% 
(14.5%)
6.9% 


 
295

 

The table below sets out the sensitivities of the pension cost for the year and the present value of defined benefit obligations at 31 December to a change in the principal actuarial assumptions:

 
Main scheme
 
All schemes
 
Increase/(decrease)
 
Increase/(decrease)
 
in pension cost
 for year
 
in obligation
at 31 December
 
in pension cost
 for year
 
in obligation
at 31 December
 
2011 
2010 
2009 
 
2011 
2010 
2009 
 
2011 
2010 
2009 
 
2011 
2010 
2009 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
0.25% increase in the discount rate
(13)
(17)
(21)
 
(1,019)
(925)
(790)
 
(34)
(42)
(41)
 
(1,360)
(1,245)
(1,261)
0.25% increase in inflation
60 
59 
49 
 
911 
799 
654 
 
88 
89 
93 
 
1,244 
1,106 
1,143 
0.25% additional rate of increase in
  pensions in payment
39 
37 
33 
 
618 
527 
442 
 
45 
43 
47 
 
691 
599 
596 
0.25% additional rate of increase in
  deferred pensions
20 
21 
16 
 
285 
265 
214 
 
40 
44 
25 
 
526 
497 
366 
0.25% additional rate of increase in
  salaries
 
56 
56 
66 
 
26 
30 
17 
 
283 
270 
125 
Longevity increase of 1 year
33 
34 
29 
 
566 
519 
416 
 
58 
59 
50 
 
875 
781 
734 


5 Auditor’s remuneration
Amounts paid to the Group's auditors for statutory audit and other services are set out below. All audit related and other services are approved by the Audit Committee and are subject to strict controls to ensure the external auditor’s independence is unaffected by the provision of other services. The Audit Committee recognise that for certain assignments the auditors are best placed to perform the work economically; for other work the Group selects the supplier best placed to meet its requirements. The Group’s auditors are permitted to tender for such work in competition with other firms where the work is permissible under audit independence rules.


The analysis of auditors' remuneration is as follows:
 
2011
£m
2010
£m
Fees payable for the audit of the Group’s annual accounts
4.0
4.0
Fees payable to the auditor and its associates for other services to the Group
   
  - the audit of the company’s subsidiaries
24.6
26.0
  - audit-related assurance services (1)
4.7
4.9
Total audit and audit-related assurance services fees
33.3
34.9
     
Taxation compliance services
0.1
0.3
Taxation advisory services
0.2
0.2
Other assurance services (2)
2 . 2
5.2
Corporate finance services (3)
1.7
0.8
Consulting services (4)
3.6
1.8
Total other services
7.8
8.3
     
Total
41.1
43.2

Notes:
(1)
Includes fees of £0.8 million (2010 - £1.2 million) in relation to reviews of interim financial information, £2.4 million (2010 - £2.0 million) in respect of reports to the Group’s regulators in the UK and overseas, £1.0 million (2010 - £0.9 million) in respect of internal controls assurance and £0.3 million (2010 - £0.7 million) in relation to non-statutory audit opinions.
(2)
Comprises fees of £0.1 million (2010 - £2.9 million) in respect of audit and assurance of financial information in connection with disposals by the Group and £2 . 1 million (2010 - £2.3 million) in respect of other assurance services.
(3)
Includes fees of £1.0 million (2010 - £0.8 million) in respect of work performed by the auditors as reporting accountants on debt and equity issuances undertaken by the Group, including securitisations, and £0.7 million (2010 - nil) in respect of reporting accountant services in connection with planned divestments by the Group.
(4)
Includes fees of £2.5 million (2010 - £0.3 million) for services provided in respect of US regulatory matters.
 
 
 
296

 
Notes on the consolidated accounts continued
 
6 Tax
 
2011 
2010 
2009 
 
£m  
£m  
£m  
Current tax
     
Charge for the year
(338)
(251)
(494)
Over provision in respect of prior periods
137 
41 
191  
 
(201)
(210)
(303)
Deferred tax
     
(Charge)/credit for the year
(1,108)
(738)
1,041  
Over/(under) provision in respect of prior periods
59 
314 
(309)
Tax (charge)/credit for the year
(1,250)
(634)
429  

The actual tax (charge)/credit differs from the expected tax credit computed by applying the standard rate of UK corporation tax of 26.5% (2010 and 2009 - 28%) as follows:

 
2011 
2010 
2009 
 
£m 
£m 
£m 
Expected tax credit
203 
112 
741 
Sovereign debt impairment where no deferred tax asset recognised
(275)
— 
— 
Other losses in year where no deferred tax asset recognised
(530)
(450)
(780)
Foreign profits taxed at other rates
(417)
(517)
(276)
UK tax rate change - deferred tax impact (1)
(110)
(82)
— 
Unrecognised timing differences
(20)
11 
274 
Non-deductible goodwill impairment
(24)
(3)
(102)
Items not allowed for tax
     
  - losses on strategic disposals and write-downs
(72)
(311)
(152)
  - UK bank levy
(80)
— 
— 
  - employee share schemes
(113)
(32)
(29)
  - other disallowable items
(271)
(296)
(327)
Non-taxable items
     
  - gain on sale of Global Merchant Services
12 
221 
— 
  - gain on redemption of own debt
— 
11 
693 
  - other non-taxable items
245 
341 
410 
Taxable foreign exchange movements
Losses brought forward and utilised
94 
Adjustments in respect of prior years (2)
196 
355 
(118)
Actual tax (charge)/credit
(1,250)
(634)
429  


Notes:
(1)
In the Budget on 22 June 2010, the UK Government proposed, amongst other things, to reduce Corporation Tax rates in four annual decrements of 1% with effect from 1 April 2011. An additional 1% decrement was announced by the UK Government in the Budget on 23 March 2011. The first decrement was enacted on 27 July 2010, the second on 29 March 2011 and the third on 5 July 2011.  Existing temporary differences may therefore unwind in periods subject to these reduced tax rates. Accordingly, the closing deferred tax assets and liabilities have been calculated at the rate of 25%.
(2)
Prior year tax adjustments include releases of tax provisions in respect of structured transactions and investment disposals, and adjustments to reflect submitted tax computations in the UK and overseas.

 
297

 

7 Profit attributable to preference shareholders and paid-in equity holders
 
2011 
£m  
2010 
£m  
2009 
£m  
Preference shareholders
     
Non-cumulative preference shares of US$0.01
— 
105 
342  
Non-cumulative preference shares of €0.01
— 
— 
201  
Non-cumulative preference shares of £1
     
  - issued to UK Financial Investments Limited (1)
— 
— 
274  
  - other
— 
— 
61  
       
Paid-in equity holders
     
Interest on securities classified as equity, net of tax
— 
19 
57  
Total
— 
124 
935  

Note:
(1)
Includes £50 million redemption premium on repayment of preference shares.


8 Ordinary dividends
The company did not pay an ordinary dividend in 2011, 2010 or 2009.


9 Earnings per ordinary and B share
Earnings per ordinary and B share have been calculated based on the following:
 
2011 
£m  
2010 
£m  
2009 
£m  
Earnings
     
Loss attributable to ordinary and B shareholders
(1,997)
(1,125)
(3,607)
(Profit)/loss from discontinued operations attributable to ordinary and B shareholders
(5)
28 
72  
Gain on redemption of preference shares and paid-in equity
— 
610 
200  
Loss from continuing operations attributable to ordinary and B shareholders
(2,002)
(487)
(3,335)
       
Weighted average number of shares (millions)
     
Ordinary shares in issue during the year
57,219 
56,245 
51,494  
B shares in issue during the year
51,000 
51,000 
1,397  
Weighted average number of ordinary and B shares in issue during the year
108,219 
107,245 
52,891  

 
 
 
298

 
Notes on the consolidated accounts   continued

10 Financial instruments - classification
The following tables show the Group’s financial assets and liabilities in accordance with the categories of financial instruments in IAS 39 with assets and liabilities outside the scope of IAS 39 shown separately.

 
Held-for -
trading
 
Designated
as at fair value
through profit
or loss
 
Hedging
 derivatives
 
Available -  f or-sale
 
Loans and
 receivables
 
Other financial
 instruments
 (amortised
 cost)
 
Finance
 leases
 
Non
financial
 assets/
liabilities
 
Total
 
2011
  £m     £m     £m     £m     £m     £m     £m     £m     £m  
Assets
                                                     
Cash and balances at central banks
                    79,269                       79,269  
Loans and advances to banks
                                                     
  - reverse repos
  34,659                   4,781                       39,440  
  - other (1)
  20,317                   23,553                       43,870  
Loans and advances to customers
                                                     
  - reverse repos
  53,584                   7,910                       61,494  
  - other (2)
  25,322     476               419,895           8,419           454,112  
Debt securities
  95,076     647           107,298     6,059                       209,080  
Equity shares
  12,433     774           1,976                             15,183  
Settlement balances
                    7,771                       7,771  
Derivatives
  521,935           7,683                                   529,618  
Intangible assets
                                            14,858     14,858  
Property, plant and equipment
                                            11,868     11,868  
Deferred tax
                                            3,878     3,878  
Prepayments, accrued income and other assets
                    1,309                 9,667     10,976  
Assets of disposal groups
                                            25,450     25,450  
    763,326     1,897     7,683     109,274     550,547           8,419     65,721     1,506,867  
                                                       
Liabilities
                                                     
Deposits by banks
                                                     
  - repos
  23,342                           16,349                 39,691  
  - other (3)
  34,172                           34,941                 69,113  
Customer accounts
                                                     
  - repos
  65,526                           23,286                 88,812  
  - other (4)
  14,286     5,627                       394,230                 414,143  
Debt securities in issue (5)
  11,492     35,747                       115,382                 162,621  
Settlement balances
                            7,477                 7,477  
Short positions
  41,039                                             41,039  
Derivatives
  518,102           5,881                                   523,983  
Accruals, deferred income and other liabilities
                                1,683     19     21,423     23,125  
Retirement benefit liabilities
                                        2,239     2,239  
Deferred tax
                                            1,945     1,945  
Insurance liabilities
                                            6,312     6,312  
Subordinated liabilities
      903                       25,416                 26,319  
Liabilities of disposal groups
                                            23,995     23,995  
    707,959     42,277     5,881                 618,764     19     55,914     1,430,814  
Equity
                                                  76,053  
                                                    1,506,867  

For the notes relating to this table refer to page 302.

 
299

 
Notes on the consolidated accounts   continued
 
 
Held-for- 
trading 
Designated 
as at fair value 
through profit 
or loss 
Hedging 
 derivatives 
Available- 
for-sale  
Loans and 
 receivables 
Other financial 
 instruments 
 (amortised 
 cost)
Finance 
 leases 
Non 
financial 
 assets/ 
liabilities 
Total 
2010
£m 
£m 
£m  
£m 
£m 
£m 
£m 
£m 
£m  
Assets
                 
Cash and balances at central banks
— 
— 
 
— 
57,014 
     
57,014 
Loans and advances to banks
                 
  - reverse repos
38,215 
— 
 
— 
4,392 
     
42,607 
  - other (1)
26,082 
— 
 
— 
31,829 
     
57,911 
Loans and advances to customers
                 
  - reverse repos
41,110 
— 
 
— 
11,402 
     
52,512 
  - other (2)
19,903 
1,100 
 
— 
471,308 
 
10,437 
 
502,748 
Debt securities
98,869 
402 
 
111,130 
7,079 
     
217,480 
Equity shares
19,186 
1,013 
 
1,999 
— 
     
22,198 
Settlement balances
— 
— 
 
— 
11,605 
     
11,605 
Derivatives
421,648 
 
5,429  
 
— 
     
427,077 
Intangible assets
             
14,448 
14,448 
Property, plant and equipment
             
16,543 
16,543 
Deferred tax
             
6,373 
6,373 
Prepayments, accrued income and other assets
— 
— 
 
— 
1,306 
   
11,270 
12,576 
Assets of disposal groups
             
12,484 
12,484 
 
665,013 
2,515 
5,429 
113,129 
595,935 
 
10,437 
61,118 
1,453,576 
                   
Liabilities
                 
Deposits by banks
                 
  - repos
20,585 
— 
     
12,154 
   
32,739 
  - other (3)
28,216 
— 
     
37,835 
   
66,051 
Customer accounts
                 
  - repos
53,031 
— 
     
29,063 
   
82,094 
  - other (4)
14,357 
4,824 
     
409,418 
   
428,599 
Debt securities in issue (5)
7,730 
43,488 
     
167,154 
   
218,372 
Settlement balances
— 
— 
     
10,991 
   
10,991 
Short positions
43,118 
— 
           
43,118 
Derivatives
419,103 
 
4,864 
         
423,967 
Accruals, deferred income and other liabilities
— 
— 
     
1,793 
458 
20,838 
23,089 
Retirement benefit liabilities
             
2,288 
2,288 
Deferred tax
             
2,142 
2,142 
Insurance liabilities
             
6,794 
6,794 
Subordinated liabilities
— 
1,129 
     
25,924 
   
27,053 
Liabilities of disposal groups
             
9,428 
9,428 
 
586,140 
49,441 
4,864 
   
694,332 
458 
41,490 
1,376,725 
Equity
               
76,851 
                 
1,453,576 

For the notes relating to this table refer to page 302.

 
300

 
Notes on the consolidated accounts   continued

10 Financial instruments - classification continued

 
Held-for-
trading
Designated
as at fair value
through profit
or loss
 
Hedging derivatives
Available-
for-sale
 
Loans and receivables
 
Other financial instruments (amortised
cost)
Finance
 leases
Non 
 financial assets/
liabilities
Total
2009
£m
£m
 
£m
£m
 
£m
 
£m
£m
£m
£m
Assets
                       
Cash and balances at central banks
   
 
52,261
       
52,261
Loans and advances to banks
                       
  - reverse repos
26,886
   
 
8,211
       
35,097
  - other (1)
18,563
   
 
38,093
       
56,656
Loans and advances to customers
                       
  - reverse repos
26,313
   
 
14,727
       
41,040
  - other (2)
15,964
1,981
   
 
656,310
   
13,098
 
687,353
Debt securities
111,482
2,603
   
143,298
 
9,871
       
267,254
Equity shares
14,443
2,192
   
2,893
 
       
19,528
Settlement balances
   
 
12,033
       
12,033
Derivatives
436,857
   
4,597
             
441,454
Intangible assets
                   
17,847
17,847
Property, plant and equipment
                   
19,397
19,397
Deferred tax
                   
7,039
7,039
Prepayments, accrued income and other assets
   
 
1,421
     
19,564
20,985
Assets of disposal groups
                   
18,542
18,542
 
650,508
6,776
 
4,597
146,191
 
792,927
   
13,098
82,389
1,696,486
                         
Liabilities
                       
Deposits by banks
                       
  - repos
20,962
           
17,044
   
38,006
  - other (3)
32,647
           
71,491
   
104,138
Customer accounts
                       
  - repos
41,520
           
26,833
   
68,353
  - other (4)
11,348
8,580
           
525,921
   
545,849
Debt securities in issue (5)
3,925
41,537
           
222,106
   
267,568
Settlement balances
           
10,413
   
10,413
Short positions
40,463
                 
40,463
Derivatives
417,634
   
6,507
             
424,141
Accruals, deferred income and other liabilities
           
1,889
467
27,971
30,327
Retirement benefit liabilities
                   
2,963
2,963
Deferred tax
                   
2,811
2,811
Insurance liabilities
                   
10,281
10,281
Subordinated liabilities
1,277
           
36,375
   
37,652
Liabilities of disposal groups
                   
18,890
18,890
 
568,499
51,394
 
6,507
       
912,072
467
62,916
1,601,855
Equity
                     
94,631
                       
1,696,486

For the notes relating to this table refer to page 302.

 
301

 
Notes on the consolidated accounts   continued


Amounts included in the consolidated income statement:
 
2011 
£m 
2010 
£m 
2009 
£m 
Gains on financial assets/liabilities designated as at fair value through profit or loss
1,761 
279 
1,441 
Gains/(losses) on disposal or settlement of loans and receivables
59 
267 
(573)

Notes:
(1)
Includes items in the course of collection from other banks of £1,470 million (2010 - £1,958 million; 2009 - £2,533 million).
(2)
The change in fair value of loans and advances to customers designated as at fair value through profit or loss attributable to changes in credit risk was a £31 million charge for the year and cumulatively a credit of £71 million (2010 - £20 million charge, cumulative £82 million credit; 2009 - £157 million credit, cumulative £140 million credit).
(3)
Includes items in the course of transmission to other banks of £506 million (2010 - £577 million; 2009 - £770 million).
(4)
The carrying amount of other customer accounts designated as at fair value through profit or loss is £166 million lower (2010 - £233 million lower; 2009 - £101 million lower) than the principal amount. No amounts have been recognised in profit or loss for changes in credit risk associated with these liabilities as the changes are immaterial, measured as the change in fair value from movements in the period in the credit risk premium payable. The amounts include investment contracts with a carrying value of £38 million (2010 - £41 million; 2009 - £5,170 million).
(5)
Comprises bonds and medium term notes of £129,780 million (2010 - £154,282 million; 2009 - £164,900 million) and certificates of deposit and other commercial paper of £32,841 million (2010 - £64,090 million; 2009 - £102,668 million).
(6)
During 2009, the Group reclassified financial assets from the held-for-trading category into the loans and receivables category, and during 2008 from the held-for-trading and available-for-sale categories into the loans and receivables category and from the held-for-trading category into the available-for-sale category (see below).


Reclassification of financial instruments
The Group has reclassified financial assets from the held-for-trading (HFT) and available-for-sale (AFS) categories into the loans and receivables (LAR) category (as permitted by paragraph 50D of IAS 39 as amended) and from the held-for-trading category into the available-for-sale category (as permitted by paragraph 50B of IAS 39 as amended).


The tables below show the carrying value, fair value and the effect on profit or loss of reclassifications undertaken by the Group in 2008 and 2009. There were no reclassifications in 2010 or 2011.

        Amount recognised in income statement
Amount  
 that would  
have been  
 recognised had 
reclassification 
not occurred 
(Increase)/ 
reduction in  
 profit or loss  
 as result of  
reclassification  
 
Carrying  
 value  
Fair  
value  
Income  
Impairment  
releases/ 
(losses)
2011
£m 
£m 
 
£m 
£m 
£m 
£m 
Reclassified from HFT to LAR
             
Loans
4,128 
3,305 
 
156 
18 
296 
122 
Debt securities
2,645 
1,930 
 
32 
(7)
(284)
(309)
 
6,773 
5,235 
 
188 
11 
12 
(187)
               
Reclassified from HFT to AFS (1)
             
Debt securities
4,176 
4,176 
 
(84)
(61)
(20)
125 
Equity securities
— 
— 
 
— 
— 
1
 
4,176 
4,176 
 
(84)
(61)
(19)
126 
               
Reclassified from AFS to LAR (2)
             
Debt securities
248 
229 
 
(11)
(13)
(24)
— 
 
11,197 
9,640 
 
93 
(63)
(31)
(61)
 
 
 
302

 
Notes on the consolidated accounts   continued


 
10 Financial instruments - classification continued
 
 
        Amount recognised in income statement
Amount    that would   have been
recognised had reclassification  not occurred 
  Reduction in    profit or loss    as result of reclassification  
 
Carrying  
 value  
Fair  
value  
Income  
Impairment  
(losses)/ 
releases 
2010
£m 
£m 
 
£m 
£m 
£m 
£m 
Reclassified from HFT to LAR
             
Loans
5,378 
4,428 
 
234 
(146)
491 
403 
Debt securities
3,530 
3,121 
 
48 
(17)
424 
393 
 
8,908 
7,549 
 
282 
(163)
915 
796 
               
Reclassified from HFT to AFS (1)
             
Debt securities
6,446 
6,446 
 
441 
53 
765 
271 
Equity securities
 
29 
— 
38 
 
6,447 
6,447 
 
470 
53 
803 
280 
               
Reclassified from AFS to LAR (2)
             
Debt securities
422 
380 
 
(31)
(50)
(81)
— 
 
15,777 
14,376 
 
721 
(160)
1,637 
1,076 

2009
             
Reclassified from HFT to LAR
             
Loans
7,876 
6,371 
 
208 
(1,263)
161 
1,216 
Debt securities
5,057 
4,273 
 
(179)
(16)
294 
489 
 
12,933 
10,644 
 
29 
(1,279)
455 
1,705 
               
Reclassified from HFT to AFS (1)
             
Debt securities
7,601 
7,601 
 
442 
(428)
1,293 
1,279 
Equity securities
28 
28 
 
(1)
— 
— 
 
7,629 
7,629 
 
441 
(428)
1,293 
1,280 
               
Reclassified from AFS to LAR (2)
             
Debt securities
869 
745 
 
21 
— 
21 
— 
 
21,431 
19,018 
 
491 
(1,707)
1,769 
2,985 

Notes:
(1)
The amount taken to AFS reserves was £152 million (2010 - £326 million; 2009 - £1,067 million).
(2)
The amount that would have been taken to AFS reserves if reclassification had not occurred is £24 million (2010 - £98 million; 2009 - £(73) million).


The following table provides information for reclassifications made in 2009.
       
2009
 
2008 
       
Losses 
up to the  
 date of  
 reclassification  
 
Amount  
 that would  
have been  
 recognised had 
 reclassification 
not occurred 
Reduction in  
 profit or loss  
 as result of 
 reclassification 
 
Losses  
recognised in  
 the income  
 statement  
in prior  
 period  
2009 - on reclassification
31 December 2009
After reclassification
Carrying  
 value  
Effective 
 interest 
rate 
Expected 
 cash flows 
Carrying  
 value  
Fair  
value  
Income
Impairment  
 losses  
 
£m  
%
£m  
 
£m  
£m  
£m  
£m  
£m  
£m  
£m  
 
£m  
Reclassified from HFT to LAR
                       
Loans
1,740  
5.9  
2,640  
 
887  
924  
(103)
(44)
(251)
(256)
39  
 
(62)
Debt securities
255  
5.5  
349  
 
190  
188  
(33)
— 
— 
(2)
(2)
 
(39)
 
1,995  
 
2,989  
 
1,077  
1,112  
(136)
(44)
(251)
(258)
37 
 
(101)
 
 
 
303

 
Notes on the consolidated accounts   continued
 
11 Financial instruments - valuation
Valuation of financial instruments carried at fair value
Control environment
The Group's control environment for the determination of the fair value of financial instruments includes formalised protocols for the review and validation of fair values independent of the businesses entering into the transactions. There are specific controls to ensure consistent pricing policies and procedures, incorporating disciplined price verification. The Group ensures that appropriate attention is given to bespoke transactions, structured products, illiquid products and other instruments which are difficult to price.

A key element of the control environment is the independent price verification (IPV) process. Valuations are first performed by the business which entered into the transaction. Such valuations may be directly from available prices, or may be derived using a model and variable model inputs. These valuations are reviewed, and if necessary amended, by a team independent of those trading the financial instruments, in light of available pricing evidence.

IPV variances are classified as hard , soft or indicative. A variance is hard where the independent information represents tradable or liquid prices and soft where it does not. Variances are classed as indicative where the independent evidence is so subjective or sparse that conclusions cannot be formed with a sufficient degree of confidence. Adjustments are required for all hard variances and for aggressive soft variances, with conservative and indicative variances not requiring automatic adjustment.

IPV is performed at a frequency to match the availability of independent data. For liquid instruments, the standard is to perform IPV daily. The minimum frequency of review in the Group is monthly for exposures in the regulatory trading book and six monthly for exposures in the regulatory banking book. Monthly meetings are held between the business and the support functions to discuss the results of the IPV and reserves process in detail. The IPV control includes formalised reporting and escalation of any valuation differences in breach of established thresholds. The Global Pricing Unit (GPU) determines IPV policy, monitors adherence to that policy and performs additional independent reviews on highly subjective valuation issues for GBM and Non-Core.

During 2011, the Group made a significant and ongoing investment into enhancing its already robust control environment. This included continuing investment into a new global IPV and reserving tool, which partly automates the process of carrying out IPV and consolidation of reserves into a single central portal.

Valuation models are subject to a review process which requires different levels of model documentation, testing and review, depending on the complexity of the model and the size of the Group's exposure. A key element of the control environment for model use is a Modelled Product Review Committee, made up of valuations experts from several functions within the Group. This committee sets the policy for model documentation, testing and review, and prioritises models with significant exposure for review by the Group's Quantitative Research Centre (QuaRC). Potential valuation uncertainty is a key input in determining model review priorities at these meetings. The QuaRC team within Group Risk, which is independent of the trading businesses, assesses the appropriateness of the application of the model to the product, the mathematical robustness of the model, and where appropriate, considers alternative modelling approaches.

Senior management valuation control committees meet formally on a monthly basis to discuss independent pricing, reserving and valuation issues relating to both GBM and Non-Core exposures. All material methodology changes require review and ratification by these committees. The committees include valuation specialists representing several independent review functions which comprise market risk, QuaRC and finance.

The Group Executive Valuation Committee discusses the issues escalated by the Modelled Product Review Committee, GBM and Non-Core senior management Valuations Control Committee and other relevant issues, including the APS credit derivative valuation. This committee covers key material and subjective valuation issues within the trading business and provides a ratification to the appropriateness of areas with high levels of residual valuation uncertainty. Committee members include the Group Finance Director, the Group Chief Accountant, Global Head of Market and Insurance Risk, GBM Chief Financial Officer and Non-Core Chief Financial Officer, and representation from front office trading and finance.

Valuation issues, adjustments and reserves are reported to GBM, Non - Core and Group Audit Committees. Key judgmental issues are described in reports submitted to these Audit Committees.

New products
The Group has formal review procedures owned by Group Operational Risk to ensure that new products, asset classes and risk types are appropriately reviewed to ensure, amongst other things, that valuation is appropriate. The scope of this process includes new business, markets, models, risks and structures.

Valuation hierarchy
There is a process to review and control the classification of financial instruments into the three level hierarchy established by IFRS 7. Some instruments may not easily fall into a level of the fair value hierarchy per IFRS 7 (see page 309) and judgment may be required as to which level the instrument is classified.

Initial classification of a financial instrument is carried out by the Business Unit Control team following the principles in IFRS. The Business Unit Control team base their judgment on information gathered during the IPV process for instruments which include the sourcing of independent prices and model inputs. The quality and completeness of the information gathered in the IPV process gives an indication as to the liquidity and valuation uncertainty of an instrument.

These initial classifications are challenged by GPU and are subject to senior management review . Particular attention is paid during the review processes upon instruments crossing from one level to another, new instrument classes or products, instruments that are generating significant profit and loss and instruments where valuation uncertainty is high.
 
304

 
Notes on the consolidated accounts   continued


11 Financial instruments - valuation continued
Valuation techniques
The Group derives fair value of its instruments differently depending on whether the instrument is a non-modelled or a modelled product.

Non-modelled products
Non-modelled products are valued directly from a price input and are typically valued on a position by position basis and include cash, equities and most debt securities.

Modelled products
Modelled products are those that are valued using a pricing model, ranging in complexity from comparatively vanilla products such as interest rate swaps and options (e.g. interest rate caps and floors) through to more complex derivatives. The valuation of modelled products requires an appropriate model and inputs into this model. Sometimes models are also used to derive inputs (e.g. to construct volatility surfaces). The Group uses a number of modelling methodologies .

Inputs to valuation models
Values between and beyond available data points are obtained by interpolation and extrapolation. When utilising valuation techniques, the fair value can be significantly affected by the choice of valuation model and by underlying assumptions concerning factors such as the amounts and timing of cash flows, discount rates and credit risk. The principal inputs to these valuation techniques are as follows:

·   
Bond prices - quoted prices are generally available for government bonds, certain corporate securities and some mortgage-related products.

·   
Credit spreads - where available, these are derived from prices of credit default swaps or other credit based instruments, such as debt securities. For others, credit spreads are obtained from pricing services.

·   
Interest rates - these are principally benchmark interest rates such as the London Interbank Offered Rate (LIBOR) and quoted interest rates in the swap, bond and futures markets.

·   
Foreign currency exchange rates - there are observable markets both for spot and forward contracts and futures in the world's major currencies.

·   
Equity and equity index prices - quoted prices are generally readily available for equity shares listed on the world's major stock exchanges and for major indices on such shares.

·   
Commodity prices - many commodities are actively traded in spot and forward contracts and futures on exchanges in London, New York and other commercial centres.

·   
Price volatilities and correlations - volatility is a measure of the tendency of a price to change with time. Correlation measures the degree which two or more prices or other variables are observed to move together. If they move in the same direction there is positive correlation; if they move in opposite directions there is negative correlation. Volatility is a key input in valuing options and the valuation of certain products such as derivatives with more than one underlying variable that are correlation-dependent. Volatility and correlation values are obtained from broker quotations, pricing services or derived from option prices.

·   
Prepayment rates - the fair value of a financial instrument that can be prepaid by the issuer or borrower differs from that of an instrument that cannot be prepaid. In valuing prepayable instruments that are not quoted in active markets, the Group considers the value of the prepayment option.

·   
Counterparty credit spreads - adjustments are made to market prices (or parameters) when the creditworthiness of the counterparty differs from that of the assumed counterparty in the market price (or parameters).

·   
Recovery rates/loss given default - these are used as an input to valuation models and reserves for asset-backed securities and other credit products as an indicator of severity of losses on default. Recovery rates are primarily sourced from market data providers or inferred from observable credit spreads.

The Group may use consensus prices for the source of independent pricing for some assets. The consensus service encompasses the equity, interest rate, currency, commodity, credit, property, fund and bond markets, providing comprehensive matrices of vanilla prices and a wide selection of exotic products. GBM and Non-Core contribute to consensus pricing services where there is a significant interest either from a positional point of view or to test models for future business use. Data sourced from consensus pricing services is used for a combination of control processes including direct price testing, evidence of observability and model testing. In practice this means that the Group submits prices for all material positions for which a service is available.

In order to determine a reliable fair value, where appropriate, management applies valuation adjustments to the pricing information gathered from the above sources. These adjustments reflect the Group's assessment of factors that market participants would consider in setting a price. Furthermore, on an ongoing basis, the Group assesses the appropriateness of any model used. To the extent that the price provided by internal models does not represent the fair value of the instrument, for instance in highly stressed market conditions, the Group makes adjustments to the model valuation to calibrate to other available pricing sources. Where unobservable inputs are used, the Group may determine a range of possible valuations derived from differing stress scenarios to determine the sensitivity associated with the valuation. When establishing the fair value of a financial instrument using a valuation technique, the Group considers certain adjustments to the modelled price which market participants would make when pricing that instrument. Such adjustments include the credit quality of the counterparty and adjustments to compensate for any known model limitations.

 
305

 
Notes on the consolidated accounts   continued
 
Valuation reserves
When valuing financial instruments in the trading book, adjustments are made to mid-market valuations to cover bid-offer spread, liquidity and credit risk. The following table shows the valuation reserves and adjustments.

 
2011 
£m 
2010 
£m 
2009 
£m 
Credit valuation adjustments
     
Monoline insurers
1,198 
2,443 
3,796 
Credit derivative product companies
1,034 
490 
499 
Other counterparties
2,254 
1,714 
1,588 
 
4,486 
4,647 
5,883 
Bid-offer, liquidity and other reserves
2,704 
2,797 
2,814 
 
7,190 
7,444 
8,697 

Key points
·   
The exposure to monolines reduced primarily due to the restructuring of some  exposures, partially offset by lower prices of underlying reference instruments. The credit valuation adjustments decreased due to the reduction in exposure partially offset by wider credit spreads.
 
·   
The exposure to credit derivative product companies has increased, primarily driven by wider credit spreads of the underlying reference loans and bonds. The credit valuation adjustments increased in line with the increase in exposure.

Credit valuation adjustments (CVA)
Credit valuation adjustments represent an estimate of the adjustment to fair value that a market participant would make to incorporate the credit risk inherent in counterparty derivative exposures.

Monoline insurers
The Group has purchased protection from monoline insurers (“monolines”), mainly against specific Asset-backed securities. Monolines specialise in providing credit protection against the principal and interest cash flows due to the holders of debt instruments in the event of default by the debt instrument counterparty. This protection is typically held in the form of derivatives such as credit default swaps (CDSs) referencing underlying exposures held directly or synthetically by the Group.

The gross mark-to-market of the monoline protection depends on the value of the instruments against which protection has been bought. A positive fair value, or a valuation gain, in the protection is recognised if the fair value of the instrument it references decreases. For the majority of trades the gross mark-to-market of the monoline protection is determined directly from the fair value price of the underlying reference instrument However, for the remainder of the trades the gross mark-to-market is determined using industry standard models.

The methodology employed to calculate the monoline CVA uses market implied probability of defaults and internally assessed recovery levels to determine the level of expected loss on monoline exposures of different maturities. The probability of default is calculated with reference to market observable credit spreads and recovery levels. CVA is calculated at a trade level by applying the expected loss corresponding to each trade’s expected maturity, to the gross mark-to-market of the monoline protection. The expected maturity of each trade reflects the scheduled notional amortisation of the underlying reference instruments and whether payments due from the monoline are received at the point of default or over the life of the underlying reference instruments.

Credit derivative product companies (CDPC)
A CDPC is a company that sells protection on credit derivatives. CDPCs are similar to monoline insurers however, they are not regulated as insurers.

The Group has purchased credit protection from CDPCs through tranched and single name credit derivatives. The Group's exposure to CDPCs is predominantly due to tranched credit derivatives (“tranches”). A tranche references a portfolio of loans and bonds and provides protection against total portfolio default losses exceeding a certain percentage of the portfolio notional (the attachment point) up to another percentage (the detachment point).

The Group has predominantly traded senior tranches with CDPCs, the average attachment and detachment points are 13% and 47% respectively (2010 - 13% and 49%; 2009 - 15% and 51%), and the majority of the loans and bonds in the reference portfolios are investment grade.

The gross mark-to-market of the CDPC protection is determined using industry standard models. The methodology employed to calculate the CDPC CVA is different to that outlined above for monolines, as there are no market observable credit spreads and recovery levels for these entities. The level of expected loss on CDPC exposures is estimated with reference to recent market events impacting CDPCs (including communication activity); risk mitigation strategies (including analysing the underlying trades and the cost of hedging expected default losses in excess of the available capital); and the total notional of trades transacted by each CDPC together with the level of resources available to settle default payments.

.
 
306

 
Notes on the consolidated accounts   continued


11 Financial instruments - valuation continued
Other counterparties
The CVA for all other counterparties is calculated on a portfolio basis reflecting an estimate of the amount a third party would charge to assume the credit risk.

Expected losses are applied to estimated potential future exposures which are modelled to reflect the volatility of the market factors which drive the exposures and the correlation between those factors. Potential future exposures arising from vanilla products (including interest rate and foreign exchange derivatives) are modelled jointly using the Group's core counterparty risk systems. The majority of the Group's CVA held in relation to other counterparties arises on these vanilla products. The exposures arising from all other product types are modelled and assessed individually. The potential future exposure to each counterparty is the aggregate of the exposures arising on the underlying product types .

The correlation between exposure and counterparty risk is also incorporated within the CVA calculation where this risk is considered significant. The risk primarily arises on trades with emerging market counterparties where the gross mark-to-market value of the trade, and therefore the counterparty exposure, increases as the strength of the local currency declines.

Collateral held under a credit support agreement is factored into the CVA calculation. In such cases where the Group holds collateral against counterparty exposures, CVA is held to the extent that residual risk remains.

CVA is held against exposures to all counterparties with the exception of the CDS protection that the Group has purchased from HM Treasury, as part of its participation in the Asset Protection Scheme, due to the unique features of this derivative.

Bid-offer, liquidity and other reserves
Fair value positions are adjusted to bid or offer levels, by marking individual cash based positions directly to bid or offer or by taking bid-offer reserves calculated on a portfolio basis for derivatives exposures. The bid-offer approach is based on current market spreads and standard market bucketing of risk.

Risk data are used as the primary sources of information within bid-offer calculations and are aggregated when they are more granular than market standard buckets. Bid-offer adjustments for each risk factor (including delta (the degree to which the price of an instrument changes in response to a change in the price of the underlying), vega (the degree to which the price of an instrument changes in response to the volatility in the price of the underlying), correlation (the degree to which prices of different instruments move together) and others) are determined by aggregating similar risk exposures arising on different products. Additional basis bid-offer reserves are taken where these are charged in the market. Risk associated with non-identical underlying exposures is not netted down unless there is evidence that the cost of closing the combined risk exposure is less than the cost of closing on an individual basis.

Bid-offer spreads vary by maturity and risk type to reflect different spreads in the market. For positions where there is no observable quote, the bid-offer spreads are widened in comparison to proxies to reflect reduced liquidity or observability. Bid-offer methodologies also incorporate liquidity triggers whereby wider spreads are applied to risks above pre-defined thresholds.

Netting is applied on a portfolio basis to reflect the level at which the Group believes it could exit the portfolio, rather than the sum of exit costs for each of the portfolio’s individual trades.  For example, netting is applied where long and short risk in two different maturity buckets can be closed out in a single market transaction at less cost than by way of two separate transactions (calendar netting).  This reflects the fact that to close down the portfolio, the net risk can be settled rather than each long and short trade individually.

Vanilla risk on exotic products is typically reserved as part of the overall portfolio based calculation e.g. delta and vega risk on exotic products are included within the delta and vega bid-offer calculations. Aggregation of risk arising from different models is in line with the Group's risk management practices; the model review control process considers the appropriateness of model selection in this respect.

Product related risks such as correlation risk , attract specific bid-offer reserves. Additional reserves are provided for exotic products to ensure overall reserves match market close-out costs. These market close-out costs inherently incorporate risk decay and cross-effects (taking into account how moves in one risk factor may affect other inputs rather than treating all risk factors independently) that are unlikely to be adequately reflected in a static hedge based on vanilla instruments.  Where there is limited bid-offer information for a product, the pricing approach and risk management strategy are taken into account when assessing the reserve.

Amounts deferred on initial recognition
On initial recognition of financial assets and liabilities valued using valuation techniques incorporating information other than observable market data, any difference between the transaction price and that derived from the valuation technique is deferred. Such amounts are recognised in profit or loss over the life of the transaction; when market data becomes observable; or when the transaction matures or is closed out as appropriate. At 31 December 2011, net gains of £161 million (2010 - £167 million; 2009 - £204 million) were carried forward. During the year , net gains of £89 million (2010 - £62 million; 2009 - £127 million) were deferred and £95 million (2010 - £99 million; 2009 - £25 million) recognised in the income statement.

 
307

 
Notes on the consolidated accounts   continued

Own credit
The Group takes into account the effect of its own credit standing when valuing financial liabilities recorded at fair value in accordance with IFRS. Own credit spread adjustments are made to issued debt held at fair value, including issued structured notes, and derivatives. An own credit adjustment is applied to positions where it is believed that counterparties would consider the Group's creditworthiness when pricing trades.

For issued debt and structured notes this adjustment is based on debt issuance spreads above average inter-bank rates (at a range of tenors). At the beginning of the year the spreads were based on levels which the market would demand when purchasing new senior or sub-debt issuances from the Group. During the year, primary debt issuance activity in the market reduced whilst liquidity remained in the secondary trading of Group senior debt. These secondary senior debt issuance spreads were considered to provide a more accurate reflection of fair value and these levels are therefore now used in the calculation of the own credit adjustment applied to senior debt. Where necessary, these quotes are interpolated using a curve shape derived from credit default swap prices.

The fair value of the Group's derivative financial liabilities has also been adjusted to reflect the Group's own credit risk. The adjustment takes into account collateral posted by it and the effects of master netting agreements.

The own credit adjustment for fair value does not alter cash flows, is not used for performance management, is disregarded for regulatory capital reporting processes and will reverse over time as the liabilities mature.

The reserve movement between periods will not equate to the reported profit or loss for own credit. The balance sheet reserves are stated by conversion of underlying currency balances at spot rates for each period whereas the income statement includes intra-period foreign exchange sell-offs.

The effect of change in credit spreads could be reversed in future periods, provided the liability is not repaid at a premium or a discount.

The following table shows own credit adjustments on own liabilities.

 
Debt securities in issue (1)
Subordinated 
liabilities 
DFV (2)
£m 
Total 
£m 
Derivatives  
£m 
Total 
£m 
Cumulative own credit adjustment
 
HFT 
£m 
 
DFV (2)
£m 
Total 
£m 
2011
882 
2,647 
3,529 
679 
4,208 
602 
4,810 
2010
517 
1,574 
2,091 
325 
2,416 
534 
2,950 
2009
548 
1,309 
1,857 
474 
2,331 
467 
2,798 
               
               
Carrying values of underlying liabilities
£bn 
£bn 
£bn 
£bn 
£bn 
   
2011
11.5 
35.7 
47.2 
0.9 
48.1 
   
2010
7.7 
43.5 
51.2 
1.1 
52.3 
   
2009
4.0 
41.5 
45.5 
1.3 
46.8 
   

Notes:
(1)
Consists of wholesale and retail note issuances.
(2)
Designated as at fair value through profit and loss.


 
308

 
Notes on the consolidated accounts   continued

11 Financial instruments - valuation continued
Valuation hierarchy
The following tables show financial instruments carried at fair value on the Group’s balance sheet by valuation hierarchy - level 1, level 2 and level 3.

 
2011
 
2010
 
2009
 
Level 1 
£bn 
Level 2 
£bn 
Level 3 
£bn 
Total 
£bn 
 
Level 1 
£bn 
Level 2 
£bn 
Level 3 
£bn 
Total 
£bn 
 
Level 1 
£bn 
Level 2  
£bn 
Level 3  
£bn 
Total 
£bn 
Assets
                           
Loans and advances to banks
                           
 Reverse repos
— 
34.7  
— 
34.7  
 
— 
38.2 
— 
38.2 
 
— 
26.9 
— 
26.9 
 Collateral
— 
19.7  
— 
19.7  
 
— 
25.1 
— 
25.1 
 
— 
18.4 
— 
18.4 
 Other
— 
0.2  
0.4  
0.6  
 
— 
0.6 
0.4 
1.0 
 
— 
0.1 
— 
0.1 
 
— 
54.6  
0.4  
55.0  
 
— 
63.9 
0.4 
64.3 
 
— 
45.4 
— 
45.4 
Loans and advances to customers
                           
 Reverse repos
— 
53.6  
— 
53.6  
 
— 
41.1 
— 
41.1 
 
— 
26.3 
— 
26.3 
 Collateral
— 
22.0  
— 
22.0  
 
— 
14.4 
— 
14.4 
 
— 
9.6 
— 
9.6 
 Other
— 
3.4 
0.4 
3.8  
 
— 
6.2 
0.4 
6.6 
 
— 
7.3 
1.1 
8.4 
 
— 
79.
0.
79.4  
 
— 
61.7 
0.4 
62.1 
 
— 
43.2 
1.1 
44.3 
Debt securities
                           
 UK government
22.4  
— 
— 
22.4  
 
13.5 
— 
— 
13.5 
 
27.3 
— 
— 
27.3 
 US government
35.5  
5.0  
— 
40.5  
 
31.0 
7.0 
— 
38.0 
 
19.2 
9.2 
— 
28.4 
 Other government
53.9  
8.7 
— 
62.6 
 
62.3 
13.6 
— 
75.9 
 
79.6 
16.3 
— 
95.9 
 Corporate
— 
5.0  
0.5  
5.5  
 
— 
6.5 
1.2 
7.7 
 
— 
9.2 
1.2 
10.4 
 Financial institutions
3.0 
61.6 
7.4  
72.
 
3.5 
64.8 
7.0 
75.3 
 
4.2 
88.3 
2.9 
95.4 
 
114.8 
80.3 
7.9  
203.0  
 
110.3 
91.9 
8.2 
210.4 
 
130.3 
123.0 
4.1 
257.4 
Equity shares
12.4  
1.8  
1.0  
15.2  
 
18.4 
2.8 
1.0 
22.2 
 
15.4 
2.6 
1.5 
19.5 
Derivatives
                           
 Foreign exchange
— 
72.9 
1.6 
74.5  
 
— 
83.2 
0.1 
83.3 
 
— 
69.2 
0.2 
69.4 
 Interest rate
0.2  
420.8  
1.1  
422.1  
 
1.7 
308.3 
1.7 
311.7 
 
0.3 
321.8 
1.5 
323.6 
 Equities and commodities
— 
5.9  
0.2  
6.1  
 
0.1  
4.9 
0.2 
5.2 
 
0.4 
6.1 
0.3 
6.8 
 Credit - APS
— 
— 
— 
— 
 
— 
— 
0.6 
0.6 
 
— 
— 
1.4 
1.4 
 Credit - other
— 
23.1 
3.8  
26.9  
 
— 
23.2 
3.1 
26.3 
 
0.1 
37.2 
3.0 
40.3 
 
0.2 
522.7 
6.7 
529.6  
 
1.8 
419.6 
5.7 
427.1 
 
0.8 
434.3 
6.4 
441.5 
 
127.4 
738.4 
16.4  
882.2  
 
130.5 
639.9 
15.7 
786.1 
 
146.5 
648.5 
13.1 
808.1 
                             
Of which
                           
Core
126.9 
724.5 
7.2  
858.6  
 
129.4 
617.6 
7.2 
754.2 
         
Non-Core
0.5  
13.9  
9.2  
23.6  
 
1.1 
22.3 
8.5 
31.9 
         
 
127.4 
738.4 
16.4  
882.2  
 
130.5 
639.9 
15.7 
786.1 
 
 
     
                             
Proportion
14.4% 
83.7% 
1.9% 
100.0% 
 
16.6% 
81.4% 
2.0% 
100.0% 
 
18.1% 
80.3% 
1.6% 
100.0% 
                             
Of which AFS debt securities
                           
 UK government
13.4  
— 
— 
13.4  
 
8.4 
— 
— 
8.4 
 
19.1 
— 
— 
19.1 
 US government
18.1  
2.7  
— 
20.8  
 
17.8 
4.4 
— 
22.2 
 
12.6 
6.4 
— 
19.0 
 Other government
21.6  
4.0  
— 
25.6  
 
26.5 
6.4 
— 
32.9 
 
38.4 
7.1 
— 
45.5 
 Corporate
— 
2.3  
0.2  
2.5  
 
— 
1.4 
0.1 
1.5 
 
— 
3.3 
0.2 
3.5 
 Financial institutions
0.2  
39.3  
5.5  
45.0  
 
0.4 
41.4 
4.3 
46.1 
 
0.2 
54.9 
1.1 
56.2 
 
53.3  
48.3  
5.7  
107.3  
 
53.1 
53.6 
4.4 
111.1 
 
70.3 
71.7 
1.3 
143.3 
Equity shares
0.3  
1.3  
0.4  
2.0  
 
0.3 
1.4 
0.3 
2.0 
 
0.5 
1.7 
0.7 
2.9 
Total AFS assets
53.6  
49.6  
6.1  
109.3  
 
53.4 
55.0 
4.7 
113.1 
 
70.8 
73.4 
2.0 
146.2 
                             
Of which
                           
Core
53.6  
46.9 
0.6  
101.1 
 
52.8 
49.2 
1.0 
103.0 
         
Non-Core
— 
2.7  
5.5  
8.2  
 
0.6 
5.8 
3.7 
10.1 
         
 
53.6  
49.6 
6.1  
109.3 
 
53.4 
55.0 
4.7 
113.1 
         

For notes relating to this table refer to page 310.

 
309

 
Notes on the consolidated accounts   continued
 
 
2011
 
2010
 
2009
 
Level 1  
Level 2  
Level 3 
Total 
 
Level 1  
Level 2  
Level 3 
Total 
 
Level 1   
Level 2  
Level 3 
Total\
 
£bn  
£bn  
£bn  
£bn 
 
£bn  
£bn  
£bn  
£bn 
 
£bn   
£bn  
£bn  
£bn 
Liabilities
                           
Deposits by banks
                           
 Repos
— 
23.3  
— 
23.3  
 
— 
20.6 
— 
20.6 
 
— 
21.0 
— 
21.0 
 Collateral
— 
31.8  
— 
31.8  
 
— 
26.6 
— 
26.6 
 
— 
28.2 
— 
28.2 
 Other
— 
2.4  
— 
2.4  
 
— 
1.6 
— 
1.6 
 
— 
4.4 
— 
4.4 
 
— 
57.5  
— 
57.5  
 
48.8 
— 
48.8 
 
— 
53.6 
— 
53.6 
Customer accounts
                           
 Repos
— 
65.5  
— 
65.5  
 
— 
53.0 
— 
53.0 
 
— 
41.5 
— 
41.5 
 Collateral
— 
9.2 
— 
9.2 
 
— 
10.4 
— 
10.4 
 
— 
8.0 
— 
8.0 
 Other
— 
10.8 
— 
10.8 
 
— 
8.7 
0.1 
8.8 
 
— 
11.8 
0.1 
11.9 
 
— 
85.5  
— 
85.5  
 
72.1 
0.1 
72.2 
 
— 
61.3 
0.1 
61.4 
Debt securities in issue
— 
45.0  
2.2  
47.2  
 
— 
49.0 
2.2 
51.2 
 
— 
43.2 
2.3 
45.5 
Short positions
34.4  
6.3  
0.3  
41.0  
 
35.0 
7.3 
0.8 
43.1 
 
27.1 
13.2 
0.2 
40.5 
Derivatives
                           
 Foreign exchange
— 
80.6 
0.4  
81.0 
 
0.1 
89.3 
— 
89.4 
 
— 
63.9 
— 
63.9 
 Interest rate
0.4 
405.2 
1.1  
406.7 
 
0.2 
298.0 
1.0 
299.2 
 
0.1 
310.5 
0.8 
311.4 
 Equities and commodities
— 
9.1 
0.5  
9.6 
 
0.1 
9.6 
0.4 
10.1 
 
1.0 
8.5 
0.2 
9.7 
 Credit - APS
— 
— 
0.2  
0.2  
 
— 
— 
— 
— 
 
— 
— 
— 
— 
 Credit - other
— 
24.9 
1.6 
26.5  
 
— 
25.0 
0.3 
25.3 
 
— 
38.1 
1.0 
39.1 
 
0.4 
519.8 
3.8 
524.0  
 
0.4 
421.9 
1.7 
424.0 
 
1.1 
421.0 
2.0 
424.1 
Subordinated liabilities
— 
0.9  
— 
0.9  
 
— 
1.1 
— 
1.1 
 
— 
1.3 
— 
1.3 
 
34.8 
715.0 
6.3 
756.1  
 
35.4 
600.2 
4.8 
640.4 
 
28.2 
593.6 
4.6 
626.4 
                             
Of which
                           
Core
34.8 
708.9 
5.7 
749.4  
 
35.4 
586.9 
3.8 
626.1 
         
Non-Core
— 
6.1  
0.6  
6.7  
 
— 
13.3 
1.0 
14.3 
         
 
34.8 
715.0 
6.3 
756.1  
 
35.4 
600.2 
4.8 
640.4 
         
                             
Proportion
4.6% 
94.6% 
0.8% 
100.0% 
 
5.5% 
93.7% 
0.8% 
100.0% 
 
4.5% 
94.8% 
0.7% 
100.0% 

Note:
(1)
Level 1: valued using unadjusted quoted prices in active markets, for identical financial instruments. Examples include G10 government securities, listed equity shares, certain exchange-traded derivatives and certain US agency securities.

 
Level 2: valued using techniques based significantly on observable market data. Instruments in this category are valued using:
 
(a)
quoted prices for similar instruments or identical instruments in markets which are not considered to be active; or
 
(b)
valuation techniques where all the inputs that have a significant effect on the valuations are directly or indirectly based on observable market data.
 
The type of instruments that trade in markets that are not considered to be active, but are based on quoted market prices, banker dealer quotations, or alternative pricing sources with reasonable levels of price transparency and those instruments valued using techniques include non-G10 government securities, most government agency securities, investment-grade corporate bonds, certain mortgage products , including CLOs, most bank loans, repos and reverse repos, less liquid listed equities, state and municipal obligations, most notes issued, investment contracts issued by the Group's life assurance business (2009) and certain money market securities and loan commitments and most OTC derivatives.

Level 3: instruments in this category have been valued using a valuation technique where at least one input which could have a significant effect on the instrument’s valuation, is not based on observable market data. Where inputs can be observed from market data without undue cost and effort, the observed input is used. Otherwise, the Group determines a reasonable level for the input. Financial instruments primarily include cash instruments which trade infrequently, certain syndicated and commercial mortgage loans, unlisted equity shares, certain residual interests in securitisations, majority of CDOs, other mortgage-backed products and less liquid debt securities, certain structured debt securities in issue, and OTC derivatives where valuation depends upon unobservable inputs such as certain credit and exotic derivatives. No gain or loss is recognised on the initial recognition of a financial instrument valued using a technique incorporating significant unobservable data.




 
310

 
Notes on the consolidated accounts   continued


11 Financial instruments - valuation continued
The following table analyses level 3 balances and related valuation sensitivities.

 
2011
 
2010
 
2009
   
   
Sensitivity (1)
   
Sensitivity (1)
   
Sensitivity (1)
   
 
Balance 
Favourable 
Unfavourable  
 
Balance 
Favourable 
Unfavourable 
 
Balance 
Favourable 
Unfavourable 
   
 
£bn  
£m 
£m 
 
£bn  
£m 
£m 
 
£bn 
£m 
£m 
 
Assumptions
Assets
                         
Loans and advances
0.8 
120 
(70)
 
0.8 
70 
(60)
 
1.1 
80 
(40)
 
c, k
Debt securities
                         
Corporate
0.5  
30  
(30)
 
1.2 
210 
(170)
 
1.2 
180 
(60)
 
c
Financial institutions
7.4  
560  
(180)
 
7.0 
540 
(180)
 
2.9 
290 
(170)
 
a, c, d, i, j, m, n, o, p
 
7.9  
590  
(210)
 
8.2 
750 
(350)
 
4.1 
470 
(230)
   
Equity shares
1.0  
140  
(130)
 
1.0 
160 
(160)
 
1.5 
280 
(220)
 
h
Derivatives
                         
Foreign exchange
1.6 
100  
(100)
 
0.1 
— 
— 
 
0.2 
10 
— 
 
a, q
Interest rate
1.1  
80  
(80)
 
1.7 
150 
(140)
 
1.5 
80 
(100)
 
a, q
Equities and commodities
0.2  
— 
— 
 
0.2 
— 
— 
 
0.3 
20 
(20)
 
a, f
Credit - APS
— 
— 
— 
 
0.6 
860 
(940)
 
1.4 
1,370 
(1,540)
 
a, c, e, g, l
Credit - other
3.8  
680  
(400)
 
3.1 
320 
(170)
 
3.0 
420 
(360)
 
a, b, q
 
6.7 
860  
(580)
 
5.7 
1,330 
(1,250)
 
6.4 
1,900 
(2,020)
   
 
16.4  
1,710  
(990)
 
15.7 
2,310 
(1,820)
 
13.1 
2,730 
(2,510)
   
                           
                           
Of which AFS debt securities
                         
Corporate
0.2  
10  
(10)
 
0.1  
20 
(20)
 
0.2 
10 
(10)
   
Financial institutions
5.5  
310  
(50)
 
4.3  
280 
(40)
 
1.1 
80 
(40)
   
 
5.7  
320  
(60)
 
4.4 
300 
(60)
 
1.3 
90 
(50)
   
Equity shares
0.4  
70  
(70)
 
0.3 
60 
(60)
 
0.7 
100 
(90)
   
Total AFS assets
6.1  
390  
(130)
 
4.7 
360 
(120)
 
2.0 
190 
(140)
   
                           
                           
Liabilities
                         
Customer accounts
— 
20 
(20)
 
0.1 
60 
(60)
 
0.1 
— 
(10)
 
a, c
Debt securities in issue
2.2  
80 
(60)
 
2.2 
90 
(110)
 
2.3 
50 
(10)
 
a, q
Short positions
0.3  
10 
(100)
 
0.8 
20 
(50)
 
0.2 
10 
(20)
 
a, c
Derivatives
                         
Foreign exchange
0.4  
30 
(20)
 
— 
— 
(10)
 
— 
— 
— 
 
a, q
Interest rate
1.1  
80 
(90)
 
1.0 
70 
(90)
 
0.8 
40 
(60)
 
a, q
Equity and commodities
0.5  
10 
(10)
 
0.4 
10 
— 
 
0.2 
20 
(70)
 
a, f
Credit - APS
0.2  
300 
(40)
 
— 
— 
— 
 
— 
— 
— 
 
a, c, e, g, l
Credit - other
1.6 
80 
(130)
 
0.3 
40 
(40)
 
1.0 
80 
(100)
 
a, b, q
 
3.8 
500 
(290)
 
1.7 
120 
(140)
 
2.0 
140 
(230)
   
 
6.3 
610  
(470)
 
4.8 
290 
(360)
 
4.6 
200  
(270)
   


Key to assumptions:
(a) Correlation; (b) counterparty credit risk; (c) credit spreads; (d) default rates; (e) discount rate recoveries; (f) dividends; (g) expected losses; (h) fund valuation; (i) housing prices; (j) implied collateral valuation; (k) indices; (l) loss credits; (m) prepayment rates; (n) probability of default; (o) loss severity and yield; (p) recovery rates; (q) volatility .

Note:
(1)
Sensitivity represents the favourable and unfavourable effect on the income statement or the statement of comprehensive income due to reasonably possible changes to valuations using reasonably possible alternative inputs to the Group's valuation techniques or models. Totals for sensitivities are not indicative of the total potential effect on the income statement or the statement of comprehensive income.
 
 
 
311

 
Notes on the consolidated accounts   continued
 
Key points
·   
Total assets carried at fair value increased by £96.1 billion in the year to £882.2 billion at 31 December 2011, principally reflecting increases in derivative assets (£102.5 billion) , reverse repos (£9.0 billion) and derivative collateral (£2.2 billion), partially offset by decreases in debt securities (£7.4 billion) and equity shares (£7.0 billion).

·   
Total liabilities carried at fair value increased by £115.7 billion, with increases in derivative liabilities (£100.0 billion), repos (£15.2 billion) and collateral (£4.0 billion), partially offset by decreases in debt securities in issue (£4.0 billion) and short positions (£2.1 billion).

·   
Level 3 assets of £16.4 billion represented 1.9% (2010 - £15.7 billion and 2.0%) of assets at fair value, an increase of £0.7 billion.  This reflected transfers from level 2 to level 3 of £5.7 billion based on a review in the latter part of 2011 in light of liquidity in the market, maturity and sale of instruments.  These transfers related to ABS in Non - Core Markets and certain foreign exchange options and credit derivatives in GBM.  £1.9 billion was transferred from level 3 to level 2, based on the re-assessment of the impact and nature of unobservable inputs used in valuation models.

·   
Level 3 liabilities increased to £6.3 billion in the year from £4.8 billion, mainly in credit derivatives due to market liquidity and resultant transfers from level 2 to level 3.

·   
The favourable and unfavourable effects of reasonably possible alternative assumptions on level 3 instruments carried at fair value excluding APS credit derivatives were £2.0 billion favourable (2010 - £1.7 billion favourable) and £1.4 billion unfavourable (2010 - £1.2 billion unfavourable) respectively. Favourable and unfavourable sensitivities for APS credit derivatives were £0.3 billion (2010 - £0.9 billion favourable) and £0.1 billion unfavourable (2010 - £0.9 billion unfavourable). The change in APS sensitivities reflected the decrease in overall value of the Scheme.

·   
There were no significant transfers between level 1 and level 2 .

The level 3 sensitivities above are calculated at a trade or low level portfolio basis. They are not calculated on an overall portfolio basis and therefore do not reflect the likely overall potential uncertainty on the whole portfolio. The figures are aggregated and do not reflect the correlated nature of some of the sensitivities. In particular, for some of the portfolios the sensitivities may be negatively correlated where a downwards movement in one asset would produce an upwards movement in another, but due to the additive presentation of the above figures this correlation cannot be observed. For example, with assets in the APS, the downwards sensitivity on the underlying asset would be partially offset by the consequent upward movement of the APS derivative, so whilst the net sensitivity of the two positions may be lower, it would be shown with the gross upside and downside sensitivity of the two assets inflating the overall sensitivity figures in the above table. The actual potential downside sensitivity of the total portfolio may be less than the non-correlated sum of the additive figures as shown in the above table.

Judgmental issues
The diverse range of products traded by the Group results in a wide range of instruments that are classified into the three level hierarchy. Whilst the majority of these instruments naturally fall into a particular level, for some products an element of judgment is required. The majority of the Group’s financial instruments carried at fair value are classified as level 2: inputs are observable either directly (i.e. as a price) or indirectly (i.e. derived from prices).

Active and inactive markets
A key input in the decision making process for the allocation of assets to a particular level is liquidity. In general, the degree of valuation uncertainty depends on the degree of liquidity of an input . For example, a derivative can be placed into level 2 or level 3 dependent upon its liquidity .

Where markets are liquid or very liquid, little judgment is required. However , when the information regarding the liquidity in a particular market is not clear, a judgment may need to be made. This can be made more difficult as assessing the liquidity of a market may not always be straightforward. For an equity traded on an exchange, daily volumes of trading can be seen, but for an-over - the counter (OTC) derivative assessing the liquidity of the market with no central exchange can be more difficult.

A key related issue is where a market moves from liquid to illiquid or vice versa. Where this change is considered to be temporary, the classification is not changed. For example , if there is little market trading in a product on a reporting date but at the previous reporting date and during the intervening period the market has been considered to be liquid, the instrument will continue to be classified in the same level in the hierarchy. This is to provide consistency so that transfers between levels are driven by genuine changes in market liquidity and do not reflect short term or seasonal effects.

Interaction with the IPV process
The determination of an instrument’s level cannot be made at a global product level as a single product type can be in more than one level . For example , a single name corporate credit default swap could be in level 2 or level 3 depending on whether the reference counterparty is liquid or illiquid.

As part of the Group’s IPV process , data is gathered at a trade level from market trading activity, trading systems, pricing services, consensus pricing providers, brokers and research material amongst other sources.

The breadth and detail of this data allows a good assessment to be made of liquidity and pricing uncertainty, which assists with the process of allocation to an appropriate level. Where suitable independent pricing information is not readily available the instrument will be considered to be level 3.

 
312

 
Notes on the consolidated accounts   continued


11 Financial instruments - valuation continued
Modelled products
For modelled products the market convention is to quote these trades through the model inputs or parameters as opposed to a cash price equivalent. A mark-to-market is derived from the use of the independent market inputs calculated using the Group’s model.

The decision to classify a modelled asset as level 2 or 3 will be dependent upon the product/model combination, the currency, the maturity, the observability of input parameters and other factors. All these need to be assessed to classify the asset.

An assessment is made of each input into a model. There may be multiple inputs into a model and each is assessed in turn for observability and quality. If an input fails the observability or quality tests then the instrument is considered to be in level 3 unless the input can be shown to have an insignificant effect on the overall valuation of the product.

The majority of derivative instruments are classified as level 2 as they are vanilla products valued using observable inputs. The valuation uncertainty on these is considered to be low and both input and output testing may be available. Examples of these products would be vanilla interest rate swaps, foreign exchange swaps and liquid single name credit derivatives.

Non-modelled products
Non-modelled products are generally quoted on a price basis and can therefore be considered for each of the 3 levels. This is determined by the liquidity and valuation uncertainty of the instruments which is in turn measured from the availability of independent data used by the IPV process.

The availability and quality of independent pricing information is considered during the classification process. An assessment is made regarding the quality of the independent information. For example where consensus prices are used for non - modelled products, a key assessment of the quality of a price is the depth of the number of prices used to provide the consensus price. If the depth of contributors falls below a set hurdle rate, the instrument is considered to be level 3. This hurdle rate is consistent with the rate used in the IPV process to determine whether or not the data is of sufficient quality to adjust the instrument’s valuations. However, where an instrument is generally considered to be illiquid, but regular quotes from market participants exist, these instruments may be classified as level 2 depending on frequency of quotes, other available pricing and whether the quotes are used as part of the IPV process or not.
 
For some instruments with a wide number of available price sources, there may be differing quality of available information and there may be a wide range of prices from different sources. In these situations an assessment is made as to which source is the highest quality and this will be used to determine the classification of the asset. For example , a tradable quote would be considered a better source than a consensus price.

Instruments that cross levels
Some instruments will predominantly be in one level or the other, but others may cross between levels. For example , a cross currency swap may be between very liquid currency pairs where pricing is readily observed in the market and will therefore be classified as level 2. The cross currency swap may also be between two illiquid currency pairs in which case the swap would be placed into level 3. Defining the difference between liquid and illiquid may be based upon the number of consensus providers the consensus price is made up from and whether the consensus price can be supplemented by other sources.

Level 3 portfolios and sensitivity methodologies
For each of the portfolio categories shown in the tables above, there follows a description of the types of products that comprise the portfolio and the valuation techniques that are applied in determining fair value, including a description of valuation techniques used for levels 2 and 3 and inputs to those models and techniques. Where reasonably possible alternative assumptions of unobservable inputs used in models would change the fair value of the portfolio significantly, the alternative inputs are indicated. Where there have been significant changes to valuation techniques during the year a discussion of the reasons for this are also included.

Loans and advances to customers
Loans in level 3 primarily comprise loans to emerging market counterparties, structured loans and legacy commercial mortgages.

Commercial mortgages
These senior and mezzanine commercial mortgages are loans secured on commercial land and buildings that were originated or acquired by the Group for securitisation. Senior commercial mortgages carry a variable interest rate and mezzanine or more junior commercial mortgages may carry a fixed or variable interest rate. Factors affecting the value of these loans may include, but are not limited to, loan type, underlying property type and geographic location, loan interest rate, loan to value ratios, debt service coverage ratios, prepayment rates, cumulative loan loss information, yields, investor demand, market volatility since the last securitisation and credit enhancement. Where observable market prices for a particular loan are not available, the fair value will typically be determined with reference to observable market transactions in other loans or credit related products including debt securities and credit derivatives. Assumptions are made about the relationship between the loan and the available benchmark data.

 
313

 
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Debt securities
Level 3 debt securities principally comprise asset-backed securities.

Residential mortgage-backed securities (RMBS)
RMBS where the underlying assets are US agency-backed mortgages and there is regular trading are generally classified as level 2 in the fair value hierarchy. RMBS are also classified as level 2 when regular trading is not prevalent in the market, but similar executed trades or third-party data including indices, broker quotes and pricing services can be used to substantiate the fair value. RMBS are classified as level 3 when trading activity is not available and a model with significant unobservable data is utilised.

In determining whether an instrument is similar to that being valued, the Group considers a range of factors, principally: the lending standards of the brokers and underwriters that originated the mortgages, the lead manager of the security, the issue date of the respective securities, the underlying asset composition (including origination date, loan to value ratios, historic loss information and geographic location of the mortgages), the credit rating of the instrument, and any credit protection that the instrument may benefit from, such as insurance wraps or subordinated tranches. Where there are instances of market observable data for several similar RMBS tranches, the Group considers the extent of similar characteristics shared with the instrument being valued, together with the frequency, tenor and nature of the trades that have been observed. This method is most frequently used for US and UK RMBS. RMBS of Dutch and Spanish originated mortgages guaranteed by those governments are valued using the credit spreads of the respective government debt and certain assumptions made by the Group, or based on observable prices from Bloomberg or consensus pricing services.

The Group primarily uses an industry standard model to project the expected future cash flows to be received from the underlying mortgages and to forecast how these cash flows will be distributed to the various holders of the RMBS. This model utilises data provided by the servicer of the underlying mortgage portfolio, layering on assumptions for mortgage prepayments, probability of default, expected losses and yield. The Group uses data from third-party sources to calibrate its assumptions, including pricing information from third party pricing services, independent research, broker quotes, and other independent sources. An assessment is made of third party data source to determine its applicability and reliability. The Group adjusts the model price with a liquidity premium to reflect the price that the instrument could be traded in the market and may also make adjustments for model deficiencies.

The fair value of securities within each class of asset changes on a broadly consistent basis in response to changes in given market factors. However, the extent of the change, and therefore the range of reasonably possible alternative assumptions, may be either more or less pronounced, depending on the particular terms and circumstances of the individual security. The Group believes that probability of default was the least transparent input into Alt-A and prime RMBS modelled valuations (and most sensitive to variations).

Commercial mortgage-backed securities (CMBS)
CMBS are valued using an industry standard model and the inputs, where possible, are corroborated using observable market data.

Collateralised debt obligations (CDO)
CDOs purchased from third-parties are valued using independent, third-party quotes or independent lead manager indicative prices. For super senior CDOs which have been originated by the Group no specific third-party information is available. The valuation of these super senior CDOs therefore takes into consideration outputs from a proprietary model, market data and appropriate valuation adjustments.

A collateral net asset value methodology using dealer buy side marks is used to determine an upper bound for super senior CDO valuations. An ABS index implied collateral valuation is also used to provide a market calibrated valuation data point. Both the ABS index implied valuation and the collateral net asset value methodology apply an assumed immediate liquidation approach.

Collateralised loan obligations (CLO)
To determine the fair value of CLOs purchased from third parties, the Group uses third party broker or lead manager quotes as the primary pricing source. These quotes are benchmarked to consensus pricing sources where they are available.

For CLOs originated and still held by the Group, the fair value is determined using a correlation model based on a Monte Carlo simulation framework. The main model inputs are credit spreads and recovery rates of the underlying assets and their correlation. A credit curve is assigned to each underlying asset based on prices from third party dealer quotes and cash flow profiles, sourced from an industry standard model. Losses are calculated taking into account the attachment and detachment point of the exposure. Where the correlation inputs to this model are not observable, CLOs are classified as level 3.

Other asset-backed and corporate debt securities
Where observable market prices for a particular debt security are not available, the fair value will typically be determined with reference to observable market transactions in other related products, such as similar debt securities or credit derivatives. Assumptions are made about the relationship between the individual debt security and the available benchmark data. Where significant management judgment has been applied in identifying the most relevant related product, or in determining the relationship between the related product and the instrument itself, the instrument is classified as level 3.

Equity shares
Private equity investments include unit holdings and limited partnership interests primarily in corporate private equity funds, debt funds and fund of hedge funds. Externally managed funds are valued using recent prices where available. Where not available, the fair value of investments in externally managed funds is generally determined using statements or other information provided by the fund managers.

The Group considers that valuations may rely significantly on the judgments and estimates made by the fund managers, particularly in assessing private equity components. Given the decline in liquidity in world markets, and the level of subjectivity, these are included in level 3.

 
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11 Financial instruments - valuation continued
Derivatives
Derivatives are priced using quoted prices for the same or similar instruments where these are available. However, the majority of derivatives are valued using pricing models. Inputs for these models are usually observed directly in the market, or derived from observed prices. However, it is not always possible to observe or corroborate all model inputs. Unobservable inputs used are based on estimates taking into account a range of available information including historic analysis, historic traded levels, market practice, comparison to other relevant benchmark observable data and consensus pricing data.

Credit derivatives - APS
The Group purchased credit protection over a portfolio of specified assets and exposures (covered assets) from HM Treasury. The Group has a right to terminate the APS at any time provided that the Financial Services Authority has confirmed in writing to HM Treasury that it has no objection to the proposed termination. On termination the Group must pay HM Treasury the higher of the regulatory capital relief received and £2.5 billion less premiums paid plus the aggregate of amounts received from the UK Government under the APS. The Group has paid APS premiums totalling £2,225 million (£125 million in 2011, £700 million in 2010 and £1,400 million in 2009). From 31 December 2011, premiums of £125 million are payable quarterly until the earlier of 2099 and the date the Group leaves the Scheme.

The APS is a single contract providing credit protection in respect of the covered assets. Under IFRS, credit protection is treated either as a financial guarantee contract or as a derivative financial instrument depending on the terms of the agreement and the nature of the protected assets and exposures. The Group has concluded, principally because the covered portfolio includes significant exposure in the form of derivatives, that the APS does not meet the criteria to be treated as a financial guarantee contract. The contract has therefore been accounted for as a derivative financial instrument. It was recognised initially and measured subsequently at fair value with changes in fair value recognised in profit or loss within income from trading activities. There is no change in the recognition and measurement of the covered assets as a result of the APS.

For the purpose of the APS, a loss is deemed to have arisen on a covered asset when that asset has experienced a trigger event which comprises of failure to pay subject to grace periods, bankruptcy and restructuring.

Where protection is provided on a particular seniority of exposure, as is the case with the APS, which requires initial losses to be taken by the Group, it is termed ‘tranched’ protection. The model being used to value the APS - a Gaussian Copula model with stochastic recoveries - is used by the Group to value tranches traded by the exotic credit desk and is a model that is currently used within the wider market.

The option to exit the APS is not usually present in such tranched trades and consequently, there is no standard market practice for reflecting this part of the trade within the standard model framework. The approach that has been adopted assumes that the Group will not exit the trade before the minimum level of fees have been paid and at this point it will be clear whether it should exit the trade or not. The APS derivative is valued as the payment of the minimum level of fees in return for protection receipts which are in excess of both the first loss and the total future premiums.

The model primarily uses the following inputs in relation to each individual non-triggered asset: notional, maturity, probability of default and expected recovery rate given default. Other key inputs include: the correlation between the underlying assets; the range of possible recovery rates on the underlying assets (“alpha”); the size of the first loss. The size of the first loss is adjusted to reflect both realised and expected losses on triggered assets as well as the level of expected losses on covered assets that have been sold, that can be treated as losses for the purpose of the APS (“loss credits”).

During 2011, refinements were made to the treatment of expected losses on certain triggered assets following a modification to the trigger events that apply to some portfolios. The valuation refinement was made to accurately reflect the impact of the changes. The expected losses arising on assets that trigger under the modified rules now reflect a range of possible recovery rates.

The APS protects a wide range of asset types, and hence, the correlation between the underlying assets cannot be observed from market data. In the absence of this, the Group determines a reasonable level for this input. The expected recovery rate given default is based on internally assessed levels. The probability of default is calculated with reference to data observable in the market. Where possible, data is obtained for each asset within the APS, but for most of the assets, such observable data does not exist. In these cases, this important input is determined from information available for similar entities by geography and rating. The approach for doing this was refined during the year in order to accurately reflect both changes in market conditions and the profile of the portfolio of covered assets.

As the inputs into the valuation model are not all observable the APS derivative is a level 3 instrument. The fair value of the credit protection at 31 December 2011 was £(0.2) billion (2010 - £0.6 billion; 2009 - £1.4 billion).


 
315

 
Notes on the consolidated accounts   continued


The Group has used the following reasonably possible alternative assumptions in relation to those inputs that could have a significant effect on the valuation of the APS:

Correlation: +/- 10%
The correlation uncertainty relates to both the nature of the underlying portfolio and the seniority of protection. The +/-10% correlation range looks reasonable in light of market observable correlations of similar levels of protection seniority, for portfolios of investment grade and high yield assets.

Range of possible recovery rates on underlying assets (alpha): +/- 10%
The level of alpha used in the valuation of the APS is in line with that used to value tranches traded by the exotic credit desk and assumes that the underlying assets have a wide range of potential recovery rates. As the APS protects a wider range of asset classes than is generally referenced by exotic credit trades, there is uncertainty in relation to this approach. A comparison of actual recoveries to expected recoveries supports the approach adopted and, in light of this, only changes of +/-10% in the assumed width of this range are considered reasonable.

Credit spreads: +/- 10%
The credit spread uncertainty relates to determining the probability of default for assets where there is no such observable data in the market. An analysis of the impact on credit spreads of small changes in the ratings assumptions in key geographic regions indicated that overall credit spread movements in the +/- 10% range look reasonable.

Discount curve: +/- 1%
Due to the long-dated contractual maturity of the APS, and the requirement to pay fixed levels of premiums each year, the valuation is sensitive to long-term interest rates. Valuation uncertainty arises due to the illiquidity of such interest rates. An interest rate range of +/- 1% is considered reasonable.

Loss credits: +/- 10%
The level of expected losses on covered assets that have been sold that can be treated as losses for the purpose of the APS are assessed by the Asset Protection Agency. For disposals made by the Group where this assessment has not been completed, the Group makes an estimate of the likely assessment for the purpose of valuing of the APS. A range of +/- 10% in the level of assessment is considered reasonable.

Using the above reasonably possible alternative assumptions, the fair value of the APS derivative could be higher by approximately £295 million or lower by approximately £44 million as detailed in the table below.


Sensitivity
Favourable  
£m  
Unfavourable  
£m  
Correlation +/- 10%
35 
(23)
Recover alpha +/- 10%
64 
(44)
Spreads +/-10%
(5)
Discount curve +/- 1%
48 
(34)
Loss credit +/- 10%
(2)
Cumulative offset
141 
64 
Total
295 
(44)

Individual sensitivities above have been aggregated and do not reflect the correlated effect of some of the assumptions as related sensitivities.

Credit derivatives - other
The Group's other credit derivatives include vanilla and bespoke portfolio tranches, gap risk products and certain other unique trades.

Valuation of single name credit derivatives is carried out using industry standard models. Where single name derivatives have been traded and there is a lack of independent data or the quality of the data is weak, these instruments are classified into level 3. These assets will be priced using the Group’s standard credit derivative model using a proxy curve based upon a suitable alternative single name curve, a cash based product or a sector based curve. Where the sector based curve is used, the proxy will be chosen taking maturity, rating, seniority, geography and internal credit review on recoveries into account. Sensitivities for these instruments will be based upon the selection of reasonable alternative assumptions which may include adjustments to the credit curve and recovery rate assumptions.

The bespoke portfolio tranches are synthetic tranches referenced to a bespoke portfolio of corporate names on which the Group purchases credit protection. Bespoke portfolio tranches are valued using Gaussian Copula, a standard method which uses observable market inputs (credit spreads, index tranche prices and recovery rates) to generate an output price for the tranche by way of a mapping methodology. In essence this method takes the expected loss of the tranche expressed as a fraction of the expected loss of the whole underlying portfolio and calculates which detachment point on the liquid index, and hence which correlation level, coincides with this expected loss fraction. Where the inputs to this valuation technique are observable in the market, bespoke tranches are considered to be level 2 assets. Where inputs are not observable, bespoke tranches are considered to be level 3 assets. However, all transactions executed with a CDPC counterparty are considered level 3 as the counterparty credit risk assessment is a significant component of these valuations.


 
316

 
Notes on the consolidated accounts   continued


11 Financial instruments - valuation continued
Gap risk products are leveraged trades, with the counterparty's potential loss capped at the amount of the initial principal invested. Gap risk is the probability that the market will move discontinuously too quickly to exit a portfolio and return the principal to the counterparty without incurring losses, should an unwind event be triggered. This optionality is embedded within these portfolio structures and is very rarely traded outright in the market. Gap risk is not observable in the markets and, as such, these structures are deemed to be level 3 instruments.

Other unique trades are valued using a specialised model for each instrument and the same market data inputs as all other trades where applicable. By their nature, the valuation is also driven by a variety of other model inputs, many of which are unobservable in the market. Where these instruments have embedded optionality they are valued using a variation of the Black-Scholes option pricing formula, and where they have correlation exposure they are valued using a variant of the Gaussian Copula model. The volatility or unique correlation inputs required to value these products are generally unobservable and the instruments are therefore deemed to be level 3 instruments.

Equity derivatives
Equity derivative products are split into equity exotic derivatives and equity hybrids. Equity exotic derivatives have payouts based on the performance of one or more stocks, equity funds or indices. Most payouts are based on the performance of a single asset and are valued using observable market option data. Unobservable equity derivative trades are typically complex basket options on stocks. Such basket option payouts depend on the performance of more than one equity asset and require correlations for their valuation. Valuation is then performed using industry standard valuation models, with unobservable correlation inputs calculated by reference to correlations observed between similar underlyings.

Equity hybrids have payouts based on the performance of a basket of underlyings where underlyings are from different asset classes. Correlations between these different underlyings are typically unobservable with no market information on closely related assets available. Where no market for the correlation input exists, these inputs are based on historical time series.

Interest rate and commodity derivatives
Interest rate and commodity options provide a payout (or series of payouts) linked to the performance of one or more underlying, including interest rates, foreign exchange rates and commodities.

Exotic options do not trade in active markets except in a small number of cases. Consequently, the Group uses models to determine fair value using valuation techniques typical for the industry. These techniques can be divided firstly, into modelling approaches and secondly, into methods of assessing appropriate levels for model inputs. The Group uses a variety of proprietary models for valuing exotic trades.

Exotic valuation inputs include the correlation between interest rates, foreign exchange rates and commodity prices. Correlations for more liquid rate pairs are valued using independently sourced consensus pricing levels. Where a consensus pricing benchmark is unavailable, these instruments are classified as level 3.

The carrying value of debt securities in issue is represented partly by underlying cash and partly through a derivative component. The classification of the amount in level 3 is driven by the derivative component and not by the cash element.

Other financial instruments
In addition to the portfolios discussed above, there are other financial instruments which are held at fair value determined from data which are not market observable, or incorporating material adjustments to market observed data.

 
317

 
Notes on the consolidated accounts   continued


Level 3 movement table

 
At  
1 January  
Amounts
recorded in the
 
Level 3 transfers
Issuances 
Purchases 
Settlements  
Sales 
Foreign  
 exchange  
At 31  
 December  
 
Amounts recorded in 
the income statement 
relating to instruments  
held at year end  
Income  
statement (3)
SOCI (1)
In 
Out 
2011
£m  
£m  
£m 
 
£m 
£m  
£m  
£m  
£m 
£m 
£m  
£m  
 
£m  
Assets
                           
FVTPL (2)
                           
Loans and advances
843 
(15)
 
145 
— 
701 
(856)
(64)
760 
 
(11)
Debt securities
3,784 
(177)
 
164 
(380)
1,014 
(149)
(2,026)
13 
2,243 
 
(61)
Equity shares
716 
(46)
 
143 
(33)
56 
(96)
(162)
(5)
573 
 
(43)
Derivatives
5,737 
(511)
 
3,042 
(1,441)
681 
(688)
(146)
55 
6,732 
 
(522)
FVTPL assets
11,080 
(749)
 
3,494 
(1,854)
2,452 
(1,789)
(2,398)
69 
10,308 
 
(637)
                             
AFS
                           
Debt securities
4,379 
 
2,097 
(21)
98 
(817)
(47)
5,697 
 
Equity shares
279 
59 
 
82 
— 
(1)
(29)
(4)
395 
 
(4)
AFS assets
4,658 
62 
 
2,179 
(21)
105 
(818)
(76)
(1)
6,092 
 
(2)
 
15,738 
(745)
62 
 
5,673 
(1,875)
2,557 
(2,607)
(2,474)
68 
16,400 
 
(639)
                             
Liabilities
                           
Deposits
84 
(35)
 
— 
(24)
— 
— 
(4)
— 
22 
 
(25)
Debt securities in issue
2,203 
(201)
 
948 
(520)
688 
— 
(886)
— 
(33)
2,199 
 
(50)
Short positions
776 
(71)
 
58 
(3)
20 
14 
(2)
(504)
291 
 
(207)
Derivatives
1,740 
279 
 
1,822 
(240)
534 
(197)
(169)
38 
3,811 
 
325 
Other financial liabilities
— 
 
— 
(1)
— 
— 
— 
— 
— 
 
— 
 
4,804 
(28)
 
2,828 
(788)
712 
548 
(1,089)
(673)
6,323 
 
43 
                             
Net (losses)/gains
 
(717)
62 
                   
(682)

For notes to this table refer to page 319.

 
318

 
Notes on the consolidated accounts   continued

11 Financial instruments - valuation continued

 
At  
1 January  
Amounts
recorded in the
Transfers  
 in/(out) of  
 level 3  
Issuances 
Purchases 
Settlements  
Sales 
Foreign  
 exchange  
At 31  
 December  
 
Amounts recorded in the  
income statement  
relating to instruments 
held at year end  
Income  
statement (3)
SOCI (1)
2010
£m  
£m  
£m 
£m  
£m  
£m  
£m 
£m 
£m  
£m  
 
£m  
Assets
                       
FVTPL (2)
                       
Loans and advances
1,059 
169 
— 
10 
— 
169 
(451)
(165)
52 
843 
 
38 
Debt securities
2,782 
294 
— 
1,770 
— 
1,973 
(386)
(2,682)
33 
3,784 
 
154 
Equity shares
711 
414 
— 
(26)
— 
654 
— 
(1,027)
(10)
716 
 
54 
Derivatives
6,429 
(1,561)
— 
1,728 
— 
948 
(299)
(1,534)
26 
5,737 
 
(1,556)
 
10,981 
(684)
— 
3,482 
— 
3,744 
(1,136)
(5,408)
101 
11,080 
 
(1,310)
                         
AFS
                       
Debt securities
1,325 
26 
511 
2,909 
— 
306 
(458)
(274)
34 
4,379 
 
10 
Equity shares
749 
(4)
(39)
(118)
— 
22 
(2)
(343)
14 
279 
 
(4)
 
2,074 
22 
472 
2,791 
— 
328 
(460)
(617)
48 
4,658 
 
 
13,055 
(662)
472 
6,273 
— 
4,072 
(1,596)
(6,025)
149 
15,738 
 
(1,304)
                         
Liabilities
                       
Deposits
103 
— 
— 
11 
— 
— 
(32)
— 
84 
 
— 
Debt securities in issue
2,345 
336 
— 
(212)
413 
— 
(695)
— 
16 
2,203 
 
309 
Short positions
184 
(187)
— 
792 
— 
(2)
(16)
(1)
776 
 
(179)
Derivatives
1,987 
(258)
— 
(152)
— 
318 
(175)
(27)
47 
1,740 
 
(187)
Other financial liabilities
— 
— 
— 
— 
— 
— 
— 
— 
 
— 
 
4,620 
(109)
— 
439 
419 
318 
(904)
(43)
64 
4,804 
 
(57)
                         
Net (losses)/gains
 
(553)
472 
               
(1,247)

 
At  
1 January  
Amounts
recorded  in the
Transfers  
 in/(out) of  
level 3  
Reclassification  
Purchases and  
 issuances 
Sales and  
 settlements  
Foreign  
 exchange  
At   31  
December  
 
Amounts recorded in  
the income statement  
relating to instruments 
held at year end  
Income  
statement (3)
SOCI (1)
2009
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
 
£m 
Assets
                     
FVTPL (2)
                     
Loans and advances
3,148 
130 
— 
330 
(1,537)
22 
(898)
(136)
1,059 
 
11 
Debt securities
3,846 
(49)
— 
104 
(157)
378 
(1,207)
(133)
2,782 
 
(165)
Equity shares
793 
(49)
— 
133 
— 
22 
(151)
(37)
711 
 
(48)
Derivatives
10,265 
(3,672)
— 
(211)
— 
1,811 
(1,301)
(463)
6,429 
 
(1,079)
 
18,052 
(3,640)
— 
356 
(1,694)
2,233 
(3,557)
(769)
10,981 
 
(1,281)
                       
AFS
                     
Debt securities
3,102 
(329)
(47)
(929)
— 
128 
(491)
(109)
1,325 
 
(9)
Equity shares
325 
(128)
(13)
632 
— 
53 
(75)
(45)
749 
 
(51)
 
3,427 
(457)
(60)
(297)
— 
181 
(566)
(154)
2,074 
 
(60)
 
21,479 
(4,097)
(60)
59 
(1,694)
2,414 
(4,123)
(923)
13,055 
 
(1,341)
                       
Liabilities
                     
Deposits
290 
43 
— 
(217)
— 
15 
(23)
(5)
103 
 
— 
Debt securities in issue
4,362 
57 
— 
(1,682)
— 
493 
(638)
(247)
2,345 
 
(41)
Short positions
41 
(45)
— 
188 
— 
(4)
— 
184 
 
12 
Derivatives
4,035 
(215)
— 
(978)
— 
76 
(744)
(187)
1,987 
 
(244)
Other financial liabilities
257 
— 
— 
— 
— 
— 
(242)
(14)
 
— 
 
8,985 
(160)
— 
(2,689)
— 
588 
(1,651)
(453)
4,620 
 
(273)
                       
Net losses
 
(3,937)
(60)
             
(1,068)

Notes:
(1)
Consolidated statement of comprehensive income.
(2)
Fair value through profit or loss.
(3)
Net losses on HFT instruments of £860 million (2010 - £694 million; 2009 - £3,372 million) and net gains of £143 million (2010 - £141 million gains; 2009 - £565 million losses) were recorded in other operating income, interest income and impairment losses as appropriate on other instruments.
 
 
 
319

 
Notes on the consolidated accounts   continued

 
Fair value of financial instruments not carried at fair value
The following table shows the carrying value and fair value of financial instruments carried at amortised cost on the balance sheet.

 
2011 
 Carrying value  
2011 
Fair value  
2010 
 Carrying value  
2010 
 Fair value  
2009 
 Carrying value  
2009 
Fair value  
 
£bn  
£bn  
£bn  
£bn  
£bn  
£bn  
Financial assets
           
Cash and balances at central banks
79.3 
79.3 
57.0 
57.0 
52.3  
52.3  
Loans and advances to banks
28.3 
28.2 
36.2 
36.1 
46.3  
46.0  
Loans and advances to customers
436.2 
406.3 
493.1 
468.8 
684.1  
650.9  
Debt securities
6.1 
5.5 
7.1 
6.4 
9.9  
9.0  
Settlement balances
7.8 
7.8 
11.6 
11.6 
12.0  
12.0  
             
Financial liabilities
           
Deposits by banks
51.3 
50.7 
50.0 
50.4 
88.5  
88.3  
Customer accounts
417.5 
417.6 
438.5 
438.6 
552.8  
552.1  
Debt securities in issue
115.4 
112.7 
167.2 
163.8 
222.1  
218.5  
Settlement balances
7.5 
7.5 
11.0 
11.0 
10.4  
10.4  
Subordinated liabilities
25.4 
19.2 
25.9 
21.9 
36.4  
31.6  


The fair value is the amount an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm's length transaction. Quoted market values are used where available; otherwise, fair values have been estimated based on discounted expected future cash flows and other valuation techniques. These techniques involve uncertainties and require assumptions and judgments covering prepayments, credit risk and discount rates. Changes in these assumptions would significantly affect estimated fair values. The fair values reported would not necessarily be realised in an immediate sale or settlement. As a wide range of valuation techniques is available, it may be inappropriate to compare the Group's fair value information to independent markets or other financial institutions.

The fair values of intangible assets, such as core deposits, credit card and other customer relationships are not included in the calculation of these fair values as they are not financial instruments.

The assumptions and methodologies underlying the calculation of fair values of financial instruments at the balance sheet date are as follows:

The fair value of financial instruments which are of short maturity (three months or less) approximates their carrying value. This mainly applies to cash and balances at central banks, items in the course of collection from other banks, settlement balances, items in the course of transmission to other banks and demand deposits.

Loans and advances to banks and customers
In estimating the fair value of loans and advances to banks and customers measured at amortised cost, the Group’s loans are segregated into appropriate portfolios reflecting the characteristics of the constituent loans.  Two principal methods are used to estimate fair value:

(a)
contractual cash flows are discounted using a market discount rate that incorporates the current spread for the borrower or where this is not observable, the spread for borrowers of a similar credit standing.  This method is used for the majority of GBM’s lending portfolios where most counterparties have external ratings.

(b)
expected cash flows (unadjusted for credit losses) are discounted at the current offer rate for the same or similar products.  This approach is adopted for lending portfolios in UK Retail, UK Corporate and Ulster Bank reflecting the more homogeneous nature of these portfolios.

For certain portfolios where there are very few or no recent transactions, for example Ulster Bank’s corporate property lending portfolio, a bespoke approach is used based on available market data.

The discount to amortised cost reflects current stressed markets for Non-Core loans, real estate lending in Ireland and other commercial real estate loans, and in GBM, corporate downgrades .

Debt securities
Fair values are determined using quoted prices where available or by reference to quoted prices of similar instruments.

Deposits by banks and customer accounts
Fair values of deposits are estimated using discounted cash flow valuation techniques.

Debt securities in issue and subordinated liabilities
Fair values are determined using quoted prices where available or by reference to valuation techniques, adjusting for own credit spreads where appropriate.

 
320

 
Notes on the consolidated accounts   continued


12 Financial instruments - maturity analysis
Remaining maturity
The following table shows the residual maturity of financial instruments, based on contractual date of maturity.

 
2011
 
2010
 
2009
 
Less than  
12 months  
More than  
12 months  
Total  
 
Less than  
12 months  
More than  
12 months  
Total  
 
Less than  
12 months  
More than  
12 months  
Total  
 
£m  
£m  
£m  
 
£m  
£m  
£m  
 
£m  
£m  
£m  
Assets
                     
Cash and balances at central banks
79,269 
— 
79,269 
 
56,997 
17 
57,014 
 
52,229  
32  
52,261  
Loans and advances to banks
80,905 
2,405 
83,310 
 
98,789 
1,729 
100,518 
 
89,622  
2,131  
91,753  
Loans and advances to customers
197,338 
318,268 
515,606 
 
199,626 
355,634 
555,260 
 
227,745  
500,648  
728,393  
Debt securities
45,311 
163,769 
209,080 
 
42,678 
174,802 
217,480 
 
69,197  
198,057  
267,254  
Equity shares
— 
15,183 
15,183 
 
— 
22,198 
22,198 
 
— 
19,528  
19,528  
Settlement balances
7,767 
7,771 
 
11,605 
— 
11,605 
 
12,022  
11  
12,033  
Derivatives
60,250 
469,368 
529,618 
 
65,639 
361,438 
427,077 
 
70,537  
370,917  
441,454  
                       
Liabilities
                     
Deposits by banks
100,499 
8,305 
108,804 
 
95,241 
3,549 
98,790 
 
135,641  
6,503  
142,144  
Customer accounts
487,428 
15,527 
502,955 
 
492,609 
18,084 
510,693 
 
586,628  
27,574  
614,202  
Debt securities in issue
68,889 
93,732 
162,621 
 
94,048 
124,324 
218,372 
 
140,826  
126,742  
267,568  
Settlement balances and short
  positions
15,248 
33,268 
48,516 
 
16,981 
37,128 
54,109 
 
17,952  
32,924  
50,876  
Derivatives
61,734 
462,249 
523,983 
 
71,306 
352,661 
423,967 
 
71,625  
352,516  
424,141  
Subordinated liabilities
624 
25,695 
26,319 
 
964 
26,089 
27,053 
 
2,144  
35,508  
37,652  
                       
 
 
 
321

 
Notes on the consolidated accounts   continued

 
On balance sheet liabilities
The following tables show by contractual maturity, the undiscounted cash flows payable up to a period of 20 years from the balance sheet date, including future payments of interest.

 
0-3 months  
3-12 months  
1-3 years  
3-5 years  
5-10 years  
10-20 years  
2011
£m  
£m  
£m  
£m  
£m  
£m  
Deposits by banks
39,139  
5,104  
5,513  
461  
1,121  
364  
Customer accounts
379,692  
23,068  
12,643 
5,389 
1,483  
779  
Debt securities in issue
66,253  
15,756  
25,099 
17,627 
18,833  
4,190  
Derivatives held for hedging
525 
788 
1,981 
1,186 
1,101 
821 
Subordinated liabilities
133  
1,116  
4,392  
7,872  
8,654  
3,488  
Settlement balances and other liabilities
9,015  
37  
36  
62  
16  
15  
 
494,757 
45,869 
49,664 
32,597 
31,208 
9,657 
             
Guarantees and commitments - notional amount
           
Guarantees (1)
24,886 
— 
— 
— 
— 
— 
Commitments (2)
239,963 
— 
— 
— 
— 
— 
 
264,849 
— 
— 
— 
— 
— 
             
2010
           
Deposits by banks
43,396 
4,417 
1,243 
304 
651 
374 
Customer accounts
402,457 
18,580 
8,360 
4,651 
4,393 
2,384 
Debt securities in issue
89,583 
43,032 
31,862 
22,569 
24,209 
6,697 
Derivatives held for hedging
608 
936 
2,103 
969 
681 
253 
Subordinated liabilities
2,485 
2,611 
6,570 
8,691 
8,672 
4,607 
Settlement balances and other liabilities
12,423 
59 
136 
177 
385 
25 
 
550,952 
69,635 
50,274 
37,361 
38,991 
14,340 
             
Guarantees and commitments - notional amount
           
Guarantees (1)
31,026 
— 
— 
— 
— 
— 
Commitments (2)
266,822 
— 
— 
— 
— 
— 
 
297,848 
— 
— 
— 
— 
— 
             
2009
           
Deposits by banks
65,966  
15,541  
3,934  
2,301  
632  
12  
Customer accounts
521,400  
15,619  
5,944  
4,221  
8,490  
4,392  
Debt securities in issue
100,220  
49,300  
56,869  
25,915  
27,326  
3,819  
Derivatives held for hedging
660  
1,566  
3,232  
1,264  
1,674  
1,508  
Subordinated liabilities
1,929  
1,892  
3,654  
4,963  
20,157  
6,105  
Settlement balances and other liabilities
12,048  
100  
139  
104  
239  
83  
 
702,223  
84,018  
73,772  
38,768  
58,518  
15,919  
             
Guarantees and commitments - notional amount
           
Guarantees (1)
39,952  
— 
— 
— 
— 
— 
Commitments (2)
291,634  
— 
— 
— 
— 
— 
 
331,586  
— 
— 
— 
— 
— 


Notes:
(1)
The Group is only called upon to satisfy a guarantee when the guaranteed party fails to meet its obligations. The Group expects most guarantees it provides to expire unused.
(2)
The Group has given commitments to provide funds to customers under undrawn formal facilities, credit lines and other commitments to lend subject to certain conditions being met by the counterparty. The Group does not expect all facilities to be drawn, and some may lapse before drawdown.
 
 

 
 
322

 
Notes on the consolidated accounts   continued

12 Financial instruments - maturity analysis   continued
The tables above show the timing of cash outflows to settle financial liabilities, prepared on the following basis:

Financial liabilities are included at the earliest date on which the counterparty can require repayment regardless of whether or not such early repayment results in a penalty. If repayment is triggered by, or is subject to, specific criteria such as market price hurdles being reached, the liability is included at the earliest possible date that the conditions could be fulfilled without considering the probability of the conditions being met. For example, if a structured note automatically prepays when an equity index exceeds a certain level, the cash outflow will be included in the less than three months period whatever the level of the index at the year end. The settlement date of debt securities issued by certain securitisation vehicles consolidated by the Group depends on when cash flows are received from the securitised assets. Where these assets are prepayable, the timing of the cash outflow relating to securities assumes that each asset will be prepaid at the earliest possible date.

Liabilities with a contractual maturity of greater than 20 years -   the principal amounts of financial liabilities that are repayable after 20 years or where the counterparty has no right to repayment of the principal , are excluded from the table along with interest payments after 20 years.

Held-for-trading assets and liabilities - held-for-trading assets and liabilities amounting to £763.3 billion (assets) and £708.0 billion (liabilities) (2010 - £665.0 billion assets and £586.1 billion liabilities; 2009 - £650.5 billion assets and £568.5 billion liabilities) have been excluded from the table in view of their short - term nature.



13 Financial assets - impairments
The following table shows the movement in the provision for impairment losses on loans and advances.

 
Individually 
assessed 
Collectively 
assessed 
Latent  
 
2011 
2010 
2009 
 
£m  
£m  
£m  
£m  
£m 
£m 
At 1 January
10,236 
5,296 
2,650 
18,182 
17,283 
11,016 
Transfers to disposal groups
(158)
(536)
(79)
(773)
(72)
(324)
Currency translation and other adjustments
(244)
(40)
(283)
43 
(530)
Disposal of subsidiaries
— 
— 
(2,172)
(65)
Amounts written-off
(2,205)
(2,322)
— 
(4,527)
(6,042)
(6,939)
Recoveries of amounts previously written-off
275 
252 
— 
527 
411 
399 
Charged to income statement
           
  - continuing operations
5,195 
2,591 
(545)
7,241 
9,144 
13,090 
  - discontinued operations
(8)
— 
— 
(8)
42 
1,044 
Unwind of discount (recognised in interest income)
(342)
(142)
— 
(484)
(455)
(408)
At 31 December (1)
12,757 
5,140 
1,986 
19,883 
18,182 
17,283 

Note:
(1)
Includes £123 million relating to loans and advances to banks (2010 - £127 million; 2009 - £157 million).


Impairment losses charged to the income statement
2011 
£m 
2010 
£m 
2009 
£m 
Loans and advances to customers
7,241 
9,157 
13,056 
Loans and advances to banks
— 
(13)
34 
 
7,241 
9,144 
13,090 
Debt securities
1,433 
81 
601 
Equity shares
35 
31 
208 
 
1,468 
112 
809 
 
8,709 
9,256 
13,899 


 
323

 
Notes on the consolidated accounts   continued

The following tables analyse impaired financial assets.

 
2011
 
2010
 
2009
     
Carrying 
     
Carrying 
     
Carrying 
 
Cost 
Provision 
value 
 
Cost 
Provision 
value 
 
Cost 
Provision 
value 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
 
£m 
£m 
£m 
Loans and receivables
                     
Loans and advances to banks (1)
137 
123 
14 
 
145 
127 
18 
 
206 
157 
49 
Loans and advances to customers (2)
38,610 
17,774 
20,836 
 
35,556 
15,405 
20,151 
 
34,801 
14,050 
20,751 
 
38,747 
17,897 
20,850 
 
35,701 
15,532 
20,169 
 
35,007 
14,207 
20,800 

Notes:
(1)
Impairment provisions individually assessed.
(2)
Impairment provisions individually assessed on balances of £29,196 million (2010 - £25,492 million; 2009 - £24,540 million) .

 
Carrying 
Carrying 
Carrying 
 
value 
value 
value 
 
2011 
2010 
2009 
 
£m 
£m 
£m 
Available-for-sale securities
     
Debt securities
873 
580 
758 
Equity shares
57 
43 
180 
       
Loans and receivables
     
Debt securities
234 
230 
— 
 
1,164 
853 
938 

The following table shows financial and non-financial assets, recognised on the Group's balance sheet, obtained during the year by taking possession of collateral or calling on other credit enhancements.

 
2011 
2010 
2009 
 
£m 
£m 
£m 
Residential property
60 
47 
52 
Other property
73 
139 
110 
Cash
56 
127 
283 
Other assets
28 
42 
 
191 
341 
487 

In general, the Group seeks to dispose of property and other assets not readily convertible into cash, obtained by taking possession of collateral, as rapidly as the market for the individual asset permits.


 
324

 
Notes on the consolidated accounts   continued

14 Derivatives
Companies in the Group transact derivatives as principal either as a trading activity or to manage balance sheet foreign exchange, interest rate and credit risk.

The Group enters into fair value hedges, cash flow hedges and hedges of net investments in foreign operations. The majority of the Group's interest rate hedges relate to the management of the Group's non-trading interest rate risk. The Group manages this risk within approved limits. Residual risk positions are hedged with derivatives principally interest rate swaps. Suitable larger ticket financial instruments are fair value hedged; the remaining exposure, where possible, is hedged by derivatives documented as cash flow hedges and qualifying for hedge accounting. The majority of the Group's fair value hedges involve interest rate swaps hedging the interest rate risk in recognised financial assets and financial liabilities. Cash flow hedges relate to exposures to the variability in future interest payments and receipts on forecast transactions and on recognised financial assets and financial liabilities. The Group hedges its net investments in foreign operations with currency borrowings and forward foreign exchange contracts.

For cash flow hedge relationships of interest rate risk, the hedged items are actual and forecast variable interest rate cash flows arising from financial assets and financial liabilities with interest rates linked to LIBOR, EURIBOR or the Bank of England Official Bank Rate. The financial assets are customer loans and the financial liabilities are customer deposits and LIBOR linked medium-term notes and other issued securities. At 31 December 2011, variable rate financial assets of £49.5 billion and variable rate financial liabilities of £12.9 billion were hedged in such cash flow hedge relationships.

For cash flow hedging relationships, the initial and ongoing prospective effectiveness is assessed by comparing movements in the fair value of the expected highly probable forecast interest cash flows with movements in the fair value of the expected changes in cash flows from the hedging interest rate swap or by comparing the respective changes in the price value of a basis point. Prospective effectiveness is measured on a cumulative basis i.e. over the entire life of the hedge relationship. The method of calculating hedge ineffectiveness is the hypothetical derivative method. Retrospective effectiveness is assessed by comparing the actual movements in the fair value of the cash flows and actual movements in the fair value of the hedged cash flows from the interest rate swap over the life to date of the hedging relationship.

For fair value hedge relationships of interest rate risk, the hedged items are typically government bonds, large corporate fixed-rate loans, fixed rate finance leases, fixed rate medium-term notes or preference shares classified as debt. At 31 December 2011, fixed rate financial assets of £33.1 billion and fixed rate financial liabilities of £41.4 billion were hedged by interest rate swaps in fair value hedge relationships.

The initial and ongoing prospective effectiveness of fair value hedge relationships is assessed on a cumulative basis by comparing movements in the fair value of the hedged item attributable to the hedged risk with changes in the fair value of the hedging interest rate swap or by comparing the respective changes in the price value of a basis point. Retrospective effectiveness is assessed by comparing the actual movements in the fair value of the hedged items attributable to the hedged risk with actual movements in the fair value of the hedging derivative over the life to date of the hedging relationship.

The following table shows the notional amounts and fair values of the Group's derivatives.


 
2011
 
2010
 
2009
 
Notional  
     
Notional  
     
Notional
   
 
amount  
Assets  
Liabilities  
 
amount  
Assets  
Liabilities  
 
amount
Assets
Liabilities  
 
£bn  
£m  
£m  
 
£bn  
£m  
£m  
 
£bn
£m
£m  
Exchange rate contracts
                     
Spot, forwards and futures
2,127 
30,249 
28,868 
 
2,807 
39,859 
41,424 
 
2,004
26,744
24,898
Currency swaps
1,071 
25,212 
33,541 
 
1,000 
28,696 
34,328 
 
922
25,883
23,466
Options purchased
640 
19,031 
— 
 
503 
14,698 
— 
 
440
16,656
Options written
641 
— 
18,571 
 
544 
— 
13,623 
 
476
15,555
                       
Interest rate contracts
                     
Interest rate swaps
29,976 
346,682 
333,968 
 
29,792 
251,312 
243,807 
 
30,956
265,528
253,793
Options purchased
2,398 
74,600 
— 
 
2,619 
57,359 
— 
 
3,180
55,976
Options written
2,592 
— 
71,998 
 
2,731 
— 
54,141 
 
2,539
55,589
Futures and forwards
3,756 
874 
743 
 
4,618 
3,060 
1,261 
 
6,555
2,088
2,033
                       
Credit derivatives
1,054 
26,836 
26,743 
 
1,357 
26,872 
25,344 
 
1,621
41,748
39,127
                       
Equity and commodity contracts
123 
6,134 
9,551 
 
179 
5,221 
10,039 
 
188
6,831
9,680
   
529,618 
523,983 
   
427,077 
423,967 
   
441,454
424,141

Certain derivative asset and liability balances with the London Clearing House, which meet the offset criteria in IAS 32 ‘Financial Instruments: Presentation’, are shown net.

 
325

 
Notes on the consolidated accounts   continued

Included in the table above are derivatives held for hedging purposes as follows:

 
2011
 
2010
 
2009
 
Assets  
Liabilities  
 
Assets
Liabilities  
 
Assets  
Liabilities  
 
£m  
£m  
 
£m
£m  
 
£m  
£m  
Fair value hedging
               
Exchange rate contracts
— 
— 
 
— 
 
160  
38  
Interest rate contracts
3,550 
4,288 
 
2,496
3,767 
 
2,672  
3,292  
                 
Cash flow hedging
               
Exchange rate contracts
— 
— 
 
— 
 
2
7
Interest rate contracts
3,985 
1,445 
 
2,903
995 
 
1,753  
3,080  
                 
Net investment hedging
               
Exchange rate contracts
148 
148 
 
30
102 
 
10  
90  

Hedge ineffectiveness recognised in other operating income comprised:

 
2011 
2010 
2009 
 
£m 
£m 
£m 
Fair value hedging
     
Gains on the hedged items attributable to the hedged risk
557 
343 
512 
Losses on the hedging instruments
(541)
(405)
(455)
Fair value hedging ineffectiveness
16 
(62)
57 
Cash flow hedging ineffectiveness
20 
(37)
14 
 
36 
(99)
71 

The following tables show, when the hedged cash flows are expected to occur and when they will affect income for designated cash flow hedges.

 
0-1 years 
£m 
1-2 years 
£m 
2-3 years 
£m 
3-4 years 
£m 
4-5 years 
£m 
5-10 years 
£m 
10-20 years 
£m 
Over 20 years 
£m 
Total 
£m 
2011
Hedged forecast cash flows expected to occur
                 
Forecast receivable cash flows
407 
415 
360 
306 
200 
280 
— 
— 
1,968 
Forecast payable cash flows
(120)
(106)
(73)
(70)
(71)
(344)
(568)
(160)
(1,512)
                   
Hedged forecast cash flows affect on profit or loss
                 
Forecast receivable cash flows
422 
402 
355 
291 
188 
265 
— 
— 
1,923 
Forecast payable cash flows
(122)
(102)
(72)
(70)
(70)
(346)
(568)
(159)
(1,509)
                   
2010
                 
Hedged forecast cash flows expected to occur
                 
Forecast receivable cash flows
280 
254 
219 
161 
120 
169 
30 
— 
1,233 
Forecast payable cash flows
(47)
(41)
(33)
(30)
(30)
(137)
(176)
(54)
(548)
                   
Hedged forecast cash flows affect on profit or loss
                 
Forecast receivable cash flows
281 
250 
214 
157 
112 
161 
28 
— 
1,203 
Forecast payable cash flows
(46)
(41)
(33)
(30)
(29)
(137)
(175)
(54)
(545)

2009
                 
Hedged forecast cash flows expected to occur
                 
Forecast receivable cash flows
504 
466 
423 
267 
163 
379 
141 
— 
2,343 
Forecast payable cash flows
(554)
(521)
(416)
(350)
(299)
(990)
(819)
(167)
(4,116)
                   
Hedged forecast cash flows affect on profit or loss
                 
Forecast receivable cash flows
503 
467 
422 
255 
163 
371 
141 
— 
2,322 
Forecast payable cash flows
(554)
(518)
(409)
(346)
(296)
(978)
(818)
(167)
(4,086)


 
326

 
Notes on the consolidated accounts   continued

15 Debt securities
 
 
Central and local government
Banks 
Other 
financial 
institutions 
Corporate 
Total 
Of which 
ABS (1) 
 
UK 
US 
Other 
2011
£m  
£m  
£m   
£m  
£m  
£m  
£m  
£m  
Held-for-trading
9,004 
19,636 
36,928 
3,400 
23,160 
2,948 
95,076 
20,816 
Designated as at fair value through profit or loss
— 
127 
53 
457 
647 
558 
Available-for-sale
13,436 
20,848 
25,552 
13,175 
31,752 
2,535 
107,298 
40,735 
Loans and receivables
10 
— 
312 
5,259 
477 
6,059 
5,200 
 
22,451 
40,484 
62,608 
16,940 
60,628 
5,969 
209,080 
67,309 
                 
Available-for-sale
               
Gross unrealised gains
1,428 
1,311 
1,180 
52 
913 
94 
4,978 
1,001 
Gross unrealised losses
— 
— 
(171)
(838)
(2,386)
(13)
(3,408)
(3,158)
                 
                 
2010
               
Held-for-trading
5,097 
15,648 
42,828 
5,486 
23,711 
6,099 
98,869 
21,988 
Designated as at fair value through profit or loss
117 
262 
10 
402 
119 
Available-for-sale
8,377 
22,244 
32,865 
16,982 
29,148 
1,514 
111,130 
42,515 
Loans and receivables
11 
— 
— 
6,686 
381 
7,079 
6,203 
 
13,486 
38,009 
75,955 
22,473 
59,553 
8,004 
217,480 
70,825 
                 
Available-for-sale
               
Gross unrealised gains
349 
525 
700 
143 
827 
51 
2,595 
1,057 
Gross unrealised losses
(10)
(2)
(618)
(786)
(2,626)
(55)
(4,097)
(3,396)
                 
                 
2009
               
Held-for-trading (2)
8,128 
9,175 
49,967 
5,856 
31,708 
6,648 
111,482 
28,820 
Designated as at fair value through profit or loss
122 
208 
402 
415 
1,211 
245 
2,603 
394 
Available-for-sale
19,071 
19,010 
45,530 
19,569 
36,635 
3,483 
143,298 
51,044 
Loans and receivables (2)
— 
— 
— 
6,899 
2,971 
9,871 
7,924 
 
27,322 
28,393 
95,899 
25,840 
76,453 
13,347 
267,254 
88,182 
                 
Available-for-sale
               
Gross unrealised gains
109 
399 
1,062 
149 
621 
72 
2,412 
783 
Gross unrealised losses
(60)
(98)
(266)
(289)
(2,984)
(213)
(3,910)
(3,314)
 

Notes:
(1)
Includes asset-backed securities issued by US federal agencies and government sponsored entities , and covered bonds.
(2)
During 2009, the Group reclassified debt securities from the held-for-trading category into the loans and receivables category and in 2008 from the held-for-trading and available-for-sale categories into the loans and receivables category and from the held-for-trading category into the available-for-sale category (see pages 302 and 303).

 
Gross gains of £751 million (2010 - £635 million; 2009 - £1,155 million) and gross losses of £19 million (2010 - £159 million; 2009 - £1,255 million) were realised on the sale of available-for-sale securities.

 
327

 
Notes on the consolidated accounts   continued


The following table analyses the Group's available-for-sale debt securities and the related yield (based on weighted averages) by remaining maturity and issuer .

 
Within 1 year
 
After 1 but within 5 years
 
After 5 but within 10 years
 
After 10 years
 
Total
 
Amount 
Yield 
 
Amount 
Yield 
 
Amount 
Yield 
 
Amount 
Yield 
 
Amount 
Yield 
2011
£m 
 
£m 
 
£m 
 
£m 
 
£m 
Central and local governments
                           
  - UK
65 
0.1 
 
3,489 
2.8 
 
7,067 
3.3 
 
2,815 
3.2 
 
13,436 
3.1 
  - US
1,471 
1.2 
 
8,026 
2.1 
 
9,865 
2.8 
 
1,486 
3.2 
 
20,848 
2.5 
  - other
6,219 
1.0 
 
9,511 
3.1 
 
7,366 
3.9 
 
2,456 
4.2 
 
25,552 
2.9 
Banks
3,632 
3.1 
 
6,324 
3.3 
 
2,066 
3.2 
 
1,153 
2.7 
 
13,175 
3.2 
Other financial institutions
1,091 
2.8 
 
6,459 
2.7 
 
6,906 
2.9 
 
17,296 
2.2 
 
31,752 
2.5 
Corporate
145 
4.5 
 
1,425 
4.6 
 
776 
4.4 
 
189 
3.6 
 
2,535 
4.5 
 
12,623 
1.9 
 
35,234 
2.9 
 
34,046 
3.2 
 
25,395 
2.6 
 
107,298 
2.8 
                             
Of which ABS (1)
2,442 
2.1 
 
9,021 
2.9 
 
9,409 
2.8 
 
19,863 
2.1 
 
40,735 
2.5 

Note:
(1)
Includes asset-backed securities issued by US federal agencies and government sponsored entities , and covered bonds.


16 Equity shares
 
2011
 
2010
 
2009
 
Listed  
Unlisted  
Total  
 
Listed  
Unlisted  
Total  
 
Listed  
Unlisted  
Total  
 
£m  
£m  
£m  
 
£m  
£m  
£m  
 
£m  
£m  
£m  
Held-for-trading
12,366 
67 
12,433 
 
19,110 
76 
19,186 
 
14,394  
49  
14,443  
Designated as at fair value
  through profit or loss
373 
401 
774 
 
282 
731 
1,013 
 
1,548  
644  
 
2,192  
Available-for-sale
609 
1,367 
1,976 
 
650 
1,349 
1,999 
 
937  
1,956  
2,893  
 
13,348 
1,835 
15,183 
 
20,042 
2,156 
22,198 
 
16,879  
2,649  
19,528  
                       
Available-for-sale
                     
Gross unrealised gains
69 
317 
386 
 
67 
232 
299 
 
293  
312  
605  
Gross unrealised losses
(19)
(114)
(133)
 
(17)
(145)
(162)
 
(14)
(68)
(82)

Gross gains of £152 million (2010 - £83 million; 2009 - £385 million) and gross losses of £2 million (2010 - £63 million; 2009 - £123 million) were realised on the sale of available-for-sale equity shares.

Dividend income from available-for-sale equity shares was £62 million (2010 - £69 million; 2009 - £78 million).

Unquoted equity investments whose fair value cannot be reliably measured are carried at cost and classified as available-for-sale financial assets. They include capital stock (redeemable at cost) in the Federal Home Loan Bank and the Federal Reserve Bank of £0.7 billion (2010 - £0.8 billion; 2009 - £0.8 billion) that the Group's banking subsidiaries in the US are required to hold; and a number of individually small shareholdings in unlisted companies. Disposals in the year generated a gain of £2 million (2010 - £2 million loss; 2009 - £21 million loss).

 
328

 
Notes on the consolidated accounts continued

 
17 Intangible assets
 
Goodwill  
Core  
deposit  
 intangibles  
Other  
 purchased  
 intangibles  
Internally  
 generated  
 software  
Total  
2011
£m  
£m  
£m  
£m  
£m  
Cost
         
At 1 January
27,139 
612 
2,458 
4,575 
34,784 
Transfers to disposal groups
(95)
— 
— 
— 
(95)
Currency translation and other adjustments
(219)
(60)
59 
(212)
Acquisition of subsidiaries
18 
— 
— 
— 
18 
Additions
— 
— 
34 
1,050 
1,084 
Disposals and write-off of fully amortised assets
— 
— 
— 
(236)
(236)
At 31 December
26,843 
620 
2,432 
5,448 
35,343 
           
Accumulated amortisation and impairment
         
At 1 January
14,611 
462 
1,822 
3,441 
20,336 
Transfers to disposal groups
(80)
— 
— 
— 
(80)
Currency translation and other adjustments
(203)
(5)
(55)
13 
(250)
Disposals and write-off of fully amortised assets
— 
— 
— 
(220)
(220)
Charge for the year - continuing operations
— 
38 
184 
386 
608 
Write down of goodwill and other intangible assets
91 
— 
— 
— 
91 
At 31 December
14,419 
495 
1,951 
3,620 
20,485 
           
Net book value at 31 December
12,424 
125 
481 
1,828 
14,858 
           
2010
         
Cost
         
At 1 January
42,643 
2,553 
4,139 
4,815 
54,150 
Currency translation and other adjustments
(374)
(59)
(63)
(21)
(517)
Additions
— 
— 
46 
742 
788 
Disposal of subsidiaries
(15,130)
(1,882)
(1,664)
(544)
(19,220)
Disposals and write-off of fully amortised assets
— 
— 
— 
(417)
(417)
At 31 December
27,139 
612 
2,458 
4,575 
34,784 
           
Accumulated amortisation and impairment
         
At 1 January
28,379 
1,562 
2,577 
3,785 
36,303 
Currency translation and other adjustments
(510)
(29)
(31)
(24)
(594)
Disposal of subsidiaries
(13,268)
(1,139)
(1,027)
(304)
(15,738)
Disposals and write-off of fully amortised assets
— 
— 
— 
(391)
(391)
Charge for the year - continuing operations
— 
68 
301 
353 
722 
  - discontinued operations
— 
— 
22 
24 
Write down of goodwill and other intangible assets
10 
— 
— 
— 
10 
At 31 December
14,611 
462 
1,822 
3,441 
20,336 
           
Net book value at 31 December
12,528 
150 
636 
1,134 
14,448 


 
329

 
Notes on the consolidated accounts continued



 
Goodwill  
Core  
deposit  
 intangibles  
Other  
 purchased  
 intangibles  
Internally  
 generated  
 software  
Total  
2009
£m  
£m  
£m  
£m  
£m  
Cost
         
At 1 January
45,624  
2,780  
4,367  
4,524  
57,295  
Transfers to disposal groups
(238)
— 
— 
— 
(238)
Currency translation and other adjustments
(2,743)
(225)
(281)
(65)
(3,314)
Additions
— 
— 
53  
559  
612  
Disposal of subsidiaries
— 
— 
— 
(16)
(16)
Disposals and write-off of fully amortised assets
— 
(2)
— 
(187)
(189)
At 31 December
42,643  
2,553  
4,139  
4,815  
54,150  
           
Accumulated amortisation and impairment
         
At 1 January
30,062  
1,407  
2,369  
3,408  
37,246  
Currency translation and other adjustments
(2,046)
(106)
(137)
(58)
(2,347)
Disposals of subsidiaries
— 
— 
— 
(13)
(13)
Disposals and write-off of fully amortised assets
— 
(1)
— 
(138)
(139)
Charge for the year - continuing operations
— 
89 
183 
467 
739 
 - discontinued operations
— 
173 
162 
119 
454 
Write down of goodwill and other intangible assets
363  
— 
— 
— 
363  
At 31 December
28,379  
1,562  
2,577  
3,785  
36,303  
           
Net book value at 31 December
14,264  
991  
1,562  
1,030  
17,847  

Goodwill is analysed by operating segment in Note 38 .


Impairment review
The Group's goodwill acquired in business combinations is reviewed annually at 30 September for impairment by comparing the recoverable amount of each cash generating unit (CGU) to which goodwill has been allocated with its carrying value.

The CGUs of the Group, excluding RFS Holdings minority interest , where the goodwill is significant, principally arose on the acquisitions of NatWest, ABN AMRO, Charter One and Churchill and are as follows:


Goodwill at 30 September
Recoverable
 amount
based on
 
 2011 
£m 
2010 
 £m  
 
2009 
£m 
UK Retail
Value in use
2,697 
2,697 
2,697 
UK Corporate
Value in use
2,693 
2,693 
2,693 
Wealth
Value in use
611 
611 
611 
Global Transaction Services
Value in use
2,370 
2,376 
2,749 
US Retail & Commercial
Value in use
2,826 
2,811 
2,761 
RBS Insurance
Value in use
935 
935 
935 
 
 
 
330

 
 

Notes on the consolidated accounts continued

 
17 Intangible assets continued
Impairment testing involves the comparison of the carrying value of a CGU or group of CGUs with its recoverable amount. The recoverable amount is the higher of the unit's fair value and its value in use. Value in use is the present value of expected future cash flows from the CGU or group of CGUs. Fair value is the amount obtainable from the sale of the CGU in an arm's length transaction between knowledgeable, willing parties.

Impairment testing inherently involves a number of judgmental areas: the preparation of cash flow forecasts for periods that are beyond the normal requirements of management reporting; the assessment of the discount rate appropriate to the business; estimation of the fair value of CGUs; and the valuation of the separable assets of each business whose goodwill is being reviewed. Sensitivity to the more significant variables in each assessment are presented below.

The recoverable amounts for all CGUs at 30 September 2011 were based on the value in use test, using management's latest five-year forecasts. The long-term growth rates have been based on respective country GDP rates adjusted for inflation. The risk discount rates are based on observable market long-term government bond yields and average industry betas adjusted for an appropriate risk premium based on independent analysis.

The recoverable amount of UK Retail, based on a 3% (2010 - 3%; 2009 - 4%) terminal growth rate and a 14.0% (2010 - 15.7%; 2009 - 14.6%) pre tax discount rate, exceeded the carrying amount by £5.5 billion (2010 - £6.9 billion; 2009 - £0.7 billion). A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £1.1 billion (2010 - £1.5 billion; 2009 - £0.9 billion) and £0.6 billion (2010 - £0.9 billion; 2009 - £0.5 billion) respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.8 billion (2010 - £0.9 billion; 2009 - £0.4 billion) .
 
The recoverable amount of UK Corporate, based on a 3% (2010 - 3%; 2009 - 4%) terminal growth rate and a 14.1% (2010 - 15.6%; 2009 - 15.1%) pre tax discount rate, exceeded its carrying value by £2.1 billion (2010 - £5.3 billion; 2009 - £6.1 billion). A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £1.1 billion (2010 - £1.6 billion; 2009 - £1.4 billion) and £ 0. 5 billion (2010 and 2009 - £0.9 billion) respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £0.8 billion (2010 - £1.0 billion; 2009 - £0.8 billion) .

The recoverable amount of Wealth, based on a 3% (2010 - 3%; 2009 - 4%) terminal growth rate and an 11.0% (2010 - 12.0%; 2009 - 15.3%) pre tax discount rate, exceeded its carrying value by more than 100% and was insensitive to a reasonably possible change in key assumptions.

The recoverable amount of Global Transaction Services, based on a 3% (2010 and 2009 - 3%) terminal growth rate and an 11.4% (2010 - 12.8%; 2009 - 16.7%) pre tax discount rate, exceeded its carrying value by more than 100% (2010 and 2009 - 100%) and was insensitive to a reasonably possible change in key assumptions.

The recoverable amount of US Retail & Commercial, based on a 5% (2010 and 2009 - 5%) terminal growth rate and a 14.4% (2010 - 14.9%; 2009 - 14.8%) pre tax discount rate, exceeded its carrying value by £0.2 billion (2010 - £1.6 billion; 2009 - £2.1 billion). A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £1.1 billion (2010 - £1.6 billion; 2009 - £1.0 billion) and £ 0. 5 billion (2010 and 2009 - £0.8 billion) respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £ 0. 6 billion (2010 and 2009 - £0.7 billion).

The recoverable amount of RBS Insurance, based on a 3% (2010 and 2009 - 3%) terminal growth rate and a 12.3% (2010 - 13.1%; 2009 - 13.9%) pre tax discount rate, exceeded the carrying amount by £0.8 billion (2010 - £2.4 billion; 2009 - £3.0 billion). A 1% change in the discount rate or terminal growth rate would change the recoverable amount by approximately £0.5 billion and £0.2 billion respectively. In addition, a 5% change in forecast pre tax earnings would change the recoverable amount by approximately £ 0. 3 billion .


 
331

 
Notes on the consolidated accounts continued



18 Property, plant and equipment
 
Investment  
properties  
Freehold  
 premises  
Long  
 leasehold  
 premises  
Short  
 leasehold  
 premises  
Computers  
and other  
 equipment  
Operating  
lease  
 assets  
Total 
2011
£m  
£m  
£m  
£m  
£m  
£m  
£m  
Cost or valuation
             
At 1 January
4,170 
2,938 
291 
1,832 
4,239 
9,235 
22,705 
Transfers to disposal groups
— 
(107)
(12)
(93)
(49)
(5,355)
(5,616)
Currency translation and other adjustments
(103)
(4)
(6)
(77)
(185)
Reclassifications
57 
(38)
(35)
— 
— 
Additions
1,262 
68 
46 
174 
532 
1,384 
3,466 
Expenditure on investment properties
14 
— 
— 
— 
— 
— 
14 
Change in fair value of investment properties
(139)
— 
— 
— 
— 
— 
(139)
Disposals and write-off of fully depreciated assets
(793)
(54)
(10)
(49)
(174)
(1,375)
(2,455)
At 31 December
4,468 
2,855 
273 
1,823 
4,479 
3,892 
17,790 
               
Accumulated impairment, depreciation and amortisation
             
At 1 January
— 
702 
118 
793 
2,700 
1,849 
6,162 
Transfers to disposal groups
— 
(43)
(6)
(66)
(26)
(730)
(871)
Currency translation and other adjustments
— 
(1)
(28)
15 
(4)
Reclassifications
— 
(9)
— 
(1)
— 
Write down of property, plant and equipment
— 
— 
— 
Disposals and write-off of fully depreciated assets
— 
(29)
— 
(32)
(110)
(466)
(637)
Charge for the year - continuing operations
— 
97 
148 
498 
520 
1,267 
At 31 December
— 
736 
114 
850 
3,035 
1,187 
5,922 
               
Net book value at 31 December
4,468 
2,119 
159 
973 
1,444 
2,705 
11,868 
               
2010
             
Cost or valuation
             
At 1 January
4,883 
4,098 
214 
1,803 
4,282 
9,558 
24,838 
Currency translation and other adjustments
— 
31 
81 
227 
231 
572 
Disposal of subsidiaries
— 
(1,118)
— 
(104)
(372)
(369)
(1,963)
Reclassifications
— 
(104)
76 
15 
13 
— 
— 
Additions
511 
103 
137 
411 
1,178 
2,345 
Expenditure on investment properties
— 
— 
— 
— 
— 
Change in fair value of investment properties
(405)
— 
— 
— 
— 
— 
(405)
Disposals and write-off of fully depreciated assets
(821)
(72)
(6)
(100)
(322)
(1,363)
(2,684)
At 31 December
4,170 
2,938 
291 
1,832 
4,239 
9,235 
22,705 
               
Accumulated impairment, depreciation and amortisation
             
At 1 January
— 
553 
87 
641 
2,396 
1,764 
5,441 
Currency translation and other adjustments
— 
62 
75 
199 
17 
354 
Disposal of subsidiaries
— 
(24)
— 
(30)
(197)
(141)
(392)
Reclassifications
— 
(17)
17 
— 
— 
— 
— 
Write down of property, plant and equipment
— 
32 
— 
41 
Disposals and write-off of fully depreciated assets
— 
(10)
(2)
(48)
(261)
(435)
(756)
Charge for the year - continuing operations
— 
106 
11 
148 
536 
627 
1,428 
Charge for the year - discontinued operations
— 
— 
— 
23 
17 
46 
At 31 December
— 
702 
118 
793 
2,700 
1,849 
6,162 
               
Net book value at 31 December
4,170 
2,236 
173 
1,039 
1,539 
7,386 
16,543 
 
 
 
332

 
 
Notes on the consolidated accounts continued


 
18 Property, plant and equipment   continued

 
Investment  
 properties  
Freehold  
 premises  
Long  
 leasehold  
 premises  
Short  
 leasehold  
 premises  
Computers  
 and other  
 equipment  
Operating  
 lease  
assets  
Total 
2009
£m  
£m  
£m  
£m  
£m  
£m  
£m  
Cost or valuation
             
At 1 January
3,868  
4,032  
224  
1,867  
4,168  
9,334  
23,493  
Transfers to disposal groups
— 
(32)
— 
(62)
(80)
— 
(174)
Currency translation and other adjustments
(85)
(134)
— 
(65)
(131)
(561)
(976)
Disposal of subsidiaries
— 
(15)
— 
— 
(19)
— 
(34)
Reclassifications
1  
18  
1  
(34)
14  
— 
— 
Additions
1,634  
304  
8  
153  
750  
2,241  
5,090  
Expenditure on investment properties
8  
— 
— 
— 
— 
— 
8  
Change in fair value of investment properties
(117)
— 
— 
— 
— 
— 
(117)
Disposals and write-off of fully depreciated assets
(426)
(75)
(19)
(56)
(420)
(1,456)
(2,452)
At 31 December
4,883  
4,098  
214  
1,803  
4,282  
9,558  
24,838  
               
Accumulated impairment, depreciation and amortisation
             
At 1 January
— 
422  
79  
492  
1,916  
1,635  
4,544  
Transfers to disposal groups
— 
— 
— 
(7)
(31)
— 
(38)
Currency translation and other adjustments
— 
(1)
— 
(11)
(48)
(69)
(129)
Disposal of subsidiaries
— 
(1)
— 
— 
(14)
— 
(15)
Write down of property, plant and equipment
— 
5  
— 
5  
— 
— 
10  
Disposals and write-off of fully depreciated assets
— 
— 
— 
(2)
(126)
(419)
(547)
Charge for the year - continuing operations
— 
92 
8  
142 
621 
564 
1,427 
Charge for the year - discontinued operations
— 
36 
— 
22 
78 
53 
189 
At 31 December
— 
553 
87 
641 
2,396
1,764 
5,441 
               
Net book value at 31 December
4,883 
3,545 
127 
1,162 
1,886 
7,794 
19,397 

 
Investment properties are valued to reflect fair value, that is, the market value of the Group's interest at the reporting date excluding any special terms or circumstances relating to the use or financing of the property and transaction costs that would be incurred in making a sale. Observed market data such as rental yield, replacement cost and useful life, reflect relatively few transactions involving property that is not necessarily identical to property owned by the Group.

Valuations are carried out by qualified surveyors who are members of the Royal Institution of Chartered Surveyors, or an equivalent overseas body. The valuation as at 31 December 2011 for a significant majority of the Group's investment properties was undertaken with the support of external valuers.

The fair value of investment properties includes £146 million of depreciation since purchase (2010 - £248 million depreciation; 2009 - £84 million appreciation).

Rental income from investment properties was £270 million (2010 - £279 million; 2009 - £233 million). Direct operating expenses of investment properties were £67 million (2010 - £42 million; 2009 - £16 million).

Property, plant and equipment, excluding investment properties, include £186 million (2010 - £298 million; 2009 - £213 million) assets in the course of construction.

There were no sales of freehold and long leasehold properties subject to operating leases during 2011 (2010 - net book value of £2 million; 2009 - net book value of £5 million).

 
333

 
Notes on the consolidated accounts continued




19 Prepayments, accrued income and other assets
 
2011 
2010 
2009
 
£m  
£m  
£m
Prepayments
1,123 
1,529 
1,872
Accrued income
672 
1,186 
897
Deferred expenses
502 
568 
596
Pension schemes in net surplus (see Note 4)
188 
105 
58
Other assets
8,491 
9,188 
17,562
 
10,976 
12,576 
20,985


20 Discontinued operations and assets and liabilities of disposal groups

(a) Profit/(loss) from discontinued operations, net of tax
 
2011 
2010 
2009 
 
£m  
£m  
£m  
Discontinued operations
     
Total income
42 
1,433 
5,664 
Operating expenses
(5)
(803)
(4,061)
Insurance net claims
— 
(161)
(500)
Impairment losses
(42)
(1,051)
Profit before tax
45 
427 
52 
Gain on disposal before recycling of reserves
— 
113 
— 
Recycled reserves
— 
(1,076)
— 
Operating profit/(loss) before tax
45 
(536)
52 
Tax
(11)
(92)
(58)
Profit/(loss) after tax
34 
(628)
(6)
       
Businesses acquired exclusively with a view to disposal
     
Profit/(loss) after tax
13 
(5)
(99)
Profit/(loss) from discontinued operations, net of tax
47 
(633)
(105)


Discontinued operations reflect the results of RFS Holdings attributable to the State of the Netherlands and Santander following the legal separation of ABN AMRO Bank N.V. on 1 April 2010.


(b) Cash flows attributable to discontinued operations
Included within the Group's cash flows are the following amounts attributable to discontinued operations:

 
2011 
2010 
2009 
 
£m  
£m  
£m  
Net cash flows from operating activities
— 
2,528 
(542)
Net cash flows from investing activities
— 
400 
(264)
Net cash flows from financing activities
— 
129 
1,020 
Net increase/(decrease) in cash and cash equivalents
— 
3,062 
(402)


The effect of net cash flows from discontinued operations on the consolidated assets and liabilities of the Group for 2011 was nil, due to the net cash flows being internally funded.
 
 
 
334

 

Notes on the consolidated accounts continued

 
20 Discontinued operations and assets and liabilities of disposal groups   continued
(c) Assets and liabilities of disposal groups
 
2011
   
 
UK branch 
based 
businesses 
Other  
Total  
2010 
2009 
 
£m 
£m 
£m 
£m  
£m  
Assets of disposal groups
         
Cash and balances at central banks
100 
27 
127 
184 
129  
Loans and advances to banks
 
87 
87 
651 
388  
Loans and advances to customers
18,676 
729 
19,405  
5,013 
3,216  
Debt securities and equity shares
 
20 
904  
Derivatives
431 
439 
5,148 
6,361  
Intangible assets
 
15 
15 
— 
238  
Settlement balances
 
14 
14 
555 
1,579  
Property, plant and equipment
112 
4,637 
4,749 
18 
136  
Other assets
 
456 
456  
704 
5,417  
Discontinued operations and other disposal groups
19,319 
5,978 
25,297  
12,293 
18,368  
Assets acquired exclusively with a view to disposal
 
153 
153 
191 
174  
 
19,319 
6,131 
25,450  
12,484 
18,542
           
Liabilities of disposal groups
         
Deposits by banks
 
266 
618  
Customer accounts
21,784 
826 
22,610  
2,267 
8,907  
Derivatives
117 
126 
5,042 
6,683  
Settlement balances
 
907 
950  
Subordinated liabilities
 
 
— 
— 
6  
Other liabilities
 
1,233 
1,233 
925 
1,675  
Discontinued operations and other disposal groups
21,901 
2,077 
23,978  
9,407 
18,839  
Liabilities acquired exclusively with a view to disposal
 
17 
17 
21 
51  
 
21,901 
2,094 
23,995  
9,428 
18,890  


The assets and liabilities of disposal groups at 31 December 2011 primarily comprise the RBS England and Wales and NatWest Scotland branch-based businesses (“UK branch-based businesses”) and the RBS Aviation Capital business both of which are expected to be sold in the second half of 2012 . On being classified as held-for-sale, disposal groups are required to be measured at the lower of carrying amount and fair value less costs to sell. Accordingly, £80 million of allocated goodwill has been written off against other income in respect of the UK branch-based businesses. No adjustment has been made in respect of the RBS Aviation Capital business.

The disposal of the RBS Sempra Commodities JV was substantially completed in 2010. Certain contracts of the RBS Sempra Commodities JV were sold in risk transfer transactions prior to being novated to the purchaser, the majority of which completed during 2011.


 
335

 
Notes on the consolidated accounts continued


21 Short positions
 
2011 
2010 
2009 
 
£m  
£m 
£m 
Debt securities
     
  - Government
32,895 
34,056 
26,647  
  - Other issuers
6,164 
6,961 
10,871  
Equity shares
1,980 
2,101 
2,945  
 
41,039 
43,118 
40,463 

Note:
(1)
All short positions are classified as held-for-trading.


22 Accruals, deferred income and other liabilities
 
2011 
2010 
2009 
 
£m  
£m  
£m  
Notes in circulation
1,683 
1,793 
1,889  
Current tax
700 
723 
429  
Accruals
4,941 
6,773 
7,429  
Deferred income
3,481 
4,766 
5,818  
Other liabilities (1)
12,320 
9,034 
14,762  
 
23,125 
23,089 
30,327  

Note:
(1)
Other liabilities include £15 million (2010 - £18 million; 2009 - £10 million) in respect of share-based compensation.


Included in other liabilities are provisions for liabilities and charges as follows:
 
Payment 
Protection 
Insurance (1)
£m 
Other (2)
£m 
Total 
£m  
At 1 January 2011
— 
624 
624 
Transfer from accruals and other liabilities
215 
— 
215 
Currency translation and other movements
— 
22 
22 
Charge to income statement - continuing operations
850 
166 
1,016 
Releases to income statement - continuing operations
— 
(53)
(53)
Provisions utilised
(320)
(193)
(513)
At 31 December 2011
745 
566 
1,311 

Notes:
(1)
The FSA published its final policy statement on Payment Protection Insurance (PPI) complaint handling and redress in August 2010. The new rules impose significant changes with respect to the handling of mis-selling PPI complaints. In October 2010, the British Bankers’ Association (BBA) filed an application for judicial review of the FSA’s policy statement and of related guidance issued by the Financial Ombudsman Service (FOS). In April 2011 , the High Court issued judgment in favour of the FSA and the FOS and in May 2011 , the BBA announced that it would not appeal that judgment.  During 2011, the Group reached agreement with the FSA on a process for implementation of its policy statement and for the future handling of PPI complaints following which it recorded a provision of £850 million in respect of PPI.
 
The principal assumptions underlying the PPI provision are: an assessment of the total number of complaints that the Group will receive; the proportion of these complaints that will result in redress; and the average cost of such redress. To determine the number of complaints that it expects to receive the Group has analysed the population of PPI policies sold by vintage and by product.  Estimates of the percentage of policyholders that will lodge complaints (the take up rate) and of the number of these that will be upheld have been established based on historical experience, guidance set out in the FSA policy statements and on anticipated customer contact. A one percent rise in the take up rate across the entire population of PPI policies would increase the provision by £95 million; a one percent fall would reduce the provision by the same amount. Interest that will be payable on successful complaints has been included in the provision as has the estimated cost to the Group of administering the redress process. The Group expects the majority of the cash outflows associated with this provision to have occurred by the end of 2013. There are uncertainties as to the eventual cost of redress which will depend on actual complaint volumes, uphold rates and average redress costs; and in particular, the results of the past book review to be conducted in 2012 and any additional reviews that may be required.
 
(2)
Includes property provisions and other provisions arising in the normal course of business.


 
336

 
 
Notes on the consolidated accounts continued


23 Deferred tax
 
2011 
2010 
2009 
 
£m  
£m  
£m  
Deferred tax liability
1,945 
2,142 
2,811 
Deferred tax asset
(3,878)
(6,373)
(7,039)
Net deferred tax asset
(1,933)
(4,231)
(4,228)

Net deferred tax asset comprised:

 
Pension 
Accelerated 
capital 
allowances 
Provisions 
Deferred 
gains 
IFRS 
transition 
Fair 
value of 
financial 
instruments 
Available- 
for-sale 
financial 
 assets 
Intangibles 
Cash 
 flow 
 hedging 
Share 
schemes 
Tax 
losses 
carried 
forward 
Other 
Total 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
At 1 January
  2010
(724)
2,815 
(1,480)
136 
(373)
(184)
(391)
1,108 
(60)
(8)
(5,134)
67 
(4,228)
Transfers to
  disposal groups
— 
(120)
(149)
— 
— 
— 
— 
— 
— 
— 
— 
(268)
(Disposal)/
  acquisition of
  subsidiaries
(32)
— 
148 
— 
— 
— 
120 
(631)
— 
— 
65 
(324)
Charge/(credit)
  to income
  statement
46 
(91)
(24) 
(21)
77 
(20)
(160)
(12)
273 
(12)
470 
(102)
424 
Charge/(credit)
  to other
  comprehensive
  income
73 
— 
— 
(2)
— 
— 
(434)
— 
133 
(6)
397 
167 
Currency
  translation
  and other
  adjustments
(1)
52 
(96)
(25)
— 
112 
23 
(36)
(61)
(5)
(7)
42 
(2)
At 1 January
  2011
(638)
2,656 
(1,601)
88 
(296)
(92)
(841)
429 
291 
(31)
(4,274)
78 
(4,231)
Transfers to
  disposal groups
— 
(308)
(52)
— 
— 
16 
— 
— 
— 
— 
159 
52 
(133)
Acquisition/
  (disposal) of
  subsidiaries
(76)
39 
— 
— 
— 
(1)
(1)
— 
— 
— 
(28)
Charge/(credit)
  to income
  statement
223 
27 
344 
262 
77 
46 
(13)
(178)
22 
(3)
394 
(152)
1,049 
(Credit)/charge
  to other
  comprehensive
  income
(86)
— 
— 
— 
— 
780 
— 
238 
14 
415 
— 
1,362 
Currency
  translation
  and other
  adjustments
(4)
— 
(3)
22 
— 
12 
(4)
(48)
At 31 December
  2011
(493)
2,306 
(1,274)
359 
(219)
(33)
(52)
252 
550 
(17)
(3,294)
(18)
(1,933)

Notes:
(1)
Deferred tax assets are recognised depending on the availability of future taxable profits in excess of profits arising from the reversal of other temporary differences. Business projections prepared for impairment reviews (see Note 17) indicate it is probable that sufficient future taxable income will be available against which to offset these recognised deferred tax assets within six years. UK losses do not expire and Netherlands losses expire after nine years. In jurisdictions where doubt exists over the availability of future taxable profits, deferred tax assets of £3,246 million (2010 - £2,008 million; 2009 - £2,163 million) have not been recognised in respect of tax losses carried forward of £16,691 million
(2010 - £9,869 million; 2009 - £7,759 million). Of these losses, none will expire within one year, £392 million within five years and £9,505 million thereafter. The balance of tax losses carried forward has no time limit.
(2)
Deferred tax liabilities of £249 million (2010 and 2009 - £279 million) have not been recognised in respect of retained earnings of overseas subsidiaries and held-over gains on the incorporation of overseas branches. Retained earnings of overseas subsidiaries are expected to be reinvested indefinitely or remitted to the UK free from further tax. No tax is expected to arise in the foreseeable future in respect of held-over gains. Changes to UK tax legislation largely exempts overseas dividends received on or after 1 July 2009 from UK tax .
 
 
 
337

 
Notes on the consolidated accounts continued

 
24 Insurance business

 
2011 
2010 
2009 
 
£m  
£m  
£m  
Insurance premium income
4,526 
5,379 
5,529  
Reinsurers' share
(270)
(251)
(263)
Net premium income
4,256 
5,128 
5,266  
       
Insurance claims
3,084 
4,932 
4,492  
Reinsurers' share
(116)
(149)
(135)
Net claims
2,968 
4,783 
4,357  
       
Insurance liabilities
     
General insurance business
6,219 
6,726 
5,802 
Life assurance business
     
  - disposed
— 
— 
4,397 
  - retained
93 
68 
82 
 
6,312 
6,794 
10,281  


General insurance business
(i) Claims and loss adjustment expenses.
 
Gross 
Reinsurance 
Net 
 
£m 
£m 
£m 
Notified claims
4,101 
(276)
3,825 
Incurred but not reported
1,701 
(10)
1,691 
At 1 January 2010
5,802 
(286)
5,516 
Cash paid for claims settled in the year
(3,843)
55 
(3,788)
Increase/(decrease) in liabilities
     
  - arising from current year claims
4,459 
(24)
4,435 
  - arising from prior year claims
322 
(56)
266 
Net exchange differences
(14)
(13)
At 31 December 2010
6,726 
(310)
6,416 
       
       
Notified claims
4,375 
(305)
4,070 
Incurred but not reported
2,351 
(5)
2,346 
At 1 January 2011
6,726 
(310)
6,416 
Cash paid for claims settled in the year
(3,555)
80 
(3,475)
Increase/(decrease) in liabilities
     
  - arising from current year claims
3,318 
(100)
3,218 
  - arising from prior year claims
(257)
— 
(257)
Net exchange differences
(13)
(12)
At 31 December 2011
6,219 
(329)
5,890 
       
Notified claims
4,269 
(318)
3,951 
Incurred but not reported
1,950 
(11)
1,939 
At 31 December 2011
6,219 
(329)
5,890 

 
 
 
338

 

Notes on the consolidated accounts continued

 
24 Insurance business continued
Outstanding claims provisions are not discounted for the time value of money except for claims, principally motor, settled by periodical payments under the Courts Act 2003. Total reserves for claims outstanding in respect of periodical payments are £1,167 million (2010 - £1,180 million; 2009 - £92 million) gross and £835 million (2010 - £827 million; 2009 - £26 million) net of reinsurance. The corresponding undiscounted amounts are £3,857 million (2010 - £4,321 million; 2009 - £276 million) gross and £2,405 million (2010 - £2,660 million; 2009 - £62 million) net of reinsurance. The amounts for 2011 and 2010 include a provision for estimated periodical payment orders incurred but not reported which is excluded from 2009. The rate of interest used for the calculation of present values is 4.5% (2010 - 4.5%; 2009 - 4.1%). The average interval between the date of the last future cash flow being discounted and the end of the financial year is 50.3 years on open and settled cases.

(ii) Provisions for unearned premiums and unexpired short-term insurance risks.
 
Gross 
£m 
Reinsurance 
£m 
Net 
£m 
 
At 1 January 2010
2,490 
(67)
2,423 
Increase in the year
2,191 
(76)
2,115 
Release in the year
(2,393)
71 
(2,322)
At 1 January 2011
2,288 
(72)
2,216 
Increase in the year
1,906 
(66)
1,840 
Release in the year
(2,257)
78 
(2,179)
Foreign exchange and other adjustments
(5)
— 
(5)
At 31 December 2011
1,932 
(60)
1,872 

The unearned premium provision is included within Accruals, deferred income and other liabilities (see Note 22).

 
Retained life 
business 
2011 
£m 
Retained life 
business 
2010 
£m 
Disposed 
business 
2010 
£m 
Movement in provision for life business liabilities
At 1 January
68 
82 
9,526  
Premiums received
46 
49 
234  
Fees and expenses
(8)
(14)
(15)
Investment return
323 
Actuarial adjustments
(36)
(138)
Account balances paid on surrender and other terminations in the year
(23)
(18)
(575)
Disposal of subsidiaries
— 
— 
(9,147)
Foreign exchange and other adjustments
— 
— 
(208)
At 31 December
93 
68 
— 


Insurance risk
Insurance risk is the risk of fluctuations in the timing, frequency or severity of insured events, relative to the expectations of the Group at the time of underwriting.

Underwriting and pricing risk
The Group manages underwriting and pricing risk through the use of underwriting guidelines which detail the class, nature and type of business that may be accepted; pricing policies by product line and by brand; and centralised control of policy wordings and any subsequent changes.

Claims management risk
The risk that claims are handled or paid inappropriately is managed using a range of IT system controls and manual processes conducted by experienced staff. These, together with a range of detailed policies and procedures ensure that all claims are handled in a timely, appropriate and accurate manner.
 
Reinsurance risk
Reinsurance is used to protect against the impact of major catastrophic events or unforeseen volumes of, or adverse trends in, large individual claims and to transfer risk that is outside the Group's current risk appetite.

Reinsurance of risks above the Group's risk appetite is only effective if the reinsurance premium is economic and the counterparty is financially secure. Acceptable reinsurers are rated A- or better unless specifically authorised.

Reserving risk
Reserving risk relates to both premiums and claims. It is the risk that reserves are assessed incorrectly such that insufficient funds have been retained to pay or handle claims as the amounts fall due. Claims development data provides information on the historical pattern of reserving risk.

 
 
339

 
Notes on the consolidated accounts continued


 
Insurance claims - gross
Accident year
 
2002 
£m 
2003 
£m 
2004 
£m 
2005 
£m 
2006 
£m 
2007 
£m 
2008 
£m 
2009 
£m 
2010 
£m 
2011 
£m 
Total 
£m 
Estimate of ultimate claims costs:
                     
At end of accident year
3,013 
3,658 
3,710 
4,265 
4,269 
4,621 
4,080 
4,383 
4,459 
3,318 
39,776 
One year later
91 
(140)
(186)
(92)
(275)
(71)
29 
120 
(66)
 
(590)
Two years later
(106)
(88)
(147)
(77)
(5)
(39)
   
(452)
Three years later
(12)
(55)
(85)
(60)
(16)
14 
31 
     
(183)
Four years later
(17)
(47)
(31)
(55)
23 
       
(125)
Five years later
(19)
(21)
— 
(23)
         
(54)
Six years later
(11)
(32)
45 
(3)
           
(1)
Seven years later
(14)
28 
(14)
             
— 
Eight years later
14 
(9)
               
Nine years later
(29)
                 
(29)
Current estimate of cumulative  claims
3,017 
3,276 
3,351 
3,917 
3,880 
4,582 
4,149 
4,464 
4,393 
3,318 
38,347 
Cumulative payments to date
(2,992)
(3,162)
(3,168)
(3,729)
(3,582)
(4,092)
(3,494)
(3,458)
(3,096)
(1,600)
(32,373)
 
25 
114 
183 
188 
298 
490 
655 
1,006 
1,297 
1,718 
5,974 
Liability in respect of earlier years
                 
88 
Claims handling costs
                   
157 
Gross general insurance claims liability
                 
6,219 


Insurance claims - net of reinsurance
Accident year
 
2002 
2003 
2004 
2005 
2006 
2007 
2008 
2009 
2010 
2011 
Total 
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
Estimate of ultimate claims costs:
                     
At end of accident year
2,584 
3,215 
3,514 
4,168 
4,215 
4,572 
4,034 
4,360 
4,435 
3,218 
38,315 
One year later
59 
(106)
(168)
(67)
(261)
(90)
24 
99 
(67)
 
(577)
Two years later
(12)
(103)
(90)
(161)
(87)
(17)
(37)
   
(498)
Three years later
(3)
(53)
(81)
(64)
(23)
16 
27 
     
(181)
Four years later
(21)
(44)
(46)
(60)
10 
(3)
       
(164)
Five years later
(24)
(23)
(19)
(42)
         
(104)
Six years later
(5)
(34)
45 
— 
           
Seven years later
(11)
20 
             
14 
Eight years later
10 
               
16 
Nine years later
(35)
                 
(35)
Current estimate of cumulative  claims
2,542 
2,878 
3,160 
3,820 
3,812 
4,478 
4,094 
4,422 
4,368 
3,218 
36,792 
Cumulative payments to date
(2,536)
(2,805)
(3,008)
(3,647)
(3,530)
(4,030)
(3,466)
(3,428)
(3,078)
(1,572)
(31,100)
 
73 
152 
173 
282 
448 
628 
994 
1,290 
1,646 
5,692 
Liability in respect of earlier years
                   
41 
Claims handling costs
                   
157 
Net general insurance claims liability
                 
5,890 


Claims reserves
It is the Group’s policy to hold claims reserves (including reserves to cover claims which have been incurred but not reported (IBNR reserves)) for all classes at a sufficient level to meet all liabilities as they fall due.

The Group’s focus is on high volume and relatively straightforward products, for example home and motor. This facilitates the generation of comprehensive underwriting and claims data, which are used to price and monitor the risks accepted.
 
 
 
340

 

Notes on the consolidated accounts continued

 
24 Insurance business continued
Loss ratios
The following table shows loss ratios for each major class of business, gross and net of reinsurance.

   
2011
 
2010
 
2009
   
Earned 
premiums 
Claims 
 incurred 
Loss 
 ratio 
 
Earned 
 premiums 
Loss 
 ratio 
 
Earned premiums
Loss
ratio
   
£m 
£m 
 
£m 
 
£m
%
Residential property
Gross
1,053 
597 
57 
 
1,168 
55 
 
1,129
53
 
Net
992 
599 
60 
 
1,107 
58 
 
1,065
56
Personal motor
Gross
2,385 
1,977 
83 
 
2,829 
125 
 
2,984
103
 
Net
2,230 
1,880 
84 
 
2,760 
125 
 
2,901
103
Commercial property
Gross
215 
79 
37 
 
187 
57 
 
182
41
 
Net
192 
78 
41 
 
169 
63 
 
166
45
Commercial motor
Gross
122 
130 
107 
 
120 
107 
 
136
100
 
Net
121 
133 
110 
 
119 
104 
 
135
98
Other
Gross
705 
278 
39 
 
837 
45 
 
848
51
 
Net
701 
273 
39 
 
834 
44 
 
845
51
Total
Gross
4,480 
3,061 
68 
 
5,141 
93 
 
5,279
82
 
Net
4,236 
2,963 
70 
 
4,989 
94 
 
5,112
83


Frequency and severity of specific risks and sources of uncertainty
Most general insurance contracts are written on an annual basis, which means that the Group’s liability extends for a 12 month period, after which the Group is entitled to decline or renew or can impose renewal terms by amending the premium, terms and conditions, or both.

The frequency and severity of claims and the sources of uncertainty for the key classes that the Group is exposed to are as follows:

Motor insurance contracts (personal and commercial)
Claims experience is quite variable, due to a wide range of factors, but the principal ones are age, sex and driving experience of the driver, type and nature of vehicle, use of vehicle and area.

There are many sources of uncertainty that will affect the Group’s experience under motor insurance, including operational risk, reserving risk, premium rates not matching claims inflation rates, weather, the social, economic and legislative environment and reinsurance failure risk.

Property insurance contracts (residential and commercial)
The major causes of claims for property insurance are theft, flood, escape of water, fire, storm, subsidence and various types of accidental damage.

The major source of uncertainty in the Group’s property contracts is the volatility of weather. Over a longer period, the strength of the economy is also a factor.

Other commercial insurance contracts
Other commercial claims come mainly from business interruption and loss arising from the negligence of the insured (liability insurance). Business interruption losses come from the loss of income, revenue and/or profit as a result of property damage claims. Liability insurance includes employers’ liability and public/products’ liability. Liability insurance is written on an occurrence basis, and is subject to claims that are identified over a substantial period of time, but where the loss event occurred during the life of the policy.

Fluctuations in the social and economic climate are a source of uncertainty in the Group’s business interruption and general liability accounts. Other sources of uncertainty are changes in the law, or its interpretation, and reserving risk. Other uncertainties are significant events (for example terrorist attacks) and any emerging new heads of damage or types of claim that are not envisaged when the policy is written.

The following table shows the expected maturity of undiscounted insurance liabilities up to 20 years, excluding those linked directly to the financial assets backing these contracts (2011 and 2010 - nil; 2009 - £4,175 million).
 
 
0-3 months 
3-12 months 
1-3 years 
3-5 years 
5-10 years 
10-20 years 
 
£m 
£m 
£m 
£m 
£m 
£m 
2011
546 
1,110 
1,592 
792 
849 
502 
2010
724 
1,503 
1,821 
898 
734 
442 
2009
561 
1,685 
1,898 
949 
665 
73 

 
 
341

 
Notes on the consolidated accounts continued

 
25 Subordinated liabilities
 
2011 
2010 
2009
 
£m 
£m 
£m
Dated loan capital
19,654 
20,658 
24,597
Undated loan capital
2,558 
2,552 
8,164
Preference shares
1,116 
1,112 
2,000
Trust preferred securities
2,991 
2,731 
2,891
 
26,319 
27,053 
37,652


In a series of exchange and tender offers in April 2009 and May 2010, the Group redeemed certain subordinated debt securities and equity preference shares in exchange for cash or senior debt. The exchanges involving instruments classified as liabilities all met the criteria in IFRS for treatment as the extinguishment of the original liability and the recognition of a new financial liability.

The Group has undertaken that, unless otherwise agreed with the European Commission, neither the company nor any of its direct or indirect subsidiaries (excluding companies in the RBS Holdings N.V. Group, which are subject to different restrictions, see below) will pay external investors any dividends or coupons on existing hybrid capital instruments (including preference shares, B shares and upper and lower tier 2 instruments) from 30 April 2010 for a period of two years thereafter (“the Deferral Period”), or exercise any call rights in relation to these capital instruments between 24 November 2009 and the end of the Deferral Period, unless there is a legal obligation to do so. Hybrid capital instruments issued after 24 November 2009 will generally not be subject to the restriction on dividend or coupon payments or call options.

The Group has agreed that RBS Holdings N.V. will not pay investors any coupons on, or exercise any call rights in relation to, specified hybrid capital instruments for an effective period of two years from 1 April 2011, unless in any such case there is a legal obligation to do so . RBS Holdings N.V. and its group companies are also subject to restrictions on the exercise of call rights in relation to their other hybrid capital instruments.

Certain preference shares issued by the company are classified as liabilities; these securities remain subject to the capital maintenance rules of the Companies Act 2006.
 
 
 
342

 

Notes on the consolidated accounts continued

 
25 Subordinated liabilities continued
The following tables analyse the remaining contractual maturity of subordinated liabilities by (1) the final redemption date; and (2) the next call date.

   
2012
£m
2013
£m
2014-2016
£m
2017-2021
£m
Thereafter
£m
Perpetual
£m
Total
£m
2011 - final redemption
 
Sterling
 
73
158
648
453
823
2,155
US dollar
 
302
555
3,903
1,793
190
4,619
11,362
Euro
 
220
1,299
2,389
4,296
513
832
9,549
Other
 
29
1,618
1,261
345
3,253
   
624
2,012
8,558
7,803
703
6,619
26,319

 
Currently
£m
2012
£m
2013
£m
2014-2016
£m
2017-2021
£m
Thereafter
£m
Perpetual
£m
Total
£m
2011 - call date
Sterling
15
127
218
855
593
176
171
2,155
US dollar
3,230
3,974
765
1,196
824
1,059
314
11,362
Euro
159
2,714
1,299
1,954
2,863
513
47
9,549
Other
9
1,407
489
1,306
42
3,253
 
3,413
8,222
2,771
5,311
4,322
1,748
532
26,319

   
2011
£m
2012
£m
2013-2015
£m
2016-2020
£m
Thereafter
£m
Perpetual
£m
Total
£m
2010 - final redemption
 
Sterling
 
79
817
63
361
806
2,126
US dollar
 
195
262
3,171
3,054
261
4,398
11,341
Euro
 
663
3,368
3,849
1,611
866
10,357
Other
 
27
1,612
1,252
338
3,229
   
964
262
8,968
8,218
2,233
6,408
27,053

 
Currently
£m
2011
£m
2012
£m
2013-2015
£m
2016-2020
£m
Thereafter
£m
Perpetual
£m
Total
£m
2010 - call date
Sterling
172
96
55
1,027
217
530
29
2,126
US dollar
3,099
2,889
1,228
1,960
800
1,052
313
11,341
Euro
613
1,940
849
2,387
3,855
664
49
10,357
Other
672
11
728
1,438
380
3,229
 
4,556
4,936
2,860
6,812
5,252
2,246
391
27,053


   
2010
£m
2011
£m
2012-2014
£m
2015-2019
£m
Thereafter
£m
Perpetual
£m
Total
£m
2009 - final redemption
 
Sterling
 
122
8
164
1,778
2,603
4,675
US dollar
 
407
196
1,457
5,314
323
5,294
12,991
Euro
 
1,589
443
1,414
7,360
1,664
4,410
16,880
Other
 
26
554
1,905
621
3,106
   
2,144
647
3,589
16,357
1,987
12,928
37,652

 
Currently
£m
2010
£m
2011
£m
2012-2014
£m
2015-2019
£m
Thereafter
£m
Perpetual
£m
Total
£m
2009 - call date
Sterling
174
408
202
496
1,720
1,504
171
4,675
US dollar
1,811
1,814
1,429
3,171
1,139
1,891
1,736
12,991
Euro
564
2,849
1,755
3,142
5,501
709
2,360
16,880
Other
419
576
1,025
914
172
3,106
 
2,968
5,647
3,386
7,834
9,274
4,276
4,267
37,652

 
 
343

 
Notes on the consolidated accounts continued

Dated loan capital
 
2011
2010
2009
 
£m
£m
£m
The Royal Bank of Scotland Group plc
     
US$300 million 6.375% subordinated notes 2011 (redeemed February 2011) (1)
199
201
US$750 million 5% subordinated notes 2013 (1)
522
532
503
US$750 million 5% subordinated notes 2014 (1)
558
559
521
US$250 million 5% subordinated notes 2014 (1)
163
162
153
US$675 million 5.05% subordinated notes 2015 (1)
494
492
468
US$350 million 4.7% subordinated notes 2018 (1)
271
252
231
       
The Royal Bank of Scotland plc
     
€1,000 million 6% subordinated notes 2013
921
989
1,014
US$50 million floating rate subordinated notes 2013
37
38
36
€500 million 6% subordinated notes 2013
426
439
452
£150 million 10.5% subordinated bonds 2013 (2)
171
177
177
AUD590 million 6% subordinated notes 2014 (callable July 2012)
392
391
330
AUD410 million floating rate subordinated notes 2014 (callable July 2012)
272
272
229
CAD700 million 4.25% subordinated notes 2015 (callable March 2015)
444
452
419
£250 million 9.625% subordinated bonds 2015
297
303
301
US$750 million floating rate subordinated notes 2015 (callable June 2012)
485
483
462
€750 million floating rate subordinated notes 2015
709
725
741
CHF400 million 2.375% subordinated notes 2015
295
287
244
CHF100 million 2.375% subordinated notes 2015
88
83
69
CHF200 million 2.375% subordinated notes 2015
136
136
117
US$500 million floating rate subordinated notes 2016 (callable January 2012)
324
322
308
US$1,500 million floating rate subordinated notes 2016 (callable January 2012)
971
967
926
€500 million 4.5% subordinated notes 2016 (callable January 2012)
420
450
476
CHF200 million 2.75% subordinated notes 2017 (callable December 2012)
138
138
120
€100 million floating rate subordinated notes 2017
84
86
89
€500 million floating rate subordinated notes 2017 (callable June 2012)
419
432
445
€750 million 4.35% subordinated notes 2017 (callable January 2017)
723
721
728
AUD450 million 6.5% subordinated notes 2017 (callable February 2012)
303
302
255
AUD450 million floating rate subordinated notes 2017 (callable February 2012)
298
295
250
US$1,500 million floating rate subordinated callable step-up notes 2017 (callable August 2012)
971
966
925
€2,000 million 6.93% subordinated notes 2018
2,023
1,999
2,017
US$125.6 million floating rate subordinated notes 2020
81
81
78
€1,000 million 4.625% subordinated notes 2021 (callable September 2016)
948
949
962
€300 million CMS linked floating rate subordinated notes 2022 (callable June 2022)
271
280
292
€144.4 million floating rate subordinated notes 2023
157
153
143
       
National Westminster Bank Plc
     
€600 million 6% subordinated notes 2010
564
€500 million 5.125% subordinated notes 2011 (redeemed June 2011)
442
455
£300 million 7.875% subordinated notes 2015
371
370
365
£300 million 6.5% subordinated notes 2021
400
367
351
       
Charter One Financial, Inc.
     
US$400 million 6.375% subordinated notes 2012
261
265
255
       
RBS Holdings USA Inc.
     
US$500 million subordinated loan capital floating rate notes 2010
— 
311

 
 
344

 
 
Notes on the consolidated accounts continued

25 Subordinated liabilities continued

 
2011
2010
2009
 
£m
£m
£m
First Active plc
     
£60 million 6.375% subordinated bonds 2018 (callable April 2013)
64
66
66
       
RBS NV and subsidiaries
     
€250 million 4.70% CMS linked subordinated notes 2019
136
181
189
€800 million 6.25% fixed rate subordinated notes 2010
733
€100 million 5.13% flip flop Bermudan callable subordinated notes 2017 (callable December 2012)
78
69
84
€500 million floating rate Bermudan callable subordinated lower tier 2 notes 2018   (3)
426
€1,000 million floating rate Bermudan callable subordinated lower tier 2 notes 2016 (3)
862
€13 million zero coupon subordinated notes 2029
14
9
4
€82 million floating rate subordinated notes 2017 (3)
68
€103 million floating rate subordinated lower tier 2 notes 2020 (3)
83
€170 million floating rate sinkable subordinated notes 2041
81
240
190
€15 million CMS linked floating rate subordinated lower tier 2 notes 2020
7
10
10
€1,500 million floating rate Bermudan callable subordinated lower tier 2 notes 2015 (callable March 2012)
1,246
1,283
1,326
€5 million floating rate Bermudan callable subordinated lower tier 2 notes 2015 (callable January 2012)
4
4
4
€65 million floating rate Bermudan callable subordinated lower tier 2 notes 2015 (3)
58
US$165 million 6.14% subordinated notes 2019
76
104
132
US$72 million 5.98% subordinated notes 2019
47
42
34
US$500 million 4.65% subordinated notes 2018
354
326
293
US$1,500 million floating rate Bermudan callable subordinated notes 2015 (callable March 2012)
930
927
887
US$100 million floating rate Bermudan callable subordinated lower tier 2 notes 2015   (3)
62
US$36 million floating rate Bermudan callable subordinated lower tier 2 notes 2015   (3)
22
US$1,000 million floating rate Bermudan callable subordinated lower tier 2 notes 2017 (3)
598
AUD575 million 6.50% Bermudan callable subordinated lower tier 2 notes 2018 (callable May 2013)
378
371
318
AUD175 million floating rate Bermudan callable subordinated lower tier 2 notes 2018 (callable May 2013)
111
111
93
€26 million 7.42% subordinated notes 2016
25
26
27
€7 million 7.38% subordinated notes 2016
7
7
7
£42 million amortising MTN subordinated lower tier 2 notes 2010
7
£25 million amortising MTN subordinated lower tier 2 notes 2011 (redeemed January 2011)
3
8
£750 million 5% fixed rate Bermudan callable subordinated upper tier 2 notes 2016 (3)
727
US$136 million (2010 and 2009 - US$250 million) 7.75% fixed rate subordinated notes 2023
90
163
155
US$150 million 7.13% fixed rate subordinated notes 2093
100
98
93
MYR200 million 4.15% subordinated notes 2017
42
42
36
       
Non-controlling interests subordinated issues
20
20
12
 
19,654
20,658
24,597

Notes:
(1)
On-lent to The Royal Bank of Scotland plc on a subordinated basis.
(2)
Unconditionally guaranteed by the company.
(3)
Transferred to the Dutch State on legal separation of ABN AMRO Holding N.V. in 2010.
(4)
In the event of certain changes in tax laws, dated loan capital issues may be redeemed in whole, but not in part, at the option of the issuer, at the principal amount thereof plus accrued interest, subject to prior regulatory approval.
(5)
Except as stated above, claims in respect of the Group's dated loan capital are subordinated to the claims of other creditors. None of the Group's dated loan capital is secured.
(6)
Interest on all floating rate subordinated notes is calculated by reference to market rates.

 
 
345

 
Notes on the consolidated accounts continued

Undated loan capital
 
2011 
2010
2009
 
£m 
£m
£m
The Royal Bank of Scotland Group plc
     
US$106 million (2010 - US$106 million; 2009 - US$163 million) undated floating rate
  primary capital notes (callable on any interest payment date) (1,2)
69
69
101
US$762 million 7.648% perpetual regulatory tier one securities (callable September 2031) (1,3,4)
497
494
473
       
The Royal Bank of Scotland plc
     
£31 million (2010 - £31 million; 2009 - £96 million) 7.375% undated subordinated notes
  (callable December 2019) (1,2)
31
31
101
£51 million (2010 - £51 million; 2009 - £117 million) 6.25% undated subordinated notes
  (callable December 2012) (1,2)
53
55
126
£56 million (2010 - £56 million; 2009 - £138 million) 6% undated subordinated notes
  (callable September 2014) (1,2)
62
61
143
€176 million (2010 - €176 million; 2009 - €197 million) 5.125% undated subordinated notes
  (callable July 2014) (1,2)
161
166
194
€170 million (2010 - €170 million; 2009 - €243 million) floating rate undated subordinated
  notes (callable July 2014) (1,2)
141
145
214
£54 million (2010 - £54 million; 2009 - £178 million) 5.125% undated subordinated notes
  (callable March 2016) (1,2)
61
58
189
£200 million 5.125% subordinated upper tier 2 notes
210
£35 million (2010 - £35 million; 2009 - £260 million) 5.5% undated subordinated notes
  (callable December 2019) (1,2)
37
35
272
£21 million (2010 - £21 million; 2009 - £174 million) 6.2% undated subordinated notes
  (callable March 2022) (1,2)
45
43
206
£103 million (2010 - £103 million; 2009 - £145 million) 9.5% undated subordinated bonds
  (callable August 2018) (1,2,5)
137
130
176
£22 million (2010 - £22 million; 2009 - £83 million) 5.625% undated subordinated notes
  (callable September 2026) (1,2)
23
21
90
£19 million (2010 - £19 million; 2009 - £201 million) 5.625% undated subordinated notes
  (callable June 2032) (1,2)
13
20
199
£1 million (2010 - £1 million; 2009 - £190 million) 5% undated subordinated notes
  (callable September 2012) (1,2)
1
2
197
JPY25 billion 2.605% undated subordinated notes
173
CAD474 million (2010 - CAD474 million; 2009 - CAD700 million) 5.37% fixed rate undated
  subordinated notes (callable May 2016) (2)
347
340
452
       
National Westminster Bank Plc
     
US$193 million (2010 - US$193 million; 2009 - US$332 million) primary capital floating rate
  notes, Series A (callable on any interest payment date) (1,2)
124
124
205
US$229 million (2010 - US$229 million; 2009 - US$293 million) primary capital floating rate
  notes, Series B (callable on any interest payment date) (1,2)
148
148
182
US$285 million (2010 - US$285 million; 2009 - US$312 million) primary capital floating rate
  notes, Series C (callable on any interest payment date) (1,2)
184
184
192
€178 million (2010 - €178 million; 2009 - €400 million) 6.625% fixed/floating rate undated
  subordinated notes (callable on any interest payment date) (2)
150
154
358
€10 million (2010 - €10 million; 2009 - €100 million) floating rate undated step-up notes
  (callable on any interest payment date) (2)
9
9
90
£87 million (2010 - £87 million; 2009 - £162 million) floating undated subordinated step-up
  notes (callable January 2015) (1,2)
91
89
174
£53 million (2010 - £53 million; 2009 - £127 million) 7.125% undated subordinated step-up
  notes (callable October 2022) (1,2)
56
54
127
£35 million (2010 - £35 million; 2009 - £55 million) 11.5% undated subordinated notes
  (callable December 2022) (1,2,6)
42
42
79

 
 
346

 
 
Notes on the consolidated accounts continued

25 Subordinated liabilities continued

 
2011 
2010 
2009
 
£m 
£m 
£m
First Active plc
     
£20 million 11.75% perpetual tier two capital
26  
26 
26
€38 million 11.375% perpetual tier two capital
48  
50 
51
£1.3 million floating rate perpetual tier two capital
2  
2
       
RBS NV and subsidiaries
     
€1,000 million 4.31% perpetual Bermudan callable subordinated tier 1 notes (callable March 2016) (7)
— 
— 
834
€800 million 10% fixed perpetual mandatory convertible tier 1 notes 2099 (7)
— 
— 
716
€967 million 10% fixed perpetual mandatory convertible tier 1 notes 2072 (7)
— 
— 
866
€833 million 10% fixed perpetual mandatory convertible tier 1 notes 2073 (7)
— 
— 
746
 
2,558 
2,552 
8,164

Notes:
(1)
Partially repurchased following completion of the exchange and tender offers in April 2009.
(2)
Partially repurchased following completion of the exchange and tender offers in May 2010.
(3)
On-lent to The Royal Bank of Scotland plc on a subordinated basis.
(4)
The company can satisfy interest payment obligations by issuing sufficient ordinary shares to appointed Trustees to enable them, on selling these shares, to settle the interest payment.
(5)
Guaranteed by the company.
(6)
Exchangeable at the option of the issuer into 8.392% (gross) non-cumulative preference shares of £1 each of National Westminster Bank Plc at any time.
(7)
Transferred to the Dutch State on legal separation of ABN AMRO Holding N.V. in 2010.
(8)
Except as stated above, claims in respect of the Group's undated loan capital are subordinated to the claims of other creditors. None of the Group's undated loan capital is secured.
(9)
In the event of certain changes in tax laws, undated loan capital issues may be redeemed in whole, but not in part, at the option of the Group, at the principal amount thereof plus accrued interest, subject to prior regulatory approval.
(10)
Interest on all floating rate subordinated notes is calculated by reference to market rates.

Preference shares
 
2011
2010
2009
 
£m
£m
£m
The Royal Bank of Scotland Group plc (1)
     
Non-cumulative preference shares of US$0.01
     
  Series F US$156 million (2010 - US$156 million; 2009 - US$200 million) 7.65%
  (redeemable at option of issuer) (2)
101
101
123
  Series H US$242 million (2010 - US$242 million; 2009 - US$300 million) 7.25%
  (redeemable at option of issuer) (2)
157
156
185
  Series L US$751 million (2010 - US$751 million; 2009 - US$850 million) 5.75%
  (redeemable at option of issuer) (2)
485
484
524
       
Non-cumulative convertible preference shares of US$0.01
     
  Series 1 US$65 million (2010 - US$65 million; 2009 - US$1,000 million) 9.118%
  (redeemable at option of issuer) (3)
43
43
630
       
Non-cumulative convertible preference shares of £0.01
     
  Series 1 £15 million (2010 - £15 million; 2009 - £200 million) 7.387% (redeemable at option of issuer) (3)
15
15
199
       
Cumulative preference shares of £1
     
  £0.5 million 11% and £0.4 million 5.5% (non-redeemable)
1
1
1
       
National Westminster Bank Plc
     
Non-cumulative preference shares of £1
     
  Series A £140 million 9% (non-redeemable)
145
144
145
       
Non-cumulative preference shares of US$25
     
  Series C US$246 million (2010 - US$246 million; 2009 - US$300 million) 7.7628% (2,4)
169
168
193
 
1,116
1,112
2,000
 
Notes:
(1)
Further details of the contractual terms of the preference shares are given in Note 27.
(2)
Partially repurchased following completion of the exchange and tender offers in May 2010.
(3)
Partially converted into ordinary shares in the company in 2010.
(4)
Series C preference shares each carry a gross dividend of 8.625% inclusive of associated tax credit. Redeemable at the option of the issuer at par.

 
 
347

 
Notes on the consolidated accounts continued

Trust preferred securities
 
2011
2010
2009
 
£m
£m
£m
€391 million 6.467% (redeemable June 2012) (1,2)
340
339
362
US$486 million (2010 and 2009 - US$486 million) 6.8%
  (perpetual callable September 2009) (1,2)
309
289
300
US$318 million (2010 - US$318 million; 2009 - US$322 million) 4.709%
  (redeemable July 2013) (1,2,3)
210
190
196
US$394 million 6.425% (redeemable January 2034) (1,2)
382
291
280
       
RBS NV and subsidiaries (4)
     
US$1,285 million 5.90% Trust Preferred V
684
633
696
US$200 million 6.25% Trust Preferred VI
108
100
107
US$1,800 million 6.08% Trust Preferred VII
958
889
950
 
2,991
2,731
2,891

Notes:
(1)
The trust preferred securities issued by subsidiaries have no maturity date and are not redeemable at the option of the holders at any time. These securities may, with the consent of the UK Financial Services Authority, be redeemed by the issuer on the dates specified above or on any interest payment date thereafter. They may also be redeemed in whole, but not in part, upon the occurrence of certain tax and regulatory events. Dividends are non-cumulative and may, subject to the restrictions described in (5) below, be paid provided distributable profits are sufficient unless payment would breach the capital adequacy requirements of the UK Financial Services Authority.  Distributions are not made if dividends are not paid on any series of the company’s non-cumulative preference shares. The company classifies its obligations to these subsidiaries as dated loan capital.
(2)
Partially repurchased following completion of the exchange and tender offers in April 2009.
(3)
Partially repurchased following completion of the exchange and tender offers in May 2010.
(4)
Dividends are non-cumulative. They cannot be declared if RBS Holdings N . V . has not paid dividends on any parity securities. Distributions must be made, subject to the restrictions described in (5) below, if RBS Holdings N . V . pays a dividend on its ordinary shares or on its parity securities or redeems or repurchases such securities.
(5)
The trust preferred securities are subject to restrictions on dividend payments agreed with the European Commission (see page 352).


 
348

 
 
Notes on the consolidated accounts continued


26 Non-controlling interests
 
ABN 
AMRO 
Other 
 interests 
Total 
 
£m 
£m 
£m 
At 1 January 2010
14,668 
2,227 
16,895 
Currency translation and other adjustments
(529)
63 
(466)
(Loss)/profit attributable to non-controlling interests
     
  - continuing operations
(121)
61 
(60)
  - discontinued operations
(605)
— 
(605)
Dividends paid
(4,028)
(172)
(4,200)
Losses on available-for-sale financial assets, net of tax
(21)
— 
(21)
Movements in cash flow hedging reserves, net of tax
955 
— 
955 
Equity raised
501 
58 
559 
Equity withdrawn and disposals
(10,525)
(773)
(11,298)
Transfer to retained earnings
— 
(40)
(40)
At 1 January 2011
295 
1,424 
1,719 
Currency translation and other adjustments
(20)
(34)
(54)
Profit/(loss) attributable to non-controlling interests
     
   - continuing operations
(7)
(7)
(14)
   - discontinued operations
42 
— 
42 
Dividends paid
— 
(40)
(40)
Losses on available-for-sale financial assets, net of tax
— 
Equity withdrawn and disposals
(29)
(392)
(421)
At 31 December 2011
283 
951 
1,234 


ABN AMRO represents the other Consortium Members' interests in RFS Holdings B.V. The capital and income rights of shares issued by RFS Holdings B.V. are linked to the net assets and income of the ABN AMRO business units which the individual Consortium Members agreed to acquire. The distribution to other Consortium Members of their respective interests occurred in 2010. Equity withdrawn in respect of ABN AMRO in 2010 relates to distributions to Consortium Members.

Other non-controlling interests include the following trust preferred securities:
 
2011 
2010 
2009 
 
£m 
£m 
£m 
US$357 million 5.512% (redeemable September 2014) (1)
198 
198 
198 
US$276 million (2010 - US$276 million; 2009 - US$470 million) 3 month US$ LIBOR plus 0.80%
  (redeemable September 2014) (1,2)
153 
153 
261 
€166 million 4.243% (redeemable January 2016) (1)
112 
112 
112 
£93 million 5.6457% (redeemable June 2017) (1)
93 
93 
93 
 
556 
556 
664 

Notes:
(1)
Partially repurchased following completion of the exchange and tender offers in April 2009.
(2)
Partially repurchased following completion of the exchange and tender offers in May 2010.
(3)
The trust preferred securities issued by subsidiaries have no maturity date and are not redeemable at the option of the holders at any time. These securities may, with the consent of the UK Financial Services Authority, be redeemed, in whole or in part, by the issuer on the dates specified above or on any interest payment date thereafter. They may also be redeemed in whole, but not in part, upon the occurrence of certain tax and regulatory events. Dividends are non-cumulative and discretionary. Distributions are not made if dividends are not paid on any series of the company’s non-cumulative preference shares. The company classifies its obligations to these subsidiaries as dated loan capital.
(4)
The trust preferred securities are subject to restrictions on dividend payments agreed with the European Commission (see page 352).


 
349

 
Notes on the consolidated accounts continued


 
 
27 Share capital
 
Allotted, called up and fully paid
 
1 January 
2011 
Issued 
during 
the year 
31 December 
 2011 
 
£m 
£m 
£m 
Ordinary shares of 25p
14,614 
193 
14,807 
B shares of £0.01
510 
— 
510 
Dividend access share of £0.01
— 
— 
— 
Non-cumulative preference shares of US$0.01
— 
Non-cumulative convertible preference shares of US$0.01
— 
— 
— 
Non-cumulative preference shares of €0.01
— 
— 
— 
Non-cumulative convertible preference shares of £0.01
— 
— 
— 
Non-cumulative preference shares of £1
— 
— 
— 
Cumulative preference shares of £1
— 


 
Allotted, called up and fully paid
Number of shares - thousands
2011 
2010 
2009 
Ordinary shares of 25p
59,228,412 
58,458,131 
56,365,721 
B shares of £0.01
51,000,000 
51,000,000 
51,000,000 
Dividend access share of £0.01 (1)
— 
— 
Non-voting deferred shares of £0.01
— 
— 
2,660,556 
Non-cumulative preference shares of US$0.01
209,609 
209,609 
308,015 
Non-cumulative convertible preference shares of US$0.01
65 
65 
1,000 
Non-cumulative preference shares of €0.01
2,044 
2,044 
2,526 
Non-cumulative convertible preference shares of £0.01
15 
15 
200 
Non-cumulative preference shares of £1
54 
54 
750 
Cumulative preference shares of £1
900 
900 
900 

Note:
(1)
One dividend access share in issue.


Movement in ordinary shares in issue - thousands
Ordinary shares 
 of 25p 
At 1 January 2010
56,365,721 
Shares issued
2,092,410 
At 1 January 2011
58,458,131 
Shares issued
770,281 
At 31 December 2011
59,228,412 


Ordinary shares
During the year, the issued ordinary share capital was increased by 770 million ordinary shares in connection with employee share schemes.

B shares and dividend access share
In December 2009, the company entered into an acquisition and contingent capital agreement with HM Treasury. HM Treasury agreed to acquire at 50p per share 51 billion B shares with a nominal value of 1p each and a dividend access share with a nominal value of 1p; these shares were issued to HM Treasury on 22 December 2009. Net proceeds were £25.1 billion.

The B shares do not generally carry voting rights at general meetings of ordinary shareholders. Each B share is entitled to the same cash dividend as an ordinary share (subject to anti - dilution adjustments). The B shares may be converted into ordinary shares at a fixed ratio of issue price (50p) divided by the conversion price (50p subject to anti-dilution adjustments) at the option of the holder at any time after issue. HM Treasury has agreed not to convert its B shares into ordinary shares to the extent that its holding of ordinary shares following the conversion would represent more than 75% of the company's issued ordinary share capital.



 
350

 
 
Notes on the consolidated accounts continued

 
27 Share capital continued
The dividend access share entitles the holder to dividends equal to the greater of 7% of the aggregate issue price of B shares issued to HM Treasury and 250% of the ordinary dividend rate multiplied by the number of B shares issued, less any dividends paid on the B shares and on ordinary shares issued on conversion. Dividends on the dividend access share are discretionary unless a dividend has been paid on the ordinary shares, in which case dividends became mandatory. The dividend access share does not generally carry voting rights at general meetings of ordinary shareholders and is not convertible into ordinary shares.

The contingent capital commitment agreement can be terminated in whole or in part by the company, with the FSA's consent, at any time. It expires at the end of five years or, if earlier, on its termination in full.

Preference shares
Under IFRS certain of the Group's preference shares are classified as debt and are included in subordinated liabilities on the balance sheet.

Other securities
Certain of the Group's subordinated securities in the legal form of debt are classified as equity under IFRS.

These securities entitle the holders to interest which may be deferred at the sole discretion of the company. Repayment of the securities is at the sole discretion of the company on giving between 30 and 60 days notice.

Non-cumulative preference shares
Non-cumulative preference shares entitle the holders thereof (subject to the terms of issue) to receive periodic non-cumulative cash dividends at specified fixed rates for each Series payable out of distributable profits of the company.

The non-cumulative preference shares are redeemable at the option of the company, in whole or in part from time to time at the rates detailed below plus dividends otherwise payable for the then current dividend period accrued to the date of redemption.


Class of preference share
Number of shares in issue
Interest
 rate
Redemption
date on or after
Redemption
price per share
Debt/equity (1)
Non-cumulative preference shares of US$0.01
         
  Series F
6.3 million
7.65%
31 March 2007
US$25
Debt
  Series H
9.7 million
7.25%
31 March 2004
US$25
Debt
  Series L
30.0 million
5.75%
30 September 2009
US$25
Debt
  Series M
23.1 million
6.4%
30 September 2009
US$25
Equity
  Series N
22.1 million
6.35%
30 June 2010
US$25
Equity
  Series P
9.9 million
6.25%
31 December 2010
US$25
Equity
  Series Q
20.6 million
6.75%
30 June 2011
US$25
Equity
  Series R
10.2 million
6.125%
30 December 2011
US$25
Equity
  Series S
26.4 million
6.6%
30 June 2012
US$25
Equity
  Series T
51.2 million
7.25%
31 December 2012
US$25
Equity
  Series U
10,130
7.64%
29 September 2017
US$100,000
Equity
             
Non-cumulative convertible preference shares of US$0.01
         
  Series 1
64,772
9.118%
31 March 2010
US$1,000
Debt
             
Non-cumulative preference shares of €0.01
           
  Series 1
1.25 million
5.5%
31 December 2009
€1,000
Equity
  Series 2
784,989
5.25%
30 June 2010
€1,000
Equity
  Series 3
9,429
7.0916%
29 September 2017
€50,000
Equity
             
Non-cumulative convertible preference shares of £0.01
           
  Series 1
14,866
7.387%
31 December 2010
£1,000
Debt
             
Non-cumulative preference shares of £1
           
  Series 1
54,442
8.162%
5 October 2012
£1,000
Equity

Note:
(1)
Those preference shares where the Group has an obligation to pay dividends are classified as debt; those where distributions are discretionary are classified as equity. The conversion rights attaching to the convertible preference shares may result in the Group delivering a variable number of equity shares to preference shareholders; these convertible preference shares are treated as debt.

In the event that the non-cumulative convertible preference shares are not redeemed on or before the redemption date, the holder may convert them into ordinary shares in the company at the prevailing market price.

Under existing arrangements, no redemption or purchase of any non-cumulative preference shares may be made by the company without the prior consent of the UK Financial Services Authority.


 
351

 
 
Notes on the consolidated accounts continued

 
On a winding-up or liquidation of the company, the holders of the non-cumulative preference shares will be entitled to receive, out of any surplus assets available for distribution to the company's shareholders (after payment of arrears of dividends on the cumulative preference shares up to the date of repayment) pari passu with the cumulative preference shares and all other shares of the company ranking pari passu with the non-cumulative preference shares as regards participation in the surplus assets of the company, a liquidation distribution per share equal to the applicable redemption price detailed in the table above, together with an amount equal to dividends for the then current dividend period accrued to the date of payment, before any distribution or payment may be made to holders of the ordinary shares as regards participation in the surplus assets of the company.

Except as described above, the holders of the non-cumulative preference shares have no right to participate in the surplus assets of the company.

Holders of the non-cumulative preference shares are not entitled to receive notice of or attend general meetings of the company except if any resolution is proposed for adoption by the shareholders of the company to vary or abrogate any of the rights attaching to the non-cumulative preference shares or proposing the winding-up or liquidation of the company. In any such case, they are entitled to receive notice of and to attend the general meeting of shareholders at which such resolution is to be proposed and are entitled to speak and vote on such resolution (but not on any other resolution). In addition, in the event that, prior to any general meeting of shareholders, the company has failed to pay in full the three most recent quarterly dividend payments due on the non-cumulative dollar preference shares (other than Series U), the two most recent semi-annual dividend payments due on the non-cumulative convertible dollar preference shares and the most recent dividend payments due on the non-cumulative euro preference shares, the non-cumulative sterling preference shares, the Series U non-cumulative dollar preference shares and the non-cumulative convertible sterling preference shares, the holders shall be entitled to receive notice of, attend, speak and vote at such meeting on all matters together with the holders of the ordinary shares. In these circumstances only, the rights of the holders of the non-cumulative preference shares so to vote shall continue until the company shall have resumed the payment in full of the dividends in arrears.

The Group has undertaken that, unless otherwise agreed with the European Commission, neither the company nor any of its direct or indirect subsidiaries (excluding companies in the RBS Holdings N.V. Group, which are subject to different restrictions) will pay external investors any dividends or coupons on existing hybrid capital instruments (including preference shares, B shares and upper and lower tier 2 instruments) from 30 April 2010 for a period of two years thereafter ("the Deferral Period"), or exercise any call rights in relation to these capital instruments between 24 November 2009 and the end of the Deferral Period, unless there is a legal obligation to do so. Hybrid capital instruments issued after 24 November 2009 will generally not be subject to the restriction on dividend or coupon payments or call options .


28 Other equity
Paid-in equity - notes issued under the company's euro medium term note programme with an initial par value of US$1,600 million and CAD600 million are classified as equity under IFRS. The notes attract coupons of 6.99% and 6.666% respectively until October 2017 when they change to 2.67% above the London interbank offered rate for 3-month US dollar deposits and 2.76% above the Canadian dollar offered rate respectively. Paid-in equity of US$1,036 million was repurchased in April 2009 and CAD279 million was repurchased in May 2010 as part of the liability management exercises.

Merger reserve - on 1 January 2009, the merger reserve comprised the premium on shares issued to acquire NatWest less goodwill amortisation charged under previous GAAP. No share premium was recorded in the company financial statements through the operation of the merger relief provisions of the Companies Act 1985.

Under the arrangements for accession to APS in December 2009, the company issued B shares in exchange for shares in Aonach Mor Limited. No share premium was recorded in the company financial statements through the operation of the merger relief provisions of the Companies Act 2006. The subsequent redemption of these shares gave rise to distributable profits of £50 million in 2011, £12,250 million in 2010 and £9,950 million in 2009, which were transferred from merger reserve to retained earnings.

Capital redemption reserve - under UK companies legislation, when shares are redeemed or purchased wholly or partly out of the company's profits, the amount by which the company's issued share capital is diminished must be transferred to the capital redemption reserve.  The capital maintenance provisions of UK companies legislation apply to the capital redemption reserve as if it were part of the company’s paid up share capital.

Contingent capital reserve - in December 2009, HM Treasury agreed to subscribe for up to 16 billion B shares of 1p each at 50p per share subject to certain conditions including the Group's Core Tier 1 capital ratio falling below 5%. The fair value of the consideration payable by the company on entering into this agreement amounted to £1,458 million; of this £1,208 million was debited to the contingent capital reserve.

Own shares held - at 31 December 2011, 1.6 billion (2010 - 1.7 billion; 2009 - 139 million) ordinary shares of 25p each of the company were held by Employee Share Trusts in respect of share awards and options granted to employees. Employee share trusts awarded 84.2 million ordinary shares in satisfaction of the exercise of awards under employee share plans during the year .

The Group optimises capital efficiency by maintaining reserves in subsidiaries, including regulated entities. Certain preference shares and subordinated debt are also included within regulatory capital. The remittance of reserves to the company or the redemption of shares or subordinated capital by regulated entities may be subject to maintaining the capital resources required by the relevant regulator.

UK law prescribes that only the reserves of the company are taken into account for the purpose of making distributions and in determining the permissible applications of the share premium account.


 
352

 
 
Notes on the consolidated accounts continued

29 Leases
Year in which receipt will occur
Finance lease contracts and hire purchase agreements
 
Operating lease
 assets:
future minimum
lease rentals
£m 
Gross 
amounts 
£m 
Present value 
 adjustments 
£m 
Other 
 movements 
£m 
Present 
value 
£m 
2011
           
Within 1 year
3,996 
(340)
(29)
3,627 
 
406 
After 1 year but within 5 years
6,806 
(763)
(193)
5,850 
 
605 
After 5 years
5,822 
(2,710)
(270)
2,842 
 
359 
Total
16,624 
(3,813)
(492)
12,319 
 
1,370 
             
2010
         
Within 1 year
3,559 
(309)
(20)
3,230 
 
997 
After 1 year but within 5 years
7,833 
(795)
(245)
6,793 
 
2,388 
After 5 years
7,843 
(2,763)
(263)
4,817 
 
998 
Total
19,235 
(3,867)
(528)
14,840 
 
4,383 
             
2009
         
Within 1 year
3,617 
(534)
(30)
3,053 
 
781 
After 1 year but within 5 years
8,582 
(1,890)
(212)
6,480 
 
2,514 
After 5 years
11,251 
(2,461)
(334)
8,456 
 
1,018 
Total
23,450 
(4,885)
(576)
17,989 
 
4,313 


 
2011 
2010 
2009 
 
£m 
£m 
£m 
Nature of operating lease assets on the balance sheet
     
Transportation
1,549 
6,162 
6,039 
Cars and light commercial vehicles
995 
1,016 
1,352 
Other
161 
208 
403 
 
2,705 
7,386 
7,794 
       
Amounts recognised as income and expense
     
Finance leases - contingent rental income
(133)
(160)
(139)
Operating leases - minimum rentals payable
490 
519 
556 
       
Finance lease contracts and hire purchase agreements
     
Accumulated allowance for uncollectable minimum receivables
347 
401 
313 

 
 
353

 
 
Notes on the consolidated accounts continued


 
Residual value exposures
The table below gives details of the unguaranteed residual values included in the carrying value of finance lease receivables (see pages 299 to 302) and operating lease assets (see pages 332 and 333).

 
Year in which residual value will be recovered
 
Within 1 
 year 
After 1 year 
 but within 
 2 years 
After 2 years 
 but within 
 5 years 
After 5 
 years 
Total 
2011
£m 
£m 
£m 
£m 
£m 
Operating leases
         
  - transportation
244 
314 
187 
390 
1,135 
  - cars and light commercial vehicles
458 
75 
105 
640 
  - other
23 
21 
33 
85 
Finance lease contracts
26 
48 
147 
270 
491 
Hire purchase agreements
— 
— 
— 
 
751 
458 
473 
670 
2,352 
           
2010
         
Operating leases
         
  - transportation
357 
457 
1,834 
2,097 
4,745 
  - cars and light commercial vehicles
503 
109 
100 
721 
  - other
30 
20 
39 
13 
102 
Finance lease contracts
20 
41 
131 
263 
455 
Hire purchase agreements
— 
70 
— 
73 
 
910 
630 
2,174 
2,382 
6,096 
           
2009
         
Operating leases
         
  - transportation
164 
327 
1,607 
2,255 
4,353 
  - cars and light commercial vehicles
624 
134 
113 
878 
  - other
31 
32 
40 
110 
Finance lease contracts
23 
35 
96 
313 
467 
Hire purchase agreements
20 
61 
21 
109 
 
849 
548 
1,917 
2,603 
5,917 


The Group provides asset finance to its customers through acting as a lessor. It purchases plant, equipment and intellectual property, renting them to customers under lease arrangements that, depending on their terms, qualify as either operating or finance leases.


 
354

 

Notes on the consolidated accounts continued

30 Securitisations and asset transfers
Secured funding
The Group has access to secured funding markets through own-asset securitisation and covered bond funding programmes to complement existing wholesale funding programmes and access to the repo markets. The Group monitors and manages encumbrance levels related to these secured funding programmes. This includes the potential encumbrance of Group assets that could be used in own - asset securitisations and/or covered bonds that could be used as contingent liquidity.

Own-asset securitisations
The Group has a programme of own-asset securitisations where assets are transferred to bankruptcy remote SPEs funded by the issue of debt securities. The majority of the risks and rewards of the portfolio are retained by the Group and these SPEs are consolidated and all of the transferred assets retained on the Group’s balance sheet. In some own-asset securitisations, the Group may purchase all the issued securities which are available to be pledged as collateral for repurchase agreements with major central banks.

Covered bond programme
Certain loans and advances to customers have been assigned to bankruptcy remote limited liability partnerships to provide security for issues of covered bonds by the Group. The Group retains all of the risks and rewards of these loans, the partnerships are consolidated, the loans retained on the Group’s balance sheet and the related covered bonds included within debt securities in issue.

The following table shows:
(i)
the asset categories that have been pledged to secured funding structures, including assets backing publicly issued own-asset securitisations and covered bonds; and
(ii)
any currently unencumbered assets that could be substituted into those portfolios or used to collateralise debt securities which may be retained by the Group for contingent liquidity purposes.


 
2011
 
2010
 
2009
     
Debt securities in issue
     
Debt securities in issue
     
Debt securities in issue
Asset type (1)
Assets  
£m 
 
Held by third  
parties (2)
£m  
Held by the  
Group (3)
£m  
Total  
£m  
 
Assets  
£m 
 
Held by third  
parties (2)
£m  
Held by the  
Group (3)
£m  
Total  
£m  
 
Assets  
£m 
 
Held by third  
parties (2)
£m  
Held by the  
Group (3)
£m  
Total  
£m  
Mortgages
                                 
  - UK (RMBS)
49,549 
 
10,988 
47,324 
58,312 
 
53,132 
 
13,047 
50,028 
63,075 
 
55,387 
 
10,138 
53,356 
63,494 
  - UK (covered bonds)
15,441 
 
9,107 
— 
9,107 
 
8,046 
 
4,100 
— 
4,100 
 
— 
 
— 
— 
— 
  - Irish
12,660 
 
3,472 
8,670 
12,142 
 
15,034 
 
5,101 
11,152 
16,253 
 
14,540 
 
5,799 
6,905 
12,704 
UK credit cards
4,037 
 
500 
110 
610 
 
3,993 
 
34 
1,500 
1,534 
 
2,975 
 
1,592 
1,500 
3,092 
UK personal loans
5,168 
 
— 
4,706 
4,706 
 
5,795 
 
— 
5,383 
5,383 
 
8,411 
 
— 
8,160 
8,160 
Other loans (4)
19,778 
 
20,577 
20,581 
 
25,193 
 
974 
23,186 
24,160 
 
28,037 
 
1,010 
25,290 
26,300 
 
106,633 
 
24,071 
81,387 
105,458 
 
111,193 
 
23,256 
91,249 
114,505 
 
109,350 
 
18,539 
95,211 
113,750 
Cash deposits (5)
11,998 
         
13,068 
         
12,016 
       
 
118,631 
         
124,261 
         
121,366 
       

Notes:
(1)
Assets that have been pledged to the SPEs which itself is a subset of the total portfolio of eligible assets within a collateral pool.
(2)
Debt securities that have been sold to third party investors and represents a source of external wholesale funding.
(3)
Debt securities issued pursuant to own-asset securitisations where the debt securities are retained by the Group as a source of contingent liquidity where those securities can be used in repurchase agreements with central banks.
(4)
Comprises corporate, social housing and student loans.
(5)
At 31 December 2011, cash deposits comprised £11.2 billion from mortgage repayments and £0.8 billion from other loan repayments held in the SPEs, to repay debt securities issued by the own-asset securitisation vehicles (2010 - £12.3 billion and £0.8 billion; 2009 - £11.1 billion and £0.9 billion respectively).


 
355

 
Notes on the consolidated accounts continued

 
Continuing involvement
In certain securitisations of US residential mortgages, substantially all the risks and rewards have been neither transferred nor retained, but the Group has retained control, as defined by IFRS, of the assets and continues to recognise the assets to the extent of its continuing involvement which takes the form of retaining certain subordinated bonds issued by the securitisation SPEs. These bonds have differing rights and, depending on their terms, they may expose the Group to interest rate risk where they carry a fixed coupon or to credit risk depending on the extent of their subordination. Certain bonds entitle the Group to additional interest if the portfolio performs better than expected and others give the Group the right to prepayment penalties received on the securitised mortgages.  At 31 December 2011, securitised assets were £0.6 billion (2010 - £2.3 billion; 2009 - £3.1 billion); retained interest £72 million (2010 - £286 million; 2009 - £102 million); subordinated assets £3 million (2010 - £4 million; 2009 - £91 million); and related liabilities £3 million (2010 - £4 million; 2009 - £33 million).

The Group retained interests in securitised financial assets take the form of senior or subordinated securities.  These interests predominantly relate to mortgage - backed securities which were re-securitised.  Retained interests are generally not held to maturity and are typically sold after settlement of the securitisation.  Retained interests may be subordinated to other investors' interests.  Third party investors and securitisation trusts have no recourse to the Group's other assets for failure of debtors to perform on the securitised loans or securities, effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust.  The value of retained interest varies and is subject to credit, interest rate, prepayment, and other risks of the transferred assets.  In the ordinary course of business, the Group does not provide any other financial support to the securitisation trusts other than holding these retained interests.

Securities repurchase agreements and lending transactions
The Group enters into securities repurchase agreements and securities lending transactions under which it transfers securities in accordance with normal market practice. Generally, the agreements require additional collateral to be provided if the value of the securities falls below a predetermined level.  Under standard terms for repurchase transactions in the UK and US markets, the recipient of collateral has an unrestricted right to sell or repledge it, subject to returning equivalent securities on settlement of the transaction.

Securities sold under repurchase transactions are not derecognised if the Group retains substantially all the risks and rewards of ownership.  The fair value (and carrying value) of securities transferred under such repurchase transactions included within debt securities on the balance sheet , are set out below . All of these securities could be sold or repledged by the holder.
 
Assets pledged in securities repurchase agreements and lending transactions
2011 
£m 
2010 
£m 
2009 
£m 
Debt securities
79,480 
80,104  
66,883  
Equity shares
6,534 
5,148 
3,409 

Other collateral given
This primarily relates to cash collateral relating to derivative contracts as well as assets pledged for bank and other borrowings.

Assets pledged against liabilities
2011 
£m 
2010 
£m 
2009 
£m 
Loans and advances to banks
19,691 
27,271 
25,712 
Loans and advances to customers
52,225 
46,352 
38,924 
Debt securities
3,713 
7,200 
8,723 
 
75,629 
80,823 
73,359 

Liabilities secured by assets
     
Deposits by banks
6,369 
10,565 
12,724 
Customer accounts
2,663 
3,599 
3,319 
Debt securities in issue
— 
— 
1,237 
Derivatives
82,356 
93,570 
65,225 
 
91,388 
107,734 
82,505 


 
356

 

Notes on the consolidated accounts continued

 
31 Capital resources
The Group's regulatory capital resources in accordance with Financial Services Authority (FSA) definitions were as follows:

Shareholders’ equity (excluding non-controlling interests)
2011  
£m 
2010  
£m 
2009  
£m 
Shareholders’ equity per balance sheet
74,819 
75,132  
77,736  
Preference shares - equity
(4,313)
(4,313)
(7,281)
Other equity instruments
(431)
(431)
(565)
 
70,075 
70,388  
69,890  
       
Non-controlling interests
     
Non-controlling interests per balance sheet
1,234 
1,719  
16,895  
Non-controlling preference shares
(548)
(548)
(656)
Other adjustments to non-controlling interests for regulatory purposes
(259)
(259)
(497)
 
427 
912 
15,742  
       
Regulatory adjustments and deductions
     
Own credit
(2,634)
(1,182)
(1,057)
Unrealised losses on AFS debt securities
1,065 
2,061  
1,888  
Unrealised gains on AFS equity shares
(108)
(25)
(134)
Cash flow hedging reserve
(879)
140  
252  
Other adjustments for regulatory purposes
571 
204 
(193)
Goodwill and other intangible assets
(14,858)
(14,448)
(17,847)
50% excess of expected losses over impairment provisions (net of tax)
(2,536)
(1,900)
(2,558)
50% of securitisation positions
(2,019)
(2,321)
(1,353)
50% of APS first loss
(2,763)
(4,225)
(5,106)
 
(24,161)
(21,696)
(26,108)
       
Core Tier 1 capital
46,341 
49,604  
59,524  
       
Other Tier 1 capital
     
Preference shares - equity
4,313 
4,313  
7,281  
Preference shares - debt
1,094 
1,097  
3,984 
Innovative/hybrid Tier 1 securities
4,667 
4,662  
5,213 
 
10,074 
10,072  
16,478  
       
Tier 1 deductions
     
50% of material holdings
(340)
(310)
(601)
Tax on excess of expected losses over impairment provisions
915 
758  
1,020  
 
575 
448  
419  
       
Total Tier 1 capital
56,990 
60,124  
76,421 


 
357

 
Notes on the consolidated accounts continued


Qualifying Tier 2 capital
2011 
£m 
2010 
£m 
2009 
£m 
Undated subordinated debt
1,838 
1,852  
4,950  
Dated subordinated debt - net of amortisation
14,527 
16,745  
20,063  
Reserves arising on revaluation of property
— 
— 
73  
Unrealised gains on AFS equity shares
108 
25  
134  
Collectively assessed impairment provisions
635 
778  
796  
Non-controlling Tier 2 capital
11 
11  
11  
 
17,119 
19,411  
26,027  
       
Tier 2 deductions
     
50% of securitisation positions
(2,019)
(2,321)
(1,353)
50% excess of expected losses over impairment provisions
(3,451)
(2,658)
(3,578)
50% of material holdings
(340)
(310)
(601)
50% of APS first loss
(2,763)
(4,225)
(5,106)
 
(8,573)
(9,514)
(10,638)
       
Total Tier 2 capital
8,546 
9,897  
15,389  
       
Supervisory deductions
     
Unconsolidated investments
     
  - RBS Insurance
(4,354)
(3,962)
(4,068)
  - Other investments
(239)
(318)
(404)
Other deductions
(235)
(452)
(93)
 
(4,828)
(4,732)
(4,565)
       
Total regulatory capital (1)
60,708 
65,289  
87,245  

Note:
(1)
Total capital includes certain instruments issued by RBS N.V. Group that are treated consistent with the local implementation of the Capital Requirements Directive (including the transitional provisions of that Directive). The FSA formally confirmed this treatment in 2012.


It is the Group's policy to maintain a strong capital base, to expand it as appropriate and to utilise it efficiently throughout its activities to optimise the return to shareholders while maintaining a prudent relationship between the capital base and the underlying risks of the business. In carrying out this policy, the Group has regard to the supervisory requirements of the FSA. The FSA uses risk asset ratio (RAR) as a measure of capital adequacy in the UK banking sector, comparing a bank's capital resources with its risk-weighted assets (the assets and off-balance sheet exposures are ‘weighted’ to reflect the inherent credit and other risks); by international agreement, the RAR should be not less than 8% with a Tier 1 component of not less than 4%. The Group has complied with the FSA’s capital requirements throughout the year.

A number of subsidiaries and sub-groups within the Group, principally banking and insurance entities, are subject to various individual regulatory capital requirements in the UK and overseas.


 
358

 
 
Notes on the consolidated accounts continued

32 Memorandum items
Contingent liabilities and commitments
The amounts shown in the table below are intended only to provide an indication of the volume of business outstanding at 31 December 2011. Although the Group is exposed to credit risk in the event of non-performance of the obligations undertaken by customers, the amounts shown do not, and are not intended to, provide any indication of the Group's expectation of future losses.

 
Less than 
1 year 
More than  
1 year but 
less than 
3 years 
More than  
3 years but 
less than 
5 years 
Over 
5 years 
2011 
2010 
2009
 
£m 
£m 
£m 
£m 
£m 
£m 
£m
Contingent liabilities
             
Guarantees and assets pledged as collateral security
13,512 
3,514 
2,082 
5,924 
25,032 
31,101 
40,008
Other contingent liabilities
4,631 
1,958 
2,373 
1,950 
10,912 
12,254 
14,012
 
18,143 
5,472 
4,455 
7,874 
35,944 
43,355 
54,020
               
Commitments (1)
             
Undrawn formal standby facilities, credit lines and other
  commitments to lend
             
  - less than one year
100,092 
— 
— 
— 
100,092 
117,581 
127,423
  - one year and over
17,626 
38,175 
65,441 
18,629 
139,871 
149,241 
164,211
Other commitments
721 
132 
2,059 
— 
2,912 
4,154 
6,007
 
118,439 
38,307 
67,500 
18,629 
242,875 
270,976 
297,641

Note:
(1)
Includes liquidity facilities provided to Group sponsored conduits as detailed on page 83.


Banking commitments and contingent obligations, which have been entered into on behalf of customers and for which there are corresponding obligations from customers, are not included in assets and liabilities. The Group's maximum exposure to credit loss, in the event of non-performance by the other party and where all counterclaims, collateral or security proves valueless, is represented by the contractual nominal amount of these instruments included in the table above. These commitments and contingent obligations are subject to the Group's normal credit approval processes.

Contingent liabilities
Guarantees - the Group gives guarantees on behalf of customers. A financial guarantee represents an irrevocable undertaking that the Group will meet a customer's obligations to third parties if the customer fails to do so. The maximum amount that the Group could be required to pay under a guarantee is its principal amount as disclosed in the table above. The Group expects most guarantees it provides to expire unused.

Other contingent liabilities - these include standby letters of credit, supporting customer debt issues and contingent liabilities relating to customer trading activities such as those arising from performance and customs bonds, warranties and indemnities.

Commitments
Commitments to lend - under a loan commitment the Group agrees to make funds available to a customer in the future. Loan commitments, which are usually for a specified term may be unconditionally cancellable or may persist, provided all conditions in the loan facility are satisfied or waived. Commitments to lend include commercial standby facilities and credit lines, liquidity facilities to commercial paper conduits and unutilised overdraft facilities.

Other commitments - these include documentary credits, which are commercial letters of credit providing for payment by the Group to a named beneficiary against presentation of specified documents, forward asset purchases, forward deposits placed and undrawn note issuance and revolving underwriting facilities, and other short-term trade related transactions.

 
 
359

 
Notes on the consolidated accounts continued
 
 
Contractual obligations for future expenditure not provided for in the accounts
The following table shows contractual obligations for future expenditure not provided for in the accounts at the year end.

 
2011  
£m 
2010 
£m  
2009 
£m  
Operating leases
     
Minimum rentals payable under non-cancellable leases (1)
     
  - within 1 year
468 
497 
479  
  - after 1 year but within 5 years
1,453 
1,515 
1,691  
  - after 5 years
2,714 
2,892 
3,055  
 
4,635 
4,904 
5,225  
Property, plant and equipment
     
Contracts to buy, enhance or maintain investment properties
— 
— 
Contracts to buy assets to be leased under operating leases (2,3)
2,607 
2,585 
2,724  
Other capital expenditure
35 
150 
89  
 
2,642 
2,737 
2,813  
       
Contracts to purchase goods or services (4)
1,130 
950 
1,025  
 
8,407 
8,591 
9,063 

Notes:
(1)
Predominantly property leases .
(2)
Of which due within 1 year: £486 million (2010 - £263 million; 2009 - £370 million) .
(3)
At 31 December 2011, £2,607 million related to the RBS Aviation Capital business which is included in disposal groups.
(4)
Of which due within 1 year: £483 million (2010 - £440 million; 2009 - £579 million) .


Trustee and other fiduciary activities
In its capacity as trustee or other fiduciary role, the Group may hold or place assets on behalf of individuals, trusts, companies, pension schemes and others. The assets and their income are not included in the Group's financial statements. The Group earned fee income of £502 million (2010 - £629 million; 2009 - £1,355 million) from these activities.

The Financial Services Compensation Scheme
The Financial Services Compensation Scheme (FSCS), the UK's statutory fund of last resort for customers of authorised financial services firms, pays compensation if a firm is unable to meet its obligations. The FSCS funds compensation for customers by raising management expenses levies and compensation levies on the industry. In relation to protected deposits, each deposit-taking institution contributes towards these levies in proportion to their share of total protected deposits on 31 December of the year preceding the scheme year (which runs from 1 April to 31 March), subject to annual maxima set by the Financial Services Authority. In addition, the FSCS has the power to raise levies on a firm that has ceased to participate in the scheme and is in the process of ceasing to be authorised for the costs that it would have been liable to pay had the FSCS   made a levy in the financial year it ceased to be a participant in the scheme .
 
The FSCS has borrowed from HM Treasury to fund the compensation costs associated with Bradford & Bingley, Heritable Bank, Kaupthing Singer & Friedlander, Landsbanki ‘Icesave’ and London Scottish Bank plc. These borrowings are on an interest-only basis until 31 March 2012. The annual limit on the FSCS interest and management expenses levy for the period September 2008 to March 2012 in relation to these institutions has been capped at £1 billion per annum.

The FSCS will receive funds from asset sales, surplus cash flow, or other recoveries in relation to these institutions which will be used to reduce the principal amount of the FSCS's borrowings. After the interest only period a schedule for repayment of any outstanding borrowings will be agreed between the FSCS and HM Treasury in the light of market conditions at that time and the FSCS will begin to raise compensation levies (principal repayments).

The Group has accrued £157 million for its share of FSCS levies for the 2011/12 and 2012/13 scheme years.


 
360

 

Notes on the consolidated accounts continued


32 Memorandum items continued
Litigation and Investigations
RBSG and certain Group members are party to legal proceedings, investigations and regulatory matters in the United Kingdom, the United States and other jurisdictions, arising out of their normal business operations. All such matters are periodically reassessed with the assistance of external professional advisers, where appropriate, to determine the likelihood of the Group incurring a liability. The Group recognises a provision for a liability in relation to these matters when it is probable that an outflow of economic benefits will be required to settle an obligation which has arisen as a result of past events, and for which a reliable estimate can be made of the amount of the obligation.

In many proceedings, it is not possible to determine whether any loss is probable or to estimate the amount of any loss.  Numerous legal and factual issues may need to be resolved, including through potentially lengthy discovery and determination of important factual matters, and by addressing novel or unsettled legal questions relevant to the proceedings in question, before a liability can be reasonably estimated for any claim.  The Group cannot predict if, how, or when such claims will be resolved or what the eventual settlement, fine, penalty or other relief, if any, may be, particularly for claims that are at an early stage in their development or where claimants seek substantial or indeterminate damages.

While the outcome of the legal proceedings, investigations and regulatory matters in which the Group is involved is inherently uncertain, management believes that, based on the information available to it, appropriate provisions have been made in respect of legal proceedings, investigations and regulatory matters as at 31 December 2011.

Other than as set out in these sections entitled ‘Litigation’ and ‘Investigations, reviews and proceedings’, no member of the Group is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which RBSG is aware) during the 12 months prior to the date of this document which may have, or have had in the recent past, significant effects on the financial position or profitability of RBSG and/or the Group taken as a whole.

In each of the material legal proceedings and investigations, reviews and proceedings described below, unless specifically noted otherwise, it is not possible to reliably estimate with any certainty the liability, if any, or the effect these proceedings investigations and reviews, and any related developments, may have on the Group.  However, in the event that any such matters were resolved against the Group, these matters could, individually or in the aggregate, have a material adverse effect on the Group’s consolidated net assets, operating results or cash flows in any particular period.

Litigation
Set out below are descriptions of the material legal proceedings involving the Group.

Shareholder litigation
RBSG and certain of its subsidiaries, together with certain current and former individual officers and directors have been named as defendants in purported class actions filed in the United States District Court for the Southern District of New York involving holders of RBSG preferred shares (the “Preferred Shares litigation”) and holders of American Depositary Receipts (the “ADR claims”).

In the Preferred Shares litigation, the consolidated amended complaint alleges certain false and misleading statements and omissions in public filings and other communications during the period 1 March 2007 to 19 January 2009, and variously asserts claims under Sections 11, 12 and 15 of the US Securities Act of 1933, as amended (the ”Securities Act”). The putative class is composed of all persons who purchased or otherwise acquired Group Series Q, R, S, T and/or U non-cumulative dollar preference shares issued pursuant or traceable to the 8 April 2005 US Securities and Exchange Commission (the SEC) registration statement. Plaintiffs seek unquantified damages on behalf of the putative class. The defendants have moved to dismiss the complaint and briefing on the motions was completed in September 2011.

With respect to the ADR claims, a complaint was filed in January 2011 and a further complaint was filed in February 2011 asserting claims under Sections 10 and 20 of the US Securities Exchange Act of 1934, as amended (the “Exchange Act”) on behalf of all persons who purchased or otherwise acquired the Group’s American Depositary Receipts (ADRs) between 1 March 2007 and 19 January 2009. On 18 August 2011, these two ADR cases were consolidated and lead plaintiff and lead counsel were appointed. On 1 November 2011, the lead plaintiff filed a consolidated amended complaint asserting ADR-related claims under Sections 10 and 20 of the Exchange Act and Sections 11, 12 and 15 of the Securities Act. The defendants moved to dismiss the complaint in January 2012 and briefing is ongoing.

The Group has also received notification of similar prospective claims in the United Kingdom and elsewhere but no court proceedings have been commenced in relation to these claims.

The Group considers that it has substantial and credible legal and factual defences to the remaining and prospective claims and will defend itself vigorously.

Other securitisation and securities related litigation in the United States
Recently, the level of litigation activity in the financial services industry focused on residential mortgage and credit crisis related matters has increased.  As a result, the Group has become and expects that it may further be the subject of additional claims for damages and other relief regarding residential mortgages and related securities in the future.


 
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Notes on the consolidated accounts continued
 

 
To date, Group companies have been named as defendants in their various roles as issuer, depositor and/or underwriter in a number of claims in the United States that relate to the securitisation and securities underwriting businesses. These cases include actions by individual purchasers of securities and purported class action suits. Together, the individual and class action cases involve the issuance of more than US$83 billion of mortgage-backed securities (MBS) issued primarily from 2005 to 2007. Although the allegations vary by claim, in general, plaintiffs in these actions claim that certain disclosures made in connection with the relevant offerings contained materially false or misleading statements and/or omissions regarding the underwriting standards pursuant to which the mortgage loans underlying the securities were issued.  Group companies have been named as defendants in more than 30 lawsuits brought by purchasers of MBS, including five purported class actions.  Among the lawsuits are six cases filed on 2 September 2011 by the US Federal Housing Finance Agency (FHFA) as conservator for the Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac").  The primary FHFA lawsuit pending in the federal court in Connecticut relates to approximately US$32 billion of AAA rated MBS for which Group entities acted as sponsor/depositor and/or lead underwriter or co-lead underwriter.

FHFA has also filed five separate lawsuits (against Ally Financial Group, Countrywide Financial Corporation, JP Morgan, Morgan Stanley and Nomura respectively) in which RBS Securities Inc. is named as a defendant by virtue of the fact that it was an underwriter of some of the securities at issue.

Other lawsuits against Group companies include two cases filed by the National Credit Union Administration Board (on behalf of US Central Federal Credit Union and Western Corporate Federal Credit Union) and eight cases filed by the Federal Home Loan Banks of Boston, Chicago, Indianapolis, Seattle and San Francisco.

The purported MBS class actions in which Group companies are defendants include New Jersey Carpenters Vacation Fund et al. v. The Royal Bank of Scotland plc et al.;  New Jersey Carpenters Health Fund v. Novastar Mortgage Inc. et al.;  In re IndyMac Mortgage-Backed Securities Litigation;  Genesee County Employees’ Retirement System et al.  v. Thornburg Mortgage Securities Trust 2006-3, et al.; and Luther v. Countrywide Financial Corp. et al. and related cases.

Certain other institutional investors have threatened to bring claims against the Group in connection with various mortgage-related offerings. The Group cannot predict with any certainty whether any of these individual investors will pursue these threatened claims (or their outcome), but expects that several may. If such claims are asserted and were successful, the amounts involved may be material.

In many of these actions, the Group has or will have contractual claims to indemnification from the issuers of the securities (where a Group company is underwriter) and/or the underlying mortgage originator (where a Group company is issuer). The amount and extent of any recovery on an indemnification claim, however, is uncertain and subject to a number of factors, including the ongoing creditworthiness of the indemnifying party.

With respect to the current claims described above, the Group considers that it has substantial and credible legal and factual defences to these claims and will continue to defend them vigorously.

Madoff
In December 2010, Irving Picard, as trustee for the bankruptcy estates of Bernard L. Madoff and Bernard L. Madoff Investment Securities LLC filed a claim against RBS N . V . for approximately US$271 million. This is a clawback action similar to claims filed against six other institutions in December 2010. RBS N . V . (or its subsidiaries) invested in Madoff funds through feeder funds. The Trustee alleges that RBS N . V . received US$71 million in redemptions from the feeder funds and US$200 million from its swap counterparties while RBS N . V . ‘knew or should have known of Madoff’s possible fraud’. The Trustee alleges that those transfers were preferences or fraudulent conveyances under the US bankruptcy code and New York law and he asserts the purported right to claw them back for the benefit of Madoff’s estate. A further claim, for US$21.8 million, was filed in October 2011.  The Group considers that it has substantial and credible legal and factual defences to these claims and intends to defend itself vigorously.

Unarranged overdraft charges
In the US, Citizens Financial Group, Inc (“Citizens”) in common with other US banks, has been named as a defendant in a class action asserting that Citizens charges excessive overdraft fees. The plaintiffs claim that overdraft fees resulting from point of sale and automated teller machine (ATM) transactions violate the duty of good faith implied in Citizens’ customer account agreement and constitute an unfair trade practice. The Group considers that it has substantial and credible legal and factual defences to these claims and will defend them vigorously.

London Interbank Offered Rate (LIBOR)
Certain members of the Group have been named as defendants in a number of class actions and individual claims filed in the US with respect to the setting of LIBOR. The complaints are substantially similar and allege that certain members of the Group and other panel banks individually and collectively violated US commodities and antitrust laws and state common law by manipulating LIBOR and prices of LIBOR-based derivatives in various markets through various means. The Group considers that it has substantial and credible legal and factual defences to these and prospective claims.


 
362

 
 
Notes on the consolidated accounts continued


32 Memorandum items continued
Litigation and Investigations continued
Summary of other disputes, legal proceedings and litigation
In addition to the matters described above, members of the Group are engaged in other legal proceedings in the United Kingdom and a number of overseas jurisdictions, including the United States, involving claims by and against them arising in the ordinary course of business. The Group has reviewed these other actual, threatened and known potential claims and proceedings and, after consulting with its legal advisers, does not expect that the outcome of any of these other claims and proceedings will have a significant effect on the Group’s consolidated net assets, operating results or cash flows in any particular period.

Investigations, reviews and proceedings
The Group’s businesses and financial condition can be affected by the fiscal or other policies and actions of various governmental and regulatory authorities in the United Kingdom, the European Union, the United States and elsewhere. The Group has engaged, and will continue to engage, in discussions with relevant regulators, including in the United Kingdom and the United States, on an ongoing and regular basis regarding operational, systems and control evaluations and issues including those related to compliance with applicable anti-bribery, anti-money laundering and sanctions regimes. It is possible that any matters discussed or identified may result in investigatory or other action being taken by the regulators, increased costs being incurred by the Group, remediation of systems and controls, public or private censure, restriction of the Group’s business activities or fines. Any of these events or circumstances could have a significant effect on the Group, its business, authorisations and licences, reputation, results of operations or the price of securities issued by it.

Political and regulatory scrutiny of the operation of retail banking and consumer credit industries in the United Kingdom, United States and elsewhere continues. The nature and impact of future changes in policies and regulatory action are not predictable and are beyond the Group’s control but could have a significant effect on the Group’s consolidated net assets, operating results or cash flows in any particular period.

The Group is cooperating fully with the investigations and proceedings described below.

Retail banking
In the European Union, regulatory actions included an inquiry into retail banking initiated on 13 June 2005 in all of the then 25 member states by the European Commission’s Directorate General for Competition. The inquiry examined retail banking in Europe generally. On 31 January 2007, the European Commission (EC) announced that barriers to competition in certain areas of retail banking, payment cards and payment systems in the European Union had been identified. The EC indicated that it will consider using its powers to address these barriers and will encourage national competition authorities to enforce European and national competition laws where appropriate. In addition, in late 2010, the EC launched an initiative pressing for increased transparency in respect of bank fees. The EC is currently proposing to legislate for the increased harmonisation of terminology across Member States, with proposals expected in 2012. The Group cannot predict the outcome of these actions at this stage and is unable reliably to estimate the effect, if any, that these may have on the Group’s consolidated net assets, operating results or cash flows in any particular period.

Multilateral interchange fees
In 2007, the EC issued a decision that while interchange is not illegal per se, MasterCard’s current multilateral interchange fee (MIF) arrangements for cross border payment card transactions with MasterCard and Maestro branded consumer credit and debit cards in the European Union are in breach of competition law. MasterCard was required by the decision to withdraw the relevant cross-border MIF (i.e. set these fees to zero) by 21 June 2008.

MasterCard appealed against the decision to the European Court of First Instance (subsequently re-named the General Court) on 1 March 2008, and the Group has intervened in the appeal proceedings. In addition, in summer 2008, MasterCard announced various changes to its scheme arrangements. The EC was concerned that these changes might be used as a means of circumventing the requirements of the infringement decision. In April 2009, MasterCard agreed an interim settlement on the level of cross-border MIF with the EC pending the outcome of the appeal process and, as a result, the EC has advised it will no longer investigate the non-compliance issue (although MasterCard is continuing with its appeal). The appeal was heard on 8 July 2011 by the General Court and judgment is awaited. This could be delivered in spring or summer 2012, although it may take longer.

Visa’s cross-border MIFs were exempted in 2002 by the EC for a period of five years up to 31 December 2007 subject to certain conditions. On 26 March 2008, the EC opened a formal inquiry into Visa’s current MIF arrangements for cross border payment card transactions with Visa branded debit and consumer credit cards in the European Union and on 6 April 2009 the EC announced that it had issued Visa with a formal Statement of Objections. At the same time Visa announced changes to its interchange levels and introduced some changes to enhance transparency. There is no deadline for the closure of the inquiry. However, on 26 April 2010 Visa announced it had reached an agreement with the EC as regards immediate cross border debit card MIF rates only and in December 2010 the commitments were finalised for a four year period commencing December 2010 under Article 9 of Regulation 1/2003. The EC is continuing its investigations into Visa’s cross border MIF arrangements for deferred debit and credit transactions.

In the UK, the Office of Fair Trading (OFT) has carried out investigations into Visa and MasterCard domestic credit card interchange rates. The decision by the OFT in the MasterCard interchange case was set aside by the Competition Appeal Tribunal (CAT) in June 2006. The OFT’s investigations in the Visa interchange case and a second MasterCard interchange case are ongoing. On 9 February 2007, the OFT announced that it was expanding its investigation into domestic interchange rates to include debit cards. In January 2010 the OFT advised that it did not anticipate issuing a Statement of Objections prior to the General Court’s judgment, although it has reserved the right to do so if it considers it appropriate.

The outcome of these investigations is not known, but they may have a significant effect on the consumer credit industry in general and, therefore, on the Group’s business in this sector.

 
 
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Notes on the consolidated accounts continued
 
Payment Protection Insurance
Having conducted a market study relating to Payment Protection Insurance (PPI), in February 2007 the OFT referred the PPI market to the Competition Commission (CC) for an in-depth inquiry. The CC published its final report in January 2009 and announced its intention to order a range of remedies, including a prohibition on actively selling PPI at point of sale of the credit product (and for 7 days thereafter), a ban on single premium policies and other measures to increase transparency (in order to improve customers’ ability to search and improve price competition). Barclays Bank PLC subsequently appealed certain CC findings to the CAT. In October 2009, the CAT handed down a judgment remitting the matter back to the CC for review. Following further review, in October 2010, the CC published its final decision on remedies following the remittal which confirmed the point of sale prohibition. In March 2011, the CC made a final order setting out its remedies with a commencement date of 6 April 2011. The key remedies come into force in two parts . A number came into force in October 2011, and the remainder come into force in April 2012.

The FSA conducted a broad industry thematic review of PPI sales practices and in September 2008, the FSA announced that it intended to escalate its level of regulatory intervention. Substantial numbers of customer complaints alleging the mis-selling of PPI policies have been made to banks and to the Financial Ombudsman Service (“FOS”) and many of these are being upheld by the FOS against the banks.

Following unsuccessful negotiations with the industry, the FSA issued consultation papers on PPI complaint handling and redress in September 2009 and in March 2010. The FSA published its final policy statement in August 2010.  The new rules imposed significant changes with respect to the handling of mis-selling PPI complaints. In October 2010, the British Bankers’ Association (BBA) filed an application for judicial review of the FSA’s policy statement and of related guidance issued by the FOS.   In April 2011 the High Court issued judgment in favour of the FSA and the FOS and in May 2011 the BBA announced that it would not appeal that judgment. The Group then recorded an additional provision of £850 million in respect of PPI.  During 2011, the Group reached agreement with the FSA on a process for implementation of its policy statement and for the future handling of PPI complaints.

Personal current accounts
On 16 July 2008, the OFT published the results of its market study into Personal Current Accounts (PCAs) in the United Kingdom. The OFT found evidence of competition and several positive features in the personal current account market but believed that the market as a whole was not working well for consumers and that the ability of the market to function well had become distorted.

On 7 October 2009, the OFT published a follow-up report summarising the initiatives agreed between the OFT and personal current account providers to address the OFT’s concerns about transparency and switching, following its market study. Personal current account providers will take a number of steps to improve transparency, including providing customers with an annual summary of the cost of their account and making charges prominent on monthly statements. To improve the switching process, a number of steps are being introduced following work with Bacs, the payment processor, including measures to reduce the impact on consumers of any problems with transferring direct debits.

On 22 December 2009, the OFT published a further report in which it stated that it continued to have significant concerns about the operation of the PCA market in the United Kingdom, in particular in relation to unarranged overdrafts, and that it believed that fundamental changes are required for the market to work in the best interests of bank customers. The OFT stated that it would discuss these issues intensively with banks, consumer groups and other organisations, with the aim of reporting on progress by the end of March 2010. On 16 March 2010, the OFT announced that it had secured agreement from the banks on four industry-wide initiatives, namely minimum standards on the operation of opt-outs from unarranged overdrafts, new working groups on information sharing with customers, best practice for PCA customers in financial difficulties and incurring charges, and PCA providers to publish their policies on dealing with PCA customers in financial difficulties. The OFT also announced its plan to conduct six-monthly ongoing reviews, fully to review the market again in 2012 and to undertake a brief analysis on barriers to entry.

The first six-monthly ongoing review was completed in September 2010. The OFT noted progress in the areas of switching, transparency and unarranged overdrafts for the period March to September 2010, as well as highlighting further changes the OFT expected to see in the market. On 29 March 2011, the OFT published its update report in relation to PCA. This noted further progress in improving consumer control over the use of unarranged overdrafts. In particular, the Lending Standards Board had led on producing standards and guidance to be included in a revised Lending Code. The OFT stated it would continue to monitor the market and would consider the need for, and appropriate timing of, further update reports in light of other developments, in particular the work of the UK Government’s Independent Commission on Banking (ICB). The OFT has indicated its intention to conduct a more comprehensive review of the market in 2012.

On 26 May 2010, the OFT announced its review of barriers to entry. The review concerned retail banking for individuals and small and medium size enterprises (up to £25 million turnover) and looked at products which require a banking licence to sell mortgages, loan products and, where appropriate, other products such as insurance or credit cards where cross-selling may facilitate entry or expansion. The OFT published its report in November 2010. It advised that it expected its review to be relevant to the ICB, the FSA, HM Treasury and the Department for Business, Innovation and Skills and to the devolved governments in the United Kingdom. The OFT did not indicate whether it would undertake any further work. The report maintained that barriers to entry remain, in particular regarding switching, branch networks and brands. At this stage, it is not possible to estimate the effect of the OFT’s report and recommendations regarding barriers to entry upon the Group.



 
364

 

Notes on the consolidated accounts continued



32 Memorandum items continued
Private motor insurance
On 14 December 2011, the OFT launched a market study into private motor insurance, with a focus on the provision of third party vehicle repairs and credit hire replacement vehicles to claimants. The OFT aims to complete its market study by spring 2012. At this stage, it is not possible to estimate with any certainty the effect the market study and any related developments may have on the Group.

Independent Commission on Banking
Following an interim report published on 11 April 2011, the ICB published its final report to the Cabinet Committee on Banking Reform on 12 September 2011 (the “Final Report”). The Final Report makes a number of recommendations, including in relation to (i) the implementation of a ring-fence of retail banking operations, (ii) loss-absorbency (including bail-in) and (iii) competition.

On 19 December 2011 the UK Government published a response to the Final Report (the “Response”), reaffirming its intention to accept the majority of the ICB’s recommendations. The Government agreed that “vital banking services - in particular the taking of retail deposits – should only be provided by ‘ring-fenced banks’, and that these banks should be prohibited from undertaking certain investment banking activities.” It also broadly accepted the ICB’s recommendations on loss absorbency and on competition.

The UK Government has now embarked on an extensive consultation on how exactly the general principles outlined by the ICB should be implemented, and intends to bring forward a White Paper in the spring of 2012. Its intention is to complete primary and secondary legislation before the end of the current Parliamentary term in May 2015 and to implement the ring-fencing measures as soon as practicable thereafter and the loss absorbency measures by 2019. The Government also stated its determination that changes to the account switching process should be completed by September 2013, as already scheduled.

With regard to the competition aspects, the Government recommended a number of initiatives aimed at improving transparency and switching in the market and ensuring a level playing field for new entrants. In addition, the Government has recommended that HM Treasury should consult on regulating the UK Payments Council and has confirmed that the Financial Conduct Authority's remit will include competition.

Until the UK Government consultation is concluded and significantly more detail is known on how the precise legislative and regulatory framework is to be implemented it is impossible to estimate the potential impact of these measures with any level of precision.

The Group will continue to participate in the debate and to consult with the UK Government on the implementation of the recommendations set out in the Final Report and the Response, the effects of which could have a negative impact on the Group’s consolidated net assets, operating results or cash flows in any particular period.

US dollar clearing activities
In May 2010, following a criminal investigation by the United States Department of Justice (DoJ) into its dollar clearing activities, Office of Foreign Assets Control compliance procedures and other Bank Secrecy Act compliance matters, RBS N . V . formally entered into a Deferred Prosecution Agreement (DPA) with the DoJ resolving the investigation. Pursuant to the DPA, RBS N . V . paid a penalty of US$500 million in 2010 and agreed to comply with the terms of the DPA and to co-operate fully with any further investigations. Payment of the penalty was made from a provision established in April 2007 when an agreement in principle to settle was first announced.  On 20 December 2011, the DoJ filed a motion with the US District Court to dismiss the criminal information underlying the DPA, stating that RBS N . V . had met the terms and obligations of the DPA.  The US District Court granted the DoJ’s motion on the same day, and this matter is now fully resolved.

Securitisation and collateralised debt obligation business
In the United States, the Group is also involved in other reviews, investigations and proceedings (both formal and informal) by federal and state governmental law enforcement and other agencies and self-regulatory organisations relating to, among other things, mortgage-backed securities, collateralised debt obligations (CDOs), and synthetic products.  In connection with these inquiries, Group companies have received requests for information and subpoenas seeking information about, among other things, the structuring of CDOs, financing to loan originators, purchase of whole loans, sponsorship and underwriting of securitisations, due diligence, representations and warranties, communications with ratings agencies, disclosure to investors, document deficiencies, and repurchase requests.

By way of example, in September and October 2010, the SEC requested voluntary production of information concerning residential mortgage-backed securities underwritten by subsidiaries of RBSG during the period from September 2006 to July 2007 inclusive. In November 2010, the SEC commenced a formal investigation and requested testimony from a former Group employee. The investigation is in its preliminary stages and it is difficult to predict any potential exposure that may result.


 
365

 
Notes on the consolidated accounts continued


Also in October 2010, the SEC commenced an inquiry into document deficiencies and repurchase requests with respect to certain securitisations, and in January 2011, this was converted to a formal investigation. Among other matters, the investigation seeks information related to document deficiencies and remedial measures taken with respect to such deficiencies. The investigation also seeks information related to early payment defaults and loan repurchase requests.

In June 2009, in connection with an investigation into the role of investment banks in the origination and securitisation of sub-prime loans in Massachusetts, the Massachusetts Attorney General issued subpoenas to various banks, including an RBSG subsidiary, seeking information related to residential mortgage lending practices and sales and securitisation of residential mortgage loans.  On 28 November 2011, an Assurance of Discontinuance between RBS Financial Products Inc. and the Massachusetts Attorney General was filed in Massachusetts State Court which resolves the Massachusetts Attorney General's investigation as to RBSG. The Assurance of Discontinuance required RBS Financial Products Inc. to make payments totalling approximately US$52 million.

In 2007, the New York State Attorney General issued subpoenas to a wide array of participants in the securitisation and securities industry, focusing on the information underwriters obtained from the independent firms hired to perform due diligence on mortgages. The Group completed its production of documents requested by the New York State Attorney General in 2008, principally producing documents related to loans that were pooled into one securitisation transaction. In May 2011, at the New York State Attorney General's request, representatives of the Group attended an informal meeting to provide additional information about the Group's mortgage securitisation business. The investigation is ongoing and the Group continues to provide requested information.

In September 2010, RBSG subsidiaries received a request from the Nevada State Attorney General requesting information related to securitisations of mortgages issued by three specific originators. The investigation by the Nevada State Attorney General is in the early stages and therefore it is difficult to predict the potential exposure from any such investigation.

US mortgages - Loan Repurchase Matters
The Group’s Global Banking & Markets N.A. (GBM N.A.), has been a purchaser of non-agency US residential mortgages in the secondary market, and an issuer and underwriter of non-agency residential mortgage-backed securities (RMBS). GBM N.A. did not originate or service any US residential mortgages and it was not a significant seller of mortgage loans to government sponsored enterprises (“GSEs”) (e.g., the Federal National Mortgage Association and the Federal Home Loan Mortgage Association).

In issuing RMBS, GBM N.A. generally assigned certain representations and warranties regarding the characteristics of the underlying loans made by the originator of the residential mortgages; however, in some circumstances, GBM N.A. made such representations and warranties itself. Where GBM N.A. has given those or other representations and warranties (whether relating to underlying loans or otherwise), GBM N.A. may be contractually required to repurchase such loans or indemnify certain parties against losses for certain breaches of such representations and warranties. In certain instances where it is required to repurchase loans or related securities, GBM N.A. may be able to assert claims against third parties who provided representations or warranties to GBM N.A. when selling loans to it; although the ability to recover against such parties is uncertain. Since January 2009, GBM N.A. has received approximately US$75 million in repurchase demands in respect of loans made primarily from 2005 to 2008 and related securities sold where obligations in respect of contractual representations or warranties were undertaken by GBM N.A.. However, repurchase demands presented to GBM N.A. are subject to challenge and, to date, GBM N.A. has rebutted a significant percentage of these claims.

Citizens has not been an issuer or underwriter of non-agency RMBS. However, Citizens is an originator and servicer of residential mortgages, and it routinely sells such mortgage loans in the secondary market and to GSEs. In the context of such sales, Citizens makes certain representations and warranties regarding the characteristics of the underlying loans and, as a result, may be contractually required to repurchase such loans or indemnify certain parties against losses for certain breaches of the representations and warranties concerning the underlying loans. Since January 2009, Citizens has received approximately US$41.2 million in repurchase demands in respect of loans originated primarily since 2003. However, repurchase demands presented to Citizens are subject to challenge and, to date, Citizens has rebutted a significant percentage of these claims.

Although there has been disruption in the ability of certain financial institutions operating in the United States to complete foreclosure proceedings in respect of US mortgage loans in a timely manner (or at all) over the last year (including as a result of interventions by certain states and local governments), to date, Citizens has not been materially impacted by such disruptions and the Group has not ceased making foreclosures.

The Group cannot estimate what the future level of repurchase demands or ultimate exposure of GBM N.A. or Citizens may be, and cannot give any assurance that the historical experience will continue in the future. It is possible that the volume of repurchase demands will increase in the future.  Furthermore, the Group is unable to estimate the extent to which the matters described above will impact it and future developments may have an adverse impact on the Group’s consolidated net assets, operating results or cash flows in any particular period.


 
366

 

Notes on the consolidated accounts continued



32 Memorandum items continued
Litigation and Investigations continued
LIBOR
The Group continues to receive requests from various regulators investigating the setting of LIBOR and other interest rates, including the US Commodity Futures Trading Commission, the US Department of Justice , the European Commission, the FSA and the Japanese Financial Services Agency. The authorities are seeking documents and communications related to the process and procedures for setting LIBOR and other interest rates, together with related trading information. In addition to co-operating with the investigations as described above, the Group is also keeping relevant regulators informed. It is not possible to estimate with any certainty what effect these investigations and any related developments may have on the Group.

Other investigations
The Federal Reserve and state banking supervisors have been reviewing the Group's US operations and RBSG and its subsidiaries have been required to make improvements with respect to various matters, including enterprise-wide governance, US Bank Secrecy Act and anti-money laundering compliance, risk management and asset quality. The Group is in the process of implementing measures for matters identified to date.

On 27 July 2011, the Group consented to the issuance of a Cease and Desist Order (“the Order”) setting forth measures required to address deficiencies related to governance, risk management and compliance systems and controls identified by the Federal Reserve and state banking supervisors during examinations of the RBS plc and RBS N.V. branches in 2010. The Order requires the Group to strengthen its US corporate governance structure, to develop an enterprise-wide risk management programme, and to develop and enhance its programmes to ensure compliance with US law, particularly the US Bank Secrecy Act and anti-money laundering laws, rules and regulations. The Group has established a strategic and remedial programme of change to address the identified concerns and is committed to working closely with the US bank regulators to implement the remedial measures required by the Order.

The Group’s operations include businesses outside the United States that are responsible for processing US dollar payments. The Group is conducting a review of its policies, procedures and practices in respect of such payments and has initiated discussions with UK and US authorities to discuss its historical compliance with applicable laws and regulations, including US economic sanctions regulations. Although the Group cannot currently determine when the review of its operations will be completed or what the outcome of its discussions with UK and US authorities will be, the investigation costs, remediation required or liability incurred could have a material adverse effect on the Group’s consolidated net assets, operating results or cash flows in any particular period.

The Group may become subject to formal and informal supervisory actions and may be required by its US banking supervisors to take further actions and implement additional remedial measures with respect to these and additional matters. Any limitations or conditions placed on the Group's activities in the United States, as well as the terms of any supervisory action applicable to RBSG and its subsidiaries, could have a material adverse effect on the Group's consolidated net assets, operating results or cash flows in any particular period.

In April 2009, the FSA notified the Group that it was commencing a supervisory review of the acquisition of ABN AMRO Holding N.V. in 2007 and the 2008 capital raisings and an investigation into conduct, systems and controls within the Global Banking & Markets division of the Group. RBSG and its subsidiaries co-operated fully with this review and investigation. On 2 December 201 0 , the FSA confirmed that it had completed its investigation and had concluded that no enforcement action, either against the Group or against individuals, was warranted. On 12 December 2011 , the FSA published its report ‘The Failure of the Royal Bank of Scotland’, on which the Group engaged constructively with the FSA .

In July 2010, the FSA notified the Group that it was commencing an investigation into the sale by Coutts & Co of the ALICO (American Life Insurance Company) Premier Access Bond Enhanced Variable Rate Fund (“EVRF”) to customers between 2001 and 2008 as well as its subsequent review of those sales. Subsequently on 11 January 2011 the FSA revised the investigation start date to December 2003.

On 8 November 2011, the FSA published its Final Notice having reached a settlement with Coutts & Co, under which Coutts & Co agreed to pay a fine of £6.3 million.  The FSA did not make any findings on the suitability of advice given in individual cases.  Nonetheless, Coutts & Co has agreed to undertake a past business review of its sales of the product.  This review will be overseen by an independent third party and will consider the advice given to customers invested in the EVRF as at the date of its suspension, 15 September 2008. For any sales which are found to be unsuitable, redress will be paid to the customers to ensure that they have not suffered financially.

On 18 January 2012, the FSA published its Final Notice having reached a settlement with UK Insurance Limited for breaches of Principle 2 by Direct Line and Churchill (the "Firms"), under which UK Insurance Limited agreed to pay a fine of £2.17 million.  The Firms were found to have acted without due skill, care and diligence in the way that they responded to the FSA's request to provide it with a sample of their closed complaint files. The Firms' breaches of Principle 2 did not result in any customer detriment.

During March 2008, the Group was advised by the SEC that it had commenced a non-public, formal investigation relating to the Group’s United States sub-prime securities exposures and United States residential mortgage exposures. In December 2010, the SEC contacted the Group and indicated that it would also examine valuations of various RBS N . V . structured products, including CDOs.

 
 
367

 
Notes on the consolidated accounts continued
 
 
33 Net cash inflow/(outflow) from operating activities
 
2011 
2010 
2009 
 
£m  
£m  
£m  
Operating loss before tax - continuing operations
(766)
(399)
(2,647)
Operating profit/(loss) before tax - discontinued operations
58 
(541)
(49)
Decrease/(increase) in prepayments and accrued income
976 
(67)
433  
Interest on subordinated liabilities
740 
500 
1,490  
Decrease in accruals and deferred income
(2,897)
(1,915)
(1,538)
Provisions for impairment losses
8,709 
9,298 
14,950  
Loans and advances written-off net of recoveries
(4,000)
(5,631)
(6,540)
Unwind of discount on impairment losses
(484)
(455)
(408)
Profit on sale of property, plant and equipment
(22)
(50)
(43)
Loss on sale of subsidiaries and associates
28 
107 
135  
Profit on sale of securities
(882)
(496)
(294)
Charge for defined benefit pension schemes
349 
540 
659  
Pension schemes curtailment gains
— 
(78)
(2,148)
Cash contribution to defined benefit pension schemes
(1,059)
(832)
(1,153)
Other provisions utilised
(513)
(211)
(159)
Depreciation and amortisation
1,875 
2,220 
2,809  
Gain on redemption of own debt
(255)
(553)
(3,790)
Write - down of goodwill and other intangible assets
91 
10 
363  
Elimination of foreign exchange differences
2,702 
(691)
12,217  
Other non-cash items
2,303 
875 
1,404  
Net cash inflow from trading activities
6,953 
1,631 
15,691  
Decrease in loans and advances to banks and customers
15,800 
42,766 
151,568  
Decrease/(increase) in securities
10,418 
8,723 
(5,902)
Decrease/(increase) in other assets
4,991 
445 
(1,839)
(Increase)/decrease in derivative assets
(102,972)
10,741 
544,744  
Changes in operating assets
(71,763)
62,675 
688,571  
Increase/(decrease) in deposits by banks and customers
24,096 
(24,794)
(131,685)
(Decrease)/increase in insurance liabilities
(482)
494 
429  
Decrease in debt securities in issue
(55,496)
(28,493)
(34,528)
Increase in other liabilities
1,827 
1,108 
20  
Increase/(decrease) in derivative liabilities
100,133 
2,454 
(540,540)
(Decrease)/increase in settlement balances and short positions
(1,759)
3,651 
1,769  
Changes in operating liabilities
68,319 
(45,580)
(704,535)
Income taxes (paid)/received
(184)
565 
(719)
Net cash inflow/(outflow) from operating activities
3,325 
19,291 
(992)


34 Analysis of the net investment in business interests and intangible assets
Acquisitions and disposals
 
2011 
£m  
2010 
£m  
2009 
£m  
Fair value given for businesses acquired
(44)
(210)
(115)
Other assets sold
(299)
4,539 
896  
Loss on disposal
(28)
(107)
(135)
Net (outflow)/inflow of cash in respect of disposals
(327)
4,432 
761  
Dividends received from joint ventures
11 
21  
Cash expenditure on intangible assets
(1,068)
(783)
(562)
Net (outflow)/inflow
(1,428)
3,446 
105  


The Group's reported results from continuing operations for 2011, 2010 and 2009 would not have been materially affected had all acquisitions occurred on 1 January 2009.


 
368

 
 
Notes on the consolidated accounts continued

 
35 Interest received and paid
 
2011 
£m  
2010 
£m  
2009 
£m  
Interest received
21,777 
23,571 
36,396  
Interest paid
(8,629)
(9,823)
(21,224)
 
13,148 
13,748 
15,172  


36 Analysis of changes in financing during the year

 
Share capital,
 share premium, paid-in equity
 and merger reserve
 
Subordinated liabilities
 
2011  
£m 
2010  
£m 
2009  
£m 
 
2011  
£m 
2010  
£m 
2009  
£m 
At 1 January
52,750 
64,240 
49,323 
 
27,053 
37,652 
49,154 
Issue of ordinary shares
 
— 
— 
Redemption of preference shares
— 
117 
(5,000)
 
— 
— 
Placing and open offer
— 
— 
5,274 
 
— 
— 
Issue of B shares
— 
— 
25,101 
 
— 
— 
Redemption of paid-in equity
— 
(132)
(308)
 
— 
— 
Cancellation of non-voting deferred shares
— 
(27)
— 
 
— 
— 
— 
Issue of subordinated liabilities
— 
— 
 
— 
— 
2,309 
Repayment of subordinated liabilities
— 
— 
 
(627)
(1,588)
(5,145)
Net cash inflow/(outflow) from financing
(41) 
25,067 
 
(627)
(1,588)
(2,836)
Transfer to retained earnings
(50)
(12,252)
(10,150)
 
— 
— 
Other adjustments including foreign exchange (1)
270 
803 
 
(107)
(9,011)
(8,666)
At 31 December
52,972 
52,750 
64,240 
 
26,319 
27,053 
37,652 

Note:
(1)
The subordinated liabilities adjustment in 2010 includes £6.1 billion relating to the disposal of RFS Holdings minority interest.


37 Analysis of cash and cash equivalents
 
2011 
£m  
2010 
£m  
2009 
£m  
At 1 January
     
  - cash
102,573 
95,330 
72,425  
  - cash equivalents
49,957 
48,856 
62,500  
 
152,530 
144,186 
134,925  
Disposal of subsidiaries
— 
(4,112)
— 
Net cash inflow
125 
12,456 
9,261  
At 31 December
152,655 
152,530 
144,186  
       
Comprising:
     
Cash and balances at central banks
79,269 
56,590 
51,811  
Treasury bills and debt securities
3,172 
5,672 
15,818  
Loans and advances to banks
70,214 
90,268 
76,557  
Cash and cash equivalents
152,655 
152,530 
144,186  


Certain subsidiary undertakings are required to maintain balances with the Bank of England which, at 31 December 2011, amounted to £415 million (2010 - £424 million; 2009 - £450 million). Certain subsidiary undertakings are required by law to maintain reserve balances with the Federal Reserve Bank in the US. Such reserve balances were $1.2 billion at 31 December 2011 (2010 and 2009 - $1.0 billion). RBS NV had mandatory reserve deposits of €1 billion at 31 December 2011 (2010 - €1 billion; 2009 - €6 billion).

 
 
369

 
Notes on the consolidated accounts continued
 
 
38 Segmental analysis
(a) Divisions
The directors manage the Group primarily by class of business and present the segmental analysis on that basis. This includes the review of net interest income for each class of business - interest receivable and payable for all reportable segments is therefore presented net. Segments charge market prices for services rendered to other parts of the Group; funding charges between segments are determined by Group Treasury, having regard to commercial demands. The segment measure is operating profit/(loss) before tax.

The Group's reportable segments are on a divisional basis as follows:

UK Retail offers a comprehensive range of banking products and related financial services to the personal market. It serves customers through a number of channels including: the RBS and NatWest network of branches and ATMs in the United Kingdom, telephony, online and mobile.

UK Corporate is a leading provider of banking, finance, and risk management services to the corporate and SME sector in the United Kingdom. It offers a full range of banking products and related financial services through a nationwide network of relationship managers, and also through telephone and internet channels. The product range includes asset finance through the Lombard brand.

Wealth provides private banking and investment services in the UK through Coutts & Co and Adam & Company, offshore banking through RBS International, NatWest Offshore and Isle of Man Bank, and international private banking through Coutts & Co Ltd.

Global Transaction Services (GTS) ranks among the top tier of global transaction banks, offering payments, cash and liquidity management, trade finance and commercial card products and services. Through the network and extensive partner bank agreements, GTS are able to support and connect customers across 128 countries.

Ulster Bank is the leading retail and business bank in Northern Ireland and the third largest banking group on the island of Ireland. It provides a comprehensive range of financial services. The Retail Markets division which has a network of 236 branches, operates in the personal and financial planning sectors. The Corporate Markets division provides services to SME business customers, corporates and institutional markets.

US Retail & Commercial provides financial services primarily through the Citizens and Charter One brands. US Retail & Commercial is engaged in retail and corporate banking activities through its branch network in 12 states in the United States and through non-branch offices in other states.

Global Banking & Markets (GBM) is a leading banking partner to major corporations and financial institutions around the world, providing an extensive range of debt and equity financing, risk management and investment services to its customers. The division is organised along six principal business lines: money markets; rates flow trading; currencies; equities; credit and mortgage markets and portfolio management and origination.

RBS Insurance provides a wide range of general insurance products to consumers through a number of well known brands including; Direct Line, Churchill and Privilege. It also provides insurance services for third party brands through its UKI Partnerships business. In the commercial sector, its NIG and Direct Line for Business operations provide insurance products for businesses via brokers or direct respectively. Through its international division, RBS Insurance sells general insurance, mainly motor, in Germany and Italy. In addition to insurance services, RBS Insurance continues to provide support and reassurance to millions of UK motorists through its Green Flag breakdown recovery service and Tracker stolen vehicle recovery and telematics business.

To comply with EC State Aid requirements, the Group has agreed to dispose of RBS Insurance.  It continues to be reported as a separate operating segment rather than within the Non-Core division as its operating results are regularly reviewed by the Group’s Chief Executive Officer and its business is distinct from the activities of the Non-Core division.

Central items comprises Group and corporate functions, such as treasury, funding and finance, risk management, legal, communications and human resources. The Centre manages the Group's capital resources and Group-wide regulatory projects and provides services to the operating divisions.

Non-Core Division manages separately assets that the Group intends to run off or dispose of. The division contains a range of businesses and asset portfolios primarily from the GBM division, linked to proprietary trading, higher risk profile asset portfolios including excess risk concentrations, and other illiquid portfolios. It also includes a number of other portfolios and businesses, including regional markets businesses, that the Group has concluded are no longer strategic.


 
370

 

Notes on the consolidated accounts continued

38 Segmental analysis continued
 
Net  
interest  
 income  
Non-interest 
 income 
Total  
 income  
Operating  
 expenses and  
 insurance  
 claims  
Depreciation 
and 
 amortisation 
Impairment 
 losses 
Operating  
 profit/(loss)
2011
£m  
£m  
£m  
£m  
£m  
£m  
£m  
UK Retail
4,272 
1,206 
5,478 
(2,699)
— 
(788)
1,991 
UK Corporate
2,585 
1,275 
3,860 
(1,489)
(172)
(785)
1,414 
Wealth
718 
459 
1,177 
(820)
(11)
(25)
321 
Global Transaction Services
1,076 
1,175 
2,251 
(1,335)
(7)
(166)
743 
Ulster Bank
696 
211 
907 
(546)
(1)
(1,384)
(1,024)
US Retail & Commercial
1,896 
1,004 
2,900 
(1,979)
(117)
(325)
479 
Global Banking & Markets
665 
5,276 
5,941 
(4,170)
(161)
(49)
1,561 
RBS Insurance
343 
3,729 
4,072 
(3,583)
(35)
— 
454 
Central items
(228)
213 
(15)
950 
(781)
156 
Core
12,023 
14,548 
26,571 
(15,671)
(1,285)
(3,520)
6,095 
Non-Core
666 
540 
1,206 
(1,133)
(357)
(3,919)
(4,203)
Managed basis
12,689 
15,088 
27,777 
(16,804)
(1,642)
(7,439)
1,892 
               
Reconciling items
             
Fair value of own debt
— 
1,846 
1,846 
— 
— 
— 
1,846 
Asset Protection Scheme
— 
(906)
(906)
— 
— 
— 
(906)
Payment Protection Insurance costs
— 
— 
— 
(850)
— 
— 
(850)
Sovereign debt impairment
— 
— 
— 
— 
— 
(1,099)
(1,099)
Amortisation of purchased intangible assets
— 
— 
— 
— 
(222)
— 
(222)
Integration and restructuring costs
(2)
(3)
(5)
(1,048)
(11)
— 
(1,064)
Gain on redemption of own debt
— 
255 
255 
— 
— 
— 
255 
Strategic disposals
— 
(24)
(24)
(80)
— 
— 
(104)
Bank levy
— 
— 
— 
(300)
— 
— 
(300)
Bonus tax
— 
— 
— 
(27)
— 
— 
(27)
Interest rate hedge adjustments on impaired available-for-sale
  Greek government bonds
— 
— 
— 
— 
— 
(169)
(169)
Write-down of goodwill and other intangible assets
— 
— 
— 
(11)
— 
— 
(11)
RFS Holdings minority interest
(8)
(6)
— 
(2)
(7)
Statutory basis
12,679 
16,258 
28,937 
(19,119)
(1,875)
(8,709)
(766)
               
2010
             
UK Retail
4,078 
1,422 
5,500 
(2,967)
(1)
(1,160)
1,372 
UK Corporate
2,572 
1,323 
3,895 
(1,498)
(173)
(761)
1,463 
Wealth
609 
447 
1,056 
(723)
(11)
(18)
304 
Global Transaction Services
974 
1,587 
2,561 
(1,459)
(5)
(9)
1,088 
Ulster Bank
761 
214 
975 
(573)
(2)
(1,161)
(761)
US Retail & Commercial
1,917 
1,029 
2,946 
(2,024)
(99)
(517)
306 
Global Banking & Markets
1,215 
6,697 
7,912 
(4,281)
(116)
(151)
3,364 
RBS Insurance
381 
4,135 
4,516 
(4,788)
(23)
— 
(295)
Central items
10 
327 
337 
1,095 
(852)
(3)
577 
Core
12,517 
17,181 
29,698 
(17,218)
(1,282)
(3,780)
7,418 
Non-Core
1,683 
1,281 
2,964 
(2,513)
(480)
(5,476)
(5,505)
Managed basis
14,200 
18,462 
32,662 
(19,731)
(1,762)
(9,256)
1,913 
               
Reconciling items
             
Fair value of own debt
— 
174 
174 
— 
— 
— 
174 
Asset Protection Scheme
— 
  (1,550)
  (1,550)
— 
— 
— 
(1,550)
Amortisation of purchased intangible assets
— 
— 
— 
— 
  (369)
— 
(369)
Integration and restructuring costs
— 
— 
— 
  (1,012)
  (20)
— 
  (1,032)
Gain on redemption of own debt
— 
553 
553 
— 
— 
— 
553 
Strategic disposals
— 
171 
171 
— 
— 
— 
171 
Bonus tax
— 
— 
— 
  (99)
— 
— 
  (99)
Write-down of goodwill and other intangible assets
— 
— 
— 
(10)
— 
— 
(10)
RFS Holdings minority interest
  (151)
(142) 
  (9)
— 
(150)
Statutory basis
14,209 
17,659 
31,868 
(20,861)
(2,150)
(9,256)
(399)

 
 
371

 
Notes on the consolidated accounts continued
 
 

 
2009
Net  
 interest 
 income 
£m 
Non-interest 
 income 
£m 
Total 
income 
£m 
Operating 
 expenses and 
 insurance 
 claims 
£m 
Depreciation 
 and 
amortisation 
 £m 
Impairment 
 losses 
£m 
Operating 
profit/(loss)
 £m 
UK Retail
3,452  
1,635 
5,087 
(3,176)
(3)
(1,679)
229  
UK Corporate
2,292  
1,290  
3,582  
(1,376)
(154)
(927)
1,125  
Wealth
663  
446  
1,109  
(645)
(11)
(33)
420  
Global Transaction Services
912  
1,575  
2,487  
(1,462)
(13)
(39)
973  
Ulster Bank
780  
254  
1,034  
(748)
(5)
(649)
(368)
US Retail & Commercial
1,775  
949  
2,724  
(2,063)
(72)
(702)
(113)
Global Banking & Markets
2,375 
8,683 
11,058 
(4,518)
(142)
(640)
5,758 
RBS Insurance
383 
4,231 
4,614 
(4,517)
(31)
(8)
58  
Central items
(315)
557 
242 
1,144 
(1,000)
(1)
385 
Core
12,317 
19,620 
31,937 
(17,361)
(1,431)
(4,678)
8,467 
Non-Core
1,250 
(3,620)
(2,370)
(2,524)
(442)
(9,221)
(14,557)
Managed basis
13,567 
16,000 
29,567 
(19,885)
(1,873)
(13,899)
(6,090)
               
Reconciling items
             
Fair value of own debt
— 
(142)
  (142)
— 
— 
— 
  (142)
Amortisation of purchased intangible assets
— 
— 
— 
— 
 (272)
— 
 (272)
Integration and restructuring costs
— 
— 
— 
  (1,268)
  (18)
— 
  (1,286)
Gain on redemption of own debt
— 
3,790 
3,790 
— 
— 
— 
3,790 
Strategic disposals
— 
132 
132 
— 
— 
— 
132 
Bonus tax
— 
— 
— 
(208)
— 
— 
  (208)
Gains on pensions curtailment
— 
— 
— 
2,148 
— 
— 
2,148 
Write-down of goodwill and other intangible assets
— 
— 
— 
  (363)
— 
— 
(363)
RFS Holdings minority interest
  (179)
  (142)
  (321)
  (32)
  (3)
— 
  (356)
Statutory basis
13,388 
19,638 
33,026 
(19,608)
(2,166)
(13,899)
(2,647)


 
2011
 
2010
 
2009
Total income
External 
 £m 
Inter 
segment 
 £m 
Total 
 £m 
 
External 
 £m 
Inter 
segment 
 £m 
Total 
 £m 
 
External 
 £m 
Inter 
segment 
 £m 
Total 
 £m 
UK Retail
5,520 
(42)
5,478 
 
5,523 
(23)
5,500 
 
5,163  
(76)
5,087  
UK Corporate
4,368 
(508)
3,860 
 
4,345 
(450)
3,895 
 
4,422 
(840)
3,582 
Wealth
565 
612 
1,177 
 
562 
494 
1,056 
 
409 
700 
1,109 
Global Transaction Services
2,041 
210 
2,251 
 
2,428 
133 
2,561 
 
2,438 
49 
2,487 
Ulster Bank
928 
(21)
907 
 
865 
110 
975 
 
1,003 
31 
1,034 
US Retail & Commercial
2,710 
190 
2,900 
 
2,672 
274 
2,946 
 
2,380 
344 
2,724 
Global Banking & Markets
5,970 
(29)
5,941 
 
7,817 
95 
7,912 
 
10,174  
884  
11,058  
RBS Insurance
4,133 
(61)
4,072 
 
4,565 
(49)
4,516 
 
4,629  
(15)
4,614  
Central items
(935)
920 
(15)
 
(489)
826 
337 
 
(1,668)
1,910  
242  
Core
25,300 
1,271 
26,571 
 
28,288
1,410 
29,698 
 
28,950  
2,987  
31,937  
Non-Core
2,477 
(1,271)
1,206 
 
4,382 
(1,418)
2,964 
 
547  
(2,917)
(2,370)
Managed basis
27,777 
— 
27,777 
 
32,670 
(8)
32,662 
 
29,497  
70 
29,567  
                       
Reconciling items
                     
Fair value of own debt
1,846 
— 
1,846 
 
174 
— 
174 
 
(142)
— 
(142)
Asset Protection Scheme
(906)
— 
(906)
 
  (1,550)
  (1,550)
 
Integration and restructuring costs
(5)
— 
(5)
 
 
Gain on redemption of own debt
255 
— 
255 
 
553  
553  
 
3,790  
3,790  
Strategic disposals
(24)
— 
(24)
 
171  
171  
 
132  
132  
RFS Holdings minority interest
(6)
— 
(6)
 
  (150)
8
  (142)
 
  (251)
  (70)
  (321)
Statutory basis
28,937 
— 
28,937 
 
31,868
— 
31,868 
 
33,026 
33,026 
 
 
 
372

 
 
Notes on the consolidated accounts continued

38 Segmental analysis continued

 
2011
 
2010
 
2009
Total revenue
External  
 £m  
Inter  
segment  
£m  
Total  
 £m  
 
External  
 £m  
Inter  
segment  
£m  
Total  
 £m  
 
External  
 £m  
Inter  
segment  
£m  
Total  
 £m  
UK Retail
6,804 
441 
7,245 
 
7,008 
401 
7,409 
 
7,162 
599  
7,761 
UK Corporate
4,447 
112 
4,559 
 
4,347 
132 
4,479 
 
4,563  
118  
4,681  
Wealth
1,026 
731 
1,757 
 
957 
617 
1,574 
 
813  
820  
  1,633  
Global Transaction Services
1,646 
81 
1,727 
 
2,850 
85 
2,935 
 
2,923  
60  
2,983  
Ulster Bank
1,298 
104 
1,402 
 
1,386 
134 
1,520 
 
1,604  
104  
1,708  
US Retail & Commercial
3,341 
199 
3,540 
 
3,660 
286 
3,946 
 
4,080  
378  
4,458  
Global Banking & Markets
8,058 
7,352 
15,410 
 
9,999 
7,195 
17,194 
 
13,805 
9,142 
22,947 
RBS Insurance
4,724 
4,733 
 
5,072 
10 
5,082 
 
5,183 
21 
5,204 
Central items
2,932 
13,129 
16,061 
 
2,856 
9,900 
12,756 
 
1,955 
10,823 
12,778 
Core
34,276 
22,158 
56,434 
 
38,135 
18,760 
56,895 
 
42,088 
22,065 
64,153 
Non-Core
3,959 
378 
4,337 
 
5,555 
1,049 
6,604 
 
3,289 
1,292  
4,581 
Managed basis  
38,235 
22,536 
60,771 
 
43,690 
19,809 
63,499 
 
45,377 
23,357 
68,734 
                       
Reconciling items
                     
Fair value of own debt
1,846 
— 
1,846 
 
174 
— 
174 
 
  (142)
— 
  (142)
Asset Protection Scheme
(906)
— 
(906)
 
  (1,550)
— 
 (1,550)
 
— 
— 
— 
Integration and restructuring costs
(5)
— 
(5)
 
— 
— 
— 
 
— 
— 
— 
Gain on redemption of own debt
255 
— 
255 
 
553 
— 
553 
 
3,790 
— 
3,790 
Strategic disposals
(24)
— 
(24)
 
171 
— 
171 
 
132 
— 
132 
RFS Holdings minority interest
(3)
— 
(3)
 
  (141)
— 
 (141)
 
  (155)
— 
 (155)
Eliminations
— 
(22,536)
(22,536)
 
— 
(19,809)
(19,809)
 
— 
  (23,357)
  (23,357)
Statutory basis
39,398 
— 
39,398 
 
42,897 
— 
42,897 
 
49,002 
— 
49,002 


 
2011
 
2010
 
2009
Total assets
Assets 
£m 
Liabilities 
 £m 
Cost to  
acquire fixed  
 assets and  
 intangible  
assets  
£m  
 
Assets 
 £m 
Liabilities 
£m 
Cost to 
 acquire fixed 
 assets and 
 intangible 
 assets 
£m 
 
Assets 
£m 
Liabilities 
£m 
Cost to 
 acquire fixed 
 assets and 
 intangible 
 assets 
 £m 
UK Retail
114,469 
103,748 
— 
 
111,793 
97,164 
— 
 
110,987 
91,760 
— 
UK Corporate
111,835 
103,554 
712 
 
114,550 
101,738 
381 
 
114,854 
89,306 
598 
Wealth
21,718 
39,061 
65 
 
21,073 
37,054 
63 
 
17,952 
36,273 
11 
Global Transaction Services
25,937 
83,415 
18 
 
25,221 
78,032 
22 
 
18,380 
64,684 
17 
Ulster Bank
34,810 
27,782 
45 
 
40,081 
34,481 
101 
 
44,021 
40,597 
— 
US Retail & Commercial
74,502 
65,511 
271 
 
71,173 
66,088 
197 
 
75,369 
72,407 
179 
Global Banking & Markets
874,848 
847,877 
1,553 
 
802,578 
774,753 
852 
 
826,054 
822,830 
513 
RBS Insurance
12,912 
8,077 
99 
 
12,555 
8,195 
50 
 
11,973 
7,775 
33 
Central items
130,306 
133,048 
960 
 
99,728 
140,070 
632 
 
82,041 
150,734 
804 
Core
1,401,337 
1,412,073 
3,723 
 
1,298,752 
1,337,575 
2,298 
 
1,301,631 
1,376,366 
2,155 
Non-Core
104,726 
18,220 
841 
 
153,882 
38,503 
761 
 
220,850 
66,152 
3,259 
 
1,506,063 
1,430,293 
4,564 
 
1,452,634 
1,376,078 
3,059 
 
1,522,481 
1,442,518 
5,414 
Reconciling item
                     
RFS Holdings minority
  interest
804 
521 
— 
 
942 
647 
76 
 
174,005 
159,337 
296 
 
1,506,867 
1,430,814 
4,564 
 
1,453,576 
1,376,725 
3,135 
 
1,696,486 
1,601,855 
5,710 



 
373

 
Notes on the consolidated accounts continued
 
 
Assets and liabilities held for sale included in the divisional segments above:
 
2011
 
2010
 
2009
 
Assets 
£m
Liabilities 
£m
 
Assets 
£m
Liabilities 
£m
 
Assets 
£m
Liabilities 
£m
UK Retail
7,048 
8,808 
 
— 
— 
 
— 
— 
UK Corporate
11,661 
12,977 
 
— 
— 
 
— 
— 
Global Transaction Services
66 
— 
 
251 
549 
 
— 
— 
Global Banking & Markets
431 
117 
 
19 
— 
 
— 
Centre
136 
 
— 
— 
 
— 
— 
Non-Core
5,670 
1,779 
 
11,639 
8,404 
 
18,532 
18,886 
RFS Holdings minority interest
438 
312 
 
575 
475 
 
 
25,450 
23,995 
 
12,484 
9,428 
 
18,542 
18,890 

Segmental analysis of goodwill is as follows:
 
UK  
  Retail  
 
UK  
  Corporate  
Wealth  
Global  
Transaction  
Services  
US Retail &  
Commercial  
Global  
Banking   &  
 Markets  
RBS  
Insurance  
Non-Core  
RFS  
Holdings  
minority  
interest  
Total  
 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
£m 
At 1 January 2009
2,803  
2,695  
800  
3,067  
3,023  
38  
1,029  
597  
1,510  
15,562  
Transfers to disposal groups
— 
— 
— 
— 
— 
— 
— 
(238)
— 
(238)
Currency translation and
  other adjustments
— 
— 
(12)
(233)
(302)
(1)
(8)
(34)
(107)
(697)
Write-down of goodwill
— 
— 
— 
— 
— 
— 
(66)
(297)
— 
(363)
At 1 January 2010
2,803 
2,695 
788 
2,834 
2,721 
37 
955 
28 
1,403 
14,264 
Currency translation and
  other adjustments
25 
24 
122 
— 
(40)
136 
Disposals
(4)
(481)
(14)
(1,363)
(1,862)
Write-down of goodwill
(1)
— 
— 
— 
(9)
— 
— 
(10)
At 1 January 2011
2,799 
2,695 
812 
2,377 
2,843 
41 
946 
15 
— 
12,528 
Transfers to disposal groups
— 
— 
— 
— 
— 
— 
— 
(15)
— 
(15)
Currency translation and
  other adjustments
— 
— 
— 
(24)
— 
(1)
— 
— 
(16)
Acquisitions
— 
— 
— 
— 
— 
18 
— 
— 
— 
18 
Write-down of goodwill
(20)
(60)
— 
— 
— 
— 
(11)
— 
— 
(91)
At 31 December 2011
2,779 
2,635 
812 
2,353 
2,852 
59 
934 
— 
— 
12,424 

(b) Geographical segments
The geographical analysis in the tables below has been compiled on the basis of location of office where the transactions are recorded.

2011
UK  
£m  
USA  
 £m  
Europe  
 £m  
Rest of the  
 World  
£m  
Total  
 £m  
Total revenue
22,749 
7,271 
5,582 
3,796 
39,398 
           
Net interest income
8,711 
2,430 
994 
544 
12,679 
Net fees and commissions
2,925 
1,365 
215 
419 
4,924 
Income from trading activities
661 
1,318 
508 
214 
2,701 
Other operating income/(loss)
3,097 
219 
1,079 
(18)
4,377 
Insurance premium income (net of reinsurers' share)
3,894 
— 
362 
— 
4,256 
Total income
19,288 
5,332 
3,158 
1,159 
28,937 
           
Operating profit/(loss) before tax
1,292 
1,794 
(3,414)
(438)
(766)
Total assets
1,007,096 
359,592 
66,239 
73,940 
1,506,867 
Of which total assets held for sale
19,343 
53 
6,011 
43 
25,450 
Total liabilities
936,477 
341,631 
82,059 
70,647 
1,430,814 
Of which total liabilities held for sale
21,903 
104 
1,988 
— 
23,995 
Net assets attributable to equity owners and non-controlling interests
70,619 
17,961 
(15,820)
3,293 
76,053 
Contingent liabilities and commitments
118,702 
95,703 
51,465 
12,949 
278,819 
Cost to acquire property, plant and equipment and intangible assets
2,522 
500 
1,484 
58 
4,564 

 
 
374

 
 
Notes on the consolidated accounts continued

38 Segmental analysis continued

2010
UK  
£m  
USA  
 £m  
Europe  
 £m  
Rest of the  
 World  
£m  
Total  
 £m  
Total revenue
25,468 
8,332 
6,196 
2,901 
42,897 
           
Net interest income
8,932 
3,128 
1,384 
765 
14,209 
Net fees and commissions
3,272 
1,557 
591 
562 
5,982 
Income from trading activities
2,106 
1,963 
197 
251 
4,517 
Other operating income/(loss)
1,376 
232 
836 
(412)
2,032 
Insurance premium income (net of reinsurers' share)
4,809 
— 
319 
— 
5,128 
Total income
20,495 
6,880 
3,327 
1,166 
31,868 
           
Operating profit/(loss) before tax
862 
2,091 
(2,450)
(902)
(399)
Total assets
932,917 
341,770 
102,756 
76,133 
1,453,576 
Of which total assets held for sale
2,855 
6,686 
2,943 
— 
12,484 
Total liabilities
860,932 
323,529 
119,946 
72,318 
1,376,725 
Of which total liabilities held for sale
570 
6,938 
1,920 
— 
9,428 
Net assets attributable to equity owners and non-controlling interests
71,985 
18,241 
(17,190)
3,815 
76,851 
Contingent liabilities and commitments
134,983 
98,429 
71,025 
9,894 
314,331 
Cost to acquire property, plant and equipment and intangible assets
1,283 
355 
1,388 
109 
3,135 

2009
         
Total revenue
28,421 
10,517 
6,442 
3,622 
49,002 
           
Net interest income
7,759 
2,674 
1,741 
1,214 
13,388 
Net fees and commissions
3,640 
1,586 
316 
406 
5,948 
Income from trading activities
131 
2,396 
584 
650 
3,761 
Other operating income/(loss)
6,015 
(37)
(977)
(338)
4,663 
Insurance premium income (net of reinsurers' share)
4,879 
— 
387 
— 
5,266 
Total income
22,424 
6,619 
2,051 
1,932 
33,026 
           
Operating profit/(loss) before tax
1,776 
(457)
(2,877)
(1,089)
(2,647)
Total assets
949,765 
338,649 
320,008 
88,064 
1,696,486 
Of which total assets held for sale
— 
14,203 
4,339 
— 
18,542 
Total liabilities
873,716 
322,698 
321,133 
84,308 
1,601,855 
Of which total liabilities held for sale
— 
10,993 
7,897 
— 
18,890 
Net assets attributable to equity owners and non-controlling interests
76,049 
15,951 
(1,125)
3,756 
94,631 
Contingent liabilities and commitments
175,392 
93,694 
65,026 
17,549 
351,661 
Cost to acquire property, plant and equipment and intangible assets
1,974 
390 
3,252 
94 
5,710 


 
375

 
Notes on the consolidated accounts continued


39 Directors' and key management remuneration

Directors' remuneration
2011 
£000  
2010 
£000  
Non-executive directors - emoluments
1,137 
1,093 
Chairman and executive directors
   
  - emoluments
4,671 
5,243 
  - contributions and allowances in respect of defined contribution pension schemes
403 
321 
 
6,211 
6,657 
  - amounts receivable under long-term incentive plans
1,594 
1,097 
 
7,805 
7,754 

No directors are accruing benefits under defined benefit schemes (2010 - nil). One director is accruing benefits under a defined contribution arrangement (2010 - one).

The executive directors may participate in the company's long term incentive plans, executive share option and sharesave schemes and details of their interests in the company's shares arising from their participation are given in the Directors' remuneration report. Details of the remuneration received by each director during the year and each director's pension arrangements are also given in the Directors' remuneration report .

Compensation of key management
The aggregate remuneration of directors and other members of key management during the year was as follows:

 
2011 
£000  
2010 
£000  
Short-term benefits
36,371 
35,654 
Post-employment benefits
3,547 
(503)
Share-based payments
21,062 
21,551 
 
60,980 
56,702 


40 Transactions with directors and key management
(a) At 31 December 2011, amounts outstanding in relation to transactions, arrangements and agreements entered into by authorised institutions in the Group, as defined in UK legislation, were £3,550,864 in respect of loans to eight persons who were directors of the company at any time during the financial period.
 
(b) For the purposes of IAS 24 ‘Related Party Disclosures’, key management comprise directors of the company and members of the Group Management Committee. The captions in the Group's primary financial statements include the following amounts attributable, in aggregate, to key management:
 
 
2011 
£000  
2010 
£ 000 
Loans and advances to customers
19,366 
10,970 
Customer accounts
33,149 
10,641 

Key management have banking relationships with Group entities which are entered into in the normal course of business and on substantially the same terms, including interest rates and security, as for comparable transactions with other persons of a similar standing or, where applicable, with other employees. These transactions did not involve more than the normal risk of repayment or present other unfavourable features.


 
376

 
 
Notes on the consolidated accounts continued


41 Related parties

UK Government
On 1 December 2008, the UK Government through HM Treasury became the ultimate controlling party of The Royal Bank of Scotland Group plc. The UK Government's shareholding is managed by UK Financial Investments Limited, a company wholly owned by the UK Government. As a result , the UK Government and UK Government controlled bodies became related parties of the Group.

The Group enters into transactions with many of these bodies on an arm’s length basis. The principal transactions during 2011, 2010 and 2009 were: the Asset Protection Scheme, Bank of England facilities and the issue of debt guaranteed by the UK Government discussed below . In addition, the redemption of non-cumulative sterling preference shares and the placing and open offer in April 2009 was underwritten by HM Treasury and, in December 2009, B shares were issued to HM Treasury and a contingent capital agreement concluded with HM Treasury (see Note 27). Other transactions include the payment of: taxes principally UK corporation tax (page 297) and value added tax; national insurance contributions; local authority rates; and regulatory fees and levies (including the bank levy (page 288) and FSCS levies (page 360)); together with banking transactions such as loans and deposits undertaken in the normal course of banker-customer relationships.

Asset Protection Scheme
On 22 December 2009, the Group entered into an agreement (the Asset Protection Scheme (APS) , with HM Treasury, acting on behalf of the UK Government, under which the Group purchased credit protection over a portfolio of specified assets and exposures (covered assets) from HM Treasury. The portfolio of covered assets has a par value of approximately £282 billion. The protection is subject to a first loss of £60 billion and covers 90% of subsequent losses net of recoveries. Once the first loss has been exhausted, losses and recoveries in respect of assets for which a trigger event - failure to pay, bankruptcy or restructuring - has occurred are included in the balance receivable under the APS. Receipts from HM Treasury will, over time, amount to 90% of cumulative losses (net of 90% of cumulative recoveries) on the portfolio of covered assets less the first loss amount.

The Group has a right to terminate the APS at any time provided that the Financial Services Authority has confirmed in writing to HM Treasury that it has no objection. On termination the Group must pay HM Treasury the higher of the regulatory capital relief received and £2.5 billion less premiums paid plus the aggregate of amounts received from the UK Government under the APS.

HM Treasury has the right to appoint step-in managers to carry out any oversight, management or additional functions on behalf of HM Treasury to ensure that the covered assets are managed and administered in compliance with the agreed terms and conditions. This right is exercisable if certain step-in triggers occur. These include:

·  
losses on covered assets in total exceed 125% of the first loss amount or losses on an individual covered asset class exceed specified thresholds;

·  
a breach of specified obligations in the APS rules or the accession agreement;

·  
the Group has failed or is failing to comply with any of the conditions in the APS rules in relation to asset management, monitoring and reporting, and governance and oversight and such failure is persistent and material or it is evidence of a systematic problem; and

·  
material or systematic data deficiencies in the information provided to HM Treasury in accordance with the terms of APS.

HM Treasury may at any time elect to cease to exercise its step-in rights in whole or part when it is satisfied that the step-in triggers have been remedied.

The Group has paid APS premiums totalling £2,225 million (2011 - £125 million; 2010 - £700 million; 2009 - £1,400 million). From 31 December 2011, premiums of £125 million are payable quarterly until the earlier of 2099 and the date the Group leaves the Scheme.

The APS is a single contract providing credit protection in respect of a portfolio of financial assets. Under IFRS, credit protection is treated either as a financial guarantee contract or as a derivative financial instrument depending on the terms of the agreement and the nature of the protected assets and exposures. The Group has concluded, principally because the covered portfolio includes significant exposure in the form of derivatives, that the APS does not meet the criteria to be treated as a financial guarantee contract. The contract has been accounted for as a derivative financial instrument and is recognised as a fair value liability £231 million (2010 - asset £550 million; 2009 - asset £1,400 million) and included within the Derivative liability balance sheet caption. Changes in fair value of £906 million (2010 - £1,550 million; 2009 - nil) were recognised in profit or loss within Income from trading activities. Details of the valuation methodology for the APS are set out in Note 11 Financial instruments on pages 315 and 317 .

There is no change in the recognition and measurement of the covered assets as a result of the APS. Impairment provisions on covered assets measured at amortised cost are assessed and charged in accordance with the Group’s accounting policy; held-for-trading assets, assets designated at fair value and available-for-sale assets within the APS portfolio continue to be measured at fair value with no adjustments to reflect the protection provided by the APS. There is no change in how gains and losses on the covered assets are recognised in the income statement or in other comprehensive income.


 
377

 

Notes on the consolidated accounts continued


Bank of England facilities
The Group also participates in a number of schemes operated by the Bank of England available to eligible banks and building societies.

·  
Open market operations - these provide market participants with funding at market rates on a tender basis in the form of short and long-term repos on a wide range of collateral and outright purchases of high-quality bonds to enable them to meet the reserves that they must hold at the Bank of England.

·  
The special liquidity scheme - this was launched in April 2008 to allow financial institutions to swap temporarily illiquid assets for treasury bills, with fees charged based on the spread between 3-month LIBOR and the 3-month gilt repo rate. The scheme officially closed on 30 January 2012.

At 31 December 2011, the Group had no amounts outstanding under these facilities (2010 - £16.1 billion; 2009 - £21.4 billion).

Government credit and asset-backed securities guarantee schemes
These schemes guarantee eligible debt issued by qualifying institutions for a fee. The fee, payable to HM Treasury is based on a per annum rate of 25 (asset-backed securities guarantee scheme) and 50 (credit guarantee scheme) basis points plus 100% of the institution's median five-year credit default swap spread during the twelve months to 1 July 2008. The asset-backed securities scheme closed to new issuance on 31 December 2009 and the credit guarantee scheme on 28 February 2010.

At 31 December 2011, the Group had issued debt guaranteed by the Government totalling £21.3 billion (2010 - £41.5 billion; 2009 - £51.5 billion) .


Other related parties
(a)
In their roles as providers of finance, Group companies provide development and other types of capital support to businesses. These investments are made in the normal course of business and on arm's length terms. In some instances, the investment may extend to ownership or control over 20% or more of the voting rights of the investee company. However, these investments are not considered to give rise to transactions of a materiality requiring disclosure under IAS 24.

(b)
The Group recharges The Royal Bank of Scotland Group Pension Fund with the cost of administration services incurred by it. The amounts involved are not material to the Group.

(c)
In accordance with IAS 24, transactions or balances between Group entities that have been eliminated on consolidation are not reported.

(d)
The captions in the primary financial statements of the parent company include amounts attributable to subsidiaries. These amounts have been disclosed in aggregate in the relevant notes to the financial statements.

42 Post balance sheet events
There have been no significant events between the year end and the date of approval of these accounts which would require a change to or disclosure in the accounts.

 
 
378

 
Notes on the accounts continued
 
 
43 Consolidating financial information
The Royal Bank of Scotland plc ('RBS plc') is a wholly owned subsidiary of The Royal Bank of Scotland Group plc ('RBSG plc') and is able to offer and sell certain securities in the US from time to time pursuant to a registration statement on Form F-3 filed with the SEC with a full and unconditional guarantee from RBSG plc.

RBS plc utilises an exception provided in Rule 3-10 of Regulation S-X, and therefore does not file its financial statements with the SEC.  In accordance with the requirements to qualify for the exception, presented below is condensed consolidating financial information for:

·  
RBSG plc on a stand-alone basis as guarantor;
·  
RBS plc on a stand-alone basis as issuer;
·  
Non-guarantor Subsidiaries of RBSG plc and RBS plc on a combined basis ('Subsidiaries');
·  
Consolidation adjustments; and
·  
RBSG plc consolidated amounts ('RBSG Group').

Under IAS 27, RBSG plc and RBS plc account for investments in their subsidiary undertakings at cost less impairment. Rule 3-10 of Regulation S-X requires a company to account for its investments in subsidiary undertakings using the equity method, which would increase/(decrease) the results for the period of RBSG plc and RBS plc in the information below by £(1,890) million and £(2,699) million respectively for the year ended 31 December 2011 (£3,553 million and £(699) million for the year ended 31 December 2010; £(1,169) million and £825 million for the year ended 31 December 2009). The net assets of RBSG plc and RBS plc in the information below would also be increased by £15,430 million and £6,389 million respectively at 31 December 2011 (£15,908 million and £9,466 million at 31 December 2010; £12,154 million and £9,533 million at 31 December 2009) .
 
The amounts in the tables below do not include amounts attributable to non-controlling interests.

Income statement
 
RBSG  
plc 
£m  
RBS  
plc 
£m  
 
Subsidiaries  
£m  
Consolidation  
Adjustments  
£m  
RBSG  
Group  
£m  
 
For the year ended 31 December 2011
Net interest income
514 
3,473 
8,595 
97 
12,679 
Non-interest income
(566)
8,122 
9,984 
(1,282)
16,258 
Total income
(52)
11,595 
18,579 
(1,185)
28,937 
           
Operating expenses
18 
(8,195)
(10,084)
235 
(18,026)
Insurance net claims
— 
— 
(2,968)
— 
(2,968)
Impairment losses
— 
(1,533)
(7,186)
10 
(8,709)
Operating (loss)/profit before tax
(34)
1,867 
(1,659)
(940)
(766)
Tax
(73)
(755)
(442)
20 
(1,250)
Profit/(loss) from continuing operations
(107)
1,112 
(2,101)
(920)
(2,016)
Profit from discontinued operations, net of tax
— 
— 
47 
— 
47 
(Loss)/profit for the year
(107)
1,112 
(2,054)
(920)
(1,969)
           
For the year ended 31 December 2010
         
Net interest income
426 
3,980 
10,058 
(255)
14,209 
Non-interest income
(4,894) 7,658  10,904  3,991  17,659 
Total income
(4,468)
11,638 
20,962 
3,736 
31,868 
           
Operating expenses
(3)
(7,683)
(10,966)
424 
(18,228)
Insurance net claims
— 
— 
(4,783)
— 
(4,783)
Impairment losses
— 
(3,571)
(6,634)
949 
(9,256)
Operating (loss)/profit before tax
(4,471)
384 
(1,421)
5,109 
(399)
Tax
(83)
(598)
75 
(28) 
(634)
Loss from continuing operations
(4,554)
(214)
(1,346)
5,081 
(1,033)
Loss from discontinued operations, net of tax
— 
— 
(593)
(40) 
(633)
Loss for the year
(4,554)
(214)
(1,939)
5,041 
(1,666)

 
 
379

 
 
Notes on the accounts continued


 
 
RBSG  
plc 
£m  
RBS  
plc 
£m  
 
Subsidiaries
£m
Consolidation
adjustments
£m
RBSG
Group
£m
 
For the year ended 31 December 2009
Net interest income
313 
3,776 
9,715 
(416)
13,388 
Non-interest income
(1,572) 7,079  10,927  3,204  19,638 
Total income
(1,259)
10,855 
20,642 
2,788 
33,026 
           
Operating expenses
(27)
(6,073)
(10,368)
(949)
(17,417)
Insurance net claims
— 
— 
(4,357)
— 
(4,357)
Impairment losses
— 
(5,924)
(8,010)
35 
(13,899)
Operating loss before tax
(1,286)
(1,142)
(2,093)
1,874 
(2,647)
Tax
(217)
602 
504 
(460)
429 
Loss from continuing operations
(1,503)
(540)
(1,589)
1,414 
(2,218)
Loss from discontinued operations, net of tax
— 
— 
(105)
— 
(105)
Loss for the year
(1,503)
(540)
(1,694)
1,414 
(2,323)

Balance sheets
 
RBSG  
plc 
£m  
RBS  
plc 
£m  
 
Subsidiaries  
£m  
Consolidation  
Adjustments  
£m  
RBSG  
Group  
£m  
 
At 31 December 2011
Assets
         
Cash and balances at central banks
— 
64,261 
15,008 
— 
79,269 
Loans and advances to banks
18,368 
109,040 
352,420 
(396,518)
83,310 
Loans and advances to customers
4,056 
351,123 
316,881 
(156,454)
515,606 
Debt securities
1,568 
181,460 
102,311 
(76,259)
209,080 
Equity shares
— 
10,486 
5,478 
(781)
15,183 
Investments in Group undertakings
53,871 
32,164 
12,107 
(98,142)
— 
Settlement balances
— 
4,059 
3,713 
(1)
7,771 
Derivatives
1,502 
537,297 
24,781 
(33,962)
529,618 
Intangible assets
— 
876 
7,251 
6,731 
14,858 
Property, plant and equipment
— 
2,244 
9,629 
(5)
11,868 
Deferred tax
2,584 
1,115 
178 
3,878 
Prepayments, accrued income and other assets
24 
5,338 
8,046 
(2,432)
10,976 
Assets of disposals groups
— 
18,715 
6,709 
26 
25,450 
Total assets
79,390 
1,319,647 
865,449 
(757,619)
1,506,867 
           
Liabilities
         
Deposits by banks
1,091 
234,297 
235,983 
(362,567)
108,804 
Customer accounts
977 
296,902 
376,643 
(171,567)
502,955 
Debt securities in issue
8,373 
114,524 
113,307 
(73,583)
162,621 
Settlement balances
— 
3,517 
3,960 
— 
7,477 
Short positions
— 
24,858 
16,950 
(769)
41,039 
Derivatives
79 
530,855 
27,011 
(33,962)
523,983 
Accruals, deferred income and other liabilities
704 
8,840 
14,862 
(1,281)
23,125 
Retirement benefit liabilities
— 
25 
423 
1,791 
2,239 
Deferred tax
— 
— 
2,381 
(436)
1,945 
Insurance liabilities
— 
— 
6,347 
(35)
6,312 
Subordinated liabilities
8,777 
30,014 
9,393 
(21,865)
26,319 
Liabilities of disposal groups
— 
20,478 
3,517 
— 
23,995 
Total liabilities
20,001 
1,264,310 
810,777 
(664,274)
1,430,814 
           
Non-controlling interests
— 
— 
1,570 
(336)
1,234 
Owners’ equity
59,389 
55,337 
53,102 
(93,009)
74,819 
Total equity
59,389 
55,337 
54,672 
(93,345)
76,053 
Total liabilities and equity
79,390 
1,319,647 
865,449 
(757,619)
1,506,867 


 
 
380

 
 
 
Notes on the accounts continued

43 Consolidating financial information   continued

 
RBSG  
plc 
£m  
RBS  
plc 
£m  
 
Subsidiaries  
£m  
Consolidation  
Adjustments  
£m  
RBSG  
Group  
£m  
 
At 31 December 2010
Assets
         
Cash and balances at central banks
— 
44,921 
12,093 
— 
57,014 
Loans and advances to banks
19,535 
100,965 
343,198 
(363,180)
100,518 
Loans and advances to customers
6,689 
349,179 
340,881 
(141,489)
555,260 
Debt securities
1,454 
189,208 
106,684 
(79,866)
217,480 
Equity shares
— 
1,016 
21,982 
(800)
22,198 
Investments in Group undertakings
49,125 
27,504 
12,119 
(88,748)
— 
Settlement balances
— 
3,529 
8,068 
11,605 
Derivatives
1,475 
432,812 
35,230 
(42,440)
427,077 
Intangible assets
— 
443 
7,060 
6,945 
14,448 
Property, plant and equipment
— 
2,301 
14,247 
(5)
16,543 
Deferred tax
794 
5,161 
416 
6,373 
Prepayments, accrued income and other assets
28 
4,760 
9,696 
(1,908)
12,576 
Assets of disposals groups
— 
4,765 
7,719 
— 
12,484 
Total assets
78,308 
1,162,197 
924,138 
(711,067)
1,453,576 
           
Liabilities
         
Deposits by banks
— 
197,973 
207,685 
(306,868)
98,790 
Customer accounts
1,029 
295,358 
392,733 
(178,427)
510,693 
Debt securities in issue
8,742 
128,073 
161,006 
(79,449)
218,372 
Settlement balances
— 
3,343 
7,648 
— 
10,991 
Short positions
— 
25,687 
17,862 
(431)
43,118 
Derivatives
231 
424,503 
41,673 
(42,440)
423,967 
Accruals, deferred income and other liabilities
1,034 
8,058 
14,603 
(606)
23,089 
Retirement benefit liabilities
— 
23 
796 
1,469 
2,288 
Deferred tax
— 
— 
2,415 
(273)
2,142 
Insurance liabilities
— 
— 
6,829 
(35)
6,794 
Subordinated liabilities
8,048 
29,299 
9,932 
(20,226)
27,053 
Liabilities of disposal groups
— 
2,336 
7,092 
— 
9,428 
Total liabilities
19,084 
1,114,653 
870,274 
(627,286)
1,376,725 
           
Non-controlling interests
— 
— 
1,616 
103 
1,719 
Owners’ equity
59,224 
47,544 
52,248 
(83,884)
75,132 
Total equity
59,224 
47,544 
53,864 
(83,781)
76,851 
Total liabilities and equity
78,308 
1,162,197 
924,138 
(711,067)
1,453,576 


 
 
381

 
 
 
Notes on the accounts continued


 
 
RBSG  
plc 
£m  
RBS  
plc 
£m  
 
Subsidiaries  
£m  
Consolidation  
Adjustments  
£m  
RBSG  
Group  
£m  
 
At 31 December 2009
Assets
         
Cash and balances at central banks
— 
21,099 
31,162 
— 
52,261 
Loans and advances to banks
31,238 
77,365 
305,163 
(322,013)
91,753 
Loans and advances to customers
2,777 
338,548 
510,117 
(123,049)
728,393 
Debt securities
1,286 
214,598 
141,004 
(89,634)
267,254 
Equity shares
— 
1,025 
19,265 
(762)
19,528 
Investments in Group undertakings
64,766 
29,385 
12,282 
(106,433)
— 
Settlement balances
11 
4,159 
7,863 
— 
12,033 
Derivatives
1,169 
450,913 
63,856 
(74,484)
441,454 
Intangible assets
— 
210 
10,986 
6,651 
17,847 
Property, plant and equipment
— 
2,447 
16,945 
19,397 
Deferred tax
1,728 
5,391 
(82) 
7,039 
Prepayments, accrued income and other assets
43 
9,988 
12,780 
(1,826)
20,985 
Assets of disposals groups
— 
7,150 
11,392 
— 
18,542 
Total assets
101,292 
1,158,615 
1,148,206 
(711,627)
1,696,486 
           
Liabilities
         
Deposits by banks
93 
188,548 
203,497 
(249,994)
142,144 
Customer accounts
13,264 
289,792 
487,290 
(176,144)
614,202 
Debt securities in issue
11,788 
129,814 
212,737 
(86,771)
267,568 
Settlement balances
— 
4,541  
5,872  
(3,147)
10 , 413  
Short positions
 
23,811
19,799 
 
40,463 
Derivatives
446 
430,005 
68,174 
(74,484)
424,141 
Accruals, deferred income and other liabilities
1,357 
9,949 
21,025 
(2,004)
30,327 
Retirement benefit liabilities
— 
16 
1,057 
1,890 
2,963 
Deferred tax
— 
— 
3,340 
(529)
2,811 
Insurance liabilities
— 
— 
10,281 
— 
10,281 
Subordinated liabilities
8,762 
30,513 
18,428 
(20,051)
37,652 
Liabilities of disposal groups
— 
— 
12,782 
— 
18,890 
Total liabilities
35,710 
1,113,097 
1,064,282 
(611,234)
1,601,855 
           
Non-controlling interests
— 
— 
2,166 
14,729 
16,895 
Owners’ equity
65,582 
45,518 
81,758 
(115,122)
77,736 
Total equity
65,582 
45,518 
83,924 
(100,393)
94,631 
           
Total liabilities and equity
101,292 
1,158,615 
1,148,206 
(711,627)
1,696,486 

 
 
382

 
 
 
Notes on the accounts continued
   
43 Consolidating financial information   continued

Cash flow statements
 
RBSG  
plc 
£m  
RBS  
plc 
£m  
 
Subsidiaries  
£m  
Consolidation  
Adjustments  
£m  
RBSG  
Group  
£m  
 
For the year ended 31 December 2011
Net cash flows from operating activities
3,815 
2,084 
23,256 
(25,830)
3,325 
Net cash flows from investing activities
(4,568)
5,933 
(3,534)
 2,183 
14 
Net cash flows from financing activities
334 
4,258 
(3,502)
(2,831) 
(1,741)
Effects of exchange rate changes on cash and cash equivalents
(55)
(1,322)
(491)
395 
(1,473)
Net (decrease)/increase in cash and cash equivalents
(474)
10,953 
15,729 
(26,083)
125 
Cash and cash equivalents at 1 January 2011
2,357 
114,379 
169,284 
(133,490)
152,530 
Cash and cash equivalents at 31 December 2011
1,883 
125,332 
185,013 
(159,573)
152,655 
           
For the year ended 31 December 2010
         
Net cash flows from operating activities
(9,038)
29,444 
6,381 
(7,496)
19,291 
Net cash flows from investing activities
(1,878)
5,646 
362 
(779)
3,351 
Net cash flows from financing activities
(3,180)
252 
(13,133)
1,681 
(14,380)
Effects of exchange rate changes on cash and cash equivalents
321 
761 
(1,005)
82 
Net (decrease)/increase in cash and cash equivalents
(14,091)
35,663 
(5,629)
(7,599)
8,344 
Cash and cash equivalents at 1 January 2010
16,448 
78,716 
174,913 
(125,891)
144,186 
Cash and cash equivalents at 31 December 2010
2,357
114,379 
169,284 
(133,490)
152,530 

 
 
 
383

 
Notes on the accounts continued

 
For the year ended 31 December 2009
         
Net cash flows from operating activities
16,365 
49,844 
1,887 
(69,088)
(992)
Net cash flows from investing activities
(15,720)
(53,061)
50,103 
18,732 
54 
Net cash flows from financing activities
10,817 
12,246 
15,752 
(20,024)
18,791 
Effects of exchange rate changes on cash and cash equivalents
(83)
(3,762)
(7,356)
2,609 
(8,592)
Net increase in cash and cash equivalents
11,379 
5,267 
60,386 
(67,771)
9,261 
Cash and cash equivalents at 1 January 2009
5,069 
73,449 
114,527 
(58,120)
134,925 
Cash and cash equivalents at 31 December 2009
16,448 
78,716 
174,913 
(125,891)
144,186 



 
384

 


Additional information

 
386
Financial summary
394
Exchange rates
395
Economic and monetary environment
396
Supervision
397
Regulatory developments and reviews
398
Description of property and equipment
398
Major shareholders
398
Material contracts
404
ADR payment information
405
Risk factors
 
 
 
385

 
Additional information continued

Financial summary
The Group's financial statements are prepared in accordance with IFRS. Selected data under IFRS for each of the five years ended 31 December 2011 are presented below.

Summary consolidated income statement
2011 
£m  
2010 
£m  
2009 
£m  
2008 
£m  
2007 
£m  
Net interest income
12,679 
14,209 
13,388 
15,482 
11,550 
Non-interest income (1,2,3)
16,258 
17,659 
19,638 
5,248 
17,922 
Total income
28,937 
31,868 
33,026 
20,730 
29,472 
Operating expenses ( 4,5,6,7,8 )
(18,026)
(18,228)
(17,417)
(35,065)
(13,383)
Profit/(loss) before insurance net claims and impairment losses
10,911 
13,640 
15,609 
(14,335)
16,089 
Insurance net claims
(2,968)
(4,783)
(4,357)
(3,917)
(4,528)
Impairment losses (9,10)
(8,709)
(9,256)
(13,899)
(7,439)
(1,925)
Operating (loss)/profit before tax
(766)
(399)
(2,647)
(25,691)
9,636 
Tax (charge)/credit
(1,250)
(634)
429 
2,167 
(2,011)
(Loss)/profit from continuing operations
(2,016)
(1,033)
(2,218)
(23,524)
7,625 
Profit/(loss) from discontinued operations, net of tax
47 
(633)
(105)
(11,018)
87 
(Loss)/profit for the year
(1,969)
(1,666)
(2,323)
(34,542)
7,712  
           
(Loss)/profit attributable to:
         
Non-controlling interests
28 
(665)
349 
(10,832)
163 
Preference shareholders
— 
105 
878 
536  
246 
Paid-in equity holders
— 
19 
57 
60  
— 
Ordinary and B shareholders
(1,997)
(1,125)
(3,607)
(24,306)
7,303 


Notes:
(1)
Includes loss on strategic disposals of £104 million (2010 - £171 million gain; 2009 - £132 million gain; 2008 - £442 million gain) .
(2)
Includes gain on redemption of own debt of £255 million (2010 - £553 million; 2009 - £3,790 million).
(3)
Includes movement in fair value of own debt of £1,846 million profit (2010 - £174 million profit; 2009 - £142 million loss; 2008 - £1,232 million profit).
(4)
Includes Payment Protection Insurance costs of £850 million.
(5)
Includes integration and restructuring costs of £1,064 million (2010 - £1,032 million; 2009 - £1,286 million; 2008 - £1,357 million; 2007 - £108 million).
(6)
Includes amortisation of purchased intangible assets of £222 million (2010 - £369 million; 2009 - £272 million; 2008 - £443 million; 2007 - £162 million).
(7)
Includes write-down of goodwill and other intangible assets of £11 million (2010 - £10 million; 2009 - £363 million; 2008 - £16,911 million).
(8)
Includes gains on pensions curtailment of £2,148 million in 2009.
(9)
Includes sovereign debt impairment of £1,099 million.
(10)
Includes interest rate hedge adjustments on impaired available-for-sale Greek government bonds of £169 million.


Summary consolidated balance sheet
2011 
£m  
201
£m  
2009 
£m  
2008 
£m  
2007 
£m  
Loans and advances
598,916 
655,778 
820,146  
1,012,919  
1,047,998  
Debt securities and equity shares
224,263 
239,678 
286,782  
293,879  
347,682  
Derivatives and settlement balances
537,389 
438,682 
453,487  
1,010,391  
293,991  
Other assets
146,299 
119,438 
136,071  
84,463  
151,158  
Total assets
1,506,867 
1,453,576 
1,696,486  
2,401,652  
1,840,829  
           
Owners' equity
74,819 
75,132 
77,736  
58,879  
53,038  
Non-controlling interests
1,234 
1,719 
16,895  
21,619  
38,388  
Subordinated liabilities
26,319 
27,053 
37,652  
49,154  
38,043  
Deposits
611,759 
609,483 
756,346  
897,556  
994,657  
Derivatives, settlement balances and short positions
572,499 
478,076 
475,017  
1,025,641  
363,073  
Other liabilities
220,237 
262,113 
332,840  
348,803  
353,630  
Total liabilities and equity
1,506,867 
1,453,576 
1,696,486  
2,401,652  
1,840,829  


 
386

 
Additional information continued

 
Financial summary continued

Other financial data
2011 
2010 
2009 
2008 
2007 
(Loss)/earnings per ordinary and B share from continuing operations - pence (1)
(1.8)
(0.5)
(6.3)
(146.2)
64.0  
Diluted (loss)/earnings per ordinary and B share from continuing operations - pence (1,2)
(1.8)
(0.5)
(6.3)
(146.2)
63.4  
Dividends per ordinary share - pence (1)
 
— 
— 
19.3  
27.0  
Dividend payout ratio (3)
— 
— 
— 
— 
43%  
Share price per ordinary share at year end - £
0.20 
0.39 
0.29  
0.49  
3.72  
Market capitalisation at year end - £bn
22.3 
42.8 
31 .
19.5  
44.4  
Net asset value per ordinary and B share - £
0.64 
0.64 
0.65  
1.15  
3.74  
Return on average total assets (4)
(0.13%)
(0.07%)
(0.18%)
(1.19%)
0.65%  
Return on average ordinary and B shareholders' equity (5)
(2.9%)
(0.7%)
(7.2%)
(50.1%)
18.7%  
Average owners' equity as a percentage of average total assets
4.9% 
4.6% 
2.8%  
2.9%  
3.9%  
Risk asset ratio - Tier 1
13.0% 
12.9% 
14.1%  
10.0%  
7.3%  
Risk asset ratio - Total
13.8% 
14.0% 
16.1%  
14.1%  
11.2%  
Ratio of earnings to combined fixed charges and preference share dividends (6, 7)
         
  - including interest on deposits
0.91 
0.94 
0.75 
  0.05 
1.45 
  - excluding interest on deposits
0.25 
0.38 
(0.30)
(7.80)
5.73 
Ratio of earnings to fixed charges only (6, 7)
         
  - including interest on deposits
0.91 
0.95 
0.80 
0.05 
1.47 
  - excluding interest on deposits
0.25 
0.44 
(0.46)
(9.74)
6.53 
 
 

Notes:
(1)
The number of ordinary shares in issue in 2008 and 2007 were adjusted retrospectively for the bonus element of the rights issue completed in June 2008 and the capitalisation issue in September 2008.
(2)
None of the convertible securities had a dilutive effect in 2011, 2010, 2009 or 2008. All of the convertible preference shares had a dilutive effect in 2007 and as such were included in the computation of diluted earnings per share.
(3)
Dividend payout ratio represents the interim dividend paid and final dividend proposed as a percentage of profit attributable to ordinary and B shareholders before discontinued operations, integration and restructuring costs, amortisation of purchased intangible assets and net gain on sale of strategic investments and subsidiaries (net of tax).
(4)
Return on average total assets represents (loss)/profit attributable to ordinary and B shareholders as a percentage of average total assets.
(5)
Return on average ordinary and B shareholders' equity represents (loss)/profit attributable to ordinary and B shareholders expressed as a percentage of average ordinary and B shareholders' equity.
(6)
For this purpose, earnings consist of income before tax and non-controlling interests, plus fixed charges less the unremitted income of associated undertakings (share of profits less dividends received). Fixed charges consist of total interest expense, including or excluding interest on deposits and debt securities in issue, as appropriate, and the proportion of rental expense deemed representative of the interest factor (one third of total rental expenses).
(7)
The earnings for the years ended 31 December 2011 , 2010, 2009 and 2008, were inadequate to cover total fixed charges and preference share dividends. The coverage deficiency for total fixed charges and preference share dividends for the years ended 31 December 2011, 2010, 2009 and 2008 were £766 million, £523 million, £3,582 million and £26,287 million, respectively. The coverage deficiency for fixed charges only for the years ended 31 December 2011, 2010, 2009 and 2008 were £766 million, £399 million, £2,647 million and £25,691 million, respectively.
 

 
 
387

 
Additional information continued
 
Analysis of loans and advances to customers
The following table analyses loans and advances to customers before impairment provisions by remaining maturity, geographical area and type of customer.

 
Within 
1 year 
£m  
After 1 year 
but within 
5 years 
£m  
After 
5 years 
£m  
2011 
Total 
£m  
2010 
£m  
2009 
£m  
2008 
£m  
2007 
£m  
UK
               
Central and local government
2,836 
33 
1,748 
4,617 
3,919 
3,174  
3,091  
3,135  
Finance
35,598 
2,445 
1,115 
39,158 
38,975 
36,283  
42,432  
70,006  
Residential mortgages
2,397 
4,963 
93,016 
100,376 
101,157 
92,583  
80,967  
73,916  
Personal lending
12,386 
3,797 
3,619 
19,802 
23,236 
25,254  
26,989  
28,186  
Property
12,218 
13,527 
9,909 
35,654 
41,957 
48,895  
52,127  
50,051  
Construction
2,911 
1,319 
774 
5,004 
6,340 
7,780  
10,171  
10,202  
Manufacturing
4,848 
1,375 
860 
7,083 
9,111 
11,432  
15,074  
13,452  
Service industries and business activities
14,752 
9,437 
11,175 
35,364 
45,685 
51,855  
58,638  
53,965  
Agriculture, forestry and fishing
987 
325 
1,193 
2,505 
2,758 
2,913  
2,972  
2,473  
Finance leases and instalment credit
2,789 
4,846 
3,581 
11,216 
13,374 
16,186  
17,363  
15,632  
Accrued interest
361 
57 
423 
558 
992  
2,463  
2,344  
Total domestic
92,083 
42,072 
127,047 
261,202 
287,070 
297,347  
312,287  
323,362  
Overseas residents
49,565 
26,880 
13,498 
89,943 
87,750 
89,891  
119,656  
98,845  
Total UK offices
141,648 
68,952 
140,545 
351,145 
374,820 
387,238  
431,943  
422,207  
                 
Overseas
               
US
33,446 
31,854 
25,031 
90,331 
90,753 
93,569  
126,277  
135,059  
Rest of the World
42,004 
23,193 
28,693 
93,890 
107,742 
264,712  
327,391  
277,721  
Total Overseas offices
75,450 
55,047 
53,724 
184,221 
198,495 
358,281  
453,668  
412,780  
Loans and advances to customers - gross
217,098 
123,999 
194,269 
535,366 
573,315 
745,519  
885,611  
834,987  
Loan impairment provisions
     
(19,760)
(18,055)
(17,126)
(10,889)
(6,449)
Loans and advances to customers - net
     
515,606 
555,260 
728,393  
874,722  
828,538  
                 
Fixed rate
30,924 
23,452 
47,752 
102,128 
110,364 
238,756  
183,693  
351,336  
Variable rate
186,174 
100,547 
146,517 
433,238 
462,951 
506,763  
701,918  
483,651  
Loans and advances to customers - gross
217,098 
123,999 
194,269 
535,366 
573,315 
745,519  
885,611  
834,987  
 
 
 
388

 
Additional information continued


 
Financial summary continued
Loan impairment provisions
For a discussion of the factors considered in determining the amount of provisions, see ‘Impairment loss provision methodology’ on pages 160 and 161 and ‘Critical accounting policies’ on page 282. The following table shows the movements in loan impairment provisions.

 
2011 
£m  
2010 
£m  
2009 
£m  
2008 
£m  
2007 
£m  
Provisions at the beginning of the year
         
Domestic
8,199 
6,670 
4,474  
3,258  
3,037  
Foreign
9,983 
10,613 
6,542  
3,194  
898  
 
18,182 
17,283 
11,016  
6,452  
3,935  
Transfer to disposal groups
         
Domestic
(773)
(25)
— 
— 
— 
Foreign
— 
(47)
(324)
(767)
— 
 
(773)
(72)
(324)
(767)
— 
Currency translation and other adjustments
         
Domestic
(3)
(79)
(228)
107  
5  
Foreign
(280)
122 
(302)
1,334  
178  
 
(283)
43 
(530)
1,441  
183  
Disposals of subsidiaries
         
Domestic
— 
— 
— 
(108)
10  
Foreign
(2,172)
(65)
(70)
2,211  
 
(2,172)
(65)
(178)
2,221  
Amounts written-off
         
Domestic
(2,374)
(2,252)
(2,895)
(1,446)
(1,222)
Foreign
(2,153)
(3,790)
(4,044)
(1,702)
(789)
 
(4,527)
(6,042)
(6,939)
(3,148)
(2,011)
Recoveries of amounts previously written-off
         
Domestic
158 
151 
175  
116  
158  
Foreign
369 
260 
224  
203  
184  
 
527 
411 
399  
319  
342  
Charged to income statement - continuing operations (1)
         
Domestic
2,749 
3,948 
5,370  
2,701 
1,395 
Foreign
4,492 
5,196 
7,720 
3,777 
508 
 
7,241 
9,144 
13,090 
6,478 
1,903 
Charged to income statement - discontinued operations
         
Domestic
— 
— 
— 
(3)
25 
Foreign
(8)
42 
1,044 
616 
18 
 
(8)
42 
1,044 
613 
43 
Unwind of discount (recognised in interest income)
         
Domestic
(220)
(214)
(226)
(151)
(150)
Foreign
(264)
(241)
(182)
(43)
(14)
 
(484)
(455)
(408)
(194)
(164)
Provisions at the end of the year (2)
         
Domestic
7,728 
8,199 
6,670  
4,474  
3,258  
Foreign
12,155 
9,983 
10,613  
6,542  
3,194  
 
19,883 
18,182 
17,283  
11,016  
6,452  
Gross loans and advances to customers
         
Domestic
261,203 
287,070 
297,347  
312,287  
323,362  
Foreign
274,163 
286,245 
448,172  
573,324  
511,625  
 
535,366 
573,315 
745,519  
885,611  
834,987  
 
 
 
389

 
Additional information continued
 

 
2011 
2010 
2009 
2008 
2007 
Closing customer provisions as a % of gross loans and advances to customers (3)
         
Domestic
2.96% 
2.86% 
2.24%
1.43%
1.01%
Foreign
4.39% 
3.44% 
2.33%
1.12%
0.62%
Total
3.69% 
3.15% 
2.30%
1.23%
0.77%
Customer charge to income statement as a % of gross loans and advances to customers (3)
         
Domestic
1.05% 
1.38% 
1.81%
0.86%
0.44%
Foreign
1.64% 
1.82% 
1.95%
0.75%
0.10%
Total
1.35% 
1.60% 
1.89%
0.79%
0.23%


Notes:
(1)
There were no amounts relating to loans and advances to banks (2010 - £13 million release; 2009 - £34 million charge; 2008 - £118 million charge; 2007 - nil).
(2)
Includes closing provisions against loans and advances to banks of £123 million (2010 - £127 million; 2009 - £157 million; 2008 - £127 million; 2007 - £3 million).
(3)
For the purpose of these ratios, closing customer provisions and customer charge relating to loans and advances to banks are excluded.

The following table shows additional information in respect of loan impairment provisions.
 
2011 
£m  
2010 
£m  
2009 
£m  
2008 
£m  
2007 
£m  
Loan impairment provisions at end of year
         
Customers
19,760 
18,055 
17,126  
10,889  
6,449  
Banks
123 
127 
157  
127  
3  
 
19,883 
18,182 
17,283  
11,016  
6,452  
           
Average loans and advances to customers (gross)
578,057 
610,131 
821,155  
858,333  
567,900  
           
As a % of average loans and advances to customers during the year
         
Total customer provisions charged to income statement
1.3% 
1.5% 
1.6%  
0. 7%
0. 4%
Amounts written-off (net of recoveries) - customers
0.7% 
0.9% 
0.8%  
0.3%  
0. 3%

Analysis of closing customer loan impairment provisions
The following table analyses customer loan impairment provisions by geographical area and type of domestic customer.

 
2011
 
2010
 
2009
 
2008
 
2007
 
Closing  
provision  
% of  
 loans  
to total  
loans  
 
Closing 
provision  
% of  
 loans  
to total  
loans  
 
Closing  
provision  
% of  
 loans  
to total  
loans  
 
Closing  
provision  
% of  
 loans  
to total  
loans  
 
Closing  
provision  
% of  
 loans  
to total  
loans  
 
£m 
 
£m 
 
£m 
 
£m 
 
£m 
Domestic
                           
Central and local government
— 
0.9 
 
— 
0.7 
 
— 
0.4  
 
— 
0.3  
 
— 
0.4  
Manufacturing
135 
1.3 
 
100 
1.6 
 
153  
1.5  
 
127  
1.7  
 
93  
1.6  
Construction
502 
0.9 
 
605 
1.1 
 
355  
1.0  
 
254  
1.1  
 
75  
1.2  
Finance
40 
7.3 
 
98 
6.8 
 
26  
4.9  
 
67  
4.8  
 
52  
8.4  
Service industries and
  business activities
1,218 
6.6 
 
1,073 
8.0 
 
962  
7.0  
 
778  
6.6  
 
562  
6.5  
Agriculture, forestry and
  fishing
36 
0.5 
 
27 
0.5 
 
20  
0.4  
 
19  
0.3  
 
21  
0.3  
Property
2,657 
6.2 
 
2,071 
7.3 
 
908  
6.6  
 
490  
5.9  
 
85  
6.0  
Residential mortgages
384 
18.7 
 
302  
17.6  
 
196  
12.4  
 
36  
9.1  
 
36  
8.8  
Personal lending
1,919 
3.7 
 
2,504 
4.1 
 
2,527  
3.4  
 
2,235  
3.0  
 
2,054  
3.4  
Finance leases and
  instalment credit
366 
2.1 
 
435 
2.3 
 
341  
2.2  
 
194  
2.0  
 
132  
1.9  
Accrued interest
— 
0.1 
 
— 
0.1 
 
— 
0.1  
 
— 
0.3  
 
— 
0.3  
Total domestic
7,257 
48.3 
 
7,215 
50.1 
 
5,488  
39.9  
 
4,200  
35.1  
 
3,110  
38.8  
Foreign
10,517 
51.7 
 
8,190 
49.9 
 
8,562  
60.1  
 
4,745  
64.9  
 
2,289  
61.2  
Impaired book provisions
17,774 
100.0 
 
15,405 
100.0 
 
14,050  
100.0  
 
8,945  
100.0  
 
5,399  
100.0  
Latent book provisions
1,986 
   
2,650 
   
3,076  
   
1,944  
   
1,050  
 
Total provisions
19,760 
   
18,055 
   
17,126  
   
10,889  
   
6,449  
 


 
390

 
Additional information continued

Financial summary continued
Analysis of write-offs
The following table analyses amounts written-off by geographical area and type of domestic customer.

 
2011 
£m  
2010 
£m  
2009
£m
2008
£m
2007
£m
Domestic
         
Manufacturing
114 
94 
217
61
29
Construction
228 
110 
243
51
21
Finance
24 
105
31
47
Service industries and business activities
358 
411 
702
299
190
Agriculture, forestry and fishing
3
5
4
Property
490 
395 
320
34
9
Residential mortgages
23 
16 
2
1
Personal lending
1,004 
1,148 
1,188
938
909
Finance leases and instalment credit
129 
67 
115
26
13
Total domestic
2,374 
2,252 
2,895
1,446
1,222
Foreign
2,153 
3,790 
4,044
1,702
789
Total write-offs
4,527 
6,042 
6,939
3,148
2,011



Analysis of recoveries
The following table analyses recoveries of amounts written-off by geographical area and type of domestic customer.

 
2011 
£m  
2010 
£m  
2009
£m
2008
£m
2007
£m
Domestic
         
Manufacturing
1
2
Construction
Finance
— 
— 
2
2
Service industries and business activities
10 
13
12
7
Property
Residential mortgages
3
Personal lending
111
128 
99
96
143
Finance leases and instalment credit
10 
57
4
8
Total domestic
158 
151 
175
116
158
Foreign
369 
260 
224
203
184
Total recoveries
527 
411 
399
319
342

Renegotiated loans
Renegotiated loans are those loans restructured in response to a borrower's financial difficulties where no impairment provision is required. Restructured loans where an impairment provision is required continue to be reported as impaired loans.  Loans renegotiated during the year amounted to:

 
2011 
£m 
2010 
£m 
2009 
£m 
2008 
£m 
2007 
£m 
Renegotiated loans (1)
7,674 
5,758  
2,698  
2,637  
930  

Note:
(1)
Restructured loan data include only those arrangements above thresholds set individually by the divisions, ranging from nil to £10 million.

 
391

 
Additional information continued
 
Risk elements in lending
Risk elements in lending (REIL) comprises impaired loans and accruing loans past due 90 days or more as to principal or interest.

Impaired loans are all loans for which an impairment provision has been established; for collectively assessed loans, impairment loss provisions are not allocated to individual loans and the entire portfolio is included in impaired loans.

Loans are classified as accruing loans past due 90 days or more where they are past due 90 days but where no impairment provision is required because they are fully collateralised.


 
2011 
£m  
2010 
£m  
2009 
£m  
2008 
£m  
2007 
£m  
Impaired loans (2)
         
Domestic
14,528 
15,471 
13,572  
8,588  
5,599  
Foreign
24,219 
20,230 
21,453  
10,891  
4,763  
Total
38,747 
35,701 
35,025  
19,479  
10,362  
Accruing loans which are contractually overdue 90 days or more as to
  principal or interest
         
Domestic
1,697 
2,363 
2,224  
1,201  
217  
Foreign
401 
534 
1,000  
581  
152  
Total
2,098 
2,897 
3,224  
1,782  
369  
Total risk elements in lending
40,845 
38,598 
38,249  
21,261  
10,731  
           
Closing provisions for impairment as a % of total risk elements in lending
49% 
47% 
46%  
52%  
60%  
Risk elements in lending as a % of gross lending to customers excluding
  reverse repos (3)
8.6% 
7.3% 
5.4%  
2.5%  
1.6% 

Notes:
(1)
For the analysis above, 'Domestic' consists of the United Kingdom domestic transactions of the Group. 'Foreign' comprises the Group's transactions conducted through offices outside the UK and through those offices in the UK specifically organised to service international banking transactions.
(2)
The write-off of impaired loans affects the closing provisions for impairment as a % of total risk elements in lending (the coverage ratio).  The coverage ratio reduces if the loan written off carries a higher than average provision and increases if the loan written off carries a lower than average provision.
(3)
Includes REIL and gross lending relating to disposal groups .


 
2011 
£m  
2010 
£m  
2009 
£m  
2008 
£m  
2007 
£m  
Gross income not recognised but which would have been recognised under the
  original terms of impaired loans
         
Domestic
636 
579 
625  
393  
390  
Foreign
964 
830 
1,032 
338 
64 
 
1,600 
1,409 
1,657 
731 
454 
           
Interest on impaired loans included in net interest income
         
Domestic
220 
214 
226  
150  
165 
Foreign
264 
241 
182 
42 
15 
 
484 
455 
408 
192 
18

Potential problem loans
Potential problem loans (PPL) are loans for which an impairment event has taken place but no impairment provision is required. This category is used for fully collateralised advances which are not past due 90 days or revolving credit facilities where identification as 90 days overdue is not feasible.

 
2011 
£m  
2010 
£m  
2009 
£m  
2008 
£m  
2007 
£m  
Potential problem loans
739 
633 
1,009 
226 
671 

Both REIL and PPL are reported gross and take no account of the value of any security held which could reduce the eventual loss should it occur, nor of any provision marked. Therefore impaired assets which are highly collateralised, such as mortgages, will have a low coverage ratio of provisions held against the reported  impaired balance.

 
392

 
Additional information continued

Financial summary continued
Analysis of deposits - product analysis
The following table analyses the Group's deposits by type and geographical area.
 
2011 
£m  
2010 
£m  
2009
£m
UK
     
Domestic
     
Demand deposits
     
  - interest-free
63,875 
66,608 
45,855
  - interest-bearing
111,274 
136,359 
136,157
Time deposits
     
  - savings
79,310 
70,774 
67,450
  - other
61,651 
59,557 
65,937
Overseas residents
     
Demand deposits
     
  - interest-free
2,965 
2,512 
1,072
  - interest-bearing
20,773 
12,530 
13,618
Time deposits
     
  - savings
1,693 
1,512 
1,288
  - other
59,105 
46,023 
61,341
Total UK offices
400,646 
395,875 
392,718
Overseas
     
Demand deposits
     
  - interest-free
30,780 
29,919 
36,458
  - interest-bearing
44,413 
43,890 
91,482
Time deposits
     
  - savings
25,296 
24,472 
78,423
  - other
110,624 
115,327 
157,265
Total overseas offices
211,113 
213,608 
363,628
Total deposits
611,759 
609,483 
756,346
       
Held-for-trading
137,326 
116,189 
106,477
Designated as at fair value through profit or loss
5,627 
4,824 
8,580
Amortised cost
468,806 
488,470 
641,289
Total deposits
611,759 
609,483 
756,346
       
Overseas
     
US
135,919 
135,642 
126,075
Rest of the World
75,194 
77,966 
237,553
Total overseas offices
211,113 
213,608 
363,628
 

Certificates of deposit and other time deposits
The following table shows details of the Group's certificates of deposit and other time deposits over $100,000 or equivalent by remaining maturity.
 
2011
Within  
3 months  
£m  
Over 3  
 months  
but within  
6 months  
£m  
Over 6  
 months  
but within  
12 months  
£m  
Over  
12 months  
£m  
Total  
£m  
UK based companies and branches
         
Certificates of deposit
6,092 
1,367 
949 
331 
8,739 
Other time deposits
23,082 
4,080 
3,070 
10,816 
41,048 
           
Overseas based companies and branches
         
Certificates of deposit
6,689 
666 
553 
169 
8,077 
Other time deposits
15,413 
3,671 
2,930 
5,439 
27,453 
 
51,276 
9,784 
7,502 
16,755 
85,317 


 
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Other contractual cash obligations
The table below summarises the Group's other contractual cash obligations by payment date.

2011
0-3 months  
£m  
3-12 months  
£m  
1-3 years  
£m  
3-5 years  
£m  
5-10 years  
£m  
10-20 years  
£m  
Operating leases
208 
260 
802 
651 
1,234 
1,480 
Contractual obligations to purchase goods or services
111 
372 
548 
93 
— 
 
319 
632 
1,350 
744 
1,240 
1,480 
             
2010
           
Operating leases
132 
365 
837 
678 
1,178 
1,714 
Contractual obligations to purchase goods or services
104 
336 
484 
26 
— 
— 
 
236 
701 
1,321 
704 
1,178 
1,714 

The Group's undrawn formal facilities, credit lines and other commitments to lend were £239,963 million (2010 - £266,822 million). While the Group has given commitments to provide these funds, some facilities may be subject to certain conditions being met by the counterparty. The Group does not expect all facilities to be drawn, and some may lapse before drawdown.

Exchange rates
Except as stated, the following tables show, for the dates or periods indicated, the Noon Buying Rate in New York for cable transfers in sterling as certified for customs purposes by the Federal Reserve Bank of New York.

US dollars per £1
February 
2012 
January 
2012 
December 
2011 
November 
2011 
October 
2011 
September 
2011 
Noon Buying Rate
           
High
1.5951 
1.5754 
1.5698 
1.6076 
1.6141 
1.6190 
Low
1.5677 
1.5301 
1.5386 
1.5467 
1.5398 
1.5358 
             
   
2011 
2010 
2009 
2008 
2007 
Noon Buying Rate
           
Period end rate
 
1.5537 
1.5392 
1.6167 
1.4619 
1.9843 
Average rate for the year (1)
 
1.6105 
1.5415 
1.5707 
1.8424 
2.0073 
             
Consolidation rate (2)
           
Period end rate
1.5475 
1.5524 
1.6222 
1.4604 
2.0043 
Average rate for the year
1.6039 
1.5455 
1.5657 
1.8528 
2.0015 


Notes:
(1)
The average of the Noon Buying Rates on the last US business day of each month during the year.
(2)
The rates used by the Group for translating US dollars into sterling in the preparation of its financial statements.
(3)
On 23  March 2012, the Noon Buying Rate was £1.00 = US$1.5864.


 
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Economic and monetary environment
When economies are emerging from recessions rooted in high levels of debt and stresses in the financial system, growth is slower than in the typical recovery. That was the experience of our major markets in 2011. It is what we should expect in 2012 and beyond.

In the UK, growth weakened. Total economic activity, as measured by gross domestic product (GDP), grew by 0.9% compared with 2.1% in 2010. At the start of the year, expectations had been more positive, the consensus forecast for growth having been 2.1%. Yet the year ended with the economy contracting.

Unemployment rose sharply, from less than 8% in mid-year to 8.4% in December. Wage growth was subdued and inflation reduced the spending power of earnings.

In commercial property, values edged higher, finishing the year up 2%. Strong performance in prime markets, particularly central London was the main source of gains. Again, however, momentum slowed towards the end of the year.

Housing market activity remained subdued. Prices probably fell slightly although the different measures disagree on the extent of the change.

Against this backdrop, the Bank of England continued its ultra-loose monetary policy stance. Despite persistently above-target inflation, interest rates remained unchanged at a record low of 0.5%, the Bank of England judging elevated inflation to be the result of temporary factors. In fact, its greater concern was that the weak economy would cause inflation to be too low and in October, the Monetary Policy Committee announced that it would increase its asset purchase programme by £75 billion.

In the United States, GDP growth slowed to 1.7% compared with 3.0% in 2010. Unlike the UK, however, growth accelerated as the year progressed. Unemployment began to fall, although at 8.5% in December it was high compared with previous recoveries.

Housing remained a drag anchor. Prices fell by around a further 4% and were almost a third below their peak level. Sales volumes were subdued and an overhang of properties on which borrowers had defaulted remained.

Judging that the pace of recovery was too slow to reduce unemployment sufficiently, the Federal Reserve tried to stimulate the economy in the third quarter with unconventional measures designed to push down medium to long-term interest rates. It also said it expected to keep the Fed Funds rate, its main policy rate, at its current low level at least until mid-2013.

Ireland emerged from three years of recession. The export sector led modest growth in the first half of the year, as it benefited from the boost to competitiveness delivered by falling wages, and stronger demand in some of Ireland’s main markets. However, the economy appears to have shrunk again in the second half.

For Ireland, gross national product (GNP) is a better measure of people’s material well-being. It reflects the income residents receive rather than the value of the incomes generated in the country, an important distinction when there is a large foreign-owned sector that remits profits overseas. GNP fell by an estimated 0.8%.

Unemployment averaged more than 14%. House prices dropped to a point where they were close to 50% below their peak level at the year end.

Looming over 2011 and prospects for 2012 was the likelihood that some euro area governments will not be able to repay in full monies they have borrowed. Uncertainty about how this problem will be solved damaged confidence. The policy prescribed for highly indebted countries, fiscal austerity, made their growth prospects worse because there are no compensating interest or exchange rate gains in a currency union. By the end of the year, the euro area was in recession, exacerbating the debt problem.

Europe’s leaders avoided both a disorderly default and a break-up of the euro area. However, it will take political will and public support to manage the immediate risk of defaults and to tackle the root causes of the acute challenges that have accumulated since the establishment of the single currency in 1999.

Absent the worst outcome for the euro area - a default that cannot be contained in one country and its banking system - growth in our main economies in 2012 will be slow as households and governments continue to labour under substantial debt burdens.

 
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Supervision
United Kingdom
The UK Financial Services Authority (FSA) is the consolidated supervisor of the Group. As at 31 December 2011, 26 companies in the Group (excluding subsidiaries of RBS NV), spanning a range of financial services sectors (banking, insurance and investment business), were authorised to conduct financial activities regulated by the FSA.

The UK authorised banks in the Group include the Royal Bank, NatWest, Coutts & Co and Ulster Bank Limited. Wholesale activities, other than Group Treasury activities, are concentrated in the Group's Global Banking & Markets and UK Corporate divisions, and are undertaken under the names of the Royal Bank and NatWest. UK retail banking activities are managed by the UK Retail division. The exception is Ulster Bank Limited, which is run as a separate division within the Group. Ulster Bank Limited provides banking services in Northern Ireland while the banking service in the Republic of Ireland is provided by Ulster Bank Ireland Limited, which is primarily supervised by the Central Bank of Ireland.

Investment management business is principally undertaken by companies in the Wealth division, including Coutts & Co, Adam & Company Investment Management Limited, and in the Global Banking & Markets division, through RBS Asset Management Limited.

General insurance business was principally undertaken by Direct Line Insurance plc and Churchill Insurance Company Limited. On 10 December 2011, the assets and liabilities of these companies were transferred under Part VII of the Financial Services and Markets Act 2000 to UK Insurance Limited, who now undertake general insurance business.

The Group is subject to extensive regulations that impose obligations on financial institutions to maintain appropriate policies, procedures and controls to ensure compliance with the rules and regulations to which they are subject.

United States
The Group is both a bank holding company and a financial holding company within the meaning of the US Bank Holding Company Act of 1956. As such, it is subject to the regulation and supervision of the Board of Governors of the Federal Reserve System (“the Federal Reserve”). Among other things, the Group's direct and indirect activities and investments in the United States are limited to those that are 'financial in nature' or 'incidental' or 'complementary' to a financial activity, as determined by the Federal Reserve. The Group is also required to obtain the prior approval of the Federal Reserve before acquiring directly or indirectly, the ownership or control of more than 5% of any class of the voting shares of any US bank or holding company. Under current Federal Reserve policy, the Group is required to act as a source of financial strength for its US bank subsidiaries. Among other things, this source of strength obligation could require the Group to inject capital into any of its US bank subsidiaries if any of them became undercapitalised.

Anti-money laundering, anti-terrorism and economic sanctions regulations are a major focus of the US government for financial institutions and are rigorously enforced by US government agencies.

The Group's US bank and non-bank subsidiaries and the Royal Bank's US branches are also subject to supervision and regulation by a variety of other US regulatory agencies. RBS Citizens NA is supervised by the Office of the Comptroller of the Currency, which is charged with the regulation and supervision of nationally chartered banks. Citizens Bank of Pennsylvania is subject to the regulation and supervision of the US Federal Deposit Insurance Corporation and the Pennsylvania Department of Banking and Insurance. Citizens Financial Group is under the supervision of the Federal Reserve as a bank holding company. The Royal Bank's New York branch is supervised by the New York State Banking Department, and its Connecticut branch is supervised by the Connecticut Department of Banking. Both branches are also subject to supervisory oversight by the Federal Reserve, through the Federal Reserve Bank of Boston.

The Group's US broker dealer, RBS Securities Inc. (RBSSI), formerly known as Greenwich Capital Markets, Inc., is subject to regulation and supervision by the US Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA) with respect to its securities activities. The futures activities of RBSSI are subject to regulation and oversight by the US Commodity Futures Trading Commission (CFTC) and the Chicago Mercantile Exchange (CME) Group-owned exchanges. The Group's US commodities business, RBS Sempra Commodities LLP and its subsidiaries, which was largely sold in 2010, are primarily regulated by the Federal Reserve Bank of Boston, the Federal Energy Regulatory Commission (FERC), the Commodity Futures Trading Commission (CFTC), the CME Group-owned exchanges, and The Intercontinental Exchange.

Netherlands
The consolidated supervisor of RBS N.V. is the Dutch Central Bank, De Nederlandsche Bank (DNB). The DNB operates as prudential supervisor of banks, insurance companies, pension funds and securities firms, and also as part of the European System of Central Banks.

Other jurisdictions
The Group operates in over 30 countries through a network of branches, local banks and non-bank subsidiaries and these activities are subject to supervision in most cases by a local regulator or central bank.


 
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Regulatory developments and reviews
The Group works with domestic and international trade associations and proactively engages with regulators and other authorities such as the Basel Committee, the European Commission and governments, in order to understand the implications of proposed regulatory change and to contribute to the development of regulatory policy.

The Group and its subsidiaries have co-operated fully with various regulatory reviews and developments in the UK and internationally, including enquiries or investigations into alleged or possible breaches of regulations.

United Kingdom
In the UK, the Group has actively engaged with a large number of legislative and regulatory consultations. Reflecting global developments, financial stability - notably bank prudential requirements and the new regulatory framework - remains a key focus for the UK regulatory authorities.

The Group has continued to participate fully in the analysis of the cause of the financial crisis and the development of potential policy and reform. A wide range of ideas and proposals, aimed at strengthening the resilience of the banking system and addressing perceived shortcomings in existing regulation, have been advanced and continue to be developed. With respect to prudential requirements, the Group provided detailed feedback on the FSA's latest consultation on Strengthening Capital Standards and others, including on the supervisory formula method and liquidity swaps . Other consultations included HM Treasury’s further consultations on the structure of financial regulation, covered bonds and on Recovery and Resolution Plans (“Living Wills”) .

The Group has actively engaged with , and contributed to , a number of inquiries regarding the future of banking. These included the Independent Commission on Banking and various Treasury Select Committee inquiries. It has contributed to debates led by the Financial Stability Board, European Commission and UK authorities on resolution frameworks, including possible mechanisms such as contingent capital and bail-in arrangements. It participated in the FSA's pilot for the development of Living Wills and will be developing suitable Living Wills in line with forthcoming regulatory requirements.

The Group has continued to play an active role in the development of requirements affecting products and processes. Examples include the Government’s Review of Consumer Credit and Personal Insolvency, the FSA’s review of mortgages (Mortgage Market Review) and of investment advice (Retail Distribution Review), the FSA’s proposals on Product Intervention and the European Directive on Mortgages. The Group worked closely with the Government (the Department of Business, Innovation and Skills) and the industry to develop and implement annual credit card statements to improve transparency for customers. The Group has also worked closely with the Government on its MyData initiative, with a view to empowering consumers by giving them greater access to their financial data, and on the Government’s proposals to introduce a charitable giving option at ATMs.

In 2011, regulatory changes which have been introduced to improve transparency for retail customers include the addition of interest rates on savings account statements and annual statements for personal current accounts.

UK regulated firms within the Group are members of the Financial Services Compensation Scheme (FSCS), which provides compensation to eligible customers of authorised financial services firms that are unable to meet their obligations. The FSCS is a contributor to depositor confidence and financial stability and the Group is supporting the FSCS in increasing awareness amongst UK consumers.

The FSA, in its 2011/2012 Business Plan, made reference to the proposed changes to the structure of regulation in the UK. The FSA will be responsible for transitioning to the new regulatory structure and the Group is committed to working with the authorities to establish a system that delivers the new structure.

The Group also continues to co-operate with the Information Commissioner’s Office, the UK’s independent public body set up to uphold information rights in the public interest, promoting openness by public bodies and data privacy for individuals. The Group monitors legal and regulatory changes and industry best practice and implements timely process improvements to ensure continued protection of individuals’ privacy rights and enhance information security management.

European Union/global developments
The Group follows closely the work and recommendations of the G20, as well as international standard setters such as the Basel Committee on Banking Supervision. Of note were the developments, particularly in Europe, to implement the proposals from the Basel Committee on Banking Supervision for an enhanced capital and liquidity framework. The Basel Committee also developed proposals for additional capital for globally systemically important banks. The Group remains closely involved in all aspects of the proposals on capital and liquidity, as well as on other related policy areas , such as countercyclical capital buffers and contingent capital

Also notable in 2011, was significant work by the European Commission and the new European Supervisory Authorities in such areas as financial sector taxation, corporate governance, crisis management, credit rating agencies and remuneration. The Group provided input in all these areas.

United States
In the US, the Group continues to engage constructively with regulators and other bodies on regulatory and legislative change and seeks to ensure proper implementation and compliance. Current issues include regulatory implementation of US financial regulatory reform legislation , mortgage and credit card lending and consumer disclosures, debit card interchange fees , and account overdraft protection.

Other jurisdictions
The Group is active in monitoring regulatory developments in each country in which it operates so that internal policies are sufficient to ensure the effective management of regulatory risk .


 
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Description of property and equipment
The Group operates from a number of locations worldwide, principally in the UK. At 31 December 2011, the Royal Bank and NatWest had 627 and 1,493 retail branches, respectively, in the UK. Ulster Bank has a foot print of 236 branches and an extensive network of business banking offices across Northern Ireland and the Republic of Ireland. US Retail & Commercial had 1,519 retail banking offices (including in-store branches) covering Connecticut, Delaware, Illinois, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio, Pennsylvania, Rhode Island and Vermont. A substantial majority of the UK branches are owned by the Royal Bank, NatWest and their subsidiaries or are held under leases with unexpired terms of over 50 years. The Group's principal properties include its headquarters at Gogarburn, Edinburgh, its principal offices in London at 135 and 280 Bishopsgate and the Drummond House administration centre located at South Gyle, Edinburgh.

Total capital expenditure on premises (excluding investment properties), computers and other equipment in the year ended 31 December 2011 was £820 million (2010 - £656 million; 2009 - £1,215 million).

Major shareholders
In December 2008, The Solicitor for the Affairs of Her Majesty's Treasury (HM Treasury) acquired 22,854 million ordinary shares representing 57.9% of the company's issued ordinary share capital. During 2009, HM Treasury acquired a further 16,791 million ordinary shares raising their holding to 70.3% of the company's issued ordinary share capital.

In December 2009, HM Treasury acquired 51 billion B shares in the company representing the entire issued B share capital. At 31 December 2011, HM Treasury’s holding in the company’s ordinary shares was 66.9%.

Other than detailed above, there have been no significant changes in the percentage ownership of major shareholders of the company's ordinary, B and preference shares during the three years ended 22 February 2012. All shareholders within a class of the company's shares have the same voting rights.

At 22 February 2012, the directors of the company had options to purchase a total of 10,455,306 ordinary shares of the company.

As at 31 December 2011, almost all of the company's US$ denominated preference shares and American Depository Shares representing ordinary shares were held by shareholders registered in the US. All other shares were predominantly held by shareholders registered outside the US.


Material contracts
The company and its subsidiaries are party to various contracts in the ordinary course of business. Material contracts include the following:

Consortium and Shareholders Agreement (CSA)
On 28 May 2007, Fortis Bank Nederland, the company, Santander and RFS Holdings entered into the CSA. Fortis Bank Nederland acceded to the CSA on 26 July 2007. On 3 October 2008, the Dutch State acquired Fortis Bank Nederland. On 24 December 2008 the Dutch State acceded to the CSA following its acquisition of the shares held by Fortis Bank Nederland in RFS Holdings pursuant to a Deed of Accession entered into between RFS Holdings, the company, Fortis Bank Nederland, Santander and the Dutch State. On 1 April 2010 the CSA was restated. It was the subject of a further amendment on 18 July 2011. The CSA (as amended and restated) governs the relationships amongst the parties thereto in relation to the acquisition by RFS Holdings of ABN AMRO (now RBS Holdings N.V.). The CSA (as amended and restated) details, inter alia, the equity interests in RFS Holdings, the governance of RFS Holdings, the arrangements for the transfer of certain ABN AMRO businesses, assets and liabilities to the Dutch State (previously Fortis Bank Nederland), the company and Santander, further funding obligations of the Dutch State, the company and Santander where funding is required by regulatory authorities in connection with the ABN AMRO businesses, the allocation of taxes and conduct of tax affairs and the steps that the Dutch State, the company and Santander expect to take to enable the company to become the sole shareholder of RFS Holdings.

Second Placing and Open Offer Agreement
Pursuant to a placing and open offer agreement dated 19 January 2009 entered into between the company, UBS, Merrill Lynch International and HM Treasury, (i) the company agreed to invite qualifying shareholders to apply to subscribe for new shares at the issue price of 31.75 pence per new share by way of the Second Open Offer, (ii) UBS and Merrill Lynch International were appointed as joint sponsors, joint bookrunners and joint placing agents and agreed to use reasonable endeavours to procure placees to subscribe for the new shares on such terms as may be agreed by the company and HM Treasury at not less than the issue price of 31.75 pence per new share on the basis that the new shares placed will be subject to clawback to the extent they are taken up under the Second Open Offer and (iii) HM Treasury agreed that, to the extent not placed or taken up under the Second Open Offer and subject to the terms and conditions set out in the Second Placing and Open Offer Agreement, HM Treasury would subscribe for such new shares itself at the issue price of 31.75 pence per new share.


 
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Material contracts continued
Pursuant to the terms of the Second Placing and Open Offer Agreement, the aggregate proceeds of the Second Placing and Open Offer (net of expenses) were used in full to fund the redemption on Admission (as defined in the Second Placing and Open Offer Agreement) of the preference shares held by HM Treasury at 101 per cent of their issue price (£5.05 billion) together with the accrued dividend on the preference shares (from and including 1 December 2008 to but excluding the Date of Admission (as defined in the Second Placing and Open Offer Agreement)) and the commissions payable to HM Treasury under the Second Placing and Open Offer Agreement.

HM Treasury is entitled to novate its rights under the Second Placing and Open Offer Agreement to any entity that is owned, directly or indirectly, by HM Treasury.

Pre-accession Commitments Letter
On 26 February 2009, the Royal Bank entered into a deed poll in favour of HM Treasury, pursuant to which the Royal Bank gave a series of undertakings on behalf of each member of the Group, with immediate effect unless otherwise agreed, in relation to the provision of information and the management of the assets, commitments and exposures (the "Proposed Assets") in the period prior to the Royal Bank's proposed accession to and participation in the UK Government's Asset Protection Scheme (APS).

The Royal Bank undertook to HM Treasury, among other things, to:

(i)
provide all such assistance and information and data as is reasonably requested which is pertinent to the implementation of the APS and the Royal Bank's potential participation in the APS;

(ii)
provide, as soon as practicable, an indicative list of the assets, commitments and exposures that the Royal Bank propose to include within the APS with a view to agreeing such list by 30 April 2009;

(iii)
provide, as promptly as practicable, information and data relating to the Proposed Assets reasonably requested for due diligence purposes and to provide certain other information concerning the Group's business and the financial performance and risk of the Proposed Assets;

(iv)
provide access to the Group's premises, books, records, senior executives, relevant personnel and professional advisers on reasonable terms;

(v)
consult with HM Treasury regarding the management and operations of the Proposed Assets and to ensure that the management of the Proposed Assets is in accordance with usual business practices and also without regard to the possible benefits under the APS;

(vi)
develop and, subject to market conditions, implement a liability management plan which is designed to enable the Group to meet certain Core Tier 1 capital targets for 2009; and

(vii)
use best endeavours (giving regard to reasonable operational requirements) to maintain regular, adequate and effective monitoring, reporting, risk management and audit controls and procedures in order, among other things, to ensure that risks relating to key business processes which affect the Proposed Assets are identified, assessed and reported and are managed and mitigated appropriately.

In addition, the Royal Bank agreed in principle that, if and only if the Royal Bank accedes to the APS, it would not claim, and would disclaim, certain UK tax losses and allowances arising to members of the Group in respect of any accounting period ending on or after 31 December 2008, provided that this undertaking would not apply in respect of any such tax benefits arising in the earlier of (a) the first accounting period beginning more than five years after the relevant accession date and (b) the first accounting period beginning after the relevant accession date in which the Group becomes profitable.

The company's commitments described in this section have been superseded by the Scheme Rules and the Accession Agreement (for details of the Accession Agreement see page 401), with the exception of a commitment to inform the Department for Business, Innovation and Skills prior to making significant reductions in the level of lending being made available to certain borrowers or counterparties, which will apply until 28 February 2011, in line with the duration of the commitments under the Lending Commitments Letter described below.

Lending Commitments Letter
On 26 February 2009, the company entered into a deed poll in favour of certain UK Government departments under which it undertook to support lending to creditworthy borrowers in the UK in a commercial manner with effect from 1 March 2009. On 18 May 2009, the company entered into an amendment to this deed poll which took effect from 29 May 2009 and on 20 November 2009, the company executed a further amendment to this deed poll. This lending commitment was a pre-requisite to the company's participation in the APS and other Government backed schemes, the objective of which was to reinforce the stability of the financial system and support the recovery of the economy.

Pursuant to this lending commitment, the company agreed to increase its lending in the 12 months commencing 1 March 2009 from its UK banking operations to UK businesses by, in aggregate, £16 billion above the amount previously budgeted.


 
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The company also made a commitment to increase lending to homeowners, including first time buyers, in the United Kingdom. The company undertook to increase its residential mortgage lending by at least £9 billion above the amount previously budgeted in the 12 months commencing 1 March 2009.

Such additional lending was subject to the company's ordinary course pricing and other terms, and certain commercial, risk, credit and regulatory considerations.

The company's compliance with its lending commitments is monitored by the UK Government, and is subject to a reporting process.

The company also made certain undertakings as regards marketing in support of its lending commitments and certain other matters relating to its business and residential lending practices and policies. The lending commitments made in the deed poll supersede the commitments given by the company in the First Placing and Open Offer Agreement and the Second Placing and Open Offer Agreement.

On 23 March 2010, the company agreed with the UK government certain adjustments to the above lending commitments for the 2010 commitment period (the 12 month period commencing 1 March 2010), to reflect expected economic circumstances over the period. As part of the amended lending commitments, the company committed, among other things, to make available gross new facilities, drawn or undrawn, of £50 billion to UK businesses in the period 1 March 2010 to 28 February 2011. In addition, the company agreed with the UK government to make available £8 billion of net mortgage lending in the 2010 commitment period. This was a decrease of £1 billion on the net mortgage lending target that previously applied to the 2010 commitment period which ended on 28 February 2011, to reflect that the mortgage lending commitment for the 2009 commitment period was increased from £9 billion to £10 billion. In the Budget of 23 March 2011, the Chancellor of the Exchequer confirmed that RBS had met these lending commitments, providing £30 billion of gross new facilities to SMEs and £26.9 billion to larger businesses (a total of £56.9 billion) and delivering £9.4 billion of net mortgage lending.
 
B Share Acquisition and Contingent Capital Agreement
On 26 November 2009, the company and HM Treasury entered into the Acquisition and Contingent Capital Agreement pursuant to which HM Treasury subscribed for the initial B shares and the Dividend Access Share (the "Acquisitions") and agreed the terms of HM Treasury's subscription for an additional £8 billion in aggregate in the form of further B shares (the "Contingent B shares"), which will be issued on the same terms as the initial B shares. The Acquisitions were subject to the satisfaction of various conditions, including the company having obtained the approval of its shareholders in relation to the Acquisitions.

The company and HM Treasury further agreed the terms of the £8 billion Contingent Subscription of the Contingent B shares in the Acquisition and Contingent Capital Agreement. For a period of five years from 22 December 2009 or, if earlier, until the occurrence of a termination event or until the company decides (with FSA consent) to terminate such Contingent Subscription (the "Contingent Period"), if the Core Tier 1 ratio of the company falls below five per cent (and if certain other conditions are met) HM Treasury has committed to subscribe for the Contingent B shares in no fewer than two tranches of £6 billion and £2 billion (or such smaller amounts as the company and HM Treasury may agree). Any unused portion of the £8 billion may be subscribed in one or more further tranches.

The company may, subject to certain conditions, at any time terminate the Contingent Subscription in whole or in part, with the consent of the FSA. The company is required to pay an annual fee, for the Contingent Period, in relation to the Acquisitions and the Contingent Subscription of £320 million less four per cent per annum of the value of any B shares subscribed for under the Contingent Subscription. Such fee is payable in cash or, with HM Treasury's consent, by waiving certain UK tax reliefs that are treated as deferred tax assets or through a further issue of B shares to HM Treasury. The annual fee ceases to be payable on termination of the Contingent Subscription and if the company terminates the Contingent Subscription in part, the fee will reduce proportionately.

The company gave certain representations and warranties to HM Treasury on the date of the Acquisition and Contingent Capital Agreement, on the date the circular was posted to shareholders, on the first date on which all of the conditions precedent were satisfied, or waived, and on the date of the Acquisitions. The company has agreed to give such representations and warranties again on each date (if any) a Contingent Subscription is triggered and on each date (if any) on which B shares are issued pursuant to a Contingent Subscription.

The company agreed to reimburse HM Treasury for its expenses incurred in connection with the Acquisitions and agreed to do so in connection with the Contingent B shares, if the Contingent Subscription is exercised.

The company agreed to a number of undertakings, including with respect to: (i) restrictions on the payment of dividends or other distributions on, and the redemption of, certain securities; (ii) expectations regarding the repurchase of the B shares by the company; (iii) renegotiations of the terms of the Contingent Subscription as a result of future legislative or regulatory changes; (iv) negotiating in good faith to maintain the status of the B shares and Dividend Access Share as Core Tier 1 capital; and (v) restrictions in relation to the company's share premium account.

 
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Additional information continued

Material contracts continued
HM Treasury has agreed to waive its statutory pre-emption rights arising out of the B shares and the Dividend Access Share in respect of any future issue of equity securities by the company other than B shares and has agreed to vote its B shares and the Dividend Access Share, as applicable, in favour of each special resolution to disapply its pre- emption rights under the B shares and/or the Dividend Access Share then held by HM Treasury every time they arise. The pre-emption rights arising out of the B shares and the Dividend Access Share have also been disapplied in the Articles of Association.

HM Treasury has agreed that it shall not be entitled to exercise its option to convert B shares into ordinary shares to the extent that it holds more than 75 per cent of the ordinary shares of the company or to the extent that the exercise of such option would result in it holding more than 75 per cent of the ordinary shares of the company.

HM Treasury has agreed that it shall not be entitled to vote the B shares or the Dividend Access Share to the extent that votes cast on such B shares and the Dividend Access Share, together with any other votes which HM Treasury is entitled to cast in respect of any other ordinary shares held by or on behalf of HM Treasury, would exceed 75 per cent of the total votes eligible to be cast on a resolution proposed at a general meeting of the company.

For as long as it is a substantial shareholder of the company (within the meaning of the UKLA's Listing Rules), HM Treasury has undertaken not to vote on related party transaction resolutions at general meetings and to direct that its affiliates do not so vote.

Accession Agreement and the UK Asset Protection Scheme Terms and Conditions
The company acceded to the APS through an accession agreement (the "Accession Agreement") entered into with HM Treasury, which became effective on 22 December 2009. Supplemental agreements were signed on 27 August 2010, 20 December 2010, 25 January 2011, 10 February 2011, 30 June 2011, 22 July 2011 and 18 August 2011. The Accession Agreement incorporates by reference the terms and conditions of the APS set out in the document entitled ‘UK Asset Protection Scheme Terms and Conditions’ which is available on HM Treasury's website (the ‘Scheme Conditions’). The Accession Agreement which incorporates the Scheme Conditions is accounted for as a credit derivative and it tailors the APS to the company (by, amongst other things, setting applicable bank-specific thresholds and addressing various other bank-specific issues).

Under the APS, HM Treasury is liable to make payments to the company in respect of a pre-defined pool of assets and exposures (the "Covered Assets"). Payments under the APS are intended to protect the company, over time, for 90% of the amount by which cumulative losses on the whole portfolio of Covered Assets (as reduced by cumulative recoveries on the portfolio) exceed a fixed first loss threshold of £60 billion. Cumulative losses (as reduced by cumulative recoveries) below the first loss threshold, and a 10% vertical slice of any cumulative losses (as reduced by cumulative recoveries) exceeding the first loss threshold, are for the account of the company.

Protection under the APS is, subject to various requirements under the Scheme Conditions, provided in respect of the Covered Assets on the company's consolidated balance sheet as at 31 December 2008 with an aggregate covered amount of £282 billion (the covered pool has since reduced substantially). Protection under the APS may be lost or limited in certain specified circumstances, including the failure of a Covered Asset to satisfy certain asset eligibility criteria set out in the Scheme Conditions.

During the life of the APS, the company will pay HM Treasury a non-refundable annual fee (payable in advance) of £700 million per annum for the first three years of the APS and £500 million per annum until the earlier of (i) the date of termination of the APS and (ii) 31 December 2099. The annual fee can, subject to HM Treasury's consent, be paid wholly or partly by means of the waiver of certain UK tax reliefs that are treated as deferred tax assets or funded by the issuance of additional B shares to HM Treasury.

The company has the right, in certain circumstances, to withdraw from the APS permanently all or part of a Covered Asset. In addition, the company contractually has the right to terminate the APS exercisable at any time provided that the FSA has confirmed in writing to HM Treasury that it has no objection to the proposed termination. An exit fee and, potentially, a refund of HM Treasury's net payments under the APS may be payable by the company upon such termination. The Scheme Conditions also contain various provisions and restrictions on the management and administration of the Covered Assets and certain related assets. The company is obliged to manage certain such assets (those that are identified by reference to a ‘focus list’) in accordance with the asset management objective, which is to maximise the expected net present value of such assets (discounted at an HM Treasury rate), including by minimising losses and potential losses and maximising recoveries and potential recoveries. The company also has monitoring and reporting obligations under the Scheme Conditions which are aimed at transparency in respect of the Covered Assets to enable HM Treasury to manage and assess its exposure under the APS. In addition, the company has to establish a separate governance structure for the purposes of the APS. Further, the Scheme Conditions and the Accession Agreement also contain requirements for the development of a remuneration policy for the Group and specific remuneration requirements for certain officers and employees of the company.

 
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HM Treasury has the right to appoint one or more step-in managers to exercise extensive step-in rights in relation to all or some of the Covered Assets upon the occurrence of certain specified trigger events.

Certain Scheme Conditions are subject to modification at any time with retrospective effect at the discretion of HM Treasury without the company's consent. The modification rights arise broadly and subject to certain conditions where the operation, interpretation or application of such Scheme Conditions conflicts with any of the overriding general principles set out in the Scheme Conditions.

There are material restrictions on the form and substance of announcements or public statements (including any required by law or the rules of any securities exchange) made by the Group in relation to the APS or to HM Treasury in connection with the APS without HM Treasury's consent.

In connection with its participation in the APS, the company has agreed to a number of behavioural commitments in respect of lending for businesses in the UK, personal current accounts in the UK as well as to develop and implement a capital optimisation exercise designed to increase the Group’s Core Tier 1 capital.

The Tax Loss Waiver
On 26 November 2009, the company entered into three agreements (together comprising the Tax Loss Waiver) which provide the right, at the company’s option, subject to HM Treasury consent, to satisfy all or part of the annual fee in respect of the APS or the Contingent Subscription arrangement, and the exit fee payable in connection with any termination of the Group’s participation in the APS (but not the refund of the net payments it has received from HM Treasury under the APS), by waiving the entitlement to certain UK tax reliefs that are treated as deferred tax assets. The Tax Loss Waiver contains undertakings designed to prevent the Group from engaging in arrangements which have a main purpose of reducing the net cost to the Group of any waiver of tax reliefs pursuant to the Tax Loss Waiver.

State Aid Commitment Deed
As a result of the State Aid granted to the company, it was required to work with HM Treasury to submit a State Aid restructuring plan to the European Commission, which has now been approved under the State Aid rules. The company has agreed a series of measures to be implemented over a four year period, which supplement the measures in the company's strategic plan.

The Group entered into a State Aid Commitment Deed with HM Treasury which provides that the Group will comply or procure compliance with these measures and behavioural commitments. The Group agreed to do all acts and things necessary to ensure HM Treasury's compliance with its obligations under any European Commission decision approving State Aid to the Group.

The State Aid Commitment Deed also provides that if the European Commission adopts a decision that the UK Government must recover any State Aid (a "Repayment Decision") and the recovery order of the Repayment Decision has not been annulled or suspended by the Court of First Instance (now the General Court) or the European Court of Justice, then the Group must repay HM Treasury any aid ordered to be recovered under the Repayment Decision.

The State Aid Commitment Deed also provides for the Group's undertakings in respect of State Aid to be modified in certain limited circumstances. However, HM Treasury has undertaken that it will not, without the consent of the Group, agree modifications to the Group's undertakings with respect to State Aid which are significantly more onerous to the Group than those granted in order to obtain the State Aid approval.
 
State Aid Costs Reimbursement Deed
Under the State Aid Costs Reimbursement Deed, the Group has agreed to reimburse HM Treasury for fees, costs and expenses associated with the State Aid and State Aid approval.

Sale of RBS England and Wales and NatWest Scotland branch based business to Santander UK plc
On 4 August 2010, the Royal Bank, NatWest Plc and National Westminster Home Loans Limited entered into a Sale and Purchase Agreement with Santander UK plc pursuant to which the Royal Bank, NatWest Plc and National Westminster Home Loans Limited agreed to sell 311 Royal Bank of Scotland branded branches in England and Wales, seven NatWest branded branches in Scotland, the retail and SME customer accounts attached to these branches, the Direct SME business, and certain mid-corporate businesses and associated assets and liabilities to Santander UK plc for a premium of £350 million to net assets at closing. The parties agreed certain amendments to the Sale and Purchase Agreement on 30 August 2011. The consideration will be paid in cash and is subject to certain closing adjustments, including those relating to the performance of the business. The transaction is subject to regulatory, anti-trust and other conditions.
 
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Material contracts continued
RBS Sempra Commodities JV sales
On 16 February 2010, the Group announced that RBS Sempra Commodities JV, a joint venture owned by the Royal Bank and Sempra Energy, had agreed to sell to J.P. Morgan Ventures Energy Corporation (JPMorgan) its metals, oils and European energy business lines. The Group announced completion of the transaction on 2 July 2010, for a total cash consideration of US$1.6 billion, post interim distributions of which the company's share is approximately 47 per cent.

On 20 September 2010, the Group announced that RBS Sempra Commodities JV had agreed to sell its Sempra Energy Solutions business line to Noble Americas Gas & Power Corp. for consideration of approximately US$317 million in cash, plus the assumption of approximately US$265 million in debt. The Group’s share of the consideration is approximately 51 per cent, or US$162 million. The transaction closed on 1 November 2010.

On 7 October 2010, the Group announced that RBS Sempra Commodities JV had agreed to sell substantial assets of its commodities trading North American Power and Gas business lines to JPMorgan. The transaction closed on 1 December 2010 and JPMorgan acquired these net assets for consideration of US$220 million in cash based on the 30 June 2010 balance sheet, of which the Group’s share is approximately 51 per cent, i.e. US$112 million. The value of the gross assets acquired by JPMorgan was US$6 billion (unaudited) as of 30 June 2010.

Sale of Global Merchant Services business
On 6 August 2010, the Royal Bank, Citizens Financial Group, Inc., RBS Netherlands Holdings B.V., Ulster Bank Limited, Ulster Bank Ireland Limited, NatWest Plc and Ship Bidco Limited (a company representing Advent International (‘Advent’) and Bain Capital (‘Bain’) which has now changed its name to WorldPay (UK) Limited) entered into a Transfer Agreement pursuant to which the Royal Bank (either directly or through its group companies) sold 80.01 per cent of its Global Merchant Services business for an enterprise value of up to £2.025 billion. Approximately £1.45 billion (subject to customary post-closing adjustments) was received in cash on closing of the sale of the 80.01 per cent interest. Up to £200 million is receivable in the future if the returns realised by Advent and Bain exceed certain thresholds. The sale completed on 30 November 2010.

The Royal Bank, in its capacity as holder of a retained interest in the Global Merchant Services business, also entered into an Investment Agreement on 6 August 2010 (subsequently amended and restated on 29 November 2010) with Ship Bidco Limited (now WorldPay (UK) Limited), certain other acquisition vehicles, specified management and funds operated by Advent International and Bain Capital relating to the operations of the joint venture company which is the uppermost of the intermediate acquisition vehicles and the ultimate parent company of WorldPay (UK) Limited. The interests of the Royal Bank are insufficient to block major decisions of this joint venture company at the shareholder or board level.

Sale of RBS Aviation Capital to Sumitomo Mitsui Banking Corporation
On 16 January 2012, the Royal Bank and Sumitomo Mitsui Banking Corporation (SMBC) entered into a Sale and Purchase Agreement pursuant to which the Royal Bank agreed to sell its aircraft leasing business, RBS Aviation Capital, to SMBC, acting on behalf of a consortium comprising its parent, Sumitomo Mitsui Financial Group, and Sumitomo Corporation. As a result of the sale, the consortium will acquire RBS Aviation Capital for an approximate consideration of US$7.3 billion (£4.7 billion). The consideration will be paid in cash and will be subject to certain closing adjustments. The transaction is subject to regulatory and anti-trust conditions and it is expected that the sale will complete before the end of the third quarter of 2012.

 
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ADR payment information
Fees paid by ADR holders
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees.

The depository may collect its annual fee for depository services by deductions from cash distributions or by directly billing investors or by changing the book-entry system accounts of participants acting for them. The depository may generally refuse to provide fee-attracting services until its fees for those services are paid.

 
 
Persons depositing or withdrawing shares must pay:
For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
·      Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property.
   
 
·      Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates.
   
$0.02 (or less) per ADS
·      Any cash distribution to ADS registered holders.
   
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs
·      Distribution of securities distributed to holders of securities of deposited securities to ADS registered holders.
   
Registration or transfer fees
·      Transfer and registration of shares on our share register to or from the name of the depository or its agent when you deposit or withdraw shares.
   
Expenses of the depository
·      Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement).
   
 
·      Converting foreign currency to U.S. dollars.
   
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes
·      As necessary.
 
   
Any charges incurred by the depository or its agents for servicing the deposited securities
·      As necessary.

Fees payable by the depository to the issuer
Fees incurred in past annual Period
From 1 January 2011 to 31 December 2011, the company received from the depository $300,000 for continuing annual stock exchange listing fees, standard out-of-pocket maintenance costs for the ADRs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend cheques, electronic filling of U.S. Federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.

Fees to be paid in the future.
The bank of New York Mellon, as depository, has agreed to reimburse the Company for expenses they incur that are related to establishment and maintenance expenses of the ADS program. The depository has agreed to reimburse the Company for its continuing annual stock exchange listing fees, the depository has also agreed to pay the standard out-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim reports, printing and distributing dividend cheques, electronic filing of U.S. federal tax information, mailing required tax forms, stationary, postage, facsimile, and telephone calls. It has also agreed to reimburse the Company annually for certain investor relationship programs of special investor relations promotional activities. In certain instances, the depository has agreed to provide additional payments to the Company based on any applicable performance indicators relating to the ADR facility. There are limits on the amount of expenses for which the depository will reimburse the Company, but the amount of reimbursement available to the Company is not necessarily tied to the amount of fees the depository collects from investors.
 
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Risk factors
Set out below are certain risk factors which could adversely affect the Group's future results and cause them to be materially different from expected results. The Group's results could also be affected by competition and other factors. The factors discussed in this report should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties.

The Group’s businesses and performance can be negatively affected by actual or perceived global economic and financial market conditions and by other geopolitical risks
The Group’s businesses and performance are affected by local and global economic conditions and perceptions of those conditions and future economic prospects. The outlook for the global economy over the near to medium - term remains challenging and many forecasts predict at best only stagnant or modest levels of gross domestic product (GDP) growth across a number of the Group’s key markets over that period. In the UK, latest estimates suggest the economy grew by only 1% in 2011, while the current consensus of forecasts predicts GDP growth of just 0.5% in 2012. GDP in the European Monetary Union (EMU) in 2011 was estimated to have grown by 1.6% in 2011 (although this was mainly boosted by Germany, the EMU’s largest economy, which grew by 3%). While the German economy has proven to be relatively robust, austerity measures in many EMU economies, initiated in response to increased sovereign debt risk, have resulted in weak economic and GDP growth. Economic growth in the EMU is predicted to fall in 2012 by 0.3% (source: Consensus Economics Inc, Eurostat, ONS). Despite significant interventions by governments and other non-governmental bodies during and since the financial crisis in 2008/2009, capital and credit markets around the world continue to be volatile and be subject to intermittent and prolonged disruptions. In particular, increasingly during the second half of 2011, a heightened risk of sovereign default relating to certain EU member states has had a negative impact on capital and credit markets. Such challenging economic and market conditions have exerted downward pressure on asset prices and on credit availability and upward pressure on funding costs, and continue to impact asset recovery rates and the credit quality of the Group’s businesses, customers and counterparties, including sovereigns. In particular, the Group has significant exposure to customers and counterparties within the EU (including the UK and Ireland), which includes sovereign debt exposures that have been, and may in the future be, affected by restructuring of their terms, principal, interest and maturity. These exposures have resulted in the Group making significant provisions and recognising significant write-downs in prior periods, which may also occur in future periods. These conditions, alone or in combination with regulatory changes or actions of market participants, may also cause the Group to experience reduced activity levels, additional write-downs and impairment charges and lower profitability, and may restrict the ability of the Group to access funding and liquidity. In particular, should the scope and severity of the adverse economic conditions currently experienced by some EU member states and elsewhere worsen, the risks faced by the Group would be exacerbated. Developments relating to the current economic conditions and unfavourable financial environment, including those discussed above, could have a material adverse effect on the Group’s business, results of operations, financial condition and prospects.

In Europe, countries such as Ireland, Italy, Greece, Portugal and Spain have been particularly affected by the recent financial and economic conditions. The perceived risk of default on the sovereign debt of those countries intensified in the latter part of 2011 particularly in relation to Greece and has continued into 2012. This raised concerns about the contagion effect such a default would have on other EU economies as well as the ongoing viability of the euro currency and the EMU. Yields on the sovereign debt of most EU member states have recently been volatile and trended upward. The EU, the European Central Bank and the International Monetary Fund have prepared rescue packages for some of the affected countries and a number of European states, including Ireland, Italy and Spain, are taking actions to stabilise their economies and reduce their debt burdens. The EU has also taken policy initiatives intended to address systemic stresses in the eurozone. Despite these actions, the long-term ratings of a majority of eurozone countries have recently been downgraded and further downgrades are possible. Furthermore, the effectiveness of these actions is not assured and the possibility remains that the euro could be abandoned as a currency by countries that have already adopted its use, or in an extreme scenario, abandonment of the euro could result in the dissolution of the EMU. This would lead to the re-introduction of individual currencies in one or more EMU member states.

The effects on the European and global economies of the potential dissolution of the EMU, exit of one or more EU member states from the EMU and the redenomination of financial instruments from the euro to a different currency, are impossible to predict fully. However, if any such events were to occur they would likely:
 
·
result in significant market dislocation;

·
heighten counterparty risk;

·
affect adversely the management of market risk and in particular asset and liability management due, in part, to redenomination of financial assets and liabilities; and

·
have a material adverse effect on the Group’s financial condition, results of operations and prospects.

By virtue of the Group’s global presence, the Group is also exposed to risks arising out of geopolitical events, such as the existence of trade barriers, the implementation of exchange controls and other measures taken by sovereign governments that can hinder economic or financial activity levels. Furthermore, unfavourable political, military or diplomatic events, armed conflict, pandemics and terrorist acts and threats, and the response to them by governments could also adversely affect levels of economic activity and have an adverse effect upon the Group’s business, financial condition and results of operations.

 
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Risk factors   continued
The Group’s ability to meet its obligations including its funding commitments depends on the Group’s ability to access sources of liquidity and funding
Liquidity risk is the risk that a bank will be unable to meet its obligations, including funding commitments, as they fall due. This risk is inherent in banking operations and can be heightened by a number of factors, including an over reliance on a particular source of wholesale funding (including, for example, short-term and overnight funding), changes in credit ratings or market-wide phenomena such as market dislocation and major disasters. Credit markets worldwide have experienced severe reductions in liquidity and term-funding during prolonged periods in recent years. In particular, funding in the interbank markets, a traditional source of unsecured short-term funding, has been severely disrupted. Although credit markets generally improved during the first half of 2011, wholesale funding markets have continued to suffer, particularly for European banks as the sovereign debt crisis worsened during the second half of 2011. As a result, a number of banks were reliant on central banks as their principal source of liquidity and central banks increased their support provisions to banks with the European Central Bank providing significant liquidity in the last few months of 2011 (including long-term refinancing operations facilities (offering loans with a term of up to three years) and broader access to US dollar funding). Although these efforts appear to be having a positive impact, global credit markets remain disrupted. The market perception of bank credit risk has changed significantly recently and banks that are deemed by the market to be riskier have had to issue debt at a premium to the equivalent cost of debt for other banks that are perceived by the market as being less risky. Any uncertainty regarding the perception of credit risk across financial institutions may lead to further reductions in levels of interbank lending and associated term maturities and may restrict the Group’s access to traditional sources of liquidity.

The Group’s liquidity management focuses, among other things, on maintaining a diverse and appropriate funding strategy for its assets in line with the Group’s wider strategic plan. At certain times during periods of liquidity stress, the Group has been required to rely on shorter-term and overnight funding with a consequent reduction in overall liquidity, and to increase its recourse to liquidity schemes provided by central banks. Such schemes require the pledging of assets as collateral, the eligibility and valuation of which is determined by the applicable central bank. Changes to these valuations or eligibility criteria can negatively impact the available assets and reduce available liquidity access particularly during periods of stress when such lines may be needed most. Further tightening of credit markets could have a materially adverse impact on the Group. There is also a risk that corporate and financial institution counterparties may seek to reduce their credit exposures to banks and other financial institutions, which may cause funding from these sources to no longer be available. There is also likely to be increased competition for funding due to the significant levels of refinancing expected to be required by financial institutions during 2012, which may also reduce the level of funding available from these sources. Under such circumstances, the Group may need to seek funds from alternative sources potentially at higher costs than has previously been the case or may be required to consider disposals of other assets not previously identified for disposal to reduce its funding commitments.

In the context of its liquidity management efforts, the Group has sought to increase the average maturity of its wholesale funding, which has had the effect of increasing the Group’s overall cost of funding. In addition, the Group expects to proportionately increase its reliance on longer-term secured funding, such as covered bonds.

Like many banking groups, the Group relies increasingly on customer deposits to meet a considerable portion of its funding and it is actively seeking to increase the proportion of its funding represented by customer deposits. However, such deposits are subject to fluctuation due to certain factors outside the Group’s control, such as a loss of confidence, increasing competitive pressures for retail customer deposits or the encouraged or mandated repatriation of deposits by foreign wholesale or central bank depositors, which could result in a significant outflow of deposits within a short period of time. There is currently heavy competition among UK banks for retail customer deposits, which has increased the cost of procuring new deposits and impacted the Group’s ability to grow its deposit base and such competition is expected to continue. An inability to grow, or any material decrease in, the Group’s deposits could, particularly if accompanied by one of the other factors described above, have a materially adverse impact on the Group’s ability to satisfy its liquidity needs.

The occurrence of any of the risks described above could have a material adverse impact on the Group’s financial conditions and results of operations.

The Independent Commission on Banking has published its final report on competition and possible structural reforms in the UK banking industry. The UK Government has indicated that it supports and intends to implement the recommendations substantially as proposed, which could have a material adverse effect on the Group
The Independent Commission on Banking (ICB) was appointed by the UK Government in June 2010 to review possible structural measures to reform the UK banking system in order to promote, amongst other things, stability and competition. The ICB published its final report to the Cabinet Committee on Banking Reform on 12 September 2011, which set out the ICB’s views on possible reforms to improve stability and competition in UK banking. The final report made a number of recommendations, including in relation to (i) the implementation of a ring-fence of retail banking operations, (ii) increased loss absorbency (including bail-in i.e. the ability to write-down debt or convert it into an issuer’s ordinary shares in certain circumstances) and (iii) promotion of competition. On 19 December 2011 the UK Government published its response to the final report and indicated its support and intention to implement the recommendations set out in the final report substantially as proposed. The UK Government indicated that it will work towards putting in place the necessary legislation by May 2015, requiring compliance as soon as practicable thereafter and a final deadline for full implementation of 2019. The Group will continue to participate in the debate and to consult with the UK Government on the implementation of the recommendations set out in the final report and in the UK Government’s response, the effects of which could have a material adverse effect on the Group’s structure, results of operations, financial condition and prospects.

 
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The Group’s ability to implement its strategic plan depends on the success of the Group’s refocus on its core strengths and its balance sheet reduction programme
As a result of the global economic and financial crisis that began in 2008 and the changed global economic outlook, the Group is engaged in a financial and core business restructuring which is focused on achieving appropriate risk-adjusted returns under these changed circumstances, reducing reliance on wholesale funding and lowering exposure to capital-intensive businesses. A key part of this restructuring is the programme announced in February 2009 to run-down and sell the Group’s non-core assets and businesses and the continued review of the Group’s portfolio to identify further disposals of certain non-core assets and businesses. Assets identified for this purpose and allocated to the Group’s Non-Core division totalled £258 billion, excluding derivatives, at 31 December 2008. At 31 December 2011, this total had reduced to £93.7 billion (31 December 2010 - £137.9 billion), excluding derivatives, as further progress was made in business disposals and portfolio sales during the course of 2011. This balance sheet reduction programme continues alongside the disposals under the State Aid restructuring plan approved by the European Commission. As part of its core business restructuring, in January 2012 the Group announced changes to its wholesale banking operations, including the reorganisation of its wholesale businesses and the exit and downsizing of selected existing activities (including cash equities, corporate banking, equity capital markets, and mergers and acquisitions).

Because the ability to dispose of assets and the price achieved for such disposals will be dependent on prevailing economic and market conditions, which remain challenging, there is no assurance that the Group will be able to sell or run-down (as applicable) those remaining businesses it is seeking to exit either on favourable economic terms to the Group or at all. In addition, material tax liabilities could arise on the disposal of assets. Furthermore, there is no assurance that any conditions precedent agreed will be satisfied, or consents and approvals required will be obtained in a timely manner, or at all. There is consequently a risk that the Group may fail to complete such disposals by any agreed longstop date.

The Group may be liable for any deterioration in businesses being sold between the announcement of the disposal and its completion, which period may be lengthy and may span many months. In addition, the Group may be exposed to certain risks until completion, including risks arising out of ongoing liabilities and obligations, breaches of covenants, representations and warranties, indemnity claims, transitional services arrangements and redundancy or other transaction related costs.

The planned reorganisation, exit and downsizing of business activities announced in January 2012 will be time intensive and costly, the extent to which is not fully ascertainable. The process of implementing these changes may result in further disruption to the Group and the businesses it is trying to exit or downsize.

The occurrence of any of the risks described above could negatively affect the Group’s ability to implement its strategic plan and could have a material adverse effect on the Group’s business, results of operations, financial condition, capital ratios and liquidity.

The occurrence of a delay in the implementation of (or any failure to implement) the approved proposed transfers of a substantial part of the business activities of RBS N.V. to the Royal Bank may have a material adverse effect on the Group
As part of the restructuring of its businesses, operations and assets, on 19 April 2011, the Group announced the proposed transfers of a substantial part of the business activities of RBS N.V. to the Royal Bank. Subject to, among other matters, regulatory and other approvals , it is expected that the proposed transfers will be implemented on a phased basis over a period ending 31 December 2013. A large part of the proposed transfers is expected to have taken place by the end of 2012. On 17 October 2011, the Group completed the transfer of a substantial part of the UK activities of RBS N.V. to the Royal Bank pursuant to Part VII of FSMA.

The process for implementing the proposed transfers is complex and any failure to satisfy any conditions or complete any preliminary steps to each proposed transfer may cause a delay in its completion (or result in its non-completion). If any of the proposed transfers are delayed (or are not completed) for any reason, such as a failure to secure required regulatory approvals, it is possible that the relevant regulatory authorities could impose sanctions which could adversely impact the minimum regulatory requirements for capital and liquidity of RBS N.V. and the Royal Bank. In addition, the FSA may impose additional capital and liquidity requirements in relation to the Royal Bank to the extent that such a delay in implementation (or non-completion) of any of the proposed transfers has consequential financial implications for the Royal Bank (for example increased intra-group large exposures). A delay in implementation of (or any failure to implement) any of the proposed transfers may therefore adversely impact RBS N.V.’s and the Royal Bank’s capital and liquidity resources and requirements, with consequential adverse impacts on their funding resources and requirements.

The occurrence of a delay in the implementation of (or any failure to implement) any of the proposed transfers may therefore have a material adverse effect on the Group’s business, results of operations and financial condition.

 
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Risk factors   continued
The Group is subject to a variety of risks as a result of implementing the State Aid restructuring plan and is prohibited from making discretionary dividend or coupon payments on existing hybrid capital instruments (including preference shares and B Shares) which may impair the Group’s ability to raise new Tier 1 capital
The Group was required to obtain State Aid approval for the aid given to the Group by HM Treasury as part of the placing and open offer undertaken by the Group in December 2008, the issuance to HM Treasury of £25.5 billion of B shares in the capital of the Group which are, subject to certain terms and conditions, convertible into ordinary shares in the share capital of the Group and a contingent commitment by HM Treasury to subscribe for up to an additional £8 billion of B Shares if certain conditions are met and the Group’s participation in the Asset Protection Scheme (APS). In that context, as part of the terms of the State Aid approval, the Group, together with HM Treasury, agreed the terms of a restructuring plan.

As part of the State Aid restructuring plan, there is a prohibition on the making of discretionary dividend (including on preference shares and B shares) or coupon payments on existing hybrid capital instruments for a two year period which ends on 30 April 2012. These restrictions prevent the Group, the Royal Bank and other Group companies (other than companies in the RBS Holdings N.V. group (which was renamed from ABN AMRO Holding N.V. on 1 April 2010), which are subject to different restrictions) from paying discretionary dividends on their preference shares and discretionary coupons on other Tier 1 securities, and the Group from paying dividends on its ordinary shares, for the same duration, and it may impair the Group’s ability to raise new capital through the issuance of ordinary shares and other securities issued by the Group.

The Group is subject to a variety of risks as a result of implementing the State Aid restructuring plan, including required asset disposals. In particular, the Group agreed to undertake a series of measures to be implemented over a four year period from December 2009, including the disposal of all or a controlling portion of RBS Insurance (with disposal of its entire interest in RBS Insurance required by 31 December 2014), Global Merchant Services (GMS), its interest in RBS Sempra Commodities LLP, and the Royal Bank branch-based business in England and Wales and the NatWest branches in Scotland, along with the direct and other small and medium-size enterprise (SME) customers and certain mid-corporate customers across the UK. While the disposal of GMS is completed  and the disposal of RBS Sempra Commodities is largely completed, the sale processes in respect of the Royal Bank and NatWest branch-based business and RBS Insurance continue to progress. There is no assurance that the price that the Group receives or has received for any assets sold pursuant to the State Aid restructuring plan will be or has been at a level the Group considers adequate or which it could obtain in circumstances in which the Group was not required to sell such assets in order to implement the State Aid restructuring plan or if such sale were not subject to the restrictions contained in the terms thereof. Further, if the Group fails to complete any of the required disposals within the agreed timeframes for such disposals, under the terms of the State Aid approval, a divestiture trustee may be empowered to conduct the disposals, with the mandate to complete the disposal at no minimum price.

Furthermore, if the Group is unable to comply with the terms of the State Aid approval, it could constitute a misuse of aid. In circumstances where the European Commission doubts that the Group is complying with the terms of the State Aid approval, it may open a formal investigation. At the conclusion of any such investigation, if the European Commission decided that there had been misuse of aid, it could issue a decision requiring HM Treasury to recover the misused aid, which could have a material adverse impact on the Group.

In implementing the State Aid restructuring plan, the Group has lost, and will continue to lose , existing customers, deposits and other assets (both directly through the sale and potentially through the impact on the rest of the Group’s business arising from implementing the State Aid restructuring plan) and the potential for realising additional associated revenues and margins that it otherwise might have achieved in the absence of such disposals. Further, the loss of such revenues and related income may extend the time period over which the Group may pay any amounts owed to HM Treasury under the APS or otherwise. The implementation of the State Aid restructuring plan may also result in disruption to the retained business and give rise to significant strain on management, employee, operational and financial resources, impacting customers and employees and giving rise to separation costs which could be substantial.

The implementation of the State Aid restructuring plan may result in the emergence of one or more new viable competitors or a material strengthening of one or more of the Group’s existing competitors in the Group’s markets. The effect of this on the Group’s future competitive position, revenues and margins is uncertain and there could be an adverse effect on the Group’s operations and financial condition and its business generally.

The occurrence of any of the risks described above could have a material adverse effect on the Group’s business, results of operations, financial condition, capital position and competitive position.
 
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The Group and its UK bank subsidiaries may face the risk of full nationalisation or other resolution procedures under the Banking Act 2009 which may result in various actions being taken in relation to any securities
Under the Banking Act 2009, substantial powers have been granted to HM Treasury, the Bank of England and the FSA (together, the “Authorities”) as part of a special resolution regime. These powers enable the Authorities to deal with and stabilise UK incorporated institutions with permission to accept deposits pursuant to Part IV of the FSMA that are failing, or are likely to fail, to satisfy the threshold conditions (within the meaning of section 41 of the FSMA, which are the conditions that a relevant entity must satisfy in order to obtain its authorisation to perform regulated activities). The special resolution regime consists of three stabilisation options: (i) transfer of all or part of the business of the relevant entity and/or the securities of the relevant entity to a private sector purchaser; (ii) transfer of all or part of the business of the relevant entity to a “bridge bank” wholly-owned by the Bank of England; and (iii) temporary public ownership (nationalisation) of the relevant entity. HM Treasury may also take a holding company of the relevant entity into temporary public ownership where certain conditions are met. The Banking Act also provides for two new insolvency and administration procedures for relevant entities. Certain ancillary powers include the power to modify (including imposing additional obligations) and cancel certain contractual arrangements in certain circumstances.

If HM Treasury decides to take the Group into temporary public ownership pursuant to the powers granted under the Banking Act, it may take various actions in relation to any securities without the consent of holders of the securities. These could include: (i) transferring the securities free from any trust, liability or other encumbrance and free from any contractual, legislative or other restrictions on transfer; (ii) extinguishing any rights to acquire securities; (iii) delisting the securities; (iv) converting the securities into another form or class; or (v) disapplying any termination or acceleration rights or events of default under the terms of the securities which would be triggered by the transfer or certain related events.

Where HM Treasury makes a share transfer order in respect of securities issued by a holding company of a relevant entity, HM Treasury may make an order providing for the property, rights or liabilities of the holding company or of any relevant entity in the holding company group to be transferred and where such property is held on trust, removing or altering the terms of such trust.

Although the Banking Act includes provisions related to compensation in respect of transfer instruments and orders made under it (including securities that are transferred with respect to a relevant entity) there can be no assurance that compensation would be assessed to be payable or that any compensation would be recovered promptly and/or would equal any loss actually incurred. HM Treasury is also empowered by order to amend the law (including with retrospective effect) for the purpose of enabling the powers under the special resolution regime to be used effectively. In general, there is considerable uncertainty about the scope of the powers afforded to the Authorities under the Banking Act and how the Authorities may choose to exercise them. However, potential impacts may include full nationalisation of the Group, the total loss of value of securities and the inability of the Group to perform its obligations under its securities.

The financial performance of the Group has been, and continues to be, materially affected by deteriorations in borrower and counterparty credit quality and further deteriorations could arise due to prevailing economic and market conditions and legal and regulatory developments
The Group has exposure to many different industries and counterparties, and risks arising from actual or perceived changes in credit quality and the recoverability of monies due from borrowers and counterparties are inherent in a wide range of the Group’s businesses. In particular, the Group has significant exposure to certain individual counterparties in weakened business sectors and geographic markets and also has concentrated country exposure in the UK, the US and across the rest of Europe (particularly Ireland) and within certain business sectors, namely personal finance, financial institutions and commercial real estate. For a discussion of the Group’s exposure to country risk see pages 166 to 186. Furthermore, the Group expects its exposure to the UK to increase proportionately as its business becomes more concentrated in the UK, with exposures generally being reduced in other parts of its business as it implements its strategy, including the reduction of , and exit from , certain businesses in its GBM business.

The Group may continue to see adverse changes in the credit quality of its borrowers and counterparties, for example as a result of their inability to refinance their debts, with increasing delinquencies, defaults and insolvencies across a range of sectors and in a number of geographic markets. Since the credit quality of the Group’s borrowers and counterparties is impacted by prevailing economic and market conditions and by the legal and regulatory landscape in their respective markets, a significant deterioration in economic and market conditions or changes to legal or regulatory landscapes could worsen borrower and counterparty credit quality and also impact the Group’s ability to enforce contractual security rights. In addition, the Group’s credit risk is exacerbated when the collateral it holds cannot be realised or is liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure that is due to the Group, which is most likely to occur during periods of illiquidity and depressed asset valuations, such as those experienced in recent years. Any such losses could have an adverse effect on the Group’s results of operations and financial condition.



 
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Risk factors   continued
Financial services institutions that deal with each other are inter-related as a result of trading, investment, clearing, counterparty and other relationships. Within the financial services industry, the default of any one institution could lead to defaults by other institutions. Concerns about, or a default by, one institution could lead to significant liquidity problems and losses or defaults by other institutions, as the commercial and financial soundness of many financial institutions may be closely related as a result of this credit, trading, clearing and other relationships. Even the perceived lack of creditworthiness of, or questions about, a counterparty may lead to market-wide liquidity problems and losses for, or defaults by , the Group. This systemic risk may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges with which the Group interacts on a daily basis, all of which could have a material adverse effect on the Group’s access to liquidity or could result in losses which could have a material adverse effect on the Group’s financial condition, results of operations and prospects .

In the US during recent years, there has been disruption in the ability of certain financial institutions to complete foreclosure proceedings in a timely manner (or at all), including as a result of interventions by certain states and local governments. This disruption has lengthened the time to complete foreclosures, increased the backlog of repossessed properties and, in certain cases, has resulted in the invalidation of purported foreclosures. In addition, a number of other financial institutions have experienced increased repurchase demands in respect of US mortgage loans or other related securities originated and sold. However, the Group has not experienced a significant volume of repurchase demands in respect of similar loans or related securities it originated or sold and has not ceased any of its US foreclosure activities.

The trends and risks affecting borrower and counterparty credit quality have caused, and in the future may cause, the Group to experience further and accelerated impairment charges, increased repurchase demands, higher costs, additional write-downs and losses for the Group and an inability to engage in routine funding transactions.

The Group’s earnings and financial condition have been, and its future earnings and financial condition may continue to be, materially affected by depressed asset valuations resulting from poor market conditions
Financial markets continue to be subject to significant stress conditions, where steep falls in perceived or actual asset values have been accompanied by a severe reduction in market liquidity, as exemplified by losses arising out of asset-backed collateralised debt obligations, residential mortgage-backed securities and the leveraged loan market. In dislocated markets, hedging and other risk management strategies may not be as effective as they are in normal market conditions due in part to the decreasing credit quality of hedge counterparties. Severe market events have resulted in the Group recording large write-downs on its credit market exposures in recent years. Any deterioration in economic and financial market conditions could lead to further impairment charges and write-downs. Moreover, market volatility and illiquidity (and the assumptions, judgements and estimates in relation to such matters that may change over time and may ultimately not turn out to be accurate) make it difficult to value certain of the Group’s exposures. Valuations in future periods, reflecting, among other things, then prevailing market conditions and changes in the credit ratings of certain of the Group’s assets, may result in significant changes in the fair values of the Group’s exposures, even in respect of exposures, such as credit market exposures, for which the Group has previously recorded write-downs. In addition, the value ultimately realised by the Group may be materially different from the current or estimated fair value. Any of these factors could require the Group to recognise further significant write-downs in addition to those already recorded or realised or realise increased impairment charges, which may have a material adverse effect on its financial condition, results of operations and capital ratios.

The value or effectiveness of any credit protection that the Group has purchased depends on the value of the underlying assets and the financial condition of the insurers and counterparties
The Group has credit exposure arising from over-the-counter derivative contracts, mainly credit default swaps (CDSs), and other credit derivatives, such as the APS, each of which are carried at fair value. The fair value of these CDSs, as well as the Group’s exposure to the risk of default by the underlying counterparties, depends on the valuation and the perceived credit risk of the instrument against which protection has been bought. Market counterparties have been adversely affected by their exposure to residential mortgage linked and corporate credit products, whether synthetic or otherwise, and their actual and perceived creditworthiness may deteriorate rapidly. If the financial condition of these counterparties or their actual or perceived creditworthiness deteriorates, the Group may record further credit valuation adjustments on the credit protection bought from these counterparties under the CDSs. The Group also recognises any fluctuations in the fair value of other credit derivatives, such as the APS. If market conditions improve and credit spreads for assets covered by the APS narrow, the value of the protection decreases and a loss is recognised. If credit spreads widen, the protection is more valuable, giving rise to a gain. Any such adjustments or fair value changes may have a material adverse impact on the Group’s financial condition and results of operations.
 
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Changes in interest rates, foreign exchange rates, credit spreads, bond, equity and commodity prices, basis, volatility and correlation risks and other market factors have significantly affected and will continue to affect the Group’s business and results of operations
Some of the most significant market risks the Group faces are interest rate, foreign exchange, credit spread, bond, equity and commodity prices and basis, volatility and correlation risks. Changes in interest rate levels (or extended periods of low interest rates), yield curves and spreads may affect the interest rate margin realised between lending and borrowing costs, the effect of which may be heightened during periods of liquidity stress. Changes in currency rates, particularly in the sterling-US dollar and sterling-euro exchange rates, affect the value of assets, liabilities, income and expenses denominated in foreign currencies and the reported earnings of the Group’s non-UK subsidiaries and may affect the Group’s reported consolidated financial condition or its income from foreign exchange dealing. For accounting purposes, the Group values some of its issued debt, such as debt securities, at the current market price. Factors affecting the current market price for such debt, such as the credit spreads of the Group, may result in a change to the fair value of such debt, which is recognised in the income statement as a profit or loss.

The performance of financial markets affects bond, equity and commodity prices, which has caused, and may in the future cause, changes in the value of the Group’s investment and trading portfolios. As part of its ongoing derivatives operations, the Group also faces significant basis, volatility and correlation risks, the occurrence of which are also impacted by the factors noted above. While the Group has implemented risk management methods to mitigate and control these and other market risks to which it is exposed, it is difficult, particularly in the current environment, to predict with accuracy changes in economic or market conditions and to anticipate the effects that such changes could have on the Group’s financial performance and business operations.

The Group’s borrowing costs, its access to the debt capital markets and its liquidity depend significantly on its and the UK Government’s credit ratings
The credit ratings of the Group, the Royal Bank and other Group members have been subject to change and may change in the future, which could impact their cost of, access to and sources of financing and liquidity. A number of UK and other European financial institutions, including the Group, the Royal Bank and other Group members, were downgraded during the course of 2011 in connection with a review of systemic support assumptions incorporated into bank ratings and the likelihood, in the case of UK banks, that the UK Government is more likely in the future to make greater use of its resolution tools to allow burden sharing with bondholders, and in connection with a general review of rating agencies’ methodologies.  Rating agencies continue to evaluate the rating methodologies applicable to UK and European financial institutions and any change in such rating agencies’ methodologies could materially adversely affect the credit ratings of Group companies. Any further reductions in the long-term or short-term credit ratings of the Group or one of its principal subsidiaries (particularly the Royal Bank) would increase its borrowing costs, require the Group to replace funding lost due to the downgrade, which may include the loss of customer deposits, and may also limit the Group’s access to capital and money markets and trigger additional collateral requirements in derivatives contracts and other secured funding arrangements. At 31 December 2011, a one notch downgrade in the Group’s credit rating would have required the Group to post an estimated additional £12.5 billion of collateral without taking account of mitigating action by management. Furthermore, given the extent of the UK Government ownership of the Group, any downgrade in the UK Government’s credit ratings could materially adversely affect the credit ratings of Group companies and may have the effects noted above. Credit ratings of the Group, the Royal Bank, RBS N.V., Ulster Bank Limited and Citizens Financial Group Inc. are also important to the Group when competing in certain markets, such as over-the-counter derivatives. As a result, any further reductions in the Group’s long-term or short-term credit ratings or those of its principal subsidiaries could adversely affect the Group’s access to liquidity and its competitive position, increase its funding costs and have a material adverse impact on the Group’s earnings, cash flow and financial condition.

The Group’s business performance could be adversely affected if its capital is not managed effectively or as a result of changes to capital adequacy and liquidity requirements
Effective management of the Group’s capital is critical to its ability to operate its businesses, and to pursue its strategy of returning to standalone strength. The Group is required by regulators in the UK, the US and other jurisdictions in which it undertakes regulated activities to maintain adequate capital resources. The maintenance of adequate capital is also necessary for the Group’s financial flexibility in the face of continuing turbulence and uncertainty in the global economy and specifically in its core UK, US and European markets. Accordingly, the purpose of the issuance of the £25.5 billion of B shares and the grant of the Contingent Subscription in 2009 and the previous placing and open offers completed in 2008 and 2009 was to allow the Group to strengthen its capital position.

The package of reforms to the regulatory capital framework published by the Basel Committee on Banking Supervision in December 2010 and January 2011 includes materially increasing the minimum common equity requirement and the total Tier 1 capital requirement. In addition, banks will be required to maintain, in the form of common equity (after the application of deductions), a capital conservation buffer to withstand future periods of stress, bringing the total common equity requirements to 7%. If there is excess credit growth in any given country resulting in a system-wide build-up of risk, a countercyclical buffer within a range of 0-2.5% of common equity is to be applied as an extension of the conservation buffer. In addition, a leverage ratio will be introduced, together with a liquidity coverage ratio and a net stable funding ratio. Further measures may include bail-in debt which could be introduced by statute, possibly impacting existing as well as future issues of debt and exposing them to the risk of conversion into equity and/or write-down of principal amount. Such measures would be in addition to proposals for the write-off of Tier 1 and Tier 2 debt (and its possible conversion into ordinary shares) if a bank becomes non-viable.
 
 
 
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Risk factors   continued
In November 2011, the Basel Committee proposed that global systemically important banks be subject to an additional common equity Tier 1 capital requirement ranging from 1-2.5%, depending on a bank’s systemic importance. To provide a disincentive for banks facing the highest charge to increase materially their global systemic importance in the future, an additional 1% surcharge would be applied in such circumstances.

On 4 November 2011 the Financial Stability Board published its policy framework for addressing the systemic risks associated with global systemically important financial institutions (GSIFI). In this paper the Group was identified as a GSIFI. As a result the Group will be required to meet resolution planning requirements by the end of 2012 as well as have additional loss absorption capacity of 2.5% of risk-weighted assets which will need to be met with common equity. In addition, GSIFIs are to be subjected to more intensive and effective supervision. The additional capital requirements are to be applied to GSIFIs identified in 2014 (the Financial Stability Board will update its list every three years) and phased in beginning in 2016.

The implementation of the Basel III reforms will begin on 1 January 2013; however, the requirements are subject to a series of transitional arrangements and will be phased in over a period of time, to be fully effective by 2019.

The Basel III rules have not yet been approved by the EU and their incorporation into European and national law has, accordingly, not yet taken place. On 20 July 2011, the European Commission published a legislative package of proposals (known as CRD IV) to implement the changes through the replacement of the existing Capital Requirements Directive with a new Directive and Regulation. As with Basel III, the proposals contemplate the entry into force of the new legislation from 1 January 2013, with full implementation by 1 January 2019; however the proposals allow the UK to implement the stricter definition and/or level of capital more quickly than is envisaged under Basel III.

The ICB recommendations and the UK Government’s response supporting such recommendations includes proposals to increase capital and loss absorbency to levels that exceed the proposals under Basel III/CRD IV. These requirements, as well as the other recommendations of the ICB, are expected to be phased in between 2015 and 2019. As the implementation of the ICB recommendations will be the subject of legislation not yet adopted , the Group cannot predict the impact such rules will have on the Group’s overall capital requirements or how they will affect the Group’s compliance with capital and loss absorbency requirements of Basel III/CRD IV.

To the extent the Group has estimated the indicative impact that Basel III reforms may have on its risk-weighted assets and capital ratios, such estimates are preliminary and subject to uncertainties and may change. In particular, the estimates assume mitigating actions will be taken by the Group (such as deleveraging of legacy positions and securitisations, including non-core, as well as other actions being taken to de-risk market and counterparty exposures), which may not occur as anticipated, in a timely manner, or at all.

The Basel Committee changes and other future changes to capital adequacy and liquidity requirements in the UK and in other jurisdictions in which the Group operates, including any application of increasingly stringent stress case scenarios by the regulators in the UK, the US and other jurisdictions in which the Group undertakes regulated activities, may require the Group to raise additional Tier 1 (including Core Tier 1) and Tier 2 capital by way of further issuances of securities, and will result in existing Tier 1 and Tier 2 securities issued by the Group ceasing to count towards the Group’s regulatory capital, either at the same level as present or at all. The requirement to raise additional Core Tier 1 capital could have a number of negative consequences for the Group and its shareholders, including impairing the Group’s ability to pay dividends on or make other distributions in respect of ordinary shares and diluting the ownership of existing shareholders of the Group. If the Group is unable to raise the requisite Tier 1 and Tier 2 capital, it may be required to further reduce the amount of its risk-weighted assets and engage in the disposal of core and other non-core businesses, which may not occur on a timely basis or achieve prices which would otherwise be attractive to the Group. In addition, pursuant to the State Aid approval, should the Group’s Core Tier 1 capital ratio decline to below 5% at any time before 31 December 2014, or should the Group fall short of its funded balance sheet target level (after adjustments) for 31 December 2013 by £30 billion or more, the Group will be required to reduce its risk-weighted assets by a further £60 billion in excess of its plan through further disposals of identifiable businesses and their associated assets.

Pursuant to the acquisition and contingent capital agreement entered into between the Royal Bank and HM Treasury on 29 November 2009, the Group will also be subject to restrictions on payments on its hybrid capital instruments should its Core Tier 1 ratio fall below 6% or if it would fall below 6% as a result of such payment. At 31 December 2011, the Group’s Tier 1 and Core Tier 1 capital ratios were 13.0% and 10.6%, respectively, calculated in accordance with FSA requirements. Any change that limits the Group’s ability to manage effectively its balance sheet and capital resources going forward (including, for example, reductions in profits and retained earnings as a result of write-downs or otherwise, increases in risk-weighted assets, delays in the disposal of certain assets or the inability to syndicate loans as a result of market conditions, a growth in unfunded pension exposures or otherwise) or to access funding sources, could have a material adverse impact on its financial condition and regulatory capital position.
 
 
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The Group is and may be subject to litigation and regulatory investigations that may have a material impact on its business
The Group’s operations are diverse and complex and it operates in legal and regulatory environments that expose it to potentially significant litigation, regulatory investigation and other regulatory risk. As a result, the Group is, and may in the future be, involved in various disputes, legal proceedings and regulatory investigations in the UK, the EU, the US and other jurisdictions, including class action litigation, LIBOR related litigation and investigations and anti-money laundering, sanctions and compliance related investigations. The Group may also incur the risk of civil suits, criminal liability or regulatory actions as a result of its disclosure obligations to HM Treasury under the APS. In addition, the Group, like many other financial institutions, has come under greater regulatory scrutiny in recent years and expects that environment to continue for the foreseeable future, particularly as it relates to compliance with new and existing corporate governance, employee compensation, conduct of business, anti-money laundering and anti-terrorism laws and regulations, as well as the provisions of applicable sanctions programmes. Disputes, legal proceedings and regulatory investigations are subject to many uncertainties, and their outcomes are often difficult to predict, particularly in the early stages of a case or investigation. Adverse regulatory action or adverse judgments in litigation could result in restrictions or limitations on the Group’s operations or have a significant effect on the Group’s reputation or results of operations.

The value of certain financial instruments recorded at fair value is determined using financial models incorporating assumptions, judgements and estimates that may change over time or may ultimately not turn out to be accurate
Under International Financial Reporting Standards (IFRS), the Group recognises at fair value: (i) financial instruments classified as held-for-trading or designated as at fair value through profit or loss; (ii) financial assets classified as available-for-sale; and (iii) derivatives. Generally, to establish the fair value of these instruments, the Group relies on quoted market prices or, where the market for a financial instrument is not sufficiently active, internal valuation models that utilise observable market data. In certain circumstances, the data for individual financial instruments or classes of financial instruments utilised by such valuation models may not be available or may become unavailable due to prevailing market conditions. In such circumstances, the Group’s internal valuation models require the Group to make assumptions, judgements and estimates to establish fair value, which are complex and often relate to matters that are inherently uncertain. These assumptions, judgements and estimates will need to be updated to reflect changing facts, trends and market conditions. The resulting change in the fair values of the financial instruments has had and could continue to have a material adverse effect on the Group’s earnings and financial condition.

The Group operates in markets that are highly competitive and its business and results of operations may be adversely affected
The competitive landscape for banks and other financial institutions in the UK, the US and throughout the rest of Europe is subject to rapid change and recent regulatory and legal changes are likely to result in new market participants and changed competitive dynamics in certain key areas, such as in retail banking in the UK. The competitive landscape in the UK will be particularly influenced by the recommendations on competition included in the ICB’s final report, and the UK Government’s implementation of the recommendations, as discussed above. In order to compete effectively, certain financial institutions may seek to consolidate their businesses or assets with other parties. This consolidation, in combination with the introduction of new entrants into the markets in which the Group operates, is likely to increase competitive pressures on the Group.

In addition, certain competitors may have access to lower cost funding and/or be able to attract deposits on more favourable terms than the Group and may have stronger and more efficient operations. Furthermore, the Group’s competitors may be better able to attract and retain clients and key employees, which may have a negative impact on the Group’s relative performance and future prospects. In addition, future disposals and restructurings by the Group and the compensation structure and restrictions imposed on the Group may also have an impact on its ability to compete effectively. These and other changes to the competitive landscape could adversely affect the Group’s business, margins, profitability, financial condition and prospects.

The Group could fail to attract or retain senior management, which may include members of the Board, or other key employees, and it may suffer if it does not maintain good employee relations
The Group’s ability to implement its strategy and its future success depends on its ability to attract, retain and remunerate highly skilled and qualified personnel, including its senior management, which include directors and other key employees, competitively with its peers. This cannot be guaranteed, particularly in light of heightened regulatory oversight of banks and heightened scrutiny of, and (in some cases) restrictions placed upon, management and employee compensation arrangements, in particular those in receipt of Government support (such as the Group).

In addition to the effects of such measures on the Group’s ability to retain senior management and other key employees, the marketplace for skilled personnel is becoming more competitive, which means the cost of hiring, training and retaining skilled personnel may continue to increase. The failure to attract or retain a sufficient number of appropriately skilled personnel could place the Group at a significant competitive disadvantage and prevent the Group from successfully implementing its strategy, which could have a material adverse effect on the Group’s financial condition and results of operations.

 
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Risk factors   continued
In addition, certain of the Group’s employees in the UK, continental Europe and other jurisdictions in which the Group operates are represented by employee representative bodies, including trade unions. Engagement with its employees and such bodies is important to the Group and a breakdown of these relationships could adversely affect the Group’s business, reputation and results. As the Group implements cost saving initiatives and disposes of, or runs-down, certain assets or businesses (including as part of its restructuring plans), it faces increased risk in this regard and there can be no assurance that the Group will be able to maintain good relations with its employees or employee representative bodies in respect of all matters. As a result, the Group may experience strikes or other industrial action from time to time, which could have an adverse effect on its business and results of operations and could cause damage to its reputation.

Each of the Group’s businesses is subject to substantial regulation and oversight. Significant regulatory developments, including changes in tax law, could have an adverse effect on how the Group conducts its business and on its results of operations and financial condition
The Group is subject to extensive financial services laws, regulations, corporate governance requirements, administrative actions and policies in each jurisdiction in which it operates. All of these are subject to change, particularly in the current regulatory and market environment, where there have been unprecedented levels of government intervention (including nationalisations and injections of government capital), changes to the regulations governing financial institutions and reviews of the industry, in the UK, the US and many European countries. In recent years, there has also been increasing focus in the UK, US and other jurisdictions in which the Group operates on compliance with anti-bribery, anti-money laundering, anti-terrorism and other similar sanctions regimes.

As a result of the environment in which the Group operates, increasing regulatory focus in certain areas and ongoing and possible future changes in the financial services regulatory landscape (including requirements imposed by virtue of the Group’s participation in government or regulator-led initiatives), the Group is facing greater regulation and scrutiny in the UK, the US and other countries in which it operates.

Although it is difficult to predict with certainty the effect that recent regulatory developments and heightened levels of public and regulatory scrutiny will have on the Group, the enactment of legislation and regulations in the UK, the other parts of Europe in which the Group operates and the US (such as the bank levy in the UK or the Dodd-Frank Wall Street Reform and Consumer Protection Act in the US) is likely to result in increased capital and liquidity requirements and changes in regulatory requirements relating to the calculation of capital and liquidity metrics or other prudential rules relating to capital adequacy frameworks, and may result in an increased number of regulatory investigations and actions. Any of these developments could have an adverse impact on how the Group conducts its business, applicable authorisations and licences, the products and services it offers, its reputation, the value of its assets, its funding costs and its results of operations and financial condition.

Areas in which, and examples of where, governmental policies, regulatory changes and increased public and regulatory scrutiny could have an adverse impact on the Group include those set out above as well as the following:
 
·
the transaction in the UK of regualatory and supervisory powers from the FSA to the Financial conduct Authority for conduct of business supervision and the Prudential Regulatory Authority for capital and liquidity supervision in 2013;
 
·
the monetary, fiscal, interest rate and other policies of central banks and other governmental or regulatory bodies;

·
requirements to separate retail banking from investment banking, and restrictions on proprietary trading and similar activities within a commercial bank and/or a group which contains a commercial bank;

·
the design and potential implementation of government mandated resolution or insolvency regimes;

·
the imposition of government imposed requirements with respect to lending to the UK SME market and larger commercial and corporate entities and residential mortgage lending;

·
requirements to operate in a way that prioritises objectives other than shareholder value creation;

·
changes to financial reporting standards (including accounting standards), corporate governance requirements, corporate structures and conduct of business rules;

·
the imposition of restrictions on the Group’s ability to compensate its senior management and other employees;

·
regulations relating to, and enforcement of, anti-bribery, anti-money laundering, anti-terrorism or other similar sanctions regimes;

·
rules relating to foreign ownership, expropriation, nationalisation and confiscation of assets;

·
other requirements or policies affecting the Group’s profitability, such as the imposition of onerous compliance obligations, further restrictions on business growth or pricing;

·
the introduction of, and changes to, taxes, levies or fees applicable to the Group’s operations (such as the imposition of financial activities taxes and changes in tax rates that reduce the value of deferred tax assets); and

·
the regulation or endorsement of credit ratings used in the EU (whether issued by agencies in EU member states or in other countries, such as the US).
 
 
 
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The Group’s results could be adversely affected in the event of goodwill impairment
The Group capitalises goodwill, which is calculated as the excess of the cost of an acquisition over the net fair value of the identifiable assets, liabilities and contingent liabilities acquired. Acquired goodwill is recognised initially at cost and subsequently at cost less any accumulated impairment losses. As required by IFRS, the Group tests goodwill for impairment annually, or more frequently when events or circumstances indicate that it might be impaired. An impairment test involves comparing the recoverable amount (the higher of the value in use and fair value less cost to sell) of an individual cash generating unit with its carrying value. At 31 December 2011 , the Group carried goodwill of £12.4 billion on its balance sheet. The value in use and fair value of the Group’s cash generating units are affected by market conditions and the performance of the economies in which the Group operates. Where the Group is required to recognise a goodwill impairment, it is recorded in the Group’s income statement, although it has no effect on the Group’s regulatory capital position. Any significant write-down of goodwill could have a material adverse effect on the Group’s results of operations.

The Group may be required to make further contributions to its pension schemes if the value of pension fund assets is not sufficient to cover potential obligations
The Group maintains a number of defined benefit pension schemes for past and a number of current employees. Pensions risk is the risk that the assets of the Group’s various defined benefit pension schemes which are long-term in nature do not fully match the timing and amount of the schemes’ liabilities, as a result of which the Group is required or chooses to make additional contributions to the schemes. Pension scheme liabilities vary with changes to long-term interest rates, inflation, pensionable salaries and the longevity of scheme members as well as changes in applicable legislation. The schemes’ assets comprise investment portfolios that are held to meet projected liabilities to the scheme members. Risk arises from the schemes because the value of these asset portfolios, returns from them and any additional future contributions to the schemes, may be less than expected and because there may be greater than expected increases in the estimated value of the schemes’ liabilities. In these circumstances, the Group could be obliged, or may choose, to make additional contributions to the schemes, and during recent periods, the Group has voluntarily made such contributions to the schemes. Given the recent economic and financial market difficulties and the prospect that they may continue over the near and medium term, the Group may experience increasing pension deficits or be required or elect to make further contributions to its pension schemes and such deficits and contributions could be significant and have an adverse impact on the Group’s results of operations or financial condition. The most recent funding valuation at 31 March 2010 was agreed during 2011. It showed the value of liabilities exceeded the value of assets by £3.5 billion at 31 March 2010, a ratio of assets to liabilities of 84%.

In order to eliminate this deficit, the Group will pay additional contributions each year over the period 2011 until 2018. These contributions started at £375 million per annum in 2011, will increase to £400 million per annum in 2013 and from 2016 onwards be further increased in line with price inflation. These contributions are in addition to the regular contributions of around £300 million for future accrual of benefits.

Operational risks are inherent in the Group’s businesses
The Group’s operations are dependent on the ability to process a very large number of transactions efficiently and accurately while complying with applicable laws and regulations where it does business. The Group has complex and geographically diverse operations and operational risk and losses can result from internal and external fraud, errors by employees or third parties, failure to document transactions properly or to obtain proper authorisation, failure to comply with applicable regulatory requirements and conduct of business rules (including those arising out of anti-bribery, anti-money laundering and anti-terrorism legislation, as well as the provisions of applicable sanctions programmes), equipment failures, business continuity and data security system failures, natural disasters or the inadequacy or failure of systems and controls, including those of the Group’s suppliers or counterparties. Although the Group has implemented risk controls and loss mitigation actions, and substantial resources are devoted to developing efficient procedures, to identify and rectify weaknesses in existing procedures and to train staff, it is not possible to be certain that such actions have been or will be effective in controlling each of the operational risks faced by the Group. Any weakness in these systems or controls, or any breaches or alleged breaches of such laws or regulations, could result in increased regulatory supervision, enforcement actions and other disciplinary action, and have an adverse impact on the Group’s business, applicable authorisations and licences, reputation, and results of operations. Notwithstanding anything contained in this risk factor, it should not be taken as implying that the Group will be unable to comply with its obligations as a company with securities admitted to the Official List of the UK Listing Authority (the “Official List”) nor that it, or its relevant subsidiaries, will be unable to comply with its or their obligations as supervised firms regulated by the FSA.



 
415

 
Additional information continued

Risk factors   continued
HM Treasury (or UK Financial Investments Limited (UKFI) on its behalf) may be able to exercise a significant degree of influence over the Group and any proposed offer or sale of its interests may affect the price of securities issued by the Group
The UK Government, through HM Treasury, currently holds 66.9% of the issued ordinary share capital of the Group. On 22 December 2009, the Group issued £25.5 billion of B Shares to the UK Government. The B Shares are convertible, at the option of the holder at any time, into ordinary shares. The UK Government has agreed that it shall not exercise the rights of conversion in respect of the B Shares if and to the extent that following any such conversion it would hold more than 75% of the total issued shares in the Group. Any breach of this agreement could result in the delisting of the Group from the Official List and potentially other exchanges where its securities are currently listed and traded. HM Treasury (or the UKFI on its behalf) may sell all or a part of the ordinary shares that it owns at any time. Any offers or sale of a substantial number of ordinary shares or securities convertible or exchangeable into ordinary shares by or on behalf of HM Treasury, or an expectation that it may undertake such an offer or sale, could negatively affect prevailing market prices for the securities.

In addition, UKFI manages HM Treasury’s shareholder relationship with the Group and, although HM Treasury has indicated that it intends to respect the commercial decisions of the Group and that the Group will continue to have its own independent board of directors and management team determining its own strategy, should its current intentions change, HM Treasury’s position as a majority shareholder (and UKFI’s position as manager of this shareholding) means that HM Treasury or UKFI may be able to exercise a significant degree of influence over, among other things, the election of directors and the appointment of senior management. In addition, as the provider of the APS, HM Treasury has a range of rights that other shareholders do not have. These include rights under the terms of the APS over the Group’s remuneration policy and practice. The manner in which HM Treasury or UKFI exercises HM Treasury’s rights as majority shareholder or in which HM Treasury exercises its rights under the APS could give rise to conflict between the interests of HM Treasury and the interests of other shareholders. The Board has a duty to promote the success of the Group for the benefit of its members as a whole.

The Group’s insurance businesses are subject to inherent risks involving claims
Future claims in the Group’s insurance business may be higher than expected as a result of changing trends in claims experience resulting from catastrophic weather conditions, demographic developments, changes in the nature and seriousness of claims made, changes in mortality, changes in the legal and compensatory landscape and other causes outside the Group’s control. These trends could affect the profitability of current and future insurance products and services. The Group reinsures some of the risks it has assumed and is accordingly exposed to the risk of loss should its reinsurers become unable or unwilling to pay claims made by the Group against them.

The Group’s operations have inherent reputational risk
Reputational risk, meaning the risk to earnings and capital from negative public opinion, is inherent in the Group’s business. Negative public opinion can result from the actual or perceived manner in which the Group conducts its business activities, from the Group’s financial performance, from the level of direct and indirect government support or from actual or perceived practices in the banking and financial industry. Negative public opinion may adversely affect the Group’s ability to keep and attract customers and, in particular, corporate and retail depositors. The Group cannot ensure that it will be successful in avoiding damage to its business from reputational risk.

In the UK and in other jurisdictions, the Group is responsible for contributing to compensation schemes in respect of banks and other authorised financial services firms that are unable to meet their obligations to customers
In the UK, the Financial Services Compensation Scheme (FSCS) was established under the FSMA and is the UK’s statutory fund of last resort for customers of authorised financial services firms. The FSCS can pay compensation to customers if a firm is unable or likely to be unable, to pay claims against it and may be required to make payments either in connection with the exercise of a stabilisation power or in exercise of the bank insolvency procedures under the Banking Act. The FSCS is funded by levies on firms authorised by the FSA, including the Group. In the event that the FSCS raises funds from the authorised firms, raises those funds more frequently or significantly increases the levies to be paid by such firms, the associated costs to the Group may have an adverse impact on its results of operations and financial condition. At 31 December 2011, the Group had accrued £157 million for its share of FSCS levies for the 2011/2012 and 2012/2013 FSCS years.

In addition, to the extent that other jurisdictions where the Group operates have introduced or plan to introduce similar compensation, contributory or reimbursement schemes (such as in the US with the Federal Deposit Insurance Corporation), the Group may make further provisions and may incur additional costs and liabilities, which may have an adverse impact on its financial condition and results of operations.
 
 
416

 
Additional information continued


The recoverability and regulatory capital treatment of certain deferred tax assets recognised by the Group depends on the Group’s ability to generate sufficient future taxable profits and there being no adverse changes to tax legislation, regulatory requirements or accounting standards
In accordance with IFRS, the Group has recognised deferred tax assets on losses available to relieve future profits from tax only to the extent that it is probable that they will be recovered. The deferred tax assets are quantified on the basis of current tax legislation and accounting standards and are subject to change in respect of the future rates of tax or the rules for computing taxable profits and allowable losses. Failure to generate sufficient future taxable profits or changes in tax legislation or accounting standards may reduce the recoverable amount of the recognised deferred tax assets. In April 2011, the UK Government commenced a staged reduction in the rate of UK corporation tax from 28% to 23% over a four-year period. Such a change in the applicable tax rate will reduce the recoverable amount of the recognised deferred tax assets.
 
There is currently no restriction in respect of deferred tax assets recognised by the Group for regulatory purposes. Changes in regulatory capital rules may restrict the amount of deferred tax assets that can be recognised and such changes could lead to a reduction in the Group’s Core Tier 1 capital ratio. In particular, on 16 December 2010, the Basel Committee published the Basel III rules setting out certain changes to capital requirements which include provisions limiting the ability of certain deferred tax assets to be recognised when calculating the common equity component of Tier 1 capital. CRD IV which will implement Basel III in the EU includes similar limitations. The implementation of the Basel III restrictions on recognition of deferred tax assets within the common equity component of Tier 1 are subject to a phased-in deduction starting on 1 January 2014, to be fully effective by 1 January 2018.

The Group’s participation in the APS is costly and may not produce the benefits expected and the occurrence of associated risks may have a material adverse impact on the Group’s business, capital position, financial condition and results of operations
On 22 December 2009, the Group acceded to the APS with HM Treasury acting on behalf of the UK Government. Under the APS, the Group purchased credit protection over a portfolio of specified assets and exposures of the Royal Bank and certain members of the Group (“Covered Assets”) from HM Treasury in return for an annual fee. If losses on assets covered by the APS exceed £60 billion (net of recoveries), HM Treasury will bear 90% of further losses. The costs of participating in the APS include, among others, a fee of £700 million per annum, payable in advance to HM Treasury for each of the first three years of the APS and £500 million per annum thereafter until the earlier of (i) the date of termination of the APS and (ii) 31 December 2099. In order to terminate the Group’s participation in the APS, the Group must have FSA approval and must pay an exit fee.

Ultimately, there is a risk that the amounts received under the APS may be less than the costs of participation. In addition, the aggregate effect of the joining, establishment, operational and exit costs and fees and expenses of, and associated with, the APS may significantly reduce or even eliminate the aggregate benefit of the APS to the Group.

The Group’s choice of assets or exposures to be covered by the APS was based on certain predictions and assumptions at the time of its accession to the APS. There is therefore a risk that the Covered Assets will not be those with the greatest future losses or with the greatest need for protection and the Group’s financial condition, and income from operations may still suffer due to further impairments and credit write-downs. Notwithstanding the Group’s participation in the APS, the Group remains exposed to a substantial first loss amount of £60 billion (net of recoveries) in respect of the Covered Assets and for 10% of Covered Assets losses after the first loss amount. There is therefore no assurance that the Group’s participation in the APS will achieve the Group’s goals of improving and maintaining the Group’s capital ratios in the event of further losses. Moreover, the Group continues to carry the risk of losses, impairments and write-downs with respect to assets not covered by the APS.

The APS is a unique form of credit protection over a complex range of diversified assets and exposures in a number of jurisdictions. Due to the complexity, scale and unique nature of the APS and the uncertainty resulting from the recent economic recession, there may be unforeseen issues and risks that are relevant in the context of the Group’s participation in the APS and in the impact of the APS on the Group’s business, operations and financial condition. Such risks may have a material adverse effect on the Group. The Group may also be subject to further tax liabilities in the UK and overseas in connection with the APS and the associated intra-group arrangements which would not otherwise have arisen .

As a result of the significant volume, variety and complexity of assets and exposures and the resulting complexity and extensive governance, asset management, disclosure and information requirements of the APS documents, there is a risk that the Group may have included assets or exposures within the Covered Assets which are, or may later become (including by reason of failure to comply with the requirements of the APS or resulting from the disposal of an asset or exposure), ineligible for protection under the APS or for which the protection is limited, which would reduce the anticipated benefits to the Group of the APS. Further, there is no ability to nominate additional or alternative assets or exposures in place of any which may turn out not to be covered under the APS. In addition, HM Treasury may, following consultation with the Group, modify or replace certain of the UK APS terms and conditions (the “Scheme Conditions”) in such a manner as it considers necessary (acting reasonably) in certain circumstances. Such modifications or replacements may be retrospective and may have a material adverse effect on the expected benefits of the APS and, therefore, the Group’s financial condition and results of operations.

Lastly, the APS is treated as a credit derivative accounted for at fair value, which exhibits counter-cyclical behaviour. As a result, improving market conditions result in a charge to the income statement, and vice versa. Therefore, changes in the fair value of the APS can have a significant adverse impact on the Group’s results of operations.
 
 
417

 
Additional information continued

Risk factors   continued
The extensive governance, asset management and information requirements under the Scheme Conditions may have an adverse impact on the Group and the expected benefits of the APS
There are extensive governance, asset management and information requirements under the Scheme Conditions in relation to the Covered Assets, other assets and the operations of the Group and HM Treasury also has the right to require the appointment of one or more step-in managers to exercise certain step-in rights in certain circumstances. The step-in rights are extensive and include certain oversight, investigation, approval and other rights, the right to require the modification or replacement of any of the systems, controls, processes and practices of the Group and extensive rights in relation to the direct management and administration of the Covered Assets.

If HM Treasury seeks to exercise its right to appoint one or more step-in managers in relation to the management and administration of Covered Assets held by RBS Holdings N.V. or its wholly-owned subsidiaries, RBS Holdings N.V. will, in certain circumstances, need to seek consent from the Dutch Central Bank to allow it to comply with such step-in. If this consent is not obtained by the date on which the step-in rights must be effective, and other options to effect compliance are not possible, those assets would need to be withdrawn by the Group from the APS where possible. If the Group cannot withdraw such Covered Assets from the APS, it would be likely to lose protection in respect of these assets under the APS and/or may be liable under its indemnity to HM Treasury.

Additionally pursuant to the accession agreement between HM Treasury and the Group relating to the accession to the APS, HM Treasury has the right to require the Royal Bank to appoint one or more Special Advisers (“SOC Special Advisers”) to exercise oversight functions over certain assets in the APS. On 18 June 2010, the Asset Protection Agency required that the Royal Bank appoint SOC Special Advisers in relation to certain assets and business areas in order to provide additional support to the Senior Oversight Committee of the Royal Bank. There have been four such appointments to date granting certain oversight rights in relation to certain specified assets and the work of each of the SOC Special Advisers is now substantially completed.

The obligations of the Group and the rights of HM Treasury may, individually or in the aggregate, impact the way the Group runs its business and may serve to limit the Group’s operations with the result that the Group’s business, results of operations and financial condition will suffer. In addition, the market’s reaction to such controls and limitations may have an adverse impact on the price of its securities.

Any changes to the expected regulatory capital treatment of the APS, the B Shares or the Contingent B Shares may have a material adverse impact on the Group
One of the key objectives of the APS and the issuance of £25.5 billion of B Shares and, if required, the £8 billion Contingent B Shares was to improve capital ratios at a consolidated level for the Group and at an individual level for certain relevant Group members. In that context, the Group has entered and may in the future enter into further back-to-back arrangements with Group members holding assets or exposures to be covered by the APS in order to ensure the capital ratios of these entities are also improved by virtue of the APS. However, there is a risk that the regulatory capital treatment applied by relevant regulators may differ from that assumed by the Group in respect of the APS (including any back-to-back arrangements), the treatment of the B Share issuance and the £8 billion Contingent B Shares (if required).

If participation in the APS and the issuance of £25.5 billion of B Shares and, if required, the £8 billion Contingent B Shares are not sufficient to maintain the Group’s capital ratios as expected, this could cause the Group’s business, results of operations and financial condition to suffer, its credit ratings to drop, its ability to lend and access to funding to be further limited and its cost of funding to increase, and may result in intervention by the Authorities, which could include full nationalisation or other resolution procedures under the Banking Act as described above.

RBS has entered into a credit derivative and a financial guarantee contract with RBS N.V. which may adversely affect the Issuer Group’s results
RBS has entered into a credit derivative and a financial guarantee contract with RBS N.V., which is a subsidiary of RBSG, under which it has sold credit protection over the exposures held by RBS N.V. and its subsidiaries that are subject to the APS. These agreements may adversely affect the Issuer Group’s results as: (i) they cover 100% of losses on these assets whilst the APS provides 90% protection if losses on the whole APS portfolio exceed the first loss; and (ii) the basis of valuation of the APS and the financial guarantee contract are asymmetrical: the one measured at fair value and the other at the higher of cost less amortization and the amount determined in accordance with IAS 37 “Provisions, Contingent Liabilities and Contingent Assets”.

If the Group is unable to issue the Contingent B Shares to HM Treasury, it may have a material adverse impact on the Group’s capital position, liquidity, operating results and future prospects
In the event that the Group’s Core Tier 1 capital ratio declines to below 5 per cent., HM Treasury is committed to subscribe for up to an additional £8 billion of Contingent B Shares if certain conditions are met. If such conditions are not met and are not waived by HM Treasury, and the Group is unable to issue the Contingent B Shares, the Group will be required to find alternative methods for achieving the requisite capital ratios. There can be no assurance that any of these alternative methods will be available or would be successful in increasing the Group’s capital ratios to the desired or requisite levels. If the Group is unable to issue the Contingent B Shares, the Group’s capital position, liquidity, operating results and future prospects will suffer, its credit ratings may drop, its ability to lend and access funding will be further limited and its cost of funding may increase.
 
 
418

 

Shareholder information

420
Financial calendar
420
Shareholder enquiries
421
Analyses of ordinary shareholders
422
Trading market
425
Dividend history
426
Taxation for US Holders
429
Exchange controls
430
Memorandum and Articles of Association
439
Incorporation and registration
439
Documents on display
440
Glossary of terms
448
Index
451
Important addresses
451
Principal offices
 
 

 
 
419

 
Shareholder information continued
 
 
Financial calendar
Annual General Meeting
30 May 2012
 
RBS Conference Centre
RBS Gogarburn
 
Edinburgh, EH12 1HQ
   
   
Interim results
3 August 2012


Dividends
Payment dates
 
Cumulative preference shares
31 May and 31 December 2012
   
Non-cumulative preference shares
30 March, 29 June, 28 September
and 31 December 2012
 
Ex-dividend date
 
Cumulative preference shares
2 May 2012
   
Record date
 
Cumulative preference shares
4 May 2012

For further information on the payment of dividends, see page 425.



Shareholder enquiries
Shareholdings in the company may be checked by visiting the ‘Shareholder information’ section of our website www.rbs.com/shareholder. You can also manage your shareholding online via the Investor Centre www.investorcentre.co.uk. You will need the shareholder reference number printed on your share certificate or tax voucher to gain access to this information.

Listed below are the most commonly used features on the Investor Centre:
 
·
holding enquiry - view balances, values, history, payments and reinvestments;

·
address change - change your registered address;

·
e-Comms sign-up - choose to receive email notification when your shareholder communications become available instead of paper communications;

·
outstanding payments - reissue any uncashed payments using our online replacement service; and

·
downloadable forms - including stock transfer and change of address forms.

You may also check your shareholding by contacting our Registrar:

Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: +44 (0)870 702 0135
Fax: +44 (0)870 703 6009
Web: www.investorcentre.co.uk/contactus

Shareholders may also download forms from the ‘Shareholder information’ section of our website www.rbs.com/shareholder

Braille and audio Annual Review and Summary Financial Statement
Shareholders requiring a Braille or audio version of the Annual Review and Summary Financial Statement should contact the Registrar on +44 (0)870 702 0135.

ShareGift
The company is aware that shareholders who hold a small number of shares may be retaining these shares because dealing costs make it uneconomical to dispose of them. ShareGift, the charity share donation scheme, is a free service operated by The Orr Mackintosh Foundation (registered charity 1052686) to enable shareholders to donate shares to charity.

Donating your shares in this way will not give rise to either a gain or a loss for UK capital gains tax purposes and you may be able to reclaim UK income tax on gifted shares. Further information can be obtained from HM Revenue & Customs.

Should you wish to donate your shares to charity in this way you should contact ShareGift for further information:

ShareGift, The Orr Mackintosh Foundation
17 Carlton House Terrace, London SW1Y 5AH
Telephone: +44 (0)20 7930 3737
www.sharegift.org




 
420

 
Shareholder information continued

Share Fraud Warning
Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or non-existent, or an inflated price for shares they own. These calls come from fraudsters operating in ‘boiler rooms’ that are mostly based abroad. While high profits are promised, those who buy or sell shares in this way usually lose their money. The Financial Services Authority (FSA) has found most share fraud victims are experienced investors who lose an average of £20,000, with around £200 million lost in the UK each year.

Protect yourself
If you are offered unsolicited investment advice, discounted shares, a premium price for shares you own, or free company or research reports, you should take these steps before handing over any money;
 
·
get the name of the person and organisation contacting you;

·
check the FSA Register at www.fsa.gov.uk/fsaregister to ensure they are authorised;

·
use the details on the FSA Register to contact the firm;

·
call the FSA Consumer Helpline on 0845 606 1234 if there are no contact details on the Register or you are told they are out of date;

·
search our list of unauthorised firms and individuals to avoid doing business with; and

·
remember if it sounds too good to be true, it probably is.

If you use an unauthorised firm to buy or sell shares or other investments, you will not have access to the Financial Ombudsman Service or Financial Services Compensation Scheme (FSCS) if things go wrong.

Report a scam
If you are approached about a share scam you should tell the FSA using the share fraud reporting form at www.fsa.gov.uk/scams, where you can find out about the latest investment scams. You can also call the Consumer Helpline on 0845 606 1234. If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040 .

Analyses of ordinary shareholders
 
 
At 31 December 2011
 
 
 
 
Shareholdings   
 
 
Number   
of shares   
  - millions   
 
 
 
 
%
Individuals
214,369 
1,350.6 
2.3 
Banks and nominee companies
14,835 
57,265.1 
96.7 
Investment trusts
144 
38.5 
0.1 
Insurance companies
171 
6.0 
— 
Other companies
1,351 
109.5 
0.2 
Pension trusts
36 
23.5 
— 
Other corporate bodies
94 
435.2 
0.7 
 
231,000 
59,228.4 
100.0 
       
Range of shareholdings:
     
1 - 1,000
74,654 
32.1 
0.1 
1,001 - 10,000
125,097 
466.2 
0.8 
10,001 - 100,000
29,372 
677.1 
1.1 
100,001 - 1,000,000
1,212 
332.7 
0.5 
1,000,001 - 10,000,000
448 
1,528.1 
2.6 
10,000,001 and over
217 
56,192.2 
94.9 
 
231,000 
59,228.4 
100.0 


 
421

 
Shareholder information continued
 
 
Trading market
Non-cumulative dollar preference shares
On 26 March 1997, 8 February 1999, 30 September 2004, 26 August 2004, 19 May 2005, 9 November 2005, 25 May 2006, 27 December 2006, 28 June 2007, 27 September 2007 and 4 October 2007, the company issued the following Series of American Depository Shares (ADSs) representing non-cumulative dollar preference shares of the company, in the United States, of which the following were outstanding at 31 December 2011:

6,255,408 Series F ("Series F ADSs") representing 6,255,408 non-cumulative dollar preference shares, Series F;

9,687,654 Series H ("Series H ADSs") representing 9,687,654 non-cumulative dollar preference shares, Series H;

30,027,877 Series L ("Series L ADSs") representing 30,027,877 non-cumulative dollar preference shares, Series L;

23,125,869 Series M (“Series M ADSs”) representing 23,125,869 non-cumulative dollar preference shares, Series M;

22,113,160 Series N ("Series N ADSs") representing 22,113,160 non-cumulative dollar preference shares, Series N;

9,883,307 Series P ("Series P ADSs") representing 9,883,307 non-cumulative dollar preference shares, Series P;

20,646,938 Series Q ("Series Q ADSs") representing 20,646,938 non-cumulative dollar preference shares, Series Q;

10,163,932 Series R ("Series R ADSs") representing 10,163,932 non-cumulative dollar preference shares, Series R;

26,449,040 Series S ("Series S ADSs") representing 26,449,040 non-cumulative dollar preference shares, Series S;

51,245,839 Series T ("Series T ADSs") representing 51,245,839 non-cumulative dollar preference shares, Series T; and

10,130 Series U ("Series U ADSs") representing 10,130 non-cumulative dollar preference shares, Series U.


Each of the respective ADSs set out above represents the right to receive one corresponding preference share, and is evidenced by an American Depository Receipt (ADR) and is listed on the New York Stock Exchange, a subsidiary of NYSE Euronext (NYSE).

The ADRs evidencing the ADSs above were issued pursuant to Deposit Agreements, among the company, The Bank of New York, as depository, and all holders from time-to-time of ADRs issued thereunder. Currently, there is no non-United States trading market for any of the non-cumulative dollar preference shares. All of the non-cumulative dollar preference shares are held by the depository, as custodian, in bearer form.

In May 2010, the Group redeemed certain subordinated debt securities and equity preference shares in exchange for cash or senior debt, resulting in the number of securities in issue reducing to the amounts shown above.

At 31 December 2011, there were 69 registered shareholders of Series F ADSs, 41 registered shareholders of Series H ADSs, 23 registered shareholders of Series L ADSs, 7 registered shareholders of Series M ADSs, 20 registered shareholders of Series N ADSs, 27 registered shareholders of Series P ADSs, 13 registered shareholders of Series Q ADSs, 3 registered shareholders of Series R ADSs, 1 registered shareholder of Series S ADSs, 16 registered shareholders of Series T ADSs and 1 registered shareholder of Series U ADSs.

PROs
In August 2001, the company issued US$1.2 billion perpetual regulatory tier one securities (PROs) in connection with a public offering in the United States. The PROs are listed on the NYSE.

ADSs representing ordinary shares
In October 2007, the company listed ADSs, each representing one ordinary share nominal value 25p each (or a right to receive one ordinary share), and evidenced by an ADR or uncertificated securities, on the NYSE. With effect from 7 November 2008, the ratio of one ADS representing one ordinary share changed to one ADS representing 20 ordinary shares. As at 31 December 2011, 14.8 million ADSs were outstanding. The ADSs were issued in connection with the company's bid for the outstanding share capital of ABN AMRO Holding N.V..

The ADSs described in the above paragraph were issued pursuant to a Deposit Agreement, among the company, The Bank of New York Mellon, as depository, and all owners and holders from time to time of ADSs issued thereunder. The ordinary shares of the company are listed and traded on the London Stock Exchange. All ordinary shares are deposited with the principal London office of The Bank of New York Mellon, as custodian for the depository.

 
422

 
Shareholder information continued

The following table shows, for the periods indicated, the high and low sales prices for each of the outstanding ADSs representing non-cumulative dollar preference shares and PROs, as reported on the NYSE or NASDAQ.
 
 
Figures in US$
 
Series F ADSs
Series H ADSs
Series L ADSs
Series M ADSs
Series N ADSs
Series P ADSs
Series Q ADSs
Series R ADSs
Series S ADSs
Series T ADSs
Series U ADSs
PROs (1)
By month
                         
Feb 2012
High
23.54
21.95
19.10
16.15
15.93
15.86
16.79
16.01
16.72
18.45
71.38
79.73
 
Low
21.65
19.76
17.12
14.95
14.80
14.78
15.75
14.73
15.31
17.41
65.00
69.95
Jan 2012
High
21.28
19.75
16.73
15.53
15.40
15.38
16.04
15.45
15.78
17.25
68.50
72.22
 
Low
17.60
16.76
15.46
11.63
11.53
11.41
12.24
11.41
11.83
13.08
53.63
66.58
Dec 2011
High
18.15
17.08
16.15
12.20
12.00
11.90
12.95
11.90
12.45
13.58
56.50
69.89
 
Low
16.21
15.35
13.87
11.26
11.15
10.99
11.87
10.74
11.48
12.72
53.50
66.25
Nov 2011
High
19.29
18.37
15.56
13.40
13.25
13.00
13.72
13.00
13.50
14.81
62.00
72.14
 
Low
16.50
15.72
14.52
11.02
10.89
10.70
11.72
10.52
11.16
12.11
55.00
66.33
Oct 2011
High
20.36
19.50
16.70
13.87
13.87
13.59
14.40
13.73
14.14
15.75
65.00
67.00
 
Low
16.70
16.10
14.99
10.21
10.20
10.01
10.73
10.01
10.40
11.63
46.00
63.58
Sep 2011
High
20.87
20.00
16.98
13.78
13.73
13.50
14.35
13.35
14.01
15.10
61.75
76.75
 
Low
17.36
16.80
15.37
10.31
10.11
9.97
10.62
9.98
10.22
11.43
48.00
67.00
                           
By quarter
                         
2011: Q4
High
20.36
19.50
16.70
13.87
13.87
13.59
14.40
13.73
14.14
15.75
65.00
72.14
 
Low
16.21
15.35
13.87
10.21
10.20
10.01
10.73
10.01
10.40
11.63
46.00
63.58
2011: Q3
High
23.95
22.47
18.49
17.47
17.39
16.84
17.65
16.86
17.51
18.96
78.25
91.91
 
Low
17.36
16.80
14.93
10.31
10.11
9.97
10.62
9.98
10.22
11.43
48.00
67.00
2011: Q2
High
25.05
23.95
19.40
18.80
18.82
18.40
19.40
18.35
18.88
20.60
84.00
96.69
 
Low
23.34
21.99
17.74
16.55
16.50
15.96
16.87
15.86
16.75
18.05
75.50
89.03
2011: Q1
High
23.90
22.83
19.27
17.82
17.80
17.57
18.25
17.34
17.95
19.62
79.50
93.70
 
Low
21.85
20.70
17.40
15.03
14.99
14.95
15.30
14.98
15.13
16.47
65.50
83.75
2010: Q4
High
23.97
23.71
19.47
17.75
17.73
17.77
17.91
17.75
17.73
18.64
78.25
97.06
 
Low
21.19
20.35
16.60
14.70
14.55
14.47
15.03
14.40
14.84
16.16
66.00
86.13
2010: Q3
High
23.97
23.85
19.88
16.80
16.83
16.71
17.59
16.68
17.39
18.44
75.00
95.10
 
Low
20.73
17.14
14.12
10.95
10.91
10.75
11.24
10.80
10.99
11.90
56.50
75.25
2010: Q2
High
21.20
19.90
16.63
14.15
14.11
14.13
14.54
14.13
14.35
15.40
65.75
85.13
 
Low
17.33
16.51
13.35
11.06
11.15
11.05
11.35
11.14
11.18
12.07
53.00
73.25
2010: Q1
High
20.51
19.58
16.61
14.23
13.95
14.07
14.21
13.92
14.12
14.94
66.00
84.75
 
Low
16.57
15.10
13.67
11.35
11.23
11.15
11.68
11.02
11.65
12.56
54.00
67.13
                           
By year
                         
2011
High
25.05
23.95
19.40
18.80
18.82
18.40
19.40
18.35
18.88
20.60
84.00
96.69
 
Low
16.21
15.35
13.87
10.21
10.11
9.97
10.62
9.98
10.22
11.43
46.00
63.58
2010
High
23.97
23.85
19.88
17.75
17.73
17.77
17.91
17.75
17.73
18.64
78.25
97.06
 
Low
16.57
15.10
13.35
10.95
10.91
10.75
11.24
10.80
10.99
11.90
53.00
67.13
2009
High
18.30
16.46
13.65
14.07
14.11
13.91
15.15
13.63
14.45
16.48
57.50
69.25
 
Low
3.00
2.77
2.21
2.63
2.55
2.43
2.64
2.37
2.58
2.78
8.98
20.00
2008
High
25.74
25.30
22.27
24.12
24.01
23.85
24.95
23.52
24.66
25.66
105.61
107.55
 
Low
5.10
5.00
4.37
4.51
4.20
4.50
4.34
4.16
4.36
5.43
39.84
53.60
2007
High
26.50
25.85
24.75
25.99
25.75
25.83
26.91
25.50
25.20
25.48
107.98
122.07
 
Low
23.60
22.70
17.90
19.68
19.50
19.25
20.71
18.96
20.26
22.61
98.34
100.49

Note:
(1)
Price quoted as a % of US$1,000 nominal.


 
423

 
Shareholder information continued
 
 
Trading market continued
Ordinary shares
The following table shows, for the periods indicated, the high and low sales prices for the company's ordinary shares on the London Stock Exchange, as derived from the Daily Official List of the UK Listing Authority. Prices for 2008 and 2007 were restated for the effect of the rights issue in June 2008 and the capitalisation issue in September 2008.

By month
 
£
 
By quarter
 
£
 
By year
 
£
February 2012
High
0.2909 
 
2011: Q4
High
0.2727 
  
2011
High
0.4900 
 
Low
0.2665 
   
Low
0.1734 
   
Low
0.1734 
January 2012
High
0.2814 
 
2011: Q3
High
0.3980 
 
2010
High
0.5804 
 
Low
0.2007 
   
Low
0.1967 
   
Low
0.3125 
December 2011
High
0.2277 
 
2011: Q2
High
0.4443 
 
2009
High
0.5765  
 
Low
0.1940 
   
Low
0.3509 
   
Low
0.1030  
November 2011
High
0.2312 
 
2011: Q1
High
0.4900 
 
2008
High
3.7054  
 
Low
0.1734 
   
Low
0.3950 
   
Low
0.4140  
October 2011
High
0.2727 
 
2010: Q4
High
0.4949 
 
2007
High
6.0208  
 
Low
0.2152 
   
Low
0.3759 
   
Low
3.3265  
September 2011
High
0.2625 
 
2010: Q3
High
0.5210  
       
 
Low
0.2077 
   
Low
0.3896  
       
       
2010: Q2
High
0.5804  
       
         
Low
0.4143  
       
       
2010: Q1
High
0.4560  
       
         
Low
0.3125  
       

On 23 March 2012, the closing price of the ordinary shares on the London Stock Exchange was £0.28, equivalent to $0.44 per share translated at the Noon Buying Rate of $1.5864 per £1.00 on 23 March 2012.


ADSs
The following table shows, for the periods indicated, the high and low sales prices for the company's ordinary ADSs, as reported on the NYSE composite tape. Prices for 2008 were restated for the effect of the rights issue in June 2008 and the capitalisation issue in September 2008.

By month
 
US$  
 
By quarter
 
US$  
 
By year
 
US$  
February 2012
High
9.19 
 
2011: Q4
High
9.06 
 
2011
High
15.83 
 
Low
8.43 
   
 
Low
5.36 
   
Low
5.36 
January 2012
High
8.71 
 
2011: Q3
High
12.86 
 
2010
High
17.30 
 
Low
6.25 
   
Low
6.43 
   
Low
9.89 
December 2011
High
7.12 
 
2011: Q2
High
14.48 
 
2009
High
18.95  
 
Low
5.95 
   
Low
11.34 
   
Low
3.33  
November 2011
High
7.44 
  
2011: Q1
High
15.83 
 
2008
High
149.05  
 
Low
5.36 
   
Low
12.40 
   
Low
12.20  
October 2011
High
9.06 
 
2010: Q4
High
15.67 
       
 
Low
6.68 
   
Low
11.76 
       
September 2011
High
8.32 
 
2010: Q3
High
16.68 
       
 
Low
6.76 
   
Low
12.14 
       
       
2010: Q2
High
17.30 
       
         
Low
11.91 
       
       
2010: Q1
High
13.61 
       
         
Low
9.89 
       

With effect from 7 November 2008, the ratio of one ADS representing one ordinary share changed to one ADS representing 20 ordinary shares. The prices in the table for 2008 were adjusted accordingly.

On 23 March 2012, the closing price of the ordinary ADSs on the New York Stock Exchange was $8.97.

 
424

 
Shareholder information continued
 
Dividend history
Preference dividends

Amount per share
2011 
$
2011 
£  
2010 
£
2009 
£
2008 
£
2007 
£
Non-cumulative preference shares of US$0.01
           
  - Series E (redeemed January 2007) (1)
— 
— 
— 
— 
— 
0.04 
  - Series F (1)
1.91 
1.19 
1.06 
1.22  
1.04 
0.96 
  - Series G (redeemed January 2007) (1)
— 
— 
— 
— 
— 
0.04 
  - Series H (1)
1.81 
1.13 
1.03 
1.15  
0.99 
0.91 
  - Series K (redeemed January 2007) (1)
— 
— 
— 
— 
— 
0.04 
  - Series L (1)
1.44 
0.90 
0.86 
0.92  
0.78 
0.72 
  - Series M (2)
— 
— 
0.26 
1.02  
0.89  
0.80  
  - Series N (2)
— 
— 
0.26 
1.01  
0.88  
0.79  
  - Series P (2)
— 
— 
0.25 
0.99  
0.87  
0.78  
  - Series Q (2)
— 
— 
0.27 
1.07  
0.94  
0.84  
  - Series R (2)
— 
— 
0.25 
0.97  
0.85  
0.77  
  - Series S (2)
— 
— 
0.27 
1.05  
0.92  
0.41  
  - Series T (2)
— 
— 
0.29 
1.15  
1.01  
0.23  
  - Series U (2)
— 
— 
2,474 
5,019  
3,935  
— 
Non-cumulative convertible preference shares of US$0.01
           
  - Series 1 (1)
91.18 
56.87 
59.98 
60.33  
49.66 
45.58 
Non-cumulative preference shares of €0.01
           
  - Series 1 (2)
— 
— 
— 
49.46  
46.53  
39.63  
  - Series 2 (2)
— 
— 
— 
46.00  
41.79  
35.52  
  - Series 3 (2)
— 
— 
— 
3,125  
2,782  
— 
Non-cumulative convertible preference shares of £0.01
           
  - Series 1 (1)
118.48 
73.87 
73.87 
73.87  
73.87 
73.87 
Non-cumulative preference shares of £1
           
  - Series 1 (2)
— 
— 
— 
81.62  
80.73  
— 
  - Series 2 (redeemed April 2009) (2)
— 
— 
— 
54.71  
— 
— 

Notes:
(1)
Classified as subordinated liabilities .
(2)
Classified as equity .

The Group has undertaken that, unless otherwise agreed with the European Commission, neither the company nor any of its direct or indirect subsidiaries (other than companies in the RBS Holdings N.V. group, which are subject to different restrictions) will pay external investors any dividends or coupons on existing hybrid capital instruments (including preference shares, B shares and upper and lower tier 2 instruments) from 30 April 2010 for a period of two years thereafter ("the Deferral period"), or exercise any call rights in relation to these capital instruments between 24 November 2009 and the end of the deferral period, unless there is a legal obligation to do so. Hybrid capital instruments issued after 24 November 2009 will generally not be subject to the restriction on dividend or coupon payments or call options.

For further information, see Note 8 on the consolidated accounts.

Ordinary dividends
Ordinary dividends per share for 2007 in the table below were restated for the effect of the rights issue in June 2008 and the capitalisation issue in September 2008.

Amount per ordinary share and American Depository Share (1)
2011
pence
2010
pence
2009
pence
2008
pence
2007
pence
Interim (2)
8.5
Final (3)
19.3
Total
27.8

Notes:
(1)
Each American Depository Share represents 20 ordinary shares. As discussed under Trading market, the American Depository Shares were issued in October 2007 and consequently did not receive any dividends prior to the final dividend in respect of 2007.
(2)
In 2008, the company issued new ordinary shares by way of a capitalisation issue rather than paying an interim dividend.
(3)
Final dividends were proposed in the indicated year and paid in the following year.


 
425

 
Shareholder information continued
 
 
Taxation for US Holders
The following discussion summarises certain US federal and UK tax consequences of the ownership and disposition of ordinary shares, ADSs representing ordinary shares (ordinary ADSs), ADSs representing non-cumulative dollar preference shares (preference ADSs) or PROs by a beneficial owner that is a citizen or resident of the United States or that otherwise will be subject to US federal income tax on a net income basis in respect of the ordinary shares, ordinary ADSs, preference ADSs or PROs (a “US Holder”). This summary assumes that a US Holder is holding ordinary shares, ordinary ADSs, preference ADSs or PROs, as applicable, as capital assets. This summary does not address the tax consequences to a US Holder (i) that is resident (or, in the case of an individual, ordinarily resident) in the UK for UK tax purposes, (ii) that carries on a trade, profession or vocation through a branch, agency or permanent establishment in the UK in connection with which the ordinary shares, ordinary ADSs, preference ADSs or PROs are held, used or acquired, or (iii) generally, that is a corporation which alone or together with one or more associated companies, controls, directly or indirectly, 10% or more of the voting stock of the company, nor does this summary address the tax consequences to US Holders subject to special rules, such as certain financial institutions, dealers or traders in securities who use a mark-to-market method of tax accounting, persons holding ordinary shares, ordinary ADSs, preference ADSs or PROs as part of a hedging transaction, straddle, wash sale, conversion transaction or integrated transaction or persons entering into a constructive sale with respect to such securities, persons whose functional currency for US federal income tax purposes is not the US dollar, entities classified as partnerships for US federal income tax purposes, tax-exempt entities or persons that own or are deemed to own 10% or more of the voting stock of the company.

The statements and practices set forth below regarding US and UK tax laws, including the US/UK double taxation convention relating to income and capital gains which entered into force on 31 March 2003 (the “Treaty”), and the US/UK double taxation convention relating to estate and gift taxes (the “Estate Taxation Treaty”), are based on those laws and practices as in force and as applied in practice on the date of this report. This summary is not exhaustive of all possible tax considerations and holders are advised to satisfy themselves as to the overall tax consequences, including specifically the consequences under US federal, state, local and other laws, and possible changes in taxation law, of the acquisition, ownership and disposition of ordinary shares, ordinary ADSs, preference ADSs or PROs by consulting their own tax advisers.

The following discussion assumes that the company is not, and will not become, a passive foreign investment company - see ‘Passive Foreign Investment Company (PFIC) considerations’ on page 429.

Ordinary shares, ordinary ADSs and preference ADSs
Taxation of dividends
For the purposes of the Treaty, the Estate Taxation Treaty and the US Internal Revenue Code of 1986 as amended (the “Code”), US Holders of ordinary ADSs and preference ADSs should be treated as owners of the ordinary shares and the non-cumulative dollar preference shares underlying such ADSs.

The US Treasury has expressed concerns that parties to whom depositary receipts are released before shares are delivered to the depositary, or intermediaries in the chain of ownership between US holders and the issuer of the security underlying the depositary receipts, may be taking actions that are inconsistent with the claiming of foreign tax credits for US holders of depositary receipts. Such actions would also be inconsistent with the claiming of the reduced rate of US tax applicable to dividends received by certain non-corporate US holders. Accordingly, the availability of the reduced tax rate for dividends received by certain non-corporate US holders could be affected by actions taken by such parties or intermediaries.

The company is not required to withhold UK tax at source from dividend payments it makes or from any amount (including any amounts in respect of accrued dividends) distributed by the company. US Holders who are not resident or ordinarily resident in the UK and who do not carry on a trade, profession or vocation in the UK through a branch, agency or permanent establishment in connection with which their ordinary shares, ordinary ADSs or preference ADSs are held, used or acquired will not be subject to UK tax in respect of any dividends received on the relevant shares or ADSs.

Distributions by the company (other than certain pro-rata distributions of ordinary shares or rights to receive such shares) will constitute foreign source dividend income for US federal income tax purposes to the extent paid out of the current or accumulated earnings and profits of the company, as determined for US federal income tax purposes. Because the company does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions will be reported to US Holders as dividends. Payments will not be eligible for the dividends-received deduction generally allowed to corporate US holders.

Subject to applicable limitations that may vary depending upon a holder's individual circumstances, dividends paid to certain non-corporate US Holders in taxable years beginning before 1 January 2013 will be taxable at a maximum tax rate of 15%. Non-corporate US Holders should consult their own tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at this favourable rate.

 
426

 
Shareholder information continued

Dividends will be included in a US Holder's income on the date of the US Holder's (or in the case of ADSs, the depositary's) receipt of the dividend. The amount of any dividend paid in pounds sterling to be included in income by a US Holder will be the US dollar amount calculated by reference to the relevant exchange rate in effect on the date of such receipt regardless of whether the payment is in fact converted into US dollars. If the dividend is converted into US dollars on the date of receipt, the US Holder generally should not be required to recognise foreign currency gain or loss in respect of the dividend income. If the amount of such dividend is not converted into US dollars on the date of receipt, the US Holder may have foreign currency gain or loss.

Taxation of capital gains
A US Holder that is not resident (or, in the case of an individual, ordinarily resident) in the UK will not normally be liable for UK tax on capital gains realised on the disposition of an ordinary share, an ordinary ADS or a preference ADS unless at the time of the disposal, in the case of a corporate US Holder, such US Holder carries on a trade in the UK through a permanent establishment or, in the case of any other US Holder, such US Holder carries on a trade, profession or vocation in the UK through a branch or agency and, in each case, such ordinary share, ordinary ADS or preference ADS is or has been used, held or acquired by or for the purposes of such trade (or profession or vocation), carried on through such permanent establishment, branch or agency. Special rules apply to individuals who are temporarily not resident or ordinarily resident in the UK.

A US Holder will, upon the sale or other disposition of an ordinary share, an ordinary ADS or a preference ADS, or upon the redemption of preference ADS, generally recognise capital gain or loss for US federal income tax purposes (assuming that in the case of a redemption of a preference ADS, such US Holder does not own, and is not deemed to own, any ordinary shares or ordinary ADSs of the company) in an amount equal to the difference between the amount realised (excluding in the case of a redemption any amount treated as a dividend for US federal income tax purposes, which will be taxed accordingly) and the US Holder's tax basis in such share or ADS. This capital gain or loss will be long-term capital gain or loss if the US Holder held the share or ADS so sold, disposed or redeemed for more than one year.

A US Holder who is liable for both UK and US tax on a gain recognised on the disposal of an ordinary share, an ordinary ADS or a preference ADS will generally be entitled, subject to certain limitations, to credit the UK tax against its US federal income tax liability in respect of such gain.

Estate and gift tax
Subject to the discussion of the Estate Tax Treaty in the following paragraph, ordinary shares, ordinary ADSs or preference ADSs beneficially owned by an individual may be subject to UK inheritance tax (subject to exemptions and reliefs) on the death of the individual or in certain circumstances, if such shares or ADSs are the subject of a gift (including a transfer at less than market value) by such individual. Inheritance tax is not generally chargeable on gifts to individuals made more than seven years before the death of the donor. Ordinary shares, ordinary ADSs or preference ADSs held by the trustees of a settlement may also be subject to UK inheritance tax. Special rules apply to such settlements.

An ordinary share, an ordinary ADS or a preference ADS beneficially owned by an individual, whose domicile is determined to be the United States for purposes of the Estate Tax Treaty and who is not a national of the UK, will not be subject to UK inheritance tax on the individual's death or on a lifetime transfer of such share or ADS, except in certain cases where the share or ADS (i) is comprised in a settlement (unless, at the time of the settlement, the settlor was domiciled in the United States and was not a national of the UK); (ii) is part of the business property of a UK permanent establishment of an enterprise; or (iii) pertains to a UK fixed base of an individual used for the performance of independent personal services. The Estate Tax Treaty generally provides a credit against US federal estate or gift tax liability for the amount of any tax paid in the UK in a case where the ordinary share, ordinary ADS or preference ADS is subject to both UK inheritance tax and US federal estate or gift tax.

UK stamp duty and stamp duty reserve tax (SDRT)
The following is a summary of the UK stamp duty and SDRT consequences of transferring an ADS (otherwise than to the custodian on cancellation of the ADS) or of transferring an ordinary share. A transfer of an ADS executed and retained in the United States will not give rise to stamp duty and an agreement to transfer an ADS will not give rise to SDRT. Stamp duty or SDRT will normally be payable on or in respect of transfers of ordinary shares and accordingly any holder who acquires or intends to acquire ordinary shares is advised to consult their own tax advisers in relation to stamp duty and SDRT.



 
427

 
Shareholder information continued
 
 
Taxation for US Holders continued
PROs
United States
Payments of interest on a PRO (including any UK withholding tax, as to which see below) will constitute foreign source dividend income for US federal income tax purposes to the extent paid out of the current or accumulated earnings and profits of the company, as determined for US federal income tax purposes. Because the company does not maintain calculations of its earnings and profits under US federal income tax principles, it is expected that distributions will be reported to US Holders as dividends. Payments will not be eligible for the dividends-received deduction generally allowed to corporate US holders. A US Holder who is entitled under the Treaty to a refund of UK tax, if any, withheld on a payment will not be entitled to claim a foreign tax credit with respect to the refundable tax.

Subject to applicable limitations that may vary depending upon a holder's individual circumstances, dividends paid to certain non-corporate US Holders in taxable years beginning before 1 January 2013 will be taxable at a maximum tax rate of 15%. Non-corporate US Holders should consult their own tax advisers to determine whether they are subject to any special rules that limit their ability to be taxed at this favourable rate. A US Holder will, upon the sale, exchange or redemption of a PRO, generally recognise capital gain or loss for US federal income tax purposes (assuming that in the case of a redemption, such US Holder does not own, and is not deemed to own, any ordinary shares or ordinary ADSs of the company) in an amount equal to the difference between the amount realised (excluding any amount in respect of mandatory interest and any missed payments which are to be satisfied on a missed payment satisfaction date, which would be treated as ordinary income) and the US Holder's tax basis in the PRO.

A US Holder who is liable for both UK and US tax on gain recognised on the disposal of PROs will generally be entitled, subject to certain limitations, to credit the UK tax against its US federal income tax liability in respect of such gain.

United Kingdom
Taxation of payments on the PROs
Payments on the PROs will constitute interest rather than dividends for UK withholding tax purposes. However, the PROs will constitute 'quoted eurobonds' within the meaning of section 987 of the Income Tax Act 2007 and therefore payments of interest will not be subject to withholding or deduction for or on account of UK tax as long as the PROs remain at all times listed on a 'recognised stock exchange' within the meaning of section 1005 of the Income Tax Act 2007, such as the main market of the New York Stock Exchange. In all other cases, an amount must be withheld on account of UK income tax at the basic rate (currently 20%) subject to any direction to the contrary by HM Revenue & Customs under the Treaty and except that the withholding obligation does not apply to payments to persons who the company reasonably believes are within the charge to corporation tax or fall within various categories enjoying a special tax status (including charities and pension funds), or are partnerships consisting of such persons (unless HM Revenue & Customs directs otherwise). Where interest has been paid under deduction of UK withholding tax, US Holders may be able to recover the tax deducted under the Treaty. Any paying agent or other person by or through whom interest is paid to, or by whom interest is received on behalf of an individual, may be required to provide information in relation to the payment and the individual concerned to HM Revenue & Customs. HM Revenue & Customs may communicate this information to the tax authorities of other jurisdictions.

HM Revenue & Customs confirmed at around the time of the issue of the PROs that interest payments would not be treated as distributions for UK tax purposes by reason of (i) the fact that interest may be deferred under the terms of issue; or (ii) the undated nature of the PROs, provided that at the time an interest payment is made, the PROs are not held by a company which is 'associated' with the company or by a 'funded company'. A company will be associated with the company if, broadly speaking, it is part of the same group as the company. A company will be a 'funded company' for these purposes if there are arrangements involving that company being put in funds (directly or indirectly) by the company, or an entity associated with the company. In this respect, HM Revenue & Customs has confirmed that a company holding an interest in the PROs which incidentally has banking facilities with any company associated with the company will not be a 'funded company' by virtue of such facilities.

Interest on the PROs constitutes UK source income for UK tax purposes and, as such, may be subject to income tax by direct assessment even where paid without withholding. However, interest with a UK source received without deduction or withholding on account of UK tax will not be chargeable to UK tax in the hands of a US Holder unless, in the case of a corporate US Holder, such US Holder carries on a trade in the UK through a UK permanent establishment or in the case of other US Holders, such persons carry on a trade, profession or vocation in the UK through a branch or agency in each case in connection with which the interest is received or to which the PROs are attributable. There are also exemptions for interest received by certain categories of agents (such as some brokers and investment managers).

EU Directive on taxation of savings income
Under the European Union Council Directive 2003/48/EC on the taxation of savings income, member states of the European Union are required to provide to the tax authorities of other member states details of payments of interest and other similar income paid by a person to an individual or certain other persons resident in another member state, except that Luxembourg and Austria may instead impose a withholding system for a transitional period unless during such period they elect otherwise.

Disposal (including redemption)
A disposal (including redemption) of PROs by a non-corporate US Holder will not give rise to any liability to UK tax on capital gains unless the US Holder carries on a trade (which for this purpose includes a profession or a vocation) in the UK through a branch or agency and the PROs are, or have been, held or acquired for the purposes of that trade, carried on through such branch or agency.


 
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A transfer of PROs by a US Holder will not give rise to a charge to UK tax on accrued but unpaid interest payments, unless the US Holder is an individual or other non-corporate taxpayer and at any time in the relevant year of assessment or accounting period carries on a trade, profession or vocation in the UK through a branch or agency to which the PROs are attributable.

Annual tax charges
Corporate US Holders of PROs may be subject to annual UK tax charges (or tax relief) by reference to fluctuations in exchange rates and in respect of profits, gains and losses arising from the PROs, but only if such corporate US Holders carry on a trade in the UK through a UK permanent establishment to which the PROs are attributable.

Inheritance tax
In relation to PROs held through Depository Trust Company (DTC) (or any other clearing system), the UK inheritance tax position is not free from doubt in respect of a lifetime transfer, or death of, a US Holder who is not domiciled nor deemed to be domiciled in the UK for inheritance tax purposes; HM Revenue & Customs is known to consider that the situs of securities held in this manner is not necessarily determined by the place where the securities are registered. In appropriate circumstances, there may be a charge to UK inheritance tax as a result of a lifetime transfer at less than market value by, or on the death of, such US Holder. Inheritance tax is not generally chargeable on gifts to individuals made more than seven years before the death of the donor. However, exemption from, or a reduction of, any such UK tax liability may be available under the Estate Tax Treaty (see below). US Holders should consult their professional advisers in relation to such potential liability. PROs beneficially owned by an individual, whose domicile is determined to be the United States for the purposes of the Estate Tax Treaty and who is not a national of the UK, will not be subject to UK inheritance tax on the individual's death or on a lifetime transfer of the PRO, except in certain cases where the PRO (i) is comprised in a settlement (unless, at the time of the settlement, the settlor was domiciled in the United States and was not a national of the UK); (ii) is part of the business property of a UK permanent establishment of an enterprise; or (iii) pertains to a UK fixed base of an individual used for the performance of independent personal services. The Estate Tax Treaty generally provides a credit against US federal estate or gift tax liability for the amount of any tax paid in the UK in a case where the PRO is subject to both UK inheritance tax and US federal estate or gift tax.

Stamp duty and SDRT
No stamp duty, SDRT or similar tax is imposed in the UK on the issue, transfer or redemption of the PROs.

Passive Foreign Investment Company (PFIC) considerations
A foreign corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable 'look-through rules', either (i) at least 75% of its gross income is 'passive income' or (ii) at least 50% of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income. The company does not believe that it was a PFIC for its 2011 taxable year. Although interest income is generally passive income, a special rule allows banks to treat their banking business income as non-passive.
To qualify for this rule, a bank must satisfy certain requirements regarding its licensing and activities. The company's possible status as a PFIC must be determined annually, however, and may be subject to change if the company fails to qualify under this special rule for any year in which a US Holder holds ordinary shares, ordinary ADSs, preference ADSs or PROs. If the company were to be treated as a PFIC in any year during which a US Holder holds ordinary shares, ordinary ADSs, preference ADSs or PROs, US Holders would generally be subject to adverse US federal income tax consequences. Holders should consult their own tax advisers as to the potential application of the PFIC rules to the ownership and disposition of the company's ordinary shares, ordinary ADSs, preference ADSs or PROs.

Foreign financial assets reporting
For taxable years beginning after 18 March 2010, certain US Holders who are individuals may be required to report information relating to the company’s securities, subject to certain exceptions (including an exception for securities held in accounts maintained by US financial institutions).  US Holders are urged to consult their tax advisers regarding the application of these rules in the US Holders’ particular circumstances.

Exchange controls
The company has been advised that there are currently no UK laws, decrees or regulations which would prevent the import or export of capital, including the availability of cash or cash equivalents for use by the Group, or the remittance of dividends, interest or other payments to non-UK resident holders of the company's securities.

There are no restrictions under the Articles of Association of the company or under UK law, as currently in effect, which limit the right of non-UK resident owners to hold or, when entitled to vote, freely to vote the company's securities.

 
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Memorandum and Articles of Association
The company’s Memorandum and Articles of Association as in effect at the date of this annual report are registered with the Registrar of Companies of Scotland.

The following information is a summary of certain terms of the company’s Memorandum of Association (the “Memorandum”) and Articles of Association (the “Articles”) as in effect at the date of this Annual Report and certain relevant provisions of the Companies Act 2006 (the “2006 Act”) where appropriate and as relevant to the holders of any class of share. The current Articles were adopted on 28 April 2010. The Articles were updated primarily to reflect the coming into force of the remaining provisions of the 2006 Act and the implementation of the Shareholder Rights Directive in the UK. A further amendment was made to the Articles at a General Meeting held on 28 April 2010 in relation to the price at which certain classes of preference shares may be purchased . A further amendment was made on 19   April 2011 to the effect that, subject to existing class rights of shareholders, new preference shares can be issued with such rights and restrictions as the directors may determine.

The following summary description is qualified in its entirety by reference to the terms and provisions of the Memorandum and Articles (and, in the case of the summary description of the non-cumulative preference shares, the B Shares and the Dividend Access Share, by reference to the terms of issue of those shares determined by the Directors pursuant to the Articles prior to allotment). The Memorandum and Articles are registered with the Registrar of Companies of Scotland. Holders of any class of share are encouraged to read the full Memorandum and Articles, which have been filed as an exhibit to this annual report on Form 20-F

Incorporation and registration
The company was incorporated and registered in Scotland under the Companies Act 1948 as a limited company on 25 March 1968 under the name National and Commercial Banking Group Limited. On 3 September 1979 the name was changed to The Royal Bank of Scotland Group Limited and on 10 March 1982, it changed its name to its present name and was registered under the Companies Acts 1948 to 1980 as a public company with limited liability. The company is registered under Company No. SC 45551.

Purpose and objects
The 2006 Act greatly reduces the constitutional significance of a company’s memorandum of association and provides that a memorandum of association will record only the names of the subscribers and the number of shares each subscriber has agreed to take in the company. The 2006 Act further states that, unless a company’s articles provide otherwise, a company’s objects are unrestricted and abolishes the need for companies to have objects clauses. The company removed its objects clause together with all other provisions of its memorandum of association which by virtue of the 2006 Act were treated as forming part of the company’s articles. The articles of association contain an express statement regarding the limited liability of the shareholders.

Directors
At each annual general meeting of the company, any Director appointed since the last annual general meeting and any Directors who were not appointed at one of the preceding two annual general meetings shall retire from office and may offer themselves for re-election by the members. Directors may be appointed by the company by ordinary resolution or by the Board. A director appointed by the Board holds office only until the next annual general meeting, whereupon he will be eligible for re-election. Unless and until otherwise determined by ordinary resolution, the directors (other than alternate directors) shall be not more than twenty five. There is no stipulation in the Articles regarding a minimum number of directors; under the 2006 Act, and in the absence of express provision, the minimum number is two.

Directors’ interests
A director shall not vote at a meeting of the Board or a committee of the Board on any resolution of the Board concerning a matter in which he has an interest (otherwise than by virtue of his interest in shares, debentures or other securities of, or otherwise in or through, the company) which (together with any interest of any person connected with him) is, to his knowledge, material unless his interests arises only because the resolution relates to one or more of the following matters:

(i) the giving of any security or indemnity to him pursuant to the Articles or in respect of money lent, or obligations incurred, by him at the request of, or for the benefit of, the company or any of its subsidiary undertakings;

(ii) the giving of any security or indemnity to a third party in respect of a debt or obligation of the company or any of its subsidiary undertakings for which he has assumed responsibility (in whole or in part) under a guarantee or indemnity or by the giving of security;

(iii) a proposal concerning an offer of shares, debentures or other securities of the company, or any of its subsidiary undertakings, for subscription or purchase, in which offer he is, or may be, entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

(iv) any proposal concerning any other body corporate in which he is interested, directly or indirectly, whether as an officer or shareholder or otherwise, provided that he is not the holder of shares representing one per cent or more of any class of the equity share capital of such body corporate;

(v) any proposal concerning the adoption, modification or operation of a pension fund or retirement, death or disability benefits scheme or employees’ share scheme which relates both to directors and employees of the company or a subsidiary of the company and does not provide any privilege or advantage in respect of any director which it does not accord to the employees to which the fund or scheme relates;


 
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(vi) a contract or arrangement for the benefit of the employees of the company or any of its subsidiary undertakings which does not accord him any privilege or advantage not generally accorded to the employees to whom the contract or arrangement relates; and

(vii) a proposal concerning any insurance which the company proposes to purchase and/or maintain for the benefit of any directors or for persons who include directors of the company.

Under the 2006 Act, a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the company’s interests. The 2006 Act allows directors of public companies, where appropriate, to authorise conflicts and potential conflicts where the articles of association contain a provision to this effect. The 2006 Act also allows the articles of association to contain other provisions for dealing with directors’ conflicts of interest to avoid a breach of duty.

Clause 92 of the Articles, gives the directors authority to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a director under the 2006 Act to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company.

Authorisation of any matter pursuant to Clause 92 must be approved in accordance with normal board procedures by directors who have no interest in the matter being considered. In taking the decision, the directors must act in a way they consider, in good faith, will be most likely to promote the company’s success.

Any authorisation of a matter may be given on or subject to such conditions or limitations as the directors determine, whether at the time of authorisation or subsequently, including providing for the exclusion of the interested directors from the receipt of information or participation in discussion relating to the matter authorised by the directors and providing that interested directors in receipt of confidential information from a third party are not obliged to disclose such information to the company or use the information in relation to the company’s affairs. Any authorization may be terminated by the directors at any time.

A director is not, except as otherwise agreed by him, accountable to the company for any benefit which he, or a person connected with him, derives from any matter authorised by the directors and any contract, transaction or arrangement relating to such matter is not liable to be avoided on the grounds of such benefit.

Directors’ power to allot securities
In line with market practice, the Articles provide that the authority to allot shares and the disapplication of pre-emption rights will not be set out in the Articles, but subject to resolutions passed at the company’s annual general meeting to obtain these authorities on an annual basis.

Borrowing powers
The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures and other securities, whether outright or as collateral security for any debt, guarantee, liability or obligation of the company, or of any third party.

Qualifying shareholding
Directors are not required to hold any shares of the company by way of qualification.

Classes of shares
The company has issued and outstanding the following five general classes of shares, namely ordinary shares, preference shares, non-voting deferred shares, B Shares and a Dividend Access Share, to which the provisions set forth below apply. In addition, the company has as part of its share capital Additional Value Shares (“AVSs”). All of the issued AVSs were converted into non-voting deferred shares in December 2003. The terms of those AVSs are set out in Schedule 3 to the Articles. The terms of the issued B Shares (designated Series 1 Class B Shares) and the Dividend Access Share (designated a Series 1 Dividend Access Share) were determined by the directors pursuant to the Articles prior to the time of allotment, and apply as if they were set out in the Articles.

Dividends
General
Subject to the provisions of the 2006 Act and Clause 123 of the Articles, the company may, by ordinary resolution, declare dividends on ordinary shares save that no dividend shall be payable except out of profits available for distribution, or in excess of the amount recommended by the Board or in contravention of the special rights attaching to any share. Any dividend which has remained unclaimed for 12 years from the date of declaration shall be forfeited and shall revert to the company. The company may cease sending dividend warrants and cheques by post or otherwise to a member if such instruments have been returned undelivered to, or left uncashed by, that member on at least two consecutive occasions, or, following one such occasion, reasonable enquiries have failed to establish any new address or account of the registered holder. The company may resume sending warrants and cheques if the holder requests such recommencement in writing.
 
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Preference shares
Each cumulative preference share confers the right to a fixed cumulative preferential dividend payable half-yearly. Each non-cumulative preference share confers the right to a preferential dividend (not exceeding a specified amount) payable in the currency of the relevant share. The rate of such dividend and the date of payment thereof, together with the terms and conditions of the dividend, are as may be determined by the directors prior to allotment. Cumulative preference share dividends are paid in priority to any dividend on any other class of share.

The non-cumulative preference shares rank for dividend after the cumulative preference shares but rank pari passu with each other and any shares expressed to rank, in terms of participation in the profits of the company, in some or all respects pari passu therewith and otherwise in priority to dividends payable on the ordinary shares and any other share capital in the company.

The directors may resolve prior to the issue and allotment of any series of non-cumulative preference shares that full dividends in respect of a particular dividend payment date will not be declared and paid if, (i) in its sole and absolute discretion, the directors resolve prior to the relevant dividend payment date that such dividend (or part thereof) shall not be paid and/or (ii) in the opinion of the directors, payment of a dividend would cause a breach of the UK Financial Services Authority ’ s capital adequacy requirements applicable to the company or its subsidiaries, or subject to the next following paragraph, insufficient distributable profits of the company are available to cover the payment in full of all dividends after having paid any dividends payable on any of the cumulative preference shares.

If dividends will be paid but, in the opinion of the directors, insufficient distributable profits of the company are available to cover the payment in full of dividends after having paid any dividends payable on any of the cumulative preference shares, dividends will be declared by the directors, pro rata on the non-cumulative preference shares to the extent of the available distributable profits.

The non-cumulative preference shares will carry no further rights to participate in the profits of the company and if, and to the extent, any dividend or part of any dividend is on any occasion not paid for any of the reasons described above, holders of non-cumulative preference shares will have no claim in respect of such non-payment.

If any dividend is not payable for the reasons described in clause (ii) of the third paragraph of this subsection, the directors may pay a special dividend not exceeding US$0.01, £ 0.01 or € 0.01 (depending on the currency of the relevant preference share) per share.

If the dividend payable on any series of non-cumulative preference shares on the most recent payment date is not paid in full, or if a sum is not set aside to provide for such payment in full, in either case for the reasons set forth in clause (ii) of the third paragraph of this subsection, no dividends may be declared on any other share capital of the company and no sum may be set aside for the payment of a dividend on any other share capital (in each case other than the cumulative preference shares), unless, on the date of declaration, an amount equal to the dividend payable in respect of the then current dividend period for such series of non-cumulative preference shares is set aside for payment in full on the next dividend payment date.

If any dividend payable on the non-cumulative preference shares is not paid in full or if a sum is not set aside to provide for such payment in full (in either case for the reasons set forth in clause (ii) of the third paragraph of this subsection), the company may not redeem or purchase or otherwise acquire any other share capital of the company and may not set aside any sum nor establish any sinking fund for its redemption, purchase or other such acquisition, until such time as dividends have been declared and paid in full in respect of successive dividend periods together aggregating not less than twelve months.

The non-payment of any dividend (in full or in part) by reason of the exercise of the directors’ discretion referred to in clause (i) of the third paragraph of this subsection, shall not prevent or restrict (a) the declaration and payment of dividends on any other series of non-cumulative preference shares or on any non-cumulative preference shares expressed to rank pari passu with the non-cumulative preference shares, (b) the setting aside of sums for the payment of such dividends, (c) except as set forth in the following paragraph, the redemption, purchase or other acquisition of shares in the company by the company, or (d) except as set forth in the following paragraph, the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the company.

If dividends are not declared and paid in full on any series of non-cumulative preference shares as a result of the directors’ discretion referred to in clause (i) of the third paragraph of this subsection, then the company may not redeem, purchase or otherwise acquire for any consideration any share capital ranking after such preference shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other acquisition thereof, until such time as the company has declared and paid in full dividends on such series of non-cumulative preference shares in respect of successive dividend periods together aggregating no less than twelve months. In addition, no dividend may be declared or paid on any of the company’s share capital ranking after such preference shares until the dividend in respect of a particular dividend payment date payable on the preference shares to which the directors’ discretion in clause (i) of the third paragraph of this subsection applies has been declared and paid in full.

With effect from 19 April 2011, subject to existing class rights of shareholders, new preference shares can be issued with such rights and restrictions as the directors may determine.

Non-voting deferred shares
The holders of non-voting deferred shares are not entitled to the payment of any dividend or other distribution.

 
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B Shares
Prior to the occurrence of a Trigger Event (as defined below) in respect of any Series 1 Class B Shares, those Series 1 Class B Shares rank equally with the holders of ordinary shares in respect of any cash dividends, and each Series 1 Class B Share will entitle its holder to the same cash dividend as is (or may, at the election of a holder of the ordinary share, be) payable to the holder of one ordinary share, as adjusted from time to time to reflect any consolidation, reclassification or subdivision in relation to the ordinary shares.

If a Trigger Event has occurred in respect of any Series 1 Class B Shares, the Series 1 Class B Shares in respect of which the Trigger Event has occurred will rank pari passu with the holders of the ordinary shares in respect of any dividends paid on the ordinary shares. Each Series 1 Class B Share will entitle its holder to the same dividend as is (or may, at the election of a holder of an ordinary share, be) payable to the holder of one (as adjusted from time to time) ordinary share. If a bonus issue of fully paid ordinary shares is made to holders of ordinary shares in lieu of a dividend, a holder of a Series 1 Class B Share in respect of which the Trigger Event has occurred will be entitled to receive the same number of ordinary shares as is payable to the holder of one (as adjusted from time to time) ordinary share, save that if the issue of such ordinary share(s) to such holder would result in it holding directly or indirectly more than 75% of the total issued ordinary shares, then such holder will instead receive further Series 1 Class B Shares of the same value.

A Trigger Event occurs in relation to the Series 1 Class B Shares in issue at the relevant time, if the daily volume weighted average price of the company’s ordinary shares on the London Stock Exchange equals or exceeds £0.65 per ordinary share (subject to adjustment) for 20 or more complete dealing days in any period of 30 consecutive dealing days.

Dividend Access Share
Subject to the discretions, limitations and qualifications described in this subsection, non-cumulative dividends on the Series 1 Dividend Access Share will be payable from 22 December 2009 in respect of the period up to and including the Series 1 Class B Dividend Stop Date (if any).

The company will pay dividends on the Series 1 Dividend Access Share when, as and if declared by its board of directors or a duly authorised committee of such board of directors (the ‘‘board of directors’’). Subject to the discretions, limitations and qualifications described in this section, the Series 1 Dividend Access Share will entitle the holder to receive out of the distributable profits of the company a non-cumulative dividend at the rate described below (the ‘‘Dividend Access Share Dividend’’), in priority to the payment of any dividend to the holders of any class of ordinary share or Class B Share and pari passu in such regard with the holder of any other dividend access share then in issue.

The board of directors may in its sole and absolute discretion resolve that no Dividend Access Share Dividend shall be paid on a Dividend Access Share Dividend payment date.

The board of directors will, by 31 October in each financial year of the company, decide whether or not to pay an interim dividend on the ordinary shares or make an interim Ordinary Share Bonus Issue in that financial year. If it is decided that an interim dividend on the ordinary shares or an interim Ordinary Share Bonus Issue is to be paid or made in any financial year, the corresponding semi-annual (hereinafter referred to as ‘‘first semi-annual’’) Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in the same financial year will be paid or made at the time set out below. The record date for any first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share will be the same as the record date for any interim dividend on the ordinary shares or interim Ordinary Share Bonus Issue in the relevant financial year or otherwise will be three business days before 31 October in each year. If paid or made, the first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in a financial year will be paid or made on the same date that the corresponding interim dividend on the ordinary shares is paid or interim Ordinary Share Bonus Issue is made. If it is decided that no such interim dividend on the ordinary shares or interim Ordinary Share Bonus Issue will be paid or made in a financial year, the first semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in such financial year will, if to be paid or made, be so paid or made on 31 October in such financial year (commencing in 2010).

The board of directors will, by 31 May in each financial year of the company, decide whether or not to recommend a dividend on the ordinary shares or make an Ordinary Share Bonus Issue which is expressed to be a final dividend for the immediately preceding financial year. If it is decided that such a dividend on the ordinary shares or Ordinary Share Bonus Issue is to be recommended and is subsequently approved by shareholders, the corresponding semi-annual (hereinafter referred to as ‘‘second semi-annual’’) Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share expressed to be for the corresponding period will be paid at the time set out below. The record date for any second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share will be the same as the record date for any final dividend on the ordinary shares or final Ordinary Share Bonus Issue for the relevant financial year or otherwise will be three business days before 31 May in each year. If paid or made, the second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share in a financial year will be paid or made on the same date that the corresponding final dividend on the ordinary shares is paid or final Ordinary Share Bonus Issue is made. If it is decided that no such final dividend on the ordinary shares or Ordinary Share Bonus Issue will be paid or made in any year (the ‘‘current year’’) for the immediately preceding financial year, any second semi-annual Dividend Access Share Dividend or Bonus Issue on the Series 1 Dividend Access Share expressed to be for the corresponding period will, if to be paid or made, be so paid or made on 31 May in the current year (commencing in 2010).
 
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Any first semi-annual Dividend Access Share Dividend or second semi-annual Dividend Access Share Dividend will only be paid if (to the extent legally required) profits are available for distribution and are permitted by law to be distributed.

If paid or made, the first semi-annual Dividend Access Share Dividend on the Series 1 Dividend Access Share will be equivalent to (A) the greater of:

(i) 7% of the Reference Amount multiplied by the actual number of days in the period from (but excluding) the immediately preceding Relevant Date (or, if none, 22 December 2009), to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series 1 Class B Shares, to (and including) such earlier Series 1 Class B Dividend Stop Date), divided by 365 (or 366 in a leap year)

(ii) if a cash dividend or cash dividends on the ordinary shares or Ordinary Share Bonus Issue(s) is/are paid or made in the period from (but excluding) the immediately preceding Relevant Date (or, if none, 22 December 2009) to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series 1 Class B Shares, to (and including) such earlier Series 1 Class B Dividend Stop Date), 250% (as adjusted from time to time as described in the terms of issue of the Series 1 Dividend Access Share, the ‘‘Participation Rate’’) of the aggregate fair market value (as defined in the terms of issue of the Series 1 Dividend Access Share) of such cash dividend or cash dividends or Ordinary Share Bonus Issue per ordinary share multiplied by the then Reference Series 1 Class B Shares Number. Where a dividend in cash is announced which may at the election of a shareholder or shareholders be satisfied by the issue or delivery of ordinary shares in an Ordinary Share Bonus Issue, or where an Ordinary Share Bonus Issue is announced which may at the election of a shareholder or shareholders be satisfied by the payment of cash, then the fair market value of such dividend or Ordinary Share Bonus Issue will be deemed to be the amount of the dividend in cash or of the payment in cash (as the case may be) less (B) the fair market value (as defined in the terms of issue of the Series 1 Dividend Access Share) of the aggregate amount of any dividend or distribution paid or made on the Series 1 Class B Shares and/or on any ordinary shares issued on conversion of the B Shares (regardless of who holds such Series 1 Class B Shares or ordinary shares at the relevant time) in the period from (but excluding) the immediately preceding Relevant Date (or, if none, 22 December 2009) to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series 1 Class B Shares to (and including) such earlier Series 1 Class B Dividend Stop Date), provided that the first semi-annual Dividend Access Share Dividend will never be less than zero.

If paid or made, the second semi-annual Dividend Access Share Dividend on the Series 1 Dividend Access Share will be equivalent to (A) the greater of:

(i) 7% of the Reference Amount multiplied by the actual number of days in the period from (but excluding) the Relevant Date falling on (or nearest to) one year prior to the current Relevant Date (or, if none, 22 December 2009) to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series 1 Class B Shares, to (and including) such earlier Series 1 Class B Dividend Stop Date) divided by 365 (or 366 in a leap year) and

(ii) if a cash dividend or cash dividends on the ordinary shares or Ordinary Share Bonus Issue(s) is/are paid or made in the period from (but excluding) the Relevant Date falling on (or nearest to) one year prior to the current Relevant Date (or, if none, 22 December 2009) to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series 1 Class B Shares, to (and including) such earlier Series 1 Class B Dividend Stop Date) the Participation Rate of the aggregate fair market value of such cash dividend(s) or Ordinary Share Bonus Issue(s) per ordinary share multiplied by the then Reference Series 1 Class B Shares Number. Where a dividend in cash is announced which may at the election of a shareholder or shareholders be satisfied by the issue or delivery of ordinary shares in an Ordinary Share Bonus Issue, or where an Ordinary Share Bonus Issue is announced which may at the election of a shareholder or shareholders be satisfied by the payment of cash, then the fair market value of such dividend or Ordinary Share Bonus Issue will be deemed to be the amount of the dividend in cash or of the payment in cash (as the case may be) less (B) the fair market value of the aggregate amount of any dividend or distribution paid or made on the Series 1 Class B Shares and/or on any ordinary shares issued on conversion of the Series 1 Class B Shares (regardless of who holds such Series 1 Class B Shares or ordinary shares at the relevant time) in the period from (but excluding) the Relevant Date falling on (or nearest to) one year prior to the current Relevant Date (or, if none, 22 December 2009) to (and including) the current Relevant Date (or, if there has occurred prior to such current Relevant Date a Series 1 Class B Dividend Stop Date in respect of any Series 1 Class B Shares, then in respect of those Series  1 Class B Shares to (and including) such earlier Series 1 Class B Dividend Stop Date) and less the fair market value of the immediately preceding first semi-annual Dividend Access Share Dividend or Bonus Issue paid or made (if any), provided that the second semi-annual Dividend Access Share Dividend will never be less than zero.

If the Participation Rate is adjusted during the course of a financial year, the amount of the semi-annual Dividend Access Share Dividend in such financial year, if determined by reference to the Participation Rate, will itself be adjusted in such manner as the Independent Financial Adviser (acting as an expert) considers appropriate to take account of the date(s) on which the adjustment(s) to the Participation Rate become effective. A written opinion of the Independent Financial Adviser will be conclusive and binding on all parties, save in the case of manifest error.

 
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In the event of a change in the frequency of dividend payments on the ordinary shares such that they are not paid semi-annually consistent with the payment of Dividend Access Share Dividends on the Series 1 Dividend Access Share, the company will make such changes to the Dividend Access Share Dividend payment arrangements described above as, following consultation with the Independent Financial Adviser (acting as an expert), it determines are fair and reasonable to take account of such changed frequency.

Non-cumulative dividends on the Series 1 Dividend Access Share will be payable in respect of the period up to and including the Series 1 Class B Dividend Stop Date (if any). After the Series 1 Class B Dividend Stop Date (if any), the right of the holder of the Series 1 Dividend Access Share to Dividend Access Share Dividends in respect of any Series 1 Class B Shares in issue during each of the 30 consecutive dealing days during which the Trigger Event occurs will cease, but this is without prejudice to the right to Dividend Access Share Dividends in respect of any Series 1 Class B Shares not in issue on each such day.

Bonus Issue of Series 1 Class B Shares on the Series 1 Dividend Access Share
If the board of directors decides to pay a Dividend Access Share Dividend and either (i) no dividend has been paid on the ordinary shares and/or distribution made thereon in respect of the corresponding period, or (ii) a dividend has been paid and/or a distribution has been made on the ordinary shares otherwise than in cash in respect of the corresponding period, the board of directors may in its discretion determine that such Dividend Access Share Dividend will be paid in whole or in part by the company issuing Series 1 Class B Shares, credited as fully paid, to the holder of the Series 1 Dividend Access Share. The number of such further Series 1 Class B Shares to be issued to the holder will be such number of Series 1 Class B Shares as is certified by an Independent Financial Adviser (acting as an expert) to be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of such semi-annual Dividend Access Share Dividend or part thereof otherwise payable to such holder of the Series 1 Dividend Access Share, based on the fair market value of a Series 1 Class B Share at the time of such determination. A written opinion of such Independent Financial Adviser will be conclusive and binding on all parties, save in the case of manifest error. The additional Series 1 Class B Shares will rank pari passu in all respects with the fully paid Series 1 Class B Shares then in issue save only as regards participation in the relevant dividend.

Restrictions following non-payment of dividend
If any Dividend Access Share Dividend is not declared and paid in full in cash or otherwise, the company:

(i) may not, and will procure that no subsidiary undertaking of the company will, declare or pay dividends or other distributions on any Parity Securities (whether in cash or otherwise, and whether payable on the same date as the relevant Dividend Access Share Dividend or subsequently) or make any Ordinary Share Bonus Issue (whether to be made on the same date as the relevant Dividend Access Share Dividend or subsequently), and the company may not, and will procure that no subsidiary undertaking of the company shall, set aside any sum for the payment of these dividends or distributions; and

(ii) may not, and will procure that no subsidiary undertaking of the company will, redeem, purchase or otherwise acquire (whether on the same date as the relevant Dividend Access Share Dividend is payable or subsequently) for any consideration any of its Parity Securities or any depository or other receipts or certificates representing Parity Securities (other than any such purchases or acquisitions which are made in connection with any Employee Share Scheme (as defined in the terms of issue of the Series 1 Dividend Access Share)) and (save as aforesaid) the company may not, and will procure that no subsidiary undertaking of the company shall, set aside any sum or establish any sinking fund (whether on the same date as the relevant Dividend Access Share Dividend is payable or subsequently) for the redemption, purchase or other acquisition of Parity Securities or any depositary or other receipts or certificates representing Parity Securities, in each case until such time as Dividend Access Share Dividends are no longer payable or payment of Dividend Access Share Dividends in cash or otherwise has resumed in full, as the case may be.

Definitions in relation to this Dividend Access Share subsection
“Bonus Issue” means a bonus issue of Series 1 Class B Shares to the holder of the Series 1 Dividend Access Share.

“Independent Financial Adviser” means an independent financial institution appointed by the company and approved by HM Treasury.

“Ordinary Share Bonus Issue” means a bonus issue of fully paid ordinary shares to holders of ordinary shares in lieu of a dividend.

“Parity Securities” means ordinary shares, Series 1 Class B Shares and any other securities of the company or its subsidiary undertakings which rank pari passu with the ordinary shares, and/or Series 1 Class B Shares on a return of capital on a winding up, either issued by the company or issued by a subsidiary undertaking of the company with terms attached which benefit from a guarantee or support agreement entered into by the company which ranks pari passu with the ordinary shares, and/or Series 1 Class B Shares on a return of capital on a winding up.

‘‘Reference Amount’’ means £25,500,000,000 plus the aggregate Relevant Amount of any further Series 1 Class B Shares issued by the company to HM Treasury after 22 December 2009 and before the record date for the relevant Dividend Access Share Dividend, less the aggregate Relevant Amount of any Series 1 Class B Shares which were in issue during the 30 consecutive dealing days during which a Series 1 Class B
Dividend Trigger Event occurred. “Reference Series 1 Class B Shares Number” means the Reference Amount divided by the Relevant Amount.

 
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 “Relevant Amount” means £0.50 (subject to adjustment from time to time to reflect any consolidation, redesignation or subdivision in relation to the Series 1 Class B Shares) per Series 1 Class B Share.

“Relevant Date” means in respect of any semi-annual Dividend Access Share Dividend or Bonus Issue, the date on which the company pays or makes the same or (subject to adjustment for a change to the company’s accounting reference date), if the same is not paid or made, means 31 October of the relevant year in the case of a first semi-annual Dividend Access Share Dividend or Bonus Issue, and 31 May of the relevant year in the case of a second semi-annual Dividend Access Share Dividend or Bonus Issue.

“Series 1 Class B Dividend Stop Date” means the date falling 20 days after the Series 1 Class B Dividend Trigger Event.

“Series 1 Class B Dividend Trigger Event” means, in relation to the Series 1 Class B Shares in issue at the relevant time, the daily volume weighted average price of the company’s ordinary shares on the London Stock Exchange equals or exceeds £0.65 per ordinary share (subject to adjustment) for 20 or more complete dealing days in any period of 30 consecutive dealing days.

Distribution of assets on liquidation
Cumulative preference shares
In the event of a return of capital on a winding-up or otherwise, the holders of cumulative preference shares are entitled to receive out of t he surplus assets of the company available for distribution amongst the members (i) in priority to the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the arrears of any fixed dividends including the amount of any dividend due for a payment after the date of commencement of any winding-up or liquidation but which is payable in respect of a half-year period ending on or before such date and (ii) pari passu with the holders of the non-cumulative preference shares and any other shares ranking pari passu therewith, the amount paid up or credited as paid up on such shares together with any premium.

Non-cumulative preference shares
Each non-cumulative preference share will confer on a winding up or liquidation (except (unless otherwise provided by the terms of issue) a redemption or purchase by the company of any shares in the capital of the company), the right to receive out of surplus assets of the company available for distribution amongst the members after payment of the arrears (if any) of the cumulative dividend on the cumulative preference shares and in priority to the holders of the ordinary shares, repayment of the amount paid up or credited as paid up on the non-cumulative preference shares together with any premium paid on issue pari passu with the holders of the cumulative preference shares and together with an amount equal to accrued and unpaid dividends.

Non-voting deferred shares
On a winding-up or other return of capital of the company, holders of non-voting deferred shares are entitled only to payment of the amounts paid up on the non-voting deferred shares, after repayment to the holders of ordinary shares of the nominal amount paid up on the ordinary shares held by them and payment of £ 100,000 on each ordinary share.

B Shares
On a winding-up, holders of the Series 1 Class B Shares will rank equally with the holders of the ordinary shares, the Series 1 Dividend Access Share and any other class of shares or securities of the company which rank equally with the Series 1 Class B Shares, the Series 1 Dividend Access Share or the ordinary shares on a winding-up or liquidation, and junior to all other shareholders and all creditors of the company. For these purposes, on a winding-up each holder of a Series 1 Class B Share will be deemed to hold one (as adjusted from time to time) ordinary share of the company for every Series 1 Class B Share held at the date of the commencement of such winding-up, and will be entitled to receive out of the surplus assets of the company remaining after payment of all prior-ranking claims, a sum equal to that payable to a holder of one (as adjusted) ordinary share in such event.

Dividend Access Share
On a winding-up, the holder of the Series 1 Dividend Access Share will ran k equally with the holders of the ordinary shares, the Series 1 Class B Shares and any other class of shares or securities of the company which rank equally with the Series 1 Dividend Access Share, the Series 1 Class B Shares or the ordinary shares on a winding-up or liquidation, and junior to all other shareholders and all creditors of the company. For these purposes, on a winding-up the holder of the Series 1 Dividend Access Share will be deemed to hold one (as adjusted from time to time) ordinary share of the company, and will be entitled to receive out of the surplus assets of the company remaining after payment of all prior-ranking claims, a sum equal to that payable to a holder of one (as adjusted) ordinary share in such event.

General
On a winding-up of the company, the liquidator may, with the authority of any extraordinary resolution and any other sanction required by the Insolvency Act 1986 and subject to the rights attaching to any class of shares after payment of all liabilities, including the payment to holders of preference shares, divide amongst the members in specie or kind the whole or any part of the assets of the company or vest the whole or any part of the assets in trustees upon such trusts for the benefit of the members and may determine the scope and terms of those trusts. No member shall be compelled to accept any assets on which there is a liability.

 
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Voting Rights
General
Subject to any rights or restrictions as to voting attaching to any shares or class of shares, on a show of hands every member who is present in person or by proxy at a general meeting shall have one vote (except that a proxy who is appointed by more than one member has one vote for and one vote against if the proxy has been instructed by one or more members to vote for the resolution and by one or more members to vote against the resolution) and on a poll every member present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held by him. No member shall, unless the directors otherwise determine, be entitled to vote at a general meeting or at a separate meeting of the holders of shares in the capital of the company, either in person or by proxy, in respect of any share held by him unless all monies presently payable by him in respect of that share have been paid. There is no obligation on the company to check and ensure that a proxy is voting at a general meeting in accordance with the voting directions provided by the appointing member.  The chairman of a general meeting does not have a casting vote in the event of an equality of votes, as this is not permitted under the 2006 Act. The quorum required for a meeting of members is not less than five members present in person and entitled to vote. If a meeting is adjourned because of the lack of a quorum, the members present in person or by proxy and entitled to vote will constitute a quorum at the adjourned meeting.

Meetings are convened upon written notice of not less than 21 days in respect of annual general meetings of members and not less than 14 days in respect of other meetings of members subject to certain conditions. An adjourned meeting may be called at shorter notice than applied to the original meeting, but where a meeting is adjourned for lack of quorum only if the adjourned meeting is held at least ten days after the original meeting and does not include any new business.

Cumulative preference shares
At a general meeting of the company, every holder of a cumulative preference share who is present in person or by proxy shall be entitled to one vote on a show of hands and, on a poll, every person who is present in person or by proxy shall have one vote for each 25 pence in nominal amount of shares held. No member shall be entitled to vote any share in person or by proxy unless all moneys owed in respect of that share have been paid.

Non-cumulative preference shares
Holders of non-cumulative preference shares are not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution directly varying or abrogating the rights attached to any such shares and then in such case only to speak to and vote upon any such resolution. However, holders have the right to vote in respect of any matter when the dividend payable on their shares has not been declared in full for such number of dividend periods as the directors shall determine prior to the allotment thereof. Whenever a holder is entitled to vote at a general meeting, on a show of hands every shareholder who is present in person has one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes as may be determined by the directors prior to allotment.

Non-voting deferred shares
The holders of non-voting deferred shares are not entitled to receive notice of or to attend or vote at any general meeting of the company or otherwise receive any shareholder communication.

B Shares
Holders of the Series 1 Class B Shares are not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution varying or abrogating the rights attached to any such shares and then in such case only to speak to and vote upon any such resolution. If entitled to vote, each holder is entitled on a poll to two votes for each Series 1 Class B Share held.

Dividend Access Share
The holder of the Series 1 Dividend Access Share is not entitled to attend or vote at any general meeting unless the business of the meeting includes the consideration of a resolution for the winding-up of the company or any resolution varying or abrogating the rights attached to such share and then in such case only to speak to and vote upon any such resolution. If entitled to vote, the holder is entitled on a poll to one vote.

Redemption
Except as set forth in the following paragraph, unless the directors determine, prior to allotment of any particular series of non-cumulative preference shares, that such series shall be non-redeemable, the preference shares will be redeemable at the option of the company on any date which (subject to certain exceptions described in the terms of such shares) falls no earlier than such date (if any) as may be fixed by the directors, prior to allotment of such shares. On redemption, there shall be paid on each non-cumulative preference share the aggregate of its nominal amount together with any premium paid on issue, where applicable a redemption premium and accruals of dividend.

If the company wishes to issue redeemable shares, the Directors are authorised to determine the terms and manner of redemption.

Purchase
General
Under the 2006 Act a company requires shareholder authority to purchase its own shares, consolidate and sub-divide its shares and reduce its share capital. Whenever non-cumulative preference shares are issued in the future the Articles have no restriction on the maximum purchase price payable by the company unless such restriction is expressly applied by the directors in relation to an issuance of non-cumulative preference shares.


 
 
 
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Conversion rights
Convertible preference shares carry the right to convert into ordinary shares if they have not been the subject of a notice of redemption from the company, on or before a specified date determined by the directors. The right to convert will be exercisable by service of a conversion notice on the company within a specified period. The company will use reasonable endeavours to arrange the sale, on behalf of convertible preference  shareholders who have submitted a conversion notice, of the ordinary shares which result from such conversion and to pay to them the proceeds of such sale so that they receive net proceeds equal to the nominal value of the convertible preference shares which were the subject of the conversion notice and any premium at which such shares were issued, provided that ordinary shares will not be sold at below a benchmark price (as determined prior to the issue of the relevant convertible preference shares by the directors).

B Shares
The B Shares are convertible into Ordinary Shares at HM Treasury’s option at an initial conversion price of £0.50 per share, subject to adjustment. In December 2003, following the payment of aggregate dividends of £1 in respect of each AVS, all issued and outstanding AVSs were de-listed from the Official List and from trading on the London Stock Exchange’s market for listed securities and converted into non-voting deferred shares of £0.01 each.

Changes in share capital and variation of rights
Subject to the provisions of the 2006 Act and without prejudice to any rights attached to any existing shares or class of shares, any share may be issued with such rights or restrictions as the company may by ordinary resolution determine or, subject to and in default of such determination, as the Board shall determine. Subject to the provisions of the 2006 Act, the company may issue shares which are, or at the option of the company or the holder are liable, to be redeemed. Subject to the provisions of the 2006 Act and the Articles, unissued shares are at the disposal of the Board.

The company may by ordinary resolution: increase its share capital; consolidate and divide all or any of its share capital into shares of larger amount than its existing shares; subject to the provisions of the 2006 Act, subdivide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum; or cancel any shares which have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

Subject to the provisions of the 2006 Act, if at any time the capital of the company is divided into different classes of shares, the rights attached to any class of shares may (unless further conditions are provided by the terms of issue of the shares of that class) be varied or abrogated, whether or not the company is being wound up, either with the consent in writing of the holders of three-quarters in-nominal value of the issued shares of the class or with the sanction of an extraordinary resolution passed at a separate general meeting of holders of the shares of the class (but not otherwise). To any such separate general meeting the provision of the Articles relating to general meeting s will apply, save that:

(i) if at any adjourned meeting of such holders a quorum as defined above is not present, two people who hold shares of the class, or their proxies, are a quorum; and

(ii) any such holder present in person or by proxy may demand a poll

The rights attaching to any class of shares having preferential rights are not, unless otherwise expressly provided by the terms of issue thereof, deemed to be varied by the creation or issue of further shares ranking, as regards participation in t he profits or assets of the company, pari passu therewith, but in no respect in priority thereto.

Disclosure of interests in shares
The 2006 Act gives the company the power to require persons who it believes to be, or have been within the previous three years, interested in its shares, to disclose prescribed particulars of those interests. Failure to supply the information or supplying a statement which is materially false may lead to the Board imposing restrictions upon the relevant shares. The restrictions available are the suspension of voting or other rights conferred by membership in relation to meetings of the company in respect of the relevant shares and, additionally, in the case of a shareholding representing at least 0.25 per cent of the class of shares concerned, the withholding of payment of dividends on, and the restriction of transfers of, the relevant shares.

Limitations on rights to own share
There are no limitations imposed by UK law or the Memorandum and Articles on the right of non-residents or foreign persons to hold or vote the company's shares other than the limitations that would generally apply to all of the company's shareholders.

Members resident abroad
Members with registered addresses outside the United Kingdom are not entitled to receive notices from the company unless they have given the company an address within the United Kingdom at which such notices may be served.

Sending notices and other documents to shareholders
The company may communicate with members by electronic and/or website communications.  A member whose registered address is not within the United Kingdom shall not be entitled to receive any notice from the Company unless he gives the Company a postal address within the United Kingdom at which notices may be given to him.



 
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Documents on display
Documents concerning the company may be inspected at 36 St Andrew Square, Edinburgh, EH2 2YB.

Executive directors’ service contracts and copies of directors’ indemnities granted by the company in terms of section 236 of the Companies Act 2006 may be inspected at the company’s office at Gogarburn, Edinburgh, EH12 1HQ (telephone 0131 626 4114).

In addition, we file reports and other information with the SEC. You can read and copy these reports and other information at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room or contact the offices of The New York Stock Exchange, on which certain of our securities are listed, at 20 Broad Street, New York, New York 10005. The SEC also maintains a website at www.sec.gov which contains in electronic form each of the reports and other information that we have filed electronically with the SEC.

Incorporation and registration
The company was incorporated and registered in Scotland under the Companies Act 1948 as a limited company on 25 March 1968 under the name National and Commercial Banking Group Limited, and changed its name to The Royal Bank of Scotland Group Limited on 3 September 1979. On 10 March 1982 it was re-registered under the Companies Acts 1948 to 1980 as a public company with limited liability. The company is registered under Company No. SC45551.


 
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Glossary of terms

Adjustable rate mortgage (ARM) - in the US, a variable-rate mortgage. ARMs include: hybrid ARMs which typically have a fixed-rate period followed by an adjustable-rate period; interest-only ARMs where interest only is payable for a specified number of years, typically for three to ten years; and payment-option ARMs that allow the borrower to choose periodically between various payment options.

Alt-A (Alternative A-paper) - a US description for mortgage loans with a higher credit quality than sub-prime loans but with features that disqualify the borrower from a traditional prime loan. Alt-A lending characteristics include limited documentation; high loan-to-value ratio; secured on non-owner occupied properties; and debt-to-income ratio above normal limits.

Arrears - the aggregate of contractual payments due on a debt that have not been met by the borrower. A loan or other financial asset is said to be 'in arrears' when payments have not been made.  When a customer is in arrears, the entire outstanding balance is said to be delinquent (see Delinquency).

Asset-backed commercial paper (ABCP) - a form of asset-backed security generally issued by a commercial paper conduit.

Asset-backed securities (ABS) - securities that represent interests in specific portfolios of assets. They are issued by a special purpose entity following a securitisation. The underlying portfolios commonly comprise residential or commercial mortgages but can include any class of asset that yields predictable cash flows. Payments on the securities depend primarily on the cash flows generated by the assets in the underlying pool and other rights designed to assure timely payment, such as guarantees or other credit enhancements. Collateralised bond obligations, collateralised debt obligations, collateralised loan obligations, commercial mortgage backed securities and residential mortgage backed securities are all types of ABS.

Asset protection scheme credit default swap - in 2009, the Group became party to the Asset Protection Scheme under which it purchased credit protection over a portfolio of specified assets and exposures (“covered assets”) from Her Majesty’s Treasury acting on behalf of the UK Government.  The contract is accounted for as a derivative financial instrument.  It is recognised at fair value and included in Derivatives on the balance sheet.  Changes in its fair value are recognised in profit or loss within Income from trading activities.

Assets under management - assets managed by the Group on behalf of clients.

Bank levy - a levy that applies to certain UK banks, building societies and the UK operations of foreign banks from 1 January 2011. The levy is payable based on a percentage of the chargeable equity and liabilities of the bank as at the balance sheet date.

Basel II - the capital adequacy framework issued by the Basel Committee on Banking Supervision in June 2006 in the form of the ‘International Convergence of Capital Measurement and Capital Standards’.

Basel III - in December 2010, the Basel Committee on Banking Supervision issued final rules: ‘Basel III: A global regulatory framework for more resilient banks and banking systems’ and ‘Basel III: International framework for liquidity risk measurement, standards and monitoring’. These strengthened global regulatory standards on bank capital adequacy and liquidity and will be phased in from 2013 with full implementation by 1 January 2019.

Basis point - one hundredth of a per cent i.e. 0.01 per cent. 100  basis points is 1 per cent. Used when quoting movements in interest rates or yields on securities.

Certificates of deposit (CDs) - bearer negotiable instruments acknowledging the receipt of a fixed term deposit at a specified interest rate.

Collateralised bond obligations (CBOs) - asset-backed securities for which the underlying asset portfolios are bonds, some of which may be sub-investment grade.

Collateralised debt obligations (CDOs) - asset-backed securities for which the underlying asset portfolios are debt obligations: either bonds (collateralised bond obligations) or loans (collateralised loan obligations) or both. The credit exposure underlying synthetic CDOs derives from credit default swaps. The CDOs issued by an individual vehicle are usually divided in different tranches: senior tranches (rated AAA), mezzanine tranches (AA to BB), and equity tranches (unrated). Losses are borne first by the equity securities, next by the junior securities, and finally by the senior securities; junior tranches offer higher coupons (interest payments) to compensate for their increased risk.

Collateralised debt obligation squared (CDO-squared) - a type of collateralised debt obligation where the underlying asset portfolio includes tranches of other CDOs.

Collateralised loan obligations (CLOs) - asset-backed securities for which the underlying asset portfolios are loans, often leveraged loans.

Collectively assessed loan impairment provisions - impairment loss provisions in respect of impaired loans, such as credit cards or personal loans, that are below individual assessment thresholds. Such provisions are established on a portfolio basis, taking account of the level of arrears, security, past loss experience, credit scores and defaults based on portfolio trends.

Commercial mortgage backed securities (CMBS) - asset-backed securities for which the underlying asset portfolios are loans secured on commercial real estate.

Commercial paper (CP) - unsecured obligations issued by a corporate or a bank directly or secured obligations (asset-backed CP), often issued through a commercial paper conduit, to fund working capital. Maturities typically range from two to 270 days. However, the depth and reliability of some CP markets means that issuers can repeatedly roll over CP issuance and effectively achieve longer term funding. CP is issued in a wide range of denominations and can be either discounted or interest-bearing.

 
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Commercial paper conduit - a special purpose entity that issues commercial paper and uses the proceeds to purchase or fund a pool of assets. The commercial paper is secured on the assets and is redeemed either by further commercial paper issuance, repayment of assets or liquidity drawings.

Commercial real estate - freehold and leasehold properties used for business activities. Commercial real estate includes office buildings, industrial property, medical centres, hotels, retail stores, shopping centres, agricultural land and buildings, warehouses, garages etc.

Constant proportion portfolio insurance notes (CPPI notes) - CPPI is the name given to a trading strategy that is designed to ensure that a fixed minimum return is achieved either at all times or more typically, at a set date in the future. Essentially the strategy involves continuously re- balancing the portfolio of investments during the term of the product between performance assets and safe assets using a pre-set formula. CPPI notes provide investors with a return linked to a CPPI portfolio.

Contractual maturity - the date in the terms of a financial instrument on which the last payment or receipt under the contract is due for settlement.

Core Tier 1 capital - called-up share capital and eligible reserves plus equity non-controlling interests, less intangible assets and other regulatory deductions.

Core Tier 1 capital ratio - core Tier 1 capital as a percentage of risk-weighted assets.

Cost:income ratio - operating expenses as a percentage of total income.

Coverage ratio - impairment provisions as a percentage of impaired loans.

Covered bonds - debt securities backed by a portfolio of mortgages that are segregated from the issuer's other assets solely for the benefit of the holders of the covered bonds.

CRD III - the CRD III package came into force on 1 January 2011.  It requires higher capital requirements for re-securitisations; upgrades disclosure standards for securitisation exposures; strengthens capital requirements for the trading book; and introduces new remuneration rules.

CRD IV - in July 2011, the European Commission published its proposed legislation for a Capital Requirements Directive and a Capital Requirements Regulation, which together form the CRD IV package. The package implements the Basel III capital proposals and also includes new proposals on sanctions for non-compliance with prudential rules, corporate governance and remuneration. It is due to be implemented from 1 January 2013 with transitional arrangements for some of its requirements.

Credit default swap (CDS) - a contract where the protection seller receives premium or interest-related payments in return for contracting to make payments to the protection buyer upon a defined credit event in relation to a reference financial asset or portfolio of financial assets. Credit events usually include bankruptcy, payment default and rating downgrades.

Credit derivative product company (CDPC) - a special purpose entity that sells credit protection under credit default swaps or certain approved forms of insurance policies. Sometimes they can also buy credit protection. CDPCs are similar to monoline insurers. However, unlike monoline insurers, they are not regulated as insurers.

Credit derivatives - contractual agreements that provide protection against a credit event on one or more reference entities or financial assets. The nature of a credit event is established by the protection buyer and protection seller at the inception of a transaction, and such events include bankruptcy, insolvency or failure to meet payment obligations when due. The buyer of the credit derivative pays a periodic fee in return for a payment by the protection seller upon the occurrence, if any, of a credit event. Credit derivatives include credit default swaps, total return swaps and credit swap options.

Credit enhancements - techniques that improve the credit standing of financial obligations; generally those issued by an SPE in a securitisation. External credit enhancements include financial guarantees and letters of credit from third-party providers. Internal enhancements include excess spread - the difference between the interest rate received on the underlying portfolio and the coupon on the issued securities; and over-collateralisation - on securitisation, the value of the underlying portfolio is greater than the securities issued.

Credit risk - the risk that the Group will incur losses owing to the failure of customers to meet their financial obligations to the Group.

Credit risk assets - loans and advances (including overdraft facilities), instalment credit, finance lease receivables and other traded instruments across all customer types.

Credit risk mitigation - techniques such as the taking of collateral or obtaining a guarantee or other form of credit protection from a related or third party that reduce the credit risk associated with an exposure .

Credit risk spread - the difference between the coupon on a debt instrument and the benchmark or the risk-free interest rate for the instrument's maturity structure. It is the premium over the risk-free rate required by the market for the credit quality of a particular debt instrument.

Credit valuation adjustments - adjustments to the fair values of derivative assets to reflect the creditworthiness of the counterparty.

 
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Glossary of terms continued
Currency swap - an arrangement in which two parties exchange specific principal amounts of different currencies at inception and subsequently interest payments on the principal amounts. Often, one party will pay a fixed rate of interest, while the other will pay a floating rate (though there are also fixed-fixed and floating-floating arrangements). At the maturity of the swap, the principal amounts are usually re-exchanged.

Customer accounts - money deposited with the Group by counterparties other than banks and classified as liabilities. They include demand, savings and time deposits; securities sold under repurchase agreements; and other short term deposits. Deposits received from banks are classified as deposits by banks.

Debt restructuring - see Renegotiated loans.

Debt securities - transferable instruments creating or acknowledging indebtedness. They include debentures, bonds, certificates of deposit, notes and commercial paper. The holder of a debt security is typically entitled to the payment of principal and interest, together with other contractual rights under the terms of the issue, such as the right to receive certain information. Debt securities are generally issued for a fixed term and redeemable by the issuer at the end of that term. Debt securities can be secured or unsecured.

Debt securities in issue - unsubordinated debt securities issued by the Group. They include commercial paper, certificates of deposit, bonds and medium-term notes.

Deferred tax asset - income taxes recoverable in future periods as a result of deductible temporary differences (temporary differences between the accounting and tax base of an asset or liability that will result in tax deductible amounts in future periods) and the carry-forward of tax losses and unused tax credits.

Deferred tax liability - income taxes payable in future periods as a result of taxable temporary differences (temporary differences between the accounting and tax base of an asset or liability that will result in taxable amounts in future periods).

Defined benefit obligation - the present value of expected future payments required to settle the obligations of a defined benefit plan resulting from employee service.

Defined benefit plan - pension or other post-retirement benefit plan other than a defined contribution plan.

Defined contribution plan - pension or other post-retirement benefit plan where the employer's obligation is limited to its contributions to the fund.
 
Delinquency - a debt or other financial obligation is considered delinquent when one or more contractual payments are overdue. Delinquency is usually defined in terms of days past due. Delinquent and in arrears are synonymous.

Deposits by banks - money deposited with the Group by banks and recorded as liabilities. They include money-market deposits, securities sold under repurchase agreements, federal funds purchased and other short term deposits. Deposits received from customers are recorded as customer accounts.

Derivative - a contract or agreement whose value changes with changes in an underlying index such as interest rates, foreign exchange rates, share prices or indices and which requires no initial investment or an initial investment that is smaller than would be required for other types of contracts with a similar response to market factors. The principal types of derivatives are: swaps, forwards, futures and options.

Discontinued operation - a component of the Group that either has been disposed of or is classified as held for sale. A discontinued operation is either: a separate major line of business or geographical area of operations or part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations; or a subsidiary acquired exclusively with a view to resale.

Effective interest rate method - the effective interest method is a method of calculating the amortised cost of a financial asset or financial liability (or group of financial assets or liabilities) and of allocating the interest income or interest expense over the expected life of the asset or liability. The effective interest rate is the rate that exactly discounts estimated future cash flows to the instrument's initial carrying amount. Calculation of the effective interest rate takes into account fees payable or receivable that are an integral part of the instrument's yield, premiums or discounts on acquisition or issue, early redemption fees and transaction costs. All contractual terms of a financial instrument are considered when estimating future cash flows.

Equity risk - the risk of changes in the market price of the equities or equity instruments arising from positions, either long or short, in equities or equity-based financial instruments.

Exposure at default (EAD) - an estimate of the expected level of utilisation of a credit facility at the time of a borrower's default. The EAD may be higher than the current utilisation (e.g. in the case where further drawings may be made under a revolving credit facility prior to default) but will not typically exceed the total facility limit.

 
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Fannie Mae (Federal National Mortgage Association) - a US Government Sponsored Enterprise. It buys mortgages, principally issued by banks, on the secondary market, pools them, and sells them as residential mortgage-backed securities to investors on the open market. Its obligations are not explicitly guaranteed by the full faith and credit of the US Government.

Federal Agencies - US federal agencies are independent bodies established by the US Government for specific purposes such as the management of natural resources, financial oversight or national security. A number of agencies, including Ginnie Mae, issue or guarantee publicly traded debt securities.

Federal Home Loan Mortgage Corporation - see Freddie Mac.

Federal National Mortgage Association - see Fannie Mae.

FICO score - a credit score calculated using proprietary software developed by the Fair Isaac Corporation in the US from a consumer's credit profile. The scores range between 300 and 850 and are used in credit decisions made by banks and other providers of credit.

Financial Services Compensation Scheme (FSCS) - the UK's statutory fund of last resort for customers of authorised financial services firms .   It pays compensation if a firm is unable to meet its obligations. The FSCS funds compensation for customers by raising management expenses levies and compensation levies on the financial services industry.

First/second lien - a lien is a charge such as a mortgage held by one party, over property owned by a second party, as security for payment of some debt, obligation, or duty owed by that second party. The holder of a first lien takes precedence over all other encumbrances on that property i.e. second and subsequent liens.

Forbearance - the term generally applied to an agreement, principally in relation to secured loans with retail customers experiencing temporary financial difficulty, to a payment moratorium, to reduced repayments or to roll up arrears. Forbearance loans are a subset of Renegotiated loans.

Forward contract - a contract to buy (or sell) a specified amount of a physical or financial commodity, at an agreed price, at an agreed future date.

Freddie Mac (Federal Home Loan Mortgage Corporation) - a US Government Sponsored Enterprise. It buys mortgages, principally issued by thrifts, on the secondary market, pools them, and sells them as residential mortgage-backed securities to investors on the open market. Its obligations are not explicitly guaranteed by the full faith and credit of the US Government.

Funding and liquidity risk - the risk that the Group does not have sufficient financial resources to meet its commitments when they fall due, or can secure them only at excessive cost.
 
Futures contract - a contract which provides for the future delivery (or acceptance of delivery) of some type of financial instrument or commodity under terms established at the outset. Futures differ from forward contracts in that they are traded on recognised exchanges and rarely result in actual delivery; most contracts are closed out prior to maturity by acquisition of an offsetting position.

G10 - the Group of Ten comprises the eleven industrial countries (Belgium, Canada, France, Germany, Italy, Japan, the Netherlands, Sweden, Switzerland, the United Kingdom and the United States) that have agreed to participate in the International Monetary Fund’s (IMF’s) General Arrangements to Borrow.

Ginnie Mae (Government National Mortgage Association) - a US Government Agency that guarantees investors the timely payment of principal and interest on mortgage-backed securities for which the underlying asset portfolios comprise federally insured or guaranteed loans - mainly loans insured by the Federal Housing Administration or guaranteed by the Department of Veterans Affairs. Ginnie Mae obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US Government.

Government Sponsored Enterprises (GSEs) -   a group of financial services corporations created by the US Congress. Their function is to improve the efficiency of capital markets and to overcome statutory and other market imperfections which otherwise prevent funds from moving easily from suppliers of funds to areas of high loan demand. They include Fannie Mae and Freddie Mac.

Gross yield -   the interest rate earned on average interest-earning assets i.e. interest income divided by average interest-earning assets.

Guaranteed mortgages - mortgages guaranteed by a government or government agency. In the US, government loan guarantee programmes are offered by the Federal Housing Administration, the Department of Veterans Affairs and the Department of Agriculture's Rural Housing Service. In the Netherlands, the Gemeentegarantie programme is run partly by the central government and partly by the municipalities.

Hedge funds - pooled investment vehicles that are not widely available to the public; their assets are managed by professional asset managers who participate in the performance of the fund.

Home equity loan - a type of loan in which the borrower uses the equity in their home as collateral. A home equity loan creates a charge against the borrower's house.

Impaired loans -   all loans for which an impairment provision has been established; for collectively assessed loans, impairment loss provisions are not allocated to individual loans and the entire portfolio is included in impaired loans.

 
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Glossary of terms continued
Impairment allowance - see Loan impairment provisions.

Impairment losses - (a) for impaired financial assets measured at amortised cost, impairment losses - the difference between carrying value and the present value of estimated future cash flows discounted at the asset's original effective interest rate - are recognised in profit or loss and the carrying amount of the financial asset reduced by establishing a provision (allowance) (b) for impaired available-for-sale financial assets, the cumulative loss that had been recognised directly in equity is removed from equity and recognised in profit or loss as an impairment loss.

Individually assessed loan impairment provisions - impairment loss provisions for individually significant impaired loans assessed on a case-by-case basis, taking into account the financial condition of the counterparty and any guarantor and the realisable value of any collateral held.

Insurance risk - the risk of financial loss through fluctuations in the timing, frequency and/or severity of insured events, relative to the expectations at the time of underwriting.

Internal Capital Adequacy Assessment Process (ICAAP) - the Group’s own assessment, as part of Basel II requirements, of its risks,  how it intends to mitigate those risks and how much current and future capital is necessary having considered other mitigating factors.

International Accounting Standards Board (IASB) - the independent standard-setting body of the IFRS Foundation. Its members are responsible for the development and publication of International Financial Reporting Standards (IFRSs) and for approving Interpretations of IFRS as developed by the IFRS Interpretations Committee.

Interest rate swap - a contract under which two counterparties agree to exchange periodic interest payments on a predetermined monetary principal, the notional amount.

Interest spread -   the difference between the gross yield and the interest rate paid on average interest-bearing liabilities.

Internal funding of trading business - the internal funding of the trading book comprises net banking book financial liabilities that fund financial assets in the Group’s trading portfolios.  Interest payable on these financial liabilities is charged to the trading book.

Investment grade - generally represents a risk profile similar to a rating of BBB-/Baa3 or better, as defined by independent rating agencies.

Key management - directors of RBSG and members of the Group Management Committee.

Latent loss provisions - loan impairment provisions held against impairments in the performing loan portfolio that have been incurred as a result of events occurring before the balance sheet date but which have not been identified as impaired at the balance sheet date. The Group has developed methodologies to estimate latent loss provisions that reflect historical loss experience (adjusted for current economic and credit conditions) and the period between an impairment occurring and a loan being identified and reported as impaired.

Level 1: quoted price - level 1 financial instruments are valued using unadjusted quoted prices in active markets, for identical financial instruments. Examples include G10 government securities, listed equity shares, certain exchange-traded derivatives and certain US agency securities.

Level 2: valuation technique using observable inputs - level 2 financial instruments are valued using techniques based significantly on observable market data. Instruments in this category are valued using: (a) quoted prices for similar instruments or identical instruments in markets which are not considered to be active; or (b) valuation techniques where all the inputs that have a significant effect on the valuations are directly or indirectly based on observable market data.

Level 3: valuation technique with significant unobservable inputs - level 3 financial instruments are valued using a valuation technique where at least one input which could have a significant effect on the instrument’s valuation, is not based on observable market data. Where inputs can be observed from market data without undue cost and effort, the observed input is used. Otherwise, the Group determines a reasonable level for the input. Level 3 financial instruments include cash instruments which trade infrequently, certain syndicated and commercial mortgage loans, unlisted equity shares, certain residual interests in securitisations, super senior tranches of high grade and mezzanine CDOs, other mortgage-based products and less liquid debt securities, certain structured debt securities in issue, and OTC derivatives where valuation depends upon unobservable inputs such as certain credit and exotic derivatives.

Leveraged finance - funding (leveraged finance) provided to a business resulting in an overall level of debt in relation to cash flow that exceeds that which would be considered usual for the business or for the industry in which it operates. Leveraged finance is commonly employed to achieve a specific, often temporary, objective: to make an acquisition, to effect a buy-out or to repurchase shares.

 
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Liquidity coverage ratio (LCR) - the ratio of the stock of high quality liquid assets to expected net cash outflows over the following 30 days. High-quality liquid assets should be unencumbered, liquid in markets during a time of stress and, ideally, be central bank eligible. These include, for example, cash and claims on central governments and central banks. The Basel III rules require this ratio to be at least 100% and it is expected to apply from 2015.

Liquidity enhancements - make funds available to ensure that the issuer of securities, usually a commercial paper conduit, can redeem the securities at maturity. They typically take the form of a committed facility from a third-party bank.

Loan impairment provisions - loan impairment provisions are established to recognise incurred impairment losses on a portfolio of loans classified as loans and receivables and carried at amortised cost. It has three components: individually assessed loan impairment provisions, collectively assessed loan impairment provisions and latent loss provisions.

Loan-to-deposit ratio - the ratio of loans and advances to customers net of provision for impairment losses and excluding reverse repurchase agreements to customer deposits excluding repurchase agreements.

Loan-to-value ratio - the amount of a secured loan as a percentage of the appraised value of the security e.g. the outstanding amount of a mortgage loan as a percentage of the property's value.

Loss given default (LGD) - the economic loss that may occur in the event of default i.e. the actual loss - that part of the exposure that is not expected to be recovered - plus any costs of recovery.

Market risk - the risk that the value of an asset or liability may change as a result of a change in market factors such as foreign exchange rates and commodity prices, interest rates, credit spreads and equity prices .

Master netting agreement - an agreement between two counterparties that have multiple derivative contracts with each other that provides for the net settlement of all contracts through a single payment, in a single currency, in the event of default on, or termination of, any one contract.

Medium term notes (MTNs) - debt securities usually with a maturity of five to ten years, but the term may be less than one year or as long as 50 years. They can be issued on a fixed or floating coupon basis or with an exotic coupon; with a fixed maturity date (non-callable) or with embedded call or put options or early repayment triggers. MTNs are generally issued as senior unsecured debt.

Monoline insurers -   entities that specialise in providing credit protection against the notional and interest cash flows due to the holders of debt instruments in the event of default. This protection is typically in the form of derivatives such as credit default swaps.

Mortgage-backed securities - asset-backed securities for which the underlying asset portfolios are loans secured on property. See Residential mortgage backed securities and Commercial mortgage backed securities.

Mortgage servicing rights -   the rights of a mortgage servicer to collect mortgage payments and forward them, after deducting a fee, to the mortgage lender.

Mortgage vintage - the year in which a mortgage loan was made to the customer.

Negative equity mortgages - mortgages where the value of the property mortgaged is less than the outstanding balance on the loan.

Net interest income - the difference between interest receivable on financial assets classified as loans and receivables or available-for-sale and interest payable on financial liabilities carried at amortised cost.

Net interest margin -   net interest income as a percentage of average interest-earning assets.

Net stable funding ratio (NSFR) - introduced by Basel III, the NSFR is the ratio of available stable funding to required stable funding over a one year time horizon, assuming a stressed scenario. The ratio is required to be over 100% with effect from 2015. Available stable funding would include such items as equity capital, preferred stock with a maturity of over one year and liabilities with a maturity of over one year.  The required amount of stable funding is calculated as the sum of the value of the assets held and funded by the institution, multiplied by a specific required stable funding factor assigned to each particular asset type, added to the amount of potential liquidity exposure multiplied by the associated required stable funding factor.  The NSFR is subject to an observation period and to review to address any unintended consequences .

Non-conforming mortgages - mortgage loans that do not meet the requirements for sale to US Government agencies or US Government sponsored enterprises. These requirements include limits on loan-to-value ratios, loan terms, loan amounts, borrower creditworthiness and other requirements.

Operational risk - the risk of loss resulting from inadequate or failed processes, people, systems or from external events.

Option - an option is a contract that gives the holder the right but not the obligation to buy (or sell) a specified amount of the underlying physical or financial commodity, at a specific price, at an agreed date or over an agreed period. Options can be exchange-traded or traded over-the-counter.

 
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Over-the-counter (OTC) derivatives - are derivatives with tailored terms and conditions negotiated bilaterally, in contrast to exchange traded derivatives that have standardised terms and conditions .

Own credit adjustment - the effect of the Group’s own credit standing on the fair value of financial liabilities.

Past due - a financial asset such as a loan is past due when the counterparty has failed to make a payment when contractually due.

Potential problem loans (PPL) - loans for which an impairment event has taken place but no impairment provision is required. This category is used for fully collateralised advances which are not past due 90 days or revolving credit facilities where identification as 90 days overdue is not feasible.

Prime - prime mortgage loans generally have low default risk and are made to borrowers with good credit records and a monthly income that is at least three to four times greater than their monthly housing expense (mortgage payments plus taxes and other debt payments). These borrowers provide full documentation and generally have reliable payment histories.

Private equity investments -   equity investments in operating companies not quoted on a public exchange. Capital for private equity investment is raised from retail or institutional investors and used to fund investment strategies such as leveraged buyouts, venture capital, growth capital, distressed investments and mezzanine capital.

Probability of default (PD) - the likelihood that a customer will fail to make full and timely repayment of credit obligations over a one year time horizon.

Regular way purchase or sale - a purchase or sale of a financial asset under a contract whose terms require delivery of the asset within the time frame established generally by regulation or convention in the marketplace concerned.

Regulatory capital - the amount of capital that the Group holds, determined in accordance with rules established by the FSA for the consolidated Group and by local regulators for individual Group companies.

Renegotiated loans - loans are generally renegotiated either as part of the ongoing banking relationship with a creditworthy customer or in response to a borrower's financial difficulties. In the latter case, renegotiation encompasses not only revisions to the terms of a loan such as a maturity extension, a payment moratorium, a concessionary rate of interest but also the restructuring of all or part of the exposure including debt forgiveness or a debt for equity swap. Loans renegotiated as part of the ongoing banking relationship with a creditworthy customer are treated as new loans.
Repurchase agreement (Repo) - see Sale and repurchase agreements.

Residential mortgage backed securities (RMBS) -   asset-backed securities for which the underlying asset portfolios are residential mortgages.

Restructured loans - see Renegotiated loans.

Retail loans - loans made to individuals rather than institutions. The loans may be for car purchases, home purchases, medical care, home repair, holidays and other consumer uses.

Return on equity - profit attributable to ordinary and B shareholders divided by average shareholders’ equity as a percentage .

Reverse repurchase agreement (Reverse repo) - see Sale and repurchase agreements.

Risk appetite - an expression of the maximum level of risk that the Group is prepared to accept to deliver its business objectives.

Risk asset ratio (RAR) - total regulatory capital as a percentage of risk-weighted assets.

Risk elements in lending (REIL) -   impaired loans and accruing loans which are contractually overdue 90 days or more as to principal or interest.

Risk-weighted assets  (RWAs) - assets adjusted for their associated risks using weightings established in accordance with the Basel Capital Accord as implemented by the FSA. Certain assets are not weighted but deducted from capital.

Sale and repurchase agreements - in a sale and repurchase agreement one party, the seller, sells a financial asset to another party, the buyer, at the same time the seller agrees to reacquire and the buyer to resell the asset at a later date. From the seller's perspective such agreements are repurchase agreements (repos) and from the buyer's reverse repurchase agreements (reverse repos).

Securitisation -   a process by which assets or cash flows are transformed into transferable securities. The underlying assets or cash flows are transferred by the originator or an intermediary, typically an investment bank, to a special purpose entity which issues securities to investors. Asset securitisations involve issuing debt securities (asset-backed securities) that are backed by the cash flows of income-generating assets (ranging from credit card receivables to residential mortgage loans). Liability securitisations typically involve issuing bonds that assume the risk of a potential insurance liability (ranging from a catastrophic natural event to an unexpected claims level on a certain product type).

 
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Settlement balances - payables and receivables that result from purchases and sales of financial instruments recognised on trade date.  Asset settlement balances are amounts owed to the Group in respect of sales and liability settlement balances are amounts owed by the Group in respect of purchases.

Sovereign exposures - exposures to governments, ministries, departments of governments and central banks.

Special purpose entity (SPE) - an entity created by a sponsor, typically a major bank, finance company, investment bank or insurance company. An SPE can take the form of a corporation, trust, partnership, or a limited liability company. Its operations are typically limited for example in a securitisation to the acquisition and financing of specific assets or liabilities.

Structured credit portfolio (SCP) - a portfolio of certain of the Group’s illiquid assets - principally CDO super senior positions, negative basis trades and monoline exposures - held within Non-Core division.

Structured Investment Vehicle (SIV) -   a limited-purpose operating company that undertakes arbitrage activities by purchasing highly rated medium and long-term, fixed-income assets and funding itself with short-term, highly rated commercial paper and medium-term notes.

Structured notes -   securities that pay a return linked to the value or level of a specified asset or index. Structured notes can be linked to equities, interest rates, funds, commodities and foreign currency.

Student loan related assets - assets that are referenced to underlying student loans.

Subordinated liabilities - liabilities which, in the event of insolvency or liquidation of the issuer, are subordinated to the claims of depositors and other creditors of the issuer.

Sub-prime - mortgage loans to customers with one or more high risk characteristics, such as: unreliable or poor payment histories; loan-to-value ratio of greater than 80%; high debt-to-income ratio; the loan is not secured on the borrower's primary residence; or a history of delinquencies or late payments on the loan.

Super senior CDO - the most senior class of instrument issued by a CDO vehicle. They benefit from the subordination of all other instruments, including AAA rated securities, issued by the CDO vehicle.

Tangible net asset value (TNAV) - owners’ equity attributable to ordinary and B shareholders less intangible assets divided by the number of ordinary and B shares in issue .

Tier 1 capital - core Tier 1 capital plus other Tier 1 securities in issue, less material holdings in financial companies.

Tier 1 capital ratio - Tier 1 capital as a percentage of risk-weighted assets.

Tier 2 capital - qualifying subordinated debt and other Tier 2 securities in issue, eligible collective impairment allowances, unrealised available-for-sale equity gains and revaluation reserves less certain regulatory deductions.

US Government National Mortgage Association - see Ginnie Mae.

Unaudited - financial information that has not been subjected to the audit procedures undertaken by the Group's auditor to enable them to express an opinion on the Group's financial statements.

US Federal Agencies - see Federal Agencies.

Value-at-risk (VaR) -   a technique that produces estimates of the potential change in the market value of a portfolio over a specified time horizon at given confidence levels.

Wholesale funding - wholesale funding comprises Deposits by banks, Debt securities in issue and Subordinated liabilities .

Wrapped security - a debt security where the holder benefits from credit protection provided by a third party, typically a financial guarantor or monoline insurer.

Write - down - a reduction in the carrying value of an asset to record a decline in its fair value or value in use.

Wrong-way risk - the risk of loss when the risk factors driving the exposure to a counterparty or customer are positively correlated with the creditworthiness of that counterparty i . e . the size of the exposure increases at the same time as the risk of the counterparty or customer being unable to meet that obligation, increases.
 


 
 
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Index
 
Accounting
    Consolidated financial statements  
Accounting developments
284
 
Consolidated balance sheet
268
Accounting policies
273
 
Consolidated cash flow statement
272
Critical accounting policies
282
 
Consolidated income statement
266
     
Consolidated statement of changes in equity
269
Approval of accounts
268  
Consolidated statement of comprehensive income
267
     
Notes on the consolidated accounts
286
Asset-backed securities
136      
     
Contingent liabilities and commitments
359
Asset Protection Scheme
205      
     
Corporate governance
 
Audit Committee
   
Compliance with the UK Corporate Governance Code
254
Letter from the Chairman of the Group Audit Committee
221  
The Board and its committees
210
Report of the Group Audit Committee
222      
     
Debt securities in issue
 
Auditors
   
Risk and balance sheet management
133
Auditor’s remuneration
296  
Notes on the consolidated accounts
327
Independent auditor’s report
265      
     
Deposits
 
Available-for-sale financial assets
   
Customer accounts
299
Accounting policies
278  
Deposits by banks
299
Notes on the consolidated accounts
299      
     
Derivatives
 
Average balance sheet
13  
Risk and balance sheet management
143
     
Notes on the consolidated accounts
325
Balance sheet
       
Business review
53  
Description of business
4
Consolidated
268      
     
Directors
 
Bank levy
288  
Biographies
211
     
Interests in shares
262
Board Risk Committee report
   
Remuneration
249
Letter from the Chairman of the Board Risk Committee
   
Remuneration policy
237
Report of the Board Risk Committee
226  
Report of the directors
257
  227  
Service contracts
247
Business divestments
       
Business review
5  
Dividends
 
Notes on the consolidated accounts
335  
History
425
     
Notes on the consolidated accounts
298
Capital adequacy
       
Capital ratios
57, 69  
Earnings per share
 
Capital resources
57, 70  
Business review
9
Notes on the consolidated accounts
357  
Notes on the consolidated accounts
298
         
Cash flow statement
   
Employees
 
Business review
56  
Business review
25
Consolidated
272  
Costs
288
Notes on the consolidated accounts
368, 369  
Headcount
289
     
Report of the directors
257
Central functions/items
4, 47, 370  
Variable compensation
291
         
Charitable contributions
261  
Financial instruments
 
     
Accounting policies
277
     
Critical accounting policies
283
     
Notes on the consolidated accounts
299
         
     
Financial Services Compensation Scheme
360
 

 
 
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Shareholder information continued

 
Financial summary
   
Material contracts
398
Five year financial summary
386
     
     
Net interest income
 
Forward - looking statements
3  
Business review
12
     
Notes on the consolidated accounts
286
Global Banking & Markets
4, 41, 370      
     
Non-Core
4, 48, 370
Global Transaction Services
4, 33, 370      
     
Non-interest income
 
Glossary of terms
440  
Business review
17
     
Notes on the consolidated accounts
287
Going concern
       
Report of the directors
259  
Operating expenses
 
     
Business review
18
Goodwill
   
Notes on the consolidated accounts
288
Accounting policies
275      
Notes on the consolidated accounts
329, 374  
Pensions
 
     
Accounting policies
274
Impairment
   
Critical accounting policies
283
Accounting policies
278  
Directors’ pension arrangements
251
Business review
21  
Notes on the consolidated accounts
292
Critical accounting policies
282  
Pension risk
203
Notes on the consolidated accounts
323      
     
Post balance sheet events
 
Income statement
      261, 378
Business review
9  
Presentation of information
 
Consolidated
256      
     
Property, plant and equipment
 
Insurance claims
   
Accounting policies
275
Accounting policy
276  
Notes on the consolidated accounts
332
Business review
18      
Critical accounting policies
284  
Provisions
 
Notes on the consolidated accounts
338  
Accounting policies
277
     
Notes on the consolidated accounts
323
Insurance premium income
       
Accounting policies
276  
Regulatory developments and reviews
397
Business review
17      
Notes on the consolidated accounts
338  
Related parties
377
         
Intangible assets
   
Remuneration Committee
 
Accounting policies
275  
Directors’ remuneration report
232
Segmental analysis of goodwill
374  
Letter from the Chair of the Remuneration Committee
230
Notes on the consolidated accounts
329      
         
Internal control
254      
         
Investigations
363      
         
Litigation
361      
         
Loans and advances
       
Loans and advances to banks
299      
Loans and advances to customers
299      
 

 
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Shareholder information continued
 
 
Index continued

 
Risk and balance sheet management
   
Short-term borrowings
77
Business risk
202
     
Capital management
68
 
Statement of changes in equity
 
Compliance risk
197
 
Consolidated
269
Country risk
166
     
Credit risk
92
 
Statement of comprehensive income
 
Equity risk
91
 
Consolidated
267
Insurance risk
194
     
Interest rate risk
89
 
Statement of directors’ responsibilities
263
Liquidity and funding risk
74
     
Market risk
187
 
Subordinated liabilities
 
Operational risk
194
 
Consolidated
342
Pension risk
203
 
Parent company
398
Reputational risk
202
     
Structural foreign currency exposures
91
 
Summary of Group results
386
         
Risk-weighted assets
24, 57, 69  
Supervision
396
         
Securitisations and asset transfers
   
Tax
 
Notes on the consolidated accounts
355  
Accounting policies
277
Special purpose entities
82  
Business review
22
     
Critical accounting policies
284
Segmental reporting
   
Notes on the consolidated accounts
297
Business review
23  
Notes on the consolidated accounts - deferred tax
337
Description of business
4      
Notes on the consolidated accounts
370  
UK Corporate
4, 29, 370
         
Share-based payments
   
UK Retail
4, 26, 370
Accounting policies
281      
Notes on the consolidated accounts
290  
Ulster Bank
4, 35, 370
         
Share capital
   
US Retail & Commercial
4, 38, 370
Shareholder information
422      
Notes on the consolidated accounts
350  
Wealth
4, 31, 370
         
Shareholder information
   
Value-at-risk (VaR)
188
Analysis of ordinary shareholders
421      
Annual General Meeting
420      
Shareholder enquiries
420      
 


 
450

 
Shareholder information continued

Important addresses

Shareholder enquiries
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
Telephone: +44 (0)870 702 0135
Facsimile: +44 (0)870 703 6009
Website: www.investorcentre.co.uk/contactus

ADR Depositary Bank
BNY Mellon Shareowner Services
PO Box 358516
Pittsburgh, PA 15252-8516
Telephone: +1 888 269 2377 (US callers)
Telephone: +1 201 680 6825 (International)
Email: shrrelations@bnymellon.com
Website: www.bnymellon.com/shareowner

RBS Secretariat
The Royal Bank of Scotland Group plc
PO Box 1000
Gogarburn Edinburgh EH12 1HQ
Telephone: +44 (0)131 556 8555
Facsimile: +44 (0)131 626 3081

Investor Relations
280 Bishopsgate
London EC2M 4RB
Telephone: +44 (0)207 672 1758
Facsimile: +44 (0)207 672 1801
Email: investor.relations@rbs.com

Registered office
36 St Andrew Square
Edinburgh EH2 2YB
Telephone: +44 (0)131 556 8555
Registered in Scotland No. SC45551

Website
www.rbs.com



Principal offices

The Royal Bank of Scotland Group plc
PO Box 1000 Gogarburn Edinburgh EH12 1HQ
Telephone: +44 (0)131 626 0000

The Royal Bank of Scotland plc
PO Box 1000 Gogarburn Edinburgh EH12 1HQ
280 Bishopsgate London EC2M 4RB

National Westminster Bank Plc
135 Bishopsgate London EC2M 3UR

Citizens
Citizens Financial Group, Inc.
One Citizens Plaza Providence RI 02903 USA

Ulster Bank
11-16 Donegall Square East Belfast BT1 5UB
George's Quay Dublin 2

Direct Line Insurance (formerly RBS Insurance)
Churchill Court Westmoreland Road Bromley Kent BR1 1DP

RBS Holdings USA Inc.
600 Washington Blvd
Stamford CT
06901 USA

Coutts Group
440 Strand London WC2R 0QS

The Royal Bank of Scotland International Limited
Royal Bank House 71 Bath Street
St Helier Jersey Channel Islands JE4 8PJ

NatWest Offshore
23/25 Broad Street
St Helier Jersey Channel Islands JE4 OYX

RBS Holdings N.V.
Gustav Mahlerlaan 350
1082 ME Amsterdam
PO Box 12925
The Netherlands
 

 
451

 

Exhibit Index
 
Exhibit
Number
Description
 
1.1
Memorandum and Articles of Association of The Royal Bank of Scotland Group plc
2.1 (1)
Form of Deposit agreement among The Royal Bank of Scotland Group plc, The Bank of New York as Depositary, and all Owners and Holders from time to time of American Depositary Receipts issued thereunder
2.2 (2)
Form of American Depositary Receipt for ordinary shares of the par value of £0.25 each
2.3 (3)
Letter dated May 12, 2008 from The Bank of New York Mellon as Depository to The Royal Bank of Scotland Group plc relating to the Prerelease of American Depository Receipts
2.4
Neither The Royal Bank of Scotland Group plc nor The Royal Bank of Scotland plc is party to any single instrument relating to long-term debt pursuant to which a total amount of securities exceeding 10% of the Group’s total assets (on a consolidated basis) is authorized to be issued. Each of The Royal Bank of Scotland Group plc and The Royal Bank of Scotland plc hereby agrees to furnish to the Securities and Exchange Commission (the “Commission”), upon its request, a copy of any instrument defining the rights of holders of its long-term debt or the rights of holders of the long-term debt of any of its subsidiaries for which consolidated or unconsolidated financial statements are required to be filed with the Commission.
4.1 (4)
Service agreement for Stephen Hester
4.2 (4)
Service agreement amendment for Stephen Hester
4.3 (5)
Service agreement for Bruce Van Saun
4.4 (6)
Form of Deed of Indemnity for Directors
4.5 (4)
Amendment Agreement dated August 2008, relating to the Consortium and Shareholders’ Agreement dated 28 May 2007, among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis N.V., Fortis SA/NV and, by accession, Fortis Nederland (Holding) N.V., and RFS Holdings B.V. (as supplemented and amended by a Supplemental Consortium and Shareholders’ Agreement dated 17 September 2007)
4.6 (4)
Deed of Accession dated December 2008 among The Royal Bank of Scotland Group plc, Banco Santander, S.A., Fortis Bank Nederland (Holding) N.V., The State of the Netherlands and RFS Holdings B.V.
4.7 (4)
Second Placing and Open Offer Agreement dated 19 January 2009 among The Royal Bank of Scotland Group plc, UBS Limited, Merrill Lynch International and The Commissioners of Her Majesty’s Treasury
4.8 (4)
Pre-accession Commitments Deed poll dated 26 February 2009 by The Royal Bank of Scotland plc
4.9 (7),(8)
Lending Commitments Deed poll dated 26 February 2009 by The Royal Bank of Scotland plc
4.10 (5)
Acquisition and contingent capital agreement dated 26 November 2009 among The Royal Bank of Scotland Group plc and The Commissioners of Her Majesty’s Treasury
 
 
 
452

 
 
   
4.11 (5),(8)
Accession Agreement dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury, The Royal Bank of Scotland plc and The Royal Bank of Scotland Group plc relating to the UK Asset Protection Scheme
4.12 (5)
Agreements to forego Tax reliefs dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury, The Commissioners for Her Majesty’s Revenue and Customs, The Royal Bank of Scotland plc, The Royal Bank of Scotland Group plc and ABN AMRO Bank N.V. in connection with an Exit Fee payable under an Accession Agreement relating to the UK Asset Protection Scheme
4.13 (5)
Agreements to forego Tax reliefs dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury, The Commissioners for Her Majesty’s Revenue and Customs, The Royal Bank of Scotland plc, The Royal Bank of Scotland Group plc and ABN AMRO Bank N.V. in connection with an Acquisition and Contingent Capital Agreement
4.14 (5)
Agreements to forego Tax reliefs dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury, The Commissioners for Her Majesty’s Revenue and Customs, The Royal Bank of Scotland plc, The Royal Bank of Scotland Group plc and ABN AMRO Bank N.V. in connection with an Accession Agreement relating to the UK Asset Protection Scheme
4.15 (5),(8)
State Aid Commitment Deed dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury and The Royal Bank of Scotland Group plc
4.16 (5),(8)
State Aid Cost Reimbursement Deed dated 26 November 2009 among The Commissioners of Her Majesty’s Treasury and The Royal Bank of Scotland Group plc
4.17 (5)
Amendment to the Lending Commitments Deed poll dated 23 March 2010 by The Royal Bank of Scotland plc
4.18 (8),(5)
Restated Consortium and Shareholders’ Agreement dated 1 April 2010, among The Royal Bank of Scotland Group plc, Banco Santander, S.A., The State of the Netherlands and RFS Holdings B.V.
4.19 (5)
UK Asset Protection Scheme Terms and Conditions
4.20 (9),(10)
Purchase and Sale Agreement dated 16 February 2010 in connection with the sale by RBS Sempra Commodities JV, a joint venture owned by the Royal Bank and Sempra Energy, of its metals, oils and European energy business lines
4.21 (11)
Amendment to the Purchase and Sale Agreement dated 30 June 2010 in connection with the sale by RBS Sempra Commodities JV, a joint venture owned by the Royal Bank and Sempra Energy, of its metals, oils and European energy business lines
4.22 (8),(11)
Sale and Purchase Agreement dated 4 August 2010 among The Royal Bank of Scotland plc, National Westminster Bank plc, National Westminster Home Loans Limited and Santander UK plc
4.23 (8),(10)
Transfer Agreement dated 6 August 2010 among the Bank and Ship Bidco Limited.
4.24 (10)
First Supplement to UK Asset Protection Scheme dated 27 August 2010
 
 
 
453

 
 
4.25 (8),(10)
Second Supplement to UK Asset Protection Scheme dated 20 December 2010
4.26 (10)
Third Supplement to UK Asset Protection Scheme dated 10 February 2011
4.27 (8),(9),(10)
Purchase and Sale Agreement dated 20 September 2010 in connection with the sale by RBS Sempra Commodities JV of its Sempra Energy Solutions business line by and among Noble Americas Gas & Power Corp., RBS Sempra Commodities LLP, Sempra Energy and The Royal Bank of Scotland plc
4.28 (8),(9),(10)
Transfer Agreement dated 7 October 2010 in connection with the sale by RBS Sempra  Commodities JV of its commodities trading North American Power and Gas business by and among J.P. Morgan Ventures Energy Corporation, RBS Sempra Commodities LLP, Sempra Energy Trading LLC, Sempra Energy and The Royal Bank of Scotland plc
4.29 (8),(10)
Amendment Agreement dated 29 November 2010 among The Royal Bank of Scotland plc, Worldpay (UK) Limited, Worldpay Ecommerce Limited and Ship US Bidco, Inc.
4.30 (8),(10)
Amended and Restated Investment Agreement relating to Ship Luxco Holding & Cy. S.C.A. dated 29 November 2010
4.31 (8)
Amended Sale and Purchase Agreement dated 30 August 2011 among The Royal Bank of Scotland Group plc, National Westminster Bank plc, National Westminster Home Loans Limited and Santander UK plc.
4.32 (8)
Agreement for the Sale and Purchase of RBS Aerospace Limited, RBS Aerospace (UK) Limited and RBS Australia Leasing Pty Limited dated January 16, 2012 among The Royal Bank of Scotland plc and Sumitomo Mitsui Banking Corporation
4.33 (8)
Fourth Supplement to UK Asset Protection Scheme dated 30 June 2011
4.34 (8)
Fifth Supplement to UK Asset Protection Scheme dated 22 July 2011
4.35
Sixth Supplement to UK Asset Protection Scheme dated 18 August 2011
4.36
Reporting issues document dated 31 January 2011 relating to the UK Asset Protection Scheme
4.37
Post Trigger Refinancing and Debt Restructurings document dated 15 February 2012 relating to the UK Asset Protection Scheme
4.38 (8)
Reporting issues document relating to the Post-Accession Data, Quarterly Statements and Quarterly Statement Data dated 16 March 2012
7.1
Explanation of ratio calculations
8.1
Principal subsidiaries of The Royal Bank of Scotland Group plc
12.1
CEO certification required by Rule 13a-14(a)
12.2
CFO certification required by Rule 13a-14(a)
13.1
Certification required by Rule 13a-14(b)
15.1
Consent of independent registered public accounting firm

 
454

 
Notes:

(1)
Previously filed and incorporated by reference to Exhibit 1 to the Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007)
(2)
Previously filed and incorporated by reference to Exhibit A of Exhibit 1 to the Registration Statement on Form F-6 (Registration No. 333-144756) (filed on 20 July 2007)
(3)
Previously filed and incorporated by reference to Exhibit 2.3 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2007 (File No. 1-10306)
(4)
Previously filed and incorporated by reference to Exhibit 4.1, 4.2, 4.8, 4.9, 4.21 and 4.22, respectively, to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2008 (file No. 1-10306)
(5)
Previously filed and incorporated by reference to Exhibit 4.3, 4.19, 4.20, 4.21, 4.22, 4.23, 4.24, 4.25, 4.26, 4.27 and 4.28, respectively, to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2009 (File No. 1-10306)
(6)
Previously filed and incorporated by reference to Exhibit 4.11 to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2006 (file No. 1-10306) except that the sentence “PROVIDED THAT this Indemnity is given subject to the provisions of Section 309A Company Act 1985” has been replaced with “PROVIDED THAT this Indemnity is given subject to the provisions of Section 234 Company Act 2001”.
(7)
Previously filed and incorporated by reference to Exhibit 4.23 to the Group’s Annual Report on Form 20-F/A for the fiscal year ended 31 December 2008 (File No. 1-10306)
(8)
Confidential treatment has been requested. Confidential materials have been redacted and separately filed with the SEC.
(9)
The exhibits and schedules to this agreement have not been filed, but the table of contents (that is included in the agreement) briefly identifies the contents of such omitted exhibits and schedules. The Royal Bank of Scotland Group plc hereby agrees to furnish to the Securities and Exchange Commission, upon its request, a copy of any such omitted exhibits and schedules.
(10)
Previously filed and incorporated by reference to Exhibit 4.20, 4.23, 4.24, 4.25, 4.26, 4.27, 4.28, 4.29 and 4.30, respectively, to the Group’s Annual Report on Form 20-F for the fiscal year ended 31 December 2010 (File No. 1-10306)
(11)
Previously filed and incorporated by reference to Exhibit 4.21 and 4.22, respectively, to the Group’s Amendment to the Annual Report on Form 20-F/A for the fiscal year ended 31 December 2010 (File No. 1-10306)



 
455

 
SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


The Royal Bank of Scotland Group plc
Registrant



 
/s/ Bruce Van Saun
 
Bruce Van Saun
 
Group Finance Director
 
March 27, 2012
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
456  


Exhibit 1.1
 
 
Company No. SC045551

THE COMPANIES ACT 2006

________________________________________________________________________

A PUBLIC COMPANY LIMITED BY SHARES
________________________________________________________________________

NEW ARTICLES OF ASSOCIATION

of

THE ROYAL BANK OF SCOTLAND GROUP
public limited company

Adopted by Special Resolution passed on 28 April 2010 and amended by special resolution passed on 19 April 2011

________________________________________________________________________


PRELIMINARY

1.
Non-application of statutory regulations

None of the regulations in Table A in the Companies (Tables A to F) Regulations 1985 (or any Table A applicable to the Company under any former enactment relating to companies) or the model articles for public companies set out in Schedule 3 to the Companies (Model Articles) Regulations 2008 shall apply to the Company.

2.
Definitions and Interpretation

In these presents (if not inconsistent with the subject or context) the words standing in the first column of the table next hereinafter contained shall bear the meanings set opposite to them respectively in the second column thereof.

Words
 
Meanings
"Additional Value Shares"
 
The meaning given in Article 4C.
 
“address”
 
Includes any number or address (including, in the case of a proxy appointment, an identification number of a participant in the relevant system) used for the purposes of sending or receiving documents or information by electronic means.
 
"Applicable Exchange Rate"
 
Such market rate of exchange as the Directors may consider appropriate for the purchase of any relevant Foreign Currency for Sterling or for any other Foreign Currency on such date as the Directors may consider appropriate.
 
"Category II Non-cumulative Dollar Preference Share"
 
 
The meaning given in Article 4(E)(1).
"Certificated share"
 
A share which is not an uncertificated share.
 
 
 
 
 

 
 
 
"Class B Shares"
 
The meaning given in Article 4D.
 
"company communications provisions"
 
The same meaning as in Section 1143 of the 2006 Act.
 
"Convertible Preference Shares"
 
The meaning given in Article 4B(4).
 
"Cumulative Preference Shares"
 
The 5½ per cent Cumulative Preference Shares and the 11 per cent Cumulative Preference Shares.
 
"Directors"
 
The Board of Directors of the Company, or an authorised Committee thereof.
 
"Dividend"
 
Dividend and/or bonus.
 
"Dividend Access Shares"
 
The meaning given in Article 4E.
 
"electronic form", “electronic means” and “hard copy form”
 
The same respective meanings as in Section 1168 of the 2006 Act.
     
"Euro" and "€"
 
The single currency of those member states of the European Union participating in European Monetary Union from time to time.
 
"Foreign Currency"
 
Any lawful currency other than Sterling.
 
"In Writing"
 
Written, or produced by any legible and non-transitory substitute for writing, or partly one and partly another.
 
"The London Stock Exchange"
 
The London Stock Exchange Limited.
 
"London Stock Exchange dealing day"
 
A day, other than a Saturday, Sunday or public holiday in the UK when the London Stock Exchange is open or was due to be open for trading.
 
"Month"
 
Calendar month.
 
"New Preference Shares"
 
The Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Non-cumulative Euro Preference Shares, the Category II Non-cumulative Dollar Preference Shares and the Convertible Preference Shares (which classes of non-cumulative preference shares all rank pari passu inter se as regards participation in the profits and assets of the Company), together with any other share in the capital of the Company (other than the Cumulative Preference Shares) which is expressed to rank as regards participation in the profits or assets of the Company in some or all respects pari passu therewith.
 
"New Shares"
 
New Preference Shares or any further shares in the capital of the Company issued subsequent to 30th August 1989.
 
"Non-cumulative Convertible Dollar Preference Share"
 
 
The meaning given in Article 4B(2).
 
 
 
- 2 -

 
 
 
"Non-cumulative Convertible Euro Preference Share"
 
 
The meaning given in Article 4B(3).
"Non-cumulative Convertible Sterling Preference Share"
 
 
The meaning given in Article 4B(1).
"Non-cumulative Dollar Preference Shares"
 
The Non-cumulative Dollar Preference Shares of US$0.01 each in the capital of the Company.
 
"Non-cumulative Euro Preference Share"
 
 
The meaning given in Article 4A.
"Non-cumulative Sterling Preference Shares"
 
The Non-cumulative Sterling Preference Shares of £1 each in the capital of the Company.
 
"Non-Voting Deferred Shares Series B"
 
 
The meaning given in Article 4F.
"Office"
 
The registered office of the Company for the time being.
 
"Operator"
 
A person approved by the Treasury as operator of a relevant system under the Uncertificated Securities Regulations.
 
"Paid"
 
Paid or credited as paid.
 
"Participating class"
 
A class of shares title to which is permitted by an Operator to be transferred by means of a relevant system.
 
"Relevant Section"
 
Section 133 of the 1989 Act.
 
"Relevant system"
 
Any computer-based system and procedures, permitted by the Uncertificated Securities Regulations and the rules of the London Stock Exchange, which enable title to units of a security to be evidenced and transferred without a written instrument and which facilitate supplementary and incidental matters and shall include, without limitation, the relevant system of which Euroclear UK & Ireland Limited is the Operator.
 
"Seal"
 
The Common Seal of the Company.
 
"Securities Seal"
 
An official seal kept by the Company by virtue of Section 50 of the 2006 Act.
 
"The Statutes"
 
The 2006 Act and every other Act (including any orders, regulations or other subordinate legislation made under it) for the time being in force concerning companies and affecting the Company.
 
"Subsidiary undertaking"
 
A subsidiary undertaking as defined in Section 1162 of the 2006 Act.
 
"These presents"
 
These Articles of Association in their present form or as from time to time altered.
 
 
 
 
 
- 3 -

 
 
"Transfer Office"
 
The place where the Register of Members is situate for the time being.
 
"Uncertificated share"
 
A share of a class which is for the time being a participating class title to which is recorded in the Register of Members as being held in uncertificated form.
 
"The Uncertificated Securities Regulations"
 
The Uncertificated Securities Regulations 2001 as amended from time to time and any provisions of or under the Statutes which supplement or replace such Regulations.
 
"Undertaking"
 
An undertaking as defined in Section 1161 of the 2006 Act.
 
"The United Kingdom"
 
Great Britain and Northern Ireland.
 
"US$" and "Dollars"
 
The lawful currency for the time being of the United States of America.
 
"Year"
 
Calendar Year.
 
"5½ per cent Cumulative Preference Shares"
 
The 5½ per cent Cumulative Preference Shares of £1 each in the capital of the Company.
 
"11 per cent Cumulative Preference Shares"
 
The 11 per cent Cumulative Preference Shares of £1 each in the capital of the Company.

 
The word "Act" related to a particular year refers to the Companies Act of that year.

The expressions "debenture" and "debenture-holder" shall include "debenture stock" and "debenture stockholder" respectively.

The expression "Base Rate" means the Base Rate from time to time of The Royal Bank of Scotland public limited company.

The expression "Secretary" shall (subject to the provisions of the Statutes) include any deputy secretary, assistant secretary and any other person appointed by the Directors to perform any of the duties of the Secretary and where two or more persons are appointed to act as joint secretaries shall include any one of those persons.

The expressions "recognised clearing house" and "recognised investment exchange" shall mean any clearing house or investment exchange (as the case may be) granted recognition under the Financial Services and Markets Act 2000.

Words denoting the singular shall include the plural and vice versa.  Words denoting the masculine gender shall include the feminine gender.  Words denoting persons shall include partnerships, companies and corporations.

References to any statute or statutory provision shall (if not inconsistent with the subject or context) include any statutory modification or re-enactment thereof for the time being in force, whether made before, on or after the date of adoption of these presents.

Any words or expressions defined in the 2006 Act or the Uncertificated Securities Regulations shall (if not inconsistent with the subject or context) bear the same meaning in these presents, save that the word "company" shall include any body corporate.

Headings and sub-headings to Articles are inserted for convenience only and shall not affect the construction of these presents.

 
- 4 -

 
Where for any purpose an Ordinary Resolution of the Company is expressed to be required under the provisions of these presents, a Special Resolution shall also be effective.

The expression “documents” shall include notices, information, notifications, certificates, reports and accounts, financial statements, forms, offer documents, documents needed for the public quotation of securities, deeds, agreements, records, circulars and cheques, warrants or orders in respect of dividends, distributions or interest, summonses, orders or other legal processes and registers.

CHANGE OF NAME

3.
Change of name

The Company may change its name by resolution of the Directors.

SHARE RIGHTS

4.
Share rights

The rights as regards participation in the profits and assets of the Company attaching to the share capital of the Company shall be as specified or referred to below and in Articles 4A, 4B, 4C, 4D, 4E, 4F and 4G:

 
(A)
Dividend rights of cumulative preference shares

The 11 per cent Cumulative Preference Shares and the 5½ per cent Cumulative Preference Shares shall confer the right to a fixed cumulative preferential dividend at the rate of 11 per cent and 5½ per cent per annum respectively on the amounts for the time being paid up or credited as paid up on such shares, to be paid if and so far as in the opinion of the Directors the profits of the Company justify such payments on the 31st day of May and the 31st day of December in every year in respect of the half-years ending on the last preceding day of March or September.  Such dividends shall rank pari   passu   and pro   rata   with each other and shall be paid in priority to any dividend on the New Preference Shares or on any other class of share.

 
(B)
Capital rights of cumulative preference shares

On a winding up or liquidation, voluntary or otherwise the surplus assets of the Company available for distribution amongst the members shall be applied:

FIRSTLY - in paying to the holders of the 11 per cent Cumulative Preference Shares and the 5½ per cent Cumulative Preference Shares respectively the arrears (if any) of the fixed cumulative preferential dividends thereon (whether earned or declared or not and including (i) the amount of any dividend which is due for payment after the date of commencement of winding up or liquidation but which is payable in respect of a half-year period ending on or before such date and (ii) any further amount of dividend payable in respect of the period from the beginning of the half-year period then current to the date of commencement of winding up or liquidation) to the date on which repayment is made, in terms of the immediately succeeding paragraph or, if no such repayment is made, the date of payment of such arrears; and

SECONDLY - in repaying to the holders of the 11 per cent Cumulative Preference Shares and the 5½ per cent Cumulative Preference Shares respectively, the amounts paid up or credited as paid up on such shares together with a premium of 50p per share in the case of the 11 per cent Cumulative Preference Shares and of 20p per share in the case of the 5½ per cent Cumulative Preference Shares.

Any payments made to the holders of the 11 per cent  Cumulative Preference Shares and the 5½ per cent Cumulative Preference Shares in terms of paragraphs FIRSTLY
 
 
- 5 -

 
 
or SECONDLY above shall rank pari passu   and pro   rata   with each other and (in the case of payments in terms of paragraph FIRSTLY) in priority to and (in the case of repayments in terms of paragraph SECONDLY) pari passu and pro rata with any payments to be made to the holders of the Non-cumulative Sterling Preference Shares and the Non-cumulative Dollar Preference Shares pursuant to Articles 4(C)(2) and 4(D)(2) respectively below and to the holders of any other New Preference Shares.

 
(C)
Non-cumulative sterling preference shares

 
(1)
The Non-cumulative Sterling Preference Shares shall rank after the Cumulative Preference Shares to the extent specified in this Article 4, and shall rank pari passu inter se   and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares.  They shall confer the rights and be subject to the restrictions set out in this Article 4(C) and shall also confer such further rights (not being inconsistent with the rights set out in this Article 4(C)) as may be attached by the Directors to such shares in accordance with this Article 4(C) prior to allotment.  Whenever the Directors have power under this Article to determine any of the rights attached to any of the Non-cumulative Sterling Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Sterling Preference Shares then allotted or in issue.  The Non-cumulative Sterling Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

 
(2)
Each Non-cumulative Sterling Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and redemption:

 
(a)
Income

the right (subject to the provisions of paragraph (b) of this sub-Article, if applicable) to a non-cumulative preferential dividend either fixed or not exceeding a specified amount payable in Sterling at such rate on such dates (each a "dividend payment date") in respect of such periods (each a "dividend period") and on such other terms and conditions as may be determined by the Directors prior to allotment thereof.  References in these presents to a "dividend" on the Non-cumulative Sterling Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Article 4(C) to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Sterling Preference Shares only.  Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares.  The Non-cumulative Sterling Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari   passu   with all other New Preference Shares expressed to rank pari   passu   therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.
 
 
 
- 6 -

 

 
 
(b)
Further provisions as to income

All or any of the following provisions shall apply in relation to any particular Non-cumulative Sterling Preference Shares if so determined by the Directors prior to allotment thereof:

 
(i)
if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Sterling Preference Shares on any dividend payment date, and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari   passu   therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;

 
(ii)
if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Sterling Preference Shares on any dividend payment date, and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu   therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Sterling Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Sterling Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Sterling Preference Share and other New Preference Share bear to each other.  If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

 
(iii)
if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Sterling Preference Shares would breach or cause a breach of the Bank of England's capital adequacy requirements applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid ;

 
(iv)
subject to sub-paragraphs (v) and (vi) below, the Non-cumulative Sterling Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-
 
 

   Note:  the banking supervision functions of the Bank of England were transferred to the Financial Services Authority by the Bank of England Act 1998.
 
- 7 -

 
paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;
 
(v)
if any dividend or part thereof on any Non-cumulative Sterling Preference Share is not payable for the reasons specified in sub-paragraph (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Sterling Preference Shares at a rate not exceeding £0.01 per share (but so that reference elsewhere in this Article and in Article 4(D) to any dividend payable on any Non-cumulative Sterling Preference Shares shall not be treated as including a reference to any such special dividend);

 
(vi)
(A)
the provisions of this sub-paragraph (vi) shall apply where any dividend or any part thereof otherwise payable on a particular dividend payment date on any Non-cumulative Sterling Preference Shares ("a Relevant Payment") is, for the reasons specified in sub-paragraph (ii) or (iii) above, not payable and the amounts (if any) standing to the credit of the Company's profit and loss account together with the amount of the reserves of the Company available for the purpose are in aggregate sufficient to be applied and capable of being applied in paying up in full at par additional Non-cumulative Sterling Preference Shares on the basis hereinafter provided in this sub-paragraph (vi);

 
(B)
on the date for payment of the Relevant Payment had such payment been payable in cash, the Directors shall, subject to the Statutes, allot and issue credited as fully paid to each holder of Non-cumulative Sterling Preference Shares such additional nominal amount of Non-cumulative Sterling Preference Shares as is equal to an amount determined by multiplying the cash amount of the Relevant Payment which would have been payable to him had such payment been made in cash (exclusive of any associated tax credit) by a factor to be determined by the Directors prior to allotment of the Non-cumulative Sterling Preference Shares;

 
(C)
for the purposes of paying up additional Non-cumulative Sterling Preference Shares to be allotted pursuant to this sub-paragraph (vi), the Directors shall capitalise, out of such of the accounts or reserves of the Company available for the purpose as they shall determine (including any Share Premium Account), a sum equal to the aggregate nominal amount of the additional Non-cumulative Sterling Preference Shares then to be allotted and shall make all appropriations and applications of such sum and all allotments and issues of fully paid Non-cumulative Sterling Preference Shares for the purpose of giving effect to this sub-paragraph (vi);

 
(D)
the additional Non-cumulative Sterling Preference Shares so allotted pursuant to this sub-paragraph (vi) shall confer the same rights and be subject to the same
 
 
- 8 -

 
 
limitations as, and shall rank pari   passu   and pro   rata   in all respects with, the relevant Non-cumulative Sterling Preference Shares save only as regards participation in the Relevant Payment;
 
(E)
if any additional Non-cumulative Sterling Preference Shares falling to be allotted pursuant to this sub-paragraph (vi) cannot be allotted by reason of any insufficiency 'in the amount of relevant securities which the Directors are authorised to allot in accordance with Section 80 of the 1985 Act, the Directors shall convene a General Meeting, to be held as soon as practicable, for the purpose of considering a Resolution or Resolutions granting the Directors appropriate authority to allot relevant securities; and

 
(F)
the Directors may undertake and do such acts and things as they may consider necessary or expedient for the purpose of giving effect to the provisions of this sub-paragraph (vi);

 
(vii)
if any date on which dividends are payable on Non-cumulative Sterling Preference Shares is not a day on which banks in London are open for business, and on which foreign exchange dealings may be conducted in London ("a Sterling Business Day"), then payment of the dividend payable on such date will be made on the next succeeding Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

 
(viii)
dividends payable on Non-cumulative Sterling Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of a 365 day year and the actual number of days elapsed in such period;

 
(ix)
if the dividend stated to be payable on the Non-cumulative Sterling Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Sterling Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period;

 
(x)
if any dividend stated to be payable on the Non-cumulative Sterling Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company and may not set aside any sum nor establish any sinking
 
 
- 9 -

 
 
fund for the redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Sterling Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full; and
 
 
(xi)
notwithstanding any provision of this Article 4(C), but subject to sub-paragraphs (ii) and (iii) above and the special rights attaching to any other New Preference Share, the Directors shall pay a dividend on any Non-cumulative Sterling Preference Shares allotted after the coming into force of the Relevant Section and due to be redeemed on any Redemption Date (as defined in sub-paragraph (2)(f)(ii) of this Article 4(C)), payable on the Sterling Business Day immediately preceding such Redemption Date.  The dividend payable pursuant to this sub-paragraph (xi) shall be the amount of any dividend on the relevant Non-cumulative Sterling Preference Shares which would (apart from the proposed redemption thereof) be due for payment on the relevant Redemption Date.

 
(bb) 
Abrogation of entitlement to dividend

In relation to any particular Non-cumulative Sterling Preference Shares allotted on or after the date of passing of resolution 17 set out in Appendix 2 to the circular letter to shareholders dated 15th March 2004, all of the following provisions shall apply if (but only if) the Directors  so determine prior to allotment thereof.

 
(i)
the Directors may, in their sole and absolute discretion, resolve prior to any dividend payment date that the dividend on such Non-cumulative Sterling Preference Shares, or part thereof, shall not be paid on that dividend payment date.  If the Directors resolve as aforesaid, then none or (as the case may be) part only of the dividend shall be declared and/or paid.  The Directors shall not be bound to give their reasons for exercising their discretion under this sub-paragraph, and the Directors may exercise their discretion in respect of a dividend notwithstanding the previous setting aside of a sum to provide for payment of that dividend;

 
(ii)
to the extent that any dividend or part of a dividend on any Non-cumulative Sterling Preference Shares is, on any occasion, not paid by reason of the exercise of the Directors' discretion pursuant to sub-paragraph (i) above, the holders of such shares shall have no claim in respect of such non-payment;

 
(iii)
if any dividend or part of a dividend on any Non-cumulative Sterling Preference Shares has, on any occasion, not been paid by reason of the exercise of the Directors' discretion under sub-paragraph (i) above:

 
(1)
the provisions of sub-paragraphs (2)(b)(ix) and (x) of this Article 4(C) shall not apply in respect of such non-payment;

 
(2)
such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on any other
 
 
- 10 -

 
 
Non-cumulative Sterling Preference Shares, or on any preference share capital of the Company expressed to rank pari passu with the Non-cumulative Sterling Preference Shares, (b) the setting aside of sums for the payment of such dividends, (c) (subject to (4) below) the redemption, purchase or other acquisition of shares in the Company by the Company, or (d) (subject to (4) below) the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the Company;
 
(3)
no dividend may be declared or paid on any share capital ranking after the Non-cumulative Sterling Preference Shares as regards participation in profits (including the Ordinary Shares) until such time as the dividend stated to be payable on the Non-cumulative Sterling Preference Shares to which the non-payment relates in respect of a dividend period has thereafter been declared and paid in full; and

 
(4)
the Company may not redeem or purchase or otherwise acquire for any consideration any share capital ranking after the Non-cumulative Sterling Preference Shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Sterling Preference Shares to which the non-payment relates in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full;

 
(iv)
if there is any conflict between the provisions of this paragraph (bb), as they apply to any Non-cumulative Sterling Preference Shares, and any other provisions of this Article 4(C) applying to such Non-cumulative Sterling Preference Shares (including sub-paragraph (2)(b)(xi)), the provisions of this paragraph (bb) shall prevail.  In paragraph (2)(a) of this Article 4(C), the words ", and subject to the provisions of paragraph (bb) below, if applicable" shall be deemed to be inserted after "if applicable" in the first sentence, and in paragraph(2)(b) of this Article 4(C), the words "(subject to the provisions of paragraph (bb) below, if applicable)" shall be deemed to be inserted after "such dividend shall" in sub-paragraph (i) and after "dividends shall" in sub-paragraph (ii);

 
(v)
in determining the sum payable on any Non-cumulative Sterling Preference Shares pursuant to Article 4(C)(2)(c)(i) on a winding up or liquidation, the Directors' discretion under sub-paragraph (i) above shall be disregarded save in so far as such discretion was actually exercised prior to the making of the determination;

 
(vi)
in calculating the aggregate amount of dividends payable in respect of any Non-cumulative Sterling Preference Shares for the purpose of Article 4(C)(3), such calculation shall be
 
 
 
- 11 -

 
 
made on the assumption that there shall be no exercise by the Directors of their discretion under sub-paragraph (i) above in respect of such Non-cumulative Sterling Preference Shares (or any equivalent discretion in respect of any other New Preference Shares); and
 
 
(vii)
for the avoidance of doubt, no series of Non-cumulative Sterling Preference Shares shall be treated as ranking after any other New Preference Shares with which it is expressed to rank pari passu as regards participating in profits, by reason only of the provisions set out in this paragraph (bb) being included in the terms of issue applicable to that series, or any dividend on that series not being paid by virtue of this paragraph (bb).

 
(c)
Capital

The right on a winding up or liquidation, voluntary or otherwise, other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class, to receive in Sterling out of the surplus assets of the Company available for distribution amongst the members:

 
(i)
after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable in the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY, and pari   passu   with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:

 
(A)
the amount of any dividend which is due for payment after the date of commencement of winding up or liquidation but which is payable in respect of a period ending on or before such date; and

 
(B)
any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with sub-paragraph (i);

but only to the extent that any such amount or further amount was, or would have been, payable as a dividend in accordance with or pursuant to this Article 4(C) (other than pursuant to this provision); and

 
(ii)
subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets and in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Sterling Preference Shares (including any premium paid to the Company in respect thereof on issue).

If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Sterling Preference Shares and on any other New Preference Shares
 
 
- 12 -

 
 
 
expressed to rank pari   passu   therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Sterling Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled.  No Non-cumulative Sterling Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this sub-paragraph (2)(c) of this Article 4(C).

 
(d)
Receipt of Notice

The right to have sent to the holder of each Non-cumulative Sterling Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement, together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

 
(e)
Attendance and Voting at Meetings

The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:

 
(i)
in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Sterling Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

 
(ii)
in circumstances where the dividend stated to be payable on the Non-cumula­tive Sterling Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

 
(iii)
in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Sterling Preference Shares,

but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Sterling Preference Shares, to seek to requisition a General Meeting of the Company.  Whenever holders of Non-cumulative Sterling Preference Shares are entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes as may be determined by the Directors prior to allotment of such Non-cumulative Sterling Preference Shares.

 
(f)
Redemption

 
(i)
Unless the Directors shall, prior to the allotment of any series of Non-cumula­tive Sterling Preference Shares, determine that such series shall be non-redeemable, each series of
 
 
- 13 -

 
 
Non-cumulative Sterling Preference Shares shall (save for the Non-cumulative Sterling Preference Shares, Series 2 which shall be redeemable in accordance with the provisions of Article 4C(2)(ff)), subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions.
 
 
(ii)
In the case of any particular Non-cumulative Sterling Preference Shares which are to be so redeemable:

 
(A)
the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Sterling Preference Shares by giving to the holders of the Non-cumulative Sterling Preference Shares to be redeemed not less than 14 days' prior notice in writing (a "Notice of Redemption") of the relevant Redemption Date.  "Redemption Date" means, in relation to any Non-cumulative Sterling Preference Share, any date which either (i) falls no earlier than such date (if any) as may be fixed by the Directors, prior to allotment of that share, as being the earliest date on which the Company may redeem such share, and the date so fixed shall be no earlier than five years and one day, and no later than thirty years and one day, after the relevant date of allotment, or (ii) if no date is fixed by the Directors as aforesaid under (i) above in relation to that share, falls no earlier than five years and one day after the date of allotment of the Non-cumulative Sterling Preference Share to be redeemed;

provided that in relation to any Non-cumulative Sterling Preference Share allotted after the coming into force of the Relevant Section, (i) subject to (ii) below, the Directors may, prior to the allotment of that share, fix the date on or by which, or dates between which, such share is to be or may be redeemed and such date or dates fixed by the Directors may be in place of or in addition to any date derived from or fixed under the provisions of sub-paragraph (A) above, (ii) the Redemption Date shall be a dividend payment date (as defined in Article 4(C)(2)(a)), and (iii) the Company shall only redeem such share if the Directors have applied the provisions of Article 4(C)(2)(b)(xi) thereto and such provisions have been satisfied n full in relation to such share;

 
(B)
there shall be paid on each Non-cumulative Sterling Preference Share so redeemed, in Sterling, the aggregate of the nominal amount thereof together with any premium paid on issue and together with (in the case of any Non-cumulative Sterling Preference Shares allotted prior to the coming into force of the Relevant Section) arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date;
 
 
 
- 14 -

 

 
 
(C)
in the case of a redemption of some only of the Non-cumulative Sterling Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Sterling Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company;

 
(D)
any Notice of Redemption given under sub-paragraph (ii)(A) above shall specify the applicable Redemption Date, the particular Non-cumulative Sterling Preference Shares to be redeemed and the redemption price (specifying (in the case of any Non-cumulative Sterling Preference Shares allotted prior to the coming into force of the Relevant Section) the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Sterling Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Sterling Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected.  Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Sterling Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes.  No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

 
(E)
subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Sterling Preference Shares for the time being issued and registered in the Register of Members ("Registered Shares") and represented by certificates ("Certificates").  Payments in respect of the amount due on redemption of a Registered Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London.  Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Sterling Preference Shares not to be redeemed on the relevant Redemption Date the Company shall within 14 days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumula­tive Sterling Preference Shares.  All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;
 
 
 
- 15 -

 

 
 
(F)
as from the relevant Redemption Date the dividend on the Non-cumulative Sterling Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Sterling Preference Share in respect of which, upon the due surrender of the Certificate in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies Such Non-cumulative Sterling Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

 
(G)
if the due date for the payment of the redemption monies on any Non-cumulative Sterling Preference Share is not a Sterling Business Day then payment of such monies will be made on the next succeeding day which is a Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

 
(H)
the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) in respect of the monies payable on redemption on such Registered Share shall constitute an absolute discharge to the Company; and

 
(I)
subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on 15 January 1998) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E);

 
(iii)
upon the redemption of any Non-cumulative Sterling Preference Share the nominal amount of such shares comprised in the capital of the Company shall thereafter be divided into, and reclassified as, Ordinary Shares without any further resolution or consent being required.
 
 
 
- 16 -

 

 
 
(ff)
Redemption of the Non-cumulative Sterling Preference Shares, Series 2

 
(i)
The Non-cumulative Sterling Preference Shares, Series 2 shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions.

 
(ii)
In the case of the Non-cumulative Sterling Preference Shares, Series 2:

 
(A)
the Company may, subject to sub-paragraph (AA) below, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Sterling Preference Shares, Series 2 by giving to the holders of the Non-cumulative Sterling Preference Shares, Series 2 to be redeemed no less than 14 days' prior notice in writing (a ''Notice of Redemption'') of the relevant Redemption Date.  ''Redemption Date'' means, in relation to the Non-cumulative Sterling Preference Share, Series 2 any date which either (i) falls no earlier than such date (if any) as may be fixed by the Directors as being the earliest date on which the Company may redeem such share, and the date so fixed shall be no earlier than five years and one day, and no later than thirty years and one day, after the relevant date of allotment or (ii) is the date on which the Early Redemption Right (as hereinafter defined) is exercised;

 
(AA)
notwithstanding the provisions of sub-paragraph (A) above, the Company may redeem the Non-cumulative Sterling Preference Shares, Series 2 at any time provided that such redemption is financed wholly by the proceeds of the issue of new Ordinary Shares pursuant to the placing and open offer agreement dated 19 January 2009 between inter alia, the Company and The Commissioners of Her Majesty's Treasury (the ''Early Redemption Right'').  No Notice of Redemption shall be required in connection with any redemption by the Company pursuant to this sub-paragraph (AA);

 
(B)
there shall be paid on each Non-cumulative Sterling Preference Share, Series 2 so redeemed, in Sterling, (i) other than in the case of redemption pursuant to the Early Redemption Right described in sub-paragraph (AA) above the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date; and (ii) in the case of redemption pursuant to the Early Redemption Right described in sub-paragraph (AA) above, the aggregate of (x) 101 per cent. of the aggregate liquidation preference amount of the Non-cumulative Sterling Preference
 
 
- 17 -

 
 
Shares, Series 2 outstanding and (y) dividends accrued thereon (whether earned or declared or not) in respect of the period from the issue date of the Non-cumulative Sterling Preference Shares, Series 2 to the date on which the Non-cumulative Sterling Preference Shares, Series 2 are redeemed;
 
 
(C)
in the case of a redemption of some only of the Non-cumulative Sterling Preference Shares, Series 2, the Company shall for the purpose of determining the particular Non-cumulative Sterling Preference Shares, Series 2 to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company;

 
(D)
any Notice of Redemption given under sub-paragraph (ii)(A) above shall specify the applicable Redemption Date, the particular Non-cumulative Sterling Preference Shares, Series 2 to be redeemed and the redemption price (specifying (in the case of any Non-cumulative Sterling Preference Shares, Series 2 allotted prior to the coming into force of the Relevant Section) the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Sterling Preference Shares, Series 2 to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such non-cumulative Sterling Preference Shares, Series 2 are to be presented and surrendered for redemption and payment of the redemption monies is to be effected.  Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Sterling Preference Shares, Series 2 to be redeemed on that date subject to the provisions of this paragraph and of the Statutes.  No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

 
(E)
subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Sterling Preference Shares, Series 2 for the time being issued and registered in the Register of Members (''Registered Shares'') and represented by certificates (''Certificates'').  Payments in respect of the amount due on redemption of a Registered Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London or, in the event of the exercise of the Early Redemption Right, in such other manner as may be agreed between the Company and the holders of the Non-cumulative Sterling Preference Shares, Series 2.  Such payment will be against presentation and surrender of the relative Certificate
 
 
- 18 -

 
 
at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Sterling Preference Shares, Series 2 not to be redeemed on the relevant Redemption Date the Company shall within 14 days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Sterling Preference Shares, Series 2.  All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;
 
 
(F)
as from the relevant Redemption Date the dividend on the Non-cumulative Sterling Preference Shares, Series 2 due for redemption shall cease to accrue except on any such Non-cumulative Sterling Preference Share, Series 2 in respect of which, upon the due surrender of the Certificate in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies.  Such Non-cumulative Sterling Preference Share, Series 2 shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

 
(G)
if the due date for the payment of the redemption monies on any Non-cumulative Sterling Preference Share, Series 2 is not a Sterling Business Day then payment of such monies will be made on the next succeeding day which is a Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

 
(H)
the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) in respect of the monies payable on redemption on such Registered Share shall constitute an absolute discharge to the Company; and

 
(I)
subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on 15 January 1998) in the same manner as they have effect in relation to Registered Shares represented by Certificates or, in the event of the exercise of the Early Redemption Right, in such other manner as may be agreed between the Company and the holders of the Non-cumulative Sterling Preference Shares, Series 2, save that (i)
 
 
- 19 -

 
 
any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E);
 
 
(iii)
upon the redemption of any Non-cumulative Sterling Preference Share, Series 2 the nominal amount of such shares comprised in the capital of the Company shall thereafter be divided into, and reclassified as, Ordinary Shares without any further resolution or consent being required.

 
(g)
Purchase

 
(i)
Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Sterling Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Sterling Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (a) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Sterling Preference Shares), the average of the closing middle market quotations of such Non-cumulative Sterling Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last 10 dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent  of such average and (b) in the case of a purchase by private treaty, 120 per cent  of the closing middle market quotation of such Non-cumulative Sterling Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase; but so that this proviso shall not apply to any purchase of Non-cumulative Sterling Preference Shares made in the ordinary course of a business of dealing in securities.

 
(ii)
Upon the purchase of any Non-cumulative Sterling Preference Shares the nominal amount of such shares comprised in the capital of the Company shall thereafter be divided into, and reclassified as, Ordinary Shares without any further resolution or consent being required.

 
(3)
Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the Non-cumulative Sterling Preference Shares, the Directors shall not, pursuant to Article 139 or 140, capitalise any part of the amounts available for distribution and referred to therein if after
 
 
- 20 -

 
 
such capitalisation the aggregate of such amounts would be less than such multiple, if any, as may be determined by the Directors prior to the first allotment of Non-cumulative Sterling Preference Shares, of the aggregate amount of the dividends (exclusive of any associated tax credit) payable in the twelve month period following such capitalisation on the Non-cumulative Sterling Preference Shares then in issue and any other New Preference Shares then in issue expressed to rank pari   passu therewith as regards participation in profits.
 
 
(4)
(a)
Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Sterling Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Sterling Preference Shares;

 
(b)
The special rights attached to any series of Non-cumulative Sterling Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari   passu   with or after such Non-cumulative Sterling Preference Shares.  Any New Shares ranking pari   passu   with such Non-cumulative Sterling Preference Shares in some or all respects may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Sterling Preference Share then in issue either carrying rights identical in all respects with such Non-cumulative Sterling Preference Shares or any of them or rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:

 
(i)
the rate of or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

 
(ii)
the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

 
(iii)
the New Shares may be denominated in Sterling or in any Foreign Currency;

 
(iv)
a premium may be payable on return of capital or there may be no such premium;

 
(v)
the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Sterling Preference Shares; and

 
(vi)
the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari   passu   with or after such Non-cumulative Sterling Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.
 
 
 
- 21 -

 

 
 
(D)
Non-cumulative dollar preference shares

 
(1)
The Non-cumulative Dollar Preference Shares shall rank after the Cumulative Preference Shares to the extent specified in this Article 4, and shall rank pari passu   inter se   and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares.  They shall confer the rights and be subject to the restrictions set out in this Article 4(D) and shall also confer such further rights (not being inconsistent with the rights set out in this Article 4(D)) as may be attached by the Directors to such shares in accordance with this Article 4(D) prior to allotment.  Whenever the Directors have power under this Article to determine any of the rights attached to any of the Non-cumulative Dollar Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Dollar Preference Shares then allotted or in issue.  The Non-cumulative Dollar Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

 
(2)
Each Non-cumulative Dollar Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and redemption:

 
(a)
Income

the right (subject to the provisions of paragraph (b) of this sub-Article, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Dollars at such rate (which may be fixed or variable and may be subject to recalculation at fixed intervals) on such dates (each a "dividend payment date") in respect of such periods (each a "dividend period") and on such other terms and conditions as may be determined by the Directors prior to allotment thereof.  References in these presents to a "dividend" on the Non-cumulative Dollar Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Article 4(D) to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Dollar Preference Shares only.  Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares.  The Non-cumulative Dollar Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu   with all other New Preference Shares expressed to rank pari passu   therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

 
(b)
Further provisions as to income

All or any of the following provisions shall apply in relation to any particular Non-cumulative Dollar Preference Shares if so determined by the Directors prior to allotment thereof:

 
(i)
if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Dollar Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari   passu   therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full,
 
 
- 22 -

 
 
of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;
 
 
(ii)
if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Dollar Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari   passu   therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata   for the Non-cumulative Dollar Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Dollar Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Dollar Preference Share and other New Preference Share bear to each other.  If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

 
(iii)
if in the opinion of the Directors, the payment of any dividend on any Non-cumulative Dollar Preference Shares would breach or cause a breach of the Bank of England's capital adequacy requirements applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid ;

 
(iv)
subject to sub-paragraph (v) below, the Non-cumulative Dollar Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

 
(v)
if any dividend or part thereof on any Non-cumulative Dollar Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Dollar Preference Shares at a rate not exceeding one (1) US cent per share (but so that reference elsewhere in this Article and in Article 4(C) to any dividend payable on any Non-cumulative Dollar Preference Shares shall not be treated as including a reference to any such special dividend);
 
 
 

   Note:  the banking supervision functions of the Bank of England were transferred to the Financial Services Authority by the Bank of England Act 1998.
 
- 23 -

 

 
 
(vi)
if any date on which dividends are payable on Non-cumulative Dollar Preference Shares is not a day on which banks in London and the City of New York are open for business, and on which foreign exchange dealings may be conducted in such cities ("a Dollar Business Day"), then payment of the dividend payable on such date will be made on the succeeding Dollar Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day;

 
(vii)
dividends payable on Non-cumulative Dollar Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

 
(viii)
if any dividend stated to be payable on the Non-cumulative Dollar Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Dollar Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and

 
(ix)
if any dividend stated to be payable on the Non-cumulative Dollar Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Dollar Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

 
(c)
Capital

The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Dollars out of the surplus assets of the Company available for distribution amongst the members:

 
(i)
after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with
 
 
 
- 24 -

 
 
the holders of any other New Preference Shares expressed to rank pari passu   therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:
 
 
(A)
the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

 
(B)
any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Article 4(D) (other than pursuant to this provision); and

 
(ii)
subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Dollar Preference Shares (including any premium paid to the Company in respect thereof on issue).

If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Dollar Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Dollar Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled.  No Non-cumulative Dollar Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this sub-paragraph (2)(c) of this Article 4(D).

 
(d)
Receipt of Notices

The right to have sent to the holder of each Non-cumulative Dollar Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

 
(e)
Attendance and Voting at Meetings

The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:

 
(i)
in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights
 
 
 
- 25 -

 
 
attached to the Non-cumulative Dollar Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);
 
 
(ii)
in circumstances where the dividend stated to be payable on the Non-cumu­lative Dollar Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

 
(iii)
in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Dollar Preference Shares,

but not otherwise, together with the right, in such circumstances, if any, as the Directors may determine prior to allotment of the Non-cumulative Dollar Preference Shares, to seek to requisition a General Meeting of the Company for which purpose the Non-cumulative Dollar Preference Shares will be deemed to carry the number of votes determined pursuant to the following sentence.  Whenever holders of Non-cumulative Dollar Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Dollar Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Dollar Preference Shares.

 
(f)
Redemption

 
(i)
Unless the Directors shall, prior to the allotment of any series of Non-cumu­lative Dollar Preference Shares, determine that such series shall be non-redeemable, each series of Non-cumulative Dollar Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions.

 
(ii)
In the case of any series of Non-cumulative Dollar Preference Shares which are to be so redeemable:

 
(A)
the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Dollar Preference Shares by giving to the holders of the Non-cumulative Dollar Preference Shares to be redeemed not less than 30 days' nor more than 60 days' prior notice in writing (a "Notice of Redemption") of the relevant Redemption Date.  "Redemption Date" means, in relation to a Non-cumulative Dollar Preference Share, any date which falls no earlier than five years and one day after the date of allotment of the Non-cumulative Dollar Preference Share to be redeemed;

 
(B)
there shall be paid on each Non-cumulative Dollar Preference Share so redeemed, in Dollars, the aggregate of the nominal amount thereof together
 
 
 
- 26 -

 
 
with any premium paid on issue together with, where applicable, the Relevant Redemption Premium (defined below) and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date.  "Relevant Redemption Premium" means an amount calculated in accordance with the following formula as applied in relation to a Redemption Date notified under sub-paragraph (A) above which falls within the period of twelve months commencing on the date following the fifth, sixth, seventh, eighth or ninth anniversary of the relevant date of allotment ("the Relevant Date"), as the case may be.  The formula for calculation of the Relevant Redemption Premium shall be
 
A x B

where:

"A" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Non-cumulative Dollar Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Non-cumulative Dollar Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and

"B" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 66.66 per cent,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 53.33 per cent,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 40.00 per cent,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day
 
 
- 27 -

 
 
following the eighth anniversary of the Relevant Date, is 26.66 per cent,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the ninth anniversary of the Relevant Date is 13.33 per cent.  No Relevant Redemption Premium shall be payable when the Redemption Date falls after the tenth anniversary of the Relevant Date.  The product of the above formula in respect of a Non-cumulative Dollar Preference Share may, in the Directors' discretion, be rounded down to the nearest whole cent;

 
(C)
in the case of a redemption of some only of the Non-cumulative Dollar Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Dollar Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company;

 
(D)
any Notice of Redemption given under sub-paragraph (ii) (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Dollar Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Dollar Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Dollar Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected.  Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Dollar Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes.  No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

 
(E)
the provisions of this and the following sub-paragraphs shall have effect in relation to Non-cumulative Dollar Preference Shares for the time being issued and registered in the Register of Members ("Registered Shares") and represented by certificates ("Certificates") and in relation to Non-cumulative Dollar Preference Shares which, in accordance with Article 45 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 45) ("Bearer Shares").  Payments in respect of the amount due on redemption of a Registered Share shall be made by Dollar cheque drawn on a bank in London or in the
 
 
 
- 28 -

 

 
City of New York or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account maintained by the payee with a bank in London or in the City of New York.  Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Dollar Preference Shares not to be redeemed on the relevant Redemption Date the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Dollar Preference Shares.  Payment in respect of the amount due on redemption of a Bearer Share shall be made by Dollar cheque drawn on a bank in London or in the City of New York or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account maintained by the payee with a bank in London or in the City of New York.  Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption.  Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof.  If the Warrant so surrendered represents any Non-cumulative Dollar Preference Shares not to be redeemed on the relevant Redemption Date the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date.
 
All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

 
(F)
as from the relevant Redemption Date the dividend on the Non-cumulative Dollar Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Dollar Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies.  Such Non-cumulative Dollar Preference Share shall not be treated as having been redeemed until the
 
 
- 29 -

 
 
redemption monies in question together with the accrued dividend thereon shall have been paid;
 
 
(G)
if the due date for the payment of the redemption monies on any Non-cumulative Dollar Preference Shares is not a Dollar Business Day then payment of such monies will be made on the next succeeding day which is a Dollar Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day; and

 
(H)
the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company.

 
(g)
Purchase

Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Dollar Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Dollar Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Dollar Preference Shares), the average of the closing middle market quotations of such Non-cumulative Dollar Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent  of such average and (ii) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of such Non-cumulative Dollar Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Dollar Preference Shares made in the ordinary course of a business of dealing in securities.

 
(3)
(a)
Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Dollar Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Dollar Preference Shares.
 
 
 
- 30 -

 

 
 
(b)
The special rights attached to any series of Non-cumulative Dollar Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Dollar Preference Shares.  Any new shares ranking in some or all respects pari passu   with such Non-cumulative Dollar Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Dollar Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Dollar Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:

 
(i)
the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

 
(ii)
the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

 
(iii)
the New Shares may be denominated in Sterling or in any Foreign Currency;

 
(iv)
a premium may be payable on return of capital or there may be no such premium;

 
(v)
the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Dollar Preference Shares; and

 
(vi)
the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu   with or after such Non-cumulative Dollar Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.

 
(E)
Category II non-cumulative dollar preference shares

 
(1)
The rights as regards participation in profits and assets of the Company, receipt of notice, attendance and voting at meetings and redemption attaching to the Category II Non-cumulative Dollar Preference Shares of US$0.01 each in the capital of the Company( "Category II Non-cumulative Dollar Preference Shares") shall be as provided by this Article 4(E).

 
(2)
Article 4(D) (in its present form or as from time to time altered) shall apply to the Category II Non-cumulative Dollar Preference Shares but with the following modifications:

 
(a)
subject to (b) below, for any reference (however worded and whether express or implied) to Non-cumulative Dollar Preference Shares there shall be deemed to be substituted a reference to Category II Non-cumulative Dollar Preference Shares;
 
 
 
- 31 -

 
 
 
(b)
references to "New Preference Shares" shall be deemed to include the Non-cumulative Dollar Preference Shares;

 
(c)
in Article 4(D)(2)(e) the words "and on such terms" shall be deemed to be inserted after "such circumstances" and the words "for which purpose the Non-cumulative Dollar Preference Shares will be deemed to carry the number of votes determined pursuant to the following sentence" shall be deemed to be deleted;

 
(d)
in relation to any Category II Non-cumulative Dollar Preference share allotted prior to 16 January 1997 or allotted on exchange of any Exchangeable Capital Securities, Series A of the Company, in Article 4(D)(2)(f)(ii)(A) the last sentence shall be deemed to be deleted and the following deemed to be substituted therefor:

""Redemption Date" means, in relation to any Category II Non-cumulative Dollar Preference Share, any date which either (i) falls no earlier than such date (if any) as may be fixed by the Directors, prior to allotment of that share, as being the earliest date on which the Company may redeem such share, and the date so fixed shall be no earlier than five years and one day, and no later than ten years and one day, after the relevant date of allotment, or (ii) if no date is fixed by the Directors as aforesaid under (i) above in relation to that share, falls no earlier than five years and one day after the date of allotment of the Category II Non-cumulative Dollar Preference Share to be redeemed";

 
(e)
in relation to any Category II Non-cumulative Dollar Preference Shares allotted on or after 16 January 1997 (other than on exchange of any Exchangeable Capital Securities, Series A of the Company), sub-paragraphs (A) and (B) of Article 4(D)(2)(f)(ii) shall be deemed to be deleted and the following deemed to be substituted therefor:

 
"(A)
the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Category II Non-cumulative Dollar Preference Shares by giving to the holders of the Category II Non-cumulative Dollar Preference Shares to be redeemed not less than 30 days nor more than 60 days prior notice in writing (a "Notice of Redemption") of the relevant Redemption Date.  "Redemption Date" means, in relation to a Category II Non-cumulative Dollar Preference Share, any date which falls no earlier than three years and one day (or such longer period (if any) as may be fixed by the Directors prior to allotment of such Share) after the date of allotment of the Category II Non-cumulative Dollar Preference Share to be redeemed ("the Relevant Date") (provided that the Directors may determine prior to allotment that a Redemption Date must, in addition to falling as aforesaid, fall on such anniversary (or on such anniversaries) of the date of allotment as may be fixed by the Directors prior to allotment);

 
(B)
there shall be paid on each Category II Non-cumulative Dollar Preference Share so redeemed, in Dollars, the aggregate of the nominal amount thereof together with any premium paid on issue together with, where applicable, the Relevant Redemption Premium (defined below) and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the
 
 
 
- 32 -

 
 
Redemption Date.  "Relevant Redemption Premium" means an amount calculated in accordance with such one (if any) of the following three formulae as applied in relation to a Redemption Date notified under sub-paragraph (A) above which falls within the period of twelve months commencing on the date following the third, fourth, fifth, sixth or seventh anniversary of the Relevant Date, as the case may be, as may be determined by the Directors prior to the Relevant Date.  The formula for calculation of the Relevant Redemption Premium shall be:
 
 
(a)
A x B

 
where:

"A" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Category II Non-cumulative Dollar Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Category II Non-cumulative Dollar Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and

"B" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the third anniversary of the Relevant Date, is 66.66 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fourth anniversary of the Relevant Date, is 53.33 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 40.00 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 26.66 per cent.,

or

 
- 33 -

 
 
in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date is 13.33 per cent; or

 
(b)
C x D

where:

"C" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Category II Non-cumulative Dollar Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Category II Non-cumulative Dollar Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and

"D" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the third anniversary of the Relevant Date, is 50 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fourth anniversary of the Relevant Date, is 40 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 30 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 20 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date is 10 per cent; or
 
 
 
- 34 -

 

 
 
(c)
E x F

where:

"E" is the amount of US$25; and

"F" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the third anniversary of the Relevant Date, is 33.33 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fourth anniversary of the Relevant Date, is 26.66 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 20 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 13.33 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 6.66 per cent.

No Relevant Redemption Premium shall be payable when the Redemption Date falls after the eighth anniversary of the Relevant Date.  The product of any of the above formulae in respect of a Category II Non-cumulative Dollar Preference Share may, in the Directors' discretion, be rounded down to the nearest whole cent.

The Directors may, in their discretion, determine in relation to any Category II Non-cumulative Dollar Preference Share, prior to the Relevant Date, that none of the above formulae shall apply, in which event no Relevant Redemption Premium shall be payable;"", and

 
(f)
notwithstanding the terms of sub-paragraph (e) above, in relation to any Category II Non-cumulative Dollar Preference Shares allotted on or after 14 January 2000 (other than on exchange of any Exchangeable Capital Securities, Series A of the Company) the provisions of sub-paragraph (A) and (B) set out in sub-paragraph (e) above shall have effect subject to the following modifications:
 
 
 
- 35 -

 

 
 
(i)
the reference in sub-paragraph (A) to three years and one day shall be deemed to be a reference to five years and one day;

 
(ii)
notwithstanding the terms of sub-paragraph (B), a Relevant Redemption Premium shall only be payable when the relevant Redemption Date falls after the tenth anniversary of the Relevant Date and on or prior to the twentieth anniversary of the Relevant Date (the ''redemption premium period''). The formula for calculation of such Relevant Redemption Premium (subject to rounding down as specified in sub-paragraph (B)) shall be as specified in (iii) below.  The Directors may, in their discretion, determine in relation to any Category II Non-cumulative Dollar Preference Share, prior to the Relevant Date, that no Relevant Redemption Premium shall be payable;

 
(iii)
the formula for calculating the Relevant Redemption Premium shall be:

A x B

where:

''A'' is as defined in sub-paragraph (e) above;

''B'' is, in relation to any Redemption Date falling within the redemption premium period, a percentage determined from the table below by reference to the anniversary of the Relevant Date specified in the left-hand column which is the latest to occur prior to that Redemption Date:

Anniversary of the
   
Relevant Date
Percentage
 
tenth
50%
 
eleventh
45%
 
twelfth
40%
 
thirteenth
35%
 
fourteenth
30%
 
fifteenth
25%
 
sixteenth
20%
 
seventeenth
15%
 
eighteenth
10%
 
nineteenth
5%
 

 
 
(g)
in relation to any particular Category II Non-cumulative Dollar Preference Shares allotted on or after the date of passing of resolution 17 set out in Appendix 2 to the circular letter to shareholders dated 15th March 2004, all of the following provisions shall apply if (but only if) the Directors so determine prior to allotment thereof:

 
(i)
the Directors may, in their sole and absolute discretion, resolve prior to any dividend payment date that the dividend on such Category II Non-cumulative Dollar Preference Shares, or part thereof, shall not be paid on that dividend payment date.  If the Directors resolve as aforesaid, then none or (as the case may be) part only of the dividend shall be declared and/or paid.  The Directors shall not be bound to give their reasons for exercising their discretion under this
 
 
- 36 -

 
 
sub-paragraph, and the Directors may exercise their discretion in respect of a dividend notwithstanding the previous setting aside of a sum to provide for payment of that dividend;
 
 
(ii)
to the extent that any dividend or part of a dividend on any Category II Non-cumulative Dollar Preference Shares is, on any occasion, not paid by reason of the exercise of the Directors' discretion pursuant to sub-paragraph (i) above, the holders of such shares shall have no claim in respect of such non-payment;

 
(iii)
if any dividend or part of a dividend on any Category II Non-cumulative Dollar Preference Shares has, on any occasion, not been paid by reason of the exercise of the Directors' discretion under sub-paragraph (i) above:

 
(1)
the provisions of sub-paragraphs (viii) and (ix) of Article 4(D)(2)(b) shall not apply in respect of such non-payment;

 
(2)
such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on any other Category II Non-cumulative Dollar Preference Shares, or on any preference share capital of the Company expressed to rank pari passu with the Category II Non-cumulative Dollar Preference Shares, (b) the setting aside of sums for the payment of such dividends, (c) (subject to (4) below) the redemption, purchase or other acquisition of shares in the Company by the Company, or (d) (subject to (4) below) the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the Company;

 
(3)
no dividend may be declared or paid on any share capital ranking after the Category II Non-cumulative Dollar Preference Shares as regards participation in profits (including the Ordinary Shares) until such time as the dividend stated to be payable on the Category II Non-cumulative Dollar Preference Shares to which the non-payment relates in respect of a dividend period has thereafter been declared and paid in full; and

 
(4)
the Company may not redeem or purchase or otherwise acquire for any consideration any share capital ranking after the Category II Non-cumulative Dollar Preference Shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Category II Non-cumulative Dollar Preference Shares to which the non-payment relates in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full;
 

 
 
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(iv)
if there is any conflict between the provisions of this Article 4(E)(2)(g), as they apply to any Category II Non-cumulative Dollar Preference Shares, and any other provisions of Article 4(D) or this Article 4(E) applying to such Category II Non-cumulative Dollar Preference Shares, the provisions of this Article 4(E)(2)(g) shall prevail.  In Article 4(D)(2)(a), the words ", and subject to the provisions of Article 4(E)(2)(g), if applicable" shall be deemed to be inserted after "if applicable" in the first sentence, and in Article 4(D)(2)(b) the words "(subject to the provisions of Article 4(E)(2)(g), if applicable)" shall be deemed to be inserted after "such dividend shall" in sub-paragraph (i) and after "dividends shall" in sub-paragraph (ii);

 
(v)
in determining the sum payable on any Category II Non-cumulative Dollar Preference Shares pursuant to Article 4(D)(2)(c)(i) on a winding up or liquidation, the Directors' discretion under sub-paragraph (i) above shall be disregarded save in so far as such discretion was actually exercised prior to the making of the determination;

 
(vi)
in calculating the Relevant Redemption Premium (if any) payable in respect of any Category II Non-cumulative Dollar Preference Shares, the component "A" in the formula for such calculation shall be determined on the assumption that there shall be no exercise by the Directors of their discretion under sub-paragraph (i) above in respect of such Category II Non-cumulative Dollar Preference Shares; and

 
(vii)
for the avoidance of doubt, no series of Category II Non-cumulative Dollar Preference Shares shall be treated as ranking after any other New Preference Shares with which it is expressed to rank pari passu as regards participating in profits, by reason only of the provisions set out in this Article 4(E)(2)(g) being included in the terms of issue applicable to that series, or any dividend on that series not being paid by virtue of this Article 4(E)(2)(g);

 
(h)
in relation to any particular Category II Non-cumulative Dollar Preference Shares allotted after the date of adoption of these present, the proviso in sub-paragraph (2)(g) of Article 4(D) which specifies a maximum price for purchases by the Company of Non-cumulative Dollar Preference Shares which are listed on the London Stock Exchange shall not apply in relation to such Category II Non-cumulative Dollar Preference Shares unless the Directors expressly determine otherwise prior to allotment thereof.

 
(3)
For the avoidance of doubt, the Category II Non-cumulative Dollar Preference Shares are, for the purposes of Articles 4(C) and 4(D), New Preference Shares expressed to rank pari   passu   with the Non-cumulative Sterling Preference Shares and the Non-cumulative Dollar Preference Shares as regards participation in surplus profits and surplus assets.

 
(F)
Subject to the provisions of Article 4 and to the special rights attached to the Non-cumulative Sterling Preference Shares and the Non-cumulative Dollar Preference Shares and the Category II Non-cumulative Dollar Preference Shares and the Non-cumulative Euro Preference Shares and the Convertible Preference Shares (as defined in Article 4B) and to any special rights which are or may be attached to any other class of shares (i) the profits of the Company available for dividend and resolved to be distributed shall be distributed by way of dividend amongst the holders
 
 
 
- 38 -

 
 
of the Ordinary Shares and (ii) on a winding up or liquidation, voluntary or otherwise, the residue, if any, of the surplus assets of the Company available for distribution amongst the members shall belong to the holders of the Ordinary Shares and be divided amongst them in proportion to the amounts paid up or credited as paid up on such shares held by them respectively.
 
4A. 
Non-cumulative Euro Preference Shares

Each Non-cumulative Euro Preference Share of €0.01 forming part of the share capital of the Company (a "Non-cumulative Euro Preference Share") shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and votings at meetings and redemption specified or referred to in Schedule 1 to these presents ("Schedule 1", which Schedule shall be regarded as part of these presents).

4B. 
Non-cumulative Convertible Preference Shares

 
(1)
Non-cumulative Convertible Sterling Preference Shares: Each Non-cumulative Convertible Sterling Preference Share of £0.01 forming part of the share capital of the Company (a ''Non-cumulative Convertible Sterling Preference Share'') shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion specified or referred to in Parts 1 and 4 of Schedule 2 to these presents (''Schedule 2'' which schedule shall be regarded as part of these presents).

 
(2)
Non-cumulative Convertible Dollar Preference Shares: Each Non-cumulative Convertible Dollar Preference Share of US$0.01 forming part of the share capital of the Company (a ''Non-cumulative Convertible Dollar Preference Share'') shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion specified or referred to in Parts 2 and 4 of Schedule 2.

 
(3)
Non-cumulative Convertible Euro Preference Shares: Each Non-cumulative Convertible Euro Preference Share of € 0.01 forming part of the share capital of the Company (a ''Non-cumulative Convertible Euro Preference Share'') shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion specified or referred to in Parts 3 and 4 of Schedule 2.

 
(4)
In Schedule 2, ''Convertible Preference Shares'' means all or any of the Non-cumulative Convertible Sterling Preference Shares, the Non-cumulative Convertible Dollar Preference Shares and the Non-cumulative Convertible Euro Preference Shares (each a ''Convertible Preference Share'').

4C.
Additional Value Shares

Each Additional Value Share of £0.01 forming part of the share capital of the Company (an "Additional Value Share") shall confer the rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and conversion specified or referred to in Schedule 3 to these presents ("Schedule 3") which schedule shall be regarded as part of these presents.

4D.
Class B Shares

Each Class B Share of £0.01 forming part of the share capital of the Company (a "Class B Share") shall have attached to it such rights and be subject to such restrictions as may be determined by the Directors prior to allotment or otherwise in accordance with their terms.  Such rights and restrictions shall apply as if the same were set out in these Articles.  Whenever the Directors have power under this Article to determine any of the rights attached to any of the Class B Shares, the rights so determined need not be the same as those attached to the Class B Shares then allotted or in issue.  The Class B Shares may be issued
 
 
- 39 -

 
 
in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.  Each series of Class B Shares shall, in the event of a holder electing to convert, be redeemable at the option of the Company if the Company so elects in order to effect the conversion.

4E.
Dividend Access Shares

Each Dividend Access Share of £0.01 forming part of the share capital of the Company (a "Dividend Access Share") shall have attached to it such rights and be subject to such restrictions as may be determined by the Directors prior to allotment or otherwise in accordance with their terms.  Such rights and restrictions shall apply as if the same were set out in these Articles.  Whenever the Directors have power under this Article to determine any of the rights attached to any of the Dividend Access Shares, the rights so determined need not be the same as those attached to the Dividend Access Shares then allotted or in issue.  The Dividend Access Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

4F.
Non-Voting Deferred Shares Series B

Each Non-Voting Deferred Share Series B of £0.01 forming part of the share capital of the Company (a "Non-Voting Deferred Share Series B") shall confer such rights upon the holder and be subject to such restrictions as follows:

 
(1)
Notwithstanding any other provision of these articles, a Non-Voting Deferred Share Series B:

 
(a)
does not entitle its holder to receive any dividend or distribution declared, made or paid or any return of capital (save as provided in Article 4G(1)(b) and does not entitle its holder to any further or other right of participation in the assets of the Company;

 
(b)
entitles its holder to participate on a return of assets on a winding up of the Company, such entitlement to be limited to the repayment of the amount paid up or credited as paid up on such share and shall be paid only after the holders of any and all Ordinary Shares, Class B Shares and Dividend Access Shares then in issue shall have received (a) in the case of the Ordinary Shares, payment in respect of such amount as is paid up or credited as paid up on those Ordinary Shares and in the case of the Class B Shares and the Dividend Access Shares, payment of such amounts to which the holders of Class B Shares and Dividend Access Shares are entitled pursuant to the respective terms of issue of such shares plus (b) the payment in cash or in specie of £10,000,000 on each such Ordinary Share, and/or Class B Share and/or Dividend Access Share;

 
(c)
does not entitle its holder to receive a share certificate in respect of his or her shareholding, save as required by law;

 
(d)
does not entitle its holder to receive notice of, nor attend, speak or vote at, any General Meeting of the Company; and

 
(e)
shall not be transferable at any time other than with the prior written consent of the Directors;

 
(2)
The Company shall have the irrevocable authority to authorise and instruct the Secretary of the Company (or any other person nominated for the purpose by the Board of Directors) as agent for the holders of Non-Voting Deferred Shares Series B to surrender the Non-Voting Deferred Shares Series B to the Company for no consideration and to execute on behalf of such holders such documents as are
 
 
 
- 40 -

 
 
necessary in connection with such surrender without obtaining the sanction of the holder or holders thereof, and pending such surrender to retain the certificates, to the extent issued, for such Non-Voting Deferred Shares Series B;
 
 
(3)
Any request by the Company to surrender the Non-Voting Deferred Shares Series B may be made by the Directors depositing at the registered office of the Company a notice addressed to such person as the Directors shall have nominated on behalf of the holders of the Non-Voting Deferred Shares Series B;

 
(4)
The Company shall have the irrevocable authority to appoint a single holder or any other person on behalf of all holders of Non-Voting Deferred Shares Series B to exercise any vote to which holders of Non-Voting Deferred Shares Series B may be entitled in any circumstances or for any other matter connected to the Non-Voting Deferred Shares Series B;

 
(5)
The rights attached to the Non-Voting Deferred Shares Series B shall not be deemed to be varied or abrogated by the creation or issue of any new shares ranking in priority to or pari passu with or subsequent to such shares, any amendment or variation of the rights of any other class of shares of the Company, the Company reducing its share capital or the surrender, or purchase of any share, whether a Non-Voting Deferred Shares Series B or otherwise; and

 
(6)
The Company shall have the irrevocable authority to cancel any Non-Voting Deferred Shares Series B without making any payment to the holder and such cancellation shall not be deemed to be a variation or abrogation of the rights attaching to such Non-Voting Deferred Shares Series B.

4G.           Non-cumulative preference shares: supplementary provisions

 
(1)
The provisions of Articles 4 and 4B, Schedule 1 and Schedule 2 regarding redemption of any series of non-cumulative preference shares are subject to paragraph (2) below.

 
(2)
Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued, and without prejudice to the Directors’ power under Article 5, the Directors may determine the terms, conditions and manner of redemption of any series of Non-cumulative Sterling Preference Shares, Non-cumulative Dollar Preference Shares, Category II Non-cumulative Dollar Preference Shares, Non-cumulative Euro Preference Shares or Convertible Preference Shares allotted after the date of adoption of these presents prior to allotment thereof, and such terms, conditions and manner of redemption may differ (in whole or in part) from the provisions in Article 4 or 4B, Schedule 1 or Schedule 2 regarding redemption which would otherwise apply.

 
(3)
Notwithstanding any other provision of these presents, in relation to any New Preference Shares referred to in (a) to (f) below which are allotted after the date of adoption of these presents, the proviso in:

 
(a)
sub-paragraph (2)(g)(i) of Article 4(C), in the case of Non-cumulative Sterling Preference Shares;

 
(b)
sub-paragraph (2)(g) of Article 4(D), in the case of Non-cumulative Dollar Preference Shares;

 
(c)
paragraph 2.7 of Schedule 1, in the case of Non-cumulative Euro Preference Shares;

 
(d)
paragraph 2.7 of Part 1 of Schedule 2, in the case of Non-cumulative Convertible Sterling Preference Shares;
 
 
- 41 -

 

 
 
(e)
paragraph 2.7 of Part 2 of Schedule 2, in the case of Non-cumulative Convertible Dollar Preference Shares; and

 
(f)
paragraph 2.7 of Part 3 of Schedule 2, in the case of Non-cumulative Convertible Euro Preference Shares,

(being in each case a proviso which specifies a maximum price for purchases by the Company of shares of the class in question which are listed on the London Stock Exchange) shall not apply in relation to purchases of such New Preference Shares unless the Directors expressly determine otherwise prior to allotment thereof.

5.
Shares with special rights and redeemable shares

 
(1)
Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued (which special rights may be varied or abrogated only in the manner provided by Article 6), any share in the Company may be issued with such preferred, deferred or other special rights, or subject to such restrictions, whether in regard to participation in the profits or assets of the Company, voting or otherwise, as the Company may from time to time by Ordinary Resolution determine (or, in the absence of any such determination or in pursuance of any power conferred on the Directors by these presents or by Ordinary Resolution, as the Directors may determine) and subject to the provisions of the Statutes the Company may issue any shares which are, or at the option of the Company or the holder are to be liable, to be redeemed and the Directors may determine the terms, conditions and manner of redemption of any such shares.

 
(2)
Without prejudice to any special rights previously conferred on the holders of any shares or class of shares for the time being issued (which special rights may be varied or abrogated only in the manner provided by Article 6), and notwithstanding the provisions of paragraph (1) above, any preference share in the Company may be issued with such rights, and subject to such restrictions, as the Directors may determine prior to allotment or otherwise in accordance with their terms.  Such rights and restrictions may relate to participation in the profits or assets of the Company, receipt of notices, attendance and voting at meetings, conversion into other shares or redemption, and other rights and restrictions may also be attached.  If rights or restrictions relating to redemption are attached, the Directors may determine the terms, conditions and manner of redemption.  The preference shares may be denominated in different currencies.  Notwithstanding the foregoing, the Directors may not determine under this paragraph (2) the terms of issue of any shares to which the provisions of Article 4, 4A, 4B, 4C, 4D, 4E, 4F or 4G are stated on issue to apply.

5A.
If, at any time, the Company has convertible securities in issue, the conversion of such convertible securities of the Company may be effected in such manner as the Directors shall from time to time determine and, without prejudice to the generality of the foregoing, may be effected by:

 
(A)
a capitalisation of any profit or reserve in accordance with Article 139 and the allotment and issue of fully paid shares to the holders of the convertible securities;

 
(B)
a share consolidation and/or sub-division;

 
(C)
an alteration by resolution of the Directors of the terms of the convertible securities including, without limitation, so as to:

 
(i)
reduce or eliminate any rights to attend, vote or speak at a General Meeting of the Company, any rights to receive notices or copies of the Company's Annual Report and Accounts and interim financial information, any rights to dividends and distributions and/or any rights to capital on a winding-up or liquidation;
 
 
 
- 42 -

 

 
 
(ii)
provide for the delivery or surrender of the convertible securities to the Company or as it may direct for no consideration; and

 
(iii)
authorise the Secretary of the Company (or any other person appointed for the purpose by the Directors) as agent for the holders of the convertible shares to execute on behalf of such holders such documents as are necessary in connection with such delivery or surrender without obtaining the sanction of the holder or holders thereof,

in each case provided that the relevant holders of the convertible securities have, simultaneously with, or prior to, such alteration, received the securities (fully paid) to which they are entitled on conversion of the convertible securities;

 
(D)
a redemption or repurchase of securities out of the profits of the Company which would otherwise be available for distribution to the holders of any class of shares with the holders of the convertible securities subscribing for or acquiring, simultaneously with such redemption or repurchase, the appropriate number of securities (fully paid) to which they are entitled on conversion of the convertible securities and the holders shall be deemed irrevocably to authorise and instruct the Secretary of the Company (or any other person appointed for the purpose by the Board of Directors) to subscribe for or acquire such securities, as agent on the holder's behalf; or

 
(E)
a redemption or repurchase of securities out of the proceeds of a fresh issue of shares with the holders of the convertible securities subscribing for or acquiring, simultaneously with such redemption or repurchase, the appropriate number of securities (fully paid) to which they are entitled on conversion of the convertible securities and the holders shall be deemed irrevocably to authorise and instruct the Secretary of the Company (or any other person appointed for the purpose by the Board of Directors) to subscribe for or acquire such securities, as agent on the holder's behalf,

 
or any combination of such means.

VARIATION OF RIGHTS

6.
Method of varying class rights

Whenever the share capital of the Company is divided into different classes of shares, the special rights attached to any class may, subject to the provisions of the Statutes, be varied or abrogated either with the consent in writing of the holders of three-fourths of the issued shares of the class or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of the shares of the class (but not otherwise) and may be so varied or abrogated either whilst the Company is a going concern or during or in contemplation of a winding up.  To every such separate General Meeting all the provisions of these presents relating to General Meetings of the Company and to the proceedings thereat shall mutatis mutandis   apply, except that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued shares of the class (but so that if at any adjourned meeting a quorum as above defined is not present, any two holders of shares of the class present in person or by proxy shall be a quorum) and, in the case of a separate General Meeting of the holders of Class B Shares or Dividend Access Shares only, the necessary quorum shall be one holder of shares of the class present in person or by proxy holding or representing in aggregate at least one third in nominal value of the outstanding shares of the class, except at any adjourned meeting where this quorum requirement is not met, any one holder of shares of the class present in person or by proxy will constitute a quorum, and that any holder of shares of the class present in person or by proxy may demand a poll and that every such holder shall on a poll have one vote for every share of the class held by him.  The foregoing provisions of this Article shall apply to the variation or abrogation of the special rights attached to some only of the shares of any class as if the shares concerned and the remaining shares of such class formed separate classes.
 
 
- 43 -

 

 
7.
When share rights deemed to be varied

The special rights attached to any class of shares having preferential rights shall not unless otherwise expressly provided by the terms of issue thereof be deemed to be varied by the creation or issue of further shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu   therewith but in no respect in priority thereto.

ALTERATION OF CAPITAL
 
8.
New shares

All new shares shall be subject to the provisions of the Statutes and of these presents with reference to allotment, payment of calls, lien, transfer, transmission, forfeiture and otherwise.

9(A).
Rights on sub-division

Any resolution authorising the Company to sub-divide its shares may determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may, as compared with the others, have any such preferred, deferred or other special rights, or be subject to any such restrictions, as the Company has power to attach to unissued or new shares.

  (B).
Fractions arising

Where there has been a consolidation or division of shares and, as a result, shareholders are entitled to fractions of shares, the Directors may sell the shares representing the fractions to any person including the Company for the best price reasonably obtainable and distribute the net proceeds of sale in due proportion among the holders of the shares.  Where the shares to be sold are held in certificated form, the Directors may authorise any person to execute an instrument of transfer of the shares to the purchaser or a person nominated by the purchaser, and where such shares are held in uncertificated form, the Directors may do all acts or things they consider necessary or expedient to effect the transfer of the shares to the purchaser or a person nominated by the purchaser.  Where any holder's entitlement to a portion of the proceeds of sale amounts to less than a minimum figure determined by the Directors in their discretion, that holder's portion may be distributed to an organisation which is a charity for the purposes of the law of Scotland or England and Wales.  The purchaser of any shares shall not be bound to see to the application of the proceeds of sale, and his title to the shares not be affected by any irregularity or invalidity of the proceedings in relation to the sale.

10.
Purchase of own shares

Unless otherwise provided by the terms of issue, the rights attached to any New Preference Share shall not be deemed to be varied or abrogated by the purchase or redemption by the Company of any of its shares ranking as regards participation in the profits or assets of the Company pari   passu   with or postponed to such share.



SHARES

11(A).
Shares at the disposal of the Directors

Subject to the provisions of the Statutes relating to authority, pre-emption rights and otherwise and of any resolution of the Company in General Meeting passed pursuant thereto and of these presents, all new shares in the Company shall be at the disposal of the Directors and they may allot (with or without conferring a right of renunciation), grant options over or otherwise dispose of them to such persons, at such times and on such terms as they think proper.  No share in the Company may be allotted (a) for cash in a currency other than that in
 
 
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which it is denominated or (b) for a consideration other than cash unless the value ascribed thereto is denominated in the same currency as such share.

  (B)
Directors' power to allot shares for cash

 
(1)
During each Section 561 Class B Shares prescribed period the Directors shall be empowered to allot and to make offers or agreements to allot equity securities (other than Class B Shares) wholly for cash (pursuant to and within the terms of any general allotment authorisation then in force, by way of sales of treasury shares, or both) as if the Class B Shares were not equity securities (within the meaning of Section 560(1) of the 2006 Act) so that Section 561(1) of the 2006 Act shall, if the Directors so determine, be disapplied in respect of any such allotment of equity securities (or offer or agreement as aforesaid) to the extent that such section would otherwise have given the holders of the Class B Shares in respect of the Class B Shares rights in respect of the allotment of such equity securities.

 
(2)
During each Section 561 Dividend Access Shares prescribed period the Directors shall be empowered to allot and to make offers or agreements to allot equity securities (other than Dividend Access Shares) wholly for cash (pursuant to and within the terms of any general allotment authorisation then in force, by way of sales of treasury shares, or both) as if the Dividend Access Shares were not equity securities (within the meaning of Section 560(1) of the 2006 Act) so that Section 561(1) of the 2006 Act shall, if the Directors so determine, be disapplied in respect of any such allotment of equity securities (or offer or agreement as aforesaid) to the extent that such section would otherwise have given the holders of the Dividend Access Shares in respect of the Dividend Access Shares rights in respect of the allotment of such equity securities.

 
(3)
By each such power, the Directors may during each such period make offers or agreements which would or might require the allotment of equity securities after the expiry of such period.

 
(4)
For the purposes of this Article 11(B):

 
(i)
“general allotment authorisation” means, in the first instance, Resolution 12 in the notice of the Company's Annual General Meeting in 2010, if duly passed, and thereafter shall mean any other authorisation given to the Directors under Section 551 of the 2006 Act to exercise generally the power of the Company to allot, and/or to grant rights to subscribe for, or to convert any security into, shares in the Company;

 
( ii )
"Section 561 Class B Shares prescribed period" means, in the first instance, if Resolution 13 in the notice of the Company's Annual General Meeting in 2010 is duly passed, the period from the date of the adoption of these presents to the date of the Annual General Meeting in 2011 or 30 June 2011 (whichever is the earlier), and thereafter shall mean any other period (not exceeding five years on any occasion) for which the power conferred by sub-paragraph (1) above is renewed by a Special Resolution of the Company;

 
(iii)
"Section 561 Dividend Access Shares prescribed period" means, in the first instance, if Resolution 13 in the notice of the Company's Annual General Meeting in 2010 is duly passed, the period from the date of the adoption of these presents to the date of the Annual General Meeting in 2011 or 30 June 2011 (whichever is the earlier), and thereafter shall mean any other period (not exceeding five years on any occasion) for which the power conferred by sub-paragraph (2) above is renewed by a Special Resolution of the Company.
 
 
 
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12.
Commission

In addition to all other powers of paying commissions, the Company may exercise the powers of paying commissions conferred by the Statutes to the full extent thereby permitted.  The Company may also on any issue of shares pay such brokerage as may be lawful.  Subject to the Statutes, any such commission or brokerage may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in another.

13.
Renunciation

The Directors may at any time after the allotment of any share but before any person has been entered in the Register of Members as the holder recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Directors may think fit to impose.  In this Article "allottee" includes provisional allottee and any person in whose favour an allotment has been previously renounced.

14.
Interests not recognised

Except as required by law, no person shall be recognised by the Company as holding any share upon any trust, and the Company shall not be bound by or compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part of a share, or (except only as by these presents or by law otherwise provided) any other right in respect of any share, except an absolute right to the entirety thereof in the registered holder or, in the case of a share warrant, in the bearer of the warrant for the time being.

EVIDENCE OF TITLE TO SHARES

15. 
Uncertificated Shares

 
(A)
Pursuant and subject to the Uncertificated Securities Regulations, the Directors may permit title to shares of any class to be evidenced otherwise than by a certificate and title to shares of such a class to be transferred by means of a relevant system and may make arrangements for a class of shares (if all shares of that class are in all respects identical) to become a participating class.  Title to shares of a particular class may only be evidenced otherwise than by a certificate where that class of shares is for the time being a participating class.  The Directors may also, subject to compliance with the Uncertificated Securities Regulations and the rules of any relevant system, determine at any time that title to shares of any class may from a date specified by the Directors no longer be evidenced otherwise than by a certificate or that title to shares of such a class shall cease to be transferred by means of any particular relevant system.  For the avoidance of doubt, shares which are uncertificated shares shall not be treated as forming a class of shares which are separate from certificated shares with the same rights.

 
(B)
In relation to a class of shares which is, for the time being, a participating class and for so long as it remains a participating class, no provision of these Articles shall apply or have effect to the extent that it is inconsistent in any respect with:

 
(i)
the holding of shares of that class in uncertificated form;

 
(ii)
the transfer of title to shares of that class by means of a relevant system; and

 
(iii)
any provision of the Uncertificated Securities Regulations.

 
(C)
Shares of a class which is for the time being a participating class may be changed from uncertificated form, and from certificated to uncertificated form, in accordance with and subject as provided in the Uncertificated Securities Regulations and the
 
 
 
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rules of any relevant system, and the Directors shall record on the register of members that the shares are held in certificated or uncertificated form as appropriate.
 
16.
Certificated shares

Subject to the provisions of the Uncertificated Securities Regulations, the rules of any relevant system and these presents, every person (except a person to whom the Company is not by law required to issue a certificate) whose name is entered as a member in the register of members in respect of any shares of any one class upon the issue or transfer thereof shall be entitled without payment to a certificate therefor (in the case of issue) within one month (or such longer period as the terms of issue shall provide) after allotment or (in the case of a transfer of fully paid shares) within fourteen days after lodgement of a transfer or receipt of the relevant Operator-instruction by the Company or (in the case of a transfer of partly paid shares) within two months after lodgement of a transfer or receipt of the relevant Operator-instruction by the Company or (upon payment of such reasonable charge (if any) for every certificate after the first as the Directors shall from time to time determine) to several certificates, each for one or more of his shares of any class.  Provided that the Company shall not be bound to register more than four persons as the joint holders of a share and in the case of a share held jointly by several persons the Company shall not be bound to issue more than one certificate for each class of shares so held and delivery of a certificate to one of such persons shall be deemed sufficient delivery to all.  A member who has transferred some but not all of the shares comprised in a share certificate shall be entitled to a certificate for the balance without charge.

17.
Authentication and form of certificates

Every certificate for shares or debentures or other securities of the Company shall (except to the extent that the terms and conditions for the time being relating thereto otherwise provide) be issued under the Seal (or under a Securities Seal or, in the case of shares on a branch register, an official seal for use in the relevant territory) and (subject as hereinafter provided) shall bear the autographic signatures at least of one Director and the Secretary.  Provided that the Directors may by resolution determine, either generally or in any particular case or cases, that such signatures or either of them shall be dispensed with or shall be affixed by some method or system of mechanical signature or that certificates may be signed or authenticated by some other person or persons.  Every such certificate shall specify the number and class of shares, debentures or other securities to which it relates and the amount paid up thereon.  No certificate shall be issued representing shares, debentures or other securities of more than one class.  No certificate need be issued in respect of shares, debentures or other securities held by a recognised clearing house or a nominee of a recognised clearing house or of a recognised investment exchange or any other person in respect of whom the Company is not required by law to complete and have ready for delivery a certificate as provided herein.  Notwithstanding the foregoing provisions of this Article, the Directors may by resolution determine, either generally or in any particular case or cases, that certificates for shares, debentures or other securities shall bear the signatures or facsimile signatures of two authorised officers of the Company and need not be issued under the Seal or the Securities Seal or an official seal.

18.
Cancellation and replacement of certificates

 
(A)
Any two or more certificates representing shares of any one class held by any member may at his request be cancelled and a single new certificate for all such shares issued in lieu subject, if the Directors so require, to payment of the reasonable out of pocket expenses of the Company in providing the same.

 
(B)
If any member shall surrender for cancellation a share certificate representing shares held by him and request the Company to issue in lieu two or more share certificates representing such shares in such proportions as he may specify, the Directors may, if they think fit, comply with such request.
 

 
 
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(C)
If a share certificate shall be damaged, defaced, worn out, or alleged to have been lost, stolen or destroyed, it shall be replaced by a new certificate on request without fee but on such terms (if any) as to evidence and indemnity and to payment of any exceptional out-of-pocket expenses of the Company in investigating the evidence and preparing the indemnity as the Directors may decide and, where it is defaced or worn out, after delivery of the old certificate to the Company.

 
(D)
In the case of shares held jointly by several persons any such request may be made by any one of the joint holders.

CALLS ON SHARES

19.
Power to make calls

The Directors may from time to time make calls upon the members in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium) and not by the terms of issue thereof made payable at fixed times.  Each member shall (subject to being given at least fourteen days' notice specifying the time or times and place of payment) pay to the Company at the time or times and place so specified the amount called on his shares.  A call may be revoked or postponed as the Directors may determine.

20.
Time when call made

A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed and may be made payable by instalments.

21.
Liability of joint holders

The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

22.
Interest payable

If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the sum from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding 5 per cent per annum above the Base Rate, or in the absence of any Base Rate, 20 per cent per annum) as the Directors determine and all expenses that may have been incurred by the Company by reason of such non-payment, but the Directors shall be at liberty in any case or cases to waive payment of such interest and expenses wholly or in part.

23.
Deemed calls

Any sum (whether on account of the nominal value of the share or by way of premium) which by the terms of issue of a share becomes payable upon allotment or at any fixed date shall for all the purposes of these presents be deemed to be a call duly made and payable on the date on which by the terms of issue the same becomes payable.  In the case of non-payment all the relevant provisions of these presents as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by virtue of a call duly made and notified.

24.
Differentiation of calls

The Directors may at any time and from time to time differentiate between the holders as to the amount of calls to be paid and the times of payment.

25.
Payment of calls in advance

The Directors may if they think fit receive from any member willing to advance the same all or any part of the monies (whether on account of the nominal value of the shares or by way of
 
 
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premium) uncalled and unpaid upon the shares held by him and such payment in advance of calls shall extinguish pro tanto   the liability upon the shares in respect of which it is made and upon the monies so received (until and to the extent that the same would but for such advance become payable) the Company may pay interest at such rate (not exceeding the Base Rate or, in the absence of any Base Rate, 12 per cent  per annum) as the member paying such sum and the Directors agree upon.  The Directors may at any time repay monies paid in advance of calls upon giving to the member not less than one month's notice in writing.

FORFEITURE, SURRENDER AND LIEN

26.
Notice requiring payment of calls on default

If a member fails to pay the whole or any part of any call or instalment of a call on the day appointed for payment thereof, the Directors may at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid together with any accrued interest and any costs, charges and expenses incurred by the Company by reason of such non-payment.

27.
Content of notice

The notice shall name a further day (not being less than seven days from the date of service of the notice) on or before which, and the place where, the payment required by the notice is to be made, and shall state that in the event of non-payment in accordance therewith the shares on which the call was made will be liable to be forfeited.

28.
Forfeiture for non-compliance

If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls, interest, costs, charges and expenses due in respect thereof has been received by the Company, be forfeited by a resolution of the Directors to that effect.  Such forfeiture shall include all dividends declared in respect of the forfeited share and not actually paid before forfeiture.  The Directors may accept a surrender of any share liable to be forfeited hereunder.  When a share has been forfeited, the Company shall give notice of the forfeiture to the person who was before forfeiture the holder of the share or the person entitled by transmission to the share.  No forfeiture will be invalidated by any omission to give such notice.  An entry of the fact and date of forfeiture shall be made in the Register of Members.

29.
Sale of forfeited shares

A share so forfeited or surrendered shall become the property of the Company and may (subject to the provisions of the Statutes) be sold, re-allotted or otherwise disposed of either to the person who was before such forfeiture or surrender the holder thereof or entitled thereto or to any other person upon such terms and in such manner as the Directors shall think fit and at any time before a sale, re-allotment or disposition the forfeiture or surrender may be cancelled on such terms as the Directors think fit.  The Directors may, if necessary, authorise some person to transfer a forfeited or surrendered share to any such other person as aforesaid.

30.
Extinction of rights

A member whose shares have been forfeited or surrendered shall cease to be a member in respect of the forfeited or surrendered shares but shall notwithstanding the forfeiture or surrender remain liable to pay to the Company all moneys which at the date of forfeiture or surrender were presently payable by him to the Company in respect of the shares with interest thereon at 5 per cent  per annum above the Base Rate or, in the absence of any Base Rate, 20 per cent  per annum (or in either case such lower rate as the Directors may approve) from the date of forfeiture or surrender until payment but the Directors may waive payment of such moneys and/or interest either wholly or in part and the Directors may
 
 
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enforce payment without any allowance for the value of the shares at the time of forfeiture or surrender.

31.
Company to have lien on shares

The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of such share and the Company shall also, insofar as is permitted by the Statutes, have a first and paramount lien on all shares (other than fully paid shares) standing registered in the name of a single member for all the debts and liabilities of such member or his estate to the Company and that whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member and whether the period for the payment or discharge of the same shall have actually arrived or not and notwithstanding that the same are joint debts or liabilities of such member or his estate and any other person, whether a member of the Company or not.  The Company's lien (if any) on a share shall extend to all dividends or other moneys payable thereon or in respect thereof.  The Directors may waive any lien which has arisen and may declare any share to be exempt wholly or partially from the provisions of this Article.

32.
Enforcement of lien by sale

The Company may sell in such manner as the Directors think fit any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of fourteen days after a notice in writing stating and demanding payment of the sum presently payable and giving notice of the intention to sell in default shall have been given to the registered holder for the time being of the share or the person entitled thereto by reason of death or bankruptcy.

33.
Application of proceeds

The net proceeds of such sale after payment of the costs of such sale shall be applied in or towards payment or satisfaction of the debts or liabilities in respect whereof the lien exists so far as the same are presently payable and any residue shall (upon surrender to the Company for cancellation of the certificate (if any) for the shares sold and subject to a like lien for debts or liabilities not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the time of the sale.  For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to, or in accordance with the directions of, the purchaser.

34.
Giving effect to the sale

A statutory declaration in writing that the declarant is a Director or the Secretary of the Company and that a share has been duly forfeited or surrendered or sold to satisfy a lien of the Company on a date stated in the declaration shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share.  Such declaration and the receipt of the Company for the consideration (if any) given for the share on the sale, re-allotment or disposal thereof together with the share certificate (if any) delivered to a purchaser or allottee thereof shall (subject to the execution of a transfer if the same be required) constitute a good title to the share and the person to whom the share is sold, re-allotted or disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the purchase money (if any) nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, surrender, sale, re-allotment or disposal of the share.

 
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TRANSFER OF SHARES

35.
Transfers

Subject to such of the restrictions of these presents as may be applicable:

 
(i)
any member may transfer all or any of his uncertificated shares by means of a relevant system in such manner provided for, and subject as provided in the Uncertificated Securities Regulations and the rules of any relevant system, and accordingly no provision of these present shall apply in respect of an uncertificated share to the extent that it requires or contemplates the effecting of a transfer by an instrument in writing or the production of a certificate for the share to be transferred; and

 
(ii)
any member may transfer all or any of his certificated shares by an instrument of transfer in any usual form or in any other form which the Directors may approve.

36.
Execution of transfers

The instrument of transfer of a certificated share shall be executed by or on behalf of the transferor and (except in the case of fully paid shares) by or on behalf of the transferee.  The transferor shall be deemed to remain the holder of the shares concerned until the name of the transferee is entered in the Register of Members in respect thereof.  All instruments of transfer which are registered may be retained by the Company.

37.
Right to decline to register transfer of partly paid shares

The Directors may in their absolute discretion and without assigning any reason therefor decline to register any transfer of shares (not being fully paid shares) provided that where any such share is listed on the London Stock Exchange, such discretion may not be exercised in such a way as to prevent dealings in the shares of that class from taking place on an open and proper basis.  If the Directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the Company or, in the case of uncertificated shares, within two months after the date on which the relevant Operator-instruction is received, send to the transferee notice of the refusal.

38.
Further rights to decline to register transfer

 
(A)
The Directors may only decline to register a transfer of an uncertificated share in the circumstances set out in the Uncertificated Securities Regulations, and where, in the case of a transfer to joint holders, the number of joint holders to whom the uncertificated share is to be transferred exceeds four.

 
(B)
The Directors may decline to register any transfer of a certificated share unless:

 
(i)
the instrument of transfer is lodged at the Transfer Office or at such other place as the Directors may from time to time determine accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer;

 
(ii)
the instrument of transfer is in respect of only one class of share; and

 
(iii)
in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four.

39.
No fee payable for registration of transfers

No fee will be charged by the Company in respect of the registration of any instrument of transfer or confirmation or probate or letter of administration or certificate of marriage or death
 
 
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or power of attorney or other document relating to or affecting the title to any shares or otherwise for making any entry in the Register of Members affecting the title to any shares.



DESTRUCTION OF DOCUMENTS

40.
Destruction of documents

The Company shall be entitled to destroy (a) all share certificates which have been cancelled at any time after the expiration of one year from the date of such cancellation, and (b) all notifications of change of name and address and all dividend mandates which have been cancelled or have ceased to have effect at any time after the expiration of two years from the date of the recording of such notification or, as the case may be, the date of such cancellation or cessation, and (c) all instruments of transfer of shares which have been registered at any time after the expiration of six years from the date of registration thereof, and (d) any other documents on the basis of which any entry in the Register of Members has been made at any time after the expiration of six years from the date of the first entry in the Register of Members in respect thereof, and it shall conclusively be presumed in favour of the Company that every entry in the Register of Members purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made and that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered and every share certificate so destroyed was a valid and effective document duly and properly cancelled and every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company.

Provided always that:

 
(i)
The provisions aforesaid shall apply only to the destruction of a document in good faith and without express notice of any claim (regardless of the parties thereto) to which the document might be relevant;

 
(ii)
Nothing herein contained shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any other circumstances which would not attach to the Company in the absence of this Article;

 
(iii)
References herein to the destruction of any document include references to the disposal thereof in any manner.

TRANSMISSION OF SHARES

41.
Transmission

In case of the death of a registered shareholder, the survivors or survivor where the deceased was a joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only persons recognised by the Company as having any title to his interest in the shares, but nothing in this Article shall release the estate of a deceased holder (whether sole or joint) from any liability in respect of any share solely or jointly held by him.

42(A).
Registration on death, bankruptcy, etc

Subject to the provisions of the preceding Article any person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may (subject as provided elsewhere in these presents) upon such evidence being produced as may from time to time properly be required by the Directors (and in the case of shares in uncertificated form, subject to the facilities and requirements of the relevant system) either (a) be registered as holder of the share in a representative capacity or (b) be registered himself
 
 
 
- 52 -

 
 
as holder of the share or (c) transfer such share to some other person.  The Directors shall, in any case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that member before his death, bankruptcy or other event giving rise to the transmission of his entitlement by operation of law, as the case may be.

  (B)
Election for registration

The intimation to the Company, by or on behalf of any person becoming entitled to a share in accordance with paragraph (A) of this Article, of the evidence therein required shall be deemed to be a request by such person to be registered as holder of the share in a representative capacity unless such person shall otherwise elect as aftermentioned, provided always that such registration shall not impose any personal liability upon such person in respect of the share.  If the person so becoming entitled shall elect to be registered himself, he shall deliver or send to the Company a notice in writing in a form acceptable to the Directors signed by him stating that he so elects and if he shall elect to have another person registered he shall testify his election by, in respect of shares in certificated form, executing to that person a transfer of the share or, in respect of shares in uncertificated form, making such other arrangements as are consistent with the Uncertificated Securities Regulations and the facilities and requirements of the relevant system for their transfer to such person.  All the limitations, restrictions and provisions of these presents relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy of the member, or other event giving rise to the transmission of his entitlement by operation of law, had not occurred and the notice or transfer were a transfer signed by that member.

43.
Rights of persons entitled by transmission

Save as otherwise provided by or in accordance with these presents, a person becoming entitled to a registered share in consequence of the death or bankruptcy of a member or otherwise by operation of law (upon supplying to the Company such evidence as the Directors may reasonably require to show his title to the share) shall be entitled to the same dividends and other advantages as those to which he would be entitled if he were the registered holder of the share except that he shall not be entitled in respect thereof (except with the authority of the Directors) to exercise any right conferred by membership in relation to meetings of the Company until he shall have been registered as a member in respect of the share; Provided that the Directors may at any time give notice requiring such person to elect either to be registered or to transfer the share and, if the notice is not complied with within such period (being not less than 42 days) as the Directors may fix, the Company may thereafter:

 
(a)
withhold payment of all dividends and other monies payable in respect of the share (but any such action shall not constitute the Company a trustee in respect of any such dividends or other monies) and suspend any other advantages to which such person would otherwise be entitled in respect of the share until the requirements of the notice have been complied with; and/or

 
(b)
sell the share at the best price reasonably obtainable in such manner as the Directors think fit and, subject to the provisions of these presents generally, the provisions of Article 44(B) shall apply to such sale.

UNTRACED SHAREHOLDERS

44(A).
Power to dispose of shares of untraced shareholders

The Company shall be entitled to sell at the best price then reasonably obtainable the shares of a member or the shares to which a person is entitled by virtue of transmission on death or bankruptcy if and provided that:

 
(i)
during the period of twelve years ending on the date of the publication of the advertisement referred to in sub-paragraph (ii) below (or, if published on different
 
 
 
- 53 -

 
 
dates, the later or latest thereof) at least three cash dividends (whether interim or final) have become payable on or in respect of the shares in question but all dividends or other moneys payable on or in respect of such shares during such period remain unclaimed; and
 
 
(ii)
the Company shall have inserted an advertisement in one daily newspaper with a national circulation in the United Kingdom, one Scottish daily newspaper and one newspaper circulating in the area in which the last known address of the member or the address at which service of notices upon such member or other person may be effected in accordance with these presents is located, giving notice of its intention to sell the said shares; and

 
(iii)
during the said period of twelve years and the period of three months following the date of the publication of the said advertisement (or, if published on different dates, the later or latest thereof) the Company shall have received indication neither of the whereabouts nor of the existence of such member or person; and

 
(iv)
if the shares in question are listed on the London Stock Exchange, notice shall have been given to the London Stock Exchange of the Company's intention to make such sale.

  (B)
Sale procedure and application of proceeds

To give effect to any such sale the Company may appoint some person to execute as transferor an instrument of transfer of the said shares and such instrument of transfer shall be as effective as if it had been executed by the registered holder of, or person entitled by transmission to, such shares and the title of the transferee shall not be affected by any irregularity or invalidity in the proceedings relating thereto.  The Directors may authorise the conversion of shares to be sold which are certificated shares into uncertificated shares, and vice versa (so far as is consistent with the Uncertificated Securities Regulations and the facilities and requirements of the relevant system) for their transfer to, or in accordance with the directions of, the transferee.  The net proceeds of sale shall belong to the Company which shall be obliged to account to the former member or other person previously entitled as aforesaid for an amount equal to such proceeds and shall enter the name of such former member or other person in the books of the Company as a creditor for such amount.  No trust shall be created in respect of the debt, no interest shall be payable in respect of the same and the Company shall not be required to account for any money earned on the net proceeds, which may be employed in the business of the Company or invested in such investments (other than shares of the Company or its holding company if any) as the Directors may from time to time think fit.

SHARE WARRANTS TO BEARER

45(A).
Power to issue share warrants to bearer

Subject to the provisions of the 2006 Act, the Company may issue share warrants to bearer (each a "Warrant") and the Directors may accordingly, with respect to any share which is fully paid up and with respect to any one or more such shares as may be specified from time to time in a Warrant (in any case in which they shall in their discretion think fit so to do) issue a Warrant stating that the bearer of the Warrant is entitled to the shares therein specified, and may in any case in which a Warrant is so issued provide by coupons or otherwise for payment of the future dividends or other moneys in respect of the shares included in such Warrant.

  (B)
Bearer deemed to be a member

Subject to the provisions of these presents and of the 2006 Act and to the terms and conditions for the time being in force in relation to the relevant Warrant (whether made before or after the issue of such Warrant), the bearer of a Warrant shall be deemed to be a member of the Company, and shall be entitled to the same privileges and advantages as if his name
 
 
 
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had been included in the Register of Members as the holder of the shares specified in such Warrant.

  (C)
Meetings

No person shall, as the bearer of a Warrant, be entitled (a) to sign a requisition for calling a meeting, or to give notice of intention to submit a resolution to a meeting, or (b) to attend or vote by himself or by his proxy or exercise any privilege as a member at a meeting, unless he shall, in case (a) before or at the time of lodging such requisition, or giving such notice of intention as aforesaid, or in case (b) four days at least before the day fixed for the meeting, have deposited at the Office or a bank to be named or approved by the Company for that purpose the Warrant in respect of which he claims to act, attend or vote as aforesaid (the place at which the Warrant is so deposited being in this Article called "the depository"), and unless the Warrant shall remain so deposited until after the meeting and any adjournment thereof shall have been held.  The names of more than one person as joint holders of a Warrant shall not be received.

  (D)
Certificate to attend meetings

To any person so depositing a Warrant there shall be delivered a certificate stating his name and address, and describing the shares included in the Warrant so deposited, and bearing the date of issue of the certificate, and such certificate shall entitle him or his proxy, duly appointed as hereinafter provided, to attend and vote at any General Meeting held within three months from the date of the certificate and prior to delivery up thereof pursuant to paragraph (E) of this Article in the same way as if he were the registered holder of the shares specified in the certificate.

  (E)
Return of warrant after meeting

Upon delivery up of the certificate at the depository, the bearer of the certificate shall be entitled to receive the Warrant in respect of which the certificate was given.

  (F)
Exercise of other rights

The holder of a Warrant shall not, save as aforesaid, be entitled to exercise any right as a member unless (if called upon by any Director or the Secretary so to do) he produce his Warrant or the certificate of its deposit, and state his name and address.

  (G)
Issue of new warrants

The Directors may issue new Warrants or coupons in such manner, subject to such conditions and in respect of such number of shares as they think fit from time to time and the Directors shall be empowered at any time and from time to time to amend any Warrant then in issue so that by virtue of such amendments the number of shares which such Warrant from time to time represents is accurately shown therein provided that no new Warrant or coupon shall be issued in place of one lost unless the Directors are satisfied beyond reasonable doubt that the original has been destroyed.

  (H)
Transfer of shares included in warrant

The shares included in any Warrant shall be transferred by the delivery of the Warrant without any written transfer and without registration, and to shares so included the provisions hereinbefore contained with reference to the transfer of shares shall not apply.

  (I)
Coupon for dividend

The delivery to the Company or to a duly authorised agent of the Company of a coupon shall be a good discharge to the Company for the dividend represented thereby.

 
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  (J)
Surrender of warrant and registration of holder

Upon surrender of his Warrant to the Company for cancellation, together with all coupons for the future dividends on the shares comprised in the Warrant and an application in writing signed by him in such form and authenticated in such manner as the Directors shall require requesting to be registered as a member in respect of the shares included in the Warrant and stating in such application his name, address and occupation, the bearer of a Warrant shall be entitled to have his name entered as a member in respect of the shares included in the Warrant, but the Company shall in no case be responsible for any loss or damage incurred by any person by reason of the Company entering in its Register of Members, upon surrender of a Warrant, the name of any person not the true and lawful owner of the Warrant surrendered.

  (K)
Terms and conditions

The Directors may determine, and from time to time as they think fit vary, the terms and conditions upon which Warrants may be issued and any matters incidental thereto.  Subject to these presents the bearer of a Warrant shall be subject to the conditions for the time being in force relating to Warrants whether made before or after the issue of such Warrant.

GENERAL MEETINGS

46.
Types of general meetings

An Annual General Meeting shall be held once in every year, at such time (subject to the Statutes) and place as may be determined by the Directors.

47.
Directors' power to call general meetings

The Directors may whenever they think fit, and shall on requisition in accordance with the Statutes, proceed to convene a General Meeting.

48.
Application to class meeting where no variation of rights involved

The provisions of these presents relating to General Meetings shall apply, with necessary modifications, to any separate meeting of the holders of any class of shares of the Company held otherwise than in connection with the variation or abrogation of the rights attached to shares of the class.  All matters to be resolved at any such separate meeting shall, unless otherwise required by these presents or by statute, be resolved by Special Resolution, meaning for the purposes of this Article a resolution duly passed by a majority consisting of not less than three-quarters of the votes given upon the resolution at such meeting of which notice specifying the intention to propose the resolution as a Special Resolution shall have been duly given.

NOTICE OF GENERAL MEETINGS

49.
Period of notice

Subject to the Statutes, an Annual General Meeting shall be called by not less than twenty one days' notice, and any other General Meeting shall be called by not less than fourteen days' notice or by not less than such minimum notice period as is permitted by the Statutes (exclusive in every case of the day on which it is served or deemed to be served and of the day for which it is given), given in manner specified in these presents to the auditors and to all members other than such as are not under the provisions of these presents entitled to receive such notices from the Company: Provided that a General Meeting notwithstanding that it has been called by a shorter notice than that specified above shall be deemed to have been duly called if it is so agreed:

 
(A)
in the case of an Annual General Meeting, by all the members entitled to attend and vote thereat; and
 
 
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(B)
in the case of any other General Meeting by a majority in number of the members having a right to attend and vote thereat being a majority together holding not less than 95 per cent  in nominal value of the shares giving that right.

A notice of General Meeting may specify a time, being not more than 48 hours before the time fixed for the meeting, by which a person must be entered on the Register of Members in order to have the right to attend or vote at the meeting.  Changes made to the entries on the Register of Members after the time so specified shall be disregarded in determining the rights of any person to attend or vote at the meeting.  In calculating the abovementioned period of 48 hours, no account shall be taken of any part of a day that that is not a working day (within the meaning of section 1173 of the 2006 Act).


50.
Contents of notice

 
(A)
Every notice calling a General Meeting shall specify the place and the day and hour of the meeting, and there shall appear with reasonable prominence in every such notice a statement that a member entitled to attend and vote is entitled to appoint a proxy to exercise all or any of his rights to attend and to speak and vote at the meeting and that a proxy need not be a member of the Company.

 
(B)
In the case of an Annual General Meeting, the notice shall also specify the meeting as such.

 
(C)
In cases where forms of appointment of proxy are sent out with notices, the accidental omission to send such forms of appointment of proxy to, or the non-receipt of such forms of appointment of proxy by, any person entitled to receive notice shall not invalidate the proceedings at any General Meeting.

 
(D)
In the case of any General Meeting at which business other than routine business is to be transacted, the notice shall specify the general nature of such business; and if any resolution is to be proposed as a Special Resolution, the notice shall contain a statement to that effect.

51.
Routine business

Routine business shall mean and include only business transacted at an Annual General Meeting of the following classes, that is to say:

 
(A)
sanctioning or declaring dividends;

 
(B)
considering and adopting the accounts, the reports of the Directors and Auditors and other documents required to be annexed to the accounts;

 
(C)
re-appointing the retiring Auditors (unless they were last appointed otherwise than by the Company in General Meeting);

 
(D)
fixing the remuneration of the Auditors or determining the manner in which such remuneration is to be fixed;

 
(E)
appointing or re-appointing Directors to fill vacancies arising at the meeting on retirement by rotation or otherwise.
 

 
 
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52.
Notice of resolutions

The Directors shall on the requisition of members in accordance with the provisions of the Statutes, but subject as therein provided:

 
(A)
Give to the members entitled to receive notice of the next Annual General Meeting, notice of any resolution which may properly be moved and is intended to be moved at that meeting;

 
(B)
Circulate to the members entitled to have notice of any General Meeting, any statement of not more than one thousand words with respect to the matter referred to in any proposed resolution or the business to be dealt with at that meeting.

53. 
Postponement of general meetings

If the Directors, in their absolute discretion, consider that it is impractical or unreasonable for any reason to hold a General Meeting on the date or at the time or place specified in the notice calling the General Meeting, they may postpone the General Meeting to another date, time and place.  When a meeting is so postponed, notice of the date, time and place of the postponed meeting shall be placed in at least one leading Scottish and one leading London daily newspaper.  Notice of the business to be transacted at such postponed meeting shall not be required.

PROCEEDINGS AT GENERAL MEETINGS

54.
Meetings at more than one place

 
(A)
A General Meeting may be held at more than one place if:

 
(i)
the notice convening the meeting specifies that it shall be held at more than one place; or

 
(ii)
the Directors resolve, after the notice convening the meeting has been given, that the meeting shall be held at more than one place; or

 
(iii)
it appears to the chairman of the meeting that the place of the meeting specified in the notice convening the meeting is inadequate to accommodate all persons entitled and wishing to attend.

 
(B)
A General Meeting held at more than one place is duly constituted and its proceedings are valid if (in addition to the other provisions of these presents relating to General Meetings being satisfied) the chairman of the meeting is satisfied that facilities (whether electronic or otherwise) are available to enable each person present at each place to participate in the business of the meeting.

 
(C)
Each person present at each place who would be entitled to count towards the quorum in accordance with the provisions of Article 55 shall be counted in the quorum for, and shall be entitled to vote at, the meeting.  The meeting is deemed to take place at the place at which the chairman of the meeting is present (the "principal place").

 
(D)
If it appears to the chairman of the meeting that the facilities at the principal place or any other meeting place have become inadequate for the purposes referred to in paragraph (B) above, then the chairman may, in his absolute discretion, without the consent of the meeting, interrupt or adjourn the General Meeting.  All business conducted at that General Meeting up to the time of that adjournment shall be valid.  The provisions of Articles 61 and 62 shall apply to such adjournment.

 
(E)
The Directors may, for the purpose of facilitating the organisation and administration of any General Meeting to which such arrangements apply, from time to time make
 
 
 
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arrangements, whether involving the issue of tickets (on a basis intended to afford all members and proxies entitled to attend the meeting an equal opportunity of being admitted to the principal place) or the imposition of some random means of selection or otherwise as they shall in their absolute discretion consider to be appropriate, and may from time to time vary any such arrangements or make new arrangements in their place and the entitlement of any member or proxy to attend a General Meeting at the principal place shall be subject to the arrangements as may be for the time being in force whether stated in the notice of meeting to apply to that meeting or notified to the members concerned subsequent to the provision of the notice of the meeting.
 
55.
Quorum

No business other than the appointment of a chairman of the meeting shall be transacted at any General Meeting unless a quorum is present at the time when the meeting proceeds to business.  Five members present in person and entitled to vote at such meeting shall be a quorum for all purposes.

56.
If quorum not present

If within fifteen minutes from the time appointed for a General Meeting (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved.  In any other case it shall stand adjourned to such other day and at such other time and place as may have been specified for the purpose in the notice convening the meeting or (if not so specified) as the chairman of the meeting may determine; in the latter case (subject to Section 307A(7) of the 2006 Act), not less than seven days' notice of the adjourned meeting shall be given in like manner as in the case of the original meeting.  If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote at such meeting shall be a quorum.

57. 
Security arrangements

The Directors may direct that persons wishing to attend any General Meeting should submit to such searches or other security arrangements or restrictions as the Directors shall consider appropriate in the circumstances and shall be entitled in their absolute discretion to, or to authorise one or more persons who shall include a Director or the Secretary or the chairman of the meeting to, refuse entry to, or to eject from, such General Meeting any person who fails to submit to such searches or to otherwise comply with such security arrangements or restrictions.

58.
Chairman

The Chairman of the Directors, failing whom one of any Deputy Chairmen failing whom one of any Vice-Chairmen (to be chosen, if more than one are present and in default of agreement amongst themselves, by lot) shall preside as chairman at a General Meeting.  If there be no such Chairman or Deputy Chairman or Vice-Chairman, or if at any meeting none of them be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall choose one of their number (or, if no Director be present or if all the Directors present decline to take the chair, the members present and entitled to vote at such meeting shall choose one of their number) to be chairman of the meeting.  The chairman of the meeting who presides pursuant to this Article may, at any time during a General Meeting of the Company, nominate any Director of the Company to be the chairman of the meeting for the remainder of or for any part of the meeting.

59. 
Orderly Conduct

The chairman shall take such action as he thinks fit to promote the orderly conduct of the business of the meeting as laid down in the notice of the meeting and the chairman's
 
 
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decision, taken in good faith, on matters of procedure or arising incidentally from the business of the meeting shall be final as shall be his determination as to whether any matter is of such a nature.

60. 
Entitlement to attend and speak

Each Director shall be entitled to attend and speak at any General Meeting of the Company and at any separate General Meeting of the holders of any class of shares in the Company.  The chairman may invite any person to attend and speak at any General Meeting of the company whom the chairman considers to be equipped by knowledge or experience of the Company's business to assist in the deliberations of the meeting.

61.
Adjournments

The chairman of the meeting may with the consent of any General Meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time (or sine die ) and from place to place.  In addition, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) to another time and/or place (or, in the case of a meeting held at more than one place, other places) where it appears to him that (a) the members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting, (b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business or (c) adjournment is otherwise necessary so that the business of the meeting may be properly conducted.  Nothing in this Article shall limit any other power vested in the chairman to adjourn the meeting.  No business shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.

The chairman may adjourn the meeting notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting.  Any such member may nevertheless (without prejudice to the other provisions of these presents) execute a form of proxy for the adjourned meeting which, if delivered by him to the chairman or the Secretary of the Company, shall be valid even though it is given at less notice than would otherwise be required by these presents.

62.
Time and place of adjourned meetings

When a meeting is adjourned sine die , the time and place for the adjourned meeting shall be fixed by the Directors.  When a meeting is adjourned for 30 days or more or sine die   not less than seven days' notice of the adjourned meeting shall be given in like manner as in the case of an original meeting.  Save as aforesaid and save as expressly provided in Article 56, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

63.
Amendments to resolutions

If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.  In the case of a resolution duly proposed as a Special Resolution no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.  In the case of a resolution duly proposed as an Ordinary Resolution no amendment thereto (other than an amendment to correct a patent error) may be considered or voted upon unless either at least forty-eight hours prior to the time appointed for holding the meeting or adjourned meeting at which such Ordinary Resolution is to be proposed notice in writing of the terms of the amendment and intention to move the same has been lodged at the Office or the chairman decides in his absolute discretion that it may be considered or voted upon.
 
 
 
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64.
Method of voting

At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless the Company’s intention to call a poll on the resolution is stated in the notice of the General Meeting or, before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll as hereinafter mentioned, a poll is demanded by either:

 
(A)
the chairman of the meeting; or

 
(B)
not less than three members present in person or by proxy and entitled to vote: or

 
(C)
the depository for the time being under any deposit agreement between the Company and such depository providing for the deposit of any New Preference Shares, provided such depository is present in person and entitled to vote; or

 
(D)
a member or members present in person or by proxy and representing not less than one tenth of the total voting rights of all the members having the right to vote at the meeting; or

 
(E)
a member or members present in person or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all the shares conferring that right.

65.
Declaration of result and conduct of poll

A demand for a poll may be withdrawn only with the approval of the chairman and if it is so withdrawn:

 
(a)
before the result of a show of hands is declared, the meeting shall continue as if the demand had not been made; or

 
(b)
after the result of a show of hands is declared, the demand shall not be taken to have invalidated the result,

but if a demand is withdrawn, the chairman of the meeting or other member or members so entitled may himself or themselves demand a poll.  Unless a poll be duly demanded (and the demand be not withdrawn), a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded for or against such resolution.  If a poll is duly demanded (and the demand be not withdrawn), it shall be taken in such manner (including the use of ballot or voting papers or tickets) as the chairman of the meeting may direct, and the result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.  The chairman of the meeting may (and if so directed by the meeting shall) appoint scrutineers and may adjourn the meeting to some place and time fixed by him for the purpose of declaring the result of the poll.

66.
When poll to be taken

A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.  A poll demanded on any other question shall be taken either immediately or at such subsequent time (being not more than thirty days after the date of the meeting at which the poll was demanded) and place as the chairman may direct.  No notice need be given of a poll not taken immediately.
 
 
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67.
Continuance of meeting

The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll has been demanded.

VOTES OF MEMBERS

68.
Right to vote

Subject to any special rights or restrictions as to voting attached by or in accordance with these presents to any class of shares and to the provisions of these presents, on a show of hands every member who is present in person, and every proxy present who has been duly appointed by a member entitled to vote on the resolution, shall (subject to Section 285(2) of the 2006 Act) have one vote and on a poll every member who is present in person or by proxy shall have one vote for each 25p in nominal amount of the shares held by him.

69.
Votes of joint holders

In the case of joint holders of a share the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members in respect of the joint holding.

70.
Member under incapacity

A member who is a patient for any purpose of any statute relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis   or other person in the nature of a committee, receiver or curator bonis   appointed by such court, and any such committee, receiver, curator bonis or other person may vote by proxy, provided that such evidence as the Directors may require of the authority of the person claiming to vote shall have been deposited at the Transfer Office, or at such other place (if any) as is specified for the delivery of instruments of proxy in accordance with these presents, not later than the latest time for delivery or receipt of appointments of proxy under Article 76.

71.
Calls in arrears

No member shall, unless the Directors otherwise determine, be entitled in respect of shares held by him to vote at a General Meeting either personally or by proxy or to exercise any other right conferred by membership in relation to meetings of the Company if any call or other sum presently payable by him to the Company in respect of shares in the Company remains unpaid.

72.
Objection to voting

If (i) any objection shall be raised to the qualification of any person to vote or to the admissibility of any vote or (ii) any votes have been counted which ought not to have been counted or which might have been rejected or (iii) any votes are not counted which ought to have been counted, the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs.  Any objection or error raised or pointed out in due time shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting.  The decision of the chairman on such matters shall be final and conclusive.

 
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73.
Votes on a poll

On a poll votes may be given either personally or by proxy and a person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

74.
Proxy need not be a member

A proxy need not be a member of the Company.

75.
Form and execution of proxies

An appointment of a proxy shall be in any usual or common form or in any other form which the Directors may prescribe or accept and, in the case of an instrument in writing:

 
(a)
in the case of an individual shall be signed by the appointor or by his attorney; and

 
(b)
in the case of a corporation shall be either given under its common seal or executed in any manner prescribed by the Statutes to have the same effect as if given under the common seal of the corporation or signed on its behalf by an attorney or duly authorised officer of the corporation.

The Directors may, but shall not be bound to, require evidence of the authority of any such attorney or officer.  The signature on such instrument need not be witnessed.

In addition the Directors may determine that a proxy may be appointed by telephone, fax, electronic means or by means of a website, subject to such terms and conditions relating thereto as they may impose and to the Statutes.

A member may appoint more than one proxy in relation to a General Meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.

Without limiting the foregoing, in relation to any shares in uncertificated form, the Directors may permit a proxy to be appointed by electronic means and/or by means of a website in the form of an uncertificated proxy instruction (that is, a properly authenticated dematerialised instruction, and/or other instruction or notification, sent by means of a relevant system to such participant in that system acting on behalf of the Company as the Directors may prescribe, in such form and subject to such terms and conditions as may from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system)); and may permit any supplement to, or amendment or revocation of, any such uncertificated proxy instruction to be made by a further uncertificated proxy instruction.  The Directors may in addition prescribe the method of determining the time at which any such instruction or notification is to be treated as received by the Company.  The Directors may treat any such instruction or notification purporting or expressed to be sent on behalf of a holder of a share as sufficient evidence of the authority of the person sending the instruction to send it on behalf of that holder.

76.
Delivery of forms of proxy

 
(A)
An appointment of a proxy (together with any evidence of authority required by the directors pursuant to the immediately preceding Article) must:

 
(a)
in the case of an instrument in writing, be delivered to such place or one of such places (if any) as may be specified for that purpose in, or by way of note to, or in any documents accompanying, the notice convening the meeting or any notice of any adjournment (or, if no place is so specified, to the Transfer Office); and

 
(b)
in the case of an appointment made by electronic means, be received at such address as may have been specified for that purpose in (i) the notice
 
 
 
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convening the meeting or notice of any adjournment, (ii) any instrument of proxy sent out by the Company in relation to the meeting or adjourned meeting, or (iii) any invitation to appoint a proxy issued by the Company in relation to the meeting or adjourned meeting,
 
in each case not later than:

 
(1)
in the case of a meeting or adjourned meeting, forty-eight hours before the time appointed for the holding of the meeting or adjourned meeting;

 
(2)
in the case of a poll t aken more than forty-eight hours after it is demanded, not later than twenty-four hours before the time appointed for the taking of the poll, and

 
(3)
in the case of a poll not taken during the meeting or adjourned meeting but taken not more than forty-eight hours after it was demanded, (i) in accordance with sub-paragraph (1) above, or (ii) at the meeting or adjourned meeting at which the poll was demanded to the chairman, Secretary or any Director,

and, subject to paragraph (B) of this Article, in default shall not be treated as valid; provided that an appointment of a proxy relating to more than one meeting (including any adjournment thereof) having once been so delivered or received for the purposes of any meeting shall not require again to be delivered or received in relation to any subsequent meetings to which it relates.  No appointment of a proxy shall be valid after the expiration of twelve months from the date stated in it as the date of its execution or, in the case of an appointment contained in a document sent by electronic means, the date it was sent.

 
(B)
A Director, the Secretary or some person authorised for the purpose by the Secretary may, in the case of an instrument appointing a proxy in writing:

 
(a)
accept a photocopy, or a copy delivered by facsimile transmission, of the instrument appointing the proxy (and of the power of attorney (if any) under which it is signed, or a copy of such authority certified notarially or in some other way approved by the Directors); and/or

 
(b)
accept an instrument appointing a proxy which has not been properly executed or is not supported by the relevant documents as required by paragraph (A) of this Article

as a valid instrument of proxy where such person determines, in good faith, that the documents deposited indicate in sufficient detail the member's intention to appoint a proxy.

 
(C)
The Directors may in their discretion determine that in calculating the latest time for delivery or receipt of an appointment of a proxy under paragraph (A) above, no account shall be taken of any part of a day that is not a working day (within the meaning of Section 1173 of the 2006 Act).

77.
Differing proxies

When two or more valid but differing appointments of proxy are delivered in respect of the same share for use at the same meeting, the one which is last delivered or received (regardless of its date or of the date of its execution) shall be treated as replacing and revoking the others as regards that share and if the Company is unable to determine which was last delivered or received, the chairman shall determine, taking account of such matters as he considers appropriate, which appointment shall be treated as valid, or whether any of them are valid, and his decision shall be final and conclusive.
 
 
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78.
Issue of forms of proxy

Subject to the provisions of the Statutes, the Directors may, if they think fit, at the expense of the Company, issue forms of proxy for use by the members with or without prepaid postage and with or without inserting therein the names of any of the Directors or any other person as proxies.

79.
Rights conferred by form of proxy

An appointment of a proxy shall be deemed to include the right to demand or join in demanding a poll, and shall be deemed to confer authority to vote on any resolution or amendment of a resolution put to the meeting for which it is given (including, for the avoidance of doubt, any resolution which properly comes before the meeting where notice of the same was not included in the notice of the meeting nor specific reference thereto made in the appointment of a proxy) as the proxy thinks fit.  An appointment of a proxy shall, unless the contrary is stated thereon, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

80.
Intervening events etc

 
(A)
A vote cast by proxy shall not be invalidated by the previous death or insanity of the principal or by the revocation of the appointment of proxy or of the authority under which the appointment was executed provided that no intimation of such death, insanity or revocation shall have been received by the Company at the Transfer Office or such other place (if any) as is specified for the delivery of instruments of proxy or, in the case of an appointment of proxy contained in a document sent in electronic form, at the address at which such appointment was duly received, in each case in accordance with these presents prior to one hour before the commencement of the meeting or adjourned meeting or (in the case of a poll taken otherwise than at, or on the same day as, the meeting or adjourned meeting) the time appointed for the taking of the poll at which the vote is cast.

 
(B)
A vote given or poll demanded by proxy or by a representative of a corporation shall be valid notwithstanding that he has not voted in accordance with any instructions given by the member by whom he is appointed.  The Company is not bound to check or ensure that a person appointed as a proxy or representative of a corporation has in fact voted (or abstained from voting) in accordance with any such member’s instructions.

RESTRICTIONS ON VOTING AND OTHER SHARE RIGHTS

81(A).
Disenfranchisement

Without prejudice to any other rights or remedies of the Company where, in respect of any shares in the Company ("the default shares", which expression shall include any further shares which are allotted or issued in respect of such shares), any holder of such shares or other person appearing to be interested in such shares fails to comply with any notice (in this Article called a "statutory notice") given to that holder or other person by the Company pursuant to Part 22 of the 2006 Act or, in purported compliance with such a statutory notice, makes a statement which is false in a material particular, then not earlier than fourteen days after the service of such statutory notice, the Directors may serve upon such holder a notice (in this Article called a "disenfranchisement notice") stating or to the effect that the default shares and, if the Directors so determine, any other shares held by the holder shall from the service of the disenfranchisement notice confer on him, and on any transferee to which any of such shares are transferred other than pursuant to an approved transfer (as defined in paragraph (D) of this Article) or pursuant to paragraph (B)(i) of this Article, no right to attend or vote, in person or by proxy, either at any General Meeting of the Company or at any separate General Meeting of the holders of the shares of the relevant class or to exercise any other right conferred by membership in relation to any such meeting.
 

 
 
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  (B)
Other restrictions

Where the default shares are Ordinary Shares representing at least 0.25 per cent  in nominal value of the issued ordinary share capital as at the date of service of the disenfranchisement notice, the disenfranchisement notice may also at the discretion of the Directors (subject in the case of (i) below, to the requirements of the Uncertificated Securities Regulations) direct that:

 
(i)
no transfer of any of the shares held by such holder shall be registered unless (a) such holder is not himself in default as regards supplying the information requested and the transfer is part only of such holder's holding and, when presented for registration, is accompanied by a certificate by such holder in a form satisfactory to the Directors to the effect that, after due and careful enquiry, such holder is satisfied that no person in default as regards supplying such information is interested in any of the shares the subject of the transfer or (b) such transfer is an approved transfer; and/or

 
(ii)
any dividend or other moneys which would otherwise be payable on the default shares shall be retained by the Company in whole or in part without any liability to pay interest thereon when such moneys are finally paid to such holder and the holder shall not be entitled to elect pursuant to Article 133 to receive shares instead of that dividend.

   (C)
Cessation of disenfranchisement

Any disenfranchisement notice shall have effect in relation to default shares in accordance with its terms but shall cease to have effect:

 
(i)
on the expiry of seven days after the Company has received in writing all information required by it in respect of those default shares pursuant to every statutory notice served on the holder of such shares and each other person appearing to be interested in such shares; or

 
(ii)
when the Company receives notice that an approved transfer to a third party has occurred; or

 
(iii)
if and to the extent that the Directors so determine.

  (D)
Person interested in shares; approved transfers

For the purposes of this Article 81:

 
(a)
a person shall be treated as appearing to be interested in any shares if the holder of such shares has given to the Company information in pursuance of a notice served under Section 793 of the 2006 Act and either (a) the holder has named such person as being so interested, or (b) (after taking into account the said information and any other relevant information received in pursuance of a notice served under the said Section) the Company knows or has reasonable cause to believe that the person in question is or may be interested in the shares; and

 
(b)
A transfer of Ordinary Shares is an approved transfer if, but only if:

 
(i)
it is a transfer to an offeror by way of or in pursuance of acceptance of a takeover offer (as defined for the purposes of Chapter 3 of Part 28 of the 2006 Act) for the Company; or

 
(ii)
the Directors are satisfied that the transfer is made pursuant to a bona fide   sale of the whole of the beneficial ownership of the shares to a person unconnected with the holder or with any other person appearing to be interested in such shares (including any such sale made through a
 
 
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recognised investment exchange or any stock exchange outside the United Kingdom on which the Company's ordinary shares (or rights in respect of those shares) are normally traded).  For the purposes of this sub-paragraph (ii) any associate (as defined in Section 435 of the Insolvency Act 1986) shall be included amongst the persons who are connected with the holder or any person appearing to be interested in such shares.
 
CORPORATIONS ACTING BY REPRESENTATIVES

82.
Authority of representatives

Any corporation which is a member of the Company may by resolution of its directors or other governing body authorise such person or persons as it thinks fit to act as its representative or representatives at any meeting of the Company or of any class of members of the Company.  The Directors or any Director or the Secretary may (but shall not be bound to) require evidence of the authority of any such representative.

DIRECTORS

83.
Limit on number of directors

Subject as hereinafter provided the Directors shall not be more than twenty-five in number.  The Company may by Ordinary Resolution from time to time vary the maximum number of Directors.

84.
Directors need not be members

A Director shall not be required to hold any shares of the Company by way of qualification.  A Director who is not a member of the Company shall nevertheless be entitled to receive notice of and attend and speak at General Meetings and all separate meetings of the holders of any class of shares of the Company.

85.
Directors' fees

Each of the Directors may be paid a fee at such rate as may from time to time be determined by the Directors provided that the aggregate of all fees so paid to Directors shall not exceed £1,000,000 per annum or such higher amount as may from time to time be decided by ordinary resolution of the Company (whether before or after the date of adoption of these presents).  Such fees shall accrue from day to day and in the case of any Director shall, unless and to the extent that the Directors otherwise determine, be independent of any remuneration to which such Director may be entitled under any other provision of these articles or in respect of any other office or appointment under the Company or any other company in which the Company may be interested.

86.
Expenses

The Directors may repay to any Director all such reasonable expenses as he may incur in attending and returning from meetings of the Directors or of any committee or General Meetings or otherwise in or about the business of the Company or the discharge of his duties as a Director, including (without limitation) any professional fees incurred by him (with the approval of the Directors or in accordance with any procedures stipulated by the Directors) in taking independent advice in connection with the discharge of such duties.

87.
Extra remuneration

Any Director who is appointed to any executive office (including for this purpose the office of Chairman or Deputy Chairman or Vice-Chairman whether or not such office is held in an executive capacity) or who serves on any committee or who otherwise performs services which in the opinion of the Directors are outside the scope of the ordinary duties of a Director,
 
 
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may be paid such extra remuneration by way of salary, commission or otherwise as the Directors may determine.

88(A).
Retirement and other benefits

Without prejudice to the general power of the Directors under these presents to exercise on behalf of the Company (by establishment or maintenance of schemes or otherwise) all the powers of the Company to give or procure the giving of pensions, annuities or other allowances or benefits to or for the benefit of any person, and without restricting the generality of their other powers, the Directors shall have power to pay and agree to pay pensions or other retirement, superannuation, death or disability benefits or other allowances and benefits to any Director or ex-Director of the Company or of any company which is a subsidiary undertaking of the Company or is allied to or associated with the Company or any such subsidiary undertaking or of any predecessor in business of the Company or any other company as aforesaid and to the husbands, wives, widowers, widows, children, families, dependants and personal representatives of any such Director or ex-Director, and for the purpose of providing any such pensions or other benefits to establish or contribute to any trust, scheme, association, arrangement or fund or to pay premiums, and shall have power to establish trusts, schemes, associations, arrangements or funds considered to be for the benefit of any such persons aforesaid.  A Director or ex-Director shall not be accountable to the Company or the members for any such pension, allowance or other benefit and the receipt of the same shall not disqualify any person from being or becoming a Director of the Company.

  (B)
Insurance

Without prejudice to the provisions of Article 159, the Directors shall have the power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers or employees of the Company, or of any other company which is its holding company or in which the Company or such holding company or any of the predecessors of the Company or of such holding company has any interest, whether direct or indirect, or which is in any way allied to or associated with the Company, or of any subsidiary undertaking of or any other body, whether or not incorporated ("body"), owned by or in which an interest is owned by the Company or any such other company, or who are or were at any time trustees of any pension fund or employees' share scheme in which employees of the Company or any such other company or subsidiary undertaking or body are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or the exercise or purported exercise of their powers and/or otherwise in relation to or in connection with their duties, powers or offices in relation to the Company or any such other company, subsidiary undertaking, body, pension fund or employees' share scheme.

89(A).
Directors' interests in contracts with the Company

Subject to the provisions of the Statutes and Article 104, a Director or alternate Director may be a customer of the Company or of any of its subsidiary undertakings or be party to or in any way interested in any contract or arrangement or transaction to which the Company is a party or in which the Company is in any way interested and he may hold and be remunerated (in addition to any other remuneration provided for by or pursuant to any other Article) in respect of any office or place of profit (other than the office of Auditor of the Company or any subsidiary thereof) under the Company or any other company in which the Company is in any way interested and he (or any firm of which he is a member) may act in a professional capacity for the Company or any such other company and be remunerated therefor and in any such case as aforesaid (unless otherwise agreed) the Director may retain for his own absolute use and benefit all profits and advantages accruing to him thereunder or in consequence thereof.
 
 
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  (B)
Appointments with other companies

A Director of the Company may (subject to Article 92, where applicable) be or become a director or other officer of, or otherwise interested in, any undertaking promoted by the Company or in which the Company may be interested, and (unless otherwise agreed) shall not be accountable to the Company or the members for any remuneration, profit or other benefit received by him as a director or officer of, or from his interest in, such other undertaking.  The Directors may also cause the voting power conferred by the shares in any other undertaking held or owned by the Company to be exercised in such manner in all respects as they think fit, including the exercise thereof in favour of any resolution appointing themselves or any of them to be directors, officers or servants of such other undertaking, or voting or providing for the payment of remuneration to the directors, officers or servants of such other undertaking.

90(A).
Executive office

The Directors may from time to time appoint one or more of their body to be holder of any executive office (including, where considered appropriate, the office of Chairman, Deputy Chairman or Vice-Chairman, Managing, Joint Managing, Deputy or Assistant, Managing Director or Chief, Deputy Chief or Assistant Chief Executive) on such terms and for such period as they may (subject to the provisions of the Statutes) determine and without prejudice to the terms of any contract entered into in any particular case, may at any time revoke any such appointment.

 (B)
When termination of appointment automatic

The appointment of any Director to any of the executive offices specifically mentioned in paragraph (A) above shall automatically determine if he ceases to be a Director but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

  (C)
When termination of appointment not automatic

The appointment of any Director to any other executive office shall not automatically determine if he ceases from any cause to be a Director, unless the contract or resolution under which he holds office shall expressly state otherwise in which event the termination of his office if he ceases to be a Director shall be without prejudice to any claim for damages for breach of any contract of service between him and the Company.

91.
Delegation of powers

The Directors may entrust to and confer upon any Director or other person any of the powers exercisable by them as Directors upon such terms and conditions (including the power to sub-delegate) and with such restrictions as they think fit, and either collaterally with or to the exclusion of their own powers, and may from time to time revoke, withdraw, alter or vary all or any of such powers.

92.
Directors' interests:  authorisation of conflict situations by Directors

 
(A)
For the purposes of Section 175 of the 2006 Act (and with effect from the coming into force of that Section), the Directors have the power to authorise any matter which would or might otherwise constitute or give rise to a breach of the duty of a Director under that Section to avoid a situation in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company.
 
 
 
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(B)
Authorisation of a matter under this Article 92 is effective only if:

 
(a)
the matter in question is proposed in writing for consideration at a Directors' meeting in accordance with the Directors' normal procedures or in such other manner as the Directors may approve;

 
(b)
the proposal is dealt with as an item of business at that Directors' meeting in accordance with the Directors' normal procedures (subject to sub-paragraphs (c) and (d) below);

 
(c)
any requirement as to the quorum at the Directors' meeting, or the part of a Directors' meeting, at which the matter is considered is met without counting the Director in question and any other interested Director (together the "interested directors"); and

 
(d)
the matter is agreed to without the interested directors voting, or the matter would have been agreed to if the votes of the interested directors had not been counted.

 
(C)
Any authorisation of a matter under this Article 92 extends to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter so authorised.

 
(D)
Any authorisation of a matter under this Article 92 may be given on or subject to such conditions or limitations as the Directors determine, whether at the time such authorisation is given or subsequently.  In particular, the Directors may provide:

 
(a)
for the exclusion of some or all of the interested directors from the receipt of information, or participation in discussion (whether at Directors' meetings or otherwise), relating to the matter authorised by the Directors; or

 
(b)
with respect to an interested director who obtains information that is confidential to a third party, that he is not obliged to disclose that information to the Company, or to use the information in relation to the Company's affairs, where to do so would amount to a breach of that confidence.

A Director must comply with any obligations imposed on him by the Directors in or pursuant to any authorisation.

 
(E)
A Director is not, except as otherwise agreed by him, accountable to the Company for any benefit which he (or a person connected with him) derives from any matter authorised by the Directors under this Article 92, and any contract, transaction or arrangement relating to such matter is not liable to be avoided on the grounds of any such benefit.

 
(F)
An authorisation under this Article 92 may be terminated by the Directors at any time.

 
(G)
The provisions of paragraph (B) above apply in relation to any modification of the conditions or limitations on or subject to which an authorisation is given as they apply in relation to the giving of the authorisation.

 
(H)
An authorisation must be recorded in writing, but failure to do so will not invalidate the authorisation.

 
(I)
Notwithstanding any other provision of these presents, the Directors may not delegate the powers conferred on them under paragraph (A) above.
 
 
 
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APPOINTMENT AND RETIREMENT OF DIRECTORS

93.
Vacation of office of director

The office of a Director shall be vacated in any of the following events, namely:

 
(A)
if pursuant to any provisions of the Statutes he is removed or prohibited from being a Director;

 
(B)
if he shall resign by writing under his hand left at the Office, or if he shall tender his resignation and the Directors shall resolve to accept the same, or if, having been appointed for a fixed term, the term expires, or if his office as a director is vacated pursuant to Article 99;

 
(C)
if he shall have a receiving order made against him, become bankrupt, apparently insolvent, execute a trust deed for behalf of his creditors or shall compound with his creditors generally;

 
(D)
if he shall become of unsound mind or otherwise incapax;

 
(E)
if he shall be absent from meetings of the Directors for three months without leave and his alternate Director (if any) shall not during such period have attended in his stead and the Directors shall resolve that his office be vacated; or

 
(F)
if he shall be removed from office by notice in writing served upon him signed by all his co-Directors, but so that in the case of a Director holding an executive office which automatically determines on his ceasing to be a Director such removal shall be deemed an act of the Company and shall have effect without prejudice to any claim for damages in respect of the consequent termination of his executive office.

94.
Retirement of directors by rotation

At the Annual General Meeting in each year any Director bound to retire under Article 99 and any Directors who were not appointed at one of the preceding two Annual General Meetings shall retire from office and may offer themselves for re-election by the members.

95.
When directors deemed to be reappointed

The Company at the meeting at which a Director retires under any provision of these presents may (subject to Article 98) by Ordinary Resolution fill up the office being vacated by electing thereto the retiring Director or some other person eligible for appointment.  In default the retiring Director shall be deemed to have been re-elected except in any of the following cases:

 
(A)
where at such meeting it is expressly resolved not to fill up such office or a resolution for the re-election of such Director is put to the meeting and lost;

 
(B)
where such Director has given notice in writing to the Company that he is unwilling to be re-elected;

 
(C)
where the default is due to the moving of a resolution in contravention of the next following Article;

 
(D)
where such Director has attained any retiring age applicable to him as Director;

 
(E)
where, if such Director was re-elected, he would be required to vacate the office of Director pursuant to Article 93.

The retirement shall not have effect until the conclusion of the meeting except where a resolution is passed to elect some other person in the place of the retiring Director or a
 
 
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resolution for his re-election is put to the meeting and lost and accordingly a retiring Director who is re-elected or deemed to have been re-elected will continue in office without break.

96.
Resolution

A resolution for the appointment of two or more persons as Directors by a single resolution shall not be moved at any General Meeting unless a resolution that it shall be so moved has first been agreed to by the meeting without any vote being given against it; and any resolution moved in contravention of this provision shall be void.

97.
Notice of intention to appoint a director

No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for appointment as a Director at any General Meeting unless not less than seven nor more than forty two days (inclusive of the date on which the notice is given) before the day appointed for the meeting there shall have been left at the Office, addressed to the Secretary, notice in writing signed by some member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for appointment stating the particulars which would, if he were so appointed, be required to be included in the Company's Register of Directors together with notice in writing signed by the person to be proposed of his willingness to be elected.

98.
Removal and replacement of directors

The Company may in accordance with and subject to the provisions of the Statutes by Ordinary Resolution of which special notice has been given remove any Director from office notwithstanding any provision of these presents or of any agreement between the Company and such Director, but without prejudice to any claim he may have for damages for breach of any such agreement, and by Ordinary Resolution appoint another person in place of a Director so removed from office and any person so appointed shall be treated for the purpose of determining the time at which he or any other Director is to retire by rotation as if he had become a Director on the day on which the Director in whose place he is appointed was last elected as a Director.  In default of such appointment the vacancy arising upon the removal of a Director from office may be filled by the Directors as a casual vacancy.

99.
Appointment by ordinary resolution or by directors

The Company may by Ordinary Resolution appoint any person to be a Director either to fill a casual vacancy or as an additional Director.  Without prejudice and in addition thereto, the Directors shall have the power at any time so to do, but so that the total number of Directors shall not at any time exceed the maximum number (if any) fixed by or in accordance with these presents.  Any person so appointed by the Directors shall hold office only until the next Annual General Meeting and shall then be eligible for re-election; if not re-elected at such General Meeting, he shall vacate office at its conclusion.

ALTERNATE DIRECTORS

100(A).
Power to appoint alternate directors

Any Director (other than an alternate Director) may at any time by writing under his hand and deposited at the Office, or received by the Secretary or delivered at a meeting of the Directors, appoint any person (including another Director) to be his alternate Director and may in like manner at any time terminate such appointment.  If such alternate Director is not another Director, such appointment, unless previously approved by the Directors, shall have effect only upon and subject to being so approved.
 
 
 
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   (B)
Termination

The appointment of an alternate Director shall automatically determine on the happening of any event which if he were a Director would cause him to vacate such office or if his appointor ceases to be a Director or if the approval of the Directors to his appointment is withdrawn.  An alternate Director may by writing under his hand left at the Office resign such appointment.

   (C)
Alternate to receive notices

An alternate Director shall (except when absent from the United Kingdom) be entitled, if his appointor so requests, to receive notices of meetings of the Directors to the same extent as, but in lieu of, the Director appointing him and shall be entitled to attend and vote as a Director and be counted for the purposes of a quorum at any such meeting at which the Director appointing him is not personally present and generally at such meeting to perform all functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these presents shall apply as if he were a Director.  If he shall himself be a Director or shall attend any such meeting as an alternate for more than one Director his voting rights shall be cumulative.  If his appointor is for the time being absent from the United Kingdom or temporarily unable to act through ill-health or disability his signature to any resolution in writing of the Directors shall be as effective as the signature of his appointor.  To such extent as the Directors may from time to time determine in relation to any committees formed under Article 109 the foregoing sentences shall also apply mutatis   mutandis   to any meeting of any such committee of which his appointor is a member.  An alternate Director shall not (save as aforesaid) have power to act as a Director nor shall he be deemed to be a Director for the purposes of these presents.

  (D)
Alternate may be paid expenses but not remuneration

An alternate Director may be repaid expenses, and shall be entitled to be indemnified, by the Company to the same extent mutatis   mutandis   as if he were a Director but he shall not be entitled to receive from the Company any remuneration except only such proportion (if any) of the remuneration otherwise payable to his appointor as such appointor may by notice in writing to the Company from time to time direct.

PROCEEDINGS OF DIRECTORS

101(A).
Meetings of directors

Subject to the provisions of these presents, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.  Questions arising at any meeting shall be determined by a majority of votes.  In case of an equality of votes the chairman of the meeting shall have a second or casting vote.  A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.  Notice of a meeting of Directors shall be deemed to be properly given to a Director if it is given to him personally or by word of mouth or sent in writing or by electronic means to him at his last known address or any other address given by him to the Company for this purpose.  A Director absent or intending to be absent from the United Kingdom may request that notices of meetings of Directors shall during his absence be sent in writing or by electronic means to him at an address given by him to the Company for this purpose, but such notices need not be given any earlier than notices given to Directors not so absent and if no such request is made it shall not be necessary to give notice of a meeting of Directors to any Director who is for the time being absent from the United Kingdom.  A Director may waive notice of any meeting either prospectively or retrospectively.
 
 
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  (B)
Participation in meetings by telephone

Any one or more (including, without limitation, all) of the Directors, or any committee of the Directors, may participate in a meeting of the Directors or of such committee:

 
(a)
by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time; or

 
(b)
by a succession of telephone calls to Directors from the chairman of the meeting following disclosure to them of all material points.

Participating by such means shall constitute presence in person at a meeting.  Such meeting shall be deemed to have occurred, in the case of (a), at the place where most of the Directors participating are present or, if there is no such place, where the chairman of the meeting is present and, in the case of (b), where the chairman of the meeting is present.

102.
Authority to vote

A Director who is unable to attend any meeting of the Directors and has not appointed an alternate Director may authorise any other Director to vote for him at that meeting, and in that event the Director so authorised shall have a vote for each Director by whom he is so authorised in addition to his own vote.  Any such authority must be in writing or by cable.  telegram, telex or facsimile which must be produced at the meeting at which the same is to be used and be left with the Secretary for retention.

103.
Quorum

The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be three.  A meeting of the Directors at which a quorum is present shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

104.
Directors' interests

A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract (or any transaction or arrangement whether or not constituting a contract) with the Company shall declare the nature of his interest in accordance with the provisions of the Statutes.

105(A).
Restrictions on voting

Save as herein provided, a Director shall not vote at any meeting of the Directors in respect of any contract or arrangement or any other proposal whatsoever in which he has an interest which (together with any interest of any person connected with him within the meaning of Section 252 of the 2006 Act) is, to his knowledge, a material interest (otherwise than by virtue of his interests in shares or debentures or other securities of, or otherwise in or through, the Company).  A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

  (B)
Where interest does not prevent voting

Subject to the provisions of the Statutes a Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:

 
(i)
the giving of any security or indemnity to him pursuant to Article 159 or in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiary undertakings;
 
 
 
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(ii)
the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

 
(iii)
any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiary undertakings for subscription or purchase in which offer he is or may be entitled to participate as a holder of securities or in the underwriting or sub-underwriting of which he is to participate;

 
(iv)
any proposal concerning any other company (not being a company in which he owns one per cent or more) in which he is interested, directly or indirectly and whether as an officer, or shareholder, creditor or otherwise howsoever;

 
(v)
any proposal concerning the adoption, modification or operation of a pension fund or retirement death or disability benefits scheme or employees' share scheme which relates both to Directors and employees of the Company or of any of its subsidiary undertakings and does not provide in respect of any Director as such any privilege or advantage not accorded to the employees to which the fund or scheme relates;

 
(vi)
any contract or arrangement for the benefit of employees of the Company or of any of its subsidiary undertakings under which he benefits or stands to benefit in a similar manner to the employees and which does not accord to any Director as such any privilege or advantage not accorded to the employees to whom the contract or arrangement relates; and;

 
(vii)
any proposal concerning insurance which the Company proposes to purchase and/or maintain for the benefit of any Directors of the Company or for persons who include Directors of the Company, provided that for the purposes of this sub-paragraph (vii), insurance shall mean only insurance against liability incurred by a Director in respect of any act or omission by him referred to in Article 88(B), or any other insurance which the Company is empowered to purchase and/or maintain for, or for the benefit of, any groups of persons consisting of or including Directors of the Company.

For the purposes of sub-paragraph (iv) above, a company shall be deemed to be one in which a Director owns one per cent or more if and so long as (but only if and so long as) he, taken together with any person connected with him within the meaning of Section 252 of the 2006 Act, is to his knowledge (either directly or indirectly) the holder of or beneficially interested in one per cent or more of any class of the equity share capital of that company or of the voting rights available to members of that company.  For the purpose of this paragraph there shall be disregarded any shares held by the Director or any such person as simple trustee under the laws of Scotland or bare or custodian trustee under the laws of England and Wales and in which he has no beneficial interest, any shares comprised in  a trust in which his, or any such person's, interest is in reversion or remainder or fee if and so long as some other person is entitled to receive the income of the trust, and any shares comprised in an authorised unit trust scheme in which he, or any such person, is interested only as a unit holder.  Where a company in which a Director owns one per cent or more is materially interested in a contract or arrangement or other proposal, he also shall be deemed to be materially interested in that contract, arrangement or other proposal.

  (C)
Consideration of matters involving two or more directors

Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under paragraph (B)(iv) of this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.
 
 
 
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  (D)
Materiality of directors' interests

If any question shall arise at any meeting as to the materiality of a Director's interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting (or in the case of a question as to the materiality of an interest or entitlement to vote of the chairman, one of the Deputy Chairmen or in his absence one of the Vice-Chairmen) and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interests of such Director has not been fairly disclosed.

  (E)
Alternate Directors

In relation to an alternate Director, the interest of his appointor shall, for the purposes of this Article, be treated as the interest of the alternate Director in addition to an interest which the alternate Director otherwise has.  This Article applies to an alternate Director as if he were a Director.

  (F)
Relaxation of provisions

Subject to the Statutes, the Company may by Ordinary Resolution suspend or relax the provisions of this Article to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article.

106.
Proceedings in case of vacancies

The continuing Directors may act notwithstanding any vacancies in their number, but if and so long as the number of Directors is reduced below the number fixed by or in accordance with these presents as the necessary quorum of Directors the continuing Directors or Director may act for the purpose of filling up such vacancies or of summoning General Meetings of the Company, but not for any other purpose.  If there be no Directors or Director able or willing to act, then any two members may summon a General Meeting for the purpose of appointing Directors.

107.
Chairman

The Directors may elect a Chairman and one or more Deputy Chairmen and one or more Vice-Chairmen and determine the period for which each is to hold office.  The Chairman or, in his absence, one of any Deputy Chairmen or, in his absence, one of any Vice-Chairmen shall preside at meetings of the Directors, but if no Chairman or Deputy Chairman or Vice-Chairman shall have been appointed, or if at any meeting none of them be present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.  If at any time there is more than one Deputy Chairman or Vice-Chairman the right (in the absence of the Chairman or of the Chairman and the Deputy Chairmen respectively) to preside at a meeting of Directors shall be determined as between the Deputy Chairmen (in the absence of the Chairman) or Vice-Chairmen (in the absence of the Chairman and the Deputy Chairmen) present (if more than one) by seniority in length of appointment or otherwise as resolved by the Directors.

108.
Resolutions in writing

A resolution in writing signed by all the Directors entitled to vote on the resolution at a meeting of Directors (provided that their number is sufficient to constitute a quorum) or by all the members of a committee formed under the next following Article for the time being shall be as valid and effective as a resolution passed at a meeting of the Directors or, as the case may be, of such committee duly convened and held and may consist of several documents in the like form, each signed by one or more of the Directors or alternate Directors or members of the committee concerned.
 
 
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109.
Committees of directors

The Directors may delegate any of their powers, authorities or discretions (including, for the avoidance of doubt, any powers, authorities or discretions relating to the remuneration of Directors, the varying of Directors' terms and conditions of employment or the conferring of any benefit on Directors) to committees consisting of such Directors, or any other person, as the Directors think fit.  Insofar as any such power, authority or discretion is delegated to a committee, any reference in these presents to the exercise by the Directors of the power, authority or discretion so delegated shall be read and construed as if it were a reference to the exercise by such committee.  Any committee so formed shall in the exercise of the powers, authority or discretions so delegated conform to any regulations which may from time to time be imposed by the Directors.  Subject to such regulations, any member of a committee may enjoy voting rights in the committee.  Any delegation under this Article shall, in the absence of express provision to the contrary in the terms of delegation, be deemed to include authority to sub-delegate to sub-committees or any other person any of the powers, authorities or discretions delegated, and may be made subject to such conditions as the Directors may specify, and may be revoked or altered.  The Directors may at any time dissolve any such committee or revoke, vary or suspend any delegation made to any such committee.

110.
Proceedings of committee

The meetings and proceedings of any such committee consisting of two or more members (including the exercise of all powers, authorities and discretions vested in such committee) shall be governed by the provisions of these presents regulating the meetings and proceedings of the Directors, so far as the same are applicable and are not superseded by any regulations made by the Directors under the last preceding Article.

111.
Validity of proceedings

All acts done by any meeting of Directors, or of any such committee, or by any person acting as a Director, shall as regards all persons dealing in good faith with the Company, notwithstanding that there was some defect in the appointment or continuance in office of any such Directors (or their alternates), or member of the committee, or person acting as aforesaid, or that they or any of them were disqualified or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director (or alternate Director) or member of the committee and had been entitled to vote.

BORROWING POWERS

112.
Power to borrow and grant security

The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures and other securities, whether outright or as collateral security for any debt, guarantee, liability or obligation of the Company or of any third party.

GENERAL POWERS OF DIRECTORS

113.
Business to be managed by the directors

The business and affairs of the Company shall be managed by the Directors, who may exercise all such powers of the Company as are not by the Statutes or by these presents required to be exercised by the Company in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of the Statutes and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by Special Resolution of the Company, but no regulation so made by the Company shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.  
 
 
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The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Directors by any other Article.

114.
Local boards, etc

The Directors may make such arrangements as they think fit for the management and transaction of the Company's affairs in any specified locality whether in the United Kingdom or elsewhere and without prejudice to the generality of the foregoing may at any time and from time to time (a) establish Regional, Divisional or Local Boards, Committees or Agencies in the United Kingdom or elsewhere, (b) appoint any one or more of the Directors or any other person or persons to be members thereof for such period and at such remuneration as the Directors may deem fit, (c) revoke from time to time any such appointment, (d) fix the quorum of the said Regional, Divisional or Local Boards and Committees, (e) delegate to such Regional, Divisional or Local Boards, Committees and Agencies from time to time all or such powers, authorities and discretions vested in the Directors (other than the power to make calls) as the Directors may deem expedient, with power to sub-delegate, and (f) annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

115.
Powers of attorney

The Directors may from time to time and at any time by power of attorney or factory and commission or otherwise appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Directors, to be the Attorney or Attorneys or Commissioner or Commissioners of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these presents) and for such period and subject to such conditions as they may think fit, and any such power of attorney or factory and commission may contain such provisions for the protection and convenience of persons dealing with any such Attorney or Commissioner as the Directors may think fit, and may also authorise any such Attorney or Commissioner to sub-delegate all or any of the powers, authorities and discretions vested in him.  The Directors may delegate all or any of their powers under this Article.

116.
Overseas registers

Subject to and to the extent permitted by the Statutes, the Company, or the Directors on behalf of the Company, may cause to be kept in any territory outside the United Kingdom a branch register of members resident in such territory, and the Directors may make and vary such regulations as they may think fit respecting the keeping of any such register.

117.
Execution by the Company

All cheques, promissory notes, drafts, bills of exchange, and other negotiable or transferable instruments, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Directors or any duly authorised committee shall from time to time determine.

DEPARTMENTAL, REGIONAL OR LOCAL DIRECTORS
AND OTHER APPOINTEES

118(A).
Use of designation "Director"

The Directors may from time to time appoint any person to be a Departmental, Regional or Local Director or (without prejudice to the powers conferred by Article 114) to any other appointment including the word "Director" in its title (any person so appointed pursuant to this Article being in this Article called "an Appointee").
 
 
 
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   (B)
Powers and duties of Appointee

The Directors may from time to time define, limit or restrict the powers and duties of an Appointee and determine his remuneration and may at any time remove any such person from such office but without prejudice to any claim for damages for breach of any contract of service between him and the Company.  Any person so appointed as an Appointee shall not, by reason only of such appointment, be a Director of the Company for any of the purposes of these presents or of the Statutes, nor shall he have, by reason only of such appointment, any of the powers or duties of a Director save in so far as specific powers or duties may be vested in him by the Directors as aforesaid.  The Directors may at any time determine the use of any designation or title including the word "Director".

  (C)
Attendance at board meetings

An Appointee shall not be entitled, by reason only of such appointment, to receive notice of or to attend at any meeting of the Directors unless he is specifically invited by the Directors to do so, and as an Appointee he shall not be entitled to vote thereat.

   (D)
Appointment of other officers

The Directors may from time to time appoint Chief General Managers, Deputy Chief General Managers, Assistant Chief General Managers, Senior General Managers, General Managers, Deputy General Managers, Assistant General Managers and any other officers on such terms and for such period as the Directors may think fit.  The Directors may from time to time define, limit or restrict the powers and duties of any person appointed to any such office and determine his remuneration and may at any time remove any such person from such office but without prejudice to any claim for damages for breach of any contract of service between him and the Company.

SECRETARY

119.
Secretary

The Secretary shall be appointed by the Directors on such terms and for such period as they may think fit.  Any Secretary so appointed may at any time be removed from office by the Directors, but without prejudice to any claim for damages for breach of any contract of service between him and the Company.  If thought fit two or more persons may be appointed as Joint Secretaries.  The Directors may also appoint from time to time on such terms as they may think fit one or more Deputy Secretaries and Assistant Secretaries.  Anything by the Statutes or by these presents required or authorised to be done by or to the Secretary may, if the office is vacant or there is for any other reason no Secretary capable of acting, be done by or to any Deputy or Assistant Secretary, or if there is no Deputy or Assistant Secretary capable of acting, by or to any officer of the Company authorised generally or specially in that behalf by the Directors.

SEALS

120(A).
Custody of seal

The Directors shall provide for the safe custody of the Seal and any Securities Seal and neither shall be used without the authority of the Directors or a committee authorised by the Directors in that behalf.

   (B)
Formalities for affixing the seal

Every deed, contract, document, instrument or other writing to which the Seal shall be affixed shall (except as permitted by Article 17) be (A) signed by a Director or by some other person appointed by the Directors for the purpose and countersigned by the Secretary or by a second Director or by some other person appointed by the Directors for the purpose,
 
 
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(B) signed by one Director in the presence of a witness, or (C) signed by such other person or persons as the Directors may approve.

  (C)
Use of securities seal

The Securities Seal shall be used only for sealing securities issued by the Company and documents creating or evidencing securities so issued.  Any such securities or documents sealed with the Securities Seal shall not require to be signed.

EXECUTION OF DOCUMENTS

121.
Execution of documents

Subject to the provisions of the Statutes, all deeds, contracts, documents, instruments or other writings not executed under Seal may be signed by a Director or by the Secretary or by some other person appointed by the Directors or by a duly authorised committee for that purpose and that whether or not relating to heritable or real property.  Provided that this Article and the provisions of Article 120(B) are without prejudice to any other manner of execution of documents permitted or prescribed by the Statutes.

AUTHENTICATION OF DOCUMENTS

122.
Authentication of documents

Any Director or the Secretary or any person appointed by the Directors or by a duly authorised committee for the purpose shall have power to authenticate any documents affecting the constitution of the Company and any resolutions passed by the Company or the Directors or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts; and where any books, records, documents or accounts are elsewhere than at the Office the officer, servant or agent of the Company having the custody thereof shall be deemed to be a person appointed by the Directors as aforesaid.  A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Directors or any committee which is certified as aforesaid shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DIVIDENDS

123.
Declaration of dividends

The Company may by Ordinary Resolution declare dividends but no dividend shall be payable except out of the profits of the Company available for distribution under the provisions of the Statutes, or in excess of the amount recommended by the Directors, or in contravention of the special rights attaching to any share.  Unless and to the extent that the rights attached to any shares or the terms of issue thereof otherwise provide, all dividends shall be declared and paid according to the amounts paid on the shares in respect of which the dividend is paid, and shall (as regards any shares not fully paid throughout the period in respect of which the dividend is paid) be apportioned and paid pro rata according to the amounts paid on the shares during any portion or portions of the period in respect of which the dividend is paid.  The amounts of any such pro rata apportionments shall be determined by the Directors as they think fit in all respects including as to any Applicable Exchange Rate applied by them for the purposes of converting any amount denominated in one currency into another currency for such determination.  Provided that the Directors act bona fide they shall not incur any responsibility to the holders of any share in respect of the determination of such pro rata apportionment.  For the purposes of this Article no amount paid on a share in advance of calls shall be treated as paid on the share.
 

 
 
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124(A).
Interim dividends

If and so far as in the opinion of the Directors the profits of the Company justify such payment, the Directors may (subject to the special rights attaching to any share and provided that the Directors may in any event pay an interim dividend on the Ordinary Shares at a rate not exceeding £0.01 per Ordinary Share) subject to the Statutes declare and pay the fixed dividends or dividends not exceeding a specified amount on any class of shares carrying a fixed dividend or dividends not exceeding a specified amount expressed to be payable on fixed dates on the half-yearly or other dates prescribed for the payment thereof and may also from time to time subject to the Statutes declare and pay interim dividends on shares of any class of such amount and on such dates and in respect of such periods as they think fit.  For the purpose of ascertaining the distributable profits or reserves of the Company available for distribution at any time and the extent to which the same may cover fixed dividends or dividends not exceeding a specified amount expressed to be payable at such time, the Directors may convert any such profits or reserves denominated in, and any fixed dividend or dividends not exceeding a specified amount expressed to be payable in, a Foreign Currency into Sterling at the Applicable Exchange Rate.

   (B)
Directors' responsibility

Provided that the Directors act bona fide, they shall not incur any responsibility to the holders of any share conferring a preference which may at any time be issued for any damage they may suffer by reason of the payment of an interim dividend on any shares ranking after such preference shares.  A resolution of the Directors declaring the interim dividend shall (once announced) be irrevocable and have the same effect in all respects as if such dividend had been declared upon the recommendation of the Directors by an Ordinary Resolution of the Company.

125.
Profits and losses from past date

Subject to the provisions of the Statutes, where any asset, business or property is bought by, transferred to or vested in the Company as from a past date (whether such date be before or after the incorporation of the Company) the profits and losses thereof as from such date may at the discretion of the Directors in whole or in part be carried to revenue account and treated for all purposes as profits or losses of the Company.  Subject as aforesaid, if any shares or securities are purchased cum dividend or interest, such dividend or interest may at the discretion of the Directors be treated as revenue, and it shall not be obligatory to capitalise the same or any part thereof.

126.
Interest not payable

No dividend or other moneys payable on or in respect of a share shall bear interest as against the Company.  The provisions of this Article shall not affect the provisions of Article 44.

127.
Permitted deductions

The Directors may deduct from any dividend or other moneys payable to any member on or in respect of a share all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

128.
Retention of dividends

The Directors may retain any dividend or other moneys payable on or in respect of a share on which the Company has a lien, and may apply the same in or towards satisfaction of the debts, liabilities or engagements in respects of which the lien exists.
 
 
 
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129.
Waiver of dividends

The waiver in whole or in part of any dividend on any share by any document (whether or not under seal) shall be effective only if such document is signed by the shareholder (or the person entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law) and delivered to the Company and if or to the extent that the same is accepted as such or acted upon by the Company.

130.
Unclaimed dividends

All dividends or other moneys payable on or in respect of a share unclaimed after having been declared may be invested or otherwise made use of by the Directors for the benefit of the Company until, subject as provided by these presents, claimed.  The payment by the Directors of any unclaimed dividend or other moneys payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.  The provisions of this Article shall not affect the provisions of Article 44.

131.
Forfeiture of unclaimed dividends

Any dividend unclaimed after a period of twelve years from the date of declaration of such dividend shall be forfeited and shall revert to the Company.

132.
Dividends in specie

The Company may upon the recommendation of the Directors by Ordinary Resolution direct payment of a dividend in whole or in part by the distribution of specific assets (and in particular of paid-up shares or debentures of any other company) and the Directors shall give effect to such resolution, and where any difficulty arises in regard to such distribution, the Directors may (a) settle the same as they think expedient and in particular may issue fractional certificates or may authorise any person to sell and transfer any fractions or disregard fractions altogether, (b) fix the value for distribution of such specific assets or any part thereof, (c) determine that cash payments shall be made to any members upon the footing of the value so fixed in order to adjust the rights of those entitled to participate in the dividend, and (d) vest any such specific assets in trustees as may seem expedient to the Directors.

133.
Scrip dividend on Ordinary Shares

The Directors may, subject to the rights attached to any class of share and in addition to the provisions of Article 4(C)(2)(b)(vi), with the prior sanction of an Ordinary Resolution of the Company, offer the holders of Ordinary Shares the right to elect to receive Ordinary Shares, credited as fully paid, instead of cash in respect of all or part of such dividend or dividends as are specified by such resolution.  Such offer may be made by the Directors upon such terms and conditions as they think fit, provided that the following provisions shall apply in any event:

 
(A)
the said Ordinary Resolution may specify all or part of a particular dividend (whether or not already declared) or may specify all or any dividends (or any part of such dividends) declared or to be declared or paid within a specified period, but such period may not end later than the beginning of the fifth Annual General Meeting following the date of the meeting at which such resolution is passed;

 
(B)
the entitlement of each holder of Ordinary Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forego provided always that, in calculating the entitlement, the Directors may at their discretion adjust the figure obtained by dividing the relevant value by the amount payable on the Ordinary Shares up or down so as to procure that the entitlement of each shareholder to new Ordinary Shares may be represented by a simple numerical ratio.  For this purpose "relevant value" shall be calculated by reference to the average of the middle market quotations for the Company's Ordinary
 
 
 
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Shares on the London Stock Exchange, as derived from the Daily Official List, on the day on which the Ordinary Shares are first quoted "ex" the relevant dividend and the four subsequent dealing days, or in such other manner as may be determined by the Directors on such basis as they consider fair and reasonable.  A certificate or report by the Auditors as to the amount of the average quotation in respect of any dividend shall be conclusive evidence of that amount;
 
 
(C)
the basis of allotment shall be such that no member may receive a fraction of a share.  The Directors may make such provisions as they think fit for any fractional entitlements, including provisions whereby, in whole or in part, fractional entitlements are disregarded or the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any shareholder and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such shareholder of fully paid Ordinary Shares;

 
(D)
the Directors, after determining the basis of allotment, shall notify the holders of Ordinary Shares of the right of election offered to them, and shall send with, or following, such notification, forms of election and specify the procedure to be followed and the place at which, and the latest date and time by which, duly completed forms of election must be lodged in order to be effective;

 
(E)
the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Ordinary Shares in respect whereof the said election has been duly made ("the elected Ordinary Shares") and instead thereof additional Ordinary Shares shall be allotted to the holders of the elected Ordinary Shares on the basis of allotment determined as aforesaid.  For such purpose the Directors shall capitalise out of such of the sums standing to the credit of any of the Company's reserves (including Share Premium Account and Capital Redemption Reserve) or any of the profits which could otherwise have been applied in paying dividends in cash as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of new Ordinary Shares for allotment and distribution to and amongst the holders of the elected Ordinary Shares on such basis.  A resolution of the Directors capitalising any part of the reserves or profits hereinbefore mentioned shall have the same effect as if such capitalisation had been declared by Ordinary Resolution of the Company in accordance with Article 148;

 
(F)
the additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend;

 
(G)
any resolution of the Company or the Directors, passed on or after the date of adoption of these presents, declaring a dividend in respect of which (or in respect of any part of which) a right of election is offered under this Article (whether before or after the passing of the resolution) shall be deemed to include (if not expressly included) a provision that the dividend declared (or the part thereof in respect of which the right of election is offered) shall not be payable in respect of Ordinary Shares as regards which a valid acceptance of the offer under this Article shall have been received by the Company not later than the final time for receipt of forms of election;

 
(H)
Unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the rules of the relevant system concerned otherwise require, the new Ordinary Share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected Ordinary Shares shall be in uncertificated form (in respect of the member's elected
 
 
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Ordinary Shares which were in uncertificated form on the date of the member's election) and in certificated form (in respect of the member's elected Ordinary Shares which were in certificated form on the date of the member's election); and
 
 
(I)
the Directors may also from time to time establish, continue or vary a procedure for election mandates, which, for the avoidance of doubt, may include an election by means of a relevant system and mandates given before the adoption of these presents, under which a holder of Ordinary Shares may elect to receive Ordinary Shares credited as fully paid instead of cash in respect of all future rights offered to that holder under this Article until the election mandate is revoked or deemed to be revoked in accordance with the procedure;

 
(J)
the Directors may undertake and do such acts and things as they may consider necessary or expedient for the purpose of giving effect to the provisions of this Article;

 
(K)
notwithstanding the foregoing, the Directors may at any time prior to payment of the relevant dividend determine, if it appears to them desirable to do so because of a change in circumstances, that the dividend shall be payable wholly in cash after all and if they so determine then all elections made shall be disregarded.  The dividend shall be payable wholly in cash if the ordinary share capital of the Company ceases to be listed on the Official List of the London Stock Exchange at any time prior to the due date of issue of the additional shares or if the listing is suspended and not reinstated by the date immediately preceding the due date of such issue;

 
(L)
the Directors may on any occasion determine that rights of election hereunder shall be subject to such exclusions, restrictions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised regulating body or any stock exchange in, any territory; and

 
(M)
this Article shall have effect without prejudice to the other provisions of these presents and such provisions shall also have effect without prejudice to the provisions of this Article.

134.
Scrip dividend on Class B Shares

The Directors may, subject to the rights attached to any class of share (including the terms attached to the Class B Shares) and in addition to the provisions of Article 4(C)(2)(b)(vi) and Article 133, with the prior sanction of an Ordinary Resolution of the Company, offer the holders of Class B Shares the right to elect to receive Ordinary Shares. credited as fully paid, instead of cash in respect of all or part of such dividend or dividends as are specified by such resolution.  Such offer may be made by the Directors upon such terms and conditions as they think fit, provided that the following provisions shall apply in any event:

 
(A)
the said Ordinary Resolution may specify all or part of a particular dividend (whether or not already declared) or may specify all or any dividends (or any part of such dividends) declared or to be declared or paid within a specified period, but such period may not end later than the beginning of the fifth Annual General Meeting following the date of the meeting at which such resolution is passed;

 
(B)
the entitlement of each holder of Class B Shares to new Ordinary Shares shall be such that the relevant value of the entitlement shall be as nearly as possible equal to (but not greater than) the cash amount (disregarding any tax credit) of the dividend that such holder elects to forgo provided always that, in calculating the entitlement, the Directors may at their discretion adjust the figure obtained by dividing the relevant value by the amount payable on the Class B Shares up or down so as to procure that the entitlement of each shareholder to new Ordinary Shares may be represented by a simple numerical ratio.  For this purpose "relevant value" shall be calculated in such manner as may be determined by the Directors on such basis as they consider fair and reasonable;
 
 
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(C)
the basis of allotment shall be such that no member may receive a fraction of a share.  The Directors may make such provisions as they think fit for any fractional entitlements, including provisions whereby, in whole or in part, fractional entitlements are disregarded or the benefit thereof accrues to the Company and/or under which fractional entitlements are accrued and/or retained and in each case accumulated on behalf of any shareholder and such accruals or retentions are applied to the allotment by way of bonus to or cash subscription on behalf of such shareholder of fully paid Ordinary Shares;

 
(D)
the Directors, after determining the basis of allotment, shall notify the holders of Class B Shares of the right of election offered to them, and shall send with, or following, such notification, forms of election and specify the procedure to be followed and the place at which, and the latest date and time by which, duly completed forms of election must be lodged in order to be effective;

 
(E)
the dividend (or that part of the dividend in respect of which a right of election has been offered) shall not be payable on Class B Shares in respect whereof the said election has been duly made ("the elected B Shares") and instead thereof additional Ordinary Shares shall be allotted to the holders of the elected B Shares on the basis of allotment determined as aforesaid.  For such purpose the Directors shall capitalise out of such of the sums standing to the credit of any of the Company's reserves (including Share Premium Account and Capital Redemption Reserve) or any of the profits which could otherwise have been applied in paying dividends in cash as the Directors may determine, a sum equal to the aggregate nominal amount of the additional Ordinary Shares to be allotted on such basis and apply the same in paying up in full the appropriate number of new Ordinary Shares for allotment and distribution to and amongst the holders of the elected B Shares on such basis.  A resolution of the Directors capitalising any part of the reserves or profits hereinbefore mentioned shall have the same effect as if (i) such capitalisation had been declared by Ordinary Resolution of the Company in accordance with Article 139 and (ii) Article 139 referred to "Class B shareholders" rather than "Ordinary Shareholders".  Ordinary Shares will not be allotted to the holders of the elected B Shares to the extent that such allotment would result in the holders of Class B Shares holding directly or indirectly more than 75 per cent. of the total issued Ordinary Shares.  In these circumstances, the balance of any relevant dividend shall be paid in cash;

 
(F)
the additional Ordinary Shares so allotted shall rank pari passu in all respects with the fully paid Ordinary Shares then in issue save only as regards participation in the relevant dividend;

 
(G)
any resolution of the Company or the Directors, passed on or after the date of adoption of these presents, declaring a dividend in respect of which (or in respect of any part of which) a right of election is offered under this Article (whether before or after the passing of the resolution) shall be deemed to include (if not expressly included) a provision that the dividend declared (or the part thereof in respect of which the right of election is offered) shall not be payable in respect of Class B Shares as regards which a valid acceptance of the offer under this Article shall have been received by the Company not later than the final time for receipt of forms of election;

 
(H)
unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the rules of the relevant system concerned otherwise require, the new Ordinary Share or shares which a member has elected to receive instead of cash in respect of the whole (or some part) of the specified dividend declared in respect of his elected B Shares shall be in uncertificated form (in respect of the member's elected B Shares which were in uncertificated form on the date of the member's election) and in certificated form (in respect of the member's elected B Shares which were in certificated form on the date of the member's election);
 
 
 
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(I)
the Directors may also from time to time establish, continue or vary a procedure for election mandates, which, for the avoidance of doubt, may include an election by means of a relevant system, under which a holder of Class B Shares may elect to receive Ordinary Shares credited as fully paid instead of cash in respect of all future rights offered to that holder under this Article until the election mandate is revoked or deemed to be revoked in accordance with the procedure;

 
(J)
the Directors may undertake and do such acts and things as they may consider necessary or expedient for the purpose of giving effect to the provisions of this Article;

 
(K)
notwithstanding the foregoing, the Directors may at any time prior to payment of the relevant dividend determine, if it appears to them desirable to do so because of a change in circumstances, that the dividend shall be payable wholly in cash after all and if they so determine then all elections made shall be disregarded;

 
(L)
the Directors may on any occasion determine that rights of election hereunder shall be subject to such exclusions, restrictions or other arrangements as the Directors may deem necessary or expedient in relation to legal or practical problems under the laws of, or the requirements of any recognised regulating body or any stock exchange in, any territory; and

 
(M)
this Article shall have effect without prejudice to the other provisions of these presents and such provisions shall also have effect without prejudice to the provisions of this Article.

135(A).
Procedure for payment

Any dividend or other monies payable in cash on or in respect of a share may be paid by cheque, warrant or other financial instrument sent through the post to the registered address of the member or person entitled thereto (or, if two or more persons are registered as joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder or otherwise by operation of law, to any one of such persons), or to such person and such address as such member or person or persons may by writing direct  Every such cheque shall be crossed and bear across its face the words "account payee" or "a/c payee" either with or without the word "only", and every such cheque or warrant or other financial instrument shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders or person or persons entitled to the share in consequence of the death or bankruptcy of the holder or otherwise by operation of law may direct.  Payment of the cheque or warrant or other financial instrument by the banker upon whom it is drawn or, in respect of uncertificated shares, the making of payment in accordance with the facilities and requirements of the relevant system, shall be a good discharge to the Company.  Every such cheque or warrant or other financial instrument shall be sent at the risk of the person entitled to the money represented thereby.  In addition, any such dividend or other monies may be paid by any usual or common banking or funds transfer method (including, without limitation, direct debit, bank transfer and electronic funds transfer) and to or through such person as the holder or joint holders may in writing direct, and the Company shall have no responsibility for any sums lost or delayed in the course of any such transfer or where it has acted on any such directions.

   (B)
Uncertificated shares

In respect of uncertificated shares every such payment of dividend or other monies made by any method referred to in this Article 135 may be made in any such manner as may be consistent with the facilities and requirements of the relevant system.  Without prejudice to the generality of the foregoing, in respect of uncertificated shares, such payment may include the sending by the Company or by any person on its behalf of an instruction to the Operator of the relevant system to credit the cash memorandum account of the holder or joint holders, or of such person as the holder or joint holders may in writing direct.

 
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(C)
Uncashed Dividends

The Company may cease to send any cheque, warrant or other financial instrument through the post or employ any other means of payment, including payment by means of a relevant system, for any dividend payable on any shares in the Company which is normally paid in that manner on those shares if in respect of at least two consecutive dividends payable on those shares the cheques, warrants or other financial instruments have been returned undelivered or remain uncashed or that means of payment has failed.  In addition, the Company may cease to send any cheque, warrant or other financial instrument through the post or may cease to employ any other means of payment if, in respect of one dividend payable on those shares, the cheque, warrant or other financial instrument has been returned undelivered or remains uncashed or that means of payment has failed and reasonable enquiries have failed to establish any new address or account of the registered holder.  Subject to the provisions of these presents, the Company may recommence sending cheques, warrants or other financial instruments or employing such other means in respect of dividends payable on those shares if the holder or person entitled to transmission requests such recommencement in writing.  All monies represented by cheques, warrants or other financial instruments or means of payment not sent or employed under this paragraph (C) shall be deemed to be unclaimed dividends or monies and the provisions of Articles 44 and 130 shall apply thereto.

(D)
Currency of payment

Subject to the provisions of these presents and to the rights attaching to or the terms of issue of any shares, any dividends or other monies on or in respect of a share may be paid in such currency on the basis of the Applicable Exchange Rate as the Directors may think fit or otherwise determine.

136.
Receipts where joint holders

If two or more persons are registered as joint holders of any share, or are entitled jointly to a share in consequence of the death or bankruptcy of the holder, any one of them may give effectual receipts for any dividend or other monies payable or property distributable on or in respect of the share.

RECORD DATE

137.
Record date

Notwithstanding any other provision of these presents but without prejudice to the rights attached to any shares and subject to the Statutes, the Company or the Directors may by resolution specify any date (the "record date") as the date at the close of business (or such other time as the Directors may determine) on which persons registered as the holders of shares or other securities shall be entitled to receipt of any dividend, distribution, interest, allotment, issue, notice, information, document or circular and such record date may be on or at any time before the date on which the same is paid or made or (in the case of any dividend, distribution, interest, allotment or issue) at any time after the same is recommended, resolved, declared or announced but without prejudice to the rights inter se in respect of the same of transferors and transferees of any such shares or other securities.

RESERVES

138(A).
Reserves

The Directors may from time to time subject to the rights attaching to any share set aside out of the profits of the Company and carry to reserve such sums in such currencies as they think proper which, at the discretion of the Directors, shall be applicable for any purpose to which the profits of the Company may properly be applied and pending such application may either be employed in the business of the Company or be invested.  The Directors may divide the reserve into such special funds denominated in such currencies as they think fit, and may consolidate into one fund denominated in such currencies as they think fit any special funds
 
 
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or any parts of any special funds into which the reserve may have been divided.  The Directors may also without placing the same to reserve carry forward any profits.  In carrying sums to reserve and in applying the same the Directors shall comply with the provisions of the Statutes and these presents.

   (B)
Limitation on carrying sums to reserve

Notwithstanding the provisions of paragraph (A) of this Article:

 
(i)
unless the Directors shall determine in relation to any New Preference Shares prior to the allotment thereof that this paragraph (B)(i) shall not apply thereto the Directors shall not set aside out of profits and carry to any reserve fund referred to in paragraph (A), or carry forward in the manner described in paragraph (A), any sum then required for the payment of dividend payable on any New Preference Shares which may be properly applied for that purpose; and

 
(ii)
if at any time there shall be insufficient profits standing to the credit of the profit and loss account (or any other of the Company's accounts or reserves) and available for distribution for the payment of any such dividend referred to in paragraph (B) (i) above, the Directors shall (subject to the Statutes) withdraw from any such reserve fund referred to in paragraph (A) such sum (calculated at the Applicable Exchange Rate) as may be required for payment of any such dividend (and so that the Directors shall not require the consent of the Company in General Meeting to such withdrawal).  Subject to the Statutes, any sum so withdrawn (and any profits previously carried forward pursuant to paragraph (A) subsequently required for the payment of any such dividend) may be applied in or towards payment of such dividend.

   (C)
Different currencies

Any consolidation of or any credit to, debit from or other transfer between reserves denominated in different currencies shall be effected at the Applicable Exchange Rate.

CAPITALISATION OF PROFITS AND RESERVES

139.
Power to capitalise profits

139(A)
Subject to the Statutes and to the rights attaching to any share, the Company may upon the recommendation of the Directors by Ordinary Resolution and subject as hereinafter provided, resolve to capitalise any part of the undivided profits of the Company (whether or not the same are available for distribution) or any part of any sum standing to the credit of any of the Company's reserves (including Share Premium Account and Capital Redemption Reserve), provided that such sum be not required for paying the dividends on any shares carrying a fixed cumulative preferential dividend, and authorise the Directors to appropriate the profits or sum resolved to be capitalised either in accordance with the rights attaching to any share or to the Ordinary Shareholders in the proportions in which such profits or sum would have been divisible amongst them had the same been applied or been applicable in paying a dividend on the Ordinary Shares and to apply such profits or sum on their behalf either in or towards paying up the amounts (if any) for the time being unpaid on any shares held by them respectively, or in paying up in full new shares or debentures or other securities or obligations of the Company of a nominal amount equal to such profits or sum, such shares or debentures or other securities or obligations to be allotted and distributed credited as fully paid up to and amongst them in the proportion aforesaid, or partly in one way and partly in the other:

Provided that any Share Premium Account and Capital Redemption Reserve and any profits which are not available for distribution may only be applied hereunder in the paying up of new shares to be allotted as fully paid.

139(B)
In addition and without limiting the generality of paragraph (A) of this Article, the Directors may at any time without any resolution of the shareholders capitalise any profit or reserve which may be capitalised pursuant to paragraph (A) of this Article and which is required to be
 
 
 
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capitalised to enable the Company to allot and issue fully paid shares to the holders of convertible securities pursuant to the rights of conversion conferred upon such holders and in any such case the Directors shall apply any sum so capitalised in paying up and issuing to such holders such number of shares of such nominal amounts and conferring such rights and being subject to such restrictions as shall be required to enable the Company to comply with its obligations.
 
140(A).
Procedure for capitalisation

Whenever such a resolution as aforesaid shall have been passed the Directors shall make all appropriations and applications of the profits or sum resolved to be capitalised thereby and all allotments and issues of fully paid shares or debentures or other securities (if any) and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provisions as they think fit for the case of shares or debentures or other securities becoming distributable in fractions (including provisions whereby any fractional entitlements which would arise on the basis aforesaid are disregarded or the benefit thereof accrues to the Company rather than to the members concerned) and also to authorise any person to enter on behalf of all the members interested into an agreement with the Company providing for any such capitalisation and for matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

   (B)
Power to capitalise in relation to subscription price in an employees' share scheme

Notwithstanding any other provisions contained in these presents, the Directors may capitalise all or part of the Company’s reserves that can be used for this purpose in order to pay up the nominal value of an Ordinary Share to be issued under any employees’ share scheme, including   if an adjustment is made to the subscription price payable by an option holder under any employees' share scheme which results in the adjusted price per share payable on the exercise of an option in respect of an Ordinary Share being less than the nominal value of such Ordinary Share (the "adjusted price"), in respect of and following the exercise of the relevant option (the "new share").  The amount to be so capitalised shall be the nominal value, or in respect of an adjusted price equal to the difference between the adjusted price and the nominal value of the new share.  The Directors shall apply such amount in paying up in full the balance payable on the new share.  The Directors may take such steps as they consider necessary to ensure that the Company has sufficient reserves available for such application.  No further authority of the Company in General Meeting is required.

MINUTES AND BOOKS

141.
Keeping of minutes and books

The Directors shall cause Minutes to be made in books to be provided for the purpose:

 
(A)
Of the names of the Directors or their alternates and any other persons present at each meeting of Directors and of any committee formed under Article 109.

 
(B)
Of all resolutions and proceedings at all meetings of the Company and of any class of members of the Company and of the Directors and of committees formed under Article 109.

Any such Minute shall be conclusive evidence of any such proceedings if it purports to be signed by the chairman of the meeting at which the proceedings were had, or by the chairman of the next succeeding meeting.

142.
Safeguarding of minutes and books

Any register, index, minute book, book of account or other book required by these presents or the Statutes to be kept by or on behalf of the Company may be kept either by making entries in bound books or by recording them in any other manner.  In any case in which bound books
 
 
 
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are not used, the Directors shall take adequate precautions for guarding against falsification and for facilitating its discovery.

ACCOUNTS

143.
Right to inspect accounts

Accounting records sufficient to show and explain the Company's transactions and otherwise complying with the Statutes shall be kept at the Office, or, subject to the Statutes, at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors.  No member (other than a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by statute or ordered by a court of competent jurisdiction or authorised by the Directors.

144.
Preparation and laying of accounts

The Directors shall from time to time in accordance with the provisions of the Statutes cause to be prepared and to be laid before a General Meeting of the Company such profit and loss accounts, balance sheets, group accounts (if any) and reports as may be necessary.

145.
Accounts to be sent to members

A copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company (including every document required by law to be attached or annexed thereto) and of the Directors' and Auditors' reports or (where permitted by the Statutes and/or any applicable regulations and if the Directors so resolve from time to time) a copy of a summary financial statement instead of such balance sheet, profit and loss account and reports shall, not less than twenty one days before the date of the meeting, be sent to every member of, and every holder of debentures of, the Company and to every other person who is entitled to receive notices of meetings from the Company under the provisions of the Statutes or of these presents; Provided that this Article shall not require a copy of these documents to be sent to more than one of joint holders or to any person who is not entitled to receive notices of meetings and of whose address the Company is not aware, but any member or holder of debentures to whom a copy of these documents has not been sent shall be entitled to receive a copy free of charge on application at the Office.  Whenever listing or quotation on any stock exchange for all or any of the shares or debentures or other securities of the Company shall for the time being be in force, there shall be forwarded to the appropriate officer of such stock exchange such number of copies of such documents and/or statements as may for the time being be required under its regulations or practice.

Reference in this Article (other than in the immediately preceding sentence) to copies of the above-mentioned documents and/or statements being sent to any person include (without prejudice to any other provision of these presents) references to copies of such documents and/or statements being sent, or treated as sent, to such person in electronic form or by means of a website in accordance with the company communication provisions, and the provisions of section 430 of the 2006 Act shall apply in respect of the making available of annual accounts and reports on a website.

AUDITORS

146.
Validity of acts of auditors

Subject to the provisions of the Statutes, all acts done by any person acting as an Auditor shall, as regards all persons dealing in good faith with the Company, be valid, notwithstanding that there was some defect in his appointment or that he was at the time of his appointment not qualified for appointment or subsequently became disqualified.
 
 
 
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147.
Rights of auditors

The Auditor shall be entitled to attend any General Meeting and to receive all notices of and other communications relating to any General Meeting which any member is entitled to receive, and to be heard at any General Meeting on any part of the business of the meeting which concerns him as Auditor.

COMMUNICATIONS

148.
Communications to the Company

 
(A)
Subject to the Statutes and except where otherwise expressly stated, any document or information to be sent or supplied to the Company (whether or not such document or information is required or authorised under the Statutes) shall be in hard copy form or, subject to paragraph (B) below, be sent or supplied in electronic form or by means of a website.

 
(B)
Subject to the Statutes, a document or information may be given to the Company in electronic form only if it is given in such form and manner and to such address as may have been specified by the Directors from time to time for the receipt of documents in electronic form.  The Directors may prescribe such procedures as they think fit for verifying the authenticity or integrity of any such document or information given to it in electronic form.

149.
Communications by the Company

 
(A)
A document or information may be sent or supplied in hard copy form by the Company to any member either personally or by sending or supplying it by post addressed to the member at his registered address or by leaving it at that address.

 
(B)
Subject to the Statutes (and other rules applicable to the Company), a document or information may be sent or supplied by the Company to any member in electronic form to such address as may from time to time be authorised by the member concerned or by making it available on a website and notifying the member concerned in accordance with the Statutes (and other rules applicable to the Company) that it has been made available.  A member shall be deemed to have agreed that the Company may send or supply a document or information by means of a website if the conditions set out in the Statutes have been satisfied.

 
(C)
In the case of joint holders of a share, any document or information sent or supplied by the Company in any manner permitted by these presents to the joint holder who is named first in the register in respect of the joint holding shall be deemed to be given to all other holders of the share.

 
(D)
A member whose registered address is not within the United Kingdom shall not be entitled to receive any notice from the Company unless he gives the Company a postal address within the United Kingdom at which notices may be given to him.

150.
Communication during suspension or curtailment of postal services

 
(A)
If at any time by reason of the suspension or curtailment of postal services within the United Kingdom (or some part of the United Kingdom) the Company is unable effectively to give notice of a General Meeting to some or all of its members or Directors then, subject to complying with paragraph (B) below, the Company need only give notice of the meeting to those members or Directors to whom the Company is entitled, in accordance with the Statutes, to give notice by electronic means.
 
 
 
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(B)
In the circumstances described in paragraph (A) above, the Company must:

 
(1)
advertise the general meeting by a notice which appears on its website and in at least one newspaper with a national circulation in the United Kingdom and one leading Scottish newspaper complying with the notice period requirements set out in Article 56; and

 
(2)
send confirmatory copies of the notice (or, as the case may be, the notification of the website notice) by post to those members and directors to whom notice (or notification) cannot be given by electronic means if at least six clear days before the meeting the posting of notices (and notifications) to addresses throughout the United Kingdom again becomes practicable.

151.
When communication is deemed received

 
(A)
Any document or information, if sent by first class post, shall be deemed to have been received on the day following that on which the envelope containing it is put into the post, or, if sent by second class post, shall be deemed to have been received on the second day following that on which the envelope containing it is put into the post, and in proving that a document or information has been received it shall be sufficient to prove that the letter, envelope or wrapper containing the document or information was properly addressed, prepaid and put into the post.

 
(B)
Any document or information not sent by post but left at a registered address or address at which a document or information may be received shall be deemed to have been received on the day it was so left.

 
(C)
Any document or information, if sent or supplied by electronic means, shall be deemed to have been received on the day on which the document or information was sent or supplied by or on behalf of the Company, and in proving such receipt it shall be sufficient to show that such document or information was properly addressed.

 
(D)
If the Company receives a delivery failure notification following a communication by electronic means in accordance with paragraph (C) above, the Company shall send or supply the document or information in hard copy or electronic form (but not by electronic means) to the member either personally or by post addressed to the member at his registered address or by leaving it at that address.  This shall not affect when the document or information was deemed to be received in accordance with paragraph (C) above.

 
(E)
Where a document or information is sent or supplied by means of a website, it shall be deemed to have been received:

 
(1)
when the material was first made available on the website; or

 
(2)
if later, when the recipient was deemed to have received notice of the fact that the material was available on the website.

 
(F)
Where in accordance with Article 150(B)(1), notice is given by way of website notice and newspaper advertisement, such notice shall be deemed to have been given to each member or person entitled to so receive it at the later of:

 
(1)
the time the notice is available on the website; and

 
(2)
12.00 p.m. on the day when the advertisement appears (or, if it appears on different days, at 12.00 p.m. on the first of the days when it appears).

 
(G)
A member present, either in person or by proxy, at any meeting of the Company or class of members of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which the meeting was convened.
 
 
 
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(H)
The accidental failure to send, or the non-receipt by any person entitled to, any document relating to any meeting or other proceeding shall not invalidate the relevant meeting or proceeding.  This paragraph applies to confirmatory copies of notices (and confirmatory notifications of website notices) sent pursuant to Article 159(B)(2) in the same way as it applies to notices of meetings.

 
(I)
Every person who becomes entitled to a share shall be bound by every notice (other than a notice in accordance with Section 793 of the 2006 Act) in respect of that share which before his name is entered in the register was given to the person from whom he derives his title to the share.

 
(J)
The provisions of this Article shall have effect in place of the company communications provisions relating to deemed delivery of documents or information by the Company.

152.
Record date for communications

 
(A)
For the purposes of giving notices of meetings, or of sending or supplying other documents or other information, whether under Section 310(1) of the 2006 Act, any other Statute, a provision in these presents or any other instrument, or any other rules and regulations applicable to the Company, the Company may determine that persons entitled to receive such notices, documents or other information are those persons entered on the register at the close of business on a day determined by it.

 
(B)
The day determined by the Company under paragraph (A) above may not be more than 15 days before the day that the notice of the meeting, document or other information is given.

153.
Incapacitated members

 
(A)
A person who claims to be entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law shall supply to the Company:

 
(1)
such evidence as the directors may reasonably require to show his title to the share; and

 
(2)
an address at which notices may be sent or supplied to such person,

whereupon he shall be entitled to have sent or supplied to him at such address any document to which the said member would have been entitled.  Any document so sent or supplied shall for all purposes be deemed to be duly sent or supplied to all persons interested (whether jointly with or as claiming through or under him) in the share.

 
(B)
Save as provided by paragraph (A) above, any document or information sent or supplied to the address of any member pursuant to these presents shall, notwithstanding that such member be then dead or bankrupt or in liquidation, and whether or not the Company has notice of his death or bankruptcy or liquidation, be deemed to have been duly sent or supplied in respect of any share registered in the name of such member as sole or first-named joint holder.

 
(C)
The provisions of this Article shall have effect in place of the company communications provisions regarding the death or bankruptcy of a holder of shares in the Company.
 
 
 
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154.
Notice to warrant holders

The holders of share warrants shall not, unless otherwise expressed therein, be entitled in respect thereof to receive notices from the Company.

155.
Untraced members

If on three consecutive occasions documents or information have been sent through the post to any member at his registered address or his address for the service of notices but have been returned undelivered, or if, after any one such occasion, the Directors or any committee authorised by the Directors in that behalf are of the opinion, after the making of all reasonable enquiries, that any further documents or information for such member would, if sent as aforesaid, likewise be returned undelivered, such member shall not thereafter be entitled to receive notices from the Company until he shall have communicated with the Company and supplied in writing to the Transfer Office a new registered address or address within the United Kingdom for the service of notices.

156.
Statutory provisions as to notices

Nothing in any of Articles 148 to 155 inclusive shall affect any provision of these presents or the Statutes that requires or permits any particular notice or other document to be sent or supplied in any particular manner.

WINDING UP

157.
Liquidator may distribute in specie

If the Company shall be wound up (whether the liquidation is voluntary, under supervision, or by the Court) the Liquidator may, with the authority of a Special Resolution, divide among the members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of property of one kind or shall consist of properties of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the members or different classes of members.  The Liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of members as the Liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

PROVISION FOR EMPLOYEES

158.
Provision for employees

The Directors may by resolution make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries (other than a director, former director or shadow director) in connection with the cessation or the transfer to any person of the whole or part of the undertaking of the Company or that subsidiary.

INDEMNITY

159.
Indemnity

 
(A)
Subject to the provisions of the 2006 Act, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every Director or other officer of the Company (including, but only if the Directors so determine, any person (whether an officer or not) engaged by the Company as auditor) shall be entitled to be indemnified out of the assets of the Company against (a) any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, (b) any liability incurred by him in connection with the Company's activities as a trustee of an occupational pension scheme (as defined in section
 
 
 
- 94 -

 
 
235(6) of the 2006 Act), or (c) any other liability incurred by him in relation to the Company or its affairs, provided that this Article 159(A) shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article 159(A), or any element of it, to be treated as void under the 2006 Act or otherwise under the Statutes.
 
 
(B)
Without prejudice to paragraph (A) above or to any indemnity to which a Director may otherwise be entitled, to the extent permitted by the Statutes and otherwise upon such terms and subject to such conditions as the Directors may in their absolute discretion think fit, the Directors shall have power to make arrangements to provide a Director with funds to meet expenditure incurred or to be incurred by him:

 
(i)
in defending any criminal or civil proceedings or in connection with any alleged negligence, default, breach of duty or breach of trust by him in relation to the Company or any associated company;

 
(ii)
in defending himself in an investigation by a regulatory authority, or against action proposed to be taken by a regulatory authority, in connection with any such alleged negligence, default, breach of duty or breach of trust as foresaid; or

 
(iii)
in connection with any application referred to in section 205(5) of the 2006 Act,

 
or to enable a Director to avoid incurring such expenditure.

 
(C)
In paragraph (A) above, "liability" includes costs, charges, losses and expenses.  For the purposes of paragraph (B) above, "associated company" shall be construed in accordance with Section 256 of the 2006 Act.

LIMITED LIABILITY
160.
The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.

OBJECTS
161.
Nothing in these presents shall constitute a restriction on the objects of the Company to do (or omit to do) any act, and, in accordance with Section 31(1) of the 2006 Act, the Company’s objects are unrestricted.

 
 
 
 
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SCHEDULE 1

Non-cumulative Euro Preference Shares

1.
The Non-cumulative Euro Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule  1, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out in this Schedule  1 and shall also confer such further rights as may be attached by the Directors to such shares in accordance with this Schedule 1 prior to allotment. Whenever the Directors have power under this Schedule 1 to determine any of the rights attached to any of the Non-cumulative Euro Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Euro Preference Shares then allotted or in issue. The Non-cumulative Euro Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.
Each Non-cumulative Euro Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and redemption:

2.1
Income

The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Euro at such rate on such dates (each a "dividend payment date") in respect of such periods (each a "dividend period") and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a "dividend" on the Non-cumulative Euro Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Schedule 1 to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Euro Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Euro Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

2.2
Further provisions as to income

All or any of the following provisions shall apply in relation to any particular Non-cumulative Euro Preference Shares if so determined by the Directors prior to allotment thereof:

 
(i)
if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Euro Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;

 
(ii)
if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Euro Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all
 
 
 
 

 
 
dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Euro Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Euro Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Euro Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;
 
 
(iii)
if in the opinion of the Directors, the payment of any dividend on any Non-cumulative Euro Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

 
(iv)
subject to sub-paragraph (v) below, the Non-cumulative Euro Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

 
(v)
if any dividend or part thereof on any Non-cumulative Euro Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Euro Preference Shares at a rate not exceeding €0.01 per share (but so that reference elsewhere in this Schedule  1 and in these presents to any dividend payable on any Non-cumulative Euro Preference Shares shall not be treated as including a reference to any such special dividend);

 
(vi)
if any date on which dividends are payable on Non-cumulative Euro Preference Shares is not a day on which TARGET is operating and on which banks in London are open for business, and on which foreign exchange dealings may be conducted in Euro ("a Euro Business Day"), then payment of the dividend payable on such date will be made on the succeeding Euro Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Euro Business Day; for these purposes "TARGET" means the Trans-European Real-Time Gross Settlement Express Transfer (TARGET) system;

 
(vii)
dividends payable on Non-cumulative Euro Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

 
(viii)
if any dividend stated to be payable on the Non-cumulative Euro Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Euro Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and
 
 
 
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(ix)
if any dividend stated to be payable on the Non-cumulative Euro Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Euro Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

2.2A
Abrogation of entitlement to dividend

In relation to any particular Non-Cumulative Euro Preference Shares allotted on or after the date of passing of resolution 17 set out in Appendix 2 to the circular letter to shareholders dated 15th March 2004, all of the following provisions shall apply if (but only if) the Directors so determine prior to allotment thereof:

 
(i)
the Directors may, in their sole and absolute discretion, resolve prior to any dividend payment date that the dividend on such Non-cumulative Euro Preference Shares, or part thereof, shall not be paid on that dividend payment date.  If the Directors resolve as aforesaid, then none or (as the case may be) part only of the dividend shall not be declared and/or paid.  The Directors shall be bound to give their reasons for exercising their discretion under this sub-paragraph, and the Directors may exercise their discretion in respect of a dividend notwithstanding the previous setting aside of a sum to provide for payment of that dividend;

 
(ii)
to the extent that any dividend or part of a dividend on any Non-cumulative Euro Preference Shares is, on any occasion, not paid by reason of the exercise of the Directors' discretion pursuant to sub-paragraph (i) above, the holders of such shares shall have no claim in respect of such non-payment;

 
(iii)
if any dividend or part of a dividend on any Non-cumulative Euro Preference Shares has, on any occasion, not been paid by reason of the exercise of the Directors' discretion under sub-paragraph (i) above:

 
(1)
the provisions of sub-paragraphs (viii) and (ix) of paragraph 2.2 shall not apply in respect of such non-payment;

 
(2)
such non-payment shall not prevent or restrict (a) the declaration and payment of dividends on any other Non-cumulative Euro Preference Shares, or on any preference share capital of the Company expressed to rank pari passu with the Non-cumulative Euro Preference Shares, (b) the setting aside of sums for the payment of such dividends, (c) (subject to (4) below) the redemption, purchase or other acquisition of shares in the Company by the Company, or (d) (subject to (4) below) the setting aside of sums, or the establishment of sinking funds, for any such redemption, purchase or other acquisition by the Company;

 
(3)
no dividend may be declared or paid on any share capital ranking after the Non-cumulative Euro Preference Shares as regards participation in profits (including the Ordinary Shares) until such time as the dividend stated to be payable on the Non-cumulative Euro Preference Shares to which the non-payment relates in respect of a dividend period has thereafter been declared and paid in full; and

 
(4)
the Company may not redeem or purchase or otherwise acquire for any consideration any share capital ranking after the Non-cumulative Euro Preference Shares, and may not set aside any sum nor establish any sinking fund for the redemption, purchase or other such acquisition thereof, until such
 
 
 
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time as dividends stated to be payable on the Non-cumulative Euro Preference Shares to which the non-payment relates in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full;
 
 
(iv)
if there is any conflict between the provisions of this paragraph 2.2A, as they apply to any Non-cumulative Euro Preference Shares, and any other provisions of this Schedule applying to such Non-cumulative Euro Preference Shares, the provisions of this paragraph 2.2A shall prevail.  In paragraph 2.1, the words ", and subject to the provisions of paragraph 2.2A, if applicable" shall be deemed to be inserted after "if applicable" in the first sentence, and in paragraph 2.2 the words "(subject to the provisions of paragraph 2.2A, if applicable)" shall be deemed to be inserted after "such dividend shall" in sub-paragraph (i) and after "dividends shall" in sub-paragraph (ii);

 
(v)
in determining the sum payable on any Non-cumulative Euro Preference Shares pursuant to paragraph 2.3(i) below on a winding up or liquidation, the Directors' discretion under sub-paragraph (i) above shall be disregarded save in so far as such discretion was actually exercised prior to the making of the determination;

 
(vi)
in calculating any Relevant Redemption Premium payable in respect of any Non-cumulative Euro Preference Shares pursuant to paragraph 2.6(ii)(B) below, the components "A" and "C" in the formulae for such calculation shall be determined on the assumption that there shall be no exercise by the Directors of their discretion under sub-paragraph (i) above and in respect of such Non-cumulative Euro Preference Shares; and

 
(vii)
for the avoidance of doubt, no series of Non-cumulative Euro Preference Shares shall be treated as ranking after any other New Preference Shares with which it is expressed to rank pari passu as regards participating in profits, by reason only of the provisions set out in this paragraph 2.2A being included in the terms of issue applicable to that series, or any dividend on that series not being paid by virtue of this paragraph 2.2A.

2.3
Capital

The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Euro out of the surplus assets of the Company available for distribution amongst the members:

 
(i)
after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:

 
(A)
the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

 
(B)
any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Schedule  1 (other than pursuant to this provision); and
 
 
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(ii)
subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Euro Preference Shares (including any premium paid to the Company in respect thereof on issue).

If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Euro Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Euro Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Euro Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

2.4
Receipt of Notices

The right to have sent to the holder of each Non-cumulative Euro Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

2.5
Attendance and Voting at Meetings

The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:

 
(i)
in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Euro Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

 
(ii)
in circumstances where the dividend stated to be payable on the Non-cumulative Euro Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

 
(iii)
in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Euro Preference Shares,

but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Euro Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Euro Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Euro Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Euro Preference Shares.

2.6
Redemption

 
(i)
Unless the Directors shall, prior to the allotment of any series of Non-cumulative Euro Preference Shares, determine that such series shall be non-redeemable, each series of Non-cumulative Euro Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions.
 
 
 
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(ii)
In the case of any series of Non-cumulative Euro Preference Shares which are to be so redeemable:

 
(A)
the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Euro Preference Shares by giving to the holders of the Non-cumulative Euro Preference Shares to be redeemed not less than 30 days' nor more than 60 days' prior notice in writing (a "Notice of Redemption") of the relevant Redemption Date. "Redemption Date" means, in relation to a Non-cumulative Euro Preference Share, any date which falls no earlier than five years and one day (or such longer period (if any) as may be fixed by the Directors prior to allotment of such Share) after the date of allotment of the Non-cumulative Euro Preference Share to be redeemed;

 
(B)
there shall be paid on each Non-cumulative Euro Preference Share so redeemed, in Euro, the aggregate of the nominal amount thereof together with any premium paid on issue together with, where applicable, the Relevant Redemption Premium (defined below) and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date. "Relevant Redemption Premium" means an amount calculated in accordance with such one (if any) of the following three formulae as applied in relation to a Redemption Date notified under sub-paragraph (A) above which falls within the period of twelve months commencing on the date following the fifth, sixth, seventh, eighth or ninth anniversary of the relevant date of allotment ("the Relevant Date"), as the case may be, as may be determined by the Directors prior to the Relevant Date. The formula for calculation of the Relevant Redemption Premium shall be:

 
(a)
A x B

 
where:

"A" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Non-cumulative Euro Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Non-cumulative Euro Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and

"B" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 66.66 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 53.33 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 40 per cent.,

 
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or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the eighth anniversary of the Relevant Date, is 26.66 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the ninth anniversary of the Relevant Date is 13.33 per cent.; or

 
(b)
C x D
 
where:
 
"C" is the amount of dividend excluding any associated tax credit (not expressed as a percentage) calculated at the date of allotment to which the holder of the Non-cumulative Euro Preference Share to be redeemed would become entitled in respect of the twelve months following allotment by virtue of the terms of issue thereof on the assumption that such amount of dividend had accrued on the Non-cumulative Euro Preference Share during such period and was payable at the end of such period and on the further assumption that there shall be no change in the associated tax credit affecting the amount of dividend payable in respect of such period; and

"D" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 50 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 40 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 30 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the eighth anniversary of the Relevant Date, is 20 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the ninth anniversary of the Relevant Date is 10 per cent.; or
 
 
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(c)
E x F
 
where:

"E" is the amount of €25; and

"F" in relation to a Redemption Date falling within the period of twelve months commencing on the day following the fifth anniversary of the Relevant Date, is 33.33 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the sixth anniversary of the Relevant Date, is 26.66 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the seventh anniversary of the Relevant Date, is 20 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the eighth anniversary of the Relevant Date, is 13.33 per cent.,

or

in relation to a Redemption Date falling within the period of twelve months commencing on the day following the ninth anniversary of the Relevant Date, is 6.66 per cent.

No Relevant Redemption Premium shall be payable when the Redemption Date falls after the tenth anniversary of the Relevant Date. The product of any of the above formulae in respect of a Non-cumulative Euro Preference Share may, in the Directors' discretion, be rounded down to the nearest whole Euro.

The Directors may, in their discretion, determine in relation to any Non-cumulative Euro Preference Share, prior to the Relevant Date, that none of the above formulae shall apply, in which event no Relevant Redemption Premium shall be payable;

 
(C)
in the case of a redemption of some only of the Non-cumulative Euro Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Euro Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company;

 
(D)
any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Euro Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Euro Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Euro Preference Shares are to be presented and surrendered for redemption and
 
 
 
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payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Euro Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;
 
 
(E)
subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Euro Preference Shares for the time being issued and registered in the Register of Members ("Registered Shares") and represented by certificates ("Certificates") and in relation to Non-cumulative Euro Preference Shares which, in accordance with Article 45 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 45) ("Bearer Shares"). Payments in respect of the amount due on redemption of a Registered Share shall be made by Euro cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Euro account maintained by the payee with a bank in London. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Euro Preference Shares not to be redeemed on the relevant Redemption Date the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Euro Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Euro cheque drawn on a bank in London or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Euro account maintained by the payee with a bank in London. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Euro Preference Shares not to be redeemed on the relevant Redemption Date the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date.

All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

 
(F)
as from the relevant Redemption Date the dividend on the Non-cumulative Euro Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Euro Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Euro Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

 
(G)
if the due date for the payment of the redemption monies on any Non-cumulative Euro Preference Shares is not a Euro Business Day then payment of such monies will be made on the next succeeding day which is a Euro Business Day and without any interest or other payment in respect of
 
 
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such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Euro Business Day;
 
 
(H)
the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

 
(I)
subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 1) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7
Purchase

Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Euro Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Euro Preference Shares which are listed on the London Stock Exchange (other than any shares in the class of €1,300,000,000 7.0916 per cent. Non-cumulative Euro Preference Shares, Series 3), the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Euro Preference Shares), the average of the closing middle market quotations of such Non-cumulative Euro Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent. of such average and (ii) in the case of a purchase by private treaty, 120 per cent. of the closing middle market quotation of such Non-cumulative Euro Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Euro Preference Shares made in the ordinary course of a business of dealing in securities.

3.
(a)
Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Euro Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Euro Preference Shares.

 
(b)
The special rights attached to any series of Non-cumulative Euro Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Euro Preference
 
 
 
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Shares. Any new shares ranking in some or all respects pari passu with such Non-cumulative Euro Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Euro Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Euro Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:
 
 
(i)
the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

 
(ii)
the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

 
(iii)
the New Shares may be denominated in Sterling or in any Foreign Currency;

 
(iv)
a premium may be payable on return of capital or there may be no such premium;

 
(v)
the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Euro Preference Shares; and

 
(vi)
the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Euro Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.
 

 
 
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SCHEDULE 2

PART 1

Non-cumulative Convertible Sterling Preference Shares

1.
The Non-cumulative Convertible Sterling Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule 2, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out or referred to in this Part 1 of Schedule 2 and shall also confer such further rights (not being inconsistent with the rights set out or referred to in this Part  1) as may be attached by the Directors to such shares in accordance with this Part 1 prior to allotment. Whenever the Directors have power under this Part to determine any of the rights attached to any of the Non-cumulative Convertible Sterling Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Convertible Sterling Preference Shares then allotted or in issue. The Non-cumulative Convertible Sterling Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.
Each Non-cumulative Convertible Sterling Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion:

2.1 
Income

The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Sterling at such rate (which, in the case of any series allotted after 11th April 2001, may be fixed or variable and may be subject to recalculation at fixed intervals) on such dates (each a ''dividend payment date'') in respect of such periods (each a ''dividend period'') and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a ''dividend'' on the Non-cumulative Convertible Sterling Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Part of the Schedule to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Convertible Sterling Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Convertible Sterling Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares, all other Convertible Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

2.2 
Further provisions as to income

All or any of the following provisions shall apply in relation to any particular Non-cumulative Convertible Sterling Preference Shares if so determined by the Directors prior to allotment thereof:

 
(i)
if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Convertible Sterling Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;
 
 
 
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(ii)
if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Convertible Sterling Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Convertible Sterling Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Convertible Sterling Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Convertible Sterling Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

 
(iii)
if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Convertible Sterling Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

 
(iv)
subject to sub-paragraph (v) below, the Non-cumulative Convertible Sterling Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

 
(v)
if any dividend or part thereof on any Non-cumulative Convertible Sterling Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Convertible Sterling Preference Shares at a rate not exceeding £0.01 per share (but so that reference elsewhere in this Schedule 2 and in these presents to any dividend payable on any Non-cumulative Convertible Sterling Preference Shares shall not be treated as including a reference to any such special dividend);

 
(vi)
if any date on which dividends are payable on Non-cumulative Convertible Sterling Preference Shares is not a day on which banks in London are open for business, and on which foreign exchange dealings may be conducted in London (''a Sterling Business Day''), then payment of the dividend payable on such date will be made on the succeeding Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

 
(vii)
dividends payable on Non-cumulative Convertible Sterling Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

 
(viii)
if any dividend stated to be payable on the Non-cumulative Convertible Sterling Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full,
 
 
 
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no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Convertible Sterling Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and
 
 
(ix)
if any dividend stated to be payable on the Non-cumulative Convertible Sterling Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Convertible Sterling Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

2.3 
Capital

The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Sterling out of the surplus assets of the Company available for distribution amongst the members:

 
(i)
after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:

 
(A)
the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

 
(B)
any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Part of Schedule 2 (other than pursuant to this provision); and

 
(ii)
subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Convertible Sterling Preference Shares (including any premium paid to the Company in respect thereof on issue).

If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Convertible Sterling Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Convertible Sterling Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Convertible Sterling Preference Share shall confer
 
 
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any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

2.4
Receipt of Notices

The right to have sent to the holder of each Non-cumulative Convertible Sterling Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

2.5 
Attendance and Voting at Meetings

The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:

 
(i)
in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Convertible Sterling Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

 
(ii)
in circumstances where the dividend stated to be payable on the Non-cumulative Convertible Sterling Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

 
(iii)
in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Convertible Sterling Preference Shares, but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Convertible Sterling Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Convertible Sterling Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Convertible Sterling Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Convertible Sterling Preference Shares.

2.6 
Redemption

Each series of Non-cumulative Convertible Sterling Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions:

 
(A)
the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Convertible Sterling Preference Shares by giving to the holders of the Non-cumulative Convertible Sterling Preference Shares to be redeemed not less than 120 days' nor more than 150 days' prior notice in writing (a ''Notice of Redemption'') of the relevant Redemption Date. ''Redemption Date'' means, in relation to a Non-cumulative Convertible Sterling Preference Share, any date which falls no earlier than ten years and one day after the date of allotment of the Non-cumulative Convertible Sterling Preference Share to be redeemed; provided that the Directors may determine, prior to allotment of any series of Non-cumulative Convertible Sterling Preference Shares, that this sub-paragraph (A) shall have effect in relation to that series as if the reference to ten years was a reference to such longer period (not exceeding thirty years) as they determine prior to allotment. The Company shall not be entitled (save with the consent of the relevant holder) to give a Notice of Redemption under this sub-paragraph (A) in respect of any share for
 
 
 
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which a Conversion Notice (as defined in paragraph 5 of Part 4 of this Schedule 2) has been given in accordance with that Part and not withdrawn;
 
 
(AA)
notwithstanding the foregoing, in relation to any series of Non-cumulative Convertible Sterling Preference Shares allotted after 11th April 2001, sub-paragraph (A) above shall have effect as if the references to ten years, in both places where they occur, were references to five years;

 
(B)
there shall be paid on each Non-cumulative Convertible Sterling Preference Share so redeemed, in Sterling, the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date;

 
(C)
in the case of a redemption of some only of the Non-cumulative Convertible Sterling Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Convertible Sterling Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company, provided that there shall be excluded from such drawing any Non-cumulative Convertible Sterling Preference Shares to be converted pursuant to Part 4 of this Schedule 2;

 
(D)
any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Convertible Sterling Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Convertible Sterling Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Convertible Sterling Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Convertible Sterling Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes.  No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

 
(E)
subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Convertible Sterling Preference Shares for the time being issued and registered in the Register of Members (''Registered Shares'') and represented by certificates (''Certificates'') and in relation to Non-cumulative Convertible Sterling Preference Shares which, in accordance with Article 52 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 52) (''Bearer Shares''). Payments in respect of the amount due on redemption of a Registered Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Convertible Sterling Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Sterling Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Convertible Sterling Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Sterling cheque drawn on a bank in London or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Sterling account maintained by the payee with a bank in London. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any)
 
 
 
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at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Convertible Sterling Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Sterling Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date.
 
All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

 
(F)
as from the relevant Redemption Date the dividend on the Non-cumulative Convertible Sterling Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Convertible Sterling Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Convertible Sterling Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

 
(G)
if the due date for the payment of the redemption monies on any Non-cumulative Convertible Sterling Preference Shares is not a Sterling Business Day then payment of such monies will be made on the next succeeding day which is a Sterling Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Sterling Business Day;

 
(H)
the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

 
(I)
subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 2) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7 
Purchase

Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Convertible Sterling Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Convertible Sterling Preference Shares which are listed on the London Stock Exchange (other than any shares in the class of £200,000,000 7.387 per cent. Non-cumulative Convertible Sterling Preference Shares, Series 1), the purchase price, exclusive of
 
 
17

 
 
expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Convertible Sterling Preference Shares), the average of the closing middle market quotations of such Non-cumulative Convertible Sterling Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent of such average and (ii) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of such Non-cumulative Convertible Sterling Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Convertible Sterling Preference Shares made in the ordinary course of a business of dealing in securities.

2.8 
Conversion

The Non-cumulative Convertible Sterling Preference Shares shall be convertible into Ordinary Shares in the manner set out in (and subject to the provisions of) Part 4 of this Schedule 2. The provisions of paragraph 2.6 of this Part 1 regarding redemption are without prejudice to any provisions in the said Part 4 providing for the effecting of conversion by means of redemption.

3.
(a)
Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Convertible Sterling Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Convertible Sterling Preference Shares.

 
(b)
The special rights attached to any series of Non-cumulative Convertible Sterling Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Convertible Sterling Preference Shares.  Any new shares ranking in some or all respects pari passu with such Non-cumulative Convertible Sterling Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Convertible Sterling Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Convertible Sterling Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:

 
(i)
the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

 
(ii)
the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

 
(iii) 
the New Shares may be denominated in Sterling or in any Foreign Currency;

 
(iv)
a premium may be payable on return of capital or there may be no such premium;

 
(v)
the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms
 
 
 
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from those applying to the Non-cumulative Convertible Sterling Preference Shares; and
 
 
(vi)
the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Convertible Sterling Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.
 

 
 
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PART 2

Non-cumulative Convertible Dollar Preference Shares

1.
The Non-cumulative Convertible Dollar Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule 2, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out or referred to in this Part 2 of Schedule 2 and shall also confer such further rights (not being inconsistent with the rights set out or referred to in this Part 2) as may be attached by the Directors to such shares in accordance with this Part 2 prior to allotment. Whenever the Directors have power under this Part to determine any of the rights attached to any of the Non-cumulative Convertible Dollar Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Convertible Dollar Preference Shares then allotted or in issue. The Non-cumulative Convertible Dollar Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.
Each Non-cumulative Convertible Dollar Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion:

2.1 
Income

The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Dollars at such rate (which, in the case of any series allotted after 11th April 2001, may be fixed or variable and may be subject to recalculation at fixed intervals) on such dates (each a ''dividend payment date'') in respect of such periods (each a ''dividend period'') and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a ''dividend'' on the Non-cumulative Convertible Dollar Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Part of the Schedule to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Convertible Dollar Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Convertible Dollar Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares, all other Convertible Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

2.2 
Further provisions as to income

All or any of the following provisions shall apply in relation to any particular Non-cumulative Convertible Dollar Preference Shares if so determined by the Directors prior to allotment thereof:

 
(i)
if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Convertible Dollar Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;
 
 
 
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(ii)
if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Convertible Dollar Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Convertible Dollar Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Convertible Dollar Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Convertible Dollar Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

 
(iii)
if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Convertible Dollar Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

 
(iv)
subject to sub-paragraph (v) below, the Non-cumulative Convertible Dollar Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

 
(v)
if any dividend or part thereof on any Non-cumulative Convertible Dollar Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Convertible Dollar Preference Shares at a rate not exceeding 1 (one) US cent per share (but so that reference elsewhere in this Schedule 2 and in these presents to any dividend payable on any Non-cumulative Convertible Dollar Preference Shares shall not be treated as including a reference to any such special dividend);

 
(vi)
if any date on which dividends are payable on Non-cumulative Convertible Dollar Preference Shares is not a day on which banks in London and the City of New York are open for business, and on which foreign exchange dealings may be conducted in such cities (a ''Dollar Business Day''), then payment of the dividend payable on such date will be made on the succeeding Dollar Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day;

 
(vii)
dividends payable on Non-cumulative Convertible Dollar Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

 
(viii)
if any dividend stated to be payable on the Non-cumulative Convertible Dollar Preference Shares on the most recent dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full,
 
 
 
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no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Convertible Dollar Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and
 
 
(ix)
if any dividend stated to be payable on the Non-cumulative Convertible Dollar Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Convertible Dollar Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.

2.3 
Capital

The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Dollars out of the surplus assets of the Company available for distribution amongst the members:

 
(i)
after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:

 
(A)
the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

 
(B)
any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Part of Schedule 2 (other than pursuant to this provision); and

 
(ii)
subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Convertible Dollar Preference Shares (including any premium paid to the Company in respect thereof on issue).

If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Convertible Dollar Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Convertible Dollar Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in proportion to the full respective preferential amounts to which they are entitled. No
 
 
22

 
 
Non-cumulative Convertible Dollar Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

2.4 
Receipt of Notices

The right to have sent to the holder of each Non-cumulative Convertible Dollar Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

2.5 
Attendance and Voting at Meetings

The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:

 
(i)
in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Convertible Dollar Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

 
(ii)
in circumstances where the dividend stated to be payable on the Non-cumulative Convertible Dollar Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

 
(iii)
in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Convertible Dollar Preference Shares,

but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Convertible Dollar Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Convertible Dollar Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Convertible Dollar Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Convertible Dollar Preference Shares.

2.6 
Redemption

Each series of Non-cumulative Convertible Dollar Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions:

 
(A)
the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Convertible Dollar Preference Shares by giving to the holders of the Non-cumulative Convertible Dollar Preference Shares to be redeemed not less than 120 days' nor more than 150 days' prior notice in writing (a ''Notice of Redemption'') of the relevant Redemption Date. ''Redemption Date'' means, in relation to a Non-cumulative Convertible Dollar Preference Share, any date which falls no earlier than five years and one day (or such longer period (if any) as may be fixed by the Directors prior to allotment  of such Share) after the date of allotment of the Non-cumulative Convertible Dollar Preference Share to be redeemed. The Company shall not be entitled (save with the consent of the relevant holder) to give a Notice of Redemption under this sub-paragraph (A) in respect of any share for which a Conversion Notice (as defined in paragraph 5 of Part 4 of this Schedule 2) has been given in accordance with that Part and not withdrawn;
 
 
 
23

 

 
 
(B)
there shall be paid on each Non-cumulative Convertible Dollar Preference Share so redeemed, in Dollars, the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date;

 
(C)
in the case of a redemption of some only of the Non-cumulative Convertible Dollar Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Convertible Dollar Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company, provided that there shall be excluded from such drawing any Non-cumulative Convertible Dollar Preference Shares to be converted pursuant to Part 4 of this Schedule 2;

 
(D)
any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Convertible Dollar Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Convertible Dollar Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Convertible Dollar Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Convertible Dollar Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

 
(E)
subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Convertible Dollar Preference Shares for the time being issued and registered in the Register of Members (''Registered Shares'') and represented by certificates (''Certificates'') and in relation to Non-cumulative Convertible Dollar Preference Shares which, in accordance with Article 45 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 45) (''Bearer Shares''). Payments in respect of the amount due on redemption of a Registered Share shall be made by Dollar cheque drawn on a bank in London or in the City of New York or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account maintained by the payee with a bank in London or in the City of New York. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Convertible Dollar Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Dollar Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Convertible Dollar Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Dollar cheque drawn on a bank in London or in the City of New York or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Dollar account maintained by the payee with a bank in London or in the City of New York. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Convertible Dollar Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Dollar Preference Shares to be converted pursuant to Part 4 of this
 
 
 
24

 
 
Schedule 2) the Company shall issue, free of charge, a fresh Warrant representing such Bearer Shares which are not to be redeemed on such Redemption Date. All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;
 
 
(F)
as from the relevant Redemption Date the dividend on the Non-cumulative Convertible Dollar Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Convertible Dollar Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Convertible Dollar Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

 
(G)
if the due date for the payment of the redemption monies on any Non-cumulative Convertible Dollar Preference Shares is not a Dollar Business Day then payment of such monies will be made on the next succeeding day which is a Dollar Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Dollar Business Day;

 
(H)
the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

 
(I)
subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 2) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7 
Purchase

Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Convertible Dollar Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Convertible Dollar Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Convertible Dollar Preference Shares), the average of the closing middle market quotations of such Non-cumulative Convertible Dollar Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent of such average and (ii) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of such Non-cumulative Convertible Dollar Preference Shares on the London Stock Exchange
 
 
25

 
 
(as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Convertible Dollar Preference Shares made in the ordinary course of a business of dealing in securities.

2.8 
Conversion

The Non-cumulative Convertible Dollar Preference Shares shall be convertible into Ordinary Shares in the manner set out in (and subject to the provisions of) Part 4 of this Schedule 2. The provisions of paragraph 2.6 of this Part 2 regarding redemption are without prejudice to any provisions in the said Part 4 providing for the effecting of conversion by means of redemption.

3.
(a)
Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Convertible Dollar Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Convertible Dollar Preference Shares.

 
(b)
The special rights attached to any series of Non-cumulative Convertible Dollar Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Convertible Dollar Preference Shares. Any new shares ranking in some or all respects pari passu with such Non-cumulative Convertible Dollar Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Convertible Dollar Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Convertible Dollar Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:

 
(i)
the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

 
(ii)
the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

 
(iii)
the New Shares may be denominated in Sterling or in any Foreign Currency;

 
(iv)
a premium may be payable on return of capital or there may be no such premium;

 
(v)
the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Convertible Dollar Preference Shares; and

 
(vi)
the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Convertible Dollar Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.
 

 
 
26

 
 
PART 3

Non-cumulative Convertible Euro Preference Shares

1.
The Non-cumulative Convertible Euro Preference Shares are New Preference Shares. They shall rank after the Cumulative Preference Shares to the extent specified in Article 4 and this Schedule 2, and shall rank pari passu inter se and (save as aforesaid) with the Cumulative Preference Shares and with all other New Preference Shares. They shall confer the rights and be subject to the restrictions set out or referred to in this Part 3 of Schedule 2 and shall also confer such further rights (not being inconsistent with the rights set out or referred to in this Part 3) as may be attached by the Directors to such shares in accordance with this Part 3 prior to allotment. Whenever the Directors have power under this Part to determine any of the rights attached to any of the Non-cumulative Convertible Euro Preference Shares, the rights so determined need not be the same as those attached to the Non-cumulative Convertible Euro Preference Shares then allotted or in issue. The Non-cumulative Convertible Euro Preference Shares may be issued in one or more separate series, and each series shall be identified in such manner as the Directors may determine without any such determination or identification requiring any alteration to these presents.

2.
Each Non-cumulative Convertible Euro Preference Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings, redemption and conversion:

2.1 
Income

The right (subject to the provisions of paragraph 2.2, if applicable) to a non-cumulative preferential dividend not exceeding a specified amount payable in Euro at such rate (which, in the case of any series allotted after 11th April 2001, may be fixed or variable and may be subject to recalculation at fixed intervals) on such dates (each a ''dividend payment date'') in respect of such periods (each a ''dividend period'') and on such other terms and conditions as may be determined by the Directors prior to allotment thereof. References in these presents to a ''dividend'' on the Non-cumulative Convertible Euro Preference Shares include a reference to each dividend in respect of each dividend period applicable thereto and references in this Part of the Schedule to dividend payment dates and dividend periods are to dividend payment dates and dividend periods in respect of the Non-cumulative Convertible Euro Preference Shares only. Such dividends shall be paid in priority to the payment of any dividends on the Ordinary Shares. The Non-cumulative Convertible Euro Preference Shares shall rank for dividend after the Cumulative Preference Shares, pari passu with the Non-cumulative Sterling Preference Shares, the Non-cumulative Dollar Preference Shares, the Category II Non-cumulative Dollar Preference Shares, all other Convertible Preference Shares and all other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and otherwise in priority to any other share capital in the Company.

2.2 
Further provisions as to income

All or any of the following provisions shall apply in relation to any particular Non-cumulative Convertible Euro Preference Shares if so determined by the Directors prior to allotment thereof:

 
(i)
if, in the opinion of the Directors, the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Non-cumulative Convertible Euro Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on such date on any Cumulative Preference Share, then each such dividend shall be declared and paid in full;
 
 
 
27

 

 
 
(ii)
if, in the opinion of the Directors, the distributable profits of the Company are insufficient to cover the payment in full of dividends on the Non-cumulative Convertible Euro Preference Shares on any dividend payment date and also the payment in full of all other dividends stated to be payable on such date on any other New Preference Share expressed to rank pari passu therewith as regards participation in profits, after payment in full, or the setting aside of a sum to cover the payment in full, of all dividends stated to be payable on or before such date on any Cumulative Preference Share, then dividends shall be declared by the Directors pro rata for the Non-cumulative Convertible Euro Preference Shares and such other New Preference Shares to the extent of the available distributable profits (if any) to the intent that the amount of dividend declared per share on each such Non-cumulative Convertible Euro Preference Share and other New Preference Share will bear to each other the same ratio as the dividends accrued per share on each such Non-cumulative Convertible Euro Preference Share and other New Preference Share bear to each other. If it shall subsequently appear that any such dividend which has been paid should not, in accordance with the provisions of this sub-paragraph, have been so paid, then provided the Directors shall have acted in good faith, they shall not incur any liability for any loss which any shareholder may suffer in consequence of such payment having been made;

 
(iii)
if, in the opinion of the Directors, the payment of any dividend on any Non-cumulative Convertible Euro Preference Shares would breach or cause a breach of the capital adequacy requirements of the Financial Services Authority (or any person or body to whom the banking supervision functions of the Financial Services Authority are transferred) applicable to the Company and/or any of its subsidiaries, then none of such dividend shall be declared or paid;

 
(iv)
subject to sub-paragraph (v) below, the Non-cumulative Convertible Euro Preference Shares shall carry no further right to participate in the profits of the Company and if and to the extent that any dividend or part thereof is on any occasion not paid for the reasons described in sub-paragraph (ii) or (iii) above, the holders of such shares shall have no claim in respect of such non-payment;

 
(v)
if any dividend or part thereof on any Non-cumulative Convertible Euro Preference Share is not payable for the reasons specified in sub-paragraphs (ii) or (iii) above and if they so resolve, the Directors may, subject to the Statutes, pay a special non-cumulative preferential dividend on the Non-cumulative Convertible Euro Preference Shares at a rate not exceeding € 0.01 per share (but so that reference elsewhere in this Schedule 2 and in these presents to any dividend payable on any Non-cumulative Convertible Euro Preference Shares shall not be treated as including a reference to any such special dividend);

 
(vi)
if any date on which dividends are payable on Non-cumulative Convertible Euro Preference Shares is not a day on which TARGET is operating and banks in London are open for business, and on which foreign exchange dealings may be conducted in London (a ''Euro Business Day''), then payment of the dividend payable on such date will be made on the succeeding Euro Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Euro Business Day; for these purposes ''TARGET'' means the Trans-European Real-Time Gross Settlement Express Transfer (TARGET) system;

 
(vii)
dividends payable on Non-cumulative Convertible Euro Preference Shares shall accrue from and to the dates determined by the Directors prior to allotment thereof, and the amount of dividend payable in respect of any period shorter than a full dividend period will be calculated on the basis of twelve 30 day months, a 360 day year and the actual number of days elapsed in such period;

 
(viii)
if any dividend stated to be payable on the Non-cumulative Convertible Euro Preference Shares on the most recent dividend payment date has not been declared
 
 
 
28

 
 
 
 
 
and paid in full, or if a sum has not been set aside to provide for such payment in full, no dividends may be declared on any other share capital of the Company (other than the Cumulative Preference Shares), and no sum may be set aside for the payment thereof, unless, on the date of declaration relative to any such payment, an amount equal to the dividend stated to be payable on the Non-cumulative Convertible Euro Preference Shares in respect of the then current dividend period is set aside for the payment in full of such dividend on the dividend payment date relating to the then current dividend period; and
 
 
(ix)
if any dividend stated to be payable on the Non-cumulative Convertible Euro Preference Shares on any dividend payment date has not been declared and paid in full, or if a sum has not been set aside to provide for such payment in full, the Company may not redeem or purchase or otherwise acquire for any consideration any other share capital of the Company, and may not set aside any sum nor establish any sinking fund for the redemption or purchase or other such acquisition thereof, until such time as dividends stated to be payable on the Non-cumulative Convertible Euro Preference Shares in respect of successive dividend periods together aggregating no less than twelve months shall thereafter have been declared and paid in full.
 
2.3 
Capital

The right on a winding up or liquidation, voluntary or otherwise other than (unless otherwise provided by the terms of issue of such share) a redemption or purchase by the Company of any shares of any class to receive in Euro out of the surplus assets of the Company available for distribution amongst the members:

 
(i)
after payment of the arrears (if any) of the fixed cumulative preferential dividends stated to be payable on the Cumulative Preference Shares to the holders thereof in accordance with Article 4(B) FIRSTLY and pari passu with the holders of any other New Preference Shares expressed to rank pari passu therewith as regards participation in profits and in priority to the holders of the Ordinary Shares of the Company a sum equal to:

 
(A)
the amount of any dividend which is due for payment after the date of commencement of the winding up or liquidation but which is payable in respect of a period ending on or before such date; and

 
(B)
any further amount of dividend payable in respect of the period from the preceding dividend payment date to the date of payment in accordance with this sub-paragraph (i);

but only to the extent that any such amount or further amount was, or would have been payable as a dividend in accordance with or pursuant to this Part of Schedule 2 (other than pursuant to this provision); and

 
(ii)
subject thereto, pari passu with the holders of the Cumulative Preference Shares and any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets in priority to the holders of the Ordinary Shares of the Company, a sum equal to the amount paid up or credited as paid up on the Non-cumulative Convertible Euro Preference Shares (including any premium paid to the Company in respect thereof on issue).

If upon any such winding-up or liquidation, the amounts available for payment are insufficient to cover the amounts payable in full on the Cumulative Preference Shares, the Non-cumulative Convertible Euro Preference Shares and on any other New Preference Shares expressed to rank pari passu therewith as regards participation in surplus assets, then the holders of the Cumulative Preference Shares, the Non-cumulative Convertible Euro Preference Shares and such other New Preference Shares will share rateably in the distribution of surplus assets (if any) in
 
 
 
29

 
 
proportion to the full respective preferential amounts to which they are entitled. No Non-cumulative Convertible Euro Preference Share shall confer any right to participate in the surplus assets of the Company other than that set out in this paragraph 2.3.

2.4 
Receipt of Notices

The right to have sent to the holder of each Non-cumulative Convertible Euro Preference Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and Interim Financial Statement together with notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

2.5 
Attendance and Voting at Meetings

The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in the following circumstances:

 
(i)
in respect of a Resolution which is to be proposed at the Meeting either varying or abrogating any of the rights attached to the Non-cumulative Convertible Euro Preference Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution);

 
(ii)
in circumstances where the dividend stated to be payable on the Non-cumulative Convertible Euro Preference Shares in respect of such number of dividend periods as the Directors shall determine prior to allotment thereof has not been declared and paid in full, and until such date as the Directors shall likewise determine; and

 
(iii)
in such other circumstances as the Directors may determine prior to allotment of the Non-cumulative Convertible Euro Preference Shares,

but not otherwise, together with the right, in such circumstances and on such terms, if any, as the Directors may determine prior to allotment of the Non-cumulative Convertible Euro Preference Shares, to seek to requisition a General Meeting of the Company. Whenever holders of Non-cumulative Convertible Euro Preference Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for each Non-cumulative Convertible Euro Preference Share held as may be determined by the Directors prior to allotment of such Non-cumulative Convertible Euro Preference Shares.

2.6 
Redemption

Each series of Non-cumulative Convertible Euro Preference Shares shall, subject to the provisions of the Statutes, be redeemable at the option of the Company in accordance with the following provisions:

 
(A)
the Company may, subject thereto, redeem on any Redemption Date (as hereinafter defined) all or some only of the Non-cumulative Convertible Euro Preference Shares by giving to the holders of the Non-cumulative Convertible Euro Preference Shares to be redeemed not less than 120 days' nor more than 150 days' prior notice in writing (a ''Notice of Redemption'') of the relevant Redemption Date. ''Redemption Date'' means, in relation to a Non-cumulative Convertible Euro Preference Share, any date which falls no earlier than five years and one day (or such longer period (if any) as may be fixed by the Directors prior to allotment of such Share) after the date of allotment of the Non-cumulative Convertible Euro Preference Share to be redeemed. The Company shall not be entitled (save with the consent of the relevant holder) to give a Notice of Redemption under this sub-paragraph (A) in respect of any share for which a Conversion Notice (as defined in paragraph 5 of Part 4 of this Schedule 2) has been given in accordance with that Part and not withdrawn;
 
 
 
30

 

 
 
(B)
there shall be paid on each Non-cumulative Convertible Euro Preference Share so redeemed, in Euro, the aggregate of the nominal amount thereof together with any premium paid on issue and together with arrears (if any) of dividends thereon (whether earned or declared or not) in respect of the period from the dividend payment date last preceding the Redemption Date to the Redemption Date;

 
(C)
in the case of a redemption of some only of the Non-cumulative Convertible Euro Preference Shares in any series, the Company shall for the purpose of determining the particular Non-cumulative Convertible Euro Preference Shares to be redeemed cause a drawing to be made at the Office or such other place as the Directors may approve in the presence of the Auditors for the time being of the Company, provided that there shall be excluded from such drawing any Non-cumulative Convertible Euro Preference Shares to be converted pursuant to Part 4 of this Schedule 2;

 
(D)
any Notice of Redemption given under sub-paragraph (A) above shall specify the applicable Redemption Date, the particular Non-cumulative Convertible Euro Preference Shares to be redeemed and the redemption price (specifying the amount of the accrued and unpaid dividend per share to be included therein and stating that dividends on the Non-cumulative Convertible Euro Preference Shares to be redeemed will cease to accrue on redemption), and shall state the place or places at which documents of title in respect of such Non-cumulative Convertible Euro Preference Shares are to be presented and surrendered for redemption and payment of the redemption monies is to be effected. Upon such Redemption Date, the Company shall redeem the particular Non-cumulative Convertible Euro Preference Shares to be redeemed on that date subject to the provisions of this paragraph and of the Statutes. No defect in the Notice of Redemption or in the giving thereof shall affect the validity of the redemption proceedings;

 
(E)
subject to sub-paragraph (I) below, the provisions of this and the following sub-paragraph shall have effect in relation to Non-cumulative Convertible Euro Preference Shares for the time being issued and registered in the Register of Members (''Registered Shares'') and represented by certificates (''Certificates'') and in relation to Non-cumulative Convertible Euro Preference Shares which, in accordance with Article 45 of these presents, are for the time being issued and represented by a Warrant (as defined in the said Article 45) (''Bearer Shares''). Payments in respect of the amount due on redemption of a Registered Share shall be made by Euro cheque drawn on a bank in London or upon the request of the holder or joint holders not later than the date specified for the purpose in the Notice of Redemption by transfer to a Euro account maintained by the payee with a bank in London. Such payment will be against presentation and surrender of the relative Certificate at the place or one of the places specified in the Notice of Redemption and if any Certificate so surrendered includes any Non-cumulative Convertible Euro Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Euro Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall within fourteen days thereafter issue to the holder, free of charge, a fresh Certificate in respect of such Non-cumulative Convertible Euro Preference Shares. Payment in respect of the amount due on redemption of a Bearer Share shall be made by Euro cheque drawn on a bank in London or upon the request of the holder not later than the date specified for the purpose in the Notice of Redemption by transfer to a Euro account maintained by the payee with a bank in London. Such payments will be made against presentation and surrender of the Warrant and all unmatured dividend coupons and talons (if any) at the place or the places specified in the Notice of Redemption. Upon the relevant Redemption Date all unmatured dividend coupons and any talon for additional dividend coupons appertaining thereto (whether or not returned) shall become void and no payment will be made in respect thereof. If the Warrant so surrendered represents any Non-cumulative Convertible Euro Preference Shares not to be redeemed on the relevant Redemption Date (other than Non-cumulative Convertible Euro Preference Shares to be converted pursuant to Part 4 of this Schedule 2) the Company shall issue, free of charge, a fresh Warrant
 

 
 
31

 
representing such Bearer Shares which are not to be redeemed on such Redemption Date.
 
All payments in respect of redemption monies will in all respects be subject to any applicable fiscal or other laws;

 
(F)
as from the relevant Redemption Date the dividend on the Non-cumulative Convertible Euro Preference Shares due for redemption shall cease to accrue except on any such Non-cumulative Convertible Euro Preference Share in respect of which, upon the due surrender of the Certificate or, as the case may be, the Warrant and all unmatured dividend coupons and talons (if any) in respect thereof, in accordance with sub-paragraph (E) above, payment of the redemption monies due on such Redemption Date shall be improperly withheld or refused, in which case such dividend, at the rate then applicable, shall be deemed to have continued and shall accordingly continue to accrue from the relevant Redemption Date to the date of payment of such redemption monies. Such Non-cumulative Convertible Euro Preference Share shall not be treated as having been redeemed until the redemption monies in question together with the accrued dividend thereon shall have been paid;

 
(G)
if the due date for the payment of the redemption monies on any Non-cumulative Convertible Euro Preference Shares is not a Euro Business Day then payment of such monies will be made on the next succeeding day which is a Euro Business Day and without any interest or other payment in respect of such delay unless such day shall fall within the next calendar month whereupon such payment will be made on the preceding Euro Business Day;

 
(H)
the receipt of the holder for the time being of any Registered Share (or in the case of joint holders the receipt of any one of them) and the receipt of the person delivering any Warrant to the place or one of the places specified pursuant to sub-paragraph (D) above in respect of the monies payable on redemption on such Registered Share or, as the case may be, such Bearer Share, shall constitute an absolute discharge to the Company; and

 
(I)
subject as aftermentioned, the provisions of sub-paragraphs (E) and (F) above shall have effect in relation to Registered Shares which are in uncertificated form within the meaning of the Uncertificated Securities Regulations 1995 (as in force on the date of adoption of this Schedule 2) in the same manner as they have effect in relation to Registered Shares represented by Certificates, save that (i) any provision of the said paragraphs requiring presentation and surrender of a Certificate shall be satisfied in the manner prescribed or permitted by the said Regulations (or by any enactment or subordinate legislation which amends or supersedes those Regulations) or (subject to those Regulations or such enactment or subordinate legislation) in such manner as may from time to time be prescribed by the Directors), and (ii) the Company shall not be under any obligation to issue a fresh Certificate under sub-paragraph (E).

2.7 
Purchase

Subject to the provisions of the Statutes and any other applicable laws, the Company may at any time and from time to time purchase any Non-cumulative Convertible Euro Preference Shares upon such terms as the Directors shall determine provided that, in the case of Non-cumulative Convertible Euro Preference Shares which are listed on the London Stock Exchange, the purchase price, exclusive of expenses and accrued dividends, shall not exceed (i) in the case of a purchase in the open market, or by tender (which shall be available alike to all holders of the Non-cumulative Convertible Euro Preference Shares), the average of the closing middle market quotations of such Non-cumulative Convertible Euro Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last ten dealing days preceding the date of purchase or (if higher), in the case of a purchase in the open market only, the market price on the date of purchase provided that such market price is not more than 105 per cent of such average and (ii) in the case of a purchase by private treaty, 120 per cent of the closing middle market quotation of
 
 
32

 
 
such Non-cumulative Convertible Euro Preference Shares on the London Stock Exchange (as derived from The London Stock Exchange Daily Official List) for the last dealing day preceding the date of purchase: but so that this proviso shall not apply to any purchase of Non-cumulative Convertible Euro Preference Shares made in the ordinary course of a business of dealing in securities.

2.8 
Conversion

The Non-cumulative Convertible Euro Preference Shares shall be convertible into Ordinary Shares in the manner set out in (and subject to the provisions of) Part 4 of this Schedule 2. The provisions of paragraph 2.6 of this Part 3 regarding redemption are without prejudice to any provisions in the said Part 4 providing for the effecting of conversion by means of redemption.

3.
(a)
Save with the written consent of the holders of three-quarters in nominal value of, or with the sanction of a Special Resolution passed at a separate General Meeting of the holders of, the Non-cumulative Convertible Euro Preference Shares, the Directors shall not authorise or create, or increase the amount of, any shares of any class or any security convertible into shares of any class ranking as regards rights to participate in the profits or assets of the Company (other than on a redemption or purchase by the Company of any such shares) in priority to the Non-cumulative Convertible Euro Preference Shares.

 
(b)
The special rights attached to any series of Non-cumulative Convertible Euro Preference Shares allotted or in issue shall not (unless otherwise provided by their terms of issue) be deemed to be varied by the creation or issue of any New Shares ranking as regards participation in the profits or assets of the Company in some or all respects pari passu with or after such Non-cumulative Convertible Euro Preference Shares. Any new shares ranking in some or all respects pari passu with such Non-cumulative Convertible Euro Preference Shares may without their creation or issue being deemed to vary the special rights attached to any Non-cumulative Convertible Euro Preference Share then in issue either carry rights identical in all respects with such Non-cumulative Convertible Euro Preference Shares or any of them or carry rights differing therefrom in any respect, including, but without prejudice to the generality of the foregoing, in that:

 
(i)
the rate or means of calculating the dividend may differ and the dividend may be cumulative or non-cumulative;

 
(ii)
the New Shares or any series thereof may rank for dividend as from such date as may be provided by the terms of issue thereof and the dates for payment of dividend may differ;

 
(iii) 
the New Shares may be denominated in Sterling or in any Foreign Currency;

 
(iv)
a premium may be payable on return of capital or there may be no such premium;

 
(v)
the New Shares may be redeemable at the option of the holder or of the Company, or may be non-redeemable and if redeemable at the option of the Company, they may be redeemable at different dates and on different terms from those applying to the Non-cumulative Convertible Euro Preference Shares; and

 
(vi)
the New Shares may be convertible into Ordinary Shares or any other class of shares ranking as regards participation in the profits and assets of the Company pari passu with or after such Non-cumulative Convertible Euro Preference Shares in each case on such terms and conditions as may be prescribed by the terms of issue thereof.
 
 

 
 
33

 
PART 4

Conversion of Convertible Preference Shares

1.
Each holder of Convertible Preference Share(s) shall be entitled in the manner set out in (and subject to the provisions of) this Part 4 to convert into fully paid Ordinary Shares such of his Convertible Preference Shares as have not, as at the Conversion Notice Date, either been redeemed or been the subject of a valid Notice of Redemption given under paragraph 2.6 of Part 1, 2 or 3 (as applicable) of this Schedule 2 and specifying a date on or before the Second Conversion Date as the Redemption Date.

2. 
For the purposes of this Part 4:

 
(A)
the First Conversion Date shall be 25 London Stock Exchange dealing days prior to the Second Conversion Date and the Second Conversion Date shall be, in relation to any Convertible Preference Share, the date specified as such by the Directors prior to allotment thereof which falls not earlier than five years and one day after the issue of that share;

 
(B)
the Conversion Notice Date shall be 120 days prior to the Second Conversion Date;

 
(C)
the conversion right shall be exercisable by completion of a Conversion Notice (as defined in paragraph 5 below) submitted by holders of Convertible Preference Shares (''Converting Holders'') setting out the number of Convertible Preference Shares which are to be converted pursuant to such notice (the ''Conversion Amount'') and lodging such Conversion Notice with the Company's Registrar at any time during the period and in the manner referred to in paragraph 8 below;

 
(D)
the Redemption Amount in relation to a Convertible Preference Share means the nominal amount thereof together with any premium paid on issue;

 
(E)
The First Exchange Rate shall be the applicable Foreign Currency/Sterling exchange rate determined by the Broker (as defined below) as determination agent by taking the weighted average (rounded, if necessary, to the nearest £0.0001, £0.00005 being rounded upwards) of the spot rate of exchange for the purchase of the Foreign Currency in which the relevant Conversion Amount is denominated with Sterling as quoted at the request of the Broker by three major banks in the London foreign exchange market selected by the Broker at 11:00 a.m. (London time) on each day during the Broker Bid Period (as defined below) that such banks provide such quote to the Broker. The Second Exchange Rate shall be the applicable Foreign Currency/Sterling exchange rate determined by the Broker as determination agent by taking the weighted average (rounded, if necessary, to the nearest £0.0001, £0.00005 being rounded upwards) of the spot rate of exchange for the purchase of the Foreign Currency in which the relevant Conversion Amount is denominated with sterling as quoted at the request of the Broker by three major banks in the London foreign exchange market selected by the Broker at 11:00 a.m. (London time) on each day during the Calculation Period (as defined below) that such banks provide such request to the Broker. For the avoidance of doubt, references in this Part 4 to the conversion of any Conversion Price into the Foreign Currency in which the relevant Conversion Amount is denominated shall only apply in the case of a Conversion Amount denominated in Foreign Currency, and shall otherwise be disregarded.

Each Convertible Preference Share which is the subject of a Conversion Notice shall be subject to the cash settlement provisions of this Part 4. The Company will use its reasonable endeavours, to the extent permitted by applicable law, to arrange for the sale of the Ordinary Shares into which such Convertible Preference Shares will convert so as to raise net cash proceeds of an amount equal to the aggregate Redemption Amount of such Convertible Preference Shares. The sale will be conducted by means of a process pursuant to which a broker selected by the Company (the ''Broker'') will solicit bids for the relevant Ordinary Shares (the ''Placing''). Such bids will be solicited during the period of the 20 London Stock
 
 
34

 
 
 
Exchange dealing days ending five London Stock Exchange dealing days before the First Conversion Date (the ''Broker Bid Period'').

3.
The number of Ordinary Shares to be issued on the conversion of each Convertible Preference Share shall be determined by dividing the Redemption Amount by the Conversion Price.

 
(A)
In the case of Convertible Preference Shares which are converted on the First Conversion Date, the Conversion Price shall be established by reference to the bids received and accepted by the Broker pursuant to the Placing and shall be converted into the Foreign Currency in which the relevant Conversion Amount is denominated by reference to the First Exchange Rate (provided that the Company will not in any circumstances be obliged to issue Ordinary Shares in connection with the Placing at a price per share of less than either (aa) 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the Broker Bid Period; or (bb) their nominal amount.  The Directors shall specify prior to allotment of any particular series of Convertible Preference Shares which of (aa) or (bb) shall apply in respect of that series (the ''Base Price'')). The Conversion Price shall be the highest price per Ordinary Share at or above the Base Price at which the Broker is able to place Ordinary Shares so as to raise net cash proceeds (converted as aforesaid) of an amount equal to the aggregate Redemption Amount of the Conversion Amount.

On the First Conversion Date:

 
(i)
the Company shall issue to the Broker or as the Broker shall direct the Ordinary Shares so placed (and lodging by a Converting Holder of a Conversion Notice with the Company's Registrar shall be deemed irrevocably to authorise and instruct the Directors to allot the Ordinary Shares arising on conversion of his Convertible Preference Shares pursuant to this Part 4 to the Broker or as the Broker shall direct);

 
(ii)
the Broker shall collect the net cash proceeds of the Placing, exchange such proceeds at the First Exchange Rate into the currency in which the Convertible Preference Shares which have been converted are denominated and hold such proceeds in separate bank account(s) until the Second Conversion Date.

 
(B)
On the Second Conversion Date the net cash proceeds of the Placing (if any) held by the Broker (the ''Total Cash Amount'') shall be paid to the Converting Holders such that each Converting Holder receives the Redemption Amount of his Conversion Amount, provided that if the Total Cash Amount falls short of the aggregate Redemption Amount of the Conversion Amount:

 
(i)
the Total Cash Amount shall be paid to the Converting Holders pro rata to their holding of Conversion Amount, (and the amount (if any) by which the cash paid or payable to a Converting Holder falls short of the aggregate Redemption Amount of his Conversion Amount shall be the ''Remaining Redemption Amount''); and

 
(ii)
the Company shall issue to each Converting Holder the whole number of Ordinary Shares (if any) calculated by dividing the Remaining Redemption Amount by the Conversion Price, being 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the period of the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days before the Second Conversion Date (the ''Calculation Period'') (converted into Sterling at the Second Exchange Rate).

Fractions of Ordinary Shares will not be issued on conversion and no cash adjustment will be made. However, if more than one Convertible Preference Share held by any holder is to be converted and the Ordinary Shares arising on conversion are to be registered in the same
 
 
35

 
 
name, the number of Ordinary Shares to be issued in respect thereof shall be calculated on the basis of the aggregate Redemption Amount of such Convertible Preference Shares.

If at the time that the Conversion Price or Base Price is to be calculated the Ordinary Shares are not listed and traded on the London Stock Exchange, references in this article to the London Stock Exchange shall be to such other exchange on which the Ordinary Shares are listed and traded.

4.
The entitlement of holders of Convertible Preference Shares to convert such shares into fully paid Ordinary Shares shall be conditional on:

 
(A)
Deleted December 2009 ;

 
(B)
the number of Ordinary Shares into which the Directors have been authorised pursuant to Section 80 of the 1985 Act to issue rights to convert being sufficient, as at the First Conversion Date or the Second Conversion Date (as the case may be) to allot the Ordinary Shares falling to be allotted on such date in connection with the conversion of Convertible Preference Shares or the Directors having been authorised prior to such date pursuant to section 80 to allot such shares (the ''Relevant Shareholder Approvals''); and

 
(C)
the delivery by the relevant Converting Holder of the Certificates (or an appropriate form of indemnity) for such Convertible Preference Shares as are the subject of a Certificated Conversion Notice (as defined in paragraph 6 below) or (as the case may be) the transfer of such Convertible Preference Shares as are the subject of an Uncertificated Conversion Notice (as defined in paragraph 7 below) into such account as may be specified in such notice.

The Company undertakes to review, prior to each Annual General Meeting (the ''relevant Annual General Meeting''), whether sufficient Relevant Shareholder Approvals would be available to permit the allotment and issue of three times the number of Ordinary Shares that would fall to be allotted and issued if all of the Convertible Preference Shares were to be converted into Ordinary Shares on a deemed conversion date (the ''Deemed Conversion Date'') which was 60 days prior to the relevant Annual General Meeting, using a deemed Conversion Price of 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days prior to such Deemed Conversion Date converted into the Foreign Currency in which the relevant Conversion Amount is denominated by reference to the First Exchange rate provided that for these purposes the Broker Bid Period shall be the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days prior to such Deemed Conversion Date. If and to the extent that the Relevant Shareholder Approvals would be insufficient to permit the allotment and issue of three times the number of Ordinary Shares that would fall to be so allotted and issued, the Company undertakes to propose such resolutions at the relevant succeeding Annual General Meeting, that, when approved, would permit the allotment and issue of three times the number of Ordinary Shares that would fall to be so allotted and issued.

If the Relevant Shareholder Approvals are insufficient to permit the allotment and issue of such number of Ordinary Shares as fall to be allotted and issued on the First Conversion Date or the Second Conversion Date in connection with the conversion of Convertible Preference Shares, the Company undertakes to convert the maximum number of Convertible Preference Shares which it is legally permitted to convert under the existing Relevant Shareholder Approvals pro rata to the respective Conversion Amounts of Converting Holders. Converting Holders may, within 60 days of the Second Conversion Date submit a written notice to the Company (the ''Withdrawal Notice'') setting out the number of Convertible Preference Shares which they wish to withdraw from the conversion procedure set out in this Part 4. Any Convertible Preference Shares so withdrawn will lose the right to convert into Ordinary Shares. In relation to any Convertible Preference Shares so withdrawn which are the subject of a Certificated Conversion Notice, the Company will as soon as practicable after receipt of the relevant Withdrawal Notice, return the relevant Certificates for such shares which were
 
 
36

 
 
 
lodged with the relevant Conversion Notice. In relation to any Convertible Preference Shares so withdrawn which are the subject of an Uncertificated Conversion Notice, the Company will as soon as practicable after receipt of the relevant Withdrawal Notice, transfer the relevant Convertible Preference Shares into such account as may be specified by the relevant Converting Holder. Any Convertible Preference Shares which were the subject of a Conversion Notice and which could not be converted under the Relevant Shareholder Approvals in place as at the First Conversion Date and the Second Conversion Date and which are not the subject of a Withdrawal Notice shall be ''Unconverted Preference Shares''. The Company undertakes that for so long as Unconverted Preference Share(s) remain outstanding, such resolutions will be proposed at each subsequent Annual General Meeting that, when approved, would permit the conversion of the Unconverted Preference Shares. Following shareholder approval of the relevant resolutions, the Unconverted Preference Shares will be converted into Ordinary Shares and paragraphs 2 and 3 of this Part 4 shall apply to the conversion of such Unconverted Preference Shares subject to the following amendments:

 
(A)
the Second Conversion Date shall be 60 London Stock Exchange dealing days after the granting of shareholder approval for the relevant resolutions; and

 
(B)
the Conversion Price shall be converted into the Foreign Currency in which the relevant Conversion Amount is denominated by reference to the Second Exchange Rate, provided that for these purposes the Calculation Period shall be the 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days prior to the Second Conversion Date.

5.
For the purposes of this Part 4, a Conversion Notice means, in relation to any Convertible Preference Shares that, as at the date of such notice, are Registered Shares (as defined in Part 1, 2 or 3 (as the case may be) of this Schedule 2), a Certificated Conversion Notice (as defined in paragraph 6 below) or, in relation to any Convertible Preference Shares that, as at the date of such notice, are Bearer Shares (as defined in Part 1, 2 or 3 (as the case may be) of this Schedule 2), an Uncertificated Conversion Notice (as defined in paragraph 7 below).

6.
In relation to any Convertible Preference Shares that, as at the date of the relevant Conversion Notice are Registered Shares, the right to convert shall be exercised if the registered holder of any such Convertible Preference Shares, shall have delivered to the Company's Registrar, at any time during the period referred to in paragraph 8 below, a duly signed and completed Conversion Notice in such form as may from time to time be prescribed by the Directors (and obtainable from the Company's Registrar) (a ''Certificated Conversion Notice'') together with the Certificate for such shares (or an appropriate form of indemnity).

7.
In relation to any Convertible Preference Shares that, as at the date of the relevant Conversion Notice, are Bearer Shares, the right to convert shall be exercised if an Uncertificated Conversion Notice is received as referred to below at any time during the period referred to in paragraph 8 below. For these purposes, an Uncertificated Conversion Notice shall mean an instruction and/or notification received by the Company or such person as it may require in such form and having such effect as may in each case from time to time be prescribed by the Directors (subject always to the facilities and requirements of the relevant system) and details of which shall be obtainable from the Company's Registrar. Without prejudice to the generality of the foregoing, the form of Conversion Notice referred to above may be such as to require the holder of the Convertible Preference Shares concerned to transfer such Convertible Preference Shares into such account as may be specified by the Company in the Uncertificated Conversion Notice.

8.
The period referred to in paragraphs 6 and 7 above for the delivery of a Conversion Notice is the period falling not less than 90 and not more than 120 days prior to the Second Conversion Date. Unless the Directors otherwise determine in any case or cases, a Conversion Notice once delivered shall be irrevocable (save by means of a valid Withdrawal Notice given pursuant to paragraph 4).
 

 
 
37

 
 
9. 
The following provisions shall apply to conversion of the Convertible Preference Shares:

 
(A)
conversion may be effected in such manner as the Directors shall, subject to the requirements of applicable law and the provisions hereof, from time to time determine and, without prejudice to the generality of the foregoing, may be effected:

 
(aa)
by the redemption of Convertible Preference Shares on the relevant Conversion Date for the Redemption Amount (converted into Sterling by reference to the rate which the Directors determine on the First Conversion Date in the case of Convertible Preference Shares converted on the First Conversion Date and on the Second Conversion Date in the case of Convertible Preference Shares converted on the Second Conversion Date to be the appropriate rate for the purchase of Sterling with the currency in which the relevant Redemption Amount is denominated) and the application of the redemption moneys on behalf of the holder of the Convertible Preference Shares so redeemed as herein provided. In the case of a conversion effected by means of the redemption of Convertible Preference Shares, the Directors may effect redemption of the relevant Convertible Preference Shares out of profits of the Company which would otherwise be available for dividend, out of the proceeds of a fresh issue of shares or in any other manner for the time being permitted by law. In the case of redemption out of profits, the Directors shall apply the Redemption Amount (converted into Sterling as aforesaid) in the name of the holder of the Convertible Preference Shares to be converted in subscribing for the appropriate number of Ordinary Shares as determined in accordance with the provisions hereof at such premium per Ordinary Share as shall represent the amount (if any) by which the aggregate Redemption Amount (converted into Sterling as aforesaid) exceeds the aggregate nominal amount of the Ordinary Shares to which the holder is so entitled divided by the number of such Ordinary Shares. In the case of redemption out of the proceeds of a fresh issue of shares, the Directors may arrange for the issue of the appropriate number of Ordinary Shares to the secretary of the Company or any other person selected by the Directors on terms that such person will subscribe and pay, as agent on the holder's behalf, for such shares at such premium per Ordinary Share as shall represent the amount (if any) by which the aggregate Redemption Amount (converted into Sterling as aforesaid) exceeds the aggregate nominal amount of the Ordinary Shares to which the holder is so entitled divided by the number of such Ordinary Shares (and such person shall be deemed to have authority to borrow for such purpose) and, in any such case, the Conversion Notice given by or relating to a holder of the relevant Convertible Preference Shares shall be deemed irrevocably to authorise and instruct the Directors to apply the Redemption Amount (converted into Sterling as aforesaid) in payment to the holder's agent, who shall be entitled to retain the same for his own benefit without being accountable therefor to the holder. In relation to any Convertible Preference Shares which at the date of the relevant Conversion Notice are Bearer Shares, and which are to be redeemed in accordance with this paragraph 9(A)(aa) the Directors shall be entitled in their absolute discretion to determine the procedures for the redemption and cancellation of such Convertible Preference Shares (subject always to the facilities and requirements of the relevant system concerned and to the redemption on the relevant Conversion Date of the Convertible Preference Shares concerned) and the provisions of this paragraph shall apply mutatis mutandis in respect of such redemption; or

 
(bb)
by means of a capitalisation issue and consolidation. In that case the requisite capitalisation issue and consolidation may be effected pursuant to the authority conferred by the passing of the resolution which created the Convertible Preference Shares, by the Company capitalising from profits or reserves (including any share premium account or capital redemption reserve) such number of new Ordinary Shares as shall bring the total nominal
 
 
 
38

 
 
amount of the Convertible Preference Shares (converted into sterling by reference to the rate which the Directors determine on the First Conversion Date in the case of Convertible Preference Shares converted on the First Conversion Date and on the Second Conversion Date in the case of Convertible Preference Shares converted on the Second Conversion Date to be the appropriate rate for the purchase of Sterling with the currency in which the relevant Redemption Amount is denominated) and the new Ordinary Shares to at least the total nominal amount of the Ordinary Shares into which the Convertible Preference Shares will convert on the relevant Conversion Date, consolidating all the relevant shares into one share (the ''Consolidated Share'') and sub-dividing the Consolidated Share into the number of Ordinary Shares arising from the conversion of the Convertible Preference Shares. The balance of such sub-divided share (including any fraction) shall be non-voting deferred shares of such nominal amount as the Directors may determine (''Non-Voting Deferred Shares''), shall be certificated shares and shall have the following rights and restrictions:
 
 
(1)
on a winding-up or other return of capital, the Non-Voting Deferred Shares shall entitle the holders of the shares only to payment of the amounts paid up on those shares, after repayment to the holders of the Ordinary Shares of the nominal amount paid up on the Ordinary Shares held by them respectively and the payment of £0.01 on each Ordinary Share;

 
(2)
the Non-Voting Deferred Shares shall not entitle the holders of the shares to the payment of any dividend or to receive notice of or to attend or vote at any general meeting of the Company;

 
(3)
the Non-Voting Deferred Shares shall not, save as provided in sub-paragraph (4) below, be transferable;

 
(4)
such conversion shall be deemed to confer irrevocable authority on the Company to appoint any person to execute on behalf of the holders of any Non-Voting Deferred Shares an instrument of transfer of the shares, and/or an agreement to transfer the shares, to such person or persons as the Company may determine as a custodian of the shares or to purchase or to cancel the shares in accordance with the provisions of the Statutes in any such case for not more than £0.01 for all the shares being transferred, purchased or cancelled (to be paid to such one of the holders as may be selected by lot) without obtaining the sanction of the holder or holders of the shares, and pending such transfer or purchase or cancellation to retain the certificate for such Non-Voting Deferred Shares; and

 
(5)
the Company may at its option at any time after the creation of any Non-Voting Deferred Shares redeem all of those shares then in issue at a price not exceeding £0.01 for all the shares redeemed at any one time (to be paid to such one of the holders as may be selected by lot), upon giving the holders of the Non-Voting Deferred Shares not less than 28 days' previous notice in writing of its intention so to do, fixing a time and place for the redemption. The Non-Voting Deferred Shares will not be listed on the London Stock Exchange. Upon or after the redemption of any Non-Voting Deferred Shares pursuant to this sub-paragraph (bb) the Directors may pursuant to the authority conferred by the passing of the resolution which created the Convertible Preference Shares consolidate and/or sub-divide and/or convert the Non-Voting Deferred Share capital existing as a consequence of such redemption into shares of any other class of share capital into which the share capital of the Company is or may at that time be divided of a like nominal amount (as nearly as may
 
 
 
39

 
 
be) as the shares of such class or into unclassified shares of the same nominal amount (as nearly as may be) as the shares of such class or into unclassified shares of the same nominal amount as the Non-Voting Deferred Shares;
 
 
(B)
the preferential dividend on Convertible Preference Shares which converted pursuant to this Part 4 shall cease to accrue with effect from the First Conversion Date in the case of Convertible Preference Shares converted on such date and with effect from the Second Conversion Date in the case of Convertible Preference Shares converted on such date. Ordinary Shares arising on conversion will be allotted and registered as of the First Conversion Date in the case of Ordinary Shares arising from Convertible Preference Shares converted on such date and as of the Second Conversion Date in the case of Ordinary Shares arising from Convertible Preference Shares converted on such date, in each case to and in the name of the holder of the relevant Convertible Preference Shares or, subject to paragraph 3(A)(i) of this Part 4, his nominee and shall rank pari passu with the Ordinary Shares in issue on such Conversion Date except that the Ordinary Shares so allotted will not rank for any dividend or other distribution which has been announced, declared, recommended or resolved prior to such Conversion Date by the Directors or by the Company in general meeting to be paid or made, if the record date for such dividend or other distribution is on or prior to such Conversion Date or (in any other case) if and so far as an adjustment relating to the dividend, distribution or right has become effective;

 
(C)
unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the requirements of the relevant system otherwise require, the Ordinary Shares arising on conversion of any Convertible Preference Shares shall be or shall be issued (as appropriate) as certificated shares (where the Convertible Preference Shares converted were, on the date of the relevant Conversion Notice, Registered Shares or where the relevant Converting Holder has not specified a Crest account for this purpose in the relevant Uncertificated Conversion Notice) or as uncertificated shares (where the Convertible Preference Shares converted were, on the date of the relevant Conversion Notice, uncertificated shares and the relevant Converting Holder has specified a Crest account for this purpose in the relevant Uncertificated Conversion Notice), provided that if the Company is unable under the facilities and requirements of the relevant system to issue Ordinary Shares in respect of the person entitled thereto in uncertificated form, such shares shall be issued as certificated shares; and

 
(D)
the Company shall procure that there shall be despatched or made free of charge (but uninsured and at the risk of the holder or the person entitled thereto, or the first-named thereof, as the case may be):

 
(aa)
a certificate in respect of Ordinary Shares arising on conversion which are, in accordance with sub-paragraph (C) above, certificated shares, and a new certificate for any unconverted Convertible Preference Shares comprised in any share certificate surrendered by the holder, not later than 28 days after the relevant Conversion Date; and

 
(bb)
payment in respect of the accrued preferential dividend on the Convertible Preference Shares converted, on the payment date in respect of such dividend next following the relevant Conversion Date (unless such Conversion Date is also a dividend payment date, in which case on such dividend payment date).

 
(E)
For the purposes of this paragraph 9, whether any Convertible Preference Shares are certificated shares or uncertificated shares on the relevant Conversion Date shall be determined by reference to the register of members as at 12.01 a.m. on the relevant Conversion Date or such other time as the Directors may (subject to the facilities and requirements of the relevant system concerned) in their absolute discretion determine.
 
 
 
40

 

 
 
(F)
The Company shall use reasonable endeavours to procure that the Ordinary Shares arising on conversion of Convertible Preference Shares are admitted to the Official List of The London Stock Exchange at the earliest practicable date following issue and allotment of such.
 
 
 
 
41

 
 
SCHEDULE 3
Additional Value Shares

1.
The Company shall have a class of Additional Value Shares.  They shall confer the rights and be subject to the restrictions set out or referred to in this Schedule 3.

2.
Each Additional Value Share shall confer the following rights as to participation in the profits and assets of the Company, receipt of notices, attendance and voting at meetings and conversion.

2.1
Income

The right to dividends to be paid out of the distributable profits of the Company, subject in each case to declaration by and at the discretion of the Directors and the provisions of sub-paragraph 2.2, as follows:

 
(i)
15 pence per Additional Value Share on 1 December 2001;

 
(ii)
30 pence per Additional Value Share on 1 December 2002; and

 
(iii)
55 pence per Additional Value Share on 1 December 2003 (the ''Final Dividend Date'').

References in this Schedule to a ''dividend'' on the Additional Value Shares include a reference to each dividend paid on the Additional Value Shares (whether or not in accordance with the proposed dividends set out in this sub-paragraph 2.1 and including any dividend of a lesser amount than stated or any dividend aggregating two or more such dividends or any part thereof) and references to ''dividend payment dates'' are to dividend payment dates in respect of the Additional Value Shares only (such dividend payment dates being, subject to sub-paragraph 2.2, those specified in this sub-paragraph 2.1).

2.2
Further provisions as to income

The following provisions shall apply:

 
(i)
In deciding whether to declare and pay a dividend on the Additional Value Shares the Directors shall have regard inter alia to the following factors:

 
(A)
whether the distributable profits of the Company are sufficient to cover the payment in full of dividends on the Additional Value Shares on any dividend payment date and also the payment in full of all other dividends (if any) stated to be payable on any Cumulative Preference Share or New Preference Share provided that in any event the Directors shall not pay any dividend due on the Additional Value Shares if in their opinion the distributable profits of the Company are not likely to be sufficient to pay any dividend due on any Cumulative Preference Share or New Preference Share due for payment within 90 days of the relevant dividend payment date;

 
(B)
whether the distributable profits of the Company are adequate or are likely to be adequate having regard to the Company's obligation to make dividend payments on any Cumulative Preference Share or New Preference Share;

 
(C)
the effect of the payment of such dividend on the regulatory capital structure of the Company and on its consolidated banking and trading book target and trigger ratios as prescribed by the Financial Services Authority Limited from time to time; and

 
(D)
the Company's best interests having regard to its future cash requirements and actual and contingent liabilities.
 
 
 
42

 

 
 
(ii)
Without prejudice to the foregoing and for the avoidance of doubt, no dividend shall be paid on the Additional Value Shares if and to the extent that such payment would constitute an unauthorised variation or abrogation of the rights as to participation in profits attached to the Cumulative Preference Shares or any New Preference Shares.

 
(iii)
Holders of Additional Value Shares shall have no claim in respect of the failure of the Directors to declare and/or pay any dividend(s) and the Directors shall not be bound to give their reasons for not declaring or paying such a dividend save that the Directors shall announce their intention in respect of the payment of any dividend referred to in sub-paragraph 2.1 no later than 14 days prior to the relevant dividend payment date (save in respect of the Final Dividend Date in which case notice must be given on or before 1 September 2003).

 
(iv)
Dividends declared by the Directors shall be payable without necessity for any resolution on the part of the Company in General Meeting on the relevant dividend payment date to holders of Additional Value Shares entered on the register of members at the close of business on the date which falls one calendar month before the relevant dividend payment date (or on such other date prior to the relevant dividend payment date as the Directors may in their absolute discretion decide).

 
(v)
Subject to sub-paragraph 2.1 and this sub-paragraph 2.2, if and to the extent that any dividend is not declared for payment on any dividend payment date (whether in whole or in part), such amount shall fall to be considered for payment on the following dividend payment date in addition to any dividend falling to be considered for payment on that date.

 
(vi)
No Additional Value Share shall carry any right to participate in the profits of the Company other than as set out in sub-paragraph 2.1 above and this sub-paragraph 2.2.

 
(vii)
If any dividend payment date in respect of which dividends are declared to be payable in accordance with sub-paragraph 2.1 above is not a day on which banks in London are open for business (a ''Business Day''), then payment of the dividend payable on such date will be made on the next succeeding Business Day and without any interest or other payment in respect of such delay.

 
(viii)
Save as set out in sub-paragraph 2.7(xiv) and for the avoidance of doubt, the Company shall be free to pay dividends or make other distributions to any holder of any other class of shares in the capital of the Company (including for the avoidance of doubt, the Cumulative Preference Shares, New Preference Shares and the Ordinary Shares) notwithstanding that the Directors have not declared and/or paid any dividend on the Additional Value Shares.

2.3
Capital

The right on a winding up, liquidation or other return of capital other than a redemption or purchase by the Company of any shares of any class, to receive in respect of each Additional Value Share in Sterling out of the surplus assets of the Company available for distribution amongst the members in priority to the holders of the Ordinary Shares of the Company but after payment of all amounts outstanding to holders of Cumulative Preference Shares and New Preference Shares and any other share in the capital of the Company expressed to rank as to participation in capital or assets in priority to the Additional Value Shares, an amount of £1 less the aggregate amount of any dividends paid in respect of each Additional Value Share prior to the date of the winding up or liquidation (but for the avoidance of doubt excluding any distribution paid in the winding up or liquidation).

If on any such winding up, liquidation or other return of capital the amounts available for payment are insufficient to cover in full the amounts payable on the Additional Value Shares on such return of capital, the holders of such Additional Value Shares will share rateably in the distribution of assets (if any) in proportion to the full amounts to which they are respectively entitled under this sub-paragraph 2.3.

 
43

 
 
No Additional Value Share shall confer any further right to participate in the capital or assets of the Company available for distribution among the members other than as set out in this sub-
paragraph 2.3.

2.4
Receipt of Notices

The right to have sent to the holder of each Additional Value Share (at the same time as the same are sent to the holders of Ordinary Shares) a copy of the Company's Annual Report and Accounts and/or Interim Financial Statement together with any notice of any General Meeting of the Company at which such holder is entitled to attend and vote.

2.5
Attendance and Voting at Meetings

The right to attend at a General Meeting of the Company and to speak to or vote upon any Resolution proposed thereat in circumstances where it is proposed at the Meeting either to vary or abrogate any of the rights attached to the Additional Value Shares or proposing the winding up of the Company (and then in each such case only to speak to and vote upon any such Resolution) but not otherwise.

Whenever holders of Additional Value Shares are so entitled to vote on a Resolution, on a show of hands every such holder who is present in person, and every proxy present who has been duly appointed by any such holder, shall have one vote and, on a poll, every such holder who is present in person or by proxy shall have such number of votes for the Additional Value Shares held by him as he would have had if those shares had been converted into Ordinary Shares on the date of the notice of the meeting pursuant to the conversion procedure set out in paragraph 2.7 of this Schedule 3 and at a price per Additional Value Share calculated on the basis that the date of the notice of the meeting was the Second Conversion Date.

2.6
De-listing and Conversion into Non-Voting Deferred Shares

The Directors shall be entitled (without being required to obtain the sanction of any holder of any Additional Value Share) in their absolute discretion and shall have irrevocable authority at any time after the payment of aggregate dividends of £1 in respect of each Additional Value Share to procure that the Additional Value Shares be de-listed from the Official List of the UK Listing Authority and from trading on the London Stock Exchange's market for listed securities.  The Additional Value Shares shall convert automatically into non-voting deferred shares of £0.01 (''Non-Voting Deferred Shares''), which shall be certificated shares and shall have the following rights and restrictions only:

 
(i)
On a winding-up or other return of capital, the Non-Voting Deferred Shares shall entitle the holders of such shares only to payment of the amounts paid up on those shares, after repayment to the holders of Ordinary Shares of the nominal amount paid up on the Ordinary Shares held by them respectively and the payment of £100,000 on each Ordinary Share.

 
(ii)
The Non-Voting Deferred Shares shall not entitle the holders of such shares to the payment of any dividend or other distribution or to receive notice of or to attend or vote at any general meeting of the Company or otherwise receive any shareholder communication.

 
(iii)
The Non-Voting Deferred Shares shall not, save as provided below or otherwise with the written consent of the Directors, be transferable.

 
(iv)
Notwithstanding any other provision in these presents and unless specifically required by the provisions of the 2006 Act, the Company shall not be required to issue any certificates in respect of any Non-Voting Deferred Shares.

 
(v)
Following conversion, the Non-Voting Deferred Shares shall be transferred for no consideration to such person as may be nominated by the Directors, whether or not an
 
 
 
44

 
 
officer of the Company (and for such purposes the Directors shall have irrevocable authority to appoint a person on behalf of any holder of Non-Voting Deferred Shares to enter into an agreement to transfer and to execute and deliver a transfer of his Non-Voting Deferred Shares to such other person).

 
2.7
Conversion into Ordinary Shares

 
(i)
If on 1 September 2003 aggregate dividends of £1 have not been paid in respect of each Additional Value Share, then unless the Directors have resolved that a dividend be paid on the Additional Value Shares on or before the Final Dividend Date of such amount that aggregate dividends paid on Additional Value Shares will be £1 (and that dividend is duly paid on or before the Final Dividend Date or the following Business Day where that date is not a Business Day), the Additional Value Shares shall be converted into fully paid up Ordinary Shares in the manner set out (and subject to the provisions of) this paragraph 2.7 and the Company shall use its reasonable efforts, to the extent permitted by applicable law, to arrange for a sale of the Ordinary Shares arising on conversion pursuant to paragraph 2.7(iii) below.

 
(ii)
For the purpose of this paragraph 2.7:

 
(A)
the Settlement Amount in relation to each Additional Value Share means an amount of £1 less the aggregate amount of any dividends paid in respect of that share;

 
(B)
the Aggregate Settlement Amount in relation to any particular holding of Additional Value Shares means the aggregate Settlement Amount relating to the number of Additional Value Shares comprised in that holding and where the context requires, the Aggregate Settlement Amount relating to all Additional Value Shares to be converted;

 
(C)
the First Conversion Date shall be 25 London Stock Exchange trading days prior to the Second Conversion Date and the Second Conversion Date shall be the Final Dividend Date;

 
(D)
the expression ''holder'' shall include a person entitled by transmission and the expressions ''hold'' and ''holding'' shall be construed accordingly; and

 
(E)
each joint holding in respect of which names of the joint holders differ or are listed in a different order shall be treated as a separate holding and the expressions ''held'' and ''holder'' shall be construed accordingly.

 
(iii)
The Company will use its reasonable efforts, to the extent permitted by applicable law, to arrange for the sale of the Ordinary Shares into which such Additional Value Shares will convert so as to raise net cash proceeds of an amount equal to the Aggregate Settlement Amount in respect of such Additional Value Shares.  The sale will be conducted by means of a process pursuant to which a broker selected by the Company (the ''Broker'') will solicit bids for the relevant Ordinary Shares (the ''Placing'').  Such bids will be solicited during the period of 20 London Stock Exchange trading days ending five London Stock Exchange trading days before the First Conversion Date.  The Company will not in any circumstances be obliged to procure the transfer of Ordinary Shares in connection with the Placing at a price per share of less than the nominal value of the Ordinary Shares (the ''Base Price'').

 
(iv)
On the First Conversion Date there shall be converted in accordance with sub-paragraph 2.7(xv) the whole or such proportion of each holding of Additional Value Shares as shall be determined by the Directors in the light of the outcome of the Placing.  The number of Ordinary Shares into which each Additional Value Share which is converted on the First Conversion Date is to be converted shall be such that the aggregate number of Ordinary Shares arising on the First Conversion Date shall be sufficient for the purposes of the Placing.
 

 
 
45

 
 
 
(v)
On the First Conversion Date:

 
(A)
the Company shall procure the transfer to the Broker or as the Broker shall direct, of the Ordinary Shares so placed; and

 
(B)
the Broker shall collect the net cash proceeds of the Placing and hold such proceeds in separate bank account(s) until the Second Conversion Date.

The Directors shall have irrevocable authority on behalf of each holder of an Additional Value Share to appoint any person on behalf of such holder to enter into an agreement to transfer and to execute and deliver a transfer of the Ordinary Shares resulting from conversion on the First Conversion Date.

 
(vi)
If the proceeds of the Placing are sufficient to enable the Company to pay to each holder of Additional Value Shares the Aggregate Settlement Amount in respect of his holding, the whole of the Additional Value Shares shall be converted on the First Conversion Date and on the Second Conversion Date the net cash proceeds of the Placing (if any) held by the Broker (the ''Total Cash Amount'') shall be paid to the persons who were holders of the Additional Value Shares immediately prior to conversion.

 
(vii)
If the proceeds of the Placing are not sufficient to enable the Company to pay to each holder of Additional Value Shares the Aggregate Settlement Amount then part only of the Additional Value Shares (determined in accordance with paragraph (iv) above) shall be converted on the First Conversion Date and on the Second Date:

 
(A)
the Total Cash Amount shall be paid to the persons who were holders of the Additional Value Shares immediately prior to conversion pro rata to their holding of Additional Value Shares, and the amount (if any) by which the cash paid or payable to a holder falls short of the Aggregate Settlement Amount shall be the ''Remaining Settlement Amount''; and

 
(B)
on the Second Conversion Date the remaining Additional Value Shares shall be converted into such number of Ordinary Shares so that the persons who were holders of Additional Value Shares immediately prior to conversion receive the whole number of Ordinary Shares (if any) calculated by dividing the Remaining Settlement Amount by the Conversion Price, being the higher of (i) 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the period of 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days before the Second Conversion Date and (ii) the nominal value of the Ordinary Shares.

 
(viii)
If there is no Placing or if a dividend resolved upon as at 1 September 2003 is not paid on the Final Dividend Date (or the following Business Day where that date is not a Business Day) then on or as soon as possible after the Second Conversion Date all the Additional Value Shares shall be converted into such number of Ordinary Shares so that each holder receives the whole number of Ordinary Shares (if any) calculated by dividing the Settlement Amount by the Conversion Price, being the higher of (i) 95% of the weighted average closing price per Ordinary Share on the London Stock Exchange during the period of 20 London Stock Exchange dealing days ending five London Stock Exchange dealing days before the Second Conversion Date and (ii) the nominal value of the Ordinary Shares.

 
(ix)
Where the conversion would otherwise result in a holder being entitled to a fraction of an Ordinary Share such holder's entitlement shall be rounded up or down as the Directors may determine.

 
(x)
If at the time that the Conversion Price or Base Price is to be calculated the Ordinary Shares are not traded on the London Stock Exchange, references in this article to the
 
 
 
46

 
 
London Stock Exchange shall be to such other competent authority or exchange with or on which the Ordinary Shares are listed or traded (as the case may be).
 
 
(xi)
The conversion of Additional Value Shares into fully paid Ordinary Shares shall be conditional on:

 
(A)
Deleted December 2009 ;

 
(B)
the number of Non-Voting Deferred Shares of £0.01 which the Directors have been authorised to issue pursuant to Section 80 of the 1985 Act being sufficient, as at the First Conversion Date or the Second Conversion Date (as the case may be) to allot the shares falling to be allotted on such date in connection with the conversion of Additional Value Shares or the Directors having been authorised prior to such date pursuant to section 80 to allot such shares (the ''Relevant Shareholder Approvals''); and

 
(C)
there being sufficient profits or reserves available for capitalisation to enable the Company to allot credited as fully paid the number of Non-Voting Deferred Shares of £0.01 each falling to be allotted as aforesaid.

 
(xii)  
The Company shall use its reasonable efforts to ensure that sufficient profits or reserves are available in order to permit conversion of the Additional Value Shares outstanding on the relevant Conversion Date. If the Relevant Shareholder Approvals (or profits or reserves) are insufficient to permit the allotment and issue of such number of Non-Voting Deferred Shares as fall to be allotted and issued on the First Conversion Date or the Second Conversion Date in connection with the conversion of Additional Value Shares, the Company undertakes to convert the maximum number of Additional Value Shares which it is legally permitted to convert under the existing Relevant Shareholder Approvals (and having regard to existing profits or reserves) pro rata to the respective entitlement of holders.  Any Additional Value Shares which could not be converted as at the First Conversion Date and the Second Conversion Date shall be ''Unconverted Additional Value Shares''.

 
(xiii)
Unconverted Additional Value Shares will be converted into Ordinary Shares as soon as the Company has sufficient available profits or reserves, to permit conversion of Unconverted Additional Value Shares in full. Paragraphs (ii) to (x) of this Paragraph 2.7 shall apply to the conversion of such Unconverted Additional Value Shares provided that the Second Conversion Date shall be 60 London Stock Exchange dealing days after the first day of the month following the month in which the Company becomes able to convert such shares in full. The Company undertakes that for so long as Unconverted Additional Value Shares remain outstanding:

 
(A)
such resolutions will be proposed at each subsequent Annual General Meeting that, when approved, would permit the Unconverted Additional Value Shares to be converted in full; and

 
(B)
no available profit or reserve will be applied by the Company for any other purpose.

 
(xiv)
If any Additional Value Shares are to be converted pursuant to this paragraph 2.7, but have not, on the Final Dividend Date (or the following Business Day where that date is not a Business Day) been so converted, (''converted'' for the avoidance of doubt, comprising the payment to each holder of Additional Value Shares of the Aggregate Settlement Amount and/or the allotment of Ordinary Shares in respect of the settlement of any Remaining Settlement Amount (as the case may be)) no dividends may be declared on any Ordinary Share in the capital of the Company, and no sum may be set aside for the payment thereof, unless on the date of declaration relative to any such payment, the Aggregate Settlement Amount has been paid in full or set aside or Ordinary Shares delivered in respect of the Aggregate Settlement Amount or any Remaining Settlement Amount.
 
 
 
47

 

 
 
(xv)
The following provisions shall apply to conversion of the Additional Value Shares:

 
(A)
Conversion of Additional Value Shares may be effected in such manner as the Directors shall, subject to the requirements of applicable law and the provisions hereof, from time to time determine and, without prejudice to the generality of the foregoing, may be effected, in each case pursuant to the authority conferred by the passing of the resolution which created the Additional Value Shares, by the Company:

 
(aa)
capitalising from profits or reserves (including, without limitation, any share premium account, merger reserve or capital redemption reserve) and allotting and issuing to a holder of Additional Value Shares to be converted such number of new Non-Voting Deferred Shares of £0.01 each having the rights and restrictions set out in paragraph 2.6 above as shall bring the total nominal amount of the Additional Value Shares and the new Non-Voting Deferred Shares to the total nominal amount of the Ordinary Shares into which the Additional Value Shares are to be converted on the relevant Conversion Date, consolidating all the Non-Voting Deferred Shares and Additional Value Shares to be converted into one Share (the ''Consolidated Share'') and sub-dividing and redesignating the Consolidated Share into the number of Ordinary Shares into which the Additional Value Shares are to be converted;

 
(bb)
consolidating such Additional Value Shares into one share (the ''Consolidated Share'') and sub-dividing and redesignating the Consolidated Share into the number of Ordinary Shares into which the Additional Value Shares are to be converted and as to any balance into Non-Voting Deferred Shares of £0.01 such Non-Voting Deferred Shares being certificated shares having the rights and restrictions set out in sub-paragraph 2.6 above.

 
(B)
Ordinary Shares arising on conversion shall rank pari passu with the Ordinary Shares in issue on the relevant Conversion Date except that the Ordinary Shares so arising will not rank for any dividend or other distribution which has been announced, declared, recommended or resolved on prior to the relevant Conversion Date by the Directors or by the Company in general meeting, if the record date for such dividend or other distribution is on or prior to the relevant Conversion Date.

 
(C)
Unless the Directors otherwise determine, or unless the Uncertificated Securities Regulations and/or the requirements of the relevant system otherwise require, the Ordinary Shares arising on conversion of any Additional Value Shares shall be in certificated form (where the Additional Value Shares converted were, on the date of conversion, in certificated form) or as uncertificated shares (where the Additional Value Shares converted were, on the date of conversion, in Uncertificated Form) provided that if the Company is unable under the facilities and requirements of the relevant system to arrange for Ordinary Shares in respect of the person entitled thereto to be held in Uncertificated Form, such shares shall be in certificated form.

 
(D)
The Company shall procure that there shall be dispatched or made free of charge (but uninsured and at the risk of the holder or the person entitled thereto, or the first-named thereof, as the case may be) a certificate in respect of Ordinary Shares arising on conversion which are, in accordance with sub-paragraph 2.7(xv)(C) above, certificated shares not later than 28 days after the relevant Conversion Date.

 
(E)
For the purposes of this paragraph 2.7(xv), whether any Additional Value Shares are in certificated form or Uncertificated Form on the Conversion Date shall be
 
 
 
48

 
 
determined by reference to the register of members as at 12.01 a.m. on the relevant Conversion Date or such other time as the Directors may (subject to the facilities and requirements of the relevant system concerned) in their absolute discretion determine.
 
 
(F)
The Company shall use reasonable efforts to procure that the Ordinary Shares arising on conversion of Additional Value Shares are admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's market for listed securities at the earliest practicable date.

2.8
Class Rights

The Company may from time to time create, allot and issue further shares, whether ranking pari passu with, in priority to, or behind the Additional Value Shares in any respect (including, without limitation, as to priority in payment of dividends or as to capital in a liquidation of the Company), and such creation, allotment or issue of any such further shares (whether or not ranking in any respect in priority to the Additional Value Shares and whether or not the same confer on the holders voting rights more favourable than those conferred by the Additional Value Shares) shall be deemed not to involve a variation of the rights attaching to the Additional Value Shares for any purpose.

2.9
Additional Limitations

No Additional Value Share shall (save as otherwise specifically set out herein) confer any right to participate in:

 
(i)
the profits or assets of the Company;

 
(ii)
any offer or invitation by way of rights or otherwise to subscribe for additional shares in the capital of the Company; or

(iii)
any future capitalisation or bonus issue of shares in the capital of the Company.
 

 
49

Exhibit 4.31
 


Dated 30 August 2011
 
THE ROYAL BANK OF SCOTLAND plc
 
and
 
NATIONAL WESTMINSTER BANK plc
 
and
 
NATIONAL WESTMINSTER HOME LOANS LIMITED
 
and
 
SANTANDER UK plc
 
 
AMENDED SALE AND PURCHASE AGREEMENT
 
relating to certain operations of the Business Sellers in England and Wales and in Scotland, comprising the Businesses
 
 
 
Linklaters
 
 
 
   
   
Linklaters LLP
One Silk Street
London EC2Y 8HQ
 
 
Telephone (+44) 20 7456 2000
 
Facsimile  (+44) 20 7456 2222
 
   
Ref: M Middleditch / S Branigan / M Honan
 

 
1

 
 
Amended Sale and Purchase Agreement
 
This Agreement is made on 30 August 2011 between :
 
(1)  
THE ROYAL BANK OF SCOTLAND plc ,   a company incorporated in Scotland (registered no SC090312) whose registered office is at 36 St Andrew Square, Edinburgh, EH2 2YB (“ RBS ”);
 
(2)  
NATIONAL WESTMINSTER BANK plc , a company incorporated in England (registered no 929027) whose registered office is at 135 Bishopsgate, London, EC2M 3UR (“ NatWest ”);
 
(3)  
NATIONAL WESTMINSTER HOME LOANS LIMITED , a company incorporated in England (registered no 01449354) whose registered office is at 135 Bishopsgate, London, EC2M 3UR (“ NWHL ”); and
 
(4)  
SANTANDER UK plc , a company incorporated in England (registered no. 02294747) whose registered office is at 2 Triton Square, Regent's Place, London NW1 3AN (the “ Purchaser ”),
 
each being a “ party ” to this Agreement and together comprising the “ parties ” to this Agreement.
 
Whereas :
 
(A)  
The Business Sellers have agreed to sell the Businesses (as defined below) and to assume the obligations imposed on the Business Sellers under this Agreement.
 
(B)  
The Purchaser has agreed to purchase the Businesses and to assume the obligations imposed on the Purchaser under this Agreement.
 
(C)  
The Parties entered into a Sale and Purchase Agreement on 4 August 2010 relating to the sale and purchase of the Businesses (the “ Original Agreement ”). The Parties have agreed that the Original Agreement shall be amended to accommodate changes to the timetable for the sale of the Businesses and the process for and manner of Closing and certain other matters as set out herein.
 
(D)  
Accordingly, this agreement sets out the terms of the Original Agreement, as so amended, and represents the composite agreement between the parties relating to the sale and purchase of the Businesses.
 
It is agreed as follows:
 
1  
Interpretation
 
In this Agreement, unless the context otherwise requires, the provisions in this Clause 1 apply:
 
1.1  
Definitions
 
Act ” means the Financial Services and Markets Act 2000 (as amended);
 
Additional Excluded Products ” means those Excluded Products (a) described in sub-paragraphs (q), (r), (s), (t) and (u) of the definition of “ Excluded Products ” set out in this Clause 1.1, brief details of which as at the date of this Agreement are set out in Schedule
 
 
2

 
 
26; (b) all Products (which, for the avoidance of doubt, does not include any Structured Products) held by Excluded Finance Customers (if any); and (c) any additional Products (other than any credit or charge cards) that are excluded from the transfer of the Businesses after the date of this Agreement in accordance with the provisions of Part B of Schedule 23 or held by Excluded Customers;
 
* * *
 
* * *
 
Agreed Terms ” means, (i) in relation to a document the terms of which are agreed between the Business Sellers and the Purchaser on or prior to the date of the Original Agreement, such document in the terms so agreed and initialled for identification by or on behalf of the Business Sellers and by or on behalf of the Purchaser with such alterations as may be agreed in writing between the Business Sellers and the Purchaser from time to time, (ii) in relation to a document the terms of which are agreed between the Business Sellers and the Purchaser since the date of the Original Agreement and prior to the date of this Agreement, such document in the terms so agreed and initialled for identification by or on behalf of the Business Sellers and by or on behalf of the Purchaser with such alterations as may be agreed in writing between the Business Sellers and the Purchaser from time to time, and (iii) in relation to any document, the terms of which are, in accordance with this Agreement, to be agreed between the Business Sellers and the Purchaser after the date of this Agreement such document in the terms as so agreed in due course;
 
Allocated Employees ” means employees allocated to a Business in accordance with the Allocation Principles;
 
Allocation Principles ” means allocation principles contained in the Data Room, document reference 2.7.3;
 
ANTS ” means Abbey National Treasury Services plc;
 
Assumed Liabilities ” means the liabilities of the Business Sellers or any member of the RBSG Group to be assumed by the Purchaser under or pursuant to Clause 2.2.3 and “ Assumed Liability ” means any one of them;
 
Assumed Liability Claim ” has the meaning given to it in Clause 12.1;
 
Bancassurance Joint Venture ” mean the agreements between RBS and Aviva plc or entities in their respective Groups relating to (i) the joint venture agreement dated 30 March 2006 relating to the operation of RBS Life Investment Limited and (ii) the joint venture agreement dated 31 July 2006 relating to the operation of RBS Collective Investments Limited, each as amended from time to time;
 
Bank Charges Litigation ” means litigation by Customers against the Business Sellers seeking refunds of unarranged overdraft charges on their accounts on the same basis as the claim considered by the English High Court in the test case brought by the Office of Fair Trading against RBS, Abbey National plc, Barclays Bank plc, Clydesdale Bank plc, HBOS plc, HSBC Bank plc, Lloyds TSB Bank plc and Nationwide Building Society which concluded in November 2009;
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
3

 
 
Bank of England’s Discount Window Facility ” means the discount window facility as described in the Bank of England publication entitled “Documentation for the Bank of England’s operations under the Sterling monetary framework” dated 29 March 2010, as the same may be amended, varied or extended from time to time;
 
Bank of England’s Special Liquidity Scheme ” means the special liquidity scheme launched by the Bank of England on 21 April 2008 pursuant to which banks and building societies are permitted to use certain of their assets as collateral in order to borrow UK Treasury Bills;
 
Best Branch ” means a Retail Customer’s predominant branch based sort code designated as such using the test set out in document 20.1 in the Data Room, subject to such derogations therefrom as the parties may agree from time to time through the Joint Implementation Committee in accordance with Schedule 23;
 
Bid Value ” has the meaning given to it in Schedule 21;
 
Books and Records ” means, in the case of each Business, all notices, correspondence, orders, inquiries and other documents and all computer disks or tapes or other machine legible programs or other records (excluding information technology and software but including, without limitation, operational customer and client data and operational account data), in so far as such documents and records relate exclusively to the Business or are required to be held by or in the Businesses (or any of them or their respective owners or controllers) by reason of any Law and Regulations, save in each case for books, records and other documents which (i) the relevant Business Seller is required by Law and Regulations to retain; or (ii) relates to accounting, Tax, insurance or regulatory information; or (iii) the Business Seller is otherwise entitled to retain in accordance with Schedule 10, provided that in the case of any such document or record that relates in part to a Business and is capable of being separated, split or extracted, such part that exclusively relates to the Business shall be so separated, split or extracted and, accordingly, shall constitute Books and Records for the purposes of this Agreement;
 
Business ” means, in the case of each Business Seller:
 
 
(a)  
the Retail Business;
 
 
(b)  
the SME Business; and
 
 
(c)  
the Mid-Corporate Business,
 
in each case as carried on, as the case may be, by NatWest and NWHL at the NatWest Closing, by RBS at the RBS Wales Closing, and by RBS at the RBS England Closing and “ Businesses ” means all the Retail Business, the SME Business and the Mid-Corporate Business taken together;
 
Business Assets ” means, in relation to each Business Seller, all the property, rights and assets agreed to be sold by that Business Seller under Clause 2.2.1 of this Agreement but excluding the Excluded Assets;
 
Business ATMs ” means the automated teller machines located at the Business Properties as set out in Schedule 13;
 
Business Data ” means, in the case of each Business, all Books and Records which are held in electronic form on the systems of the relevant Business Seller;
 
 
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Business Day ” means a day which is not a Saturday, a Sunday or a public holiday in London;
 
Business Intellectual Property ” means, the NatWest Business Intellectual Property and the RBS Business Intellectual Property;
 
Business Properties ” means, in the case of each Business:
 
 
(a)  
the Owned Properties;
 
 
(b)  
the Leasehold Properties; and
 
 
(c)  
the Business Underletting Properties,
 
and “ Business Property ” means any one of them;
 
Business Receivables ” means, in the case of each Business, all book and other debts or sums receivable by, payable to or owed to the relevant Business Seller to the extent that such debts and sums arise in respect of the relevant Business and are outstanding at the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses or the RBS England Closing in respect of the RBS England Businesses whether or not yet immediately due or payable (including trade debts, deposits, prepayments, retrospective rebates and overpayments), and interest thereon, but excluding debts owed to the Business Sellers by any relevant Tax Authority or member of the RBSG Group in respect of Taxation relating to the Business attributable to periods ended on or before, or an Event occurring (or deemed to occur) on or before, the Relevant Closing (such debts in respect of Taxation including, for the avoidance of doubt, any bond or other security issued by any Tax Authority or other governmental agency representing any such debts);
 
Business Seller ” means, RBS, NatWest, or NWHL, as the context may require, and “ Business Sellers ” means RBS, NatWest and NWHL taken together;
 
Business Sellers’ Lawyers ” means Linklaters LLP of One Silk Street, London, EC2Y 8HQ;
 
Business Underletting Properties ” has the meaning given in paragraph 1 of Schedule 3;
 
Capital Allowances Pool ” has the meaning given to it in Clause 3.4;
 
Capital Business Assets ” has the meaning given to it in paragraph 5.1 of Schedule 10;
 
Cash ” means the aggregate amount of any cash in the Businesses, including but not limited to:
 
 
(a)  
cash located at any of the Business Properties, including cash in any till or safe or night safe or drop box;
 
 
(b)  
cash in any Business ATM or cash deposit machine located at a Business Property;
 
 
(c)  
any foreign currency or travellers cheques located at any of the Business Properties; and
 
 
(d)   
cash in transit to or from any Business Property or any Business ATM;
 
Centralised Products ” means all Products not assigned to a branch-based sort code of a Business Seller;
 
 
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Channel Carve-Out ” has the meaning given to it in Clause 6.9;
 
Claims ” means, in the case of each Business Seller, all rights and claims as at the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses of the relevant Business Seller under any warranties, undertakings, covenants, conditions, guarantees or indemnities, whether express or implied and arising under any contract, undertaking or agreement (including each Contract) to which any Business Seller is a party to the extent that such rights or claims relate to the Businesses or Business Assets (including under any acquisition agreement but excluding rights or claims under any policies of insurance (save as set out in Clause 14));
 
Clean Team ” means a restricted group of the Purchaser’s employees who do not have market-facing or strategic responsibilities within the Purchaser’s Group, who may, where the Purchaser provides a Clean Team Confirmation, receive information solely for the purpose of monitoring closely the Businesses and/or implementing the transactions contemplated by this Agreement (the “ Clean Team Purpose ”) but for no other purpose, and who shall, immediately following the RBS England Closing, return or destroy all originals and copies of documents to the extent containing information relating to the Excluded Business, and use reasonable endeavours to permanently erase from any computer or other device any document or data containing such information, and provide confirmation to the relevant Business Seller once this has been completed;
 
Clean Team Confirmation ” means a specific written confirmation that the Clean Team will:
 
 
(a)  
keep the commercially sensitive information confidential;
 
 
(b)  
only use the commercially sensitive information for the purpose for which it was provided by the relevant Business Seller;
 
 
(c)  
either:
 
 
(i)  
not disclose or discuss the commercially sensitive information with any employee of the Purchaser who has market-facing or strategic responsibilities within the Purchaser’s Group; or
 
 
(ii)  
ensure that any employee of the Purchaser who has market-facing or strategic responsibilities within the Purchaser’s Group and to whom the commercially sensitive information is to be disclosed provides a personal undertaking (x) not to use the information for any purpose other than the Clean Team Purpose or, following the signing of such personal undertaking and receipt of such signed personal undertaking by the Business Sellers, to discuss with the relevant Business Seller whether the information is of a nature that does not require a Clean Team; and (y) not to disclose the information to any person who is not a member of the Clean Team or who has not provided a personal undertaking in relation to that information as described in this paragraph (c)(ii); and
 
 
(d)  
act in accordance with any additional protections which the parties may agree from time to time;
 
 
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Client Agreements ” means, in the case of each Business, those contracts, commitments, engagements, undertakings, arrangements, mandates and agreements (including any loan agreements, facility agreements and other credit agreements), entered into or orders made by or on behalf of, or the benefit of which is held in trust for or has been assigned to, the relevant Business Seller with Customers in respect of the Products, any PPAs, Safe Custody Agreements, the GBM Client Agreements and the GTS Client Agreements in each case which were entered into in the course of such Business on or before the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, or the RBS England Closing in respect of the RBS England Businesses to the extent that, immediately before the Relevant Closing, the same remain to be completed or performed (in whole or in part) or remain in force but excluding all Loan Guarantees/Security (or any other agreements, deeds and other documents or instruments pursuant to which any relevant Business Seller is entitled to the benefit of any guarantee, indemnity, rental assignment, mortgage or security interest);
 
Closing ” means any of the NatWest Closing, the RBS Wales Closing or the RBS England Closing as the context may require; and “ Closings ” shall mean the NatWest Closing, the RBS Wales Closing and the RBS England Closing;
 
Closing Date ” means the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as the context may require;
 
Closing Statement Expert Accountants ” means an internationally recognised firm of accountants (with a specialist forensics or dispute resolution department or group) to be agreed by the Business Sellers and the Purchaser within seven days of a notice by one to the other requiring such agreement or failing such agreement in such period to be nominated on the application of either of them by or on behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales;
 
Closing Statements ” means the NatWest Closing Statement, the RBS Wales Closing Statement and the RBS England Closing Statement and “ Closing Statement ” shall mean the NatWest Closing Statement, the RBS Wales Closing Statement or the RBS England Closing Statement as the context may require;
 
Complex SME Customers ” means those SME Customers who, as at the NatWest Closing, use Bankline or such other products and services which the Purchaser does not have the information technology to support and the parties agree should migrate to the Purchaser on the Mid-Corporate and Complex SME Data Migration Dates (which as at the date of the Original Agreement were approximately 75,000 SME customers);
 
Confidentiality Agreement ” means the confidentiality agreement dated 22 February 2010 between RBSG and the Purchaser pursuant to which the RBSG Group made available to the Purchaser certain confidential information relating to the Businesses;
 
Contracts ” means, in the case of each Business:
 
 
(a)  
all contracts, undertakings, arrangements and agreements, whether written or otherwise, in each case entered into on or prior to the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses by or on behalf of, or the benefit of which is held in trust for or has
 
 
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been assigned to, any of the Business Sellers predominantly in the course of that Business, and to the extent that immediately prior to the Relevant Closing the same remain to be completed or performed (in whole or in part) or remain in force except Client Agreements and Loan Guarantees/Security (or any other agreements, deeds and other documents or instruments pursuant to which any relevant Business Seller is entitled to the benefit of any guarantee, indemnity, rental assignment, mortgage or security interest); and
 
 
(b)  
the Client Agreements (including the GTS Client Agreements and the GBM Client Agreements) related to that Business,
 
but excluding:
 
 
(i)  
employment and other agreements (excluding Client Agreements) with Relevant Employees;
 
 
(ii)  
contracts of insurance;
 
 
(iii)  
contracts, arrangements and agreements in respect of treasury hedging;
 
 
(iv)  
leases and any other related or similar agreements, undertakings and arrangements with respect to the Business Properties (to which the provisions set out in Schedule 3 shall apply); and
 
 
(v)  
all contracts, undertakings, agreements or binding arrangements which form part of or relate to the Excluded Assets and (other than in relation to Client Agreements) which do not predominantly relate to any Business,
 
and “ Contract ” means any of them;
 
Court ” means the High Court of England and Wales;
 
Court Order ” means the order of the Court sanctioning the Scheme pursuant to Section 111 of the Act and making provision pursuant to Section 112(1) of the Act to be agreed in accordance with Clause 4.4;
 
 “ Current Employees ” means those employees of the RBSG Group wholly or mainly assigned to a Business at the date of the Original Agreement and the Allocated Employees whose details are listed in Schedule 20;
 
Customer Helpline ” has the meaning given to it in Clause 6.10;
 
Customer Records   means Books and Records of the Businesses which are in electronic format (including without limitation such paper records to the extent held in an image library) and which comprise or relate to Client Agreements (including without limitation account statements, correspondence with Customers, transaction histories and application documentation);
 
Customers ” means the Retail Customers, SME Customers and Mid-Corporate Customers (but excluding any Excluded Finance Customers and Excluded Customers);
 
Data Migration ” means, in relation to the SME Business (to the extent it does not relate to Complex SME Customers) and the Retail Business, the processes and procedures to be carried out by the relevant Business Seller and the Purchaser to migrate the Business Data in relation to the SME Business (to the extent it does not relate to Complex SME Customers) and the Retail Business from the systems of that Business Seller to the systems of the Purchaser at the NatWest Closing in respect of the NatWest Businesses,
 
 
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the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, in accordance with the Separation Plan;
 
Data Room ” has the meaning ascribed to it in paragraph 2 of the General Disclosures section of the Disclosure Letter;
 
Disclosure Letter ” means the letter dated the same date as the Original Agreement from the Business Sellers to the Purchaser disclosing certain information in relation to the Seller Warranties;
 
Draft Closing Statements ” has the meaning given to it in Clause 8.1;
 
Effective Time ” means the NatWest Effective Time, the RBS Wales Effective Time or the RBS England Effective Time, as the context may require;
 
Employee Share Plans ” means the 2007 UK Shareholder Plan, the 2010 Deferral Plan, the 2000 All Employee Share Ownership Plan and the 2010 Long Term Incentive Plan;
 
Encumbrance ” means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party right or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing, other than repairer’s or similar liens or supplier’s retentions of title arising in the ordinary course of business but including any of the foregoing arising from the participation by any Business Seller or any member of the RBSG Group in the Government Asset Protection Scheme, the Bank of England’s Special Liquidity Scheme or any other scheme initiated or sponsored by the UK government, the Bank of England, the European Union, the European Central Bank, the European Investment Bank or any other Regulatory Authority and excluding in each case, for the avoidance of doubt, any right, agreement, arrangement or obligation that may have been created or entered into between a Customer and one or more persons who are not members of the RBSG Group;
 
Estimated NatWest Tangible Net Asset Value ” means the Business Sellers’ good faith estimate of the aggregate amount of the tangible net assets of the NatWest Businesses at the Natwest Closing Date, which estimate shall be notified by RBS to the Purchaser pursuant to Clause 7.4 and added to (in the case of a positive number) or deducted from (in the case of a negative number) the NatWest Bid Value for the purposes of Clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5;
 
Estimated RBS England Tangible Net Asset Value ” means the Business Sellers’ good faith estimate of the aggregate amount of the tangible net assets of the RBS England Businesses at the RBS England Closing Date, which estimate shall be notified by RBS to the Purchaser pursuant to Clause 7.4 and added to (in the case of a positive number) or deducted from (in the case of a negative number) the RBS England Bid Value for the purposes of Clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5;
 
Estimated RBS Wales Tangible Net Asset Value ” means the Business Sellers’ good faith estimate of the aggregate amount of the tangible net assets of the RBS Wales Businesses at the RBS Wales Closing Date, which estimate shall be notified by RBS to the Purchaser pursuant to Clause 7.4 and added to (in the case of a positive number) or deducted from (in the case of a negative number) the RBS Wales Bid Value for the purposes of Clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5;
 
 
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Estimated Tangible Net Asset Value ” means the aggregate of the Estimated RBS Wales Tangible Net Asset Value, the Estimated NatWest Tangible Net Asset Value and the Estimated RBS England Tangible Net Asset Value;
 
Event ” includes any transaction, action or omission, any change in the residence of any person for the purposes of any Tax, the death of any person or the dissolution of any company or partnership and a Relevant Closing;
 
Excluded Assets ” means the assets, properties and rights described in Clause 2.2.2 and “ Excluded Asset ” means any one of them;
 
Excluded Business ” means any business carried on by a member of the RBSG Group to the extent it relates to the sale or provision of Excluded Products or any business carried on by a member of the RBSG Group to the extent it relates to the sale or provision of Products to customers of the RBSG Group who are not Customers;
 
Excluded Customers ” means (a) those Customers who the Joint Implementation Committee agrees shall be excluded from the Businesses in accordance with Part B of Schedule 23 and (b) any Customers for whom the Best Branch is sort code 161926 (Farnborough branch including Holts);
 
Excluded Finance Customers ” means those customers (if any) who hold Structured Products and who would otherwise be Customers but for their exclusion from the Businesses pursuant to Clause 2.11;
 
Excluded Liabilities ” means the debts, liabilities and obligations described in Clause 2.2.4 and “ Excluded Liability ” means any one of them;
 
Excluded Mortgages ” means:
 
 
(a)  
any Securitised Mortgages;
 
 
(b)  
mortgages under the “One Account”, “First Active”, “Virgin One” or “NatWest One” name or brand, any lifetime mortgages, any RBS CAMs (current account mortgages);
 
 
(c)  
any mortgage or mortgage application excluded from the transfer of the Businesses in accordance with the provisions of paragraph 4.7 of Part B of Schedule 23; and
 
 
(d)  
the Relevant Mortgage Manager Platform Mortgages;
 
Excluded Products ” means all products and services sold or provided to customers of the RBSG Group by members of the RBSG Group other than the Products. The following are not Products and shall therefore be Excluded Products:
 
 
(a)  
Excluded Mortgages;
 
 
(b)  
products and services provided by or in connection with the Global Transaction Services businesses of the RBSG Group;
 
 
(c)  
all products offered, placed or provided by the Global Banking and Markets business of the RBSG Group (including deposits, money market deposits and structured product deposits) and any services provided by or in connection with the Global Banking and Markets business of the RBSG Group but excluding all products and/or transactions entered into pursuant to or governed by any GBM Client Agreement;
 
 
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(d)  
insurance products and services (including any payment protection insurance products or services);
 
 
(e)  
products and services provided by or in connection with any private banking or wealth management activity or business carried on under the “Coutts”, “RBS Coutts”, “Drummonds”, “Child & Co”, “Citizens” or “Adam & Company” name or brand;
 
 
(f)  
regulatory products (being income arising from the sale of wealth management products by people who are Approved Persons (as defined in the FSA Rules) and regulated investment products);
 
 
(g)  
financial planning products provided through the joint venture and any previous joint venture arrangements between the RBSG Group and Aviva;
 
 
(h)  
products and services provided by or in connection with any business (including asset finance business) carried on under the “Lombard” name or brand and in connection with any loans from Lombard Direct Loans;
 
 
(i)  
products and services provided by or in connection with the business carried on under the “Directline” brand or name and in connection with any loans from Directline;
 
 
(j)  
products and services provided by or in connection with any invoice finance business carried on under the “RBS Invoice Finance” name or brand;
 
 
(k)  
all products provided under the name “RBS Bank of China” and offered to Chinese nationals (including, in particular, all products offered to Chinese nationals pursuant to various referral agreements between the Business Sellers and Bank of China);
 
 
(l)  
all products previously provided under the name “Welcome” and offered to non-UK resident customers (including, in particular, “Welcome” current accounts offered to non-UK resident Polish customers and “Welcome” current accounts offered to non-UK resident Indian customers) and now provided to those customers via the “Step” account;
 
 
(m)  
any Products that have been written off by the Business Sellers in accordance with RBSG Group’s standard accounting policies and, following the date of the Original Agreement, in accordance with Clause 5;
 
 
(n)  
any Excluded Safe Custody Agreement and any safe custody items relating thereto;
 
 
(o)  
stockbroking products and services provided through the joint venture between RBS and Toronto-Dominion Bank;
 
 
(p)  
investment, protection and pension products and services distributed by Independent Financial Services Limited;
 
 
(q)  
products or services provided by or in connection with any banking activity or business carried out in connection with the “Holts” name or brand or branch situated in Farnborough (sort code 161926);
 
 
(r)  
any savings accelerator products and connected services;
 
 
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(s)  
any commercial accounts in currencies with more than two decimal places (which, as at the date of this Agreement, were approximately 20 accounts in Middle Eastern currencies);
 
 
(t)  
any commercial accounts in low volume foreign currencies (which, as at the date of this Agreement, were approximately 18 accounts in 7 currencies - Hungarian Forint, Israeli Shekel, Indian Rupee, Saudi Riyal, Singaporean Dollar, Thai Bhat and New Turkish Lira);
 
 
(u)  
any Sharia-law governed loans or products;
 
 
(v)  
any products in which a member of the RBSG Group is the customer; and
 
 
(w)  
any other product which the Joint Implementation Committee agrees shall be an Excluded Product in accordance with Part B of Schedule 23;
 
Excluded Safe Custody Agreement ” has the meaning given to it in Clause 2.9;
 
Excluded SME Customer ” means:
 
 
(a)  
in respect of each Business Seller, a Relationship Managed SME Customer (other than a customer of the Business Sellers’ “Direct” banking business) who has Products with that Business Seller on both a Transferring Sort Code and a Retained Sort Code and the relationship manager for such customer is located in Scotland (in the case of a Relationship Managed SME Customer of RBS) or in England or Wales (in the case of a Relationship Managed SME Customer of NatWest); and
 
 
(b)  
for the avoidance of doubt, those SME Customers listed in Schedule 19;
 
Expert Accountants ” means the forensics department or group of an internationally recognised firm of accountants (with a specialist forensics or dispute resolution department or group) to be agreed by the Business Sellers and the Purchaser or failing such agreement to be nominated on the application of either of them by or on behalf of the President for the time being of the Institute of Chartered Accountants in England and Wales;
 
Final Bid Value ” has the meaning given to it in Schedule 21;
 
* * *
 
Friends and Family Assets ” means the Business Assets owned by the relevant Business Seller in respect of the Friends and Family Customers;
 
Friends and Family Customers ” means those Customers to be transferred to the Purchaser pursuant to the Friends and Family Transfer as agreed by the Joint Implementation Committee in accordance with Part B of Schedule 23;
 
Friends and Family Transfer ” has the meaning given to it in paragraph 3.1 of Part B of Schedule 23;
 
Friends and Family Transfer Date ” means any date on which a Friends and Family Transfer takes place;
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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FSA ” means the Financial Services Authority of the United Kingdom (or any successor authority or authorities carrying out banking and/or insurance regulatory functions in the United Kingdom from time to time);
 
FSA Handbook ” means the handbook of rules and guidance issued by the FSA from time to time;
 
FSA Rules ” means the rules and guidance made by the FSA from time to time under the FSMA which are currently set out in the FSA Handbook;
 
FSMA ” means the Financial Services and Markets Act 2000 (as amended or replaced);
 
Further Allocated Employees ” means employees allocated to a Business between the date of the Original Agreement and the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) in accordance with the Allocation Principles;
 
GBM Client Agreement ” means those contracts, commitments, engagements, undertakings, arrangements, mandates and agreements entered into or orders made by or on behalf of, or the benefit of which is held on trust for or has been assigned to, the relevant Business Seller with a Customer relating to any complex LIBOR loans, LIBOR loans, base rate loans, currency deposits, spot FX, FX forward positions, FX options, commodity derivative transactions, interest rate hedging transactions and other derivative hedge positions, other than spot FX, FX forward positions, FX options, commodity derivative transactions, interest rate hedging transactions and other derivative hedge positions with an RBSG Group GBM Customer;
 
 “ Good Industry Practice ” means practices, methods and procedures (or one of a range of practices, methods and procedures) which would at the relevant time be adopted by a financial services business in the United Kingdom with the objective of complying with Law and Regulations and which would reasonably be expected to be adopted by a financial services business similar to that carried on by the Business Sellers;
 
Goodwill ” means, in the case of each Business, the goodwill of each relevant Business Seller to the extent that it relates to that Business as at the Relevant Closing with the exclusive right to carry on that Business in succession to the relevant Business Seller, including goodwill which relates to the trade marks, service marks or trade names set out in Part 1 of Schedule 4 but excluding goodwill which relates to any other trade marks, service marks or trade names which are used both (i) in relation to one or more of the Businesses; and also (ii) used by one or more other businesses or operations of any member of the RBSG Group which are not the Businesses;
 
Government Asset Protection Scheme ” means the asset protection scheme entered into between RBS and the UK government on 26 November 2009 (as such scheme may be amended or varied from time to time);
 
Group ” in relation to any person, means any holding company, subsidiary or subsidiary undertaking of such person or any subsidiary or subsidiary undertaking of any such holding company;
 
Group Retirement Benefit Arrangement ” has the meaning given to it in paragraph 6.5 of Schedule 14;
 
 
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GTS Client Agreements ” means those contracts, commitments, engagements, undertakings, arrangements, mandates and agreements entered into or orders made by or on behalf of, or the benefit of which is held on trust for or has been assigned to, the relevant Business Seller with a Customer under, pursuant or in relation to which any GTS Instrument is or may be issued, in each case (i) entered into prior to the NatWest Closing, in respect of the NatWest Businesses, the RBS Wales Closing, in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, by a Business Seller with a GTS Customer and (ii) if and to the extent that immediately prior to the Relevant Closing the same remains to be completed or performed (in whole or in part) by that Business Seller or remains in force;
 
GTS Customers ” means those Customers who are party to a GTS Client Agreement at (i) the NatWest Closing, in respect of the NatWest Businesses; (ii) the RBS Wales Closing, in respect of the RBS Wales Businesses; and (iii) the RBS England Closing, in respect of the RBS England Businesses;
 
GTS Instruments ” means each import or documentary letter of credit, bond, bank guarantee or standby letter of credit issued prior to the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, or the RBS England Closing in respect of the RBS England Businesses, pursuant or in relation to a GTS Client Agreement by a Business Seller to a third party beneficiary (for the avoidance of doubt, other than a Customer or GTS Customer), in each case if and to the extent that immediately prior to the Relevant Closing the same remains to be completed or performed (in whole or in part) by that Business Seller or remains in force, uncancelled and unreleased;
 
Hedged Contracts ” means the NatWest Hedged Contracts, the RBS England Hedged Contracts and the RBS Wales Hedged Contracts, and “ Hedged Contract ” means any one of them;
 
Hedging ISDA ” means the new ISDA Master Agreement and Schedule thereto to be entered into between RBS and ANTS prior to the NatWest Effective Time in accordance with the provisions of Clause 9.11 of this Agreement, which shall be based on the ISDA Master Agreement dated as of 28 April 1997 between RBS and ANTS but shall not have any Credit Support Annex thereto;
 
HMRC Clearance ” has the meaning given to it in paragraph 2.1 of Schedule 10;
 
HM Treasury ” means Her Majesty’s Treasury:
 
IFRS ” means the International Financial Reporting Standards as issued by the International Accounting Standards Board (“ IASB ”) and the official interpretations issued by the International Financial Reporting Interpretations Committee of the IASB as adopted by the European Union;
 
Indemnified GTS Collateral ” has the meaning given to such term in Clause 9.12 (Obligation in respect of GTS Instruments);
 
In-Flight Products ” has the meaning given to it in paragraph 12.1 of Part B of Schedule 23;
 
Information Memorandum ” means the information memorandum concerning the Businesses provided to the Purchaser by or on behalf of RBSG on or about 23 February 2010;
 
 
14

 
 
* * *
 
Insurance Claim ” means a claim relating to an Insured Event made, or to be made, by the relevant Business Seller or, as the case may be, by the relevant member of the RBSG Group, to its insurers pursuant to any relevant insurance policy;
 
Insured Event ” means any event or omission which occurs to the extent that it relates to any of the Businesses and which is an event which is covered by any insurance policy held by any Business Seller or any member of the RBSG Group;
 
Intellectual Property ” means trade marks, service marks, trade names, domain names, get-up, logos, patents, inventions, registered and unregistered design rights, copyrights (including rights in software), database rights, trade secrets, know-how, rights in information and all other similar rights in any part of the world, whether or not such rights are registered, and including any applications and rights to apply for such registrations;
 
Joint Implementation Committee ” has the meaning given to it in Clause 6.2.1;
 
Law and Regulations ” means any applicable law, regulation or ordinance or any direction, instruction, pronouncement, requirement, decision of or contractual obligation owed to an applicable Regulatory Authority (including any relevant antitrust laws);
 
Leaseback Properties ” has the meaning given to it in paragraph 1 of Schedule 3;
 
Leasehold Properties ” has the meaning given to it in paragraph 1 of Schedule 3;
 
Leases ” has the meaning given to it in paragraph 1 of Schedule 3;
 
Liability ” means, with respect to any person, any indebtedness, liability or obligation of such person of any kind, character or description whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required by IFRS to be accrued in the financial statements of such person;
 
LIBOR ” means the British Bankers’ Association Interest Settlement Rate for deposits in £ (Pounds Sterling) for a period of three months which appears on the relevant Reuters Screen rounded upwards to four decimal places at approximately 11.00 am (London Time) on the day specified for the determination of an interest rate (or, if such day is not a Business Day, such rate from the immediately preceding Business Day) and, if no such screen rate is available, a replacement rate or service agreed between RBS and the Purchaser (such agreement not to be unreasonably withheld or delayed) or, in the absence of such agreement, the arithmetic mean of the rates quoted by the principal London offices of each member of the British Bankers Association LIBOR Contributor Panel for Pounds Sterling to leading banks in the London interbank market;
 
Loan Guarantees/Security ” means all agreements, deeds and other documents or instruments pursuant to which any relevant Business Seller is entitled to the benefit of any guarantee, indemnity, rental assignment, mortgage or security interest guaranteeing and/or securing any liability resulting from or in connection with any of the Client Agreements and any subordination document granted in connection with any of the Client Agreements (in each case excluding any Retain Retail Mortgage) in each case which was entered into in the course of any of the Businesses on or before the Friends and Family Transfer Date in
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
15

 
 
respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses to the extent that, immediately before the Relevant Closing, the same remained to be completed or performed (in whole or in part) or remain in force; and “ Loan Guarantee/Security ” means any one of them;
 
Loan Impairment Amount ” has the meaning given to it in paragraph 3.1.2 of Part 3 of Schedule 12;
 
Long Life Assets ” has the meaning given to it in paragraph 6.1 of Schedule 10;
 
Long Stop Date ” means (subject to Clause 4.2.3) ** * (unless otherwise agreed by the Business Sellers and the Purchaser in writing);
 
Losses ” means all losses, liabilities, damages, costs (including legal costs and expenses, experts’ and consultants’ fees, expenses and costs and expenses of investigation and enforcement), charges, expenses, actions, proceedings, claims (including compensation claims), damages, interest, fines, penalties, awards, judgments, settlements and demands;
 
***
 
Mid-Corporate and Complex SME Data Migration ” means, in relation to the Mid-Corporate Business and the SME Business (to the extent it relates to the Complex SME Customers), the processes and procedures to be carried out by the relevant Business Seller and the Purchaser to migrate the Business Data in relation to the Mid-Corporate Business and the SME Business (to the extent it relates to the Complex SME Customers) from the systems of that Business Seller to the systems of the Purchaser in accordance with Clause 6.5.3 and in accordance with the Separation Plan;
 
Mid-Corporate and Complex SME Data Migration Dates ” means the dates on which the parties agree that the Mid-Corporate and Complex SME Data Migration shall occur;
 
Mid-Corporate Business ” means, in the case of each Business Seller, the banking business carried on by that Business Seller at the NatWest Closing in respect of the NatWest Businesses, at the RBS Wales Closing in respect of the RBS Wales Businesses, and at the RBS England Closing in respect of the RBS England Businesses to the extent it involves the sale or provision of any and all Products (including all Centralised Products and Products on Retained Sort Codes and Transferring Sort Codes) to the Mid-Corporate Customers but in all cases excluding any Excluded Business, the SME Business and the Retail Business;
 
Mid-Corporate Customers ” means, subject to Clause 2.8, those customers of the Business Sellers whose customer identification numbers are set out in Schedule 17 (excluding any Excluded Finance Customers and any Excluded Customers). For the avoidance of doubt, Mid-Corporate Customers shall not include any persons with a customer identification number set out in Schedule 22;
 
Model Office Transfers ” has the meaning given to it in paragraph 2.1 of Part B of Schedule 23;
 
Monitoring Trustee ” means the Monitoring Trustee appointed by RBSG by way of the Monitoring Trustee Mandate pursuant to the commitments in case State aid No N 422/2009
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
16

 
 
and N 621/2009 dated 20 May 2010 and approved by the European Commission on 17 May 2010;
 
 “ Moveable and Immovable Assets ” means in the case of each Business where a Business Property is being acquired, the plant and machinery, vehicles and other equipment (including information technology, telephony infrastructure, furniture, fixtures and fittings) owned by any of the Business Sellers or any member of the RBSG Group and used predominantly by any Business Seller for the purposes of that Business or (other than in respect of information technology) situate (or normally situate) at such a Business Property subject to the terms and conditions of the relevant lease in each case at the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses;
 
NatWest Bid Value ” means that part of the Final Bid Value to be allocated to the NatWest Businesses in accordance with Schedule 9, such amount to be allocated between NatWest and NWHL;
 
NatWest Business Assets ” means the Business Assets owned by NatWest and NWHL;
 
NatWest Businesses ” means the Businesses to the extent they are carried on by NatWest or NWHL;
 
NatWest Business Intellectual Property ” means all ownership rights held by any member of the RBSG Group in Intellectual Property (excluding (a) any trade marks other than those listed in paragraph 1.5 of Part 1 of Schedule 4 and (b) information technology and software other than that comprising, installed on or incorporated in any Moveable Asset) which was used exclusively in the course of the NatWest Business at or immediately before the NatWest Closing;
 
NatWest Closing ” means the completion of the sale of the NatWest Businesses pursuant to Clause 7 of this Agreement;
 
NatWest Closing Date ” means the date on which the NatWest Closing takes place;
 
NatWest Closing Statement ” means a statement setting out the aggregate amount of the tangible net assets of the NatWest Businesses as at the NatWest Closing, to be prepared by the Business Sellers in accordance with Clause 8 and Parts 1 and 2 of Schedule 12, as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 12;
 
NatWest Effective Time ” means the date and time on which the NatWest Businesses (excluding any Non-Scheme Assets) transfer under the Scheme according to its terms, which, as set out in the Separation Plan as at the date of this Agreement, is expected to be ** *
 
NatWest Hedged Contract ” means each derivative transaction governed by, subject to or embedded within a Client Agreement, the benefit and burden of which transfers to the Purchaser at NatWest Closing in accordance with the terms of this Agreement, and in respect of which (a) a member of the RBSG Group has entered into a related hedge position on or prior to NatWest Closing in respect of the NatWest Businesses and (b) in relation to a derivative transaction embedded within a Client Agreement, the terms of that derivative transaction are replicated in one or more specific internal hedge position(s) between the Corporate Banking Division of the RBSG Group and the Global Banking and
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
17

 
 
Markets Division of the RBSG Group entered in the books and records of the RBSG Group;
 
NatWest Portfolio Swap(s) ” means the business to business portfolio derivative transaction(s) relating to the NatWest Hedged Contracts described in, and to be finalised in accordance with, Clause 9.11 of this Agreement to be entered into by RBS and ANTS at NatWest Closing and each evidenced by a Confirmation to the Hedging ISDA;
 
NatWest Purchase Price ” has the meaning given to it in Clause 3.1;
 
NatWest Relevant Employees ” means those Relevant Employees wholly or mainly assigned to the NatWest Businesses at the NatWest Closing Date (as determined by the Business Sellers);
 
NatWest Tangible Net Asset Value ” means the aggregate amount of the tangible net assets of the NatWest Businesses at the NatWest Closing, as shown in the NatWest Closing Statement (which amount may be a positive or negative number);
 
NatWest Trade Marks ” has the meaning given to it in paragraph 1.3 of Part 3 of Schedule 4;
 
NatWest Transitional Trade Mark Licence ” means the non-exclusive, royalty free transitional trade mark licence to be entered into at the NatWest Closing in respect of the NatWest Trade Marks in accordance with the terms of Part 2 of Schedule 4;
 
Non Relationship Managed SME Customers ” means business customers who at the relevant time on or prior to the Relevant Closing have a Product held on a Transferring Sort Code, other than Relationship Managed SME Customers, Excluded SME Customers, Excluded Customers and Excluded Finance Customers;
 
Non-Scheme Assets ” has the meaning given to it in Clause 4.5.1;
 
Notice ” has the meaning given to it in Clause 16.13;
 
Order ” means The Value Added Tax (Special Provisions) Order 1995, SI 1995/1268, as variously amended;
 
Other Business Assets ” means, in the case of each Business, such assets, properties and rights as are owned by the relevant Business Seller or any other member of the RBSG Group and used and/or held exclusively for the purposes of that Business at the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses (including Cash at the Relevant Closing but excluding the Excluded Assets and any other assets falling within Clause 2.2.1(i)-(x));
 
Owned Properties ” has the meaning given to it in paragraph 1 of Schedule 3;
 
Part 8 Claim Form ” means the claim form to be agreed in accordance with Clause 4.4 between the Purchaser and the Business Sellers to be presented to the Court in respect of the Scheme;
 
Payment Date ” means the date falling five Business Days after the date on which the process described in paragraph 3 of Part 1 of Schedule 12 for the preparation and determination of the Closing Statements is complete;
 
Payments Co-Existence Agreement ” has the meaning given to it in paragraph 9.1 of Part B of Schedule 23;
 
 
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Permits ” has the meaning given to it in paragraph 7.1 of Schedule 14;
 
Physical Data Room ” has the meaning ascribed to it in paragraph 2 of the General Disclosures Section of the Disclosure Letter;
 
Portfolio Swaps ” means the NatWest Portfolio Swap(s), the RBS England Portfolio Swap(s) and the RBS Wales Portfolio Swap(s);
 
PPA ” means an agreement between either:
 
 
(i)  
West Register (Investments) Limited, a Business Seller and a Customer or guarantor; or
 
 
(ii)  
a Business Seller and a Customer or guarantor,
 
pursuant to which the Customer or guarantor agrees to pay, at a particular point in time or upon the occurrence of a particular event and subject to certain conditions, a fee to West Register (Investments) Limited or the Business Seller based on the value of a specific real estate asset owned by the Customer and the Customer or guarantor’s liability under such agreement is secured by a legal charge over the real estate asset referenced in such agreement and any deed of priority or fee agreement second charge relating thereto;
 
Pre-Closing Taxation ” means Taxation arising in relation to any period for Taxation purposes ending on or before the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses or, in relation to any period which begins before the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses and ends after the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, that part of such period that ended on the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses and (in the case of any Taxes which are not computed by reference to periods) any Taxation arising by reference to an Event which occurred on or before the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, in each case where such Taxation (a) arises in respect of a Business or (b) is Taxation for which any Business Seller is primarily liable, but excluding
 
 
(a)
any such Taxation which is attributable to receipts, income, profits or gains earned or received by or accruing to any member of the Purchaser’s Group, or any purchaser, assignee or other transferee therefrom (not being a Business Seller or a member of a Business Seller’s Group), after the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales
 
 
19

 
 
Businesses, and the RBS England Closing in respect of the RBS England Businesses; or
 
 
(b)
any such Taxation which would not have arisen but for a voluntary Event caused or carried out by the Purchaser or any other member of the Purchaser’s Group after the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses; or
 
 
(c)
any VAT or Transaction Taxes or stamp duty in respect of which any of Clauses 3.5, 16.10, 16.11, and 16.12 and Schedule 10 apply;
 
***
 
***
 
***
 
***
 
Procedures and Policies ” has the meaning given to it in paragraph 5.5 of Schedule 14;
 
Product Name ” means any unregistered trade mark, service mark or trade name or other form of words owned by any member of the RBSG Group and used as the product name of any of the Products, excluding any part of such product name to the extent that it reproduces or includes any RBS Trade Marks or NatWest Trade Marks;
 
Products ” means, in the case of each Business, all products sold or provided to customers of the Business Sellers by the Business Sellers which fall within the categories set out below:
 
 
(a)  
savings accounts;
 
 
(b)  
current accounts;
 
 
(c)  
mortgages (other than Excluded Mortgages);
 
 
(d)  
in the case of the Retail Business, personal loans;
 
 
(e)  
in the case of the SME Business and Mid-Corporate Business, commercial loans;
 
 
(f)  
in the case of the SME Business and Mid-Corporate Business, commercial deposits (including base rate and money market deposits) and other products sold or provided to Customers pursuant to a GBM Client Agreement;
 
 
(g)  
overdrafts;
 
 
(h)  
credit and charge cards (other than any co-branded credit cards and charge cards and, for the purposes of this Agreement, any reference to “credit cards” and/or “charge cards” shall be interpreted to exclude any co-branded credit cards and charge cards); and
 
 
(i)  
any structured finance and leveraged finance products held by SME Customers and Mid-Corporate Customers which the Purchaser has elected to include in the Businesses in accordance with Clause 2.11 (but only in respect of those Customers who have been reviewed as part of the due diligence conducted by or
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
20

 
 
on behalf of the Purchaser as described in Clause 2.11 and in respect of which any such election relates),
 
including, but not limited to, the Products listed in Schedule 16;
 
Pro Forma Financial Information ” means the financial information for the Businesses for the twelve month period ended on the Pro Forma Financial Information Date, set out in document A.25 of the Data Room;
 
Pro Forma Financial Information Date ” means 31 December 2009;
 
Property Third Party Consents ” has the meaning given to it in Schedule 3;
 
Purchase Price ” has the meaning given to it in Clause 3.1;
 
* * *
 
* * *
 
Purchaser’s Group ” means the Purchaser and the members of its Group from time to time;
 
Rainbow Data ” means information regarding Customers retrievable from a database maintained by any member of the RBSG Group (including any such database to which any member of the RBSG Group has access following the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses or the RBS England Closing in respect of the RBS England Businesses);
 
RBS Businesses ” means the RBS Wales Businesses and the RBS England Businesses;
 
RBS Business Intellectual Property ” means all ownership rights held by any member of the RBSG Group in Intellectual Property (excluding (a) any trade marks other than those listed in paragraph 1.5 of Part 1 of Schedule 4 and (b) information technology and software other than that comprising, installed on or incorporated in any Moveable Asset) which was used exclusively in the course of the RBS Businesses at or immediately before the RBS Wales Closing;
 
RBS England Bid Value ” means that part of the Final Bid Value to be allocated to RBS in respect of the RBS England Businesses in accordance with Schedule 9;
 
RBS England Business Assets ” means the Business Assets in respect of the RBS England Businesses;
 
RBS England Businesses ” means the Businesses to the extent they are carried on by RBS in England;
 
RBS England Closing ” means the completion of the sale of the RBS England Businesses pursuant to Clause 7 of this Agreement;
 
RBS England Closing Date   means the date on which the RBS England Closing takes place;
 
RBS England Closing Statement ” means a statement setting out the aggregate amount of the tangible net assets of the RBS England Businesses as at the RBS England Closing
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
21

 
 
to be prepared by the Business Sellers in accordance with Clause 8 and Parts 1 and 2 of Schedule 12 as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 12;
 
RBS England Effective Time ” means the date and time on which the RBS England Businesses (excluding any Non-Scheme Assets) transfer under the Scheme according to its terms, which as set out in the Separation Plan as at the date of this Agreement is expected to be * * *
 
RBS England Hedged Contracts ” means each derivative transaction governed by, subject to or embedded within a Client Agreement, the benefit and burden of which transfers to the Purchaser at the RBS England Closing in accordance with the terms of this Agreement, and in respect of which (a) a member of the RBSG Group has entered into a related hedge position on or prior to RBS England Closing in respect of the RBS England Businesses and (b) in relation to a derivative transaction embedded within a Client Agreement, the terms of that derivative transaction are replicated in one or more specific internal hedge position(s) between the Corporate Banking Division of the RBSG Group and the Global Banking and Markets Division of the RBSG Group entered in the books and records of the RBSG Group;
 
RBS England Portfolio Swap(s) ” means the business to business portfolio derivative transaction(s) relating to the RBS England Hedged Contracts described in, and to be finalised in accordance with, Clause 9.11 of this Agreement to be entered into by RBS and ANTS at the RBS England Closing and each evidenced by a Confirmation to the Hedging ISDA;
 
RBS England Purchase Price ” has the meaning given to it in Clause 3.1;
 
RBS England Tangible Net Asset Value ” means the aggregate amount of the tangible net assets of the RBS England Businesses at the RBS England Closing, as shown in the RBS England Closing Statement (which amount may be a positive or a negative number);
 
RBSG ” means The Royal Bank of Scotland Group plc;
 
RBSG Group ” means RBSG and its subsidiaries and subsidiary undertakings from time to time;
 
RBSG Group GBM Customer ” means those Customers listed in Schedule 25;
 
* * *
 
RBS Hedged Contracts ” means a GBM Client Agreement, the benefit and burden of which transfers to the Purchaser at the RBS Wales Closing in respect of the RBS Wales Businesses, or the RBS England Closing in respect of the RBS England Businesses, in accordance with the terms of this Agreement, and in respect of which a member of the RBSG Group has entered into a related hedge position on or prior to RBS Wales Closing or RBS England Closing (as the case may be) in respect of the RBS Businesses;
 
RBS Portfolio Swap(s) ” means the business to business portfolio swap agreement(s) relating to the RBS Hedged Contracts described in, and to be finalised in accordance with, Clause 9.11 of this Agreement to be entered into by RBS and ANTS at the RBS Wales Closing in respect of the RBS Wales Businesses, and at the RBS England Closing in
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
22

 
 
respect of the RBS England Businesses, and each evidenced by a Confirmation to the Hedging ISDA;
 
RBS Trade Marks ” has the meaning given in paragraph 1.3 of Part 4 of Schedule 4;
 
RBS Transitional Trade Mark Licence ” means the non-exclusive, royalty free transitional trade mark licence to be entered into at the RBS Wales Closing in respect of the RBS Trade Marks in accordance with the terms of Part 2 of Schedule 4;
 
RBS Wales Bid Value ” means that part of the Final Bid Value to be allocated to RBS in respect of the RBS Wales Businesses in accordance with Schedule 9;
 
RBS Wales Business Assets ” means the Business Assets in respect of the RBS Wales Businesses;
 
RBS Wales Businesses ” means the Businesses to the extent they are carried on by RBS in Wales;
 
RBS Wales Closing ” means the completion of the sale of the RBS Wales Businesses pursuant to Clause 7 of this Agreement;
 
RBS Wales Closing Date   means the date on which the RBS Wales Closing takes place;
 
RBS Wales Closing Statement ” means a statement setting out the aggregate amount of the tangible net assets of the RBS Wales Businesses as at the RBS Wales Closing to be prepared by the Business Sellers in accordance with Clause 8 and Parts 1 and 2 of Schedule 12 as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 12;
 
RBS Wales Effective Time ” means the date and time on which the RBS Wales Businesses (excluding any Non-Scheme Assets) transfer under the Scheme according to its terms, which, as set out in the Separation Plan as at the date of this Agreement, is expected to be ** *
 
RBS Wales Hedged Contracts ” means each derivative transaction governed by, subject to or embedded within a Client Agreement, the benefit and burden of which transfers to the Purchaser at the RBS Wales Closing in accordance with the terms of this Agreement, and in respect of which (a) a member of the RBSG Group has entered into a related hedge position on or prior to RBS Wales Closing in respect of the RBS Wales Businesses and (b) in relation to a derivative transaction embedded within a Client Agreement, the terms of that derivative transaction are replicated in one or more specific internal hedge position(s) between the Corporate Banking Division of the RBSG Group and the Global Banking and Markets Division of the RBSG Group entered in the books and records of the RBSG Group;
 
RBS Wales Portfolio Swap(s) ” means the business to business portfolio derivative transaction(s) relating to the RBS Wales Hedged Contracts described in, and to be finalised in accordance with, Clause 9.11 of this Agreement to be entered into by RBS and ANTS at the RBS Wales Closing and each evidenced by a Confirmation to the Hedging ISDA
 
RBS Wales Purchase Price ” has the meaning given to it in Clause 3.1;
 
RBS Wales Relevant Employees ” means those Relevant Employees allocated to the RBS Wales Businesses (as determined by the Business Sellers);
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
23

 
 
RBS Wales Tangible Net Asset Value ” means the aggregate amount of the tangible net assets of the RBS Wales Businesses at the RBS Wales Closing, as shown in the RBS Wales Closing Statement (which amount may be a positive or a negative number);
 
Regulatory Authority ” means (i) any government department or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, agency, bureau, board, commission, court, department, tribunal or instrumentality thereof or (ii) any banking or financial services or other regulatory authority which regulates or supervises any part of the Businesses;
 
Relationship Managed SME Customers ” means business customers who at the relevant time on or prior to the Relevant Closing have a Product held on a Transferring Sort Code and:
 
 
(a)  
who have a designated non branch-based relationship manager;
 
 
(b)  
who have a relationship manager with specialist credit-focused relationship management expertise; or
 
 
(c)  
who are customers of the Business Sellers’ “Direct” banking business,
 
other than Excluded SME Customers, Excluded Customers and Excluded Finance Customers;
 
Relevant Capacity ” means directly or indirectly for its own account or for that of any person, firm or company (other than, in the case of the Business Sellers, the Purchaser), including through the medium of any person, firm or company controlled by it, or in conjunction with any other person;
 
* * *
 
Relevant Employees ” means the Current Employees together with (i) any employees hired to work in the Business in accordance with Clause 5.1.2(xvi); and (ii) the Further Allocated Employees; but excluding (a) anyone whose employment terminates after the date of the Original Agreement; (b) anyone specifically excluded by written agreement with the Purchaser; and (c) any employees providing Transitional Services under the Transitional Services Agreement;
 
" Relevant Mortgage Manager Platform Mortgages " means those limited number of mortgages contained on the mortgage platform of the Business Sellers called "Mortgage Manager" as have been discussed by the parties immediately prior to the execution of this Agreement and in respect of which the provisions of paragraph 13 of Part B of Schedule 23 relate;
 
Relief ” includes any relief, loss, allowance, exemption, set-off, deduction or credit in computing or against profits or Taxation;
 
Reporting Accountants ” means Deloitte LLP or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, an internationally recognised firm of accountants (with a specialist forensics or dispute resolution department or group) to be agreed by the Business Sellers and the Purchaser;
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
24

 
 
* * *
 
Retail Business ” means:
 
 
(a)  
in the case of NatWest and NWHL, the banking business carried on by NatWest and NWHL at the NatWest Closing;
 
 
(b)  
in the case of RBS, the banking business carried on by RBS at the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses)
 
to the extent it involves the sale or provision of Retail Products to Retail Customers, but excluding any Excluded Business, the Mid-Corporate Business and the SME Business;
 
Retail Customers ” means retail banking customers of the Business Sellers who have Products held on Transferring Sort Codes at the relevant time on or prior to the Relevant Closing other than SME Customers, Mid-Corporate Customers, Excluded Customers and employees of the RBSG Group who are not Relevant Employees;
 
Retail Products ” means, in respect of a Retail Customer of a Business Seller, all Products held on any Transferring Sort Code, subject to such amendments as the parties may agree from time to time through the Joint Implementation Committee in accordance with Part B of Schedule 23, and:
 
 
(a)  
if the Retail Customer has a Product on a Transferring Sort Code and does not have any Products held on a Retained Sort Code all other Centralised Products held by such Retail Customer with that Business Seller; or
 
 
(b)  
if the Retail Customer has Products held on both a Transferring Sort Code and a Retained Sort Code, to the extent that the Retail Customer’s Best Branch is a Transferring Sort Code, all other Centralised Products held by such Retail Customer with that Business Seller;
 
" Retained Business Receivable " means a payment received by the Purchaser's Group in respect of the Excluded Business including in respect of a customer of the Business Sellers who is not a Customer;
 
Retained Sort Code ” means a sort code of a Business Seller which is not a Transferring Sort Code;
 
Safe Custody Items ” has the meaning given to it in Clause 2.9;
 
Safe Custody Agreements ” means those contracts or bailment arrangements entered into by the Business Sellers with Customers in respect of the deposit of an item at a Business Property which is a branch for safe custody which were entered into in the course of such Business on or before the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses and in respect of which the Business Sellers provide the information as set out in Clause 2.9.1 by the dates specified therein to the extent that, immediately before the Relevant Closing, the same remain to be completed or performed (in whole or in part) or remain in force;
 
Scheme ” means the scheme of arrangement in respect of the Businesses (excluding any Non-Scheme Assets) to be proposed in accordance with Part VII of the Act to be agreed in
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
25

 
 
accordance with Clause 4.4 and as such scheme may be amended by agreement between the Business Sellers and the Purchaser;
 
Scheme Documents ” means the Scheme, the Part 8 Claim Form, newspaper notices, order on initial application, the Court Order, witness statements and all other documents required by the Court in order to sanction the Scheme;
 
Scheme Posting Date ” means the date on which formal notification of the Scheme is first sent to Customers which, as set out in the Separation Plan as at the date of this Agreement, is expected to be ** *
 
SDLT ” means stamp duty land tax together with any interest, fines and penalties in relation thereto;
 
SDRT ” means stamp duty reserve tax together with any interest, fines and penalties in relation thereto;
 
Securitised Mortgage   means a mortgage which (i) was at the date of the Original Agreement; or (ii) is at the NatWest Closing Date in respect of the NatWest Businesses, the RBS Wales Closing Date in respect of the RBS Wales Businesses or the RBS England Closing Date in respect of the RBS England Businesses, securitised by, or subject to a covered bond programme of, the relevant Business Seller or any member of the RBSG Group, other than in each case those mortgages which are subject to the Bank of England’s Special Liquidity Scheme or the Bank of England’s Discount Window Facility;
 
Segregation ” means the actions to be taken by the Business Sellers or any member of the RBSG Group for the segregation of the Businesses and Customers within the RBSG Group for the purpose of the sale of the Businesses, including:
 
 
(a)  
the segregation of those persons who are employees of the RBSG Group but are not Relevant Employees from the other customers of the Retail Business;
 
 
(b)  
the segregation of the Relevant Employees from other employees of the RBSG Group;
 
 
(c)  
Property Segregation (as defined in Schedule 3);
 
 
(d)  
the segregation of the operational reporting procedures of the Businesses from the operational reporting procedures of the RBSG Group;
 
 
(e)  
Sort Code Allocations and the segregation of Customers pursuant to such Sort Code Allocations; and
 
 
(f)  
the reallocation of non-customer products transferring with the Businesses on sort codes for internal business operations and financial accounting purposes onto new sort codes (which will transfer with the Businesses) or Transferring Sort Codes,
 
but excluding the Data Migration and the Mid-Corporate and Complex SME Data Migration;
 
* * *
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
26

 
 
Seller Warranties ” means the representations, warranties and undertakings given by the Business Sellers pursuant to Clause 10 and Schedule 14 and “ Seller Warranty ” means any one of them;
 
* * *
 
Separation ” means the separation of the Businesses from the other businesses and operations of the RBSG Group, including, for the avoidance of doubt, activities relating to the same undertaken by the parties following Closing in accordance with this Agreement, the Transitional Services Agreement and the Separation Plan;
 
Separation Plan ” has the meaning given to it in Clause 6;
 
SME Business ” means:
 
 
(a)  
in the case of NatWest and NWHL, the banking business carried on by NatWest and NWHL at the NatWest Closing;
 
 
(b)  
in the case of RBS, the banking business carried on by RBS at the RBS Wales Closing Date (in respect of the RBS Wales Business) and the RBS England Closing Date (in respect of the RBS England Business);
 
subject to such amendments as the parties may agree from time to time through the Joint Implementation Committee in accordance with Part B of Schedule 23, to the extent it involves the sale or provision of:
 
 
(a)  
in relation to a Relationship Managed SME Customer:
 
 
(i)  
all Products of that Business Seller on a Transferring Sort Code or a Retained Sort Code held by that Relationship Managed SME Customer; and
 
 
(ii)  
all Centralised Products of that Business Seller held by that Relationship Managed SME Customer; and
 
 
(b)  
in relation to Non Relationship Managed SME Customer:
 
 
(i)  
all Products of that Business Seller held on a Transferring Sort Code by that Non Relationship Managed SME Customer; and
 
 
(ii)  
all Centralised Products of that Business Seller held by that Non Relationship Managed SME Customer,
 
in each case excluding the Excluded Business, the Mid-Corporate Business and the Retail Business;
 
SME Customer List ” means the list of customer identification numbers in relation to the SME Customers dated 30 June 2010 as set out in document A.31 of the Data Room;
 
SME Customers ” means the Relationship Managed SME Customers and the Non Relationship Managed SME Customers (details of such customers existing as at 30 June 2010 being set out in the SME Customer List);
 
SME Relationship Manager ” means an employee of a Business Seller who holds the position of relationship manager and the majority of whose clients are SME Customers;
 
Sort Code Allocation ” means:
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
27

 
 
 
(a) 
* * *
 
 
(b)  
the allocation or reallocation of Products which are transferring with the Businesses on Retained Sort Codes onto new sort codes (which will transfer with the Businesses); and
 
 
(c)  
the allocation or reallocation of Centralised Products transferring with the Businesses onto new sort codes (which will transfer with the Businesses);
 
Standard Form Client Agreement ” means the standard form Client Agreements and the standard form Loan Guarantees/Security documents used by the Businesses in connection with the offering to Customers of any Products;
 
State Aid Commitments ” means the commitments offered by RBSG pursuant to the case State aid No N 422/2009 and N 621/2009 and laid down in the Term Sheet for UK State Aid Commitments in respect of the RBSG Group;
 
State Aid Letter ” means the letter dated 14 December 2009 from the European Commission to the Secretary of State for Foreign Affairs (with the subject State aid No N422/2009 and N621/2009 – United Kingdom – Restructuring of Royal Bank of Scotland by the State and its participation in the Asset Protection Scheme) (as amended or supplemented from time to time);
 
Structured Products ” has the meaning given to it in Clause 2.11;
 
Tangible Net Asset Value ” means the aggregate of the NatWest Tangible Net Asset Value, the RBS Wales Tangible Net Asset Value and the RBS England Tangible Net Asset Value (which amount may be a positive or a negative number);
 
Taxation ” or “ Tax ” includes all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person (whether primarily or secondarily liable) and all penalties, charges, costs and interest relating to any of the foregoing;
 
Tax Authority ” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation;
 
Tax Litigation ” means any claim, legal action, proceeding, suit, litigation, prosecution, investigation, arbitration or other dispute resolution process, or administrative or criminal proceedings, or regulatory agency action (or any judgment, decree, injunction, order or decision relating to any of the foregoing) relating to Tax;
 
Tax Warranties ” means the Seller Warranties set out in paragraphs 14 to 17 (inclusive) of Schedule 14;
 
Third Party Claim ” has the meaning given to it in Clause 12.4;
 
Third Party Consents ” means all consents, licences, approvals, permits, authorisations or waivers required from third parties for the assignment, transfer or novation in favour of
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
28

 
 
the Purchaser of any of the Contracts or the Loan Guarantees/Security, as the case may be, and “ Third Party Consent ” means any one of them;
 
Third Party Rights Clauses ” has the meaning given to it in Clause 16.5.1;
 
Total Customer Liabilities ” means the aggregate liabilities represented by Customers’ savings deposits, money market deposits, current account deposits and personal account deposits as calculated in accordance with the accounting policies and principles that were used by the Business Sellers in the preparation of the Pro-Forma Financial Information;
 
Trade Mark Assignments ” means the trade mark assignments in substantially the form set out in Part 5 of Schedule 4 to be entered into at the NatWest Closing in accordance with the terms of paragraph 1.5 of Part 1 of Schedule 4;
 
Transaction Documents ” means the Original Agreement, this Agreement, the Scheme Documents, the Transitional Trade Mark Licences, the Trade Mark Assignments, the Portfolio Swaps and the TSA and any other agreements, documents or instruments entered into between any of the Business Sellers on the one hand and the Purchaser on the other hand pursuant to or in connection with this Agreement;
 
Transaction Taxes ” means all notarial fees and all registration, stamp and transfer taxes, fees and duties or their equivalents which are payable in any jurisdiction in respect of this Agreement or the transactions contemplated by this Agreement, including, without limitation, stamp duty, SDLT and SDRT payable in the United Kingdom;
 
Transferring Sort Codes ” means the sort codes of the Business Sellers set out in Schedule 2 to be transferred to the Purchaser (subject to any amendments pursuant to the Sort Code Allocation) as such Schedule may be amended from time to time by agreement of the parties through the Joint Implementation Committee in accordance with Part B of Schedule 23;
 
Transitional Services ” means the services provided under the Transitional Services Agreement;
 
Transitional Services Agreement ” or “ TSA ” means the transitional services agreement in the Agreed Terms and on such further terms, if any, as are agreed pursuant to Schedule 8, relating to the provision of certain services by the Business Sellers and/or other members of the RBSG Group to the Purchaser after Closing;
 
Transitional Trade Mark Licences ” means the NatWest Transitional Trade Mark Licence and the RBS Transitional Trade Mark Licence;
 
UKFI ” means UK Financial Investments Limited;
 
VAT ” means United Kingdom Value Added Tax;
 
VATA 1994 ” means the Value Added Tax Act 1994; and
 
West Register Business Assets ” means any PPA with a Customer in respect of which West Register (Investments) Limited is a counter-party.
 
1.2  
Rights and Liabilities of the Business Sellers
 
Each Business Seller shall have rights and liabilities (including in relation to payment) under or in relation to a breach of any Transaction Document on a joint and several basis and references to “Business Seller” shall be construed accordingly.
 
 
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1.3  
Singular, plural, gender
 
References to one gender include all genders and references to the singular include the plural and vice versa.
 
 
1.4  
References to persons and companies
 
References to:
 
1.4.1 
a person include any individual, firm, company, corporation, body corporate, government, state or agency of a state, local or municipal authority or government body or any joint venture, partnership or unincorporated association (whether or not having separate legal personality); and
 
1.4.2  
a company include any company, corporation or any body corporate, wherever and however incorporated or established.
 
1.5  
Subsidiaries and holding companies
 
The words “holding company”, “subsidiary” and “subsidiary undertaking” shall have the same meanings in this Agreement as their respective definitions in the Companies Act 2006 (United Kingdom).
 
1.6  
Schedules etc.
 
References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.
 
1.7  
References to agreements etc.
 
References to any agreement, instrument or deed shall be to such agreement, instrument or deed as amended, varied, modified, supplemented, extended, novated, renewed or replaced from time to time.
 
1.8  
Legal Terms and Statutes
 
1.8.1  
References to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official, or any legal concept or thing shall, in respect of any jurisdiction other than England, be construed as references to the term or concept which most nearly corresponds to it in that jurisdiction and, unless otherwise provided, expressions defined in the UK Companies Act 2006 have the meanings there given to them.
 
1.8.2  
A reference to any statute or statutory provision shall be construed as a reference to the same as it may have been, or may from time to time be, amended, modified or re-enacted.
 
1.9  
Non-limiting effect of words
 
The words “ including ”, “ include ”, “ in particular ” and words of similar effect shall not be deemed to limit the general effect of the words that precede them.
 
 
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1.10  
Headings
 
All headings and titles are inserted for convenience only. They are to be ignored in the interpretation of this Agreement.
 
1.11  
References to “after-Tax basis”
 
Where this Agreement refers to an indemnity being provided or a payment being made on an “after-Tax basis” such references shall be construed as meaning that:
 
1.11.1  
the amount payable shall be determined having regard to, or after taking into account, the extent to which any Tax would be payable by the recipient which is referable to the matter giving rise to the payment and the extent to which the recipient will be entitled to any Relief which is referable to the matter giving rise to the payment; and
 
1.11.2  
to the extent that the payment is subject to Tax in the hands of the recipient or by way of withholding or deduction, it shall be increased to the extent required to ensure that the benefit of the indemnity or payment is equivalent to the benefit that would have been received if there was no Tax referable to, or payable in respect of, the payment.
 
1.12  
References to “Relevant Closing”
 
References in this Agreement to “Relevant Closing” (including in the phrase “ Relevant Closing Date ”) shall mean (i) in respect of the NatWest Businesses and the NatWest Business Assets, the NatWest Closing; (ii) in respect of the RBS Wales Businesses and the RBS Wales Business Assets, the RBS Wales Closing; and (iii) in respect of the RBS England Businesses and the RBS England Business Assets, the RBS England Closing.
 
2  
Agreement to Sell the Businesses
 
2.1  
Sale and Purchase
 
On and subject to the terms of this Agreement:
 
2.1.1  
the Business Sellers will sell;
 
2.1.2  
the Purchaser will purchase,
 
the Businesses as a going concern, in each case with effect from the RBS Wales Effective Time in respect of the RBS Wales Businesses, the RBS England Effective Time in respect of the RBS England Businesses, and the NatWest Effective Time in respect of the NatWest Businesses; and
 
2.1.3  
the Business Sellers will transfer the Friends and Family Assets to the Purchaser with effect from the relevant Friends and Family Transfer Date.
 
2.2  
Sale of the Businesses
 
2.2.1  
Subject to Clause 2.2.2, the sale of each Business to be sold under this Agreement shall comprise:
 
 
(i)  
the Business Properties (subject to and on the terms set out in Schedule 3);
 
 
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(ii)  
the Business Intellectual Property (subject to and on the terms set out in Schedule 4);
 
 
(iii)  
the Goodwill;
 
 
(iv)  
the Moveable and Immovable Assets;
 
 
(v)  
the Business ATMs;
 
 
(vi)  
the rights and benefits (subject to the burden) of the relevant Business Seller or a member of the RBSG Group arising under the Contracts (subject to and on the terms set out in the Scheme and/or Schedule 5);
 
 
(vii)  
the rights and benefits of the relevant Business Seller or a member of the RBSG Group arising under the Loan Guarantees/Security (subject to and on the terms set out in the Scheme and/or Schedule 5);
 
 
(viii)  
the benefit (so far as the same can lawfully be assigned or transferred to the Purchaser) of the Claims;
 
 
(ix)  
all rights, title and interest of the relevant Business Seller in the Books and Records;
 
 
(x)  
the Business Receivables; and
 
 
(xi)  
the Other Business Assets.
 
The Business Assets shall be sold free from Encumbrances and together with all rights attaching to them as at the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses. Without prejudice to Clause 2.2.3, risk in the Friends and Family Assets shall pass with effect from the Friends and Family Transfer Date, risk in the NatWest Business Assets shall pass with effect from the NatWest Closing, risk in the RBS Wales Business Assets shall pass with effect from the RBS Wales Closing and risk in the RBS England Business Assets shall pass with effect from the RBS England Closing, save that where a Business Asset is not transferred to the Purchaser on the relevant Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Business Assets, the RBS Wales Closing in respect of the RBS Wales Business Assets or the RBS England Closing in respect of the RBS England Business Assets, risk in that Business Asset shall not pass to the Purchaser on the Relevant Closing but shall pass with effect from the time at which such Business Asset is transferred to the Purchaser (unless such Business Asset is a Contract or Loan Guarantee/Security and the benefit of such Contract or Loan Guarantee/Security passes to the Purchaser in accordance with Schedule 5 in which case the risk shall pass at the time the benefit passes in accordance with the provisions of Schedule 5).
 
If any asset which the parties intend to form part of the sale and purchase pursuant to this Agreement but which does not fall within the definition of "Business Asset" is held by a member of the RBSG Group other than one of the Business Sellers, the Business Sellers shall procure that such asset is transferred to the Purchaser at the Friends and Family Transfer Date (if such asset is, or is intended to be, part of the Friends and Family Transfer), the NatWest Closing (if such asset is, or is
 
 
32

 
 
intended to be, part of the NatWest Businesses), the RBS Wales Closing (if such asset is, or is intended to be, part of the RBS Wales Businesses) or the RBS England Closing (if such asset is, or is intended to be, part of the RBS England Businesses) and such asset shall, for the purposes of this Agreement, be treated as a Business Asset.
 
2.2.2  
There shall be excluded from the sale of the Businesses under this Agreement:
 
 
(i)  
any asset, contract, undertaking, arrangement or agreement not referred to in Clause 2.2.1;
 
 
(ii)  
any information technology platforms and channels;
 
 
(iii)  
any insurance policy or insurance claim (without prejudice to the provisions of Clause 14);
 
 
(iv)  
the Excluded Business;
 
 
(v)  
the Bancassurance Joint Venture and any rights or obligations thereunder or relating thereto;
 
 
(vi)  
any Client Agreements or Loan Guarantees/Security between the Business Sellers and another member of the RBSG Group (in the capacity as customer);
 
 
(vii)  
any Products, Client Agreements or Loan Guarantees/Security that have been written off by the Business Sellers in accordance with RBSG’s standard accounting policies;
 
 
(viii)  
amounts due from any relevant Tax Authority or member of the RBSG Group in respect of Taxation or any Relief in respect of Taxation;
 
 
(ix)  
any rights of any member of the RBSG Group (including rights of set off or counterclaim) to the extent that such rights relate predominantly to assets referred to in this Clause 2.2.2 or Excluded Liabilities;
 
 
(x)  
any safe custody items at the Business Properties which are not Safe Custody Items,
 
(together, the “ Excluded Assets ”). For the avoidance of doubt, the Excluded Assets shall include any asset, contract, undertaking, arrangement and agreement whether written or otherwise in respect of the products and services provided by or in connection with (a) any business (including the asset finance business) carried on under the “Lombard” name or brand and in connection with any loans from Lombard Direct Loans; or (b) products and services provided by or in connection with any invoice finance business carried on under the “RBS Invoice Finance” name or brands.
 
2.2.3 
* * *
 
2.2.4  
* * *
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
33

 
 
2.3  
Business Properties and Leaseback Properties
 
The provisions of Schedule 3 shall apply in respect of the Business Properties and the Leaseback Properties.
 
2.4  
Intellectual Property
 
The provisions of Schedule 4 shall apply in respect of the Business Intellectual Property.
 
2.5  
Contracts, Retain Retail Mortgages and Lombard Shared Security
 
The provisions of Schedule 5 shall apply in respect of the Contracts, Loan Guarantees/Security, the Retain Retail Mortgages and Lombard Shared Security.
 
2.6  
Relevant Employees and Group Retirement Benefit Arrangements
 
2.6.1  
The provisions of Schedule 6 shall apply in respect of the Relevant Employees.
 
2.6.2  
The provisions of Schedule 7 shall apply in respect of the Group Retirement Benefit Arrangements.
 
2.7  
Transitional Services Agreement
 
The Agreed Terms of the Transitional Services Agreement shall, subject to the provisions of Schedule 8, apply in respect of the Transitional Services.
 
2.8  
* * *
 
2.9  
Safe Custody Items
 
2.9.1  
The parties agree that the items which are the subject of any Safe Custody Agreement and which the Business Sellers provide an inventory on NatWest Closing (in respect of the NatWest Business), on RBS Wales Closing (in respect of the RBS Wales Businesses), or on RBS England Closing (in respect of the RBS England Businesses) specifying, in respect of each such safe custody item (i) the item number and bar code number of the safe custody item, (ii) the customer account number to which the safe custody items relate, and (iii) where available, a brief description of the safe custody item (the “ Safe Custody Items ”) shall remain in the relevant Business Properties at the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) and the Purchaser (or such other relevant custodian) shall take possession of the Safe Custody Items upon transfer of the Safe Custody Agreements to the Purchaser at the Relevant Closing.
 
2.9.2  
In respect of any other safe custody items at the Business Properties which are not Safe Custody Items, the Business Sellers agree that on or before the NatWest Closing (in respect of the NatWest Businesses), on the RBS Wales Closing (in respect of the RBS Wales Businesses) and on the RBS England Closing (in respect of the RBS England Businesses), they shall remove such safe custody items from the Business Properties.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
34

 
 
2.9.3  
The parties agree that any safe custody arrangements which do not relate to a Customer or are not Safe Custody Items (an “ Excluded Safe Custody Agreement ”) shall not transfer to the Purchaser and shall constitute an Excluded Asset for the purposes of this Agreement.
 
2.9.4  
* * *
 
2.10  
Credit and Charge Cards
 
2.10.1  
The parties agree that Client Agreements in respect of credit and charge cards to be transferred by each Business Seller to the Purchaser shall be the Client Agreements in respect of those credit and charge cards held by the Customers of that Business Seller at the Relevant Closing, which if Closing was at the date of this Agreement would be approximately *** credit and charge cards ( *** with respect to Retail Customers and *** with respect to SME Customers) with an aggregate balance sheet value of approximately £ *** *** Retail Customers and £ *** SME Customers).
 
2.10.2  
The parties agree that the Business Sellers shall bear any costs payable by the Business Sellers to Total System Services in connection with the transfer of the credit and charge cards of Customers to the Purchaser under the terms of this Agreement.
 
2.10.3  
The parties agree that the provisions of Clauses 5 and 13 shall apply to credit and charge cards with effect from the date of this Agreement.  However, the Purchaser acknowledges and agrees that the Business Sellers shall not be in breach of Clause 5.1 in the event that the Business Sellers (or any of them), in each case acting reasonably and in good faith, and otherwise in the ordinary course of business (a) enter into a new Client Agreement with a Customer in respect of the Customer’s credit and/or charge card substantially in the form of the relevant Standard Form Client Agreement and on substantially the same terms as the credit and charge card portfolio of the Excluded Business, (b) change the credit limit of a Customer in respect of the Customer’s credit and/or charge card in a manner consistent with the methods and practices used by the Business Sellers in respect of the credit and charge card portfolio of the Excluded Business, and (c) *** or documents which are required to be issued by Law and Regulation in respect of a Customer’s credit card and/or charge card, in each case in order to *** the Business Sellers to the Purchaser after the Relevant Closing which may reasonably be expected to arise as a result (directly or indirectly) of *** the Customer that the Client Agreement or Loan Guarantee/Security in respect of the Customer’s Credit Card is *** and/or the Customer’s balance shall have been *** .
 
2.10.4  
The Business Sellers shall use reasonable endeavours prior to the Relevant Closing to *** (including by taking such actions as are referred to in, and permitted by, Clause 2.10.3) any Client Agreements in respect of credit or charge card Products held by Customers *** with the terms of the *** where *** thereof *** , provided that no such steps that could result in the creation of a new GAP shall be taken after 31 December 2011 without the prior approval of the JIC.
 
2.10.5  
Prior to the Relevant Closing, the Business Sellers shall provide monthly updates to the Joint Business Committee in respect of the actions taken in accordance with Clause 2.10.4 (including without limitation the *** to the date of such report, in each case split by the number of Retail, SME and Mid-Corporate Customers and the outstanding balances under
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
35

 
 
such agreements).  The parties acknowledge that the Business Sellers do not possess this information at the date of the Agreement and will need to undertake a review of the Client Agreements in order to establish the information in respect of the *** . in accordance with Clause 2.10.4.
 
2.10.6  
The Business Sellers may, on or before the Relevant Closing, provide the Purchaser with a *** Products held by Customers in respect of which there are *** (which have not been *** ).
 
2.10.7  
If the Business Sellers provide a list of *** pursuant to Clause 2.10.6 (the “ List ”), then, from the Relevant Closing, the Purchaser shall act reasonably and in a manner (including as to the taking of steps to mitigate losses arising therefrom) which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, act in the case of similar facts or circumstances arising with respect to any customer of the Purchaser’s Group in relation to the Purchaser Group’s business in the United Kingdom other than the Businesses, in respect of managing the *** included on the List.
 
2.10.8  
The Business Sellers shall, and shall procure that each member of the RBSG Group shall, use reasonable endeavours to provide any information (to the extent such information is in the possession or under the control of the Business Sellers or any other member of the RBSG Group) and/or assistance reasonably requested by the Purchaser in connection with the undertaking in Clause 2.10.7.
 
2.10.9  
For the avoidance of doubt, the provisions of Clauses 2.10.4 to 2.10.8 do not affect in any way, or constitute a waiver of, any of the rights of the Purchaser under the terms of this Agreement.
 
2.10.10  
For the avoidance of doubt, the parties agree that:
 
 
(a)
the credit and charge cards included in the Businesses pursuant to this Agreement will be *** for the purpose of *** and in the measurement of the number of ***
 
 
(b)
assets (excluding *** amounts but including *** amounts from *** ), *** as a result of credit balances *** credit or charge card account and provisions relating to the credit and charge cards included in the Businesses pursuant to this Agreement will be included in the *** as set out in Schedule 12.
 
 
2.11  
Excluded Financial Products
 
2.11.1  
A data room was opened on 11 August 2011 at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ in order for the Purchaser to review information in relation to Customers who hold certain leveraged finance and structured finance products which are Excluded Products as at the date of this Agreement (the “ Structured Products ”).
 
2.11.2  
Following completion of the review of the information referred to in Clause 2.11.1 by the Purchaser, the Purchaser shall have the right to include some or all of the Structured Products under this Agreement and / or to exclude some or all of the Customers in respect of whom information was provided in the data room from the Businesses. Without prejudice to the foregoing, the Purchaser shall notify the Business Sellers in writing of any Structured Products it wishes to include under this Agreement and any Customers it wishes to exclude pursuant to this Clause 2.11 on or before 1 October 2011.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
36

 
 
2.11.3  
For the purposes of the *** of the tests in the definition of *** , the *** (including the *** provisions in paragraph 3 of Schedule 12) and the *** in Part A of Schedule 21, any *** included under this Agreement pursuant to Clause 2.11.2 shall be treated in the same way as *** .
 
2.11.4  
For the purposes of the *** of the tests in the definition of *** , the accounting for *** in paragraph 3 of Schedule 12 ( *** ), the *** in Part A of Schedule 21, the first sentence of Clause 5.1 and the provision of information pursuant to Clause 5.5.5(v), Customers *** pursuant to Clause 2.11.2 (and any Products held by them) shall be treated in the same way as *** .
 
2.12  
***
 
Subject to the requirements of Law and Regulations, the Business Sellers and the Purchaser shall use reasonable endeavours to provide any information (to the extent such information is in the possession or under the control of that party or any other member of that party’s Group) and/or assistance reasonably requested by the other party and which is required by that party in order to seek *** for which that party is liable pursuant to the terms of this Agreement from the relevant *** . Without prejudice to the foregoing, the Purchaser agrees that the Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, seek to obtain *** from the relevant *** in respect of a Relevant *** in a manner which is consistent with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would pursue any such similar *** arising in respect of the Purchaser Group’s business other than the Businesses.  The parties further agree that the *** (if any) of such *** actually received by the Purchaser from the relevant merchant or merchant acquiror in respect of a *** shall *** the amount of the *** arising in respect of such *** or, if the Business Sellers shall have already paid the amount of such *** to the Purchaser by the time of such *** to the Purchaser, then the Purchaser shall account to the Business Sellers for such amount as is equal to the lesser of (a) the *** of such *** received by the Purchaser from the relevant *** and (b) the amount so paid by the Business Sellers to the Purchaser in respect of that *** .
 
3  
Consideration
 
3.1  
Amount
 
The consideration for the purchase of the Businesses under this Agreement (the “ Purchase Price ”) shall be an amount in cash equal to the aggregate of:
 
3.1.1  
the NatWest Bid Value plus the NatWest Tangible Net Asset Value (which amount may be a positive or a negative number) (the “ NatWest Purchase Price ”);
 
3.1.2  
the RBS Wales Bid Value plus the RBS Wales Tangible Net Asset Value (which amount may be a positive or a negative number) (the “ RBS Wales Purchase Price ”), and
 
3.1.3  
the RBS England Bid Value plus the RBS England Tangible Net Asset Value (which may be a positive or negative number) (the “ RBS England Purchase Price ”).
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
37

 
 
as adjusted in accordance with Clause 3.2 and provided that the aggregate Purchase Price in respect of the Businesses will not exceed ** * .
 
3.2  
Adjustments to Purchase Price
 
The Initial Bid Value, the RBS Wales Bid Value, the RBS England Bid Value, the NatWest Bid Value, the NatWest Purchase Price, the RBS Wales Purchase Price and the RBS England Purchase Price shall each be subject to the provisions of Schedule 9 and Schedule 21.
 
3.3  
Allocation of Purchase Price
 
The Purchase Price shall be allocated in accordance with Schedule 9 and the Business Sellers and the Purchaser shall adopt that allocation for all relevant purposes (including Tax) subject to Clause 3.4.
 
3.4  
Fixed Plant and Machinery Apportionment
 
The parties agree that on each Closing the relevant Business Seller and the Purchaser shall jointly enter into a statutory election or elections (as applicable) pursuant to Section 198 of the Capital Allowances Act 2001 in relation to the fixed plant and machinery forming part of the Business Assets. Such election or elections shall be made by reference to the qualifying expenditure incurred in respect of each relevant Business Property as such expenditure is allocated to separate pools (each a “ Capital Allowances Pool ”) comprising expenditure incurred on (a) fixtures (as that term is defined in Section 173(1) of the Capital Allowances Act 2001) excluding any integral features (as that term is defined in Section 33A of the Capital Allowances Act 2001) and (b) integral features. The amount fixed by each such election to each Capital Allowances Pool shall be the aggregate net book value of the Business Assets. After each Closing each party shall deliver its election notice to an officer of HM Revenue & Customs as soon as reasonably practicable and in any event within the time prescribed by Section 201 of the Capital Allowances Act 2001.
 
3.5  
VAT
 
Schedule 10 makes provision about VAT and certain other Tax matters.
 
3.6  
Reduction of the Purchase Price
 
3.6.1  
If any payment is made by any Business Seller to the Purchaser in respect of any claim for any breach of any Transaction Document or pursuant to a Seller Warranty or an indemnity or guarantee under a Transaction Document or under the adjustments to the Purchase Price under Clauses 3.2, 8.2 and 8.3, the payment shall, to the extent possible, be made by way of adjustment of the consideration paid by the Purchaser for the particular category of Business Asset (if any) to which the payment and/or claim relates under the relevant Transaction Document and the Purchase Price shall be deemed to be reduced by the amount of such payment.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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3.6.2  
If:
 
 
(i)  
the payment and/or claim relates to more than one category of Business Asset, it shall be allocated in a manner which reflects the impact of the matter to which the payment and/or claim relates, failing which it shall be allocated rateably to the relevant Business Assets by reference to the proportions in which the Purchase Price is allocated in accordance with Schedule 9; or
 
 
(ii)  
the payment and/or claim relates to no particular category of Business Asset, it shall be allocated rateably to all Business Assets by reference to the proportions in which the Purchase Price is allocated in accordance with Schedule 9,
 
and in each case the Purchase Price shall be deemed to have been reduced by the amount of such payment.
 
4  
Conditions
 
4.1  
Conditions Precedent
 
4.1.1  
The agreement to buy and sell the Businesses is conditional on:
 
 
(i)  
the Court granting the Court Order;
 
 
(ii)  
the FSA having given the certificates required by section 111(2) and Part II of Schedule 12 of the Act in relation to the transfer of the relevant Businesses pursuant to this Agreement;
 
 
(iii)  
(a) in so far as required, the European Commission having issued a decision under Article 6(1)(b) or Article 6(2) of Council Regulation (EC) 139/2004 (the “ Merger Regulation ”) (or being deemed to have done so under Article 10(6) of the Merger Regulation) on terms reasonably satisfactory to the Purchaser declaring the purchase of the Business by the Purchaser compatible with the internal market; and/or (b) if any aspect of the acquisition is referred to the Office of Fair Trading in the United Kingdom under Article 9 of the Merger Regulation, the Office of Fair Trading or the appropriate Minister having issued a decision on terms reasonably satisfactory to the Purchaser declaring that the Office of Fair Trading or the appropriate Minister does not intend to refer the purchase of the Business by the Purchaser to the Competition Commission and that decision not having been successfully appealed to the Competition Appeal Tribunal, provided that, if the decision has been successfully appealed to the Competition Appeal Tribunal, the condition contained in this Clause 4.1.1(iii) shall nevertheless be satisfied if the Competition Appeal Tribunal has referred the case back to the Office of Fair Trading or the appropriate Minister and the Office of Fair Trading or the appropriate Minister has subsequently issued a decision on terms reasonably satisfactory to the Purchaser that it does not intend to refer the purchase of the Business by the Purchaser to the Competition Commission;
 
 
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(iv)  
the Monitoring Trustee having submitted a reasoned opinion confirming that the Purchaser meets the requirements set out in clauses 3.12(A) to (E) of the State Aid Commitments;
 
 
(v)  
* * *
 
 
(vi)  
HMRC Clearance having been obtained pursuant to the provisions of paragraph 2.1 of Schedule 10 (and not having been withdrawn or being or becoming ineffective before the NatWest Closing).
 
4.1.2  
The Business Sellers shall use reasonable endeavours to secure satisfaction of the conditions referred to in Clause 4.1.1(i), (ii), (iv) and (vi) as soon as possible and in any event no later than the Long Stop Date.
 
4.1.3  
The Purchaser shall use reasonable endeavours to secure satisfaction of the conditions referred to in Clause 4.1.1(i), (ii) and (iv) as soon as possible and in any event no later than the Long Stop Date.
 
4.1.4  
The Purchaser agrees to submit a full and complete filing as soon as possible following the date of the Original Agreement and to take all steps reasonably necessary (in the mutual contemplation of the parties) to secure the satisfaction of the condition referred to in Clause 4.1.1(iii) by the end of the relevant authority’s initial period of review (i.e. without the need for a second phase of investigation).
 
4.1.5  
The Purchaser shall promptly provide the Business Sellers with copies of all material relevant correspondence, documents or other communications received from or sent to any Regulatory Authority relating to the condition set out in Clause 4.1.1(iii). The Purchaser shall also promptly inform the Business Sellers of the content of any meeting or material conversation which takes place between any Regulatory Authorities and the Purchaser or any of its employees, directors, officers, or advisers in relation to the condition set out in Clause 4.1.1(iii) and shall, if requested by the Business Sellers, provide a written summary thereof.
 
4.1.6  
Without prejudice to Clauses 4.1.2 to 4.1.5, the parties agree that all requests and enquiries from any Regulatory Authority arising out of or in connection with the transactions contemplated by this Agreement shall, subject to Clause 4.1.8, be dealt with by the Business Sellers (to the extent that such requests and enquiries relate to their respective Businesses) and the Purchaser in consultation with each other and the relevant Business Seller and the Purchaser shall promptly co-operate with and provide all necessary information and assistance reasonably required by such Regulatory Authority upon being requested to do so by the other.
 
4.1.7  
The Business Sellers and the Purchaser undertake to keep each other informed as to the progress towards satisfaction of the conditions in Clause 4.1.1 and, in particular, to disclose anything of which it is aware which will or may prevent any of those conditions from being satisfied before the Long Stop Date promptly upon it coming to its notice.
 
4.1.8  
Nothing in Clauses 4.1.5, 4.1.6 or 4.1.7 shall require the Business Sellers or the Purchaser to disclose to each other any information concerning any businesses or assets other than the Businesses and Business Assets which any such party (acting in good faith) regards as confidential and commercially sensitive.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
40

 
 
4.1.9  
The party responsible for satisfaction of each condition in Clause 4.1.1 shall give notice to the other party of the satisfaction of the relevant condition within two Business Days of becoming aware of the same.
 
4.1.10  
The Purchaser shall have the right to waive the condition set out in clause 4.1.1(v).
 
4.1.11  
* * *
 
4.1.12  
The Purchaser agrees to submit a full and complete filing as soon as possible following the date of this Agreement and to take all steps reasonably necessary (in the mutual contemplation of the parties as at the date of the Original Agreement) to secure the satisfaction of the condition referred to in Clause 4.1.1(iii) by the end of the relevant authority’s initial period of review (i.e. without the need for a second phase of investigation). The Business Sellers and the Purchaser acknowledge and agree that the Purchaser will engage in and complete pre-notification discussions with the relevant Regulatory Authorities prior to submitting a full and complete filing and further acknowledge that those discussions have not been initiated at the date of this Agreement.
 
4.1.13  
The provisions of Clauses 4.1.5 to 4.1.9 shall apply mutatis mutandis to the process relating to the satisfaction of the condition referred to in clause 4.1.1(iii) in respect of the transaction which is the subject of this Agreement pursuant to Clause 4.1.12 above.
 
4.2  
Termination(s)
 
4.2.1  
If on or before the Long Stop Date, one or more of the conditions referred to in Clause 4.1.1 (i), (ii), (iii), (iv) or (vi): (a) is/are not satisfied; or (b) becomes incapable of satisfaction and, in each case, is not waived (where capable of waiver) then:
 
 
(i)  
the Businesses shall not be sold pursuant to this Agreement and all terms of this Agreement (including Clause 5) and any Transaction Document relating to such sale shall forthwith cease to apply (other than Clauses 1, 4, 15 and 16.2 to 16.18 (inclusive)) (with the date on which such terms cease to apply being the “ Termination Date ); and
 
 
(ii)  
no party shall have a claim against any other party under this Agreement or any Transaction Document, save for any claim arising from breach of any obligation under this Agreement or any Transaction Document (including Clause 4 of this Agreement) on or before the Termination Date.
 
4.2.2  
If, at any time prior to *** the condition referred to in Clause 4.1.1(v), is not satisfied, then, upon the Purchaser notifying the Business Sellers in writing of the same:
 
 
(i)  
the Businesses shall not be sold pursuant to this Agreement and all terms of this Agreement (including Clause 5) and any Transaction Document relating to such sale shall forthwith cease to apply (other than Clauses 1, 4.2, 15 and 16.2 to 16.17 (inclusive)) (with the date upon which such terms cease to apply being the “ Purchaser Termination Date ”); and
 
 
(ii)  
no party shall have a claim against any other party under this Agreement or any Transaction Document, save for any claim arising from a breach of
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
41

 
 
any obligation (including Clause 4 of this Agreement) on or before the Purchaser Termination Date.
 
4.2.3  
If as a result of the time taken to agree or determine the *** in accordance with Part B of Schedule 21, it is reasonably likely that the Court Order shall not be granted before the Long Stop Date, the parties shall consider and discuss (each acting reasonably and in good faith) an extension to the Long Stop Date. ** *
 
4.3  
The Parties’ Obligations in Relation to the Scheme
 
4.3.1  
The parties will each use all reasonable endeavours to ensure that:
 
 
(i)  
the Scheme is implemented by the target dates of *** or such other dates as may be agreed by the parties acting reasonably;
 
 
(ii)  
the Scheme proceeds on the basis set out in this Agreement (including as to the assets and liabilities of the Businesses which are to be transferred to the Purchaser) and the Scheme Documents (as agreed in accordance with Clause 4.4) save that, notwithstanding any submissions or arguments made by the Business Sellers and the Purchaser to the contrary, where the FSA, the Court or any other Regulatory Authority requires any Excluded Asset to be transferred pursuant to the Scheme (or the same is required by any Law and Regulation) such Excluded Asset shall be transferred pursuant to the Scheme and, to the extent permitted by Law and Regulation, Clause 9.6 shall apply to such Excluded Asset, failing which, such Excluded Asset shall for the purposes of this Agreement be treated as a Business Asset;
 
 
(iii)  
the period between the Scheme Posting Date and the RBS England Effective Time is no longer than such period as is set out in the Separation Plan as at the date of this Agreement (being approximately four (4) months) (including, where appropriate, by delaying the Scheme Posting Date if that would otherwise not be expected to be the case);
 
 
(iv)  
the RBS England Effective Time shall be a date falling less than five calendar months after the Price Adjustment Reference Date;
 
 
(v)  
the RBS Wales Effective Time shall be a date falling not more than 1 calendar month after the NatWest Effective Time and the RBS England Effective Time shall be a date falling not more than 2 calendar months after the NatWest Effective Time;
 
 
(vi)  
each Business Seller (in the case of the Purchaser) and the Purchaser (in the case of each Business Seller) (a) is given reasonable notice of any meeting or other discussion which the relevant party is proposing to hold with, or submission which it is proposing to make to, the FSA or the Court concerning the Scheme and/or the transactions related thereto and (b) is permitted to participate in such meeting or discussion and to review and comment on such submission; and
 
 
(vii)  
all matters relating to the implementation of the Scheme (including the preparation of the Scheme Documents, all requests and enquiries from the
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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FSA or the Court relating to the Scheme) shall be dealt with by the Business Sellers and the Purchaser in consultation with each other and the Business Sellers and the Purchaser shall co-operate with each other and provide to each other all information and assistance as may be reasonably necessary in connection with the implementation of the Scheme and no party shall, in relation to the Scheme, provide any undertaking to, or agree any matter with, or submit any document to, the FSA or the Court without the prior written consent of such parties.
 
4.3.2  
The Business Sellers shall procure that the West Register Business Assets shall be transferred to RBS or NatWest as soon as reasonably practicable following the date of the Original Agreement and, in any event, by such date as will ensure that such Business Assets will be transferred to the Purchaser pursuant to the Scheme. The Business Sellers shall consult with the Purchaser in relation to the transfer of such Business Assets, shall provide the Purchaser with drafts of all documentation relating to such transfer, shall provide the Purchaser with reasonable time to review and comment on such documentation and shall incorporate all comments on such drafts as may be reasonably made by the Purchaser.
 
4.3.3  
The parties shall consult with each other with a view to agreeing the method by which the Business Assets (together with any related Assumed Liabilities) that relate to Businesses (or the relevant part(s) thereof) carried on by NWHL (the " NWHL Business ") are to be transferred to the Purchaser and, in particular, whether such transfer is to take effect pursuant to the Scheme or pursuant to some other mechanism as agreed between the parties. In the absence of any such agreement, Clause 4.5 shall apply to the transfer of such Business Assets. In any case, the parties agree that the NWHL Business shall be transferred to the Purchaser at the same time as the other NatWest Businesses.
 
4.4  
The Scheme Documents
 
4.4.1  
The Business Sellers and the Purchaser each undertakes to offer and afford all reasonable co-operation, information and assistance as may be requested by the other party in respect of the preparation of any Scheme Document in a timely manner in order that the Scheme can be implemented in accordance with Clause 4.3.
 
4.4.2  
Subject to the proviso set out in Clause 4.3.2, the Business Sellers and the Purchaser each agrees that the Scheme Documents shall (unless otherwise agreed by the parties) be consistent with the terms set out in this Agreement.
 
4.4.3  
The parties agree that the Business Sellers shall prepare the Scheme Documents and shall consult with the Purchaser in relation to the preparation thereof. The Business Sellers agree to submit drafts and revised drafts of the Scheme Documents to the Purchaser and provide the Purchaser with sufficient time to review and comment on such drafts. The Business Sellers shall incorporate all comments on such drafts as may reasonably be made by the Purchaser and, where necessary, discuss any comments with the Purchaser for the purposes of preparing revised drafts. The Business Sellers and the Purchaser acknowledge that the Scheme Documents are subject to review and comment by third parties, including but not limited to, the FSA and Counsel who will be appointed to represent any or all of the parties at Court and the Business Sellers shall consult with the Purchaser with a view to agreeing any amendments proposed by any
 
 
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such third parties. For the purposes of complying with the obligations set out above, the Business Sellers (and/or the Business Sellers' Lawyers) shall meet with the Purchaser (and/or the Purchaser's lawyers, Slaughter and May) on a reasonably regular basis to discuss the Scheme Documents and the timetable for implementing the Scheme.
 
4.4.4  
The parties shall consult with each other and shall use reasonable endeavours to agree Counsel to be appointed to represent any or all of the parties at Court in relation to the Scheme.
 
4.4.5  
The Scheme Documents and all communications and notifications relating to the Scheme shall be consistent in all material respects with the Scheme.
 
4.4.6  
The parties agree that no Scheme Document shall be finalised or published without the prior approval of the Business Sellers and the Purchaser (such consent not to be unreasonably withheld or delayed).
 
4.4.7  
The Scheme Documents shall include any addition or amendment to the Scheme required to correct a manifest error or omission.
 
4.4.8 
The parties agree that prior to the NatWest Closing (in respect of the NatWest Businesses), prior to the RBS Wales Closing (in respect of the RBS Wales Businesses) and prior to the RBS England Closing (in respect of the RBS England Businesses) the Business Sellers shall have responsibility for preparing, publishing and issuing all communications and notifications to Customers relating to the sale and purchase of the Businesses contemplated by this Agreement, including, without limitation but subject to Part B of Schedule 23, in relation to the launch of the Channel Carve-Out and in relation to the Friends and Family Transfer. The parties shall consult with each other as to the content of all such communications and notifications, shall provide to each other all information and assistance as may be reasonably necessary in connection therewith and shall incorporate all comments as may be reasonably made by the other. Subject to Clause 4.4.10, no communication or notification to any Customer relating to the sale and purchase of the Businesses contemplated by this Agreement shall be published or issued by the Business Sellers (or any of them) without the prior consent of the Purchaser (such consent not to be unreasonably withheld or delayed).
 
4.4.9 
Prior to the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses, the Purchaser shall not publish or issue any communication or notification to Customers relating to the sale and purchase of the Businesses without the prior consent of the Business Sellers, other than any communication which is sent to any customer or employee of any member of the Purchaser’s Group or which is published or issued by the Purchaser pursuant to general marketing activities.
 
4.4.10  
Where any communication or notification (or part of a communication or notification) to Customers relating to the sale and purchase of the Businesses contemplated by this Agreement, other than a Scheme Document, is required by Law and Regulation to be published by the Business Sellers, to the extent reasonably practicable, the Purchaser shall be afforded reasonable time to consider and comment on the contents of such communication or notification and the Business Sellers shall reasonably consider any such comments as may be made by the Purchaser in connection with such communication or notification.
 
 
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4.5  
Non-Scheme Assets and Central Assets
 
4.5.1  
Where any Business Asset (a “ Non-Scheme Asset ”) is not capable of being transferred to the Purchaser pursuant to the Scheme, then save for any Contract and/or Loan Guarantee/Security in respect of which Schedule 5 applies, the following shall apply:
 
 
(i)  
the relevant Business Seller shall transfer any Non-Scheme Asset to the Purchaser on the NatWest Closing (in the case of a Non-Scheme Asset which relates to the NatWest Businesses), on the RBS Wales Closing (in the case of a Non-Scheme Asset which relates to the RBS Wales Businesses) or on the RBS England Closing (in the case of a Non-Scheme Asset which relates to the RBS England Businesses), in each case in accordance with Clause 7 and Schedule 11 and in compliance with all applicable Law and Regulations; and
 
 
(ii)  
the relevant Business Seller and the Purchaser shall prepare, execute, publish and release any agreements, communications, notices, documents or other instruments (the “ Non-Scheme Documents ”) that may be required by Law and Regulation or any Regulatory Authority in connection with the transfer of any Non-Scheme Assets to the Purchaser, or which may be reasonably necessary or desirable in connection with the transfer of any Non-Scheme Asset to the Purchaser.
 
4.5.2  
Where:
 
 
(i)  
any Business Asset relates both to the NatWest Businesses and to the RBS Wales Businesses or to the RBS England Businesses, the parties agree that such asset shall be transferred to the Purchaser on the RBS Wales Closing or on the RBS England Closing (as the case may be);
 
 
(ii)  
any Business Asset relates to the NatWest Businesses, RBS Wales Businesses and RBS England Businesses, the parties agree that such asset shall be transferred to the Purchaser on the RBS England Closing,
 
save where applicable Law and Regulation or the Scheme requires the relevant asset to be transferred to the Purchaser on a different Closing Date.
 
4.6  
SFL, EFG and EIB Loans
 
4.6.1  
In respect of any Client Agreement (a “ CFE Client Agreement ”) which relates to a loan Product that is part of the Small Firms Loan Guarantee Scheme or the Enterprise Finance Guarantee Scheme, in each case as such scheme is operated by Capital for Enterprise Limited (“ CFE ”) the parties shall, as soon as reasonably practicable following the date of the Original Agreement, jointly approach CFE in order to discuss and agree with CFE any actions which are reasonably required to be taken either by the Business Sellers or the Purchaser in order to effect the transfer of any CFE Client Agreements to the Purchaser in accordance with the terms of this Agreement.
 
4.6.2  
In relation to any Client Agreement (an “ EIB Client Agreement ”) which relates to a loan Product that is part of the European Investment Bank’s small to medium sized enterprise funding scheme, the parties shall, as soon as reasonably practicable following the date of the Original Agreement, jointly approach the EIB to discuss and agree with the EIB any actions which are reasonably required to be taken by either the Business Sellers or the
 
 
45

 
 
Purchaser in order to effect the transfer of the EIB Client Agreements to the Purchaser in accordance with the terms of this Agreement.
 
5  
Pre-Closing
 
5.1  
The Business Sellers’ Obligations in Relation to the Conduct of Business
 
Subject to Law and Regulations and Clauses 5.2 and 5.3, each of the Business Sellers undertakes (in each case in relation to each Business (including, for the purpose of this first sentence of Clause 5.1, the Additional Excluded Products) being transferred by it), between the date of the Original Agreement and the relevant Friends and Family Transfer (in respect of the Friends and Family Customers), the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses), that it shall carry on the relevant Business (including, for the purpose of this first sentence of Clause 5.1, the Additional Excluded Products) as a going concern and in the ordinary and usual course as carried on as at the date of the Original Agreement. In particular, subject as aforesaid, each of the Business Sellers undertakes (in each case in relation to each Business being transferred by it) between the date of the Original Agreement and the Friends and Family Transfer (in respect of the Friends and Family Customers), the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) that:
 
5.1.1  
it shall, or shall procure that the relevant members of the RBSG Group shall, maintain in force all existing insurance policies for the benefit of the Business Sellers (in relation to the Businesses) and shall not knowingly do anything to make any such policy of insurance void or voidable. For the avoidance of doubt, nothing in this Clause 5.1.1 shall prevent or restrict any of the Business Sellers replacing existing insurance policies (in relation to the Businesses) in the ordinary course of business with new insurance policies with materially equivalent cover provided that a summary of the material terms of any such new insurance policy shall be provided to the Purchaser as soon as reasonably practicable following the date on which such new policy is entered into;
 
5.1.2  
it shall not, without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed:
 
 
(i)  
enter into any Contract involving any capital expenditure in respect of Business Assets in excess of ** * and ** * , in each case exclusive of VAT (or the equivalent);
 
 
(ii)  
enter into any agreement, which would constitute a Contract or a Loan Guarantee/Security or a GTS Instrument; and:
 
 
(a)  
which contains any unusual or abnormal terms which are material in the context of the Businesses unless (in the case of Client Agreements, Loan Guarantees/Security or GTS Instruments) such
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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terms are consistent with the terms applied by either Business Seller in relation to its relevant banking business generally;
 
 
(b)  
which is with any member of the RBSG Group, other than on arm’s length terms (other than deeds of priority executed in connection with any PPA or GTS Instruments);
 
 
(c)  
(other than a Client Agreement, a Loan Guarantee/Security, a GTS Instrument, a lease or any other related or similar agreement, undertaking and arrangement with respect to a Business Property and subject to the provisions of Schedule 3) which is not capable of being terminated without compensation at any time with ** * notice or less;
 
 
(d)  
which is an agreement, undertaking or commitment which would neither constitute a Client Agreement, a Loan Guarantee/Security, a GTS Instrument nor involve capital expenditure and which involves or may involve total annual expenditure   ***; or
 
 
(e)  
which is with any third party provider relating to the distribution of ***, in each case excluding GTS Instruments;
 
 
(iii)  
(except for any amendment or variation reasonably necessary to facilitate any transfer or assignment of any Contract or other transaction contemplated by the Transaction Documents) other than in the ordinary course of business amend or vary any Contract (other than any Client Agreement or Loan Guarantee/Security) save for any minor amendment or variation or any amendment or variation required by Law and Regulations;
 
 
(iv)  
other than in the ordinary course of business, dispose of or agree to dispose of any Business Asset having *** or any interest in that Business Asset;
 
 
(v)  
other than in the ordinary course of business or in connection with Segregation acquire, or enter into any agreement to acquire any asset or assets having *** and which, if acquired, would constitute Business Assets;
 
 
(vi)  
subject to the provisions of Schedule 3 or as a result of the closure or relocation of a Business Property following the expiry or termination of a Lease, close, sell, consolidate or relocate any existing branch, sub-branch or business unit which is a Business Property or (other than as a result of a relocation carried out in accordance with the terms of Schedule 3) open any new branch, sub-branch, business unit or representative office which would become a Business Property;
 
 
(vii)  
***
 
 
(viii)  
create, grant or issue any Encumbrance over any of the Business Assets other than in relation to any capital raising by the RBSG Group or posting collateral in the ordinary course of business;
 
 
(ix)  
transfer or seek to transfer any material asset which is a Business Asset to another member of the RBSG Group, or allow another member of the
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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RBSG Group to use such asset, in each case so that such asset no longer constitutes a Business Asset;
 
 
(x)  
other than in the ordinary course of business, waive or forgive any amount owed to the relevant Business which, either singly or in aggregate, is in excess of ** * ;
 
 
(xi)  
initiate, settle or abandon any claim, litigation, arbitration or other proceedings relating predominantly to a Business where any such claim, litigation, arbitration or proceedings, or series of related claims arising from substantially similar facts or circumstances, might reasonably be expected to result in a liability of ***, in each case other than any claim, litigation, arbitration or other proceedings where the outcome may result in series of claims against the RBSG Group in respect of the same or similar issue;
 
 
(xii)  
make any loan (other than (a) pursuant to Client Agreements; (b) in the ordinary course of business; or (c) loans given or facilitated by any member of the RBSG Group to Relevant Employees as part of the terms of employment referred to in paragraph 4 of Schedule 6) to any person and in the case of a Relevant Employee only on substantially the same terms as those disclosed in the Data Room as being the standard terms applicable to that grade or category of employee;
 
 
(xiii)  
grant any guarantee or indemnity for the obligations of any person or incur any indebtedness, in each case except in the ordinary course of business;
 
 
(xiv)  
***
 
 
(xv)  
***
 
 
(xvi)  
***
 
 
(xvii)  
take any steps to terminate or suspend (or give notice of the termination or suspension of) the employment of any Relevant Employee, other than for cause;
 
 
(xviii)  
assign, license, charge, abandon, cease to prosecute or otherwise dispose of, or fail to maintain or diligently pursue applications for, any of the Business Intellectual Property or enter into any licence, sub-licence, assignment or other similar agreement in respect of or affecting any licences of Business Intellectual Property;
 
 
(xix)  
enter into any tenancy, lease or licence agreement in respect of or affecting any of the Business Properties save and except for the renewal of the relevant tenancy lease or licence in accordance with the provisions in Schedule 3;
 
 
(xx)  
dispose of, or agree to dispose of, or grant or agree to grant any option in respect of any Business Property or interest therein;
 
 
(xxi)  
grant, or agree to grant any rights over or create any restriction, covenant or Encumbrance affecting any Business Property;
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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(xxii)  
surrender, agree to surrender, serve any break notice or terminate for any other reason whatsoever any Letting Documents (as defined in Schedule 3) affecting the Business Properties; or
 
 
(xxiii)  
enter into any agreement (conditional or otherwise) to do any of the foregoing.
 
5.1.3  
it shall not, without giving notice in writing to the Purchaser at least 5 Business Days prior to the relevant act or matter being taken or effected:
 
 
(i)  
enter into any agreement (not being a Contract) involving any capital expenditure in respect of Business Assets ** * (or the equivalent);
 
 
(ii)  
alter or amend any of the material accounting policies or material accounting principles applied by the Business Sellers in respect of any of the Businesses;
 
 
(iii)  
***
 
 
(iv)  
enter into any Client Agreement or Loan Guarantee/Security otherwise than on the terms of the relevant Standard Form Client Agreement (where applicable) (as such terms may be amended or varied in accordance with the relevant Procedures and Policies) or amend any existing Client Agreement or Loan Guarantee/Security otherwise than in accordance with the relevant Procedures and Policies or, in each case, if no Policies and Procedures apply to such Standard Form Agreement, otherwise than in the ordinary course of business;
 
 
(v)  
enter into any agreement (conditional or otherwise) to do any of the foregoing; or
 
 
(vi)  
give or make, or permit to be given or made, to any group of Relevant Employees from time to time, any centrally disseminated written communication (or centrally disseminated electronic communication) which concerns the sale and purchase of the Businesses or which may concern or affect their employment after the Relevant Closing (including its terms), without giving the Purchaser the opportunity to provide its comments in relation thereto, and the parties will work together in good faith with a view to  agreeing such communications.
 
5.1.4  
it shall not, without giving notice in writing to the Purchaser at or within 5 Business Days after the time at which the relevant act or matter is taken or effected:
 
 
(i)  
materially alter any of the *** applicable to the Business or materially alter *** from the criteria operated by the Business Sellers at the date of the Original Agreement in each case where such alteration could reasonably be considered to increase the credit exposure or risk profile of the Business;
 
 
(ii)  
materially alter or amend any of the Procedures and Policies, *** adopted by the Businesses as at the date of the Original Agreement or *** less than cost which in each case would be material in the context of the Businesses except where, in the case of SME Customers and Mid-
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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Corporate Customers, to give such notice would require the Business Sellers to disclose information which could reasonably be considered to be commercially sensitive;
 
 
(iii)  
(except for any amendment or variation reasonably necessary to facilitate any transfer or assignment of any Client Agreement or Loan Guarantee/Security or other transaction contemplated by the Transaction Documents) amend or vary any Standard Form Client Agreement, save for any amendment or variation which is not material in the context of the Businesses taken as a whole or any amendment or variation required by Law and Regulations;
 
 
(iv)  
alter or amend in a manner which is not material any of the accounting policies or accounting principles applied by the Business Sellers in respect of any of the Businesses;
 
 
(v)  
sell or provide any product to Customers which is not currently sold or provided by the Business Sellers and which, if so sold or provided, would constitute a Product;
 
 
(vi)  
make any amendment to any *** which relates to the Businesses and which would be material in the context of the Businesses;
 
 
(vii)  
enter into, or agree to enter into, any EIB Client Agreement (as defined in Clause 4.6.2) which would result in the Business Seller’s aggregate unfunded commitments under all EIB Client Agreements exceeding ***;
 
 
(viii)  
enter into any agreement (conditional or otherwise) to do any of the foregoing.
 
5.2  
The obligations in Clause 5.1 shall not apply to any act or matter which:
 
5.2.1  
is agreed in writing by the Purchaser;
 
5.2.2  
is required by Law and Regulations (including compliance with the FSA’s Treating Customers Fairly programme) or any government lending commitments by which the Business Sellers are bound or commit to in accordance with Good Industry Practice provided that where any action is to be taken as a result of this clause 5.2.2, the relevant Business Seller shall, so far as reasonably practicable and so long as it does not prevent the relevant Business Seller dealing with Customers in the ordinary course of business and in so far as the relevant Business Seller is permitted to do so by Law and Regulations:
 
 
(i)  
in the case of an act or matter referred to in Clause 5.1.2 notify the Purchaser in writing prior to such action being taken and, to the extent reasonably practicable, consult with the Purchaser as to the action which is to be taken (and where the relevant Business Seller does not in accordance with this clause 5.2.2, notify the Purchaser in advance of any action which is taken, it shall notify the Purchaser in writing of such action as soon as reasonably practicable after such action has been taken);
 
 
(ii)  
in the case of an act or matter referred to in Clause 5.1.3 notify the Purchaser in writing prior to such action being taken (and where the
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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relevant Business Seller does not in accordance with this clause 5.2.2, notify the Purchaser in advance of any action which is taken, it shall notify the Purchaser in writing of such action as soon as reasonably practicable after such action has been taken); and
 
 
(iii)  
in the case of an act or matter referred to in Clause 5.1.4, notify the Purchaser in writing at the time that such action is being taken (and where the relevant Business Seller does not in accordance with this clause 5.2.2, notify the Purchaser at the time that such is taken, it shall notify the Purchaser in writing of such action as soon as reasonably practicable after such action has been taken);
 
5.2.3  
would result in the Business Sellers breaching any duty of confidentiality which is owed to any third party; or
 
5.2.4  
is required in order to transfer the West Register Business Assets to the Business Sellers in accordance with Clause 4.3.2.
 
5.3  
Without prejudice to the obligations in Clause 5.1, the Business Sellers shall not and shall procure that no member of the RBSG Group shall, take or omit to take any action outside the ordinary course of business which may affect the amount of Cash which is in, or held by, the Businesses at the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) or the RBS England Closing (in respect of the RBS England Businesses).
 
5.4  
Access
 
5.4.1  
Subject to Law and Regulations, as from the date of the Original Agreement, in relation to each Business, until the earlier of the RBS England Closing or the Long Stop Date, the Business Sellers shall upon reasonable notice of the timing, purposes and scope of such access, and during normal business hours, procure that a reasonable number of persons representing the Purchaser   are given reasonable access to:
 
 
(i)  
the Business Properties and any other premises from which the Businesses are operated or where their Books and Records are kept;
 
 
(ii)  
all the Books and Records provided that copies shall not be taken;
 
 
(iii)  
the Senior Employees; and
 
 
(iv)  
such other information and/or employees of the RBSG Group as the Purchaser reasonably requires,
 
in each case to the extent such access is reasonably necessary for planning Separation, Data Migration, Mid-Corporate and Complex SME Data Migration, the Scheme, the integration of the Businesses with the Purchaser’s businesses following the Closings and/or the implementation of the transactions contemplated by this Agreement under Clause 6, provided that the Business Sellers shall, pursuant to this Clause 5.4.1, be required to disclose information which relates only to the Businesses (the “ Business Information ”) and shall not be required to disclose any information to the Purchaser which relates to any Excluded Business or any other information which could reasonably be considered to be confidential or commercially sensitive (together, the “ Non-Business Information ”), provided that
 
 
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where any document or record contains both Business Information and Non-Business Information, the Business Sellers shall extract the Business Information from such document or record and provide the same to the Purchaser, or persons representing the Purchaser, in accordance with this Clause 5.4.1.
 
5.4.2  
Without prejudice to Clause 5.4.1, and subject to Law and Regulations, the Business Sellers shall, in relation to each Business and upon reasonable prior notice from the Purchaser or, if applicable, in accordance with the timing agreed in the Separation Plan, procure that a reasonable number of persons representing the Purchaser are given reasonable access to the Business Properties prior to the Closings for the purposes of planning and implementing certain re-branding, security and other works as may be reasonably necessary in connection with Separation and the transfer of the relevant Business to the Purchaser. The details of the access to premises to be granted, works to be undertaken, extent of re-branding, security and other works and related risk-protection mechanisms which may be required by both parties will be discussed and agreed by the Joint Implementation Committee and an appropriate agreement entered into by the parties, it being acknowledged that such access shall not cause any material interruption to the operation of the Businesses. In the event that the Relevant Closing does not take place in accordance with the terms of this Agreement, the Purchaser shall be responsible for, and bear the costs of, reversing the re-branding, security or other works undertaken by the Purchaser under this Clause 5.4.2.
 
5.4.3  
The Business Sellers shall, following 5.00 p.m. on the NatWest Closing Date, 5.00 p.m. on the RBS Wales Closing Date and 5.00 p.m. on the RBS England Closing Date, provide the Purchaser, or the Purchaser’s representatives, with access to the relevant Business Properties so as to allow the Purchaser to undertake such further re-branding or other operational activities as may be reasonably necessary or desirable in connection with the transfer and transition of the relevant Business to the Purchaser on the Relevant Closing.
 
5.5  
Reporting
 
5.5.1  
Subject to any Law and Regulations and Clauses 5.5.2 and 5.5.3, for the period from the date of the Original Agreement until the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses or, if earlier, the Long Stop Date, the Business Sellers shall provide to the Purchaser on a monthly basis (in accordance with Clause 5.5.4) the information set out in Part A of Schedule 18 in relation to each Business in the form and prepared in a manner which is consistent with internal reporting practices immediately prior to the date of the Original Agreement.
 
5.5.2  
The Business Sellers shall ensure that, as soon as reasonably practicable following the date of the Original Agreement, and in any event in respect of the month ended 31 October 2010 (with the results available in December 2010), the information set out in Part A of Schedule 18 which is colour coded amber is capable of being provided to the Purchaser on a monthly basis and, thereafter, subject to any Law and Regulations the Business Sellers shall provide such information to the Purchaser on a monthly basis (in accordance with Clause 5.5.4) for the period until the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses or, if earlier, the Long Stop Date with the exception of any item that is reasonably considered to be impossible or excessively costly to extract from the RBSG Group’s systems or is not available.
 
 
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5.5.3  
The Business Sellers shall use all reasonable endeavours to ensure that information set out in Part A of Schedule 18 which is colour coded red is capable of being made available as early as possible in 2011 on a monthly basis and, thereafter, subject to any Law and Regulations the Business Sellers shall provide such information to the Purchaser on a monthly basis (in accordance with Clause 5.5.4) for the period until the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses or, if earlier, the Long Stop Date with the exception of any item that is reasonably considered to be impossible or excessively costly to extract from the RBSG Group’s systems or is not available.
 
5.5.4  
The information to be provided by the Business Sellers pursuant to Clauses 5.5.1 to 5.5.3 shall, for the period to 31 December 2010, be provided not more than 35 Business Days following the end of the relevant calendar month, excluding the information set out in the section of Part A of Schedule 18 entitled “Risk Metrics” (the “ Risk Metrics Information ”) which is to be provided not more than 40 Business Days following the end of the relevant calendar month (with the first monthly information to be provided in respect of August 2010 on or before 17 October 2010, except for the information relating to the Risk Metrics Information which is to be provided on or before 31 October 2010). For the period from 1 January 2011 until the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses or, if earlier, the Long Stop Date such information shall be provided not more than 30 Business Days following the end of the relevant calendar month, excluding the Risk Metrics Information which is to be provided not more than 40 Business Days following the end of the relevant calendar month (with the first monthly information for 2011 to be provided in respect of January 2011 on or before 27 February 2011).
 
5.5.5  
In addition, the Business Sellers shall provide to the Purchaser:
 
 
(i)  
as soon as reasonably practicable following the Original Agreement, internal management accounts for the months ending 30 June 2010 and 31 July 2010 prepared in a manner which is consistent with internal reporting practices immediately prior to the date of the Original Agreement;
 
 
(ii)  
on or before 15 October 2010, historical trend information in relation to the profit and loss account, balance sheet and product level data of the Businesses for the period from 1 January 2010 to 30 June 2010. Such information shall be accompanied by an appropriate glossary of definitions and commentaries on performance trends;
 
 
(iii)  
on or before 15 November 2010, an update to the financial forecast information in relation to the Businesses for the financial year ending 31 December 2011;
 
 
(iv)  
on or before 15 November 2011, an update to the financial forecast information in relation to the Businesses for the financial year ending 31 December 2012; and
 
 
(v)  
upon the reasonable request of the Purchaser, the information set out in Part A of Schedule 18 in relation to the Additional Excluded Products in respect of the period up to the Price Adjustment Reference Date and, in
 
 
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respect of such information that relates to the loan impairment provisions relating to the Additional Excluded Products, the Relevant Closing Date.
 
5.5.6  
Subject to Clause 5.5.11, with effect from the date of this Agreement for the period until each Relevant Closing or, if earlier, the Long Stop Date, the Business Sellers shall provide to the Purchaser the information set out in Part B of Schedule 18 in relation to each Business on the basis and in the form set out in Part B of Schedule 18 .
 
5.5.7  
Subject to Clause 5.5.11, with effect from the date of this Agreement, the Business Sellers shall use all reasonable endeavours to ensure that the information set out in Part C of Schedule 18 is capable of being made available to the Purchaser (or, where necessary, only to members of the Clean Team), as soon as practicable after the date of this Agreement and by the dates set out against each such piece of information in Part C of Schedule 18 at the latest, for the period until each Relevant Closing or, if earlier, the Long Stop Date.
 
5.5.8  
Subject to Clause 5.5.11, with effect from the date of this Agreement, the Business Sellers shall make available the information set out in Part D of Schedule 18 to the Purchaser (or, where necessary, only to members of the Clean Team) by 31 December 2011 at the latest, for the period until each Relevant Closing or, if earlier, the Long Stop Date, and without prejudice to the foregoing, shall use all reasonable endeavours to ensure that such information is capable of being so made available as soon as practicable after the date of this Agreement .
 
5.5.9  
Subject to Clause 5.5.11, the parties agree that in respect of the Rainbow Credit Risk Pack (Business Banking, Commercial Banking and Mid-Corporate), a specimen template of which is included in Part E of Schedule 18, the Business Sellers will, on a monthly basis from the date of this Agreement until each Relevant Closing or, if earlier, the Long Stop Date, provide a redacted (in respect of names and commentary) copy of such report and underlying data to the Purchaser, provided that the Business Sellers retain the right to alter such report to meet any changes in the Business Sellers’ business needs but will in any case continue to provide the underlying data referred to in the specimen template included in Part E of Schedule 18.
 
5.5.10  
Subject to Clause 5.5.11, the parties agree that in respect of the Retail Credit Risk Report, a specimen template of which is included in Part F of Schedule 18, the Business Sellers will, on a monthly basis from the date of this Agreement until each Relevant Closing or, if earlier, the Long Stop Date, provide a redacted (in respect of names and commentary) copy of such report and underlying data to the Purchaser, provided that the Business Sellers retain the right to alter such report to meet any changes in the Business Sellers’ business needs but will continue in any case to provide the underlying data referred to in the specimen template included in Part F of Schedule 18.
 
5.5.11  
The information to be provided by the Business Sellers:
 
 
(i)  
pursuant to Clause 5.5.6 in respect of all information designated Corporate Risk or Retail Risk shall be provided as soon as possible, and in any case not more than 40 Business Days, following the end of the relevant calendar month, with the first monthly information to be provided in respect of the month ending 30 September 2011 on or before 25 November 2011;
 
 
(ii)  
pursuant to Clause 5.5.6 in respect of all information not covered by (i) above, shall be provided as soon as possible, and in any case not more than 30 Business Days, following the end of the relevant calendar month,
 
 
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save that the monthly information to be provided in respect of the month ending 31 October 2011 shall be provided on or before 31 December 2011;
 
 
(iii)  
pursuant to Clause 5.5.7 shall, once capable of being made available, be provided as soon as possible, and in any case not more than 30 Business Days, following the end of the relevant calendar month;
 
 
(iv)  
pursuant to Clause 5.5.8 shall be provided as soon as possible, and in any case not more than 40 Business Days, following the end of the relevant calendar month; and
 
 
(v)  
pursuant to Clauses 5.5.9 and 5.5.10 shall be provided as soon as possible, and in any case not more than 40 Business Days, following the end of the relevant calendar month, with the first monthly information to be provided in respect of the month ending 30 September 2011 on or before 25 November 2011.
 
5.5.12  
For the avoidance of doubt, where reference is made in this Clause 5.5 to the provision of information for the period up to the Long Stop Date, such information shall continue to be provided notwithstanding the occurrence of the Long Stop Date if this Agreement has not terminated as at (or prior to) the Long Stop Date, any of the Relevant Closings has not yet taken place by the Long Stop Date and the parties are continuing to proceed to the Relevant Closing(s) in accordance with this Agreement, in which case such information shall continue to be provided in accordance with the terms of this Clause 5.5 for such period as the parties are continuing to proceed to the Relevant Closings in accordance with this Agreement.
 
5.5.13  
The Business Sellers shall consider, in good faith, any amendments or additions to the form and/or content of the information to be provided pursuant to this Clause 5.5 as may be reasonably requested by the Purchaser and shall consult with the Purchaser with a view to agreeing any such amendments or additions. In particular, the Business Sellers shall consult with the Purchaser as to the feasibility of the Business Sellers producing a monthly interest statement based on customer rates.
 
5.5.14  
Whilst the parties shall work together to find solutions in respect of the provision of information in accordance with paragraph 2.3 of Schedule 24, for the avoidance of doubt, the Business Sellers shall not be required to disclose any information to the Purchaser in accordance with a request for additional information under Clause 5.5.13 which (a) is not practically available information, or cannot be reasonably constructed using available information, or (b) would contravene the requirements of any Law and Regulations.
 
5.5.15  
At the Relevant Closing, the Business Sellers shall provide to the Purchaser, in respect of each Complex SME and Mid-Corporate Customer transferring to the Purchaser at the Relevant Closing, output from the Business Sellers’ ** * model which applied to such Customer immediately prior to the Relevant Closing. *** will be provided to the Purchaser on a non-reliance basis such that (save where the loss arises as a result of any fraud or wilful misconduct of a Business Seller or any of its employees) the Purchaser shall have no recourse to the Business Sellers in connection with the Purchaser’s use of such information.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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5.6  
Joint Business Committee
 
5.6.1  
As soon as practicable after the date of this Agreement, the parties shall constitute a joint business committee (the “ Joint Business Committee ”) in order to discuss the financial and operating performance of the Businesses between the date of the Original Agreement and the Friends and Family Transfer (in respect of the Friends and Family Customers), the NatWest Closing (in the case of the NatWest Businesses), the RBS Wales Closing (in the case of the RBS Wales Businesses) and the RBS England Closing (in the case of the RBS England Businesses).
 
5.6.2  
For the avoidance of doubt the Business Sellers shall not be required to disclose any information to the Purchaser at a Joint Business Committee meeting which (a) is Non-Business Information or (b) subject to the provisions of Schedule 24 would contravene the requirements of any Law and Regulations.
 
5.6.3  
The Business Sellers (acting together) and the Purchaser shall have the right to appoint an equal number of persons to the Joint Business Committee.
 
5.6.4  
Without prejudice to any other provision of this Clause 5.6, the parties acknowledge and agree that the Joint Business Committee shall have the delegated authority, and operate in accordance with the provisions set out in Schedule 24.
 
5.7  
Approved Persons
 
5.7.1  
At least 3 months prior to the NatWest Closing Date, the Business Sellers shall provide to the Purchaser a list of Relevant Employees who are Approved Persons (as defined in the FSA Rules) of any Business Seller and shall notify the Purchaser of any changes to such list at the end of each calendar month between the date on which such list is provided and the Relevant Closing (with the persons on such list, as so amended, being the “ Transferring Approved Persons ”).
 
5.7.2  
The Business Sellers shall provide the Purchaser with such information as it reasonably requests and which is reasonably required for the Transferring Approved Employees to acquire the status of an Approved Person (as defined in the FSA Rules) of the Purchaser and, if reasonably required by the Purchaser, that the Business Sellers shall use reasonable endeavours to arrange for any relevant documentation to be completed and executed.
 
5.8  
The Business Sellers Obligations in relation to Relevant Employees
 
5.8.1  
Nothing in clause 5.1 will restrict the Business Sellers’ ability in relation to the Relevant Employees to put in place (at the Business Sellers’ cost) such ** * as it reasonably believes are appropriate in the circumstances provided the Business Sellers bear the costs of *** in accordance with paragraph 7 of Schedule 6.
 
5.9  
Credit Approvals
 
5.9.1  
During the period from the date of the Original Agreement to the Friends and Family Transfer Date (in respect of the Friends and Family Customers), the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses):
 
 
(i)  
where any Business Seller is proposing to enter into any agreement which, if entered into, would constitute a Client Agreement, or where any Business Seller is proposing to renew or restructure an existing Client Agreement; and
 
 
(ii)  
the entering into, renewal or restructuring of such agreement (a “ Material Agreement ”) would result in the credit exposure of the Businesses increasing by *** or more relative to the position prior to the entering into, renewal or restructuring of the relevant agreement,
 
then the relevant Business Seller shall not enter into, renew or restructure such agreement without the prior written consent of the Purchaser, save where the relevant Business Seller reasonably considers that the seeking of such consent from the Purchaser would contravene any Law and Regulation.
 
5.9.2  
In the event that the Purchaser does not consent to the entering into, renewal or restructuring of a Material Agreement (including in cases where the relevant Business Seller has not sought such consent in accordance with clause 5.9.1), then the relevant Business Seller may, nevertheless, enter into, renew or restructure such Material Agreement and, in such an event, the relevant agreement shall not be transferred to the Purchaser pursuant to the terms of this Agreement but shall be deemed for the purposes of this Agreement to form part of the Excluded Business.
 
5.10  
Secondees
 
5.10.1  
Following the date of the Original Agreement, the Business Sellers and the Purchaser shall meet to discuss and explore any ways in which, without contravention of any Law and Regulations, the Purchaser may be able to appoint any persons (up to a maximum of ten) as secondees (the “ Secondees ”) to work in the Businesses from any date following the date of the Original Agreement until the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses).  If the Business Sellers, acting reasonably, consider that the appointment of any such Secondees would contravene any Law and Regulations, no such Secondees shall be so appointed.
 
5.10.2 
If any Secondees are appointed in accordance with Clause 5.10.1, the Purchaser shall have absolute discretion as to the identity of those who are so appointed, provided that no Secondee shall form part of the Businesses’ executive management team. In addition, during the period in which any Secondee is working in the Businesses, save where required by Law and Regulations, such Secondee shall not be permitted to have any contact whatsoever with the Purchaser and the Purchaser shall not contact any Secondee.  Any Secondees so appointed shall be seconded to the Businesses on fixed term contracts and on the basis of the Business Sellers’ standard terms and conditions of employment (subject to any enhanced confidentiality undertakings as the Business Sellers may request).
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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5.11  
***
 
5.12   
The Business Sellers shall use best endeavours to deliver to the Purchaser as soon as practicable after the date of the Original Agreement the following information in relation to those Mid-Corporate Customers whose customer identification numbers are set out in Part A of Schedule 17 (the “ Additional Mid-Corporate Customers ”):
 
 
(i)  
assets and liabilities as at 30 June 2010;
 
 
(ii)  
impairment provisions as at 30 June 2010;
 
 
(iii)  
Master Grade Score;
 
 
(iv)  
SIC classification; and
 
 
(v)  
Confirmation of any undrawn and any other off balance sheet commitments.
 
6  
Implementation and Separation planning
 
6.1  
Cooperation
 
6.1.1  
The parties agree and acknowledge that the objective of the parties in relation to Separation is the timely and effective separation of the Businesses from the RBSG Group, moving from one “steady state” to an equivalent steady state in terms of capability, competency and functionality in the operation and management of the Businesses by the Purchaser.
 
6.1.2  
The parties shall work together collaboratively and in good faith from the date of the Original Agreement until Separation is complete, to plan for the implementation of the transactions contemplated by this Agreement, including Separation and Data Migration.
 
6.2  
Committee
 
6.2.1  
As soon as practicable after the date of this Agreement, the parties shall constitute a joint implementation committee to oversee and manage the separation and planning referred to in Clause 6.1.1 (the “ Joint Implementation Committee ”) consisting of an equal number of appropriate nominees (as notified to the other party from time to time) from the Business Sellers (acting together) and the Purchaser. Any decision by the Joint Implementation Committee shall require the approval of at least one nominee of the Purchaser and one nominee of the Business Sellers (acting together).
 
6.2.2  
Without prejudice to any other provision of this Clause 6, the parties acknowledge and agree that the Joint Implementation Committee shall have the delegated authority, and operate in accordance with the provisions set out in Part A of Schedule 23.
 
6.3  
Separation Plan
 
6.3.1  
The parties have agreed a written plan (which comprises a high level plan and a number of sub-plans, together the “ Separation Plan ”) to achieve Separation by the Mid-Corporate and Complex SME Data Migration Dates and to address Separation issues that may arise both before and following Data Migration.  The current version of the Separation Plan (version ‘Rainbow Separation WRC High Level Plan v1.13 Baselined’)   is in the Agreed Terms. The Separation Plan may be amended from time to time by agreement by the Joint
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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Implementation Committee, in accordance with the provisions set out in Part A of Schedule 23, and the plan as so amended from time to time shall from the time of such agreement constitute the Separation Plan.
 
6.3.2  
The Separation Plan includes a plan and timetable for Separation, including (without limitation):
 
 
(i)  
a complete plan for the migration and redirection of Retail Customers, SME Customers and Mid-Corporate Customers from the Business Sellers to the Purchaser’s Group;
 
 
(ii)  
a complete plan for the replacement by the Purchaser of any service provided by or on behalf of the RBSG Group to the Businesses (or any one of them);
 
 
(iii)  
details and timing of any activities and responsibilities of the parties in carrying out the Separation Plan, including milestones and associated criteria for “go/no go” decisions, which shall be made by the Joint Implementation Committee in accordance with Part A of Schedule 23;
 
 
(iv)  
identification of any agreements between a member of the RBSG Group and a third party for the provision of services to the Businesses (or any one of them), including any consents required under such agreements in order to provide services under the Transitional Services Agreement (“ TSA Consents ”), and any expiry, renewal or similar event under any such agreement which falls within the period covered by the Separation Plan;
 
 
(v)  
any other activities required to enable Separation to occur;
 
 
(vi)  
safeguards to ensure minimal disruption to the Businesses and to both parties’ ongoing businesses until Separation is complete; and
 
 
(vii)  
appropriate levels of core and dedicated resources required to support Separation.
 
The parties have further agreed certain matters in respect of Separation as set out in Part B of Schedule 23 (Certain Separation Matters).
 
6.3.3  
Subject to the last sentence of Clause 5.4.2, Clause 6.3.5 and Clause 6.11, the Business Sellers (acting together) and the Purchaser shall each bear their own costs of developing the Separation Plan.
 
6.3.4  
The set-up costs reasonably and actually incurred by the RBSG Group to be able to provide the Transitional Services shall be dealt with in accordance with the provisions of paragraph 3.1 of Part B of Schedule 8.
 
6.3.5  
To the extent that the Purchaser requests additional assistance from the Business Sellers in respect of putting in place the replacement services contemplated by Clause 6.3.2(ii), ** * providing such assistance
 
For the avoidance of doubt, any steps required to be taken by any member of the RBSG Group to wind down or exit existing services provided to the Businesses shall not constitute additional assistance for the purposes of this Clause 6.3.5.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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6.4  
Planning and implementation
 
6.4.1  
The parties acknowledge and agree that the Joint Implementation Committee will meet at least once every week and will be the primary forum through which the Business Sellers and the Purchaser will work together to plan and implement the proposed transactions contemplated by this Agreement, including as further set out in Clause 6.2.2 and Schedule 23.
 
6.4.2  
Without prejudice to the provisions of Schedule 23, from the date of this Agreement, the Business Sellers and the Purchaser shall each use their respective reasonable endeavours to ensure that the Joint Implementation Committee seeks, in good faith, to agree:
 
 
(i)  
the steps each party will take in order to secure the necessary regulatory approvals and support for the transfers and transactions contemplated by the Transaction Documents;
 
 
(ii)  
the steps each party will take to notify Customers of the proposed sale and to give effect to the Scheme, the transfer of the Contracts and the Loan Guarantees/Security in accordance with Part 1 of Schedule 5 and any transfers pursuant to Clause 4.3.2, Clause 4.3.3 and (as necessary) Clause 4.5;
 
 
(iii)  
the steps each party will take in accordance with Schedule 5 to seek all necessary Third Party Consents and to implement the other arrangements contemplated by Schedule 5;
 
 
(iv)  
the steps each party will take in accordance with Schedule 6 in respect of Relevant Employees;
 
 
(v)  
the steps each party will take in accordance with Schedule 3 to seek all necessary Property Third Party Consents;
 
 
(vi)  
the steps each party will take to ensure that re-branding and training of Rainbow employees occurs in accordance with the terms of the Transaction Documents; and
 
 
(vii)  
without prejudice to the remaining provisions of this Clause 6 and the provisions of Schedule 8 and the Transitional Services Agreement, the steps each party will take in relation to Separation and Data Migration,
 
so that, subject to this Agreement (including without limitation Clause 7.1.2), the Friends and Family Transfers are achieved at the Friends and Family Transfer Dates and the Closing Dates are achieved at the NatWest Effective Time (in respect of the NatWest Businesses), the RBS Wales Effective Time (in respect of the RBS Wales Businesses), or the RBS England Effective Time (in respect of the RBS England Businesses) and in any event no later than the Long Stop Date.
 
6.4.3  
Without limiting the foregoing or the provisions of Schedule 23, the Business Sellers and the Purchaser shall each use their respective reasonable endeavours to ensure that the Joint Implementation Committee seeks, in good faith, to plan for:
 
 
(i)  
the Closings;
 
 
(ii)  
the provision of services under the TSA by the RBSG Group; and
 
 
(iii)  
Data Migration.
 
 
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6.4.4  
The Business Sellers and the Purchaser shall each use all reasonable endeavours to comply with the Separation Plan both before and after Data Migration.
 
6.5  
Data Migration
 
6.5.1  
The parties shall each use their best endeavours to ensure that Data Migration is able to take place by ** * in respect of the NatWest Businesses, by *** in respect of the RBS Wales Businesses and by *** in respect of the RBS England Businesses or such other dates as may be set out in the Separation Plan from time to time.
 
6.5.2  
The Business Sellers and the Purchaser shall take all such steps as may be necessary to ensure that Data Migration is able to take place by the Long Stop Dates in respect of the NatWest Businesses, the RBS Wales Businesses and the RBS England Businesses.
 
6.5.3  
The Business Sellers and Purchaser shall each use their best endeavours to ensure that the Mid-Corporate and Complex SME Data Migration is able to take place as soon as reasonably practicable following the NatWest Closing in respect of the NatWest Businesses, as soon as reasonably practicable following the RBS Wales Closing in respect of the RBS Wales Businesses and as soon as reasonably practicable following the RBS England Closing in respect of the RBS England Businesses.
 
6.5.4  
Each of the Business Sellers and the Purchaser shall provide to each other such information as the other party may reasonably require to enable it to satisfy its obligations in Clause 6.5.1, 6.5.2 and 6.5.3, including the Business Sellers’ provision of:
 
 
(i)  
in each case, all data definition files relating to the Business Data;
 
 
(ii)  
in each case, all rules relating to the Business Data;
 
 
(iii)  
in each case, a break down of the Business Data by Customer, Product and channel; and
 
 
(iv)  
in the case of Clause 6.5.3, information relating to:
 
 
(a)  
the retail internet channel XML shell;
 
 
(b)  
the process by which Customers are identified, routed and granted access to their account details and services;
 
 
(c)  
the Customer experience with respect to each channel relating to the SME Business and Mid-Corporate Business; and
 
 
(d)  
which processes relating to the SME Business and Mid-Corporate Business are automated and which are undertaken manually.
 
6.5.5  
Without prejudice to the provisions of Clause 6.5.2 and 6.5.3, the Business Sellers shall provide the Business Data to the Purchaser:
 
 
(i)  
in relation to the Retail Business and SME Business (other than in respect of Complex SME Customers) at the Relevant Closing; and
 
 
(ii)  
in relation to the SME Business (in respect of the Complex SME Customers) and Mid-Corporate Business at the Mid-Corporate and Complex SME Data Migration Dates,
 
in each case, in such format as the parties (acting reasonably) agree.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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6.6  
Post Closing
 
Without limiting the remaining provisions of this Clause 6, each of the Business Sellers and the Purchaser shall use reasonable endeavours to ensure that, following the NatWest Closing Date, the Joint Implementation Committee meets at least once a week to:
 
6.6.1  
identify any property, right or asset forming part of the Business Assets to be transferred to the Purchaser that has not been transferred and seek to effect that transfer to the Purchaser in accordance with Clause 9.6;
 
6.6.2  
identify any property, right or asset that has been transferred to the Purchaser which did not form part of the Business Assets to be transferred and seek to effect the re-transfer to the relevant Business Seller in accordance with Clause 9.7;
 
6.6.3  
review the status of the transfer and separation of the Businesses and to determine how any issues arising therefrom are to be dealt with; and
 
6.6.4  
monitor the continued compliance of the parties with the relevant parts of the Separation Plan that relate to the period after the Relevant Closing,
 
with such meetings to continue until such time as the Joint Implementation Committee considers that it is appropriate to meet less frequently or that no further meetings of the Joint Implementation Committee are necessary.
 
6.7  
Dispute resolution
 
6.7.1  
If a dispute or difference of opinion arises in relation to any of the matters referred to in Clause 6.4.2 or otherwise dealt with by the Joint Implementation Committee and the members of the Joint Implementation Committee are unable to resolve that dispute within a reasonable period, then each of the Business Sellers or the Purchaser may issue a notice requiring that the dispute be referred, in the case of the Business Sellers, to such person as shall be notified by the Business Sellers to the Purchaser for such purpose as soon as reasonably practicable after the date of this Agreement and, in the case of the Purchaser, to such person as shall be notified by the Purchaser to the Business Sellers for such purpose as soon as reasonably practicable after the date of this Agreement.
 
6.7.2  
If a dispute or difference of opinion is referred under Clause 6.7.1 the Purchaser and the Business Sellers shall each procure that its representative negotiates in good faith to resolve the dispute or difference of opinion for a period of up to 20 Business Days.
 
 
6.8  
Law and Regulations
 
The operation of the Joint Implementation Committee shall be consistent with Law and Regulations.
 
6.9  
Channel Carve-Out
 
As set out in, and in accordance with, the Separation Plan the parties shall launch an internet banking portal for Customers, which is separate to that used by customers of the Excluded Business, on or around ** * and in any event no later than 28 days before the Scheme Posting Date (the “ Channel Carve-Out ”).  The parties will consult with each other as to the launch of such portal in accordance with the Separation Plan.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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6.10  
Customer Helpline
 
The parties shall launch a telephone helpline for Customers in respect of the sale of the Businesses, which is separate to any helpline used by customers of the Excluded Business (the “ Customer Helpline ”) which shall be operated by the Business Sellers and shall transfer to the Purchaser in accordance with the Separation Plan. The parties shall consult with each other as to the launch of the Customer Helpline and the content of all such procedures and scripts relating to the Customer Helpline, shall provide to each other all information and assistance as may be reasonably necessary in connection therewith and shall incorporate all comments as may be reasonably made by the other.  The costs in relation to the Customer Helpline shall be split equally between the Business Sellers and the Purchaser.
 
6.11  
ATM Costs
 
In the event that the relevant Closing does not take place in accordance with the terms of this Agreement, the Purchaser shall be responsible for, and bear the costs of, reversing any changes made to the Business ATMs by the Purchaser under Paragraph 6 of Part B of Schedule 23.
 
6.12  
Training Costs
 
Subject to the Business Sellers providing the Purchaser with reasonable advance notice of the  costs of the RBSG Group in connection with the employee training to be undertaken in accordance with Paragraph 7 of Part B of Schedule 23, the Purchaser shall bear its own costs and the costs of the RBSG Group incurred in connection with such training.
 
7  
Closing
 
7.1  
Date and Place
 
7.1.1  
Subject to Clauses 4 and 7.1.2, and unless otherwise specified by a relevant Regulatory Authority:
 
 
(i)  
the NatWest Closing shall take place immediately following the NatWest Effective Time at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ or at such other place as may be agreed between the Purchaser and the Business Sellers;
 
 
(ii)  
the RBS Wales Closing shall take place immediately following the RBS Wales Effective Time at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ  or at such other place as may be agreed between the Purchaser and the Business Sellers; and
 
 
(iii)  
the RBS England Closing shall take place immediately following the RBS England Effective Time at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ  or at such other place as may be agreed between the Purchaser and the Business Sellers.
 
7.1.2  
Without prejudice to Clause 6.5.2, the parties shall take all such steps as may be necessary to procure that the Effective Times and Closings shall be delayed until the parties are satisfied that the Data Migration is able to take place and the Business Seller
 
 
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are able to provide the relevant information technology services under the TSA in respect of the Complex SME Customers and the Mid-Corporate Customers.
 
7.2  
Closing Events
 
At the Closings, the parties shall comply with their respective obligations specified in Schedule 11 in relation to the Businesses. The Business Sellers may waive some or all of the obligations of the Purchaser as set out in Schedule 11 and the Purchaser may waive some or all of the obligations of the Business Sellers or any Business Seller as set out in Schedule 11.
 
7.3  
Payment on Closings and initial allocation of the Purchase Price
 
7.3.1  
At the NatWest Closing the Purchaser shall pay in cash to NatWest on its own behalf and on behalf of NWHL an amount in aggregate expressed in Pounds Sterling which shall be equal to:
 
 
(i)  
the NatWest Bid Value;
 
plus
 
 
(ii)  
the Estimated NatWest Tangible Net Asset Value,
 
it being acknowledged that the resulting amount may be a ***
 
7.3.2  
At the RBS Wales Closing the Purchaser shall pay in cash to RBS an amount expressed in Pounds Sterling which shall be equal to:
 
 
(i)  
the RBS Wales Bid Value;
 
plus
 
 
(ii)  
the Estimated RBS Wales Tangible Net Asset Value,
 
it being acknowledged that the resulting amount may be ***
 
7.3.3  
At the RBS England Closing the Purchaser shall pay in cash to RBS an amount expressed in Pounds Sterling which shall be equal to:
 
 
(i)  
the RBS England Bid Value;
 
plus
 
 
(ii)  
the Estimated RBS England Tangible Net Asset Value,
 
it being acknowledged that the resulting amount may be a ***.
 
7.3.4  
***
 
7.3.5  
***
 
7.3.6  
Amounts payable under Clauses 7.3.1, 7.3.2, 7.3.3, 7.3.4 and 7.3.5 above shall be allocated in accordance with Schedule 9.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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7.4  
Notification of Estimated Tangible Net Asset Value Amount
 
Not less than ten Business Days prior to the Relevant Closing, the Business Sellers shall notify the Purchaser of the following:
 
7.4.1  
the Estimated NatWest Tangible Net Asset Value (in respect of the NatWest Closing), the Estimated RBS Wales Tangible Net Asset Value (in respect of the RBS Wales Closing) and the Estimated RBS England Tangible Net Asset Value (in respect of the RBS England Closing) and, in each case, shall include a breakdown of the constituent elements of the relevant Estimated Tangible Net Asset Value as set out in Part 2 of Schedule 12; and
 
7.4.2  
if any Business Assets comprising a material part of the Businesses taken as a whole (being such Business Assets that would represent at least 25% of the customer liabilities or the gross customer assets of the Businesses as at the Relevant Closing Date) are not expected to transfer pursuant to the Scheme or otherwise to the Purchaser as at the Relevant Closing.  If there are any such material Business Assets, the Business Sellers and the Purchaser shall meet to discuss, and agree, acting reasonably, the appropriate proportion of the Bid Value which shall be held back by the Purchaser and not paid to the Business Sellers at the Relevant Closing, such amount to be paid by the Purchaser to the relevant Business Seller immediately upon the subsequent transfer of such Business Assets or substantially all of them.
 
7.5  
Breach of Closing Obligations
 
7.5.1  
Subject to the terms of the Scheme and the Court Order, if any party fails to comply with any obligation in Clauses 7.2, 7.3 or 7.4 or Schedule 11 in relation to any Closing, the Purchaser, in the case of non-compliance by any of the Business Sellers (in relation to the obligations relating to their respective Businesses only), or the Business Sellers, in the case of non-compliance by the Purchaser, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim damages) by written notice to the Business Sellers or the Purchaser, as the case may be:
 
 
(i)  
to effect the Relevant Closing so far as practicable having regard to the defaults which have occurred; or
 
 
(ii)  
to the extent permitted by the FSA, the Court or any other Regulatory Authority or Law and Regulation, to fix a new date for the Relevant Closing being a Friday on or around the middle of a calendar month (not being more than 25 Business Days after the previously agreed date for the Relevant Closing) in which case:
 
 
(a)  
if the new date relates to the NatWest Closing, to also fix new dates for the RBS Wales Closing being a Friday on or around the middle of a calendar month not more than two calendar months after the deferred NatWest Closing, and for the RBS England Closing being the last day of a calendar month not more than two calendar months after the deferred RBS Wales Closing;
 
 
(b)  
if the new date relates to the RBS Wales Closing, to also fix a new date for the RBS England Closing being a Friday on or around the middle of a calendar month not more than two calendar months after the deferred RBS Wales Closing; and
 
 
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(c)  
the provisions of Schedule 11 shall apply to such Closing as so deferred but provided such deferral may only be effected once by each of the Business Sellers and the Purchaser.
 
8  
Post-Closing Adjustments
 
8.1  
Closing Statement
 
The Business Sellers shall procure that as soon as practicable (and in any event within 45 Business Days) following the RBS England Closing there shall be drawn up the draft Closing Statements (the “ Draft Closing Statements ”) in accordance with Part 1 of Schedule 12 at Closing.
 
8.2  
Determination of Closing Statements
 
8.2.1  
The Draft Closing Statements shall be prepared in accordance with those accounting principles, policies, procedures, practices and techniques set out in paragraph 2 of Part 1 of Schedule 12 and, as agreed or determined pursuant to paragraph 3 of Part 1 of Schedule 12:
 
 
(i)  
shall constitute the Closing Statements in relation to the Business to which it relates for the purposes of this Agreement ; and
 
 
(ii)  
shall be final and binding on the parties.
 
8.2.2  
The Tangible Net Asset Value in respect of the Businesses shall be as reflected in the Closing Statements agreed or determined in relation to the Businesses in accordance with Schedule 12.
 
8.3  
Adjustments to Purchase Price
 
8.3.1  
Tangible Net Asset Value
 
If the Tangible Net Asset Value attributable to the Businesses is different from the Estimated Tangible Net Asset Value in respect of the Businesses then the Business Sellers shall pay to the Purchaser or (as the case may be) the Purchaser shall pay to the relevant Business Seller such amount as will ensure that the aggregate of the payments made under Clause 7.3 and this Clause 8.3.1 equals the consideration due under Clause 3.1.
 
Such payment shall be made on or before the Payment Date and such amount shall be allocated between the Business Sellers or the Purchaser, as the case may be, by reference to the deficiency or excess attributed to the Businesses in the Relevant Closing Statements.
 
8.3.2  
Interest
 
Any payment to be made in accordance with Clause 8.3.1 shall be made together with an amount equal to interest thereon calculated from and including the Relevant Closing Date to the date of payment at a rate per annum of 1 per cent. above LIBOR from time to time, accruing from day to day calculated on the basis of the actual number of days elapsed and a year of 360 days.
 
 
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8.3.3  
Payment and allocation
 
Where any payment is required to be made pursuant to this Clause 8.3:
 
 
(i)  
the payment made on account of the Purchase Price shall be reduced or increased accordingly; and
 
 
(ii)  
the allocation of the Purchase Price shall be adjusted in accordance with paragraph 3 of Schedule 9.
 
9  
Post-Closing Obligations
 
9.1  
Indemnity by the Purchaser against Assumed Liabilities
 
Notwithstanding any Law and Regulations which require the Business Sellers, in relation to their respective Businesses, to assume, discharge, perform or honour any Assumed Liability, the Purchaser shall indemnify and keep indemnified the Business Sellers and each member of the RBSG Group (each a “ Seller Indemnified Person ”) on an after-Tax basis from and against:
 
9.1.1  
any Liability or Losses suffered or incurred by a Seller Indemnified Person to the extent they arise from any Assumed Liabilities assumed, discharged, performed or honoured by any Seller Indemnified Person; and
 
9.1.2  
any third party professional or other out of pocket costs and expenses directly arising out of or in connection with any Seller Indemnified Person being required to assume, discharge, perform or honour any Assumed Liability or taking any reasonable action to investigate, avoid, resist or defend itself against any matter, Liability or Loss referred to in Clause 9.1.1.
 
9.2  
Indemnity by the Business Sellers against Excluded Liabilities
 
Notwithstanding any Law and Regulations which requires the Purchaser or any member of the Purchaser’s Group to assume, discharge, perform or honour any Excluded Liability, each Business Seller, in relation to its respective Businesses only, shall indemnify and keep indemnified the Purchaser and each member of the Purchaser’s Group (each a “ Purchaser Indemnified Person ”) on an after-Tax basis from and against:
 
9.2.1  
any Liability or Losses suffered or incurred by a Purchaser Indemnified Person to the extent they arise from any Excluded Liabilities assumed, discharged, performed or honoured by any Purchaser Indemnified Person; and
 
9.2.2  
any third party professional or other out of pocket costs and expenses directly arising out of or in connection with any Purchaser Indemnified Person being required to assume, discharge, perform or honour any Excluded Liability or taking any reasonable action to investigate, avoid, resist or defend itself against any matter, Liability or Loss referred to in Clause 9.2.1.
 
9.3  
Indemnity by the Business Sellers against certain Liabilities
 
Each Business Seller, in relation to its respective Business only, shall indemnify and keep indemnified each Purchaser Indemnified Person on an after-Tax basis from and against any Liabilities or Losses (including any third party professional or other out of pocket costs
 
 
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and expenses directly arising out of or in connection with any Purchaser Indemnified Person taking any reasonable action to investigate, avoid, resist or defend itself against any matter, Liability or Loss referred to in paragraphs (i), (ii) or (iii) of this Clause 9.3) suffered or incurred by any Purchaser Indemnified Person in connection with:
 
 
(i)  
any fraud by any person in respect of *** held by *** which occurs prior to *** and any fraud in respect of a *** held by a   ***, whether such fraud occurs prior to or after the Relevant Closing, where such fraud arises as a result of any action or omission *** prior to the Relevant Closing or as a result of action taken prior to the Relevant Closing by *** or their agent;
 
 
(ii)  
any failure by or on behalf of a Business Seller to maintain and/or retain any Client Agreement in accordance with Law and Regulation; and
 
 
(iii)  
***, save to the extent that any such claim, or any such Liabilities or Losses, arise from any Event (including any act or omission of a member of the Purchaser’s Group or any of their employees or agents) that occurs at any time ***
 
9.4  
Release of Guarantees
 
9.4.1  
The Purchaser and the Business Sellers shall use their respective reasonable endeavours to procure by the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses or, to the extent not done by the Relevant Closing, as soon as reasonably practicable thereafter, the release with effect from the Relevant Closing of the Business Sellers or any member of the RBSG Group from those security arrangements, guarantees or indemnities given by or binding upon the Business Sellers or any member of the RBSG Group in respect of any obligations of the Business Sellers or any member of the RBSG Group in respect of the Business Assets to the extent that such obligations are the Assumed Liabilities. Pending such release, the Purchaser shall indemnify and keep indemnified (on an after-Tax basis) the Business Sellers and any member of the RBSG Group against all amounts required to be paid by any of them pursuant to any such security, guarantees or indemnities and any Losses arising out of or in connection with them, in each case to the extent that such amounts or Losses relate to events occurring or acts or omissions after the Relevant Closing.
 
9.4.2  
For the purposes of Clause 9.4.1 in using “reasonable endeavours” the Purchaser shall not be required to assume any Liability more onerous than being a substitute guarantor or counterparty, as applicable.
 
9.4.3  
For the purposes of this Clause 9.4 the parties acknowledge and agree that:
 
 
(i)  
one or more of the relevant securities, guarantees or indemnities may become known to the Business Sellers or the Purchaser (as the case may be) on or after the Relevant Closing; and
 
 
(ii)  
upon becoming so aware of such a security, guarantee or indemnity (as the case may be) the relevant party shall notify the other parties in writing
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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as soon as practicable of its existence, and the obligations under Clause 9.4.1 shall apply.
 
9.4.4  
The provisions of this Clause 9.4 shall not apply in relation to any GTS Instruments or Indemnified GTS Instruments (or, for the avoidance of doubt, any GTS Client Agreements), to which the provisions of Clause 9.12 shall apply.
 
9.5  
The Business Receivables or Retained Business Receivables
 
9.5.1  
Any monies received by any member of the RBSG Group in respect of Business Receivables shall be held on trust for the Purchaser (but may be held in a co-mingled account) and the Business Sellers shall, in relation to their respective Businesses, pay to the Purchaser the amount recovered free from any withholding, deduction or other right of set off, except where such withholding or deduction is required by law (in which case the relevant Business Seller shall be permitted to make such withholding or deduction from the amount payable to the Purchaser at the rate applicable by law but it shall increase any payment or make any additional payment to the Purchaser as a result of such withholding or deduction) and together with an amount equal to interest thereon calculated from and including the date on which the relevant monies were received by the RBSG Group to the date of payment at a rate per annum equal to LIBOR. Such payments shall be aggregated and made on a weekly basis in respect of all such receipts received during such day.
 
9.5.2  
Any monies received by any member of the Purchaser's Group in respect of Retained Business Receivables shall be held on trust for the Business Sellers (but may be held in a co-mingled account) and the Purchaser shall pay to the Business Sellers in relation to their respective Businesses the amount recovered free from any withholding, deduction or other right of   set off, except where such withholding or deduction is required by law (in which case the Purchaser shall be permitted to make such withholding or deduction from the amount payable to the Business Sellers at the rate applicable by law but it shall increase any payment or make any additional payment to the Business Sellers as a result of such withholding or deduction) and together with an amount equal to interest thereon calculated from and including the date on which the relevant monies were received by the Purchaser's Group to the date of payment at a rate per annum equal to LIBOR. Such payments shall be aggregated and made on a weekly basis in respect of all such receipts received during such day.
 
9.6  
The Business Sellers’ Continuing Transfer Obligations
 
9.6.1  
Notwithstanding Closing and, except as provided in Schedules 3, 4, 5 and 6, if any property, right or asset which is agreed to form part of the Business Assets to be transferred to the Purchaser under this Agreement has not been transferred to the Purchaser on the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses or the RBS England Closing in respect of the RBS England Businesses, the relevant Business Seller shall transfer such property, right or asset (and any related liability which is an Assumed Liability) as soon as practicable (and at its own cost, subject to Clause 16.10) to the Purchaser.
 
9.6.2  
The value of such property, right or asset shall to the extent appropriate be included in the Tangible Net Asset Value and if, and to the extent that, the post-Closing adjustments referred to in Clause 8 have been effected without such value having been taken into
 
 
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account, the Purchaser shall, to that extent, pay the relevant Business Seller an amount in cash equal to the amount (if any) by which the Tangible Net Asset Value would have increased had the full value of the relevant property, right or asset been included in the Relevant Closing Statement after taking account of any related liability which is an Assumed Liability to the extent the same was taken into account in the calculation of the Tangible Net Asset Value. If the Tangible Net Asset Value was a deduction from the Purchase Price, the Purchaser shall pay to the relevant Business Seller an amount in cash equal to any amount by which such deduction would have been reduced had the full value of the relevant property, rights or assets been included in the Relevant Closing Statement after taking account of any related liability which is an Assumed Liability to the extent that the same was taken into account in the calculation of Tangible Net Asset Value. The relevant Business Seller shall pay to the Purchaser an amount in cash equal to the amount (if any) by which the Tangible Net Asset Value would have decreased had the value of the relevant property, right or asset been included in the Relevant Closing Statement after taking account of any related liability which is an Assumed Liability and to the extent the same was taken into account in the calculation of the Tangible Net Asset Value. If the Tangible Net Asset Value was a deduction from the Purchase Price, the relevant Business Seller shall pay to the Purchaser an amount in cash equal to any amount by which such deduction would have been increased had the value of the relevant property, rights or assets been included in the Relevant Closing Statement after taking account of any related liability which is an Assumed Liability to the extent that the same was taken into account in the calculation of Tangible Net Asset Value.
 
9.7  
The Purchaser’s Continuing Transfer Obligations
 
9.7.1  
If, following the relevant Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses or the RBS England Closing in respect of the RBS England Businesses, any Excluded Asset or any property, right or asset, not forming part of the Business Assets to be transferred to the Purchaser under this Agreement, is found to have been transferred to the Purchaser on the Relevant Closing in error, the Purchaser shall transfer such property, right or asset (and any related liability which is an Excluded Liability) as soon as practicable to the relevant Business Seller or another member of the RBSG Group agreed between the Purchaser and the Business Sellers.
 
9.7.2  
The value of such property, right or asset shall to the extent appropriate be excluded from the Tangible Net Asset Value and if, and to the extent, the post Closing adjustments referred to in Clause 8 have been effected with such value having been taken into account, the Business Sellers shall, to that extent, pay the Purchaser an amount in cash equal to the amount (if any) by which the Tangible Net Asset Value would have reduced had the full value of the relevant property, right or assets not been included in the Relevant Closing Statement after taking into account any related liability which is an Excluded Liability to the extent that the same was taken into account in the calculation of the Tangible Net Asset Value. If the relevant Tangible Net Asset Value was a deduction from the Purchase Price, the relevant Business Seller shall pay the Purchaser an amount equal to the amount by which such deduction would have been increased had the full value of the relevant property, right or assets not been included in the Relevant Closing Statement after taking into account any related liability which is an Excluded Liability to the extent that the same was taken into account in the calculation of the Tangible Net Asset Value. The Purchaser
 
 
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shall pay to the relevant Business Seller an amount in cash equal to the amount (if any) by which the Tangible Net Asset Value would have increased had the value of the relevant property, right or asset been excluded from the Closing Statement after taking into account any related liability which is an Excluded Liability to the extent that the same was taken into account in the calculation of the Tangible Net Asset Value. If the Tangible Net Asset Value was a deduction from the Purchase Price, the Purchaser shall pay to the relevant Business Seller an amount in cash equal to any amount by which such deduction would have been decreased had the value of the relevant property, rights or assets not been included in the Closing Statement after taking into account any related liability which is an Excluded Liability to the extent that the same was taken into account in the calculation of the Tangible Net Asset Value.
 
9.8  
Information and communications
 
9.8.1  
After the Friends and Family Transfer Date in respect of the Friends and Family Customers, the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and the RBS England Closing in respect of the RBS England Businesses (and without limiting any of the Seller Warranties), if the Business Sellers become aware (whether by notice from the Purchaser or otherwise) that any Books and Records are not in the possession of the Purchaser but is or are in the possession or under the control of or available to the Business Sellers or any other member of the RBSG Group, the Business Sellers shall notify the Purchaser and procure that such Books and Records are delivered (at the Business Sellers’ cost) to the Purchaser as soon as reasonably practicable on request (having regard to any time periods in which the Purchaser might require such Books and Records to be transferred in order to comply with Law and Regulation) and/or Good Industry Practice and the Business Sellers shall take such other actions (including alternative actions) as may be agreed by the parties in writing.
 
9.8.2  
Where any part of (but not the whole of) any document or record constitutes Books and Records, then the Business Sellers shall use all reasonable endeavours to separate such part or parts of the relevant document or record from the remainder and shall deliver such part or parts to the Purchaser in accordance with the terms of this Agreement and the Business Sellers shall take such other actions (including alternative actions) as may be agreed by the parties in writing.
 
9.8.3  
In the case of any document that would constitute Books and Records but for the fact that the relevant Business Seller is required by Law and Regulation to retain such document, the relevant Business Seller shall allow the Purchaser and its respective officers, directors, employees, auditors, professional advisers and agents reasonable access, on reasonable notice and during business hours, together with the facility (at the cost of the Business Sellers) to take copies of such books and records provided that if the Purchaser requires further rights in relation to such document beyond those set out in this Clause 9.8.3 in order to comply with any Law and Regulation and/or with Good Industry Practice, then the Purchaser and the relevant Business Seller shall consult with each other and the Business Sellers shall use all reasonable endeavours to provide the Purchaser which such rights as may be necessary in order for the Purchaser to comply with such Law and Regulation and/or with Good Industry Practice (subject to the RBSG Group also complying with any relevant Law and Regulations applicable to it).
 
 
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9.8.4  
Each Business Seller shall use reasonable endeavours to procure that all notices, correspondence, orders or inquiries relating to the Businesses or the Business Assets which are received by the Business Sellers or any other member of the RBSG Group (including from customers and clients) on or after the Relevant Closing shall be passed to the Purchaser as soon as is reasonably practicable.
 
9.9  
Post-Closing access for the Purchaser
 
Notwithstanding Closing, the Business Sellers shall retain for a period of 7 years from the relevant Friends and Family Transfer Date in respect of a Friends and Family Transfer, a period of 7 years from the NatWest Closing in respect of the NatWest Businesses, a period of 7 years from the RBS Wales Closing in respect of the RBS Wales Businesses, and a period of 7 years from the RBS England Closing in respect of the RBS England Businesses the books, records and documents of the Businesses (including records in relation to VAT, subject to the provisions of Schedule 10) to the extent they relate to the period of time prior to the Relevant Closing and are not delivered to the Purchaser on or after the Relevant Closing and shall (subject to compliance with Law and Regulations and after redaction of any information which does not relate to the Businesses) allow the Purchaser and its respective officers, directors, employees, auditors, professional advisers and agents reasonable access, on reasonable notice and during business hours, together with the facility (at the cost of the Purchaser) to take copies of such books, records and documents.
 
9.10  
Post-Closing access for Business Sellers
 
The Purchaser shall retain for a period of 7 years from the relevant Friends and Family Transfer Date in respect of a Friends and Family Transfer, a period of 7 years from the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, the books, records and documents which relate to the Businesses (including, without limitation, the Books and Records and, subject to the provisions of Schedule 10, records in relation to VAT,) and which are delivered to the Purchaser on or after the Relevant Closing to the extent they relate to the period of time prior to the Relevant Closing and shall (subject to compliance with Law and Regulations and after redaction of any information relating to periods after the Relevant Closing) allow the Business Sellers and their respective officers, directors, employees, auditors, professional advisers and agents reasonable access, on reasonable notice and during business hours, together with the facility (at the cost of the Business Sellers) to take copies of such books, records and documents.
 
9.11  
Obligation in respect of Customer Derivative Contracts
 
9.11.1  
The Business Sellers and the Purchaser agree that:
 
 
(i)  
the NatWest Portfolio Swap(s) will be entered into at NatWest Closing (in respect of the NatWest Businesses);
 
 
(ii)  
the RBS Wales Portfolio Swap(s) will be entered into at RBS Wales Closing (in respect of the RBS Wales Businesses);
 
 
(iii)  
the RBS England Portfolio Swap(s) will be entered into at RBS England Closing (in respect of the RBS England Businesses); and
 
 
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(iv)  
each Portfolio Swap shall constitute a Transaction for the purposes of (and as defined in) the Hedging ISDA.
 
9.11.2  
The Business Sellers and the Purchaser agree to attend meetings with each other prior to the NatWest Closing Date, at such intervals and of such duration as may be reasonably necessary for the purposes of agreeing, and (each acting reasonably and using all reasonable endeavours and subject to the provisions of Clauses 9.11.3) shall seek to agree:
 
 
(i)  
as soon as reasonably practicable and in any event prior to close of business on the last Business Day of the sixth month immediately preceding the month in which the NatWest Closing Date is expected to occur:
 
 
(a)  
the information and data on the Hedged Contracts to be provided by the Business Sellers to the Purchaser or ANTS for the purposes of this Clause 9.11 and/or the transfer of the Hedged Contracts to the Purchaser, the format in which such information and data shall be provided and the timetable for its provision; and
 
 
(b)  
the identification of the principal inputs into the calculation of the CVA Adjustment Amount and which of such principal inputs is to be provided to Santander pursuant to Clause 9.11.6; and
 
 
(ii)  
as soon as reasonably practicable and in any event prior to close of business on the last Business Day immediately preceding the NatWest Closing Date:
 
 
(a)  
the terms of the Hedging ISDA; and
 
 
(b)  
the commercial terms of, and the form of the Confirmation (as such term is defined in the Hedging ISDA) to be executed in relation to, each Portfolio Swap.
 
9.11.3  
The commercial terms of the Portfolio Swaps shall be agreed by the Business Sellers and the Purchaser, each acting reasonably and using all reasonable endeavours, in accordance with the following parameters:
 
 
(i)  
the NatWest Portfolio Swap(s) shall provide that:
 
 
(a)  
ANTS will be obliged to pay to RBS amounts equivalent to any and all scheduled payments due to be received by the Purchaser after the NatWest Closing Date; and
 
 
(b)  
RBS will be obliged to pay to ANTS amounts equivalent to any and all scheduled payments due to be paid by the Purchaser after the NatWest Closing Date,
 
in each case under the relevant NatWest Hedged Contracts, regardless of whether or not any such due scheduled payments are actually received or, as the case may be, paid by the Purchaser under the relevant NatWest Hedged Contracts;
 
 
(ii)  
the RBS Wales Portfolio Swap(s) shall provide that:
 
 
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(a)  
ANTS will be obliged to pay to RBS amounts equivalent to any and all scheduled payments due to be received by the Purchaser after the RBS Wales Closing Date; and
 
 
(b)  
RBS will be obliged to pay to ANTS amounts equivalent to any and all scheduled payments due to be paid by the Purchaser after the RBS Wales Closing Date,
 
in each case under the RBS Wales Hedged Contracts, regardless of whether or not any such scheduled payments are actually received or, as the case may be, paid by the Purchaser under the relevant RBS Wales Hedged Contracts;
 
 
(iii)  
the RBS England Portfolio Swap(s) shall provide that:
 
 
(a)  
ANTS will be obliged to pay to RBS amounts equivalent to any and all scheduled payments due to be received by the Purchaser after the RBS England Closing Date; and
 
 
(b)  
RBS will be obliged to pay to ANTS amounts equivalent to any and all scheduled payments due to be paid by the Purchaser after the RBS England Closing Date,
 
in each case under the RBS England Hedged Contracts, regardless of whether or not any such scheduled payments are actually received or, as the case may be, paid by the Purchaser under the relevant RBS England Hedged Contracts.
 
9.11.4  
RBS shall pay the CVA Adjustment Amount to ANTS on the third Business Day following the RBS England Closing Date.
 
9.11.5  
CVA Adjustment Amount ” means an amount payable in GBP by RBS to ANTS to reflect the net transfer of credit risk between RBS and ANTS and will be calculated by RBS on the Business Day immediately preceding the RBS England Closing Date in accordance with the following formula:
 
CVA Adjustment Amount = Max ((CVA ANTS - CVA RC - CVA RBS ), 0)
 
where:
 
CVA RC is the aggregate total of all the credit valuation adjustments which would be taken by RBS or NatWest against Customers in relation to the Hedged Contracts calculated on a Customer by Customer basis and on the basis that (i) each such Hedged Contract was in place between such Customer and RBS, (ii) the calculation in relation to Hedged Contracts with a Customer that are subject to an ISDA Master Agreement or any other agreement containing a multiple transaction close-out netting provision is made on a net basis and otherwise on a gross basis and (iii) the amount of such credit valuation adjustment and the marked-to-market value of the positions under such Hedged Contracts are to be determined using the same systems and methodologies used by RBS in the calculation of the reported profits of the RBSG Group in the last reporting period prior to the RBS England Closing Date in respect of which consolidated audited accounts of the RBSG Group have been published and using the inputs
 
 
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into such systems and methodologies customarily used by the Global Banking and Markets business of the RBSG Group;
 
CVA ANTS is the aggregate credit valuation adjustment which would be taken by RBS against ANTS in relation to the Portfolio Swaps assuming that (i) each of the Portfolio Swaps is in place between RBS and ANTS, (ii) the probability of default and loss given default in relation to ANTS shall be determined by reference to the then prevailing credit default swap curve of the Purchaser and (iii) the amount of such credit valuation adjustment and the marked-to-market value of the Portfolio Swaps are to be determined using the same systems and methodologies used by RBS in the calculation of the reported profits of the RBSG Group in the last reporting period prior to the RBS England Closing Date in respect of which consolidated audited accounts of the RBSG Group have been published and using the inputs into such systems and methodologies customarily used by the Global Banking and Markets business of the RBSG Group; and
 
CVA RBS is the aggregate credit valuation adjustment which would be taken by ANTS against RBS in relation to the Portfolio Swaps assuming that (i) each of the Portfolio Swaps is in place between RBS and ANTS, (ii) the probability of default and loss given default in relation to RBS shall be determined by reference to the then prevailing credit default swap curve of RBS and (iii) the amount of such credit valuation adjustment and the marked-to-market value of the Portfolio Swaps are to be determined using the same systems and methodologies used by RBS in the calculation of the reported profits of the RBSG Group in the last reporting period prior to the RBS England Closing Date in respect of which consolidated audited accounts of the RBSG Group have been published and using the inputs into such systems and methodologies customarily used by the Global Banking and Markets business of the RBSG Group.
 
The intention behind this payment is that RBS will pay to ANTS an amount in GBP equal to the credit valuation adjustment incurred by ANTS in respect of both its exposure to Customers and to RBS minus the credit value adjustment incurred by RBS for its exposure to ANTS.  These amounts will be paid net with any amounts due from ANTS to RBS subject to a cap of zero. The convention is that CVA RBS , CVA ANTS , and CVA RC are negative amounts.
 
9.11.6  
RBS shall provide ANTS with details (including the agreed principal inputs) of what the CVA Adjustment Amount and each of CVA RC , CVA ANTS and CVA RBS would have been had such amounts come to be calculated on the last Business Day of each of the six months immediately preceding the month in which the RBS England Closing Date is expected to occur as soon as reasonably practicable following each of such dates.
 
9.11.7  
If requested by the Purchaser, RBS shall procure a certification from the external auditors of RBS, in form and substance reasonably satisfactory to the Purchaser (acting in good faith and in a commercially reasonable manner),  that confirms that the CVA RC , CVA ANTS and CVA RBS used to determine the CVA Adjustment Amount has been determined by RBS using the same systems and methodologies used by RBS in the calculation of the reported profits of the RBS Group in the last reporting period prior to the RBS England Closing Date in respect of which consolidated audited accounts of the RBSG Group have been
 
 
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published and using the inputs into such systems and methodologies customarily used by the Global Banking and Markets business of the RBSG Group.
 
9.12  
Obligation in respect of GTS Instruments
 
9.12.1  
The Business Sellers and the Purchaser agree that following the date of the Original Agreement:
 
 
(i)  
the Business Sellers shall at reasonable intervals prior to the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses), at the reasonable request of the Purchaser provide a schedule of all GTS Instruments, setting out (or as applicable attaching), in respect of each such GTS Instrument as at such time:
 
 
(a)  
the maximum aggregate contingent liability of the relevant Business Seller thereunder;
 
 
(b)  
the expiry date of the GTS Instrument; and
 
 
(c)  
such additional information available to the Business Sellers as the Purchaser may reasonably require in order to prepare for the transfer of GTS Client Agreements at the Relevant Closing Date (which may include details of the unutilised commitments of the relevant Business Seller under all GTS Client Agreements as at such time and the provision of copies of GTS Instruments) or as the parties may otherwise agree; and
 
 
(ii)  
the Business Sellers and the Purchaser shall, no later than the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses), each acting reasonably, agree a schedule of all GTS Instruments (as at immediately prior to the Relevant Closing) to which the provisions of this Clause 9.12 shall apply following the NatWest Closing, the RBS Wales Closing and the RBS England Closing, as applicable (the “ Indemnified GTS Instruments ”).  Such schedules (each, an “ Indemnified GTS Schedule ”) shall set out (or as applicable attach) in respect of each such GTS Instrument:
 
 
(a)  
the name and contact details of the relevant GTS Customer and third party beneficiary;
 
 
(b)  
the maximum aggregate contingent liability of the relevant Business Seller thereunder;
 
 
(c)  
the expiry date of the Indemnified GTS Instrument;
 
 
(d)  
a description of the GTS Client Agreement to which the Indemnified GTS Instrument relates reasonably sufficient to enable the relevant Indemnified GTS Instrument to be matched thereto;
 
 
(e)  
the amount of cash collateral (if any) held by the Business Sellers (or any member of the RBSG Group) in respect of such Indemnified
 
 
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GTS Instruments and which will not transfer to the Purchaser at the Relevant Closing (the “ Indemnified GTS Collateral ”); and
 
 
(f)  
such additional information as the Purchaser may reasonably require in order to prepare for the transfer of GTS Client Agreements at the Relevant Closing (which may include details of the unutilised commitments of the relevant Business Seller under all GTS Client Agreements as at such time and the provision of copies of Indemnified GTS Instruments) or as the parties may otherwise agree.
 
9.12.2  
With respect to those Indemnified GTS Instruments which have an expiry date falling more than 6 months after the NatWest Closing Date, the RBS Wales Closing Date, or the RBS England Closing Date, as applicable, the Purchaser shall use its reasonable endeavours (and the Business Sellers shall provide all co-operation and assistance as the Purchaser may reasonably require) to procure the full and irrevocable release of the relevant Business Seller from its obligations under such Indemnified GTS Instrument by offering to issue (or procure the issue by an affiliate of the Purchaser of) a replacement instrument (each, a “ Replacement Instrument ”) on substantially similar, but no more onerous, terms to the Indemnified GTS Instrument, and which shall by its terms become effective upon cancellation of the GTS Instrument to which it relates and the full and irrevocable release of the relevant Business Seller from its obligations thereunder.  The Purchaser shall use its reasonable endeavours to procure confirmation from the third party beneficiary of the release of the relevant Business Seller from its obligations under such Indemnified GTS Instrument (which may include return of such instrument, which shall constitute such confirmation).
 
9.12.3  
In relation to all fees and other charges or expenses payable by or on behalf of any GTS Customer in respect of the credit risk associated with Indemnified GTS Instruments (whether under the terms of a related GTS Client Agreement or otherwise) but excluding, for the avoidance of doubt, arrangement and similar fees payable on reviews or extensions of GTS Client Agreements and related arrangements which accrue on or after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable:
 
 
(i)  
if such Indemnified GTS Instrument has an expiry date falling 6 months or less after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable, the Purchaser shall be entitled to retain all such amounts for its own account;
 
 
(ii)  
if such Indemnified GTS Instrument has an expiry date falling more than 6 months after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable:
 
 
(a)  
the relevant Business Seller shall be entitled to such proportion of such amounts as is reasonably necessary to reflect the credit risk associated with the Purchaser, which proportion shall not exceed 20% of such amounts; and
 
 
(b)  
the Purchaser shall be entitled to the remaining proportion thereof;
 
and the parties shall enter into such further arrangements (if any) as may be reasonably necessary in order to ensure that the parties receive such amounts,
 
 
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provided that the Business Sellers shall not be entitled to any such amounts accruing on or prior to the date falling 6 months after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable.  The Purchaser shall be entitled to retain for its own account all other fees and other charges or expenses payable by or on behalf of any GTS Customer in respect of Indemnified GTS Instruments which accrue on or after the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable.
 
9.12.4  
After the NatWest Closing in respect of the Indemnified GTS Instruments relating to the NatWest Businesses, the RBS Wales Closing Date in respect of the Indemnified GTS Instruments relating to the RBS Wales Businesses, and the RBS England Closing in respect of the Indemnified GTS Instruments relating to the RBS England Businesses:
 
 
(i)  
each of the Business Sellers shall not, and shall procure that no other person (excluding the Purchaser or any member of the Purchaser’s Group) shall, amend, waive, vary, supplement or replace any Indemnified GTS Instrument (other than with a Replacement Instrument) without the prior written consent of the Purchaser;
 
 
(ii)  
the Purchaser shall not amend, waive or vary any Indemnified GTS Instrument without the prior written consent of the relevant issuing Business Seller; and
 
 
(iii)  
the Business Sellers shall not, and shall procure that no other person (excluding  the Purchaser or any member of the Purchaser’s Group) shall, call for or receive any additional cash or other collateral in respect of any Indemnified GTS Instrument whether or not the same is provided for under any term of, or other provision applying to, such Indemnified GTS Instrument, or increase or (subject to Clauses 9.12.8 and 9.12.9) release or otherwise vary the amount of any Indemnified GTS Collateral.
 
9.12.5  
The Business Sellers shall, upon the date of issuance of each Replacement Instrument (or, if later, upon the effective date of such Replacement Instrument), transfer an amount equal to the amount of all Indemnified GTS Collateral (if any) in respect of the Indemnified GTS Instrument replaced thereby to such account of the relevant GTS Customer as the Purchaser shall specify for such purpose.
 
9.12.6  
If at any time following the NatWest Closing Date, the RBS Wales Closing Date or the RBS England Closing Date, as applicable, a Business Seller:
 
 
(i)  
receives notice of a claim or demand by a third party beneficiary under an Indemnified GTS Instrument (other than an import letter of credit) or a settlement is made by the relevant Business Seller under a GTS Instrument which is an import letter of credit in accordance with the terms thereof and (if and to the extent applicable) of the GTS Client Agreement under, pursuant or in relation to which it was issued (a “ GTS Demand ”); or
 
 
(ii)  
receives notice or otherwise becomes aware of any potential or intended claim or demand by a third party beneficiary under an Indemnified GTS Instrument (a “ Potential GTS Demand ”),
 
it shall as soon as reasonably practicable thereafter give written notice thereof to the Purchaser.  Such notice shall set out (a) the amount of the GTS Demand (which shall not exceed the maximum aggregate contingent liability of the relevant
 
 
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Business Seller in relation to such GTS Instrument as set out in the relevant Indemnified GTS Schedule, plus reasonable processing and correspondent bank fees and charges payable in relation thereto in accordance with the terms of the Indemnified GTS Instrument and related GTS Client Agreement) or Potential GTS Demand (as applicable) and (b) such reasonable details concerning the legal and factual basis of the GTS Demand or Potential GTS Demand (as applicable) as are available to the Business Sellers (including the GTS Instrument to which the GTS Demand or Potential GTS Demand (as applicable) relates, and a copy of the GTS Demand received or Potential GTS Demand received or of which it has otherwise become aware, and of the Indemnified GTS Instrument(s) to which it relates).
 
9.12.7  
To the extent that a Business Seller (or any member of the RBSG Group) is involved directly in the relevant GTS Demand the Business Sellers shall, or shall procure that the relevant member of the RBSG Group shall, conduct such demand in accordance with the terms of the relevant GTS Client Agreement and Indemnified GTS Instrument and in any event in a manner which is consistent, in all material respects, with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any claim or demand by a third party beneficiary under an import or documentary letter of credit, bond, bank guarantee or standby letter of credit or settlement of an import letter of credit (which in each case is based on similar facts or circumstances and is of a similar nature or type to the GTS Demand) in the ordinary course of business in relation to its global transaction services business in the United Kingdom.  In addition, the provisions of Clause 12 will apply mutatis mutandis to any claim in respect of a GTS Demand .
 
9.12.8  
Subject to the foregoing provisions of this Clause 9.12 (and without prejudice to the other terms of this Agreement), the Purchaser shall indemnify and keep indemnified the Business Sellers on an after-Tax basis from and against the amount of each GTS Demand (not exceeding the maximum aggregate contingent liability of the relevant Business Seller in relation to the GTS Instrument to which such GTS Demand relates as set out in the relevant Indemnified GTS Schedule, plus reasonable processing and correspondent bank fees and charges payable in relation thereto in accordance with the terms of the Indemnified GTS Instrument and related GTS Client Agreement) notified in accordance with Clause 9.12.6 above and which is paid by or on behalf of the Business Sellers (or any other member of the RBSG Group), less an amount equal to the amount of Indemnified GTS Collateral (if any) stated in the Indemnified GTS Schedule to be held in relation to the Indemnified GTS Instrument to which the GTS Demand pertains.  The Business Sellers shall, together with any request for indemnification under this Clause 9.12, provide written evidence reasonably satisfactory to the Purchaser of such payment of GTS Demand and (if and to the extent applicable) of such payment of reasonable processing and correspondent bank fees and charges payable (if any) in relation thereto in accordance with the terms of the Indemnified GTS Instrument and related GTS Client Agreement, and of its or their amount (as applicable).
 
9.12.9  
If, following payment by or on behalf of a Business Seller or any other member of the RBSG Group of a GTS Demand (for the avoidance of doubt, not including any payment under the indemnity provided for in this Clause 9.12), no further claim or demand may be made by the third party beneficiary under the terms of the Indemnified GTS Instrument to which such GTS Demand relates the relevant Business Seller shall as soon as reasonably practicable transfer to such account as the Purchaser shall specify for such purpose an amount equal to the amount of all Indemnified GTS Collateral (if any) in respect of such
 
 
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Indemnified GTS Instrument, less the amount of such Indemnified GTS Collateral (if any) which has been applied by the Business Seller in respect of payment by it of the relevant GTS Demand (and the relevant Business Seller shall provide written evidence reasonably satisfactory to the Purchaser of such application in payment and its amount).
 
9.12.10  
The indemnity in this Clause 9.12 shall cease to apply, in respect of any Indemnified GTS Instrument, upon the date of its expiry in accordance with the terms of such Indemnified GTS Instrument and of the GTS Client Agreement under, pursuant or in relation to which it was issued.
 
9.13  
Uncleared Items
 
The parties agree that they shall co-operate in good faith and act reasonably in order to account for and settle any uncleared items and items in the course of collection from, or transmission to other banks as at the Relevant Closing.
 
10  
Warranties
 
10.1  
The Seller Warranties
 
10.1.1  
Each of the Business Sellers, in respect only of the Businesses that it owns, represents and warrants to the Purchaser that each of the Seller Warranties set out in Schedule 14 is true and accurate as of the date of the Original Agreement.
 
10.1.2  
Each of the Seller Warranties shall be construed as being separate and independent and shall not be limited by reference to, or inference from, any other Seller Warranty or any other term of this Agreement or any other Transaction Document.
 
10.1.3  
Each of the Business Sellers undertakes, if any claim is made against it in connection with the sale of the Businesses to the Purchaser, not to make any claim against any director or employee of the Businesses on whom any of them may have relied before agreeing to any terms of this Agreement or any other Transaction Document or authorising any statement in the Disclosure Letter.
 
10.1.4  
All Seller Warranties, indemnities, covenants and other undertakings contained in or entered into in accordance with this Agreement or any other Transaction Document shall remain in full force and effect notwithstanding Closing.
 
10.1.5  
Any Seller Warranty qualified by the expression “so far as the Business Sellers are aware” or any similar expression shall, unless otherwise stated, be deemed only to refer to the actual knowledge on the date such Seller Warranty is made of those persons listed in Schedule 1 or to the knowledge which such persons would reasonably be expected to have, if they had made reasonable enquiries.
 
10.1.6  
For the avoidance of doubt, the parties agree that the Seller Warranties given at the date of the Original Agreement pursuant to Clause 10.1.1 were not and shall not be regarded as having been given in respect of credit cards or charge cards.
 
10.2  
Seller Disclosures
 
The Seller Warranties are subject to the matters fairly disclosed in the Disclosure Letter.
 
 
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10.3  
Seller Warranties to Closing
 
10.3.1  
Subject to Clause 10.2, each Business Seller, in respect only of the Businesses that it owns, further represents and warrants to the Purchaser that the Seller Warranties in paragraphs 1.1, 1.2, 1.3, 1.4, 2.1.2, 2.5.3, 2.7.1, 2.7.2, 3.1.1 and 3.1.3, 3.3.1, 3.3.2, 3.4.4, 5.8, 6.1.2 and 6.1.8, 12.1, 12.2, 12.3, 12.4, 12.5, 13.1, 13.2, 13.3, 13.4 of Schedule 14 will be true and accurate at the Friends and Family Transfer Date in respect of the Friends and Family Transfer, at the NatWest Closing in respect of the NatWest Businesses, at the RBS Wales Closing in respect of the RBS Wales Businesses and at the RBS England Closing in respect of the RBS England Businesses as if they had been repeated at such Closing in each case by reference to the facts and circumstances subsisting at the Relevant Closing Date.
 
10.3.2  
No right to damages or compensation shall arise in favour of the Purchaser under Clause 10.3.1 in consequence of an event or matter which results or may result in the Seller Warranty set out in paragraph 5.8 of Schedule 14 being untrue or inaccurate, as the case may be, if the event or matter could not reasonably have been avoided or prevented by any Business Seller or by their respective directors, officers, employees or agents operating the relevant Businesses in the ordinary course in the manner in which it had been conducted prior to the date of the Original Agreement.
 
10.3.3  
For the avoidance of doubt, the parties agree that the Seller Warranties given pursuant to Clause 10.3.1 shall be given in respect of the Businesses including (without limitation) credit cards and charge cards (other than the Seller Warranty in paragraph 1.2 of Schedule 14, which shall be given only in respect of the Businesses excluding credit cards and charge cards).
 
10.4  
The Purchasers’ Warranties
 
10.4.1  
The Purchaser represents and warrants to the Business Sellers that the statements set out in Schedule 15 are true and accurate as of the date of the Original Agreement.
 
10.4.2  
The Purchaser further represents and warrants to the Business Sellers that the statements set out in Schedule 15 will be true and accurate at each Closing as if they had been repeated at each Closing, in each case by reference to the facts and circumstances subsisting at each Closing Date and on the basis that any reference, whether express or implied, in such statements to the date of the Original Agreement is substituted by a reference to the Relevant Closing Date.
 
10.4.3  
The parties acknowledge that, prior to the date of the Original Agreement, the Business Sellers provided to the Purchaser an extract of the Term Sheet for UK State Aid Commitments in respect of the RBSG Group (the " Term Sheet ") and confirmed to the Purchaser that such extract accurately set out the eligibility requirements required to be met by the Purchaser under the Term Sheet in relation to the transactions contemplated by this Agreement. The Business Sellers acknowledge and agree that the Purchaser has agreed to provide the representations and warranties to the Business Sellers set out in paragraphs 1.2 and 3.3 of Schedule 15, to the extent such warranties refer to Clause 4.1.1, on the basis of the foregoing sentence.
 
 
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11  
Limitation of Liability
 
11.1  
Time Limitation for Claims
 
The Business Sellers shall not be liable under the Seller Warranties (other than Warranties 18.1, 18.2 and 18.3) or Clause 5 in respect of any claim unless a notice of the claim is given in writing by the Purchaser to the Business Sellers:
 
11.1.1  
within ** * following the RBS England Closing; or
 
11.1.2  
in respect of any claims under the Seller Warranties set out in paragraph 5 of Schedule 14 within *** following the RBS England Closing; or
 
11.1.3  
in respect of any claims under the Tax Warranties, within *** following the RBS England Closing.
 
11.2  
Minimum Claims
 
11.2.1  
Subject to Clause 11.2.2, the Business Sellers shall not be liable in respect of a claim under the Seller Warranties (other than Warranties 18.1, 18.2 and 18.3) unless the liability agreed or determined (disregarding the provisions of this Clause 11.2) in respect of such claim (or a series of claims arising from substantially similar facts or circumstances or arising from substantially similar acts or omissions of the Business Sellers) exceeds ***.
 
11.2.2  
The Business Sellers shall not be liable in respect of a claim under the Seller Warranties set out in paragraph 5.8 of Schedule 14 unless the liability agreed or determined (disregarding the provisions of this Clause 11.2) in respect of any such claim (or a series of claims arising from substantially similar facts or circumstances or arising from substantially similar acts or omissions of the Business Sellers, including any systemic policy, process or procedural matters or issues) exceeds:
 
 
(i)  
***
 
 
(ii)  
***
 
 
(iii)  
***
 
11.2.3  
Where the Business Sellers' liability agreed or determined in respect of any such claim or series of claims exceeds the financial threshold set out in Clause 11.2.1 or, as the case may be, 11.2.2 subject as provided elsewhere in this Clause 11, the Business Sellers shall be liable for the full amount of the claim or series of claims as agreed or determined, and not just the excess .
 
11.3  
Aggregate Minimum Claims
 
11.3.1  
The Business Sellers shall not be liable under the Seller Warranties (other than Warranties 18.1, 18.2 and 18.3) or Clause 5 in respect of any claim unless the aggregate amount of all claims for which the Business Sellers would otherwise together be liable (disregarding the provisions of this Clause 11.3) exceeds ***.
 
11.3.2  
Where the Business Sellers’ liability agreed or determined in respect of all claims exceeds ***, subject as provided elsewhere in this Clause 11, the Business Sellers shall be liable for the aggregate amount of all claims as agreed or determined, and not just the excess.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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11.4  
Maximum Liability
 
The aggregate liability of the Business Sellers in respect of all claims under the Seller Warranties (other than Warranties 18.1, 18.2 and 18.3) and breaches of Clause 5 shall not exceed ** * .
 
11.5  
Contingent Liabilities
 
Neither the Purchaser nor the Business Sellers shall be obliged to make payment under this Agreement in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability. Nothing in this Clause 11.5 shall preclude the giving of notice of a claim which is contingent within the time limit set out in Clause 11.1.
 
11.6  
Provisions
 
No liability shall attach to the Business Sellers in respect of a claim under the Seller Warranties if and to the extent that a specified and quantified allowance, provision or reserve is made in the Closing Statements.
 
11.7  
Voluntary Matters Arising
 
11.7.1  
Agreed matters
 
No liability shall attach to the Business Sellers or the Purchaser in respect of a breach of this Agreement in respect of any matter or thing done or omitted to be done pursuant to and in compliance with any Transaction Documents or otherwise at the written request of or with the written approval of the Purchaser (in the case of the Business Sellers) or the Business Sellers (in the case of the Purchaser); or
 
11.7.2  
Acts of the Purchaser
 
No liability shall attach to the Business Sellers in respect of any claim under the Seller Warranties to the extent the same is attributable to any voluntary act, omission or transaction of the Purchaser or any member of the Purchaser’s Group or their respective directors, officers, employees, agents or successors in title, which is outside the ordinary and usual course of the relevant Business and which occurs after the relevant Friends and Family Transfer Date, in the case of a claim relating to the Friends and Family Customers, NatWest Closing, in the case of a claim relating to the NatWest Business, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses.
 
11.8  
Matters arising after the date of the Original Agreement
 
No liability shall attach to the Business Sellers or the Purchaser in respect of any claim under this Agreement to the extent that the same is attributable to:
 
11.8.1  
Changes in legislation
 
 
(i)  
the passing of, or the coming into effect of any change in, after the Friends and Family Transfer Date, in the case of a claim relating to the Friends
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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and Family Customers, or the NatWest Closing, in the case of a claim relating to the NatWest Businesses, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses, any law, rule, regulation or administrative practice of any government, governmental department, agency or regulatory body but excluding (without prejudice to the generality of the foregoing) any increase in the rates of Taxation or any imposition of Taxation or any withdrawal of Relief from Taxation (together “ Taxation Change ”) not actually (or prospectively) in effect at the date of the Original Agreement to the extent that such Taxation Change affects any liabilities in respect of Pre-Closing Taxation; or
 
 
(ii)  
any change after the Friends and Family Transfer Date, in the case of a claim relating to the Friends and Family Customers, or the NatWest Closing, in the case of a claim relating to the NatWest Businesses, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses, of any official interpretation or official application of any legislation; or
 
11.8.2  
Accounting and Taxation Policies of the Purchaser and the Business Sellers
 
 
(i)  
in the case of a claim made by the Purchaser, any change in accounting or Taxation policy, bases or practice of the Purchaser introduced or having effect after the Friends and Family Transfer Date, in the case of a claim relating to the Friends and Family Customers, or the NatWest Closing, in the case of a claim relating to the NatWest Businesses, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses;
 
 
(ii)  
in the case of a claim made by a Business Seller, any change in accounting or Taxation policy, bases or practice of a Business Seller introduced or having effect after the Friends and Family Transfer Date, in the case of a claim relating to the Friends and Family Customers, or the NatWest Closing, in the case of a claim relating to the NatWest Businesses, or the RBS Wales Closing, in the case of a claim relating to the RBS Wales Businesses or the RBS England Closing, in the case of a claim relating to the RBS England Businesses.
 
11.9  
Insurance
 
11.9.1  
Without prejudice to the Purchaser’s rights under Clause 14, the Business Sellers shall not be liable under this Agreement in respect of any claim to the extent that the Losses in respect of which such claim is made are covered by a policy of insurance and the Purchaser actually recovers under that policy. The Purchaser shall use reasonable endeavours to seek to recover amounts under policies of insurance held by it.
 
11.9.2  
The Purchaser shall not be liable under this Agreement in respect of any claim to the extent that the Losses in respect of which such claim is made are covered by a policy of insurance and a Business Seller actually recovers under that policy. Each Business Seller
 
 
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shall use reasonable endeavours to seek to recover amounts under policies of insurance held by it.
 
11.10  
Net Financial Benefit
 
The Business Sellers shall not be liable under the Seller Warranties in respect of any Losses suffered by the Purchaser or any member of the Purchaser’s Group to the extent of any corresponding savings by or quantifiable net financial benefit to the Purchaser or any member of the Purchaser’s Group arising from such Losses or the facts giving rise to such Losses (for example, where the amount (if any) by which any Taxation for which the Purchaser or any other member of the Purchaser’s Group would otherwise have been accountable or liable to be assessed is reduced or extinguished as a consequence of any saving, benefit or Relief in respect of Taxation (“ Tax Relief ”) arising as a result of the matter giving rise to such liability, provided that any such Tax Relief shall be deemed to be utilised in priority to any other saving, benefit or Relief in respect of Taxation available to the Purchaser or any other member of the Purchaser’s Group, save to the extent that the legal rules and restrictions governing the utilisation of Tax Reliefs would require other Tax Reliefs to be utilised in priority).
 
11.11  
Mitigation of Losses
 
The Purchaser and the Business Sellers shall procure that all reasonable steps are taken and all reasonable assistance is given to avoid or to mitigate any Losses which might give rise to a liability in respect of any claim by any of them under this Agreement.
 
11.12  
Business Sellers’ and Purchaser’s Right to Recover
 
11.12.1  
Recovery for Actual Liabilities
 
Neither the Purchaser nor any Business Seller shall be liable to pay any amount in discharge of a claim under this Agreement unless and until the liability in respect of which the claim is made has become due and payable.
 
11.12.2  
Prior to Recovery from the Business Sellers
 
If, before any Business Seller pays an amount in discharge of any liability in respect of a claim under this Agreement, the Purchaser or any member of the Purchaser’s Group recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any member of the Purchaser’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, then, save where in the reasonable opinion of the Purchaser (i) to do so would result in a material adverse effect on the Purchaser’s Group’s business in the United Kingdom taken as a whole, or (ii) there is no reasonable prospect of making a successful recovery from the relevant third party, the Purchaser shall procure that reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery.
 
 
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11.12.3  
Following Recovery from the Business Sellers
 
If any Business Seller has paid an amount in discharge of any liability in respect of a claim under this Agreement and the Purchaser or any member of the Purchaser’s Group is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates the Purchaser or any member of the Purchaser’s Group (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, then save where in the reasonable opinion of the Purchaser (i) to do so would result in a material adverse effect on the Purchaser’s Group’s business in the United Kingdom taken as a whole or (ii) there is no reasonable prospect of making a successful recovery from the relevant third party, the Purchaser shall procure that reasonable steps are taken to enforce such recovery and shall, or shall procure that the relevant member of the Purchaser’s Group shall, pay to the Business Seller as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Purchaser to the Business Seller to the Purchaser.
 
11.12.4  
Prior to Recovery from the Purchaser
 
If, before the Purchaser pays an amount in discharge of any liability in respect of a claim under this Agreement, any Business Seller recovers or is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any Business Seller (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, then, save where in the reasonable opinion of any Business Seller (i) to do so would result in a material adverse effect on the RBSG Group’s business in the United Kingdom taken as a whole, or (ii) there is no reasonable prospect of making a successful recovery from the relevant third party, the Business Sellers shall procure that reasonable steps are taken to enforce recovery against the third party and any actual recovery (less any reasonable costs incurred in obtaining such recovery) shall reduce or satisfy, as the case may be, such claim to the extent of such recovery.
 
11.12.5  
Following Recovery from the Purchaser
 
If the Purchaser has paid an amount in discharge of any liability in respect of a claim under this Agreement and any Business Seller is entitled to recover (whether by payment, discount, credit, relief, insurance or otherwise) from a third party a sum which indemnifies or compensates any Business Seller (in whole or in part) in respect of the loss or liability which is the subject matter of the claim, then save where in the reasonable opinion of any Business Seller (i) to do so would result in a material adverse effect on the RBSG Group’s business in the United Kingdom taken as a whole or (ii) there is no reasonable prospect of making a successful recovery from the relevant third party, the Business Sellers shall procure that reasonable steps are taken to enforce such recovery and shall pay to the Purchaser as soon as practicable after receipt an amount equal to (i) any sum recovered from the third party less any costs and expenses incurred in obtaining such recovery or if less (ii) the amount previously paid by the Purchaser to the Business Seller.
 
 
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11.13  
Double Claims
 
The Purchaser shall not be entitled to recover from the Business Sellers under any Transaction Document more than once in respect of the same Losses suffered and the Business Sellers shall not be entitled to recover from the Purchaser under any Transaction Document more than once in respect of the same Losses suffered.
 
12  
Claims
 
12.1  
Assumed Liabilities
 
12.1.1  
If any Business Seller receives notice of any claim by a third party in respect of an Assumed Liability, it shall give notice of such claim to the Purchaser as soon as reasonably practicable.
 
12.1.2  
Subject to Clause 12.1.4, to the extent that a Business Seller (or any member of the RBSG Group) is involved directly in the relevant claim the Business Sellers shall, or shall procure that the relevant member of the RBSG Group shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any claim (a “ RBSG Third Party Claim ”) made by any other third party (including for the avoidance of doubt a customer of the RBSG Group) in relation to the RBSG Group’s business in the United Kingdom and which is based on similar facts or circumstances or is of a similar nature or type to the claim made by the third party.
 
12.1.3  
Subject to Clause 12.1.4, the Business Sellers shall, to the extent permitted by any Law and Regulations, take such action as the Purchaser may reasonably request to avoid, dispute, resist, appeal, compromise, settle, defend or mitigate any claim by a third party which constitutes or may constitute an Assumed Liability (an “ Assumed Liability Claim ”) subject to the Business Sellers being indemnified on an after-Tax basis by the Purchaser against all Losses which may thereby be incurred and, provided that the Business Sellers shall not be required to take any action which is not consistent in any material respect with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any RBSG Third Party Claim. Without limitation to the foregoing (and subject to applicable Law and Regulations):
 
 
(i)  
each Business Seller shall provide the Purchaser and its/their financial, accounting, tax or legal advisers reasonable access to enable them to investigate the facts, matter or circumstance alleged to (or which may) give rise to such Assumed Liability Claim and whether and to what extent any amount is or may be payable in respect of such claim;
 
 
(ii)  
the Business Sellers shall, and shall procure that any other relevant members of the RBSG Group shall, disclose to the Purchaser all material of which it/they are aware which relates to such Assumed Liability Claim and shall, subject to their being paid all reasonable out of pocket costs and expenses, give all such information and assistance, including:
 
 
(a)  
access to premises and personnel;
 
 
(b)  
making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities; and
 
 
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(c)  
the right to examine and copy or photograph any assets, accounts, correspondence, documents and records,
 
as the Purchaser or its financial, accounting or legal advisers may reasonably request; and
 
 
(iii)  
each Business Seller shall, and shall procure any other members of the RBSG Group shall, at all times take all reasonable steps to maintain any legal privilege that exists in relation to any information referred to in this Clause 12.1 (including books of account, records and correspondence) relevant to the Assumed Liability Claim.
 
12.1.4  
In relation to any claim by a third party relating to an Assumed Liability the Purchaser shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Business Sellers to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, settle or contest the relevant claim (including making counterclaims or other claims against third parties and including instructing such professional and legal or tax advisers as the Purchaser may nominate to act on behalf of the relevant Business Seller or member of the RBSG Group) in the name of and on behalf of the relevant Business Seller or member of the RBSG Group concerned and to have the conduct of any related proceedings, negotiations or appeals except that the Purchaser shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any claim (a “ Purchaser Third Party Claim ”) made by any other third party (including for the avoidance of doubt a customer of the Purchaser’s Group) in relation to the Purchaser Group’s business in the United Kingdom other than the Businesses and which is based on similar facts or circumstances or is of a similar nature or type to the claim made by the third party.
 
Nothing in this Clause 12.1 shall entitle the Purchaser or its advisers to have access to any information which relates to legal advice in respect of any claim for breach of the Transaction Documents.
 
12.2  
Notification of Claims
 
12.2.1  
Notices of any claim by the Purchaser under the Seller Warranties or Clause 5 shall be given by the Purchaser to the Business Sellers within the time limits specified in Clause 11.1.
 
12.2.2  
Any notice given under Clause 12.1.1, 12.2.1 or 12.3.1 shall, to the extent then within the knowledge of the Purchaser or, as the case may be, the relevant Business Seller, set out in reasonable detail information concerning the legal and factual basis of the claim or potential claim and set out the Purchaser’s estimate of the amount of Losses which are, or are to be, the subject of the claim (including any Losses which are contingent on the occurrence of any future event).
 
12.3  
Excluded Liabilities
 
12.3.1  
If the Purchaser receives notice of any claim by a third party in respect of any Excluded Liability (an “ Excluded liability Claim ”) it shall give notice of such claim to the Business Sellers as soon as reasonably practicable.
 
 
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12.3.2  
Subject to Clause 12.3.4, to the extent that the Purchaser (or any member of the Purchaser’s Group) is involved directly in the relevant claim, the Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claims.
 
12.3.3  
Subject to Clause 12.3.4, the Purchaser shall, to the extent permitted by any Law and Regulations, take such action as the Business Sellers may reasonably request to avoid, dispute, resist, appeal, compromise, settle, defend or mitigate any Excluded Liability Claim subject to the Purchaser being indemnified on an after-Tax basis by the Business Sellers against all Losses which may thereby be incurred and provided that the Purchaser shall not be required to take any action which is not consistent in any material respect with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claim. Without limitation to the foregoing (and subject to applicable Law and Regulations):
 
 
(i)  
the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, allow the Business Sellers and their financial, accounting, tax or legal advisers reasonable access to allow them to investigate the fact, matter or circumstance alleged to (or which may) give rise to such Excluded Liability Claim and whether and to what extent any amount is or may be payable in respect of such claim;
 
 
(ii)  
the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, disclose to the Business Sellers all material of which it/they are aware which relates to such Excluded Liability Claim and shall, subject to their being paid all reasonable out of pocket costs and expenses, give all such information and assistance, including:
 
 
(a)  
access to premises and personnel (including any Relevant Employee with knowledge relating to the relevant facts, matters or circumstances or who can otherwise reasonably assist the Business Sellers);
 
 
(b)  
making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities; and
 
 
(c)  
the right to examine and copy or photograph any assets, accounts, correspondence, documents and records,
 
as the Business Sellers or their financial, accounting or legal advisers may reasonably request; and
 
 
(iii)  
the Purchaser shall, and shall procure that any other members of the Purchaser’s Group shall, at all times take all reasonable steps to maintain any legal privilege that exists in relation to any information referred to in this Clause 12.3 (including books of account, records and correspondence) relevant to the Excluded Liability Claim.
 
Nothing in this Clause 12.3 shall entitle any Business Seller or its advisers to have access to any information which relates to legal advice in respect of any claim for breach of the Transaction Documents.
 
 
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12.3.4  
In relation to any claim by a third party relating to an Excluded Liability the Business Sellers shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, settle or contest the relevant claim (including making counterclaims or other claims against third parties and including instructing such professional and legal or tax advisers as the Business Sellers may nominate to act on behalf of the relevant Purchaser or member of the Purchaser’s Group) in the name of and on behalf of the Purchaser or member of the Purchaser’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals except that the Business Sellers shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Business Sellers (or, as the case may be, the relevant member of the RBSG Group) would, at the relevant time, conduct any RBSG Third Party Claim.
 
12.4  
Conduct of Third Party Claims
 
12.4.1  
If the fact, matter or circumstance that may give rise to a claim under the Seller Warranties or Clause 5 is a result of or in connection with a claim by a third party (including any regulator, government or governmental authority or Tax Authority) (a “ Third Party Claim ”) then to the extent that the Purchaser or any member of the Purchaser’s Group is involved directly in such Third Party Claim:
 
12.4.2  
the Purchaser shall consult with the relevant Business Seller as regards the conduct of any proceedings arising out of such third party claim, taking into consideration any reasonable request of the Seller in connection with the claim;
 
12.4.3  
the Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claim; and
 
12.4.4  
the Purchaser shall, to the extent permitted by any Law and Regulations, take such action as the Business Sellers may reasonably request to avoid, dispute, resist, appeal, compromise, settle, defend or mitigate any Third Party Claim subject to the Purchaser being indemnified on an after-Tax basis by the Business Sellers against all Losses which may thereby be incurred and provided that the Purchaser shall not be required to take any action which is not consistent in any material respect with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claim. Without limitation to the foregoing (and subject to applicable Law and Regulations):
 
 
(i)  
the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, allow the Business Sellers and their financial, accounting, tax or legal advisers reasonable access to allow them to investigate the fact, matter or circumstance alleged to (or which may) give rise to such Third Party Claim and whether and to what extent any amount is or may be payable in respect of such claim;
 
 
(ii)  
the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, disclose to the Business Sellers all material of which it/they are aware which relates to such Third Party Claim and
 
 
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shall, subject to their being paid all reasonable out of pocket costs and expenses, give all such information and assistance, including:
 
 
(a)  
access to premises and personnel (including any Relevant Employee with knowledge relating to the relevant facts, matters or circumstances or who can otherwise reasonably assist the Business Sellers);
 
 
(b)  
making such personnel available for factual interviews, preparation for testimony, giving evidence, producing affidavits and other similar activities; and
 
 
(c)  
the right to examine and copy or photograph any assets, accounts, correspondence, documents and records,
 
as the Business Sellers or their financial, accounting or legal advisers may reasonably request; and
 
 
(iii)  
the Purchaser shall, and shall procure that any other members of the Purchaser’s Group shall, at all times take all reasonable steps to maintain any legal privilege that exists in relation to any information referred to in this Clause 12.4.4 (including books of account, records and correspondence) relevant to the Third Party Claim.
 
Nothing in this Clause 12.4.4 shall entitle any Business Seller or its advisers to have access to any information which relates to legal advice in respect of any claim for breach of the Transaction Documents.
 
12.5  
Commencement of Proceedings by the Purchaser
 
Any claim under the Seller Warranties or Clause 5 notified by or on behalf of the Purchaser shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be irrevocably withdrawn nine months after notice is given under Clause 12.2, unless at such time legal proceedings in respect of the relevant claim have been commenced by being both issued and served, provided that:
 
12.5.1  
where Clause 11.5 applies, the nine-month period shall commence on the date that the relevant contingent liability becomes an actual liability; or
 
12.5.2  
where Clause 11.12 applies and the relevant member of the Purchaser’s Group determines to make a claim against a third party, including any insurer,  before proceeding with the claim under the Seller Warranties (it being acknowledged that the Purchaser is under no obligation to do so) the nine-month period shall commence on the date that the corresponding claim is finally settled or finally determined; or
 
12.5.3  
where Clause 12.4 applies, the nine-month period shall commence on the date the relevant Third Party Claim has been finally settled or finally determined.
 
12.6  
Confidentiality
 
12.6.1  
Any documents or information made available to a party in accordance with this Clause 12 shall, subject to Clause 15.2, be kept confidential by the recipient and shall be used by the recipient only for the purposes referred to or contemplated in this Clause 12.
 
 
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12.6.2  
Nothing in this Clause 12 shall require the provision of any documents or information where such provision would contravene any Law and Regulations, breach any duty of confidentiality (subject to the relevant party using reasonable endeavours to seek any relevant third party consent in respect of such duty of confidentiality) or prejudice any right of privilege.
 
12.7  
Legal or Regulatory Constraints
 
Where any Law and Regulations require the consent of any third party (including any Regulatory Authority) to be obtained before any aspect of this Clause 12 can be operated in accordance with applicable Law and Regulations, the relevant party which requires to obtain any such consent before it can comply with its obligations under this Clause 12 in accordance with Law and Regulations shall use all reasonable endeavours to obtain such consent on a timely basis.
 
13  
Restrictions on business activities
 
13.1  
Restrictions on the RBSG Group
 
Subject to Clause 13.3, the Business Sellers shall procure that no member of the RBSG Group will, in any Relevant Capacity, from the date of the Original Agreement up to the RBS England Closing (save for any action taken in order to carry on the Businesses until the RBS England Closing) or during the Restricted Period:
 
13.1.1  
* * *
 
13.1.2  
use any Rainbow Data for the purpose of the marketing of any products sold or provided by any member of the RBSG Group that is targeted specifically at Customers, being marketing that is directed (i) solely at Retail Customers or (ii) at a group of persons the majority of whom are Customers and the sole reason for such marketing activity is to specifically target those Customers with the intention of re-establishing a primary banking relationship between such Customer and the Business Sellers.  For the avoidance of doubt, this Clause 13.1.2 shall not prevent any member of the RBSG Group from undertaking any activity that is permitted under Clause 13.1.1 above; or
 
13.1.3  
solicit or entice away from employment any Relevant Employee, whether or not such employee would thereby commit a breach of his contract of service, provided that this Clause 13.1.3 shall not, subject to any applicable restrictions set out in the relevant termination arrangements, apply after the termination of employment of any Relevant Employee by the Purchaser, or to any Relevant Employee who independently approaches the Business Sellers or a member of the RBSG Group with a view to prospective employment without any prior inducement from any of the Business Sellers or a member of the RBSG Group. The placing in good faith and in a manner not intended to target a Relevant Employee of an advertisement of a post available to a member of the public generally and the recruitment of a person through an employment agency or head hunter shall not constitute a breach of this Clause 13.1.3, provided that no member of the RBSG Group encourages, advises or instructs such agency or head hunter to approach any Relevant Employee; or
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
92

 
 
13.1.4  
establish or operate any new or existing banking branches or sub-branches (other than corporate offices), in each case:
 
 
(i)  
in Scotland, under, by reference to, or otherwise in connection with, the NatWest Trade Marks, or any other trade mark, service mark, trade name or brand which is substantially similar thereto or confusing therewith; or
 
 
(ii)  
in England and Wales, under, by reference to, or otherwise in connection with, the RBS Trade Marks, or any other trade mark, service mark, trade name or brand which is substantially similar thereto or confusing therewith; or
 
 
(iii)  
anywhere in the world, under, by reference to, or otherwise in connection with, the Williams & Glyn’s Trade Marks or any other trade mark, service mark, trade name or brand which is substantially similar thereto or confusing therewith,
 
other than in relation to (a) the business and operation of, including products and services provided by, the Holts branch in Farnborough (with sort code 161926) and (b) products and services provided by or in connection with the "Drummonds" or "Child & Co" name or brand, in each case in a manner which is consistent with the operation of such brand and/or branch, or the provision of such products and services, prior to the date of this Agreement and subject, in the case of the Holts branch in Farnborough, to the provisions of clause 13.1.5.
 
13.1.5  
The Business Sellers agree that prior to the RBS England Closing Date the external and internal branch fascia and signage at the Farnborough branch (sort code 161926) shall be rebranded so that it (i) does not look confusingly similar to the branches of the Businesses in England and Wales as they are prior to the Relevant Closing and/or to RBS-branded branches in Scotland after the RBS England Closing; and (ii) does not exclusively include or refer to RBS Trademarks (as defined in Part 4 of Schedule 4)).
 
13.2  
* * *
 
13.3  
Reasonableness of Restrictions
 
13.3.1  
The Business Sellers agree that the restrictions contained in Clause 13.1 are no greater than are reasonable and necessary for the protection of the interests of the Purchaser, but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
 
13.3.2  
The Purchaser agrees that the restrictions contained in Clause 13.2 are no greater than are reasonable and necessary for the protection of the interests of the Business Sellers, but if any such restriction shall be held to be void but would be valid if deleted in part or reduced in application, such restriction shall apply with such deletion or modification as may be necessary to make it valid and enforceable.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
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14  
Insurance
 
 
Where any Insured Event occurs prior to the Friends and Family Transfer Date (in respect of the Friends and Family Customers), the NatWest Closing (in respect of the NatWest Businesses), the RBS Wales Closing (in respect of the RBS Wales Businesses) and the RBS England Closing (in respect of the RBS England Businesses) in respect of which either (a) an Insurance Claim has been made prior to the Relevant Closing, but is not settled or otherwise resolved prior to the Relevant Closing or (b) an Insurance Claim is capable of being made and the Purchaser requests in writing that the relevant Business Seller make an Insurance Claim within twelve months following the Relevant Closing, the relevant Business Seller shall:
 
 
(i)  
continue to manage and pursue (in the case of (a) above) and make, manage and pursue (in the case of (b) above) such Insurance Claim with all reasonable care and diligence and in accordance with the past practice of the Businesses and shall keep its insurers properly informed in respect of, and shall provide its insurers with all information which they may request in relation to, such Insurance Claim;
 
 
(ii)  
keep the Purchaser regularly informed as to the progress of such Insurance Claim (both before and after the Relevant Closing) and provide the Purchaser with all information, and take such action, as the Purchaser may reasonably request regarding such Insurance Claim; and
 
 
(iii)  
pay to the Purchaser an amount equal to the value of any settlement paid to the relevant Business Seller in respect of such Insurance Claim by the relevant Business Seller’s insurers less the amount of any reasonable costs and expenses incurred by the relevant Business Seller in making, managing or pursuing such Insurance Claim, with such payment to be treated, for the purposes of this Agreement, as a reduction to the Purchase Price in respect of the particular category of Business Asset in respect of which the relevant Insurance Claim was made.
 
15  
Confidentiality and Announcements
 
15.1  
Announcements
 
No announcement or circular in connection with the existence or the subject matter of any Transaction Document shall be made or issued by or on behalf of any member of the RBSG Group or the Purchaser’s Group without the prior written approval of the Business Sellers and the Purchaser (such approval not to be unreasonably withheld or delayed). This shall not affect any announcement or circular required by applicable law or any Regulatory Authority or the rules of any recognised stock exchange on which any equity or debt securities of either RBSG or any member of the Purchaser’s Group are, or are to be, listed (regardless of whether or not such rules have the force of law) but the party with an obligation to make an announcement or issue a circular shall consult with the other parties insofar as is reasonably practicable before complying with such an obligation and shall only announce such information as required by the relevant law, Regulatory Authority or rules.
 
 
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15.2  
Confidentiality
 
15.2.1  
The parties hereby agree that the provisions of this Clause 15 shall supersede and replace the Confidentiality Agreement in its entirety and that, with effect from the execution of the Original Agreement, the Confidentiality Agreement shall terminate and cease to be of any further effect.
 
15.2.2  
Subject to Clause 15.1 and Clause 15.2.3:
 
 
(i)  
each of the parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into or performing any Transaction Document which relates to:
 
 
(a)  
the provisions of any Transaction Document; or
 
 
(b)  
the negotiations relating to any Transaction Document;
 
 
(ii)  
the Business Sellers shall, and shall procure that all members of the RBSG Group shall treat as strictly confidential and not disclose or use for any purpose any information proprietary to the NatWest Businesses following the NatWest Closing and the RBS Businesses following the RBS Wales Closing and the RBS England Closing respectively and any other information relating to the business, financial or other affairs (including future plans and targets) of any member of the Purchaser’s Group of which any Business Seller has become aware through the negotiations leading to, or the implementation of, this Agreement; and
 
 
(iii)  
the Purchaser shall treat as strictly confidential and not disclose or use any information relating to the business, financial or other affairs (including future plans and targets) of any member of the RBSG Group including the NatWest Businesses prior to the NatWest Closing and the RBS Businesses prior to the RBS Wales Closing and the RBS England Closing respectively  to the extent that the Purchaser has become aware of such information through the negotiations leading to, or the implementation of, this Agreement.
 
15.2.3  
Clause 15.2.2 shall not prohibit disclosure or use of any information if and to the extent:
 
 
(i)  
the disclosure or use is required by any Regulatory Authority, HM Treasury or the Monitoring Trustee in the context of, and consistent with, the approval granted by the European Commission to the Commissioners of HM Treasury on 14 December 2009 in respect of certain state aid granted to the RBSG Group by HM Treasury;
 
 
(ii)  
the disclosure is required by, and made to, HM Treasury, UKFI or the FSA;
 
 
(iii)  
the disclosure or use is required by law, any Regulatory Authority or the rules of any recognised stock exchange on which any equity or debt securities of RBSG or any member of the Purchaser’s Group are, or are to be, listed (regardless of whether or not such rules have the force of law);
 
 
(iv)  
the disclosure or use is required by any accounting standards in accordance with which the published accounts of any party are to be drawn up or the disclosure is made to a Tax Authority in connection with the Tax affairs of the disclosing party or the disclosure is made to any relevant Regulatory Authority;
 
 
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(v)  
the disclosure or use is required to vest the full benefit of any Transaction Document in any party;
 
 
(vi)  
the disclosure or use is required for the purpose of any proceedings arising out of any Transaction Document;
 
 
(vii)  
the disclosure is made to professional advisers or actual or potential financiers of any party on a need to know basis and on terms that the relevant party procures that such professional advisers or actual or potential financiers comply with the provisions of Clause 15.2.2 in respect of such information as if they were a party to this Agreement;
 
 
(viii)  
the information is or becomes publicly available (other than by breach of the Confidentiality Agreement or of this Agreement by the disclosing party); or
 
 
(ix)  
the other party has given prior written approval to the disclosure or use,
 
provided that prior to disclosure or use of any information pursuant to Clause 15.2.3(iii), the party concerned shall to the extent reasonably practicable and unless prohibited by law from doing so or unless required not to do so by any relevant court or Regulatory Authority promptly notify the other parties of such requirement with a view to agreeing the timing and content of such disclosure or use.
 
16  
Other Provisions
 
16.1  
Further Assurances
 
Each of the parties shall, at its own cost, from time to time execute, or to the extent within its power procure the execution of, such documents in a form reasonably satisfactory to the other party and perform, or to the extent within its power procure the performance of, such acts and things as any other party may reasonably require to give full effect to any Transaction Document and to secure to the other party the full benefit of the rights, powers and remedies conferred upon it in any Transaction Document.
 
16.2  
Whole Agreement
 
16.2.1  
The Transaction Documents contain the whole and only agreement between the parties relating to the subject matter of the Transaction Documents at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and the Transaction Documents supersede any previous written or oral agreement between the parties in relation to the matters dealt with in the Transaction Documents.
 
16.2.2  
Each party acknowledges that, in entering into the Transaction Documents to which it is a party, it is not relying upon any pre-contractual statement which is not expressly set out in the relevant Transaction Documents and, in particular, that, except to the extent expressly set out in Clause 10 and Schedule 14, no representation or warranty is given in relation to the Information Memorandum, the Disclosure Letter or the contents of the Data Room.
 
 
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16.2.3  
So far as is permitted by law and except in the case of fraud, each of the parties agrees and acknowledges that it shall have no right of action against any other party to any of the Transaction Documents arising out of or in connection with any pre-contractual statement except to the extent that it is expressly repeated in the relevant Transaction Document. No party shall have any right to terminate or rescind any Transaction Document except as expressly set out therein.
 
16.2.4  
For the purposes of this Clause 16.2, “ pre-contractual statement ” means any draft, agreement, undertaking, representation (whether negligent or innocent), warranty, promise, assurance or arrangement of any nature whatsoever, whether or not in writing, relating to the subject matter of any of the Transaction Documents made or given by any person at any time prior to the relevant Transaction Document becoming legally binding.
 
16.3  
Reasonableness and Specific Performance
 
16.3.1  
Each of the parties confirms that it has received independent legal advice relating to all the matters provided for in the Transaction Documents, including the terms of Clause 13 and Clause 16.2.
 
16.3.2  
The parties agree that if the provisions of Clause 13 and Clause 15.2 were not performed in accordance with their specific terms or were otherwise breached, irreparable damage might occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties shall be entitled to seek the remedies of specific performance of the terms of this Agreement or injunctive relief, in addition to any other remedy at law or equity.
 
16.4  
No Assignment
 
Except as otherwise expressly provided in this Agreement:
 
16.4.1  
no party may without the prior written consent of the other parties, assign, grant any security interest over, hold on trust or otherwise transfer the benefit of, or its rights or benefits under, the whole or any part of this Agreement; and
 
16.4.2  
a party may, without the consent of the other parties, assign to a subsidiary, a subsidiary undertaking or another member of that party’s Group the benefit of the whole or any part of this Agreement, provided that such assignment shall be expressed to have effect only for so long as the assignee remains a subsidiary, a subsidiary undertaking or a member of the Group of the party concerned.
 
16.5  
Third Party Rights
 
16.5.1  
Each of Clauses 9 and 10.1.3 (the “ Third Party Rights Clauses ”) confers a benefit on persons referred to in such clauses who are not a party to this Agreement and, subject to the remaining provisions of this Clause 16.5, is intended to be enforceable by each such person by virtue of the Contracts (Rights of Third Parties) Act 1999.
 
16.5.2  
The parties to this Agreement do not intend that any term of this Agreement, apart from the Third Party Rights Clauses, should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to this Agreement.
 
16.5.3  
Notwithstanding Clause 16.5.1:
 
 
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(i)  
this Agreement may be varied in any way and at any time by the parties to this Agreement without the consent of any person who is not a party to this Agreement; and
 
 
(ii)  
no person who is not a party to this Agreement may enforce, or take any step to enforce, any of the Third Party Rights Clauses without the prior written consent of the Purchaser, which may, if given, be given on and subject to such terms as the Purchaser may determine.
 
16.6  
Variation
 
No variation of this Agreement shall be effective unless in writing and signed by or on behalf of each of the parties (except that RBS may sign a variation on behalf of the Business Sellers).
 
16.7  
Method of Payment
 
Wherever in this Agreement provision is made for a payment to be made or procured, any such payments shall be effected by crediting for same day value the account or accounts in accordance with Law and Regulations notified by the relevant party to the relevant other party or parties reasonably in advance and in sufficient detail to enable payment by telegraphic or other electronic means to be effected on or before the due date for payment.
 
16.8  
Costs
 
16.8.1  
The Business Sellers shall bear all costs incurred by the Business Sellers in connection with the preparation, negotiation and execution of the Transaction Documents and the sale of the Businesses.
 
16.8.2  
The Purchaser shall bear all such costs incurred by them in connection with the preparation, negotiation and execution of the Transaction Documents and the purchase of the Businesses.
 
16.8.3  
This Clause 16.8 is subject to Clause 16.10 and Schedule 10.
 
16.9  
Interest
 
If any party defaults in the payment when due of any sum payable under any Transaction Document, the liability of that party shall be increased to include an amount equal to interest on such sum from and including the date when such payment is due until the date of actual payment (after as well as before judgment) at a rate per annum of 1 per cent. above LIBOR from time to time, accruing from day to day calculated on the basis of the actual number of days elapsed and a year of 360 days.
 
16.10  
Transaction Taxes
 
Provided that they do not arise as a result of any breach by a Business Seller of any provision of the Original Agreement or this Agreement or as a result of any Seller Warranty not being true, the Purchaser shall bear the cost of all stamp duty, SDRT, SDLT, any notarial fees and all registration and transfer taxes, fees and duties or their equivalents in all jurisdictions where such fees, taxes and duties are payable in respect of the Original Agreement or this Agreement or as a result of the transactions contemplated by the
 
 
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Original Agreement or this Agreement. The Purchaser shall be responsible for arranging the payment of such stamp duty, SDRT, SDLT, notarial fees and all other such fees, taxes and duties, including fulfilling any administrative or reporting obligation imposed by the jurisdiction in question in connection with the payment of such fees, taxes and duties.
 
16.11  
VAT
 
16.11.1  
Where under the terms of this Agreement one party is liable to indemnify and keep indemnified or reimburse another party in respect of any costs, charges or expenses, the payment shall not include an amount equal to any VAT thereon which is recoverable by the other party, and that party shall use reasonable endeavours to recover such amount of VAT as may be practicable.
 
16.11.2  
Subject to Schedule 10, if any payment under this Agreement constitutes the consideration for a taxable supply for VAT purposes, then in addition to that payment the payer shall pay any VAT due on production of a valid VAT invoice.
 
 
16.12  
Stamp Duty
 
Notwithstanding anything in Clause 2.2.4, but subject always to Clause 11 and Clause 16.10, if in relation to any Business Asset any document (other than the Original Agreement, this Agreement or any document entered into pursuant to this Agreement) is actually required to be stamped in order to (a) comply with the requirement, order or direction of any regulatory, governmental or statutory body (including any court or Tax Authority); or (b) assert or defend any title, right or claim to that Business Asset in the carrying out or disposal of any of the Businesses (or any part thereof), then the Business Sellers shall be liable to reimburse the Purchaser in the amount of any Tax incurred in relation to such stamping.
 
16.13  
Notices
 
16.13.1  
Any notice or other communication in connection with this Agreement (each, a “ Notice ”) shall be:
 
 
(i)  
in writing in English; and
 
 
(ii)  
delivered by hand, fax, registered post or by courier using an internationally recognised courier company.
 
16.13.2  
A Notice to any Business Seller shall be sent to such party at the following address, or such other person or address as the Business Sellers may notify to the Purchaser from time to time:
 
 
Address: 
The Royal Bank of Scotland Group plc
House G
RBS Gogarburn
Edinburgh
EH12 1HQ
 
 
Fax No.: 
+44 131 626 2997
 
 
Attention: 
Group General Counsel
 
 
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16.13.3  
A Notice to the Purchaser shall be sent to the Purchaser at the following address, or such other person or address as the Purchaser may notify to the Business Sellers from time to time:
 
 
Address: 
2 Triton Square,
Regent’s Place,
London
NW1 3AN
 
 
Fax No.: 
+44 (0)20 7756 5650
 
 
Attention: 
Company Secretary
                    
16.13.4  
A Notice shall be effective upon receipt and shall be deemed to have been received:
 
 
(i)  
at the time of delivery, if delivered by hand, registered post or courier; and
 
 
(ii)  
at the time of transmission in legible form, if delivered by fax.
 
16.14  
Invalidity
 
16.14.1  
If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, under the law of any jurisdiction:
 
 
(i)  
the provision shall apply with whatever deletion or modification is necessary so that the provision is legal, valid and enforceable and gives effect to the commercial intention of the parties; and
 
 
(ii)  
the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement shall not be affected or impaired,
 
provided that the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
 
16.14.2  
To the extent it is not possible to delete or modify the provision, in whole or in part, under Clause 16.14.1(i), then such provision or part of it shall, to the extent that it is illegal, invalid or unenforceable, be deemed not to form part of this Agreement and the legality, validity and enforceability of the remainder of this Agreement shall, subject to any deletion or modification made under Clause 16.14.1(i), not be affected.
 
16.15  
Remedies and Waivers
 
16.15.1  
No delay or omission by any party to any Transaction Document in exercising any right, power or remedy provided by law or under any such Transaction Document shall:
 
 
(i)  
affect such right, power or remedy; or
 
 
(ii)  
operate as a waiver of it.
 
16.15.2  
The single or partial exercise of any right, power or remedy provided by law or under any Transaction Document shall not preclude any other or further exercise of it or the exercise of any other right, power or remedy.
 
16.15.3  
The rights, powers and remedies provided in the Transaction Documents are cumulative and not exclusive of any rights, powers and remedies provided by law.
 
 
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16.16  
Claims
 
16.16.1  
Without *** by any party, with effect from and *** having occurred pursuant to this Agreement, each party agrees that it shall *** (and it shall procure that *** shall)   *** , and each party *** (and it shall procure that ***), any and all *** (irrespective of whether they have been identified as at the date of this Agreement or not) relating, directly or indirectly, in any way to the *** of the parties or any other party to *** (as each of those italicised terms was defined in the Original Agreement).
 
16.16.2  
For the avoidance of doubt, prior to the Closings having occurred pursuant to this Agreement, neither the entry into of this Agreement nor anything in this Agreement shall prevent, restrict or otherwise hinder any party from *** of the type referred to in Clause 16.16.1 or in any way modify, reduce or otherwise affect:
 
 
(a)  
*** of any party arising from *** of any obligation under the Original Agreement, which *** related, directly or indirectly, in any way to the *** of the parties or any party to *** (as each of those italicised terms was defined in the Original Agreement); or
 
 
(b)  
the *** (including the amount of any ***) to which that party is entitled to seek in respect of any *** of the type referred to in Clause 16.16.1,
 
save that each party agrees that it shall *** (and it shall procure that *** of the type referred to in Clause 16.16.1 *** or, if all the *** referred to in Clause 4.1.1 have been *** (where capable of ***) by the ***, prior to the date falling *** immediately after the ***.
 
16.17  
Counterparts
 
This Agreement may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any party may enter into this Agreement by executing any such counterpart but this Agreement shall not be effective until each party has executed at least one counterpart.
 
16.18  
Governing Law and Submission to Jurisdiction
 
16.18.1  
The Transaction Documents, save as expressly provided otherwise therein, and any non-contractual obligations arising out of or in connection with such Transaction Documents shall be governed by and construed in accordance with English law.
 
16.18.2  
Each of the parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, which may arise out of or in connection with the Transaction Documents (save as expressly provided otherwise therein) and that accordingly any proceedings arising out of or in connection with such Transaction Documents shall be brought only in such courts. Each of the parties irrevocably submits and agrees to submit to the jurisdiction of such courts and waives (and agrees not to raise) any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum or on any other ground.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
101

 
 
In witness whereof this Agreement has been duly executed.
 

 
SIGNED by ………………….
on behalf of The Royal Bank of
Scotland plc:
}    

 
SIGNED by  ………………….
on behalf of National
Westminster Bank Plc:
}    


SIGNED by  ………………….
on behalf of National
Westminster Home Loans Limited:
}    
 
 
SIGNED by ………………….
on behalf of SANTANDER UK plc
(as Purchaser):
}    

 
102

 
 
Table of Contents
 
Contents
 
Page
1
Interpretation
2
2
Agreement to Sell the Businesses
31
3
Consideration
37
4
Conditions
39
5
Pre-Closing
46
6
Implementation and Separation planning
58
7
Closing
63
8
Post-Closing Adjustments
66
9
Post-Closing Obligations
67
10
Warranties
80
11
Limitation of Liability
82
12
Claims
87
13
Restrictions on business activities
92
14
Insurance
94
15
Confidentiality and Announcements
94
16
Other Provisions
96
 
 
 
103

 


Schedule 1
 
* * *
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
1

 
 
Schedule 2
 
* * *
 
 
 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
2

 
 
Schedule 3
 
* * *
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
3

 
 
Schedule 4
Intellectual Property
Part 1
 
1  
Transfer of Business Intellectual Property
 
1.1  
Clause 2.2.1 of this Agreement shall operate as an immediate assignment to the Purchaser, on the NatWest Closing, of all NatWest Business Intellectual Property which is not the subject of a registration or application for registration.
 
1.2  
RBS hereby grants, and shall procure the grant by each relevant member of the RBSG Group, to the Purchaser with effect from the RBS Wales Closing, a non-exclusive, non-assignable, royalty-free, perpetual   licence to use the RBS Business Intellectual Property in Wales, for the purpose of the RBS Wales Businesses.
 
1.3  
Clause 2.2.1 of this Agreement shall operate as an immediate assignment to the Purchaser, on the RBS England Closing, of all RBS Business Intellectual Property which is not the subject of a registration or application for registration.
 
1.4  
Any Business Intellectual Property (other than any domain name) which is registered or which is the subject of an application for registration shall be transferred to the Purchaser pursuant to a written assignment (including pursuant to paragraph 1.5 below).
 
1.5  
RBS shall procure that the registered trade marks identified below shall be transferred to the Purchaser at the NatWest Closing by means of Trade Mark Assignments in substantially the form set out in Part 5 of this Schedule 4.
 
Trade Mark
Description
Country
Owner
Application/ Registration No.
Status
Classes
W&G
Word
UK
RBSG
2525739
Registered
9, 16, 36
WILLIAMS & GLYN’S
Word
UK
RBSG
2525717
Registered
9, 16, 36
WILLIAMS & GLYN’S
Word
CTM
RBSG
8486871
Registered
9, 16, 36
 
1.6  
RBS shall procure that all domain names forming part of the Business Intellectual Property including those identified below shall be transferred to the Purchaser or its nominee at the NatWest Closing.
 
Domain Name
Registrant
williamsandglyn.co.uk
RBSG
williamsandglyn.com
RBSG
 
1.7  
Each party shall bear its own costs in relation to notarial, or legalisation, fees in respect of the transfer of any Business Intellectual Property.
 
 
4

 
 
Schedule 4
Intellectual Property
Part 2
Other IP Provisions
 
1  
With effect from the NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses, and the RBS England Closing in respect of the RBS England Businesses, the Purchaser shall cause each Business (as appropriate) to cease holding itself out, and procure that no member of the Purchaser’s Group holds itself out, as having any current affiliation with RBSG or any member of the RBSG Group, provided that the use by the Purchaser (or its permitted sub-licensees and assignees) of any of the RBS Trade Marks or NatWest Trade Marks in accordance with the Transitional Trade Mark Licences or any Product Name that remains subject to paragraph 5 of this Part 2 of Schedule 4 shall not, in itself, constitute a breach of this provision.
 
2  
At the NatWest Closing, RBS shall grant, or shall procure the grant of, the NatWest Transitional Trade Mark Licence to the Purchaser in the form set out in Part 3 of this Schedule 4. At the RBS Wales Closing, RBS shall grant, or shall procure the grant of, the RBS Transitional Trade Mark Licence to the Purchaser in the form set out in Part 4 of this Schedule 4.
 
3  
The Business Sellers hereby grant, and shall procure the grant by each relevant member of the RBSG Group (with effect from the NatWest Closing in respect of Intellectual Property relating to the NatWest Businesses, the RBS Wales Closing in respect of Intellectual Property relating to the RBS Wales Businesses and the RBS England Closing in respect of Intellectual Property relating to the RBS England Businesses) to the Purchaser a non-exclusive, non-assignable, royalty-free licence for so long as is reasonably required of any Intellectual Property (excluding: (a) any trade marks, service marks or trade names whether registered or unregistered; and (b) any information technology or software except to the extent that such information technology or software is used exclusively in relation to the Businesses) which is owned by the Business Sellers, or any other member of the RBSG Group, and used in the Businesses at or immediately prior to (a) the NatWest Closing in respect of Intellectual Property relating to the NatWest Businesses; (b) the RBS Wales Closing in respect of Intellectual Property relating to the RBS Wales Businesses; or (c) the RBS England Closing in respect of Intellectual Property relating to the RBS England Businesses, solely for the purpose of operating the retail, small medium enterprise and/or mid-corporate banking business (as applicable) of the Businesses. Save as provided in paragraph 4 of this Part 2 of Schedule 4, the Purchaser shall not otherwise sub-license any of the rights granted under this clause without the prior written consent of RBSG.
 
4  
The Purchaser may sub-license the rights granted under paragraph 3 of this Part 2 of Schedule 4 to members of the Purchaser’s Group for so long as they remain members of the Purchaser’s Group, subject to ensuring that:
 
4.1  
any sub-licensee shall be bound by and comply with all of the obligations and restrictions to which the Purchaser is subject under paragraph 3 of this Part 2 of Schedule 4 (except that the permitted sub-licensees shall not have the right to sub-license or assign their rights under the sub-licence to any third party); and
 
 
5

 
 
4.2  
the Purchaser shall inform the sub-licensee that RBSG as third party beneficiary of those obligations shall have the right to take enforcement action against the sub-licensee under the Contracts (Rights of Third Parties) Act 1999.
 
The Purchaser shall be responsible to RBSG for the acts and omissions of any permitted sub-licensees as if they were those of the Purchaser itself and shall at all times and at its own cost enforce compliance by such sub-licensees with the terms of this licence and any permitted sub-licence.
 
5  
The Business Sellers shall procure that no member of the RBSG Group shall, in any Relevant Capacity, for a period of two (2) years immediately following: (a) the NatWest Closing in respect of the NatWest Businesses; (b) the RBS Wales Closing in respect of the RBS Wales Businesses, or (c) the RBS England Closing in respect of the RBS England Businesses, in each case, object to or take any step or proceeding or make or assert any claim (whether by way of litigation or otherwise) in connection with or in relation to (either directly or indirectly) the use by the Purchaser, or any entity to which it grants a sub-licence under paragraph 4 of this Part 2 of Schedule 4, of any Product Name, including use of any such Product Name in conjunction with any rights granted to the Purchaser pursuant to the Transitional Trade Mark Licences, in each case provided that such use is in accordance with the terms and limited to the duration of the Transitional Trade Mark Licences.  Nothing in this paragraph 5 will affect the rights or obligations of the parties under either paragraphs 1, 3 or 4 of this Part 2 of Schedule 4 or the Transitional Trade Mark Licences.
 
 
Schedule 4
 
Part 3
 
* * *
 

 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
6

 
 
Schedule 1
NatWest Trade Marks
 

 
NATWEST
 
NATIONAL WESTMINSTER BANK
 
NATWEST HELPFUL BANKING
 
ANOTHER WAY
 
NATWEST ADAPT
 
ADAPT
 
NATWEST STEP ACCOUNT
 
ADVANTAGE BLUE
 
ADVANTAGE GOLD
 
ADVANTAGE PRIVATE
 
NATWEST WELCOME ACCOUNT
 
NATWEST NRI WELCOME
NATWEST FIRST RESERVE
 
NATWEST SPECIAL RESERVE
 
NATWEST REWARD RESERVE
 
PRIVATE NATWEST PRIVATE BANKING
 
NATWEST PRIVATE BANKING
 
ADVANTAGE RESERVE
 
ADVANTAGE PRIVATE
 
NATWEST DIAMOND RESERVE
 
NATWEST SAVINGS ACCELERATOR
NATWEST SAVINGS ACCELERATOR CARD
   
NatWest DIAMOND RESERVE
 
 
7

 

Schedule 4
Part 4

* * *


Schedule 1
RBS Trade Marks
 
RBS
 
THE ROYAL BANK OF SCOTLAND
 
THE ROYAL BANK OF SCOTLAND GROUP
 
MAKE IT HAPPEN
 
RBS HERE FOR YOU
 
THE ROYAL BANK OF SCOTLAND ROYALTIES
 
THE ROYAL BANK OF SCOTLAND ROYALTIES GOLD
 
THE ROYAL BANK OF SCOTLAND ROYALTIES PREMIER
 
RBS ROYALTIES
 
RBS ROYALTIES GOLD
 
RBS ROYALTIES PREMIER
GRADUATE ROYALTIES
STUDENT ROYALTIES
CASH CLUB
ROUTE 15
RAINBOW
RBS YOURBANK
RBS REVOLVE
REVOLVE
ROYALTIES
ROYALTIES GOLD
ROYALTIES PREMIER
   
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
8

 
 

 
Schedule 4
Intellectual Property
Part 5
Form of Trade Mark Assignment
 
This Deed of Assignment is made the [●] day of [●] between:
 
(1)  
[●] of [●] (“ Assignor ”); and
 
(2)  
[●] of [●] (“ Assignee ”).
 
Whereas :
 
(A)  
the Assignor is the [registered proprietor of the registered trade marks and] applicant for certain trade mark registrations described in the annex hereto (the “ Trade Marks ”); and
 
(B)  
the Assignor has agreed to assign the Trade Marks to the Assignee;
 
This Deed witnesses as follows.
 
1  
Assignment
 
The Assignor hereby assigns to the Assignee all right, title and interest in and to the Trade Marks together with all the goodwill represented by and associated with the Trade Marks, (but no other goodwill) including all rights, privileges and advantages thereto including, without limitation, the right to take proceedings and recover damages and obtain all other remedies in respect of past infringements thereof to hold unto the Assignee absolutely.
 
2  
Further Assurance
 
The Assignor agrees hereafter promptly to execute all such documents as the Assignee may reasonably request to give full effect to this Assignment and secure to the Assignee the full benefit of the rights assigned to the Assignee hereunder.
 
3  
Representations and warranties
 
The Assignor does not make, nor shall be deemed to have made to the Assignee, any express or implied representation or warranty with respect to any of the Trade Marks without prejudice to those set out in the amended and restated sale and purchase agreement entered into by, inter alia , (i) The Royal Bank of Scotland plc, (ii) National Westminster Bank plc; [(iii) the Assignor,] and (iv) the Assignee on [●] 2011.
 
 
9

 
 
4  
Law and Jurisdiction
 
4.1  
This Assignment and any non-contractual obligations arising out of it shall be governed by and construed in accordance with English law.
 
4.2  
Each of the parties irrevocably agrees that the courts of England are to have exclusive jurisdiction to settle any dispute, whether contractual or non-contractual, which may arise out of or in connection with this Assignment and that accordingly any proceedings arising out of or in connection with this Assignment shall be brought only in such courts. Each of the parties irrevocably submits and agrees to submit to the jurisdiction of such courts and waives (and agrees not to raise) any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum or on any other ground.
 

 
In witness whereof this Agreement has been duly executed.
 

 
SIGNED by [●]
on behalf of [ASSIGNOR]
 
     
     
     
SIGNED by [●]
on behalf of [ASSIGNEE]
 

 
 
 
 
 
 
 
 
10

 
 
Schedule 5
Contracts
 
Part 1
 
* * *
 

 

 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
11

 
 
Schedule 5
Contracts
Part 2
Shared Collateral
 
1  
Retain Retail Mortgages and Unsecured Client Agreements
 
1.1  
The Business Sellers and the Purchaser agree that following the date of this Agreement and in any event prior to the RBS Wales Closing Date (in respect of the RBS Wales Businesses), the RBS England Closing Date (in respect of the RBS England Businesses) and the NatWest Closing Date (in respect of the NatWest Businesses) they shall, each acting reasonably, agree a schedule (each, a " Shared Security Schedule ") of all mortgages (for the avoidance of doubt, in the sense of a security interest), granted in relation to, or which are otherwise capable of being applied in satisfaction of, liabilities owed by any Retail Customer or SME Customer both:
 
 
1.1.1  
under any Client Agreement(s); and
 
 
1.1.2  
in relation to any retail banking business of RBS or NatWest which is an Excluded Business in respect of a mortgage product (together, the “ Retain Business ”, and such liabilities, the “ Retain Liabilities ”),
 
(other than any such mortgage granted in respect of a Transferring Mortgage Product or a Relevant Excluded Mortgage) in each case as at immediately prior to RBS Wales Closing, RBS England Closing or NatWest Closing, as applicable (each such mortgage, a “ Retain Retail Mortgage ”).
 
For the avoidance of doubt, the rights identified in the Shared Security Schedule in respect of Securitised Mortgages and the indemnity from the Business Sellers in respect of Unsecured Client Agreements in relation to Securitised Mortgages under paragraph 2 shall be limited to those security rights (if any) that the relevant Business Seller has the benefit of under the Securitised Mortgages and the terms of the relevant securitisation or covered bond programme from time to time.
 
1.2  
For the purposes of paragraph 1.1:
 
“Relevant Excluded Mortgage” means any Excluded Mortgage other than a Securitised   Mortgage; and
 
Transferring Mortgage Product ” means any mortgage product held by a Customer which is a Product.
 
1.3  
The Business Sellers and the Purchaser agree that:
 
 
1.3.1  
the Retain Retail Mortgages shall not be transferred to the Purchaser at the RBS Wales Closing Date, RBS England Closing or the NatWest Closing Date (as applicable); and
 
 
1.3.2  
save as provided in this Part 2 of Schedule 5, with effect from RBS Wales Closing, RBS England Closing or NatWest Closing (as applicable), the Purchaser shall not be entitled to recourse to or the benefit of any Retain Retail Mortgage which has been identified and agreed in the relevant Shared Security Schedule in relation to a Client Agreement which has been, or is pursuant to the terms of this Agreement
 
 
12

 
 
and the Transaction Documents to be, transferred to the Purchaser (each, an “ Unsecured Client Agreement ").
 
1.4  
The Business Sellers agree that, from the date of the Original Agreement until the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses), and the RBS England Closing Date (in respect of the RBS England Businesses), they shall carry on the relevant Retain Business (or, as the case may be, shall procure that such Retain Business is carried on by the relevant member of the RBSG Group) with respect to each Retain Retail Mortgage, including but without limitation to any enforcement or proposed enforcement action, in a manner consistent in all material respects with policies and procedures applicable, at the relevant time, in relation to the relevant Business Seller’s (or, as the case may be, relevant member of the RBSG Group’s) in relation to its business in the United Kingdom (including the Retain Business) and based upon similar facts and circumstances and of a similar type or nature.
 
2.         ***
 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
13

 
 
Schedule 5
Contracts
Part 3
 
1  
Lombard Transfer Security
 
1.1  
The Business Sellers and the Purchaser agree that following the date of the Original Agreement and in any event prior to the RBS Wales Closing Date (in respect of the RBS Wales Businesses), the RBS England Closing Date (in respect of the RBS England Businesses) and the NatWest Closing Date (in respect of the NatWest Businesses) they shall, each acting reasonably, agree a schedule (each, a " Lombard Security Schedule ") of all Loan Guarantees/Security (other than Excluded Mortgages) which are capable of being applied in satisfaction of liabilities owed by any SME Customer or Mid-Corporate Customer both:
 
 
1.1.1  
under any Client Agreement(s) ; and
 
 
1.1.2  
otherwise, to any business of RBS or NatWest which is a business (including asset finance business) carried on under the "Lombard" name or brand (other than in connection with any loans from Lombard Direct Loans) (together, the " Lombard Business ", and such liabilities, the " Lombard Liabilities "),
 
in each case as at immediately prior to RBS Wales Closing, RBS England Closing or NatWest Closing, as applicable, and setting out the documented principal amount and maturity of such Lombard Liabilities as at such time (each such Loan Guarantee/Security, a " Lombard Transfer Security ", and such Lombard Liabilities, the " Relevant Lombard Liabilities ").
 
1.2  
The Business Sellers and the Purchaser agree that:
 
 
1.2.1  
without prejudice to any other term of this Agreement or the Transaction Documents) the Lombard Transfer Security shall be transferred to the Purchaser at the RBS Wales Closing Date, RBS England Closing Date or the NatWest Closing Date (as applicable) in accordance with the terms of this Agreement and the Transaction Documents; and
 
 
1.2.2  
save as provided in this Part 3 of Schedule 5, with effect from RBS Wales Closing, RBS England Closing or NatWest Closing (as applicable), the Business Sellers shall not be entitled to recourse to or the benefit of any Lombard Transfer Security.
 
1.3  
The Business Sellers agree that, from the date of the Original Agreement until the NatWest Closing Date (in respect of the NatWest Businesses), RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses):
 
 
1.3.1  
they shall carry on the Lombard Business (or, as the case may be, shall procure that the Lombard Business is carried on by the relevant member of the RBSG Group) with respect to each Lombard Transfer Security and the Lombard Liabilities, including but without limitation to any enforcement or proposed enforcement action, in a manner consistent in all material respects with policies and procedures applicable, at the relevant time, in relation to the relevant Business
 
 
14

 
 
Seller’s (or, as the case may be, relevant member of the RBSG Group’s) business in the United Kingdom (including the Retain Business) and based upon similar facts and circumstances and of a similar type or nature; and
 
 
1.3.2  
they shall not, and shall procure that no other member of the RBSG Group shall, enter into any agreement or arrangement as a result of which Relevant Lombard Liabilities would be incurred and outstanding as at the Relevant Closing Date by any SME Customers or Mid-Corporate Customers, in each case in addition to those advised to the Purchaser by the Business Sellers for the purposes of this Part 3 of Schedule 5 in connection with the execution of this Agreement. For the avoidance of doubt (but subject to paragraph 1.3.1), this paragraph 1.3.2 shall not restrict the incurrence of Lombard Liabilities which would not constitute Relevant Lombard Liabilities.
 
2. 
***
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
15

 
 
Schedule 6
Employees
 
1  
Transfer Provisions
 
1.1  
The parties acknowledge that the Transfer Provisions will apply in respect of the Relevant Employees as a result of the transfer of the Businesses and the Business Assets contemplated by this Agreement. Consequently, the employment of each Relevant Employee (except in relation to any provisions of any occupational pension scheme which relate to benefits for old age, invalidity or survivors in accordance with Regulation 10 of TUPE and the equivalent provisions of the Transfer Provisions) and any collective agreement relating to any such Relevant Employee shall have effect from the Relevant Closing Date as if originally entered into between the Purchaser and such Relevant Employee and/or any relevant trade union.
 
1.2  
For the purposes of this Schedule 6:
 
 
1.2.1  
reference to the Closing Date means the NatWest Closing Date in relation to the NatWest Relevant Employees, the RBS Wales Closing Date in relation to the RBS Wales Relevant Employees, and the RBS England Closing Date in relation to all other Relevant Employees; and
 
 
1.2.2  
references to Relevant Employees means the NatWest Relevant Employees in relation to the NatWest Closing Date, the RBS Wales Relevant Employees in relation to the RBS Wales Closing Date and the Relevant Employees excluding the NatWest Relevant Employees and the RBS Wales Relevant Employees in relation to the RBS England Closing Date.
 
The provisions of this Schedule 6 shall be interpreted accordingly.
 
1.3  
Subject to paragraphs 1.4, 2.7, 3 and 9 below, the Business Sellers shall be responsible for and will discharge all wages, salaries, bonuses, emoluments, and other outgoings (and Taxation thereon) in respect of the Relevant Employees which fall due to be paid prior to the Closing Date, or which relate to the period prior to, or on the Closing Date, and to the extent such liabilities have not been discharged prior to the Closing Date, the Business Sellers shall remain liable for such amounts (provided always that the Business Sellers’ liability in respect of bonuses other than the retention payment referred to in paragraph 7, shall not exceed the amount accrued in respect thereof in the Closing Statement to the Closing Date). The Purchaser shall be responsible for and will discharge all such obligations in respect of the Relevant Employees which fall due to be paid thereafter to the extent they relate to the period after Closing. All necessary apportionments shall be made to give effect to this paragraph 1.3.
 
1.4  
Notwithstanding any other provisions of this Schedule:
 
 
1.4.1   
subject to 1.4.2 below, the Purchaser shall be responsible for discharging any accrued holiday entitlement in respect of any Relevant Employee which has not been discharged prior to the Closing Date and will indemnify and keep indemnified (on an after-Tax basis) the Business Sellers and any relevant employer(s) of the Relevant Employees prior to the Closing Date against any Losses arising as a result thereof or in connection therewith;
 
 
1.4.2  
where any Relevant Employee has, at the Closing Date, in excess of 21 hours' accrued holiday under the RBS Holiday Banking Scheme the Business Sellers
 
 
16

 
 
shall bear the cost of that excess accrued holiday (and any associated employer’s national insurance contributions) which shall be included in the Closing Statements as a liability. For this purpose, the Business Sellers' liability shall be calculated on the basis that for each employee an hour's pay is determined by dividing the employee's annual ValueAccount (less pension benefit funding) by the number of hours the employee is contracted to work per annum taking into account the extent to which the Purchaser secures Relief which is referable to such accrued holiday entitlement excluding for the avoidance of doubt any Relief arising from costs incurred by the Purchaser and not ultimately borne by the Business Sellers as described herein.
 
1.5  
In accordance with its obligations under the Transfer Provisions, the Purchaser shall provide the Business Sellers in writing with such information and at such time as will enable the relevant employer(s) of the Relevant Employees to carry out its/their information and consultation duties under the Transfer Provisions. The Purchaser shall provide such assistance as the Business Sellers may reasonably request from time to time.
 
1.6  
The parties acknowledge that for the purposes of regulation 12 of TUPE, regulation 11 of TUPE has been complied with by the Business Sellers (and any other relevant employer of the Relevant Employees prior to Closing) by the process of disclosure against the warranties in paragraph 6 of Schedule 14.
 
1.7  
The Purchaser acknowledges that its remedies for breach of the warranties in this Agreement provide adequate recourse in respect of any failure to provide Employee Liability Information (within the meaning of regulation 11 of TUPE) in all the circumstances and that it would not be just and equitable to pursue any future claim in respect of Employee Liability Information in the employment tribunal or in the Employment Appeal Tribunal and accordingly undertakes not to bring such a claim against any of the Business Sellers or against any relevant employer(s) of the Relevant Employees.
 
2  
* * *
 
3  
Deferred Awards
 
Following signing of the Original Agreement, RBS and the Purchaser will implement the principles set out in paragraphs 3.1 to 3.8 below. If the remuneration committee of the board of directors of RBSG or any third party refuses to give its approval to the implementation of these principles, RBS will be deemed not to be in breach of this paragraph 3, provided that it has used its reasonable endeavours to obtain such approval.
 
The parties recognise that the overall cost to RBS should not be materially more than would have been the cost to it of satisfying Awards under the Deferral Plans but for this paragraph 3.
 
If the proposals are not implemented, paragraph 3.9 will apply.
 
3.1  
Following Closing, the Business Sellers will pay to the Purchaser, by way of an adjustment to the Purchase Price , an amount, for each Award under the Deferral Plans granted to a
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
17

 
 
Relevant Employee whose employment has transferred to a member of the Purchaser’s Group and which has not been satisfied at Closing (a ‘ Transferring Award ’), equal to the total of:
 
 
3.1.1  
the Market Value at Closing of the number of RBSG Shares; and
 
 
3.1.2  
for Transferring Awards which include the right to receive a dividend equivalent, the amount of any dividends paid before Closing on the number of RBSG Shares;
 
 
3.1.3  
the face value of the number of RBSG Bonds plus any interest accrued to Closing;
 
in respect of which Transferring Awards have not Vested as at Closing (the “ Transfer Value ”) plus an amount equal to the percentage of the Transfer Value equal to the rate at which employer national insurance contributions are payable on Closing.
 
3.2  
RBS will amend the terms of each Transferring Award as follows, with effect from Closing:
 
 
3.2.1  
Where the Award is over RBSG Shares, the Participant will be entitled, on Vesting, to:
 
 
(i)  
that number of shares in Banco Santander S.A., or such member of its group as the Purchaser and the Business Sellers agree, which has a Market Value on Closing equal to that of the number of RBSG Shares subject to the Award, instead of RBSG Shares; and,
 
 
(ii)  
if the Transferring Award includes a right to receive dividend equivalents, an amount in cash or shares in the relevant member of the Purchaser’s Group linked to dividends paid before Closing on the relevant number of RBSG Shares and, after Closing, on the relevant number of  shares in the relevant member of the Purchaser’s Group.
 
 
3.2.2  
Where the Award is over RBS Bonds, the Participant will be entitled, on Vesting, to a cash amount equal to the face value of the RBS Bonds subject to the Award plus any notional interest accrued to the date of Vesting, instead of RBS Bonds.
 
 
3.2.3  
Any provisions on ceasing to be an employee will continue to apply but by reference to cessation of employment with the Purchaser or a member of its Group, rather than RBSG.
 
 
3.2.4  
The provisions on Competitive and Detrimental Activity under the RBS 2010 Deferral Plan will apply to any activity which is competitive with or detrimental to either party and any decision in relation to activity competitive or detrimental to a party will be made by that party and, once notified, binding on the other provided that these provisions will not apply to activities undertaken by the Relevant Employees in the course of their normal duties with the Purchaser.
 
 
3.2.5  
References to a competitor in the rules or any restrictive covenant will be treated as references to any competitor of RBS or the Purchaser (or any member of their Groups) but RBS shall be regarded as a competitor of the Purchaser.
 
 
3.2.6  
The provisions on review and reduction of Vesting of Deferred Awards in the Deferral Plans will continue to apply but either party may initiate and make decisions under such a review only in light of:
 
 
(i)  
performance of that party or any member of its Group or any of its business areas or teams; and
 
 
18

 
 
 
(ii)  
the conduct, capability or performance of the Participant while an employee of a member of the party’s Group.
 
 
(iii)  
The party initiating a review will notify the other of the outcome and the other will, where relevant, give effect to it.
 
 
3.2.7  
The amendment powers in the rules may be exercised, in relation to any Transferring Awards, by the Purchaser but, if the amendment would adversely affect the holder of the Transferring Award or any member of the RBSG Group, the amendment may only be made with the consent of RBS, such consent not to be unreasonably withheld. For these purposes, anything which reduces the scope of the provisions on review or reduction of Vesting or Deferred Awards or the provisions on Competitive or Detrimental Activity or the terms of any restrictive covenant as they relate to the RBSG Group will be treated as adversely affecting a member of the RBSG Group.
 
 
3.2.8  
Except as set out above, references to RBSG in the terms of the Transferring Awards will be treated as references to the Purchaser.
 
 
3.2.9  
The terms of the Award (e.g. as to the date of Vesting) shall otherwise remain the same.
 
3.3  
The Purchaser will satisfy all Transferring Awards as and when they fall due.
 
3.4  
To the extent that a Transferring Award lapses, the Purchaser will pay to RBS, by way of an adjustment to the Purchase Price, the amount determined under paragraph 3.1 in respect of the Transferring Award.
 
3.5  
The Purchaser will indemnify RBS and all members of its Group, on an after-Tax Basis, against any liability they may incur as a result of any claim by a participant or former participant in any of the Deferral Plans related to the changes to the terms of his participation contemplated by this paragraph 3.5. Any payments pursuant to such indemnity will be made by way of an adjustment to the Purchase Price, and such indemnity will cover the reasonable costs of defending any such claim and conduct of such claims shall be on such basis as the parties shall agree.
 
3.6  
Where a member of the RBS Group has made a loan to a Participant in connection with a Transferring Award and that loan is outstanding at Closing and RBS has notified the Purchaser in writing of the existence and terms of that loan before Closing, the Purchaser will, when the loan becomes repayable, pay to or to the order of RBS an amount equal to the lesser of the amount of the advance (including any outstanding interest) and the Market Value on that date of the  shares in the relevant member of the Purchaser’s Group in respect of which the Transferring Award Vests or the amount of cash payable on Vesting.  Such amount will be treated for tax purposes as a direct repayment of the loan previously made to a Participant.
 
3.7  
Any awards made after the date of the Original Agreement but before Closing under the Deferral Plans will include terms similar to those contemplated by this paragraph and, on and after Closing, payments will be made in respect of those awards on the basis described in this paragraph 3.7 and the Purchaser will satisfy such awards as and when they fall due.
 
3.8  
The parties will work together to optimise the tax and accounting treatment of the proposals and to determine the detailed terms of the amendments and indemnities.
 
 
19

 
 
3.9  
If the proposals described above have not been implemented on Closing, the Business Sellers shall discharge all obligations to deliver securities or cash in accordance with Transferring Awards as and when such obligations fall to be discharged in accordance with the rules of those plans (including any obligations which fall to be discharged after the Closing Date).
 
4  
Employee Loans
 
In the event that any Relevant Employee has a loan or other banking facility or arrangement which is a Product and which is on a Transferring Sort Code, that Product will be transferred to the Purchaser in accordance with the terms of this Agreement. Any other loans, facilities and arrangements made available to a Relevant Employee by a Business Seller or any relevant employer(s) of the Relevant Employees prior to the Closing Date will be subject to the Business Sellers' normal leaver terms for such loans, facilities and arrangements unless the parties to this Agreement determine otherwise before the Closing Date. The Business Sellers shall include details of any such loans on any P11Ds which it prepares in respect of the Relevant Employees for the tax year 2012/2013 save that, if the Business Sellers or relevant employer of the Relevant Employees prior to the Closing Date is not permitted by law to prepare P11D forms on behalf of the Relevant Employees after the Closing Date, it will provide such information (and at such time) as may reasonably be required by the Purchaser for the purposes of preparing the P11Ds.
 
5  
Assignment of Relevant Employees
 
The Business Sellers will use reasonable endeavours to ensure that all Relevant Employees are wholly or mainly assigned  to a Business by the Closing Date.
 
6  
Information on Employees
 
6.1  
The Business Sellers shall use reasonable endeavours to provide the Purchaser with any contracts of employment for Senior Employees which were not provided to the Purchaser prior to the date of the Original Agreement (or additional contractual documentation in relation to any contracts which were provided prior to the date of the Original Agreement), such contracts and additional documentation to be provided within two weeks of the date of the Original Agreement.
 
6.2  
Not less than four weeks from the date of the Original Agreement the Business Sellers shall provide the Purchaser with a list of employees seconded to the Businesses from any other member of the RBSG Grouping along with details of their location and job function.
 
6.3  
After the date of the Original Agreement the Purchaser may request a list of the Current Employees and such of the Further Allocated Employees who are identified at the date the list is prepared. The Business Sellers will use reasonable endeavours to provide the list within two weeks of such request provided always that the frequency of such requests is not regarded by the Business Sellers as being unreasonable.
 
6.4  
Not less than four weeks before the Closing Date the Business Sellers shall provide the Purchaser with:
 
 
6.4.1  
a list of the total number of Relevant Employees;
 
 
6.4.2  
the salary and ValueAccount funding, (or, if requested by the Purchaser, a breakdown of elections under RBSelect), period of continuous employment, location and grade of each Relevant Employee; and
 
 
20

 
 
 
6.4.3  
a schedule showing any outstanding loans made to Relevant Employees in relation to the 2009 Deferral Plan;
 
which list shall be further updated by the Business Sellers as near as practicable to the Closing Date.
 
7   
* * *
 
8   
* * *
 
9   
* * *
 
9.1   
* * *
 
9.2  
* * *
 
9.3  
After the date of this Agreement the parties will work together to establish the Purchaser’s staffing requirements in relation to the Wavertree Personnel and will negotiate in good faith to agree any consequent amendments to paragraph 9.2, provided always that any such amendments do not significantly increase the Business Sellers’ costs in providing Wavertree as a segregated site.
 
9.4  
Subject to paragraph 9.6 below, to the extent that the Business Sellers retain any of the *** the Business Sellers will bear the costs of retraining such employees. In addition, the Business Sellers will bear the costs of recruiting and retraining any replacements for the *** provided that the numbers of such employees or any replacement employees or workers shall not be required to exceed *** FTEs at the RBS England Closing Date. In addition to such retention and replacement of the ***, the Business Sellers will recruit such further employees, agency workers or contractors as, after normal course of business attrition, leave *** FTEs immediately prior to the RBS England Closing Date working as telephony advisors or agents at ***.  The Purchaser will indemnify the Business Sellers and keep each of them indemnified (on an after-Tax basis) for all reasonable costs and expenses incurred by any member of the RBSG Group in recruiting the ***. Any  recruitment referred to in this paragraph will be undertaken pursuant to a recruitment strategy to be agreed between the Parties acting reasonably and in good faith that, for the ***, balances: i) the Purchaser’s desire for all *** to be recruited, employed and adequately trained well in advance of the RBS England Closing Date; and ii) the practical limitations on the Business Sellers to actually recruit, employ and train such numbers of employees, contractors and agency workers in any particular time period.
 
9.5  
The Purchaser will indemnify the Business Sellers and keep each of them indemnified (on an after-Tax basis) in respect of the costs of training the *** to the standards and specifications reasonably required by the Purchaser.
 
9.6  
For the avoidance of doubt, any training of the Wavertree Personnel (including the Wavertree Employees and/or any replacements) in relation to the Purchaser’s systems, processes, policies and procedures will be in accordance with clause 6.12 of this Agreement and any associated provisions in paragraph 7, Part B of Schedule 23
 
9.7  
Notwithstanding the provisions of clause 5.1.2(xvii) of this Agreement, if the Purchaser (or any member of the Purchaser’s Group) requests or directs that the employment or
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
21

 
 
engagement of a *** is terminated (whether before or after the RBS England Closing Date), the Purchaser will indemnify the Business Sellers and keep each of them indemnified (on an after-Tax basis) in respect of any Losses or Liabilities incurred by the Business Sellers in connection with such termination provided it is carried out in all material respects in accordance with RBSG Group’s standard procedures and practices at the relevant time.
 
9.8  
The Purchaser will indemnify the Business Sellers and keep each of them indemnified (on an after-Tax basis) for all reasonable costs and expenses incurred by the Business Sellers in employing or engaging the *** from *** until the RBS England Closing Date. Such costs and expenses will include but not limited to all remuneration and benefits (including pensions benefits) and related social security contributions, fees paid to contractors (whether directly or indirectly and including any VAT thereon), agency fees and all other costs and expenses which are reasonably incidental to the employment or engagement of such *** but, subject to the procedural requirements of paragraph 9.7 above, will exclude any Losses or Liabilities incurred by the Business Sellers in connection with the employment or termination of employment of any ***as a result of any claims made against any member of the RBSG Group in connection with the fault of any such company..
 
9.9  
Clause 5.1.2 (xvi) will not apply to the Wavertree Personnel to the extent that it is inconsistent with the provisions of this paragraph 9.
 
9.10  
The Wavertree Personnel who are RBSG Group employees will (for the avoidance of doubt) be Relevant Employees for the purposes of this Agreement
 
9.11  
The contracts pursuant to which any Wavertree Personnel who are not Relevant Employees are engaged by any member of the RBSG Group shall be Contracts for the purposes of this Agreement.
 
10  
Definitions
 
In this Schedule 6:
 
Transfer Provisions ” means TUPE, together with the “Acquired Rights Directive”, Directive 2001/23/EC, as amended or replaced from time to time;
 
TUPE ” means the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended or replaced from time to time;
 
***
 
***
 
Wavertree Personnel ” means the employees of RBSG Group who are, immediately prior to the RBS England Closing Date, allocated to work at Wavertree and the contract or agency workers engaged by or on behalf of RBSG Group to work at Wavertree prior to the RBS England Closing Date being workers  who are employed or engaged in telephony advisor, agent and care roles along with associated supervision and management roles;“ 2009 Deferral Plan ” means the RBSG Group Deferral Plan 2009 pursuant to which certain of the Relevant Employees were made bonus awards in respect of the year ending 31 December 2008; and
 
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
22

 
 
 
2010 Deferral Plan ” means the RBSG Group Deferral Plan 2010 pursuant to which certain of the Relevant Employees were made bonus awards in respect of the year ending 31 December 2009.
 
 
23

 
 
Schedule 7
Pensions
 
1  
The Business Sellers shall procure that the Relevant Employees shall cease to accrue benefits under the Group Retirement Benefit Arrangements on and from the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses) and the Business Sellers shall continue to be responsible to fund benefits accrued or contributions that become due prior to the Relevant Closing Date.
 
2  
The Purchaser shall procure that each Relevant Employee shall be provided with pension benefits (including death benefits) in respect of service on and from the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) and the RBS England Closing Date (in respect of the RBS England Businesses) on a basis that complies with the requirements of the Pensions Act 2004 or any other applicable local law or regulation.
 
3  
Indemnity
 
3.1  
In this paragraph:
 
Transferred Rights ” mean any provision of the Group Retirement Benefit Arrangements which does not relate to old age, survivors or invalidity and which transfers to the Purchaser’s Group at the NatWest Closing Date (in respect of the NatWest Businesses), the RBS Wales Closing Date (in respect of the RBS Wales Businesses) or the RBS England Closing Date (in respect of the RBS England Businesses) as the case may be, pursuant to the requirements of the Acquired Rights Directive (77/187/EEC) and/or the Transfer of Undertaking (Protection of Employment) Regulations 2006.
 
3.2  
Subject to clause 11.11 (Mitigation of Losses) of this Agreement and paragraph 3.3 and 3.4 below, the Business Sellers shall indemnify the Purchaser’s Group for 50% of the Losses and Liabilities the Purchaser’s Group may incur or sustain arising out of or in connection with any claim or potential claim of a Relevant Employee in respect of Transferred Rights under the Group Retirement Benefit Arrangements.
 
3.3  
The indemnity in paragraph 3.2 shall apply where:
 
 
3.3.1  
any member of the Purchaser’s Group the Business Sellers of any claim or potential claim of a Relevant Employee in respect of Transferred Rights under the Group Retirement Benefit Arrangements within 10 years of the NatWest Closing Date (in respect of the NatWest Businesses), within 10 years of the RBS Wales Closing Date (in respect of the RBS Wales Businesses) or within 10 years of the RBS England Closing Date (in respect of the RBS England Businesses); and
 
 
3.3.2  
the Losses and Liabilities (i) arise by reason of a decision of a court or employment Tribunal of England and Wales in respect of a particular Relevant Employee (ii) would arise in the reasonable opinion of a senior counsel specialising in pensions law (jointly instructed by the Purchaser's Group and the Business Sellers) if such claim were to be decided by a court or employment tribunal of England and Wales , or (iii) arise otherwise as agreed between the Purchaser’s Group and the Business Sellers.
 
 
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Schedule 8
Part A
Transitional Services
 
Capitalised terms used in this Schedule 8 which are not defined in the Agreement shall have the meanings given in the Transitional Services Agreement.
 
1  
The Business Sellers and the Purchaser agree that the Transitional Services Agreement shall be entered into at NatWest Closing in the Agreed Terms.
 
2  
The parties shall complete the schedules to the Transitional Services Agreement prior to NatWest Closing, which shall include undertaking the following steps:
 
2.1   
identifying services (whether such services are an addition to, or a refinement of, the services listed in the Agreed Terms of the Transitional Services Agreement), with a reasonably detailed description of such services, that were provided to the Businesses by the RBSG Group, or by a third party (either directly or indirectly via a contract with a member of the RBSG Group) at any time during the 12 month period prior to Closing and which are reasonably required by the Business after Closing, and which shall be provided under the Transitional Services Agreement. To the extent such services are not referred to in Annex 1 to Part B of this Schedule 8, the introduction of such services shall be subject to the principles set out in Part B of this Schedule 8;
 
2.2  
documenting the standard, scope and manner in which the Transitional Services shall be provided in accordance with any principles for provision of Transitional Services under the Transitional Services Agreement and Part B of this Schedule 8;
 
2.3  
agreeing, in conjunction with developing the Separation Plan, the period of which each Transitional Service will be provided, provided that the parties agree that the Service Term for a Transitional Service shall not exceed 15 months in each case from the RBS England Closing;
 
2.4  
agreeing the charges for providing each Transitional Service in accordance with the principles set out in Part B of this Schedule 8; and
 
2.5  
documenting the details of the dependencies of the Provider in order to provide the Transitional Services in accordance with the Transitional Services Agreement.
 
3  
The parties agree that the provisions of clauses 3.1 and 3.2 (Third Party Consents) of the Transitional Services Agreement shall take effect from the date of the Original Agreement.
 
4  
At the NatWest Closing, the parties shall enter into a data processing agreement to address the processing of Purchaser data (including Mid-Corporate and Complex SME Customer data) by the Business Sellers during the term of the TSA.
 
5  
The parties agree that during the term of, and pursuant to the terms of, the Transitional Services Agreement, the Business Sellers shall provide to the Purchaser output from the Business Sellers’ "probability of default" Mid Market Model (including updated output whenever such model is revised for new credit information in accordance with the terms of the Transitional Services Agreement) in respect of the Complex SME and Mid-Corporate Customers  (but shall not provide direct use of or access to the model itself).  Such output will be provided to the Purchaser on a non-reliance basis such that (save where the loss arises as a result of any fraud or wilful misconduct of a Business Seller or any of its
 
 
25

 
 
employees) the Purchaser shall have no recourse to the Business Sellers in connection with the Purchaser’s use of such information.

 
26

 
 
Schedule 8
Part B
Non-TSA Principles / Additional TSA Principles
 
Any term used in this Part B of Schedule 8 but not defined in Clause 1.1 of this Agreement shall have the meaning given to it in the Agreed Terms TSA.
 
1  
Non-TSA Services - principles and charges
 
1.1  
Any services relating to the products set out in Annex 2 to this Part B of Schedule 8 ( “Excluded TSA Products” ) will not form part of the TSA Services.  Those services  will fall into two groups:
 
 
1.1.1  
services to be provided by the Purchaser in-house; and
 
 
1.1.2  
services to be provided by RBS under a separate commercial agreement with the Purchaser (“ Non-TSA Services ”) which follows the principles set out below.
 
Annex 2 clearly identifies the services which fall into category (a) and (b) above, respectively.
 
1.2  
Service principles for Non-TSA Services:
 
 
1.2.1  
The Customer service experience shall remain consistent with the Customer experience immediately prior to a Relevant Closing;
 
 
1.2.2  
The information provided to Customers and the channels used by Customers today shall remain unchanged unless agreed to by the relevant Customer;
 
 
1.2.3  
There shall be a service level based upon existing standards of service for each of the commercial agreements which will formalise and demonstrate that today’s service standards are maintained and this will be managed and controlled as part of the agreed governance model. The service level should be benchmarked and matched with the market periodically where feasible and if currently benchmarked by the Business Sellers;
 
 
1.2.4  
The Purchaser will provide indemnity protection to RBS in relation to (i) settlement risk and (b) breach of law or regulation (including AML and KYC regulations), committed by the Purchaser in connection with the provision of Non-TSA Services 1 . RBS will provide indemnity protection to the Purchaser in relation to  breach of law or regulation (including AML regulations) committed by RBS in connection with the provision of Non-TSA Services;
 
 
1.2.5  
* * *
 
 
1.2.6  
* * *
 
1.3  
An agreement for the Non-TSA Services will be signed at the same time as the TSA.
 
2  
Scope of TSA Services
 
 
1 The issues referenced are illustrative only. RBS and the Purchaser will need to discuss appropriate contractual protection in greater detail at the time  of documentation of the commercial agreements.
 
***

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
27

 
 
2.1  
TSA Service Scope
 
The TSA Services will consist of:
 
 
(a) 
all Services identified in Annex 1 to this Part B of Schedule 8; and
 
 
(b)
subject to paragraph 3.2 of this Part B of Schedule 8, any other services which, as at the date of this Agreement or between the date of this Agreement and a relevant Closing, were provided by RBS to all or some of the Businesses in respect of Wave 2 Customers and which are requested by Purchaser to be included in the TSA; and
 
 
(c)
subject to paragraph 3.2 of this Part B of Schedule 8, any services added following the Commencement Date in accordance with the provisions of Schedule 2 of the Agreed Terms TSA,
 
but excluding the services for Excluded TSA Products referred to in paragraph 1.1 above.
 
2.2  
General TSA principles
 
 
2.2.1  
Customers will have the services and business continuity without disruption in their activity.
 
 
2.2.2  
Services and Products for the Customers have been identified (refer to paragraph 2.1 above for scope of TSA Services).
 
 
2.2.3  
Products and services changes due to Customer transfers or any other business reason are assumed will be managed through harmonization.
 
 
2.2.4  
If any existing service not currently in scope is requested by a Rainbow customer, between now and completion of the TSA, both parties will review and consider a pragmatic and reasonable solution (manual, agency, etc.) to the specific request.
 
 
2.2.5  
The TSA will include a framework that covers all Services and Products (refer to paragraph 2.1 above for scope of TSA Services) to be managed with full detail down to the process level.
 
 
2.2.6  
The following points will be considered:
 
 
(i)  
Description of the scope of each one of the services (refer to paragraph 2.1 above for scope of TSA Services):
 
 
(a)  
the communication channels between the Purchaser and RBS for the provision of each one of these services;
 
 
(b)  
the service categories; and
 
 
(c)  
the service offering schedule.
 
 
(ii)  
Products to service Corporate & Commercial Customers; and
 
 
(iii)  
requirements for the different functional domains for the Purchaser under the TSA.
 
3  
TSA Pricing
 
3.1  
TSA Set-up Costs
 
 
28

 
 
The Purchaser will pay a fee of ** * for services required to set up the TSA Services listed in Annex 1 to this Part B of Schedule 8. Additional set up costs will be incurred for:
 
 
3.1.1  
any TSA Services added to the TSA between the date of this Agreement and a Relevant Closing, save where such services were being provided to the Business at any time in the 12 months prior to the Relevant Closing; and
 
 
3.1.2  
any other TSA Services added to the TSA after a Relevant Closing pursuant to clause 2.1.2 of the Agreed Terms TSA, save where such services  were being provided to the Business in the 12 months prior to the Relevant Closing.
 
Any such subsequent set up costs shall be for the account of the Purchaser.
 
The set up costs (other than any costs associated with the addition of services pursuant to clause 2.1.2 of the Agreed Terms TSA) are payable on NatWest Closing upon receipt by the Purchaser of a valid and itemised invoice in respect thereof. For the avoidance of doubt, no additional set up costs will be payable by the Purchaser in the event that TSA Services are added to the TSA following the date of this Agreement which were being provided to the Business at any time in the 12 month period prior to the Relevant Closing.
 
3.2  
TSA Running Cost
 
The fees for all TSA Services shall be payable quarterly in arrears, will reflect the actual cost to RBSG Group of providing the TSA Services and be reduced pro rata as and when Customers migrate to the Purchaser. The fees do not include the direct cost of the Transferring Relevant Employees (see point 7 below). * * *
 
RBS is able to *** the annualised price for TSA running costs at *** based on the following assumptions: (i) relevant historical volumes; and (ii) the scope of Services identified in Annex 1 to this Part B of Schedule 8. For the avoidance of doubt, notwithstanding the fact that the ***, Purchaser will only be charged for the TSA Services it requires.  If the volume of TSA Services that the Purchaser requires reduces, and this results in a reduction in the actual costs to RBS of providing those services, then that reduction will be passed on to the Purchaser on a pro-rata basis.
 
However, if (i) Service volumes under the TSA increase by more than 10% above the assumptions used to calculate such ***, or (ii) the Purchaser requests additional services not identified in Annex 1 to this Part B of Schedule 8 (save where such services were being provided to the Business at any time in the 12 months prior to the Relevant Closing), then RBS will have the ability to charge the Purchaser for the extra Services at cost.
 
Notwithstanding the above, and unless the Joint Implementation Committee determines that RBS has not acted in good faith, the TSA running costs shall be increased in accordance with the provisions of clause 4.1.4 - 4.1.6 of the Agreed Terms TSA, as applicable.
 
The fees are estimated based on the actual TSA design for the TSA Services outlined in paragraph 2.1 and on the principles contained in this Part B of Schedule 8. Any change that materially impacts the charges is to be agreed by the parties (refer to paragraph 5.2 below).
 
 
***

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
29

 
 
4  
Service Levels
 
The following principles shall apply in addition/clarification to those set out in clause 2.2.1 and footnote 3 of the TSA in the Agreed Terms:
 
 
4.1.1  
Where a service level exists in documentary form, it will continue across the TSA period.
 
 
4.1.2  
The level of Customer service will be maintained across the TSA period at a level comparable to the pre-TSA customer service level
 
 
4.1.3  
If no service level exists for any of the critical services set out in Annex 1, a KPI will be identified and agreed and measured between the date of this Agreement and the Relevant Closing to determine a suitable target.
 
 
4.1.4  
For non critical services, where appropriate, the parties will work on the basis of identifying KPI as service metrics.
 
 
4.1.5  
Two possible ways of measuring Service metrics for KPIs over the period from identification of the relevant KPI to the Relevant Closing are as follows:
 
 
(i)  
Current performance of current Rainbow portfolio previous to carveout of Service Centres;
 
 
(ii)  
Current performance or the whole RBS portfolio, in comparable terms, regardless the carveout period.
 
5  
TSA Service Management
 
5.1  
TSA Forum
 
There will be a TSA Forum that will comprise senior business and operations executives from RBS and the Purchaser. Its mandate will be to manage and control the execution of the TSA Services and ensure that they are provided in accordance with the TSA, agreed services levels and KPIs, with capability in the areas set out below only:
 
 
5.1.1  
Organisational and governance structure to support the review of the TSA progress and performance (escalation processes, periodic performance dashboards, review meetings etc.);
 
 
5.1.2  
Billing processes and conditions;
 
 
5.1.3  
Data access and security controls to the extent necessary for the provision of TSA Services, and subject to applicable law and regulation;
 
 
5.1.4  
Incident and escalation management;
 
 
5.1.5  
Service Continuity Plan;
 
 
5.1.6  
Service Stability; and
 
 
5.1.7  
Change Management.
 
5.2  
Change Control
 
The TSA Forum will be responsible for managing and controlling the execution of the TSA Services and will ensure that they are provided in accordance with the TSA and the agreed services levels.  In relation to the Change in Circumstances procedure set out in clause 10 and Schedule 2 of the Agreed Terms TSA, the TSA Forum (acting strictly in accordance
 
 
30

 
 
with the provisions of Schedule 2 of the Agreed Terms TSA) shall be the relevant forum for the discussion and progression of any Change.  For the avoidance of doubt, neither the TSA Forum nor the Joint Implementation Committee shall have any ability to agree any contractual changes to the TSA or this Agreement, other than in respect of the Services in accordance with the provisions of Schedule 2 of the Agreed Terms TSA.
 
5.3  
Reporting
 
The TSA Forum will report to the Joint Implementation Committee under this Agreement.  The Relationship Managers of both parties will report to the TSA Forum which will meet weekly.
 
6  
Control Framework for TSA Services
 
The Joint Implementation Committee shall apply a control framework in relation to the provision of Services under the TSA based on the following guiding principles:
 
 
6.1.1  
the control framework provides assurance to the Purchaser of the execution of TSA Services to the quality required in order for it to satisfy its legal, financial and regulatory obligations, as well as ensuring the current level of customer service is maintained. It is assumed that RBS already executes these services to their quality standards and meets its external obligations. Therefore the framework should use, wherever possible, the “as-is” controls within RBS. However, further controls may be required for the TSA where appropriate, in order for the Purchaser to meet any obligations which materially differ from obligations to which RBS is subject and which are specified in detail in Annex 3 (the “ Agreed Requirements ”). Where these obligations are not set out in the Agreed Requirements, and this requires an amendment to the TSA or the TSA Services, this will be effectedin accordance with the Change in Circumstances procedure set out in Schedule 2 of the Agreed Terms TSA;
 
 
6.1.2  
RBS will assist the Purchaser in the development of the framework by initially identifying the “as-is” controls which it believes will provide the necessary level of assurance;
 
 
6.1.3  
the framework will then be agreed and baselined into a control database;
 
 
6.1.4  
the framework will focus on key areas of the TSAs that present risk to the business or that involve regular, critical operational activity;
 
 
6.1.5  
RBS will be responsible for ensuring compliance with the controls and producing the agreed evidence as specified in detail in the Agreed Requirements;
 
 
6.1.6  
the Purchaser will regularly monitor the evidence and controls as part of the agreed governance arrangements;
 
 
6.1.7  
in certain cases, it may be preferable for a mutually-agreed, independent assurance to be conducted to evidence that controls are in place rather than for regular reporting to occur;
 
 
6.1.8  
the delivery of operational and accounting MI specified in the Agreed Requirements is required in order to ensure that Santander UK remains in control of the Business and is able to manage the outsourced activity under the TSA;
 
 
6.1.9  
the Control Framework will include the provision of control metrics to ensure the operational and regulatory integrity of the Business and TSA; and
 
 
31

 
 
 
6.1.10  
the main objectives for the Control Framework are the following:
 
 
(i)  
Regulatory requirements are met;
 
 
(ii)  
Management of the business – End to end;
 
 
(iii)  
Customer service is maintained; and
 
 
(iv)  
Operational and accounting data: level and frequency of data as requested.
 
7  
Transferring Relevant Employees
 
In addition to the TSA set up and running costs, the Purchaser will pay the costs of the Transferring Relevant Employees (as defined in the Agreed Form TSA) with effect from start of the TSA.  To this effect, Transferring Relevant Employees should transfer to the Purchaser on the start of the TSA.   ** *
 
8  
Licence to Occupy
 
Licence to Occupy for RBS at 5-10 Great Tower Street, London/42 High Street, Sheffield will become a schedule to the TSA, to the extent required.
 
9  
General
 
In the event that the Agreed Terms TSA does not fully reflect any principle contained in this Part B of Schedule 8, the parties shall agree such minimum amendments to the Agreed Terms TSA between the signing of this Agreement and the NatWest Effective Date as are necessary to reflect such principles.
 

 

  * * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
32

 
 
Schedule 8
Part B
Annex 1
* * *
 

 
 
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
33

 
 
Schedule 8
Part B
Annex 2
* * *
 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
34

 
 
Schedule 8
Part B
Annex 3
* * *
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
35

 
 
Schedule 9
* * *
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
36

 
 
Schedule 10
VAT and Other Tax Matters
 
 
1  
VAT - General
 
1.1  
The parties intend that the Businesses shall be sold as a going concern for VAT purposes and accordingly:
 
 
1.1.1  
the Business Sellers and the Purchaser shall (where and when required to do so) give notice of such sale to HM Revenue & Customs pursuant to VATA 1994 or paragraph 6 of the Value Added Tax Regulations 1995 or as otherwise required by law; and
 
 
1.1.2  
the Business Sellers shall retain all records relating to the Businesses referred to in paragraph 6 of Schedule 11 of VATA 1994 and the Business Sellers undertake to preserve those records in such a manner and for such periods as may be required by law and to give to the Purchaser as from the Relevant Closing reasonable access during normal business hours to such records (and shall permit the Purchaser to take copies thereof at the cost of the Purchaser).
 
2  
VAT - Going Concern
 
2.1  
The Business Sellers and the Purchaser intend and shall use all reasonable endeavours to secure that the sale of the Businesses shall be treated under Article 5 of the Order as neither a supply of goods nor a supply of services. The parties acknowledge that advance clearance has been obtained from HM Revenue & Customs indicating that the sale will be so treated on the basis of the draft documentation provided to HM Revenue & Customs. The Business Sellers shall use best endeavours to obtain as soon as reasonably practicable after the date of the Original Agreement and, in any event, prior to the NatWest Closing a confirmation from HM Revenue & Customs that such clearance remains valid on the basis of the executed version of the Original Agreement (“ HMRC Clearance ”). To the extent reasonably necessary in order to obtain HMRC Clearance, the Purchaser shall co-operate and shall use best endeavours to assist the Business Sellers in obtaining such HMRC Clearance.
 
2.2  
If subsequent to the Relevant Closing HM Revenue & Customs (but subject to paragraph 4.1 below) determines in writing that VAT is payable on the sale, then to the extent that such determination is due:
 
 
2.2.1  
to the Purchaser failing to comply with its obligations under any of paragraphs 2, 3 or 4 of this Schedule 10, the Purchaser shall, in addition to any amounts expressed in this Agreement to be payable by the Purchaser, pay to the relevant Business Seller the amount of such VAT together with any penalty or interest incurred by that Business Seller for late payment thereof; or
 
 
2.2.2  
a Business Seller failing to comply with its obligations under any of paragraphs 2, 3 or 4 of this Schedule 10, the Purchase Price (or the relevant part thereof) shall be deemed to include VAT and the Purchaser shall not be liable to pay any additional amount in respect of it; or
 
 
37

 
 
 
2.2.3  
neither to such failure of the Purchaser or a Business Seller, the Purchaser shall, in addition to any amounts expressed in this Agreement to be payable by the Purchaser, pay to the relevant Business Seller an additional amount which, when aggregated with any other amounts expressed in this Agreement to be payable by the Purchaser would result in the Purchaser bearing the economic cost of one-half of such VAT chargeable and one-half of any penalty or interest incurred by that Business Seller for late payment of such VAT,
 
such payments by the Purchaser to be made against evidence satisfactory to the Purchaser that the due date for payment of such VAT has fallen due or will fall due within seven days or if later against delivery by the Business Sellers to the Purchaser of the appropriate VAT invoice; and the Purchaser have no further liability to pay any amount in respect of such VAT.
 
2.3  
Nothing in this paragraph 2 shall require the Business Sellers to make any appeal to any tribunal or court against or otherwise challenge any determination of HM Revenue & Customs that the sale does not fall to be treated as the transfer of a going concern.
 
3  
VAT - Continuity of Business
 
After each Relevant Closing the Purchaser shall as required by the Order use the Business Assets in carrying on the same kind of business, whether or not as part of any existing business of the Purchaser, as that carried on by the Business Sellers and authorises the Business Sellers to make such obligation known to HM Revenue & Customs in any application seeking confirmation that Article 5 of the Order shall apply to the sale of the Businesses.
 
4  
Business Properties and VAT
 
4.1  
Where in relation to any Business Property a Business Seller has as soon as reasonably practicable after the date of the Original Agreement and, in any event, at least 20 Business Days prior to the Relevant Closing:
 
 
4.1.1  
notified the Purchaser in writing that the transfer of that Business Property under this Agreement would, but for the application of Article 5 of the Order, fall within paragraph (a) of Item 1 of Group 1 of Schedule 9 of VATA 1994; or
 
 
4.1.2  
notified the Purchaser in writing that the Business Seller or a relevant associate of the Business Seller (as defined in paragraph 3 of Schedule 10 of VATA 1994), has exercised an option to tax that Business Property under Schedule 10 of VATA 1994, which has not been revoked and has delivered to the Purchaser a certified copy of that option (where such copy is available and provided that, if such copy identifies properties other than Business Properties, any text identifying such properties may be redacted) together with evidence of notification of that option to HM Revenue & Customs and (where such is required by Schedule 10 of VATA 1994, is available and relates exclusively to the relevant Business Property) a certified copy of the written permission given by HM Revenue & Customs to exercise that option where such written permission is required by Schedule 10 of VATA 1994,
 
the Purchaser shall exercise an option to tax that Business Property under Schedule 10 of VATA 1994 with effect on or prior to the earliest date on which the Business Property
 
 
38

 
 
concerned is to be transferred and shall give written notification to HM Revenue & Customs as required by paragraph 20 of Schedule 10 of VATA 1994 no later than that date and shall not seek revocation of that option prior to the transfer of the Business Property. The Purchaser shall deliver to the Business Seller certified copies of such option stamped by HM Revenue & Customs showing receipt thereof following the Purchaser’s receipt of the same. If the Purchaser fails to exercise an option to tax in accordance with the foregoing, it shall in addition to any amounts expressed in this Agreement to be payable by it in respect of the said Business Property pay to the Seller (against delivery by the Seller of an appropriate VAT invoice) an amount in respect of VAT thereon.
 
4.2  
Save as a Business Seller shall have notified otherwise to the Purchaser in writing in accordance with sub-paragraph 4.1 above, neither that Business Seller nor any relevant associate (as defined in paragraph 3 of Schedule 10 of the VATA 1994) of that Business Seller has made or will prior to the Relevant Closing make an option under Schedule 10 of VATA 1994 in relation to any Business Property to be transferred under this Agreement, and no transfer of a Business Property under this Agreement would, but for the application of Article 5 of the Order, fall within paragraph (a) of Item 1 of Group 1 of Schedule 9 of VATA 1994. Notwithstanding any provision in paragraph 2 above no sum shall be payable by the Purchaser in respect of VAT which arises on the sale of such Business Property under this Agreement by reason of the facts being otherwise than as stated in this sub-paragraph 4.2.
 
4.3  
The Purchaser hereby confirms to the Business Sellers that paragraph 2B of Article 5 of the Order does not apply to it.
 
5  
Capital Goods Scheme
 
5.1  
Where applicable, a Business Seller shall provide to the Purchaser prior to the Relevant Closing details of each material item relating to the Businesses which that Business Seller uses in the course or furtherance of its business and for the purposes of that business, otherwise than solely for the purpose of selling the item, being items to which Part XV of the Value Added Tax Regulations 1995 applies and in respect of which the period of adjustment will not have expired by the Relevant Closing (“ Capital Business Assets ”). In particular, the relevant Business Seller shall provide:
 
 
5.1.1  
the identity (including in the case of leasehold property, the term of years), date of acquisition and cost of such Capital Business Assets; and
 
 
5.1.2  
the proportion of the VAT input tax for which credit has been claimed (either provisionally or finally in a tax year and stating which) in respect of such Capital Business Assets.
 
6  
Capital Allowances; Long life assets
 
6.1  
The Business Sellers confirm that as at the date of the Original Agreement there are no Business Assets which constitute long life assets as defined by Section 91(1) of the Capital Allowances Act 2001 to which Part 2, Chapter 10 of that Act (Long Life Assets) applies (“ Long Life Assets ”). In the event that any Business Assets which constitute Long Life Assets are acquired by a Business Seller between the date of the Original Agreement and the Relevant Closing, such Business Seller shall provide to the Purchaser prior to that Relevant Closing details thereof.
 
 
39

 
 
7  
Insurance premium tax
 
Where applicable, a Business Seller shall provide to the Purchaser prior to the Relevant Closing details of any Contracts in respect of which premiums are received which are liable to tax at the higher rate within the meaning of section 51A and Schedule 6A to the Finance Act 1994.
 
8  
VAT: Supplies to groups
 
8.1  
Where applicable, a Business Seller shall, at the request of the Purchaser, use best endeavours to provide to the Purchaser prior to the Relevant Closing, or as soon as reasonably practicable thereafter, details of any Business Assets (other than Goodwill and those the supply of which is exempt from VAT) that have been acquired by such Business Seller less than three years prior to the Relevant Closing.
 
9   
SDLT
 
9.1  
In respect of each Business Asset which constitutes or includes a lease (as defined in paragraph 1 of Schedule 17A to the Finance Act 2003), a Business Seller shall provide to the Purchaser prior to the Relevant Closing details of any:
 
 
9.1.1  
grant of a lease which was exempt from charge by virtue of any of the provisions set out in paragraph 11(3) of Schedule 17A to the Finance Act 2003 and which was treated as vested in the grantor; and
 
 
9.1.2  
lease in respect of which rent or other consideration payable was, is or has ceased to be contingent, uncertain or unascertained.
 
10  
Tax returns, disputes, records and claims
 
10.1  
Where applicable, a Business Seller shall use reasonable endeavours to provide to the Purchaser prior to the Relevant Closing or as reasonably practicable thereafter details of any matters arising between the date of this Agreement and the Relevant Closing which would if they had occurred prior to the date of this Agreement have constituted a breach of any Seller Warranty in paragraph 15 of Schedule 14 ( Tax returns, disputes, records and claims etc. ).
 
 
40

 
 
Schedule 11
Closing Obligations
 
1  
General Obligations
 
1.1  
The Business Sellers’ Obligations
 
 
1.1.1  
On the NatWest Closing, the Business Sellers shall deliver to the Purchaser the following:
 
 
(i)  
evidence of the due fulfilment of the relevant conditions set out in Clause 4.1.1 of this Agreement for which the Business Sellers are responsible;
 
 
(ii)  
all relevant Transaction Documents in the Agreed Terms duly executed by each relevant Business Seller and/or other member of the RBSG Group; and
 
 
(iii)  
evidence that the Business Sellers are authorised to execute each of the Transaction Documents to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).
 
 
1.1.2  
On the RBS Wales Closing, the Business Sellers shall deliver to the Purchaser the following:
 
 
(i)  
all relevant Transaction Documents (if any) duly executed by each relevant Business Seller and/or other member of the RBSG Group; and
 
 
(ii)  
evidence that the Business Sellers are authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).
 
 
1.1.3  
On the RBS England Closing, the Business Sellers shall deliver to the Purchaser the following:
 
 
(i)  
all relevant Transaction Documents (if any) duly executed by each relevant Business Seller and/or other member of the RBSG Group;
 
 
(ii)  
evidence that the Business Sellers are authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule); and
 
 
(iii)  
copies of all the documents relating to the Businesses contained in the Physical Data Room.
 
 
1.1.4  
On the Relevant Closing, the Business Sellers shall use their reasonable endeavours, in relation to their respective Businesses, to deliver or make available to the Purchaser the relevant Customer Records in the possession or custody of, or under the control of, the relevant Business Seller including the following Customer Records which subject to the foregoing shall be provided or made available in the following manner, subject to any alternative arrangements as may be agreed by parties in writing following discussion by the Joint Implementation Committee:
 
 
41

 
 
 
(i)  
by way of electronic data transfer, relevant Customer transaction history information for such period to each Closing as the Parties agree, acting reasonably;
 
 
(ii)  
by way of data extraction, relevant Customer correspondence, product applications and other paper records, including know your customer paperwork, to the extent held in an image library.
 
 
1.1.5  
On the Relevant Closing, the Business Sellers shall, in relation to their respective Businesses, deliver or make available to the Purchaser the relevant Books and Records (other than the Customer Records) held in electronic format in the possession or custody of, or under the control of, the relevant Business Seller  including Books and Records relating to the Transferring Employees, accounting and financial affairs of the Businesses and Business processes which shall be provided or made available by way of electronic data transfer or data extraction, subject to any alternative arrangements as may be agreed by the parties in writing following discussion by the Joint Implementation Committee.
 
 
1.1.6  
On the Relevant Closing, the Business Sellers shall, in relation to their respective Businesses, deliver or make available to the Purchaser the relevant Books and Records (other than Books and Records in electronic format) in the possession or custody of, or under the control of, the relevant Business Seller including the following Books and Records which shall be provided or made available in the following manner, subject to any alternative arrangements as may be agreed by parties in writing following discussion by the Joint Implementation Committee
 
 
(i)  
to the extent held in hard copy, the Client Agreements and Loan Guarantees/Security (other than Loan Guarantees/Security relating to Shared Collateral) in a secure manner, labelled, indexed and, where appropriate, detailing customer names and customer identification numbers; and
 
 
(ii)  
to the extent not delivered in accordance with paragraph 1.1.3(iii) above, any other paper records held in secure storage (the “ Storage Items ”) (including such paper records held with reputable third party suppliers, at the Business Sellers’ discretion) in accordance with the Business Sellers’ standard document retention policies shall be retained by the Business Sellers in secure storage,
 
provided that (in the case of paragraphs 1.1.4 to 1.1.6 (inclusive))  the Business Sellers shall be entitled to retain until the Mid-Corporate and Complex SME Data Migration has taken place any Books and Records that they require in order to provide the relevant services under the TSA.
 
For the avoidance of doubt, the Business Sellers shall not be obliged to provide original or paper copies of any Books and Records that have already been delivered or made available to the Purchaser in electronic form and shall not be obliged to provide any information in respect of customers who are not Customers at the Relevant Closing.
 
1.2  
The Purchaser’s Obligations
 
 
1.2.1  
On the NatWest Closing, the Purchaser shall deliver to the Business Sellers:
 
 
42

 
 
 
(i)  
evidence of the due fulfilment of the conditions set out in Clause 4.1.1 of this Agreement for which the Purchaser is responsible;
 
 
(ii)  
all relevant Transaction Documents in the Agreed Terms duly executed by the Purchaser or other member of the Purchaser’s Group; and
 
 
(iii)  
evidence that the Purchaser is authorised to execute each of the Transaction Documents to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).
 
 
1.2.2  
On the RBS Wales Closing, the Purchaser shall deliver to the Business Sellers:
 
 
(i)  
all relevant Transaction Documents (if any) duly executed by the Purchaser or other member of the Purchaser’s Group; and
 
 
(ii)  
evidence that the Purchaser is authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).
 
 
1.2.3  
On the RBS England Closing, the Purchaser shall deliver to the Business Sellers:
 
 
(i)  
all relevant Transaction Documents (if any) duly executed by the Purchaser or other member of the Purchaser’s Group; and
 
 
(ii)  
evidence that the Purchaser is authorised to execute each of the Transaction Documents (if any) to which it is a party (including, where relevant, any notarial deeds referred to in this Schedule).
 
2  
Further Obligations in Addition to Transfer
 
2.1   
General Obligations
 
At each Closing, the Business Sellers shall, in relation to their respective Businesses, deliver or make available to the Purchaser, at such address as shall be notified to the Business Sellers by the Purchaser five Business Days prior to the Relevant Closing, the following:
 
 
2.1.1  
any releases which the parties have obtained under Clause 9.3 of this Agreement;
 
 
2.1.2  
all the relevant Business Assets which are capable of transfer by delivery with the intent that legal and beneficial title to such Business Assets shall pass by and upon delivery;
 
 
2.1.3  
all title deeds relating to the relevant Business Properties which are in the Business Sellers’ possession as more particularly described in the Properties Exhibit attached to Schedule 3;
 
 
2.1.4  
subject to Schedule 5 and the Scheme, duly executed agreements in the Agreed Terms for the assignment, novation or transfer of the benefit of the Contracts and the Loan Guarantees/Security; and
 
 
2.1.5  
duly executed Transitional Trade Mark Licence(s)) and the duly executed Trade Mark Assignment in the form of Parts 2 and 4 of Schedule 4.
 
 
43

 
 
Schedule 12
 
* * *
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
44

 
 
Schedule 13
 
* * *
 

 
 
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

 
45

 
 
Schedule 14
 
* * *
 

 

 


* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
46

 
 
Schedule 15
 
* * *
 

 

 
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
47

 

Schedule 16
 
* * *
 

 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
48

 
 
Schedule 17
 
* * *
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
49

 
 
Schedule 18
 
* * *
 

 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
50

 
 
Schedule 19
 
* * *
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
51

 
 
Schedule 20
 
* * *
 

 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
52

 
 
Schedule 21
 
* * *
 

 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
53

 
 
Schedule 22
 
* * *
 

 

 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
54

 
 
Schedule 23
Part A
Joint Implementation Committee Governance
 

 
55

 
 


--------------------------------------------------------------------------------
RBS                                                                  Santander
--------------------------------------------------------------------------------

Schedule 23, Part A

JIC Governance

Version 3

                                                   Restricted and Confidential 1

 
 
 
 

 
 


Document Control
================================================================================

-------------------------------------------------------------------------------------------------------------
Version &          Modified by  Comments
-------------------------------------------------------------------------------------------------------------
                                First governance proposal presented to JIC. W1 organisation included only and
v1.8    21/03/2011 Santander    proposal on Meetings and Committees
v1.9    28/03/2011 Joint        Inclusion of W2 organisation
v1.10   04/04/2011 Joint        Updated W2 organisation. This is the version reviewed and signed-off at JIC.
v2.1    06/07/2011 RBS -- Legal
v2.2    11/07/2011 SAN -- Legal
v3      13/07/2011

                                                   Restricted and Confidential 2

 
 
 
 

 
 


Introduction
================================================================================

The parties have agreed that there is a need to evolve the JIC management
system that has proved very effective for the planning phase to a governance
for the execution phase, so as to continue achieving the plan milestones
(transfer of the Businesses) with the expected customer impact and operational
risk.

The parties have therefore agreed to confirm:
[] Delegated authority for the JIC;
[] Implementation governance;
[] Escalation mechanism; and
[] Communication to the external stakeholders (FSA, BoE, EC, etc.),

as set out in this Part A of Schedule 23.

                                                   Restricted and Confidential 3

 
 
 
 

 
 


JIC Governance of Separation Plan: Delegated Authority
JIC Terms of Reference for Separation Plan Governance
================================================================================

JIC will act under delegated authority to manage execution of the Separation
Plan in accordance with the terms of this Agreement, specifically:

[]   Approval of changes to the Separation Plan and reprioritization of
     activities, except for the final migration date.

[]   Assignment of resource in both organizations so the project is executed
     according to the Separation Plan.

[]   Agreement regarding the completion of key milestones and readiness to
     proceed to the next stage, based on the agreed criteria approved by JIC.

[]   Monitoring the progress of execution.

[]   Assignment of actions to address issues or problems.

[]   Authority to modify the governance of the project and replace the project
     leaders as required.

[]   Authority to engage with any third party (consulting, integration company,
     etc.) to solve quickly any technical problem or discrepancy arising in the
     course of the project. Each of these engagements will require the consent
     of the parties through the JIC and the cost will be shared between the two
     organizations. The parties acknowledge and agree that the intention is not
     to re-allocate costs relating to Separation, or to revise the regime for
     the allocation of TSA costs, which shall remain as per this Agreement and
     the TSA respectively.

[]   Representation of the Separation Plan and progress to the FSA/BoE and other
     external bodies Control mechanisms (described in subsequent pages) will
     support JIC execution of these tasks.

The Wave 2 TSA will have to develop its own governace, however while this is
not established all the issues related to the TSA will be discussed and managed
at the JIC.

                                                   Restricted and Confidential 4

 
 
 
 

 
 


JIC Governance of Separation Plan: Delegated Authority
JIC Proposed Terms of Reference for Plan Governance
================================================================================

Each party is responsible for:

[]   Completing tasks as described in the plan to the criteria set (separately
     or jointly)

[]   Managing internal approval processes

[]   Completing internal control processes

[]   Communication/explanation of JIC decisions to relevant stakeholders

[]   Communicating to the JIC any potential internal decision (new product
     launch, change in T & C of a product, etc..) that may impact the successful
     execution of the migration of the Businesses in accordance with the terms
     set out in this Agreement.

[]   Bank specific discussions with FSA regarding the project (eg impact of
     current plan)

                                                   Restricted and Confidential 5

 
 
 
 

 
 
 




JIC Control Mechanisms
================================================================================

                               [GRAPHIC OMITTED]

Weekly progress reporting Formal JIC agreement      'Spotlight' reviews     Periodic review of
by workstream             that criteria have been   requested by JIC of     project risk register:
                          met                       workstreams or key      -Completeness
RAG for milestones within                           deliverables            -Severity
review window             Signoff that deliverables                         -Mitigation actions.
                          complete                  Independent QA of
Dependency management                               workstream, deliverable
                          Sanction that             or critical milestone
Change process for plan   programme can proceed
dates and approaches      to next step              Formal quarterly review
                                                    around key steps


                                                   Restricted and Confidential 6

 
 
 
 

 
 


Progress Tracking
================================================================================

JIC will track key business and key IT milestones, supported by QA review of
completion for key steps.
WRC will track "Level 1" milestones and escalate to JIC if appropriate

------------------------------------------------------------------------------------------------------------------------------------
Control Element                   Approach                                           JIC Responsibilities
------------------------------------------------------------------------------------------------------------------------------------
Progress reporting against JIC    [] Weekly review of JIC critical milestone and     [] Provide required programme status updates to
critical milestones and             dependencies                                       respective board level stakeholders
dependencies and review of
workstream level plans            [] Weekly high level status review of each
                                    workstream including: plan progress, issues and
                                    decisions for executive attention
------------------------------------------------------------------------------------------------------------------------------------
Change process for plan dates and [] Changes to the baseline critical milestones and [] Provide change governance and control oversight
approaches                          /or approach which impact the critical path to   [] Approve any changes to the plan which impact the
                                    be taken to JIC for review and approval            critical path
------------------------------------------------------------------------------------------------------------------------------------

Supervised by PMO
                                                   Restricted and Confidential 7

 
 
 
 

 
 


Key Decision Points / Milestone Acceptance
================================================================================


------------------------------------------------------------------------------------------------------------------------------------
Control Element                 Approach                                                  JIC Responsibilities
------------------------------------------------------------------------------------------------------------------------------------
Formal JIC agreement that       [] JIC critical milestones closing within review window   [] Approve critical milestone 'closed' status
criteria have been met and sign    (8 week) to be presented at JIC with acceptance
off that deliverables complete     criteria
                                [] Workstreams to provide supporting documentation
                                   (deliverables, etc.) on request by JIC to validate that
                                   acceptance criteria has been met
                                [] Independent review can be requested by JIC
------------------------------------------------------------------------------------------------------------------------------------
Sanction that programme can     [] Master Milestones acceptance criteria to be            [] Review Master Milestone entry and exit criteria and
proceed to next phase              presented to JIC along with any necessary                 provide formal approval for the Programme to
                                   supporting evidence prior to the programme                move to the next phase
                                   moving to the next phase
                                [] Independent review can be requested by JIC
------------------------------------------------------------------------------------------------------------------------------------

Supervised by PMO
                                                   Restricted and Confidential 8


 
 
 
 

 
 


Quality Assurance
================================================================================

------------------------------------------------------------------------------------------------------------------------------------
Control Element                Approach                                              JIC Responsibilities
------------------------------------------------------------------------------------------------------------------------------------
Workstream, Deliverable or     [] Ad hoc request by JIC for 'Spotlight' review on    [] Provision of active guidance, support and direction
Critical Milestone 'Spotlight'    either a specific workstream or deliverable           to workstream leads
Review                         [] 'Spotlight' review to be discussed and agreed at   [] Resolve escalated risks and issues
                                  JIC and communicated to the workstream /           [] Provide executive decision and approval
                                  deliverable owner by COB Tues (to allow sufficient
                                  time for inclusion within agenda/pack)
                               [] Project leads from RBSG and the Purchaser must
                                  both be represented when work streams are
                                  requested to attend JIC
------------------------------------------------------------------------------------------------------------------------------------
Independent QA of              [] Ad hoc request by JIC to commission an             [] Review output of Independent Review
Workstream, Deliverable of        independent review of a specific workstream,
Critical Milestone                deliverable of critical milestone
------------------------------------------------------------------------------------------------------------------------------------

Supervised by PMO
                                                   Restricted and Confidential 9

 
 
 
 

 
 


Risk Management
================================================================================


------------------------------------------------------------------------------------------------------------------------------------


Element                         Approach                                        JIC Responsibilities
------------------------------------------------------------------------------------------------------------------------------------
Periodic review of project risk []  Monthly programme and escalated workstream  [] Review the totality of risks (internal and external)
register                            level risk assessment to be reviewed at JIC    and the adequacy and effectiveness of the
                                    including:                                     mitigating controls
                                o   Completeness                                [] Ensure appropriate ownership and accountability
                                o   Severity                                       for mitigating specific risks
                                o   Mitigation actions                          [] Review and update the priority and severity given
------------------------------------------------------------------------------------------------------------------------------------

Supervised by PMO
                                                  Restricted and Confidential 10


 
 
 
 
 
 

 
 
Schedule 23
Part B
Certain Separation Matters
 
1  
General
 
1.1  
The parties acknowledge that in order for the Separation Plan to be implemented in accordance with the parties’ obligations under this Agreement, certain required steps and/or processes have been identified prior to the date of this Agreement.  Accordingly the parties have agreed to the matters set out in this Schedule 23.
 
1.2  
The parties further agree that the following principles in relation to the Separation of the Businesses are to be applied by the Joint Implementation Committee in planning for Separation and implementing the Separation Plan.
 
1.3  
For the avoidance of doubt, the matters set out in this Part B of Schedule 23 are not an exhaustive list and, accordingly, any further matters relating to the Separation and the Separation Plan shall be dealt with by the Joint Implementation Committee in accordance with Clause 6.2.2 of the Agreement and Part A of this Schedule 23.
 
2  
Model Office
 
2.1  
The parties agree that, prior to the Closings, the Business Sellers and the Purchaser shall collaborate to generate artificial production customer data, the transfer of which to the Purchaser may be tested by the Purchaser on one or more occasions prior to the Closings (the “ Model Office Transfers ”), with the aim of minimising Customer disruption and detriment on and following the Closings, all as reflected in the Separation Plan.
 
2.2  
All matters relating to the Model Office Transfers (including any required requests, enquiries and approvals from the FSA relating to the Model Office Transfers) shall be dealt with by the Business Sellers and the Purchaser in consultation with each other through the Joint Implementation Committee and the Business Sellers and the Purchaser shall co-operate with each other and provide to each other all information and assistance as may be reasonably necessary in connection with the implementation of the Model Office Transfers.
 
3  
Friends and Family Transfer
 
3.1  
In accordance with the selection and other criteria to be agreed by the Joint Implementation Committee, the parties agree that the Products related to such number of Customers as may be agreed by the JIC (expected to be approximately 200 and no more than 250 as at the date of this Agreement) shall be transferred by the relevant Business Seller to the Purchaser in one or more separate transfers and shall therefore not form part of the Scheme (each a “ Friends and Family Transfer ”).
 
3.2  
The Purchaser and the relevant Business Seller shall work collaboratively together and shall each use all reasonable endeavours to determine the details and timing of the Friends and Family Transfers as set out in Separation Plan and to undertake any requirements, including the obtaining of necessary customer consents, to complete such assignment and/or transfer pursuant to the Friends and Family Transfers including, without limitation, executing all relevant transfer documentation, notifying all relevant third parties of such assignment and/or transfer and circulating or publishing any necessary
 
 
56

 
 
documentation pursuant to the terms of the relevant Contracts or otherwise.    The parties agree and acknowledge that Friends and Family Customers will not include Customers with Safe Custody Items and that it is the parties’ intention that the customer assets and liabilities to be transferred to the Purchaser pursuant to the Friends and Family Transfer shall not be material in the context of the Business to which they relate.
 
3.3  
Without prejudice to paragraph 3.2, the Purchaser shall be responsible for complying with any registration requirements of the relevant authorities in respect of relevant Contracts to be transferred or assigned pursuant to the Friends and Family Transfer, save where, as a matter of Law and Regulations, such registration requirements are the responsibility of the relevant Business Seller.
 
3.4  
The parties acknowledge that where the Friends and Family Transfer includes a customer opening a new Product, this will be subject to compliance with all new client procedures of the relevant Business Seller including, without limitation, anti-money laundering regulations.
 
3.5  
All matters relating to the Friends and Family Transfer (including all requests, enquiries and approvals from the FSA relating to the Friends and Family Transfer) shall be dealt with by the Business Sellers and the Purchaser in consultation with each other through the Joint Implementation Committee and the Business Sellers and the Purchaser shall co-operate with each other and provide to each other all information and assistance as may be reasonably necessary in connection with the implementation of the Friends and Family Transfer.
 
3.6  
The parties agree that, prior to the Friends and Family Transfer, the Business Sellers and the Purchaser shall determine through the Joint Implementation Committee which party shall have responsibility for preparing, publishing and issuing communications and notifications to Customers and proposed Customers relating to the Friends and Family Transfer contemplated by this Agreement. The parties shall consult with each other as to the content of all such communications and notifications, shall provide to each other all information and assistance as may be reasonably necessary in connection therewith and shall incorporate all comments as may be reasonably made by the other. Subject to Clause 4.4.10, no communication or notification to any Customer relating to the Friends and Family Transfer contemplated by this Agreement shall be published or issued by the Business Sellers (or any of them) without the prior consent of the Purchaser or by the Purchaser without the prior consent of the Business Sellers, (in each case such consent not to be unreasonably withheld or delayed).
 
4   
* * *
 
5  
Additional Excluded Products
 
5.1  
The Business Sellers and the Purchaser wish to limit the impact, and therefore the number, of instances where *** impact on the timely and smooth execution of the Separation Plan.
 
5.2  
Subject to paragraph 5.3, the parties may, therefore, agree, through the Joint Implementation Committee, that certain Products should be ***.
 
5.3  
Either party may from time (after the date of this Agreement (it being acknowledged by the parties that no such proposal is expected to be made at any time after the date on which
 
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
57

 
 
the *** are to be finalised as set out in the Separation Plan) to time submit a written proposal to the other in relation to any Product which it wishes to ***. The Joint Implementation Committee will discuss the proposal and recommend a solution for the exclusion of the relevant Product if such solution would remove an obstacle or potential obstacle to, or risk or potential source of delay in, the execution of the Separation Plan or the Joint Implementation Committee otherwise deems such action appropriate. For the avoidance of doubt, in respect of any proposal delivered after finalisation of the ***, the Joint Implementation Committee may (without limitation) consider any reputational and operational implications for the parties arising in respect of such proposal.  Any solution recommended by the Joint Implementation Committee will be in the best interests of the transaction and will, so far as possible, be implemented in such a manner that the impact on both parties is *** (as further set out in paragraph 4.4.1 above). To the extent that an *** solution cannot be provided, the parties shall, through the Joint Implementation Committee, seek, in good faith, a solution which is agreeable to both parties.
 
5.4  
The recommendation of the Joint Implementation Committee in relation to the matters set out in this paragraph 5 will be subject to the final approval of both parties, provided that the parties shall act in accordance with the recommendation of the Joint Implementation Committee unless it is not reasonable to do so.
 
6  
Pre-Closing servicing of Business ATMs
 
6.1  
The parties agree and acknowledge that there is a requirement for the Purchaser to assume the servicing of the Business ATMs for a period prior to the Relevant Closing, and including, in certain circumstances, the replacement of certain Business ATMs, to ensure the smooth transition of the Business ATMs and related services to the Purchaser’s systems at  each Relevant Closing. It is currently envisaged at the date of this Agreement that the period of such servicing will commence approximately six to eight weeks prior to the NatWest Closing.
 
6.2  
Notwithstanding the terms agreed by the Joint Implementation Committee in respect of ATMs pursuant to paragraph 6.1, legal ownership of the Business ATMs will only transfer at the Relevant Closing in accordance with the terms of this Agreement.
 
6.3  
Appropriate amendments to the Closing Statements will be made to reflect any servicing, including cash management by the Purchaser, prior to the Relevant Closing, such that the outcome of the servicing arrangement is economically neutral between the parties.
 
7  
Pre-Closing Training
 
7.1  
The parties agree and acknowledge that the Purchaser will need to have reasonable access to the Relevant Employees (and to the extent reasonably necessary, employees who will be providing Transitional Services under the Transitional Services Agreement) in the period prior to the Relevant Closing in order to allow those employees to undertake training in relation to the Purchaser’s systems, processes, policies and procedures.
 
7.2  
The Joint Implementation Committee shall discuss and agree an appropriate training schedule (including estimated costs to be incurred by the RBSG Group in connection with such training) for such purposes in accordance with the Separation Plan, it being
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
58

 
 
acknowledged that such access shall not cause any material interruption to the operation of the Businesses.
 
8  
Payments and other Coexistence Arrangements
 
Payment Co-existence Agreement
 
8.1  
The parties agree and acknowledge that on and from the first Model Office Transfer there will be a requirement for payments co-existence arrangements to be put in place between the Business Sellers and the Purchaser and that the parties shall enter into an agreement governing these arrangements prior to the first Model Office Transfer (the “ Payments Co-Existence Agreement ”).
 
8.2  
The terms of the Payments Co-Existence Agreement shall be agreed by the parties acting reasonably, in good faith, and shall include appropriate matching cross-indemnities addressing (i) any failure by a member of the Purchaser Group to reimburse a payment properly made by a Business Seller or made in accordance with the instructions of the Purchaser or any member of the Purchaser’s Group pursuant to the Payments Co-Existence Agreement; and (ii) a failure by a member of the RBSG Group to make any payment required under the Payments Co-Existence Agreement  (for the avoidance of doubt, such indemnities will not apply where the loss arises as a result of, or in connection with, any fraud, wilful misconduct, negligence by the party that would otherwise have the benefit of such indemnity).
 
Other co-existence arrangements
 
8.3  
Without prejudice to any other provisions of this Agreement but subject to paragraph 8.7 below, the Business Sellers and the Purchaser agree that, with effect from each Relevant Closing, at the reasonable request of the Purchaser, the Business Sellers shall provide to the Purchaser such historic data or documents relating to Customers as is reasonably required by the Purchaser for the operation of the Business in the ordinary course of business (including account or interest statements requested by a Customer that relate to a period prior to the Relevant Closing), provided that such data is under the control of, or otherwise obtainable by, the Business Sellers and either (a) has not been made available or provided by the Business Sellers to the Purchaser prior to the date of such request; or (b) has been so made available or provided by the Business Sellers to the Purchaser but not in a form that can be used by the Purchaser for the purpose in question (for example, historic account or interest statements requested by a Customer that need to be recalculated or reconstituted before they can be provided to a Customer).
 
8.4  
The parties further agree and acknowledge that, on and from each Relevant Closing, there will be a requirement for certain other mutual co-existence arrangements between the Business Sellers and the Purchaser relating to certain customer matters and arising in the ordinary course of business, which may include arrangements such as dealing with questions and queries from customers arising in the ordinary course of business in respect of the following: closed accounts, dormant accounts, customer complaints, the FSCS, historical paper records, electronic data, uncashed cheques, DDI indemnities, historical credit, charge and debit card disputes, the unclaimed assets fund and certificates of interest.
 
8.5  
Subject to paragraph 8.6, the co-existence services referred to in paragraphs 8.3 and 8.4 above shall be provided at no charge to the recipient thereof for a period of seven years from the date of the Relevant Closing, and thereafter at the provider’s reasonable internal
 
 
59

 
 
cost (including any necessary direct third party costs incurred), without mark-up, of the production of such data or the provision of such service.
 
8.6  
If the Purchaser requests that the Business Sellers provide any historic data or documents in relation to a Customer pursuant to paragraph 8.3 or 8.4 which has already been made available or provided to the Purchaser prior to the date of such request in a form that can be used (without amendment, recalculation or reconstitution) by the Purchaser for the purpose in question (or has been offered to be made so available and such offer has been declined by the Purchaser), such data or documents shall be provided by the Business Sellers to the Purchaser at a cost to be determined prior to the NatWest Closing by the parties (through the Joint Implementation Committee), each acting reasonably and in good faith.
 
8.7  
Prior to each Relevant Closing, the Business Sellers shall provide to the Purchaser details of a telephone number and an address to which a Customer may be directed after the Relevant Closing in the event that a Customer requests any copies of historic Customer Records which include a Business Seller’s branding.  Following each Relevant Closing, the Purchaser shall direct Customers to the relevant Business Seller in accordance therewith and such Business Seller shall provide such copies direct to the Customer in accordance with the relevant Business Seller’s service levels applicable to the Excluded Business and subject to the Customer paying to the relevant Business Seller such charges (if any) in respect thereof which are consistent with the charges applicable to the Excluded Business of such Business Seller from time to time, provided that such charges are in any case no greater than the charges applied by the relevant Business Seller to analogous requests immediately prior to the Relevant Closing.
 
8.8  
The parties agree to provide such co-existence arrangements as are referred to in paragraphs 8.3 and 8.4 above to each other with effect from each Relevant Closing in a manner consistent with existing service levels of the relevant provider’s group as at the date of this Agreement in respect of the provision of analogous data to customers and shall, acting reasonably and in good faith, discuss the detail of and enter into an appropriate agreement governing, such arrangements prior to the NatWest Closing.
 
8.9  
For the avoidance of doubt:
 
 
8.9.1  
no party shall be required pursuant to paragraph 8.5 to provide to the other without charge any:
 
 
(i)  
document in paper form which has previously been made available or provided to the requesting party in the form of an electronic facsimile image file (or has been offered to be made so available and such offer has been declined by the requesting party); or
 
 
(ii)  
document in electronic form which has previously been made available or provided to the requesting party in paper form (or has been offered to be made so available and such offer has been declined by the requesting party); and
 
 
8.9.2  
the party providing any information reasonably requested by the other pursuant to the co-existence arrangements referred to in paragraphs 8.3 and 8.4 need not provide without charge more than one copy of the same, identical document,
 
 
60

 
 
in each case provided that the recipient thereof is equally able to print from such electronic facsimile image file or produce a photocopy of the same and such print-out or photocopy (as the case may be) is satisfactory for the purposes for which that document is required.
 
8.10  
If the parties shall, following the date of this Agreement, identify and agree any other co-existence services arrangements not related to those referred to in paragraphs 8.3 and 8.4 above, then as part of discussing such arrangements as set out in paragraph 8.8 above, the parties shall also, acting reasonably and in good faith, discuss whether any charges are to be payable in respect of such arrangements and, if so, the quantum of such charges.
 
9  
Closing arrangements and goodbye/welcome statements
 
9.1  
The parties acknowledge that, depending on the Relevant Closing Date, there may be a period following Data Migration during which the final interest on Products is calculated by the relevant Business Seller.
 
9.2  
The parties agree that, if the final interest on Customer Products is paid by a Business Seller where such payment is an Assumed Liability (and vice versa), there shall be a balancing payment made between the parties with the aim of ensuring that the financial impact of the payment of any such interest by the relevant party is economically neutral for the parties.
 
9.3  
The Joint Implementation Committee will agree the details of such closing arrangements, interest and balancing payments and agree the details of any necessary communications to Customers.
 
10  
Product / Business ***
 
10.1  
The parties agree and acknowledge that *** to Products (including the ***), IT Systems and functionality and other processes relevant to the Businesses in the period prior to the Closings *** on the *** of the Separation Plan and that it is therefore in the interests of both parties and the transaction contemplated by this Agreement to ***.
 
10.2  
Without limiting Clause 5, the Business Sellers agree that, subject to Law and Regulation, they shall (i) use all reasonable endeavours *** or in respect of the Businesses in the *** period immediately prior to the NatWest Closing Date until the RBS England Closing Date; and (ii) where any *** is required by Law and Regulation, seek to implement such *** in a way that minimises the impact of that change on the Separation Plan.
 
10.3  
If *** of the Business Sellers prior to the Closings in respect of the *** which will affect or otherwise impact, in each case materially and adversely (or otherwise as agreed by the JIC), on the Separation Plan, then the relevant Business Seller shall, subject always to Law and Regulation, use all reasonable endeavours to notify the Purchaser through the Clean Team as soon as reasonably practicable prior to implementing such action. As soon as reasonably practicable following notification by the relevant Business Seller to the Purchaser of the proposed action, members of the Joint Implementation Committee shall discuss the proposed action and its impact on the Separation Plan in accordance with the Clean Team procedure, and shall propose a solution that is in the best interests of the parties to this Agreement which may include recommending that the action proposed by
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
61

 
 
the relevant Business Seller, to the extent reasonably practicable and ***, be implemented in respect of the *** only and not to the Businesses or any one of them, subject always to Law and Regulations and to any requirements or recommendations of the Monitoring Trustee.
 
11  
In-Flight Products
 
11.1  
The parties acknowledge that there may be instances where a Product has been offered to a Customer prior to the Relevant Closing, but is only finalised following the Relevant Closing (“ In-Flight Products ”).
 
11.2  
The parties acknowledge that In-Flight Products may not be able to transfer onto the Purchaser’s systems and therefore agree that the Joint Implementation Committee will discuss and agree an appropriate mechanism for the transfer of such In-Flight Products.
 
11.3  
The Business Sellers will, in the 3 months prior to the Relevant Closing, operate the Businesses such as to seek to minimise the incidences of In-Flight Products at Closing to the fullest extent possible.
 
12  
Employee Journey
 
12.1  
The parties agree and acknowledge that the “employee journey” for the Relevant Employees is an important part of the transaction that is the subject of this Agreement.  Accordingly, the parties have agreed the following in respect of the “employee journey”.
 
***
 
13  
Mortgage Manager Platform
 
The Business Sellers shall, as soon as reasonably practicable following the date of this Agreement, provide to the Joint Implementation Committee details of the Relevant Mortgage Manager Platform Mortgages.  The Joint Implementation Committee shall, as soon as reasonably practicable thereafter, consider the Relevant Mortgage Manager Platform Mortgages and determine whether such mortgages should be included in the transaction contemplated by this Agreement, all in a manner, and applying the principles, consistent with those set out in paragraph 4.3 above.  For the avoidance of doubt, any such Relevant Mortgage Manager Platform Mortgages that are so included in the scope of the transaction contemplated by this Agreement as a result of such determination by the Joint Implementation Committee shall be treated in the same way as credit cards and charge cards as described in paragraph 4.4.2 above.
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
62

 
 
Schedule 24
Joint Business Committee
 

It is the intention of the parties that the Business Committee be rejuvenated as a Joint Business Committee (“ JBC ”) with a new delegated governance scheme.
 
Accordingly, the parties have agreed to confirm:

 
1.  
A delegated authority for the JBC and JBC governance;
 
 
2.  
The information to be provided to the JBC; and
 
 
3.  
The actions to be implemented in terms of up-grading the JBC.
 
1  
JBC Proposed Terms of Reference for Execution Phase
 
 
·  
Joint approval of the business elements of Separation to be delivered (the “ Business Separation Deliverables ”).
 
 
·  
The Business Separation Deliverables will entail: (i) monitoring the financial and operating performance of the Businesses via the information provided in accordance with paragraph 2 below; (ii) ensuring a smooth transition of the Businesses to the Purchaser in accordance with the terms of this Agreement; and (iii) overseeing the business elements of the transaction required for the Scheme.
 
 
·  
Assignment of the resources required in both organisations so that the JBC mandate for the Business Separation Deliverables is executed.
 
 
·  
Monitoring the progress of execution of the Business Separation Deliverables.
 
 
·  
Assignment of actions to address issues or problems in relation to achieving the Business Separation Deliverables.
 
 
·  
Save in respect of approaches to third parties in connection with the Transitional Services Agreement and which are addressed in Schedule 8, authority to engage with any third party to resolve quickly any implementation issues or discrepancies that may arise in the course of the key business elements of the Separation Plan. Any of these engagements will be jointly agreed and the cost shared between the two organisations.
 
 
·  
Each party to be responsible for: (a) completing the tasks ascribed to it in terms of the Business Separation Deliverables, (b) managing its own internal approval processes, (c) completing its own internal control processes, (d) the communication/explanation of JBC decisions to JIC and relevant stakeholders, (e) the communication to JBC of any potential internal decisions that may impact the successful execution of migration of the Businesses from a business and change management point of view.
 
The parties acknowledge that the Business Separation Deliverables complement and support the Separation Plan and that any amendments proposed to be made to the Separation Plan following the consideration and agreement of the JBC, should be referred to the JIC for the JIC’s approval.
 
 
63

 
 
2  
Information to be provided to the JBC
 
2.1  
The Business Sellers will continue to provide to the JBC the information provided at the date of this Agreement to the Business Committee under Part A of Schedule 18 and in accordance with the provisions of Clause 5.5 of the SPA.  Without limiting the foregoing, from the date of this Agreement, they will provide information in accordance with paragraph 2.2 and act in accordance with paragraph 2.3.
 
2.2  
In order to monitor closely the Businesses and to familiarise the JBC with the Businesses from a change management perspective, the Business Sellers shall provide the JBC with a monthly business review of each of the key segments of the Businesses for SME/Mid-Corporate and Retail, including performance, trends and key risk and people metrics. The Business Sellers and the Purchaser will work together to develop the relevant KPIs taking into account the Separation Plan. It is agreed that from the date of this Agreement the Purchaser will provide the JBC with the information specified in Parts B to F of Schedule 18 in accordance with Clause 5.5.
 
2.3  
In order to enable the Purchaser to monitor the Businesses the Purchaser may, from time to time, request such additional information relating to the Businesses as is reasonable in the circumstances, in accordance with Clause 5.5.7, it being acknowledged by the parties that the provision of such information shall be subject always to Clause 5.5.8.
 
The parties shall actively work together to find solutions that may be required in respect of the provision of such information, with the principle aim of both parties being to ensure that the JBC can operate effectively, in line with this new delegated governance scheme, joint process and working environment.
 
To the extent that any information requested by the Purchaser in accordance with Clause 5.5.7 is considered by the Business Sellers in good faith to constitute commercially sensitive information, then to the extent such information is provided to the Purchaser, the parties agree to collaborate closely to ensure that such information is not provided to the JBC, but instead is provided to the Clean Team solely for the purpose of monitoring the Businesses, but for no other purpose, subject to the provision of a Clean Team Confirmation by the Purchaser.
 
2.4  
The Purchaser acknowledges and agrees that, immediately following the RBS England Closing, it shall return or destroy all originals and copies of documents to the extent of any information relating to the business to be retained by the RBSG Group, and use reasonable endeavours to permanently erase from any computer or other device any document or data containing such information, and provide confirmation to the Business Sellers once this has been completed.
 
3  
Actions to be implemented in terms of up-grading the JBC
 
It is proposed that the JBC upgrade its current working dynamics by jointly:
 
 
·  
Defining a new JBC agenda that allows a closer weekly and monthly business review by segments to include performance, trends and key risk and people metrics, in accordance with the principles set out in paragraph 2 of this Schedule 24.
 
 
64

 
 
 
·  
Working together to ensure a monthly review of the Business Separation Deliverables and taking the appropriate business actions to ensure a successful migration.
 
 
·  
In accordance with the provisions of Clauses 4.4 and 5.1.3(vi) of this Agreement, consulting closely on employee and Customer communications linked to the migration and in line with the Separation Plan.
 
 
·  
Analysing and implementing the business elements needed for the Scheme.
 
 
·  
In accordance with the principles set out in paragraph 2 of this Schedule 24, working together to ensure the provision of information referred to in paragraph 2.
 
 
·  
Subject to the requirements of Law and Regulations, implementing close consultation on such management approaches within the Businesses as will ensure a smooth transition of the Businesses to the Purchaser.  By way of illustration only, some examples of management approaches are: objectives and incentives systems, sales systematic methodologies, Monitoring of Early Warning Cases in terms of risk management, Human Resources processes, Channel Control/Governance frameworks, etc.
 
 
·  
Consulting closely in terms of key people/management changes ahead of migration.
 
 
65

 
 
Schedule 25
 
* * *
 

 
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
66

 
 
Schedule 26
 
* * *
 

 


* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
67

 
 
Table of Contents
 
Contents
Page
Schedule 1 ***
1
Schedule 2 ***
2
Schedule 3 ***
3
Schedule 4 Intellectual Property Part 1
4
Schedule 4 Intellectual Property Part 2 Other IP Provisions
5
Schedule 4 Part 3 ***
6
Schedule 1 NatWest Trade Marks
7
Schedule 4 Part 4 ***
8
Schedule 5 Contracts Part 1 ***
11
Schedule 5 Contracts Part 2 Shared Collateral
12
Schedule 5 Contracts Part 3
14
Schedule 6 Employees
16
Schedule 7 Pensions
24
Schedule 8 Part A Transitional Services
25
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
68

 
 
Schedule 8 Part B Non-TSA Principles / Additional TSA Principles
27
Schedule 8 Part B Annex 1:***
33
Schedule 8 Part B Annex 2:***
34
Schedule 8 Part B Annex 3 ***
35
Schedule 9 ***
36
Schedule 10 VAT and Other Tax Matters
37
Schedule 11 Closing Obligations
41
Schedule 12 ***
44
Schedule 13 ***
45
Schedule 14 ***
46
Schedule 15 ***
47
Schedule 16 ***
48
Schedule 17 ***
49
Schedule 18 ***
50
Schedule 19 ***
51
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
69

 
 
Schedule 20 ***
52
Schedule 21 ***
53
Schedule 22 ***
54
Schedule 23 Part A Joint Implementation Committee Governance
55
Schedule 23 Part B Certain Separation Matters
56
Schedule 24 Joint Business Committee
63
 

* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
70

 
 
EXHIBIT 4.32
 
 
 
CLIFFORD CHANCE LLP
 
THE ROYAL BANK OF SCOTLAND PLC
AND
SUMITOMO MITSUI BANKING CORPORATION
 
 
 
AGREEMENT FOR THE SALE AND PURCHASE OF
 
RBS AEROSPACE LIMITED
RBS AEROSPACE (UK) LIMITED
AND
RBS AUSTRALIA LEASING PTY LIMITED
 
 

 

 
 

 
 
CONTENTS
 
Clause
 
Page
1
Interpretation
1
2
Sale and Purchase
29
3
Conditions
31
4
Completion
35
5
The RBS Warranties and Pre Completion Conduct
40
6
Indemnities
42
7
Termination
43
8
The Buyer's Warranties and Undertakings
45
9
Restrictive Covenants
47
10
Tax Provisions
50
11
Insurance
50
12
Confidential Information
51
13
Employees and Transaction Costs
52
14
Pensions
54
15
Payments
54
16
Announcements
55
17
Further Assurances
57
18
Costs
57
19
Separation Issues
57
20
Records and Assistance Post-Completion
60
21
General
61
22
Entire Agreement
62
23
Assignment
64
24
Notices
65
25
Governing Law and Jurisdiction
66
26
Counterparts
66
Schedule 1 Shares and Price
67
Schedule 2 Information about the Companies and the Subsidiary Undertakings
68
Part A The Companies
68
Part B The Subsidiary Undertakings
70
Schedule 3 Completion Requirements
73
Schedule 4 RBS Warranties
76
Schedule 5 Limitations on the Liability of RBS
94
Schedule 6 Tax Provisions
107
 
 
 
 

 
Schedule 7 Action Pending Completion
109
Schedule 8 Property
115
Schedule 9 Pension Arrangements
116
Schedule 10 Repayment of RBS Debt
118
Part A Repayment of Estimated RBS Debt at Completion
118
Part B Adjustments to Estimated RBS Debt after Completion
118
Schedule 11 Completion Statement
120
Part A Preliminary
120
Part B Specific Policies
121
Part C Draft Completion Statement
123
Part D Form of Completion Statement
127
Schedule 12 Pre-Completion Obligations
128
 
 
 

 
 
Agreed Form Documents
1
Irrevocable power of attorney
2
Transitional Services Agreement
3
Reverse Transitional Services Agreement
4
Letters of resignation of directors
5
RBS Announcement
6
Buyer's Announcement
7
Transitional Trademark Licence
8
Intellectual Property Deed
9
Lombard Aircraft Transfer Agreements
10
Data Room Index
11
Receivables Reassignment Agreement
Exhibits
1
Exhibit 1: List of Aircraft, Lessors and Lessees
2
Exhibit 2: List of Third Party Assurances
3
Exhibit 3: Accounts
4
Exhibit 4: Interim Balance Sheet
5
Exhibit 5: List of Disclosed Employees
6
Exhibit 6: List of Offer Employees
7
Exhibit 7: ***
8
Exhibit 8: Clean Team Terms
9
Exhibit 9: Report Information
10
Exhibit 10: Pro Forma Completion Statement
11
Exhibit 11: Draft Lombard Head Lease
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 

 
 
THIS AGREEMENT is made in London at           on 16 January 2012
 
BETWEEN :
 
(1)
THE ROYAL BANK OF SCOTLAND PLC , a company incorporated in Scotland (registered no. SC090312), whose registered office is at 36 St Andrew Square, Edinburgh, EH2 2YB (" RBS "); and
 
(2)
SUMITOMO MITSUI BANKING CORPORATION , a company incorporated in Japan, with offices at 1-2, Marunouchi 1-chome, Chiyoda-ku Tokyo 100-0005 (the " Buyer ").
 
THE PARTIES AGREE as follows:
 
1.
INTERPRETATION
 
1.1
In this Agreement:
 
" Accounts " means the audited balance sheet, profit and loss account, cash flow statement and the notes thereto of each Company as at and for the period ended on the Last Accounting Date, and as set out in Exhibit 3;
 
" Acquired Rights Directive " means the Acquired Rights Directive 77/187 EC, as amended by the Acquired Rights Directive (90/50/EC) and consolidated by the Acquired Rights Directive 2001/23/EC (as it may be further amended, re-enacted or extended or consolidated from time to time);
 
" Act " means the Companies Act 2006;
 
" Additional Debt Amount " has the meaning given in clause 4.10.1;
 
" Affiliate " means, in relation to either party, any subsidiary undertaking or parent undertaking of that party and any subsidiary undertaking of any such parent undertaking, in each case from time to time but excluding in the case of RBS:
 
 
(a)
the United Kingdom government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof); and
 
 
(b)
any persons or entities controlled by or under common control with the United Kingdom government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) other than The Royal Bank of Scotland Group plc and each of its subsidiaries or subsidiary undertakings;
 
" Affiliate Transaction " has the meaning given in clause 19.11;
 
" Affiliate Transaction Indemnity " means the indemnity provided by RBS in the terms set out in clause 6.2 in respect of matters set out in sub-clause 6.2.2 of clause 6.2;
 
 
- 1 -

 
 
" Affiliate Transaction Indemnity Claim " means a Relevant Claim under the terms of the Affiliate Transaction Indemnity;
 
" Agreed Rate " means *** per cent. above the base rate from time to time of RBS;
 
" Aircraft " means each of the aircraft set out in Part A of Exhibit 1 and an " Aircraft " means any of them;
 
" Aircraft Leasing " means to the extent consistent in all material respects with Business Practices (i) the leasing of any aircraft, engine or component part; (ii) the procurement of any maintenance, storage or insurance; (iii) the sale or purchase of any engine or component part; provided that in the case of (ii) and (iii) such activity relates to the redelivery of an aircraft under a lease or transition from one lease to another lease;
 
" Airspeed Servicing Agreement " means the Servicing Agreement dated as of 27 June 2007 between RBS Aerospace Limited, as servicer, Airspeed Limited, Ambac Assurance Corporation, Assured Guaranty Corp, and the parties named in the Annex to such agreement;
 
" Anti-Bribery Laws " means, to the extent applicable to the Group Companies from time to time, the US Foreign Corrupt Practices Act 1977, as amended, and any rules and regulations thereunder and the Bribery Act 2010;
 
" Assignor " has the meaning given in clause 23.2;
 
" Australia " means the Commonwealth of Australia;
 
***
 
" Business " means the business of providing commercial passenger jet aircraft operating leases (including the trading and lease management of commercial passenger jet aircraft and/or engines as a part of such commercial passenger jet operating lease business) carried on by the Group Companies as at the date of this Agreement and, in respect only of the Lombard Aircraft, by Lombard, as at the date of this Agreement;
 
" Business Day " means a day other than:
 
 
(a)
a Saturday or Sunday; or
 
 
(b)
a public holiday in England and Wales, New York City, Ireland or Tokyo; or
 
 
(c)
in relation to time limits relevant for a Filing Date any public holiday in the relevant jurisdiction where such merger filing or any other government filing has to be made; or
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 2 -

 
 
 
(d)
in relation to any date for payment or purchase of EUR, any day that is not a TARGET Day;
 
" Business Deterioration " has the meaning given in paragraph 4.2 of Schedule 4;
 
" Business Practices " means the practice, processes and procedures applied by the Group in conducting its business in the ordinary course, having regard to previous practice in the 12 months prior to the date of this Agreement;
 
" Buyer's Account " means the Buyer's bank account that the Buyer notifies to RBS not less than 5 Business Days in advance of any relevant payment into such account;
 
" Buyer's Announcement " means the announcement in the agreed form to be made by or on behalf of the Buyer as soon as practicable following the signing of this Agreement;
 
" Buyer's Breach " has the meaning given in clause 7.6;
 
" Buyer's Conditions " means the conditions set out in clause 3.1 other than clause 3.1.10 and " Buyer's Condition " means any one of them;
 
" Buyer's Group Undertaking " means the Buyer or an undertaking which is, from time to time, a subsidiary undertaking or a parent undertaking of the Buyer or a subsidiary undertaking of any such parent undertaking and includes, for the avoidance of doubt each Group Company after Completion;
 
" Buyer Relief " means:
 
 
(a)
any Relief to the extent taken into account as an asset in the Completion Statement or taken into account in computing (and so reducing or eliminating) any allowance, provision or reserve in the Completion Statement (including deferred tax) and thereby increasing, in each case, the Final Share Price from what it would otherwise have been; and
 
 
(b)
any Relief which is not available before Completion that arises to a Group Company as a consequence of, or by reference to an Event occurring, or deemed, for the purpose of any Taxation, to occur, after Completion;
 
" Buyer's Warranties " means the statements contained in clause 8.1;
 
" Cash " means the lesser of:
 
 
(a)
the aggregate of each Group Company's cash equivalents and cash (whether in hand or credited to any account of any banking, financial, acceptance credit, lending or other similar institution or organisation, including amounts relating to (i) maintenance contributions received from lessees including, for the avoidance of doubt, *** (ii) security deposits received from lessees (iii) receivables collected by a Group Company the benefit of which had been
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 3 -

 
 
previously sold to a third party under any Receivables Financing and (iv) security deposits made by any Group Company in connection with the Exim Financing but excluding in each case any RBS Deposits) as at the Completion Time and expressed in US Dollars; and
 
 
(b)
US$***
 
in either case to be set out in the Completion Statement;
 
" Cash Free Debt Free Price " means:
 
 
(a)
US$7,208,000,000, less
 
 
(b)
the aggregate of:
 
 
(i)
(if *** have not been obtained prior to Completion) US$***;
 
 
(ii)
(if at Completion *** has not been obtained in relation to ***) an amount equal to *** payable by a Group Company as a result of *** (but for the avoidance of doubt, not including ***) in accordance with the terms of the applicable ***; and
 
 
(iii)
(if at Completion *** have not been obtained in relation to ***) an amount equal to *** payable by a Group Company as a result of *** (but for the avoidance of doubt, not including ***) in accordance with the terms of the applicable ***,
 
in aggregate and apportioned between the Shares as set out in Schedule 1;  
 
" *** Scheme " means the defined contribution pension scheme operated by RBS Aerospace Limited in respect of ***;
 
" CFC " means the Mexican Federal Antitrust Commission (Comision Federal de Competencia);
 
" Clean Team " has the meaning given in paragraph 4.1 of Schedule 7;
 
" Commission " has the meaning given in clause 3.1.1(a);
 
" Companies " means:
 
 
(a)
RBS Aerospace Limited;
 
 
(b)
RBS Aerospace UK; and
 
 
(c)
RBS Australia Leasing,
 
and a " Company " means any one of them;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 4 -

 
 
" Company Key Employee " means each of ***;
 
" Competition Authority " has the meaning given to it in paragraph 18.1 of Schedule 4;
 
" Competition Law " has the meaning given to it in paragraph 18.1 of Schedule 4;
 
" Completion " means completion of the sale and purchase of the Shares in accordance with this Agreement;
 
" Completion Date " has the meaning given in clause  4.1, subject always to clause 4.2;
 
" Completion Statement " means the completion statement prepared in accordance with clause 2.9 and Schedule 11;
 
" Completion Time " means 23:59 on the last day of the calendar month immediately prior to the Completion Date;
 
" Conditions " means the Buyer's Conditions and the RBS Condition and " Condition " means any one of such Conditions;
 
" Confidentiality Agreement " means the agreement between RBS and the Buyer dated 11 August 2011 relating to the provision of the Information;
 
" Constitutional Documents " means the constitutional documents of each Group Company, as set out in sub-folder 'Phase 1 Data Room > C. Corporate Documentation > 3. Corporate documents' of the Data Room;
 
" Contingent Liability Policy " means collectively the following insurance policies, and any replacement or renewal thereof prior to the Completion Date procured by RBS Aerospace Limited (from Aon Limited Aviation as broker) specifically to insure against contingent liabilities in respect of aircraft, engines and parts:
 
 
(a)
Policy Number AG1157091 (in respect of Aviation Hull and Spare Engine Deductible Cover);
 
 
(b)
Policy Number AG1157092 (in respect of Hull and Spares War and Allied Perils Cover);
 
 
(c)
Policy Number AG1157093 (in respect of Hull and Spares All Risks and Liability Cover); and
 
 
(d)
Policy Number AG1157094 (in respect of Aviation War, Hi-Jacking and Other Perils Excess Cover);
 
" Corporate Jet " has the meaning given in paragraph 5 of Schedule 12;
 
" Corporate Jet Sale " has the meaning given in paragraph 5 of Schedule 12;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 5 -

 
 
" Corporations Act 2001 " means the Corporations Act 2001, an act of Australia;
 
" CTA 2010 " means the Corporation Tax Act 2010;
 
" Current Employer " has the meaning given in clause 13.5;
 
" Data Room " means each of the documents and other information relating to the Transaction made available by RBS, as listed on the Data Room Index;
 
" Data Room Index " means the index of the Data Room in the agreed form attached to the Disclosure Letter;
 
" Delivery " means delivery to the relevant Lessee under the relevant Lease Documents;
 
" Delivery Date " means the date on which an Aircraft is delivered to the relevant Lessee under the relevant Lease Documents;
 
" Disability Schemes " means the Lombard Ireland Income Protection Plan and the disability arrangements under the insured element of the RBS Group Ireland Retirement Savings Plan;
 
" Disclosed Employee " means each individual who is employed by a Group Company or who works in the Business (whether employed by a Group Company or by a RBS Group Undertaking) as at the date of this Agreement as listed in Exhibit 5;
 
Disclosed Schemes " means the Disability Schemes, the Irish Schemes, the Shanghai Supplementary Pension Plan, the RBS plc Pension Plan (employees based in China), The Royal Bank of Scotland plc (Hong Kong Branch) Retirement Plan, the Central Provident Fund (Singapore), the Retirement Benefit Plan (Japan), the 401(k) Plan (US), the RBS Americas Pension Plan and " Disclosed Scheme " means any one of them
 
" Disclosure Letter " means the letter from RBS to the Buyer in relation to the Warranties having the same date as this Agreement the receipt of which has been acknowledged by the Buyer;
 
" Dispute " has the meaning given in clause 25.2;
 
" Draft Completion Statement " has the meaning given in paragraph 1 of Part C of Schedule 11;
 
" ECA/Ex-Im Financings " has the meaning given in paragraph 1.7 of Schedule 7;
 
" ECA Financings " means:
 
 
(a)
the financing arrangements for certain Group Companies entered into in June 2009 in relation to 11 Aircraft, set out in sub-folder 'Phase 3 – Data Room > C. Funding and Liquidity > 1. ECA Facility (2009)' of the Data Room; and
 
 
(b)
the financing arrangements for certain Group Companies entered into in February 2011 in relation to 2 Aircraft set out in sub-folder 'Phase 3 – Data Room > C. Funding and Liquidity > 3. ECA Facility (2010)' of the Data Room,
 
 
- 6 -

 
 
in each case, supported by guarantees from Compagnie Française d'Assurance pour le Commerce Exterieur and The Secretary of State of Her Britannic Majesty's Government acting by the Export Credits Guarantee Department;
 
" ECA Financings Amount " means all amounts outstanding in connection with the ECA Financings on the Completion Date (including amounts of principal and any accrued and unpaid interest);
 
" Employee Transfer Legislation " means (a) in relation to the United Kingdom the Transfer Regulations; (b) in relation to any other EU member states any national legislation implementing the Acquired Rights Directive; and (c) in relation to any non-EU member state, any national or local legislation that is broadly similar in effect to the provisions of the Acquired Rights Directive;
 
" Employing Entity " means the entity which currently employs the relevant Offer Employee;
 
" Encumbrance " means a Security Interest or right exercisable by a third party having similar effect;
 
" Engine " means each of the engines installed on an Aircraft at Delivery and any permanent replacement thereof in accordance with the terms of the relevant Lease Documents;
 
" Environment " means all or any of the following media, namely air (including air inside buildings and other natural and man-made structures above or below ground), water, land (including natural and man-made structures) and all living organisms (including humans);
 
" Environmental Law " means any European Union, national or local law concerning the pollution or protection of the Environment, except in relation to town and country planning or zoning, in force at the date of this Agreement;
 
" Estimated Cash " means, the lesser of:
 
 
(a)
the aggregate of each Group Company's cash equivalents and cash (whether in hand or credited to any account of any banking, financial, acceptance credit, lending or other similar institution or organisation, including amounts  relating to (i) maintenance contributions received from lessees including, for the avoidance of doubt, *** (ii) security deposits received from lessees (iii) receivables collected by a Group Company the benefit of which had been previously sold to a third party under any Receivables Financing and (iv) security deposits made by any Group Company in connection with the Exim Financing but excluding in each case any RBS Deposits) as at the Completion Time and expressed in US Dollars as estimated in good faith by RBS (but without liability for such estimate); and
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 7 -

 
 
 
(b)
US$***;
 
" Estimated Operating Lease Assets " means the amount of Operating Lease Assets as estimated in good faith by RBS (but without liability for such estimate);
 
" Estimated RBS Debt " means the amount of RBS Debt as estimated in good faith by RBS (but without liability for such estimate);
 
" Estimated RBS Deposits " means the amount of RBS Deposits as estimated in good faith by RBS (but without liability for such estimate);
 
" Estimated UK Lessor Tax Adjustment " means the amount of the UK Lessor Tax Adjustment as estimated in good faith by RBS (but without liability for such estimate);
 
" Estimated Working Capital " means the amount of Working Capital estimated in good faith by RBS (but without liability for such estimate);
 
" EU " means the European Union;
 
" EU Merger Regulation " has the meaning given in clause 3.1.1(a);
 
" Event " means an event, act, transaction or omission;
 
" Exchange Rate " means for a particular currency for a particular day, the rate for the conversion of that currency into US Dollars which appears on Reuters page “FX Fix Summary” showing as having been fixed at 15:30, London time, for the required currency pair (noting that the displayed rate may require inverting for inclusion in a conversion calculation); or if no such rate exists, the arithmetic average of the rates on this same page having been fixed at 15:00 and 16:00; or if no such rate exists, the rate published on Bloomberg page “BFIX” showing as having been fixed at 15.30, London time for the required currency pair, with respect to a particular currency for a particular day;
 
" Excluded Transactions " means:
 
 
(a)
the Ulster Bank Sub-lease;
 
 
(b)
the documents entered into to effect the Pro Forma Transactions;
 
 
(c)
the *** entered into in relation to each of ***;
 
 
(d)
the MOU Termination Agreement;
 
 
(e)
the head lease agreements between Lombard and RBS Aerospace Limited in relation to one or more of the Lombard Aircraft substantially in the form set out in Exhibit 11;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 8 -

 
 
 
(f)
the reassignment agreement between RBS Aerospace Limited and RBS in relation to the Receivables Purchase Agreement dated 21 June 2006 in the agreed form; and
 
 
(g)
arrangements relating to bank accounts held by any RBS Group Undertaking in the name of any Group Company;
 
" Exhibits " shall mean the Exhibits to this Agreement, and " Exhibit " means any one of them;
 
" Exim Financing " means the financing arrangements for RBS Aerospace Limited entered into in December 2009 in relation to 15 Aircraft, supported by a guarantee from Export-Import Bank of the United States of America, set out in sub-folder 'Phase 3 – Data Room > C. Funding and Liquidity > 2. Exim Facility (2009)' of the Data Room;
 
" Exim Financing Amount " means all amounts outstanding in connection with the Exim Financing on the Completion Date (including amounts of principal and any accrued and unpaid interest);
 
" Extended Completion Date " has the meaning given in clause 4.6.2;
 
" Extended Longstop Date " has the meaning given in clause 3.10;
 
" FATA " has the meaning given in clause 3.1.7;
 
" Filing " has the meaning given in clause 3.2;
 
" Filing Date " means the date which is 20 Business Days after the date of this Agreement;
 
" Final Share Price " has the meaning given in clause 2.2;
 
" Financed Aircraft " means the Aircraft numbered 3, 4, 7, 8, 13, 41, 53, 57, 58, 65, 78, 79, 80, 89, 90, 112, 117, 118, 124-135 (inclusive), 171, 172, 177, 182, 202 and 203 in Part A of Exhibit 1;
 
" Financial Debt " means borrowings and indebtedness in the nature of borrowing (including by way of acceptance credits, discounting or similar facilities, loan stock, bonds, debentures, notes, overdrafts or any other similar arrangements the purpose of which is to raise money and interest thereon but not the receipt of trade credit in the ordinary course of business);
 
" Financing Document " means any of the documents in sub-folder 'Phase 3 – Data Room > C. Funding and Liquidity' of the Data Room;
 
" Firm " has the meaning given in paragraph 6 of Part C of Schedule 11;
 
" Fundamental Warranties " means those warranties set out in paragraphs 1.1.2 (capacity to sell), 1.2 (binding agreements), 2.1.1 (ownership of Shares), 2.1.2 (Shares comprise entire share capital), 2.1.3 (no Encumbrance over Shares), 2.1.4 (no agreement to allot), 2.2.2, 2.2.5, 2.2.6 and 2.2.7 (ownership of Subsidiary
 
 
- 9 -

 
 
 
Undertakings), and 6.2 (ownership of Aircraft and Engines) of Schedule 4 and " Fundamental Warranty " means any one of the Fundamental Warranties;
 
" Fundamental Warranty Claim " means a claim by the Buyer or any Buyer's Group Undertaking pursuant to clause 5.1 in respect of any Fundamental Warranty;
 
" Gate Quay Joint Venture " means the 50:50 joint venture entered into between Rolls Royce plc and Royal Bank Leasing Limited which is managed by Rolls Royce plc and conducts a commercial aircraft engine leasing business through Gate Leasing Limited, an English company, registered number 5000724;
 
" Governmental Agency " has the meaning given to it in clause 3.3.2;
 
" Group " means the Companies and the Subsidiary Undertakings;
 
" Group Business Information " means:
 
 
(a)
all information owned or held by or relating exclusively to the Business (which for the avoidance of doubt shall exclude any information relating to the arranging or providing of any form of finance in relation to aircraft other than the Financing Documents) (in whatever form held) including all:
 
 
(i)
designs, specifications, drawings, know-how, manuals and instructions;
 
 
(ii)
customer lists and data, sales, renewals, marketing and promotional information;
 
 
(iii)
business plans and forecasts;
 
 
(iv)
technical or other expertise; and
 
 
(v)
accounting and tax records, correspondence, orders and enquiries; and
 
 
(b)
all information relating to the Lombard Aircraft,
 
but in each such case excluding any information which is RBS Business Information (in whatever form);
 
" Group Company " means a Company or a Subsidiary Undertaking;
 
" Group Relief Letters " means the letter agreements relating to surrenders of group relief entered into between (i) RBS and RBS Aerospace Limited and (ii) RBS and RBS Aerospace UK, in each case dated the same date as this Agreement;
 
" Guarantee Continuation Period " has the meaning given in paragraph 1.3.5 of Schedule 12;
 
" HSR Act " has the meaning given in clause 3.1.2;
 
" IASB " means the International Accounting Standards Board;
 
" IFRS " means the body of pronouncements issued by the IASB, including International Financial Reporting Standards and associated interpretations issued by
 
 
- 10 -

 
 
the IASB and International Accounting Standards and associated interpretations as adopted for use in the European Union;
 
" Information " has the meaning given in the Confidentiality Agreement;
 
" Information Technology " means computer hardware, software, systems and networks;
 
" Initial Consideration " means an amount equal to:
 
 
(a)
the Cash Free Debt Free Price; minus
 
 
(b)
Third Party Debt; minus
 
 
(c)
Estimated RBS Debt; plus
 
 
(d)
Estimated Cash; plus
 
 
(e)
Estimated Operating Lease Assets; minus
 
 
(f)
Target Operating Lease Assets; plus
 
 
(g)
Estimated Working Capital; minus
 
 
(h)
Target Working Capital; and minus
 
 
(i)
Estimated UK Lessor Tax Adjustment;
 
" Intellectual Property " means patents, registered and unregistered designs, copyright, database rights, trade marks and trading names, internet domain names, and other rights of the same or similar effect as any of the foregoing anywhere in the world, in each case whether registered or not, including pending applications for registration of such rights;
 
" Intellectual Property Deed " means the intellectual property deed in the agreed form to be entered into between RBS and RBS Aerospace Limited at Completion in relation to the assignment of certain intellectual property rights;
 
" Interim Balance Sheet " means the combined, unaudited balance sheet for the Group as at 30 September 2011, and prepared as if the Pro Forma Transactions and the transfer to a Group Company of the Lombard Aircraft set out in Part A of Exhibit 1 and the payment of a dividend of US$215,000 by RBS Aerospace Ireland Leasing 2 Limited had each taken place prior to 30 September 2011, in the form set out in Exhibit 4;
 
" Interim Customer Deposits " means:
 
 
(a)
the principal amount of security deposits received by any Group Company from lessees in cash and deposits received by any Group Company in cash under letters of intent relating to aircraft sales in each case as at 30 September 2011 to the extent that such deposits are repayable to any third party, together with, in each case accrued interest thereon at the prevailing rate of interest
 
 
 
- 11 -

 
 
relating to the relevant deposit or the contractually stipulated rate, to the extent that such interest is repayable to any third party; and
 
 
(b)
maintenance contributions received by any Group Company in cash as at 30 September 2011, together with accrued interest thereon at the prevailing rate of interest relating to the relevant deposit or the contractually stipulated rate, to the extent that such interest is repayable to any third party, and stated net of amounts not expected to be either: (i) repaid to the lessee; or (ii) used in the connection with the maintenance of Aircraft or Engines,
 
in each case applying the principles, policies, treatments, practices and categorisations adopted in calculating "Customer Deposits" in the Accounts of RBS Aerospace Limited;
 
" Interim Operating Lease Assets " means those assets of the Group Companies as at 30 September 2011, determined by applying the principles applied in calculating "Assets for hire under operating leases" in the Accounts of RBS Aerospace Limited, and shall include capitalised interest and other capitalised amounts;
 
" Interim RBS Debt " means the aggregate amount owed as at 30 September 2011 by each Group Company to any RBS Group Undertaking (other than another Group Company) expressed in US Dollars, whether arising as a result of:
 
 
(a)
the repayment of any Financial Debt owed as at that date by each Group Company to any RBS Group Undertaking (other than another Group Company) including amounts of principal, accrued and unpaid interest and costs and expenses, but excluding breakage costs and prepayment fees (if any) relating thereto or to any related hedging arrangements; or
 
 
(b)
goods or services provided by a RBS Group Undertaking (other than another Group Company) to a Group Company; or
 
 
(c)
any recharge made by a RBS Group Undertaking (other than a Group Company) to a Group Company of the relevant part of any cost or expense incurred by any RBS Group Undertaking (other than a Group Company) in respect of any service provided for the benefit of a Group Company; less
 
 
(d)
the aggregate amount of Financial Debt owed as at 30 September 2011 by each RBS Group Undertaking (other than a Group Company) to any Group Company expressed in US Dollars, including cash arising from the receipt of maintenance contributions and security deposits from Lessees or from the proceeds of sale of aircraft in the ordinary course of business by any Group Company which has been deposited by any Group Company with any RBS Group Undertaking (other than another Group Company), whether or not the benefit of such Financial Debt has been charged, or otherwise made subject to a Security Interest, by a Group Company in favour of any Lessee (excluding, for the avoidance of doubt, ***);
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 12 -

 
 
" Interim Third Party Debt " means the aggregate of:
 
 
(a)
all amounts outstanding in connection with the ECA Financings as at 30 September 2011 (including amounts of principal and any accrued and unpaid interest);
 
 
(b)
all amounts outstanding in connection with the Exim Financing as at 30 September 2011 (including amounts of principal and any accrued and unpaid interest); and
 
 
(c)
the aggregate of the outstanding balances of the Receivables Financings as at 30 September 2011, including any amounts due and payable and unpaid on that date pursuant to the terms of the Receivables Financings;
 
" Investee Entity " has the meaning given in clause 9.2.2;
 
" Ireland " means the island of Ireland excluding Northern Ireland;
 
" Irish Schemes " means   Lombard Ireland Ltd Non-Contributory Pension & Death Benefits Plan, The Ulster Bank Pension Scheme (Republic of Ireland), The RBS Group Ireland Retirement Savings Plan and the *** Scheme;
 
" ITAR Helicopters " means:
 
 
(a)
the three (3) Sikorsky S92A helicopters with manufacturer's serial numbers 920034, 920051 and 920052; and
 
 
(b)
the one (1) AgustaWestland AW-139 helicopter with manufacturer's serial number 31209,
 
including, in each case, all engines, rotors and other parts installed thereon;
 
" Japan " means the territory of the state of Japan;
 
" JFSA " has the meaning given in clause 3.1.9;
 
" Last Accounting Date " means 31 December 2010;
 
" Lease Documents " means the lease and any other document entered into between a Lessee and a Lessor in respect of the leasing of an Aircraft in sub-folders 'Phase 3 – Data Room > B. Aircraft Leasing > 2. Asset Level Data', 'Phase 3 – Data Room > B. Aircraft Leasing > 5. Insurance', 'Phase 3 – Data Room > B. Aircraft Leasing > 6. Letters of Credit', 'Project Tess – OEMs > Commitment Letters' and 'Phase 4 – Data Room > Responses to Final Due Diligence > SMBC and Sumitomo Corporation > Miscellaneous Documents' ("Asset Level Data") of the Data Room;
 
" Lessee " means, in respect of an Aircraft, the party set out in Column 4 of Part A of Exhibit 1;
 
" Lessor " means, in respect of an Aircraft, the party set out in Column 3 of Part A of Exhibit 1;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 13 -

 
 
" Local Authority " means (in the case of building regulation) the relevant Building Control Authority in accordance with Section 2(1) of the Building Control Act 1990 and (in the case of planning) the relevant Planning Authority as defined in Section 2(1) of the Planning and Development Act 2000;
 
" Lombard " means Lombard Global Finance Company, a company incorporated in Ireland (registered number 265008), whose registered office is at Third Floor, Ulster Bank Centre, George's Quay, Dublin 2, Ireland;
 
" Lombard Aircraft " means the 4 Aircraft for which Lombard is the Owner, numbered 122, 123, 156, 157 in Part A of Exhibit 1;
 
" Lombard Aircraft Transfer Agreements " means the documents to be entered into between Lombard and RBS Aerospace Limited on the date of this Agreement in relation to the transfer of the Lombard Aircraft in the agreed form;
 
" Longstop Date " means ***, or such later date as RBS and the Buyer may agree;
 
Loss ” means any loss, liability, cost or expense (including reasonable legal and other professional expenses);
 
" Major Damage " has, in respect of an Aircraft or Engines, the meaning given to the term "Major Damage", "Damage Notification Threshold" or any analogous term in the relevant Lease Documents, or if no such term is defined in the relevant Lease Documents, means any hard landing, tail strike or other material damage the cost of rectification of which is reasonably expected by the relevant Lessor to exceed US$750,000;
 
" Material Agreements " has the meaning given in paragraph 11.1 of Schedule 4;
 
" MFLEC " means the Mexican Federal Law of Economic Competition (and regulations thereto);
 
" MOFCOM " has the meaning given in clause 3.1.3;
 
" Month Start Day " means the first Business Day of a calendar month;
 
" MOU Termination Agreement " means the agreement entitled "Termination of Memorandum of Understanding and Assignment of IFSC House Headlease" relating to the termination of the memorandum of understanding in relation to the Property to be entered into between Ulster Bank Group Treasury Limited, RBS Aerospace Limited, Ulster Bank Ireland Limited and the Royal Bank of Scotland plc set out in sub-folder 'Phase 3 – Data Room > H. Miscellaneous > 2. Property – Lease documentation relating to IFSC House of the Data Room;
 
" Name Changes " has the meaning given in clause 8.4;
 
" Netherlands " means the Kingdom of The Netherlands;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 14 -

 
 
 
" New Parent " has the meaning given in paragraph 2.2 of Schedule 12;
 
" Notice " has the meaning given in clause 24.1;
 
" Notice Period " has the meaning given in clause 7.9;
 
" Objection Notice " has the meaning given in paragraph 3 of Part C of Schedule 11;
 
" OEM Amendments " means the following amendments to the OEM Contracts:
 
 
(a)
an amendment to the OEM Contract with Airbus replacing references in Clause 21.22 thereof and any other references therein to "Royal Bank of Scotland Plc" with the following: "Sumitomo Mitsui Financial Group and/or Sumitomo Corporation"; and
 
 
(b)
an amendment to the OEM Contract with Boeing deleting in its entirety from Clause 9.1.5 of the General Terms Agreement the definition of "affiliate" and replacing it with the following: "An "affiliate" of Customer is an entity controlled directly or indirectly by Sumitomo Mitsui Financial Group and/or Sumitomo Corporation";
 
" OEM Contract " means each of the documents set out in sub-folders 'Project Tess – OEMs > Airbus Purchase Agreements (CFM/IAE docs included)' and 'Project Tess – OEMs > Boeing Purchase Agreements (CFM docs included)' of the Data Room;
 
" Offer " has the meaning given in clause 13.5;
 
" Offer Employee " means each individual whose name and employer is listed in Exhibit 6;
 
" Operating Lease Assets " means the amount to be set out at item 5 of the Completion Statement;
 
" Ordered Aircraft " means those aircraft set out in Part B of Exhibit 1;
 
" Overprovision " has the meaning given in paragraph 14.1.1 of Schedule 5;
 
" Owner " means   in respect of any Aircraft the relevant owner or owners, as set out in Column 2 of Part A of Exhibit 1;
 
" Owner Trust Aircraft " means the Aircraft numbered 9, 11, 27, 30, 36, 45-52 (inclusive), 70, 71, 87, 88, 114, 166-170 (inclusive), 194, 199-201 (inclusive) in Part A of Exhibit 1;
 
" Part " means, whether or not for the time being installed on the relevant Aircraft:
 
 
(a)
any component, furnishing or equipment (other than a complete Engine) furnished with such Aircraft on the Delivery Date under the relevant Lease Documents; and
 
 
- 15 -

 
 
 
(b)
any other component, furnishing or equipment (other than a complete Engine) title to which has, or should have, passed to the Owner since Delivery under the relevant Lease Documents,
 
but excludes any such items title to which has, or should have, passed to the Lessee pursuant to the relevant Lease Documents;
 
" Payment Default " has the meaning given in paragraph 6.7.1 of Schedule 4;
 
" Permitted Assignee " has the meaning given in clause 23.2;
 
" Permitted Security Interest "   means:
 
 
(a)
any Security Interest in respect of any Taxes which are either not yet assessed or, if assessed, are not yet due and payable; and
 
 
(b)
any lien of an airport hangar-keeper, mechanic, material-man, carrier, employee or other similar Security Interest arising in the ordinary course of business by statute or by operation of law and which secures obligations that are either (i) not overdue; or (ii) being contested in good faith; and
 
 
(c)
any Security Interest created by, or which is expressly permitted under, the terms of any of the Lease Documents (other than any Security Interests created by or through the relevant Lessor); and
 
 
(d)
any Security Interest which arises over an Aircraft, any Engine or any Part in connection with (i) the actions, omissions, debts or liabilities of the relevant Lessee or other operator or possessor (other than a Group Company) of such Aircraft, Engine or Part or (ii) the operation (including storage, maintenance and parking) of the relevant Aircraft, Engine or Part or any other aircraft operated by a Lessee or other operator or possessor (other than a Group Company) of such Aircraft, Engine or Part, and in the case of each of (i) and (ii), which the applicable Lessee (or any prior lessee) is responsible for removing or for which the applicable Lessee (or any prior lessee) is to indemnify the Lessor under the terms of the applicable Lease Documents (or any prior documents governing the leasing of such Aircraft); and
 
 
(e)
in relation to the assets, properties or revenues of any Group Company other than Aircraft or Engines (or any lease thereof), any other Security Interest arising in the ordinary course of business or by operation of law (other than pursuant to a Financing Document) over such assets, properties or revenues where such Security Interest is not likely on the balance of probabilities to give rise to the sale, forfeiture or loss of the relevant assets, properties or revenues (or any interest therein) or any material impairment in the value thereof.
 
For the avoidance of doubt, each category of Permitted Security Interest is in addition to, and independent of, each other category of Permitted Security Interest;
 
" Plan Rules " means the Rules of the 2010 Long Term Incentive Plan, the 2010 Deferral Plan Rules and the 2009 Deferral Plan Rules as set out in sub-folder 'Phase 3 – Data Room > D. Human Resources > 2. Benefits > 2.5 Share option schemes plans
 
 
- 16 -

 
 
and deferred consideration' of the Data Room as amended from time to time in accordance with their terms;
 
" Policies " has the meaning given in paragraph 9.1 of Schedule 4;
 
" Proceedings " has the meaning given in clause 25.4;
 
" Pro Forma Transactions " means any one or more of the following events, and in each case shall include all actions taken (or omitted to be taken) by RBS or any RBS Group Undertaking (including the Group Companies) at any time prior to Completion (including, for the avoidance of doubt, prior to the date of this Agreement) with respect thereto:
 
 
(a)
all transfers, by RBS Aerospace Limited, to any one or more persons, of equity interests in RBS Aerospace Ireland Leasing 2 Limited; and
 
 
(b)
all transfers of ITAR Helicopters and/or corporate jets, by any Group Company to any one or more persons, after the Last Accounting Date;
 
" Prohibitive Order " has the meaning given in clause 7.9.2;
 
" Property " means the leasehold property, details of which are set out in Schedule 8;
 
" Property Lease " means a lease or sub-lease in respect of the Property;
 
" Property Proceeding " means a civil, criminal, arbitration, administrative or other proceeding concerning the Property;
 
" Protected Asset " has the meaning given in clause 9.2.1;
 
" *** " means the Third Party Assurances between *** and ***, as described in Part B of Exhibit 2;
 
" RBS Account " means the bank account at JPMorgan Chase Bank, N.A., 4 New York Plaza, Floor 15 New York, United States; account number ***; Swift address *** (and/or such other account as RBS may notify to the Buyer not less than 5 Business Days in advance of any relevant payment into such account);
 
" RBS Aerospace Limited " means RBS   Aerospace Limited, a company incorporated in Ireland (registered number 270775), whose registered office is at IFSC House, IFSC, Dublin 1, Ireland;
 
" RBS Aerospace UK " means RBS   Aerospace (UK) Limited a company incorporated in England and Wales (registered number 04985584), whose registered office is at The Quadrangle, The Promenade, Cheltenham GL50 1PX, United Kingdom;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 17 -

 
 
" RBS Announcement " means the announcement in the agreed form to be made by or on behalf of The Royal Bank of Scotland Group plc as soon as practicable following the signing of this Agreement;
 
" RBS Australia Leasing " means RBS Australia Leasing Pty Limited, a company incorporated in Australia (ACN 116 456 065) whose registered office is at Level 28 RBS Tower, 88 Phillip Street, Sydney, NSW 2000, Australia;
 
" RBS Breach " has the meaning given in clause 7.3;
 
" RBS Business Information " means
 
 
(a)
all information relating to a Group Company and Lombard and which does not relate exclusively to the Business (in whatever form held) including all:
 
 
(i)
designs, specifications, drawings, know-how, manuals and instructions;
 
 
(ii)
customer lists and data, sales, renewals, marketing and promotional information;
 
 
(iii)
business plans and forecasts;
 
 
(iv)
technical or other expertise;
 
 
(v)
accounting and tax records, correspondence, orders and enquiries; and
 
 
(vi)
information relating to the arranging or providing of any form of finance in relation to aircraft (other than the Financing Documents);
 
 
(b)
all information of a Group Company relating to corporate jets and helicopters; and
 
 
(c)
all information of a Group Company in respect of which RBS is under a contractual, legal or regulatory obligation to retain within its ownership, possession or control, including information relating to "know your customer" checks undertaken by any RBS Group Undertaking (including any Group Company) on any lessee;
 
" RBS Condition " means the condition set out in clause 3.1.10;
 
" RBS Debt " means:
 
 
(a)
the aggregate amount owed as at the Completion Time by each Group Company to any RBS Group Undertaking (other than another Group Company), whether arising as a result of:
 
 
(i)
the repayment of any Financial Debt owed as at the Completion Time by each Group Company to any RBS Group Undertaking (other than another Group Company) including amounts of principal, accrued and unpaid interest, costs and expenses and breakage costs and prepayment fees (if any) relating thereto or to any related hedging arrangements; or
 
 
- 18 -

 
 
 
(ii)
goods or services provided by a RBS Group Undertaking (other than another Group Company) to a Group Company; or
 
 
(iii)
any recharge made by a RBS Group Undertaking (other than a Group Company) to a Group Company of the relevant part of any cost or expense incurred by any RBS Group Undertaking (other than a Group Company) in respect of any service provided for the benefit of a Group Company,
 
in each case to be shown in the Completion Statement and expressed in US Dollars, other than any Additional Debt Amount which is to be discharged pursuant to clause 4.10.4; less
 
 
(b)
the aggregate amount of the RBS Deposits;
 
" RBS Deposits " means the aggregate amount of Financial Debt owed as at the Completion Time by each RBS Group Undertaking (other than a Group Company) to any Group Company and expressed in US Dollars, including cash arising from the receipt of maintenance contributions and security deposits from Lessees or from the proceeds of sale of aircraft in the ordinary course of business by any Group Company which has been deposited by any Group Company with any RBS Group Undertaking (other than another Group Company), whether or not the benefit of such Financial Debt has been charged, or otherwise made subject to a Security Interest, by a Group Company in favour of any Lessee (excluding, for the avoidance of doubt, ***);
 
***
 
***
 
" RBS Group Company (1) " means International Aviation Management (CI) Limited (a company incorporated in the Cayman Islands with company number 59055) whose registered office is at KPMG Peat Marwick, PO Box 493 GT, Genesis Building, 5 th Floor, Grand Cayman, Cayman Islands;
 
" RBS Group Company (2) " means Royal Bank Leasing Limited (a company incorporated in Scotland with company number SC058013) whose registered office is at 24/25 St Andrew Square, Edinburgh EH2 1AF;
 
" RBS Group Undertaking " means RBS or an undertaking which is, from time to time, a subsidiary undertaking or parent undertaking of RBS or a subsidiary undertaking of any such parent undertaking but excluding:
 
 
(a)
any Group Company with effect from Completion;
 
 
(b)
the United Kingdom government or any member or instrumentality thereof, including Her Majesty's Treasury and UK Financial Investments Limited (or any directors, officers, employees or entities thereof); and
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 19 -

 
 
 
(c)
any persons or entities controlled by or under common control with the United Kingdom government or any member or instrumentality thereof (including Her Majesty's Treasury and UK Financial Investments Limited) other than The Royal Bank of Scotland Group plc and each of its subsidiaries or subsidiary undertakings;
 
" RBS's Solicitors " means Clifford Chance LLP of 10 Upper Bank Street, London E14 5JJ;
 
" Receivables Financings " means the lease receivables financings entered into by RBS Aerospace Limited in June 2006, April 2007, June 2007 and December 2007, set out in sub-folder 'Phase 3 – Data Room > C. Funding and Liquidity > 4. Receivables Financings' of the Data Room;
 
" Receivables Financing Amount " means the aggregate of the outstanding balances of the Receivables Financings on the Completion Date (including any amounts due and payable and unpaid pursuant to the terms of the Receivables Financings), plus any breakage, costs, premiums and prepayment fees payable by any Group Company in relation to the release and termination of any hedging and swap arrangements entered into in connection with a Receivables Financing which are unpaid on the Completion Date;
 
" Records " has the meaning given in clause 20.1;
 
***
 
" Registry Updates " has the meaning given in clause 8.4;
 
" Relevant Accounting Period " has the meaning given in paragraph 1.1 of Schedule 6;
 
" Relevant Amount " has the meaning given in paragraph 14.2 of Schedule 5;
 
" Relevant Claim " means a claim by the Buyer or a Buyer's Group Undertaking under or pursuant to the provisions of clause 5.1, clause 6 or any other provision of this Agreement or any other document entered into pursuant to this Agreement;
 
" Relevant Court " means (a) the High Court of Justice of England and Wales, the Court of Session in Scotland (including for the avoidance of doubt the Commercial Court), the Supreme Court of the United Kingdom or any equivalent court in Northern Ireland; (b) the relevant district court ( Rechtbank ) in the Netherlands; (c) the United States Federal Courts sitting in the District of Columbia and the United States Federal Courts sitting in, and the state courts of, any of the states of Texas, New York, California and Delaware in the United States; (d) the High Court of Ireland; (e) the Federal Court of Australia or the Supreme Court sitting in any state or territory of Australia; or (f) any of the District Courts, the High Courts and the Supreme Court in Japan;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 20 -

 
 
" Relevant Derivative Contracts " means any derivative contract or arrangement (including interest rate or currency swaps or forward contracts) with any RBS Group Undertaking (other than a Group Company) to which a Group Company is party;
 
***
 
" Relevant Insurance Claim " has the meaning given in paragraph 9.2 of Schedule 4;
 
" Relevant Jurisdiction " means the United Kingdom, Ireland, the United States, Australia, Japan or the Netherlands;
 
" Relevant Law " means (i) any national or federal law, statute or legislation or rules or regulation having the force of law of any Relevant Jurisdiction (including, for the avoidance of doubt, the EU to extent such EU law, statute or legislation has direct effect in the United Kingdom, Ireland or the Netherlands but excluding, for the avoidance of doubt, in respect of the United States the laws of any other states of the United States) and (ii) the state laws of the states of Texas, New York, California and Delaware in the United States;
 
" Relevant Tax Percentage " means:
 
 
(a)
in relation to Group Companies that are resident for tax purposes in the United Kingdom, 75%;
 
 
(b)
in relation to Group Companies that are resident for tax purposes in Australia, 70%; and
 
 
(c)
in relation to Group Companies that are resident for tax purposes in Ireland, 87.5%;
 
" Relief " means any loss, relief, allowance, exemption, set-off, deduction, right to repayment or credit or other relief of a similar nature granted by or available in relation to Tax;
 
" Repayment " has the meaning given in paragraph 14.1.2 of Schedule 5;
 
" *** " has the meaning given in paragraph 3 of Schedule 12;
 
" Replacement Guarantor " has the meaning given in paragraph 1.1.1 of Schedule 12;
 
" Reporting Information " has the meaning given in paragraph 4.1 of Schedule 7;
 
" Representation " has the meaning given in clause 22;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 21 -

 
 
" Representatives " means:
 
 
(a)
in the case of RBS, each RBS Group Undertaking and each RBS Group Undertaking's respective directors, officers, employees, agents, advisers and representatives; and
 
 
(b)
in the case of the Buyer, each Buyer's Group Undertaking and each Buyer's Group Undertaking's respective directors, officers, employees, agents, advisers and representatives;
 
" Resigning Officers " has the meaning given in paragraph 1.1.8 of Schedule 3;
 
***
 
" Reverse Transitional Services Agreement " means the agreement in the agreed form under which the Group Companies will provide services to RBS Group Undertakings following Completion;
 
" Schemes " has the meaning given in paragraph 1.5 of Schedule 9;
 
" Security Interest " means any mortgage, charge, pledge, lien, encumbrance, assignment, hypothecation or any other agreement or arrangement having the effect of conferring security;
 
" Sellers " means:
 
 
(a)
RBS;
 
 
(b)
RBS Group Company (1); and
 
 
(c)
RBS Group Company (2),
 
and a " Seller " means any one of them;
 
" Senior Manager " shall mean any person whose basic salary is or (if they were to be offered employment by any Group Company) would be in excess of EUR200,000 per annum;
 
" Sensitive Information " has the meaning given in paragraph 4.1 of Schedule 7;
 
" Settlement Date " has the meaning given in clause 1.9;
 
" Shares " means:
 
 
(a)
500,002 fully-paid ordinary shares of US$1.00 each of RBS Aerospace Limited;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 22 -

 
 
 
(b)
100 fully-paid ordinary shares of US$1.00 each and 2 deferred shares of £1.00 each of RBS Aerospace UK; and
 
 
(c)
35,395,002 fully-paid ordinary shares of 1.00 Australian Dollars each of RBS Australia Leasing,
 
plus any additional shares issued in accordance with clause 4.10 and held by a RBS Group Undertaking other than a Group Company;
 
" Specific Policies " has the meaning given in paragraph 5.1.1 of Part A of Schedule 11;
 
" Straddle Period " has the meaning given in paragraph 1.6 of Schedule 6;
 
" Subscription Amount " has the meaning given in clause 4.10.4;
 
" Subsidiary Undertaking " means a subsidiary undertaking of a Company listed in Part B of Schedule 2 and " Subsidiary Undertakings " means all those subsidiary undertakings;
 
" Sum Recovered " has the meaning given in paragraph 9.2 of Schedule 5;
 
" Supplier " means any supplier of goods or (in the case of RBS) services to a Group Company or any other RBS Group Undertaking;
 
" Surviving Provisions " means clauses 1 (Interpretation), 12 (Confidential Information), 15 (Payments), 16 (Announcements), 18 (Costs), 21.1 (Variation), 21.2 and 21.3 (Waivers, Rights and Remedies), 21.6 (Invalidity), 21.8 (No Third Party Rights), 22 (Entire Agreement), 23 (Assignment), 24 (Notices) and 25 (Governing Law and Jurisdiction);
 
" TARGET2 " means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007;
 
" TARGET Day " means any day on which TARGET2 is open for the settlement of payments in EUR;
 
" Target Operating Lease Assets " means US$***;
 
" Target Working Capital "   means US$***;
 
" Tax " and " Taxation " mean any form of taxation and any levy, duty, charge, contribution, withholding or impost in the nature of taxation (including any related fine, penalty or interest);
 
" Tax Authority " means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal,
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 23 -

 
 
revenue, customs or excise function (including HM Revenue and Customs, The Office of the Irish Revenue Commissioners and the Australian Taxation Office);
 
" Tax Expert " has the meaning given in paragraph 14.5 of Schedule 5;
 
" Tax Saving " has the meaning given in paragraph 14.1.3 of Schedule 5;
 
" Tax Warranty Claim " means a claim by the Buyer or a Buyer's Group Undertaking in respect of either of the Warranties set out in paragraphs 5.1 or 5.9 of Schedule 4;
 
" TCA 1997 " means the Irish Taxes Consolidation Act, 1997;
 
" Third Party Assurance " means guarantees, letters of credit, indemnities, counter-indemnities, sureties, letters of comfort or other financial support commitments or contingent liabilities of any nature;
 
" Third Party Debt " means the aggregate amount of:
 
 
(a)
the ECA Financings Amount;
 
 
(b)
the Exim Financing Amount; and
 
 
(c)
the Receivables Financing Amount;
 
" Third Party Employer " has the meaning given in clause 13.5;
 
" Total Loss " has in respect of an Aircraft or Engine, the meaning given to the term "Total Loss", "Event of Loss", "Casualty Event" or any analogous term in the relevant Lease Documents, or if an Aircraft or Engine is not at the relevant time subject to Lease Documents, means:
 
 
(a)
the actual, constructive, compromised, arranged or agreed total loss of the Aircraft or Engine (including any damage to the Aircraft or requisition for use or hire which results in an insurance settlement on the basis of a total loss); or
 
 
(b)
the Aircraft or Engine being destroyed, damaged beyond economic repair or permanently rendered unfit for normal use for any reason whatsoever; or
 
 
(c)
the requisition of title, confiscation, forfeiture or other compulsory acquisition of title (or similar event) of the Aircraft for any reason by the government of the Aircraft's state of registration or any other authority (whether de jure or de facto); or
 
 
(d)
the hi-jacking, theft, disappearance, seizure or requisition for use or hire of the Aircraft which deprives any person permitted to have possession and/or use of the Aircraft of its possession and/or use for more than sixty (60) consecutive days;
 
" Transaction " means the transaction contemplated by the Transactional Documents;
 
 
- 24 -

 
 
***
 
" Transactional Documents " has the meaning given to it in clause 22;
 
" Transfer Regulations " means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended from time to time;
 
" Transitional Services Agreement " means the transitional services agreement in the agreed form to be entered into between RBS, RBS Aerospace Limited and the Buyer on the date of this Agreement under which RBS Group Undertakings will provide services to Group Companies;
 
" Transitional Trademark Licence " means the trademark licence agreement between The Royal Bank of Scotland Group plc and RBS Aerospace Limited in the agreed form;
 
" Treasurer " has the meaning given in clause 3.1.7;
 
" Turkish Act " has the meaning given in clause 3.1.6;
 
" UK Lessor Tax Adjustment " means the UK Lessor Tax Charge minus the UK Lessor Tax Allowance (whether such amount is a positive or negative number);
 
" UK Lessor Tax Charge " means the undischarged liability in respect of United Kingdom corporation tax as at Completion on the deemed income receipt by RBS Aerospace UK in accordance with section 383 CTA 2010 that arises as a result of a qualifying change of ownership occurring in connection with the sale of the Shares contemplated in this Agreement but disregarding any reduction in such liability arising from the reduction of such deemed income receipt by group relief surrender;
 
" UK Lessor Tax Allowance " means *** the liability in respect of United Kingdom corporation tax on the deemed income receipt by RBS Aerospace UK in accordance with section 383 CTA 2010 that arises as a result of a qualifying change of ownership occurring in connection with the sale of the Shares contemplated in this Agreement but disregarding any reduction in such liability arising from the payment of such tax or from the reduction of such deemed income receipt by expenses, losses, group relief surrender or any other Relief;
 
" UK Scheme " means the RBS Group Pension Fund;
 
" Ulster Bank Sub-lease " means the sub-lease of the Property dated 22 March 2011 and made between Ulster Bank Group Treasury Limited as landlord and RBS Aerospace Limited as tenant;
 
" Undisclosed Employee " has the meaning given in clause 13.4;
 
" United Kingdom " means the United Kingdom of Great Britain and Northern Ireland;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 25 -

 
 
" United States " means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction;
 
" Updated Exhibit 1 " means a document, in the form of Part A of Exhibit 1, showing only the aircraft owned or leased by a Group Company as at the Completion Date.  For the avoidance of doubt, Updated Exhibit 1 shall not include any Aircraft in respect of which a Total Loss has occurred prior to Completion, or any Aircraft or aircraft or Engine or engine disposed of as required or permitted by the terms of any Transactional Document or Schedule 7 of this Agreement, but shall include any aircraft or engines acquired as required or permitted by the terms of any Transactional Document or Schedule 7 of this Agreement;
 
" VAT " means value added tax as provided for in Directive 2006/112/EC (including, in relation to the United Kingdom, value added tax charged in accordance with the provisions of the Value Added Tax Act 1994 and, in relation to Ireland, value added tax charged in accordance with the Ireland Value Added Tax Consolidation Act 2010) and any other Tax of a similar nature, whether introduced in a member state of the European Union in substitution for or in addition to such Tax, or elsewhere (including in relation to Australia, goods and services tax (GST) charged in accordance with the A New Tax System (Goods and Services Tax) Act 1999);
 
***
 
" Warranty " means a statement contained in Schedule 4 and " Warranties " means all those statements;
 
" Warranty Claim " means a claim by the Buyer or a Buyer's Group Undertaking under or pursuant to the provisions of clause 5.1; and
 
" Working Capital " means the amount set out at item 15 in the Completion Statement and determined by adding together items 9 and 10 in the Completion Statement and deducting from the result the aggregate of items 11 to 14 (inclusive) in the Completion Statement.
 
1.2
In this Agreement, a reference to:
 
 
1.2.1
(i) a " subsidiary " or " holding company " is to be construed in accordance with section 1159 (and Schedule 6) of the Act and for the purposes of this definition, a person shall be treated as a member of another person if any of that person's subsidiaries is a member of that other person, or if any shares in that other person are held by a person acting on behalf of it or any of its subsidiaries and (ii) a " subsidiary undertaking " or " parent undertaking " is to be construed in accordance with section 1162 (and Schedule 7) of the Act.  A subsidiary and a subsidiary undertaking shall include any person the shares or ownership interests in which are subject to security and where the legal title
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 26 -

 
 
to the shares or ownership interests so secured are registered in the name of the secured party or its nominee pursuant to such security;
 
 
1.2.2
liability under, pursuant to or arising out of (or any analogous expression) any agreement, contract, deed or other instrument includes a reference to contingent liability under, pursuant to or arising out of (or any analogous expression) that agreement, contract, deed or other instrument;
 
 
1.2.3
a party being liable to another party, or to liability, includes, but is not limited to, any liability in equity, contract or tort (including negligence) or under the Misrepresentation Act 1967;
 
 
1.2.4
a document in the " agreed form " is a reference to a document in a form approved and for the purposes of identification initialled by or on behalf of either party;
 
 
1.2.5
a statutory provision includes a reference to the statutory provision as modified or re-enacted or both from time to time before the date of this Agreement and any subordinate legislation made under the statutory provision (as so modified or re-enacted) before the date of this Agreement;
 
 
1.2.6
a " person " includes a reference to any individual, firm, company, corporation or other body corporate, government, state or agency of a state or any joint venture, association or partnership, works council or employee representative body (whether or not having separate legal personality);
 
 
1.2.7
a person includes a reference to that person's legal personal representatives, successors and permitted assigns;
 
 
1.2.8
a " party " includes a reference to that party's successors and permitted assigns;
 
 
1.2.9
a clause, paragraph or Schedule, unless the context otherwise requires, is a reference to a clause or paragraph of, or Schedule to, this Agreement;
 
 
1.2.10
the singular shall include the plural and vice versa; and reference to one gender include all genders;
 
 
1.2.11
other than for the purposes of Schedule 11, " costs " and/or " expenses " incurred by a person shall not include any amount in respect of VAT comprised in such costs or expenses for which either that person or, if relevant, any other member of the VAT group to which that person belongs is entitled to credit or repayment as input tax;
 
 
1.2.12
any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall in respect of any jurisdiction other than England be deemed to include what most nearly approximates in that jurisdiction to the English legal term and to any English statute shall be construed so as to include equivalent or analogous laws of any other jurisdiction; and
 
 
1.2.13
times of the day is to London time.
 
 
- 27 -

 
 
1.3
The ejusdem generis principle of construction shall not apply to this Agreement.  Accordingly, general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words.  Any phrase introduced by the terms "other", "including", "include" and "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
 
1.4
The headings in this Agreement do not affect its interpretation.
 
1.5
References to US Dollars or US$ are references to the lawful currency from time to time of the United States.
 
1.6
References to EUR or € are references to the lawful currency from time to time of the European Union.
 
1.7
References to £ are references to the lawful currency from time to time of the United Kingdom.
 
1.8
Any monetary sum to be taken into account for the purposes of any Warranty where that sum is expressed in a currency other than US Dollars shall be translated into US Dollars at the Exchange Rate applicable to the balance of all such amounts as are expressed in a currency other than US Dollars on the day immediately preceding the date of this Agreement (or, if such day is not a Business Day, on the Business Day immediately preceding such day).
 
1.9
Where it is necessary to determine whether a monetary limit or threshold referred to in Schedule 5 has been reached or exceeded and the value of the Relevant Claim is expressed in a currency other than US Dollars, the value of that Relevant Claim shall be translated into US Dollars at the Exchange Rate on the date of receipt by RBS of written notification from the Buyer in accordance with paragraph 2 of Schedule 5 of the existence of such claim (or, if such day is not a Business Day, on the Business Day immediately preceding such day). The amount of any sum actually payable by RBS in discharge or settlement of any such Relevant Claim shall be converted into US Dollars (where such amount is expressed in a currency other than US Dollars) at the Exchange Rate on the date of such amount being agreed or finally determined (the " Settlement Date ") provided always that such sum shall continue to be payable even if after conversion into US Dollars the relevant sum at the Settlement Date would be below the relevant monetary limit or threshold referred to in Schedule 5 but if such amount would cause the figure set out in paragraph 1.4 or (as the case may be) paragraph 1.5 of Schedule 5 to be exceeded, such amount shall be reduced pro tanto so as not to cause such figure to be exceeded.
 
1.10
For the purpose of calculating the Initial Consideration or the Final Share Price:
 
 
1.10.1
if any relevant amount recorded in the books of a Group Company is expressed in a currency other than US Dollars, it shall be converted into US Dollars at the Exchange Rate (i) in the case of the Initial Consideration, on the date falling 4 Business Days prior to the Completion Date and (ii) in the case of the Final Share Price, on the Completion Date; and
 
 
- 28 -

 
 
 
1.10.2
where there is an obligation to add or deduct a negative amount, this shall produce the same arithmetic result as deducting or adding respectively the difference between such negative amount and zero.
 
1.11
A reference in Schedule 4 to "so far as RBS is aware" (or other similar references to RBS's awareness) means the actual knowledge as at the date of this Agreement of each of *** and, in respect only of the Warranties contained in paragraph 13 (Employees) and paragraph 14 (Pensions and Other Benefits) of Schedule 4, *** and RBS shall not be required to make any enquiry of any person nor shall RBS be deemed to have knowledge of any matter not within the actual knowledge of such persons.
 
1.12
Other than in relation to paragraph 4.1.1 (c) of Schedule 5, a reference in this Agreement to "so far as the Buyer is aware" (or other similar references to the Buyer's awareness) means the actual knowledge of *** in each case as at the date of this Agreement.
 
2.
SALE AND PURCHASE
 
2.1
RBS agrees to sell (or procure that the relevant Seller sells) and the Buyer agrees to buy the Shares and each right attaching to the Shares at or after Completion, free of any Encumbrance.
 
2.2
The price payable by the Buyer for all of the Shares (the " Final Share Price ") shall be set out in the Completion Statement and shall be an amount equal to:
 
 
2.2.1
the Cash Free Debt Free Price; minus
 
 
2.2.2
Third Party Debt; minus
 
 
2.2.3
RBS Debt; plus
 
 
2.2.4
Cash; plus
 
 
2.2.5
Operating Lease Assets; minus
 
 
2.2.6
Target Operating Lease Assets; plus
 
 
2.2.7
Working Capital; minus
 
 
2.2.8
Target Working Capital; and minus
 
 
2.2.9
UK Lessor Tax Adjustment.
 
2.3
If the Initial Consideration is greater than the Final Share Price, RBS shall pay the difference to the Buyer.  If the Initial Consideration is less than the Final Share Price, the Buyer shall pay the difference to RBS.  In either case the relevant payment shall be made within 5 Business Days of the determination of the Completion Statement
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 29 -

 
 
together with interest at the Agreed Rate for the period from the Completion Date to the date of actual payment.
 
2.4
Any payment made pursuant to this Agreement, save for those made pursuant to clauses *** and ***, shall (subject to clause 2.5) be made on the following basis:
 
 
2.4.1
if it is specifically referable to any particular Shares it shall so far as possible adjust the price paid for such Shares;
 
 
2.4.2
otherwise, it shall adjust the price for such other Shares as RBS and the Buyer agree to be appropriate in the circumstances; or in the absence of such agreement it shall adjust pro rata the price paid for the Shares.
 
2.5
If any payment made pursuant to this Agreement would reduce the price of the Shares of a particular Company to less than US$1, then such payment or adjustment shall be made on the following basis:
 
 
2.5.1
the price of those Shares shall be reduced to US$1; and
 
 
2.5.2
the balance shall adjust the price for the other Shares as RBS and the Buyer agree to be appropriate in the circumstances or, if they do not agree, it shall adjust pro rata the price paid for the other Shares, provided that in each case the price for such other Shares at the relevant time is not reduced to less than US$1.
 
2.6
RBS waives all rights of pre-emption and other restrictions on transfer over the Shares conferred on it and will procure that each of the Sellers waives all rights of pre-emption and other restrictions over the Shares conferred on them and that all such rights (if any) conferred on any other person are waived no later than Completion so as to permit the sale and purchase of the Shares.
 
2.7
RBS covenants with the Buyer that RBS has the right to procure the sale and transfer, and that the relevant Seller has the right to sell and transfer, to the Buyer the full legal and beneficial interest in the Shares listed in Schedule 1 as being held by such Seller on the terms set out in this Agreement. For the avoidance of doubt, Part I of the Law of Property (Miscellaneous Provisions) Act 1994 shall not apply for the purposes of this clause 2.
 
2.8
The provisions of Part B of Schedule 10 shall apply in respect of the repayment of RBS Debt and the parties agree to comply with their respective obligations thereunder.
 
2.9
The provisions of Schedule 11 shall apply in respect of the preparation and determination of the Completion Statement and the parties agree to comply with their respective obligations thereunder.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 30 -

 
 
 
3.
CONDITIONS
 
3.1
Completion is conditional on the following Conditions being satisfied in accordance with this Agreement:
 
 
3.1.1
the occurrence of one of the following events:
 
 
(a)
the European Commission (the " Commission ") issuing a decision under Article 6(1)(a) of Council Regulation (EC) 139/2004 (the " EU Merger Regulation "), declaring that the Transaction falls outside the scope of the EU Merger Regulation;
 
 
(b)
the Commission issuing a decision under Article 6(1)(b), Article 8(1) or Article 8(2) of the EU Merger Regulation, or being deemed to have done so under Article 10(6) of the EU Merger Regulation, declaring the Transaction compatible with the internal market, and if any request has been made by an EU Member State under Article 9(2) of the EU Merger Regulation the Commission confirming that it will not refer the Transaction (or any part thereof) or any matter relating thereto, to a competent authority of such Member State under Article 9(1) of the EU Merger Regulation; or
 
 
(c)
after the referral or deemed referral by the Commission under Articles 9(1) or 9(5) of the EU Merger Regulation respectively of all or part of the Transaction to the competent authority of one or more EU Member States:
 
 
(i)
if all of the Transaction is so referred, the issuing by the said competent authority or authorities of a decision or decisions which satisfy (or together satisfy) clause 3.1.1(a) or clause 3.1.1(b) above (those clauses being interpreted mutatis mutandis); or
 
 
(ii)
if part of the Transaction is so referred the making by the said competent authority or authorities of a decision or decisions which in conjunction with a decision of the Commission, together satisfy clause 3.1.1(a) or clause 3.1.1(b) above (those clauses being interpreted mutatis mutandis);
 
 
3.1.2
any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any regulations made thereunder (" HSR Act ") relating to the Transaction has expired or been terminated;
 
 
3.1.3
the Chinese Ministry of Commerce (" MOFCOM ") issuing a notice approving the Transaction; or the expiry of the statutory waiting period following the filing of the merger notification relating to the Transaction by the Buyer with MOFCOM;
 
 
3.1.4
the Competition Commission or the Competition Tribunal of South Africa approving the Transaction (or being deemed to have done so) under the applicable competition legislation;
 
- 31 -

 
 
 
3.1.5
the acceptance by the Kore an Fair Trade Commission of the business combination report filed by the Buyer under the Monopoly Regulation and Fair Trade Act relating to the Transaction within the 30 days waiting period specified by the said Act (or any extension thereof), or the expiry of such period with no decision being issued by the said Commission;
 
 
3.1.6
the Turkish Competition Board issuing a decision pursuant to the Act on the Protection of Competition (Law No. 4054 dated 7 December 1994 as amended by Law No. 5388 dated 2 July 2005) (the " Turkish Act ") and Communique No. 1997/1 on the Mergers and Acquisitions Calling for the Authorisation of the Competition Board (as amended), stating that the Transaction is not subject to notification or approving the Transaction after a preliminary or final investigation; or the statutory waiting period of 30 days specified in Article 10 of the Turkish Act (or any extension thereof) expiring without the Turkish Competition Board responding or taking any action in relation to the Transaction;
 
 
3.1.7
the Treasurer of the Commonwealth of Australia (the " Treasurer ") becoming precluded under s.25 of the Foreign Acquisitions and Takeovers Act 1975 (" FATA ") from being empowered to make an order under Part II of FATA in relation to the Transaction or any matter arising therefrom, or the issue by or on behalf of the Treasurer of a notice in writing under FATA indicating that the Treasurer has no objection to the Transaction;
 
 
3.1.8
the Transaction having been notified to the CFC for clearance under the MFLEC and the occurrence of one of the following events:
 
 
(a)
the CFC notifying RBS or the Buyer that it does not have jurisdiction to review the Transaction under the MFLEC;
 
 
(b)
the suspensory waiting period of 10 business days which is specified in the MFLEC, or any extension thereof, having expired, without the CFC having issued any resolution that the Transaction shall not complete until the CFC issues its final clearance decision; or
 
 
(c)
the CFC having issued its final clearance decision, the CFC having earlier issued a resolution that the Transaction shall not complete until the CFC issues its final clearance decision;
 
 
3.1.9
either
 
 
(a)
the Financial Services Agency of Japan (the " JFSA ") has approved the Transaction as and to the extent required; or
 
 
(b)
if such approval is not required, each of the Buyer and Sumitomo Mitsui Financial Group, Inc has submitted notification of the Transaction to the JFSA and the JFSA has confirmed acceptance of the notification,
 
in each case in accordance with the Banking Act of Japan and applicable laws and regulations thereunder; and
 
 
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3.1.10
title to the ITAR Helicopters being transferred by RBS Aerospace Limited to any other person (other than a Group Company).
 
3.2
Each of RBS and the Buyer shall use all commercially reasonable efforts to achieve satisfaction of the Buyer's Conditions as soon as possible after the date of this Agreement and in any event not later than 5.00 pm on the Longstop Date (or, in the event of RBS or the Buyer serving notice on the other in accordance with clause 3.10, the Extended Longstop Date). The Buyer shall bear any fees and other costs incurred by it or its Representatives in relation to any merger control or JFSA notification, application and filing (each a " Filing ") that is required in connection with the Buyer's Conditions.
 
3.3
Without prejudice to the foregoing, the Buyer agrees that its obligation pursuant to clause 3.2 above to use all commercially reasonable efforts to satisfy the Buyer's Conditions includes:
 
 
3.3.1
promptly complying with all obligations arising under, and acting in good faith in relation, to clauses 3.4 and 3.5;
 
 
3.3.2
promptly dealing with all requests and enquiries from any government, governmental, regulatory, supranational or trade agency, court, department or body (" Governmental Agency "), in consultation with RBS, and providing all information required by any Governmental Agency to such Governmental Agency; and
 
 
3.3.3
offering to take and taking all commercially reasonable steps, at its sole cost, to obtain any Governmental Agency consent, approval or action required in order to complete the Transaction.
 
3.4
RBS and the Buyer shall cooperate with each other in the timely preparation, submission and pursuit of all necessary Filings in connection with the satisfaction of the Buyer's Conditions, and in relation to any action taken by the Buyer pursuant to clause 3.3 including (so far as permitted under applicable law or regulations):
 
 
3.4.1
ensuring that all information reasonably necessary for making any Filings (including draft versions) made in respect of the Buyer's Conditions (or responding to any request for further information consequent upon such Filings) is supplied promptly to the Buyer who shall be primarily responsible for preparing and dealing with such Filings (other than any filing required to be made by RBS in connection with the HSR Act) and ensuring that they are made accurately and promptly and in any event by the Filing Date (and with regard to the EU, China and JFSA, this obligation shall be deemed to be satisfied if:
 
 
(a)
a draft filing is submitted by the Buyer to the relevant authority on or before the Filing Date; and
 
 
(b)
the formal filings are submitted to the relevant authority by the Buyer no later than the Business Day following the date on which the relevant authority confirms that the filing is ready for submission);
 
 
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3.4.2
promptly notifying the other, and providing copies, of any communications from any Governmental Agency which are not immaterial relating to the Buyer's Conditions and each of RBS and the Buyer shall give due consideration to any views expressed by or on behalf of the other in writing in relation to any such communication.
 
3.5
Without limiting clauses 3.3 or 3.4, throughout the period during which the Transaction is being considered by any Governmental Agency in respect of the Buyer's Conditions, each of RBS and the Buyer must:
 
 
3.5.1
(i) consult with the other, in advance, in relation to all material communications (whether written or oral, and whether direct or via agents, consultants and advisers) with any Governmental Agency in relation to the Transaction including providing draft copies of all submissions, Filings and other written communications which are not immaterial to any other Governmental Agency at such time as will allow the other and its advisers the opportunity to provide comments and for the party to take any comments into account before they are submitted or sent to any other Governmental Agency; and (ii) promptly provide the other and its advisers with copies of all submissions, Filings and other written communications which are not immaterial in the form submitted or sent;
 
 
3.5.2
as soon as reasonably practicable RBS and the Buyer shall notify the other of any material communication (whether written or oral) received from any Governmental Agency; and
 
 
3.5.3
in the event that any Governmental Agency requests a meeting in relation to the Transaction, together with their advisers, if reasonably practicable, consult fully in advance of such meeting, and, to the extent permitted by the relevant Governmental Agency, each of RBS and the Buyer shall allow persons nominated by the other to attend all meetings (including material scheduled telephone calls) with the Governmental Agency and, where appropriate, to make oral submissions at such meetings and, in the event that RBS or the Buyer elects not to attend any such meeting will provide the other with a summary report of such meeting in such form as may be reasonably requested by it,
 
provided however that nothing in clauses 3.4 and 3.5 shall oblige the Buyer or RBS to provide to the other any information which is commercially sensitive to its respective group without first redacting this element and simultaneously procuring that its advisers shall provide unredacted versions of the documentation to the other's solicitors.
 
3.6
RBS shall use all commercially reasonable efforts to achieve satisfaction of the RBS Condition as soon as possible after the date of this Agreement and in any event not later than 5.00 pm on the Longstop Date (or, in the event of RBS or the Buyer serving notice on the other in accordance with clause 3.10, the Extended Longstop Date). RBS shall bear any fees and other costs incurred by it or its Representatives in relation to the RBS Condition.  Without prejudice to the foregoing, RBS agrees that its obligation to use all commercially reasonable efforts to satisfy the RBS Condition includes (i) promptly dealing with all requests and enquiries from any Governmental
 
 
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A gency and providing all information required by any Governmental Agency to such Governmental Agency; (ii) offering to take and taking all such commercially reasonable steps, at its sole cost, to obtain any Governmental Agency consent, approval or action required in order to complete the Transaction;   (iii) promptly notifying the Buyer of any material developments in respect of the satisfaction of the RBS Condition.
 
3.7
Without prejudice to the generality of clause 3.2, RBS and the Buyer shall not enter into (and will procure that no RBS Group Undertaking or Buyer's Group Undertaking, respectively, enters into) any other agreement or arrangement which may delay, impede or prejudice the fulfilment of the Conditions.
 
3.8
If, at any time, either party becomes aware of a fact or circumstance that might prevent any limb of any Condition being satisfied, it shall inform the other party of the matter.
 
3.9
Subject to clause 3.10, and notwithstanding any notice served in accordance with clause 7, if any of the Conditions have not been satisfied by 5.00 pm on the Longstop Date this Agreement may be terminated by RBS or the Buyer giving notice to the other. In such event, this Agreement shall immediately terminate (other than the Surviving Provisions).
 
3.10
RBS or the Buyer may, by notice in writing to the other after the last day of the fifth month following the date of this Agreement but prior to 5.00 pm on the Longstop Date, elect that the Longstop Date be postponed to a date being not more than 30 Business Days after the Longstop Date (the longstop date, as so postponed, being the " Extended Longstop Date " and references to the Longstop Date shall be construed accordingly).
 
4.
COMPLETION
 
4.1
Subject always to clause 4.2, Completion shall take place at the offices of RBS's Solicitors on the next Month Start Day following the later of:
 
 
4.1.1
if no notice has been served pursuant to clauses 7.3, 7.6 or 7.9, the date on which the last of the Conditions is satisfied; or
 
 
4.1.2
if a notice has been served by the Buyer in accordance with clause 7.3 that there has been a RBS Breach or by RBS in accordance with clause 7.6 that there has been a Buyer's Breach, the later of:
 
 
(a)
the date on which the last of the Conditions is satisfied; and
 
 
(b)
the date on which the RBS Breach or (as the case may be) the Buyer's Breach is cured in accordance with, respectively, clause 7.4 or 7.7 and for the avoidance of doubt, neither party shall be required to proceed to Completion if a RBS Breach or a Buyer's Breach has not been cured following the service of any such notice;
 
 
4.1.3
if a notice has been served in accordance with clause 7.9 by either the Buyer or RBS, the later of:
 
 
 
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(a)
the date on which the last of the Conditions is satisfied; and
 
 
(b)
the date on which such notice is withdrawn, whether voluntarily or by order of Court and, for the avoidance of doubt, neither party shall be required to proceed to Completion if any such notice has been served but not withdrawn (other than where there is an agreement or a Court order to do so),
 
(any of these being the " Completion Date ").
 
4.2
If the Completion Date as determined in accordance with clause 4.1 would fall:
 
 
4.2.1
(if paragraph 1.6 of Schedule 12 applies) on a date prior to a date on which *** is permitted in accordance with the terms of *** were to be served on the first Business Day after the day on which it first becomes possible to determine the Completion Date pursuant to clause 4.1; or
 
 
4.2.2
(regardless of whether or not clause 4.2.1 applies) 5 Business Days or fewer prior to the Month Start Day of the next calendar month following the month in which the last of the Conditions was satisfied or the relevant notice ceased to be effective or was withdrawn as contemplated in clauses 4.1.1, 4.1.2 or 4.1.3 (as applicable), such period to exclude the actual Month Start Day,
 
then in either such case Completion shall occur on the Month Start Day of the calendar month following the month in which the Completion Date would otherwise have fallen and references to the Completion Date shall be construed accordingly.
 
4.3
RBS shall notify the Buyer of:
 
 
4.3.1
the Initial Consideration;
 
 
4.3.2
the ECA Financings Amount;
 
 
4.3.3
the Exim Financing Amount;
 
 
4.3.4
the Receivables Financing Amount;
 
 
4.3.5
the Estimated RBS Debt;
 
 
4.3.6
the Estimated Cash;
 
 
4.3.7
the Estimated RBS Deposits;
 
 
4.3.8
the Estimated Operating Lease Assets;
 
 
4.3.9
the Estimated Working Capital; and
 
 
4.3.10
the Estimated UK Lessor Tax Adjustment,
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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together with the initial allocation by RBS of the Initial Consideration between the Shares, in each case not less than 3 Business Days prior to the Completion Date.
 
4.4
At Completion:
 
 
4.4.1
the Buyer shall pay or procure the payment of the Initial Consideration to RBS (for itself and as agent for the Sellers) for the Shares on account of the Final Share Price;
 
 
4.4.2
if by that time any of the consents described in paragraph 1.1 of Schedule 12 has been obtained, each of RBS and the Buyer shall use all commercially reasonable efforts to procure the irrevocable release and discharge of the Third Party Assurance set out in Part A of Exhibit 2 to which such consent relates;
 
 
4.4.3
if by that time any of the consents described in paragraph 1.1 of Schedule 12 has not been obtained, then:
 
 
(a)
if RBS has made the election described in paragraph 1.3.6 of Schedule 12, or if paragraph 1.6 of Schedule 12 applies:
 
 
(i)
RBS shall (provided that *** have been entered into and any conditions precedent thereunder have been satisfied or waived) procure that the relevant RBS Group Undertaking *** on the Completion Date; and
 
 
(ii)
the Buyer shall pay (or procure the payment by the relevant Group Company or Group Companies of) all amounts payable (pursuant to the terms of ***) in connection with the prepayment in full of *** and/or *** in respect of which such consent has not been obtained on the Completion Date (including amounts of principal, accrued and unpaid interest, costs and expenses, breakage costs and prepayment fees (if any) in respect of each such financing and related third party hedging arrangements) to permit all of *** (including the relevant Third Party Assurances set out in Part A of Exhibit 2) to be released and discharged; and
 
 
4.4.4
RBS and the Buyer shall do all those things respectively required of them in Schedule 3 and Part A of Schedule 10.
 
4.5
Neither RBS nor the Buyer is obliged to complete this Agreement unless:
 
 
4.5.1
the other complies with all its obligations under this clause 4, Schedule 3 and Part A of Schedule 10; and
 
 
4.5.2
the sale and purchase of all the Shares is completed simultaneously.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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4.6
If Completion does not take place on the Completion Date because the Buyer or RBS fails to comply with any of its obligations under this clause 4, Schedule 3 and Part A of Schedule 10 (whether such failure amounts to a repudiatory breach or not), the party not in default may by notice to the party in default:
 
 
4.6.1
proceed to Completion to the extent reasonably practicable (without limiting its rights under this Agreement); or
 
 
4.6.2
postpone Completion to a date which is not more than 20 Business Days after the Completion Date, any such date being the " Extended Completion Date ".
 
4.7
If the Buyer or RBS postpones Completion to the Extended Completion Date in accordance with clause 4.6.2, the provisions of this Agreement apply to the Extended Completion Date as if it were the Completion Date.
 
4.8
If Completion does not take place on the Extended Completion Date because the Buyer or RBS fails to comply with any of its obligations under this clause 4, Schedule 3 and Part A of Schedule 10 (whether such failure amounts to a repudiatory breach or not), the party not in default (and being either the Buyer or RBS) may by notice to the party in default:
 
 
4.8.1
proceed to Completion to the extent reasonably practicable (without limiting its rights under this Agreement); or
 
 
4.8.2
terminate this Agreement.
 
4.9
If this Agreement terminates pursuant to clause 3.9, 4.8.2, 7.2, 7.3, 7.6 or 7.9 each party's further rights and obligations cease immediately on termination (other than the Surviving Provisions). In such event, neither party (nor any of its respective Affiliates) shall have any claim under this Agreement of any nature whatsoever against the other party (nor any of its Affiliates) except in respect of any rights and liabilities which have accrued before termination or under any of the Surviving Provisions. Notwithstanding the foregoing no claim may be made by either party in respect of any Warranty or Buyer's Warranty in the event of termination of this Agreement in accordance with clauses 3.9, 4.8.2, 7.2, 7.3, 7.6 or 7.9 (whether or not such rights have accrued before termination).
 
4.10
At or not more than 5 Business Days prior to the Completion Time RBS shall procure that:
 
 
4.10.1
each Company that:
 
 
(a)
has borrowed *** that is then outstanding;
 
 
(b)
is the parent undertaking of a Group Company that has borrowed *** that is then outstanding;
 
 
(c)
is at that time a party to a Relevant Derivative Contract; or
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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(d)
is the parent undertaking of a Group Company that is at that time a party to a Relevant Derivative Contract
 
shall draw down an amount of debt at an appropriate floating rate of interest from the RBS Group Undertaking that holds a majority of that Company's share capital (in each case an " Additional Debt Amount ") that is equal to the amount that would be required at that time:
 
 
(i)
to repay any outstanding *** it has borrowed (including any accrued and unpaid interest, costs and expenses and *** (if any));
 
 
(ii)
to repay any outstanding *** that has been borrowed by each Subsidiary Undertaking that is that Company's subsidiary undertaking (including any accrued and unpaid interest, costs and expenses and *** (if any));
 
 
(iii)
to pay *** in respect of the Relevant Derivative Contracts to which it is a party; and
 
 
(iv)
to pay *** in respect of the Relevant Derivative Contracts to which any of its Subsidiary Undertakings is a party;
 
 
4.10.2
simultaneously therewith, each Company shall lend to each of its relevant Subsidiary Undertakings the amount required by each such Subsidiary Undertaking at that time:
 
 
(a)
to repay the outstanding *** that such Subsidiary Undertaking has borrowed (including any accrued and unpaid interest, costs and expenses and *** (if any)); and
 
 
(b)
to pay *** in respect of the Relevant Derivative Contracts to which such Subsidiary Undertaking is a party;
 
 
4.10.3
immediately thereafter, each Company and each relevant Subsidiary Undertaking shall repay in full the *** then owed by it  (including any accrued and unpaid interest, costs and expenses and *** (if any)) and shall terminate all the Relevant Derivative Contracts to which it is a party and pay *** in full;
 
 
4.10.4
***
 
4.11
The parties agree and acknowledge that where this Agreement provides for an obligation to be performed or payment to be made by reference to a date which is expressed to fall a specified number of days prior to Completion, the Completion Time or the Completion Date (as applicable), neither the Buyer nor any Buyer's Group Undertaking shall be entitled to assert a claim against RBS or any RBS Group
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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Undertaking for breach of or failure to comply with the terms of this Agreement with respect to such obligation or payment if such obligation is performed or such payment is made by reference to Completion, the Completion Time or the Completion Date as determined in accordance with clause 4.1.1 above and on or following the date of such performance or payment the date which is to be Completion, the Completion Time or the Completion Date falls to be a later date as a result of the operation of clauses 4.1.2, 4.1.3 or 4.6, and such performance or payment in full shall be an effective discharge of the relevant obligation or payment.
 
5.
THE RBS WARRANTIES AND PRE-COMPLETION CONDUCT
 
5.1
Subject to clause 5.2, RBS:
 
 
5.1.1
warrants to the Buyer in the terms set out in Schedule 4 at the date of this Agreement; and
 
 
5.1.2
in relation to the Fundamental Warranties only, warrants to the Buyer in the terms set out in paragraphs 1.1.2 (capacity to sell), 1.2 (binding agreements), 2.1.1 (ownership of Shares), 2.1.2 (Shares comprise entire share capital), 2.1.3 (no Encumbrance over Shares), 2.1.4 (no agreement to allot), 2.2.2, 2.2.5, 2.2.6 and 2.2.7 (ownership of Subsidiary Undertakings) and 6.2 (ownership of Aircraft and Engines) of Schedule 4 by reference to the facts and circumstances as at Completion.  For this purpose only, where there is an express or implied reference in a Fundamental Warranty to the "date of this Agreement", that reference is to be construed as a reference to the Completion Date. The Warranty given at the Completion Date pursuant to this clause 5.1.2 in the terms set out in paragraph 6.2 (ownership of Aircraft) of Schedule 4 shall apply as if such paragraph referred to Updated Exhibit 1 in place of Exhibit 1 (the definitions of "Aircraft" and "Engines" shall be read and construed accordingly). The Warranties given at Completion pursuant to this clause 5.1.2 in the terms set out in paragraphs 2.1.2 and 2.2.2 of Schedule 4 shall be qualified by any shares issued in accordance with clause 4.10.
 
5.2
The liability of RBS for Relevant Claims shall be limited or excluded, as the case may be, as set out in Schedule 5.
 
5.3
Save as expressly stated in Schedule 4, the Buyer acknowledges and agrees that RBS gives no warranty, representation or undertaking as to the accuracy or completeness of any information (including any of the forecasts, estimates, projections, statements of intent or statements of opinion) provided to the Buyer or any of its advisers or agents (howsoever provided).
 
5.4
Between the execution of this Agreement and Completion:
 
 
5.4.1
RBS shall exercise all rights available to it to ensure that the Business is carried on in all material respects in the ordinary course and shall comply with the obligations set out in Schedule 7 ***;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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5.4.2
RBS shall comply with its obligations set out in Schedule 12;
 
 
5.4.3
RBS shall disclose to the Buyer any fact or circumstance which becomes known to RBS during such period which constitutes or which would, or might reasonably be expected to, constitute a breach of any of the Fundamental Warranties or a breach of clause 5.4.1. For these purposes "known to RBS" shall mean the actual knowledge of ***, and RBS shall not be deemed to have knowledge of any matter not within the actual knowledge of such persons;
 
 
5.4.4
RBS shall not be required to disclose to the Buyer any fact or circumstance which arises or becomes known to RBS during such period which constitutes or which would or might constitute a breach of any of the Warranties (other than as contemplated in clause 5.4.3 in respect of the Fundamental Warranties); and
 
 
5.4.5
for the purpose only of assisting the Buyer with its integration planning, RBS shall:
 
 
(a)
procure that the Buyer, its agents and representatives are given reasonable access to the senior employees, premises and to the books and records of the Group Companies during normal business hours on any Business Day and on reasonable notice to RBS;
 
 
(b)
provide such information regarding the business and affairs of the Group Companies (which does not constitute RBS Business Information) as the Buyer may reasonably require; and
 
 
(c)
for the period commencing 20 Business Days prior to the Completion Time (or if it is not reasonably practicable to determine the commencement date of such period, the period commencing as close as practical thereto and in any case no fewer than 5 Business Days prior to the Completion Time) until Completion, provide such information with regard to Relevant Derivative Contracts as may be reasonably required by the Buyer in developing a hedging and derivative strategy with respect to the Business,
 
provided always that nothing in this clause 5.4.5 shall limit the Buyer's rights to bring a Relevant Claim or to terminate this Agreement pursuant to clause 7 solely because such information is provided to the Buyer or shall require RBS or any Group Company to (i) do, or omit to do anything, to the extent this would, or would reasonably be likely to, result in a breach of applicable law or regulation, or a rule or order of a Governmental Agency with relevant powers, or loss of legal privilege if the relevant information or documentation were to be provided to the Buyer; (ii) disclose any competitively sensitive information (as determined in the reasonable opinion of RBS or its advisers) other than to the Clean Team on the terms set out in Exhibit 8; or (iii) take any action that would result in undue disruption to the business of any RBS Group
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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Undertaking, and in each such case, so far as permitted and practicable, RBS will consult with the Buyer in relation to any such restriction.
 
5.5
Subject to the limitations in Schedule 5, the damages which the Buyer may claim for breach of the Warranty in paragraph 5.1 of Schedule 4 shall, if Completion occurs, be measured as an amount equal to such proportion of the relevant liability to Tax of the Group Company as has not been:
 
 
5.5.1
discharged on or before Completion;
 
 
5.5.2
taken into account in computing the amount of an allowance, provision or reserve in the Completion Statement; or
 
 
5.5.3
taken into account in the UK Lessor Tax Adjustment.
 
A Group Company shall be treated as incurring a liability to Tax for the above purposes and for the purposes of paragraph 5.1 of Schedule 4 to the extent it would have suffered that liability to Tax but for the setting off of a Buyer Relief.
 
5.6
Other than in accordance with:
 
 
5.6.1
the terms of the Plan Rules; or
 
 
5.6.2
***,
 
RBS undertakes to the Buyer, acting for itself and as agent and trustee for each person referred to in this clause 5.6, that neither RBS nor any of its Affiliates will, except in the case of fraud or fraudulent misrepresentation or wilful default, make any claim against, any employee, director, agent, officer or adviser of any member of the Group on whom it may have relied in agreeing to any term of, or entering into, this Agreement or any other agreement or document referred to herein in respect of any misrepresentation, inaccuracy or omission in or from information or advice provided by any such person in connection with the transactions contemplated herein or for the purpose of assisting RBS to give a Warranty, prepare the Disclosure Letter or agree to any term of any such agreement or document.
 
5.7
Subject to the limitations in Schedule 5, the damages which the Buyer may claim for breach of the Warranty in paragraph 5.9 of Schedule 4 shall, if Completion occurs, be measured as an amount equal to *** of the amount by which item 14 (Deferred Tax) in the Completion Statement would have been increased had the Relief from Irish Tax that actually arose from the payment of *** as mentioned in clause 4.10 been reflected therein, rather than the amount in respect of such Relief as was so reflected.
 
6.
INDEMNIT IES
 
6.1
Without prejudice to the right of the Buyer to claim on any other basis or take advantage of any other remedies available to it (but not so as to enable any Buyer's Group Undertaking to claim twice in respect of the same breach), RBS agrees to
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 42 -

 
 
indemnify (and keep indemnified) the Buyer on an after Tax basis against any Loss suffered or incurred by the Buyer or any Group Company to the extent arising out of or relating to any Pro Forma Transaction or the operation of any asset subject to a Pro Forma Transaction prior to the effective date of such Pro Forma Transaction.
 
6.2
Subject to clause 19.11 and Schedule 5, if and to the extent that after Completion a claim is brought:
 
 
6.2.1
by any RBS Group Undertaking against any Buyer's Group Undertaking in relation to an Affiliate Transaction; or
 
 
6.2.2
by any person (not being a Buyer's Group Undertaking) against any Buyer's Group Undertaking in relation to an Affiliate Transaction that involves a contractual obligation (other than any obligations in respect of any agreements or arrangements relating to services customarily provided between Group Companies and which have not been reflected in writing), asset transfers, financings, swaps or hedging arrangements, or guarantees, indemnities, comfort letters or similar transactions other than in each case as disclosed in the Data Room,
 
then in each such case, RBS agrees to indemnify (and keep indemnified) the Buyer on an after Tax basis against any Loss suffered or incurred by any Buyer's Group Undertaking to the extent arising out of or relating to such claim.
 
7.
TERMINATION
 
7.1
Save as expressly provided in this Agreement neither party shall be entitled to rescind or terminate this Agreement in any circumstances whatsoever (whether before or after Completion) and accordingly the Buyer waives all and any rights of rescission it may have (howsoever arising or deemed to arise).  This shall not exclude any liability for (or remedy in respect of) fraudulent misrepresentation.
 
7.2
This Agreement may be terminated by the written agreement of the Buyer and RBS.
 
7.3
If between the time of this Agreement and Completion, the Buyer becomes aware of any fact, matter or circumstance that constitutes a breach of any of the Fundamental Warranties (or which would constitute a breach of any of the Fundamental Warranties if it were repeated at Completion in accordance with clause 5.1.2) or that RBS has not in all material respects duly performed and complied with its obligations pursuant to clause 5.4.1 of this Agreement (each a " RBS Breach "), the Buyer shall promptly notify RBS of such breach. Subject to clauses 7.4 and 7.5, the Buyer may by further notice to RBS at any time prior to Completion terminate this Agreement on 20 Business Days notice to RBS.
 
7.4
The Buyer shall not be entitled to exercise its right to terminate this Agreement pursuant to clause 7.3 if the RBS Breach is capable of remedy and within 20 Business Days of receiving notice of the breach in accordance with clause 7.3, the breach is remedied by RBS so that the Buyer would not be entitled to serve a notice terminating this Agreement pursuant to clause 7.3 in light of the circumstances prevailing after such remedy.
 
 
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7.5
The Buyer may not terminate this Agreement in accordance with clause 7.3 if at any time:
 
 
7.5.1
prior to service of notice to terminate in accordance with clause 7.3; or
 
 
7.5.2
between service of such notice and the expiry of 20 Business Days,
 
the Buyer is in material breach of its obligations under this Agreement and such breach has not been remedied by the Buyer.
 
7.6
If between the time of this Agreement and Completion, RBS becomes aware of any fact, matter or circumstance that constitutes a breach of any of the Buyer's Warranties (or which would constitute a breach of such Buyer's Warranties when repeated at Completion in accordance with clause 8.1) or any material obligation of the Buyer under this Agreement arising prior to the Completion Date (each a " Buyer's Breach ") RBS shall promptly notify the Buyer of such breach. Subject to clauses 7.7 and 7.8, RBS may by further notice to the Buyer at any time prior to Completion terminate this Agreement on 20 Business Days notice.
 
7.7
RBS shall not be entitled to exercise its right to terminate pursuant to clause 7.6 if the Buyer's Breach is capable of remedy and within 20 Business Days of receiving notice of the breach in accordance with clause 7.6, the breach is remedied by the Buyer.
 
7.8
RBS may not terminate this Agreement in accordance with clause 7.6 if at any time:
 
 
7.8.1
prior to service of notice to terminate in accordance with clause 7.6; or
 
 
7.8.2
between service of such notice and the expiry of 20 Business Days,
 
RBS is in material breach of its obligations under this Agreement and such breach has not been remedied by RBS.
 
7.9
This Agreement may be terminated by the Buyer or RBS on 20 Business Days written notice (the " Notice Period ") to the other if:
 
 
7.9.1
 
 
(a)
a Relevant Law has been enacted and come into effect after the date of this Agreement which is binding on RBS or the Buyer and which makes Completion unlawful and which Relevant Law remains in effect at the expiry of the Notice Period; and
 
 
(b)
the party serving such notice to terminate has received written advice from outside counsel recognised as experienced in such matters that the Relevant Law is binding on RBS or the Buyer, as the case may be, and makes Completion unlawful and provides a copy of such advice to the other at the same time as the termination notice; and
 
 
(c)
the Buyer and/or RBS, as the case may be, having used all commercially reasonable efforts is unable to comply with or avoid the
 
 
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application of the requirement of Relevant Law which makes Completion unlawful; or
 
 
7.9.2
a judgement, injunction, order or decree of any Relevant Court prohibiting or rendering Completion unlawful (a " Prohibitive Order ") having been issued against either or both of RBS or the Buyer following a hearing at which each of them shall have presented in reasonable detail either written or oral argument seeking to avoid the issue of a Prohibitive Order and such Prohibitive Order remains effective and undischarged 10 Business Days after its date of issue but excluding any Prohibitive Order relating to financial services or banking regulatory matters or anti-trust, foreign investment or other similar regimes.
 
8.
THE BUYER'S WARRANTIES AND UNDERTAKINGS
 
8.1
The Buyer warrants to RBS as at the date of this Agreement and as at Completion that:
 
 
8.1.1
the Buyer is validly incorporated, in existence and duly registered under the laws of its jurisdiction and has full power to conduct its business as conducted on the date of this Agreement;
 
 
8.1.2
the Buyer has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights and perform its obligations under this Agreement and each Transactional Document to which it is a party;
 
 
8.1.3
the Buyer's obligations under this Agreement and/or any other Transactional Document are, or when the relevant Transactional Document is executed will, constitute binding obligations in accordance with their respective terms;
 
 
8.1.4
the Buyer is not insolvent or bankrupt under the laws of its jurisdiction of incorporation, unable to pay its debts as they fall due nor has proposed or is liable to any arrangement (whether by court process or otherwise) under which its creditors (or any group of them) would receive less than the amounts due to them. There are no proceedings in relation to any compromise or arrangement with creditors or any winding up, bankruptcy or insolvency proceedings concerning the Buyer and no events have occurred which would justify such proceedings. No steps have been taken to enforce any security over any assets of the Buyer and no event has occurred to give the right to enforce such security;
 
 
8.1.5
the Buyer has available cash resources to pay the Initial Consideration and to meet its obligations under this Agreement;
 
 
8.1.6
the execution and delivery of, and the performance by the Buyer of its obligations under, this Agreement and/or any Transactional Document will not:
 
 
(a)
result in a breach of any provision of the memorandum or articles of association or by-laws or equivalent constitutional documents of the Buyer;
 
 
(b)
result in a breach of, or constitute a default under, any instrument to which the Buyer is a party or by which the Buyer is bound and which
 
 
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is material in the context of the transactions contemplated by this Agreement;
 
 
(c)
result in a breach of any order, judgment or decree of any court or governmental authority to which the Buyer is a party or by which the Buyer is bound or submits;
 
 
(d)
save as referred to in clause  3.1 require the Buyer to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement); or
 
 
(e)
require the Buyer to obtain any consent or approval of any of its shareholders or any other person; and
 
 
8.1.7
so far as the Buyer is aware, neither the Buyer nor any Affiliate is subject to any order, judgement, direction, investigation or other proceeding by any governmental authority which will, or is reasonably likely to, prevent or delay the fulfilment of any of the Buyer's Conditions.
 
8.2
The Buyer undertakes to RBS, RBS acting for itself and as agent and trustee for each other RBS Group Undertaking, that, except in the case of fraud or fraudulent misrepresentation or wilful default, neither the Buyer nor any of its Affiliates:
 
 
8.2.1
has any rights against; and
 
 
8.2.2
may make any claim against,
 
any employee, director, agent, officer or adviser of a RBS Group Undertaking on whom it may have relied before agreeing to any term of, or entering into, this Agreement or any other agreement or document referred to herein.
 
8.3
The Buyer shall procure that:
 
 
8.3.1
as soon as reasonably practicable after the Completion Date and in any event within 20 Business Days afterwards, the name of any Group Company which consists of or incorporates the word "RBS" or the words "Royal Bank of Scotland" is changed to a name which does not include that word or words or any name which, in the reasonable opinion of RBS, is substantially similar or confusing;
 
 
8.3.2
(subject to clause 8.4) as soon as reasonably practicable after the Completion Date and in any event within 20 Business Days afterwards, the Group Companies shall cease to use or display any trade or service name or mark, business name, logo or domain name used or held by any RBS Group Undertaking or any mark, name or logo which, in the reasonable opinion of RBS, is substantially or confusingly similar to any of them;
 
 
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8.3.3
between the execution of this Agreement and Completion, the Buyer shall comply with its obligations set out in Schedule 12;
 
 
8.3.4
the Buyer's Group Undertakings shall comply with the terms of the Transitional Trademark Licence, the Transitional Services Agreement, the Reverse Transitional Services Agreement and with effect from Completion the Lombard Aircraft Transfer Agreements; and
 
 
8.3.5
following Completion each Group Company promptly pays any Tax for which it is primarily liable and which is not of a type which has arisen in breach of the Warranty in paragraph 5.1 of Schedule 4 (including, in particular, any Tax liability arising under Division 45 of the Australian Income Tax Assessment Act 1997 in connection with the sale of Shares contemplated in this Agreement), and the Buyer covenants to pay to RBS (for itself or as agent for the relevant RBS Group Undertaking), on demand and on an after Tax basis an amount equal to any Tax assessed on RBS or on a RBS Group Undertaking to the extent that such Tax is primarily a liability of any Buyer's Group Undertaking and is not of a type which has arisen in breach of the Warranty in paragraph 5.1 of Schedule 4 and to the extent that an amount in respect of such Tax has not already been recovered under this clause, any other provision of this Agreement or an applicable statutory provision.
 
8.4
The Buyer shall use all commercially reasonable efforts to procure that as soon as practicable after the Completion Date (i) the fireproof nameplates attached to each Aircraft and Engine owned or leased by a Group Company (and stating the name of the Owner and any Lessor of the relevant Aircraft or Engine) are replaced with nameplates that reflect the changes to the names of the Group Companies as contemplated by clause 8.3.1 (such changes, the " Name Changes ") and (ii) such aircraft registry mortgage, Cape Town or other similar filings are made as are necessary to reflect the Name Changes (the " Registry Updates "), and in each case the provisions of clause 8.3.2 shall not apply in respect of such fireproof nameplates and Registry Updates pending such replacement or updating in accordance with this clause 8.4.
 
9.
RESTRICTIVE COVENANTS
 
9.1
Subject to clause 9.2, RBS undertakes to the Buyer that neither it nor any RBS Group Undertaking will for a period of *** years after the date of this Agreement provide commercial passenger jet aircraft operating leases or trade or provide lease management services in respect of commercial passenger jet aircraft as part of a commercial passenger jet aircraft operating lease business in competition with the Business. For the avoidance of doubt, the parties agree and acknowledge that the carrying on of the following activities directly or indirectly by any RBS Group Undertaking shall not constitute a breach of this clause 9.1:
 
 
9.1.1
any activity relating to the arranging or providing of any form of finance in relation to aircraft (other than through the provision of operating leases in
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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respect of commercial passenger jet aircraft or the trading or (except as provided in clause 9.1.4) lease management of commercial passenger jet aircraft as part of a commercial passenger jet aircraft operating lease business);
 
 
9.1.2
the carrying on by any RBS Group Undertaking in any way and anywhere in the world of any business relating to the leasing or sale and purchase of any asset (including corporate jets, helicopters, any aircraft with a maximum approved seating configuration ***, or other aircraft other than commercial passenger jet aircraft), provided that it does not involve the provision of operating leases in respect of commercial passenger jet aircraft or the trading of commercial passenger jet aircraft as part of a commercial passenger jet aircraft operating lease business;
 
 
9.1.3
any activity relating to the arranging or providing of any form of financing, hedging, banking service, financial advisory service or capital markets service to any person including any person involved in the leasing, operation, purchase or sale of aircraft, other than through the provision of operating leases in respect of commercial passenger jet aircraft; or
 
 
9.1.4
the exercise of rights and performance of obligations by any RBS Group Undertaking in connection with any of the roles conferred on it in relation to the securitisation to which the Airspeed Servicing Agreement relates.
 
9.2
Clause 9.1 shall not:
 
 
9.2.1
apply to the enforcement of any Security Interest granted to or for the benefit of any RBS Group Undertaking including but not limited to the enforcement of any Security Interest over aircraft or any interest in any business, firm, company, corporation, body corporate, partnership or other entity or undertaking which carries on, directly or indirectly and whether wholly or in part, the business of operating or leasing aircraft (each a " Protected Asset ") and/or any activity undertaken in relation to any such Protected Asset in connection with the enforcement of any such Security Interest including but not limited to the ownership, operation or leasing of such aircraft following such enforcement;
 
 
9.2.2
apply to the holding of shares in a company, corporation, body corporate or partnership or other entity or undertaking (other than a fund) (an " Investee Entity ") by or through any RBS Group Undertaking for investment purposes only where such RBS Group Undertaking does not exercise, directly or indirectly, any management function in the company concerned or any material influence in that company, which shall be taken to be the case if the shares do not confer more than 20 per cent. of the votes which could normally be cast at a general meeting of the Investee Entity;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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9.2.3
restrict any RBS Group Undertaking from holding or being interested in shares in a listed company which do not confer more than 10 per cent. of the votes which could normally be cast at a general meeting of that company;
 
 
9.2.4
apply to any business, Investee Entity or group of companies which is acquired by any RBS Group Undertaking and which carries on activities which compete with the Business where:
 
 
(a)
such activities are ancillary or incidental to its main business;
 
 
(b)
the acquisition is not made with the sole or main purpose of acquiring a business which so competes; and
 
 
(c)
following such acquisition no action is taken by a RBS Group Undertaking which results in a material increase in the number of commercial passenger jet aircraft under the ownership or management of the acquired business, entity or group;
 
 
9.2.5
apply to the carrying on of any business, Investee Entity or group of companies which competes with the Business after such time as any Buyer's Group Undertaking ceases to own all or a majority of the Business;
 
 
9.2.6
restrict any RBS Group Undertaking from being a limited partner or investor in any fund carrying on (or investing in a business or Investee Entity or fund which carries on) a business which competes with the Business or from acting as the general partner or manager of any such fund provided that the aggregate interest of the RBS Group Undertakings in any such fund as a limited partner or investor does not exceed 49 per cent. of the total interests of the limited partners or investors in that fund;
 
 
9.2.7
restrict any fund managed or advised by any RBS Group Undertaking from carrying on (or investing in a business or Investee Entity or fund which carries on) a business which competes with the Business provided that the aggregate interest of the RBS Group Undertakings in any such fund as a limited partner or investor does not exceed 49 per cent. of the total interests of limited partners or investors in that fund;
 
 
9.2.8
restrict any activity relating to the continued leasing by Lombard of any of the Lombard Aircraft pending transfer of title of the Lombard Aircraft to RBS Aerospace UK and the sale of the Lombard Aircraft by Lombard to RBS Aerospace UK, in each case in accordance with the Lombard Aircraft Transfer Agreements; or
 
 
9.2.9
restrict the aircraft engine leasing business carried out by the Gate Quay Joint Venture.
 
9.3
Subject to clause 9.5, the Buyer agrees with RBS that neither it nor any of its Affiliates will, from the date of this Agreement and for a period of 2 years thereafter, either directly or indirectly solicit for employment or employ any senior or key employee who is employed by any RBS Group Undertaking and with whom the
 
 
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Buyer or any Representative of the Buyer has had contact in relation to the Transaction.
 
9.4
Subject to clause 9.5, RBS agrees that neither it nor any of its Affiliates will, from the date of this Agreement and for a period of 2 years thereafter, either directly or indirectly solicit for employment or employ any senior or key employee of a Buyer's Group Undertaking with whom RBS or any Representative of RBS has had contact in relation to the Transaction.
 
9.5
Clauses 9.3 and 9.4 shall not prevent the employment of any person following an unsolicited approach by that person at his or her own instigation or in response to an advertisement placed in the national, local or trade press or other media but such restrictions shall apply to an approach made by a headhunter whether or not the person to be solicited for employment has first been identified to the headhunter by the party seeking to employ that person or by any of its Representatives.
 
9.6
RBS agrees that it will inform those senior or key employees who would or may be subject to the restrictions set out in clause 9.3 of the existence of them and provide them with a copy.
 
9.7
The Buyer agrees that it will inform those senior or key employees who would or may be subject to the restrictions set out in clause 9.4 of the existence of them and provide them with a copy.
 
10.
TAX PROVISIONS
 
The Buyer and RBS agree that the provisions set out in Schedule 6 shall come into force and effect on Completion.
 
11.
INSURANCE
 
11.1
From the date of this Agreement until (and including) the Completion Date the RBS Group Undertakings and the Group Companies shall continue in force all policies of insurance maintained by them in respect of the Business as at the date of this Agreement or enter into policies giving equivalent cover in all material respects subject to such level of insurance cover being available on ordinary market terms.
 
11.2
Upon Completion, all insurance cover arranged in relation to the Business by any RBS Group Undertaking (whether under policies maintained with third party insurers or other RBS Group Undertakings) shall cease (other than in relation to insured events taking place before Completion) and no Buyer's Group Undertaking shall make any claim under any such policies in relation to insured events arising after Completion. Any RBS Group Undertaking shall be entitled to make arrangements with its insurers to reflect this clause.
 
11.3
From the Completion Date, for a period of not less than 2 years, the Buyer shall ensure that each RBS Group Undertaking and their respective directors, officers, employees and contractors are named as additional insured in the contingent aviation legal and third party liability policies (including, if applicable, war risks insurance policies) maintained by the Group Companies in relation to the Aircraft.
 
 
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11.4
From the Completion Date (or, if earlier, from the date on which the relevant Pro Forma Transaction occurs), for a period of not less than 2 years, RBS shall ensure that RBS Aerospace Limited and its Affiliates and their respective directors, officers, employees and contractors are named as additional insured in either:
 
 
11.4.1
the aviation legal and third party liability policies (including, if applicable, war risks insurance policies) maintained by the relevant operator; or
 
 
11.4.2
the contingent aviation legal and third party liability policies (including, if applicable, war risks insurance policies) maintained by any RBS Group Undertaking,
 
in relation to ITAR Helicopters or corporate jets transferred or to be transferred pursuant to the Pro Forma Transactions.
 
12.
CONFIDENTIAL INFORMATION
 
12.1
Subject to clause  12.2 and clause 16 (Announcements), each of RBS and the Buyer shall (and shall ensure that each of their respective Representatives shall) treat as confidential all information received or obtained which relates to:
 
 
12.1.1
the other party including, where that other party is RBS, each RBS Group Undertaking and where that other party is the Buyer, each Buyer's Group Undertaking;
 
 
12.1.2
any Group Company;
 
 
12.1.3
the provisions or the subject matter of this Agreement or any document referred to herein and any claim or potential claim thereunder; or
 
 
12.1.4
the negotiations relating to this Agreement or any documents referred to herein.
 
12.2
Clause  12.1 does not apply to disclosure of any such information as is referred to in clause  12.1:
 
 
12.2.1
which is required to be disclosed by law, by a rule of a listing authority or stock exchange to which either party or any of its respective Affiliates is subject or submits or by a Governmental Agency, Tax Authority or other authority with relevant powers to which either party or any of its respective Affiliates is subject or submits, whether or not the requirement has the force of law provided that the disclosure shall, so far as is practicable and lawful to do so, be made after consultation with the other party and after taking into account the other party's reasonable requirements as to its timing, content and manner of making or despatch;
 
 
12.2.2
prior to Completion, by RBS in the ordinary course of business of any RBS Group Undertaking (but not including such information as relates to the Buyer or any Buyer's Group Undertaking);
 
 
12.2.3
to an adviser for the purpose of advising in connection with the transactions contemplated by this Agreement provided that such disclosure is essential for these purposes and is on the basis that the adviser shall treat all such
 
 
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information as confidential in accordance with this clause 12 and will not disclose any such information except in accordance with this clause 12;
 
 
12.2.4
to a director, officer or employee of a Buyer's Group Undertaking or of a RBS Group Undertaking whose function requires him to have the relevant confidential information;
 
 
12.2.5
to the extent that the information has been made public through no fault of that party or by, or with the consent of, the other party;
 
 
12.2.6
in the case of any Buyer's Group Undertaking, following Completion, to the extent such information is Group Business Information;
 
 
12.2.7
in the case of any RBS Group Undertaking, following Completion, to the extent such information is RBS Business Information; or
 
 
12.2.8
which was in the other party's possession prior to such information being disclosed to it or obtained by it and which, in each case, was not obtained directly or indirectly from any RBS Group Undertaking (in the case of the Buyer) or any Buyer's Group Undertaking (in the case of RBS) nor from another source known to be in breach of a duty of confidentiality regarding that information to any RBS Group Undertaking (in the case of the Buyer) or any Buyer's Group Undertaking (in the case of the RBS) provided, however that this clause 12.2.8 shall not apply in relation to the disclosure of Group Business Information by any RBS Group Undertaking after Completion.
 
12.3
The restrictions contained in this clause 12 shall continue to apply after the termination of this Agreement without limit in time.
 
13.
EMPLOYEES AND TRANSACTION COSTS
 
13.1
***
 
13.2
***
 
13.3
RBS shall procure that any fees, expenses, costs or liabilities incurred and not paid by a Group Company prior to Completion in connection with the transactions contemplated by this Agreement or any other Transactional Document including, without limitation, attorney, accounting, investment banking and other professional fees and expenses, are paid prior to or simultaneously with Completion and, if not so paid, RBS shall pay such fees, expenses, costs or liabilities after Completion.
 
13.4
If any individual who is not a Disclosed Employee reasonably claims or is found by a court or tribunal of competent jurisdiction, (i) to be or have become an employee of any Group Company before or upon Completion by virtue of engagement through an agency or otherwise, or (ii) to be or have become an employee of a Group Company or any Buyer's Group Undertaking or subcontractor of any such company as a
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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consequence of the arrangements or termination of the arrangements contemplated by this Agreement by virtue of the Employee Transfer Legislation (the " Undisclosed Employee "), then the Buyer shall promptly notify RBS, and, if RBS does not wish to employ the Undisclosed Employee or the Undisclosed Employee does not wish to be employed by RBS, the relevant Buyer's Group Undertaking or subcontractor may terminate the employment of such individual within 30 days of the notification to RBS (taking into account any reasonable requests made by RBS in relation to the termination process to be adopted and the timing of such termination) and RBS shall indemnify and keep indemnified the Buyer, on its own behalf or as trustee for the relevant Buyer's Group Undertaking or subcontractor, against the costs of employing and terminating the employment of such individual and all losses, liabilities and reasonable cost arising out of or relating to any such claim or finding, save for any costs, losses or liabilities to the extent arising as a result of any act of unlawful discrimination (which for the avoidance of doubt shall not include solely the decision to terminate the employment of such Undisclosed Employee) by the Buyer, the Buyer's Group Undertaking or subcontractor as appropriate.
 
13.5
The Buyer shall or shall procure that the relevant Buyer's Group Undertaking shall offer to each Offer Employee as soon as possible after the date of this Agreement and in any event prior to Completion employment on terms and conditions which comply with the laws of the jurisdiction in which the Offer Employee is based and to take effect on the Completion Date which are no less favourable in the aggregate than those which the Offer Employee enjoyed at the time the offer is made (including an agreement by the Buyer to recognise all periods of employment with RBS Group Undertakings for the purposes of calculating length of service). The Buyer shall also state the amount of any severance payment that shall be due from the Buyer to the Offer Employee in the event that their employment is terminated after Completion. Such offer of employment, in each case shall be conditional upon Completion occurring and be made to each of the relevant Offer Employee by a person incorporated in the same country as such Offer Employee's current Employing Entity (the " Offer "). The Buyer shall provide full details of each Offer to RBS in advance of such Offer being made to the relevant Offer Employee at such time as will allow RBS and its advisers the opportunity to provide comments before the Offer is made to the relevant Offer Employee and the Buyer shall take into account any reasonable comments made by RBS. The Buyer and RBS agree that at the request of RBS, prior to the date of Completion, the Buyer and RBS shall facilitate a process whereby at the request of RBS, either: (a) each relevant Offer Employee identified by RBS enters into a termination agreement with his current employer within the RBS Group (the " Current Employer ") or if the relevant Offer Employee is employed by a third party, with such third party (the " Third Party Employer ") which (amongst other things) shall include a waiver of claims against the Current Employer, RBS Group Undertakings and a Third Party Employer (as relevant); or (b) in relation to each relevant Offer Employee identified by RBS, the Offer contains a waiver of claims by the relevant Offer Employee against the Current Employer or the Third Party Employer (as relevant) and the relevant RBS Group Undertaking and that such entities may be joined to the Offer solely for the purpose of agreeing that the Offer Employee's employment with the Current Employer or Third Party Employer has terminated and obtaining such a waiver of claims.
 
 
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13.6
RBS shall (or shall procure that any RBS Group Undertaking shall) waive any required notice period or post-termination restrictions applicable to each Offer Employee to the extent that they inhibit acceptance of the Offer.
 
13.7
Where the laws of the local jurisdiction require the offer of employment to be made by an employer within that jurisdiction, and no such relevant Buyer's Group Undertaking exists as at the date of this Agreement, the Buyer and RBS will co-operate to identify a solution to ensure that the services of the individual Offer Employee can be made available to the Buyer (at the Buyer's cost) until such a Buyer's Group Undertaking can be established (which the Buyer undertakes to do as soon as reasonably practicable following the date of this Agreement).
 
13.8
If the Offer is not made in accordance with clause 13.5 the Buyer shall indemnify RBS (RBS acting for itself or as agent for each RBS Group Undertaking) on an after Tax basis in respect of any salary or benefit payable to such Offer Employee after Completion and each loss, liability or reasonable cost arising out of the termination of employment of such Offer Employee save for any costs, losses or liabilities that arise as a result of any act of unlawful discrimination (which for the avoidance of doubt shall not include solely the decision to terminate the employment of such Offer Employee) by RBS, any RBS Group Undertaking or subcontractor as appropriate.
 
14.
PENSIONS
 
The Buyer and RBS agree that the provisions set out in Schedule 9 shall come into force and effect on Completion, other than paragraphs 1.4 and 1.7 of Schedule 9 which shall come into force and effect on the date of this Agreement.
 
15.
PAYMENTS
 
15.1
Any payment to be made pursuant to this Agreement by the Buyer shall be made to the RBS Account.
 
15.2
Any payment to be made pursuant to this Agreement by RBS shall be made to the Buyer's Account.
 
15.3
Payment under clauses 15.1 and 15.2 shall be made in immediately available funds in US Dollars by electronic transfer on the due date for payment. Receipt of the amount shall be an effective discharge of the relevant payment obligation.
 
15.4
All payments made by either party under this Agreement shall be made gross, free of any right of counterclaim or set-off (unless expressly stated otherwise) and without deduction or withholding of any kind other than any deduction or withholding required by law.
 
15.5
If either party makes a deduction or withholding required by law from a payment made under this Agreement (other than pursuant to clauses *** and ***), the sum due from such party shall be increased to the extent necessary to ensure that, after the
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 54 -

 
 
making of any deduction or withholding, the recipient receives a sum equal to the sum it would have received had no deduction or withholding been made.
 
15.6
To the extent that any additional amount paid under clause 15.5 results in the payee obtaining a Relief, the payee shall reimburse to the payer such part of such additional amount as the payee certifies to the payer will leave it (after reimbursement) in no better or worse position that it would have been had the payer not been required to make a deduction or withholding or, as the case may be, had the payee not incurred a liability to Taxation.
 
15.7
If either party fails to pay a sum due from it under this Agreement on the due date of payment in accordance with the provisions of this Agreement, that party shall pay interest on the overdue sum from the due date of payment until the date on which its obligation to pay the sum is discharged at the Agreed Rate (accrued daily and compounded monthly (whether before or after judgment)).
 
15.8
The Buyer may only procure payment by any person of the Initial Consideration pursuant to clause 4.4.1 if that other person has first satisfied RBS's customary KYC procedures established in accordance with applicable law.
 
16.
ANNOUNCEMENTS
 
16.1
Subject to clause 16.2 no RBS Group Undertaking or Buyer's Group Undertaking may, before, on or after Completion, make or issue a public announcement, communication or circular concerning the transactions referred to in this Agreement unless it has first obtained: (i) in the case of a RBS Group Undertaking, the Buyer's written consent; and (ii) in the case of a Buyer's Group Undertaking, RBS's written consent, which in either case may not be unreasonably withheld or delayed.
 
16.2
Clause  16.1 does not apply to:
 
 
16.2.1
the RBS Announcement;
 
 
16.2.2
the Buyer's Announcement;
 
 
16.2.3
the giving of any written or verbal notice by a RBS Group Undertaking to a Supplier or a Lessee:
 
 
(a)
required for any RBS Group Undertaking to comply with any legal or regulatory obligation (including any contractual obligation);
 
 
(b)
in connection with notifying a Supplier or a Lessee that RBS has sold the Shares and no longer carries on the Business; or
 
 
(c)
in connection with advising a Supplier of the effect of the Transaction on the future requirement of RBS Group Undertakings and the Group Companies for the goods or services supplied by such Supplier and the making of arrangements in connection with the same (including but not limited to the modification of any contract),
 
provided that such notice may not be provided by a RBS Group Undertaking to a Supplier or a Lessee unless the relevant RBS Group Undertaking has first
 
 
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consulted with the Buyer and taken into account the Buyer's reasonable requirements as to its timing, content and manner of making or despatch and provided further that there shall be no such obligation to consult where the content of any such notice is consistent in all material respects with the information contained in the RBS Announcement or the Buyer's Announcement;
 
 
16.2.4
the giving of any written or verbal notice by a Buyer's Group Undertaking to a Supplier or a Lessee:
 
 
(a)
required for any Buyer's Group Undertaking to comply with any legal or regulatory obligation (including any contractual obligation);
 
 
(b)
in connection with notifying a Supplier or a Lessee that the Buyer has purchased the Shares and now carries on the Business; or
 
 
(c)
in connection with advising a Supplier of the effect of the Transaction on the future requirement of the Buyer's Group Undertakings for the goods or services supplied by such Supplier and the making of arrangements in connection with the same (including but not limited to the modification of any contract),
 
provided that such notice may not be provided by a Buyer's Group Undertaking to a Supplier or a Lessee unless the relevant Buyer's Group Undertaking has first consulted with RBS and taken into account RBS's reasonable requirements as to its timing, content and manner of making or despatch and provided further that there shall be no such obligation to consult where the content of any such notice is consistent in all material respects with the information contained in the RBS Announcement or the Buyer's Announcement; and
 
 
16.2.5
a public announcement, communication or circular:
 
 
(a)
required by law, by a rule of a listing authority or stock exchange to which either party is subject or submits or by a governmental authority (including for the avoidance of doubt any Tax Authority) or other authority with relevant powers to which any party is subject or submits, whether or not the requirement has the force of law provided that the public announcement, communication or circular shall, so far as is practicable, be made after consultation with the other party and after taking into account the reasonable requirements of the other party as to its timing, content and manner of making or despatch; or
 
 
(b)
which the other party has given its prior written approval to, such approval not to be unreasonably withheld or delayed.
 
16.3
The restrictions contained in this clause 16 shall continue to apply after the termination of this Agreement without limit in time.
 
 
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16.4
The Buyer shall ensure that each Buyer's Group Undertaking complies with this clause 16 and RBS shall ensure that each RBS Group Undertaking complies with this clause 16.
 
17.
FURTHER ASSURANCES
 
17.1
Each of RBS and the Buyer shall, for a period of 6 months from the Completion Date, execute (or procure the execution of) such further documents as may be required by law or be necessary to implement and give effect to the Transactional Documents.
 
17.2
Each of RBS and the Buyer shall procure that its Affiliates comply with all obligations under the Transactional Documents which are expressed to apply to such Affiliates.
 
18.
COSTS
 
18.1
Except where this Agreement provides otherwise, each party shall pay its own costs relating to the negotiation, preparation, execution and performance by it of this Agreement and of each document referred to in it.
 
18.2
The Buyer shall bear and pay the cost of all stamp duty, stamp duty reserve tax and any similar Taxes and all notarial or registration fees which may result in any jurisdiction from the execution and performance of this Agreement and the other Transactional Documents as well as the transactions contemplated thereby.
 
19.
SEPARATION ISSUES
 
19.1
The Buyer and RBS shall use all commercially reasonable efforts to procure that at Completion each RBS Group Undertaking is released and discharged in full from all Third Party Assurances listed in Part B of Exhibit 2 and in the event that the RBS Group Undertaking in respect of the *** cannot be released and discharged in full at Completion, the Buyer undertakes to keep RBS (RBS acting for itself and as agent for the relevant RBS Group Undertaking) fully indemnified on an after Tax basis against any liability incurred or arising under each *** solely as a result of any breach by RBS Aerospace Limited of the obligations referred to in paragraphs 2(a), 2(c) or 3 of such ***.
 
19.2
RBS shall use all commercially reasonable efforts to procure that as soon as reasonably practicable after becoming aware of any Third Party Assurance provided by a Group Company in respect of the obligations of a RBS Group Undertaking, each relevant Group Company is released and discharged in full from each such Third Party Assurance. Pending such release and discharge of each such Group Company, RBS undertakes (i) to keep the Buyer (the Buyer acting for itself and as agent for the relevant Group Company) fully indemnified on an after Tax basis against any liability incurred or arising under such Third Party Assurance; and (ii) not to enter into any agreement or amendment or variation of any agreement which may have the effect of varying any such Third Party Assurance (or any contractual terms underlying any
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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such assurance) without the prior written consent of the Buyer, such consent not be unreasonably withheld or delayed, provided that if such agreement, amendment or variation:
 
 
19.2.1
would increase the liability of a Buyer's Group Undertaking beyond the liability imposed on the RBS Group Undertaking under or pursuant to the relevant Third Party Assurance; or
 
 
19.2.2
imposes any additional obligation on a Buyer's Group Undertaking beyond the obligation of the relevant Buyer's Group Undertaking,
 
the withholding of consent on either of such grounds shall not be deemed to be unreasonable.
 
19.3
To the extent permitted by applicable law and regulation, following Completion:
 
 
19.3.1
Subject always to clause 20 (Records and assistance post-Completion) no RBS Group Undertaking shall have any right or interest in the Group Business Information and if any RBS Group Undertaking discovers that it has in its possession or control any Group Business Information it shall notify the Buyer and shall, at the Buyer's request, arrange for the transfer of such Group Business Information including rights of ownership to such person as the Buyer shall direct. Such transfer shall be for nil consideration although the Buyer shall pay to the relevant RBS Group Undertaking its reasonable expenses incurred in effecting the transfer.
 
 
19.3.2
Subject always to clause 20 (Records and assistance post-Completion) no Buyer's Group Undertaking shall have any right or interest in the RBS Business Information and if any Buyer's Group Undertaking discovers that it has in its possession or control any RBS Business Information it shall notify RBS and shall, at RBS's request, arrange for the transfer of such RBS Business information including rights of ownership to such person as RBS shall direct. Such transfer shall be for nil consideration although the RBS shall pay to the relevant Buyer's Group Undertaking its reasonable expenses incurred in effecting the transfer.
 
19.4
In the event that, following Completion, either party discovers that any Group Company owns any assets or Intellectual Property (or any rights therein) which in the year prior to the Completion Date was used exclusively or pre-dominantly in, or which related exclusively or pre-dominantly to, the business of a RBS Group Undertaking (other than a Group Company), the relevant party shall as soon as reasonably practicable inform the other party of that fact and thereafter, at the request of RBS, the Buyer shall execute or procure the execution of such documents as may be reasonably necessary to procure the transfer of any such assets or rights to a RBS Group Undertaking which RBS shall nominate. Such asset or right shall be transferred for nil consideration although the relevant RBS Group Undertaking shall pay to the Buyer its reasonable expenses incurred in effecting the transfer.
 
19.5
In the event that, following Completion, either party discovers that any RBS Group Undertaking (other than a Group Company) owns any assets or Intellectual Property (or any rights therein) which in the year prior to the Completion Date was used
 
 
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exclusively or pre-dominantly in, or which related exclusively or pre-dominantly to, the Business, the relevant party shall as soon as reasonably practicable inform the other party of that fact and thereafter, at the request of the Buyer, RBS shall execute or procure the execution of such documents as may be reasonably necessary to procure the transfer of any such assets or rights to a Group Company which the Buyer shall nominate.  Such asset or right shall be transferred for nil consideration although the Buyer shall pay to the relevant RBS Group Undertaking its reasonable expenses incurred in effecting the transfer.
 
19.6
RBS undertakes to the Buyer that after Completion it shall account to the Buyer for any monies or other receivables, or part thereof, received by any RBS Group Undertaking and which relate to the operation of the Business in the period following Completion.
 
19.7
In the event that, following Completion, either party discovers that a member of the Group is party to any contract which in the year prior to the Completion Date related exclusively to the business of a RBS Group Undertaking, the relevant party shall as soon as reasonably practicable inform the other party of that fact and thereafter, at the request of RBS and subject to clause 19.9 below, the Buyer shall execute or procure the execution of such documents as may be reasonably necessary to enable the benefit of such contract (subject to the burden) to be assigned to such RBS Group Undertaking as RBS shall nominate for nil consideration although the relevant RBS Group Undertaking shall pay to the Buyer its reasonable expenses incurred in effecting the assignment.
 
19.8
In the event that, following Completion, either party discovers that any RBS Group Undertaking is party to any contract which in the year prior to the Completion Date related exclusively to the Business, the relevant party shall as soon as reasonably practicable inform the other party of that fact and thereafter, at the request of the Buyer and subject to clause 19.9 below, RBS shall execute or procure the execution of such documents as may be reasonably necessary to enable the benefit of such contract (subject to the burden) to be assigned to a member of the Group as the Buyer shall nominate for nil consideration although the relevant Group Company shall pay to the relevant RBS Group Undertaking its reasonable expenses incurred in effecting the assignment.
 
19.9
Where any consent, approval or authorisation or waiver is required from any third party to the assignment of the benefit of any contract under clauses 19.7 or 19.8, the relevant transferee shall use all commercially reasonable efforts to obtain such consent, approval or authorisation or waiver.  Neither party shall have any further obligation pursuant to clauses 19.7 or 19.8 in respect of such contract unless and until such consent, approval or authorisation or waiver is obtained, provided that if either party is unable to procure such consent, it shall, to the extent permitted by applicable law and regulation, use reasonable efforts to provide for other arrangements so that the Group (or as the case may be, the relevant RBS Group Undertaking) shall have the commercial benefit of any such contract.
 
19.10
This clause 19 shall not apply to those assets, property, rights or contracts the use or benefit of which is provided by RBS Group Undertakings pursuant to the terms of the Transitional Services Agreement, the Reverse Transitional Services Agreement or the Transitional Trademark Licence.
 
 
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19.11
Subject always to clauses 19.1 and 19.2, and Schedule 10, RBS and the Buyer each acknowledge and agree that at Completion any and all agreements and arrangements entered into prior to Completion solely between one or more RBS Group Undertakings (other than a Group Company) and one or more Group Companies (other than pursuant to the Group Relief Letters or any Transactional Document or in relation to the Excluded Transactions) (each an " Affiliate Transaction ") shall be automatically terminated and shall be of no further effect and neither RBS (nor any other RBS Group Undertaking) nor the Buyer (nor any other Buyer's Group Undertaking) shall have any claim of any nature whatsoever (including in respect of any rights and liabilities which have accrued prior to such termination) thereunder against:
 
19.11.1
in the case of a RBS Group Undertaking, any Buyer's Group Undertaking; and
 
19.11.2
in the case of a Buyer's Group Undertaking, any RBS Group  Undertaking.
 
19.12
RBS agrees to procure that each RBS Group Undertaking shall observe and comply with the provisions of clause 19.11.
 
19.13
The Buyer agrees to procure that each Buyer's Group Undertaking (including each Group Company) shall observe and comply with the provisions of clause 19.11.
 
19.14
RBS shall procure that each RBS Group Undertaking shall comply with the terms of the Transitional Trademark Licence, the Transitional Services Agreement, the Reverse Transitional Services Agreement and the Lombard Aircraft Transfer Agreements.
 
20.
RECORDS AND ASSISTANCE POST-COMPLETION
 
20.1
To the extent permitted by applicable law and regulation, for 7 years following the Completion Date, each Buyer's Group Undertaking shall on request and after reasonable notice provide RBS (at RBS's cost) with reasonable access during normal business hours (to the extent such access does not unreasonably interfere with the business or operation of any Buyer's Group Undertaking) to (and the right to take copies of) the books, accounts, customer lists and all other records (together, the " Records ") (or, if practicable, the relevant part of those Records) held by it after Completion to the extent that they relate to the Business or any Group Company in the period prior to Completion and to which RBS requires access in connection with a reasonable business purpose (including in relation to any legal or regulatory obligation, any investigation or proceeding, the preparation of annual returns and accounts, tax returns or in relation to a request or notice from any governmental authority, in each case whether relating to a Group Company or a RBS Group Undertaking). The Buyer shall procure that each Buyer's Group Undertaking shall provide reasonable access to their employees and advisers during normal business hours and upon being given reasonable prior notice to discuss and answer questions of RBS, any RBS Group Undertaking and any of their respective advisers concerning such Records. The rights and obligations under this clause 20.1 are subject to clause 12 (Confidential Information) provided always that notwithstanding anything in this Agreement to the contrary each RBS Group Undertaking shall be permitted to use or disclose any Records or other information obtained pursuant to this clause 20 in
 
 
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connection with any legal, Tax, governmental or regulatory report, return,  audit, investigation or proceeding.
 
20.2
To the extent permitted by applicable law and regulation, for 7 years following the Completion Date, each RBS Group Undertaking shall on request and after reasonable notice provide the Buyer (at the Buyer's cost) with reasonable access during normal business hours (to the extent such access does not unreasonably interfere with the business or operation of any RBS Group Undertaking) to (and the right to take copies of) the Records held by it after Completion to the extent that they relate to the Business or any Group Company in the period prior to Completion and to which the Buyer requires access in connection with a reasonable business purpose relating to a Group Company (including in relation to any legal or regulatory obligation, any investigation or proceeding, the preparation of annual returns and accounts, tax returns or in relation to a request or notice from any governmental authority, in each case relating to any Buyer's Group Undertaking). RBS shall procure that each RBS Group Undertaking shall provide reasonable access to their employed tax personnel during normal business hours and upon being given reasonable prior notice to discuss and answer questions of the Buyer pertaining to material tax issues to the extent that they relate to any Group Company in the period prior to Completion. The rights and obligations under this clause 20.2 are subject to clause 12 (Confidential Information) provided always that notwithstanding anything in this Agreement to the contrary each Buyer's Group Undertaking shall be permitted to use or disclose any Records or other information obtained pursuant to this clause 20 in connection with any legal, Tax, governmental or regulatory report, return, audit, investigation or proceeding.
 
20.3
For 7 years following the Completion Date (or for such longer period as may be required by applicable law), neither party shall dispose of or destroy any of the Records without first giving the other party at least 2 months' notice of its intention to do so (unless law or regulation requires disposal or destruction within a shorter time period, in which event the relevant party shall give the other party as much notice as is practicable in the circumstances) and, to the extent permitted by law or regulation, a reasonable opportunity to remove or retain any of them (at the expense of the party wishing to remove or retain such Records).
 
21.
GENERAL
 
21.1
A variation of this Agreement is valid only if it is in writing and signed by or on behalf of each party.
 
21.2
The failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not impair or constitute a waiver of the right or remedy or an impairment of or a waiver of other rights or remedies.  No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or, save as referred to in clause 22, the exercise of another right or remedy.
 
21.3
The rights and remedies of RBS contained in this Agreement are cumulative and not exclusive of rights or remedies provided by law.
 
 
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21.4
Except to the extent that they have been performed and except where this Agreement provides otherwise, the obligations contained in this Agreement remain in force after Completion.
 
21.5
Save as otherwise provided herein, any payment to be made by either party under this Agreement shall be made in full without any set-off, restriction, condition or deduction for or on account of any counterclaim.
 
21.6
If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable under the laws of any jurisdiction, that shall not affect:
 
 
21.6.1
the legality, validity or enforceability in that jurisdiction of any other provision of this Agreement; or
 
 
21.6.2
the legality, validity or enforceability under the laws of any other jurisdiction of that or another provision of this Agreement.
 
21.7
If there is any conflict between the terms of this Agreement and any other agreement, this Agreement shall prevail unless:
 
 
21.7.1
such other agreement expressly states that it overrides this Agreement in the relevant respect; and
 
 
21.7.2
the Buyer and RBS are either also parties to that other agreement or otherwise expressly agree in writing that such other agreement shall override this Agreement in that respect.
 
21.8
Except as provided in clauses 5.6, 8.2, 22.5 and 22.6, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
 
22.
ENTIRE AGREEMENT
 
In this clause  22, the following definitions apply:
 
" Representation " means an assurance, commitment, condition, covenant, guarantee, indemnity, representation, statement, undertaking or warranty of any sort whatsoever (whether contractual or otherwise, oral or in writing, or made negligently or otherwise); and
 
" Transactional Documents " means this Agreement, the Transitional Services Agreement, the Reverse Transitional Services Agreement, the Transitional Trademark Licence, the Lombard Aircraft Transfer Agreements, the Intellectual Property Deed and the Confidentiality Agreement.
 
22.1
Subject to the provisions of clauses 22.2 and 22.3, and save as otherwise expressly agreed in writing between RBS and the Buyer in any other document, the Transactional Documents constitute the entire agreement between the parties, supersede any previous agreements relating to the subject matter of the Transactional Documents, and set out the complete legal relationship of the parties arising from or connected with that subject matter.
 
 
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22.2
Accordingly, the Buyer:
 
 
22.2.1
represents and agrees that
 
 
(a)
no RBS Group Undertaking or adviser to RBS has made any Representation that the Buyer considers material which is not set out in the Transactional Documents, and
 
 
(b)
it has not entered into the Transactional Documents in reliance on any Representation except those set out in the Transactional Documents, and will not contend to the contrary; and
 
 
22.2.2
for the avoidance of doubt agrees that
 
 
(a)
no RBS Group Undertaking (except RBS) or adviser to RBS has any liability to the Buyer for any Representation,
 
 
(b)
RBS has no liability of any kind to the Buyer for any Representation except in respect of those set out in the Transactional Documents, and
 
 
(c)
its only rights and remedies in respect of any Representations are those rights and remedies set out in the Transactional Documents.
 
22.3
Save as otherwise expressly agreed in writing between RBS and the Buyer in any other document, RBS:
 
 
22.3.1
represents and agrees that
 
 
(a)
no Buyer's Group Undertaking or adviser to any Buyer's Group Undertaking has made any Representation that RBS considers material which is not set out in the Transactional Documents, and
 
 
(b)
it has not entered into the Transactional Documents in reliance on any Representation except those set out in the Transactional Documents, and will not contend to the contrary; and
 
 
22.3.2
for the avoidance of doubt agrees that
 
 
(a)
no Buyer's Group Undertaking (except the Buyer) or adviser to the Buyer has any liability to RBS for any Representation,
 
 
(b)
the Buyer has no liability of any kind to RBS for any Representation except in respect of those set out in the Transactional Documents, and
 
 
(c)
its only rights and remedies in respect of any Representations are those rights and remedies set out in the Transactional Documents.
 
22.4
Upon Completion, this Agreement shall supersede the Confidentiality Agreement.
 
22.5
RBS Group Undertakings (except RBS) and advisers to RBS may enforce the terms of this clause  22 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.
 
 
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22.6
Buyer's Group Undertakings (except the Buyer) and advisers to the Buyer may enforce the terms of this clause 22 subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999.
 
22.7
Nothing in this clause  22 shall have the effect of limiting any liability arising from fraud.
 
23.
ASSIGNMENT
 
23.1
Except as provided in this clause 23 or unless RBS and the Buyer specifically agree in writing, no person shall assign, transfer, charge or otherwise deal with all or any of its rights and/or benefits as under this Agreement nor grant, declare, create or dispose of any right or interest in it. Any purported assignment in contravention of this clause 23 shall be void.
 
23.2
RBS or the Buyer (the " Assignor ") may, without the consent of the other party, assign all or any of its rights and/or benefits (including any causes of action in connection with any of them) under this Agreement to a Permitted Assignee, who may enforce the same, as if it were the Assignor under this Agreement, provided that, if the assignee ceases to be a Permitted Assignee, the Assignor must procure that the rights and/or benefits so assigned to the assignee are assigned to a Permitted Assignee.  Any Permitted Assignee to whom an assignment is made in accordance with the provisions of this clause 23.2 may itself make an assignment as if it were the Assignor under the provisions of this clause 23.2.  For the purposes of this clause 23.2, a " Permitted Assignee " means in the case of RBS, an RBS Group Undertaking and in the case of the Buyer, a Buyer's Group Undertaking. Notwithstanding any such assignment by the Buyer to a Permitted Assignee, the Buyer shall remain responsible for its obligations under this Agreement and shall procure that any such Permitted Assignee complies with the terms of this Agreement with regard to all or any of its rights and/or benefits and/or obligations (if any) under this Agreement as applicable.
 
23.3
Immediately after any assignment in accordance with this clause 23, the Buyer or, as the case may be, RBS shall give written notice of the assignment to the other party containing details of the assignment including the name of the Assignor and Permitted Assignee.
 
23.4
If an assignment is made in accordance with this clause 23, the liabilities owed to or by any RBS Group Undertaking or any Buyer's Group Undertaking under the terms of any Transactional Document shall not be increased thereby and shall be no greater than such liabilities would have been if the assignment had not occurred and loss had therefore been incurred by the Buyer.  RBS agrees that it shall not be entitled to contend in any proceedings under this Agreement that, subject to the foregoing, its liability to a Permitted Assignee of the Buyer is reduced or affected in any way by virtue of the fact that the Buyer has suffered no actual loss or a different loss to that of the Permitted Assignee in respect of any breach by the Seller under this Agreement.
 
 
 
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24.
NOTICES
 
24.1
A notice or other communication under or in connection with this Agreement (a " Notice ") shall be:
 
 
24.1.1
in writing;
 
 
24.1.2
in the English language; and
 
 
24.1.3
delivered personally or sent by first class post pre-paid recorded delivery (and air mail if overseas) or by telex or by fax to the party due to receive the Notice to the address set out in clause  24.3 or to an alternative address, person, telex or fax number specified by that party by not less than 5 Business Days' written notice to the other party received before the Notice was despatched.
 
Any Notice sent to RBS shall be copied to *** at RBS Group, 135 Bishopsgate, London EC2M 3UR.
 
24.2
Unless there is evidence that it was received earlier, a Notice is deemed given if:
 
 
24.2.1
delivered personally, when left at the address referred to in clause  24.3;
 
 
24.2.2
sent by mail, except air mail, 2 Business Days after posting it;
 
 
24.2.3
sent by air mail, 6 Business Days after posting it; and
 
 
24.2.4
sent by fax, when confirmation of its transmission has been recorded by the sender's fax machine.
 
24.3
The address referred to in clause  24.1.3 is:
 
Name of party
Address
Fax No.
Marked for the attention of
RBS
RBS Group Legal
The Royal Bank of Scotland plc Gogarburn
Business House G
PO Box 1000
Edinburgh
EH12 1HQ
 +44 131 626 2997
Group General Counsel
The Buyer
1-2, Marunouchi 1-chome, Chiyoda-ku Tokyo 100-0005
+81 3 4333 9868
General Manager, Planning Department, International Banking Unit
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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25.
GOVERNING LAW AND JURISDICTION
 
25.1
This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, English law.
 
25.2
The courts of England have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a " Dispute ") including:
 
 
25.2.1
a dispute regarding the existence, validity or termination of this Agreement or the consequences of its nullity; and
 
 
25.2.2
any non-contractual obligations arising out of or in connection with this Agreement. For such purposes each party irrevocably submits to the jurisdiction of the English courts, waives any objections to the jurisdiction of those courts and irrevocably agrees that a judgement or order of the English courts in connection with this Agreement is conclusive and binding on it and may be enforced against it in the courts of any other jurisdiction.
 
25.3
The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.
 
25.4
The parties agree that the documents which start any proceedings relating to a Dispute (" Proceedings ") and any other documents required to be served in relation to those Proceedings may be served on the Buyer in accordance with clause 25.5. These documents may, however, be served in any other manner allowed by law.
 
25.5
The Buyer shall at all times maintain an agent for service of process and any other documents in proceedings in England or any other proceedings in connection with this Agreement. Such agent shall be Legal & Compliance Group, Planning Department, Sumitomo Mitsui Banking Corporation Europe Limited of 99 Queen Victoria Street, London EC4V 4EH and any claim form, judgement or other notice of legal process shall be sufficiently served on the Buyer if delivered to such agent at its address for the time being. The Buyer irrevocably undertakes not to revoke the authority of this agent without appointing a similarly situated agent for service of process in England and if, for any reason, RBS requests the Buyer to do so it shall promptly appoint another such agent with an address in England and advise RBS of such appointment. If, following such a request, the Buyer fails to appoint another agent, RBS shall be entitled to appoint one on behalf of the Buyer at the Buyer's expense.
 
26.
COUNTERPARTS
 
This Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Agreement by e-mail attachment or telecopy shall be an effective mode of delivery.
 
 
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SCHEDULE 1
SHARES AND PRICE
 
(1)
Shares/Group Companies (other than the Subsidiary Undertakings)
(2)
Seller
(3)
Cash Free Debt Free Price
(US$)
RBS Aerospace Limited
RBS Group Company (1)
***
RBS Aerospace UK
RBS Group Company (2)
***
RBS Australia Leasing
RBS
***
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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SCHEDULE 2
INFORMATION ABOUT THE COMPANIES
AND THE SUBSIDIARY UNDERTAKINGS
 
PART A
THE COMPANIES
 
1.
Name: RBS Aerospace Limited
 
Registered number:
270775
 
Place of incorporation:
Ireland
 
Address of registered office:
IFSC House, IFSC, Dublin 1, Ireland
 
Type of company:
Private limited company
 
Issued share capital:
500,002 ordinary shares of US$1.00 each
 
Directors:
Peter Barrett
   
Peter Commons
   
Rory Cullinan
   
Catharine Ennis
   
Barry Flannery
   
Brian Harvey
   
Gavin Petken
   
David Swan
 
Secretary:
Catharine Ennis
 
Accounting reference date:
31 December
 
Auditors:
Deloitte LLP
 
2.
Name: RBS Aerospace UK
 
Registered number:
04985584
 
Place of incorporation:
England and Wales
 
Address of registered office:
The Quadrangle, The Promenade, Cheltenham, GL50 1PX, United Kingdom
 
Type of company:
Private limited company
 
Issued share capital:
100 ordinary shares of US$1.00 each 2 deferred shares of £1.00 each
 
Directors:
Peter Barrett
   
Jonathan (Jef) Oliver
 
 
 
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Sharon Caterer
   
Graham Rolfe
   
Gavin Petken
 
Secretary:
Carolyn Whittaker
 
Accounting reference date:
31 December
 
Auditors:
Deloitte LLP
 
3.
Name: RBS Australia Leasing
 
Registered number:
Australian Company Number : 116 456 065
 
Place of incorporation:
Victoria, Australia
 
Address of registered office:
Level 28 RBS Tower, 88 Phillip Street, Sydney NSW 2000, Australia
 
Type of company:
Proprietary Company Limited by Shares
 
Issued share capital:
35,395,002 ordinary shares of 1.00 Australian Dollars each
 
Directors:
Peter Barrett
   
Barry Flannery
   
Stephen Williams
   
Andrew Chick
 
Secretary:
Martin Conley
 
Accounting reference date:
31 December
 
Auditors:
Deloitte Touche Tohmatsu

 
 
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PART B
THE SUBSIDIARY UNDERTAKINGS
 
1.
Name: GAL Holdings Limited
 
Registered number:
38623
 
Place of incorporation:
Bermuda
 
Address of registered office:
Canon's Court, 22 Victoria St, Hamilton
HM 12, Bermuda
 
Type of company:
Exempted
 
Issued share capital:
12,000 common shares of US$1.00 each
 
Directors:
Peter Barrett
   
Catharine Ennis
   
David Swan
 
Secretary:
Appleby Services (Bermuda) Limited
 
Accounting reference date:
31 December
 
Auditors:
None
2.
Name: RBS Aerospace Ireland Leasing 1 Limited
 
Registered number:
439885
 
Place of incorporation:
Ireland
 
Address of registered office:
IFSC House, IFSC, Dublin 1
 
Type of company:
Limited company
 
Issued share capital:
1 ordinary share of €1.00
 
Directors:
Peter Barrett
   
Barry Flannery
   
David Swan
   
Catharine Ennis
 
Secretary:
Catharine Ennis
 
Accounting reference date:
31 December
 
Auditors:
Deloitte
 
 
 
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3.
Name: RBS Aerospace Ireland Leasing 3 Limited
 
Registered number:
490274
 
Place of incorporation:
Ireland
 
Address of registered office:
IFSC House, IFSC, Dublin 1
 
Type of company:
Limited company
 
Issued share capital:
2 ordinary shares of €1.00 each
 
Directors:
Peter Barrett
   
Barry Flannery
   
David Swan
   
Catharine Ennis
 
Secretary:
Catharine Ennis
 
Accounting reference date:
31 December
 
Auditors:
Deloitte
4.
Name: RBS Paris Leasing 1 Sarl
 
Registered number:
Numero d’identification : 522 659 200 R.C.S Paris
   
Numero de gestion : 2010 B 11128
 
Place of incorporation:
France
 
Address of registered office:
90 avenue des Champs-Elysées, 75008, Paris
 
Type of company:
Société à responsabilité Limitée
 
Issued share capital:
EUR 1
 
Directors:
Managers :
   
Peter Barrett
   
Catharine Ennis
   
Conor Burns
   
Shareholder Representative :
   
David Swan
 
Secretary:
None
 
Accounting reference date:
31 December
 
Auditors:
None
 
 
- 71 -

 
 
5.
Name: RBS Labuan Leasing 1 Limited
 
Registered number:
LL 06907
 
Place of incorporation:
Labuan, Malaysia
 
Address of registered office:
Unit Level 13 (A), Main Office Tower, Financial Park Labuan, Jalan Merdeka, 87000, Federal Territory of Labuan, Malaysia
 
Type of company:
Company limited by shares
 
Issued share capital:
100 ordinary shares of US$1.00 each
 
Directors:
Peter Barrett
   
Catharine Ennis
   
David Swan
 
Secretary:
Messers. Zaid Ibrahim Secretarial Services SDN. BHD (as Resident secretary)
 
Accounting reference date:
31 December
 
Auditors:
Deloitte

 
- 72 -

 
 
SCHEDULE 3
COMPLETION REQUIREMENTS
 
1.
 
Obligations of RBS
 
1.1
At Completion RBS shall deliver to the Buyer:
 
 
1.1.1
evidence in a form reasonably satisfactory to the Buyer (by way of certificate of RBS or otherwise) of satisfaction of the RBS Condition;
 
 
1.1.2
transfers in respect of the Shares to the Buyer or its nominee(s) (subject to written notification to RBS not less than 5 Business Days before Completion), duly executed by the relevant Sellers, and the share certificates for the Shares (or an indemnity in lieu thereof);
 
 
1.1.3
(if the Buyer so requires) other than in respect of RBS Australia Leasing, irrevocable powers of attorney in the agreed form duly executed by the relevant Sellers in favour of the Buyer or its nominee(s) (subject to written notification to RBS not less than 5 Business Days before Completion) in respect of the Shares which enables the Buyer or its nominee(s) (pending registration of the relevant transfers) to attend and vote at general meetings of the Companies and exercise all other rights attaching to the Shares and to appoint proxies for this purpose;
 
 
1.1.4
(if the Buyer so requires) an irrevocable power of attorney in the agreed form for RBS Australia Leasing duly executed by RBS in favour of the Buyer (or its nominee) (subject to written notification to RBS not less than 5 Business Days before Completion) in respect of the Shares in RBS Australia Leasing which enables the Buyer (or its nominee) to appoint any person as sole proxy of RBS to attend members meetings and exercise the votes attached to such Shares transferred to the Buyer (or its nominee) pending registration of such transfer;
 
 
1.1.5
the common seal (if any), statutory books, certificates of incorporation and certificate(s) of incorporation on change of name for each Group Company (and for the purpose of this paragraph 1.1.5 delivery shall be deemed if such items are located at the registered office of any Group Company on the Completion Date);
 
 
1.1.6
share certificates for all issued shares in the capital of each Subsidiary Undertaking held by a Group Company;
 
 
1.1.7
to the extent applicable copies of a letter to each Group Company from its auditors resigning their offices with effect from Completion and in the case of Group Companies incorporated in:
 
 
(a)
England and Wales, containing the statement referred to in section 519 of the Act;
 
 
(b)
Ireland, incorporating a statement complying with section 185(2) of the Companies Act of Ireland 1990 that there are no circumstances connected with the resignation that the auditors consider should be
 
 
- 73 -

 
 
brought to the notice of the members or creditors of the relevant Group Companies, the originals of such letters having been deposited at the registered office of the relevant company;
 
 
1.1.8
resignations in the agreed form from each of Sharon Caterer, Peter Commons, Martin Conley, Rory Cullinan, Andrew Chick, Gavin Petken, Graham Rolfe, Carolyn Whittaker and Stephen Williams to the extent still in office at Completion (the " Resigning Officers ") in respect of each of their positions as directors and/or secretary of Group Companies, expressed to take effect from the end of the meetings held pursuant to paragraphs  1.2 to 1.4 of this Schedule 3;
 
 
1.1.9
the Reverse Transitional Services Agreement, duly executed by RBS;
 
 
1.1.10
the Transitional Trademark Licence, duly executed by The Royal Bank of Scotland Group plc;
 
 
1.1.11
as evidence of the authority of each person executing a document referred to in this Schedule 3 on behalf of RBS, a certified copy of the power of attorney conferring such authority; and
 
 
1.1.12
Updated Exhibit 1.
 
1.2
RBS shall ensure that at Completion a meeting of the board of directors of RBS Aerospace Limited is held at which the directors:
 
 
1.2.1
vote in favour of the registration of the Buyer or its nominee(s) as member(s) of the Company in respect of the shares of RBS Aerospace Limited (subject to the production of properly stamped transfers);
 
 
1.2.2
appoint persons nominated by the Buyer as directors, secretary and auditors of RBS Aerospace Limited with effect from the end of the meeting; and
 
 
1.2.3
accept the resignations of the Resigning Officers of RBS Aerospace Limited so as to take effect from the end of the meeting.
 
1.3
RBS shall ensure that at Completion a meeting of the board of directors of RBS Aerospace UK is held at which the directors:
 
 
1.3.1
vote in favour of the registration of the Buyer or its nominee(s) as member(s) of the Company in respect of the shares of RBS Aerospace UK (subject to the production of properly stamped transfers);
 
 
1.3.2
appoint persons nominated by the Buyer as directors, secretary and auditors of RBS Aerospace UK with effect from the end of the meeting; and
 
 
1.3.3
accept the resignations of the Resigning Officers of RBS Aerospace UK so as to take effect from the end of the meeting.
 
 
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1.4
RBS shall ensure that at Completion a meeting of the board of directors of RBS Australia Leasing is held at which the directors:
 
 
1.4.1
vote in favour of the registration of the Buyer or its nominee(s) as member(s) of the Company in respect of the shares of RBS Australia Leasing (subject to the production of properly stamped transfers, to the extent required to be stamped under Australian law);
 
 
1.4.2
appoint persons nominated by the Buyer as directors, secretary and auditors of RBS Australia Leasing with effect from the end of the meeting (subject to each of such persons having given such Company a signed consent to act before such meeting); and
 
 
1.4.3
accept the resignations of the Resigning Officers of RBS Australia Leasing so as to take effect from the end of the meeting.
 
2.
Buyer's obligations
 
At Completion the Buyer shall deliver to RBS:
 
2.1
evidence in a form reasonably satisfactory to RBS (by way of certificate of the Buyer or otherwise) of satisfaction of the Buyer's Conditions;
 
2.2
the Reverse Transitional Services Agreement, duly executed by the Buyer;
 
2.3
the Transitional Trademark Licence, duly executed by the Buyer;
 
2.4
***, duly executed by the Buyer;
 
2.5
if obtained at or prior to Completion, evidence of the irrevocable release and discharge of all Third Party Assurances listed in Exhibit 2 and as contemplated in clause 4.4.2 or clause 4.4.3 (as applicable);
 
2.6
if obtained at or prior to Completion, evidence of the consents and waivers described in paragraph 2.3 of Schedule 12;
 
2.7
as evidence of the authority of each person executing a document referred to in this Schedule 3 on the Buyer's behalf:
 
 
2.7.1
a copy of the minutes of a duly held meeting of the directors of the Buyer (or a duly constituted committee thereof) authorising the execution by the Buyer of the document and, where such execution is authorised by a committee of the board of directors of the Buyer, a copy of the minutes of a duly held meeting of the directors constituting such committee or the relevant extract thereof; or
 
 
2.7.2
a copy of the power of attorney conferring the authority,
 
in each case certified to be a true copy by a director or the secretary of the Buyer.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 75 -

 


 
 
SCHEDULE 4
RBS WARRANTIES
 
Table of Contents
 
No.
Subject Matter
1.
Capacity and Authority
2.
Shares and Subsidiary Undertakings
3.
Accounts
4.
Financial Matters
5.
Tax
6.
Aircraft and Lease Documents
7.
Intellectual Property
8.
Information Technology
9.
Insurance
10.
Real Property
11.
Agreements
12.
Affiliate Transactions
13.
Employees
14.
Pensions and Other Benefits
15.
Guarantees and Indemnities
16.
Financial Indebtedness
17.
Insolvency, Winding up etc.
18.
Competition
19.
Regulatory Matters
20.
Litigation and Compliance with Law
21.
Powers of Attorney and Authorities
22.
Brokerage or Commissions
23.
Environmental
 
 
 
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1.
CAPACITY AND AUTHORITY
 
1.1
Right, power, authority and action
 
 
1.1.1
RBS and each Group Company is validly incorporated, in existence and duly registered and in good standing under the laws of its jurisdiction (where such concept is understood) and has full power to conduct its business as conducted on the date of this Agreement.
 
 
1.1.2
RBS has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement and each Transactional Document to be executed by RBS at or before Completion.
 
 
1.1.3
Each Group Company has the right, power and authority to conduct its business as conducted at the date of this Agreement.
 
1.2
Binding agreements
 
The obligations of RBS or any other relevant RBS Group Undertaking under the Transactional Documents are, or when the relevant document is executed will constitute, binding obligations of such company in accordance with their respective terms.
 
1.3
No conflicts or default
 
The execution and delivery of, and the performance by RBS and each Group Company of their respective obligations under, this Agreement and/or any Transactional Document, and the consummation by RBS and the Group Companies of each of the Pro Forma Transactions, will not:
 
 
1.3.1
result in a breach of any provision of the memorandum or articles of association or by-laws or equivalent constitutional documents of RBS or any Group Company;
 
 
1.3.2
result in a breach of any order, judgment or decree of any court or governmental authority to which RBS or any Group Company is a party or by which RBS or any Group Company is bound or submits;
 
 
1.3.3
other than pursuant to the Financing Documents or the Airspeed Servicing Agreement, result in a breach of, or constitute a default under, any agreement or instrument to which RBS or any Group Company is a party or by which any Group Company is bound and which is material in the context of the transactions contemplated by this Agreement;
 
 
1.3.4
result in the creation or imposition of any Encumbrance on any of the Shares or any of the property or assets of any Company;
 
 
1.3.5
save as referred to in clause 3 of this Agreement, require RBS or any Group Company prior to Completion to obtain any consent or approval of, or give any notice to or make any registration with, any governmental or other authority which has not been obtained or made at the date hereof both on an
 
 
- 77 -

 
 
unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by reason of any misrepresentation or misstatement) and which in the case of any Group Company is material in the context of the transactions contemplated by this Agreement; or
 
 
1.3.6
require RBS or any Group Company to obtain any consent or approval of any of its shareholders.
 
2.
SHARES AND SUBSIDIARY UNDERTAKINGS
 
2.1
The Shares
 
 
2.1.1
RBS, or wholly-owned subsidiaries of RBS, are the sole legal and beneficial owners of the Shares.
 
 
2.1.2
The Shares comprise the whole of the allotted and issued share capital of the Companies and are fully paid or credited as fully paid.
 
 
2.1.3
There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any of the Shares or unissued shares in the capital of any Company.
 
 
2.1.4
Other than this Agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of any Company (including an option or right of pre-emption or conversion).
 
2.2
Group Companies
 
 
2.2.1
The Companies do not have any subsidiary undertakings other than the Subsidiary Undertakings.
 
 
2.2.2
The particulars of the Group Companies set out in Schedule 2 are true and accurate in all material respects.
 
 
2.2.3
The Constitutional Documents relating to each Group Company are complete and accurate in all material respects. No Group Company is in violation of any provision of its Constitutional Documents which is material in the context of the transactions contemplated by this Agreement.
 
 
2.2.4
No Group Company has an interest in, nor has agreed to acquire an interest in or merge or consolidate with, a corporate body or any other person other than the Subsidiary Undertakings.
 
 
2.2.5
Each allotted and issued share in the capital of each Subsidiary Undertaking is legally and beneficially owned by a Group Company alone and is fully paid or credited as fully paid.
 
 
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2.2.6
There is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to a share or unissued share in the capital of a Subsidiary Undertaking.
 
 
2.2.7
Other than this Agreement, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of any Subsidiary Undertaking (including an option or right of pre-emption or conversion).
 
3.
ACCOUNTS
 
3.1
The Accounts of RBS Aerospace Limited give a true and fair view, in accordance with IFRS, of the state of affairs of the Company as at the Last Accounting Date and of the profit for the year then ended and have been properly prepared in accordance with the Irish Companies Acts 1963 to 2009.
 
3.2
The Accounts of RBS Aerospace UK give a true and fair view of the state of the Company's affairs as at the Last Accounting Date and of its profit for the year then ended and have been properly prepared in accordance with IFRS as adopted by the European Union and have been prepared in accordance with the requirements of the Companies Act 2006.
 
3.3
The Accounts of RBS Australia Leasing are in accordance with the Australian Corporations Act 2001 and give a true and fair view of the Company's financial position as at the Last Accounting Date and of its performance for the year ended on that date and comply with Australian Accounting Standards and the Corporations Regulations 2001.
 
3.4
No change in accounting policies has been made in preparing the accounts of any Company for each of the 3 financial years of the relevant Company ended on the Last Accounting Date, except as stated in the audited balance sheets, profit and loss accounts and cash flow statements or the notes thereto for those years.
 
3.5
The line items headed "Operating Lease Assets", "Customer Deposits", "RBS Debt" and "Third Party Debt" in the Interim Balance Sheet, each of which is circled and initialled on behalf of the parties by way of identification, was prepared consistently in all material respects with the accounting policies applied in the preparation of the balance sheet comprised in the Accounts of RBS Aerospace Limited.
 
3.6
The line item headed "Operating Lease Assets" in the Interim Balance Sheet provides a reasonable representation of the Interim Operating Lease Assets, the line item headed "Customer Deposits" in the Interim Balance Sheet provides a reasonable representation of the Interim Customer Deposits, the line item headed "RBS Debt" in the Interim Balance Sheet provides a reasonable representation of the Interim RBS Debt and the line item headed "Third Party Debt" in the Interim Balance Sheet provides a reasonable representation of the Interim Third Party Debt, in each case taking into account that the Interim Balance Sheet:
 
 
3.6.1
was neither audited nor prepared for the purposes of being audited; and
 
 
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3.6.2
reflects the Pro Forma Transactions and the transfer to a Group Company of the Lombard Aircraft as if each had taken place prior to 30 September 2011.
 
3.7
The figures in the column headed "30 September TB for Tess entities before adjustments" used in preparation of the Interim Balance Sheet and circled and initialled on behalf of the parties by way of identification, were extracted solely from and reflect all of the items contained in the financial records relating to the Group Companies, and also used for the purposes of preparing the consolidated accounts of The Royal Bank of Scotland Group plc as at and for the period ended 30 September 2011.
 
 
4.
FINANCIAL MATTERS
 
4.1
Since the Last Accounting Date:
 
 
4.1.1
the business of each Group Company has been carried on in the ordinary and usual course and so as to maintain it as a going concern;
 
 
4.1.2
no Group Company has acquired or disposed of any material asset including aircraft and engines, or assumed any material liability other than on arm's length terms and in the ordinary course of business;
 
 
4.1.3
there has been no Business Deterioration;
 
 
4.1.4
no Group Company has declared, paid or made a dividend or distribution (including a distribution within the meaning of the CTA 2010 or the TCA 1997) except as provided in the Accounts;
 
 
4.1.5
no Group Company has created, allotted, issued, acquired, repaid or redeemed share or loan capital or made an agreement or arrangement or undertaken an obligation to do any of those things; and
 
 
4.1.6
no Group Company has factored or sold any debts.
 
4.2
For the purposes of paragraph 4.1.3 above, " Business Deterioration " means a material deterioration in the turnover, trading performance or financial position of the Group taken as a whole; provided, however, that "Business Deterioration" shall not include the impact on the Group to the extent arising out of or attributable to:
 
 
(a)
changes that generally affect the industries in which the Group operates (including legal or regulatory changes);
 
 
(b)
changes in general economic or political conditions;
 
 
(c)
changes affecting capital market conditions,
 
including in each of sub-paragraphs (a), (b) and (c) of this definition any changes resulting from an outbreak or escalation of hostilities, war, acts of terrorism, political instability or other national or international calamity, crisis, emergency, epidemic or natural disaster, or any governmental or other response to any of the foregoing;
 
 
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(d)
changes in laws or accounting standards (including IFRS);
 
 
(e)
the announcement of the execution of any Transactional Document, the transactions contemplated by any Transactional Document and the implementation of any transaction contemplated by any such agreement; or
 
 
(f)
matters arising from normal business fluctuations,
 
except to the extent that the matters in subparagraph (a) to (d) of this definition have an impact on the Group that is disproportionate to the effect on other companies operating in the industries in which the Group operates.
 
4.3
The statutory books and accounting records of each Group Company required to be kept in accordance with applicable laws in its jurisdiction of incorporation have been maintained in all material respects in accordance with such laws so far as RBS is aware and are in the possession or control of the relevant Group Company.
 
 
5.
TAX
 
5.1
Each liability to Tax of a Group Company (other than any liability to Tax arising from the application of Division 45 of the Australian Income Tax Assessment Act 1997 in connection with the sale of the Shares of RBS Australia Leasing pursuant to this Agreement), whether accountable on a primary or secondary basis, which arises:
 
 
5.1.1
in consequence of an Event occurring on or before Completion or in consequence of the event of Completion; or
 
 
5.1.2
in respect of or by reference to any income, profits or gains which were earned, accrued or received by a Group Company on or before the Completion Time or in respect of a period ending on or before the Completion Time,
 
will have been either:
 
 
5.1.3
discharged on or before Completion;
 
 
5.1.4
taken into account in computing the amount of an allowance, provision or reserve in the Completion Statement (including deferred tax and thereby reducing the Final Share Price from what it would otherwise have been); or
 
 
5.1.5
taken into account in the UK Lessor Tax Adjustment.
 
5.2
Each Group Company is and has at all times been resident only in its jurisdiction of incorporation for Tax purposes and does not carry on a business in any other jurisdiction through a permanent establishment.
 
5.3
Each Group Company has paid all Tax which has fallen due and payable and is not, and has not in the 6 years ending on the date of this Agreement been, liable to pay any material penalty, surcharge, fine or interest in connection with Tax.
 
5.4
Each Group Company has deducted or withheld all Tax which it has been obliged by law to deduct or withhold from amounts paid by it and has properly accounted to the relevant Tax Authority for all amounts of Tax so deducted or withheld, other than
 
 
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where the failure to deduct or withhold such Taxes would not result in a material liability.
 
5.5
So far as RBS is aware, each Group Company has within applicable time limits made all returns, provided all information and maintained all records in relation to Tax as it is required to make, provide or maintain and has fully complied on a timely basis with all notices served on it and any other requirements lawfully made of it by any Tax Authority.
 
5.6
No Group Company is involved in any material dispute in relation to Tax with any Tax Authority.
 
5.7
So far as RBS is aware, each Group Company has sufficient records relating to past events, including any elections made, to calculate the Tax liability or relief that would arise on any disposal or on the realisation of any asset owned by any Group Company at Completion.
 
5.8
Except as provided for in the Completion Statement, no Group Company is, or will be, obliged to make or be entitled to receive any payment for the intra-group transfer of Reliefs in respect of any period ending on or before Completion.
 
5.9
To the extent any Relief from Irish Tax arising from the payment by a Group Company subject to Irish Tax of *** as mentioned in clause 4.10 has been reflected in item 14 (Deferred Tax) in the Completion Statement, such Relief will be available as at the Completion Time.
 
6.
AIRCRAFT AND LEASE DOCUMENTS
 
If Lombard owns the Lombard Aircraft as at any date on which the Warranties set out in this paragraph 6 are made or repeated, Lombard will be treated as a "Group Company" for the purposes of such Warranties, to the extent that such Warranties relate to the Lombard Aircraft and any related Lease Documents.
 
6.1
So far as RBS is aware, no Total Loss with respect to an Aircraft or Engine has occurred and no Group Company has been notified in accordance with the terms of the relevant Lease Documents that:
 
 
6.1.1
any event has occurred which, with the passing of time or giving of notice, would constitute a Total Loss of an Aircraft or Engine;
 
 
6.1.2
an Aircraft has been involved in any incident which has caused Major Damage to an Aircraft or Engine; or
 
 
6.1.3
an Aircraft is the subject of any requisition for use.
 
6.2
All Aircraft owned or leased by a Group Company are set forth in Part A of Exhibit 1.  The relevant Owner (including, for each Owner Trust Aircraft, the owner of the legal title and the owner of the beneficial title listed in Column 2 of Part A of Exhibit 1,
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 82 -

 
 
collectively) has full legal and beneficial title in and to the Aircraft listed opposite its name in Column 5 of Part A of Exhibit 1  and such Owner owns such Aircraft free and clear of all Security Interests other than Permitted Security Interests (and, in relation to the Financed Aircraft, other than any Security Interest created pursuant to a Financing Document).  The relevant Owner (including, for each Owner Trust Aircraft, the owner of the legal title and the owner of the beneficial title, collectively) has full legal and beneficial title in and to each Engine (other than to the extent that (in a limited number of jurisdictions) title to such Engine has been automatically transferred by virtue of applicable law upon the removal of such Engine from the relevant Aircraft, in which case the Owner shall have title to the engine installed on the Aircraft, or the right to a replacement engine in accordance with the applicable terms of the relevant Lease Documents) and such Owner owns such Engine free and clear of all Security Interests other than Permitted Security Interests (and, in relation to the Financed Aircraft, other than any Security Interest created pursuant to a Financing Document). At Delivery, each Aircraft had installed Engines the number and model of which are generally accepted by the manufacturer of the Aircraft.
 
6.3
Lease Documents
 
 
6.3.1
The Lease Documents in respect of an Aircraft or Engine constitute the entire agreement (insofar as is material) between the relevant Lessor and the relevant Lessee with respect to the leasing of that Aircraft.
 
 
6.3.2
The Data Room contains true and accurate copies of all of the Lease Documents (insofar as is material) in relation to each Aircraft and Engine.
 
 
6.3.3
Other than the Lease Documents and the Financing Documents, there are no written or oral agreements or arrangements to which a Group Company is a party that are material to the leasing of any Aircraft or Engine.
 
6.4
The Financing Documents (together with any documents or agreements in respect of the RBS Debt) constitute all of the agreements (insofar as is material) relating to Financial Debt that remains outstanding in respect of any Aircraft or Engine.
 
6.5
The relevant Lessor has not assigned or transferred any of its rights or obligations under any Lease Document other than pursuant to the Financing Documents and has not consented to the relevant Lessee assigning any of its rights under the Lease Documents.
 
6.6
No written notice of the termination of the leasing of any Aircraft or Engine pursuant to any Lease Documents has been given by the relevant Lessee or received by the relevant Lessor from the relevant Lessee and has not been withdrawn.
 
6.7
Default
 
 
6.7.1
No Lessee is in default (after the expiry of any applicable grace period) as to its obligation to make scheduled payments under any relevant Lease Documents in respect of an Aircraft or Engine (" Payment Default ").
 
 
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6.7.2
Other than a Payment Default, no Lessor has been notified in accordance with the terms of the relevant Lease Documents of the occurrence of any Event of Default (as defined in the relevant Lease Documents) that is continuing.
 
 
6.7.3
Other than a Payment Default, no Lessor has served a written notice to any Lessee stating that an Event of Default (as defined in the relevant Lease Documents) has occurred, where such Event of Default is continuing.
 
6.8
Except pursuant to the Lease Documents, the Financing Documents, in relation to the Ordered Aircraft, or as set forth in sub-folder Phase 4 – Data Room > Responses to Final Due Diligence > SMBC and Sumitomo Corporation > Third Party Sale Agreements' of the Data Room or Part C of Exhibit 1, no Group Company is party to any written contractual commitments (including the grant of any options) to sell or lease any aircraft or Aircraft or engine or Engine.
 
6.9
No Lessee has exercised a right under any written contractual commitments (including any option) to purchase, or extend the term of the leasing of, any Aircraft or Engine where such right has not taken effect at the date of this Agreement.
 
6.10
Except for the OEM Contracts or in relation to the Ordered Aircraft, no Group Company has any outstanding purchase orders or other written contractual commitments to or with manufacturers or any other person to purchase aircraft or engines. The Data Room contains complete and correct copies of all of the agreements (insofar as is material) between a Group Company and a manufacturer or any other person in respect of such purchase orders or other written contractual commitments.
 
6.11
There are no material outstanding claims that a Lessor is in breach of its obligations under the relevant Lease Documents asserted in writing by any Lessee (including such claims in relation to a contribution by the relevant Lessor, in accordance with the terms of the Lease Documents, towards the cost of compliance with any airworthiness directive with respect to any Aircraft).
 
6.12
The Group Companies are in compliance with all material obligations under the Lease Documents.
 
6.13
The document in sub-folder 'Phase 3 – Data Room > F. Financial Information > 1. Financials' of the Data Room entitled 'Aged Debtors Report at 300911' contains true and accurate information regarding overdue payments under any Lease Documents as at 30 September 2011.
 
7.
INTELLECTUAL PROPERTY
 
7.1
No Group Company infringes any third party rights in Intellectual Property.
 
7.2
So far as RBS is aware, there is no unauthorised use or infringement by any third party of any Intellectual Property owned by any Group Company.
 
8.
INFORMATION TECHNOLOGY
 
8.1
The Data Room contains complete and accurate copies of all current material Information Technology agreements and licences to which any Group Company is a
 
 
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party under the terms of which expenditure of EUR100,000 or more has been incurred either:
 
 
8.1.1
during the 12 month period ended on the Last Accounting Date; or
 
 
8.1.2
between 1 January 2011 and 30 September 2011 (inclusive).
 
8.2
So far as RBS is aware, none of the Information Technology agreements contained in the Data Room has been the subject of any breach or default, or is liable to be terminated or otherwise adversely affected by Completion.
 
9.
INSURANCE
 
9.1
Policies
 
The Disclosure Letter contains a list of each current insurance and indemnity policy (other than any policies maintained by Lessees in respect of Aircraft or Engines) in respect of which any Group Company has an interest (together the " Policies ").  Sub-folder 'Phase 3 – Data Room > H. Miscellaneous > 1. Fleet Insurance Contingency Policy' of the Data Room contains true and complete copies of the Contingent Liability Policy.
 
9.2
Claims
 
No claim relating to the Business is outstanding under any of the Policies where the amount claimed is in excess of US$1,000,000 (a " Relevant Insurance Claim ") and RBS is not aware of any circumstances which are likely, on the balance of probabilities, to give rise to any such claim and which has not been reported to the insurers.  None of RBS, the Group Companies nor the person to whom such Policy has been issued has received notice in writing that any insurer under any Policy is denying liability, or defending itself under a reservation of rights clause, with respect to any Relevant Insurance Claim.  Neither RBS nor any Group Company has received notice in writing that any insurer under any insurance policy maintained by a Lessee in respect of any Aircraft or Engine is denying liability, or defending itself under a reservation of rights clause, with respect to any claim under such policy.
 
9.3
Premiums
 
All premiums which are due under the Policies have been paid.
 
10.
REAL PROPERTY
 
10.1
Extent of property
 
 
10.1.1
Copies of all relevant leases, tenancies, licences or rights of occupation granted to or by any Group Company in respect of the Property are contained in the Data Room.
 
 
10.1.2
The Property comprises all of the land and premises vested in, occupied or used by, or in the possession of, the Group Companies.
 
 
10.1.3
No part of the Property is sub-let.
 
 
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10.2
Property Proceedings
 
So far as RBS is aware:
 
 
10.2.1
there are no Property Proceedings and none are pending or threatened;
 
 
10.2.2
there is no outstanding notice, judgment, order, decree, arbitral award or decision of a court, tribunal, arbitrator or governmental authority affecting the Property.
 
10.3
Outstanding property liabilities
 
 
10.3.1
Except in relation to the Property, no Group Company has any liability arising out of a conveyance, transfer, lease, tenancy, licence, agreement or other document relating to land, premises or an interest in land or premises.
 
 
10.3.2
There is no subsisting material breach of a material term of any Property Lease.
 
11.
AGREEMENTS
 
11.1
The Data Room contains true and complete copies (or with respect to any such agreement that is not in writing, a summary of the material terms thereof) of each of the following types of agreements, together with all amendments and supplements thereto, to which any of the Group Companies is a party (collectively, the " Material Agreements "):
 
 
11.1.1
other than the Financing Documents and in relation to the RBS Debt, any agreement relating to Financial Debt in excess of US$750,000 owed by any of the Group Companies;
 
 
11.1.2
all agreements relating to any merger or other business combination;
 
 
11.1.3
any joint venture, consortium, partnership or association of which a Group Company is a member or a party (other than a bona fide trade association);
 
 
11.1.4
all agreements other than relating to aircraft and/or engines and/or component parts pursuant to which a Group Company has an obligation to expend in excess of US$750,000 per annum;
 
 
11.1.5
any distributorship, agency, franchise or management agreement or arrangement; or
 
 
11.1.6
other than relating to aircraft and/or engines and/or component parts, or employment contracts, any agreement to which any Group Company is a party:
 
 
(a)
under the terms of which any Group Company has paid or received aggregate consideration in excess of US$750,000 in the 12 months prior to the date of this Agreement; or
 
 
(b)
under the terms of which any Group Company is under an obligation to pay or has a contractual right to receive aggregate consideration in
 
 
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excess of US$750,000 in the 12 months from the date of this Agreement; or
 
 
(c)
which cannot be terminated in accordance with its terms at no cost to a Group Company within 12 months of a Group Company serving notice to do so.
 
 
11.1.7
so far as RBS is aware any agreement (other than a Lease Document) containing a restrictive covenant which materially restricts the ability of any Group Company to carry on the Business in any jurisdiction.
 
11.2
So far as RBS is aware, no Group Company is a party to:
 
 
11.2.1
an agreement entered into other than in the usual course of its business;
 
 
11.2.2
an agreement, arrangement or obligation entered into other than by way of a bargain at arm's length (excluding any contracts with any RBS Group Undertaking).
 
11.3
Each Material Agreement constitutes a legal and binding agreement on the part of the relevant Group Company. Each Group Company has in all material respects performed all of the terms and conditions of those Material Agreements to which it is a party. None of the Group Companies has, so far as RBS is aware, served written notice on any counterparty to a Material Agreement that such counterparty is in material breach of such Material Agreement.
 
12.
AFFILIATE TRANSACTIONS
 
There are no agreements or arrangements between any of the Group Companies, on the one hand, and any RBS Group Undertaking (other than a Group Company) or any officer or director thereof, on the other and which are material to Group Companies or the operation of the Business other than in relation to RBS Debt or as to be provided under the Transitional Services Agreement.
 
13.
EMPLOYEES
 
13.1
General
 
Each employment contract between any Group Company and any of its employees can be terminated by the Group Company by giving 12 months' notice or less, without giving rise to a claim for damages or compensation for having failed to give sufficient notice (other than a statutory redundancy payment or statutory compensation for unfair dismissal).
 
13.2
Trade unions
 
 
13.2.1
No Group Company has an agreement or arrangement with, nor does it recognise a trade union, works council, staff association or other body representing any of its employees.
 
 
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13.2.2
No Group Company is involved in, and no fact or circumstance exists which might give rise to, a dispute with a trade union, works council, staff association or other body representing any of its employees.
 
13.3
Other matters
 
 
13.3.1
***, details are contained in the Data Room of:
 
 
(a)
the terms of all current contracts of employment of each Company Key Employee together with material details of all contractual benefits to which they are entitled;
 
 
(b)
all standard terms of employment for each category or grade of employee of each Group Company together with all written policies relating to the provision of material benefits applicable to each grade or category of employee;
 
 
(c)
employees of each Group Company showing their employing entity, date of commencement of employment, job title and basic salary per annum; and
 
 
(d)
any share option or share schemes in which any director, officer or employee of a Group Company participates.
 
 
13.3.2
No Group Company is obliged to increase or vary, nor has it made provision to increase or vary, the total annual remuneration payable to or benefits receivable by its directors, other officers and employees by more than 10 per cent. or to increase the rate of remuneration of a director, other officer or employee entitled to a basic salary of more than *** per annum.
 
 
13.3.3
There is no agreement or arrangement between any Group Company and an employee or former employee with respect to his employment, his ceasing to be employed or his retirement which is not included in the written terms of his employment or previous employment, or the governing documents of the Disclosed Schemes. No Group Company has provided, or agreed to provide, a gratuitous payment or gratuitous benefit to a director, officer or employee or to any of their dependants.
 
13.4
Compliance with law
 
So far as RBS is aware, each Group Company has complied in all material respects with each obligation imposed on it by, and each order and award made under, statute (including immigration laws), regulation and collective agreement relevant to the relations between it and its employees or a trade union or the terms of employment of its employees.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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13.5
Employment disputes
 
No Group Company is involved in any active or, so far as RBS is aware, pending or threatened court, tribunal or arbitration proceedings in respect of any employee or former employee of a Group Company.
 
14.
PENSIONS AND OTHER BENEFITS
 
14.1
Schemes in operation
 
Save for the Disclosed Schemes there is not in operation, and there is no proposal to enter into or establish, any agreement or arrangement for the payment by any Group Company of, or payment by any Group Company of a contribution towards, a pension, allowance or lump sum on retirement, death or disability for the benefit of an employee or former employee of any Group Company or any dependants of an employee or former employee of any Group Company.
 
14.2
Information
 
The Data Room contains a copy of the explanatory documentation (including where relevant the current trust deeds, rules and members' booklets) for each of the Disclosed Schemes, any subsequent announcements altering such documentation and a schedule indicating which of the employees of the Group Companies are members of which Disclosed Schemes. So far as RBS is aware, such documentation is accurate in all material respects.
 
14.3
Contributions to the Disclosed Schemes
 
All contributions and expenses due to the Disclosed Schemes up to the date of this Agreement have been duly and punctually paid by each Group Company and its employees.
 
14.4
Compliance
 
 
14.4.1
So far as RBS is aware, each of the Disclosed Schemes has in all material respects been administered in accordance with all applicable legal and regulatory requirements. So far as RBS is aware, each Group Company has complied with its obligations under the Disclosed Schemes in all material respects. No employee of any Group Company has a contractual entitlement to defined benefits, benefits at a particular level or to participate in a defined benefit pension scheme.
 
 
14.4.2
So far as RBS is aware, no actions, suits or claims (other than routine claims for benefits) have been made or threatened against the trustees or administrators of the Disclosed Schemes by or in respect of any employee or former employee of a Group Company and so far as RBS is aware there are no circumstances which might give rise to any such action, suit or claim. So far as RBS is aware, there is no claim in payment under any Disability Scheme in respect of any employee of a Group Company.
 
 
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15.
GUARANTEES AND INDEMNITIES
 
Other than those entered into in the ordinary course of its business or as set out in Exhibit 2 (Third Party Assurances), no Group Company is a party to nor is liable under a guarantee, indemnity or other agreement to secure or incur a financial or other obligation with respect to another person's obligation (other than any other Group Company).
 
16.
FINANCIAL INDEBTEDNESS
 
No Group Company owes any Financial Debt to any person other than a RBS Group Undertaking other than the Financial Debt owing pursuant to the Financing Documents.
 
17.
INSOLVENCY, WINDING UP ETC .
 
17.1
Winding up
 
No order has been made and, so far as RBS is aware, no petition has been presented or resolution passed for the winding up of any Group Company or for the appointment of a liquidator or provisional liquidator to any Group Company.
 
17.2
Administration or Examinership
 
No administrator, examiner or interim examiner has been appointed in relation to any Group Company.  No notice has been given or filed with the court of an intention to appoint an administrator, an examiner or an interim examiner.  No petition or application has been presented or order made for the appointment of an administrator, examiner or interim examiner in respect of any Group Company.
 
17.3
Receivership
 
No receiver or administrative receiver has been appointed, nor any notice given of the appointment of any such person, over the whole or part of any Group Company's business or assets.
 
17.4
Moratorium
 
No moratorium has been sought or has been granted or imposed under section 1A of the Insolvency Act 1986 in respect of RBS Aerospace UK, any equivalent or analogous legislation in Ireland in respect of any Group Company incorporated in Ireland and any equivalent or analogous legislation in Australia in respect of RBS Australia Leasing.
 
17.5
Voluntary arrangements
 
No voluntary arrangement has been proposed under section 1 of the Insolvency Act 1986 in respect of any Group Company.
 
 
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17.6
Scheme of arrangement
 
No compromise or arrangement has been proposed, agreed to or sanctioned under:
 
 
(a)
Part 26 (Arrangements and Reconstructions) of the Act in respect of RBS Aerospace UK;
 
 
(b)
section 201 of the Companies Act of Ireland 1963 in respect of any Group Company incorporated in Ireland; and
 
 
(c)
Part 5.1 (Arrangement and Reconstructions) of the Corporations Act 2001 in respect of RBS Australia Leasing,
 
nor has any application been made to, or filed with, the court for permission to convene a meeting to vote on a proposal for any such compromise or arrangement.
 
17.7
Inability to pay debts
 
 
17.7.1
No Group Company incorporated in:
 
 
(a)
England and Wales, is unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or
 
 
(b)
Ireland, is unable or deemed to be unable to pay its debts within the meaning of section 214 of the Companies Act 1963 and/or Section 2(3) of the Companies (Amendment) Act 1990 in each case as amended; or
 
 
(c)
Australia, is unable to pay its debts as and when they become due and payable within the meaning of section 95A of the Corporations Act 2001.
 
17.8
Striking off
 
 
17.8.1
So far as RBS is aware, no action is being taken by, in the case of Group Companies incorporated in:
 
 
(a)
England and Wales, the Registrar of Companies to strike any such Group Company off the register under section 1000 of the Act;
 
 
(b)
Ireland, the Registrar of Companies to strike any such Group Company off the register under section 12 of the Companies (Amendment) Act of Ireland 1982;
 
 
(c)
Australia, the Australian Securities and Investments Commission to deregister any such Group Company under section 601AB of the Corporations Act 2001.
 
18.
COMPETITION
 
18.1
For the purposes of this paragraph 18 " Competition Law " means legislation (and the applicable rules and regulations thereunder) of any jurisdiction in which any Group Company carries on business governing the conduct of businesses or individuals in
 
 
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relation to anticompetitive agreements or concerted practices, dominant or monopoly market positions and the control of mergers, acquisitions and joint ventures, and " Competition Authority " means any relevant government, governmental, national, supranational, competition or antitrust body or other authority which is responsible for applying Competition Law in such jurisdictions.
 
18.2
During the 12 months prior to the date of this Agreement none of the Sellers nor any Group Company has received written notification from any Competition Authority that any Group Company has any liability under, or is engaged in, any agreement, arrangement, concerted practice or conduct that infringes any Competition Law.
 
19.
REGULATORY MATTERS
 
19.1
All authorisations, licences, consents and approvals required by any Group Company for or in connection with carrying on the Business are in full force and effect, other than:
 
 
19.1.1
those the absence of which would not have a material adverse effect on the Group; and
 
 
19.1.2
those which the applicable Lessee (or any prior lessee of an Aircraft) is responsible for obtaining or procuring, or for which the applicable Lessee (or any prior lessee of an Aircraft) is required to indemnify the Lessor for failure to obtain or maintain, under the terms of the applicable Lease Documents (or any prior documents governing the leasing of an Aircraft).
 
19.2
No Group Company has received any written notice from a Governmental Agency in the 12 months prior to the date of this Agreement alleging that any Group Company has not obtained a material licence, permission, authorisation (public or private) or consent required for carrying on the Business effectively in the places and in the manner in which it is carried on at the date of this Agreement in accordance with applicable laws and regulations or that any such licence, permission, authorisation or consent will be revoked or terminated as a result of the execution or performance of this Agreement.
 
20.
LITIGATION AND COMPLIANCE WITH LAW
 
20.1
No Group Company is involved in a material civil, criminal, arbitration, administrative or other proceeding (other than in relation to the collection of debts arising in the ordinary course of business of any Group Company).  So far as RBS is aware, no material civil, criminal, arbitration, administrative or other proceeding which is likely on the balance of probabilities to have a material adverse effect on the business of any Group Company is pending or threatened by or against any Group Company. For this purpose:
 
 
(a)
material means proceeding which, if successful, are likely to result in a cost, benefit or value to the Business of US$1,000,000 or more; and
 
 
(b)
any proceedings for collection by a Group Company of debts arising in the ordinary course of business and any proceedings in respect of claims identified in the Disclosure Letter and/or the Data Room as insured claims are excluded.
 
 
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20.2
There is no outstanding court or arbitral judgement or order against any Group Company.
 
20.3
No Group Company has received written notice in the 12 months prior to the date of this Agreement of any current or pending investigation by a Governmental Agency concerning any Group Company.
 
20.4
So far as RBS is aware, each Group Company has conducted its business in all material respects in accordance with all applicable legal requirements.
 
20.5
So far as RBS is aware no Group Company nor any director, officer or employee of any Group Company has at any time taken any action, directly or indirectly, in violation of Anti-Bribery Laws then applicable to it.
 
20.6
Each Group Company conducts and has at all times conducted its business in compliance with Anti-Bribery Laws, then applicable to it.
 
21.
POWERS OF ATTORNEY AND AUTHORITIES
 
No Group Company has given a power of attorney or other authority by which a person may enter into an agreement, arrangement or obligation on behalf of any Group Company (other than an authority for a director, other officer or employee to enter into an agreement in the usual course of that person's duties).
 
22.
BROKERAGE OR COMMISSIONS
 
No person is entitled to receive a finder's fee, brokerage or commission from any Group Company in connection with this Agreement.
 
23.
ENVIRONMENTAL
 
During the 12 months prior to this Agreement no Group Company has received any written notification from, or so far as RBS is aware, has been under investigation by, any Governmental Agency in relation to any alleged breach of Environmental Law.
 
 
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SCHEDULE 5
LIMITATIONS ON THE LIABILITY OF RBS
 
1.
LIMITATION ON QUANTUM
 
1.1
RBS is not liable in respect of a Warranty Claim (other than a Fundamental Warranty Claim or a Tax Warranty Claim):
 
 
1.1.1
unless the amount that would otherwise be recoverable from RBS (but for this paragraph 1.1.1) in respect of that Warranty Claim exceeds (either on its own or when aggregated with one or more other Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***; and
 
 
1.1.2
unless and until the amount that would otherwise be recoverable from RBS (but for this paragraph  1.1.2) in respect of that Warranty Claim, when aggregated with any other amount or amounts recoverable in respect of other Warranty Claims (other than Warranty Claims in respect of Fundamental Warranties or Tax Warranty Claims) (excluding any amounts in respect of a Warranty Claim for which RBS has no liability because of paragraph  1.1.1), exceeds *** and in the event that the aggregated amounts exceed *** RBS shall only be liable for the excess.
 
1.2
RBS is not liable in respect of a Tax Warranty Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph 1.2) in respect of that Tax Warranty Claim exceeds (either on its own or when aggregated with one or more other Tax Warranty Claims arising from the same subject matter and in relation to the same Warranty breach) ***.
 
1.3
RBS is not liable in respect of an Affiliate Transaction Indemnity Claim unless the amount that would otherwise be recoverable from RBS (but for this paragraph 1.3) in respect of such claim exceeds US$***.
 
1.4
The total aggregate liability of RBS in respect of all Warranty Claims (other than Fundamental Warranty Claims) and Affiliate Transaction Indemnity Claims is limited to ***.
 
1.5
The total aggregate liability of RBS in respect of all Relevant Claims is limited to an amount equal to the Cash Free Debt Free Price.
 
1.6
The Buyer shall not be entitled to claim for any punitive, indirect or consequential loss (including loss of profit) in respect of any Relevant Claim which it would not be entitled to recover at law (unless required to be paid to a third party); provided that this paragraph 1.6 shall not apply to fines, interest or penalties in respect of Tax Warranty Claims.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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2.
TIME LIMITS FOR BRINGING CLAIMS
 
RBS is not liable for a Relevant Claim in respect of:
 
2.1
a Warranty contained in paragraph 5 (Tax) of Schedule 4 unless the Buyer has notified RBS of the Relevant Claim stating in reasonable detail the nature of the Relevant Claim and to the extent practicable the amount claimed no later than 23.59 on the date falling 3 months after the expiry of the period specified by statute during which an assessment of the relevant liability to Tax may be issued by the relevant Tax Authority or, if there is no such period (other than where fraud or, in relation to a Relevant Claim in respect of RBS Aerospace Limited arising in respect of a Warranty contained in paragraph 5 (Tax) of Schedule 4, negligence (as that expression is used in section 956(1)(c) TCA 1997) has been reasonably alleged or proven, provided that the Buyer has obtained an opinion of Tax counsel of at least 5 years' standing that any such allegation is reasonable) or if such period ends more than 6 years from Completion, the date which is 6 years from Completion; and
 
2.2
any other Warranty unless the Buyer has notified RBS of the Relevant Claim stating in reasonable detail the nature of the Relevant Claim and the amount claimed (and to the extent practicable detailing the Buyer's calculation of the loss thereby alleged to have been suffered) on or before the date falling 12 months after the Completion Date.
 
2.3
any Affiliate Transaction Indemnity Claim unless the Buyer has notified RBS of the Affiliate Transaction Indemnity Claim stating in reasonable detail the nature of the Affiliate Transaction Indemnity Claim and the amount claimed (and to the extent practicable detailing the Buyer's calculation of the loss thereby alleged to have been suffered) on or before the date falling 24 months after the Completion Date.
 
3.
NOTICE OF CLAIMS
 
A Relevant Claim notified in accordance with paragraph 2 of this Schedule 5 is unenforceable against RBS on the expiry of the period of 9 months starting on the day of notification of the Relevant Claim, unless proceedings in respect of the Relevant Claim have been issued and validly served on RBS, save in the case of a claim based upon a liability which is contingent or otherwise not capable of being quantified, in which case the 9 month period shall commence on the date that the contingent liability becomes an actual liability or the liability is capable of being quantified. For the avoidance of doubt, a Relevant Claim may be commenced during the pendency of the Buyer's actions in respect of mitigation or seeking recovery from a third party in accordance with this Schedule 5. No new Relevant Claim may be made in respect of the same loss or losses giving rise to any such withdrawn Relevant Claim.
 
4.
SPECIFIC LIMITATIONS
 
RBS is not liable in respect of a Relevant Claim:
 
4.1
to the extent that the Relevant Claim arises from or the liability thereunder occurs or is increased directly or indirectly as a result of:
 
 
4.1.1
an Event after Completion (including, for the avoidance of doubt, any restructuring, reorganisation or Tax planning unless any of these shall be
 
 
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pursuant to an agreement in writing between the Buyer and RBS) by or involving a Buyer's Group Undertaking or a director, employee or agent of a Buyer's Group Undertaking other than if the Event:
 
 
(a)
is required by applicable law in force as at the date of this Agreement;
 
 
(b)
is pursuant to a legally binding commitment that a Group Company incurred on or before Completion or that the Buyer incurred under this Agreement; or
 
 
(c)
arises in the ordinary course of the Group Company's business unless the Buyer or relevant Buyer's Group Undertaking was aware or ought (having taken all reasonable legal and/or tax advice) reasonably to have been aware that such Event could give rise to a liability to Tax;
 
 
4.1.2
any Event after Completion on the part of the Buyer or a Buyer's Group Undertaking which impacts the basis on which capital allowances under Part 9 TCA 1997 may be claimed in Ireland by RBS Aerospace Limited, whether or not in accordance with an agreement with the Irish Revenue Commissioners, and including an adjustment to a current market value basis for these purposes other than if the Event satisfies any of the conditions in (a) to (c) in paragraph 4.1.1 of this Schedule 5;
 
 
4.1.3
the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body after the date of this Agreement or an increase in the Tax rates or an imposition of Tax, in each case not actually or prospectively in force at the date of this Agreement; or
 
 
4.1.4
a change in any accounting policy or practice of any Group Company (including a change in the accounting reference date) after Completion other than a change which is necessary in order to comply with the law applicable to any Group Company as at the date of this Agreement;
 
4.2
(save to the extent that it is *** in accordance with clause 4.10) to the extent that the matter giving rise to the Relevant Claim arises wholly or partially from an Event before or after Completion at the written request of, or with the written consent by or on behalf of, a Buyer's Group Undertaking (which for these purposes includes a Group Company only after Completion);
 
4.3
to the extent that the matter giving rise to the Relevant Claim is an amount for which a Group Company actually recovers, or receives indemnity from, a person other than a RBS Group Undertaking, whether under a provision of applicable law, insurance policy or otherwise howsoever (or would have recovered or received had the relevant Group Company made commercially reasonable efforts to obtain such recovery or indemnity);
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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4.4
if a Buyer's Group Undertaking fails to act in accordance with the provisions of  this Schedule 5 or Schedule 6 in connection with the matter giving rise to the Relevant Claim unless and to the extent that in the absence of the failure the Buyer would still have had Losses under the Relevant Claim;
 
4.5
(other than in respect of a Tax Warranty Claim) to the extent that the matter giving rise to the Relevant Claim was taken into account in computing the amount of an allowance, provision or reserve or other amount on the face of the Completion Statement, or specifically noted in the Accounts or the Completion Statement or was specifically referred to in the Accounts or the Completion Statement (or, in each case, the notes thereto) or in accordance with generally accepted accounting principles has not been so taken account of or referred to;
 
4.6
(other than in respect of a Tax Warranty Claim) to the extent of the amount by which a liability (including a provision against liabilities) included in the Completion Statement is overstated;
 
4.7
to the extent that the matter giving rise to the Relevant Claim is a Tax liability of a Group Company arising because a Group Company's assets are more than, or its liabilities are less than, were taken into account in computing the provision for Tax in the Completion Statement;
 
4.8
to the extent that the matter giving rise to the Relevant Claim is a Tax liability which would not have arisen but for:
 
 
4.8.1
a claim, election, surrender or disclaimer made, or notice or consent given, or another thing done, after Completion (other than one the making, giving or doing of which was taken into account in computing a provision for Tax in the Accounts or the Completion Statement under, or in connection with, a provision of an enactment or regulation relating to Tax by a Buyer's Group Undertaking or one the making, giving or doing of which is required by applicable law in force as at the date of this Agreement or pursuant to a legally binding commitment that a Group Company incurred on or before Completion or that the Buyer incurred under this Agreement); or
 
 
4.8.2
a Group Company's failure or omission to make a claim, election, surrender or disclaimer, or give a notice, or consent or do another thing, under, or in connection with, a provision of an enactment or regulation relating to Tax after Completion, the anticipated making, giving or doing of which was taken into account in computing the provision for Tax in the Accounts or the Completion Statement and notified to the Buyer at least 5 Business Days before expiry of any time limit that is applicable thereto,
 
except, in each case, where the relevant act or omission results from RBS's conduct of the Group Companies' tax affairs for the Relevant Accounting Period under Schedule 6;
 
4.9
to the extent that the matter giving rise to the Relevant Claim is a Tax liability which would have been set off by a Relief (other than a Buyer Relief) made available to a Group Company for no consideration but for a Group Company's failure after
 
 
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Completion to make any claims and to take any action required of it by the Seller in accordance with Schedule 6;
 
4.10
to the extent that the matter giving rise to the Relevant Claim is a Tax liability against which a Relief other than a Buyer Relief is available for set off where such Relief is available without payment to any RBS Group Undertaking;
 
4.11
to the extent that the matter giving rise to the Relevant Claim is a fine, penalty or interest which would not have arisen but for the unreasonable delay or default of the Buyer or a Group Company after Completion;
 
4.12
to the extent that the matter giving rise to the Relevant Claim is a liability which has been paid or discharged on or before Completion;
 
4.13
(save where the stamp duty or related interest or penalty is a compulsory tax under the relevant law and is thus a legal liability of the relevant Group Company) to the extent that the matter giving rise to the Relevant Claim is stamp duty or any interest or penalty relating thereto paid or payable by a Group Company in respect of an instrument executed before Completion unless it is necessary for the Group Company to pay the stamp duty, interest or penalty in order to effect registration in respect of the holding of an asset, to demonstrate title to an asset in connection with the disposal of that asset or to produce the relevant instrument as evidence in civil proceedings or in a hearing before an arbitrator or referee;
 
4.14
(other than in respect of a Tax Warranty Claim) if the Buyer was aware at the date of this Agreement of a fact, matter or circumstance resulting or which might reasonably be expected to result in a breach of Warranty, but only to the extent the Losses arising from or in connection with such breach arise from or in connection with such known fact, matter or circumstance;
 
4.15
subject always to paragraph 9 and 10 below, where RBS has made or is liable to make a payment to the Buyer in relation to any Relevant Claim and the Buyer or any Buyer's Group Undertaking is entitled to recover (whether by insurance, payment, discount, credit, relief or otherwise) from a third party a sum which indemnifies or compensates the Buyer or any Buyer's Group Undertaking (in whole or in part) in respect of the liability or loss which is subject to a Relevant Claim, the Buyer or relevant Buyer's Group Undertaking shall:
 
 
4.15.1
promptly notify RBS of the fact and provide such information as RBS may reasonably require;
 
 
4.15.2
take all such commercially reasonable steps or proceedings as RBS may require to enforce such right prior to taking action against RBS (other than to notify RBS of the potential Relevant Claim or commence proceedings within the period set forth in paragraph 3 above); and
 
 
4.15.3
in the event that the Buyer or a Buyer's Group Undertaking recovers from any such third party sums which are referable to the relevant matter giving rise to the Relevant Claim, apply such amount (net of Taxation and any reasonable costs of recovery) in reducing or extinguishing pro tanto the amount of any
 
 
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such Relevant Claim and (other than in respect of a Tax Warranty Claim) shall rebate the net amount to RBS accordingly.
 
5.
RECOVERY ONLY ONCE
 
The Buyer and anyone deriving title from the Buyer on or after Completion is not entitled to recover to the extent there has previously been a recovery in respect of a particular Relevant Claim and, for the avoidance of doubt, no liability shall attach to RBS for any Relevant Claim to the extent the same loss occasioned to the Buyer or any Buyer's Group Undertaking or any other person deriving title from the Buyer or any such Buyer's Group Undertaking has been recovered pursuant to clause 2.3 and/or Schedule 11.
 
6.
CLAIMS
 
6.1
The Buyer waives and relinquishes any right of set-off or counterclaim, deduction or retention which the Buyer might otherwise have in respect of any Relevant Claim against or out of any payments which the Buyer may be obliged to make (or procure to be made) to RBS pursuant to this Agreement or otherwise.
 
6.2
If a breach of the Warranties is capable of remedy, the Buyer shall only be entitled to compensation if it gives RBS written notice of the breach and the breach is not remedied to the Buyer's reasonable satisfaction within 25 Business Days after the date on which such notice is served on RBS. Without prejudice to its duty to mitigate any loss, the Buyer shall (or shall procure that any relevant Buyer's Group Undertaking shall) provide commercially reasonable assistance to RBS (at RBS's cost) to remedy any such breach.
 
7.
CONTINGENT LIABILITIES
 
To the extent that a Relevant Claim is based upon a liability of a Group Company which is a contingent liability, RBS shall not be liable to make a payment to the Buyer in respect thereof unless and until such time as the contingent liability becomes an actual liability of a Group Company to make a payment. This paragraph 7 is without prejudice to the obligation of the Buyer to notify RBS of the Relevant Claim and to issue and serve proceedings in respect thereof in accordance with paragraphs 2 and 3 of this Schedule 5.
 
8.
CONDUCT OF RELEVANT CLAIMS
 
8.1
If the Buyer or any Buyer's Group Undertaking becomes aware of a matter which constitutes or which would or is reasonably likely to give rise to a Relevant Claim (that involves liability to a third party):
 
 
8.1.1
the Buyer shall with reasonable promptness give notice to RBS of the matter and shall consult with RBS with respect to the matter, provided that any delay will not limit the Buyer's right of recovery for a Relevant Claim to the extent RBS is not prejudiced by the delay;
 
 
8.1.2
the Buyer shall, and shall ensure that each Buyer's Group Undertaking will, provide to RBS and its advisers reasonable access to premises and personnel and to relevant assets, documents and records within the power or control of
 
 
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each Buyer's Group Undertaking for the purposes of investigating the matter and enabling RBS to take the action referred to in paragraph  8.1.4(a) of this Schedule 5;
 
 
8.1.3
RBS (at its cost) may take copies of the documents or records, and photograph the premises or assets, referred to in paragraph  8.1.2 of this Schedule 5;
 
 
8.1.4
the Buyer shall, and shall ensure that each Buyer's Group Undertaking will:
 
 
(a)
take any action and institute any proceedings, and give any information and assistance, as RBS may reasonably request to:
 
 
(i)
avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter; or
 
 
(ii)
enforce against a person (other than a RBS Group Undertaking) the rights of a Buyer's Group Undertaking in relation to the matter; and
 
 
(b)
in connection with proceedings related to the matter (other than against a RBS Group Undertaking) use advisers nominated by RBS (and reasonably acceptable to the Buyer) and, if RBS requests, allow RBS the exclusive conduct of the proceedings,
 
and in each case on the basis that RBS shall indemnify the Buyer on demand against all reasonable costs and liabilities incurred as a result of a request or nomination by RBS;
 
 
8.1.5
allow RBS (if it elects to do so) to take over the conduct of all proceedings and/or negotiations arising in connection with a Relevant Claim (other than any proceeding or negotiation resulting from a claim by the Buyer against RBS);
 
 
8.1.6
the Buyer shall not, and shall ensure that no Buyer's Group Undertaking will, admit liability in respect of, or compromise or settle, the matter without the prior written consent of RBS, such consent not to be unreasonably withheld or delayed; and
 
 
8.1.7
if RBS determines to conduct any proceedings with respect to a Relevant Claim involving liability to a third party, RBS shall not be permitted to settle such proceedings unless it:
 
 
(a)
admits liability in full in respect of the Relevant Claim; or
 
 
(b)
obtains a full release in favour of the Buyer in respect of any liability relating to such Relevant Claim which the Buyer or a Buyer's Group Undertaking may have to such third party; or
 
 
(c)
obtains the written consent of the Buyer (such consent not to be unreasonably withheld or delayed).
 
 
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8.2
If RBS determines to conduct any proceedings or negotiations with respect to a Relevant Claim, RBS shall not be permitted to dispute its liability to the Buyer in respect of such Relevant Claim, subject always to the other terms of this Schedule 5 and to the terms of Schedule 4.
 
8.3
Nothing in this paragraph 8 shall require any Buyer's Group Undertaking to take action which is materially prejudicial to the business of the Group provided that:
 
 
8.3.1
this paragraph 8.3 shall not derogate from the Buyer's general duty to mitigate; and
 
 
8.3.2
for these purposes any impact upon any relationships with any Tax Authority or (subject to RBS indemnifying the Buyer therefor in accordance with paragraph 8.1.4 of this Schedule 5) an increase in the quantum of Tax payable by any Group Company after Completion or by any other Buyer's Group Undertaking at any time shall not be considered materially prejudicial to the business of the Group.
 
8.4
Nothing in this paragraph 8 shall require the Buyer to, or to procure that a Buyer's Group Undertaking shall, take any action that involves an appeal against a determination by the Tax Chamber of the First-tier Tribunal or a comparable first instance court or tribunal in another relevant jurisdiction, unless RBS has obtained an opinion of Tax counsel of at least 5 years' standing that there is a reasonable prospect that the appeal will succeed.
 
9.
RECOVERY FROM ANOTHER PERSON
 
9.1
If RBS pays to a Buyer's Group Undertaking an amount in respect of a Relevant Claim and a Buyer's Group Undertaking subsequently recovers from another person an amount which is referable to the matter giving rise to the Relevant Claim:
 
 
9.1.1
if the amount paid by RBS in respect of the Relevant Claim is more than the Sum Recovered, the Buyer shall immediately pay to RBS the Sum Recovered; and
 
 
9.1.2
if the amount paid by RBS in respect of the Relevant Claim is less than or equal to the Sum Recovered, the Buyer shall immediately pay to RBS an amount equal to the amount paid by RBS.
 
9.2
For the purposes of paragraph  9.1 of this Schedule 5, " Sum Recovered " means an amount equal to the total of the amount recovered from the other person plus any interest in respect of the amount recovered from the person less any Tax computed by reference to the amount recovered from the person payable by a Buyer's Group Undertaking and less all reasonable costs incurred by a Buyer's Group Undertaking in recovering the amount from the person.
 
10.
MITIGATION
 
Nothing in this Schedule 5 restricts or limits the Buyer's general obligation at law to mitigate any loss or damage which it may incur in consequence of a matter giving rise to a Relevant Claim.
 
 
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11.
PROVISION OF INFORMATION
 
If, at any time after the date of this Agreement, RBS wants to insure against its liabilities in respect of Relevant Claims, the Buyer shall provide (at RBS' sole cost) such information as a prospective insurer may reasonably require before effecting the insurance.
 
12.
PRESERVATION OF INFORMATION
 
Upon becoming aware of a matter which may give rise to a Relevant Claim, the Buyer shall, and shall ensure that each Group Company will, preserve all documents, records, correspondence, accounts and other information whatsoever relevant to such matter which may give rise to a Relevant Claim.
 
13.
DISCLOSURE
 
The Warranties, other than the Warranties contained in paragraphs 2.1.3, 5.1, 5.9 and 6.2 of Schedule 4, are qualified by:
 
13.1
the facts and circumstances fairly disclosed in the Disclosure Letter or in any of the documents annexed to the Disclosure Letter;
 
13.2
all matters registered in respect of each Group Company:
 
 
13.2.1
incorporated other than in Ireland with any relevant company registry in such Group Company's jurisdiction of incorporation as of 13 January 2012;
 
 
13.2.2
incorporated in Ireland with any relevant company registry as of 9 January 2012;
 
13.3
all matters registered in respect of any Aircraft or Engine in the registry established pursuant to the Convention on International Interests in Mobile Equipment and its Protocol on Matters Specific to Aircraft Equipment, concluded in Cape Town on 16 November 2001 pursuant to searches conducted between 20 December 2011 and 23 December 2011;
 
13.4
all matters registered in respect of any Aircraft or Engine in:
 
 
13.4.1
the Aircraft Register of the Irish Aviation Authority as of 16 January 2012;
 
 
13.4.2
the UK Register of Aircraft Mortgages maintained by the Civil Aviation Authority of the United Kingdom as of 3 January 2012; or
 
 
13.4.3
the registers maintained by the Aircraft Registration Branch of the Federal Aviation Authority of the United States of America pursuant to searches conducted between 23 December 2011 and 28 December 2011;
 
13.5
all matters which have or would have been fairly disclosed to the Buyer or any Buyer's Group Undertaking or any of their agents or advisers as a result of conducting:
 
 
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13.5.1
on 13 January 2012, a winding-up search at the Central Index of Winding Up Petitions at the High Court of England and Wales in respect of each Group Company incorporated in the United Kingdom;
 
 
13.5.2
on 9 January 2012, a search in respect of each Group Company incorporated in Ireland in the High Court Central Office or Judgments Office in Ireland; and
 
 
13.5.3
searches or enquiries analogous to those listed at 13.5.1 and 13.5.2 above in respect of each Group Company in such Group Company's jurisdiction of incorporation;
 
13.6
all matters which have or would have been fairly disclosed to the Buyer or any Buyer's Group Undertaking or its agents or advisers as a result of conducting a search, on 9 January 2012, of:
 
 
13.6.1
the register of registered land maintained by the Property Registration Authority in Ireland against the folio number DN76902L and the register of unregistered land maintained by the Property Registration Authority in Ireland against the address of the Property and RBS Aerospace Limited covering the period from 22 March 2011 until the date hereof;
 
 
13.6.2
the public files in relation to planning and building regulation maintained by the Local Authority pursuant to the Planning and Development Acts 2000 to 2011 and the Building Control Acts 1990 and 2007 against the address of the Property;
 
 
13.6.3
the register of fieri facias orders maintained by the relevant Sheriff in Ireland against RBS Aerospace Limited;
 
13.7
all matters which have or would have been fairly disclosed to the Buyer or any Buyer's Group Undertaking or its agents or advisers as a result of undertaking searches on 13 January 2012 against the names of each of the Group Companies in the form of a proprietorship search undertaken against any of the separate Registers of Patents, Trade Marks and Designs maintained from time to time by the Irish Patents Office, the UK Intellectual Property Office, the Office of Harmonization for the Internal Market and the European Patent Office;
 
13.8
to the extent fairly disclosed in sub-folders 'Phase 1 Data Room > C. Corporate Documentation', 'Phase 3 – Data Room > A. Corporate Documentation' and 'Phase 4 – Data Room > Corporate Documentation' of the Data Room, all matters which have or ought reasonably to have been fairly disclosed by inspection of each register and minute book required to be kept (and which are so kept) by each Group Company under applicable law (as in force on the date of this Agreement);
 
13.9
all matters fairly disclosed, provided for or noted:
 
 
13.9.1
in the case of RBS Aerospace UK, in the Company's individual accounts (as that term is used in sections 394 and 395 of the Act);
 
 
13.9.2
in the case of RBS Aerospace Limited, in the Company's individual accounts (as that term is used in section 148 of the Companies Act of Ireland 1963);
 
 
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13.9.3
in the case of RBS Australia Leasing, in the Company's financial reports (as that term is used in Part 2M.3 of the Corporations Act 2001); and
 
 
13.9.4
for each of the accounts and financial statements referenced in paragraphs 13.9.1 to 13.9.3, in the auditors' report on those accounts, the directors' reports for those years and the notes to those accounts,
 
in each case for the 4 financial years ended on the Last Accounting Date and in each case as fairly disclosed in the Data Room;
 
13.10
all facts, matters and circumstances fairly disclosed, set out or referred to in the Transactional Documents (including the schedules and exhibits to each of those agreement);
 
13.11
all matters fairly disclosed in the documents made available in the Data Room together with those documents listed in the Data Room Index.  If any inconsistency exists between this Agreement and the Disclosure Letter, the Disclosure Letter prevails and is deemed to contain the relevant disclosure. If any inconsistency exists between the documents in the Data Room and the Disclosure Letter, the Disclosure Letter prevails and is deemed to contain the relevant disclosure.  RBS is not liable to the Buyer or any Buyer's Group Undertaking for any inconsistency between the two; and
 
13.12
all matters reasonably apparent from any document which is fairly disclosed (specifically or generally) in the Data Room and although reference may be made to a particular part of a document when disclosing a matter the disclosure shall be deemed to be of all of the document to the extent that all the document has been disclosed.
 
14.
OVERPROVISIONS, REPAYMENTS AND CORRESPONDING SAVINGS OF TAX
 
14.1
If the Buyer or a Buyer's Group Undertaking becomes aware (within 6 years of Completion) that:
 
 
14.1.1
any provision for Tax in the Completion Statement is likely to be an overprovision otherwise than as a result of a Buyer Relief or as a result of the passing of, or a change in, a law, rule, regulation, interpretation of the law or administrative practice of a government, governmental department, agency or regulatory body after the Completion Date or a change in the Tax rates or an imposition or repeal of Tax, in each case not actually or prospectively in force at the Completion Date (an " Overprovision "); or
 
 
14.1.2
a Group Company is entitled to any repayment of Tax overpaid by such Group Company (other than a repayment which has been shown as an asset in the Completion Statement or which otherwise qualifies as a Buyer Relief) and/or any interest attributable to such repayment in respect of any period before Completion (a " Repayment ") and the Group Company receives that Repayment (or would have received that Repayment had the relevant Group Company made reasonable efforts to obtain such Repayment); or
 
 
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14.1.3
any liability to Taxation of a Group Company has arisen that has resulted in a payment being made by RBS under this Agreement to the Buyer and that liability has given rise to a tax saving for a Group Company on or after Completion (which tax saving has not been taken into account in determining any liability of RBS under this Agreement) (a " Tax Saving "),
 
the Buyer shall as soon as reasonably practicable (but in any event no later than 10 Business Days from so becoming aware) give written details thereof to RBS and RBS may upon receiving such notice, or in the absence of such notice, at any time request the auditors for the time being of such Group Company to certify (at the expense of RBS) the amount of such Overprovision, Repayment or Tax Saving, and the amount so certified shall be dealt with in accordance with paragraph  14.2.
 
14.2
Where it is provided under paragraph  14.1 that any amount (the " Relevant Amount ") is to be dealt with in accordance with this paragraph  14.2:
 
 
14.2.1
the Relevant Amount shall first be set off against any payment then due from RBS in respect of a Relevant Claim in respect of a Warranty contained in paragraph 5 (Tax) of Schedule 4;
 
 
14.2.2
to the extent that there is an excess, a refund shall be made to RBS of any previous payment or payments made in respect of a Relevant Claim in respect of a Warranty contained in paragraph 5 (Tax) of Schedule 4 and not previously refunded under this paragraph 14.2.2 up to the amount of such excess;
 
 
14.2.3
to the extent that the excess referred to in paragraph  14.2.2 is not exhausted under that paragraph, the remainder of that excess shall be carried forward and set off against any future payment or payments which become due from RBS in respect of a Relevant Claim in respect of a Warranty contained in paragraph 5 (Tax) of Schedule 4.
 
14.3
Where any such certification as is mentioned in paragraph  14.1 above has been made, RBS or the Buyer or a Group Company may request the auditors of the Group Company for the time being at the expense of the party so making the request to review such certification in the light of all relevant circumstances, including any facts which have become known only since such certification and to certify whether such certification remains correct or whether in the light of those circumstances the amount that was the subject of such certification should be amended.
 
14.4
If the auditors certify under paragraph  14.3 above that an amount previously certified should be amended, that amended amount shall be substituted for the purposes of paragraph  14.2 as the Relevant Amount in respect of the certification in question in place of the amount originally certified and such adjusting payment (if any) as may be required by virtue of the aforementioned substitution shall be made as soon as practicable by RBS or (as the case may be) to RBS.
 
14.5
If any dispute arises under this paragraph  14 as to whether there is or has been any Overprovision or Repayment, such dispute shall be referred for determination to a firm of chartered accountants agreed between RBS and the Buyer and failing such agreement a firm of independent accountants shall be nominated by the President for
 
 
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the time being of the Institute of Chartered Accountants of England and Wales, or the Institute of Chartered Accountants in Ireland as appropriate, who in making such determination shall act as expert (the " Tax Expert ") and not arbitrator and whose decision shall be final and binding on the parties thereto.  The Tax Expert may make such enquiries as he shall think fit in order to make such determination and shall also determine how the costs of obtaining his opinion should be paid and borne by the parties, taking into account the reasonableness of their respective arguments.
 
14.6
The Buyer undertakes to supply and undertakes to procure that a Group Company shall supply to RBS and subsequently to any firm of accountants nominated to deal with any such dispute in accordance with paragraph  14.5 (with copies to RBS) all documents, accounts, notices, papers and other necessary information as may be reasonably required for the purposes of making any such determination as to whether there is or has been any Overprovision or Repayment for the purposes of this paragraph  14.
 
15.
GENERAL LIMITATIONS
 
15.1
The only Warranties given:
 
 
15.1.1
in respect of Tax are those contained in paragraph 5 of Schedule 4 and none of the other Warranties shall be deemed to be given whether directly or indirectly in relation to Tax; and
 
 
15.1.2
in respect of Aircraft and Lease Documents are those contained in paragraphs 4, 6, 19 and 20 of Schedule 4 and none of the other Warranties shall be deemed to be given whether directly or indirectly in relation to Aircraft and Lease Documents.
 
16.
GENERAL
 
Nothing in this Schedule 5 shall have the effect of limiting or restricting any liability of RBS in respect of a Relevant Claim arising as a result of any fraud.
 

 
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SCHEDULE 6
TAX PROVISIONS
 
1.
TAX COMPUTATIONS
 
1.1
RBS shall (at the cost of the Group Companies) have the conduct of preparing, submitting to, and agreeing with the relevant Tax Authorities, all Tax computations of the Group Companies for each Tax accounting period ending on or before Completion (the " Relevant Accounting Periods ") and control of the way and order in which available Reliefs (whenever and howsoever arising) are used by the Group Companies in each Relevant Accounting Period.
 
1.2
RBS shall deliver to the Buyer all the Tax computations and all related documents and correspondence relating to the Relevant Accounting Periods which it intends to submit to the relevant Tax Authority before submission to the relevant Tax Authority.
 
1.3
If the Buyer does not comment on the Tax computations, documents or correspondence within 20 Business Days starting on the date of their receipt, it is deemed to have approved them.
 
1.4
RBS shall take account of all the Buyer's reasonable comments concerning the Tax computations, documents or correspondence relating to the Relevant Accounting Periods.
 
1.5
RBS shall deliver to the Buyer copies of all correspondence sent to, or received from, the relevant Tax Authority relating to the Tax computations for the Relevant Accounting Periods, delivery to be effected promptly on despatch or, as the case may be, receipt.
 
1.6
The Buyer shall have the conduct of preparing, submitting to, and agreeing with the relevant Tax Authorities, all Tax computations of the Group Companies for each Tax accounting period beginning on or before, but ending after, Completion (each such accounting period a " Straddle Period "), provided that where there is to be any correspondence, meeting or telephone call with any Tax Authority in relation to such Tax computations and that correspondence, meeting or call relates or is likely to relate, wholly or partly, to a matter which the Buyer knows or ought reasonably to have known may affect the liability or potential liability to Tax of RBS or any RBS Group Undertaking, or the liability or potential liability of RBS under a Relevant Claim:
 
 
1.6.1
the Buyer shall promptly send copies of all such correspondence received and copies of draft replies to RBS and shall take account of all reasonable comments of RBS thereon; and
 
 
1.6.2
the Buyer shall give reasonable advance notice of any such meeting or call to RBS and RBS shall be entitled to nominate an individual to attend and participate in such meeting or call.
 
1.7
The Buyer shall deliver to RBS all the Tax computations and all related documents and correspondence relating to the Straddle Periods which it intends to submit to the relevant Tax Authority before submission to the relevant Tax Authority.
 
 
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1.8
If RBS does not comment on the Tax computations, documents or correspondence within 20 Business Days starting on the date of their receipt, it is deemed to have approved them.
 
1.9
The Buyer shall take account of all reasonable comments of RBS concerning the Tax computations, documents or correspondence relating to the Straddle Periods.
 
1.10
The Buyer shall deliver to RBS copies of all correspondence sent to, or received from, the relevant Tax Authority relating to the Tax computations for the Straddle Periods, delivery to be effected promptly on despatch or, as the case may be, receipt.
 
1.11
The Buyer shall procure that each Group Company shall make such claims, surrenders, disclaimers and elections and give such notice or consent and do such other things as (a) were taken into account in computing a provision for Tax in the Accounts or the Completion Statement in each case as previously notified to the Buyer or (b) are reasonably directed by RBS. It shall not be reasonable as regards (b), and without limitation, for RBS to direct something that would result in a Tax liability for a Group Company for which RBS is not required to compensate the Buyer under this Agreement.
 
1.12
RBS and the Buyer shall provide or ensure the provision to each other of information and assistance which may reasonably be required to prepare, submit and agree all Tax computations, documents or correspondence.
 
1.13
The Buyer shall procure that each Group Company subject to Irish Tax that has paid *** as mentioned in clause 4.10 in respect of which a Relief from Irish Tax has been reflected in item 14 (Deferred Tax) in the Completion Statement shall take every action (including, without prejudice to the generality of the foregoing, preparing and filing computations, returns and accounts, including the notes thereto) as may reasonably be necessary to ensure that the amount of such Relief so reflected is available and shall not take any action as might jeopardise the amount of such Relief so reflected being so available.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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SCHEDULE 7
ACTION PENDING COMPLETION
 
1.
Subject to paragraph 2 below, from the date of this Agreement until Completion RBS shall (unless approved in writing by the Buyer, such approval not to be unreasonably withheld or delayed) ensure that:
 
1.1
no Group Company declares or pays any dividend or other distribution (whether in cash, stock or in kind) other than to another Group Company or reduces its paid-up share capital or agrees to do any of the foregoing;
 
1.2
no Group Company shall create, allot, issue, acquire, repay or redeem any share capital (except to another Group Company) or agree to do any of the foregoing;
 
1.3
subject to clause 4.10, and without limiting the provisions of paragraphs 1.5.4 and 1.11 below:
 
 
1.3.1
all arrangements relating to RBS Debt and RBS Deposits (including related interest rate and currency swaps and hedging arrangements) between any Group Company and any RBS Group Undertaking shall be maintained until Completion in a manner consistent in all material respects with Business Practices, provided that in relation to any aircraft acquired pursuant to paragraph 1.11 below prior to Completion, a RBS Group Undertaking may provide match funding to a Group Company that is repayable at Completion; and
 
 
1.3.2
no Group Company shall enter into or amend in any material respect any agreement, arrangement or other transaction between any of the Group Companies, on the one hand, and any RBS Group Undertaking (other than a Group Company) or any officer or director thereof, on the other that would be material to the Group Companies or the operation of the Business other than in relation to RBS Debt or as to be provided under the Transitional Services Agreement;
 
1.4
no Group Company:
 
 
1.4.1
other than any Offer Employee, employs or agrees to employ any new persons on a full or part time basis as a Senior Manager in the Business, or agrees to do any of these things; or
 
 
1.4.2
makes any material changes (other than those required by law) in terms of employment (including pension fund commitments and other benefits) of the staff of the Business: (i) as respects any of the eleven Company Key Employees; and (ii) in relation to non-Company Key Employee staff of the Group Companies, other than: (A) the employment on a full time basis of any existing contractor on the date of this Agreement on market terms and conditions, (B) raises related to changes in the responsibilities of employees in the ordinary course of business; and (iii) other than *** directed by the Buyer
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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on Completion in accordance with clause ***, or agrees to do any of the foregoing;
 
1.5
no Group Company:
 
 
1.5.1
enters into, amends or terminates any agreement (other than in relation to the Aircraft Leasing consistent with Business Practices for which provision is made in paragraphs 1.5.3, 1.5.4, 1.6 and 1.11 below) which would be a Material Agreement, or agrees to do any of these things;
 
 
1.5.2
enters into, or agrees to enter into, any agreement (other than in relation to employment matters for which provision is made in paragraph 1.4 above, or in relation to Aircraft Leasing consistent in all material respects with Business Practices for which provision is made in paragraphs 1.5.3, 1.5.4, 1.6 and 1.11 below) which cannot be performed within its terms within 1 year after the date on which it is entered into;
 
 
1.5.3
enters into any ***, enters into any supplement to or replacement of any ***, or consents to any amendment or other modification of *** having the effect of (a) ***, (b) ***, (c) altering in any material respect *** other than in connection with the leasing of such aircraft in accordance with the provisions of an executed letter of intent, *** consistent with Business Practices or (d) ***; or
 
 
1.5.4
enters into, or consents to, any amendment, modification or waiver of the provisions of any lease other than consistent in all material respects with Business Practices (including to permit any subordinated sublease) and in no event having the effect of (a) *** (other than in connection with a restructuring thereof following an event of default thereunder) ***, (b) granting any new, additional or modified purchase option under any lease, (c) ***, (d) altering in any material respect the net-lease or currency provisions of any lease or (e) *** (other than in connection with the restructuring of such lease following the occurrence of an event of default thereunder).  Any consent requested under this paragraph 1.5.4 shall be deemed given if not responded to within 10 days after receipt of a written request therefor.
 
1.6
except ***, no Group Company enters into any agreement or agrees to enter into any agreement to make any capital expenditure for the purpose of effecting any optional improvement or modification of any aircraft or engine except for any capital expenditure improvement or modification (a) made in relation to Aircraft Leasing in connection with any re-lease of an Aircraft, (b) made in accordance with the provisions of any lease or (c) costing less than $*** per expenditure or $*** in aggregate;
 
1.7
***
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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1.8
except as otherwise provided in paragraphs 1.3 and 1.6 above, no Group Company incurs any indebtedness (including trade credits) or provides any form of debt finance to any party which is not a Group Company, other than consistent in all material respects with Business Practices and the aggregate outstanding balance of which does not exceed US$*** at any time, or agrees to do any of the foregoing;
 
1.9
no Group Company gives, or agrees to give, a guarantee, related indemnity or other agreement to secure, or incur financial or other obligations with respect to, another person's obligation other than in respect of another Group Company;
 
1.10
no Group Company creates, or agrees to create, any Encumbrance over the Shares or assets of any Group Company other than, in the case of any assets other than the Shares or any aircraft, engine, component part or any lease or interest in any thereof, consistent in all material respects with Business Practices and in the case of any aircraft, engine, component part, lease or interest therein, other than any Permitted Security Interest or otherwise in accordance with the terms of any ECA/Ex-Im Financing related thereto as in effect on the date of this Agreement;
 
1.11
*** Any consent requested under this paragraph 1.11 shall be deemed given if not responded to within 10 days after receipt of a written request therefor.
 
1.12
each Group Company performs in all material respects its obligations under its ECA/Ex-Im Financings as well as its leases and enforces its rights and remedies thereunder consistent in all material respects with Business Practices;
 
1.13
except as otherwise provided in paragraphs 1.11 and 1.5.4 above, no Group Company acquires or disposes of any asset (other than aircraft or engines or component parts) or any interest in any asset (other than aircraft or engines or component parts) for consideration in excess of US$***,or agrees to do any of the foregoing, other than (a) acquisitions or dispositions between Group Companies or (b) in the ordinary course of business consistent in all material respects with Business Practices;
 
1.14
no Group Company merges or consolidates with any other person or acquires a material amount of assets from any other person (other than as provided in paragraph 1.11 or 1.13 above);
 
1.15
no Group Company enters into or agrees to enter into any agreement, the entering into or performance of which would breach any term of any Transactional Document;
 
1.16
no Group Company institutes or settles, or agrees to settle, any litigation where that action is likely to result in a payment to or by a Group Company US$*** or more (except for (a) institution of proceedings in connection with enforcement by a Group Company of its rights under Lease Documents or any other Aircraft Leasing, (b) collection in the ordinary course of trading debts (other than in relation to Aircraft Leasing) none of which exceeds US$*** or (c) settlement of claims arising out of Aircraft Leasing none of which exceeds US$***);
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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1.17
no Group Company takes or agrees to take any action which is likely to void or invalidate the Contingent Liability Policy or any other Policy;
 
1.18
no Group Company changes its accounting policies, except:
 
 
1.18.1
to reflect any change after the date of this Agreement in the generally accepted accounting practice or law in the relevant jurisdiction or in the application or implementation thereof (provided that this Agreement shall continue to be interpreted on the basis of relevant accounting policies and practices in effect and as applied on and immediately prior to the date of this Agreement, except to the extent otherwise agreed by the parties); and
 
 
1.18.2
the adoption, by RBS Australia Leasing, with effect from 1 January 2011, of accounting policies relating to depreciation and maintenance consistent with those used by RBS Aerospace Limited and RBS Aerospace UK in their statutory accounts for the year ended 31 December 2010; and
 
1.19
no Group Company enters into or agrees to enter into any contract to provide to or receive from any other person services, Information Technology or Intellectual Property which are the subject of the Transitional Services Agreement or Reverse Transitional Services Agreement, including entering into or agreeing to enter into any services agreement, Intellectual Property license or equipment lease.
 
2.
No act, omission, matter or thing shall constitute a breach of clause 5.4.1 or this Schedule 7 to the extent that:
 
2.1
it is required by the terms of any Transactional Document;
 
2.2
it is undertaken at the written request or with the written consent of the Buyer;
 
2.3
it is necessary in order to comply with (i) any commitment or arrangement to the extent fairly disclosed in the Data Room; (ii) any commitment or arrangement existing as at or before the date of this Agreement (which has been fairly disclosed in the Disclosure Letter); or (iii) any law or regulation or a rule or order of any Governmental Agency with relevant powers in force from time to time (and in respect of which the Buyer shall be consulted as far in advance as is practicable in the circumstances); or
 
2.4
it is a surrender or claim for group relief or payment or receipt of payment therefor in accordance with the Group Relief Letters.
 
3.
Nothing in this Schedule 7 shall prohibit or restrict RBS from procuring that any amount of the Group Company's cash or cash equivalents is applied to reduce Third Party Debt or RBS Debt or to increase Working Capital.
 
 
4.
 
4.1
From the date of this Agreement until Completion, RBS shall (or cause the Group Companies to) (a) (i) provide to the Buyer a monthly report presenting in summary form the information set forth on Exhibit 9; (ii) on a weekly basis on a Business Day each week to be agreed, make available the Chief Executive Officer of RBS Aerospace Limited (or one of his direct reports) for an update teleconference with  the
 
 
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Buyer, all such calls to be attended by a  representative of RBS (the documents and their contents supplied under (i) and the information conveyed under (ii) together being the " Reporting Information "); and (b) at the request of the Buyer, provide information in addition to the Reporting Information as may be reasonably necessary for the purpose of ensuring compliance with, or the granting or withholding of consent in accordance with, this Schedule 7 (the " Sensitive Information ") to a named clean team who can receive the Sensitive Information in accordance with the Clean Team Rules (the " Clean Team ") on the terms set out in sub-paragraph ‎‎ 4.2 below, provided always that nothing in this paragraph 4 shall require RBS or any Group Company to do, or omit to do anything, to the extent this would, or would reasonably be likely to, result in a breach of applicable law or regulation, or a rule or order of any Governmental Agency with relevant powers, or result in the loss of legal privilege if the relevant information or documentation were to be provided to the Buyer. So far as permitted and practicable, RBS will consult with the Buyer in relation to any such restriction.
 
4.2
The Sensitive Information will be made available for review by the Clean Team only, on the following terms:
 
 
4.2.1
access to the Sensitive Information will be restricted to named members of the Clean Team and will be conditional upon compliance with the terms contained in this paragraph 4 and the signing by each member of the Clean Team of a document in the form set out in Exhibit 8.  Under no circumstances will any member of the Clean Team make any copy of the Sensitive Information (including word by word written copy) or provide the Sensitive Information to any person outside of the Clean Team; and
 
 
4.2.2
the Clean Team will analyse the Sensitive Information solely for the purposes of ensuring compliance with, or the granting or withholding of consent in accordance with, this Schedule 7 and convey their conclusions to the Buyer without disclosing the specific details of the Sensitive Information to the Buyer. Should the Clean Team find any incident of non-compliance with this Schedule 7, it may, after prior consultation with RBS (it being agreed that RBS consent shall not be required), disclose to named individuals at the Buyer such information, including Sensitive Information, that is reasonably necessary for the sole purpose of assessing the nature and severity of each incident of non-compliance with this Schedule 7, in particular the nature of the business conduct in question, the profit/loss resulting from it and any risk related to it.  For the avoidance of doubt, the information and conclusions may not be used for any other purpose or shared with any other person without RBS’s prior written consent and remains subject to the terms of clause 12.
 
5.
For all purposes of this Schedule 7, the Lombard Aircraft and Lease Documents in relation thereto and the Aircraft owned by New Skye Leasing Limited, Whyte Skye Leasing Limited, AFEX Leasing Limited or any Owner Trust, and the Lease Documents in relation thereto shall be treated as if they were owned and leased by a Group Company.
 
6.
Any request for a consent from the Buyer under this Schedule 7 shall be made to each of the following designated personnel of the Buyer:
 
 
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***
Global Business Strategy Department
1-2, Marunouchi 1-chome
Chiyoda-ku
Tokyo 100-0005
Fax No: +813 4333 9867;
 
or to such other designated personnel as the Buyer may have previously notified RBS in writing for purposes of receiving requests for consents under this Schedule 7 with a copy to RBS marked for the attention of ***.
 
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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SCHEDULE 8
PROPERTY
 
Description (including title number and class of title)
Details of lease (date and parties)
Duration
Current annual rent
Existing use
Legal owner/Registered proprietor
Beneficial owner
1 st Floor, South Block, IFSC House, Custom House Quay, Dublin
Leasehold title
Title number not applicable
Sub-Lease dated 22 March 2011 between Ulster Bank Group Treasury Limited as Landlord and RBS Aerospace Limited as Tenant
*** commencing on 1 January 2007 until ***
Current annual rent: EUR***
Office with car parking and ancillary storage
RBS Aerospace Limited
RBS Aerospace Limited


*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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SCHEDULE 9
PENSION ARRANGEMENTS
 
1.
PENSIONS
 
1.1
RBS shall indemnify the Buyer (for itself or as agent for the relevant Group Company) on an after Tax basis in respect of any loss to the Buyer or any Group Company which arises out of:
 
 
1.1.1
any liability to make any payment to the UK Scheme, the Ulster Bank Pension Scheme (Republic of Ireland) or the Lombard Ireland Ltd Non-Contributory Pension and Death Benefits Plan on or after Completion; and/or
 
 
1.1.2
the provision of or failure to provide pension, death or disability benefits to current or former employees of a Group Company referable to service prior to Completion,
 
which was not provided for in or taken into account in the preparation of the Completion Statement.
 
1.2
The Buyer and any Group Company shall hold any payment received by it under paragraph 1.1 of this Schedule 9 which arises out of any liability to make any payment to the UK Scheme, the Ulster Bank Pension Scheme (Republic of Ireland), or the Lombard Ireland Ltd Non-Contributory Pension and Death Benefits Plan on trust to pay to the trustees of the relevant pension scheme to the extent that the Buyer and the Group Companies have not already paid on or after Completion an amount equal to the amount being indemnified to those trustees.
 
1.3
If a Buyer's Group Undertaking either receives or is entitled to recover after Completion any amount from a Tax Authority or becomes entitled to any relief, in either such case arising in respect of, by reference to or in consequence of a payment or a liability to make a payment by a Buyer's Group Undertaking to the UK Scheme, the Ulster Bank Pension Scheme (Republic of Ireland) or the Lombard Ireland Ltd Non-Contributory Pension and Death Benefits Plan for which it has received payment from RBS under this Schedule 9, then:
 
 
1.3.1
the Buyer shall notify RBS of that fact as soon as possible and shall or shall procure that the relevant Buyer's Group Undertaking shall enforce such recovery, obtain such payment or utilise to the maximum extent such relief (in priority to any other reliefs), keeping RBS fully informed of the progress of any action taken and providing it with copies of all relevant correspondence and documentation; and
 
 
1.3.2
if a Buyer's Group Undertaking has received or obtained such a payment or its Tax payable (or paid) has been reduced (or repaid) in consequence of a relief, then the Buyer shall, by way of refund of amounts paid under paragraph 1.1 of this Schedule 9, pay to RBS the amount received or the amount by which its Tax payable has been reduced under paragraph 1.3. Any payment required to be made by the Buyer under this paragraph 1.3.2 shall be made:
 
 
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(a)
in a case where a Buyer's Group Undertaking receives a payment, within 5 Business Days of the receipt of that payment, and
 
 
(b)
in a case where a Buyer's Group Undertaking's Tax payable has been reduced, on or before the date on which Tax would otherwise have been payable to the appropriate Tax Authority.
 
 
1.3.3
For the purposes of this paragraph 1.3, " relief " includes, unless the context otherwise requires, any allowance, credit, deduction, exemption or set off in respect of any tax or relevant to the computation of any income, profits or gains for the purposes of any tax, or any right to repayment of or saving of tax.
 
1.4
In respect of its employees at the date of this Agreement until Completion, each Group Company shall continue to participate in the Irish Schemes as an associated employer (as defined in the Irish Schemes' governing documentation). Each Group Company shall pay contributions during such period of participation between the signing of this Agreement and Completion in relation to its employees at the date of this Agreement at the prevailing rate of contribution applicable to all employers under the relevant Irish Scheme as properly determined in accordance with the relevant Irish Scheme's provisions and actuarial advice from time to time.
 
1.5
RBS shall procure that each Group Company shall cease to participate in the Irish Schemes other than the *** Scheme (the " Schemes ") with effect on and from Completion and shall have given the requisite notice to effect this in accordance with the trust deed and rules of the relevant Scheme. RBS shall use its commercially reasonable efforts to procure that the cessation of participation in the Schemes by, and the release and discharge from any liabilities relating to the Schemes of, each Group Company on and with effect from Completion shall be confirmed in deeds of cessation executed by each Group Company (in respect of the appropriate Schemes) and by the trustees and the principal employer of each of the relevant Schemes.
 
1.6
RBS shall use its commercially reasonable efforts to procure that each employee of any Group Company at Completion who is not entitled to automatic vesting of employer contributions to any pension in which any Group Company participates (or the benefits attributable to such employer contributions under such pension scheme) of which he is a member shall be entitled to benefits under such pension scheme (except where such employee elects to receive a refund of member contributions) as if they had satisfied the vesting requirements of the relevant scheme and shall use its commercially reasonable efforts to procure that each employee of any Group Company who is a member of one of the Schemes (as defined in paragraph 1.5 above) shall be treated as if they were deferred members under the leaving service rules of such Schemes.
 
1.7
All contributions and expenses due to the Disclosed Schemes between the date of this Agreement and Completion will be paid by each Group Company prior to Completion or will be accrued and provided for in the Completion Statement.
 
1.8
It is agreed that with effect on and from Completion each Group Company will cease to participate in the Disability Schemes.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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SCHEDULE 10
REPAYMENT OF RBS DEBT
 
PART A
REPAYMENT OF ESTIMATED RBS DEBT AT COMPLETION
 
1.
Subject to paragraph 3, the Buyer shall (as agent for the relevant Group Company) at Completion pay to RBS (for itself or as agent for the relevant RBS Group Undertaking to which such Estimated RBS Debt is owed) the amount of each Estimated RBS Debt (other than any RBS Deposit), regardless of whether it is then due and payable.
 
2.
Subject to paragraph 3, RBS shall (for itself or as agent for the relevant RBS Group Undertaking) at Completion repay to the Buyer (as agent for the Group Company to which such Estimated RBS Deposit is owed) the amount of each Estimated RBS Deposit, regardless of whether it is then repayable.
 
3.
The payments contemplated by paragraphs 1 and 2 shall be netted off against each other and, at Completion, the Buyer shall pay to RBS the net balance or RBS  shall pay to the Buyer the net balance (as the case may be).
 
PART B
ADJUSTMENTS TO ESTIMATED RBS DEBT AFTER COMPLETION
 
1.
If a RBS Debt (other than any RBS Deposit):
 
1.1
is greater than the corresponding Estimated RBS Debt, the Buyer shall (as agent for the relevant Group Company) repay to RBS (for itself or as agent for the RBS Group Undertaking to which the relevant amount is owed) an amount equal to the difference, together with an amount equivalent to interest thereon at the Agreed Rate (accrued daily) for the period from (and including) the Completion Date to (but excluding) the date of payment; or
 
1.2
is less than the corresponding Estimated RBS Debt, RBS shall (for itself or as agent for the relevant RBS Group Undertaking which owes the relevant amount) pay to the Buyer (as agent for the relevant Group Company) an amount equal to the difference, together with an amount equivalent to interest thereon at the Agreed Rate (accrued daily) for the period from (and including) the Completion Date to (but excluding) the date of payment.
 
2.
If a RBS Deposit:
 
2.1
is greater than the corresponding Estimated RBS Deposit, RBS shall (for itself or as agent for the relevant RBS Group Undertaking which owes the relevant amount) pay to the Buyer (as agent for the relevant Group Company) an amount equal to the difference, together with an amount equivalent to interest thereon at the Agreed Rate (accrued daily) for the period from (and including) the Completion Date to (but excluding) the date of payment; or
 
 
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2.2
is less than the corresponding Estimated RBS Deposit, the Buyer shall (as agent for the relevant Group Company) pay to RBS (for itself or as agent for the RBS Group Undertaking to which the relevant amount is owed) an amount equal to the difference, together with an amount equivalent to interest thereon at the Agreed Rate (accrued daily) for the period from (and including) the Completion Date to (but excluding) the date of payment.
 
3.
Any amounts payable pursuant to paragraphs 1 or 2 shall be:
 
3.1
paid at the same time and date as the payment due pursuant to clause 2.3 and to the fullest extent possible shall be netted off against one another and against any payment due pursuant to clause 2.3, with the intention that one payment be made at that time from RBS to the Buyer or from the Buyer to RBS pursuant to these paragraphs and pursuant to that clause; and
 
3.2
in full and final discharge of the RBS Debt or RBS Deposit, as the case may be, and the Buyer shall indemnify and hold harmless RBS (for itself or as agent for any RBS Group Undertaking) against any claim by a Group Company to the contrary and RBS shall indemnify and hold harmless the Buyer (for itself or as agent for any Group Company) against any claim by a RBS Group Undertaking to the contrary.
 
4.
If, in relation to any particular Estimated RBS Debt or Estimated RBS Deposit there is no corresponding RBS Debt or RBS Deposit (as the case may be), there shall be deemed to be a corresponding RBS Debt or RBS Deposit (as the case may be) of zero and if, in relation to any particular RBS Debt or RBS Deposit, there is no corresponding Estimated RBS Debt or Estimated RBS Deposit (as the case may be), there shall be deemed to be a corresponding Estimated RBS Debt or Estimated RBS  Deposit (as the case may be) of zero.
 
 
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SCHEDULE 11
COMPLETION STATEMENT
 
PART A
PRELIMINARY
 
1.
The Completion Statement shall be prepared in accordance with this Schedule 11 and in the format set out in Part D of this Schedule 11. In addition, Exhibit 10 sets out a pro forma Completion Statement as if Completion had occurred on 30 September 2011 save as set out in Exhibit 10.
 
2.
The Completion Statement will comprise a single combined statement for all of the Group Companies that reflects the position of the Group Companies as at the Completion Time and will not take into account:
 
2.1
the effect of any post-Completion reorganisations or, in any way, the post-Completion intentions or obligations of the Buyer; or
 
2.2
the Lombard Aircraft or the Corporate Jet or any asset or liability relating to either of them that would otherwise be taken into account in determining the Completion Statement pursuant to this Schedule 11.
 
3.
Subject to paragraphs 9(c) and 10 of Part B of this Schedule 11, the Completion Statement will also reflect Tax of a Group Company which arises in consequence of the event of Completion other than to the extent such Tax is or would otherwise have been reflected in the Completion Statement as deferred Tax.
 
 
4.
In preparing the Completion Statement:
 
4.1
all items and amounts shall be recorded in US Dollars and, where required, items and amounts recorded in a currency other than US Dollars shall be converted into US Dollars in accordance with clause 1.10.1; and
 
4.2
there shall be no minimum level of materiality.
 
5.
The Completion Statement shall be prepared in accordance with:
 
 
5.1.1
the specific policies set out in Part B of this Schedule 11 below (the " Specific Policies ");
 
 
5.1.2
subject to paragraph 5.1.1, the accounting principles, policies, treatments, practices and categorisations adopted in the preparation of the Accounts of RBS Aerospace Limited;
 
 
5.1.3
subject to paragraphs 5.1.1 and 5.1.2, the accounting principles, policies, treatments, practices and categorisations adopted in the preparation of the audited accounts of The Royal Bank of Scotland Group plc for the period ended on the Last Accounting Date; and
 
 
5.1.4
subject to paragraphs 5.1.1, 5.1.2 and 5.1.3, IFRS in force and applicable at the Last Accounting Date.
 
 
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5.2
For the avoidance of doubt, paragraph 5.1.1 above shall take precedence over paragraph 5.1.2 above, paragraph 5.1.2 shall take precedence over paragraph 5.1.3 above and paragraph 5.1.3 shall take precedence over paragraph 5.1.4 above.
 
6.
No amounts in respect of liabilities (contingent or otherwise) for which RBS is obliged to indemnify the Buyer and/or any Buyer's Group Company under the terms of any Transactional Document shall be taken into account in determining any item included in the Completion Statement or in the determination of the Final Share Price.
 
7.
Information available up until the earlier of the date of delivery of an Objection Notice from the Buyer under paragraph 3 of Part C of this Schedule 11 and the date of agreement or determination of the Completion Statement shall be taken into account insofar as it provides evidence of the state of affairs of a Group Company at the Completion Time.
 
8.
The provisions of this Schedule 11 and the items comprising the Completion Statement shall be interpreted so as to avoid double counting, whether as an asset or as a liability, any particular matter.
 
9.
The Completion Statement shall be prepared on the basis that it relates to the Group Companies as going concerns and the Completion Statement shall not re-appraise the value of any of the assets of the Group Companies as a result of the change in their ownership (or any changes in the business of the Group Companies since the Completion Time following such change in ownership) except only as specifically set out in this ‎‎‎ Schedule 11.
 
PART B
SPECIFIC POLICIES
 
1.
The following Specific Policies shall apply in the preparation of the Completion Statement.
 
2.
Items 1, 2, 3, 4, 6, 7, 15 and 16 in the Completion Statement shall be determined by applying the relevant definition in clause 1 (subject, where applicable, to the provisions of Part A and the other provisions of this Part B of this Schedule 11).
 
3.
Item 5 in the Completion Statement (Operating Lease Assets) shall be determined by applying the principles applied in calculating "Assets for hire under operating leases" in the Accounts of RBS Aerospace Limited, and shall include capitalised interest and other capitalised amounts, office equipment and fixtures and fittings.
 
4.
Item 8 in the Completion Statement shall be calculated by adding together the amount of items 1, 4 and 5 in the Completion Statement and deducting from the result the aggregate amount of items 2, 3, 6 and 7 in the Completion Statement.
 
5.
Item 9 in the Completion Statement (Trade Debtors)   shall include:
 
 
(a)
receivables due to any Group Company from lessees in respect of amounts due under or in respect of operating leases, including rent and maintenance contributions; and
 
 
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(b)
bad debt provisions in respect of lessees.
 
6.
Item 10 in the Completion Statement (Other Debtors)   shall include:
 
 
(a)
any sums paid by a Group Company prior to the Completion Time, to the extent that these relate to goods or services to be provided to a Group Company after the Completion Time;
 
 
(b)
any sums payable to a Group Company after the Completion Time, to the extent that these are operating lease rentals that relate to a period prior to the Completion Time, or they relate to goods or services provided by a Group Company prior to the Completion Time;
 
 
(c)
amounts expected to be received by any Group Company from a lessee during or at expiry of any lease as a cash contribution relating to the physical condition of the aircraft on redelivery;
 
 
(d)
servicing fees receivable by any Group Company; and
 
 
(e)
any recoverable VAT and any refund or repayment in respect of Tax.
 
7.
Item 11 in the Completion Statement (Customer Deposits) shall include:
 
 
(a)
the principal amount of security deposits received by any Group Company from lessees in cash and deposits received by any Group Company in cash under letters of intent relating to aircraft sales to the extent that such deposits are repayable to any third party, together with, in each case accrued interest thereon at the prevailing rate of interest relating to the relevant deposit or the contractually stipulated rate, to the extent that such interest is repayable to any third party; and
 
 
(b)
maintenance contributions received by any Group Company in cash (including for the avoidance of doubt ***) together with, in each case, accrued interest thereon at the prevailing rate of interest relating to the relevant deposit or the contractually stipulated rate, to the extent that such interest is repayable to any third party, and stated net of amounts not expected to be either (i) repaid to the lessee; or (ii)  used in connection with maintenance of Aircraft or Engines, applying the principles, policies, treatments, practices and categorisations adopted in calculating "Customer Deposits" in the Accounts of RBS Aerospace Limited.
 
8.
Item 12 in the Completion Statement (Accruals and Deferred Income) shall include  any sums paid to a Group Company prior to the Completion Time to the extent that these are operating lease rentals that relate to a period after the Completion Time, or to goods or services to be provided to a Group Company, after the Completion Time.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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9.
Item 13 in the Completion Statement (Other Creditors) shall include:
 
 
(a)
invoices received for goods or services provided to any Group Company but not paid as at the Completion Time;
 
 
(b)
without duplication of paragraph 9(a) above, any costs to be incurred by a Group Company after the Completion Time to the extent that these relate to goods or services provided to a Group Company prior to the Completion Time;
 
 
(c)
provisions in respect of VAT and in respect of any other Tax other than Tax arising as a result of (i) any income of RBS Aerospace UK deemed to arise under Chapter 3 Part 9 CTA 2010 or (ii) any amounts included in assessable income of RBS Australia Leasing as a result of the application of Division 45 of the Australian Income Tax Assessment Act 1997 in respect of Completion; and
 
 
(d)
an accrual for any other liability of a Group Company at the Completion Time which is of a type capable of being properly taken into account within the "Other Creditors" heading in Note 19 to the Accounts of RBS Aerospace Limited if it were a liability of RBS Aerospace Limited, other than any liability in respect of ***.
 
10.
Item 14 in the Completion Statement (Deferred Tax) shall be accounted for in accordance with the accounting principles, policies, treatments, practices and categorisations adopted in the preparation of the Accounts of the relevant Group Companies but disregarding any expense of RBS Aerospace UK deemed to arise under Chapter 3 Part 9 CTA 2010 in respect of Completion and disregarding the effect of Division 45 of the Australian Income Tax Assessment Act 1997 in respect of Completion and, for the avoidance of doubt, shall not include such amount of any Relief afforded to RBS Aerospace UK arising from the payment of *** as mentioned in clause 4.10 as is taken into account in calculating the UK Lessor Tax Adjustment.
 
11.
Item 17 in the Completion Statement (Final Share Price) shall be calculated by adding together the amounts of items 8 and 15 in the Completion Statement and deducting from the sum the amount of item 16 in the Completion Statement.
 
PART C
DRAFT COMPLETION STATEMENT
 
1.
RBS shall, or shall procure that the RBS's accountants shall, after Completion prepare in good faith a draft statement (the " Draft Completion Statement ") in the format set out in Part D and showing the line items indicated there. RBS shall deliver the Draft Completion Statement to the Buyer within 45 Business Days after the Completion Date.
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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2.
Unless the parties agree otherwise, no adjustment shall be made to the Draft Completion Statement as a result of the objection process described in this Part C, unless and until the aggregate amount of all individual adjustments exceeds US$***, in which case an adjustment shall be made for the full amount of such adjustments as agreed or determined in accordance with this Part C.
 
3.
The Buyer shall notify RBS in writing (an " Objection Notice ") within 15 Business Days after receipt whether or not it accepts the Draft Completion Statement for the purposes of this Agreement.  An Objection Notice shall set out in detail the items of the Draft Completion Statement which are in dispute, the Buyer's reasons for such non-acceptance and specify the adjustments which, in the Buyer's opinion, should be made to the Draft Completion Statement in order for it to comply with the requirements of this Agreement.  Except for the matters specifically set out in the Objection Notice, the Buyer shall be deemed to have agreed the Draft Completion Statement in full and no adjustment may be made by the parties or the Firm to any item or items which are not the subject of the Objection Notice.
 
4.
If the Buyer serves an Objection Notice in accordance with paragraph 3 of this Part C, RBS and the Buyer shall use all reasonable efforts to meet and discuss the objections of the Buyer and to agree the adjustments (if any) required to be made to the Draft Completion Statement, in each case within 10 Business Days after receipt by RBS of the Objection Notice.
 
5.
If the Buyer is satisfied with the Draft Completion Statement (either as originally submitted or after adjustments agreed between RBS and the Buyer pursuant to paragraph 4 of this Part C) or if the Buyer fails to give a valid Objection Notice within the 15 Business Day period referred to in paragraph 3 of this Part C, then the Draft Completion Statement (incorporating any agreed adjustments) shall constitute the Completion Statement for the purposes of this Agreement.
 
6.
If RBS and the Buyer do not reach agreement within 10 Business Days of receipt by RBS of the Objection Notice, then the matter in dispute may be referred (on the application of either RBS or the Buyer) for determination by Ernst & Young or, if that firm is unable or unwilling to act, by such other independent firm of chartered accountants of international standing as RBS and the Buyer shall agree or, failing agreement, appointed by the President for the time being of the Institute of Chartered Accountants in England and Wales (the " Firm ").  The Firm shall be requested to make its decision within 25 Business Days (or such later date as RBS, the Buyer and the Firm agree in writing) of confirmation and acknowledgement by the Firm of its appointment.  The following provisions shall apply once the Firm has been appointed:
 
6.1
RBS and Buyer shall each prepare a written statement within 10 Business Days of the Firm's appointment on the matters in dispute which (together with the relevant supporting documents) shall be submitted to the Firm for determination and copied at the same time to the other;
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
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6.2
following delivery of their respective submissions, the Buyer and RBS shall each have the opportunity to comment once only on the other's submission by written comment delivered to the Firm not later than 5 Business Days after receipt of the other's submission and, thereafter, neither RBS nor the Buyer shall be entitled to make further statements or submissions except insofar as the Firm so requests (in which case it shall, on each occasion, give the other party, unless otherwise directed, 5 Business Days to respond to any statements or submission so made);
 
6.3
in giving its determination, the Firm shall state what adjustments (if any) are necessary, solely for the purposes of this Agreement, to the Draft Completion Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement and to determine finally the Completion Statement;
 
6.4
the Firm shall act as an expert (and not as an arbitrator) in making its determination which shall, in the absence of manifest error, be final and binding on the parties and, without prejudice to any other rights which they may respectively have under this Agreement, the parties expressly waive, to the extent permitted by law, any rights of recourse they may otherwise have to challenge it.
 
7.
RBS and the Buyer shall each be responsible for their own costs in connection with the preparation, review and agreement or determination of the Completion Statement.  The fees and expenses of the Firm shall be borne equally between RBS  and the Buyer or in such other proportions as the Firm shall determine.
 
8.
To enable RBS to meet its obligations under this ‎‎ Schedule 11, the Buyer shall provide to RBS and RBS's accountants reasonable access to the books and records, employees and premises of the Group Companies and, where relevant, of the Buyer for the period from the Completion Date to the date that the Completion Statement is agreed or determined. In order to review the Draft Completion Statement, RBS shall provide to the Buyer and Buyer's accountants reasonable access to RBS's and RBS's accountants' working papers relating to the Draft Completion Statement.  If the Buyer serves an Objection Notice, it shall ensure that RBS and RBS's accountants shall be given reasonable access to the Buyer's and the Buyer's accountants' working papers relating to the adjustments proposed in the Objection Notice and any other submissions by or on behalf of the Buyer in relation to the Completion Statement. Each of RBS and the Buyer shall co-operate fully with the other and shall permit the other's accountants to take copies (including electronic copies) of the relevant books and records and shall provide all assistance reasonably requested by the other to facilitate the preparation of the Completion Statement.
 
9.
In the event of the appointment of the Firm, each of RBS and the Buyer shall respectively provide or procure the provision to the Firm of all such information as the Firm may reasonably request including:
 
9.1
by their respective advisers;
 
9.2
in the case of the Buyer, the books and records and personnel of the Group Companies; and
 
 
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9.3
in the case of RBS, the books and records and personnel of the RBS Group Undertakings.
 
10.
When the Completion Statement has been agreed or determined in accordance with the preceding paragraphs, then the amount shown in the Completion Statement in respect of each line item shall be final and binding for the purposes of this Agreement.
 
 
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PART D
FORM OF COMPLETION STATEMENT
 
 
$m
$m
1.Cash Free Debt Free Price
 
[•]
Minus: Third Party Debt, broken down as between:
(a)           ECA Financings Amount;
(b)           Exim Financing Amount; and
(c)           Receivables Financing Amount
 
[(•)]
[(•)]
[(•)]
 
2.Third Party Debt
 
[(•)]
3.Minus: RBS Debt
 
[(•)]
4.Plus: Cash
 
[•]
5.Plus: Operating Lease Assets
 
[•]
6.Minus: Target Operating Lease Assets
 
[(•)]
7.Minus: UK Lessor Tax Adjustment
 
[(•)]
8. Sub Total (= 1 - 2 - 3 + 4 + 5 - 6 - 7 )
 
[•]
9.Trade Debtors
[•]
 
10.Other Debtors
[•]
 
11.Customer Deposits
[(•)]
 
12.Accruals and Deferred Income
[(•)]
 
13.Other Creditors
[(•)]
 
14.Deferred Tax
[(•)]
 
15. Working Capital (= 9 + 10 - 11 - 12 - 13 - 14 )
 
[(•)]
16. Minus: Target Working Capital
 
[(•)]
17. Final Share Price (= 8 + 15 - 16 )
 
[•]
 
 
- 127 -

 
 
SCHEDULE 12
PRE-COMPLETION OBLIGATIONS
 
1.
EXIM FINANCING AND ECA FINANCINGS
 
1.1
Each of RBS and the Buyer shall use all commercially reasonable efforts to procure, as soon as practicable following the date of this Agreement and in any case prior to Completion, that Export-Import Bank of the United States of America (in the case of the Exim Financing) and Compagnie Française d'Assurance pour le Commerce Exterieur and The Secretary of State of Her Britannic Majesty's Government acting by the Export Credits Guarantee Department (in the case of the ECA Financings):
 
 
1.1.1
consent to the irrevocable release and discharge of the Third Party Assurances set out in Part A of Exhibit 2, and the provision of replacement guarantees of the Exim Financing and the ECA Financings (respectively) by the Buyer (the " Replacement Guarantor ") on terms substantially the same as such Third Party Assurances; and
 
 
1.1.2
take such other actions (including giving such instructions to the agents and lenders thereunder) as shall be necessary to effect such release and replacement in respect of such guarantees,
 
in each case with effect on and from Completion.
 
1.2
Without limitation, the obligations of the Buyer and RBS under paragraph 1.1 above shall include:
 
 
1.2.1
an obligation to *** any of the parties described in paragraph 1.1 above ***, to the extent consistent with the parties' obligations to use all commercially reasonable efforts (provided that the decision as to whether *** shall be determined at the Buyer's business discretion);
 
 
1.2.2
if, ***, the parties described in paragraph 1.1 above request ***, an obligation that each party shall *** (provided always that the decision as to whether to comply with any request for *** shall be determined at each party's business discretion);
 
 
1.2.3
an obligation to provide to the parties described in paragraph 1.1 such information in relation to the ownership and capital structure of the Replacement Guarantor, and such other information, as such parties may reasonably request or require.
 
1.3
***
 
 
1.3.1
***
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 128 -

 
 
 
1.3.2
***
 
 
1.3.3
***
 
 
1.3.4
***
 
 
1.3.5
***
 
 
1.3.6
***
 
1.4
***
 
1.5
***
 
 
1.5.1
***
 
 
1.5.2
***
 
 
1.5.3
***
 
 
1.5.4
***
 
 
1.5.5
***
 
 
1.5.6
***
 
1.6
***
 
 
1.6.1
***
 
 
1.6.2
***
 
 
1.6.3
***
 
 
1.6.4
***
 
1.7
***
 
 
1.7.1
***
 
 
1.7.2
***
 
 
1.7.3
***
 
 
1.7.4
***
 
 
1.7.5
***
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 129 -

 
 
 
 
1.7.6
***
 
1.8
***
 
 
1.8.1
***
 
 
1.8.2
***
 
 
1.8.3
***
 
 
1.8.4
***
 
 
1.8.5
***
 
1.9
***
 
1.10
***
 
2.
AIRSPEED SERVICING
 
2.1
Terms defined in the Airspeed Servicing Agreement shall have the same meanings when used in this paragraph 2, unless otherwise defined in this Agreement.
 
2.2
The Buyer shall, as soon as practicable following the date of this Agreement, notify RBS of the name and details (including credit rating) of a Buyer's Group Undertaking that will own, directly or indirectly, at least 50.01% of the economic interest in and voting equity of RBS Aerospace Limited (provided that such entity shall on the date of the consents and waivers below have a long term debt rating of no lower than A- (S&P) and A3 (Moody's)) (" New Parent ").
 
2.3
Each of RBS and the Buyer shall use all commercially reasonable efforts to procure, as soon as practicable following the date of this Agreement, that each of Airspeed Limited and the Policy Providers consents to the ownership by the New Parent of the majority economic interest in and voting equity of RBS Aerospace Limited, and waives in writing its rights to terminate the appointment of the Servicer under the Servicing Agreement due to such ownership.  RBS and the Buyer agree that the intention of the parties is to obtain such consents and waivers prior to Completion, but that their respective obligations under this paragraph 2.3 shall continue for a period of 6 months following Completion to the extent that such consents and waivers have not been obtained prior to the expiry of such period.  Such reasonable efforts shall include:
 
 
2.3.1
the Buyer and RBS using all commercially reasonable efforts to procure a Rating Agency Confirmation in relation to such change in ownership; and
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 130 -

 
 
 
2.3.2
the Buyer and RBS using all commercially reasonable efforts to procure an opinion (from Buyer's counsel), reasonably satisfactory to each Policy Provider, stating that such change in ownership will not give rise to adverse tax consequences to the Airspeed Group.
 
3.
***
 
The Buyer shall promptly prepare letters from *** on terms substantially the same as the ***. The Buyer (with the reasonable commercial assistance of RBS) shall promptly provide any information reasonably requested by *** in connection with the release and termination of the *** and the execution by the Buyer and *** at or prior to Completion.
 
4.
RECEIVABLES FINANCINGS
 
RBS shall prepay in full (together with any breakage, costs, premiums and prepayment fees payable by any Group Company in relation to the release and termination of any hedging and swap arrangements entered into in connection with a Receivables Financing) and terminate each Receivables Financing  and shall procure that all "receivables" and related rights are reassigned to RBS Aerospace Limited.  RBS shall make available to the Buyer reasonable evidence of such terminations and reassignments prior to Completion.
 
5.
CORPORATE JET SALE
 
RBS shall use all commercially reasonable efforts to procure that, as soon as practicable following the date of this Agreement, RBS Aerospace Limited shall (pursuant to a sale agreement entered into in January 2012) transfer to RB Leasing Limited all legal and beneficial title to one Bombardier Challenger corporate jet with MSN 5611 (the " Corporate Jet "), together with the associated lease to Arkas Shipping and Transport SA (the " Corporate Jet Sale ").  On completion of the Corporate Jet Sale, RBS shall make available to the Buyer a copy of the bill of sale for the Corporate Jet as evidence of such completion.  If the Corporate Jet Sale has not occurred at or prior to Completion, the Buyer shall use all commercially reasonable efforts following Completion to assist in the completion of the Corporate Jet Sale, at no cost to any Buyer's Group Undertaking.  Notwithstanding any provision to the contrary in this Agreement, none of the other provisions of this Agreement (including, for the avoidance of doubt, the definition of "Aircraft" or "Operating Lease Assets" or the Warranties in Schedule 4) shall apply to, or be interpreted as referring to, the Corporate Jet, save to the extent they expressly refer thereto.
 
6.
OEM AMENDMENTS
 
Each of RBS and the Buyer shall use all commercially reasonable efforts to procure, as soon as practicable following the date of this Agreement, that the OEM
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
- 131 -

 
 
Amendments are made to each of the relevant OEM Contracts (with such amendments to take effect from Completion).
 
7.
COSTS OF PRE-COMPLETION OBLIGATIONS
 
Save to the extent provided otherwise in this Schedule 12, RBS shall pay (or procure the payment of) any out-of-pocket expenses or fees (including legal fees) of any counterparty (other than any Buyer's Group Undertaking) whose consent, agreement or other co-operation is reasonably required pursuant to the obligations of the parties described in paragraphs 1 to 6 (inclusive) above, such payment to be made prior to or simultaneously with Completion or, if not so paid, after Completion, provided that:
 
 
(a)
subject always to the proviso in paragraph 1.2.1 of this Schedule 12, RBS shall be required to pay such expenses or fees only to the extent of any agreement between a RBS Group Undertaking (including a Group Company) and such third party as in force at the date of this Agreement or to the extent that payment of such fees and expenses is required by such third party as a condition to their consent and agreement to the matters contemplated above; and
 
 
(b)
the Buyer shall indemnify RBS for any such expenses or fees to the extent arising due to a breach by the Buyer of its obligations under this Schedule 12.
 
 
- 132 -

 
 
EXECUTED by the parties:
 
 
Signed by Rory Cullinan
 
as attorney for
 
The Royal Bank
 
of Scotland plc:
)
 
)
 
)
 
)
 
 
Signed by Hiroshi Minoura
 
for and on behalf of
 
Sumitomo Mitsui
 
Banking Corporation:
)
 
)
 
)
 
)
 
 
 
 

 
 
EXHIBIT 1
 
PART A - AIRCRAFT
 
1.
2.
3.
4.
5.
6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
1.  
 
RBS Aerospace Limited
 
***
2157
A320-200
 
2.  
 
RBS Aerospace Limited
 
***
3169
A319-100
3.  
 
New Skye Leasing Limited
RBS Aerospace (UK) Limited
***
3785
A320-200
4.  
 
New Skye Leasing Limited
RBS Aerospace (UK) Limited
***
3850
A320-200
5.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
3423
A320-200
6.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
3439
A320-200
7.  
 
New Skye Leasing Limited
RBS Aerospace Limited
***
3755
A320-200
8.  
 
New Skye Leasing Limited
RBS Aerospace Limited
***
3781
A320-200
9.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
145406
ERJ-145MP
10.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33790
B737-700
11.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
1634
A319-100
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 1 -

 
 
 
1.
2.
3.
4.
5.
6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
12.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2870
A319-100
13.  
 
New Skye Leasing Limited
RBS Aerospace Limited
***
3840
A320-200
14.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3626
A320-200
15.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3833
A320-200
16.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3242
A320-200
17.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3289
A320-200
18.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
36116
B737-700
19.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
36117
B737-700
20.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37740
B737-800
21.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37741
B737-800
22.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37742
B737-800
23.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
29888
B737-800
24.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2148
A320-200
25.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37754
B737-800
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 2 -

 
 

1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
26.  
 
RBS Aerospace Ireland Leasing 1 Limited
RBS Aerospace Ireland Leasing 1 Limited
***
10029
CRJ-700
27.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
35107
B737-800
28.  
 
All Nippon Airways Trading Caribian Leasing Ltd.
RBS Aerospace (UK) Limited
***
2998
A320-200
29.  
 
All Nippon Airways Trading Caribian Leasing Ltd.
RBS Aerospace (UK) Limited
***
3099
A320-200
30.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
30099
B737-800
31.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2041
A321-200
32.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2397
A320-200
33.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3437
A320-200
34.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3483
A320-200
35.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3496
A320-200
36.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
1725
A320-200
37.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2653
A321-200
38.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
29672
B737-800
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 3 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
39.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
1541
A319-100
40.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
1551
A319-100
41.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
1603
A319-100
42.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3645
A321-200
43.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3045
A319-100
44.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3069
A319-100
45.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
3253
A319-100
46.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
3279
A319-100
47.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
3450
A319-100
48.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
3672
A320-200
49.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
33451
B737-800
50.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
33455
B737-800
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 4 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
51.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
34002
B737-800
52.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
34005
B737-800
53.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2378
A319-100
54.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2380
A319-100
55.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2402
A319-100
56.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2436
A319-100
57.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2442
A319-100
58.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2446
A319-100
59.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2471
A319-100
60.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2709
A319-100
61.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2729
A319-100
62.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
4196
A320-200
63.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
4233
A320-200
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 5 -

 

1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
64.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
4250
A320-200
65.  
 
New Skye Leasing Limited
RBS Aerospace Limited
***
3902
A320-200
66.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
17000093
ERJ-170LR
67.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
17000106
ERJ-170LR
68.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
17000107
ERJ-170LR
69.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
17000112
ERJ-170LR
70.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
1943
A319-100
71.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
2806
A319-100
72.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3306
A320-200
73.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
19000201
ERJ-190LR
74.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
19000230
ERJ-190LR
75.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
19000263
ERJ-190LR
76.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
19000264
ERJ-190LR
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 6 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
77.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2736
A321-200
78.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2756
A321-200
79.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2889
A319-100
80.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2996
A321-200
81.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3054
A319-100
82.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3102
A319-100
83.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3209
A319-100
84.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3377
A319-100
85.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3380
A319-100
86.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3443
A319-100
87.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
37743
B737-800
88.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
37745
B737-800
89.  
 
White Skye Leasing Limited
RBS Aerospace Limited
***
4481
A320-200
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 7 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
90.  
 
White Skye Leasing Limited
RBS Aerospace Limited
***
4535
A320-200
91.  
 
RBS Aerospace Ireland Leasing 3 Limited
RBS Aerospace Ireland Leasing 3 Limited
***
4954
A320-200
92.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35099
B737-800
93.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33555
B737-800
94.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33556
B737-800
95.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2875
A320-200
96.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2920
A320-200
97.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2947
A320-200
98.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3063
A320-200
99.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3157
A320-200
100.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3410
A320-200
101.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3627
A320-200
102.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
30361
B737-800
103.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
30368
B737-800
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 8 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
104.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37593
B737-800
105.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37594
B737-800
106.  
 
RBS Aerospace Limited
RBS Labuan Leasing 1 Limited
***
35105
B737-800
107.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
33813
B737-800
108.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
33814
B737-800
109.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33812
B737-800
110.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37747
B737-800
111.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33557
B737-800
112.  
 
New Skye Leasing Limited
RBS Aerospace (UK) Limited
***
3905
A319-100
113.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35094
B737-800
114.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
37746
B737-800
115.  
 
RBS Aerospace Limited
RBS Paris Leasing 1 SARL
***
39920
B737-800
116.  
 
RBS Aerospace Limited
RBS Paris Leasing 1 SARL
***
40807
B737-800
117.  
 
New Skye (UK) Limited
RBS Aerospace (UK) Limited
***
3917
A320-200
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 9 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
118.  
 
RBS Australia Leasing PTY Limited
RBS Australia Leasing PTY Limited
***
2600
A320-200
119.  
 
RBS Australia Leasing PTY Limited
RBS Australia Leasing PTY Limited
***
33993
B737-800
120.  
 
RBS Australia Leasing PTY Limited
RBS Australia Leasing PTY Limited
***
33994
B737-800
121.  
 
RBS Australia Leasing PTY Limited
RBS Australia Leasing PTY Limited
***
33995
B737-800
122.  
 
Lombard Global Finance Company
Lombard Global Finance Company
***
145398
ERJ-145MP
123.  
 
Lombard Global Finance Company
Lombard Global Finance Company
***
145419
ERJ-145MP
124.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
35000
B737-800
125.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
35005
B737-800
126.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
35017
B737-800
127.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
35018
B737-800
128.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
37519
B737-800
129.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
37532
B737-800
130.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
37534
B737-800
131.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
37535
B737-800
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 10 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
132.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
37540
B737-800
133.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
37541
B737-800
134.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
37542
B737-800
135.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
37543
B737-800
136.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33597
B737-800
137.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33621
B737-800
138.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33622
B737-800
139.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33634
B737-800
140.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35022
B737-800
141.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
36570
B737-800
142.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
36571
B737-800
143.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
36572
B737-800
144.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
36573
B737-800
145.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37514
B737-800
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 11 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
146.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
38494
B737-800
147.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35095
B737-800
148.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35096
B737-800
149.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35097
B737-800
150.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35098
B737-800
151.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
40882
B737-800
152.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
40883
B737-800
153.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3132
A320-200
154.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3206
A320-200
155.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3383
A320-200
156.  
 
Lombard Global Finance Company
Lombard Global Finance Company
***
2140
A320-200
157.  
 
Lombard Global Finance Company
Lombard Global Finance Company
***
500
A330-200
158.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2268
A319-100
159.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2281
A319-100
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 12 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
160.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2308
A319-100
161.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2379
A319-100
162.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2418
A319-100
163.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33558
B737-800
164.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33562
B737-800
165.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
33563
B737-800
166.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
1952
A319-100
167.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
2553
A321-200
168.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
2610
A321-200
169.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
2687
A321-200
170.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
2862
A321-200
171.  
 
New Skye Leasing Limited
RBS Aerospace Limited
***
3750
A320-200
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 13 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
172.  
 
New Skye Leasing Limited
RBS Aerospace Limited
***
3972
A320-200
173.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
2924
A320-200
174.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3058
A320-200
175.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
3278
A320-200
176.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
4320
A320-200
177.  
 
New Skye (UK) Limited
RBS Aerospace (UK) Limited
***
3734
A320-200
178.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
3674
A320-200
179.  
 
RBS Australia Leasing PTY Limited
RBS Australia Leasing PTY Limited
***
3275
A320-200
180.  
 
RBS Australia Leasing PTY Limited
RBS Australia Leasing PTY Limited
***
3332
A320-200
181.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35137
B737-800
182.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
35149
B737-800
183.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35100
B737-800
184.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35138
B737-800
185.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35145
B737-800
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 14 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
186.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37258
B737-800
187.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37259
B737-800
188.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
37260
B737-800
189.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
2928
A320-200
190.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
2934
A320-200
191.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
2941
A320-200
192.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
2984
A320-200
193.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
3010
A320-200
194.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
2302
A319-100
195.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
39921
B737-800
196.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
40995
B737-800
197.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
40997
B737-800
198.  
 
RBS Aerospace (UK) Limited
RBS Aerospace (UK) Limited
***
40998
B737-800
199.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
4805
A320-200
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 15 -

 
 
 
1. 2. 3. 4. 5. 6.
No.
Owner
Lessor
Lessee
MSN
Aircraft Type
200.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
4851
A320-200
201.  
 
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
Wells Fargo Bank Northwest, National Association as Owner Trustee for RBS Aerospace Limited
***
4948
 
A320-200
 
202.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
35829
B737-800
203.  
 
AFEX Leasing LLC
RBS Aerospace Limited
***
36149
B737-800
204.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35102
B737-800
205.  
 
RBS Aerospace Limited
RBS Aerospace Limited
***
35104
B737-800
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 16 -

 
 
 
PART B – ORDERED AIRCRAFT
 
***
 
 
 
 
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
- 17 -

 
 
 
PART C – AIRCRAFT SCHEDULED FOR ACQUISITION, DISPOSAL OR SALE AND LEASEBACK
 
*** 18
 
 
 
 
 
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
- 18 -

 
 
EXHIBIT 2
 
PART A
 
1.  
Guarantee dated 25 November 2009 given by The Royal Bank of Scotland PLC in favour of Export-Import Bank of the United States
 
2.  
Guarantee dated 2 July 2009 given by The Royal Bank of Scotland PLC in favour of Calyon as security trustee
 
3.  
Guarantee dated 8 February 2011 given by The Royal Bank of Scotland PLC in favour of Sumitomo Mitsui Banking Corporation Europe Limited, London Branch as security trustee
 

 
PART B
 
***
 
 
 
 
 
 
 
 
 
 

 
*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
 

 
 
EXHIBIT 3
   
   
Company Registration No: 270775
 
 
 
 
 
 
RBS AEROSPACE LIMITED
 
 
 
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
 
31 December 2010
 
 
 
     
 
 
 
 
Group Legal and Secretariat
Ulster Bank Group Centre
Georges Quay,
Dublin 2,
Ireland
 
 
 
 
 

 
 
RBS AEROSPACE LIMITED
 
 
 
Contents
Page
 
Officers and Professional Advisers
1
   
Directors' Report
2-5
   
Statement of Directors' Responsibilities
6
   
Independent Auditors' Report
7-8
   
Statement of Comprehensive Income
9
   
Balance Sheet
10-11
   
Statement of Changes in Equity
12
   
Cash Flow Statement
13
   
Notes to the Financial Statements
14-40

 

 
 

 
 
RBS AEROSPACE LIMITED
 

 
OFFICERS AND PROFESSIONAL ADVISERS
 

 
DIRECTORS:
   
 
P Barrett
(Irish)
 
C Ennis
(Irish)
 
B Flannery
(Irish)
 
D Swan
(Irish)
 
B Harvey
(American)
 
R Cullinan
(British)
 
P Commons
(British)
 
G Petken
(British)
     
SECRETARY:
 
 
C Ennis
   
REGISTERED OFFICE:
 
 
IFSC House
 
IFSC
 
Dublin 1
   
AUDITORS:
 
 
Deloitte & Touche
 
Chartered Accountants
 
Deloitte & Touche House
 
Earlsfort Terrace
 
Dublin 2
   
   
   
Registered in Ireland.
 

 
 
- 1 -

 
 
 
RBS AEROSPACE LIMITED
 

 
DIRECTORS' REPORT
 
The Directors of RBS Aerospace Limited ("the Company") have pleasure in presenting their report, together with audited financial statements for the year ended 31 December 2010.  The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs").
 
ACTIVITIES AND BUSINESS REVIEW
 
Activities
 
The principal business activities of the Company include, acting in the capacity of principal, agent or broker, the financing of aircraft, plant, equipment, machinery, engines, vehicles or other modes of transport and their components and parts, by way of loan, hire purchase, lease rental, credit sale or other appropriate methods of finance, and the sale or purchase, ownership, leasing or management or in any other way dealing with aircraft, plant, equipment, machinery, engines, vehicles or other modes of transport and their components/parts.  The Company also provides financial advice and brokerage services to the airline and airline related industry in connection with financing and refinancing.
 
The Company is a wholly owned subsidiary of International Aviation Management (CI) Limited, a company registered in the Cayman Islands.
 
The Company is a member of The Royal Bank of Scotland Group (the "Group" or the "RBS Group") which provides the Company access to all central resources it needs and provides guidance and frameworks for areas such as finance, risk, human resources or environment.  The annual reports of The Royal Bank of Scotland Group plc review these matters on a group basis.  Copies can be obtained from the Company Secretary, Gogarburn, Edinburgh, EH 12 1HQ, the Registrar of Companies or through the Group's web site at www.rbs.com.
 
Principal risks and uncertainties
 
The airline industry is cyclical and highly competitive.  Most of the Company's aircraft are under operating leases where the cost of the aircraft is not fully recovered over the term of the lease.  The oversupply of a specific type of aircraft in the market could depress aircraft lease rates and values, which would affect re-lease rates.  The supply and demand of aircraft is affected by various cyclical factors including:
 
·
passenger air travel and air cargo demand
 
·
fuel prices
 
·
maintenance costs
 
·
technological innovation and the introduction of new generation of aircraft types
 
·
government and environmental regulations
 
Review of the year and future developments
 
The directors are satisfied with the Company's performance in the year.  The Company will be guided by its parent company in seeking further opportunities for growth.
 
 
 
- 2 -

 
 
RBS AEROSPACE LIMITED
Review of the year and future developments (continued)

 
At the end of the year, the financial position showed total assets of $6,789.5 million (2009 restated: $7,083.0 million).  The net book value of property, plant and equipment was $6,224.7 million compared with $6,204.5 million at the end of the previous year.
 
The Company has changed the way it accounts for maintenance and depreciation.  The purpose of the change is to:
 
·
more accurately reflect the economic outcomes of operating leases through the statement of comprehensive income
 
·
more closely align accounting treatment with industry practices
 
·
enhance the comparability of its financial statements to other lessors
 
This has resulted in a change in accounting policy with respect to the treatment of maintenance contributions from lessees, and a change in accounting estimate with respect to the treatment of depreciation of assets held for operating lease.  The overall effects of the new accounting treatments are to increase retained profit by $73,598,000 in 2010 (2009: $21,244,000).  Opening reserves as at 1 January 2009 were restated and increased by $29,900,000.  More information is shown in note 1.
 
The Company's functional currency is the US dollar, as its trading and funding is predominately in this currency, and therefore its financial statements are presented in this currency.
 
The Company is funded primarily by facilities from the RBS Group, although additional finance has been raised from other sources in the form of finance lease funding for a number of its aircraft.  It seeks to minimise its exposure to external financial risks other than credit risk, further information is disclosed in Note 2.
 
To the date of signing of the financial statements the directors have not recommended the payment of a dividend (2009:$nil).
 
Going Concern
 
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out above, along with the financial position of the Company.  In addition, also as noted above, note 2 to the financial statements includes: the Group's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.  Risks are managed in line with guidance given by the Company's parent company.  Exposure to both interest rate risk and currency risk is minimised by the use of derivatives and fixed rate loans.
 
The current economic conditions create higher levels of the risks and uncertainties associated with the airline industry outlined above.  However, the Company has considerable long-term contracts with a number of customers and suppliers across different geographic areas and sectors within the industry.  Past experience indicates that airline risk can be managed carefully and successfully.  The Company has considerable borrowings from the Group.  Although the Company has been designated as non-core to the Royal Bank of Scotland Group, the Directors have no reason to believe that the availability of these borrowings will
 
 
 
- 3 -

 
 
RBS AEROSPACE LIMITED
Going concern (continued)

 
cease in the foreseeable future.  As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook.
 
The directors, having made such enquiries as they considered appropriate, including regarding the continuing availability of sufficient resources from the Group, have prepared the financial statements on a going concern basis.  They considered the financial statements of The Royal Bank of Scotland Group plc for the year ended 31 December 2010, approved on 23 February 2011, which were prepared on a going concern basis.
 
DIRECTORS AND SECRETARY
 
The present directors and secretary, who have served throughout the year (except where noted below), are listed on page 1.  From 1 January 2010 to date the following changes have taken place:
 
Directors
Resigned
Appointed
J Higgins
15 January 2010
-
B Harvey
-
5 May 2011
G Petken
-
22 July 2011
Assistant Secretary
   
J O'Driscoll
20 September 2010
-

DIRECTORS' AND SECRETARIES' INTERESTS
 
The directors and secretary of the Company at 31 December 2010 had no beneficial interests in the shares of Group companies other than the following beneficial holdings in the ultimate holding company:
 
The Royal Bank of Scotland Group plc Ordinary Shares of Stg 25p each
 
   
As at 1 January 2010 (or date of appointment if later)
   
As at 31 December 2010
 
   
Ordinary Shares
   
Options *
   
Restricted Stock Awards **
   
Ordinary Shares
   
Options *
   
Restricted Stock Awards **
 
P Barrett
    16,333       220,825       -       16,333       171,577       273,016  
P Commons
    32,582       306,480       21,806       37,501       237,857       13,456  
R Cullinan
    -       4,787,235       5,503,048       -       4,787,235       5,654,960  
C Ennis (Company Secretary)
    4,198       14,369       -       4,198       14,369       -  
B Flannery
    10,651       118,353       12,265       14,222       118,353       55,915  
D A Swan
    16,116       63,250       15,080       20,647       17,794       64,263  

*
Options granted under the Executive Option Scheme are exercisable subject to the achievement of performance conditions.
**
vesting for these awards are subject to the achievement of performance conditions
 
No director had an interest in any of the preference shares of the RBS Group during the year to 31 December 2010.
 
 
 
- 4 -

 
 
RBS AEROSPACE LIMITED
 
   
RISK MANAGEMENT POLICY
 
The Company seeks to minimise its exposure to external financial risks other than credit risk, further information is disclosed in Note 2.
 
BOOKS OF ACCOUNT
 
To ensure that proper books and accounting records are kept in accordance with Section 202 of the Companies Act, 1990, the directors have employed appropriately qualified accounting personnel and have maintained appropriate computerised accounting systems.  The books of account are located at the offices of the RBS Group, Global Banking & Markets - Finance in Cheltenham, United Kingdom.
 
ELECTIVE RESOLUTIONS
 
The Company has passed elective resolutions electing to dispense with the requirements to hold annual general meetings, lay accounts before a general meeting and re-appoint auditors annually pursuant to Regulation 8 of the European Communities (Single Member Private Limited Companies) Regulations, 1994.
 
AUDITORS
 
Deloitte & Touche, Chartered Accountants, have signified their willingness to continue in office as auditors in accordance with Section 160(2) of the Companies Act 1963.
 
Approved by the Board of Directors
and signed on behalf of the Board
 

 
P Barrett
B Harvey
Director
Director
Date:  22 July 2011
Date:  22 July 2011

 
 
- 5 -

 
 
RBS AEROSPACE LIMITED
 
   
STATEMENT OF DIRECTORS' RESPONSIBILITIES
 
Irish company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.  In preparing those financial statements, the directors are required to:
 
·
select suitable accounting policies for the Company Financial Statements and then apply them consistently;
 
·
make judgements and estimates that are reasonable and prudent; and
 
·
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
 
The directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements are prepared in accordance with International Financial Reporting Standards as adopted by the European Union and comply with Irish statute comprising the Companies Acts, 1963 to 2009.  They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
 
Signed on behalf of the Board:
 

 
 
P Barrett
B Harvey
Director
Director
Date:  22 July 2011
Date:  22 July 2011

 
 
- 6 -

 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RBS AEROSPACE LIMITED
 
We have audited the financial statements of RBS Aerospace Limited (the company) for the year ended 31 December 2010 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement, and the related notes 1 to 28.  These financial statements have been prepared under the accounting policies set out therein.
 
This report is made solely to the company's members, as a body, in accordance with Section 193 of the Companies Act 1990.  Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditors' report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
 
Respective responsibilities of directors and auditors
 
The directors are responsible for preparing the financial statements, as set out in the Statement of Directors' Responsibilities, in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
 
Our responsibility, as independent auditor, is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).
 
We report to you our opinion as to whether the financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union, and are properly prepared in accordance with Irish statute comprising the Companies Acts, 1963 to 2009.  We also report to you whether in our opinion: proper books of account have been kept by the company; whether, at the balance sheet date, there exists a financial situation requiring the convening of an extraordinary general meeting of the company; and whether the information given in the Directors' Report is consistent with the financial statements.  In addition, we state whether we have obtained all information and explanations necessary for the purpose of our audit and whether the company's balance sheet and income statement are in agreement with the books of account.
 
We also report to you if, in our opinion, any information specified by law regarding directors' remuneration and directors' transactions is not disclosed and, where practicable, include such information in our report.
 
We read the Directors' Report and consider the implications for our report if we become aware of any apparent misstatement within it.  Our responsibilities do not extend to other information.
 
Basis of audit opinion
 
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board.  An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements.  It also includes an assessment of the significant estimates and judgements made by the directors in
 
 
 
- 7 -

 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RBS AEROSPACE LIMITED (continued)
 
 
 the preparation of the financial statements and of whether the accounting policies are appropriate to the company's circumstances, consistently applied and adequately disclosed.
 
We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error.  In forming our opinion we evaluated the overall adequacy of the presentation of information in the financial statements.
 
Opinion
 
In our opinion the financial statements:
 
·
give a true and fair view, in accordance with IFRSs as adopted by the European Union, of the state of the affairs of the company as at 31 December 2010 and of the profit for the year then ended; and
 
·
have been properly prepared in accordance with the Companies Acts 1963 to 2009.
 
We have obtained all the information and explanations we considered necessary for the purpose of our audit.  In our opinion proper books of account have been kept by the company.  The company's balance sheet and its income statement are in agreement with the books of account.
 
In our opinion the information given in the Directors' Report is consistent with the financial statements.
 
The net assets of the company, as stated in the balance sheet are more than half the amount of its called-up share capital and, in our opinion, on that basis there did not exist at 31 December 2010 a financial situation which, under Section 40(1) of the Companies (Amendment) Act, 1983, would require the convening of an extraordinary general meeting of the company.
 

 

Deloitte & Touche
Chartered Accountants and Registered Auditors
Dublin
 

Date: 5 th August 2011
 
 
 
- 8 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
 
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2010
 
               
Restated
 
   
Note
   
2010
   
2009
 
         
$'000
   
$'000
 
CONTINUING OPERATIONS
                 
Revenue
    3       654,824       592,395  
Cost of sales
    4,10       (200,040 )     (218,522 )
GROSS PROFIT
            454,784       373,873  
Other operating income
    5       53,642       20,429  
Administrative expenses
            (42,171 )     (38,492 )
OPERATING PROFIT
    6       466,255       355,810  
Finance costs
                       
Interest payable
    8       (299,894 )     (269,706 )
Movement in fair value of derivatives
            37,974       86,112  
              (261,920 )     (183,594 )
PROFIT BEFORE TAXATION
            204,335       172,216  
Tax charge
    9       (25,906 )     (21,360 )
PROFIT FOR THE FINANCIAL YEAR
            178,429       150,856  
OTHER COMPREHENSIVE INCOME
                       
Other comprehensive income after tax
            -       -  
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
            178,429       150,856  

These financial statements were approved by the Board of Directors on 22 July 2011 and signed on its behalf by;
 

 

 
P Barrett
B Harvey
Director
Director

 
 
 
- 9 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
 
BALANCE SHEET
as at 31 December 2010
 
               
Restated
   
Restated
 
   
Note
   
2010
   
2009
   
2008
 
         
$'000
   
$'000
   
$'000
 
NON-CURRENT ASSETS
                       
Property, plant and equipment
    10       6,224,714       6,204,470       5,190,838  
Finance lease receivables
    13       378,027       415,765       351,514  
Investments in subsidiaries
    11       12       12       12  
Derivative financial instruments
    14       56,041       53,539       172,566  
              6,658,794       6,673,786       5,714,930  
CURRENT ASSETS
                               
Finance lease receivables
    13       39,851       18,430       38,174  
Loan receivable
    15       37,493       -       35,953  
Trade and other receivables
    16       16,881       48,805       25,602  
Cash and cash equivalents
    17       33,189       340,586       418,115  
Derivative financial instruments
    14       3,297       1,422       -  
Assets held for sale
    18       -       -       38,145  
              130,711       409,243       555,989  
TOTAL ASSETS
            6,789,505       7,083,029       6,270,919  
CURRENT LIABILITIES
                               
Trade and other payables
    19       (210,307 )     (178,179 )     (165,426 )
Obligations under finance leases
    20       (62,268 )     (45,198 )     -  
Borrowings
    21       (435,270 )     (429,402 )     (412,151 )
Derivative financial instruments
    14       (6,942 )     (4,089 )     (10,014 )
              (714,787 )     (656,868 )     (587,591 )
NON CURRENT LIABILITIES
                               
Trade and other payables
    19       (209,938 )     (216,602 )     (229,112 )
Obligations under finance leases
    20       (552,440 )     (616,749 )     -  
Borrowings
    21       (4,479,383 )     (4,928,883 )     (4,760,748 )
Deferred tax liabilities
    22       (146,837 )     (120,949 )     (99,588 )
Derivative financial instruments
    14       (61,356 )     (96,643 )     (298,401 )
              (5,449,954 )     (5,979,826 )     (5,387,849 )
TOTAL LIABILITIES
            (6,164,741 )     (6,636,694 )     (5,975,440 )
NET ASSETS
            624,764       446,335       295,479  
EQUITY
                               
Share capital
    23       500       500       500  
Other reserves
    24       65,000       65,000       65,000  
Retained earnings
            559,264       380,835       229,979  
TOTAL EQUITY
            624,764       446,335       295,479  
 
 
 
- 10 -

 
 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
BALANCE SHEET
as at 31 December 2010
 
 
 
These financial statements were approved by the Board of Directors on 22 July 2011 and signed on its behalf by:
 

 
 
P Barrett
B Harvey
Director
Director
 
 
 
 
- 11 -

 
 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
 
STATEMENT OF CHANGES IN EQUITY
as at 31 December 2010
 
   
Share Capital
   
Other Reserves
   
Retained Earnings
   
Total Equity
 
   
$'000
   
$'000
   
$'000
   
$'000
 
BALANCE AT 31 DECEMBER 2008
    500       65,000       200,079       265,579  
Change in accounting policy for maintenance contributions
    -       -       29,900       29,900  
BALANCE AT 31 DECEMBER 2008 as restated
    500       65,000       229,979       295,479  
Profit for the year
    -       -       150,856       150,856  
BALANCE AT 31 DECEMBER 2009
    500       65,000       380,835       446,335  
Profit for the year
    -       -       178,429       178,429  
BALANCE AT 31 DECEMBER 2010
    500       65,000       559,264       624,764  

 
 
 
- 12 -

 
 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
 
CASH FLOW STATEMENT
for the year ended 31 December 2010
 
           
Restated
 
 
Note
 
2010
   
2009
 
     
$'000
   
$'000
 
OPERATING ACTIVITIES
             
Profit before tax
      204,335       172,216  
Adjustments for:
                 
Depreciation on assets for hire under operating leases
      200,957       219,503  
Interest expense
      261,919       269,706  
Movement in fair value of derivatives and fair value hedges
      (37,974 )     (86,112 )
Profit on disposal of assets held under operating leases
      (46,465 )     (3,325 )
Operating cash flows before movements in working capital
      582,772       571,988  
Decrease/(increase) in receivables
      11,803       (45,359 )
Increase in payables
      27,976       12,346  
Cash generated by operations
      622,551       538,975  
Income taxes received
      391       9,831  
Interest paid
      (264,732 )     (282,078 )
NET CASH FROM OPERATING ACTIVITIES
      358,210       266,728  
INVESTING ACTIVITIES
                 
Proceeds on disposal of property, plant and equipment
      505,364       260,736  
Purchases of property, plant and equipment
      (680,100 )     (1,452,327 )
NET CASH USED IN INVESTING ACTIVITIES:
      (174,736 )     (1,191,591 )
FINANCING ACTIVITIES
                 
Amounts raised from finance lease funding
      -       664,625  
Repayment of obligations under finance leases
      (47,240 )     (2,678 )
New bank loans raised
      -       191,400  
Repayments of bank loans
      (443,631 )     -  
NET CASH (USED IN)/FROM FINANCING ACTIVITIES
      (490,871 )     853,347  
NET DECREASE IN CASH AND CASH EQUIVALENTS
      (307,397 )     (71,516 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
      340,586       412,102  
CASH AND CASH EQUIVALENTS AT END OF YEAR
17
    33,189       340,586  
NOTES TO THE FINANCIAL STATEMENTS
 
 
 
- 13 -

 
 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
 
 
 
1
SIGNIFICANT ACCOUNTING POLICIES
 
a
BASIS OF ACCOUNTING
 
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the EU.  The Company in addition to complying with its legal obligation to comply with IFRS as adopted for use in the European Union, also complies with IFRS as issued by the International Accounting Standards Board.
 
The financial statements have been prepared on the historical cost basis.  The principal accounting policies are set out below.
 
The Company's functional currency is the US Dollar, being the currency of the primary economic environment in which the Company operates.
 
The directors do not believe the adoption of any Standards or Interpretations that have been issued but are not yet effective will have any material impact on the financial statements of the Company.
 
The Company has applied the exemption of IAS 27 'Consolidated and Separate Financial Statements' not to present consolidated financial statements and therefore these statements are the separate financial statements of the Company.
 
The judgements and assumptions involved in the Company's accounting policies which have the most significant effect on the amounts recognised in the financial statements are those that relate to the criteria for assessing whether substantially all the significant risks and rewards of ownership of leased assets are transferred to other entities, the setting of residual values and useful economic lives for aircraft assets and assessing the stage of completion of the service provided in recognising fee income.
 
The accounts, which should be read in conjunction with the Directors' Report, are prepared on a going concern basis and in accordance with IFRS.
 
b
CHANGE IN ACCOUNTING POLICY
 
In conjunction with a re-assessment of useful economic lives of aircraft under operating lease (as set out below), the Company has changed its accounting policy with respect to the treatment of maintenance contributions received from lessees.  The Company previously deferred these in the balance sheet until the earlier of utilisation for maintenance events or disposal of the aircraft.  The new policy includes an assessment of whether the company takes any risk in respect of the maintenance of each leased asset.  For those "on-risk" assets, maintenance payments received are recorded in income and the major maintenance components of each aircraft are identified and depreciated separately over the period to the next maintenance, or the end of the useful economic life, within property, plant and equipment.  For "off-risk" leases, such payments are deferred on the balance sheet until they are utilised to cover maintenance spending and the Company recognises as revenue all maintenance receipts not expected to be repaid to the lessee.
 
 
 
- 14 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
1
SIGNIFICANT ACCOUNTING POLICIES continued
b             CHANGE IN ACCOUNTING POLICY - continued
 
 
The directors believe that the revised policy provides more relevant information as it better reflects the Company's economic position with regards to these amounts.  The effect of the new policy is:
 
   
Effect on
2010
   
Effect on
2009
 
   
$'000
   
$'000
 
Increase in revenue
    44,111       24,352  
Decrease in other operating income
    (11,231 )     (73 )
Increase in tax charge
    (4,110 )     (3,035 )
Increase in profit
    28,770       21,244  

Balance sheet amounts and opening reserves have been revised accordingly.
 
c
CHANGE IN ACCOUNTING ESTIMATE
 
On 1 January 2010, the Company has changed its accounting estimate with respect to the treatment of depreciation on property, plant and equipment.  The Company has reviewed the estimate used to calculate the useful economic life of the assets held for operating lease to better reflect the expected use of the assets by the business.  Useful economic lives of the operating lease assets are now shorter and as such the residual values have also been reassessed.
 
Changes in estimates of residual values and useful economic lives are accounted for prospectively under IAS 16.  The effect of these changes in estimate in 2010 is to decrease cost of sales by $51,232,000 and increase the tax charge by $6,404,000, increasing profit by $44,828,000 in 2010 from what it would have been using the old estimates.  There are no changes to 2008 and 2009.
 
d
INCOME UNDER FINANCE AND OPERATING LEASES
 
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.  All other leases are classified as operating leases.
 
Finance lease income, which includes the amortisation of the investment in the lease, is allocated to accounting periods so as to reflect a constant periodic rate of return on the net investment outstanding in respect of the leases.
 
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.
 
The terms of aircraft operating leases are assessed at the outset of each lease to determine whether the Company has the majority of the risk in connection with the maintenance of the asset ("on-risk"), or whether the economic risk is passed to the lessee ("off-risk").  Any maintenance payments which are received from lessees
 
 
 
- 15 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
1.            SIGNIFICANT ACCOUNTING POLICIES – continued
d             INCOME UNDER FINANCE AND OPERATING LEASES – continued
 
 
through the life of the lease are recorded immediately as income for "on-risk" leases.  For "off-risk" leases, such payments are deferred on the balance sheet until they are utilised to cover maintenance spending and the Company recognises as revenue all maintenance receipts not expected to be repaid to the lessee.
 
e
FEE INCOME
 
Fee income is recognised by reference to the stage of completion of the service provided.
 
f
PROGRESS PAYMENTS INCOME RECOGNITION
 
Where assets are subject to progress payments being made prior to the commencement of the primary lease period, interest on the total of such payments at an appropriate rate is added to the cost of the asset and credited to the statement of comprehensive income.
 
g
BORROWING COSTS
 
All borrowing costs are recognised as an expense in the period in which they are incurred.
 
h
TAXATION
 
Provision is made for taxation at current enacted rates on taxable profits.
 
Deferred taxation is accounted for in full for all temporary differences between the carrying amount of an asset or liability for accounting purposes and its carrying amount for tax purposes.  Deferred tax assets are only recognised to the extent that it is probable that they will be recovered.
 
i
FOREIGN CURRENCY
 
Transactions in foreign currencies are recorded at the rates of exchange prevailing on the dates of the transactions.  At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.  Non-monetary assets and liabilities denominated in foreign currencies are translated at the rates prevailing at the date of the transaction.  Gains and losses arising on retranslation are included in profit or loss for the period.
 
j
PROPERTY, PLANT AND EQUIPMENT
 
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.  Depreciation on assets for hire under operating leases is charged over the lease term, using the straight-line method. Assets are depreciated over their useful economic life, as follows.
 
Aircraft for hire under operating leases
5 to 15 years from date of manufacture
 
 
 
- 16 -

 
 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
1.            SIGNIFICANT ACCOUNTING POLICIES – continued
j               PROPERTY, PLANT AND EQUIPMENT - continued
 
 
 
Office equipment and fixtures & fittings
3 to 10 years from date when brought into use
 
Aircraft held for hire under operating leases are assessed to determine whether they are "on-risk" or "off risk" for maintenance, as set out in the policy for lease income.  For those leases which are "off-risk", the aircraft is recorded as one asset and depreciated to its residual value as set out below.  The cost of assets owned for operating leases where the company is "on-risk" for maintenance are separated into components representing the prepaid maintenance of the engines, airframe overhaul and underlying airframe.  Maintenance components are amortised over the period from purchase to the next expected maintenance event for that component.  Subsequent expenditure on maintenance is capitalised and depreciated over the period to the next maintenance or the end of the useful economic life.
 
Estimated residual values are reviewed annually at each period end, with reference to current market conditions and the expected maintenance condition of the asset at the end of the useful economic life.  Where estimated residual values are found to have changed significantly, this is recorded prospectively as a change in estimate and depreciation charges over the remaining useful life are adjusted to take account of the revised estimate.
 
k
ASSETS IN THE COURSE OF CONSTRUCTION
 
Assets in the course of construction are stated at cost and are not depreciated.
 
l
INVESTMENTS IN SUBSIDIARIES
 
Investments in subsidiary undertakings are stated at cost, less any provision for impairment.
 
m
FINANCIAL INSTRUMENTS
 
The Company's financial asset categories are loans and receivables and financial assets at fair value through profit and loss.  Loans and receivables comprise finance lease receivables, 'trade and other receivables' and 'cash and cash equivalents' in the balance sheet.
 
The Company's financial liabilities are all categorised as financial liabilities measured at amortised cost and financial liabilities at fair value through profit or loss.  Financial liabilities measured at amortised cost comprises 'bank borrowings', 'obligations under finance leases' and 'trade and other payables' in the balance sheet.
 
All financial assets and liabilities at fair value through profit or loss are those classed as 'held for trading' under IAS 39 and are derivative financial instruments.
 
 
 
 
- 17 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775

NOTES TO THE FINANCIAL STATEMENTS
1.            SIGNIFICANT ACCOUNTING POLICIES – continued
 
 
 
n
DERIVATIVES AND HEDGING
 
The Company has entered into various financial instruments (derivatives) as principal to manage balance sheet foreign exchange and interest rate risk.  Derivatives include swaps, forwards and options.
 
The swaps held are currency swaps and interest rate swaps.  A swap is an agreement to exchange cash flows in the future in accordance with a pre-arranged formula.  In currency swap transactions, interest payment obligations are exchanged on assets and liabilities denominated in different currencies; the exchange of principal may be notional or actual.  Interest rate swap contracts generally involve exchange of fixed and floating interest payment obligations without the exchange of underlying principal.
 
Forwards held are forward foreign exchange contracts.  A forward contract is a contract to buy (or sell) a specified amount of a physical or financial commodity, at an agreed price, on an agreed future date.  Forward foreign exchange contracts are contracts for the delayed delivery of currency on a specified future date.
 
Derivative financial instruments are recognised initially, and subsequently measured, at fair value.  Derivative fair values are determined from quoted prices in active markets where available.  Where there is no active market for an instrument, fair value is derived from prices for the derivative's components using appropriate pricing or valuation models.  The Company's pricing and valuation methods are managed by the ultimate holding company, The Royal Bank of Scotland Group plc (the Group).  Most of the Group's pricing models do not entail material subjectivity because the methodologies utilised do not incorporate significant judgement and the parameters included in the models can be calibrated to actively quoted market prices.  Values established from pricing models are adjusted for credit risk, liquidity risk and future operational costs.
 
Derivatives are classified as fair value through profit and loss.  Gains and losses arising from changes in fair value of a derivative are recognised as they arise in profit or loss.
 
The Company enters into fair value hedge relationships which hedge the changes in fair value of a recognised asset or liability.  Principally, such hedges involve interest rate swaps hedging the interest rate risk in fixed-rate finance leases.  Hedge relationships are formally documented at inception, which includes the identification of the hedged item and hedged instrument, the risk that is being hedged, and the process for monitoring hedge effectiveness.  The gain or loss on the hedging instrument or derivative is recognised in profit or loss.  The gain or loss on the hedged item attributable to the hedged risk is recognised in profit or loss and adjusts the carrying value of the hedged item.  Hedge accounting is discontinued if the hedge no longer meets the criteria for hedge accounting or if the hedge designation is revoked, and any cumulative adjustment is amortised to profit or loss over the remaining life of the hedged item.
 
 
 
 
- 18 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775

NOTES TO THE FINANCIAL STATEMENTS
1.            SIGNIFICANT ACCOUNTING POLICIES – continued
 
 
 
o
AMOUNTS RECEIVABLE UNDER FINANCE LEASES
 
A lease is recognised when there is a contractual right to the asset's cash flows and derecognised when all contractual rights and obligations expire.  Amounts due from lessees under finance leases are recorded as receivables at the amount of the net investment in the leases.  The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income.
 
Progress payments made prior to the commencement of the primary lease are included at cost together with the amount of any interest charged on such payments.
 
p
TRADE AND OTHER RECEIVABLES
 
Trade and other receivables are measured on initial recognition at fair value, and subsequently measured at amortised cost using the effective interest rate method.  Trade and other receivables do not carry any interest and are stated at their nominal value.
 
q
LOANS RECEIVABLE
 
Loans receivable are measured on initial recognition at fair value, and subsequently measured at amortised cost using the effective interest rate method.  Appropriate allowances for estimated irrecoverable amounts are recognised in profit or loss when there is objective evidence that the asset is impaired.  The allowance recognised is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows discounted at the effective interest rate computed at initial recognition.
 
r
CASH AND CASH EQUIVALENTS
 
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.
 
s
BORROWINGS
 
Interest-bearing borrowings are initially recorded at fair value and are subsequently measured at amortised cost using the effective interest rate method.
 
t
TRADE AND OTHER PAYABLES
 
Trade and other payables are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest rate method.  Trade and other payables are not interest bearing and are stated at their nominal value.
 

 
- 19 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
1.            SIGNIFICANT ACCOUNTING POLICIES – continued
 
 
 
u
OBLIGATIONS UNDER FINANCE LEASES
 
Assets held under finance leases are recognised as assets of the Company at their fair value or, if lower, at the present value of the minimum lease payments, each determined at the inception of the lease.  The corresponding liability to the lessor is included in the balance sheet as a finance lease payable obligation.  Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.
 
v
PENSIONS
 
The Company provides post-retirement benefits in the form of pensions.
 
The Company has two pension schemes.  The pension entitlement of certain employees arises under a defined contribution pension scheme and is secured by contributions by the company to a separately administered pension scheme.  Contributions to the defined contribution scheme are recognised in the statement of comprehensive income when payable.
 
For other employees the Company participates in the Lombard Ireland Limited Non Contributory Pension and Death Benefits Plan, which is a funded defined benefit scheme whose assets are independent of the Group's finances.  Scheme valuations were carried out by independent professionally qualified actuaries to determine pension costs, any imbalance between assets and liabilities was adjusted over the average future service life of members of the scheme.
 
The latest full valuation of the Plan was carried out as at 1 April 2010.  This valuation identified scheme liabilities on an ongoing funding basis of €91,925,000 and scheme assets were valued at €78,028,000.  The valuation recommended a contribution rate of 26.1% of Pensionable Salaries together with additional annual lump sum contributions of €2m.  The next valuation is due on 1 April 2013.
 
The pension costs of the Plan are assessed across its membership as a whole, and it is not possible to determine the share of the scheme's assets and liabilities that relates to RBS Aerospace Limited.  Accordingly, the requirements of IAS 19 'Pension Costs' relating to multi-employer schemes apply.  Therefore the scheme is being accounted for as a defined contribution scheme.
 
w
OPERATING PROFIT
 
Operating profit is stated before charging or crediting investment income and finance costs.
 
 
 
- 20 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
 
 
2
FINANCIAL RISK MANAGEMENT
 
a
INTEREST RATE RISK
 
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.  The Company's policy is to minimise cash flow interest rate risk when entering into leasing transactions by the use of appropriate matched funding, including the use of derivative financial instruments.  Accounting volatility arises from fair value through profit or loss movements where these derivatives, entered into as an economic hedge, do not qualify for hedge accounting under IAS 39.
 
b
CURRENCY RISK
 
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.  The Company minimises cash flow currency risk by ensuring its leases and associated financing are in the same currency or, entering into currency swaps or forwards over the life of the lease.  Accounting volatility arises from fair value through profit or loss movements where these derivatives, entered into as an economic hedge, do not qualify for hedge accounting under IAS 39.
 
c
CREDIT RISK
 
Credit risk is the risk arising from the possibility that the Company will incur losses from the failure of counterparties to meet their obligations.  Credit risk is managed through The Royal Bank of Scotland plc Group Credit Risk Management Framework to enable the Group to achieve appropriate risk versus reward performance whilst maintaining credit risk exposure in line with approved risk appetite on a Group basis.  The key principles of credit risk management set out in the Framework include:
 
 
-
Approval of credit exposure must be granted prior to any advance or extension of credit.
 
 
-
An appropriate credit risk assessment of the customer and related credit facilities must be undertaken prior to approval of credit exposure.  This must include an assessment of, amongst others, the purpose of the credit and sources of repayment, compliance with affordability tests, repayment history, capacity to repay, sensitivity to economic and market developments and risk-adjusted return.
 
 
-
Credit risk authority must be specifically granted in writing to all individuals involved in the granting of credit approval, whether this is exercised personally or collectively as part of a credit committee.  These individuals must act independently and with balanced commercial judgement in exercising credit authority.
 
 
-
Where credit authority is exercised personally, the individual must not have any responsibility or accountability for business revenue origination.
 

 
 
- 21 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
2.            FINANCIAL RISK MANAGEMENT – continued
 
 
 
-
All credit exposures, once approved, must be effectively monitored and managed and reviewed periodically against approved limits.  Review occurs at least annually, with lower quality exposures being subject to a greater frequency of analysis and assessment.
 
 
-
Customers with emerging credit problems must be identified early and classified accordingly.  Remedial actions must be implemented promptly to minimise the potential loss to the Company and consideration should be given whether to transfer customers with credit problems to a specialised problem management or recovery unit.
 
 
-
Portfolio analysis and reporting must be used to identify and manage credit risk concentrations and credit risk quality migration.
 
The Company's principal financial assets are finance lease receivables and derivative financial instruments.  Other financial assets are bank deposits, loans receivable, and trade and other receivables.  The amounts presented in the balance sheet are net of allowances for doubtful receivables.  An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows.  The credit risk on liquid funds is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.
 
d
LIQUIDITY RISK
 
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due.
 
Any maturity mis-match within the overall long-term structure of the Company's assets and liabilities is managed to ensure that term asset commitments may be funded on an economic basis over their life.  The short-term maturity structure of the Company's liabilities and assets is managed on a daily basis to ensure that all cash flow obligations can be met as they arise.
 
e
CAPITAL MANAGEMENT
 
The Company is a member of a group with regulatory disciplines over the use of its capital.  Although the Company itself is not regulated it aims to maintain capital resources commensurate with the nature, scale and risk profile of its business.  It regards its capital as the total equity as shown on the balance sheet.
 
 
 
- 22 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
 
 
 
3
REVENUE
 
         
Restated
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Finance leases:
           
Rentals receivable
    47,020       40,493  
Amortisation
    (32,798 )     (21,113 )
      14,222       19,380  
Operating leases:
               
Rentals receivable
    639,283       570,943  
Fee income
    1,319       2,072  
      654,824       592,395  
Included in the above are the following amounts:
               
Contingent rentals
    (75,691 )     (47,081 )
Capital cost of asset additions financed:
               
Finance leases
    2,112       48,402  
Operating leases
    680,098       1,452,031  
      682,210       1,500,433  

4
COST OF SALES
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Depreciation on assets held for hire under operating leases
    200,040       218,522  

5
OTHER OPERATING INCOME
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Profit on disposal of property, plant and equipment
    46,465       3,325  
Other operating income
    7,177       17,104  
      53,642       20,429  
 
 
 
- 23 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
 
 
6
OPERATING PROFIT
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Operating profit has been arrived at after charging:
           
Depreciation on assets held for hire under operating leases
    200,040       218,522  
Depreciation - office equipment and fixtures & fittings
    917       981  
Bad debt charge
    1,423       -  
Fees & commissions
    8,997       3,454  
Management charge
    3,667       3,538  
Purchases
    7,775       7,787  
Rent on property
    1,907       2,106  
Staff costs
    26,864       23,339  
Foreign exchange gain
    (10,039 )     (2,941 )
Auditors' remuneration
    -       -  

Costs incurred in respect of audit services to the Company are borne by the parent company and are not recharged.
 
7
STAFF COSTS
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Directors' salary costs
    1,843       2,451  
Directors' pension costs
    321       508  
Directors' bonus
    3,478       3,990  
Directors' emoluments
    5,642       6,949  
Staff costs (administration)
    15,973       11,191  
Social security costs
    2,316       1,966  
Other pension costs
    2,933       3,233  
      26,864       23,339  

The average number of employees was 58 (2009: 66).
 
 
 
- 24 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
 
 
8
FINANCE COSTS
 
         
Restated
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Interest payable to group undertakings
    220,971       236,901  
Interest payable to unconnected third parties
    2,839       4,501  
Break gains
    (733 )     (9,292 )
Break losses
    45,563       30,548  
Finance lease charges
    -       (84 )
Finance lease costs
    31,254       7,132  
      299,894       269,706  
Gain from movement in financial assets held at fair value through profit and loss
    (37,974 )     (86,112 )
      261,920       183,594  
Included within the above movement in financial assets held at fair value through profit or loss are the following:
               
                 
Loss in movement in fair value hedge
    2,939       -  
Gain in movement in hedged item
    (1,163 )     -  
      1,776       -  

Included in finance lease costs are contingent rents payable based on changes in interest rates of $12,228,000 (2009: $654,000).

9
TAXATION
 
         
Restated
 
   
2010
   
2009
 
   
$'000
   
$'000
 
a      ANALYSIS OF TAX CHARGE FOR THE YEAR
           
Current tax charge/(credit):
           
-Corporation tax - adjustment in respect of prior periods
    18       (1 )
      18       (1 )
Deferred tax - origination and reversal of temporary differences:
               
-Current year
    25,660       21,685  
-Adjustment in respect of prior periods
    228       (324 )
Tax charge
    25,906       21,360  
 
 
 
- 25 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
9.            TAXATION – continued
 
 
b      FACTORS AFFECTING THE TAX CHARGE FOR THE YEAR
           
Profit before tax
    204,335       172,216  
Tax on profit at the rate of 12.5% (2009: 12.5%)
    25,542       21,527  
Permanent difference - assets not qualifying for capital allowances
    39       39  
Permanent difference - foreign exchange loss
    -       57  
Permanent difference - disallowed expenses
    79       62  
Adjustment to tax charge in respect of prior periods
    246       (325 )
Tax charge
    25,906       21,360  

10
PROPERTY, PLANT AND EQUIPMENT
 
   
Assets for hire under operating leases
   
Office equipment and fixtures & fittings
   
Assets for hire under operating leases
 
   
$'000
   
$'000
   
$'000
 
COST OR VALUATION
                 
At 1 January 2008
    4,589,958       8,525       4,598,483  
Additions
    1,484,085       636       1,484,721  
Transfers
    54       -       54  
Reclassified as held for sale
    (39,532 )     -       (39,532 )
Transfers from assets held for sale
    200,964       -       200,964  
Disposals
    (563,322 )     (2 )     (563,324 )
At 1 January 2009
    5,672,207       9,159       5,681,366  
Additions
    1,452,031       296       1,452,327  
Transfers
    39,532       -       39,532  
Disposals
    (287,549 )     (4 )     (287,553 )
At 1 January 2010
    6,876,221       9,451       6,885,672  
Additions
    680,098       2       680,100  
Disposals
    (511,565 )     -       (511,565 )
At 31 December 2010
    7,044,754       9,453       7,054,207  
ACCUMULATED DEPRECIATION AND IMPAIRMENT
                       
At 1 January 2008
    325,929       797       326,726  
Charge for the year
    180,729       1,055       181,784  
Transfers
    54       -       54  
Reclassified as held for sale
    (1,387 )     -       (1,387 )
Transfers from assets held for sale
    18,901       -       18,901  
Disposals
    (35,550 )     -       (35,550 )
At 1 January 2009
    488,676       1,852       490,528  
Charge for the year
    218,522       981       219,503  
Transfers
    1,387       -       1,387  
 
 
 
 
- 26 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
10.          PROPERTY, PLANT AND EQUIPMENT – continued
 
 
                   
Disposals
    (30,212 )     (4 )     (30,216 )
At 1 January 2010
    678,373       2,829       681,202  
Charge for the year
    200,040       917       200,957  
Disposals
    (52,666 )     -       (52,666 )
At 31 December 2010
    825,747       3,746       829,493  
CARRYING AMOUNT
                       
At 31 December 2010
    6,219,007       5,707       6,224,714  
At 31 December 2009
    6,197,848       6,622       6,204,470  
At 31 December 2008
    5,183,531       7,307       5,190,838  

The amount of borrowing costs that were capitalised in the year was $2,631,900 (2009: $5,814,000).  The average effective capitalisation rate is 4.2% (2009: 5.1%).
 
The cost of sales in the statement of comprehensive income is the depreciation charge for assets for hire under operating leases.
 
Within 'assets for hire under operating leases' are assets in the course of construction of $255,555,000 (2009: $183,966,000).
 
The carrying amount of assets included above subject to obligations under finance leases is $923,349,000 (2009: $941,524,000).
 
11
INVESTMENT IN SUBSIDIARIES
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
At cost
    12       12       12  

The principal trading subsidiary undertakings, the capital of which consists of ordinary shares and preference shares, are shown below.  All share capital is wholly owned.
 
Owned by the Company:
Nature of business:
Country of incorporation:
RBS Aerospace Ireland Leasing 1 Limited
Leasing
Ireland
RBS Aerospace Ireland Leasing 2 Limited
Leasing
Ireland
RBS Aerospace Ireland Leasing 3 Limited
Leasing
Ireland
GAL Holdings Limited
Intermediate leasing company
Bermuda
 
 
 
- 27 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
 
 
 
12
FINANCIAL INSTRUMENTS
 
a
CARRYING VALUE AND FAIR VALUE OF FINANCIAL INSTRUMENT BY CATEGORY:
 
Carrying value
 
         
Restated
   
Restated
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Financial assets at fair value through profit and loss
                 
Derivative financial instruments
    59,338       54,961       172,566  
Loans and receivables:
                       
Finance lease receivables
    417,878       434,195       389,688  
Loans receivable
    37,493       -       35,953  
Trade and other receivables
    16,881       48,805       25,602  
Cash and cash equivalents
    33,189       340,586       418,115  
Financial assets
    564,779       878,547       1,041,924  
Financial liabilities at fair value through profit and loss
                       
Derivative financial instruments
    68,298       100,732       308,415  
Financial liabilities measured at amortised cost:
                       
Obligations under finance leases
    614,708       661,947       -  
Trade and other payables
    420,245       394,781       394,538  
Borrowings
    4,914,653       5,358,285       5,172,899  
Financial liabilities
    6,017,904       6,515,745       5,875,852  

Fair value
 
The following table shows the fair value of those financial instruments carried on the balance sheet where its carrying value shown above is different from its fair value.
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Financial liabilities measured at amortised cost:
                 
Obligations under finance leases
    624,915       693,014       -  
Borrowings
    4,886,942       5,477,910       4,961,116  

IFRS 7 requires financial instruments that are recorded at fair value through profit and loss to be classified by a fair value hierarchy that reflects the source of the inputs used in measuring their fair value:
 
Level 1
Unadjusted quoted prices in active markets for identical instruments
Level 2
Market inputs, other than Level 1 inputs, that are observable either directly or indirectly
Level 3
Inputs not based on observable market data
 
 
 
- 28 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
12.          FINANCIAL INSTRUMENTS – continued

 
The financial instruments at fair value through profit and loss, being the derivative assets and liabilities shown above, all fall within level 2.  Fair values are estimated based on a discounted cash flow analysis using observable market inputs.
 
b
FINANCIAL INSTRUMENT - CARRYING AMOUNT BY MARKET RISK EXPOSURE:
 
         
Restated
   
Restated
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Interest rate risk:
                 
Financial assets
                 
- variable rate
    453,767       738,705       748,202  
- fixed rate
    34,793       36,076       95,554  
- non-interest bearing
    76,219       103,766       198,168  
      564,779       878,547       1,041,924  
Financial liabilities
                       
- variable rate
    2,241,397       3,310,401       2,463,068  
- fixed rate
    3,287,964       2,709,831       2,709,831  
- non-interest bearing
    488,543       495,513       702,953  
      6,017,904       6,515,745       5,875,852  

If market interest rates had been 2% (2009: 2%) higher or lower the profit or loss and equity of the Company would not have been materially affected (2009: no material effect).
 
Currency risk:
 
All financial instruments are in US dollars with the exception of certain derivatives denominated in Euros and Australian dollars and obligations under finance leases in Euros as well as certain receivables and payables in Euros and Sterling.  Information on the currency derivatives is provided in note 14.  The carrying amounts of other currency denominated monetary assets and liabilities are as follows:
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Euro (liabilities)/assets
    (116,800 )     (140,140 )     9,940  
Sterling liabilities
    (1,051 )     (5,149 )     -  

If the functional currency had strengthened or weakened by 10% against Euro then post-tax profit for the year would have been $30,432,000 (2009 restated: $39,657,000) higher or lower.  This is mainly attributable to the change in fair value of currency swaps and forward contracts along with exposure on Euro denominated obligations under finance leases both of which act as an economic hedge of future Euro rentals.
 
 
 
- 29 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
NOTES TO THE FINANCIAL STATEMENTS
12.          FINANCIAL INSTRUMENTS – continued

 
If the functional currency had strengthened or weakened by 10% against Sterling then post-tax profit for the year would have been $92,000 (2009: $451,000) higher or lower.
 
If the functional currency had strengthened or weakened by 10% against the Australian dollar then post-tax profit for the year would have been $12,964,000 (2009: $11,259,000) higher or lower arising from the change in fair value of forward contracts.
 
c
FINANCIAL ASSET - CREDIT QUALITY AND CONCENTRATION OF CREDIT RISK:
 
         
Restated
   
Restated
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Amounts neither past due nor impaired :
                 
One lessee - a company providing helicopter services
    417,878       434,195       425,641  
Finance lease receivables and loans receivables
    417,878       434,195       425,641  
Derivative financial instruments
    59,338       54,961       172,566  
Group undertakings
    64,365       335,817       428,055  
Other
    15,876       41,929       9,674  
      557,457       866,902       1,035,936  
Amounts where terms have been renegotiated that otherwise would be past due :
    -       7,385       -  
Amounts past due by :
                       
Less than one month
    6,978       1,811       1,966  
One to two months
    253       83       4,022  
More than two months
    91       2,366       -  
      7,322       4,260       5,988  
Maximum credit exposure
    564,779       878,547       1,041,924  

Based on counterparty payment history the Company considers all the above financial assets to be of good credit quality, except $84,000 (2009: $nil, 2008:$nil) which is in respect of an airline that has filed for bankruptcy and is likely to be impaired.
 
 
 
- 30 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
NOTES TO THE FINANCIAL STATEMENTS
12.          FINANCIAL INSTRUMENTS – continued

 
 
d
LIQUIDITY RISK
 
Contractual cash flows payable to maturity on financial liabilities on an undiscounted basis:
 
   
Less than 1 year
   
In the 2 nd year
   
3 to 5 years
   
Over 5 years
 
   
$'000
   
$'000
   
$'000
   
$'000
 
2010
                       
Trade payables
    210,307       73,603       93,084       43,251  
Derivative financial instruments
    88,607       72,568       137,621       10,185  
Obligations under finance leases
    63,899       68,627       208,552       457,382  
Bank borrowings
    541,175       615,515       2,830,460       1,904,463  
Capital commitments
    407,642       35,081       3,570,492       -  
      1,311,630       865,394       6,840,209       2,415,281  
2009
                               
Trade payables
    178,179       58,919       112,471       45,212  
Derivative financial instruments
    88,355       57,774       130,606       27,819  
Obligations under finance leases
    65,807       69,563       211,066       535,860  
Bank borrowings
    583,900       696,865       2,431,814       3,312,100  
Capital commitments
    600,211       34,434       35,212       3,735,122  
      1,516,452       917,555       2,921,169       7,656,113  
2008
                               
Trade payables
    165,426       84,430       105,572       39,110  
Derivative financial instruments
    81,266       77,763       176,425       60,867  
Bank borrowings
    717,722       570,674       2,662,411       3,855,446  
Capital commitments
    423,807       112,319       1,256,317       3,801,180  
      1,388,221       845,186       4,200,725       7,756,603  

 
 
 
- 31 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
NOTES TO THE FINANCIAL STATEMENTS


 
13
FINANCE LEASE RECEIVABLES
 
   
2010
   
2009
   
2008
 
Amounts receivable under finance leases
 
$'000
   
$'000
   
$'000
 
Gross investment in lease:
                 
Within one year:
    40,847       40,551       39,744  
In the second to fifth years inclusive
    277,028       254,258       293,343  
After five years
    190,969       254,586       251,936  
      508,844       549,395       585,023  
Less: unearned finance income
    (90,966 )     (115,200 )     (195,335 )
Present value of minimum lease payments receivable
    417,878       434,195       389,688  
Present value of minimum lease payments:
                       
Within one year:
    39,851       18,430       38,174  
In the second to fifth years inclusive
    235,819       177,860       212,167  
After five years
    142,208       237,905       139,347  
      417,878       434,195       389,688  
Analysed as:
                       
Non-current finance lease receivables
                       
- (recoverable after 12 months)
    378,027       415,765       351,514  
Current finance lease receivables
                       
- (recoverable within 12 months)
    39,851       18,430       38,174  
      417,878       434,195       389,688  

The Company has entered into finance leasing arrangements for aircraft.  The average term of the finance leases entered into is 8 years.
 
Unguaranteed residual values of assets leased under finance leases at the balance sheet date are estimated at $nil (2009: $nil).
 
The interest rate inherent in the leases is determined at the contract date for all the lease term.  The average effective interest rate contracted approximates 5.5% (2009:  5.5%) p.a.
 
14
DERIVATIVES AT FAIR VALUE
 
All derivatives held at the balance sheet date are with The Royal Bank of Scotland plc, and are in both US Dollars and Euros.  The derivatives held are governed by the International Swap Dealers Association.  All derivatives held are carried at fair value.  The value of derivatives designated as a fair value hedge is $1,163,000 (2009: $nil; 2008: $2,847,000) .  No derivatives are in a cash flow hedge relationship (2009: nil; 2008: nil) .  Interest rate derivatives have an interest rate range from 2.4% to 5.5% (2009: 1.1% to 5.6%; 2008: 1.1% to 5.6%).  The total amount of the change in fair value estimated using a valuation technique recognised in profit or loss during the year was $36,811,000 gain (2009:  $86,112,000 gain) .  The amount of change in the fair value that is not attributable to changes in a benchmark interest rate is nil.
 
 
 
- 32 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
NOTES TO THE FINANCIAL STATEMENTS
14.          DERIVATIVES AT FAIR VALUE – continued

Derivative Assets
 
   
Within one year
   
In the second to fifth years inclusive
   
After five years
   
Total Assets
 
   
$'000
   
$'000
   
$'000
   
$'000
 
2010
                       
Currency swaps
    -       5,690       5,311       11,001  
Forward contracts
    562       34,582       111       35,255  
Interest rate swaps
    2,735       10,347       -       13,082  
      3,297       50,619       5,422       59,338  
2009
                               
Currency swaps
    -       2,397       2,464       4,861  
Forward contracts
    186       21,508       11       21,705  
Interest rate swaps
    1,236       21,177       5,982       28,395  
      1,422       45,082       8,457       54,961  
2008
                               
Currency swaps
    -       45,092       99,518       144,610  
Forward contracts
    -       2,564       -       2,564  
Interest rate swaps
    -       20,020       5,372       25,392  
      -       67,676       104,890       172,566  

Derivative Liabilities
 
   
Within one year
   
In the second to fifth years inclusive
   
After five years
   
Total Liabilities
 
   
$'000
   
$'000
   
$'000
   
$'000
 
2010
                       
Currency swaps
    (553 )     (2,858 )     -       (3,411 )
Forward contracts
    -       -       (48 )     (48 )
Interest rate swaps
    (6,389 )     (28,828 )     (29,622 )     (64,839 )
      (6,942 )     (31,686 )     (29,670 )     (68,298 )
2009
                               
Currency swaps
    -       (1,577 )     (16,222 )     (17,799 )
Forward contracts
    (9 )     (11,797 )     (15 )     (11,821 )
Interest rate swaps
    (4,080 )     (36,460 )     (30,572 )     (71,112 )
      (4,089 )     (49,834 )     (46,809 )     (100,732 )
2008
                               
Currency swaps
    -       (103,005 )     (49,462 )     (152,467 )
Forward contracts
    -       (12,269 )     -       (12,269 )
Interest rate swaps
    (744 )     (1,154 )     (949 )     (2,847 )
Interest rate swaps in fair value hedge
    (9,270 )     (90,529 )     (41,033 )     (140,832 )
      (10,014 )     (206,957 )     (91,444 )     (308,415 )
 
 
 
- 33 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
NOTES TO THE FINANCIAL STATEMENTS


 
Notional Aggregate Principals
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Assets
                 
Currency swaps
    243,770       266,338       321,781  
Forward contracts
    194,111       322,426       199,065  
Interest rate swaps
    460,056       413,785       535,525  
Total aggregate principal
    897,937       1,002,549       1,056,371  
Liabilities
                       
Currency swaps
    (234,874 )     (296,330 )     (326,663 )
Forward contracts
    (139,088 )     (249,312 )     (125,490 )
Interest rate swaps
    (1,236,718 )     (343,606 )     (1,255,029 )
Total aggregate principal
    (1,610,680 )     (889,248 )     (1,707,182 )

The above table shows the total notional aggregate principal of the derivatives at fair value.
 
15
LOANS RECEIVABLE
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Amounts due from group undertakings
    37,493       -       -  
Other loans
    -       -       35,953  
      37,493       -       35,953  

16
TRADE AND OTHER RECEIVABLES
 
         
Restated
   
Restated
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Trade debtors
    7,322       11,645       7,395  
 
 
 
 
- 34 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
NOTES TO THE FINANCIAL STATEMENTS
16.          TRADE AND OTHER RECEIVABLES – continued

 
                   
Amounts due from group undertakings
    173       206       9,940  
Other debtors
    9,386       36,954       8,267  
      16,881       48,805       25,602  

17
CASH AND CASH EQUIVALENTS
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Bank account
    6,490       4,975       -  
Bank account with group undertakings
    11,810       8,657       -  
Short term deposits with group undertakings
    14,889       326,954       418,115  
      33,189       340,586       418,115  

18
ASSETS HELD FOR SALE
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Property, plant and equipment
    -       -       38,145  

19
TRADE AND OTHER PAYABLES
 
         
Restated
   
Restated
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Customer deposits
    229,614       204,721       180,285  
Payments received on account
    5,403       4,926       4,567  
Trade creditors
    11       49       -  
Amounts due to group undertakings
    60,202       24,223       34,075  
Other creditors
    125,015       160,862       175,611  
      420,245       394,781       394,538  
Analysed as:
                       
Non-current trade and other –
                       
payables (payable after 12 months)
    209,938       216,602       229,112  
Current trade and other –
                       
payables (payable within 12 months)
    210,307       178,179       165,426  
      420,245       394,781       394,538  
 
 
 
- 35 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
NOTES TO THE FINANCIAL STATEMENTS


 
20
OBLIGATIONS UNDER FINANCE LEASES
 
   
2010
   
2009
   
2008
 
Amounts payable under finance leases
 
$'000
   
$'000
   
$'000
 
Minimum lease payments:
                 
Within one year
    63,899       65,807       -  
In the second to fifth years inclusive
    277,179       280,629       -  
After five years
    457,382       535,860       -  
      798,460       882,296       -  
Less: future finance charges
    (183,752 )     (220,349 )     -  
Present value of lease obligations
    614,708       661,947       -  
Present value of minimum lease payments:
                       
Within one year
    62,268       45,198       -  
In the second to fifth years inclusive
    239,109       196,317       -  
After five years
    313,331       420,432       -  
      614,708       661,947       -  
Analysed as:
                       
Amounts due within 12 months
    62,268       45,198       -  
Amounts due after 12 months
    552,440       616,749       -  
      614,708       661,947       -  

During the year the company leased a number of its aircraft under finance leases.  The average lease term is 11 years.  The average effective borrowing rate is 5.1% (2009:  5.1%)
 
21
BORROWINGS
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Bank overdraft due to group undertakings
    -       -       6,014  
Loan amount due to third party
    5,813       5,549       5,305  
Loan amount due to group undertakings
    4,908,840       5,352,736       5,161,580  
      4,914,653       5,358,285       5,172,899  
The borrowings are repayable as follows:
                       
On demand or within one year
    435,270       429,402       412,151  
In the second year
    495,967       476,613       403,330  
In the third to fifth year inclusive
    2,486,114       1,931,379       1,883,095  
After five years
    1,497,302       2,520,891       2,474,323  
      4,914,653       5,358,285       5,172,899  
Less: Amounts due for settlement within 12 months
    (435,270 )     (429,402 )     (412,151 )
Amounts due for settlement after 12 months
    4,479,383       4,928,883       4,760,748  
 
 
 
 
- 36 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775

 
NOTES TO THE FINANCIAL STATEMENTS
21.          BORROWINGS – continued

 
A right of set-off exists over the Company's bank account with The Royal Bank of Scotland plc against advances made to the Company's immediate holding company and its subsidiaries.
 
The effective interest rate on the loan is 4.2% (2009: 3.1%) p.a.
 
22
DEFERRED TAX
 
   
Deferred taxation
 
   
$'000
 
Movements during the year:
     
At 1 January 2009 - restated
    99,588  
Charge to statement of comprehensive income
    21,361  
At 1 January 2010 - restated
    120,949  
Charge to statement of comprehensive income
    25,888  
At 31 December 2010
    146,837  

Full provision has been made for the potential amount of deferred taxation shown below:
 
   
2010
   
Restated 2009
   
Restated 2008
 
   
$'000
   
$'000
   
$'000
 
Accelerated capital allowances on assets financed less carried forward tax losses
    149,407       114,010       96,036  
Other temporary differences
    (2,570 )     6,939       3,552  
      146,837       120,949       99,588  

23
SHARE CAPITAL
 
   
2010
   
2009
   
2008
 
    $       $       $    
Ordinary shares of $1
                       
Authorised:
    10,000,000       10,000,000       10,000,000  
Issued, called up and fully paid:
    500,002       500,002       500,002  

   
2010
   
2009
   
2008
 
Number of shares
                 
Authorised:
    10,000,000       10,000,000       10,000,000  
Issued, called up and fully paid:
    500,002       500,002       500,002  
 
 
 
- 37 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
 
NOTES TO THE FINANCIAL STATEMENTS
23.          SHARE CAPITAL – continued


 
The Company has one class of ordinary voting shares which carry no right to fixed income.
 
24
OTHER RESERVES
 
   
2010
   
2009
   
2008
 
    $       $       $    
Capital contribution
    65,000       65,000       65,000  

In 2002 the Company's immediate parent company International Aviation Management (CI) Limited made a non-repayable capital contribution of $65,000,000 to the Company.  The contribution was made absolutely and International Aviation Management (CI) Limited retain no rights, titles or interest whatsoever in the contribution other than the rights it holds as the sole shareholder.
 
25
OPERATING LEASE ARRANGEMENTS
 
The future minimum lease payments receivable under non-cancellable operating leases are as follows:
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Within one year
    586,961       635,347  
In the second to fifth years inclusive
    1,867,783       2,021,715  
After five years
    419,774       711,320  
      2,874,518       3,368,382  

26
RELATED PARTIES
 
The Company's immediate parent company is International Aviation Management (CI) Limited, a company registered in the Cayman Islands.
 
The Company's ultimate holding company is The Royal Bank of Scotland Group plc, a company incorporated in Great Britain and registered in Scotland.
 
On 1 December 2008, the UK Government through HM Treasury became the ultimate controlling party of The Royal Bank of Scotland Group plc.  The UK Government's shareholding is managed by UK Financial Investments Limited, a company wholly owned by the UK Government.
 
As at 31 December 2010, The Royal Bank of Scotland Group plc heads the largest group in which the Company is consolidated and The Royal Bank of Scotland plc heads the smallest group in which the Company is consolidated.  Copies of the consolidated accounts of both companies may be obtained from The Secretary, The Royal Bank of Scotland Group plc, Gogarburn, PO Box 1000, Edinburgh EH12.
 

 
- 38 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS
26.          RELATED PARTIES – continued
 

RELATED PARTY TRANSACTIONS
 
   
2010
   
2009
 
   
$'000
   
$'000
 
The Royal Bank of Scotland plc
           
Transactions during the period:
           
Fees payable to related party
    8,882       2,852  
Management charge payable to related party
    3,667       3,538  
Interest on loan payable to related party
    220,971       236,901  
Additional borrowing from related party
    -       (191,400 )
Loan repaid to related party
    443,631       -  
Balances at year end:
               
Bank account
    11,810       8,657  
Outstanding balance owed to related party
    (4,953,980 )     (5,049,793 )
RBS Aerospace Ireland Leasing 2 Limited
               
Transactions during the period:
               
Interest on loan paid by related party
    35       -  
Purchase of aircraft from related party
    37,639       -  
Balances at year end
               
Loan amount owing by related party
    37,493       -  
Outstanding balance owed to related party
    (37,793 )     -  
Lombard Ireland Limited
               
Transactions during the period:
               
Group relief received
    -       9,831  

The amounts outstanding are unsecured and will be settled in cash.  No guarantees have been given or received.  No provisions have been made for doubtful debts in respect of the amounts owed by related parties.
 
RBS Aerospace Ireland Leasing 2 Limited is a subsidiary of the Company.  The Royal Bank of Scotland plc and Lombard Ireland Limited are fellow subsidiaries of the ultimate holding company The Royal Bank of Scotland Group plc.
 
In addition to the UK Government's shareholding in the Group, the UK Government and UK Government controlled bodies may hold debt securities, subordinated liabilities and other liabilities or shares issued by the Group in the normal course of business.  It is not practicable to ascertain and disclose these amounts.  Certain of the liability balances are secured.  No impairment losses were recognised by the Company in the year in respect of balances with UK Government and affiliated bodies.
 
Key management personnel of the Company comprise the directors of the Company and details of their remuneration are set out in note 7.
 
 
 
- 39 -

 
 
RBS AEROSPACE LIMITED
Registration number: 0270775
 
NOTES TO THE FINANCIAL STATEMENTS

 
27
CAPITAL COMMITMENTS
 
At 31 December 2010 the company was authorised and committed to pay $4,013 million (2009: $4,405 million) for aircraft.
 
28
POST BALANCE SHEET EVENT
 
On 10 March 2011 finance lease receivables with a book value of $375 million were transferred to another Group company for a consideration of $375 million.
 

 
 
- 40 -

 
 
 
 
 
Company Registered No:  04985584
 
 
 
 
 
 
RBS AEROSPACE (UK) LIMITED
 
 
 
DIRECTORS' REPORT AND FINANCIAL STATEMENTS
 
For the year ended 31 December 2010
 
 
 

 
 
 
 
Group Secretariat
The Royal Bank of Scotland Group plc
PO Box 1000
Gogarburn
Edinburgh
EH12 1HQ
 
 
 
 

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
 
DIRECTORS' REPORT AND FINANCIAL STATEMENTS 2010
 
CONTENTS
Page
   
Officers and professional advisers
2
   
Directors' report
3
   
Independent auditor's report
7
   
Statement of comprehensive income
9
   
Balance sheet
10
   
Statement of changes in equity
12
   
Cash flow statement
13
   
Notes to the financial statements
14
 
 
 
1

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
OFFICERS AND PROFESSIONAL ADVISERS
 
DIRECTORS:
P Barrett
 
S J Caterer
 
D A Duke (Alternate)
 
J E Oliver (Alternate)
 
G C Petken
   
SECRETARY:
C J Whittaker
   
REGISTERED OFFICE:
The Quadrangle
 
The Promenade
 
Cheltenham, Gloucestershire
 
GL50 1PX
   
AUDITOR:
Deloitte LLP
 
3 Rivergate
 
Temple Quay
 
Bristol
 
BS1 6GD

Registered in England and Wales
 
 
 
2

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
DIRECTORS' REPORT
 
The directors present their report and the audited financial statements for the year ended 31 December 2010.
 
ACTIVITIES AND BUSINESS REVIEW
 
Activity
 
The principal activity of the company continues to be the provision of fixed asset finance usually involving individually structured facilities.
 
The Company's activities are undertaken predominantly in US Dollars and this is the functional currency.  The financial statements are therefore presented in US Dollars.
 
The company is a subsidiary of The Royal Bank of Scotland Group plc which provides the company with direction and access to all central resources it needs and determines policies in all key areas such as finance, risk, human resources or environment.  For this reason, the directors believe that performance indicators specific to the company are not necessary or appropriate for an understanding of the development, performance or position of the business.  The annual reports of The Royal Bank of Scotland Group plc review these matters on a group basis.  Copies can be obtained from Group Secretariat, RBS Gogarburn, Edinburgh, EH12 1HQ, the Registrar of Companies or through the group's website at rbs.com.
 
Review of the year
 
Business review
 
The directors are satisfied with the company's performance in the year.  The company will be guided by its shareholders in seeking further opportunities for growth.  Post balance sheet events are described in note 26 to the financial statements.
 
During the year, the company terminated a finance lease (note 11).  The company also changed the way it accounts for depreciation and maintenance.  The purpose of the change is to:
 
·
more accurately reflect the economic outcomes of operating leases through the statement of comprehensive income
 
·
more closely align accounting treatment with industry practices
 
·
enhance the comparability of its financial statements to other lessors
 
The overall effects of the new accounting treatments are to increase retained profit by $5,968,000 in 2010 (2009:  $135,000 and 2008:  $2,000).  More information is shown in note 1.
 
 
 
3

 
RBS AEROSPACE (UK) LIMITED
04985584
 
DIRECTORS' REPORT (continued)
 
 
Financial performance
 
The company's financial performance is presented in the statement of comprehensive income.
 
Income fell by $2,134,000 (2009:  grew by $9,900,000) and the profit for the year was $13,848,000 (2009:  $4,575,000), an increase of 203% over 2009.  No dividend in respect of 2010 is proposed (2009:  $nil).
 
At the end of the year, the balance sheet showed total assets of $463,521,000 (2009:  $477,783,000), including income-generating assets comprising finance lease receivables of $nil (2009:  $17,521,000) and property, plant and equipment with net book value of $416,780,000 compared with $424,382,000 at the end of 2009.  Together, this represents a decrease of 6%.  Total equity was $22,447,000 (2009:  $8,599,000).
 
Principal risks and uncertainties
 
The company is funded by facilities from The Royal Bank of Scotland plc.
 
The company's financial risk management objectives and policies regarding the use of financial instruments are set out in note 22 to these financial statements.
 
The company seeks to minimise its exposure to external financial risks other than equity and credit risk, further information on financial risk management policies and exposures is disclosed in notes 2 and 22.  It also has exposure to asset risk on the residual value of property, plant and equipment.  For more details see note 1(h).
 
The airline industry is cyclical and highly competitive.  Most of the Company's aircraft are under operating leases where the cost of the aircraft is not fully recovered over the term of the lease.  The oversupply of a specific type of aircraft in the market could depress aircraft lease rates and values, which would affect re-lease rates.  The supply and demand of aircraft is affected by various cyclical factors including:
 
·
Passenger air travel and air cargo demand
 
·
Fuel prices
 
·
Maintenance costs
 
·
Technological innovation and the introduction of new generation aircraft types
 
·
Government and environmental regulations
 
Going concern
 
The directors, having a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, have prepared the financial statements on a going concern basis.
 
 
 
4

 
RBS AEROSPACE (UK) LIMITED
04985584
 
DIRECTORS' REPORT (continued)
 
 
DIRECTORS AND SECRETARY
 
The present directors and secretary, who have served throughout the year except where noted below, are listed on page 2.
 
From 1 January 2010 to date the following changes have taken place:
 
 
Appointed
Resigned
Directors
   
DA Duke
16 November 2010
 
I M Merriman
 
16 November 2010
J E Blakemore
 
23 March 2011
G C Petken
23 March 2011
 
J E Oliver
7 April 2011
 

DIRECTORS' RESPONSIBILITIES STATEMENT
 
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare a directors' report and financial statements for each financial year and the directors have elected to prepare them in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union.  Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs at the end of the year and the profit or loss for the financial year of the company.  In preparing these financial statements, under International Accounting Standard 1, the directors are required to:
 
·
select suitable accounting policies and then apply them consistently;
 
·
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
 
·
provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand the impact of particular transactions, other events and conditions of the entity's financial position and performance; and
 
·
make an assessment of the company's ability to continue as a going concern.
 
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the directors' report and financial statements comply with the requirements of the Companies Act 2006.  They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
 
 
 
5

 
RBS AEROSPACE (UK) LIMITED
04985584
 
DIRECTORS' REPORT (continued)
 
 
DISCLOSURE OF INFORMATION TO AUDITOR
 
Each of the directors at the date of approval of this report confirms that:
 
·
so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and
 
·
the director has taken all the steps that they ought to have taken to make themselves aware of any relevant audit information, and to establish that the company's auditor is aware of that information.
 
This confirmation is given and shall be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
 
AUDITOR
 
Deloitte LLP have expressed their willingness to continue in office as auditor.
 
Approved by the Board of Directors and signed on behalf of the Board
 

 
______________________________________
G C Petken
Director
Date:  08 July 2011
 

 
 
6

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RBS AEROSPACE (UK) LIMITED
 
We have audited the financial statements of RBS Aerospace (UK) Limited ("the company") for the year ended 31 December 2010 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity, the cash flow statement and the related notes 1 to 26.  The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
 
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.  Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose.  To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
 
Respective responsibilities of directors and auditor
 
As explained more fully in the Directors' Responsibilities Statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.  Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland).  Those standards require us to comply with the Auditing Practices Board's (APB's) Ethical Standards for Auditors.
 
Scope of the audit of the financial statements
 
An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.  This includes an assessment of:  whether the accounting policies are appropriate to the company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the directors; and the overall presentation of the financial statements.  In addition, we read all of the financial and non-financial information in the annual report to identify material inconsistencies with the audited financial statements.  If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
 
Opinion on financial statements
 
In our opinion the financial statements:
 
·
give a true and fair view of the state of the company's affairs as at 31 December 2010 and of its profit for the year then ended;
 
·
have been properly prepared in accordance with IFRSs as adopted by the European Union; and
 
·
have been prepared in accordance with the requirements of the Companies Act 2006.
 
 
 
7

 
RBS AEROSPACE (UK) LIMITED
04985584
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF RBS AEROSPACE (UK) LIMITED (continued)
 
 
Opinion on other matter prescribed by the Companies Act 2006
 
In our opinion the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.
 
Matters on which we are required to report by exception
 
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
 
·
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
 
·
the financial statements are not in agreement with the accounting records and returns; or
 
·
certain disclosures of directors' remuneration specified by law are not made; or
 
·
we have not received all the information and explanations we require for our audit.
 

 
Simon Cleveland (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor,
Bristol, United Kingdom
Date:
 
 
 
8

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2010
 
Continuing operations
 
Notes
   
2010
   
(restated) (note 1) 2009
 
         
$'000
   
$'000
 
Revenue
    3       37,636       39,770  
Cost of sales
            (7,689 )     (16,087 )
Operating income
    4       4       6  
Operating expenses
    5       (543 )     (2,268 )
Operating profit
            29,408       21,421  
Finance costs
    6       (12,285 )     (15,066 )
Profit before tax
    7       17,123       6,355  
Tax charge
    8       (3,275 )     (1,780 )
Profit and total comprehensive income for the year
            13,848       4,575  

The accompanying notes form an integral part of these financial statements.
 
 
 
9

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
BALANCE SHEET
as at 31 December 2010
 
   
Notes
   
2010
   
(restated) (note 1) 2009
   
(restated) (note 1) 2008
 
         
$'000
   
$'000
   
$'000
 
Assets
                       
Non-current assets
                       
Property, plant and equipment
    9       416,780       424,382       325,763  
Investments in subsidiaries
    10       -       -       -  
Finance lease receivables
    11       -       15,828       15,835  
              416,780       440,210       341,598  
Current assets
                               
Finance lease receivables
    11       -       1,693       1,277  
Loans and receivables
    13       45,660       30,700       21,000  
Trade and other receivables
    14       167       4       26  
Prepayments, accrued income and other assets
    15       914       3,940       753  
Cash
    16       -       1,236       6,207  
Total assets
            463,521       477,783       370,861  
Liabilities
                               
Current liabilities
                               
Borrowings from group undertakings
    17       16,376       8,980       9,501  
Trade and other payables
    18       3,086       2,991       2,903  
Obligations under finance leases
    19       4,464       4,247       -  
Accruals, deferred income and other liabilities
    20       870       424       1,058  
              24,796       16,642       13,462  
Non-current liabilities
                               
Borrowings from group undertakings
    17       318,126       360,672       323,293  
Trade and other payables
    18       3,924       1,883       7,495  
Obligations under finance leases
    19       53,235       57,406       -  
Deferred tax liability
    21       40,993       32,581       22,587  
Total liabilities
            441,074       469,184       366,837  
Equity
                               
Share capital
    23       -       -       -  
Retained earnings
            22,447       8,599       4,024  
Total equity
            22,447       8,599       4,024  
Total liabilities and equity
            463,521       477,783       370,861  

The accompanying notes form an integral part of these financial statements.
 

 
10

 
RBS AEROSPACE (UK) LIMITED
04985584
 
BALANCE SHEET - continued
as at 31 December 2010
 
 
 
The financial statements of were approved by the Board of directors on 08 July 2011 and signed on its behalf by:
 
 

________________________________
G C Petken
Director
 

 
 
11

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
 
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2010
 
   
Share capital
   
Retained earnings
   
Total
 
   
$'000
   
$'000
   
$'000
 
Balance at 31 December 2008 as previously reported
    -       4,022       4,022  
Change in accounting policy for maintenance contributions
    -       2       2  
At 31 December 2008 as restated
    -       4,024       4,024  
Profit for the year
    -       4,575       4,575  
At 31 December 2009 as restated
    -       8,599       8,599  
Profit for the year
    -       13,848       13,848  
At 31 December 2010
    -       22,447       22,447  

Total comprehensive income for the year of $13,848,000 (2009:  $4,575,000) was wholly attributable to the owners of the company.
 
The accompanying notes form an integral part of these financial statements.
 
 
 
12

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
CASH FLOW STATEMENT
for the year ended 31 December 2010
 
 
Notes
 
2010
   
2009
 
     
$'000
   
$'000
 
Operating activities
             
Profit for the year before tax
      17,123       6,355  
Adjustments for:
                 
Depreciation
      7,689       16,087  
Finance costs
      12,285       15,066  
Operating cash flows before movements in working capital
      37,097       37,508  
Decrease/(increase) in finance lease receivables
      17,521       (409 )
Increase in trade and other receivables
      (162 )     (4 )
Decrease/(increase) in prepayments, accrued income and other assets
      53       (321 )
Increase/(decrease) in trade and other payables
      2,136       (5,522 )
Net cash from operating activities before tax
      56,645       31,252  
Tax received from group undertaking – fellow subsidiary company
      8,110       5,373  
Net cash flows from operating activities
      64,755       36,625  
Cash flows from investing activities
                 
Proceeds from disposal of property, plant and equipment
      -       79,172  
Purchases of property, plant and equipment
      (87 )     (193,878 )
Net cash flows used by investing activities
      (87 )     (114,706 )
Cash flows from financing activities
                 
Proceeds from new borrowings from group undertaking – immediate parent company
      -       36,858  
Repayment of borrowings to group undertaking – immediate parent company
      (35,216 )     -  
(Repayment of)/proceeds from finance lease funding
      (3,954 )     61,653  
Interest paid to group undertaking – immediate parent company
      (11,840 )     (15,701 )
Net cash flows (used by)/from financing activities
      (51,010 )     82,810  
Net increase in cash and cash equivalents
      13,658       4,729  
Cash and cash equivalents at beginning of year
      31,936       27,207  
Cash and cash equivalents at end of year
16
    45,594       31,936  

The accompanying notes form an integral part of these financial statements.
 
 
 
13

 
RBS AEROSPACE (UK) LIMITED
04985584
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
 
1.
Accounting policies
 
a)
Presentation of accounts
 
The accounts are prepared on a going concern basis and in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (IASB) and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB as adopted by the European Union (EU) (together IFRS).
 
The company is incorporated in the UK and registered in England and Wales.
 
The accounts are prepared on the historical cost.
 
The company's accounts are presented in accordance with the Companies Act 2006.
 
Adoption of new and revised standards
 
There are a number of changes to IFRS that were effective from 1 January 2010.  They have had no material effect on the company's financial statements for the year ended 31 December 2010.
 
b)
Change in accounting policy
 
In conjunction with a re-assessment of useful economic lives of aircraft under operating lease (as set out below), the company has changed its accounting policy with respect to the treatment of maintenance contributions received from lessees.  The company previously deferred such contributions in the balance sheet until the earlier of utilisation for maintenance events or disposal of the aircraft.  The new policy includes an assessment of whether the company takes any risk in respect of the maintenance of each leased asset.  For those "on-risk" assets, maintenance payments received are recorded in income and the major maintenance components of each aircraft are identified separately within property, plant and equipment.
 
The directors believe that the revised policy provides more relevant information as it better reflects the company's economic position with regards to these amounts.
 
The effect of the new policy is to increase revenue by $175,000 in 2010 (2009:  $188,000 and 2008:  $3,000) and increase tax by $49,000 (2009:  $53,000 and 2008:  $1,000).  The overall effect of the new policy is to increase retained profit by $126,000 in 2010 (2009:  $135,000 and 2008:  $2,000).  Balance sheet amounts and opening reserves have been revised accordingly.
 
c)
Change in accounting estimate
 
On 1 January 2010, the company has changed its accounting estimate with respect to the treatment of depreciation on property, plant and equipment.  The company has reviewed the estimate used to calculate the useful economic life of the assets held for operating lease to better reflect the expected use of the assets.  Useful economic lives
 
 
 
14

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
c)
Change in accounting estimate - continued
 
of the operating lease assets are now shorter and as such the residual values have also been reassessed.
 
Changes in 2010 estimates of residual values and useful economic lives are accounted for prospectively under IAS 16.  The effect of these changes in estimate for the year ending 2010 is to decrease cost of sales by $8,003,000 and increase the tax charge by $2,161,000, increasing profit by $5,842,000 from what it would have been using the old estimates.
 
d)
Consolidated financial statements
 
The financial statements contain information about RBS Aerospace (UK) Limited as an individual company and do not contain consolidated financial information as the parent of a group.  The company is exempt under IAS 27 Consolidated and Separate Financial Statements and section 400 of the Companies Act 2006 from the requirement to prepare consolidated financial statements as the company and its subsidiaries are included by full consolidation in the IFRS consolidated financial statements of its parent, The Royal Bank of Scotland Group plc, a public company registered in Scotland.
 
e)
Foreign currencies
 
The company's financial statements are presented in US dollars which is the functional currency of the company.
 
f)
Revenue recognition
 
Revenue from finance leases, operating leases and loans and receivables is recognised in accordance with the company's policies on leases and loans and receivables (see below).  Revenue arises in the United Kingdom from continuing activities.
 
Finance lease income is allocated to accounting periods so as to give a constant periodic rate of return before tax on the net investment.  Unguaranteed residual values are subject to regular review to identify potential impairment.  If there has been a reduction in the estimated unguaranteed residual value, the income allocation is revised and any reduction in respect of amounts accrued is recognised immediately.
 
Rental income from operating leases is credited to the income statement on a receivable basis over the term of the lease.
 
The terms of aircraft operating leases are assessed at the outset of each lease to determine whether the Company has the majority of the risk in connection with the maintenance of the asset ("on-risk"), or whether the economic risk is passed to the Lessee ("off-risk").  Any maintenance payments which are received from Lessees through the life of the lease are recorded immediately as income for "on-risk" leases.  For "off-risk" leases, such payments are deferred on the balance sheet until they utilised to cover maintenance spending and the Company recognises as revenue all maintenance receipts not expected to be repaid to the Lessee.
 
 
 
15

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
f)
Revenue recognition - continued
 
 
Fee income and interest on hire purchase agreements are credited to profit or loss in proportion to the balances outstanding.
 
Interest income on financial assets that are classified as loans and receivables is determined using the effective interest method.  The effective interest method is a method of calculating the amortised cost of a financial asset or financial liability (or group of financial assets or liabilities) and of allocating the interest income or interest expense over the expected life of the asset or liability.
 
g)
Taxation
 
Provision is made for taxation at current enacted rates on taxable profits, arising in income or in equity, taking into account relief for overseas taxation where appropriate.  Deferred taxation is accounted for in full for all temporary differences between the carrying amount of an asset or liability for accounting purposes and its carrying amount for tax purposes, except in relation to overseas earnings where remittance is controlled by the company.
 
Deferred tax assets are only recognised to the extent that it is probable that they will be recovered.
 
h)
Property, plant and equipment
 
Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.  Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted for separately.
 
Depreciation is charged to profit or loss on a straight-line basis so as to write-off the depreciable amount of property, plant and equipment (including assets owned and let on operating leases) over their estimated useful lives.
 
The depreciable amount is the cost of an asset less its residual value.  Estimated useful lives are as follows:
 
Aircraft for hire under operating lease
– 5 to 15 years from date of manufacture
Office equipment and fixture & fittings
– 3 to 10 years from date when brought into use

Aircraft held for hire under operating leases are assessed to determine whether they are "on-risk" or "off-risk" for maintenance, as set out in the policy for lease income.  For those leases which are "off-risk", the aircraft is recorded as one asset and depreciated to its residual value as set out below.  The cost of assets owned for operating leases where the company is "on-risk" for maintenance are separated into components representing the prepaid maintenance of the engines, airframe overhaul and underlying airframe.  Maintenance components are amortised over the period from purchase to the next expected maintenance event for that component.
 
 
 
16

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
h)
Property, plant and equipment - continued
 
 
Subsequent expenditure on maintenance is capitalised and depreciated over the period to the next maintenance or the end of the useful economic life.
 
Estimated residual values are reviewed annually at each period end, with reference to current market conditions and the expected maintenance condition of the asset at the end of the useful economic life.  Where estimated residual values are found to have changed significantly, this is recorded prospectively as a change in estimate and depreciation charges over the remaining useful life are adjusted to take account of the revised estimate.
 
i)
Impairment of property, plant and equipment
 
At each reporting date, the company assesses whether there is any indication that its property, plant and equipment are impaired.  If any such indication exists, the company estimates the recoverable amount of the asset and the impairment loss if any.
 
j)
Shares in group undertakings
 
Investments in group undertakings are stated at cost less any impairment.
 
k)
Leases
 
Contracts to lease assets are classified as finance leases if they transfer substantially all the risks and rewards of ownership of the asset to the customer.  Other contracts to lease assets are classified as operating leases.
 
Finance lease receivables are stated in the balance sheet at the amount of the net investment in the lease being the minimum lease payments and any unguaranteed residual value discounted at the interest rate implicit in the lease.
 
Operating lease assets are included within Property, plant and equipment and depreciated over their useful lives (see note 9).
 
l)
Financial assets
 
On initial recognition, financial assets are classified into held-to-maturity investments; loans and receivables; held-for-trading; designated as at fair value through profit or loss; or available-for-sale financial assets.
 
Loans and receivables
 
Non-derivative financial assets with fixed or determinable repayments that are not quoted in an active market are classified as loans and receivables, except those that are classified as available-for-sale or as held-for-trading, or designated as at fair value through profit or loss.  Loans and receivables are initially recognised at fair value plus directly related transaction costs.  They are subsequently measured at amortised cost using the effective interest method less any impairment losses.
 
 
 
17

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
 
 
 
m)
Financial liabilities
 
On initial recognition financial liabilities are classified into held-for-trading; designated as at fair value through profit or loss; or amortised cost.
 
Amortised cost
 
Other than derivatives, which are recognised and measured at fair value, all other financial liabilities are measured at amortised cost using the effective interest method.
 
n)
Obligations under finance leases
 
Assets held under finance leases are recognised as assets at the present value of the minimum lease payments determined at the inception of the lease.  The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.  Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.  Finance charges are charged directly to profit or loss.
 
o)
Cash and cash equivalents
 
Cash and cash equivalents comprises cash and demand deposits with banks together with short-term highly liquid investments that are readily convertible to known amounts of cash and subject to insignificant risk of change in value.
 
p)
Accounting developments
 
The International Accounting Standards Board (IASB) issued ' Improvements to IFRS' in May 2010 implementing minor changes to IFRS, making non-urgent but necessary amendments to standards, primarily to remove inconsistency and to clarify wording.  The revisions are effective for annual periods beginning on or after 1 July 2010 and are not expected to have a material effect on the company.
 
The IASB issued IFRS 9 'Financial Instruments' in October 2010 simplifying the classification and measurement requirements in IAS 39 'Financial Instruments:  Recognition and Measurement' in respect of financial assets and liabilities.  The standard reduces the measurement categories for financial assets to two:  fair value and amortised cost while keeping categories for liabilities broadly the same.  Only financial assets with contractual terms that give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and which are held within a business model whose objective is to hold assets in order to collect contractual cash flows are classified as amortised cost.  All other financial assets are measured at fair value with changes in value generally taken to profit or loss.  The IASB will add impairment and hedging requirements to the standard before it becomes effective for annual periods beginning on or after 1 January 2013; early application is permitted.
 

 
18

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
p)
Accounting developments - continued
 
 
This standard makes major changes to the framework for the classification and measurement of financial assets and will have a significant effect on the company's Financial Statements.  The company is assessing the effect which also depends on the outcome of the other phases of IASB's IAS 39 replacement project.
 
The IASB issued 'Disclosures – Transfers of Financial Assets' (Amendments to IFRS 7) in October 2010 to extend the standard's disclosure requirements about derecognition to align with US GAAP.  The revisions are effective for annual periods beginning on or after 1 July 2011 and will not affect the financial position or reported performance of the company.
 
The International Financial Reporting Interpretations Committee issued interpretation IFRIC 19 'Extinguishing Financial Liabilities with Equity Instruments' in December 2009.  The interpretation clarifies that the profit or loss on extinguishing liabilities by issuing equity instruments should be measured by reference to fair value, preferably of the equity instruments.  The interpretation, effective for the company for annual periods beginning on or after 1 January 2011, is not expected to have a material effect on the company.
 
The IASB issued IFRS 10 'Consolidated Financial Statements' in May 2011, it establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities.  IFRS 10 will supersede the current IAS 27 'Consolidated and Separate Financial Statements' and SIC 12 'Consolidation – Special Purpose Entities'.  A new IAS 27 'Separate Financial Statements' has been published.  The new IAS 27 now only contains the accounting and disclosure requirements for investments in subsidiaries, joint ventures and associates in the parent company's separate financial statements.
 
The IASB issued IFRS 11 'Joint Arrangements' in May 2011, it establishes the distinction between joint operations and joint ventures and the principles for financial reporting of them.  IFRS 11 supersedes IAS 31 'Interests in Joint Ventures'.  There are some consequential changes to IAS 28 'Investments in Associates', which is renamed IAS 28 Investments in Associates and Joint Ventures'.
 
The IASB issued IFRS 12 'Disclosure of Interests in Other Entities' in May 2011.  IFRS 12 brings the disclosure requirements in consolidated financial statements for interests in subsidiaries, joint arrangements, associates and unconsolidated structures under one standard.  Disclosures required in separate financial statements are dealt with in IAS 27 Separate Financial Statements.
 
IFRS 10, IFRS 11, & IFRS 12 as well revised IAS 27 and IAS 28 are effective for annual periods beginning on or after 1 January 2013.  Earlier application is permitted.  If adopted early all standards must be adopted together (IFRS 12 may be adopted early without having to adopt the other standards).
 
The IASB issued IFRS 13 'Fair Value Measurement' in May 2011, setting out a single IFRS framework for defining and measuring fair value and requiring disclosures
 
 
 
19

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
p)
Accounting developments - continued
 
 
about fair value measurements.  IFRS 13 is effective for annual periods beginning on or after 1 January 2013.  Earlier application is permitted.
 
2.
Critical accounting policies and key sources of estimation uncertainty
 
The reported results of the company are sensitive to the accounting policies, assumptions and estimates that underlie the preparation of its financial statements.  UK company law and IFRS require the directors, in preparing the company's financial statements, to select suitable accounting policies, apply them consistently and make judgements and estimates that are reasonable and prudent.  In the absence of an applicable standard or interpretation, IAS 8 'Accounting Policies, Changes in Accounting Estimates and Errors', requires management to develop and apply an accounting policy that results in relevant and reliable information in the light of the requirements and guidance in IFRS dealing with similar and related issues and the lASB's Framework for the Preparation and Presentation of Financial Statements.  The judgements and assumptions involved in the company's accounting policies that are considered by the directors to be the most important to the portrayal of its financial condition are discussed below.  The use of estimates, assumptions or models that differ from those adopted by the company would affect its reported results.
 
Leased assets
 
The judgements and assumptions involved in the Company's accounting policies which have the most significant effect on the amounts recognised in the financial statements are those that relate to the criteria for assessing whether substantially all the significant risks and rewards of ownership of leased assets are transferred to other entities, the setting of residual values and useful economic lives for aircraft assets and assessing the stage of completion of the service provided in recognising fee income.
 
3.
Revenue
 
   
2010
   
(restated) (note 1) 2009
 
   
$'000
   
$'000
 
Finance lease income:
           
Rents receivable
    537       1,730  
Amortisation
    (432 )     (1,373 )
      105       357  
Other operating lease income
    44,043       45,073  
Operating lease contingent rental income
    (6,512 )     (5,660 )
      37,636       39,770  
Capital costs of asset additions financed:
               
Finance leases and hire purchase contracts
    -       1,500  
 
 
 
20

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
3.
Revenue - continued
 
 
             
Operating leases
    87       193,878  
      87       195,378  

4.
Operating income
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Fee income
    4       6  

5.
Operating expenses
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Fees and commissions
    342       2,264  
Exchange losses
    84       -  
Management fees paid to group undertaking – immediate parent company
    113       -  
Other charges
    4       4  
      543       2,268  

Staff costs, number of employees and directors' emoluments
 
All staff and directors were employed by RBS, the accounts for which contain full disclosure of employee benefit expenses incurred in the period including share based payments and pensions.  The company has no employees and pays a management charge for services provided by other group companies.  The directors of the company do not receive remuneration for specific services provided to the company.
 
Management recharge
 
Management charges relate to the company's share of group resources such as the use of IT platforms, staff and a share of central resources.  These are re-charged on an annual basis by Royal Bank Leasing Limited.
 
 
 
21

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
 
 
6.
Finance costs
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Interest on loans from group undertakings – immediate parent company
    8,945       11,590  
Finance charges in respect of finance leases payable
    3,340       956  
Other
    -       2,520  
      12,285       15,066  

7.
Operating profit before tax
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Auditor's remuneration – audit services included in the management fee in note 5
    3       3  

8.
Tax
 
   
2010
   
(restated) (note 1) 2009
 
   
$'000
   
$'000
 
Current taxation:
           
UK corporation tax credit for the year
    (5,130 )     (8,214 )
Over provision in respect of prior periods
    (7 )     -  
      (5,137 )     (8,214 )
Deferred taxation:
               
Charge for the year
    9,568       9,994  
Under provision in respect of prior periods
    6       -  
Impact of rate change from 28% to 27%
    (1,162 )     -  
      8,412       9,994  
Tax charge for the year
    3,275       1,780  

The actual tax charge differs from the expected tax charge computed by applying the standard rate of UK corporation tax of 28% (2009:  standard tax rate 28%) as follows:
 
 
 
22

 
RBS AEROSPACE (UK) LIMITED
04985584

NOTES TO THE FINANCIAL STATEMENTS (continued)
8.
Tax - continued
 
 
 
   
2010
   
(restated) (note 1) 2009
 
   
$'000
   
$'000
 
Expected tax charge
    4,795       1,780  
Reduction in deferred tax following change in rate of UK corporation tax
    (1,519 )     -  
Adjustments in respect of prior periods
    (1 )     -  
Actual tax charge for the year
    3,275       1,780  

In the Budget on 22 June 2010, the UK Government proposed, amongst other things, to reduce Corporation Tax rates in four annual decrements of 1% with effect from 1 April 2011.  The first decrement was enacted in the Finance (No 2) Act 2010 on 27 July 2010.  In conjunction, reductions to the rate of capital allowances have also been proposed, to take effect from 1 April 2012.  Together as a result of these changes, existing temporary differences may unwind in periods subject to the reduced tax rate giving rise to a reduction of the deferred tax liability.  Accordingly, the closing deferred tax liability has been calculated at the rate of 27%.  An additional 1% decrement, also effective from 1 April 2011, was announced by the UK Government in the Budget on 23 March 2011.  The impact of this further change is estimated as giving rise to a tax credit of £1,518,000, which will be recognised in the accounts for 2011.
 
9.
Property, plant and equipment
 
   
Assets held for use in operating leases
 
   
$'000
 
Cost
     
1 January 2010
    459,691  
Additions
    87  
31 December 2010
    459,778  
Accumulated depreciation and impairment
       
1 January 2010
    35,309  
Depreciation charge for the year
    7,689  
31 December 2010
    42,998  
Cost
       
1 January 2009
    346,172  
Additions
    193,878  
Disposals
    (80,359 )
31 December 2009
    459,691  
 
 
 
23

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
9.
Property, plant and equipment - continued
 
 
 
Accumulated depreciation and impairment
     
1 January 2009
    20,409  
Depreciation charge for the year
    16,087  
Disposals
    (1,187 )
31 December 2009
    35,309  
Cost
       
1 January 2008
    268,041  
Additions
    78,131  
31 December 2008
    346,172  
Accumulated depreciation and impairment
       
1 January 2009
    9,145  
Depreciation charge for the year
    11,264  
31 December 2008
    20,409  
Net book value
       
31 December 2010
    416,780  
31 December 2009
    424,382  
31 December 2008
    325,763  

Leased plant and machinery
 
At 31 December 2010 the net carrying amount of plant and machinery leased from third parties was $72,456,000 (2009:  $75,047,000 and 2008:  $nil).  The leased equipment secures lease obligations (see note 19).
 
10.
Investments in subsidiaries
 
Investments in group undertakings are carried at cost less impairment.  Movements during the year were as follows:
 
   
2010
   
2009
   
2008
 
      $       $       $  
                         
At 1 January
    100       -       -  
Additions
    -       100       -  
At 31 December
    100       100       -  
 
 
 
24

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
10.
Investments in subsidiaries - continued
 
 

The subsidiary undertakings of the company are shown below.
 
Name of subsidiary
Country of incorporation
 
Proportion of ownership interest
%
   
Proportion of voting power held %
 
Principal activity
RBS Labuan
Leasing 1 Limited
Malaysia
    100       100  
Intermediate party of the holding company in the lease of an aircraft

11.
Finance lease receivables
 
   
Within 1
year
   
Between
1 and 5 years
   
Total
 
   
$'000
   
$'000
   
$'000
 
2010
                 
Future minimum lease payments
    -       -       -  
Unearned finance income
    -       -       -  
Carrying value
    -       -       -  
                         
2009
                       
Future minimum lease payments
    1,726       18,056       19,782  
Unearned finance income
    (33 )     (2,228 )     (2,261 )
Carrying value
    1,693       15,828       17,521  
                         
2008
                       
Future minimum lease payments
    1,321       19,782       21,103  
Unearned finance income
    (44 )     (3,947 )     (3,991 )
Carrying value
    1,277       15,835       17,112  

   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Current
    -       1,693       1,277  
Non-current
    -       15,828       15,835  
      -       17,521       17,112  

The Company had acquired 2 aircraft under finance leases.  The average term of the finance leases entered into was 5 years.
 
Unguaranteed residual values of assets leased under finance leases at the balance sheet date are estimated at nil (2009:  $nil and 2008:  $nil).
 
The average effective interest rate in relation to finance lease agreements approximates nil (2009:  3.8% and 2008:  3.8%).
 
 
 
25

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
11.
Finance lease receivables - continued
 
 
 
During the year, a lease was sold to a third party resulting in no profit or loss on disposal.
 
12.
Operating lease arrangements
 
At the balance sheet date, the company had contracted with customers for the following future minimum lease rentals receivable under non-cancellable operating leases:
 
   
Within 1 year
   
Between 1 and 5 years
   
After 5 years
   
Total
 
   
$'000
   
$'000
   
$'000
   
$'000
 
2010
    43,773       125,926       80,420       250,119  
2009
    43,777       143,981       106,086       293,844  
2008
    33,488       117,325       87,402       238,215  
 

Nature of operating lease assets in the balance sheet:
 
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
                   
Aviation
    250,119       293,844       238,215  

13.
Loans and receivables
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Current
                 
Amounts owed by group undertakings – immediate parent company
    45,660       30,700       21,000  

The average effective interest rate over amounts owed by group undertakings approximates 0.3% (2009:  0.3%, 2008:  2.0%)
 
The fair value of loans and receivables is considered not to be materially different to the carrying amounts in the balance sheet.
 
 
 
26

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
 
 
 
14.
Trade and other receivables
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
                   
Trade receivables
    167       3       -  
Other receivables
    -       1       26  
      167       4       26  

15.
Prepayments, accrued income and other assets
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
                   
Prepayments
    685       738       384  
Group relief receivable from group undertaking – immediate parent company
    229       3,202       369  
      914       3,940       753  

16.
Cash
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
                   
Cash held with group undertaking – ultimate parent company
    -       1,236       6,207  
Deposits with group banks place at within 3 months original maturity – immediate parent company
    45,660       30,700       21,000  
Overdrafts:
                       
Amounts owed to group banks – ultimate parent company
    (66 )     -       -  
Cash and cash equivalents per cash flow statement
    45,594       31,936       27,207  

17.
Borrowings
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
                   
Overdrafts from group banks – ultimate parent company
    66       -       -  
Loans from group banks – immediate parent company
    334,436       369,652       332,794  
      334,502       369,652       332,794  
Current
    16,376       8,980       9,501  
 
 
 
27

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
17.
Borrowings - continued
 
 
 
Non-current
    318,126       360,672       323,293  
      334,502       369,652       332,794  

18.
Trade and other payables
 
   
2010
   
(restated) (note 1) 2009
   
(restated) (note 1) 2008
 
   
$'000
   
$'000
   
$'000
 
Trade creditors
    6,823       4,874       10,398  
Other payables
    187       -       -  
      7,010       4,874       10,398  
Current
    3,086       2,991       2,903  
Non-current
    3,924       1,883       7,495  
      7,010       4,874       10,398  

Included in other payables is $20,000 (2009 and 2008 $nil) due to group undertakings – immediate parent company
 
19.
Obligations under finance leases
 
   
Year in which payment is expected
 
   
Within 1 year
   
Between 1 and 5 years
   
After 5 years
   
Total
 
   
$'000
   
$'000
   
$'000
   
$'000
 
2010
                       
Future minimum lease payments
    6,900       28,976       37,923       73,799  
Unrecognised finance cost
    (2,436 )     (8,717 )     (4,947 )     (16,100 )
Net carrying value
    4,464       20,259       32,976       57,699  
                                 
2009
                               
Future minimum lease payments
    6,872       28,904       44,900       80,676  
Unrecognised finance cost
    (2,625 )     (9,634 )     (6,764 )     (19,023 )
Net carrying value
    4,247       19,270       38,136       61,653  
                                 
2008
                               
Future minimum lease payments
    -       -       -       -  
 
 
 
 
28

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
19.
Obligations under finance leases - continued
 
 
 
                         
Unrecognised finance cost
    -       -       -       -  
Net carrying value
    -       -       -       -  

   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
                   
Current
    4,464       4,247       -  
Non-current
    53,235       57,406       -  
      57,699       61,653       -  

The Company has acquired 2 aircraft under finance lease.  The average term of the finance lease is 20 years (2009:  20 years).
 
The interest rate inherent in the leases is determined at the contract date for all the lease term.  The average effective interest rate contracted approximates 4.7% p.a. (2009:  4.7%).  The interest rate on the finance lease is fixed at the contract date and no arrangements have been entered into for contingent rental payments.
 
20.
Accruals, deferred income and other liabilities
 
   
2010
   
2009
   
2008
 
   
$'000
   
$'000
   
$'000
 
Accruals
    870       424       1,058  

21.
Deferred tax
 
The following are the major tax assets recognised by the company, and the movements thereon.
 
Restated – note 1
 
Capital allowances
 
   
$'000
 
       
At 31 December 2008
    22,586  
Restatement
    1  
At 31 December 2008 as restated
    22,587  
Charge to income
    9,994  
At 31 December 2009 as restated
    32,581  
Charge to income
    8,412  
At 31 December 2010
    40,993  

The Finance Act 2010 has reduced the corporation tax rate from 28% to 27% with effect from 1 April 2011.  As a consequence the closing deferred tax liabilities have been recognised at an effective rate of 27.0%.
 
 
 
29

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
 
 
 
22.
Financial instruments and risk management
 
(i)
Categories of Financial instruments
 
The following table shows the carrying value and the fair value of financial instruments carried on the balance sheet where financial instruments are not carried at fair value on the balance sheet.  Where the financial instruments are of short maturity, the carrying value is equal to the fair value.
 
The fair value of loans and receivables and amortised cost liabilities are estimated by discounting expected future cash flows using current interest rates and making adjustments for credit.  As such, all measurements qualify as level 2 fair value measurements, derived from inputs that are observable for the asset or liability.
 
All financial assets are classed as loans and receivables.  All financial liabilities are classed as amortised cost.
 
   
2010
Carrying value
   
2010
Fair value
   
2009
Carrying value
   
2009
Fair value
   
2008
Carrying value
   
2008
Fair value
 
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
 
Financial liabilities
                                   
Borrowings
    334,502       341,384       369,652       378,187       332,794       344,237  
Obligations under finance lease
    57,699       73,798       61,653       66,917       -       -  

(ii)
Financial risk management
 
The principal risks associated with the company's businesses are as follows:
 
Interest rate risk
 
Structural interest rate risk arises where assets and liabilities have different re-pricing maturities.
 
The company manages interest rate risk by monitoring the consistency in the interest rate profile of its assets and liabilities, and limiting any re-pricing mismatches.
 
The following tables indicate financial assets and liabilities that are exposed to interest rate risk together with the corresponding range of applicable interest rates:
 
Finance lease receivables may be based on fixed and/or floating rates.  These are funded primarily through balances owed to group undertakings which are due primarily on demand and a variable rate basis.  The repricing maturity profile of the financial assets of the company may be different to that of the associated borrowings and hence give potential exposure to interest rate risk.
 
 
 
30

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
22.
Financial instruments and risk management - continued
 
 
 
The interest profile of the company's assets and liabilities is as follows:
 
2010
 
Fixed rate
   
Variable rate
   
Non-interest earning
   
Total
 
   
$'000
   
$'000
   
$'000
   
$'000
 
Financial assets
                       
Loans and receivables
    -       45,660       -       45,660  
Trade and other receivables
    -       -       167       167  
      -       45,660       167       45,827  
Financial liabilities
                               
Borrowings
    188,572       145,930       -       334,502  
Trade and other payables
    -       -       7,010       7,010  
Obligations under finance lease
    57,699       -       -       57,699  
      246,271       145,930       7,010       399,211  
Net financial liabilities
    (246,271 )     (100,270 )     (6,843 )     (353,384 )

2009
 
Fixed rate
   
Variable rate
   
Non-interest earning
   
Total
 
   
$'000
   
$'000
   
$'000
   
$'000
 
Financial assets
                       
Finance lease receivables
    -       17,521       -       17,521  
Loans and receivables
    -       30,700       -       30,700  
Trade and other receivables
    -       -       4       4  
Cash
    -       1,236       -       1,236  
      -       49,457       4       49,461  
Financial liabilities
                               
Borrowings
    193,051       176,601       -       369,652  
Trade and other payables
    -       -       4,874       4,874  
Obligations under finance lease
    61,653       -       -       61,653  
      254,704       176,601       4,874       436,179  
Net financial liabilities
    (254,704 )     (127,144 )     (4,870 )     (386,718 )

2008
 
Fixed rate
   
Variable rate
   
Non-interest earning
   
Total
 
   
$'000
   
$'000
   
$'000
   
$'000
 
Financial assets
                       
Finance lease receivables
    -       17,112       -       17,112  
Loans and receivables
    -       21,000       -       21,000  
Trade and other receivables
    -       -       26       26  
Cash
    -       6,207       -       6,207  
      -       44,319       26       44,345  
Financial liabilities
                               
Borrowings
    147,915       184,879       -       332,794  
 
 
 
 
31

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
22.
Financial instruments and risk management - continued
 
 

2008
 
Fixed rate
   
Variable rate
   
Non-interest earning
   
Total
 
   
$'000
   
$'000
   
$'000
   
$'000
 
Trade and other payables
    -       -       10,398       10,398  
      147,915       184,879       10,398       343,192  
Net financial liabilities
    (147,915 )     (140,560 )     (10,372 )     (298,847 )
 
The sensitivity analysis below has been determined based on the exposure to interest rates at the balance sheet date.  The analysis is prepared on the assumption that the balances receivable and/or payable at the balance sheet date were receivable and/or payable for the whole year.
 
If interest rates had been 0.5% higher and all other variables were held constant, the company's profit before tax for the year would have increased by $130,000 (2009:  profit after tax for the year would have decreased by $446,000 and 2008:  profit after tax for the year would have decreased by $369,000).  This is mainly due to the company's exposure to interest rates on its variable rate borrowings and variable rate customer balances.  There would be no other material impact on equity.
 
Currency risk
 
The company does not maintain material non-trading open currency positions.
 
The company undertakes certain transactions denominated in foreign currencies, hence exchange rate fluctuations arise.  The company's policy is normally to match foreign currency receivables with borrowings in the same currency.
 
The company is mainly exposed to US dollar currencies.
 
Credit risk
 
The objective of credit risk management is to enable the company to achieve appropriate risk versus reward performance whilst maintaining credit risk exposure in line with approved appetite for the risk that customers will be unable to meet their obligations to the company.
 
The key principles of the group's Credit Risk Management Framework are set out below:
 
 
·
Approval of all credit exposure is granted prior to any advance or extension of credit.
 
 
·
An appropriate credit risk assessment of the customer and credit facilities is undertaken prior to approval of credit exposure.  This includes a review of, amongst other things, the purpose of credit and sources of repayment, compliance with affordability tests, repayment history, capacity to repay, sensitivity to economic and market developments and risk-adjusted return.
 
 
 
32

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
22.
Financial instruments and risk management - continued
 
 
 
 
·
Credit risk authority is dictated by the Board and specifically granted in writing to all individuals involved in the granting of credit approval.  In exercising credit authority, the individuals act independently of any related business revenue origination.
 
 
·
All credit exposures, once approved, are effectively monitored and managed and reviewed periodically against approved limits.  Lower quality exposures are subject to a greater frequency of analysis and assessment.
 
Maximum credit exposure and neither past due nor impaired:
 
Sector
 
No. of counterparties
   
2010 $'000
   
2009 $'000
   
2008 $'000
 
                         
Aviation
    1       -       17,521       17,112  
                                 
Finance lease receivables
            -       17,521       17,112  
Group undertakings
            45,660       31,936       27,207  
Trade and other receivables
            167       4       26  
Maximum credit exposure
            45,827       49,461       44,345  

Based on counterparty payment history the company considers all the above financial assets to be of good credit quality.
 
Liquidity risk
 
Liquidity risk arises where assets and liabilities have different contractual maturities.
 
Management focuses on both overall balance sheet structure and the control, within prudent limits, of risk arising from the mismatch of maturities across the balance sheet and from undrawn commitments and other contingent obligations.  It is undertaken within limits and other policy parameters set by Group Asset and Liability Management Committee (GALCO).
 
Financial Liabilities
 
The following table shows by contractual maturity the undiscounted cash flows payable from the balance sheet date including future interest payments
 
2010
 
0 – 3 months
   
4 – 12 months
   
1 3 years
   
4 – 5 years
   
6 – 10 years
   
11 20 years
 
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
 
Borrowings
    7,153       17,123       94,144       109,717       134,925       -  
Obligations under finance lease
    -       6,900       14,452       14,524       37,923       -  
Accruals, deferred income and other liabilities
    870       -       -       -       -       -  
Trade and other payables
    3,086       -       -       1,346       2,578       -  
      11,109       24,023       108,596       125,587       175,426       -  
 
 
 
33

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
22.
Financial instruments and risk management - continued
 
 
 

2009
 
0 – 3 months
   
4 – 12 months
   
1 3 years
   
4 – 5 years
   
6 – 10 years
   
11 20 years
 
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
 
Borrowings
    5,021       12,320       105,031       110,706       181,292       48,716  
Obligations under finance lease
    -       6,872       14,413       14,491       36,546       8,354  
Accruals, deferred income and other liabilities
    424       -       -       -       -       -  
Trade and other payables
    2,991       -       -       739       1,144       -  
      8,436       19,192       119,444       125,936       218,982       57,070  

2008
 
0 – 3 months
   
4 – 12 months
   
1 3 years
   
4 – 5 years
   
6 – 10 years
   
11 20 years
 
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
   
$'000
 
Borrowings
    3,465       14,947       39,121       110,400       213,217       -  
Accruals, deferred income and other liabilities
    1,058       -       -       -       -       -  
Trade and other payables
    2,903       -       -       739       6,756       -  
      7,426       14,947       39,121       111,139       219,973       -  

Operational risk
 
Operational risk is the risk of unexpected losses attributable to human error, systems failures, fraud or inadequate internal financial controls and procedures.  The Company manages this risk, in line with the RBS group framework, through systems and procedures to monitor transactions and positions, the documentation of transactions and periodic review by internal audit.  The Company also maintains contingency facilities to support operations in the event of disasters.
 
23.
Share capital
 
 
2010
 
2009
 
2008
 
$
 
$
 
$
Authorised:
         
100
Deferred shares of £1 each
    193
 
    193
 
    193
1,000
Ordinary shares of $1 each
1,000
 
1,000
 
1,000
   
1,193
 
1,193
 
1,193
Allotted, called up and fully paid:
         
           
Equity shares
         
 
 
 
 
34

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
23.
Share capital - continued
 
 
 
2
shares of £1
    4
 
    4
 
    4
100
Ordinary shares of $1
100
 
100
 
100
   
104
 
104
 
104

The deferred shares carry no dividend or voting rights and have no preferential rights to return of capital on winding up.  The Company may repurchase the shares at any time for an aggregate consideration of $1.  The value attributed to sterling share capital is based on the exchange rate prevailing at the date of issue.
 
24.
Capital resources
 
The company's capital consists of equity comprising issued share capital, retained earnings, loans from group undertakings and subordinated loans.  The company is a member of The Royal Bank of Scotland group of companies which has regulatory disciplines over the use of capital.  In the management of capital resources, the company is governed by the group's policy which is to maintain a strong capital base:  it is not separately regulated.  The group has complied with the FSA's capital requirements throughout the year.
 
25.
Related parties
 
On 1 December 2008, the UK Government through HM Treasury became the ultimate controlling party of The Royal Bank of Scotland Group plc.  The UK Government's shareholding is managed by UK Financial investments Limited, a company wholly-owned by the UK Government.  As a result, the UK Government and UK Government controlled bodies became related parties of the company.
 
The company's ultimate holding company is The Royal Bank of Scotland Group plc, and its immediate parent company is Royal Bank Leasing Limited.  Both companies are incorporated in Great Britain and registered in Scotland.
 
As at 31 December 2010, The Royal Bank of Scotland Group plc heads the largest group in which the company is consolidated and The Royal Bank of Scotland plc heads the smallest group in which the company is consolidated.  Copies of the consolidated accounts of both companies may be obtained from The Secretary, The Royal Bank of Scotland Group plc, Gogarburn, Edinburgh, EH12 1HQ.
 
Amounts due to or from related parties are unsecured and will be settled in cash.  No guarantees have been given or received.  No provisions have been made for doubtful debts in respect of amounts owed by related parties.
 
 
 
35

 
RBS AEROSPACE (UK) LIMITED
04985584
 
NOTES TO THE FINANCIAL STATEMENTS (continued)
 
 
 
26.
Post balance sheet event
 
On 29 June 2011, the company, together with other members of the RBSG group, became party to a capital support deed (CSD).  Under the terms of the CSD, the company may be required, if compatible with its legal obligations, to make distributions on, or repurchase or redeem, its ordinary shares.  The amount of this obligation is limited to the company's immediately accessible funds or assets, rights, facilities or other resources that, using best efforts, are reasonably capable of being converted to cleared, immediately available funds (the company's available resources).  The CSD also provides that, in certain circumstances, funding received by the company from other parties to the CSD becomes immediately repayable, such repayment being limited to the company's available resources.
 
 
 
 
36

 

 
   
   
   
 
RBS AUSTRALIA LEASING PTY LIMITED
ACN 116 456 065
 
 
FOR THE FINANCIAL YEAR ENDED
31 DECEMBER 2010
 
 
ANNUAL FINANCIAL REPORT
 
 
 
     

 
 
 
 

 
 
 
 
 
 
RBS AUSTRALIA LEASING PTY LIMITED
 
CONTENTS
 
 
   
 
Page
   
Directors' Report
1
   
Independence Declaration
3
   
Independent Auditor's Report
4
   
Directors' Declaration
6
   
Statement of Comprehensive Income
7
   
Statement of Financial Position
8
   
Statement of Changes in Equity
9
   
Statement of Cash Flows
10
   
Notes to the Financial Statements
11
 
 
 
 
 

 
 
RBS AUSTRALIA LEASING PTY LIMITED
 
 
DIRECTORS' REPORT
 
The Directors of RBS Australia Leasing Pty Limited submit herewith the annual financial report of the company for the financial year to 31 December 2010.  In order to comply with the provisions of the Corporations Act 2001, the directors report as follows:
 
The names of the directors of the company during or since the end of the financial year are:
 
Director
Appointed
  Resigned
 
Simon James Hanson
29 September 2005
28 April 2010
 
John Higgins
29 September 2005
14 January 2010
 
Stephen Conrad Mark Williams
29 September 2005
   
Gordon David Jagger
29 September 2005
   
Barry James Flannery
5 May 2010
   
Peter John Barrett
5 May 2010
   

At the date of this Report, none of the Directors had any beneficial interest in any of the shares of the company.
 
Principal Activities
 
The company is a wholly owned subsidiary of The Royal Bank of Scotland plc, its principal activity is the provision of fixed asset finance involving individually structured facilities.
 
Review of Operations
 
The operating profit after tax of the company for the period ended 31 December 2010 was $12,013,000 (2009 profit:  $24,582,000).
 
Total revenue for the financial period ended 31 December 2010 was $36,043,000 (2009:  $35,449,000).
 
Future Developments
 
The directors do not anticipate any material change in either the type or level of activities of the company.
 
Changes in the State of Affairs
 
During the financial period there was no significant change in the state of affairs of the company other than that referred to in the financial statements or notes thereto.
 
Subsequent Events
 
There has not been any matter or circumstance that has arisen since the end of the year that has significantly affected, or may significantly affect, the operations of the company, the results of those operations, or the state of affairs of the company in future financial years.
 
 
 
- 1 -

 
 
RBS AUSTRALIA LEASING PTY LIMITED
DIRECTORS' REPORT - continued
 
 
Going Concern
 
The directors, having a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future, have prepared the financial statements on a going concern basis.
 
Proceedings on Behalf of the Company
 
The directors are not aware of any persons applying to bring proceedings on behalf of the company.
 
Indemnification of Officers and Auditors
 
During or since the financial period the company has not indemnified or made a relevant agreement to indemnify an officer or auditor of the company or of any related body corporate against a liability incurred by such an officer or auditor.  In addition, the company has not paid, or agreed to pay, a premium in respect of a contract insuring against a liability incurred by an officer or auditor.
 
Auditor's Independence Declaration
 
The auditor's independence declaration is included on page 3 of the financial report.
 
Dividends
 
No dividends have been paid or declared since the start of the financial period (2009:  nil).  The Directors have not declared the payment of a dividend in respect of the financial period (2009:  nil).
 
This Report has been signed in accordance with a resolution of Directors made pursuant to S298(2) of the Corporations Act 2001.
 
On behalf of the Directors,

 
 
_________________________________
Gordon Jagger
Director
 
Sydney
30 June, 2011
 
 
 
- 2 -

 
 
 
 
 
 
   
 
Deloitte Touche Tohmatsu
A.B.N. 74 490 121 060
 
Grosvenor Place
225 George Street
Sydney NSW 2000
PO Box N250 Grosvenor Place
Sydney NSW 1220 Australia
 
DX 10307SSE
Tel:  +61 (0) 2 9322 7000
Fax:  +61 (0) 2 9322 7001
www.deloitte.com.au
 
The Board of Directors
RBS Australia Leasing Pty Limited
88 Phillip St
SYDNEY NSW 2000
 
 
30 June 2011
 
Dear Board Members
 
RBS Australia Leasing Pty Limited
 
In accordance with section 307C of the Corporations Act 2001, I am pleased to provide the following declaration of independence to the directors of RBS Australia Leasing Pty Limited.
 
As lead audit partner for the audit of the financial statements of RBS Australia Leasing Pty Limited for the financial year ended 31 December 2010, I declare that to the best of my knowledge and belief, there have been no contraventions of:
 
 
(i)
the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and
 
 
(ii)
any applicable code of professional conduct in relation to the audit.
 
Yours sincerely
 
DELOITTE TOUCHE TOHMATSU
 
Philip Hardy
Partner
Chartered Accountants
 
 
UK-3017914-v2
- 3 -
70-40501123
Liability limited by a scheme approved under Professional Standards Legislation
 Member of Deloitte Touche Tohmatsu Limited
 
 

 
 
 
 
   
 
Deloitte Touche Tohmatsu
ABN 74 490 121 060
 
Grosvenor Place
225 George Street
Sydney NSW 2000
PO Box N250 Grosvenor Place
Sydney NSW 1220 Australia
 
DX 10307SSE
Tel:  +61 (0) 2 9322 7000
Fax:  +61 (0) 2 9322 7001
www.deloitte.com.au
 
Independent Auditor's Report
to the Members of RBS Australia Leasing Pty Limited
 
We have audited the accompanying financial report of RBS Australia Leasing Pty Limited, which comprises the statement of financial position as at 31 December 2010, the statement of comprehensive income, the statement of cash flows and the statement of changes in equity for the year ended on that date, notes comprising a summary of significant accounting policies and other explanatory information, and the directors' declaration as set out on pages 6 to 34.
 
Directors' Responsibility for the Financial Report
 
The directors of the company are responsible for the preparation of the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the financial report that is free from material misstatement, whether due to fraud or error.  In Note 1, the directors also state, in accordance with Accounting Standard AASB 101 Presentation of Financial Statements , that the financial statements comply with International Financial Reporting Standards.
 
Auditor's Responsibility
 
Our responsibility is to express an opinion on the financial report based on our audit.  We conducted our audit in accordance with Australian Auditing Standards.  Those standards require that we comply with relevant ethical requirements relating to audit engagements and plan and perform the audit to obtain reasonable assurance whether the financial report is free from material misstatement.
 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial report.  The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial report, whether due to fraud or error.  In making those risk assessments, the auditor considers internal control, relevant to the entity's preparation of the financial report that gives a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control.  An audit also includes evaluating the appropriateness of accounting policies used
 
 
 
UK-3017914-v2
- 4 -
70-40501123
Liability limited by a scheme approved under Professional Standards Legislation
 Member of Deloitte Touche Tohmatsu Limited
 
 

 
 
 
 
 
and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial report.
 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
 
Auditor's Independence Declaration
 
In conducting our audit, we have complied with the independence requirements of the Corporations Act 2001 .  We confirm that the independence declaration required by the Corporations Act 2001 , which has been given to the directors of RBS Australia Leasing Pty Limited, would be in the same terms if given to the directors as at the time of this auditor's report.
 
Opinion
 
In our opinion:
 
(a)
the financial report of RBS Australia Leasing Pty Limited is in accordance with the Corporations Act 2001 , including:
 
 
(i)
giving a true and fair view of the Company's financial position as at 31 December 2010 and of its performance for the year ended on that date; and
 
 
(ii)
complying with Australian Accounting Standards and the Corporations Regulations 2001 ; and
 
(b)
the financial statements also comply with International Financial Reporting Standards as disclosed in Note 1.
 

 
DELOITTE TOUCHE TOHMATSU
 

 
Philip Hardy
Partner
Chartered Accountants
Sydney, 30 June 2011
 
 
UK-3017914-v2
- 5 -
70-40501123
Liability limited by a scheme approved under Professional Standards Legislation
 Member of Deloitte Touche Tohmatsu Limited
 
 

 
RBS AUSTRALIA LEASING PTY LIMITED
 
 
DIRECTORS' DECLARATION
 
The directors declare that:
 
(a)
in the directors' opinion, there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable;
 
(b)
in the directors' opinion, the attached financial statements and notes thereto are in accordance with the Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the financial position and performance of the company and the consolidated entity;
 
(c)
in the directors' opinion, the financial statements and notes thereto are in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board; and
 
(d)
the directors have been given the declarations required by s.295A of the Corporations Act 2001
 
Dated at Sydney this 30th day of June 2011.
 
Signed in accordance with a resolution of the directors made pursuant to s.295(5) of the Corporations Act 2001.
 
 

______________________________
Gordon Jagger
Director
 
Sydney
30 June, 2011
 
 
 
- 6 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010
 
CONTINUING OPERATIONS
 
Note
   
2010
   
2009
 
         
$'000
   
$'000
 
Revenue
    3       36,043       35,449  
Operating Expenses
    3       (15,728 )     (15,534 )
OPERATING PROFIT
            20,315       19,915  
Interest income
            2,201       1,135  
Finance costs
            (14,375 )     (13,424 )
Gain from movement in fair value of derivatives
            9,149       27,634  
Other expenses
    3       (128 )     (142 )
PROFIT BEFORE TAX
            17,162       35,118  
Income tax expense
    5       (5,149 )     (10,536 )
PROFIT FOR THE FINANCIAL YEAR
            12,013       24,582  
Other comprehensive income after tax
            -       -  
TOTAL COMPREHENSIVE INCOME FOR THE YEAR
            12,013       24,582  

Notes to the financial statements are included on pages 11 to 34.
 
 
 
- 7 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
 
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2010
 
   
Note
   
2010
   
2009
 
         
$'000
   
$'000
 
Current assets
                 
Cash and cash equivalents
    19       53,140       42,550  
Trade and other receivables
    7       529       304  
Total current assets
            53,669       42,854  
Non-current assets
                       
Derivatives at fair value
    10       5,749       -  
Property, plant & equipment
    11       260,892       270,944  
Total non-current assets
            266,641       270,944  
Total assets
            320,310       313,798  
Current liabilities
                       
Trade and other payables
    12       (8,187 )     (6,258 )
Deferred income
    13       (4,773 )     (4,453 )
Borrowings
    14       (5,187 )     (2,869 )
Total current liabilities
            (18,147 )     (13,580 )
Non-current liabilities
                       
Deferred income
    13       (9,606 )     (14,379 )
Derivatives at fair value
    10       (2,824 )     (6,222 )
Borrowings
    14       (243,739 )     (250,785 )
Deferred tax liabilities
    15       (13,799 )     (8,650 )
Total non-current liabilities
            (269,968 )     (280,036 )
Total liabilities
            (288,115 )     (293,616 )
Net assets
            32,195       20,182  
Equity
                       
Issued capital
    16       -       -  
Retained earnings
            32,195       20,182  
Total Equity
            32,195       20,182  

Notes to the financial statements are included on pages 11 to 34.
 
 
 
- 8 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
 
STATEMENT OF CHANGES IN EQUITY
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010
 
   
Fully Paid Ordinary Shares
   
Retained Earnings/ (Accumulated Losses)
 
      $    
$'000's
 
Balance as at 1 January 2009
    2       (4,400 )
Profit for the year
    -       24,582  
Balance as at 31 December 2009
    2       20,182  
Profit for the year
    -       12,013  
Balance as at 31 December 2010
    2       32,195  

Notes to the financial statements are included on pages 11 to 34.
 
 
 
 
- 9 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
 
 
STATEMENT OF CASH FLOWS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2010
 
   
Note
   
2010
   
2009
 
         
$'000
   
$'000
 
Cash flow from operating activities
    19(b)       15,318       15,014  
Cash flows from financing activities
                       
Repayment of borrowings
            (4,728 )     (6,507 )
Net cash used by financing activities
            (4,728 )     (6,507 )
Net increase in cash and cash equivalents
            10,590       8,507  
Cash and cash equivalents at the beginning of the financial period
            42,550       34,043  
Cash and cash equivalents at the end of the financial period
    19(a)       53,140       42,550  

Notes to the financial statements are included on pages 11 to 34.
 

 
- 10 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1
Summary of Accounting Policies
 
General Information
 
The company is registered and domiciled in Australia.  The company's registered office is Level 22, 88 Phillip Street, Sydney, NSW 2000.
 
Statement of Compliance
 
The financial report is a general-purpose financial report, which has been prepared in accordance with the Corporations Act 2001, applicable Accounting Standards and interpretations, and complies with other requirements of the law.  Accounting Standards include Australian equivalents to International Financial Reporting Standards ('A-IFRS').  Compliance with the A-IFRS ensures that the company financial statements and notes of the company comply with International Financial Reporting Standards ('IFRS').
 
The financial statements were authorised for issue by the directors on 30 June, 2011.
 
Basis of preparation
 
The financial report has been prepared on the basis of historical cost except for the revaluation of certain non-current assets and financial instruments.  Cost is based on the fair values of the consideration given in exchange for assets.  All amounts are presented in Australian dollars, unless otherwise noted.
 
The accounts are prepared in accordance with A-IFRS.
 
In the application of A-IFRS management is required to make judgements, estimates and assumptions about the carrying value of assets and liabilities that are not readily apparent from other sources.  The estimates and associated assumptions are based on historical experience and various factors that are believed to be reasonable under the circumstance, the results of which form the basis of making the judgements.  Actual results may differ from these estimates.  The estimates and underlying assumptions are reviewed on an ongoing basis.  Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
 
Judgements made by management in the application of A-IFRS that have significant effects on the financial statements and estimates with a significant risk of material adjustments in the next year are disclosed, where applicable, in the relevant notes to the financial statements.
 
The company is a company of the kind referred to in ASIC Class Order 98/0100, dated 10 July 1998, and in accordance with that Class Order amounts in the financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.
 
 
 
- 11 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1.              Summary of Accounting Policies - continued
 
Newly adopted standards and interpretations
 
The following new and revised standards and interpretations have been adopted in these 31 December 2010 financial statements:
 
 
·
Amendments to AASB 107 Statement of Cash Flows was issued in May 2009 (part of AASB 2009-5 Further Amendments to Australian Accounting Standard arising from the Annual Improvements Project ).  The amendments specify that only expenditures that result in a recognised asset in the statements of financial position can be classified as investing activities in the statement of cash flows.  Prior year amounts, where applicable, have been restated for consistent presentation.
 
 
·
AASB 3 Business Combinations (2008) has been adopted in the current year.  In accordance with the relevant transitional provisions, AASB 3 has been applied prospectively and therefore there is no impact on prior periods in the company's 2010 financial statements.  The impact of the adoption of AASB 3 Business Combinations (2008) are as follows:
 
 
·
Any non-controlling interests (previously referred to as 'minority' interests) are now measured either at fair value or at the non-controlling interests' share of the fair value of the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis;
 
 
·
Contingent consideration is measured at fair value at the acquisition date, subsequent changes to the consideration are recognised against goodwill only to the extent that they arise from better information about the fair value at the acquisition date, and they occur within the 'measurement period' (a maximum of 12 months from the acquisition date).  All other subsequent changes therein are recognised in the statement of comprehensive income;
 
 
·
Any pre-existing interest in the acquiree is measured at fair value with the gain or loss recognised in the statement of comprehensive income;
 
 
·
Transaction costs, other than share and debt issue costs, are recognised as incurred.
 
 
·
Amendments to AASB 127 Consolidated and Separate Financial Statements (2008) requires a Group to account for changes in ownership interests by that Group in a subsidiary, while maintaining control, to derecognise all assets, liabilities and non-controlling interests at their carrying amount.  Any retained interest in the former subsidiary is recognised at its fair value at the date control is lost, with the gain or loss arising recognised in the statement of comprehensive income.
 
 
 
- 12 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1.              Summary of Accounting Policies – continued
 
Newly adopted standards and interpretations - continued
 
 
·
AASB 2008-3 Amendments to Australian Accounting Standards arising from AASB 3 and AASB 127 introducing consequential amendments to other standards.
 
 
·
Amendments to AASB 128 Investments in Associates , issued in July 2009, is a consequential amendment as a result of AASB 127 (above), whereby when significant influence is lost, a Group measures any investment retained in the former associate at fair value, with any consequential gain or loss recognised in the statement of comprehensive income.
 
 
·
AASB 2008-6 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project makes amendments to AASB 5 Non-current Assets Held for Sale and Discontinued Operations to include requirements relating to a sale which involves the loss of control of a subsidiary.  The amendments require all net assets of such a subsidiary to be classified as held for sale and clarify the disclosures required when the subsidiary is part of a disposal group that meets the definition of a discontinued operation.
 
 
·
AASB 2008-8 Amendments to Australian Accounting Standards - Eligible Hedged Items clarifies the effect of using options as hedging instruments and the circumstances in which inflation risk can be hedged.
 
 
·
AASB 2009-4 Amendments to Australian Accounting Standards arising from the Annual Improvements Project was issued in May 2009.  It relates to the Annual Improvements Project and made consequential amendments to AASB 2, AASB 138 and AASB Interpretation 9 arising from revised AASB 3.  It also amends the restriction on the entity that can hold hedging instruments in AASB Interpretation 16.
 
 
·
AASB 2009-5 Further Amendments to Australian accounting Standards arising from the Annual Improvement Project was issued in May 2009 made a number of changes in the detail of the company's accounting policies some of which are terminology only, and some of which are substantive but are not expected to have a material impact on amounts reported.
 
 
·
AASB 2009-7 Amendments to Australian Accounting Standards was issued in June 2009 and makes amendments to AASB 5, AASB 7, AASB 139 and Interpretation 17 to correct errors that occurred in AASB 2008-12, AASB 2008-13 and Interpretation 17 itself.
 
 
 
- 13 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1.              Summary of Accounting Policies – continued
 
Newly adopted standards and interpretations - continued
 
 
·
AASB 2009-8 Amendments to Australian Accounting Standards - Group Cash-Settled Share-based Payment Transactions was issued in July 2009.  It requires that an entity that receives goods or services in a share-based payment arrangement accounts for those goods or services no matter which entity in the Group settles the transaction, and no matter whether the transaction is settled in shares or cash.
 
 
·
Interpretation 17 Distributions of Non-cash Assets to Owners provides guidance on the measurement of distributions of assets, other than cash, when paid to owners acting in their capacity as owners.
 
 
·
Interpretation 18 Transfers of Assets from Customers addresses the accounting for property, plant or equipment received from 'customers' in exchange for supplies of goods or services.  The asset is to be recognised at its fair value on the date of the transfer.  Revenue arising from the recognition of the asset is recognised in accordance with the requirements of AASB 118 Revenue.
 
New standards and interpretations not yet adopted
 
The following standards, amendments to standards and interpretations are available for early adoption at 31 December 2010, but have not been applied in preparing these financial statements:
 
 
·
AASB 124 Related Party Disclosures (2009) and AASB 2009-12 Amendments to Australian Accounting Standards (revised December 2009) clarifies the definition of a related party and includes a requirement to disclose commitments involving related parties.  The amendments to AASB 124, which become mandatory for the company's 31 December 2011 statements, are not expected to have a material impact on the company.
 
 
·
AASB 9 Financial instruments, AASB 2009-11 Amendments to Australian Accounting Standards arising from AASB 9, AASB 2010-7 Amendments to Australian Accounting Standards arising from AASB 9.  AASB 9 introduces the following new requirements for classifying and measuring financial assets:
 
 
·
Debt instruments meeting both a 'business model' test and a 'cash flow characteristics' test are measured at amortised cost (the use of fair value is optional in some limited circumstances);
 
 
·
Investments in equity instruments can be designated as 'fair value through other comprehensive income' with only dividends being recognised in the statement of comprehensive income;
 

 
 
- 14 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1.              Summary of Accounting Policies – continued
 
New standards and interpretations not yet adopted - continued
 
 
·
All other instruments (including all derivatives) are measured at fair value with changes recognised in the statement of comprehensive income; and
 
 
·
The concept of 'embedded derivative' does not apply to financial assets within the scope of the standard and the entire instrument must be classified and measured in accordance with the above guidelines.
 
 
·
AASB 9 was further amended in 2010 to require fair value changes attributable to changes in own credit risk for financial liabilities designated at fair value through the statement of comprehensive income to be presented in other comprehensive income unless the treatment would create or enlarge an accounting mismatch in the statement of comprehensive income.  The amendments to AASB 9 becomes mandatory for the company's 31 December 2013 financial statements, the company has not yet had an opportunity to consider how AASB 9 impacts the company's financial assets.
 
 
·
AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvement Project amends a number of pronouncements as a result of the IASB's 2008-2010 cycle of annual improvements to provide clarification on certain matters, including clarification on the measurement of non-controlling interests in business combinations.  This amendment becomes mandatory for the company's 31 December 2011 financial statements but is not expected to have a material impact.
 
 
·
AASB 2010-4 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project which amends a number of pronouncements as a result of the IASB's 2008-2010 cycle of annual improvements.  The key amendments are relating to clarification of content of statement of changes in equity (AASB 101) and financial instrument disclosures (AASB 7).  This amendment becomes mandatory for the company's 31 December 2011 financial statements but it is not expected to have a material impact.
 
 
·
AASB 2010-5 Amendments to Australian Accounting Standards makes amendments to a range of standards and interpretations.  This amendment becomes mandatory for the company's 31 December 2011 financial statements but it is not expected to have a material impact.
 
 
·
AASB 2010-6 Amendments to Australian Accounting Standards - Disclosure on Transfers of Financial Assets makes amendments to AASB 7 Financial Instruments:  Disclosures which includes the introduction of additional disclosures in relation to the transfer of financial assets.  This amendment
 

 
 
- 15 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1.              Summary of Accounting Policies – continued
 
becomes mandatory for the company's 31 December 2012 financial statements but it is not expected to have a material impact.
 
Significant Accounting Policies
 
The following significant accounting policies have been adopted in the preparation and presentation of the financial report:
 
 
(a)
Going Concern
 
The financial report has been prepared on the going concern basis, which assumes continuity of normal business activities and the realisation of assets and the settlement of liabilities in the ordinary course of business.
 
 
(b)
Borrowings
 
Borrowings are recorded initially at fair value, net of transaction costs.  Subsequent to initial recognition, borrowings are measured at amortised cost with any difference between the initial recognised amount and the redemption value being recognised in profit and loss over the period of the borrowing using the effective interest rate method.
 
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period.  The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, a shorter period.
 
 
(c)
Borrowing Costs
 
All interest costs are expensed as they are incurred within the reporting period.
 
 
(d)
Cash and Cash equivalents
 
Cash and cash equivalents comprise cash on hand and cash in banks.  Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.
 
 
(e)
Operating Leases
 
Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.
 
 
 
- 16 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1.              Summary of Accounting Policies – continued
 
Significant Accounting Policies - continued
 
 
(f)
Foreign Currency
 
Transactions in foreign currency are recorded at the rates of exchange prevailing on the dates of the transactions.  At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the balance sheet date.  Non-monetary assets and liabilities carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined.  Gains and losses arising on retranslation are included in net the statement of comprehensive income for the period.
 
The company's functional currency is Australian dollars, as its trading and funding is predominately in this currency, and, therefore, its financial statements are presented in this currency.
 
 
(g)
Income Tax
 
Current tax
 
Current tax is calculated by reference to the amount of income taxes payable or recoverable in respect of the taxable profit or tax loss for the period.  It is calculated using tax rates and tax laws that have been enacted or substantively enacted by reporting date.  Current tax for current and prior periods is recognised as a liability or asset to the extent that it is unpaid or refundable.
 
Deferred tax
 
Deferred tax is accounted for using the balance sheet liability method.  Temporary differences are differences between the tax base of an asset or liability and its carrying amount in the balance sheet.  The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes.
 
In principle, deferred tax liabilities are recognised for all taxable temporary differences.  Deferred tax assets are recognised to the extent that it is probable that sufficient taxable amounts will be available against which deductible temporary differences or unused tax losses and tax offsets can be utilised.  However, deferred tax assets and liabilities are not recognised if the temporary differences giving rise to them arise from the initial recognition of assets and liabilities (other than as a result of a business combination) which affects neither taxable income nor accounting profit.
 
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period(s) when the asset and liability giving rise to them are realised or settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by reporting date.  The measurement of
 
 
 
- 17 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1.              Summary of Accounting Policies – continued
 
Significant Accounting Policies - continued
 
deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
 
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the company intends to settle its current tax assets and liabilities on a net basis.
 
Current and deferred tax for the period
 
Current and deferred tax is recognised as an expense or income in the income statement, except when it relates to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity, or where it arises from the initial accounting for a business combination, in which case it is taken into account in the determination of goodwill or excess.
 
 
(h)
Impairment of Assets
 
At each reporting date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss.  If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).  Where the asset does not generate cash flows that are independent from other assets, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
 
Recoverable amount is the higher of fair value less costs to sell and value in use.  In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.  If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount.  An impairment loss is recognised in the statement of comprehensive income immediately, unless the relevant asset is carried at fair value, in which case the impairment loss is treated as a revaluation decrease.  Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.  A reversal of an impairment loss is recognised in the statement of comprehensive income immediately, unless the relevant asset is carried at fair value, in which case the reversal of the impairment loss is treated as a revaluation increase.
 
 
 
- 18 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
 
1.              Summary of Accounting Policies – continued
 
Significant Accounting Policies - continued
 
 
(i)
Property, Plant and Equipment
 
Property, plant and equipment are stated at cost less accumulated depreciation and any recognised impairment loss.
 
Assets are depreciated over their useful economic life, as follows:
 
 
-
Aircraft for hire under operating leases 18 to 25 years from date of manufacture.
 
The balance sheet carrying values of operating lease assets include balances in respect of residual values; unguaranteed residual values are subject to regular review with any revisions being made through depreciation.
 
 
(j)
Derivatives at Fair Value
 
The company has entered into financial instruments (derivatives) to manage balance sheet interest rate risk and foreign currency risk.  The derivatives held are interest rate swaps, currency swaps and foreign currency forward contracts.
 
A swap is an agreement to exchange cash flows in the future in accordance with a pre-arranged formula.  Interest rate swap contracts generally involve exchange of fixed and floating interest payment obligations without the exchange of underlying principal amounts.
 
Currency swaps commit two counterparties to exchange streams of interest payments in different currencies for an agreed period of time.
 
Derivative financial instruments are recognised initially, and subsequently measured, at fair value.  Derivative fair values are determined from quoted prices in active markets where available.  Where there is no active market for an instrument, fair value is derived from prices for the derivative's components using appropriate pricing or valuation models.  The company's pricing and valuation methods are managed by the ultimate holding company, The Royal Bank of Scotland Group plc ("the Group").  Most of the Group's pricing models do not entail material subjectivity because the methodologies utilised do not incorporate significant judgement and the parameters included in the models can be calibrated to actively quoted market prices.  Values established from pricing models are adjusted for credit risk, liquidity risk and future operational costs.
 
 
 
- 19 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
 
1.              Summary of Accounting Policies – continued
 
Significant Accounting Policies - continued
 
Derivatives are classified as either financial assets or financial liabilities, at fair value through the statement of comprehensive income.  Gains and losses arising from changes in fair value of a derivative are recognised as they arise in the statement of comprehensive income.
 
 
(k)
Receivables
 
Trade receivables and other receivables are initially recorded at fair value and subsequently held at amortised cost less any allowance for doubtful debts.
 
 
(l)
Accounts Payable
 
Trade payables and other accounts payable are recognised when the company becomes obliged to make future payments resulting from the purchase of goods and services.
 
 
(m)
Goods and Services Tax
 
Revenues, expenses and assets are recognised net of amount of goods and services tax ("GST"), except:
 
 
i.
where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or
 
 
ii.
for receivables and payables which are recognised inclusive of GST, the net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.
 
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.
 
Cash flows are included in the cash flow statement on a gross basis.  The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified as operating cash flows.
 
 
(n)
Deferred Income - Sale of Lease Income Streams
 
On the sale of lease income stream, the company recognises a profit upfront that is the equivalent of the difference between the credit margin associated with the lessee on acquisition and the corresponding credit margin on disposal times the purchase consideration for the lease receivables.  The remaining balance is recorded on the statement of financial position as deferred income.
 
 
 
- 20 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
1.              Summary of Accounting Policies – continued
 
Significant Accounting Policies - continued
 
The deferred income balance is amortised over the remaining life of the lease.  The amortisation takes into account the lease receipts from the lessee passed through the company and the notional cost of servicing the outstanding deferred income balance.
 
2
Financial Management
 
 
(a)
Interest Rate Risk
 
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.
 
The company's policy is to minimise cashflow interest rate risk when entering into an operating lease, by matching the leasing income cash profile with the associated floating rate borrowing and interest rate swap.  Accounting volatility arises from fair value through the statement of comprehensive income movements because these swaps do not qualify for hedge accounting under AASB 139 which leads to timing differences in income recognition between the derivative instruments and the economically hedged operating lease.
 
 
(b)
Currency Risk
 
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.  The company minimises currency risk by ensuring its leases and associated financing are in the same currency or, in the case of certain leases in US dollars, entering into currency swaps over the life of the lease.
 
 
(c)
Credit Risk
 
Credit risk is the risk arising from the possibility that the company will incur losses from the failure of counterparties to meet their obligations.  Credit risk is managed through The Royal Bank of Scotland plc Group Credit Risk Management Framework ("the Framework") to enable the Group to achieve appropriate risk versus reward performance whilst maintaining credit risk exposure in line with approved risk appetite on a Group basis.  The Framework encompasses credit risk assessment prior to the approval of any credit exposure, and the control and monitoring of these exposures against approved limits.
 
 
(d)
Liquidity Risk
 
Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due.
 
 
 
- 21 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
2.              Financial Management - continued
 
The company's activities are funded by its parent, The Royal Bank of Scotland plc.  The company is dependant on the continuing funding support of its parent to meet its financial obligations as they fall due.
 
 
(e)
Capital Management
 
The company is a member of a group with regulatory disciplines over the use of its capital.  Although the company itself is not regulated it aims to maintain capital resources commensurate with the nature, scale and risk profile of its business.  It regards its capital as the total equity as shown on the balance sheet, adjusted for short term fluctuations resulting from fair value revaluations of derivatives used to commercially hedge risks that do not qualify as hedges under A-IFRS.
 
 
(f)
Property, Plant and Equipment Residual Value Risk
 
The term of the company's aircraft leases vary from seven to twelve years, whereas aircraft are depreciated over their useful economic life, being 18 to 25 years.  As a result, the residual value of an aircraft at the end of lease may be materially different from the net book value of the aircraft at that time.  This risk is not measured through the statement of comprehensive income until any realisation of gain or loss upon disposal of the aircraft.
 
 
 
 
- 22 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
 
3
Revenue from operations
 
Revenue from continuing operations consisted of the following items:
 
OPERATING REVENUE
 
2010
   
2009
 
   
$'000
   
$'000
 
Operating Lease Rentals
           
Amortisation of deferred income
    4,513       4,214  
Assigned rentals receivable
    5,676       5,676  
Rentals receivable
    25,854       25,559  
      36,043       35,449  
EXPENSES
               
Operating expenditure
               
Operating lease depreciation
    10,052       9,858  
Rentals paid
    5,676       5,676  
      15,728       15,534  
Other expenses
               
Fees & commissions
    101       142  
Management fee
    27       -  
      128       142  

The audit fee was $39,500 (2009:  $39,500).  The auditor of RBS Australia Leasing Pty Limited is Deloitte Touche Tohmatsu.
 
4
Segmental information
 
The company operates within one business segment being the provision of aircraft operating leases within the Australasia market.
 
5
Income tax
 
   
2010
   
2009
 
   
$'000
   
$'000
 
(a) Analysis of tax charge for the year
           
Deferred tax – origination and reversal of timing differences:
           
- Current year
    5,149       10,521  
- Prior year
    -       15  
Tax expense
    5,149       10,536  
(b) Factors affecting the tax charge for the year
               
Profit before tax
    17,162       35,118  
Tax on profit at the standard rate of 30% (2009:  30%)
    5,149       10,536  
Tax expense
    5,149       10,536  
 
 
 
- 23 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 

 
6
Key management personnel compensation
 
During the year, the following persons acted as Directors:
 
Simon James Hanson (resigned 28 April 2010)
John Higgins (resigned 14 January 2010)
Stephen Conrad Mark Williams
Gordon David Jagger
Barry Flannery (appointed 5 May 2010)
Peter Barnett (appointed 5 May 2010)
 
The aggregate compensation made to directors and other members of key management personnel in the period and in proportion to the time spent on matters relating to the company was:
 
   
2010
   
2009
 
      $       $  
Short term employee benefits
    109,770       16,245  
Long term employee benefits
    -       1,438  
Total employee benefits
    109,770       17,683  

All directors are employed and remunerated by The Royal Bank of Scotland plc, which did not make a recharge to the company in the year (2009: nil).  The average number of employees (including directors) was nil (2009: nil).
 
7
Trade and other receivables
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Other debtors
    529       304  

The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
 
 
 
- 24 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
 
8
Residual value exposure
 
The table below gives details in respect of unguaranteed residual values included in the carrying value of operating lease assets at the balance sheet date.
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Year in which residual value will be recovered
           
Between two and five years
    160,220       162,317  
More than 5 years
    61,165       61,165  
      221,385       223,482  

The company enters into operating leases for aircraft.  The lease terms vary from seven to twelve years.
 
RBS Aerospace Ltd, an affiliated entity wholly owned by RBS plc, entered into forward exchange contracts to manage the foreign exchange risk associated with the foreign exchange exposure arising on the US dollar residual value of 4 aircraft owned and leased by RBS Australia Leasing Pty Limited.  RBS Aerospace Ltd is not contractually bound to pass on the costs or benefits associated with these foreign exchange contracts to RBS Australia Leasing Pty Ltd, however in the past, RBS Aerospace Ltd has provided RBS Australia Leasing Pty Limited with the net settlement value of such foreign exchange contracts on disposal of a RBS Australia Leasing Pty Limited owned aircraft.  RBS Australia Leasing Ply Limited places reliance on RBS Aerospace Ltd's past practice of providing it with the net benefit/ cost of these contracts consistent with the original purpose of entering into such contracts.  However, as RBS Aerospace Ltd is not contractually bound to pass the benefits/costs, RBS Australia Leasing Pty Ltd has not accounted for any gains or losses that may result from doing so in the future.
 
 
 
- 25 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
9
Financial Instruments
 
a)           Carrying value and fair value of financial instrument by category:
 
   
Carrying value 2010
   
Fair value 2010
   
Carrying value 2009
   
Fair value 2009
 
   
$'000
   
$'000
   
$'000
   
$'000
 
Loans and receivables:
                       
- Trade and other receivables
    529       529       304       304  
- Cash and cash equivalents
    53,140       53,140       42,550       42,550  
      53,669       53,669       42,854       42,854  
Financial assets at fair value through the statement of comprehensive income:
                               
- Derivatives
    2,925       2,925       -       -  
Financial assets
    56,594       56,594       42,854       42,854  
Financial liabilities measured at amortised cost:
                               
- Trade and other payables
    8,187       8,187       6,258       6,258  
- Borrowings
    248,926       248,926       253,654       253,654  
      257,113       257,113       259,912       259,912  
Financial liabilities at fair value through the statement of comprehensive income:
                               
- Derivatives
    -       -       6,222       6,222  
Financial liabilities
    257,113       257,113       266,134       266,134  

b)           Fair value disclosure by fair value hierarchy level
 
Where financial assets or liabilities are designated at fair value through the statement of comprehensive income as per criteria under AASB 139, IFRS 7 requires these financial assets or liabilities to be categorised by 3 levels of hierarchy.  IFRS 7 defines each level of hierarchy by the lowest levels of input into derivations of fair values as shown below.
 
Level 1
Quoted prices for similar instruments
Level 2
Directly observable market inputs other than Level 1 inputs
Level 3
Inputs not based on observable market data

All financial assets and liabilities at fair value through profit and loss fall within level 2.
 

 
- 26 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
9.              Financial Instruments - continued
 
c)           Financial Instrument – carrying amount by market risk exposure
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Interest rate risk
           
Financial Assets
           
- Variable rate
    53,140       42,550  
- Non-interest bearing
    529       304  
- Derivatives at fair value
    2,925       -  
      56,594       42,854  
Financial liabilities
               
- Variable rate
    248,926       253,654  
- Non-interest bearing
    8,187       6,258  
- Derivatives at fair value
    -       6,222  
      257,113       266,134  

If interest rates had been 1% higher or lower during the year then profit after tax would have changed by $1,182,000 (2009:  $1,497,000) because of changes in the fair value of interest rate swaps and from holding cash and cash equivalents.
 
Currency risk
 
If the Australian dollar had strengthened or weakened by 10% against the US dollar, with all other variables held constant, profit after tax for the year would have increased or reduced by $3,359,000 (2009:  $4,187,000), resulting from fair value gains or losses on currency swaps and forward exchange agreements.
 
d)           Credit quality
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Maximum credit exposure and neither past due nor impaired:
           
Financial Assets
           
Amount due from group undertakings
    53,140       42,550  
Other debtors
    529       304  
      53,669       42,854  
Operating Lease Arrangements
    145,503       179,162  


 
- 27 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
9.              Financial Instruments –continued
 
The company considers all the above financial assets to be of good credit quality.  There are no amounts either past due or impaired (2009:  nil).  The company leases aircraft to two airlines both with good payment histories.
 
e)           Liquidity risk
 
The following table details contractual cashflows payable to maturity on financial liabilities and all derivatives on an undiscounted basis
 
   
Within 1 year
   
In the 2nd year
   
3 to 5 years
   
Over 5 years
 
   
$'000
   
$'000
   
$'000
   
$'000
 
2010
                       
Trade payables
    8,187       -       -       -  
Borrowings
    18,913       61,071       145,517       85,200  
Derivative financial instruments:
                               
- Net settled position
    4,427       3,585       8,701       11,322  
- Gross settled position
    -       -       -       44,030  
Total cashflows payable
    31,527       64,656       154,218       140,552  
2009
                               
Trade payables
    6,258       -       -       -  
Borrowings
    17,515       21,092       205,562       95,022  
Derivative financial instruments:
                               
- Net settled position
    5,281       3,061       9,593       17,509  
- Gross settled position
    -       -               46,585  
Total cashflows payable
    29,054       24,153       215,155       159,116  

The gross settled derivatives are in respect of the forward exchange contracts.
 
 
 
- 28 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
 
10
Derivatives at Fair Value
 
   
Assets 2010
   
Liabilities 2010
   
Assets 2009
   
Liabilities 2009
 
   
$'000
   
$'000
   
$'000
   
$'000
 
Interest rate swaps
    -       (2,824 )     -       (3,687 )
Currency swaps
    5,164       -       -       (1,454 )
Forward exchange contracts
    585       -       -       (1,081 )
      5,749       (2,824 )             (6,222 )
                                 
Maturity analysis for derivatives
                               
                                 
In the second to fifth years
                               
- Interest rate swaps
    -       (2,824 )     -       (3,687 )
              (2,824 )     -       (3,687 )
                                 
After five years
                               
- Currency swaps
    5,164       -       -       (1,454 )
- Forward exchange contracts
    585       -       -       (1,081 )
      5,749       -       -       (2,535 )
      5,749       (2,824 )     -       (6,222 )

 
Notional aggregate principals
 
The total notional aggregate principal of the derivatives at fair value is as follows:
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Interest rate swaps
    168,822       172,010  
Currency swaps
    36,947       41,780  
Forward exchange contracts
    21,830       24,685  

All derivatives held at the balance sheet date are with The Royal Bank of Scotland plc, and are denominated in either Australian dollars and US dollars.  The derivatives held are governed by the International Swap Dealers Association.  All derivatives held are carried at fair value.  None of the derivatives are in designated fair value hedge or cash flow hedge relationships.
 
Interest rate swaps are swapping variable for fixed cashflows and have an interest rate range from 6.0% to 6.1% (2009:  6.0% to 6.1%).
 
 
 
- 29 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
 
10.            Derivatives at Fair Value - continued
 
For all derivatives held, the total amount of the change in fair value estimated, using a valuation technique, recognised in the statement of comprehensive income during the year was a gain of $9,149,000 (2009:  gain of $27,634,000).  The amount of change in the fair value of interest rate derivatives that is not attributable to changes in a benchmark interest rate is nil.  The floating interest rate swaps settle on a monthly basis.  The floating rate is the Australian BBSY.  For interest rate swaps the difference between fixed and floating elements are settled on a net basis.
 
11
Property, Plant and Equipment
 
   
Assets for hire under operating leases
 
At Cost
 
$'000
 
Gross carrying amount
     
Balance at 1 January 2009 & 31 December 2009
    306,038  
At 1 January 2010 & 31 December 2010
    306,038  
Accumulated depreciation
       
Balance at 1 January 2009
    25,236  
Depreciation expense
    9,858  
Balance at 31 December 2009
    35,094  
Balance at 1 January 2010
    35,094  
Depreciation charge for the year
    10,052  
At 31 December 2010
    45,146  
Net book value
       
As at 31 December 2010
    260,892  
As at 31 December 2009
    270,944  

During the year, there were no acquisitions or disposal of planes (2009:  none).
 
12
Current Trade and Other Payables
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Amounts due within one year:
           
Amounts due to group undertakings
    601       599  
Other payables and accruals
    5,900       4,143  
Operating lease rentals received in advance
    1,686       1,516  
      8,187       6,258  
 
 
 
- 30 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 

 
13
Deferred income
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Current deferred income
    4,773       4,453  
Non-current deferred income
    9,606       14,379  
      14,379       18,832  

Deferred income is the amount under an arrangement whereby operating lease rentals are received in advance of being earned.
 
14
Borrowings
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Loan amount due to group undertakings
    248,926       253,654  
The unsecured borrowings are repayable as follows and at amortised cost:
 
On demand or within one year
    5,187       2,869  
In the second year
    47,336       5,673  
In the third to fifth year inclusive
    125,780       172,321  
After five years
    70,623       72,791  
      248,926       253,654  
Less:  Amounts due for settlement within 12 months
    (5,187 )     (2,869 )
Amounts due for settlement after 12 months
    243,739       250,785  

On 10 June 2009, the company and its lender, The Royal Bank of Scotland plc, signed a facility agreement which alters the repayment schedule of the Company's borrowings to match the repayment schedule of the operating leases.
 
A right of set-off exists over the company's bank account with The Royal Bank of Scotland plc against advances made to the Company's immediate holding company and its subsidiaries.
 
The interest rate is set with reference to the Australian BBSW and is set on a monthly basis.  The directors consider that the carrying amount of loans approximates to their fair value.
 
 
 
- 31 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
15
Deferred Tax Liabilities/(Assets)
 
2010
 
Opening Balance
   
Charged/ (credit) to Income
   
Closing Balance
 
   
$'000
   
$'000
   
$'000
 
Temporary differences:
                 
Derivatives at fair value through the statement of comprehensive income
    (1,867 )     2,745       878  
Property, plant and equipment
    32,479       5,100       37,579  
Revenue received in advance
    (6,104 )     1,285       (4,819 )
Other
    (20 )     (13 )     (33 )
Total temporary differences before unused tax losses
    24,488       9,117       33,605  
Unused tax losses:
                       
Deferred tax asset arising from tax losses carried forward
    (15,838 )     (3,968 )     (19,806 )
Deferred tax liabilities (Note 5)
    8,650       5,149       13,799  

2009
 
Opening Balance
   
Charged/ (credit) to Income
   
Closing Balance
 
   
$'000
   
$'000
   
$'000
 
Temporary differences :
                 
Derivatives at fair value through the statement of comprehensive income
    (10,158 )     8,291       (1,867 )
Property, plant and equipment
    25,655       6,824       32,479  
Revenue received in advance
    (7,364 )     1,260       (6,104 )
Other
    -       (20 )     (20 )
Total temporary differences before unused tax losses
    8,133       16,355       24,488  
Unused tax losses :
                       
Deferred tax asset arising from tax losses carried forward
    (10,019 )     (5,819 )     (15,838 )
Deferred tax liabilities/(assets) (Note 5)
    (1,886 )     10,536       8,650  
 
 
 
- 32 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 

 
16
Issued Capital
 
   
2010
   
2009
 
      $       $  
Issued capital
               
2 authorised & fully paid ordinary shares
    2       2  
Fully Paid Ordinary Shares
               
Balance at the beginning of the financial period
    2       2  
Issue of shares
    -       -  
Balance at the end of the financial period
    2       2  

Fully paid ordinary shares carry one vote per share and the right to dividends.
2 ordinary shares have been authorised and issued.
 
17
Operating Lease Arrangements
 
The future minimum lease payments receivable under non-cancellable operating leases are as follows:
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Within one year
    33,657       33,658  
Between two and five years
    75,346       99,425  
After more than five years
    36,500       46,079  
      145,503       179,162  

The company has entered into operating leases of aircraft.
 
 
 
- 33 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
 
18
Related Party Disclosures
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Transactions with Related Parties:
           
- The Royal Bank of Scotland plc:
           
Transactions during the period:
           
- Interest on loan payable to related party
    14,375       13,424  
- Interest on loan receivable from related party
    (2,201 )     (1,135 )
- Derivative movements including interest
    (9,149 )     (27,634 )
- Repayment of related party borrowing
    4,728       6,507  
Assets at the end of the year:
               
- Short term deposit account held with related party
    41,299       34,898  
- Derivatives at fair value
    2,925       -  
- Bank account held with related party
    11,841       7,652  
      56,065       42,550  
Liabilities at the end of the year:
               
- Borrowings
    (248,926 )     (253,654 )
- Derivatives at fair value
    -       (6,222 )
- Interest accrual
    (553 )     (578 )
- Other
    (48 )     (22 )
      (249,527 )     (260,476 )

The amounts outstanding are unsecured and will be settled in cash.  The company has not given or received any guarantees to or from a related party.  The company's parent has issued guarantees to a counterpart of the company, that guarantees the performance of the company in relation to lease agreements.  No provisions have been made for doubtful debts in respect of the amounts owed by related parties.
 
On 1 December 2008, the UK Government through HM Treasury became the ultimate controlling party of The Royal Bank of Scotland Group plc.  The UK Government's shareholding is managed by UK Financial Investments Limited, a company wholly owned by the UK Government.
 
The company's ultimate holding company is The Royal Bank of Scotland Group plc and its immediate parent company is The Royal Bank of Scotland plc.  Both companies are incorporated in Great Britain and registered in Scotland.
 
As at 31 December 2010, The Royal Bank of Scotland Group plc heads the largest group in which the company is consolidated and The Royal Bank of Scotland plc heads the smallest group in which the company is consolidated.  Copies of the consolidated accounts of both companies may be obtained from The Secretary, The Royal Bank of Scotland Group plc, Gogarburn, PO Box 1000, Edinburgh, Scotland EH12 1HQ.
 
 
 
- 34 -

 
RBS AUSTRALIA LEASING PTY LIMITED
 
NOTES TO THE FINANCIAL STATEMENTS FOR THE FINANCIAL PERIOD
ENDED 31 DECEMBER 2010
 
 
19
Notes to Statement of Cash Flows
 
 
(a)
Reconciliation of cash and cash equivalents
 
For the purpose of the cash flow statement, cash and cash equivalents include cash on hand and in banks and investments in money market instruments, net of outstanding bank overdrafts.  Cash and cash equivalents at the end of the financial year as shown in the cash flow statement is reconciled to the related items in the balance sheet as follows:
 
   
2010
   
2009
 
   
$'000
   
$'000
 
Cash and cash equivalents
    53,140       42,550  

 
(b)
Reconciliation of profit for the period to net cash flows from operating activities
 
Profit before tax
    17,162       35,118  
Adjustments for:
               
Depreciation on assets for hire under operating leases
    10,052       9,858  
Amortisation of deferred income
    (4,513 )     (4,214 )
Gain on derivatives at fair value
    (9,149 )     (27,634 )
Interest income
    (2,201 )     (1,135 )
Interest expense
    14,375       13,424  
Operating cash flows before movements in working capital
    25,726       25,417  
(Increase)/Decrease in other receivables
    (223 )     1,998  
Increase/(Decrease) in payables
    2,013       (162 )
Cash generated by operations
    27,516       27,253  
Interest received
    2,201       1,136  
Interest paid
    (14,399 )     (13,375 )
Net cash from operating activities
    15,318       15,014  

20
Subsequent Events
 
There has not been any matter or circumstance, other than that referred to in the financial statements or notes thereto, that has arisen since the end of the financial year, that has significantly affected, or may significantly affect, the operations of the company, the results of those operations, or the state of affairs of the company in future financial years.
 
 
   
 
- 35 - 

 
 
EXHIBIT 4

***
 
 
 
 
 
 
 
 
 
 
 


 
*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 

 
 
EXHIBIT 5
 
LIST OF DISCLOSED EMPLOYEES
 
1.
2.
3.
4.
5.
No.
Given Name
Family Name
Jurisdiction
Employing Entity
1.
***
***
Ireland
RBS Aerospace Ltd
2.
***
***
Ireland
RBS Aerospace Ltd
3.
***
***
Ireland
RBS Aerospace Ltd
4.
***
***
Ireland
RBS Aerospace Ltd
5.
***
***
Ireland
RBS Aerospace Ltd
6.
***
***
Ireland
RBS Aerospace Ltd
7.
***
***
Ireland
RBS Aerospace Ltd
8.
***
***
Ireland
RBS Aerospace Ltd
9.
***
***
Ireland
RBS Aerospace Ltd
10.
***
***
Ireland
RBS Aerospace Ltd
11.
***
***
Ireland
RBS Aerospace Ltd
12.
***
***
Ireland
RBS Aerospace Ltd
13.
***
***
Ireland
RBS Aerospace Ltd
14.
***
***
Ireland
RBS Aerospace Ltd
15.
***
***
Ireland
RBS Aerospace Ltd
16.
***
***
Ireland
RBS Aerospace Ltd
17.
***
***
Ireland
RBS Aerospace Ltd
18.
***
***
Ireland
RBS Aerospace Ltd
19.
***
***
Ireland
RBS Aerospace Ltd
20.
***
***
Ireland
RBS Aerospace Ltd
21.
***
***
Ireland
RBS Aerospace Ltd
22.
***
***
Ireland
RBS Aerospace Ltd
23.
***
***
Ireland
RBS Aerospace Ltd
24.
***
***
Ireland
RBS Aerospace Ltd
25.
***
***
Ireland
RBS Aerospace Ltd
26.
***
***
Ireland
RBS Aerospace Ltd
27.
***
***
Ireland
RBS Aerospace Ltd
28.
***
***
Ireland
RBS Aerospace Ltd
29.
***
***
Ireland
RBS Aerospace Ltd
30.
***
***
Ireland
RBS Aerospace Ltd
31.
***
***
Ireland
RBS Aerospace Ltd
32.
***
***
Ireland
RBS Aerospace Ltd
33.
***
***
Ireland
RBS Aerospace Ltd
34.
***
***
Ireland
RBS Aerospace Ltd
35.
***
***
Ireland
RBS Aerospace Ltd
36.
***
***
Ireland
RBS Aerospace Ltd
 
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
- 1 -

 
 
1.
2.
3.
4.
5.
No.
Given Name
Family Name
Jurisdiction
Employing Entity
37.
***
***
Ireland
RBS Aerospace Ltd
38.
***
***
Ireland
RBS Aerospace Ltd
39.
***
***
Ireland
RBS Aerospace Ltd
40.
***
***
Ireland
RBS Aerospace Ltd
41.
***
***
Ireland
RBS Aerospace Ltd
42.
***
***
Ireland
RBS Aerospace Ltd
43.
***
***
Ireland
RBS Aerospace Ltd
44.
***
***
Ireland
RBS Aerospace Ltd
45.
***
***
Ireland
RBS Aerospace Ltd
46.
***
***
Ireland
RBS Aerospace Ltd
47.
***
***
Ireland
RBS Aerospace Ltd
48.
***
***
Ireland
RBS Aerospace Ltd
49.
***
***
Ireland
RBS Aerospace Ltd
50.
***
***
Ireland
RBS Aerospace Ltd
51.
***
***
Ireland
RBS Aerospace Ltd
52.
***
***
Ireland
RBS Aerospace Ltd
53.
***
***
Ireland
RBS Aerospace Ltd
54.
***
***
France
RBS Aerospace Ltd
55.
***
***
Ireland
RBS Aerospace Ltd
56.
***
***
Ireland
RBS Aerospace Ltd
57.
***
***
Hong Kong
The Royal Bank of Scotland Plc
58.
***
***
Hong Kong
The Royal Bank of Scotland Plc
59.
***
***
Hong Kong
The Royal Bank of Scotland Plc
60.
***
***
Hong Kong
The Royal Bank of Scotland Plc
61.
***
***
Singapore
The Royal Bank of Scotland Plc
62.
***
***
China
China International Intellectech (Shanghai) Corporation
63.
***
***
China
The Royal Bank of Scotland (China) Co. Ltd, Beijing Branch
64.
***
***
Japan
The Royal Bank of Scotland Plc, Tokyo Branch
65.
***
***
United States
The Royal Bank of Scotland Plc
66.
***
***
United States
Greenwich Capital Markets Inc.
67.
***
***
United States
RBS Securities Inc.
68.
***
***
United States
Greenwich Capital Markets Inc.
69.
***
***
United States
Greenwich Capital Markets Inc.


*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
- 2 -

 
 
EXHIBIT 6
 
LIST OF OFFER EMPLOYEES
 
1.
2.
3.
4.
5.
No.
Given Name
Family Name
Jurisdiction
Employing Entity
1.
***
***
Hong Kong
The Royal Bank of Scotland Plc
2.
***
***
Hong Kong
The Royal Bank of Scotland Plc
3.
***
***
Hong Kong
The Royal Bank of Scotland Plc
4.
***
***
Hong Kong
The Royal Bank of Scotland Plc
5.
***
***
Singapore
The Royal Bank of Scotland Plc
6.
***
***
China
China International Intellectech (Shanghai) Corporation
7.
***
***
China
The Royal Bank of Scotland (China) Co. Ltd, Beijing Branch
8.
***
***
Japan
The Royal Bank of Scotland Plc, Tokyo Branch
9.
***
***
United States
The Royal Bank of Scotland Plc
10.
***
***
United States
Greenwich Capital Markets Inc.
11.
***
***
United States
RBS Securities Inc.
12.
***
***
United States
Greenwich Capital Markets Inc.
13.
***
***
United States
Greenwich Capital Markets Inc.

 


*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 

 
 
EXHIBIT 7

***
 
 
 
 
 
 
 
 
 
 


*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 

 
 
CLIFFORD CHANCE LLP
 
PRIVILEGED AND CONFIDENTIAL
 
 

 
EXHIBIT 8
 
PROJECT TESS
CLEAN TEAM TERMS
 
Given the commercial and competitive sensitivity of the Sensitive Information (as defined in paragraph 4 of Schedule 7 to the Sale and Purchase Agreement entered into between The Royal Bank of Scotland plc (" RBS ") and Sumitomo Mitsui Banking Corporation (" Buyer ") on 16 January 2012 (" SPA ")), the Sensitive Information will be made available for review by [•], [•] and/or [•] of [•] only (" Clean Team "), on the following terms:
 
•           Access to the Sensitive Information will be restricted to named members of the Clean Team and will be conditional upon compliance with these terms and the signing by each member of the Clean Team of this document.  Under no circumstances will any member of the Clean Team make any copy of the Sensitive Information (including word by word written copy) or provide the Sensitive Information to any person outside of the Clean Team.
 
•           The Clean Team will analyse the information solely for the purposes of ensuring compliance with, or the granting or withholding of consent in accordance with, Schedule 7 of the SPA and convey their conclusions to the Buyer without disclosing the specific details of the Sensitive Information to the Buyer.  Should the Clean Team find any incident of non-compliance with Schedule 7 of the SPA, it may, after prior consultation with RBS (it being agreed that RBS consent shall not be required), disclose to named individuals at the Buyer such information, including Sensitive Information, that is reasonably necessary for the sole purpose of assessing the nature and severity of each incident of non-compliance with Schedule 7 of the SPA, in particular the nature of the business conduct in question, the profit/loss resulting from it and any risk related to it.  For the avoidance of doubt, the information and conclusions may not be used for any other purpose or shared with any other person without RBS’s prior written consent and remains subject to the terms of clause 13 of the SPA.
 
I hereby agree to comply with the terms set out above in relation to the Sensitive Information.
 
 
 
Name
 
 
 
 
Signature
 
 
 
 
Organisation
 
 
 
 
Date
 

 
 
 

 
 
EXHIBIT 9
 
INFORMATION TO BE INCLUDED IN MONTHLY REPORT
 
Period: [______] (the “Report Period”)
 
Fleet Summary

Category
Total Number
Commercial Jets – On Lease
 
 
Commercial Jets – Off Lease
 
 
Commercial Jets – Total
 
 
   
Commercial Jet Deliveries (since PRIOR REPORT DATE)
 
 

Category
Aggregate Value
Capital Expenditures Incurred (since PRIOR REPORT DATE)
 

Category
Total Number
Managed Aircraft – On Lease
 
 
Managed Aircraft – Off Lease
 
 
Managed Aircraft – Total
 
 
Sale & Lease Back - Contracted/Not Delivered
 

Category
Total Number & Aggregate Value
Commercial Jet – Sales (since PRIOR REPORT DATE)
 
 
Commercial Jets – Contracted For Sale But Not Sold (since PRIOR REPORT DATE)
 
 
Engines – Contracted For Sale But Not Sold (since PRIOR REPORT DATE)
 
 
Engine – Sales
 
 
 
 
1

 

 
Lease Activity

Category
Total Number and Aggregate Rent (Increase/Decrease)
Leases and Lease Extensions Signed
 
 
Letters of Intent Signed
 
 

Restructuring Activity

Category
Total Number & Aggregate Value
Lessee Payment Defaults (since PRIOR REPORT DATE)
 
 
 
Current Total Lease Arrearage
 
 

Category
Brief Summary and Value
Lease Restructurings/Deferred Rent
 
 
Aircraft Repossessions
 
 
New Litigation / Claims Against Lessors
 
 
New Litigation / Claims Against Lessees
 
 
Settlements
 

Finance Activity

Category
Rate
Aggregate Principal Amount
Purpose
Debt Incurrence
 
     
Debt Repayment
 
     
Guarantees/Indemnities/Other Financing Activities
     

 
 
2

 
 
EXHIBIT 10

***

 
 
 
 
 
 
 
 
 
 
 
 
 
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
 

 
 

 
 
EXHIBIT 11
 
 
HEAD LEASE
DATED
2012
 
 
(1) LOMBARD GLOBAL FINANCE COMPANY
 
(2) RBS AEROSPACE LIMITED
 
 
 
 
AIRCRAFT LEASE
AGREEMENT
relating to
 
One (1) Embraer ERJ-145MP Aircraft
manufacturer's serial number 145398
 
 
 
 
 
 

 
 
 
 
 
 
 
CONTENTS
 
1.
DEFINITIONS AND INTERPRETATION
1
2.
REPRESENTATIONS AND WARRANTIES
1
3.
CONDITIONS PRECEDENT
3
4.
LEASE PERIOD
3
5.
DELIVERY
3
6.
RENT
3
7.
PAYMENTS
3
8.
LESSOR'S COVENANTS AND CERTAIN OTHER MATTERS
4
9.
LESSEE'S COVENANTS
4
10.
SUB LEASING
4
11.
TITLE AND REGISTRATION
4
12.
INDEMNITIES/TAXATION
4
13.
MAINTENANCE/REPAIR
4
14.
TERMINATION
5
15.
FINAL INSPECTION
5
16.
LIMITATION ON RECOURSE
5
17.
MISCELLANEOUS PROVISIONS
6
18.
NOTICES
6
19.
GOVERNING LAW AND JURISDICTION
7
SCHEDULE 1: DESCRIPTION OF AIRCRAFT
9
SCHEDULE 2: ACCEPTANCE CERTIFICATE
10
 
 
 
 

 

 
This aircraft lease agreement is made on                                       2012
 
BETWEEN:
 
(1)
LOMBARD GLOBAL FINANCE COMPANY, a company incorporated under the laws of Ireland with its principal place of business at Third Floor, Ulster Bank Group Centre, George's Quay, Dublin 2, Ireland (the "Lessor" ); and
 
(2)
RBS AEROSPACE LIMITED , a company incorporated under the laws of Ireland, whose registered office is at Level 1, IFSC House, IFSC, Dublin 1, Ireland (the "Lessee" ).
 
BACKGROUND:
 
Lessor is the owner of the Aircraft (as defined below) and wishes to lease the Aircraft to Lessee and Lessee is willing to lease the Aircraft from Lessor on the terms of this Agreement.
 
IT IS AGREED:
 
1.
DEFINITIONS AND INTERPRETATION
 
Except as otherwise defined in this Agreement, words and expressions used in this Agreement shall have the same meaning as given to them in the aircraft lease agreement between Lessee as sub-lessor ( "Sub-Lessor" ) and Rotana Jet Aviation LLC as sub-lessee ( "Sub-Lessee" ) dated on or about the date of this Agreement ( "Sub-Lease" ):
 
"Acceptance Certificate" means a certificate substantially in the form set out in schedule 2;
 
"Aircraft" means the aircraft described in schedule  1  (which term includes where the context admits a separate reference to all Engines, Parts and Technical Records) and as more particularly described in the Sub-Lease;
 
"Delivery" means delivery of the Aircraft by Lessor to Lessee under this Agreement;
 
"Delivery Date" means the date on which Delivery occurs;
 
"Lease Period" means the period commencing on the Delivery Date and ending on the occurrence of Title Transfer;
 
"Sale Agreement" means the sale agreement dated [•] 2012 made between Lessor as seller and Lessee as buyer relating to the Aircraft; and
 
" Title Transfer " has the meaning given to the term "Delivery" in the Sale Agreement.
 
2.
REPRESENTATIONS AND WARRANTIES
 
2.1
Lessee's Representations and Warranties
 
Lessee represents and warrants to Lessor that:
 
 
(a)
Status:   Lessee is a company duly incorporated and validly existing under the laws of Ireland and has the corporate power to own its assets and carry on its business as it is being conducted;
 
 
1

 
 
 
 
(b)
Power and authority:   Lessee has the corporate power to enter into and perform, and has taken all necessary corporate action to authorise the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement;
 
 
(c)
Legal validity:   this Agreement has been duly authorised, executed and delivered by Lessee and (subject to laws protecting creditors' rights and principles of equity) constitutes Lessee's legal, valid and binding obligation;
 
 
(d)
Authorisation: so far as concerns the obligations of Lessee, all authorisations, consents, registrations and notifications required under the laws of Ireland in connection with the entry into, performance, validity and enforceability of, this Agreement and the transactions contemplated by this Agreement, have been (or will on or before the Delivery Date have been) obtained or effected (as appropriate) and are (or will on their being obtained or effected be) in full force and effect; and
 
 
(e)
No Immunity:   Lessee is subject to private commercial law with respect to its obligations under this Agreement; and neither Lessee nor any of its assets is entitled to any right of immunity, and the entry into and performance of this Agreement by Lessee constitute private and commercial acts.
 
2.2
Repetition
 
The representations and warranties in clause  2.1  ( Lessee's Representations and Warranties ) will survive the execution of this Agreement and Delivery.  The representations and warranties in clause  2.1  will be deemed to be repeated by Lessee on the Delivery Date with reference to the facts and circumstances then existing.
 
2.3
Lessor's Representations and Warranties
 
Lessor represents and warrants to Lessee that:
 
 
(a)
Status:   Lessor is a company duly incorporated and validly existing under the laws of Ireland and has the corporate power to own its assets and carry on its business as it is now being conducted;
 
 
(b)
Power and authority:   Lessor has the corporate power to enter into and perform, and has taken all necessary corporate action to authorise the entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement;
 
 
(c)
Legal validity: this Agreement has been duly authorised, executed and delivered by Lessor and (subject to laws protecting creditors' rights and principles of equity) constitutes Lessor's legal, valid and binding obligation;
 
 
(d)
Authorisation:   so far as concerns the obligations of Lessor, all authorisations, consents, registrations and notifications required under the laws of Ireland in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Agreement by Lessor have been (or will on or before the Delivery Date have been) obtained or effected (as appropriate) and are (or will on their being obtained or effected be) in full force and effect; and
 
 
(e)
No Immunity:   Lessor is subject to civil commercial law with respect to its obligations under this Agreement; and neither Lessor nor any of its assets is entitled to any right of immunity, and the entry into and performance of this Agreement by Lessor constitute private and commercial acts.
 
 
 
2

 
 
3.
CONDITIONS PRECEDENT
 
Lessor's obligation to deliver and lease the Aircraft to Lessee under this Agreement and Lessee's obligation to take the Aircraft on lease is subject to the delivery of the Aircraft to Sub-Lessee under the Sub-Lease.
 
4.
LEASE PERIOD
 
Lessor shall lease the Aircraft to Lessee and Lessee shall take the Aircraft on lease from Lessor in accordance with this Agreement for the duration of the Lease Period.  The Lease Period shall commence on the Delivery Date and shall terminate on the occurrence of Title Transfer.
 
5.
DELIVERY
 
The Aircraft shall be delivered to and accepted by Lessee immediately prior to delivery of the Aircraft to Sub-Lessee in accordance with the Sub-Lease. At Delivery, Lessee shall deliver the Acceptance Certificate to Lessor, dated and fully completed, and executed by Lessee.
 
6.
RENT
 
6.1
Time of Payment
 
Lessee shall pay rent ( "Rent" ) to Lessor or to its order in advance on the Delivery Date and, thereafter, in advance on each Rent Date.  Lessee shall direct Sub-Lessee to pay all amounts of rent due under the Sub-Lease to Lessor's account
 
6.2
Amount of Rent
 
The amount of Rent payable by Lessee to Lessor on each Rent Date shall be equal to the amount of rent payable by Sub-Lessee pursuant to the Sub-Lease.
 
7.
PAYMENTS
 
7.1
Account for Lessee Payments
 
All payments by Lessee to Lessor under this Agreement will be made for value on the due date in dollars and in immediately available funds settled through the New York Clearing House System or such other funds as may for the time being be customary for the settlement in New York City of international payments in dollars by SWIFT transfer to such bank account as Lessor may from time to time notify to Lessee in writing.
 
7.2
Net Lease
 
Except as otherwise specifically provided herein, this Agreement is a net lease, and Lessee acknowledges and agrees that Lessee's obligations hereunder, including without limitation its obligation to pay all Rent and all amounts payable hereunder, shall be absolute and unconditional under any and all circumstances and shall be paid without notice or demand, and without any abatement, reduction, diminution, setoff, defence, counterclaim or recoupment whatsoever, including without limitation any abatement, reduction, diminution, setoff, defence, counterclaim or recoupment due or alleged to be due to, or by reason of, any past, present or future claims which Lessee may have against Lessor or any other person for any reason whatsoever.
 
 
3

 
 
 
8.
LESSOR'S COVENANTS AND CERTAIN OTHER MATTERS
 
8.1
Quiet Enjoyment
 
Lessor shall not interfere with the quiet use, possession and enjoyment of the Aircraft by Lessee during the Lease Period.  The exercise by Lessor of its rights in accordance with this Agreement will not constitute such an interference.
 
9.
LESSEE'S COVENANTS
 
9.1
Lessee's Business
 
Lessee shall not make any substantial change in the nature of its business and will maintain its corporate existence (other than in connection with a solvent reconstruction the terms of which have been approved by Lessor, such approval not to be unreasonably withheld).
 
10.
SUB LEASING
 
Lessee shall not, without the prior written consent of Lessor, sub lease or part with possession of the Aircraft; except insofar as such sub-leasing is consistent with the terms of the Sub-Lease.
 
11.
TITLE AND REGISTRATION
 
Title to the Aircraft will be, and shall remain, vested in Lessor.  Lessee will have no right, title or interest in the Aircraft except to the extent provided in this Agreement. The Aircraft will be registered in the name of Lessor, as owner, and Sub-Lessee, as operator, in the register of aircraft in the State of Registration.
 
12.
INDEMNITIES/TAXATION
 
Lessor and Lessee acknowledge and agree to be bound by the same obligations, mutatis mutandis, owed by Sub-Lessor and Sub-Lessee to each other on Indemnities and Taxation as stated in clauses [15] and [21] respectively of the Sub-Lease.
 
13.
MAINTENANCE/REPAIR
 
Lessor and Lessee acknowledge and agree to be bound by the same obligations, mutatis mutandis, owed by Sub-Lessor and Sub-Lessee to each other on Maintenance and Repair as stated in clause [12.4] of the Sub-Lease.
 
14.
TERMINATION
 
Lessor may terminate this Agreement upon notice to Lessee on the occurrence of any of the events set out in clause [•] of the Sub-Lease (as if such clause was set out in full in this Agreement and as if references to "Lessee" were to "Lessee and Sub-Lessee".
 
15.
FINAL INSPECTION
 
Immediately prior to redelivery of the Aircraft, if requested by Lessor, Lessee shall make the Aircraft available to Lessor for inspection in order to verify that the condition of the Aircraft complies with this Agreement.
 
 
 
4

 
 
16.
LIMITATION ON RECOURSE
 
16.1
Limitation
 
Notwithstanding anything else contained in this Agreement, to the extent that under the Sub-Lease there is expressed an obligation on Sub-Lessee:
 
 
(a)
to pay a sum of money on account of an obligation; or
 
 
(b)
for the performance or satisfaction of any other obligation or any liability;
 
and (in the case of clauses  16.1(a)  and 16.1(b) ) such obligation or liability is reflected in this Agreement by a corresponding obligation or liability of Lessee, Lessor hereby unconditionally agrees with Lessee that:
 
 
(i)
without prejudice to Lessee being liable, Lessor agrees that it will only have recourse against Lessee for such liability to pay such amounts and perform such obligations to the extent that such payments are actually paid or such obligations are actually performed under the Sub-Lease;
 
 
(ii)
performance by Sub-Lessee of its obligations under the Sub-Lease shall (pro tanto) discharge the matching obligations of Lessee hereunder; and
 
 
(iii)
in relation to each obligation expressed hereunder on the part of Lessee to make a payment to Lessor, Lessee's sole obligation shall be to pay to Lessor the same amount (if any) and in like funds as the amount received from Sub-Lessee under the equivalent provision in the Sub-Lease.
 
In this clause  16.1  "corresponding obligations" means obligations of a substantially similar nature covering substantially the same requirements, whether or not actually expressed in identical terms to those contained in this Agreement.
 
16.2
Overriding Provision
 
The provisions of this clause  16  override each other provision of this Agreement and each other provision is subject to the provisions of this clause  16 .  To the extent that any other such provision is inconsistent with the provisions of this clause  16 , the provisions of this clause  16  shall prevail.
 
16.3
Default by Sub-Lessee
 
Lessee shall not be deemed to have knowledge of the occurrence of any Event of Default under the Sub-Lease unless Lessee has received notice ( "Notice of Default" ) from Sub-Lessor or Sub-Lessee describing such Event of Default and expressly referring to the relevant Event of Default or otherwise has actual knowledge of any Event of Default under the Sub-Lease.  If Lessee receives such a Notice of Default, or otherwise has such actual knowledge of a default under the Sub-Lease, Lessee shall promptly give notice thereof to Lessor.
 
16.4
Exception
 
Clause  16.1  ( Limitation ) shall not apply, and Lessor shall be entitled to have unlimited recourse to Lessee, in respect of any claim of Lessor arising out of the fraud, wilful misconduct or negligence of Lessee or any misrepresentation by Lessee.
 
 
5

 
 
 
17.
MISCELLANEOUS PROVISIONS
 
17.1
Counterparts
 
This Agreement may be executed in any number of counterparts, and by each party on separate counterparts.  Each counterpart is an original, but all counterparts shall together constitute one and the same instrument.  Delivery of an executed counterpart signature page of this Agreement by e-mail (PDF) or facsimile shall be as effective as delivery of a manually executed counterpart of this Agreement.  In relation to each counterpart, upon confirmation by or on behalf of the signatory that the signatory authorises the attachment of such counterpart signature page to the final text of this Agreement, such counterpart signature page shall take effect together with such final text as a complete authoritative counterpart.
 
17.2
Variation
 
The provisions of this Agreement shall not be varied otherwise than by an instrument in writing executed by or on behalf of Lessor and Lessee.
 
17.3
Invalidity of any Provision
 
If any provision of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
 
18.
NOTICES
 
Any notice or other communication under or in connection with this Agreement will, unless otherwise stated, be given in writing by letter or facsimile or to such other address or facsimile number as the recipient may have notified to the sender at the address and facsimile number specified below in writing.  Any such notice shall be deemed effectively to be given as follows:
 
 
(a)
if by letter, on the seventh Business Day after posting; and
 
 
(b)
if by facsimile, on the Business Day immediately following despatch, provided that full transmission has been separately notified by telephone by the transmitting party.
 
The address and facsimile numbers of Lessor and Lessee are as follows:
 
Lessor:
Lombard Global Finance Company
   
 
Third Floor, Ulster Bank Group Centre
   
 
George's Quay
   
 
Dublin 2
   
 
Ireland
   
Attention:
Business Development Manager
   
Facsimile:
+353 1 643 1707
 
Lessee:
RBS Aerospace Limited
   
 
IFSC House
 
 
 
6

 
 
   
 
IFSC
   
 
Dublin 1
   
 
Ireland
   
Attention:
Head of Transaction Management
   
Facsimile:
+353 1 859 9230
 
 
19.
GOVERNING LAW AND JURISDICTION
 
19.1
Governing Law
 
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by and shall be construed in accordance with the laws of England.
 
19.2
Jurisdiction
 
For the benefit of Lessor, Lessee agrees that the courts of England are to have jurisdiction to settle any disputes in connection with this Agreement (including any non-contractual obligations arising out of or in connection with this Agreement), and Lessee submits to the jurisdiction of the courts of England in connection with this Agreement.
 
19.3
Third Parties
 
A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.
 
IN WITNESS whereof the parties hereto have executed this Agreement on the date shown at the beginning of this Agreement.
 
SIGNED on behalf of Lombard Global Finance Company
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 
 
   
SIGNED on behalf of RBS Aerospace Limited
 
     
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 
 
7

 
 
SCHEDULE 1:
 
DESCRIPTION OF AIRCRAFT
 
 
 
Aircraft
 
Manufacturer:
Empresa Brasileria de Aeronautics S.A.
   
Model:
ERJ-145MP
   
Serial Number:
145398
 
 
Engines
 
Manufacturer:
Rolls Royce
   
Model:
AE3007-A1
   
Serial Numbers:
311714 and 311715
 
 
 
 
 
8

 
 
 
SCHEDULE 2:
 
ACCEPTANCE CERTIFICATE
 
This Acceptance Certificate is delivered on the date set out below by RBS Aerospace Limited ( "Lessee" ), to Lombard Global Finance Company ( "Lessor" ), pursuant to the Aircraft Lease Agreement dated u                     2012 between Lessor and Lessee ( "Head Lease" ).  Capitalised terms used in this Certificate shall have the meanings given to such terms in the Head Lease.
 
DETAILS OF ACCEPTANCE
 
Lessee hereby confirms to Lessor that Lessee has at u                     o'clock on this u                      day of u                     2012, at u                     , accepted the following, in accordance with the provisions of the Head Lease:
 
(a)
Airframe
   
 
Aircraft Type:
Embraer ERJ-145MP
 
 
Aircraft S/N
145398
 
       
       
(b)
Engines
   
 
Engine 1 (Type and S/N)
AE3007-A1 - 311714
 
 
Engine 2 (Type and S/N)
AE3007-A1 - 311715
 
       
       
 
 
IN WITNESS WHEREOF, Lessee has, by its duly authorised representative, executed this Certificate on the date specified in paragraph 1 above.
 
 
LESSEE: RBS AEROSPACE LIMITED
 
 
By:
 
 
 
Title:
 
 

 
 
9

 
Exhibit 4.33
 

 
 
 

 
Dated 30 th June 2011
 

 

 

 
The Commissioners of Her Majesty’s Treasury
 
The Royal Bank of Scotland plc
 
and
 
The Royal Bank of Scotland Group plc
 

 

 

 
_________________________________________________
 
FOURTH SUPPLEMENTAL AGREEMENT
relating to The Royal Bank of Scotland plc’s
participation in the UK Asset Protection Scheme
_________________________________________________
 
 

 

 
Slaughter and May
One Bunhill Row
London EC1Y 8YY
(MJXT/GBC/SZYL)
 
508553482
 
 
 

 
 
 
CONTENTS
 
 
1
INTERPRETATION
3
     
2
AMENDMENT
4
     
3
REPRESENTATIONS AND WARRANTIES
6
     
4
CONDITIONS PRECEDENT
10
     
5
UNDERTAKINGS
12
     
6
COSTS AND EXPENSES
13
     
7
COUNTERPARTS
13
     
SCHEDULE 1 (New definitions to be inserted into clause 1 of the Accession Agreement)
14
     
SCHEDULE 2 (New clauses 5.26 to 5.33 of the Accession Agreement)
24
     
SCHEDULE 3 (New clause 12.6 of the Accession Agreement)
27
     
SCHEDULE 4 (Additions to schedule 4 to the Accession Agreement)
28
     
SCHEDULE 5 (New schedule 5 to the Accession Agreement)
29
     
SCHEDULE 6 (New schedule 10 to the Accession Agreement)
30
     
SCHEDULE 7 (New part 4 of appendix B to the Accession Agreement)
60

 
 

 
 
DATE: 30 th June 2011
 
PARTIES:
 
1.
The Commissioners of Her Majesty’s Treasury of 1 Horse Guards Road, London SW1A 2HQ (the “ Treasury ”);
 
2.
The Royal Bank of Scotland plc , a public limited company incorporated in Scotland with registered number SC090312, whose registered office is at 36 St Andrew Square, Edinburgh, Midlothian EH2 2YB (the “ Participant ”); and
 
3.
The Royal Bank of Scotland Group plc , a public limited company incorporated in Scotland with registered number SC045551, whose registered office is at 36 St Andrew Square, Edinburgh, Midlothian EH2 2YB (the “ Initial Parent ”).
 
BACKGROUND:
 
A.
On 19 January 2009, Her Majesty’s Government of the United Kingdom announced its intention to offer the UK Asset Protection Scheme (the “ Scheme ”).
 
B.
On 26 November 2009, the Participant agreed to participate in the Scheme pursuant to an accession agreement (the “ Accession Agreement ”) made between the Treasury, the Participant and the Initial Parent.
 
C.
On 27 August 2010, 20 December 2010 and 10 February 2011, the parties to this Agreement (the “ Parties ”) agreed to amend certain terms of the Accession Agreement and the terms and conditions of the Scheme (as such terms and conditions apply to the Participant) and the Participant agreed to enter into certain supplemental obligations pursuant to supplemental agreements between the Parties.
 
D.
The Parties have agreed further to amend the Accession Agreement and the terms and conditions of the Scheme (as such terms and conditions apply to the Participant) and the Participant has agreed to enter into certain supplemental obligations as further detailed in this Agreement.
 
IT IS AGREED:
 
1.  
INTERPRETATION
 
1.1  
In this Agreement:
 
 
(A)  
AV Asset ” has the meaning given to it in Schedule 1;
 
 
(B)  
AV Assets List ” has the meaning given to it in Schedule 1;
 
 
(C)  
AV Non-Cash Realisation ” has the meaning given to it in Schedule 1;
 
 
(D)  
Briefing Paper ” has the meaning given to it in Schedule 1;
 
 
 

 
 
 
 
(E)  
Conditions Precedent ” has the meaning given to it in Clause 4.1;
 
 
(F)  
Effective Date ” means the date the Treasury notifies the Participant in writing of it being satisfied that the Conditions Precedent have been fulfilled (or waived) in accordance with Clause 4.2;
 
 
(G)  
Participant Entities ” means the Participant and the Initial Parent; and
 
 
(H)  
Relevant Records ” has the meaning given to it in Schedule 1.
 
1.2
Capitalised terms used but not defined in this Agreement shall have the respective meanings given to them in the Accession Agreement (including on the basis set out in clause 1.1(B) of the Accession Agreement).
 
1.3
Condition 57 shall apply to this Agreement mutatis mutandis except that in this Agreement references to Clauses and Schedules are references to clauses of, and schedules to, this Agreement.
 
1.4
The Schedules form part of this Agreement.
 
1.5
This Agreement is hereby designated a Scheme Document.
 
2.
AMENDMENT
 
2.1
The Accession Agreement shall be amended with effect from and including the Effective Date by:
 
 
(A)
the insertion (in alphabetical order) of new definitions into clause 1.1(A) of the Accession Agreement, as set out in Schedule 1;
 
 
(B)
the insertion of the words “, provided that this definition shall not apply in (i) the definitions of AV Write-Off and Fully Written-Off, (ii) Schedules 4 and 10, (iii) rule 1.4 of the rules for AV Quarterly Statement Data Fields, (iv) the Scheme Principles and (v) the Simplification Supplemental Agreement“ immediately after the words “which do not form part of Covered Assets” in the definition of “write-off” in clause 1.1(A) of the Accession Agreement;
 
 
(C)
the deletion of the word “and” in paragraph (B) of clause 5.6 of the Accession Agreement;
 
 
(D)
replacing paragraph (C) of clause 5.6 of the Accession Agreement with the following: “(C) a set of rules for the Quarterly Statement Data Fields applicable to Covered Assets which are not AV Assets (as at the date of the applicable Quarterly Statement Data); and”;
 
 
(E)
the insertion of a new paragraph (D) in clause 5.6 of the Accession Agreement, immediately after paragraph (C) thereof, as follows: “(D) a set of rules for the
 
 
4

 
 
Quarterly Statement Data Fields applicable to AV Assets (as at the date of the applicable Quarterly Statement Data),”;
 
 
(F)
replacing the words “Parts 1, 2 and 3” in the ultimate line of clause 5.6 of the Accession Agreement with “Parts 1, 2, 3 and 4”;
 
 
(G)
the insertion of new clauses 5.26 to 5.33 (inclusive) into the Accession Agreement immediately after clause 5.25 thereof, as set out in Schedule 2;
 
 
(H)
the deletion in its entirety of the heading of clause 12 of the Accession Agreement and the insertion of a new heading “TRIGGERS, LOSSES, RECOVERIES, PAYMENTS AND AV ASSETS” in its place;
 
 
(I)
the insertion of a new clause 12.6 into the Accession Agreement immediately after clause 12.5 thereof, as set out in Schedule 3;
 
 
(J)
replacing the words “125 per cent. of the First Loss Amount” in clause 15.2 of the Accession Agreement with “(prior to 17 August 2012) £64,168,000,000 or (on or after 17 August 2012) £62,211,000,000”;
 
 
(K)
the addition of a new Quarterly Statement Data Field to the end of the table set out in schedule 3 to the Accession Agreement, entitled “Fully Written-Off”;
 
 
(L)
the addition of new rows to the table set out in schedule 4 to the Accession Agreement, as set out in Schedule 4;
 
 
(M)
the deletion in its entirety of schedule 5 to the Accession Agreement and the insertion of a new schedule 5, as set out in Schedule 5, in its place;
 
 
(N)
the addition of a new schedule 10 to the Accession Agreement immediately after schedule 9 thereto, as set out in Schedule 6;
 
 
(O)
the insertion of the words “relating to Covered Assets which are not AV Assets” immediately after the parentheses in the second line of rule 1.1 in of part 3 of appendix B to the Accession Agreement;
 
 
(P)
the deletion of rule 1.2 of part 3 of appendix B to the Accession Agreement (except the table set out therein) and the insertion of a new rule 1.2, as follows, in its place:
 
 
“1.2
Each Quarterly Statement Data Field falls within one (and one only) of the following categories (in these QS Data Field Rules, each a “ QS field category ”): “Trigger”, “Withdrawal”, “Loss”, “Recovery or Realisation”, “Realisation Expense”, “FX”, “Multi-Currency”, “Adjustments” and “Fully Written-Off”, as set out in the table below.”,
 
 
5

 
 
and the addition of a new row to the table set out therein with the first column thereof reading “Fully Written-Off” and the second column thereof reading “Each field in Part 10”;
 
 
(Q)
the deletion of rule 48A in its entirety from part 3 of appendix B to the Accession Agreement;
 
 
(R)
the deletion of the heading of rule 48B in part 3 of appendix B to the Accession Agreement and moving the remainder of the wording of rule 48B immediately before rule 36 in part 5 (Recovery or Realisation) of part 3 of appendix B to the Accession Agreement;
 
 
(S)
the addition of a new rule 73 to part 3 of appendix B to the Accession Agreement immediately after rule 72 thereof, as follows:
 
"Part 10 – Fully Written-Off
 
 
73.
FULLY WRITTEN-OFF
 
 
73.1
This field must be completed with N/A."; and
 
 
(T)
the insertion of a new part 4 of appendix B to the Accession Agreement immediately after part 3 thereof, as set out in Schedule 7.
 
2.2
The provisions of such new clause 12.6 of, and schedule 10 to, the Accession Agreement, including the definitions used therein, vary the Conditions and shall, for the purpose of construing references in the Scheme Documents to the Conditions, be deemed to form part of the Conditions.  References in this Clause 2.2 to the Conditions are to the Conditions as they apply in respect of the Participant and references in such new schedule 10 to the Accession Agreement to variations and amendments to the Conditions shall be construed accordingly.
 
2.3
The Accession Agreement shall, save as expressly provided in this Agreement, continue in full force and effect.
 
3.
REPRESENTATIONS AND WARRANTIES
 
General
 
3.1
Each Participant Entity represents and warrants to the Treasury on the Effective Date and on the date of this Agreement as follows:
 
 
(A)
it is a company with limited liability, duly incorporated and validly existing under the law of its jurisdiction of incorporation;
 
 
(B)
it has the power to own its assets and carry on its business as it is being conducted;
 
 
6

 
 
 
(C)
the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations, subject to any general principles of law limiting such obligations;
 
 
(D)
it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement;
 
 
(E)
the entry into and performance by it of this Agreement and the transactions contemplated by this Agreement do not conflict with (i) any Applicable Law or (ii) the constitutional documents of any member of the Participant’s Group; and
 
 
(F)
(i)
all Authorisations that are (singly or in the aggregate) material in the context of this Agreement and are required (a) to enable it lawfully to enter into, and exercise its rights and comply with its obligations pursuant to, this Agreement and (b) to make this Agreement admissible in evidence in its jurisdiction of incorporation; and
 
 
(ii)
all material Authorisations required to enable it lawfully to carry on its business,
 
have been obtained or effected and are in full force and effect and, so far as it (acting reasonably and having made all due and reasonable enquiries) is aware, there are no circumstances which might reasonably be expected to lead to any of such Authorisations being revoked, suspended, varied or refused renewal to an extent which would be, or would be reasonably likely to be, (singly or in the aggregate) material in the context of this Agreement.
 
AV Assets
 
3.2
The Participant represents and warrants to the Treasury on the Effective Date and (except in the case of paragraphs (F), (G), (H), (I)(i), (J) and (K) below) on the date of this Agreement as follows:
 
 
(A)  
the Briefing Paper was prepared in good faith;
 
 
(B)  
any factual information contained in the Briefing Paper was true and accurate in all material respects as at the date of such paper or (as the case may be) as at the date the information is expressed to be given;
 
 
(C)  
any projections and forecasts contained in the Briefing Paper were fair (as at the date of such paper), based on reasonable assumptions and arrived at after careful consideration;
 
 
(D)  
any expressions of opinion or intention contained in the Briefing Paper were fair (as at the date of such paper), based on reasonable grounds and made after careful consideration;
 
 
7

 
 
 
(E)
so far as the Participant is aware after all due and reasonable enquiry, no event or circumstance has occurred or arisen and no information has been omitted from the Briefing Paper and no information has been given or withheld that results in the information, projections, forecasts, opinions or intentions contained in the Briefing Paper being untrue or misleading in any material respect;
 
 
(F)
one or more of the following have been informed of, and briefed in reasonable detail in relation to, Simplification, this Agreement and the Briefing Paper:
 
 
(i)
the board of directors of the Initial Parent;
 
 
(ii)
the Initial Parent’s audit committee; and
 
 
(iii)
another duly appointed and authorised sub-committee of the board of directors of the Initial Parent,
 
in each case before the Effective Date;
 
 
(G)  
this Agreement and the Briefing Paper have been approved by:
 
 
(i)
the SOC (subject to such amendments as Mr Bruce van Saun, referred to in sub-paragraph (ii) below, shall consider fit); and
 
 
(ii)
Mr Bruce van Saun, being (a) a director of the Initial Parent, (b) the Initial Parent’s chief financial officer and (c) a member of the Initial Parent’s audit committee,
 
in each case before the Effective Date;
 
 
(H)
the AV Assets List was true and accurate in all material respects as at the date of such list;
 
 
(I)
no member of the Participant’s Group has, during the period from and including 1 January 2009 (or, in the case of individual asset level impairments, during the period from and including 31 December 2010), treated (for the purposes of the Relevant Records, in recording risk classifications, in recording and calculating individual asset level write-offs, individual asset level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and in performing currency conversions):
 
 
(i)  
assets and exposures which form part the Covered Assets (or Non-Cash Realisations) which become AV Assets (or AV Non-Cash Realisations, as the case may be) upon the coming into effect of the Simplification Amendments differently from assets and exposures which do not form part of such Covered Assets (or such Non-Cash Realisations) by reason of the former’s status as forming part of such
 
 
8

 
 
Covered Assets (or such Non-Cash Realisations, as the case may be), which status shall not be a relevant consideration in determining such treatment; or
 
 
(ii)
assets and exposures which form part of Covered Assets (or Non-Cash Realisations) differently from assets and exposures which do not form part of Covered Assets (or Non-Cash Realisations) by reason of the former’s status as forming part of Covered Assets (or Non-Cash Realisations, as the case may be), which status shall not be a relevant consideration in determining such treatment;
 
 
(J)
each member of the Participant’s Group has, during the period from and including 1 January 2009 (or, in the case of individual asset level impairments, during the period from and including 31 December 2010), in respect of the Covered Assets (and Non-Cash Realisations) which become AV Assets (or AV Non-Cash Realisations, as the case may be) upon the coming into effect of the Simplification Amendments and for the purposes of the Relevant Records:
 
 
(i)
recorded risk classifications in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied);
 
 
(ii)
recorded and calculated individual asset level write-offs:
 
 
(a)
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied); and
 
 
(iii)
recorded and calculated individual asset level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and performed currency conversions in each case:
 
 
(a)
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
 
(K) (i)
the Participant’s Group’s accounting policies applicable to its ordinary business practices, in each case from time to time, for recording and calculating (for the purposes of the Relevant Records) individual asset level write-offs and individual asset level impairments in respect of assets and exposures which are loans and are classified for accounting purposes as “loans and receivables” have at all times during the period from and including 1 January 2009 (or, in the case of individual asset level impairments, during the period from and including 31 December 2010) required, in respect of the Covered Assets (and Non-Cash Realisations) which become AV Assets (or AV Non-Cash Realisations, as the case may be) upon the coming into effect of the Simplification Amendments, the amount of the applicable write-off or impairment to be calculated (whether by systems-based or manual processes) using a discount rate based on the applicable asset or exposure’s original effective interest rate; and
 
 
9

 
 
from and including 1 January 2009 (or, in the case of individual asset level impairments, during the period from and including 31 December 2010) required, in respect of the Covered Assets (and Non-Cash Realisations) which become AV Assets (or AV Non-Cash Realisations, as the case may be) upon the coming into effect of the Simplification Amendments, the amount of the applicable write-off or impairment to be calculated (whether by systems-based or manual processes) using a discount rate based on the applicable asset or exposure’s original effective interest rate; and
 
 
(ii)
such method of calculation has substantially the same effect (on the amount of the applicable write-off or impairment) as ensuring there is recorded in the Relevant Records an accounting non-accrual marker in respect of the applicable asset or exposure before or at the same time as such asset or exposure becomes the subject of an individual asset level write-off or individual asset level impairment.
 
3.3
The representations and warranties set out in Clause 3.2 shall be deemed to be Representations (as defined in the Conditions) for the purpose only of construing the reference to Representations in Condition 33.1(C).
 
3.4
The representations and warranties set out in paragraphs (I), (J) and (K) of Clause 3.2 shall be deemed to form part of the Asset Management Conditions (as defined in the Conditions) for the purposes only of construing the references to the Asset Management Conditions in Conditions 15.2(P), 19.1(F), 20.5 and 32.3(C).
 
4.
CONDITIONS PRECEDENT
 
4.1
It shall be a condition precedent to the effectiveness of Clause 2.1 that the conditions set out in Clause 4.4 (the “ Conditions Precedent ”) shall have been fulfilled to the satisfaction of the Treasury (or waived in its sole discretion).
 
4.2
The Treasury shall, as soon as reasonably practicable, notify the Participant upon it being satisfied that the Conditions Precedent have been fulfilled (or waived).  Such notification shall be conclusive evidence of fulfilment (or waiver) of the Conditions Precedent but shall not otherwise constitute any waiver, agreement or consent.
 
4.3
If any of the Conditions Precedent shall not have been fulfilled (or waived) on or before the date that is 20 Business Days (or such other period as may be agreed in writing between the Parties) after the date of this Agreement, this Agreement shall terminate with immediate effect.  The Parties acknowledge and agree that if this Agreement is terminated pursuant to this Clause 4.3, the amendments and variations referred to in Clause 2.1 shall not take effect.
 
4.4
The Conditions Precedent are as follows:
 
 
(A)
the receipt by the Treasury of:
 
 
10

 
 
 
(i)
(a)
a copy of a resolution of the board of directors of the Participant which approves and authorises the Participant to execute, and perform its obligations under, this Agreement; or
 
 
(b)
a copy of an alternative corporate authority of the Participant; and
 
 
(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the Participant certifying that, so far as he or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i)(a) above or (i)(b) above (as the case may be) is a true, complete and accurate copy of the original and in full force and effect,
 
in each case in form and substance satisfactory to the Treasury;
 
 
(B)
the receipt by the Treasury of:
 
 
(i)
(a)
a copy of a resolution of the board of directors of the Initial Parent which approves and authorises the Initial Parent to execute, and perform its obligations under, this Agreement; or
 
 
(b)
a copy of an alternative corporate authority of the Initial Parent; and
 
 
(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the Initial Parent certifying that, so far as he or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i)(a) above or (i)(b) above (as the case may be) is a true, complete and accurate copy of the original and in full force and effect,
 
in each case in form and substance satisfactory to the Treasury;
 
 
(C)
the receipt by the Treasury of a list, which may be in the form of an electronic data file, stated as at 31 March 2011 of the Covered Assets which become AV Assets (identifying which of those Covered Assets become Modified Trigger AV Assets) upon the coming into effect of the Simplification Amendments, in form and substance satisfactory to the Treasury;
 
 
(D)
the receipt by the Treasury of:
 
 
(i)
a copy of a letter from the Participant to the FSA informing the FSA of the amendments to the Accession Agreement and the terms and conditions of the Scheme (as such terms and conditions apply to the Participant) detailed in this Agreement; and
 
 
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(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the Participant certifying that, so far as he or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i) above is a true, complete and accurate copy of the original,
 
in each case in form and substance satisfactory to the Treasury; and
 
 
(E)
the receipt by the Treasury of:
 
 
(i)
evidence of one or more of the following having been informed of, and briefed in reasonable detail in relation to, Simplification, this Agreement and the Briefing Paper:
 
 
(a)
the board of directors of the Initial Parent;
 
 
(b)
the Initial Parent’s audit committee; and
 
 
(c)
another duly appointed and authorised sub-committee of the board of directors of the Initial Parent; and
 
 
(ii)
evidence of the SOC having approved this Agreement and the Briefing Paper (subject to such amendments as Mr Bruce van Saun, referred to in Clause 3.2(G)(ii) above, shall consider fit),
 
in each case in form and substance satisfactory to the Treasury.
 
5.
UNDERTAKINGS
 
Extended Protection Assets
 
5.1
The Treasury and the Participant shall, from and including the date of this Agreement, participate in good faith discussions with each other in order to agree as soon as reasonably practicable the terms upon which Conditions 6.36 to 6.42 are to be varied (retrospectively in the case of any existing Extended Protection Assets) in relation to AV Assets (and Unprotected Assets, not being AV Assets, where the Related Triggered Asset is an AV Asset), consistent with sub-paragraphs (i) and (ii) of the new Scheme Principle (A1) set out in paragraph 1 of Schedule 6.
 
Refinancings and restructurings
 
5.2
The Treasury and the Participant shall, from and including the date of this Agreement and to but excluding the date that is 90 days (or such other period as may be agreed in writing between the Treasury and the Participant) after the Effective Date, participate in good faith discussions with each other in order to agree as soon as reasonably practicable:
 
 
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(A)
a replacement for, or refinements or other amendments to, the provisions set out in paragraphs 6.8 and 6.9 of Schedule 6;
 
 
(B)  
a consequential replacement for, or consequential refinements or other amendments to, the new Scheme Principle (B1) set out in paragraph 1 of Schedule 6;
 
 
(C)  
amendments to the provisions set out in paragraph 14 of Schedule 6 (in so far as they relate to such new Scheme Principle (B1)); and
 
 
(D)  
replacements for, or refinements or other amendments to, any related provisions dealing with the provision of information or data,
 
in each case consistent with sub-paragraphs (i) and (ii) of the new Scheme Principle (A1) set out in paragraph 1 of Schedule 6.
 
Information
 
5.3  
The Participant shall provide to the Treasury such Information as is required by the Treasury in connection with or relating to Clauses 5.1 and 5.2.
 
6.  
COSTS AND EXPENSES
 
6.1  
The Participant acknowledges and agrees for the purpose of Condition 9.10 that the costs and expenses incurred by the Treasury, the Treasury Solicitor and any other Government Entity arising out of or in connection with the negotiation, preparation, execution and carrying into effect of this Agreement are Management and Administration Costs.
 
6.2  
In this Clause 5, “ costs and expenses ” shall have the meaning given to it in Condition 9.2.
 
7.  
COUNTERPARTS
 
Clause 23 of the Accession Agreement shall apply to this Agreement mutatis mutandis .
 
 
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SCHEDULE 1
( New definitions to be inserted into clause 1 of the Accession Agreement )
 
" Adjusted Trigger Date " means, in respect of a Triggered AV Asset:
 
(A)
if such Triggered Asset is a Modified Trigger AV Asset and the Trigger Date is determined pursuant to paragraph 3.5 of Schedule 10, the last day of the calendar month immediately preceding the calendar month during which the Cover Termination Date falls; and
 
(B) 
otherwise, the Trigger Date;
 
" AV " means (subject, for the avoidance of doubt, to paragraph 6.9 of Schedule 10 and subject, in the case of a Derivative Agreement within the “Derivative” Covered Asset Class, to paragraph 6.3 of Schedule 10), in respect of an AV Asset, on any day (the " relevant day ") a sterling amount (which may be negative) determined as follows:
 
A + B + C + D
 
without double counting, where:
 
A
is the aggregate AV Write-Off to which that AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset) is subject as at the relevant day after taking into account all increases and reductions in (or reversals, in whole or in part, of) the aggregate AV Write-Off to which that AV Asset (or AV Non-Cash Realisation, as the case may be) is subject occurring on or before the relevant day
 
B
is the aggregate AV Impairment to which that AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset) is subject as at the relevant day after taking into account all increases and reductions in (or reversals, in whole or in part, of) the aggregate AV Impairment to which that AV Asset (or AV Non-Cash Realisation, as the case may be) is subject occurring on or before the relevant day
 
is:
 
 
(i)
in respect of an AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset), which AV Asset (or AV Non-Cash Realisation, as the case may be), as at the relevant day, is accounted for as "fair value through profit or loss" and is not, and has not been, a Derivative Agreement within the "Derivative" Covered Asset Class, its AV(MtM) on the relevant day;
 
 
(ii)
in respect of an AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset), which AV Asset (or AV Non-Cash Realisation, as the case may be), as at the relevant day, has been, but is no longer, accounted for as "fair value through profit or loss" and is not, and has not been, a Derivative Agreement within the "Derivative" Covered Asset Class, its AV(MtM) on the most recent day as at which such AV Asset (or AV Non-Cash Realisation, as the case may be) was accounted for as "fair value through profit or loss"; and
 
 
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(iii) 
otherwise, zero
 
D
is the aggregate Credit Value Adjustment to which that AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset) is subject as at the relevant day after taking into account all increases and reductions in (or reversals, in whole or in part, of) the aggregate Credit Value Adjustment to which that AV Asset (or AV Non-Cash Realisation, as the case may be) is subject occurring on or before the relevant day,
 
provided that, if the Relevant Records Currency of an amount (the " relevant amount ") referred to above in this definition is not sterling then, for the purpose of determining such AV, the relevant amount shall be converted into sterling at the rate used, as at the relevant day, by the Participant's Group to convert, in accordance with IFRS, the relevant amount into sterling for the purpose of preparing the consolidated accounts of the Participant's Group;
 
" AV Asset " means, subject to paragraphs 10.1, 10.2, 12.14 and 12.17 of Schedule 10 (including where paragraphs 12.14 and 12.17 of Schedule 10 apply as a result of paragraph 11.4 of Schedule 10), and to any agreement in writing between the Treasury and the Participant reached pursuant to paragraph 10.5 or 11.3 of Schedule 10, a Covered Asset which is:
 
(A)
(i)
within the Global Banking Markets Division of the Participant's Group; and
 
 
(ii) 
not within the Participant's Group's structured credit portfolio; or
 
(B)
within the Corporate and Commercial Business of the Corporate Banking Division of the Participant's Group;
 
AV Assets List ” means the list, which may be in the form of an electronic data file, stated as at 31 March 2011 of the Covered Assets which become AV Assets (identifying which of those Covered Assets become Modified Trigger AV Assets) upon the coming into effect of the Simplification Amendments, which is in the form designated in writing by or on behalf of the Treasury and the Participant as such for the purpose of the Simplification Supplemental Agreement;
 
AV Cap ” means, in respect of a Triggered AV Asset, on any day (the “ relevant day ”):
 
(A)
if the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008) is greater than the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008), a sterling amount equal to the lesser of:
 
 
(i)
an amount determined as follows:
 
 
(A / B) x C
 
 
where:
 
 
A
is the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008)
 
 
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B
is the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008)
 
 
C
is the greater of zero and the Haircut AV on the relevant day; and
 
 
(ii)
the Sterling Equivalent (the Exchange Date being the Adjusted Trigger Date or, if later, 31 December 2008) of the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008); or
 
(B)
if the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008) is equal to or less than the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008), an amount equal to the Sterling Equivalent (the Exchange Date being the Adjusted Trigger Date or, if later, 31 December 2008) of the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008);
 
AV Floor ” means, in respect of a Triggered AV Asset, on any day (the “ relevant day ”):
 
(A)
if the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008) is greater than the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008), a sterling amount determined as follows:
 
 
(A / B) x C
 
 
where:
 
 
A
is the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008)
 
 
B
is the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008)
 
 
C
is the lesser of zero and the Haircut AV on the relevant day; and
 
(B)
if the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008) is equal to or less than the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008), the lesser of zero and the Haircut AV on the relevant day;
 
" AV Impaired Asset " means a Modified Trigger AV Asset which is the subject of an AV Write-Off and/or an AV Impairment;
 
" AV Impairment " means an individual asset level impairment (which is not a collective or portfolio level impairment):
 
(A)
denominated in the Relevant Records Currency;
 
 
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(B)
recorded against the value of the applicable AV Asset (or AV Non-Cash Realisation, as the case may be) in the Relevant Records;
 
(C)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
(D)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
" AV(MtM) " means, in respect of an AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset), on any day (the " relevant day ") an amount (which may be negative) determined as follows:
 
A - B
 
where:
 
A
is the Base Value of that AV Asset (or AV Non-Cash Realisation, as the case may be) on the relevant day
 
B
is the Clean Balance Sheet Value of that AV Asset (or AV Non-Cash Realisation, as the case may be) on the relevant day;
 
AV Non-Cash Realisation ” means, in respect of a Triggered AV Asset, a Non-Cash Realisation which:
 
(A) 
is with respect to that Triggered AV Asset; and
 
(B) 
has a Non-Cash Realisation Date falling on or after the Trigger Date,
 
and then only if and to the extent such Non-Cash Realisation replaces all or part of the assets and exposures (the “ relevant assets and exposures ”) comprising that Triggered AV Asset, including in the sense of the Non-Cash Realisation:
 
(i)
arising in consideration of, or resulting from, the extinguishment of all or part of the relevant assets and exposures;
 
(ii)
arising pursuant to the enforcement of, or the appropriation of assets held under, any security or collateral arrangements under the agreements or instruments relating (or to the extent relating) to the relevant assets and exposures; or
 
(iii) 
arising pursuant to Condition 7.3;
 
" AV Percentage " means, in respect of an AV Asset:
 
(A)
if the AV Asset is within the Global Banking Markets Division of the Participant's Group, 99.9 per cent.; and
 
 
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(B)
if the AV Asset is within the Corporate and Commercial Business of the Corporate Banking Division of the Participant's Group, 98.5 per cent.;
 
AV Trigger ” means:
 
(A)
in respect of a Modified Trigger AV Asset:
 
 
(i)
which is a Derivative Agreement within the “Derivative” Covered Asset Class; or
 
 
(ii)
which:
 
 
(a)
is not a Derivative Agreement within the “Derivative” Covered Asset Class; and
 
 
(b) 
is accounted for as “fair value through profit or loss”,
 
that such Modified Trigger AV Asset becomes a Defaulted Asset; and
 
(B) 
in respect of a Modified Trigger AV Asset which:
 
 
(i) 
is not a Derivative Agreement within the “Derivative” Covered Asset Class; and
 
 
(ii)
is classified for accounting purposes as “available for sale” or “loans and receivables”,
 
that such Modified Trigger AV Asset becomes an AV Impaired Asset,
 
provided that if such Modified Trigger AV Asset:
 
(1)
is a Defaulted Asset or an AV Impaired Asset (as applicable) on any day falling before 31 December 2010; and
 
(2)
is not a Defaulted Asset or an AV Impaired Asset (as applicable) on 31 December 2010,
 
then the AV Trigger will not occur in respect of such Modified Trigger AV Asset unless and until it becomes a Defaulted Asset or an AV Impaired Asset (as applicable) on a day falling after 31 December 2010;
 
" AV Write-Off " means an individual asset level write-off:
 
(A)
denominated in the Relevant Records Currency;
 
(B)
recorded against the applicable AV Asset (or AV Non-Cash Realisation, as the case may be) in the Relevant Records;
 
(C)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
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(D)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied);
 
Base Value ” means, on any day (the “ relevant day ”):
 
(A)
in respect of an AV Asset (or AV Non-Cash Realisation, as the case may be) which is (or to the extent it is) a loan, bond, note or other debt funding, which loan, bond, note or other debt funding arises before the occurrence of a Trigger in respect of the AV Asset, the par value (after taking into account all redemptions and repayments occurring on or before the relevant day), denominated in the Relevant Records Currency, of such AV Asset (or AV Non-Cash Realisation, as the case may be); and
 
(B)
in respect of an AV Asset (or AV Non-Cash Realisation, as the case may be) which is not (or to the extent it is not) a loan, bond, note or other debt funding, which loan, bond, note or other debt funding arises before the occurrence of a Trigger in respect of the AV Asset, the balance sheet value, denominated in the Relevant Records Currency, at which such AV Asset (or AV Non-Cash Realisation, as the case may be) was initially recognised in the Relevant Records,
 
in each case:
 
(i)
as recorded in the Relevant Records;
 
(ii)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
(iii)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
Briefing Paper ” means the paper entitled “HMT Briefing Paper” together with any schedules, annexes and appendices thereto, which is in the form designated in writing by or on behalf of the Treasury and the Participant as such for the purpose of the Simplification Supplemental Agreement;
 
" Clean Balance Sheet Value " means:
 
(A)
in respect of an AV Asset (or AV Non-Cash Realisation, as the case may be) which is (or to the extent it is) an interest bearing loan, bond, note or other debt funding, the balance sheet value calculated using the clean price, denominated in the Relevant Records Currency, of such AV Asset (or AV Non-Cash Realisation, as the case may be); and
 
(B)
in respect of an AV Asset (or AV Non-Cash Realisation, as the case may be) which is not (or to the extent it is not) an interest bearing loan, bond, note or other debt funding, the fair value, denominated in the Relevant Records Currency, of such AV Asset (or AV Non-Cash Realisation, as the case may be),
 
in each case:
 
 
19

 
 
(i)
as recorded in the Relevant Records;
 
(ii)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
(iii)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
" Collared Haircut AV " means, in respect of a Triggered AV Asset, on any day (the " relevant day "):
 
(A)
if its Haircut AV on the relevant day is greater than the AV Cap on the relevant day, the AV Cap on the relevant day;
 
(B)
if its Haircut AV on the relevant day is less than the AV Floor on the relevant day, the AV Floor on the relevant day; and
 
(C)
otherwise, its Haircut AV on the relevant day;
 
Covered Amount Proxy ” means:
 
(A) 
if the Participant can readily determine the Covered Amount, the Covered Amount; and
 
(B) 
if the Participant cannot readily determine the Covered Amount:
 
 
(i) 
the Covered Amount;
 
or (at the Participant’s option, provided that in respect of a given AV Asset such option is exercised consistently for the purposes of the AV Cap, the AV Floor and paragraphs 5.3 and 6.1 of Schedule 10)
 
 
(ii)
the Covered Amount calculated on the bases set out in sub-paragraphs (i) to (iii) of rule 15.1 of the Data Field Rules for the Quarterly Statement Data Fields, as if references therein to “Initial Event Date” were replaced with references to “Trigger Date”;
 
" Credit Value Adjustment " means an individual asset level credit value adjustment:
 
(A)
denominated in the Relevant Records Currency;
 
(B)
recorded against the applicable AV Asset (or AV Non-Cash Realisation, as the case may be) in the Relevant Records;
 
(C)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
(D)
recorded and calculated in accordance with the accounting policies from time to time of the Participant's Group (consistently applied) in a manner consistent with IFRS;
 
 
20

 
 
Defaulted Asset ” means a Modified Trigger AV Asset in respect of which there is recorded in the Relevant Records a risk classification of PD=1 (or any other risk classification which in the Relevant Records denotes “default” within the meaning of section 4.3 of BIPRU) in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied);
 
Economic Non-Equivalence ” means:
 
(A)
a material increase or reduction in the credit protection provided by the Treasury to the Participant under the Scheme, assessed over the life of the Scheme;
 
(B)
a material change in the economic effect for the Treasury or the Participant of the Participant’s participation in the Scheme, assessed over the life of the Scheme; and/or
 
(C)
a material increase or reduction in the capital benefit provided to the Participant under the Scheme,
 
in respect of:
 
(i) 
a particular AV Asset;
 
(ii)
any group of AV Assets (which group may or may not comprise a Covered Asset Class or be otherwise related); or
 
(iii) 
all the AV Assets,
 
arising out of Simplification;
 
Fully Written-Off ” means, with respect to an AV Asset, that such AV Asset has been written-off in full at an individual asset level, and is therefore no longer included as a balance sheet item in the Relevant Records;
 
" Haircut AV " means, in respect of an AV Asset, on any day (the " relevant day "):
 
(A)
if its AV on the relevant day is greater than zero, its AV on the relevant day multiplied by the applicable AV Percentage; and
 
(B) 
otherwise, its AV on the relevant day;
 
Haircut Outstanding Amount ” means, in respect of an AV Asset, on any day (the “ relevant day ”):
 
(A)
(if the AV Asset is a Derivative Agreement within the “Derivative” Covered Asset Class) the Outstanding Amount of that AV Asset on the relevant day multiplied by the applicable AV Percentage; and
 
(B)
(in any other case):
 
 
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(i)
the Outstanding Amount of that AV Asset on the relevant day multiplied by the applicable AV Percentage;
 
or (at the Participant’s option, provided that in respect of a given AV Asset such option is exercised consistently for the purposes of the AV Cap, the AV Floor and paragraph 5.3 of Schedule 10)
 
 
(ii)
the amount sourced from the Participant’s Group’s internal systems representing the outstanding balance of that AV Asset (which may include any interest, fee, premium or other non-principal sum which has accrued or is payable in respect of that AV Asset) on the relevant day multiplied by the applicable AV Percentage;
 
In-AV Realisation ” means, in respect of an AV Asset, a Realisation in respect of that AV Asset to the extent such Realisation continues (or, in the case of a Realisation arising pursuant to Condition 6.15(A), 7.8(ii), 7.8(vii), 7.22 or 7.28, the circumstances giving rise to such Realisation continue) to be taken into account in its AV from time to time (in the sense of the AV continuing to be correspondingly lower than it would have been in the absence of such Realisation or circumstances, as applicable);
 
Modified Trigger AV Asset ” means an AV Asset which is not a Long Dated Asset;
 
Non-Cash Realisation Date ” means, with respect to a Non-Cash Realisation, the date on which that Non-Cash Realisation is made, realised, received, recovered or derived;
 
Non-Equivalence ” means Economic Non-Equivalence and/or Step-In Non-Equivalence;
 
Relevant Records ” means the records maintained in accordance with Applicable Law and used by the Participant’s Group for the purpose of preparing the consolidated accounts of the Participant’s Group in accordance with IFRS;
 
" Relevant Records Currency " means the currency in which the applicable AV Write-Off, AV Impairment, Base Value, Clean Balance Sheet Value or Credit Value Adjustment is recorded in the Relevant Records;
 
Reporting Holiday End Date ” means the earlier of:
 
(A)
the first Quarter Date (in respect of a Quarter for which a Quarterly Statement has been delivered) as at which aggregate Losses net of all Recoveries in respect of the entire Covered Assets exceed £50,000,000,000; and
 
(B) 
31 March 2016;
 
Reporting Holiday Realisation ” means a Realisation which:
 
(A)
is in respect of an AV Asset not within the Global Restructuring Group business unit of the Participant’s Group; or
 
 
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(B)
(i)
is in respect of an AV Asset within the Global Restructuring Group business unit of the Participant’s Group; and
 
 
(ii)
(a)
arises under Condition 7.8(B);
 
 
(b)
arises under Condition 7.8(C);
 
 
(c)
is a Cash Realisation in respect of an AV Asset with a Cash Realisation Date falling after the first day on which that AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset) has been Fully Written-Off in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); or
 
 
(d)
is a Cash Realisation in respect of an AV Asset with a Cash Realisation Date falling after the first day which is after the Trigger Date and on which its AV is equal to or less than zero;
 
Simplification ” means the coming into effect of clause 2.1 of the Simplification Supplemental Agreement and the implementation of the provisions set out in schedule 6 to the Simplification Supplemental Agreement;
 
" Simplification Amendments " means the amendments set out in clause 2.1 of the Simplification Supplemental Agreement;
 
Simplification Quarterly Statement ” has the meaning given to it in paragraph 9.2 of Schedule 10;
 
Simplification Supplemental Agreement ” means the supplemental agreement dated on or around 24 June 2011 and made between the parties to this Agreement, pursuant to which, in connection with a proposal to more closely align the calculations of Losses and Recoveries with the Participant’s accounting processes, the parties to this Agreement agreed to amend certain terms of this Agreement and the Conditions (as such Conditions apply to the Participant) and the Participant agreed to enter into certain supplemental obligations;
 
Step-In Non-Equivalence ” means a change in the occurrence or timing of any Step-In Trigger in respect of:
 
(A)
any group of Covered Assets comprising a Covered Asset Class; or
 
(B) 
all the Covered Assets,
 
arising out of Simplification;
 
Triggered AV Asset ” means an AV Asset which is a Triggered Asset;
 
 
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SCHEDULE 2
(New clauses 5.26 to 5.33 of the Accession Agreement)
 

 
Recoveries or Realisations with respect to Related Junior Assets
 
5.26
The Participant shall not be required to include as part of any Quarterly Statement Data in respect of any Quarter ending on or before 31 December 2010 any information relating to Recoveries or Realisations (whether or not any such Realisations are Cash Realisations) with respect to, resulting from or arising out of any Related Junior Asset in respect of any Triggered Asset.
 
5.27
The Participant shall not be required to include as part of any Quarterly Statement Data in respect of any Quarter ending after 1 January 2011 any information relating to Recoveries or Realisations (whether or not any such Realisations are Cash Realisations) with respect to, resulting from or arising out of any Related Junior Asset in respect of a Triggered Asset which is allocated either to the “Consumer Finance” or the “Residential Mortgage” Covered Asset Class.
 
5.28
The Participant shall be required to include in any Quarterly Statement Data in respect of any Quarter ending after 1 January 2011, information relating to Recoveries or Realisations (whether or not any such Realisations are Cash Realisations) with respect to, resulting from or arising out of any Related Junior Asset in respect of a Triggered Asset which is allocated to a Covered Asset Class other than the “Consumer Finance” and the “Residential Mortgage” Covered Asset Classes only if:
 
 
(A)  
there has been, since 1 January 2011, a full or partial write-off in respect of such Triggered Asset;
 
 
(B)  
the aggregate amount of all write-offs that are determined by the Participant’s Group as at the time of the determination of the write-off referred to in sub-paragraph (A) above in respect of:
 
 
(i)  
such Triggered Asset; and
 
 
(ii)  
any and all other assets and exposures which, at the time of the write-off in respect of the relevant Triggered Asset, are connected to such Triggered Asset
 
exceeds £50,000,000 (fifty million pounds); and
 
 
(C)  
the Recoveries or Realisations were made, realised, received, recovered or derived on or prior to the date on which the write-off referred to in sub-paragraph (A) above was recorded in the accounts of the relevant Covered Entity,
 
and the assessment of whether an asset or exposure is a Related Junior Asset in respect of any Triggered Asset shall be determined as at the time of the write-off
 
 
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referred to in sub-paragraph (A) above solely by reference to the rights attaching to such asset or exposure, and the relevant Covered Asset, at such time.
 
5.29
For the purpose of applying the threshold in Clause 5.28(B) above, where the amount of a write-off in respect of a Triggered Asset or an asset or exposure connected to a Triggered Asset is denominated in any Other Currency, such amount shall be converted into sterling using a market rate as reasonably determined by the Participant based on its ordinary course business and banking policies, practices and procedures consistently applied.
 
5.30
For the purpose of Clauses 5.28 and 5.29 above, an asset or exposure shall be deemed to be “connected” to a Triggered Asset if it is an asset or exposure of any person falling within paragraph (A) or (C) of the definition of Applicable Entity in respect of which the credit limit, credit line or trading line (or equivalent) in respect of a Counterparty is aggregated with the credit limit, credit line or trading line (or equivalent) of a Counterparty in respect of such Triggered Asset pursuant to the Credit Aggregation Policy, or would be so aggregated if the Credit Aggregation Policy were to be consistently applied between Protected Assets and assets and exposures that do not comprise Protected Assets, and an asset or exposure of any person falling within paragraph (A) or (C) of the definition of Applicable Entity in respect of which any Counterparty (or any Group Member of a Counterparty) is also a Counterparty (including an Obligor) in respect of such Triggered Asset shall be deemed to be connected to such Triggered Asset.
 
5.31
Clauses 5.26 to 5.30 (inclusive) above shall apply solely to Covered Assets which are not AV Assets (as at the date of the applicable Quarterly Statement Data).
 
Additional Reporting to be provided with Post-Accession Data
 
5.32
Each time when the Participant delivers Post-Accession Data to the Treasury in accordance with the Data Field Rules, the Participant shall also deliver to the Treasury a supplementary file (the “ Simplification Supplementary File ”) for the purpose of identifying Covered Assets which are subject to Simplification and the AV QS Data Field Rules.
 
Such Simplification Supplementary File shall identify Covered Assets which are subject to Simplification and the AV QS Data Field Rules by using the following codes:
 
 
(A) 
“Y” - in scope of simplified rules; or
 
 
(B) 
“N/A” - out of scope of simplified rules.
 
5.33
Each time when the Participant delivers Post-Accession Data to the Treasury in accordance with the Data Field Rules, the Participant shall identify all Covered Assets that are overdrafts and overdrafts within Multiple Option Facilities (“ MOFs ”) by using the following codes:
 
 
(A) 
“Y” - Covered Asset is an overdraft; or
 
 
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(B)  
“M” - Covered Asset has an overdraft within a MOF; or
 
 
(C)  
“N/A” - No overdraft.
 
 
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SCHEDULE 3
 
( New clause 12.6 of the Accession Agreement )
 
AV Assets
 
12.6
The provisions of Schedule 10 shall apply (to the extent and on the terms set out therein).
 

 
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SCHEDULE 4
( Additions to schedule 4 to the Accession Agreement )
 
Specified Obligation
Whether capable of being remedied
 
Paragraph 6.5(A) of Schedule 10 – Not to treat assets and exposures which form part of AV Assets and AV Non-Cash Realisations (or Covered Assets and Non-Cash Realisations) differently from assets and exposures which do not form part of AV Assets and AV Non-Cash Realisations (or Covered Assets and Non-Cash Realisations, as applicable)
 
Yes
Paragraph 6.5(B) of Schedule 10 – To record risk classifications, record and calculate individual asset level write-offs, individual asset level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and perform currency conversions in a particular manner
 
Yes
Paragraph 6.5(C) of Schedule 10 – To ensure the Participant’s Group’s accounting policies require individual asset level write-offs and individual asset level impairments to be calculated in a particular manner and to ensure such calculation has a particular effect
 
Yes
Clause 3.2(I) of the Simplification Supplemental Agreement – Representation and warranty as to not treating assets and exposures which form part of AV Assets and AV Non-Cash Realisations (or Covered Assets and Non-Cash Realisations) differently from assets and exposures which do not form part of AV Assets and AV Non-Cash Realisations (or Covered Assets and Non-Cash Realisations, as applicable)
 
Yes
Clause 3.2(J) of the Simplification Supplemental Agreement – Representation and warranty as to recording risk classifications, recording and calculating individual asset level write-offs, individual asset level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and performing currency conversions in a particular manner
 
Yes
Clause 3.2(K) of the Simplification Supplemental Agreement – Representation and warranty as to the Participant’s Group’s accounting policies requiring individual asset level write-offs and individual asset level impairments to be calculated in a particular manner and as to such calculation having a particular effect
 
Yes

 
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SCHEDULE 5
( New schedule 5 to the Accession Agreement )
 
SCHEDULE 5
( Step-In Threshold Amounts )
 
Covered Asset Class or group of Covered Assets
 
Step-In Threshold Amount (£)
Residential Mortgage
 
4,070,977,735
Consumer Finance
 
13,276,307,665
Bond
 
330,251,254
Loan
 
15,248,742,136
Lease Finance
 
600,000,000
Project Finance
 
159,583,541
Leveraged Finance
 
7,010,008,394
Commercial Real Estate Finance
 
6,275,734,366
Structured Finance
11,447,289,719 (prior to 17 August 2012) 9,490,488,057 (on or after 17 August 2012)
 
Derivative
 
5,749,035,569

 
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SCHEDULE 6
( New schedule 10 to the Accession Agreement )
 
SCHEDULE 10
( AV Assets )
 
1.  
SCHEME PRINCIPLES
 
The Scheme Principles shall be amended by:
 
 
(A)  
the insertion of a new Scheme Principle (A1) immediately after Scheme Principle (A), as follows:
 
 
“(A1)
Subject to rules providing for reinstatement in specified circumstances of the rules applicable to covered assets generally, covered assets within the Participant’s group’s Global Banking Markets Division (other than those within its structured credit portfolio) or the Corporate and Commercial Business of the Participant’s group’s Corporate Banking Division (“ AV assets ”) have become the subject of “ simplification rules ” which are intended to simplify the application of the Scheme to AV assets.  It is intended that:
 
 
(i)  
save as expressly provided in the simplification rules, the application of the Scheme to the AV assets should be consistent with the application of the Scheme to the other covered assets; and
 
 
(ii)  
the introduction and implementation of the simplification rules should not give rise to any change in the economic effect for the Treasury or the Participant of the Participant’s participation in the Scheme, assessed over the life of the Scheme.”;
 
 
(B)  
replacing the words “Scheme Principle (E)” in Scheme Principle (B) with the words “Scheme Principles (E), (F) and (F1)” and the insertion of a new Scheme Principle (B1) immediately after Scheme Principle (B), as follows:
 
 
“(B1)
There are specific simplification rules setting out the treatment of an AV Asset in respect of which there is a refinancing or debt restructuring occurring after the date on which a trigger (as described in Scheme Principles (E), (F) and (F1)) has occurred with respect to it.”;
 
 
(C)  
replacing the words “Scheme Principles (H), (I) and (J)” in Scheme Principle (E) with the words “Scheme Principles (H), (I), (I4) and (J)”;
 
 
(D)  
the insertion of a new Scheme Principle (F1) immediately after Scheme Principle (F), as follows:
 
 
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“(F1)
Pursuant to the simplification rules, for an AV asset which is not a long dated asset, the only trigger is (in the case of an AV asset which is a derivative agreement, or which is not a derivative agreement and is accounted for as “fair value through profit or loss”) the recording in the Participant’s group’s relevant books and records of a risk classification which denotes “default” within the meaning of BIPRU or (in the case of an AV asset which is not a derivative agreement and is classified for accounting purposes as “available for sale” or “loans and receivables”) the recording in such books and records of an individual asset level impairment or an individual asset level write off.”;
 
 
(E)  
the deletion in its entirety of Scheme Principle (G) and the insertion of a new Scheme Principle (G), as follows, in its place:
 
 
“(G)
Protection under the Scheme for each covered asset which is not an AV asset will be subject to a specified cap.  For this purpose, each covered asset which is not an AV asset will have its own cap.  For a covered asset which is not an AV asset, the amount of the cap will reduce to zero over time or at a specified time and will never increase.”;
 
 
(F)  
the deletion in its entirety of Scheme Principle (H) and the insertion of a new Scheme Principle (H), as follows, in its place:
 
 
“(H)
Protection under the Scheme will be provided for credit exposure in respect of each covered asset which is not an AV asset.  Accordingly, a “ loss ” in relation to a covered asset which is not an AV asset will (subject to the cap referred to in Scheme Principle (G)) correspond to the outstanding principal amount of the covered asset (which outstanding principal amount excludes amounts capitalised after 31 December 2008, except in respect of an overdraft) on the first date (the “ trigger date ”) a trigger occurs with respect to the covered asset (or, if later, on 31 December 2008).  There are additional rules, intended to achieve analogous protection for credit exposure, defining the outstanding principal amount and the amount of the loss if a trigger occurs with respect to a covered asset which is a derivative agreement, limited recourse asset (which may be a long dated asset) or finance lease.”;
 
 
(G)  
the insertion of the words “and except in the case of AV assets,” immediately after the words “Subject to specified limitations,” in Scheme Principle (I);
 
 
(H)  
the insertion of new Scheme Principles (I1) to (I5) immediately after Scheme Principle (I), as follows:
 
 
“(I1)
Protection under the Scheme for each AV asset will also be subject to a specified cap (the “ simplified cap ”) and a floor.  For this purpose, each AV asset will have its own simplified cap and floor.
 
 
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(I2)
The simplified cap will limit cumulative losses where they are positive.  If the outstanding principal amount (as described in Scheme Principle (H), subject to specific simplification rules permitting the use of a proxy and requiring the application of a specified haircut) of the AV asset is greater than the amount of the cap prescribed by the rules applicable to covered assets which are not AV Assets referred to in Scheme Principle (G), subject to specific simplification rules permitting the use of a proxy (the “ old cap ”), in each case on an adjusted trigger date (or, if later, on 31 December 2008), then the simplified cap from time to time will be the lesser of (i) an amount (which may reduce and increase from time to time) equal to a specified proportion of its positive AV (as described in Scheme Principle (I5)) from time to time and (ii) the amount of the old cap on the adjusted trigger date (or, if later, on 31 December 2008).  If such outstanding principal amount of the AV asset is equal to or less than the amount of the old cap, in each case on the adjusted trigger date (or, if later, on 31 December 2008), then the simplified cap will be such outstanding principal amount of the AV Asset on the adjusted trigger date (or, if later, on 31 December 2008).  There are specific simplification rules for determining the trigger date and the adjusted trigger date of an AV asset which is not a long dated asset.
 
 
(I3)
The floor will limit cumulative losses where they are negative.  The floor from time to time will be an amount equal to a specified proportion of the negative AV (as described in Scheme Principle (I5) from time to time).
 
 
(I4)
Pursuant to the simplification rules, losses in relation to AV assets arise, and are calculated, on a different basis from losses in relation to covered assets which are not AV assets.  In particular, losses in relation to an AV asset are calculated by reference to its AV (as described in Scheme Principle (I5)) from time to time and may be positive or negative.  Accordingly, a loss in relation to an AV asset will (subject to the simplified cap and floor referred to in Scheme Principle (I1)) correspond to its AV on the trigger date (or, if later, on 31 December 2008).  Further losses in relation to an AV Asset will (subject to the simplified cap and floor) arise where, after the trigger date (or, if later, after 31 December 2008), there is an increase or a reduction in its AV.  An increase in its AV will (subject to the simplified cap and floor) give rise to a further, positive, loss.  A reduction in its AV will (subject to the simplified cap and floor) give rise to a further, negative, loss.
 
 
(I5)
The “ AV ” of an AV asset is an amount which represents the sum (without double counting) of (i) the aggregate individual asset level write-off to which it is subject, (ii) the aggregate individual asset level impairment to which it is subject, (iii) in respect only of an AV asset which is not and has not been a derivative agreement and which is or has been accounted for as “fair value through profit or loss”, an amount equal to a specified base value minus its balance sheet value
 
 
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calculated using the clean price or fair value and (iv) the aggregate individual asset level credit value adjustment to which it is subject, in each case from time to time.  The AV may be positive or negative.  There are additional rules, intended to achieve analogous protection for credit exposure, defining the AV of an AV asset which is a derivative agreement.”;
 
 
(I)  
replacing the words “Scheme Principle (H)” in Scheme Principle (K) with the words “Scheme Principles (H) and (I4)”;
 
 
(J)  
replacing the words “will, subject to limited specified exceptions, constitute” in Scheme Principle (M) with the words “will (subject to limited specified exceptions and, in the case of an AV asset, if and to the extent they do not continue to be taken into account in the AV from time to time) constitute”;
 
 
(K)  
the addition of the following words to the end of Scheme Principle (R):
 
“In the case of an AV asset, the simplification rules provide for certain aggregate negative losses to be treated as a single recovery for the purpose of the payment calculation.”;
 
 
(L)  
the addition of the following words to the end of Scheme Principle (S):
 
“In particular, the application of IFRS and any other relevant accounting standards, and the formulation and application of the Participant’s group’s accounting policies and risk classifications, in respect of the AV assets, including when compared with assets and exposures of the Participant’s group that are not AV assets, should not be manipulated to the detriment of the Treasury.”; and
 
 
(M)  
the insertion of the words “(or, in the case of an AV asset, the assets, receipts, realisations, recoveries, rights, interests and benefits that would have been recoveries but for the simplification rules)” immediately after the words “share of recoveries” in Scheme Principle (AA).
 
2.  
COVERAGE AND TERMINATION
 
Condition 4.36 shall be amended by replacing the words “a Restructuring or a Bankruptcy” with the words “a Restructuring, a Bankruptcy or an AV Trigger”.
 
3.  
TRIGGERS
 
AV Trigger
 
3.1  
The only Trigger in respect of a Modified Trigger AV Asset shall be the AV Trigger.  This paragraph 3.1 varies Condition 5.2.
 
 
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Trigger Date
 
3.2  
Subject to paragraphs 3.3 to 3.5 below, the Trigger Date for a Modified Trigger AV Asset is the last day of the calendar month during which the AV Trigger occurs in respect of that Modified Trigger AV Asset.  This paragraph 3.2 and paragraphs 3.3 to 3.5 below vary Condition 5.1.
 
Transitional arrangements; AV Trigger and existing Trigger as at 31/12/10
 
3.3  
If, in respect of a Modified Trigger AV Asset:
 
 
(A)  
the AV Trigger occurs on or before 31 December 2010; and
 
 
(B)  
the Trigger Date would (if the effects of this paragraph 3 and paragraph 4.3 below were ignored) be on or before 31 December 2010,
 
then the Trigger Date of that Modified Trigger AV Asset shall be the last day of the calendar month during which its Initial Event Date would (if the effects of this paragraph 3 and paragraph 4.3 below were ignored) fall.
 
Transitional arrangements; AV Trigger but no existing Trigger as at 31/12/10
 
3.4  
If, in respect of a Modified Trigger AV Asset:
 
 
(A)  
the AV Trigger occurs on or before 31 December 2010; and
 
 
(B)  
the Trigger Date would (if the effects of this paragraph 3 and paragraph 4.3 below were ignored) not be on or before 31 December 2010,
 
then the Trigger Date of that Modified Trigger AV Asset shall be 31 December 2010.
 
Delayed credit analysis
 
3.5  
If, in respect of a Modified Trigger AV Asset, the AV Trigger occurs:
 
 
(A)  
after 31 December 2010;
 
 
(B)  
after the Cover Termination Date; and
 
 
(C)  
before the date falling two calendar months after the Cover Termination Date,
 
and the Participant demonstrates to the reasonable satisfaction of the Treasury that the AV Trigger would have occurred on or before the Cover Termination Date if the Participant’s Group’s ordinary course credit analysis procedures for determining, and ordinary course reporting procedures for recording, the occurrence of an AV Trigger had been undertaken on or before the Cover Termination Date (on the basis of the facts existing and known to the Participant’s Group at that time) then the Trigger Date of that Modified Trigger AV Asset shall be its Cover Termination Date.
 
 
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4.  
LOSSES
 
Occurrence of an initial Loss
 
4.1  
Subject to the Conditions, a Loss will (instead of the circumstances referred to in Condition 6.1 but in addition to the circumstances referred to in Condition 6.38 and paragraph 4.2 below) occur in respect of a Triggered AV Asset on its Trigger Date (or, if later, on 31 December 2008) in an amount equal to its Collared Haircut AV on the Trigger Date (or, if later, on 31 December 2008).  Such Loss shall be treated, for the purposes of the Scheme Documents (other than paragraph 4.2 below), as a Loss arising under Condition 6.1.  This paragraph 4.1 and paragraph 4.2 below vary Condition 6.1.
 
Occurrence of further Losses
 
4.2  
If, in respect of a Triggered AV Asset, the Collared Haircut AV on any day (the " relevant day ") falling after its Trigger Date (or, if later, after 31 December 2008) is greater or less than the Collared Haircut AV on the day before the relevant day (the " preceding day ") then, subject to the Conditions, a Loss will (instead of the circumstances referred to in Condition 6.1 but in addition to the circumstances referred to in Condition 6.38 and paragraph 4.1 above) occur in respect of that Triggered AV Asset on the relevant day in an amount equal to the Collared Haircut AV on the relevant day minus the Collared Haircut AV on the preceding day.  Such Loss shall be treated, for the purposes of the Scheme Documents (other than paragraph 4.1 above), as a Loss arising under Condition 6.1.  Such Loss may be positive (in the circumstances where the Collared Haircut AV has increased) or negative (in the circumstances where the Collared Haircut AV has reduced).  The Treasury and the Participant acknowledge that Losses under this paragraph 4.2 do not constitute corrections or adjustments to pre-existing Losses under paragraph 4.1 above and this paragraph 4.2.
 
Initial Event Date
 
4.3  
The Initial Event Date of a Modified Trigger AV Asset is its Trigger Date.  This paragraph 4.3 varies Condition 6.2.
 
Covered Liabilities
 
4.4  
Condition 6.22 shall not apply to a Covered Asset which is an AV Asset.  This paragraph 4.4 varies Condition 6.22.
 
5.  
RECOVERIES
 
5.1  
In the case of an AV Asset, for the purpose only of Condition 7 the In-AV Realisations shall be deemed not to be Realisations.
 
5.2  
Paragraphs (C) and (D) of Condition 7.26 shall not apply to the AV Assets.
 
 
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5.3  
If, in respect of an AV Asset, the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008) is greater than the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008) then, for the purpose only of Condition 7, the amount of each Cash Realisation in respect of that AV Asset (other than any part of such Cash Realisation in respect of which the corresponding Recovery is allocated to another Covered Asset pursuant to Condition 7.16(B)) shall (before applying Condition 7.1 to such Cash Realisation) be multiplied by:
 
A / B
 
where:
 
 
A
is the Covered Amount Proxy on the Adjusted Trigger Date (or, if later, on 31 December 2008)
 
 
B
is the Haircut Outstanding Amount on the Adjusted Trigger Date (or, if later, on 31 December 2008)
 
This paragraph 5.3 does not apply to Cash Realisations with respect to, resulting from or arising out of:
 
 
(A)  
any Closely Related Hedge with respect to the applicable AV Asset; or
 
 
(B)  
any Related Junior Asset in respect of the applicable AV Asset.
 
5.4  
This paragraph 5 varies Condition 7.
 
6.  
TRIGGERS, LOSSES AND RECOVERIES: ADDITIONAL PROVISIONS
 
Covered Amount Proxy of zero
 
6.1  
If the Covered Amount Proxy of an AV Asset on its Adjusted Trigger Date (or, if later, on 31 December 2008) is zero then neither Losses (except Losses under Condition 6.38) nor Recoveries (unless there is a Loss under Condition 6.38) shall occur in respect of that AV Asset.  This paragraph 6.1 varies Conditions 6 and 7 and paragraphs 4 and 5 above shall be subject to this paragraph 6.1.
 
Overdrafts – recovery in full
 
6.2  
In respect of an AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset) which is or includes an overdraft on any day which is or is after its Trigger Date, neither Losses nor Recoveries shall arise on any day falling after the first day which is or is after its Trigger Date and on which the AV of that AV Asset is equal to or less than zero.  This paragraph 6.2 varies Conditions 6 and 7 and paragraphs 4 and 5 above shall be subject to this paragraph 6.2.  In this paragraph 6.2, “ overdraft ” means an Overdraft which is made available in respect of a money transmission account or current account.
 
 
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Derivative Agreements – adjusted AV
 
6.3  
The AV of an AV Asset which is a Derivative Agreement within the “Derivative” Covered Asset Class, on any day (the “ relevant day ”), shall be the lesser of its unadjusted AV and its adjusted AV, in each case on the relevant day.
 
6.4  
The “ unadjusted AV ” is the amount the AV would be if the effect of paragraph 6.3 above were ignored and the “ adjusted AV ” is the amount the AV would be if no transactions governed by or comprising that Derivative Agreement were entered into after 31 December 2008 and the terms of that Derivative Agreement and the transactions governed by or comprising it were not amended, changed or replaced after 31 December 2008 (except by way of an amendment carried out solely for the purpose of adhering to any industry standard amendment, including any protocol sponsored by the International Swaps and Derivatives Association, Inc. or any analogous financial trading association in any relevant jurisdiction, provided that such adherence is in the Participant’s opinion, acting reasonably, consistent with the Asset Management Objective.
 
Undertakings
 
6.5  
The Participant undertakes to the Treasury as follows:
 
 
(A)  
it shall not, and shall procure that each other member of the Participant’s Group will not, treat (for the purposes of the Relevant Records, in recording risk classifications, in recording and calculating individual asset level write-offs, individual asset level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and in performing currency conversions):
 
 
(i)  
assets and exposures which form part of AV Assets (or AV Non-Cash Realisations) differently from assets and exposures which do not form part of AV Assets (or AV Non-Cash Realisations) by reason of the former’s status as forming part of AV Assets (or AV Non-Cash Realisations, as  the case may be), which status shall not be a relevant consideration in determining such treatment; and
 
 
(ii)  
assets and exposures which form part of Covered Assets (or Non-Cash Realisations) differently from assets and exposures which do not form part of Covered Assets (or Non-Cash Realisations) by reason of the former’s status as forming part of Covered Assets (or Non-Cash Realisations, as the case may be), which status shall not be a relevant consideration in determining such treatment;
 
 
(B)  
it shall, and shall procure that each other member of the Participant’s Group will, in respect of AV Assets (and AV Non-Cash Realisations) and for the purposes of the Relevant Records:
 
 
37

 
 
 
(i)  
record risk classifications in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied);
 
 
(ii)  
record and calculate individual asset level write-offs:
 
 
(a)  
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)  
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied); and
 
 
(iii)  
record and calculate individual asset level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and performed currency conversions in each case:
 
 
(a)  
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)  
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
 
(C)  
(i)it shall ensure that the Participant’s Group’s accounting policies applicable to its ordinary business practices, in each case from time to time, for recording and calculating (for the purposes of the Relevant Records) individual asset level write-offs and individual asset level impairments in respect of assets and exposures which are loans and are classified for accounting purposes as “loans and receivables” at all times require, in respect of AV Assets (and AV Non-Cash Realisations), the amount of the applicable write-off or impairment to be calculated (whether by systems-based or manual processes) using a discount rate based on the applicable asset or exposure’s original effective interest rate; and
 
 
(ii)
it shall ensure that such method of calculation has substantially the same effect (on the amount of the applicable write-off or impairment) as ensuring there is recorded in the Relevant Records an accounting non-accrual marker in respect of the applicable asset or exposure before or at the same time as such asset or exposure becomes the subject of an individual asset level write-off or individual asset level impairment); and
 
 
(D)  
if it becomes aware that the AV Assets List is incorrect or incomplete, it shall as soon as reasonably practicable give written notice to the Treasury of the applicable corrections or additions.
 
 
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The undertakings set out in paragraphs (A), (B) and (C) above shall be deemed to form part of the Asset Management Conditions (as defined in the Conditions) for the purposes only of construing the references to the Asset Management Conditions in Conditions 15.2(P), 19.1(F), 20.5 and 32.3(C).
 
Changes in credit analyses or similar judgements
 
6.6  
The Treasury and the Participant acknowledge and agree in respect of AV Assets that a change in any credit analysis or similar judgement does not mean that any Post-Accession Data, Quarterly Statement Data or information contained in a Quarterly Statement (such data or information to the extent they are derived from the definitions of AV, AV(MtM), AV Write-Off, AV Impairment, Base Value, Clean Balance Sheet Value, Credit Value Adjustment and/or Defaulted Asset, the “ relevant data ”) which represented a prior analysis or judgement was erroneous or inaccurate for the purpose of the Scheme, and:
 
 
(A)  
corrections and adjustments to the relevant data in order to reflect such a change are not permitted; and
 
 
(B)  
only the following corrections and adjustments to the relevant data are permitted:
 
 
(i)  
corrections in order to address any inaccuracy or error in the relevant data which results from a data entry inaccuracy, information technology error or similar administrative error;
 
 
(ii)  
adjustments necessary to remedy a breach of the Specified Obligations referred to in paragraphs 6.5(A), 6.5(B) and 6.5(C) above and clauses 3.2(I), 3.2(J) and 3.2(K) of the Simplification Supplemental Agreement;
 
 
(iii)  
adjustments expressly required by the Conditions or the Accession Agreement; and
 
 
(iv)  
such other corrections and adjustments as may be agreed in writing between the Treasury and the Participant.
 
Hedging
 
6.7  
In Condition 13.6, references to Recoveries shall, in the case of AV Assets, be construed as if the effects of the Simplification Amendments (other than the effect of this paragraph 6.7) were ignored.
 
Refinancings and restructurings
 
6.8  
Paragraph 6.9 below shall come into effect, on a retrospective basis, 90 days (or such other period as may be agreed in writing between the Treasury and the Participant) after the date upon which the Simplification Amendments came into effect.  For the purpose
 
 
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only of this paragraph 6.8, retrospective basis means that paragraph 6.9 below shall be deemed to have come into effect at the same time as the Simplification Amendments.
 
6.9  
If and to the extent:
 
 
(A)  
the assets and exposures comprising an AV Asset or AV Non-Cash Realisation are the subject of a refinancing or debt restructuring (such assets and exposures being the “ old assets and exposures ” and the assets and exposures arising pursuant to, or resulting from, such refinancing or debt restructuring being the “ new assets and exposures ”);
 
 
(B)  
such refinancing or debt restructuring occurs after the day on which the Trigger occurs in respect of such AV Asset; and
 
 
(C)  
such refinancing or debt restructuring (including the decision to effect such refinancing or debt restructuring) occurs without any involvement of the Global Restructuring Group business unit of the Participant’s Group,
 
then the new assets and exposures shall (to the extent they would, but for this paragraph 6.9, have formed part of such AV Asset or been or formed part of any AV Non-Cash Realisation in respect of such AV Asset) not form part, and shall not at any time have formed part, of such AV Asset and shall not be or form part, and shall not at any time have been or formed part, of any AV Non-Cash Realisation in respect of such AV Asset, including for the purposes of calculating the AV of, and Losses and Recoveries in respect of, such AV Asset (but without prejudice to the effect of such refinancing or debt restructuring, including any payments made in connection therewith, on the AV of such AV Asset to the extent attributable to the old assets and exposures).  This paragraph 6.9 shall not apply to any such refinancing or debt restructuring if and to the extent:
 
 
(i)
it is not approved, or agreed or consented to, by any Applicable Entity or any of its Representatives and could not be prevented by any Applicable Entity or the Applicable Entities; or
 
 
(ii)
it is required by Applicable Law.
 
This paragraph 6.9 varies Conditions 4, 6 and 7 and paragraphs 4 and 5 above shall be subject to this paragraph 6.9.
 
7.  
PAYMENTS
 
Treatment of an aggregate negative Loss
 
7.1  
If, in respect of all the Covered Assets, the aggregate amount of the Losses occurring in a Quarter is less than zero then, for the purpose only of Condition 8 (other than Conditions 8.11 to 8.13):
 
 
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(A)
the Losses comprising such aggregate amount shall not be taken into account as Losses; and
 
 
(B)  
instead, the absolute value of such aggregate amount shall be taken into account as a Recovery occurring during such Quarter.
 
By way of example (which is illustrative only), an aggregate Loss occurring in a Quarter of negative £10,000,000 shall be treated as a Recovery occurring in such Quarter of £10,000,000.  This paragraph 7.1 varies Condition 8.
 
Deferral of reporting time limit under Condition 8.11
 
7.2  
Any adjustment to an amount relating to an AV Asset made pursuant to and in accordance with paragraph 12.15 or 12.18 below (and any correction of an amount relating to an AV Asset adjusted pursuant to and in accordance with paragraph 9.6, 12.15 or 12.18 below) which is notified in a Quarterly Statement provided in respect of a Quarter ending on a Quarter Date which falls one year (or less) after the Quarter Date in the Quarter during which:
 
 
(A)  
(in the case of paragraph 9.6) the Reporting Holiday End Date falls;
 
 
(B)  
(in the case of paragraph 12.15) the fifth relevant date referred to in paragraph 12.13 falls; or
 
 
(C)  
(in the case of paragraph 12.18) the fifth relevant date referred to in paragraph 12.16 falls,
 
shall not be disregarded pursuant to Condition 8.11 (including for the purpose of calculating the amounts payable by the Treasury under Condition 8).  This paragraph 7.2 varies Condition 8.11.
 
Deferral of reporting time limit under Condition 8.14
 
7.3  
Any notification of the occurrence of a Trigger relating to an AV Asset made pursuant to and in accordance with paragraph 12.15 or 12.18 below which is included in a Quarterly Statement provided in respect of a Quarter ending on a Quarter Date which falls one year (or less) after the Quarter Date in the Quarter during which:
 
 
(A)  
(in the case of paragraph 12.15) the fifth relevant date referred to in paragraph 12.13 falls; or
 
 
(B)  
(in the case of paragraph 12.18) the fifth relevant date referred to in paragraph 12.16 falls,
 
shall not be deemed not to have occurred, and the applicable AV Asset shall not (for that reason) cease permanently to be a Covered Asset, pursuant to Condition 8.14.  This paragraph 7.3 varies Condition 8.14.
 
 
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8.  
REPORTING AND DATA
 
Deferral of reporting time limit under Condition 16.10
 
8.1  
If the QS Compliance Certificate to be delivered by the Participant to the Treasury pursuant to Condition 16.8 at the same time as it delivers the Simplification Quarterly Statement pursuant to paragraph 9.1 below is subject to any valid qualifications then the Participant shall deliver to the Treasury a QS Compliance Certificate (without qualifications) no later than 20 Business Days after 31 March 2012.  This paragraph 8.1 and paragraph 8.2 below vary Condition 16.10.
 
8.2  
Condition 16.10 shall cease to apply to, and the QS Compliance Certificates required to be delivered thereunder shall exempt, information and data which:
 
     (A)
(i)
relates to a Covered Asset in respect of which an adjustment is required by paragraph 9.1 below to be made in the Simplification Quarterly Statement and the corresponding Quarterly Statement Data for the Quarter to and including 31 March 2011;
 
 
(ii)
is required to be adjusted pursuant to paragraph 9.6 below in the Quarterly Statement and the corresponding Quarterly Statement Data for the Quarter during which the Reporting Holiday End Date falls; or
 
 
(iii)
relates to a Covered Asset in respect of which an adjustment is required by paragraph 12.15 or 12.18 below to be made in the Quarterly Statement for the Quarter during which the fifth relevant date, referred to in paragraph 12.3 or 12.16 (as applicable), falls,
 
(such Quarter, the " relevant Quarter "); and
 
 
(B)  
is contained in any previous Quarterly Statement or Quarterly Statement Data,
 
(such information and data, the " superseded data ").  This paragraph 8.2 shall be without prejudice to the Participant's obligations under Condition 16.10 with respect to information and data which is not superseded data (including the corresponding information and data contained in any Quarterly Statement or Quarterly Statement Data for a Quarter which is, or is subsequent to, the relevant Quarter).
 
Contents of Quarterly Statements for AV Assets
 
8.3  
Each Quarterly Statement shall include the following information in relation to AV Assets (but without prejudice to the information required to be provided in such Quarterly Statement with respect to all other Covered Assets pursuant to Condition 16.5):
 
 
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Withdrawn Triggered AV Assets
 
 
(A)  
which Triggered AV Assets were the subject of any Post-Trigger Withdrawal Notice during the Quarterly Statement Period and the date on which each such Post-Trigger Withdrawal Notice became effective;
 
Losses
 
 
(B)  
in respect of each Loss that has occurred during the Quarterly Statement Period in relation to an AV Asset:
 
 
(i)  
details of the Triggered AV Asset to which that Loss relates;
 
 
(ii)  
the date of the last day of the Quarter during which the Trigger Date in respect of the Triggered AV Asset occurred or, if the date of the Loss is on or prior to 31 December 2010, 31 March 2011;
 
 
(iii)  
in the case of an initial Loss, the amount of the Collared Haircut AV on the last day of the Quarter during which the Trigger Date in respect of the Triggered AV Asset occurred (or, if later, on 31 December 2008) and, in the case of a further Loss, an amount equal to the Collared Haircut AV on the last day of the applicable Quarter less the amount of the Collared Haircut AV on the last day of the immediately preceding Quarter. Such Loss may be positive (in the circumstances where the Collared Haircut AV has increased) or negative (in the circumstances where the Collared Haircut AV has reduced); and
 
 
(iv)  
the components of the calculation of that Loss, including:
 
 
(a)  
for a Loss pursuant to Condition 6.1 for an AV Asset which is not a Modified Trigger AV Asset, the Covered Amount as at the Initial Event Date (or, if later, as at 31 December 2008), in sterling;
 
 
(b)
for a Loss in relation to a Modified Trigger AV Asset, the Covered Amount Proxy as at the Trigger Date;
 
 
(c)
for a Loss pursuant to Condition 6.38, such Information in respect of that Loss as the Treasury may require to be reported under this sub-paragraph (c) pursuant to an Extended Protection Notice;
 
 
(C)  
the aggregate amount of the Losses that have occurred during the Quarterly Statement Period showing a single Loss amount (taking into account all positive and negative Losses during such Quarterly Statement Period);
 
Realisations and Recoveries
 
 
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(D)  
in respect of each Realisation made during the Quarterly Statement Period (and, in the Quarterly Statement for the first Quarterly Statement Period for which an AV Asset is reported as a Triggered AV Asset, any Cash Realisation which is made prior to the Trigger Date for that AV Asset and is to be included within Recoveries for that AV Asset):
 
 
(i)  
details of the Triggered AV Asset to which that Realisation relates;
 
 
(ii)  
the date on which that Realisation was made or, if the date on which that Realisation was made is on or prior to 31 December 2010, 31 March 2011 as the date on which that Realisation was made;
 
 
(iii)  
whether or not that Realisation is a Cash Realisation;
 
 
(iv)  
if that Realisation is a Cash Realisation:
 
 
(a)  
the amount of that Realisation in sterling, net of Realisation Expenses; and
 
 
(b)  
if the underlying currency of that Realisation is not sterling, the equivalent amount of that Realisation in that underlying currency (net of Realisation Expenses) and the Applicable Exchange Rate applied for the purpose of converting that underlying currency into sterling; and
 
 
(v)  
the amount in sterling of any Realisation Expense in respect of that Realisation and, if the underlying currency of that Realisation Expense is not sterling, the equivalent amount of that Realisation Expense in that underlying currency and the Applicable Exchange Rate applied for the purpose of converting that underlying currency into sterling;
 
 
(E)  
in respect of each Recovery made during the Quarterly Statement Period, the amount of that Recovery in sterling;
 
 
(F)  
the aggregate amount of the Recoveries made during the Quarterly Statement Period,
 
excluding, for the avoidance of doubt, In-AV Realisations;
 
Extended Protection Assets
 
 
(G)  
such other Information in respect of Extended Protection Assets as the Treasury may require to be reported under this paragraph (G) pursuant to an Extended Protection Notice;
 
 
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Amounts payable
 
 
(H)  
the Quarterly Payable in respect of the Quarterly Statement Period, including the components of such amount;
 
 
(I)  
the balance of the Pending Account and the Treasury Account as of the last day of the Quarterly Statement Period and the movements in each such account during that period;
 
 
(J)  
the amount (if any) that will be payable pursuant to Condition 8.5 on the next Quarterly Payment Date and the components of such amount;
 
 
(K)  
any correction or adjustment made pursuant to or required by the Conditions to any amount stated in any previous Quarterly Statement, the reason for each such correction or adjustment being made and any amount that will be payable pursuant to Condition 8.7 as a result of such correction or adjustment and the components of each such amount; and
 
Late reporting
 
 
(L)  
each of the items referred to in paragraphs (A) to (K) above restated so as to reflect any correction or adjustment that is to be disregarded (for the purpose of Condition 8) pursuant to Conditions 8.11 to 8.15 (inclusive).
 
This paragraph 8.3 varies Condition 16.5.
 
Conflicts Certificates
 
8.4  
The Participant’s obligation under Condition 15.14 to deliver a Conflicts Certificate in respect of a Covered Asset shall not apply if:
 
 
(A)  
it is an AV Asset on its Trigger Date; and
 
 
(B)  
its Trigger Date falls before the date (if any) upon which such AV Asset was designated a reinstatement AV Asset pursuant to paragraph 11.4, 12.5 or 12.6 below.
 
This paragraph 8.4 varies Condition 15.14.
 
9.  
IMPLEMENTATION OF SIMPLIFICATION
 
Retrospective effect
 
9.1  
Paragraphs 3, 4, 5, 6 (except paragraphs 6.5, 6.8 and 6.9) and 7.1 above shall have retrospective effect and such adjustments shall be made on a basis consistent with Condition 8.7 as are required to give effect to such paragraphs by way of the Participant delivering the Simplification Quarterly Statement together with the corresponding Quarterly Statement Data in accordance with paragraph 9.2 below.  By way of example
 
 
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(which is illustrative only), any Trigger other than the AV Trigger will be deemed not to have occurred in respect of an AV Asset.
 
Reporting consequences
 
9.2  
The “ Simplification Quarterly Statement ” is a Quarterly Statement in respect of the period (the “ non-AV period ”) from (and including) 1 January 2011 to (and including) 31 March 2011 in so far as such statement and the corresponding Quarterly Statement Data relate to Covered Assets which are not AV Assets and the period (the “ AV period ”) from (and including) 31 December 2008 to (and including) 31 March 2011 in so far as such statement and data relate to Covered Assets which are AV Assets.  Such non-AV period shall be the “ Quarterly Statement Period ” for the Simplification Quarterly Statement and the corresponding Quarterly Statement Data, and shall be treated as a “ Quarter ” for the purposes of the Conditions (including Condition 8), in so far as such statement and data relate to Covered Assets which are not AV Assets.  Such AV period shall be the “ Quarterly Statement Period ” for the Simplification Quarterly Statement and the corresponding Quarterly Statement Data, and shall be treated as the same such “ Quarter ” for the purposes of the Conditions (including Condition 8), in so far as such statement and data relate to Covered Assets which are AV Assets.  31 March 2011 shall be the “ Quarter Date ” for that Quarter.  The Simplification Quarterly Statement together with the corresponding Quarterly Statement Data shall be delivered to the Treasury on or before 2 September 2011 (which date shall be the “ Quarterly Statement Date ” for the Simplification Quarterly Statement and the corresponding Quarterly Statement Data).
 
9.3  
The Treasury and the Participant acknowledge and agree that:
 
 
(A)  
the Simplification Quarterly Statement and the corresponding Quarterly Statement Data shall restate the Quarterly Statement and the corresponding Quarterly Statement Data (together, the “ original QS ”) most recently (as at the Effective Date) delivered by the Participant to the Treasury in respect of the Quarterly Statement Period running from (and including) 1 January 2011 to (and including) 31 March 2011 in so far as such statements and data relate to Covered Assets which are not AV Assets;
 
 
(B)  
the Simplification Quarterly Statement and the corresponding Quarterly Statement Data shall replace the original QS in so far as such statements and data relate to Covered Assets which are AV Assets; and
 
 
(C)  
the Initial Event Date of a Modified Trigger AV Asset shall, for the purpose only of paragraph 3.3 above, be determined by reference to the Quarterly Statement and the corresponding Quarterly Statement Data delivered by the Participant to the Treasury on 29 March 2011 in respect of the Quarterly Statement Period running from (and including) 1 October 2010 to (and including) 31 December 2010.
 
Deferral for Q2 2011
 
 
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9.4  
The Quarterly Statement together with the corresponding Quarterly Statement Data in respect of the Quarterly Statement Period running from (and including) 1 April 2011 to (and including) 30 June 2011 shall be delivered to the Treasury on or before 2 September 2011 (which date shall be the “ Quarterly Statement Date ” for that Quarterly Statement and Quarterly Statement Data).
 
Reporting holiday
 
9.5  
The Participant shall not be required to report in any Quarterly Statement Data or Quarterly Statement, in each case in respect of any Quarterly Statement Period ending on or before the Reporting Holiday End Date, any Reporting Holiday Realisations or any corresponding Recoveries.
 
9.6  
In the first Quarterly Statement Data and Quarterly Statement in respect of a Quarterly Statement Period ending after the Reporting Holiday End Date, such adjustments shall be made pursuant to and in accordance with Condition 8.7 as are required to report on a retrospective basis any Reporting Holiday Realisations and any corresponding Recoveries that were not reported pursuant to paragraph 9.5 above.
 
9.7  
This paragraph 9 varies Condition 16.
 
10.  
FUTURE CHANGES IN THE SCOPE OF SIMPLIFICATION
 
Treatment pending notification and review
 
10.1  
If, at any time after 31 March 2011, a Covered Asset which is not an AV Asset shall have become an AV Asset according to the definition thereof but ignoring for this purpose the effect of this paragraph 10.1 (an “ into-scope change ”) then such into-scope change shall be ignored for the purpose of determining whether such Covered Asset is an AV Asset unless and until such Covered Asset is to be treated as an AV Asset pursuant to a written agreement between the Treasury and the Participant (as contemplated in paragraph 10.5 below).
 
10.2  
If, at any time after 31 March 2011, a Covered Asset which is an AV Asset shall have ceased to be an AV Asset according to the definition thereof (other than as a result of it ceasing to be a Covered Asset) but ignoring for this purpose the effect of this paragraph 10.2 (an “ out-of-scope change ”) then such Covered Asset shall continue to be an AV Asset notwithstanding such out-of-scope change unless and until such Covered Asset ceases to be an AV Asset pursuant to a written agreement between the Treasury and the Participant (as contemplated in paragraph 10.5 below).
 
Notification
 
10.3  
The Participant shall deliver to the Treasury, at the same time as it delivers each Quarterly Statement (other than the Simplification Quarterly Statement), a written notice (the “ first relevant notice ”):
 
 
(A)  
referring to this paragraph 10.3;
 
 
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(B)  
specifying each Covered Asset which has been the subject of an into-scope change or an out-of-scope change (as the case may be) during the Quarterly Statement Period; and
 
 
(C)  
specifying the date of each such into-scope change and out-of-scope change.
 
Review
 
10.4  
The Treasury or the Participant shall be entitled, at any time within 20 Business Days after the date upon which the first relevant notice is effective, to give written notice (the “ second relevant notice ”) to the other (which written notice may be included in the first relevant notice, in the case of the Participant) requesting good faith discussions in relation to one or more of the into-scope changes and out-of-scope changes specified in the first relevant notice.
 
10.5  
The Treasury and the Participant shall, from and including the date upon which the second relevant notice is effective and to and including the date that is 20 Business Days (or such other period as may be agreed in writing between the Treasury and the Participant) after the date upon which the second relevant notice is effective, participate in good faith discussions with each other with a view to agreeing in writing which (if any) of the in-scope changes referred to in the second relevant notice shall give rise to additions to the pool of AV Assets, and on what terms, and which (if any) of the out-of-scope changes referred to in the second relevant notice shall give rise to removals from the pool of AV Assets, and on what terms.
 
11.  
ACCOUNTING CHANGES
 
Notification
 
11.1  
If, at any time after the coming into effect of the Simplification Amendments:
 
 
(A)  
the accounting treatment (under IFRS, the Participant’s Group’s accounting policies or any other relevant accounting standards or policies) of any AV Asset (including any AV Non-Cash Realisation in respect of that AV Asset) changes (other than as a result of a change in IFRS, the Participant’s Group’s accounting policies or any other relevant accounting standards or policies) in such a way as to affect the treatment under the Conditions or the Accession Agreement of that AV Asset; or
 
 
(B)  
there is a change in IFRS (such as the anticipated implementation of the International Accounting Standards Board’s “IFRS9”), the Participant’s Group’s accounting policies or any other relevant accounting standards or policies which affects the treatment under the Conditions or the Accession Agreement of an AV Asset,
 
(an “ accounting change ”) then, as soon as reasonably practicable thereafter, the Participant shall give written notice (the “ first relevant notice ”) to the Treasury of such accounting change, referring to this paragraph 11.1 and:
 
 
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(i)
specifying the applicable AV Asset;
 
 
(ii)
describing in reasonable detail the nature of such accounting change and the consequences for the treatment of such AV Asset under the Conditions and the Accession Agreement; and
 
 
(iii)
specifying the date of such accounting change.
 
Conditions inoperable – review
 
11.2  
If the Treasury or the Participant reasonably believes such accounting change:
 
 
(A)  
renders the Conditions or the Accession Agreement inoperable;
 
 
(B)  
renders any relevant amount referred to in the Conditions or the Accession Agreement incalculable; or
 
 
(C)  
makes it impossible to assess whether there is, or is likely to be, any Non-Equivalence,
 
in each case in respect of the applicable AV Asset then it shall be entitled any time within 20 Business Days after the date upon which the first relevant notice is effective to give written notice (the “ second relevant notice ”) to the other of such belief.
 
11.3  
The Treasury and the Participant shall, following the date upon which the second relevant notice is effective and to and including the date (the “ first relevant date ”) that is 20 Business Days (or such other period as may be agreed in writing between the Treasury and the Participant) after the date upon which the second relevant notice is effective, participate in good faith discussions with each other to consider, and consult with each other in relation to, any reasonable request by the other with respect to any consequential amendment that should be made to the Conditions or the Accession Agreement.
 
Conditions inoperable – reinstatement process
 
11.4  
If, notwithstanding such good faith discussions, the Treasury or the Participant reasonably believes such accounting change continues to:
 
 
(A)  
render the Conditions or the Accession Agreement inoperable;
 
 
(B)  
render any relevant amount referred to in the Conditions or the Accession Agreement incalculable; or
 
 
(C)  
make it impossible to assess whether there is, or is likely to be, any Non-Equivalence,
 
in each case in respect of the applicable AV Asset then it shall be entitled to at any time after the first relevant date to give written notice to the other stating that such AV Asset
 
 
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shall cease to be an AV Asset (and therefore a Modified Trigger AV Asset).  Paragraphs 12.6 to 12.22 below shall apply mutatis mutandis as if such written notice were a second relevant notice referred to in paragraph 12.5 below.
 
Non-Equivalence
 
11.5  
The Treasury and the Participant hereby acknowledge that accounting changes might give rise to, or might give rise to a likelihood of, Non-Equivalence, in which event the processes for dealing with Non-Equivalence set out in paragraph 12 below shall be available to the Treasury and the Participant.
 
Breach of undertaking
 
11.6  
Paragraphs 11.1 to 11.5 above shall not apply (or shall cease to apply, as the case may be) to any accounting change which results from a breach of paragraph (A), (B) and/or (C) of paragraph 6.5 above which the Treasury has notified to the Participant in writing.
 
12.  
NON-EQUIVALENCE
 
Cooperation and information
 
12.1  
The Participant shall cooperate with the Treasury in good faith to facilitate the Treasury ascertaining whether there is or is likely to be any Non-Equivalence.
 
12.2  
Condition 15.2 shall be amended by the addition of a new paragraph (T) immediately after paragraph (S), and as a further alternative to paragraphs (A) to (S), of that Condition, as follows:
 
 
“(T)
Simplification, including any matter relating to whether there is or is likely to be any Non-Equivalence.”
 
Economic Non-Equivalence – review
 
12.3  
If the Treasury or the Participant (the “ first party ”) reasonably believes there is or is likely to be any Economic Non-Equivalence then it shall be entitled to give written notice (the “ first relevant notice ”) to the other:
 
 
(A)  
requesting good faith discussions in relation to such Economic Non-Equivalence;
 
 
(B)  
providing reasonable details of such belief and the grounds therefor; and
 
 
(C)  
(if the first party is the Participant) including data which supports such belief.
 
12.4  
The Treasury and the Participant shall, from and including the date upon which the first relevant notice is effective and to and including the date (the “ first relevant date ”) that is 20 Business Days (or such other period as may be agreed in writing between the
 
 
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Treasury and the Participant) after the date upon which the first relevant notice is effective, participate in good faith discussions with each other with a view to:
 
 
(A)  
agreeing whether, and the extent to which, such Economic Non-Equivalence has arisen or is likely to arise; and
 
 
(B)  
(if and to the extent such Economic Non-Equivalence has arisen or is likely to arise) agreeing and implementing the steps to be taken in order to reverse or prevent such Economic Non-Equivalence.
 
The Treasury and the Participant acknowledge that:
 
 
(i)
such good faith discussions may include the Treasury and/or the Participant procuring the opinion of an independent financial adviser or accounting expert in support of its belief; and
 
 
(ii)
such steps may include amending the Scheme Documents, adjusting the Pending Account or the Treasury Account or applying haircuts to the calculations of Losses and/or Recoveries.
 
Economic Non-Equivalence – reinstatement process
 
12.5  
If, notwithstanding such good faith discussions, the Treasury or the Participant reasonably believes there continues to be, or there continues to be a likelihood of, such Economic Non-Equivalence then it shall be entitled at any time after the first relevant date to give written notice (the “ second relevant notice ”) to the other specifying the AV Asset or group of AV Assets in respect of which such Economic Non-Equivalence is believed by it to have arisen or to be likely to arise (or stating that such Economic Non-Equivalence is believed by it to have arisen or to be likely to arise in respect of all the AV Assets) (the “ affected AV Assets ”) and stating that such AV Assets shall cease to be AV Assets (and therefore Modified Trigger AV Assets).
 
12.6  
If the second relevant notice was given by the Treasury, the Participant shall be entitled at any time before the date falling 20 Business Days after the date upon which the second relevant notice is effective to give written notice to the Treasury specifying one or more AV Assets (the “ additional AV Assets ”), that are not affected AV Assets, in respect of which such cessation shall also have effect.  The affected AV Assets and the additional AV Assets are together referred to as the “ reinstatement AV Assets ”.
 
Economic Non-Equivalence – establishing the reinstatement assumptions
 
12.7  
As soon as reasonably practicable having regard to the number of reinstatement AV Assets and in any event within six calendar months after the date upon which the second relevant notice is effective, the Participant shall give written notice (the “ third relevant notice ”) to the Treasury setting out the Participant’s proposed reinstatement assumptions (as defined in paragraph 12.15 below).
 
 
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12.8  
The Treasury and the Participant shall, following the date upon which the third relevant notice is effective and to and including the date (the “ second relevant date ”) that is 20 Business Days (or such other period as may be agreed in writing between the Treasury and the Participant) after the date upon which the third relevant notice is effective, participate in good faith discussions with each other (and the Participant shall provide to the Treasury such data and information relating to the Participant’s proposed reinstatement assumptions as the Treasury may reasonably require) with a view to agreeing in writing the reinstatement assumptions.
 
12.9  
If and to the extent, notwithstanding such good faith discussions, the reinstatement assumptions have not been agreed in writing on or before the second relevant date then the Treasury or the Participant shall be entitled to treat the disagreement as to whether the Participant’s proposed reinstatement assumptions (subject to such modifications as the Treasury and the Participant may have agreed in writing) are reasonable as a Dispute and (without the need for escalation and discussions pursuant to Conditions 35.3 and 35.4) commence an Arbitration in respect thereof.  The Arbitrator(s) shall be requested to provide reasons for their determination including, at the discretion of the Arbitrator(s), a determination as to what modifications need to be made to such proposed reinstatement assumptions.  If such Arbitration is the second to occur as a result of the operation of paragraph 12.11(B) below then the Treasury and the Participant shall, for the purpose of Condition 35.12, first attempt to appoint the Selected Arbitrator from the first Arbitration or, for the purpose Condition 34.14, first attempt to appoint their respective MD Selected Arbitrators from the first Arbitration and instruct their respective MD Selected Arbitrators to first attempt to appoint the Presiding Arbitrator from the first Arbitration (provided that in each case such attempts would not prejudice the timely commencement of the Arbitration).
 
12.10  
If such Arbitration determines that modifications need to be made to such proposed reinstatement assumptions (and such determination specifies the applicable modifications) then such modified proposed reinstatement assumptions shall (together with any proposed reinstatement assumptions which were not in dispute) be treated as the reinstatement assumptions for the purpose of paragraph 12.15 below.
 
12.11  
If such Arbitration determines that such proposed reinstatement assumptions are reasonable (and paragraph 12.10 above does not apply) then such proposed reinstatement assumptions shall (together with any proposed reinstatement assumptions which were not in dispute) be treated as the reinstatement assumptions for the purpose of paragraph 12.15 below.  If such Arbitration determines that such proposed reinstatement assumptions are not reasonable (and paragraph 12.10 above does not apply) then, subject to paragraph 12.12 below:
 
 
(A)  
such proposed reinstatement assumptions (together with any proposed reinstatement assumptions which were not in dispute) shall not be treated as the reinstatement assumptions for the purpose of paragraph 12.15 below; and
 
 
(B)  
as soon as reasonably practicable having regard to the number of reinstatement AV Assets and in any event within two calendar months after the date (the “ third relevant date ”) of such determination the Participant shall give written notice to
 
 
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the Treasury setting out the Participant’s revised proposed reinstatement assumptions.  Such written notice shall be treated as a further third relevant notice (as referred to in paragraph 12.7 above) and paragraph 12.8 above shall apply.
 
12.12  
If as a result of the operation of paragraph 12.11(B) above such an Arbitration determines for the second time (the “ second determination ”) that the Participant’s proposed reinstatement assumptions (or those which were in dispute, as the case may be) are not reasonable (and paragraph 12.10 above does not apply) then:
 
 
(A)  
such proposed reinstatement assumptions (together with any proposed reinstatement assumptions which were not in dispute) shall not be treated as the reinstatement assumptions for the purpose of paragraph 12.15 below;
 
 
(B)  
the Participant shall not be required to give a further third relevant notice (as referred to in paragraph 12.7 above) pursuant to paragraph 12.11(B) above; and
 
 
(C)  
paragraphs 12.13 to 12.15 below shall not apply and paragraphs 12.16 to 12.18 below shall apply instead.
 
Economic Non-Equivalence – retrospective effect of reinstatement; reporting consequences
 
12.13  
Within five Business Days after the date (the “ fourth relevant date ”) upon which the reinstatement assumptions are agreed in writing pursuant to paragraph 12.8 above or the Participant’s proposed reinstatement assumptions (or a modified version thereof) are treated as the reinstatement assumptions for the purpose of paragraph 12.15 below pursuant to paragraph 12.10 or 12.11 above (as the case may be), the Participant shall give written notice (the “ fourth relevant notice ”) to the Treasury specifying the date (the “ fifth relevant date ”) upon which such cessation shall have effect, which date shall be (A) after the date upon which the fourth relevant notice is effective, (B) as soon as reasonably practicable having regard to the number of reinstatement AV Assets and (C) in any event no later than five calendar months after the fourth relevant date.  If the third relevant notice (or, if there has been more than one third relevant notice as a result of the operation of paragraph 12.11(B) above, the first of the third relevant notices to be effective) was given before six calendar months after the date upon which the second relevant notice became effective and only one Arbitration has taken place, such five calendar month period shall be extended by a period equal to the portion of such six calendar month period which had not elapsed when such third relevant notice became effective.
 
12.14  
On the fifth relevant date the reinstatement AV Assets shall for all purposes of the Scheme Documents cease to be AV Assets (and therefore Modified Trigger AV Assets).  Such cessation:
 
 
(A)  
shall have retrospective effect, provided that such retrospective effect shall not require the Participant to deliver a Conflicts Certificate in respect of any reinstatement AV Asset with a Trigger Date falling before the date upon which
 
 
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such AV Asset was designated a reinstatement AV Asset pursuant to paragraph 11.4, 12.5 or 12.6 above; and
 
 
(B)  
shall not of itself result in the reinstatement AV Assets ceasing to be Covered Assets.
 
12.15  
Such adjustments shall be made pursuant to and in accordance with Condition 8.7 as are required to give effect to paragraph 12.14 above, provided that for the purposes only of the adjustments to amounts relating to the reinstatement AV Assets to be made pursuant to this paragraph 12.15, Condition 8.7 shall be deemed to be amended by replacing the words “each such amount shall be corrected or adjusted as soon as reasonably practicable in the Quarterly Statement for a subsequent Quarter” with the words “the Participant shall, to the best of its ability, adjust each such amount using data that are reasonably available to the Participant’s Group and, if and to the extent data are not reasonably available to the Participant’s Group, using reasonable assumptions (the “ reinstatement assumptions ”) in the Quarterly Statement and the corresponding Quarterly Statement Data for the Quarter during which the fifth relevant date falls”.  By way of example (which is illustrative only), the AV Trigger will be deemed not to have occurred in respect of a reinstatement AV Asset.
 
Economic Non-Equivalence – Participant’s failure to provide reasonable assumptions
 
12.16  
Within five Business Days after the date (the “ fourth relevant date ”) of the second determination, the Participant shall give written notice (the “ fourth relevant notice ”) to the Treasury specifying the date (the “ fifth relevant date ”) upon which such cessation shall have effect, which date shall be (A) after the date upon which the fourth relevant notice is effective, (B) as soon as reasonably practicable having regard to the number of reinstatement AV Assets and (C) in any event no later than five calendar months after the fourth relevant date.
 
12.17  
On the fifth relevant date the reinstatement AV Assets shall for all purposes of the Scheme Documents cease to be AV Assets (and therefore Modified Trigger AV Assets).  Such cessation:
 
 
(A)  
shall have retrospective effect, provided that such retrospective effect shall not require the Participant to deliver a Conflicts Certificate in respect of any reinstatement AV Asset with a Trigger Date falling before the date upon which such AV Asset was designated a reinstatement AV Asset pursuant to paragraph 11.4, 12.5 or 12.6 above; and
 
 
(B)  
shall not of itself result in the reinstatement AV Assets ceasing to be Covered Assets.
 
12.18  
Such adjustments shall be made pursuant to and in accordance with Condition 8.7 as are required to give effect to paragraph 12.17 above, provided that for the purposes only of the adjustments to amounts relating to the reinstatement AV Assets to be made pursuant to this paragraph 12.18, Condition 8.7 shall be deemed to be amended by replacing the words “in the Quarterly Statement for a subsequent Quarter” with the
 
 
54

 
 
 
 
words “in the Quarterly Statement and the corresponding Quarterly Statement Data for the Quarter during which the fifth relevant date falls”.  By way of example (which is illustrative only), the AV Trigger will be deemed not to have occurred in respect of a reinstatement AV Asset.
 
Economic Non-Equivalence – limitations on reinstatement
 
12.19  
For the purposes only of giving effect to paragraphs 12.14 and 12.15 (or 12.17 and 12.18, as the case may be) above, the Participant shall not be required by paragraphs 12.14 and 12.15 (or 12.17 and 12.18, as the case may be) above to adjust any historic Post-Accession Data, Quarterly Statement Data or information contained in a Quarterly Statement, in each case relating to the reinstatement AV Assets, to the extent such data or information do not have a bearing on:
 
 
(A)  
the credit protection provided by the Treasury to the Participant under the Scheme;
 
 
(B)  
the economic effect for the Treasury or the Participant of the Participant’s participation in the Scheme; and/or
 
 
(C)  
the capital benefit provided to the Participant under the Scheme,
 
in respect of:
 
 
(i)
a particular reinstatement AV Asset;
 
 
(ii)
any group of reinstatement AV Assets; or
 
 
(iii)
all the reinstatement AV Assets.
 
 
Economic Non-Equivalence – effect on Step-In Rights
 
12.20  
If paragraphs 12.14 and 12.15 (or 12.17 and 12.18, as the case may be) apply, then:
 
 
(A)  
if the reinstatement AV Assets comprise all of the AV Assets, the Step-In Threshold Amount referred to in Condition 32.3(A)(i) shall be reinstated in full by way of the amendment set out in paragraph (J) of clause 2.1 of the Simplification Supplemental Agreement ceasing to apply with effect from and including the date of delivery of the Quarterly Statement required to be delivered pursuant to paragraph 12.15 or 12.18 above (as applicable);
 
 
(B)  
if the reinstatement AV Assets comprise (or a portion thereof comprises) all of the AV Assets within a particular Covered Asset Class (or a relevant group of Covered Asset Classes), the applicable Step-In Threshold Amount referred to in paragraph 32.3(A)(ii) for that Covered Asset Class (or relevant group of Covered Asset Classes) shall be reinstated in full by way of the amendment set out in paragraph (M) of clause 2.1 of the Simplification Supplemental Agreement ceasing to apply in so far as it relates to such Step-In Threshold
 
 
55

 
 
 
 
 
Amount with effect from and including the date of delivery of the Quarterly Statement required to be delivered pursuant to paragraph 12.15 or 12.18 above (as applicable); and
 
 
(C)  
if the reinstatement AV Assets do not comprise all of the AV Assets and the Participant requests (by giving notice in writing to the Treasury at any time within 20 Business Days after the date upon which the Quarterly Statement required to be delivered pursuant to paragraph 12.15 or 12.18 above (as applicable) is delivered), the Treasury and the Participant shall, from and including the date upon which such written notice is effective and to and including the date that is 20 Business Days (or such other period as may be agreed in writing between the Treasury and the Participant) after the date upon which such written notice is effective, participate in good faith discussions with each other with a view to agreeing in writing whether (and the extent to which) the Step-In Threshold Amounts shall be reinstated on a pro rata basis (reflecting the quantum of the reinstatement AV Assets) consistent with paragraph (A) and after taking into account any reinstatement pursuant to paragraph (B) above.  In the absence of agreement in writing, there shall be no reinstatement of the Step-In Thresholds pursuant to this paragraph (C).
 
12.21  
If the Treasury has previously given a Step-In Notice on the basis of a Step-In Trigger under Condition 32.3(A) and the application of the Step-In Threshold Amounts as reinstated pursuant to paragraph 12.20(A) or 12.20(B) above (or pursuant to an agreement in writing between the Treasury and the Participant contemplated in paragraph 12.20(C) above) to the aggregate Losses net of all Recoveries (as at the then most recent Quarter Date for which a Quarterly Statement has been delivered) in respect of the entire Covered Assets (for the purpose of Condition 32.3(A)(i)) or, as applicable, Covered Assets within a particular Covered Asset Class or group of Covered Asset Classes (for the purpose of Condition 32.3(A)(ii)) demonstrates that such Step-In Trigger no longer subsists then the Treasury shall, as soon as reasonably practicable following receipt of a written request from the Participant, deliver a Step-Out Notice in respect of the Step-In Rights which it would not have been entitled to exercise but for such Step-In Trigger.  Conditions 32.25 and 32.26 shall apply, mutatis mutandis , to such a Step-Out Notice.
 
12.22  
Paragraphs 12.3 to 12.20 above shall be without prejudice to the Treasury’s right to exercise (or continue to exercise, as the case may be) the Step-In Rights arising out of any Step-In Trigger under Condition 32.3(A) unless, and until such time as, the Treasury is required to deliver a Step-Out Notice in respect of such Step-In Rights pursuant to paragraph 12.21 above.
 
Step-In Non-Equivalence – review
 
12.23  
If the Treasury has given a Step-In Notice on the basis of a Step-In Trigger under Condition 32.3(A) and the Participant reasonably believes such Step-In Trigger would not have occurred but for there having been Step-In Non-Equivalence, then the Participant shall be entitled to give written notice (the “ first relevant notice ”) to the Treasury:
 
 
56

 
 
 
 
(A)  
requesting good faith discussions in relation to such Step-In Non-Equivalence;
 
 
(B)  
providing reasonable details of such belief and the grounds therefor; and
 
 
(C)  
including data which supports such belief.
 
12.24  
The Treasury and the Participant shall, from and including the date upon which the first relevant notice is effective and to and including the date (the “ relevant date ”) that is 20 Business Days (or such other period as may be agreed in writing between the Treasury and the Participant) after the date upon which the first relevant notice is effective, participate in good faith discussions with each other with a view to:
 
 
(A)  
agreeing whether, and the extent to which, such Step-In Non-Equivalence has arisen; and
 
 
(B)  
(if and to the extent such Step-In Non-Equivalence has arisen) agreeing and implementing the steps to be taken in order to reverse such Step-In Non-Equivalence.
 
The Treasury and the Participant acknowledge that:
 
 
(i)
such good faith discussions may include the Treasury and/or the Participant procuring the opinion of an independent financial adviser or accounting expert in support of its belief; and
 
 
(ii)
such steps may include the delivery and acceptance of a Step-Out Notice, adjusting the Step-In Threshold Amounts or otherwise amending the Scheme Documents.
 
Step-In Non-Equivalence – dummy reinstatement process
 
12.25  
If, notwithstanding such good faith discussions, the Participant reasonably believes such Step-In Trigger would not have occurred but for there having been Step-In Non-Equivalence and such Step-In Non-Equivalence has not been reversed, then it shall be entitled at any time after the relevant date to give written notice (the “ second relevant notice ”) to the Treasury specifying the AV Asset or group of AV Assets which it believes has given rise to such Step-In Non-Equivalence (or stating that all the AV Assets are believed by it to have given rise to such Step-In Non-Equivalence) (the “ affected AV Assets ”) and requiring such beliefs to be tested.  The Treasury and the Participant shall then undertake the process referred to in paragraphs 12.7 to 12.19 above, which shall apply mutatis mutandis for the purpose of testing such beliefs as if such written notice were a second relevant notice referred to in paragraph 12.5 above and the affected AV Assets were reinstatement AV Assets, provided that:
 
 
(i)
paragraphs 12.14 and 12.17 above shall not result in the reinstatement AV Assets ceasing to be AV Assets (which cessation shall instead be deemed to occur only for the purpose of producing the dummy adjustments and Quarterly Statement referred to in sub-paragraph (ii) below); and
 
 
57

 
 
 
 
(ii)
paragraphs 12.15 and 12.18 above shall not require adjustments to be made pursuant to and in accordance with Condition 8.7 (which adjustments shall instead be produced as dummy adjustments, in a dummy Quarterly Statement, to be used for the purpose only of testing such beliefs).
 
Step-In Non-Equivalence – outcome
 
12.26  
If the application of the Step-In Threshold Amounts in force before the coming into effect of the Simplification Amendments to such dummy adjustments and Quarterly Statement demonstrates that such Step-In Trigger would not have occurred but for there having been Step-In Non-Equivalence then the Treasury shall, as soon as reasonably practicable following receipt of written request from the Participant, deliver a Step-Out Notice in respect of the Step-In Rights which it would not have been entitled to exercise but for such Step-In Non-Equivalence.  Conditions 32.25 and 32.26 shall apply, mutatis mutandis , to such a Step-Out Notice.
 
Step-In Non-Equivalence – without prejudice to pre-existing Step-In Rights
 
12.27  
Paragraphs 12.23 to 12.25 above shall be without prejudice to the Treasury’s right to exercise (or continue to exercise, as the case may be) the Step-In Rights arising out of any Step-In Trigger under Condition 32.3(A) unless, and until such time as, the Treasury is required to deliver a Step-Out Notice in respect of such Step-In Rights pursuant to paragraph 12.26 above.
 
13.  
REMEDY EVENTS
 
A breach of the Specified Obligations referred to in paragraphs 6.5(A), 6.5(B) and 6.5(C) above and clauses 3.2(I), 3.2(J) and 3.2(K) of the Simplification Supplemental Agreement  shall be capable of remedy by means of:
 
 
(A)  
adjusting, recording or removing (as applicable) the relevant risk classification, individual asset level write-off, individual asset level impairment, balance sheet value calculated using the clean price, fair value, other balance sheet value, individual asset level credit value adjustment or currency conversion (as applicable), in each case with retrospective effect;
 
 
(B)  
making the consequential changes to the Relevant Records with retrospective effect; and
 
 
(C)  
making such adjustments pursuant to and in accordance with Condition 8.7 as are required to give effect to paragraphs (A) and (B) above,
 
and shall not be capable of remedy by any other means.
 
14.  
MODIFICATIONS
 
Sub-paragraphs (i) and (ii) of Scheme Principle (A1), and Scheme Principle (B1), shall be deemed not to form part of the Scheme Principles for the purpose only of construing
 
 
58

 
 
 
the references to “the Scheme Principles” in Conditions 47.1(A), 47.3(A) and 47.7(C)(i) and (ii).  This paragraph 14 varies Condition 47.
 
15.  
INTERPRETATION
 
In construing the Conditions:
 
    (A)
(i)
any negative amount shall be treated as being less than zero and less than any positive amount;
 
 
(ii)
zero shall be treated as being greater than any negative amount and less than any positive amount; and
 
 
(iii)
any positive amount shall be treated as being greater than zero and greater than any negative amount; and
 
   (B)
(i)
a reduction in an amount may include an increase in its negative value; and
 
 
(ii) 
an increase in an amount may include a reduction in its negative value.
 
 
59

 
 
SCHEDULE 7
 
(New part 4 of appendix B to the Accession Agreement)
 
** *
 


 
* * * Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
60

 

 
IN WITNESS of which this Agreement has been entered into on the date which first appears on page 1 above.
 
Signed by two of
The Commissioners of Her Majesty’s Treasury
 
)
)
)
)
)
…JDuddrudge……..… (sign)
 
…J Duddridge……..… (print)
 
….22/6/2011.………… (dated)
     
 
)
)
)
)
)
…Michael Fabrilant…. (sign)
 
…M FABRILANT…… (print)
 
…22/6/2011……….… (dated)
     
Signed for and on behalf of
The Royal Bank of Scotland plc
acting by its duly appointed attorney
 
)
)
)
)
)
Bruce van Saun........  (sign)
 
Bruce van Saun
 
30 th June 2011......…… (dated)
     
Signed for and on behalf of
The Royal Bank of Scotland Group plc
acting by its duly appointed attorney
 
)
)
)
)
)
Bruce Van Saun.……… (sign)
 
Bruce van Saun
 
30 th June 2011………… (dated)

61


 
Exhibit 4.34
 
Dated 22 JULY 2011
 

 

 

 
The Commissioners of Her Majesty’s Treasury
 
The Royal Bank of Scotland plc
 
and
 
The Royal Bank of Scotland Group plc
 

 

 
________________________________________
 
FIFTH SUPPLEMENTAL AGREEMENT
 
relating to The Royal Bank of Scotland plc’s
participation in the UK Asset Protection Scheme
 
________________________________________
 

 
 

 
 
CONTENTS
 
1.
INTERPRETATION
3
     
2.
AMENDMENT AND VARIATION
4
     
3.
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
5
     
4.
CONDITIONS PRECEDENT
7
     
5.
COUNTERPARTS
8
     
SCHEDULE 1 (New Definitions) 9
     
SCHEDULE 2  
     
 
Part I (Replacement Clauses 9.4 and 9.8 of the Accession Agreement)
12
     
 
Part II (Insertion of Additional Specified Obligations in Schedule 4 to the Accession Agreement)
13
     
SCHEDULE 3 (New Clauses 10.2 to 10.13 of the Accession Agreement) 14
     
SCHEDULE 4 (Form of Side Letter) 21
     
SCHEDULE 5 (Amendment of Scheme Principles) 23
     
SCHEDULE 6 (Ultimate Parent IDs Excluded by Agreement) 24
 
 
2

 

DATE : 22 JULY 2011
 
PARTIES :
 
1.
The Commissioners of Her Majesty’s Treasury of 1 Horse Guards Road, London SW1A 2HQ (the “ Treasury ”);
 
2.
The Royal Bank of Scotland plc , a public limited company incorporated in Scotland with registered number SC090312, whose registered office is at 36 St Andrew Square, Edinburgh, Midlothian EH2 2YB (the “ Participant ”); and
 
3.
The Royal Bank of Scotland Group plc , a public limited company incorporated in Scotland with registered number SC045551, whose registered office is at 36 St Andrew Square, Edinburgh, Midlothian EH2 2YB (the “ Initial Parent ”).
 
BACKGROUND :
 
A.
On 19 January 2009, Her Majesty’s Government of the United Kingdom announced its intention to offer the UK Asset Protection Scheme (the “ Scheme ”).
 
B.
On 26 November 2009, the Participant agreed to participate in the Scheme pursuant to an accession agreement (the “ Accession Agreement ”) made between the Treasury, the Participant and the Initial Parent.
 
C.
On 27 August 2010, 20 December 2010, 10 February 2011 and 30 June 2011 the parties to this Agreement (the “ Parties ”) agreed to amend certain terms of the Accession Agreement and the terms and conditions of the Scheme (as such terms and conditions apply to the Participant) and the Participant agreed to enter into certain supplemental obligations pursuant to supplemental agreements between the Parties.
 
D.
The Parties have now agreed to make certain further amendments to the Accession Agreement and the terms and conditions of the Scheme (as such terms and conditions apply to the Participant) as further detailed in this Agreement.
 
IT IS AGREED :
 
1.  
INTERPRETATION
 
1.1  
In this Agreement:
 
 
(A)  
Conditions Precedent ” has the meaning given to it in Clause 4;
 
 
(B)  
Effective Date ” means, subject to the Treasury having notified the Participant in writing of it being satisfied that the Conditions Precedent have been fulfilled (or waived) in accordance with Clause 4 before such date, 1 August 2011;
 
 
(C)  
Initial Focus List ” has the meaning given to it in Schedule 1;
 
 
(D)  
Participant Entities ” means the Participant and the Initial Parent;
 
 
3

 
 
 
(E)  
Restructuring Side Letter ” means the letter from the Agency to the Participant and the Initial Parent dated 17 January 2011 entitled “Prohibited Conduct in respect of Restructurings”; and
 
 
(F)  
Side Letter ” means the letter from the Agency to the Participant and the Initial Parent in the form set out in Schedule 4.
 
1.2  
Capitalised terms used but not defined in this Agreement shall have the respective meanings given to them in the Accession Agreement (including on the basis set out in clause 1.1(B) of the Accession Agreement).
 
1.3  
Condition 57 shall apply to this Agreement mutatis mutandis except that in this Agreement, unless otherwise stated, references to Clauses and Schedules are references to clauses of, and schedules to, this Agreement.
 
1.4  
The Schedules form part of this Agreement.
 
1.5  
This Agreement is hereby designated a Scheme Document.
 
1.6  
Clause 1.3 of the Accession Agreement shall apply to this Agreement mutatis mutandis except that references therein to “this Agreement” shall be to this Agreement.
 
2.  
AMENDMENT AND VARIATION
 
2.1  
The Accession Agreement shall be amended and the Conditions varied pursuant to Condition 1.5 with effect from the Effective Date as follows:
 
 
(A)  
the new definitions listed in Schedule 1 shall be inserted into clause 1.1 of the Accession Agreement, in alphabetical order;
 
 
(B)  
references in clauses 9.2 and 9.3 of the Accession Agreement to Covered Assets shall be replaced by references to Focus List Assets;
 
 
(C)  
existing clauses 9.4 and 9.8 of the Accession Agreement shall be deleted and new clauses 9.4 and 9.8 as set out in Part I of Schedule 2 shall be inserted in their place;
 
 
(D)  
the heading of existing clause 10 of the Accession Agreement shall be deleted in its entirety a new heading “ASSET MANAGEMENT CONDITIONS” inserted in its place;
 
 
(E)  
existing clause 10 of the Accession Agreement shall be renumbered as clause 10.1 under a new sub-heading “ Blind Pool Assets ”;
 
 
(F)  
new clauses 10.2 to 10.13 and sub-headings thereto as set out in Schedule 3 shall be inserted into the Accession Agreement immediately after clause 10.1 thereof (as renumbered pursuant to Clause 2.1(E));
 
 
(G)  
Schedule 4 (Additional Specified Obligations) of the Accession Agreement shall be amended by the insertion of additional Specified Obligations as set out in Part II of Schedule 2; and
 
 
4

 
 
 
(H)  
the Scheme Principles shall be amended by the deletion of existing Conditions 2.3(U), 2.3(V) and 2.3(X) and their replacement by new Conditions 2.3(U), 2.3(V) and 2.3(X) as set out in Schedule 5.
 
2.2  
With effect from the Effective Date (but without prejudice to any accrued rights of the Treasury thereunder) the Restructuring Side Letter shall cease to be of any further force or effect.
 
2.3  
The Accession Agreement shall, save as expressly provided in this Agreement, continue in full force and effect.
 
3.  
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
 
3.1  
Each Participant Entity represents and warrants to the Treasury on the date of this Agreement and on the Effective Date as follows:
 
 
(A)  
it is a company with limited liability, duly incorporated and validly existing under the law of its jurisdiction of incorporation;
 
 
(B)  
it has the power to own its assets and carry on its business as it is being conducted;
 
 
(C)  
the obligations expressed to be assumed by it in this Agreement and the Side Letter are legal, valid, binding and enforceable obligations, subject to any general principles of law limiting such obligations;
 
 
(D)  
it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the Side Letter and the transactions contemplated by this Agreement and the Side Letter;
 
 
(E)  
the entry into and performance by it of this Agreement and the Side Letter and the transactions contemplated by this Agreement and the Side Letter do not conflict with (i) any Applicable Law or (ii) the constitutional documents of any member of the Participant’s Group; and
 
 
(i)  
all Authorisations that are (singly or in the aggregate) material in the context of this Agreement and/or the Side Letter and are required (a) to enable it lawfully to enter into, and exercise its rights and comply with its obligations pursuant to, this Agreement and the Side Letter and (b) to make this Agreement and the Side Letter admissible in evidence in its jurisdiction of incorporation; and
 
 
(ii)  
all material Authorisations required to enable it lawfully to carry on its business,
 
have been obtained or effected and are in full force and effect and, so far as it (acting reasonably and having made all due and reasonable enquiries) is aware, there are no circumstances which might reasonably be expected to lead to any of such Authorisations being revoked, suspended, varied or refused renewal to an extent which would be, or would be reasonably likely to be, (singly or in the aggregate) material in the context of this Agreement and/or the Side Letter.
 
 
5

 
 
3.2  
The Participant Entities represent and warrant to the Treasury that, to the best of their knowledge and belief, having duly made all due and reasonable enquiries, the entries set out in the Initial Focus List and in Schedule 6 together specify the Ultimate Parent IDs as at 31 May 2011 of:
 
 
(A)  
each Covered Asset (other than any Blind Pool Asset) with a Covered Amount that is in excess of * ** which was (in whole or in part) within the Global Restructuring Group of the Participant’s Group as at 30 June 2011 or within the Non-Core division of the Participant’s Group as at 31 May 2011; and
 
 
(B)  
each Covered Asset with a Covered Amount that when aggregated with the Covered Amount of each other Covered Asset with the same Ultimate Parent ID as at 31 May 2011 is in excess of *** where at least one of such Covered Assets was (in whole or in part) within the Global Restructuring Group of the Participant’s Group as at 30 June 2011 or within the Non-Core division of the Participant’s Group as at 31 May 2011 and in either case is not a Blind Pool Asset,
 
and for the purposes of the foregoing, references to the Covered Amount of any Covered Asset shall be construed as references to the Covered Amount of that Covered Asset as at 31 May 2011 as would be reportable by the Participant in accordance with the Data Field Rules for Post-Accession Data as at such date were the Update Frequency in section 20 of Part III (Specific Rules for Timing of Completion and Delivery) of the Data Field Rules for the Post-Accession Data Fields monthly rather than quarterly.
 
3.3  
The representations and warranties in Clause 3.2 shall be deemed to be Representations (as defined in the Conditions) for the purposes of construing the reference to Representations in Condition 33.1(C).
 
3.4  
Each Participant Entity shall notify the Treasury promptly if it becomes aware that the representations and warranties in Clause 3.2 were incorrect or misleading in any respect.
 
3.5  
The Participant undertakes to ensure that the Asset Management Framework and the Conflicts Management Policy are reviewed for consistency with this Agreement and more generally to determine any modifications thereto that the Participant reasonably considers to be appropriate as soon as reasonably practicable and in any event by the time of the September 2011 SOC meeting.
 
3.6  
Subject to compliance by the Participant with its obligations under Clause 3.5, the Parties agree that the Participant shall not be treated as being in breach of Conditions 10.22(C) or 10.23(C) as a result of any inconsistency between (i) the Asset Management Framework and/or the Conflicts Management Policy and (ii) any other provisions of the Scheme Documents that may arise during the period from the Effective Date to the September 2011 SOC meeting as a result of the execution of this Agreement.
 
4.  
CONDITIONS PRECEDENT
 
4.1  
It shall be a condition precedent to the effectiveness of Clauses 2.1, 2.2 and 3.4 that the conditions set out in Clause 4.4 (the “ Conditions Precedent ”) shall
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
6

 
 
have been fulfilled to the satisfaction of the Treasury (or waived in its sole discretion).
 
4.2  
The Treasury shall, as soon as reasonably practicable, notify the Participant upon it being satisfied that the Conditions Precedent have been fulfilled (or waived).  Such notification shall be conclusive evidence of fulfilment (or waiver) of the Conditions Precedent but shall not otherwise constitute any waiver, agreement or consent.
 
4.3  
If any of the Conditions Precedent shall not have been fulfilled (or waived) before the Effective Date, this Agreement shall terminate with immediate effect.  The Parties acknowledge and agree that if this Agreement is terminated pursuant to this Clause 4.3, the amendments and variations referred to in Clause 2.1 and the provisions of Clause 2.2 shall not take effect.
 
4.4  
The Conditions Precedent are as follows:
 
 
(A)  
the receipt by the Treasury of the Side Letter, duly executed by the Participant Entities;
 
 
(B)  
the receipt by the Treasury of:
 
 
(i)
(a)
a copy of a resolution of the board of directors of the Participant which approves and authorises the Participant to execute, and perform its obligations under, this Agreement and the Side Letter; or
 
 
(b)
a copy of an alternative corporate authority of the Participant; and
 
 
(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the Participant certifying that, so far as he or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i)(a) above or (i)(b) above (as the case may be) is a true, complete and accurate copy of the original and in full force and effect,
 
in each case in form and substance satisfactory to the Treasury; and
 
 
(C)  
the receipt by the Treasury of:
 
 
(i)
(a)
a copy of a resolution of the board of directors of the Initial Parent which approves and authorises the Initial Parent to execute, and perform its obligations under, this Agreement and the Side Letter; or
 
 
(b)
a copy of an alternative corporate authority of the Initial Parent; and
 
 
(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the Initial Parent certifying that, so far as he
 
 
7

 
 
or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i)(a) above or (i)(b) above (as the case may be) is a true, complete and accurate copy of the original and in full force and effect,
 
in each case in form and substance satisfactory to the Treasury.
 
5.  
COUNTERPARTS
 
Clause 23 of the Accession Agreement shall apply to this Agreement mutatis mutandis .
 
IN WITNESS of which this Agreement has been entered into on the date which first appears on page 1 above.
 
 
8

 

SCHEDULE 1
 
(New Definitions)
 
Focus List ” means the Initial Focus List as amended and updated by the Participant from time to time pursuant to the provisions of Clauses 10.11 and 10.12;
 
Focus List Related Party Asset ” means:
 
 
(A)  
a part of a Focus List Asset that is a Triggered Asset which would be treated as if it were not a Covered Asset pursuant to Condition 7.26(D);
 
 
(B)  
an asset or exposure (other than a Focus List Asset) of any person falling within paragraph (A) or (C) of the definition of Applicable Entity in respect of which:
 
 
(i)  
the credit limit, credit line or trading line (or equivalent) in respect of a Counterparty is aggregated with the credit limit, credit line or trading line (or equivalent) of a Counterparty in respect of a Focus List Asset pursuant to the Credit Aggregation Policy, or would be so aggregated if the Credit Aggregation Policy were to be consistently applied as between Focus List Assets and assets and exposures (including Protected Assets and Related Party Assets) that do not comprise Focus List Assets; or
 
 
(ii)  
there is a Conflict involving one or more Focus List Assets which is required to be managed pursuant to the Conflicts Management Policy ,
 
and for the purposes of paragraph (B)(i) above, an asset or exposure (other than a Focus List Asset) of any person falling within paragraph (A) or (C) of the definition of Applicable Entity in respect of which any Counterparty (or any Group Member of any such Counterparty) is also a Counterparty (including an Obligor) in respect of a Focus List Asset (or a Group Member of any such Counterparty) shall be deemed to be regarded by the Credit Aggregation Policy as, prima facie, a Focus List Related Party Asset;
 
Initial Focus List ” means the Initial Focus List in the agreed form;
 
Focus List Asset ” means:
 
 
(A)  
where a Bank Covered Asset ID is specified in the Focus List, the Relevant Covered Asset(s) and or Relevant Non-Cash Realisations identified by such Bank Covered Asset ID;
 
 
(B)  
where an APS Covered Asset ID is specified in the Focus List but no associated Bank Covered Asset ID is specified in the Focus List, the Relevant Covered Asset(s) identified by such APS Covered Asset ID and any Relevant Non-Cash Realisation(s) in respect of such Relevant Covered Asset(s);
 
 
9

 
 
 
(C)  
where an Ultimate Parent ID is specified in the Focus List but no associated APS Covered Asset ID or Bank Covered Asset ID is specified in the Focus List, any Relevant Covered Asset(s) with such Ultimate Parent ID and any Relevant Non-Cash Realisation(s) in respect of such Relevant Covered Asset(s);
 
 
(D)  
a Relevant Covered Asset or Relevant Non-Cash Realisation that would have been a Focus List Asset had the Participant complied with its obligations under Clause 10.11;
 
 
(E)  
any other Protected Asset or part of a Protected Asset (identified by reference to its or the associated APS Asset Covered ID(s) and, if required, Bank Covered Asset ID(s)) that is agreed in writing between the Treasury and the Participant to be a Focus List Asset; or
 
 
(F)  
a Closely Related Hedge in respect of any Relevant Covered Asset that is a Focus List Asset;
 
Minor Restructuring Event ” means any action taken by a member of the Participant’s Group which is intended by such member (acting reasonably and in good faith) to provide an Obligor with short term financial relief or stability and which would usually be considered as an interim measure pending the anticipated agreement of a longer-term restructuring, including:
 
 
(A)  
covenant test deferrals;
 
 
(A)  
covenant waivers;
 
 
(B)  
covenant resets or amendments;
 
 
(C)  
deferrals of interest;
 
 
(D)  
deferrals of non-material amounts of capital;
 
 
(E)  
provision of short term funding to meet perceived liquidity requirements; and
 
 
(F)  
standstill agreements;
 
Monthly Delivery Date ” means, in relation to a calendar month other than March or December, the Weekly Delivery Date next following the date falling 30 Business Days after the end of that calendar month and, in relation to each March and December, the Weekly Delivery Date next following the date falling 25 Business Days after the end of such March or December as the case may be;
 
Nominated Representatives ” means, in relation to the Participant, Nathan Bostock (being the Chief Risk Officer of the Participant), or such other representative of the Participant as the Treasury may agree with the Participant in writing from time to time, and, in relation to the Treasury, the Chief Executive of the Agency, or such other representative of the Treasury as the Treasury may specify to the Participant in writing from time to time;
 
Non-Qualifying Minor Restructuring Event ” means any Minor Restructuring Event which either itself or when taken together with any prior Minor Restructuring Event has
 
 
10

 
 
the effect of deferring engagement with the Borrower regarding a longer term restructuring for more than six months;
 
Notification Week ” means a period from Friday of one week to Thursday of the following week (inclusive) provided that the first Notification Week shall commence on 1 July 2011 and end on 4 August 2011;
 
Relevant Conduct ” has the meaning given to it in Clause 10.9(A)(i);
 
Relevant Covered Asset ” means a Protected Asset falling within paragraph (A) or (B) of the definition of Protected Asset, or any part thereof;
 
Relevant Non-Cash Realisation ” means a Non-Cash Realisation falling within paragraph (C) of the definition of Protected Asset, or any part thereof;
 
Significant Restructuring Event ” means, in relation to any Focus List Asset (other than a Blind Pool Asset):
 
 
(A)  
any Restructuring Event other than a Minor Restructuring Event which is not a Non-Qualifying Minor Restructuring Event; and
 
 
(B)  
any Non-Qualifying Minor Restructuring Event;
 
Triggered Focus List Asset ” means a Triggered Asset that is a Focus List Asset;
 
Weekly Delivery Date ” means, in relation to a Notification Week, the third Business Day next following the end of such Notification Week;
 
 
11

 
 
SCHEDULE 2
 
Part I
(Replacement Clauses 9.4 and 9.8 of the Accession Agreement)
 
9.4
For the purposes of Condition 12.4 as amended in its application to the Participant pursuant to Clause 10.4 and by way of stipulating the threshold above which Treasury approval is required under the Conduct Approvals Hierarchy (and for this purpose, this sub-Clause shall be deemed to be part of the Conduct Approvals Hierarchy as set out as such in the Asset Management Framework), Treasury approval shall be required in relation to Condition 12.2(C) if:
 
 
(A)  
where the Disposal Transaction does not constitute a transaction or transactions falling within Clause 9.5:
 
 
(i)  
as at 31 December 2008, the Covered Amount of the Triggered Focus List Asset the subject of the Disposal Transaction exceeded * ** ; or
 
 
(ii)  
as at the date of the proposed Disposal Transaction, the Outstanding Amount of the Triggered Focus List Asset the subject of the Disposal Transaction exceeded ***; or
 
 
(B)  
where the Disposal Transaction does constitute a transaction or transactions falling within Clause 9.5:
 
 
(i)  
as at 31 December 2008, the aggregate Covered Amount of the Triggered Assets the subject of the transactions constituting the Disposal Transaction exceeded ***; or
 
 
(ii)  
as at the date of the transactions constituting the Disposal Transaction, the aggregate Outstanding Amount of the Triggered Assets the subject of the Disposal Transaction exceeded ***.
 
9.8
For the purposes of applying the Thresholds in Clauses 9.2, 9.3 and 9.4, where a Covered Amount or an Outstanding Amount is denominated in any Other Currency, the amount shall be translated into sterling on the day the relevant event occurs under Condition 12.2 using a market rate reasonably determined by the Participant based on its ordinary course business and banking policies, practices and procedures consistently applied.
 


*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.

 
12

 
 
Part II
(Insertion of Additional Specified Obligations in Schedule 4 to the Accession Agreement)
 
 
Specified Obligation
Whether capable
of being remedied
Delivery of notices and information in relation to Relevant Conduct in accordance with Clause 10.9(A)(i)
Yes
Notification of Ultimate Parent IDs in accordance with Clauses 10.11(A)(i) and 10.11(A)(ii)
Yes
Notification of Non-Cash Realisations and identification of changes in accordance with Clause 10.11(B)
Yes
Provision of updated Focus List and reconciliation in accordance with Clause 10.11(E)
Yes
 
 
13

 
 
SCHEDULE 3
 
(New Clauses 10.2 to 10.13 of the Accession Agreement)
 
 
Certain Limitations of Conditions 10 and 12 to Focus List Assets and Other Consequential Provisions
 
10.2
It is agreed that:
 
 
(A)  
for the purposes of applying Condition 10.8 to the Participant and subject to Clause 10.8, the requirement for the Participant to ensure that (i) the portfolio of Protected Assets as a whole, (ii) the portfolio of Protected Assets within (or, in the case of a Non-Cash Realisation or Closely Related Hedge, being in respect of a Covered Asset within) each Covered Asset Class, and (iii) each Protected Asset is, in each case Managed and Administered (regardless of whether such Management and Administration is undertaken by a member of the Participant’s Group or by a Representative of a member of the Participant’s Group) at all times and in all respects in accordance with the Asset Management Objective pursuant to Condition 10.8(B) shall apply solely to Focus List Assets;
 
 
(B)  
for the purposes of applying Condition 10.8 to the Participant, the requirement for the Participant to ensure that (i) the portfolio of Protected Assets as a whole, (ii) the portfolio of Protected Assets within (or, in the case of a Non-Cash Realisation or Closely Related Hedge, being in respect of a Covered Asset within) each Covered Asset Class, and (iii) each Protected Asset is, in each case Managed and Administered (regardless of whether such Management and Administration is undertaken by a member of the Participant’s Group or by a Representative of a member of the Participant’s Group) at all times and in all respects in accordance with the provisions of the Asset Management Framework and the Conflicts Management Policy pursuant to Condition 10.8(D) shall apply to Protected Assets that are not Focus List Assets only to the same extent as such provisions apply to Protected Assets that are Blind Pool Assets;
 
 
(C)  
references to Protected Assets in Conditions 10.1, 10.17, 10.19, 10.20, 10.22(E) and 10.23(A)(iv) shall be read as references to Focus List Assets;
 
 
(D)  
references in the Conditions to Condition 10.8 in relation to any Protected Asset shall be read and construed as references to Condition 10.8 to the extent applicable to that Protected Asset;
 
 
(E)  
the proviso in relation to the Asset Management Objective at the end of Condition 6.12(A)(ii) shall apply solely if the relevant Derivative Agreement is a Focus List Asset;
 
 
(F)  
the words “and in accordance with the Asset Management Objective” in Condition 7.3 shall be deemed deleted save where the relevant
 
 
14

 
 
Triggered Asset is a Triggered Focus List Asset; and
 
 
(G)  
the words “For the purposes of Conditions 10.17, 12.2 and 15.15, a” in Condition 10.18 shall be deemed to be replaced by the phrase “For the purposes of the Conditions”.
 
10.3
It is agreed that:
 
 
(A)  
for the purposes of applying Condition 10.10 to the Participant and subject to Clause 10.8, the requirement to ensure that each Related Party Asset is Managed and Administered (regardless of whether such Management and Administration is undertaken by a member of the Participant’s Group or by a Representative of a member of the Participant’s Group) at all times and in all respects in accordance with Condition 10.8 ( mutatis mutandis ) shall be deemed not to include a reference to Condition 10.8(B) save where the relevant Related Party Asset is a Focus List Related Party Asset;
 
 
(B)  
for the purposes of applying Condition 10.10 to the Participant, the requirement to ensure that each Related Party Asset is Managed and Administered (regardless of whether such Management and Administration is undertaken by a member of the Participant’s Group or by a Representative of a member of the Participant’s Group) at all times and in all respects in accordance with the provisions of the Asset Management Framework and the Conflicts Management Policy shall be deemed to apply to Related Party Assets that are not Focus List Related Party Assets only to the same extent as such provisions apply to assets that are Related Party Assets that are Blind Pool Assets;
 
 
(C)  
for the purposes of applying Condition 10.10 to the Participant as modified pursuant to paragraph (B) above, where the relevant Related Party Asset is a Focus List Related Party Asset, the reference in Condition 10.10 to Protected Assets shall be read as a reference to Focus List Assets;
 
 
(D)  
references to Related Party Assets in Conditions 10.17, 10.19, 10.20, 10.22(E) and 10.23(A)(iv) shall be read as references to Focus List Related Party Assets; and
 
 
(E)  
references in the Conditions to Condition 10.10 in relation to any Protected Asset shall be read and construed as references to Condition 10.10 to the extent applicable to such Protected Asset.
 
10.4
Subject to Clause 10.8, for the purposes of applying Condition 12 to the Participant, the definition of Prohibited Conduct in Condition 12.2 shall be modified by reading:
 
 
(A)  
references to Covered Assets as references solely to Focus List Assets;
 
 
(B)  
references to Related Party Assets as references solely to Focus List Related Party Assets; and
 
 
(C)  
subject to Clause 10.5, references to Triggered Asset(s) and Non-Cash Realisation(s) as references solely to Triggered Focus List Asset(s) and Non-Cash Realisation(s) that are Focus List Asset(s) respectively,
 
 
15

 
 
and references to Covered Assets and Related Party Assets in Condition 12.4 shall be construed in accordance with paragraph (A) and (B) above respectively.
 
10.5
Notwithstanding Clause 10.4(C), where a Disposal Transaction constitutes a transaction or transactions falling within Clause 9.5, references in Condition 12.2(C) shall apply in relation to all Covered Assets (including Non-Cash Realisations), not just Focus List Assets.
 
10.6
Subject to Clause 10.8, for the purposes of applying Conditions 15.14 and 15.15 to the Participant:
 
 
(A)  
references to Covered Assets shall be read and construed as references to Focus List Assets; and
 
 
(B)  
references to Related Party Assets shall be read and construed as references to Focus List Related Party Assets.
 
10.7
It is agreed that:
 
 
(A)  
references in Conditions 15.1 and 15.2 to Covered Assets and Related Party Assets shall be deemed also to include separate references to Focus List Assets and Focus List Related Party Assets; and
 
 
(B)  
unless and until the Treasury notifies the Participant otherwise, Condition 23.6(D) shall cease to apply.
 
10.8 
Notwithstanding Clauses 10.2(A), 10.3, 10.4 and 10.5:
 
 
(A)  
Condition 10.17 (as amended in its application to the Participant pursuant to Clauses 10.2 and 10.3) shall continue to apply to the Participant so that the Participant’s obligations to ensure that the Focus List Assets are Managed and Administered, and to ensure that the Management and Administration of the Focus List Related Party Assets are Managed and Administered, in accordance with the Asset Management Objective shall not apply if and to the extent that (and only for so long as) the relevant Focus List Asset or Focus List Related Party Asset is Managed and Administered as a Blind Pool Asset;
 
 
(B)  
proviso (i) to Condition 12.2 (as amended in its application to the Participant pursuant to Clause 10.4) shall continue to apply to conduct falling within Condition 12.2(A) that constitutes the management and administration of a Focus List Asset or a Related Party Focus List Asset (as the case may be) as a Blind Pool Asset; and
 
 
(C)  
(without prejudice to the provisions of paragraph 8.4 of Schedule 10) the requirement to deliver a Conflicts Certificate under Condition 15.14 shall not apply in respect of any Focus List Asset which has at all times during the relevant period (as defined in Condition 15.14(B)) been Managed and Administered as a Blind Pool Asset in accordance with Condition 10.18.
 
10.9
It is agreed that:
 
 
(A)  
subject to Clause 10.10, the Participant shall:
 
 
16

 
 
 
(i)  
give notice to the Treasury of, and provide the Treasury with all relevant information in relation to:
 
 
(a)  
all proposed sales, transfers or other disposals (including by way of an Undertaking Disposal or portfolio disposal) of Focus List Assets; and
 
 
(b)  
all proposed Significant Restructuring Events in relation to Focus List Assets ,
 
that are under consideration by any member of the Participant’s Group (in each case “ Relevant Conduct ”); and
 
 
(ii)  
where a Focus List Asset (or portfolio of Protected Assets) is the subject of Relevant Conduct, procure that the relevant relationship manager(s), credit officer(s), portfolio manager(s) and other personnel directly responsible within the Participant’s Group for the Management and Administration of the relevant Focus List Asset (or portfolio) engages in a constructive, open and transparent dialogue with the Treasury in relation to the Relevant Conduct;
 
 
(B)  
all notices referred to in Clause 10.9(A)(i), together with all relevant information, shall be given as soon as reasonably practicable and in any event sufficiently early to allow the Treasury to assess the Relevant Conduct in the context of other options that may be (or but for any breach of this Agreement would have been) available to the Participant or any member of the Participant’s Group in relation to the relevant Focus List Asset;
 
 
(C)  
if the Treasury notifies the Participant prior to the occurrence of the Relevant Conduct that it does not agree with the Relevant Conduct, the matter shall be escalated to the Nominated Representatives of the Participant and the Treasury who shall consult in good faith about the matter;
 
 
(D)  
in the event of a disagreement between the Nominated Representatives about the Relevant Conduct, the final decision as to whether or not to proceed with the Relevant Conduct shall remain with the Participant (or relevant member of the Participant’s Group) save where it constitutes Conduct Requiring Approval which is required to be approved or consented to by the Treasury pursuant to Condition 12.4 (as modified by Clause 10.4) and Clauses 9.1 to 9.5; and
 
 
(E)  
compliance by the Participant with its obligations under Clause 10.9(A)(i)(a) in relation to any Focus List Asset(s) shall discharge its obligations under Condition 10.11(B) in relation to Protected Assets pro tanto .
 
10.10
Without prejudice to the provisions of Clause 9.4, the obligations of the Participant under Clause 10.9(A)(i) shall not apply to Focus List Assets that are Managed and Administered as Blind Pool Assets.
 
 
17

 
 
Notification of Focus List Assets and designation of Excluded Assets
 
10.11
The Participant undertakes:
 
 
(A)  
to notify the Treasury:
 
 
(i)  
on or before each Weekly Delivery Date of the Ultimate Parent ID (excluding any Ultimate Parent ID already recorded on the Focus List or any Ultimate Parent ID for any Ultimate Parent that is a member of the Participant’s Group) in respect of each Covered Asset that is transferred (in whole or in part) into the Global Restructuring Group of the Participant’s Group during the corresponding Notification Week where the aggregate of the Covered Amounts of all Covered Assets with such Ultimate Parent ID is in excess of *** and at least one of such Covered Assets is not a Blind Pool Asset;
 
 
(ii)  
on or before each Weekly Delivery Date that is a Monthly Delivery Date commencing with 16 August 2011 of the Ultimate Parent ID (excluding any Ultimate Parent ID already recorded on the Focus List or any Ultimate Parent ID for any Ultimate Parent that is a member of the Participant’s Group) in respect of each Covered Asset that is transferred (in whole or in part) into the Non - Core division of the Participant’s Group during the corresponding calendar month where the aggregate of the Covered Amounts of all Covered Assets with such Ultimate Parent ID is in excess of *** and at least one of such Covered Assets is not a Blind Pool Asset; and
 
 
(iii)  
on or before each Monthly Delivery Date of each Ultimate Parent ID recorded on the Focus List in relation to which as at the end of the corresponding month there is no longer (in whole or in part) within the Global Restructuring Group or Non-Core division of the Participant’s Group any Covered Asset (other than a Blind Pool Asset) with such Ultimate Parent ID,
 
and for the purposes of sub-paragraph (i) above any information to be provided by the Participant to the extent referable to Ultimate Parent IDs and Covered Amounts shall be deemed to be accurate if consistent with the data reported by the Participant for such fields in accordance with the Data Field Rules for Post-Accession Data as at the end of the Quarter preceding such date or, at the election of the Participant, the data that would be reportable by the Participant for such fields in accordance with such Rules as at a later date;
 
 
(B)  
to provide the Treasury on or before each Monthly Delivery Date with:
 
 
(i)  
a written list in a form satisfactory to the Treasury specifying each Non-Cash Realisation (other than a Non-Cash Realisation in the form of a debt financial instrument) realised, received, recovered or derived by any Applicable Entity (other than with respect to a Blind Pool Asset) that (a) as at the end of the corresponding calendar month is held within or managed by the Strategic
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
18

 
 
Investment Group or West Register business units of the Global Restructuring Group of the Participant’s Group (or any successor business unit of all or any part of the Strategic Investment Group or West Register business units of the Global Restructuring Group of the Participant’s Group) and (b) if purchased by the relevant Applicable Entity for cash consideration, was purchased for a consideration in excess of * ** or its equivalent in foreign currency as determined using a market rate reasonably determined by the Participant based on its ordinary course business and banking policies, practices and procedures consistently applied; and
 
 
(ii)  
identification of all changes in the list since the immediately preceding list provided to the Treasury pursuant to paragraph (B)(i) above;
 
 
(C)  
to add each Ultimate Parent ID notified to the Treasury in accordance with paragraph (A)(i) or (A)(ii) above to the Focus List on or before the relevant Weekly Delivery Date;
 
 
(D)  
to:
 
 
(i)  
add and/or remove as applicable each Ultimate Parent ID, APS Covered Asset ID and/or Bank Covered Asset ID notified by the Treasury in accordance with Clause 10.12; and
 
 
(ii)  
to add and/or remove any other APS Covered Asset ID and/or Bank Covered Asset ID that is agreed in writing by the Treasury and the Participant
 
to (or from) the Focus List that is to be delivered on the next Weekly Delivery Date provided that the relevant notification from the Treasury is given (or agreement reached) by 4.00pm on Friday of the week immediately preceding such Weekly Delivery Date and otherwise to (or from) the Focus List to be delivered on the next succeeding Weekly Delivery Date; and
 
 
(E)  
to provide to the Treasury on each Weekly Delivery Date:
 
 
(i)  
an updated Focus List which reflects each amendment to the Focus List required in accordance with paragraphs (C) and (D) above; and
 
 
(ii)  
identification in a format reasonably satisfactory to the Treasury of (a) each addition and/or removal to (or from) such Focus List of an Ultimate Parent ID, APS Covered Asset ID and Bank Covered Asset ID and (b) each change in status as regards being within the Global Restructuring Group or Non-Core division of the Participant’s Group since the Focus List provided to the Treasury on the immediately preceding Weekly Delivery Date .
 

*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
19

 
 
10.12
The Treasury may at its sole discretion by notice at any time to the Participant require the Participant to update the Focus List by:
 
 
(A)  
adding and/or removing any specified Ultimate Parent ID(s) to (or from) the Focus List;
 
 
(B)  
adding and/or removing any specified APS Covered Asset IDs for Covered Assets with Ultimate Parent IDs for Ultimate Parents that are members of the Participant’s Group to (or from) the Focus List; and/or
 
 
(C)  
adding and/or removing any specified Bank Covered Asset IDs in respect of Non-Cash Realisations falling within Clause 10.11(B)(i) to (or from) the Focus List.
 
10.13
The Participant’s obligations under Clauses 10.2 to 10.12 (inclusive) shall be deemed to form part of the Asset Management Conditions.
 
 
20

 
 
SCHEDULE 4
 
(Form of Side Letter)
 
[ APA letterhead ]
 
 
[ date ] 2011
 
The Royal Bank of Scotland plc
135 Bishopsgate
London
EC2M 3UR
 
Attention:  APS Management
 
The Royal Bank of Scotland Group plc
135 Bishopsgate
London
EC2M 3UR
 
Attention:  APS Management
 
Dear Sirs
 
Variation of Asset Management Conditions
 
1.  
We refer to:
 
 
(A)  
the Accession Agreement dated 26 November 2009 between The Commissioners of Her Majesty’s Treasury, The Royal Bank of Scotland plc and The Royal Bank of Scotland Group plc, as amended or supplemented from time to time (the “ Accession Agreement ”); and
 
 
(B)  
the Fifth Supplemental Agreement to the Accession Agreement of even date between The Commissioners of Her Majesty’s Treasury, The Royal Bank of Scotland plc and The Royal Bank of Scotland Group plc (the “ Fifth Supplemental Agreement ”).
 
Any word or expression defined in the Accession Agreement or in the Conditions (as defined in the Accession Agreement) shall have the same meaning when used in this letter.
 
2.  
The document headed “Focus Asset List” in the form attached to this letter is hereby designated by the Treasury and the Participant as being the Initial Focus List in the agreed form for the purposes of the Accession Agreement as amended by the Fifth Supplemental Agreement .
 
 
21

 
 
Kindly confirm your agreement to the foregoing by signing and returning the enclosed copy of this letter.
 
Yours faithfully,
 

 
 
For and on behalf of the Commissioners of HM Treasury
(acting through the Asset Protection Agency)
 
 
Confirmed and agreed for and on behalf of The Royal Bank of Scotland plc
 
Signature:
 
 
Name:      Date:   
         
         
         
 
 
 
Confirmed and agreed for and on behalf of The Royal Bank of Scotland Group plc
 
Signature:
 
 
Name:      Date:   
         
         
         
 
 
22

 
 
* **
 
 
 
 
 
 
 
 
 
 
 
 
 
 


*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
23

 
 
SCHEDULE 5
 
(Amendment of Scheme Principles)
 
 
 
(U)
Subject to certain specified exceptions, the Participant must ensure that any conduct in relation to covered assets (to the extent protected by the Scheme), non-cash recoveries and certain closely related hedges (together, the “protected assets”) complies with certain specified “asset management requirements”. For certain protected assets (“focus list assets”), the asset management requirements include a specified “asset management objective” and “prohibited conduct” requirements .
 
 
(V)
The asset management objective does not apply to assets that are not focus list assets.  The asset management objective and, subject to certain specified exceptions, prohibited conduct requirements also do not apply to assets within the consumer finance and residential mortgage covered asset classes that are managed and administered alongside non-covered assets within those classes by personnel who are unaware of whether or not such assets and exposures are protected under the Scheme provided that the other applicable asset management requirements are complied with such that (without limitation):
 
 
(i)
the policies, practices and procedures of the Participant’s group are applied consistently to a particular type or class of asset or exposure regardless of whether or not the asset or exposure is protected under the Scheme; and
 
 
(ii)
there is no prejudice to, discrimination against or disproportionate adverse effect on the relevant covered assets when compared to assets and exposures of the same type or class that are non-covered assets.
 
 
(X)
It is also intended that Scheme Principle (U) should apply to any decision to dispose of a focus list asset and certain other protected assets in respect of which a trigger has occurred.
 
 
24

 
 
SCHEDULE 6
 
(Ultimate Parent IDs Excluded by Agreement)
 

* **
 
 
 
 
 
 
 
 
 
 
 
 
 
 


*** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
25

 

Signed by two of
)
Angela Watkins
 (sign)
The Commissioners of Her Majesty’s Treasury
)
   
 
)
ANGELA WATKINS
(print)
 
)
   
 
)
21 ST July 2011
(dated)
       
       
 
  )
J Duddridge
(sign)
 
)
   
 
)
J DUDDRIDGE
(print)
 
)
   
 
)
21 st July 2011
(dated)
       
       
       
Signed for and on behalf of
)
J Collins
(sign)
The Royal Bank of Scotland plc
)
   
acting by its duly appointed attorney
)
JOHN COLLINS
(print)
 
)
   
 
)
22 July 2011
(dated)
       
       
       
Signed for and on behalf of
)
J Collins
(sign)
The Royal Bank of Scotland Group plc
)
   
acting by its duly appointed attorney
)
J COLLINS
(print)
 
)
   
 
)
22 nd July 2011
(dated)
 
26

Exhibit 4.35
 

 
Dated 18 August 2011
 


 
 

 
The Commissioners of Her Majesty’s Treasury
 
The Royal Bank of Scotland plc
 
and
 
The Royal Bank of Scotland Group plc
 

 

 

 

 

 
SIXTH SUPPLEMENTAL AGREEMENT
relating to The Royal Bank of Scotland plc’s
participation in the UK Asset Protection Scheme
 

 
 

 

 
 

 

 
Slaughter and May
One Bunhill Row
London EC1Y 8YY
(MJXT/GBC)
506975378
 
 
 

 
 
CONTENTS
 
1
INTERPRETATION
3
     
2
AMENDMENT
4
     
3
REPRESENTATIONS AND WARRANTIES
6
     
4
CONDITIONS PRECEDENT
10
     
5
COSTS AND EXPENSES
11
     
6
COUNTERPARTS
11
     
SCHEDULE 1 (New definitions to be inserted into clause 1 of the Accession Agreement)
12
   
SCHEDULE 2 (New clauses 12.7 to 12.20 of the Accession Agreement)
15
   
SCHEDULE 3 (New clauses 12.21 and 12.22 of the Accession Agreement)
23
   
SCHEDULE 4 (Additions to schedule 4 to the Accession Agreement)
24
 
 
 

 
 
DATE: 18 August   2011
 
PARTIES:
 
1.
The Commissioners of Her Majesty’s Treasury of 1 Horse Guards Road, London SW1A 2HQ (the “ Treasury ”);
 
2.
The Royal Bank of Scotland plc , a public limited company incorporated in Scotland with registered number SC090312, whose registered office is at 36 St Andrew Square, Edinburgh, Midlothian EH2 2YB (the “ Participant ”); and
 
3.
The Royal Bank of Scotland Group plc , a public limited company incorporated in Scotland with registered number SC045551, whose registered office is at 36 St Andrew Square, Edinburgh, Midlothian EH2 2YB (the “ Initial Parent ”).
 
BACKGROUND:
 
A.
On 19 January 2009, Her Majesty’s Government of the United Kingdom announced its intention to offer the UK Asset Protection Scheme (the “ Scheme ”).
 
B.
On 26 November 2009, the Participant agreed to participate in the Scheme pursuant to an accession agreement (the “ Accession Agreement ”) made between the Treasury, the Participant and the Initial Parent.
 
C.
On 27 August 2010, 20 December 2010, 10 February 2011, 30 June 2011 and 22 July 2011, the parties to this Agreement (the “ Parties ”) agreed to amend certain terms of the Accession Agreement and the terms and conditions of the Scheme (as such terms and conditions apply to the Participant) and the Participant agreed to enter into certain supplemental obligations pursuant to supplemental agreements between the Parties.
 
D.
The Parties have agreed further to amend the Accession Agreement and the terms and conditions of the Scheme (as such terms and conditions apply to the Participant) and the Participant has agreed to enter into certain supplemental obligations as further detailed in this Agreement.
 
IT IS AGREED:
 
1.  
INTERPRETATION
 
1.1  
In this Agreement:
 
 
(A)  
Account Based Overdraft ” has the meaning given to it in Schedule 1;
 
 
(B)  
Conditions Precedent ” has the meaning given to it in Clause 4.1;
 
 
(C)  
Effective Date ” means the date the Treasury notifies the Participant in writing of it being satisfied that the Conditions Precedent have been fulfilled (or waived) in accordance with Clause 4.2;
 
 
 

 
 
 
(D)  
Loss Credit ” has the meaning given to it in Schedule 3;
 
 
(E)  
Participant Entities ” means the Participant and the Initial Parent;
 
 
(F)  
Revised Agreed Model ” means the spreadsheet in the form of a password-protected file, representing a revised Agreed Model, placed into the eRoom (being the web-based repository that provides protection and access control for data transferred electronically between the Agency and the Participant, to which the Agency has given staff of the Participant nominated by the Participant access via user IDs and passwords) at 11:39 a.m. on 11 August 2011; and
 
 
(G)  
Side Letter ” means the letter dated 31 January 2011 from the Agency to the Participant and the Initial Parent entitled “Reporting issues relating to Post-Accession Data, Quarterly Statements and Quarterly Statement Data”.
 
1.2  
Capitalised terms used but not defined in this Agreement shall have the respective meanings given to them in the Accession Agreement (including on the basis set out in clause 1.1(B) of the Accession Agreement).
 
1.3  
Condition 57 shall apply to this Agreement mutatis mutandis except that in this Agreement references to Clauses and Schedules are references to clauses of, and schedules to, this Agreement.
 
1.4  
The Schedules form part of this Agreement.
 
1.5  
This Agreement is hereby designated a Scheme Document.
 
2.  
AMENDMENT
 
Accession Agreement
 
2.1  
The Accession Agreement shall be amended with effect from and including the Effective Date by:
 
 
(A)  
the insertion (in alphabetical order) of new definitions into clause 1.1(A) of the Accession Agreement, as set out in Schedule 1;
 
 
(B)  
the insertion of the words “and provided further that this definition shall also not apply in (i) the definitions of Overdraft Recovery Calculation Date and Overdraft Write-Off Amount, (ii) Clauses 12.8 to 12.20 and (iii) the Overdrafts Supplemental Agreement” immediately after the words “the Simplification Supplemental Agreement” in the definition of “write-off” in clause 1.1(A) of the Accession Agreement;
 
 
(C)  
the insertion of new clauses 12.7 to 12.20 into the Accession Agreement immediately after clause 12.6 thereof, as set out in Schedule 2;
 
 
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(D)  
the insertion of new clauses 12.21 and 12.22 into the Accession Agreement immediately after clause 12.20 thereof, as set out in Schedule 3;
 
 
(E)  
the addition of new rows to the table set out in schedule 4 to the Accession Agreement, as set out in Schedule 4;
 
 
(F)  
the addition of two new Realisation Types to Annex 1 to the QS Data Field Rules, as follows:
 
"Overdraft three years expired"
 
"Overdraft account closed"; and
 
 
(G)  
the insertion of a new rule 38.2 into QS Data Field Rules immediately after rule 38.1 thereof, as follows:
 
 
"38.2
If Clause 12.14 applies, this field must be completed with "Overdraft three years expired".  If Clause 12.15 applies, this field must be completed with "Overdraft account closed".  Rule 38.1 above shall be subject to this rule 38.2."
 
2.2  
The provisions of such new clauses 12.7 to 12.22 of the Accession Agreement, including the definitions used therein, vary the Conditions and shall, for the purpose of construing references in the Scheme Documents to the Conditions, be deemed to form part of the Conditions.  References in this Clause 2.2 to the Conditions are to the Conditions as they apply in respect of the Participant and references in such new clauses 12.7 to 12.22 of the Accession Agreement to variations and amendments to the Conditions shall be construed accordingly.
 
2.3  
The Accession Agreement shall, save as expressly provided in this Agreement, continue in full force and effect.
 
2.4  
The Parties acknowledge and agree that this Agreement shall constitute the performance and discharge of their respective obligations under clause 8.5(E) of the Accession Agreement.
 
Loss Credits
 
2.5  
The Participant Entities acknowledge and the Parties agree that all the loss credits (including where they were referred to as “Other Amounts”) granted by the Agency (on behalf of the Treasury) to the Participant before the date of this Agreement were accepted and agreed by the Participant and shall, with effect from and including the Effective Date, be treated as Loss Credits (and not as Other Amounts) in respect of the Quarters for which they were granted.
 
 
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Agreed Model
 
2.6  
The Parties agree that, with effect from and including the Effective Date, the current Agreed Model shall be replaced with the Revised Agreed Model so that all references in the Scheme Documents to the Agreed Model are deemed to be references to the Revised Agreed Model.
 
3.  
REPRESENTATIONS AND WARRANTIES
 
General
 
3.1  
Each Participant Entity represents and warrants to the Treasury on the date of this Agreement and on the Effective Date as follows:
 
 
(A)  
it is a company with limited liability, duly incorporated and validly existing under the law of its jurisdiction of incorporation;
 
 
(B)  
it has the power to own its assets and carry on its business as it is being conducted;
 
 
(C)  
the obligations expressed to be assumed by it in this Agreement and the Side Letter are legal, valid, binding and enforceable obligations, subject to any general principles of law limiting such obligations;
 
 
(D)  
it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the Side Letter and the transactions contemplated by this Agreement and the Side Letter;
 
 
(E)  
the entry into and performance by it of this Agreement and the Side Letter and the transactions contemplated by this Agreement and the Side Letter do not conflict with (i) any Applicable Law or (ii) the constitutional documents of any member of the Participant’s Group; and
 
 
(F)
(i)
all Authorisations that are (singly or in the aggregate) material in the context of this Agreement and the Side Letter and are required (a) to enable it lawfully to enter into, and exercise its rights and comply with its obligations pursuant to, this Agreement and the Side Letter and (b) to make this Agreement and the Side Letter admissible in evidence in its jurisdiction of incorporation; and
 
 
(ii)  
all material Authorisations required to enable it lawfully to carry on its business,
 
have been obtained or effected and are in full force and effect and, so far as it (acting reasonably and having made all due and reasonable enquiries) is aware, there are no circumstances which might reasonably be expected to lead to any of such Authorisations being revoked, suspended, varied or refused
 
 
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renewal to an extent which would be, or would be reasonably likely to be, (singly or in the aggregate) material in the context of this Agreement and the Side Letter.
 
3.2  
The Participant represents and warrants to the Treasury on the date of this Agreement and on the Effective Date as follows:
 
 
(A)  
no member of the Participant’s Group has, during the period from and including 1 January 2009, treated (for the purposes of the Relevant Records, in recording and calculating individual asset level write-offs and in performing account closures) assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations) differently from assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which do not form part of Covered Assets (or Non-Cash Realisations) by reason of the former’s status as forming part of Covered Assets (or Non-Cash Realisations, as the case may be), which status shall not be a relevant consideration in determining such treatment;
 
 
(B)  
each member of the Participant's Group has, during the period from and including 1 January 2009, in respect of assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations):
 
 
(i)  
(for the purposes of the Relevant Records) recorded and calculated individual asset level write-offs:
 
 
(a)  
in accordance with the ordinary business practices from time to time of the relevant business within the Participant's Group (consistently applied); and
 
 
(b)  
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied); and
 
 
(ii)  
performed account closures in accordance with the ordinary business practices from time to time of the relevant business within the Participant’s Group (consistently applied);
 
 
(C)  
the ordinary business practices of the Participant's Group have at all times during the period from and including 1 January 2009 and in respect of assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations) been (except to an extent that is not material in the context of aggregate Losses net of aggregate Recoveries):
 
 
(i)  
to suspend the debiting of fees, interest and charges:
 
 
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(a)  
(in the case of retail assets and exposures) on or before the applicable assets and exposures are transferred to a recoveries department; and
 
 
(b)  
(in the case of non-retail assets and exposures) on or before the applicable assets and exposures or any applicable customer, or other Obligor or counterparty, is considered by the relevant member of the Participant's Group to be in default or impaired, for which purpose the applicable assets and exposures are deemed to be in default or impaired if any one or more of the following occurs:
 
 
(1)  
any applicable customer, or other Obligor or counterparty, is in significant financial difficulties;
 
 
(2)  
the relevant member of the Participant's Group, for economic or legal reasons relating to any applicable customer's, or other Obligor's or counterparty's, financial difficulties, makes a concession to such customer, Obligor or counterparty which it would not have made but for such economic or legal reasons relating to such customer's, Obligor's or counterparty's financial difficulties; and
 
 
(3)  
any event which is (or would, if such assets and exposures were a Covered Asset, be) a Bankruptcy event in respect of such assets and exposures under paragraphs (A) or (C) of Condition 5.16 mutatis mutandis ;
 
 
(ii)  
(in the case of retail assets and exposures) to transfer the applicable assets and exposures to a recoveries department before the occurrence of a Trigger in respect of the Covered Asset of which such assets and exposures form part (or the Covered Asset to which the Non-Cash Realisation of which such assets and exposures form part relates, as the case may be); and
 
 
(iii)  
(in the case of non-retail assets and exposures) for the relevant member of the Participant’s Group to consider the applicable assets and exposures or an applicable customer, or other Obligor or counterparty, to be in default or impaired (including where this is the case as a result of the occurrence of any one or more of the events referred to in sub-paragraphs (1) to (3) of sub-paragraph (i)(b) above) on or very soon after the occurrence of a Trigger in respect of the Covered Asset of which such assets and exposures form part (or the Covered Asset to which the Non-Cash Realisation of which such assets and exposures form part relates, as the case may be);
 
 
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(D)  
the ordinary business practices of businesses within the Participant's Group have at all times during the period from and including 1 January 2009 and in respect of assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations) been (except to an extent that is not material in the context of aggregate Losses net of aggregate Recoveries):
 
 
(i)  
not to write off all or any part of the debit balance of the account to which the Account Based Overdraft relates unless (and then only to the extent):
 
 
(a)  
the relevant member of the Participant’s Group agrees with the applicable customer, or other Obligor or counterparty, to reduce such debit balance; or
 
 
(b)  
the relevant member of the Participant’s Group considers there to be no reasonable prospect of any further recovery in respect of such debit balance;
 
 
(ii)  
to apply Cash Realisations with respect to, resulting from or arising out of such assets and exposures to the debit balance of the account to which the relevant Account Based Overdraft relates; and
 
 
(iii)  
not to close the account and write off in full the remaining debit balance of such account if there are any subsisting Realisations which are Realisations by reason of such assets and exposures forming part of the Covered Asset or Non-Cash Realisation (as the case may be), comprising rights of set-off or netting, or rights to any other process or arrangement (including counterclaim) having a substantially similar effect; and
 
 
(E)  
the effect of the ordinary business practices referred to in paragraph (D) above is that, in respect of assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations), the aggregate amount of the debit balances of the accounts to which such Account Based Overdrafts relate written-off in the circumstances referred to in sub-paragraph (D)(i)(b) above reflects all prospective Cash Realisations expected by any relevant member of the Participant's Group (acting in good faith and based on reasonable criteria) with respect to, resulting from or arising out of such assets and exposures (except to an extent that is not material in the context of aggregate Losses net of aggregate Recoveries).
 
3.3  
The representations and warranties set out in Clause 3.2 shall be deemed to:
 
 
(A)  
be Representations (as defined in the Conditions) for the purpose only of construing the reference to Representations in Condition 33.1(C); and
 
 
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(B)  
form part of the Asset Management Conditions (as defined in the Conditions) for the purposes only of construing the references to the Asset Management Conditions in Conditions 15.2(P), 19.1(F), 20.5 and 32.3(C).
 
4.  
CONDITIONS PRECEDENT
 
4.1  
It shall be a condition precedent to the effectiveness of Clause 2.1 that the conditions set out in Clause 4.4 (the “ Conditions Precedent ”) shall have been fulfilled to the satisfaction of the Treasury (or waived in its sole discretion).
 
4.2  
The Treasury shall, as soon as reasonably practicable, notify the Participant upon it being satisfied that the Conditions Precedent have been fulfilled (or waived).  Such notification shall be conclusive evidence of fulfilment (or waiver) of the Conditions Precedent but shall not otherwise constitute any waiver, agreement or consent.
 
4.3  
If any of the Conditions Precedent shall not have been fulfilled (or waived) on or before the date that is five Business Days (or such other period as may be agreed in writing between the Parties) after the date of this Agreement, this Agreement shall terminate with immediate effect.  The Parties acknowledge and agree that if this Agreement is terminated pursuant to this Clause 4.3, the amendments and variations referred to in Clause 2.1 shall not take effect.
 
4.4  
The Conditions Precedent are as follows:
 
 
(A)  
the receipt by the Treasury of:
 
 
(i)
(a)
a copy of a resolution of the board of directors of the Participant which approves and authorises the Participant to execute, and perform its obligations under, this Agreement and the Side Letter; or
 
 
(b)
a copy of an alternative corporate authority of the Participant; and
 
 
(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the Participant certifying that, so far as he or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i)(a) above or (i)(b) above (as the case may be) is a true, complete and accurate copy of the original and in full force and effect,
 
in each case in form and substance satisfactory to the Treasury; and
 
 
(B)  
the receipt by the Treasury of:
 
 
(i)
(a)
a copy of a resolution of the board of directors of the Initial Parent which approves and authorises the Initial Parent to
 
 
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execute, and perform its obligations under, this Agreement and the Side Letter; or
 
 
(b)
a copy of an alternative corporate authority of the Initial Parent; and
 
 
(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the Initial Parent certifying that, so far as he or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i)(a) above or (i)(b) above (as the case may be) is a true, complete and accurate copy of the original and in full force and effect,
 
in each case in form and substance satisfactory to the Treasury.
 
5.  
COSTS AND EXPENSES
 
5.1  
The Participant acknowledges and agrees for the purpose of Condition 9.10 that the costs and expenses incurred by the Treasury, the Treasury Solicitor and any other Government Entity arising out of or in connection with the negotiation, preparation, execution and carrying into effect of this Agreement are Management and Administration Costs.
 
5.2  
In this Clause 5, “ costs and expenses ” shall have the meaning given to it in Condition 9.2.
 
6.  
COUNTERPARTS
 
Clause 23 of the Accession Agreement shall apply to this Agreement mutatis mutandis .
 
 
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SCHEDULE 1
 
( New definitions to be inserted into clause 1 of the Accession Agreement )
 
Account Based Overdraft ” means an Overdraft which is made available in respect of a money transmission account or current account, provided that, for the purpose of any reference to an Account Based Overdraft which is not, and does not form part of, a Covered Asset (including where it is, or forms part of, a Non-Cash Realisation but is not, and does not form part of, a Covered Asset), the definition of Overdraft in Condition 6.8(D) shall be deemed to be replaced with the following: an "Overdraft" means an overdraft or other similar indebtedness (or a facility, to the extent an overdraft or other similar indebtedness may be incurred pursuant to that facility) which any member of the Participant's Group (or, in the case of such an overdraft, other similar indebtedness or facility which is the subject of a Permitted Arrangement, a relevant Applicable Entity) is entitled at any time (whether on demand or on notice but without the need for any contractual event of default, termination event or specified repayment or prepayment requirement to have arisen) to terminate or require to be repaid in full or fully cash collateralised, provided that (for the avoidance of doubt) a Revolving Facility is not an Overdraft;
 
Non-overdraft Proportion ” means, in respect of a Triggered Asset, a proportion determined as follows:
 
(A – B) / A
 
where:
 
A
is the Outstanding Amount, on the Trigger Date (or, if later, on 31 December 2008) of that Triggered Asset
 
B
is the sum of the Outstanding Amounts, on the Trigger Date (or, if later, on 31 December 2008), of all the Account Based Overdrafts which form part of that Triggered Asset on the Trigger Date (or, if later, on 31 December 2008)
 
For the purpose of this definition, the Outstanding Amount of an Account Based Overdraft which forms part only of a Triggered Asset shall be determined, mutatis mutandis , as if such Account Based Overdraft were a Triggered Asset;
 
Overdraft Loss Amount ” means, in respect of an Account Based Overdraft which was, or formed part of, a Triggered Asset on the Trigger Date (or, if later, on 31 December 2008), an amount determined as follows:
 
L * (A/B)
 
where:
 
is an amount equal to the lesser of:
 
 
(i)
the Outstanding Amount on the Trigger Date (or, if later, on 31 December 2008) of such Triggered Asset; and
 
 
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(ii)
the Covered Amount on the Initial Event Date (or, if later, on 31 December 2008) of such Triggered Asset,
 
converted, if necessary, into the currency in which such Account Based Overdraft is denominated at the inverse of the rate used pursuant to Condition 6.30 to convert such currency into the Covered Amount Currency of that Triggered Asset for the purpose of calculating the Outstanding Amount, on the Trigger Date (or, if later, on 31 December 2008), of such Account Based Overdraft
 
A
is the Outstanding Amount, on the Trigger Date (or, if later, on 31 December 2008), of that Account Based Overdraft
 
B
is the Outstanding Amount, on the Trigger Date (or, if later, on 31 December 2008), of that Triggered Asset
 
For the purpose of this definition, the Outstanding Amount of an Account Based Overdraft which forms part only of a Triggered Asset shall be determined, mutatis mutandis , as if such Account Based Overdraft were a Triggered Asset;
 
Overdraft Recovery Calculation Date ” means, in respect of an Account Based Overdraft which was, or formed part of, a Triggered Asset on the Trigger Date (or, if later on 31 December 2008), the date that is the earlier of:
 
(A)
the later of the third anniversary of the Trigger Date for such Triggered Asset and 31 December 2011; and
 
(B)
the first date on which:
 
 
(i)
the account to which such Account Based Overdraft relates is or has been closed; and
 
 
(ii)
the remaining debit balance (if any) of such account is or has been written-off in full at an individual asset level in the Relevant Records,
 
in each case in accordance with the ordinary business practices from time to time of the relevant business within the Participant’s Group (consistently applied) and in the case of sub-paragraph (ii) above in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied);
 
Overdraft Supplemental Agreement ” means the supplemental agreement dated on or around 17 August 2011 and made between the parties to this Agreement, pursuant to which, in connection with the performance and discharge by the parties to this Agreement of their respective obligations under Clause 8.5(E), such parties agreed to amend certain terms of this Agreement and the Conditions (as such Conditions apply to the Participant) and the Participant agreed to enter into certain supplemental obligations;
 
 
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Overdraft Write-Off Amount ” means, in respect of an Account Based Overdraft which was, or formed part of, a Triggered Asset on the Trigger Date (or, if later, on 31 December 2008), an amount determined as follows:
 
W * (A/B)
 
where:
 
W
is the aggregate of the debit balances of the account to which such Account Based Overdraft relates:
 
 
(i)
which have been written off at any time during the period from and including the day after the Trigger Date for such Triggered Asset (or, if later, 31 December 2008) to and including the Overdraft Recovery Calculation Date for such Account Based Overdraft; and
 
 
(ii)
in respect of which the applicable write-off has not been reversed as at such Overdraft Recovery Calculation Date
 
A
is an amount equal to the lesser of:
 
 
(i)
the Covered Amount on the Initial Event Date (or, if later, on 31 December 2008) of such Triggered Asset; and
 
 
(ii)
the Outstanding Amount on the Trigger Date (or, if later, on 31 December 2008) of such Triggered Asset
 
B
is the Outstanding Amount on the Trigger Date (or, if later, on 31 December 2008) of such Triggered Asset
 
For the purpose of this definition, “ written off ” means written off at an individual asset level in the Relevant Records:
 
(A)
in accordance with the ordinary business practices from time to time of the relevant business within the Participant’s Group (consistently applied); and
 
(B)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied);
 
 
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SCHEDULE 2
 
( New clauses 12.7 to 12.20 of the Accession Agreement )
 
12.7 
Clauses 12.8 to 12.20 shall not apply to a Covered Asset which is an AV Asset.
 
Amendments to the Scheme Principles in relation to Account Based Overdrafts
 
12.8 
The Scheme Principles shall be amended by:
 
 
(A)  
the insertion of a new Scheme Principle (A2) immediately after Scheme Principle (A1), as follows:
 
 
(A2)
Covered assets which are not AV assets and are, or to the extent they include, an overdraft or other similar indebtedness (or a facility, to the extent an overdraft or other similar indebtedness may be incurred pursuant to that facility) made available in respect of a money transmission account or current account (an " account based overdraft ") on or after the trigger date (as described in Scheme Principle (H)) or, if later, 31 December 2008 and covered assets which are not AV assets and in respect of which a non-cash recovery (as described in Scheme Principle (M)) arising after the trigger date or, if later, 31 December 2008 is an account based overdraft have become the subject of " account based overdraft rules " which are intended to simplify the application of the Scheme to account based overdrafts.  It is intended that, save as expressly provided in the account based overdraft rules, the application of the Scheme to such covered assets should be consistent with the application of the Scheme to the other covered assets.”;
 
 
(B)  
the insertion of a new Scheme Principle (I6) immediately after Scheme Principle (I5), as follows:
 
 
"(I6)
There are specific account based overdraft rules for determining losses in respect of the covered assets referred to in Scheme Principle (A2)."; and
 
 
(C)  
the insertion of a new Scheme Principle (M1) immediately after Scheme Principle (M), as follows:
 
 
"(M1)
There are specific account based overdraft rules for determining recoveries in respect of the covered assets referred to in Scheme Principle (A2).".
 
Preclusion of further Losses on Account Based Overdrafts
 
12.9
For the purposes of Conditions 6.22 and 6.24 to 6.26 and rule 20 of the Data Field Rules for the Post Accession Data Fields:
 
 
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(A)
(subject to paragraph (C) below) including for the purpose of calculating the Covered Amount in respect of such Conditions and rule; and
 
 
(B)
(without prejudice to the generality of paragraph (A) above) including for the purpose of calculating the Actual Exposure in respect of such Conditions and rule; but
 
 
(C)
not for the purpose of calculating the Original Maximum Exposure and the Imputed Maximum Exposure in respect of such Conditions and rule,
 
an Account Based Overdraft which is or forms part of a Triggered Asset on the Trigger Date (or, if later, on 31 December 2008) shall, with effect from and including the day after the Trigger Date (or, if later, 31 December 2008), be deemed not to be or, as the case may be, form part of such Triggered Asset.  This Clause 12.9 varies Conditions 6.22, 6.24 to 6.26 and (in respect of Conditions 6.22 and 6.24 to 6.26) 6.8(A) and varies rule 20 of the Data Field Rules for the Post-Accession Data Fields.
 
Adjustments to the Original Maximum Exposure and the Imputed Maximum Exposure
 
12.10
For the purposes of Conditions 6.22 and 6.24 to 6.26 and rule 20 of the Data Field Rules for the Post-Accession Data Fields, in calculating the Covered Amount, on any day after the Trigger Date (or, if later, 31 December 2008), of a Covered Asset which is (or includes) an Account Based Overdraft on the Trigger Date (or, if later, on 31 December 2008), the Original Maximum Exposure and the Imputed Maximum Exposure shall be multiplied by the Non-overdraft Proportion.  This Clause 12.10 varies Conditions 6.22, 6.24 and 6.26 and (in respect of Conditions 6.22 and 6.24 to 6.26) paragraphs (B) and (C) of Condition 6.8 and varies rule 20 of the Data Field Rules of the Post-Accession Data Fields.
 
Preclusion of certain Realisations on Account Based Overdrafts
 
12.11  
For the purpose of determining Realisations (except for the purposes of clause 3.2 of the Overdrafts Supplemental Agreement, Clause 12.16, Conditions 7.15, 7.22, 7.25, 7.26, 7.27, 7.28, 10.6, 10.8, 10.17, 10.18, 12.2, 13.2, 13.4, 14.3, 15.1, 15.2, 19.1 and 57.2 and the definition of "Management and Administration" in Condition 56.1), an Account Based Overdraft which is or forms part of a Triggered Asset on the Trigger Date (or, if later, on 31 December 2008) shall be deemed not to be or, as the case may be, form part of such Triggered Asset.  This Clause 12.11 does not apply to Realisations with respect to, resulting from or arising out of any Closely Related Hedge with respect to such Triggered Asset or any Related Junior Asset in respect of such Triggered Asset.  This Clause 12.11 varies Condition 7.8.
 
12.12
For the purpose of determining Cash Realisations (except for the purposes of clause 3.2 of the Overdrafts Supplemental Agreement, Clause 12.16, Conditions 7.22, 7.25, 7.26, 7.27, 7.28, 14.3, 15.1 and 19.1 and the definition of "Management and Administration" in Condition 56.1) having a Cash Realisation Date after the applicable Overdraft Recovery Calculation Date, an Account Based Overdraft which is or forms part of a Triggered Asset on the Trigger Date (or, if later, on 31 December 2008) shall be
 
 
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deemed not to be or, as the case may be, form part of such Triggered Asset.  This Clause 12.12 varies Condition 7.8.
 
12.13
Paragraphs (C) and, for the avoidance of doubt, (D) of Condition 7.26 shall not apply to any part of a Triggered Asset which is an Account Based Overdraft on the Trigger Date (or, if later, on 31 December 2008).  This Clause 12.13 varies Condition 7.26.
 
Deemed Recoveries on Account Based Overdrafts – not closed with any remaining balance written-off within three years
 
12.14
If the Overdraft Recovery Calculation Date for an Account Based Overdraft which was, or formed part of, a Triggered Asset on the Trigger Date (or, if later, on 31 December 2008) is the third anniversary of the Trigger Date for such Triggered Asset or, if later than such third anniversary, 31 December 2011 then there shall be deemed to be a Recovery in respect of such Triggered Asset on such Overdraft Recovery Calculation Date in an amount equal to the Sterling Equivalent (the Exchange Date being such Overdraft Recovery Calculation Date) of the Overdraft Loss Amount for such Account Based Overdraft.
 
Deemed Recoveries on Account Based Overdrafts –closed and any remaining balance written-off within three years
 
12.15 
If:
 
 
(A)
the Overdraft Recovery Calculation Date for an Account Based Overdraft which was, or formed part of, a Triggered Asset on the Trigger Date (or, if later, on 31 December 2008) is before the third anniversary of the Trigger Date for such Triggered Asset or, if later than such third anniversary, 31 December 2011; and
 
 
(B)
on such Overdraft Recovery Calculation Date the Overdraft Loss Amount exceeds the Overdraft Write-Off Amount, in each case for such Account Based Overdraft,
 
then there shall be deemed to be a Recovery in respect of such Triggered Asset on such Overdraft Recovery Calculation Date in an amount equal to the Sterling Equivalent (the Exchange Date being such Overdraft Recovery Calculation Date) of such excess.
 
Retrospective effect of provisions relating to Account Based Overdrafts
 
12.16
Clauses 12.9 to 12.15 and Clause 12.20 shall have retrospective effect and such adjustments shall be made pursuant to and in accordance with Condition 8.7 as are required to give effect to such Clauses, provided that for the purposes only of the adjustments to amounts to be made pursuant to this Clause 12.16, Condition 8.7 shall be deemed to be amended by replacing the words “in the Quarterly Statement for a subsequent Quarter” with the words “in the Quarterly Statement and the corresponding Quarterly Statement Data for the Quarter during which the Effective Date (as defined in the Overdrafts Supplemental Agreement) falls”.
 
 
17

 
 
Undertakings relating to Account Based Overdrafts
 
12.17 
The Participant undertakes to the Treasury as follows:
 
 
(A)
it shall not, and shall procure that each other member of the Participant’s Group will not, treat (for the purposes of the Relevant Records, in recording and calculating individual asset level write-offs and in performing account closures) assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations) differently from assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which do not form part of Covered Assets (or Non-Cash Realisations) by reason of the former’s status as forming part of Covered Assets (or Non-Cash Realisations, as the case may be), which status shall not be a relevant consideration in determining such treatment;
 
 
(B)
it shall, and shall procure that each other member of the Participant’s Group will, in respect of assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations):
 
 
(i)  
(for the purposes of the Relevant Records) record and calculate individual asset level write-offs:
 
 
(a)  
in accordance with the ordinary business practices from time to time of the relevant business within the Participant's Group (consistently applied); and
 
 
(b)  
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied); and
 
 
(ii)  
perform account closures in accordance with the ordinary business practices from time to time of the relevant business within the Participant’s Group (consistently applied);
 
 
(C)
it shall ensure that the ordinary business practices from time to time of the Participant's Group in respect of assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations) are at all times (except to an extent that is not material in the context of aggregate Losses net of aggregate Recoveries):
 
 
(i) 
to suspend the debiting of fees, interest and charges:
 
 
(a)  
(in the case of retail assets and exposures) on or before the applicable assets and exposures are transferred to a recoveries department; and
 
 
18

 
 
 
(b)  
(in the case of non-retail assets and exposures) on or before the applicable assets and exposures or any applicable customer, or other Obligor or counterparty, is considered by the relevant member of the Participant's Group to be in default or impaired, for which purpose the applicable assets and exposures are deemed to be in default or impaired if any one or more of the following occurs:
 
 
(1)  
any applicable customer, or other Obligor or counterparty, is in significant financial difficulties;
 
 
(2)  
the relevant member of the Participant's Group, for economic or legal reasons relating to any applicable customer's, or other Obligor's or counterparty's, financial difficulties, makes a concession to such customer, Obligor or counterparty which it would not have made but for such economic or legal reasons relating to such customer's, Obligor's or counterparty's financial difficulties; and
 
 
(3)  
any event which is (or would, if such assets and exposures were a Covered Asset, be) a Bankruptcy event in respect of such assets and exposures under paragraphs (A) or (C) of Condition 5.16 mutatis mutandis ;
 
 
(ii)
(in the case of retail assets and exposures) to transfer the applicable assets and exposures to a recoveries department before the occurrence of a Trigger in respect of the Covered Asset of which such assets and exposures form part (or the Covered Asset to which the Non-Cash Realisation of which such assets and exposures form part relates, as the case may be); and
 
 
(iii)
(in the case of non-retail assets and exposures) for the relevant member of the Participant’s Group to consider the applicable assets and exposures or an applicable customer, or other Obligor or counterparty, to be in default or impaired (including where this is the case as a result of the occurrence of any one or more of the events referred to in sub-paragraphs (1) to (3) of sub-paragraph (i)(b) above) on or very soon after the occurrence of a Trigger in respect of the Covered Asset of which such assets and exposures form part (or the Covered Asset to which the Non-Cash Realisation of which such assets and exposures form part relates, as the case may be);
 
 
(D)
it shall ensure that the ordinary business practices from time to time of businesses within the Participant's Group in respect of assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations) are at all
 
 
19

 
 
times (except to an extent that is not material in the context of aggregate Losses net of aggregate Recoveries):
 
 
(i)
not to write off all or any part of the debit balance of the account to which the Account Based Overdraft relates unless (and then only to the extent):
 
 
(a)
the relevant member of the Participant’s Group agrees with the applicable customer, or other Obligor or counterparty, to reduce such debit balance; or
 
 
(b)
the relevant member of the Participant’s Group considers there to be no reasonable prospect of any further recovery in respect of such debit balance;
 
 
(ii)
to apply Cash Realisations with respect to, resulting from or arising out of such assets and exposures to the debit balance of the account to which the relevant Account Based Overdraft relates; and
 
 
(iii)
not to close the account and write off in full the remaining debit balance of such account if there are any subsisting Realisations which are Realisations by reason of such assets and exposures forming part of the Covered Asset or Non-Cash Realisation (as the case may be), comprising rights of set-off or netting, or rights to any other process or arrangement (including counterclaim) having a substantially similar effect; and
 
 
(E)
it shall ensure that the effect of the ordinary business practices referred to in paragraph (D) above is that, at all times in respect of assets and exposures comprising Account Based Overdrafts (together with the accounts to which they relate) which form part of Covered Assets (or Non-Cash Realisations), the aggregate amount of the debit balances of the accounts to which such Account Based Overdrafts relate written-off in the circumstances referred to in sub-paragraph (D)(i)(b) above reflects all prospective Cash Realisations expected by any relevant member of the Participant's Group (acting in good faith and based on reasonable criteria) with respect to, resulting from or arising out of such assets and exposures (except to an extent that is not material in the context of aggregate Losses net of aggregate Recoveries).
 
12.18
The undertakings set out in Clause 12.17 shall be deemed to form part of the Asset Management Conditions (as defined in the Conditions) for the purposes only of construing the references to the Asset Management Conditions in Conditions 15.2(P), 19.1(F), 20.5 and 32.3(C).
 
Breach of Specified Obligations relating to Account Based Overdrafts
 
12.19
A breach of the Specified Obligations referred to in paragraphs (A) to (E) of Clause 12.17 and paragraphs (A) to (E) of clause 3.2 of the Overdrafts Supplemental
 
 
20

 
 
Agreement shall (except, in the case of paragraphs (A) and (B) of Clause 12.17 and paragraphs (A) and (B) of clause 3.2 of the Overdrafts Supplemental Agreement, in so far as such paragraphs relate to the performance of account closures) be capable of remedy by means of making such adjustments pursuant to and in accordance with Condition 8.7 as are required to reflect the adjustment, recording or removal (as applicable) of the relevant individual asset level write-off with retrospective effect.  For the avoidance of doubt, this remedy does not require the Participant to in fact adjust, record or remove (as applicable) the relevant individual asset level write-off in the Relevant Records.
 
Satisfaction of obligations out of Account Based Overdrafts after the Trigger Date
 
12.20
Unless otherwise agreed between the Treasury and the Participant in writing, if and to the extent an Account Based Overdraft (or, where sub-paragraph (A)(ii) below applies, any rights thereunder):
 
 
(A)
(i)
is, or forms part of, a Triggered Asset on any day after the Trigger Date (or, if later, 31 December 2008); or
 
 
(ii)
is a Non-Cash Realisation, having a Non-Cash Realisation Date after the Trigger Date (or, if later, 31 December 2008), in respect of a Triggered Asset; and
 
 
(B)
was not, and did not form part of, such Triggered Asset on the Trigger Date (or, if later, on 31 December 2008),
 
 
then:
 
 
(a)
such Account Based Overdraft (including any rights thereunder) shall be deemed not to be or form part of, and shall be deemed not at any time to have been or formed part of, such Triggered Asset and shall be deemed not to be, and shall be deemed not at any time to have been, a Non-Cash Realisation in respect of such Triggered Asset, in each case:
 
 
(1)
for the purposes of determining Losses, and (subject to paragraph (b) below) Recoveries, in respect of such Triggered Asset; and
 
 
(2)
for the purposes of reporting Losses, and (subject to paragraph (b) below) Recoveries and Realisations, in respect of such Triggered Asset in Quarterly Statements and Quarterly Statement Data; and
 
 
(b)
there shall be a Cash Realisation in an amount equal to such part (if any) of the debit balance (if any) of the account to which such Account Based Overdraft relates as arises in satisfaction or discharge of obligations or liabilities (whether or not such obligations or liabilities are so satisfied or discharged in full), under such Triggered Asset and/or any Non-Cash Realisation in respect of such Triggered Asset, of any Counterparty, but only if and to the extent such satisfaction or discharge would not otherwise be treated under the Conditions
 
 
21

 
 
as giving rise to a Cash Realisation in respect of such Triggered Asset (and this paragraph (b) shall be without prejudice to any such Cash Realisation as may arise under the Conditions).
 
The Cash Realisation Date for a Cash Realisation arising under paragraph (b) above shall be the date on which the debit balance (or the relevant part thereof) arises.  For the purpose only of paragraph (b) above, in determining whether, and the extent to which, the debit balance arises in satisfaction or discharge (in each case, whether in whole or in part) of the obligations or liabilities, under such Triggered Asset and/or any Non-Cash Realisation in respect of such Triggered Asset, of any Counterparty, it shall be deemed that no other Account Based Overdraft (or any rights thereunder) forms part of (or shall ever have formed part of, as the case may be) such Triggered Asset or any Non-Cash Realisation in respect of such Triggered Asset.  This Clause 12.20 varies Conditions 6 and 7.
 
 
22

 
 
SCHEDULE 3
 
( New clauses 12.21 and 12.22 of the Accession Agreement )
 
Other Amounts
 
12.21
The definition of Pending Treasury Payments set out in Condition 8.2 shall be amended by:
 
 
(A)
adding the words “sum of the” immediately after the words “plus the” therein; and
 
 
(B)
adding the words “and the Other Amount in respect of such Quarter as determined pursuant to Condition 8.3” immediately after the words “Condition 8.1” therein.
 
Loss Credits
 
12.22 
Condition 8 shall be amended by:
 
 
(A) 
adding the words “and Loss Credits”:
 
 
(i) 
immediately after the words “share of Losses” in Condition 8.1;
 
 
(ii)
immediately after the words “all Losses” in the definition of Current Excess Losses in Condition 8.1; and
 
 
(iii)
immediately after the words “all Losses” in the definition of Previous Excess Losses in Condition 8.1;
 
 
(B) 
adding the words “and Loss Credits” to the end of the heading to Condition 8.3;
 
 
(C) 
adding the following words to the end of Condition 8.3:
 
"" Loss Credit " means an adjusting amount (which may be positive or negative) agreed in writing between the Treasury and the Participant (each acting in its sole discretion) with specific reference to this Condition 8.3 and the term "Loss Credit".  Any such agreement shall designate the date upon which the applicable Loss Credit shall be deemed for the purpose of this Condition 8 to have occurred. "; and
 
 
(D)
adding the words “or Loss Credit” immediately after the words “any Other Amount” in Condition 8.19(iii).
 
 
23

 
 
SCHEDULE 4
 
( Additions to schedule 4 to the Accession Agreement )
 
Specified Obligation
Whether capable of being remedied
Paragraph (A) of Clause 12.17 – Not to treat Account Based Overdrafts which form part of Covered Assets (or Non-Cash Realisations) differently from Account Based Overdrafts which do not form part of Covered Assets (or Non-Cash Realisations)
Yes, except in so far as the representation and warranty relates to the performance of account closures
 
No, in so far as the representation and warranty relates to the performance of account closures
Paragraph (B) of Clause 12.17 – To record and calculate individual asset level write-offs and perform account closures in a particular manner
Yes, except in so far as the representation and warranty relates to the performance of account closures
 
No, in so far as the representation and warranty relates to the performance of account closures
Paragraph (C) of Clause 12.17 – To ensure the ordinary business practices of the Participant’s Group are (i) to suspend the debiting of fees, interest and charges, (ii) to transfer assets and exposures to a recoveries department and (iii) to consider assets and exposures, or a counterparty, to be in default or impaired, in each case in certain circumstances
Yes
Paragraph (D) of Clause 12.17 – To ensure there are specified ordinary business practices of businesses within the Participant’s Group in relation to (i) writing off debit balances in particular circumstances, (ii) the application of Cash Realisations to debit balances and (iii) closing accounts and writing off in full the remaining debit balances in particular circumstances.
Yes
Paragraph (E) of Clause 12.17 – To ensure a specified effect of the ordinary business practices of businesses within the Participant’s Group.
Yes
 
 
24

 
 
Specified Obligation
Whether capable of being remedied
Paragraph (A) of clause 3.2 of the Overdrafts Supplemental Agreement – Representation and warranty as to not treating assets and exposures comprising Account Based Overdrafts which form part of Covered Assets (or Non-Cash Realisations) differently from assets and exposures comprising Account Based Overdrafts which do not form part of Covered Assets (or Non-Cash Realisations)
Yes, except in so far as the undertaking relates to the performance of account closures
 
No, in so far as the undertaking relates to the performance of account closures
Paragraph (B) of clause 3.2 of the Overdrafts Supplemental Agreement – Representation and warranty as to recording and calculating individual asset level write-offs and performing account closures in a particular manner
Yes, except in so far as the undertaking relates to the performance of account closures
 
No, in so far as the undertaking relates to the performance of account closures
Paragraph (C) of clause 3.2 of the Overdrafts Supplemental Agreement – Representation and warranty as to the ordinary business practices of the Participant’s Group being (i) to suspend the debiting of fees, interest and charges, (ii) to transfer assets and exposures to a recoveries department and (iii) to consider assets and exposures, or a counterparty, to be in default or impaired, in each case in certain circumstances
Yes
Paragraph (D) of clause 3.2 of the Overdrafts Supplemental Agreement – Representation and warranty as to the ordinary business practices of businesses within the Participant’s Group in relation to (i) writing off debit balances in particular circumstances, (ii) the application of Cash Realisations to debit balances and (iii) closing accounts and writing off in full the remaining debit balances in particular circumstances.
Yes
Paragraph (E) of clause 3.2 of the Overdrafts Supplemental Agreement – Representation and warranty as to the ordinary business practices of businesses within the Participant’s Group having a specified effect.
Yes

 
25

 
 
IN WITNESS of which this Agreement has been entered into on the date which first appears on page 1 above.
 
Signed by two of
The Commissioners of Her Majesty’s Treasury
 
)
)
)
)
)
Angela Watkinson
 
ANGELA WATKINSON
 
18/8/11                       
(sign)
 
(print)
 
(dated)
       
 
)
)
)
)
)
J Duddrige
 
J DUDDRIDGE
 
18/8/11
(sign)
 
(print)
 
(dated)
       
Signed for and on behalf of
The Royal Bank of Scotland plc
acting by its duly appointed attorney
 
)
)
)
)
)
R Wild
 
R D WILD
 
12/8/11
(sign)
 
(print)
 
(dated)
       
Signed for and on behalf of
The Royal Bank of Scotland Group plc
acting by its duly appointed attorney
 
)
)
)
)
)
R Wild
 
R D WILD
 
12/8/11
(sign)
 
(print)
 
(dated)
 
26

 
 
 
Exhibit 4.36
 
 
Stephan Wilcke
Chief Executive
020 7877 3400
stephan.wilcke@apa.gsi.gov.uk
 
 
Eastcheap Court, 11 Philpot Lane, London, EC3M 8UD
 31 January 2011
 
       
The Royal Bank of Scotland plc
     
135 Bishopsgate
     
London
     
EC2M 3UR
     
       
Attention: APS Management
     
       
The Royal Bank of Scotland Group plc
     
135 Bishopsgate
     
London
     
EC2M 3UR
     
       
Attention: APS Management
     

 
Dear Sirs
 
Reporting issues relating to Post-Accession Data, Quarterly Statements and Quarterly Statement Data
 
1.
Introduction
 
1.1
We refer to the Accession Agreement dated 26 November 2009 between The Commissioners of Her Majesty’s Treasury, The Royal Bank of Scotland plc and The Royal Bank of Scotland Group plc, as amended and supplemented from time to time (the “ Accession Agreement ”).
 
1.2
Any words or expressions used but not otherwise defined in this letter shall have the respective meanings given to them pursuant to the Accession Agreement.
 
1.3
Unless stated otherwise, references in this letter to paragraphs and sub-paragraphs are references to paragraphs and sub-paragraphs of this letter.
 
1.4
The Schedules and the Appendix form part of this letter.
 
1.5
It is noted and acknowledged that pursuant to Condition 17.13, this letter documents the agreement reached between the Treasury and the Participant as to certain matters relating to the Post-Accession Data, Quarterly Statements and the Quarterly Statement Data to be prepared and produced, and to be delivered by the Participant to the Treasury, pursuant to the Scheme Documents.
 
 
1

 
 
 
2.
Modifications to Post-Accession Data reporting and the Post-Accession Data Fields
 
2.1
Part I (General Rules) of the Data Field Rules for the Post-Accession Data Fields shall be modified by:
 
 
(A)
the deletion in its entirety of rule 1.7(C) and the insertion of a new rule 1.7(C) as set out in Schedule 1 to this letter in its place;
 
 
(B)
the replacement of the words “calendar month” in rule 1.9(B) with the word “Quarter”; and
 
 
(C)
the insertion of:
 
 
(i)
a new rule 1.11A (with the heading “Division or consolidation of assets or exposures”) as set out in Schedule 1 to this letter; and
 
 
(ii)
a new Annex H in the form set out in Appendix 1 to this letter.
 
2.2
Part II (Completion Rules for Post-Accession Data Fields) of the Data Field Rules for the Post-Accession Data Fields shall be modified by the replacement of the word “month” in rule 23.1 with the word “Quarter”.
 
2.3
Part III (Specific Rules for Timing of Completion and Delivery) of the Data Field Rules for the Post-Accession Data Fields shall be modified by the replacement of each reference to “monthly” in the column headed “Update Frequency” with a reference to “quarterly” .
 
3.
Modifications to the Quarterly Statement Data Fields
 
Part 1 (General)
 
3.1
Part 1 (General Rules) of the Data Field Rules for the Quarterly Statement Data Fields shall be modified by the insertion of:
 
 
(A)
a new rule 1.10A (with the heading “Division or consolidation of assets or exposures”) as set out in Part A of Schedule 2 to this letter; and
 
 
(B)
a new Annex 4 in the form set out in Appendix 2 to this letter.
 
Part 2 (Trigger)
 
3.2
Part 2 (Trigger) of the Data Field Rules for the Quarterly Statement Data Fields shall be modified by:
 
 
(A)
the insertion of new rules 5.2 to 5.5 (inclusive) as set out in Part B of Schedule 2 to this letter; and
 
 
(B)
the deletion of rule 6.2 and the insertion of new rules 6.2 to 6.4 (inclusive) as set out in Part B of Schedule 2 to this letter in its place.
 
 
2

 
 
Part 4 (Loss)
 
3.3
Part 4 (Loss) of the Data Field Rules for the Quarterly Statement Data Fields shall be modified by:
 
 
(A)
the deletion of rule 14.1 and the insertion of a new rule 14.1 in its place;
 
 
(B)
the insertion of a new rule 14.4;
 
 
(C)
the deletion of rules 15.1 to 15.4 (inclusive) and the insertion of new rules 15.1 to 15.3 (inclusive) in their place;
 
 
(D)
the deletion of rule 16.1 and the insertion of a new rule 16.1 in its place;
 
 
(E)
the insertion of a new rule 16.5;
 
 
(F)
the deletion of rule 17.1 and the insertion of a new rule 17.1 in its place;
 
 
(G)
the insertion of a new rule 17.5;
 
 
(H)
the deletion of rule 18.1 and the insertion of a new rule 18.1 in its place;
 
 
(I)
the insertion of new rules 18.1A (immediately after the new rule 18.1 inserted pursuant to paragraph 3.3 (H)) and 18.5,
 
each such new rule being as set out in Part C of Schedule 2 to this letter.
 
Part 5 (Recovery or Realisation)
 
3.4
Part 5 (Recovery or Realisation) of the Data Field Rules for the Quarterly Statement Data Fields shall be modified by the insertion (immediately after rule 48) of new rules 48A and 48B each as set out in Part D of Schedule 2 to this letter.
 
4.
Modifications to the Accession Agreement
 
The Accession Agreement shall be modified by:
 
 
(A)
the insertion of new definitions in alphabetical order as set out in Part A of Schedule 3 to this letter into clause 1.1(A);
 
 
(B)
the insertion of new clauses 5.24 and 5.25 (with the heading “Covered Assets that divide or are consolidated”) as set out in Part B of Schedule 3 to this letter;
 
 
(C)
the deletion of clause 18.2(B) and the insertion of a new clause 18.2(B) in its place as set out in Part C of Schedule 3 to this letter; and
 
 
(D)
the insertion (immediately after clause 18) of a new clause 18A as set out in Part D of Schedule 3 to this letter.
 
 
3

 
 
 
5.
General
 
This letter is designated as a Scheme Document.
 
Please confirm your agreement to the foregoing by signing and returning the enclosed copy of this letter.
 
Yours faithfully,
 

 
/s/ Stephan Wilcke
 
……………………………………………………….
For and on behalf of the Commissioners of HM Treasury
(acting through the Asset Protection Agency)
 

 
Confirmed and agreed for and on behalf of The Royal Bank of Scotland plc
 
Signature:
 

 
Name: /s/ John Collins    Date: 31 January 2012
 

 
Confirmed and agreed for and on behalf of The Royal Bank of Scotland Group plc
 
Signature:
 

 
Name: /s/ John Collins    Date: 31 January 2012
 

 
4

 
 
Schedule 1
 
(New rules to be added to Part I (General Rules) of the Data Field Rules for the Post-Accession Data Fields)
 
1.7(C)
20 Business Days after the end of each Quarter following the last Phased Delivery Date (each a “ Subsequent Delivery Date ”).
 
Division or consolidation of assets or exposures
 
1.11A
Where assets or exposures that comprise a Covered Asset are, on or prior to the Trigger Date in respect of the relevant Covered Asset, divided or consolidated, the Participant shall complete the Post-Accession Data Fields in respect of such assets or exposures (as they are divided or consolidated) in a manner consistent with Annex H.
 
 
5

 
 
Schedule 2
 
(New rules to be added to the Data Field Rules for the Quarterly Statement Data Fields)
 
Part A
 
(New rule to be added to Part 1 (General Rules))
 
Division or consolidation of assets or exposures
 
1.10A
Where assets or exposures that comprise a Covered Asset are, on or prior to the Trigger Date in respect of the relevant Covered Asset, divided or consolidated, the Participant shall complete the Quarterly Statement Data Fields in respect of such assets or exposures (as they are divided or consolidated) in a manner consistent with Annex 4.
 
Part B
 
(New rules to be added to Part 2 (Trigger))
 
5.2
Subject to rule 5.5, if in relation to the Covered Asset the Trigger Date (or the date to be reported in accordance with rule 5.3) occurred prior to 1 January 2009 and the Participant cannot readily determine the actual Trigger Date, this field must be completed as 31 December 2008.
 
5.3
Solely for the purpose of completing this field in relation to a Covered Asset allocated either to the “Consumer Finance” or the “Residential Mortgage” Covered Asset Class and in respect of which a Failure to Pay has occurred:
 
 
(A)
where the Days Past Due at the end of any calendar month first equals (and has not at a previous month-end exceeded) the relevant threshold, this field shall be completed with the date of that month-end;
 
 
(B)
where the Days Past Due at the end of any calendar month first exceeds the relevant threshold and the excess is equal to or less than the number of days in that month, the date to be included in this field shall be calculated by counting from the month-end back a number of days equal to the excess.  By way of example (which is illustrative only) if , in respect of a Covered Asset allocated to the “Consumer Finance” Covered Asset Class, the Days Past Due as at the end of November is 190 days, the Participant shall calculate the Trigger Date to be reported by counting back 10 days from the last day of the month, i.e. 20 November; and
 
 
(C)
where the Days Past Due at the end of any calendar month first exceeds the relevant threshold and the excess is greater than the number of the days in that month , this field must be completed with the first day of that month.  By way of example (which is illustrative only) if, in respect of a Covered Asset allocated to the “Residential Mortgage” Covered Asset Class, the Days Past Due as at the end of November is 400 days, the excess (being 35 days) is greater than the number of days in November and the field would be completed as 1 November.
 
5.4           In rule 5.3 “ relevant threshold ” means:
 
 
6

 
 
 
(A)
in respect of Covered Assets allocated to the “Consumer Finance” Covered Asset Class, 180 Days Past Due; and
 
 
(B)
in respect of Covered Assets allocated to the “Residential Mortgage” Covered Asset Class, 365 Days Past Due.
 
5.5
For the purpose of completing this field with respect to a Covered Asset in relation to which the Participant completes Quarterly Statement Data Fields set out in Part 6 (Realisation Expense) in respect of any Realisation Expense that falls within Condition 7.21(E), this field must be completed with the actual Trigger Date of that Covered Asset (or the date calculated in accordance with rule 5.3).
 
6.2
Subject to rule 6.4, if in relation to the Covered Asset the Initial Event Date (or the date to be reported in accordance with rule 6.3) occurred prior to 1 January 2009 and the Participant cannot readily determine the actual Initial Event Date, this field must be completed as 31 December 2008.
 
6.3
Solely for the purpose of completing this field in relation to a Covered Asset allocated to the “Consumer Finance” Covered Asset Class which includes or comprises an overdraft:
 
 
(A)
if it is possible, by reference to the systems and records of the relevant Covered Entity, to determine that a formal demand for repayment of an overdraft was issued, then for the purpose of determining the Initial Failure to Pay Date (if any) in respect of the relevant Covered Asset, the overdraft will be treated as due:
 
 
(i)
in the case of Covered Assets managed by the UK Retail or Ulster Divisions of the Participant’s Group, eight days after the date on which the demand for repayment of the overdraft was issued by (or on behalf of) the relevant Covered Entity; or
 
 
(ii)
in the case of Covered Assets managed by any other division of the Participant’s Group, on the date on which the demand for repayment of the overdraft was issued by (or on behalf of) the relevant Covered Entity; or
 
 
(B)
if it is not possible, by reference to the systems and records of the relevant Covered Entity, to determine whether a formal demand for repayment of an overdraft was issued, then for the purpose of completing this field:
 
 
(i)
it shall be assumed that there is no Potential Failure to Pay in respect of the overdraft; and
 
 
(ii)
where the foregoing assumption results in there being no Potential Failure to Pay with respect to the Covered Asset which is continuing at the Trigger Date, this field must be completed with the same date as the date included in the “Trigger Date” field in respect of the Covered Asset in accordance with rule 5.
 
 
7

 
 
6.4
For the purpose of completing this field with respect to a Covered Asset in relation to which the Participant is required to complete Quarterly Statement Data Fields set out in Part 5 (Recovery and Realisation) in respect of any Cash Realisation that falls within Condition 7.2(iv) or Condition 7.2(v), this field must be completed with the actual Initial Event Date (which shall include any date determined by the application of rule 6.3) of that Covered Asset.
 
Part C
 
(New rules to be added to Part 4 (Loss))
 
14.1
Where the relevant Loss arises under Condition 6.1 (which deals with a Loss arising on a Trigger), this field must be completed with:
 
 
(A)
if the Initial Event Date of the Covered Asset is prior to 1 January 2009, the amount to be specified by the Participant in the Initial Data as the “Covered Amount” of the Covered Asset;
 
 
(B)
if the Initial Event Date of the Covered Asset is on or after 1 January 2009 and the Participant can readily determine the Covered Amount as at the Initial Event Date, the Covered Amount as at the Initial Event Date; or
 
 
(C)
if: (i) the Initial Event Date of the Covered Asset is on or after 1 January 2009 and on or prior to the Cover Termination Date of the Covered Asset; and (ii) the Participant cannot readily determine the Covered Amount as at the Initial Event Date , the Covered Amount as at the last day of the calendar month ending on or immediately after the Initial Event Date applicable to such Covered Asset,
 
stated in the Covered Amount Currency, in each case in respect of the relevant Covered Asset.  For the purpose of reporting the Covered Amount in accordance with rule 14.1(C), the Participant may calculate such Covered Amount: (i) as if Condition 6.5(B) were amended to require calculation of the Covered Amount only on month-end dates, so that the Covered Amount for a relevant month-end falling after 31 December 2008 but on or prior to the Initial Event Date would be determined as the lesser of the Covered Amount Cap on that month-end date and the Covered Amount for the preceding month-end date; (ii) as if the Covered Amount Cap for a month-end date were calculated by reference to the Actual Exposure on such month-end date, rather than the Actual Exposure on the day preceding such month-end date; and (iii) as if Condition 6.5(C) were replaced by a requirement, in a case where the Initial Event Date falls on a date other than a month-end date, to determine the Covered Amount on the final day of the month ending immediately after the Initial Event Date as the lowest of (x) the Covered Amount on the preceding month-end date, (y) the Actual Exposure on the final day of the month immediately after the Initial Event Date, and (z) the Original Maximum Exposure on the day immediately preceding the Initial Event Date.
 
14.4
References in this rule 14 to the Initial Event Date are to the Initial Event Date as reported in accordance with rule 6.
 
 
8

 
 
15.1
Where the relevant Loss arises under Condition 6.1 (which deals with a Loss arising on a Trigger), this field must be completed by conversion of the amount reported in the “Covered Amount at Initial Event Date in Covered Amount Currency” Quarterly Statement Data Field in accordance with rule 14 in respect of the relevant Covered Asset to sterling.
 
15.2
For the purpose of completing this field, the Exchange Date shall be the Trigger Date reported in accordance with rule 5 in respect of the relevant Covered Asset.
 
15.3
Where the “Covered Amount at Initial Event Date in Covered Amount Currency” Quarterly Statement Data Field is completed with “N/A” in accordance with rule 14, this field must also be completed with “N/A”.
 
16.1
Where the relevant Loss arises under Condition 6.1 (which deals with a Loss arising on a Trigger), this field must be completed with:
 
 
(A)
if the Trigger Date of the Covered Asset is prior to 1 January 2009, the Outstanding Amount of the Covered Asset on 31 December 2008;
 
 
(B)
if the Trigger Date of the Covered Asset is on or after 1 January 2009 and the Participant can readily determine the Outstanding Amount as at the Trigger Date, the Outstanding Amount as at the Trigger Date; or
 
 
(C)
if the Trigger Date of the Covered Asset is on or after 1 January 2009 and the Participant cannot readily determine the Outstanding Amount as at the Trigger Date, the Outstanding Amount as at the end of the calendar month ending on or immediately prior to the Trigger Date applicable to such Covered Asset,
 
stated in the actual underlying currency, in each case in respect of the relevant Covered Asset.
 
16.5
References in this rule 16 to the Trigger Date are to the Trigger Date as reported in accordance with rule 5.
 

 
17.1
Where the relevant Loss arises under Condition 6.1 (which deals with a Loss arising on a Trigger), this field must be completed with:
 
 
(A)
if the Trigger Date of the Covered Asset is prior to 1 January 2009, the Outstanding Amount of the Covered Asset on 31 December 2008;
 
 
(B)
if the Trigger Date of the Covered Asset is on or after 1 January 2009 and the Participant can readily determine the Outstanding Amount as at the Trigger Date, the Outstanding Amount as at the Trigger Date; or
 
 
(C)
if the Trigger Date of the Covered Asset is on or after 1 January 2009 and the Participant cannot readily determine the Outstanding Amount as at the Trigger Date,
 
 
 
9

 
 
 
the Outstanding Amount as at the end of the calendar month ending on or immediately prior to the Trigger Date applicable to such Covered Asset,
 
stated in the Covered Amount Currency, in each case in respect of the relevant Covered Asset.
 
17.5
References in this rule 17 to the Trigger Date are to the Trigger Date as reported in accordance with rule 5.
 

 
18.1
Where the relevant Loss arises under Condition 6.1 (which deals with a Loss arising on a Trigger), this field must be completed with:
 
 
(A)
if the Trigger Date of the Covered Asset is prior to 1 January 2009, the “Outstanding Amount of the Covered Asset on 31 December 2008;
 
 
(B)
if the Trigger Date of the Covered Asset is on or after 1 January 2009 and the Participant can readily determine the Outstanding Amount as at the Trigger Date, the Outstanding Amount as at the Trigger Date; or
 
 
(C)
if the Trigger Date of the Covered Asset is on or after 1 January 2009 and the Participant cannot readily determine the Outstanding Amount as at the Trigger Date, the Outstanding Amount as at the end of the calendar month ending on or immediately prior to the Trigger Date applicable to such Covered Asset,
 
in each case in respect of the relevant Covered Asset, stated in sterling.
 
18.1A
For the purpose of completing this field, the Exchange Date shall be the Trigger Date in respect of the relevant Covered Asset.
 
18.5
References in this rule 18 to the Trigger Date are to the Trigger Date as reported in accordance with rule 5.
 

 
Part D
 
(New rules to be added to Part 5 (Recovery or Realisation))
 
48A .            RECOVERIES OR REALISATIONS WITH RESPECT TO RELATED JUNIOR ASSETS
 
48A.1
The Participant shall not be required to include as part of any Quarterly Statement Data in respect of any Quarter ending on or before 31 December 2010 any information relating to Recoveries or Realisations (whether or not any such Realisations are Cash Realisations) with respect to, resulting from or arising out of any Related Junior Asset in respect of any Triggered Asset .
 
 
10

 
 
48A.2
The Participant shall not be required to include as part of any Quarterly Statement Data in respect of any Quarter ending after 1 January 2011 any information relating to Recoveries or Realisations (whether or not any such Realisations are Cash Realisations) with respect to, resulting from or arising out of any Related Junior Asset in respect of a Triggered Asset which is allocated either to the “Consumer Finance” or the “Residential Mortgage” Covered Asset Class .
 
48A.3
The Participant shall be required to include in any Quarterly Statement Data in respect of any Quarter ending after 1 January 2011, information relating to Recoveries or Realisations (whether or not any such Realisations are Cash Realisations) with respect to, resulting from or arising out of any Related Junior Asset in respect of a Triggered Asset which is allocated to a Covered Asset Class other than the “Consumer Finance” and the “Residential Mortgage” Covered Asset Classes only if:
 
 
(A)
there has been, since 1 January 2011, a full or partial write-off in respect of such Triggered Asset;
 
 
(B)
the aggregate amount of all write-offs that are determined by the Participant’s Group as at the time of the determination of the write-off referred to in sub-paragraph (A) above in respect of:
 
 
(i)
such Triggered Asset; and
 
 
(ii)
any and all other assets and exposures which, at the time of the write-off in respect of the relevant Triggered Asset, are connected to such Triggered Asset
 
exceeds £50,000,000 (fifty million pounds); and
 
 
(C)
the Recoveries or Realisations were made, realised, received, recovered or derived on or prior to the date on which the write-off referred to in sub-paragraph (A) above was recorded in the accounts of the relevant Covered Entity,
 
and the assessment of whether an asset or exposure is a Related Junior Asset in respect of any Triggered Asset shall be determined as at the time of the write-off referred to in sub-paragraph (A) above solely by reference to the rights attaching to such asset or exposure, and the relevant Covered Asset, at such time.
 
48A.4
For the purpose of applying the threshold in rule 48A.2 (B) above, where the amount of a write-off in respect of a Triggered Asset or an asset or exposure connected to a Triggered Asset is denominated in any Other Currency, such amount shall be converted into sterling using a market rate as reasonably determined by the Participant based on its ordinary course business and banking policies, practices and procedures consistently applied .
 
48A.5           For the purpose of this rule 48A:
 
 
(A)
an asset or exposure shall be deemed to be “ connected ” to a Triggered Asset if it is an asset or exposure of any person falling within paragraph (A) or (C) of the definition of Applicable Entity in respect of which the credit limit, credit line or trading line (or equivalent) in respect of a Counterparty is aggregated with the credit limit, credit line or
 
 
11

 
 
trading line (or equivalent) of a Counterparty in respect of such Triggered Asset pursuant to the Credit Aggregation Policy, or would be so aggregated if the Credit Aggregation Policy were to be consistently applied between Protected Assets and assets and exposures that do not comprise Protected Assets, and an asset or exposure of any person falling within paragraph (A) or (C) of the definition of Applicable Entity in respect of which any Counterparty (or any Group Member of a Counterparty) is also a Counterparty (including an Obligor) in respect of such Triggered Asset shall be deemed to be connected to such Triggered Asset; and
 
 
(B)
“write-off” shall have the meaning given to it in the Accession Agreement.
 
48B.           TREATING CUSTOMERS FAIRLY
 
For the purposes of the completion of Quarterly Statement Data Fields in this Part 5, the Participant may report obligor receipts in accordance with the ordinary business practices and procedures of the Participant’s Group provided that:
 
 
(A)
such practices and procedures are at all times consistent with the relevant terms of (or relating to) the obligations of the obligor, Applicable Law and the TCF Principles; and
 
 
(B)
the basis on which such practices and processes treat assets and exposures which form part of Covered Assets does not differ from the basis on which such practices and processes treat equivalent assets and exposures which do not form part of Covered Assets.
 
 
12

 

 
Schedule 3
 
Part A
 

 
(New definitions to be inserted in clause 1.1(A) of the Accession Agreement)
 
Reporting Issues Side Letter ” means the letter headed “Reporting issues relating to Post-Accession Data, Quarterly Statements and Quarterly Statement Data” from the Commissioners of HM Treasury (acting through the Asset Protection Agency) to the Participant and the Initial Parent and dated on or around 31 January 2011;
 
write-off ” means, in respect of a Triggered Asset (or in respect of any asset or exposure which is connected to a Triggered Asset), a write-off in the accounts of the relevant Covered Entity in accordance with its ordinary business practices from time to time, consistently applied, provided that the basis on which that Covered Entity and the Participant's Group treat assets and exposures which form part of Covered Assets does not differ from the basis on which that Covered Entity and the Participant's Group treat equivalent assets and exposures of that Covered Entity and the Participant's Group which do not form part of Covered Assets.
 
 
Part B
 
(New Clauses 5.24 and 5.25 of the Accession Agreement)
 
Covered Assets that divide or are consolidated
 
5.24
For the avoidance of doubt, the requirements in rule 1.11A of Part 2 of the Data Field Rules, rule 1.10A of Part 3 of the Data Field Rules and Clause 18A.2 that, where assets or exposures that comprise a Covered Asset are divided or consolidated, the Participant shall complete the Quarterly Statement Data Fields and the Post-Accession Data Fields, and prepare Quarterly Statements, in respect of such assets or exposures (as they are divided or consolidated) in a manner consistent with Annex H to Part 2 of the Data Field Rules or Annex 4 to Part 3 of the Data Field Rules (as the case may be) shall be without prejudice to the provisions of any Scheme Document (including, without limitation, Condition 4.4).
 
5.25
If the Treasury or the Participant is of the opinion that the application of Annex H to Part 2 of the Data Field Rules and / or Annex 4 to Part 3 of the Data Field Rules does not produce the intended effect in respect of the completion of any Quarterly Statement Data Field and / or any Post-Accession Data Field and / or the preparation of Quarterly Statements (whether or not in respect of a particular asset or exposure), then the Treasury and the Participant shall, as soon as reasonably practicable, participate in good faith discussions and seek to agree the manner in which the Quarterly Statement Data Fields and / or the Post-Accession Data Fields should be completed, and /or Quarterly Statements should be prepared.
 

 
13

 
 
Part C
 
(New Clause 18.2(B) of the Accession Agreement)
 
(B)
contains a confirmation from the Scheme Head (or another member of the Scheme Executive Team acceptable to the Treasury) that, to the best of his or her knowledge and belief, having made all due and reasonable enquiries, such QS data deficiencies result in the Quarterly Statement Data (and/or the Information contained in the relevant Quarterly Statement derived from such Quarterly Statement Data) containing amounts in respect of Losses and Recoveries which are such that, in relation to each Covered Asset individually or, if the Treasury in its sole discretion determines, all Covered Assets collectively to which in either case the QS data deficiencies relate:
 
 
(i)
the aggregate amount of Losses in respect of such Covered Asset or Covered Assets; minus
 
 
(ii)
the aggregate amount of Recoveries in respect of such Covered Asset or Covered Assets,
 
is no more than would have been the case if there were no such QS data deficiencies.
 

 
Part D
 
(New Clause 18A of the Accession Agreement)
 
18A.           Reporting Issues Side Letter
 
18A.1           It is acknowledged that:
 
 
(A)
in so far as the Reporting Issues Side Letter sets out certain agreed modifications to the reporting obligations of the Participant in respect of Post-Accession Data, Quarterly Statements and Quarterly Statement Data, such modifications are not intended to, and shall not, in any way amend the financial extent of the protection provided to the Participant under the Scheme (in particular, but without limitation, with respect to the Losses and Recoveries attributable to any Covered Asset);
 
 
(B)
the operation of Condition 8 on the basis of the Quarterly Statement Data completed, and Quarterly Statements prepared, in accordance with the Participant’s reporting obligations as modified by the Reporting Issues Side Letter may produce a different outcome compared with the operation of Condition 8 on the basis of Quarterly Statement Data completed, and Quarterly Statements prepared, in accordance with the Participant’s reporting obligations prior to the application of such modifications; and notwithstanding the foregoing it is agreed that Condition 8 shall be applied on the basis of the Quarterly Statement Data completed, and the Quarterly Statements prepared, in accordance with the Scheme Documents (as amended or modified by the Reporting Issues Side Letter) including, for the avoidance of doubt, as the Quarterly Statement Data and / or Quarterly Statements are required to be prepared and / or re-stated pursuant to the application of Clause 18A.4; and
 
 
14

 
 
 
 
(C)
the terms of the Reporting Issues Side Letter are not intended to, and shall not, in any way affect the Treasury’s rights to request Information pursuant to any Scheme Document or otherwise (including, without limitation, pursuant to Condition 15).
 
18A.2
The modifications made to the Participant’s reporting obligations by the deletion of rules in, and / or the insertion of rules into, Part 3 (Rules for Quarterly Statement Data Fields) of the Data Field Rules pursuant to the Reporting Issues Side Letter shall also apply, mutatis mutandis and notwithstanding Condition 16, to the preparation of each Quarterly Statement in so far as it is based on the Quarterly Statement Data provided by the application of the Quarterly Statement Data Field Rules as modified pursuant to the Reporting Issues Side Letter.
 
18A.3
It is acknowledged and agreed that the reporting of any Information in any Quarterly Statement Data Field or Quarterly Statement in accordance with the modifications made to the Participant’s reporting obligations by the deletion of rules in, and / or the insertion of rules into, Part 3 (Rules for Quarterly Statement Data Fields) of the Data Field Rules pursuant to the Reporting Issues Side Letter shall not, save where the Treasury disapplies any or all of such modifications or requires the Participant to re-state and / or provide any information or data (in each case pursuant to Clause 18A.4), be treated as giving rise to any breach of Condition 16 or as constituting any QS data deficiency or any error, inaccuracy or data deficiency for the purposes of any of Conditions 16, 31, 32, 33 or 34.
 
18A.4
Notwithstanding Clause 18A.1 and any of the other provisions of the Reporting Issues Side Letter, the Treasury may by giving reasonable written notice to the Participant:
 
 
(A)
disapply any or all of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Reporting Issues Side Letter; and / or
 
 
(B)
require the Participant:
 
 
(i)
to re-state (and provide to the Treasury) any or all of the information or data provided pursuant to the Scheme Documents in accordance with the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Reporting Issues Side Letter such that the information or data is accurately completed in accordance with the terms and requirements of the Scheme Documents without application of any or all of the modifications specified in the Reporting Issues Side Letter; and / or
 
 
(ii)
to provide to the Treasury any or all of the information or data which, by virtue of the modifications to the Participant’s reporting obligations specified in, or effected by, the Reporting Issues Side Letter, the Participant has not provided to the Treasury.
 
18A.5
If under Clause 18A.4 the Treasury requires: (A) the disapplication of all of the modifications which are specified in, or effected by, the Reporting Issues Side Letter; (B) the restatement of all information or data which has been provided in accordance with the modifications specified in, or effected by, the Reporting Issues Side Letter; or (C) the provision of all the information or data which has not been provided by the Participant by virtue of the modifications specified
 
 
15

 
 
in, or effected by, the Reporting Issues Side Letter, the Treasury shall give not less than 12 months’ written notice to the Participant.
 
18A.6
Where the Treasury requires the Participant to re-state any information or data pursuant to Clause 18A.4 and, as a result, any amount set out in a Quarterly Statement requires adjustment (including as a result of adjustments to the underlying Quarterly Statement Data), Condition 8.7 (and the other provisions in Condition 8 (other than Condition 8.11)) shall apply with respect to the adjustment of such amount.
 

 
 
16

 

 

 
Appendix 1
 

 
(Paper titled “Post-Accession Data Reporting: Division or
Consolidation of Assets or Exposures”)
 
 
 
 
 
 
 
 
 

 
 





Appendix 1


Post Accession Reporting:
Division or Consolidation of Assets or Exposures




1





 
 
 

 
 
 



Asset Continuity in Post Accession Data: Introduction

Background:

Over time, the structure of a Covered Asset may change. This may take many
forms from a simple debt consolidation (where many Covered Assets are replaced
by one new asset / component); to the more complex arrangements (for example
where many Covered Assets are replaced by many new components. ) In each case
RBSG must calculate the covered amount against the original APS asset(s) and
allocate this cover across the resulting restructured asset(s) . For
transparency purposes in PAD reporting we report against both the APS asset
(using APS Covered Asset ID(ACAID)) and the restructured asset(s) (using Bank
Covered Asset ID(BCAID)) . The number of rows of data post refinancing will
equal the number of old loans multiplied by the number of new loans. Each row
will be identified by the unique ACAID -BCAID combination At a high level there
are three restructuring scenarios:


[] Debt split (One to Many) -- This occurs where a single asset is refinanced
into more than one assets. For example a single loan may be agreed for general
property development purposes but then split into a number of individual loans
for each of the properties (to facilitate monitoring, draw downs and repayments
following sales).

[] Debt consolidation (Many to One) -- This occurs where more than one asset is
refinanced into a single asset. For example five loans may be consolidated onto
a single loan to for the administrative convenience of the customer.

[] Complex debt rearrangements (Many to Many) -- This occurs where more than
one asset is refinanced into across several assets but not in a one-to-one
relationship. For example two loans may be converted into three


Purpose of this paper:

The purpose of this paper is to outline the proposed cover re-allocation across
refinanced assets for each of the above scenarios in relation to PAD Reporting
and seek your approval for the same.


Assumptions:


1. As this paper focuses on Post Accession Data reporting requirements, it is
assumed in each case that Covered Assets remain covered under the Scheme and
the Asset Continuity Requirements have not been breached.

2. Note that the reporting of Consumer Finance assets in Post Accession Data
should not be affected by such changes to the structure of Covered Assets. This
is because these assets are already reported at customer level, which would be
unaffected by these changes.

3. For simplicity, the assets considered in these examples are amortising
assets unless stated otherwise

4. This paper only deals with PAD reporting requirements; QS requirements are
discussed in a separate paper





2





 
 
 

 
 
 



Allocation and reporting of covered amount for refinanced assets

Principles:

1.Covere Covere d Amount calculation for APS assetsassets follows the rules
exactly:


[] Covered Amount cap is always applied based on Original OME and current
Actual Exposure


2.Covered Amount apportionment to refinanced facilities is based on Actual
Exposure of new facilities 3.Outstanding Amount and Actual Exposure are
apportioned based on initial data covered amount

Steps to allocate Covered Amount to refinanced assets:

Step 1: Identify new facilities

Step 2: Calculate the total Actual Exposure of new facilities

Step 3: Calculate total Covered Amount of APS Assets: CAAPS Asset = min {OME,
AE, CAmin since 31/12/08} Step 4: Covered Amount for restructured asset: CARes.
Asset = AE/Total AE * Total CA

Step 5: Actual Exposure for restructured asset: AERes. Asset = Init. CA/Total
Initial CA * Total AE

Reporting:

For transparency purposes in PAD reporting we report against both the APS asset
(using APS Covered Asset ID(ACAID)) and the restructured asset(s) (using Bank
Covered Asset ID(BCAID))


[] A separate row of data is reported for each replacement loan

* Each row will quote the same APS Covered Asset ID but different Bank Covered
Asset ID (so the combination of APS and Bank Covered Asset ID will be unique*
Certain data will be consistent across each row of data -- notably Triggered
Asset Flag (because an asset cannot partially trigger), Imputed Maturity Flag
and Currency

[] The number of rows of data post refinancing will equal the number of old
loans multiplied by the number of new loans


Definitions (See Appendix for legal definitions) :

Outstanding Amount (OA) -- Drawn balance as at the month-end reporting date

Actual Exposure (AE) -- Sum of Drawn and Undrawn balances as at the month-end
reporting date Covered Amount (CA) -- Covered Amount at the month-end reporting
date

Original Maximum Exposure (OME) -- The maximum amount of exposure with respect
to the Covered Asset, amortised over time, in accordance with its terms as at
31st December 2008. Must be captured as at the day immediately before the
relevant date.

Cover Termination Date (CTD) -- The date on which the cover for an APS asset
terminates




3





 
 
 

 
 
 



Asset Continuity: Debt Split in Post Accession Reporting (One to Many, AE >
CA)

Example: A single APS asset (loan) is refinanced into three loans such that
there is a 50% increase in the total actual exposure.

Proposal: To allocate the cover to refinanced loans apportion the Covered
Amount of the APS asset across the new loans based on their Actual Exposures.

CARes. Asset = AE/Total AE * Total CA


Initial Data Before Refinancing: Post- Refinancing:

Restructured asset Cover Allocation BCAID : 1 ACAID : A
AE = 300 BCAID : 1
OA = 250 Alloc.  CA = 20% of 1000 = 200
                                                             (20% of total AE)
OA = 250 CA calculation

ACAID : A
BCAID : 2 ACAID : A
ACAID : A BCAID : A Debt Split

                              AE = 600 BCAID : 2 BCAID : A OME = 1,200
OA = 800 Alloc.  CA = 40% of 1000 = 400
Initial CA = 2,000 OA = 500
AE = 1000 OA = 500 (40% of total AE)
Calc.  CA = 1,000

BCAID : 3 ACAID : A
BCAID : 3
AE = 600
Alloc.  CA = 40% of1000 = 400
OA = 500
OA = 500
(40% of total AE)

Total for APS asset


    Total for APS asset Total for APS asset CA = 1,000 Total for restructured
asset CA = min{1200, 1500, 1000} = 1,000 Initial CA = 2,000 AE = 1,000 AE = 300
+ 600 + 600 = 1,500 OA = 250 + 500 + 500 = 1,250 OA = 800

Formulae used:

(CA)APS Asset = min {OME, (AE, CA)min since 31/12/08} (CA)Res. Asset = AE/Total
AE * Total CA




4





 
 
 

 
 
 



Asset Continuity: Debt Split in Post Accession Reporting (One to Many, AE
CA)

Example: A single APS asset (loan) is refinanced into three loans such that
there is a 25% decrease in the total actual exposure.

Proposal: To allocate the cover to refinanced loans apportion the Covered
Amount of the APS asset across the new loans based on their Actual Exposures.

CARes. Asset = AE/Total AE * Total CA


Initial Data Before Refinancing: Post- Refinancing:

Restructured asset Cover Allocation

BCAID : 1 ACAID : A
AE = 150 BCAID : 1 OA = 125 Alloc.  CA = 20% of 750 = 150
                                                             (20% of total AE)
OA = 125 CA calculation

ACAID : A

                            BCAID : 2 ACAID : A ACAID : A BCAID : A Debt Split
BCAID : A OME = 1,200 AE = 300 BCAID : 2 OA = 800 OA = 250 Alloc.  CA = 40% of
750 = 300
Initial CA = 2,000 OA = 250 AE = 1000 (40% of total AE)
Calc.  CA = 1,000

BCAID : 3 ACAID : A AE = 300 BCAID : 3
OA = 275 Alloc.  CA = 40% of 750 = 300 OA = 275
(40% of total AE)

Total for APS asset


    Total for APS asset Total for APS asset CA = 1,000 Total for restructured
asset CA = min{1200, 750, 1000} = 750 Initial CA = 2,000 AE = 1,000 AE = 150 +
300 + 300 = 750 OA = 125 + 250 + 275 = 650 OA = 800

Formulae used:

(CA)APS Asset = min {OME, (AE, CA)min since 31/12/08} (CA)Res. Asset = AE/Total
AE * Total CA




5





 
 
 

 
 
 



Asset Continuity: Debt Split in Post Accession Reporting (One to Many,
Different CTDs)

Example: A single APS asset (loan) is refinanced into three loans such that one
loan has an earlier CTD.

Proposal: To allocate the cover to refinanced loans apportion the Covered
Amount of the APS asset across the new loans based on their Actual Exposures.

CARes. Asset = AE/Total AE * Total CA. Post-CTD of the first loan its cover
drops to zero and the cover on the APS asset is reallocated between the
remaining two assets in proportion to their Actual Exposures.


Initial Data Before Refinancing: Post- Refinancing:

                               Time 1: Allocated CA post- Time 2: Allocated CA
after Time 3: Allocated CA after Restructured asset refinancing 31/05/10 before
31/10/10 31/10/10

BCAID : 1 ACAID : A ACAID: A ACAID : A
AE = 300 BCAID : 1 BCAID: 1
BCAID : 1 Alloc.  CA = 0
CTD = 1/06/10 CA = 0
(20% of total AE) Alloc.  CA = 20% of 1000 = 200

CA calculation
Debt Split
ACAID : A
ACAID : A BCAID : A BCAID : 2 ACAID : A ACAID : A
BCAID : A OME = 1,200 AE = 525 BCAID : 2 ACAID: A
Initial CA = 2,000 OA = 900 BCAID : 2 BCAID: 2 CTD = 31/10/10 AE = 500 CTD =
31/10/2010 AE = 1000 Alloc.  CA = 35% of 1000 = 350 Alloc.  CA = 0 (35% of
total AE) Calc.  CA = 500/1100*900 = 409 Calc.  CA = 1,000

BCAID : 3 ACAID : A ACAID : A
AE = 675 BCAID : 3 ACAID: A
BCAID : 3 BCAID: 3
CTD = 31/10/10 AE = 600
                            Alloc.  CA = 45% of 1000 = 450 Alloc.  CA = 0 (45%
of total AE) Calc.  CA = 600/1100*900 = 491

Total for APS asset

                             Total for APS asset OME = 1,200 Total for APS
asset
Total for APS asset Total for restructured asset OME = 900 Total for APS asset
AE = 1,000 OME = 1,200 Initial CA = 2,000 AE = 300 + 525 + 675 = 1,500 Total AE
=1100 CA = 0 OA = 900 CA = 1,000 CA = min{900, 1100, 1000} = 900 CA = 1,000

Formulae used:

(CA)APS Asset = min {OME, (AE, CA)min since 31/12/08} (CA)Res. Asset = AE/Total
AE * Total CA




6





 
 
 

 
 
 



Asset Continuity: Debt Consolidation in Post Accession Reporting (Many to One,
AE CA)

Example: Three APS covered loans are consolidated into a single loan such that
there is a 50% increase in the total actual exposure Proposal: To calculate
cover for restructured APS loans: Step 1: Apportion total exposure based on
initial covered amount. AERes. Asset = Init. CA/Total Initial CA * Total AE
Step 2: Calculate the cover as the lesser of OME, apportioned AE and CA since
Dec'08. CAAPS Asset = min {OME, AE, CAmin since 31/12/08}





      Initial Data    Before Refinancing:                                       Post- Refinancing:
-------------------- --------------------
 -----------------------------------------------------------------------
                      CA calculation                                                                       Cover allocation
                        ACAID :      A                                                                        ACAID : A
    ACAID : A           BCAID :      A                                                                         BCAID : 1
   BCAID : A              OME = 300                                                                             OME = 300
   Initial CA = 300        OA = 200                                                                              OA = 360
    (30% of total)         AE = 250                                                                   Alloc. AE = 300/1000*1500 =
 450
                        Calc. CA = 250                                                              Calc. CA = min{300, 450, 250} =
 250
                                                             Restructured asset
                        ACAID :      B                                                                        ACAID : B
   ACAID : B            BCAID :      B    Debts consolidated                                                   BCAID : 1
   BCAID : B              OME = 300                               BCAID : 1                                     OME = 300
   Initial CA = 300        OA = 200                                AE = 1,500                                    OA = 360
    (30% of total)         AE = 250                                OA = 1,200                         Alloc. AE = 300/1000*1500 =
 450
                        Calc. CA = 250                                                              Calc. CA = min{300, 450, 250} =
 250
                        ACAID : C                                                                             ACAID : C
   ACAID : C            BCAID : C                                                                              BCAID : 1
   BCAID : C              OME = 300                                                                             OME = 300
   Initial CA = 400        OA = 250                                                                              OA = 480
    (40% of total)         AE = 500                                                                   Alloc. AE = 400/1000*1500 =
 600
                        Calc. CA = 300                                                              Calc. CA = min{300, 600, 300} =
 300
                     Total for APS assets
Total for APS assets                                                                                       Total for APS assets
                           CA = 800
  Initial CA = 1,000                                                                                             CA = 800
                          AE = 1,000
                                                                                                    Formulae used:
                                                                                                    AERes. Asset = Init. CA/Total
 Initial CA * Total AE
                                                                                                    CAAPS Asset = min {OME, AE,

 CAmin since 31/12/08 }
-------------------- --------------- ---- ------------------ ------------------





7





 
 
 

 
 
 



Asset Continuity: Debt Consolidation in Post Accession Reporting (Many to One,
AE CA)

Example: Three APS covered loans are consolidated into a single loan such that
there is a 50% decrease in the total actual exposure Proposal: To calculate
cover for restructured APS loans: Step 1: Apportion total exposure based on
initial covered amount. AERes. Asset = Init. CA/Total Initial CA * Total AE
Step 2: Calculate the cover as the lesser of OME, apportioned AE and CA since
Dec'08. CAAPS Asset = min {OME, AE, CAmin since 31/12/08}





      Initial Data    Before Refinancing:                                       Post- Refinancing:
-------------------- --------------------
 -----------------------------------------------------------------------
                      CA calculation                                                                       Cover allocation
                        ACAID :      A                                                                        ACAID : A
    ACAID : A           BCAID :      A                                                                         BCAID : 1
   BCAID : A              OME = 300                                                                             OME = 300
   Initial CA = 300        OA = 200                                                                              OA = 120
    (30% of total)         AE = 250                                                                    Alloc. AE = 300/1000*500 =
 150
                        Calc. CA = 250                                                              Alloc. CA = min{300, 150, 250} =
 150
                                                             Restructured asset
                        ACAID :      B                                                                        ACAID : B
   ACAID : B            BCAID :      B    Debts consolidated                                                   BCAID : 1
   BCAID : B              OME = 300                               BCAID : 1                                     OME = 300
   Initial CA = 300        OA = 200                                  AE = 500                                    OA = 120
    (30% of total)         AE = 250                                  OA = 400                          Alloc. AE = 300/1000*500 =
 150
                        Calc. CA = 250                                                              Alloc. CA = min{300, 150, 250} =
 150
                        ACAID : C                                                                             ACAID : C
   ACAID : C            BCAID : C                                                                              BCAID : 1
   BCAID : C              OME = 300                                                                             OME = 300
   Initial CA = 400        OA = 250                                                                              OA = 160
    (40% of total)         AE = 500                                                                    Alloc. AE = 400/1000*500 =
 200
                        Calc. CA = 300                                                              Alloc. CA = min{300, 200, 300} =
 200
Total for APS assets Total for APS assets                                                                  Total for APS assets
                           CA = 800
  Initial CA = 1,000                                                                                             CA = 500
                          AE = 1,000
                                                                                                    Formulae used:
                                                                                                    AERes. Asset = Init. CA/Total
 Initial CA * Total AE
                                                                                                    CAAPS Asset = min {OME, AE,
 CAmin since 31/12/08 }
-------------------- --------------- ---- ------------------ ------------------






8





 
 
 

 
 
 



Asset Continuity: Complex Debt Rearrangement in Post Accession Reporting (Many
to Many, AE CA) -- Detailed example

Example: Two APS covered loans are refinanced into three single loans such that
there is a 50% increase in the total actual exposure
Proposal: Our approach will combine the approach used for One to Many and Many
to One cases. The number of rows of data post refinancing will equal the number
of old loans multiplied by the number of new loans.
Step 1: The Actual Exposure is apportioned across the new loans according to
their initial cover. AERes. Asset = Init. CA/Total Initial CA * Total AE
Step 2: The Covered amount for the APS assets is calculated as the lesser of
OME, apportioned AE and CA since Dec'08. CAAPS Asset = min {OME, AE, CAmin
since 31/12/08} Step 3: The cover calculated above is allocated to refinanced
loans in proportion to their Actual Exposure. CARes. Asset = AE/Total AE *
Total CA





Initial Data      Before
               Refinancing:
               ACAID :     A
ACAID : A      BCAID : A
BCAID :    A     OME = 400
  CA = 600        OA = 450
(60% of total)    AE = 500
                  CA = 400
                               Debt Split
               ACAID :     B
ACAID :    B   BCAID :     B
BCAID :    B     OME = 300
  CA = 400        OA = 400
(40% of total)    AE = 500
                  CA = 300



Total for APS assets
CA = 1,000


Total for APS assets
CA = 700


Restructured asset

BCAID : 1


AE = 300
(20% of total)


BCAID : 2
AE = 600
(40% of total)




BCAID : 3
AE = 600
(40% of total)


Total for restructured assets AE = 1,500



                       Post- Refinancing:
 AE allocation             CA calculation
   ACAID : A
   BCAID : 1
AE = 180 (60% of 300)
                           ACAID : A
   ACAID : A                 OME = 400
   BCAID : 2
AE = 360 (60% of 600) AE = 180 + 360 + 360 = 900
                         CA = min{400, 900,
                               400}=400
   ACAID : A
   BCAID : 3
AE = 360 (60% of 600)
   ACAID : B
   BCAID : 1
AE = 120 (40% of 300)
                           ACAID : B
   ACAID : B
   BCAID : 2                 OME = 300

AE = 240 (40% of 600) AE = 120 + 240 + 240 = 600
                      CA = min{300, 600, 300} =
   ACAID : B                     300
   BCAID : 3
AE = 240 (40% of 600)


CA allocation



ACAID : A
BCAID : 1


Alloc. CA = 80 (300/1500x400)



ACAID : A
BCAID : 2


Alloc. CA = 160 (600/1500x400)



ACAID : A
BCAID : 3


Alloc. CA = 160 (600/1500x400)



ACAID : B
BCAID : 1


Alloc. CA = 60 (300/1500x300)



ACAID : B
BCAID : 2


Alloc. CA = 120 (600/1500x300)



ACAID : B
BCAID : 3


Total for APS assets CA = 700




9


Total for APS assets AE = 1,500


Total for APS assets CA = 700





 
 
 

 
 
 



Asset Continuity: Complex Debt Rearrangement in Post Accession Reporting (Many
to Many, AE CA) -- Detailed example

Example: Two APS covered loans are refinanced into three single loans such that
there is a 50% decrease in the total actual exposure
Proposal: Our approach will combine the approach used for One to Many and Many
to One cases. The number of rows of data post refinancing will equal the number
of old loans multiplied by the number of new loans.
Step 1: The Actual Exposure is apportioned across the new loans according to
their initial cover. AERes. Asset = Init. CA/Total Initial CA * Total AE
Step 2: The Covered amount for the APS assets is calculated as the lesser of
OME, apportioned AE and CA since Dec'08. CAAPS Asset = min {OME, AE, CAmin
since 31/12/08} Step 3: The cover calculated above is allocated to refinanced
loans in proportion to their Actual Exposure. CARes. Asset = AE/Total AE *
Total CA





Initial Data      Before
               Refinancing:
               ACAID :     A
ACAID : A      BCAID : A
BCAID :    A     OME = 400
  CA = 600        OA = 450
(60% of total)    AE = 500
                  CA = 400
                               Debt Split
               ACAID :     B
ACAID :    B   BCAID :     B
BCAID :    B     OME = 300
  CA = 400        OA = 400
(40% of total)    AE = 500
                  CA = 300



Total for APS assets
CA = 1,000


Total for APS assets
CA = 700


Restructured asset

BCAID : 1


AE = 100
(20% of total)


BCAID : 2
AE = 200
(40% of total)




BCAID : 3
AE = 200
(40% of total)


Total for restructured assets AE = 500



                      Post- Refinancing:
  AE allocation        CA calculation
   ACAID :     A
   BCAID :     1
AE = 60 (60% of 100)
                           ACAID : A
   ACAID :     A             OME = 400
   BCAID :     2
AE = 120 (60% of 200) AE = 60 + 120 + 120 = 300
                         CA = min{400, 300,
                              400}=300
   ACAID :     A
   BCAID :     3
AE = 120 (60% of 200)
   ACAID :     B
   BCAID :     1
AE = 40 (40% of 100)
                           ACAID : B
   ACAID :     B
   BCAID :     2             OME = 300
AE = 80 (40% of 200)   AE = 40 + 80 + 80 = 200
                      CA = min{300, 200, 300} =
   ACAID : B                     200
   BCAID :     3
AE = 80 (40% of 200)
Total for APS assets   Total for APS assets
      AE = 500               CA = 500



CA allocation



ACAID : A
BCAID : 1


Alloc. CA = 60 (100/500x300)



ACAID : A
BCAID : 2


Alloc. CA = 120 (200/500x300)



ACAID : A
BCAID : 3


Alloc. CA = 120 (200/500x300)



ACAID : B
BCAID : 1

Alloc. CA = 40 (100/500x200)
      ACAID :  B
       BCAID : 2
Alloc. CA = 80 (200/500x200)
      ACAID :  B
       BCAID : 3
Alloc. CA = 80 (200/500x200)


Total for APS assets CA = 500




10





 
 
 

 
 
 



Asset Continuity: Complex Debt Rearrangement in Post Accession Reporting (Many
to Many)

Example -- More Complex Refinancing: Sometimes the original APS assets will not
be linked to all the refinanced loans. E.g. if a customer had a loan and an
overdraft facility then this may get refinanced such that a part of the
overdraft is consolidated with the loan, resulting in a new loan and a new
reduced overdraft facility. We illustrate this in the example below, where we
consider two assets A and B such that Asset A is refinanced into two new
facilities, while Asset B is refinanced to only one of these new facilities.

Proposal: To allocate cover to new facilities we only apportion cover from the
APS assets that feed into that new facility. So that in the example below,
post-refinancing APS asset B's cover will be distributed only across new
facility 2 and NOT to the new facility 1.





Initial Data               Before                                                             Post- Refinancing:

----------------------- -----------                                                           -------------------------

                        Refinancing:                                     AE allocation            CA calculation             CA
 allocation
                        ---------------

                                                                           ACAID : A                                           ACAID
 : A
                                                   Restructured asset      BCAID : 1               ACAID : A                   BCAID
 : 1
                                                                       AE = 200 (100% of 200)                           Alloc. CA =
 33% of 400 = 133
                                                   -------------------

ACAID : A               ACAID :     A                                                                OME = 500

                                                                       ----------- ----------

                        BCAID :     A                   BCAID : 1                               AE = 200 + 240 = 440

BCAID :    A              OME = 500                       AE = 200         ACAID : A             CA                            ACAID
 : A
  CA = 600                                                                 BCAID : 2                = min{500, 440,            BCAID
 : 2
                           AE = 400                     (33% of total)                                400}=400

(60% of total)             CA = 400                                    AE = 240 (60% of 400)                            Alloc. CA
 =66% of 400 = 267
                                        Debt Split

                                                                                                                            In
 practice this would not be
---------- ------------ ----------- --- ----------

                                                                                                                            reported

ACAID :    B            ACAID :     B

                        BCAID :     B                  BCAID : 2

BCAID :    B              OME = 300                       AE = 400         ACAID : B                                           ACAID
 : B
(40% CA = of 400 total)    AE = 200                     (67% of total)     BCAID : 1               ACAID : B                   BCAID
 : 1
                           CA = 200                                      AE = 0 (0% of 300)                              Alloc. CA =
 0% of 160 = 0
                                                                                                     OME = 300

                                                                           ACAID : B             AE = 0 + 160 = 160            ACAID
 : B
                                                                           BCAID : 2          CA = min{300, 160, 200} =        BCAID
 : 2
                                                                       AE = 160 (40% of 400)             160            Alloc. CA =
 1005 of 160 = 160


Total for APS assets
CA = 600 + 400 = 1,000


Total for APS assets
CA = 400 + 200 = 600



Total for restructured assets
AE = 200 + 400 = 600


Total for APS assets
AE = 200 + 240 + 0 + 160 = 600


Total for APS assets
CA = 400 + 160 = 560


Total for APS assets
CA = 133 + 267 + 0 + 160 = 560




11





 
 
 

 
 
 



Asset Continuity: Debt Consolidation in Post Accession Reporting (Inclusion of
Covered and Non Covered Assets)

Example -- AE< CA: In the example below, two covered assets are consolidated
with one non-covered asset to form a single new loan such that AE of the new
loan is less than the prior period cover of the APS assets.
Proposal: AE of the consolidated loan is spread across both the Covered Assets
and the non-Covered assets --


[] Determine the covered proportion of the AE of the refinanced assets based on
the AEs of the covered/non-covered  assets prior to refinancing in the Risk
Management systems.
[] Apportion this `Covered AE' across the APS assets as based on the Initial
Cover



  Formulae used:


  AECovered = [] {AEAPS Assets prior to refinancing } * Total AERestructured assets
                RCovered = []{AEAPS Assets prior to refinancing } * Total RRestructured assets

                          ------------------------------------------------------------------------------------------
                          ------------------------------------------------------------------------------------------

                          [] {AEAPS Assets prior to refinancing } + []{AEUncovered assets prior to refinancing }
                          []{AEAPS assets prior to refinancing } + []{AEUncovered assets prior to refinancing }



  AERes. Asset = Init. CA/ []{InitialCA} * []{AECovered(})
                RRes. Asset = Init. CA/ []{InitialCA} * []{AECovered(})

                                         Data immediately
                 Post Refinancing

                                        ------------------------------------------------------------------------
                ---------------------

                       Initial Data     prior to refinancing                                                     Restructured asset
                        PAD           Data at Trigger Date:                                                       QS Reporting:

                    =================== ========================================================================
 ---------------------------------- ===================== -------------------------------------------------------------------------
 =====================
                                             ACAID : A
                     ACAID : A                                                                                       ACAID : A

                        ACAID : A            BCAID : 1
                  Appor. AE = OA =                                                                                Appor. AE = OA =

                        BCAID :  1
                                                                                                                300/(300+300) * 250
 =
                         CA = 300           AE = OA = 250
                300/(300+300) * 250 =                                                                                    125

                       (50% of total)          CA = 250
                         125                 BCAID: 4                                                              Calc. CA = 125

                                         (25% of total OA/AE)
                   Calc. CA = 125                                                                                R = 50% of 50 = 25

                                                                                                                        BCAID: 4


                                             ACAID : B
                     ACAID : B               OA = 500

                       ACAID : B
                                             AE = 500                                                                ACAID : B

                        BCAID :  2           BCAID : 2                                                                  OA = 500
                  Appor. AE = OA =           AECovered =                                                          Appor. AE = OA =

Cov ered Assets          CA = 300           AE = OA = 250                                                               AE = 500

                300/(300+300) * 250 = (250+250)/(250+250+50                                                     300/(300+300) * =
 250
                                               CA = 250


                         125                0)*500 = 250                                                           Calc. CA = 125

                       (50% of total)    (25% of total OA/AE)                                                          AECovered =
                   Calc. CA = 125             R = 100                                                            R =50% of 50 = 25


 (250+250)/(250+250+50 0)*500 = 250                              RCovered =


                                      (250+250)/(250+250+50                                                      Total for Covered

                    Total for Covered    Total for Covered
                 Total for Covered          0)*100 = 50                                                                Assets

                          Assets               Assets
                       Assets                                                                                      AE = OA = 250

                                            AE = OA = 500
                   AE = OA = 250

                    ------------ ------
                                      -------------------------------------------------------------------------
 ---------------------
                        CA = [pound]600       CA = 500
                      CA = 250                                                                                        CA R = = 50
 250
------------------- ------------------- ========================================================================
 ---------------------------------- ===================== -------------------------------------------------------------------------
 --------------------- ---
                                              BCAID: 3


                        BCAID: 3        AE immediately prior to


                    (non covered asset)    refinancing = 500


                                         (50% of total OA/AE)


                                            Total assets


Non C overed Assets                         consolidated


                                           AE = OA = 1,000


                                               CA = 500


------------------- ------------ ------ ------------------------------------------------------------------------
 ---------------------------------- --------------------- -------------------------------------------------------------------------
 --------------------- ---

                                 For simplicity, the OME in the above example is assumed to be the same as the Initial Data Covered
 Amount and AE is assumed equal to OA.
   12





 
 
 

 
 
 



Appendix







 
 
 

 
 
 



Appendix -- Why we use Initial Covered Amount (CA) data to apportion Actual
Exposure (AE)

Outlined below are the two options for apportioning Actual Exposure
post-restructuring and the merits of each of these approaches.

Based on the considerations provided below, RBS had decided to use Option A,
i.e. use initial covered amount data for apportioning AE, primarily made for
operational reasons in terms of doability.


Description


Accuracy


Materiality


Traceability / Auditability


Data Sourcing


Technical Implementation


Option A: Use initial covered amount as at 31(st) Dec 2008


(Currently being used)


Use the Initial CA of APS Assets as at 31(st) Dec'08 to apportion AE across
refinanced facilities This approach is less accurate if the facilities are
amortizing at different rates, however, the impact of using this approach is to
understate the AE of gradually amortising facilities and is therefore in APA's
favour []Loss of cover for RBS for a small number of cases where ALL of the
following conditions are met: --There is debt consolidation; and --The assets
are amortizing at different rates; and --The CA is capped by AE (i.e. AE of the
restructured asset(s) is less than OME and prior period CA) []In all other
scenarios the CA calculated under both Option A and B will be the same Easy to
trace and audit APS assets through their life as initial covered amount for all
assets as at 31(st) Dec'08 is fixed


Easy to source data as initial covered amount for all assets as at 31(st)
Dec'08 is fixed


This option is easier to implement technically as this always only uses the
static data e.g. Initial CA


Option B: Use covered amount prior to refinancing

Use the CA of APS Assets just prior to refinancing to apportion AE across
refinanced facilities This approach is more accurate to apportion AE if the
facilities are amortizing at different rates


No loss in cover to RBS and no impact on APA


Difficult to audit covered amount calculations as it needs the data prior to
refinancing; the calculation gets more complex is there is a restructure of a
restructure It is difficult to source the CA data prior to refinancing


-- Intra-month CA data is not available (refer to QS practice statement)

-- Month-end CA only available for Sep'09, Dec'09, Mar'10 and then monthly from
May'10 onwards



It is difficult to implement this technically as the solution needs to be able
to store and retrieve restructuring data e.g. date of restructure, covered
amount etc. The solution becomes more complicated if the restructured asset
gets further restructured


Note: Option A is currently in practice and to now change the approach to
Option B would necessitate a restatement of all previously reported PAD data
for restructuring scenarios so that the assets are consistently traceable
through their life. This will involve a disproportionately huge amount of time
and effort and we do not recommend doing this




14





 
 
 

 
 
 




Appendix -- Reporting Treatment of PAD fields for refinanced Assets (1 : Many, Many : 1, Many : Many)
=====================================================================================================


       HMT Ref. No. Field Name Reported Data Source
------------------- ---------- ----------------------------------------------------------------------

2   Bank Covered Asset ID                        Bank asset attribute
=== ============================================ ===============================================
3   APS Covered Asset ID                         APS asset attribute
=== ============================================ ===============================================
4   EPA ID                                       APS asset attribute
=== ============================================ ===============================================
5   Covered Asset Class                          Sourced from Initial Data
=== ============================================ ===============================================
6   Long Dated Asset Flag                        APS asset attribute
=== ============================================ ===============================================
7   Limited Recourse Asset Flag                  APS asset attribute
=== ============================================ ===============================================
8   Sub Participation Flag                       Sourced from Initial Data
=== ============================================ ===============================================
9   Sub Participation Grantor Name               APS asset attribute
=== ============================================ ===============================================
10  Sub Participation Grantor ID                 APS asset attribute
=== ============================================ ===============================================
11  ISIN                                         APS asset attribute
=== ============================================ ===============================================
12  CUSIP                                        APS asset attribute
=== ============================================ ===============================================
                                                 Bank asset attribute for loans
13  Covered Asset Sub Class                      APS Asset attribute for all other asset classes
=== ============================================ ===============================================
14  Multi Currency Flag                          Bank asset attribute
=== ============================================ ===============================================
15  Booking Entity ID                            Bank asset attribute
=== ============================================ ===============================================
16  Management Entity ID                         Bank asset attribute
=== ============================================ ===============================================
17  Cover Termination Date                       APS asset attribute
=== ============================================ ===============================================
18  Imputed Maturity Flag                        APS asset attribute
=== ============================================ ===============================================
19  Covered Amount Currency                      Sourced from Initial Data
=== ============================================ ===============================================
20  Covered Amount                               Apportioned using asset continuity rules
=== ============================================ ===============================================
21  Outstanding Amount                           Apportioned using asset continuity rules
=== ============================================ ===============================================
22  Current Maturity Date                        Bank asset attribute
=== ============================================ ===============================================
23  Total Mark to Market (Derivatives)           Apportioned using asset continuity rules
=== ============================================ ===============================================
24  Obligor Name                                 Bank asset attribute
=== ============================================ ===============================================
25  Unique Internal Obligor ID                   Bank asset attribute
=== ============================================ ===============================================
26  Country of Obligor Incorporation / Domicile  Bank asset attribute
=== ============================================ ===============================================
27  Obligor Industry Code                        Bank asset attribute
=== ============================================ ===============================================
28  Ultimate Parent Name                         Bank asset attribute
=== ============================================ ===============================================
29  Ultimate Parent ID                           Bank asset attribute
=== ============================================ ===============================================
30  Country of Ultimate Parent Incorporation     Bank asset attribute
=== ============================================ ===============================================
31  Ultimate Parent Industry Code                Bank asset attribute
=== ============================================ ===============================================
32  Collateral Flag                              Bank asset attribute
=== ============================================ ===============================================
33  Collateral Type                              Bank asset attribute
=== ============================================ ===============================================
34  Current Collateral Value                     Apportioned using asset continuity rules
=== ============================================ ===============================================
35  Current Collateral Currency                  Bank asset attribute
=== ============================================ ===============================================
36  Current Collateral Valuation Type            Bank asset attribute
=== ============================================ ===============================================
37  Date of Latest Collateral Valuation          Bank asset attribute
=== ============================================ ===============================================
38  Country of Exposure to Underlying Collateral Bank asset attribute
=== ============================================ ===============================================
39  Origination Date                             APS asset attribute
=== ============================================ ===============================================
40  Guarantor Name                               Bank asset attribute
=== ============================================ ===============================================
41  Internal guarantor ID                        Bank asset attribute
=== ============================================ ===============================================
42  Guarantor PD                                 Bank asset attribute
=== ============================================ ===============================================
43  Guarantor Internal Rating                    Bank asset attribute
=== ============================================ ===============================================





15





 
 
 

 
 
 



Appendix -- Reporting Treatment of PAD fields for refinanced Assets (1 : Many,
Many : 1, Many : Many) --
Contd.





HMT Ref. No.                                Field Name                                                          Reported Data Source
============ ============================================================================== ========================================
    44       Most Recent Date of Credit Assessment / Rating of the Guarantor                Bank asset attribute
============ ============================================================================== ========================================
    45       Guarantor S and P rating                                                           Bank asset attribute
============ ============================================================================== ========================================
    46       Guarantor Moody's rating                                                       Bank asset attribute
============ ============================================================================== ========================================
    47       Guarantor Fitch Rating                                                         Bank asset attribute
============ ============================================================================== ========================================
    48       Restricted Securitisation Flag                                                 APS asset attribute
============ ============================================================================== ========================================
    49       Restricted Conduit Flag                                                        APS asset attribute
============ ============================================================================== ========================================
    50       Restricted Arrangement ID                                                      APS asset attribute
============ ============================================================================== ========================================
    51       Rollover Asset Flag                                                            APS asset attribute
============ ============================================================================== ========================================
    52       Date of Rollover                                                               APS asset attribute
============ ============================================================================== ========================================
    53       Total Bank Exposure to Ultimate Parent Group                                   Bank asset attribute
============ ============================================================================== ========================================
    54       Triggered Asset Flag                                                           APS asset attribute
============ ============================================================================== ========================================
    55       Asset Probability of Default                                                   Bank asset attribute
============ ============================================================================== ========================================
    56       Loss Given Default                                                             Bank asset attribute
============ ============================================================================== ========================================
    57       Current Obligor Rating                                                         Bank asset attribute
============ ============================================================================== ========================================
    58       Most Recent Date of Credit Assessment/Rating of the Obligor                    Bank asset attribute
============ ============================================================================== ========================================
    59       Obligor S and P Rating                                                             Bank asset attribute
============ ============================================================================== ========================================
    60       Obligor Moody's Rating                                                         Bank asset attribute
============ ============================================================================== ========================================
    61       Obligor Fitch Rating                                                           Bank asset attribute
============ ============================================================================== ========================================
    62       Fair Value                                                                     Apportioned using asset continuity rules
============ ============================================================================== ========================================
    63       Historical impairment and/or write-down amount and/or credit value adjustments Bank asset attribute
============ ============================================================================== ========================================
    64       Current Ultimate Parent Internal Rating                                        Bank asset attribute
============ ============================================================================== ========================================
    65       Most Recent Date of Internal Rating of the Ultimate Parent                     Bank asset attribute
============ ============================================================================== ========================================
    66       Current Ultimate Parent S and P Rating                                             Bank asset attribute
============ ============================================================================== ========================================
    67       Current Ultimate Parent Moody's Rating                                         Bank asset attribute
============ ============================================================================== ========================================
    68       Current Ultimate Parent Fitch Rating                                           Bank asset attribute
============ ============================================================================== ========================================
    69       Buy to Let Flag                                                                Bank asset attribute
============ ============================================================================== ========================================
    70       Self Cert Flag                                                                 Bank asset attribute
============ ============================================================================== ========================================
    71       Asset in Construction Flag                                                     APS asset attribute
============ ============================================================================== ========================================
    72       Interest Cover                                                                 APS asset attribute
============ ============================================================================== ========================================
    73       Postcode                                                                       APS asset attribute
============ ============================================================================== ========================================
    74       Amortisation Type                                                              APS asset attribute
============ ============================================================================== ========================================




Description:

APS asset attribute Bank asset attribute Apportioned using asset continuity
rules Sourced from Initial Data

This attribute will be populated using the APS asset level data and will remain
the same across all rows of ACAID -BCAID combinations for an APS asset This
attribute will be populated using the Bank asset level data for all rows of
ACAID -BCAID combinations for an APS asset

As specified in the RI0020 paper on Asset Continuity

This attribute will be sourced from Initial Data, as at 31/12/2008, and will be
the same across all rows of ACAID -BCAID combinations for an APS asset




16





 
 
 

 
 
 



Appendix -- Glossary of terms as defined in APS TandCs



       Term                                                                                               Definition
               6.5 Subject to Condition 34, the "Covered Amount" of a Covered Asset means: (A) on 31 December 2008, the amount
 specified by the Participant in the Initial Data as the "Covered Amount"
Covered Amount of that Covered Asset, being an amount denominated in the currency (the "Covered Amount Currency") specified by the
 Participant in the Initial Data as the "Currency" of that Covered Asset
(CA)           (or, if no such amount or currency is specified by the Participant in the Initial Data, zero); (B) on each day (for
 the purpose of this paragraph (B), the "relevant day") from (and including) 1
               January 2009 to (and including) the Cover Termination Date, the lesser of: (i) the Covered Amount Cap on the relevant
 day; and (ii) the Covered Amount of that Covered Asset on the day
               immediately preceding the relevant day; and (C) on each day falling after the later of (i) the Cover Termination Date
 and (ii) 31 December 2008, zero.


Cover Termination 6.6 The "Cover Termination Date" means, in respect of a
Covered Asset, but subject to Condition 6.35(A)(ii), the date specified by the
Participant in the Initial Data as the "Cover Termination



Date (CTD)      Date" of that Covered Asset.
                6.7 The "Covered Amount Cap" of a Covered Asset on any day (for the purpose of this Condition 6.7, the "relevant
 day") means an amount denominated in the Covered Amount Currency of
                that Covered Asset which: (A) if that Covered Asset is within neither the "Consumer Finance" nor the "Derivative"
 Covered Asset Class, is an amount equal to the sum of: (i) the lesser of: (a)
                the Original Maximum Exposure; and (b) the Actual Exposure, with respect to that Covered Asset on the day
 immediately preceding the relevant day; and (ii) the overdraft proportion of the
                Imputed Maximum Exposure with respect to that Covered Asset on the relevant day, where the "overdraft proportion"
 is: (1) if that Covered Asset did not include or comprise an Overdraft on
Covered Amount  31 December 2008, zero; and (2) if that Covered Asset did include or comprise an Overdraft on 31 December 2008, a
 fraction determined as follows: A / B where: A is an amount equal to the
Cap (CA cap)    lesser of: (x) the Advised Amount with respect to that Overdraft; and (y) the Covered Amount of that Covered Asset
 on 31 December 2008 less the Original Maximum Exposure with respect
                to that Covered Asset on 31 December 2008 (or, if greater, zero) B is the Covered Amount of that Covered Asset on 31
 December 2008; (B) if that Covered Asset is within the "Derivative"
                Covered Asset Class, is an amount equal to the Covered Amount of that Covered Asset on 31 December 2008; and (C) if
 that Covered Asset is within the "Consumer Finance" Covered Asset
                Class, is an amount equal to the higher of: (i) the Imputed Maximum Exposure with respect to that Covered Asset on
 the relevant day; and (ii) the lesser of: (a) the Original Maximum
                Exposure; and (b) the Actual Exposure, with respect to that Covered Asset on the day immediately preceding the
 relevant day.
                6.8(A) The "Actual Exposure" with respect to a Covered Asset on any day means an amount denominated in the Covered
 Amount Currency of that Covered Asset equal to the sum of: (i) the
Actual Exposure Outstanding Amount of that Covered Asset on that day; and (ii) if that Covered Asset is or includes a Covered
 Liability (but without double counting amounts), the maximum aggregate
(AE)            amount as of that day which the applicable Covered Entity or Covered Entities have (or, in the case of a Covered
 Asset that is the subject of a Permitted Arrangement, the relevant Applicable
                Entity or Applicable Entities have) an actual or contingent liability to pay in respect of CL Payment Amounts
 relating to that Covered Liability (but, for these purposes, excluding any Covered
                Liability which is an undrawn Overdraft);


                     6.8(B) The "Original Maximum Exposure" with respect to a
Covered Asset on any day (in this paragraph (B), the "relevant day") means
(subject to Condition 6.35(A)(i)), an amount denominated in the Covered Amount
Currency of that Covered Asset equal to the maximum aggregate amount of the
exposure which the terms of that Covered Asset in effect on 31 December 2008
commit the applicable Covered Entity or Covered Entities (or, in the case of a
Covered Asset that is the subject of a Permitted Arrangement, the relevant
Applicable Entity or Applicable Entities) to have on the relevant day, such
amount to be determined without regard to any amendment or replacement
affecting that Covered Asset or its terms after 31 December 2008 and on the
basis that: (i) the exposure of the applicable Covered Entity or Covered
Entities (or, in the case of a Covered Asset that is the subject of a Permitted
Arrangement, the relevant Applicable Entity or Applicable Entities) with
respect to a Covered Asset on any day is an amount denominated in the Covered
Amount Currency of that Covered Asset equal to the sum of (a) the Outstanding
Amount of that Covered Asset on that day and (b) if that Covered Asset is or
includes a Covered Liability (but without double counting amounts) , the
maximum aggregate amount as of that day which the applicable Covered Entity or
Covered Entities have (or, in the case of a Covered Asset that is the subject
of a Permitted Arrangement, the relevant Original Maximum Applicable Entity or
Applicable Entities have) an actual or contingent liability to pay in respect
of CL Payment Amounts relating to that Covered Liability; (ii) the applicable
Obligors comply with Exposure (OME) their payment obligations under the terms
of that Covered Asset; (iii) all conditions precedent to the effectiveness of:
(a) the obligations and liabilities (whether actual or contingent) of the
applicable Covered Entity or Covered Entities or the relevant Applicable Entity
(as the case may be); and (b) the rights and assets (whether actual or
contingent) of the applicable Obligors, with respect to that Covered Asset are
satisfied; (iv) no events of default, early termination events or mandatory
prepayment events (however described) have occurred or will occur in respect of
that Covered Asset; (v) the applicable Covered Entity or Covered Entities do
not (or, in the case of a Covered Asset that is the subject of a Permitted
Arrangement, the relevant Applicable Entity or Applicable Entities do not) make
any election, exercise any discretion or grant any consent which would increase
the amount of the Original Maximum Exposure with respect to that Covered Asset
on any day; and (vi) the Original Maximum Exposure on any day with respect to
any part of that Covered Asset which on 31 December 2008 was an Overdraft shall
be deemed to be zero, provided that, if and for so long as there is, following
the notification to the Treasury in a Quarterly Statement of any Loss in
respect of that Covered Asset, an absence of reasonable evidence as to the
terms of that Covered Asset in effect on 31 December 2008 that needs to be
known in order to calculate the Original Maximum Exposure with respect to that
Covered Asset on any day, the Original Maximum Exposure with respect to that
Covered Asset on that day shall be deemed to be zero;




17





 
 
 

 
 
 



Appendix -- Glossary of terms as defined in APS T and Cs (contd. )



       Term                                                                                                  Definition
                  6.8(C) The "Imputed Maximum Exposure" with respect to a Covered Asset on any day (in this paragraph (C), the
 "relevant day") means: (i) if the relevant day falls during the period from 1
                  January 2009 to 31 December 2010 (both dates inclusive), an amount equal to the Covered Amount of that Covered
 Asset on 31 December 2008; and (ii) if the relevant day falls during the
Imputed (Maximum) period from 1 January 2011 to 31 December 2012 (both dates inclusive), an amount determined as follows: (A / 25) *
 B where: A is the actual number of calendar months in the period from
Exposure (IME)    (and including) the month in which the relevant day occurs to (and including) December 2012; B is the Covered
 Amount of that Covered Asset on 31 December 2008; and (iii) if the relevant
                  day falls on or after 1 January 2013, zero;
                  6.8(D) an "Overdraft" means a Covered Asset which is (or to the extent it includes) an overdraft or other similar
 indebtedness (or a facility, to the extent an overdraft or other similar
                  indebtedness may be incurred pursuant to that facility) which any member of the Participant's Group (or, in the
 case of a Covered Asset that is the subject of a Permitted Arrangement, a
Overdraft (O/D)   relevant Applicable Entity) is entitled at any time (whether on demand or on notice but without the need for any
 contractual event of default, termination event or specified repayment or
                  prepayment requirement to have arisen) to terminate or require to be repaid in full or fully cash collateralised,
 provided that (for the avoidance of doubt) a Revolving Facility is not an
                  Overdraft; and
                  6.8(E) the "Advised Amount" with respect to a Covered Asset which is or includes an Overdraft means an amount
 denominated in the Covered Amount Currency equal to the sum (without
                  double counting) of the following as at 31 December 2008: (i) the Outstanding Amount of that Covered Asset (to the
 extent it is an Overdraft); (ii) if and to the extent that Overdraft includes a
                  Covered Liability falling within Condition 6.23(A)(i), the maximum aggregate amount of cash collateral for which
 the applicable Covered Entity or Covered Entities are (or, in the case of an
Advised Amount    Overdraft that is the subject of a Permitted Arrangement, the relevant Applicable Entity or Applicable Entities
 are) entitled to call in respect of liabilities under letters of credit, guarantees,
                  performance bonds or analogous instruments issued or granted by them or it which are comprised within that
 Overdraft; and (iii) the maximum aggregate amount of any unutilised portion of
(AA)              that Overdraft which the applicable Covered Entity or Covered Entities have (or, in the case of an Overdraft that
 is the subject of a Permitted Arrangement, the relevant Applicable Entity or
                  Applicable Entities have) advised the applicable Obligors is available for utilisation, provided that, if and for
 so long as there is, following the notification to the Treasury in a Quarterly
                  Statement of any Loss in respect of that Covered Asset, an absence of reasonable evidence as to the facts that
 need to be known in order to calculate the Advised Amount with respect to
                  that Covered Asset, the Advised Amount with respect to that Covered Asset shall be deemed to be zero.
                  6.9 Save as otherwise provided in these Conditions, the "Outstanding Amount" of a Covered Asset on any day means
 an amount denominated in the Covered Amount Currency of that
                  Covered Asset equal to the sum (without double counting) of: (A) the aggregate outstanding principal amount (if
 any) of that Covered Asset on that day (after taking into account any
                  reduction in the aggregate outstanding principal amount on that day) and shall exclude: (i) any interest, fee,
 premium or other non-principal sum which has accrued or is payable in respect of
                  that Covered Asset (save to the extent it was capitalised on or before 31 December 2008 or capitalised in respect
 of an overdraft), provided that the exclusion of such nonprincipal sums shall
                  not apply to (i) any outstanding principal amount that was drawn to pay such non-principal sums in cash before the
 Trigger Date and (ii) in the case only of a Covered Asset within the
                  "Consumer Finance" or "Residential Mortgage" Covered Asset Class, any outstanding principal amount representing
 the premium in respect of a related loan or mortgage payment protection
                  insurance policy; and (ii) any amount payable or paid by the applicable Covered Entity or Covered Entities (or, in
 the case of a Covered Asset that is the subject of a Permitted Arrangement,
                  the relevant Applicable Entity or Applicable Entities) pursuant to a Covered Liability falling within Condition
 6.23(A)(i) (if and to the extent such amount would, but for this subparagraph (ii), be
Outstanding       regarded as an outstanding principal amount) (and without prejudice to paragraph (B) below); and (B) in the case
 of a Covered Asset which is or includes a Covered Liability falling within
Amount (OA)       Condition 6.23(A)(i), the aggregate amount which the applicable Covered Entity or Covered Entities have (or, in
 the case of a Covered Asset that is the subject of a Permitted Arrangement,
                  the relevant Applicable Entity or Applicable Entities have) paid pursuant to such Covered Liability and for which
 the applicable Covered Entity or Covered Entities have or relevant Applicable
                  Entity has (as the case may be) neither been reimbursed, nor waived (as such term is defined in Condition 5.2)
 their or its right to reimbursement, in each case as at that day. 6.10 If and to
                  the extent that, on or after the Trigger Date in respect of a Covered Asset (or, if later, 31 December 2008), any
 payment which had the effect of reducing the Outstanding Amount of that
                  Covered Asset becomes repayable as a result of Applicable Law which is binding on the applicable Covered Entity or
 Covered Entities or relevant Applicable Entity (as the case may be) or in
                  accordance with the terms of the Covered Asset (including equalisation, turnover or loss-sharing provisions) and
 is repaid (including by way of set-off or true-up), the amount of such
                  repayment shall be deemed to be added for the purposes of Conditions 6.1, 6.22 and 6.38 to the Outstanding Amount
 of that Covered Asset on its Trigger Date (or, if later, 31 December
                  2008) and (if and to the extent necessary) such adjustments shall be made pursuant to and in accordance with
 Condition 8.7 as are required to give effect to such deemed addition.
                  6.23 A "Covered Liability" means a Covered Asset (other than a Derivative Agreement) which is (or to the extent it
 includes): (A) an actual or contingent liability of a Covered Entity (or, in the
                  case of a Covered Asset that is the subject of a Permitted Arrangement, a relevant Applicable Entity) to pay
 money: (i) under (or by way of reimbursement or indemnification of another
Covered Liability person's obligations under) a letter of credit, guarantee, performance bond or analogous instrument issued or
 granted on or before the Trigger Date; (ii) under (or by way of reimbursement or
(CL)              indemnification of another person's obligations under) a letter of credit, guarantee, performance bond or
 analogous instrument issued or granted after the Trigger Date pursuant to a binding
                  commitment to do so; or (iii) by way of the advance of money under a binding commitment to lend; or (B) an undrawn
 Overdraft




18



 
 
 
 
\
 
 

 
 
Appendix 2
 
(Paper titled “Quarterly Statement Data Reporting: Division or
Consolidation of Assets or Exposures”)
 

 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 




Appendix 2

Quarterly Statement Data Reporting:
Division or Consolidation of Assets or Exposures




 
 
 

 
 
 


Asset Continuity: Introduction

Over time, the structure of a Covered Asset may change. This may take many
forms from a simple debt consolidation (where many Covered Assets are replaced
by one new asset / component); to the more complex arrangements (for example
where many Covered Assets are replaced by many new components. ) Also under the
Consumer Finance approach, where new sub-assets have been opened post
accession.

In each case RBSG must consider whether the Asset(s) are still covered under
the Scheme and satisfy the Asset Continuity Requirements. As this paper focuses
on Quarterly Statement reporting requirements, it is assumed in each case that
Covered Assets remain covered under the Scheme and the Asset Continuity
Requirements have not been breached.

Purpose:

The purpose of this paper is to outline the proposed reporting treatment that
would apply in each of the asset continuity scenarios in relation to the
Quarterly Statement: Consumer Finance

          [] Consumer Finance Customer View -- see slides 10-12 Non Consumer
Finance

[] Debt split (One to Many) -- see slide 3

[] Debt consolidation (Many to One) -- see slide 4

[] Complex debt rearrangements (Many to Many) -- see slide 5 and 6

There are also other factors that may impact any of the above non consumer
finance scenarios. These have been illustrated separately and are:

[] Variable Cover Termination Dates -- see slide 7

[] Combining Covered and Non Covered Assets -- see slide 8

Non Consumer Finance Examples:

To illustrate the proposed approach, examples have been provided for each
scenario (see above) . In order to simplify the examples and clearly
demonstrate the principles to be applied, the following assumptions have been
made:

* Assets are not Rollover Assets and do not contain an overdraft.

* The Original Maximum Exposure (OME) is assumed to be the equal to the value
of the Initial Data Covered Amount for each Asset. In reality the OME is
calculated in accordance with the expected payment profile of the Covered Asset
per the Asset's terms in place at 31/12/08.


The notes as outlined in Appendix A illustrate the further details and rules that
need to be considered in each case


2


Legend for all examples:
=====================================================================================================
Acronym Description


------- ---------------------------------------------------------------------------------------------
OA      Outstanding Amount
------- ---------------------------------------------------------------------------------------------
CA      Covered Amount
------- ---------------------------------------------------------------------------------------------
R       Recoveries (note these generally occur post-Trigger
------- ---------------------------------------------------------------------------------------------
CL      Covered Liabilities (note CL arises post-Trigger
------- ---------------------------------------------------------------------------------------------
AE      Actual Exposure (component of CA calculation taken day prior to Initial Event Date)
------- ---------------------------------------------------------------------------------------------
OME     Original Maximum Exposure (component of CA calculation taken day prior to Initial Event Date)





 
 
 

 
 
 


Asset Continuity: Debt Split (One to Many)

Requirement: For the purposes of the Quarterly Statement, regardless of changes
to an asset's components, the Triggered Asset is to be reported in line with
the asset as specified in the Initial Data.

Treatment: Where a single asset is refinanced into more than one account, the
approach is to sum the relevant values for each of the relevant accounts
(BCAID's) and report as a single APS Covered Asset ID (ACAID) .

Example: Single ACAID and single corresponding BCAID was reported in the
Initial Data. Asset subsequently refinanced into 3 separate loans (3 new
BCAID's) .



Initial Data: Data at Trigger Date: Quarterly Statement Reporting:

OA = [pound]300
BCAID : 2
AE = [pound]400 R = [pound]100 CL = [pound]50


                             OA = [pound]500 (300 + 100 + 100) OA = [pound]100
BCAID : 3 CA = [pound]1,000 -- see table AE = [pound]300 ACAID : A
    ACAID : A R = [pound]300 (100 + 100 + 100) R = [pound]100 Debt Split BCAID
: 1 CL = [pound]0 CL = [pound]100 (50 + 0 + 50) Covered Amt = [pound] 1,200 OA
= [pound]100 BCAID : 4 AE = [pound]300 R = [pound]100 CL = [pound]50

                               OA = [pound]500 TOTAL BCAID's AE = [pound]1,000
R = [pound]300 CL = [pound]100


Calculation of Reported Covered Amount

ACAID AE OME CA (lower of AE and OME)

A [pound]1,000 [pound]1,200 [pound]1,000 (400 + 300 + 300)

For illustrative purposes, the OME in the above example is assumed to be the
same as the Initial Data Covered Amount. See notes 4 and 5 in Appendix A for
rules pertaining to Covered Amount calculation.


3



 
 
 

 
 
 


Asset Continuity: Debt Consolidation (Many to One)

Debt consolidation may occur for example where there is a direct refinancing or
where an additional drawing is made and there is an obligation to use the
proceeds to pay out the original Assets.

Requirement: Regardless of changes to an asset's components, the Triggered
Asset is to be reported in line with the asset as specified in the Initial
Data. This means that where Covered Assets have been consolidated into a single
asset, the assets are to be reported in the Quarterly Statement as if the
consolidation had not occurred.

Treatment: Strict interpretation of the Rules would indicate that the
consolidated asset could be seen as a continuation of all three original
Covered Assets, and therefore the values for the consolidated asset could be
applied individually across the original Covered Assets. (eg Outstanding Amount
of 500 could be applied to each asset separately. Therefore total claim would
be 1500, subject to covered amount cap.) However, given the loss in reality
would only arise in relation to the consolidated asset, the proposed treatment
is to apportion this asset's values across each of the 'original' individual
Covered Assets. This will be done on the basis of the percentage split of the
Initial Data Covered Amount for each of the individual Covered Assets. This
treatment will ensure consistency of approach between PAD and QS, and between
the various asset continuity scenarios.

Initial Data: Data at Trigger Date:

ACAID : A
    BCAID 1 Covered Amt = 300
(30% of total) 30% OA = [pound]500
Debts consolidated AE = [pound]700
                                                                  BCAID : 4 30%
ACAID : B R = [pound]100
BCAID 2

                 CL = [pound]200 40% Covered Amt = 300 (30% of total)

ACAID : C
BCAID 3
Calculation of Reported Covered Amount
Covered Amt = 400
ACAID AE OME CA (lower of AE
(40% of total) and OME)
A [pound]210 (700 * 30%) [pound]300 [pound]210

B [pound]210 (700 * 30%) [pound]300 [pound]210

                                                     C [pound]280 (700 * 40%)
[pound]400 [pound]280 TOTAL ASSETS
Covered Amt = [pound]1,000 TOTAL ASSETS [pound]700 [pound]1,000 [pound]700



Quarterly Statement Reporting:


                            OA = [pound]150 (500 * 30%)
                            -----------------------------
     ACAID : A               CA = [pound]210 -- see table
                            -----------------------------
                              R = [pound]30 (100 * 30%)
(30% of total BCAID values)
                            -----------------------------
                             CL = [pound]60 (200 * 40%)
                            =============================
                            OA = [pound]150 (500 * 30%)
                            -----------------------------
     ACAID : B              CA = [pound]210 -- see table
                            -----------------------------
                             R = [pound]30 (100 * 30%)
(30% of total BCAID values)
                            -----------------------------
                            CL = [pound]60 (200 * 30%)
                            =============================
                            OA = [pound]200 (500 * 40%)
                            -----------------------------
      ACAID : C             CA = [pound]280 -- see table
                            -----------------------------
                             R = [pound]40 (100 * 40%)
(40% of total BCAID values)
                            -----------------------------
                            CL = [pound]80 (200 * 40%)
                            =============================
                                  OA = [pound]500
                            -----------------------------
                                  CA = [pound]700
                            -----------------------------
    TOTAL ASSETS                   R = [pound]100
                            -----------------------------
                                  CL = [pound]200
--------------------------- -----------------------------



For illustrative purposes, the OME in the above example is assumed to be the
same as the Initial Data Covered Amount. See notes 4 and 5 in Appendix A for
rules pertaining to Covered Amount calculation.


4



 
 
 

 
 
 


Asset Continuity: Complex Debt Rearrangement (Many to Many)

Requirement: For the purposes of the Quarterly Statement, regardless of changes
to an asset's components, the Triggered Asset is to be reported in line with
the asset as specified in the Initial Data.

Treatment: In line with the one to many approach, the restructured assets
values will be apportioned to each of the 'original' Covered Assets. The values
will be apportioned on the basis of the percentage split of the Initial Data
Covered Amount for each of the individual Covered Assets. This treatment will
ensure consistency of approach between Post Accession Data and QS; and also
between the various asset continuity scenarios.

Example 1: Two loans converted into three. Values for each individual BCAID are
ascertained and added to provide overall BCAID total for each value. Each value
is then apportioned to each ACAID on the basis of the Covered Amount as
reported for each ACAID in the Initial Data.
In this example further monies have been advanced upon refinancing, and the
Outstanding Amount and Actual Exposure are now greater than the Initial Data
values. Outstanding Amount at Trigger is [pound]1,100 compared to [pound]800 at
Initial Data. Note that the Loss is capped by the Covered Amount (in this case
[pound]1k), and all post-Trigger Recoveries received on the replacement assets
must be reported.


Initial Data:

ACAID : A BCAID : 1
 Covered Amt = 600 (60% of total) Outstanding Amt = 500

ACAID : B
BCAID : 2
 Covered Amt = 400 (40% of total) Outstanding Amt = 300

   TOTAL ASSETS Covered Amt = [pound]1,000 Outstanding Amt = [pound]800

Debt Split

Data at Trigger Date:
                            OA = [pound]500 BCAID : 3 AE = [pound]600 R =
[pound]100 CL = [pound]0

                           OA = [pound]300 BCAID : 4 AE = [pound]300 R =
[pound]100 CL = [pound]0

                            OA = [pound]300 BCAID : 5 AE = [pound]300 R =
[pound]0 CL = [pound]100

TOTAL BCAID's OA = [pound]1,100
AE = [pound]1,200 R = [pound]200 CL = [pound]100

60%

40%

QS Reporting:
OA = [pound]660 (1100 * 60%)
ACAID : A
                                CA = [pound]600 -- see below R = [pound]120
(200 * 60%) (60% of total BCAID value) CL = [pound]60 (100 * 60%)

OA = [pound]440 (1100 * 40%)


ACAID : B
                                CA = [pound]400 -- see below R = [pound]80 (200
* 40%) (40% of total BCAID value) CL = [pound]40 (100 * 40%)

                                  OA = [pound]1,100 TOTAL ASSETS CA =
[pound]1,000 R = [pound]200 CL = [pound]100


             Calculation of Reported Covered Amount
------------ -------------------------------------- -----------------
    ACAID             AE               OME          CA (lower of AE
                                                       and OME)
------------ ------------------------- ------------ -----------------
       A      [pound]720 (60% * 1,200) [pound]600         [pound]600
------------ ------------------------- ------------ -----------------
       B      [pound]480 (40% * 1,200) [pound]400         [pound]400
------------ ------------------------- ------------ -----------------
TOTAL ASSETS         1,200             [pound]1,000      [pound]1,000
------------ ------------------------- ------------ -----------------



For illustrative purposes, the OME in the above example is assumed to be the
same as the Initial Data Covered Amount. See notes 4 and 5 in Appendix A for
rules pertaining to Covered Amount calculation.

5



 
 
 

 
 
 


Asset Continuity: Complex Debt Rearrangement (Many to Many)

Example 2: Three loans is converted into two. the Covered Amount reported in
the Initial Data.

Same methodology applied -- values are ascertain for each individual BCAID and
the total is apportioned on the basis of


Initial Data:

ACAID : A BCAID : 1
Covered Amt = 700 (50% of total)

ACAID : B
BCAID : 2
Covered Amt = 350 (25% of total)

ACAID : C
BCAID : 3
Covered Amt = 350 (25% of total)

TOTAL ASSETS

Covered Amt = [pound]1, 400

Data at Trigger Date:

OA = [pound]400
BCAID : 4
AE = [pound]500 R = [pound]50 CL = [pound]0

                          OA = [pound]200 BCAID : 5 AE = [pound]300 R =
[pound]50 CL = [pound]100

OA = [pound]600
Total BCAID's AE = [pound]800
R = [pound]100 CL = [pound]100

50% 25%

25%

Quarterly Statement Reporting:

OA = [pound]300 (600 * 50%)
ACAID : A
                              CA = [pound]400 -- see below 50% of total BCAID
value R = [pound]50 (100 * 50%) CL = [pound]50 (100 * 50%)

OA = [pound]150 (600 * 25%)
ACAID : B
                              CA = [pound]200 -- see below R = [pound]25 (100 *
25%) 25% of total BCAID value CL = [pound]25 (100 * 25%)

OA = [pound]150 (600 * 25%)


ACAID : C
                              CA = [pound]200 -- see below R = [pound]25 (100 *
25%) 25% of total BCAID value CL = [pound]25 (100 * 25%)

TOTAL ASSETS OA = [pound]600 CA = [pound]800 R = [pound]100 CL = [pound]100


              Calculation of Reported Covered Amount
-----------------------------------------------------------------
    ACAID           AE              OME          CA (lower of AE
------------ ---------------------- ------------ ----------------
                                                    and OME)
------------ ---------------------- ------------ ----------------
       A     [pound]400 (800 * 50%) [pound]700         [pound]400
------------ ---------------------- ------------ ----------------
       B     [pound]200 (800 * 25%) [pound]350         [pound]200
------------ ---------------------- ------------ ----------------
       C     [pound]200 (800 * 25%) [pound]350         [pound]200
------------ ---------------------- ------------ ----------------
TOTAL ASSETS        800             [pound]1,400       [pound]800



For illustrative purposes, the OME in the above example is assumed to be the
same as the Initial Data Covered Amount. See notes 4 and 5 in Appendix A for
rules pertaining to Covered Amount calculation.

6



 
 
 

 
 
 


Asset Continuity: Variable Cover Termination Dates (CTD's)

In each Asset Continuity scenario, it is likely that the Cover Termination
Dates of the original Covered Assets will be different. The values of the
replacement asset are apportioned in line with existing proposals, however the
validity of reporting in respect of the Cover Termination Date is examined for
each Asset. Where the Initial Event Date as determined by the replacement asset
is after the Cover Termination Date of any of the original Covered Assets, that
Asset cannot reported as Triggered. Similarly, Recoveries and Covered
Liabilities apportioned to that Asset are not reported. Though this concept is
illustrated below using the many to one scenario below, it would equally apply
across all Asset Continuity scenarios (one to many, many to one, many to
many).

Initial Data:

ACAID : A
    BCAID 1 Covered Amt = 300 (30% of total) CTD = 15/02/2010

ACAID : B
    BCAID 2 Covered Amt = 300 (30% of total) CTD = 31/12/2015

ACAID : C
    BCAID 3 Covered Amt = 400 (40% of total) CTD = 15/03/2011

TOTAL ASSETS

Covered Amt = [pound]1,000

Debts consolidated

Data at Trigger Date:


                                OA = [pound]500
       BCAID : 4                AE = [pound]700
Initial Event Date = 10/06/2010 R = [pound]100
                                CL = [pound]200


30% 30% 40%


Quarterly Statement Reporting:


      Not reported             OA = [pound]150 (500 * 30%)
        ACAID : A               CA = [pound]210 -- see table
                                 R = [pound]30 (100 * 30%)
  (30% of total BCAID values)
       CTD = 15/02/2010         CL = [pound]60 (200 * 30%)
                               OA = [pound]150 (500 * 30%)
        ACAID : B              CA = [pound]210 -- see table
                                R = [pound]30 (100 * 30%)
  (30% of total BCAID values)
      CTD = 31/12/2015         CL = [pound]60 (200 * 30%)
                               OA = [pound]200 (500 * 40%)
        ACAID : C              CA = [pound]280 -- see table
                                R = [pound]40 (100 * 40%)
   (40% of total BCAID values)
            CTD =              CL = [pound]80 (200 * 40%)
      TOTAL ASSETS                   OA = [pound]500
  (Total includes ACAID A,           CA = [pound]700
   though note ACAID A not
           reported)                  R = [pound]100
                                     CL = [pound]200

                 Calculation of Reported Covered Amount
================ ====================================== =========================
    ACAID                 AE              OME            CA (lower of AE
                                                            and OME)
---------------- ------------------------ ------------- -------------------------
A (not reported)   [pound]210 (700 * 30%) [pound]300    [pound]210 (not reported)
---------------- ------------------------ ------------- -------------------------
       B           [pound]210 (700 * 30%) [pound]300           [pound]210
---------------- ------------------------ ------------- -------------------------
       C           [pound]280 (700 * 40%) [pound]400           [pound]280
---------------- ------------------------ ------------- -------------------------
    TOTAL                [pound]700       [pound]1,000         [pound]700



Total includes ACAID A, but note ACAID A is not reported

Only ACAID B and C are reported as Triggered. For each of these Assets the
Initial Event Date is before the Cover Termination Date. Reported values for
these Assets are as listed above. ACAID A is not reported as Triggered. The
Initial Event Date of the replacement asset is after ACAID A's Cover
Termination Date. ACAID A not reported as Triggered. Recoveries and Covered
Liabilities are also not reported for ACAID A.

For illustrative purposes, the OME in the above example is assumed to be the
same as the Initial Data Covered Amount. See notes 4 and 5 in Appendix A for
rules pertaining to Covered Amount calculation.

7



 
 
 

 
 
 


Asset Continuity: Combining Covered and Non Covered Assets

When combining Covered and Non Covered Assets the approach to apportionment is
slightly different as RBS is unable to claim against the Non-Covered Asset. To
enable the calculation of the reportable values for the Covered Assets, the
limit (as per Risk Management systems) immediately prior to refinancing must be
obtained for all of the assets involved in the refinancing. This will be used
to determine the proportion of the replacement asset that is covered under the
Scheme. It is this covered portion that will be allocated across the original
Covered Assets. The covered element will be allocated to the Covered Assets,
proportionally based on the Initial Data Covered Amounts for those Assets.
These rules would apply across every Asset Continuity scenario, not just the
one to many scenario as illustrated below.

Initial Data:

ACAID : A BCAID : 1
Covered Amt = 600 (60% of total)

ts
ACAID : B
BCAID : 2
        Covered Amt = 400 Covered Asse (40% of total) TOTAL COVERED
ASSETS

Covered Amt = [pound]1,000

Asset : 3
Assets (non covered asset)
Non Covered

Data immediately prior to refinancing:*



ACAID : A BCAID : 1
Limit* = 300 (25% of total)

ACAID : B
BCAID : 2
Limit* = 300 (25% of total)


TOTAL COVERED ASSETS = [pound]600 (50% of total)

Asset : 3
Limit* = 600 (50% of total)

TOTAL ASSETS TO BE CONSOLIDATED

= [pound]1,200

Data at Trigger Date:

Total replacement asset

OA = [pound]800

AE = [pound]1,000 50 % covered
BCAID : 4
R = [pound]100 CL = [pound]100

Covered Portion

OA = [pound]400 AE = [pound]500 R = [pound]50 CL = [pound]50

60 %

40 %

QS Reporting:

    ACAID : A OA = [pound]240 (400 * 60%) CA = [pound]300 -- see table (60% of
covered portion) R = [pound]30 (50 * 60%) CL = [pound]30 (50 * 60%)

    ACAID : B OA = [pound]160 (400 * 40%) CA = [pound]200 -- see table R =
[pound]20 (50 * 40%) (40% of covered portion) CL = [pound]20 (50 * 40%)



                              OA = [pound]400 TOTAL COVERED
ASSETS CA = [pound]500 R = [pound]50 CL = [pound]50

50% of the values of BCAID 4 are attributable to Covered Assets.

Covered portion allocated to Covered Assets based on proportion of Initial Data
Covered Amount (60/40 split in this example)


                        Calculation of Reported Covered Amount
--------------------- ----------------------------------------- -------------------
        ACAID         AE of Covered Portion         OME         CA (lower of AE and
--------------------- ------------------------- --------------- -------------------
                                                                        OME)
--------------------- ------------------------- --------------- -------------------
           A             [pound]300 (60% * 500)     [pound]600          [pound]300
--------------------- ------------------------- --------------- -------------------
           B             [pound]200 (40% * 500)     [pound]400          [pound]200
--------------------- ------------------------- --------------- -------------------
BCAID 3 - Non Covered     Not applicable        Not applicable     Not applicable
         Asset
--------------------- ------------------------- --------------- -------------------
        TOTAL:                 [pound]500          [pound]1,000         [pound]500
--------------------- ------------------------- --------------- -------------------



Note: In calculating the covered portion the limit as outlined above is to be
obtained immediately prior to refinancing. This means the limit per the Risk
Management Systems as at the date the monies were transferred. The limit in
this case does not refer to the Actual Exposure required for the Covered Amount
calculation (the Actual Exposure for QS must exclude interest, fees, charges
etc unless capitalised on or before 31/12/08 or capitalised in respect of an
overdraft. )

For illustrative purposes, the OME in the above example is assumed to be the
same as the Initial Data Covered Amount. See also notes 4 and 5 overleaf.

8



 
 
 

 
 
 


Asset Continuity: Appendix A (Notes)

The following notes to all previous examples unless otherwise stated:

1) Triggers (one to many, many to many examples):

 a) Failure to pay -- the first 'Trigger' for a part of the Covered Asset will
be a Trigger for the whole Covered Asset (except in the case of Long Dated
Assets or Limited Recourse Assets for which the additional Trigger tests must
be applied to the Covered Asset as a whole

 b) Bankruptcy -- A 'Trigger' in relation to part of the Covered Asset would
generally give rise to a Trigger as a whole. In relation to "charging off" of
an asset in the Consumer Finance or Residential Mortgage Asset Classes however,
'charging off' of part of the Covered Asset would not give rise to a Trigger in
respect of the Covered Asset as a whole.

  In practice, it may be unusual for one account in respect of such a Covered
Asset to remain open when the others are closed.



c)  Restructuring A 'Trigger' in relation to part of the Covered Asset would generally give rise to a Trigger as a whole, except
 where the 'Trigger' arises from the Restructuring


Event in condition 5.18F(release or discharge of all Security) . The fact that
this is satisfied in relation to part of a Covered Asset does not entail a
release or discharge of all Security in respect of the Covered Asset as a
whole.

2) Triggers (many to one examples):

It is assumed that a 'Trigger' of the BCAID would represent a Trigger of all
the original Covered Assets (ACAIDs) . For example:

- Failure to Pay under BCAID D (the replacement asset) would represent a
Failure To Pay across all the original ACAID's.

- Given that it is the counterparty which becomes Bankrupt, this would apply
across all the original ACAID's


3) Variable Cover Termination Dates: The Cover Termination Date (CTD) for each
of the original Covered Assets needs to be examined as illustrated in slide 7.
Eligibility for Rollover would need to be considered for each of the original
Covered Assets. The Cover Termination Date for assets that have been subject to
a Rollover is deemed to be 31 December 2013 (see also note 5).

4) Covered Amount calculation: To calculate the Covered Amount, the Actual
Exposure (AE) is sourced by reference to the relevant BCAID's, and apportioned
to the Covered Assets as outlined in each of the relevant examples. The
Original Maximum Exposure (OME) sourced by reference to the original Covered
Asset(s) and is calculated in accordance with the expected payment profile per
the Asset's terms in place at 31/12/08. The lower of the AE and OME reported as
the Covered Amount in line with the Covered Amount requirement. If the Covered
Asset was an Overdraft, the Covered Amount is calculated by reference to the
Advised Amount and Imputed Maximum Exposure in line with the Scheme Rules.
Further examples relating to Overdrafts will be developed upon finalisation of
the Operational Accounts practice statement. Note also the Rollover requirement
below.

5) Rollovers: Eligibility for Rollover will need to be considered for each of
the original Covered Assets on an individual basis. Where the original Covered
Asset has been subject to a Rollover, the Actual Exposure is to be apportioned
in accordance with the methodology outlined in the relevant examples, and the
Rules pertaining to calculation of Covered Amount for Rollovers is to be
applied.

6) Additional lending : Where additional lending forms part of the refinancing,
this will be included as part of the Outstanding Amount. Note that Loss is
capped by the Covered Amount however Realisations would need to be reported on
the full amount of the refinanced asset (ie including the additional lending).

7) Refinancing to an overdraft: Where the Covered Asset is refinanced into an
overdraft, the approach outlined in the Operational Accounts practice statement
is to be applied from that point. Note that treatment of Operational Accounts
is still under discussion with the APA.

8) Realisations: In each example, the amounts pertaining to Realisations
indicate the raw data as calculated at the Divisional level. It assumes correct
allocation of Realisations has taken place (approach to be outlined in the
Allocation of Recoveries practice statement). Any pro-rating necessary under
S7.26C will be performed by the Scheme Ledger and correct pro- rated values
reported to HMT.

9) Refinancings post Trigger: Realisations, Expenses and Covered Liabilities
would need to be reported for any post-Trigger amendments in line with the
post-Trigger structure in existence at applicable QS quarter end.

10) Limitations: As outlined in the PAD asset continuity paper, the solutions
outlined in this document may result in loss of Cover in some cases. Please
refer to 'Asset Continuity in Post Accession Data: Limitations' for more
information.



9



 
 
 

 
 
 


Asset Continuity: Consumer Finance

Overview:

Consumer Finance is slightly different to other asset classes in that there may
be many sub-assets that existed within the Covered Asset at Initial Data.

The combination of these sub-assets may vary over time, as sub-assets are
closed or new sub-assets are opened. This raises a question as to how these
subcomponents should be treated and "rolled up" for reporting purposes.

Proposed Treatment:

Out of Scheme : Accounts / sub-assets that were deemed to be outside the Scheme
at Initial Data will continue to be excluded for reporting purposes on the
basis that they were not part of the Covered Asset as reported in Initial Data.
This includes products that were out of scope (eg credit cards, savings
accounts) or other sub-assets that were not included in the Covered Asset pool
(eg overdraft deemed low risk at the time of Initial Data).

New sub-assets at Trigger Date: Where new sub-assets have been opened since
31/12/08 but on or before Trigger Date, these sub-assets will be included for
reporting purposes. This means that the Outstanding Amount is included in the
loss claim (capped by 31/12/08 Covered Amount), and any Recoveries and Covered
Liabilities arising will be reported.

New sub-assets after Trigger Date: As no Loss was claimed for these sub-assets,
Recoveries and Covered Liabilities will not be reported.

The example overleaf illustrates the above proposed treatment.

Note: Similar concept exists for Group Accounts (which may or may not be
Consumer Finance Asset Class), in that a single Covered Asset exists which is
comprised of a number of sub-assets. The number of children (sub-assets) under
the master account (Covered Asset) will change over time. It is expected that a
similar approach will apply.


10



 
 
 

 
 
 



Asset Continuity: Consumer Finance
------------------------------------------------------------------------------------------------------------------------------------
----------------------------------------
Example: In line with the proposal overleaf, all assets outside the scheme are not included for reporting purposes. Loan 2, which
 was opened post 31/12/08 but before
Trigger Date is included. The reported values for the ACAID being the sum of the individual sub-assets (loan 1, Overdraft 1 and loan
 2 in this example) (2). Similarly , any
Recoveries arising post-Trigger and Covered Liabilities will be reported in the applicable Quarterly Statement. Recoveries and
 Covered Liabilities arising from Loan 3
however, will not be included on the basis that this sub-asset was not included in the loss claim at Trigger Date.(4) Formal
 feedback from APA yet to be provided.


Initial Data

ACAID : Customer 1 BCAID : Custome omer r 1

Loan 1
 Scheme
Accounts In Overdraft 1

Legend:
OA = Outstanding Amount at Trigger Date CA = Covered Amount at Initial Event
Date
R = Recoveries (note Recoveries generally occur post Trigger) CL = Covered
Liabilities (note CL arises post Trigger)
AE = Actual Exposure (component of CA calculation taken day prior to Initial
Event Date)

Trigger Date
OA = [pound]900
ACAID : Customer 1
CA = [pound]1,200
BCAID : Customer 1
R = [pound]300

                       OA = [pound]300 Loan 1 AE = [pound]500 R = [pound]100

                         OA = [pound]300 Overdraft 1 CA = [pound]400 R =
[pound]100

                       OA = [pound]300 Loan 2 AE = [pound]300 R = [pound]100

Post Trigger Date
R = [pound]250
ACAID : Customer 1
BCAID : Customer 1 CL = [pound]400

                         R = [pound]0 Loan 1 CL = [pound]100

                          R = [pound]100 Overdraft 1 CL = [pound]0 R =
[pound]50 Loan 2 CL = [pound]0

                       Not included in Loss claim at Trigger Date: Loan 3 R and
CL not reported (not reported)




                                                Outside Covered
                         Account C: Credit Card    Asset pool
                                                Outside Covered
                         Account D: Overdraft 2   Asset pool
Account s Outside Scheme                        Outside Covered
                         Account E: Savings Ac    Asset pool

                        No claim: Outside

Account C: Credit Card Covered Asset pool
                       No claim: Outside
Account D: Overdraft 2 Covered Asset pool


                       No Claim: Outside
Account E: Savings Ac  Covered Asset pool

                          R and CL not
Account C: Credit Card reported: Outside
                       Covered Asset pool
                          R and CL not
Account D: Overdraft 2  reported: Outside
                       Covered Asset pool
                          R and CL not
Account E: Savings Ac   reported: Outside
                       Covered Asset pool



Inclusion of Overdrafts is included in the above for illustration purposes
only. Reporting of Overdrafts is covered in the Operational Accounts paper. For
additional notes see overleaf. 11



 
 
 

 
 
 


Asset Continuity: Consumer Finance

Notes relating to example overleaf:
1) Triggers: a) Failure to pay -- the first 'Trigger' for a part of the Covered
Asset will be a Trigger for the whole Covered Asset (except in the case of Long
Dated Assets or Limited Recourse Assets for which the additional Trigger tests
must be applied to the Covered Asset as a whole

b) Bankruptcy -- A 'Trigger' in relation to part of the Covered Asset would
generally give rise to a Trigger as a whole. In relation to "charging off" of
an asset in the Consumer Finance Asset Class however, 'charging off' of part of
the Covered Asset would not give rise to a Trigger in respect of the Covered
Asset as a whole. In practice, it may be unusual for one account in respect of
such a Covered Asset to remain open when the others are closed.

c) Restructuring -- A 'Trigger' in relation to part of the Covered Asset would
generally give rise to a Trigger as a whole, except where the 'Trigger' arises
from the Restructuring Event in condition 5.18F(release or discharge of all
Security) . The fact that this is satisfied in relation to part of a Covered
Asset does not entail a release or discharge of all Security in respect of the
Covered Asset as a whole.

2) Where the Cover Termination Date of the Covered Asset is before the Initial
Event Date, the Asset is not reported as Triggered, and therefore Realisations
and Covered Liabilities are not reported.

3) Covered amount components are generally the Original Maximum Exposure (taken
by reference to 31/12/08 expected amortisation profile of the sub-asset), and
the Actual Exposure by reference to the relevant sub asset as at day prior to
Initial Event Date.

4) Treatment is to be applied regardless of whether the 'new' sub- asset
represents refinancing or new lending.

5) In some Divisions there will be different Covered Assets (Customers) which
are the same customer. This arises where the Customer has assets across several
brands -- eg Natwest, RBS, Direct Line (eg. direct loans). Where this occurs,
any 'new' assets within a brand will be aggregated into the relevant Customer
(Covered Asset) within that brand.



12


 
Exhibit 4.37
 
 
 
 
   
Eastcheap Court, 11 Philpot Lane, London, EC3M 8UD
15 February 2012
 
The Royal Bank of Scotland plc
135 Bishopsgate
London
EC2M 3UR
 
Attention: APS Management
 
The Royal Bank of Scotland Group plc
135 Bishopsgate
London
EC2M 3UR
 
Attention: APS Management
 
 
Dear Sirs
 
The UK Asset Protection Scheme – Post Trigger Refinancings and Debt Restructurings
 
Background and interpretation
 
1.  
We refer to:
 
 
(A)  
the Accession Agreement dated 26 November 2009 between the Commissioners of Her Majesty’s Treasury, The Royal Bank of Scotland plc and The Royal Bank of Scotland Group plc, as amended and supplemented from time to time (the “ Accession Agreement ”); and
 
 
(B)  
the Fourth Supplemental Agreement to the Accession Agreement dated 30 June 2011 between the parties to the Accession Agreement (the “ Fourth Supplemental Agreement ”).
 
2.  
Terms defined in the Fourth Supplemental Agreement or the Accession Agreement have the same meanings when used in this letter subject as provided herein.  In particular, references to “ old assets and exposures ” shall be construed:
 
 
(A)  
in relation to AV Assets and AV Non-Cash Realisations, in accordance with paragraph 6.9 of Schedule 10 to the Accession Agreement (“ Schedule 10 ”); and
 
 
(B)  
in relation to other In-scope Assets and In-scope Non-Cash Realisations (each as defined below), in accordance with paragraph 9 below.
 
 
1

 
 
3.  
Pursuant to Clause 5.2 of the Fourth Supplemental Agreement the Participant and the Treasury agreed that they would participate in good faith discussions with each other for 90 days (or such other period as might be agreed in writing between the Treasury and the Participant) after the Effective Date in order to agree as soon as reasonably practicable a replacement for, or refinements or other amendments to, the provisions set out in paragraphs 6.8 and 6.9 of Schedule 10, being provisions dealing with the consequences under the Scheme where the assets and exposures comprising an AV Asset or AV Non-Cash Realisation are the subject of a refinancing or debt restructuring after the day on which the Trigger occurs in respect of the relevant AV Asset.
 
4.  
The Participant and the Treasury held such discussions but did not agree any extension of the 90 day period referred to in paragraph 3 above.  The provisions set out in paragraphs 6.8 and 6.9 of Schedule 10 accordingly took effect on 4 October 2011 but, pursuant to sub-paragraph 6(A) below, are superseded by the terms of this letter.
 
5.  
The Participant and the Treasury have also held discussions to agree the consequences under the Scheme where a Covered Asset or Non-Cash Realisation that is not an AV Asset or AV Non-Cash Realisation is the subject of a refinancing or debt restructuring after the day on which the Trigger occurs in respect of such Covered Asset or the Covered Asset in respect of which such Non-Cash Realisation arises.
 
6.  
This letter sets out:
 
 
(A)  
the refinements and amendments to paragraph 6.9 of Schedule 10 that have been agreed by the Participant and the Treasury in relation to AV Assets and AV Non-Cash Realisations, which, notwithstanding the coming into effect of paragraphs 6.8 and 6.9 of Schedule 10 as referred to in paragraph 4 above, shall be deemed to have taken effect from 6 July 2011; and
 
 
(B)  
the agreement reached by the Participant and the Treasury in relation to other Covered Assets and Non-Cash Realisations,
 
as a result of the discussions referred to in paragraphs 4 and 5 above.
 
7.  
This letter is a Scheme Document.
 
In-scope Assets
 
8.  
Subject to paragraph 18 below, the provisions set out in paragraphs 9 and 10 below apply with respect to each Covered Asset or Non-Cash Realisation (or part thereof) other than:
 
 
(A)  
any Covered Asset that is designated in the Initial Data as belonging to the “Consumer Finance” or “Residential Mortgage” Covered Asset Class (or any part of such a Covered Asset) or any Non-Cash Realisation that arises in respect of such a Covered Asset (or any part of such a Non-Cash Realisation); and
 
 
(B)  
any Covered Asset   that is:
 
 
(i)  
designated in the Initial Data as belonging to the “Loan” or “Lease Finance” Covered Asset Class; and
 
 
(ii)  
within the Lombard portfolio of the Participant’s Group,
 
 
2

 
 
(or any part of such a Covered Asset) or any Non-Cash Realisation that arises in respect of such a Covered Asset (or any part of such a Non-Cash Realisation); and
 
 
(C)  
any Covered Asset that is designated in the Initial Data as belonging to the “Derivative” Covered Asset Class, is not an AV Asset and is the subject of a Restructuring Trigger (or any part of such a Covered Asset) or any Non-Cash Realisation that arises in respect of such a Covered Asset (or any part of such a Non-Cash Realisation),
 
each such Covered Asset or Non-Cash Realisation (or relevant part thereof) that does not fall within sub-paragraph (A), (B) or (C) above being an “ In-scope Asset ” or an “ In-scope Non-Cash Realisation ” respectively.
 
9.  
In relation to In-scope Assets and In-scope Non-Cash Realisations that are not AV Assets or AV Non-Cash Realisations, it is agreed that:
 
 
(A)  
if and to the extent:
 
 
(i)  
the assets and exposures comprising such an In-scope Asset or In-scope Non-Cash Realisation are the subject of a refinancing or debt restructuring by an Applicable Entity as the provider of the new financing to the relevant Obligor (such assets and exposures being the “old assets and exposures” and the assets and exposures arising pursuant to, or resulting from, such refinancing or debt restructuring being the “new assets and exposures”); and
 
 
(ii)  
such refinancing or debt restructuring occurs after the day on which the Trigger occurs in respect of the relevant In-scope Asset,
 
then:
 
 
(a)
if such refinancing or debt restructuring (including the decision to effect such refinancing or debt restructuring) occurs without any involvement of the Global Restructuring Group business unit of the Participant’s Group (“ GRG ”), then (1) to the extent repayment of the old assets and exposures does not give rise to a Cash Realisation in respect of the relevant In-scope Asset pursuant to the Conditions, there shall be deemed to be a Cash Realisation in respect of the relevant In-scope Asset in an amount equal to the initial carrying value of the new assets and exposures, the Cash Realisation Date for which shall be the date on which the refinancing or debt restructuring becomes effective and (2) the new assets and exposures shall (to the extent they would, but for this paragraph 9, have formed part of such In-scope Asset or been or formed part of any In-scope Non-Cash Realisation in respect of such In-scope Asset) not form part, and shall not at any time have formed part, of such In-scope Asset and shall not be or form part, and shall not at any time have been or formed part, of any In-scope Non-Cash Realisation in respect of such In-scope Asset, including for the purposes of calculating the Losses and Recoveries in respect of such In-scope Asset (but without prejudice to the effect of such refinancing or debt restructuring, including any payments made in connection therewith, on any other Recoveries in respect of such In-Scope Asset to the extent attributable to the old assets and exposures); and
 
 
3

 
 
 
(b)
if such refinancing or debt restructuring (including the decision to effect such refinancing or debt restructuring) occurs with any involvement of GRG, then (1) the new assets and exposures shall be deemed to be a Non-Cash Realisation in respect of the relevant In-scope Asset and (2) repayment of the old assets and exposures out of the new assets and exposures shall not be deemed to constitute a Cash Realisation in respect of such In-scope Asset (but without prejudice to the effect of such refinancing or debt restructuring, including any payments made in connection therewith, on any other Recoveries in respect of such In-Scope Asset to the extent attributable to the old assets and exposures);
 
 
(B)  
sub-paragraph (A) above shall apply in relation to old assets and exposures constituting In-scope Assets and In-scope Non-Cash Realisations, including AV Assets and AV Non-Cash Realisations, on a retrospective basis with effect from 1 January 2009 (and not just from 6 July 2011); and
 
 
(C)  
this paragraph 9 9 shall not apply to any refinancing or debt restructuring of an In-scope Asset or In-scope Non-Cash Realisation by an Applicable Entity if and to the extent:
 
 
(i)  
it is not approved, or agreed or consented to, by any Applicable Entity or any of its Representatives and could not be prevented by any Applicable Entity or the Applicable Entities; or
 
 
(ii) 
it is required by Applicable Law.
 
 
This paragraph 9 varies Conditions 4, 6 and 7.
 
10. 
For the purpose of applying paragraph 6.9 of Schedule 10 to AV Assets and AV Non-Cash Realisations and paragraph 9 above to other In-scope Assets and In-scope Non-Cash Realisations, it is agreed that:
 
 
(A)  
old assets and exposures constituting an In-scope Asset or In-scope Non-Cash Realisation shall be deemed to be the subject of a refinancing or debt restructuring if and only if an event occurs that is binding on the relevant Covered Entity or Covered Entities or the relevant Applicable Entity or Applicable Entities (as the case may be) and which has the economic effect of materially increasing the weighted average life of principal or premium repayments (taken as a whole) in respect of the old assets and exposures, including by:
 
 
(i)  
materially extending the final maturity date of the old assets and exposures; or
 
 
(ii)  
materially deferring any payment(s) of principal or premium in respect of the old assets and exposures, including a change from an amortising to a “bullet” repayment profile,
 
but excluding any material increase the weighted average life of principal or premium repayments in respect of such old assets and exposures due to an administrative adjustment, accounting adjustment or tax adjustment or other technical adjustment occurring in the ordinary course of business;
 
 
4

 
 
 
(B)  
a refinancing or debt restructuring (including the decision to effect such refinancing or debt restructuring) shall be deemed to occur without any involvement of GRG if and only if:
 
 
(i)  
for In-scope Assets and In-scope Non-Cash Realisations of the type ordinarily dealt with by GRG, the relevant In-scope Asset or In-scope Non-Cash Realisation immediately before the date on which the refinancing or debt restructuring becomes effective is not:
 
 
(a)  
managed by GRG, evidenced by the recording in the Participant’s credit systems that a GRG relationship manager is leading the case; or
 
 
(b)  
an incoming GRG shadow case, evidenced by the recording in the Participant’s credit systems that the In-scope Asset or In-scope Non-Cash Realisation is a “shadow case” or that a GRG relationship manager is the secondary relationship manager; or
 
 
(ii)  
for In-scope Assets and In-scope Non-Cash Realisations not of the type ordinarily dealt with by GRG:
 
 
(a)  
for cases where the relevant In-scope Asset or In-scope Non-Cash Realisation has, in accordance with the ordinary business practices of the Participant’s Group consistently applied, a credit score on the Participant’s Master Grading Scale (an “ MGS score ”), the MGS score for that In-scope Asset or In-Scope Non-Cash Realisation is 23 or less;
 
 
(b)  
for cases where the relevant In-scope Asset or In-scope Non-Cash Realisation does not, in accordance with the ordinary business practices of the Participant’s Group consistently applied, have an MGS score but has an external rating recorded in the Participant’s credit systems that is on a basis consistent with the requirements of BIPRU 9.8, the latest such external rating is better than the following corresponding values:
 
External rating
Moody
S&P
Fitch
C
CC+
CC+
; or
 
 
(c)  
for cases where the relevant In-scope Asset or In-scope Non-Cash Realisation does not, in accordance with the ordinary business practices of the Participant’s Group, have an MGS score or an external rating that is on a basis consistent with the requirements of BIPRU 9.8 recorded in the Participant’s credit systems, the MGS score that would correspond to the probability of default recorded for Basel III purposes in the Participant’s credit systems is 23 or less.
 
11.  
It is further agreed that:
 
 
5

 
 
 
(A)  
where the assets and exposures comprising an AV Asset or AV Non-Cash Realisation (or any part of an AV Asset or AV Non-Cash Realisation) are the subject of a refinancing or debt restructuring that occurs after the day on which the Trigger occurs in respect of the relevant AV Asset and the refinancing or debt restructuring (including the decision to effect such refinancing or debt restructuring) occurs with any involvement of the Global Restructuring Group business unit of the Participant’s Group, then the new assets and exposures arising pursuant to, or resulting from, such refinancing or debt restructuring shall be deemed to constitute an AV Non-Cash Realisation in respect of such AV Asset, including for the purposes of calculating the AV of, and Losses and Recoveries in respect of, such AV Asset (but without prejudice to the effect of such refinancing or debt restructuring, including any payments made in connection therewith, on the AV of such AV Asset to the extent attributable to the old assets and exposures); and
 
 
(B)  
references in paragraph 6.9 of Schedule 10 to the assets and exposures comprising an AV Asset or AV Non-Cash Realisation shall be construed as including references to any part of an AV Asset or AV Non-Cash Realisation.
 
12.  
The Participant:
 
 
(A)  
represents and warrants to the Treasury that:
 
 
(i)  
immediately prior to each and any In-Scope Asset undergoing any refinancing or debt restructuring (as interpreted in accordance with paragraph 10(A) above), which refinancing or debt restructuring (including the decision to effect such refinancing or debt restructuring) occurred without any involvement of GRG (as interpreted in accordance with paragraph 10(B ) above), such In-Scope Asset was not the subject of any impairments in the relevant accounting records of the relevant member of the Participant’s Group; and
 
 
(ii)  
Appendix 1 to this letter was prepared by the Participant in good faith, is true and accurate in all material respects and is an accurate summary of the Participant’s ordinary business process for sourcing and processing external ratings that are then recorded in the Participant’s credit systems and no information has been omitted from such Appendix 1 that results in it being misleading in any material respect; and
 
 
(B)  
undertakes to the Treasury as follows:
 
 
(i)  
prior to each and any In-Scope Asset undergoing any refinancing or debt restructuring (as interpreted in accordance with paragraph 10(A) above), which refinancing or debt restructuring (including the decision to effect such refinancing or debt restructuring) occurs without any involvement of GRG (as interpreted in accordance with paragraph 10(B) 10(B) above), such In-Scope Assets will not be the subject of any impairments in the relevant accounting records of the relevant member of the Participant’s Group; and
 
 
(ii)  
it will notify the Treasury in writing promptly of any material changes that it makes to the process represented in Appendix 1 to this letter.
 
 
6

 
 
13.  
By way of illustrative example, it is agreed that the granting of a grace period of a few days that defers the date for payment of principal or premium in respect of an In-scope Asset shall not be considered material for the purposes of paragraph 10(A)(ii) above.
 
14.  
Examples of the application of the provisions set out in paragraphs 9 and 10 above are set out in Appendix 2 to this letter by way of illustration.  In the event of any inconsistency or conflict between this letter (other than Appendix 2) or any other Scheme Document and Appendix 2, this letter (other than Appendix 2) or the relevant other Scheme Document shall prevail.
 
Covered Assets and Non-Cash Realisations that are not In-scope Assets
 
15.  
Subject to paragraph 19   below, to the extent that the assets and exposures comprising any Covered Asset that is designated in the Initial Data as belonging to the “Consumer Finance” or “Residential Mortgage” Covered Asset Class (or any part of such a Covered Asset) or any Non-Cash Realisation that arises in respect of such a Covered Asset (or any part of such a Non-Cash Realisation) are the subject of a refinancing or debt restructuring by a Covered Entity as the provider of the new refinancing after the day on which a Trigger occurs in respect of the relevant Covered Asset, then:
 
 
(A)  
(without prejudice to any other Recoveries in respect of such Covered Asset, Non-Cash Realisation or relevant part thereof, as the case may be, to the extent attributable to the assets and exposures comprising the Covered Asset, Non-Cash Realisation or part thereof that is the subject of the refinancing or debt restructuring) there shall be deemed to be a Cash Realisation in respect of such Covered Asset, Non-Cash Realisation or relevant part thereof, as the case may be, in an amount equal to the outstanding balance of such Covered Asset, Non-Cash Realisation or relevant part thereof, as the case may be, immediately before such refinancing or debt restructuring becomes effective, the Cash Realisation Date for which shall be such date; and
 
 
(B)  
the assets and exposures arising pursuant to, or resulting from, such refinancing or debt restructuring shall (to the extent they would, but for this paragraph 15 , have formed part of such Covered Asset or been or formed part of any Non-Cash Realisation in respect of such Covered Asset) not form part, and shall not at any time have formed part, of such Covered Asset and shall not be or form part, and shall not at any time have been or formed part, of any Non-Cash Realisation in respect of such Covered Asset, including for the purposes of calculating Losses and Recoveries in respect of such Covered Asset.
 
16.  
Subject to paragraph 19 below, to the extent that the assets and exposures comprising any Covered Asset that is within the Lombard portfolio of the Participant’s Group and designated in the Initial Data as belonging to the “Loan” or “Lease Finance” Covered Asset Class (or any part of such a Covered Asset) or any Non-Cash Realisation that arises in respect of such a Covered Asset (or any part of such a Non-Cash Realisation) are the subject of a refinancing or debt restructuring by a Covered Entity as the provider of the new refinancing after the day on which a Trigger occurs in respect of such Covered Asset, then:
 
 
(A)  
the assets and exposures arising pursuant to, or resulting from, such refinancing or debt restructuring shall be deemed to constitute a Non-Cash Realisation in respect of such Covered Asset; and
 
 
7

 
 
 
(B)  
repayment of the old assets and exposures that are the subject of the refinancing or restructuring out of the assets and exposures arising pursuant to, or resulting from, such refinancing or debt restructuring shall not be deemed to constitute a Cash Realisation in respect of the relevant Covered Asset (but without prejudice to the effect of such refinancing or debt restructuring, including any payments made in connection therewith, on the Recoveries in respect of such Covered Asset to the extent attributable to the assets and exposures comprising the Covered Asset or Non-Cash Realisation or relevant part thereof that are the subject of the refinancing or debt restructuring).
 
17.  
The Treasury hereby agrees that the Participant shall not be required to report any deemed Non-Cash Realisations paragraph 16(A) above to the Treasury pursuant to its obligations under the Data Field Rules for the Quarterly Statement Data Fields or the Conditions as regards the content of Quarterly Statements.
 
Account Based Overdrafts
 
18.  
Nothing in this letter shall supersede the provisions of clause 12.20 of the Accession Agreement and accordingly there shall be no double counting of Cash Realisations pursuant to such provisions and the provisions of this letter.
 
Derivative Agreements
 
19.  
For the purposes of applying Condition 6.16 to the Participant with respect to a Derivative Agreement, it is agreed that the reference to a Restructuring which has not resulted in the termination of all outstanding transactions governed by or comprising that Derivative Agreement shall be deemed to include the circumstance where all outstanding transactions governed by or comprising that Derivative Agreement have been terminated and replaced by new transactions governed by or comprising that Derivative Agreement.
 
Reporting holiday
 
20.  
The Participant shall not be required to reflect the provisions of paragraphs 9 and paragraph 6.9 of Schedule 10 (as interpreted in accordance with paragraph 10 above) in any Quarterly Statement Data or Quarterly Statement, in each case when reporting in respect of any Quarterly Statement Period ending on or before the Reporting Holiday End Date.
 
21.  
In the first Quarterly Statement Data and Quarterly Statement in respect of a Quarterly Statement Period ending after the Reporting Holiday End Date, such adjustments shall be made pursuant to and in accordance with Condition 8.7 as are required to report in accordance with paragraphs 9 and paragraph 6.9 of Schedule 10 (as interpreted in accordance with paragraph 10 above).  For this purpose, the reporting time limits prescribed by Condition 8.11 shall be adjusted on a basis consistent with paragraph 7.2 of Schedule 10 as if such paragraph 7.2 applied to an adjustment to an amount made pursuant to and in accordance with paragraphs 9 and paragraph 6.9 of Schedule 10 (as interpreted in accordance with paragraph 10 above)  and the relevant sub-paragraph were sub-paragraph 7.2(A), and otherwise mutatis mutandis .
 
 
8

 
 
Please confirm your agreement to the foregoing by signing and returning the enclosed copy of this letter.
 
Yours f aith fully,
 
 
/s/ Bill Dickinson
 
For and on behalf of the Commissioners of HM Treasury
(acting through the Asset Protection Agency)
   
Confirmed and agreed for and on behalf of The Royal Bank of Scotland plc
 
Signature:
       
           
Name: /s/ Richard Wild   Date: 15 February 2012  
           
           
           
           
Name: /s/ Richard Wild   Date: 15 February 2012  
           
 
 
 
9

 

Appendix 1
External Ratings
 
The following is a summary of RBS’ process for sourcing and processing external ratings:
 
 
·  
Latest Moody’s, Fitch and S&P issuer and issue ratings are captured and processed on a daily basis by the GBM Market and Ratings Service (MARS) system.
 
 
·  
For each of the external vendors various ratings data is obtained.  Examples include, but are not limited to:
 
 
-  
Long-term (and whether foreign or domestic);
 
 
-  
Short-term (and whether foreign or domestic, taxable or municipal etc.);
 
 
-  
Bank Financial Strength;
 
 
-  
Prospective;
 
 
-  
National Scale Ratings;
 
 
-  
Outlook (various kinds).
 
 
·  
External ratings are “tagged” with descriptors to inform end users of their exact nature and enable selection of the specific kinds of ratings they required.
 
 
·  
In addition, where an external vendor does not provide an issuer rating, but does provide issue ratings, an issuer rating is derived from the underlying issue ratings.  This is done using a GBM Credit Policy approved algorithm, and the results are clearly identifiable as internally derived values.
 
 
·  
Where ratings have changes, action codes are attached to indicate whether the rating is brand new, changed in value, expired by the vendor or, specifically in the case of Moody’s, previously sent in error and therefore should be deleted.
 
 
·  
External issue and issuer ratings are published daily within the bank for use by various client business areas and picked up by RBS’ Credit Risk systems.
 
 
10

 
 
Appendix 2
 
Examples
 
Definitions
 
Old Assets :  Covered Assets, Non-Cash Realisations or parts thereof that are subject to the post-Trigger refinancing.
 
New Assets :  Covered Assets, Non-Cash Realisations or parts thereof arising pursuant to, or resulting from, post-Trigger refinancing of an Old Asset.
 
a) 
Basic case – refinancing an entire Covered Asset
 
 
·  
A Covered Asset (ACAID_1) with an initial Covered Amount £100m and Outstanding Amount £60m comprises one loan facility.
 
 
·  
The entire Covered Asset is transferred to GRG from the relevant division and shortly thereafter restructured, as part of which GRG takes a £5m equity stake and the loan element is reduced to £35m.
 
 
·  
On or around the same time the debt asset is impaired and later partially written off, leaving a total carrying value of £35m for the restructured loan in addition to the £5m for the equity stake.
 
 
·  
The debt asset returns to health and is handed back to the division where it is later refinanced.
 
 
·  
After the refinancing carried out in the division:
 
 
-  
GRG sells the equity stake for £15m at a profit.
 
 
-  
A further £10m is drawn down on the refinanced debt facility (i.e. the Old Asset) and, following subsequent deterioration of the asset, an impairment is taken for this amount.
 
 
-  
The initially expected cash realisations of £35m are received.
 
The calculation of ‘net loss’ under Simplification (i.e. on the assumption that the Covered Asset is an AV Asset) and non-Simplification scenarios is shown overleaf.
 
Note that for the purposes of illustrating the post Trigger refinancing mechanism clearly, Covered Amounts and Outstanding Amounts in these examples are assumed to be static over time other than for the events described above (i.e. factors such as amortisation and other causes of movements are ignored).

 
11

 
 
i)  Simplification:
 
 
1.  
AV at the time of the initial restructuring is the write off of £20m which takes into account the par valuation of the restructured loan of £35m and the equity stake valuation of £5m .
 
2.  
The subsequent refinancing of ACAID_1, the restructured loan of par value £35m, gives rise to a New Asset which is treated as neither part of the Covered Asset nor a Non-Cash Realisation and is therefore completely ignored for all APS purposes (by virtue of paragraph 6.9 of Schedule 10).  Therefore the additional £10m impairment on the New Asset is ignored and has no AV impact.. The equity stake continues to be treated as a Non-Cash Realisation [In this case there is no adjustment to the AV immediately prior to the refinancing as the carrying values of the Old Asset and New Asset are the same.].
 
3.  
The original value of the equity stake is £5m and it continues to be recognised as a Non-Cash Realisation past the point of refinancing. It is ultimately sold for £15m and the Recovery recognised is equal to the profit made of £10m .
 
 
Final ACAID_1 Net Loss
= Initial AV – Recoveries
 
 
 
= £20m – 10m
 
 
 
= £10m .
 
 
12

 

ii)  Non-Simplification:

 
1.  
Triggered Loss = £60m.
 
2.  
Refinancing the Old Asset outside GRG generates a deemed Recovery of £35m, equal to the carrying value of the New Asset, and this gives rise to a New Asset which is no longer covered under the Scheme (by virtue of paragraph 9(A)(a) of this letter).
 
3.  
The original value of the equity stake is £5m and it continues to be recognised as a Non-Cash Realisation past the point of refinancing. It is ultimately sold for £15m.
 
 
Final ACAID_1 Net Loss
= Triggered Loss – Recoveries
 
 
 
= £60m – (35m + 15m)
 
 
 
= £10m .
 
4.  
The refinancing of ACAID_1 gives rise to a New Asset, which does not form a part of the Old Asset and is completely ignored for all APS purposes.  Therefore the additional £10m drawn down and £35m cash realisations do not give rise to any CL Payments or Recoveries.
 

 
 
13

 
 
Results table
 
The table below shows the impact of the above events on the Scheme Ledger and PAD reporting.
 
Note that all values are balances in £m.
 
Old Asset
APS reportable amounts
(a)
Restructuring / AV Trigger
(b)
Refinancing outside GRG
(c)
Equity disposal
(d)
Additional drawdown / write off
(e)
Cash realisations
 
Simplification
AV
20
20
20
20
20
Recoveries
0
0
10
10
10
Net Loss
20
20
10
10
10
 
Non-Simplification
Triggered Loss
60
60
60
60
60
Recoveries
0
35
50
50
50
CL Payments
0
0
0
0
0
Net Loss
60
25
10
10
10
           
 
 
14

 
 
b) 
Complex case – refinancing part of a Covered Asset
 
 
·  
A Covered Asset (ACAID_2) with an initial Covered Amount £150m and Outstanding Amount £100m comprises three loan facilities.
 
 
·  
The entire Covered Asset is transferred to GRG and shortly thereafter restructured, as part of which GRG takes a £5m equity stake.
 
 
·  
As part of the restructuring, the loan facilities are partially written off, leaving a loan outstanding of £70m.
 
 
·  
The loan facilities return to health and are handed back to the Division where one facility (Facility 3 – the Old Asset) is later refinanced.  At that time this facility has a carrying value of £25m.
 
 
·  
After the refinancing:
 
 
-  
GRG sells the equity stake for £10m.
 
 
-  
A further £5m is drawn down on loan facility 2, and there is a subsequent write-off of £5m.
 
 
-  
A further £10m is drawn down on the refinanced loan, loan facility 3, and there is a subsequent write-off of £10m.
 
 
15

 

i)  Simplification:
 
 
1.  
AV following the partial write-off is £25m, which takes account of the equity stake of £5m .
 
2.  
Recoveries equal the profit on disposal of the equity stake = £5m .
 
3.  
The further write off on loan facility 2 of £5m , gives rise to a corresponding adjustment to the AV.
 
4.
Final ACAID_2 Net Loss   
= Initial AV – Recoveries + Δ AV
 
 
= £25m – 5m + 5m
 
 
= £25m .
 
5.  
The refinancing of the Old Asset gives rise to a New Asset, which does not form a part of the original Covered Asset (or a Non-Cash Realisation) and is therefore completely ignored for all APS purposes (by virtue of paragraph 6.9 of Schedule 10).  Therefore the additional £10m write off on the New Asset has no AV impact.

 
16

 
 
ii)  Non-Simplification:
 
 
1.  
Triggered Loss = £100m .
 
2.  
Refinancing outside GRG generates a deemed Recovery of £25m for the Old Asset (loan facility 3), equal to its carrying value.
 
3.  
Equity sales proceeds = £10m .
 
4.  
The further draw down on loan facility 2 gives rise to a Covered Liability payment of £5m .
 
5.  
Recovery expectations are met and a further £45m cash is realised (total expected Recovery of £70m less Recovery of £25m already taken in lieu of refinancing).
 
6.
Final ACAID_2 Net Loss                        
= Triggered Loss – Recoveries + CL Payment
 
 
= £100m – (25m + 10m + 45m) + 5m
 
 
= £25m .
 
7.  
The refinancing of Loan facility 3 gives rise to a New Asset, which does not form a part of the original Covered Asset (or a Non-Cash Realisation) and is therefore completely ignored for all APS purposes.  Therefore the additional £10m drawdown does not give rise to any CL Payment Amount.
 
 
17

 

Results table
 
The table below shows the impact of the above events on the Scheme Ledger and PAD reporting.

 
Note that all values are balances in £m.

Old Asset
APS reportable amounts
(a)
Restructuring / AV Trigger
(b)
Refinancing outside GRG
(c)
Equity disposal
(d)
Additional drawdown / write off
(e)
Cash realisations
 
Simplification
AV
25
25
25
30
30
Recoveries
0
0
5
5
5
Net Loss
25
25
20
25
25
 
Non-Simplification
Triggered Loss
100
100
100
100
100
Recoveries
0
25
35
35
80
CL Payments
0
0
0
5
5
Net Loss
100
75
65
70
25
           
 
 
18

 
 
c)  Impact of a refinancing or debt restructuring without the involvement of GRG – attribution of subsequent payments


 
1.  
Loan A, a Covered Asset that is not an AV Asset, undergoes a restructuring/refinancing that falls within paragraph 9(A)(a) of this letter pursuant to which part of Loan A is repaid (and not replaced), whilst the remainder is refinanced by Loan B.
 
2.  
The part of Loan A that is repaid and not replaced will give rise to a Cash Realisation under the Conditions; the effect of paragraph 9(A)(a), however, is that the part of Loan A refinanced by Loan B will (to the extent it does not give rise to a Cash Realisation under the Conditions) additionally give rise to a deemed Cash Realisation in the amount of the initial carrying value of Loan B, while Loan B will be deemed not to be part of any Covered Asset (or Non-Cash Realisation).
 
3.  
This treatment of Loan B is stated to be "without prejudice to the effect of such refinancing or debt restructuring, including any payments made in connection therewith, on the Recoveries in respect of such In-Scope Asset to the extent attributable to the old assets and exposures and not attributable to the new assets and exposures".  The effect of this language is to ensure that the deeming will not impact any Recoveries directly arising from Loan A; if, however, interest (for example) were to be received under the terms of Loan B, this would not be reportable for Scheme purposes, notwithstanding that such interest could potentially be seen to be (indirectly) attributable to Loan A.
 

 19


 
Exhibit 4.38
 
 
 
 
 
Eastcheap Court, 11 Philpot Lane, London, EC3M 8UD
16 March   2012
 
       
The Royal Bank of Scotland plc
     
135 Bishopsgate
     
London
     
EC2M 3UR
     
       
Attention: APS Management
     
       
The Royal Bank of Scotland Group plc
     
135 Bishopsgate
     
London
     
EC2M 3UR
     
       
Attention: APS Management
     

 
Dear Sirs
 
Further reporting issues relating to Post-Accession Data, Quarterly Statements and Quarterly Statement Data
 
1.
Introduction
 
1.1
We refer to the Accession Agreement dated 26 November 2009 between the Commissioners of Her Majesty’s Treasury, The Royal Bank of Scotland plc as the Participant and The Royal Bank of Scotland Group plc as the Initial Parent, such agreement as amended and supplemented from time to time (the “ Accession Agreement ”).
 
1.2
In this letter:
 
 
(A)
Abridged Covered Asset ” has the meaning given to it in Schedule 1;
 
 
(B)
Abridged PAD Data Field Rules ” has the meaning given to it in Schedule 1;
 
 
(C)
Abridged QS Compliance Certificate ” has the meaning given to it in Schedule 1;
 
 
(D)
Abridged QS Data Field Rules ” has the meaning given to it in Schedule 1;
 
 
(E)
Apportioned AV Collective Portfolio Impairment ” has the meaning given to it in Schedule 1;
 
 
(F)
Conditions Precedent ” has the meaning given to it in paragraph 6.1;
 
 
 

 
 
 
(G)
Effective Date ” means the date the Treasury notifies the Participant in writing of it being satisfied that the Conditions Precedent have been fulfilled (or waived) in accordance with paragraph 6.2;
 
 
(H)
PAD Data Field Reconciliation and Add-Back Rules ” has the meaning given to it in Schedule 1;
 
 
(I)
PAD Data Field Rules ” has the meaning given to it in Schedule 1;
 
 
(J)
Participant Entities ” means the Participant and the Initial Parent;
 
 
(K)
Post-Trigger Refinancing Side Letter ” has the meaning given to it in Schedule 1;
 
 
(L)
Proxy Assets ” means the notional assets referred to in paragraph 3.1;
 
 
(M)
Proxy Loss ” has the meaning given to it in Schedule 1;
 
 
(N)
Proxy Trigger ” has the meaning given to it in Schedule 1; and
 
 
(O)
QS Data Field Rules ” has the meaning given to it in Schedule 1.
 
1.3
Any words or expressions used but not otherwise defined in this letter shall have the respective meanings given to them in or pursuant to the Accession Agreement.
 
1.4
Unless stated otherwise, references in this letter to paragraphs, sub-paragraphs and Schedules are references to paragraphs and sub-paragraphs of, and Schedules to, this letter.
 
1.5
The Schedules form part of this letter.
 
1.6
It is noted and acknowledged that pursuant to Condition 17.13, this letter documents the agreement reached between the Treasury and the Participant as to certain matters relating to the Post-Accession Data, Quarterly Statements and the Quarterly Statement Data to be prepared and produced, and to be delivered by the Participant to the Treasury, pursuant to the Scheme Documents for Quarterly Statement Periods ending on or after 31 March 2012.
 
2.
Modifications to the Accession Agreement
 
2.1
The Accession Agreement shall be modified by:
 
 
(A)
the deletion of the following definitions in clause 1.1(A) of the Accession Agreement: “AV”, “AV Impaired Asset”, “AV Impairment”, “AV(MtM)”, “AV QS Data Field Rules”, “AV Write-Off”, “Base Value”, “Clean Balance Sheet Value”, “Covered Amount Proxy”, “Credit Value Adjustment” and “Defaulted Asset”;
 
 
(B)
the insertion into clause 1.1(A) of the Accession Agreement in alphabetical order of new definitions as set out in Schedule 1;
 
 
(C)
the deletion of the word “and” at the end of the definition in clause 1.1(A) of the Accession Agreement of the definition of “Treasury Observer” and the insertion of
 
 
2

 
 
the word “and” immediately after the existing definition in clause 1.1(A) of the Accession Agreement of “Weekly Delivery Date”;
 
 
(D)
the deletion in clause 1.6 of the Accession Agreement of the words “Schedules 1 to 9 (inclusive)” and “Appendices A to C (inclusive)” and the insertion in their place of the words, “Schedules 1 to 10 (inclusive)” and “Appendices A to D (inclusive)” respectively;
 
 
(E)
the replacement throughout the Accession Agreement of:
 
 
(i)
all references to “the Participant’s Lombard Division”, “the portfolio described by the Participant as the “Lombard Division”” and “the portfolio described by the Participant as the “Lombard Portfolio”” with references to “the Lombard portfolio of the Participant’s Group”; and
 
 
(ii)
all references to “the Global Banking Markets Division” with references to “the Markets and International Banking division (formerly the Global Banking & Markets division)”;
 
 
(F)
the extension of the numbering (using roman numerals in the form used in the Accession Agreement as originally executed) to all definitions in clause 1.1(A) of the Accession Agreement, including the new definitions inserted pursuant to paragraph (B) but excluding the definitions deleted pursuant to paragraph (A);
 
 
(G)
the amendment of clause 5 of the Accession Agreement by:
 
 
(i)
the insertion of the words “Part 1 of” immediately before the words “Schedule 2” in clause 5.4 of the Accession Agreement;
 
 
(ii)
the deletion of existing clause 5.6 of the Accession Agreement and the insertion in its place of a new clause 5.6 of the Accession Agreement as set out in Part A of Schedule 2;
 
 
(iii)
the deletion of existing clauses 5.24 and 5.25 of the Accession Agreement and the insertion in their place of new clauses 5.24 and 5.25 of the Accession Agreement as set out in Part B of Schedule 2;
 
 
(iv)
the deletion of the words “Covered Assets which are not AV Assets” in clause 5.31 of the Accession Agreement and the insertion in their place of the words “Covered Assets which are within the UK Retail division or the structured credit portfolio of the Markets and International Banking division (formerly the Global Banking & Markets division) of the Participant’s Group”; and
 
 
(v)
the deletion of existing clauses 5.32 and 5.33 of the Accession Agreement and the insertion in their place of new clauses 5.32 to 5.40 of the Accession Agreement and related sub-headings as set out in Part C of Schedule 2;
 
 
3

 
 
 
(H)
the amendment of clause 8.5(F) of the Accession Agreement by the deletion of the words “the Data Field Rules for the Post-Accession Data Fields” and the insertion in their place of the words “the PAD Data Field Rules and the Abridged PAD Data Field Rules” (provided that for the avoidance of doubt nothing in this amendment shall affect the agreement between the Treasury and the Participant in relation to such clause contained in paragraph 4 of the letter dated 19 January 2012 from the Agency to the Participant and the Initial Parent);
 
 
(I)
the amendment of clause 10 of the Accession Agreement by:
 
 
(i)
the deletion of the words “Subject to Clause 10.8,” at the beginning of clause 10.6 of the Accession Agreement and the insertion in their place of the words “Subject to clauses 10.7(C) and 10.8,”;
 
 
(ii)
the deletion of the word “and” at the end of clause 10.7(A) of the Accession Agreement;
 
 
(iii)
the insertion of the words “in writing” immediately after the word “otherwise” in clause 10.7(B) of the Accession Agreement;
 
 
(iv)
the deletion of the full-stop at the end of clause 10.7(B) of the Accession Agreement and the insertion in its place of “; and”;
 
 
(v)
the insertion of a new clause 10.7(C) of the Accession Agreement immediately after existing clause 10.7(B) of the Accession Agreement as set out in Part D of Schedule 2; and
 
 
(vi)
the deletion in clause 10.11(A) of the Accession Agreement of the words “the Data Field Rules for Post-Accession Data” and the insertion in their place of the words “the PAD Data Field Rules and the Abridged PAD Data Field Rules”;
 
 
(J)
the amendment of clause 12 of the Accession Agreement by:
 
 
(i)
the deletion of the words “For the purposes of Conditions 6.22 and 6.24 to 6.26 and rule 20 of the Data Field Rules for the Post-Accession Data Fields” at the beginning of clause 12.9 of the Accession Agreement and the insertion in their place of the words “For the purposes of Conditions 6.22 and 6.24 to 6.26, rule 20 of the PAD Data Field Rules and rule 20 of the Abridged PAD Data Field Rules”;
 
 
(ii)
the deletion of the words “rule 20 of the Data Field Rules for the Post-Accession Data Fields” at the end of clause 12.9 of the Accession Agreement and the insertion in their place of the words “rule 20 of the PAD Data Field Rules and rule 20 of the Abridged PAD Data Field Rules”; and
 
 
(iii)
the deletion of references in clauses 12.9 and 12.10 of the Accession Agreement to “rule 20 of the Data Field Rules for the Post-Accession Data Fields” and “rule 20 of the Data Field Rules of the Post-Accession Data Fields”
 
 
4

 
 
and the insertion in their place of references to “rule 20 of the PAD Data Field Rules”;
 
 
(K)
the deletion of existing clause 18 of the Accession Agreement and the insertion in its place of a new clause 18 as set out in Part E of Schedule 2;
 
 
(L)
the deletion of existing clause 18A of the Accession Agreement and the insertion in its place of a new clause 18A of the Accession Agreement as set out in Part F of Schedule 2;
 
 
(M)
the amendment of Schedule 2 to the Accession Agreement by:
 
 
(i)
the insertion of the words “Part 1” immediately after the heading “Schedule 2” to Schedule 2 to the Accession Agreement;
 
 
(ii)
the addition of “Division” as a new Post-Accession Data Field at the end of Part 1 of Schedule 2 to the Accession Agreement; and
 
 
(iii)
the insertion of a new Part 2 of Schedule 2 to the Accession Agreement as set out in Part G of Schedule 2;
 
 
(N)
the deletion of existing schedule 4 to the Accession Agreement and the insertion in its place of a new schedule 4 to the Accession Agreement as set out in Part H of Schedule 2;
 
 
(O)
the amendment of schedule 10 to the Accession Agreement by:
 
 
(i)
the insertion of the words “Subject to Clause 5.38(E),” at the beginning of each of paragraphs 7.2, 7.3, 8.1, 8.3, 9.5, 9.6 and 10.3 of schedule 10 to the Accession Agreement;
 
 
(ii)
the substitution of a corresponding lower case letter in place of the existing initial capital letter at the beginning of each of existing paragraphs 7.2, 7.3, 8.1, 8.3, 9.5, 9.6 and 10.3 of schedule 10 to the Accession Agreement (prior to the amendments effected by sub-paragraph (i) above);
 
 
(P)
the amendment of Part 2 of Appendix B to the Accession Agreement by:
 
 
(i)
the deletion of the existing heading to Part 2 of Appendix B to the Accession Agreement and the insertion in its place of a new heading “Part 2 – PAD Data Field Rules”;
 
 
(ii)
the deletion in Part I of Part 2 of Appendix B to the Accession Agreement of existing rule 1.1 and the insertion in its place of a new rule 1.1 as set out in Part I of Schedule 2;
 
 
(iii)
the deletion in Part II of Part 2 of Appendix B to the Accession Agreement of existing Rule 20 and the insertion in its place of a new rule 20 as set out in Part J of Schedule 2; and
 
 
5

 
 
 
(iv)
the addition of a new rule 75 immediately after existing rule 74 as set out in Part K of Schedule 2;
 
 
(Q)
the amendment of Part 3 of Appendix B to the Accession Agreement by:
 
 
(i)
the deletion of the existing heading to Part 3 of Appendix B to the Accession Agreement and the insertion in its place of a new heading “Part 3 – QS Data Field Rules”; and
 
 
(ii)
the deletion in Part 1 of Part 3 of Appendix B to the Accession Agreement of existing rule 1.1 and the insertion in its place of a new rule 1.1 as set out in Part L of Schedule 2;
 
 
(R)
the insertion of new Parts 5, 6 and 7 of Appendix B to the Accession Agreement immediately after existing Part 3 of Appendix B to the Accession Agreement as set out in Schedules 3, 4 and 5 respectively;
 
 
(S)
the addition of new Appendices C and D to the Accession Agreement immediately after existing Appendix B to the Accession Agreement as set out in Schedules 6 and 7 respectively.
 
2.2
Subject to paragraph 6, paragraph 2.1 shall come into effect on 31 March 2012.
 
2.3
Notwithstanding paragraph 2.2:
 
 
(A)
the Participant shall report Post-Accession Data as at 31 December 2011; and
 
 
(B)
the Treasury confirms its agreement to the Participant having reported Post-Accession Data as at all Completion Dates (as defined in the PAD Data Field Rules) prior to 31 December 2011,
 
as if the amendment to rule 20 of such Data Field Rules effected by this letter had been in force at all times from the Accession Date.
 
3.
Implementation of new reporting requirements
 
3.1
The Participant confirms to the Treasury that it has created in its records three notional assets for the purpose of enabling the Participant to report Apportioned AV Collective Portfolio Impairments on Abridged Covered Assets within each of the UK Corporate Banking (Business Banking), Lombard and Ulster Retail portfolios of the Participant’s Group (including Non-Cash Realisations in respect of such Abridged Covered Assets) as contemplated by the Scheme Documents as to be amended pursuant to the provisions of this letter.
 
3.2
The Participant shall use its best endeavours additionally to report Post-Accession Data and Quarterly Statement Data as at 31 December 2011 to the Treasury as if the amendments to the Scheme Documents made pursuant to the provisions of this letter had been in force with respect to such data as at 31 December 2011 (for which purposes references in such amendments to 31 March 2012 shall be construed as if they were references to 31 December 2011) and in connection therewith the Participant:
 
 
6

 
 
(A)
has delivered to the Agency the following Quarterly Statement Data in Excel files:
 
 
(i)
Proxy Triggers and Proxy Losses for Covered Assets in:
 
 
(a)
the Markets and International Banking division (formerly the Global Banking & Markets division) of the Participant’s Group, excluding Covered Assets in the structured credit portfolio within that division; and
 
 
(b)
the UK Corporate Banking (Corporate and Commercial) and Ulster Corporate portfolios of the Participant’s Group; and
 
 
(ii)
Proxy Triggers and Proxy Losses for the Proxy Assets representing Covered Assets in the Ulster Retail, Lombard and UK Corporate Banking (Business Banking) portfolios of the Participant’s Group;
 
(B)
has resubmitted to the Agency in Pipe delimited text files the following Post-Accession Data (excluding Post-Accession Data for the UK Retail division of the Participant’s Group) originally delivered to the Agency on 30 January 2012 showing the following changes:
 

 
(i)
the addition of the three Proxy Assets to be created in respect of Covered Assets within the UK Corporate Banking (Business Banking), Lombard and Ulster Retail portfolios of the Participant’s Group as referred to in paragraph 3.1;
 
 
(ii)
the changes to the Trigger flags to be effected by the amendments to the Scheme Documents made pursuant to the provisions of this letter; and
 
 
(iii)
in reconciliation and add-back files prepared in accordance with the PAD Data Field Reconciliation and Add-Back Rules, the addition of the three Proxy Assets to the Post-Accession Data; and
 
(C)
has delivered to the Agency Pipe delimited text files (which the Treasury acknowledges are dated 31 March 2012) reporting the Quarterly Statement and Post-Accession Data as at 31 December 2011 in accordance with the Abridged QS Data Field Rules and Abridged PAD Data Field Rules respectively as if the amendments to the Scheme Documents made pursuant to the provisions of this letter had been in force on 31 December 2011.
 
3.3
The agreed form of Abridged QS Compliance Certificate for the purposes of the Accession Agreement as amended pursuant to the provisions of this letter is set out in Schedule 8.
 
4.
Representations and warranties
 
4.1
Each of the Participant Entities represents and warrants to the Treasury on the Effective Date and on the date of this letter as follows:
 
 
7

 
 
 
(A)
it is a company with limited liability, duly incorporated and validly existing under the law of its jurisdiction of incorporation;
 
 
(B)
it has the power to own its assets and carry on its business as it is being conducted;
 
 
(C)
the obligations expressed to be assumed by it in this letter are legal, valid, binding and enforceable obligations, subject to any general principles of law limiting such obligations;
 
 
(D)
it has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this letter and the transactions contemplated by this letter;
 
 
(E)
the entry into and performance by it of this letter and the transactions contemplated by this letter do not conflict with (i) any Applicable Law or (ii) the constitutional documents of any member of the Participant’s Group; and
 
(F)
(i)    all Authorisations that are (singly or in the aggregate) material in the context of this letter and are required (a) to enable it lawfully to enter into, and exercise its rights and comply with its obligations pursuant to, this letter and (b) to make this letter admissible in evidence in its jurisdiction of incorporation; and
 
(ii)
all material Authorisations required to enable it lawfully to carry on its business,
 
have been obtained or effected and are in full force and effect and, so far as it (acting reasonably and having made all due and reasonable enquiries) is aware, there are no circumstances which might reasonably be expected to lead to any of such Authorisations being revoked, suspended, varied or refused renewal to an extent which would be, or would be reasonably likely to be, (singly or in the aggregate) material in the context of this letter.
 
4.2
The Participant represents and warrants to the Treasury on the Effective Date as follows:
 
 
(A)
no member of the Participant’s Group has, during the period from and including 1 January 2009 (or, in the case of individual asset level impairments, during the period from and including 31 December 2010), treated (for the purposes of the Relevant Records, in recording risk classifications, in recording and calculating individual asset level write-offs, individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and in performing currency conversions):
 
 
(i)
assets and exposures which form part of Abridged Covered Assets (or Non-Cash Realisations in respect of Abridged Covered Assets) differently from assets and exposures that are not Abridged Covered Assets by reason of the former’s status as forming part of Abridged Covered Assets (or Non-Cash
 
 
8

 
 
Realisations in respect of Abridged Covered Assets), which status shall not be a relevant consideration in determining such treatment; or
 
 
(ii)
assets and exposures which form part of Covered Assets (or Non-Cash Realisations in respect of Covered Assets) differently from assets and exposures which do not form part of Covered Assets (or Non-Cash Realisations in respect of Covered Assets) by reason of the former’s status as forming part of Covered Assets (or Non-Cash Realisations, as the case may be), which status shall not be a relevant consideration in determining such treatment;
 
 
(B)
each member of the Participant’s Group has, during the period from and including 1 January 2009 (or, in the case of individual asset level impairments, during the period from and including 31 December 2010), in respect of Abridged Covered Assets (or Non-Cash Realisations in respect of Abridged Covered Assets) and for the purposes of the Relevant Records:
 
 
(i)
recorded risk classifications in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied);
 
 
(ii)
recorded and calculated individual asset level write-offs:
 
 
(a)
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied); and
 
 
(iii)
recorded and calculated individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and performed currency conversions in each case:
 
 
(a)
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
 
(iv)
the Participant’s Group’s accounting policies applicable to its ordinary business practices, in each case from time to time, for recording and calculating (for the purposes of the Relevant Records) individual asset level write-offs, individual asset level impairments and collective or portfolio level impairments in respect of assets and exposures which are loans and are classified for accounting purposes as “loans and receivables” have at all times during the period from and including 1 January 2009 (or, in the case of individual asset level impairments, during the period from and including 31 December 2010) required, in respect of Abridged Covered Assets (or Non-
 
 
9

 
 
Cash Realisations in respect of Abridged Covered Assets), the amount of the applicable write-off or impairment to be calculated (whether by systems-based or manual processes) using a discount rate based on the applicable asset or exposure’s original effective interest rate or, in the case of assets and exposures the subject of a collective or portfolio level impairment, the Participant’s estimate of the original effective interest rates applicable to all such assets and exposures.
 
4.3
The representations and warranties set out in paragraph 4.1 shall be deemed to be Representations (as defined in the Conditions) for the purpose only of construing the reference to Representations in Condition 33.1(C).
 
4.4
The representations and warranties set out in paragraph 4.2 shall be deemed to form part of the Asset Management Conditions (as defined in the Conditions) for the purposes only of construing the references to the Asset Management Conditions in Conditions 15.2(P), 19.1(F), 20.5 and 32.3(C).
 
5.
Undertakings and acknowledgements
 
5.1
The Participant undertakes to the Treasury that during the period from the date of this letter to 31 March 2012 (inclusive):
 
 
(A)
it shall not, and shall procure that each other member of the Participant’s Group will not, treat (for the purposes of the Relevant Records, in recording risk classifications, in recording and calculating individual asset level write-offs, individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and in performing currency conversions):
 
 
(i)
assets and exposures which form part of Abridged Covered Assets that are not AV Assets (and Non-Cash Realisations in respect of such Abridged Covered Assets) differently from assets and exposures that will not become so subject by reason of the former’s status as forming part of Abridged Covered Assets (or Non-Cash Realisations in respect of such Abridged Covered Assets), which status shall not be a relevant consideration in determining such treatment; or
 
 
(ii)
assets and exposures which form part of Covered Assets (or Non-Cash Realisations in respect of Covered Assets) differently from assets and exposures which do not form part of Covered Assets (or Non-Cash Realisations in respect of Covered Assets) by reason of the former’s status as forming part of Covered Assets (or Non-Cash Realisations, as the case may be), which status shall not be a relevant consideration in determining such treatment;
 
 
(B)
it shall, and shall procure that each other member of the Participant’s Group will, in respect of Abridged Covered Assets that are not AV Assets (and Non-Cash Realisations in respect of such Abridged Covered Assets) and for the purposes of the Relevant Records:
 
 
10

 
 
 
(i)
record risk classifications in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied);
 
 
(ii)
record and calculate individual asset level write-offs:
 
 
(a)
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied); and
 
 
(iii)
record and calculate individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and performed currency conversions in each case:
 
 
(a)
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
 
(C)
it shall ensure that the Participant’s Group’s accounting policies applicable to its ordinary business practices, in each case from time to time, for recording and calculating (for the purposes of the Relevant Records) individual asset level write-offs, individual asset level impairments and collective or portfolio level impairments in respect of assets and exposures which are loans and are classified for accounting purposes as “loans and receivables” at all times require, in respect of Abridged Covered Assets that are not AV Assets (or Non-Cash Realisations in respect of such Abridged Covered Assets), the amount of the applicable write-off or impairment to be calculated (whether by systems-based or manual processes) using a discount rate based on the applicable asset or exposure’s original effective interest rate or, in the case of assets and exposures the subject of a collective or portfolio level impairment, the Participant’s estimate of the original effective interest rates applicable to all such assets and exposures .
 
5.2
The undertakings set out in paragraph 5.1 shall be deemed to form part of the Asset Management Conditions (as defined in the Conditions) for the purposes only of construing the references to the Asset Management Conditions in Conditions 15.2(P), 19.1(F), 20.5 and 32.3(C).
 
5.3
Nothing in this paragraph 5 shall affect the Participant’s obligations under paragraph 6.5 of schedule 10 to the Accession Agreement.
 
 
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6.
Conditions Precedent
 
6.1
It shall be a condition precedent to the effectiveness of paragraphs 2, 3.3, 4.2 and 5 that the conditions set out in paragraph 6.4 (the “ Conditions Precedent ”) shall have been fulfilled to the satisfaction of the Treasury (or waived in its sole discretion).
 
6.2
The Treasury shall, as soon as reasonably practicable, notify the Participant upon it being satisfied that the Conditions Precedent have been fulfilled (or waived).  Such notification shall be conclusive evidence of fulfilment (or waiver) of the Conditions Precedent but shall not otherwise constitute any waiver, agreement or consent.
 
6.3
If any of the Conditions Precedent shall not have been fulfilled (or waived) on or before the date that is 5 Business Days (or such other period as may be agreed in writing between the Parties) after the date of this letter, this letter shall terminate with immediate effect.  The Parties acknowledge and agree that if this letter is terminated pursuant to this paragraph 6.3, the amendments and variations referred to in paragraphs 2, 3, 4.2 and 5 shall not take effect.
 
6.4
The Conditions Precedent are as follows:
 
 
(A)
the receipt by the Treasury of:
 
 
(i)
(a)
a copy of a resolution of the board of directors of the Participant which approves and authorises the Participant to execute, and perform its obligations under, this letter; or
 
 
 
(b)
a copy of an alternative corporate authority of the Participant; and
 
 
(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the Participant certifying that, so far as he or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i)(a) above or (i)(b) above (as the case may be) is a true, complete and accurate copy of the original and in full force and effect,
 
in each case in form and substance satisfactory to the Treasury;
 
 
(B)
the receipt by the Treasury of:
 
 
(i)
(a)
a copy of a resolution of the board of directors of the Initial Parent which approves and authorises the Initial Parent to execute, and perform its obligations under, this letter; or
 
 
 
(b)
a copy of an alternative corporate authority of the Initial Parent; and
 
 
(ii)
a certificate of a director, the secretary, the deputy secretary / head of group secretariat, the senior assistant secretary or the assistant secretary of the
 
 
12

 
 
Initial Parent certifying that, so far as he or she is aware having made all due and reasonable enquiries, the copy document referred to in, and delivered to the Treasury pursuant to, sub-paragraph (i)(a) above or (i)(b) above (as the case may be) is a true, complete and accurate copy of the original and in full force and effect,
 
in each case in form and substance satisfactory to the Treasury;
 
7.
Additional Provisions
 
7.1
It is agreed that:
 
 
(A)
the reference in paragraph 9 of the Post-Trigger Refinancing Letter to paragraph 99 thereof shall be read and construed as if it had at all times since the date of that letter been a reference to paragraph 9 thereof; and
 
 
(B)
the reference in the definition of Covered Amount Proxy in the Accession Agreement to sub-paragraphs (i) to (iii) of rule 15.1 of the Data Field Rules for the Quarterly Statement Data Fields shall be read and construed as if it had at all times since the date upon which the Simplification Supplemental Agreement became effective been a reference to the final sentence of rule 14.1 of the QS Data Field Rules.
 
7.2
This letter is designated as a Scheme Document.
 

 
Please confirm your agreement to the foregoing by signing and returning the enclosed copy of this letter.
 
Yours faithfully,
 

 

 
/s/ Bill Dickinson    Date: 16 March 2012
For and on behalf of the Commissioners of HM Treasury
(acting through the Asset Protection Agency)
 

 
Confirmed and agreed for and on behalf of The Royal Bank of Scotland plc
 
Signature:
 

 
Name: /s/ Richard Wild     Date: 19 March 2012
 
 
13

 

 
Confirmed and agreed for and on behalf of The Royal Bank of Scotland Group plc
 
Signature:
 

 
Name: /s/ Richard Wild     Date: 19 March 2012
 

 
14

 
 

 
Schedule 1
 
(New definitions to be inserted in clause 1.1(A) of the Accession Agreement)
 
Abridged Covered Asset ” means a Covered Asset other than a Covered Asset within the UK Retail division or the structured credit portfolio within the Markets and International Banking division (formerly the Global Banking & Markets division) of the Participant’s Group;
 
Abridged PAD Data Field Rules ” means the Data Field Rules contained in Part 5 of Appendix B for the Post-Accession Data Fields applicable to: (i) Abridged Covered Assets (including Non-Cash Realisations in respect of Abridged Covered Assets) and (ii) Proxy Assets;
 
Abridged QS Compliance Certificate ” means a Compliance Certificate in respect of a Quarterly Statement and the related Quarterly Statement Data (including any adjustments) in the agreed form;
 
Abridged QS Data Field Rules ” means the Data Field Rules contained in Part 6 of Appendix B for the Quarterly Statement Data Fields applicable to: (i) Abridged Covered Assets (including Non-Cash Realisations in respect of Abridged Covered Assets) other than Abridged Covered Assets within the UK Corporate Banking (Business Banking), Lombard and Ulster Retail portfolios of the Participant’s Group (and any Non-Cash Realisations in respect of such Abridged Covered Assets) and (ii) Proxy Assets;
 
Apportioned AV Collective Portfolio Impairment ” means, in respect of a Proxy Asset relating to the UK Corporate Banking (Business Banking), Lombard or Ulster Retail portfolios of the Participant’s Group, that proportion of any AV Collective Portfolio Impairment with respect to the relevant portfolio which the outstanding balance of all Abridged Covered Assets within the relevant portfolio (including Non-Cash Realisations in respect of such Abridged Covered Assets) bears to the outstanding balance of all assets and exposures within the relevant portfolio;
 
" AV " means (subject, for the avoidance of doubt, to paragraph 6.9 of Schedule 10 and the provisions of the Post-Trigger Refinancing Side Letter and subject, in the case of a Derivative Agreement within the “Derivative” Covered Asset Class that is an AV Asset, to paragraph 6.3 of Schedule 10 or, in the case of any other Derivative Agreement within the “Derivative” Covered Asset Class, Clause 5.32(C)), in respect of a Covered Asset and for any day (the " relevant day ") , a sterling amount (which may be negative) determined as follows:
 
A + B + C + D
 
without double counting, where:
 
A
is the aggregate AV Write-Off to which that Covered Asset (including any Non-Cash Realisation in respect of that Covered Asset) is subject as at the relevant day after taking into account all increases and reductions in (or reversals, in whole or in part, of) the aggregate AV Write-Off to which that Covered Asset (or Non-Cash Realisation, as the case may be) is subject occurring on or before the relevant day
 
B
is the aggregate AV Impairment to which that Covered Asset (including any Non-Cash Realisation in respect of that Covered Asset) is subject as at the relevant day after taking into account all increases and reductions in (or reversals, in whole or in part, of) the aggregate AV
 
 
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Impairment to which that Covered Asset (or Non-Cash Realisation, as the case may be) is subject occurring on or before the relevant day
 
C           is:
 
 
(i)
in respect of a Covered Asset (including any Non-Cash Realisation in respect of that Covered Asset), which Covered Asset (or Non-Cash Realisation, as the case may be), as at the relevant day, is accounted for as "fair value through profit or loss" and is not, and has not been, a Derivative Agreement within the "Derivative" Covered Asset Class, its AV(MtM) on the relevant day;
 
 
(ii)
in respect of a Covered Asset (including any Non-Cash Realisation in respect of that Covered Asset), which Covered Asset (or Non-Cash Realisation, as the case may be), as at the relevant day, has been, but is no longer, accounted for as "fair value through profit or loss" and is not, and has not been, a Derivative Agreement within the "Derivative" Covered Asset Class, its AV(MtM) on the most recent day as at which such Covered Asset (or Non-Cash Realisation, as the case may be) was accounted for as "fair value through profit or loss"; and
 
 
(iii)
otherwise, zero
 
D
is the aggregate Credit Value Adjustment to which that Covered Asset (including any Non-Cash Realisation in respect of that Covered Asset) is subject as at the relevant day after taking into account all increases and reductions in (or reversals, in whole or in part, of) the aggregate Credit Value Adjustment to which that Covered Asset (or Non-Cash Realisation, as the case may be) is subject occurring on or before the relevant day,
 
provided that, if the Relevant Records Currency of an amount (the " relevant amount ") referred to above in this definition is not sterling then, for the purpose of determining such AV, the relevant amount shall be converted into sterling at the rate used, as at the relevant day, by the Participant's Group to convert, in accordance with IFRS, the relevant amount into sterling for the purpose of preparing the consolidated accounts of the Participant's Group;
 
" AV Collective Portfolio Impairment " means, with respect to a portfolio of assets and exposures, a collective or portfolio level impairment (which is not an individual asset level impairment) in respect of those assets and exposures:
 
 
(A)
denominated in the Relevant Records Currency;
 
 
(B)
recorded against the value of the applicable assets and exposures in the Relevant Records;
 
 
(C)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
 
(D)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
 
16

 
 
AV Impaired Asset ” means a Covered Asset which is the subject of an AV Write-Off and/or an AV Impairment;
 
" AV Impairment " means, in relation to a Covered Asset (or Non-Cash Realisation) an individual asset level impairment (which is not a collective or portfolio level impairment):
 
 
(A)
denominated in the Relevant Records Currency;
 
 
(B)
recorded against the value of the applicable Covered Asset (or Non-Cash Realisation, as the case may be) in the Relevant Records;
 
 
(C)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
 
(D)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
" AV(MtM) " means, in respect of a Covered Asset (including any Non-Cash Realisation in respect of that Covered Asset), on any day (the " relevant day ") an amount (which may be negative) determined as follows:
 
A - B
 
where:
 
 
A
is the Base Value of that Covered Asset (or Non-Cash Realisation, as the case may be) on the relevant day
 
 
B
is the Clean Balance Sheet Value of that Covered Asset (or Non-Cash Realisation, as the case may be) on the relevant day;
 
AV QS Data Field Rules ” means, subject to Clause 5.38(E),  the set of rules for the Quarterly Statement Data Fields applicable to AV Assets contained in Part 4 of Appendix B;
 
“AV Write-Off " means an individual asset level write-off:
 
 
(A)
denominated in the Relevant Records Currency;
 
 
(B)
recorded against the applicable Covered Asset (or Non-Cash Realisation, as the case may be) in the Relevant Records;
 
 
(C)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(D)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied);
 
Base Value ” means, on any day (the “ relevant day ”):
 
 
17

 
 
 
(A)
in respect of a Covered Asset (or Non-Cash Realisation, as the case may be) which is (or to the extent it is) a loan, bond, note or other debt funding, which loan, bond, note or other debt funding arises before the occurrence of a Proxy Trigger in respect of the Covered Asset, the par value (after taking into account all redemptions and repayments occurring on or before the relevant day), denominated in the Relevant Records Currency, of such Covered Asset (or Non-Cash Realisation, as the case may be); and
 
 
(B)
in respect of a Covered Asset (or Non-Cash Realisation, as the case may be) which is not (or to the extent it is not) a loan, bond, note or other debt funding, which loan, bond, note or other debt funding arises before the occurrence of a Proxy Trigger in respect of the Covered Asset, the balance sheet value, denominated in the Relevant Records Currency, at which such Covered Asset (or Non-Cash Realisation, as the case may be) was initially recognised in the Relevant Records,
 
in each case:
 
 
(i)
as recorded in the Relevant Records;
 
 
(ii)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
 
(iii)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
Capped Abridged Covered Asset AV ” means, in respect of an Abridged Covered Asset for which a Covered Asset Proxy Trigger shall have occurred and on any Quarter Date falling on or after 31 March 2012 (the “ relevant Quarter Date ”), the lesser of:
 
 
(A)
the AV of that Abridged Covered Asset on the relevant Quarter Date; and
 
 
(B)
the Covered Amount Proxy of that Abridged Covered Asset on the Quarter Date immediately preceding the Quarter Date as at which the Covered Asset Proxy Trigger shall have occurred, as reported in accordance with the Abridged PAD Data Field Rules (or, if such immediately preceding Quarter Date is 31 December 2011, the PAD Data Field Rules) and converted into sterling, where applicable, using a market rate as reasonably determined by the Participant based on its ordinary course business and banking policies, practices and procedures (consistently applied);
 
Capped Proxy Asset AV ” means, in respect of a Proxy Asset for which a Collective Portfolio Proxy Trigger shall have occurred and on any Quarter Date falling on or after 31 March 2012 (the “relevant Quarter Date”), the lesser of:
 
 
(A)
the Proxy Asset AV of that Proxy Asset on the relevant Quarter Date; and
 
 
(B)
an amount equal to the aggregate Covered Amount Proxies of the Covered Assets represented by that Proxy Asset on the Quarter Date immediately preceding the Quarter Date as at which the Collective Portfolio Proxy Trigger shall have occurred, as reported in accordance with the Abridged PAD Data Field Rules (or, if such immediately preceding Quarter Date is 31 December 2011, the PAD Data Field Rules) and converted into sterling,
 
 
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where applicable, using a market rate as reasonably determined by the Participant based on its ordinary course business and banking policies, practices and procedures (consistently applied);
 
" Clean Balance Sheet Value " means:
 
 
(A)
in respect of a Covered Asset (or Non-Cash Realisation, as the case may be) which is (or to the extent it is) a loan, bond, note or other debt funding, the balance sheet value calculated using the clean price, denominated in the Relevant Records Currency, of such Covered Asset (or Non-Cash Realisation, as the case may be); and
 
 
(B)
in respect of a Covered Asset (or Non-Cash Realisation, as the case may be) which is not (or to the extent it is not) a loan, bond, note or other debt funding, the fair value, denominated in the Relevant Records Currency, of such Covered Asset (or Non-Cash Realisation, as the case may be),
 
in each case:
 
 
(i)
as recorded in the Relevant Records;
 
 
(ii)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
 
(iii)
recorded and calculated in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS;
 
Collective Portfolio Proxy Trigger ” means, in respect of a Proxy Asset and as at any Quarter Date falling on or after 31 March 2012, that the Abridged Covered Assets represented by such Proxy Asset are subject to an AV Collective Portfolio Impairment, having not been subject to an AV Collective Portfolio Impairment on any previous Quarter Date falling on or after 31 March 2012;
 
Covered Amount Proxy ” means in respect of a Covered Asset and as at any day (the " relevant day "):
 
 
(A)
if the Participant can readily determine the Covered Amount of that Covered Asset as at the relevant day, such Covered Amount; and
 
 
(B)
if the Participant cannot readily determine the Covered Amount of that Covered Asset as at the relevant day:
 
(i)
the Covered Amount of that Covered Asset as at the relevant day; or
 
(ii)
at the Participant’s option (provided that in respect of a given Covered Asset such option is exercised consistently for the purposes as applicable of the AV Cap, the AV Floor, paragraphs 5.3 and 6.1 of Schedule 10, the PAD Data Field Rules, the Abridged PAD Data Field Rules and the Abridged QS Data Field Rules), the Covered Amount of that Covered Asset as at the relevant day calculated on the bases set out in the final sentence of rule 14.1 of the QS Data Field Rules, as if references therein to the Initial Event Date were replaced with references to the relevant day;
 
 
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Covered Asset Proxy Loss ” has the meaning given to it in Clause 5.32(A);
 
Covered Asset Proxy Trigger ” means:
 
 
(A)
in respect of an Abridged Covered Asset (other than an Abridged Covered Asset represented by a Proxy Asset) which is:
 
 
(i)
a Derivative Agreement within the “Derivative” Covered Asset Class; or
 
 
(ii)
not a Derivative Agreement within the “Derivative” Covered Asset Class but accounted for as “fair value through profit and loss”,
 
that such Covered Asset is a Defaulted Asset on any Quarter Date falling on or after 31 March 2012 having not been a Defaulted Asset on any previous Quarter Date falling on or after 31 March 2012; and
 
 
(B)
in respect of any other Abridged Covered Asset (other than an Abridged Covered Asset represented by a Proxy Asset) that such Covered Asset is an AV Impaired Asset on any Quarter Date falling on or after 31 March 2012 having not been an AV Impaired Asset on any previous Quarter Date falling on or after 31 March 2012;
 
" Credit Value Adjustment " means an individual asset level credit value adjustment:
 
 
(A)
denominated in the Relevant Records Currency;
 
 
(B)
recorded against the applicable Covered Asset (or Non-Cash Realisation, as the case may be) in the Relevant Records;
 
 
(C)
recorded and calculated in accordance with the ordinary business practices from time to time of the Participant's Group (consistently applied); and
 
 
(D)
recorded and calculated in accordance with the accounting policies from time to time of the Participant's Group (consistently applied) in a manner consistent with IFRS;
 
Defaulted Asset ” means a Covered Asset in respect of which there is recorded in the Relevant Records a risk classification of PD=1 (or any other risk classification which in the Relevant Records denotes “default” within the meaning of section 4.3 of BIPRU) in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied);
 
PAD Data Field Reconciliation and Add-Back Rules ” means the Data Field Rules contained in Part 7 of Appendix B of the Accession Agreement for Post-Accession Data reconciliation and add-back files for facilitating the reconciliation of movements in the Post-Accession Data between one Quarter Date and the next;
 
PAD Data Field Rules ” means the Data Field Rules contained in Part 2 of Appendix B of the Accession Agreement for the Post-Accession Data Fields relating to Covered Assets that are not Abridged Covered Assets;
 
 
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Post-Trigger Refinancing Side Letter ” means the letter from the Agency to the Participant and the Initial Parent dated 15 February 2012 (as amended pursuant to the Second Reporting Issues Side Letter) relating to the consequences under the Scheme where the assets and exposures comprising an AV Asset or AV Non-Cash Realisation are the subject of a refinancing or debt restructuring after the day on which the Trigger occurs in respect of the relevant AV Asset and where a Covered Asset or Non-Cash Realisation that is not an AV Asset or AV Non-Cash Realisation is the subject of a refinancing or debt restructuring after the day on which the Trigger occurs in respect of such Covered Asset or the Covered Asset in respect of which such Non-Cash Realisation arises;
 
Proxy Asset AV ” means, in respect of any Proxy Asset and for any Quarter Date falling on or after 31 March 2012 (the " relevant Quarter Date ") a sterling amount (which may be negative) determined as follows:
 
A + B
 
without double counting, where:
 
A
is the aggregate amount of the AV Write-Offs to which the Covered Assets represented by that Proxy Asset (including any Non-Cash Realisations in respect of such Covered Assets) are subject as at the relevant Quarter Date after taking into account all increases and reductions in (or reversals, in whole or in part, of) the AV Write-Offs to which those Covered Assets (or Non-Cash Realisations, as the case may be) are subject occurring on or before the relevant Quarter Date
 
B
is the amount of the Apportioned AV Collective Portfolio Impairment to which that Proxy Asset is subject as at the relevant Quarter Date after taking into account all increases and reductions in (or reversals, in whole or in part, of) the aggregate Apportioned AV Collective Portfolio Impairment to which that Proxy Asset is subject occurring on or before the relevant Quarter Date,
 
provided that, if the Relevant Records Currency of an amount (the " relevant amount ") referred to above in this definition is not sterling then, for the purpose of determining such AV, the relevant amount shall be converted into sterling at the rate used, as at the relevant day, by the Participant's Group to convert, in accordance with IFRS, the relevant amount into sterling for the purpose of preparing the consolidated accounts of the Participant's Group;
 
Proxy Assets ” means the notional assets created for the purposes of the Scheme to enable the Participant to report Apportioned AV Collective Portfolio Impairments on Covered Assets within each of the UK Corporate Banking (Business Banking), Lombard and Ulster Retail portfolios of the Participant’s Group (including any Non-Cash Realisations in respect of such Covered Assets) and “ Proxy Asset ” shall be construed accordingly;
 
Proxy Asset Proxy Loss ” has the meaning given to it in Clause 5.32(B);
 
Proxy Loss ” means either a Proxy Asset Proxy Loss or a Covered Asset Proxy Loss;
 
Proxy Trigger ” means a Covered Asset Proxy Trigger or a Collective Portfolio Proxy Trigger;
 
 
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QS Data Field Rules ” means the Data Field Rules contained in Part 3 of Appendix B of the Accession Agreement for the Quarterly Statement Data Fields applicable to Covered Assets that are not Abridged Covered Assets;
 
“Reconciliation and Add-Back Fields ” means the data fields listed in Part 2 of Schedule 2;
 
“Relevant Records Currency " means the currency in which the applicable AV Write-off, AV Impairment, AV Collective Portfolio Impairment, Base Value, Clean Balance Sheet Value or Credit Value Adjustment is recorded in the Relevant Records;
 
Second Reporting Issues Side Letter ” means the letter headed “Further reporting issues relating to Post-Accession Data, Quarterly Statements and Quarterly Statement Data” from the Commissioners of HM Treasury (acting through the Asset Protection Agency) to the Participant and the Initial Parent and dated on or around 16 March 2012;
 
write-off ” means, in respect of a Triggered Asset (or in respect of any asset or exposure which is connected to a Triggered Asset), a write-off in the accounts of the relevant Covered Entity in accordance with its ordinary business practices from time to time, consistently applied, provided that the basis on which that Covered Entity and the Participant's Group treat assets and exposures which form part of Covered Assets does not differ from the basis on which that Covered Entity and the Participant's Group treat equivalent assets and exposures of that Covered Entity and the Participant's Group which do not form part of Covered Assets, provided that this definition shall not apply in (i) the definitions of AV Write-Off , Fully Written-Off, Overdraft Recovery Calculation Date and Overdraft Write-Off Amount, (ii) Clauses 12.8 to 12.20, Clause 5.35 and Schedules 4 and 10, (iii) rule 1.4 of the AV QS Data Field Rules, (iv) the Scheme Principles and (v) the Simplification Supplemental Agreement, the Overdrafts Supplemental Agreement and paragraphs 4 and 5 of the Second Reporting Issues Side Letter.
 
 
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Schedule 2
 
Part A
(Replacement clause 5.6 of the Accession Agreement)
 

5.6 
The Data Field Rules comprise:
 
 
(A)
a set of rules for the Initial Data Fields;
 
 
(B)
the PAD Data Field Rules, being a set of rules for the Post-Accession Data Fields applicable to Covered Assets that are not Abridged Covered Assets;
 
 
(C)
the QS Data Field Rules, being a set of rules for the Quarterly Statement Data Fields applicable to Covered Assets that are not Abridged Covered Assets;
 
 
(D)
the AV QS Data Field Rules, being, subject to Clause 5.38(E), a set of rules for the Quarterly Statement Data Fields applicable to AV Assets;
 
 
(E)
the Abridged PAD Data Field Rules, being a set of rules for the Post-Accession Data Fields applicable  to: (i) Abridged Covered Assets (including Non-Cash Realisations in respect of Abridged Covered Assets) and (ii) Proxy Assets;
 
 
(F)
the Abridged QS Data Field Rules, being a set of rules for the Quarterly Statement Data Fields applicable to: (i) Abridged Covered Assets (including any Non-Cash Realisations in respect of Abridged Covered Assets) other than Abridged Covered Assets within the UK Corporate Banking (Business Banking), Lombard and Ulster Retail portfolios of the Participant’s Group (including any Non-Cash Realisations in respect of such Abridged Covered Assets) and (ii) Proxy Assets; and
 
 
(G)
a set of rules for the Reconciliation and Add-Back Fields in the Post-Accession Data reconciliation and add-back files for facilitating the reconciliation of movements in the Post-Accession Data between one Quarter Date and the next ,
 
and are contained respectively in Parts 1, 2, 3, 4, 5, 6 and 7 of Appendix B.
 

 

 
Part B
(Replacement clauses 5.24 and 5.25 of the Accession Agreement)
 
5.24
For the avoidance of doubt, the requirements in rule 1.11A of the PAD Data Field Rules, rule 1.11 of the Abridged PAD Data Field Rules, rule 1.10A of the QS Data Field Rules, rule 1.7 of the Abridged QS Data Field Rules and Clause 18A.2 that, where assets or exposures that comprise a Covered Asset are divided or consolidated, the Participant shall complete the
 
 
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Quarterly Statement Data Fields and the Post-Accession Data Fields, and prepare Quarterly Statements, in respect of such assets or exposures (as they are divided or consolidated) in a manner consistent with Annex H to the PAD Data Field Rules or Annex 4 to the QS Data Field Rules (as the case may be) shall be without prejudice to the provisions of any Scheme Document (including, without limitation, Condition 4.4).
 
5.25
If the Treasury or the Participant is of the opinion that the application of Annex H to the PAD Data Field Rules and/or Annex 4 to the QS Data Field Rules does not produce the intended effect in respect of the completion of any Quarterly Statement Data Field and/or any Post-Accession Data Field and/or the preparation of Quarterly Statements (whether or not in respect of a particular asset or exposure), then the Treasury and the Participant shall, as soon as reasonably practicable, participate in good faith discussions and seek to agree the manner in which the Quarterly Statement Data Fields and/or the Post-Accession Data Fields should be completed, and/or Quarterly Statements should be prepared.
 
 
Part C
(Replacement clauses 5.32 to 5.40 of the Accession Agreement)
 
Second Reporting Issues Side Letter
 
5.32
I t is agreed that:
 
 
(A)
a “ Covered Asset Proxy Loss ” shall occur in respect of an Abridged Covered Asset for which a Covered Asset Proxy Trigger shall have occurred:
 
 
(i)
on the Quarter Date on which the Covered Asset Proxy Trigger occurs, in an amount equal to the Capped Abridged Covered Asset AV of that Abridged Covered Asset on such Quarter Date; and
 
 
(ii)
on any subsequent Quarter Date (the “ relevant Quarter Date ”) on which the Capped Abridged Covered Asset AV of that Abridged Covered Asset is greater or less than its Capped Abridged Covered Asset AV on the preceding Quarter Date (the “ preceding Quarter Date ”), in an amount equal to the Capped Abridged Covered Asset AV on the relevant Quarter Date minus the Capped Abridged Covered Asset AV on the preceding Quarter Date and for the purpose of the foregoing, the Covered Asset Proxy Loss may be positive (in the circumstances where the Capped Abridged Covered Asset AV has increased) or negative (in the circumstances where the Capped Abridged Covered Asset AV has reduced);
 
 
(B)
a “ Proxy Asset Proxy Loss ” shall occur in respect of a Proxy Asset for which a Collective Portfolio Proxy Trigger shall have occurred:
 
 
(i)
on the Quarter Date on which such Collective Portfolio Proxy Trigger occurs, in an amount equal to the Capped Proxy Asset AV of that Covered Asset on such Quarter Date; and
 
 
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(ii)
on any subsequent Quarter Date (the “ relevant Quarter Date ”) on which the Capped Proxy Asset AV of that Proxy Asset is greater or less than its Capped Proxy Asset AV on the preceding Quarter Date (the “ preceding Quarter Date ”), in an amount equal to the Capped Proxy Asset AV on the relevant Quarter Date minus the Capped Proxy Asset AV on the preceding Quarter Date and for the purpose of the foregoing, the Proxy Asset Proxy Loss may be positive (in the circumstances where the Capped Proxy Asset AV has increased) or negative (in the circumstances where the Capped Proxy Asset AV has reduced);
 
 
(C)
the AV on any Quarter Date of an Abridged Covered Asset that is a Derivative Agreement within the “Derivative” Covered Asset Class but is not an AV Asset shall be the lesser of its unadjusted AV and its adjusted AV, in each case on the relevant Quarter Date and for the purposes of the foregoing “unadjusted AV” and “adjusted AV” shall have the meanings set out in paragraph 6.4 of Schedule 10; and
 
 
(D)
for so long as all or any of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Second Reporting Issues Side Letter shall not have ceased to be in effect in relation to any Abridged Covered Asset pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4 and, if applicable, Clause 18A.5, Proxy Losses in respect of that Abridged Covered Asset shall be treated as if they were Losses for the purposes of determining whether any Step-In Trigger has occurred pursuant to Condition 32.3(A) but no Losses or Recoveries in respect of that Abridged Covered Asset shall be treated as Losses or Recoveries for such purposes.
 
5.33
For the purposes of implementing the modifications to the Participant’s reporting obligations specified in, or effected by, the Second Reporting Issues Side Letter, it is agreed that:
 
 
(A)
the Quarterly Statement (the “Abridged Quarterly Statement”) and related Quarterly Statement Data in respect of the Quarter ending on 31 March 2012 to be delivered to the Treasury on or before the Quarterly Statement Date falling on 1 May 2012 shall be in respect of the period (the “Non-Abridgement Period”) from (and including) 1 January 2012 to (and including) 31 March 2012 insofar as such Quarterly Statement and the related Quarterly Statement Data relate to Covered Assets within the UK Retail division or the structured credit portfolio of the Markets and International Banking division (formerly the Global Banking & Markets division) of the Participant’s Group (including Non-Cash Realisations in respect of such Covered Assets) and the period (the “Abridgement Period”) from (and including) 1 January 2009 to 31 March 2012 insofar as such Quarterly Statement and the Quarterly Statement Data relate to Abridged Covered Assets subject to the Abridged QS Data Field Rules (including Non-Cash Realisations in respect of such Abridged Covered Assets) and Proxy Assets;
 
 
(B)
the Non-Abridgement Period shall be the “Quarterly Statement Period” for the Abridged Quarterly Statement and the corresponding Quarterly Statement Data, and shall be treated as a “Quarter” ending on 31 March 2012 for the purposes of the Conditions (including Condition 8), in so far as such statement and data relate to Covered Assets which are within the UK Retail division or the structured credit portfolio of the Markets and International Banking division (formerly the Global Banking & Markets division) of the Participant’s Group and the Abridgement Period shall be the “Quarterly Statement Period” for the Abridged Quarterly Statement and the corresponding Quarterly Statement Data, and shall be treated
 
 
25

 
 
as the same such “Quarter” for the purposes of the Conditions (including Condition 8), in so far as such statement and data relate to Abridged Covered Assets subject to the Abridged QS Data Field Rules (including Non-Cash Realisations in respect of such Abridged Covered Assets) and Proxy Assets;
 
 
(C)
for the purposes of Condition 8, but subject always to Clause 18A.1 and for so long as all or any of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Second Reporting Issues Side Letter shall not have ceased to be in effect as a result of their disapplication pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4 and, if applicable, Clause 18A.5:
 
 
(i)
no Losses or Recoveries reported in respect of Abridged Covered Assets in Quarterly Statements for Quarterly Statement Periods ended on or before 31 December 2012 shall be treated as having occurred or been made;
 
 
(ii)
in relation to the Abridgement Statement Period and all subsequent Quarterly Statement Periods, references to Losses (including for the purposes of sub-clause (iii) below) shall be treated in relation to Abridged Covered Assets solely as references to Proxy Losses and no account shall be taken of Recoveries in respect of Abridged Covered Assets;
 
 
(iii)
if in respect of all the Covered Assets, the aggregate amount of the Losses and Proxy Losses occurring in a Quarter is less than zero, then the Losses and Proxy Losses comprising such aggregate amount shall not be taken into account as Losses and instead the absolute value of such aggregate amount shall be taken into account as a Recovery occurring during such Quarter;
 
 
(iv)
the inputs to the Revised Agreed Model in respect of Abridged Covered Assets shall be adjusted and made to give effect to sub-clauses (i) to (iii) above; and
 
 
(v)
for the avoidance of doubt, Condition 8.11 shall not apply to any adjustments made pursuant to this Clause 5.33(C).
 
5.34
Each Quarterly Statement (including the Abridged Quarterly Statement), when taken together with the Quarterly Statement Data delivered at the same time as such Quarterly Statement, shall include the following information:
 
Withdrawn Assets
 
 
(A)
in relation to Covered Assets that are not Abridged Covered Assets, which Triggered Assets were the subject of any Post-Trigger Withdrawal Notice during the Quarterly Statement Period and the date on which each such Post-Trigger Withdrawal Notice became effective;
 
 
(B)
in relation to Abridged Covered Assets subject to the Abridged QS Data Field Rules, which Covered Assets subject to a Proxy Trigger were withdrawn during the Quarterly Statement Period pursuant to a Post-Trigger Withdrawal Notice or a Pre-Trigger Withdrawal Notice or by written agreement with the Treasury and the date on which each such withdrawal became effective;
 
 
26

 
 
Losses and Proxy Losses
 
 
(C)
in relation to Covered Assets that are not Abridged Covered Assets, in respect of each Loss that has occurred during the Quarterly Statement Period:
 
 
(i)
details of the Triggered Asset to which that Loss relates;
 
 
(ii)
the date on which that Loss occurred;
 
 
(iii)
the amount of that Loss in sterling; and
 
 
(iv)
the components of the calculation of that Loss, including:
 
 
(a)
for a Loss pursuant to Condition 6.1, the Outstanding Amount as at the relevant Trigger Date (or, if later, as at 31 December 2008) and the Covered Amount as at the Initial Event Date (or, if later, as at 31 December 2008), each in both sterling and the Covered Amount Currency of that Triggered Asset and the Applicable Exchange Rate applied for the purpose of converting that Covered Amount Currency into sterling;
 
 
(b)
for a Loss pursuant to Condition 6.22, the CL Payment Amount and the Loss Limit and the Remaining Covered Amount as at the relevant CL Payment Date, each in both sterling and the Covered Amount Currency of that Triggered Asset and the Applicable Exchange Rate applied for the purpose of converting that Covered Amount Currency into sterling;
 
 
(c)
for a Loss pursuant to Condition 6.1or Condition 6.22, if the underlying currency of the Outstanding Amount or the CL Payment Amount (as applicable) is not the Covered Amount Currency of the relevant Covered Asset, the equivalent amount of the Outstanding Amount or the CL Payment Amount (as applicable) as at the relevant Trigger Date (or, if later, as at 31 December 2008) or CL Payment Date (as applicable) in that underlying currency and the exchange rate applied pursuant to Condition 6.30 for the purpose of converting that underlying currency into that Covered Amount Currency; and
 
 
(d)
for a Loss pursuant to Condition 6.38 such Information in respect of that Loss as the Treasury may require to be reported under this sub-paragraph (d) pursuant to an Extended Protection Notice;
 
 
(D)
in relation to Abridged Covered Assets subject to the Abridged QS Data Field Rules and Proxy Assets, in respect of each Proxy Loss that is to be reported in respect of the Quarterly Statement Period in relation to a Covered Asset or Proxy Asset:
 
 
(i)
details of the Covered Asset or Proxy Asset to which that Proxy Loss relates;
 
 
(ii)
the Quarter Date on which the relevant Proxy Loss occurs;
 
 
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(iii)
the amount of the relevant Proxy Loss;
 
 
(E)
the aggregate amount of (a) the Losses that have occurred in respect of Covered Assets other than Abridged Covered Assets during, and (b) the Proxy Losses that have occurred on the Quarter Date at the end of, the Quarterly Statement Period;
 
Realisations and Recoveries
 
 
(F)
in relation to Covered Assets that are not Abridged Covered Assets, in respect of each Realisation made during the Quarterly Statement Period (and, in the Quarterly Statement for the first Quarterly Statement Period for which a Covered Asset is reported as a Triggered Asset, any Cash Realisation which is made prior to the Trigger Date for that Covered Asset and is to be included within Recoveries for that Covered Asset):
 
 
(i)
details of the Triggered Asset to which that Realisation relates;
 
 
(ii)
the date on which that Realisation was made;
 
 
(iii)
whether or not that Realisation is a Cash Realisation;
 
 
(iv)
if that Realisation is a Cash Realisation:
 
 
(a)
the amount of that Realisation in sterling, net of Realisation Expenses; and
 
 
(b)
if the underlying currency of that Realisation is not sterling, the equivalent amount of that Realisation in that underlying currency (net of Realisation Expenses) and the Applicable Exchange Rate applied for the purpose of converting that underlying currency into sterling; and
 
 
(v)
the amount in sterling of any Realisation Expense in respect of that Realisation and, if the underlying currency of that Realisation Expense is not sterling, the equivalent amount of that Realisation Expense in that underlying currency and the Applicable Exchange Rate applied for the purpose of converting that underlying currency into sterling;
 
 
(G)
in relation to Covered Assets that are not Abridged Covered Assets, in respect of each Recovery made during the Quarterly Statement Period, the amount of that Recovery in sterling;
 
 
(H)
in relation to Covered Assets that are not Abridged Covered Assets, the aggregate amount of the Recoveries made during the Quarterly Statement Period;
 
Extended Protection Assets
 
 
(I)
in relation to Covered Assets that are not Abridged Covered Assets, such other Information in respect of Extended Protection Assets as the Treasury may require to be reported under this sub-clause pursuant to an Extended Protection Notice;
 
 
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Amounts payable
 
 
(J)
the Quarterly Payable in respect of the Quarterly Statement Period, including the components of such amount;
 
 
(K)
the balance of the Pending Account and the Treasury Account as of the last day of the Quarterly Statement Period and the movements in each such account during that period;
 
 
(L)
the amount (if any) that will be payable pursuant to Condition 8.5 on the next Quarterly Payment Date and the components of such amount;
 
 
(M)
any correction or adjustment made pursuant to or required by this Agreement or the Conditions to any amount stated in any previous Quarterly Statement, the reason for each such correction or adjustment being made and any amount that will be payable pursuant to Condition 8.7 as a result of such correction or adjustment and the components of each such amount; and
 
Late reporting
 
 
(N)
each of the items referred to in Clauses 5.34(A) to 5.34(M) (inclusive) restated so as to reflect any correction or adjustment that is to be disregarded (for the purpose of Condition 8) pursuant to Conditions 8.11 to 8.15 inclusive) as varied in their application to the Participant pursuant to Clause 18.5.
 
This Clause 5.34 varies Condition 16.5.
 
5.35
The Participant undertakes to the Treasury that, for so long as all or any of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Second Reporting Issues Side Letter shall not have ceased to be in effect as a result of their disapplication pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4 and, if applicable, Clause 18A.5, the Participant:
 
 
(A)
shall maintain in its records, or procure the maintenance in its records of, the three notional assets constituted by the Proxy Assets;
 
 
(B)
shall not, and shall procure that each other member of the Participant’s Group will not, treat (for the purposes of the Relevant Records, in recording risk classifications, in recording and calculating individual asset level write-offs, individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and in performing currency conversions):
 
 
(i)
assets and exposures which form part of Abridged Covered Assets that are not AV Assets (and Non-Cash Realisations in respect of such Abridged Covered Assets) differently from assets and exposures that will not become so subject by reason of the former’s status as forming part of Abridged Covered Assets (or Non-Cash Realisations in respect of such Abridged
 
 
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Covered Assets), which status shall not be a relevant consideration in determining such treatment; or
 
 
(ii)
assets and exposures which form part of Covered Assets (or Non-Cash Realisations in respect of Covered Assets) differently from assets and exposures which do not form part of Covered Assets (or Non-Cash Realisations in respect of Covered Assets) by reason of the former’s status as forming part of Covered Assets (or Non-Cash Realisations, as the case may be), which status shall not be a relevant consideration in determining such treatment;
 
 
(C)
shall, and shall procure that each other member of the Participant’s Group will, in respect of Abridged Covered Assets that are not AV Assets (and Non-Cash Realisations in respect of such Abridged Covered Assets) and for the purposes of the Relevant Records:
 
 
(i)
record risk classifications in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied);
 
 
(ii)
record and calculate individual asset level write-offs:
 
 
(a)
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied); and
 
 
(iii)
record and calculate individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and performed currency conversions in each case:
 
 
(a)
in accordance with the ordinary business practices from time to time of the Participant’s Group (consistently applied); and
 
 
(b)
in accordance with the accounting policies from time to time of the Participant’s Group (consistently applied) in a manner consistent with IFRS; and
 
 
(D)
shall ensure that the Participant’s Group’s accounting policies applicable to its ordinary business practices, in each case from time to time, for recording and calculating (for the purposes of the Relevant Records) individual asset level write-offs, individual asset level impairments and collective or portfolio level impairments in respect of assets and exposures which are loans and are classified for accounting purposes as “loans and receivables” at all times require, in respect of Abridged Covered Assets that are not AV Assets (or Non-Cash Realisations in respect of such Abridged Covered Assets), the amount of the applicable write-off or impairment to be calculated (whether by systems-based or manual processes) using a discount rate based on the applicable asset or exposure’s original effective interest rate or, in the
 
 
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case of assets and exposures the subject of a collective or portfolio level impairment, the Participant’s estimate of the original effective interest rates applicable to all such assets and exposures.
 
5.36
Nothing in Clause 5.35 shall affect the Participant’s obligations under paragraph 6.5 of schedule 10 to the Accession Agreement.
 
5.37
The Treasury and the Participant acknowledge and agree in respect of assets and exposures forming part of Abridged Covered Assets (or Non-Cash Realisations in respect of Abridged Covered Assets) that a change in any credit analysis or similar judgement does not mean that any Post-Accession Data, Quarterly Statement Data or information contained in a Quarterly Statement (such data or information to the extent they are derived from the definitions of Proxy Loss, MtM, Write-Off, Impairment, Base Value, Clean Balance Sheet Value, Credit Value Adjustment, the “relevant data”) which represented a prior analysis or judgement was erroneous or inaccurate for the purpose of the Scheme, and:
 
 
(A)
corrections and adjustments to the relevant data in order to reflect such a change are not permitted; and
 
 
(B)
only the following corrections and adjustments to the relevant data are permitted:
 
 
(i)
corrections in order to address any inaccuracy or error in the relevant data which results from a data entry inaccuracy, information technology error or similar administrative error;
 
 
(ii)
adjustments necessary to remedy a breach of the Specified Obligations referred to in Clauses 5.35(B), 5.35(C) and 5.35(D) and paragraphs 4.2(A), 4.2(B), 4.2(C), 5.1(A), 5.1(B) and 5.1(C) of the Second Reporting Issues Side Letter;
 
 
(iii)
adjustments expressly required by the Conditions or this Agreement; and
 
 
(iv)
such other corrections and adjustments as may be agreed in writing between the Treasury and the Participant.
 
5.38
For so long as all or any of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Second Reporting Issues Side Letter shall not have ceased to be in effect as a result of their disapplication pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4 and, if applicable, Clause 18A.5:
 
 
(A)
the Participant shall not be required to perform any such reconciliation as is referred to in Condition 19.9 and Condition 19.9 shall be varied accordingly;
 
 
(B)
the Participant shall not be required to reflect the provisions of paragraph 9 of the Post-Trigger Refinancing Side Letter and paragraph 6.9 of Schedule 10 (as interpreted in accordance with paragraph 10 of the Post-Trigger Refinancing Side Letter) in any Quarterly Statement or Quarterly Statement Data;
 
 
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(C)
the obligations of the Participant to deliver a QS Compliance Certificate (without qualifications) pursuant to Condition 16.10 as modified pursuant to Clauses 18.3 and 18.4 by no later than the Quarterly Statement Dates for the Quarters ended 31 March 2011, 30 June 2011, 30 September 2011 and 31 December 2011 shall be suspended (and, without prejudice to the provisions of Clause 18A.5, in the event that any such obligation ceases to be suspended pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4, the Participant shall not be required to comply with such obligation until the date falling the number of days after the effective date of such notice that corresponds to the number of days remaining for the performance of that obligation on the date on which the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Second Reporting Issues Side Letter take effect);
 
 
(D)
the provisions of Conditions 8.11 to 8.15 (inclusive) as modified pursuant to Clause 18.5 shall not apply in relation to Abridged Covered Assets; and
 
 
(E)
the provisions of the AV QS Data Field Rules and of paragraphs 7.1, 7.2, 7.3, 8.1, 8.3, 9.5, 9.6, 10.3, 10.4 and 10.5 of Schedule 10, and the obligations of the Participant and the Treasury thereunder, shall be suspended, provided that following any such notice as aforesaid the Participant shall deliver to the Treasury as soon as reasonably practicable a written notice (the “ updating notice ”):
 
 
(i)
referring to paragraph 10.3 of Schedule 10;
 
 
(ii)
specifying each Covered Asset which has been the subject of an into-scope change or an out-of-scope change (as the case may be) during the period from (and including ) 1 January 2012 to a date not more than 4 weeks prior to the date of the updating notice; and
 
 
(iii)
specifying the date of each such into-scope change and out-of-scope change,
 
whereupon the provisions of paragraphs 10.4 and 10.5 of Schedule 10 shall apply as if references therein to the first relevant notice were references to the updating notice.
 
Additional Reporting to be provided with Post-Accession Data
 
5.39
By no later than 25 Business Days after the end of each Quarter, the Participant shall provide an additional report to the Treasury identifying:
 
 
(A)
all Covered Assets subject to the PAD Data Field Rules that are overdrafts and overdrafts within Multiple Option Facilities (“ MOFs ”) as at the relevant Quarter Date and all Abridged Covered Assets that were overdrafts and overdrafts within MOFs as at 31 December 2011 by using the following codes:
 
 
(i)
“Y” – Covered Asset is an overdraft; or
 
 
(ii)
“M” – Covered Asset has an overdraft within a MOF; or
 
 
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(iii)
“N/A” – Covered Asset is not an overdraft;
 
 
(B)
all Covered Assets that are managed within the Global Restructuring Group business unit of the Participant’s Group (“ GRG ”) as at the relevant Quarter Date by using the following codes:
 
 
(i)
“Y” – Covered Asset is managed within GRG; or
 
 
(ii)
“N” – Covered Asset is not managed within GRG; and
 
 
(C)
all Covered Assets that are reflected as Core assets in the consolidated accounts of the Participant’s Group as at the relevant Quarter Date by using the following codes:
 
 
(i)
“Y” – Covered Asset is reflected as a Core asset of the Participant’s Group; or
 
 
(ii)
“N” – Covered Asset is not reflected as a Core asset of the Participant’s Group .
 
5.40
Each time when the Participant delivers Post-Accession Data to the Treasury in accordance with the PAD Data Field Rules and the Abridged PAD Data Field Rules, the Participant shall also deliver a reconciliation file in the form set out in Appendix C and an add-back file in the form set out in Appendix D which shall be accurately completed in accordance with, and stated as at the date specified in , the PAD Data Field Reconciliation and Add-Back Rules .
 

 

 
Part D
(New clause 10.7(C) of the Accession Agreement)
 
(C)
for so long as all or any of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Second Reporting Issues Side Letter shall not have ceased to be in effect as a result of their disapplication pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4 and, if applicable, Clause 18A.5, the Participant shall not be required to deliver any Conflicts Certificate as referred to in Condition 15.14 (as modified in its application to the Participant pursuant to Clause 10.6).
 
 
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Part E
 
( Replacement clause 18 of the Accession Agreement )
 

 
18
QUARTERLY STATEMENT DEFICIENCIES, CORRECTIONS AND ADJUSTMENTS
 
QS Data Deficiencies
 
18.1
There will be a “QS data deficiency” if:
 
 
(A)
any Information contained in any Quarterly Statement Data Field in the “Trigger”, “Proxy Trigger”, “Loss”, “Proxy Loss” or “Recovery or Realisation” QS field categories or abridged QS field categories (as such terms are defined in the QS Data Field Rules or the Abridged QS Data Field Rules) as applicable in any Quarterly Statement Data for a Quarter is incorrect or inaccurate; or
 
 
(B)
any Information contained in the Quarterly Statement for such Quarter is incorrect or inaccurate as a result of being derived from any such incorrect or inaccurate Quarterly Statement Data.
 
QS Compliance Certificates whilst Second Reporting Issues Side Letter is in force
 
18.2
For so long as all or any of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Second Reporting Issues Side Letter shall not have ceased to be in effect as a result of their disapplication pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4 and, if applicable, Clause 18A.5, if there are any QS data deficiencies in respect of the Quarterly Statement or Quarterly Statement Data for a Quarter, the Participant’s obligation under Condition 16.10 to deliver a QS Compliance Certificate (without qualifications) for such Quarter shall be satisfied and there shall not be a Remedy Event arising solely as a result of, and in respect of, such QS data deficiencies for the purpose of the Specified Obligation described in Condition 31.5 as “To produce and deliver Quarterly Statements, statements in the form of the Revised Agreed Model, Quarterly Statement Data and QS Compliance Certificates, in each case in accordance with Condition 16” or “To produce and deliver corrected Quarterly Statement Data and reports describing the corrections made in accordance with Condition 16.11” (but the foregoing shall operate without prejudice to the Treasury’s other rights, powers or remedies under or pursuant to the Scheme Documents (including Conditions 16.13 and 31.14) if, within the time permitted for delivery of such QS Compliance Certificate (without qualifications), the Participant delivers an Abridged QS Compliance Certificate for such Quarter to the Treasury which is given subject only to valid qualifications (being, for this purpose, qualifications which describe in reasonable detail the nature and extent of the relevant QS data deficiencies (including the specific items of Information (including any Quarterly Statement Data)) and the divisions of the Participant’s Group to which such qualifications apply).  This Clause 18.2 varies Condition 16.10.
 
 
 
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QS Compliance Certificates if Second Reporting Issues Side Letter ceases to be in force
 
18.3
If, after all or any of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Second Reporting Issues Side Letter shall have ceased to be in effect as a result of their disapplication pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4 and, if applicable, Clause 18A.5,   there are any QS data deficiencies in respect of the Quarterly Statement or Quarterly Statement Data for a Quarter, the Participant’s obligation under Condition 16.10 to deliver a QS Compliance Certificate (without qualifications) for such Quarter shall be satisfied if, within the time permitted for delivery of such QS Compliance Certificate (without qualifications), the Participant delivers a QS Compliance Certificate for such Quarter to the Treasury which:
 
 
(A)
is given subject only to valid qualifications (being, for this purpose, qualifications which describe in reasonable detail the nature and extent of the relevant QS data deficiencies (including the specific items of Information (including any Quarterly Statement Data)) to which such qualifications apply); and
 
 
(B)
contains a confirmation from the Scheme Head (or another member of the Scheme Executive Team acceptable to the Treasury) that, to the best of his or her knowledge and belief, having made all due and reasonable enquiries, such QS data deficiencies result in the Quarterly Statement Data (and/or the Information contained in the relevant Quarterly Statement derived from such Quarterly Statement Data) containing amounts in respect of Losses and Recoveries which are such that, in relation to each Covered Asset individually or, if the Treasury in its sole discretion determines, all Covered Assets collectively to which in either case the QS data deficiencies relate:
 
 
(i)
the aggregate amount of Losses in respect of such Covered Asset or Covered Assets; minus
 
 
(ii)
the aggregate amount of Recoveries in respect of such Covered Asset or Covered Assets,
 
is no more than would have been the case if there were no such QS data deficiencies.
 
18.4
If there are any QS data deficiencies and the Participant complies with its obligation under Condition 16.10 to deliver a QS Compliance Certificate (without qualifications) in respect of such Quarter only by virtue of delivering a QS Compliance Certificate containing the confirmation required pursuant to Clause 18.3, then:
 
 
(A)
notwithstanding the requirements of Conditions 16.11 and 16.12, the Participant may not, without the Treasury’s consent, correct any QS data deficiency pursuant to Conditions 16.11 and 16.12 and no further corresponding correction or adjustment may be made to a Quarterly Statement in an adjustment Quarter in accordance with Condition 8.7; and
 
 
(B)
there shall not be a Remedy Event arising solely as a result of, and in respect of, such QS data deficiencies for the purpose of the Specified Obligation described in Condition 31.5 as “To produce and deliver Quarterly Statements, statements in the
 
 
35

 
 
form of the Revised Agreed Model, Quarterly Statement Data and QS Compliance Certificates, in each case in accordance with Condition 16” or “To produce and deliver corrected Quarterly Statement Data and reports describing the corrections made in accordance with Condition 16.11” (but the foregoing shall operate without prejudice to the Treasury’s other rights, powers or remedies under or pursuant to the Scheme Documents (including Conditions 16.13 and 31.14).  Clause 18.3 and this Clause 18.4 vary Condition 16.10.
 
Corrections and adjustments
 
18.5
For the purposes of applying Conditions 8.11 to 8.15 (inclusive) to the Participant with reference to corrections and adjustments and Triggers notified in a Quarterly Statement for an adjustment Quarter:
 
 
(A)
all references in those Conditions to a Quarter which ended more than one year before the Quarterly Statement Date in relation to that Quarterly Statement shall be read instead as references to a Quarter which ended on a Quarter Date falling more than one year before the Quarter Date immediately preceding the Quarterly Statement Date for such Quarterly Statement; and
 
 
(B)
all references in Conditions 8.13 and 8.15 to whether the Quarter in which an applicable Extended Protection Notice became effective ended more than one year before the Quarterly Statement Date in relation to a relevant Quarterly Statement shall be read instead as references to whether such Quarter in which such Extended Protection Notice became effective ended on a Quarter Date falling more than one year before the Quarter Date immediately preceding the Quarterly Statement Date for such Quarterly Statement.
 

 

 
Part F
 
(Replacement clause18(A) of the Accession Agreement)
 

 
18A.     Reporting Issues Side Letter and Second Reporting Issues Side Letter
 
18A.1   It is acknowledged that:
 
 
(A)
in so far as the Reporting Issues Side Letter and the Second Reporting Issues Side Letter set out certain agreed modifications to the reporting obligations of the Participant in respect of Post-Accession Data, Quarterly Statements and Quarterly Statement Data, such modifications are not intended to, and shall not, in any way amend the financial extent of the protection provided to the Participant under the Scheme (in particular, but without limitation, with respect to the Losses and Recoveries attributable to any Covered Asset);
 
 
 
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(B)
the operation of Condition 8 on the basis of the Quarterly Statement Data completed, and Quarterly Statements prepared, in accordance with the Participant’s reporting obligations as modified at the relevant time by the Reporting Issues Side Letter and the Second Reporting Issues Side Letter may produce a different outcome compared with the operation of Condition 8 on the basis of Quarterly Statement Data completed, and Quarterly Statements prepared, in accordance with the Participant’s reporting obligations prior to the application of the relevant modifications; and notwithstanding the foregoing it is agreed that Condition 8 shall be applied on the basis of the Quarterly Statement Data completed, and the Quarterly Statements prepared, in accordance with the Scheme Documents (as amended or modified with effect from the relevant time by the Reporting Issues Side Letter and the Second Reporting Issues Side Letter) including, for the avoidance of doubt, as the Quarterly Statement Data and/or Quarterly Statements are required to be prepared and/or re-stated pursuant to the application of Clause 18A.4 and if applicable Clause 18A.5; and
 
 
(C)
the terms of the Reporting Issues Side Letter and the Second Reporting Issues Side Letter are not intended to, and shall not, in any way affect the Treasury’s rights to request Information pursuant to any Scheme Document or otherwise (including, without limitation, pursuant to Condition 15).
 
18A.2
The modifications made to the Participant’s reporting obligations by:
 
 
(A)
the deletion of rules in, and/or the insertion of rules into, the QS Data Field Rules pursuant to the Reporting Issues Side Letter shall also apply, mutatis mutandis and notwithstanding Condition 16, to the preparation of each Quarterly Statement in so far as it is based on the Quarterly Statement Data provided by the application of the QS Data Field Rules as modified pursuant to the Reporting Issues Side Letter; and
 
 
(B)
the suspension and/or deletion of (or of rules in), and/or the insertion of (or of rules into), the QS Data Field Rules, the AV QS Data Field Rules and the Abridged QS Data Field Rules pursuant to the Second Reporting Issues Side Letter shall also apply, mutatis mutandis and notwithstanding Condition 16, to the preparation of each Quarterly Statement in so far as it is based on the Quarterly Statement Data provided by the application of the QS Data Field Rules and the Abridged QS Data Field Rules as modified pursuant to the Second Reporting Issues Side Letter.
 
18A.3
It is acknowledged and agreed that the reporting at the relevant time of any Information in:
 
 
(A)
any Quarterly Statement Data Field or Quarterly Statement in accordance with the modifications made to the Participant’s reporting obligations by the suspension and/or deletion of (or of rules in), and/or the insertion of (or of rules into), (i) the QS Data Field Rules pursuant to the Reporting Issues Side Letter and (ii) the QS Data Field Rules, the AV QS Data Field Rules and the Abridged QS Data Field Rules by the Second Reporting Issues Side Letter; and
 
 
(B)
any Post-Accession Data Field in accordance with the modifications made to the Participant’s reporting obligations by the deletion of (or of rules in), and/or the
 
 
37

 
 
insertion of (or of rules into), the PAD Data Field Rules and the Abridged PAD Data Field Rules by the Second Reporting Issues Side Letter,
 
shall not, save where any or all of such modifications shall have ceased to be in effect or the Participant is required to re-state and/or provide any information or data (in each case pursuant to a notice given by the Treasury to the Participant in accordance with Clause 18A.4 and if applicable Clause 18A.5), be treated as giving rise to any breach of Condition 16 or as constituting any QS data deficiency or any error, inaccuracy or data deficiency for the purposes of any of Conditions 16, 31, 32, 33 or 34.
 
18A.4
Notwithstanding Clause 18A.1 and any of the other provisions of the Reporting Issues Side Letter and the Second Reporting Issues Side Letter, the Treasury may by giving reasonable written notice to the Participant:
 
 
(A)
disapply any or all of the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Reporting Issues Side Letter and/or the Second Reporting Issues Side Letter; and/or
 
 
(B)
require the Participant:
 
 
(i)
to re-state (and provide to the Treasury) any or all of the information or data provided pursuant to the Scheme Documents in accordance with the modifications to the Participant’s reporting obligations which are specified in, or effected by, the Reporting Issues Side Letter and/or the Second Reporting Issues Side Letter such that the information or data is accurately completed in accordance with the terms and requirements of the Scheme Documents without application of any or all of the modifications specified in the Reporting Issues Side Letter and/or the Second Reporting Issues Side Letter; and/or
 
 
(ii)
to provide to the Treasury any or all of the information or data which, by virtue of the modifications to the Participant’s reporting obligations specified in, or effected by, the Reporting Issues Side Letter and/or the Second Reporting Issues Side Letter, the Participant has not provided to the Treasury,
 
provided always that the Treasury shall not exercise its rights under this Clause 18A.4(B) in such a way as would result in the Participant being required to report in relation to Covered Assets within a single portfolio partially under the Abridged PAD Data Field Rules and the Abridged QS Data Field Rules and partially under the PAD Data Field Rules and the QS Data Field Rules and/or the AV QS Data Field Rules.
 
18A.5
If under Clause 18A.4 the Treasury requires: (A) the disapplication of all of the modifications which are specified in, or effected by, the Reporting Issues Side Letter and/or the Second Reporting Issues Side Letter; (B) the restatement of all information or data which has been provided in accordance with the modifications specified in, or effected by, the Reporting Issues Side Letter and/or the Second Reporting Issues Side Letter; or (C) the provision of all the information or data which has not been provided by the Participant by virtue of the modifications specified in, or effected by, the Reporting Issues Side Letter and/or the Second Reporting Issues Side Letter:
 
 
 
38

 
 
 
(A)
the Treasury shall give not less than 12 months’ written notice to the Participant; and
 
 
(B)
if any Quarterly Statement to be delivered by the Participant following such notice period is delivered with a QS Compliance Certificate subject to valid qualifications, the Participant shall not be required under Condition 16.10 to provide a QS Compliance Certificate without qualifications (or pursuant to Clause 18.3) prior to the Quarterly Statement Date falling a year after the Quarterly Statement Date for delivery of such Quarterly Statement, notwithstanding that the relevant data may relate to a Quarter falling (in whole or in part) prior to the expiry of such notice period.
 
18A.6
Where the Treasury requires the Participant to re-state any information or data pursuant to Clause 18A.4 and, as a result, any amount set out in a Quarterly Statement requires adjustment (including as a result of adjustments to the underlying Quarterly Statement Data), Condition 8.7 (and the other provisions in Condition 8 (other than Condition 8.11)) shall apply with respect to the adjustment of such amount.
 
18A.7
In the event that the Treasury requires the disapplication of all or any of the modifications relating to the reporting of Post-Accession Data which are specified in, or effected by, the Reporting Issues Side Letter and/or the Second Reporting Issues Side Letter, the Participant shall not be required to restate any Post-Accession Data for any prior reporting period unless the Treasury, at its sole discretion, gives written notice to the Participant requiring it to do so.
 

 
 
39

 

Part G
 
( New Part 2 of Schedule 2 to the Accession Agreement )
 

 
Part 2
(Reconciliation and Add-Back Fields)

Reconciliation File
Relevant APS Covered Asset ID
 
Bank Covered Asset ID
 
Unique Dropped ID
 
Reason Code
 
Dropped Covered Amount
 
Dropped Outstanding Amount
 
Dropped Date
 
Division
 
Add Back File
Relevant APS Covered Asset ID
 
Bank Covered Asset ID
 
Unique Dropped ID
 
Added Back Covered Amount
 
Added Back Outstanding Amount
 
Division
 

 
 
40

 
Part H
 
(Replacement Schedule 4 to the Accession Agreement)
 

 
Schedule 4
 
(Additional Specified Obligations)
 
Specified Obligation
Whether capable of being remedied
Compliance with Clause 2.5
No
Clause 5.35(B) - For so long as any notice given by the Treasury to the Participant in accordance with Clause 18A.4 and if applicable Clause 18A.5 shall not have taken effect, undertaking not to treat assets and exposures which will form part of the Covered Assets subject to the Abridged PAD Data Field Rules and Abridged QS Data Field Rules (other than AV Assets) and Non-Cash Realisations in respect of such Covered Assets differently from assets and exposures which will not be so subject
Yes
Clause 5.35(C) – For so long as any notice given by the Treasury to the Participant in accordance with Clause 18A.4 and if applicable Clause 18A.5 shall not have taken effect, undertaking consistently to apply the ordinary business and accounting practices of the Participant’s Group when recording and calculating risk classifications, individual asset level write-offs, individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset credit level adjustments and in performing currency conversions
Yes
Clause 5.35(D) – For so long as any notice given by the Treasury to the Participant in accordance with Clause 18A.4 and if applicable Clause 18A.5 shall not have taken effect, undertaking to use the Participant’s Group’s accounting policies to calculate individual asset level write-offs, individual asset level impairments and collective or portfolio level impairments, in relation to loans in a particular manner and ensure such calculation has a particular effect
Yes
To pay the Annual Fee in accordance with Clause 6.1(A)
Yes
To comply with the terms of the State Aid Deed
Yes
To pay all costs and expenses in accordance with the State Aid Costs
Yes
 
 
 
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Specified Obligation
Whether capable of being remedied
Reimbursement Deed  
Delivery of notices and information in relation to Relevant Conduct in accordance with Clause 10.9(A)(i)
Yes
Notification of Ultimate Parent IDs in accordance with Clauses 10.11(A)(i) and 10.11(A)(ii)
Yes
Notification of Non-Cash Realisations and identification of changes in accordance with Clause 10.11(B)
Yes
Provision of updated Focus List and reconciliation in accordance with Clause 10.11(E)
Yes
Clause 12.17(A) – Not to treat Account Based Overdrafts which form part of Covered Assets (or Non-Cash Realisations) differently from Account Based Overdrafts which do not form part of Covered Assets (or Non-Cash Realisations)
Yes, except in so far as the representation and warranty relates to the performance of account closures
 
No, in so far as the representation and warranty relates to the performance of account closures
Clause 12.17(B) – To record and calculate individual asset level write-offs and perform account closures in a particular manner
Yes, except in so far as the representation and warranty relates to the performance of account closures
 
No, in so far as the representation and warranty relates to the performance of account closures
Clause 12.17(C) – To ensure the ordinary business practices of the Participant’s Group are (i) to suspend the debiting of fees, interest and charges, (ii) to transfer assets and exposures to a recoveries department and (iii) to consider assets and exposures, or a counterparty, to be in default or impaired, in each case in certain circumstances
Yes
Clause 12.17(D) – To ensure there are specified ordinary business practices of businesses within the Participant’s Group in relation to (i) writing off debit balances in particular circumstances, (ii) the application of Cash Realisations to debit balances and (iii) closing
Yes
 
 
 
 
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Specified Obligation
Whether capable of being remedied
accounts and writing off in full the remaining debit balances in particular circumstances   
Clause 12.17(E) – To ensure a specified effect of the ordinary business practices of businesses within the Participant’s Group.
Yes
To deliver to the Treasury on the Accession Date an Agreed Withdrawal Notice in respect of each Agreed Withdrawal Asset under Clause 17
No
Paragraph 6.5(A) of Schedule 10 – Not to treat assets and exposures which form part of AV Assets and AV Non-Cash Realisations (or Covered Assets and Non-Cash Realisations) differently from assets and exposures which do not form part of AV Assets and AV Non-Cash Realisations (or Covered Assets and Non-Cash Realisations, as applicable)
Yes
Paragraph 6.5(B) of Schedule 10 – To record risk classifications, record and calculate individual asset level write-offs, individual asset level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and perform currency conversions in a particular manner
Yes
Paragraph 6.5(C) of Schedule 10 – To ensure the Participant’s Group’s accounting policies require individual asset level write-offs and individual asset level impairments to be calculated in a particular manner and to ensure such calculation has a particular effect
Yes
APS Fee Tax Assets Agreement
Compliance with clause 14 of the APS Fee Tax Assets Agreement (to pay and indemnify the Treasury against any fees, costs and expenses incurred in connection with the appointment of the Accountants and the performance of their responsibilities)
Yes
Compliance with clause 21 of the APS Fee Tax Assets Agreement (each RBS Company shall forego any tax relief and any right to any tax relief if such tax relief, or such right to any tax relief, would not have arisen but for the use or availability of any Qualifying Tax Asset)
Yes
Compliance with clause 24 of the APS Fee Tax Assets Agreement (each of the Participant, the Initial Parent, ABN Amro Bank and each
Yes
 
 
 
 
43

 
 
 
Specified Obligation
Whether capable of being remedied
other RBS Company which enters into a Participation Agreement to take any action reasonably required by the Treasury to ensure that Section 25 Finance Act 2009 applies in relation to the APS Fee Tax Assets Agreement, the Accession Agreement, the Conditions and the matters contemplated therein)   
Compliance with clause 28 of the APS Fee Tax Assets Agreement (each RBS Company to provide any Relevant RBS Information requested by the Treasury and to deliver such information promptly, and in any event within 15 Business Days after such request)
Yes
Compliance with clause 29 of the APS Fee Tax Assets Agreement (each RBS Company to provide to the Accountants any Relevant RBS Information requested by the Accountants and to deliver such information promptly, and in any event within 15 Business Days after such request)
Yes
Compliance with clause 32 of the APS Fee Tax Assets Agreement (each RBS Company to provide to HMRC any information reasonably requested by HMRC and to deliver such information promptly, and in any event within 15 Business Days after such request)
Yes
Compliance with clause 35 of the APS Fee Tax Assets Agreement (to procure that each RBS Company promptly following any request by the Treasury gives a Disclosure Consent to HMRC by serving a Disclosure Consent Notice on HMRC)
Yes
Compliance with clause 36 of the APS Fee Tax Assets Agreement (ABN Amro Bank to procure that each RBS Company which is a Group Undertaking of ABN Amro Bank promptly following any request by the Treasury gives a Disclosure Consent to HMRC by serving Disclosure Consent Notice on HMRC)
Yes
To the extent it relates to a Specified Obligation set out above, compliance with clause 44 of the APS Fee Tax Assets Agreement (to procure that each RBS Company complies with any obligation or requirement stated in the APS Fee Tax Assets Agreement to be undertaken by or to relate to any RBS Company)
Yes
To the extent it relates to a Specified Obligation set out above, compliance with clause 45 of the APS Fee Tax Assets Agreement (ABN Amro Bank to procure that each RBS Company which is a Subsidiary Undertaking of ABN Amro complies with any obligation
Yes
 
 
 
44

 
 
 
 
Specified Obligation
Whether capable of being remedied
or requirement stated in the APS Fee Tax Assets  Agreement to be undertaken by or to relate to any RBS Company)   
Exit Fee Tax Assets Agreement
Compliance with clause 14 of the Exit Fee Tax Assets Agreement (to pay and indemnify the Treasury against any fees, costs and expenses incurred in connection with the appointment of the Accountants and the performance of their responsibilities)
Yes
Compliance with clause 21 of the Exit Fee Tax Assets Agreement (each RBS Company shall forego any tax relief and any right to any tax relief if such tax relief, or such right to any tax relief, would not have arisen but for the use or availability of any Qualifying Tax Asset)
Yes
Compliance with clause 24 of the Exit Fee Tax Assets Agreement (each of the Participant, the Initial Parent, ABN Amro Bank and each other RBS Company which enters into a Participation Agreement to take any action reasonably required by the Treasury to ensure that Section 25 Finance Act 2009 applies in relation to the APS Fee Tax Assets Agreement, the Accession Agreement, the Conditions and the matters contemplated therein)
Yes
Compliance with clause 27 of the Exit Fee Tax Assets Agreement (each RBS Company to provide any Relevant RBS Information requested by the Treasury and to deliver such information promptly, and in any event within 15 Business Days after such request)
Yes
Compliance with clause 28 of the Exit Fee Tax Assets Agreement (each RBS Company to provide to the Accountants any Relevant RBS Information requested by the Accountants and to deliver such information promptly, and in any event within 15 Business Days after such request)
Yes
Compliance with clause 31 of the Exit Fee Tax Assets Agreement (each RBS Company to provide to HMRC any information reasonably requested by HMRC and to deliver such information promptly, and in any event within 15 Business Days after such request)
Yes
Compliance with clause 34 of the Exit Fee Tax Assets Agreement (to procure that each RBS Company promptly following any request by the Treasury gives a Disclosure Consent to HMRC by serving a
Yes
 
 
 
 
45

 
 
 
Specified Obligation
Whether capable of being remedied
Disclosure Consent Notice on HMRC)   
Compliance with clause 35 of the Exit Fee Tax Assets Agreement (ABN Amro Bank to procure that each RBS Company which is a Group Undertaking of ABN Amro Bank promptly following any request by the Treasury gives a Disclosure Consent to HMRC by serving Disclosure Consent Notice on HMRC)
Yes
To the extent it relates to a Specified Obligation set out above, compliance with clause 43 of the Exit Fee Tax Assets Agreement (to procure that each RBS Company complies with any obligation or requirement stated in the Exit Fee Tax Assets Agreement to be undertaken by or to relate to any RBS Company)
Yes
To the extent it relates to a Specified Obligation set out above, compliance with clause 44 of the Exit Fee Tax Assets Agreement (ABN Amro Bank to procure that each RBS Company which is a Subsidiary Undertaking of ABN Amro complies with any obligation or requirement stated in the Exit Fee Tax Assets Agreement to be undertaken by or to relate to any RBS Company)
Yes
Asset Management Framework
APS Risk & Compliance to ensure that all Asset Actions in respect of Focus List Assets and Focus List Related Party Assets comply with the Scheme Documents (to the extent relating to the Management and Administration of such assets) in accordance with the Asset Management Framework (Part 3 of the Asset Management Framework under “ Key considerations for an APS Approver ”)
Yes (but subject to Condition 31.9)
To ensure any APS Approval (to the extent relating to Conduct Requiring Approval) is subject to audit by the APS Assurance Team and Group Internal Audit in accordance with the Asset Management Framework (Part 3 of the Asset Management Framework under “ Key considerations for an APS Approver ”)
Yes (but subject to Condition 31.9)
To ensure all APS Approvals (to the extent relating to Conduct Requiring Approval) in excess of the authorisations limits of those with the Group Chief Credit Officer or equivalent status will be for the consideration of the Scheme Head or Deputy Scheme Head in accordance with the Asset Management Framework
Yes (but subject to Condition 31.9)
 
 
 
 
46

 
 
 
Specified Obligation
Whether capable of being remedied
(i) To ensure that the approval procedure set out in the Asset Management Framework is observed in relation to all Conduct Requiring Approval; (ii) to review whether any proposed Asset Action (to the extent constituting Conduct Requiring Approval) affects a Covered Asset or Related Party Asset; (iii) to refer any proposed Asset Action (to the extent constituting Conduct Requiring Approval) to an APS Approver for clearance; (iv) to ensure internal approval for a cleared Asset Action (to the extent constituting Conduct Requiring Approval); and (v) where an APS Approver does not have the appropriate authority to approve an Asset Action which constitutes Conduct Requiring Approval, to escalate that Asset Action (to the extent constituting Conduct Requiring Approval) to an appropriate alternative APS Approver for approval, in each case in accordance with Part 3 of the Asset Management Framework
Yes (but subject to Condition 31.9)
To seek approval from HMT/APA for Conduct Requiring Approval which is an HMT Approval Matter, in accordance with the Asset Management Framework (Part 3 of the Asset Management Framework under “ Approval grids – Prohibited Conduct ”)
Yes (but subject to Condition 31.9)
Relevant APS Approver to notify APS Risk & Compliance of any Conduct Requiring Approval which is an HMT Approval Matter in accordance with the Asset Management Framework (Part 3  of the Asset Management Framework under “ Approval grids – Prohibited Conduct ”)
Yes (but subject to Condition 31.9)
To observe the approvals escalation hierarchy described in the Asset Management Framework, in so far as it relates to Conduct Requiring Approval (Part 3 of the Asset Management Framework under “APS Approval Hierarchy”)
Yes (but subject to Condition 31.9)
APS Compliance team to conduct portfolio analysis to compare the Covered Assets against the wider performance of the Participant  in accordance with the Asset Management Framework (Part 4 of the Asset Management Framework under “ Monitoring ”)
Yes
APS Compliance team to review Participant’s existing Credit Quality Assurance reports in respect of Covered Assets and Related Party Assets in accordance with the Asset Management Framework (Part 4)
Yes
To report to the SOC on compliance with the Asset Management Framework in accordance with the Asset Management Framework  
Yes
 
 
 
47

 
 
 
Specified Obligation
Whether capable of being remedied
(Part 4 of the Asset Management Framework under “ Monitoring ”)   
Conflicts Management Policy
To ensure that the RBS Managed Conflicts are reviewed by the Scheme Head and representatives of RBS Legal and Group Regulatory Risk for the purposes and at the times specified in paragraphs 5.5(B) and 5.5(C) of the Conflicts Management Policy
Yes
To ensure that any proposed changes or modifications to, or disapplications of, the Conflicts Management Policy are approved by the Scheme Head, the responsible APS Compliance Officer, Representatives of RBS Legal and Group Regulatory Risk, the SOC and the Treasury in accordance with paragraph 5.8 of the Conflicts Management Policy
Yes
To ensure that Representatives are appointed by each Exco/Manco (as referred to under paragraph 5.5(F) of the Conflicts Management Policy) to meet with Representatives of the Scheme Head with the frequency required under paragraph 5.5(F) of the Conflicts Management Policy to consider the application of the Conditions and the Conflicts Management Policy in accordance with the Conflicts Management Policy
Yes
To ensure that each responsible Exco/Manco member escalates to the Scheme Head for review in accordance with paragraph 5.5(E) of the Conflicts Management Policy any proposal which involves entering into a transaction or series of transactions which are the subject of paragraph 5.6 of the Conflicts Management Policy where: (i) the aggregate of the Covered Amount of the Covered Asset(s); or (ii) in the case of (a) Protected Asset(s) and/or (b) Related Party Asset(s), the aggregate principal, par or similar value of such Protected Asset(s) and/or Related Party Asset(s) in each case, the subject of such proposed transaction or series of transactions exceeds £5,000,000 (five million pounds) (or its equivalent). For the purpose of determining whether the threshold of £5,000,000 (five million pounds) has been exceeded, any of the following shall be treated as a single transaction: (i) a number of separate transactions if those transactions, when taken together, form part of the same transaction; or (ii) a series of independent but related transactions to or with a person (the “Beneficiary”) or persons connected to or with the Beneficiary which, when taken together, form part of the same transaction.
Yes
 
 
 
48

 
 
 
Specified Obligation
Whether capable of being remedied
Overdrafts Supplemental Agreement
Clause 3.2(A) of the Overdrafts Supplemental Agreement – Representation and warranty as to not treating assets and exposures comprising Account Based Overdrafts which form part of Covered Assets (or Non-Cash Realisations) differently from assets and exposures comprising Account Based Overdrafts which do not form part of Covered Assets (or Non-Cash Realisations)
Yes, except in so far as the undertaking relates to the performance of account closures
 
No, in so far as the undertaking relates to the performance of account closures
Clause 3.2(B) of the Overdrafts Supplemental Agreement – Representation and warranty as to recording and calculating individual asset level write-offs and performing account closures in a particular manner
Yes, except in so far as the undertaking relates to the performance of account closures
 
No, in so far as the undertaking relates to the performance of account closures
Clause 3.2(C) of the Overdrafts Supplemental Agreement – Representation and warranty as to the ordinary business practices of the Participant’s Group being (i) to suspend the debiting of fees, interest and charges, (ii) to transfer assets and exposures to a recoveries department and (iii) to consider assets and exposures, or a counterparty, to be in default or impaired, in each case in certain circumstances
Yes
Clause 3.2(D) of the Overdrafts Supplemental Agreement – Representation and warranty as to the ordinary business practices of businesses within the Participant’s Group in relation to (i) writing off debit balances in particular circumstances, (ii) the application of Cash Realisations to debit balances and (iii) closing accounts and writing off in full the remaining debit balances in particular circumstances
Yes
Clause 3.2(E) of the Overdrafts Supplemental Agreement – Representation and warranty as to the ordinary business practices of businesses within the Participant’s Group having a specified effect
Yes
Simplification Supplemental Agreement
 
 
 
49

 
 
 
Specified Obligation
Whether capable of being remedied
Clause 3.2(I) of the Simplification Supplemental Agreement – Representation and warranty as to not treating assets and exposures which form part of AV Assets and AV Non-Cash Realisations (or Covered Assets and Non-Cash Realisations) differently from assets and exposures which do not form part of AV Assets and AV Non-Cash Realisations (or Covered Assets and Non-Cash Realisations, as applicable)
Yes
Clause 3.2(J) of the Simplification Supplemental Agreement – Representation and warranty as to recording risk classifications, recording and calculating individual asset level write-offs, individual asset level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and performing currency conversions in a particular manner
Yes
Clause 3.2(K) of the Simplification Supplemental Agreement – Representation and warranty as to the Participant’s Group’s accounting policies requiring individual asset level write-offs and individual asset level impairments to be calculated in a particular manner and as to such calculation having a particular effect
Yes
Second Reporting Issues Side Letter
Paragraph 4.2(A) of the Second Reporting Issues Side Letter – Representation and warranty as to not treating assets and exposures which form part of Abridged Covered Assets and Non-Cash Realisations in respect of Abridged Covered Assets differently from assets and exposures that do not form part of Abridged Covered Assets or Non-Cash Realisations in respect of Abridged Covered Assets
Yes
Paragraph 4.2(B) of the Second Reporting Issues Side Letter – Representation and warranty as to the consistent use of the ordinary business and accounting practices of the Participant’s Group when recording and calculating risk classifications, individual asset level write-offs, individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and in performing currency conversions
Yes
Paragraph 4.2(C) of the Second Reporting Issues Side Letter – Representation and warranty as to the Participant’s Group’s
Yes
 
 
 
50

 
 
Specified Obligation
Whether capable of being remedied
accounting policies requiring individual asset level write-offs , individual asset level impairments and collective or portfolio level impairments in relation to loans to be calculated in a particular manner and as to such calculation having a particular effect   
Paragraph 5.1(A) of the Second Reporting Issues Side Letter – Undertaking not to treat assets and exposures which form part of Abridged Covered Assets (other than AV Assets) and Non-Cash Realisations in respect of such Abridged Covered Assets differently from assets and exposures that do not form part of Abridged Covered Assets or Non-Cash Realisations in respect of such Abridged Covered Assets
Yes
Paragraph 5.1(B) of the Second Reporting Issues Side Letter – Undertaking consistently to apply the ordinary business and accounting practices of the Participant’s Group when recording and calculating risk classifications, individual asset level write-offs, individual asset level impairments, collective or portfolio level impairments, balance sheet values calculated using the clean price, fair values, other balance sheet values and individual asset level credit value adjustments and in performing currency conversions
Yes
Paragraph 5.1(C) of the Second Reporting Issues Side Letter – Undertaking to use the Participant’s Group’s accounting policies to calculate individual asset level write-offs, individual asset level impairments and collective or portfolio level impairments, in relation to loans in a particular manner and ensure such calculation has a particular effect
Yes


 
Part I
 
(Replacement Rule 1.1 in Part I of Part 2 of Appendix B to the Accession Agreement)
 

 
1.1
The rules set out below are the PAD Data Field Rules, being the Data Field Rules for the Post-Accession Data Fields applicable to Covered Assets within the UK Retail division or the structured credit portfolio within the Markets and International Banking division (formerly the Global Banking & Markets division) of the Participant’s Group.  Where rules in Part II appear in a section headed with the name of a Post-Accession Data Field, they apply only to
 
 
 
51

 
 
 
such Post-Accession Data Field.  The general rules in this Part I apply to each Post-Accession Data Field.
 

 
Part J
(Replacement Rule 20 in Part II of Part 2 of Appendix B to the Accession Agreement)
 
 
* **
 

 
Part K
(New Rule 75 in Part II of Part 2 of Appendix B to the Accession Agreement)
 
***
 

 

 
 
Part L
(Replacement Rule 1.1 in Part 1 of Part 3 of Appendix B to the Accession Agreement)
 
 
1.1
The rules set out below are the QS Data Field Rules, being the Data Field Rules for the Quarterly Statement Data Fields applicable to Covered Assets within the UK Retail division or the structured credit portfolio within the Markets and International Banking division (formerly the Global Banking & Markets division) of the Participant’s Group.  Where rules appear in a section headed with the name of a Quarterly Statement Data Field, they apply only to such Quarterly Statement Data Field.  The general rules in this Part I apply to each Quarterly Statement Data Field.
 

 


  *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
52

 

 
Schedule 3
(New Part 5 of Appendix B to the Accession Agreement)
 

 
* **
 


  *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
53

 
 
 
  Schedule 4
  (New Part 6 of Appendix B to the Accession Agreement)
 

 
* **
 


  *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
54

 
 

  Schedule 5
  (New Part 7 of Appendix B to the Accession Agreement)
 

 
* **
 



  *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
55

 
 
 
  Schedule 6
  (New Appendix C to the Accession Agreement)
 
* **


  *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
56

 
 

  Schedule 7
  (New Appendix D to the Accession Agreement)
 
* **


  *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately.
 
 
 
57

 

  Schedule 8
  (Agreed form of Abridged QS Compliance Certificate)
 
[ RBS letterhead ]
 
Abridged QS Compliance Certificate
 

 
Asset Protection Agency
5 th Floor
Eastcheap Court
11 Philpot Lane
London EC3M 8UD
 
[ date ]
 
Dear Sirs
 
Abridged QS Compliance Certificate in respect of the Quarter ended [                 ]
 
 
1.
I refer to the Accession Agreement dated 26 November 2009 between the Commissioners of HM Treasury, the Royal Bank of Scotland plc as the Participant and The Royal Bank of Scotland Group plc as the Initial Parent (such agreement as amended and supplemented from time to time, the “ Accession Agreement ”).
 
 
2.
Any words or expressions used but not otherwise defined in this certificate shall have the respective meanings given to them in or pursuant to the Accession Agreement.  References in this certificate to Appendices are to the Appendices to this certificate.
 
 
3.
I hereby confirm that the Quarterly Statement and the associated Quarterly Statement Data for the Quarter ended [                    ] submitted to the Agency by the Participant with this Abridged QS Compliance Certificate, including all adjustments submitted up to the date hereof (such Quarterly Statement and Quarterly Statement Data, including all such adjustments, being together the “ Relevant Data ”):
 
 
(A)
has been prepared with a level of rigour and diligence consistent with the statement of director's responsibilities in the 2010 Annual Report and Accounts of the Initial Parent – Governance, pg 265, a copy of which is attached for ease of reference in Appendix A; and
 
 
(B)
[save for the valid qualifications in respect of QS data deficiencies set out in Appendix B, * ]complies with the requirements of the Scheme Documents.
 
 
4.
I hereby further confirm that, to the best of my knowledge and belief having made all due and reasonable enquiries, the Relevant Data:
 

* delete as applicable
 
 
58

 
 
 
 
(A)
is true and accurate on an aggregate basis at a divisional level to within materiality levels used in the ordinary business practice of the Participant’s Group in relation to the preparation of its consolidated accounts in accordance with IFRS;
 
 
(B)
presents fairly the information it contains; and
 
 
(C)
is not misleading for the purposes for which it is prepared.
 
 
5.
In accordance with Condition 22.5 * , no personal liability shall attach to me by virtue of my signing this Abridged QS Compliance Certificate.
 
Yours faithfully
 

 
[ name ]
 
Executive Scheme Head of APS *
 


* amend to 23.11 if another signatory is agreed with the Treasury
* amend as required if another signatory is agreed with the Treasury
 
 
59

 
 
 
Appendix A
(Statement of director's responsibilities in the 2010 Annual Report and Accounts of the Initial Parent – Governance, pg 265)
 
“The directors are required by Article 4 of the IAS Regulation (European Commission Regulation No 1606/2002) to prepare Group accounts, and as permitted by the Companies Act 2006 have elected to prepare Bank accounts, for each financial year in accordance with International Financial Reporting Standards as adopted by the European Union. They are responsible for preparing accounts that present fairly the financial position, financial performance and cash flows of the Group and the Bank. In preparing those accounts, the directors are required to:
 
 
·
select suitable accounting policies and then apply them consistently;
 
 
·
make judgements and estimates that are reasonable and prudent;
 
 
·
state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the accounts; and
 
 
·
prepare accounts on the going concern basis unless it is inappropriate to presume that the Bank will continue in business.
 
The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the Annual Report and Accounts complies with the Companies Act 2006. They are also responsible for safeguarding the assets of the Bank and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
 
We, the directors listed below, confirm that to the best of our knowledge:
 
 
·
the financial statements, prepared in accordance with International Financial Reporting Standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Bank and the undertakings included in the consolidation taken as a whole; and
 
 
·
the Financial review, which is incorporated into the Directors’ report, includes a fair review of the development and performance of the business and the position of the Bank and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.”
 

 
60

 
 
[Appendix B
(Valid qualifications in respect of QS data deficiencies) * ]
 



  * delete as applicable
 
 
 
 
 
 
61

Exhibit 7.1


Explanation of ratio calculations

Other financial data
2011 
2010 
2009 
2008 
2007 
(Loss)/earnings per ordinary and B share from continuing operations - pence (1)
(1.8)
(0.5)
(6.3)
(146.2)
64.0  
Diluted (loss)/earnings per ordinary and B share from continuing operations - pence (1,2)
(1.8)
(0.5)
(6.3)
(146.2)
63.4  
Dividends per ordinary share - pence (1)
 
— 
— 
19.3  
27.0  
Dividend payout ratio (3)
— 
— 
— 
— 
43%  
Share price per ordinary share at year end - £
0.20 
0.39 
0.29  
0.49  
3.72  
Market capitalisation at year end - £bn
22.3 
42.8 
31 .
19.5  
44.4  
Net asset value per ordinary and B share - £
0.64 
0.64 
0.65  
1.15  
3.74  
Return on average total assets (4)
(0.13%)
(0.07%)
(0.18%)
(1.19%)
0.65%  
Return on average ordinary and B shareholders' equity (5)
(2.9%)
(0.7%)
(7.2%)
(50.1%)
18.7%  
Average owners' equity as a percentage of average total assets
4.9% 
4.6% 
2.8%  
2.9%  
3.9%  
Risk asset ratio - Tier 1
13.0% 
12.9% 
14.1%  
10.0%  
7.3%  
Risk asset ratio - Total
13.8% 
14.0% 
16.1%  
14.1%  
11.2%  
Ratio of earnings to combined fixed charges and preference share dividends (6)
         
  - including interest on deposits
0.91 
0.94 
0.75 
  0.05 
1.45 
  - excluding interest on deposits
0.25 
0.38 
(0.30)
(7.80)
5.73 
Ratio of earnings to fixed charges only (6)
         
  - including interest on deposits
0.91 
0.95 
0.80 
0.05 
1.47 
  - excluding interest on deposits
0.25 
0.44 
(0.46)
(9.74)
6.53 

Notes:
(1)
The number of ordinary shares in issue in 2008 and 2007 were adjusted retrospectively for the bonus element of the rights issue completed in June 2008 and the capitalisation issue in September 2008.
(2)
None of the convertible securities had a dilutive effect in 2011, 2010, 2009 or 2008. All of the convertible preference shares had a dilutive effect in 2007 and as such were included in the computation of diluted earnings per share.
(3)
Dividend payout ratio represents the interim dividend paid and final dividend proposed as a percentage of profit attributable to ordinary and B shareholders before discontinued operations, integration and restructuring costs, amortisation of purchased intangible assets and net gain on sale of strategic investments and subsidiaries (net of tax).
(4)
Return on average total assets represents (loss)/profit attributable to ordinary and B shareholders as a percentage of average total assets.
(5)
Return on average ordinary and B shareholders' equity represents (loss)/profit attributable to ordinary and B shareholders expressed as a percentage of average ordinary and B shareholders' equity.
(6)
For this purpose, earnings consist of income before tax and non-controlling interests, plus fixed charges less the unremitted income of associated undertakings (share of profits less dividends received). Fixed charges consist of total interest expense, including or excluding interest on deposits and debt securities in issue, as appropriate, and the proportion of rental expense deemed representative of the interest factor (one third of total rental expenses).
 


Exhibit 8.1

Principal subsidiaries of the Royal Bank of Scotland Group plc
 
 
Nature of business
Country of incorporation and principal area of operation
Group interest
The Royal Bank of Scotland plc
Banking
Great Britain
100%
National Westminster Bank Plc (1)
Banking
Great Britain
100%
Citizens Financial Group, Inc.
Banking
US
100%
Coutts & Company (2)
Private banking
Great Britain
100%
RBS Securities Inc.
Broker dealer
US
100%
Direct Line Insurance Group plc
Insurance
Great Britain
100%
Ulster Bank Limited (3)
Banking
Northern Ireland
100%
RBS Holdings N.V. (4)
Banking
The Netherlands
98%

Notes:
(1)
The company does not hold any of the NatWest preference shares in issue.
(2)
Coutts & Company is incorporated with unlimited liability. Its registered office is 440 Strand, London WC2R 0QS.
(3)
Ulster Bank Limited and its subsidiaries also operate in the Republic of Ireland.
(4)
RFS Holdings B.V. (RFS) owns 100% of the outstanding shares of RBS Holdings N.V. (ABN AMRO Holding N.V. prior to 1 April 2010). RBS Holdings N.V. has one direct subsidiary, The Royal Bank of Scotland N.V. (RBS N.V.), a fully operational bank within the Group. RBS N.V. is independently rated and regulated by the Dutch Central Bank. On the division of an entity by demerger, Dutch law establishes a cross liability between surviving entities in respect of the creditors at the time of the demerger. RBS N.V.’s cross liability is limited by law to the lower of its equity and the debts of ABN AMRO Bank N.V. on 1 April 2010. The likelihood of any cross liability crystallising is considered remote.

The above information is provided in relation to the principal related undertakings as permitted by Section 410(2) of the Companies Act 2006. Full information on all related undertakings is included in the Annual Return delivered to the Registrar of Companies for Scotland.
 
 


 
 Exhibit 12.1
 
302 CERTIFICATION
 
I, Stephen Hester, certify that:
 
1.  
I have reviewed this annual report on Form 20-F of The Royal Bank of Scotland Group plc;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
 
4.  
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
 
 
(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)  
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)  
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.  
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
 
 
(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 
(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.


March 27, 2012


/s/ Stephen Hester
__________________________
Stephen Hester
Chief Executive Officer

 
 Exhibit 12.2
 
302 CERTIFICATION
 
I, Bruce Van Saun, certify that:
 
1.  
I have reviewed this annual report on Form 20-F of The Royal Bank of Scotland Group plc;
 
2.  
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
 
4.  
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
 
 
(a)  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 
(b)  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 
(c)  
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)  
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.  
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
 
 
(a)  
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 
(b)  
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.


March 27, 2012


/s/ Bruce Van Saun
__________________________
Bruce Van Saun
Group Finance Director





 
 

 
Exhibit 13.1
 
 
906 CERTIFICATION
 

 
The certification set forth below is being submitted in connection with the annual report on Form 20-F for the year ended December 31, 2011 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934  (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
Stephen Hester, the Group Chief Executive, and Bruce Van Saun, the Group Finance Director, of The Royal Bank of Scotland Group plc, each certify that, to the best of his knowledge:
 
1.
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of The Royal Bank of Scotland Group plc.
 

March 27, 2012
 
 
/s/ Stephen Hester
 
Name: Stephen Hester
Group Chief Executive
 
 
 
/s/ Bruce Van Saun
 
Name: Bruce Van Saun
Group Finance Director
 

 
Exhibit 15.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the incorporation by reference of our reports dated 22 February 2012 (27 March 2012 for the consolidating financial information included in Note 43), relating to the consolidated financial statements of The Royal Bank of Scotland Group plc (which report expresses an unqualified opinion and includes an explanatory paragraph stating that Note 43 to the financial statements was added for the inclusion of consolidating financial information in respect of The Royal Bank of Scotland plc in accordance with Regulation S-X Rule 3-10) and the effectiveness of The Royal Bank of Scotland Group plc’s internal control over financial reporting, appearing in this Annual Report on Form 20-F for the year ended 31 December 2011, in the following Registration Statements:

F-3 333-162219
F-3 333-162219-01
F-3 333-123972
F-3 333-100661
F-3 333-73950
S-8 333-160220
S-8 333-85208
S-8 333-115726
S-8 333-120980
S-8 333-130558
S-8 333-153673
S-8 333-171227
S-8 333-174641
S-8 333-179967

 
/s/ Deloitte LLP
Deloitte LLP
London, United Kingdom
27 March 2012