ING Canada completes the private placement and secondary offering of the shares owned by ING Groep

Date February 19, 2009

Canada’s largest provider of property and casualty insurance is now a widely held Canadian company

ING Canada Inc. (TSX: IIC) announced today the completion of the private placement whereby a number of institutional investors have bought 36.2 million shares of ING Canada from ING Insurance International B.V. a wholly-owned, indirect subsidiary of ING Groep N.V., for approximately $904 million. ING Canada also announced the completion of a bought deal secondary offering for an additional 47.8 million of shares for approximately $1.258 billion bringing the total gross proceeds to ING Groep to $2.163 billion. As a result of the closing of these two transactions ING Groep no longer owns any shares of the company.
ING Canada is now an independent and widely held company. Based on yesterday closing price of $28.70 per share, the company’s public float amounts to $3.441 billion and now qualifies the company for inclusion in the S&P/TSX 60 index.
According to Charles Brindamour, president and CEO of ING Canada, “for the first time in recent history, a Canadian-listed and widely-held company will assume the leadership position of the home, auto and business insurance industry in the country. The company and its 6,700 employees now have the complete flexibility to build upon their industry leadership, scale, expertise and strong financial position to pursue its core strategies and the growth opportunities that may arise as a result of the current market conditions.”
ING Canada will unveil in the next few days the new name of its ING Insurance subsidiary, Canada’s largest auto, home and business insurance company. By becoming a truly Canadian and independent organization”, said Brindamour, “we have the unique opportunity to market a new brand that will reinforce our customer orientation.
ING Canada has a proven track record of long term industry out-performance. In 2008, ING Canada operations generated $620 million in cash and at the end of the year, the company had $427.5 million in excess capital, a minimum capital test of 205% and no debt.
These transactions will not affect ING Groep’s current ownership of ING Bank of Canada, known as ING DIRECT, which is a separate and distinct company from ING Canada.
The secondary offering was led by CIBC World Markets Inc. and TD Securities Inc., and included a syndicate of underwriters. CIBC World Markets Inc. and Goldman, Sachs & Co., acted as agents in connection with the private placement.

The common shares to be offered have not been and will not be registered under the U.S. Securities Act of 1933 , as amended (“U.S. Securities Act”), and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy such common shares in the United States or in any other jurisdiction where such offer is unlawful.
Forward-looking statements
Certain of the statements included in this press release constitute forward-looking statements. The words “may”, “will”, “would”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements. Forward-looking statements are based on estimates and assumptions made by IIC in light of IIC’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that IIC believes are appropriate in the circumstances. Many factors could cause IIC’s actual results, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the following factors: IIC’s ability to implement its strategy or operate its business as IIC currently expects; IIC’s ability to accurately assess the risks associated with the insurance policies that IIC writes; unfavourable capital market developments or other factors which may affect its investments; the cyclical nature of the property and casualty insurance industry; IIC’s ability to accurately predict future claims frequency; government regulations; litigation and regulatory actions; periodic negative publicity regarding the insurance industry; intense competition; IIC’s reliance on brokers and third parties to sell its products; IIC’s ability to successfully pursue its acquisition strategy; the substantial influence of ING Groep N.V. prior to completion of the public offering and the private placement; IIC’s ability to execute its business strategy and implement certain transition and related matters following completion of the public offering and the private placement; IIC’s participation in the Facility Association (a mandatory pooling arrangement among all industry participants); terrorist attacks and ensuing events; the occurrence of catastrophic events; IIC’s ability to maintain its financial strength ratings; IIC’s ability to alleviate risk through reinsurance; IIC’s ability to successfully manage credit risk (including credit risk related to the financial health of reinsurers); IIC’s reliance on information technology and telecommunications systems; IIC’s dependence on key employees; general economic, financial and political conditions; IIC’s dependence on the results of operations of its subsidiaries; the volatility of the stock market and other factors affecting IIC’s share price; and future sales of a substantial number of the common shares. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking statements made herein or in the documents incorporated herein by reference. IIC has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Media inquiries:
Gilles Gratton
Vice President – Corporate Communications
Investor inquiries:
Michelle Dodokin
Vice President, Investor Relations

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