ING Direct 2013 Annual Report Download - page 76

The following report is issued in compliance with the provisions of
article 14 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.
OBJECT
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, with its registered seat in
Amsterdam (“ING Trust Office”) is:
a. to acquire and administer for the purpose of management
registered shares in the capital of ING Groep N.V., a public
limited company with its registered office in Amsterdam (“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 holders of depositary
receipts by virtue of the exercise of subscription rights;
b. 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;
c. to promote 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.
ACTIVITIES
BOARD MEETINGS
During the 2013 reporting year, the board of ING Trust Office
(the“Board”) held six meetings.
In these meetings, among other things, the following topics were
discussed:
- The preparation of the meeting of holders of depositary receipts
of 27 November 2013.
- The annual General Meeting of ING Group of 13 May 2013
(“AGM”), the items on the agenda of the AGM, the proxy voting
results and the voting by ING Trust Office.
- The functioning of ING Trust Office, the composition of the
Board, the 2012 balance sheet and statement of income and
expenses of ING Trust Office.
MEETINGS WITH ING GROUP
During the 2013 reporting year, the Board had five meetings with
the chairmen of the Executive Board and the Supervisory Board of
ING Group.
In these meetings, among other things, the following topics were
discussed:
- The state of affairs of ING Group in 2012 on the basis of the
press release of 13 February 2013 and the 2012 figures, the state
of affairs of ING Group over the first six months of 2013 on
thebasis of the press release of 7 August 2013 and the state of
affairs of ING Group over the first nine months of 2013 on the
basis of the press release of 6 November 2013.
- Several items on the agenda of the AGM.
- The progress in the restructuring of ING Group.
74 ING Group Annual Report 2013
Report of ING Trust Office