ING Direct 2009 Annual Report Download - page 280

Reinsurance may not be available, affordable or adequate to protect us against losses. We may also decide to reduce,
eliminate or decline primary insurance or reinsurance coverage.
As part of our overall risk and capacity management strategy we purchase reinsurance for certain risks underwritten by our various
insurance business segments. Market conditions beyond our control determine the availability and cost of the reinsurance protection we
purchase. Accordingly, we may be forced to incur additional expenses for reinsurance or may not be able to obtain sufficient reinsurance
on acceptable terms, which could adversely affect our ability to write future business.
In addition, we determine the appropriate level of primary insurance and reinsurance coverage based on a number of factors and from
time to time decide to reduce, eliminate or decline coverage based on our assessment of the costs and benefits involved. In such cases, the
uninsured risk remains with us.
Our business may be negatively affected by adverse publicity, regulatory actions or litigation with respect to us, other
well-known companies or the financial services industry in general.
Adverse publicity and damage to our reputation arising from our failure or perceived failure to comply with legal and regulatory
requirements, financial reporting irregularities involving other large and well known companies, increasing regulatory and law enforcement
scrutiny of ‘know your customer’ anti-money laundering, prohibited transactions with countries subject to sanctions, and bribery or other
anti-corruption measures and anti-terrorist-financing procedures and their effectiveness, regulatory investigations of the mutual fund,
banking and insurance industries, and litigation that arises from the failure or perceived failure by us to comply with legal, regulatory and
compliance requirements, could result in adverse publicity and reputation harm, lead to increased regulatory supervision, affect our ability
to attract and retain customers, maintain access to the capital markets, result in cease and desist orders, suits, enforcement actions, fines
and civil and criminal penalties, other disciplinary action or have other material adverse effects on us in ways that are not predictable.
Because we are a Dutch company and because the Stichting ING Aandelen holds more than 99.9% of our ordinary shares,
the rights of our shareholders may differ from the rights of shareholders in other jurisdictions or companies that do not use
a similar trust structure, which could affect your rights as a shareholder.
While holders of our bearer depositary receipts are entitled to attend and speak at our General Meeting of Shareholders (‘General
Meeting’), voting rights are not attached to the bearer depositary receipts. The Trust holds more than 99.9% of our ordinary shares, and
exercises the voting rights attached to the ordinary shares (for which bearer depositary receipts have been issued). Holders of bearer
depositary receipts who attend - in person or by proxy - the General Meeting must obtain voting rights by proxy from the Trust. Holders of
bearer depositary receipts and holders of the ADSs (American depositary shares) representing the bearer depositary receipts who do not
attend the General Meeting may give binding voting instructions to the Trust. The Trust is entitled to vote on any ordinary shares
underlying the bearer depositary receipts for which the Trust has not granted voting proxies, or voting instructions have not been given to
the Trust. In exercising its voting discretion, the Trust is required to make use of the voting rights attached to the ordinary shares in the
interest of the holders of bearer depositary receipts, while taking into account:
• ourinterests,
• theinterestsofourafliates,and
• theinterestsofourotherstakeholders
so as to ensure that all the interests are given as much consideration and protection as possible. The Trust may, but has no obligation to,
consult with the holders of bearer depositary receipts in exercising its voting rights in respect of any ordinary shares for which it is entitled
to vote. These arrangements differ from practices in other jurisdictions, and accordingly may affect the rights of the holders of bearer
depositary receipts and their power to affect ING’s business and operations.
The share price of ING shares has been, and may continue to be, volatile which may impact the value of ING shares.
The share price of our bearer depositary receipts has been volatile in the past, in particular over the past year. During and after the
Offering, the share price and trading volume of our bearer depositary receipts may continue to be subject to significant fluctuations due, in
part, to changes in our actual or forecast operating results and the inability to fulfil the profit expectations of securities analysts, as well as
to the high volatility in the securities markets generally and more particularly in shares of financial institutions. Other factors, besides our
financial results, that may impact our share price include, but are not limited to:
• marketexpectationsoftheperformanceandcapitaladequacyofnancialinstitutionsingeneral;
• investorperceptionofthesuccessandimpactofourstrategies;
• adowngradeorreviewofourcreditratings;
• theimplementationandoutcomeofourRestructuringPlan;
• potentiallitigationorregulatoryactioninvolvingINGorsectorswehaveexposuretothroughourinsuranceandbankingactivities;
• announcementsconcerningnancialproblemsoranyinvestigationsintotheaccountingpracticesofothernancialinstitutions;and
• generalmarketcircumstances.
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Risk factors (continued)
2.4 Additional information
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