Filed
by ABN AMRO
Holding N.V.
Pursuant
to Rule 425
under the Securities Act of 1933
Subject
Company:
ABN
AMRO Holding
N.V.
Commission
File
Number: 001-14624
Amsterdam,
29
August 2007
ABN
AMRO
publishes agenda for Extraordinary General Meeting of Shareholders on 20
September 2007
ABN AMRO today
has
published the agenda for the Extraordinary General Meeting of Shareholders,
(EGM), to be held in De Doelen in Rotterdam on 20 September 2007 (starting
10.30
CET) to discuss the offers by the Consortium of RBS, Santander and Fortis and
by
Barclays.
The agenda
will
be:
1.
|
Opening
of
the Extraordinary General Meeting of Shareholders and
Announcements |
|
2.
|
The
Managing
Board’s and Supervisory Board’s assessment of recent corporate
developments and strategic options |
|
3.
|
Overview
of
the Consortium’s public offer on all outstanding shares of ABN AMRO
(Consortium consisting of Fortis, RBS and Santander) |
|
4.
|
Overview
of
Barclays’ public offer on all outstanding shares of ABN AMRO |
|
5.
|
Reasoned
opinion of the Managing Board and Supervisory Board on the Consortium’s
offer and the Barclays’ offer |
|
6.
|
Any
other
business |
|
The press
release
of 30 July 2007 reflects the current reasoned position of the ABN AMRO Boards
(as meant in article 9q (2)(a) Bte) on both offers. Depending on further
developments the ABN AMRO Boards may evaluate their position and inform the
ABN
AMRO Shareholders accordingly.
The full agenda
and
notes thereto will be available on www.abnamro.com.
Press
contact: +31206288900
IR
contact:
+31206287835
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.
Cautionary
statement regarding forward-looking statements
This announcement
contains forward-looking statements. Forward-looking statements are statements
that are not historical facts, including statements about our beliefs and
expectations. Any statement in this announcement that expresses or implies
our
intentions, beliefs, expectations or predictions (and the assumptions underlying
them) is a forward-looking statement. These statements are based on plans,
estimates and projections, as they are currently available to the management
of
ABN AMRO Holding N.V. (“ABN AMRO”). Forward-looking statements therefore speak
only as of the date they are made, and we take no obligation to update publicly
any of them in light of new information or future events.
Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could therefore cause actual future results to differ materially from
those expressed or implied in any forward looking statement. Such factors
include, without limitation, the outcome of the offers for our business by
Barclays PLC (“Barclays”) and the consortium of Banco Santander Central Hispano,
S.A., Fortis SA/NV and the Royal Bank of Scotland Group plc (“RBS” and
collectively, the “Consortium”); the completion of our proposed disposition of
LaSalle; the conditions in the financial markets in Europe, the United States,
Brazil and elsewhere from which we derive a substantial portion of our trading
revenues; potential defaults of borrowers or trading counterparties; the
implementation of our restructuring including the envisaged reduction in
headcount; the reliability of our risk management policies, procedures and
methods; the outcome of ongoing criminal investigations and other regulatory
initiatives related to compliance matters in the United States and the nature
and severity of any sanctions imposed; and other risks referenced in our filings
with the US Securities and Exchange Commission (the “SEC”). For more information
on these and other factors, please refer to Part I: Item 3.D “Risk Factors” in
our Annual Report on Form 20-F filed with the SEC and to any subsequent reports
furnished or filed by us with the SEC. The forward-looking statements contained
in this announcement are made as of the date hereof, and the companies assume
no
obligation to update any of the forward-looking statements contained in this
announcement.
Additional
Information
Barclays has
filed
with the SEC a Registration Statement on Form F-4, which contains a prospectus,
and a Tender Offer Statement on Schedule TO. RBS has filed with the SEC a
Registration Statement on Form F-4, which contains a prospectus, and RFS
Holdings B.V., Fortis N.V., Fortis SA/NV, Fortis Nederland (Holding) N.V.,
RBS,
Banco Santander Central Hispano, S.A.. and Santander Holanda B.V. have filed
with the SEC a Tender Offer Statement on Schedule TO. ABN AMRO has filed with
the SEC Solicitation/Recommendation Statements on Schedule 14D-9 in respect
of
the offer by each of Barclays and the Consortium.
INVESTORS
ARE URGED
TO READ ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTIONS IF AND WHEN THEY
BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors
may
obtain a free copy of such filings without charge at the SEC's website
(http://www.sec.gov). Copies of the prospectus contained in the Barclays Form
F-4 may also be obtained, without charge, from Barclays and copies of the
prospectus contained in the RBS Form F-4 may also be obtained, without charge,
from RBS.
The publication
and
distribution of this document and any separate documentation regarding the
intended offer, the making of the intended offer and the issuance and offering
of Barclays and RBS ordinary shares may, in some jurisdictions, be restricted
by
law. This document is not being published and the intended offer is not being
made, directly or indirectly, in or into any jurisdiction in which the
publication of this announcement and the making of the intended offer would
not
be in compliance with the laws of that jurisdiction. Persons who come into
possession of this announcement should inform themselves of and observe any
of
these restrictions. Any failure to comply with these restrictions may constitute
a violation of the securities laws of that jurisdiction.
2