ING to sell 45 million shares in NN Group

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

ING announced today its intention to sell approximately 45 million ordinary shares in NN Group. The ordinary shares will be sold by way of an accelerated book building offering to institutional investors. As part of the transaction, NN Group has committed to repurchase NN Group ordinary shares from ING Group for an aggregate amount of EUR 150 million. Following a successful completion of the transaction, ING Group's stake in NN Group's outstanding capital is expected to decrease to approximately 42.4% from currently 54.8%.

ING has previously announced that it intends to divest its remaining stake in NN Group over time, in line with its strategy to divest all of its insurance and investment management businesses as part of the restructuring agreement with the European Commission as amended on 16 November 2012, ultimately by the end of 2016. In this context, ING Group sold shares of NN Group through an initial public offering in July 2014 and a follow-on offering in February 2015. NN Group ordinary shares are traded on Euronext Amsterdam under the symbol 'NN'.

The offer price and the final number of shares sold will be determined at the conclusion of the book building process and will be announced in a separate press release. The book is open with immediate effect and is expected to close ultimately by 17:30 CET on 27 May 2015, although ING Group reserves the right to close the book before then at short notice. The transaction is expected to settle on 29 May 2015. As of the settlement date of the offering, the remaining shares in NN Group held by ING Group will be subject to a lock-up period of 90 days (subject to certain exceptions and the Joint Global Coordinators and Bookrunners' right to waive the lock up restrictions).

Bank of America Merrill Lynch, Goldman Sachs, ING Bank and J.P. Morgan are acting as Joint Global Coordinators and Bookrunners for the offering.

PDF version of Press Release http://hugin.info/130668/R/1923976/690058.pdf

HUG#1923976

Press enquiries	Investor enquiries
Frans Middendorff	ING Group Investor Relations
[phone]	[phone]
[e-mail]	[e-mail]