Citizens Financial Group Announces Agreement Regarding Subordinated Notes Held by The Royal Bank of Scotland Group plc

Citizens Financial Group, Inc. ("CFG" or "Citizens") today announced that it has reached agreement with The Royal Bank of Scotland Group plc ("RBS") to address the RBS current ownership of $2.0 billion of CFG subordinated notes (the "Notes"). CFG plans in the near term to finance the repurchase of $750 million of the Notes with new subordinated debt. CFG has secured the ability through July 2016 to purchase an additional $500 million of the Notes. CFG's intention would be to retire this debt subject to regulatory approval in connection with its 2016 Comprehensive Capital Analysis and Review submission and ratings agency considerations. The remaining $750 million of Notes include $333 million of 5.158% Fixed- to -Floating Callable Notes due 2023 and callable in 2018, $250 million of 4.153% Notes due 2024, and $167 million of 4.023% Notes due 2024. CFG has agreed to make registration rights available to RBS, and to obtain ratings on the Notes. With respect to the $417 million of non-callable Notes, if RBS and CFG agree on a purchase and reissue transaction it will not occur before April 2016. "We believe this agreement is mutually beneficial to Citizens and to RBS," said Chief Financial Officer Eric Aboaf. "Citizens can gain efficiencies through liquid, benchmark size issuance and can potentially modify its capital stack, and RBS gains a clear path to divest its holdings." As of September 30, 2015, CFG reported a Basel III Transitional Basis Total Capital Ratio of 15.4%. The Total Capital Ratio included a Common Equity Tier 1 ratio of 11.8% and Tier 2 of 3.4%. This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. CFG has filed a Registration Statement (including a prospectus) with the Securities and Exchange Commission (the "SEC"). You should read the Registration Statement and other documents that CFG has filed with the SEC for more complete information about the issuer and its securities. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov.