AGENDA. 1. Call to order. 2. Report of the Managing Board on Corporate Governance. 4. Remuneration in the financial year 2017

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1 AGENDA for the Annual General Meeting of Shareholders of KAS BANK N.V. to be held on Wednesday, 25 April 2018 commencing at a.m. at the company s offices, De Entrée 500, 1101 EE Amsterdam, the Netherlands. 1. Call to order 2. Report of the Managing Board on Corporate Governance 4. Remuneration in the financial year Adoption of the 2017 financial statements (voting item) 6. Adoption of the 2017 dividend (voting item) 7. Notification of intended reappointment of Mr J. Witteveen MSc 8. Discharge of the Managing Board (voting item) 9. Discharge of the Supervisory Board (voting item) 10. Composition of the Supervisory Board a. Appointment of Ms T.L. Nagel (voting item) 11. Authorising of the Managing Board a. Issue of shares (voting item) b. Repurchase of own shares (voting item) 12. Any other business 13. Adjournment 1

2 Agenda item 3 - Corporate Governance The outline of the corporate governance structure will be discussed and how the company applies the Dutch Corporate Governance Code. A detailed explanation of the Code is available on the company s website; Agenda item 4 - Remuneration in the 2017 financial year The Managing Board s implementation of the remuneration policy in 2017 will be discussed in the context of this agenda item. Agenda item 5 - Adoption of the financial statements 2017 (voting item) It will be proposed that the 2017 financial statements prepared by the Managing Board and discussed with the Supervisory Board be adopted. Agenda item 6 - Adoption of the dividend 2017 (voting item) It is proposed that a dividend be declared for 2017 of 0.64 per ordinary share of 1.00 nominal value. An amount of 0.33 has already been paid as interim dividend for 2017, leaving a final dividend for 2017 of 0.31 per ordinary share of 1.00 nominal value. The final dividend for 2017 will be payable in cash, net of 15% withholding tax, on 3 May Agenda item 7 Notification of intended reappointment of Mr J. Witteveen MSc Mr J. (Jaap) Witteveen MSc (1967) was appointed as member of the Managing Board and Chief Operating Officer (COO) of KAS BANK N.V. in Mr Witteveen's current term of office expires on 1 September The Supervisory Board intends to reappoint Mr Witteveen as member of the Managing Board and COO of KAS BANK N.V. for a period of four years with effect from 1 September The General Meeting of Shareholders will be notified of this proposed reappointment. Mr Witteveen is responsible for Operations and IT within the Managing Board. As of 1 September 2018, KAS BANK s Managing Board will consist of Mr S.A.J. van Katwijk (chairman), Mr J. Witteveen MSc (COO) and Mr M.R. Stoffels RA (CFRO). The contract between Mr Witteveen and the company is an Agreement of Assignment and fits within the remuneration policy as adopted by the General Meeting of Shareholders for the members of the Managing Board of the company. Personal details of J. Witteveen MSc: Name Jaap Witteveen Age 50 Marital status Married, two children Nationality Dutch Current position Member of the Managing Board and COO of KAS BANK (since 2014) Education Nyenrode University, Business Administration (drs/msc) Christelijke Hogeschool Windesheim, Accoutancy (Bachelor) 2

3 Professional experience 2014-now KAS BANK, Member of the Managing Board and COO Theodoor Gilissen Bankiers N.V., member of the Board (COO, CFO and CRO) Managing Director and COO fort the so-called Functions at ABN-AMRO Bank N.V. and member of the Transition Management Committee Director and COO at ABN-AMRO Verzekeringen Various positions at ABN-AMRO Bank with focus on Operations and IT , 1997 Monuta Holding N.V KPMG Accountants Mr Witteveen has no (supervisory) positions with legal entities that qualify as large in the sense of article 2: 132a Dutch Civil Code. Mr Witteveen holds 1,745 KAS BANK shares at the end of Agenda item 8 - Discharge of the Managing Board (voting item) It will be proposed that the members of the Managing Board be discharged for their management over the past financial year, in connection with the 2017 financial statements and the discussion concerning these in the General Meeting of Shareholders. Agenda item 9 - Discharge of the Supervisory Board (voting item) It will be proposed that the members of the Supervisory Board be discharged for their supervision over the past financial year, in connection with the 2017 financial statements and the discussion concerning these in the General Meeting of Shareholders. Agenda item 10 Composition of the Supervisory Board Appointment of Ms T.L. Nagel (voting item) The Supervisory Board informs the General Meeting of Shareholders of the vacancy on the Board due to the retirement of Mr R. Icke (RA) as at 25 April Mr. Icke has not made himself available for reappointment. Mr. Icke has been a member of the Supervisory Board for eight years. The Supervisory Board gives the General Meeting of Shareholders the opportunity of submitting a timely recommendation to fill this vacancy. The Supervisory Board s profile published on the Bank s website serves as the guideline for making such a recommendation. Within this profile, the recommended candidate must meet the following criteria to qualify for this position: The recommended candidate must have specific expertise and experience in the field of strategy, business development, marketing and sales and executive management and/or supervisory experience with middle or large-sized listed companies, financial institutions or utility companies.. If the General Meeting of Shareholders does not submit a recommendation, the Supervisory Board nominates Ms Nagel for appointment as a member of the Supervisory Board by the General Meeting of Shareholders. The Works Council has not made use of its right of recommendation. The Supervisory Board proposes that the General Meeting of Shareholders appoint Ms T.L. Nagel as a member of the Supervisory Board of the company effective from 25 April 2018 (as at the end of the General Meeting of Shareholders to be held on that date) for a period of 4 years. Ms Nagel is an excellent match for the position profile drafted by the Supervisory Board. 3

4 Personal notes Ms T.L. (Tanja) Nagel Occupation/Current primary position None Previous primary position CEO Theodoor Gilissen Bankiers N.V. Ancillary positions Member Supervisory Board EY LLP Nederland, member Supervisory Board PNO, member Raad van Advies Hermon, Raad van Advies Frans Hals Museum/De Hallen Haarlem, board member Universiteitsfonds Utrecht, member Raad van Toezicht De Veer Stichting, member Raad van Toezicht Scheepvaartmuseum Nationality Dutch Year of birth 1960 Shares in KAS BANK None In accordance with the schedule of retirement by rotation, the Supervisory Board members Borgdorff and Hofsté are due to step down at the Annual General Meeting of Shareholders of Agenda item 11 - Authorising of the Managing Board (voting item) a. Issue of shares It is proposed that the Managing Board be designated for a period of eighteen months from 25 April 2018 as the body authorised to resolve to issue shares, which includes the granting of rights to acquire shares, or to restrict or exclude the pre-emptive right upon the issue of shares, including the granting of rights to acquire shares. A resolution by the Managing Board to issue shares or limit or exclude the pre-emptive right upon the issue of shares is subject to the approval of the Supervisory Board. It is proposed that the Managing Board s designation for the issue of shares, which includes the granting of rights to acquire shares, or for the restriction or exclusion of the pre-emptive right upon the issue of shares, including the granting of rights to acquire shares, be limited to: i. 10% of the subscribed capital of the company on 25 April 2018, and ii. an additional 10% of the subscribed capital of the company on 25 April 2018, if the issue of this additional 10% takes place in the context of a merger or acquisition. In the General Meeting of Shareholders of 26 April 2017, the Managing Board was designated as the authorised body to resolve to issue shares, with the Supervisory Board s approval. This designation was in effect for the issue of a maximum of 10% of the subscribed capital of the company and for the issue of an additional 10% in the context of a merger or acquisition. In the meeting on 25 April 2018, the shareholders will be asked to once again grant the Managing Board the authority to issue shares. This authority will only be used if this is in the interest of the company, its business and all its stakeholders. To date the Managing Board has not made use of the authority to issue shares it was granted last year. The authorisation replaces the authorisation granted by the General Meeting of Shareholders on 26 April b. Repurchase of own shares It is proposed that the Managing Board be granted authorisation for a period of eighteen months, starting from 25 April 2018, to, with the Supervisory Board s approval, have the company buy back treasury shares up to maximum 10% of the company s subscribed capital. This acquisition may take place via any type of agreement, including stock exchange transactions and private transactions. The price may be no less than the nominal value of the shares and no more than 110% of the price on the 4

5 stock exchange. The price on the stock exchange is defined here as the average of the highest share price from the five trading days preceding the day of the acquisition, according to Euronext Amsterdam s official list. The authorisation is primarily intended for the buyback of shares or depositary receipts for shares in the context of hedging commitments arising from the variable remuneration scheme. Other circumstances could also arise that make it desirable for the company to be able to buy back treasury shares. The authorisation replaces the authorisation granted by the General Meeting of Shareholders on 26 April Amsterdam, 14 March 2018 The Managing Board and the Supervisory Board of KAS BANK N.V. 5

6 KAS BANK AMSTERDAM P.O. Box DB Amsterdam The Netherlands De Entrée EE Amsterdam The Netherlands T: KAS BANK LONDON 5th Floor 11 Westferry Circus E14 4HD London United Kingdom T: KAS BANK FRANKFURT am MAIN Mainzer Landstraße Frankfurt am Main Germany T:

AGENDA. 1. Call to order. 2. Report of the Managing Board on Remuneration in the financial year 2016

AGENDA. 1. Call to order. 2. Report of the Managing Board on Remuneration in the financial year 2016 AGENDA for the Annual General Meeting of Shareholders of KAS BANK N.V. to be held on Wednesday, 26 April 2017 commencing at 11.30 a.m. at the company s offices, Nieuwezijds Voorburgwal 225, 1012 RL Amsterdam,