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ING Group: ING sells 45 million shares in NN Group for total proceeds of EUR 1.1 billion


ING announced today the successful sale of 45 million ordinary shares of NN
Group. The shares have been sold at a price of EUR 25.46 per share net of
commissions. As part of the transaction, NN Group has repurchased 5.9 million
shares at the same price per share, for an aggregate amount of EUR 150
million. The gross proceeds to ING Group from the offering, including the
repurchase by NN Group, amounted to EUR 1.1 billion. The transaction has
reduced ING Group's stake in NN Group's outstanding capital from 54.8% to
42.4%. Upon settlement of the transaction, which is expected on 29 May 2015,
ING Group will deconsolidate its stake in NN Group in line with IFRS. As of
that date, the retained minority stake in NN Group will be accounted for as
an Associate held for sale.

ING has previously announced that it 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 as part of the restructuring agreement
with the European Commission as amended on 16 November 2012, ultimately by
the end of 2016. In this context, ING Group sold shares of NN Group through
an initial public offering in July 2014 and a follow-on offering in February
2015. NN Group ordinary shares are traded on Euronext Amsterdam under the
symbol 'NN'.

With the IFRS-deconsolidation of NN Group, ING will have achieved compliance
with the EC commitment to bring - before the end of 2015 - its stake in NN
Group below 50% and deconsolidate the business (in line with IFRS). In
addition, the restrictions from the EC decision of November 2012 on
acquisitions and on price leadership will no longer apply after ING has
confirmed the deconsolidation to the EC.

The transaction announced today was executed 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 Global Coordinators and Bookrunners' right to waive
the lock up restrictions).

The transaction is estimated to raise ING Group's fully loaded CET1 ratio by
approximately 80 basis points to approximately 12.4% on a pro forma basis, as
the negative impact on ING Group shareholders' equity is more than offset by
the release of the corresponding CRD IV Financial Institutions deductions.
The transaction has no impact on ING Bank's capital ratios. The estimated
negative impact on ING Group shareholders' equity is approximately EUR 6.2
billion, representing the difference between the market value of ING Group's
54.8% stake in NN Group, and the estimated IFRS book value of this stake at
the date of deconsolidation, adjusted for the provision that was formed to
reflect the difference between the market value and the book value of the NN
Group shares to be exchanged for the second and third tranches of mandatorily
exchangeable notes. The transaction is estimated to have a negative impact on
the profit and loss account of ING Group of approximately EUR 0.1 billion
which will be reflected in the second quarter 2015 results. This amount
broadly reflects the difference between the negative impact on equity and the
release of corresponding revaluation reserves.

Note for editors

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| Press enquiries Investor enquiries |
| Frans Middendorff ING Group Investor Relations |
|+31 20 576 6385 +31 20 576 6396 |
| |
| |
ING Profile

ING is a global financial institution with a strong European base, offering
banking services through its operating company ING Bank and holding a
significant stake in the listed insurer NN Group NV. 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.

| Important legal information |
| |
| |
|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 counterparty |
|creditworthiness, (6) the frequency and severity of insured loss events, (7) |
|changes affecting mortality and morbidity levels and trends, (8) changes |
|affecting persistency levels, (9) changes affecting interest rate levels, |
|(10) changes affecting currency exchange rates, (11) changes in investor, |
|customer and policyholder behaviour, (12) changes in general competitive |
|factors, (13) changes in laws and regulations, (14) changes in the policies |
|of governments and/or regulatory authorities, (15) conclusions with regard to |
|purchase accounting assumptions and methodologies, (16) changes in ownership |
|that could affect the future availability to us of net operating loss, net |
|capital and built-in loss carry forwards, (17) changes in credit-ratings, |
|(18) ING's ability to achieve projected operational synergies and (19) the |
|other risks and uncertainties detailed in the risk factors section contained |
|in the most recent annual report of ING Groep N.V. |
| |
|Any forward-looking statements made by or on behalf of ING speak only as of |
|the date they are made, and, ING assumes no obligation to publicly update or |
|revise any forward-looking statements, whether as a result of new information |
|or for any other reason. This document does not constitute an offer to sell, |
|or a solicitation of an offer to buy, any securities. |
This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in or into the United States, Australia,
Canada, Japan or any jurisdiction into which the publication or distribution
would be unlawful. This announcement is for information purposes only and
does not constitute an offer to sell or issue or the solicitation of an offer
to buy or acquire shares in the capital of NN Group in the United States,
Australia, Canada, Japan or any jurisdiction in which such offer or
solicitation would be unlawful or require preparation of any prospectus or
other offer documentation or would be unlawful prior to registration,
exemption from registration or qualification under the securities laws of any
such jurisdiction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions. The
Placing Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended ("Securities Act"), and may not be
offered, sold or transferred, directly or indirectly, within the United
States except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and the securities
laws of any state or other jurisdiction of the United States. No public
offering of the shares referred to in this announcement is being made in the
United States or elsewhere.

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 Goldman Sachs International, JP Morgan Securities, Merrill Lynch
International 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 Managers
act exclusively for ING Group and no-one else in connection with any offering
of shares in the capital of NN Group and will not be responsible to anyone
other than ING Group for providing the protections afforded t...

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