Shareholder Structure

As of 29 September 2011, the bank’s shareholder structure is as shown below:

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All ordinary shares in ABN AMRO Group N.V., representing 92.6% of the voting rights, are held by a foundation named Stichting administratiekantoor beheer financiële instellingen (“NLFI”). The non-cumulative preference shares in ABN AMRO Group N.V., representing 7.4% of the voting rights, are held by ABN AMRO Preferred Investments B.V. The issued shares in this entity are held by NLFI (70%, all priority shares) and two institutional investors (30%, all ordinary shares).

On 29 September 2011 the Dutch State transferred its shares in ABN AMRO Group N.V. and in ABN AMRO Preferred Investments B.V. to NLFI. NLFI is set up as a means to avoid potential conflicting responsibilities that the Minister of Finance might otherwise face, as a shareholder and as a regulator, as well as to avoid political influence being exerted.

NLFI issued exchangeable depositary receipts for shares in return for acquiring and holding, in its own name, the shares of the Dutch State. NLFI is responsible for managing these shares and exercising all rights associated with these shares under Dutch law, including voting rights. This is in keeping with the intended commercial, non-political management of the shares. However, material or principal decisions require the prior approval of the Minister of Finance, who will also be able to provide binding voting instructions with respect to such decisions. NLFI's objectives exclude disposing of or encumbering the shares, except pursuant to authorisation from the Minister of Finance.