ING to sell ownership stake in ING Canada for CAD 1.9 billion

Amsterdam, 03 February 2009

Transaction is part of announced intention to increase focus on core franchise

ING announced today that it has entered into several agreements to sell most of its ownership interest in ING Canada, the largest provider of property & casualty insurance products and services in Canada. ING currently owns approximately 70% of the outstanding common shares of ING Canada.

Under the terms of these agreements, ING Group will sell in a private placement an aggregate of 36.02 million common shares to a group of institutional investors at a price of CAD 25.00 per common share. ING will also sell an aggregate of 34.16 million common shares to a syndicate of underwriters at a price of CAD 26.35 per common share through a concurrent “bought deal” public offering in Canada. ING has also granted the underwriters an overallotment option, exercisable until 30 days after closing, to purchase up to an additional 5.12 million common shares at the public offering price. Gross proceeds from these sales will total approximately CAD 1.9 billion, assuming exercise in full of the overallotment option. Following completion of the transaction, assuming exercise in full of the overallotment option, ING will continue to own approximately 8.6 million shares of ING Canada, representing an approximately 7% interest in ING Canada.

Jan Hommen, Chairman and CEO-designate of ING, said, “As we announced on January 26th, we will increase our focus on businesses and regions where we have a strong and sustainable position in savings and investments. In the current uncertain economic and market environment we have structured a transaction with certainty of proceeds. The proceeds from the transaction will be used to fortify ING’s capital position.”

The sale of these shares will have a negligible impact on the Q1 results of ING Group. As a result of these transactions the debt/equity ratio of ING Insurance will decline by 350 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 Canada expects to file a preliminary prospectus in Canada by 5 February 2009 in respect of the public offering. Both the private placement and the public offering are expected to be completed by 19 February 2009.

CIBC World Markets Inc. and Goldman Sachs & Co. led the private placement, and CIBC World Markets Inc. and TD Securities Inc. will lead the Canadian public offering.

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


Raymond Vermeulen
ING Group
+31 20 541 5682

raymond.vermeulen@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.