ING Direct 2013 Annual Report Download - page 79

Stichting Continuïteit ING (“ING Continuity Foundation”),
afoundation organized under the laws of the Netherlands,
established in Amsterdam, was founded on 22 January 1991.
A call-option agreement concluded between ING Continuity
Foundation and ING Groep N.V. (“ING Group”) vests ING
Continuity Foundation with the right to acquire cumulative
preference shares in the share capital of ING Group up to a
maximum of 4.5 billion cumulative preference shares. The
acquisition of cumulative preference shares by ING Continuity
Foundation is subject to the restriction that, immediately after the
issue of cumulative preference shares, the total amount of
cumulative preference shares may not exceed one-third of the total
issued share capital of ING Group. If new shares other than
cumulative preference shares are subsequently issued, ING
Continuity Foundation may again exercise its right, subject to the
provisions of the preceding sentence. On acquisition of cumulative
preference shares, at least 25% of the nominal value must be paid
on said shares.
In 2013 the board of ING Continuity Foundation (the “Board”) held
two meetings, on 18 April and 29 November.
The composition of the Board is currently as follows: Sebastian
Kortmann, chairman of the Board, who was reappointed as
of13May 2013, Rob van den Bergh, Allard Metzelaar, and
Wim vanVonno.
All members of the Board stated that they meet the conditions
regarding independence as referred to in the Articles of Association
of ING Continuity Foundation.
AMSTERDAM, 17 MARCH 2014
BOARD OF STICHTING CONTINUITEIT ING
77
ING 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
Report of ING Continuity Foundation