ING agrees to conditional buyback of preference shares from Aegon

Amsterdam • 21 March 2006, ING Group has reached a conditional agreement with Aegon to purchase 24,051,039 (depositary receipts for) preference A shares in ING at a price of EUR 3.72 per share, or EUR 89.5 million in total. The agreement is subject to approval at ING’s annual general meeting of shareholders on 25 April 2006.

The purchase price agreed with Aegon is EUR 0.41 higher than the closing price on Monday 20 March 2006 for the preference A shares on the Euronext Amsterdam Stock Market, where they trade with a limited volume of approximately 3,000 shares per day on average. ING is of the opinion that EUR 3.72 is a fair price, representing the equivalent to a yield of 50 basis points above the comparable government bond, which is roughly in line with the yield on ING’s hybrid capital instruments.

ING has a standing mandate from the AGM to buy back (depositary receipts for) preference shares at the market price, which ING has not done to date. At the AGM on 25 April 2006, ING will ask shareholders to approve the above transaction. It will also seek permission to buy (depositary receipts for) preference A shares at more flexible levels (taking into account changes in government bond yields, spreads and accrued dividend rights) from other investors if offered. In addition, ING will ask its AGM to cancel all preference A shares that will be purchased.

The transaction will have no significant impact on ING Group’s earnings or key ratios.

ING is a global financial institution of Dutch origin offering banking, insurance and asset management to over 60 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 115,000 people, ING comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.

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