Amsterdam, the Netherlands

Jan Hommen has been CEO of ING since 27 April 2009 when the annual General Meeting approved his appointment to the Executive Board.

ING Group was created in 1991 through the merger of the Dutch insurer Nationale-Nederlanden and the Dutch bank NMB Postbank Groep.

Since June 2009, ING has two Management Boards; one for Banking and one for Insurance. Both report to the Executive Board.

The banking and insurance activities are each organised around three business lines: Retail Banking, ING Direct, Commercial Banking and Insurance Europe, Insurance Americas and Insurance Asia/Pacific respectively. The investment management activities are part of the insurance activities.

ING has about 110,000 employees worldwide. About 72,000 of them work in the banking business and about 39,000 in the insurance business.

ING Group is a listed company and holds all shares of ING Bank and ING Verzekeringen (ING Insurance), which are non-listed 100% subsidiaries of ING Group. ING Bank is the parent company of various Dutch and foreign banks. ‘ING Bank’ is at times also used as a commercial name.

Before the transaction our capital position was in line with previously targeted levels and regulatory requirements. However, market conditions have changed dramatically and have led to an internationally recognised belief that going forward, in this market environment, capital requirements for financial institutions should be higher. ING feels that it is prudent to raise our core capital to reinforce our strong competitive position in this changing landscape. This transaction does not dilute our existing shareholders.

The strengthening of ING’s capital follows the plans the Dutch government announced on 9 October to make capital available to financial enterprises that are fundamentally sound and viable.

In ING’s press release of 19 October ING to strengthen core capital by EUR 10 billion the company announced:

ING to issue EUR 10 billion of core Tier-1 securities to Dutch State

• Transaction boosts Bank core Tier-1 ratio to 8%, strengthens Insurance balance sheet and reduces Group Debt/Equity ratio to 10%
• Core capital issue is non-dilutive to outstanding share capital
• ING to pass over final dividend for 2008
  

ING reached an agreement with the Dutch government to strengthen its capital position, creating a strong buffer to navigate the current market and economic environment. ING will issue non-voting core Tier-1 securities for a total consideration of EUR 10 billion to the Dutch State. The transaction will bring ING Bank’s core Tier-1 ratio to around 8%, will strengthen the insurance balance sheet and will reduce ING Group’s Debt/Equity ratio to around 10%.

The capital strengthening transaction is expected to be settled by 12 November 2008.

• ING will issue 1 billion non-voting core Tier-1 securities to the Dutch State at a price of EUR 10 per security. The Dutch Central Bank classifies the securities as core tier-1 capital. The securities are pari passu with ordinary common equity meaning the Dutch State will rank exactly the same as common shareholders. The structure of the transaction is designed to avoid dilution of existing shareholders. The security is only transferable with the permission of ING and the Dutch Central Bank.
  
• ING has the right to buy back all or some of the securities at any time at 150% of the issue price. Further, ING has the right to convert all or some of the securities into (depositary receipts for) ordinary shares on a one-for-one basis, from three years after the issuance onwards. If ING chooses to do so, the Dutch State can opt for repayment of the securities at EUR 10 in cash.
  
• The coupon on the core Tier-1 securities is only payable if a dividend - either interim or final - is paid on common shares over the financial year preceding the coupon date. The annual coupon per security will be the higher of EUR 0.85 or an amount equal to 110% of the dividend paid on ordinary shares for the year 2008, 120% for 2009 and 125% from 2010 and onwards.
  
• Given the exceptional circumstances, ING has decided to pass over the final dividend for 2008, leaving the total 2008 dividend at the EUR 0.74 per share that was already paid as interim dividend.
  

ING Group will use the proceeds of the transaction to increase shareholders’ equity in ING Bank by EUR 5 billion and to strengthen the balance sheet of ING Insurance by EUR 2 billion. The remaining EUR 3 billion will be used to reduce the Debt/Equity ratio at ING Group from 15% to around 10%. After this transaction, ING Bank’s core Tier-1 ratio will be around 8%, with ING Bank’s Tier-1 ratio above 10%.

Under the terms of the agreement, the Dutch State obtains the right to nominate two members for the ING Group Supervisory Board, to be elected at the ING General Meeting of Shareholders in 2009. These nominees will be represented on the Audit Committee, Corporate Governance Committee and Remuneration and Nomination Committee of the Supervisory Board and will have approval rights for decisions concerning equity issuance or buyback (except in connection with this transaction) and strategic transactions with a value equalling more than one quarter of ING’s share capital and reserves.

The ING Supervisory Board will review the remuneration policy for the Executive Board and senior management to align it with new international standards. This will include linking incentive schemes to long-term value creation and risk. All members of the ING Executive Board have volunteered to forego all bonuses – either in cash, options or shares – relating to the performance in 2008 and limit exit-arrangements to a maximum of one year’s fixed salary.

This transaction does not dilute our existing shareholders while providing additional security to our 85 million customers. It reinforces our commitment to our strategy, management of our business portfolio and disciplined approach towards risk and capital management. ING will continue to build its franchise in the long-term interests of all stakeholders.

• Dutch banks operating under a license from DNB fall into the scope of the Dutch DGS. ING banks such as ING Bank N.V. have a license from DNB.
• The following branches of ING Direct N.V. are also covered by the Dutch Deposit Guarantee scheme: France, Italy, Spain and the UK.
• The Dutch regulator, De Nederlandsche Bank (DNB), regulates Dutch banks strictly. Operating under a license from DNB, these banks are subject to strict rules. DNB actively monitors if banks abide to these rules. Money in current accounts, savings accounts or special savings accounts such as fixed-term deposits fall into the scope of the Dutch Deposit Guarantee Scheme (DGS).

• If you are a customer of an ING Bank which is seated in the Netherlands, such as ING Direct N.V. or ING Bank N.V., and you hold a savings account at one of the branches in a EU country, your money falls into the scope of the Dutch Deposit Guarantee Scheme.
• ING Direct has branches in the United Kingdom, France, Spain and Italy.
• If you are a customer of an ING Bank which is seated outside of the Netherlands, such as ING-DiBa in Germany, your money is covered by the local Deposit Guarantee Scheme.

• The Dutch Deposit Guarantee Scheme guarantees an amount of EUR 100,000 per person or per company (regardless the number of accounts). If you have a shared account with another person, the maximum is EUR 100,000 per person.

• Money held in current accounts, savings accounts or special savings accounts such as fixed-term deposits is covered by the DGS. Shares or bearer bonds held there are not covered. Whether subordinated deposits fall under the DGS will have to be assessed on a case-by-case basis.

ING has larger retail banking operations in Europe, Asia and North America. You can find information on local deposit guarantee schemes via the following country links:

• Belgium
• Poland
• India
• Romania
• Turkey
• Singapore
• ING Direct Canada
• ING Direct USA
• ING-DiBa Germany
• ING Direct Australia

Yes. The ING Business Principles were first introduced in 1999 and set a global standard for the behaviour expected of every employee. Our Principles express what we hold dear, what we believe in and what we aim for. Living them helps us to make decisions that can stand the test of time.

ING Group is now considering the revised Code and to what extent it can be implemented. As recommended by the Frijns Committee, the implementation of the revised Code will be discussed at the 2010 General Meeting as a separate agenda item.

Ernst & Young is ING Group’s sole audit firm, performing the external audit of ING Group as of 2008. The external audit of the 2007 annual accounts was performed jointly by Ernst & Young and KPMG.

The Supervisory Board’s proposal to assign the external audit of ING Groep N.V. and its subsidiaries to one single audit firm was approved by ING Group’s General Meeting on 22 April 2008. The decision allows ING to improve efficiency of the audit activities and to reduce audit costs.

To log into your account, you need to go to the website of the company where you have the account. A listing of all ING companies can be found under ’ ING Worldwide’.

To open a new savings account, select the country where you live. You'll find a listing of ING companies in your country, including the banking operations. ING does not offer banking services in every country.

Information about Internet banking in the Netherlands can be found on the website www.ing.nl. ING also offers Internet banking through ING Direct, which operates in Canada, France, Spain, United States, Australia, Italy, the UK, Austria and Germany ( ING Diba).

Information on ING’s results can be found in the investor relations section, under financial results.

You can find the dates for our results and other financial events in the financial calendar in the investor relations section.

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You can download or order the Annual Report at Publications.

The (depositary receipts for) ordinary shares ING Group are listed on the exchanges of Amsterdam, Brussels and New York (NYSE). Options on (depositary receipts for) ordinary shares ING Group are traded at the NYSE Euronext Amsterdam Derivative Markets and the Chicago Board Options Exchange.

ING has decided not to pay an interim dividend on ordinary shares over 2009. This decision was taken in view of ING’s operational results, the current capital ratios, and the ongoing discussion about required capital and leverage ratios in the financial services industry.

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The provisional date for the 2010 General Meeting is Tuesday, 27 April 2010.

You can find ING’s ratings on the Ratings page of the IR section. ING is rated by investment rating agencies, Standard and Poor’s, Moody’s and Fitch.

Pursuant to the Dutch Financial Supervision Act, shareholders and holders of depositary receipts of ING Groep N.V. are required to provide updated information on their holdings once they cross threshold levels of 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and 95%. To the best of our knowledge, as at 18 June 2009, there were no holders of depositary receipts with an interest, or potential interest, of 5% or more.

At ING, we apply various environmental, ethical and social principles when investing money on behalf of ourselves and of our customers. We will, for example, not finance controversial weapons like cluster bombs, and will not finance activities in Burma or Sudan. When financing a project, we assess, address and keep monitoring socio-environmental risks potentially attached to that project through our adherence to the Equator Principles. In 2007, we launched a website to give interested stakeholders an overview of where ING stands on various sustainability issues, of how we have addressed ethical dilemmas in the past, and of the principles behind how we invest our customers’ money.

The ING Business Principles state that we support the aims of the United Nations Declaration of Human Rights. Non-governmental organisations (NGOs) and socially responsible investors asked us to explain our position with regards to the labour rights for our employees. In response, we drafted and implemented the ING Human Rights Statement. Based on the International Labour Organisation Core Conventions, this statement describes labour rights standards regarding non-discrimination, health and safety, child labour, forced labour and the freedom of association for our employees worldwide.

Climate change is widely considered to be one of the greatest challenges facing our planet. To gain a better understanding of the issue, we are actively participating in the societal debate regarding climate change, for example through our memberships of the Global Round Table on Climate Change and the Carbon Disclosure Project. ING believes it has a role to play by developing strategies to manage the increasing risk and opportunities this challenge presents. Our efforts have resulted in ING being 100% carbon neutral since 2007, by purchasing more green energy, by focusing on energy efficiency and by compensating for all remaining CO2 emissions.

We fully understand the concerns some people have about the potential harm to the environment caused by the CO2 emissions related to F1. Our F1 sponsorship is above all a marketing decision, designed to expand our brand reach internationally. Still, we have carefully looked at the corporate responsibility issues of F1. A fact that we deemed important in that respect is that the global sanctioning body responsible for international motor racing (FIA) has been offsetting the emissions caused by F1 races since 1997. If there are any leftover emissions not covered by the FIA programme, we will expand our existing compensation programs.

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