BRUSSELS, Belgium (AP) -- Fortis NV shareholders present in Brussels approved by a large margin Monday both the company's participation in a consortium bidding euro70.6 billion (US$96.8 billion) for ABN Amro Holding NV and a major share issue needed to finance its part of the deal.

The Fortis vote greatly boosts the chances that the Royal Bank of Scotland PLC-led consortium will win the bidding for ABN, besting a rival offer by Barclays PLC worth around euro63.7 billion (US$92.3 billion). Either takeover would be the largest in the financial industry's history.

Barclays' bid was formally launched Monday, when it also won EU regulatory approval, while ABN Amro said it would hold a shareholder meeting Sept. 20 to debate the merits of the two bids. The consortium has already launched its bid, contingent on Fortis shareholders' approval.

Of the 34.7 percent of Fortis shareholders voting in Brussels, 95.5 percent approved the takeover and 93.5 percent approved licensing the Belgian-Dutch bank to issue euro13 billion (US$17.8 billion) in new shares order to help finance the deal.

Because of Fortis' dual-headquarters structure, shareholders must vote again on both questions later Monday in Utrecht before the approval is final. Under the bank's charter, a minority of just 25 percent of shareholders can block a share issue.

"I want to thank you from my heart for your trust," Chairman Maurice Lippens said after the poll. "You have spoken with a massive vote."

Fortis' prospective share of the deal is euro24 billion (US$32.9 billion), a huge purchase for a bank which itself was worth just euro37.1 billion (US$50.9 billion) itself as of Friday.

If the consortium bid wins, Fortis will acquire the bulk of ABN Amro's Dutch operations, and its wealthy private clients and asset management businesses worldwide.

Fortis' board says that, mostly due to cost savings from combining the two companies' operations, the deal will add 4.3 percent to its earnings per share by 2010, though it will hurt earnings in the short run due to restructuring costs.

The prospect of the dilution -- and the risk that the deal could turn sour -- has already led to a 14 percent decline in Fortis' share price since the start of the year.

One shareholder protested the decision at the Brussels meeting as "dilutive" and "value destroying," but he was eventually booed down.

Analysts had predicted Fortis' shareholders would approve the takeover, but thought the share issue would be a close call. They thought hedge funds looking to make a quick profit, or investors with an interest in Barclays winning the bidding war for ABN could conceivably have built up a large enough stake in Fortis shares in recent weeks to put together a blocking vote.

If the share issue were ultimately blocked, Fortis' share price would almost certainly shoot higher, netting the "blockers" a quick profit.

Fortis shares were down 2 percent at euro27.92 (US$38.30) after the vote on prospects for dilution, while ABN Amro shares rose 1.5 percent to euro35.59 (US$48.82) as the RBS bid of euro38.08 (US$52.23) per share looked more likely to prevail.

It is not clear whether just blocking the share issue would mean victory for Barclays. If shareholders approve the takeover but not the share issue, Fortis could look for alternate ways to pay, such as issuing fewer shares, taking on more debt, and selling other assets.

But if they nix both, Barclays is likely to win.

If the share issue is approved, analysts believe the consortium will almost certainly win ABN, given that its offer is worth so much more than Barclays'.

Barclays says its deal is still attractive because it will provide greater growth in the long run, despite the lower value.

Its bid was cleared Monday by EU antitrust regulators, who said there were only limited overlaps between the two businesses -- they are both active in British corporate banking -- and they would face "sufficient competition" from a number of rivals.