ING launches Tender Offer for preference shares A

ING launches Tender Offer for preference shares A

THIS ANNOUNCEMENT IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, ITALY OR THE UNITED STATES

Amsterdam, 5 March 2008

ING announced today the tender offer for the 6,012,839 issued and outstanding (depositary receipts of) preference shares A of ING Groep N.V., with a nominal value of EUR 1.20 each. The purchase price for each share offered in accordance with the Tender Offer is EUR 3.60, or EUR 21,6 million in total. The offer price is in line with the earlier buy backs of preference shares ING has completed and represents a premium of approximately 20 percent on the closing price on Tuesday 4 March 2008.

The purpose of the intended buy back of the preference A shares is to simplify the corporate ownership and capital structure of ING on a one-share-one-vote basis. Furthermore, ING intends to optimise its capital structure and therefore ING no longer needs preference shares as a source of financing. The purchase of the preference A shares has no significant impact on ING Group’s earnings or key ratios and will not impact the ongoing share buy back programme for ordinary ING shares.

The offer period commences on 5 March 2008 and ends at 26 June 2008 unless extended or earlier terminated in accordance with the terms of the Offer. On 22 April 2008, ING will propose to its annual general meeting of shareholders the cancellation of all preference A shares, including those not offered under the Tender Offer, which is in accordance with the Articles of Association of ING Group. Shareholders who do not tender their shares and whose shares will – subject to the approval by the annual general meeting of shareholders of ING – be cancelled, will receive EUR 3.40 plus EUR 0.1068 of accrued gross dividend for each preference A share. The amount of the accrued dividend is calculated as from 1 January 2008 and is based upon the expectation that cancellation takes place on 4 September 2008.

ING has appointed ING Bank N.V. to act as Tender Agent in connection with the Tender Offer. The Offer Memorandum setting out the terms and conditions of this Tender Offer is available as of 5 March at ING Bank.

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ING is a global financial institution of Dutch origin offering banking, insurance and asset management to over 75 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 120,000 people, ING comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.


Disclaimer

The tender offer described above (the Tender Offer) is made solely by the Tender Offer Memorandum dated 5 March 2008 (the Tender Offer Memorandum), which contains the full terms and conditions of the Tender Offer. Shareholders are advised to read the Tender Offer Memorandum because this document contains important information. The availability of the Tender Offer to Shareholders not resident in the Netherlands may be affected by the laws of the relevant jurisdiction in which they are resident. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The Tender Offer is not made, and the Shares will not be accepted for purchase from or on behalf of any Shareholders, in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with any regulatory authority not expressly contemplated by the terms of the Tender Offer Memorandum. Persons obtaining the Tender Offer Memorandum are required to take due note and observe all such restrictions and obtain any necessary authorisations, approvals and consents. Any person (including, without limitation, custodians, nominees and trustees) who would or otherwise intends to forward the Tender Offer Memorandum or any related document to any jurisdiction outside the Netherlands, should carefully read the paragraph headed "Tender Offer Restrictions" of the Tender Offer Memorandum before taking any action. More specifically, the Tender Offer is not made, directly or indirectly, in or into the United Kingdom, Belgium or France (other than described in the Tender Offer Memorandum), the United States, Canada, Australia or Italy. Accordingly, copies of this press release are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from the United Kingdom, Belgium or France (other than described in the Tender Offer Memorandum), the United States, Canada, Australia or Italy and persons receiving this press release (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from such jurisdictions.