ABN AMRO Holding N.V. (ABN AMRO), incorporated on May 30, 1990, which owns all of the shares of ABN AMRO Bank N.V. (the Bank), is an international banking group offering a range of banking products and financial services on a global basis through its network of 3,557 offices and branches in 58 countries and territories. Of these offices and branches, 448 were in North America, 2,157 were in South America and the Caribbean, 142 were in Europe, 44 were in the Middle East and Africa, and 111 were in the Asia/Pacific region. The Company's client-focused business units are Consumer & Commercial Clients, Wholesale Clients, Private Equity, Private Clients, Asset Management and Transaction Banking Group. In addition, it has two internal business units: Group Services and Group Functions. On January 2, 2006 the Company increased its interest in Banca Antoniana Popolare Veneta (Banca Antonveneta) from 29.9% to 55.8%. As of March 16, 2006, ABN AMRO's interest in Banca Antonveneta amounted to 76% of its outstanding share capital. In July 2005, the sale of private bank Nachenius, Tjeenk & Co. (Nachenius Tjeenk) to BNP Paribas was completed. In April 2005, ABN AMRO completed the acquisition of the Belgian private bank, Bank Corluy. Total assets under management of this company were over ?1.5 billion. In April 2005, the Company exercised its right to acquire the cumulative preference shares of ABN AMRO Bouwfonds Nederlandse Gemeenten N.V. (Bouwfonds) in order to obtain full legal control, in addition to the 100% economic interest it acquired in 2000. During the year ended December 31, 2005, in Brazil, the Company effected the sale of 100% of property and casualty insurer Real Seguros S.A. and 50% of life insurance and pension company Real Vida e Previdencia S.A., in both cases to Tokio Marine & Nichido Fire Insurance Co., Ltd. (TMNF), with which the Company entered into an bancassurance partnership in Brazil. From January 1, 2006, ABN AMRO replaced its previous strategic business unit-based structure with a new structure. This new structure comprises seven client business units, three product business units, two cross-business unit segments, Services, and Group Functions. The seven Client Business Units consist of five regional business units (Netherlands, Europe, North America, Latin America and Asia) serving approximately 20 million consumer clients and small to larger businesses worldwide, and two global business units, Private Clients and Global Clients, serving clients with global needs. The Private Clients business unit provides private banking services to wealthy individuals and families. The Global Clients business unit serves approximately 550 multinational clients. The three product business units (Global Markets, Transaction Banking and Asset Management) support the Client Business Units by developing and delivering products for all of the Company's clients globally with a primary focus on the mid-market segment. In addition, the Company reports Private Equity separately. The business units are bound together on a global basis through a cross-business unit, Consumer Client segment, and a cross-business unit, Commercial Client segment. Services maintains its focus on identifying and exploiting potential for higher operational efficiency through further consolidation and standardization across all of the Company's operations. Group Functions comprise centers of expertise delivering value-added support and services across the Company in areas, including, among others, risk, finance, audit, legal, compliance, human resources, communications, investor relations and corporate development. Consumer & Commercial Clients Consumer & Commercial Clients serves almost 20 million consumer clients, small to medium-sized enterprises and corporate clients, especially in the mass affluent consumer and mid-sized commercial segments. It operates principally in the Netherlands, the Midwestern United States and Brazil. Consumer & Commercial Clients also includes the Company's consumer and commercial banking ac

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