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I would like to devote some comments to the
annual General Meeting 2009 of ING and, in particular, to explain
the voting behaviour of the Trust Office.
The registration percentage of shareholders/depositary receipt
holders for the meeting was 35.58%, thus once again exceeding the
35% threshold. However, we were disappointed to note that the
upward trend (2007: 36.7%; 2008: 38%) was not sustained. We will
try to establish the causes of this fall which, incidentally, also
occurred this year at other companies. Now that the threshold has
been reached for the third successive year, the future of the
depositary receipts needs to be addressed. More on this below.
The aforementioned percentage of 35.58 corresponds with 713,634,271
shares. This is the number of shares for which the Trust Office
received voting instructions from depositary receipt holders or for
which voting proxies were issued to depositary receipt holders
attending the AGM. In addition, the Trust Office cast 1,291,443,573
votes for those depositary receipt holders who did not take part in
the votes.
The Trust Office’s voting behaviour is based in the first place on
the Trust Office Board’s own independent opinion. That opinion was
partly determined by the talks held in the preceding months with
the ING Executive Board when the special circumstances and state
support operations gave cause for this. At the meeting, careful
note was taken of the oral explanations, the answers to questions
from the audience (including the Trust Office) and the discussions.
All this resulted in the Trust Office in favour of all resolutions
proposed at the annual General Meeting 2009.
In connection with the Corporate Governance agenda item, the future
of depositary receipts was naturally also raised. The Trust Office
took note of ING’s statement that under the current circumstances
it is not in ING’s interest to make a far-reaching decision such as
the abolition of depositary receipts. The Trust Office showed
understanding for this standpoint and subscribed to ING’s reasoning
and conclusion. The Trust Office does however expect to receive
from ING a clear indication of its intentions regarding the
corporate governance and, in particular, the issuance of depositary
receipts before the AGM 2010.
Against the backdrop of the exceptional developments in the past
year, whose causes and consequences are still not entirely clear,
the Trust Office asked itself whether discharge of the members of
the Executive Board and Supervisory Board would be premature at
this stage. In reaching its decision the Trust Office took account
of the fact that, particularly under the current circumstances,
non-discharge would not be in the interests of ING as this could be
interpreted as a sign of distrust. All things considered, the Trust
Office voted to give discharge to the members of the Executive
Board and the Supervisory Board in respect of the duties
performed.
The Trust Office voted for the appointments of Mr Hommen and Mr
Flynn as members of the Executive Board and wished them, as well as
the other members of the Executive Board, every success.
Some time before the meeting the Trust Office held interviews with
the three proposed new members of the Supervisory Board. The Trust
Office studied the arrangements made with the State about the role
of the Supervisory Board members who are appointed upon the
nomination of the State and emphasises that these members must also
perform their duties without restrictions or obligation to
confer.
Subsequently, the Trust Office voted for the reappointment of Mr
Van der Lugt and the appointments of Mrs Bahlmann as well as Messrs
Van der Veer and De Waal as members of the Supervisory Board and
also wished them, as well as the other members of the Supervisory
Board, every success.
Finally, the Trust Office voted for the proposals for the issuance
or acquisition of shares or depositary receipts thereof. However,
the Trust Office did suggest that both decision-making items which
encapsulate a double decision should be put to the vote in two
parts at a future meeting, so that it is clearer what the voters
are for or against.
Now that ING has deferred a decision on the depositary receipts,
the Trust Office will give renewed and detailed consideration to
the question whether there are ways of fulfilling its tasks even
more effectively. We will certainly return to this aspect before
the AGM 2010.
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