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Ameriprise Financial, Inc. (AMP)

April 24, 2013 12:00 pm ET


James M. Cracchiolo - Chairman, Chief Executive Officer and Chairman of Executive Committee

Thomas R. Moore - Former Chief Governance Officer, Vice President and Corporate Secretary


James M. Cracchiolo

Good morning. Thank you for joining us today, and welcome to our 2013 Annual Shareholders Meeting. I'm Jim Cracchiolo, Chairman and Chief Executive Officer of Ameriprise Financial. Tom Moore, our Corporate Secretary and Chief Governance Officer, is with me to conduct our meeting today.

Let's get started, Tom.

Thomas R. Moore

Thank you, Jim. The Board of Directors has appointed the Carideo Group, Inc. as inspector of elections for this meeting. Ms. Janice Streimann [ph], the representative of the Carideo Group, has subscribed her oath of office and filed it with me. The Board of Directors has fixed February 28, 2013, as the record date for determining the shareholders entitled to notice of and to vote at this annual meeting.

Mr. Chairman, I present the following documents: a certified list of the holders of the common stock of the company as of the close of the record date of February 28, 2013. This list has been prepared by Computershare Trust Company, National Association, the company's stock transfer agent and registrar; an affidavit of Ms. Sally Lent [ph], an employee of Broadridge Financial Solutions, as to the distribution beginning on March 13, 2013, to our shareholders of record as of February 28, 2013, of a notice regarding the availability of proxy materials for the shareholder meeting to be held on April 24, 2013, or paper copies of the proxy materials.

The notice informed our registered shareholders of the availability online of the notice of meeting, the proxy statement for this meeting and the 2012 Annual Report to Shareholders. Shareholders were also informed how to obtain these proxy materials in paper form or by e-mail at no charge. The notice disclosed the date, time and location of this meeting, as well as the items to be voted on. Copies of the proxy materials have been posted on the Internet and provided in paper form to those shareholders who requested them.

I will file these materials with the minutes of this meeting. Jim?

James M. Cracchiolo

The inspector of elections has reported the existence of a quorum, so we'll proceed with the business of this meeting. I now call the meeting to order.

Let me begin first by, please, helping me introduce my colleagues on the Board of Directors who are here with us today. We could not be a strong company without their committed and steady stewardship. I ask you to please hold your applause until after I've requested all the directors to stand. Please remain standing until I've introduced all of you. Siri S. Marshall, Lon R. Greenberg, Warren D. Knowlton, W. Walker Lewis, Jeffrey Noddle, H. Jay Sarles, Robert F. Sharpe, Jr., William H. Turner. In recognition of their efforts, on behalf of Ameriprise and our shareholders, please join me in giving our board a warm and welcome deserved round of applause.

Thank you. Next, I would ask the members of the executive leadership team of Ameriprise Financial to please stand. The board and I rely upon your expertise, your unique experience and passionate leadership. Please join the board and me in giving my ELT colleagues a round of applause for their many contributions to our success.

I'll now turn it back to Tom for the statement of order of business and the opening of the polls. It's all yours, Tom.

Thomas R. Moore

Thank you, Jim. To ensure the orderly conduct of the business of this meeting, the Board of Directors has adopted the order of business set forth in the agenda provided to each person as he or she entered. Accompanying the agenda are the meeting procedures approved by the Board of Directors. We ask that, in fairness to all shareholders attending this meeting, you please honor these rules.

The 4 items of business to be presented at today's meeting are as follows: first, the election of 9 directors to serve until the company's 2014 annual meeting or until their successors are elected and qualified; second, a nonbinding advisory vote to approve the compensation of the named executive officers; third, the ratification of the audit committee's selection of PricewaterhouseCoopers as the company's independent auditors for the fiscal year ending December 31, 2013; finally, a shareholder proposal relating to supermajority voting rights.

The company has not received from any of its shareholders, as required under its bylaws, of any other matter to be considered at today's meeting, and therefore, no other proposal or nomination may be properly introduced by shareholders.

On behalf of the Chairman, I now declare the polls open for voting at this annual meeting. If you wish to vote at the meeting and have not yet done so, you may deliver your ballot to the inspector of elections. Inspector, please stand in order to identify yourself. If you need a ballot, the inspector can give you one. The polls will remain open until immediately after any discussion of today's proposals.

To promote the efficient conduct of the meeting, the Chairman has waived the formalities of requesting motions and seconds from the audience and has declared the order of business as stated in the agenda to be accepted by those present in the meeting room. Each of the following proposals is described in the company's proxy statement dated March 8, 2013. The first 3 proposals are presented at this meeting by the Board of Directors. The fourth proposal relating to supermajority voting rights has been submitted by Mr. John Chevedden, acting as the representative of Mr. Kenneth Steiner, one of our shareholders.

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