ING Direct 2009 Annual Report Download - page 281

There can be no assurance that we will pay dividends on our ordinary shares in the future.
It is ING’s policy to pay dividends in relation to the long-term underlying development of cash earnings. Dividends can only be declared by
shareholders when the Executive Board considers such dividends appropriate, taking into consideration the financial conditions then
prevailing and the longer-term outlook. Given the uncertain financial environment, ING will not pay a dividend over 2009 and there can be
no assurance that we will pay dividends in the future.
Certain transactions have resulted in the cumulative change in ownership of our U.S. subsidiaries of approximately 43% for
U.S. tax purposes as of 21 December 2009. Future increases of capital or other changes in ownership may adversely affect
our net result and equity.
Sections 382 and 383 of the U.S. Internal Revenue Code contain loss limitation rules, the general purpose of which is to prevent trafficking
in tax losses (i.e. they are anti-abuse rules). The rules are triggered when the ownership of a corporation changes by more than 50%
(measured by value) on a cumulative basis in any three-year period. If triggered, restrictions may be imposed on the future use of realised
tax losses as well as certain losses that are built into the assets of the corporation at the time of the ownership change and that are
realised within the next five years. As of 21 December 2009, the cumulative change in ownership of our U.S. subsidiaries was
approximately 43% for purposes of Sections 382 and 383 (taking into account the issuance of the Core Tier 1 Securities to the Dutch State
on 12 November 2008, the repurchase of some of the Core Tier 1 Securities on 21 December 2009, and the issuance of Ordinary shares
on 21 December 2009). However, the calculation is subject to uncertainties and is based on various assumptions. Future increases of
capital or other changes in ownership may adversely affect our net result and equity.
The remaining Core Tier 1 Securities issued to the Dutch State may be converted into ordinary shares or bearer depositary
receipts and dilute existing shareholders.
In November 2008, we issued EUR 10 billion Core Tier 1 Securities to the Dutch State. EUR 5 billion of the Core Tier 1 Securities were
repurchased after the rights issue. Both the repayment and the rights issue were finalised on 21 December 2009. As a result only EUR 5
billion Core Tier 1 Securities is currently outstanding. The terms of the Core Tier 1 Securities permit us, on or after 12 November 2011, to
convert any or all of the remaining Core Tier 1 Securities into ordinary shares or bearer depositary receipts on a one-for-one basis. Any
such conversion would dilute existing shareholders. If we exercise our conversion right, the Dutch State may opt to require us to redeem
the Core Tier 1 Securities on the conversion date.
Certain holders of ING shares may not be able to participate in future equity offerings with subscription rights.
We may undertake future equity offerings with subscription rights. Holders of ING shares in certain jurisdictions, however, may not be
entitled to exercise such rights unless the rights and the related shares are registered or qualified for sale under the relevant legislation or
regulatory framework. Holders of ING shares in these jurisdictions may suffer dilution of their shareholding should they not be permitted
to participate in future equity offerings with subscription rights.
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2.X Section header
Risk factors (continued)
ING Group Annual Report 2009 279
2.4 Additional information