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

Dutch Scheme - Approval of Cross-Border Merger

18 June 2012

On 26 March 2012, the Boards of 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. announced (the “March Announcement”)
that (1) RBS N.V. (as the demerging company) and RBS II B.V. (as the acquiring
company) had filed a proposal with the Dutch Trade Register for a legal
demerger 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. by way of a Dutch
statutory demerger (the “Demerger”), and (2) RBS plc and RBS II B.V. had made
filings with Companies House in the UK and the Dutch Trade Register
respectively for, following the Demerger, a proposed cross-border merger of RBS
II B.V. into RBS plc (the “Merger”). 

On 18 June 2012, the Court of Session in Scotland made an order (the “Approval
Order”), inter alia, approving the completion of the Merger for the purposes of
Article 11 of Directive 2005/56/EC of the European Parliament and the Council
of the European Union. 

The Court fixed 00.01 hrs (British Summer Time) on 9 July 2012 (the “Effective
Time”) as the time and date on which the consequences of the Merger are to have
effect. It is expected that the Demerger will be implemented shortly prior to
the Merger and come into effect at 00:00 hrs (Central European Summer Time) on
9 July 2012.  In the event that the consequences of the Merger cannot have
effect at the Effective Time by reason that the Demerger does not take place
before the Effective Time, the Court has, under the Approval Order, given leave
to RBS plc and RBS II B.V. to apply to the Court to fix a new time and date on
which the consequences of the Merger are to have effect. 

The detailed proposals for 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. 

Copies of the Approval Order are available on application to Dundas & Wilson CS
LLP, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN, United Kingdom. 

The Deed of Irrevocable Offer (as described in the March Announcement and which
has been executed by RBS plc) and the undertakings given by RBS plc to the
Court in connection with that Deed and the Merger can be viewed at
http://www.investors.rbs.com/RBS_NV. 

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 Demerger and the Merger (the Demerger and
the Merger together, the “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 not
prove 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:

Approval of Cross-Border Merger.pdf