ABN AMRO Group

Notice convening the Annual General Meeting 2019 of ABN AMRO Group N.V.



To the shareholders and holders of depositary receipts for shares in the capital of ABN AMRO Group N.V. (“Depositary Receipts”)

ABN AMRO Group N.V. (“ABN AMRO Group”) invites its shareholders and holders of Depositary Receipts for its annual general meeting to be held on Wednesday 24 April 2019 at 14:00 (CET) at the premises of ABN AMRO Group, Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands ( the “General Meeting”).

Agenda 

  1. OPENING REMARKS AND ANNOUNCEMENTS 

  2. ANNUAL REPORT, CORPORATE GOVERNANCE AND ANNUAL FINANCIAL STATEMENTS 
    1. Report of the Executive Board in respect of 2018 (discussion item); 
    2. Report of the Supervisory Board in respect of 2018 (discussion item); 
    3. Presentation Employee Council (discussion item); 
    4. Corporate governance (discussion item); 
    5. Implementation of the remuneration policy (discussion item); 
    6. Presentation and Q&A external auditor (discussion item); and
    7. Adoption of the audited Annual Financial Statements 2018 (voting item). 

  3. DIVIDEND 
    1. Explanation dividend policy (discussion item); and 
    2. Proposal for dividend 2018 (voting item). 

  4. DISCHARGE 
    1. Discharge of each member of the Executive Board in office during the financial year 2018 for the performance of his or her duties during 2018 (voting item); and 
    2. Discharge of each member of the Supervisory Board in office during the financial year 2018 for the performance of his or her duties during 2018 (voting item). 

  5. EXTERNAL AUDITOR 
    1. Report on functioning of external auditor (discussion item); and 
    2. Re-appointment of Ernst & Young Accountants LLP as external auditor for the financial years 2019, 2020 and 2021 (voting item). 

  6. AMENDMENT TO THE ARTICLES OF ASSOCIATION (voting item

  7. COMPOSITION OF THE SUPERVISORY BOARD Samenstelling Raad van Commissarissen
    1.  Notification of Supervisory Board vacancies (discussion item); 
    2. Opportunity to make recommendations by the General Meeting, with due regard of the profiles (discussion item); and
    3. Appointment of new members of the Supervisory Board: 
      1. Verbal introduction and motivation by Anna Storåkers (discussion item); 
      2. Verbal introduction and motivation by Michiel Lap (discussion item); 
      3. Appointment of Anna Storåkers as member of the Supervisory Board (voting item); 
      4. Appointment of Michiel Lap as member of the Supervisory Board (voting item).  

  8. MERGER BETWEEN ABN AMRO GROUP N.V. AND ABN AMRO BANK N.V. (voting item

  9. ISSUANCE OF NEW SHARES BY ABN AMRO GROUP AND ABN AMRO BANK N.V. AND ACQUISITION OF SHARES OR DEPOSITARY RECEIPT BY ABN AMRO GROUP 
    1. Authorization to issue shares and/or grant rights to subscribe for shares (voting item); 
    2. Authorization to limit or exclude pre-emptive rights (voting item); and 
    3. Authorization to acquire shares or depositary receipts representing shares in ABN AMRO Group’s own capital (voting item). 

  10. CANCELLATION OF (DEPOSITARY RECEIPTS FOR) SHARES IN THE ISSUED SHARE CAPITAL OF ABN AMRO GROUP (voting item

  11. ANY OTHER BUSINESS AND CONCLUSION

Additional information

Meeting documents
The following documents are available through www.abnamro.com/generalmeeting.

  • the convocation of the General Meeting, including the agenda with the explanatory notes;
  • ABN AMRO Group’s Annual Report 2018 (including the Annual Financial Statements 2018) (agenda items 2(a), 2(b), 2(d), 2(e) and 2(g));
  • the draft deed of amendment of the Articles of Association prepared by De Brauw Blackstone Westbroek N.V. and full text of the Articles of Association as the Articles of Association will read after the amendment, as prepared by De Brauw Blackstone Westbroek N.V. and an unofficial English translation thereof (agenda item 6);
  • The collective profile of the Supervisory Board, as well as the individual profiles for the two open positions (agenda item 7);
  • the resume of Anna Storåkers (agenda item 7);
  • the resume of Michiel Lap (agenda item 7);
  • the recommendation of the Employee Council for appointment of Anna Storåkers and Michiel Lap (agenda item 7); and
  • the Merger Circular relating to the Merger including the annexes thereto (agenda item 8).

As of the date hereof, these documents are also available for inspection and can be obtained free of charge at our offices at the address indicated below.

II. Attendance and voting

A. Attendance of the General Meeting and voting

Record Date
Entitled to vote and/or to attend the General Meeting are all persons, who on 27 March 2019 at 17:30 (CET), after processing of all book entry settlements of that day (the “Record Date”), are registered as such in one of the registers designated for this purpose by the Executive Board as set out below and who have applied for attendance to the General Meeting in the manner described hereunder.

The registers showing those entitled to shares or Depositary Receipts on the Record Date are:

  • in relation to registered ordinary shares in the capital of ABN AMRO Group: the relevant shareholders register kept by ABN AMRO Group, and
  • in relation to Depositary Receipts: the records of the intermediary under the Dutch Securities Giro Transfer Act (Wet Giraal Effectenverkeer).

Depositary Receipt holders and voting proxies
The Board of STAK AAG reports that it has adopted a resolution providing voting proxies to all Depositary Receipt holders for the General Meeting. STAK AAG has informed ABN AMRO Group that in accordance with this voting proxy, a Depositary Receipt holder may exercise the voting right at the General Meeting for a number of shares equal to the number of Depositary Receipts held by the Depositary Receipt holder at the Record Date. The Depositary Receipt holder may exercise the voting right at his or her own discretion. STAK AAG is not liable for the voting behaviour of a Depositary Receipt holder or the consequences thereof. STAK AAG is also not liable for the casting of a vote in accordance with a voting instruction as explained under B below. Depositary Receipt holders do not have to apply for a voting proxy from STAK AAG. By virtue of registration for the General Meeting, Depositary Receipt holders are deemed to have acknowledged receipt and acceptance of the voting proxies. With due regard to the relevant statutory provisions, the STAK AAG articles of association and the STAK AAG trust conditions, STAK AAG may revoke and/or limit voting proxies at any time prior to the voting on one or more items at the General Meeting.

Registration for admission
Shareholders or Depositary Receipts holders who wish to attend and/or vote at the General Meeting either in person or represented by a third party, are required to notify ABN AMRO Bank N.V. (Corporate Broking) through www.abnamro.com/evoting or via their intermediary. Notification can take place as of 28 March 2019 until 18 April 2019 17:30 (CET). Each such person is requested to include all required details in order for ABN AMRO Bank N.V. (Corporate Broking) to be able to, among other things, verify his or her voting and/or attendance rights in an efficient manner.

On 19 April 2019 at 11:00 (CET) at the latest, the intermediary in whose accounting systems the holders of Depositary Receipts are registered must provide a statement to ABN AMRO Bank N.V. (Corporate Broking) via www.abnamro.com/intermediary that the number of Depositary Receipts that have been registered for attendance of and/or voting at the General Meeting in accordance with the above, are listed in the name of the holder in its accounting systems on the Record Date. In addition, the intermediaries are also requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the holding on the Record Date in an efficient manner.

Voting at the meeting with the voting app on your tablet or smartphone
ABN AMRO Group provides the possibility to vote on the various resolutions at the General Meeting with your own tablet or smartphone. In order to participate at the General Meeting, you will need to download the Lumi AGM App onto your tablet or smartphone. The voting app is available for Android and iOS operated devices only and can be downloaded from the Google Play Store or the Apple App Store by searching by app name “Lumi AGM”. It is highly recommended that you download the General Meeting voting app in advance of the meeting day (https://web.lumiagm.com).

Once you have downloaded the General Meeting voting app, you will be asked to enter a Meeting ID. The Meeting ID is for this General Meeting only. Furthermore, you will be prompted to enter your username and password. Your Meeting ID, username and password will be provided at the registration desk of the General Meeting. It is only possible to use the voting app when attending the General Meeting. Please make sure your smart phone or tablet is sufficiently charged. At the General Meeting, you will be able to use the ABN AMRO open Wifi network.

Attendance by third-parties
A shareholder or Depositary Receipt holder, who wishes to authorise STAK AAG, the notary (René Clumpkens of Zuidbroek Notarissen or his deputy) or another third party, to attend and vote at the General Meeting on his or her behalf, shall state that party’s details in the abovementioned registration using the voting form available via www.abnamro.com/evoting.

Proof of registration and identification
Any person that has the right to attend the General Meeting and was duly and timely registered will receive a proof of registration which will also serve as an admission ticket for the General Meeting. Persons who have the right to attend the General Meeting (or their representatives) are required to identify themselves before they are admitted to the General Meeting. These persons are therefore requested to bring a valid identity document (passport, driving license or identity card) along with their proof of registration.

B. Voting for persons not attending the General Meeting

Any person that has the right to attend the General Meeting and was duly and timely registered may submit his or her electronic voting instruction to STAK AAG or the notary (René Clumpkens of Zuidbroek Notarissen or his deputy) to vote on his or her behalf via www.abnamro.com/evoting from 28 March 2019 until 18 April 2019 17:30 (CET). Such person may also submit his or her voting instruction to STAK AAG, the notary (René Clumpkens of Zuidbroek Notarissen or his deputy) or a third party, to vote on his or her behalf via the voting form available via www.abnamro.com/generalmeeting. Such voting form needs to be received prior to 18 April 2019 17:30 (CET) at the return-address mentioned on the form, together with a confirmation of the intermediary in relation to the number of Depositary Receipts held by such holder of Depositary Receipts at the Record Date.

III. Miscellaneous

Issued share capital and number of votes

At the date of the Convocation of the General Meeting, the total capital issued by ABN AMRO Group consists of 940,000,001 ordinary shares, and as many voting rights.

Arrival at location and registration
In order to facilitate a smooth registration of the votes submitted during the General Meeting, attendees that wish to submit their votes at the General Meeting are requested to register themselves for the General Meeting no later than 13:45 (CET) at the registration desk. After 13:45 (CET) the registration desk will be closed. If you arrive by car, ABN AMRO will provide you with a parking space if you are duly and timely registered. This can either be at ABN AMRO’s head office, or a closely located parking facility. In the latter case, you will be provided an exit card free of charge. There is no need to register your license plate in advance.

Webcast
The General Meeting will be video webcasted live and in full on 24 April 2019 via www.abnamro.com/generalmeeting.


Contact details

ABN AMRO Group N.V.
Gustav Mahlerlaan 10 
1082 PP Amsterdam 

P.O. Box 283
1000 EA AMSTERDAM


ABN AMRO Bank N.V.

Department Corporate Broking HQ 7050
Gustav Mahlerlaan 10 
1082 PP Amsterdam

P.O. Box 283
1000 EA AMSTERDAM

corporate.broking@nl.abnamro.com