ING sells 52 million shares in NN Group for total proceeds of EUR 1.2 billion

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ING announced today the successful sale of 52 million ordinary shares of NN Group. Following strong demand, ING Group decided to upsize the transaction from the 43 million shares, as announced earlier. The shares have been sold at a price of EUR 24.00 per share. As part of the transaction, NN Group has repurchased 8.3 million shares at the same price per share, for an aggregate amount of EUR 200 million. The gross proceeds to ING Group from the offering, including the repurchase by NN Group, amounted to EUR 1.2 billion. The transaction has reduced ING Group's stake in NN Group's outstanding capital from 68.1% to 54.6%.

ING Group has previously announced that, following the initial public offering of NN Group on 2 July 2014, ING Group intends to divest its remaining stake in NN Group over time, in line with its strategy to divest all of its insurance and investment management businesses. With this transaction, ING Group further reduces its stake in NN Group while retaining flexibility in the divestment of the remaining stake. NN Group ordinary shares are traded on Euronext Amsterdam under the symbol 'NN'.

The ordinary shares have been sold by way of an accelerated book building offering to institutional investors and to NN Group. As of settlement of the transaction, the remaining shares in NN Group held by ING Group will be subject to a lock-up period of 90 days (subject to certain exceptions and the Joint Bookrunners' right to waive the lock up restrictions). The transaction is expected to settle on 20 February 2015.

The transaction will not impact the profit and loss account of ING Group. The transaction is expected to have a negative impact of approximately EUR 1.6 billion on the shareholders' equity of ING Group. This amount reflects the difference between the net proceeds of the transaction and the IFRS book value as of 31 December 2014 of the stake being sold. The actual amount of any decrease in ING Group's shareholders' equity will depend on the actual book value at the date of settlement of the transaction and will be reflected in the first-quarter financial statements of ING Group. The transaction will not affect the shareholders' equity or capital ratios of ING Bank, while the transaction is expected to have a positive effect of around 40 basis points on the ING Group CET1 ratio on a fully loaded basis.

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ING PROFILE
ING is a global financial institution of Dutch origin offering banking services through its operating company ING Bank and holding significant stakes in the listed insurers NN Group NV and Voya Financial, Inc. The purpose of ING Bank is empowering people to stay a step ahead in life and in business. ING Bank's 53,000 employees offer retail and commercial banking services to customers in over 40 countries.
ING Group shares are listed (in the form of depositary receipts) on the exchanges of Amsterdam (INGA NA, ING.AS), Brussels and on the New York Stock Exchange (ADRs: ING US, ING.N).
Sustainability forms an integral part of ING's corporate strategy, which is evidenced by ING Group shares being included in the FTSE4Good index and in the Dow Jones Sustainability Index (Europe and World) where ING is the industry leader in the diversified financials group.

This announcement has been issued by, and is the sole responsibility, of ING Group. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Morgan Stanley, Deutsche Bank and ING Bank (collectively, the "Managers") or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The distribution of this announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by ING [Group] or the Managers that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by ING [Group ]and the Managers to inform themselves about, and to observe, any such restrictions.

ING Group has not authorized any offer to the public of securities in any Member State of the European Economic Area. With respect to any Member State of the European Economic Area and which has implemented the Prospectus Directive other than the Netherlands (each a "Relevant Member State"), no action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any Relevant Member State. As a result, the securities may only be offered in Relevant Member States (i) to any legal entity which is a qualified investor as defined in the Prospectus Directive; or (ii) in any other circumstances falling within Article 3(2) of the Prospectus Directive. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to exercise, purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

In the Netherlands the Placing Shares are not and may not be offered other than to persons or entities who or which are qualified investors (gekwalificeerde beleggers) as defined in Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

The Placing Shares to be offered pursuant to the Placing will not be admitted to trading on any stock exchange other than to Euronext Amsterdam. Neither the content of the Company's website nor any website accessible by hyperlinks on ING Group's website is incorporated in, or forms part of, this announcement.