The authorised share capital of ING Groep N.V. (ING Group) consists of ordinary shares and cumulative preference shares. Currently, only ordinary shares are issued, while a right to acquire cumulative preference shares has been granted to Stichting Continuïteit ING (ING Continuity Foundation). The shares, which are all registered shares, are not listed on a stock exchange.

Over 99% of the issued ordinary shares are held by Stichting ING Aandelen (ING Trust Office). ING Trust Office issues bearer depositary receipts in exchange for these shares. The depositary receipts for ordinary shares are listed on certain stock exchanges. The depositary receipts can be exchanged for the underlying shares.

The depositary receipts do not formally have any voting rights, but in practice holders of depositary receipts rank equally with shareholders with regard to voting. ING Trust Office will, subject to certain restrictions, grant a proxy to a holder of depositary receipts to the effect that such holder may, in the name of ING Trust Office, exercise the voting rights attached to the number of its shares that correspond to the number of depositary receipts held by such holder of depositary receipts. Holders of depositary receipts may vote as they see fit.