ING Group: ING announces liability management actions

            ING Group: ING announces liability management actions

  *ING Bank announces exchange offers into CRD-IV eligible Tier 2 securities
    for seven series of lower Tier 2 debt totalling approximately EUR 4.7
  *Additionally, ING Bank announces it will call USD 2 billion 8.5% Tier 1
    hybrid per call date 15 December 2013 to lower cost of capital
  *Liability management actions will further optimise capital structure of
    ING Bank ahead of implementation of CRD-IV legislation and have been
    approved by European Commission (EC) and Dutch Central Bank

INGBankannounced today a number of liability management actions. ING will
offer bondholders an opportunity to exchange seven series of subordinated debt
into CRD-IV eligible Tier 2 securities. Thisenables ING to proactively
optimise the Bank's capital structure in anticipation of the upcoming CRD-IV
implementation. In addition ING Bank will call USD 2 billion of hybrid Tier 1
securities which will lower its funding costs. The European Commission has
authorized the transactions.

The contribution of the subordinated debt that is currently included as lower
Tier 2 in the Bank's total capital ratio will gradually diminish following the
implementation date of CRD-IV on 1 January 2014. The exchange of the seven
series of lower Tier 2 debt securities with a total nominal value of EUR 4.7
billion at current exchange rates into two CRD-IV eligible Tier 2 securities
will further optimise the capital structure of ING Bank while maintaining its
strong capital position.

In addition, ING Bank announced its intention to call a USD 2 billion 8.5%
Hybrid Tier 1 as the capital contribution of non CRD-IV eligible Hybrid
securities to the Bank's Tier 1 capital will diminish by approximately the
same amount from 1 January 2014 based on CRD-IV. The successful issuance in
September 2013 of the USD 2.0 billion 5.8% CRD-IV eligible Tier 2 security
replaces the USD 2 billion 8.5% Tier 1 Hybrid in the total capital structure.
The transaction will reduce the cost of capital and will contribute to future

The transactions are not expected to have a material impact on ING Bank's
results. However, as agreed with the EC, the net present value of the
financial benefits realised through these transactions will be used to
increase the next repayment of core Tier 1 securities to the Dutch State,
scheduled for March 2014, whereas the final payment scheduled for May 2015
will be lowered by the same amount. The total amount of the repayment to the
Dutch State remains unchanged. 

Any future decisions by ING as to whether it will exercise (or cause to be
exercised) calls in respect of the debt securities that are not exchanged
pursuant to the relevant exchange offer will be made on an economic basis,
taking into account the interests of all stakeholders. Other factors that ING
will consider include prevailing market conditions, regulatory approval and
capital requirements as well as authorisation from the European Commission.
Based on the EC Restructuring Agreement as announced in November 2012, ING
requires authorization from the EC to execute liability management actions
until 18 November 2014, or when the State aid is repaid in full, whichever
comes first.


 Currency/                                   Current   Reset   Maturity  Exchange  New
    Type         ISIN     Amount Outstanding Interest Interest   Date     Price   Notes
                                             Rate^[i]   Rate
                                             3 month
                                             EURIBOR   N/A -
   Euro /                                    + 0.675   Reset   18 March            New
Subordinated XS0240868793   €1,000,000,000     per      Date     2016     99.75%   Euro
                                              cent.   already                     Notes
                                               per    occurred
                                                      3 month
                                              4.625   EURIBOR
   Euro /                                      per    + 1.440  15 March            New
Subordinated NL0000113892   €1,000,000,000    cent.     per      2019    100.00%   Euro
                                               per     cent.                      Notes
                                              annum     per
                                             3 month
                                               USD     N/A -
U.S. Dollars                                 LIBOR +   Reset                       New
     /       XS0255306671 U.S.$1,250,000,000  0.675     Date    23 May    99.25%   U.S.
Subordinated                                   per    already    2016             Dollar
                                              cent.   occurred                    Notes
                                             3 month
                                               USD     N/A -
U.S. Dollars                                 LIBOR +   Reset                       New
     /       XS0256836171  U.S.$100,000,000   0.675     Date    8 June    99.00%   U.S.
Subordinated                                   per    already    2016             Dollar
                                              cent.   occurred                    Notes
                                             3 month
                                               USD     N/A -
U.S. Dollars                                 LIBOR +   Reset      26               New
     /       XS0268815528  U.S.$200,000,000   0.710     Date   September  98.75%   U.S.
Subordinated                                   per    already    2016             Dollar
                                              cent.   occurred                    Notes
                                             3 month
                                               USD     N/A -
U.S. Dollars                                 LIBOR +   Reset      21               New
     /       XS0275827292  U.S.$200,000,000   0.700     Date   November   98.75%   U.S.
Subordinated                                   per    already    2016             Dollar
                                              cent.   occurred                    Notes
                                             3 month
                                               USD     N/A -
U.S. Dollars                                 LIBOR +   Reset                       New
     /       XS0306992545 U.S.$2,000,000,000  0.700     Date    3 July    98.50%   U.S.
Subordinated                                   per    already    2017             Dollar
                                              cent.   occurred                    Notes


                                              Optional      Reset
New Notes Currency / Type  Initial Interest  Redemption    Interest   Maturity
  Title                       Rate^[ii]      Date/Reset      Rate       Date
                           The aggregate of              aggregate of
New Euro      Euro /       2.45% and the 5   21 November 2.45% and a     21
  Notes    Subordinated   Year Euro Mid-Swap    2018        reset     November
                            Rate per annum                 Mid-Swap     2023
                                                           Rate per
                           The aggregate of              aggregate of
New U.S.  U.S. Dollars /   2.70% and the 5   21 November 2.70% and a     21
 Dollar    Subordinated    Year U.S. Dollar     2018        reset     November
  Notes                   Mid-Swap Rate per                Mid-Swap     2023
                                annum                      Rate per


8.50% ING Perpetual Hybrid Capital Securities, Cusip 456837806, call date 15
December 2013

^i More  detailed information  about the  interest rate  is contained  in  the 
relevant Existing Note Conditions.
^ii More detailed  information about  the interest  rate is  contained in  the 
relevant New Note Conditions.
^iii Subject  to  adjustment for  non-business  days in  accordance  with  the 
relevant New Note Conditions.


The exchange offers are being made on terms and subject to the conditions set
out in the Exchange Offer Memorandum dated 6 November 2013. Announcement of
results is expected on 15 November 2013. 

This document is not an offer of securities for sale, a solicitation of an
offer to buy for securities in the United States or any other jurisdiction.
The exchange offers are not being made within, and this document is not for
distribution in or into, the United States of America or to any U.S. person
(as defined in Regulation S under the United States Securities Act of 1933, as
amended (the "Securities Act")). Securities may not be offered, sold or
delivered in the United States absent registration under, or an exemption from
the registration requirements of, the Securities Act. The new securities to be
issued in connection with the exchange offers described above have not been,
and will not be, registered under the Securities Act or the securities laws of
any U.S. state or other jurisdiction of the United States and may not be
offered, sold or delivered, directly or indirectly, within the United States
or to, or for the account or benefit of, U.S. persons.

For detailed information regarding the tender and exchange offers holders may
contact Merrill Lynch International acting as joint dealer manager and
structuring adviser and Credit Suisse Securities (Europe) Limited, HSBC Bank
plc, ING Bank N.V. and UniCredit Bank AG acting as joint dealer managers for
the offers. Copies of the Exchange Offer Memorandum are only available to
eligible holders upon request from the Exchange Agent Lucid Issuer Services
Limited at

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
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.

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information contained therein.

Source: ING Group via Thomson Reuters ONE
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