on the item if it concerns one of the agenda items 11.1 through 11.5.
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(2) b.. to restrict or exclude shareholders’ pre-emptive rights under the law or the articles of association on the issue of ordinary shares, convertible preference shares and preference financing shares or on the granting of rights to take up such shares, in accordance with the authorisation described under agenda item 9a.. 10. Report of the Managing Board with respect to the ABN AMRO strategy and recent events.. 11. The proposal for motions, upon request of The Childrens’ Investment Fund (‘TCI’) exactly in the wording as put forward by and proposed by TCI (as per the proposal to be placed on the Agenda of this meeting – each of the proposals below, for the purposes of the minutes of the meeting further to be numbered respectively 11.1, 11.2, 11.3, 11.4 and 11.5):. . PROPOSAL FOR MOTIONS FOR THE. Annual General Meeting of Shareholders Of ABN AMRO Holding N.V. (the ‘Company’ or ‘ABN AMRO’) on 26 April, 2007 The General Meeting of Shareholders of ABN AMRO Holding N.V. considers that: • Since the current chairman of the Managing Board was appointed in May 2000, the Company has given shareholders a very disappointing cumulative share price return as a result of poor underlying earnings per share growth. Moreover, this was at a time when nearly all banks globally enjoyed strong growth in their earnings per share and share prices; • Over the past 6 years the current management has implemented several restructuring strategies that were supposed to accelerate earnings growth and which to date have failed to deliver such growth. In 2006 by management’s own admission the company failed to improve its operating efficiency as initially planned; • The recent acquisition of Banca Antonveneta at a very high price has also failed to deliver the promised shareholder value and has caused the market to discount ABN AMRO’s share price to reflect its concern over the Managing Board’s acquisition strategy; • Today, the underlying fair value of ABN AMRO’s assets significantly exceeds the Company’s current market capitalisation. In order to realise the Company’s true value for its shareholders, management should explore the potential break up, spin-off and sale or merger of its major businesses and/or the whole Company;. And therefore requests that the Supervisory Board and the Managing Board of ABN AMRO Holding N.V. place the following items on the agenda for the next General Meeting of Shareholders to be held on 26 April 2007. Each of the agenda items numbered 1-5 are independent motions to be voted on separately. * 11.1. 1. a shareholder vote on the principle that it is in the best interests of all shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to actively pursue any possibilities to sell, spin-off or merge some or all of the major businesses of the company to maximise shareholder value;. * 11.2. 2. a shareholder vote on the principle that it is in the best interests of all shareholders, other stakeholders and the all shareholders by way of a share buyback or special dividend;. * 11.3. 3. a shareholder vote on the principle that it is in the best interests of all shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to actively pursue any possibilities to sell or merge the whole Company to maximize shareholder value;. * 11.4. 4. a shareholder vote on the principle that it is in the best interests of all shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to report to shareholders upon the outcome of such active investigations referred to in the above paragraphs within 6 months from the date of the AGM; and. * 11.5. 5. a shareholder vote on the principle that it is in the best interests of all shareholders, other stakeholders and the Company for the Managing Board of ABN AMRO to cease the pursuit, for a period of six months from the date of the AGM, of any major business acquisitions, including the rumoured acquisition of Capitalia SpA which has been the subject of repeated speculation in the public press.. 12. Any other business.. Amsterdam, 28 March 2007 Managing Board. 2. WorldReginfo - b65374dc-3a8a-4d64-84e6-a51da179c72f. Company for the Managing Board of ABN AMRO to return the cash proceeds of any major business disposals to.
(3) Notes to the agenda The following agenda items will be put to a vote at the meeting: 4a, 4b, 5a, 5b, 6, 7a, b, c, d, e, 8, 9a, b, 11.1, 11.2, 11.3, 11.4 and 11.5.. Note to the agenda item 4b A full year dividend of EUR 1.15 per ordinary share is proposed for 2006, which is an increase of 5 euro cents compared with 2005. An interim dividend of EUR 0.55 has already been declared, leaving a final dividend of EUR 0.60 per ordinary share. The General Meeting of Shareholders is asked to adopt the 2006 financial statements dividend proposal.. Note to the agenda item 6 The structure of the Managing Board’s remuneration package has been in place since 2001 and has been adjusted in 2005. Two principles guide the compensation policy that applies to Managing Board members. Firstly, the package must be competitive so that ABN AMRO can recruit both internally and externally and retain expert and experienced Managing Board members. Secondly, there must be a strong emphasis on actual performance against demanding short-term and longer-term targets. In 2006 the Nomination & Compensation Committee reviewed the Managing Board reward package and it was found that base salary and the bonus arrangements as introduced in 2006 were broadly in line with the practices found amongst other organisations in the Bank’s comparator group. The expected value of the current long term incentive awards, the Performance Share Plan (PSP) and the Share Investment & Matching Plan (SIMP), was also reviewed by the Committee’s remuneration consultancy Towers Perrin. The Committee was advised that the combined expected value of the PSP and SIMP awards, on the basis of Towers Perrin’s standard valuation methodology, falls below the Committee’s intended level and also below the mid market level of awards provided by the other European banks against which reward levels are measured.. As well as increasing the number of shares to be awarded under the PSP, the N&C Committee also considered the performance measures that are used. It is the Committee’s intention to continue to apply both relative Total Shareholder Return (TRS) and Return on Equity (RoE) measures under the PSP. The Committee also believes that it will be valuable to introduce into the PSP an element which is explicitly linked to sustained growth in the Bank’s earnings per share (EPS). The Supervisory Board adopted this proposal and now proposes that, for the performance cycle beginning in 2007, one third of the PSP award should be based on relative TRS, one third on RoE and one third on EPS growth. The target range for the RoE target is proposed to be 19-21% and for EPS growth 7-12%. The pay-out for the RoE and EPS linked awards will be linked to the set targets using a sliding scale with a threshold at 25% and a maximum award of 100%. The TRS linked part of the PSP award will be measured against the same group of comparator banks as has been used since the plan’s inception. The pay-out will be based on fixed percentages ranging from no award if the bank is lower than tenth to 150% of the conditional award if the bank has progressed to the very top of the TRS rankings. The Supervisory Board decided to adjust the Managing Board salaries as of 1 January 2007 by 1% to reflect inflation. The 2007 salaries will be EUR 666,500 for the Members and EUR 933,000 for the Chairman. The General Meeting of Shareholders is asked to approve the proposed changes to the Managing Board compensation policy with retrospective effect from 1 January 2007.. 3. WorldReginfo - b65374dc-3a8a-4d64-84e6-a51da179c72f. This evaluation has prompted the Supervisory Board to propose to increase the number of shares awarded under the PSP in 2007 by 25%. This results in proposed award levels of 75,000 shares for the Members and 105,000 for the Chairman. The SIMP arrangements will remain unchanged..
(4) Note to the agenda item 7 The Supervisory Board has made a non-binding nomination for the appointment of Mrs A.M. Llopis Rivas as a member of the company’s Supervisory Board with effect from 26 April 2007. The Supervisory Board believes that she will be able to make the required contribution to the Supervisory Board, in particular in view of Mrs Llopis Rivas relevant experience gained with a successful career in consumer marketing, notably with Procter & Gamble, Playtex Intl. and Banesto (1978-1991) and in IT and e-business with Razona and Indra IT Technology (2001-2005). She was founder and CEO of Open Bank, Group Santander’s internet bank (now called Patagon). Mrs Llopis Rivas holds a non-executive directorship with British American Tobacco and held this position at Reckitt Benckiser until 2005. Mrs Llopis Rivas was born in Venezuela on 5 May 1950 and has the Spanish nationality. Mrs Llopis Rivas will succeed Mrs L. Groenman who joined the Supervisory Board in 1999 and was reappointed in 2003 and whose term will end at 26 April 2007. Mrs Llopis Rivas currently owns no shares in the capital of the company. The General Meeting of Shareholders is asked to appoint Mrs Llopis Rivas for a period of four (4) years from 26 April 2007. The General Meeting is asked to reappoint for a period of four (4) years from 26 April 2007: D.R.J Baron de Rothschild; Mr P. Scaroni; Lord C. Sharman of Redlynch; and Mr M.V. Pratini de Moraes. The Supervisory Board has made a non-binding nomination for the reappointment of D.R.J Baron de Rothschild as a member of the company’s Supervisory Board with effect from 26 April 2007. Baron de Rothschild was born on 15 December 1942. He has been a member of the Supervisory Board since 1999. His directorships with various leading institutions and his expertise in the field of financial services are of great value to the bank. Baron de Rothschild currently owns no shares in the capital of the company. The General Meeting of Shareholders is asked to reappoint Baron de Rothschild. The Supervisory Board has made a non-binding nomination for the reappointment of Mr P. Scaroni as a member of the company’s Supervisory Board with effect from 26 April 2007. Mr Scaroni was born on 28 November 1946. He was appointed as a member of the Supervisory Board on 29 April 2003. His experience in several management positions with Saint Gobain, Techint, Pilkington and more recently with Enel and ENI are of great value to the Supervisory Board.. The General Meeting of Shareholders is asked to reappoint Mr Scaroni. The Supervisory Board has made a non-binding nomination for the reappointment of Lord C. Sharman of Redlynch as a member of the company’s Supervisory Board with effect from 26 April 2007. Lord Sharman of Redlynch was born on 19 February 1943. He has been a member of the Supervisory Board since 29 April 2003. As a specialist in financial and economic aspects of large investments and as Chairman of the Audit Committee, he is of great value to the Supervisory Board. Lord Sharman of Redlynch currently owns no shares in the capital of the company. The General Meeting of Shareholders is asked to reappoint Lord Sharman of Redlynch. The Supervisory Board has made a non-binding nomination for the reappointment of Mr M.V. Pratini de Moraes as a member of the company’s Supervisory Board with effect from 26 April 2007. Mr Pratini de Moraes was born on 23 April 1939. He joined the Supervisory Board in 2003. His international background, political experience, and his experience as a former member of the Advisory Board of ABN AMRO Brazil are of great value to the bank. Mr Pratini de Moraes currently owns 5,384 shares in the capital of the company. The General Meeting of Shareholders is asked to reappoint Mr Pratini de Moraes.. 4. WorldReginfo - b65374dc-3a8a-4d64-84e6-a51da179c72f. Mr Scaroni currently owns 10,000 shares in the capital of the company..
(5) Note to the agenda item 8 An authorisation was last given by the General Meeting of Shareholders held on 27 April 2006. You are now requested to renew the authorisation of the Managing Board. One reason for this authorisation is to enable the company to buy shares to cover its (conditional) obligation to put shares at the disposal of the Managing Board members and the Senior Executive Vice Presidents and, in relevant cases, to other top executives of the bank under the Performance Share Plan. Another reason is to enable the company to pursue its policy of preventing dilution of earnings per share as a result of the (conditional) granting of options on shares or shares to the Managing Board, top executives and other staff. The shares may be acquired by any agreement, including stock market and private transactions. The price shall be between the face value of the shares and an amount equal to 110% of the market value. Market value is understood to mean: the average of the highest price per share on each of the last five days of trading preceding the date of acquisition, as published in the Daily Official List of Euronext Amsterdam N.V. or one of its subsidiaries. The authorisation will be valid for a period of 18 months from 27 April 2007.. Note to the agenda item 9 An authorisation was given by the General Meeting of Shareholders held on 27 April 2006. You are now requested to renew the Managing Board’s authorisation to issue shares for a period of 18 months. The authorisation granted by the General Meeting of Shareholders will be used to issue shares to grant rights under stock option plans to the Managing Board, top executives and other staff and to reinforce shareholders’ equity. The issue of shares which may take place due to the exercise of rights under the aforementioned stock option plans and the Performance Share Plan will be restricted to an annual maximum of 1% of the issued share capital. The conditions on which authorisation is requested are as follows: new issues are restricted to 10% of the total amount of ordinary shares, convertible preference shares and preference financing shares issued as at 26 April 2007; the exclusion of pre-emptive rights is restricted to 10% of the total amount of ordinary shares, convertible preference shares and preference financing shares issued as at 26 April 2007. The Managing Board and the Supervisory Board will only use their authority to issue shares and grant pre-emptive rights in the interest of the company and its related companies, its shareholders and holders of depositary receipts.. TCI has expressly requested that its proposals not only be put on the agenda to be discussed, but also to be voted on. The Managing Board and the Supervisory Board attach of course great importance to gaining an understanding as completely as possible of the views existing among the ABN AMRO shareholders, but in view of TCI’s request to put its motions to a vote it is the duty of the Managing Board and the Supervisory Board to explain to the Shareholders the nature of such a vote. In Dutch corporations the Shareholders’ Meeting does not have the power to instruct the Boards regarding the strategy that is to be pursued. In the Dutch Legal system the Management Board under the supervision of the Supervisory Board is the corporate organ responsible for determining and executing the strategy of the company. Any views expressed and motions voted on by the Shareholders’ Meeting regarding strategy therefore have an advisory status only and will not be legally binding on the Managing Board and the Supervisory Board. In taking any decisions it is the duty of the Managing Board and the Supervisory Board to take into account the interests of the Company and all of its stakeholders, including its shareholders. For further details please be referred to ABN AMRO’s letter to its shareholders.. 5. WorldReginfo - b65374dc-3a8a-4d64-84e6-a51da179c72f. Note to the agenda item 11.
(6) How to find the World Forum Convention Center General Meeting of Shareholders of ABN AMRO Holding N.V. World Forum Convention Center Churchillplein 10 2517 JW The Hague The Netherlands. Public Transport From The Hague Central Station (CS) Take tram no. 17 and get off at the Statenplein stop. Take tram no. 10 and get off at the WFCC stop. Note: Tram no. 10 only runs on working days from 7:00 to 9:00 a.m. and from 3:30 to 6:30 p.m. From The Hague Hollands Spoor (HS) railway station Take tram no 17 and get off at the Statenplein stop. Take tram no 1 and get off at the WFCC stop.. By Car Due to construction work, there is no parking space available at the WFCC, with the exception of holders of an invalidity card. If you wish, you can make use of the car park at Madurodam at no charge. There is a shuttle bus service between Madurodam and the WFCC.. From Utrecht/Amsterdam Follow the A12 to Den Haag. At a certain point the A12 becomes the Utrechtsebaan. At the end, turn left at the traffic lights onto the Zuid Hollandlaan. Turn right at the next traffic lights onto the Koningskade, which becomes the Raamweg. After passing under the flyover, immediately turn right. Follow the bend onto the Hubertus Viaduct and continue straight on along the Prof. B.M. Teldersweg. Follow the signs for Madurodam and park in the Madurodam car park.. From Amsterdam/Leiden. From Rotterdam Coming from the A13, at the Ypenburg intersection, follow the signs for Amsterdam (=A4). At the Prins Clausplein, follow the signs for Den Haag/Voorburg. Pass over the viaduct and follow the signs for Den Haag. You will then come onto the Utrechtsebaan. From here, follow the instructions above.. Parking Due to construction work, there is no parking space available at the WFCC, with the exception of holders of an invalidity card. If you wish, you can make use of the car park at Madurodam at no charge. There is a shuttle bus service between Madurodam and the WFCC.. Information For information explaining how to register your shares, please see the notice calling the meeting in the newspapers of 29 March 2007. You can of course also contact your local branch. For information on the General Meeting of Shareholders on Thursday 26 April 2007, please call the ABN AMRO Service desk: 076-5799455, or visit http://www.abnamro.com/gms.. 6. WorldReginfo - b65374dc-3a8a-4d64-84e6-a51da179c72f. Follow the A44, direction Centrum Den Haag/Scheveningen. The A44 successively becomes the N44, the Benoordenhoutseweg and the Zuid Hollandlaan. From here, follow the instructions above..
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