- 64% of holders have accepted the exchange offers
- Proposals successfully passed to change terms and conditions of ING Verzekeringen N.V. securities

On 8 March 2012, ING launched 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.

Holders had the possibility to exchange into new securities issued by ING Groep N.V. and/or consent to a modification of existing terms. The offers were made on the terms and conditions as set out in the Exchange Offer and Consent Solicitation Memorandum dated 8 March 2012. The exchange offer deadline and the early consent solicitation deadline were 16 March 2012. The consent solicitation deadline was 27 March 2012.

On average 64% of holders have accepted the exchange offer. The total nominal amount of new securities to be issued by ING Groep N.V. in exchange for the existing ING Verzekeringen N.V. securities is EUR 1,654,063,000.

The proposals to amend the terms and conditions of each series of the existing ING Verzekeringen N.V. securities, which were the subject of the consent solicitations, were passed at the meetings on 30 March 2012.

The expected settlement date for the exchange offers and consent solicitations is 4 April 2012.
ISIN Curr. Amount Offered Coupon Maturity Amount Accepted / to be issued by ING Groep N.V. Exchange Ratio Consent Fee
XS0236243548 EUR 600,000,000 3.5% Nov-12 347,120,000 100% 0.25%
XS0267516911 EUR 1,000,000,000 3m€+17.5bps Sep-13 730,335,000 100% 2.50%
XS0267516598 EUR 1,000,000,000 4.0% Sep-13 576,608,000 100% 0.25%

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.