ING to issue limited number of shares to fund incentive plans

Amsterdam, 22 May 2013

ING announced today that it will start issuing (depositary receipts for) ordinary shares ING Groep N.V., “shares”, in order to fund obligations arising from share-based employee incentive programmes. The number of shares to be issued in the course of 2013 is non-material and normally expected to be less than 11 million shares (approximately 0.3% of the 3,831 million shares currently outstanding). The intended share issues fall within the regular authorisation given to the Executive Board at the Annual General Meeting of shareholders and have been approved by the Supervisory Board.

Previously, ING funded the programmes from a hedge portfolio which was rebalanced periodically. In December 2010 ING announced that it would cease to rebalance the portfolio in order to simplify the management and administration of the programmes. Since then, shares in the delta hedge portfolio were used to fund the obligations arising from the programmes. Now that all shares in the delta hedge portfolio are used, and while ING cannot buy shares in the market until all core Tier 1 securities have been repaid to the Dutch state, ING will fund these obligations by issuing new shares.

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ING is a global financial institution of Dutch origin, offering banking, investments, life insurance and retirement services to meet the needs of a broad customer base. Going forward, we will concentrate on our position as an international retail, direct and commercial bank, while creating an optimal base for an independent future for our insurance and investment management operations

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