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The Royal Bank of Scotland Group Plc (Incorporated Under the Companies Acts 1948 to 1967 and Registered with Registered No

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The Royal Bank of Scotland Group Plc (Incorporated Under the Companies Acts 1948 to 1967 and Registered with Registered No THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser. If you have sold or otherwise transferred all of your ABN AMRO Ordinary Shares, you should send this document and the accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee. However, the distribution of this document and any accompanying documents into certain jurisdictions may be restricted by law and therefore persons into whose possession this document and any accompanying documents come should inform themselves about and observe any such restrictions. In particular, such documents should not be distributed, forwarded to or transmitted in or into any Restricted Jurisdiction or any other jurisdiction where the extension or availability of the Offers would breach any applicable law. NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NEW RBS ORDINARY SHARES TO BE ISSUED IN CONNECTION WITH THE OFFERS OR HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. This document is not for distribution into the United States. Offers and sales of the New RBS Ordinary Shares outside of the United States are being made pursuant to Regulation S under the Securities Act. Offers and sales of the New RBS Ordinary Shares to U.S. Holders are covered by the U.S. Prospectus. Offers and sales of the New RBS Ordinary Shares outside the United States are not covered by the U.S. Prospectus. No copy of this document may be mailed, communicated or distributed in the United States or to U.S. Holders in any manner. Any acceptance of the Offers that would result, directly or indirectly, in a violation of this restriction will be null and void. Each ABN AMRO Shareholder acquiring New RBS Ordinary Shares in the Offer pursuant to the Offer Document will be deemed to have represented and warranted that it has acquired the New RBS Ordinary Shares in an ‘‘Offshore transaction’’ as such term is defined in Regulation S. A copy of this document, which comprises a prospectus relating to RBS prepared in accordance with the Prospectus Rules made under section 84 of the Financial Services and Markets Act 2000, has been filed with the FSA and has been made available to the public as required by section 3.2 of the Prospectus Rules. 3JUL200720235794 The Royal Bank of Scotland Group plc (incorporated under the Companies Acts 1948 to 1967 and registered with Registered No. SC45551) Proposed issue of up to 556,143,700 ordinary shares of 25 pence each in The Royal Bank of Scotland Group plc and Proposed admission of up to 556,143,700 ordinary shares in The Royal Bank of Scotland Group plc to the Official List and to trading on the market for listed securities of the London Stock Exchange Sponsor and Financial Adviser Merrill Lynch International Application will be made to the FSA for the New RBS Ordinary Shares to be admitted to the Official List, and to the London Stock Exchange for the New RBS Ordinary Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that admission to the Official List and the London Stock Exchange will become effective, and that dealings in the New RBS Ordinary Shares will commence, shortly following the date on which it is announced that all conditions to the Offers have been satisfied or, to the extent legally permitted, waived. The whole of this document should be read, in particular, the section headed ‘‘Risk factors’’ set out in Part II of this document. Investors should rely only on the information contained in this document and the Offer Document. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representation must not be relied upon as having been so authorised. RBS will comply with its obligation to publish a supplementary prospectus containing further updated information required by law or by any regulatory authority but assumes no further obligation to publish additional information. Subject to certain exceptions, this document and any accompanying documents are not being made available to ABN AMRO Shareholders with registered addresses in Australia, Italy or Japan and may not be treated as an offer of any New RBS Ordinary Shares to any person resident or located in such jurisdictions or another Restricted Jurisdiction. Any persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this document or any accompanying documents to any Restricted Jurisdiction should read the paragraph 11 entitled ‘‘Offering Restrictions’’ in Part XXIV of this document. Merrill Lynch International which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to Fortis, RBS and Santander and as underwriter for Fortis, RBS and Santander and is acting for no one else in connection with the Offers and will not be responsible to anyone other than Fortis, RBS and Santander for providing the protections afforded to customers of Merrill Lynch International or for providing advice to any other person in relation to the Offers. The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult his, her or its own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice. FORWARD-LOOKING STATEMENTS This document contains or incorporates by reference ‘‘forward-looking statements’’ regarding the intent, belief or current expectations of RFS Holdings, Fortis, RBS, Santander, ABN AMRO and their respective directors and officers about RFS Holdings, Fortis, RBS, Santander or ABN AMRO, their respective businesses and the transactions described in this document. Generally, words such as ‘‘may’’, ‘‘will’’, ‘‘expect’’, ‘‘intend’’, ‘‘estimate’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘plan’’, ‘‘seek’’, ‘‘continue’’ or similar expressions identify forward-looking statements. These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of RFS Holdings, Fortis, RBS, Santander or ABN AMRO and are difficult to predict, that may cause actual results or developments to differ materially from any future results or developments expressed or implied from the forward-looking statements. Factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include, among other factors: • costs (including taxes) or difficulties related to the integration of acquisitions, including the proposed acquisition of ABN AMRO, may be greater than expected; • the risk of unexpected consequences resulting from acquisitions, including the proposed acquisition of ABN AMRO; • RBS’s ability to achieve revenue benefits and cost savings from the integration of certain of ABN AMRO’s businesses and assets; • Fortis’s, RBS’s, Santander’s and RFS Holdings’ ability to obtain regulatory approvals for the proposed acquisition of ABN AMRO without materially onerous conditions; • any change-of-control provisions in ABN AMRO’s agreements that might be triggered by the transactions described in this document; • the potential exposure of RBS and ABN AMRO to various types of market risks, such as interest rate risk, foreign exchange rate risk and commodity and equity price risk. For example, certain of the market risk disclosures are dependent on choices about key model characteristics and assumptions and are subject to various limitations. By their nature, certain of the market risk disclosures are only estimates and, as a result, actual future gains and losses could differ materially from those that have been estimated; • general economic conditions in the European Union, in particular in the United Kingdom, the Netherlands, Belgium and Spain and in other countries in which RBS or ABN AMRO have business activities or investments, including the United States; • the monetary and interest rate policies of central banks, in particular the Bank of England, the Dutch Central Bank, the Central Bank of Belgium, the Bank of Spain, the European Central Bank, the Board of Governors of the U.S. Federal Reserve System and other G-7 central banks; • changes or volatility in interest rates, foreign exchange rates (including the exchange rates between Sterling, US Dollar and euros), asset prices, equity markets, commodity prices, inflation or deflation; • the effects of competition and consolidation in the markets in which RBS or ABN AMRO operate, which may be influenced by regulation, deregulation or enforcement policies; • tax consequences of restructuring; • changes in consumer spending and savings habits, including changes in government policies which may influence investment decisions; • changes in applicable laws, regulations and taxes in jurisdictions in which RBS and ABN AMRO operate, including the laws and regulations governing the structure of the transactions described in this document, as well as actions or decisions by courts and regulators; 1 • natural and other disasters; • the inability of RBS or ABN AMRO to hedge certain risks economically; • the adequacy of RBS’s or ABN AMRO’s impairment provisions and loss reserves; • technological changes; and • the success of RBS and/or ABN AMRO in managing the risks involved in the foregoing.
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