ING DIRECT announces public takeover offer for Interhyp

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EUR 64 per share cash offer / supported by management and supervisory
board of Interhyp

(Munich, 19 May 2008) ING DIRECT N.V., the direct banking unit of ING
Group N.V., and Interhyp AG, the leading German independent mortgage
distributor, have signed an agreement for the purpose of the
acquisition of a majority stake in Interhyp by ING DIRECT. ING DIRECT
will launch a public takeover offer of EUR 64 per share to all
Interhyp shareholders. The two founders and Co-CEOs of Interhyp are
supporting the bid and have agreed to tender their combined 32.26 per
cent stake into the offer. Following the acquisition, both founders
will continue to lead the business as Co-CEOs. The Interhyp business
model with its open architecture product platform remains unchanged
and will be further expanded.

Attractive offer for shareholders - founders will accept
ING DIRECT offers all Interhyp shareholders a price of EUR 64 per
share in cash. The offer period will only begin after the general
shareholders' meeting of Interhyp on 4 June 2008. Interhyp
shareholders will therefore be entitled to receive the proposed
dividend of EUR 2.10 per share for fiscal year 2007, plus the
proposed additional one time payment of EUR 2.00 per share. The offer
of EUR 64 per share corresponds to a 42 per cent premium over
Interhyp's Xetra closing share price on 16 May 2008 (taking into
consideration the deduction of the total dividends in the amount of
EUR 4.10 per share). Closing of the transaction will only be subject
to approval by the anti-trust authorities and De Nederlandsche Bank
(DNB), i.e. the offer will not be subject to a minimum acceptance
ratio or any other conditions. The two founders, Co-CEOs and major
shareholders of Interhyp, Robert Haselsteiner and Marcus Wolsdorf,
support the bid and have agreed to tender their combined 32.26 per
cent stake into the offer. Following the acquisition, both founders
will continue to lead the business as Co-CEOs together with
Interhyp's designated CFO Jörg Utecht.

Interhyp's open architecture business model remains unchanged
The transaction allows ING to benefit from Interhyp's unique business
model and sophisticated technology platform and offers a large
potential for enhancing ING's distribution platforms in Europe. "The
core of Interhyp's success is its open architecture product platform,
which offers each individual customer the best solution - independent
from any lender. ING DIRECT plans to keep Interhyp's successful
business model and strong brand, help accelerate the company's
continued growth and contribute to Interhyp's international
expansion", says Dick Harryvan, member of the ING Group executive
board and CEO of ING DIRECT. Accordingly, the company's brands and
headquarters will remain unchanged.

Major common strengths as success factors
"Both ING DIRECT and Interhyp owe their significant growth in the
past years to a strong brand identity and a shift in customer
behaviour which was considerably influenced by the transparency of
the internet. In addition to the obvious price advantages for
customers, a key factor is the high quality of service and advice",
says Robert Haselsteiner, founder and Co-CEO of Interhyp.

International expansion of Interhyp expertise
In addition, the transaction provides enormous potential for
international co-operation. ING is a global financial institution of
Dutch origin offering banking, investments, life insurance and
retirement services to over 75 million clients in more than 50
countries. ING DIRECT is the world's leading direct bank, offering a
focused range of simple financial products in nine countries, namely
savings, mortgages, payment accounts and investment products. Marcus
Wolsdorf, founder and Co-CEO of Interhyp: "With ING DIRECT, an
international success story in retail banking, we gain the ideal
partner for the expansion of our business model abroad."

Deutsche Bank AG is acting as exclusive advisor to Interhyp.

About Interhyp
With EUR 5.7 billion in new residential mortgage volume in 2007,
Interhyp is Germany's leading independent residential mortgage
distributor. Interhyp combines the power of the Internet with high
quality mortgage advice. More than 250 mortgage consultants can
choose among the products of more than 50 mortgage lenders to provide
borrowers with rates that are significantly below those of
traditional branch-based retail banks. In addition to its internet
and telephone based channels, Interhyp offers face to face advice in
its offices in Berlin, Bielefeld, Bremen, Cologne, Dortmund,
Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Karlsruhe, Leipzig,
Mannheim, Munich, Nuremburg, Stuttgart and Wiesbaden.

Press Contact: Christian Kraus, SVP Corporate Communications,
Telephone +49-89-20307-1301,
E-Mail: christian.kraus@interhyp.de

About ING DIRECT
ING DIRECT is a the world's leading direct bank, offering a focused
range of simple financial products, namely savings, mortgages,
payment accounts and investment products, primarily via direct
channels. ING DIRECT was established in Canada in April 1997, and has
since successfully launched operations in Spain, Australia, France,
USA, Italy, Germany, the UK and Austria. ING DIRECT's mission is to
become the world's most preferred consumer bank through strengthening
its core products and expanding geographically. It has consistently
been one of the world's fastest growing banks, with leading positions
in all markets in which it operates. With almost 21 million customers
globally, the total client retail balance of ING DIRECT amounted to
EUR 307 billion at the end of March 31 2008.

About ING Group
ING is a global financial institution of Dutch origin offering
banking, investments, life insurance and retirement services to over
75 million residential, corporate and institutional clients in more
than 50 countries. With a diverse workforce of about 125,000 people,
ING comprises a broad spectrum of prominent companies that
increasingly serve their clients under the ING brand.

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Interhyp AG
Marcel-Breuer-Str. 18 Munich Germany

WKN: 512170; ISIN:
DE0005121701; Index: CDAX, CLASSIC All Share, Prime All Share, GEX,
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