ABN AMRO and Ageas agree to settle legal proceedings

Press release -

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ABN AMRO Group N.V. and ABN AMRO Bank N.V. (“together ABN AMRO”) and ageas SA/NV and ageas N.V. (“together Ageas”) have agreed to settle the legal proceedings regarding ABN AMRO Capital Finance Ltd (former Fortis Capital Company Ltd. hereinafter “AACF” ) and the Mandatory Convertible Securities (MCS). This settlement also brings to a close all outstanding disputes between the Dutch State and Ageas in relation to the equity transactions which resulted in the take-over of the Dutch activities of the former Fortis group by the Dutch State on 3 October 2008. NL Financial Investments, the majority shareholder of ABN AMRO, co-signed this agreement on behalf of the Dutch State.

The settlement will lead to a one-off cash payment by ABN AMRO to Ageas of EUR 400 million at the latest on 5/7/2012. This settlement will be recorded in the second quarter of 2012 and will impact IFRS equity (more specifically the share premium reserve), resulting in an increase in Core Tier 1 capital of EUR 1.6 billion and a decrease in Tier 1 and Total Capital of EUR 150 million.

Until today, the EUR 2.0 billion liability resulting from the MCS was retained in the balance sheet and of the total amount EUR 1.75 billion continued to qualify as Tier 1 capital. Following the settlement, Core Tier 1 Capital will increase with EUR 1.6 billion being the sum of the EUR 2.0 billion liability and the settlement amount paid by ABN AMRO to Ageas of EUR 400 million. In addition, Tier 1 and Total Capital will decrease with EUR 150 million. As a result of this settlement ABN AMRO‟s pro-forma Core Tier 1 ratio will increase by approximately 130 bps and the pro-forma Tier 1 and total capital ratio will decrease by approximately 10 bps (all figures based on 31 March 2012 RWA and capital position). The pro-forma impact of the settlement on ABN AMRO‟s capital ratios is shown in the table below.

Gerrit Zalm, Chairman of ABN AMRO Group comments: “We have always been open for a settlement in this matter. We are glad to now be able to put these complex legal issues behind us as we move towards the completion of our integration process. Furthermore, this settlement will have a positive effect on our Core Tier 1 capital (ratio).”

The preference shares of AACF and the MCS were issued in 1999 and 2007 respectively by entities that belonged to the former Fortis group. Following the break-up of the former Fortis group there was no agreement on whether and/or how to share the cost of conversion of these instruments among the entities involved. On 29 June 2009 Ageas made a EUR 362.5 million cash payment for disputes relating to AACF and on 7 December 2010 Ageas converted the MCS into Ageas shares. Ageas initiated two legal proceedings in the Netherlands regarding these disagreements. This settlement now discontinues these legal proceedings.

For further information, please contact:

ABN AMRO Press Office
pressrelations@nl.abnamro.com
+31 20 628 8900

ABN AMRO Investor Relations
investorrelations@nl.abnamro.com
+31 20 628 2282

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