ING Direct 2009 Annual Report Download - page 131

Share buy-back programme (2007/2008)
In May 2007, ING Group announced a plan to adopt a buy-back programme under which it planned to purchase (depositary receipts for)
ordinary shares with a total value of EUR 5 billion over a period of 12 months, beginning in June 2007. On 23 May 2008 this programme
was terminated as ING Group had almost reached the legal limit then in force for the acquisition of its own shares (10% of the issued
share capital). In total, 183.2 million (depositary receipts for) ordinary shares were repurchased under this programme at an average price
of EUR 26.77 and a total consideration of EUR 4.9 billion (98% of the total amount of the share buy back programme as announced).
Repurchased ordinary shares and depositary receipts are included in the table ‘Changes in treasury shares’.
These ordinary shares repurchased, were cancelled in two blocks, effective on 25 June 2008 and 7 October 2008 respectively. These now
form part of the unissued share capital.
Ordinary shares
All ordinary shares are in registered form. No share certificates have been issued. Ordinary shares may be transferred by means of a deed
of transfer. A transfer of ordinary shares requires written acknowledgement by ING Groep N.V. The par value of ordinary shares is
EUR 0.24. The authorised ordinary share capital of ING Groep N.V. currently consists of 4,500 million ordinary shares; it increased in 2008
from 3,000 million shares to 4,500 million shares as a result from an amendment made to the Articles of Association on 8 October 2008.
As at 31 December 2009, 3,832 million of ordinary shares were issued and fully paid.
Depositary receipts for ordinary shares
More than 99.9% of the ordinary shares issued by ING Groep N.V. are held by Stichting ING Aandelen (ING Trust Office). In exchange for
these shares, ING Trust Office has issued depositary receipts in bearer form for these shares. The depositary receipts are listed on various
stock exchanges. Depositary receipts can be exchanged upon request of the holders of depositary receipts for (non-listed) ordinary shares
without any restriction, other than payment of an administrative fee of EUR 0.01 per depositary receipt with a minimum of EUR 25 per
exchange transaction.
The holder of a depositary receipt is entitled to receive from ING Trust Office payment of dividends and distributions corresponding to the
dividends and distributions received by ING Trust Office on an ordinary share.
In addition, the holder of a depositary receipt is entitled to attend and to speak at the General Meeting of Shareholders of ING Groep N.V.
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 ING Trust Office but entirely at his own discretion for a number of shares equal to the number of his depositary receipts.
A holder of depositary receipts 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.
Depositary receipts for ordinary shares held by ING Group (Treasury shares)
As at 31 December 2009, 47.0 million (2008: 36.5 million; 2007: 126.8 million) depositary receipts for ordinary shares ING Groep N.V. with
a par value of EUR 0.24 were held by ING Groep N.V. or its subsidiaries. These depositary receipts for ordinary shares were purchased to
hedge option rights granted to the Executive Board members and other employees.
Restrictions with respect to dividend and repayment of capital
ING Groep N.V. is subject to legal restrictions regarding the amount of dividends it can pay to the holders of its ordinary shares. Pursuant
to the Dutch Civil Code, dividends can only be paid up to an amount equal to the excess of the company’s own funds over the sum of the
paid-up capital, and reserves required by law.
Moreover, ING Groep N.V.’s ability to pay dividends is dependent on the dividend payment ability of its subsidiaries and associates. ING
Groep N.V. is legally required to create a non-distributable reserve insofar profits of its subsidiaries and associates are subject to dividend
payment restrictions which apply to those subsidiaries and associates themselves. Such restrictions may among others be of a similar
nature as the restrictions which apply to ING Groep N.V. Furthermore there can be restrictions as a result of minimum capital requirements
that are imposed by industry regulators in the countries in which the subsidiaries operate, or other limitations which may exist in certain
countries.
Without prejudice to the authority of the Executive Board to allocate profits to reserves and to the fact that the ordinary shares are the
most junior securities issued by ING Groep N.V., no specific dividend payment restrictions with respect to ordinary shares exist.
Furthermore, ING Groep N.V. is subject to legal restrictions with respect to repayment of capital to holders of ordinary shares. Capital may
be repaid to the holders of ordinary shares pursuant to an amendment of ING Groep N.V.’s Articles of Association whereby the ordinary
shares are written down.
Pursuant to the Dutch Civil Code, capital may only be repaid if none of ING Groep N.V.’s creditors opposes such a repayment within two
months following the announcement of a resolution to that effect.
On a distribution of a dividend ING Groep N.V. is in principle required to withhold an income tax on dividends at a rate of 15%.
2.1 Consolidated annual accounts
ING Group Annual Report 2009 129
Notes to the consolidated balance sheet of ING Group (continued)