ABN Abn Amro Holding N.V.

ABN AMRO announces decisions of Annual General Meeting

ABN AMRO Group N.V. (ABN AMRO) held its Annual General Meeting (the General Meeting) today.

At the General Meeting 90.48% of the total issued capital and an equal amount of voting rights was represented.

The General Meeting adopted the annual financial statements for 2016. It also discharged each member of the Managing Board and the Supervisory Board in office during the financial year for the performance of his or her duties during 2016.

The General Meeting approved the proposed final dividend for 2016 of EUR 414 million, or EUR 0.44 per share. Together with the interim cash dividend of EUR 376 million as paid in September 2016, this brings the total dividend over the financial year 2016 to EUR 790 million, or EUR 0.84 per share, and the payout ratio to 45% of the reported profit. The ex-dividend date is 1 June 2017 and the dividend payment date is 23 June 2017.

The General Meeting also approved the re-appointment of Ms Annemieke Roobeek as Supervisory Board member until a new member has been appointed.

The General Meeting authorised the Executive Board for a period of 18 months to issue, subject to the approval of the Supervisory Board, ordinary shares and to grant rights to subscribe for such ordinary shares up to a maximum of 10% of ABN AMRO Group's issued share capital. Furthermore, the General Meeting authorised the Executive Board for a period of 18 months to restrict or exclude, subject to the approval of the Supervisory Board, the pre-emptive rights accruing to shareholders in connection with ordinary share issuances and to acquire fully paid up ordinary shares in its own share capital or Depositary Receipts, on the stock exchange or through other means up to a maximum of 10% of the issued share capital of ABN AMRO Group.

Finally, the General Meeting has been informed that the Supervisory Board intends to extend Mr. Kees van Dijkhuizen's term of office as an Executive Board member and to re-appoint him as such effective today. His term as an Executive Board member will be aligned with his term as CEO of ABN AMRO and will expire upon the closing of the general meeting in 2020.

ABN AMRO Press Office, Brigitte Seegers ABN AMRO Investor Relations, Dies Donker

pressrelations@nl.abnamro.com investorrelations@nl.abnamro.com

+31 20 6288900 +31 20 6282282

This press release is published by ABN AMRO Group N.V. and contains inside information within the meaning of article 7 (1) to (4) of Regulation (EU) No 596/2014 (Market Abuse Regulation)

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