Euroshareholders has taken notice of the announcements of October 3rd and October 5th concerning the new rescue plan of Fortis.

Euroshareholders is disappointed with the outcome of this process which will destroy shareholder value and – in contrast to last week’s rescue plan - limits the upside for existing Fortis-shareholders. After being informed this morning through the analyst conference call, the remaining assets of Fortis will be worth approximately 8 to 9 billion euro, consisting of a 66% stake in a vehicle with 10,4 billion euro (fair value) in structured products and 100% of Fortis Insurance International.
With more than 2,5 billion shares outstanding this reduces the value of the Fortis share to around 3,3 euro per share.
 
This compares to share issues at:
- 15 euro (October 9th 2007)
- 10 euro (June 26th 2008)
and net equity per share of 12,45 euro on June 30th 2008.
 
Fortis-CEO Dierckx has said that his Dutch legal advisors have advised that shareholder approval for these transactions is not necessary because of ‘force majeure’.
Euroshareholders strongly disagrees with this legal opinion.

• The sale of Fortis Bank NL, Fortis Insurance NL, ABN Amro, Fortis Bank Belgium and Fortis Bank Luxembourg covers more than 95 percent of the company’s assets.
• Dutch law  (article 2: 107a) requires shareholder approval for major transactions, such as the sale of the company and transactions that are in access of one third of the assets. The transactions of October 3rd and October 5th (together and individually) significantly exceed this threshold.
• Fortis itself has – in the case of the intended sale of LaSalle by ABN Amro in April 2007– stated that this transaction fell under 107a and required shareholder approval.
• Fortis itself has – at the occasion of the acquisition of its part of ABN Amro (24 billion euro) – held an EGM to receive shareholder approval.

Euroshareholders thinks it is an outrage that management – at a time where more than 80 percent of the value of Fortis has disappeared and shareholders of Fortis have been consistently misinformed – is not willing to live up to its legal obligations to shareholders and is not willing to inform shareholders in a proper way.
 
On top of this issue several questions remain:

• How can the steep drop in the equity position of the company – from over 30 billion euro published on August 6th 2008 – and the remaining 8 to 9 billion be explained?
• Who is going to be held accountable for the financial problems, the dismantling of Fortis Group and the destruction of shareholder value?
• Has Fortis management informed shareholders properly over the past year?
• What changes will be made to Fortis governance, now the operation financial subsidiaries are – with exception of Insurance International – all sold?

Euroshareholders will work closely with the national organisations of Belgium, The Netherlands and Luxembourg, on this issue. Legal actions are not excluded.

Euroshareholders