ING Direct 2015 Annual Report Download - page 145

Contents
Who we are
Report of the
Management
Board
Corporate
Governance
Consolidated
annual accounts
Parent company
annual accounts
Other
information
Additional
information
Notes to the Consolidated annual accounts of ING Bank - continued
The calling or buy-back of Tier 2 capital and Tier 1 Hybrid Securities continued to be proposed for authorisation to the European
Commission on a case by case basis until the full repayment of the core Tier 1 securities to the Dutch State, but ultimately until 18
November 2014, whichever date came first. Notwithstanding this restriction, ING was allowed to call the EUR 1.25 billion Hybrid
originally issued by ING Verzekeringen N.V. on 21 December 2012. With full repayment of the core Tier 1 securities to the Dutch State
on 7 November 2014, these restrictions ended as of that date.
The 2012 amended Restructuring Plan included a repayment schedule for the remaining core Tier 1 securities to the Dutch State as
described in the above-mentioned section ‘Repayment non-voting equity shares’. As indicated, on 7 November 2014 the repayment of
the core Tier 1 securities to the Dutch State was completed.
The implementation of the commitments and obligations set out in the (amended) Restructuring Plan was monitored by a monitoring
trustee who is independent of ING until 31 December 2015.
The 2012 amended Restructuring Plan was formally approved by the European Commission, by decision of 16 November 2012. As a
result, the Commission closed its formal investigations as announced on 11 May 2012 and ING also withdrew its appeal at the General
Court of the European Union, filed in July 2012. For principal legal reasons the EC continued with its appeal against the General Court
ruling of March 2012. However, as part of the agreement of 19 November 2012, ING, the Dutch State and the EC agreed that the
outcome of this appeal would not affect the EC approval of the 2012 amended Restructuring Plan. The EU Court of Justice rendered a
final judgement on 3 April 2014 and dismissed the EC’s appeal against the General Court ruling of March 2012.
Amendments to the Restructuring Plan in 2013
In November 2013, ING announced further amendments to the Restructuring Plan. ING announced that it would expand the scope of
the base case Initial Public Offering (IPO) of NN Group to include ING Life Japan. In that context, ING and the Dutch State reached an
agreement with the EC on revised timelines for the divestment process of ING Life Japan and ING’s European insurance and
investment management activities.
As part of the previously announced amended restructuring agreement with the EC in 2012, ING planned to divest more than 50% of
ING’s Asian insurance and investment management businesses by the end of 2013. Under the revised timelines announced, ING
committed to divest ING Life Japan in line with the divestment timeline for ING’s European insurance and investment management
activities. This meant that the timeline to divest more than 50% of ING Life Japan had effectively been extended to year-end 2015,
which was also the unchanged timeline to divest more than 50% of ING’s European insurance and investment management
businesses. As part of the revised 2013 agreement, ING agreed to accelerate the timeline to complete the divestment of 100% of ING’s
European insurance and investment management activities by year-end 2016.
The amendments to the restructuring plan of 2013 were formally approved by the European Commission by decision of 5 November
2013.
Status of the European Commission Restructuring Plan
ING has completed most commitments of the restructuring plan. The following steps were taken in 2015:
In March 2015, ING Group sold its remaining 18.9% stake in Voya. As agreed, ING Group divested its remaining stake before year-end
2016. Reference is made to Note 54 ‘Other events’.
In May 2015, ING Group divested NN Group for more than 50% and deconsolidated NN Group in line with IFRS-EU. In September 2015,
ING Group brought down its stake in NN Group to 25.8%; ING Group needs to divest 100% of NN Group by year-end 2016. With the
deconsolidation of NN Group, the restrictions from the EC decision of November 2012 on acquisitions and on price leadership no longer
applied. The deconsolidation on NN Group also ensured that ING Group completed two other commitments: the required 45%
decrease of its balance sheet and the elimination of its double leverage.
ING Group committed to divest and create NN Bank – as part of NN Group – as a viable, stand-alone and competitive business with a
broad product portfolio and a growth path to become a mid-sized player in the Dutch market. Several detailed commitments needed
to be met, including targets for mortgage production and consumer credit production as well as the commitment that NN Bank should
be sufficiently capitalised to execute its long-term growth plan and in any case to ensure growth to about 2016, which included a
commitment to make available to NN Bank additional capital up to an amount of EUR 120 million if and when needed but ultimately
just before the date on which ING Group has deconsolidated NN Group (if the Basel III leverage ratio becomes mandatory or when NN
Bank needs capital to execute its business plan).
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