AVVISO n SeDeX - INV. CERTIFICATES. 31 Maggio Mittente del comunicato : Borsa Italiana. Societa' oggetto dell'avviso

Transcription

1 AVVISO n Maggio 2012 SeDeX - INV. CERTIFICATES Mittente del comunicato : Borsa Italiana Societa' oggetto dell'avviso : THE ROYAL BANK OF SCOTLAND PLC Oggetto : Inizio negoziazione 'Investment Certificates - Classe B' 'THE ROYAL BANK OF SCOTLAND PLC' Testo del comunicato Si veda allegato. Disposizioni della Borsa

2 Strumenti finanziari: Emittente: RBS Express 9% BancoPosta THE ROYAL BANK OF SCOTLAND PLC Rating Emittente: Società di rating Long term Data report Moody's A2 15/02/2012 Standard & Poor's A 29/11/2011 Fitch A 13/10/2011 Oggetto: INIZIO NEGOZIAZIONI IN BORSA Data di inizio negoziazioni: 01/06/2012 Mercato di quotazione: Borsa - Comparto SEDEX Investment Certificates - Classe B Orari e modalità di negoziazione: Operatore incaricato ad assolvere l impegno di quotazione: Negoziazione continua e l orario stabilito dall art. IA delle Istruzioni The Royal Bank of Scotland plc Member ID Specialist: MM2084 CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE RBS Express 9% BancoPosta Tipo di liquidazione: Modalità di esercizio: monetaria europeo Modalità di negoziazione: La data di negoziazione ex-diritto al pagamento dell'importo periodico decorre dal secondo giorno di mercato aperto antecedente le rispettive record date.

3 DISPOSIZIONI DELLA BORSA ITALIANA Dal giorno 01/06/2012, gli strumenti finanziari "RBS Express 9% BancoPosta" (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives. Allegati: - Scheda riepilogativa delle caratteristiche dei securitised derivatives; - Estratto del prospetto di quotazione dei Securitised Derivatives

4 Num. Serie Codice Isin Local Market TIDM TIDM Short Name Long Name Sottostante Tipologia Strike Data Scadenza Valore Nominale Quantità Lotto Negoziazione 1 GB00B7NN0F99 NN0F99 U4XG NN0F99EUS50XP RBEUS50CCPXP2154,115AB1292,46E EURO STOXX 50 Inv 2154,115 01/06/ , EMS Prima Barriera Bonus/Strike % Rebate

5 Num. Serie Livello Iniziale ,115

6 FINAL TERMS DATED 25 MAY 2012 THESE FINAL TERMS SUPERSEDE AND REPLACE THOSE DATED 24 APRIL 2012 IN RELATION TO THE SECURITIES The Royal Bank of Scotland plc (incorporated in Scotland with limited liability under the Companies Acts 1948 to 1980 registered number SC090312) 10,000 RBS EXPRESS 9% BANCOPOSTA ISSUE PRICE: EUR 100 THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR POLITICAL SUBDIVISION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO THE REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE U.S. STATE SECURITIES LAWS. THE SECURITIES ARE BEING OFFERED AND SOLD ONLY: (I) OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN OFFSHORE TRANSACTIONS THAT MEET THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT; AND (II) ONLY WITH RESPECT TO THE EQUITY CERTIFICATES (AS DEFINED HEREIN) IN REGISTERED FORM TO U.S. PERSONS WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A OF THE SECURITIES ACT). FURTHERMORE, TRADING IN THE SECURITIES HAS NOT BEEN APPROVED BY THE UNITED STATES COMMODITY FUTURES TRADING COMMISSION UNDER THE UNITED STATES COMMODITY EXCHANGE ACT, AS AMENDED. THE SECURITIES DO NOT CONSTITUTE UNITS OF COLLECTIVE INVESTMENT SCHEMES WITHIN THE MEANING OF THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA") AND ARE NOT SUBJECT TO THE APPROVAL OF, OR SUPERVISION BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY ("FINMA"). HOLDERS OF THE SECURITIES ARE EXPOSED TO THE CREDIT RISK OF THE ISSUER. These Final Terms, the Base Prospectus (as defined below), as supplemented from time to time and any additional information with regard to RBS Express 9% BancoPosta shall be published on the Issuer s website:

7 FINAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Index Express Certificates Product Conditions (the relevant Product Conditions ) set forth in the Base Prospectus relating to Certificates dated 27 May 2011 issued by The Royal Bank of Scotland plc, as supplemented by the supplements dated 17 June 2011, 8 August 2011, 23 August 2011, 26 August 2011, 9 September 2011, 19 September 2011, 11 October 2011, 14 October 2011, 8 November 2011, 1 December 2011, 3 January 2012, 13 January 2012, 24 February 2012, 28 March 2012, 4 May 2012 and 11 May 2012 (the 2011 Base Prospectus ), which is incorporated by reference in the Base Prospectus relating to Certificates dated 25 May 2012 issued by The Royal Bank of Scotland plc (the Base Prospectus ) as supplemented from time to time. This document constitutes the Final Terms of each Series of Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the General Conditions and relevant Product Conditions contained in the 2011 Base Prospectus and with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Securities described herein is only available on the basis of a combination of these Final Terms, the General Conditions and relevant Product Conditions contained in the 2011 Base Prospectus and the Base Prospectus. The 2011 Base Prospectus and the Base Prospectus as so supplemented are available for viewing at the office of the Issuer at 36 St Andrew Square, Edinburgh EH2 2YB, Scotland and copies may be obtained from the Issuer at that address. These Final Terms relate to the Securities and must be read in conjunction with, and are subject to the General Conditions and the relevant Product Conditions contained in the 2011 Base Prospectus. These Final Terms, the General Conditions and the relevant Product Conditions together constitute the Conditions of each Series of the Securities described herein and will be attached to any Global Security representing each such Series of the Securities. In the event of any inconsistency between these Final Terms, the General Conditions or the relevant Product Conditions, these Final Terms will govern. The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), Financial Services and Markets Authority (FSMA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Surveillance du Secteur Financier (CSSF), Financial Services Authority (FSA), the Financial Supervisory Authority (FIN-FSA), the Danish Financial Services Authority (Finanstilsynet), the Swedish Financial Supervisory Authority and the Financial Supervisory Authority of Norway (Finanstilsynet) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 2

8 In respect of Securities to be listed on the SIX Swiss Exchange Ltd, the Programme, together with any Final Terms, will constitute the listing prospectus pursuant to the Listing Rules of the SIX Swiss Exchange Ltd. So far as the Issuer is aware, no person (other than (i) the Issuer, see Risk Factors Actions taken by the Issuer may affect the value of the Securities in the Base Prospectus, (ii) the Calculation Agent, see Risk Factors - Actions taken by the Calculation Agent may affect the Underlying in the Base Prospectus and (iii) the third party distributors) involved in the issue of the Certificates has an interest material to the offer. 3

9 Issuer: The Royal Bank of Scotland plc Clearing Agents: Monte Titoli S.p.A., Milan Launch Date: Not Applicable Subscription Period: From (and including) 24 April 2012 to (and including) 14 May 2012 Issue Date: 31 May 2012 Listing: Milan Stock Exchange (SeDeX) Listing Date: 4 June 2012 or as soon as practicable thereafter Pricing Date: 28 May 2012 Admission to trading: Application will be made for the Securities to be admitted to trading on the Milan Stock Exchange (SeDeX) with effect from the Listing Date. If, following the date of these Final Terms, but before the later of (i) the closure of the offer for the Securities; and (ii) if applicable, the admission of the Securities to trading on the Milan Stock Exchange (SeDeX) the Prospectus (the Original Prospectus) is supplemented, updated or replaced (including replacement following the expiry of the Original Prospectus) then the Issuer shall be entitled, without the consent of any Holder, any prospective Holder or any other person, to amend these Final Terms so as to provide, and/or replace these Final Terms with ones which provide that references to the Original Prospectus herein shall be to the Original Prospectus as amended, supplemented, updated or replaced (save that the terms and conditions applicable to the Securities shall be the Conditions set forth in the Original Prospectus). Details of the minimum and/or maximum amount of application: Investors are required to subscribe for a minimum of five (5) Securities and thereafter in multiples of one (1) Security Manner in and date on which results of the offer are to be made public: Announcements to Holders: Principal Agent: Registrar: Agent(s): Calculation Agent: Please refer to the section of the Base Prospectus entitled General Information - Information on the Offering of the Securities - (f) Details of the Manner in Which the Results of the Initial Offer are to be Made Public Delivered to Borsa Italiana S.p.A for delivery to the market in the event of SeDeX listing, otherwise Clearing Agents The Royal Bank of Scotland plc, 250 Bishopsgate, London EC2M 4AA, United Kingdom In respect of Securities cleared through CREST, Computershare Investor Services PLC, The Pavilions, Bridgewater Road, Bristol, BS13 8AE, England. In respect of Securities not cleared through CREST, None BNP Paribas, Milan The Royal Bank of Scotland plc, 250 Bishopsgate, 4

10 Indication of yield: Form of the Securities: Ratings: London EC2M 4AA, United Kingdom Not Applicable Dematerialised form Standard & Poor s Credit Market Services Europe Limited: Not Applicable Moody s Investors Service Limited: Not Applicable Fitch Ratings Limited: Not Applicable 5

11 Series: Issue Price: EUR 100 Additional Market Disruption Events: Basket: Business Day: Calculation Period: Cash Amount: INDEX EXPRESS CERTIFICATES RBS Express 9% BancoPosta None Not Applicable Any day on which the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET 2) System is open for business Not Applicable (i) If the Final Reference Price is greater than or equal to the Initial Reference Price: EUR 100 x (100% + 2 x 9.00%); or (ii) If the Final Reference Price is less than the Initial Reference Price but greater than or equal to the Barrier Level: EUR 100 x 100%; otherwise (iii) EUR 100 x (Final Reference Price / Initial Reference Price) Where: Certificate: Current Barrier Level: Current Premium: Current Spread: Current Strike Level: Early Termination Amount: Early Termination Date: Early Termination Event: Barrier Level means 60% x Initial Reference Price, subject to adjustment in accordance with Product Condition 4 Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Means the amount determined by the Calculation Agent in accordance with the following formula: EUR 100 x (100% %); The Early Termination Amount shall be rounded to the nearest two decimal places in the Settlement Currency, being rounded downwards Not Applicable Occurs if, in relation to any Secondary Valuation Dates, the Reference Price on such Valuation Date is equal to or greater than the Initial Reference Price, as determined by or on behalf of the Calculation Agent. Where: Reference Price means an amount equal to the arithmetic mean of the levels of the Index at the Valuation Time on each of the relevant Secondary Valuation Dates, as determined by the Calculation Agent without regard to any subsequently published correction or (if the 6

12 Emerging Market Disruption Events: Entitlement: Exchange: Exchange Business Day: determination of the Calculation Agent no such level can be determined and no Market Disruption Event has occurred and is continuing) a level determined by the Calculation Agent as its good faith estimate of the official closing level of the Index, as applicable, on such date having regard to the then prevailing market conditions, the last reported trading price of the Shares and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4 As stated in Product Condition 1 Not Applicable Not Applicable Not Applicable Exercise Date: 1 June 2015 Express Long: Express Short: Final Reference Price: Not Applicable Not Applicable Means an amount equal to the arithmetic mean of the levels of the Index at the Valuation Time on each of the relevant Final Valuation Dates, as determined by the Calculation Agent without regard to any subsequently published correction or (if the determination of the Calculation Agent no such level can be determined and no Market Disruption Event has occurred and is continuing) a level determined by the Calculation Agent as its good faith estimate of the official closing level of the Index, as applicable, on such date having regard to the then prevailing market conditions, the last reported trading price of the Shares and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4 Funding Cost: Index: Initial Reference Price: Interest: Interest Amount: Interest Payment Date: Interest Period: Interest Rate: Not Applicable Euro STOXX 50 Index (Bloomberg code: SX5E <INDEX>) Means an amount equal to the arithmetic mean of the levels of the Index at the Valuation Time on each of the Primary Valuation Dates, as determined by the Calculation Agent without regard to any subsequently published correction or (if the determination of the Calculation Agent no such level can be determined and no Market Disruption Event has occurred and is continuing) a level determined by the Calculation Agent as its good faith estimate of the official closing level of the Index (as applicable) on such date having regard to the then prevailing market conditions, the last reported trading price of the Shares and such other factors as the Calculation Agent determines relevant, subject to adjustment in accordance with Product Condition 4. Applicable in respect of the first Secondary Valuation Dates only EUR 100 x Interest Rate The fifth Business Day following the first Secondary Valuation Dates Not Applicable (i) If an Early Termination Event has not occurred on the first Secondary Valuation Dates: 7

13 Interest Rate Day Count Fraction: Issuer Call: Issuer Call Cash Amount: Issuer Call Commencement Date: Issuer Call Notice Period: Launch Date: Notional Dividend Amount: Notional Dividend Period: (ii) Zero Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Pricing Date(s): 28 May %; otherwise Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: Reset Date: Settlement Currency: Settlement Date: For the purposes of: Early Termination Date: 5, or in respect of an Emerging Market Disruption Event only, 180 Valuation Date: 5, or in respect of an Emerging Market Disruption Event only, 180 Issuer Call Date: Not Applicable Not Applicable EUR (i) Following an Early Termination Event, the fifth Business Day following the relevant Secondary Valuation Dates and otherwise (ii) the fifth Business Day following the Final Valuation Date Standard Currency: As stated in Product Condition 1 Underlying Currency: EUR Valuation Date(s): (i) the Pricing Date and 29 May 2012 (the Primary Valuation Dates ), (ii) 31 May 2013 and 2 June 2014 (the Secondary Valuation Dates ), or if such day is not a Trading Day, the next succeeding Valid Valuation Date and (iii) 27 May 2015 (the Final Valuation Date ), or if such day is not a Trading Day, the next succeeding Valid Valuation Date, and in respect of the Secondary Valuation Dates and the Final Valuation Date, the Trading Day immediately preceding such day, unless in the determination of the Calculation Agent, a Market Disruption Event has occurred on any such day, in which case, the applicable Valuation Date shall be the first succeeding Valid Valuation Date on which the Calculation Agent determines that there is no Market Disruption Event, unless the Calculation Agent determines that there is a Market Disruption Event occurring on each of the Relevant Number of Trading Days immediately following the original date which (but for the Market Disruption Event) would have been a Valuation Date. In that case (i) the last day of the Relevant Number of Trading Days shall be deemed to be the Valuation Date (regardless of the Market Disruption Event); and (ii) the Calculation Agent shall determine the Final Reference Price having regard to the then prevailing market conditions, the last reported trading price of the Shares and such other factors as the Calculation Agent determines to be relevant 8

14 Valuation Time: Amendments to General Conditions and/or Product Conditions: Where: Valid Valuation Date means a Trading Day on which another Valuation Date does not or is deemed not to occur The time with reference to which the Index Sponsor calculates the closing level of the Index The following provisions apply ONLY in the event of listing on SeDeX: (A) 1. General Condition 3(a) is amended by deleting the following words in the second sentence: less the cost to the Issuer of unwinding any related hedging arrangements ; 2. General Condition 5(b) is amended by deleting the following words in the second sentence: or it has otherwise become undesirable, for any reason, and by deleting the following words in the final sentence may and but are not limited to, ; 3. General Condition 5(b)(i) is deleted and replaced with the words: Intentionally left blank ; 4. General Condition 5(b)(ii) is deleted and replaced with the words: Intentionally left blank ; 5. General Condition 5(b)(iv) is deleted and replaced with the words: Intentionally left blank ; 6. General Condition 5(b)(v) is deleted and replaced with the words: Intentionally left blank ; 7. General Condition 5(c)(i) is amended by deleting the following words in the second sentence: less the cost to the Issuer of unwinding any related hedging arrangements ; 8. General Condition 5(d) is deleted and replaced with the words: Intentionally left blank ; 9. General Condition 7(a) (ii) (iii) and (iv) are deleted in their entirety and replaced with the words: Intentionally left blank ; 10. General Condition 7(b) is deleted in its entirety and replaced with the following: Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification. 11. Product Conditions - Relating to Index Express Certificates are amended by deleting Product Condition 3(d) in its entirety and replacing it with the following: Cash Settlement. Upon exercise, termination pursuant to an Issuer Call or following an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date either: (i) The Cash Amount; or 9

15 (ii) The Issuer Call Cash Amount, following an Issuer Call; or (iii) The Early Termination Amount, following an Early Termination Event. 12. Product Conditions - Relating to Index Express Certificates, Product Condition 3(i) is deleted and replaced with the words: Intentionally left blank ; 13. Product Conditions - Relating to Index Express Certificates, Product Condition 3(j) is deleted and replaced with the words: Intentionally left blank ; 14. Product Conditions - Relating to Index Express Certificates, Product Condition 3(k) is amended by deleting the following words: for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice ; 15. Product Conditions - Relating to Index Express Certificates, Product Condition 3(l) is deleted and replaced with the words: Intentionally left blank ; 16. Product Conditions - Relating to Index Express Certificates, Product Condition 3(m) is deleted and replaced with the words: Intentionally left blank ; and 17. Product Conditions - Relating to Index Express Certificates, Product Condition 4(d) is deleted in its entirety and replaced with the following: The Calculation Agent may make adjustments to the Conditions in order to account for any such event if it considers it appropriate to do so. The Calculation Agent shall, as soon as practicable after receipt of any written request to do so, advise a Holder of any determination made by it pursuant to this Product Condition 4 on or before the date of receipt of such request. The Calculation Agent shall make available for inspection by Holders copies of any such determinations. In making any such determinations or calculations, the Calculation Agent shall act at all times in good faith and a commercially reasonable manner, with an aim of neutralising the distorting effects of such event. Amendments to the Offering Procedure for the Securities: ISIN: Common Code: Fondscode: WKN: Other Securities Code: (B) Renunciation of payment of the Cash Amount : The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the Dichiarazione di Rinuncia ) to renounce receipt of the Cash Amount, executed according to the attached Annex to the Final Terms and containing all the key characteristics of the RBS Express 9% BancoPosta (to specify the relevant Series of Securities), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Final Valuation Date. None GB00B7NN0F99 Not Applicable Not Applicable Not Applicable Sedol Code: B7NN0F9 10

16 Sales Restriction: The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ( Securities Act ) and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. person may at any time trade or maintain a position in the Securities. INFORMATION ON THE UNDERLYING Performance of Underlying/formula/ other variable, explanation of effect on value of investment and associated risks and other information concerning the Underlying: General: Fluctuations in the value of the Underlying will have an effect on the value of the Securities throughout the life of the Securities and at maturity/expiration. The value of the Underlying may go down or up throughout the life of the Securities. Payments prior to maturity/expiration: The features listed below may also affect payments made prior to the scheduled maturity/expiration date. Positive Correlation: All other things being equal, positive performance of the Underlying will have a positive effect on the value of the Securities at maturity/expiration, and negative performance of the Underlying will have a negative effect on the value of the Securities at maturity/expiration. No Capital Protection: All other things being equal, the value or performance of the Underlying will affect the value of the Securities at maturity/expiration, to such an extent that the value of the Securities at maturity/expiration may be zero. Autocallable: If the value or performance of the Underlying on a specified date meets certain specified conditions, it will affect the value of the Securities, and will potentially lead to the automatic termination of the Securities prior to its scheduled maturity/expiration Page where information about the past and future performance of the Underlying and its volatility can be obtained: Index disclaimer(s): Bloomberg code: SX5E <INDEX> Italian Newspaper: Il Sole 24 Ore ( STOXX and its licensors (the Licensors ) have no relationship to the Issuer, other than the licensing of the Euro STOXX 50 Index and the related trademarks for use in connection with the Securities. STOXX and its Licensors do not: 11

17 Sponsor, endorse, sell or promote the Securities. Recommend that any person invest in the Securities or any other securities. Have any responsibility or liability for or make any decisions about the timing, amount or pricing of the Securities. Have any responsibility or liability for the administration, management or marketing of the Securities. Consider the needs of the Securities or the owners of the Securities in determining, composing or calculating the Euro STOXX 50 Index or have any obligation to do so. STOXX and its Licensors will not have any liability in connection with Securities. Specifically, STOXX and its Licensors do not make any warranty, express or implied and disclaim any and all warranty about: The results to be obtained by the Securities, the owner of the Securities or any other person in connection with the use of the Euro STOXX 50 Index and the data included in the Euro STOXX 50 Index; The accuracy or completeness of the Euro STOXX 50 Index and its data; The merchantability and the fitness for a particular purpose or use of the Euro STOXX 50 Index and its data; STOXX and its Licensors will have no liability for any errors, omissions or interruptions in the Euro STOXX 50 Index or its data; Under no circumstances will STOXX or its Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur. The licensing agreement between the Issuer and STOXX is solely for their benefit and not for the benefit of the owner of the Securities or any other third parties. 12

18 ADDITIONAL INFORMATION The statements herein regarding taxation are based on the laws in force in Italy as at the date of this Final Terms and are subject to any changes in law occurring after such date, which changes could be made on a retroactive basis. The following summary does not purport to be a comprehensive description of all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of the Securities and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as dealers in securities or commodities) may be subject to special rules. Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences of their interest in the Securities. With regard to certain innovative or structured financial instruments there is currently neither case law nor comments of the Italian tax authorities as to the tax treatment of such financial instruments. Accordingly, it cannot be excluded that the Italian tax authorities and courts or Italian intermediaries may adopt a view different from that outlined below. Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461 of 21 November 1997, as subsequently amended, where the Italian resident Holder is (i) an individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a non commercial partnership with the exception of general partnership, limited partnership and similar entities, (iii) a non-commercial private or public institution, or (iv) an investor exempt from Italian corporate income taxation, capital gains realised under the sale or the exercise of the Securities are subject to a 20 per cent. substitute tax. Particular provisions apply to Securities held or managed by a qualified intermediary; the recipient may opt for two different tax regime: (1) under the "risparmio amministrato" regime, Italian resident individuals holding the Securities not in connection with an entrepreneurial activity may elect to pay the imposta sostitutiva separately on each capital gains realised on the Securities; (2) under the "risparmio gestito" regime any capital gains realised or accrued by the Italian resident individuals holding the Securities not in connection with an entrepreneurial activity who have entrusted the management of their financial assets, including the Securities, will be included in the computation of the annual increase in value of the managed assets accrued, even if not realised, at year end, subject to a 20 per cent. substitute tax, to be paid by the managing authorised intermediary. Under some conditions and limitations, Holders may set off capital losses (decrease in value for the risparmio gestito regime) with capital gains (increase in value for the risparmio gestito regime). Capital losses realised (decrease in value accrued for the risparmio gestito regime) before 1 January 2012 may be carried forward to be offset against subsequent capital gains (increase in value accrued for the risparmio gestito regime) of the same nature for an overall sum of 62.5 per cent. of the relevant amount. Where an Italian resident Holder is a company or similar commercial entity, or the Italian permanent establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains arising from the Securities will not be subject to imposta sostitutiva, but must be included in the relevant Holder's income tax return and are therefore subject to Italian corporate tax. Capital gains realised by non-italian resident Holders are not subject to Italian taxation, provided that the Securities (i) are transferred on regulated markets, or (ii) if not transferred on regulated markets, are held outside of Italy. It is worth noting that, in accordance with a different interpretation of current tax law, there is a remote possibility that the Securities would be considered as 'atypical' securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as implemented by Law No. 649 of 25 November In this event, payments relating to Securities may be subject to an Italian withholding tax, levied at the rate of 20 per cent. The withholding tax mentioned above does not apply to payments made to a non-italian resident Holder and to an Italian resident Holder which is (i) a company or similar commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial partnership, or (iii) a commercial private or public institution. Stamp duty 13

19 Pursuant to Article 19(1) of Decree No. 201 of 6 December 2011 ("Decree 201"), a proportional stamp duty applies on an annual basis to the periodic reporting communications sent by financial intermediaries to their clients for the Securities deposited therewith. The stamp duty applies at a rate of 0.1 per cent. for year 2012 and at 0.15 per cent. for subsequent years; this stamp duty is determined on the basis of the market value or if no market value figure is available the nominal value or redemption amount of the Securities held. The stamp duty can be no lower than and, for the year 2012 only, it cannot exceed 1,200. Although the stamp duty is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. Under a preliminary interpretation of the law, it may be understood that the stamp duty applies both to Italian resident and non-italian resident Holders, to the extent that the Securities are held with an Italian-based financial intermediary. Wealth Tax on securities deposited abroad Pursuant to Article 19(18) of Decree 201, Italian resident individuals holding the Securities outside the Italian territory are required to pay an additional tax at a rate of 0.1 per cent. for 2011 and 2012, and at 0.15 per cent. for subsequent years. This tax is calculated on the market value of the Securities at the end of the relevant year or if no market value figure is available the nominal value or the redemption value of such financial assets held outside the Italian territory. Taxpayers are entitled to an Italian tax credit equivalent to the amount of wealth taxes paid in the State where the financial assets are held (up to an amount equal to the Italian wealth tax due). Although the wealth tax is already applicable, certain aspects of the relevant discipline should be clarified and implemented by a Decree of the Ministry of Economy and Finance. NO SIGNIFICANT CHANGE AND NO MATERIAL ADVERSE CHANGE There has been no significant change in the trading or financial position of the Issuer Group taken as a whole since 31 December 2011 (the end of the last financial period for which audited financial information of the Issuer Group has been published). There has been no material adverse change in the prospects of the Issuer Group taken as a whole since 31 December 2011 (the date of the last published audited financial information of the Issuer Group). RESPONSIBILITY The Issuer accepts responsibility for the information contained in the Base Prospectus, as completed and/or amended by these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Material changes since the date of the Base Prospectus will trigger the need for a supplement under Article 16 of Directive 2003/71/EC which will be filed with both the AFM and the SIX Swiss Exchange. FURTHER ADDITIONAL INFORMATION (i) Name of relevant third party distributor/s: The Securities shall be placed/offered in Italy to retail investors through Poste Italiane S.p.A., acting also as lead manager (Responsabile del Collocamento) pursuant to article 93-bis of the Italian Legislative Decree n. 58 of 24 February (ii) Pursuant to applicable laws and regulations, any potential conflict of interest of the third party distributor shall be immediately brought to the attention of prospective purchasers by the third party distributor referred to above. (iii) Minimum trading size: 1 Security 14

20 (iv) The Issue Price may be subdivided, from a financial viewpoint, in the component shown here below, as referred to at 16 April Before of the Issue Date the value of such components might change as a consequence of variations in the market conditions, save that (i) the Issue Price will in all cases be equal to EUR 100 including the fees shown here below and (ii) the below placement fee will in all cases be fixed up to a maximum value of 1.50% of the Issue Price: Issue Price: EUR 100 Value of the derivative component: 98.50% of EUR 100 Placement fees: 1.50% of EUR

21 Annex Modulo - Dichiarazione di rinuncia all esercizio (Facsimile) RBS Express 9% BancoPosta I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto. A [Intermediario presso cui il portatore detiene il proprio conto] Nome e Ragione/denominazione sociale dell Intermediario [Att: Nome del responsabile dell ufficio titoli] [numero di fax ufficio titoli] A BNP Paribas, Filiale di Milano Corporate Actions Tel: (+39) Fax: (+39) Copia a: The Royal Bank of Scotland plc Att.ne di Mark Tyson/Valentina Milano Tel.: +44 (0) Fax: + 44 (0)

22 RBS Express 9% BancoPosta (di seguito, Certificates) Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara: A. di rinunciare in modo irrevocabile all esercizio dei Certificates con le caratteristiche di seguito descritte; B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all esercizio. (Il Portatore dei Certificates) (Cognome e nome o ragione/denominazione sociale) (Via e numero civico) (Comune, provincia) (Telefono) Serie dei Certificates Codice ISIN dei Certificates Numero dei Certificates, di cui si rinuncia all esercizio. Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana). Luogo e data Sottoscrizione (sottoscrizioni) del Portatore dei Certificates 17

23 Borsa Italiana S.p.A F.I.& Securitised Derivative Listing Piazza degli Affari, Milano Londra, 29 maggio 2012 Oggetto: The Royal Bank of Scotland plc. RBS Express 9% BancoPosta (ISIN GB00B7NN0F99) Comunicazione dell Initial Reference Price, del Barrier Level e del numero di certificati emessi. L Emittente The Royal Bank of Scotland plc con la presente comunica nella sottostante tabella l Initial Reference Price del sottostante relativo ai certificates in oggetto, nonchè il relativo Barrier Level, precisando che il numero di cerificates emessi è di 10,000. Certificate Initial Reference Price Barrier Level RBS Express 9% BancoPosta 2154, ,469 The Royal Bank of Scotland plc

24 CONDITIONS: PRODUCT CONDITIONS RELATING TO INDEX EXPRESS CERTIFICATES The Product Conditions which follow relate to the Securities and must be read in conjunction with, and are subject to, the applicable Final Terms and the General Conditions (whether or not attached to this document). The applicable Final Terms, the Product Conditions and the General Conditions together constitute the Conditions of the Securities and will be printed on any Definitive Securities and attached to any Global Security representing the Securities. 1. DEFINITIONS Agent means each of the Principal Agent and Agent(s), each as specified in the applicable Final Terms, and/or The Royal Bank of Scotland N.V., Amsterdam, Zurich Branch, Lerchenstrasse 24, P.O. Box 2921, 8022 Zurich, Switzerland (the Swiss Agent ), each acting through its specified office and together, the Agents, which expression shall include any other Agent appointed pursuant to the provisions of General Condition 12; Basket means, unless Basket is specified as Not Applicable in the applicable Final Terms, the basket specified as such in the definition of the relevant Series in the applicable Final Terms, subject to Product Condition 4; Basket Constituent means each Certificate or Index specified in the definition of the relevant Series in the applicable Final Terms; Business Day means, unless otherwise specified in the definition of the relevant Series in the applicable Final Terms, a day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in London and a day on which each Clearing Agent is open for business; Calculation Period means unless otherwise specified in the definition of the relevant Series in the applicable Final Terms, the number of calendar days from (but excluding) an Exchange Business Day to (and including) the next following Exchange Business Day; Cash Amount means the amount specified as such in, or an amount determined by the Calculation Agent in accordance with the formula specified as such in, the definition of the relevant Series in the applicable Final Terms, less Expenses. The Cash Amount shall be converted into the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest two decimal places in the Settlement Currency, being rounded downwards; 385

25 Certificate means, unless Certificate is specified as Not Applicable in the applicable Final Terms, the certificate or certificates specified as such in the definition of Basket or in the definition of the relevant Series in the applicable Final Terms; Clearing Agent means each clearing agent and clearance system specified as such in the applicable Final Terms and such further or alternative clearing agent(s) or clearance system(s) as may be approved by the Issuer from time to time and notified to the Holders in accordance with General Condition 4 (each a Clearing Agent and together the Clearing Agents ); Coupon means an interest coupon attached to each Security (if in definitive form) (if any) representing an entitlement in respect of an Interest Amount; Current Barrier Level means, unless otherwise specified in the definition of the relevant Series in the applicable Final Terms, an amount calculated on each Reset Date (which shall be deemed to be a monetary value in the Underlying Currency), subject to adjustment in accordance with Product Condition 4, determined by the Calculation Agent in its sole and absolute discretion, as: (a) if Express Long is specified as being Applicable in the definition of the relevant Series in the applicable Final Terms: (i) (ii) the Current Strike Level on the current Reset Date; plus the Current Premium multiplied by the Current Strike Level on the current Reset Date; or (b) if Express Short is specified as being Applicable in the definition of the relevant Series in the applicable Final Terms: (i) (ii) the Current Strike Level on the current Reset Date; minus the Current Premium multiplied by the Current Strike Level on the current Reset Date. The Current Barrier Level shall be rounded in the manner specified in the applicable Final Terms. The Current Barrier Level on the Launch Date shall be the amount specified as such in the definition of the relevant Series in the applicable Final Terms; Current Premium means the percentage specified as such in the definition of the relevant Series in the applicable Final Terms; Current Spread means the percentage specified as such in the definition of the relevant Series in the applicable Final Terms; Current Strike Level means, subject to adjustment in accordance with Product Condition 4 386

26 and unless otherwise specified in the definition of the relevant Series in the applicable Final Terms, an amount (which shall be deemed to be a monetary value in the Underlying Currency) determined by the Calculation Agent, on each Exchange Business Day, in accordance with the following formula: (a) (b) (c) the Current Strike Level on the previous Exchange Business Day; plus Funding Cost; and minus Notional Dividend Amounts. The Current Strike Level will be rounded to the nearest two decimal places in the Underlying Currency, being rounded upwards. The Current Strike Level on the Launch Date is the level specified as such in the definition of the relevant Series in the applicable Final Terms; Early Termination Amount means the amount or amounts (if any) specified as such in the definition of the relevant Series in the applicable Final Terms, as determined by or on behalf of the Calculation Agent; Early Termination Date means the date or dates (if any) specified as such in the definition of the relevant Series in the applicable Final Terms or, if any such day is not a Trading Day, the next following Trading Day unless, in the determination of the Calculation Agent, a Market Disruption Event has occurred on any such day, in which case the applicable Early Termination Date shall be the first succeeding Trading Day on which the Calculation Agent determines that there is no Market Disruption Event, unless the Calculation Agent determines that there is a Market Disruption Event occurring on each of the Relevant Number of Trading Days immediately following the original date which (but for the Market Disruption Event) would have been an Early Termination Date. In that case (i) the last day of the Relevant Number of Trading Days shall be deemed to be the Early Termination Date (regardless of the Market Disruption Event); and (ii) the Calculation Agent shall determine the Final Reference Price having regard to the then prevailing market conditions, the last reported trading price of the Shares or Certificate as applicable, and such other factors as the Calculation Agent determines to be relevant; Early Termination Event means the event or events (if any) specified as such in the definition of the relevant Series in the applicable Final Terms, as determined by or on behalf of the Calculation Agent; Emerging Market Disruption Event means, unless otherwise specified in the definition of the relevant Series in the applicable Final Terms, each of the following events: (i) Moratorium. A general moratorium is declared in respect of banking activities in the country in which the Exchange or any Related Exchange is located or in the principal 387

27 financial centre of the Relevant Currency; or (ii) (iii) (iv) (v) (vi) (vii) Price Source Disruption. It becomes impossible to obtain the Relevant Currency Exchange Rate on any relevant date, in the inter-bank market; or Governmental Default. With respect to any security or indebtedness for money borrowed or guaranteed by any Governmental Authority, there occurs a default, event of default or other similar condition or event (howsoever described) including, but not limited to, (A) the failure of timely payment in full of principal, interest or other amounts due (without giving effect to any applicable grace periods) in respect of any such security indebtedness for money borrowed or guarantee, (B) a declared moratorium, standstill, waiver, deferral, repudiation or rescheduling of any principal, interest or other amounts due in respect of any such security, indebtedness for money borrowed or guarantee or (C) the amendment or modification of the terms and conditions of payment of any principal, interest or other amounts due in respect of any such security, indebtedness for money borrowed or guarantee without the consent of all holders of such obligation. The determination of the existence or occurrence of any default, event of default or other similar condition or event shall be made without regard to any lack or alleged lack of authority or capacity of such Governmental Authority to issue or enter into such security, indebtedness for money borrowed or guarantee; or Inconvertibility/non-transferability. The occurrence of any event which (A) generally makes it impossible to convert the currencies in the Relevant Currency Exchange Rate through customary legal channels for conducting such conversion in the principal financial centre of the Relevant Currency or (B) generally makes it impossible to deliver the Relevant Currency from accounts in the country of the principal financial centre of the Relevant Currency to accounts outside such jurisdiction or the Relevant Currency between accounts in such jurisdiction or to a party that is a non-resident of such jurisdiction; or Nationalisation. Any expropriation, confiscation, requisition, nationalisation or other action by any Governmental Authority which deprives the Issuer (or any of its affiliates) of all or substantially all of its assets in the country of the principal financial centre of the Relevant Currency; or Illiquidity. It is impossible to obtain a firm quote for the Relevant Currency Exchange Rate for an amount which the Issuer considers necessary to discharge its obligations under the Securities; or Change in Law. A change in law in the country of the principal financial centre of the 388

28 Relevant Currency which may affect the ownership in and/or the transferability of the Relevant Currency; or (viii) Imposition of Tax/Levy. The imposition of any tax and/or levy with punitive character which is imposed in the country of the principal financial centre of the Relevant Currency; or (ix) (x) Unavailability of Settlement Currency. The unavailability of the Settlement Currency in the country of the principal financial centre of the Relevant Currency, or where the Settlement Currency is the Relevant Currency, the unavailability of the Relevant Currency in the principal financial centre of any other applicable currency; or Any other event similar to any of the above, which could make it impracticable or impossible for the Issuer to perform its obligations in relation to the Securities; Entitlement means the number specified as such in the definition of the relevant Series in the applicable Final Terms, subject to any adjustment in accordance with Product Condition 4; Exchange means the exchange or quotation system from which the Index Sponsor takes the prices of the Shares to compute the relevant Index or any successor to such exchange or quotation system; Exchange Business Day means each day specified as such in the definition of the relevant Series in the applicable Final Terms; Exchange Rate means the rate of exchange between the Underlying Currency and the Settlement Currency as determined by the Calculation Agent by reference to such sources as the Calculation Agent may reasonably determine to be appropriate at such time; Exercise means a Holder s right to exercise the Securities, in accordance with Product Condition 3; Exercise Date means the date specified as such in the definition of the relevant Series in the applicable Final Terms; Expenses means all taxes, duties and/or expenses, including all applicable depository, transaction or exercise charges, stamp duties, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties, arising in connection with (i) the exercise of such Security and/or (ii) any payment or delivery due following exercise or otherwise in respect of such Security; Final Reference Price means the level specified as such in the definition of the relevant Series in the applicable Final Terms, as determined by or on behalf of the Calculation Agent 389