ABN AMRO RBS GBM JointCapabilities May92008

Joint capabilities May 2008 ABN AMRO/RBS GBM – joint capabilities presentation • This presentation provides a useful overview to an internal audience, covering a range of complementary strengths and synergies across major asset classes and geographies, using current awards/accolades and league tables • Where the appropriate client agreement is held to present joint capabilities, the specific content can be taken from individual slides to create more focused material for external use • Please note that league table positions and volumes for 2007 are not aggregated, as it would misrepresent the position that would have existed if the two businesses had been working as one throughout the year However, from January 2008 transactions underwritten by RBS and ABN AMRO are consolidated for the purpose of expressing league table volumes and rankings These new league table positions are labelled RBS only, and cover Q1 2008 • We hope that you will find this pack of credentials to be a useful tool in aiding and understanding of the way that the two businesses fit together This presentation is designed to inform employees and clients of RBS’s and ABN AMRO’s capabilities It should be noted, however, that currently clients can only benefit from the expertise of both banks if they explicitly give their approval for a joint approach RBS6245d Contents Introduction Capabilities by product area • Bond Markets 10 • Securitisation 14 • Loan Markets 17 • Leveraged Finance/High Yield 23 • Project Finance 26 • Equities 29 – Hoare Govett 34 • FX 36 • Derivatives RBS6245d 39 – Credit Derivatives and Alternatives Trading 42 – Fund Linked Derivatives Introduction • A key priority for us is to bring the benefits of the combination of ABN AMRO with RBS to our joint client base • ABN AMRO brings considerable strengths in equities, corporate finance/advisory, emerging markets and transaction banking • RBS Global Banking & Markets brings its expertise from leading positions across the spectrum of debt and risk management products globally, equally relevant to both borrowers and investors • Combined we maintain a broad global network in more than fifty countries for an extensive international presence, clients the combined benefit of local knowledge and world class skills • RBS and ABN AMRO will continue to operate independently for several months, pending integration, and no client information will be shared during this period However, in some circumstances we will be able to provide access to new capabilities almost immediately RBS6245d Our joint capabilities at a glance League table positions, Q1 20081 All International Bonds All Euromarket Issues All Bonds in EUR All International FRNs All Covered Bonds (All Currencies) Global Securitisations (ex Agencies) Cross Border Traditional Private Placements2 Global Loans EMEA Loans US Loans Asia Pacific Loans (Ex Japan, ex ANZ) Emerging Markets Loans European Leveraged Loans Project Finance EMEA MLA Global Equity Issues UK Equity Issues Asia Pacific (ex Japan) Equity Issues RBS is Global Bank of the Year ABN AMRO is Sustainable Bank of the Year 4 16 10 Polls, 2007 Global FX (by Marketshare)3 Best Bank for FX in the Eurozone4 Best Bank for Prime Brokerage4 Best bank Structured Product4 Global M&A5 European M&A5 Asia Pacific (ex Japan) M&A5 USA M&A6 Latin American M&A6 12 5 13 13 10 16 4) FX Week Awards 2007 5) Thomson Financial, Completed Deals, Full Year 2007 6) Dealogic, Announced Deals, Full Year 2007 ‘M&A ‘M&A House House of of the the Year Year (Asia)’ (Asia)’ ‘Best ‘Best Lead Lead Manager Manager for for Covered Covered Bonds’ Bonds’ ‘Russia ‘Russia and and CIS CIS Loan Loan House House of of the the Year’ Year’ ‘Best ‘Best Bank Bank for for Liquidity Liquidity Management Management Western Western Europe Europe and and CEE’ CEE’ 2007 2007 2007 2007 2007 2007 2007 2007 ‘Energy ‘Energy Advisor Advisor of of the the Year’ Year’ ‘EEMEA ‘EEMEA Bond Bond House House of of the the Year’ Year’ ‘India ‘India Loan Loan House House of of the the Year’ Year’ Best Best Bank Bank Europe Europe 2007 2007 Supply Supply Chain Chain Finance Finance 2007 2007 2007 2007 2007 2007 2007 2007 RBS6245d Notes 1) Thomson Financial, Q1 2008 2) Private Placements Monitor, FY 2007 3) Euromoney FX Poll 2007 - What the media says “Diversification, liquidity and leadership were the central tenets the marketplace not only needed but rewarded handsomely, making RBS Greenwich Capital IFR’s North American Securitisation House of the Year “….for broadening its sterling franchise through the development of new business and providing leadership, innovation and liquidity in all market conditions, RBS is IFR’s Sterling Bond House of the Year” (ifr, December 2007) “ while all major emerging markets bookrunners took full advantage of the booming conditions in early 2007, ABN AMRO stood out … ABN AMRO almost doubled its market share this year, establishing itself as a top-tier force to be reckoned with.” (ifr, December 2007) “RBS has boasted one of the most consistent project finance teams of the last few years […] The deal portfolio was probably the widest and most high profile of the market Significantly, RBS can profess to have one of the most balanced projects lists in terms of sector and region” (Project Finance International, Yearbook 2008) “ABN AMRO continued its form of 2006 and was involved not only in the leading M&A financings, which ruled centre stage, but also brought a broad mix of transactions for Indian corporate This is the third year running that ABN AMRO has enjoyed pole position in this sector.” (ifrAsia, December 2007) “Royal Bank of Scotland came from nowhere to build a powerful fixed income franchise in Europe Now it wants to go global…” (Institutional Investor, 2007) “This is the deal that catapults corporate India in the global M&A stage and starts a new trend in the country’s M&A history The USD 13 billion equivalent acquisition, which included GBP 500 million of existing debt, is the largest by any India company and the second largest M&A deal in the steel industry.” (The Asset, December 2007) “As well as promoting the options market, RBS has also been keen to add more of an international presence to its traditional strength in UK inflation The fruits of this global presence started to appear last year, with significant trades happening in all three of those markets.” (Risk Magazine, 2008) “Several international banks walked away from the Maxis deal, reckoning its size meant it couldn’t be done ABN AMRO and CIMB showed it could.” (Euromoney, February 2008) “RBS is the unrivalled leader in European syndicated loans and is consistently at the top of the leveraged finance league tables It has also maintained its leadership in the sterling bond market and structured finance markets” (EuroWeek, 2007) “…The three deals show that ABN AMRO is at the forefront is leading some of the biggest trends in Latin American debt: acquisition, financing, private equity, and localmarket distribution All are important benchmarks for the region“ (Euromoney, July 2007) “…the success of the USD 1.5 billion privatization of UTAC – a landmark deal that is the largest private equity-led public M&A transaction ever completed in Asia this year and the largest technology M&A deal in Singapore in the past six years.” (The Asset, December 2007) RBS6245d Truly global coverage The combined businesses will have a significant presence in more than 50 countries RBS locations before integration of ABN AMRO North America EMEA Asia Pacific United States Finland France Germany Greece Ireland Italy Portugal Spain Sweden United Kingdom Australia China Hong Kong (China) Japan Malaysia Singapore Latin America RBS locations after integration of ABN AMRO Americas Argentina Brazil1 Canada Chile Colombia Mexico United States Venezuela Western Europe Notes: 1) Presence to be established during 2008 2) Rep office 3) Presence through 40% stake in Saudi Hollandi Bank Italy Luxembourg Netherlands Norway Portugal Spain Sweden Switzerland United Kingdom Czech Republic Egypt2 Emirates Kazakhstan Poland Romania Russia Asia Australia China Hong Kong (China) India Indonesia Japan Korea (South) Malaysia Slovakia Turkey Saudi Arabia3 South Africa United United Arab Emirates Uzbekistan New Zealand Pakistan Philippines Singapore Taiwan Thailand Vietnam RBS6245d Austria Belgium Channel Island Denmark Finland France Germany Gibraltar Greece Ireland Central & Eastern Europe, Middle East & Africa Results Financial information as at 28 February 2008 RBS group GBP billion Group operating profit 10.282 Total assets 1,901 Risk-weighted assets 609 Return on equity (%) 19.9 BIS capital ratio (%) 11.2 Core tier (%) 4.5 BIS tier ratio (%) 7.3 Income ratio (%) 40.7 Source – Published full-year 2007 results of The Royal Bank of Scotland Group including 76 days’ ownership of part of ABN AMRO Group RBS6245d Credit ratings Credit agency ratings Rating agency1 Moody’s2 Standard & Poor’s3 Fitch4 Rating type Short term Long term Short term Long term Short term Long term The Royal Bank of Scotland Group plc P-1 Aa1 A-1+ AA- F1+ AA+ The Royal Bank of Scotland plc P-1 Aaa A-1+ AA F1+ AA+ ABN AMRO Bank NV P-1 Aa2 A-1+ AA- F1+ AA- Notes: Source – Credit Rating Agencies as listed On 17 October 2007 Moody’s Investor Services affirmed the ratings of The Royal Bank of Scotland Group plc and subsidiaries as above The outlook for long-term debt remains negative At the same time Moody’s affirmed the ratings for ABN AMRO Bank NV, but changed the outlook on the long-term debt ratings from stable to developing On September 2007 S&P affirmed the ratings of The Royal Bank of Scotland Group plc and subsidiaries as above The outlook for long-term debt remains negative On 23 October S&P affirmed the ratings of ABN AMRO Bank NV and re-iterated the positive outlook for ratings On Oct 2007 Fitch Ratings affirmed the ratings of The Royal Bank of Scotland Group plc and subsidiaries as above, noting that ABN AMRO Bank NV’’s long-term IDR of AA- remains on Rating Positive Watch to reflect the average long-term IDR of the consortium members being higher than that of ABN AMRO RBS6245d Capabilities by product area Bond Markets Capabilities by product area Commodities Commodities – Formed on 1st April 2008, RBS Sempra Commodities creates significant additional value by leveraging Sempra Energy and RBS' commodities capabilities across our extensive global footprint and deep corporate and institutional relationships With RBS Sempra Commodities we are able to: RBS Sempra Commodities deals in: •Meet the financial and physical commodity requirements of our customer base globally across a broad range of industry sectors, including oil & gas, metals & mining, industrials & transportation, power and utilities •Power - industry leading power marketer with a primary focus on the North American and the European wholesale markets •Provide short-, medium- and long-term hedging and risk solutions to RBS's existing project finance and structured finance customers around the world •Offer a complete derivatives risk management and trading platform for RBS customers •Natural gas - international natural gas marketer with a primary focus on the North American (ranked #4 in 2007 by Platt’s) and European wholesale markets as well as the international Liquefied Natural Gas (‘LNG’) •Coal - major participant in the international physical and financial wholesale coal and dry freight markets •Develop bespoke commodities products for investors in combination with our existing Structured Investor Products platform •Crude oil and oil products - worldwide trader of oil and oil products, specializing in physical delivery of crude oil and crude related product, storage and transportation, as well as on-shore and off-shore blending capabilities •Enable customers to trade in carbon and green credits products •Metals - leading metals trading group, specialising in base metals, precious metals, steel and plastics •Green credits - active participant in the international green credits markets via EUETS, the Kyoto Based Instruments Market, as well as all US based allowances markets including SO2, NOX, RGGI, RECs and VERs 59 RBS6245d •Agricultural products - Growing business in ethanol and bio-fuels primarily focused on North America and warehousing storage facilities for coffee and cocoa Commodities accolades The combined entities provide our clients with a global commodities platform 1st stOverall Metal Broker Overall Metal Broker Sempra Sempra Energy & Commodity Energy &2008 Commodity Rankings Rankings 2008 February 2008 February 2008 #5 European Electricity, #5 European Eastern EuropeElectricity, - Sempra Eastern Europe - Sempra March 2008 March 2008 #4 in UK NBP curve – Sempra #4 in UK NBP curve – Sempra Energy Risk Energy Risk March 2008 March 2008 #5 European Electricity, Spain European Electricity, Spain – #5 Sempra – Sempra Energy Risk Energy Risk March 2008 March 2008 #4 European Electricity, #4 European Electricity, Germany – Sempra Germany – Sempra Energy Risk Energy Risk March 2008 March 2008 #4 in Western US Natural Gas #4 interm Western US Natural Gas short - Sempra short term Energy Risk - Sempra Energy Risk March 2008 March 2008 #4 in Eastern US Natural Gas #4 interm Eastern US Natural Gas short - Sempra short term Energy Risk - Sempra Energy Risk March 2008 March 2008 #4 in Western US Natural Gas #4 in Western US Natural Gas long term - Sempra long term Energy Risk- Sempra Energy Risk March 2008 March 2008 #2 Research in Weather #2 Research in Weather Sempra Sempra Energy Risk Energy Risk March 2008 March 2008 RBS6245d 60 Carbon Trading The effort to combat climate change has given birth to a new and fast-growing commodity market The Kyoto Protocol and related initiatives have created a novel asset: greenhouse gas emission reductions; commonly referred to as ‘carbon credits’ The assets are created under governmentestablished emissions trading systems – such as the EU Emissions Trading Scheme (ETS) and those planned in the US and Australia Key highlights • ABN AMRO was one of the first banks to become active in the carbon markets We focus on trading EU Allowances under the EU Emissions Trading Scheme and originating CER/ERU (Certified Emissions Reduction/Emission Reduction Unit) transactions via our branch network, supported by regional product specialists in Amsterdam, Sydney, Sao Paulo, and a trading team in London • Our product specialists have many years of combined experience in emissions trading, including working for the Dutch Government’s CER buying program as early as 2001 • We have executed transactions in Issued CERs, Forward CERs out to 2012 and Safekeeping services for CERs (Seller holds CERs in our a/c Annex I National Registry) First First bank-mediated bank-mediated sale sale of of CERs CERs to to private private company company –– June June 2005 2005 Trading Trading of of EUAs EUAs for for compliance compliance June June 2006 2006 –– April April 2008 2008 Sourcing Sourcing CERs CERs for for carbon carbon neutrality neutrality June June 2007 2007 >150 >150 million million tonnes tonnes CO2e CO2e Trading Trading EUAs EUAs and and CERs CERs June June 2006 2006 –– April April 2008 2008 RBS6245d 61 Appendix Eco-markets Market leader in renewables – in 2007 RBS was 3rd in Infrastructure Journal’s Mandated Lead Arranger league table for wind and renewables financing With more than 12 businesses ABN AMRO has the broadest range of expertise and experience in the market: • Equities (IPOs, Hoare Govett has a strong energy sector client base and a growing number of clients in the Eco-sector) Wind • Leading Market leader in wind farm financing • Over 8.7 GW financed globally since 1998 (2 GW in 2006 & 2005, and • Structured Finance (windfarm financing) • Corporate finance (Acquisitions – Recent mandates include Suzlon • • • Trading (Voluntary offsets(Carbon Trading), Metals (platinum & • Energy’s EUR3.5bn takeover of REpower) GW in 2007) Leading the market on new financing structures in new regimes In-depth knowledge across a range of regulatory regimes including financings of multi-jurisdictional portfolios of wind farms Significant capability in Capital Markets, mezzanine debt and equity palladium), Agriculture (bio-fuel feedstocks), Derivatives / Hedging) Investment products • • • • • • • Solar • Solar photovoltaic financing is new to the European market – only surfaced in H2 2007 and has been confined to Iberia up until now • RBS is the leading international bank to take on financing in this area Fund-Linked Derivatives Natural catastrophe securities CARE Notes GRAIN Biofuel feedstock trading strategy Global SRI equity product Brazilian 'Ethical' equity fund, 'Green Fund' Indian SRI fund, Renewable Energy Private Equity Fund (Q1 2008) Private Investor Products based on • • • • • • Climate Change & Environment Index Water Index Biofuels – Commodity and Equity Indices Renewable Energy Waste Management Index, Natural Gas Index Eco Total Returns Index RBS6245d 63 Sustainability – accolades The Top Global Banks for Environmental, Social and Strategic Governance (ESG) Rank Bank Rating Société Générale AAA Credit Agricole SA AAA RBS Global Banking & Markets AAA ABN AMRO Holding NV AAA BBV Argentaria SA AA Banco Santander Central Hispano SA AA Standard Chartered Plc AA Bank of Nova Scotia A KBC Groupe SA A 10 BNP Paribas A 11 UBS AG A 12 HSBC Holdings Plc A 13 Mizuho Financial Group A 14 Citigroup Inc A 15 Credit Suisse Group A 16 Sumitomo Mitsui Financial Group BBB 17 JP Morgan Chase & Company BBB 18 Fortis NV BBB 19 Mitsubishi UFS Financial Group BBB 20 Barclays Plc BBB 21 Deutsche Bank AG BB 22 Bank of America Corporation BB Sustainable Bank of the Year Financial Times Sustainable Banking Awards June 2007 Award for Corporate Social Responsibility Best of European Business March 2007 Gold Medal for International Corporate Achievement in Sustainable Development World Environment Center January 2006 Renewables Arranger of the Year Infrastructure Journal March 2007 World’s third Greenest Company The Independent July 2007 Best European bank for Corporate responsibility Dow Jones Sustainability Index (DJSI) September 2006 Global Emerging Markets Sustainable Bank of the Year (ABN AMRO India) Financial Times Sustainable Banking Awards June 2007 Global Renewables Portfolio Refinancing Deal of the Year Babcock & Brown Global Wind Partners Project Finance magazine January 2008 RBS6245d Source: Innovest, February 2008 64 Emerging Debt and Forex Markets ABN AMRO is a leading bank in the emerging markets with local presence in 28 countries, covering 73 non-G11 currencies Best Debt House - Latin America Euromoney July 2007 Latin America Loan House IFR December 2006 Best Debt House - Venezuela Euromoney July 2007 No Best Bank for Emerging Latin American Currencies FX Week, Best Bank Awards, Corporate Vote November 2007 integrated through active networked hubs in London, New York, and Singapore • Offering 24-hour trading coverage and a globally integrated product suite with a complete range of non-G11 linear products, including FX, FX options, Fixed Income Trading, Rates, Credit and Structured Credit solutions • Through our extensive network coverage we provide onshore and offshore risk solutions in Local Markets across associated asset classes, by tailoring local solutions that meet our clients’ needs – including liquidity management, regulatory support, currency protection for global corporations; investment strategies for local companies with interests in G11 markets; or FX investments for hedge funds in search of higher yields International Emerging Markets Bonds EEMEA Bond House IFR December 2007 All International Emerging Market Bonds All International Emerging Market Bonds – Latin America All International Emerging Market Bonds – EEMEA Best Arranger - Eastern European Loans EuroWeek January 2007 Russia and CIS Loan House IFR December 2007 Best Arranger of Russian Loans EuroWeek January 2007 Excellence in Eastern Europe Fixed Income, Top Bank in: - Emerging Market Fixed Income - Emerging Market Energy and Natural Resources Fixed Income - Led Russia Fixed Income Dealogic, Recognition of Excellence February 2008 2nd 1st 3rd Source: Thomson Finance Full Year 2007 Best Debt House - Turkey Euromoney July 2007 Best at Project Finance Middle East Euromoney July 2007 Best Debt House - Middle East Euromoney Awards for Excellence July 2006 No Best Bank for Emerging EMEA Currencies FX Week, Best Bank Awards, Total Votes November 2007 65 Excellence in India Fixed Income Top Bank in: - India Syndicated Loans - India Energy and Natural Resources Fixed Income Dealogic, Recognition of Excellence February 2008 No Most Impressive Bank in Other Currencies (than USD, EUR, GBP) EuroWeek January 2007 Best Debt House - Central Asia Euromoney July 2007 Best Debt House - Kazakhstan Euromoney July 2007 India Loan House IFR Asia Awards December 2006, 2007 Best Debt House – Pakistan The Asset December 2007 No Best FX (Vanilla) Provider for Asian Currencies Asiamoney, FX Poll, Corporate Votes September 2007 RBS6245d Excellence in Brazil Fixed Income Top Bank in: - Brazil Fixed Income - Brazil Fixed Income in Industrials and Consumer & Retail Dealogic, Recognition of Excellence February 2008 • ABN AMRO's strong presence in 28 non-G11 countries stretches from Argentina to Vietnam, and remains Shipping Finance – overview RBS + ABN AMRO = a leading force in shipping and port financing, able to offer a full suite of products to our global clients in this sector Shipping House of the Year Jane’s Transport Finance 2007 Gala Awards December 2007 Key highlights • Experienced global marine M&A practitioner (Sell side advisor • Banker to over 150 of the world’s top shipping companies • Leading lender to the shipping industry with a loan portfolio in • • • Principal asset classes: Bulk Carriers, Crude Oil & Product • to Fraser Surrey Docks, Adsteam), adviser to Financial Sponsors and provider of leveraged finance in this sector Active in marine Equity Capital Markets Broker to port companies and leading provider of research in this sector ABN AMRO provides a full range of funding alternatives to the Shipping & Ports sector • • • Shipping Debt Deal of the Year – CSC Nanjing Tanker Jane’s Transport Finance 2007 Gala Awards December 2007 Asia Shipping Debt Deal of the Year – Shanghai Time Shipping Jane’s Transport Finance January 2006 excess of USD23billion – no.1 in Greece • Tankers, Container Ships, Chemical Tankers, LPG & LNG, Reefers and Car Carriers 70% of exposure secured against vessels under five years of age Wide range of innovative tax and residual value debt structures Tailor made risk management and investment products exclusive to the Bank’s global shipping client base Specialist syndication team within our loan markets platform Global shipping loan portfolio league table Ship Finance Bank of the Year 2005 Lloyds List Greek Awards Source: Marine Money International, May 2007 66 RBS6245d Most Innovative Ship Finance Deal of the year – OSG Nakilat Shipping Economist 2005 Structured Asset Finance & Aviation Capital RBS has a large, sustainable and diversified book of assets under management, transacting assets since 1975 across all sectors, assets and products Key Facts • GBP12.5billion commitments • 1,800 facilities • Over 300 relationships • Lifetime revenues of approx GBP600million over 15+ years • Residual value book of c.GBP450million • Strong credit counterparties and low default rates Structured Asset Finance Aviation Capital Media Financing • Executed in excess of 75 transactions completed in 2007 involving 251 aircraft 8th in Leveraged Media Loans (by volume) Loan Markets Association 2007 • Combined commercial aircraft secured debt and operating lease book of USD12billion • Own, managed or have committed to finance over Executed in excess of 50 tax and debt transactions in the film and television sector raising in excess of USD10billion to date • Consistently the largest arranger and participant in UK film tax transactions by volume in the corporate market Corporate Jet Financing • Corporate and VIP Jet book > USD2.25billion • Structured Asset Finance Aerospace & Defence has 265 aircraft on operating lease, and debt finance over 300 aircraft Aircraft Finance Innovator of the Year Jane’s Transport Finance December 2007 #5 Commercial Aircraft Lessor By Scale Air Finance Journal Survey 2007 ABS Deal of the Year – Airspeed ISR Awards December 2007 committed financing for over 35, (mainly new, large cabin) Corporate Jets with an aggregate value of circa USD1.10billion outside North America • 75 years of experience in the aviation industry • Market share of new jet ‘Large Cabin’ space estimated at 12% RBS6245d 67 Disclaimers ABN AMRO Global Disclaimer This marketing communication has been prepared by ABN AMRO Bank N.V or an affiliated company (‘ABN AMRO’) and for the purposes of Directive 2004/39/EC has not been prepared in accordance with the legal and regulatory requirements designed to promote the independence of research As such regulatory restrictions on ABN AMRO dealing in any financial instruments mentioned in this marketing communication at any time before it is distributed to you not apply This marketing communication is for your private information only and does not constitute an analysis of all potentially material issues nor does it constitute an offer to buy or sell any investment Prior to entering into any transaction with ABN AMRO, you should consider the relevance of the information contained herein to your decision given your own investment objectives, experience, financial and operational resources and any other relevant circumstances Views expressed herein are not intended to be and should not be viewed as advice or as a recommendation You should take independent advice on issues that are of concern to you Neither ABN AMRO nor other persons shall be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, including lost profits arising in any way from the information contained in this communication Any views or opinions expressed herein might conflict with investment research produced by ABN AMRO ABN AMRO and its affiliated companies may from time to time have long or short positions in, buy or sell (on a principal basis or otherwise), make markets in the securities or derivatives of, and provide or have provided, investment banking, commercial banking or other services to any company or issuer named herein Any price(s) or value(s) are provided as of the date or time indicated and no representation is made that any trade can be executed at these prices or values In addition, ABN AMRO has no obligation to update any information contained herein This marketing communication is not intended for distribution to retail clients in the UK under any circumstances For U.S Clients: This document is intended for distribution only to major institutional investors as defined in Rule 15a-6(a)(2) under the U.S Securities Act 1934 Any U.S recipient of this document wanting further information or to effect any transaction related to this trade idea must contact a registered representative of ABN AMRO Incorporated, Park Avenue Plaza, 55 East 52nd Street, New York, N.Y 10055, US, tel: +1 212 409 1000 Copyright 2007 ABN AMRO All rights reserved This communication is for the use of intended recipients only and the contents may not be reproduced, redistributed, or copied in whole or in part for any purpose without ABN AMRO's prior express consent 69 RBS6245d ABN AMRO is authorised by De Nederlandsche Bank and regulated by the Financial Services Authority; regulated by the AFM for the conduct of business in the Netherlands and the Financial Services Authority for the conduct of UK business Global disclaimer for trading areas The contents of this document are indicative and are subject to change without notice This document is intended for your sole use on the basis that before entering into this, and/or any related transaction, you will ensure that you fully understand the potential risks and return of this, and/or any related transaction and determine it is appropriate for you given your objectives, experience, financial and operational resources, and other relevant circumstances You should consult with such advisors as you deem necessary to assist you in making these determinations The Royal Bank of Scotland plc (“RBS”) will not act as your advisor or owe any fiduciary duties to you in connection with this, and/or any related transaction and no reliance may be placed on RBS for investment advice or recommendations of any sort RBS makes no representations or warranties with respect to the information and disclaims all liability for any use you or your advisors make of the contents of this document However this shall not restrict, exclude, or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed RBS and its affiliates, connected companies, employees or clients may have an interest in financial instruments of the type described in this document and/or related financial instruments Such interest may include dealing, trading, holding, acting as market-makers in such instruments and may include providing banking, credit and other financial services to any company or issuer of securities or financial instruments referred to herein RBS is authorised and regulated in the UK by the Financial Services Authority, in Hong Kong by the Hong Kong Monetary Authority, in Singapore by the Monetary Authority of Singapore, in Japan by the Financial Services Agency of Japan, in Australia RBS (Australia) Pty Ltd ABN 36 088 574 270 is authorised and regulated by the Australian Securities and Investments Commission and acts as agent for RBS ABN 30 101 464 528 and in the US, by the New York State Banking Department and the Federal Reserve Board The financial instruments described in this document are made in compliance with an applicable exemption from the registration requirements of the US Securities Act of 1933 The Royal Bank of Scotland plc Registered in Scotland No 90312 Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB The daisy device logo, RBS, The Royal Bank of Scotland and Make it happen are trade marks of The Royal Bank of Scotland Group plc 70 RBS6245d N.B Trading Areas are: Government Trading; Credit Trading; Proprietary Trading & Hedging; Capital Markets Sales; Currency Options/Equity Index; Derivatives and Futures; Interest Rate Derivatives; Sales and Marketing; Futures Broking; Margin Trading; Shipping; Strategy and Agency Treasury Services (for the purposes of these disclaimers only) Global disclaimer for presentations by advisory areas to issuers The information in this document is intended to provide you with a summary of potential transaction structures and terms and conditions that may or may not lead to transactions being entered into between us It is not intended that either of us would be bound by any of these proposed terms and conditions until both of us agree to, and sign, formal written contracts Nothing in this document should be construed as legal, tax or investment advice or as a recommendation or an offer to purchase or underwrite any securities from you, or to sell securities to you or to extend any credit to you or to any of those things on your behalf The information in this document is confidential and proprietary to us It has been produced solely for your use and that of your professional advisers and should not be reproduced or disclosed to any other person without our consent This document remains our property and must be returned to us on request and any copies you have made must be destroyed Neither of us should rely on any representation or undertaking inconsistent with the above paragraphs Any views or opinions (including statements or forecasts) constitute our judgement as of the date indicated and are subject to change without notice We not undertake to update this document [This document is issued by The Royal Bank of Scotland plc ("RBS") which is authorised and regulated by the Financial Services Authority.]* For Private Placements, replace the sentence above with the paragraph below [This document is issued by The Royal Bank of Scotland plc ("RBS") which is authorised and regulated by the Financial Services Authority in accordance with the regulatory regime applying to United Kingdom ("UK") investment business In the United States, this document is issued by RBS Securities Corporation (“RBSSC”), a member of the NASD and an indirect wholly-owned subsidiary of RBS]* * Delete as applicable The Royal Bank of Scotland plc Registered in Scotland No 90312 Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB The daisy device logo, RBS, The Royal Bank of Scotland and Make it happen are trade marks of The Royal Bank of Scotland Group plc 71 RBS6245d N.B Advisory Areas are: Structured Capital Markets (including Transaction Execution, Securitisation, Debt Structuring, CDO’s and Risk Finance); Origination (including: UK Origination, Europe Origination, Frequent & Public Sector Borrowers, Financial Institutions Group Originations, High Yield Origination, Private Placements, Syndications); Group Treasury and FM Investment Management (Agency Treasury Services is a Trading Area for the purposes of these disclaimers) Global disclaimer for presentations by advisory areas to investors This document has been prepared for information purposes only The investments and investment services referred to are not available to retail customers within the meaning of the rules of the Financial Services Authority, nor for persons who are subject to US securities laws and should not be distributed in the US or to any US person nor in any jurisdiction in which its distribution would be prohibited It should not be construed as an offer or solicitation to buy or sell any securities or any interest in securities The information in this document is confidential and is intended for use only by the recipient It should not be reproduced or disclosed to any other person without our consent This document remains our property and must be returned to us on request and any copies you have made must be destroyed [Include where relevant: The information contained herein has been prepared by us on the basis of information provided by the [Transferor/Issuer] or one of more of its affiliates to assist interested parties in making a preliminary analysis of [Describe Transaction] and does not purport to be all-inclusive or to contain all of the information that a prospective investor may require to make a full analysis of the transaction The terms of this [Preliminary Term Sheet/Presentation] are qualified in their entirety by the Offering Circular, which will be made available by us in respect of the transaction described herein, which will supersede the terms hereof.]* This document is distributed on the express understanding that, whilst the information in it is believed to be reliable, it has not been independently verified by us We make no representation or warranty (express or implied) of any nature, nor we accept any responsibility or liability of any kind, with respect to the accuracy or completeness of the information in this document This shall not, however, restrict, exclude, or limit any duty or liability to a person under any applicable laws or regulations of any jurisdiction, which may not lawfully be disclaimed Each recipient of this document should make its own independent evaluation of the transaction and of the relevance and adequacy of the information in this document and should make such other investigations as it deems necessary to determine whether to participate in the transaction The Royal Bank of Scotland plc ("RBS"), and its affiliates, connected companies, employees or clients may have an interest in the securities (or related securities or other financial instruments or their related derivatives) ("Securities") mentioned in this document This may involve activities such as dealing in, holding, acting as market-makers, or performing financial or advisory services, in relation to any of the Securities referred to in this document It may also have acted as a manager or co-manager of a public offering of such Securities, and may also have an investment banking relationship with any companies mentioned in this document Neither of us should rely on any representation or undertaking inconsistent with the above paragraphs This document is issued by RBS, which is authorised and regulated by the Financial Services Authority Any views or opinions (including statements or forecasts) constitute our judgement as of the date indicated and are subject to change without notice [Additional paragraph for Asset-Backed issues: Average lives of, or the potential yields on, any security cannot be predicted as the actual rate of repayment on the underlying assets, as well as a number of other relevant factors, cannot be determined No assurance can be given that the assumptions on which the possible average lives of, or yields on, the securities are made will provide to be realistic Information about possible average lives of, or yields on, the securities in this document must, therefore, be viewed with caution.]* * Delete as applicable The Royal Bank of Scotland plc Registered in Scotland No 90312 Registered Office: 36 St Andrew Square, Edinburgh EH2 2YB The daisy device logo, RBS, The Royal Bank of Scotland and Make it happen are trade marks of The Royal Bank of Scotland Group plc 72 RBS6245d N.B Advisory Areas are: Structured Capital Markets (including Transaction Execution, Securitisation, Debt Structuring, CDO’s and Risk Finance); Origination (including: UK Origination, Europe Origination, Frequent & Public Sector Borrowers, Financial Institutions Group Originations, High Yield Origination, Private Placements, Syndications); Group Treasury and FM Investment Management (Agency Treasury Services is a Trading Area for the purposes of these disclaimers)