direct/ FORTIS (BE) - Fortis, RBS and Santander/Proposed Offer for ABN AMRO

Proposed Offer for ABN AMRO of EUR38.40 per ABN AMRO Share[1]

PRESS RELEASE

OVERVIEW OF PROPOSED OFFER
(Details of each Bank´s plans are also set out in separate announcements accompanying this document)

29 May 2007

Superior value for ABN AMRO shareholders
Significant benefits for customers and employees

29 May 2007- Fortis, RBS and Santander (collectively, the "Banks") Offer Superior Value for ABN AMRO Shareholders, Significant Benefits for Customers and Employees

* PROPOSED OFFER VALUES ABN AMRO AT EUR38.40 PER ABN AMRO SHARE
* TOTAL VALUE OF EUR71.1 BILLION, WITH 79% OF CONSIDERATION IN CASH[2]

1. Transaction expected to lead to substantial value creation

* ABN AMRO contains good businesses widely spread across a range of attractive markets, but seeks combination with partner
* Combined businesses expected to have enhanced market presence and growth prospects with the Banks as partners
* Greater and more certain transaction benefits than with a single partner

2. Banks confirm the terms of their proposed Offer

* EUR30.40 in cash plus 0.844 New RBS Shares for each ABN AMRO Share[3]
* Valued at EUR38.40 per ABN AMRO Share, a 13.7% premium to the value of Barclays´ proposed offer[4]
* Total value of EUR71.1 billion; EUR8.6 billion higher than Barclays´ proposed offer[5]
* Approximately 79% of the consideration in cash, providing greater certainty of value than Barclays´ proposed offer
* Proposed Offer not subject to any financing condition, with capital raisings fully underwritten
* Proposed Offer conditional, inter alia, on result of ABN AMRO shareholder vote on sale of LaSalle
* Consideration includes EUR1.00 in cash to be retained by the Banks pending resolution of the LaSalle Situation

3. Orderly business reorganisation expected to result in stronger businesses

* Fortis (33.8% of consideration, EUR24.0 billion)[6]: Will create a market leader in Benelux, while capitalising on the ABN AMRO brand, and extend the international growth potential in Fortis´ wealth and asset management platforms
* RBS (38.3% of consideration, EUR27.2 billion)1: Will create a strengthened platform for growth outside the UK, leading corporate and institutional bank globally, leading retail and commercial bank in the US and accelerated opportunities in Asia
* Santander (27.9% of consideration, EUR19.9 billion)1: Will create a top 3 bank in Brazil and establish retail presence in the Italian market
* RBS will lead the reorganisation, with shared assets being managed for value

4. Expected benefits for customers and employees

* Customers will gain from enhanced presence, product strengths and distribution capabilities, and increased scale and efficiency
* Consortium plan creates sustainable platforms for increased long-term job creation and enhanced opportunities for employees
* No plans for significant offshoring of jobs
* Fewer employees expected to lose their jobs than with Barclays´ proposals

5. Banks expected to generate substantial transaction benefits

* Aggregate estimated cost savings of EUR4.23 billion by the end of 2010
* Aggregate estimated profit enhancements from revenue benefits of EUR1.22 billion by the end of 2010
* Benefits well balanced across activities and geographic regions

6. Banks´ extensive experience and proven track records reduce integration risk

* Extensive knowledge of markets in which ABN AMRO has major businesses
* Strong track records in large scale integration
* Projected synergies based on achievable objectives

7. Value and EPS enhancing for the Banks[7]

* Fortis: expected to be 4.3% cash EPS enhancing by the end of 2010, expected return on investment on a cash basis of 11.2% in 2010
* RBS: expected to be 7.3% adjusted EPS enhancing by the end of 2010, expected return on investment of 13.5% in 2010
* Santander: expected to be 5.3% EPS enhancing by the end of 2010, expected return on investment of 12.7% in 2010

Superior value for ABN AMRO shareholders
Significant benefits for customers and employees

[1] Proposed Offer for all outstanding ABN AMRO Shares comprising EUR30.40 in cash plus 0.844 New RBS Shares, including EUR1.00 in cash to be retained by the Banks pending resolution of the LaSalle Situation, based on the price of RBS Shares of 642.5p at the close of business on 25 May 2007

[2] Based on undiluted number of shares, as set out in Appendix IV, and on the price of RBS Shares of 642.5p at the close of business on 25 May 2007

[3] Including EUR1.00 in cash to be retained by the Banks pending resolution of the LaSalle Situation

[4] Based on the price of Barclays ordinary shares of 712.5p at the close of business on 24 April 2007, the day before the Banks first announced details of their proposals including a price indication, and on the price of RBS Shares of 642.5p at the close of business on 25 May 2007

[5] Based on undiluted number of shares, as set out in Appendix IV, and on the price of Barclays ordinary shares of 712.5p at the close of business on 24 April 2007, the day before the Banks first announced details of their proposals including a price indication, and on the price of RBS Shares of 642.5p at the close of business on 25 May 2007

[6] Share of consideration including share of consideration for shared assets, as set out in Section 2, and based on undiluted number of shares, as set out in Appendix IV

[7] Further details are set out in Section 7

PDF Version-Consortium and Fortis proposal
http://hugin.info/134212/R/1129312/210476.pdf

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