ING Direct 2013 Annual Report Download - page 69

to the ordinary shares. ING Trust Office will follow such instructions
forsuch number of ordinary shares equal to the number of
depositary receipts for shares held by the relevant holder of
depositary receipts.
VOTING ON THE ORDINARY SHARES BY ING TRUST OFFICE
ING Trust Office has discretion to vote in respect of shares for
which it has not issued voting proxies to holders of depositary
receipts and has not received any voting instructions.
According to its articles of association and the Trust Conditions,
ING Trust Office is guided primarily by the interests of the holders
of depositary receipts, taking into account the interests of ING
Group and its affiliated enterprises.
ING Trust Office promotes the solicitation of specific proxies or
voting instructions of holders of depositary receipts. ING Trust
Office encourages the greatest possible participation of holders of
depositary receipts and promotes the execution of voting rights in a
transparent way. At the same time it prevents that a minority of
shareholders and holders of depositary receipts could use a chance
majority of votes to the disadvantage of the shareholders and
holders of depositary receipts present nor represented at a General
Meeting of ING Group.
PROXY VOTING FACILITIES
In 2013, ING Group was a participant in the Shareholder
Communication Channel (Stichting Communicatiekanaal
aandeelhouders), through which participating holders of depositary
receipts could give voting instructions to ING Trust Office. Following
the fact that the law on corporate governance (wijziging van de
Wet op het financieel toezicht, de Wet giraal effectenverkeer en
het Burgerlijk Wetboek naar aanleiding van het advies van de
Monitoring Commissie Corporate Governance Code van 30 mei
2007) came into force, the Shareholder Communication Channel
concluded that its function had ended. Therefore, it ceased to exist
in 2013. ING Group continues to provide proxy voting facilities to its
investors via its website and solicits proxies from its ADS holders in
line with common practice in the US.
Proxy voting forms for shareholders and voting instruction forms for
holders of depositary receipts are made available on the website of
ING Group (www.ing.com). The submission of these forms is
subject to additional conditions specified on such forms.
MAIN POWERS OF THE GENERAL MEETING
The main powers of the General Meeting are to decide on:
• the appointment, suspension and dismissal of members of the
Executive Board and members of the Supervisory Board, subject
to a binding nomination or a proposal of the Supervisory Board
as set forth in the Articles of Association;
• the adoption of the annual accounts;
• the declaration of dividends, subject to the power of the
Executive Board to allocate part of or all of the profits to the
reserves – with approval of the Supervisory Board – and the
declaration of other distributions, subject to a proposal by the
Executive Board which was approved by the Supervisory Board;
• the appointment of the external auditor;
• an amendment of the Articles of Association, a legal merger or
division of ING Group, and winding-up of ING Group, all subject
to a proposal made by the Executive Board upon approval by the
Supervisory Board;
and/or depositary receipts for shares at the record date are entitled
to attend the general meeting and to exercise other rights related
to the general meeting in question on the basis of their holding at
the record date, notwithstanding a subsequent sale or purchase of
shares or depositary receipts for shares. The record date is
published in the notice for the general meeting. In accordance
withUS requirements, the depositary sets a record date for the
American Depositary Shares (“ADSs”), which date determines
which ADSs are entitled to give voting instructions. This record date
can differ from the record date set by ING Group for shareholders
and holders of depositary receipts.
ATTENDING GENERAL MEETINGS
For logistical reasons, attendance at a General Meeting by
shareholders and holders of depositary receipts, either in person or
by proxy, is subject to the requirement that ING Group is notified in
advance. Instructions to that effect are included in the notice for
the General Meeting.
General Meetings are webcasted via ING Group’s website
(www.ing.com), so that shareholders and holders of depositary
receipts who do not attend the General Meeting in person, may
nevertheless follow the course of affairs in the meeting by
internetwebcast.
VOTING RIGHTS ON SHARES
Each share entitles the holder to cast one vote at the General
Meeting. The Articles of Association do not restrict the voting
rights on any class of shares. ING Group is not aware of any
agreement pursuant to which voting rights on any class of its shares
are restricted.
VOTING ON THE ORDINARY SHARES BY HOLDERS OF
DEPOSITARY RECEIPTS AS PROXY OF ING TRUST OFFICE
Although the depositary receipts for shares do not formally carry
any voting rights, holders of depositary receipts, in practice, rank
equally with shareholders with regard to voting. ING Trust Office
will, subject to certain restrictions, grant a proxy to a holder of
depositary receipts allowing such holder, in the name of ING Trust
Office, to exercise the voting rights attached to the number of
ordinary shares that corresponds to the number of depositary
receipts held by such holder of depositary receipts. On the basis of
such a proxy, the holder of depositary receipts may vote such
shares according to his or her own discretion.
The following restrictions apply in respect of grants of voting
proxies to holders of depositary receipts by ING Trust Office:
• the relevant holder of depositary receipts must have announced
his or her intention to attend the General Meeting observing the
provisions laid down in the Articles of Association; and
• the relevant holder of depositary receipts may delegate the
powers conferred upon him or her by means of the voting proxy,
provided that the relevant holder of depositary receipts has
announced his or her intention to do so to ING Trust Office
observing a term before the commencement of the General
Meeting, which term will be determined by ING Trust Office.
VOTING INSTRUCTIONS OF HOLDERS OF DEPOSITARY
RECEIPTS TO ING TRUST OFFICE
Holders of depositary receipts not attending a General Meeting
areentitled to give binding instructions to ING Trust Office,
concerning ING Trust Office’s exercise of the voting rights attached
67ING 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