ING General Meeting. Amsterdam - 27 April 2009

Transcription

1 ING General Meeting Amsterdam - 27 April

2 Agenda item 1 Opening remarks and announcements ING General Meeting

3 2009 General Meeting On the Record date, 30 March 2009, the issued capital of the company consisted of: 2,063,147,969 ordinary shares No votes can be cast on 57,541,543 ordinary shares as the depositary receipts for those shares were held by the company on the Record date Consequently, a total of 2,005,606,426 votes can be cast ING General Meeting

4 Agenda item 1 Opening remarks and announcements ING General Meeting

5 Agenda item 2A discussion item Report of the Executive Board for 2008 See Annual Report, pages 10 to 51 ING General Meeting

6 ING 2008 Results Koos Timmermans Chief Risk Officer Acting Chief Financial Officer

7 In 2008, ING posts full-year loss; banking remains profitable ING s 2008 results were adversely impacted by the global financial crisis Turmoil in financial markets caused a sharp decline in results for ING s insurance operations Banking reported positive net results despite the challenging circumstances Steps taken to strengthen ING: Several de-risking actions Capital support facility of EUR 10 billion Illiquid Assets Back-up Facility for Alt-A portfolio ING General Meeting

8 Key figures over the past five years ING GROUP Income (in EUR million) 66,291 76,587 73,621 71,120 68,171 Underlying net result (in EUR million) ,241 7,750 6,234 4,959 Earnings per share Total assets (in EUR billion) 1,332 1,312 1,226 1, ING Group debt/equity ratio 13.8% 9.5% 9.0% 9.4% 10.2% Bank Tier-1 ratio 9.32% 7.39% 7.63% 7.32% 6.92% Assets under management (in EUR billion) ING s capital and solvency ratios are within target ING General Meeting

9 Market deterioration led to significant impairments and negative revaluations across almost all asset classes FY08 FY07 (in EUR million) Bank Insurance Group Group Commercial result before risk costs 5,263 2,057 7,319 7,605 Impairments, etc on pressurised assets -2, , Impairments on equity securities ,376-1, Impairments on other debt securities Impairments and losses -2,625-2,455-5, Revaluations on real estate , Revaluations on private equity Revaluations , Equity capital gains/ equity hedge 30 1,181 1,211 3,197 Equity related DAC unlocking FX hedge/other* Other market impacts ,109 Risk costs Bank -1,280-1, Underlying result before tax 449-1, ,080 Tax and third-party interests ,872 Underlying net result ,208 Divestments and special items Total net result 454-1, ,241 * Other includes FX hedges and other market-to-market valuations Numbers may not add up due to rounding ING General Meeting

10 Banking: Lower result driven by impairments, negative revaluations and risk costs Underlying result before tax (in EUR million) Wholesale Banking Retail Banking ING Direct Q07 1Q08 2Q08 3Q08 4Q Q07 1Q08 2Q08 3Q08 4Q Q07 1Q08 2Q08 3Q08 4Q underlying result before tax: EUR 609 million 2008 underlying result before tax: EUR 1,691 million 2008 underlying result before tax: EUR -1,125 million ING General Meeting

11 Insurance: Financial markets downturn and volatility reduce earnings Underlying result before tax (in EUR million) Insurance Europe Insurance Americas Insurance Asia/Pacific Q07 1Q08 2Q08 3Q08 4Q Q07 1Q08 2Q08 3Q08 4Q Q07 1Q08 2Q08 3Q08 4Q underlying result before tax: EUR 651 million 2008 underlying result before tax: EUR -534 million 2008 underlying result before tax: EUR 116 million ING General Meeting

12 Steps taken to strengthen ING De-risking actions EUR 10 billion capital strengthening Illiquid Asset-Back-up Facility ING General Meeting

13 De-risking actions Steps taken in 2008 ING de-risked its balance sheet, reducing exposure to equities, interest rates, and asset backed securities Equity hedges were put into place Sale ING Life Taiwan and interest rate swaps Closed several CDO positions Reduced activities in Leveraged Finance and Financial Markets Product de-risking Underwriting standards were tightened Product redesign ING General Meeting

14 Steps taken to strengthen ING De-risking actions EUR 10 billion capital strengthening Illiquid Asset-Back-up Facility ING General Meeting

15 ING s capital ratios were above their targets when the crisis deepened in September 2008 ING Bank Tier-1 ratio Floor Tier-1 7.2% ING Insurance Capital Coverage Ratio Floor Core Tier-1 5.4% 9.00% 9,00% 300% Floor 150% 250% 6.00% 6,00% 200% 150% 3.00% 3,00% 100% 1Q03 3Q03 1Q04 3Q04 1Q05 3Q05 1Q06 3Q06 1Q07 3Q07 1Q08 2Q08 1Q03 3Q03 1Q04 3Q04 1Q05 3Q05 1Q06 3Q06 1Q07 3Q07 1Q08 2Q08 GAAP IFRS GAAP IFRS ING Group D/E Ratio 25% 20% 15% 10% 5% 0% 1Q03 2Q03 3Q03 4Q03 1Q04 2Q04 3Q04 4Q04 1Q05 2Q05 3Q05 4Q05 1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 Dutch GAAP IFRS maximum target ING General Meeting

16 Stock markets declined, credit spreads widened Stock Markets Credit Spreads 3, , , , , , , , , January 2008 April 2008 July 2008 October 2008 January 2009 January 2008 April 2008 July 2008 October 2008 January 2009 FTSE Eurotop 100 Index S&P 500 (right-hand side) CDIX 5 Year ITRAXX Europe ING General Meeting

17 Unprecedented crisis affected ING s share price Relative performance 30 June March September: Lehman Brothers collapses Sept-Oct: Increasing short selling particulary of large banks in small countries fuels concerns september: Fortis, ABN AMRO nationalised 14 October: US government announces USD 250 bn plan to purchase bank stakes 26 January: Dutch government extends Illiquid Assets Back-up Facility to ING October: RBS, Lloyds, TSB and HBOS receive a total capital injection of GBP 37 billion from the UK government, leading to a rise in capital ratio norms 19 October: Dutch government injects EUR 10 billion into ING jun jul aug sep okt nov dec jan feb mrt- 09 ING MSCI World Banks MSCI World Insurance ING General Meeting

18 As the crisis deepened, market expectations for capital increased Expectations for capital levels changed following the massive capital injections in financial institutions worldwide ING had maintained a target ratio of at least 7.2% (Core Tier-1 5.4%) in line with AA rating requirements In October markets began to demand Core Tier-1 ratios of 7-8% for banks Investors turned to basic metrics like asset leverage ING General Meeting

19 EUR 10 billion capital strengthening Characteristics of core Tier-1 securities Issue of 1 billion non-voting core Tier-1 securities at a price of EUR 10 per security to the Dutch state Qualifies as Core Capital for Dutch Central Bank Flexibility as to coupon payment and security redemption: a coupon of 8.5% is paid only if a dividend is paid to common shareholders EUR 10 billion remains as IFRS equity on ING s balance sheet and is mainly invested in government bonds Exit options ING has the right to buy back all or some of the securities at any time at 150% of their issue price ING has the option to convert at par after three years ING has the option to seek other sources of Tier-1 capital to replace the securities ING General Meeting

20 ING s key capital and solvency ratios then moved in line with new international norms ING Bank Tier-1 ratio 10% 8% 6% 4% 2% 0% 7.4% 5.8% 8.5% 10.0% 6.5% 8.0% 9.3% 7.3% Q2008 4Q2008 Tier-1 ratio Core Tier-1 7.2% ING Insurance capital coverage ratio 300% 250% 200% 150% 100% 50% 0% 244% 293% 260% 256% Q2008 4Q % ING Group D/E ratio ING AFR/EC 25% 20% 15% 10% 5% 0% 9.5% 14.4% 8.4% 13.8% Q2008 4Q % - 15% 160% 120% 80% 40% 0% 138% % 144% 3Q % 150% 4Q % - 120% Target pro forma including capital injection ING General Meeting

21 Steps taken to strengthen ING De-risking actions EUR 10 billion capital strengthening Illiquid Asset-Back-up Facility ING General Meeting

22 Alt-A RMBS fulfilled ING Direct s desired interest rate and credit risk profile Why invest in US RMBS? ING Direct has a Thrift license in the US and has regulatory obligation to invest at least 55% of its assets in mortgage related assets Why invest in Alt-A RMBS? To prevent a concentration risk in agency paper and to manage interest rate sensitivity Growth in savings exceeded our own-originated mortgages Alt-A RMBS: assets with short duration that meet internal and regulatory requirements ING General Meeting

23 Asset-backed securities are 5% of ING s assets Breakdown of ING s assets and investments 281 bln Total assets: EUR 1,332 bln 103 bln 70 bln 258 bln Investments: EUR 258 bln** 5.8 bln 3.2 bln 87 bln 72 bln ABS: EUR 72 bln 3.5 bln 7.3 bln 7.4 bln 1.8 bln 19.0 bln 33.7 bln 620 bln 27 bln 63 bln Loans and receivables* Financial assets at fair value through P&L Cash and amounts due from banks Other Investments Corporate bonds Covered bonds Government bonds Equities Other ABS Prime RMBS (US and non-us) Subprime RMBS Other ABS CMBS CDOs/CLOs Alt-A RMBS * Loans and receivables to customers includes EUR 12 billion European asset-backed products **EUR 228 bln AFS and EUR 15 bln HtM ING General Meeting

24 In 2008 mortgage-backed securities prices declined significantly US house prices sharply declined in 2008 as the US economy slowed This impacted prices of mortgage-backed securities, and the deterioration of prices was aggravated by a lack of liquidity ING has invested in the highest quality segments of US Alt-A RMBS ING General Meeting

25 IFRS accounting and Basel II exacerbate capital consumption of Alt-A RMBS ING s Alt-A RMBS portfolio triggered three main issues (1) Deteriorating market values reduced shareholders equity due to accounting treatment for AFS investments (2) Under IFRS accounting any underlying credit loss translates into an impairment through the P&L of that security to its current market price (e.g. in 4Q EUR 303 million credit loss triggered EUR 1.8 billion pre-tax impairments) (3) Under Basel II the risk-weights of asset-backed securities sharply increase when ABS are downgraded by the rating agencies ING General Meeting

26 Characteristics of Alt-A facility Illiquid Assets Back-up Facility ING transfers 80% economic ownership of Alt-A RMBS to the Dutch State at 90% of par; as a result, ING misses EUR 400 million in interest income per year Cash Flows after Illiquid Assets Back-Up Facility Cashflow Alt-A RMBS The transaction: Reduces ING s risk of potential future Alt-A impairments by 80% Reduces risk-weighted assets, increases the Bank s Tier-1 ratio by 40 bps Significantly reduces the uncertainty regarding the impact of revaluations, any future losses in the Alt-A portfolio, and RWA migration Dutch State 80% of Alt- A RMBS cash flow Principal and risk free rate on Receivable ING ING General Meeting

27 In 2008, ING posts full-year loss; banking remains profitable ING s 2008 results were adversely impacted by the global financial crisis Turmoil in financial markets caused a sharp decline in results for ING s insurance operations Banking reported positive net results despite the challenging circumstances Steps taken to strengthen ING: Several de-risking actions Capital support facility of EUR 10 billion Illiquid Assets Back-up Facility for Alt-A portfolio ING General Meeting

28 Looking ahead In 2009, ING will operate in a difficult economic climate Main uncertainties: Financial market developments Residential and commercial real estate markets Further deterioration of global economy: loan loss provisions remain at elevated levels ING General Meeting

29 Taking ING Back to Basics Strategic Update Jan Hommen CEO-Designate Chairman of the Supervisory Board

30 Change programme Strengthen financials and navigate through the crisis Reduce costs Manage and reduce risk and capital exposures De-leverage balance sheet (reduce assets, preserve equity) Focus on fewer, coherent and strong businesses Review portfolio of businesses Reduce number of markets in which ING operates Simplify the group Invest to reinforce franchises in markets we focus on Drive operational and commercial excellence Consolidate positions using acquisitions where needed Continue to adapt to customers needs Build a stronger organisation Steer on operational and commercial performance with clear accountability Outward-looking and responsive to customer needs Simplify governance, further strengthen Finance & Risk, and reduce complexity ING General Meeting

31 Cost reduction on track to realise EUR 1 billion in 2009 Operating expense reduction FTE reduction Cost reduction on track to realise EUR 1 billion in 2009 More than half of expected 7,000 FTE reduction has already been achieved 4,000 FTE reduction completed (Feb 09) 3,000 To follow ,000 Total FTE reduction target Further cost reduction being investigated by steering towards operational and commercial excellence and review of staff functions ING General Meeting

32 De-risking measures are on track Direct equity exposure reduced (EUR bln) ,6 12, ,9 1,9 3,9 3,4 YE2007 YE2008 Pro-forma after sale of ING Equity stakes ING Bank Canada Equity holdings ING insurance Interest rate risk reduced Sale of Taiwan Life business eliminated largest single exposure to interest rates In Europe, duration of assets has been lengthened to approximately 9 years, matching liabilities Alt-A exposure reduced by 80% EUR 3.8 bln Alt-A* EUR 21.6 bln Receivable * = fair value of the EUR 5.5 bln amortised cost retained by ING Note: USD/EUR = 1.3 Shareholders equity EUR 4.6 bln Additional measures underway Reclassification of CMBS, RMBS and covered bonds reduced accounting risk and volatility of IFRS equity (EUR 22 bln in January) Financial institutions exposure being gradually reduced Reducing investment portfolio at ING Direct and shifting to ING-originated assets Further tightening underwriting criteria ING General Meeting

33 De-leveraging: Half of 10% B/S reduction target has been realised Realised asset reduction at ING Bank (EUR bln) 1,076 1, bln excl. FX 415 Lending assets Other assets September 2008 February 2009 EUR 55 bln of the promised EUR 110 bln reduction has been realised so far. The 10% target reduction will result in EUR 130 mln reduction in earnings. A second wave of B/S reduction is being investigated ING General Meeting

34 ING s capital and solvency ratios are within target ING Bank Tier-1 ratio ING Insurance capital coverage ratio 7.4% 9.3% Tier-1 ratio Floor 7.2% 244% 256% 5.8% 7.3% Floor 5.4% Core Tier-1 150% ING Group D/E ratio ING Group AFR/EC 10% - 15% 100% - 120% 9.5% 13.5% 138% 137% Floor Target area ING General Meeting

35 Change programme Strengthen financials and navigate through the crisis Reduce costs Manage and reduce risk and capital exposures De-leverage balance sheet (reduce assets, preserve equity) Focus on fewer, coherent and strong businesses Review portfolio of businesses Reduce number of markets in which ING operates Simplify the group Invest to reinforce franchises in markets we focus on Drive operational and commercial excellence Consolidate positions using acquisitions where needed Continue to adapt to customers needs Build a stronger organisation Steer on operational and commercial performance with clear accountability Outward-looking and responsive to customer needs Simplify governance, further strengthen Finance & Risk, and reduce complexity ING General Meeting

36 Crisis is fundamentally changing the financial services industry Less Risk Taking Economies will deleverage Individuals will save more Lending will be done on more prudent terms Increased demand for easier products and services More Regulation Significant tightening in the regulatory environment already under discussion Increased constraints on borrowing, intervention, auditing More Local Banks will be required to be more balanced in each individual country Shift in legal structures from branches to subsidiaries Risk of excess capital and liquidity being trapped in local subsidiaries Higher Capital Needs Regulators will likely start demanding higher solvency for both banks and insurers Should recognise different types of risk and business models All of the above will put pressure on returns. We need to choose where we have the scale and franchise strength to succeed in this environment. Banks and Insurers will need to industrialise and operate on much lower costs in order to thrive. ING General Meeting

37 ING has a number of key strategic advantages in this new environment One of the largest savings banks (customer deposits EUR bln, 2008) A favourable customer loan-to-deposit ratio (%, 2008) JPM ING Chase Bank RBS Santander HSBC Barclays Direct marketing & internet expertise (number of customers mln, 2008) KBC ~85 million customers RBS UBS BBVA Nordea Nordea Santander Barclays BBVA ING Bank KBC HSBC UBS Cost-efficient operator (opex/customer balances %, 2008) JPM Chase ING Egg E-Bank First Direct DC* Hang Seng Bank VW Bank direct Fineco Cahoot JPM Barclays Chase RBS HSBC KBC BBVA Santander Nordea ING Bank * Daimler Chrysler ING General Meeting

38 but we need to focus and reduce complexity Focus on Leadership Positions Focus on leadership positions and attractive growth options Banking Benelux, key countries in Central Europe Strong franchise in Direct Banking Life & Retirement Services in Netherlands, US, Central Europe & Latin America, Asia Reduce Complexity ING has more than 70 individual businesses Active in 48 countries Wider range of activities than almost any other institution Insufficient integration between businesses Reduce Over- Extension ING has a number of small businesses with no clear outlook for market leadership Smallest units consume a disproportionate amount of Group capital Focus on fewer, stronger franchises that form a coherent Group ING General Meeting

39 Portfolio has been assessed on six filters Strategic Priorities Build on strong positions and focus on markets where we have franchise strength Reduce geographic and business scope over time Create a company based on fewer, coherent and strong franchises Financial Priorities Further strengthen financial position by preserving capital Reduce exposure to high financial risk businesses Re-allocate capital from lower-return and riskier businesses Portfolio assessed based on six filters Leadership positions in their markets Overall coherence of the Group Earnings contribution and volatility Capital intensity Returns on capital Funding needs ING General Meeting

40 and we reached the following conclusions Conclusions We had indicated that we would make divestments with proceeds of EUR 2-3 billion over the coming 18 months. EUR 1.4 billion was achieved with sale of ING Canada Following the strategic review, divestments are now expected to total EUR 6-8 billion, with additional divestments to be executed over the coming 3 to 5 years Total of businesses to be divested over time Expected to free up EUR 4 billion in surplus capital Divestments will be pursued as market conditions permit Potential to accelerate if necessary to reinforce capital if markets deteriorate sharply ING General Meeting

41 We are taking decisive actions now to reduce complexity and risk Reduce complexity: Operate Bank and Insurer separately under one Group umbrella Manage the Bank with one management team and an integrated balance sheet Accelerate transformation of Wholesale Bank into a Commercial Bank Real Estate Finance and Development will become part of Commercial Bank Manage the Insurer regionally Narrow focus in US Insurance to Life & Retirement Services Create a Global Investment Manager, including ING Real Estate Investment Management Risk reduction: Variable and Fixed annuities in the US will transition to a new generation of low-risk roll-over products Financial Products division in US will be reduced as assets mature Manage down capital exposure at Real Estate Development and Real Estate Investment Management ING General Meeting

42 Strategy: Predominantly a European Bank ING s banking activities will be based on its proven strengths: gathering savings, distribution leadership, simple propositions and strong marketing and generating assets Retail Banking Benelux: Leading internet-first bank focused on capturing further scale and efficiency gains CEE: Attractive positions managed for growth ING Direct Number 1 Direct Bank Focus on markets with potential to reach significant scale Integrate balance sheet Commercial Banking Focus Commercial Bank mainly on Benelux and CEE European PCM, Specialised Finance and Financial Markets player Reduce international footprint One Bank, One management team, One balance sheet Focused primarily on Europe with selective growth options elsewhere ING General Meeting

43 ING Bank The key building blocks Benelux Retail Bank European Commercial Bank Retail Banking CEE ING Diba ING Direct Western Europe Commercial Result 2008* EUR 1.9 bln Market Position NL: # 1 Belgium: # 4 Benelux: #1 CEE: Top 10 Poland: # 4 Turkey: # 9 Romania: Top 10 # 1 savings bank # 3 Retail Bank # 1 Direct Bank Top 10 Savings bank Focused Bank Focused retail-led banking strategy leveraging established branch banks and ING Direct capability Strong growth optionality in Retail Banking CEE and ING Direct Focused Commercial Bank Key building blocks generated commercial result before tax of 4.6 bln in 2008 ING Direct North America Number 1 Direct Bank Other 0.7 Assess growth plays with most potential * Commercial Result excludes impairments, fair-value changes and other market-related items as well as loan loss provisions ING General Meeting

44 Strategy: Global Insurer in Life & Retirement Services ING s insurance business will leverage its expertise in life and retirement services, focusing on long-term structural leadership positions Benelux US Growth markets Sustain leadership by streamlining operations and investing in clients Focus on Life & Retirement Services Annuities will be transitioned to new low-risk roll-over products Sustain leadership positions in Central Europe, Latin America, key Asian markets One Insurer managed regionally with substantial growth options ING General Meeting

45 ING Insurance - Key building blocks Commercial Result 2008* Market Position Benelux US Life & Retirement Services Central Europe LatAm Pensions EUR 0.8 bln NL: Top 3 Top 3 Retirement Services # 1 in Life and Retirement Services #2 in Retirement Services Global Insurer Focus on life insurance and retirement services Concentrate on markets with leadership positions Strong growth optionality in CEE, LatAm and key Asian markets Key building blocks generated commercial result before tax of 2.1 bln in 2008 Asia/Pacific 0.4 #2 International life insurer Other -0.2 Assess growth plays with highest potential * Commercial Result excludes impairments, fair-value changes and other market-related items ING General Meeting

46 End result: A focused Group with substantial earnings power and growth options Focused market presence Significant capital release # of businesses Expected capital upstream from divestments EUR 4 bln Today Pro Forma Limited impact on earnings power Commercial Result 2008, EUR bln Pro Forma Significant growth potential Commercial Result of key building blocks 2008, pro forma Growth businesses 30% 70% Mature businesses ING General Meeting

47 We will adapt our governance model to our strategy Chairman & CEO CFO CRO Banking Division Insurance Division Retail Direct Wholesale Europe Americas Asia/Pacific One Banking Division, One Insurance Division, responsible for strategy, execution and balance sheet Rigorous monthly performance reviews from top and reinforced accountability Strengthen mandates of the Finance and Risk functions to enable stricter controls Position of Global Investment Manager to be determined ING General Meeting

48 We are going to take ING back to basics on all levels Focused Portfolio Simplified Business Model Customer Focused Culture Narrower business focus Smaller number of stronger franchises Operate Banking & Insurance separately within Group Integrated bank balance sheet Own-originated assets Reduced risk Merit-based culture In touch with customers Decisive and accountable Easier for Customers Motivated Employees Clear Products Efficient Processes Fewer, simplified products Transparency Value for money Integrated Streamlined Industrialised More predictable earnings ING General Meeting

49 Change programme Strengthen financials and navigate through the crisis Reduce costs Manage and reduce risk and capital exposures De-leverage balance sheet (reduce assets, preserve equity) Focus on fewer, coherent and strong businesses Review portfolio of businesses Reduce number of markets in which ING operates Simplify the group Invest to reinforce franchises in markets we focus on Drive operational and commercial excellence Consolidate positions using acquisitions where needed Continue to adapt to customers needs Build a stronger organisation Steer on operational and commercial performance with clear accountability Outward-looking and responsive to customer needs Simplify governance, further strengthen Finance & Risk, and reduce complexity ING General Meeting

50 Agenda item 2A discussion item Report of the Executive Board for 2008 See Annual Report, pages 10 to 51 ING General Meeting

51 Agenda item 2B discussion item Report of the Supervisory Board for 2008 See Annual Report, pages 52 to 54 ING General Meeting

52 2009 General Meeting Present or represented are: - 9 shareholders holders of depositary receipts holding on the Record date (30 March 2009): - 2,062,619,387 ordinary shares permitting 2,005,077,844 votes to be cast - ING Trust Office excluded, 713,634,271 votes (35.58% of the total number of votes), will be cast in the meeting and by means of proxy voting ING General Meeting

53 Agenda item 2C voting item Annual Accounts for 2008 See Annual Report, pages 84 to 244 ING General Meeting

54 Agenda item 2C voting item Annual Accounts for 2008 Number % In favour 1,968,012, Against 2,461, Abstentions 34,067, Excluding ING Trust Office In favour 676,568, Against 2,461, Abstentions 34,067, ING General Meeting

55 Agenda item 3A discussion item Profit retention and distribution policy See Annual Report, page 8 ING General Meeting

56 Profit retention and distribution policy ING Group s profit retention and distribution policy remains unchanged Despite State support, ING maintains full discretion to determine its dividend on ordinary shares It is difficult to foresee whether ING Group will be in a position to pay a dividend in 2009 The interim dividend for 2009 will not automatically be half of the total dividend of 2008 If ING Group resumes payment of dividends, it will continue to do so in relation to underlying cash earnings ING General Meeting

57 Agenda item 3B voting item Dividend for 2008 See Annual Report, pages 8 and 246 ING General Meeting

58 Dividend for 2008 As previously announced in October 2008, ING Group will not pay a final dividend in May 2009 over the year 2008 ING Group already paid an interim dividend of EUR 0.74 per ordinary share (or depositary receipt therefor) in August 2008 ING General Meeting

59 Agenda item 3B voting item Dividend for 2008 Number % In favour 1,999,703, Against 3,600, Abstentions 1,250, Excluding ING Trust Office In favour 708,259, Against 3,600, Abstentions 1,250, ING General Meeting

60 Agenda item 4 discussion item Remuneration report See Annual Report, pages 73 to 82 ING General Meeting

61 Remuneration Executive Board Under the terms of the agreements with the Dutch State: No short-term cash bonus for 2008 and 2009 No long-term incentive for 2008 and 2009 Exit arrangement limited to one-year base salary New remuneration policy for the Executive Board and senior management ( international standards ) to be adopted by the 2010 General Meeting Additional measures taken for other employees Variable remuneration pool reduced by 50% Freeze of senior management salaries ING General Meeting

62 Agenda item 5 discussion item Corporate governance See Annual Report, pages 55 to 66 ING General Meeting

63 Corporate governance Discussion on the position of the ING Trust Office ING General Meeting

64 Agenda item 6 discussion item Corporate responsibility See Annual Report, pages 49 to 51 ING General Meeting

65 Corporate responsibility ING Investment Management has signed up for the UN Principles for Responsible Investment (PRI) EUR 2,295 million sustainable assets under management 63% of the electricity purchased worldwide is derived from wind, solar or water power Over one hundred thousand children in school via the ING Chances for Children programme Financial education initiatives around the world ING s inclusion in independent sustainable benchmarks and indices, such as Dow Jones Sustainability Index and the FTSE4Good Index, acknowledge ING s effort in the field of CR ING General Meeting

66 ING s corporate responsibility strategy We desire to be: A responsible financial services provider A responsible corporate citizen Our key commitments: We lend and invest responsibly We offer our customers sustainable products We are inclusive and clear We play an active role in the community We manage our impact on the environment We engage our employees in sustainability ING General Meeting

67 Agenda item 7A voting item Discharge of the Executive Board in respect of the duties performed during the year 2008 ING General Meeting

68 Agenda item 7A voting item Discharge of the Executive Board in respect of the duties performed during the year 2008 Number % In favour 1,987,710, Against 13,436, Abstentions 3,290, Excluding ING Trust Office In favour 696,266, Against 13,436, Abstentions 3,290, ING General Meeting

69 Agenda item 7B voting item Discharge of the Supervisory Board in respect of the duties performed during the year 2008 ING General Meeting

70 Agenda item 7B voting item Discharge of the Supervisory Board in respect of the duties performed during the year 2008 Number % In favour 1,987,576, Against 13,526, Abstentions 3,326, Excluding ING Trust Office In favour 696,132, Against 13,526, Abstentions 3,326, ING General Meeting

71 Agenda item 8A voting item Composition of the Executive Board: Appointment of Jan Hommen ING General Meeting

72 Agenda item 8A voting item Composition of the Executive Board: Appointment of Jan Hommen Number % In favour 1,996,071, Against 7,735, Abstentions 619, Excluding ING Trust Office In favour 704,628, Against 7,735, Abstentions 619, ING General Meeting

73 Agenda item 8B voting item Composition of the Executive Board: Appointment of Patrick Flynn ING General Meeting

74 Agenda item 8B voting item Composition of the Executive Board: Appointment of Patrick Flynn Number % In favour 1,986,428, Against 8,000, Abstentions 9,990, Excluding ING Trust Office In favour 694,985, Against 8,000, Abstentions 9,990, ING General Meeting

75 Agenda item 9A voting item Composition of the Supervisory Board: Reappointment of Godfried van der Lugt ING General Meeting

76 Agenda item 9A voting item Composition of the Supervisory Board: Reappointment of Godfried van der Lugt Number % In favour 1,988,194, Against 13,799, Abstentions 2,423, Excluding ING Trust Office In favour 696,750, Against 13,799, Abstentions 2,423, ING General Meeting

77 Agenda item 9B voting item Composition of the Supervisory Board: Appointment of Tineke Bahlmann ING General Meeting

78 Agenda item 9B voting item Composition of the Supervisory Board: Appointment of Tineke Bahlmann Number % In favour 1,990,363, Against 8,081, Abstentions 5,962, Excluding ING Trust Office In favour 698,920, Against 8,081, Abstentions 5,962, ING General Meeting

79 Agenda item 9C voting item Composition of the Supervisory Board: Appointment of Jeroen van der Veer ING General Meeting

80 Agenda item 9C voting item Composition of the Supervisory Board: Appointment of Jeroen van der Veer Number % In favour 2,000,310, Against 3,349, Abstentions 716, Excluding ING Trust Office In favour 708,867, Against 3,349, Abstentions 716, ING General Meeting

81 Agenda item 9D voting item Composition of the Supervisory Board: Appointment of Lodewijk de Waal ING General Meeting

82 Agenda item 9D voting item Composition of the Supervisory Board: Appointment of Lodewijk de Waal Number % In favour 1,983,170, Against 13,993, Abstentions 7,211, Excluding ING Trust Office In favour 691,726, Against 13,993, Abstentions 7,211, ING General Meeting

83 Agenda item 10 voting item Authorisation to issue ordinary shares with or without preferential rights (I) For a total of 200,000,000 ordinary shares, plus (II) For a total of 200,000,000 ordinary shares, only if these shares are issued in connection with the take-over of a business or a company Duration 18 months The authorisation under (I) will be used for the settlement of granted performance shares and conditional shares to members of the Executive Board and employees to the extent that these cannot be settled from the depositary receipts for ordinary shares which were repurchased for that purpose ING General Meeting

84 Agenda item 10 voting item Authorisation to issue ordinary shares with or without preferential rights Number % In favour 1,928,444, Against 74,984, Abstentions 904, Excluding ING Trust Office In favour 637,001, Against 74,984, Abstentions 904, ING General Meeting

85 Agenda item 11 voting item Authorisation to acquire ordinary shares or depositary receipts for ordinary shares in the company s own capital To a maximum of (I) 10% of the issued share capital, plus (II) 10% of the issued share capital as a result of a major capital restructuring Price not less than one eurocent and not higher than the highest price at which the depositary receipts for shares are traded Duration 18 months The authorisation under (I) will be used for the execution of the hedging programme for the stock options granted to ING personnel ING General Meeting

86 Agenda item 11 voting item Authorisation to acquire ordinary shares or depositary receipts for ordinary shares in the company s own capital Number % In favour 1,958,077, Against 45,088, Abstentions 1,176, Excluding ING Trust Office In favour 666,633, Against 45,088, Abstentions 1,176, ING General Meeting

87 Agenda item 12 Any other business and conclusion ING General Meeting