Negotiable Commercial Paper. (Negotiable European Commercial Paper NEU CP ) 1. Not Guaranteed Programme

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1 Negotiable Commercial Paper (Negotiable European Commercial Paper NEU CP ) 1 Not Guaranteed Programme INFORMATION MEMORANDUM Name of the Programme Name of the Issuer ABN AMRO Bank N.V., NEU CP ABN AMRO Bank N.V. Type of programme NEU CP Programme size EUR 25,000,000,000 Guarantor Ratings of the Programme Arranger Issuing and paying agent (IPA) Dealers None Rated Fitch Ratings Moody's Standard & Poor's Société Générale Date of the Information Memorandum 8 August 2018 Update by amendment None Société Générale ABN AMRO Bank N.V., Crédit Agricole CIB, ING Bank N.V., Société Générale and The Royal Bank of Scotland plc. Drawn up pursuant to Articles L 213-1A to L of the French Monetary and Financial Code A copy of the information memorandum is sent to: BANQUE DE FRANCE Direction générale de la stabilité financière et des opérations (DGSO) Direction de la mise en œuvre de la politique monétaire (DMPM) Service des Titres de Créances Négociables (STCN) 39, rue Croix des Petits Champs PARIS CEDEX 01 (To the attention of the Head of Division) The Banque de France invites investors to read the general terms and conditions for the use of information related to negotiable debt securities: 1 Trade name of the Commercial Paper defined in Article D of the French Monetary and Financial Code. - i-

2 MIFID II product governance / Professional investors and Eligible Counterparties only target market Solely for the purposes of the Issuer's product approval process in respect of the NEU CP, the target market assessment in respect of any of the NEU CP to be issued under this Programme has led to the conclusion that: (i) the target market for the NEU CP is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the NEU CP to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the NEU CP (a "distributor") should take into consideration the Issuer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the NEU CP (by either adopting or refining the Issuer's target market assessment) and determining appropriate distribution channels. PRIIPs Regulation/Prospectus Directive / PROHIBITION OF SALES TO EEA RETAIL INVESTORS The NEU CP are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II ; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended the "PRIIPs Regulation") for offering or selling the NEU CP or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the NEU CP or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation - ii-

3 TABLE OF CONTENTS Page I. DESCRIPTION OF THE ISSUANCE PROGRAMME... 1 II. DESCRIPTION OF THE ISSUER... 8 III. CERTIFICATION OF INFORMATION FOR THE ISSUER IV. INFORMATION CONCERNING THE ISSUER'S REQUEST OF THE STEP LABEL APPENDIX I - RATINGS OF THE PROGRAMME APPENDIX II - DOCUMENTS AVAILABLE TO THE SHAREHOLDERS ANNUAL GENERAL MEETING OR THE EQUIVALENT BODY APPENDIX III - AMENDMENT, IF APPROPRIATE, UNDER ELECTRONIC AND PAPER FORM (SIGNED) I. DESCRIPTION DU PROGRAMME D'EMISSION II. DESCRIPTION DE L'EMETTEUR III. CERTIFICATION DES INFORMATIONS FOURNIES IV. INFORMATION CONCERNANT LA DEMANDE DE LABEL STEP PAR L'EMETTEUR ANNEXES iii-

4 ENGLISH SECTION I. DESCRIPTION OF THE ISSUANCE PROGRAMME Articles D , 1 and D of the French Code monétaire et financier (the "Monetary and Financial Code") and Article 6 of the order (arrêté) of 30 May 2016 and subsequent amendments. 1.1 Name of the Programme: ABN AMRO Bank N.V., NEU CP 1.2 Type of programme: Programme of NEU CP (the "NEU CP") issued under French Law, in accordance with Articles L A to L and D A to D of the French Monetary and Financial Code and all applicable regulations (the "Programme"). 1.3 Name of the Issuer: ABN AMRO Bank N.V. ("ABN AMRO Bank") 1.4 Type of issuer: Monetary financial institution 1.5 Purpose of the Programme: In order to meet the general funding needs of ABN AMRO Bank N.V. (the "Issuer") and its subsidiaries, the Issuer will issue from time to time NEU CP, in accordance with Articles L A to L and D A to D of the French Monetary and Financial Code and all applicable regulations. 1.6 Programme size (maximum outstanding amount): The maximum outstanding amount under the Programme shall be Euros 25,000,000,000 or its equivalent value at the date of issue in any other currencies authorised by applicable laws and regulations in force in France. 1.7 Form of the NEU CP: NEU CP issued under the Programme are issued in bearer form and recorded in the books of authorised intermediaries (book entry system) in accordance with French laws and regulations. 1.8 Yield basis: The remuneration of the NEU CP is unrestricted. However, if the Issuer issues NEU CP with remuneration linked to an index, or an index clause, the Issuer shall only issue NEU CP with remuneration linked to usual money market indexes, such as but not restricted to: EURIBOR, LIBOR or EONIA. The Issuer may not issue NEU CP with potentially variable principal payments. In the case of an issue of NEU CP embedding an option of early redemption, extension or repurchase, as mentioned in paragraph 1.10 below, the conditions of remuneration of such NEU CP will be set out when the said NEU CP will be initially issued and shall not be further modified, including when such an embedded option of early redemption, extension or repurchase will be exercised. 1.9 Currencies of issue of the NEU CP: The NEU CP shall be issued in Euro or in any other currency authorised by laws and regulations in force in France at the time of the issue in accordance with Article D of the French Monetary and Financial Code. - 1-

5 1.10 Maturity of the NEU CP: The term (maturity date) of the NEU CP shall be determined in accordance with laws and regulations applicable in France, which imply that, at the date hereof, the term of the NEU CP shall not be longer than 1 year (365 days or 366 days in a leap year), from the issue date. The NEU CP may be redeemed before maturity in accordance with the laws and regulations applicable in France. The NEU CP issued under the Programme may carry one or more embedded option(s) of extension of the term (hold by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder). The NEU CP issued under the Programme may also carry one or more embedded option(s) of repurchase before the term (hold by either the Issuer or the holder, or linked to one or several events not related to either the Issuer or the holder). An option of early redemption, extension or repurchase of NEU CP, if any, shall be explicitly specified in the confirmation form of any related issuance of NEU CP. In any case, the overall maturity of any NEU CP embedded with one or several of such clauses, shall always - all options of early redemption, extension or repurchase included conform to laws and regulations in force in France at the time of the issue Minimum issuance amount: The NEU CP shall be issued for a nominal amount at least equal to Euro 200,000 or its equivalent in other currencies Minimum denomination of the NEU CP: Euro 200,000. By virtue of regulation (Article D of the French Monetary and Financial Code), the legal minimum face value of the NEU CP issued within the framework of this Programme is Euro 200,000 or the equivalent in the currencies authorized by the French legislation in force at the time of the issue Status of the NEU CP: The NEU CP shall constitute direct, unsecured and unsubordinated obligations of the Issuer, ranking at least pari passu with all other current and future direct, unsecured, unguaranteed and unsubordinated indebtedness of the Issuer, save for such obligations that may be mandatorily preferred by law Governing law that applies to the NEU CP: Any NEU CP under the Programme will be governed by French law. All potential disputes related to the issuance of the NEU CP shall be governed and construed according to French Law Listing of the NEU CP/Admission to trading on a regulated market: All, or part only, of the NEU CP issued under this Programme may be admitted to trading on Euronext Paris and/or Bourse de Luxembourg pursuant to the Directive 2003/71/EC of the European Parliament and the Council dated 4th November 2003 (as amended). Whether an issue of NEU CP is admitted to trading can be verified (respectively): on Euronext Paris on the website of Euronext Paris at the following address:

6 and /or on Bourse de Luxembourg on the website of Bourse de Luxembourg at the following address: Settlement system of issuance: The NEU CP will be issued through the Euroclear France System Ratings: Rated Standard & Poor's Ratings Services Moody's Investors Service Ltd. Fitch Ratings Ltd. Ratings can come under review at any time by the rating agencies. Investors are invited to refer to the websites of the relevant rating agency in order to have access to the latest ratings. For the avoidance of doubt, the Issuer shall not be responsible for the information appearing on the rating agencies websites Guarantor: None 1.19 Issuing and Paying Agent: The Issuer has appointed Société Générale as its Issuing and Paying Agent in relation to the Programme. The Issuer may decide to replace the initial Issuing and Paying Agent or appoint another Issuing and Paying Agent and will, following such appointment update this information memorandum (the "Information Memorandum") in accordance with French laws and regulations Arranger: Société Générale 1.21 Placement method: The NEU CP will be placed by the following Dealers: ABN AMRO Bank N.V., Crédit Agricole CIB, ING Bank N.V., Société Générale and The Royal Bank of Scotland plc. The Issuer may subsequently elect to replace any of the Dealers or appoint other Dealers. An updated list of such Dealers shall be disclosed to investors upon request to the Issuer Selling Restrictions: No action has been taken or will be taken by the Issuer, each Dealer, any initial subscriber and any further holder of the NEU CP issued under the Programme that would or is intended to permit a public offering of the NEU CP or the possession or distribution of the Information Memorandum or any other document relating to the NEU CP in any country or jurisdiction where action for that purpose is required. The Issuer, each Dealer, any initial subscriber of the NEU CP has undertaken and any further holder will be deemed to undertake on the date on which he purchases the NEU CP, to the extent - 3-

7 possible, to the best of its knowledge, to comply with all applicable laws and regulations in force in any country or jurisdiction in which it purchases, offers or sells the NEU CP or possesses or distributes the Information Memorandum or any other document relating to the NEU CP and to obtain any consent, approval or permission required by it for the purchase, offer or sale of NEU CP under the laws and regulations in force in any jurisdiction to which it is subject or in which it will make such purchases, offers or sales and neither the Issuer, nor any Dealer nor any initial subscriber nor any further holder shall have responsibility therefore. Each of the Issuer, the Dealer, any initial subscriber of the NEU CP has represented and agreed and any further holder will be deemed to represent and agree on the date on which he purchases the NEU CP that will not offer or sell directly or indirectly any NEU CP or distribute the Information Memorandum or any other document relating to the NEU CP in or from any country or jurisdiction except under circumstances that will result in the compliance with any applicable laws and regulations and which will not impose any obligations on the Issuer. Belgium This Information Memorandum has not been, and it is not expected that it will be, submitted for approval to the Belgian Financial Services and Markets Authority. Accordingly, the Issuer and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it shall refrain from taking any action that would be characterised as or result in a public offering of the NEU CP in Belgium in accordance with the law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets, as amended or replaced from time to time. In addition, the NEU CP is not intended to be sold to Belgian Consumers. Accordingly, the Issuer and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold and will not offer or sell, directly or indirectly, NEU CP to Belgian Consumers, and has not distributed or caused to be distributed and will not distribute or cause to be distributed, this Information Memorandum or any other offering material relating to the NEU CP to Belgian Consumers. For these purposes, a "Belgian Consumer" has the meaning provided by the Belgian Code of Economic Law, as amended from time to time (Wetboek van 28 februari 2013 van economisch recht/code du 28 février 2013 de droit économique), being any natural person resident or located in Belgium and acting for purposes which are outside his/her trade, business or profession. France Each of the Issuer, the Dealer, any initial subscriber has represented and agreed and any further holder of the NEU CP will be deemed to represent and agree, that it has not offered or sold, and will not offer or sell directly or indirectly any NEU CP to the public in France, and has not distributed and will not distribute or cause to be distributed to the public in France the Information Memorandum or any other offering material relating to the NEU CP and that such offers, sales and distributions have been and will only be made in France to (i) qualified investors (investisseurs qualifiés) and/or (ii) to providers of investment services relating to portfolio management for the account of third parties (prestataires de service d'investissement de gestion de portefeuille pour le compte de tiers), acting for their own account, all as defined in, and in accordance with, Articles L , L and D of the French Monetary and Financial Code. - 4-

8 Italy The offering of the NEU CP has not been registered with the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian securities legislation. Each Dealer has represented and agreed that any offer, sale or delivery of the NEU CP or distribution of copies of this Information Memorandum or any other document relating to the NEU CP in the Republic of Italy will be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulation. Any such offer, sale or delivery of the NEU CP or distribution of copies of this Information Memorandum or any other document relating to the NEU CP in the Republic of Italy must be: (i) (ii) (iii) made by an investment firm, bank or financial intermediary permitted to conduct such activities in the Republic of Italy in accordance with Legislative Decree No. 58 of 24 February 1998, CONSOB Regulation No of 15 February 2018 and Legislative Decree No. 385 of 1 September 1993 (in each case as amended from time to time); in compliance with Article 129 of Legislative Decree No. 385 of 1 September 1993, as amended, pursuant to which the Bank of Italy may request information on the issue or the offer of securities in the Republic of Italy and the relevant implementing guidelines of the Bank of Italy issued on 25 August 2015 (as amended on 10 August 2016); and in compliance with any other applicable laws and regulations or requirement imposed by CONSOB or any other Italian authority. Japan The NEU CP has not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended; the "FIEA"). The Issuer, each Dealer, each further Dealer appointed under the Programme, any initial subscriber or any further holder, of the NEU CP has represented and agreed that it has not offered or sold and will not offer or sell any NEU CP, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan. United Kingdom The Issuer, each Dealer and any initial subscriber has represented and agreed and any further holder of the NEU CP will be required to represent and agree, that: (a) No deposit-taking: In relation to any NEU CP having a maturity of less than one year: (i) (ii) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of its business; and: it has not offered or sold and will not offer or sell any NEU CP other than to persons: (A) (B) whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses; or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses, - 5-

9 where the issue of NEU CP would otherwise constitute a contravention of section 19 of the Financial Services and Markets Act 2000 (the "FSMA") by the Issuer; (b) (c) Financial promotion: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any NEU CP in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and General compliance: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to such NEU CP in, from or otherwise involving the United Kingdom. United States The NEU CP has not been and will not be registered under the 1933 Securities Act, as amended (the "Securities Act") or any other laws or regulations of any state member of the United States of America, and may not be offered or sold within the United States of America, or to, or for the account or benefit of, U.S. persons (as defined in accordance with Regulation S under the Securitites Act). Each of the Dealers, the initial subscribers and further holders represents and agrees that it has not offered, sold, or delivered, and will not offer, sell or deliver, whether directly or indirectly, any NEU CP within the United States of America or to U.S. persons or for the account or benefit of any U.S. person (i) as part of their distribution at any time and (ii) otherwise until the day immediately following 40 days after the later of (y) the day on which such NEU CP are offered and (z) the issue date of such NEU CP. Each of the Dealers, the initial subscribers and further holders also agrees that it will send to each distributor, dealer or person to which it sells NEU CP during the 40-day period (as referred to here above) a notice reporting the selling and offering restrictions of the NEU CP in the United States of America with respect to any sale or offer to US persons or for their account or benefit. The NEU CP shall be offered and sold only outside the United States to persons other than US persons (as defined in accordance with Regulation S under the Securities Act) Taxation: The Issuer is not bound to indemnify any holder of the NEU CP in case of taxes which are payable under French law or any other foreign law in respect of the principal of, or the interest on, the NEU CP, except for any stamp or registration taxes payable by the Issuer under French law Involvement of national authorities: Banque de France 1.25 Contact details of the persons in charge of the programme: Information about the Issuer can be obtained from: ABN AMRO Bank N.V.'s website: Contact: M. Otto Group Treasury, Liquidity and Collateral Management Address: Gustav Mahlerlaan PP Amsterdam The Netherlands Tel:

10 Contact: E. C. M. J. Bakker Group Treasury, Liquidity and Collateral Management Address: Gustav Mahlerlaan PP Amsterdam The Netherlands Tel: Additional information on the programme: Updates The Issuer shall update in due time the Information Memorandum in accordance with the legal laws and regulations applicable for rated programmes of NEU CP. Annual update The Issuer shall update each year its Information Memorandum within 45 days following the shareholders' annual general meeting, or the equivalent body, voting on the accounts for the last financial year. Permanent update The Issuer shall immediately update its Information Memorandum following any change to the NEU CP under this Programme relating to: the maximum amount of its outstanding NEU CP issues; the Issuing and Paying Agent; any new circumstance which may have a significant effect on the NEU CP or on the outcome of the issue programme Communication The Issuer shall, in accordance with applicable laws and regulations, immediately and free of charge, provide its Information Memorandum, and its updates to the entities involved in the implementation of its Programme such as: Issuing and Paying Agent Intermediaries for the purchase and sale of the NEU CP and any person who requests them. The Issuer shall communicate immediately each update to the Banque de France Auditors of the issuer, who have audited the accounts of the issuer's annual report: Please refer to 2.15, English Section 1.28 Language of the Information Memorandum which prevails: The French section of this Information Memorandum is furnished for information purposes only. The English version is the binding version. - 7-

11 II. DESCRIPTION OF THE ISSUER Article D , 2 of the French Monetary and Financial Code and Article 7, 3 of the order (arrêté) of 30 May 2016 and subsequent amendments. 2.1 Legal name: ABN AMRO Bank N.V. 2.2 Legal form / status: The Issuer is established in Amsterdam as a public limited liability company (naamloze vennootschap). It is incorporated under Dutch law and is subject to the jurisdictions of the courts of The Netherlands. 2.3 Date of incorporation: ABN AMRO Bank N.V. was incorporated on 9 April Registered office: ABN AMRO Bank N.V. Gustav Mahlerlaan PP Amsterdam The Netherlands 2.5 Registration number, place of registration: The Issuer is registered with the Dutch Chamber of Commerce (Kamer van Koophandel) under the identification number The Legal Entity Identifier of the Issuer is BFXS5XCH7N0Y05NIXW Company's purpose: The Issuer's objectives are (according to its articles of association (statuten)): (a) (b) (c) to be a financial institution, to render investment services and to engage in investment activities, to administer the assets of third parties, to act as trustee, administrator and executor of wills and as a member of the managing or supervisory boards or liquidator of companies or other organisations, to act as an intermediary in respect of insurances, as well as to engage in all transactions, activities and services which may relate or be conducive thereto, all in the widest sense; to participate in, co-operate with, finance, administer and manage financial and other enterprises and companies, to guarantee or otherwise support or furnish security for any indebtedness or performance of any contract or obligation of other enterprises and companies which are part of the group of the company, render services to and perform staff positions for any such enterprises and companies, as well as to engage in all transactions, activities and services which may relate or be conducive to the above; and to foster the direct and indirect interests of all involved in the company, in whatever way, and to safeguard the continuity of the company and of the enterprise(s) associated therewith. 2.7 Brief description of current activities: The term "ABN AMRO" is used below as a reference to the Issuer and its consolidated subsidiaries and other group companies (including ABN AMRO Group N.V.). "Group" means ABN AMRO Group N.V. and its consolidated subsidiaries. ABN AMRO is a full-service bank with a primary focus on The Netherlands and selective operations internationally, serving retail, private and corporate banking clients based on an indepth financial expertise and extensive knowledge of numerous industry sectors. ABN AMRO is also internationally active in a number of specialised activities such as energy, commodities & - 8-

12 transportation ("ECT") and clearing, private banking and asset based lending in a select number of countries. ABN AMRO was previously organised into Retail Banking, Private Banking, Corporate Banking and Group Functions. In 2017 ABN AMRO amended its segmentation and announced a new management structure. Under this new management structure ABN AMRO is organised into Retail Banking, Commercial Banking, Private Banking, Corporate & Institutional Banking, Finance, Risk Management, Technology & Innovation and Transformation & HR. The new management structure includes an Executive Board at both ABN AMRO Group N.V. and ABN AMRO Bank N.V. levels and an Executive Committee at ABN AMRO Bank N.V. level. With the Q Report, ABN AMRO changed its reporting structure in line with the new management structure. ABN AMRO now has five reporting segments: Retail Banking, Commercial Banking, Private Banking, Corporate & Institutional Banking and Group Functions (as described below). A. RETAIL BANKING Retail Banking renders services to approximately five million retail clients in The Netherlands with investable assets of up to EUR 500,000. Up to 2017 (inclusive) Retail Banking served approximately 300,000 small businesses with an annual turnover of up to EUR 1 million. In January 2018 these small business clients were transferred to Commercial Banking to give them access to the services and expertise they require. Retail Banking offers a wide variety of banking and insurance products and services through the Issuer's branch network, online, via contact centers and through subsidiaries. B. COMMERCIAL BANKING Commercial Banking is an established business partner of the Dutch corporate sector. Operating in 15 economic sectors, it has a developed domestic franchise, combined with an asset-based finance presence in the United Kingdom, Germany, France and Belgium. It serves a total of approximately 65,000 clients. Its clients are corporates in all sectors of the economy, with annual turnover of between EUR 1 million and EUR 250 million. It offers a broad range of standard and tailor-made products and services based on in-depth client and sector knowledge. As at 1 January 2018, a group of approximately 300,000 small business clients were transferred from Retail Banking to Commercial Banking (see "Retail Banking" above). Commercial Banking works in close partnership with other parts of ABN AMRO on product development, marketing and communication. C. PRIVATE BANKING Private Banking offers fully-integrated financial advice and a broad array of services focused on wealth structuring, wealth protection and wealth transfer. Private Banking operates under local brands, such as ABN AMRO MeesPierson in The Netherlands, Neuflize OBC in France and Bethmann Bank in Germany. In line with ABN AMRO's ambition to be a leading Northwest European private bank, ABN AMRO's Private Banking business in Asia and the Middle East was successfully transferred to LGT in the first quarter of Private Banking managed EUR billion client assets at year-end 2017, all in Europe. Private Banking is present in The Netherlands, France, Germany, Belgium, Luxembourg and the Channel Islands. ABN AMRO offers private banking services in The Netherlands to high net-worth individuals with investable assets in The Netherlands exceeding EUR 500,000 or more than EUR 1 million outside The Netherlands and ultra-high net worth individuals with more than EUR 25 million in investable assets. - 9-

13 D. CORPORATE & INSTITUTIONAL BANKING (CIB) Corporate & Institutional Banking has a total client base of approximately 3,000. In The Netherlands, it serves business clients with revenues exceeding EUR 250 million. In Northwest Europe (France, Germany, United Kingdom and Belgium), it serves clients in eight selected sectors with revenues exceeding EUR 100 million. These clients are served by Client Service Teams, which offer specific product or sector knowledge. Corporate & Institutional Banking is mainly active in the Americas, Europe and Asia Pacific. Its five product units offer loan products (Structured Finance and Trade & Commodity Finance), flow products (Global Market) and specialised products (Clearing and Private Equity). Corporate & Institutional Banking's business activities are organised according to sector, geography and product. Corporate & Institutional Banking works in close partnership with Commercial Banking on product development, marketing and communications. E. GROUP FUNCTIONS Group Functions supports the Group's businesses by delivering services in the areas of audit, corporate governance, finance, risk, human resources, legal, compliance, communication, change management, technology, operations, property management, strategy, sustainability, and housing. Group Functions is organised into the following main departments: Innovation & Technology, Finance, Risk Management, Transformation & HR, Group Audit Corporate and Stategy & Sustainability. The majority of the Group Functions costs are allocated to the respective businesses. Innovation & Technology Innovation & Technology supports the Group by providing services in the areas of IT (software and hardware). operations facility management, information security, procurement, and programme and project management, both in The Netherlands and internationally. It consists of the following main departments: Agile at Scale, Business Services, Innovation and IT. Finance Finance helps keep the Group on track to achieve the goals defined in its long-term strategy. It is the primary supplier of management and reporting information to the Group's internal and external stakeholders, and plays an independent role in delivering management information and challenging business decisions. Finance supports a financial control environment and ensures compliance with accounting standards and requirements set by the regulatory authorities. It consists of the following main departments: Financial Accounting, Controlling, Investor Relations, Asset & Liability Management (ALM), Treasury and Tax. Risk Management Risk Management helps to secure a sound risk/return ratio, maintaining a bank-wide moderate risk profile as part of the Issuer's long-term strategy, as determined by the Issuer's risk appetite. Risk Management consists of the following main departments: Business Management, Risk Management, Compliance, Credit Risk, Financial Restructuring and Recovery, Legal and Operational Risk Management. Transformation & HR The primary responsibility of Transformation & HR is to help the Group's businesses keep clients the central focus stage by managing human resources and the Group's corporate identity and reputation. Transformation & HR aims to prevent reputational damage and strives to manage and improve ABN AMRO's reputation, brand name and brand value inside and outside The Netherlands in a consistent manner and to position - 10-

14 2.8 Capital or equivalent: the Group as a trustworthy and sustainable organisation. Transformation & HR consists of the following main departments: Human Resources and Branding & Communications. Group Audit, Strategy & Sustainability and Corporate Office Group Audit provides independent oversight and control, on behalf of senior and executive management, of the core processes, policies and procedures that are designed to ensure that the Group complies with both the letter and spirit of general and industryspecific legislation and regulations. In this way, it helps to protect the Group's reputation. Strategy & Sustainability provides advice on strategy and the implementation of various strategic initiatives and activities, including acquisitions and divestments, and strategic programmes for the Group and its stakeholders. Additionally it formulates the Group's overall sustainability strategies and ensures that sustainable banking is embedded in the Group's business practices. The Corporate Office is also part of Group Functions. The Corporate Office supports and advises the Supervisory Board, the Executive Board, the Executive Committee and the Employee Council in relation to matters concerning corporate governance, supervision and employee consultation Amount of capital subscribed and fully paid: As at 30 May 2018, the authorised share capital of ABN AMRO Group N.V. amounted to EUR 2.4 billion distributed over 2,200,000,000 ordinary shares and 200,000,000 class B ordinary shares. All shares have a nominal value of EUR 1.00 each and each share entitles the shareholder to one vote per share. As at 31 December 2017, issued and paid-up capital by ABN AMRO Group N.V. consisted of 940,000,001 ordinary shares (EUR 940 million) Fraction of issued capital not fully paid-up Not applicable. 2.9 List of main shareholders: ABN AMRO Group N.V. is ABN AMRO Bank's sole shareholder. ABN AMRO Bank is the only direct subsidiary of ABN AMRO Group N.V. and ABN AMRO Group N.V. has no significant activities other than holding the shares in ABN AMRO Bank. On the date of this Information Memorandum, all shares in the capital of ABN AMRO Group N.V. are held by two foundations: NLFI and STAK AAG, "NLFI" refers to Stichting administratiekantoor beheer financiële instellingen (trade name NL Financial Investments), and "STAK AAG" refers to Stichting Administratiekantoor Continuïteit ABN AMRO Group). Both foundations have issued depositary receipts for shares in ABN AMRO Group N.V. Only STAK AAG's depositary receipts are issued with the cooperation of ABN AMRO Group N.V. and traded on Euronext Amsterdam. On the date of this Information Memorandum, STAK AAG holds 50.1% of the shares in the issued capital of ABN AMRO Group N.V. The Dutch State holds an interest in ABN AMRO Group N.V. through NLFI. On the date of this Information Memorandum, NLFI holds a stake of 56.3% in ABN AMRO Group N.V., of which 49.9% is directly held via ordinary shares and 6.4% is indirectly held via depository receipts. As such NLFI holds a total voting interest of 56.3% in ABN AMRO Group N.V. NLFI has waived, in its capacity of holder of depository receipts only, for as long as NLFI holds the depository receipts, any meeting and voting rights attached to the depository receipts other than the right to vote on the underlying shares of the depository receipts held by NLFI in the shareholders meeting of ABN AMRO Group N.V. in accordance with the general terms of administration (administratievoorwaarden) of STAK AAG

15 Material or principal decisions of NLFI require the prior approval of the Dutch Minister of Finance, who can also give binding voting instructions with respect to such decisions. NLFI is not permitted to dispose of or encumber the shares, except pursuant to an authorization from and on behalf of the Dutch Minister of Finance. NLFI entered into a relationship agreement (the "Relationship Agreement") with ABN AMRO Group N.V. with respect to their mutual relationship after the initial public offering (the "IPO"). Upon the IPO, the Relationship Agreement replaced an earlier memorandum of understanding between NLFI and ABN AMRO Group N.V. The Relationship Agreement will terminate if and when NLFI (directly or indirectly) holds less than 10% of ABN AMRO Group N.V.'s issued share capital, except for a limited number of clauses, which will not terminate under any circumstances. STAK AAG is independent from ABN AMRO and is a holder of shares in ABN AMRO Group N.V.'s issued share capital. STAK AAG has acquired such shares for the purpose of administration (ten titel van beheer) in exchange for depositary receipts. This structure can serve as a defence measure. The STAK AAG also aims to promote the exchange of information between ABN AMRO Group N.V. on the one hand and holders of depositary receipts and shareholders on the other hand, for example, by organising a meeting of depositary receipt holders prior to ABN AMRO Group N.V.'s General Meeting. STAK AAG will also report on its activities periodically, at least once a year. This report was published by STAK AAG for the first time in In addition, further selldowns of NLFI's shareholding in ABN AMRO Group N.V. will take place through STAK AAG (and in the form of depositary receipts) Listing of shares of the Issuer: The shares of ABN AMRO Bank N.V. are not listed on a Stock Exchange List of the members of the Executive Board and the Supervisory Board As of 8 August 2018, the names of the members of the Executive Board are: Kees van Dijkhuizen (Chairman) Clifford Abrahams Christian Bornfeld Tanja Cuppen - 12-

16 As of 8 August 2018, the names of the members of the Supervisory Board are: Tom de Swaan (Chairman) Steven ten Have Arjen Dorland Frederieke Leeflang Annemieke Roobeek Tjalling Tiemstra Jurgen Stegmann 2.12 Accounting methods: As mentioned on page 167 of ABN AMRO Bank N.V.'s Annual Report 2016, ABN AMRO Bank N.V. prepared its consolidated financial statements for the year ending 31 December 2016 in accordance with IFRS standards as adopted by the EU. As mentioned on page 162 of ABN AMRO Bank N.V.'s Annual Report 2017, ABN AMRO Bank N.V. prepared its consolidated financial statements for the year ending 31 December 2017 in accordance with IFRS standards as adopted by the EU Accounting year: Starting on 1 January, ending on 31 December Date of the last General Annual Meeting 2.14 Fiscal year: 29 May 2018 Starting on 1 January, ending on 31 December Auditors of the Issuer, who have audited the Issuer's annual accounts: Auditors Ernst & Young Accountants LLP, Antonio Vivaldistraat 150, 1083 HP Amsterdam, The Netherlands (Independent Auditor to the Issuer as per 1 January 2016) Represented by: W.J. Smit RA Auditors report Pages 295 until 301 of ABN AMRO Bank N.V.'s Annual Report 2016 Pages 289 until 296 of ABN AMRO Bank N.V.'s Annual Report 2017 Pages 370 until 376 of ABN AMRO Group N.V.'s Annual Report 2016 Pages 298 until 305 of ABN AMRO Group N.V.'s Annual Report Other short term programmes of the Issuer: EUR 25 billion ABN AMRO Bank N.V. Euro NEU CP Programme EUR 10 billion ABN AMRO Bank N.V. London CD Programme - 13-

17 2.17 Ratings of the Issuer: Optional Additional information on the Issuer: ABN AMRO Group N.V. is ABN AMRO Bank's sole shareholder. ABN AMRO Bank is the only direct subsidiary of ABN AMRO Group N.V. and ABN AMRO Group N.V. has no significant activities other than holding the shares in ABN AMRO Bank. On the date of this Information Memorandum, STAK AAG holds 50.1% of the shares in the issued capital of ABN AMRO Group N.V. The Dutch State (as defined below) holds an interest in ABN AMRO Group N.V. through NLFI. The "Dutch State" refers to the State of The Netherlands. On the date of this Information Memorandum, NLFI holds a stake of 56.3% in ABN AMRO Group N.V., of which 49.9% is directly held via ordinary shares and 6.4% is indirectly held via depository receipts. As such NLFI holds a total voting interest of 56.3% in ABN AMRO Group N.V. NLFI has waived, in its capacity of holder of depository receipts only, for as long as NLFI holds the depository receipts, any meeting and voting rights attached to the depository receipts other than the right to vote on the underlying shares of the depository receipts held by NLFI in the shareholders meeting of ABN AMRO Group N.V. in accordance with the general terms of administration (administratievoorwaarden) of STAK AAG. Material or principal decisions of NLFI require the prior approval of the Dutch Minister of Finance, who can also give binding voting instructions with respect to such decisions. NLFI is not permitted to dispose of or encumber the shares, except pursuant to an authorization from and on behalf of the Dutch Minister of Finance. NLFI entered into the Relationship Agreement with ABN AMRO Group N.V. with respect to their mutual relationship after the IPO. Upon the IPO, the Relationship Agreement replaced an earlier memorandum of understanding between NLFI and ABN AMRO Group N.V. The Relationship Agreement will terminate if and when NLFI (directly or indirectly) holds less than 10% of ABN AMRO Group N.V.'s issued share capital, except for a limited number of clauses, which will not terminate under any circumstances. On 17 November 2016 NLFI, on behalf of the Dutch State, agreed to sell additional depositary receipts representing shares in ABN AMRO Group N.V. Following the settlement, the stake of NLFI declined from 77% to 70%. Following the settlement, the STAK AAG held 30% of the shares. On 28 June 2017 NLFI, on behalf of the Dutch State, agreed to sell additional depositary receipts representing shares in ABN AMRO Group N.V. Following the settlement, the stake of NLFI declined from 70% to 63%. The STAK AAG subsequently holds 37% of the shares. On 15 September 2017 additional depositary receipts representing ordinary shares in ABN AMRO Group N.V. were sold. Following the settlement, the stake of the Dutch State further declined from 63% to 56%. On 21 December 2017 NLFI announced that it has transferred approximately 59.7 million ordinary shares in ABN AMRO Group N.V. to the STAK AAG in exchange for an equal amount of depositary receipts for ordinary shares in ABN AMRO. As a result of the transfer, NLFI continues to hold a stake of 56.3% in ABN AMRO Group N.V., of which 49.9% is directly held via ordinary shares and 6.4% indirectly via depository receipts. The remaining 43.7% is held by institutional and retail investors in the form of depository receipts. 1 Optional: information that the issuer may not provide because it is not required by French regulation

18 III. CERTIFICATION OF INFORMATION FOR THE ISSUER Article D , 4 of the French Monetary and Financial Code and subsequent amendments. 3.1 Person responsible for the Information Memorandum concerning the programme of NEU CP: Name: Title: Erik Bosmans Head of Group Treasury, ABN AMRO Bank N.V. 3.2 Declaration of the person responsible for the Information Memorandum concerning the programme of NEU CP: To our knowledge, the information contained in this Financial Documentation, including the French summary, conforms to reality and there is no information the omission of which would make such information misleading. 3.3 Date, Place of signature and Signature Executed in Amsterdam, on 8 August Name: Marco Evertsen Name: Danielle Boerendans Title: Manager Funding Title: Head of Long Term Funding and Capital Issuance - Treasury ABN AMRO Bank N.V. ABN AMRO Bank N.V

19 IV. INFORMATION CONCERNING THE ISSUER'S REQUEST OF THE STEP LABEL 4.1 An application for a STEP label for this Programme will be made to the STEP Secretariat in relation to the NEU CP eligible under the STEP Market Convention. Information as to whether the STEP label has been granted for this Programme in relation to such NEU CP may be made available on the STEP market website (initially This website is not sponsored by the Issuer and the Issuer is not responsible for its content or availability. Unless otherwise specified in this Information Memorandum, the expressions "STEP", "STEP Market Convention", "STEP label", "STEP Secretariat", and "STEP market website" shall have the meaning assigned to them in the Market Convention on Short-Term European Paper dated 19 May 2015 and adopted by the ACI The Financial Markets Association and the European Money Markets Institute (as amended from time to time)

20 Appendix I - Ratings of the Programme Standard & Poor's Ratings Services Moody's Investors Service Ltd. Fitch Ratings Ltd.

21 Appendix II - Documents available to the shareholders annual general meeting or the equivalent body 2 ABN AMRO Group N.V's Annual Report 2016 (including Consolidated and Statutory Financial Statements 2016) BN_AMRO_Group_Annual_Report_2016.pdf ABN AMRO Group N.V.'s Annual Report 2017 (including Consolidated and Statutory Financial Statements 2017) BN_AMRO_Group_Annual_Report_2017.pdf ABN AMRO Bank N.V's Annual Report 2016 (including Consolidated and Statutory Financial Statements 2016) BN_AMRO_Bank_NV_Annual_Report_2016.pdf ABN AMRO Bank N.V's Annual Report 2017 (including Consolidated and Statutory Financial Statements 2017) BN_AMRO_Bank_NV_Annual_Report_2017.pdf 2 Further to Article D of the French Monetary and Financial Code, financial information mentioned in Article D of the French Monetary and Financial Code should be made available to any person upon request

22 Appendix III - Amendment, if appropriate, under electronic and paper form (signed) None - 19-

23 FRENCH SECTION I. DESCRIPTION DU PROGRAMME D'EMISSION Articles D et D du Code monétaire et financier et Article 6 de l'arrêté du 30 mai 2016 et les réglementations postérieures. 1.1 Nom du Programme : ABN AMRO Bank N.V. NEU CP 1.2 Type de programme : Programme de NEU CP (les "NEU CP") de droit français, conformément aux articles L A à L et D A à D du Code monétaire et financier et à toutes les réglementations applicables (le "Programme"). 1.3 Nom de l'emetteur : ABN AMRO Bank N.V. 1.4 Type d'émetteur : Etablissement de Crédit 1.5 Objet du Programme : Afin de satisfaire aux besoins généraux de financement de ABN AMRO Bank N.V. (ci-après l'"emetteur") et de ses filiales, l'emetteur procèdera à l'émission périodique de NEU CP, conformément aux articles L A à L et D A à D du Code monétaire et financier et à toutes les réglementations applicables. 1.6 Plafond du Programme (encours maximal) : L'encours maximal émis aux termes du Programme s'élèvera à 25 milliards d'euros ou sa contrevaleur en toute autre devise autorisée par les dispositions législatives et réglementaires applicables en France à la date d'émission. 1.7 Forme des NEU CP : Les NEU CP émis au titre du programme sont des titres de créances négociables émis au porteur et sont inscrits en compte auprès d'intermédiaires autorisés (système de comptes courants de titres) conformément à la législation et à la réglementation françaises en vigueur. 1.8 Rémunération : La rémunération des NEU CP est libre. Cependant, si l'émetteur émet des NEU CP dont la rémunération est liée à un indice, ou à une clause d'indexation, l'émetteur n'émettra que des NEU CP dont la rémunération est liée à des indices usuels du marché monétaire, tels que et sans s'y limiter : EURIBOR, LIBOR ou EONIA. L'émetteur ne peut pas émettre de NEU CP avec paiements de capital qui peuvent potentiellement être variables. Dans le cas d'une émission de NEU CP comportant une option de remboursement anticipé, de prorogation ou de rachat, comme mentionné à la clause 1.10 ci-dessous, les conditions de rémunération des NEU CP seront fixées à l'occasion de l'émission initiale et ne pourront pas être modifiées ultérieurement, notamment à l'occasion de l'exercice de l'option de remboursement anticipé, de prorogation ou de rachat. 1.9 Devises d'émission : Les NEU CP seront émis en Euro ou dans toute autre devise autorisée par la législation française en vigueur au moment de l'émission conformément à l'article D du Code monétaire et financier