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direct/ FORTIS (BE) - Fortis shareholders to vote on 6 August on proposed offer for ABN AMRO and capital increase

07-02-2007 01:25 PM CET | Business, Economy, Finances, Banking & Insurance

Press release from: FORTIS (BE)

Fortis - together with Royal Bank of Scotland and Banco Santander - intends to launch a public offer for 100% of the issued and outstanding share capital of ABN AMRO Holding N.V. As of Monday 2 July, Fortis will invite its shareholders to Extraordinary General Meetings of Shareholders (EGMs) to be held on 6 August 2007 in order to allow them to vote on the proposed offer for ABN AMRO and on the capital increase.

Agenda

Fortis intends to partly finance its participation in the offer consideration by raising up to EUR 15 billion of new equity via a rights issue. By means of this rights issue Fortis will offer its shareholders the opportunity to buy new Fortis shares in proportion to their existing holdings. Since these new shares will be offered at a discount to the market price, the subscription rights have a value in themselves and can be traded separately. Moreover, the holdings of those shareholders who take up their rights will not be diluted.

The Extraordinary General Meetings of Shareholders will therefore vote on the following items:

* the participation of Fortis in the proposed offer for ABN AMRO

* an amendment to the articles of association in order to grant the Board of Directors authorisation to increase the share capital of both Fortis SA/NV and Fortis N.V. in order to finance the offer

Fortis will hold the Extraordinary General Meetings of Shareholders in Brussels at 9.15am CET (Fortis SA/NV) and in Utrecht at 3pm CET (Fortis N.V.).

A detailed agenda and relevant documents will be published on 2 and 13 July at www.fortis.com.

Calendar

Since experience in recent years indicates that the quorum of 50% of the issued and outstanding capital - which is required to amend the articles of association in order to allow an increase in the authorised capital - will not be reached at the first EGM of 26 July (EGM I), Fortis is convening a second meeting (EGM II) at which this 50% quorum will no longer be required, but at which a resolution in this respect will need to be passed with a 75% majority.

EGM I 26 July 2007

02/07/2007 Notice of EGM (concerning the increase in authorised capital)
19/07/2007 Deadline for registration of shareholders
20/07/2007 Probable announcement that, based on registrations, the quorum has not been attained
26/07/2007 First EGM cannot pass the proposed resolution because of lack of quorum

EGM II 6 August 2007

13/07/2007 First notice of EGM (concerning approval of the bid for ABN AMRO shares)
20/07/2007 Second notice of EGM (concerning approval of the increase in authorised capital - in the event that EGM I fails to reach a quorum)
30/07/2007 Deadline for registration of shareholders
06/08/2007 Second EGM: resolutions to approve the bid for ABN AMRO and to increase the authorised capital, the latter with a 75% majority

Fortis is an international financial services provider engaged in banking and insurance. We offer our personal, business and institutional customers a comprehensive package of products and services through our own channels, in collaboration with intermediaries and through other distribution partners. With a market capitalisation of EUR 40.3 billion (31/05/2007), Fortis ranks among the 20 largest financial institutions in Europe. Our sound solvency position, our presence in 50 countries and our dedicated, professional workforce of 60,000 enable us to combine global strength with local flexibility and provide our clients with optimum support. More information is available at www.fortis.com.

Press Offices

Brussels +32 (0)2 565 35 84
Utrecht +31 (0)30 226 32 19

Investor Relations

Brussels +32 (0)2 565 53 78
Utrecht +31 (0)30 226 32 20

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