Dutch State to sell depositary receipts in ABN AMRO Group

Press release -

ABN AMRO Head Office

Stichting Administratiekantoor Beheer FinanciĆ«le Instellingen (NL Financial Investments, “NLFI”), on behalf of the Dutch state, today announced the intention to sell up to 65 million of depositary receipts (“Depositary Receipts”) representing ordinary shares in ABN AMRO Group N.V. (“ABN AMRO Group”). These Depositary Receipts represent approximately up to 7% of the share capital of ABN AMRO Group.

NLFI will offer the Depositary Receipts by way of an accelerated book building offering to qualified investors (the “Offering”).

Following the settlement, the stake of NLFI declines from 77% to 70%. NLFI has previously announced that it intends to divest its remaining stake in ABN AMRO Group over time.

Furthermore, NLFI has undertaken to the joint bookrunners that the remaining shares in ABN AMRO heldby NLFI will be subject to a lock-up period of 90 calendar days following the settlement. This lock-up may be waived by the joint bookrunners at their sole discretion.

This document does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities ( the “Securities”) of ABN AMRO Group N.V. (the “Company”) in the United States. The Securities 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.

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