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ING Groep N : 2021 Draft report of the Annual General Meeting of ING Groep N.V.

07/26/2021 | 04:48am EDT

Draft reportof the Annual General Meeting of ING Groep N.V., Cedar, Amsterdam

The draft report reflects the business-related content of the meeting and is a translation of the Dutch report.

The final version will be in the form of a notarial record of the meeting which will be executed on or about 26 October 2021 by J.J.C.A. Leemrijse, civil-law notary practising in Amsterdam.

Monday 26 April 2021 from 2:00 pm to 4:08 pm CEST

Draft report of the Annual General Meeting of ING Groep N.V. - 26 April 2021


  1. Opening remarks and announcements.
  2. A. Report of the Executive Board for 2020 (discussion item)
    1. Sustainability (discussion item)
    2. Report of the Supervisory Board for 2020 (discussion item)
    3. Remuneration report for 2020 (advisory voting item)
    4. Financial statements (annual accounts) for 2020 (voting item)
  3. A. Profit retention and distribution policy (discussion item)
    1. Dividend for 2020 (voting item)
  4. A. Discharge of the members and former members of the Executive Board in respect of their duties performed during the year 2020 (voting item)
    1. Discharge of the members and former members of the Supervisory Board in respect of their duties performed during the year 2020 (voting item)
  5. Variable remuneration cap for selected global staff (voting item)
  6. Amendments of the Articles of Association (voting item)
  7. Composition of the Executive Board:
    1. Reappointment of Steven van Rijswijk (voting item)
    2. Appointment of Ljiljana Čortan (voting item)
  8. Composition of the Supervisory Board:
    1. Reappointment of Hans Wijers (voting item)
    2. Reappointment of Margarete Haase (voting item)
    3. Appointment of Lodewijk Hijmans van den Bergh (voting item)
  9. A. Authorisation to issue ordinary shares (voting item)
    1. Authorisation to issue ordinary shares with or without pre-emptive rights of existing shareholders (voting item)
  10. Authorisation to acquire ordinary shares in the Company's own capital (voting item)

Draft report of the Annual General Meeting of ING Groep N.V. - 26 April 2021


1. Opening remarks and announcements

The chairman opened the meeting and welcomed the shareholders of ING Groep N.V. and the representatives of the Central Works Council attending remotely. Like last year, the meeting was being held in exceptional circumstances as a result of the ongoing Covid-19 restrictions. He explained that ING was holding an entirely virtual meeting for the first time, in accordance with the recommendations of the Dutch government as advised by the National Institute for Public Health and the Environment (RIVM). This limited the health risks for everyone as much as possible. The annual meeting was being broadcast from Cedar, ING's corporate office. Only a limited number of Supervisory and Executive Board members were physically present in the building today. The other members were following the meeting remotely. No shareholders, other than the members of the Executive Board who own shares, were physically present.

Some members of the Executive Board and the Supervisory Board were visible to the shareholders and were introduced by the chairman. From the Supervisory Board: Hans Wijers (chairman) and Herna Verhagen (chairwoman of the Remuneration Committee). From the Executive Board: Steven van Rijswijk (chief executive officer and chairman of the Executive Board) and Tanate Phutrakul (chief financial officer). Also visibly present: Vroukje van Oosten Slingeland (the general counsel of the company). Cindy van Eldert-Klep, the company secretary and, on behalf of KPMG, the external auditor for the 2020 financial year, Waldo Bakker and Peti de Wit were also present as was the independent civil-law notary, Joyce Leemrijse, partner at Allen & Overy. The following members of the Supervisory Board were attending the meeting remotely by audio link: Margarete Haase, chairwoman of the Audit Committee, and Mike Rees, chairman of the Risk Committee. The following nominated director and supervisory director were also attending the meeting remotely: Ljiljana Čortan, nominated as a member of the Executive Board, and Lodewijk Hijmans van den Bergh, nominated as a member of the Supervisory Board.

The chairman explained that the meeting and the presentation by the chairman of the Executive Board would be held in Dutch. English would only be used if Dutch was not the speaker's first language. As approved by the Annual General Meeting on 25 April 2006, the meeting was being broadcast live on the ING website (www.ing.com).

The chairman stated that the shareholders had been notified of the meeting in conformity with the Company's Articles of Association and the law, enabling the meeting to pass legally-valid resolutions. He also stated that no shareholders had submitted resolutions for discussion at the meeting. The chairman went on to announce that the Company's issued capital consisted of 3,902,484,027 shares on the Record Date (29 March 2021). ING Groep N.V. and its subsidiaries had held a total of 691,882 shares on that date and so a total of 3,901,792,145 votes could be cast. One vote could be cast on each share. Later in the meeting, ahead of the discussion of agenda item 2D, it was announced that 3,396 shareholders, holding a total of 2,534,889,012 shares, were present or represented at this meeting, permitting the same number of votes to be cast (representing 64.97% of the issued share capital on which votes could be cast). These shares were represented by the independent civil-law notary by means of proxy voting through the electronic voting platform.

The chairman noted that the notarial record of the meeting of 28 April 2020 had been available on the company's website since 28 October 2020 and furthermore that the draft report had been available for inspection at the company's offices since 28 July 2020. Once again this year a notarial record would be prepared for adoption of the final report. The entire meeting was being recorded for the purposes of preparing the report.

Before moving to agenda item 2, Ms van Oosten Slingeland, the general counsel of the company, explained the order of the meeting: (i) shareholders who had registered had had up to 72 hours before the start of the meeting to submit questions; these questions, clustered together where possible, would be read out and answered during the related agenda item; (ii) the meeting could be followed on

Draft report of the Annual General Meeting of ING Groep N.V. - 26 April 2021


a live webcast on ing.com or via the E-Vote online platform; (iii) shareholders could not vote during this virtual meeting but had been able to grant a proxy to the civil-law notary prior to the meeting to vote in line with their instructions during the meeting; (iv) voting results would be displayed on the screen for each voting item after it has been discussed; and (v) registered shareholders taking part virtually would also be given the opportunity to ask questions during the meeting using the chat function in the online platform. Questions received through the chat function on the online platform would answered together where possible by topic when the relevant agenda item was discussed. If it was not possible to answer questions received through the chat function during the meeting, those questions and the answers would be published on ING's website and incorporated in the draft report and the notarial record. Ms van Oosten Slingeland thanked the shareholders for their understanding and cooperation in participating in the meeting in this way this year and gave the floor the chairman.

The chairman explained the arrangements for agenda item 2. He announced that agenda items 2A to 2D would first be addressed separately, followed by the opportunity to ask questions on them.

Before the chairman moved to the substantive business in the agenda items, he commented that 2020 had been a particularly exceptional year because of the Covid-19 situation; a year that had demanded a lot of everyone, including of ING's stakeholders such as its shareholders and employees. It had required ING to be flexible, including far-reaching changes in working methods. In a very short period of time, approximately 80% of employees worldwide had switched to working from home, from where they had continued to serve the customers. This raised many questions, for example on their health and combining working from home with other responsibilities. There were also questions on how the crisis was affecting ING's retail and business customers and how ING could support them, on its own or working with other organisations. ING had kept its finger firmly on the pulse throughout the year to offer ING's stakeholders support where possible during these tense and uncertain times. This was reflected in the Annual Report and the financial statements and would be addressed in agenda items 2 and 3, in subjects such as ING's performance in 2020, dividends and remuneration.

The chairman also addressed a significant event for ING: the mid-year change of CEO when former CRO Mr van Rijswijk succeeded Mr Hamers as CEO (1 July 2020). His appointment and first few months as CEO were in the middle of the Covid-19 period during which ING had had a lot to contend with. The reappointment of Mr van Rijswijk as a member of the Executive Board would be raised in agenda item 7A.

The chairman moved to agenda item 2.

2. Report of the Executive Board for 2020 and Sustainability (discussion item)

2A. Report of the Executive Board for 2020 (discussion item)

2B. Sustainability (discussion item)

The chairman announced that the Sustainability Report (2B) would be discussed together with the Report of the Executive Board (2A). He referred to pages 5 to 81 of the Annual Report and the explanatory notes to agenda item 2B in the notice of meeting. For completeness, the chairman also referred to the Risk Management chapter on pages 82 to 183 of the Annual Report. He then gave the floor to Mr van Rijswijk.

Mr van Rijswijk welcomed all the shareholders, thanked them for their attention and expressed the hope that they were in good health. He started by addressing the challenges brought by the Covid-19 situation in 2020 which had led to changes such as working from home and remote meetings. The coronavirus restrictions that still applied were also why this shareholders' meeting, unlike last year's, was entirely virtual.

Draft report of the Annual General Meeting of ING Groep N.V. - 26 April 2021


Having addressed the particular circumstances, Mr van Rijswijk reviewed ING's activities and performance in 2020. He explained that the year had been dominated almost entirely by Covid-19 and its damaging effects on the economy. Despite the effects of this that it had experienced, ING was satisfied with its results. He referred to their publication in February and summarised the key figures:

  1. Financial results:Despite the difficulties created by Covid-19, ING's net result was almost €2.5
    billion. Although this was a fall of 48% compared with 2019 because of the provision for the possible consequences of the Covid-19 pandemic, it was nevertheless resilient. ING's annual risk costs were 43 basis points of average customer lending. This was well below the average for competitors and in line with the track record of the lowest risk costs of large banks in the eurozone in the past twelve years.
  2. Customer growth:ING was proud that even during a difficult year it had been able to grow its customer portfolio by 578,000 primary customers. At the end of 2020, ING had a total of 13.9 million primary customers. ING was convinced that this was to do with its simple, smart and personal digital- first product range. This added value for ING's customers and was reflected in ING's Net Promoter Score (NPS) which shows customers' loyalty and satisfaction: ING was ranked number one in six of its 14 retail markets. In Wholesale Banking, the NPS was actually 13% above the industry average.
  3. Capital:ING closed 2020 strongly with a capital position of 15.5%. Return on equity was 4.8%. The dividend policy would be addressed later in the meeting. ING was following the recommendations of the ECB to limit dividend distributions.
  4. Loans:The pandemic also affected lending: on top of the high risk costs, demand for loans fell. In 2020, deposits rose strongly (growth of over €20 billion in 2019 and over €40 billion in 2020) while lending dropped (a fall of some €2.5 billion in 2020 compared with growth between 2016 and 2019). Consumers were, therefore, saving more and spending less. With the low and negative interest rates this meant that ING's net interest income continued to be under pressure.
  5. Other impacts:Covid-19 not only affected ING's result but ING also saw impacts in other areas and had to respond properly to these to support its employees, customers and society. ING had done this in line with its purpose: (a) For its employees ING, like many other businesses, had turned to working from home and had been able to do this very quickly. Mr van Rijswijk expressed his great admiration for the resilience and engagement of ING's staff. As early as March last year, during the first lockdown, 80% of employees were working from home. That figure fell during the summer and then rose again to about 80%. (b) ING was also able to continue serving its customers. During the Covid-19 crisis, ING continued talking to provide help to many thousands of customers each week. ING granted payment holidays to more than 196,000 customers covering about €19.4 billion of loans. In addition ING had supported the economy in other ways, including via guarantees from the European Investment Bank and the European Investment Fund. With these guarantees, ING was able to grant almost €800 million in loans on favourable terms to SMEs in the Netherlands to limit the impact of Covid-19.(c) ING had spent a total of some €24 million on social support. About €13 million had gone to social objectives to support people dealing with the effects of Covid-19 (healthcare) and its economic and social consequences (such as laptops for home schooling). ING also responded to calls from WHO/UNICEF and supported social initiatives in 25 countries by means of financing activities or donations, including laptops for home schooling, and contributed about €2 million to UNICEF activities. In addition about €11 million was spent on other, non-Covid-19-related, initiatives.

Having summarised the key figures, Mr van Rijswijk addressed four underlying trends that were being accelerated by the Covid-19 crisis and which also affected ING:

  1. Increasing regulationin many areas such as Know Your Customer (KYC), combatting money laundering, data security, data privacy and IT.
  2. Low and even negative interest rates in Europe:this trend is making diversification of ING's income even more important and so ING moved forward on this during the past year: despite the challenging market conditions, ING saw its fee and commission income rise by 5% in 2020 compared with 2019.
    This was mainly from retail banking, in particular from investment products which were very popular.
  3. Ever increasing customer expectations for the mobile and digital experience: ING could respond well here, since by nature ING was already a mobile and digital business. ING's focus on mobile-first and digital-first was demonstrated strongly in particular during the past year. As a result ING had an excellent start over the others in the Covid-19 crisis. In 2020, ING saw a considerable increase in the

Draft report of the Annual General Meeting of ING Groep N.V. - 26 April 2021


This is an excerpt of the original content. To continue reading it, access the original document here.


ING Groep NV published this content on 26 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 July 2021 08:47:07 UTC.

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