Capital and shares
Capital structure, shares
The authorised capital of ING Group consists of ordinary shares, preference A shares, five series of preference B shares and cumulative preference shares. When we refer to shares, we mean both our ordinary shares and our preference shares, unless otherwise specified. Currently, only ordinary and preference A shares are issued, while a right to acquire cumulative preference shares has been granted to the ING Continuity Foundation (see page 73). Of the issued share capital 97% consists of ordinary shares and 3% of preference A shares. The purpose of the cumulative preference shares is to protect the independence, the continuity and the identity of ING Group against influences which are contrary to the interests of ING Group, its enterprise and the enterprises of its subsidiaries and all stakeholders (including hostile takeovers). The ordinary shares and the preference shares are used solely for funding purposes. The shares, which are all registered shares, are not listed on a stock exchange.
Depositary receipts
Over 99% of the issued ordinary and preference A shares are held by the Trust Office. The Trust Office issues bearer depositary receipts in exchange for these shares. The depositary receipts are listed (see page 8 for an overview of the listings). The depositary receipts can be exchanged, without any restrictions, for the underlying shares. An administrative fee may be charged for this.
The board of the Trust Office comprises six members who are independent of ING Group. No ING Group employees or Supervisory Board members are on the board of the Trust Office. The board of the Trust Office appoints its own members, without any requirement for approval by ING Group.
The board of the Trust Office reports on its activities through an annual report, which has been included in this annual report.
Issue of shares
ING Group’s authorised capital is the maximum amount of capital allowed to be issued under the terms of its Articles of Association. New shares in excess of this amount can only be issued if the Articles are amended. An amendment has to be passed by notarial deed, and this in turn requires a declaration of no objection to be issued by the Minister of Justice. For reasons of flexibility, the authorised capital in the Articles of Association of ING Group has been set at the highest level permitted by law.
Share issues are to be decided by the General Meeting of Shareholders, which may also delegate its authority. Each year, the General Meeting of Shareholders is asked to delegate authority to the Executive Board to issue new ordinary shares or to grant rights to take up new ordinary shares, both with and without a right of first refusal for existing shareholders. The powers delegated to the Executive Board are limited:
- in time: powers are delegated for a period of 18 months;
- by number: ordinary shares may be issued up to a maximum of 10% of the issued capital, or 20% in the event of a merger or takeover;
- in terms of control: resolutions by the Executive Board to issue shares require the approval of the Supervisory Board.
Approval by the General Meeting of Shareholders would be required for any share issues exceeding these limits.
Transfer of shares and depositary receipts and transfer restrictions
Shares are transferred by means of a deed of transfer between the transferor and the transferee. To become effective, ING Group has to acknowledge the transfer, unless ING Group itself is a party to the transfer. Pursuant to the Articles of Association, there are no restrictions for the transfer of ordinary shares, preference A shares and preference B shares, whereas transfer of cumulative preference shares is subject to prior approval of the Executive Board.
There are no restrictions for the transfer of depositary receipts pursuant to the Articles of Association or the conditions of administration.
ING Group is not aware of the existence of any agreement under which transfer of ordinary shares or preference A shares, or depositary receipts for such shares is restricted.
Repurchase of shares
ING Group may repurchase shares outstanding and depositary receipts for such shares. Although the power to repurchase shares and depositary receipts is vested in the Executive Board subject to Supervisory Board approval, prior authorisation from the General Meeting of Shareholders is required for these repurchases. Under Dutch law, this authorisation lapses after 18 months. Each year, the General Meeting of Shareholders is asked to approve the Executive Board’s authority to repurchase shares. When repurchasing shares the Executive Board is to observe the price ranges prescribed in the authorisation:
- for the ordinary shares not lower than one eurocent and not higher than the highest stock price on the Euronext Amsterdam by NYSE Euronext on the date of the repurchase contract or the preceding day on which this stock market is open;
- for the preference A shares not less than one eurocent and not higher than 130% of the amount, including share premium, that is paid on such a share, or 130% of the highest stock price on the Euronext Amsterdam by NYSE Euronext either on the date on which an offer for the preference A shares is made or on the date of the purchase contract or the preceding day on which this stock market is open.
Shareholders’ structure
Details of investors who have reported their interest in ING Group pursuant to the Dutch Financial Supervision Act (or the predecessor of this legislation) are shown on page 9. ING Group is not aware of investors with an interest of 10% or more in ING Group.
