ING Direct 2009 Annual Report Download - page 71

Report of ING Trust Office
Pursuant to its articles of association (the ‘Articles of Association’),
the object of Stichting ING Aandelen, a foundation organised
under the laws of the Netherlands, established in Amsterdam
(‘ING Trust Office’) is:
a. to promote the interests of the holders of depositary receipts
for shares in the capital of ING Groep N.V. (‘ING Group’), while
having regard for the interests of (i) ING Group itself, (ii) the
enterprises carried on by ING Group and companies associated
with it in a group and (iii) all other stakeholders in ING Group,
such that all those interests are balanced and safeguarded as
effectively as possible;
b. to acquire and administer for the purpose of management
registered shares in the capital of ING Group and any bonus
shares which may be distributed thereon or shares acquired
as stock dividend or by the exercise of subscription rights and
to issue exchangeable depositary receipts for these shares to
exercise voting rights and all other rights attaching to the shares,
to exercise subscription rights and to receive dividends and other
distributions, including proceeds of liquidation, subject to the
obligation to distribute the income to the holders of depositary
receipts, save that depositary receipts shall be issued for bonus
shares, shares acquired as stock dividend and shares acquired
on behalf of depositary receipt holders by virtue of the exercise
of subscription rights;
c. to promote the exchange of information between ING Group
on the one hand and the holders of depositary receipts and
shareholders in ING Group on the other;
d. to promote and organise the solicitation of proxies of
shareholders other than the foundation itself and of specific
proxies and/or voting instructions of holders of depositary
receipts,
and further to engage in any activity which may be related to the
foregoing in the widest sense, whereby all activities which entail
commercial risk shall be excluded from the foundation’s object.
During the 2009 reporting year, the board of ING Trust Office
(the ‘Board’) held eight meetings.
On 3 March 2009, the Board met to discuss the agreement ING
Group reached with the Dutch State regarding the Illiquid Assets
Back-up Facility covering 80% of ING’s Alt-A residential mortgage-
backed securities, as well as a purported class litigation filed in the
United States alleging violations of the federal securities laws with
respect to disclosures made in connection with the 2007 and 2008
offerings of ING’s Perpetual Hybrid Capital Securities (the ‘Class
Litigation’). The general counsel of ING Group was invited to the
meeting to give an explanation of these subjects and answer
various questions of the Board. During the same meeting, without
the presence of the general counsel, the Board discussed, among
other things, the composition of the Board and the position of ING
Trust Office in general and prepared for the annual General
Meeting of ING Group of 27 April 2009 (the ‘AGM’).
On 9 April 2009, the Board held a meeting to discuss, among other
things, the composition of the Board and the agreement regarding
reimbursement of costs between ING Trust Office and ING Group.
During this meeting, the Board also adopted the 2008 balance
sheet and statement of income and expenditure of ING Trust Office
and prepared for the AGM.
The following report is issued in compliance with the provisions of
article 15 of the Trust Conditions for registered shares in the share
capital of ING Groep N.V. and best practice provision IV.2.6 of the
Dutch Corporate Governance Code.
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