29 Companies acquired and companies disposed

The initial accounting for the fair value of the net assets of the companies acquired during the year has been determined only provisionally at 31 December 2007 given the proximity of the dates of acquisition to the year end. Also, the analysis of the contributory factors relating to goodwill will only be performed once the final values have been determined. The initial accounting shall be completed within a year of acquisition in accordance with IFRS 3 and the policies, procedures and risk management of the companies acquired shall be brought in line with ING during 2008.

Most significant companies acquired in 2007

	Landmark	Latin American Pension business of Santander	Oyak Bank	Sharebuilder Corporation	Total
General
Primary line of business	Insurance	Insurance	Bank	Bank

Date of acquisition	31 July 2007	4 December 2007	31 December 2007	15 November 2007

Percentage of voting shares acquired	100%	100%	100%	100%

Purchase price
Purchase price	255	692	1,903	152	3,002
Costs directly attributable to the acquisition	2	8	2	1	13
Cash purchase price	257	700	1,905	153	3,015

Cash in company acquired	29	28	75	12	144
Cash outflow on acquisition⁽²⁾	228	672	1,830	141	2,871

Assets
Cash assets	29	28	75	12	144
Investments		86	1,332		1,418
Loans and advances to customers			4,824	15	4,839
Amounts due from banks			508		508
Financial assets at fair value through profit and loss		520	41	2	563
Intangible assets		154	236		390
Miscellaneous other assets	18	85	474	80	657

Liabilities
Insurance and investment contracts		500			500
Amounts due to banks			632		632
Customer deposits and other funds on deposit			5,369		5,369
Miscellaneous other liabilities		182	601	51	834
Net assets	47	191	888	58	1,184
Minority interests
Net assets acquired	47	191	888	58	1,184

Goodwill recognised⁽¹⁾	208	501	1,015	94	1,818

Profit since date of acquisition	1	8		–1	8
Income if acquisition effected at start of year	15	209		38	262
Profit if acquisition effected at start of year⁽³⁾	4	46	80	–2	128

⁽¹⁾ Goodwill recognised in 2007 on immaterial acquisitions and real estate portfolios was EUR 222 million, resulting in total Goodwill recognised in 2007 of EUR 2,040 million as disclosed in Note 9 ‘Intangible assets’.

⁽²⁾ Cash outflow/inflow on group companies in the cash flow statement includes cash outflows/inflows on individually immaterial acquisitions and real estate portfolios in addition to the cash flows presented herein.

⁽³⁾ Estimate of full year profit of acquired company based on local accounting principles.

Acquisitions effective in 2007

In September 2007 ING paid EUR 20 million to increase its shareholding in ING Piraeus Life (the joint venture between ING and Piraeus Bank) from 50 to 100%.

In April 2007 ING acquired 100% of AZL, an independent Dutch provider of pension fund management services, for EUR 65 million.

In July 2007 ING announced that it had reached agreement to acquire full ownership of Landmark Investment Co Ltd, the twelfth largest asset manager in Korea. The purchase price paid for Landmark was EUR 255 million.

In November 2007 ING acquired 100% of Sharebuilder Corporation, a Seattle-based brokerage company for EUR 152 million, to extend its retail investment products range and geographical spread in the United States.

In November and December 2007 ING acquired the Latin American pension businesses of Banco Santander in Mexico for EUR 349 million, Columbia for EUR 88 million, Uruguay for EUR 20 million and Argentina for EUR 235 million. The pension business in Chile was acquired in January 2008 for EUR 450 million. The total cost of the entire deal was approximately EUR 1,142 million.

In December 2007 ING announced the completion of the acquisition of 100% of the shares in Oyak Bank for an amount of EUR 1,903 million. Oyak Bank is a leading bank in the Turkish market, offering a full range of banking services with a focus on retail banking. Goodwill of EUR 1,015 million was recognised on acquisition. There was no significant difference in the carrying values of the net assets acquired immediately before the acquisition and their fair values. The profit for the year (before amortisation of the intangibles recognised on purchase accounting) was approximately EUR 80 million, but no profit or loss was included in the ING Group net profit in 2007.

Most significant companies disposed in 2007

	Belgian Broker & employee benefits	ING Trust	ING Regio B.V	Total
General
Primary line of business	Insurance	Bank	Bank

Sales proceeds
Sales proceeds	777	25	51	853
Cash proceeds	777	25	51	853

Cash in company disposed	11			11
Cash inflow on disposal⁽¹⁾	766	25	51	842

Assets
Cash assets	11			11
Investments	4,622			4,622
Loans and advances to customers	301	4	1,156	1,461
Financial assets at fair value through profit and loss	350			350
Miscellaneous other assets	463	10	110	583

Liabilities
Insurance and investment contracts	5,075			5,075
Customer deposits and other funds on deposit			2,052	2,052
Miscellaneous other liabilities	178	-4	-811	-637
Net assets	494	18	25	537
% disposed	100	100	100
Net assets disposed	494	18	25	537

Gain/loss on disposal	418	7	26	451

⁽¹⁾Cash outflow/inflow on group companies in the cash flow statement includes cash outflows/inflows on individually immaterial disposals in addition to the cash flows presented.

Disposals effective in 2007

In June 2007 ING sold its investment in Nationale Borg, a specialist provider of guarantee insurance to HAL Investments BV and Egeria.

In July 2007 ING sold ING Trust to management and Foreman Capital, an independent investment company based in the Netherlands. The sale is part of ING’s strategy to focus on its core banking, insurance and asset management businesses.

In July 2007 ING sold its entire shareholding in ING Regio B.V., a subsidiary of Regio Bank NV to SNS REAAL for EUR 50.5 million, resulting in a gain of EUR 26 million. This entity conducts most of the business of Regio Bank. The legal entity Regio Bank NV itself was not part of the transaction.

In September 2007 ING sold its Belgian Broker and Employee Benefits insurance business to P&V Verzekeringen for EUR 777 million, resulting in a gain of EUR 418 million.

Disposals announced and expected to occur in 2008

In December 2007 ING announced that agreement had been reached to sell NRG, a reinsurance unit, to Berkshire Hathaway. The sale for approximately EUR 300 million will result in a loss of approximately EUR 129 million. A provision has been recognised for this loss in Other liabilities. The net assets of NRG at 31 December 2007 amounted to EUR 397 million. Individually significant assets and liabilities consisted of Investments of EUR 578 million and Technical provisions of EUR 194 million, respectively.

In February 2008, ING Group announced that it has reached an agreement with AXA to sell part of its Mexican business, Seguros ING SA de CV and subsidiaries, for a price of approximately EUR 1.0 billion. Under the terms of the agreement, ING will divest companies that comprise its non-life businesses of P&C and Auto, plus its Health and Life insurance lines, its Health Maintenance Organization (ISES) and its Bonding Business. This sale, which is subject to regulatory approval and is expected during the course of 2008, will allow ING to focus on growing its existing Mexican pension (Afore) and Annuities businesses. Seguros ING SA de CV and subsidiaries are presented within the Insurance Americas segment in Note 49 ‘Primary reporting format – Business segments’.

Most significant companies acquired in 2006

	ABN AMRO Asset Management (Taiwan) Ltd	Appleyard	Summit REIT	Total
General
Primary line of business	Insurance	Bank	Bank

Date of acquisition	27 October 2006	1 July 2006	5 October 2006

Percentage of voting shares acquired	100%	100%	56%

Purchase price
Purchase price	65	110	2,132	2,307
Cash purchase price	65	110	2,132	2,307

Cash in company acquired	19			19
Cash outflow on acquisition⁽²⁾	46	110	2,132	2,288

Assets
Cash assets	23			23
Investments	2		2,132	2,134
Amounts due from banks	1			1
Financial assets at fair value through profit and loss	2		793	795
Miscellaneous other assets		332	34	366

Liabilities
Amounts due to banks		238		238
Miscellaneous other liabilities	4	52	73	129
Net assets	24	42	2,886	2,952
Minority interests			754	754
Net assets acquired	24	42	2,132	2,198

Goodwill recognised⁽¹⁾	41	54		95

Profit since date of acquisition	–1	1	8	8
Income if acquisition effected at start of year	2	33	131	166

⁽¹⁾ Goodwill recognised in 2006 on immaterial acquisitions and real estate portfolios was EUR 74 million, resulting in total Goodwill recognised in 2006 of EUR 169 million as disclosed in Note 9 ‘Intangible assets’.

⁽²⁾Cash outflow/inflow on group companies in the cash flow statement includes cash outflows/inflows on individually immaterial acquisitions and real estate portfolios in addition to the cash flows presented herein.

In July 2006 ING acquired 100% of Appleyard Vehicles Contracts, a U.K. based car leasing company. The purchase price paid for Appleyard was EUR 110 million.

In October 2006 ING acquired 56% of Summit Real Estate Investment Trust (Summit REIT) for an amount of EUR 2,132 million. Summit REIT owns a portfolio of high-quality light industrial properties in major markets across Canada.

In October 2006 ING acquired 100% of ABN AMRO Asset Management (Taiwan) Ltd, a registered Securities Investment Trust Enterprise, for EUR 65 million. The purchase will strengthen ING’s existing position as the Taiwanese largest overall asset manager.

Most significant companies disposed in 2006

	Williams de Broë	Deutsche Hypothekenbank AG	Degussa Bank	Total
General
Primary line of business	Bank	Bank	Bank

Sales proceeds
Sales proceeds	19	275	195	489
Cash proceeds	19	275	195	489

Cash in company disposed		11	27	38
Cash inflow on disposal⁽¹⁾	19	264	168	451

Assets
Cash assets		11	27	38
Investments		9,556		9,556
Loans and advances to customers	228	16,884	2,334	19,446
Amounts due from banks	14	5,928	187	6,129
Financial assets at fair value through profit and loss	5	3,280	162	3,447
Miscellaneous other assets	27	747	163	937

Liabilities
Amounts due to banks	64	2,439	198	2,701
Customer deposits and other funds on deposit		8,984	2,184	11,168
Miscellaneous other liabilities	198	24,541	286	25,025
Net assets	12	442	205	659
% disposed	100%	84%	100
Net assets disposed	12	370	205	587

⁽¹⁾Cash outflow/inflow on group companies in the cash flow statement includes cash outflows/inflows on individually immaterial disposals in addition to the cash flows presented.

In June 2006 ING sold its U.K. brokerage unit Williams de Broë Plc for EUR 22 million. The sale is part of ING Group’s strategy to focus on core businesses. The result on the sale is subject to closing adjustments.

In September 2006 ING sold its 87.5% stake in Deutsche Hypothekenbank AG, a publicly listed mortgage bank in Germany, as part of ING’s strategy to focus on its core business. The sale resulted in a loss of EUR 83 million.

In December 2006 ING sold its stake in Degussa Bank, a unit of ING-DiBa specialising in worksite banking for private customers. The sale results in a loss of EUR 23 million.

Total of companies acquired and total of companies disposed in 2005

	Acquisition of Eural	Acquisition of New Zealand	Total acquisitions	Disposal of Baring Asset Management	Disposal of Life of Georgia	Total disposals
General
Primary line of business	Bank	Life Insurance		Bank	Life Insurance

Purchase price
Purchase price	83	98	181	663	235	898
Cash in company acquired / disposed					118	118
Cash outflow / inflow on acquisition / disposal	83	98	181	663	353	1,016

Assets
Investments	1,535		1,535		1,809	1,809
Loans and advances to customers	819		819	2,196		2,196
Amounts due from banks	286		286	1,419		1,419
Miscellaneous other assets	65	151	216	696		696

Liabilities
Insurance and investment contracts					1,503	1,503
Amounts due to banks	7		7	68		68
Customer deposits and other funds on deposit	1,384		1,384	2,470		2,470
Miscellaneous and other liaibilities	1,231		1,231	910		910
Net assets	83	151	234	863	306	1,169
Minority interests
Net assets acquired	83	151	234	863	306	1,169

In February 2005, ING sold internet service provider Freeler to KPN. The sale resulted in a net gain of EUR 10 million.

In March 2005, ING Group reduced its stake in ING Bank Slaski from 87.77% to 75% by selling shares on the market. By reducing the stake in ING Bank Slaski, ING Group complied with requirements set by the Polish regulator in 2001. ING Group has no intention to further reduce its stake of 75% in ING Bank Slaski.

In March 2005, ING Group acquired 19.9% of Bank of Beijing for an amount of EUR 166 million. Bank of Beijing is the second largest city commercial bank in China and the third largest bank in Beijing.

In March 2005, ING Group finalised the sale of Barings Asset Management to MassMutual Financial Group and Northern Trust Corp. The sale resulted in a net gain of EUR 254 million.

In May 2005, ING Group sold Life Insurance Company of Georgia to Prudential PLC’s subsidiary, Jackson National Life Insurance Company. The loss from this transaction amounts to EUR 32 million after tax.

In June 2005, ING Group formed a private equity joint venture to purchase Gables Residential Trust, a U.S.-based real estate investment trust. Gables Residential Trust is a developer, builder, owner and manager of higher-end multifamily properties. ING will provide USD 400 million in equity to finance the transaction. The venture is managed by ING Clarion, a wholly-owned subsidiary of ING Group.

In June 2005, ING Group has purchased GE Commercial Finance’s 50% stake in NMB-Heller’s Dutch and Belgian factoring business. The factoring business has been transferred into a new company, which operates under the name ING Commercial Finance. GE Commercial Finance purchased ING’s 50% stake in NMB-Heller’s German unit, Heller GmbH. Both purchases took effect retroactively from 1 January 2005.

In August 2005, ING Group acquired a portfolio of properties located in the UK from Abbey National. The purchase price amounted to EUR 1.7 billion. The portfolio has been divided between various separate account clients.

In October 2005, ING Group acquired Eural NV from Dexia Bank Belgium. In the course of 2006, Eural is expected to be merged with ING Belgium’s unit Record Bank.

In November 2005, ING Group sold its stake in Austbrokers Holdings in an initial public offering. Austbrokers is one of the leading insurance brokers in Australia. The decision to sell the business follows ING’s sale of its 50% stake in general insurer QBE Mercantile Mutual to QBE in 2004.

In December 2005 ING Group sold Arenda Holding BV to ZBG, a Dutch private equity firm. Arenda is a provider of consumer finance products.

2007 ANNUAL REPORT