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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Mark One)
     
o   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
     
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
     
o   SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-14642
ING GROEP N.V.
(Exact name of registrant as specified in its charter)
The Netherlands
(Jurisdiction of incorporation or organization)
ING Groep N.V.
Amstelveenseweg 500
1081 KL Amsterdam
P.O. Box 810, 1000 AV Amsterdam
The Netherlands
(Address of principal executive offices)
Hans van Barneveld
Telephone: +31 20 541 8510
E-mail: Hans.van.Barneveld@ing.com
Amstelveenseweg 500
1081KL Amsterdam
The Netherlands
(Name; Telephone, Email and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
             
            Name of each exchange on
Title of each class   which registered
           
American Depositary Shares, each representing one Ordinary share   New York Stock Exchange
Ordinary shares, nominal value EUR 0.24 per Ordinary share and Bearer Depositary receipts in respect of Ordinary shares*
  New York Stock Exchange
  7.05 %  
ING Perpetual Debt Securities
  New York Stock Exchange
  7.20 %  
ING Perpetual Debt Securities
  New York Stock Exchange
  6.20 %  
ING Perpetual Debt Securities
  New York Stock Exchange
  6.125 %  
ING Perpetual Debt Securities
  New York Stock Exchange
  5.775 %  
ING Perpetual Debt Securities
  New York Stock Exchange
  6.375 %  
ING Perpetual Debt Securities
  New York Stock Exchange
  7.375 %  
ING Perpetual Debt Securities
  New York Stock Exchange
  8.50 %  
ING Perpetual Debt Securities
  New York Stock Exchange
 
*   Listed, not for trading or quotation purposes, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the Securities and Exchange Commission

 


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Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
         
Ordinary shares, nominal value EUR 0.24 per Ordinary share
    3,831,560,513  
Bearer Depositary receipts in respect of Ordinary shares
    3,830,613,744  
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yesþ oNo
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yeso þNo
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ oNo
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one).
         
Large accelerated filerþ
  Accelerated filero   Non-accelerated filero
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAPo
     International Financial Reporting Standards as issued by the International Accounting Standards Board þ
Other o
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
oItem 17 Item 18o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso þNo
 
 
This Form 20-F/A is being filed to include Exhibit 1.1 (“Amended and Restated Articles of Association of ING Groep N.V., dated October 8, 2008”) and Exhibit 1.2 (“Amended and Restated Trust Agreement (English Translation), dated October 8, 2008”) to the issuer’s Annual Report on Form 20-F for the fiscal year ended December 31, 2009.

 


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Item 19 Exhibits
The following exhibits are included herein:
     
Exhibit 1.1
  Amended and Restated Articles of Association of ING Groep N.V., dated October 8, 2008 (incorporated by reference to Exhibit 1.1 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended December 31, 2008, File no. 1-14642 filed on March 19, 2009)
 
   
Exhibit 1.2
  Amended and Restated Trust Agreement (English Translation), dated October 8, 2008 (incorporated by reference to Exhibit 1.2 of ING Groep N.V.’s Annual Report on Form 20-F for the year ended December 31, 2008, File no. 1-14642 filed on March 19, 2009)

 


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SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
    ING Groep N.V.
(Registrant)
 
 
     By: /s/ H. van Barneveld    
    H.van Barneveld   
    General Manager Group Finance & Control   
 
     
     By: /s/ W.A. Brouwer    
    W.A. Brouwer   
    Assistant General Counsel   
 
Dated: March 30, 2010