ING Direct 2013 Annual Report Download - page 67

cash-settled, such as call or put options, warrants, swaps or any
other similar contract, reaches, exceeds or falls below certain
thresholds, is required to notify in writing the Dutch Authority for
the Financial Markets (Autoriteit Financiële Markten) immediately
after the acquisition or disposal of the triggering interest in ING
Group’s share capital. These thresholds are 3%, 5%, 10%, 15%,
20%, 25%, 30%, 40%, 50%, 60%, 75% or 95% of the issued
share capital of ING Group.
Details of investors, if any, who have reported their interest in ING
Group pursuant to the Dutch Financial Supervision Act (or the
predecessor of this legislation), are shown on page 10. ING Group
is not aware of shareholders, potential shareholders or investors
with an interest of 3% or more in ING Group other than the ING
Trust Office, the ING Continuity Foundation and Blackrock Inc.
Pursuant to the Regulation (EU) no. 236/2012 of the European
Parliament and the Council on short selling and certain aspects of
credit default swaps, any person who acquires or disposes of a net
short position relating to the issued share capital of ING Group,
whether by a transaction in shares, depositary receipts or American
depositary receipts, or by a transaction creating or relating to any
financial instrument where the effect or one of the effects of the
transaction is to confer a financial advantage on the person
entering into that transaction in the event of a change in the price
of such shares, depositary receipts or American depositary receipts
is required to notify, in accordance with the provisions of the
above-mentioned Regulation:
a. The Dutch Authority for the Financial Markets (Autoriteit
Financiële Markten) if, as a result of which acquisition or
disposal his net short position reaches, exceeds or falls below
0.2% of the issued share capital of ING Group and each 0.1%
above that.
b. ING Group if, as a result of which acquisition or disposal his net
short position reaches, exceeds or falls below 0.5% of the
issued share capital of ING Group and each 0.1% above that.
INVESTOR RELATIONS AND BILATERAL CONTACTS
WITHINVESTORS
ING Group encourages and recognises the importance of bilateral
communication with the investment community. Communications
with current and potential shareholders, holders of depositary
receipts, bondholders, and industry analysts is actively managed by
the Investor Relations department.
ING Group strives to provide clear, accurate and timely financial
information that is in strict compliance with the applicable rules and
regulations, in particular those concerning selective disclosure, price
sensitive information and equal treatment. In addition to the annual
General Meeting, ING Group communicates with its shareholders
and the investment community through earnings announcements,
presentations, and meetings with analysts or investors.
ING Group publishes a comprehensive quarterly disclosure package
which includes extensive and detailed financial figures with relevant
explanatory remarks. This information is discussed thoroughly
during press and analyst and investor conference calls on the day of
the earnings release, which are broadly accessible to interested
parties. The publication dates of quarterly earnings releases are
announced in advance on ING Group’s corporate website
(www.ing.com).
• in terms of control: resolutions by the Executive Board to issue
shares require the approval of the Supervisory Board.
Approval by the General Meeting would be required for any share
issuances exceeding these limits.
The purpose of this delegation of authority is to allow ING Group
to respond promptly to developments in the financial markets.
Without such delegation, if ING Group wished to issue new shares,
there would be an increased risk that conditions in the financial
markets may have changed during the time needed for convening a
general meeting, especially due to the 42-day statutory convocation
period. In view of the importance of flexibility with respect to the
issuance of shares, the Executive Board and the Supervisory Board
will periodically evaluate the delegation of authority to issue shares
and, if necessary, make adjusted proposals to the General Meeting.
TRANSFER OF SHARES AND DEPOSITARY RECEIPTS AND
TRANSFER RESTRICTIONS
Shares are transferred by means of a deed of transfer between the
transferor and the transferee. To become effective, ING Group has
to acknowledge the transfer, unless ING Group itself is a party to
the transfer. The Articles of Association do not restrict the transfer
of ordinary shares, whereas the transfer of cumulative preference
shares is subject to prior approval of the Executive Board. The
Articles of Association and the trust conditions for registered shares
in the share capital of ING Group (“Trust Conditions”) do not
restrict the transfer of depositary receipts for shares. ING Group is
not aware of the existence of any agreement pursuant to which the
transfer of ordinary shares or depositary receipts for such shares
isrestricted.
REPURCHASE OF SHARES
ING Group may repurchase outstanding shares and depositary
receipts for such shares. Although the power to repurchase shares
and depositary receipts for shares is vested in the Executive Board
subject to the approval of the Supervisory Board, prior
authorisation from the General Meeting is required for these
repurchases. Under Dutch law, this authorisation lapses after 18
months. Each year, the General Meeting is asked to approve the
Executive Board’s authority to repurchase shares.
When repurchasing shares, the Executive Board must observe the
price ranges prescribed in the authorisation. For the ordinary shares
and depositary receipts for such shares, the authorisation currently
in force stipulates a minimum price of one eurocent and a maximum
price equal to the highest stock price on Euronext Amsterdam by
NYSE Euronext on the date on which the purchase agreement is
concluded or on the preceding day of stock market trading.
SPECIAL RIGHTS OF CONTROL
No special rights of control referred to in Article 10 of the directive
of the European Parliament and the Council on takeover bids
(2004/25/EC) are attached to any share.
SHAREHOLDERS’ STRUCTURE
Pursuant to the Dutch Financial Supervision Act (Wet op het
financieel toezicht), any person who, directly or indirectly acquires
or disposes of an interest in the voting rights and/or the capital of
ING Group as a result of which acquisition or disposal the
percentage of his voting rights or capital interest, whether through
ownership of shares, depositary receipts, American depositary
shares or any other financial instrument whether stock-settled or
65ING 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