ING Reforms Corporate Governance Structure

January 17, 2003

Holland’s ING Group, one of the world’s largest providers of insurance and financial services, has announced plans to implement a number of changes in its corporate governance structure.

“The new proposals aim at a balanced corporate-governance structure with more influence for the shareholders and holders of depositary receipts,” said the company. “All voting-right restrictions for shareholders and holders of depositary receipts will be lifted and the role of the Trust Offices (Stichting Administratiekantoor and Stichting Cumulatief Preferente Aandelen) involved in ING’s corporate governance will change considerably.”

Details have been worked out with Dutch regulatory and labor representatives to establish a separate Supervisory Board for ING Netherlands. “At Group level this change implies that the members of the Executive Board and the Supervisory Board will be directly appointed by the General Meeting of Shareholders (GSM) following a nomination by the Supervisory Board,” said the announcement.

“The proposed new steps mainly concern the influence and say in the decision-making of shareholders and depositary-receipt holders. Holders of depositary receipts will be able to cast a vote at the GSM, or give a proxy, under all circumstances — even in the case of a hostile takeover — and without restrictions,” said the bulletin.

The reforms remove present restrictions limiting the rights of depositary-receipt holders (the company’s shares are traded on the NYSE), especially in cases involving hostile takeover bids. They will also be able to exchange their certificates for ordinary shares without any restrictions, which are now limited to 5% of the issued share capital.

ING will also introduce proxy voting and will “create the opportunity for depositary-receipt holders to transfer the proxy granted to him/her to a third person, who may also collect a number of proxies (‘proxy solicitation’).”

“We aim for a modern corporate-governance structure, a sophisticated management system that enhances transparency, does justice to the interests of all stakeholders and at the same time guards the long-term interests of the Group. With the new measures we respond to shareholders’ demands to have a greater say,” stated Ewald Kist, chairman of the Executive Board of ING Group.

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