17/08/2022 - ABN Amro Bank NV: Convening notice EGM - EN

Convening notice

Notice convening a virtual Extraordinary General Meeting of ABN AMRO Bank N.V.

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Convening notice for a virtual Extraordinary General Meeting of ABN AMRO Bank N.V.

To the shareholders and holders of depositary receipts for shares in the capital of ABN AMRO Bank N.V.

ABN AMRO Bank N.V. (ABN AMRO) invites its shareholders and depositary receipt holders to attend its virtual extraordinary general meeting, to be held on Thursday 29 September 2022 at 10.30 am (CET) (hereafter referred to as: the Extraordinary General Meeting).

The Extraordinary General Meeting can be followed live via a video webcast at www.abnamro.com/generalmeeting. The meeting documents are available on this website as well.

	Attendance		3
	Agenda		4
	Explanatory notes to the agenda		5
	Additional information		6

Attendance

To the shareholders and holders of depositary receipts for shares in the capital of ABN AMRO Bank N.V.

ABN AMRO Bank N.V. (ABN AMRO) invites its shareholders and depositary receipt holders to attend its extraordinary general meeting, to be held on Thursday 29 September 2022 at 10.30 am (CET).

Virtual Extraordinary General Meeting

ABN AMRO hereby convenes an entirely virtual Extraordinary General Meeting in accordance with the temporary law relating to Covid-19. This means that no shareholders, depositary receipt holders or other persons entitled to attend the meeting can attend the Extraordinary General Meeting in person, but that participation is exclusively virtual. Shareholders and depositary receipt holders have the opportunity to ask questions (i) prior to the Extraordinary General Meeting by submitting questions up to 72 hours prior to the Extraordinary General Meeting and (ii) during the Extraordinary General Meeting (for more information, see the section "Additional information").

The Extraordinary General Meeting on Thursday 29 September 2022 can be followed live via video webcast at www.abnamro.com/generalmeeting. The documents for the meeting are also available on the aforementioned website.

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Agenda

1. OPENING AND ANNOUNCEMENTS
2. CROSS-BORDERMERGER OF ABN AMRO AND BETHMANN BANK AG

Applying the standard rules of Article 1 (31) paragraphs 2 and 3 of the Dutch Law on the role of employees within European legal entities (Wet rol werknemers bij Europese rechtspersonen) instead of initiating negotiations with a special negotiating body as referred to in Article 333k (12)of Book 2 of the Dutch Civil Code (voting item).

3. CONCLUSION

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Explanatory notes to the agenda items

Agenda item 1

Opening and announcements

Agenda item 2

Applying the reference provisions of Article 1 (31) paragraphs 2 and 3 of the Dutch law on the role of employees within European legal entities (Wet rol werknemers bij Europese rechtspersonen) instead of initiating negotiations with a special negotiating body as referred to in Article 333k (12) of Book 2 of the Dutch Civil Code.

In order to be prepared for the future and create further growth opportunities, we are planning to simplify our legal structure by merging Bethmann Bank AG (Bethmann Bank) into ABN AMRO (the Merger). The Merger will result in cost savings and will thereby enable us to invest in further growth. The Merger will have no impact on clients or staff. The brand name Bethmann Bank will continue to exist.

The Merger has been approved by the ECB.

The Merger will take place by means of a cross-border merger of Bethmann Bank, as the company ceasing to exist, and ABN AMRO Bank, as the acquiring company. ABN AMRO holds the entire issued and outstanding share capital of Bethmann Bank. Therefore, no shares will be granted to shareholders of Bethmann Bank in the Merger.

In accordance with Article 331 of Book 2 of the Dutch Civil Code, the Executive Board of ABN AMRO intends to take the decision to merge. The Merger as such will therefore not be voted on at this Extraordinary General Meeting. The Extraordinary General Meeting will be asked to decide that ABN AMRO will refrain from opening negotiations with a special negotiating body of employee representatives on arrangements for employee participation pursuant to Article 333k (12) of Book 2 of the Dutch Civil Code. This decision will ensure that the Merger will have no consequences for employee participation at ABN AMRO and that the Merger can be implemented in the short term.

ABN AMRO applies the so-called large company regime (structuurregime), whereby the central works council (Raad van Medewerkers/Employee Council) has a general recommendation right for all members of the Supervisory Board of ABN AMRO and an enhanced recommendation right for 1/3rd of the members of the Supervisory Board. Bethmann Bank applies the German rules with respect to employee participation, which allow employees to appoint 1/3rd of the members of the supervisory board of Bethmann Bank by direct vote. This right will lapse as a result of the Merger. Continuation of the current co-determination rights at the level of ABN AMRO by applying the standard rules (referentievoorschriften) will put the employees of Bethmann Bank after the Merger in the same position as the employees of the French and Belgian offices of ABN AMRO.

Agenda item 3

Conclusion

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