NYSE Euronext Welcomes The Royal Bank of Scotland Group To The NYSE

The Royal Bank of Scotland Group plc (“RBS”), a leading global financial services firm, today announced it will list its American Depository Receipts for trading on the New York Stock Exchange, a subsidiary of NYSE Euronext (NYSE: NYX) under the ticker symbol “RBS”. Trading on the NYSE will begin tomorrow on a “When Issued” basis (RBS WI ); regular way trading will begin on a date to be announced by the Exchange shortly.

RBS is listing on the NYSE now that its bid to acquire the outstanding ordinary share capital of ABN AMRO Holding N.V. (NYSE: ABN) has been declared unconditional.

“RBS is a leading global financial institution,” said John A. Thain, CEO of NYSE Euronext. “We are pleased to welcome RBS to our family of listed companies and look forward to an outstanding and long-lasting partnership with the company and its shareholders.”

RBS already has preferred shares trading on the NYSE.

Background on NYSE Euronext-Europe:

On its European markets, NYSE Euronext lists 1,065 companies from Europe with a total global market capitalization of $8.4 trillion (As of Sept, 30, 2007 ).


The NYSE lists 116 companies listed from Europe , with a total global market capitalization of $5.4 trillion (As of Sept. 30, 2007 ).


The total global market capitalization of the approx. 4,000 NYSE Euronext-listed companies is $30 trillion.


About The Royal Bank of Scotland Group, plc (NYSE: RBS)

RBS is one of the world's leading financial services companies providing a range of retail and corporate banking, financial markets, consumer finance, insurance, and wealth management services. RBS Group operates in Europe , the US and Asia Pacific serving more than 36 million personal customers world-wide and employing 135,000 people. In addition to the provision of a full range of banking services under The Royal Bank of Scotland and NatWest brands, RBS also includes Citizens Financial Group, Ulster Bank, Coutts Group, Direct Line and Churchill.



About NYSE Euronext (NYSE: NYX)

NYSE Euronext, a holding company created by the combination of NYSE Group, Inc. and Euronext N.V., commenced trading on April 4, 2007 . NYSE Euronext (NYSE Euronext: NYX) operates the world’s largest and most liquid exchange group and offers the most diverse array of financial products and services. NYSE Euronext, which brings together six cash equities exchanges in five countries and six derivatives exchanges in six countries, is a world leader for listings, trading in cash equities, equity and interest rate derivatives, bonds and the distribution of market data. Representing a combined $30.8 trillion/€22.8 trillion total market capitalization of listed companies and average daily trading value of approximately $127.0 billion/€94.0 billion (as of June 29, 2007), NYSE Euronext seeks to provide the highest standards of market quality and integrity, innovative products and services to investors, issuers, and all users of its markets.

RBS group unveils $98 billion rival bid plan for ABN Amro

ABN AMRO invited Fortis, RBS and Santander (collectively, the "Banks") to a meeting on Monday 23 April 2007 to discuss their proposals in relation to a potential transaction with ABN AMRO. On that day ABN AMRO announced a recommended offer by Barclays and the sale of LaSalle Bank to Bank of America.

The Banks have now had the opportunity of considering their position and examining the offer made by Barclays. The Banks are of the clear view that their proposals are superior for ABN AMRO's shareholders and are straightforward from a shareholder, regulatory and execution perspective. These proposals are contingent on LaSalle Bank remaining within the ABN AMRO group and due diligence.

Last night the Banks received a letter from ABN AMRO seeking further details of their proposals and a meeting to discuss them. The Banks have accepted this invitation and summarise their proposals below. In addition, the Banks have requested that the Supervisory and Managing Boards of ABN AMRO take such steps as may be required to ensure that LaSalle Bank remains within the ABN AMRO group and provide limited due diligence information so that the Banks' proposals can be brought forward as an offer.

The following is a summary of the key aspects of the potential transaction:

A price indication of €39 per share*, subject to due diligence (see below). This would be 13% higher than the value of the Barclays offer as of the market close yesterday.
Approximately 70% of the consideration payable in cash, 30% in RBS shares.
The Banks believe that execution risk would be lower than in a transaction with Barclays. The Banks already have significant presence and experience in all of ABN AMRO's main markets, and also have proven capabilities in delivering transaction benefits from large-scale integrations and IT conversions, underpinning their ability to manage and integrate ABN AMRO's operations.
The Banks believe that the potential transaction will create stronger businesses with enhanced market positions and growth prospects in each of ABN AMRO's main markets. This together with the greater combined scale of the Banks and their proven track records of growing businesses can deliver concrete benefits to ABN AMRO's shareholders, customers and employees.
RBS will lead the Banks' orderly reorganisation of ABN AMRO and will take on the primary responsibility of ensuring that ABN AMRO meets its regulatory requirements from completion of a transaction.
* Including the ABN AMRO 2006 final dividend of €0.60 per share

These proposals are subject to certain pre-conditions, including:

ABN AMRO having taken such steps as may be required to ensure that LaSalle Bank remains within the ABN AMRO group. The Banks will work with ABN AMRO to facilitate this.
Limited due diligence on no more information than received by Barclays and Bank of America. The Banks would be able to complete this due diligence within a very short period of time.
The Banks are confident that a transaction based on the above proposals would create value for their own shareholders.

In summary, the Banks believe that, because of the materially higher value available for shareholders and the benefits to customers and employees compared with the recommended offer from Barclays, it is in ABN AMRO's stakeholders' interests for the Supervisory and Management Boards to:

Take such steps as may be required to ensure that LaSalle Bank remains within the ABN AMRO group
Provide limited due diligence
Co-operate with the Banks so that they can develop their proposals into a formal offer
Important Information
This announcement is made 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 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.