The Royal Bank of Scotland N.V. - Company Announcement

Change to the Date of Implementation of the Dutch Scheme

4 July 2012

Further to the announcement dated 18 June 2012, The Royal Bank of Scotland
Group plc (RBSG), The Royal Bank of Scotland plc (RBS plc), RBS Holdings
N.V.[1], The Royal Bank of Scotland N.V.[2] (RBS N.V.) and RBS II B.V. have
decided that, as a result of technology issues which have affected the RBS
Group in the UK and Ireland, it would be prudent to defer the implementation of
the Dutch Scheme which was scheduled to take place on 9 July 2012. The Dutch
Scheme refers to the transfer of a substantial part of the business conducted
by RBS N.V. in the Netherlands as well as in certain EMEA branches of RBS N.V.
to RBS plc (including the transfer of certain securities issued by RBS N.V. to
RBS plc). 

The Financial Services Authority has been advised of the delay and has no
objections. De Nederlandsche Bank is aware of the delay. 

A further announcement will be made once the new effective date for the Dutch
Scheme (the “Effective Date”) has been set, which is subject to regulatory and
court approvals. 

Clients will continue to deal, and conduct business, with their local RBS teams
as at present. There will be no impact on client services, which will continue
as usual. 

Any action required in connection with the Dutch Scheme and the new Effective
Date will be communicated in a timely way with a view to ensuring a smooth
transition. 

Investors in securities issued by RBS N.V. should refer to the website
http://www.investors.rbs.com/RBS_NV (for securities issued prior to 23 March
2012) or the issue and/or offer documents (including term sheets) (for
securities issued from on or around 23 March 2012) for information as to
whether RBS plc is expected to become the issuer of their securities from the
new Effective Date as a result of the Dutch Scheme (subject to the relevant
securities not having been exercised, redeemed or repurchased and cancelled
prior to the implementation of the Dutch Scheme). 

The detailed proposals for the Demerger and the Merger are available for
inspection at Companies House in the UK and the Dutch Trade Register and can be
viewed at http://www.investors.rbs.com/RBS_NV. 

Capitalised terms used in this announcement shall have the same meaning as
those defined in the announcement on 18 June 2012. 

For Further Information Contact:

RBS Group Investor Relations        RBS Group Media Relations           
Greg Case, Debt Investor Relations  Michael Strachan, Group Media Centre
+44 207 672 1759                    +44 131 523 4414                    

 Disclaimer

No person should place any reliance on the information referred to in this
announcement concerning the proposed Dutch Scheme in connection with making an
investment decision or for any other purpose and should be aware that changes
to the current proposals (including, without limitation, the eventual manner in
which RBS plc may become the issuer of any securities issued by RBS N.V., the
timing pursuant to which RBS plc may become the issuer of such securities or
any other details of the Dutch Scheme as set out above or to the plans for the
guarantees granted by RBS N.V. in relation to securities issued by entities
other than RBS N.V.) may be made if required, or if determined by RBS N.V. or
RBS plc (in their absolute discretion) to be desirable for commercial or other
reasons. Accordingly, nothing in this announcement should be taken as (or is) a
representation as to the details of the Dutch Scheme or that RBS plc will or
will not become the issuer or guarantor of any of the RBS N.V. securities or
guarantees, whether in the manner described in this announcement, in accordance
with the timing set out in this announcement, or at all. Investors should refer
to http://www.investors.rbs.com/RBS_NV (for securities issued prior to 23 March
2012) or the issue and/or offer documents (including term sheets) (for
securities issued from on or around 23 March 2012) for information as to which
securities RBS plc is or is not expected to become the issuer of as a result of
the Dutch Scheme (such information being up-to-date as at the date there
indicated). For the avoidance of doubt, this announcement has been prepared and
circulated solely for information purposes and does not constitute an offer to
any person. If you are in any doubt as to whether there is any tax or other
impact on you as a result of the Dutch Scheme, please discuss such matters with
your advisers. 

Cautionary Statement

Certain statements found in this document may constitute “forward-looking
statements” as defined in the U.S. Private Securities Litigation Reform Act of
1995. Such “forward-looking statements” reflect management's current views with
respect to certain future events and financial performance and include any
statement that does not directly relate to any historical or current fact.
Words such as “anticipate,” “believe,” “expect,” “estimate,” “forecast,”
“intend,” “plan,” “project” and similar expressions which indicate future
events and trends may identify “forward-looking statements”. In particular,
this document includes forward-looking statements relating, but not limited, to
the Dutch Scheme. Such statements are based on current plans, estimates and
projections and are subject to various risks, uncertainties and other factors
that could cause actual results to differ materially from those projected or
implied in the “forward-looking statements”. Certain “forward-looking
statements” are based upon current assumptions of future events which may notprove to be accurate. Other factors that could cause actual results to differ
materially from those estimated by the forward-looking statements contained in
this document include, but are not limited to: the ability to complete
restructurings on a timely basis; regulatory or legal changes (including those
requiring any restructuring of the operations of RBSG, RBS plc, RBS Holdings
N.V., RBS N.V. or RBS II B.V.) in the United Kingdom, the Netherlands, the
United States and other countries in which these entities operate; changes in
UK and foreign laws, regulations, accounting standards and taxes, including
changes in regulatory capital regulations and liquidity requirements; and the
success of RBSG, RBS plc, RBS Holdings N.V., RBS N.V. or RBS II B.V. in
managing the risks involved in the foregoing. 

Undue reliance should not be placed on “forward-looking statements” as such
statements speak only as of the date of this document. None of RBSG, RBS plc,
RBS Holdings N.V., RBS N.V. nor RBS II B.V. undertake to update any
forward-looking statement contained herein to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events. 

The information, statements and opinions contained in this document do not
constitute a public offer under any applicable legislation or an offer to sell
or solicitation of any offer to buy any securities or financial instruments or
any advice or recommendation with respect to such securities or other financial
instruments. 

[1]              Formerly known as ABN AMRO Holding N.V.
[2]               Formerly known as ABN AMRO Bank N.V.

Attachments:

Change to the Date of Implementation of the Dutch Scheme.pdf