An extraordinary General Meeting of ING Group was held on 25 November 2009. Just over 31% of the eligible voting share capital was present or represented (excluding the ING Trust Office), which is less than at the ordinary shareholders’ meetings since 2007. Shareholders and holders of depositary receipts were asked to take two decisions during the meeting.

The first decision concerned the approval of a resolution of the Executive Board regarding an important change of the identity or character of ING. This was on whether ING should abandon the bank-insurer concept and divest itself of its insurance operations (including the investment management operations). No announcements could be made on the way this would take place. It was, however, explained that shareholders and holders of depositary receipts would be consulted on separate disposals if this was required by law or under the articles of association.

The second decision concerned authorisation to issue ordinary shares up to an amount of €7.5 billion. The issue is mainly intended to repay half of the €10 billion borrowings to the Dutch State.

The Trust Office considered these two issues carefully and its deliberations were helped by the information and explanations provided by ING before and during the meeting.

The Executive Board made it clear that rejection of the proposals would mean that the requirements of the European Commission could not be met and that this would result in a long period of great uncertainty with an unclear outcome. Furthermore, submitting an appeal against the decision of the European Commission would not cause it to be suspended.

At least as important was that the Executive Board had made it clear that the benefits obtained from the bank-insurer concept in good times in fact create additional disadvantages in adverse times. By contrast, the Executive Board expects that both the banking and insurance operations are strong enough to have healthy independent futures.

The Trust Office decided that it would be in the interests of the shareholders and holders of depositary receipts and of ING to agree to the proposals. Consequently, the votes in favour were over 99% and 98% respectively. Excluding the votes of the Trust Office, the percentages in favour were 97.6% and 95.4% respectively. This was an expression of great confidence in the management of ING and that is certainly of great importance in such times.