Voya 2014 Annual Report Download - page 80

Regulation by Dutch Authorities
The Dutch Central Bank (De Nederlandsche Bank, or “DNB”) is the supervisor of ING Group. DNB
supervises and assesses the financial situation of ING Group as a whole, which may include the operations of the
Company and its subsidiaries. The ongoing divestment of the Company by ING Group continues to be subject to
the oversight of the DNB. This supervision of compliance with regulatory requirements includes the topics of
capital adequacy, risk concentration and intra group contracts and positions as well as rules regarding the
operations of ING Group.
Dutch State Transactions and Restructuring Plan
In November 2009, the 2009 Restructuring Plan received formal EC approval and the separation of
insurance and banking operations and other components of the 2009 Restructuring Plan were approved by ING
Group’s shareholders.
On November 19, 2012, ING Group and the EC announced that the EC approved the 2012 Amended
Restructuring Plan. The 2012 Amended Restructuring Plan requires ING Group to divest at least 25% of the
Company by December 31, 2013, more than 50% of the Company by December 31, 2014, and 100% of the
Company by December 31, 2016. ING Group divested 25% of the Company on May 7, 2013, in our initial public
offering and an additional 4% on May 31, 2013 following the exercise by the underwriters in the initial public
offering of an option to purchase additional shares. ING Group divested an additional 14% of the Company in
October 2013, in a registered offering. ING Group further divested additional shares of the Company’s common
stock in a series of transactions in March 2014, September 2014 and November 2014, each of which included a
sale of shares in a registered public offering as well as a repurchase by Voya Financial, Inc. of shares of common
stock directly from ING Group. These additional transactions reduced ING Group’s ownership of Voya
Financial, Inc. to 19%. In case ING Group does not satisfy its commitment to timely divest the Company as
agreed with the EC, or in case of any other material non-compliance with the 2012 Amended Restructuring Plan,
the Dutch State will renotify the recapitalization measure to the EC. In such a case the EC may require additional
restructuring measures or take enforcement actions against ING Group, or, at the request of ING Group and the
Dutch State, could allow ING Group more time to complete the divestment.
In addition to these divestment requirements, the 2012 Amended Restructuring Plan also places certain
conditions and restrictions on ING Group’s business and operations, which could also apply to our business and
operations. It is possible that we could be subject to all or a portion of these requirements as long as ING Group
has a sufficient interest in our common stock.
The 2012 Amended Restructuring Plan requires ING Group to refrain from acquisitions of financial
institutions. As a result, we may be prevented from making any such acquisitions for so long as ING Group
continues to hold a sufficient interest in our common stock. In certain cases, the EC may grant its approval for an
acquisition that would otherwise be prohibited by the 2012 Amended Restructuring Plan, in particular if such
acquisition is essential in order to safeguard financial stability or competition in relevant markets. This
acquisition ban will apply until the earlier of November 18, 2015, and the date on which ING Group has divested
more than 50% of its insurance and investment management operations in each of Asia, the United States and
Europe. The divestment of 50% of ING Group’s insurance and investment management operations is measured
in terms of a divestment of over 50% of the shares in these operations, the loss of ING Group’s majority of
directors on the boards of these operations and the accounting deconsolidation of the operations in line with IFRS
accounting rules.
In operating our business, we may have to abide by these requirements of the EC, including any future
decisions, guidance or interpretation of the EC, that may be applicable to Voya Financial, Inc. possibly for as
long as ING Group has a sufficient interest in our common stock.
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