ABN AMRO Bank N : Draft minutes of the annual general meeting 19 April 2023 (English)

Draft Minutes

General Meeting of Shareholders of ABN AMRO Bank N.V. 19 April 2023

ABN AMRO Head Office, Gustav Mahlerlaan 10, Amsterdam 14:00 - 17:30

(These minutes are a concise record of the proceedings at the meeting.)

1 Opening and announcements

Chair

Ladies and gentlemen, it has now gone two, and those of you who are familiar with my strong liking for punctuality will know that can't be right because it says we start at two o'clock. So I'll just set the clock back five minutes. A warm welcome to you all, shareholders, depositary receipt holders, and I now open the meeting. We are gratified to see such a good turnout for this shareholders' meeting, and we hope we make it a good one. On behalf of ourselves, ABN AMRO, and the Supervisory Board, I can inform you that the full board is present. First of all, on my left, Arjen Dorland, vice-chair of the Board and chair of the Remuneration Committee, Sarah Russell as Chair of the Audit Committee, Anna Storåkers as Chair of the Risk and Capital Committee, Mariken Tannemaat. Behind them, Michiel Lap and Laetitia Griffith, right behind me, and myself, Tom de Swaan, as Chair of the Supervisory Board. The following board members are present on behalf of the Executive Board, some on stage and some in the front row of the hall: Robert Swaak, who you all know, Lars Kramer, CFO, Tanja Cuppen, Chief Risk Officer, Carsten Bittner, there in the front row, Chief Innovation and Technology Officer, Dan Dorner, Chief Commercial Officer Corporate Banking, Choy Van der Hooft, Chief Commercial Officer Wealth Management and Annerie Vreugdenhil, Chief Commercial Officer Personal & Business Banking. Hanneke Dorsman, General Counsel and Company Secretary is acting as secretary to this meeting. Wouter Devriendt, the proposed new member of the Supervisory Board, is present for introduction, and Ferdinand Vaandrager, here in the front row, is nominated as CFO and Executive Board member on an interim basis. Present on behalf of EY is Bernard Roeders, and for the Employee Council we have Arlene Bosman, the Council's chair. Notary Bart Jan Kuck of Zuidbroek Notarissen is here to oversee the proper conduct of voting during this meeting.

I would now like to draw your attention to some procedural matters. Shareholders and depositary receipt holders are attending this General Meeting physically or remotely, and it was also possible to exercise voting rights by electronic or written proxy. As you can hear, the meeting is being conducted in Dutch. As usual, ABN AMRO will broadcast this meeting live via a webcast on its website in both Dutch and English. An audio recording of the entire meeting will be made for taking minutes and these minutes will be available for comment on ABN AMRO's website for three months from 18 July at the latest. The minutes will then be adopted in accordance with the articles of association, and signed by the secretary and myself.

I note that as the shareholders and depositary receipt holders have been given notice of the meeting in accordance with the statutory requirements and the articles of association, the meeting can pass valid resolutions, and that no resolutions have been proposed for this meeting by the shareholders or depositary receipt holders.

I would now like to give you a brief explanation of the meeting procedure. You had the opportunity to read the agenda in the convening notice, and some agenda items consist of several parts, such as agenda item 2. That comprises Hendrik's points 2(a) to 2(h). I intend to first deal as much as possible with all the parts and presentations under each individual agenda item in succession. At the end of those presentations, we will answer the questions related to them as a whole. At least on agenda item 2, this will be the case after Ernst & Young's presentation. Since agenda item 2(f) is presented to you for an advisory vote, you will also have the opportunity to ask questions about the 2022 remuneration report in advance. We believe that this gives you a good and complete overview. As is customary, we aim to allow all shareholders and depositary receipt holders to follow the meeting and participate actively. We will start by answering the questions we received in advance for each agenda item. After that, we will answer the questions for each agenda item that the participants have asked during the meeting via the live chat and here in the hall. Please feel free to ask questions during the meeting using the live chat. We request that you do this as soon as possible at the beginning of the relevant agenda item. Of course, you can also ask questions before then. More general questions will be included in any other business

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where possible. And, as always, we aim to allow all participants to ask their questions. At the same time, we need to keep an eye on the timetable. To give everyone a chance, we ask you to restrict yourself to no more than three questions per agenda item during the meeting. You have the opportunity to cast your vote throughout the meeting, and as you see, I don't know exactly where you see it, but obviously you can see it somewhere, voting is already open now. Voting will remain possible until the conclusion of agenda item 10. That will be the last item on the agenda to be put to the vote, after which the results will be announced. That takes us to the end, ladies and gentlemen, shareholders and depositary receipt holders, of the procedural explanations.

But before giving the floor to Robert for the Executive Board report, I would like to touch on some current issues. I am not telling you anything new when I say that 2022 was an extremely tumultuous year, just like the preceding years which were marked by Covid. The war in Ukraine continues, resulting in a great deal of humanitarian suffering. The Covid pandemic is now officially over, and we hope and pray it will stay that way, but our economy is facing substantially higher energy prices and high inflation. Fortunately, both the European and Dutch economies have proved resilient: more resilient than expected. But we do expect somewhat slower growth in the economy over the course of this year. We are not alone in that, and remain cautious about the longer-term effects of inflation. In the recent turmoil in the financial markets following specific problems at a number of banks, particularly regional banks in the United States and at one bank in Switzerland, the regulators have, we believe, acted energetically and appropriately. It is good to see that European banks with significantly better capital positions and conservative liquidity management appear to be in good shape. And it also seems that calm has now returned to some extent. Famous last words: but we will of course continue to closely monitor developments.

We realise that continuing high inflation in particular is making its mark on society and impacting our clients and - accordingly - you. We are also very aware of the sustainability challenges we face as a society, especially on climate and the role we as a bank can and want to play. Under agenda item 2, we will return in detail to both climate and our social engagement. Our people, and I want to emphasise this very strongly, play a crucial role in giving our clients the very best service in these troubled times. Not only is society changing: so is our bank. This brings challenges for our staff. And I am sure the chair of the Employee Council will return to that, and so will Robert. Despite these sometimes difficult circumstances, and for this I am very grateful, they remain fully committed to our clients. On behalf of my colleagues on the Supervisory Board, I would like to offer them my warmest thanks.

That takes me to the end of my introduction and agenda item 1 of the meeting. We now turn, ladies and gentlemen, to agenda item 2(a), the discussion of the Executive Board report. For that, I gladly give the floor to my right-hand neighbour Robert Swaak.

2. Integrated annual report and corporate governance

2.a Report of the Executive Board for 2022 (discussion item)

Mr Swaak

Thank you, Tom, and good afternoon to you all. On behalf of the Executive Board, I will comment on the activities and results of the past year, once my microphone is turned on, thanks.

Looking at key developments 2022, as Tom has already said, the world has changed enormously in the past year. Early last year, when we were just beginning to put that Covid pandemic behind us, we were rocked by that terrible war in Ukraine. And that war and its attendant horrors goes on and on. Still, I repeat anyway, even at this meeting, that our thoughts remain with all those affected by this war. ABN AMRO's direct exposure to Russia was

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very limited. Second-order effects as we call them, such as higher energy and food prices, sanctions on trade with Russia and cybersecurity concerns did however make their mark on society and the economy over the past year. And as a bank, we operate in a world where these geopolitical, economic and climate developments and the aftermath of the pandemic cannot be separated. But last year, we continued to focus on priorities I shared with you earlier: the execution of our strategy, our licence to operate and our culture. Developments over the past year show that we made the right strategic choices in 2020, including improving the bank's risk profile by winding down the non-core business bank. The bank has been transformed into three client units, a far-reaching operation including, as Tom mentioned, for our colleagues. Against a difficult background, all client units achieved better results. Sustainability, a much-discussed topic in all its facets, climate, circular and social, is becoming increasingly integrated into the bank. We published our climate strategy and joined the Net-Zero Banking Alliance. But we were also the market leader in mortgages and we announced and completed our first share buyback programme. To make our bank futureproof we also worked hard on matters such as strengthening the foundation for data and digitalisation. We have also made progress with our AML remediation programmes, our remedial work. We remain focused on our role as gatekeepers in completing ongoing remediation programmes. Culture change is and will remain a key priority precisely to continue accelerating the execution of our strategy. Culture and the associated responsibility and accountability are vital to the bank's valuable and healthy future. The bank operates from a strong position with a clear profile, a clear strategic focus and a very strong capital and liquidity position. If we then zoom in on the next slide on the results: there, too, it was clear that 2022 showed a sharp improvement in profits after the first half of the year. Interest income was still under pressure due to negative interest rates; we saw it rise in the second half of the year and also saw commission income increase. Costs remained under control last year, and we achieved our cost target in 2022 despite the high cost of fighting financial crime and inflation. Loan impairments were very low despite increasing uncertainty around the economy, and all this resulted in a much improved return on equity of almost nine per cent (9%). We are and will remain a strongly capitalised bank with a substantial liquidity buffer that can cope well with economic headwinds. For 2022, we propose a dividend totalling ninety-nine cents (€0.99) per share. We also announced another share buyback programme in February, which will be completed next week.

We also made progress on our non-financial targets. The market share in new mortgages rose from sixteen per cent (16%) to seventeen per cent (17%). And if we then look at the digitisation of key processes within the bank, we see we are well on our way to our target of ninety per cent (90%). Currently, two-thirds of our processes are already what is called straight-through processing. In the past year, the transformation impacted our NPS and employee engagement scores, which was definitely noticeable. As we increasingly become a personal bank in a digital age, the digital experience remains the most valued element of our client service alongside expertise. Our relational NPS for mortgages and SMEs continues to be influenced by sentiment around branch closures and, to a lesser extent, rate increases and general sentiment. We aim, and we will continue to aim to further increase the Net Promoter Score and employee engagement in the coming years. Diversity is and remains a key strategic issue. We want our people to reflect society and for everyone to feel free to express themselves. It is important for our clients. It is important for our people, and allows us to attract talents, but more importantly, it allows us to retain them. The number of women in our sub-top, our strategic goal, rose from thirty per cent (30%) to thirty-one per cent (31%) in 2022, and later I will return to the sharp rise in sustainable asset volume, as we also express it.

Looking forward to the current year, as Tom said, things have calmed down a bit in the financial markets after some rather turbulent weeks last month. Developments in the recent period highlight the importance of trust in banks. We fully realise this and work hard every day to be that futureproof bank that deserves society's trust. In the coming year, we will appoint a Chief Operating Officer responsible for further strengthening operational performance and strategy execution and accelerating transformation. And, of course, in the coming year we will continue to focus on executing the strategy I mentioned earlier, including further growth in the focus segments. As I just mentioned, it is also important to keep improving NPS, client satisfaction, and employee engagement. Our cost discipline will continue to be important in this year, 2023.

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In conclusion, it was another dynamic year, marked by war, but also one in which we were able to move forward as a bank. We want to be a personal bank in this digital age and have taken clear steps in that direction. Revenue increased in 2022. Costs, including risk costs, remained under control. We also again made progress with our non-financial targets. The commitment and expertise of our colleagues are at the heart of how we serve our clients. In the past year, just to reiterate, our employees faced a good deal of uncertainty and change, professionally and personally, while working tirelessly to continue serving our clients consistently. I am proud of how they consistently put our clients' interests first. Still, I would also like to take a moment to reflect on Lars's departure. You see, he's now wearing a headset, looking up, and wondering what comes next. [In English:] Yes Lars, it is going to come. Lars, as our CFO in 2020, I do not know why I am starting to talk English, [In Dutch:] he has the translation, so I'll just continue in Dutch now. You were also responsible for a significant part of the CITO portfolio in the transfer we were doing at that time. You were and still remain a driving force behind implementing our strategy. You have contributed to constructive relationships with our shareholders and other stakeholders as well. Thank you for your leadership. Thank you for your contribution. Thank you for what you have meant to the bank. Thank you.

Mr Kramer

Much appreciated Robert. Thank you. I will follow the progress of this bank very, very closely going forward.

Mr Swaak

I would not have expected otherwise. Thanks. Also in the past year, and I would very much like to end here, our clients have given us their trust. As I said, we will continue to engage in that world of change to better serve our clients and continuously provide better service to our clients. Like all my colleagues, my main motive is to live up to the trust of our clients and society. Thank you.

Chair

Thank you Robert. As you can imagine, I will also return to Lars's departure later, as I have to tell you that one of my colleagues is also sadly leaving us. I'll return to that at the end of the meeting if there are no objections.

2.b Sustainability (discussion item)

Chair

I would now like to move on to item 2(b) of the agenda. That is the sustainability item. We want to pay a lot of attention to that because we consider it very important. In our view, sustainability directly impacts business operations, i.e., clients and the bank's performance in the longer term. Our responsibility to future generations is at the heart of our purpose as a bank. That sustainability is embedded in the bank's strategy. The Supervisory Board oversees that policy and strategy as set and discussed with the Executive Board. Time and again, we have put sustainability on the agenda, asked questions, and monitored the issue's progress. We have made, I think, very important steps in this area in 2022. In December, for instance, as you all know, we published the climate strategy. The plan describes how we align some of our portfolios and operations with the one-and-a-half per cent (1.5%) scenario, with initial interim targets in 2025 on the way to a net zero target in 2050. And, of course, we are more than aware that this is only the beginning. Plans for a number of sectors will follow this year, and within thirty-six (36) months, we will have set targets for our entire loan book and will remain in continuous dialogue on this, which we greatly value, with our stakeholders and review our targets every year. And that makes sense because developments in this field are continuing apace and even getting faster. In the past year, too, we were once again confronted with the effects of climate change in many places worldwide. According to the UN Environment Programme, we are currently on course for global warming of two point eight per cent (2.8%), significantly above the one-and-a-half per cent (1.5%) target of the Paris Agreement. We are also depleting our resources far too quickly and losing plant and animal species. We also see the challenge and

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