23/07/2024 - ABN Amro Bank NV: Draft minutes of the AGM 24 April 2024 (English)

1 Opening and announcements

The chairman

Ladies and gentlemen, it is two o'clock and I propose that we begin. I welcome you. I open this Annual General Meeting of Shareholders of ABN AMRO. On behalf of ABN AMRO, the full Supervisory Board is present, with the exception of Laetitia Griffith, who will join us later. That is first Arjen Dorland, as Vice-Chairman of the Supervisory Board and Chairman of the Remuneration Committee, to my left Sarah Russell, to my left Michiel Lap, directly behind me Femke de Vries, to my right Mariken Tannemaat and myself, Tom de Swaan, as Chairman of the Supervisory Board. On behalf of the Executive Board, the following Board members are present, some sitting here on the podium and some sitting in the front row in the room: Robert Swaak, here on my right Ferdinand Vaandrager, CFO, on my right, Tanja Cuppen on the far right, Carsten Bittner in the room, Chief Information, Innovation and Technology Officer, Dan Dorner, Head of Corporate Banking, Choy van der Hooft-Cheong, Head of Wealth Management, then Annerie Vreugdenhil, Head of Personal & Business Banking and

Ton van Nimwegen, Chief Operations Officer. Acting as secretary to this meeting is Hanneke Dorsman, General Counsel and Company Secretary of ABN AMRO. And Caroline Oosterloo - van 't Hoff, the proposed temporary member of ABN AMRO's Executive Board is also present. She is sitting in the front row. On behalf of EY, our auditor, Bernard Roeders is present and on behalf of the Board of Employees, Arlene Bosman, among others, is present. And notary Niels Wolswijk of Zuidbroek Notarissen is present to oversee the proper conduct of the votes during this meeting.

I would like to draw your attention to the following announcements of a domestic nature. Shareholders and depositary receipt holders attended this General Meeting physically or virtually. It was also possible to exercise voting rights by electronic or written proxy. The meeting is in Dutch, as you should hear. As usual, ABN AMRO will also broadcast this meeting live via a webcast on the website, both in Dutch and simultaneously in English. We will make an audio recording of the entire meeting solely for the purpose of taking minutes. These minutes will be available for comments on the ABN AMRO website for three months from 23 July 2024. Thereafter, the minutes will be adopted and signed by the secretary and myself as chairman in accordance with the articles of association.

I note that the shareholders and depositary receipt holders have been given notice in accordance with the law and the articles of association. The meeting can therefore pass legally valid resolutions and the share and depositary receipt holders have not submitted a proposal for consideration at this meeting.

I would now like to briefly explain the proceedings. You have been able to follow the agenda in the notice of meeting. We would like to give all shareholders and depositary receipt holders the opportunity to follow the meeting and actively participate in the meeting. When answering the questions per agenda item, we will first answer the questions received in advance. Next, the questions asked by participants here in the room will be addressed and then those asked via live chat.

Some agenda items consist of multiple parts, as you have seen in the agenda. For example, this applies strongly to agenda item 2. We will first address all parts and the presentations belonging to an individual agenda item in succession and then answer any questions relating to the presentations as a whole. Under agenda item 2, this will be the case after EY's presentation. As agenda item 2(e) is submitted to you for an advisory vote, prior to this vote there will already be an opportunity to ask questions about this, insofar as they relate to the 2023 remuneration report.

You can ask questions during the meeting via the live chat and to give everyone a chance, we therefore ask that you ask a maximum of three questions per agenda item during the meeting.

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You will have the opportunity to cast your vote throughout the meeting. As you can see, voting is already open at the moment. Yes, I can see that too. Voting will remain possible until the closure of agenda item 10, which is the last item to be put to the vote. We will therefore announce the voting results only at the end of the sitting. So much for the points of order.

Before giving the floor to Robert Swaak for the Executive Board report, I would like to take a moment to reflect on some current issues. 2023 was another very eventful year. The war in Ukraine continues, resulting in much humanitarian suffering. And to this has been added the war in Gaza after the horrific attack on Israel on 7 October, resulting in even more human suffering. Moreover, we have to note that economic growth in Europe, and thus also in the Netherlands, lags behind that in the United States and China. The eurozone economy stagnated for the sixth quarter in a row, with our economists incidentally expecting moderate growth for the rest of the year. As for the Netherlands, our economic bureau expects growth to pick up slightly further during the course of this year

Naturally, like all of you, we are watching the progress of the formation talks in The Hague with great interest. As a bank, we talk to clients every day and recognise the need for clarity, consistency and predictability of policy, especially when it comes to some of the major economic and societal challenges facing our country. The longer decisions on those big dossiers are delayed or unexpectedly impactful decisions are taken, the longer uncertainty among entrepreneurs and investors about the future persists, and that is not good for the business climate in our country.

As a bank, we take our responsibility to society gladly and with conviction. We work with our customers on a daily basis to help them move forward, for example in the area of sustainability. In our report on the past year, you were able to read about the progress we have made in implementing our climate strategy and the steps we will take in the coming period, together with our customers, towards a net zero emission economy in 2050.

In all our activities, our people play a crucial role to serve our customers as well as possible, especially in these troubled times. This brings challenges for our employees. Despite these sometimes difficult circumstances, they remain fully committed to our customers. I would like to thank them very much for that.

One last point by way of introduction before I give the floor to Robert Swaak. On 29 March, it was exactly two hundred (200) years ago that King Willem I signed the Royal Decree establishing De Nederlandsche Handel- Maatschappij, the immediate predecessor of ABN AMRO. In those many years of its existence, the bank has gone through valleys and over peaks, with the peaks dominating in my view. The current bank is very conscious of its illustrious origins and will continue to act accordingly in the future. With that, I conclude agenda item 1 and gladly give the floor to the Robert Swaak to discuss agenda item 2(a), the report of the Executive Board. Robert, you have the floor.

2. Integrated annual report and corporate governance

2.a Executive Board report on 2023 (for discussion)

Mr Swaak

Thank you Tom. And indeed, as the chairman said, on behalf of the Executive Board, I will comment on the activities, but especially the results, of the past year. As Tom just said, 2023 was a year of contradictions, a year of challenges at the same time. Geopolitical tensions, also just hinted at by Tom, continue to be a major concern for all of us, and certainly for myself. While the war in Ukraine continues, we continue to see conflict since October as well, now in the Middle East, conflicts that take many lives but at the same time have a negative

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impact on many. Closer to home, there are quite a few issues in society, which also continue to cause uncertainty and unrest, making it difficult for entrepreneurs, for instance, to make long-term plans after all. I am thinking for instance of the challenges we see in the field of nitrogen, the challenges we see in the field of climate and the challenges we see for instance on the subject of housing. Inflation fell from 2022, but remained substantial at almost four per cent (4 per cent), and energy prices still play an important role in this. For many people, this means an extra challenge to make ends meet every month. The housing market, looking back on it, recovered, partly driven by the shortage of housing in the Netherlands. Then again, the year 2023 was the warmest on record globally. In the Netherlands, we also had the wettest year. As a bank, we continue to operate in a world where these geopolitical, economic but, above all, climate developments cannot be separated. And against this background, the bank performed strongly financially, I will come back to this in a moment.

Over the past year, I have continued to focus on the priorities I shared with you earlier, the execution of our strategy, our licence to grow and our culture. In February this year, we reaffirmed the 2020 choices and we continue with a strategy to become a personal bank in a digital age. All our products are now available digitally or remotely. Our mortgage book has grown by about five billion euros (€5,000,000,000) since 2020, partly due to the efficient way we have been able to offer our mortgages. Growth in what we call transition themes, namely digital, mobility and new energy continues. The low and even negative loan provisions in 2023 again confirm the improvement in the risk profile due to the winding down of the non-core business bank. We worked hard to restructure and reposition the bank and simplified the organisation to three client units. All client units contributed to the better result in the past year, and that in a world where developments were indeed not standing still either. Developments around artificial intelligence are moving very fast. We are testing our own private version of ChatGPT and I am excited about the possibilities to serve our clients better while improving efficiency. An important milestone last year was also the Dutch state's decision to further reduce its stake. For me, that is a sign of confidence in our strategic direction. We also had the announcement of the acquisition of BUX, one of Europe's fastest-growing neobrokers. Yes, surely that was really a highlight for all of us as well. BUX strengthens the bank's IT capabilities, gives us access to a customer segment where we see a lot of growth opportunities, so really an example of accelerating a strategy. Meanwhile, we continue to implement additional regulatory requirements. Sustainable finance regulation is a key area of focus for us at the moment, as sustainability in all its facets, climate, circular and social are becoming increasingly integrated into the way we manage the bank and in which the bank operates. We remain focused on our role as gatekeeper of the financial system and finalising ongoing recovery programmes. Culture change remains a key priority. Especially in a changing world, execution of a strategy is relevant and it is important that we continuously accelerate in it. Therefore, for a valuable and healthy future of the bank, culture, and that includes the responsibility we all bear, is essential.

In the following slide, let me tell you a bit more about the bank's financial results for the past year. The financial result for 2023 was very strong, with a net profit of two comma seven billion euros (€2,700,000,000), an attractive return on equity, a strong improvement on 2022. Interest income is back on track now that interest rates have returned to positive territory and, at the same time, this has led to public debate over the past year, particularly on the level of savings rates for consumers. I think it is important to continue to indicate that we as a board will continue to balance the interests of all stakeholders, our customers, our investors, our colleagues and society as a whole. We also saw a release, a release of credit provisions, mainly because money we had set aside for the potential impact of covid and the secondary effects of the war in Ukraine was released. This more than offset credit provisions for individual customers. We expect a gradual increase in credit costs over the current year. Costs for 2023 were lower than 2022, but this was because we were only able to recruit sufficient staff for major projects in the areas of data, further digitalisation and sustainability regulation late in the year. On data, we not only need good people, we also need them on data architecture and IT infrastructure, and on governance around data. Risk models need historical data, and this year too we are paying attention to improving some historical data. And in addition, we are further digitising our processes and improving existing processes. And I already mentioned that sustainable finance regulations will remain a focus of attention in this regard. Because of this

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work, we expect higher costs for 2024, as staff costs will remain high throughout the year. All this which I just described to you resulted in a much improved return on equity of more than 12% (12%). We adjusted our strategic targets towards 2026 in February. We also simplified the so-called capital framework and announced the continuation of our share buyback programme in February. Our strong capital position is very important to me and enables us to grow the bank, is a solid buffer in times of adversity and allows us to pay dividends and return capital to our shareholders. We are and will remain a strongly capitalised bank with a substantial liquidity buffer that can cope well with economic headwinds. For 2023, we propose a dividend totalling one euro fifty-one (€1.51) per share.

If I may, I would like to briefly reflect on our progress on some key strategic goals. Next to expertise, the digital experience is and will continue to be the most valued element of our service for our customers. For instance, virtually all, some ninety-five per cent (95%) by now, of mortgage conversations, now go through image banking. The customer conducts the conversation with the adviser from the comfort of his or her own home. And as a result, these conversations receive high customer ratings. This is in line with our aim to become more and more that personal bank in that digital age. But, and I do stress, the transformation has also had an impact on our NPS scores over the past year. Our relational NPS for SMEs in particular, sme's in English, is still affected by the changes in the way we serve our customers, the sentiment around branch closures and rate increases. And while I understand that sentiment, at the same time I am also proud that as part of the digital transformation, we remain keenly attentive to those customers for whom things may be moving a bit too fast. We have dedicated senior phone lines and through those phone lines we are also further increasing the number of banking assistance staff from 100 to 200 (200) this year. They come to customers' homes to help with banking if necessary. And of course, we aim to further increase our Net Promoter Scores in the coming years. As I said, the mortgage book grew slightly, but market share was somewhat under pressure in a very competitive market. In mortgages, besides market share, we pay close attention to the development of the margins of new players in that market.

Sustainability is an important part of our purpose banking for better, for generations to come and one of the pillars of our strategy. So we also remain focused on further integrating that sustainability into our business model, more simply put, supporting our clients in that sustainability transition with our sector knowledge and expertise. This is also reflected in the increase from thirty-one percent (31%) to thirty-four percent (34%) of sustainable asset volume, a good reflection of our efforts in this area, both for the loan book and for so-called ESG and impact investments.

Looking at the digitisation of key processes, we have made progress again in the past year. About two-thirds of these processes are already what is called straight through. Diversity, I have said before and expressed in previous years, is and will continue to be a key strategic issue for me and for all of us. We want our people to be and remain a reflection of society and for everyone to feel free to express themselves. This is important for our clients, but just as important to be able to continue to attract and retain talent as well. The number of women in our subtop: our strategic goal remained stable at thirty-one per cent (31%) in 2023.

Then a brief update on our climate strategy. We have worked hard over the past year to implement and further develop the climate strategy we published at the end of 2022. It is a strategy that describes how we intend to align some of our portfolios in our own operations with a one-and-a-half degree scenario. Here, we have set interim targets for 2030 on the way to a net zero target in 2050. And as you know, we have joined the Net Zero Banking Alliance, the NZBA, committing to a science-based plan to further decarbonise. In 2022, we have already announced our targets for five sectors: Mortgages, Commercial Real Estate, Shipping, Power Generation and Oil and Gas. And as you can read in our annual report, we have now also set targets for agriculture and inland waterways, so that in total about sixty-eight per cent (68%) of our loan book is now covered. During the year under review, we accelerated our 2025 renewable energy investment targets. We are determined to contribute to a net zero economy by 2050. To achieve a sustainable society, we work with our customers to

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support them in a path to sustainability and this can sometimes affect the speed at which we will and do achieve our targets. We cannot achieve our goals without that collaboration and that is why we work with the government, with regulators, with innovative companies, with other banks and, as I mentioned, most importantly, with our customers. And in addition, it is important that government and regulators drive the transition by making clear choices and creating an environment that encourages transformation. In line with how we see ourselves as a bank, we aim for a responsible and a just transition, a so-called just transition that everyone can be part of. The climate transition is a huge challenge and it is therefore up to us to make it a success together. Wider support is therefore crucial. We do not exclude parties or people, but rather help them move forward. We do not turn away customers because their house has a too low energy label, for instance. Rather, we have a discussion with our customers to help them make their homes more energy-efficient with specific knowledge and advice.

Then a look ahead to the current year. When we wrote it, it might still be the coming year. Meanwhile, we are already in 2024. As I mentioned, we will continue to focus on strategy execution in the coming year, including further growth in focus segments. And in addition, as mentioned, it is important to improve that NPS, improve it structurally. We are building a solid foundation for the bank with the transformation of our applications and the improvement of the model and data landscape. Our cost discipline remains important and we have also given a clear cost target of five comma three billion (€5,300,000,000) for 2024. In February, as mentioned earlier, we adjusted our strategic targets towards 2026. And we simplified the so-called capital framework and announced in February the continuation of our share buyback programme.

I spoke earlier about the importance of culture. In early March, we also launched another new brand campaign, I hope you noticed, a brand campaign that is about a wonderful beginning for every new beginning, and in English for every new beginning. With this new face to the outside world, we promise to be ready to help people start.

Whether it is big or small or whether it is deviant or whether it is original, we are here for our customers. We have been an entrepreneurial bank for two hundred (200) years, Tom said, an entrepreneurial bank that has served its customers with a lot of expertise and with a lot of knowledge. That is in our DNA. We will continue with that.

Putting our customers first and supporting them with our way of banking, with the expertise to match. And then it doesn't matter who you are or where you are from. We are here to support, so that you can indeed get started.

In conclusion. 2023 was a tumultuous year, but also one in which we performed well as a bank. Over the past few years, we have worked hard to transform the bank and create a platform for us to successfully continue delivering. In the coming years, therefore, we are accelerating those ambitions we expressed earlier. Our employees have shown tremendous flexibility and determination during this transformation and I would like to express my sincere thanks to all my colleagues for this.

As a bank, we could not have achieved these results without their unwavering commitment. But our customers are also crucial to our bank. And again this year, we have gained the trust of our customers and for that we are grateful to all of them. We remain committed to serve them even better and continuously improve our services. For shareholders, as always, we will also be there and I hope you have noticed this in the past year.

And then I would also like to take a moment to reflect on Tanja's departure. Tanja, this is a moment we knew was coming, but also a moment you don't actually prepare for. And at the same time, we all and continuously prepare for it. You have made a huge, valuable contribution to the success of our bank. You didn't do that for a few years. You've done that for seven years. You have completed your terms and that is extremely valuable because your leadership, your hard work and your continuous contribution has enabled us to execute our strategy. What has been greatly appreciated is that independence, the independent thinker with knowledge and commitment, that is who you are and that is what typifies you. I thank you enormously and I wish you enormous success in the future. That's worth a round of applause.

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And then Caroline, I am very happy that you are willing to take on the role of ad interim CRO. I am very much looking forward to working together. I also say that on behalf of the Executive Board here. And then personally, I remain very happy and committed to continuing to represent the interests of all our stakeholders over the next four years. I look forward to continuing our journey together. Thank you.

The chairman

Robert, thank you very much. With that, we have finished item 2(a) and will move on to item 2(b), the 2023 Supervisory Board report.

2.b Report of the Supervisory Board for 2023 (for discussion)

The chairman

You have been able to see a detailed version of the report in the Annual Report 2023. I will still give a brief explanation. The main focus areas for the Supervisory Board are organic and non-organic growth, cost development, culture, data, IT and digitalisation, the modelling and data landscape, climate strategy, governance, Anti Money Laundering, artificial intelligence and the relationship with regulators. I can imagine you thinking: how can these people do that in such a short period of time? So that also requires a lot from my colleagues and I am grateful to them for that. Much attention has again been paid to culture, Robert pointed out, culture and behaviour within the organisation. It is an important theme in the context of executing our strategy. With the culture change plan, an integral approach was developed with the aim of strengthening the execution power, accountability and entrepreneurship within the bank. And we therefore discuss this culture plan and progress of the culture plan quarterly in the Supervisory Board.

A second important issue that we pay close attention to is the progress around the recovery plan around Anti Money Laundering, as based on the Wwft. We discuss the challenges and realisation of the various deadlines on a quarterly basis. The various heads of the commercial units, i.e. Wealth Management, Personal & Business Bank and Corporate Banking, give the Supervisory Board quarterly updates with a focus on the same dilemmas and issues I just mentioned, such as revenue, cost control, strategy, customer satisfaction, Robert already paid attention to that, and duty of care to customers. These are important topics that are also discussed quarterly in the Supervisory Board. We receive regular updates on key financial and non-financial risks, internal risk management and the control framework. During these updates, the Executive Board's assessment of the effectiveness of the risk management and control systems is monitored and discussed. We spend a lot of time on growth, and here the focus we have on Northwest Europe and the Entrepreneur & Enterprise concept received a lot of attention. The acquisition of BUX was also discussed in the Supervisory Board. Implementation of the climate strategy, as announced in December 2022, was of course also an important part of the agenda in 2023. Parts of the climate strategy were discussed in several meetings, in particular the climate targets for the agriculture and inland shipping sectors in 2023.

The four Supervisory Board committees, namely the Audit Committee, the Risk & Capital Committee, the Selection & Nomination Committee and the Remuneration Committee also discussed a variety of issues, including in preparation for Supervisory Board meetings and decision-making. On 1 November last year, the Supervisory Board established the Supervisory Sustainability Committee as its fifth committee. This committee advises the Supervisory Board on issues within the field of sustainability. Besides intensive discussions on the development of the financial results, the quarterly reports and the annual report, the Audit Committee discussed, among other things, important audit topics reported by the internal auditor and the external auditor. The succession of the current external auditor was also discussed and is on the agenda for vote under item 5(b). Bank-wide risk reports and the funding and capital plans were important topics for the Risk & Capital Committee. In addition, the Risk & Capital Committee was frequently updated on the progress of the AML recovery programme. The Selection & Nomination Committee advised the Supervisory Board on the proposed

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reappointments of Arjen Dorland and Laetitia Griffith as members of the Supervisory Board. Arjen Dorland will be reappointed after a period of eight years. The reasons for his reappointment for a period of two years include his extremely valuable experience in a wide range of industries and the way he fulfils his role as vice-chairman of the Supervisory Board. We will present the reappointment further under agenda item 7. Also, the appointment of Femke de Vries and the reappointment of Michiel Lap as members of the Supervisory Board were prepared by the Selection & Nomination Committee. The Selection & Nomination Committee advised the Supervisory Board on the profile, recruitment, selection and appointment of the Chief Operations Officer, Ton van Nimwegen, and on the temporary and permanent filling of the role of CFO by Ferdinand Vaandrager. Following the Extraordinary Meeting of Shareholders on 16 November 2023, the Supervisory Board appointed both Ton van Nimwegen and Ferdinand Vaandrager as members of the Executive Board. In addition, the Selection & Nomination Committee played a role in filling the vacancy of Chief HR Officer due to the departure of Gerard Penning. And the committee advised the board on the temporary filling of the vacancy of CRO by Caroline Oosterloo and on the proposed reappointment of Robert Swaak as CEO of ABN AMRO. We will discuss these further under agenda item 8. The Selection & Nomination Committee initiated the succession process for a new CRO and the Selection

• Nomination Committee also advised the Supervisory Board positively on the establishment of the Supervisory Board's Supervisory Sustainability Committee, just mentioned, and on the filling of the committee structure in totality. The Remuneration Committee advised the Supervisory Board on, among other things, the performance of the ExBo members and the above-core employees, the remuneration of the new Executive Board members, the KPI framework and, in particular, KPIs related to ESG. In addition, the Remuneration Committee discussed the adjusted remuneration policy, also for the Supervisory Board and Executive Board. These policy documents are put to the vote as items 6(a) and 6(b) on the agenda of this meeting. Active contact was maintained with various stakeholders during the year, including of course the supervisors De Nederlandsche Bank and the European Central Bank and the AFM, but also with the NLFI and the STAK of ABN AMRO. Ladies and gentlemen, so much for the comments on the report of the Supervisory Board and then I will move on to item 2(c), namely the presentation of the Board of Employees and, to that end, I would like to give the floor to Arlene Bosman, chairman of the Board of Employees. Arlene, please go ahead.

2.c Presentation of the Council of Employees (for discussion)

Mrs Bosman

Dear Members, Do you recognise the situation when something is wrong and you need help? For example, your wifi connection is not doing what it should. My first reflex at such a moment is to call the helpdesk of the internet provider. But that is not as simple as it seems these days. Usually, you are at first at the mercy of a well-meaning chatbot. I say at their mercy because chatbots are far from flawless and still have a lot to learn. The result can be that you keep going round in circles. This is very annoying when you are in a tricky situation. The tip for this is to then type in the word employee. Then you are usually connected to a real person. I am so glad that ABN AMRO lists the call centre's phone number on the website and that this way, in addition to the chatbot, customers can also get a human being on the line who really understands the customer. Another way to get help if you can't figure something out online is to go to a branch of the company where the product or service comes from. Let me give an example. We have customers who have problems with their bank card and expect to get help at one of our branches without making an appointment. Until recently, our colleagues at the branch could not help customers if they did not make an appointment. That caused as much frustration for our customers as a chatbot that doesn't understand you. And that frustration unfortunately often translated into aggression. This is not good for the morale of colleagues in the offices. After all, they want nothing more than to help our customers as much as possible. Fortunately, this policy has since been changed and customers are helped on the spot. As a result, the number of incidents related to bank cards has decreased by over eighty per cent (80 per cent). These are complicated times. More and more things are going digital and that gives us a lot of convenience, but new techniques also bring teething problems. That is not pleasant for our customers, but also for our colleagues. You can't stop technological developments and you shouldn't. Because what we can do is keep up with our

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knowledge and skills and keep developing. So now it is important that everyone knows what Artificial Intelligence is and knows what you can do with it. That's very common for my kids, not so for me. I am a boomer. I can't even take a good selfie yet when we are out with the family. Not everyone is as quick at this. For the Council of Employees, it is therefore important that we make sure that new technologies actually work for colleagues and customers before we decide that we as a bank no longer offer a human alternative to them. What we would like is to take a serious look at this as a company and also give our colleagues enough time to develop digitally. If you don't use new technology properly, it is not a tool, but rather a stumbling block. We should not let ourselves be tempted by implementing innovations too quickly, but give ourselves time and take the time to determine what the consequences of implementation might be for our customers and colleagues, that we do not replace colleagues by technology too quickly, but also continue to look at the qualities that a human being can offer, that we realise that you need employees to compensate for the shortcomings of technical solutions. This year, the bank is marking two hundred (200) years since the foundation of ABN AMRO was laid with the establishment of De Nederlandsche Handel-Maatschappij. In that time, the bank has gone through a host of changes. Think of the industrial revolution. Think of the transition from cash-only to almost cashless. History shows that as a bank, it is important to keep up with important developments and new technologies. But again, in doing so, we must not lose sight of our colleagues and customers. For our time, then we really are, as we want to achieve with our strategy, a personal bank in the digital age. Thank you for your attention.

The chairman

Arlene, thank you very much for these words of interest and I suggest someone teach Arlene how to take a selfie after the meeting. Otherwise, I am willing to do it even though I am not even a boomer. I am much older than a boomer.

2.d Corporate governance (for discussion)

The chairman

We move to item 2(d) of the agenda, namely Corporate Governance, and under this agenda item we discuss outlines of the corporate governance structure and compliance with the Corporate Governance Code. You have been able to read a detailed explanation of ABN AMRO's structure in the Leadership and Governance section of the Annual Report. There, we also accounted for how we complied with the Corporate Governance Code by 2023. That Corporate Governance Code for listed companies was amended with effect from 1 January 2023, so now over a year ago, and a key adjustment in the Code is the focus on sustainable long-term value creation rather than just long-term value creation. The word sustainable, by the way, was rightly added in my view. ABN AMRO has long embedded the emphasis on sustainable long-term value creation in its corporate governance strategy, risk management and reporting, among other things. ABN AMRO also pays close attention to non- financial indicators and is actively reporting on the environmental impact of its operations, although the new European sustainability directive CSRD is not mandatory for listed companies until next year. Some disclosure requirements of the CSRD and sustainability standards are closely related to the requirements ABN AMRO is already subject to under the Corporate Governance Code, for example to report on the governance structure, business model and integration of sustainability-related performance. In corporate governance, ABN AMRO changed the structure of the Supervisory Board in 2023. This was just mentioned in the Supervisory Board report. We established the Supervisory Sustainability Committee to more specifically oversee sustainability aspects of the strategy, objectives and sustainability policy. The Supervisory Sustainability Committee and the other Supervisory Board committees, in particular the Risk & Capital Committee and the Audit Committee, combine their activities in this area. To establish how the interests of the company's relevant stakeholders are taken into account, ABN AMRO drafted an outline policy for effective stakeholder dialogue in 2023 and this policy is published on our website. The updated diversity and inclusion policy ABN AMRO also published on its website in 2023. Among other things, the new policy requires ABN AMRO to map the connection across the entire chain of inflow, inclusion, advancement and outflow in order to find out where ABN AMRO can do more to best promote

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diversity and inclusiveness. ABN AMRO has concrete gender diversity targets for the Executive Board, Supervisory Board and senior management. By 2023, the regulations of the Executive Board, the Supervisory Board and their committees have been adapted to the new provisions in the Corporate Governance Code, the changed division of tasks within the Executive Board and the new committee structure of the Supervisory Board. ABN AMRO complies with all provisions of the Corporate Governance Code, except for some provisions that do not apply to the bank, for example. The Codes and Regulations section in the 2023 Annual Report provides more information on this and, in addition, you will find a comprehensive overview of how the bank applies the Corporate Governance Code on our website. So this is with regard to point 2(d).

2.e The 2023 remuneration report (for advisory vote)

The chairman

We move to item 2(e) the 2023 remuneration report. I refer to the report as included in the 2023 Annual Report and as attached as a separate meeting document. As shown in the agenda, the proposed remuneration policy for the Executive Board and the Supervisory Board will be discussed at agenda item 6, but I would like to give the floor to Arjen Dorland, chairman of the Remuneration Committee, for a brief explanation of this agenda item. Arjen.

Mr Dorland

Thank you, Tom. ABN AMRO put the 2022 remuneration report to an advisory vote at last year's Annual General Meeting. More than ninety-nine per cent (99%) of the votes cast were in favour of an advisory vote. We were pleased to note this and built on it in shaping last year's remuneration report. There were no deviations from the remuneration policy for the Executive Board or the Supervisory Board in 2023. As long as the Dutch State is an ABN AMRO shareholder, no variable remuneration can be awarded to members of the Executive Board and fixed remuneration can only be increased through collective salary adjustments. As a result, Executive Board remuneration cannot be linked to the achievement of long-term strategic goals. However, the performance of the Executive Board is assessed annually by the Supervisory Board, which sets annual targets and KPIs for the Executive Board members, based on financial and non-financial measures at organisational, business unit and individual level. These set performance criteria and targets contribute to key elements of ABN AMRO's strategy and long-term value creation. Our employee engagement has increased by four points compared to 2022 to reach seventy-eight (78). Managers are encouraged to discuss the outcomes with their team. We would also like to express our tremendous appreciation for the relentless dedication of our employees. The gender diversity of the Extended Leadership Team currently stands at forty-one per cent (41%). From 1 January 2024, thirty-seven and -a half -percent (37.5%) of our Executive Board will consist of -female members, and for much of 2023, fifty- seven percent (57%) of the Supervisory Board consisted of female members. For ABN AMRO employees in the Netherlands, the gender pay gap, adjusted by salary scale, is around zero, to be precise zero comma ninety-five percent (0.95%) in favour of men. The overall gender pay gap, unadjusted by pay scale, was 16 per cent (16%) in 2023. This is caused by the fact that we have more men than women in higher job levels. ABN AMRO will continue to focus on increasing gender diversity, including in higher job levels, in order to reduce the overall gender pay gap. Our collective bargaining agreement, CBA, expires on 1 July. Negotiations are currently taking place for a new collective agreement. Our collective agreement applies to the vast majority of employees. The ratio of the average annual employee remuneration to the CEO's total remuneration was calculated in line with the guidelines of the Corporate Governance Code, excluding temporary workers and external contractors. This ratio was eight-and-a-half (8.5) in 2022. In 2023, this ratio is eight comma ninety-six (8.96). Finally, the auditor has verified that the remuneration report contains the information required by law and it does. Over to you Tom.

The chairman

Thank you Arjen. Ladies and gentlemen, as I indicated at the beginning of the meeting, we will now proceed to answering the questions as far as they relate to the 2023 remuneration report. We will answer other questions after the next agenda item. We will answer questions related to agenda items in the following order. First, the

Draft Minutes General Meeting of Shareholders ABN AMRO Bank N.V. 24 April 2024

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