20/10/2022 - ABN Amro Bank NV: Final minutes of the Annual General Meeting 20 April 2022 (English)

1 Opening and announcements

Chair

Ladies and gentlemen, before starting the meeting itself, I would like to take a moment to reflect on the events in Ukraine. The war images we see daily are deeply shocking to us, and our thoughts go out to the innocent civilians whose lives are being overshadowed by the war. Robert will return to this subject later, focusing on its impact on ABN AMRO.

I would now like to draw your attention to some procedural matters. Shareholders and depositary receipt holders are attending this General Meeting physically or remotely. That makes this a hybrid General Meeting, and it was also possible to exercise voting rights by electronic or written proxy. The meeting is being conducting as usual in Dutch and will also be broadcast live on the ABN AMRO website in the form of a webcast in Dutch and English. An audio recording will be made of the entire meeting for the sole purpose of drawing up the minutes. The minutes of the meeting will be posted on the ABN AMRO website no later than 19 July 2022 and will be available for comment over a three-month period. After that period, they will be adopted and signed by me as Chair and by Hanneke Dorsman as Secretary in accordance with the articles of association.

I note that as the shareholders and depositary receipt holders have been given notice of the meeting in accordance with the statutory requirements and the articles of association, the meeting can therefore pass valid resolutions, and that no resolutions have been proposed for this meeting by the shareholders or depositary receipt holders.

So, I would now like to give you a brief explanation of the meeting procedure. You have seen the agenda in the notice convening the meeting. As always, some agenda items consist of several parts, such as agenda item 2, which consists of points 2(a) to 2(h). Where possible, we will consecutively cover all the sections and presentations of each individual agenda item. After the presentations, we will answer the questions relating to those presentations as a whole. Under agenda item 2, this will be after EY's presentation. Since agenda item 2(f) is presented to you for an advisory vote, you will also have the opportunity to ask questions in advance relating solely to the 2021 remuneration report. Given the relationship between the parts, we feel this will immediately give you a clear and full overview.

We aim to allow all shareholders and depositary receipt holders to follow the meeting and participate actively. We will start by answering the questions we received in advance for each agenda item. After that we will answer the questions for each agenda item that the participants have asked during the meeting via the live chat or directly here in the room. Please feel free to ask questions during the meeting using the live chat. We request that you do this as soon as possible at the beginning of the relevant agenda item. Of course, you can ask the question before then, and I believe even now. More general questions will be included in any other business where possible. We would like to give all participants the opportunity to ask a question. At the same time, we need to keep an eye on the timetable. To give everyone a chance, we ask you to restrict yourself to no more than three questions per agenda item during the meeting.

Participants have the opportunity to vote throughout the meeting. As you can see, voting has now already been opened and will remain open until the close of item 8, the last item on the agenda to be put to the vote Voting results will therefore not be announced until the end of the meeting.

That concludes agenda item 1.

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2. Annual report, corporate governance and financial statements

2.a Report of the Executive Board for 2021 (discussion item)

Chair

We now turn to the discussion of agenda item 2(a) on the report of the Executive Board, and who better to do that than our CEO Robert Swaak.

Mr Swaak

Good afternoon to you all, and welcome to the beautiful building of ABN AMRO. What a pleasure it is to see you here in person. For two years, I have conducted this great meeting in front of a camera and, as I looked into the lens, all the time thinking about what it would be like to exchange thoughts with you about a preceding year. And it now gives me great pleasure to do just that. I do this on behalf of the Executive Board and will set out all the activities and results we have achieved in the past year. It was another year marked by Covid-19, although, as Tom just said, the war in Ukraine makes it seem like a long way behind us, and yet it was only recently that the government decided to lift the measures surrounding Covid-19. It is also a year in which the Bank made progress, with the implementation of its strategy for example.

But first let me say that I am very pleased to be standing here today having, as I just mentioned, attended and held the meeting virtually for the past two years. And to take the lead amidst all these dynamics, when I took office, I identified four priorities that remained relevant in 2021: getting the bank through the Covid-19 crisis, together with the teams and personnel; our social license to operate - an important issue; the execution of our strategy; and the culture of our bank. Four priorities that I identified when I took office and which remained relevant in the past year.

I am and remain immensely proud of how the bank and its staff managed to hold their own during the Covid-19 crisis. In often difficult circumstances, we have remained committed to our clients and have continued to provide service without interruption. The settlement with the Public Prosecution Service was an important step for the bank in terms of its social license to operate. We remain focused on our role as a gatekeeper and on completing the ongoing recovery programmes. We have also made progress on our strategic agenda. For example, phasing out the non-core part of the corporate bank is approaching completion much sooner than expected, and this has also greatly improved the bank's risk profile. But we have also worked hard on matters such as laying the foundation for data and digitalisation. We paid the 2019 final dividend as soon as possible in October and are working hard to carry through our first share buyback programme, as announced in February. I will return to the bank's strategy and our progress on this in a moment, but first let me say something about that fourth priority, culture. The right culture and our social licence to operate are essential to a valuable and healthy future for the bank. It is who we are. It is what we stand for in a culture derived from the bank's purpose, 'Banking for better for generations to come.' Last year, we embedded our core values of 'care, courage and collaboration' in the organisation to further strengthen the culture, and that was an important step forward. But culture deserves our ongoing attention and remains high on my agenda.

As I said, very briefly, our purpose and strategy. I mentioned it just a moment ago. The purpose of 'Banking for better, for generations to come' gives this bank and its employees a compass to make the right choices and decisions in everything we do. This was clearly demonstrated during the pandemic, but our purpose is a guiding principle also for issues such as climate change, how we serve our clients, and how we deal with social inequality

• it's a guiding principle for all our choices and actions. Since 2018, the bank's three strategic pillars have been 'customer experience', 'sustainability' and 'future proof' bank. At the end of 2020, we reviewed that strategy and

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made clear choices, building on the bank's strong foundations. We aim to be a personal bank in the digital age and serve our clients in markets in which we have sufficient scale. We are also becoming a sustainability partner, something we have been working on for years. We are making the bank simpler and more efficient and embedding this in a culture of taking personal responsibility and securing our social licence to operate. This gives us a stable foundation to serve our clients to the best of our ability, to grow in specific segments, reduce costs and increase profitability.

So what have we done on that strategic agenda in 2021? In 2021, we made progress in implementing our strategy. I have already given you some examples, such as rapidly cutting back the non-core part of the corporate bank. But the strong market positions in mortgages and SMEs (among others) are also an important foundation for the bank's future. Last year, we launched several growth initiatives, such as repositioning MoneYou mortgages. In Germany, an Entrepreneur & Enterprise unit is now live, so we also serve business owners there in an integrated way for their business and personal banking needs. Recent years have already shown that sustainability is also increasingly important to the bank commercially. In 2021, we established the sustainability impact fund that invests in key transition sectors such as energy, circularity and social [impact]. And we now offer a sustainability discount to mortgage clients who buy a home with an energy label B. Our expertise supports our clients in their transition to a sustainable society. I will come back to this later in the meeting. We have also worked very hard to make the bank simpler and more efficient so that our front office staff can focus entirely on our clients. We have also changed the structure of the bank: instead of four business units with their own CEOs, we now have three client units. Personal & Business Banking, our first client unit, develops and provides all digital capabilities and services for our clients, while Wealth Management and Corporate Banking, the second and third client units, focus mainly on expertise. This allows us to much more effectively live up to our principle of bringing convenience to the daily lives of our clients and expertise when it matters most. Our bank has a strong position, a clear profile, a clear strategic focus and a rock-solid capital position.

But let us also try to look ahead in a very uncertain world. Low interest rates have put a lot of pressure on our interest income in recent years. We expect this pressure to continue for some time. I have already briefly mentioned the war in Ukraine, where events are still developing at a furious pace. I am very concerned about this war because it is, and will remain, a direct attack on democratic principles and freedom on a scale not seen in Europe since the Second World War. However, the direct impact on the bank is minimal. Our exposure to Russia is less than fifty million euros (€50,000,000), and we have no direct exposures in Ukraine or Belarus. At the same time, the sharp rise in energy prices, the impact of sanctions, the cybersecurity risks and the increased uncertainty in general are clearly having an impact on the Dutch economy, our clients and our bank. These developments have our full attention. In pursuing our strategy in the coming year, we will continue to focus on growth in the focus segments and the new client service model. Our cost control discipline remains important.

But before I tell you more about the bank's financial results, let me briefly explain how the Dutch economy, our largest market, is doing. Even during last year's Covid-19 crisis, the Dutch economy showed resilience and grew by five percent (5%) in 2021. The Dutch government's broad and continuous support of the business community has reduced the impact compared to many other European countries. Despite that, Russia's invasion of Ukraine and high inflation have also made the outlook for our economy more uncertain. The impact on the bank will also depend on how quickly the economy adapts to high gas prices and the supply shock we are now seeing globally, which is also playing out in Europe.

In 2021, we made gains again after a disappointing 2020. You heard me say that last year. Our interest income remains under pressure, partly due to the continuing low interest rates and the winding-down of the bank's non- core activities. Costs remained under control last year, and we achieved our cost target of five point three billion euros (€5,300,000,000) by 2021, excluding the settlement with the Public Prosecution Service, and despite the high cost of fighting financial crime. The credit facilities were very low, even negative. The improvement in our

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bank's risk profile is reflected in adjusting the through-the-cycle level for the costs of risk to approximately twenty

1. basis points. We remain a very strongly capitalised bank that is well placed to weather economic downturns.
   In October, following the lifting of the ECB's 'dividend ban', we could finally pay out the last dividend for 2019. For 2021, we propose a dividend of sixty-one cents (€0.61) per share. In addition, as I am sure you will have noticed and heard, we announced our first share buy-back programme in February. This programme is now almost three- quarters complete.

We have made good progress with our non-financial targets this year. The market share in new mortgages rose from fourteen percent (14%) to sixteen percent (16%). A point for attention I would like to mention right way is the customer satisfaction score, the NPS. This suffered, especially in the first half of the year, from the expected but negative sentiment surrounding the settlement with the Public Prosecution Service, branch closures and price increases for our clients. We are, and will remain, committed to that client satisfaction score. We will continue to strive for a further improvement in the coming years.

Diversity has been a hugely important issue for me for many years. The percentage of women in the sub-top in 2021 rose from twenty-eight percent (28%) to thirty per cent (30%), a good step towards our goal of thirty-four percent (34%) by 2024. We also aim to contribute to a more diverse and inclusive society with our financial products. For example, the Inclusive Banking team focuses on removing possible barriers for certain client groups in products and services. And finally, our sustainability goal. Good progress has also been made there, but I will explain this in more detail under agenda item 2(b).

Ladies and gentlemen, this brings me to my conclusion. 2021 was another dynamic year, marked by Covid-19, but also a year in which we managed to make progress as a bank. We have put the Public Prosecution Service's investigation behind us, we have almost finished phasing out the non-core part of the corporate bank, and we have been able to pay dividends to you, our shareholders, once again. We aim to be a personal bank in the digital age and have made clear steps towards achieving this. ABN AMRO returned to profit in 2021, although, as I just explained, the pressure on earnings continues due to the interest rate climate. We also made progress on the non-financial targets. We also saw some members of the former Executive Committee leaving the bank. I would like to thank them for their commitment and dedication to the bank. Looking at the front row, I see a very esteemed colleague, Christian Bornfeld, and regret to note - for the reasons that have been given - that Christian is leaving our bank. Christian, I will say it in Dutch. I know you will understand. You were a driving force, an inspiration, and an example to many at the bank. We will miss you enormously as a person, as a professional and as a colleague, but we know this is the right move. Finally, I would like to express my special thanks to my more than nineteen thousand (19,000) colleagues. The past year has not been easy for anyone, for us, or for you. In sometimes difficult circumstances and working from home, we have collectively put our shoulders to the wheel to serve our clients as best we can, and I appreciate this enormously. It gives me full confidence in the future of this bank. Thank you for attention.

Chair

Thank you, Robert. Robert will be back in a moment when we turn to the next item on the agenda - sustainability

• which we have included as a separate agenda item.

2.b Sustainability (discussion item)

Chair

That is where we are heading to now, but I want to make a few introductory remarks before I ask Robert to elaborate.

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