ABN AMRO Group N.V.€¦ · 24/04/2019 · 5. External auditor 6. Amendment to the articles of association 7. Composition of the Supervisory Board 8. Merger between ABN AMRO Group

Annual General Meeting 2019

ABN AMRO Group N.V.

Gustav Mahlerlaan 10, Amsterdam

24 April 2019

Welcome

Mr Tom de Swaan

Chairman of the Supervisory Board

ABN AMRO Group N.V.

1. Opening remarks and announcements


On the Record date, 27 March 2019, the issued capital of the company consisted

of:

940,000,001 ordinary shares

Of which 470,940,001 depositary receipts have been issued and listed on

Euronext Amsterdam (representing approximately 50,1% of the total issued

capital)

A total of 940,000,001 votes can be cast


Agenda


2. Annual report, corporate governance and annual financial statements

3. Dividend

4. Discharge

5. External auditor

6. Amendment to the articles of association

7. Composition of the Supervisory Board

8. Merger between ABN AMRO Group N.V. and ABN AMRO Bank N.V.

9. Issuance of new shares by ABN AMRO Group N.V. and ABN AMRO Bank N.V. and acquisition of shares

or depositary receipt by ABN AMRO Group N.V.

10. Cancellation of (depositary receipts for) shares in the issued share capital of ABN AMRO Group N.V.

11. Any other business and conclusion

2. Annual report, corporate governance

and annual financial statements

2a. Report of the Executive Board in respect

of 2018

2a. Report of the Executive Board in respect of 2018

Mr Kees van Dijkhuizen

CEO ABN AMRO Group N.V.

Banking

for better,

for generations

to come

Purpose-led organisation to benefit all stakeholders

Clients

Effortless customer experience

Proactive and relevant advice

Safe, stable banking services

Employees

Purpose-led and values-driven culture

Improving the employee journey

Investors

Attractive returns

High capital return

A responsible investment proposition

Society

Integrate societal impact in decisions

Accelerate the sustainability shift

Megatrends

Climate change

Sharing economy

Ageing population

Continuously changing expectations

New technology

Increasing regulation

Safety and security

Unbundling of value chains

Digital ecosystems and partnerships

Disintermediation

OpenBanking

Societal and banking trends Stakeholder expectations

Strategy refresh: three pillars to help us live our purpose throughout the bank

Clear business opportunity

Engage with clients to support

the transition to sustainable

business model

Maintain strong DJSI score

Lead by example

Sustainability

Treasuring the customer

relationship

Customer-focused and data-driven

Effortless and recognizable

customer experience

Partner to deliver better services

and extend to adjacent industries

Customer experience

Improving the employee journey

Purpose-led and values-driven

culture

Product and process rationalisation

and optimisation

Continued I&T improvements

guided by business needs

Future-proof bank

Build on three pillars to the benefit of all our stakeholders: clients, employees, investors and society

Strategic steps taken to further improve profile and profitability

Sharpened C/I ratio to 56-58% by 2020

Nominal cost level 2020 lower than 2015

Focus on sustainability

Real Estate portfolio to average energy label ‘A’ in 2030, sustainable investments as the

norm and becoming a partner of choice to support clients in a circular business model

Continued IT Transformation and digitalisation

Strong digital offering. >70%% of retail sales digital

Peer-to-peer app Tikkie with more than 5 million users

CIB Update

Reduction of RWAs from 39 bn to 34 bn to improve ROE above 10% by 2021

Strategic focus Private Bank

Scalable franchise with strong local brands in core countries in NW Europe

New and decisive management team in place

Strong Dutch economy, a low interest rate environment

GDP growth annualised

0%

2%

4%

Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2019 2020

2016 2017 2018 Forecast

Eurozone NL

NIM bps

2)

120

150

180

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4

2017 2018

NIM

NIM adjusted

NIM 4Q rolling avg.

Dutch economy outperforming Eurozone 1) Net interest margin

1. Source: ABN AMRO Group Economics forecasts of 21 March 2019, CBS Statline

2. NIM adjusted for incidental items and accounting effect of mortgage penalties

Strong capital generation and return

EUR per share, % pay-out

Strong capital generation and return

15.5%17.0% 17.7%

18.4%

2015 2016 2017 2018

FL CET1 in %, Basel III

0.81 0.84

1.45

0.65

0.80

1.45

40% 45% 50%62%

2015 2016 2017 2018

Interim Final Dividend pay-out (%)

CET 1 remains strong

Good results in 2018, delivering on our key financial targets

1. Excluding the gain on PB Asia sale, the ROE was 13.4% and C/I was 61.2%

2017 2018 Target

ROE 14.5%1) 11.4% 10-13%

C/I ratio 60.1%1) 58.8%56-58% by 2020

<55% by 2022

CET1 ratio 17.7% 18.4%17.5-18.5%

(2018 & 2019)

Dividend

pay-out ratio 50% 62%

Additional distributions

considered above pay-out

of 50% of sustainable

profit

EUR m 2017 2018

Operating income 9,290 9,093

Operating expenses 5,582 5,351

Impairment charges -63 655

Profit 2,791 2,325

Total client loans 248,443 252,319

Development key financials Development key financial targets

2017 2018

FTEs 19,954 18,830

Dividend per share 1.45 1.45

Yield as per year-end 2017 & 2018 5.4% 7.1%

Good progress on non-financial targets

1. As reported in the Robeco SAM Yearbook

2017 2018 Target 2020

Gender

diversity in top25% 28% 30% women in the top

Gender

diversity in

subtop

28% 27% 35% women in subtop

DJSI ranking

Top 5% of banking sector

Top 5% of banking sector1

Top 5% of banking sector

Banking

confidence

monitor

3.2 3.3Leading among large

banks

Employee

engagement 79% 80% 80%

Group targets NPS

2017 2018 Target 2020

Retail Banking -9 -9 >= - 3

Private

Banking+12 -1 >= +3

Commercial

Banking-6 -2 >= +3

Corporate &

Institutional

Banking

+32 +45 >= +36

Share price performance since IPO

50%

75%

100%

125%

150%

ABN AMRO Euro Stoxx Banks

23 April 2019

EUR 21.70

Source: S&P Global Intelligence, 23 April 2019

20 November 2015

EUR 17.75

2b. Report of the Supervisory Board in

respect of 2018

2c. Presentation Employee Council

2c. Presentation Employee Council

Ms Arlene Bosman

Ad interim Chairman Employee Council

ABN AMRO Group N.V.

2d. Corporate Governance

2e. Implementation of remuneration policy

2e. Implementation of remuneration policy

Mr Arjen Dorland

Chairman Remuneration Committee

ABN AMRO Group N.V.

2f. Presentation and Q&A external auditor

The better the question. The better the answer. The better the world works.

General Meeting –24 April 2019

ABN AMRO Group N.V.Financial Statements 2018

Audit scope

Financial statements 2018

▪ Consolidated financial statements &Director’s report

▪ Quarterly reviews

▪ Integrated annual review 2018

▪ Corep / finrep and other prudential reporting

Timing

Apr – May ‘18: audit planning and Q1 review

Jun – Aug ’18: walkthroughs key processes and Q2

review

Sep – Nov ’18: test of key controls and Q3

review

Dec ’18 – Mar ’19: year end audit consolidated financial statements,

integrated annual review

Apr ’19 – Jun ’19: corep/ finrep and other

prudential reporting

Audit approach


▪ Application of IFRS 9

▪ Estimation accounts which require management judgment

▪ Compliance with laws and regulations(Standard on Auditing 250) and Fraud(Standard on Auditing 240)

▪ Reliability and continuity of the information technology and systems

▪ What has continued?▪ Understand the business and its environment

▪ Top down, risk based

▪ Control environment / risk control framework

▪ Substantive procedures

▪ Multi-location audit

▪ Team (sector knowledge, specialists)

▪ What has changed?

▪ Increased number of hours of specialists

▪ Increased attention on new disclosurerequirements

Audit focus

Materiality


▪ Independence

▪ Overall approach and scope of the audit

▪ Management letter

▪ Accounting policies applied

▪ Accounting estimates

▪ Significant difficulties encountered during the audit

▪ Quarterly review report

▪ Long form audit report 2018

▪ Audit differences above the threshold

▪ 5% of operating profit before taxation, EUR 1 5 0 million

▪ 2017: EUR 1 5 0 million

▪ Application of materiality

▪ Reporting threshold EUR 7.5 million

Topics discussed with those charged with

governance

Auditor’s report


▪ Quarterly review reports

▪ Integrated Annual Review 2 0 1 8

▪ Prudential reporting

▪ Statutory audit subsidiaries

▪ Other assurance engagements

▪ Unqualified opinion 2018

▪ Scope

▪ Materiality

▪ Key audit matters and conclusion▪ Estimation uncertainty with respect to impairment

allowances for loans and receivables - customers

▪ Estimation uncertainty with respect to provisions for conduct, regulatory matters and restructuring

▪ Reliability and continuity of electronic data processing

▪ Director’s report / non financial information

▪ Going concern

Other results of our audit

Questions?

2g. Adoption of Audited Annual Financial

Statements 2018

Represented Capital General Meeting 2019

Represented votes General Meeting 2019

Present or represented at this ABN AMRO Annual General Meeting 2019 are

1194 shareholders and depository receipt holders

These represented at the Record Date (27 March 2019)

786,374,548 votes, or 83.66% of the total votes

Voting instructions

Voting instructions mobile device

Mobile Device

Please make sure you follow the instructions on the instruction card

During voting

The options are visible on your device

Press ‘for’, ‘against’ or ‘abstain’

Your choice is visible on your screen

Your last choice will be registered

2g. Adoption of Audited Annual Financial Statements

It is proposed to adopt the Audited Annual Financial

Statements 2018

Voting

item

2g. Adoption of Audited Annual Financial Statements

Adoption of the Audited Annual Financial Statements 2018

Vote is open

Voting

item

Please make your choice

1 = For 2 = Against 3 = Abstain

2g. Adoption of the Audited Annual Financial Statements

Adoption of the Audited Annual Financial Statements 2018

Vote is closed

Voting

item

3. Dividend

3a. Explanation dividend policy

3b. Proposal for dividend 2018


It is proposed to adopt a final cash dividend of EUR 752 million or

EUR 0.80 per share over the financial year 2018

Voting

item


Adoption of a final cash dividend of EUR 752 million or EUR 0.80

per share over the financial year 2018

Vote is open

Voting

item




Adoption of a final cash dividend of EUR 752 million or EUR 0.80

per share over the financial year 2018

Vote is closed

Voting

item

4. Discharge

4a. Discharge of each member of the

Executive Board

4a. Discharge of each member of the Executive Board

It is proposed to discharge each member of the Executive Board in

office during the financial year 2018 ending on 31 December 2018

for the performance of his or her duties during that year

Voting

item


Discharge of each member of the Executive Board in office during

the financial year 2018 ending on 31 December 2018 for the

performance of his or her duties during that year.

Vote is open

Voting

item




Discharge of each member of the Executive Board in office during


performance of his or her duties during that year.

Vote is closed

Voting

item

4b. Discharge of each member of the

Supervisory Board

4b. Discharge of each member of the Supervisory Board

It is proposed to discharge each member of the Supervisory Board in

office during the financial year 2018 ending on 31 December 2018

for the performance of his or her duties during that year.

Voting

item


Discharge of each member of the Supervisory Board in office during


performance of his or her duties during that year

Vote is open

Voting

item




Discharge of each member of the Supervisory Board in office during


performance of his or her duties during that year

Vote is closed

Voting

item

5. External auditor

5. External Auditor

Mr Tjalling Tiemstra

Chairman Audit Committee

ABN AMRO Group N.V.

5a. Report on functioning of external auditor

5a. Report on functioning of the external auditor

• The performance of the external auditor (EY) is evaluated on an annual

basis via an internal survey with a representative group of ABN AMRO

managers.

• This survey includes detailed questions regarding among others the

perceived independence, objectivity, professionalism, efficiency and

quality of work (including communication).

• The average result of EYs performance in this year’s evaluation is 3.4 on a

5-point scale (2017 survey result 3.5), which represents a ‘Satisfactory’

score.

5a. Report on functioning of the external auditor

• Main positive points are noted around independence, objectivity,

professionalism, expertise, quality of communication and the quality of the

EY core team. EY is perceived as being sufficiently professionally critical

and challenging.

• Room for improvement was observed around timely discussion of issues

with management of local entities, as well as creating consistency and

stability in staffing of EY teams and improving efficiency in execution mainly

at subsidiaries. Actions have already been agreed with EY to solve the

attention points noted, which will be monitored.

5b. Re-appointment of EY as external auditor for the

financial years 2019, 2020 and 2021

5b. Re-appointment of EY as external auditor

It is proposed to appoint EY as external auditor for the financial

years 2019, 2020 and 2021.

• 2018 was EY’s 3rd year as external auditor of ABN AMRO;

• Continuity is perceived as important and mandatory auditor’s

rotation is only due after 10 years;

• Based upon the performance of EY we therefore propose the AGM

to re-appoint EY for the audits of the bookyears 2019, 2020 and

2021;

• In 2021 we will propose an auditor for 2022 and possibly beyond.

Voting

item

5b. Re-appointment of EY as external auditor for the financial years 2019, 2020 and 2021

Appointment of EY as external auditor for the financial years 2019,

2020 and 2021.

Vote is open

Voting

item



5b. Re-appointment of EY as external auditor for the financial years 2019, 2020 and 2021

Appointment of EY as external auditor for the financial years 2019,

2020 and 2021.

Vote is closed

Voting

item

6. Amendment to Articles of Association

6. Amendment to the Articles of Association

It is proposed to the General Meeting to resolve:

to amend the Articles of Association of ABN AMRO Group N.V. in

order to allow for the appointment of a statutory auditor for a

period of maximum three years; and

to authorize each (deputy) civil law notary and employee of De

Brauw Blackstone Westbroek, to have the deed of amendment of

the Articles of Association of ABN AMRO Group N.V. executed.

Voting

item

6. Amendment to the Articles

Authorisation from the General Meeting to resolve:







Vote is open

Voting

item



6. Amendment to the Articles

Authorisation from the General Meeting to resolve:







Vote is closed

Voting

item

7. Composition of the Supervisory Board

7a. Notification of the Supervisory Board

vacancies

7b. Opportunity to make recommendations by the

General Meeting, with due regard of the profiles

7c. Appointment of new members of the

Supervisory Board

7c. (i) Verbal introduction and motivation by

Anna Storåkers

7c. (i) Verbal introduction and motivation by Anna Storåkers

Anna Storåkers

Proposed member of the Supervisory Board

ABN AMRO Group N.V.

7c. (ii) Verbal introduction and motivation by

Michiel Lap

7c. (ii) Verbal introduction and motivation by Michiel Lap

Michiel Lap

Proposed member of the Supervisory Board

ABN AMRO Group N.V.

7c. (iii) Appointment of Anna Storåkers as

member of the Supervisory Board

7c. (iii) Appointment of Anna Storåkers as member of the Supervisory Board

It is proposed to appoint Anna Storåkers as member of the

Supervisory Board.Voting

item


Appointment of Anna Storåkers as member of the Supervisory

Board.

Vote is open

Voting

item




Appointment of Anna Storåkers as member of the Supervisory

Board.

Vote is closed

Voting

item

7c. (iv) Appointment of Michiel Lap as

member of the Supervisory Board

7c. (iv) Appointment of Michiel Lap as member of the Supervisory Board

It is proposed to appoint Michiel Lap as member of the Supervisory

Board.Voting

item


Appointment of Michiel Lap as member of the Supervisory Board.

Vote is open

Voting

item




Appointment of Michiel Lap as member of the Supervisory Board.

Vote is closed

Voting

item

8. Merger between ABN AMRO Group N.V.

and ABN AMRO Bank N.V.

Simplification of the ABN AMRO group structure

Current situation

(Pre Merger)

Merger with share exchange

1 AAB share for 1 AAG share

To be situation

(Post Merger)

Trust Office(STAK)

ABN AMRO Group N.V.

(AAG)

ABN AMRO Bank N.V.

(AAB)

NLFIDR-holders

(exchange listed)

ABN AMRO Bank N.V.

(Acquiring Company)

ABN AMRO Group N.V.

(Disappearing Company)

Transfer of all

assets &

liabilities

Trust Office(STAK)

NLFIDR-holders

(exchange listed)

ABN AMRO Bank N.V.

(AAB)

Trust Office(STAK)

NLFIDR-holders

(exchange listed)


Positive impact simplification company structure, no changes to:

rights of shareholders or DR-holders and trading of their instruments;

number of outstanding of shares or DRs (no dilution);

group structure of ABN AMRO Bank N.V., the foreign entities or other group

companies, working procedures, operational processes;

composition of Executive Board, Supervisory Board and Executive Committee;

credit ratings of ABN AMRO Bank N.V. and all capital and funding instruments

issued by the bank, other than a positive effect on regulatory capital ratios.


4


The benefits of the Merger are 5.4bn, or +5.1% for the Total Capital position of ABN AMRO. For the

Leverage Ratio the effect is +0.2%

The benefits are gained once the Merger is effectuated and will carry on going forward

The absolute amounts and effects on the other capital ratios are displayed in the table below:

Capital ratios improve following the optimisation

Q4 2018

Reported

ABN AMRO Group

pro forma

ABN AMRO Bank

(after Merger)

Improvement

following

a Merger

Capital in EUR m

CET1 19,346 19,346 0

AT1 950 1,982 +1,032

Tier 1 20,296 21,328 +1,032

Tier 2 3,090 7,446 +4,356

Total capital 23,386 28,774 +5,388

Capital ratios

CET1 18.4% 18.4% +0.0%

Tier 1 19.3% 20.2% +1.0%

Total capital 22.2% 27.3% +5.1%

Leverage 4.2% 4.4% +0.2%

Impact of the proposed simplification of company structure on key ratios


It is proposed to merge ABN AMRO Group N.V. with ABN AMRO

Bank N.V.Voting

item


Merger between ABN AMRO Group N.V. and ABN AMRO Bank N.V.

Vote is open

Voting

item




Merger between ABN AMRO Group N.V. and ABN AMRO Bank N.V.

Vote is closed

Voting

item

9. Issuance of new shares by ABN AMRO Group N.V. and ABN

AMRO Bank N.V. and acquisition of shares or depositary receipts

by ABN AMRO Group N.V.

9. Issuance and acquisition of shares

The authorisations to issues shares, to exclude pre-emptive rights and to acquire

(depositary receipts for) shares allow ABN AMRO flexibility and the ability to

respond quickly to comply with regulatory requirements.

9a. Authorisation to issue shares and grant

rights to subscribe for shares

9a. Authorisation to issue shares

It is proposed to authorise the Executive Board to issue ordinary

shares and to grant rights to subscribe for such ordinary shares

up to a maximum of 10% of the issued share capital

for a period of 18 months

subject to the approval of the Supervisory Board

Voting

item

9b. Authorisation to limit or exclude pre-

emptive rights

9b. Authorisation to limit or exclude pre-emptive rights

It is proposed to authorise the Executive Board to limit or exclude

pre-emptive rights in connection with the issue authorisation granted

under agenda item 9(a).


subject to the approval of the Supervisory Board

Voting

item

9c. Authorisation to acquire shares or

depositary receipts

9c. Authorisation to acquire shares or depositary receipts

It is proposed to authorise the Executive Board to acquire shares or

depositary receipts in ABN AMRO Group N.V.’s own capital


subject to the approval of the Supervisory Board and the ECB and other

relevant regulatory authorities

on the stock exchange or through other means (including but not limited to

by means of acquiring derivatives, or private or over-the-counter

transactions, block trades or otherwise)

at a price between the nominal share value and the highest price traded on

Euronext on the preceding or trading day of the relevant transaction

limited to 10% of the issued share capital of ABN AMRO Group N.V.

Voting

item

9a. Authorisation to issue shares and grant rights to subscribe for shares

Authorisation of the Executive Board to issue shares and grant rights

to subscribe for shares

Vote is open

Voting

item



9a. Authorisation to issue shares and grant rights to subscribe for shares

Authorisation of the Executive Board to issue shares and grant rights

to subscribe for shares

Vote is closed

Voting

item


Authorisation of the Executive Board to limit or exclude pre-emptive

rights

Vote is open

Voting

item




Authorisation of the Executive Board to limit or exclude pre-emptive

rights

Vote is closed

Voting

item


Authorisation of the Executive Board to acquire shares or depositary

receipts for shares in ABN AMRO Group N.V.’s own capital

Vote is open

Voting

item




Authorisation of the Executive Board to acquire shares or depositary

receipts for shares in ABN AMRO Group N.V.’s own capital

Vote is closed

Voting

item

10. Cancellation of (depositary receipts for) shares

in the issued share capital

10. Cancellation of (depositary receipts for) shares in the issued share capital

It is proposed to the General Meeting to resolve to cancel

(depositary receipts for) shares in the issued share capital of ABN

AMRO Group N.V. held by ABN AMRO Group N.V.:

At the proposal of the Executive Board

Subject to approval of the Supervisory Board

Subject to approval of the ECB and other relevant regulators

Limited to a maximum of 10% of the total issued share capital of

ABN AMRO Group N.V.

For a period of 18 months

Voting

item


Resolution of the General Meeting to cancel (depositary receipts for)

shares in the issued share capital of ABN AMRO Group N.V. held by

ABN AMRO Group N.V.

Vote is open

Voting

item




Resolution of the General Meeting to cancel (depositary receipts for)

shares in the issued share capital of ABN AMRO Group N.V. held by

ABN AMRO Group N.V.

Vote is closed

Voting

item

11. Any other business and conclusion

Questions?

Thank you for your attendance & please join us for drinks in the

lounge outside this conference room

Documents

ABN AMRO Group N.V.€¦ · 24/04/2019 · 5. External auditor 6. Amendment to the articles of association 7. Composition of the Supervisory Board 8. Merger between ABN AMRO Group