abn m&a copyabn

I N T E R N A T I O N A L

IMD255v. 06.03.2010

DEAL MAKING IN TROUBLED WATERS: THE ABN AMRO TAKEOVER

Research Associate Luc Keuleneer prepared this case in cooperation with Professor Didier Cossin as a basis for class discussion rather than to illustrate either effective or ineffective handling of a business situation.

This case won the 2010 European Case Award, in the category Finance, Accounting and Control granted by ECCH in association with The Boston Consulting Group.

February 2007: Because of ABN AMROs underperforming shares, a British hedge fund, TCI (The Childrens Investment Fund), with a small stake in ABN AMRO, sent a letter to the banks chairman and CEO, Rijkman Groenink. It stated:

We believe that it would be in the interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole).

October 2007: After an eight-month, head-to-head battle with Barclays, the bank was finally sold to a Royal Bank of Scotland-led consortium, which included Banco Santander of Spain and Fortis, the Belgo-Dutch group. It was the largest financial services transaction ever and the first time that bidders had attempted to break up a large lender.

How could this have happened? Was it the result of TCIs letter? Or was there more to it than met the eye? Could the fact that investors were fed up with some of top managements strategic decisions in the recent past have been the trigger?

Was concentration in a limited number of markets (Europe, US, Brazil and Asia) and some very expensive and high profile deals, such as the acquisition of the Italian bank Antonveneta, a risky strategy? Was it really possible to create synergies in financial services in this way?

And what about the future? Did the battle between Barclays Bank and the consortium create a very good opportunity for the Royal Bank of Scotland, Fortis and Banco Santander?

Finally, why did the consortium persist in financing the deal, despite the fact that the turbulent financial markets were battering the share prices of both the Royal Bank of Scotland and Fortis? And what about the risks of splitting up the bank? Would it be possible to achieve this complex task successfully?

Copyright 2008 by IMD - International Institute for Management Development, Lausanne, Switzerland. Not to be used or reproduced without written permission directly from IMD.

For the exclusive use of S. Kapoor

This document is authorized for use only by Sakshi Kapoor in Mergers and Acquisitions - FCO1 .


- 2 - IMD-1-0276

BackgroundIn 1991 ABN Bank and AMRO Bank, the two largest commercial banks in the Netherlands, merged to form ABN AMRO Bank, the sole subsidiary of ABN AMRO Holding N.V., which was listed on Euronext (Amsterdam, Brussels and Paris) and the NYSE. The banks history was characterized by substantial international expansion (Europe, United States, Brazil and Asia) as well as the divestment of activities that were no longer consistent with the groups strategy.

At year-end 2006, the group had assets totaling 987 billion, more than 4,500 branches in 53 countries, and a staff of more than 105,000 full-time equivalents. It was a diversified group with a leading franchise in The Netherlands, where it was one of the three largest banks, with competitive advantages in the affluent individual and mid-size enterprise sectors. It also had a solid position in Brazil, where it was the third-largest private sector bank. It offered retail and commercial banking products to a diverse client base. In Asia, the group had commercial and retail businesses spanning 16 countries and territories, including emerging markets like Taiwan, Indonesia, India and Pakistan; it had 165 branches and offices. By the beginning of 2007, ABN AMRO was one of the largest financial institutions globally based on total assets, and it ranked among the top 10 in Europe and the top 15 worldwide

New CEO, New Strategy Groenink, who had been with AMRO since 1974, was appointed CEO of ABN AMRO in May of 2000. Within three months, he had outlined several goals for the bank, including being among the top five of 20 European and US financial institutions in its peer group before the end of 2004 (refer to Exhibit 1).

We will know whether we have achieved our governing objective when we have met new performance criteria to which management is committed. The primary criterium is a Total Return to Shareholders (TRS share price appreciation plus dividend yield) that places us in the top five of a high-performing set of 20 international peers. Managing for value will be much more than just a financial exercise for us []: it will simply be ABN AMROs way of life.1

Additionally, he introduced a strategy to reorganize the banks activities into three global and largely autonomous strategic business units (SBUs): wholesale clients, consumer & commercial clients, and private clients and asset management. The specific aims of this reorganization were to focus the activities and organization more precisely, to continue to improve service to clients and to increase the transparency of and accountability for value creation and destruction.

In 2004 there was a shift in focus when sweet spot clients were introduced. A cross-SBU consumer segment and a cross-SBU commercial segment were created to deliver high-quality solutions to these preferred client bases in countries around the world.

1 ABN AMRO Annual Report 2000, p. 19.




- 3 - IMD-1-0276

On March 17, 2005, Groenink announced:

Our goal was to be in the top five of our selected peer group of 20 banks, in terms of TRS at the end of 2004. We did not make it into the top five of our selected peer group. There are three main reasons for this. First, we faced greater challenges in the businesses over the four-year cycle than we had anticipated (). Second, we underestimated the impact of the required restructuring programmes on our businesses. And third, the targets we set were, with hindsight, too ambitious. We moved up from the bottom of the peer group to the 11thplace at the end of the cycle. We will continue to pursue our ambition of being in the top five of our selected peer group in terms of total return to shareholders.2

During the summer of 2006, the managing and supervisory boards of ABN AMRO realized that bridging the gap with the top five in the peer group was impossible based on the existing strategy. Another reorganization took place in 2006 when five regional client BUs (The Netherlands, Europe, North America, Latin America and Asia), serving consumer and commercial clients worldwide, were combined with two global client BUs (private clients and global clients) and three global product BUs (global markets, transaction banking and asset management). But by the end of 2006, ABN AMROs position in the peer group had dropped from 11 to 16.

The Takeover After reviewing the strategy, the board concluded that a stand-alone scenario would not bring ABN AMRO any closer to the top five. They therefore decided to look for a partner, even if it meant that ABN AMRO would be the junior partner. ABN AMRO had previously discussed the possibility of a takeover with HVB (Germany) in 2005, but HVB had not accepted at the time. A shortlist of possible merger candidates was drawn up including, among others, Barclays and ING.

After being rejected by ING, in early 2007 ABN AMRO reached an agreement with Barclays for a merger. Then, when the letter from TCI arrived on February 21, 2007, the merger with Barclays had to be made public earlier than anticipated and an announcement was made on April 23, 2007. (Refer to Exhibit 2 for the letter, Exhibit 3 for the takeover timeline and Exhibit 4 for the share price evolution and spread between 04/05/2001 and 28/02/2007 for ABN AMRO and the Dow Jones Euro Stoxx Banks.)

The Financials

Commenting on the events that followed the unexpected early announcement of the Barclays deal, Groenink said:

We were so busy with the Barclays deal. We didnt expect that the consortium should come with a higher bid3

2 ABN AMRO Annual Report 2004, p. 5. 3 Elsevier magazine [the Netherlands]. September 15, 2007, p. 28.




- 4 - IMD-1-0276

Background to the Bids4

The consortium of Fortis, Royal Bank of Scotland (RBS) and Santander made a bid for ABN AMRO of 71 billion or 38 per share. The bid was for 93% in cash and 7% in RBS shares. At the end of August 2007 this bid was 12.5% higher than the ABN AMRO share price and 20% higher than Barclays bid for ABN AMRO (59% in shares; 41% in cash).

Per share Composition

Bid (in %)

Total market cap

(EUR billion)

Share price ABN AMRO EUR 33.84 63.0

Barclays bidShare price Barclays gbp/eur share price Barclays cash of EUR 13.15 + # shares for 1 ABN share

Cash bid 2.13 Barclays shares for 1 ABN AMRO share

GBP

EUR#

EUREUR

5.931.4722

8.732.13

13.1518.60

4159

Value of Barclays bid EUR 31.75 59.1

Consortium bid share price RBS gbp/eur share price RBS bid: cash of EUR 35.6 + 0.296 share for 1 ABN share Cash bid 0.296 RBS share for 1 ABN AMRO share

GBP

EUR

EUREUR

5.681.4722

8.36

35.602.48

937

Value of consortium bid EUR 38.08 100 70.9

Fortis consideration (global asset management and private banking, and retail and commercial banking Netherlands) RBS consideration (wholesale bank, international retail business) Santander consideration (Antonveneta, Brasil)

33.8

38.3

27.9

24.0

27.2

19.8

Total 100.0 70.9

Bid consortium above ABN AMRO share price at the end of August 2007

Bid consortium above Barclays bid at the end of August 2007

12.5%19.9%

Source: Rabo Securities

4 Including revised offers in July 2007 / dates of comparison: end of August 2007.




- 5 - IMD-1-0276

A merger between ABN AMRO and Barclays would make the combined bank number two in Europe and number five globally, measured by market capitalization. It would have 47 million customers and be present in 64 countries. The rapid growth in international trade flows would represent an additional opportunity. Because ABN AMROs transaction banking franchise was already a market leader, combining with Barclays would create the biggest transaction bank in the world.

A takeover by the consortium would break ABN AMRO up as follows: x Fortis: BU Netherlands, BU private clients and BU asset management. x RBS: BU North America (including LaSalle), BU global clients, part of

wholesale clients, BU Asia and BU Europe

x Santander: BU Latin America & Antonveneta, Interbank and DMC.

The remaining assets would be shared for sale or dispersal at a later date.

Expected Synergies

Below is a summary of the estimated pre-tax annual cost synergies and revenue benefits expected to be realized by the end of 2010.

Barclays Consortium

Cost savings 2.8 billion 3.4 billion

Revenue benefits 0.7 billion 0.8 billion

Total 3.5 billion 4.2 billion

Implementation and restructuring cost 3.65 billion 5.54 billion

Financial information (20012008) for ABN AMRO is included in Exhibit 5. In Exhibit 6 valuation and profitability measures for European banks and the implied consortium acquisition multiples are given. Exhibit 7 includes information about the cost of equity for financial institutions and Exhibit 8 shows the evolution of the share prices for the different banks.

And the Winners Are The Advisors?

While Merrill Lynch alone advised the banking consortium, Barclays retained five investment banks. Barclays advisors included Citigroup, Crdit Suisse, Deutsche Bank, J.P. Morgan and Lazard. UBS, Lehman Brothers, Morgan Stanley were involved for ABN AMRO. According to Jean-Paul Votron, the CEO of Fortis:

The glue holding it all together was the sole advisory role of Merrill Lynch. If we had each insisted on having our own advisor, it would never have worked. Merrill did an amazing job of keeping the deal on track.5

5 Lambe, Geraldine. DAVOS: Fortis CEO: A Quiet Revolution. The Banker, January 2008.




- 6 - IMD-1-0276

Timing of the Deal

Throughout the summer of 2007, the impact of defaults in the US sub-prime mortgage market reverberated around the world, leading to the closure of specialist hedge funds; the rescue of the German banks IKB and Sachsen LB and of Northern Rock, the UK mortgage specialist bank; the near collapse of Bear Stearns, and so on.

The lack of confidence in the global money markets led to a flight-to-quality into Government paper and away from more traditional money market instruments such as CDs (certificates of deposit) and CP (commercial paper). The European Central Bank and Federal Reserve Bank each injected unprecedented amounts of cash into their money markets to ensure markets remained liquid.

This crisis marked the beginning of a change in the health of the banking sector. The question was: Would the deal still be possible in these troubled waters? Financials in the banking industry had changed completely by the end of 2007 and the beginning of 2008. There was, for instance, a dramatic change in expectations for the 2007/2008 price earnings ratios for financial institutions (expectations from March 2007 compared with those from March 2008). Would the deal still be acceptable to the shareholders of the consortium?

Expected price earnings ratios for 2007 and 2008 BANK

Expectation in March 2007 Expectation in March 2008

2007 2008 2007 2008

Dexia 11.3 10.2 9.0 8.1

Fortis 9.5 9.1 8.0 7.9

BNP Paribas 9.2 8.5 7.5 8.2

Crdit Agricole 9.0 8.5 5.3 6.4

National Bank of Greece

12.2 9.8 9.8 8.6

Unicredit 11.7 10.1 8.6 6.7

Banco Santander 10.9 9.6 8.4 8.0

BBVA 12.1 10.7 8.6 7.7

Source: Company data, ING estimates

The Consortium Perspective

The Royal Bank of Scotland Perspective

Sir Fred Goodwin, CEO of the Royal Bank of Scotland and the leader of the consortium, was quoted in the International Herald Tribune of October 10, 2007 as saying:

People who do win pay more than people who dont win. I dont feel like we overpaid.




- 7 - IMD-1-0276

Initially the intention was that RBS would acquire LaSalle and ABN AMROs global wholesale businesses and international retail businesses for a consideration of 27.2 billion. In The Sunday Herald on June 3, 2007, Sir Fred stressed that the consortiums bid was conditional on its acquiring LaSalle as part of the ABN AMRO deal.

However, in July the Dutch Supreme Court approved the sale of LaSalle to the Bank of America for 14.74 billion (US$21 billion). So it came as a surprise that the consortium did not revise its offer when it rebid for ABN AMRO a few days later, nor was there a change in the share of consideration within the consortium. RBS thus ended up with ABN AMROs wholesale division, minus LaSalle, probably bringing it additional risk in the form of credit derivatives.

Nearly one year later, it was reported in the April 22, 2008 edition of Fortunemagazine:

The board of RBS unanimously believes that the executive team has all the ability it needs to steer the bank through this tricky period. But the market doesnt seem to have reached the same conclusion: RBS shares have lost nearly half their value over the past year, since RBS led a three-bank consortium in the takeover of ABN AMRO

Limited Due Diligence

In a presentation on Tuesday May 29, 2007, Johnny Cameron, a member of the executive board of RBS, said:

Quite a few people have been through ABN AMRO and joined us or know ABN AMRO well. It is remarkable how much you can gain from external analysis around the world

and

We then had the one meeting in the Netherlands when I and some colleagues met with Pierre Overmars, member of the Executive Board of ABN AMRO, and had some conversations with him about his business. I have to say the one reaction I came away with was, if anything, our bottom up looks like an underestimate. I came away from that due diligence session with a great deal more confidence6

The Fortis Perspective

Fortis CEO, Jean-Paul Votron, was quoted in The Banker in January 2008 as saying:

We understood each other very quickly. There was no conflict between us over how we would divide the assets. There is an enormous amount of respect between the members of the consortium. I never had the impression that Fortis was seen as the smaller partner.

This contrasted with the way the consortium was portrayed in the media, where Fortis was routinely referred to as the junior partner (and even the weakest link).

6 Transcript of conference call with analysts.




- 8 - IMD-1-0276

Doubts were cast on the fairness of the price and the ability to obtain shareholder approval and pull together the considerable financing package required.

According to Votron:

We had always said that we would like to boost our Dutch presence, but we never thought we would have the opportunity to buy a piece of ABN AMRO. Like ING, it was just too big and too expensive.7

Exhibit 9 shows operating profit after tax for the ABN AMRO businesses to be acquired by Fortis. Fortis expected total synergies of 1.3 billion (before tax) to be realized by 2010, split into 86% cost synergies and 14% revenue synergies.

Exhibit 10 shows how Fortis intended to finance the 24 billion ABN AMRO acquisition. Two funding sources were remarkable. Fortis included in its financing one of the biggest rights issues ever (13.2 billion). A rights issue is a pre-emptive capital increase where existing shareholders receive one tradable right free of charge per share held. Shareholders could exercise and subscribe to new shares at the discounted subscription price, sell the rights on the stock exchange or let the rights expire.

Normally, the discounted subscription price does not economically impact current shareholders as long as it is offset by the value of the rights: Exhibit 11 shows information about the rights issue and the market value of the rights.

Another remarkable funding source came from the Chinese insurer Ping An. The approach to Fortis came in the middle of the negotiations and resulted in the Chinese insurer purchasing 4.18% of the Fortis Group for $2.7 billion, to become the Groups biggest shareholder. In March 2008 Fortis also sold a part of Fortis Investments to Ping An, the second largest insurance player in China, for 2 billion. Not everyone was completely happy with the increased Asian influence in the European banking industry. Peter Mandelson, EU Trade Commissioner, told AFP in February 2008:

We in Europe should welcome such investment from China and other wealth funds, and not reject it. [] but we need everyone to agree on a code of conduct and principles, governing the behaviour of these wealth funds, which provides transparency and good governance.

Votron denied any notion of cultural divide between Fortis and ABN AMRO, but was fully aware of the challenges. The most difficult element is the people side, he said. Cultural differences, not only between employees but also between members of the consortium, were just one of the different integration risks, since the ABN AMRO acquisition was relatively large for Fortis. Other risks were client retention, deteriorating economic and market circumstances, and operations (IT integration, etc.). Could the risks of transforming a domestic player into a global institution be managed effectively?

7 Lambe, Geraldine. DAVOS: Fortis CEO: A Quiet Revolution. The Banker, January 2008.




- 9 - IMD-1-0276

The Santander Perspective: The Winning Bidder?

Santander decided to sell Antonveneta before the ABN AMRO takeover was even completed, because the price Monte Paschi offered was too good to refuse. An insider told Reuters on November 8, 2007:

They [Monte Paschi] are offering 9 billion and can get better synergies out of Antonveneta than Santander could as a new entrant into the market. It is a spectacular deal.

In the ABN AMRO deal, Antonveneta had been valued at about 6.6 billion, including Interbanca, which was valued at 800 million to 1.1 billion, but Interbanca was not part of the deal with Monte Paschi. In March 2008 Interbanca was part of an asset swap, valued at 1 billion, between Santander and General Electric Co.

By buying ABN AMROs Brazilian unit, Banco Real, Santander doubled its size in Brazil and hoped to create an excellent fit with Banespa, the bank it had bought in 2000, in Latin Americas largest economy. Paulo Pereira da Silva, a federal deputy and head of the second biggest union grouping, noted:

By buying ABN AMROs Brazilian unit, Santander becomes a Brazilian powerhouse. Brazil is fast becoming the Republic of Santander.8

Santander was the first foreign bank able to compete with the top three Brazilian giants. Brazil was considered to have a lot of banking potential because of the much lower penetration ratios compared with other BRIC (Brazil, Russia, India and China) countries and developed countries (UK, US, Japan and Germany). Yet only five years earlier in 2002 major lenders had been pulling back on concerns that Brazil would default on its debt. Now they were fighting for a bigger slice of the Brazilian market as declining interest rates increased demand for loans.

Brazil Other BRIC Developed countries

Loans/GDPDeposits/GDPMortgages/GDPInsurance premiums/GDP

32%30%2%3%

58%79%5%3%

139%97%61%10%

Source: Merrill Lynch Research

8 Reuters, November 8, 2007




- 10 - IMD-1-0276

From Transition towards Separation and Integration As Johnny Cameron, a member of the executive board of RBS, put it:

There is no great magic or alchemy to integration. Its all about attitude, accountability and culture. We have a straightforward approach to getting things done at RBS. No excuses, make it happen and get it done through sheer hard graft.9

The consortium was clearly impatient to start cross-selling and to hit its synergy targets. Four leading principles were behind the synergies: consolidation, automation, improvement and smart sourcing.

But getting things done was constrained by a formal process for instance, some major divestments in the BU Netherlands in order to comply with the European Commission remedies imposed to address competition concerns.

The transition plan in fact a separation plan submitted by the consortium in December 2007 was finally approved by DNB (De Nederlandsche Bank, the central bank of the Netherlands) on March 10, 2008.

The core of this transition plan was based on three categories: 1. Activity is solely related to one partner:

=> Decouple and transfer to consortium partner

2. Activity is mainly used by a partner but also by others: => System goes to main partner, service level agreements provided till either migration to partner system or copy (clone) is made

3. Activity is highly shared & integrated and splitting is too costly, difficult or risky => Operate it jointly (e.g. in joint venture structure) as defined in consortium shareholders agreement.

Source: Fortis

Meanwhile, integration programs were set up. For Fortis alone, this meant more then 125 integration initiatives, spanning more than 1,000 projects, coordinated by 15 integration steering groups.

It was still the firm conviction of the consortium that the split up of ABN AMRO was a low-risk separation and would be a quick integration process, to be completed before the end of 2010.

As Votron commented:

We are creating long-term value for our shareholders, career prospects for our staff and a leading competitor in the markets we operate in.10

(Refer to Exhibits 12 to 14 for an overview of financial data for consortium members.)

9 Transcript of conference call with analysts. 10 Fortis Reports Strong Progress in the Integration of ABN AMRO: Timetable, Synergies and Integration Process Fully on Track. Fortis Press Release, May 22, 2008.




- 11 - IMD-1-0276

List of Exhibits

Exhibit 1: ABN AMROs Peer Group

Exhibit 2: TCIs Letter to ABN AMRO

Exhibit 3: Takeover Timeline

Exhibit 4: Share Price Evolution and Spread ABN AMRO Dow Jones Euro Stoxx Banks Index (May 4, 2001 to February 28, 2007)

Exhibit 5: Performance and Valuation Information ABN AMRO (20012008)

Exhibit 6a: Valuation & Profitability Measures for European Banks (20012008)

Exhibit 6b: Implied Consortium Acquisition Multiples

Exhibit 7: Cost of Equity for Financial Institutions (AprilMay 2007)

Exhibit 8: Share Price Evolution for ABN AMRO, Barclays, Royal Bank of Scotland, Fortis, Banco Santander and the DJ Euro Stoxx Banks Index

Exhibit 9: Income Statement of ABN AMRO Businesses to be Acquired by Fortis

Exhibit 10: Fortiss Financing of the ABN AMRO Acquisition

Exhibit 11: Fortis Rights Issue

Exhibit 12: Overview Financial Data Royal Bank of Scotland

Exhibit 13: Overview Financial Data Fortis

Exhibit 14: Overview Financial Data Banco Santander




- 12 - IMD-1-0276

Exhibit 1 ABN AMROs Peer Group

ABN AMROs single corporate measure of success is the Total Return to Shareholders (TRS). The TRS is measured against that of 20 competitors that have been set as the peer set:

Bank one HSBC Holdings

Barclays HypoVereinsbank

BBVA ING Group

BNP Paribas Lloyds TSB

BSCH Merill Lynch

JPMorganChase Morgan Stanley

Citigroup Nordea

Crdit Suisse Socit Gnrale

Deutsche Bank UBS

Fleet Boston Wells Fargo

Source: ABN AMRO




- 13 - IMD-1-0276

Exhibit 2 TCIs Letter to ABN AMRO

20 February 2007

Mr. Arthur C. Martinez Chairman of the Supervisory Board ABN AMRO Holding N.V. Gustav Mahlerlaan 10 1082 PP AMSTERDAM

Mr. Rijkman W.J. Groenink Chairman and CEO of the Managing Board ABN AMRO Holding N.V. Gustav Mahlerlaan 10 1082 PP AMSTERDAM

cc. Mr. H.W. Nagtglas Versteeg Company Secretary ABN AMRO Holding N.V. Gustav Mahlerlaan 10 1082 PP AMSTERDAM

Dear Mr Martinez and Mr Groenink,

Agenda items for the AGM of ABN AMRO Holding N.V. on 26 April 2007

The Childrens Investment Fund Management (UK) LLP is the London based fund manager for The Childrens Investment Master Fund. The fund manager was formed by Christopher Hohn in 2003. I, Patrick Degorce, am one of its founding members.

The Childrens Investment Master Fund currently owns more than 1% of the share capital of ABN AMRO Holding N.V. (ABN AMRO) and the funds shareholding has a market value in excess of 50 million euros. Enclosed with this letter is evidence of The Childrens Investment Master Funds shareholding in ABN AMRO. Article 28.5 of the articles of association of ABN AMRO give shareholders who represent at least 1% of ABN AMROs capital or who hold shares with a market value of at least 50 million euros, per the Official List of Euronext Amsterdam N.V, the right to request that the Managing Board or the Supervisory Board place items on the agenda for a General Meeting of shareholders.

As Chairman of the Supervisory Board you are the ultimate guardian and fiduciary of shareholders interests. Therefore we are writing to give you the background to our request today for five motions to be put to all shareholders of ABN AMRO at the next AGM scheduled for 26 April 2007.




- 14 - IMD-1-0276

Exhibit 2 (continued)

Since the current chairman of the Managing Board was appointed in May 2000 ABN AMRO has given shareholders a cumulative share price return of 0% (excluding dividends) compared to (a) the ABN AMRO selected peer group of approximately 44% and (b) the Dow Jones Euro Stoxx Banks Index of 44% (all numbers are for the period 1 June 2000 to 31 January 2007).

This terrible shareholder return is a function of the fact that ABN AMROs underlying earnings per share has been broadly flat for around 6 years, during a time when nearly all banks globally have enjoyed a period of strong earnings growth.

The Managing Board has presented several restructuring strategies over the last 6 years which were supposed to accelerate earnings growth which would be reflected in a higher share price. In 2006 they again committed to cut costs and they have so far failed to deliver.

As shareholders we are also concerned that, if the credit environment were to worsen, the current profitability of ABN AMRO could be significantly impacted and further weaken the capacity of ABN AMRO to invest and grow.

The recent acquisition of Banca Antonveneta at a very high price has also failed to deliver the promised shareholder value and has caused the market to discount ABN AMROs share price to reflect its concern over the Managing Boards acquisition strategy.

As a result of the above failures and risks, we believe that ABN AMROs current market capitalisation stands at a significant discount to the fair value of ABN AMROs underlying assets.

The sum of the parts analysis conducted by most sell-side analysts show that the aggregate value of ABN AMROs businesses would justify a price significantly in excess of 30 euros per share. This view was recently echoed in a note published on 11 January 2007 by the number one rated (by Institutional Investor) European bank analyst working at Merrill Lynch, entitled Now or Never. In addition, most analysts see further upside from aligning the profitability of ABN AMROs major businesses to the level of their best in class peers.

We believe that it would be in the best interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to actively pursue the potential break up, spin-off, sale or merger of its various businesses (or as a whole), in much the same way you successfully managed and executed when you were the CEO at Sears. We believe that this strategy would not only create significant shareholder value but also would best serve all the stakeholders who otherwise would suffer over the long term from the structurally declining competitive position of ABN AMRO.




- 15 - IMD-1-0276


We believe that it would be in the best interests of all shareholders, other stakeholders and ABN AMRO for the Managing Board of ABN AMRO to cease its current acquisition strategy which we believe could further erode shareholder value. In particular there has been repeated press speculation about the potential acquisition of Capitalia SpA. We think such an acquisition would have a negative impact upon the share price of ABN AMRO given the current high valuation of Capitalia relative to ABN AMROs own

valuation and the risk of the acquisition causing the departure of Capitalias very successful management team.

For the above reasons we are requesting the attached independent motions to be put on the agenda (as per article. 28.5 of the articles of association) as separate items for the shareholders to vote on at the Annual General Meeting to be held on 26 April 2007.

I should be grateful to meet with you to discuss the contents of this letter at your earliest convenience.

We kindly request you to confirm to us by return that you have received this letter and will include our motions on the agenda for the Annual General Meeting to be held on 26 April 2007.

Yours sincerely,

Patrick Degorce The Childrens Investment Fund Management (UK) LLP Encs.

The Childrens Investment Fund Management (UK) LLP is a limited liability partnership registered in England and Wales with registered number OC304797. A list of members names is open to inspection at its registered office and principal place of business 7 Clifford Street, London, W18 2WE, England. The Childrens Investment Fund Management (UK) LLP is authorised and regulated by the Financial Services Authority.



I N T

E R

N A

T I O

N A

L

- 16

- IM

D-1

-027

6

Exhi

bit 3

Ta

keov

er T

imel

ine

Augu

stJu

lyO

ctob

erSe

ptem

ber

May

Mar

chAp

rilFe

brua

ry

Briti

sh h

edge

fund

TCI

send

s ABN

A

MRO

a le

tter d

eman

ding

that

the

com

pany

split

or s

ell i

tself

bec

ause

of

und

erpe

rform

ing

shar

es.

ABN

AM

RO sa

ys it

is in

ex

plor

ator

y m

erge

r tal

ks w

ith

Briti

sh b

ank

Barc

lays

PLC

. A d

ay

late

r, th

ey b

ecom

e ex

clus

ive.

ABN

AM

RO sa

ys it

has

rece

ived

an

unso

licite

d le

tter f

rom

a c

onso

rtium

of

ban

ks le

d by

Roy

al B

ank

of

Scot

land

PLC

invi

ting

it to

ex

plor

ator

y ac

quisi

tion

talk

s.

Inste

ad o

f atte

ndin

g a

plan

ned

mee

ting

with

RBS

, ABN

AM

RO

unve

ils a

man

agem

ent-b

acke

d ag

reem

ent t

o be

acq

uire

d by

Ba

rcla

ys. I

t also

ann

ounc

es th

e su

rpris

e sa

le o

f LaS

alle

Ban

k Co

rp.

to B

ank

of A

mer

ica

Corp

. for

$21

bi

llion

(15

.5 b

illio

n), s

een

as a

po

ison

pill

mea

sure

to fr

ustra

te

RBS.

ABN

AM

RO sh

areh

olde

rs a

ppro

ve

a no

nbin

ding

mot

ion

by T

CI

reso

lvin

g th

at th

e co

mpa

ny sh

ould

sp

lit it

self

a

clea

r reb

uke

to

man

agem

ent f

or p

refe

rring

Ba

rcla

ys.

The

RBS

cons

ortiu

m se

nds A

BN

AM

RO a

lette

r sta

ting

its in

tent

ion

to la

unch

a b

id a

nyw

ay, a

t a p

rice

appr

oxim

atel

y 10

% h

ighe

r tha

n Ba

rcla

yso

ffer.

Am

sterd

ams

Sup

erio

r Cou

rt bl

ocks

th

e sa

le o

f LaS

alle

to B

ofA

, say

ing

shar

ehol

ders

shou

ld h

ave

been

co

nsul

ted

first.

Leg

al d

eadl

ock

ensu

es.

RBS

cons

ortiu

m u

nvei

ls its

mos

tly

cash

bid

, wor

th 1

0% m

ore

than

the

Barc

lays

bid

.

The

Dut

ch S

upre

me

Cour

t ove

rrule

s th

e Su

perio

r Cou

rt de

cisio

n, an

d La

Salle

is so

ld to

Bof

A.

RBS

says

it w

ill re

bid,

des

pite

lo

sing

LaSa

lle.

Barc

lays

incr

ease

s the

cas

h co

mpo

nent

of i

ts of

fer,

but i

t re

mai

ns w

ell b

elow

the

RBS

leve

l.

ABN

AM

ROs

boar

d re

tract

s its

back

ing

of B

arcl

ays

bid,

but

doe

s no

t end

orse

RBS

.

ABN

AM

ROs

shar

e pr

ice

falls

be

low

bot

h of

fer p

rices

, am

id fe

ars

it w

ill c

ome

undo

ne b

ecau

se o

f pa

nic

on g

loba

l mar

kets.

RBS

an

noun

ces i

t has

bui

lt a 3

.25%

stak

e in

ABN

AM

RO th

ough

ope

n m

arke

t pu

rcha

ses,

signa

ling

its

dete

rmin

atio

n to

pre

ss a

head

.

ABN

AM

RO C

EO R

ijkm

anG

roen

ink

conc

edes

Bar

clay

s is

likel

y to

lose

take

over

figh

t.

Dut

ch fi

nanc

e m

inist

er is

sues

a

state

men

t of

no o

bjec

tion

to th

e RB

S bi

d, w

idel

y se

en a

s Bar

clay

sla

st ho

pe.

Forti

srec

eive

s EU

app

rova

l for

its

shar

e of

the

take

over

, afte

r pr

omisi

ng to

mak

e m

inor

disp

osal

s..

Barc

lays

with

draw

s fro

m b

iddi

ng

afte

r its

offe

r fai

ls to

attr

act 1

% o

f sh

ares

.

RBS

decl

ares

vic

tory

and

clo

sing

of

the

deal

.

21

19

13 23 25 26

35

14

13 16 23 30

17 20

3517

2007

Augu

stJu

lyO

ctob

erSe

ptem

ber

May

Mar

chAp

rilFe

brua

ry

Briti

sh h

edge

fund

TCI

send

s ABN

A

MRO

a le

tter d

eman

ding

that

the

com

pany

split

or s

ell i

tself

bec

ause

of

und

erpe

rform

ing

shar

es.

ABN

AM

RO sa

ys it

is in

ex

plor

ator

y m

erge

r tal

ks w

ith

Briti

sh b

ank

Barc

lays

PLC

. A d

ay

late

r, th

ey b

ecom

e ex

clus

ive.

ABN

AM

RO sa

ys it

has

rece

ived

an

unso

licite

d le

tter f

rom

a c

onso

rtium

of

ban

ks le

d by

Roy

al B

ank

of

Scot

land

PLC

invi

ting

it to

ex

plor

ator

y ac

quisi

tion

talk

s.

Inste

ad o

f atte

ndin

g a

plan

ned

mee

ting

with

RBS

, ABN

AM

RO

unve

ils a

man

agem

ent-b

acke

d ag

reem

ent t

o be

acq

uire

d by

Ba

rcla

ys. I

t also

ann

ounc

es th

e su

rpris

e sa

le o

f LaS

alle

Ban

k Co

rp.

to B

ank

of A

mer

ica

Corp

. for

$21

bi

llion

(15

.5 b

illio

n), s

een

as a

po

ison

pill

mea

sure

to fr

ustra

te

RBS.

ABN

AM

RO sh

areh

olde

rs a

ppro

ve

a no

nbin

ding

mot

ion

by T

CI

reso

lvin

g th

at th

e co

mpa

ny sh

ould

sp

lit it

self

a

clea

r reb

uke

to

man

agem

ent f

or p

refe

rring

Ba

rcla

ys.

The

RBS

cons

ortiu

m se

nds A

BN

AM

RO a

lette

r sta

ting

its in

tent

ion

to la

unch

a b

id a

nyw

ay, a

t a p

rice

appr

oxim

atel

y 10

% h

ighe

r tha

n Ba

rcla

yso

ffer.

Am

sterd

ams

Sup

erio

r Cou

rt bl

ocks

th

e sa

le o

f LaS

alle

to B

ofA

, say

ing

shar

ehol

ders

shou

ld h

ave

been

co

nsul

ted

first.

Leg

al d

eadl

ock

ensu

es.

RBS

cons

ortiu

m u

nvei

ls its

mos

tly

cash

bid

, wor

th 1

0% m

ore

than

the

Barc

lays

bid

.

The

Dut

ch S

upre

me

Cour

t ove

rrule

s th

e Su

perio

r Cou

rt de

cisio

n, an

d La

Salle

is so

ld to

Bof

A.

RBS

says

it w

ill re

bid,

des

pite

lo

sing

LaSa

lle.

Barc

lays

incr

ease

s the

cas

h co

mpo

nent

of i

ts of

fer,

but i

t re

mai

ns w

ell b

elow

the

RBS

leve

l.

ABN

AM

ROs

boar

d re

tract

s its

back

ing

of B

arcl

ays

bid,

but

doe

s no

t end

orse

RBS

.

ABN

AM

ROs

shar

e pr

ice

falls

be

low

bot

h of

fer p

rices

, am

id fe

ars

it w

ill c

ome

undo

ne b

ecau

se o

f pa

nic

on g

loba

l mar

kets.

RBS

an

noun

ces i

t has

bui

lt a 3

.25%

stak

e in

ABN

AM

RO th

ough

ope

n m

arke

t pu

rcha

ses,

signa

ling

its

dete

rmin

atio

n to

pre

ss a

head

.

ABN

AM

RO C

EO R

ijkm

anG

roen

ink

conc

edes

Bar

clay

s is

likel

y to

lose

take

over

figh

t.

Dut

ch fi

nanc

e m

inist

er is

sues

a

state

men

t of

no o

bjec

tion

to th

e RB

S bi

d, w

idel

y se

en a

s Bar

clay

sla

st ho

pe.

Forti

srec

eive

s EU

app

rova

l for

its

shar

e of

the

take

over

, afte

r pr

omisi

ng to

mak

e m

inor

disp

osal

s..

Barc

lays

with

draw

s fro

m b

iddi

ng

afte

r its

offe

r fai

ls to

attr

act 1

% o

f sh

ares

.

RBS

decl

ares

vic

tory

and

clo

sing

of

the

deal

.

21

19

13 23 25 26

35

14

13 16 23 30

17 20

3517

2007



I N T

E R

N A

T I O

N A

L

- 17

- IM

D-1

-027

6

Exhi

bit 4

Sh

are P

rice

Evo

lutio

n an

d Sp

read

ABN

AM

RO

D

ow J

ones

Eur

o St

oxx

Bank

s Ind

ex (M

ay 4

, 200

1 to

Feb

ruar

y 28

, 200

7)

Sour

ce: B

loom

berg




- 18 - IMD-1-0276

Exhibit 5 Performance and Valuation Information

ABN AMRO (20012008)

Year ending 31/12 2001 2002 2003 2004 2005 2006 2007E 2008E

PROFIT & LOSS ( million)

Net interest revenue Non-interest income CommissionsTrading revenue Other revenue Total revenue Total Operating Costs Pre-Provision profit/(loss) Bad debt expense Operating profit Pre-tax profit Tax

10,0908,7445,2141,5521,978

18,83414,053

4,8051,5043,2773,2771,076

9,8458,4334,6371,4772,319

18,27812,8715,4551,6953,7123,7121,093

9,7239,0704,4641,9932,613

18,79312,6016,2081,2744,9184,9181,503

8,79610,839

4,5652,2174,057

19,63514,789

4,846616

4,2304,230

770

9,06114,154

4,7463,8985,510

23,21516,883

6,332649

5,6835,6831,241

10,79515,737

6,1123,9945,631

26,53218,483

8,0481,8816,1686,1681,347

10,26414,963

5,8113,7985,354

25,22717,641

7,5862,3245,2625,2621,631

10,70415,604

6,0603,9605,583

26,30717,786

8,5212,6135,9095,9091,851

VALUATION RATIOS & PROFITABILITY MEASURES

P/E ROE (%) ROIC (invested capital) (%) Dividend yield (%)

11.524.5

8.54.3

12.819.710.1

5.1

8.425.911.6

5.9

8.923.911.6

5.5

8.123.412.4

5.5

9.520.611.1

4.9

12.414.610.0

5.3

11.015.510.7

5.8

GROWTH RATES & KEY RATIOS

Growth in revenues (%) Growth in costs (%) Net interest margin (%) Cost income ratio (%)

27

1.8974.5

-3-8

1.8470.2

3-2

1.7267.0

417

1.4775.3

1814

1.4172.7

149

1.5769.7

-5-5

1.4569.9

41

1.5167.6

Source: Company data, Deutsche Bank estimates

Information based on information and expectations in January 2007




- 19 - IMD-1-0276

Exhibit 6a Valuation & Profitability Measures for European Banks (20012008)

Year ending 31/12 2001 2002 2003 2004 2005 2006 2007E 2008E

VALUATION & PROFITABILITY MEASURES

P/E ROE (%) ROIC (invested capital) (%)Dividend yield (%) Growth in revenues (%) Growth in costs (%) Net interest margin (%) Cost income ratio (%)

2011.212.6

3.27

131.9064.7

1910.1

123.5-2-3

1.9764.1

14,212.113.3

4.23

-51.9860.3

11,815.614.93.81315

1.9960.8

10,917.715.4

3.81715

1.9660.1

10,819.415.6

3.5104

1.8056.9

11,717.916.2

3.574

1.8155.3

10,618.016.9

484

1.8353.4

Information based on information and expectations in January 2007

Source: Company data, Deutsche Bank estimates

Exhibit 6b Implied Consortium Acquisition Multiples

MULTIPLES

2006 2007 2008

Fortis acquisition P/E 19.9x 17.6x 16.1x

RBS acquisition P/E 16.9x 16.3x 15.8x

Santander acquisition P/E 20.5x 18.3x 15.2x

Total 18.8x 17.3x 15.7x

Source: Greenhill




- 20 - IMD-1-0276

Exhibit 7 Cost of Equity for Financial Institutions (AprilMay 2007)

A. BETA ANALYSIS

European large cap banks

BARRAEuropean Predicted Beta

BLOOMBERG Raw Beta

(19992006)

Average Median

1.28 1.19

1.14 1.15

Source Barra, Bloomberg

B. EQUITY RISK PREMIUM

Belgium 4.50%

UK 4.78%

Spain 5.63%

Source Bloomberg

C. INTEREST RATES

1 year Euribor: 4.27%

10 year Gilt: 5.11%



I N T

E R

N A

T I O

N A

L

- 21

- IM

D-1

-027

6

Exhi

bit 8

Sh

are P

rice

Evo

lutio

n fo

r ABN

AM

RO

, Bar

clay

s, R

oyal

Ban

k of

Sco

tland

, For

tis, B

anco

San

tand

eran

d th

e DJ

Euro

Sto

xx B

anks

Inde

x

Sour

ce: T

hom

son

Dat

astre

am, a

cces

sed

June

9, 2

008

9/6

/08

20

00

20

01

20

02

20

03

20

04

20

05

20

06

20

07

20

40

60

80

10

0

12

0

14

0

16

0

18

0

20

0

22

0

24

0 BA

RC

LA

YS

(~

E )

RO

YA

L B

AN

K O

F S

CT

L.G

P.

(~E

)F

OR

TIS

(~

E )

BA

NC

O S

AN

TA

ND

ER

(~

E )

AB

N A

MR

O H

OLD

ING

DE

AD

- 2

5/04

/08

(~E

)D

J E

UR

O S

TOX

X B

AN

KS

E -

PR

ICE

IN

DE

X (

~E )

So

urc

e: T

ho

mso

n D

ata

str

ea

m

BAN

CO

SAN

TAN

DER

(~E)

ABN

AM

RO

HO

LDIN

G (~

E)D

J EU

RO

STO

XX B

ANKS

E

PRIC

E IN

DEX

(~E)

BAR

CLA

YS (~

E)R

OYA

L BA

NK

OF

SCTL

.GP.

(~E)

FOR

TIS

(~E)

sh

are

pric

es a

t 100

(on

31.0

3.20

00)

Barc

lays

6.93

RBS

4.07

Forti

s22

.39

Banc

oSa

ntan

der

11.2

3AB

N A

MR

O23

.29

DJ

Euro

Sto

xxBa

nks

Inde

x30

2.88

9/6

/08

20

00

20

01

20

02

20

03

20

04

20

05

20

06

20

07

20

40

60

80

10

0

12

0

14

0

16

0

18

0

20

0

22

0

24

0 BA

RC

LA

YS

(~

E )

RO

YA

L B

AN

K O

F S

CT

L.G

P.

(~E

)F

OR

TIS

(~

E )

BA

NC

O S

AN

TA

ND

ER

(~

E )

AB

N A

MR

O H

OLD

ING

DE

AD

- 2

5/04

/08

(~E

)D

J E

UR

O S

TOX

X B

AN

KS

E -

PR

ICE

IN

DE

X (

~E )

So

urc

e: T

ho

mso

n D

ata

str

ea

m

BAN

CO

SAN

TAN

DER

(~E)

ABN

AM

RO

HO

LDIN

G (~

E)D

J EU

RO

STO

XX B

ANKS

E

PRIC

E IN

DEX

(~E)

BAR

CLA

YS (~

E)R

OYA

L BA

NK

OF

SCTL

.GP.

(~E)

FOR

TIS

(~E)

sh

are

pric

es a

t 100

(on

31.0

3.20

00)

Barc

lays

6.93

RBS

4.07

Forti

s22

.39

Banc

oSa

ntan

der

11.2

3AB

N A

MR

O23

.29

DJ

Euro

Sto

xxBa

nks

Inde

x30

2.88

sh

are

pric

es a

t 100

(on

31.0

3.20

00)

Barc

lays

6.93

RBS

4.07

Forti

s22

.39

Banc

oSa

ntan

der

11.2

3AB

N A

MR

O23

.29

DJ

Euro

Sto

xxBa

nks

Inde

x30

2.88




- 22 - IMD-1-0276

Exhibit 9 Income Statement of ABN AMRO Businesses to be Acquired by Fortis

This exhibit shows a consolidated overview of 100% of the BU Netherlands, 100% of the former Bouwfonds mortgage business, 15% of the wholesale banking business in the Netherlands (as Fortis intended to acquire approximately 60 to 100 of the 300 Dutch wholesale banking clients of ABN AMRO, especially the ones with a revenue below 1 billion) and 100% of the global private banking and global asset management activities.

In million 00 01 02 03 04 05 06 07E 08E 09E 10E

Interest

Net commissions

Results financial transactions

Other

2,775

1,683

77

196

2,432

1,680

99

195

2,692

1,582

68

189

2,975

1,516

71

215

2,928

1,710

102

222

3,713

1,882

211

339

3,539

2,083

202

409

3,654

2,269

262

382

3,731

2,372

253

315

3,847

2,504

249

327

3,940

2,653

271

335

Total revenue

Operating expenses

4,731

3,553

4,406

3,732

4,531

3,648

4,777

3,667

4,962

3,733

6,145

4,262

6,232

4,183

6,566

4,414

6,671

4,554

6,926

4,704

7,198

4,846

Operating result

Addition to loan loss provision

Value adj financial fixed assets

1,178

77

0

674

125

-5

883

151

8

1,110

255

1

1,229

173

0

1,883

305

0

2,049

388

0

2,152

380

0

2,117

364

0

2,222

280

0

2,352

335

0

Operating profit before tax

Taxes

1,101

331

554

173

724

231

854

227

1,056

327

1,578

433

1,661

450

1,733

444

1,753

457

1,842

479

2,017

523

Group profit after taxes 770 381 493 627 729 1,145 1,211 1,329 1,296 1,363 1,494

Source: Rabo Securities




- 23 - IMD-1-0276

Exhibit 10 Fortiss Financing of the ABN AMRO Acquisition

Funding Source Amount ( billion)

Capital Relief Transaction (5 to 8 billion)

Sale of Fortis non-core assets*

Securitization

Sale of ABN AMRO shared assets

2.5

2

2

Tier 1 Capital instruments

Conditional Capital Exchangeable Notes (CCENs)

Other Tier 1 instruments

2

3 to 5

Capital increase

Rights issues 13.2

Total > 24 billion

Source: Fortis

* Sale of Fortis Investments to PING AN




- 24 - IMD-1-0276

Exhibit 11 Fortis Rights Issue

Pre-issue Rights issue

Share price ()

Number of shares

Portfolio Value ()

26.62

150

3,993

15.00 Issued at 44% discount

100 2 shares for 3 rights ratio

1,500 Investment required

Source: Fortis

Evolution Price of Right on Euronext (September October 2007)

Source: Bloomberg




- 25 - IMD-1-0276

Exhibit 12 Overview Financial Data Royal Bank of Scotland

OVERVIEW

12/2007 12/2006 12/2005 12/2004 12/2003

Sales -1yr growth

Net inc/net profit (loss)

Net income -1 yr growth

P/E ratio

Total assets

Total liabilities

Tot shareholder equity

Book value per share

Historical market cap

Fully Dil market cap

Cash-Inv activities

Other financing activities

Dividend filed

Return on common equity

Operating margin

25.81

7303.00

17.75

5.70

1900519.00

1809093.00

91426.00

4.55

44427.57

43710.12

-74830.00

37633.00

7.48

15.13

20.21

13.34

6202.00

15.02

10.56

871432.00

825942.00

45490.00

3.65

62836.18

64632.99

-37880.00

-2195.00

3.88

15.89

23.19

21.37

5392.00

5.48

10.57

776827.00

739283.00

37544.00

3.17

56099.35

56914.65

-39390.00

2846.00

3.45

15.24

23.85

18.81

5112.00

28.51

11.13

588122.00

550725.00

37397.00

3.06

55584.04

55328.16

-82353.00

2944.00

3.31

17.01

27.19

9.08

3978.00

29.41

21.40

454428.00

425617.00

28811.00

2.24

48776.49

48606.38

-31879.00

-186.00

3.06

9.65

25.23

EMPLOYEE DATA

12/2007 12/2006 12/2005 12/2004 12/2003

Number of employees

Net income per 1,000 employees

Sales per 1,000 employees

Asst per 1,000 employees

226400.00

32.26

218.75

8394.52

142600.00

43.49

276.07

6111.02

144900.00

37.21

239.71

5361.13

133300.00

38.35

214.69

4412.02

119500

33.29

201.56

3802.74

ENTERPRISE VALUE

12/2007 12/2006 12/2005 12/2004 12/2003


Tot debt (ST & DT debt)

Cash & equivalents

Enterprise value

44427.57

625772.00

237326.00

471261.60

62836.18

296689.00

88727.00

276061.20

56099.35

274454.00

75346.00

257316.30

55584.04

218589.00

65366.00

212299.00

48776.49

146706.00

58214.00

142904.50

Source: Bloomberg (where applicable in million)




- 26 - IMD-1-0276


Historical volatility on May 16, 2008

5D vol 43.01

15D vol 41.75

30D vol 46.13

365D vol 40.60

Credit rating: Standard & Poors

1. Outlook

2. LT Foreign Issuer Credit

3. LT Local Issuer Credit

4. ST Foreign Issuer Credit

5. ST Local Issuer Credit

NEG

AA-

AA-

A-1+

A-1+

Source: Bloomberg




- 27 - IMD-1-0276

Exhibit 13 Overview Financial Data Fortis

OVERVIEW

12/2007 12/2006 12/2005 12/2004 12/2003

Sales -1yr growth


Net income 1 yr growth

P/E ratio

Total assets

Total liabilities

Tot shareholder eqty



Fully dil market cap

Cash-inv activities


Dividend filed


Operating margin

29.33

3994.00

-8.21

10.49

871179.00

836985.00

34194.00

15.08

39477.24

36234.68

-16576.00

-815.00

3.28

14.88

2.36

8.18

4351.00

10.42

9.56

775229.00

753678.00

21551.00

13.38

41761.22

43102.37

-15397.00

-150.00

4.33

21.99

6.48

24.80

3940.50

67.43

8.78

728994.50

709338.40

19656.10

12.35

34593.29

35702.31

-17477.90

122.80

4.30

23.00

6.88

78.10

2353.50

7.10

11.06

614085.30

598407.30

15677.40

10.02

26065.09

26878.77

-10767.60

-221.90

5.11

17.34

4.48

-.23

2197.40

313.36

9.21

523364.20

509435.00

13929.20

7.77

20287.01

21339.68

-28205.00

228.30

5.77

19.46

6.70

EMPLOYEE DATA

12/2007 12/2006 12/2005 12/2004 12/2003

Number of employees



Asst per 1,000 employees

64973.00

61.47

1609.85

13408.32

59747.00

72.82

1353.69

12975.20

54245.00

72.64

1378.29

13438.93

48859.00

48.17

1226.19

12568.52

64454.00

34.09

521.90

8119.97

ENTERPRISE VALUE

12/2007 12/2006 12/2005 12/2004 12/2003



Cash & equivalents

Enterprise value

39477.24

406018.00

145396.00

301246.20

41761.22

400512.00

110544.00

332636.20

34593.29

396014.40

102823.90

328510.90

26065.09

320382.00

89216.70

257570.40

20287.01

172820.40

87.732.20

107495.90





- 28 - IMD-1-0276



5D vol 17.74

15D vol 15.42

30D vol 19.77

365D vol 33.41


1. Outlook





NEG

A+

A+

A-1

A-1

Source: Bloomberg




- 29 - IMD-1-0276

Exhibit 14 Overview Financial Data Banco Santander

OVERVIEW

12/2007 12/2006 12/2005 12/2004 12/2003

Sales -1yr growth


Net income 1 yr growth

P/E ratio

Total assets

Total liabilities

Tot shareholder eqty



Fully dil market cap

Cash-inv activities


Dividend filed


Operating margin

21.89

9060.26

19.28

11.35

912915.00

855356.90

57558.16

8.83

92497.90

94776.30

-75052.26

41455.40

4.40

18.11

18.10

10.02

7595.95

22.12

14.24

833872.70

786800.50

47072.30

7.17

88435.75

88833.53

-80110.82

53615.67

3.68

17.95

17.15

72.15

6220.10

72.50

11.16

809106.90

766480.30

42626.70

6.36

69735.40

69842.90

-54427.05

40192.47

3.74

16.77

15.42

9.32

3605.87

38.11

12.58

664486.30

627986.00

36500.27

5.50

57101.72

45276.58

-32390.19

11925.03

3.65

12.13

17.78

-17.34

2610.82

16.18

17.14

351780.40

321289.80

30490.62

5.26

44751.47

NA

NA

NA

3.23

10.66

6.47

EMPLOYEE DATA

12/2007 12/2006 12/2005 12/2004 12/2003

Number of employees



Cost per 1,000 employees

131819.00

68.73

456.01

6925.52

128339.00

59.19

384.27

6497.42

129196.00

48.14

346.95

6262.63

127427.00

28.30

204.34

5214.64

103038.00

25.34

231.17

3414.08

ENTERPRISE VALUE

12/2007 12/2006 12/2005 12/2004 12/2003



Cash & equivalents

Enterprise value

92497.90

432967.30

81982.28

445841.20

88435.75

395212.40

74209.74

411659.20

69735.40

362337.80

75859.48

359061.90

57101.72

269706.00

71089.09

257803.90

44751.47

147591.10

24436.33

173345.70





- 30 - IMD-1-0276



5D vol 11.62

15D vol 12.65

30D vol 18.67

365D vol 25.60


1. Outlook





STABLE

AA

AA

A-1

A-1

Source: Bloomberg



abn m&a copyabn

Documents