Obbligazione ING Group 6.875% ( XS1497755360 ) in USD

ING Group

100 USD ⇌

Paesi Bassi

XS1497755360 ( in USD )

6.875% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione ING Groep XS1497755360 en USD 6.875%, scadenza perpetue

16/10/2025 ( In 162 giorni )

ING Groep è un gruppo bancario e finanziario olandese multinazionale che offre una vasta gamma di servizi finanziari a clienti privati e aziendali in tutto il mondo.

L'obbligazione perpetua ING Groep (XS1497755360), emessa nei Paesi Bassi, denominata in USD, presenta un prezzo di mercato attuale del 100%, un tasso di interesse del 6,875% e pagamenti semestrali.

OFFERING CIRCULAR DATED 18 NOVEMBER 2016
ING Groep N.V.
U.S.$ 1,000,000,000 6.875% Perpetual Additional Tier 1 Contingent Convertible
Capital Securities
Issue Price of the Capital Securities: 100 per cent.
The U.S.$ 1,000,000,000 6.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the "Capital Securities") will
be issued by ING Groep N.V. (the "Issuer"). The Capital Securities will constitute unsecured and subordinated obligations of the Issuer
and shall rank pari passu and without any preference among themselves.
Interest on the Capital Securities will accrue on their principal amount from (and including) 21 November 2016 (the "Issue Date") to (but
excluding) 16 April 2022 (the "First Call Date") at an initial rate of 6.875 per cent. per annum, and will, subject as provided below, be
payable semi-annually in arrear on 16 April and 16 October in each year, for the first time on 16 April 2017 (short first coupon). Interest
on the Capital Securities shall accrue from (and including) the First Call Date, at a rate, to be reset on each five-year anniversary
thereafter, based on the aggregate of the Mid-Market Swap Rate and 5.124 per cent.
The Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities, in whole or in part, which is
otherwise scheduled to be paid on an Interest Payment Date or redemption date. Interest payments on the Capital Securities will be non-
cumulative. See Condition 5.
If the Group CET1 Ratio has fallen below 7.00 per cent. (the "Trigger Event"), the Capital Securities shall be mandatorily and
irrevocably converted into Ordinary Shares of the Issuer at the Conversion Price. The Trigger Event relates to the consolidated
solvency level of the Issuer on which ING Bank N.V. (the "Bank") is supervised. See Condition 6.
The Capital Securities will be perpetual securities, have no fixed or final redemption date and holders of the Capital Securities (the
"Holders") do not have the right to call for their redemption. Subject to satisfaction of certain conditions (as described herein) and
applicable law, the Capital Securities may be redeemable (at the option of the Issuer) on the First Call Date or on any Reset Date
thereafter, in whole but not in part, in an amount equal to their principal amount together with any Outstanding Payments. In addition,
upon the occurrence of a Tax Event or a Regulatory Event, the Capital Securities may be redeemed (at the option of the Issuer), in whole
but not in part, in an amount equal to their principal amount together with any Outstanding Payments. See Condition 7.
Payments on the Capital Securities will be made free and clear of, and without withholding or deduction for, taxes of the Netherlands to
the extent described under Condition 10.
Terms used but not otherwise defined in this Offering Circular shall have the same meaning as ascribed to them in the "Terms and
Conditions of the Capital Securities".
This Offering Circular does not comprise a prospectus for the purposes of Article 5 of Directive 2003/71/EC as amended (which includes
the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State
of the European Economic Area) (the "Prospectus Directive"). Application has been made to the Irish Stock Exchange plc (the "Irish
Stock Exchange") for the Capital Securities to be admitted to the Official List and trading on the Global Exchange Market of the Irish
Stock Exchange. This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by the
Irish Stock Exchange. The Global Exchange Market is the exchange regulated market of the Irish Stock Exchange and not a regulated
market for the purposes of Directive 2004/39/EC of the European Parliament and the Council on Markets in Financial Instruments
("MiFID").
The denominations of the Capital Securities shall be $200,000 and integral multiples of $1,000 in excess thereof, up to and including
$399,000. The Capital Securities will initially be represented by a temporary global capital security without interest coupons in bearer
form (the "Temporary Global Capital Security"), which will be deposited with a common depositary on behalf of Euroclear Bank
S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on the Issue Date. The Temporary
Global Capital Security will be exchangeable for interests in a global capital security (the "Global Capital Security"), without interest
coupons, on or after a date which is expected to be 31 December 2016, upon certification as to non-US beneficial ownership. Individual
definitive Capital Securities in bearer form ("Definitive Capital Securities") will only be available in certain limited circumstances as
described herein. See "Summary of the Provisions Relating to the Capital Securities while in Global Form".
The Capital Securities are expected upon issue to be rated Ba1 and BBB- by Moody's Investors Service Limited ("Moody's") and Fitch
Ratings Limited ("Fitch"), respectively. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.

The credit ratings included or referred to in this Offering Circular have been issued by Moody's and Fitch, each of which is established in
the European Union and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16
September 2009 on credit rating agencies.
The Capital Securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out
in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or
replaced from time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any
person. Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail investors" on pages 3
to 4 of this Offering Circular for further information.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering
Circular.
This Offering Circular should be read and construed in conjunction with the Registration Document (as defined herein) in
connection with the issue of the Capital Securities.
Joint Lead Managers and Joint Bookrunners
Citigroup
Goldman Sachs International
HSBC
ING
(Global Coordinator)
UBS Investment Bank
Joint Lead Managers
Barclays
BNP PARIBAS
Credit Suisse
Morgan Stanley
Santander Global Corporate Banking
UniCredit Bank

This Offering Circular is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Important Information - Documents Incorporated by Reference" below).
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"), and the Capital Securities are subject to U.S. tax law requirements. Subject to certain
exceptions, Capital Securities may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
EACH PURCHASER OF THE CAPITAL SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES,
OFFERS OR SELLS THE CAPITAL SECURITIES OR POSSESSES OR DISTRIBUTES THIS
OFFERING CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION
REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE CAPITAL
SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO
WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES,
AND NEITHER THE ISSUER NOR THE MANAGERS SHALL HAVE ANY RESPONSIBILITY
THEREFOR.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Capital
Securities. The distribution of this Offering Circular and the offering of the Capital Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuer and the Managers to inform themselves about and to observe any such restrictions. For
a description of further restrictions on offers and sales of Capital Securities and distribution of this Offering
Circular see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Offering
Circular and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Managers. Neither the delivery of this Offering Circular nor any
sale made in connection herewith shall, under any circumstances, create any implication that there has been
no change in the affairs of the Issuer since the date hereof or the date upon which this Offering Circular has
been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Offering Circular has been most
recently amended or supplemented or that the information contained in it or any other information supplied in
connection with the Capital Securities is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
The Managers have not separately verified the information contained in this Offering Circular and make no
representation, express or implied, or accept any responsibility, with respect to the accuracy or completeness
of any of the information in this Offering Circular. Neither this Offering Circular nor any other financial
statements are or should be considered as a recommendation by the Issuer or the Managers that any recipient
of this Offering Circular or any other financial statements should purchase the Capital Securities. Prospective
investors should have regard to the factors described under the section headed "Risk Factors" in this Offering
Circular. This Offering Circular does not describe all of the risks of an investment in the Capital Securities.
Each potential purchaser of Capital Securities should determine for itself the relevance of the information
contained in this Offering Circular and its purchase of Capital Securities should be based upon such
investigation as it deems necessary.
2

Restrictions on marketing and sales to retail investors
Restrictions on marketing and sales to r
The Capital Securities are complex financial instruments and are not a suitable or appropriate investment for
all investors. In some
som jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale
guidance with respect to the of
of securities such as the Capital Securities to retail investors.
In particular,
particular in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took
effect
ef
from 1 October 2015 (the "PI Instrument"). Under the rules set out in the PI Instrument (as amended
am
or replaced from time to time, the "PI Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Capital Securities, must not be sold to retail clients in the European Economic Area (the
"EEA"); and
(i)
there must
mu not be any communication or approval of an invitation or inducement to participate in,
acquire or underwrite such securities (or the beneficial interest in such securities) where that invitation
or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail
client in the EEA (
EEA in
( each case, within the meaning of the PI Rules), other than in accordance with the
limited exemptions set out in the PI Rules.
The Managers are required to comply with the PI Rules. By purchasing, or making or accepting an offer
of
to
purchase, any Capital Securities (or a beneficial interest therein) from the Issuer and/or the Managers each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the Managers
that:
(1)
it is not a retail client in the EEA (as defined in the PI Rules);
it is not a retail client in the EEA
(2)
whether or not it is subject to the PI Rules, it will not:
(a)
sell or offer the
sell or of
Capital Securities (or any beneficial interest therein) to retail clients in the EEA;
or
(b)
communicate (including the distribution of this document) or approve an invitation or
inducement to participate in, acquire or underwrite the Capital Securities (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in
EEA
each case within the meaning
of the PI Rules),
in any such case other than (i) in relation to any sale or offer
of
to sell Capital Securities (or any
beneficial interests therein) to a retail client in or resident in the United Kingdom, in circumstances
that do not and will not give rise to a contravention of the PI Rules by any person and/or (ii) in relation
to any sale or offer
of
to sell Capital Securities (or any beneficial interests therein) to a retail client in any
EEA
EEA mem
m ber
em
state other than the United Kingdom, where (a) it has conducted an assessment and
concluded that the relevant retail client understands the risks of an investment in the Capital Securities
(or such beneficial interests therein) and is able to bear the potential losses involved in an investment
in the Capital Securities (or such beneficial interests therein) and (b) it has at all times acted in relation
to such sale or offer
of
in compliance
com
with the Markets in Financial Instruments Directive (2004/39/EC)
("MiFID") to the extent it applies to it or,
or to the extent MiFID does not apply to it, in a manner which
would be in compliance with MiFID if it were to apply to it; and
(3)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether i
or outside the EEA) relating to the promotion, offering,
ff
distribution and/or sale of the Capital
Securities (or any beneficial interests therein), including (without limitation) any such laws,
3

regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an
investment in the Capital Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Capital Securities (or any beneficial interests therein) from the Issuer and/or the
Managers, the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
Unless otherwise specified or the context requires, references to "USD", "U.S.$", "$" and "U.S. dollars" are
to United Sates dollars and references to "EUR" and "" are to euro, which means the lawful currency of the
member states of the European Union that have adopted the single currency in accordance with the Treaty
establishing the European Community. References to "ING Bank" or the "Bank" are to ING Bank N.V.
In connection with this issue of Capital Securities, ING Bank N.V. (the "Stabilising Manager") (or persons
acting on behalf of any Stabilising Manager) may over-allot Capital Securities or effect transactions with a
view to supporting the market price of the Capital Securities at a level higher than that which might otherwise
prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the terms of the offer of the Capital Securities is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the
Capital Securities and 60 days after the date of the allotment of the Capital Securities. Any stabilisation action
or over-allotment must be conducted by the relevant Stabilising Manager (or person(s) acting on behalf of the
Stabilising Manager) in accordance with all applicable laws and rules.
4

TABLE OF CONTENTS
RISK FACTORS ................................................................................................................................................ 6
IMPORTANT INFORMATION....................................................................................................................... 32
FORWARD-LOOKING STATEMENTS ......................................................................................................... 33
OVERVIEW..................................................................................................................................................... 34
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES .................................................................. 39
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL
FORM .............................................................................................................................................................. 78
DESCRIPTION OF THE ORDINARY SHARES ........................................................................................... 81
USE OF PROCEEDS....................................................................................................................................... 82
TAXATION...................................................................................................................................................... 83
SUBSCRIPTION AND SALE ......................................................................................................................... 85
GENERAL INFORMATION........................................................................................................................... 93
5

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Capital
Securities. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Capital Securities are also described below.
The Issuer believes that the factors described below represent risks inherent in investing in the Capital
Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with
the Capital Securities may occur for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding the Capital Securities are exhaustive. Prospective investors should also read
the detailed information set out elsewhere in this Offering Circular (including any documents incorporated by
reference herein) and reach their own views prior to making any investment decision.
Capitalised terms used herein shall, unless otherwise defined, have the same meanings as in the terms and
conditions of the Capital Securities (the "Conditions") set out elsewhere in this Offering Circular or in the
Registration Document incorporated by reference herein.
Each prospective investor in the Capital Securities should refer to the section headed "Risk Factors" in
the Registration Document for a description of those factors which could affect the financial
performance of the Issuer and thereby affect the Issuer's ability to fulfil its obligations in respect of the
Capital Securities.
Factors that may affect the Issuer's ability to fulfil its obligations under the Capital Securities
For a description of the risks associated with the Issuer and the Group, see the section entitled "Risk Factors"
of the Registration Document of the Issuer dated 17 May 2016, as updated by the supplements thereto dated 4
August 2016 and 4 November 2016, respectively, which are incorporated by reference herein.
Factors which are material for the purpose of assessing the risks associated with the Capital
Securities
1
The Capital Securities are novel and complex financial instruments that involve a high degree of
risk and may not be a suitable investment for all investors.
The Capital Securities are novel and complex financial instruments that involve a high degree of risk. As a
result, an investment in the Capital Securities and the Conversion Shares issuable following a Trigger Event
will involve certain increased risks. Each potential investor in the Capital Securities must determine the
suitability (either alone or with the help of a financial adviser) of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities,
the merits and risks of investing in the Capital Securities and the information contained or incorporated
by reference in this Offering Circular or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Capital Securities and the impact the Capital
Securities will have on its overall investment portfolio;
6

(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Capital
Securities, including where the currency for principal or interest payments is different from the
potential Investor's Currency (as defined in "Exchange rate risks and exchange controls") and the
possibility that the entire principal amount of the Capital Securities could be lost, including following
the exercise by the relevant resolution authority of any bail-in power;
(iv)
understand thoroughly the terms of the Capital Securities, such as the provisions governing the
Conversion (including, in particular, the calculation of the Group CET1 Ratio, as well as under what
circumstances a Trigger Event will occur), and be familiar with the behaviour of any relevant financial
markets, including the possibility that the Capital Securities may become subject to write-down or
conversion or expropriation if any bail-in power is exercised; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
A potential investor should not invest in the Capital Securities which are complex financial instruments unless
it has the knowledge and expertise (either alone or with a financial advisor) to evaluate how the Capital
Securities will perform under changing conditions (including the likelihood of the Conversion into
Conversion Shares), the resulting effects on the value of the Capital Securities, and the impact this investment
will have on the potential investor's overall investment portfolio. Prior to making an investment decision,
potential investors should consider carefully, in light of their own financial circumstances and investment
objectives, all the information contained in this Offering Circular or incorporated by reference herein.
2
The Capital Securities have no scheduled maturity and Holders do not have the right to cause
the Capital Securities to be redeemed or otherwise accelerate the repayment of the principal amount
of the Capital Securities except in very limited circumstances.
The Capital Securities are perpetual securities and have no fixed maturity or fixed redemption date and are
not redeemable at the option or election of the Holders. Accordingly, the Issuer is under no obligation to repay
all or any part of the principal amount of the Capital Securities, it has no obligation to redeem the Capital
Securities at any time and Holders have no right to call for their redemption or otherwise claim for the
repayment of the principal amount of the Capital Securities (except in the very limited circumstances
following the liquidation (upon dissolution or otherwise), moratorium of payments or bankruptcy of the Issuer
where they have a claim as described under Conditions 3 and 9). Therefore, Holders will receive or realize a
cash amount with respect to their investment of principal only (i) if the Issuer at its option redeems the Capital
Securities in accordance with their terms and applicable law (which may require the Issuer to obtain prior
permission from the competent authority), (ii) by selling their Capital Securities or, following the occurrence
of a Trigger Event and the issue and delivery of Conversion Shares, their Conversion Shares or (iii) in the
liquidation, moratorium of payments or bankruptcy of the Issuer (and, in the case of paragraphs (ii) and (iii)
above, the cash amount received or realized may be less than the principal amount of the Capital Securities).
See "The Issuer may redeem the Capital Securities at its option in certain situations." for additional
information on the Issuer's ability to redeem the Capital Securities.
3
The Issuer's obligations under the Capital Securities are subordinated, and the rights of the
holders of Conversion Shares will be further subordinated upon conversion into Conversion Shares.
The Issuer's obligations under the Capital Securities will be subordinated to all of the Issuer's existing and
future obligations under Senior Instruments.
In the event of the liquidation (upon dissolution (ontbinding) or otherwise), moratorium of payments
(surseance van betaling) or bankruptcy (faillissement) of the Issuer (each a "Liquidation Event") that occurs
7

prior to a Trigger Event, the Capital Securities will be subordinated to Senior Instruments of the Issuer and
rank pari passu with all Parity Instruments of the Issuer. In the circumstances described above, the amount of
any claim in respect of each Capital Security shall be its principal amount. By virtue of such subordination,
payments (if any) to the Holders and Couponholders will, in the case of a Liquidation Event, only be made
after all payment obligations of the Issuer in respect of Senior Instruments have been satisfied. Also see
"There is no restriction on the amount or type of further securities or indebtedness that the Issuer or its
subsidiaries may issue, incur or guarantee. No limitation on issuing pari passu or senior securities." below.
In addition, as further described below under "Loss absorption following a Trigger Event. The Capital
Securities will be subject to Conversion following the occurrence of a Trigger Event, in which case the
Capital Securities will be converted into Ordinary Shares, and upon the occurrence of such an event Holders
could lose all or part of the value of their investment in the Capital Securities.", if a Trigger Event occurs, the
Capital Securities shall be converted into Ordinary Shares. All of the Issuer's obligations under the Capital
Securities shall be irrevocably and automatically discharged by the Issuer's issuance of the Conversion Shares
to the Conversion Shares Depository (or to the relevant recipient). If a Liquidation Event occurs after a
Trigger Event, but before the relevant Conversion Shares to be issued and delivered to the Conversion Shares
Depository (or to the relevant recipient) have been so issued and delivered, each Holder of a Capital Security
shall have a claim (in lieu of any other payment by the Issuer) for the amount, if any, it would have been
entitled to receive if the Conversion relating to such Trigger Event had occurred, and the relevant number of
Conversion Shares to which such Holder would have been entitled had been delivered to such Holder,
immediately prior to the Liquidation Event. Each Holder will be effectively further subordinated due to the
change in its status following a Liquidation Event after the Trigger Event from being the holder of a debt
instrument ranking ahead of holders of Ordinary Shares to being the holder of Ordinary Shares or being
entitled to delivery of Ordinary Shares as evidenced by the Capital Security. As a result, upon the occurrence
of Conversion, the Holders could lose all or part of their investment in the Capital Securities irrespective of
whether the Issuer has sufficient assets available to settle what would have been the claims of the Holders of
the Capital Securities or other securities subordinated to the same extent as the Capital Securities, in
proceedings relating to a Liquidation Event or otherwise. Therefore, even if other securities that rank pari
passu with the Capital Securities are paid in full, following the Trigger Event, the Holders will have no rights
to the repayment of the principal amount of the Capital Securities or the payment of interest on the Capital
Securities and will rank as holders of Ordinary Shares. The claims of holders of Ordinary Shares in a
Liquidation Event are the most junior-ranking of all claims. Claims in respect of Ordinary Shares are not for a
fixed principal amount, but rather are limited to a share of the surplus assets (if any) remaining following
payment of all amounts due in respect of the liabilities of the Issuer.
Although the Capital Securities may pay a higher rate of interest than comparable securities which are not so
subordinated, there is a real risk that an investor in the Securities will lose all or some of its investment should
the Issuer become insolvent since its assets would be available to pay such amounts only after all of its senior
and more senior subordinated creditors have been paid in full.
Therefore, if, prior to the occurrence of a Trigger Event, a Liquidation Event occurs, the liquidator or
administrator of the Issuer in a distribution would first apply assets of the Issuer to satisfy all rights and
claims of holders of Senior Instruments. If the Issuer does not have sufficient assets to settle claims of such
Senior Instrument holders in full, the claims of the Holders of the Capital Securities will not be settled and, as
a result, the Holders will lose the entire amount of their investment in the Capital Securities. The Capital
Securities will share equally in payment with claims under Parity Instruments (or with claims in respect of
Ordinary Shares, in the event of a Liquidation Event of the Issuer occurring in the intervening period between
a Trigger Event and the Conversion Date) if the Issuer does not have sufficient funds to make full payments
on all of them, as applicable. In such a situation, Holders could lose all or part of their investment.
8

Subject to applicable law, no Holder or Couponholder may exercise, claim or plead any right of set-off,
compensation or retention in respect of any amount owed to it by the Issuer in respect of, or arising under or
in connection with the Capital Securities or the Coupons and each Holder and Couponholder shall, by virtue
of his holding of any Capital Security or Coupon, be deemed to have waived all such rights of set-off,
compensation or retention. See also the risk factor entitled "Bank Recovery and Resolution Regimes" starting
on page 13 of the Registration Document.
4
There is no restriction on the amount or type of further securities or indebtedness that the Issuer
or its subsidiaries may issue, incur or guarantee. No limitation on issuing pari passu or senior
securities.
Subject to complying with applicable regulatory requirements in respect of the Issuer's leverage and capital
ratios, there is no restriction on the amount or type of securities or indebtedness which the Issuer or its
subsidiaries may issue, incur or guarantee, as the case may be, that rank senior to, or pari passu with, the
Capital Securities and no restriction on the Issuer or any other member of the Group issuing securities with
similar, different or no Trigger Event provisions. The Capital Securities do not contain any restriction on the
Issuer's issuing securities that may have preferential rights to the Capital Securities or securities with similar
or different provisions to those thereof.
The issue or guaranteeing of any such further securities or indebtedness may reduce the amount recoverable
by Holders on a Liquidation Event of the Issuer and may limit its ability to meet its obligations under the
Capital Securities. Accordingly, in the bankruptcy or liquidation of the Issuer and after payment of the claims
of senior creditors, there may not be a sufficient amount to satisfy the amounts owing to the Holders.
5
The Capital Securities are obligations only of the Issuer, and claims against the Issuer are
structurally subordinated to the creditors of and other claimants against its subsidiaries.
The Capital Securities are the obligations only of the Issuer. The Issuer's rights to participate in the assets of
any subsidiary if such subsidiary is liquidated will be subject to the prior claims of such subsidiary's creditors
and any preference shareholders, except in the limited circumstance where the Issuer is a creditor with claims
that are recognised to be ranked ahead of or pari passu with such claims. Accordingly, if one of the Issuer's
subsidiaries were to be wound up, liquidated or dissolved, (i) the Holders would have no right to proceed
against the assets of such subsidiary, and (ii) the liquidator of such subsidiary would first apply the assets of
such subsidiary to settle the claims of the creditors of such subsidiary, including holders (which may include
the Issuer) of any preference shares and other Tier 1 capital instruments of such other subsidiary, before the
Issuer, to the extent the Issuer is an ordinary shareholder of such other subsidiary and would be entitled to
receive any distributions from such other subsidiary.
6
Interest payments may be cancelled on a discretionary or mandatory basis. Cancelled interest
shall not be due and shall not accumulate or be payable at any time thereafter and Holders shall have
no rights thereto.
The Issuer may elect not to pay interest, in whole or in part, on any Interest Payment Date or redemption date.
The Issuer may make such election for any reason. In addition, payment of interest will be prohibited if and to
the extent that certain regulatory conditions are not satisfied, including that (i) Distributable Items are
insufficient and/or (ii) payment would cause the Maximum Distributable Amount (if any) then applicable to
the Issuer to be exceeded. Furthermore, if a Liquidation Event or Trigger Event and Conversion occurs all
interest accrued and unpaid shall be cancelled. There can, therefore, be no assurances that a Holder will
receive interest payments in respect of the Capital Securities.
9

Document Outline

#1">ING_AT1_2016_Final Offering Circular.docx