ABN AMRO Bank N : Draft minutes of the extraordinary general meeting of 29 June 2023 (English)

Draft minutes Extraordinary General Meeting ABN AMRO Bank N.V.

Thursday 29 June 2023

Draft Minutes of the Extraordinary General Meeting ABN AMRO Bank N.V.

ABN AMRO Head Office, Gustav Mahlerlaan 10, Amsterdam

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

Thursday 29 June 2023, start at 12.30 p.m.

Draft minutes of the EGM of ABN AMRO Bank N.V. of 29 June 2023

Agenda

1. Opening and announcements
2. Appointment of a new member to the Supervisory Board Appointment of Femke de Vries as a member of the Supervisory Board:
3. 1. Announcement to the General Meeting of the proposed appointment to the Supervisory Board (discussion item)
   2. Explanation and motivation by Femke de Vries (discussion item)
   3. Appointment of Femke de Vries as a member of the Supervisory Board

(voting item)

3. Closing

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Draft minutes of the EGM of ABN AMRO Bank N.V. of 29 June 2023

Those present:

The Supervisory Board:

Mr De Swaan (Chair of the Supervisory Board, Chair of the Selection and Appointments Committee and Chair of this Extraordinary General Meeting).

The Executive Board:

Mr Swaak (Chair of the Executive Board)

The new member to be appointed to the Supervisory Board:

Ms De Vries

The meeting secretary:

Ms Dorsman

The shareholders and depositary receipt holders:

2809 shareholders and depositary receipt holders, jointly representing 81.52% of the issued capital of ABN AMRO Bank N.V., were present or represented at the meeting.

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Draft minutes of the EGM of ABN AMRO Bank N.V. of 29 June 2023

1. Opening and announcements

Chair

Good afternoon to all those present and especially of course to the shareholders and depositary receipt holders. I hereby open this meeting and welcome you to this Extraordinary General Meeting of Shareholders. On behalf of the Supervisory Board, I myself am in attendance, Tom de Swaan, Chair of the Supervisory Board, here to my right is Robert Swaak, Chief Executive Officer and the secretary is, as usual, Hanneke Dorsman, General Counsel and Company Secretary of ABN AMRO. And Femke de Vries, whom today is ultimately all about, is in attendance so that she may be introduced. As usual, I would like to draw your attention to some procedural matters. This meeting is a physical meeting. In other words, shareholders and depositary receipt holders may only participate in person. Naturally there was the option to exercise voting rights electronically or in writing. As you can hear, the meeting is being conducted in Dutch, and as usual it is being broadcast in the form of a webcast, in Dutch with a simultaneous translation into English. An audio recording will be made of the entire meeting for the purpose of drawing up the minutes. The minutes of this meeting will be posted on the ABN AMRO website no later than 27 September 2023 and will be available for comment for a period of three months. They will then be adopted in accordance with the articles of association, and signed by Ms Dorsman and myself. I note that the shareholders and depositary receipt holders have been given notice of the meeting in accordance with the statutory requirements and the articles of association, that the meeting can therefore pass valid resolutions, and that no resolutions have been proposed for this meeting by the shareholders or depositary receipt holders. We now turn as usual to a brief explanation of the meeting procedure. You have seen the agenda. There is one voting item and all shareholders and depositary receipt holders who have registered may ask questions during item 2 about the proposed appointment of Ms De Vries. I should mention that we did not receive any questions in advance. I now close item 1 on the agenda and move to item 2, the proposed appointment of Ms Femke de Vries as a member of the Supervisory Board.

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Draft minutes of the EGM of ABN AMRO Bank N.V. of 29 June 2023

2. Appointment of a new member to the Supervisory Board

Appointment of Femke de Vries as a member of the Supervisory Board:

1. Announcement to the General Meeting of the proposed appointment to the Supervisory Board (discussion item)
2. Explanation and motivation by Femke de Vries (discussion item)
3. Appointment of Femke de Vries as a member of the Supervisory Board

Chair

The Supervisory Board has decided to nominate Femke de Vries as a member of the Supervisory Board. She has been nominated on the basis of her knowledge of and experience in the financial sector, in both an academic and a practical sense. She has demonstrable experience with and knowledge of not only the risk and compliance field, but also of culture, governance and sustainability. She has held various positions for more than fifteen years at the Dutch central bank (DNB) and the Dutch Authority for the Financial Markets (AFM), in which she has supervised various aspects of financial services. She was also the independent chair of the "Climate Commitment of the Dutch Financial Sector" initiative. Ms De Vries holds two university degrees, both of which she completed with distinction: Policy and Governance in International Organisations at the University of Groningen and Dutch Law at Erasmus University Rotterdam. She obtained her doctorate in 2005 for research into the use of administrative fines under the Dutch Customs Act. She fulfils the requirements in the profile of the Supervisory Board. For more information, please see Femke de Vries's CV in the meeting documents for this Extraordinary General Meeting. If the outcome of the vote is positive, her appointment will become effective as of the end of this Extraordinary General Meeting, for a four-year term ending at the close of the annual General Meeting of ABN AMRO in 2027. Femke de Vries wishes to explain verbally her motivation for the appointment as a member of the Supervisory Board and I therefore give her the floor. Femke.

Ms De Vries

Thank you, Mr Chairman. Good afternoon. My name is Femke de Vries and I shall be happy to explain my candidacy and the motivation behind it, and also to tell you something about my background. I grew up in the north of the country, in the province of Drenthe, and after secondary school I studied Policy and Governance in International Organisations in Groningen and Grenoble, followed by Dutch Law at Erasmus University Rotterdam - the chair already mentioned this. I also obtained my doctorate at the Faculty of Law in Rotterdam, while working at the Ministry of Finance and the Dutch Tax and Customs Authority. I currently live near Utrecht with my husband, two daughters and one son. From a professional point of view, I think it is worth stating that I have worked in financial supervision for a long time; I have held various management roles at the Dutch central

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