Shareholder structure

STAK AAB

STAK AAB is independent from ABN AMRO and holds shares in ABN AMRO's issued share capital. It has issued depositary receipts (certificaten) representing these shares, which are traded on Euronext Amsterdam. Issuing depositary receipts is mainly a protective measure. Normally, holders of depositary receipts have almost the same rights as shareholders: they can attend general meetings, vote at these meetings and receive dividend if ABN AMRO distributes this. In principle, STAK AAB gives a power of attorney to depositary receipt holders to exercise voting rights on the underlying shares and does not vote on the shares itself, unless the holders ask STAK AAB to do so.

In certain hostile situations, as described in section 2:118a of the Dutch Civil Code, STAK AAB can refuse or revoke powers of attorney for up to two years.In such cases, STAK AAB will vote itself and focus on the interests of ABN AMRO, its businesses and affiliated companies, customers, savers, deposit holders, shareholders, depositary receipt holders, employees, and society.

STAK AAB also aims to promote information exchange between ABN AMRO and the holders of depositary receipts and shareholders. For example, it organises a meeting of depositary receipt holders before every general meeting. STAK AAB reports on its activities at least once a year. The latest report is for the year 2023.

For more information about the structure, activities of STAK AAB, articles of association, trust conditions, and meetings of depositary receipt holders, please visit the website of STAK AAB.

NLFI

The Dutch State owns shares in ABN AMRO through NLFI. NLFI was created to prevent the Dutch Minister of Finance from having conflicting roles as a shareholder and regulator, and to avoid unwanted political influence.

NLFI issued depositary receipts for ABN AMRO shares to the Dutch State. NLFI manages these shares and exercises all rights under Dutch law, including voting rights.However, material or principal need approval from the Dutch Minister of Finance, who can also give binding voting instructions for these decisions. NLFI cannot sell or encumber the shares without authorisation from the Dutch Minister of Finance.

NLFI has a relationship agreement with ABN AMRO (the Relationship Agreement) for selling its remaining shares. The Relationship Agreement will end if NLFI (directly or indirectly) holds less than 10% of ABN AMRO’s issued share capital, except for a few clauses that will not end under any circumstances.

The Relationship Agreement includes, among other things, and subject to certain conditions:

• NLFI's right to advise the Supervisory Board on the (re)appointment of members of the Executive Board and the chairman of the Executive Board or the Supervisory Board, and to advise the Executive Board on the appointment of the external auditor.

• ABN AMRO's obligation to convene a General Meeting within 60 calender days of NLFI's request and NLFI's right to put items on the agenda for a General Meeting, subject to the Articles of Association.

• NLFI’s obligation to sell-down through STAK AAB.

• Certain orderly market arrangements.

• Certain information rights for NLFI as long as it holds at least 15% of the shares in ABN AMRO as further described on this page.

For more information about the Relationship Agreement, please refer to the full text. Note that the definition of "Shares" in the Relationship Agreement also includes depositary receipts for shares in ABN AMRO that NLFI may hold and that are issued under the STAK AAB Trust Conditions.