Voting on shares and depositary receipts
Voting rights on shares
Each share entitles the holder to cast a vote at the General Meeting of Shareholders. By Dutch law, voting rights are proportional to the nominal value of the shares. This means that by law, each ordinary share (and, when issued, each preference B share), having a nominal value of EUR 0.24, gives the right to one vote, while each preference A share (and, when issued, each cumulative preference share), having a nominal value of EUR 1.20, gives the right to five votes. On the other hand, the Tabaksblat Code (section IV.1.4) seems to imply that, if such shares are issued, the voting rights on preference shares issued for financing purposes should be proportional to their stock price.
At 31 December 2007, the market prices for the ordinary shares and the preference A shares were EUR 26.75 and EUR 2.94, respectively. Following the elimination of the A preference shares intended by ING Group, section IV.1.4. of the Tabaksblat Code will be applied. Pursuant to the Articles of Association, no restrictions with respect to voting rights on any class of shares of ING Group exist. ING Group is not aware of any contract under which voting rights on any class of its shares is restricted.
Voting on depositary receipts
Although the depositary receipts do not formally have any voting rights, holders of depositary receipts, in practice, rank equally with shareholders with regard to voting. The Trust Office will, subject to certain restrictions, grant a proxy to a holder of depositary receipts for ordinary shares or preference shares, respectively, to the effect that such holder may, in the name of the Trust Office, exercise the voting rights attached to the number of its shares of the relevant category that corresponds to the number of depositary receipts of the relevant category held by such holder of depositary receipts. Holders of depositary receipts may vote as they see fit. Holders of depositary receipts not attending a meeting can also issue binding voting instructions to the Trust Office. The Trust Office has made it easier for votes to be cast in this way by putting arrangements in place for proxy voting and E-voting. The restrictions under which the Trust Office will grant a voting proxy to holders of bearer receipts are:
- the relevant holder of depositary receipts must have announced his or her intention to attend the General Meeting of Shareholders observing the provisions laid down in the Articles of Association of ING Group;
- the relevant holder of depositary receipts may delegate the powers conferred upon him by means of the voting proxy, provided that the relevant holder of depositary receipts has announced his intention to do so to the Trust Office observing a term before the commencement of the General Meeting of Shareholders, which term will be determined by the Trust Office.
The Trust Office has discretion to vote in respect of shares for which it has not issued proxy votes to holders of depositary receipts and has not received any voting instructions. Under the Conditions of Trust the Trust Office is required to promote the interests of all holders of depositary receipts, irrespective of whether they attend the General Meeting of Shareholders, also taking into account the interests of ING Group, the businesses of ING Group and its group companies and all other ING Group stakeholders in voting such shares, so as to ensure that all these interests are given as much consideration and protection as possible.
The depositary receipts and the Trust Office structure outlined above would prevent a small minority of shareholders, which coincidentally may form the majority in the meeting, from taking decisions purely to suit themselves in the absence of other parties at the General Meeting of Shareholders.
Intention to abolish ING Trust Office
It is the intention of the Executive Board and the Supervisory Board to abolish the Trust Office and depositary receipts once the number of votes on ordinary shares and depositary receipts of ordinary shares, including proxies and excluding the votes which are at the discretion of the Trust Office at a General Meeting of Shareholders is at least 35% of the total votes that may be cast for three consecutive years. In 2005, 26% of total votes were cast, which increased to 28% in 2006 and to 36.7% in 2007. The Executive Board is committed to achieving the 35% requirement and will encourage depositary receipt holders, particularly institutional investors, to participate in voting at the General Meeting of Shareholders.
Special rights of control
No special rights of control referred to in article 10 of the EU Directive on takeover bids are attached to any share.
Proposals by shareholders/holders of depositary receipts
In view of the size and market value of ING Group, proposals to put items on the agenda for a General Meeting of Shareholders can be made by shareholders and holders of depositary receipts representing a joint total of 0.1% of the share capital or representing together, on the basis of the stock prices on the Euronext Amsterdam by NYSE Euronext, a share value of at least EUR 50 million. Given the period of notice required for proxy voting, proposals have to be submitted in writing at least 50 days before the date of the meeting. Properly submitted proposals will be included on the agenda for the General Meeting of Shareholders.
