ING sells total remaining stake in ING Canada to underwriters; total proceeds from divestment CAD 2.2 billion

February 4, 2009

In the context of ING Group’s press release dated February 3rd 2009 announcing that it sold the majority of its ownership stake in ING Canada, ING announced today that it has entered into an additional agreement with a syndicate of underwriters to sell the remaining approximate 10% of its ownership interest in ING Canada. As a result, ING has now divested its total stake in ING Canada, totalling 70% of the company.

In conjunction with the public offering announced yesterday, ING granted the underwriters an overallotment option to purchase up to an additional 5.12 million common shares at the public offering price. The underwriters exercised their overallotment option in full. ING has now entered into an agreement to sell an aggregate of approximately 8.6 million additional common shares to the underwriting syndicate at a price of CAD 26.35 per common share through a “bought deal” public offering in Canada. Following consummation of these transactions, ING will no longer own an interest in ING Canada.

Gross proceeds from the exercise of the overallotment option and the additional “bought deal” will be approximately CAD 358 million, making the aggregate gross proceeds from the sale of ING’s entire 70% stake in ING Canada approximately CAD 2,163 million. As a result of these transactions the debt/equity ratio of ING Insurance will decline by more than 400 basis points.

This transaction is subject to various securities regulatory approvals in Canada and is expected to be closed and booked in Q1 2009.

ING remains active in Canada through its subsidiary ING DIRECT Canada, which is not impacted by this transaction.


Press enquiries

Pilar Teixeira
ING Group
+31 20 541 5469

pilar.teixeira@ing.com


IMPORTANT LEGAL INFORMATION

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such securities in the United States or in any other jurisdiction where such offer is unlawful.

Certain of the statements contained herein are statements of future expectations and other forward-looking statements. These expectations are based on management's current views and assumptions and involve known and unknown risks and uncertainties. Actual results, performance or events may differ materially from those in such statements due to, among other things, (i) general economic conditions, in particular economic conditions in ING's core markets, (ii) performance of financial markets, including emerging markets, (iii) the frequency and severity of insured loss events, (iv) mortality and morbidity levels and trends, (v) persistency levels, (vi) interest rate levels, (vii) currency exchange rates (viii) general competitive factors, (ix) changes in laws and regulations, (x) changes in the policies of governments and/or regulatory authorities, (XI) conclusions with regard to purchase accounting assumptions and methodologies, (XII) ING's ability to achieve projected operational synergies. ING assumes no obligation to update any forward-looking information contained in this document.


ING Profile

ING is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 85 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 130,000 people, ING is dedicated to setting the standard in helping our clients manage their financial future.