"Working hard to achieve all our ambitions"

AGM - 9 May 2011

In his opening words at the Annual General Meeting of ING Group, Executive Board chairman and CEO, Jan Hommen, told the more than 400 shareholders, depositary-receipt holders and representatives of institutional investors and stakeholders that: "2010 was a special and challenging year in the history of ING, a real transition year during which we worked hard to further shape our future, partly with the separation in mind.” ING is facing an increasingly complex and more interconnected world. “That’s why it’s important”, continued Hommen, “that we continue to focus on our customers and other stakeholders, because that importance is only set to increase.”

Hommen said that last year, ING had made a start on the separation of the bank and insurance/IM businesses and that it had also completed the process operationally in 2010. We are now working towards a full physical separation of the banking and insurance operations, with preparations being made this year for two IPOs: one for Eurasia and one for the US.

Top priorities

Top priorities for 2011 are the preparations for the divestment of Insurance/IM with two IPOs as a base case scenario, the further development of strong businesses and ensuring that the Dutch State is repaid. “Owing to the strong capital buffers built up at the Bank, we will shortly be in a position to repay the second tranche (EUR 3 billion, including a buy-back premium of 50%) of the state aid from retained earnings”, said Hommen.

ING will continue to concentrate on further improving its performance, increased customer focus, operational excellence and corporate responsibility.

Performance

ING Group reported a strong performance in 2010: ING posted a net profit of EUR 3,220 million and underlying net profit of EUR 3,893 million. These are strong improvements compared to 2009. The bank in particular turned in an excellent performance in 2010.

Hommen: “The trend of improved results continues, given our performance in the first quarter of 2011, in which the Group posted net profit of EUR 1,381 million.” The Bank again reported a strong quarter and Insurance/IM reported good progress with its improvement programme. Our staff have delivered a top-notch performance and we are working hard to achieve all our ambitions.”

Turnout

Excluding ING Trust Office, 47.14% of the total number of votes could be cast at the meeting and via proxy votes (2010 AGM: 41.34%).

The meeting adopted the 2010 Annual Accounts.

Dividend policy

During the discussion of the dividend policy, the Meeting asked to consider the fact that once again, no dividend would paid in 2010. Hommen explained why this was the case. ING would not be paying a dividend owing to the uncertain financial climate, increasing requirements of regulators and ING’s priority to buy back the remaining tier-one capital securities.

“It’s vital that we buy back these securities”, said Hommen. “It will give us the freedom to operate without restrictions. And if we don’t do it on time, we’ve got a problem.” ING is trying to return to paying a dividend as quickly as possible, “but, unfortunately, we can’t perform miracles.”

Remuneration policy

Jeroen van der Veer, chairman of the Remuneration Committee of the Supervisory Board, addressed the recent commotion about the bonuses awarded to the Executive Board that had arisen in the Netherlands in particular, something he regrets. He also said that the supervisory directors were responsible and that they failed to assess adequately the signal being sent to society.

Van der Veer referred to the new remuneration policy for the Executive Board, approved by the AGM, among others, in 2010. Van der Veer challenged the idea that bankers would return to the old remuneration level because they didn’t get it. “The maximum package at ING is less than half the remuneration of several years ago. Without variable remuneration, it is a quarter of what was being paid years ago. The remuneration level at ING is far below the market average.”

The Executive Board has decided to waive the variable remuneration for 2010 and the salary increase in 2011 proposed by the Supervisory Board in line with the new policy. The Executive Board members only received a basic salary in 2010 once again.

The current remuneration policy will be retained. The proposed adjustments are the result of new Dutch legislation entering into effect on 1 January 2011, based on the Capital Requirements Directive II (CRD III, solvency directive), issued at European level in July 2010.

Van der Veer ended by saying that he “found it particularly unfortunate that this error in assessment had been made.” He also said that he would review some of the arguments cited, but that it was essential to continue to reward good talent in the future.

‘Missed the mark’

Lodewijk de Waal, member of the Supervisory Board (nominated by the Government) said at the meeting that – in the interests of ING – he had been cautious about public accountability. According to him, the remuneration policy adopted was moderate – “it’s policy that does the job” and which was approved by the AGM last year. He hadn’t heard any discord from politicians at the time either.

What De Waal blames himself for is the fact “that the Supervisory Board and himself as a supervisory director, ‘had missed the mark’.” This was something which he added that he would learn from.

De Waal said that he understood the public indignation. He said that he was not in favour of variable remuneration, but he felt that Jan Hommen and his staff were delivering a first-rate performance. According to De Waal, it was therefore unfair, particularly given Jan Hommen’s cautious stance towards remuneration, that he was the target of the criticism.

In response to a question from the meeting about whether he had contemplated tendering his resignation, De Waal denied that this was the case, “I’m part of the Supervisory Board as a whole, and so haven’t considered any more than the others have done. I missed the mark and didn’t fully recognise how society would react.”

Corporate responsibility

As a socially committed organisation and responsible financial services provider, ING believes that we make the best contribution to society by doing what we do well, by taking responsibility for the impact of our products and services on the outside world, and by contributing to positive change.

But ING goes further than this, said Jan Hommen, which he explained in a presentation. “We believe that ING should embed sustainability in its business model in order for it to survive and grow in the future. By making good use of our strengths, we can convert challenges such as climate change, the growing demand for energy and the rapid increase in the world population into opportunities for economic growth.” Hommen: “ING’s sustainable portfolios grew last year in all areas and we achieved our aim of growing the portfolio in 2010 by 5%. And we want to achieve another 5% increase in 2011.”

Depositary-receipt structure

Mr Elverding, chairman of the Supervisory Board and chairman for the day, pointed out in respect of the position of ING Trust Office that it had been decided previously to retain the depositary-receipt structure for the time being. Once ING’s restructuring was complete, this matter would be revisited.

Jan Veraart, chairman of ING Trust Office, announced to the meeting that ING Trust Office would organise another meeting for depositary receipt holders in 2011, namely on Wednesday, 23 November 2011. For further information: see www.ingtrustoffice.com in due course.

Composition of the Executive Board

The AGM approved the reappointment of Koos Timmermans as a member of the Executive Board for another four-year term. This term will end following the AGM in 2015.

Composition of the Supervisory Board

The AGM also approved the reappointment of Peter Elverding and Henk Bruklink as Supervisory Board members. The meeting also appointed Sjoerd van Keulen, Joost Kuiper and Luc Vandewalle as members of the Supervisory Board.

Claus Dieter Hoffmann stepped down from the Supervisory Board following the AGM in 2011. Messrs Van der Lugt and Tai had stepped down earlier in the year.

At the end of the meeting, Peter Elverding handed over the gavel to Jeroen van der Veer. Mr Elverding will take on the role of vice-chairman of the Supervisory Board with immediate effect, as announced on 15 March.

All agenda items that were voted on were accepted by a large majority.

Please visit www.ing.com/investor relations/shareholders’ meeting for all documentation relating to the meeting, including the agenda, presentations and archived webcast. At www.ing.com.about us/corporate governance you will find the CVs of all those involved and other directors.

The draft minutes of the AGM will be available on ING’s website on 9 August 2011.