Convocation Extraordinary General Meeting

Article tags:
  • Investor Relations

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 11 September 2025 at 14:00 CET at ABN AMRO’s head office, Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands.

This Extraordinary General Meeting will be held in person. It is not possible to attend the meeting virtually. As a shareholder or depositary receipt holder, you can attend and vote during the Extraordinary General Meeting, or you can exercise your voting rights by providing an electronic or written proxy with voting instructions in advance. For further information and instructions please refer to information below or the section ‘Additional information’ in the Convening Notice.

Shareholders and depositary receipt holders are invited to the Extraordinary General Meeting to vote on the appointment of Daniel Hartert 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/generalmeeting. A recording of the Extraordinary General Meeting will be available for viewing afterwards. The meeting documents are available on this website as well.

Important dates

Record date

14 August 2025

Registration for attendance

From 15 August 2025 up to 4 September 2025, 17:30 CET

Proxy

Before 4 September 2025, 17:30 CET.

Intermediary statement

Before 5 September 2025, 12:30 CET

Registration in person voting

Before 11 September 2025, 14:00 CET

Meeting documents

  1. this convening notice for the Extraordinary General Meeting, including agenda and explanatory notes; Dutch translation;

  2. the collective profile of the Supervisory Board;

  3. the individual profile for the vacancy to be fulfilled;

  4. the position statement of the Employees Council for the proposed appointment.

Depositary receipt holders and voting proxies – STAK AAB

The board of Stichting Administratiekantoor Continuïteit ABN AMRO Bank (STAK AAB) hereby announces that it has passed a resolution under which all depositary receipt holders receive a voting proxy for the Extraordinary General Meeting. Depositary receipt holders may exercise the voting right as they see fit. STAK AAB is not liable for how a depositary receipt holder votes or for the consequences thereof. Nor is STAK AAB responsible for voting in accordance with a voting instruction. Depositary receipt holders do not have to apply for a voting proxy from STAK AAB. By registering for the Extraordinary General Meeting depositary receipt holders are deemed to have accepted their voting proxy. Subject to the relevant statutory provisions and to STAK AAB’s articles of association and trust conditions, STAK AAB may revoke and/or limit voting proxies at any time prior to the voting at the Extraordinary General Meeting.

Record date

The record date for this Extraordinary General Meeting is 14 August 2025 (Record Date). Every person who has been registered as a shareholder or depositary receipt holder after all book-entry settlements of the Record Date have been processed, is entitled to vote at and/or attend the Extraordinary General Meeting upon registration as further described below.

The registers showing those entitled to shares or to depositary receipts on the Record Date are (designated for this purpose by the Executive Board):

  • as regards ordinary registered shares in the share capital of ABN AMRO: the relevant register of shareholders kept by ABN AMRO;

  • as regards depositary receipts: the records of the intermediary as defined in the Dutch Securities (Bank Giro Transactions) Act (Wet Giraal Effectenverkeer).

Registration for attendance

Registration is open from 15 August 2025 up to 4 September 2025, 17:30 CET. Every shareholder and depositary receipt holder who wishes to attend and/or exercise its voting rights at the Extraordinary General Meeting is required to register with ABN AMRO (Corporate Broking & Issuer Services) at www.abnamro.com/evoting or through its intermediary, and choose one of the following options for attendance and/or voting:

  1. in person; or

  2. by giving voting instructions via electronic or written proxy.

By no later than 5 September 2025, 12:30 CET, the intermediary in whose records the depositary receipt holders are registered must supply ABN AMRO (Corporate Broking & Issuer Services) with a statement via www.abnamro.com/intermediary. This statement must include the number of depositary receipts or shares registered for exercise of the rights of attendance of and/or voting at the Extraordinary General Meeting registered in the name of the holder in the intermediary’s records at the Record Date. In addition, it is requested that the intermediary includes the full address details of the relevant ultimate beneficial owner to enable ABN AMRO Corporate Broking & Issuer Services to efficiently verify their interest on the Record Date.

Attendance and voting in person (option 1)

Shareholders and depositary receipt holders who are entitled to attend the Extraordinary General Meeting and have registered correctly and on time will receive a registration certificate that also serves as an admission ticket to the Extraordinary General Meeting.

To ensure smooth registration of the votes cast during the Extraordinary General Meeting, attendees who wish to vote during the Extraordinary General Meeting are requested to register for the Extraordinary General Meeting no later than 14:00 CET at the registration desk. In addition to presenting the registration certificate, attendees are requested to identify themselves at the meeting with a valid ID (passport, driving licence or identity card).

During the meeting you can cast a vote with your own tablet or smartphone. At the registration desk of the Extraordinary General Meeting you will receive your Meeting ID, username and password. Please go to https://web.lumiagm.com, and enter the provided Meeting ID. You will also be prompted to enter a username and password. During the Extraordinary General Meeting, you will be able to use ABN AMRO’s open Wi-Fi network. Please make sure your smartphone or tablet is sufficiently charged and that you have installed the most recent version of your internet browser and operating system on your smartphone or tablet.

If you come by car, you can park your car at ABN AMRO either at ABN AMRO’s head office (Gustav Mahlerlaan 10, Amsterdam), or in a nearby car park. In the latter case, you will be issued with a free exit ticket. You do not need to inform us of your car’s registration number beforehand.

Voting instructions via electronic or written proxy (option 2)

Any person who is entitled to vote at the Extraordinary General Meeting and has been duly registered in good time may submit his or her electronic voting instruction or voting form via www.abnamro.com/evoting or via https://www.abnamro.com/generalmeeting to the civil-law notary (Niels Wolswijk or a deputy of Bart Jan Kuck of Zuidbroek Notarissen) or STAK AAB from 14 August 2025 until 17:30 CET on 4 September 2025, to vote on their behalf. The written voting form needs to be received at the return address specified on the form no later than 4 September 2025, 17:30 CET, together with a confirmation from the intermediary in relation to the number of depositary receipts held by the depositary receipt holder on the Record Date. Electronic voting instructions can be submitted until 4 September 2025, 17:30 CET.

The voting form can be downloaded here and is available in English and Dutch.

Questions before and during the Extraordinary General Meeting

It is requested that shareholders and depositary receipt holders who wish to ask questions about items on the agenda submit their questions one week prior to the Extraordinary General Meeting where possible, and in any case no later than three business days prior to the Extraordinary General Meeting. These questions can be sent by email to: generalmeeting@nl.abnamro.com. ABN AMRO will answer these questions - thematic or clustered - during the Extraordinary General Meeting, in addition to questions received from the audience. For the avoidance of doubt, this option is solely available for shareholders and depositary receipt holders who are registered as such after all book-entry settlements of the Record Date have been processed on the Record Date.

Miscellaneous

Issued share capital and number of votes

On the day of the convocation of the Extraordinary General Meeting, the total issued share capital of ABN AMRO amounts to 833,048,566 ordinary shares, of which 833,048,566 ordinary shares with voting rights.

Webcast

The entire Extraordinary General Meeting can be followed live in Dutch and in English via video webcast at www.abnamro.com/generalmeeting. A recording of the Extraordinary General Meeting will be available for viewing afterwards.

Language

Please note that a Dutch translation of this convening notice is also made available. In case of a conflict between this English version and its Dutch translation, the English version prevails.

Contact details

ABN AMRO Bank N.V.

Gustav Mahlerlaan 101082 PP Amsterdam

P.O. Box 283 1000 EA Amsterdam

Corporate Broking & Issuer Services

HQ 7212 Gustav Mahlerlaan 10 1082 PP Amsterdam

P.O. Box 283 1000 EA Amsterdam