ING Direct 2011 Annual Report Download - page 143

Non-voting equity securities (Core Tier 1 securities)
On 12 November 2008, ING Groep N.V. issued one billion non-voting equity securities to the Dutch State at EUR 10 per non-voting equity
security, resulting in an increase of ING Group’s core Tier 1 capital of EUR 10 billion. The nominal value of each security is EUR 0.24. The non-
voting equity securities do not form part of ING Group’s share capital; accordingly they do not carry voting rights in the General Meeting.
These non-voting equity securities are deeply subordinated and rank pari-passu with ordinary shares in a winding up of ING Group.
On these non-voting equity securities a coupon was and is payable of the higher of:
• EUR 0.85 per security, payable annually in arrears, with a first coupon of EUR 0.425 per security paid on 12 May 2009;
• 110% of the dividend paid on each ordinary share over 2009 (payable in 2010);
• 120% of the dividend paid on each ordinary share over 2010 (payable in 2011); and
• 125% of the dividend paid on each ordinary share over 2011 onwards (payable in 2012 onwards).
Since ING Groep N.V. had already paid an interim dividend of EUR 0.74 per ordinary share in August 2008, ING recognised a coupon
payable of EUR 425 million to the Dutch State as of 31 December 2008. This coupon was paid out on 12 May 2009.
Further coupons are to be paid on 12 May of each year (the coupon date) in cash if the dividend on ordinary shares is paid in cash or to be
paid in scrip securities in the event of a scrip dividend on ordinary shares. Coupons are only due and payable, on a non-cumulative basis
and if a dividend is paid on ordinary shares over the financial year preceding the coupon date, either on an interim or a final dividend basis,
provided that ING Group’s capital adequacy position is and remains satisfactory both before and after payment in the opinion of the Dutch
central bank.
In December 2009, ING repaid the first half of the non-voting equity securities (core Tier 1 securities) of EUR 5 billion plus a total premium
of EUR 605 million. On 13 May 2011 ING exercised its option for early repayment of EUR 2 billion of the remaining non-voting equity
securities (core Tier 1 securities). The total payment in May 2011 amounted to EUR 3 billion and included a 50% repurchase premium.
ING funded this repayment from retained earnings. ING has indicated that it is one of its priorities to repay the remaining EUR 3 billion
non-voting equity securities (core Tier 1 securities) as soon as possible, but this needs to be done very prudently in light of the current
challenging and changing financial and regulatory environment. The terms for the remaining non-voting equity securities, including
restrictions on remuneration and corporate governance, remained unchanged. Reference is made to Note 33 ‘Related parties’.
Cumulative preference shares
Pursuant to the Articles of Association of ING Groep N.V. the authorised cumulative preference share capital consists of 4.5 billion
cumulative preference shares, of which none have been issued. The par value of these cumulative preference shares is EUR 0.24.
The cumulative preference shares rank before the ordinary shares in entitlement to dividend and to distributions upon liquidation of ING
Groep N.V.
The dividend on the cumulative preference shares will be equal to a percentage, calculated on the amount compulsorily paid up or yet
tobe paid up. This percentage shall be equal to the average of the Euro OverNight Index Average (EONIA) as calculated by the European
Central Bank. During the financial year for which the distribution is made, this percentage is weighted on the basis of the number of days
for which it applies, increased by 2.5 percentage points.
If and to the extent that the profit available for distribution is not sufficient to pay the dividend referred to above in full, the shortfall will
bemade up from the reserves insofar as possible. If, and to the extent that, the dividend distribution cannot be made from the reserves,
the profits earned in subsequent years shall first be used to make up the shortfall before any distribution may be made on shares of any
other category.
ING Groep N.V.’s Articles of Association make provision for the cancellation of cumulative preference shares. Upon cancellation
ofcumulative preference shares and upon liquidation of ING Groep N.V., the amount paid up on the cumulative preference shares
willberepaid together with the dividend shortfall in preceding years, insofar as this shortfall has not yet been made up.
Cumulative preference 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 cumulative preference
shares, when issued. 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. ING Groep N.V. is
legally required to create a non-distributable reserve insofar profits of its subsidiaries are subject to dividend payment restrictions which
apply to those subsidiaries themselves. Such restrictions may among others be of a similar nature as the restrictions which apply to ING
Groep N.V. or may be the 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.
Notes to the consolidated annual accounts of ING Group continued
1 Who we are 2 Report of the Executive Board 3 Corporate governance 4 Consolidated annual accounts 5 Parent company annual accounts 6 Other information 7 Additional information
141ING Group Annual Report 2011