ING Canada Inc. prices 34.88 million common shares at CDN $26.00

Date December 10, 2004

ING Canada Inc. announced today that it has entered into an underwriting agreement whereby it has agreed to issue 34,880,000 common shares at a price of CDN $26.00 per share to a syndicate of underwriters led by Merrill Lynch Canada Inc. and CIBC World Markets Inc. and has filed a supplemented prospectus in connection with its previously announced initial public offering. Trading on an “if, as and when issued” basis is expected to start today, Friday 10 December, on the Toronto Stock Exchange under the ticker “IIC.LV”.


The closing of the offering is scheduled to take place on December 15. ING Canada has also granted the underwriters an option to purchase up to 5,232,000 additional common shares at the offering price within 30 days from the closing to cover over-allotments, if any, and for market stabilization purposes.


Following the offering, ING Groep N.V. will hold 72.9% of the 128,500,000 issued and outstanding common shares. If and when the underwriters fully exercise the above mentioned over-allotment option, ING Groep N.V. will hold 70% of the 133,732,000 issued and outstanding common shares.


ING Canada is the largest provider of property and casualty insurance in Canada based on direct premiums written in 2003.  ING Canada's principal insurance products are automobile, property and liability insurance, which it provides primarily to individuals and small to medium sized businesses through its insurance subsidiaries across Canada.


This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.  The Common Shares have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act.


For more information:


Gilles Gratton

Corporate Communications

ING Canada

416 217-7206



Cautionary Note Regarding Forward-Looking Statements

Certain of the statements contained herein about our current and future plans, expectations and intentions, results, levels of activity, performance, goals or achievements or any other future events or developments 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 us in light of our experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate in the circumstances.  Many factors could cause our 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:  our ability to implement our strategy or operate our business as we currently expect;  our ability to accurately assess the risks associated with the insurance policies that we write;  adverse capital market developments or other factors which may affect our investments;  the cyclical nature of the P&C insurance industry; government regulations; litigation and regulatory actions;  periodic negative publicity regarding the insurance industry; intense competition; our reliance on brokers and third parties to sell our products;  our ability to successfully pursue our acquisition strategy;  our ability to integrate the business of Allianz Canada;  our ability to achieve cost savings anticipated from the acquisition of Allianz Canada;  uncertainties associated with our acquisition of Allianz Canada;  the substantial influence of ING Groep;  our participation in the Facility Association (a mandatory pooling arrangement among all industry participants);  terrorist attacks and ensuing events;  the occurrence of catastrophic events;  our ability to maintain our financial strength ratings;  our ability to alleviate risk through reinsurance;  our ability to successfully manage credit risk;  our reliance on information technology and telecommunications systems;  our dependence on key employees;  general economic, financial and political conditions;  our dependency on the results of operations of our subsidiaries;  the lack of a trading history of, and the current absence of a liquid market for, our common shares;  the volatility of the stock market and other factors affecting our share price;  and future sales of a substantial number of our common shares.  These factors should be considered carefully, and readers should not place undue reliance on our forward-looking statements. We have no intention and undertake 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.

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