ABN AMRO Bank N : Minutes of the Extraordinary General Meeting​ 2021

Draft Minutes

Extraordinary General Meeting

ABN AMRO Bank N.V.

24 November 2021

Draft Minutes of the Extraordinary General Meeting ABN AMRO Bank N.V.

ABN AMRO Head Office, Gustav Mahlerlaan 10, Amsterdam

(These minutes are a concise record of the proceedings at the meeting.)

Wednesday, 24 November 2021, start at 3.00 pm

Draft minutes of the Extraordinary General Meeting of ABN AMRO Bank N.V. of 24 November 2021

Agenda

1. Opening and announcements
2. Corporate Governance
   Change to the corporate governance structure (for discussion)
3. Composition of the Executive Board
4. 1. Introduction of Dan Dorner as a prospective member of the Executive Board with the job title Chief Commercial Officer of Corporate Banking (CCO Corporate Banking) (for discussion)
   2. Introduction of Choy van der Hooft-Cheong as a prospective member of the Executive Board with the position of Chief Commercial Officer of Wealth Management (CCO Wealth Management) (for discussion)
   3. Introduction of Gerard Penning as a prospective future member of the Executive Board with the job title Chief Human Resources Officer
      (CHRO) (for discussion)
5. Closing

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Draft minutes of the Extraordinary General Meeting of ABN AMRO Bank N.V. of 24 November 2021

Those present:

The Supervisory Board:

Mr De Swaan (Chair of the Supervisory Board, Chair of the Selection and Nomination Committee and Chair of this Extraordinary General Meeting)

The new members of the Executive Board to be appointed:

Ms van der Hooft-Cheong

Mr Dorner

Mr Penning

The Executive Board:

Mr Swaak (Chair of the Executive Board)

The meeting Secretary:

Ms Dorsman

The civil-law notary responsible for overseeing the voting:

Mr Clumpkens of Zuidbroek Notarissen

The Employee Council:

Ms Bosman (virtual presence)

The shareholders and depositary receipt holders:

Eight shareholders and depositary receipt holders, jointly representing 56.3% of the issued capital of ABN AMRO Bank N.V., were present or represented at the meeting.

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Draft minutes of the Extraordinary General Meeting of ABN AMRO Bank N.V. of 24 November 2021

1. Opening and announcements

Ladies and gentlemen, esteemed shareholders and depositary receipt holders. I now open the meeting and welcome you to what is once again a virtual general meeting. Present at the meeting: Robert Swaak as CEO, Hanneke Dorsman as Secretary of this meeting and myself, Tom de Swaan, as Chair of the Supervisory Board. The three of us are physically present at the ABN AMRO location. Arlene Bosman is present on behalf of the Employee Council. However, she is virtually present via a live connection. Today we are discussing the new governance structure and would like to introduce three new members of the Executive Board to you. The new Executive Board members of ABN AMRO are all physically present. Welcome to Dan Dorner, Choy van der Hooft-Cheong and Gerard Penning.

I would like to start by drawing your attention to some procedural matters. As I mentioned, we have decided once again to avoid any possible health risks by holding this meeting in virtual form as permitted under the temporary emergency law. We are of course also doing this to act as closely as possible in conformity with the measures announced by the outgoing government a fortnight ago. This means that no visitors are present, and shareholders or depositary receipt holders are not here in person but only virtually. However, you will be able to ask questions via the live chat function. We have gained experience with this on our website. The meeting is in Dutch as usual, but there is also a simultaneous translation into English on the ABN AMRO website. The entire meeting is being recorded so that minutes can be taken. They will be posted on the ABN AMRO website no later than 22 February 2022 and will remain available for comment for three months. I note that the shareholders and depositary receipt holders have been given notice of the meeting in accordance with the statutory requirements and the articles of association, and that no resolutions have been proposed by shareholders or depositary receipt holders.

First, a brief explanation of the meeting procedure. There are no agenda items to be voted upon. There are only agenda items for discussion and information purposes. We aim to give all shareholders and depositary receipt holders who have registered in time for the meeting the opportunity to ask questions and make comments. If you wish to ask questions via live chat during the meeting, please do so as soon as possible so that we can answer them when the relevant agenda items are being handled.

Also, we will indicate in good time when we are about to close the live chat. Prior to this meeting, we received questions from VEB and PGGM. We will answer those questions first when covering each agenda item. VEB and PGGM will be enabled to speak live and ask follow-up questions through a telephone connection if they wish. Once we have dealt with those questions from VEB and PGGM, we will answer the questions asked during the

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Draft minutes of the Extraordinary General Meeting of ABN AMRO Bank N.V. of 24 November 2021

meeting by participants via the live chat. I now close item 1 and move on to item 2, corporate governance.

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