ING Direct 2004 Annual Report Download - page 49

ING Group Annual Report 2004 47
REPORT TO THE DEPOSITARY-RECEIPT HOLDERS OF
ING GROEP N.V.
The following report is issued in compliance with the
provisions in article 15 of the Trust Conditions for registered
shares in ING Groep N.V.
Pursuant to its Constitution, the object of the Stichting ING
Aandelen (ING Trust Office) is:
a. to foster the interests of the holders of depositary receipts
for shares in the capital of ING Groep N.V., 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;
b. to acquire and administer registered ordinary and
preference shares for which bearer depositary receipts
have been issued;
c. 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;
d. to promote and organise the solicitation of proxies of
shareholders other than the Stichting itself and of specific
proxies and/or voting instructions of depositary-receipt
holders.
During the 2004 reporting year the Board held four meetings.
On 5 April 2004 the Board met to discuss the 2003 annual
report and to prepare the Annual General Meeting of
Shareholders on 27 April 2004. Prior to this Board meeting
the Executive Board and Supervisory Board of ING Groep N.V.
provided the Stichting with information on the company’s
activities and performance over 2003. On 27 April 2004 the
Board convened before the Annual General Meeting to discuss
the proxy voting results and to decide on the initial position
of the Board vis-à-vis the items on the agenda. One of the
Stichting’s objectives is to promote and organise the
solicitation of proxies of shareholders other than the Stichting
itself and of specific proxies and/or voting instructions of
depositary-receipt holders. The Board deems it important that
as many depositary-receipt holders as possible cast their votes,
since this enables the Board to better assess what is important
for depositary-receipt holders. It is gratifying to record that
for the 2004 Annual General Meeting the Stichting received
voting instructions for approximately 538,000,000 depositary
receipts, which account for approximately 21% of the total
number of votes outstanding. Present at the meeting was
approximately 6% of the total number of votes outstanding,
so about 27% of the total issued capital attended or was
represented in the Annual General Meeting of Shareholders,
while the Board of the Stichting voted for the remaining
depositary receipts.
The Board, as is customary, attended the Annual General
Meeting and answered various questions. The Board voted
in favour of all agenda items. A small majority of the voting
instructions that were received instructed to vote against the
agenda item regarding the authorisation to issue shares and
to restrict or exclude preferential rights. For these votes the
Board voted in accordance with the instructions it received.
For the depositary-receipt holders who did not give a voting
instruction, the Stichting decided however to vote in favour
of the proposal. The Stichting has recognised that the
Executive Board needs some flexibility for issuing new shares
if circumstances so require. For the issue of shares approval
of the Supervisory Board is required. The Stichting is of the
opinion that the Executive Board and the Supervisory Board
have shown in the past that they will use the power to issue
shares in a prudent way. The Stichting 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.
In the meetings of 26 October 2004 and 13 December 2004
attention has been paid to in particular principle IV.2 of the
Dutch Corporate Governance Code and the current state
of affairs regarding proxy voting in order to achieve larger
shareholder participation at the Shareholders’ meeting.
The Board has decided it will establish its own website
before the Annual General Meeting of 2005.
Prior to its meeting on 13 December 2004 the Executive Board
and Supervisory Board of ING provided the Stichting with
information on the company’s activities and performance over
the first nine months of 2004.
On 31 December 2004 the nominal value of administered
ordinary shares amounted to EUR 528,783,467.52 for which
2,203,264,448 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 88,303,285.
The increase came about as follows:
Add: from final dividend for 2003 57,107,215
from interim dividend for 2004 31,689,382
from exercise of warrants 410
from conversion of shares into
depositary receipts 90,298
Less: from conversion of depositary
receipts into shares 584,020
On 31 December 2004, preference A shares representing a
nominal amount of EUR 104,491,514.40 were entered into the
administration, for which 87,076,262 depositary receipts with
a nominal value of EUR 1.20 were issued. During the reporting
year there have been no changes in the total number of
outstanding depositary receipts of preference A shares.
REPORT OF ING TRUST OFFICE