ING Direct 2011 Annual Report Download - page 78

Stichting Continuïteit ING (‘ING Continuity Foundation’), a
foundation organised under the laws of the Netherlands,
established in Amsterdam, was founded on 22 January 1991.
A call-option agreement concluded between ING Continuity
Foundation and ING Groep N.V. (‘ING Group’) vests ING Continuity
Foundation with the right to acquire cumulative preference shares
in the share capital of ING Group up to a maximum of 4.5 billion
cumulative preference shares. The acquisition of cumulative
preference shares by ING Continuity Foundation is subject to the
restriction that, immediately after the issue of cumulative
preference shares, the total amount of cumulative preference
shares may not exceed one-third of the total issued share capital of
ING Group. If new shares other than cumulative preference shares
are subsequently issued, ING Continuity Foundation may again
exercise its right, subject to the provisions of the preceding
sentence. On acquisition of cumulative preference shares, at least
25% of the nominal value must be paid on said shares.
In 2011, the board of ING Continuity Foundation (the ‘Board’) held
two meetings, on 22 April and 7 December.
On 26 January 2011, the Articles of Association of ING Continuity
Foundation were amended.
The composition of the Board is currently as follows: Bas Kortmann,
chairman of the Board, Rob van den Bergh, appointed as of
10February 2011, Allard Metzelaar, who was reappointed as of
12May 2011 and Wim van Vonno.
All members of the Board stated that they meet the conditions
regarding independence as referred to in the Articles of Association
of ING Continuity Foundation.
AMSTERDAM, 12 MARCH 2012
BOARD OF STICHTING CONTINUÏTEIT ING
76 ING Group Annual Report 2011
Report of ING Continuity Foundation