ABN AMRO Bank N.V. ($ABN)
Earnings Call Transcript · April 22, 2026
Earnings Call Speaker Segments
Tom de Swaan
ExecutivesLadies and gentlemen, dear shareholders and depository receipt holders, I'm pleased to open this meeting. Welcome to this General Meeting of Shareholders. As usual, I'll tell you everybody who is present on behalf of the bank. And on behalf of the Supervisory Board, the entire Supervisory Board is present. I'm the Chairman. To my left is Michiel Lap is Vice Chair of the Supervisory Board and Chair of the Risk and Capital Committee. This is Laetitia Griffith, Daniel Hartert, Mariken Tannemaat; Sarah Russell, who chairs the Audit Committee; Femke de Vries as Chair of the Supervisory Sustainability Committee; and myself, I'm the Chair of the Supervisory Board and also of the Selection and Nominations Committee. On behalf of the Executive Board, the following Board members are present. Some are facing you on the stage, others are elsewhere in the room. To my right is Marguerite Berard, CEO; Ferdinand Vaandrager, CFO; Serena Fioravanti, Chief Risk Officer. In the -- elsewhere in the room, Carsten Bittner, CI&TO; Dan Dorner, the Head of our Corporate Banking; Choy van der Hooft-Cheong, Head of Wealth Management; and of course, Annerie Vreugdenhil, Head of Personal and Business Banking. The Secretary to this meeting is, as usual, Hanneke Dorsman to my left, General Counsel and ABN AMRO Company Secretary. On behalf of E&Y, our auditor, Hanneke Overbeek who is present. And on behalf of the Employee Council, Arlene Bosman. Welcome, Arlene. We have civil law notary Bart Jan Kuck from Zuidbroek present to supervise the correct conduct of the voting at this meeting. Please note the following procedural announcements. Shareholders and depository receipt holders are attending this general meeting in person. That's -- as was also possible to exercise voting rights via electronic or written proxy. The meeting will be conducted in Dutch, as you can hear. Marguerite Berard will be delivering her presentation in English. Questions to her may be asked in Dutch, still, she reserves the right to reply in English. And as usual, this meeting will be broadcast live via webcast on the ABN AMRO website in both Dutch and English. This entire meeting will be audio recorded for the minutes. The minutes of this meeting will be made available for a comment on ABN AMRO's website for 3 months from 21 July 2026 at the latest. And after that, they will be adopted according to the Articles of Association and signed by the Chairman and the Secretary. The shareholders and depositary receipt holders have been duly convened pursuant to the law and the articles of association. This meeting is, therefore, authorized to adopt valid resolutions, and shareholders and depositary receipt holders have not submitted any proposals for consideration at this meeting. I'll now briefly elaborate on the proceedings during the meeting. If you read the convening notice, you'll have seen the agenda. And we would like to give all shareholders and depository receipt holders the opportunity to follow the meeting and participate actively. When answering questions at each agenda item, we will start by addressing the questions we received in advance. And next, we will answer questions asked by participants at the meeting. Some agenda items comprise multiple parts or even many parts such as agenda item 2. We will first deal with all the parts and presentations relating to an individual agenda item consecutively, and we'll then answer all questions relating to those presentations as a whole. At agenda item 2, this will happen following E&Y's presentation. Since agenda Item 2E is put to you for an advisory vote, you will be given the opportunity to ask questions on this matter prior to the vote, provided that they relate to the remuneration report for 2025. During the meeting, you may ask questions by using the microphones. And to give everybody a chance, please limit your questions to a maximum of 3 per agenda item during the meeting. Throughout the meeting, you will have the opportunity to cast your vote. As you can see, the vote is already open at this moment. The vote may remain open until the conclusion of agenda Item 10, which is the final agenda item to be voted on. And we will, therefore, announce the voting results only at the end of the meeting. And that concludes the procedural matters I wanted to share with you. Before I give the floor to Marguerite Berard for the Executive Board report, I'd like to start by reflecting on the past year and make a few comments about the world in which we are taking our responsibilities today. The past year and the first few months of this year once again experienced major geopolitical tensions. In addition to ongoing conflicts in the Middle East and Ukraine, we now also witness a serious escalation of the conflict between the United States and Israel on the one hand, and Iran on the other hand. Aside from the extensive local destruction caused by this conflict, it's seriously disrupting global energy and raw material supply chains. And this has immediate consequences for global economic development affecting both economic activity and inflation. Inevitably, the bank's customers will also experience these -- the consequences, and it's also causing deep human suffering throughout the region, impacting many families. At the same time, the international system of multilateral cooperation is increasingly under pressure. Institutions that for decades were cornerstones of safety and security are being challenged. Especially in these circumstances, it's important to continue building unity in Europe and to support a stable political situation in the Netherlands. As we -- as a bank remains steadfast, we take responsibility and continue to reach out and seek cooperation. Despite all this turbulence, ABN AMRO has performed well and is progressing steadily. The 2025 results were strong. Costs are better under control than ever and optimization of our capital is progressing steadily. Strategically, we have taken important steps. Marguerite Berard's arrival as CEO has visibly brought new momentum, and with the acquisition of HAL Private Bank and the proposed acquisition of NIBC, we are strengthening our leverage in the Netherlands and Northwest Europe. Our renewed strategy focused on profitable growth, value creation and supporting crucial transitions is beginning to crystallize visibly. Our clearing activities are also playing an increasingly prominent role here. These activities are conducive to a robust and internationally connected bank. Like the wider economy, the financial sector is increasingly confronted with rapid technological changes, especially, the applications of artificial intelligence. As things stand, these developments are likely to significantly impact how we do our work in her presentation, Marguerite will address this. For 2026, our focus is on implementing our strategy and building on the current momentum that is undeniably perceptible within the bank. In addition, the focus is on employee engagement, additional simplification and optimization are reducing risk-weighted assets and maintaining constructive dialogue with our regulators. Last but not least, I thank our employees. They have once again endured a year filled with changes and challenges. Their professionalism, resilience and dedication form the foundation of the trust our customers place in us. On behalf of the entire Supervisory Board, I'm grateful to our staff for their wonderful commitment. I now conclude my introduction as well as agenda item 1, and that takes us to the agenda starting with 2a, which is the discussion of the Executive Board report, and I'm pleased to give the floor to Marguerite Berard.
Marguerite Bérard-Andrieu
ExecutivesSpeaking English. My touch is progressing, but not good enough to sustain a full presentation. Good afternoon, ladies and gentlemen. In the next few minutes, I will take you through the key components of what we achieved in 2025, the strategy we have set for the years ahead and the progress we have already made. 2025 was my first year at ABN AMRO, and I'm deeply grateful for the way I've been welcomed to the bank and to the Netherlands. I found ABN AMRO to have strong brands, deep client relationships and people who genuinely care about the bank. That gives us a very strong foundation for our next phase of development. We have set together an ambitious strategy. We have talented people, and we have started executing against our strategy in 2025. 2025, you mentioned it, Tom, was a successful year with many highlights. We operated in an environment that was shaped by geopolitical and economic change. Global markets faced greater uncertainty, and the broader impact of artificial intelligence moved higher on the agenda for all of us. At the same time, the Dutch economy continued to perform well, which supported our activity in many of our core businesses. Against that backdrop, ABN AMRO delivered good financial results. We grew our mortgage portfolio and we grew our customer deposits. We generated strong fee growth, supported, in particular, of course, by the addition of HAL, but also good momentum in client activity. Credit quality remains solid and our capital position stayed strong. 2025 also marked an important strategic milestone for the bank. We launched our new strategy, with long-term ambitions and a clear set of priorities for the short term. You mentioned it, Tom, we see AI, artificial intelligence, as one of the most important developments of our lifetime, with clear relevance for the future of banking. Our approach is both disciplined and practical. We use AI where it solves real clients and business problems. We build it on strong data, sound processes and clear guardrails. Already, this has led to more than 30 Gen AI cases being used at scale in production today. We are ensuring that our staff, our colleagues are AI literate and can adopt these tools confidently, responsibly and at scale. ABN AMRO, I mentioned it's delivered a strong performance in 2025, and we are starting our next chapter with focus and with momentum. Our strategy starts with purpose. The purpose has not changed. Banking for better for generations to come. Purpose matters because it guides where we choose to invest, how we serve our clients and how we create long-term value. From that foundation, we have set 5 long-term ambitions. We want to strengthen our position in Dutch retail banking. We aim to become a top 5 European private bank. We will continue to support family wealth and businesses, which are the true backbone of the economy. And we support European autonomy by financing key transitions in digital, energy, infrastructure and defense. We will also continue to invest in clearing to maintain our global top 3 position. These ambitions built on areas where ABN AMRO already has real strength. That gives the bank a clear sense of direction and a practical agenda for growth. We have translated these long-term ambitions into 3 short-term priorities. The first one is to grow profitably. Our 5 long-term ambitions, I mentioned it, they determine where we want to grow and where we see the best opportunities to create value. Our second short-term priority is to rightsize our cost base, and we aim to realize EUR 900 million of cost savings by 2028. To achieve this, we will keep transforming and simplify our organization, reduce the complexity of our IT landscape and increase the efficiency through artificial intelligence and automation. Our third strategic priority is to keep optimizing our capital allocation. We deploy capital where we can achieve a higher return on equity, applying strict criteria for growth and exiting underperforming exposures. By improving our data quality, we can further reduce our risk-weighted assets. And the capital relief we get from our significant risk transfer operations, we use it to grow in profitable sectors and products. These priorities are supported by clear financial targets for 2028. We are aiming for a return on equity of more than 12%. We are aiming for a cost/income ratio below 55%. We are targeting capital allocation to corporate banking, excluding clearing, of around 50%. Over the next 3 years, we expect to distribute around EUR 7.5 billion of capital to our shareholders. These targets reflect a bank that combines growth, efficiency and strong capital discipline. They are both ambitious and achievable. They are grounded in business cases from all across the bank. Most importantly, these targets rely on levers that are within our control and for which we take clear responsibility. That gives us confidence in the credibility of our plan and the path from strategy to delivery. In 2025, we made good progress already in the areas where we want to grow. In Dutch Retail Banking, the strong housing market continued to support demand. Our mortgage portfolio grew by more than EUR 8 billion in 2025, and our market share remained strong at 19%. The bank is incredibly well equipped to handle higher mortgage volumes with shorter turnaround times and more dynamic pricing. Customer deposits also increased by around EUR 29 billion in 2025, also, of course, reflecting the addition of HAL. Our intended acquisition of NIBC, we keep adding scale and strengthen our ability to accelerate and keep growing over time. In SME banking, New10 reached EUR 1 billion, EUR 1 billion in financing for more than 10,000 entrepreneurs. This is, I think, a good example of how we can combine digital capabilities with client relevance. In Wealth Management, commercial effectiveness increased. We deepened client engagement. We strengthened follow-up and guided more clients from savings into investment solutions that can create long-term value. The integration of HAL will accelerate our ambitions in private banking and is supporting family wealth and businesses. In Corporate Banking, we financed transition sectors in Northwest Europe, and we continue to grow. We also delivered higher fees in clearing in global markets. Together, these developments show that profitable growth is already visible across the areas where we have chosen to invest. Our second priority, I said it, is to rightsize the cost base of the bank. By the end of 2025, around 30% of the targeted FTE reduction have already been realized. External staffing came down strongly through tighter hiring controls. Internal staffing were broadly stable as some external roles were internalized as part of our business, of course, continued to grow and to develop. Out of the EUR 900 million of cost savings that we planned for 2028, around EUR 160 million have already been achieved by year-end '25, mainly from commercial optimization and the streamlining of our IT landscape. This is exactly the kind of progress we want to see. Execution starts with very practical steps and consistent follow-through. We also made good progress in optimizing capital allocation, which is our third priority. Over 2025, credit risk risk-weighted assets decreased by EUR 6.6 billion. That was supported by optimization, data quality improvements and risk transfers. At the same time, we worked on improving the stability and the predictability of our risk-weighted assets and our capital position. The work on capital allocation allows us to deploy more capital to higher return opportunities and to support future growth with discipline. Prioritization also means making clear choices in our portfolio of activities. In 2025, we therefore decided to wind down asset-based finance activities in Germany, in the U.K. and in France. We also made a choice to discontinue our brand, Moneyou, and we took steps to sell Alfam. These decisions require care, require transparency and require respect for all those who are impacted. I mentioned it. Our capital position remains very strong. That gives us the flexibility to invest in our strategy, but also to provide attractive returns to our shareholders. For 2025, we proposed a final dividend of EUR 0.70 per share. Together with the interim dividend of EUR 0.54 per share, this brings the total dividend to EUR 1.24 per share. That equals a 50% payout of our net profit. But in addition, we also announced EUR 500 million of additional distribution. This consists of a EUR 250 million additional cash dividend and EUR 250 million of share buyback program. So as a result, -- so total payout of the bank in 2025 is 87%. At our Capital Markets Day in November, we also announced our intention to return more capital over the 2026-2028 period. A stronger valuation and a clear capital distribution policy supports the bank's ability to pursue its own path and continue creating value over time. Sustainability remains central to our purpose and is a key enabler of our growth and our strategy. Our strategy is becoming increasingly practical and impact-oriented, with a focus on the carbonization. Supporting our clients in achieving their emission targets helps us move closer to our own ambitions, net zero by 2050. In November, we announced our intention to align our full lending book emissions to a well below 2-degree pathways. This alignment will serve as a backstop to our decarbonization goals. Paris is our minimum. While our sectorial targets and the majority of our sectorial targets are 1.5 degrees aligned and they're on track. We will continue to steer on them, and we will continue to bring on clients to that decarbonization. Whether it's via new initiatives like better Beter Wonen to support mortgage clients in making their homes more efficient or our latest commitment to reach EUR 8 billion in renewable energy financing, we will be there to enable emission reductions. We will also continue to work on new commercial propositions for all our clients and we will continue to develop new tools and new incentives for our bankers to help drive further emission reductions over the long run. Let me close by comparing our performance in '25 with the target we have set to ourselves for 2028. In '25, we delivered a return on equity of 8.7%. Our cost income ratio was 64.4%. Our total income was EUR 8.7 billion. Our CET1 ratio was 15.4%, and our capital allocation to corporate banking was 51%. For 2028, our direction is clear. We are targeting a return on equity above 12% with a cost/income ratio below 55%. By 2028, our income will have increased to above EUR 10 billion. We are targeting a CET1 ratio above 13.75% and capital allocation of around 50% to the corporate bank. Our strategy is ambitious and is achievable. But setting the strategy is only the beginning. Disciplined execution is what will make the difference, and that execution is already underway. Our main priority for '26 is to continue delivering against the choices we've made. Our progress so far gives me confidence that we will meet our targets even with ongoing political -- geopolitical, I'm sorry, volatility. We have strong roots to grow from, including a diversified business model, solid market positions, balanced risk management and confidence in the solidity of our bank. And before I close, I would also like to thank Tom on behalf of all of us at ABN AMRO, not only for his leadership, but also for the way he has helped shape the bank over the years. As this is his last AGM, I think it's a fitting moment to express a gratitude on behalf of all of us. Thank you very much, Tom.
Tom de Swaan
ExecutivesThank you. [Foreign Language] Marguerite. Thank you very much. Let's move on to point 2b of the agenda, which is the -- sorry, I have to go back to Dutch. I'm so used to speaking in English. [Interpreted] Now on to agenda Item 2b, discussing the Supervisory Board report. You'll find the extended version in the annual report, and I will briefly elaborate on it. Partly in view of my imminent departure and to ensure continuity of the activities of the Supervisory Board member, the Selection and Nominations Committee conducted a reequipment and selection process for a new member of the Supervisory Board with banking experience. Following a positive recommendation from the Selection Nominations Committee, the Supervisory Board supported the proposal to appoint Jean-Pierre Mustier for a 4-year term as member of the Supervisory Board during this general meeting, and we'll discuss this in more detail at agenda Item 6. Key areas of focus for the Supervisory Board have included succession management and assessment of the revised strategic plan in terms of strategic priorities, financial ambitions, capital position and overall strategic resilience. Marguerite just explained this very well and adequately. Considerable attention has also been devoted to general economic trends and major technical article changes facing the financial sector. In addition, the Supervisory Board addressed organic and nonorganic growth at length. For example, that previously mentioned, acquisition of HAL as well as the intention to acquire NIBC as well as cost trends, capital position, financially, nonfinancial risks. And certainly, also culture data, simplifying the IT landscape, digitization, cybersecurity and anti-money laundering. The Supervisory Board has also devoted considerable time to growth. And in this context, I discussed acquiring NIBC. We received regular updates regarding the most significant financial and nonfinancial 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 system was monitored and discussed. And as in previous years, the progress of the anti-money laundering remediation programs was closely monitored by the Supervisory Board. The Chief Commercial Officers of Wealth Management, Personal and Business Banking and Corporate Banking provided the Supervisory Board with quarterly business updates focused on dilemmas and challenges facing the client units. Market trends, strategic initiatives, income, cost control performance and nonfinancial risks were key themes in this regard. In addition, the Supervisory Board addressed supervision of a number of the bank's larger subsidiaries. The 5 Supervisory Board committees, i.e., the Audit Committee, the Risk and Capital Committee, the Remuneration Committee, the Selection and Nomination Committee and the Supervisory Sustainability Committee discussed a wide range of matters to prepare for the Supervisory Board's meetings and its decision-making. The Audit Committee conducted intensive discussions on trends in the financial results, the quarterly reports and the annual report. In addition, the Audit Committee discussed inter-alia reports from the internal and external auditors and continue to focus on data management and data and reporting programs. Bank-wide risk reports and funding and capital plans were key topics for the Risk and Capital Committee. In addition, the Risk and Capital Committee was kept informed on a regular basis of the progress of AML remediation programs, as mentioned earlier. The Remuneration Committee advise the Supervisory Board on matters, including the performance of the Executive Board members and employees remunerated above the collective labor agreement level of exec. The KPI framework and KPI setting and retention arrangements for subsidiaries. In addition, the fines imposed by De Nederlandsche Bank for violating the bonus ban was discussed in detail. The Selection and Nominations Committee advised the Supervisory Board on matters such as recruitment and selection, annual review of the Executive and Supervisory Board performance and amendment of the collective profile of the Supervisory Board. In 2025, the Selection and Nominations Committee advise the Supervisory Board on the appointment of the CEO, Marguerite Berard, as well as the reappointment of Mariken Tannemaat and Daniel Hartert as members of the Supervisory Board. The committee also gave a positive recommendation on the appointment of Michiel Lap as Chairman of the Supervisory Board, reappointment of Sarah Russell as a Supervisory Board member and the proposed appointment of Jean-Pierre Mustier as a member. We will discuss this in more detailed agenda item 6, as stated. The Selection and Nominations Committee also gave a positive recommendation regarding reappointments of the 3 executive Board members holding the title Chief Commercial Officer. Please note that the COO position within the Executive Board has been discontinued, following Ton van Nimwegen whose departure at the start of this year as part of the ongoing effort to simplify the bank structure wherever possible, the responsibilities of the COO portfolio will be distributed among other executive Board members. Key topics for the Supervisory Sustainability Committee included climate strategy, commercial sustainability opportunities and initiatives within client units. The ESG report featuring updates on a range of strategic ESG-related initiatives, sustainability risk, ESG risk management governance and developments relating to EU ESG regulations. The Supervisory Sustainability Committee issued a positive recommendation on the outcome of the 2025 CSRD double materiality assessment. Intensive and constructive contact was maintained with various stakeholders throughout the year, including, of course, De Nederlandsche Bank, the European Central Bank, the AFM as well as NLFI and the ABN AMRO stock. And this concludes the explanation of the Supervisory Board's report. I will now move on to Item 2C, which is the presentation by the Employee Council, which, as usual, but today for the last time, will be delivered by Chair Arlene Bosman. Please go ahead.
Arlene Bosman
Executives[Interpreted] Ladies and gentlemen, today, I am addressing you for the last time. Over the past 8 years, I have done this 6 times before, and I will take this opportunity to reflect on various themes that kept recurring. In 2021, we appealed to move away from the one-size-fits-all approach to working from home. Due to the pandemic, we were forced to work from home at the time, but wanted to be in the office. Last year, I used the same phrase, but at that point to indicate that not everybody needs to be in the office with the same frequency. Now we mainly want to work from home, but also acknowledge the value of being together in the office. You could say that this change might have been a little too successful because we keep seeking the right balance. The many reorganizations that occur when new CEOs take office and at the start of a new strategic period are also striking. We are currently in such a period. Again, we are steadily heading toward our goal with a target set at 1,500 FTEs by the end of 2025. For years, the employee participation body has been advocated more organic change. In 2021, I described this as moving from abrupt change involving compulsory redundancies to growing into a new situation. We have even devised a comprehensive approach together with HR sustainable change. Unfortunately, we apply this approach very little in practice and keep opting for reorganization instead. This change has therefore been less successful. And as the employee represented a body, we remain committed to it. Sustainable change takes time, time to think ahead, time for employees to develop and evolve and time to actually find that new role. This is not always possible given the pace at which cost savings must now be realized. Sometimes that speed is necessary, but not always. If we were to apply true pricing to reorganizations, including the cost for HR, the works council and the loss of productivity of the employees concerned, I believe we would opt more frequently for organic change. Shouldn't we pay more attention to this? The employee participation body would like to engage in dialogue on this matter. In 2023, I mentioned high staff turnover. In that year, the reorganization impacted 8,000 people, that led many people to feel insecure. If you're not careful, you lose the talent needed to build the future. And this supports paying attention to your employees. Give us the chance to grow and progress internally. The ongoing recruitment freeze that I mentioned last year is forcing us to improve our internal mobility. This too takes time. It seems easier to find a jack of all trades on the external labor market than internally, but I'm deliberately using the term seems because such people are present at ABN AMRO. And if not, with some time and attention, you could, so to speak, help that extra trade come to fruition. The final topic I'll mention is technical innovation. In 2023, I first mentioned artificial intelligence at a shareholders meeting. And since then, it has become a recurring theme in my writings. I'm pleased that ABN AMRO is staying on top of this and paying close attention. This is not -- there's not only talk of artificial intelligence, but plenty of development, experimentation training. We have no time to lose here. Last year, the boundary conditions for the use of Gen AI were adopted within the bank and a request for advice. This is an important milestone for us. Next year, there will be a new chair from the Central Works Council. Equally importantly, the Supervisory Board will also have a new chair. We're delighted that Michiel Lap is taking over this important role from Tom de Swaan. On behalf of all my colleagues, I'm deeply grateful to Tom. You have restored calm in the Supervisory Board and have composed a diverse and highly expert team. With the arrival of Jean-Pierre Mustier and the reappointments of Sarah Russell and the 3 CCOs, Annerie Vreugdenhil, Choy van der Hooft and Dan Dorner, we are fit for the future. A wise decision in our view. We are deeply grateful to for everything you've done for ABN AMRO over the past 8 years. You have put in many hours. We regularly spoke with you. And during those chats and conversations, you're always very transparent showing your trust, and I deeply appreciated that. I wish you every happiness and success in whatever lies ahead. Thank you for listening.
Tom de Swaan
Executives[Interpreted] Thank you, Arlene. I would also like to take a moment to express our sincere appreciation for all your work. After you were leaving your role as Chair of the Employee Council after 8 years. And I know I speak on behalf of the entire bank in thanking you for the way we've been able to work together. You mentioned this as well. Our relationship has always been professional, open and mutually respectful. And I recall some very intensive conversations in my office on the 22nd floor in recent years. You have consistently championed the interests of our staff. Well, at the same time, you also kept in mind the broader responsibility that we shoulder as a bank. That was always very special. How you managed to weigh those 2 interests. I have always valued the constructive dialogue with the Employee Council in general and with you in particular, in these conversations, everyone was clear about their own roles and responsibilities. And based on that, we always saw what would be best for the bank and for our people. And I don't think that many people outside the banking industry know about our tripartite consultation. It's not known in Dutch corporate governance. But we meet together with the Employee Council and the Supervisory and Executive Boards to discuss general matters concerning the bank, and that's how we keep each other informed of the trends from our perspective. And we're able to exchange ideas with the Employee Council about strategic trends at the bank. And quite honestly, I've always found those meetings highly enjoyable because each time I noticed that the Employee Council was deeply involved in the well-being of the bank, not only the employees, but with the bank in general. And I'd like to thank you as the driving force for that. Thank you for your dedication and your diligence and your tremendous commitment to the bank over the years, and we wish you all the best in whatever lies ahead. You have the world ahead of you. Thank you. Now on to agenda Item 2d, which is corporate governance. And as usual, at this agenda item, we will discuss the highlights of the corporate governance structure and compliance with the relevant corporate governance codes. In the leadership and governance chapter in the annual report, you will have found an extended elaboration on this topic. Over the past year, an important but not unexpected change took place in our shareholder structure. Last year in May, NLFI announced that its stake had dropped to less than 1/3. As a consequence, NLFI no longer had prior approval rights with regard to, first, the issue of shares; and second, investments or divestments with the value exceeding 10% of the bank's equity. In September, NLFI announced it would be launching the following open market program, through which it intends to reduce shareholding to approximately 20%. And you will undoubtedly have noticed that the bank has made various announcements concerning mergers and acquisitions. I'll walk you through them if you don't object regarding personal and business banking. There are 3 changes: Acquisition of NIBC Bank; the proposed merger of ABN AMRO mortgage group; and the sale of Alfam to Rabobank. NIBC is a natural fit for ABN AMRO, enabling us to strengthen our prominence in the Dutch mortgage market. At the same time, we will realize considerable growth in our savings activities by purchasing this bank by adding high net worth retail clients. This expansion applies not only to the Dutch market but also to the Belgium and German markets. This superbly illustrates our strategy and focus. And that also holds true for the proposed merger of the ABN AMRO mortgage group and the bank and the sale of Alfam. Both are aimed at simplifying the organization and improving operational efficiency. The acquisition of NIBC and sale of Alfam remains subject to the relevant regulatory approvals and consultations with the works councils. Both transactions are expected to be finalized in Q3 of this year. Within Wealth Management, on 1 July 2025, the acquisition of Hauck Aufhäuser Lampe Privatbank, also HAL, was completed. In doing so, this leading German private bank has thus become part of the ABN AMRO Bank. We will discuss the bank's integration plans for HAL at agenda Item 8. In the 2025 annual report, ABN AMRO reported on its compliance with the corporate governance code. In 2025, ABN AMRO once again continues to comply with the corporate governance code this year. The codes and regulations chapter in the 2025 annual report provide additional information about this. In addition, on our website, you'll find a comprehensive overview of how the bank applies the corporate governance code. In the context of the most recent amendment to the corporate governance code, I'd like to talk about the implementation of the risk management statement, also known as the VOR, V-O-R. The VOR is a new requirement under the Corporate Governance Code since 20 March 2025. This statement provides stakeholders with greater transparency regarding how companies have structured their internal risk management and control statements, how these systems function and how effective they are. The focus is on 4 risk areas: operational, compliance, financial reporting and sustainability reporting. The provisions from the corporate governance code relating to the VOR applied from the financial year starting on or after 1 January 2025. ABN AMRO has thus incorporated the VOR in the management control statement as included in the annual report. Next, on to Item 2e because that covers Item 2d, the remuneration report. I will refer to the remuneration report in the 2025 annual report and as attached as a separate meeting document as well. I'm pleased to give Mariken Tannemaat, as a member of the Remuneration Committee, for a brief explanation. There she is. Yes, behind you.
Mariken Tannemaat
Executives[Interpreted] Yes, I've activated the microphone. Can everybody hear me? Dear shareholders, ladies and gentlemen, on behalf of the Remuneration Committee, I am pleased to elaborate on the remuneration report for 2025. Our remuneration policy is entirely aligned with our purpose banking for better for generations to come and is designed to attract, develop and retain talent in a manner consistent with our social role. In doing so, we consider applicable European and Dutch legislation, regulation, including CRD5, the Wbfo, and the EBA guidelines. These frameworks are the foundation for transparent and fair and responsible remuneration policy, clearly defining the link between performance behavior and remuneration. 2025 was a year of significant development. The bank announced temporary hiring freeze to curtail costs. In 2025, the bank also introduced a new strategy in which people and performance is one of the key pillars linked to the announced rightsizing of the organization. In 2025, De Nederlandsche Bank post a fine on ABN AMRO for breaching the bonus spend during the period 2016 to 2024. This fine relates to the salary and remuneration of various positions under the statutory board. The bank acknowledge this interpretation of the relevant statutory provisions was incorrect despite it having been drafted in good faith and paid the fine. In 2025, significant attention was devoted to good employment practices. We continue to invest in well-being sustainable employability and modern employment conditions such as hybrid work and mobility schemes. This enables our employees to continue performing to work effectively, safely and in a future-proof manner. Performance assessment takes place via our global together and better framework in which employees set goals in terms of results, conduct development and risk awareness. A specific KPI framework applies to identify staff, including the executive Board, at least half of their objectives are non-financials. These include objectives in sustainability. Our NPS and risk and compliance. In 2025, we saw a tangible progress on sustainability and the climate plan and the KPI for risk compliance and regulatory was even exceeded. Altogether, variable remuneration for 2025 amounted to EUR 128 million, which is higher than last year, partly due to the acquisition of HAL. For identified staff, variable remuneration is awarded in installment, 60% immediately, 40% deferred. Both components consist of half cash and half noncash instruments. No penalty was applied for 2025. This decision was taken following a sense of risk and conduct assessments. As in previous years, the Executive Board received only fixed remuneration due to the statutory bonus ban that is applicable. In 2025, the fixed remuneration was adjusted solely by collective agreement indexation and keeping with rules that apply for as long as the state remains a shareholder. Although benchmark research shows that the Executive Board's remuneration lags substantially behind the market and risks arise regarding retention, we have no scope to deviate from this. The Executive Board's performance in 2025 was assessed based on a comprehensive KPI framework. The financial targets presented a mixed picture with cost control in order, but requiring ongoing considerations and targets relating to sustainability and the climate plan were achieved and the results for risk compliance and regulatory were ahead of target. The employee engagement score fell slightly to 79%, but remains relatively high. Good results were also achieved in a customer level, particularly for the RNPS. The remuneration of the Supervisory Board in 2025 consisted exclusively of a fixed component, and this was adjusted for inflation by 4% on 1 January 2025, and by 1% on 1 July 2025, according to the policy frameworks. Finally, regarding remuneration, of course, we continue to attribute great importance to transparency and ongoing dialogue with shareholders, employees and other stakeholders. Ladies and gentlemen, I hope this explanation gives you a clear picture of the remuneration policy and the choices we make within our [indiscernible] and I look forward to your questions.
Tom de Swaan
Executives[Interpreted] Thank you, Mariken. Ladies and gentlemen, as mentioned at the start of the meeting, we'll now proceed to answering questions insofar as they relate to the 2025 remuneration report, only questions about that. Other questions are going to be answered after the next agenda item. So we'll answer questions relating to the agenda items in the following order. First, questions we received in advance and then the questions asked by those present here. And as I said already, please limit the number of questions per agenda item to a maximum of 3. In this way, all shareholders and depository receipt holders will have an opportunity to ask questions within the time framing of this meeting. We have not received any questions in advance. So are there any questions from the floor about the remuneration report, please? Mr. Bos, good afternoon.
Van de Bos
ShareholdersMr. de Swaan, former colleague of mine.
Tom de Swaan
Executives[Interpreted] Well, almost, well, let's not get into that.
Van de Bos
Shareholders[Interpreted] Yes, you were a former colleague. We're both pensioners. Half year already, right? Yes, okay. My name is Van de Bos, I'm a private shareholder. What Mrs. Tannemaat just explained surprises me. With respect to the penalty that had to be paid because of the bonuses. In my simple thinking, do we have an external auditor who keeps an eye on whatever is allowed in law and whatnot? And that brings me back to my former bugbear when we had high interest rates in a former subsidiary and the auditor was sleeping too? Or is this the wrong conclusion? Doesn't an auditor also review salaries, bonuses and check whether they're according to legal provisions or am I wrong?
Tom de Swaan
Executives[Interpreted] Answer. Well, Mr. Van de Bos, you're never wrong. Let me start by saying that. But I believe that you may not have been abreast of all developments. The thing that happened is there are obviously provisions. And it's always possible that one party interprets those provisions differently from another. And in this situation, that was indeed the case. We had a different interpretation on a small part. It's not about the bonus ban for the Executive Board or Supervisory Board, et cetera, et cetera. We are looking at minor amounts for a limited number of employees, about which we had a different interpretation of the legal provisions and De Nederlandsche Bank. This is all about 7 employees, lower in the hierarchy of the organization. We decided here to -- in the end, accept the other interpretation of De Nederlandsche Bank and on the basis of that, they issued a penalty. But we were of the full conviction that we had applied the legal provisions correctly. De Nederlandsche Bank was of a different opinion, a different interpretation. And in the end, we applied their interpretation, and that's how it went.
Van de Bos
Shareholders[Interpreted] Question. But if you have concern about a certain legal provision, more doubts, then wouldn't you have that assessed by, I don't know, some kind of experts, some kind of external consultancy that will offer a clear opinion about that and give whoever's interpretation, the bonus of being right?
Tom de Swaan
Executives[Interpreted] Answer. Well, the law is the law. It has an explanatory note, has an interpretation by the minister that is presented then to the parliament, et cetera, et cetera. All of that is a much broader basis. And then it can happen that even though you have good advisers, expert advisers as we had, that you can then still give that legal provision -- the provision in the law, but in the explanatory notes or in whatever letter the ministers sent to the parliamentary -- members of parliament, and that you give a different interpretation to one of those parts or documents. And this referred to a very minor amount. And at a certain point, we decided to follow and or accept the interpretation of De Nederlandsche Bank. And on that basis, this was concluded.
Van de Bos
Shareholders[Interpreted] Well, wasn't that then damage that you didn't assess correctly? I mean it's very simple. If I drive more than 100 kilometers per hour, then I'm penalized too.
Tom de Swaan
Executives[Interpreted] Answer. I believe that the interpretation of these remuneration provisions aren't as simple as 100 or 150 kilometers per hour.
Van de Bos
Shareholders[Interpreted] Shareholder. Well, I still don't understand it, and I understand that the interpretation is more difficult than my example. But thank you for your clarification.
Tom de Swaan
Executives[Interpreted] de Swaan. More questions about the remuneration report, please. First, the gentleman in the back.
Unknown Shareholder
Shareholders[ Jesper Jensen ] on behalf of the Association of Private Shareholders. Again, a question about the penalty. So I heard it was a minor amount, but I looked into the decision issued by De Nederlandsche Bank. This is approachable behavior across a longer period of about 8 years. In order was given to stop paying out bonuses, still the bank continued. I'm sure there was a post mortem done. Can you say -- whatever that says about the culture at the bank in complying with rules? Was this really an interpretation mistake? Or have you consciously looked to -- looked for the limits or restrictions that regulators would set or pay. Further on Page of 378 in your annual report, you say that there are still open files with the regulator on this subject matter. What will happen? Is there more pain to be expected? And my last question is on the possible mitigation of the bonus rules. There is a draft law that has to be voted on in the Senate. But how much room to maneuver? Does ABN AMRO expect there every year. There is a sentence in the annual report that explains the concerns of the bank in being competitive for talent, et cetera. Can -- are you then going to pay out bonuses? And can you give us more information?
Tom de Swaan
Executives[Interpreted] Answer. With respect to your first point, all I can say is that in the course of the years, we were in a constant dialogue with De Nederlandsche Bank about a change in the bonus legal provisions since 2025. The original provisions are -- date back to 2009, I believe. So there was an extension of the legal provisions, and this extension or this change was open for various interpretations. Now this was followed up by a letter by the minister and the discussion in the parliament. And the cases we're talking about, 7 to be precise. As a consequence to this change in bonus. I correct, it's 2015, the change, led to years of legal debate. And in the end, last year, we said, okay, we're prepared to accept the interpretation by De Nederlandsche Bank, and we paid the penalty sums. And by the way, we stopped long before that. We stopped paying out that bonus. Second, is more of this ahead? The answer is no. This file has been closed and concluded. Now with respect to the discussion in the Parliament that started recently, where a suggestion was made by the minister. To extend possibilities for bonus payments in the financial sector pertains to employees lower in the organization, specifically technical areas of work where the labor market is very scarce. It's difficult to attract nonregulated financial sector areas. This does not pertain to ABN AMRO. We do not fall under the normal rules for variable remuneration. With respect to the banking sector, with a top of 100% and the maximum of 20% of the full labor cost, that is not applicable to ABN AMRO because as long as the state remains a shareholder of ABN AMRO, we have a full bonus plan for those identified staff. We can pay at certain levels, a variable remuneration, but those employees under those levels cannot be paid a bonus, and that won't change.
Unknown Shareholder
Shareholders[Interpreted] Question. You said you stopped. But if I read the decision -- the penalty decision, the payment was continued an extra tranche. Wasn't there a postmortem? This is 7 people. Was it that important?
Tom de Swaan
Executives[Interpreted] Answer. I would like to take care not to go into further detail with this case. With respect to further payments, those were promised variable remuneration items. And if you already know this, I'm going to explain. This variable component is paid in parts. There's a point in time where -- in which it's promised, and then the payment takes effect in the course of a number of years. So we had promised. We had an understanding and an agreement with those staff members. And the formal discussion arose with De Nederlandsche Bank. It is this applicable to those promised payments, which is a personal commitment to those staff employees, and that is why we continue those personal payments. And at a certain point in time, we stop them because the Dutch Nederlandsche -- De Nederlandsche Bank had a different opinion.
Unknown Shareholder
Shareholders[Interpreted] Question. Well, what is in the annual report is the truth. There is a small sentence in there with respect to infringements. On the provisions, you are saying now that, that is not the case.
Unknown Executive
Executives[Interpreted] Answer. This was with respect to a subsidiary of ABN AMRO, which has been finalized, and that has not led to a penalty. Mr. Van de Bos, you have already asked a question, but I see a gentleman in the front.
Unknown Shareholder
Shareholders[Interpreted] I only have a brief question. Which subsidiary was that?
Unknown Executive
Executives[Interpreted] Answer. I do not believe that, that is important. I'm fine saying it. We have a number, we'll then say it. These were a couple of subsidiaries and some of them, variable remuneration is paid and others not. Please, next question.
Unknown Attendee
AttendeesI find this discussion penny-wise but pound foolish. If I look at our Prime Minister, Rob Jetten, EUR 262,000 is what he receives per year. That's a capped payment. But the CEO of ABN AMRO gets more than EUR 2 million. And that is extraordinary in the market situation. If I look at the CEO of KPN, under EUR 1 billion, and he gets EUR 500 million per year. It's important to look closely at the market. It's also important that ABN AMRO, which was the largest bank in the Netherlands and a worldwide appreciated bank. Unfortunately, ABN AMRO and ING didn't make it together. Otherwise, we would have had a megabank fitting to the market situation. Now interesting that you are now moving towards a private bank, a private bank for Suriname inhabitants.
Tom de Swaan
ExecutivesMay I ask you, we're only talking about remuneration. We're not talking about wealth management or other agenda items. We'll deal with those in a minute.
Unknown Attendee
Attendees[Interpreted] Well, but if we look at the remuneration, if we look at the norm of the standard for the Prime Minister, then that's quite, quite a lot. But if we compare it to the market standard, it's not a lot. So penny wise and pound foolish.
Tom de Swaan
Executives[Interpreted] Answer. I'm afraid that, that is not for us to decide, but for others. Are there any other questions about the remuneration report? If that is not the case, then this is the first agenda item to be put to the vote, and this vote will be conducted electronically. If you vote in favor of this agenda, this means you are in favor of a positive recommendation. If you vote against, this means you're in favor of a negative recommendation regarding the remuneration report. So the result of the vote is an advisory nonbinding vote. And let me now talk about the issued share capital of ABN MRO and give you the numbers. This is 823,201,264 ordinary shares, of which 823,201,264 are ordinary shares with voting rights. At this meeting, we have, and I'll have to look at this, we have 3,549 shareholders and depository receipt holders present in person or represented. They represent a number of 652,288,972 votes, which means 79.24% of the total number of ordinary shares with voting rights. After the meeting, I'm going to ask everyone to repeat these numbers. But prior to the meeting, shareholders and depository receipt holders had the opportunity to exercise their voting rights already via e-voting. And these votes are, of course, going to be included in the electronic votes cast during this meeting, and everything will be reflected at the end of the meeting in the voting results. As I already said, participants may cast their votes throughout the entire meeting. The results of the votes will be announced at the end of this meeting. Now ladies and gentlemen, we will move on to agenda Item 2f, the presentation by the external auditor. And I would like to hand over to Hanneke Overbeek of EY.
Hanneke Overbeek
Attendees[Interpreted] Thank you, Chair, and good afternoon, ladies and gentlemen. Thank you for this opportunity to explain our assurance work in relation to the 2025 annual report of ABN AMRO Bank N.V. I'm Hanneke Overbeek, and since 2024, I've been the EY partner with final responsibility for the audit of ABN AMRO. The content of the financial statements is the responsibility of the management and the Supervisory Board. And the way in which they have already addressed this, in my opinion, provides an accurate representation. My responsibility is the audit of the financial statements, and I will therefore discuss the audit using a number of slides. In addition, I will also briefly discuss our work on the management report, which includes the statement on risk management, the VOR and our work on sustainability reporting. And of course, I'm available to answer any remaining questions regarding the audit after my presentation. As you will have read in ABN AMRO's report, we've issued 3 statements. One, an audit opinion on the financial statements. You can find this on Page 415 and onwards. Secondly, a report on the sustainability statements as included in the annual report on Page 427 and onwards. And a report on other sustainability information as included in the Strategy and Performance section of the Executive Board report as included in the annual report. You can find this on Pages 424 and onwards. The audit report was issued by myself. As in previous years, reports on sustainability were issued by my colleague and partner, Remco Bleijs, who is also present here. We adopt an integrated approach with the financial and sustainability auditors collaborate on metrics and disclosures that are overlapping. For all 3 reports, I would like to walk you through the approach and the key aspects of our audit. What were the key areas of focus? What were our main conclusions? And finally, I shall make a number of concluding remarks, which I believe are relevant to you as shareholders. Now next to the audit of the consolidated financial statements prepared in accordance with IFRS and as discussed in this meeting, we also review ABN AMRO's quarterly reports. We assess various reports for the regulators and we carry out statutory audits of various subsidiaries of the group and undertake various audit-related engagements. Now as you can see from the overview on this slide, we're involved throughout the year and we also hold formal coordination meetings with the Executive Board and the Supervisory Board every quarter. Let's look at our audit approach. We determine our audit from a group perspective on what the most important and developments and risks are at consolidated level. And we incorporate these in our approach. And this slide lists the key areas on which we explicitly focus during our audit work in this year. External developments include, for example, geopolitical circumstances, which have already been mentioned, interest rate adjustments and the potential impact they may have on valuations in the financial statements, and they also include the rise in the use of AI in business processes, which may entail new risks in the audit. Now in 2025, ABN AMRO hadn't applied AI in the process is relevant to the financial statements yet. So we, therefore did not identify any risks in this regard. Another point requiring clarification is the statement on risk management included in the management report. This statement, which applies for the first time to the 2025 financial year was incorporated by ABN AMRO in the management control statement, which was already included in previous years. Now our role in relationship to the risk management statement is to determine that it is consistent with the financial statements, and that it contains no material misstatements in the light of the knowledge gained during the audit and whether all points were included that are obligatory. We monitor the implementation process. We reviewed the internal support and documentation for the risk management statement. Any observations made in this regard were shared with ABN AMRO and where necessary were followed up as well. Now next to the attention areas, we also determined the materiality threshold. For the audit of the 2025 financial statements, we set our materiality threshold at EUR 180 million. We report all audit differences exceeding EUR 9 million to the Supervisory Board. The basis for determining materiality are less than 1% of the bank's equity, and this is in line with what we stated in the previous year. The audit of the Dutch business units was carried out by our Dutch team, the audit work for the units in the U.S., France and Germany was carried out by our local EY colleagues, except for the acquisition of HAL where we engaged a non-EY auditor. We provided our local colleagues and the non-EY auditor with instructions regarding the work to be performed and also discussed and assess the work they carried out, enabling us to take responsibility for the full audit of the consolidated financial statements. Moreover, we involved a range of specialists in our audit team. Amongst others, experts in the areas of modeling of valuations, and this year, acquisitions, legal and regulatory reporting. If you looked at our audit report, you will have seen that we included 3 key audit matters. And these are: first, loan loss provisions; secondly, other provisions and also disclosures regarding contingent liabilities, including those relating to dividend arbitrage and compliance matters. And thirdly, reliability and continuity of the IT systems, including cybersecurity. In our auditor's report, we included further information on these key points, such as with respect to the risk we identified in these items and the selection of the most significant order procedures we performed as well as our key observations. You will find all of this on Pages 420 to 421 of the annual report. The risk of fraud and noncompliance. I would like to tell you a little more about these risks and also about the noncompliance with laws and regulations. These are important aspects of our audit, for which we also engage our forensic and legal specialists. Our work was carried out in accordance with the current standards. Now we focus primarily on the policy principles and processes of the bank, such as zero and the work of the compliance and security and integrity management departments of the bank. Furthermore, we hold regular consultations with internal audit, take note of the internal filings from those internal audit reports and discuss with them our mutual risk assessment of the bank and other observations relevant to our work. In addition, we carry out our own observations, including through targeted data analyses and blind checks, specifically for those items in the financial statements where the nature of the item presents an increased risk of fraud. Examples include the provision for credit losses. Furthermore, we naturally pay attention to the progress of the bank's AML improvement programs as well as the follow-up to other investigations by regulators. Now next to the audit of the financial statements. As indicated earlier, we've also assessed whether the CSRD sustainability reporting and specific other sustainability information as included in the Strategy and Performance sections of the annual report comply with the applicable international guidelines. Now this means that we determined whether the sustainability reporting, including the double materiality analysis, has been prepared in accordance with the CSRD, ESRS standards and the EU Taxonomy Regulation. Furthermore, we determined whether a number of other sustainable performance indicators correspond to the policy activities, events and performance in the field of sustainability, and whether they are in line with the criteria drawn up by ABN AMRO itself and explained in the Strategy and Performance section. And the latter, please look into examples that include the NPS customer satisfaction scores. We've also determined that these key indicators have been adequately explained. Furthermore, you'll see that 2 levels of materiality have been determined. The first concerns reporting materiality, which is a qualitative materiality. Here, we assess whether reporting on the material themes is both balanced and comprehensive. And next to that, there is the materiality determined for each performance indicator. As you've read, we've issued unqualified opinions on the financial statements, including the CSRD Sustainability Report and the other sustainability information. And this means that based on the work we've carried out on the financial statements, we have concluded that the items have been correctly recognized and disclosed in the financial statements, and that there are no material audit differences that should have been recorded. The preparation of financial statements inherently involves management making estimates. I consider it important to note that the estimates made by management in the context of preparing the financial statements have been made in a balanced and consistent manner, and that we have no differences of opinion with management in this matter. With regard to material aspects of the CSRD sustainability information and other sustainability information, we conclude that this information has been presented fairly. As you will have seen, our report on the sustainability statements includes a paragraph on inherent limitations. Now this paragraph is intended to draw your attention as a shareholder to the inherent limitations related to the assessment or evaluation of sustainability information. This paragraph does not affect our opinion. We've also reviewed the information in the annual report and determined that it does not contain any material misstatements. The results of our work have been discussed with the Executive Board and the Supervisory Board. We do this both in writing via the management letter and the auditor's report and also verbally. Moreover, we confirmed our independence to them on a quarterly basis. Finally, I would like to inform you that our relationship with the management is open and critical. Our comments and recommendations are discussed, and where necessary, acted upon by management. The recommendations from the management letter are recorded by internal audit, which monitors their implementation. We also have an open and transparent relationship with the Audit Committee and the Supervisory Board. This, ladies and gentlemen, was our final year. So I'm also in front of you for the last time as external auditors of ABN AMRO. We look back on a good working relationship over the past 10 years. PwC will take over this role from us with effect from 2026, i.e., this financial year. And I can inform you that the transition to them has been thoroughly prepared and has gone smoothly. I and my colleagues wish you every success and pleasurable work in your new role. I would like to thank you all for your trust over the past 10 years in E&Y. And I now hand the floor over to the Chair.
Tom de Swaan
Executives[Interpreted] And upon this concluding presentation, we marked the end of the term during which EY was our external auditor. And as of 1 January 2026, PwC has taken over. And I would like to thank Hanneke, [ Quiline ], and all their predecessors at E&Y for their excellent cooperation and their rigorous audits of the bank's financial statements over the past 10 years. Thank you very much for the pleasant working relationship. Ladies and gentlemen, as I mentioned at the previous agenda item, we will now open the Q&A concerning the remaining questions relating to the annual report and our corporate governance. We'll first answer questions we received in advance. We received one question in advance. The question is phrased in English, so I'll read it out in English. And provide firm reassurance that a shareholder to its shareholders that, first of all, it will preserve the 1.5 degree alignment of its financed emissions sectoral targets. And secondly, it remains committed to achieving the long-term goal of net zero emissions by 2050. [Foreign Language] [Interpreted] I'll get the floor to Marguerite to answer.
Marguerite Bérard-Andrieu
ExecutivesFirst on the -- first part of the question, are we preserving a 1.5 degrees alignment target on sectoral targets for finance emissions? And yes, I can reassure our shareholders that our sectoral finance emission targets remain in place and that most of the sectoral intensity targets are 1.5 degrees aligned. As set out in our climate ambition, we will continue to steer on the sectoral intensity targets. See, there's no change. At the same time, we are not weakening but strengthening the overall framework by also committing to reduce the Scope 1 and 2 finance emissions of our lending book in line with a well below 2-degree pathway, which serves as an essential backstop to our climate ambition. The second part of the question, you shared Tom, was all commitment to net zero by 2050. And the answer is yes, again. We remain fully committed to the long-term goal of net zero emissions by 2050. Our position is very clear. We stand firmly behind the goal of Paris. And our approach combined, as I mentioned, continuing to drive progress through sectoral targets, mostly 1.5 degrees aligned, and putting in place the portfolio level backstop well below 2 degrees, while we work towards the development of an absolute finance emission targets for lending.
Tom de Swaan
Executives[Interpreted] Thank you. Thank you. Are there any questions?
Gillian Gailliaert
Attendees[Interpreted] I'm Gillian Gailliaert and I work for PGGM. I'm here on behalf of the pension fund for care and well-being. And on behalf of some median participants. I, have 2 questions. One concern, the climate strategy and cyber resilience. My first question is that ABM has indicated that they'll be transitioning from the 1.5 degree commitment to a well below 2-degree commitment as was also discussed, where the bank is introducing a new absolute Scope 3 target. Can you explain why you need to introduce such an absolute target -- Scope 3 target to waive the 1.5-degree commitment although in many sectors, there were already credible transition courses that aligned with the 1.5 degrees. And my next question is that on Monday, Reuters reported that banks are already talking with European regulators about Anthropic's Mythos because of the potential to reinforce offensive cyber capabilities. My question is twofold, is ABN AMRO also discussing Mythos with regulators and similar threatens? And how is the bank preparing for rising cyber threats that may circumvent traditional defense lines?
Marguerite Bérard-Andrieu
ExecutivesYou realize that sometimes this gets a little, sometimes technical, and lead to certain misunderstandings. So the bank has not changed its climate strategy in the sense that we have for more carbon-intensive sectors. We have carbon density -- emission density targets that are aligned with the 1.5-degree target, and we don't change. What's important in what I'm saying is a word density, i.e., it's a target that is said, for instance, per unit of products or per million that is financed. And we haven't changed that. And this is what most banks are doing. We have not changed that. But we are going one step further. We are also making a commitment. It's not yet a target. It's a commitment, to be very clear. And the scope is what we call Scope 1 and 2, i.e., this is our loan portfolio. This is where we have the most direct impact, and this is also where we have the most data. So it's Scope 1 and 2 of our loan portfolio. And there, we sort of take a commitment to an umbrella, an umbrella that is aligned with well below 2 degrees. And I do realize it may be a bit tricky to get, but we make it in a way, even harder on ourselves. We -- I mean, we make it even more -- a better commitment because sometimes, you can have a carbon intensity target. You can have a 1.5-degree carbon intensity target and have overall emissions that are above 2 degrees. Because one, -- the first one is a carbon intensity. So if we finance more, hey, our finance emissions are higher, if you see my point. So we go one step further. We have -- the carbon intensity target, we've always had them. This is not changing. And on top of it, we put an umbrella well below 2 degrees. Scope 1 and 2, and it is a commitment, not yet a target when it comes to well below 2. I'm sorry, it's a bit technical, but that's how it works.
Gillian Gailliaert
AttendeesSo if I understand correctly, your -- for Scope 1 and 2, you already have 1.5 degree...
Marguerite Bérard-Andrieu
ExecutivesCarbon intensity.
Gillian Gailliaert
AttendeesYes. And for sectoral Scope 3 -- for your sectoral...
Marguerite Bérard-Andrieu
ExecutivesNo, no, no. Everything I'm talking about is Scope 1 and 2. And these are sectoral -- carbon intensity are already sectoral target, primarily in our corporate bank. And what I'm talking about with this new umbrella of well below 2, this is an umbrella that will cover basically our loan book, Scope 1 and 2 always, okay? And it's a commitment.
Gillian Gailliaert
AttendeesSecond point on cyber and Mythos, yes.
Marguerite Bérard-Andrieu
ExecutivesOn cyber and Mythos, you're right. This is -- I would say this is -- and I'm looking at our CI&TO right there, Carsten Bittner. I can tell you he's on top of it. So it is indeed, I would say, a major concern, not only for the financial industry, but I would say for the world at large and rightfully so. We have consistently, over the years, kept investing in our cybersecurity because trust is the most important asset we have with our clients. So we keep investing. And to your point, I think we all realize that artificial intelligence comes with a lot of opportunities and potential threats. It is -- it goes beyond the financial sector, and I think it certainly calls on also regulators to intervene. Rest assured that on this topic, not only do we monitor very closely the situation, but with Carsten Bittner, with also our CSO, we have very close contact, not only within the financial European and world industry, but also with our supervisors on this topic. It is a very important one, I agree.
Unknown Attendee
Attendees[Foreign Language]
Marguerite Bérard-Andrieu
ExecutivesPlease go ahead.
Unknown Attendee
Attendees[indiscernible] and I have 3 questions, but I'll start with a compliment. I am so, so, so incredibly happy to hear that you're setting an absolute target for your whole loan book.
Marguerite Bérard-Andrieu
ExecutivesNot a target, a commitment. The worst matter I have Sandra Phlippen, my Chief Sustainability Officer right there. I can tell you that if I say target and not commitment, she's just going to jump. So a commitment, not yet a target.
Unknown Attendee
AttendeesNot yet a target, but a commitment to set a target, still very, very happy. We've been asked -- we've asked you for years to do that, and it's so happy to see this happening. My first question is when can we expect a target? When are you going to set a complete -- beside percentage? The climate crisis is quite urgent. So I was hoping to see this soon, of course. And my second and third question are about your oil and gas portfolio. The first question is we've seen the decline in your oil and gas portfolio over the last years, and we're, again, incredibly happy with this. Just like you're now taking a leading role for banks on setting an absolute target, we believe you can also do this and make it more explicit for your fossil fuel portfolio. One question is, when are you going to set a commitment to not finance any companies anymore that start new oil and gas fields? At the moment, you only do this for project finance, but not yet for general corporate loans, for capital markets finance and for asset managers. We're hoping to see it there, too. We think that would be an incredible step forward. And I think it's already quite close to what you're doing, but making this explicit would be great. And the second question is, I've noticed -- the third question is -- third and final question is we've noticed that you set a commitment or target to finance renewable energy with EUR 10 billion in 2030. At the same time, because of the decline that we see in your fossil fuel portfolio, we noticed that you're probably getting quite close to the IED and the IEA target of 1 to 10 -- EUR 1 to fossil fuel is EUR 10 to clean energy. We're wondering if you could make this a commitment or a target as well because, again, this would be great for other banks to see a bank such as you set that example. And I think it's already quite close to your practice.
Tom de Swaan
ExecutivesThank you. Marguerite?
Marguerite Bérard-Andrieu
ExecutivesThank you very much for your encouragement. And rest assured that I understand your impatience as well. We are a transition bank. This is how we define ourselves. When do we think we can transform this commitment into a target? We want to make sure, and it's not going to be 1 year, I'm sorry to say that. So I would say -- Sandra tells me 3 years, we'll see if it's more, I don't know. But we want to make sure first that we have our data right, okay? But a commitment is important because I think directionally, it tells you where we are going. So -- and I think we are one of the very first to do that in Europe. So it is, I will call it, material directionally. And when we feel we have the right data, when we are comfortable with the data, then we will be able to turn into a target. You're right, when it comes to oil and gas, our portfolio now, when it comes to new field and so on, this is almost immaterial. I mean, it's a very, very small part of our loan book indeed. And when it comes to renewable energy, again, you're right. I think we are a major player, a very important player in this field. As you know, we have taken the commitment of financing all European transitions. Among these transitions, there is energy, and autonomy of Europe for energy is absolutely crucial. So I can tell you that every time we see a good project, we -- you will see ABN AMRO and you will see us finance it. But it doesn't depend only on us. It depends also on the projects that our clients have. But I can tell you, I see Dan Dorner right in front of me as the Head of our Corporate Bank, and he is very focused on that.
Unknown Attendee
AttendeesSorry, I missed the answer to my second and third question, even though it was...
Marguerite Bérard-Andrieu
ExecutivesNo, the answer is that directionally, we -- this is where we're going, but I'm not making -- the commitments we are making are the one I shared already. We're not making additional commitments today.
Tom de Swaan
Executives[Interpreted] [indiscernible] Please go ahead.
Unknown Attendee
Attendees[Interpreted] We all know the Rome report from 1972 and our current target is to restrict the global warming to 1.5 degrees because we're in the Netherlands. And since 1900, the Netherlands has experienced 2.5 degrees of global warming. So this is unusual. In 1973, we also had an oil crisis here. 50 years ago, we learned a lot, but now we have an oil and a gas crisis. Couldn't we do things differently? It would -- wouldn't it be a good idea to become independent from these energy issues, and then we can approach it creatively? And if we look at what happened in 2022 by -- as announced by Robert Swaak, Suriname is a wonderful country, 4x the size of the Netherlands. And a large portion of that is jungle. So we can easily become more sustainable, especially as far as ABN AMRO shareholders are concerned. And then in a few years, we'll be able to drill oil there, and we'll quickly become independent. And the Surinamese will become wealthier and it's nicer for the Surinamese to have a Surinamese Private Bank because many Surinamese would like to return from the Netherlands to Suriname. and we have to streamline this for them. So I think that we can make far more sustainable and also work specifically to redeem our debt of honor just towards Suriname. It's about time. And Suriname is a cheerful Netherlands. So let's make sure that those people have a good life there because now it's EUR 400 a month the average income, and they often pay EUR 5 per cup of cappuccino. So I'd just like to share that with the Board, which has done a lot in Suriname in the past couple of centuries, so it would be nice. And I'm also happy to work together with Laetitia Griffith and [indiscernible] make this a constructive effort. And we could also do this under the ages of the World Nature Fund, ABN AMRO could consider becoming the main sponsor with Suriname as the highlight. So I just wanted to put that for your consideration. And another point is make your upgrade again. We had a lot of friends such as Russia, China, the United States, and all of a sudden, the world has changed. What's important for Europe and for ABN AMRO are stability and continuity. Well, Ukraine is helping us keep the Russians out. So it's very important for ABN AMRO together with the other major operators in Europe to ensure that those Russians stay out. And support Ukraine as much as possible. And with the network that ABN AMRO has, much can be accomplished. One specific example is 1,500 very clever people need to leave and the Netherlands has to build up its defense industry, and those people could be channeled toward VDL or the Dutch Ministry of Defense, just for your consideration because the defense industry in the Netherlands is excellent. The sky is the limit, and that might work. So that's my question. How can ABN AMRO ensure that the staff is channeled into viable sectors? And I'd also like to express my compliments to the Chair of the Works Council because she's the only one in the entire Netherlands that speaks on a pleasant note about how things are happening in the company with constructive advice that's unique and is a great benefit with respect to the other companies in the Netherlands.
Tom de Swaan
Executives[Interpreted] Well, I just expressed those compliments, and I'm happy to repeat them because I agree entirely with you, but you didn't mention the other shareholders' meetings.
Unknown Attendee
Attendees[Interpreted] Well, I don't often attend those.
Tom de Swaan
Executives[Interpreted] But I do. And this is exemplary conduct. So thank you for this transparency regarding your 2 questions about 2 areas of the world that are entirely exceed the scope of our strategy, which focuses on Northwest Europe and your idea about Suriname. I believe that we -- you can make your point in this area, but it may not go very far. There's little we can do to follow up on this. Please note that the oil that might be found in Suriname is heavy crude like in Venezuela and is the most diluting type of oil possible. So how does this fit in our discussion about transition financing in which we are also involved, aside from the question as to whether in this geographic area where a long time ago, we couldn't have done it 3 centuries ago because we've only existed for 200 years. How could we be active in Suriname 3 centuries ago. I believe entirely that, as I said in my introduction, the people who become redundant here will all find a place in society, whether it's the defense industry or elsewhere, that's up to them. And of course, we help them streamline into other jobs. But to focus entirely on the defense industry does not seem opportune. That's not our task.
Unknown Attendee
Attendees[Interpreted] Well, I had expected it reply about Suriname. So why don't you check with the World Nature Fund. There's not a single bank that does that. And ABN AMRO could consider that sponsorship specializing in Suriname.
Tom de Swaan
Executives[Interpreted] I'll convey your suggestion to the people responsible for sponsoring. Over to that end.
Unknown Attendee
Attendees[Interpreted] I'm Ronald [indiscernible]. I'm a volunteer at Milio Defense, and this is my fifth time in a row at this meeting. My day job is for an NGO that supports the rights of girls and young women in the Global South. In these regions, they face huge challenges and problems, especially relating to climate change. Even though they hardly contribute to global warming, they're the main victims. And what about the causes? The causes are from the western countries and western companies. And today, I am at one of these Western companies. And that's why my question is which specific requirements does ABN AMRO set its customers to reduce the carbon dioxide emissions? And my second question is what are the consequences if these customers do not comply?
Tom de Swaan
Executives[Interpreted] Thank you. Marguerite?
Marguerite Bérard-Andrieu
ExecutivesIndeed, we engage with all our clients. And these are -- especially our corporate clients, of course. And this is basically understanding the transitions, understanding how we can support them, understanding the targets they set for themselves. And to your point, if we feel that our clients are not committed enough or they are not working to talk, then, and we do it, of course, in a very predictable manner, but we don't hesitate then to reduce the support we bring them and ultimately consider an exit. It's not what we like to do best. We like better to engage and to influence the way, say, this year. But if it's the only option, this is what we do indeed.
Tom de Swaan
Executives[Interpreted] Please go ahead.
Unknown Shareholder
Shareholders[Interpreted] On behalf of the Association of Shareholders, again. First, I'd like to pay you a compliment for your excellent start with new leadership and new energy. Quite honestly, we did not exclude that this might be a transition year, but she hit the ground running with her new refined strategy and especially the proof of the delivery, especially concerning costs and lending models. So that merits a complement. And at the same time, at ABN AMRO, we have heard this talk and it didn't always come to fruition. And it was beautifully expressed in these CEO introduced strategy, the first 30% and the rest is execution, and that's very aptly put. So we have a few questions about the risks associated with the strategy. First, about the quality of your earnings. First, if you look at the cost of risk on loans, it's extremely low. It was last year too and the year before that. So my question is how ongoing will that 1 basis point cost of risk be and where we're headed in the coming years? And what will the entire new situation be in the world after the Capital Markets Day, given that the world has changed and they're promising stable island in an uncertain world. If I read the annual report correctly, how robust is that? And that was my first question. The second concerns the possibility of payments to shareholders and the latitude. Much was promised, but explain the mechanics. I understand that there's a buffer target. We're amply above that. By 2028, we'll probably exceed that considerably as well. We don't know for certain, but the analysts assume so. And you say we'll be distributing a maximum 100% of the profit. So we cannot end up on that buffer target. So how should we understand this idea of growing toward the buffer target? Please elaborate. My third question concerns the business bank. And I believe it's very right in your strategy for capital to be retrieved from the commercial bank and to be channeled towards Wealth Management and the risk-weighted assets will decline, and that's very rightly so. But if you consider the target of an 11% return on equity by 2028, even if you achieve all those targets, you could wonder whether that's sufficient to get your cost of equity, right, if you have 11% as a commercial bank. So how much can you obtain. And in the strategy review, are -- were any more radical plans considered to run this off faster so that we can see returns faster as well? And my second -- my next question is about NIBC, which was described as a natural fit. And I believe that you look strategically, then there's a wonderful equilibrium, and we're also very happy that the acquisition was not at an excessive coast -- cost, 0.85 the book value. But then in the quarterly figures, it turned out that this bank is highly exposed in glass fibers in Germany and England, and considerable provisions were taken there to the tune of EUR 40 million, and that amounted to a concerning figure. I'd like your thoughts on this weather perhaps. This is another worry child that you're bringing on to the balance sheet by acquiring NIBC. And finally, the cost as stated, you've already taken steps there at the same time. This is only the beginning. So what has really changed in the past 4 years? Why should investors be far more confident that you'll achieve those cost benefits? And following up on that, once again, the changing world. I understand that inflation is a major input for cost. I read in the Capital Markets Day that you're assuming 2%, but that's obsolete. I think your economic desk is counting on much higher. And I suppose inflation is much higher, including wage inflation. Are there any other controls you can manage to achieve your cost targets? And if so, which controls are those? Regarding the last point, if inflation soars, then that will also benefit income, so that the cost/income ratio might not rise substantially. I do realize it will impact cost. But in the strategy, we mentioned a cost-to-income ratio of 55.
Tom de Swaan
Executives[Interpreted] Yes, we certainly appreciate that. But then you're caught between a rock and a hard place. First, you asked 6 questions instead of 3. So I'll ask Marguerite to answer them. And then I'd like to give these other to people on the floor. And then I'd like to move on to the next agenda item.
Marguerite Bérard-Andrieu
ExecutivesThank you for 2 things. It's great to have such a sharp observer and -- of our bank. And also, thank you for your encouragement. This is teamwork, not only from the Ex Board, Supervisory Board, but also for all the people who work at ABN AMRO. Cost of risk. We gave a guidance at our Capital Market Day that our cost of risk will be through the cycle between 10 to 15 basis points. We are very comfortable with this guidance. We guided towards a lower end of this range through the cycle gradually to 2028. We're still very comfortable with that. This bank has a strong balance sheet, number one. Number two, yes, indeed, we have a strong capital position. We ended the year with a 15.4 CET1 ratio. Bear in mind, nevertheless, that we still have to pay for NIBC, for the NIBC acquisition that will most likely happen in Q3. This will cost roughly 85 basis points of capital. But yes, over time, we have a good capacity to generate capital. And so yes, we will probably land above the 13.75 target. This is what we said at our CMD. But we also believe we have a very compelling distribution policy, up to 100% of our profit, and that allows us to finance our growth and also to have a good distribution policy to all our shareholders. With respect to the corporate bank...
Unknown Shareholder
ShareholdersOtherwise, just a quick follow-up on the capital allocation. So is my understanding correct that only in 2008, they will be determined what the excess amount of capital is. And then it will be distributed? Or is it -- I just want to understand that...
Marguerite Bérard-Andrieu
ExecutivesNo. I understand. So what we do is that we assess our capital position at the end of every year at Q4. This is when we determine the perfect capital allocation and distribution policy. We said that we estimated that at the end of 2028, we will be having a CET1 ratio above 13.75. This is the target we set to ourselves. If we end up at a higher level, we'll see. But right now, our commitment is up to 100% of distribution of the net profit we generate every year. Corporate bank, I think we have a great corporate bank. We have really good teams. We indeed made choices to reallocate capital where we are having the most profitable growth opportunities. So we decided to wind down, for instance, asset-based finance internationally. So that's one example of how we steer on it. Bear in mind however, when you look at the return on equity of each of our business units, that it is, I would say, a simplified way to look at our business model because you don't capture what I call the cross-sell. As I said, many of our clients, our clients as a corporate bank, but also wealth management clients, we finance them for their company, but we -- they also trust us with their assets in Wealth Management. In the Netherlands, 7 out of 10 companies are family owned. So sometimes, we may do business also with the company on the corporate side. The return on equity you get there does not capture the full value that the bank is getting from the relationship. And we are here for the long run. So we take a holistic view of the business we do with our clients. NIBC, indeed, the purchase price was 0.85x book value. We did very thorough due diligence, of course, on the corporate portfolio. We looked at all the exposures. So we're having no surprises whatsoever, and everything that you've seen in the publication of NIBC over the past quarter was fully anticipated. And no, we are very comfortable with the situation. This was thoroughly checked during our due diligence. And last but not least, on cost, you're right. This is a marathon. So this is about delivering quarter after quarter. This is about being extremely committed, and I can tell you, we are. Everything we presented at our Capital Market Day was grounded in a business case. So we're very confident with all the targets we shared. And yes, sometimes things happen. Geopolitics is a bit different from what we had last November. Inflation may be higher, we will adapt, and we will meet our targets.
Unknown Shareholder
Shareholders[Interpreted] If I may, 1 quick follow-up.
Tom de Swaan
Executives[Interpreted] No, hold, hold. No, I'm sorry. I'm sorry. I mean, you already had 7 questions. So I'm going over there now.
Unknown Shareholder
ShareholdersBut I do have some questions for...
Tom de Swaan
Executives[Interpreted] Yes. But -- I'm sorry. Yes. [indiscernible], you do it. Okay. Please, you have the floor.
Unknown Attendee
Attendees[Interpreted] I only have one question. I'm [ Leon de Walters ], I work as a sustainability researcher. And I would like to say that on behalf of Milieudefensie, I would like to say that we find it problematic and hope that ABN AMRO follows their climate goals. They have, with respect to reducing emissions, et cetera. We would like to see that the scope of those goals are enlarged. Looking forward to that. But still, we would like to reflect upon the chemical industry and upon food industry. So we believe that sharper or stricter goals are crucial. My question, when is ABN AMRO going to set absolute reduction of emissions goals with respect to chemical industry and other industries?
Marguerite Bérard-Andrieu
ExecutivesQuestion. Again, we have carbon intensity targets for most intensive clients. As I said, too, we are a transition bank. And we are here also to support the real economy. We are also here to support, I would say, the autonomy of Europe, making sure we are mindful of all dependencies because I think we all experience today that the world is not a safer place. And so sometimes thinking, hey, we are not financing this or we're not financing this in Europe. We wake up the next day thinking that we are not in a very safe place. So we try to be pragmatic. We engage with all our clients. We have, especially, of course, in those that are in the more carbon-intensive sectors. As I said, we are on track to meet for most sectors, the 1.5-degree carbon intensity targets we have. And at the same time, we live in the real world and we finance a real economy. And we're a transition bank.
Tom de Swaan
Executives[Interpreted] Your question, please.
Unknown Attendee
Attendees[Interpreted] My name is Van Dyke. The targets for 2028 are financial and quantitative. I would like to understand your future view of a geographical scope of the bank. You are in various countries. In one country, you only have one activity. Are you looking to develop other activities? And also, are you planning in the European banking consolidation that we see, are you planning to play a larger role there in an aggressive or more passive form? And thirdly, are you working on preparations to develop new activities in neighboring countries in Europe? So I would like to understand your future vision of your geographical spread and not only talk about climate and when what to do, what.
Tom de Swaan
Executives[Interpreted]. Marguerite?
Marguerite Bérard-Andrieu
ExecutivesThank you very much for your excellent question. So our footprint or geographic footprint is very clear. Our roots are in the Netherlands. This is our home country. For wealth management and our commercial bank activities, we play in Northwestern Europe. So for instance, in Germany, where we recently made the acquisition of HAL, we are a strong #3 player in Wealth Management, and our ambition is to be in the top 5. We also have in Wealth Management activities in Belgium, but also in France with Neuflize. And our corporate bank is active throughout with Northwestern Europe. We also have, with our clearing activities, our clearing bank, a global footprint. So there we present all over the world, from the U.S. to the APAC region. And there, we play in the top 3 in the world. When it comes to European consolidation. First, we are very much focused right now in making a success of the 2 recent -- I mean, of the acquisition of HAL and of the acquisition, we still have to close of NIBC that will probably happen at Q3. Because M&A is one thing, making a success of the integration is extremely important and requires focus and dedication. You indeed read a lot about European consolidation in the papers. Right now, the way we see it, because the banking union is a very imperfect union yet. It's at cross-border mergers are rarely productive and successful. But because the banking union today is a very imperfect banking union still.
Unknown Attendee
Attendees[Interpreted] But you don't have a list in your drawer with potential candidates.
Tom de Swaan
Executives[Interpreted] I don't believe Mrs. Berard said anything about lists.
Unknown Executive
Executives[Interpreted] She doesn't have to read them out, but it would be a good idea to understand whether their eyes are -- your eyes are open.
Tom de Swaan
Executives[Interpreted] Obviously, the Executive Board and the Supervisory Board are in constant discussion about options, about opportunities, about what we want to assess, what we don't. This is a continuous process that you can expect from the management of a bank.
Unknown Attendee
Attendees[Interpreted] I understand. But I can also understand that in the mid- and long-term vision, you are looking into the situation in neighboring countries and looking into mainland or homeland elsewhere, a second one.
Tom de Swaan
Executives[Interpreted] If you look at Germany, and we're in the third position in private banking, we have a strong presence there. So there we are, what you are suggesting, we are taking good steps, but not in other areas of retail banking, et cetera.
Unknown Attendee
Attendees[Interpreted] Well, not necessarily. Well, I'm going to keep my curiosity alive.
Tom de Swaan
Executives[Interpreted] Over to the other side.
Unknown Attendee
Attendees[Interpreted] My name is Juan Sandoval. I am representing the interests of my grandchildren. And therefore, I would like to talk about the climate ambition of ABN AMRO, the 1.5 degrees. We heard from Mrs. Berard, a lot of hopeful, hopeful things. If you look at the annual report of 2025 and I compare that to the annual report of 2024, I see very striking changes. 2024, the focus was on restricting temperature increase by 1.5 degrees, the further development of sectoral topics and a quick decrease in 2030. Departing from the expectation of emissions in 2030 being important for general temperature increase. But 2025 shows us a hard goal changing into an ambition and more transitional interests of clients being followed and capital allocating that there where return is highest. So climate isn't anymore a leading goal, but just one of the factors. 1.5 degrees isn't described as a realistic goal, but as something the bank strives to achieve because your analysis says the world isn't on the line of 1.5 degrees only, but it's diverging to a higher increase. My question, why did your analysis not lead to activities that make the goal of 1.5 degrees more realistic? Why are you weakening that goal rather? Second question, based on what Ms. Berard just explained, because it was a very hopeful explanation that there are a lot of advancements and a lot of commitments. Are we, in this year, going to see a further move in that respect, but more towards the goal of 1.5 degrees? And I'm restricting my questions to the restriction of temperature increase.
Marguerite Bérard-Andrieu
ExecutivesSo I reiterate what we committed to. The bank is indeed, I would say, taking more demanding steps. So we have -- we are not changing. We are not changing. So 1.5 degrees carbon intensity targets that we had and that were sectorial. This is not changing.
Unknown Attendee
Attendees[Interpreted] In your financial report 2025, we do see a move.
Marguerite Bérard-Andrieu
ExecutivesNo. I can assure you there is not. What you -- what you want to see is that -- the Paris agreement has always been, if you read the Paris agreement, of a trajectory well below 2 degrees, thriving to 1.5. We have taken sectorial targets with a 1.5-degree intensity. And there, we are achieving these targets for most of our sectors, most of all sectors, and we are not deviating. What we are doing in addition, and I don't think there are many banks in Europe who are making this commitment, is to strive to have this umbrella over our entire credit book, Scope 1, Scope 2 of limitation of well below 2 degrees. So this is what we are sharing today. So this is not us doing less. This is us doing more, and I don't think many banks are doing so in Europe or elsewhere in the world. And we also shared at our CMD. You see it in our annual report that, of course, we see ESG as one of the key enablers of our bank, the 4 key enablers of our bank. And this has not -- this is a very strong commitment we have. This has not changed. And we cater for all our stakeholders, and I find it very important. So yes, we will see profitable growth, and this is something we do. And at the same time, we also are a transition bank financing climate transition in Europe, yes.
Unknown Attendee
Attendees[Interpreted] I'm very curious to read the annual report of next -- of this year.
Tom de Swaan
Executives[Interpreted] Thank you very much. Last question by Mr. Van de Bos -- we'll leave it out -- sorry.
Unknown Shareholder
Shareholders[Interpreted] My name is [indiscernible]. I'm a Director of the Association for Shareholders for Sustainable Development. We have a couple of questions, only 3, by the way. I would like to discuss sustainability. ABN AMRO has a very good route with respect to sustainability. But we've also seen that sustainability is embedded differently, more anchored in operational processes. But some organizational departments have disappeared, such as your Sustainability Center of Excellence and other areas. And then possibly, the idea is that sustainability is anchored and has become mainstream, but we are concerned that this is being outsourced, specifically with the reduction in personnel. How can you retain your sustainability course? Secondly, a livable wage as a topic. With your platform on livable wage for financials. Last year, we had a promise more or less that you would stick to the definition by the international labor organization. And now it seems like this topic doesn't even exist, or at least I couldn't find it in your annual report. And then we have something about pollution, which is another topic for us. We've seen that in 2024, you express ambitious goals. But now you're saying that this isn't a material topic anymore, even though there are a lot of polluters amongst your clients, too. Is it possible that further reports are going to be issued? Or are any reports going to be issued about that? Or is this topic just disappearing? Those are my questions.
Marguerite Bérard-Andrieu
ExecutivesThank you very much for your questions. First, yes, the bank has a very good foundation and maturity in sustainability. This is why we felt comfortable not only to have central teams, but to make sure that sustainability is embedded in the way we do business. So yes, we have a central team headed by Sandra Phlippen, who is right behind you in the yellow dress. You may -- and I'm sure she will be happy to. So we have a central team responsible for the entire bank. And at the same time, and we have also sustainability officers in all of our business units. At the same time, our purpose is to make sure that we embedded the sustainability, where we have the most impact in our projects, in the way we do business in our clients, in the way we help our clients refurbish their homes, for instance. So we want to do concrete and impactful things. This is what we think we do best. We are bankers, first and foremost. And so we -- sustainability as part of -- by design in the way we do business. That explains our reorganization. You had also -- with respect to your question with pollution, and that's probably because you don't see the theme of pollution as part of a double materiality assessment. The fact that -- following CSRD assessment, pollution is not considered a double materiality topic because materiality topic answers very clear criteria in terms of impact on our balance sheet and so on. It does not mean that it doesn't matter for the bank. It is a very different topic. One is how you report under CSRD, and the other one is how we engage with our clients. So typically, when it comes to production, when we discuss with clients into the chemical industry, in the agricultural business and so on, we do discuss this topic as well. So the fact that it's not part of the double materiality assessment upon CSRD, it doesn't mean that the bank doesn't care about it. And with respect to labor commitments. So we have indeed in our supplier code, very clear requirements in how we engage with our suppliers in terms of decent living for their employees. And this is part of the dialogue we have with all our suppliers. We also, however, and I know the ILO definition, but we also have to recognize that under -- in all countries, all jurisdictions, this is not necessarily a recognized definition. So we use this definition as part of our dialogue with our suppliers. This is how we can -- we can have an impact, and this is how we act, yes. Thank you.
Tom de Swaan
Executives[Interpreted] As last question, please, Mr.?
Unknown Attendee
Attendees[Interpreted] Let me refer to one of the slides where we see that fee income rises and interest rates go down. Now we've been working in the financial sector for quite a while. But shouldn't be the other way around that the bank makes more profit based on interest rates, the non fees? And another point, oh, NIBC. As I've understood it, NIBC was out for sale for 10 years. And I'm always a bit reluctant. Whenever I see something that's too good to be true, I'm always reluctant. Wasn't this a warning? Then another point with respect to the mortgage portfolio. It's quite well known that a lot of foundations of residential homes in the Netherlands are not strong enough or too poor in certain areas. Does ABN AMRO have an eye on that? In the vicinity of a little town called Blaricum, houses are built on sand. You don't need the foundations there. And then my final question, where is it? The sales of Alfam. Alfam was hung out for sale for more than 15 years by ABN AMRO. And were you able to book some profit there? And the follow-up question is, when customers of ABN AMRO make a request for a personal loan, are they then sent on to a Rabobank subsidiary in Eindhoven? And I have one more question, always for the auditor. This is about the management letter. A number of material topics or matters, have they increased or not? And the most important points, how many of them were implemented by the management?
Unknown Executive
Executives[Interpreted] Now the first point, I believe all banks are looking at the costs on capital and the risks of interest income, they look more to fee income than to interest income. That's valid for most banks and also for ABN AMRO. This is quite a clear development where the costs -- the capital costs of RWA are high, the banks then turn to fee income more and more. Then NIBC has been waiting to be sold for 10 years. I can guarantee you that our due diligence was very, very thorough. And a very clean bank remained, specifically with respect to the mortgage portfolio, and we looked into that very thoroughly. Otherwise, NIBC is relatively -- I mean, because we've taken them over, you can't say that about a competitor, of course, was a quite simple bank with an understandable risk profile. Of course, risk management under the leadership in our bank has looked at their mortgage portfolio also from the viewpoint of foundations and the location of homes with mortgages, and we include that in the assessments before financing take place. Then I would like to ask Marguerite to answer Alfam.
Marguerite Bérard-Andrieu
ExecutivesSo for Alfam. No, Alfam has not been on sale for 15 years. Definitely this is a discussion we had along with the strategic plan last year only. And we will, of course, continue to make sure that our clients have access to all products, as they will be referred to another company under a different name, but we will make sure that if our clients want a product, they can be best served, yes.
Unknown Executive
ExecutivesSorry, that was also asked. It's not a book profit. We disclosed early... [Foreign Language]
Unknown Executive
Executives[Interpreted] Sorry, please say that in English. This was announced in our disclosures that we expected a book loss of around EUR 100 million. But at the same time, of course, it provides a benefit with respect to capital release. Yes, exactly.
Unknown Attendee
Attendees[Interpreted] A question about the fee. Can I get back to that? I'd asked a question for associations with high cost -- the high banking costs that are invoiced. The answer was money laundering, et cetera. I still find it strange that you hear something different from one part of the bank and from another part of the bank. Here, I hear credit coverage, et cetera. Of course, money laundering has to be tackled centrally because that will make a difference of EUR 3 billion per year.
Unknown Executive
Executives[Interpreted] I think this is question for Mr. -- for the minister. All I can do is indeed support your point, that we need to check on anti-money laundering measures. But all of that has nothing to do with fee income or interest income.
Unknown Attendee
Attendees[Interpreted] I had a question for the auditor, which hasn't been answered. Yes, there you are. You're a bit older than I am so not taking this personally.
Unknown Attendee
Attendees[Interpreted] You can take it personally. I don't care that much, to be honest.
Unknown Attendee
Attendees[Interpreted] Now [ Hanneke ], the material issues in the management letter, were there more than in previous years and how many were implemented?
Unknown Executive
Executives[Interpreted] With respect to the management letter, all matters that we include there are relevant to my mind. And I don't make any differentiation in which are -- which way heavier than others. What we've seen is that the number of matters have reduced, have decreased. So the management has placed attention on the points that we have put forward. Some of the matters concern long-term strategic programs, that is why certain matters haven't been resolved yet, but they have been addressed, and I am very confident about the progress made there. Thank you.
Tom de Swaan
Executives[Interpreted] Ladies and gentlemen, we will move on now to point 2g in the agenda, which is adopting the financial report of 2025. I would like to refer to the financial statements as included in our annual report, which have been audited by the external auditor. This has been explained, and they've issued an unqualified audit opinion. Are there questions? No questions have been received, which is -- no questions in the room either. So I will now continue because we're a bit pressed for time. The adoption of the 2025 financial statements is put to the vote. Voting can take place electronically. Participants may cast their votes throughout the meeting. Shareholders here, obviously, the results of the vote will be announced at the end of the meeting. Onwards to 3 and 3a, reserve and dividend policy. I'd like to propose that we go through these points 3a and 3b in one go. After that, you have the opportunity to ask questions about 3. I'll hand over to Marguerite now.
Marguerite Bérard-Andrieu
ExecutivesThank you very much, Tom. So this is a point we already touched a point, but basically during our Capital Market Day in November, we presented an updated capital framework and distribution policy. We have, therefore, an updated capital target to above 13.75%, in line with the changed regulatory requirements, mainly related to interest on the mortgages impact in our Pillar 2 requirement. Our updated distribution policy allows us to pay up to 100% of our net profit in a combination of cash dividend and share buybacks, with at least 50% of the net profit in cash dividend. We will, as I mentioned, evaluate our capital position on an annual basis. And of course, we intend to disclose the outcome of this assessment every year with our Q4 results.
Tom de Swaan
Executives[Interpreted] Thank you, Marguerite. That takes us to 3b, the dividend proposal. And once again, Marguerite Berard has the floor.
Marguerite Bérard-Andrieu
ExecutivesSo in line with our capital framework and distribution policy, ABN AMRO proposes a final cash dividend of EUR 0.70 per share. This is on top of the EUR 0.54 per share cash dividend, we have paid out after 2025 Q2 results, the additional euro -- I mean an additional, I'm sorry, EUR 250 million dividend payment that we've made and the 2 share buyback programs that we announced. So all in all, it means that for 2025, our total payout ratio is 87% of our net profit.
Tom de Swaan
Executives[Interpreted] Thank you. No questions were received in advance about this item. Are there any questions from the floor, there are none this agenda item is. Also a voting item and the result of the vote will be announced at the end of this meeting. Now on to Item 4, on the Agenda, which is granting discharge. Agenda Items 4A and B, the proposal to grant discharge to individual members of the Executive Board in office during the 2025 financial year for the performance of their duties in 2025. No questions were received in advance about this agenda item. Are there any questions from the floor? There are none. This is a voting item, and once again, the results will be disclosed at the end of this meeting. Now on Item 4B, which is the discharge of the individual members of the Supervisory Board in office during the 2025 financial year performance of their duties during 2025. Are there any questions from the floor? Yes, please go ahead.
Jasper Jansen
AttendeesI'm Jasper Jansen from the VEB. I always read the annual report with fascination, especially the interview with you, Mr. de Swaan. I entirely agree that you're ending your turn at an upbeat note, so with optimism, but you're also mentioning that ABN AMRO has quite a bit of work ahead of it, referring to recent acquisitions as well as [indiscernible] new initiatives, cost cutting, optimizing capital. Are you worried that there might be too much work ahead? And my second question concerns the anti-money laundering systems. Quite honestly, I thought that lay behind us. But in the contingencies, I read that there is still some unresolved issues, and we're awaiting approval from De Nederlandsche Bank on these issues, and there may be some enforcement actions. How serious is this risk?
Tom de Swaan
ExecutivesRegarding your first question, if the Supervisory Board believed that the Executive Board had a lot on its plate, then we would have intervened. We do not believe that. As I said in the interview, our task is ambitious, and we aim to be ambitious and the Executive Boards major decisions to be taken, for example, implementing the strategic targets for 2025 and integrating acquisitions as well as bonds such as well all in NIBC. But the Supervisory Board that you're addressing your question to believe that the current management merits the full trust of the Supervisory Board and implementing this. Of course, the Supervisory Board will monitor this closely and will not wait until the end of 2028 to see whether they were successful. No, the Supervisory Board will monitor the speed and intensity at which the Executive Board will elaborate the strategic targets and apply them. As for the AML matter, I cannot see inside the confines of De Nederlandsche Bank and perhaps these are famous last words, but we don't expect enforcement actions. Are there any other questions. If not, then I find that there are no questions, and this is also a voting item. Now, let me see to make sure that I didn't make any -- I didn't skip anything now to report on the performance at the external auditor, and I'm pleased to give the floor to Sarah Russell, who chairs the Audit Committee. She will outline the key findings arising from the annual evaluation of the external auditor's performance.
Sarah Russell
ExecutivesThank you, Tom. Similar to previous years, we performed a survey with our most important and relevant internal managers and management body, including Executive and Supervisory Board members who work with the external auditor in order to see how the auditor service is experienced on crucial aspects. This poll gives a fair picture of how this service is seen within ABN AMRO as a whole, including subsidiaries. The overall score of 3.9 on a 5-point scale has further improved compared to last year's evaluation, which was 3.7, and represents a good score. These results confirm that the expectations of the external auditor are being met in all respects. Although also on a satisfactory level, opportunities for further improvement on a few aspects were noted, including the timely discussion of findings and the translation of observations into concrete actions, effective and efficient exchange of information and visibility of innovation in the audit approach also at subsidiary level. These opportunities will be taken into account by the new external auditors at PwC. I would like to emphasize once again that it is very important that EY is consistently seen as sufficiently objective and independent to be able to adequately challenge management, which clearly is the case and that they are also adding value on new requirements around, for example, the new statement on risk management, the so-called 4. EY has now transferred its external audit assignment on ABN AMRO to PwC after being 10 years our external auditor. Annika Overgaauw is the lead partner in the ABN AMRO audit since 2024, and she has fulfilled that role of adequately. We are confident that PwC will be able to continue the external audit assignment at a similar level as EY did. Overall, for EY, a high score of 3.9 in their last year gives satisfaction. As the score even further improved while being already on an adequate level for several years, we thank EY for their good and professional services during the last 10 years, and also for the smooth and diligent transfer to PwC during 2025.
Tom de Swaan
Executives[Interpreted] Thank you, Sarah. No questions were received in advance. Are there any questions from the floor? There are none. Thank you. Now we will continue with Item 6 on the agenda, that is the composition of the Supervisory Board. According to the Supervisory Board scheduled rotation, the current term of Sarah Russell and my term will end at the end of this General Meeting, this will create 2 vacancies on the Supervisory Board. Profile outlines have been drafted for both vacancies and included as meeting documents. Sarah Russell has indicated that she is happy to stand for a new term as a Supervisory Board member, and we welcome that. I will not be available for a new term. Therefore, the Supervisory Board has already selected a new Chair from among it's members at the close of this meeting, I will hand over this Chairmanship to Michael, you see a lot at my left before I give you the opportunity to ask questions or make comments, let's move on to Agenda Item 6B and C, the opportunity for the General Meeting to make recommendations, taking into account the aforementioned profiles and the explanation by the Employee Council. To date, ABN AMRO has not received any substantiated recommendations from the General Meeting of shareholders for the aforementioned vacancies. I, therefore, assume that the General Meeting does not wish to exercise its right to make recommendations, but I'm happy to give the General Meeting the opportunity to do so to ask questions or to make comments on this agenda item. No questions were received in advance. Are there any questions from the floor? There is one, Mr. Van de Bos. I missed you for a moment. How is that possible?
Van de Bos
ShareholdersYour age. No, it cannot be your age and not your size, no, you do not miss that. First, I'm happy that Mr. Russell will be staying on. And my second comment, are there any candidates? Well, I knew an excellent candidate, but that candidate is now in Singapore and has become CEO of a large umbrella banking corporation, I don't want to mention any names.
Tom de Swaan
ExecutivesI have no idea who you mean that would have been a perfect addition to this bank. Well, thank you. Are there any other questions?
Van de Bos
ShareholdersYes, I have a brief question. I was wondering whether any other Supervisory Board members wanted to become the Chair?
Tom de Swaan
ExecutivesAn excellent question. Well, it's not my call. I don't select the Chairs. So, I assume there was nobody else. Next, we will move on to Agenda Item 6C, which is the Employee Council's position on the proposed reappointment and the appointment of Jean-Pierre Mustier, the Supervisory Board asked the Employee Council to adopt a position concerning the proposed reappointment of Sarah Russell and the appointment of Jean-Pierre Mustier. Regarding both nominations, the Employee Council gave a positive recommendation and both have been included in the documents for the General Meeting, the Employee Council has indicated that it will not be elaborating on its position at the General Meeting. That takes us to 6D, which is the reappointment of Sarah Russell. As you will have read in the convening notice, Sarah Russell is being nominated for reappointment based on her experience and her professional knowledge, and administrative positions in accounting and risk management. As a member of the Supervisory Board, she brings to their extensive experience as a Supervisory Board member and highly relevant experience as such as well. Let me mention the objective of the Supervisory Board in terms of gender diversity. It's been included that with female members or at least 1/3 of the members of the Supervisory Board. And we aim to do justice to this in part by reappointing Sarah. And this objective has to great joy amply been met. So the Supervisory Board proposes reappointing Sarah at the close of this meeting for a 4-year term ending at the Annual General Meeting in 2030, the Supervisory Board is convinced that with the proposed reappointment, the Board composition will be such that the Supervisory Board can continue to perform its duties adequately. Are there any questions? Yes, Mr. Van de Bos.
Van de Bos
ShareholdersI have you 1 page on the agenda concerning Mr. Mustier. I hope I pronounced the name correctly.
Tom de Swaan
ExecutivesThat's the next agenda item. We're talking about reappointing Mrs. Russell now.
Van de Bos
ShareholdersOkay. So I got ahead of things.
Tom de Swaan
ExecutivesAs usual, you got ahead of things I'll bear with you. I note that there are no questions regarding this agenda item that takes us to 6E, which is the appointment of Jean-Pierre Mustier as member of the Supervisory Board, and the nomination of Jean-Pierre Mustier follows a thorough recruitment and selection. His profile is exceptionally well-suited to the role requirements and collective expertise of the Supervisory Board. He is a highly experienced senior executive with an impressive career in financial services. Throughout his career, he has demonstrated strong leadership, strategic insight, and the ability to cope with complex challenges. His expertise in digital transformation, innovation and technology-driven governance is a great value, particularly in the context of ABN AMRO's ongoing focus to keep pace with technological trends while ensuring compliance and risk management. For additional information, please see Jean-Pierre Mustier's CV, which is included in the meeting documents. On the reappointment of Sarah Russell and appointment of Jean-Pierre Mustier, 57% of the Supervisory Board seats will be held by women, 43% by men. The gender diversity target, as stated at the previous agenda item, therefore, remains comfortably achieved. Jean-Pierre generally looked forward to being here in person today. However, due to long-standing commitments that he was unable to reschedule, to his regret, this was not possible. And he asked me to convey the sincere regret that he cannot meet you in person. As he would still very much like to address you, he has recorded a brief video message in advance in which he introduces himself and shares his thoughts on the role ahead of him. Thank you for understanding. Please listen to his message now and please read the subtitles. [Presentation]
Jean-Pierre Mustier
ExecutivesDue to a prior commitment, but I am very pleased to address you and to share a few words. Let me briefly introduce my background. I started my career at Societe Generale, where I can spent approx 2 decades in a range of leadership role, including hedging, corporate, and investment banking, and later, asset management, private banking, and securities services. These experiences gave me a strong foundation across capital markets, client businesses, and risk management. I then joined UniCredit initially as Deputy General Manager in charge of Corporate and Investment Banking, and later returned as Chief Executive Officer from 2016 to 2021. During this period, the bank underwent a profound transformation with a strong focus on restoring profitability and trust. More recently, I have had a number of Board and leadership roles across financial services and technology, including Chairman of the European Banking Federation. I also serve today as Chairman of Aareal Bank and as a member of the Supervisory Board of Deutsche Borse. So, why ABN AMRO? What particularly attracts me is its clear strategic positioning. A focused client-centric bank with strong domestic growth combined with disciplined capital allocation and a commitment to sustainable value creation. In the European banking sector that continues to evolve, clarity of strategy and consistency of execution are critical and ABN AMRO has demonstrated both. I am also very supportive of the bank and [indiscernible] on responsible banking, re-discipline and long-term client relationships. These are not only values, but also clear competitive advantages in today's environment. My motivation to join the Supervisory Board is therefore twofold: First, I believe that I can contribute my experience in transformation, capital allocation, and risk management, particularly in complex environment. Second, I am deeply committed to the European banking sector and its role in financing the economy. If appointed, my objective will be to bring an independent, constructive, and long-term perspective to the Supervisory Board work, supporting the Executive Board while ensuring strong governance and strategic discipline. Thank you for your attention.
Tom de Swaan
Executives[Interpreted] Thank you, Jean-Pierre. The Supervisory Board proposes appointing Jean-Pierre Mustier as a Supervisory Board member from the end of this meeting for a 4-year term ending at the close of the 2030 Annual General Meeting. This Agenda Item is a voting item. The result of the vote will be announced at the end of the meeting. No questions were submitted in advance. Are there any questions from the floor? Yes, Mr. [indiscernible].
Unknown Attendee
AttendeesWill the next meeting be conducted in English or in French? Or will we continue in Dutch.
Tom de Swaan
ExecutivesI assume that we will continue in Dutch, and there will be an exemption for those who express themselves better in English. I know that the CEO is working very hard to master Dutch and at a certain point, perhaps by next year, she'll be able to introduce yourselves in Dutch. I won't be there anymore. So the meeting is in Dutch, but conceivably some members some of who speak won't be sufficiently proficient in Dutch, and then it's better for everybody if they speak English rather than fluent Dutch. Well, the foundation of the ABN is a Dutch trading company. The Nederlandsche bank was established later. That was founded under King William I of the Netherlands.
Unknown Attendee
AttendeesBut if I -- Mrs. Berard is learning Dutch from Nonnen van Vught, if I understand correctly. That's my other question.
Tom de Swaan
ExecutivesWell, I don't think you should ask how Mrs. Berard is learning Dutch. I know she's very busy learning it. Or are you teaching her? No, because we speak English or French with each other. I was teasing you. Thank you. Next, if there are no additional questions about the appointment of Mr. Mustier. Let's move on to Item 7, which is the Executive Board composition. 7A is the announcement of the proposed reappointment Dan Dorner as Executive Board member as Chief Commercial Officer on a Corporate Banking. And Dan Dorner's term of office expires at the end of this meeting. He has demonstrated strong leadership and consistent performance as Chief Commercial Officer of Corporate Banking. His broad experience enables him to continue to contribute effectively to the Executive Board in the future. We're delighted that Dan is willing to extend his first term as CCO Corporate Banking by an additional 4 years. The Supervisory Board, therefore, notifies the general meeting of the proposed reappointment of Dan Dorner. His new term will commence at the conclusion of this meeting and will end at the close of the 2030 General Meeting. Next 7B is the envisaged reappointment of Mrs. Choy van der Hooft-Cheong as an Executive board member in the role of Chief Commercial Officer Wealth Management. Her term, also lapses at the end of this meeting, and she has also demonstrated strong leadership and a consistent ability to deliver meaningful results. And we're delighted that she is willing to accept an extension of her term and thereby notifying the proposed reappointment of Mrs. Choy. Her new term will end at the conclusion of this General Meeting in 2030 and last but not least, notification of the proposed reappointment of Annerie Vreugdenhil as an Executive Board member in the role of Chief Commercial Officer, Personal & Business Banking. Her term also expires at the end of this meeting, and she is willing to serve another term and the Supervisory Board is delighted that Annerie is willing to extend her first term by a second one. And her reappointment is supported by her contributions to ABN AMRO's strategic objectives and her ability to manage complex portfolios effectively. We, therefore, inform the General Meeting of the proposed appointment of Annerie Vreugdenhil and her term will also lapse after the end of the General Meeting in 2030. In these reappointments, we consider Diversity and Inclusion objectives including gender diversity and other D&I aspects that are relevant for ABN AMRO. The Employee Council has indicated in the convening notice has issued a positive recommendation for all 3 reappointments. Are there any questions about this? If not, then I congratulate the 3 concerned persons on their reappointments. Now on to a technical item, the cross-border merger of ABN AMRO and Hauck Aufhauser Lampe because the application of reference provisions for employee participation in the context of the merger with Hauck Aufhauser Lampe Bank are required following the acquisition of HAL, ABN AMRO intends to merge HAL, Asset Management its fully owned subsidiary, Lampa, Asset Management, GMBH with ABN AMRO with the activities being assigned to the Frankfurt office. This is an important step towards efficiently integrating HAL's operations and staff within ABN AMRO and the ABN AMRO Group. This will create the third-largest German bank in wealth management and will significantly expand ABN AMRO's geographical presence in Germany. Germany is ABN AMRO's second-largest market. HAL and subsequently LAM will merge with ABN AMRO Bank through a cross-border legal merger. HAL and subsequently, LAM will then cease to exist in its legal entities, while ABN AMRO will continue to exist. ABN AMRO bank now holds 100% of the shares in HAL, and indirectly also in LAM. The cross-border merger is a complex legal process requiring several steps. One is to determine the employee participation arrangements that will apply following the merger. About -- this will take place today. German employee participation rights exist within HAL and this -- as a result of the merger, HAL's Supervisory Board will cease to exist and employee representatives have the right to appoint 1/3 of the members of our HAL Supervisory Board. Consequently, the employees of HAL and LAM will no longer be able to appoint their Supervisory Board members. Given the proposed merger negotiations must take place regarding the employee participation arrangements to apply after the merger. These negotiations would then take place with employee representatives from all countries within Europe where ABN AMRO has operations. These negotiations will take 6 months with a possible additional 6-month extension. No agreement is reached. The statutory reference provisions will apply. These negotiations need not be conducted if the shareholders of both merging parties decide that the reference provisions apply voluntarily. In this case, the reference provisions stipulate that the ABN AMRO's large company regime will be maintained. ABN AMRO operates under the large companies regime, whereby the works council has a recommendation for all Supervisory Board members and an enhanced recommendation right for 1/3 of the members of the Supervisory Board. The Employee Council also has the rights to be consulted on the appointment or dismissal of Supervisory Board members. The current employee participation rights at ABN AMRO made their role will be maintained by applying the standard rules and applying these ensured that employees working in Germany after the merger will have the same status as employees at ABN AMRO's French and Belgian branches. The merger will not be -- the actual merger will not be voted on today. This agenda item concerns the question as to which employee participation arrangements will apply after the merger to avert a lengthy and seemingly unnecessary negotiated process. It seems appropriate in this case to have the General Meeting to waive the negotiation voluntarily apply the reference positions. Are there any questions about this? There are none. Then we will now move on to Item 9. These are evergreens relating to issuance and purchase of shares. [Interpreted] Now the first of them is the issuance of shares, repurchase of shares, depository receipts for shares, as well to exclude pre-emptive rights to repurchase shares or depository receipts as well. So the Executive Board is proposed in the following with the approval of the Supervisory Board to replace the authorization granted by the General Meeting at its meeting on 23 April, 2025, for a period of 18 months with the new authorizations proposed under agenda Item 9A, 2C. And these authorizations will give ABN AMRO flexibility; they can act swiftly should circumstances require any issuance or repurchase of shares or depository receipts. Our agenda item 9 comprises 3 sub-items, and I would like to propose to go through them in one go, 9A to 9C. Afterwards, you'll have the opportunity to ask questions with respect to Agenda Item 9 as a whole. Let's start with 9A. The proposal is to authorize the Executive Board, with effect from today and for a period of 18 months, to issue ordinary shares, excluding Class B ordinary shares; and secondly, to grant rights to subscribe for such ordinary shares up to a maximum of 10% of ABN AMRO's issued share capital as of today's date. This will only happen with authorization of the Supervisory Board. And furthermore, we also propose to authorize the restriction or exclusion of pre-emptive rights also again under the authorization and approval of Supervisory Board because today, more than half of the issued share capital is represented, your meeting may decide on the proposal by a simple majority. Moving on to 9C, the proposal to authorize the repurchase of shares or depository receipts for shares in ABN AMRO's own share capital. Now this proposal is to authorize the Executive Board with effect from today and for period of 18 months, to repurchase fully paid-up ordinary shares in ABN AMRO's own share capital or depository receipts for shares via the stock exchange or by other means. For the sake of clarity, this does not apply to ordinary B shares. Here, too, the Executive Board may only exercise this authorization with the approval of the Supervisory Board. A repurchase of shares or depository receipts in ABN AMRO's share capital for example, take place for the purpose of restructuring our capital reduction, including return of capital to the shareholders and/or depository receipt holders. This will only take place if existing and future solvency requirements of supervisory authorities are met and continue to be met thereafter. The price per share or depository receipt purchased in the share capital of ABN AMRO must be at least equal to the nominal value of the ordinary shares and at most equal to 110% of the highest price at which the depository receipts were traded on Euronext Amsterdam on the transaction date or the preceding trading day. If granted, this authorization supersede authorization granted by the General Meeting of 23 April, 2025. No questions from the floor, then we will move on to Item 10, which is the cancellation of shares or depository share receipts in the issued share capital of ABN AMRO. It is proposed in the General Meeting that on the proposal of the Executive Board and subject to the approval of the Supervisory Board and of the ECB and other relevant supervisory authorities, to resolve, cancel and fully paid-up ordinary shares or a portion thereof of ABN AMRO's own share capital have been acquired by ABN AMRO via the stock exchange or through the repurchase of own shares or depository receipts pursuant to the authorization granted under 9C. The foregoing does not apply to ordinary B shares. The cancellation of the repurchased own shares shall be limited to 10% of the outstanding share capital of ABN AMRO on the date of this General Meeting and is permitted for a period of 18 months following the date of this General Meeting. Any questions? No. Now, this was the final agenda item on which you may cast your vote. The opportunity for participants in this meeting to cast their votes will close in only a few movements. Now at the end of the meeting, following the question-and-answer session, the voting results will be announced. We will now continue with Any Other Business. Any questions please. Mr. Van de Bos?
Van de Bos
ShareholdersMr. de Swaan, I would like to thank you for so many years of service as a Chair of the Supervisory Board of ABN AMRO. We weren't always of one opinion, but we always had good discussions, and I would like to thank you for that.
Unknown Executive
ExecutivesThank you, Mr. van de Bos, thank you for your words. Well, having said that we're at the end of our meeting and my role as the Chair of this wonderful institution has come to an end. Even though we had difficult times, such as COVID where I was seated here and Robert was sitting at the other end of the table and no one else was able to attend and we have to take very difficult decisions with respect to all sorts of topics. I executed my task as a Chair with a lot of pleasure. And the pleasure included the contact with our shareholders with the larger ones and also with the smaller ones. That contract was quite challenging. I can say that out loud now because they often came forward with questions that were surprising. And questions to which you didn't know the answer in certain cases immediately, and I'm very thankful to all of the shareholders because you keep us focused. In my modest opinion, I leave a bank that stands strong with a very engaged and dedicated management team and a very strong Supervisory Board. I will transfer my Chair to my colleague and good friend, Michiel Lap, with a lot of trust and confidence. And of course, I will follow all developments within the bank with very much interest. I wish you all the best. And if you have the time, I would like to invite you to the reception that will take place in a minute because I understand that he wants to say something; I hand over to him.
Michiel Lap
ExecutivesFor a moment, I worried that Mr. van de Bos would steal the show. Dear shareholders, coworkers, and guests, it's my privilege to be officially closing the meeting later on. On behalf of the Supervisory Board and on my own behalf, I am honored to say a few words about a leader whose impact will resound for many years at our bank, and that's our Chair from the past 8 years, Tom de Swaan. In 2018, you took on this role at a point when both the world and the bank faced major challenges. Since then, you have run the Supervisory Board and this organization with a firm hand, and an astute mind, and just as important, a warm heart. Your leadership was tried and tested during the COVID-19 pandemic, as you mentioned as well as the energy crisis and the current turbulent geopolitical and economic and security throughout those periods, your [indiscernible] wisdom has been an ongoing source of inspiration. During your chairmanship, ABN AMRO regained it's reputation among our customers, investors, staff, and society in general. And under your aegis, the State was able to reduce its stake considerably, which highlights the renewed trust toward the bank's stability. Under your chairmanship, the Executive Board was also enhanced, and it became more diverse, combined with the rising talent from its own ranks of ABN AMRO and highly specialized expertise from outside the organization, this careful balance between continuity, new prospects led to a resilient, future-proof leadership team, as reflected by the reappointments so that we can ensure a strong governance and open mindset. One of your ongoing legacies is the governance. First, you mentioned Robert Swaak that was in charge of the bank and fundamentally improve the risk profile. And last year, you mentioned Marguerite Berard, who now presented our strategy for the coming years that has been welcomed by investors in the bank and positions for ongoing growth rooted in its strong foundation under your [indiscernible] Executive Board was also enhanced and became more diverse through a combination of rising talents from the brands of ABN AMRO in a highly specialized expertise from outside the organization. This careful balance between continuity and new prospects led to a resilient future-proof leadership team, as reflected by the reappointment of Annerie, Choy, and Dan again today. Moreover, you are an explicit advocate of Diversity and Inclusion, long before this was widely embraced as a principle not as an intrinsic objective, but based on the conviction that organizations perform better when different perspectives, backgrounds and experiences converged. Under your chairmanship, this conviction consistently carried over in the composition of the Supervisory Board by accommodating a wide variety of talent and international experience and by considering both continuity and innovation, a leadership team emerged that is balanced future-proof, and resilient. A few weeks ago, your impressive career, was awarded with a 2026 IIS Distinguished Leadership and Service Award. This award is presented to persons who have made an exceptional and long-standing contribution to the global financial system stability. Previous recipients including Christine Lagarde, Jacob Frenkel, Mark Carney, and Mario Draghi— and they're impressive. The Institute of International Finance acknowledged your dedication over 4 decades towards international financial stability, your leadership in banking and regulations, and your ability to bring public and private parties together. I was particularly struck by the words of IIF Chair Tim Adams at the ceremony, who said we need more Tom de Swaans, and for all the young people in the group. Tom de Swaan should be your example. You can hardly imagine a finer complement. Tom, now that you're stepping down today, you're leaving behind a bank that is stronger, more stable and more future-proof. It's an honor to following your footsteps, and I will deeply respect the standards you set and have a strong sense of responsibility in continuing the work that you started. On behalf of the Supervisory Board, the Executive Board and everyone at ABN AMRO, thank you for your leadership. Thank you for your wisdom and your unwavering dedication to this bank. We wish you the best of health, fulfillment, and wonderful moments in the years ahead. I will now close this meeting, and thank -- I will thank everybody.
Marguerite Bérard-Andrieu
ExecutivesWe still have to disclose the results of the vote.
Tom de Swaan
ExecutivesYes. I thought we did. Do you want to do that now and after that, I'll close the meeting? [Interpreted] These are the results of the votes on the various agenda items. And in conclusion, all agenda items were adopted with the majorities as indicated. Please allow me not to read them all out, but you see that all items have been accepted with 97% to almost 100%. I hand back to the new chair. And I would like to close the meeting now and thank everyone for your presence. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]
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