ING Group: Underwriters in NN Group IPO exercise over-allotment option

    ING Group: Underwriters in NN Group IPO exercise over-allotment option

The joint global co-ordinators in the Initial Public Offering (IPO) of NN
Group N.V. have, on behalf of the underwriters, fully exercised their option
to purchase additional existing shares of NN Group from ING Group. With the
sale of 11.6 million additional shares (15% of the base offer shares) at the
offer price of EUR 20.00 per share, the exercise of the over-allotment option
generates gross proceeds to ING of EUR 231 million, and further reduces ING
Group's ownership in NN Group from 71.4% to 68.1%. Total gross proceeds from
the NN Group IPO including exchange of the first tranche of subordinated notes
into NN Group shares and the over-allotment option amount to EUR 2.2 billion.

The sale of the additional shares from the over-allotment option will have an
estimated negative impact of approximately EUR 288 million on the Third
Quarter 2014 shareholders' equity of ING Group. This impact reflects the
difference between the net proceeds of the sale of the 11.6 million additional
shares to ING and the IFRS book value of these additional shares. The actual
amount of this impact on the shareholders' equity of ING Group may differ and
will depend on the IFRS book value of the additional shares at the settlement
date of the transaction, which is expected on 15 July 2014, subject to
customary closing conditions.

As previously announced, ING intends to reduce its shareholding in NN Group to
below 50% before 31 December 2015 and divest the remaining stake before 31
December 2016, in an orderly manner and in line with the timeline ING has
agreed with the European Commission. ING retains full flexibility in the way
it may execute the divestment of the remaining stake in NN Group post IPO,
subject to certain lock-up arrangements agreed with the underwriters.

More information about NN Group and the IPO is available in the prospectus
dated 17 June 2014, copies of which may, subject to securities law
restrictions in certain jurisdictions, be obtained at no cost from NN Group's
head office during normal business hours. Alternatively, the prospectus can be
downloaded from NN Group's website at www.nn-group.com.

NOTE FOR EDITORS
Photos of NN Group and the NN Group listing event at Euronext Amsterdam are
available at www.flickr.com/photos/nn-group. For further information on NN
Group, please visit www.nn-group.com.

Photos of ING operations, buildings and its executives are available for
download at www.flickr.com/photos/inggroup. Footage (B-roll) of ING is
available via www.videobankonline.com, or can be requested by emailing
info@videobankonline.com. ING presentations are available at
www.slideshare.net/ING. For further information on ING, please visit
www.ing.com.

ING Group Press enquiries     ING Group Investor enquiries
Raymond Vermeulen             ING Group Investor Relations
+31 20 576 6369               +31 20 576 6396
Raymond.Vermeulen@ing.com     Investor.Relations@ing.com
NN Group Press enquiries      NN Group Investor enquiries
Daphne Andriesse              NN Group Investor Relations
+31 20 541 5582               +31 20 541 5464
Daphne.Andriesse@nn-group.com Investor.Relations@nn-group.com



ING PROFILE
ING is a global financial institution of Dutch origin offering services
through its operating company ING Bank and holding significant stakes in the
listed insurers NN Group NV and Voya Financial, Inc. The purpose of ING Bank
is empowering people to stay a step ahead in life and in business. ING Bank's
63,000 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 being included in the Dow Jones
Sustainability Index (Europe and World) and the FTS4Good index.
NN GROUP PROFILE
NN Group is an insurance and investment management company with a strong,
predominantly European presence in more than 18 countries. With over 12,000
employees the group offers retirement services, insurance, investments and
banking to more than 15 million customers. NN Group includes
Nationale-Nederlanden, ING Insurance Europe, ING Investment Management and ING
Life Japan and is listed on Euronext Amsterdam (NN).
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.

These materials are not for release, distribution or publication, whether
directly or indirectly and whether in whole or in part, into or in Canada or
Japan or any (other) jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction.

These materials are for information purposes only and are not intended to
constitute, and should not be construed as, an offer to sell or a solicitation
of any offer to buy the Shares of NN Group in Canada or Japan or in any other
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration, exemption from registration or qualification under the
securities laws of such jurisdiction.

The Shares are not and will not be registered under the U.S. Securities Act of
1933, as amended (the U.S. Securities Act) and will also not be registered
with any authority competent with respect to securities in any state or other
jurisdiction of the United States of America. The Shares may not be offered or
sold in the United States of America absent registration or an applicable
exemption from the registration requirements under the U.S. Securities Act.
There will be no public offering of Shares in the United States. Any Shares
sold in the United States will be sold only to "qualified institutional
buyers" (as defined in Rule 144A under the U.S. Securities Act) in reliance on
Rule 144A.

In the United Kingdom, this document and any other materials in relation to
the Shares is only being distributed to, and is only directed at, and any
investment or investment activity to which this document relates is available
only to, and will be engaged in only with, "qualified investors" (as defined
in section 86(7) of the Financial Services and Markets Act 2000) and who are
(i) persons having professional experience in matters relating to investments
who fall within the definition of "investment professionals" in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order"); or (ii) high net worth entities falling within Article
49(2)(a) to (d) of the Order (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should not take any
action on the basis of this document and should not act or rely on it.

In Australia this document is for distribution only to professional or
sophisticated investors (i.e. those persons to whom offers can be made without
a disclosure document, in accordance with sections 708(8) and (11) of the
Corporations Act 2001 (Cth)) who are "wholesale clients" within the meaning of
section 761G of the Corporations Act 2001 (Cth). The entity receiving this
document represents and warrants that if it is in Australia it is a wholesale
client and either a professional or sophisticated investor and that it will
not distribute this document to any person outside Australia. This document is
not supplied in connection with any offering of Shares. A decision whether to
subscribe for the Shares should be made on the basis of the information in the
relevant disclosure document which will be issued by NN Group.

NN Group has not authorised any offer to the public of Shares in any Member
State of the European Economic Area other than the Netherlands. With respect
to any Member State of the European Economic Area, other than the Netherlands,
and which has implemented the Prospectus Directive (each a Relevant Member
State), no action has been undertaken or will be undertaken to make an offer
to the public of Shares requiring publication of a prospectus in any Relevant
Member State. As a result, the Shares may only be offered in Relevant Member
States (i) to any legal entity which is a qualified investor as defined in the
Prospectus Directive; or (ii) in any other circumstances falling within
Article 3(2) of the Prospectus Directive. For the purpose of this paragraph,
the expression "offer of Shares to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the Shares to be offered so as to enable the investor to decide to exercise,
purchase or subscribe for the Shares, as the same may be varied in that Member
State by any measure implementing the Prospectus Directive in that Member
State and the expression "Prospectus Directive" means Directive 2003/71/EC
(and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State.

No action has been taken by NN Group that would permit an offer of Shares or
the possession or distribution of these materials or any other offering or
publicity material relating to such Shares in any jurisdiction where action
for that purpose is required.

The release, publication or distribution of these materials in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which they are released, published or distributed, should
inform themselves about, and observe, such restrictions.

This announcement does not constitute a prospectus. An offer to acquire Shares
pursuant to a proposed offering is made, and any investor should make his
investment, solely on the basis of information contained in the prospectus,
copies of which may be obtained at no cost from NN Group or through the
website of NN Group.

J.P. Morgan, Morgan Stanley, ING Bank and Deutsche Bank and the other managers
named herein act exclusively for ING Group and NN Group and no-one else in
connection with any offering of Shares and will not be responsible to anyone
other than ING Group for providing the protections afforded to their
respective customers or for providing advice in relation to any offering or
any transaction or arrangement referred to herein.

In connection with the offering, J.P. Morgan Chase & Co. Securities Ltd. as
stabilisation agent, or its agents, on behalf of the other mangers named
herein, may, to the extent permitted by applicable laws, over-allot or effect
transactions with a view to supporting the market price of the shares, or any
options, warrants or rights with respect to, or other interest in, the shares,
if any, or other securities of NN Group. These activities may raise or
maintain the market price of the shares above independent market levels or
prevent or retard a decline in the market price of the shares. Such
transactions may be effected on Euronext Amsterdam, in the over-the-counter
markets or otherwise. The stabilisation agent and its agents are not required
to engage in any of these activities and, as such, there is no assurance that
these activities will be undertaken. Such stabilisation, if commenced, may be
discontinued at any time. Stabilising activities may take place from the first
trading date and must be brought to an end within 30 days after the first
trading date. Save as required by law or regulation, the stabilisation agent
does not intend to disclose the extent of any stabilisation transactions under
the offering. The stabilisation agent may, for stabilisation purposes,
over-allot NN Group shares up to a maximum of 15% of the total number of
shares sold in the offering.

PDF version of press release

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf
of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: ING Group via Globenewswire
HUG#1820574
 
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