| 3 August 2007 |
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Pre-Condition
1.1 (Irrevocable undertakings provided by members of the ABN Boards
to
Barclays) has been waived in the amendment letter to the Merger Protocol
of 30 July 2007;
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Pre-Condition
1.3: No ABN AMRO Material Adverse Change has occurred or has become
known
to Barclays;
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Pre-Condition
1.4: No Barclays Material Adverse Change has occurred or has become
known
to ABN AMRO;
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Pre-Condition
1.5: No third party has decided to, or indicated any intention to
take
Frustrating Action;
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Pre-Condition
1.6: No circumstance has arisen that will suspend or limit trading
in the
Ordinary Shares, Convertible Shares or Barclays
Shares;
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Pre-Condition
1.7: All necessary or applicable notifications, filings and applications
have been made;
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Pre-Condition
1.8: Receipt of Authorisations required by any jurisdiction to make
the
Offer (other than in respect of the approval of the Offer Document,
the
Prospectus, Class 1 Circular and the Registration
Statement);
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Pre-Condition
1.9: At least 60 calendar days have passed since acceptance for processing
of Barclays section 3 USBHC application, if
required;
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Pre-Condition
1.10: Barclays having determined that Offer Conditions 1.7 and 1.8
will be
fulfilled by the Closing Date;
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Pre-Condition
1.11: ABN AMRO having determined that Offer Conditions 1.7 and 1.8
will be
fulfilled by the Closing Date (to the extent they relate to the ABN
AMRO
Group);
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Pre-Condition
1.12: Notification having been received from FSA and DNB confirming
that
FSA will be the competent regulatory
authority;
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Pre-Condition
1.13: UK tax residence of Barclays having been confirmed by the
Netherlands and UK tax authorities;
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Pre-Condition
1.14: Requisite Employee consultations having been
completed;
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Pre-Condition
1.17: appointment of the Nominated Individuals to the ABN AMRO Boards
and
to the supervisory board and management board of ABN AMRO Bank
N.V.;
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Pre-Condition
1.18: AFM having no further comments on the offer Document, UKLA
approving
the Prospectus and the Registration Statement having become
effective;
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Pre-Condition
1.19: No indication having been given that Barclays shares will not
be
admitted to the Official List, or to trading on the London Stock
Exchange,
Euronext Amsterdam and Tokyo Stock Exchange. The Barclays ADSs
having been approved by the NYSE;
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Pre-Condition
1.20: Euronext Amsterdam confirming that it has no further comments
on the
amended ABN AMRO articles;
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Pre-Condition
1.21: FTSE 100 Committee confirming that Barclays shares will be
included
in the FTSE 100;
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Pre-Condition
1.22: The Parties not having received a notification from the AFM
that the
preparation of the Offer is in breach of Chapter IIA of the
DSSA;
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Pre-Condition
1.23: No undisclosed events being identified which may have a negative
impact of 5% or more on the consolidated operating income of ABN
AMRO;
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Pre-Condition
1.24: No undisclosed events being identified which may have a negative
impact of 5% or more on the consolidated operating income of Barclays;
and
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Pre-Condition
1.26: No Offer Condition becoming permanently incapable of fulfilment
and
not waived.
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Pre-Condition
1.2: Irrevocable agreement with the Foundation in respect of the
DR
Prefs;
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Pre-Condition
1.15: Barclays and ABN AMRO having received resignation letters from
resigning members of the ABN AMRO Boards and from resigning members
of the
management board and supervisory board of ABN AMRO Bank N.V. (in
both
cases if they are not Nominated
Individuals);
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Pre-Condition
1.16: Barclays and ABN AMRO having received resignation letters from
resigning members of the Barclays
Board;
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Pre-Condition
1.27: No Materially Burdensome Regulatory Condition having been imposed
or
being reasonably likely to be imposed;
and
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Pre-Condition
1.28: All regulatory approvals required for the completion of the
La Salle
Agreement or a Sale Contract having been
obtained.
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(i)
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ABN
AMRO agrees with the contents of the memorandum called "Governance
ABN
AMRO Holding and Bank and SPV's" and of the "Rules Governing the
Supervisory Board's special committee", both as attached as annexed
to
this letter. On or before 10 August 2007 (or such later date as may
be
agreed), the Parties will agree on the list of candidates from which
the
independent members of the Supervisory Board and the members of the
supervisory board of ABN AMRO Bank will be
selected;
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(ii)
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ABN
AMRO undertakes to convene after the Offer has been declared unconditional
an extra-ordinary meeting of shareholders at the request of Barclays,
to
take place at such moment following the Settlement Date as Barclays
may
request, for the appointment of the Nominated Individuals to the
ABN AMRO
Boards and the supervisory board
and
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management
board of ABN AMRO Bank N.V. and (if applicable) the above mentioned
independent members to the Supervisory Board and the supervisory
board of
ABN AMRO Bank N.V. and to vote on such other shareholders resolutions
as
may be proposed by Barclays to give effect to the Offer and the
Merger;
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(iii)
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each
of ABN AMRO and Barclays undertakes to use its reasonable endeavours
to
obtain all necessary approvals (including but not limited to a declaration
of no objection (verklaring van geen bezwaar) from the Dutch
Central Bank (De Nederlandsche Bank) and take any actions
reasonably necessary for the above mentioned appointments, all
prior to such extra-ordinary meeting of shareholders being convened;
and
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(iv)
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the
Parties agree that Clause 7.1 of the Merger Protocol is hereby amended
to
the effect that if the Offer is declared unconditional, the undertakings
on the part of ABN AMRO as set out in Clause 7 and Schedule 3 of
the
Merger Protocol do not terminate on the Settlement Date but shall
be
extended to the time that the Nominated Individuals to the ABN AMRO
Boards
and the supervisory board and management board of ABN AMRO Bank N.V.
are
appointed.
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Signed
for and on behalf of
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BARCLAYS
PLC
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| /s/ Chris Lucas |
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By:
Chris Lucas
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Title:
Finance Director
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Place:
London
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Signed
for and on behalf of
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ABN
AMRO HOLDING N.V.
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| /s/ W.G. Jiskoot | /s/ H.W. Nagtglas Versteeg | ||
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By:
W.G. Jiskoot
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By: H.W.
Nagtglas Versteeg
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Title:
Member Managing Board
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Title:
Company
Secretary
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Place:
Amsterdam
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Place:
Amsterdam
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1.
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Governance
at ABN AMRO Holding and Bank
level
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1.1
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Identical
boards between ABN AMRO Holding and ABN AMRO
Bank
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1.2
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Supervisory
Boards
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1.2.1
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Assuming
continuation of existing appointment procedures, each supervisory
board
will consist of 5 persons which will be appointed by (the new Board
of)
Barclays Plc.
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1.2.2
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The
Barclays appointees are likely to be (new) Barclays PLC executive
board
members. This would be considered appropriate from an overall governance
point of view and is also likely to be positively received by the
Netherlands Central Bank and by the Works Council and
Unions. Suggested appointments: John Varley, Frits Seegers,
Huibert Boumeester;
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1.2.3
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In
the event that less than 95% of the ordinary shares are tendered
in the
Offer, two members of the Supervisory Boards will need to be independent
from Barclays (in accordance with requirements imposed by recent
Dutch
case law). The independent supervisory board members will as members
of
this board have full supervisory board responsibility, but will form
a
special committee with the specific additional task of protecting
the
interests of minority shareholders in ABN AMRO Holding. The independent
members will be nominated by the current Supervisory Board from a
list
jointly agreed between Barclays and ABN AMRO and will be appointed
by ABN
AMRO's extra-ordinary shareholders meeting to be held at the request
of
Barclays, to take place at such moment following the Settlement Date
as
Barclays may request. Attached in the Appendix
II hereto are the rules governing the
special committee of the supervisory
boards;
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1.2.4
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Frequency
of supervisory board meetings: these boards will be expected to meet
approximately 4 times annually, provided that during the period in
which a
minority shareholding exists, more frequent meetings may be required
to
consider particular issues affecting the
minority;
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1.2.5
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Audit
committee: an audit committee for ABN AMRO Holding and ABN AMRO Bank
will
be required for as long as Holding continues to be a listed entity
and
will remain subject to the Tabaksblat Code. Arguably however it could
explain in its governance statement that the entire supervisory board
-
possibly together with (or in attendance of) the chairman of the
Barclays
PLC audit committee – fulfils this function and that consequently there is
no separate audit committee.
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1.3
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Management
boards
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1.3.1
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The
suggested members of the management boards are: Piero Overmars (chair),
Chris Lucas, Paul Idzik, Ron Teerlink and Wilco
Jiskoot;
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1.3.2
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Frequency
of management meetings: To be
decided.
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2.
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Governance
at SPV level
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3.
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Tasks
of the independent supervisory board
members
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ABN
AMRO HOLDING N.V.
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Supervisory
Board
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Management
Board
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John
Varley
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Piero
Overmars (chairman)
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Frist
Seegers
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Chris
Lucas
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Huibert
Boumeerster
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Paul
Idzik
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Independent
(if applicable)
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Ron
Teerlink
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Independent
(if applicable)
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Wilco
Jiscoot
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ABN
AMRO BANK N.V.
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Supervisory
Board
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Management
Board
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John
Varley
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Piero
Overmars (chairman)
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Frits
Seegers
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Chris
Lucas
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Huibert
Boumeerster
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Paul
Idzik
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Independent
(if applicable)
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Ron
Teerlink
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Independent
(if applicable)
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Wilco
Jiscoot
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BARCLAYS
INVESTMENTS (NETHERLANDS) N.V.
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Management
Board
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Chris
Lucas
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Frits
Seegers
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Piero
Overmars
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BARCLAYS
(NETHERLANDS) N.V.
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Management
Board
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Chris
Lucas
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Frits
Seegers
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Piero
Overmars
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1.
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Appointment,
Term and Qualifications
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1.1
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The
special committee consists of two members. The members are appointed
by
the supervisory board from among their
number.
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1.2
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The
appointment of the members will take effect after the extraordinary
general meeting of shareholders of the company held following the
public
offer of Barclays Plc for the shares of the company and the subsequent
consummation of that offer. The tenure of these members ends once
Barclays
Plc holds all of the ordinary shares in the issued share capital
of the
company or, if earlier, once Barclays Plc has obtained a final court
ruling in a statutory squeeze out procedure in favour of compulsory
transfer of all ordinary shares to
Barclays.
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1.3
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The
members collectively have adequate knowledge of and financial and
management expertise in minority protection and corporate
transactions.
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1.4
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Prior
to the end of the tenure of the members of the special committee,
the
supervisory board, as well as the members of the special committee,
may
terminate (each of) the/their appointment(s) as a member of the special
committee by prior written notice. In case of termination, a press
release
shall forthwith be issued.
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2.
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Duties
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2.1
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The
Special committee shall have the authority to advise the management
board
and the supervisory board in connection with the entering into of
any
transaction outside the ordinary course of business, directly or
indirectly, with Barclays Plc and/or any of its group
companies.
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2.2
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Pursuant
to article [·]1
of the articles of association of the company and the decision taken
by
the EGM in its meeting of [DATE] 2007, decisions of the managing
board in
respect of the transactions mentioned in article 2.1 above are subject
to
the prior approval of the supervisory board. The supervisory board
shall
not approve these decisions without the prior consent of the special
committee.
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2.3
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In
order to enable the special committee to fulfil its duties as laid
down in
this article, the managing board and the supervisory board shall
provide
the special committee with all required information and
assistance.
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2.4
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In
addition to the obligation on the supervisory board pursuant to article
2.3 of the supervisory board rules, the special committee shall prepare
and publish a separate report on its functioning and activities during
the
preceding financial year. The report will be included in the annual
report
of the company and shall at least include the information referred
to in
the articles 3.4 and 3.5 of the supervisory board rules and the articles
3.1 and 3.2
below.
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3.
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Composition,
expertise and independence
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3.1
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The
members of the special committee should be able to come to an assessment
of transactions brought before them independent from Barclays Plc
and any
of its group companies. In this respect they will in any case need
to
fulfil the following requirements. In addition and without prejudice
to
article 3.4 of the supervisory board rules, a member of the special
committee will not be considered independent (and will accordingly
be
considered independent if none of the below apply to him/her) if
he/she or
his/her wife/husband, registered partner or other life companion,
foster
child or relative by blood or marriage up to the second
degree:
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(a)
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has
been an employee or member of the managing board of Barclays Plc
(which
for the purposes of this article includes group companies in the
sense of
2:24b of the Dutch Civil Code) in the five years prior to his/her
appointment;
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(b)
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receives
personal financial compensation from Barclays
Plc;
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(c)
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has
had an important business relationship with Barclays Plc, or a company
associated with the Barclays Plc in the year prior to his/her appointment.
This will in any event include the situation where a member of the
special
committee, or the firm of which he/she is a shareholder, partner,
associate or advisor, has acted as advisor to Barclays Plc (consultant,
external auditor, civil notary and lawyer) and the situation where
a
member of the special committee is a managing director or an employee
of
any bank with which Barclays Plc has a lasting and significant
relationship;
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(d)
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is
a
member of the managing board of a company, of which a member of the
board
or the executive committee of Barclays Plc is a supervisory board
member
(cross-ties);
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(e)
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holds
at least ten percent of the shares in Barclays Plc (including the
shares
held by natural persons or legal entities that co-operate with him/her
under a legal, tacit, oral or written
agreement);
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(f)
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is
a
member of the managing or supervisory board – or is a representative in
some other way – of a legal entity that holds at least ten percent of the
shares in Barclays Plc; or
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(g)
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has
temporarily managed Barclays Plc during the preceding twelve months
while
members of the executive committee were absent or unable to discharge
their duties.
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3.2
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A
member of the special committee shall not take part in a discussion
and/or
decision-making on a subject or transaction if he/she is no longer
independent in accordance with article 3.4 of the supervisory board
rules
and article 3.1 above.
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4.
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Meetings
and modus operandi
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4.1
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The
special committee meets at least three times annually and as and
when
needed. The chairman of the managing board attends, upon invitation,
the
meetings.
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4.2
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As
needed, the special committee provides the supervisory board with
written
or verbal reports regarding its
duties.
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4.3
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The
special committee may ask the advice of internal and external experts
on
matters within the competence of the
committee.
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5.
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Compensation
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