ING successfully completes US Tender Offers and Institutional EUR and GBP Exchange Offers
· 66% of holders have accepted the offers
· Take up will result in a capital gain after tax of approximately EUR 515 million
· Results of retail Euro exchange offer will be published on 23 December 2011 and are expected to further improve ING's capital position

On 12 December 2011 ING announced the launch of three separate exchange offers in Europe and tender offers in the United States of America, on a total of seven series of subordinated securities of ING entities with a total nominal value of approximately EUR 5.8 billion at current exchange rates.

The expiration date for the institutional exchange and tender offers was 20 December 2011. The offers were made on the terms and conditions as set out in the Offer to Purchase and the Exchange Offer Memoranda dated 12 December 2011.

The US tender offers and the institutional Euro and Sterling exchange offers have been successfully completed with an average participation of 66%. This will result in a capital gain after-tax of approximately EUR 515 million, including related hedge results and estimated transaction costs.

The retail Euro exchange offers results will become available and will be published on 23 December 2011.

OFFERS

OFFER 1: US Dollar Tender Offers for cash

ING Capital Funding Trust III Perp NC Dec-10 USD 1,500 million Tier 1 securities, offer price 80%, take up rate 65%
ING Groep NV Perp NC Dec-15 USD 1,000 million Tier 1 securities, offer price 80%, take up rate 64%


OFFER 2: Institutional Euro and Sterling Exchange Offer

ING Groep NV Perp NC Mar-16 GBP 600 million Tier 1 securities into a new ING Bank NV 5-year GBP senior unsecured issue, offer price 77%, take up rate 89%
ING Groep NV Perp NC Jun-15 EUR 500 million Tier 1 securities into a new ING Groep NV 3.25-year EUR senior unsecured issue, offer price 74%, take up rate 66%
ING Verzekeringen NV May-27 NC May-17 EUR 1,000 million Lower Tier 2 securities into a new ING Groep NV 3.25-year EUR senior unsecured issue, offer price 87%, take up rate 52%


OFFER 3: Retail Euro Exchange Offer

Results to be announced on 23 December 2011
More information on the securities on offer and the new exchange securities can be found on www.ing.com.

This document is not an offer of securities for sale, a solicitation of offers to buy securities or a tender offer for securities in the United States or any other jurisdiction. The exchange offers were not made within the United States 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 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.