Shareholders’ Agreement

code of conduct board

Key undertakings of the Bank as acknowledged
by Shareholders in November 2007 as a condition of ING acquiring shares in TMB

(a) All of the Bank's Board Committees shall, subject to applicable law and unless agreed otherwise, include at least one director nominated by ING Bank N.V. and at least one director nominated by the Ministry of Finance for so long as each party owns more than 10 percent of the issued shares of the Bank. In the event the holding of the Bank’s shares either by ING Bank N.V. or the Ministry of Finance falls below 10 percent, the maintenance of such minimum representation of such party on the Board Committees shall cease.

(b) For so long as ING Bank N.V. and the Ministry of Finance are the two largest major shareholders (unless otherwise agreed by ING Bank N.V. and the Ministry of Finance), ING Bank N.V. and the Ministry of Finance shall jointly nominate the Chief Executive Officer, the Chairman of the Board of Directors, and the Chairman of the Board of Executive Directors; and for so long as ING Bank N.V. is the largest shareholder of the Bank (other than the Ministry of Finance), ING Bank N.V. shall have the right to nominate the Chief Operating Officer, Chief Financial Officer, Head of Retail, and Chief Risk Officer, whose appointments must be approved by a majority decision of the Board of Directors of the Bank.

(c) For as long as ING Bank N.V. owns 10 percent or more of the total paid-up shares of the Bank, the Bank shall, to the extent permitted by applicable laws, regulations and supervisory requirements, comply with the internal compliance, credit and lending standards and policies adopted generally by the group of ING Bank N.V. It is provided that ING Bank N.V. will not change the policy relating to the sales of core assets of the Bank, dividend policy and financial restructuring policy as well as the core business operation of the Bank.

(d) ING Bank will nominate three (3) representatives as directors of the Bank, which is not more than half of the total directors and will not be able to control the voting of the meeting of the Board of Directors. In addition, ING Bank N.V. may appoint high-level executives to work in the management team of the Bank.