Convocation Annual General Meeting 2024

As a shareholder or depositary receipt holder, you can attend and vote during the meeting in person or virtually, or you can exercise your voting rights by providing a written proxy with voting instructions in advance.

Should you wish to ask questions on any agenda item, these can be submitted in advance. ABN AMRO will answer these questions, including any follow-up questions, during the General Meeting. If you have registered to attend and vote during the meeting in person or virtually, you can also ask questions during the meeting.

For more information we refer to the convocation including the agenda and explanatory notes. The General Meeting will be broadcasted via a live webcast in both Dutch and English on ABN AMRO’s website at www.abnamro.com/generalmeeting and a recording will be available for viewing after the meeting. The meeting documents are available on this website as well.

Important dates

Meeting documents

• presentation AVA 24042024, including votes;

• convening notice for the General Meeting, including agenda and explanatory notes;

• including link to the Dutch translation of the convening notice: Dutch translation;

• 2023 Integrated Annual Report (including the 2023 Annual Financial Statements);

• 2023 Remuneration Report;

• proposed remuneration policy for the Supervisory Board;

• proposed remuneration policy for the Executive Board;

• letter of the Chair of the Remuneration Committee;

• written advice of the Employee Council on the remuneration policy for the Supervisory Board and the remuneration policy for the Executive Board;

• collective profile of the Supervisory Board, as well as the individual profiles for the proposed re-appointment of Supervisory Board members;

• curriculum vitae of Laetitia Griffith;

• curriculum vitae of Arjen Dorland;

• position statements of the Employees Council for the proposed re-appointments of Laetitia Griffith and Arjen Dorland;

• curriculum vitae of Robert Swaak;

• curriculum vitae of Caroline Oosterloo – van ‘t Hoff;

• main elements of the contract with Caroline Oosterloo – van ‘t Hoff;

• ABN AMRO’s terms and conditions for the general meeting.

Record date

The record date for this General Meeting is 27 March 2024 (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 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).

Shareholders and depositary receipt holders can register for the General Meeting.

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 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 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 on one or more items at the General Meeting.

Registration for attendance

Registration is open from 28 March 2024 up to and including 17:30 CET on 17 April 2024. Every shareholder and depositary receipt holder who wishes to attend and/or exercise its voting rights at the 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;

2. virtual; or

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

By no later than 12:30 CET on 18 April 2024, 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 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 include 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 General Meeting and have registered correctly and on time will receive a registration certificate that also serves as an admission ticket to the General Meeting.

To ensure smooth registration of the votes cast during the General Meeting, attendees who wish to vote during the General Meeting are requested to register for the General Meeting no later than 13:45 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 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 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.

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.

Attendance and voting virtually (option 2)

Shareholders and depositary receipt holders who wish to attend the General Meeting virtually can login to https://www.abnamro.com/evoting with their user account and password or create their own user account and password on the same webpage. In addition a valid email address, securities account and mobile phone number will be requested for authentication purposes.

Shareholders and depositary receipt holders who have applied to attend the General Meeting virtually will subsequently receive a confirmation email containing a unique link. This unique link will allow them to login to the online platform of the General Meeting through a two-step verification process (with SMS verification). The platform is open for login from 12:00 CET on the day of the General Meeting. If you have not logged in prior to the start of the General Meeting at 14:00 CET, you will not be able to ask questions and will only be able to see, hear or otherwise follow the meeting. It is recommended to log in at least 15 minutes before the scheduled starting time of the General Meeting.

To ensure that your device is compatible, we recommend that you verify this before deciding whether to attend the General Meeting virtually. An overview of the devices compatible for access is available at www.abnamro.com/generalmeeting. There are certain risks for shareholders and depositary receipt holders who wish to attend the General Meeting via the online platform (as detailed in ABN AMRO’s terms and conditions for a general meeting). If a shareholder or depositary receipt holder wishes to avoid such risks, they should issue voting instructions or attend the meeting in person.

Voting instructions via electronic or written proxy (option 3)

Any person who is entitled to vote at the 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 www.abnamro.com/generalmeeting to the civil-law notary (Bart Jan Kuck of Zuidbroek Notarissen or his deputy) or STAK AAB from 28 March 2024 until 17:30 CET on 17 April 2024, to vote on their behalf. The voting form needs to be received at the return address specified on the form no later than 17:30 CET on 17 April 2024, 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 17:30 CET on 17 April 2024.

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

Questions before and during the 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 General Meeting where possible, and in any case no later than three business days prior to the 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 General Meeting, in addition to questions received via the live chat and questions from the audience.

Shareholders and holders of depositary receipts who are registered and attend the General Meeting virtually can ask questions via the online platform at www.abnamro.com/evoting if their intermediary enables online participation. Shareholders and depositary receipt holders who attend the General Meeting virtually via the online platform at www.abnamro.com/evoting will also have the opportunity during the General Meeting to ask questions about the items on the agenda via the live chat. The questions will only be visible to ABN AMRO. We aim to answer the questions submitted via the live chat during the General Meeting. However, if this is not reasonably possible due to the number of questions received, we will endeavour to, at any rate and to the extent possible, answer the follow-up questions of attendees who submitted questions in writing beforehand. The chair of the General Meeting will ensure the orderly and efficient conduct of the meeting. In the interest of the order of the meeting, the chair may, among other things, limit the number of questions and cluster questions (thematically or otherwise). In such case, the chair of the General Meeting will clearly indicate this, for example by stating that only a certain number of questions can be asked, in person or via the chat.

Miscellaneous

Issued share capital and number of votes

On the day of the convocation of the General Meeting, the total issued share capital of ABN AMRO amounts to 865,575,379 ordinary shares, of which 854,175,379 ordinary shares with voting rights.

On the day of the record date of the General Meeting, the total issued share capital of ABN AMRO amounts to 865,575,379 ordinary shares, of which 848,775,379 ordinary shares with voting rights.

Webcast

The entire General Meeting can be followed live in Dutch and in English via video webcast on 24 April 2024 at www.abnamro.com/generalmeeting.

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.

Terms and conditions

ABN AMRO's terms and conditions for a general meeting apply to this General Meeting. These terms and conditions are available at www.abnamro.com/generalmeeting. The time of the opening of the voting session will be determined in accordance with these terms and conditions.

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

generalmeeting@nl.abnamro.com