Frequently asked questions

General

1. What is STAK AAG?

STAK AAG is short for Stichting Administratiekantoor Continuïteit ABN AMRO Group. STAK AAG is an independent foundation set up to acquire and, in exchange, issue depositary receipts for shares in ABN AMRO Group N.V. (ABN AMRO).

2. What does STAK AAG do?

STAK AAG is responsible for protecting the interests of depositary receipt holders and the interests of ABN AMRO as effectively as possible. It will do everything possible to counter any threat to the company’s independence, continuity, or identity, while also taking into account the interests of other stakeholders such as clients, savers, depositors and ABN AMRO Group N.V. employees, and the interests of society in general.

3. What is STAK AAG’s mandate?

STAK AAG’s mandate basically is to:
a. acquire, and issue depositary receipts for, shares in ABN AMRO Group N.V.; 
b. administer the shares for which it has issued depositary receipts;
c. promote the exchange of information between ABN AMRO Group N.V. and depositary receipt holders;
d. promote the acquisition of voting instructions from depositary receipt holders;
e. exercise the voting rights attaching to shares, as instructed by depositary receipt holders, if they have granted STAK AAG power of attorney to do so;
f. protect ABN AMRO Group N.V. by restricting, excluding or revoking these powers of attorney if the company’s independence, continuity, or identity is threatened.

4. Why does ABN AMRO require protection?

When a company’s shares are traded on the stock market, anyone can buy those shares. They may include buyers who want to take over ABN AMRO and sell off its operations to make a quick profit or change the company's policies. To prevent this and similar situations, STAK AAG may decide to exercise the voting rights itself. It will take that decision of its own accord, independently of ABN AMRO. As long as NLFI owns a third or more of the number of shares issued, the decision will require NLFI’s prior approval. If there are no threats to ABN AMRO, STAK AAG will take no action. STAK AAG serves as watchdog, as it were, and will not come to the rescue unless needed.

5. Whose interests are being protected?

Those of anyone involved in ABN AMRO. First of all, the company itself needs protecting to prevent it from falling into the wrong hands or its independence, continuity or identity from being threatened. But STAK AAG also seeks to protect the interests of depository receipt holders and other stakeholders such as clients, savers, depositors and ABN AMRO Group N.V. employees, and society in general.

6. How does the protection work?

The shares in ABN AMRO Group N.V. were acquired by the Dutch State in 2008 and have been managed by NL Financial Investments (NLFI) since 2011. NLFI will now sell these shares in stages. The shares will not become available directly on the stock market, but will be transferred instead to STAK AAG, which will issue depositary receipts for the shares. The depositary receipts will be traded on the Euronext Amsterdam stock exchange. STAK AAG may restrict, exclude or revoke the depository receipt holders’ powers of attorney to vote if, for example, there is a hostile takeover bid or if STAK AAG believes that any exercise of the voting rights by depositary receipt holders would materially prejudice the interests of ABN AMRO Group N.V.

7. How does this protection impact depositary receipt holders?

Depositary receipt holders will receive the same distributions (dividends) as shareholders. STAK AAG holds the voting rights attaching to the shares. However, STAK AAG will grant depositary receipt holders power of attorney to use the voting rights attaching to the shares at their own discretion. STAK AAG may restrict, exclude or revoke these powers of attorney (see also the answer above).

8. For how long will protection be provided?

STAK AAG itself will determine whether protection is called for. However, powers of attorney may be restricted, excluded or revoked temporarily for a maximum of two consecutive years only. This will allow ABN AMRO to take steps to ensure its continuity. As long as NLFI owns a third or more of the number of shares issued, STAK AAG’s decision will require NLFI’s prior approval.

9. Who has set up STAK AAG?

STAK AAG has been set up by ABN AMRO, with the approval of the Dutch Minister of Finance and its shareholder at the time of the flotation (NLFI).

10. Who are STAK AAG’s board members?

STAK AAG’s initial board was appointed for a period of four years when the foundation was established. The board currently comprises three members: Peter Ingelse (chairman), Saskia J. Stuiveling (vice-chairman/secretary), and Inge Brakman (vice-chairman /finance). The board is supported by a team of in-house experts. Matters involving the board, such as its membership composition, appointment, independence, and meetings, are provided for in STAK AAG’s Articles.

11. Is STAK AAG independent?

STAK AAG is fully autonomous within the limits of its objects, and its board operates independently of ABN AMRO Group N.V.

12. What role do the supervisory authorities play at STAK AAG?

The European Central Bank, the Dutch central bank (De Nederlandsche Bank) and various other European supervisory authorities have issued Declarations of No Objection for STAK AAG to hold a qualified shareholding (more than 10% of the capital) in ABN AMRO and its subsidiaries. This means that the board of STAK AAG has been assessed on whether it is sufficiently reliable and whether the financial solidity of STAK AAG is guaranteed. Pursuant to a legal obligation, ABN AMRO STAK AAG reported to the Authority for the Financial Markets (AFM) that it holds approximately 30% of the shares in ABN AMRO. STAK AAG will report again to the AFM if its shareholding exceeds or drops below one of the following percentages: 3, 5, 10, 15, 20, 25, 30, 40, 50, 60, 75 and 95. This could happen if, for instance, NLFI again transfers shares in ABN AMRO to STAK AAG, which would in turn issue depositary receipts for shares to NLFI.

13. Is STAK AAG required to submit an offer for all shares in ABN AMRO if it acquires 30% or more of the shares?

No. Dutch law states that any party that acquires 30% or more of the votes in a listed company is required to make a public offer for all issued shares. By law, STAK AAG is exempted from this requirement.

Depositary receipt holders

1. What are depositary receipts?

A depositary receipt is a security, economically similar to a share. ABN AMRO Group N.V. currently has two shareholders, NLFI (holding shares on behalf of the Dutch State) and STAK AAG. STAK AAG issues depositary receipts for the shares it owns. The depositary receipts are traded on the stock market. They have the same nominal value as the ordinary shares. (AV2.2.)

2. Why can I not just buy shares on the stock market and why use this complicated structure involving depositary receipts?

This particular structure provides ABN AMRO Group N.V. with more effective protection against (threats of) hostile takeover bids and other unwanted influences (see answers 7 and 8).

3. How can I acquire depositary receipts?

NLFI has transferred the shares in ABN AMRO Group N.V. that it wishes to offer to investors on the stock market to STAK AAG, which, in turn, has issued depositary receipts for them. These depositary receipts are sold to investors. You can buy the depositary receipts on the Euronext Amsterdam exchange. They are traded in the same way as the securities of other companies.

4. How do depositary receipt holders differ from shareholders?

Depositary receipts and shares carry virtually the same rights. As a rule, their economic value is the same. STAK AAG passes the dividends it receives as a shareholder on to the depositary receipt holders without charging any costs or commission fees (see answer 9). The depositary receipt holders may also attend the shareholders’ meetings and, under normal circumstances, may (exclusively) use the voting rights attached to the corresponding shares at those meetings. STAK AAG will grant them a power of attorney to do so (see answers 6, 7, and 8).

5. What rights do depositary receipt holders have?

Depositary receipt holders have access to ABN AMRO Group N.V.’s general meeting of shareholders. They are entitled to address (AV3.2.1.) and, under normal circumstances, to cast a vote at that meeting (see answers 6, 7, and 8) and receive dividends (see answer 9). They may also attend the meeting of holders of depositary receipts (see answer 10 until 15).

6. How are the voting rights of depositary receipt holders provided for?

The voting rights attaching to the shares in ABN AMRO Group N.V. are held by STAK AAG. However, under normal circumstances, STAK AAG will grant the depositary receipt holders power of attorney to exercise the voting rights attaching to the shares. They may use those voting rights at their discretion. (AV3.3.2.) 

A depositary receipt holder may ask STAK AAG to exercise the voting rights on his behalf, and issue voting instructions to that effect. Under normal circumstances, STAK AAG will be required to follow those instructions. (AV3.2.4.) A depositary receipt holder may also, under normal circumstances, transfer its power attorney to another party and ask that party to exercise the voting rights on his behalf, and issue voting instructions to that effect. (AV 3.2.3)

However, circumstances may arise in which ABN AMRO’s independence, continuity, or identity is or could be at stake. Examples include a hostile takeover bid or activities by shareholders that are or may be materially contrary to the interests of ABN AMRO. In those special circumstances, the board of STAK AAG may decide to (fully or partly) preclude the depositary receipt holders from exercising their voting rights. In such cases, STAK AAG will exercise the voting rights instead, but will do so independently of ABN AMRO. It will act in ABN AMRO’s interests and will consider the interests of all its stakeholders, including ABN AMRO’s depositary receipt holders, clients, and employees. (see answer 7).

7. What power does STAK AAG have to restrict the powers of attorney granted to depositary receipt holders and so to restrict the voting rights at the shareholders’ meeting?

STAK AAG may, in special circumstances, restrict, exclude, or revoke the powers of attorney to vote, and not follow the voting instructions issued, if (AV3.2.5.):
a. a public offer bid for the shares or depositary receipts has been made, announced, or when there is a justified expectation that this will take place, without this being agreed with ABN AMRO Group N.V.;
b. a single depositary receipt holder represents, or multiple depositary receipt holders or shareholdersacting in concert represent, at least 25% of ABN AMRO Group N.V. issued capital;
c. STAK AAG believes that a depositary receipt holder exercising his voting rights would materially be contrary to the interests of ABN AMRO Group N.V. or its operations.
As long as NLFI owns one third or more of the number of shares issued, STAK AAG will require NLFI’s permission to restrict, exclude, or revoke powers of attorney to vote, or not to follow voting instructions. (AV3.1.3.)

8. For how long can voting rights be restricted?

Any restriction, exclusion, or revocation of voting rights, or not following voting instructions, may continue for a maximum of two (2) years. (AV3.2.5)

9. Will depositary receipt holders receive dividends?

Depositary receipt holders have the same economic rights as shareholders. The payments on shares for which depositary receipts have been issued will be received by STAK AAG. STAK AAG will pass these payments on to the depositary receipt holders without charging any costs or commission fees. (AV3.3.1.)

10. How are meetings of depositary receipt holders called?

A meeting of depositary receipt holders may be called by:
a. the STAK AAG trust office (AV4.1.1.)
b. one or more depositary receipt holders who between them own at least ten per cent (10%) of the total number of depositary receipts, submitting an accurate statement of the matters to be discussed (AV4.1.2.)
The meeting will be held in Amsterdam. (AV4.2.2.)

11. How often will meetings of depositary receipt holders be held?

This depends, first of all, on the number of shareholders’ meetings of ABN AMRO Group N.V. A meeting of depositary receipt holders will be held at least two weeks prior to each shareholders’ meeting of ABN AMRO Group N.V. Additionally, STAK AAG may convene a meeting if it considers this to be necessary, for example to ascertain the opinion of the depositary receipts holders. (AV4.1.1.) STAK AAG will be required to convene a meeting of depositary receipt holders if one or more depositary receipt holders owning between them at least ten per cent (10%) of the total number of depositary receipts submit a written request to that effect, including an accurate statement of the matters to be discussed.

12. Who is allowed to attend meetings of depositary holders?

Each depositary receipt holder may attend the meeting of depositary receipt holders. They will need to register in writing beforehand. The same applies to the holders of a usufruct or pledge over depositary receipts who have voting rights. (AV4.3.1. to AV4.3.5., inclusive) The meetings may also be attended by the members of the board of STAK AAG, and the members of the managing board and supervisory board of ABN AMRO Group N.V. (AV4.3.7.) The chairperson will decide on whether to allow a third party access to the meeting. (AV4.3.8.)

13. Who chairs the meetings of depositary receipt holders and who decides on the order of the meeting?

Meetings of depositary receipt holders are chaired by the chairperson of the board of STAK AAG or anyone appointed by him/her. (AV4.4.1.) The chair of the meeting will establish the order of the meeting, based on the meeting agenda, and may take measures to ensure order, such as restricting speaking time. (AV4.4.2)

14. How are decisions made?

A meeting of depositary receipt holders may pass valid resolutions if it meets the following two conditions (AV4.5.1.):
- at least two thirds of the depositary receipts are represented; and
- the resolution is passed by a majority of at least two thirds of the votes cast.

15. Does the meeting have any control of when the protection mechanism is put into operation?

No, the meeting of depositary receipt holders does not have control of that. That is, notwithstanding the possible approval rights of NLFI, entirely up to the board of STAK AAG, which will take such a decision entirely independently.

Independence

1. Why was STAK AAG set up?

Stichting Administratiekantoor Continuïteit ABN AMRO Group (STAK AAG) is an independent foundation that was set up to acquire shares in ABN AMRO Group N.V. (ABN AMRO) and, in exchange, to issue depositary receipts for shares. STAK AAG seeks to safeguard the interests of depositary receipt holders as much as possible and will deter to the maximum of its abilities any threat to ABN AMRO’s independence, continuity or identity. In the event of a threat to ABN AMRO’s independence, continuity or identity, STAK AAG will put the interests of ABN AMRO first. In so doing, STAK AAG will at all times have the best interests at heart of other stakeholders, such as clients, savers, deposit holders, shareholders, and employees of ABN AMRO, as well as the interests of society in general.

2. Who set up STAK AAG?

Stichting Administratiekantoor Continuïteit ABN AMRO Groep (STAK AAG) was set up on 20 July 2015 by ABN AMRO Group N.V. in consultation with the Dutch Minister of Finance and the shareholder at the time of the initial public offering: Stichting administratiekantoor beheer financiële instellingen (NLFI).

3. Who bears the costs incurred by STAK AAG?

The costs incurred by STAK AAG are paid by ABN AMRO to STAK AAG, as laid down in the Articles of Association and in a cost compensation agreement. (AoA1.3)

4. Given that STAK AAG was set up, and is paid for, by ABN AMRO, is it truly independent?

Yes, it is. Immediately after its incorporation ABN AMRO ceased to have any involvement whatsoever with the composition of the board and the appointment of board members. STAK AAG has its own support team and its board operates independently and without being bound by any instructions. Moreover, the board’s independence is formally laid down in the Articles of Association of STAK AAG.

5. How is the foundation’s independence guaranteed?

STAK AAG’s independence is guaranteed in the Articles of Association, which lays down the independence criteria for board members (AoA3.5.2). According to these criteria, a board member is not independent if he/she, his/her spouse, registered partner or other life partner, child or foster child, or relative by blood or affinity in the first or second degree:

  1. is a member of the Managing Board or Supervisory Board of ABN AMRO, or has been in the past five years;
  2. is employed by ABN AMRO, or has been in the past five years;
  3. is a regular adviser of ABN AMRO, or has been in the past three years;
  4. owns (either jointly or severally) a parcel of shares or depositary receipts for shares representing a value of 10% or more of the shares in ABN AMRO;
  5. is a member of the managing board or supervisory board of a legal entity other than STAK AAG that owns 10% or more of the shares in ABN AMRO.

Moreover, the board of STAK AAG should be composed in such a way that it is always able to carry out the duties and responsibilities described in the Articles of Administration and trust conditions (see also Q6 and Q7). The board itself determines what exactly this involves. The board also appoints new board members itself (AoA 3.1 and 3.2).

Its independence is also guaranteed by the fact that, as laid down in an agreement, STAK AAG itself determines what costs it must incur in order to perform its duties (e.g. engaging advisers) and that ABN AMRO Group N.V. is always required to pay these costs.

6. What requirements is the board of STAK AAG obliged to meet?

The board of STAK AAG consists of three (3) to five (5) individuals. The board draws up a profile for the size and composition of the board, taking into account the activities of STAK AAG and the desired expertise and background of the board members (AoA3.1).

In addition to the criteria laid down in the Articles of Association, the board has included in the profile the following, and other, criteria that board members are required to meet:

With a view to the duties to be carried out by STAK AAG, the board as a whole must possess at least the following qualities:


  1. legal expertise;
  2. insight into the national and international banking industry and the relevant supervisory context;
  3. social commitment and sensitivity;
  4. the expertise required to give a voting recommendation.

The following competencies are also important:


  1. the ability to maintain an open relationship and a constructive dialogue with ABN AMRO and all stakeholders, while retaining their own independence;
  2. the ability to quickly and effectively assess the well being and continuity of ABN AMRO in the long term;
  3. sensitivity to social relationships and signals from society;
  4. strong analytic skills and a constructive, critical attitude;
  5. steadfast, resolute and decisive;
  6. strong communication skills.

7. How are board members appointed?

The current members of the board were appointed with the consent of the Dutch Minister of Finance and NLFI when and shortly after STAK AAG was set up. New board members are appointed by the board of STAK AAG. Members are appointed for a maximum of four (4) years. Retiring board members may be reappointed immediately and may serve a maximum term of twelve (12) years. The board prepares a resignation roster and informs holders of depositary receipts in a timely manner when a vacancy opens up on the board. Holders of depositary receipts may then recommend individuals to the board for nomination to the position of board member (AoA3.2).

8. How is the board supported?

The board of STAK AAG is supported by a flexible team of independent advisers compiled by the board. The team includes support for the secretariat, legal affairs, finances and communication.

The references given in the answers refer to clauses in the articles of association (ST + clause number) and the Conditions of Administration (AV + clause number). These questions and answers have been posted on the website for information purposes only and confer no rights. For full details of STAK AAG’s objects, procedures, and governance, please refer to its ArticlesTrust Conditions and Board Rules, as available on this website.