ING Groep publishes proxy materials for 2016 AGM; Proposes to abolish depositary receipt structure

ING Groep N.V. (ING) today published the proxy materials for its annual General Meeting (AGM), to be held on Monday, 25 April 2016, in Amsterdam. The proxy materials, including the agenda for the AGM, are available on the ING website (www.ing.com/agm).

The agenda includes, most notably, a proposal to amend ING's Articles of Association to reflect proposed changes to the company's corporate governance, including the abolishment of the depositary receipt structure via Stichting ING Aandelen (ING Trust Office). For the avoidance of doubt, ING's American Depositary Receipts (ADR's) which are traded on the New York Stock Exchange, will stay in place.

As mentioned in its 2015 Annual Report, ING has conducted a review of the company's corporate governance, including the depositary receipt structure. In the current structure the Trust Office has always enabled depositary receipt holders to exercise their voting rights. In addition, the ING Trust Office has voted on behalf of depositary receipt holders who did not make use of their voting rights, which was particularly relevant in case of a low attendance. However, the attendance rate at ING's AGM has been steadily increasing in recent years, averaging over 50%. Given this increasing number of investors actively participating in shareholders meetings, the purpose of the depositary receipt structure has become less relevant.

The decision to abolish the depositary receipt structure is subject to the 2016 AGM adopting proposed amendments of the Articles of Association that reflect the outcome of the corporate governance review. The ING Trust Office has advised ING that it will cooperate in abolishing the depositary receipt structure if the AGM adopts the proposal. In that event, ING and the ING Trust Office will take the necessary steps to arrange for the exchange of the depositary receipts for ordinary shares in ING. Practical details on the exchange process will be made available on www.ing.com. The separate arrangement with the ING Continuity Foundation regarding its call option to acquire preference shares in ING Group under certain circumstances will remain in place.

The agenda for the AGM also includes the proposal to re-appoint Wilfred Nagel to the Executive Board of ING Group. His current term will expire at the end of the AGM on 25 April 2016. The nomination for the reappointment of Wilfred Nagel is based on his valued contribution as chief risk officer and member of the Executive Board in his present term of appointment, and his strong management skills. Wilfred Nagel has operational and international experience in both the front office and risk management. He has worked in many of ING's core geographies including the Americas, Asia and Central and Eastern Europe, as well as in the Netherlands.

It is also proposed to the AGM to appoint Ann Sherry (1954, Australian) as member of the Supervisory Board. Ann Sherry's nomination is based on her background in the financial sector and her knowledge and experience in both managing and supervising large international companies. Since 1 January 2016, she serves as Chairwoman of Carnival Australia, the leading cruise operator in Australasia and the South Pacific. She has also been a director at ING DIRECT Australia since 2012. From 2007 until 1 January 2016 she was the Chief Executive Officer of Carnival Australia. Between 2002 and 2007, she was CEO Westpac New Zealand and Group Executive New Zealand & Pacific. Prior to that role, she served as the CEO of Bank of Melbourne. With her successful track record, Ann Sherry will be a valuable addition to the Supervisory Board of ING. The proposed appointment is subject to approval by the European Central Bank.

Joost Kuiper has decided to resign from the Supervisory Board for health reasons. Mr. Kuiper has been member of ING's Supervisory Board since 2011. "I want to thank Joost for his commitment, his important contributions and his very good cooperation in the past years. His in-depth knowledge of the banking industry has been extremely valuable for ING. I wish him all the best for the future," said Jeroen van der Veer, chairman of the Supervisory Board.

Full details of all voting items, including the aforementioned proposals, are included in the proxy materials published today. The proxy materials also include the 2015 Annual Report of ING including the Annual Accounts and the reports of the Executive Board and the Supervisory Board as published on 2 March 2016, as well as other information and documents as required by law.

Note for editors

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ING Profile 

ING is a global financial institution with a strong European base, offering banking services through its operating company ING Bank and holding a significant stake in the listed insurer NN Group NV. The purpose of ING Bank is empowering people to stay a step ahead in life and in business. ING Bank's more than 52,000 employees offer retail and commercial banking services to customers in over 40 countries.

ING Group shares are listed (in the form of depositary receipts) on the exchanges of Amsterdam (INGA NA, ING.AS), Brussels and on the New York Stock Exchange (ADRs: ING US, ING.N).

Sustainability forms an integral part of ING's corporate strategy, which is evidenced by ING Group shares being included in the FTSE4Good index  and in the Dow Jones Sustainability Index (Europe and World) where ING is among the leaders in the Banks industry group.