RNS Number:6065S
First Active PLC
27 November 2003

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM UNITED STATES, AUSTRALIA, CANADA OR JAPAN


First Active plc

27 November 2003


     Recommended Acquisition of First Active plc by Ulster Bank Limited, a
        wholly-owned subsidiary of The Royal Bank of Scotland Group plc

by means of a Scheme of Arrangement under Section 201 of the Companies Act, 1963
of Ireland




                                 VOTING RESULTS




First Active plc ('First Active' or the 'Company') announces that 57,127,940
First Active Shares, representing 98.59 per cent. of the total number of First
Active Shares voted (either in person or by proxy) were voted in favour of the
Scheme to implement the acquisition of the Company by Ulster Bank Limited at
Euro6.20 per First Active Share at today's First Court Meeting.


At the EGM, all resolutions were passed by the required majorities.




Responsibility Statement

The directors of First Active accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
directors of First Active, the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.


The directors of RBS accept responsibility for the information contained in this
announcement insofar as it relates to members of the RBS Group. To the best of
the knowledge and belief of the directors of RBS, the information contained in
this announcement for which they accept responsibility is in accordance with the
facts and does not omit anything likely to affect the import of such
information.




JPMorgan and Davy Corporate Finance are acting for First Active and no-one else
in connection with the Acquisition and will not be responsible to anyone other
than First Active for providing the protections afforded to clients of JPMorgan
and Davy Corporate Finance or for providing advice in relation to the
Acquisition.


Merrill Lynch is acting for RBS and no-one else in connection with the
Acquisition and will not be responsible to anyone other than RBS for providing
the protections afforded to clients of Merrill Lynch or for providing advice in
relation to the Acquisition.




Terms defined in the Scheme Circular have the same meaning in this announcement.




Enquiries:

JPMORGAN      Telephone: +44 20 7742 4000

Terence Eccles

Alexander Justham

DAVY CORPORATE FINANCE      Telephone: +353 1 679 6363

Hugh McCutcheon

Eugenee Mulhern

GIBNEY COMMUNICATIONS      Telephone: +353 1 661 0402

(PR Advisers to First Active)

Ita Gibney

Jamie Kennedy


THE ROYAL BANK OF SCOTLAND

Howard Moody (Press Enquiries)      Telephone: +44 131 523 2056

Richard O'Connor (Investor Relations)      Telephone: +44 20 7672 1758

MERRILL LYNCH      Telephone: +44 20 7628 1000

Matthew Greenburgh

Henrietta Baldock



END




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