Capital One Announces Secondary Common Stock Offering of Approximately 54.0M Shares

Capital One Financial Corporation

today announced that selling stockholder ING Bank N.V. intends to sell all of its approximately 54.0 million shares in Capital One in an underwritten public offering. BofA Merrill Lynch, Morgan Stanley and Citigroup will act as joint book-running managers for the offering, and propose to offer the shares at prevailing market prices or otherwise from time to time through the NYSE, the over-the-counter market, negotiated transactions or otherwise. Capital One will not sell any shares in the offering, and all net proceeds will be retained by ING Bank N.V. The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the "SEC"). A prospectus supplement related to the offering was filed with the SEC on May 17, 2012 and a preliminary pricing supplement related to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Copies of the prospectus supplement, preliminary pricing supplement and the base prospectus relating to these securities may be obtained from (i) BofA Merrill Lynch, by mail at 222 Broadway, 7th Floor, New York, NY 10038, attention: Prospectus Department, or by e-mail at dg.prospectus_requests@baml.com; (ii) Morgan Stanley, by calling 1-866-718-1649, by mail at Morgan Stanley Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, Attention: Prospectus Dept., or by e-mail at prospectus@morganstanley.com; (iii) Citigroup, by calling 1-800-831-9146, or by mail at Brooklyn Army Terminal, 140 58th Street, Brooklyn, NY 11220. This press release is neither an offer to sell nor a solicitation of an offer to buy any of the common stock or any other security of Capital One, nor shall there be any sale of the common stock in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.