ING Direct 2009 Annual Report Download - page 62

for the American Depositary Shares (‘ADSs’), which date determines
which ADSs are entitled to give voting instructions. This record date
can differ from the record date set by ING Group for shareholders
and holders of depositary receipts.
ATTENDING GENERAL MEETINGS
For logistical reasons, attendance at a general meeting by
shareholders and holders of depositary receipts, either in person
or by proxy, is subject to the requirement that ING Group is notified
in advance. Instructions to that effect are included in the notice
for the general meeting.
Shareholders and holders of depositary receipts who do not attend
the general meeting in person, may nevertheless follow the course
of affairs in the meeting by internet webcast.
VOTING RIGHTS ON SHARES
Each share entitles the holder to cast one vote at the general
meeting. The Articles of Association do not restrict the voting
rights on any class of shares. ING Group is not aware of any
agreement pursuant to which voting rights on any class of its
shares are restricted.
VOTING ON THE ORDINARY SHARES BY HOLDERS OF
DEPOSITARY RECEIPTS AS PROXY OF ING TRUST OFFICE
Although the depositary receipts for shares do not formally carry
any voting rights, holders of depositary receipts, in practice, rank
equally with shareholders with regard to voting. ING Trust Office
will, subject to certain restrictions, grant a proxy to a holder of
depositary receipts allowing such holder, in the name of ING Trust
Office, exercise the voting rights attached to the number of its
ordinary shares that corresponds to the number of depositary
receipts held by such holder of depositary receipts. On the basis
of such a proxy, the holder of depositary receipts may vote at his
or her own discretion.
The following restrictions apply in respect of granting a voting
proxy to holders of depositary receipts:
the relevant holder of depositary receipts must have announced •
his or her intention to attend the general meeting observing
the provisions laid down in the Articles of Association; and
the relevant holder of depositary receipts may delegate the •
powers conferred upon him or her by means of the voting proxy,
provided that the relevant holder of depositary receipts has
announced his or her intention to do so to ING Trust Office
observing a term before the commencement of the general
meeting, which term will be determined by ING Trust Office.
VOTING INSTRUCTIONS OF HOLDERS OF DEPOSITARY
RECEIPTS TO ING TRUST OFFICE
Holders of depositary receipts not attending a general meeting
are entitled to give binding instructions to ING Trust Office,
concerning ING Trust Office’s exercise of the voting rights attached
to the ordinary shares. ING Trust Office will follow such instructions
for such number of ordinary shares equal to the number of
depositary receipts for shares held by the relevant holder of
depositary receipts. ING Trust Office has made it easier for votes
to be cast this way by putting arrangements in place for proxy
voting and e-voting.
GENERAL MEETING
FREQUENCY, NOTICE AND AGENDA OF GENERAL MEETINGS
General meetings are normally held each year in April or May, to
discuss the course of business in the preceding financial year on
the basis of the reports prepared by the Executive Board and the
Supervisory Board, and to decide on the distribution of dividends
or other distributions, the appointment and/or reappointment of
members of the Executive Board and the Supervisory Board (if any),
other items requiring shareholder approval under Dutch law, and
any other matters proposed by the Supervisory Board, the Executive
Board or shareholders or holders of depositary receipts in
accordance with the Articles of Association.
Meetings are convened by public notice. As of the date of
convening a general meeting, all information relevant for
shareholders and holders of depositary receipts, is made available
to them on the website of ING Group (www.ing.com) and at
the ING Group head office, mentioned in the notice.
This information includes the notice for the general meeting, the
agenda, the verbatim text of the proposals with an explanation
and instructions on how to participate in the meeting (either in
person or by proxy vote), as well as the reports of the Executive
Board and the Supervisory Board. More complex proposals such
as amendments to the Articles of Association are normally not
included in the notice but are made available separately on
the website of ING Group and at the ING Group head office.
PROPOSALS BY SHAREHOLDERS AND HOLDERS
OF DEPOSITARY RECEIPTS
Proposals to include items on the agenda for a general meeting
can be made by shareholders and holders of depositary receipts
representing a joint total of 0.1% of the share capital or
representing together, on the basis of the stock prices on Euronext
Amsterdam by NYSE Euronext, a share value of at least EUR 50
million. Given the periods of notice required for proxy voting,
proposals have to be submitted in writing al least 50 days before
the date of the meeting. Properly submitted proposals will be
included on the agenda for the general meeting.
DIALOGUE WITH SHAREHOLDERS AND HOLDERS
OF DEPOSITARY RECEIPTS
In 2009, shareholders and holders of depositary receipts were
allowed to ask questions about items on the agenda for the annual
General Meeting and the extraordinary General Meeting, and they
will be allowed to do so in 2010. Shareholders and holders of
depositary receipts can visit the website of ING Group
(www.ing.com) to submit their questions.
RECORD DATE
It is standard practice with ING Group to set a record date for
attending a general meeting and voting on the proposals in that
general meeting. Shareholders and holders of depositary receipts
who hold shares and/or depositary receipts for shares at the record
date are entitled to attend the general meeting and to exercise
other rights related to the general meeting in question on the basis
of their holding at the record date, notwithstanding a subsequent
sale or purchase of shares or depositary receipts for shares. The
record date is published in the notice to the general meeting. In
accordance with US requirements the depositary sets a record date
Corporate governance (continued)
1.3 Our governance
ING Group Annual Report 2009
60