Shareholder structure

STAK AAB

STAK AAB is independent from ABN AMRO and the holder of shares in ABN AMRO's issued share capital and has issued depositary receipts (certificaten) representing such shares and which are traded on Euronext Amsterdam. The issuing of depositary receipts is primarily used as a protective measure. In normal circumstances, holders of depositary receipts will have largely the same rights as shareholders: they may attend general meetings of shareholders, vote at such meetings and have dividend rights if and when ABN AMRO distributes dividend. In principle, STAK AAB each time has the obligation to grant a power of attorney to the holders of depositary receipts to exercise the voting rights attached to the underlying shares and will not exercise voting rights on the shares, unless holders of depositary receipts have requested STAK AAB to do so.

The foregoing can be different in certain (hostile) circumstances as described in section 2:118a of the Dutch Civil Code. In such case, STAK AAB may refuse or revoke powers of attorney for up to two years, whereby NLFI needs to approve such refusal of revocation if NLFI holds at least 33 1/3% of the shares in ABN AMRO. STAK AAB will vote in such event itself and should then, pursuant to the trust conditions​ and the objects clause of STAK AAB as laid down in the articles of association​ of STAK AAB, primarily focus on the interests of ABN AMRO and of the businesses maintained by the ABN AMRO and by companies affiliated to it ABN AMRO in a group, which interests shall among other things include the interests of the customers, the savers and deposit holders, the shareholders, the holders of depositary receipts, the employees and the society in which ABN AMRO performs its activities.

STAK AAB also aims to promote the exchange of information between ABN AMRO on the one hand and the holders of depositary receipts and shareholders on the other hand, for example, by organising a meeting of depositary receipt holders prior to every general meeting. STAK AAB shall also report periodically, at least once a year, on its activities. The latest report​ concerns the year 2023.

For more information about the abovementioned structure, the activities of STAK AAB, the articles of association and trust conditions and any meetings of depositary receipt holders, please be referred to the website of STAK AAB.

NLFI

The Dutch State holds an interest in ABN AMRO through NLFI. NLFI was set up as a means to avoid potential conflicting responsibilities that the Dutch Minister of Finance might otherwise face, as a shareholder and as a regulator, as well as to avoid undesired political influence being exerted.

NLFI issued depositary receipts for shares in the capital of ABN AMRO to the Dutch State. NLFI is responsible for managing these shares and exercising all rights associated with these shares under Dutch law, including voting rights. However, material or principal decisions require the prior approval of the Dutch Minister of Finance, who will also be able to provide binding voting instructions with respect to such decisions. NLFI's objectives exclude disposing of or encumbering the shares, except pursuant to authorisation from the Dutch Minister of Finance.

NLFI entered into a relationship agreement with ABN AMRO (the Relationship Agreement) with a view to the sell-down of NLFI’s remaining shareholding. The Relationship Agreement will terminate if and when NLFI (directly or indirectly) holds less than 10% of ABN AMRO’s issued share capital, except for a limited number of clauses which will not terminate under any circumstances.

The Relationship Agreement includes, among other things, and subject to certain conditions as set forth therein:

• the right for NLFI to advise (i) the Supervisory Board on (re)appointment of members of the Executive Board and of the chairman of the Executive Board or the Supervisory Board and (ii) the Executive Board on a proposal for the appointment of the external auditor;

• NLFI’s right of prior approval of:

• any issuance of (or granting of rights to acquire) shares in ABN AMRO for as long as NLFI holds at least 33 1/3% of the shares in ABN AMRO;

• for as long as NLFI holds 50% or less but 33 1⁄3% or more of the shares in ABN AMRO, any investment or divestments by ABN AMRO or any of its subsidiaries with a value of more than 10% of the equity of ABN AMRO;

• the obligation for ABN AMRO to convene a General Meeting within 60 calendar days of NLFI’s request and the right for NLFI to put items on the agenda for a General Meeting subject to the relevant provisions of the Articles of Association;

• the obligation for NLFI to sell-down through STAK AAB;

• certain orderly market arrangements; and

• certain information rights for NLFI as long as it holds at least 33 1⁄3% of the shares in ABN AMRO as further described on this page.  

For further information about the Relationship Agreement, please be referred to the full text thereof. Please be advised that the definition of "Shares" in the Relationship Agreement also covers depositary receipts for shares in ABN AMRO that NLFI may hold and that are issued under the STAK AAB Trust Conditions.