ABN AMRO Bank N : May 2023 Convocation notice - AGM (English)

Convocatioening notice

Notice convening the Extraordinary General Meeting of ABN AMRO Bank N.V.

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Convening notice for the Extraordinary General Meeting of

ABN AMRO Bank N.V.

	Attendance		3
	Agenda		4
	Explanatory notes to the agenda		5
	Additional information		8

Attendance

ABN AMRO Bank N.V. (ABN AMRO) invites its shareholders and depositary receipt holders for its Extraordinary General Meeting (Extraordinary General Meeting), to be held on Thursday, 29 June 2023 at 12:15 CET at ABN AMRO's head office, Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands.

As a shareholder or depositary receipt holder, you can attend and vote during the Extraordinary General Meeting in person or you can exercise your voting rights by providing an electronic proxy or a proxy in writing. For further information and instructions please refer to the section 'Additional information' on page

8. This Extraordinary General Meeting will be held in person. This is a different format compared to previous general meetings that where held in an hybrid manner, with the option to also attend the meeting virtually. During this Extraordinary General Meeting, it is not possible to attend the meeting virtually.

Shareholders and depositary receipt holders are invited to the Extraordinary General Meeting to vote on the appointment of Femke de Vries, as a member of the Supervisory Board of ABN AMRO. This is the sole voting item on the agenda of the Extraordinary General Meeting.

The Extraordinary General Meeting will be broadcasted via a live webcast in both Dutch and English on ABN AMRO's website at www.abnamro.com/generalmeetingand a recording will be available for viewing after the meeting. The meeting documents are available on this website as well.

18 May 2023

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Agenda

1. OPENING
2. APPOINTMENT OF A NEW MEMBER OF THE SUPERVISORY BOARD

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

1. Announcement to the General Meeting of the Supervisory Board's nomination for appointment
   (discussion item)
2. Explanation and motivation by Femke de Vries (discussion item)
3. Appointment of Femke de Vries as member of the Supervisory Board (voting item).

3. CLOSING

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Explanatory notes to the agenda

Agenda item 1

Opening

Agenda item 2

Appointment of a new member of the Supervisory Board

1. Announcement to the General Meeting of the Supervisory Board's nomination for appointment (discussion item)

The Supervisory Board notified in the general meeting of shareholders of 19 April 2023 (the General Meeting) that there was a vacancy on the Supervisory Board with specific expertise on the themes culture, governance, sustainability, climate & environmental risks and large transformations.

The collective profile of the Supervisory Board and the individual profile drawn up by the Supervisory Board for the vacancy were included among the meeting documents for the General Meeting, and are also included among the meeting documents for this Extraordinary General Meeting.

In accordance with Article 158 (5) of Book 2 of the Dutch Civil Code (DCC), the General Meeting and the Employees Council (Raad van Medewerkers) were granted the opportunity to recommend suitable candidates for nomination as a member of the Supervisory Board in order to fulfil the aforementioned vacant position. The General Meeting and the Employees Council have not exercised the right to make a recommendation.

The Supervisory Board decided to nominate Femke de Vries (born on 20 September 1972 in Wormer, the Netherlands; Dutch nationality) for appointment as a member of the Supervisory Board. It is proposed that the appointment will be in force after the closure of this Extraordinary General Meeting; the term of appointment will end at the closure of the annual general meeting in 2027.

Femke de Vries meets the profile requirements of the Supervisory Board and is nominated for appointment particularly in view of her significant relevant knowledge and experience in the financial sector, both in science and practice. She has proven experience and knowledge in the risk and compliance domain, as well as culture, governance and sustainability. Over 15 years she has held various senior roles at the Dutch Central Bank (DNB) and the Dutch Authority for Financial Markets (AFM), supervising all areas of the financial services spectrum. She has also obtained experience as independent chair of the initiative "Climate Commitment Financial Services Sector".

Femke de Vries completed two university studies, both of which she completed cum laude: policy and governance in international organisations at the University of Groningen and Dutch Law at Erasmus University Rotterdam. In 2005, she obtained her doctorate for research on the use of administrative sanctioning instruments in the Dutch Customs Act (Douanewet).

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