PREFERENCE SHARES, NOMINAL VALUE of E2.24 PER SHARE, in the CAPITAL OF
11JUL200716232030 3JUL200720235794 11JUL200603145894 Public Offer by RFS Holdings B.V. FOR ALL OF THE ISSUED AND OUTSTANDING (FORMERLY CONVERTIBLE) PREFERENCE SHARES, NOMINAL VALUE OF e2.24 PER SHARE, IN THE CAPITAL OF ABN AMRO Holding N.V. Offer Memorandum and Offer Memorandum for ABN AMRO ordinary shares (incorporated by reference in this Offer Memorandum) 20 July 2007 This Preference Shares Offer expires at 15:00 hours, Amsterdam time, on 5 October 2007, unless extended. OFFER MEMORANDUM dated 20 July 2007 11JUL200716232030 3JUL200720235794 11JUL200603145894 PREFERENCE SHARES OFFER BY RFS HOLDINGS B.V. FOR ALL THE ISSUED AND OUTSTANDING PREFERENCE SHARES, NOMINAL VALUE OF e2.24 PER SHARE, IN THE CAPITAL OF ABN AMRO HOLDING N.V. RFS Holdings B.V. (‘‘RFS Holdings’’), a company formed by an affiliate of Fortis N.V. and Fortis SA/NV (Fortis N.V. and Fortis SA/ NV together ‘‘Fortis’’), The Royal Bank of Scotland Group plc (‘‘RBS’’) and an affiliate of Banco Santander Central Hispano, S.A. (‘‘Santander’’), is offering to acquire all of the issued and outstanding (formerly convertible) preference shares, nominal value e2.24 per share (‘‘ABN AMRO Preference Shares’’), of ABN AMRO Holding N.V. (‘‘ABN AMRO’’) on the terms and conditions set out in this document (the ‘‘Preference Shares Offer’’). In the Preference Shares Offer, RFS Holdings is offering to purchase each ABN AMRO Preference Share validly tendered and not properly withdrawn for e27.65 in cash. Assuming 44,988 issued and outstanding ABN AMRO Preference Shares outstanding as at 31 December 2006, the total value of the consideration being offered by RFS Holdings for the ABN AMRO Preference Shares is e1,243,918.20.
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