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ING Group: ING Group secures EUR 1.275 billion investment in NN Group ahead of IPO


* ING to issue EUR 1.125 billion subordinated notes to RRJ Capital, Temasek
and SeaTown
* Notes are mandatorily exchangeable into NN Group shares in three tranches
through 2016
* ING to also sell shares in NN Group to each investor at intended IPO
totaling EUR 150 million

ING Group has secured important investments into NN Group totalling EUR 1.275
billion ahead of NN Group's intended Initial Public Offering (IPO). In this
context, ING Group has agreed to sell NN Group shares at the IPO to RRJ
Capital, Temasek and SeaTown Holdings International (SeaTown), three
Asia-based investment firms, and also to issue to these three investors
subordinated notes that ING Group will over time exchange into NN Group

"We are delighted with the commitment of RRJ Capital, Temasek and SeaTown to
make these substantial investments into NN Group ahead of the intended IPO,"
said Ralph Hamers, CEO of ING Group. "This is a strong sign of the belief of
each of these institutional investors in the attractiveness of NN Group as an
investment proposition and of their confidence in the prospects of NN Group
as an independent company."

As previously announced, ING Group is preparing NN Group, which comprises ING
Group's European and Japanese insurance and investment management operations,
for a base case IPO. Preparations are on track for a transaction in 2014,
depending on market circumstances. Further announcements on the base case IPO
of NN Group, including the capital structure, will be made as and when

Under the agreed terms, ING Group will receive cash amounts of EUR 750 million
from RRJ Capital, EUR 425 million from Temasek and EUR 100 million from
SeaTown in exchange for (1) the allocation of NN Group shares from ING Group
at the intended IPO of NN Group (the "anchor investment") and (2)
subordinated ING Group notes, mandatorily exchangeable into NN Group shares
over time. The combined proceeds represent an aggregate amount of EUR 1.275
billion of direct and indirect investments into NN Group shares.

The anchor investment in NN Group shares at the time of the intended IPO will
total EUR 150 million, of which EUR 88 million by RRJ Capital, EUR 50 million
by Temasek and EUR 12 million by SeaTown. There will be no lock-up on these
NN Group shares which will be acquired at the IPO transaction price.

In May 2014, ING Group will issue to each of the investors in this transaction
mandatory exchangeable subordinated notes for a total amount of EUR 1.125
billion. These notes will accrue a 4% coupon, and will be mandatorily
exchangeable into NN Group shares in three tranches according to following

| RRJ Capital Temasek (EUR million) SeaTown (EUR million) Features |
| |
| (EUR million) |
|1sttranche 264.7 150.0 35.3 * Exchange at closing of IPO; |
| * Exchange price at a discount of 1.5% to the IPO price; |
| * Lock-up until the later of 6 months after settlement of IPO or 9 months |
|(EUR 450 million) from the date of issue of the notes |
|2ndtranche 198.5 112.5 26.5 * Exchange at any time in 2015 at the discretion of ING Group; |
| * Exchange price is the lower of (i) a 3% discount to the NN Group closing |
| share price or (ii) the 5 day Volume Weighted Average Price (VWAP); |
|(EUR 337.5 million) * Lock-up of 3 months |
|3rdtranche 198.5 112.5 26.5 * Exchange at any time in 2015 or 2016, after the exchange of the 2ndtranche |
| and at the discretion of ING Group; |
| * Exchange price is the lower of (i) a 3% discount to the NN Group closing |
|(EUR 337.5 million) share price or (ii) the 5 day VWAP; |
| * No lock-up |
|Total 661.7 375.0 88.3 |
| |
|(EUR 1,125 million) |
ING Group has also agreed certain orderly market arrangements which will be
appropriately disclosed in the IPO prospectus as and when that document is
published. None of RRJ Capital, Temasek and SeaTown will have any special
governance rights in NN Group as a result of these transactions.

The transactions are subject to the base case IPO of NN Group taking place in
2014. If the IPO does not take place in 2014, the transactions with these
three investors will be unwound, and the subordinated notes will be redeemed.

RRJ Capitalis an Asia-based investment management company. It currently
manages two private equity funds with a combined size of USD 5.9 billion. RRJ
Capital strategically focuses on the following sectors: Financial
Institutions, Consumer, Energy, Food and Industrials.

Incorporated in 1974,Temasekis an investment company based in Singapore.
Supported by 11 offices globally, Temasek owns a S$ 215 billion (USD 173
billion) portfolio as at 31 March 2013, with more than 70% of its underlying
assets in Asia (including Singapore).

SeaTown, based in Singapore, is a wholly-owned subsidiary of Temasek and was
established in 2009 as an investment manager focused on absolute returns.
SeaTown seeks to achieve consistent, superior risk-adjusted investment
returns with its core strategy in value investing across the capital
structure in companies globally.

Photos of ING operations, buildings and its executives are available for
download atwww.flickr.com/photos/inggroup. Footage (B-roll) of ING are
available viawww.videobankonline.com, or can be requested by
emailinginfo@videobankonline.com. For further information on NN Group, please

|Press enquiries ING Group Investor enquiries ING Group |
|Victorina de Boer ING Group Investor Relations |
|+31 20 576 6373 +31 20 576 6396 |
|Victorina.de.Boer@ing.com Investor.Relations@ing.com |
| |
|ING is a global financial institution of Dutch origin offering services |
|through its operating companies ING Bank and NN Group. |
| |
|The purpose ofING Bank |
|is empowering people to stay a step ahead in life and in business. ING Bank's |
|more than 63,000 employees offer retail and commercial banking services to |
|customers on in over 40 countries. ING's subsidiary NN Group |
|is a leading insurance and investment company active in 18 countries, |
|predominantly in Europe and Japan, with more than 12,000 employees. NN Group |
|is preparing to become an independent, stand-alone company, separate from |
|ING. |
| |
|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 shares being included in the |
|Dow Jones Sustainability Index (Europe and World), the FTS4Good index and the |
|Euronext Vigeo Europe 120 index. |
|Certain of the statements contained in this document are not historical facts, |
|including, without limitation, certain statements made of future expectations |
|and other forward-looking statements that are based on management's current |
|views and assumptions and involve known and unknown risks and uncertainties |
|that could cause actual results, performance or events to differ materially |
|from those expressed or implied in such statements. Actual results, |
|performance or events may differ materially from those in such statements due |
|to, without limitation: (1) changes in general economic conditions, in |
|particular economic conditions in ING's core markets, (2) changes in |
|performance of financial markets, including developing markets, (3) |
|consequences of a potential (partial) break-up of the euro, (4) the |
|implementation of ING's restructuring plan to separate banking and insurance |
|operations, (5) changes in the availability of, and costs associated with, |
|sources of liquidity such as interbank funding, as well as conditions in the |
|credit markets generally, including changes in borrower and ...

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