| The Banks shall ensure sufficient continuity within the Management Board and the
Supervisory Board of ABN AMRO Holding and ABN AMRO Bank and shall ensure the preservation of
knowledge of the organisation of the ABN AMRO Group as well as the availability of specific
expertise so that these bodies can properly perform their legal and statutory tasks. |
| Within the Consortium, RBS is primarily responsible for the effective functioning of the
ABN AMRO Group during the transition phase to the moment when the components to be acquired
are transferred to the individual members of the Consortium. The ABN AMRO Group shall be
consolidated in the financial statements and supervisory returns of RBS. RBS is responsible
for compliance with the financial supervisory regulations applicable to the ABN AMRO Group in
all relevant jurisdictions. |
| Within two months of the entry into force of the Declarations of No Objection, the Banks
shall ensure that ABN AMRO draws up a robust and detailed Transitional Plan. The Transitional
Plan and any material changes to it shall be submitted to DNB for approval. |
| The Banks shall not make any fundamental changes to the current set-up of the organisation,
the division of tasks and responsibilities, the committee structure and the reporting lines of
the ABN AMRO Group before: |
| the Banks have obtained a degree of control with which the Banks may be deemed
capable of effective execution of the proposed transition; and |
| the above transition plan has been approved by DNB, unless DNB has agreed to such a
change in advance. |
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| DNB approval will be obtained for the Transitional Plan and for each separation before
implementation. |
| The Banks commit to maintain target levels of capital and liquidity determined between DNB
and ABN AMRO. An adjusted capital and liquidity plan will be submitted to DNB for approval
within thirty days of the entry into force of the Declarations of No Objection. |
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| The roles of the Supervisory and Managing Boards of ABN AMRO will remain unchanged in
concept following completion of the offer; |
| The Banks will propose three new members to the Supervisory Board and intend to retain at
least five existing members (subject to their being willing to serve); |
| The Chairman of the Supervisory Board will be an independent member of the Supervisory
Board and will not be a nominee of any member of the Consortium; |
| Three independent members of the Supervisory Board will be charged with special
responsibility for ensuring that the interests of minorities are protected until such time as
their interests are acquired by RFS Holdings; |
| As is the current practice of ABN AMRO, appointments to the Managing Board will be
nominated by the Supervisory Board and ultimately decided by the general meeting of
shareholders. The Consortium will recommend a number of appointments to the Managing Board,
including Chairman, CFO and CRO. In addition, it is the Consortiums intention to secure
continuity by retaining ABN AMRO experience and knowledge on the Managing Board. The
Consortium will either retain a number of existing members if they are willing to serve or
will seek to identify candidates from the Group Business Committee; |
| The ABN AMRO Group will continue to act as a single coordinated institution in respect of
all liabilities, requirements and regulatory interfaces. In the event that any parental
support were to be provided, it would come directly from RBS who would thereafter share the
consequences with the Consortium, using the mechanisms set out in Clause 13 of the CSA. The
respective ABN AMRO businesses will, prior to separation, be managed under the authority of
the ABN AMRO Managing Board; and |
| The period during which the Consortium members have undertaken to agree the terms of the
definitive agreements to implement the restructuring of ABN AMRO has been reduced from 180
days to 90 days after the date of the offer going wholly unconditional, after which time the
matters in dispute, on the application of any Consortium member, will be determined as set out
in the Consortium and Shareholders Agreement. |
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