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Fortis Bank Nv-Sa (A Company with Limited Liability (Naamloze Vennootschap/Société Anonyme) and a Bank Incorporated Under the Laws of Belgium) Fortis N.V

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Fortis Bank Nv-Sa (A Company with Limited Liability (Naamloze Vennootschap/Société Anonyme) and a Bank Incorporated Under the Laws of Belgium) Fortis N.V PROSPECTUS Fortis Bank nv-sa (a company with limited liability (naamloze vennootschap/société anonyme) and a bank incorporated under the laws of Belgium) Fortis N.V. Fortis SA/NV (incorporated with limited liability under the (incorporated with limited liability under the laws of The Netherlands) laws of Belgium) A3,000,000,000 Convertible And Subordinated Hybrid Equity-linked Securities (“CASHES”) (par value of E250,000 each) ISSUE PRICE 100% The undated CASHES will be duly authorized and issued securities of Fortis Bank nv-sa (“Fortis Bank”), who, with Fortis N.V. and Fortis SA/NV (together the “Parent Companies”), shall be the “Co-obligors”. The CASHES shall be issued in dematerialized book-entry form and shall constitute direct, secured and subordinated obligations of the Co-obligors and shall have no stated maturity. Coupons on the CASHES will be payable quarterly in arrears on March 19, June 19, September 19 and December 19 of each year, commencing on March 19, 2008, at a variable rate per annum on their outstanding principal amount equal to 3-month EURIBOR plus 2.0%, calculated on an actual/actual ICMA basis. At any time from 40 days after the date of issuance, the CASHES may be exchanged at the option of the holder for units issued by Fortis N.V. and Fortis SA/NV, each unit comprised of one ordinary share in the capital of Fortis N.V. twinned with one ordinary share in the capital of Fortis SA/NV, or any successor ordinary share capital issued by either (“Fortis Shares”). The CASHES shall be exchangeable at an exchange ratio of 10,442.77 Fortis Shares per A250,000 principal amount of CASHES, subject to adjustment on the occurrence of certain events. In addition, all outstanding CASHES shall be automatically exchanged for Fortis Shares, if, at any time after the seventh anniversary of the issue date, the Volume Weighted Average Price of the Fortis Shares for 20 consecutive Stock Exchange Business Days equals or exceeds the Automatic Exchange Price Level. The sole recourse of the holders of CASHES against any of the Co-obligors with respect to the principal amount of the CASHES shall be to the 125,313,283 Fortis Shares that are pledged by Fortis Bank in favor of such holders as further described in this Prospectus. These Fortis Shares are referred to as the Underlying Shares and are also the only Fortis Shares available to secure the exchange rights under the CASHES. Fortis Shares have a dual primary listing on Eurolist by Euronext Amsterdam N.V. (“Euronext Amsterdam”) and on the regulated market of Euronext Brussels SA/NV (“Euronext Brussels”). The Fortis Shares are also listed on the regulated market of the Luxembourg Stock Exchange and Fortis has a sponsored over-the-counter ADR program in the United States. In the event that dividends are not to be paid on the Fortis Shares, or that the dividends to be declared on the Fortis Shares are below a certain threshold with respect to any financial year, and in certain other circumstances, payments on coupons will be made only in accordance with the Alternative Coupon Satisfaction Method, as further described in this Prospectus. The CASHES are not redeemable at the option of the Co-obligors at any time, and neither any of the Co-obligors nor any of their respective subsidiaries may acquire any of the CASHES, other than in connection with dealing in securities in the ordinary course of business. All coupon obligations of each of the Co-obligors under the CASHES will be deeply subordinated obligations ranking behind the claims of holders of all other liabilities of such Co-obligor, except any indebtedness or obligation that, expressly or by applicable law, is pari passu with or subordinated to the CASHES, and except any ordinary shares of Fortis Bank and the Fortis Shares. Application has been made to list the CASHES on the Luxembourg Stock Exchange for trading on the Euro MTF market of the Luxembourg Stock Exchange (the “Euro MTF”). The Managers (as defined herein) will purchase all of the CASHES offered hereby, if they purchase any of them. The Managers expect the CASHES will be delivered on or about December 19, 2007 Investing in the CASHES involves certain risks. See “Risk Factors” beginning on page 34. The CASHES and the Fortis Shares or other securities deliverable upon exchange of the CASHES have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under any state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), unless registered under the Securities Act or an exemption from the requirements of the Securities Act is available. The CASHES are being offered and sold in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The Fortis Shares to be delivered upon exchange of the CASHES may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. This Prospectus may only be used for the purposes for which it has been published. Joint Global Co-ordinator and Joint Global Co-ordinator and Joint Global Co-ordinator and Joint Bookrunner Joint Bookrunner Co-Bookrunner Merrill Lynch International JPMorgan Fortis Bank Co-Lead Managers Fox-Pitt Kelton Cochran Caronia Waller Santander Investment December 14, 2007 TABLE OF CONTENTS Page Forward-Looking Information ........................................................ iv Incorporation of Certain Documents by Reference ......................................... vi Summary ....................................................................... 1 Selected Financial Data ............................................................ 10 Risk Factors ..................................................................... 34 Description of the CASHES ......................................................... 47 Description of the Pledge Agreement .................................................. 74 Description of Fortis Capital Stock .................................................... 75 Use of Proceeds .................................................................. 84 Information About the Acquisition of ABN AMRO ........................................ 85 Fortis Bank and Fortis Bank Group .................................................... 107 Capitalization of Fortis Group........................................................ 108 Selected Financial and Statistical Data of Fortis Group ..................................... 110 Operating and Financial Review and Prospects ........................................... 114 Selected Statistical Information ....................................................... 218 Risk Management................................................................. 232 Business........................................................................ 246 Supervision and Regulation.......................................................... 281 Management..................................................................... 292 Employee Stock and Option Plans..................................................... 304 Shareholding .................................................................... 308 Certain Tax Considerations .......................................................... 309 Subscription and Sale .............................................................. 316 Legal Matters .................................................................... 317 Independent Auditors .............................................................. 317 General Information ............................................................... 317 General Listing Information ......................................................... 318 Glossary ........................................................................ 320 Each of Fortis Bank, Fortis N.V. and Fortis SA/NV, having made all reasonable inquiries and having taken all reasonable care to ensure that such is the case, confirms that this Prospectus contains all information with regard to each of them and the CASHES that is material in the context of the issue and offering of the CASHES, that the information contained in this document is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which would make this document or any of such information or the expression of any such opinions or intentions materially misleading. Each of Fortis Bank, Fortis N.V. and Fortis SA/NV accepts responsibility for the information contained in this document. We are offering to sell, and are seeking offers to buy, the CASHES only in jurisdictions where offers and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, the CASHES offered by this Prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it implies that there has been no change in our affairs or that the information in this Prospectus is correct as of any date after the date of this Prospectus. We and Merrill Lynch International (“Merrill Lynch”), J.P. Morgan Securities Ltd. (“JPMorgan”) and Fortis Bank (Nederland)
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