ING Trust Office holds over 99% of the issued ordinary and preference shares of ING Groep NV. The Trust Office issues bearer depositary receipts in exchange for these shares. The depositary receipts are listed. The depositary receipts can be exchanged, without any restrictions, for the relevant types of shares. A fee may be charged for this.

Formally the depositary receipts do not have any voting rights. Holders of depositary receipts are in practice however fully equated with shareholders with regard to voting. When they attend a meeting of shareholders, either personally or represented by a proxy, they have full voting rights on the Trust Office’s behalf, related to the shares held by the Trust Office. Holders of depositary receipts may vote as they see fit. When they do not attend the shareholders meeting, they can issue binding voting instructions to the Trust Office. The Trust Office has made it easier for votes to be cast in this way by putting arrangements in place for proxy voting.

The Trust Office decides for itself how to vote in the case of shares for which it has not issued proxy votes to holders of depositary receipts and has not received any voting instructions. The way in which the Trust Office votes will reflect the interests of the holders of depositary receipts, but will also take account of the interests of ING Groep N.V., the businesses of ING Group and its group companies and all other ING Group stakeholders, so as to ensure that all these interests are given as much consideration and protection as possible.

The structure outlined above means that depositary receipts are used to prevent a small minority of shareholders, which coincidentally may form the majority in the meeting, from taking decisions purely to suit themselves in the absence of other parties at the General Meeting of Shareholders.

Abandoning the issue of depositary receipts will not be considered unless the turnout at the AGM in three successive years is at least 35% of the votes which could be cast on the ordinary shares (excluding the preference shares).

The board of the Trust Office comprises five members, who are independent of ING Groep N.V. No ING Group employees or Supervisory Board members are on the board of the Trust Office. The board of the Trust Office appoints its own members, without any requirement for approval by ING Groep N.V. It is the duty of the Trust Office to represent the interests of all holders of depositary receipts, irrespective of whether they attend the general meeting of shareholders.