Edgar Filing: ROYAL BANK OF SCOTLAND GROUP PLC

Form 6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For May 29, 2007

Commission File Number: 001-10306

The Royal Bank of Scotland Group plc

Business House F, Level 2

RBS, Gogarburn, PO Box 1000

Edinburgh EH12 1HQ, DEPOT CODE: 045

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F X Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes No X

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-

The following information was issued as Company announcements, in London, England and is furnished pursuant to General Instruction B to the General Instructions to Form 6-K:

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 29, 2007


THE ROYAL BANK OF SCOTLAND GROUP plc (Registrant)

By:		/s/ H Campbell
Name:		H Campbell
Title:		Head of Group Secretariat

Enclosures:

1.	Joint presentation to analysts by RBS, Fortis and Santander dated May 29, 2007

2.	RBS website pages dated May 29, 2007

UK002CPP 29/05/2007 15:31

Strictly confidential

Proposed Offer for ABN AMRO

Superior Value for Shareholders

Significant Benefits for Customers and Employees

May 2007

Enclosure No. 1

Slide 2

UK002CPP 29/05/2007 05:07

Important Information

In connection with the proposed Offer, RBS expects to file with the SEC a Registration Statement on Form F-4, which will constitute a prospectus, and the Banks expect to file with the SEC a Tender Offer Statement

Schedule

and

other

relevant

materials.

INVESTORS

ARE

URGED

READ

ANY

DOCUMENTS

REGARDING

THE

PROPOSED

OFFER

AND

WHEN

THEY

BECOME

AVAILABLE,

BECAUSE

THEY

WILL CONTAIN

IMPORTANT

INFORMATION.

Investors

will

able

obtain

copy

such

documents,

without

charge,

the

SEC's

website

(http://www.sec.gov)

once

such

documents

are

filed

with

the

SEC.

Copies of such documents may also be obtained from each Bank, without charge, once they are filed with the SEC.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be

unlawful prior

registration

qualification

under

the

securities

laws

any

such

jurisdiction.

This

press

release

not

offer

securities

for

sale

into

the

United

States.

offering

securities

shall

made

the United States except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom.

Capitalised terms used

but

not

otherwise

defined

herein

shall

have

the

respective

meanings

ascribed

thereto

the

Press

Release

issued

Fortis,

RBS

and

Santander

May

(the

“Press

Release”).

Forward-Looking Statements

This announcement includes certain "forward-looking statements". These statements are based on the current expectations of the Banks and are naturally subject to uncertainty and changes in certain

circumstances. Forward-looking statements include any statements related to the benefits or synergies resulting from a transaction with ABN AMRO and, without limitation, statements typically containing words such

as "intends", "expects", "anticipates", "targets", "plans", "estimates" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on

circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These

factors

include,

but

are

not

limited

to,

the

presence

competitive

offer

for

ABN

AMRO,

satisfaction

any

pre-conditions

conditions

the

proposed

Offer,

including

the

receipt

required

regulatory

and

anti-trust approvals,

the

successful

completion

the

Offer

any

subsequent

compulsory

acquisition

procedure,

the

anticipated

benefits

the

proposed

Offer

(including

anticipated

synergies)

not

being

realized,

the

separation and integration of ABN AMRO and its assets among the Banks and the integration of such businesses and assets by the Banks being materially delayed or more costly or difficult than expected, as well

as additional factors, such as changes in economic conditions, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation and government actions. Other unknown or

unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. None of the Banks undertake any obligation to update publicly or revise forward-looking statements,

whether as a result of new information, future events or otherwise, except to the extent legally required.

Other Information

Merrill Lynch

International,

which

authorised

and

regulated

the

United

Kingdom

the

Financial

Services

Authority

(the

“FSA”),

acting

financial

adviser

Fortis,

RBS

and

Santander

and

underwriter

for

Fortis, RBS

and

Santander,

and

acting

for

one

else

connection

with

the

proposed

Offer,

and

will

not

responsible

anyone

other

than

Fortis,

RBS

and

Santander

for

providing

the

protections

afforded

customers of Merrill Lynch International nor for providing advice to any other person in relation to the proposed Offer.

Fortis Bank

SA/NV,

which

authorised

and

regulated

Belgium

the

Compagnie

Bancaire

Financière

des

Assurances,

Greenhill

Co.

International

LLP,

which

authorised

and

regulated

the

United

Kingdom by

the

FSA

and

Fox-Pitt,

Kelton

Ltd,

which

authorised

and

regulated

the

United

Kingdom

the

FSA

are

acting

financial

advisers

Fortis.

Fortis

Bank

SA/NV,

Greenhill

Co.

International

LLP

and

Fox-Pitt, Kelton

Ltd

are

acting

for

one

else

connection

with

the

proposed

Offer,

and

will

not

responsible

anyone

other

than

Fortis

for

providing

the

protections

afforded

their

respective

customers

nor

for

providing advice

any

other

person

relation

the

proposed

Offer.

Fortis

Bank

SA/NV

and

Greenhill

Co.

International

LLP

are

acting

financial

adviser

connection

with

the

transaction

and

Fox-Pitt,

Kelton

Ltd is acting as financial adviser in connection with the financing of the transaction.

The Royal Bank of Scotland plc, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to RBS and is acting for no one else in connection with the proposed Offer, and will

not be responsible to anyone other than RBS for providing the protections afforded to customers of The Royal Bank of Scotland plc nor for providing advice to any other person in relation to the proposed Offer.

Santander Investment,

S.A.,

which

authorised

and

regulated

Spain

the

Banco

España

and

the

Comisión

Nacional

del

Mercado

Valores,

acting

financial

adviser

Santander

and

acting

for

one else

connection

with

the

proposed

Offer,

and

will

not

responsible

anyone

other

than

Santander

for

providing

the

protections

afforded

customers

Santander

Investment,

S.A.

nor

for

providing

advice

to any other person in relation to the proposed Offer.

NIBC Bank

N.V.,

which

authorised

and

regulated

the

Netherlands

the

AFM

and

DNB,

acting

financial

adviser

Santander

and

acting

for

one

else

connection

with

the

proposed

Offer,

and

will

not

be responsible

anyone

other

than

Santander

for

providing

the

protections

afforded

customers

NIBC

Bank

N.V.

nor

for

providing

advice

any

other

person

relation

the

proposed

Offer.

Any

Offer

made

into

the

United

States

will

only

made

the

Banks

and/or

RFS

Holdings

directly

dealer-manager

that

registered

with

the

SEC.

Slide 3

UK002CPP 29/05/2007 04:19

Offer Rationale

•

Good businesses and customer

franchises in attractive markets

•

Widely spread across many products

and geographies

•

Organisational complexity

•

Acknowledged need for partner

…Which the Banks Can Meet

Substantial value creation for all shareholders

Significant benefits for customers and employees

•

Comprehensive strategic fit with ABN

AMRO across its activities

•

Extensive knowledge of ABN AMRO’s

major markets

•

Proven records of integrating large

scale acquisitions and growing their

own businesses

ABN AMRO Challenges

Slide 4

UK002CPP 29/05/2007 09:47

Superior Value for Shareholders

•

Create stronger businesses with enhanced market presence and

growth prospects

•

Clear cost saving opportunities

•

Opportunities for sustainable increases in profitable revenue growth

Creates more certain transaction benefits

than with a single purchaser

•

Projected synergies are based on achievable objectives

Slide 5

UK002CPP 29/05/2007 04:19

Proposed Offer Terms

(1)

Including €1.00 in cash to be retained by the Banks pending resolution of the LaSalle Situation

(2)

Based on RBS share price of 642.5p at the close of business on 25 May 2007

(3)

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

(4)

Based on undiluted number of shares, as set out in Appendix IV of the Press Release

•

€30.40 in cash plus 0.844 New RBS Shares for each ABN

AMRO Share

(1)

•

Total of €38.40

(2)

per ABN AMRO Share, a 13.7% premium

(3)

to the value of Barclays’

proposed offer

•

Proposed Offer approximately 79% in cash

•

Proposed Offer values ABN AMRO at €71.1bn

(4)

•

Capital raisings fully underwritten; no financing conditions

Slide 6

UK002CPP 29/05/2007 04:19

LaSalle Bank

•

Proposed Offer pre-conditional / conditional (depending on timing) on:

–

Dutch Supreme Court upholding preliminary ruling of Dutch

Enterprise Chamber

–

ABN AMRO shareholders having declined to approve the Bank of

America Agreement

•

€1.00 in cash will be deferred pending resolution of the LaSalle

Situation

•

Banks would welcome opportunity of agreeing way forward with ABN

AMRO and Bank of America

Slide 7

UK002CPP 29/05/2007 04:51

Allocation of Businesses

•

Fortis

–

Netherlands

(excluding

former

Dutch

wholesale

clients,

Interbank

and

DMC

Consumer

Finance)

–

BU Private Clients globally

–

BU Asset Management globally

•

RBS

–

BU North America including LaSalle

–

BU Global Clients and wholesale clients in the Netherlands (including former Dutch wholesale

clients) and Latin America (excluding Brazil)

–

BU Asia (excluding Saudi Hollandi)

–

BU Europe (excluding Antonveneta)

•

Santander

–

BU Latin America (excluding wholesale clients outside Brazil)

–

Antonveneta

–

Interbank and DMC Consumer Finance

•

Shared Assets

–

Private

equity

portfolio,

stakes

Capitalia

and

Saudi

Hollandi,

and

Prime

Bank

–

Head Office and central functions

Slide 8

UK002CPP 29/05/2007 09:50

Consideration

(1)

Share of

Consideration

Profit

Before Tax

(2)

Fortis

€24.0bn

33.8%

€1.68bn

RBS

€27.2bn

38.3%

€1.72bn

Share of Consideration and Profit

(1)

Share of consideration including consideration for shared assets, as set out in Section 2 of the Press Release, and based on undiluted number of shares, as set out in

Appendix IV of the Press Release

(2)

Excludes €0.05 billion of profit before tax relating to central functions and shared assets. These estimates are based on the 2006 Annual Report & Accounts of ABN AMRO

adjusted for certain restructuring costs and other one-off or non-recurring items and on the estimates of the Banks. As the reorganisation of the ABN AMRO Group as set out

above

does

not

correspond

precisely

the

Business

Unit

definitions

ABN

AMRO's

2006

Annual

Report

Accounts,

these

estimates

are

not

audited

and

may

not

accurate. Further details on the calculation of these figures are set out in Appendix IV of the Press Release

Total

€71.1bn

100.0%

€4.95bn

Santander

€19.9bn

27.9%

€1.55bn

Slide 9

UK002CPP 29/05/2007 09:50

•

Unique opportunity to strengthen Benelux core competencies:

–

Creates market leader with more than 10 million customers

–

#1 in Benelux Retail and Commercial Banking

–

Superior customer reach and skills in commercial banking

–

Capitalising, as owner of the trademarks, on both ABN AMRO's

and

Fortis' brand in NL

Strong Combined Businesses

Fortis

•

Extension of international wealth management growth engine:

–

3rd largest European private bank

–

A dedicated, broad and differentiated offering

•

Expansion of asset management growth platform:

–

Top tier asset manager with more than €300 billion AUM

–

Larger geographic footprint and enhanced offering to third-party

distributors

Slide 10

UK002CPP 29/05/2007 04:19

•

Complementary and overlapping businesses:

–

RBS Global Banking & Markets + ABN AMRO Global Wholesale

Businesses

–

Citizens + LaSalle

–

RBS + ABN AMRO International Retail Businesses

Strong Combined Businesses (continued)

RBS

•

Accelerates delivery of existing RBS objectives:

–

Achieve global reach in corporate and institutional banking

–

Develop strong position with US mid-corporates

and commercials

–

Expand presence and activities in Asia-Pacific

•

Strengthens RBS’s

platform for growth outside UK

Slide 11

UK002CPP 29/05/2007 04:53

•

Brazil:

–

Creates a top 3 bank by network and loans, benefiting from enhanced

economies of scale

–

High

geographical

and

product

complementarity

between

both

franchises (Banco

Real and Santander Banespa)

Strong Combined Businesses (continued)

Santander

•

Italy:

–

Antonveneta is a strong franchise in an attractive market

–

Potential to improve operating efficiency and commercial performance

(e.g. mortgage lending, consumer finance, mutual funds)

–

Good platform from which to grow organically

•

Interbank

and DMC (consumer finance in the Netherlands):

–

Full integration into Santander Consumer Finance, which is already

present in 14 European countries including the Netherlands

Slide 12

UK002CPP 29/05/2007 04:55

Orderly Business Reorganisation

•

Day 1

–

ABN AMRO structurally unchanged; becomes a subsidiary of RBS, owned jointly by the Banks

–

Focus

providing

high

quality

service

customers

and

meeting

regulatory

requirements

•

Day 1-45

–

Validate base-lined plan for synergies and separation

–

Continue consultations with employee bodies and regulators

–

Begin separation of business units

•

IT systems

–

Transferred with the businesses they support

–

The

Banks

will

take

advantage

opportunities

create

greater

economic

value

sharing

platforms

•

Central functions and shared assets

–

Banks retain shared economic interest, managed for value

Slide 13

UK002CPP 29/05/2007 06:46

Orderly Business Reorganisation (continued)

BU Netherlands

BU North America ex LaSalle

BU Asia

BU Europe ex Antonveneta

ABN AMRO

Antonveneta

Banco

Real

Private

Clients

Asset

Management

LaSalle

Slide 14

UK002CPP 29/05/2007 04:19

Benefits for Customers and Employees

•

Benefits for Customers

–

Enhanced presence

–

Increased product strengths

–

Improved distribution capabilities

–

Minimal disruption to customer-facing activities

•

Benefits for Employees

–

Sustainable platforms for increased job creation

–

Fair appointment process based on merit and competencies

–

No significant increase in off-shored jobs

–

Fewer current employees expected to be affected than in Barclays’

proposal

–

Firm intention that job losses in the Netherlands will be through natural

turnover, redeployment and voluntary redundancy

Slide 15

UK002CPP 29/05/2007 04:19

Integration Track Record

Transaction

Total Cost

Savings

Promised

Total Cost

Savings Delivered

Fortis

Generale Bank

€675m

€861m (+28%)

RBS

NatWest

£1,420m

£2,030m (+43%)

Santander

Abbey National

€300m

(1)

€425m (+42%)

(1) Promised by end of second year after completion of the transaction

Slide 16

UK002CPP 29/05/2007 04:19

Expected Transaction Benefits: Summary

Cost Savings

per Annum

Profit from

Revenue

Benefits per

Annum

Total

Transaction

Benefits per

Annum

Integration

Costs

By end

of 2010

€1.54bn

€1.15bn

€0.19bn

€1.34bn

Fortis

€3.84bn

€2.01bn

€0.85bn

€2.86bn

RBS

€1.00bn

€0.86bn

€0.18bn

€1.04bn

Santander

€0.43bn

€0.21bn

Shared

Assets

€6.81bn

€4.23bn

€1.22bn

€5.45bn

Total

Slide 17

UK002CPP 29/05/2007 04:56

Attractive Returns

(1)

Adjusted for purchased intangibles amortisation

(2)

Return on investment defined as profit after tax excluding amortisation of intangibles plus post-tax transaction benefits over consideration plus post-tax

integration costs

(3)

Adjusted for purchased intangibles amortisation and integration costs

(4)

Expected

2010

earnings

(including

synergies)

divided

consideration

for

ABN

AMRO

businesses

plus

NPV

amortisation

Antonveneta

acquired

intangibles

Fortis

RBS

Santander

Estimated 2010

EPS Accretion

4.3%

(1)

7.3%

(3)

5.3%

Estimated 2010

Return on Investment

11.2%

(2)

13.5%

(2)

12.7%

(4)

Slide 18

UK002CPP 29/05/2007 06:46

Next Steps

•

July/August 2007, consistent with Dutch offer process:

–

Publication of Offer documentation, prospectuses and circulars to

shareholders of the Banks

–

Extraordinary General Meetings of shareholders of the Banks in

connection with the transaction

–

Extraordinary General Meeting(s) of ABN AMRO shareholders to

consider the Offer

–

Equity

fundraisings

Fortis

and

Santander

•

Completion targeted for Q4 2007

Note:

The order and timing of the events above are illustrative only and are subject to change

Slide 19

UK002CPP 29/05/2007 04:19

Slide 20

UK002CPP 29/05/2007 05:04

Fortis-ABN AMRO: Top Player in Europe set for Growth

•

More than 10 million retail banking clients

•

2,500 retail branches in Europe, 145 Business Centres

•

Total AuM: ~ €500bn

•

More than 80% of banking income in NII &

Commissions

•

Continued commitment to achieve 30% of net profit

from outside Benelux

•

More than 80,000 FTEs

% of FY 2006 Net Profit (pro forma)

Retail

Asset

Management

Commercial

Banking

Merchant

Banking

Insurance

16%

25%

23%

24%

Private Banking

Note: all data on this slide are pro forma, based on FY 2006 public information and company estimates

16,406

(10,357)

(518)

5,552

63.1%

10,324

(6,315)

(158)

4,352

61.2%

6,082

(4,042)

(360)

1,200

66.5%

Total

Revenues

Bank

Oper. Expenses -

Bank

Loan Losses

Total Net Profit*

Cost/Income -

Bank

Combined

Fortis

ABN AMRO

businesses

FY 2006 (€m)

Banking, Insurance and General, excluding asset management minorities

7.7

7.3

6.0

5.6

5.4

5.2

4.9

3.8

ING

BNPP

Santander

Fortis-

ABN

AMRO

UCI

SocGen

CASA

Intesa-

SPI

BBVA

FY 2006 Adjusted Net Profit (€bn)

* pre-merger with Capitalia

Highly Profitable and Sizeable

Top 5 in Eurozone

Well-balanced Business Mix

Key Figures

Slide 21

UK002CPP 29/05/2007 04:19

Clear Leader in Benelux Financial Services

•

# 1 Commercial Banking

•

# 1 Private Banking

•

# 1 Funds

•

# 1 Consumer Finance (incl. cards)

•

# 2 SME Banking

•

# 3 Retail Banking

•

# 3 Insurance

•

# 1 Commercial Banking

•

# 1 Corporate Banking

•

# 1 SME Banking

•

# 2 Retail Banking

•

# 2 Consumer Finance

•

# 2 Insurance

•

# 1 Retail Banking

•

# 1 Commercial Banking

•

# 1 Corporate Banking

•

# 1 Insurance

•

# 2 Private Banking

•

# 2 SME Banking

•

# 2 Funds

•

# 2 Consumer Finance

Note: all data on this slide are pro forma, based on FY 2006 public information and company estimates

94,644

32,550

36,634

69,148

Personal financial

assets pool / Capita

(€)

Population

(million)

2.4%

2.1%

2.2%

2.4%

Real GDP CAGR

2006-11 est.

31,395

29,212

27,967

32,304

GDP / Capita (€)

2006

France

Germany

Benelux

The Netherlands

Benelux: Attractive and Wealthy

Luxembourg

Belgium

Slide 22

UK002CPP 29/05/2007 04:19

Fortis + ABN AMRO =

Grow²

Net Profit

(€bn)

Benelux

CAGR = +30%

Outside Benelux

CAGR = +58%

2.0

2.9

3.4

0.4

0.6

0.9

2004

2005

2006

Total CAGR

+34%

2.4

3.5

4.4

EPS

growth

2006

…

2011

+12%

+13%

Fortis

stand-alone

Fortis

post-deal

20%

Low

High

10%

Competitive strength

20%

Low

Medium

High

10%

Asset Management

Commercial Banking

Retail Banking Network

Private Banking

31%

37%

Pre-deal

Post-deal

% of Banking income (excl. Other Banking)

Medium

…

Supported by a Stronger Profit Base

•

Absolute size of revenues in growth engines almost

doubling

to €6bn

•

Relative share of growth engines

rising from 31% to

37% of total banking revenues

•

Competitive position

of growth engines like Private

Banking and Asset Management firmly reinforced

•

Retail Banking Network, the recurring income and

profit generator, gains in importance

and makes it

possible to fund additional international growth

Fortis

Stand-alone Growth Track Record

Fortis

+ ABN AMRO: Growth Acceleration

Reinforcing our Growth Profile (2006 pro forma)

Extended Capacity for Growth Engines

Slide 23

UK002CPP 29/05/2007 04:19

Building Fortis’

Leading Banking Franchise in the NL

•

Commercial Banking

–

Leverage the strengths of the International Business Centre

Network for the Dutch client base

–

Leverage Dutch market leadership on international network

–

Apply the proven Enterprise & Entrepreneur solutions to the

enlarged customer base

•

Retail Banking

–

Recognition of ABN AMRO’s strengths (positioning, brand,

approach) to the benefit of the customer

–

Revenue enhancement focusing on high potential segments

–

Cost optimization with clear multi-channel strategy

•

Commercial Banking

–

Strong value creation, €143m synergies

–

A full and dedicated service offering for each segment

–

Exploit value added skills on enlarged customer base

–

Reduce time to market (thanks to sharing of best practices)

•

Retail Banking

–

Strong value creation; €363m of synergies

–

Complementary commercial approach, similar segmentation

–

Applying Fortis state-of-the-art credit and risk management

–

Beneficial for customers; integration into leading activities

Note: all data on this slide are pro forma, based on FY 2006 public information and company estimates

•

# 1 in Commercial Banking

–

# 1 Cash Management

–

# 1 Leasing

•

# 3 in Retail Banking

–

# 1 Consumer Finance (incl. cards)

–

# 1 Funds

–

# 2 Mortgages

–

# 2 SME Banking

–

# 3 Savings Accounts

Total Revenues

Oper. Expenses

Loan Losses

Net Profit

Cost/Income

Fortis**

BU Netherlands figures, excluding former Dutch wholesale clients, Interbank

and DMC Consumer Finance activities (based on consortium estimates)

**Including Commercial Banking, Corporate Banking, Leasing, Factoring, Retail

Banking, Direktbank, Consumer Finance + ALM

Combined

FY 2006 (€m)

ABN AMRO

businesses*

3,948

(2,531)

(320)

795

64.1%

1,172

(757)

232

64.5%

(93)

(3,288)

1,027

64.2%

(414)

5,120

Financial Data Combined Entity

Opportunities/Synergies

Clear Market Leader

Strategy –

Going forward

Slide 24

UK002CPP 29/05/2007 04:19

Creation of a Leading European Asset Manager

•

True multi-product investment and structuring solutions

•

Autonomous investment centers for a broad range of asset

classes

•

Each investment center with core proprietary research

process designed specifically to extract alpha

•

100% accountability aimed at motivating investment

specialists to create alpha

•

Range of investment styles from traditional long-only to

long-short products focused on absolute return strategies

•

Common management philosophy and similar strategy

•

Strong product complementarities: highly diversified range

of strongly performing products

•

Firm European footprint combined with global reach and

scale

•

Deep pool of talent to lead and manage the combination

•

€160m synergy potential

•

Access to high growth markets and capabilities in high

growth product areas

Note: all data on this slide are pro forma, based on FY 2006 public information and company estimates

764

688

583

543

538

490

416

405

354

326

314

1,374

FY 2006 AuM

(€bn)

Barc-

lays

Natixis

UBS

SGAM

Fortis

+ ABN

BNP

CASA

ING

AllianzAXA

Combined

Fortis

ABN AMRO

businesses

FY 2006 (€m)

1,092

(736)

(17)

236

67.4%

Total Revenues

Oper. Expenses

Loan Losses

Minorities

Net Profit

Cost/Income

347

(208)

(3)

59.9%

745

(528)

(14)

138

70.9%

Highly Profitable & Sizeable

A Winning Combination

Top Tier European Asset Manager

Leading Provider of AM Solutions

Slide 25

UK002CPP 29/05/2007 04:19

Creation of a Top 3 European Private Bank

•

Service provider of choice for HNW and UHNW clients

•

Dedicated, broad and differentiated service offering

•

Leading position in Benelux and relevant presence in

international Private Banking centers

•

Part of a strong Financial Services provider

•

Strengthened European footprint and creation of strong growth

platform in Asia

•

Close fit in service philosophy

•

Similar client segmentation and geographical focus

•

Leverage best practices and local market strengths into the

international network

•

€203m of synergies potential

•

Scale and strong Private Bank identity enable attraction,

development and retention of international talent

Note: all data on this slide are pro forma, based on FY 2006 public information and company estimates

UBS

Fortis

+ ABN

Pictet

HSBC

Barc

-lays

BNPP

CASA

1,220

487

221

189

182

176

138

130

104

LO-

FY 2006 AuM

(€bn)

2,092

(1,457)

(38)

456

221

69.6%

703

(474)

203

67.4%

1,389

(983)

(40)

253

142

70.8%

Total Revenues

Oper. Expenses

Loan Losses

Net Profit

AuM

Cost/Income

Combined

Fortis

FY 2006 (€m)

ABN AMRO

businesses

Highly Profitable & Sizeable

A Winning Combination

Top 3 European Private Bank

One Integrated International Private Bank

Slide 26

UK002CPP 29/05/2007 04:19

Total Expected Pre-Tax Synergies of €1.3bn

Revenue synergies

Cost synergies

Amount (€m)

Total (%)

Rationale

Retail Banking

Netherlands

27%

363

Private Banking

15%

Total

100%

Asset

Management

12%

Overhead

18%

11%

Comm. Banking

Netherlands

•

Optimize branch network

•

Harmonize IT & Front-office application

•

Combine & integrate common functions

•

Optimize geographic coverage

•

Combine & integrate common functions

•

Leverage best practices in alternative

investments and credits

•

Align investment processes

•

Combine & integrate common functions:

Sales & Marketing, Middle office, IT, …

•

21% of relevant combined cost base,

or 28% of acquired ABN AMRO cost base

•

€1,540m integration costs

•

Conservative revenue synergies

•

3-year plan: target year 2010

•

Rationalise

central IT & Operations structure

•

Streamline, leverage business centre network

•

Reduce overlap in support functions

•

Cross-sell skills, such as leasing & factoring

143

203

160

243

1,337

307

160

1,150

187

145

124

225

189

IT &

Operations

225

17%

•

Optimize head office functions

•

Enhance the yield on the investment portfolio

Slide 27

UK002CPP 29/05/2007 04:19

•

Consideration for ABN AMRO Businesses €24.0bn

•

9.8 times estimated 2007 earnings + full post-tax benefits

(1)

•

Financing: 60% rights issue, 20% non-equity Tier 1, 20% sale of assets, capital

relief and debt

•

Core Tier 1 ratio of at least 5.7% and Tier 1 ratio of at least 6.7% immediately

after completion of the transaction

•

Estimated Return on Investment of 11.2% in 2010

(2)(3)

•

Estimated Accretion to Group earnings of 4.3% in 2010, with full

synergies

(3)

•

Accelerates Fortis’

cash EPS CAGR ’06-’11 by 1% to around 13%

Transaction financials

(1)

Excluding shared assets

(2)

Return on investment defined as profit after tax plus post-tax transaction benefits over consideration plus post-tax integration costs

(3)

Adjusted for purchased intangibles amortisation

Slide 28

UK002CPP 29/05/2007 06:16

A Socially Responsible Integration Plan

•

Planned reduction of 2.6% p.a. on the combined FTE base

•

On total Banking FTE base NL, projected reduction of 7%

p.a. vs. an historic natural turnover at Fortis Bank NL of 9%

•

Fortis overall will remain an active recruiter in order to

support its growth plans, enhancing opportunities for

employees (Fortis: 6,300 hires in ’05 and 9,300 in ‘06)

•

Select best candidate for each position based on merit and

competencies

•

involvement

social

partners

realise

integration

•

Central Employment office:

–

Manage career transition of any individual displaced as

a result of the integration

–

In accordance with existing contractual agreements

–

Find alternative employment in a cohesive and efficient

way between consortium members

FTE

81,781

75,338

100%

92.2%

2008

2009

2010

2007

ABN AMRO

FTE

Combined

81,781

Fortis

12,382

29, 268

22,713

NL 5,827

ROW 616

ROW:

46,070

ROW

2,182

ROW

44,504

35,095

ROW

46,686

56,886

75,338

Total: 6,443

Retail

Banking

IT &

Operations

Asset

Management

Private

Banking

Commercial

Banking

Overhead

FTE Synergies 6,443

FTE Synergies per Business

Slide 29

UK002CPP 29/05/2007 04:19

A Strong Commitment to Dutch Stakeholders

•

A Dutch bank with a unique

presence in the Benelux and

the third largest network in the

Netherlands

•

Capitalise

on strong ABN

AMRO quality of service and

brand

•

Extended product and service

offering to provide greater

choice for customers

•

Competitive pricing through

efficiency synergies

•

Smooth transition of assets will

leave customers unaffected

•

Benelux leader, able to attract

and nurture talent

•

One of the largest Dutch

employers

•

Development opportunities

outside of home markets

•

Extensive training programs

for all staff categories

•

Professional environment

stimulating entrepreneurship

and leadership

•

International and multi-cultural

organisation

•

Deeply rooted in Dutch

community since 18th century

•

Key Benelux and Dutch

growth engine contributing to

economic development

•

Dedicated attention on specific

needs of all layers of society

with social responsibility

initiatives (e.g. Foundations)

•

Sustainable development as

part of company’s DNA

•

One of the largest tax payers

in the Netherlands

Community

Strong commitment to value creation, benefiting from its unrivalled Benelux presence

Customers

Employees

Slide 30

UK002CPP 29/05/2007 04:19

Slide 31

UK002CPP 29/05/2007 04:19

Acquisition of ABN AMRO Businesses

Strengthen Platform for Growth Outside UK

Group Operating Profit 2006

RBS

RBS + ABN AMRO Businesses

+ Full Transaction Benefits

RBS estimates, based on ABN AMRO Business Units

as reported for 2006

Asia-Pacific 1%

UK 58%

Europe 15%

US 26%

Asia-Pacific 4%

UK 46%

Europe 16%

US 34%

•

Complementary and overlapping

businesses

–

RBS Global Banking & Markets +

ABN AMRO Global Wholesale

Businesses

–

Citizens + LaSalle

–

RBS + ABN AMRO International

Retail Businesses

•

Accelerate delivery of existing RBS

objectives for growth

–

Achieve global reach in corporate

and institutional banking

–

Develop strong position with US

mid-corporates

and commercials

–

Expand presence and activities in

Asia-Pacific

Create Stronger Businesses

Slide 32

UK002CPP 29/05/2007 04:19

RBS Global Banking & Markets +

ABN AMRO Global Wholesale Businesses

Large corporate and institutional bank with a

global footprint

Broad Customer Franchise

but Thinly Spread

•

Branches in more than 50 countries

•

#4 corporate and institutional client

footprint in Continental Europe, #5 in Asia

(ex Japan)

•

Extensive mid-corporate franchise

Broad Product Range

•

Global payments, trade finance and cash

management platform

•

#17 underwriter of bonds and loans

globally

•

Presence in fast-growing areas

e.g. emerging markets, equity derivatives

RBS Global Banking & Markets

Leading corporate and institutional bank with

global product strengths

Deep Customer Relationships

but Limited Local Presence

•

Deep relationships with largest corporates

and financial institutions

•

Strong record as facilitator of major

transactions

•

Branches in 16 countries

Product Leadership

•

Global leader in financing and risk

management products

•

#6 underwriter of bonds and loans globally

•

Global leader in securitisation, structured

and leveraged finance, FX and rates

ABN AMRO Global Wholesale Businesses

Slide 33

UK002CPP 29/05/2007 09:51

RBS Global Banking & Markets +

ABN AMRO Global Wholesale Businesses

Diversification by Geography

GBM

+ ABN AMRO 2006 Income

US 20%

UK 40%

Asia-Pacific 10%

Latin America 2%

Europe 28%

RBS estimates, based on ABN AMRO Business Units

as reported for 2006

Source: Dealogic, Thomson Financial, Euromoney

polls

Ranking RBS ABN

RBS+ABN

AMRO AMRO

RBS Strengths

Global All Bonds + Loans

Foreign Exchange

Global Securitisations

European Lev Loans

Global Project Finance

EMEA Syndicated Loans

ABN AMRO Strengths

Euro Denominated Bonds

Int’l Covered Bonds

Emg

Mkts

Synd

Credits

Int’l Cash Management

RBS + ABN AMRO Strengths

All International Bonds

Asia-Pacific Synd

Loans

US Syndicated Loans

Relationships with Large Corporates

and Financial

Institutions

Ranking GBM ABN GBM+

AMRO ABN

AMRO

Continental Europe

Asia-Pacific (ex Japan)

n/a

Source: RBS estimates

Complementary Product Strengths

Large Customer Franchise

Slide 34

UK002CPP 29/05/2007 09:49

RBS Global Banking & Markets +

ABN AMRO Global Wholesale Businesses

Estimated Transaction Benefits

Estimated Contribution to

No of

Profit Before Tax in 2010

Initiatives

€m

Net revenue benefits

742

Cost savings

1,300

€m IFRS

GBM

Global

Wholesale

Total income

10,014

5,861

Expenses

4,329

(1)

5,233

Impairment losses

125

(2)

Profit before tax

5,560

630

Cost:income

ratio

40%

(2)

89%

(1) Including allocation of Manufacturing costs

(2) Cost:income

ratio net of operating lease depreciation

RBS estimates, based on ABN AMRO Business Units as reported

for 2006

•

Apply RBS’s

management model to ABN

AMRO’s

customer franchise

–

GBM income per customer 1.7x ABN

AMRO

–

GBM

income per front office employee

2.6x ABN AMRO

•

Leverage GBM product strengths and ABN

AMRO global customer franchise

•

Eliminate duplication in IT and support

functions

2006 Profit & Loss Account

Business Plan

Slide 35

UK002CPP 29/05/2007 09:51

Citizens + LaSalle

•

Commercial and retail bank,

headquartered in Chicago

•

Focus on commercial banking

–

#8 commercial lender nationally

–

Leading cash management proposition

•

National commercial businesses

e.g. asset-based

lending, leasing

•

Large retail franchise, mainly in Michigan

and Illinois

–

Ranked #1 in Michigan

–

Ranked #2 in Illinois

–

Wealth management capabilities

•

At 31 December 2006, assets $125 billion,

deposits $62 billion

Citizens

•

Retail and commercial bank,

headquartered in Providence

•

Focus on retail banking

–

#10 deposits nationally

–

Strong customer service culture

•

National retail businesses

e.g. auto finance, home equity

•

Large retail franchise in New England,

Mid-Atlantic, Midwest

–

Ranked #2 in New England

–

Ranked #3 in Pennsylvania

–

Presence in Ohio, Illinois, Michigan, Indiana

•

At 31 December 2006, assets $161 billion,

deposits $100 billion

LaSalle Bank

Slide 36

UK002CPP 29/05/2007 06:17

Citizens + LaSalle

Rhode Island

Pennsylvania

Delaware

New Jersey

New Hampshire

Massachusetts

Connecticut

Michigan

Indiana

Illinois

Vermont

New York

Ohio

Citizens + LaSalle overlap

Citizens

Loans $bn

Citizens LaSalle Citizens

at Dec 06

+LaSalle

Retail

75.6

71%

17.2

27%

92.8

54%

Commercial

29.3

28%

46.9

72%

76.2

45%

Other

1.1

0.7

1.8

Total

106.0

100%

64.8

100%

170.8100%

Top 10 Across Range of Products

Ranking Citizens LaSalle

Citizens

+LaSalle

Distribution

Branches

Supermarket

branches

n/a

ATMs

Retail

Deposits

Secured

personal loans

n/a

Credit cards

n/a

Commercial

lending

Leasing

Merchant

acquiring

n/a

Complementary Businesses

Excellent Geographic Fit

Slide 37

UK002CPP 29/05/2007 05:20

Citizens + LaSalle

$m US GAAP

Citizens

LaSalle

Total income

5,974

4,041

Expenses

3,074

2,665

Impairment losses

331

148

Profit before tax

2,569

1,228

Cost:income ratio

51%

66%

Citizens and LaSalle US GAAP published results

•

Leverage LaSalle commercial banking

proposition in Citizens footprint

•

Leverage Citizens retail banking products

and sales and service management

processes in LaSalle network

•

Integrate to a single platform

–

Citizens retail

–

LaSalle commercial

2006 Profit & Loss Account

Business Plan

Estimated Transaction Benefits

Estimated Contribution to

No of

Profit

Before

Tax

2010

Initiatives

€m

Net revenue benefits

231

Sale of securities

(120

)

Cost savings

709

Slide 38

UK002CPP 29/05/2007 09:52

RBS + ABN AMRO International Retail Businesses

Asia, Middle East and Europe

€m IFRS

RBS

ABN

AMRO

Total income

553

607

Expenses

336

365

Impairment losses

154

Profit before tax

170

Cost/Income

61%

60%

Manufacturing

expenses

are

not

allocated

below

Retail

Markets

–

Retail

RBS estimates, based on ABN AMRO Business Units as reported for 06

•

No transaction benefits estimated at this stage

Retail Branches

China (11)

Indonesia (10)

UAE (17)

Taiwan (8)

Malaysia (4)

Kazakhstan (10)

Hong Kong (4)

India (27)

Romania (20)

Singapore (7)

Pakistan (12)

Spain (internet)

Principal Activities

Asia:

Affluent banking (Van Gogh)

Retail banking, credit cards

Europe: Consumer finance

3.5 million customers

RBS

Retail Activities in

Hong Kong

Switzerland

Austria

Singapore

Germany

Belgium

China

Netherlands

Principal Activities

Asia:

Private banking (Coutts)

Partnership BOC in credit cards, private banking

Europe:

Consumer finance, private banking

3.8 million customers

2006 Profit & Loss Account

ABN AMRO

Estimated Transaction Benefits

Slide 39

UK002CPP 29/05/2007 09:51

Total Transaction Benefits €2,944m

Revenue synergies

Cost synergies

Amount (€m)

Total (€m)

Rationale

Cost Savings

De-duplication of IT systems and support

De-duplication of functional support

Efficiency savings in procurement and property

Elimination of front office overlaps

Revenue Benefits

Deepen ABN AMRO customer relationships using GBM

management model and product strengths

Extend GBM relationships using ABN AMRO global

network and transactional banking capabilities

Global

Wholesale

Businesses

Citizens

+ LaSalle

Total

inc Shared

Assets

Cost Savings

Integration onto single technology/operations platform

De-duplication of functional support

Efficiency savings in procurement and property

De-duplication of branch overlaps in Midwest

Revenue Benefits

Extend LaSalle commercial banking to Citizens footprint

Enhance LaSalle retail proposition with Citizens products

and customer service model

2,091

853

709

111

1,300

742

2,944

820

2,042

RBS share of central cost savings €82m

No transaction benefits estimated in International Retail

Slide 40

UK002CPP 29/05/2007 09:53

Transaction Financials

•

Consideration for ABN AMRO Businesses €27.2bn (£18.5bn)

•

7.8 times consensus 2007 earnings + post-tax benefits in 2010

•

Financing 54% equity, 46% preference shares and cash

•

Core Tier 1 ratio of 4.6% and Tier 1 ratio of 7.2% after anticipated

completion (expected end 2007)

•

Forecast internal rate of return 16.2%

•

Expected return on investment 13.5% in 2010

•

Expected impact on Group earnings per share:

0.9% in 2009, 7.3% in 2010

Consideration and 2007 P/E are based on undiluted number of shares, as set out in Appendix IV of Overview of Proposed Offer

All other financial metrics are on a fully diluted basis

Consensus

earnings

for

2007

based

brokers’

notes

that

included

Business

Unit

forecasts

for

ABN

AMRO

On a proforma

proportional consolidated basis Core Tier 1 ratio of 4.25% and Tier 1 ratio of 7.1%

Return on investment defined as profit after tax plus post-tax transaction benefits over consideration plus post-tax integration costs

Slide 41

UK002CPP 29/05/2007 04:19

Slide 42

UK002CPP 29/05/2007 05:51

Acquisition of ABN AMRO Businesses

•

Two attractive markets, which we know

well: Brazil and Italy

•

In which we can generate value

–

Improve efficiency

–

Create stronger units

–

Grow the business

•

With low execution risk…

we have done

this before

–

Experience in integrating banks in Latin

America (Brazil, Mexico, Chile)

–

Experience in cross-border deals in

Europe (Totta, Abbey)

Note:

All data on this slide is pro-forma, based on FY 2006 public information

2006

figures

for

Interbank

and

DMC

Consumer

Finance

are

estimated

(1)

Total

includes

Interbank

and

DMC

Consumer

Finance

ABN AMRO Businesses

2006 (€m) ABN ATV Total

LatAm

Italy

SAN

Combined

(1)

Total income

3,738

2,182

22,615

28,789

Expenses

(2,207)

(1,131)

(11,176)

(14,704)

Provisions

(722)

(336)

(2,467)

(3,554)

Pre-tax Profit

809

715

8,776

10,336

1. Create Stronger Businesses

•

EPS accretive at Group level from year 1:

+1% in 2008; +4% in 2009; +5% in 2010

•

ROI will exceed our cost of equity by year

2: ROI above 10.5% in ’09; above

12.5% in ’10

2. The Deal Meets our Financial Targets

Slide 43

UK002CPP 29/05/2007 06:52

Brazil: the Deal Would Enhance our Growth Opportunities

•

A step-up in terms of scale:

#2 bank by total deposits, #3 bank by branch network and loans

•

Excellent

fit

with

our

existing

businesses

–

Geographical fit:

strong

positions

regions

which

Banespa

has

been

traditionally

underrepresented

–

Product fit:

stronger

mass

market,

small

businesses,

while

Banespa

stronger

affluent

segments and business banking

•

Value

creation

potential

through

in-market

synergies

–

Integration of head offices, central functions; migration to common IT platform; optimisation of

distribution networks

–

Low

execution

risk

due

Santander’s

execution

experience

•

In summary:

the

resulting

bank

will

have

similar

infrastructure

and

market

penetration

Bradesco

and

Itaú.

The

announced

synergies

are

expected

bring

the

combined

entity

closer

the profit generation capacity of these two banks

Slide 44

UK002CPP 29/05/2007 04:19

Creation

a Leading

Brazilian

Bank…

1,091

934

940

538

780

967

855

458

316

360

898

3,969

3,008

2,150

2,603

1,059

1,822

1,056

1,236

5,205

4,064

3,972

3,383

2,026

1,946

1,392

1,.256

Bradesco

ABN+SAN

ITAU

SAN

ABN Real

HSBC

Unibanco

N. Caixa

Branches

PAB

The step-up in size translates into economies of scale, stronger commercial

muscle and an advantage in distribution-intensive businesses

20%

14%

13%

11%

BradescoABN+SAN

ITAU

ABN Real

Unibanco

SAN

HSBC

N. Caixa

Loans Market Share 2006

Plus #2 in deposits and #4 in revenues

Branches & PABs

2006

Slide 45

UK002CPP 29/05/2007 04:19

…

with an Excellent Geographical, Product and Client Fit

% of

National

GDP

Market

SAN

Market

ABN

Combined

Market

São Paulo

34%

13%

20%

Rio de Janeiro

13%

10%

13%

Minas Gerais

10%

Rio Grande do Sul

11%

Subtotal – “Top 4”

64%

16%

Brazil – Total

100%

12%

ABN Real: stronger in mass market + small

companies

Mortgages

SMEs

Corporates

32%

Consumer

Lending &

Cards

34%

Large

Corporates

24%

Mortgages

SMEs

25%

Corporates

19%

Consumer

Lending &

Cards

44%

Large

Corporates

SAN Banespa: stronger in the affluent

segments + corporate banking

The combination creates a powerhouse in the core region of Brazil

with a more balanced profile

Excellent Product Fit and Enhanced

Client Base

Excellent Geographical Fit of

Both Distribution Networks

Slide 46

UK002CPP 29/05/2007 04:20

Clear

Integration

Plan Leading

€810m of Synergies with

Low Execution Risk…

Banco

Geral

Comercio

Banespa

Banco

Noroeste

CF Meridional

1997

1998

2000

Improve standalone efficiency:

€305m

For example, the level of non personnel expenses

to customer volumes is very high in Real

IT migration: €150m

Common platform implementation

Integration of operations: €40m

Back office and IT services

Head office integration:

€70m

Integration of global businesses and support

functions

Full merger / network optimisation:

€135m

Single commercial organization; reassign branches

Five Sources of Value and

a Clear Integration Timeframe

Overall, we

expect

€700m in cost synergies and €110m in revenue synergies by 2010

Track Record in Brazil

We are ready to integrate Real: in

Brazil, we now have a single, multi-

bank and scaleable IT platform

Slide 47

UK002CPP 29/05/2007 06:01

Antonveneta: an Attractive Platform with Significant

Growth Potential

•

Very attractive market

–

Attractive returns

–

Underdeveloped in some areas (mortgages, consumer lending)

–

Potential to improve operational efficiency

•

A market we know well (partnership with SPIMI, consumer finance, private

banking)

•

Antonveneta: a high quality

franchise with significant potential

–

Top 10 bank in Italy; top 6 bank in the North by branch network

–

Strong customer franchise; critical mass in core regions

–

A great platform from which to grow organically

•

Significant value can be added to Antonveneta through the implementation

of our IT platform and our retail banking model

Slide 48

UK002CPP 29/05/2007 04:20

1,000

2,000

3,000

4,000

5,000

6,000

BNL

ATV

MPS

BPER-BPM Pro forma

UBI Banca

Banco Popolare

UCI-Capitalia Pro forma

Intesa SanPaolo

North

Center-South

Attractive

Franchise

in One

the

Wealthiest

Regions

Italy

Strong

regional positions…

…and an excellent platform from

which to grow organically

(Number of

branches)

Slide 49

UK002CPP 29/05/2007 04:20

Opportunity for Efficiency and Commercial Performance

Improvement

•

Lending to households

–

Mortgages

–

Consumer lending

•

Mutual funds

•

Cards

•

Insurance

•

Mutual funds

•

Private clients

•

Consumer lending

•

Best practices / cost discipline: Antonveneta general costs well

above SAN standards

•

Migrate Antonveneta to SAN proprietary IT system (Partenon)

•

Synergies with Group / global units (e.g., software development)

•

Santander

has substantial experience in branch expansion…

without losing control of the cost base

Potential to expand its

franchise

Overall, we

expect

€150m in cost synergies and €60m in revenue synergies by 2010

Cost Synergies

Improve commercial

performance in areas in

which ATV is “punching

below its weight”

Potential to leverage

Santander’s

global units

Slide 50

UK002CPP 29/05/2007 06:03

Total Pre-Tax Synergies of €1,030m

Brazil

Italy

Consumer

Finance

Total

79%

20%

100%

•

In-market synergies

•

Integration of back office structures, migration to

common IT platform

•

Optimisation

of distribution networks

•

Synergies: 32%

proforma

costs,

revenues

•

Apply Santander

retail

banking

model

•

Implementation of

Partenon

system

•

Take full advantage of growth opportunities

(mortgages, cons. finance)

•

Synergies: 13%

proforma

costs,

revenues

•

Integration into

the

Santander

Consumer

structure

•

Focus on franchise growth

•

Synergies: 11%

proforma

costs (estimated)

and 6% of revenues

855

700

175

150

110

Amount (€m)

% of Total

Rationale

Revenue synergies

Cost synergies

810

210

1,030

Slide 51

UK002CPP 29/05/2007 04:20

(€m)

Value

Allocation

Cost

Synergies

Revenue

Synergies

Expected

2010 ROI

Total

19,855

Of which Stake in Shared Assets

1,005

(1)

n/a

Total Acquired Businesses

18,850

855

175

>12.5%

(2)

LatAm

12,000

700

110

>13.5%

Antonveneta

6,640

150

>10.5%

(2)

Interbank and DMC Consumer

Finance

210

>12.0%

The deal meets our financial criteria:

EPS accretion + ROI > cost of capital by year 3

EPS impact: +1% in 2008; + 4% in 2009; + 5% in 2010

EPS impact assumes funding of 51% through internal capital generation (leverage

+ disposals), 49% through rights issue and mandatory convertible

(1)

Assumes total value of shared assets: €3.6bn

(2)

(Valuation + NPV of intangible amortisation) / net income

Slide 52

UK002CPP 29/05/2007 06:03

Transaction Financials

•

Consideration for ABN AMRO Businesses €18.8bn (excluding the value of

shared businesses)

•

< 16 times consensus 2007 earnings for ABN AMRO Businesses

(1)

•

< 10 times consensus 2007 earnings + full post-tax benefits

(2)

•

Financing: 51% balance sheet optimisation (including asset sales), 49% rights

issue + mandatory convertible

•

Core Tier 1 ratio of 5.3% after anticipated completion (expected

end 2007)

•

Estimated Return on Investment above 10.5% in 2009; above 12.5% in 2010

(3)

•

Estimated Accretion to Group earnings 5% in 2010, with full synergies

(1)

Value of

ABN

Businesses

consensus

2007

cash

earnings

(excluding

amortisation

intangibles).

Assumes

Interbank

and

DMC

Consumer

Finance

net

profit: €15m

(2)

Value of ABN Businesses / consensus 2007 cash earnings (excluding amortisation of intangibles) + full after tax synergies

(3)

Expected 2010 earnings (including synergies) divided by consideration of ABN AMRO Businesses plus NPV of amortisation of Antonveneta acquired

intangibles

Slide 53

UK002CPP 29/05/2007 04:20

Appendices

Slide 54

UK002CPP 29/05/2007 04:20

Expected Transaction Benefits: Cost Savings

Cost Savings €m

Fortis

RBS

Santander

Shared

Assets

Total

Global Retail and

Commercial Banking

845

855

1,700

Of which Benelux

845

(1)

850

Of which Brazil

700

Of which Italy

150

Global Banking and

Markets

1,300

Private Banking and

Asset Mgt

305

Group Head Office

214

Total excluding

LaSalle

1,150

1,300

855

214

3,519

LaSalle

709

Total

1,150

2,009

855

214

4,228

(1)

IT & Operations and Overhead cost synergies fully allocated to Benelux although some synergies will be coming from Asset Management

and Private Banking operations

Slide 55

UK002CPP 29/05/2007 04:20

Expected Transaction Benefits: Revenue Benefits

Net Revenue

Benefits €m

Fortis

RBS

Santander

Shared

Assets

Total

Global Retail and

Commercial Banking

129

175

304

Of which Benelux

129

(1)

134

Of which Brazil

110

Of which Italy

Global Banking and

Markets

742

Private Banking and

Asset Mgt

Total excluding

LaSalle

187

742

175

1,104

LaSalle

111

Total

187

853

175

1,215

(1)

Overhead revenue benefits fully allocated to Benelux although some synergies will be coming from Asset Management and Private

Banking operations

Slide 56

UK002CPP 29/05/2007 04:20

Enclosure No. 2