ABN AMRO Bank N : Minutes of the annual general meeting 19 April 2023 (English)

Minutes

General Meeting of Shareholders of ABN AMRO Bank N.V. 19 April 2023

ABN AMRO Head Office, Gustav Mahlerlaan 10, Amsterdam 14:00 - 17:30

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

1 Opening and announcements

Chair

Ladies and gentlemen, it has now gone two, and those of you who are familiar with my strong liking for punctuality will know that can't be right because it says we start at two o'clock. So I'll just set the clock back five minutes. A warm welcome to you all, shareholders, depositary receipt holders, and I now open the meeting. We are gratified to see such a good turnout for this shareholders' meeting, and we hope we make it a good one. On behalf of ourselves, ABN AMRO, and the Supervisory Board, I can inform you that the full board is present. First of all, on my left, Arjen Dorland, vice-chair of the Board and chair of the Remuneration Committee, Sarah Russell as Chair of the Audit Committee, Anna Storåkers as Chair of the Risk and Capital Committee, Mariken Tannemaat. Behind them, Michiel Lap and Laetitia Griffith, right behind me, and myself, Tom de Swaan, as Chair of the Supervisory Board. The following board members are present on behalf of the Executive Board, some on stage and some in the front row of the hall: Robert Swaak, who you all know, Lars Kramer, CFO, Tanja Cuppen, Chief Risk Officer, Carsten Bittner, there in the front row, Chief Innovation and Technology Officer, Dan Dorner, Chief Commercial Officer Corporate Banking, Choy Van der Hooft, Chief Commercial Officer Wealth Management and Annerie Vreugdenhil, Chief Commercial Officer Personal & Business Banking. Hanneke Dorsman, General Counsel and Company Secretary is acting as secretary to this meeting. Wouter Devriendt, the proposed new member of the Supervisory Board, is present for introduction, and Ferdinand Vaandrager, here in the front row, is nominated as CFO and Executive Board member on an interim basis. Present on behalf of EY is Bernard Roeders, and for the Employee Council we have Arlene Bosman, the Council's chair. Notary Bart Jan Kuck of Zuidbroek Notarissen is here to oversee the proper conduct of voting during this meeting.

I would now like to draw your attention to some procedural matters. Shareholders and depositary receipt holders are attending this General Meeting physically or remotely, and it was also possible to exercise voting rights by electronic or written proxy. As you can hear, the meeting is being conducted in Dutch. As usual, ABN AMRO will broadcast this meeting live via a webcast on its website in both Dutch and English. An audio recording of the entire meeting will be made for taking minutes and these minutes will be available for comment on ABN AMRO's website for three months from 18 July at the latest. The minutes will then be adopted in accordance with the articles of association, and signed by the secretary and myself.

I note that as the shareholders and depositary receipt holders have been given notice of the meeting in accordance with the statutory requirements and the articles of association, the meeting can pass valid resolutions, and that no resolutions have been proposed for this meeting by the shareholders or depositary receipt holders.

I would now like to give you a brief explanation of the meeting procedure. You had the opportunity to read the agenda in the convening notice, and some agenda items consist of several parts, such as agenda item 2. That comprises Hendrik's points 2(a) to 2(h). I intend to first deal as much as possible with all the parts and presentations under each individual agenda item in succession. At the end of those presentations, we will answer the questions related to them as a whole. At least on agenda item 2, this will be the case after Ernst & Young's presentation. Since agenda item 2(f) is presented to you for an advisory vote, you will also have the opportunity to ask questions about the 2022 remuneration report in advance. We believe that this gives you a good and complete overview. As is customary, we aim to allow all shareholders and depositary receipt holders to follow the meeting and participate actively. We will start by answering the questions we received in advance for each agenda item. After that, we will answer the questions for each agenda item that the participants have asked during the meeting via the live chat and here in the hall. Please feel free to ask questions during the meeting using the live chat. We request that you do this as soon as possible at the beginning of the relevant agenda item. Of course, you can also ask questions before then. More general questions will be included in any other business

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where possible. And, as always, we aim to allow all participants to ask their questions. At the same time, we need to keep an eye on the timetable. To give everyone a chance, we ask you to restrict yourself to no more than three questions per agenda item during the meeting. You have the opportunity to cast your vote throughout the meeting, and as you see, I don't know exactly where you see it, but obviously you can see it somewhere, voting is already open now. Voting will remain possible until the conclusion of agenda item 10. That will be the last item on the agenda to be put to the vote, after which the results will be announced. That takes us to the end, ladies and gentlemen, shareholders and depositary receipt holders, of the procedural explanations.

But before giving the floor to Robert for the Executive Board report, I would like to touch on some current issues. I am not telling you anything new when I say that 2022 was an extremely tumultuous year, just like the preceding years which were marked by Covid. The war in Ukraine continues, resulting in a great deal of humanitarian suffering. The Covid pandemic is now officially over, and we hope and pray it will stay that way, but our economy is facing substantially higher energy prices and high inflation. Fortunately, both the European and Dutch economies have proved resilient: more resilient than expected. But we do expect somewhat slower growth in the economy over the course of this year. We are not alone in that, and remain cautious about the longer-term effects of inflation. In the recent turmoil in the financial markets following specific problems at a number of banks, particularly regional banks in the United States and at one bank in Switzerland, the regulators have, we believe, acted energetically and appropriately. It is good to see that European banks with significantly better capital positions and conservative liquidity management appear to be in good shape. And it also seems that calm has now returned to some extent. Famous last words: but we will of course continue to closely monitor developments.

We realise that continuing high inflation in particular is making its mark on society and impacting our clients and - accordingly - you. We are also very aware of the sustainability challenges we face as a society, especially on climate and the role we as a bank can and want to play. Under agenda item 2, we will return in detail to both climate and our social engagement. Our people, and I want to emphasise this very strongly, play a crucial role in giving our clients the very best service in these troubled times. Not only is society changing: so is our bank. This brings challenges for our staff. And I am sure the chair of the Employee Council will return to that, and so will Robert. Despite these sometimes difficult circumstances, and for this I am very grateful, they remain fully committed to our clients. On behalf of my colleagues on the Supervisory Board, I would like to offer them my warmest thanks.

That takes me to the end of my introduction and agenda item 1 of the meeting. We now turn, ladies and gentlemen, to agenda item 2(a), the discussion of the Executive Board report. For that, I gladly give the floor to my right-hand neighbour Robert Swaak.

2. Integrated annual report and corporate governance

2.a Report of the Executive Board for 2022 (discussion item)

Mr Swaak

Thank you, Tom, and good afternoon to you all. On behalf of the Executive Board, I will comment on the activities and results of the past year, once my microphone is turned on, thanks.

Looking at key developments 2022, as Tom has already said, the world has changed enormously in the past year. Early last year, when we were just beginning to put that Covid pandemic behind us, we were rocked by that terrible war in Ukraine. And that war and its attendant horrors goes on and on. Still, I repeat anyway, even at this meeting, that our thoughts remain with all those affected by this war. ABN AMRO's direct exposure to Russia was

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very limited. Second-order effects as we call them, such as higher energy and food prices, sanctions on trade with Russia and cybersecurity concerns did however make their mark on society and the economy over the past year. And as a bank, we operate in a world where these geopolitical, economic and climate developments and the aftermath of the pandemic cannot be separated. But last year, we continued to focus on priorities I shared with you earlier: the execution of our strategy, our licence to operate and our culture. Developments over the past year show that we made the right strategic choices in 2020, including improving the bank's risk profile by winding down the non-core business bank. The bank has been transformed into three client units, a far-reaching operation including, as Tom mentioned, for our colleagues. Against a difficult background, all client units achieved better results. Sustainability, a much-discussed topic in all its facets, climate, circular and social, is becoming increasingly integrated into the bank. We published our climate strategy and joined the Net-Zero Banking Alliance. But we were also the market leader in mortgages and we announced and completed our first share buyback programme. To make our bank futureproof we also worked hard on matters such as strengthening the foundation for data and digitalisation. We have also made progress with our AML remediation programmes, our remedial work. We remain focused on our role as gatekeepers in completing ongoing remediation programmes. Culture change is and will remain a key priority precisely to continue accelerating the execution of our strategy. Culture and the associated responsibility and accountability are vital to the bank's valuable and healthy future. The bank operates from a strong position with a clear profile, a clear strategic focus and a very strong capital and liquidity position. If we then zoom in on the next slide on the results: there, too, it was clear that 2022 showed a sharp improvement in profits after the first half of the year. Interest income was still under pressure due to negative interest rates; we saw it rise in the second half of the year and also saw commission income increase. Costs remained under control last year, and we achieved our cost target in 2022 despite the high cost of fighting financial crime and inflation. Loan impairments were very low despite increasing uncertainty around the economy, and all this resulted in a much improved return on equity of almost nine per cent (9%). We are and will remain a strongly capitalised bank with a substantial liquidity buffer that can cope well with economic headwinds. For 2022, we propose a dividend totalling ninety-nine cents (€0.99) per share. We also announced another share buyback programme in February, which will be completed next week.

We also made progress on our non-financial targets. The market share in new mortgages rose from sixteen per cent (16%) to seventeen per cent (17%). And if we then look at the digitisation of key processes within the bank, we see we are well on our way to our target of ninety per cent (90%). Currently, two-thirds of our processes are already what is called straight-through processing. In the past year, the transformation impacted our NPS and employee engagement scores, which was definitely noticeable. As we increasingly become a personal bank in a digital age, the digital experience remains the most valued element of our client service alongside expertise. Our relational NPS for mortgages and SMEs continues to be influenced by sentiment around branch closures and, to a lesser extent, rate increases and general sentiment. We aim, and we will continue to aim to further increase the Net Promoter Score and employee engagement in the coming years. Diversity is and remains a key strategic issue. We want our people to reflect society and for everyone to feel free to express themselves. It is important for our clients. It is important for our people, and allows us to attract talents, but more importantly, it allows us to retain them. The number of women in our sub-top, our strategic goal, rose from thirty per cent (30%) to thirty-one per cent (31%) in 2022, and later I will return to the sharp rise in sustainable asset volume, as we also express it.

Looking forward to the current year, as Tom said, things have calmed down a bit in the financial markets after some rather turbulent weeks last month. Developments in the recent period highlight the importance of trust in banks. We fully realise this and work hard every day to be that futureproof bank that deserves society's trust. In the coming year, we will appoint a Chief Operating Officer responsible for further strengthening operational performance and strategy execution and accelerating transformation. And, of course, in the coming year we will continue to focus on executing the strategy I mentioned earlier, including further growth in the focus segments. As I just mentioned, it is also important to keep improving NPS, client satisfaction, and employee engagement. Our cost discipline will continue to be important in this year, 2023.

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In conclusion, it was another dynamic year, marked by war, but also one in which we were able to move forward as a bank. We want to be a personal bank in this digital age and have taken clear steps in that direction. Revenue increased in 2022. Costs, including risk costs, remained under control. We also again made progress with our non-financial targets. The commitment and expertise of our colleagues are at the heart of how we serve our clients. In the past year, just to reiterate, our employees faced a good deal of uncertainty and change, professionally and personally, while working tirelessly to continue serving our clients consistently. I am proud of how they consistently put our clients' interests first. Still, I would also like to take a moment to reflect on Lars's departure. You see, he's now wearing a headset, looking up, and wondering what comes next. [In English:] Yes Lars, it is going to come. Lars, as our CFO in 2020, I do not know why I am starting to talk English, [In Dutch:] he has the translation, so I'll just continue in Dutch now. You were also responsible for a significant part of the CITO portfolio in the transfer we were doing at that time. You were and still remain a driving force behind implementing our strategy. You have contributed to constructive relationships with our shareholders and other stakeholders as well. Thank you for your leadership. Thank you for your contribution. Thank you for what you have meant to the bank. Thank you.

Mr Kramer

Much appreciated Robert. Thank you. I will follow the progress of this bank very, very closely going forward.

Mr Swaak

I would not have expected otherwise. Thanks. Also in the past year, and I would very much like to end here, our clients have given us their trust. As I said, we will continue to engage in that world of change to better serve our clients and continuously provide better service to our clients. Like all my colleagues, my main motive is to live up to the trust of our clients and society. Thank you.

Chair

Thank you Robert. As you can imagine, I will also return to Lars's departure later, as I have to tell you that one of my colleagues is also sadly leaving us. I'll return to that at the end of the meeting if there are no objections.

2.b Sustainability (discussion item)

Chair

I would now like to move on to item 2(b) of the agenda. That is the sustainability item. We want to pay a lot of attention to that because we consider it very important. In our view, sustainability directly impacts business operations, i.e., clients and the bank's performance in the longer term. Our responsibility to future generations is at the heart of our purpose as a bank. That sustainability is embedded in the bank's strategy. The Supervisory Board oversees that policy and strategy as set and discussed with the Executive Board. Time and again, we have put sustainability on the agenda, asked questions, and monitored the issue's progress. We have made, I think, very important steps in this area in 2022. In December, for instance, as you all know, we published the climate strategy. The plan describes how we align some of our portfolios and operations with the one-and-a-half per cent (1.5%) scenario, with initial interim targets in 2025 on the way to a net zero target in 2050. And, of course, we are more than aware that this is only the beginning. Plans for a number of sectors will follow this year, and within thirty-six (36) months, we will have set targets for our entire loan book and will remain in continuous dialogue on this, which we greatly value, with our stakeholders and review our targets every year. And that makes sense because developments in this field are continuing apace and even getting faster. In the past year, too, we were once again confronted with the effects of climate change in many places worldwide. According to the UN Environment Programme, we are currently on course for global warming of two point eight per cent (2.8%), significantly above the one-and-a-half per cent (1.5%) target of the Paris Agreement. We are also depleting our resources far too quickly and losing plant and animal species. We also see the challenge and

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inequality in society increasing and human rights being further put at risk. The call for change from society is getting louder and louder. Companies increasingly face external pressure to operate more sustainably, from investors, clients, the government and not least NGOs. Our employees are also becoming more discerning about where they want to work, and I welcome that. On the other hand, the transition to a more sustainable society and economy offers commercial opportunities for sustainable solutions that will call for large investments. For instance, homeowners will need to be encouraged to participate in the energy transition, and that is where ABN AMRO comes in, as a financier of the energy transition and a major mortgage lender. I believe we have made significant progress on sustainability in recent years. About forty per cent (40%) of our clients' investments now consist of ESG and sustainable investments. All our mortgage advisers are trained to enter into a dialogue with homeowners about making their homes more sustainable. I have attended a few of these talks and can assure you they are being held in depth. It's very good how our people are working on that. We also help companies become more sustainable through the ABN AMRO Groenbank, green bonds and sustainability-linked loans. And in the next couple of years, we will set up a robust and data-driven client process for corporate clients that will lead to a more structural dialogue about reducing those clients' carbon emissions. Client emissions must match the targets we as a bank set for a sector and align with the net-zero target in 2050. Moreover, a detailed explanation of our strategy, performance and sustainability objectives can be found in the strategy, value creation, performance and sustainability risk section of the Integrated Annual Report. Given the importance of the subject, Robert will be happy to explain further. So, Robert, you have the floor.

Mr Swaak

Thank you, Tom. You rightly say that in all these years, sustainability has been at the heart of the bank's strategy and also in its purpose, 'Banking for better, for generations to come'. And nobody needs to be told that this affects all our stakeholders, clients, employees, society and investors. Therefore, that strategy remains focused on creating long-term value for all stakeholders. We focus on helping our more than five million (5,000,000) clients, both consumer and corporate, become more sustainable because this is where we can have the biggest impact. Examples abound: making their real estate more sustainable, making their business more sustainable, their investments, and, of course, we also make our own operations more sustainable. Not because that is where the biggest impact is found, but because it is and will continue to be necessary. In this way we can gain knowledge and experience that will in turn benefit us when we have discussions with clients. That is how we continue to contribute to that sustainability transition. We accelerate where we can and continue to focus on those familiar themes of climate change, circular economy and social impact, three pillars of our sustainability strategy.

Perhaps I could now offer a few highlights of the past year by theme. As Tom has already explained, we have paid a lot of attention to our new climate strategy. In this plan, we provide insight into how we align some of our portfolios with one-and-a-half (1.5) degree scenarios, how we are supporting the transition to a net-zero economy by 2050, and how we are leading by example as a bank in that transition. The key elements of that strategy are, first of all, that we have joined a global group of banks, really very deliberately chosen the moment we join that Net-Zero Banking Alliance. And with that, we commit ourselves as a bank to a science-based carbon emission reduction plan. We are initially focusing on five sectors: mortgages, commercial real estate, shipping, power generation and oil and gas. Together, these sectors account for sixty-three per cent (63%) of our loan book. The five selected sectors comprise the largest category of loans in our book, mortgages and commercial real estate, or the carbon emission-intensive loans in our book, oil and gas and shipping, in which respect I would note that as a result of our strategy change in 2020, our exposure to those carbon emissions has been significantly reduced by, among other things, parting with the oil and gas assets in the United States. That has reduced our ultimate exposure to those upstream oil and gas activities to one point three billion euros (€1,300,000,000).

Together with our clients, we are committed to reducing energy consumption, increasing the use of renewable sources such as wind and solar energy, investing in new technologies where fossil fuels are still needed in the

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transition process, thereby also ensuring that we can operate more efficiently, that we use CO₂ storage more efficiently. We are tightening up our ambition for the carbon-emission intensity of our clients' investment portfolios. We will invest more in growing companies that ultimately make an impact, including through our Sustainable Impact Fund. We are doubling our investments towards a billion euros (€1,000,000,000). We are also putting additional funding into renewable energy and other carbon-reducing technologies. We want to grow that part of our loan book to at least four billion euros (€4,000,000,000) by 2025, so very concrete targets for ourselves. We are tightening the targets for our own carbon emissions. By 2030, our own organisation should be net zero. Consider, for example, the emissions from our buildings, the commuting and business trips we undertake, and there we are constantly setting an example while also learning from it. Our climate strategy focuses primarily on those five sectors. In the coming years, we will expand our plans to the other sectors. We have also made a roadmap for this: the climate strategy we have published is our starting point. We know we cannot do this alone, so we continue to collaborate with other stakeholders, including banks, by sharing expertise and seeking and promoting cross-sector collaboration between our clients and other partners. In addition to our determination to continue contributing to that net-zero economy in 2050, we are of course also striving for a responsible and, above all, just and socially inclusive transition with respect for human rights. And that takes me to the focus topic of social impact. Along with climate change, social issues have come increasingly to the fore in recent years, first of course with the Covid-19 pandemic, now with higher living expenses, among other things. We as a bank have a responsibility to help clients in financial difficulty where we can and continue to provide access to the financial system as much as possible. Over the past year, rising prices, poverty and financial problems have only increased in the Netherlands. Our one hundred and seventeen (117) budget coaches and debt counsellors were under additional pressure this year to support clients with potential financial problems. In 2022, these budget coaches worked with more than seventy thousand (70,000) households. I mention that number explicitly because we do not usually shout about these matters, but this indicates the extent to which we concern ourselves with the households that affect our bank every day. We also joined the de Nationale Coalitie voor Financiële Gezondheid (National Coalition for Financial Health) with another bank and Deloitte to halve the number of households in the Netherlands with financial concerns. At the same time, we cannot ignore the fact that society is digitising at a tremendously fast pace. And some are more comfortable with that than others. I think we all realise that. Last year, our ninety (90) financial care coaches continued to help people who find digital banking difficult to continue to access the systems. Our coaches helped less able people with these matters. They ensure that both groups continue to have access to banking services, which is particularly relevant as we also eventually had to proceed with the closure of a number of ABN AMRO branches last year. This year, we plan to expand to one hundred and fifty (150) financial care coaches. We also work extensively with various organisations to support some eighty thousand (80,000) clients.

On the business side, we have made progress on human rights. We have strengthened several parts of our due diligence procedures for companies and employment agencies working with migrant workers, which includes requiring certification and conducting additional investigations. This involves issues such as fair pay, and decent working and living conditions among vulnerable migrant workers in the Netherlands. It was also an eventful year in terms of diversity inclusion. As a bank with millions of clients, we believe ABN AMRO should continue to reflect that diversity to keep us closer to our clients. Diversity ultimately leads to more effective decision-making. We have known that for years. For example, in the past five years, we have hired eighty-nine (89) former refugees full-time through our Reboot programme and we apologised last year for our historical involvement in slavery.

As a final focus theme, I would like to inform you about our activities in that circular economy which is, after all, so important to maintain that sustainability transition. Since 2019, we have provided loans for nearly one hundred and ninety (190) circular initiatives, which help reduce pressure on often scarce natural resources. In total, we have committed more than one point seven billion euros (€1,700,000,000) to circular finance, and our target is three and a half billion euros (€3,500,000,000) by 2024. By 2022, we will have provided five hundred and twelve

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million euros (€512,000,000) in funding compared to three hundred and seventy-six million euros (€376,000,000) the year before. The upward trend therefore continues.

Demand for circular deals has been growing steadily in recent years. This comes as no surprise, either. In 2022, the Dutch government included the circular economy in the green scheme, a regulation which could also create opportunities for more financing through ABN AMRO Groenbank. To achieve our goal, we also encourage leasing and products-as-a-service financing that can extend a product's shelf life and reduce waste. We have now mentioned the E for environment. We have also mentioned the S. I also want to talk briefly about G for governance because strong governance is essential to achieving sustainability. We at least intend to ensure that all decision-making within the bank considers our sustainability objectives. We have established a Sustainability Centre of Excellence led by our new Chief Sustainability Officer, Solange Rouschop, partly to oversee the implementation of our sustainability strategy. Last year, the Executive Board established the Group Sustainability Committee with representatives from all relevant departments. That committee assists and supports the Executive Board in carrying out its tasks related to our sustainability strategy. Also, since 30 January this year, ABN AMRO has had a Future Generations Board through which we add greater weight to the interests of our future generations in decision-making and our bank's purpose of banking for better for generations to come.

In short, a clear strategy and goals, and we know where we can and should have an impact for our sustainable society. And we do this not only with our stakeholders, colleagues, clients, and society but also with you as our investors. Thank you.

Chair

Thank you Robert for your interesting and more detailed explanation. Ladies and gentlemen, shareholders, we now turn to the report of the Supervisory Board, item 2(c) of the agenda.

2.c Report of the Supervisory Board for 2022 (discussion item)

Chair

This report is of course included in the 2022 annual report, and you can see an extremely charming photo behind me. I will briefly comment on it. Key focus areas for our board are organic and non-organic growth, execution of the strategy as formulated in November 2020, the climate plan, which we have already reported extensively on, information risk and, in particular cyber risk and the data governance and architecture. Another important topic in 2022 for our board and, of course, for the Executive Board was once again the risk management foundation plan. We received quarterly updates on the implementation of this plan and we intensively monitored how things were going.

Robert also referred to this: we pay a lot of attention to culture and behaviour within the organisation because we believe that is a very important part of pursuing our strategy. We have a cultural change plan in which an integrated approach was developed to strengthen the bank's execution power and responsible risk-taking, balance risks and returns, and avoid overexposures. Progress made with the implementation of the cultural change plan was discussed quarterly. We also discussed the progress of the strategy every quarter. These are key elements that have been discussed and challenged - the buzzword of today - by our board are capacity, turnover, retraining and outsourcing of employees because, as we have emphasised a few times, employees are key to the successful implementation of the strategy. Other topics on the agenda were information security and fraud management. Also, to strengthen governance around cybersecurity and IT, the security and platform committee was set up across the organisation by the Executive Board. In fact, we see that fraud in the financial sector, including in the development of artificial intelligence and the like, is potentially rising sharply, and it is very important to stay on top of it.

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The three CCOs, Wealth Management, Personal and Business Banking and Corporate Banking, gave the Supervisory Board a quarterly update on the situation regarding their part of the bank, focusing on dilemmas and challenges in these client units. Client satisfaction, or Net Promoter Score, and the duty of care to clients were key themes for our board in this regard. As always, risk management was high on the agenda and updates on it included discussing adequate and effective risk management with the Executive Board, particularly the Chief Risk Officer.

As I mentioned, the climate strategy was announced in December and was a key part of the Supervisory Board's discussion. And at every stage, we have been closely involved in all parts of the climate strategy, discussing in particular climate targets and commercial plans for commercial real estate, new energy, asset products, shipping and mortgages, for example. Other key components in this area were carbon emissions from the bank's portfolio and energy transition. And we emphasised and talked at length about the importance of new laws and regulations to enable the bank to meet the goals of the climate strategy.

The four Supervisory Board committees, namely the Audit Committee, the Risk and Capital Committee, the Selection and Nomination Committee and the Remuneration Committee, also discussed various issues, including in preparation for Supervisory Board meetings and decision-making. As well as intensive discussions on the development of financial results, quarterly reports and the annual report, the Audit Committee discussed matters including key audit topics reported by the internal and external auditors. Bank-wide risk reporting and funding and capital requirements were key aspects for the Risk and Capital Committee. The Risk and Capital Committee was also frequently updated by the Detecting Financial Crime department on progress with anti-money laundering remediation programmes. The Selection and Nomination Committee advised the Board on the recruitment, selection and appointment of the new CITO Carsten Bittner and the filling of the vacancy opened by the departure of Lars Kramer. We will discuss this further under agenda item 7. Changes in the staffing of the other board positions were also on the agenda and this committee also dealt with succession plans, talent and leadership development, and the simplification of ABN AMRO's organisational and management structure. The Remuneration Committee, headed by Arjen, advised the Supervisory Board on the remuneration of the new members of the Executive Board, and also discussed the collective bargaining negotiations, where offering employees good remuneration in times of high inflation versus the bank's cost targets was a key discussion point for the committee.

The Supervisory Board maintained active contact with various stakeholders throughout the year, including De Nederlandsche Bank, the European Central Bank, the AFM, STAK ABN AMRO and NLFI. That concludes my remarks on the work of the Supervisory Board.

2.d Employee Council presentation (discussion item)

Chair

Ladies and gentlemen, we now turn to item 2(d), the presentation of the Employee Council. For that purpose, I would like to give the floor to Arlene Bosman, chair of the Employee Council.

Ms Bosman

Ladies and gentlemen, the past year has seen a lot of movement within our workforce. More than eight thousand (8,000) colleagues went through a reorganisation. Most remained employed with us, but their work or place in the organisation changed due to the new service model. As a result of adjusting the structure, the main focus last year was on processes. Now it has to start running, and the Employee Council has an important role in testing whether the new structure works and colleagues can work well within it. Perhaps this task is even more important than advising on the structure itself. The proof of the pudding is in the eating. In other words, it's all about how it

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works in practice. A number of colleagues did leave the bank. Some were made redundant in an effort to reduce our costs and make work more efficient or stop doing it altogether; others left of their own accord. The overheated labour market has clearly had an impact. After a quiet period during the coronavirus crisis, a relatively large number of colleagues have decided to pursue their careers elsewhere. The pressure to meet society's expectations on client files and anti-money laundering has created strong competition among banks for a limited number of available analysts. We have seen people leaving at all levels of the organisation. Of course, it is normal for people to change employers now and then, but a lot of staff turnover affects the people left behind. It causes unrest, especially if they are people a bit higher up in the organisation. As a central works council, we are concerned about the impact of these changes on our employees. We are responsible for looking after their interests and ensuring they feel supported and valued. The bank must continue to invest in the development and well-being of our employees so that they can continue to be fully committed to the growth and success of our organisation. You may have noticed, or perhaps not, that my last three sentences were written by ChatGPT. Perhaps not everyone knows yet what ChatGPT is, so I will explain it in simple terms. ChatGPT is a computer programme capable of generating human-like responses based on what it has learned from human communication. It is trained on huge amounts of text, so it can provide answers to questions, write texts and even chat as if it were a human. This explanation, too, comes from ChatGPT. Now I'll go back to being myself. This new development will perhaps have as much impact as the birth of the internet. What effect this innovation will have within our company is not yet entirely clear. Experiments are already being done within the bank, which is good thing since the world is moving incredibly fast, especially regarding technology. In fact, the development of artificial intelligence is so rapid that a group of eleven hundred (1100) experts have called for a pause to draft regulations. So, if you want to stay relevant as a bank, you simply cannot afford to ignore such an important development as ChatGPT, which does not get easier to pronounce… The same applies to us as the Employee Council. We see the importance of keeping up with important developments. But in doing so, we must not lose sight of our colleagues. Earlier, I talked about the people leaving our organisation. Fortunately, we also manage to connect good people to our bank. Examples include our new CITO Carsten Bittner, and new Supervisory Director Wouter Devriendt. We welcome you and wish you every success. Thank you for your attention.

Chair

I assume that ChatGPT is not writing my words for me and I found Arlene's other words significantly better than those written by ChatGPT. Thanks, Arlene. Ladies and gentlemen, after this explanation by the chair of the Employee Council, we turn to item 2(e) of the agenda, Corporate Governance.

2.e Corporate Governance (discussion item)

Chair

You may have seen a detailed explanation of ABN AMRO's corporate governance structure in the leadership and governance section of the annual report. Good corporate governance is crucial to achieve objectives and to be a reliable and professional partner for all stakeholders, whether they are clients, shareholders or anything else. And as already noted a few times, there have been some changes in the board's composition. Our former CITO, Chief Innovation and Technology Officer, as it was then called, Christian Bornfeld, left to return to Denmark, his home country, and Carsten Bittner took up the position of CITO from 1 January 2023. And our former Chief Human Resources Officer Gerard Penning left the bank by mutual agreement on 1 December. Moving forward, the CHRO position will report directly to Robert as CEO and no longer be part of the Executive Board. We also recently announced our intention to make more changes to the composition of the Executive Board to strengthen the execution of the strategy. To this end, a vacancy has been created for a Chief Operations Officer within the Executive Board. The role of this COO is to bear ultimate responsibility for the bank-wide operational processes and accelerate change management within ABN AMRO. This will of course be done in close consultation and cooperation with the other members of the Executive Board. The COO will lead the central management of

Minutes of the General Meeting of ABN AMRO Bank N.V. 19 April 2023

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