Obligation ING Group 4.25% ( XS1634362054 ) en USD

ING Group

100 % ⇌

Pays-Bas

XS1634362054 ( en USD )

4.25% par an ( paiement semestriel )

23/06/2032

Prospectus brochure de l'obligation ING Groep XS1634362054 en USD 4.25%, échéance 23/06/2032

200 000 USD

160 000 000 USD

23/06/2025 ( Dans 48 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.

L'Obligation émise par ING Group ( Pays-Bas ) , en USD, avec le code ISIN XS1634362054, paye un coupon de 4.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/06/2032

Final Terms dated 21 June 2017
ING Groep N.V.
Issue of USD 160,000,000 Fixed Rate Tier 2 Notes due June 2032
under the 55,000,000,000 Debt Issuance Programme
The Notes will not be registered under the Securities Act and may not be sold except (i) in accordance with
Rule 144A under the Securities Act, (ii) in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act, (iii) pursuant to an effective registration statement under the Securities
Act or (iv) in any other transaction that does not require registration under the Securities Act.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID
II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPS Regulation.
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis
that any offer of Notes in any Member State of the European Economic Area which has implemented Directive
2003/71/EC, as amended from time to time (the "Prospectus Directive"), (each, a "Relevant Member State")
will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person
making or intending to make an offer in that Relevant Member State of the Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they
authorise, the making of any offer of Notes in any other circumstances.
Part A -- Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the
Notes (the "Conditions") set forth in the Base Prospectus dated 31 March 2017 as supplemented from time
to time, which constitutes a base prospectus for the purposes of the Prospectus Directive. This document
constitutes the Final Terms applicable to the issue of Notes described herein for the purposes of Article 5.4 of
the Prospectus Directive (as implemented by the Dutch Financial Supervision Act (Wet op het financieel
toezicht) and its implementing regulations) and must be read in conjunction with such Base Prospectus. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of these
Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at the Issuer's website
(www.ing.com/Investor-relations/Fixed-income-information.htm) and copies may be obtained from ING
Groep N.V., c/o ING Bank N.V. at Foppingadreef 7, 1102 BD Amsterdam, The Netherlands.
Prospective investors should carefully consider the section "Risk Factors" in the Base Prospectus.

1

General Description of the Notes
1
Issuer:
ING Groep N.V.
2
(i) Series Number:
0187

(ii) Tranche Number:
1

(iii) Date on which the Notes will be
consolidated and form a single series:
Not Applicable
3
Specified Currency or Currencies:
USD
4
Aggregate Nominal Amount:
USD 160,000,000

(i) Tranche:
USD 160,000,000

(ii) Series:
USD 160,000,000
5
Issue Price:
100% of the Aggregate Nominal Amount.
6
(i) Specified Denominations:
USD 200,000

(ii) Calculation Amount:
Not Applicable
7
(i) Issue Date:
23 June 2017

(ii) Interest Commencement Date:
Issue Date
8
Maturity Date:
23 June 2032
9
Interest Basis:
Fixed Rate
(further particulars specified below)
10 Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their Aggregate
Nominal Amount.
11 Change of Interest Basis :
Not Applicable
12 Put/Call Options:
Issuer Call
(further particulars specified below)
13 (i) Status of the Notes:
Subordinated
(ii) Status of the Subordinated Notes:
Tier 2 Notes
Provisions relating to Interest (if any) payable
14 Fixed Rate Note Provisions
Applicable

(i) Rate(s) of Interest:
From (and including) the Interest Commencement
Date up to (but excluding) Optional Redemption
Date, 4.25% per annum; and
From (and including) the Optional Redemption Date
up to (but excluding) the Maturity Date, the
aggregate of 2.10 per cent. and the Mid Swap Rate
per annum determined by the Agent, payable
annually in arrear.
2

"Mid Swap Rate" means the annual mid swap rate
for U.S. dollar swap transactions with a maturity of 5
years, expressed as a percentage, displayed on
Reuters screen page ISDAFIX 1 (or such other page
as may replace that page on Reuters, or such other
service as may be nominated by the person providing
or sponsoring the information appearing there for the
purposes of displaying comparable rates) at 11:00
a.m. (New York time) on the second Business Day
prior to the Optional Redemption Date.

(ii) Interest Payment Date(s):
23 June in each year, commencing on 23 June 2018,
up to and including the Maturity Date.

(iii) Fixed Coupon Amount(s):
For each Fixed Interest Period, as defined in
Condition 4(a), the Fixed Coupon Amount will be an
amount equal to the Specified Denomination
multiplied by the Rate of Interest multiplied by the
Day Count Fraction with the resultant figure being
rounded to the nearest sub-unit of the Specified
Currency, half of any such sub-unit being rounded
upwards.

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
30/360

(vi) Determination Dates:
Not Applicable

(vii) Business Day Convention:
Following Business Day Convention (Unadjusted)

(viii) Interest Amount Adjustment:
Not Applicable

(ix) Additional Business Centre(s):
London and TARGET

(x) Party responsible for calculating the
Interest Amount(s):
Calculation Agent

(xi) Other terms relating to the method of
calculating interest for Fixed Rate Notes: None
15 Floating Rate Note Provisions
Not Applicable
16 Zero Coupon Note Provisions
Not Applicable
Provisions relating to Redemption
17 Issuer Call
Applicable

(i) Optional Redemption Date(s):
23 June 2027

(ii) Optional Redemption Amount of each USD 200,000 per Note of USD 200,000 Specified
Note:
Denomination.

(iii) If redeemable in part:
Not Applicable

(iv) Notice period:
As per Conditions.
18 Investor Put
Not Applicable
3

19 Regulatory Call
Applicable

(i) Optional Redemption Amount of each USD 200,000 per Note of USD 200,000 Specified
Note:
Denomination.

(ii) Notice period:
As per Conditions.
20 Loss Absorption Disqualification Call
Not Applicable
21 Final Redemption Amount of each Note
USD 200,000 per Specified Denomination.
22 Early Redemption Amount

(i) Early Redemption Amount of each Note
payable on redemption for taxation
reasons or on event of default:
USD 200,000 per Specified Denomination.

(ii) Notice period:
As per Conditions
General Provisions Applicable to the Notes
23 Form of Notes:

(i) Form:
Bearer Notes

Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes only on the occurrence of an
Exchange Event, subject to mandatory provisions of
applicable laws and regulations.

(ii) New Global Note:
No
24 Additional Financial Centre(s) or other

special provisions relating to Payment Dates:
London and TARGET
25 Talons for future Coupons to be attached to

Definitive Notes (and dates on which such

Talons mature):
No

26 Other final terms relating to SIS Notes:
Not Applicable
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. 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 these Final Terms is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Signed on behalf of the Issuer:
Signed on behalf of the Issuer:

By: ...............................
By: ...............................
Duly authorised
Duly authorised

4

Part B -- Other Information
1
Listing and Trading
(i) Listing and admission to trading
Application is expected to be made by the Issuer
(or on its behalf) for the Notes to be admitted to
trading on Euronext Amsterdam with effect from
the Issue Date.
(ii) Estimate of total expenses related to
admission to trading:
EUR 7,000

2
Ratings
Ratings:
Expected Fitch rating is: A

3
Interests of Natural and Legal Persons involved in the Issue
Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of
the Notes has an interest material to the offer. The Dealers and their affiliates have engaged, and may in
the future engage, in investment banking and/or commercial banking transactions with, and may perform
other services for, the Issuer and its affiliates in the ordinary course of business.
4
Reasons for the offer, estimated net proceeds and total expenses
(i) Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus
(ii) Estimated net proceeds:
USD 160,000,000
(iii) Estimated total expenses:
See paragraph 1 above.

5
Yield
Indication of yield:
4.25 per cent per annum

As set out above, the yield is calculated at the Issue Date
on the basis of the Issue Price. It is not an indication of
future yield.

6
Operational Information
(i) ISIN:
XS1634362054
(ii) Common Code:
163436205
(iii) Other relevant code:
Not Applicable
(iv) Any clearing system(s) other than

Euroclear Bank SA/NV and

Clearstream Banking, S.A., Euroclear
Netherlands and the Depository Trust
5

Company and the relevant

identification number(s):
Not Applicable
(v) Swiss Securities Number:
Not Applicable
(vi) Delivery:
Delivery against payment.
(vii) Name and address of Swiss Paying

Agent:
Not Applicable
(viii) Names and addresses of additional

Paying Agent(s) (if any):
Not Applicable
(ix) Name and address of Calculation

Agent:
Not Applicable
(x) Intended to be held in a manner
No
which would allow Eurosystem
Whilst the designation is set at "No", should the
eligibility:
Eurosystem eligibility criteria be amended in the future
the Notes may then be deposited with one of the
International Central Securities Depositories as
Common Safekeeper. Note that this does not
necessarily mean that the Notes will ever be recognised
as eligible collateral for Eurosystem monetary policy
and intraday credit operations by the Eurosystem at any
time during their life. Such recognition will depend
upon the ECB being satisfied that Eurosystem
eligibility criteria have been met.

7
Distribution
(i) Method of distribution:
Non-syndicated
(ii) If syndicated, names of Managers:
ING Bank N.V.
(iii) Stabilising Manager(s) (if any):
Not Applicable
(iv) If non-syndicated, name of Dealer:
Not Applicable
(v) Total commission and concession:
Not Applicable
(vi) U.S. Selling Restrictions:
Reg. S Compliance Category2; TEFRA D Rules
Applicable
(vii) ERISA:
Not Applicable
(viii) Prohibition of Sales to EEA Retail
Investors:
Applicable

6