Corporate governance documents

The following documents are relevant in connection with the Prospectus and are or will become effective as of the dates set out below.

Relationship Agreement

The Relationship Agreement was entered into by and between ABN AMRO Group N.V. and stichting administratiekantoor beheer financiële instellingen (NLFI) on 10 November 2015 but will only enter into effect as of the first (as-if-and-when-delivered) trading date of the depositary receipts for shares in ABN AMRO Group N.V. on Euronext Amsterdam (subject to certain terms having immediate effect as of 10 November 2015).

Relationship Agreement (English)

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Corporate Governance documents

The following documents have been approved by the relevant corporate bodies of ABN AMRO Group N.V. and ABN AMRO Bank N.V., and will become effective as of Settlement of the IPO:

Articles of Association ABN AMRO Group NV official text (Dutch)

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Articles of Association ABN AMRO Group NV unofficial translation (English)

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Rules of Procedure Supervisory Board ABN AMRO Group NV and ABN AMRO Bank NV official text (Dutch)

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Rules of Procedure Supervisory Board ABN AMRO Group NV and ABN AMRO Bank NV unofficial translation (English)

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Rules of Procedure Managing Board ABN AMRO Group NV and ABN AMRO Bank NV official text (Dutch)

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Rules of Procedure Managing Board ABN AMRO Group NV and ABN AMRO Bank NV unofficial translation (English)

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Policy on bilateral contacts with shareholders official text (English)

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Comply or explain list Dutch Corporate Governance Code official text (Dutch)

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Comply or explain list Dutch Corporate Governance Code unofficial translation (English)

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Foundation documents

The articles of Stichting Administratiekantoor Continuïteit ABN AMRO Group (the "Foundation AAG") are included in the Foundation AAG's deed of incorporation dated 20 July 2015 (the "Foundation AAG Articles"). The terms and conditions governing the depositary receipts (the "DR Terms") will become effective as of Settlement of the IPO.

Foundation AAG Articles official text (Dutch)

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Foundation AAG Articles unofficial translation (English)

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DR Terms official text (Dutch)

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DR Terms unofficial translation (English)

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Disclaimer

This document and the information contained herein are not for distribution in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the “United States”), Canada, Australia or Japan.  This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities (the “Shares”) of ABN AMRO Group N.V. (the “Company”) in the United States.  The Shares of the Company have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Any sale in the United States of the securities mentioned in this communication will be made solely to “qualified institutional buyers” as defined in Rule 144A under the Securities Act. 

In any EEA Member State that has implemented Directive 2003/71/EC, as amended (together with any applicable implementing measures in any member State, the “Prospectus Directive”), this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This document does not constitute a prospectus within the meaning of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and does not constitute an offer to acquire securities. Any offer to acquire Shares will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in the Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost from the Company or through the website of the Company.
In the United Kingdom, this communication is only being distributed to, and is only directed at, and any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, “qualified investors” (as defined in section 86(7) of the Financial Services and Markets Act 2000) (i) who are persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as “relevant persons”).  Persons who are not relevant persons should not take any action on the basis of this communication and should not act or rely on it.