ING Direct 2008 Annual Report Download - page 125

These securities do not have voting rights. However as a holder of the non-voting equity securities, the Dutch government has the
right to, subject to applicable law and to corporate governance practices, generally accepted under applicable stock listing regimes,
recommend two candidates for appointment to the Supervisory Board. Certain Supervisory Board approval items require approval by
these nominees. Until their formal appointment, the nominees will function as observers. As at 31 December 2008, the General Meeting
of Shareholders had not yet adopted any resolution to implement the State recommendation.
The 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 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 payable on 12 May 2009; and•
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)•
125% of the dividend paid on each ordinary share over 2011 onwards (payable in 2012 onwards).•
This coupon is 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.
ING Group has the right to repurchase all or some of the non-voting equity securities at EUR 15 per security at any time, together with
the pro-rate coupon, if due, accrued to such date. It also has the right to convert all or some of the non-voting equity securities into
ordinary shares on a one-for-one basis from three years after the issue date onwards. The Dutch government in that case has the right
to demand a redemption payment of EUR 10 per non-voting equity security, together with the pro-rata coupon, if due, accrued to such
date. Both repurchase and conversion of the securities must be approved by the Dutch central bank.
Changes in revaluation reserve
2008
Property
revaluation
reserve
Available-for-
sale reserve
Cash flow
hedge reserve Total
Opening balance 439 4,067 431 4,937
Unrealised revaluations after taxation 22 –18,876 –18,854
Realised gains/losses transferred to profit and loss 2,476 2,476
Changes in cash flow hedge reserve 746 746
Transfer to insurance liabilities/DAC 2,193 2,193
Closing balance 461 –10,140 1,177 –8,502
Changes in revaluation reserve
2007
Property
revaluation
reserve
Available-for-
sale reserve
Cash flow
hedge reserve Total
Opening balance 468 7,629 1,356 9,453
Unrealised revaluations after taxation –29 –1,508 –1,537
Realised gains/losses transferred to profit and loss –3,186 –3,186
Changes in cash flow hedge reserve –925 –925
Transfer to insurance liabilities/DAC 1,132 1,132
Closing balance 439 4,067 431 4,937
Changes in revaluation reserve
2006
Property
revaluation
reserve
Available-for-
sale reserve
Cash flow
hedge reserve Total
Opening balance 460 8,700 2,046 11,20 6
Unrealised revaluations after taxation 8–1,087 –1,079
Realised gains/losses transferred to profit and loss –804 –804
Changes in cash flow hedge reserve –690 –690
Transfer to insurance liabilities/DAC 820 820
Closing balance 468 7,629 1,356 9,453
Transfer to insurance liabilities/DAC includes the change in the deferred profit sharing liability (net of deferred tax). Reference is made to
Note 17 ‘Insurance and investment contracts, reinsurance contracts’.
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ING Group Annual Report 2008