Annual General Meeting of ING Groep N.V. on Tuesday, April 28, 2020 at 2 pm (CET)
To the holders of American depositary shares of ING Groep N.V.
Update – 31-03-2020
In response to the global spread of the coronavirus and in view of the upcoming Annual General Meeting (AGM), ING is doing everything it can to keep its shareholders, employees and other stakeholders healthy and safe. We are therefore taking precautionary measures to limit the risk of infection for all involved. This includes avoiding unnecessary travel and large gatherings. This approach will also be applied to the AGM.
In light of the current situation we would like to urge you to use our existing procedure to exercise your voting right through an electronic or written proxy and not to attend in-person. You are kindly referred to the section ‘Attending the meeting and exercising your right to vote’ below and the Agenda for more details on how to exercise your voting right. ING will also provide the opportunity to follow the meeting via a webcast.
ING is doing everything it can to keep its shareholders, employees and other stakeholders healthy and safe. Shareholders who still wish to attend the meeting in person do so at their own health risk and are responsible for maintaining mandatory social distancing at all times. People not adhering to the social distancing recommendation or showing signs of illness will not be admitted.
Please note that in the current circumstances only a limited number of shareholders are permitted to attend the meeting. The shareholders who have registered and who will be allowed to attend will be informed accordingly.
In order to further mitigate potential health risks, the Executive Board has decided to forego the tradition of offering food and drinks before and after the meeting this year.
As previously announced, we are closely monitoring all developments and instructions relating to the coronavirus and the fight against it. We are also adhering to the additional and stricter regulations imposed by the government in terms of events and meeting. At present, we are therefore not ruling out a change in the current format of the Annual General Meeting. We will announce any changes on this website and therefore advise you to check the website regularly for any updates.
ING on dividends in the context of the coronavirus pandemic
On 30 March 2020 ING provided an update on dividends in the context of the coronavirus pandemic.
ING announced that it will follow the recommendations made by the European Central Bank to European banks on 27 March 2020 regarding dividend distributions. ING is well capitalised, above regulatory requirements, but in line with the ECB’s recommendations, it will suspend any payment of dividends on its ordinary shares until at least 1 October 2020. At the AGM scheduled for 28 April 2020, the proposal to pay a final 2019 dividend (agenda item 3B) will not be put to a vote and will be removed from the agenda. In addition, ING does not expect to make an interim dividend payment from 2020 earnings and will review any further dividend announcements after 1 October 2020.
For more information, please see the relevant press release.
Meeting date and venue
ING’s Annual General Meeting (AGM) will be held on Tuesday, April 28, 2020 at 2 pm (CET) in the ‘Muziekgebouw aan ‘t IJ’, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands.
Available meeting documents
- Agenda (US), Explanatory notes to the Agenda (US), including the announcements that are required by virtue of law and the Articles of Association of ING Groep N.V.
- The 2019 Annual Report, including the Annual Accounts, the reports of the Executive Board and the Supervisory Board, the Remuneration Report and other information.
- The proposed Remuneration policies of the Executive Board and Supervisory Board.
- The proposal to amend the Articles of Association, including the verbatim text and explanation.
Attending the meeting and exercising voting rights
Only holders of American depositary shares (ADS) who were ADS holders on the US Record date, Friday, March 27, 2020, are eligible to attend the meeting and to exercise voting rights (via JPMorgan).
Any ADS holder who wishes to attend the meeting in the Netherlands should contact the JPMorgan Service Centre on +1 800 990 1135 (from the US) or +1 651 453 2128 (from outside the US) no later than Friday, April 17, 2020, 12 pm (EST). An ADS holder will be entitled to attend the meeting if that person held ADSs on the US Record date Friday, March 27, 2020).
Number of issued shares and voting rights
The total number of issued shares at the record date (end of day), Tuesday, March 31, 2020, amounts to 3,900,494,550 shares. Considering the number of shares held by ING Groep N.V. and its subsidiaries together 1,315,663, the total number of shares with voting rights is 3,899,178,887.
Registered ADS holders as of Friday, March 27, 2020, are asked to complete and return the distributed proxy card to the depositary by the time and date stated on it. A pre-paid envelope is supplied for this purpose.
ADS holders are requested to contact the JPMorgan Service Centre at +1 800 990 1135 (from the US) or +1 651 453 2128 (from outside the US) for further assistance.
Those ADS holders not holding via JPMorgan in nominee form are asked to contact their Custodian Bank or Broker to exercise their voting rights.
The 2020 Annual General Meeting will be broadcast on Tuesday, April 28, 2020 via on-demand webcast.
Click here for directions to the ‘Muziekgebouw aan ‘t IJ’ in Amsterdam, the Netherlands.
Do you have any questions?
ADS holders who have questions can submit these by clicking here.