FORM 6-K
Filed by The Royal Bank of Scotland Group plc
This communication is filed pursuant to Rule 425 under The Securities Act of 1933, as amended.
Subject Company: ABN AMRO Holdings NV
Commission File Number: 001-14624
Date: April 26, 2007
Important Information
This communication is made available pursuant to article 9b(1) of the Dutch Decree on the Supervision of the Securities Trade 1995
(the "Decree"). It does not constitute an announcement pursuant to article 9(b)(2)(b) of the Decree, as no letter as referred to in
article 9(d)(2) has been filed. Any possible transaction would be subject to approval of competent regulatory authorities in relevant
jurisdictions.
In connection with a potential transaction involving ABN AMRO, the Banks (Royal Bank of Scotland, Santander, and Fortis) may be
required to file relevant documents with the SEC. Such documents, however, are not currently available. INVESTORS ARE URGED TO READ
ANY DOCUMENTS REGARDING THE POTENTIAL TRANSACTION IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors will be able to obtain a free copy of such documents without charge, at the SEC's website
(http://www.sec.gov) once such documents are filed with the SEC. Copies of such documents may also be obtained from each Bank,
without charge, once they are filed with the SEC.
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. No offering of securities shall be made in the United States
except pursuant to registration under the US Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
The information herein 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 circumstances. Forward-looking statements include, without limitation,
statements typically containing words such as "intends", "expects", "anticipates", "targets", "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 transaction, satisfaction of any conditions to the potential transaction, including receipt of required regulatory and
anti-trust approvals, the anticipated benefits of the potential transaction 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 excerpt from a statement made by Sir Tom McKillop, the chairman of the board of directors of Royal Bank of
Scotland, at the Annual General Meeting on April 25, 2007. The statement was posted on Royal Bank of Scotland's website on April 25,
2007.
EXCERPT FROM STATEMENT BY CHAIRMAN OF THE BOARD OF ROYAL BANK OF SCOTLAND AT THE APRIL 25, 2007 ANNUAL GENERAL MEETING
"2006 was another year of excellent performance by our Group with customer satisfaction high and good returns to shareholders.
"The Group has continued to perform well in the first few months of this year in line with the comments which we made at the full
year results presentation on 28 February.
"When your Company is capable of producing this kind of performance, some of you may be wondering why we should be considering a
possible transaction with ABN AMRO. When Barclays and ABN AMRO announced their intention to merge, it was clearly the Board's
fiduciary duty to consider what the possible implications of such a move might be for our Company.
"After careful consideration, we made an announcement earlier today outlining the proposals we and our good friends Fortis and
Santander have collectively made to ABN AMRO. These proposals, which are subject to a number of conditions, we believe are superior
for ABN AMRO's shareholders and are straightforward from a shareholder, regulatory and execution perspective. Your Board is confident
that a transaction based on these proposals would create value for our own shareholders and enhanced growth prospects for our own
businesses.
"We have not rushed lightly into this, but an opportunity that fits so closely with our strategic priorities does not arise often,
and it would have been irresponsible of us not to explore such an opportunity to the full. You can rest assured that any offer, if
made, will have been carefully evaluated. The Board will act prudently but with great determination, and will only proceed if it is
in the best interests of our shareholders to do so."