The objective of Stichting Continuïteit Fortis (the ‘Stichting’) is to ensure continuity so that the interests of Fortis and its stakeholders are safeguarded as fully as possible.

In this context, the General Meeting of Shareholders of Fortis N.V. in 2001 granted the Stichting an indefinite option to acquire (cumulative) preference shares in Fortis N.V. the number of which should not exceed the number of ordinary (twinned) shares issued at the time of exercising the option. A call option agreement was signed by Fortis N.V. and the Stichting on 17 December 2001, also for an indefinite period, in accordance with the terms and conditions of the option granted by the General Meeting of Shareholders of Fortis N.V.

The articles of association of Fortis N.V. authorise the issuance with a nominal value of EUR 0.42 of a maximum number of 1,820,000,000 preference shares. No preference shares have been issued to date.

According to the Stichting’ articles of association, it is empowered to request the issue of (cumulative) preference shares in Fortis N.V. if necessary to ensure the continuity and independence of Fortis, for example in the event of a hostile takeover bid or any other event that threatens the continuity and independence of the group. As laid down in the call option agreement, the Stichting has to exercise the voting rights attached to the issued preference shares independently of Fortis and with the aim of preserving the same interests. The call option agreement does not set additional requirements or criteria for the exercise of the call option and/or the voting rights.

The preference shares, if issued, carry the same voting rights as the ordinary shares and have priority over twinned shares with regard to dividend distribution and in the case of the liquidation of the company.

If preference shares are issued by Fortis N.V., a General Meeting of Shareholders will be convened at least every two years to consider whether to cancel or repurchase those shares.

The Board of Stichting Continuïteit Fortis consists of six members, four of whom are independent and two of whom are appointed from among the non-executive members of the Fortis Board of Directors. All Board members are appointed by the Boards of Directors of Fortis N.V. and Fortis SA/NV. The independent Board members in the year under review were Mick den Boogert, Dick Bouma, René Mannekens and Paul Buysse. The Board members who were also Directors of Fortis are Baron Piet Van Waeyenberge, Jan Slechte (until 23 May 2007, date of his retirement from the Fortis Board) and Jan-Michiel Hessels (as from 20 September 2007, date of his appointment by the Fortis Board).

Baron Piet Van Waeyenberge will have to resign as a member of the Board of the Stichting Continuïteit Fortis as of 29 April, 2008 as he will retire from the Fortis Board of Directors with effect from that same date upon reaching the age limit set for directorship. In such an event, the articles of association of the Stichting Continuïteit Fortis require the resignation of Board members appointed from among the non-executive members of the Fortis Board of Directors. The Fortis Board of Directors decided on 6 March 2008, to appoint Baron Philippe Bodson as successor to Baron Van Waeyenberge as a member of the Board of the Stichting Continuïteit Fortis with effect from 29 April 2008.

Utrecht, 6 March 2008