ING Direct 2004 Annual Report Download - page 138

136 ING Group Annual Report 2004
Preference shares The par value of the preference shares is EUR 1.20. Preference shares are divided into two categories: “A”
preference shares and “B” preference shares. The authorised share capital of ING Group consists of 100 million “A” preference
shares, of which as at 31 December 2004 87 million have been issued and 200 million “B” preference shares, of which none have
yet been issued.
Preference shares may only be issued if at least the nominal value is paid up.
Preference shares rank before ordinary shares in entitlement to dividends and distributions upon liquidation of ING Group, but
are subordinated to cumulative preference shares. Holders of “A” and “B” preference shares rank pari passu among themselves.
If the profit or amount available for distribution to the holders of preference shares is not sufficient to make such distribution
in full, the holders will receive a distribution in proportion to the amount they would have received if the distribution could
have been made in full. The “A” preference shares and “B” preference shares are not cumulative and their holders will not be
compensated in subsequent years for a shortfall in a prior year.
The ING Group's Articles of Association make provision for cancellation of preference shares.
“A” Preference shares The dividend on the “A” preference shares is equal to a percentage of the amount (including share
premium) for which the “A” preference shares were originally issued.
This percentage is calculated by taking the arithmetic mean of the average effective yield on the five longest-dated Dutch
government loans, as calculated by a Calculating Agent to be designated by the Executive Board for the last twenty stock
exchange days preceding the day on which the first “A” preference shares are issued, or, as the case may be, preceding the
day on which the dividend percentage is adjusted. The percentage thus established may be increased or decreased by not
more than a half percentage point, depending on the market conditions then prevailing, as the Executive Board may decide
with the approval of the Supervisory Board.
The dividend on the “A” preference shares has been EUR 0.2405 per year until 1 January 2004. On 1 January 2004 the dividend
has been readjusted to EUR 0.1582 per year until 1 January 2014. Then the dividend percentage will be readjusted again (and
thereafter every ten years) to the average effective yield at that time on the five longest-dated Dutch government loans.
“A” preference shares may only be cancelled if a distribution of the amount (including share premium) for which the “A”
preference shares were originally issued reduced by the par value of the shares can be made on each “A” preference share.
Upon liquidation of ING Group, a distribution of the amount (including share premium) for which the “A” preference shares
were originally issued will, insofar as possible, be made on each “A” preference share.
Depositary receipts for ordinary shares and for preference shares More than 99% of the ordinary shares and preference shares
issued by ING Group are held by the Stichting ING Aandelen (Trust Office ING Shares). In exchange for these shares, the Trust
Office has issued depositary receipts in bearer form for ordinary shares and for preference shares, respectively. The depositary
receipts are listed on various European stock exchanges. Depositary receipts can be exchanged for (non-listed) shares of the
relevant category without any restriction.
The holder of a depositary receipt is entitled to receive from the Trust Office payment of dividends and distributions
corresponding with the dividends and distributions received by the Trust Office on a share of the relevant category.
In addition, the holder of a depositary receipt is entitled to attend and to speak at the General Meeting of Shareholders of
ING Group either in person or by proxy. A holder of a depositary receipt who thus attends the General Meeting of Shareholders,
is entitled to vote as a proxy of the Trust Office but entirely to his own discretion for a number of shares equal to the number
of his depositary receipts of the relevant category.
A holder of a depositary receipt who does not attend the General Meeting of Shareholders in person or by proxy is entitled to
give a binding voting instruction to the Trust Office for a number of shares equal to the number of his depositary receipts of the
relevant category.
Concentration of holders of depositary receipts for shares As at 31 December 2004, ABN AMRO Holding, AEGON and Fortis had
an interest in depositary receipts (for ordinary shares and for preference shares) of ING Group between 5% and 10%.
NOTES TO THE PARENT COMPANY BALANCE SHEET
OF ING GROUP (continued)
2.1
ANNUAL ACCOUNTS