ING Direct 2013 Annual Report Download - page 147

In addition to the legal and regulatory restrictions on distributing dividends from subsidiaries and associates to ING Groep N.V. there are
various other considerations and limitations that are taken into account in determining the appropriate levels of equity in the Group’s
subsidiaries and associates. These considerations and limitations include, but are not restricted to, rating agency and regulatory views,
which can change over time; it is not possible to disclose a reliable quantification of these limitations. Reference is also made to the
‘Capital Management’ section.
Without prejudice to the authority of the Executive Board to allocate profits to reserves and to the fact that the ordinary shares are the
most junior securities issued by ING Groep N.V., no specific dividend payment restrictions with respect to ordinary shares exist.
Furthermore, ING Groep N.V. is subject to legal restrictions with respect to repayment of capital to holders of ordinary shares. Capital may
be repaid to the holders of ordinary shares pursuant to an amendment of ING Groep N.V.’s Articles of Association whereby the ordinary
shares are written down.
Pursuant to the Dutch Civil Code, capital may only be repaid if none of ING Groep N.V.’s creditors opposes such a repayment within two
months following the announcement of a resolution to that effect.
On a distribution of a dividend ING Groep N.V. is in principle required to withhold an income tax on dividends at a rate of 15%.
Minority interest
In 2013, minority interests increased with EUR 4,358 million due to the IPO and second tranche sale of ING U.S., as explained in Note 59
‘Other events´. This amount represents approximately 43% of the net asset value under IFRS-EU of ING U.S. The proportional interests held
and key information on ING U.S. is included in the tables below.
ING U.S., Inc - Balance sheet
2013
Interest
held (%)
Total
assets
Total
liabilities
Total
equity
Minority
interests
ING U.S. - total 100 155,499 145,609 9,890
ING Group's share 56.5 5,532 4,358
ING U.S., Inc - Profit and loss account
2013
Interest held
(%)
Total
income
Total
expenses Net result
Minority
interests
ING U.S. - total 100 13,232 13,082 150
ING Group's share 56.5 39 111
ING U.S., Inc - Statement of Comprehensive income
2013
Interest held
(%)
Comprehensive
income
Minority
interests
ING U.S. - total 100 –1,187
ING Group's share 56.5 –1,124 –63
Total assets and Total liabilities as presented above, to which the minority interest in ING U.S. relates, are all presented in the Consolidated
balance sheet in Assets held-for-sale and Liabilities held-for-sale. Total income and Total expenses as presented above, to which the
minority interest in ING U.S. relates, are all presented in the Consolidated profit and loss account in Net result from discontinued
operations.
Cumulative preference shares (not issued)
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.
Notes to the consolidated annual accounts of ING Group continued
145ING Group Annual Report 2013
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