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

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

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO CANADA, JAPAN OR AUSTRALIA

  oING to issue EUR 1.125 billion subordinated notes to RRJ Capital, Temasek
    and SeaTown
  oNotes are mandatorily exchangeable into NN Group shares in three tranches
    through 2016
  oING 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, Temasekand 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
shares.

"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
appropriate.

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
schedule:

              RRJ Capital Temasek (EUR SeaTown (EUR Features
              (EUR        million)     million)
              million)
1^st tranche  264.7       150.0        35.3           oExchange at closing of
                                                        IPO;
(EUR 450                                              oExchange price at a
million)                                                discount of 1.5% to
                                                        the IPO price;
                                                      oLock-up until the
                                                        later of 6 months
                                                        after settlement of
                                                        IPO or 9 months from
                                                        the date of issue of
                                                        the notes
2^nd tranche  198.5       112.5        26.5           oExchange at any time
                                                        in 2015 at the
(EUR 337.5                                              discretion of ING
million)                                                Group;
                                                      oExchange 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);
                                                      oLock-up of 3 months
3^rd tranche  198.5       112.5        26.5           oExchange at any time
                                                        in 2015 or 2016, after
(EUR 337.5                                              the exchange of the
million)                                                2^nd tranche and at
                                                        the discretion of ING
                                                        Group;
                                                      oExchange price is the
                                                        lower of (i) a 3%
                                                        discount to the NN
                                                        Group closing share
                                                        price or (ii) the 5
                                                        day VWAP;
                                                      oNo 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 Capital is 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, Temasek is 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.

NOTE FOR EDITORS
Photos of ING operations, buildings and its executives are available for
download at www.flickr.com/photos/inggroup. Footage (B-roll) of ING are
available via www.videobankonline.com, or can be requested by emailing
info@videobankonline.com. For further information on NN Group, please visit
www.nn.eu.

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 PROFILE
ING is a global financial institution of Dutch origin offering services
through its operating companies ING Bank and NN Group.
The purpose of ING 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.
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 purchase, any securities in the United States or any other
jurisdiction. The securities of NN Group have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), and may not be offered or sold within the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act

.

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Source: ING Group via Globenewswire
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