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: 001-12518
Date: September 4, 2007
On September 4, 2007, Fortis, Royal Bank of Scotland and Santander issued the following joint press
release:
4 September 2007 Publication of Amendment to F-4
Following the publication of interim results by ABN AMRO and RBS on 30 July 2007 and 3 August 2007
respectively and comments received from the SEC on the Registration Statement on Form F-4 filed on
23 July 2007, Fortis, RBS and Santander (collectively, the Banks) have today publicly filed an
amendment to the Form F-4 with the SEC.
Copies of the offer documents and of documents incorporated by reference in the offer documents may
be obtained free of charge, subject to the same restrictions as apply to the offers, by contacting
the Dutch exchange agent or the global information agent at the addresses and telephone numbers
below.
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The Dutch exchange agent:
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The global information agent: |
Fortis Bank (Nederland) N.V.
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D.F. King & Co., Inc. |
Rokin 55
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2 London Wall Buildings, 2nd Floor |
1012 KK Amsterdam
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London Wall, London EC2M 5PP |
The Netherlands
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United Kingdom |
Tel: +31 20 527 24 67
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European Toll Free Help Line: 00 800 5464 5464 |
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48 Wall Street, 22nd Floor |
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New York, NY 10005 |
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United States |
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North American Toll Free Help Line: 1 (800) 848 2998 |
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 a preliminary version
of the prospectus, and the Banks have filed with the SEC a Tender Offer Statement on Schedule TO
and other relevant materials. The Form F-4 has not yet become effective. 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 press release 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.
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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.
Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis S.A./N.V., Rue Royale 20, 1000
Brussels, Belgium
The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH12 1HQ, UK. Registered
Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registered in Scotland No 45551
Banco Santander, S.A., Ciudad Grupo Santander, Avenida de Cantabria, s/n, 28660 Boadilla del Monte,
Madrid, Spain
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