IPO

NLFI will sell its entire shareholding in ABN AMRO Group through several sell downs over time. These further sell downs may be executed through several transactions, for instance by way of various accelerated book building offering, or by way of one or more fully marketing offering(s). The timing of such further sell downs is dependent on, among other things, share price development, market circumstances, investor appetite, lock up periods, existence of price sensitive information and closed periods based on the European Market Abuse Regulation adhered to by NLFI.

The shares that the Dutch State wants to sell are managed by the Stichting Administratiekantoor Continuïteit ABN AMRO Group (STAK). The STAK issues the depositary receipts for shares, which investors can buy. The STAK is set up such that ABN AMRO is protected against shareholder activism or a potential hostile takeover.

For more information, watch the video.

The shares that the Dutch State wants to sell are managed by the Stichting Administratiekantoor Continuïteit ABN AMRO Group (STAK). The STAK issues the depositary receipts for shares, which investors can buy. The STAK is set up such that ABN AMRO is protected against shareholder activism or a potential hostile takeover.

For more information, watch the video.

The listing will not have an effect on our service: you will be able to conduct your banking business as usual, in whatever way it suits you. Our employees will as always be available to assist you. We put our clients’ interests first.

No. We will continue to execute the bank’s long-term strategy, which we announced in 2013. The key elements of the strategy are: Enhance client centricity, Maintain a moderate risk profile, Invest in our future, Improve profitability and Pursue selective international growth.

ABN AMRO has been listed on the stock exchange. The first tranche of depositary receipts for shares was listed on Euronext Amsterdam on 20 November 2015. The government will remain a shareholder of ABN AMRO for some time and will gradually reduce its shareholding in the coming years.

The IPO will not affect the safety of your money. ABN AMRO is a solid bank that the Dutch government deemed ready to be privatised through an IPO. DNB (the Dutch central bank) and the ECB (the European Central Bank) have issued Declarations of No Objection for the IPO.

ABN AMRO has a moderate risk profile; the IPO will not change this. In addition, we believe we are a well-capitalised bank. The results of the European Central Bank’s (ECB’s) Asset Quality Review and stress test confirmed this. The results show that ABN AMRO has taken sufficient loan impairments for possible non-performing loans and that we have a good capital position, allowing us to absorb potential losses and economic shocks. In short, we believe that ABN AMRO is a healthy bank.

In addition, the deposit guarantee scheme (DGS) applies to ABN AMRO’s clients. This scheme guarantees amounts up to a maximum of 100,000 euros per account holder with ABN AMRO (account holders may be either private individuals or small businesses).

The Dutch State does not wish to be the permanent owner of a commercial bank. State ownership has always been a temporary emergency measure, and the Dutch State has always intended to eventually sell ABN AMRO. The Dutch Finance Minister is of the opinion that privatisation would have a positive effect on the competitive landscape. The first tranche of depositary receipts for shares was listed on the stock exchange on 20 November 2015. The government will remain a shareholder for some time and will gradually reduce its shareholding in the coming years.

The Finance Minister stated that the bank had to meet the conditions that he had previously set:- The financial sector is sufficiently stable - There is sufficient market interest - The company is ready to be an independent bank again, now and in the future.

First, the Dutch Finance Minister informed the Dutch Parliament about the cabinet’s decision to start the sale of ABN AMRO through an IPO. The Dutch Parliament then agreed to the Finance Minister’s proposal and the global coordinators (or the banks that will take the leading role in underwriting the IPO) were selected by NLFI.

On 27 October 2015 NLFI (the foundation that manages the shares of ABN AMRO on behalf of the Dutch State) and ABN AMRO announced the intention to float ABN AMRO. This means that NLFI officially stated its intention to list ABN AMRO on the stock exchange.

After the intention to float was announced, the prospectus was published. This document contains all the information that potential investors in ABN AMRO require to make a well-considered investment decision. For instance, the prospectus includes sections on ABN AMRO’s strengths and strategy as well as potential risks that investors should consider and that could affect our business operations and the execution of our long-term strategy.

In the weeks following publication of the prospectus, the members of the Managing Board and representatives from the global coordinators held presentations for large potential investors. At the same time, the book-building period also took place, during which institutional investors stated how many depositary receipts they planned to buy and what price they were willing to pay. After the book-building period, the advised introduction price was announced and the depositary receipts allocated. The first day of listing was 20 November 2015. The first tranche of depositary receipts for shares has been listed on the stock exchange. The government will remain a shareholder for some time and will gradually reduce its shareholding in the coming years.

For more information, watch the video.

NLFI (the foundation that manages the shares of ABN AMRO on behalf of the Dutch State) selected ABN AMRO, Deutsche Bank and Morgan Stanley as the joint global coordinators for ABN AMRO’s IPO. The global coordinators arranged ABN AMRO’s IPO: they gave advice about the equity story based on the bank’s business plan, commented on the prospectus and, on behalf of NLFI, looked for investors to buy the depositary receipts for shares.

NLFI was authorised to grant one of its shareholdings the right to appoint one investment bank (including itself) to coordinate the IPO. NLFI decided to grant this right to ABN AMRO Group. In line with market practice, ABN AMRO Group exercised this right by appointing ABN AMRO as a global coordinator. Corporate Banking’s Equity Capital Markets and FIG Advisory fulfilled this role.

On 26 August 2015, NLFI (the foundation that manages the shares of ABN AMRO) selected eight investment banks for the roles of bookrunner and co-lead manager for ABN AMRO’s IPO. These were the banks that, on behalf of NLFI, looked for investors to buy depositary receipts for shares of ABN AMRO. The bookrunners and the global coordinators entered the bids from institutional and retail investors for the shares of ABN AMRO in a record called the ‘book’.

Bookrunners: BofA Merrill Lynch, Barclays, Citigroup, ING, JP Morgan and Rabobank.Co-lead managers: Keefe, Bruyette & Woods, a Stifel Company and RBC Capital Markets.

To find out more about this appointment, visit www.nlfi.nl/publications.

The intention to float is the press release in which a company officially announces that it intends to list its shares on the stock exchange. In this case, NLFI (on behalf of the Dutch State) and ABN AMRO made this announcement.

De Brauw, as legal advisers of ABN AMRO, together with the input from employees from various departments of ABN AMRO wrote the prospectus, incorporating the comments of the underwriting banks and their legal advisers. The Dutch Authority for the Financial Markets (AFM) approved the prospectus before it was published.

The prospectus was used in the run-up to the listing to inform potential investors about ABN AMRO.

Before the IPO, NLFI (NL Financial Investments) was the sole shareholder (on behalf of the Dutch State). After the IPO, NLFI will remain a shareholder for some time and will gradually reduce its shareholding in the coming years. The STAK holds the remaining shares and will give voting rights (except in a hostile situation) to holders of depositary receipts for shares by means of the depositary receipts. For more information, watch the video.

NLFI (NL Financial Investments) manages the shares of ABN AMRO and other companies on behalf of the Dutch State. NLFI advises the Dutch Finance Minister on the sale of these shares and on a possible IPO. This organisation was established to ensure a transparent separation of interests, an independent exit strategy (in this case the IPO) and a non-political, commercial governance of ABN AMRO.

The Dutch Finance Minister ultimately decided whether or not and when ABN AMRO would be listed on the stock exchange and under which conditions. NLFI advised the Dutch Finance Minister on this matter.

The Dutch Finance Minister stated that he would obtain the opinion of DNB and the European Central Bank (ECB) in this matter. ABN AMRO asked DNB for a Declaration of No Objection (DNO) for the public offering. DNB and the ECB issued Declarations of No Objection for the IPO.

ABN AMRO requested the AFM to give its approval for the prospectus. The AFM checked whether the prospectus contained all mandatory required information. The AFM also checked whether the prospectus was internally consistent and comprehensible. Under Dutch law, the AFM did not have the means to verify whether the information in the prospectus was accurate.

The proceeds from the sale of all depositary receipts for shares in ABN AMRO will depend on the size and price of the different offerings. We will only know the proceeds once the Dutch State has fully reduced its shareholding. The Dutch State will remain a shareholder for some time.

The money raised on the sale of existing shares will go to the selling shareholder NLFI (which manages the shares on behalf of the Dutch State) and, ultimately, the Dutch State.

As long as the Dutch State is ABN AMRO’s shareholder, the Bonus Prohibition for State-supported Enterprises Act will apply to the members of the ABN AMRO Managing Board and no bonuses will be paid to them. Moreover, the Dutch Parliament has decided that ABN AMRO’s new articles of association must state that the bank adheres to a restrained remuneration policy.

Klik hier voor meer informatie over certificaten van aandelen ABN AMRO.

In October 2008, the Dutch State nationalised Fortis Bank Nederland (Holding) N.V. including the part of the former ABN AMRO group owned by Fortis in order to safeguard the stability of the financial sector in the Netherlands. Since nationalisation, the Dutch Minister of Finance has indicated the temporary nature of the investment.