ABN AMRO Bank N.V. (ABN) Earnings Call Transcript & Summary

[Interpreted] Robert Swaak is CEO of the Executive Board and is virtually present in the virtual meeting room. You can see him here. Yes, he's waving to me. I'm Tom de Swaan, Chairman of the Supervisory Board. And present are also Mariken Tannemaat, a candidate for the Supervisory Board; notary Clumpkens from Zuidbroek Notarissen is also present to oversee the correct procedure of the vote. Please note some general remarks. As you can see and have read in our announcements, ABN AMRO, to avert possible health risks, has requested shareholders and depositary receipt holders not to attend the meeting in person. Instead, the bank has urgently requested use of the option to exercise the right to vote electronically or via written proxies or via virtual participation. The number present in the room today is, therefore, very limited. Nonetheless, we aim to give all shareholders and depositary receipt holders the opportunity to attend the meeting and to participate in meeting. As usual, this meeting is in Dutch. And as usual, it will be broadcast directly via webcast in both Dutch and English on the ABN AMRO website. In addition, this meeting may be attended virtually as stated. Shareholders and depositary receipt holders have received a convocation and a request to submit questions prior to this meeting to be able to post follow-up questions online. Prior to the meeting, we did not receive any questions from shareholders and depositary receipt holders intending to attend the meeting virtually. That's why, at this meeting, only questions from those present in the room will be answered. At this meeting -- I'm going to give you the figures in a moment. At this meeting, 805 shareholders and depository receipt holders are present, either in person or represented or virtually. And they may cast a total 752,124,167, which equals 80.01% of the total issued capital. The entire meeting is being recorded on audio to draft the minutes. The minutes of this meeting will be available no later than 15 March for 3 months for comments on the ABN AMRO website. After that, the minutes will be adopted in accordance with the Articles of Association and will be signed by the Chairman and the secretary. I note that the shareholders and depositary receipt holders have been convened in accordance with the law and the Articles of Association. So the meeting may take valid decisions and shareholders and depositary receipt holders have not submitted any proposals for consideration at this meeting. On the screen behind me, you see the issued capital of ABN AMRO. It's also on the screen in front of me, and that consists of 940,000,001 shares. Before proceeding with the agenda, I wish to inform you that, as you know, on 30 November 2020, ABN AMRO presented the outcome of its strategy review. At the meeting on 21 April 2021, that's the AGM, you will have the opportunity to ask any questions you may have about this or other current topics since these are not on the agenda today. Now I'm pleased to walk you through the course of events during the meeting. You've seen the agenda in the convocation. It's brief. Behind me and in front of me, you see the agenda on the screen once again. Today, we are at this Extraordinary General Meeting for the appointment of Mariken Tannemaat as member of the Supervisory Board. We did not receive any questions in advance from our virtual participants, that's why, as stated, in answering questions, we will address the depositary receipt holders in this room. Virtual participants have the opportunity to cast their vote throughout the meeting. As virtual participants can see in their app, the vote is already open at this time. And at the end of the meeting, I will disclose the voting results. This concludes item 1 on the agenda. And that takes me to item 2(1). We will address agenda item 2(1), which is the announcement to the General Meeting of the nomination for appointment of Mariken Tannemaat as member of the Supervisory Board. As you have read in the convocation at the General Meeting of Shareholders on 22 April 2020, the Supervisory Board announced a vacancy on that Board. The Supervisory Board has given the General Meeting and the Employee Council the opportunity to recommend suitable candidates for this vacancy. Both the General Meeting and the Employee Council have thus far not taken this opportunity to recommend candidates for this vacancy. The positive position of the Employee Council with respect to this nomination appears in the meeting documents. The Employee Council has indicated that its position does not need to be explained during this Extraordinary General Meeting, and the European Central Bank has consented to the appointment of Mariken Tannemaat. Are there any questions on this matter from the room?

Yes. Please state your name before you ask your question for the minutes. And would you please switch on the microphone? [Speaker is not audible, interpreter apologizes.] Please switch on the microphone. [Speaker is not audible, interpreter apologizes.]

Very well. Chairman, do you hear me? I'm [ Spanior Amsterdam ]. I have a question for you and, of course, for Mrs. Tannemaat as well because in 2017 at the European parliament, SDR 2 (sic) [ SRD II ] was approved. And in 2019, it was ratified by Her Majesty, the King, and by his wife. And on 4 September, your agency bank, you're expected to transmit this information. And I have put this to [ Michael Lance ] at MeesPierson, my investment adviser. I asked him about this.

Mr. [ Spanior ] unfortunately, you have disappeared again. We cannot hear you. [Speaker is inaudible, interpreter apologizes.] Mr. Spanior, we cannot hear you. What is this about?

Is that better, Mr. Chairman?

Yes, I can hear you again.

Should I start again?

Yes. You spoke about the European parliament, and you mentioned Her Majesty, but I think it's His Majesty.

Okay, His Majesty and his wife. Their portrait is hanging downstairs in this building. What matters is that SDR 2 or rather than shareholders directive, I asked for information about that, I requested information from my investment adviser, [ Michael Lance ], at ABN MeesPierson. And to my amazement, what did I receive? Go check online. MeesPierson has an entire discourse about how to continue with ABN. You're sending MeesPierson's clients to Internet. How in the world -- that's ridiculous. It's rude. We are a decent group of customers. And you -- then on the 28th, my banker tells me -- my private banker tells me in the second paragraph of the letter, "Thanks in part to your confidence, we had managed to anticipate the huge challenge. And over the years, we have managed to optimize our services." That may have been the case until September 4. Why can't you serve the private banking customers? It would be very easy for you. I would like the Executive Board and the Supervisory Board lady to tell me how she will check why the Executive Board did not operate according to the law because this is how it is. We, as MeesPierson customers, have indicated our addresses and e-mail addresses voluntarily. So you need to only have an e-mail sent to the bankers as to yes or no regarding the Board. And that would be in accordance with the rules of BAP, and it would be in accordance with the GDPR. Why aren't you doing that? And I would like to know how our new member of the Supervisory Board feels about this?

Thank you very much, Mr. [ Spanior ] for your question. I would not like to submit this question to Mrs. Tannemaat. As you're aware, during these meetings, we do not address problems of individual customers with the bank, but I have taken note of Mr. [ Lance's ] name, and I will ask the secretary to look into exactly what happened. But during general meetings of shareholders, our custom is not to address problems that individual customers have with the bank. But I took note of what you said. Thank you. Any other questions from the people in the room? Once again, we cannot hear you.

To Internet, that's the problem from Mr. [ Spanior ].

Yes, I heard what you said. But Mr. [ Spanior ], I also hope you heard that ordinarily, during shareholders' meetings, we do not discuss the problems that individual shareholders has with the bank and their customer relations.

And I hope you took note of that?

I took careful note of the name of Mr. [ Lance ], and I would like to leave it at that here.

Fine. Thank you. Have we covered this item sufficiently?

Apparently, we have. Now on to agenda item 2(2), which is the explanation motivation by Mariken Tannemaat. The Supervisory Board has decided to recommend Mariken Tannemaat as a member of the Supervisory Board. Mariken Tannemaat has extensive administrative experience in complex international organizations, including various financial institutions. Thanks to her extensive experience in innovation and technological development, Mariken will be able to add exceptional value to the expertise of the bank's Supervisory Board. For additional information, please see Mariken Tannemaat's CV which is included in the meeting documents. Her appointment will take effect as of the close of this Extraordinary General Meeting for a 4-year term, ending at the close of the Annual General Meeting of ABN AMRO Bank in 2025. And as per the questions about Mariken and her motivation for the appointment, I will submit those to her. I will give the floor to Mariken Tannemaat.

Thank you, Mr. Chairman. Good afternoon, ladies and gentlemen. I'm delighted to tell you more about myself and my motivation to be here today. I am Dutch, but I was born in Australia. This is because, throughout my primary and secondary school period, my parents lived and worked abroad. We moved from Australia to Spain, Borneo, Malaysia and Oman. I attended boarding school in Netherlands. And when I was 17, I went to study business administration in Rotterdam. This is the first time that I am spending an extended period in the Netherlands with my family, but I'm still near the coast where I was raised. The day after I graduated, I started what turned out to be a career in finance. I joined the ING management team. And for most of my active life, I was involved in setting up an expanding ING Direct. In that time, it expanded from 0 to 21 million customers in 12 countries. I did this from Amsterdam as well as from London and Paris where I served on the Management Board of ING Direct in France. I have always worked and thought from the customer's perspective and enacted especially in commercial operations, including marketing, sales, product development, customer service. I'm, by nature, interested and inquisitive about new developments in the world, for example, what new technologies may bring us as well as how customer needs evolve and what type of mindset you need to change. So it's probably not unusual that after transitioning to Nationale-Nederlanden, I became Chief Innovation Officer. As such, I was responsible for making and implementing the innovation strategy. As part of the Nationale-Nederlanden management, I was also responsible for digitizing customer experience, including data and the digital front-ended companies. After an intensive period involving the merger of 2 companies after an acquisition, I went to work at Robeco as Chief Innovation Officer where I focused mainly on artificial intelligence and designing and implementing innovation strategy. That was also a period when I started as Supervisory Board member at Wehkamp and at CM.com soon afterwards, both are digital platforms set up by Dutch entrepreneurs. And if you're curious, it's wonderful to be involved in different companies and branches of industry. And then I decided to make this my main occupation. I wanted to maintain my financial roots. And VLC & Partners and ABN AMRO appeared and aligned with both my insurance and my banking background. At the end, there's a reason why you choose to work in financial services for your entire life. I believe in the important role of financial institutions in supporting our customers and the entrepreneurial ambiance, their role as gatekeepers and their pathway towards sustainability. I think it's obvious that when I tell you that ABN AMRO appeared, it aligned perfectly with what I aimed to contribute: a strong Dutch brand and a bank that takes its role in society seriously by improving banking for the generations ahead as well. And it also has a profile of innovation, digitization and strategy, all areas that are of interest to me and that -- about which I have knowledge. Perhaps, it's interesting to tell you that I have gone through an entire digital process prior to my nomination. Today is the first day that I'm setting foot in this building and seeing people live. I'm sure that will happen more often in the future, but for a digital Supervisory Board member, this was a nice experience. And what a fine moment to start with this team and the strategy that takes the customers the basic premise. And this is a time of major challenges not only for the bank but also for the staff and society. I'm deeply impressed by the passion, professionalism that people demonstrated in all interviews and how they deal with the present reality and implementing the future. As such, I hope that on this team, I will contribute in a way that benefits all stakeholders and also benefit the digital and sustainable future of the company. I will leave it at that, Mr. Chairman.

Thank you very much, Mariken. Are there any other questions in the room? Please state your name for the minutes before you ask your question.

Yes, of course. My name is still [ Spanior ] just for the record. My question is at what point did the upcoming member of your Supervisory Board gain insight into your change plan as to how you wish to continue with the ABN because you drafted a plan of change. When did the new Supervisory Board member gain insight into that?

The Supervisory Board member is being appointed today, Mr. [ Spanior ]. And understandably, this was discussed in interviews with her. But since she is being appointed only today, she can receive insight into those documents only today.

Okay. So she will receive those documents to share her view of them today.

Yes. No more questions?

Not from me.

Then, I note there are no questions for Mariken. That takes us to agenda item 2(3), the appointment of Mariken Tannemaat as member of the Supervisory Board. This appointment will take effect at the close of this meeting for a 4-year term ending at the close of the Annual General Meeting in 2025. I propose we open the vote to -- about the appointment. The vote will take place electronically prior to the meeting. Shareholders and depositary receipt holders have the opportunity to exercise their right to vote through e-voting. These votes are being included with the electronic votes cast during this meeting and will be projected on the large screen at the end of this meeting, together with the results of the vote. As indicated at the start of this meeting, virtual participants can cast their vote throughout the meeting. For our depositary receipt holders in the room, you may now cast your vote on agenda item 2(3) by using your smartphone, tablet or PC to cast your vote. Hopefully, you have already downloaded the Lumi AGM app and received instructions at the registration desk. You have a 9-digit meeting ID number followed by your personal user name and password, which you entered at registration. Hopefully, you're already logged on to the Lumi AGM app. Somebody in the room can assist you if that is not the case. I see that is the case, because I see no motion in the room to state the contrary. So everything seems to be working properly. On the screen, the voting item now appears. On your smartphone or tablet, you will see the option to vote in favor, against or abstain in the app as soon as the vote opens. If you do not make a selection, press multiple buttons or options at the same time that will be registered as an abstention. You have about 10 seconds to enter your choice -- not 10 minutes, 10 seconds. You will have 10 seconds to change your choice. And your final choice will count. The vote is now open. Please state your selection. You have about 10 seconds. [Voting]

I will now close the vote for the depositary receipt holder in the room. And the opportunity for virtual participants at this meeting to cast their vote will be closed within a few moments as well. So it may take a moment before the vote appears on the screen. Is it there yet? Yes. I note that the proposal has been adopted. And I am pleased to be the first to welcome Mariken Tannemaat to the Supervisory Board and to congratulate her on her appointment. And beforehand, we discussed what the results might be and that corresponded with my prediction. I now close the meeting, and we'd like to thank our depositary receipt holder present for being present and for contributing to this meeting. And I'd like to thank everybody else. I am now closing the meeting. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]