12 Shareholders’ equity (parent)
Shareholders' equity (parent)
| 2007 | 2006 | 2005 | |
|---|---|---|---|
| Share capital | 534 | 530 | 530 |
| Share premium | 8,739 | 8,348 | 8,343 |
| Revaluation reserve | 4,937 | 9,453 | 11,206 |
| Currency translation reserve | –1,354 | –473 | 668 |
| Other reserves | 24,352 | 20,408 | 15,989 |
| Shareholders’ equity (parent) | 37,208 | 38,266 | 36,736 |
The Revaluation reserve, Share of associates reserve (included in Other reserves) and Currency translation reserve cannot be freely distributed.
As at 31 December 2007 Other reserves included an amount of EUR 566 million (2006: EUR 566 million; 2005: EUR 583 million) related to Regio Bank NV (formerly Stichting Regio Bank) that cannot be freely distributed.
Share capital
| Ordinary shares (per value EUR 0.24) | ||||||
|---|---|---|---|---|---|---|
| Number X1,000 | Amount | |||||
| 2007 | 2006 | 2005 | 2007 | 2006 | 2005 | |
| Authorised share capital | 3,000,000 | 3,000,000 | 3,000,000 | 720 | 720 | 720 |
| Unissued share capital | 773,555 | 794,907 | 795,066 | 186 | 190 | 190 |
| Issued share capital | 2,226,445 | 2,205,093 | 2,204,934 | 534 | 530 | 530 |
Changes in issued share capital
| Ordinary shares (per value EUR 0.24) | ||
|---|---|---|
| Number X 1,000 | Amount | |
| Issued share capital as at 1 January 2005 | 2,204,720 | 530 |
| Issue of shares | 214 | |
| Issued share capital as at 31 December 2005 | 2,204,934 | 530 |
| Issue of shares | 96 | |
| Exercise of B warrants and options | 63 | |
| Issued share capital as at 31 December 2006 | 2,205,093 | 530 |
| Issue of shares | 5,569 | 1 |
| Exercise of B warrants and options | 15,783 | 3 |
| Issued share capital as at 31 December 2007 | 2,226,445 | 534 |
In May 2007, ING announced a plan to adopt a buy-back programme under which it plans to purchase (depository receipts for) ordinary shares with a total value of EUR 5 billion over a period of 12 months, beginning in June 2007. During 2007 the total number of (depository receipts for) ordinary shares repurchased under this programme is 90.7 million at an average price of EUR 30.49, and a total consideration of EUR 2.8 billion. This represents completion of approximately 56% of the repurchase programme. Shares bought back are included in the table 'Changes in treasury shares'.
Ordinary shares
All shares are in registered form. No share certificates have been issued. Shares may be transferred by means of a deed of transfer, subject to the approval of the Executive Board of ING Group. The par value of ordinary shares is EUR 0.24. The authorised ordinary share capital of ING Group consists of 3,000 million shares, of which as at 31 December 2007 2,226 million have been issued and fully paid.
Depository receipts for ordinary shares and preference shares
More than 99% of the ordinary shares and preference shares issued by ING Groep N.V. are held by the Stichting ING Aandelen (Trust Office ING Shares). In exchange for these shares, the Trust Office has issued depository receipts in bearer form for ordinary shares and for preference shares, respectively. The depository receipts are listed on various stock exchanges. Depository receipts can be exchanged for (non-listed) shares of the relevant category without any restriction.
The holder of a depository receipt is entitled to receive from the Trust Office payment of dividends and distributions corresponding with the dividends and distributions received by the Trust Office on a share of the relevant category.
In addition, the holder of a depository receipt is entitled to attend and to speak at the General Meeting of Shareholders of ING Groep N.V. either in person or by proxy. A holder of a depository receipt, who thus attends the General Meeting of Shareholders, is entitled to vote as a proxy of the Trust Office but entirely at his own discretion for a number of shares equal to the number of his depository receipts of the relevant category.
A holder of depository receipts who does not attend the General Meeting of Shareholders in person or by proxy is entitled to give a binding voting instruction to the Trust Office for a number of shares equal to the number of his depository receipts of the relevant category.
Concentration of holders of depository receipts for shares
As at 31 December 2007, AllianceBernstein Corporation had an interest in depository receipts (for ordinary shares of ING Groep N.V.) of between 5% and 10%.
Depository receipts for ordinary shares held by ING Group
As at 31 December 2007, 126.8 million (2006: 53.8 million; 2005: 38.7 million) of depository receipts for ordinary shares of ING Groep N.V. with a par value of EUR 0.24 was held by ING Group or its subsidiaries. These were purchased as part of the buy-back plan announced in 2007 and to hedge option rights granted to the Executive Board members and other employees.
Dividend restrictions
ING Groep N.V. and its Dutch group companies are subject to legal restrictions regarding the amount of dividends they can pay to their shareholders. The Dutch Civil Code contains the restriction that dividends can only be paid up to an amount equal to the excess of the company’s own funds over the sum of the paid-up capital, and reserves required by law. Additionally, certain group companies are subject to restrictions on the amount of funds they may transfer in the form of dividends or otherwise to the parent company.
Furthermore, in addition to the restrictions in respect of minimum capital requirements that are imposed by industry regulators in the countries in which the subsidiaries operate, other limitations exist in certain countries.
B warrants
In 1998, ING Groep N.V. authorised the issue of a maximum of 17,317,132 B warrants, of which 17,220,200 have been issued. As at 31 December 2007, 9,266,097 B warrants were outstanding (2006: 17,157,891; 2005: 17,189,554). B warrant holders are entitled to obtain from ING Groep N.V., for a fixed price, depository receipts for ordinary shares in the proportion of 1 B warrant to 2 depository receipts. B warrant holders may exercise their rights at their own discretion but no later than 5 January 2008. As at 31 December 2007, 601,356 B warrants (2006: nil; 2005: nil) were held by group companies of ING Group.
The closing date for exercising warrants B was 5 January 2008. The exercise price of warrants B was EUR 49.92 for 2 depository receipts.
Changes in revaluation reserve
| 2007 | Property revaluation reserve | Available-for- sale reserve |
Cash flow hedge reserve |
Total |
|---|---|---|---|---|
| Opening balance | 468 | 7,629 | 1,356 | 9,453 |
| Unrealised revaluations after taxation | –29 | –1,508 | –1,537 | |
| Realised gains/losses transferred to profit and loss | –3,186 | –3,186 | ||
| Changes in cash flow hedge reserve | –925 | –925 | ||
| Transfer to insurance liabilities/DAC | 1,132 | 1,132 | ||
| Closing balance | 439 | 4,067 | 431 | 4,937 |
Changes in revaluation reserve
| 2006 | Property revaluation reserve | Available-for- sale reserve |
Cash flow hedge reserve |
Total |
|---|---|---|---|---|
| Opening balance | 460 | 8,700 | 2,046 | 11,206 |
| Unrealised revaluations after taxation | 8 | –1,087 | –1,079 | |
| Realised gains/losses transferred to profit and loss | –804 | –804 | ||
| Changes in cash flow hedge reserve | –690 | –690 | ||
| Transfer to insurance liabilities/DAC | 820 | 820 | ||
| Closing balance | 468 | 7,629 | 1,356 | 9,453 |
Changes in revaluation reserve
| 2005 | Property revaluation reserve | Available-for- sale reserve |
Cash flow hedge reserve |
Total |
|---|---|---|---|---|
| Opening balance | 382 | 875 | 1,257 | |
| Implementation IAS 32/39 and IFRS 4 | 6,256 | 1,282 | 7,538 | |
| Unrealised revaluations after taxation | 53 | 2,095 | 2,148 | |
| Realised gains/losses transferred to profit and loss | –663 | –663 | ||
| Changes in cash flow hedge reserve | 764 | 764 | ||
| Transfer to insurance liabilities/DAC | –89 | –89 | ||
| Other revaluations | 25 | 226 | 251 | |
| Closing balance | 460 | 8,700 | 2,046 | 11,206 |
Changes in currency translation reserve
| 2007 | 2006 | 2005 | |
|---|---|---|---|
| Opening balance | –473 | 668 | –184 |
| Implementation IAS 32/39 and IFRS 4 | –556 | ||
| Unrealised revaluations after taxation | 500 | 194 | 489 |
| Realised gains/losses transferred to profit and loss | –228 | ||
| Exchange rate differences | –1,153 | –1,335 | 919 |
| Closing balance | –1,354 | –473 | 668 |
Changes in other reserves
| 2007 | Retained earnings | Share of associates reserve | Treasury shares | Other reserves | Total |
|---|---|---|---|---|---|
| Opening balance | 20,700 | 1,181 | –1,436 | –37 | 20,408 |
| Profit for the year | 8,894 | 347 | 9,241 | ||
| Unrealised revaluations after taxation | –98 | –98 | |||
| Changes in treasury shares | –2,304 | –2,304 | |||
| Dividend | –2,826 | –173 | –2,999 | ||
| Employee stock options and share plans | 104 | 104 | |||
| Other | 153 | –153 | |||
| Closing balance | 27,025 | 1,202 | –3,740 | –135 | 24,352 |
Changes in other reserves
| 2006 | Retained earnings | Share of associates reserve | Treasury shares | Other reserves | Total |
|---|---|---|---|---|---|
| Opening balance | 16,262 | 608 | –868 | –13 | 15,989 |
| Profit for the year | 6,972 | 720 | 7,692 | ||
| Unrealised revaluations after taxation | –124 | –124 | |||
| Changes in treasury shares | –520 | –520 | |||
| Dividend | –2,534 | –147 | –2,681 | ||
| Other | –48 | 100 | 52 | ||
| Closing balance | 20,700 | 1,181 | –1,436 | –37 | 20,408 |
Changes in other reserves
| 2005 | Retained earnings | Share of associates reserve | Treasury shares | Other reserves | Total |
|---|---|---|---|---|---|
| Opening balance | 13,792 | 608 | –563 | 13,837 | |
| Implementation IAS 32/39 and IFRS 4 | –2,584 | –2,584 | |||
| Profit for the year | 7,210 | 7,210 | |||
| Changes in treasury shares | –305 | –305 | |||
| Dividend | –2,461 | –2,461 | |||
| Other | 305 | –13 | 292 | ||
| Closing balance | 16,262 | 608 | –868 | –13 | 15,989 |
Changes in treasury shares
| 2007 | 2006 | 2005 | 2007 | 2006 | 2005 | |
|---|---|---|---|---|---|---|
| Opening balance | 1,436 | 868 | 563 | 53,859,235 | 38,722,934 | 29,787,165 |
| Purchased | 2,505 | 1,030 | 381 | 79,652,109 | 30,858,427 | 13,013,029 |
| Share based payments | –201 | –462 | –76 | –6,751,515 | –15,722,126 | –3,203,303 |
| Other | –873,957 | |||||
| Closing balance | 3,740 | 1,436 | 868 | 126,759,829 | 53,859,235 | 38,722,934 |
Preference shares are presented in the balance sheet under liabilities. See Note 13 ‘Preference shares’.
