ING exchanges final tranche of NN Group anchor investment notes

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ING announced today it will exchange the third and final tranche of EUR 337.5 million mandatory exchangeable subordinated notes which were issued in 2014 as part of the anchor investment in NN Group. EUR 208 million of the notes will be exchanged into 6.9 million NN Group ordinary shares with the three anchor investors. EUR 129.5 million of notes will be settled in cash with RRJ Capital.

This transaction will reduce ING's remaining stake in NN Group from 16.2% to 14.1% upon settlement of the transaction, which is expected to take place on 2 February 2016. As a result of this transaction the Relationship Agreement between ING and NN Group dated 10 June 2014 will terminate.

The anchor investment in NN Group by three Asian institutional investors - RRJ Capital, Temasek and SeaTown - was announced on 30 April 2014. In May 2014, ING Group issued the mandatory exchangeable subordinated notes to the aforementioned investors for a total amount of EUR 1.125 billion as part of their investments in NN Group ahead of its IPO in July 2014. The notes accrued a 4% coupon, and were mandatorily exchangeable into NN Group shares in three tranches. The first tranche of an aggregate amount of EUR 450 million plus accrued interest was exchanged simultaneously with settlement of the IPO on 7 July 2014 at EUR 19.70 per share. The second tranche of EUR 337.5 million was exchanged on 15 June 2015 at an exchange price of EUR 24.78 per share.

For this third and final tranche, the exchange price was set at a 3% discount to the NN Group closing price on 22 January 2016, resulting in an exchange price of approximately EUR 30.34 per share. The transaction will not have a material impact on ING Group's shareholders' equity or capital ratios, nor on the profit and loss account of ING Group.

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