Report of ING Continuity Foundation
Stichting Continuïteit ING, a foundation organised under the laws of the Netherlands, established in Amsterdam, was founded on 22 January 1991. By amendment of the Articles of Association on 23 June 2003, the former name ‘Stichting Cumulatief Preferente Aandelen ING Groep’ was changed into Stichting Continuïteit ING (‘ING Continuity Foundation’).
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 up on said shares.
In 2008 the Board of ING Continuity Foundation (the ‘Board’) met three times, namely on 28 January, 2 April and 3 December.
The composition of the Board is currently as follows: Sebastian Kortmann, who was appointed chairman of the Board as of 2 April 2008, Allard Metzelaar, who was reappointed as of 12 May 2008, Wim van Vonno and Peter Wakkie, who was appointed as of 1 August 2008. Ad Timmermans, the former chairman of the Board, retired as of 1 January 2008 reaching the age limit of 70 as referred to in the Articles of Association of ING Continuity Foundation.
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, 16 MARCH 2009
BOARD OF STICHTING CONTINUITEIT ING
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