To the shareholders and holders of depositary receipts for shares in the capital of ABN AMRO Group N.V.

ABN AMRO Group N.V. (“ABN AMRO Group”) invites its shareholders and holders of depositary receipts for its annual general meeting to be held on Tuesday 29 May 2018 at 14:00 (CET) at the premises of ABN AMRO Group, Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands ( the “General Meeting”).

For an overview of the agenda and explanatory notes, we refer you to the Convocation Notice​ (PDF 156 KB)

Attendance and voting

Record Date
Entitled to vote and/or to attend the General Meeting are all persons, who on 1 May 2018 at 17:30 (CET), after processing of all book entry settlements of that day (the “Record Date”), are registered as such in one of the registers designated for this purpose by the Executive Board as set out below and who have applied for attendance to the General Meeting in the manner described hereunder. 

The registers showing those entitled to Shares or Depositary Receipts (as defined below) on the Record Date are: 
- in relation to registered ordinary shares in the capital of ABN AMRO Group (the “Shares”): the relevant shareholders register kept by ABN AMRO Group.
- in relation to depositary receipts for Shares (the “Depositary Receipts”): the records of the intermediary under the Dutch Securities Giro Transfer Act (Wet Giraal Effectenverkeer). 

Depositary Receipt holders and voting proxies 
The board of Stichting Administratiekantoor Continuïteit ABN AMRO Group (“STAK AAG”) reports that it has adopted a resolution providing voting proxies to all Depositary Receipt holders for the General Meeting. STAK AAG has informed ABN AMRO Group that in accordance with this voting proxy, a Depositary Receipt holder may exercise the voting right at the General Meeting for a number of Shares equal to the number of Depositary Receipts held by the Depositary Receipt holder at the Record Date. The Depositary Receipt holder may exercise the voting right at his or her own discretion. STAK AAG is not liable for the voting behaviour of a Depositary Receipt holder or the consequences thereof. STAK AAG is also not liable for the casting of a vote in accordance with a voting instruction as explained below. Depositary Receipt holders do not have to apply for a voting proxy from STAK AAG. By virtue of registration for the General Meeting, Depositary Receipt holders are deemed to have acknowledged receipt and acceptance of the voting proxies. With due regard to the relevant statutory provisions, the STAK AAG articles of association and the STAK AAG trust conditions, STAK AAG may revoke and/or limit voting proxies at any time prior to the voting on one or more items at the General Meeting. 

Registration for admission
Shareholders or Depositary Receipts holders who wish to attend and/or vote at the General Meeting either in person or represented by a third party, are required to notify ABN AMRO Bank N.V. (“ABN AMRO Bank”) through www.abnamro.com/shareholder or via their intermediary. Notification can take place as of 2 May 2018, until 22 May 2018 17:30 (CET). Each such person is requested to include all required details in order for ABN AMRO Bank to be able to, among other things, verify his or her voting and/or attendance rights in an efficient manner. 

On 23 May 2018 at 11:00 (CET) at the latest, the intermediary in whose accounting systems the holders of Depositary Receipts are registered must provide a statement to ABN AMRO Bank via https://corporatebroking.abnamro.com/cbp/intermediary that the number of Depositary Receipts that have been registered for attendance of and/or voting at the General Meeting in accordance with the above, are listed in the name of the holder in its accounting systems on the Record Date. In addition, the intermediaries are requested to include the full address details of the relevant ultimate beneficial holders in order to be able to verify the holding on the Record Date in an efficient manner.

Attendance by third-parties
A shareholder or Depositary Receipt holder, who wishes to authorise STAK AAG, the notary (René Clumpkens of Zuidbroek Notarissen or his deputy) or another third party, to attend and vote at the General Meeting on his or her behalf, shall state that party’s details in the abovementioned registration using the voting form available via www.abnamro.com/shareholder.
 
Proof of registration and identification
Any person who has the right to attend the General Meeting and was duly and timely registered will receive a proof of registration which will also serve as an admission ticket for the General Meeting. Persons who have the right to attend the General Meeting (or their representatives) are required to identify themselves before they are admitted to the General Meeting. These persons are therefore requested to bring a valid identity document (passport, driving license or identity card) along with their proof of registration. 
 
Voting for persons not attending the General Meeting
Any person who has the right to attend the General Meeting and was duly and timely registered may submit his or her electronic voting instruction to STAK AAG or the notary (René Clumpkens of Zuidbroek Notarissen or his deputy) to vote on his or her behalf via www.abnamro.com/shareholder from 2 May 2018 until 22 May 2018 17:30 (CET). Such person may also submit his or her voting instruction to STAK AAG, the notary (René Clumpkens of Zuidbroek Notarissen or his deputy) or a third party, to vote on his or her behalf via the voting form​ (DOCX 28 KB). Such voting form needs to be received prior to 22 May 2018 17:30 (CET) at the return-address mentioned on the form, together with a confirmation of the intermediary in relation to the number of Depositary Receipts held by such holder of Depositary Receipts at the Record Date.
 
Issued share capital and number of votes
At the date of the Convocation of the General Meeting, the total capital issued by ABN AMRO Group consists of 940,000,001 ordinary shares, and as many voting rights.

Miscellaneous

Arrival at location and registration
In order to facilitate a smooth registration of the votes submitted during the General Meeting, attendees that wish to submit their votes at the General Meeting are requested to register themselves for the General Meeting no later than 13:45 (CET) at the registration desk. After 13:45 (CET) the registration desk will be closed. 
 
Webcast 
The General Meeting will be video webcasted live and in full on 29 May 2018 via www.abnamro.com/shareholdermeeting.  

Contact details

ABN AMRO Group N.V.
Gustav Mahlerlaan 10 P.O. Box 283
1082 PP Amsterdam 1000 EA AMSTERDAM
The Netherlands The Netherlands
 
ABN AMRO Bank N.V.
Department Corporate Broking HQ 7050
Gustav Mahlerlaan 10 P.O. Box 283
1082 PP Amsterdam 1000 EA AMSTERDAM
The Netherlands The Netherlands
corporate.broking@nl.abnamro.com