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Banco Santander S.A. (BNC)

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Friday 28 September, 2007

Banco Santander S.A.

Joint statement re. ABN AMRO

Banco Santander S.A.
28 September 2007



28 September 2007 - Fortis, RBS and Santander announcement regarding US
regulatory matters

On 21 July 2007, Fortis, RBS and Santander (collectively, the 'Banks') formally
launched their offer, through their acquisition vehicle RFS Holdings, for ABN
AMRO (the 'Offer'). The Banks have since announced a number of developments
regarding the Offer, including the obtaining of certain shareholder and
regulatory approvals. The following announcements are made in order to comply
with US regulatory requirements.

As contemplated by the Offer documentation, RFS Holdings hereby announces that
it reserves the right (but is not obligated) to waive the minimum acceptance
condition to the Offer (as further specified in the Offer documentation, the
'Minimum Acceptance Condition') after expiration of the Offer in the event that
the number of ABN AMRO ordinary shares validly tendered and not properly
withdrawn in the Offer, together with all ABN AMRO ordinary shares held by RFS
Holdings, represents not less than a majority of the issued and outstanding ABN
AMRO ordinary shares, calculated on a fully diluted basis. This announcement
does not constitute a waiver of the Minimum Acceptance Condition itself.

The Offer will remain open for acceptances until 3pm Amsterdam time (9am New
York City time) on 5 October 2007, unless the initial offer period is extended.
Withdrawal rights will terminate following the expiration of the Offer. ABN AMRO
shareholders who already have tendered their ABN AMRO ordinary shares in the
Offer but whose willingness to tender will be affected by a waiver of the
Minimum Acceptance Condition should withdraw their tenders immediately or in any
event before the expiration of the Offer.

On 19 July 2007, RFS Holdings received confirmation from the U.S. Federal Trade
Commission that its request for termination of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the ''HSR
Act'') had been granted in relation to its acquisition of ABN AMRO, thereby
satisfying condition (g) of the Offer insofar as it relates to the application
of the HSR Act to the acquisition of ABN AMRO. RFS Holdings hereby announces
that it will not have obtained, prior to the expiration of the Offer, approval
under the HSR Act for the proposed reorganization of ABN AMRO following
completion of the Offer and hereby waives its right to invoke the relevant
clause of condition (g) to the Offer as a result of not having obtained this
approval. Notwithstanding the foregoing, RFS Holdings retains its right (but is
not obligated) to invoke the remainder of condition (g) in case it shall not
have been waived or satisfied.

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.

The Dutch exchange agent:       The global information agent:
Fortis Bank (Nederland) N.V.    D.F. King & Co., Inc.
Rokin 55                        2 London Wall Buildings, 2nd Floor
1012 KK Amsterdam               London Wall, London EC2M 5PP
The Netherlands                 United Kingdom
Tel: +31 20 527 24 67           European Toll Free Help Line: 00 800 5464 5464
                                48 Wall Street, 22nd Floor
                                New York, NY 10005
                                United States
                                North American Toll Free Help Line: 1 (800) 848
                                2998


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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 SEC's 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.

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.
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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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