Bond BNP Paribas SA 3.03% ( BE0933899800 ) in EUR

Issuer BNP Paribas SA
Market price refresh price now   89.99 %  ▲ 
Country  Belgium
ISIN code  BE0933899800 ( in EUR )
Interest rate 3.03% per year ( payment 4 times a year)
Maturity Perpetual



Prospectus brochure of the bond BNP Paribas BE0933899800 en EUR 3.03%, maturity Perpetual


Minimal amount 250 000 EUR
Total amount 3 000 000 000 EUR
Next Coupon 19/06/2025 ( In 27 days )
Detailed description BNP Paribas is a leading international banking group providing a wide range of financial services including retail banking, investment banking, asset management, and corporate and institutional banking to individuals, businesses, and governments worldwide.

The Bond issued by BNP Paribas SA ( Belgium ) , in EUR, with the ISIN code BE0933899800, pays a coupon of 3.03% per year.
The coupons are paid 4 times per year and the Bond maturity is Perpetual







PROSPECTUS
Fortis Bank nv-sa
(a company with limited liability (naamloze vennootschap/société anonyme) and a bank
incorporated under the laws of Belgium)
Fortis N.V.
Fortis SA/NV
(incorporated with limited liability under the
(incorporated with limited liability under the
laws of The Netherlands)
laws of Belgium)
A3,000,000,000
Convertible And Subordinated Hybrid
Equity-linked Securities ("CASHES")
(par value of E250,000 each)
ISSUE PRICE 100%
The undated CASHES will be duly authorized and issued securities of Fortis Bank nv-sa ("Fortis Bank"), who, with Fortis N.V. and Fortis
SA/NV (together the "Parent Companies"), shall be the "Co-obligors". The CASHES shall be issued in dematerialized book-entry form and
shall constitute direct, secured and subordinated obligations of the Co-obligors and shall have no stated maturity.
Coupons on the CASHES will be payable quarterly in arrears on March 19, June 19, September 19 and December 19 of each year,
commencing on March 19, 2008, at a variable rate per annum on their outstanding principal amount equal to 3-month EURIBOR plus 2.0%,
calculated on an actual/actual ICMA basis.
At any time from 40 days after the date of issuance, the CASHES may be exchanged at the option of the holder for units issued by Fortis
N.V. and Fortis SA/NV, each unit comprised of one ordinary share in the capital of Fortis N.V. twinned with one ordinary share in the capital of
Fortis SA/NV, or any successor ordinary share capital issued by either ("Fortis Shares"). The CASHES shall be exchangeable at an exchange
ratio of 10,442.77 Fortis Shares per A250,000 principal amount of CASHES, subject to adjustment on the occurrence of certain events. In
addition, all outstanding CASHES shall be automatically exchanged for Fortis Shares, if, at any time after the seventh anniversary of the issue
date, the Volume Weighted Average Price of the Fortis Shares for 20 consecutive Stock Exchange Business Days equals or exceeds the Automatic
Exchange Price Level.
The sole recourse of the holders of CASHES against any of the Co-obligors with respect to the principal amount of the CASHES shall be to the
125,313,283 Fortis Shares that are pledged by Fortis Bank in favor of such holders as further described in this Prospectus. These Fortis Shares are
referred to as the Underlying Shares and are also the only Fortis Shares available to secure the exchange rights under the CASHES.
Fortis Shares have a dual primary listing on Eurolist by Euronext Amsterdam N.V. ("Euronext Amsterdam") and on the regulated market
of Euronext Brussels SA/NV ("Euronext Brussels"). The Fortis Shares are also listed on the regulated market of the Luxembourg Stock
Exchange and Fortis has a sponsored over-the-counter ADR program in the United States.
In the event that dividends are not to be paid on the Fortis Shares, or that the dividends to be declared on the Fortis Shares are below a
certain threshold with respect to any financial year, and in certain other circumstances, payments on coupons will be made only in accordance
with the Alternative Coupon Satisfaction Method, as further described in this Prospectus.
The CASHES are not redeemable at the option of the Co-obligors at any time, and neither any of the Co-obligors nor any of their respective
subsidiaries may acquire any of the CASHES, other than in connection with dealing in securities in the ordinary course of business.
All coupon obligations of each of the Co-obligors under the CASHES will be deeply subordinated obligations ranking behind the claims of
holders of all other liabilities of such Co-obligor, except any indebtedness or obligation that, expressly or by applicable law, is pari passu with or
subordinated to the CASHES, and except any ordinary shares of Fortis Bank and the Fortis Shares.
Application has been made to list the CASHES on the Luxembourg Stock Exchange for trading on the Euro MTF market of the Luxembourg
Stock Exchange (the "Euro MTF").
The Managers (as defined herein) will purchase all of the CASHES offered hereby, if they purchase any of them.
The Managers expect the CASHES will be delivered on or about December 19, 2007
Investing in the CASHES involves certain risks. See "Risk Factors" beginning on page 34.
The CASHES and the Fortis Shares or other securities deliverable upon exchange of the CASHES have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws and may not be offered or sold in
the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act), unless registered
under the Securities Act or an exemption from the requirements of the Securities Act is available. The CASHES are being offered and sold in
offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The Fortis Shares to be delivered upon
exchange of the CASHES may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons, except pursuant
to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
This Prospectus may only be used for the purposes for which it has been published.
Joint Global Co-ordinator and
Joint Global Co-ordinator and
Joint Global Co-ordinator and
Joint Bookrunner
Joint Bookrunner
Co-Bookrunner
Merrill Lynch International
JPMorgan
Fortis Bank
Co-Lead Managers
Fox-Pitt Kelton Cochran Caronia Waller
Santander Investment
December 14, 2007




TABLE OF CONTENTS
Page
Forward-Looking Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vi
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Description of the CASHES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
47
Description of the Pledge Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
Description of Fortis Capital Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Information About the Acquisition of ABN AMRO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
85
Fortis Bank and Fortis Bank Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
Capitalization of Fortis Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108
Selected Financial and Statistical Data of Fortis Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
Operating and Financial Review and Prospects . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
114
Selected Statistical Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
218
Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
232
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
246
Supervision and Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
281
Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
292
Employee Stock and Option Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
304
Shareholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
308
Certain Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
309
Subscription and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
316
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
317
Independent Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
317
General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
317
General Listing Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
318
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
320
Each of Fortis Bank, Fortis N.V. and Fortis SA/NV, having made all reasonable inquiries and having
taken all reasonable care to ensure that such is the case, confirms that this Prospectus contains all information
with regard to each of them and the CASHES that is material in the context of the issue and offering of the
CASHES, that the information contained in this document is true and accurate in all material respects and is
not misleading, that the opinions and intentions expressed herein are honestly held and that there are no other
facts, the omission of which would make this document or any of such information or the expression of any
such opinions or intentions materially misleading. Each of Fortis Bank, Fortis N.V. and Fortis SA/NV accepts
responsibility for the information contained in this document.
We are offering to sell, and are seeking offers to buy, the CASHES only in jurisdictions where
offers and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, the CASHES offered by this Prospectus by any person in any jurisdiction in which it is
unlawful for such person to make such an offer or solicitation. Neither the delivery of this Prospectus
nor any sale made under it implies that there has been no change in our affairs or that the information
in this Prospectus is correct as of any date after the date of this Prospectus.
We and Merrill Lynch International ("Merrill Lynch"), J.P. Morgan Securities Ltd. ("JPMorgan") and
Fortis Bank (Nederland) N.V. and the other Managers named on the cover of this Prospectus (the "Managers")
reserve the right to reject any offer to purchase for any reason, or to sell less than all of the CASHES offered
by this Prospectus.
The CASHES described herein have not been and will not be registered under the Securities Act or
under any State securities laws and may not be offered or sold in the United States or to, or for the
i


account or benefit of US Persons, unless registered under the Securities Act or an exemption from the
registration requirements is available. This Prospectus has not been recommended or approved by the
United States Securities and Exchange Commission (the "SEC") or any other regulatory authority and
neither the SEC nor any other regulatory authority has passed upon the accuracy or adequacy of this
Prospectus. Any representation to the contrary is a criminal offense.
In connection with the issue of the Securities, Merrill Lynch International (the "Stabilizing Manager")
(or persons acting on behalf of the Stabilizing Manager) may over-allot Securities (provided that the aggregate
principal amount of CASHES allotted does not exceed 105%. of the aggregate principal amount of the
CASHES) or effect transactions with a view to supporting the market price of the CASHES at a level higher
than that which might otherwise prevail. However, there is no assurance that the Stabilizing Manager (or
persons acting on behalf of the Stabilizing Manager) will undertake stabilization action. Any stabilization
action may begin on or after the date on which adequate public disclosure of the terms of the offer of the
CASHES is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days
after the issue date of the CASHES and 60 days after the date of the allotment of the CASHES.
You must (1) comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this Prospectus and the purchase, offer or sale of the CASHES and
(2) obtain any consent, approval or permission required to be obtained by you for the purchase, offer or sale
by you of the CASHES under the laws and regulations applicable to you in force in any jurisdiction to which
you are subject or in which you make such purchases, offers or sales, and neither we nor the Managers shall
have any responsibility therefor.
We have prepared this Prospectus and we are solely responsible for its contents. You may contact us at
any time if you need additional information. By purchasing CASHES, you acknowledge that:
·
you have not relied on the Managers or any person affiliated with the Managers in connection with
your investigation of the accuracy of the information set forth in this Prospectus or your investment
decision; and
·
no person has been authorized to give any information or to make any representation concerning us or
the CASHES, other than as contained in this Prospectus and, if given or made, any such other
information or representation should not be relied upon as having been authorized by us or the
Managers.
Neither the Managers nor the Indenture Trustee and its agents are making any representation or warranty,
express or implied, as to the accuracy or completeness of the information contained in this Prospectus. You
should not rely upon the information set forth in this Prospectus, as a promise or representation, whether as to
the past or the future.
See "Risk Factors" for a description of some important factors relating to an investment in the Securities
offered by this Prospectus. None of us, the Managers or any of our respective representatives is making any
representation to you regarding the legality of an investment by you under appropriate investment or similar
laws. You should consult with your own advisers as to legal, tax, business, financial and related aspects of a
purchase of the CASHES.
Presentation of Financial Information
Fortis is not a legal entity but collectively refers to Fortis SA/NV and Fortis N.V. and the group of
companies owned and/or controlled by Fortis SA/NV and Fortis N.V. In this Prospectus, "Fortis Group" and
"Fortis" refer to Fortis SA/NV, Fortis N.V. and the group of companies owned and/or controlled by Fortis
SA/NV and Fortis N.V., including Fortis Bank.
In this Prospectus, references to "we", "us" or "our" refer to the Fortis Group and references to the
"Parent Companies" mean Fortis SA/NV and Fortis N.V. and their respective successors and not any of their
respective subsidiaries.
Consolidated Financial Statements
Fortis published its full-year 2005 and 2006 results, including comparative numbers for 2004, (the
"Consolidated Financial Statements"), in accordance with International Financial Reporting Standards
including International Accounting Standards and Interpretations and as adopted by the European Union
("IFRS"). For IAS 39, Financial Instruments: Recognition and Measurement this takes into account the
amendments regarding the fair value option as published on June 16, 2005 by the International Accounting
ii


Standards Board ("IASB") and as adopted by the European Union on November 15, 2005, as well as the
exclusion regarding hedge accounting (the so-called 'carve-out') decided by the European Union on
November 19, 2004.
The Fortis consolidated financial statements for the year ended December 31, 2004 were prepared in
accordance with the applicable legal and regulatory requirements in Belgium. Fortis has restated the
consolidated financial statements for comparative reasons to comply with IFRS.
Fortis publishes its financial statements in euros. References to "E", "euro", "EUR" and "Euro" are to
the euro, the single unified currency that was introduced in Belgium and The Netherlands and nine other
member states of the European Union on January 1, 1999.
Fortis Bank nv-sa Financial Statements
Fortis Bank (and, together with its consolidated subsidiaries, "Fortis Bank Group") prior to January 1,
2006, prepared its consolidated financial statements in accordance with generally accepted accounting
principles in Belgium ("Belgian GAAP"). Beginning with the financial year ending December 31, 2006, the
consolidated financial statements of Fortis Bank Group have been prepared, for the first time, in accordance
with International Financial Reporting Standards as adopted by the European Union ("IFRS"). Such financial
statements include comparative financial statements for the year ended December 31, 2005.
Information Regarding ABN AMRO Holding N.V. ("ABN AMRO")
The information about ABN AMRO presented in this Prospectus in the sections "Risk Factors -- Risks
related to ABN AMRO and the ABN AMRO Businesses" and under the captions "Information About the ABN
AMRO Acquisition -- The ABN AMRO Businesses", -- "Business rationale of the ABN AMRO
Acquisition", -- Overview of the integration process" and "-- Financial information relating to the acquisition
of the ABN AMRO Businesses", including all ABN AMRO financial information on the pages and in the
Sections referred to, is derived from publicly available information (essentially (i) the ABN AMRO Form 20-F
as referred to herein in the section "Risk Factors -- Risks related to ABN AMRO and the ABN Businesses" and
(ii) the Current Reports on Form 6-K as referred to on page 42, both filed with or furnished to the
U.S. Securities and Exchange Commission (the "SEC") and available on the SEC website at www.sec.gov,
and (iii) the ABN AMRO annual reports 2005 and 2006 as well as (iv) the ABN AMRO six-month 2007
results, both available on the ABN AMRO website at www.abnamro.nl. ABN AMRO has not published interim
financial statements for the nine months ended September 30, 2007. The information derived from such reports
has been accurately reproduced. Although the Consortium Banks (as defined herein) have declared their offer
for ABN AMRO to be unconditional and now acquired 98.8% of the ABN AMRO Shares, the members of the
Consortium, including Fortis, have only recently gained limited access to additional ABN AMRO information.
As access remains limited, the information included herein remains based on the information derived from the
publicly available sources as described above. Based on the limited information Fortis has received to date,
Fortis has no knowledge that would indicate that any statements contained in this Prospectus based upon
information contained in such reports are inaccurate, incomplete or untrue. Fortis was not involved in the
preparation of such reports and, therefore, cannot verify the accuracy, completeness or truth of the information
obtained from such reports or any failure by ABN AMRO to disclose events that may have occurred, but that
are unknown to Fortis, that may affect the significance or accuracy of the information contained in such
reports. Fortis is not aware, as far as it has been able to ascertain from information published by ABN AMRO
in such reports or through the limited additional information that has been received to date, that any facts have
been omitted which would render the reproduced information inaccurate or misleading. Such reports are not to
be considered part of this Prospectus and are not incorporated by reference herein.
In addition, given that ABN AMRO does not disclose detailed financial information regarding the ABN
AMRO Businesses (as defined below) to be acquired by Fortis and has provided Fortis only with limited
access to ABN AMRO's accounting records, Fortis does not have the information necessary to verify certain
adjustments and assumptions independently, and therefore was not able to verify such adjustments and
assumptions, with respect to ABN AMRO's financial information in preparing the pro forma and combined
financial information and synergy and cost saving information presented in this Prospectus. In particular,
certain financial and other information with respect to the ABN AMRO Business Unit Netherlands in this
Prospectus includes estimates based on ABN AMRO's 2005 publicly reported information as ABN AMRO did
not report separate information at the same level of detail for this Business Unit in 2006. Any financial
information regarding ABN AMRO that may be detrimental to Fortis (including information relating to the
ABN AMRO Businesses Fortis is acquiring upon completion of the transaction) and that has not been publicly
iii


disclosed by ABN AMRO, or misapprehensions in Fortis' estimates due to limited access to ABN AMRO,
may have an adverse effect on the benefits Fortis expects to achieve in the transaction as well as result in
material inaccuracies in the illustrative financial information and synergy and cost saving information included
in this Prospectus. Fortis may be subject to liabilities of ABN AMRO of which it is currently not aware. These
liabilities may have an adverse effect on Fortis' profitability, results of operations and financial position.
FORWARD-LOOKING INFORMATION
There are statements in this Prospectus, such as statements that include the words or phrases "will likely
result", "are expected to", "will continue", "is anticipated", "estimate", "project", or similar expressions, that
are "forward-looking statements". These statements are subject to certain risks and uncertainties. Actual results
may differ materially from those suggested by these statements due to risks or uncertainties associated with
Fortis' expectations with respect to, among others, its market risk evaluations or potential acquisitions,
potential cost and revenue synergies associated with acquisitions, or with respect to expansion and premium
growth and investment income or cash flow projections and, more generally, to general economic conditions,
including changes in interest rates and the performance of the financial markets, changes in domestic and
foreign laws, regulations and taxes, changes in competition and pricing environments, regional or general
changes in asset valuations, the occurrence of significant natural disasters, the inability to reinsure certain risks
economically, the adequacy of technical provisions, as well as general market conditions, competition, pricing
and restructurings, uncertainties over the acquisition of the ABN AMRO Businesses (the "ABN AMRO
Acquisition") and the integration of those ABN AMRO Businesses into Fortis and the costs and liabilities
related to such an acquisition. See "Risk Factors" for further discussion of risks and uncertainties that could
impact the Fortis Group's business.
These forward-looking statements are not guarantees of future performance. Rather, they are based on
current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of
which are outside the control of Fortis and are difficult to predict, that may cause actual results or
developments to differ materially from any future results or developments expressed or implied from the
forward-looking statements. Factors that could cause actual results to differ materially from those contemplated
by the forward-looking statements include, among other factors:
·
costs (including taxes) or difficulties related to the integration of acquisitions, including the acquisition
of ABN AMRO and the ABN AMRO Businesses, may be greater than expected;
·
the risk of unexpected consequences resulting from acquisitions, including the acquisition of ABN
AMRO and the ABN AMRO Businesses;
·
our ability to achieve revenue synergies and cost savings from the integration of the ABN AMRO
Businesses and related assets;
·
any change-of-control provisions in ABN AMRO's agreements that might be triggered by the
transactions described in this Prospectus;
·
the potential exposure of Fortis and ABN AMRO to various types of market risks, such as interest rate
risk, foreign exchange rate risk and commodity and equity price risk. Such statements are subject to
risks and uncertainties. For example, certain of the market risk disclosures are dependent on choices
about key model characteristics and assumptions and are subject to various limitations. By their
nature, certain of the market risk disclosures are only estimates and, as a result, actual future gains
and losses could differ materially from those that have been estimated;
·
general economic conditions in the European Union, in particular in Belgium and The Netherlands,
and in other countries in which we or ABN AMRO have significant business activities or investments,
including the United States;
·
the monetary and interest rate policies of central banks, in particular the Dutch Central Bank, the
European Central Bank, the Board of Governors of the U.S. Federal Reserve System, the Bank of
England, and other G-7 central banks;
·
changes or volatility in interest rates, foreign exchange rates (including the sterling/U.S. dollar and
Euro/U.S. dollar rates), asset prices, equity markets, commodity prices, inflation or deflation;
·
the effects of competition and consolidation in the markets in which we or ABN AMRO operate,
which may be influenced by regulation, deregulation or enforcement policies;
iv


·
tax consequences of restructuring;
·
changes in consumer spending and savings habits, including changes in government policies which
may influence investment decisions;
·
changes in applicable laws, regulations and taxes in jurisdictions in which we and ABN AMRO
operate, including the laws and regulations governing the structure of the transactions described in this
Prospectus, as well as actions or decisions by courts and regulators;
·
natural and other disasters;
·
the inability of Fortis or ABN AMRO to hedge certain risks economically;
·
the adequacy of our or ABN AMRO's impairment provisions and loss reserves;
·
technological changes; and
·
the success of Fortis and/or ABN AMRO in managing the risks involved in the foregoing.
We caution that these statements are further qualified by the risk factors disclosed in this Prospectus that
could cause actual results to differ materially from those in the forward-looking statements. See "Risk Factors"
beginning on page 34. Without prejudice to our obligations under Belgian law in relation to disclosure and
ongoing information, we undertake no obligation to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
The statements relating to the revenue synergies, costs savings and business growth opportunities Fortis
expects to achieve following the transactions are based on assumptions. However, these expected revenue
synergies, cost savings and business growth opportunities may not be achieved. There can be no assurance that
we will be able to implement successfully the strategic and operational initiatives that are intended.
The prospective financial information included in this Prospectus, in the summary and in the "Information
About the ABN AMRO Acquisition -- Combination with the ABN AMRO Businesses", "-- Business rationale of
the ABN AMRO Acquisition" and "-- Overview of the integration process" sections below has been prepared
by, and is the responsibility of, Fortis' management. PricewaterhouseCoopers Reviseurs d'Entreprises SCCRL
and KPMG Accountants N.V. have neither examined nor compiled the prospective financial information and,
accordingly, PricewaterhouseCoopers Reviseurs d'Entreprises SCCRL and KPMG Accountants N.V. do not
express an opinion or any other form of assurance with respect thereto. The auditors' reports incorporated by
reference in this Prospectus relate to the Fortis' historical financial information. They do not extend to the
prospective financial information and should not be read to do so.
This prospective financial information was not prepared with a view to complying with published
guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants
for preparation and presentation of prospective financial information.
Some figures in this Prospectus may not sum due to rounding. Some percentages in this Prospectus have
been calculated using unrounded figures.
Parts of this Prospectus contain information regarding European Embedded Value ("EEV"), Annual
Premium Equivalent ("APE"), Value Added by New Business ("VANB"), Present Value of New Businesses
Premiums ("PVNBP") and other banking- and insurance- specific measures and other financial information
that are sometimes used by investors to evaluate the performance of companies in the banking and insurance
sectors. The financial information included in this Prospectus is not intended to comply with SEC or other
specific reporting requirements. Compliance with such requirements would require the modification or
exclusion of some of these financial measures. EEV, APE, VANB, PVNBP and such other financial
information included herein are industry measures and investors should not consider such items as alternatives
to the applicable GAAP measures.
These alternative financial measures are explained in detail in this Prospectus and investors should review
such explanations to understand fully how they have been prepared. In particular, an investor should not
consider EEV, APE, VANB, PVNBP or such other financial information as measures of the Fortis Group's
financial performance or liquidity under IFRS or U.S. GAAP or as an alternative to profit for the period,
operating profit or any other performance measures derived in accordance with IFRS or U.S. GAAP.
v


INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents which have previously been published and have been filed with the
Luxembourg Stock Exchange shall be incorporated in, and form part of, this Prospectus:
Financial Statements of Fortis for the Financial Years ended December 31, 2006, 2005 and 2004
(a) the audited Consolidated Financial Statements of Fortis prepared in accordance with IFRS for the
financial years ended December 31, 2006 and 2005 (the "2006 Consolidated Financial Statements")
(including the 2006 statutory auditors' report).
(b) the audited Consolidated Financial Statements of Fortis prepared in accordance with IFRS for the
financial years ended December 31, 2005 and 2004 (including the 2005 statutory auditors' report).
(c) the consolidated financial statements of Fortis prepared in accordance with the applicable legal and
regulatory requirements in Belgium for the financial year ended December 31, 2004 (including the 2004
statutory auditors' report).
Financial Statements of Fortis for the Nine Months ended September 30, 2007 and 2006
(a) the unaudited Consolidated Interim Financial Statements of Fortis prepared in accordance with IFRS
for the nine-months ended September 30, 2007 and 2006.
Financial Statements of Fortis Bank for the Financial Years ended December 31, 2006 and 2005
(a) the audited consolidated financial statements of Fortis Bank prepared in accordance with IFRS for the
financial years ended December 31, 2006 and 2005 (including the statutory auditors' report with respect
thereto).
Any other information not listed above but contained in such documents is incorporated by reference for
information purposes only.
Copies of the documents incorporated by reference in this Prospectus can be obtained from the principal
executive offices of each Parent Company (Fortis SA/NV, Rue Royale 20, 1000 Brussels, Belgium; Fortis
N.V., Archimedeslaan 6, 3584 BA Utrecht, The Netherlands), from the offices of Fortis Bank at Montagne du
Parc 3, 1000 Brussels, Belgium, from Fortis's website at www.fortis.com/Shareholders/annualreports.asp and
from the specified office of the paying agent for the time being in Luxembourg.
This Prospectus and the documents incorporated by reference will be available for viewing at
www.bourse.lu upon approval of this Prospectus by the Luxembourg Stock Exchange. Fortis can be contacted
by telephone on +31(0) 30 226 6222.
vi


SUMMARY
This summary highlights information contained elsewhere in this Prospectus. This summary is not
complete and does not contain all of the information that may be important to you. You should read the entire
Prospectus, including all of the financial statements and related notes, before making an investment decision.
A glossary of selected insurance and banking terms used in this summary and elsewhere in this Prospectus
can be found in this Prospectus under "Glossary".
Issuer and Co-obligor
Fortis Bank is a company incorporated with limited liability (naamloze vennootschap/société anonyme)
and a bank incorporated under the laws of Belgium and is registered with the register of legal entities under
enterprise number 0403.199.702. Fortis Bank's registered office is at Montagne du Parc 3, 1000 Brussels,
Belgium and its telephone number is +32(0)2 565 1111.
Co-obligors
Fortis N.V.
Fortis N.V. is a public company with limited liability incorporated under the laws of The Netherlands,
with its registered office at Archimedeslaan 6, 3584 BA Utrecht, The Netherlands, and registered with the
Trade Register at the Chamber of Commerce of Utrecht under number 30072145.
Fortis SA/NV
Fortis SA/NV is a public company with limited liability incorporated under the laws of Belgium, with its
registered office at Rue Royale 20, 1000 Brussels, Belgium, and registered with the register of legal entities
under enterprise number 0451.406.524.
Fortis Bank and Fortis Bank Group
Fortis Bank Group delivers a comprehensive package of financial products and services through its own
distribution channels and via intermediaries and other partners.
Fortis Bank is one of the 20 largest banks in Europe based on assets as of December 31, 2006. Fortis
Bank Group offers a wide range of retail banking, commercial banking, corporate banking, private banking,
investment banking and asset management services in the Benelux countries. Fortis Bank Group offers a more
selective range of financial products in other European countries and in certain Asia/Pacific and African
countries as well as in the United States.
Fortis Bank Group's home market is the Benelux, one of Europe's wealthiest regions, where it occupies a
leading position in each of its principal business segments. Fortis Bank Group's retail banking operations are a
market leader in the Benelux region and, building on that leadership, Fortis Bank Group has developed an
integrated, European-wide network to serve its international client base. It uses the same expertise it has
developed in its home market to provide high net worth individuals, enterprises and entrepreneurs with
advanced financial services tailored to their specific needs.
Fortis Bank Group also operates successfully worldwide in selected activities, such as fund administration,
trade finance, shipping finance, export and project finance and global markets.
As of January 1, 2007 Fortis reorganized its banking business, integrating its three banking business lines
into two business units; Retail Banking and Merchant & Private Banking (which combined the Merchant
Banking and Commercial & Private Banking business lines into a single business unit).
As a result of these organizational changes (effective as of January 1, 2007) Fortis Bank Group is
principally organized along the following business lines:
·
Retail Banking:
provides financial services to individuals, professionals and small businesses.
· Merchant & Private Banking:
offers tailored financial products and skill-oriented services to large
international companies and institutions, Europe-oriented medium-sized enterprises and entrepreneurs,
and private banking clients.
Fortis Bank Group's third-party asset management activities are part of Fortis Bank's Retail Banking
business. Fortis Bank Group believes its Benelux asset management operations are number two in the Benelux
based on assets under management at December 31, 2006.
1


At June 30, 2007, Fortis Bank Group had consolidated assets of EUR 814,851 million. Net profit
attributable to shareholders for the six months ended June 30, 2007 of the Fortis Bank Group was
EUR 2,066 million, with total net interest income of EUR 2,655 million.
Fortis Group
Fortis N.V. and Fortis SA/NV are the parent companies of the Fortis Group. Fortis Group was created in
1990 when the activities of AG Group (the predecessor of Fortis SA/ NV), a large Belgian insurer and
AMEV/VSB (the predecessor of Fortis N.V.) combined their respective operations. AMEV, a large Dutch
insurer, and VSB, a medium-sized Dutch savings bank, merged earlier that year. The Parent Companies have
remained separate legal entities. Since the merger, the operating businesses of Fortis have been managed
together.
The Fortis Share, which was created after a unification process which was completed in December 2001,
represents the twinned shares of Fortis SA/NV and Fortis N.V. The Fortis Share is listed on the Eurolist of
Euronext Brussels and the Eurolist of Euronext Amsterdam. Fortis also has a secondary listing on the EU
Regulated Market of the Luxembourg Stock Exchange and a sponsored over-the-counter ADR program in the
United States.
As part of the unification process, Fortis implemented a number of mergers and other legal steps. The
operating companies of the Fortis Group are owned by Fortis Bank SA/NV (principally banking and asset
management) and Fortis Insurance N.V. (principally insurance). Fortis's banking operations, which include its
asset management operations, and Fortis's insurance operations contributed approximately 72% and 33%,
respectively, to net profit for 2006. The general segment (which consists of group treasury and finance and
other holding activities) reduced net operating profit by approximately 5% in 2006.
The diagram below summarizes the legal structure of Fortis as of September 30, 2007 and shows Fortis
Bank's place in the legal structure.
SHAREHOLDERS
Fortis SA/NV
Fortis N.V.
50%
50%
50%
50%
Fortis Brussels
Fortis Utrecht
(Belgium)
(The Netherlands)
Fortis Bank SA/NV
Fortis Insurance N.V.
(Belgium)
(The Netherlands)
Fortis
Fortis
Fortis
Fortis
Fortis
Fortis Bank
Investment
Banque
Insurance
Insurance
Insurance
Nederland
Management
Luxembourg
Netherlands
Belgium
International
(Holding) N.V.
SA/NV
S.A.
N.V.
SA/NV
N.V.
Overview
Fortis is an international provider of banking and insurance products and services to personal, business
and institutional customers through its own distribution channels and via intermediaries and other partners.
In its home market, the Benelux countries, Fortis occupies a leading position in each of its principal
business segments, banking and insurance. Fortis's retail banking operations are a market leader in the Benelux
region -- one of Europe's wealthiest regions. Building on that leadership, Fortis has developed an integrated,
European-wide network to serve its international client base. The same expertize it has developed in its home
market is used to provide high net worth individuals, enterprises and entrepreneurs with advanced financial
services tailored to their specific needs. Fortis also operates worldwide in selected activities, such as fund
administration, trade finance, shipping finance, export and project finance and global markets.
2


Document Outline