Annual General Meeting of ING Groep N.V. on Tuesday, 28 April 2020 at 2 pm

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To the shareholders of ING Groep N.V.

Update – 31-03-2020

Coronavirus

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

The annual General Meeting (AGM) of ING Groep N.V. will be held on Tuesday, 28 April 2020 at 2 pm in the Muziekgebouw aan ‘t IJ, Piet Heinkade 1, 1019 BR Amsterdam, the Netherlands.

Availability of meeting documents

  • Agenda (NL/EN), Explanatory notes to the Agenda (NL/EN), 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 (NL/EN), including the verbatim text and explanation.

Attending the meeting and exercising your right to vote

To attend the meeting, you are required to register not later than Tuesday, 21 April 2020. Shareholders can register for the meeting online via the EVO platform (electronic voting platform). This platform is available from Tuesday, 31 March 2020 after 6 pm CET until 5:30 pm CET on Tuesday, 21 April 2020. In addition, shareholders can register in writing with ING Bank Issuer Services, location TRC 02.039, Antwoordnummer 9141, 1000 WT Amsterdam, the Netherlands, email: iss.pas@ing.com. Shareholders can register in writing only (see above address).

If you are unable to attend the meeting on Tuesday, 28 April 2020, but would nevertheless like to participate in the decision-making, you can arrange to be represented by a proxy. You can also cast your vote online prior to the meeting using the EVO platform from Tuesday, 31 March 2020 after 6 pm CET until 5:30 pm CET on Tuesday, 21 April 2020. In addition, you can use the voting form (NL/EN), which you can download and send to ING Bank N.V. The voting form should reach ING Bank N.V. not later than Tuesday, 21 April 2020. You can find the postal address on the form. For questions, you can e-mail: iss.pas@ing.com. You can also follow the annual meeting live on this website on Tuesday, 28 April 2020.

You can attend the meeting and exercise your voting right only if you have been registered as a shareholder by an intermediary as defined in the Securities Giro Act (Wet giraal effectenverkeer) on the Record date (Tuesday, 31 March 2020), or if you are entered in the shareholders’ register.

Number of issued shares and voting rights

The total number of issued shares at the record date (end of day), Tuesday, 31 March 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.

EVO platform

ING wishes to encourage the participation of its shareholders. In this context, ING makes use of the EVO platform. The EVO platform makes it easier for shareholders to cast their vote prior to the meeting by issuing binding voting instructions to a third party, the civil-law notary Ms J.J.C.A. Leemrijse, at Allen & Overy in Amsterdam, the Netherlands, or her substitute.

Furthermore, shareholders can register for the meeting via the EVO platform, issue a proxy to a third party and view or change voting instructions that have already been issued. The aforementioned civil-law notary will carry out all voting instructions during the meeting. If you wish to make use of the options offered by the EVO platform, you can register from Tuesday, 31 March 2020 after 6 pm CET until 5:30 pm CET on Tuesday, 21 April 2020 here.

Webcast

The 2020 AGM will be broadcast on Tuesday, 28 April 2020 via on-demand webcast (Nederlands / English).

Directions

Click here for directions to the ‘Muziekgebouw aan ‘t IJ’ in Amsterdam, the Netherlands.

Do you have any questions?

Shareholders who have questions can submit these by clicking here.

1 The National Institute for Public Health and the Environment.

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