Approval of Financial Services and Markets Act 2000 Part VII Scheme under which certain business (including deposit taking business) of The Royal Bank of Scotland plc undertaken in the name of “Adam & Company” is to be transferred to Coutts & Company

On 18 March 2022, The Royal Bank of Scotland plc ("RBS plc") announced that it had, with Coutts & Company ("Coutts") (together, the “Petitioners”) presented a petition (the "Petition") to the Court of Session in Scotland (the "Court") for an order under Part VII of the UK Financial Services and Markets Act 2000 (the "Act") to sanction a banking business transfer scheme in respect of certain business (including deposit taking business) of RBS plc undertaken in the name of "Adam & Company" to Coutts (the "Part VII Scheme") and that a preliminary hearing was held at the Court on 17 March 2022.

On 31 May 2022, the Court pronounced an order (the "Order") under Part VII of the Act, among other matters:

1. sanctioning, under Section 111 of the Act, the Part VII Scheme under which certain of the assets and liabilities relating to RBS plc's private banking services business, utilising the "Adam & Company" brand and trading name, including execution-only dealing services, stocks and shares ISAs and custody account services, will be transferred to Coutts;

2. transferring, under Section 112(1)(a) of the Act, to Coutts with effect from the "Effective Date" (expected to be 00:01hrs (GMT) on 2 July 2022, or such date as Coutts and RBS plc may agree) that part of the undertaking, property and liabilities to which the Part VII Scheme applies (defined in the Part VII Scheme as the Business), which Order shall not become effective in respect of any Residual Assets and Residual Liabilities of RBS plc (each as defined in the Part VII Scheme) until the relevant Subsequent Transfer Date (as defined in the Part VII Scheme);

3. transferring, under Section 112(1)(a) of the Act, to Coutts with effect from the Effective Date (as defined in the Part VII Scheme), all rights, benefits, liabilities and obligations of RBS plc under, or in connection with, the Transferred Assets and the Transferred Liabilities (each as defined in the Part VII Scheme); and

4. ordering, under Sections 112(2)(a), 112(2)(c), 112(2A) and 112(2B) of the Act, that the transfer shall be valid and binding on all persons having an interest or right in any of the Transferred Assets or the Transferred Liabilities, notwithstanding any restriction on transferring or otherwise dealing with the same and that the transfer shall take effect as if: (a) there were no requirement to obtain the consent of any person; and (b) there were no contravention or interference with any such interest or right.

Copies of the Order are available on application to Pinsent Masons LLP, Capital Square, 58 Morrison Street, Edinburgh, EH3 8BP

Pinsent Masons LLP

Solicitors to the Petitioners

10 June 2022

Ref: 71376.11181/HA06/MB60