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The Royal Bank of Scotland Group Plc Proposed Offers for ABN AMRO Holding N.V. and Notice of Extraordinary General Meeting

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The Royal Bank of Scotland Group Plc Proposed Offers for ABN AMRO Holding N.V. and Notice of Extraordinary General Meeting 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 RBS 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 or transmitted in or into any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of such jurisdiction. This document should be read in conjunction with the Prospectus relating to RBS which has been prepared in accordance with the Prospectus Rules made under section 84 of the Financial Services and Markets Act 2000. A copy of the Prospectus has been filed with the FSA and has been made available to the public as required by section 3.2 of the Prospectus Rules. This document does not constitute an offer of any securities for sale. 3JUL200720235264 The Royal Bank of Scotland Group plc (Incorporated under the Companies Acts 1948 to 1967 and registered with registered number SC45551) Proposed Offers for ABN AMRO Holding N.V. and Notice of Extraordinary General Meeting Please read the whole of this document and the Prospectus and, in particular, the section headed ‘‘Risk Factors’’ on pages 14 to 20 of Part II of the Prospectus. You should not rely solely on any key or summarised information set out in this document. Your attention is drawn to the letter from the Chairman of RBS which is set out on pages 6 to 14 of this document and which recommends you to vote in favour of the Ordinary Resolution to be proposed at the Extraordinary General Meeting referred to below. Notice of an Extraordinary General Meeting of RBS to be held at The RBS Conference Centre, RBS Gogarburn, Edinburgh EH12 1HQ at 2.00 p.m. on Friday 10 August 2007 is set out at the end of this document. A Form of Proxy for use at the Extraordinary General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received at the Company’s transfer office at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS13 8FB as soon as possible but, in any event, so as to arrive no later than 2.00 p.m. on Wednesday 8 August 2007. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so. Applications will be made to the FSA for the New RBS Ordinary Shares proposed to be issued in connection with the Offers 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 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 fulfilled or waived. Merrill Lynch International, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser to RBS, Fortis and Santander and as underwriter for RBS, Fortis and Santander and is acting for no one else in connection with the Offers and will not be responsible to anyone other than RBS, Fortis 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 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, RBS, Fortis, Santander, ABN AMRO and their respective directors and officers about RFS Holdings, RBS, Fortis, 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, RBS, Fortis, 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, U.S. 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; • the 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; 2 • 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. These statements are further qualified by the risk factors disclosed in or incorporated by reference in this document that could cause actual results to differ materially from those in the forward looking statements. See ‘‘Risk Factors’’ in paragraph 4 of Part II of this document. The statements relating to the revenue benefits, cost savings, adjusted earnings per share, returns on investment, internal rates of return, capital ratios and business growth opportunities RBS expects to achieve following the transactions described in this document are based on assumptions. However, these expected revenue benefits, cost savings, adjusted earnings per share, returns on investment, internal rates of return, capital ratios and business growth opportunities may not be achieved. There can be no assurance that RBS will be able to implement successfully the strategic and operational initiatives that are intended. These forward looking statements speak only as at the date of this document. Except as required by the FSA, the London Stock Exchange, Part VI of FSMA or applicable law, RBS does not have any obligation to update or revise publicly any forward looking statement, whether as a result of new information, future events or otherwise. Except as required by the FSA, the London Stock Exchange, Part VI of FSMA or applicable law, RBS expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statement contained herein to reflect any change in RBS’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
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