ING Direct 2011 Annual Report Download - page 140

Depositary receipts for ordinary shares
More than 99.9% of the ordinary shares issued by ING Groep N.V. is 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 2011, 49.3 million (2010: 51.3 million; 2009: 47.0 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. In December 2010 ING Groep N.V. announced that
itwill no longer rebalance its hedge portfolio. This decision is an effort to simplify the management and administration of ING’s various
employee share and option programmes. The remaining shares in the hedge portfolio will be used to fund the obligations arising out
ofexercise and vesting. Once all shares in the hedge portfolio are used ING will fund these obligations by issuing new shares.
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%.
Notes to the consolidated annual accounts of ING Group continued
138 ING Group Annual Report 2011