Corporate Governance

Secondly, ING lodged an appeal in 2009 with regard to the European Commission’s decision to impose certain restrictions as a result of ING’s State aid arrangement with the Dutch government. The appeal process is still ongoing. However, the results of the appeal won’t have any affect on the intended repayment announced in May 2011.
The intended repurchase in May would reduce ING Bank’s core Tier1 ratio by 90 basis points, but the ratio is expected to remain above 8.5% (it was 9.6% at end of December 2010).

http://www.ing.com/Our-Company/About-us/Features-archive/Background-to-INGs-State-aid-arrangement-with-the-Dutch-Government.htm

-------------------------------------------------http://www.ing.com/Our-Company/Press-room/Press-release-archive/ING-sets-terms-for-its-EUR-7.5-billion-6-for-7-rights-issue.htm
ING sets terms for its EUR 7.5 billion 6 for 7 rights issue
NOT FOR DISTRIBUTION IN THE UNITED STATES

Amsterdam, 27 November 2009

•ISSUE OF 1,768,412,544 SHARES FOR EUR 4.24 PER SHARE
◦Issue price represents a 37.3% discount to the Theoretical Ex-Rights Price
◦Subscription and trading periods run from 30 November 2009 until 15 December 2009
◦Rights issuefully underwritten by syndicate of banks led by Goldman Sachs and J.P. Morgan
◦Goldman Sachs, ING Bank and J.P. Morgan act as Joint Global Coordinators
◦Proceeds used to finance repayment and cover charge for additional payments to Dutch State
ING today announced the detailed terms of the rights issue announced on 26 October 2009 which was authorised by the Extraordinary General Meeting ofshareholders on 25 November 2009. The offering is fully underwritten by Goldman Sachs, J.P. Morgan and a syndicate of banks, subject to customary terms and conditions. Through the offering the share capital of ING will be increased by EUR 7.5 billion through the issue of 1,768,412,544 new (depositary receipts for) shares.

Existing holders of (depositary receipts for) shares will receive rightsentitling them to subscribe for new (depositary receipts for) shares subject to applicable securities laws. Eligible rights holders can subscribe for 6 new (depositary receipts for) shares in relation to every 7 subscription rights that they hold. The issue price is set at EUR 4.24 per share. This represents a discount of 37.3% to the Theoretical Ex-Rights Price (TERP), based on the closing price ofEUR 8.92 of ING’s (depositary receipts for) shares on Euronext Amsterdam and on Euronext Brussels on 26 November 2009.

Jan Hommen, CEO of ING commented: “This rights issue is a critical component of the measures we announced to regain our independence and to chart a clear course forward. With investors’ support, we will be able to repay half of the funds we received last year from the DutchState and maintain our capital strength. The Dutch State has indicated it is open to discussing modification of the repayment terms of the second half of the Core Tier 1 Securities, which we plan to repay from potential divestment proceeds and retained earnings.”

As announced on 26 October 2009, ING intends to use the proceeds of the issue to repurchase 50% of the Core Tier 1 Securities and tomitigate the impact on capital of additional payments to the Dutch State corresponding to an adjustment in the fees for the Illiquid Assets Back-up Facility (IABF). ING has reached an agreement with the Dutch State to facilitate early repayment of EUR 5 billion of the Core Tier 1 Securities issued in 2008 at the issue price (EUR 10) plus an amount of up to a maximum of approximately EUR 965 millionconsisting of the accrued coupon and a repayment premium. ING intends to execute the repurchase transaction in December 2009.

In order to get approval for its restructuring plan submitted to the European Commission (EC) (which ING received on 18 November 2009), ING has agreed to make a series of additional payments to the Dutch State corresponding to an adjustment of the fees for the IABF. In...