EGM Statement

Royal Bank of Scotland Group PLC
10 August 2007



The Royal Bank of Scotland Group plc EGM Result and Statement


10 August 2007


The Royal Bank of Scotland Group plc ('RBS') announces that the resolution on
the proposed acquisition of ABM AMRO by RBS and its partners, Fortis and
Santander, put forward at today's Extraordinary General Meeting was passed.


5,741,774,485 shares were voted in favour of the transaction representing 94.5
per cent of the votes cast and 60.7 per cent of issued share capital. The result
is a significant endorsement of the merits of the proposed transaction.


RBS Extraordinary General Meeting Poll Result:


For                             Against                    Witheld


5,741,774,485                333,746,080                67,318,357


The following is an extract from the speech made by Sir Tom McKillop, Chairman,
at today's Meeting.


'Today's meeting has been convened to enable shareholders to consider the
proposed acquisition of ABN AMRO by RBS and its partners, Fortis and Santander.'

'It is rare that an opportunity of this kind arises that fits so closely with
our priorities. ABN AMRO contains good businesses and customer franchises, with
a presence in a lot of countries with very attractive growth prospects.'


'RBS intends to acquire two ABN AMRO activities that closely align with our
existing strategic priorities: its Global Wholesale and International Retail
Businesses. The Board believes that the acquisition of these businesses provides
both compelling strategic logic and attractive financial returns for RBS.'


'For some time RBS has been set on extending its global reach in corporate
banking and on expanding its presence in the Asia-Pacific region. We have made
very good progress towards these objectives on our own, and you will have seen
evidence of this in our interim results announcement last week. But this
acquisition presents an opportunity to move forward rapidly.'


'We believe that the ABN AMRO Global Wholesale Businesses have attractive but
relatively underdeveloped customer franchises, as well as branches in more than
50 countries, and great strengths in global payments, trade finance and cash
management. By putting them together with our own operations we can create a
very powerful corporate and institutional bank with scale, global reach and very
good growth prospects.'


'The Board is convinced that this transaction provides us with an excellent
opportunity to move rapidly forward in the direction we are already travelling.
For the Group as a whole, we believe the acquisition of ABN AMRO's businesses
will enhance our growth prospects and increase our geographical and product
diversity.'


'The /

'The Board also believes that the acquisition provides very attractive financial
returns for you, our shareholders. There are significant opportunities to create
financial synergies, both by saving costs and, just as importantly, by growing
revenues. We estimate the total transactional benefits will amount to
€1.8 billion in the third year after completion'


'Since the offer documents were posted on 23 July, we have published a strong
set of interim results. ABN AMRO, too, has published its second quarter results,
and these are in line with our expectations. You may also have seen that the
Boards of ABN AMRO have withdrawn their recommendation of the Barclays offer,
and have undertaken to engage with us with a view to ensuring a level playing
field. Shareholders of both Fortis and Santander approved their acquisition and
capital raising proposals.'


'Our Consortium is offering a real opportunity to build some very powerful
businesses, in a way that brings benefits to customers, to employees, and of
course to shareholders. By working together in a Consortium with Fortis and
Santander, we will be able to provide the best partner for each of ABN AMRO's
components, with the capacity to invest in and grow these businesses. That
greatly reduces the risks involved and makes our proposals far more
straightforward than they would be if any one of us were to attempt such a
transaction on our own. The Board is convinced that this acquisition is in the
best interests of shareholders as a whole.'




Forward Looking Statements

This announcement contains forward looking statements, including such statements
within the meaning of Section 27A of the US Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. These statements concern or may
affect future matters, such as the Group's future economic results, business
plans and strategies, and are based upon the current expectations of the
directors. They are subject to a number of risks and uncertainties that might
cause actual results and events to differ materially from the expectations
expressed in the forward looking statements. Factors that could cause or
contribute to differences in current expectations include, but are not limited
to, regulatory developments, competitive conditions, technological developments
and general economic conditions. The Group assumes no responsibility to update
any of the forward looking statements contained in this announcement.




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