Filed by Bowne Pure Compliance
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.
Registration Number: 333-144752
Date: October 11, 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, as amended, 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, amendments thereto and other relevant materials. INVESTORS
ARE URGED TO READ THE 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 successful completion of 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.
On October 11, 2007, ABN AMRO, Fortis, Royal Bank of Scotland and Santander issued the following
joint press release:
11th October 2007
Joint Message from ABN AMRO, Fortis, RBS and Santander
Supervisory and Managing Board Nominations and Responsibilities
ABN AMRO, Fortis, RBS and Santander announce today the nominations for the new structure and
membership of the Supervisory and Managing Boards of ABN AMRO, together with their proposed responsibilities. These are subject to the completion of the
appropriate approval process including an Extraordinary General Meeting of shareholders called for
by ABN AMRO at the earliest practical date.
The Supervisory Board will continue to be chaired by Mr Arthur Martinez. Nominated to join the
Supervisory Board are Mr Jean-Paul Votron, Chief Executive of Fortis, Sir Fred Goodwin, Chief
Executive of RBS, and Mr Juan Inciarte, General Manager of Santander. Mr David Baron de Rothschild,
Mr Marcus Pratini de Moraes, Mr Paulo Scaroni, Lord Sharman of Redlynch and Mr Gerhard Randa will
be stepping down at the forthcoming EGM.
For the Managing Board our intention is to increase both its resources and capabilities while
providing increased leadership focus for Business Units and functions. The structure details
(attached) show how existing responsibilities will map onto the proposed structure. In the period
ahead we will be working on the allocation of further responsibilities to the leadership team as
appropriate.
As announced by ABN AMRO yesterday Mr Rijkman Groenink is stepping down from his position as
Chairman of the Managing Board. The other existing members of the Managing Board will retain
positions with revised responsibilities.
Mr Groeninks nominated replacement as Chairman is Mr Mark Fisher, currently Chief Executive of the
Manufacturing Division and a member of the RBS Group Board and Group Executive Management
Committee.
This is an announcement pursuant to article 9b paragraph 1 of the Dutch Securities Markets
Supervision Decree (Besluit toezicht effectenverkeer 1995). This document 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.
Attached: Proposed Managing Board Structure, responsibilities and biographies.
Page 1 of 5
Proposed Managing Board Structure
Page 2 of 5
Nominated Supervisory Board Structure and Biographies
Sir Fred Goodwin
Chief Executive of RBS Group, appointed to the board in August 1998. He is a non-executive director
of Bank of China Limited and Chairman of The Princes Trust., Formerly Chief Executive and
director, Clydesdale Bank PLC and Yorkshire Bank PLC.
Jean-Paul Votron
Chief Executive of Fortis since 2004. Between 1991 and 1997 he served in different positions with
Citibank in Europe and the US. ABN AMRO Senior Executive Vice-President International Consumer
Banking and E-Commerce from 1997 until 2001, he rejoined Citigroup, where he was appointed a member
of the Management Committee of Citigroup in 2002.
Mr Juan Inciarte
CEO of Santander Consumer and General Manager of Santander Group. Joined the Santander Group in
1985. Appointed to the Board in 1991 until 1999. Holds seat on the Boards of several Spanish and
international companies.
Existing Supervisory Board Structure and Biographies
Arthur Martinez (Chairman)
Appointed Chairman of the ABN AMRO Supervisory Board in 2006 after joining the Supervisory Board in
2002. He is a former Chairman and CEO of Sears, Roebuck & Co., Inc and a former Chairman of the
Board of Directors of the Federal Reserve Bank in Chicago. He has also served as Chairman and Chief
Executive of Sears Merchandise Group, after a career at Saks Fifth Avenue, New York, starting in
1980 as Senior Vice President and Chief Financial Officer. In 1990 he became Vice Chairman and
member of the Board of Directors of Saks Fifth Avenue.
André Olijslager (Vice Chairman)
André Olijslager was appointed to the ABN AMRO Supervisory Board in 2004 and became Vice Chairman
in April 2006. He has previously served as Chairman of the Board of Royal Friesland Foods and his
career also includes senior positions at Van Gelder Papier and Alpinvest.
Trude Maas
Appointed to the Supervisory Board in 2000. She was previously President of the Hay Vision Society
in 2001, a think tank for trends in the field of Human Resources. Mrs Maas also worked as business
developer at Hay Management Consultants and at Origin Netherlands, where she served on the Managing
Board.
Page 3 of 5
Rob van den Bergh
Appointed to the ABN AMRO Supervisory Board in 2005. Mr van den Bergh joined VNU in 1980 and held
important management positions within several business groups and in 2000 was named Chairman of the
Executive Board. He retired as Chairman of the Executive Board and CEO in November 2005.
Anthony Ruys
Appointed to the ABN AMRO Supervisory Board in 2005. From 1974 to 1993, Mr Ruys worked at Unilever
where he held various marketing and general management positions. He then joined Heineken as a
member of the Executive Board in 1993, became Vice Chairman in 1996 and in 2002 was named Chairman
of the Executive Board. He retired as Chairman in 2005
Gert-Jan Kramer
Appointed to the ABN AMRO Supervisory Board in 2006. Previously President and Chief Executive
Officer of Fugro N.V. and Director at Broekhoven Baggermaatschappij Zeist. Also worked as a project
manager at Koninklijke Adriaan Volker Groep with the Royal Dutch Navy and as Design Engineer at the
Department of Maritime Construction of the Dutch Government.
Ana María Llopis Rivas
Appointed to the Supervisory Board in 2007. Dr Llopis was the founder and CEO of Open Bank
(19932000), the branchless internet bank of the Santander Group. She also worked for, Banesto
(19881991), where she was Associate General Manager of Branch Network, Marketing and Quality for
Retail Banking.
Nominated Managing Board Structure and Biographies
Mark Fisher (Chairman)
A Director of Royal Bank of Scotland Group Board since March 2006. He moved to RBS following its
acquisition of NatWest in 2000. He is currently Chief Executive of the Manufacturing division which
manages a diverse range of services supporting the Groups activities including IT, Property,
Purchasing and back-office services functions. Joined NatWest in 1981 and has a first class honours
degree in Mathematics and an MBA from Warwick Business School.
Karel De Boeck (Vice-Chair, HR, Group Communications and Group Public Affairs)
Member of the Executive Committee of Fortis, as Chief Risk Officer.
Wilco Jiskoot (Vice-Chair, Private Equity)
Currently the ABN AMRO Managing Board member responsible for: Business Unit (BU) Netherlands; BU
Global Clients; BU Private Clients; BU Asset Management; and Private Equity (ABN AMRO Capital). Mr
Jiskoot was appointed to the Managing Board in 1997.
Page 4 of 5
Joost Kuiper (BU North America)
Currently Chairman of the ABN AMRO Group Business Committee (GBC), and Managing Board member
responsible for Business Unit (BU) North America. He was appointed to the Managing Board in May
1999.
Brian Crowe (BU Global Clients, BU Global Markets and BU Transaction Banking)
Currently the Chief
Executive, Global Banking and Markets at RBS, a position he has held since 2005. He is also the
Chairman of the Wholesale Committee of the British Bankers Association, a Director of Coutts & Co
and the Chairman of RBS Greenwich Capital.
Piero Overmars (BU Asia and BU Europe)
Currently the ABN AMRO Managing Board member responsible for: Business Unit (BU) Asia; BU Global
Markets; BU Europe; and Antonveneta. He is also Chairman of the Commercial Client Segment.
Appointed to the Managing Board in January 2006.
Paul Dor (BU Asset Management and BU Private Clients)
Currently CEO of Special Financial Services at Fortis. His long-standing career at Fortis, which
spans nearly 40 years, has involved senior positions in Commercial and Corporate banking.
Jan Peter Schmittmann (BU Netherlands)
Currently Chief Executive Officer Business Unit Netherlands, previously responsible for the
business unit New Growth Markets.
Javier Maldonado (BU Latin America)
Head of the Wealth Management Division and U.K. corporate banking at Abbey, Santanders U.K.
subsidiary.
Marta Elorza Trueba (Antonveneta)
Deputy managing director of internal auditing, Santander. Joined the Group in 1997, from Arthur
Andersen, where she was a partner.
Ron Teerlink (Services and Market Infrastructures)
Currently responsible for: ABN AMROs Business Unit (BU) Latin America; BU Transaction Banking; and
Services, Market Infrastructure. Appointed to the Managing Board in January 2006.
Huibert Boumeester (Chief Risk Officer and Group Risk Management)
Appointed to the ABN AMRO Managing Board in January 2006 and current responsibilities are: Chief
Financial Officer; Group Finance; Group Risk Management; Group Strategic Decision Support; Investor
Relations; Group Communications; and Group Public Affairs.
John Hourican (Chief Finance Officer)
Currently Head of Leveraged Finance for Europe and Asia Pacific within RBSs Global Banking &
Markets division. He was previously Chief Operating Officer for GBM. A chartered accountant who
trained with Price Waterhouse, he has held a number of Finance Director roles within RBS.
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