Obligation ING Group 5.14% ( XS0246487705 ) en GBP

ING Group

100 % ▼

Pays-Bas

XS0246487705 ( en GBP )

5.14% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation ING Groep XS0246487705 en GBP 5.14%, échéance Perpétuelle

50 000 GBP

600 000 000 GBP

17/09/2025 ( Dans 133 jours )

ING Groep est une institution financière mondiale offrant une large gamme de services bancaires aux particuliers, entreprises et institutions, notamment des services de banque de détail, de gestion de patrimoine, d'investissement et de banque d'entreprise.

ING Groep a émis une obligation perpétuelle (XS0246487705) d'une taille totale de 600 000 000 GBP, négociée actuellement à 100% de sa valeur nominale, offrant un taux d'intérêt de 5,14% avec des paiements annuels, une taille minimale d'achat de 50 000 GBP.

PROSPECTUS
ING GROUP
ING Groep N.V.
(incorporated in the Netherlands with its statutory seat in Amsterdam)
(the ``Issuer'')
£600,000,000 ING Perpetual Securities
Issue price: 100 per cent.
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning as given to
them in the terms and conditions (the ``Terms and Conditions'')
The £600,000,000 Perpetual Securities (the ``Securities'') are perpetual securities and have no fixed redemption
date. However, the Securities may be redeemed in whole but not in part at the option of the Issuer, at their
principal amount, together with any Outstanding Payments on the Coupon Payment Date falling on 17 March 2016
or any Coupon Payment Date thereafter. Prior redemption in case of tax events or for regulatory purposes may
apply, subject to Condition 8.
The Securities will bear fixed interest from (and including) the Issue Date to (but excluding) 17 March 2016 at
a rate of 5.140 per cent. per annum payable semi-annually in arrear on 17 March and 17 September in each year
starting 17 September 2006, subject to Condition 4 and 5. Thereafter the Securities will bear floating interest at a
rate of 1.62 per cent. above Three Month £LIBOR (as defined in Condition 5) payable quarterly in arrear on 17
June, 17 September, 17 December and 17 March in each year starting 17 June 2016 subject to Condition 4 and 5.
Payments (such term does not include principal) may be deferred, as more fully described in Condition 4, but any
Deferred Coupon Payment will immediately become due if the Issuer makes payments on or purchases or redeems
its Junior Securities or Parity Securities or makes any payment on a Parity Guarantee. Investors will always receive
cash but the moneys to satisfy such Deferred Coupon Payments may only be raised by the issue of its Ordinary
Shares, which, when sold, will provide the cash amount due in respect of Deferred Coupon Payments. Upon the
occurrence of a Regulatory Event, the terms of the Securities will be automatically altered, as described in
Condition 7.
The Securities constitute direct, unsecured and subordinated securities of the Issuer as described in Condition 2.
The Securities are expected to be assigned, on issue, a rating of `A2' by Moody's Investors Service, Inc.
(``Moody's''). As defined by Moody's, obligations rated `A' are considered upper-medium grade and are subject to
low credit risk. The Securities are expected to be assigned, on issue, a rating of `A' by Standard & Poor's Rating
Services, a division of the McGraw-Hill Companies, Inc. (``Standard & Poor's''). As defined by Standard & Poor's,
an obligation rated `A' is somewhat more susceptible to the adverse effects of changes in circumstances and
economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its
commitment of the obligation is still strong. A credit rating is not a recommendation to buy, sell or hold securities
and may be subject to revision, suspension or withdrawal at any time by the relevant rating organisation.
The Securities shall have denominations of £50,000 each. The Securities will be represented by a Temporary
Global Security in bearer form without interest coupons, in the principal amount of £600,000,000. The Temporary
Global Security will be deposited with a common depository for Euroclear Bank S.A./N.V., as operator of the
Euroclear System (``Euroclear'') and Clearstream Banking, socie´te´ anonyme (``Clearstream''). Interests in the
Temporary Global Security will be exchangeable for interests in the Permanent Global Security without interest
coupons, on or after 26 April 2006 upon certification of non-U.S. beneficial ownership. The Permanent Global
Security will not be exchangeable for definitive Securities in bearer form. Whilst the Securities are in global form,
the Securities may be traded in the clearing systems in an amount equal to £50,000 per Security and in integral
multiples of £1,000 thereafter.
This Prospectus has been approved by the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financie¨le Markten) (the ``AFM''), which is the Dutch competent authority for the purpose of Directive
2003/71/EC (the ``Prospectus Directive'') and relevant implementing measures in the Netherlands, as a Prospectus
issued in compliance with the Prospectus Directive and the Prospectus Regulation and relevant implementing
measures in the Netherlands for the purpose of giving information with regard to the issue of the Securities during
the period of twelve months after the date hereof. Application has been made for the listing of the Securities on the
Luxembourg Stock Exchange. It is anticipated that the Securities will be quoted as a percentage of their principal
amount.
The AFM may be further requested to provide other competent authorities in the European Economic Area
(EEA) with a certificate of approval so that the Securities may be offered in the relevant other EEA jurisdictions.
Lead Managers
ING Wholesale Banking
Lehman Brothers
UBS Investment Bank
The date of this Prospectus is 15 March 2006.

TABLE OF CONTENTS
Risk Factors .................................................................................................................................
3
Important Notice..........................................................................................................................
7
Key features .................................................................................................................................
9
Documents incorporated by reference .........................................................................................
13
Terms and Conditions of the Securities .......................................................................................
14
ING Groep N.V...........................................................................................................................
32
Auditors' statement ......................................................................................................................
47
Use of Proceeds............................................................................................................................
48
Netherlands Taxation...................................................................................................................
49
Subscription and Sale...................................................................................................................
52
General Information ....................................................................................................................
55
2

RISK FACTORS
Prospective investors should read the entire Prospectus.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in the Securities, but the inability of the Issuer to pay interest, principal or other amounts on
or in connection with any Securities may occur for other reasons. The risks described below are not the
only risks the Issuer faces. Additional risks and uncertainties not presently known to the Issuer or
additional risks and uncertainties that the Issuer currently believes to be immaterial could also have a
material impact on its business operations. Prospective investors should also read the detailed information
set out elsewhere in this Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in the ``Terms and Conditions of the Securities'' below or elsewhere
in this Prospectus have the same meanings in this section, unless otherwise stated. Prospective investors
should consider, among other things, the following.
Factors that may affect the Issuer's ability to fulfil its obligations under the Securities
Because the Issuer is an integrated financial services company conducting business on a global
basis, the revenues and earnings of the Issuer are affected by the volatility and strength of the economic,
business and capital markets environments specific to the geographic regions in which the Issuer conducts
business and changes in such factors may adversely affect the profitability of its insurance, banking and
asset management business.
Factors such as interest rates, exchange rates, consumer spending, business investment,
government spending, the volatility and strength of the capital markets, and terrorism all impact the
business and economic environment and, ultimately, the amount and profitability of business the
Issuer conducts in a specific geographic region. For example, in an economic downturn characterized
by higher unemployment, lower family income, lower corporate earnings, lower business investment
and consumer spending, the demand for banking and insurance products would be adversely affected
and the Issuer's reserves and provisions would likely increase, resulting in lower earnings. Similarly, a
downturn in the equity markets could cause a reduction in commission income the Issuer earns from
managing portfolios for third parties, as well as income generated from its own proprietary portfolios,
each of which is generally tied to the performance and value of such portfolios. The Issuer also offers
a number of insurance and financial products that expose the Issuer to risks associated with
fluctuations in interest rates, securities prices or the value of real estate assets. In addition, a
mismatch of interest-earning assets and interest-bearing liabilities in any given period may, in the
event of changes in interest rates, have a material effect on the financial condition or result from
operations of the banking businesses of the Issuer.
Because life and non-life insurance and reinsurance businesses of the Issuer are subject to losses
from unforeseeable and/or catastrophic events, which are inherently unpredictable, the actual claims
amount of the Issuer may exceed the established reserves or the Issuer may experience an abrupt
interruption of activities, each of which could result in lower net profits and have an adverse effect on its
results of operations.
In its life and non-life insurance and reinsurance businesses, the Issuer is subject to losses from
natural and man-made catastrophic events. Such events include, without limitation, weather and other
natural catastrophes such as hurricanes, floods and earthquakes, as well as events such as terrorist
attacks. The frequency and severity of such events, and the losses associated with them, are inherently
unpredictable and can not always be adequately reserved for. In accordance with industry practices,
reserves are established based on estimates using actuarial projection techniques. The process of
estimating is based on information available at the time the reserves are originally established.
Although the Issuer continually reviews the adequacy of the established claim reserves, and based on
current information, the Issuer believes its claim reserves are sufficient, there can be no assurances
that its actual claims experience will not exceed its estimated claim reserves. If actual claim amounts
exceed the estimated claim reserves, its earnings may be reduced and its net profits may be adversely
affected. In addition, because unforeseeable and/or catastrophic events can lead to abrupt interruption
of activities, its banking and insurance operations may be subject to losses resulting from such
disruptions. Losses can relate to property, financial assets, trading positions and also to key
personnel. If its business continuity plans are not able to be put into action or do not take such
events into account, losses may further increase.
3

Because the Issuer operates in highly regulated industries, changes in statutes, regulations and
regulatory policies that govern activities in its various business lines could have an effect on its
operations and its net profits.
The insurance and banking operations of the Issuer are subject to insurance, banking and
financial services statutes, regulations and regulatory policies that govern what products the Issuer
sells and how the Issuer manages its business. Changes in existing statutes, regulations and regulatory
policies, as well as changes in the implementation of such statutes, regulations and regulatory policies
may affect the way the Issuer does business, its ability to sell new policies, products or services and
its claims exposure on existing policies. In addition, changes in tax laws may affect its tax position
and/or the attractiveness of certain of its products, some of which currently have favourable tax
treatment.
Because the Issuer operates in highly competitive markets, including in its home market, the Issuer
may not be able to further increase, or even maintain, its market share, which may have an adverse
effect on its results of operations.
There is substantial competition in the Netherlands and the other countries in which the Issuer
does business for the types of insurance, commercial banking, investment banking and other products
and services the Issuer provides. Customer loyalty and retention can be influenced by a number of
factors, including relative service levels, the prices and attributes of products and services, and actions
taken by competitors. If the Issuer is not able to match or compete with the products and services
offered by its competitors, it could adversely impact its ability to maintain or further increase its
market share, which would adversely affect its results of operations. Such competition is most
pronounced in its more mature markets of the Netherlands, Belgium, the other countries in Europe,
the United States, Canada and Australia. In recent years, however, competition in emerging markets,
such as South America, Asia and Central and Eastern Europe, has also increased as large insurance
and banking industry participants from more developed countries have sought to establish themselves
in markets which are perceived to offer higher growth potential, and as local institutions have become
more sophisticated and competitive and have sought alliances, mergers or strategic relationships with
its competitors. Based on geographic division of its operating profit, the Netherlands is the Issuer's
largest market for both its banking and insurance operations. The United States is the Issuer's second
largest market for the insurance operations. Increasing competition in these or any of its other
markets may significantly impact the results if the Issuer is unable to match the products and services
offered by its competitors.
Because its reinsurance arrangements are with a limited number of reinsurers, the inability of one
or more of these reinsurers to meet their financial obligations could have an adverse effect on the results
of operations of the Issuer.
The insurance operations of the Issuer have bought protection for risks that exceed certain risk
tolerance levels set for both its life and non-life business. This protection is bought through
reinsurance arrangements in order to reduce possible losses. Because in most cases the Issuer must
pay the policyholders first, and then collect from the reinsurer, the Issuer is subject to credit risk with
respect to each reinsurer for all such amounts. The inability of any one of these reinsurers to meet its
financial obligations to the Issuer could have a material adverse effect on the net profits and financial
results of the Issuer.
Because the Issuer also operates in markets with less developed judiciary and dispute resolution
systems, proceedings could have an adverse effect on its operations and net result.
In the less developed markets in which the Issuer operates, judiciary and dispute resolution
systems may be less developed. In case of a breach of contract the Issuer may have difficulties in
making and enforcing claims against contractual counter parties. On the other hand, if claims are
made against the Issuer, the Issuer might encounter difficulties in mounting a defence against such
allegations. If the Issuer becomes party to legal proceedings in a market with an insufficiently
developed judiciary system, it could have an adverse effect on its operations and net result. Because
the Issuer is a financial services company and its group companies are continually developing new
financial products, the Issuer might be faced with claims that could have an adverse effect on its
operations and net result if clients' expectations are not met. When new financial products are
brought to the market, communication and marketing is focussed on potential advantages for the
customers. If the products do not generate the expected profit, or result in a loss, customers may file
claims against the Issuer or any of its affiliates for not fulfilling its potential duty of care. Potential
claims could have an adverse effect on its operations and net result.
4

The Issuer's obligations under the Securities are subordinated
The Issuer's obligations under the Securities will be unsecured and subordinated and will rank
junior in priority of payment to Senior Creditors. ``Senior Creditors'' means creditors of the Issuer (a)
who are unsubordinated creditors of the Issuer, or (b) whose claims are, or are expressed to be,
subordinated (whether only in the event of the liquidation (upon dissolution or otherwise) of the
Issuer or otherwise) to the claims of unsubordinated creditors of the Issuer but not further or
otherwise, or (c) who are subordinated creditors of the Issuer other than those whose claims are, or
are expressed to rank, pari passu with, or junior to, the claims of the Holders (which subordinated
creditors do not include, for the avoidance of doubt, holders of Parity Securities or of Parity
Guarantees, with which the holders of the Securities rank pari passu).
Deferral
The Issuer may elect to defer any Payment (such term does not include principal) on the
Securities for any period of time subject to suspension of payment on Junior Securities, Parity
Securities and Parity Guarantees, as more particularly described in ``Terms and Conditions of the
Securities 4. Deferrals''. Unless deferral is required as described under ``Terms and Conditions of
the Securities 4. Deferrals (a) Required Deferral of Payments'', any deferred payment will bear
interest at the Applicable Coupon Rate.
Perpetual securities
The Issuer is under no obligation to redeem the Securities at any time and the Holders have no
right to call for their redemption.
Redemption risk
Upon the occurrence of certain specified tax or regulatory events, the Securities may be
redeemed at a redemption price equal to either (i) their principal amount, together with any
Outstanding Payments (as defined in ``Terms and Conditions of the Securities 21. Definitions'') or
(ii) the higher of their principal amount, together with any Outstanding Payments and their Make
Whole Redemption Price (as defined in ``Terms and Conditions of the Securities 21. Definitions''),
as the case may be, subject as provided in ``Terms and Conditions of the Securities 8. Redemption
and Purchases''. In addition, on the Coupon Payment Date falling on 17 March 2016 or any Coupon
Payment Date thereafter, the Securities may be redeemed at their principal amount, together with any
Outstanding Payments.
Alteration of terms upon a Regulatory Event
Upon the occurrence of a Regulatory Event, the terms of the Securities will be automatically
altered so to reflect that they have become Capital Securities which for International Financial
Reporting Standards (``IFRS'') purposes are classified as equity applying the current IFRS standards.
See ``Terms and Conditions of the Securities 7. Alteration of terms upon a Regulatory Event''.
If the terms of the Securities are so altered, the Capital Securities that a Holder will then hold
will have different rights than those applicable to the Securities and such rights are less favourable to
Holders than those that apply to the Securities, provided that in a winding-up of the Issuer the
Capital Securities will in any case, like the Securities, rank pari passu with the most senior preference
shares issued by the Issuer.
No limitation on issuing debt
Save as provided in ``Terms and Conditions of the Securities 2. Status (b)(iii) Senior
Instruments'', there is no restriction on the amount of debt which the Issuer may issue which ranks
senior to the Securities or on the amount of securities which the Issuer may issue which ranks pari
passu with the Securities. The issue of any such debt or securities may reduce the amount recoverable
by Holders on a liquidation (upon dissolution or otherwise), moratorium of payments or bankruptcy
of the Issuer or may increase the likelihood of a deferral of Payments under the Securities.
Availability of shares
If the Issuer is to make a payment using the Alternative Coupon Satisfaction Mechanism and
has an insufficient number of Ordinary Shares available for issue, then the Issuer's payment
obligation shall be suspended to the extent of such insufficiency until such time as sufficient shares
are available to satisfy all or part of the suspended payment obligation, as more particularly
5

described in ``Terms and Conditions of the Securities 6. Alternative Coupon Satisfaction Mechanism
(d) Insufficiency''.
Market Disruption Event
If, following a decision by the Issuer to satisfy a payment using the Alternative Coupon
Satisfaction Mechanism, in the opinion of the Issuer a Market Disruption Event in respect of its
Ordinary Shares exists, the payment to Holders may be deferred until the cessation of such market
disruption, as more particularly described in ``Terms and Conditions of the Securities 6. Alternative
Coupon Satisfaction Mechanism (e) Market Disruption''. Any such deferred payments shall bear
interest at the Applicable Coupon Rate if the Market Disruption Event continues for 14 days or
more.
Restricted remedy for non-payment
The sole remedy against the Issuer available to the Trustee or any Holder for recovery of
amounts owing in respect of any Payment or principal in respect of the Securities will be the
institution of proceedings for the bankruptcy of the Issuer. Although there is some doubt under
Dutch law whether a trustee, such as the Trustee would be permitted to commence a bankruptcy
proceeding in the Netherlands, in all cases any holder of the Securities with a due and payable claim
would be permitted to commence such proceedings in accordance with Dutch Bankruptcy law.
Set-off
Subject to mandatory applicable law, no Holder may exercise or claim any right of set-off in
respect of any amount owed to it by the Issuer arising under or in connection with the Securities and
each Holder shall, by virtue of being the bearer of any Security, be deemed to have waived all such
rights of set-off.
Absence of prior public markets
The Securities constitute an issue of new securities by the Issuer. Prior to this issue, there will
have been no public market for the Securities. Although application has been made for the Securities
to be listed on the Luxembourg Stock Exchange, there can be no assurance that an active public
market for the Securities will develop and, if such a market were to develop, the Lead Managers are
under no obligation to maintain such a market. The liquidity and the market prices for the Securities
can be expected to vary with changes in market and economic conditions, the financial condition and
prospects of the Issuer and other factors that generally influence the market prices of securities.
Currency risk
The Issuer will pay principal (if any) and interest on the Securities in pound sterling. This
presents certain risks relating to currency conversions if an investor's financial activities are
denominated principally in a currency or currency unit (the ``Investor's Currency'') other than pound
sterling. These include the risk that exchange rates may significantly change (including changes due to
devaluation of the pound sterling or revaluation of the Investor's Currency) and the risk that
authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls.
An appreciation in the value of the Investor's Currency relative to the pound sterling would decrease
(a) the Investor's Currency-equivalent yield on the Securities, (b) the Investor's Currency-equivalent
value of the principal payable on the Securities and (c) the Investor's Currency-equivalent market
value of the Securities.
Integral multiples of less than £50,000
It is possible that the Securities may be traded in the clearing systems in amounts in excess of
£50,000 that are not integral multiples of £50,000. Should definitive Securities be required to be
issued, Holders who hold Securities in the relevant clearing system in amounts that are not integral
multiples of £50,000 may need to purchase or sell, on or before the relevant exchange date, a
principal amount of Securities such that their holding is an integral multiple of £50,000.
6

IMPORTANT NOTICE
Responsibility
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case)
the information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other than
those contained in this document in connection with the offering of the Securities and, if given or made,
such information or representations must not be relied upon as having been authorised by the Issuer, the
Trustee or the Lead Managers (as defined under ``Subscription and Sale'' below). Neither the delivery of
this document nor any sale made hereunder shall, under any circumstances, constitute a representation or
create any implication that there has been no change in the affairs of the Issuer and its subsidiaries since
the date hereof. This document does not constitute an offer of, or an invitation by, or on behalf of, the
Issuer, the Trustee or the Lead managers to subscribe for, or purchase, any of the Securities. This
document does not constitute an offer, and may not be used for the purpose of an offer to, or a
solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation
is not authorised or is unlawful.
Neither the Lead managers nor the Trustee have separately verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Lead managers, the Trustee or any of them as to the
accuracy or completeness of the information contained in this Prospectus or any other information
provided by the Issuer in connection with the Securities or their distribution.
Offering and Selling Restrictions
This Prospectus should not be considered as a recommendation by the Issuer or the Lead managers
that any recipient of this Prospectus should purchase any of the Securities. Each investor contemplating
purchasing Securities should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the creditworthiness, of the Issuer.
The Securities have not been and will not be registered under the United States Securities Act of
1933, as amended, (the ``Securities Act'') and are subject to U.S. tax law requirements. Subject to
certain exceptions, the Securities may not be offered, sold or delivered within the United States or to
U.S. persons. For a further description of certain restrictions on the offering and sale of the Securities
and on distribution of this document, see ``Subscription and Sale'' below.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE SECURITIES, LEHMAN BROTHERS
INTERNATIONAL
(EUROPE)
(THE
``STABILISING
MANAGER'')
(OR
ANY
PERSON
ACTING FOR THE STABILISING MANAGER) MAY OVER-ALLOT (PROVIDED THAT THE
AGGREGATE PRINCIPAL AMOUNT OF SECURITIES ALLOTTED DOES NOT EXCEED 105%
OF THE AGGREGATE LIQUIDATION PREFERENCE OF THE SECURITIES) OR EFFECT
TRANSACTIONS
WITH
A
VIEW
TO
SUPPORTING
THE
MARKET
PRICE
OF
THE
SECURITIES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL
FOR
A
LIMITED
PERIOD.
HOWEVER,
THERE
IS
NO
ASSURANCE
THAT
THE
STABILISING MANAGER (OR ANY AGENT OF THE STABILISING MANAGER) WILL
UNDERTAKE STABILISING ACTION. ANY STABILISING ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE
OFFER OF THE SECURITIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME,
BUT IT MUST END NO LATER THAN 30 DAYS AFTER THE CLOSING DATE AND 60 DAYS
AFTER THE ALLOTMENT OF THE SECURITIES. SUCH STABILISING SHALL BE IN
COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS AND RULES.
Miscellaneous
All references in this document to ``euro'', ``euros'', ``EUR'' and ``A'' refer to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty establishing the European Community (signed in Rome on 25th March, 1957) as amended by the
Treaty on European Union (signed in Maastricht on 7th February, 1992).
7

n this Prospectus, unless otherwise specified or the context otherwise requires, all references to
``GBP'', ``pound sterling'', ``sterling'' and ``£'' are to the currency of the United Kingdom of Great
Britain and Northern Ireland.
In this Prospectus, ``we'', ``our'', ``us'' or the Issuer refers to ING Groep N.V. and its consolidated
subsidiaries (unless the context requires otherwise).
8

KEY FEATURES
The following section must be read as an introduction to this Prospectus and any decision to invest
in the Securities should be based on a consideration of this Prospectus as a whole, including the
documents incorporated by reference.
The following refers to certain provisions of the Terms and Conditions of the Securities and the
Trust Deed and insofar as it refers to the Terms and Conditions of the Securities is qualified by the
more detailed information contained elsewhere in this Prospectus. Defined terms used herein have the
meaning given to them in ``Terms and Conditions of the Securities''.
Words and expressions defined elsewhere in this Prospectus shall have the same meanings in this
section.
Issuer
ING Groep N.V.
ING Groep N.V. is the holding company of a broad spectrum of
companies (together called ING), providing a wide array of banking,
insurance and asset management services in over 50 countries. Based
on market capitalisation, ING Groep N.V. is one of the 20 largest
financial institutions worldwide and in the top-10 in Europe. Further
information in relation to the Issuer is set out under ``ING Groep
N.V.''
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Securities, including the fact that the Issuer's
results can be adversely affected by (i) general economic conditions
and other business conditions, (ii) competition, (iii) regulatory change
and (iv) standard banking risks including changes in interest and
foreign exchange rates and operational, credit, market, liquidity and
legal risks. In addition, there are certain factors which are material for
the purpose of assessing the market risks associated with the
Securities. See ``Risk Factors'' in this Prospectus.
Trustee
Amsterdamsch Trustee's Kantoor B.V.
Issue Size
£600,000,000
Issue Price
100 per cent.
Redemption
The Securities are perpetual securities and have no maturity date. The
Securities may be redeemed in whole but not in part at the option of
the Issuer, at their principal amount, together with any Outstanding
Payments on the Coupon Payment Date falling on 17 March 2016 or
any Coupon Payment Date thereafter.
Interest
The Securities will bear interest from (and including) the Issue Date to
(but excluding) 17 March 2016 (the ``First Reset Date'') at a rate of
5.140 per cent. per annum payable semi-annually in arrear and
thereafter at a rate of 1.62 per cent. above Three Month £LIBOR
payable quarterly in arrear on 17 March, 17 June, 17 September and
17 December.
Coupon Payment Dates
Subject as described below, Coupon Payments will be payable semi-
annually in arrear on 17 March and 17 September in each year from
(and including) 17 September 2006 to 17 March 2016 and quarterly in
arrear on 17 June, 17 September, 17 December and 17 March in each
year thereafter.
Status and subordination
The
Securities
constitute
direct,
unsecured
and
subordinated
obligations of the Issuer. The rights and claims of the Holders
under the Securities are subordinated to the claims of Senior
Creditors. No payment in respect of the Securities shall be due and
payable except to the extent that the Issuer is solvent and could make
such payment and still be solvent immediately thereafter.
9

Winding-up Claims
In the event of the liquidation (upon dissolution or otherwise),
moratorium of payments or bankruptcy of the Issuer, the Holders will
be treated effectively from a financial point if view as if they were
the Holders of the most senior class of preference shares outstanding
from time to time with a notional amount equal to the principal
amount of the relevant Security plus Outstanding Payments, and
otherwise having an equal right to a return of the assets of the Issuer in
such liquidation (upon dissolution or otherwise), moratorium of
payments or bankruptcy to the holders of the Securities. Such class
would rank junior to the claims of Senior Creditors and pari passu
with Parity Securities and Parity Guarantees.
Required Deferral of Payments
If the Issuer determines, on the 20th Business Day prior to the date on
which any Payment (such term does not include principal) would, in
the absence of deferral in accordance with Condition 4 of the Terms
and Conditions of the Securities, be due and payable, that payment of
the relevant Payment will result in the Issuer being insolvent, the
Issuer must defer such Payment.
Such required deferred payment may be satisfied by the Issuer giving
not less than 16 Business Days notice of such satisfaction. Unless the
Issuer elects to defer such Payment pursuant to its general right to
defer referred to below, such required deferred payment must be
satisfied on the Coupon Payment Date next following the 19th
Business Day after the Issuer determines that it will meet the solvency
test referred to in ``Terms and Conditions of the Securities 2. Status
(b)(i) Condition of Payment by the Issuer''. No interest will accrue on
required Deferred Coupon Payments.
Optional Deferral of Payments
The Issuer may elect to defer any Payment (such term does not include
principal) on the Securities for any period of time. However if the
Issuer makes this election, the deferred payment will bear interest at
the Applicable Coupon Rate for the full period of deferral.
Deferred and Future Interest
Any Payment on the Securities which has been deferred will become
Payment
immediately due and payable if the Issuer makes payments on or
purchases or redeems any Junior Securities or Parity Securities or
makes any payment on a Parity Guarantee. Furthermore any payment
on Ordinary Shares or any other Junior Securities will result in full
mandatory payments for the next two coupon periods or, after the
First Reset Date, next four coupon periods, assuming such payment to
be for a full year. Any payment on any Parity Securities or under any
Parity Guarantees will result in a proportional mandatory payment
for the relevant number of consecutive coupon periods following the
payment on such Parity Securities or such Parity Guarantees.
Alternative Coupon Satisfaction
Any Deferred Coupon Payment (with any interest accrued on such
Mechanism
Deferred Coupon Payment, as applicable) will be satisfied using the
Alternative Coupon Satisfaction Mechanism. Investors will always
receive payments made in respect of Securities in cash. However, the
Issuer may elect at any time to satisfy its obligation to make any
Payment (other than a payment of principal) to Holders by the issue
of its Ordinary Shares in such amount that, when the Ordinary Shares
are sold, will provide enough cash for the Issuer to make full payments
on the Securities in respect of the relevant Payment. The Calculation
Agent will calculate in advance the number of Ordinary Shares that
must be issued to raise the full amount of money due on the Securities
on the Relevant Date to the Holders.
Insufficiency
The Issuer is required to keep available for issue enough Ordinary
Shares as it reasonably considers would be required to satisfy from
time to time the next year's Coupon Payment or Payments using the
Alternative Coupon Satisfaction Mechanism.
10