Report of ING Trust Office
The following report is issued in compliance with article 15 of the Conditions of Trust for registered shares in ING Groep N.V.
Pursuant to its Constitution, the object of Stichting ING Aandelen (the Trust Office) is:
- to foster the interests of the holders of depositary receipts for shares in the capital of ING Groep N.V. (the company), while having regard for the interests of (i) the company itself, (ii) the enterprises carried on by the company and companies associated with it in a group and (iii) all other stakeholders in the company, such that all those interests are balanced and safeguarded as effectively as possible;
- to acquire and administer registered ordinary and preference shares for which bearer depositary receipts have been issued;
- to foster the exchange of information between the company on the one hand and the depositary-receipt holders and shareholders in the company on the other;
- to promote and organise the solicitation of proxies of shareholders other than the Trust Office itself and of specific proxies and/or voting instructions of depositary-receipt holders.
During the 2007 reporting year the Board held three meetings.
On 4 April 2007 the Board held a meeting to discuss the 2006 annual report and to prepare the annual General Meeting of Shareholders on 24 April 2007. Prior to this Board meeting the Executive Board and Supervisory Board of the company discussed with the Trust Office the company’s activities and performance over 2006 on the basis of the press release of 15 February 2007 on the 2006 figures.
On 24 April 2007 the Board convened before the annual General Meeting of Shareholders to discuss the proxy voting results and to decide on the initial position of the Board vis-à-vis the items on the agenda.
The last meeting was on 3 December 2007. In this meeting attention was paid again to the composition of the Board, a decision was taken to change the Trust Conditions and recent developments in the area of corporate governance were discussed. The amendments of the Trust Conditions were made in connection with the Act of 20 October 2006 to amend Book 2 of the Civil Code in order to promote the use of electronic means of communication in connection with decision-making in legal entities.
Prior to its meeting on 3 December 2007 the Executive Board and Supervisory Board of the company discussed with the Trust Office the company’s activities and performance over the first nine months of 2007 as published on 7 November 2007.
The Trust Office organises the solicitation of proxies of shareholders other than the Trust Office itself and of specific proxies and/or voting instructions of depositary-receipt holders. The Board encourages the greatest possible participation of depositary-receipt holders and shareholders.
Holders of depositary receipts in the Netherlands, the United Kingdom and the United States are able to vote by proxy. For the 2007 annual General Meeting of Shareholders votes were cast for 36.7% of the total number of outstanding ordinary shares and depositary receipts (excluding the voting rights on preference shares). The Board voted for the remaining depositary receipts.
The Trust Office takes the position that abandoning depositary receipts will be considered when the turnout at the shareholders’ meeting reaches a level of at least 35% of the votes that can be cast on ordinary shares (excluding the multiple voting rights of preference shares) during three consecutive years. This level was reached for the first time in 2007.
According to its by-laws the Trust Office has to vote in the interest of all depositary-receipt holders, including the majority of depositary-receipt holders that has not given voting instructions, while taking into account the interests of ING and other stakeholders.
By doing so the Trust Office promotes the execution of voting rights in a transparent way and prevents at the same time that a minority of shareholders could use a chance majority of votes to the disadvantage of those investors not present or not represented. The Board, as is customary, attended the annual General Meeting of Shareholders and answered various questions. The Trust Office voted in favour of all agenda items for the shares for which it had received no voting instructions.
On 31 December 2007 the nominal value of administered ordinary shares amounted to EUR 534,183,417.12 for which 2,225,764,238 depositary receipts of EUR 0.24 each were issued. During the reporting year, the net number of depositary receipts issued for ordinary shares ran to 21,363,919.
On 31 December 2007, preference A shares representing a nominal amount of EUR 19,212,562.80 were entered into the administration, for which 16,010,469 depositary receipts with a nominal value of EUR 1.20 were issued. During the reporting year the preference A shares initially held by Fortis and ABN AMRO were bought and partially withdrawn. The remainder of the preference A shares currently held by the company will be withdrawn in 2008.
Carel van den Driest has been appointed to the Board from 4 April 2007 and Herman Hazewinkel from 3 December 2007. Jan Veraart and Paul Frentrop were reappointed as Board members from 13 May 2007 and 1 July 2007 respectively. In accordance with the provisions of article 7, section 8 of the Constitution, the Trust Office disclosed the proposed (re)appointments by publication in NRC Handelsblad and the Officiële Prijscourant (AEX Official List).
The Board of the Trust Office currently consists of:
Jan Veraart, former chairman of the Executive Board of HBG, several supervisory directorships and additional offices;
Huib Blaisse lawyer and partner at Blaisse; Paul Frentrop, head Corporate Governance APG Vermogens-beheer;
Carel van den Driest, former chairman Executive Board of Koninklijke Vopak N.V, several supervisory directorships and additional offices;
Herman Hazewinkel, chairman of the Executive Board of Koninklijke Volker Wessels Stevin N.V. and several supervisory directorships and additional offices.
A profile and an overview of additional relevant offices held by Board members can be found on the website of the Trust Office: www.ingtrustoffice.com.
The annual remuneration is EUR 25,000 for the chairman and EUR 20,000 for other members.
The costs of proxy voting amounted to EUR 65,153.75.
The Trust Office may consult depositary-receipt holders in a separate meeting. This possibility was not made use of. Holders of depositary receipts are invited to attend the annual General Meeting of Shareholders and look after their own interests.
The activities involved in the administration of shares are performed by Algemeen Administratie- en Trustkantoor B.V., Amsterdam.
The contact details of Stichting ING Aandelen (the Trust Office) are:
Coco C.M. van Hulten
Telephone + 31 20 5418864
Email: coco.van.hulten@ing.com
AMSTERDAM, 17 MARCH 2008
BOARD OF STICHTING ING AANDELEN
