As of 24 November 2015, ABN AMRO’s shareholder structure is as shown below.
All shares in the capital of ABN AMRO Group N.V., are held by two foundations: stichting administratiekantoor beheer financiële instellingen (NLFI) and Stichting Administratiekantoor Continuïteit ABN AMRO Group (STAK AAG). On 24 November 2015, NLFI held 77% and STAK AAG held 23% of the shares in the issued capital of ABN AMRO Group N.V. Both foundations have issued depositary receipts for shares in ABN AMRO Group N.V. Only STAK AAG’s depositary receipts are issued with the cooperation of ABN AMRO Group N.V.
STAK AAG is independent from ABN AMRO and the holder of shares in ABN AMRO's issued share capital and has issued depositary receipts (certificaten) representing such shares and which are traded on Euronext Amsterdam. The issuing of depositary receipts is primarily used as a protective measure. In normal circumstances, holders of depositary receipts will have largely the same rights as shareholders: they may attend general meetings of shareholders, vote at such meetings and have dividend rights if and when ABN AMRO Group N.V. distributes dividend. In principle, STAK AAG each time has the obligation to grant a power of attorney to the holders of depositary receipts to exercise the voting rights attached to the underlying shares and will not exercise voting rights on the shares, unless holders of depositary receipts have requested STAK AAG to do so.
The foregoing can be different in certain (hostile) circumstances as described in section 2:118a of the Dutch Civil Code. In such case, STAK AAG may refuse or revoke powers of attorney for up to two years, whereby NLFI needs to approve such refusal of revocation if NLFI holds at least 33 1/3% of the shares in ABN AMRO Group N.V. STAK AAG will vote in such event itself and should then, pursuant to the trust conditions (PDF 186 KB) and the objects clause of STAK AAG as laid down in the articles of association (PDF 44 KB) of STAK AAG, primarily focus on the interests of ABN AMRO Group N.V. and of the businesses maintained by the ABN AMRO Group N.V. and by companies associated with ABN AMRO Group N.V. in a group, which interests shall among other things include the interests of the customers, the savers and deposit holders, the shareholders, the holders of depositary receipts, the employees and the society in which ABN AMRO Group N.V. performs its activities.
STAK AAG also aims to promote the exchange of information between ABN AMRO Group N.V. on the one hand and the holders of depositary receipts and shareholders on the other hand, for example, by organising a meeting of depositary receipt holders prior to every general meeting. STAK AAG shall also report periodically, at least once a year, on its activities. This first report (PDF 2 MB) (In Dutch only) concerns the founding year for the period 20 July to 31 December 2015.
For more information about abovementioned structure, the activities of STAK AAG, the articles of association and trust conditions and any meetings of depositary receipt holders, please be referred to the STAK AAG website (www.stichtingadministratiekantoorabnamro.com).
The Dutch State holds an interest in ABN AMRO Group N.V. through NLFI. NLFI was set up as a means to avoid potential conflicting responsibilities that the Dutch Minister of Finance might otherwise face, as a shareholder and as a regulator, as well as to avoid undesired political influence being exerted.
NLFI issued depositary receipts for shares in the capital of ABN AMRO Group N.V. to the Dutch State. NLFI is responsible for managing these shares and exercising all rights associated with these shares under Dutch law, including voting rights. However, material or principal decisions require the prior approval of the Dutch 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 Dutch Minister of Finance.
NLFI entered into a relationship agreement with ABN AMRO Group N.V. (the Relationship Agreement) with a view to the sell-down of NLFI’s remaining shareholding. The Relationship Agreement will terminate if and when NLFI (directly or indirectly) holds less than 10% of ABN AMRO Group N.V.’s issued share capital, except for a limited number of clauses which will not terminate under any circumstances.
In the Relationship Agreement, it has been agreed that the Managing Board and Supervisory Board, respectively, of ABN AMRO Bank N.V. will comprise of the same persons as the Managing Board and Supervisory Board, respectively, of ABN AMRO Group N.V. Furthermore, the Relationship Agreement includes, among other things, and subject to certain conditions as set forth therein:
- the right for NLFI to advise (i) the Supervisory Board on (re)appointment of members of the Managing Board and of the chairman of the Managing Board or the Supervisory Board and (ii) the Managing Board on a proposal for the appointment of the external auditor;
- NLFI’s right of prior approval of:
- any issuance of (or granting of rights to acquire) shares in ABN AMRO Group N.V. or ABN AMRO Bank N.V. for as long as NLFI holds at least 33 1/3% of the shares in ABN AMRO Group N.V.;
- (a) for as long as NLFI holds more than 50% of the shares in ABN AMRO Group N.V., any investments or divestments by ABN AMRO Group N.V. or any of its subsidiaries with a value of more than 5% of the equity of ABN AMRO Group N.V. and (b) for as long as NLFI holds 50% or less but 33 1⁄3% or more of the shares in ABN AMRO Group N.V., any investment or divestments by ABN AMRO Group N.V. or any of its subsidiaries with a value of more than 10% of the equity of ABN AMRO Group N.V.;
- the obligation for ABN AMRO Group N.V. to convene a General Meeting within 60 calendar days of NLFI’s request and the right for NLFI to put items on the agenda for a General Meeting subject to the relevant provisions of the Articles of Association;
- the obligation for NLFI to sell-down through STAK AAG;
- certain orderly market arrangements; and
- certain information rights for NLFI as long as it holds at least 33 1⁄3% of the shares in ABN AMRO Group N.V. as further described on the page Bilateral communication with shareholders
For further information about the Relationship Agreement, please be referred to the full text (PDF 5 MB) thereof.