Filed by Banco Santander, S.A.
This communication is filed pursuant to Rule 425 under The Securities Act of 1933, as amended.
Subject Company: ABN AMRO Holding N.V.
Commission File Number: 001-14624
Date: October 4, 2007
Important Information
This announcement is made pursuant to article 9b(1) of the Dutch Decree on the Supervision of the
Securities Trade 1995.
In connection with the offer for ABN AMRO, RBS has filed with the U.S. Securities and Exchange
Commission (the SEC) a Registration Statement on Form F-4, which includes the U.S. offer
document, and Fortis, RBS and Santander (collectively, the
Banks) have filed with the SEC a Tender Offer Statement on Schedule TO and other
relevant materials. INVESTORS ARE URGED TO READ ANY DOCUMENTS REGARDING THE OFFER BECAUSE THEY
CONTAIN IMPORTANT INFORMATION. Investors may obtain a copy of such documents without charge, at the
SECs website (http://www.sec.gov/). Copies of all documents filed in connection with the offer may
also be obtained from each Bank, without charge.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. This communication is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States except pursuant to
registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This announcement includes certain forward-looking statements. These statements are based on the
current expectations of the Banks and are naturally subject to uncertainty and changes in certain
circumstances. Forward-looking statements include any synergy statements and, without limitation,
other statements typically containing words such as intends, expects, anticipates, targets,
plans, estimates and words of similar import. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on circumstances that will
occur in the future. There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking statements. These
factors include, but are not limited to, the presence of a competitive offer for ABN AMRO, whether
the Banks and ABN AMRO enter into any definitive agreement with respect to the potential
acquisition of ABN AMRO, satisfaction of any conditions to the offer, including the receipt of
required regulatory and anti-trust approvals, the successful completion of the offer or any
subsequent compulsory acquisition procedure, the anticipated benefits of the offer (including
anticipated synergies) not being realized, the separation and integration of ABN AMRO and its
assets among the Banks being materially delayed or more costly or difficult than expected, as well
as additional factors, such as changes in economic conditions, changes in the regulatory
environment, fluctuations in interest and exchange rates, the outcome of litigation and government
actions. Other unknown or unpredictable factors could cause actual results to differ materially
from those in the forward-looking statements. None of the Banks undertake
any obligation to update publicly or revise forward-looking statements, whether as a result of new
information, future events or otherwise, except to the extent legally required.
The following is an advertisement that was placed in The Wall Street Journal on October 4, 2007:
Offer by
RFS Holdings B.V.
for all the issued and outstanding depository receipts
representing convertible financing preference shares,
nominal value of 0.56 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, The Royal Bank of Scotland Group plc and an affiliate of Banco Santander, S.A.
(collectively, the Banks), hereby notifies the holders of the depository receipts representing
convertible financing preference shares, nominal value 0.56 per share (each a Depository Receipt
and collectively, the Depository Receipts), of ABN AMRO Holding N.V. (ABN AMRO), that RFS
Holdings is making an offer (the Offer) to purchase all of the issued and outstanding Depository
Receipts, at a price of 0.59 in cash per Depository Receipt, upon the terms and subject to the
conditions set forth in the information letter dated October 4, 2007 (the Information Letter),
which is available on the internet at http://www.consortiumbid.com and can also be obtained free of
charge by contacting the Dutch exchange agent, Fortis Bank (Nederland) N.V. at Rokin 55, 1012 KK
Amsterdam, The Netherlands, or at +31 20 527 24 67, or by contacting the global information agent,
D.F. King & Co., Inc. at 48 Wall Street, 22nd Floor, New York, NY 10005, or at 1 (800) 848-2998
(toll-free number).
THE OFFER WILL EXPIRE AT 15:00 AMSTERDAM TIME (9:00 AM NEW YORK CITY TIME)
ON TUESDAY, OCTOBER 30, 2007, UNLESS IT IS EXTENDED OR WITHDRAWN.
The Offer is being made solely by the Information Letter dated October 4, 2007, and is being
made to all holders of Depository Receipts.
Important Notice to U.S. Investors
The Offer is being made for shares of a Dutch company that are not registered with the United
States Securities and Exchange Commission (the SEC) and, accordingly, is not subject to the
disclosure and other requirements of the United States applicable to offers for securities that are
registered under Section 12 of the U.S. Securities Exchange Act of 1934, as amended (the Exchange
Act). The Offer is nevertheless being made in the United States in accordance with the U.S. tender
offer rules, including the exemption in respect of securities of foreign issuers provided by Rule
14d-1 under the Exchange Act.
It may be difficult for U.S. holders of Depository Receipts to enforce their rights and any
claim they may have under U.S. federal securities laws, since RFS Holdings and the Banks are
located outside of the United States and some or all of their respective officers and directors may
not be residents of the United States. U.S. holders of Depository Receipts may not be able to sue
RFS Holdings or the Banks or their respective officers and directors outside the United States for
violations of U.S. securities laws. It may be difficult for U.S. holders of Depository Receipts to
compel RFS Holdings or the Banks and their affiliates to subject themselves to a U.S. courts
judgment.
October 4, 2007.