Under the New York Stock Exchange’s (“NYSE”) listing standards, foreign private issuers must disclose any significant ways in which their corporate governance practices differ from those followed by US domestic companies under the NYSE listing standards. ING Groep N.V. (“ING Group”) believes the following to be the significant differences between its corporate governance practices and NYSE corporate governance rules applicable to US companies:

• ING Group has a two-tiered board structure, in contrast to the one-tier board structure used by most US companies. In the Netherlands, a Naamloze Vennootschap (public limited liability company) has an Executive Board as its management body and a Supervisory Board which advises and supervises the Executive Board. In general, Executive Board members are employees of the company while members of the Supervisory Board are often former state or business leaders and sometimes former members of the Executive Board. Members of the Executive Board and other officers and employees cannot simultaneously act as member of the Supervisory Board. The Supervisory Board must approve specified decisions of the Executive Board. Under the Dutch corporate governance code of December 9, 2003 (the “Tabaksblat Code”), all members of the Supervisory Board with the exception of not more than one person, must be independent. The present members of ING Group’s Supervisory Board are all independent within the meaning of the Tabaksblat Code. The definitions of independence under the Tabaksblat Code however, differ in their details from the definitions of independence under the NYSE listing standards. In some cases the Dutch requirements are stricter and in other cases the NYSE listing standards are the stricter of the two. The Audit Committee, Corporate Governance Committee and Remuneration and Nomination Committee of ING Group are comprised of members of the Supervisory Board.
• In contrast to the Sarbanes-Oxley Act of 2002, the Tabaksblat Code contains a “comply-or-explain” principle, offering the possibility to deviate from the Tabaksblat Code as long as any such deviations are explained.
• Dutch law requires that the external auditors be appointed at the General Meetings of Shareholders and not by the Audit Committee.
• The ING Group’s Articles of Association provide that there are no quorum requirements to hold a General Meeting of Shareholders, although certain shareholder actions may require a quorum.
• The shareholder approval requirements with respect to equity compensation plans under Dutch Law and the Tabaksblat Code differ from those applicable to US companies which are subject to the NYSE’s listing standards. Under Dutch Company Law and the Tabaksblat Code shareholder approval is only required for equity compensation plans (or changes thereto) for members of the Executive Board and Supervisory Board, and not for equity compensation plans for other groups of employees.