ABN AMRO

1. ABN AMRO The Group’s development in France Caroline du Rusquec Iris Koolhoven Antoine Gérard Léonard Wapler

2. Methodology • Why ABN Amro? • Interviews: We are particularly grateful to: • Anne Lise Bapst, VP Communication , ABN Amro France • Philippe de Fontenay, Chairman & CEO of Fontenay Gestion, former CEO of ABN AMRO Securities France • Web-based research Best in France Project, May 2003 – Majeure Management International

3. Structure of our presentation • ABN Amro worldwide • The development of ABN Amro in France • Difficulties, successes and challenges • What is next ? Best in France Project, May 2003 – Majeure Management International

4. ABN AMRO Worldwide A leading European bank, with a global presence

5. ABN Amro worldwide: General overview • An originally Dutch company, stemming from the merger of 2 complementary banks in 1991. • ABN: an already international retail bank. • Amro: a Dutch investment bank. • Today, around 105 000 employees located in 70 countries. • France: 2600 people, 2.4% of manpower. • Next acquisitions ? Brazil, Germany Best in France Project, May 2003 – Majeure Management International

6. ABN Amro : a major European player In m€ Source: Annual Report 2002 Best in France Project, May 2003 – Majeure Management International

7. ABN AMRO Group is mainly a retail bank 98% of the Group’s net profit stems from the retail activity Its wholesale and private banking activities are Tier-2 activities on a global level ABN Amro worldwide: scope of activities Source: Annual Report 2002 Best in France Project, May 2003 – Majeure Management International

8. The restructuring: 2000 • 3 business units: Wholesale, Private Banking, Retail. • Rationalizing the back-office. • Downsizing: 450 people in France (of 2600 employees) • To better control the ROI of each unit • Rationalization brand-BU • Modernization of management tools. • Global outsourcing of IT to EDS • No real geographic strategic organization Best in France Project, May 2003 – Majeure Management International

9. Three global Strategic Business Units • Consumer & Commercial Clients (C&CC) • for individuals and small- to medium-sized enterprises requiring day-to-day banking. • approximately 15 million clients, mainly in the three “home” markets: the US Midwest, the Netherlands and Brazil. • also expanding in selected countries such as India, Hungary and Thailand. Best in France Project, May 2003 – Majeure Management International

10. Three global Strategic Business Units • Private Clients & Asset Management (PCAM) • for individuals and institutional investors. • a leading player in private banking • Private Clients ranks among the world's top 10, with EUR 96 billion in Assets under Administration. • Asset Management has a local presence in 30 countries and EUR 150 billion in Assets under Management. Best in France Project, May 2003 – Majeure Management International

11. Three global Strategic Business Units • Wholesale Clients (WCS) • for major international corporations and institutions. • One of the largest Europe-based wholesale banking business with around 10,000 clients, 20,000 staff and operations in over 40 countries. • With a global network, specialists in all major industry sectors and a broad range of products, ABN AMRO provides local and global expertise for complex cross-border deals. Best in France Project, May 2003 – Majeure Management International

12. ABN AMRO in France The development of the bank in France

13. ABN Amro France: Historical highlights • 1996: establishment of ABN Amro Rothschild JV • 1997: two acquisitions; of the Phénix bank and the Demachy bank • 1998: MFK changes into ABN Amro Securities France, the Phénix bank merges with NSM • 1999: NSM and the Demachy bank merge to become the NSMD bank • 2001: joint venture Finaref - ABN Amro bank • ABN first entered France in 1975 and established itself in 1977 by taking a majority share in NSM SA. This was part of ABN’s international development strategy. • 1980: merger of the Jordaan bank and NSM • 1988: acquisition of two listed companies: Massonaud-Fontenay and François Dufour-Kervern, which merge in 1992 to become MFK • 1994: acquisition of the OBC bank Best in France Project, May 2003 – Majeure Management International

14. ABN Amro in France: Structure ABN AMRO Group ABN AMRO France Private Banking Wholesale Banque OBC Banque NSMD Corporate Finance AA Capital France Best in France Project, May 2003 – Majeure Management International

15. ABN Amro in France: General Overview • 2600 employees (2.4 % of worldwide manpower), 2.5% of worldwide GDP, about €630m. • 3 business units: • Wholesale: Institutional customers and large corporate (3% of Wholesale worldwide revenues) • 'private clients & asset management‘: €20Bn Assets Under Management (15% to 20% in terms of Private Banking worldwide revenues) • Retail: Consumer and commercial customers (No significant presence in France) • In terms of breakdown of figures, the structure of the group in France is just the contrary of the structure worldwide Best in France Project, May 2003 – Majeure Management International

16. ABN Amro in France: range of activities • Asset Management • NSM Gestion • OBC Gestion • Life insurance • NSM Vie • NSM Pensions • Stock market activities • AA Securities France • AA Contrepartie France • AA Futures France • AA Fixed Income France • Investment banking • AA Capital France • AA Corporate Finance France • Joint-Venture ABN AMRO Rothschild • Other activities • Leasing: Lease Plan • IFN Finance Best in France Project, May 2003 – Majeure Management International

17. ABN Amro in France: organization • Each business unit has a country representative in France • All branches in France are autonomous, but any strategic decision must be approved by Amsterdam or London   • September 2001: New joint venture: Banque Finaref - ABN Amro • savings, stock and life insurance Best in France Project, May 2003 – Majeure Management International

18. ABN AMRO in France Difficulties, successes, and challenges

19. Strategy Analysis: Why France? • In 1975: no logical strategy in ABN ’s acquisition of NSM SA: • ABN was not in the business of Private Banking • No synergy between the two entities • Hope of doing a profitable investment • In 1988, clear strategy of AMRO: take advantage of the market’s deregulation to internationalize its activities in its core business: Investment banking. Best in France Project, May 2003 – Majeure Management International

20. Strategy Analysis: The French exception • During the 90’s, ABN-AMRO rapidly developed in France through different acquisitions. • Strangely, most of the acquisitions were done in the business of Private Banking. This strategy was at the opposite of the group’s world strategy of developing Retail Banking : Banco Real and Sudameris in Brazil, Lasalle in the USA. • Reasons were good opportunities in the Private Banking sector (OBC, Demachy) and impossibility to start from 0 in Retail Banking. Best in France Project, May 2003 – Majeure Management International

21. The Human Resources strategy • NSM presents strong local particularities • A strong corporate culture • A very unionised organisation • No real commercial approach towards new clients: “we are the best and clients come to us” • Banking crisis required a new approach to the business • The previous attitude is not sustainable in a market in crisis. • Need for transforming the French bank into an international bank using English as working language and cutting down on staff. Best in France Project, May 2003 – Majeure Management International

22. The Relationship Headquarters-Subsidiary • Difficult to build trust despite good relations • By nature, the Dutch adapt themselves very easily in foreign countries. In the French subsidiary, their integration was very discrete and they are appreciated for encouraging initiatives.. • Mistrust of the Dutch headquarters towards the independence of some French branches. • The French managers must develop their relations with the group’s top managers in order to gain their trust. Best in France Project, May 2003 – Majeure Management International

23. The current strategy in France • Will of the headquarters to apply a strict control on the French operations • Headquarters very demanding in terms of budget control and internal and external auditing. • This is especially true in Wholesale. Private Banking, by nature, stays a little bit out of control. • Use of a few expatriates either to manage operations or to keep an eye on them: • This strategy, for instance, is different from the one applied in the US where no Dutch people are implied. Best in France Project, May 2003 – Majeure Management International

24. The restructuring plan in France • Implementation in 2001 of the new organization in France: 3 main business units • A much better control of the French subsidiaries • Already visible effects: better management of information, quicker and more efficient reporting • Downsizing: 400 people out of 2600 = 16% of staff  negotiation with unions is hard! Best in France Project, May 2003 – Majeure Management International

25. Today’s challenges • Will the restructuring plan be a success in France ? • Fitting the new organization is a challenge: 400 people out of 2600 will have to leave this year… • Will the OBC bank merge with the NSM bank ? • Probably not: OBC’s ROI is one of the largest in the group, it is a very specific bank with a strong brand in the media business. • Will ABN Amro proceed to any acquisitions in France ? • Nothing planned for the time being, the main objective is to complete the restructuring plan! Best in France Project, May 2003 – Majeure Management International

26. Thank you for your attention ! Q & A ? Best in France Project, May 2003 – Majeure Management International