Stakeholder appreciation for results in tough business climate

The Meeting accepted the dividend proposal for 2007. This means that the total dividend for 2007 has been determined at EUR 1.48 per (depositary receipt for an) ordinary share. Taking into account the interim dividend of EUR 0.66, which was paid in August 2007, the final dividend amounts to EUR 0.82 per (depositary receipt for an) ordinary share, which will be paid fully in cash.

Up for discussion was the remuneration report (pp 76-86 of the 2007 Annual Report), which sets out the remuneration for the Executive Board and the Supervisory Board.

The chairman, Jan Hommen, gave a brief explanation and in response to some comments on the height of the salaries said that “this compensation is in line with the market, which is very competitive. We don’t want to raise talent only to see them leave to go work elsewhere.”

During his presentation, Jan-Willem Vink, head of Legal Affairs, said that ING is very much in favour of electronic voting (voting via the internet) and that at ING the legal infrastructure is in place. “But we haven’t been able to find a supplier due to the high security demands and cross-border identification requirements. What’s more, there is no legislative infrastructure to support cross-border voting; for example, there is no uniform definition of ‘shareholder’ within the EU. Under such circumstances, it’s hard to facilitate e-voting.”

The ‘turnout’ (38.69%) at the meeting again triggered remarks on the position of the ING Trust Office. Several in the audience wanted to know what the plans were for after the 2009 GMS, when the hurdle (at least 35% of the votes on ordinary shares represented for three consecutive years) will – hopefully – be met for the third time. They wanted to know whether the Trust Office would then be abolished or not.

Jan Veraart, chairman of the ING Trust Office: “Next year, if the 35% hurdle will be met again, which we sincerely hope, we will look at how to proceed further with the Trust Office following the meeting. He also referred to the Report of the ING Trust Office, pp. 71-72, 2007 Annual Report.

Hommen said “that when the 35% hurdle will be met again in 2009, we will look at the position of the Trust Office, also considering the circumstances at that moment, which is a very common thing to do in business.”

The annual General Meeting of Shareholders approved the reappointment of Eric Boyer de la Giroday and Eli Leenaars, who were first appointed to the Executive Board in 2004. Boyer de la Giroday is responsible for Wholesale Banking and Leenaars for Retail Banking.

Upon a remark from the audience, about the diversity in the two Boards regarding gender, Hommen replied that “both Boards favour female participation. Internally, we’re working hard on this issue.”

Later, at the discussion of any other business, Tilmant added to this: “I’m chairman of ING’s Diversity Council and we look how we can accelerate this process (women to the top). It’s much easier in the US, where two out of five executive are already female. We have a number of programmes in place to promote it. It’s on the top of our minds, but frustratingly difficult.”

The meeting reappointed supervisory director Mr. Eric Bourdais de Charbonnière and appointed Mrs. Joan Spero, Mr. Harish Manwani, Mr. Aman Mehta and Mr. Jackson Tai as new Supervisory Board members. Hommen congratulated them on their appointment and welcomed them to the Supervisory Board. With the new supervisory directors on board from the US and Asia, the composition of the Supervisory Board is balanced, reflecting ING’s character, culture and key markets.

These four new members have confirmed to be independent as defined in the Dutch Corporate Governance Code. Their appointment was approved by the Dutch central bank.

Hommen thanked Mrs. Luella Gross Goldberg, who retired after the annual General Meeting of Shareholders in 2008. “You served on ING’s Supervisory Board for seven years and you were the first woman on the Board and the first director from the US. You cared deeply for this organisation and its people and you were known for your impeccable judgement and terrific determining of the right person for the right job. You never missed one single meeting. Thank you – we’ll miss you.”

He continued to announce that Wim Kok, who will turn 70 in 2008, will stay on for one more year. Kok is currently chairman of the Audit Committee. This way, the composition of the Board will be balanced. Kok will resign in 2009. Godfried van der Lugt and Hommen will be eligible for reappointment in 2009.

All agenda items that were voted on were accepted with a large majority.

The draft minutes of the Shareholders’ meeting will be available at www.ing.com at the end of July 2008.