- ING announces exchange offers and consent solicitations for three tranches of senior debt securities issued by ING Verzekeringen N.V. totalling EUR 2.6 billion.
- Holders have the possibility to exchange into new securities issued by ING Groep N.V. and/or consent to a modification of existing terms.

ING announced today that, in preparation of the planned divestments of its insurance and investment management activities, it will launch three separate exchange offers and consent solicitations on a total of three series of senior debt securities of ING Verzekeringen N.V. with a total nominal value of EUR 2.6 billion.
The objective of the transaction is to remove potential ambiguity that the planned divestments may create with regards to these securities, predominantly with regards to the substantial assets disposal clauses which may be triggered by any or more of the divestments. The transaction provides holders the possibility to either exchange into new securities issued by ING Groep N.V. with the same coupon and the same remaining maturity, or to maintain their existing investment and consent to the modification of the existing terms (fully detailed in the Exchange Offer and Consent Solicitation Memorandum).

Targeted Securities
ISIN Issuer Tier Maturity Coupon Curr. Size (mln) Consent Fee

XS0236243548
ING Verzekeringen NV Senior Nov-12 3.5% EUR 600 0.25%

XS0267516911
ING Verzekeringen NV Senior Sep-13 3m€+17.5bps EUR 1,000 2.50%

XS0267516598
ING Verzekeringen NV Senior Sep-13 4.0% EUR 1,000 0.25%

FURTHER INFORMATION
The exchange offers are being made on terms and subject to the conditions set out in separate Exchange Offer and Consent Solicitation Memorandum dated 8 March 2012. Announcement of results is expected on or about 30 March 2012.

This document is not an offer of securities for sale, a solicitation of an offer to buy or a tender offer 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 Exchange Offers and the Consent Solicitations holders of the targeted securities may contact Morgan Stanley acting as structurer and lead dealer manager and UBS Investment Bank and ING, acting as joint dealer managers for the offers.