THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT ABNd.AS - ABN Amro Bank NV Extraordinary Shareholders Meeting EVENT DATE/TIME: DECEMBER 17, 2019 / 8:00AM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2019 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. DECEMBER 17, 2019 / 8:00AM, ABNd.AS - ABN Amro Bank NV Extraordinary Shareholders Meeting CORPORATE PARTICIPANTS Hanneke Dorsman ABN AMRO Bank N.V. - General Counsel & Company Secretary Kees C. van Dijkhuizen ABN AMRO Bank N.V. - Chairman of Executive Board & CEO Rianne Kamphuis ABN AMRO Bank N.V. - Chairman of Employee Council Tom de Swaan ABN AMRO Bank N.V. - Chairman of the Supervisory Board CONFERENCE CALL PARTICIPANTS Laetitia J. Griffith TenneT Holding B.V. - Member of Supervisory Board PRESENTATION Tom de Swaan - ABN AMRO Bank N.V. - Chairman of the Supervisory Board [Interpreted] Good morning. Good morning, ladies and gentlemen. And I hereby open the meeting, and I would like to welcome you to this meeting. And I'd also like to welcome the shareholders and the holders of depositary receipts that are taking part of this -- in this meeting virtually. I don't really know what that means, but they've logged into the voting platform. On behalf of ABN AMRO, we have here the following members of the Supervisory Board. From left to right for you, the last row: Tjalling Tiemstra, Annemieke Roobeek, Arjen Dorland, Jurgen Stegmann, Michiel Lap; and the first row here, Arjen Dorland. And then the members of the Executive Board, Tanja Cuppen, Chief Risk Officer; Kees van Dijkhuizen, CEO; Clifford Abrahams, Vice Chairman and Chief Financial Officer; and myself, Tom de Swaan, Chair of the Supervisory Board. And the Secretary to this meeting will be Hanneke Dorsman, on my left-hand side. And also a candidate member of the Supervisory Board, Laetitia Griffith, is also present. And she's over there, but you'll be seeing her later on. On behalf of the Employee Council, we have the Chair, Rianne Kamphuis, amongst others, who's present here today. Civil notary Rene Clumpkens of Zuidbroek Notary Public is present here to supervise the correct proceedings during the voting. And finally, on behalf of the trust office, the Stak, [Inge Bukman] is present. Well, that's what my paper says, but anyway, she's not here and she might be arriving. Let's hope so. And I'd like to draw your attention to a number of points of order. First of all, I'm going to request you to switch off your mobile phone. I'm going to do that in a moment. So put it on silent mode. And do not make any audio or video recordings. The meeting will be held in Dutch and will be webcast directly both in the Dutch language and in the English language at the ABN AMRO website. It's the first time that we are facilitating the taking part of the meeting in a virtual way. So this is for -- it's not yet possible for shareholders -- virtual shareholders or depositary receipt holders to ask questions online on the items of the agenda. Well, we will be making an audio recording for the benefit of the meeting, of the minutes. And the minutes will be available as per the 17th of March 2020, for 3 months; and will be posted on the website of ABN AMRO for your comments. And after that, the minutes shall be adopted and signed by the Chair and the Secretary. I confirm that the shareholders and holders of depositary receipts have been convened to this meeting, duly convened; and that the meeting can take due decisions; and that the shareholders and depositary receipts holders have not submitted any proposals for agenda items at this meeting. The shareholders and depositary receipt holders that are taking part virtually this meeting can vote by remote voting real time if they have been -- if they are logged in on the voting platform. And the shareholders and depositary receipt holders present here in their room will be able to vote through their or with their smartphone or tablet. Well, on the screen behind me, let's see. You will see the capital of ABN AMRO consisting of 940,000,001 share. Before we proceed to today's agenda, I'd like to take a moment to focus on the issues that we're dealing with now. ABN AMRO has appeared in the news over the past few weeks on several occasions, and there's an investigation which is being conducted by the Public Prosecution Service. And we've also have to decide to switch off a number of ATMs; and there is an agreement that was reached between the Ministry of Finance, Prosecution Service and the banks to close the ATMs throughout the night. And that is in order to take care of the safety and security of the people who live in 2 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2019 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. DECEMBER 17, 2019 / 8:00AM, ABNd.AS - ABN Amro Bank NV Extraordinary Shareholders Meeting the environment of the ATMs. And this is because of all the attacks that have been taking place. And with respect to the Public Prosecution Service, I must say that there's very little we can say about this. All that we can say is that the investigation is ongoing and that we are providing our full cooperation. During the annual meeting on the 22nd of April, you will have the opportunity to ask possible questions about these issues and other topical issues, but today we are meeting here at the Extraordinary Shareholders' Meeting with respect to the appointment of Laetitia Griffith as a member of the Supervisory Board. And then I would like to highlight that, after the meeting, we will be offering you a cup of coffee or tea at -- in the lobby. So with that, I can close this item of the agenda. The second item that we're dealing with today is the appointment of a member of Supervisory Board. As you will have read in the notice convening the meeting, at this point in time we have a vacant position in the Supervisory Board. At the general meeting of shareholders on 30th of May 2017, the term of office of Annemieke Roobeek was extended to the point in time in which we would proceed to appoint a new member of the Supervisory Board. Annemieke Roobeek had been appointed in accordance with the enhanced recommendation power of the Employee Council. And she -- and Arjen Dorland has this status after she leaves. On the 7th of November 2018, this council of employees was requested to issue an enhanced recommendation concerning the position of Annemieke Roobeek. Before I offer you the floor, I proceed -- I would like to suggest that we proceed to item 2b of the agenda, which is giving the general meeting the opportunity to make a recommendation in accordance with the [profile]. To date, ABN AMRO has not received from the shareholders or holders of depositary receipts a motivated recommendation for the vacant position. So I'm assuming that the general meeting does not wish to avail itself of its right to make a recommendation, but nonetheless I'd just like to offer the general meeting the floor in order to make -- ask questions or make comments with respect to this agenda item. Could you please state your name? Unidentified Participant [Interpreted] [Andrej Yana] on behalf of the association of securityholders, VEB. Your largest shareholder, the Dutch state, has not availed itself of its right to make a recommendation. There has been consultation between you, yourself and the Dutch state and the possible candidate. Tom de Swaan - ABN AMRO Bank N.V. - Chairman of the Supervisory Board [Interpreted] In the case of appointments of the members of the Supervisory Board, there are no special rights held by our major shareholders, other than that they can attend this meeting and can cast their vote. But obviously Ms. Griffith has become acquainted with staff and the board of the NFI which holds the shares on behalf of the state. But on behalf of the -- with respect to appointment of members of the Supervisory Board, there are no special rights. Unidentified Participant [Interpreted] But it is with their approval. Tom de Swaan - ABN AMRO Bank N.V. - Chairman of the Supervisory Board [Interpreted] Well, yes. I'm assuming that they're going to vote in favor. Otherwise, we might be in trouble. Are there any other questions? [Mr. Staephens], please. 3 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ©2019 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. 'Thomson Reuters' and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its affiliated companies. DECEMBER 17, 2019 / 8:00AM, ABNd.AS - ABN Amro Bank NV Extraordinary Shareholders Meeting Unidentified Participant [Interpreted] Yes, well, I didn't know whether I should address this now or with the next question, but we would like to know a bit more about the procedure and whether you involved any executive search agencies or anything along those lines.