Bond ING Group N.V. 6% ( US456837AE31 ) in USD

Issuer ING Group N.V.
Market price refresh price now   100.03 %  ⇌ 
Country  Netherlands
ISIN code  US456837AE31 ( in USD )
Interest rate 6% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond ING Groep N.V US456837AE31 en USD 6%, maturity Perpetual


Minimal amount 200 000 USD
Total amount 1 000 000 000 USD
Cusip 456837AE3
Standard & Poor's ( S&P ) rating N/A
Moody's rating N/A
Next Coupon 16/04/2026 ( In 68 days )
Detailed description ING Groep N.V. is a multinational banking and financial services corporation headquartered in Amsterdam, offering a wide range of services including retail banking, wholesale banking, investment management, and insurance to individuals and businesses globally.

The Bond issued by ING Group N.V. ( Netherlands ) , in USD, with the ISIN code US456837AE31, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual







424(b)5
424B5 1 d902444d424b5.htm 424(B)5
Table of Contents
CALCULATION OF THE REGISTRATION FEE


Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
6.000% Perpetual Additional Tier 1 Contingent Convertible Capital
Securities

$1,000,000,000
$116,200
6.500% Perpetual Additional Tier 1 Contingent Convertible Capital
Securities

$1,250,000,000
$145,250

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202880

Prospectus Supplement to Prospectus dated March 19, 2015

ING Groep N.V.
$1,000,000,000 6.000% Perpetual Additional Tier 1 Contingent Convertible Capital Securities
$1,250,000,000 6.500% Perpetual Additional Tier 1 Contingent Convertible Capital Securities
ING Groep N.V. (the "Issuer") is offering hereby $1,000,000,000 aggregate principal amount of 6.000% Perpetual Additional Tier 1
Contingent Convertible Capital Securities (the "6.000% Securities") and $1,250,000,000 aggregate principal amount of 6.500% Perpetual
Additional Tier 1 Contingent Convertible Capital Securities (the "6.500% Securities" and, together with the 6.000% Securities, the "Securities").
The initial interest rate on the 6.000% Securities will be 6.000% per annum, and the initial interest rate on the 6.500% Securities will be 6.500%
per annum. The interest rate will reset every five years, commencing on April 16, 2020 for the 6.000% Securities and April 16, 2025 for the
6.500% Securities (each, the applicable "First Call Date"), at the sum of the Mid-Market Swap Rate and 4.445% (in the case of the 6.000%
Securities) and 4.446% (in the case of the 6.500% Securities).
The Securities are expected to qualify as Additional Tier 1 Capital under CRD IV. Subject to the more detailed description of the
Securities in this prospectus supplement and the accompanying prospectus, the Securities:


· are perpetual securities with no fixed maturity or redemption date;


· are not redeemable at the option or election of holders;

· may be redeemed at the Issuer's option, in whole but not in part, on or after the applicable First Call Date and on any five-year

anniversary thereof, or at any time in the event of certain regulatory or tax events;

· provide that payments of interest shall be due and payable at the sole and absolute discretion of the Issuer and, in certain

circumstances, shall not be paid, and any such interest not paid shall be cancelled;

· automatically convert into ordinary shares if at any time the Issuer determines that the Group CET1 Ratio is less than 7.00% (a

"Trigger Event");


· are subject to the exercise of the Dutch Bail-in Power by the relevant resolution authority; and

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424(b)5
· constitute the Issuer's direct unsecured obligations ranking pari passu without any preference among themselves and rank

subordinate to Senior Instruments.
Subject to the Issuer's sole and absolute discretion to pay or cancel payments of interest, interest on the Securities will be payable semi-
annually in arrear on April 16 and October 16 of each year, commencing October 16, 2015.
The Securities are not intended to be sold and should not be sold to retail clients in the European Economic Area (the "EEA"),
within the meaning of the rules set out in the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (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 "Marketing Restrictions" on the inside cover page of this prospectus
supplement for further information.
Table of Contents
By acquiring any Securities, you acknowledge, agree to be bound by, and consent to the exercise of, any Dutch Bail-in Power by
the relevant resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the
Securities and/or the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities
or other obligations of the Issuer or another person, including by means of a variation to the terms of the Securities or any expropriation
of the Securities, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power. See "Notice to
Investors" on the inside cover page of this prospectus supplement.
Application has been made to list the Securities on the Global Exchange Market of the Irish Stock Exchange ("GEM Irish Exchange").
Investing in the Securities involves risks. See "Risk Factors" beginning on page S-21 of this prospectus supplement and the other
information included and incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of the
factors you should carefully consider before deciding to invest in the Securities.
This prospectus supplement includes an Index of Defined Terms on page S-102.
The Securities are not deposit liabilities of ING Groep N.V. and are not insured by the U.S. Federal Deposit Insurance
Corporation or any other governmental agency of the United States, The Netherlands or any other jurisdiction.

Proceeds, before
Underwriting
expenses, to ING


Price to Public(1)
Compensation
Groep N.V.

Per 6.000% Security


100.000%

0.750%

99.250%
Total 6.000% Security

$1,000,000,000
$7,500,000
$ 992,500,000
Per 6.500% Security


100.000%

0.750%

99.250%
Total 6.500% Security

$1,250,000,000
$9,375,000
$ 1,240,625,000

(1)
Plus accrued interest, if any, from April 16, 2015.
The underwriters expect to deliver the Securities to purchasers in book-entry form only through the facilities of The Depository Trust
Company ("DTC") on or about April 16, 2015. Beneficial interests in the Securities will be shown on, and transfers thereof will be effected only
through, records maintained by DTC and its participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V.
The Securities will be issued only in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 in
excess thereof.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of
the Securities or determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
Joint Lead Managers and Joint Bookrunners

Citigroup

ING

J.P. Morgan

UBS Investment Bank

(Joint Structuring Coordinator)

(Joint Structuring Coordinator)

Joint Lead Managers
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424(b)5

Barclays
BofA Merrill Lynch

COMMERZBANK
HSBC Natixis
Société Générale Corporate & Investment Banking
Prospectus Supplement dated April 9, 2015
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

NOTICE TO INVESTORS

S-1
MARKETING RESTRICTIONS

S-4
FORWARD-LOOKING STATEMENTS

S-5
INCORPORATION OF DOCUMENTS BY REFERENCE

S-7
SUMMARY

S-9
SELECTED FINANCIAL DATA
S-18
RISK FACTORS
S-21
CAPITALIZATION AND INDEBTEDNESS
S-48
USE OF PROCEEDS
S-49
DESCRIPTION OF THE SECURITIES
S-50
TAX CONSIDERATIONS
S-86
BENEFIT PLAN INVESTOR CONSIDERATIONS
S-93
UNDERWRITING
S-95
TRADING IN ORDINARY SHARES BY THE ISSUER AND ITS AFFILIATES
S-100
VALIDITY OF SECURITIES
S-101
INDEX OF DEFINED TERMS
S-102
PROSPECTUS

PROSPECTUS SUMMARY

1
AVAILABLE INFORMATION

4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

5
ABOUT THIS PROSPECTUS

6
USE OF PROCEEDS

6
DESCRIPTION OF DEBT SECURITIES

7
DESCRIPTION OF CAPITAL SECURITIES
38
DESCRIPTION OF ORDINARY SHARES
53
DESCRIPTIONS OF THE TRUST AND THE BEARER DEPOSITARY RECEIPTS
56
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
58
DESCRIPTION OF RIGHTS TO PURCHASE BEARER DEPOSITARY RECEIPTS
65
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
66
CLEARANCE AND SETTLEMENT
70
TAXATION
75
BENEFIT PLAN INVESTOR CONSIDERATIONS
100
PLAN OF DISTRIBUTION
102
VALIDITY OF THE SECURITIES
105
EXPERTS
105
NOTICES
105
ENFORCEMENT OF CIVIL LIABILITIES
105
Table of Contents
NOTICE TO INVESTORS
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424(b)5
Agreements and Acknowledgements of Investors, Including Holders and Beneficial Owners
Dutch Bail-in Power
By acquiring any Securities, each holder and beneficial owner of a Security or any interest therein acknowledges, agrees to be bound by,
and consents to the exercise of, any Dutch Bail-In Power by the relevant resolution authority that may result in the cancellation of all, or a portion,
of the principal amount of, or interest on, the Securities and/or the conversion of all, or a portion of, the principal amount of, or interest on, the
Securities into shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the
Securities or any expropriation of the Securities, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-
in Power. Each holder and beneficial owner of a Security or any interest therein further acknowledges and agrees that the rights of holders and
beneficial owners of a Security or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any
Dutch Bail-in Power by the relevant resolution authority. For the avoidance of doubt, the potential conversion of the Securities into shares, other
securities or other obligations in connection with the exercise of any Dutch Bail-in Power by the relevant resolution authority is separate and
distinct from a Conversion following a Trigger Event. In addition, by acquiring any Securities, each holder and beneficial owner of a Security or
any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to
suspend any payment in respect of the Securities for a temporary period.
"Dutch Bail-in Power" means any statutory write-down and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms
incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of ING Groep N.V. and its
consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted
within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the
recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament
and of the Council (the "Bank Recovery and Resolution Directive" or "BRRD") and Regulation (EU) No 806/2014 of the European Parliament
and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto (which
includes any amendments to be made by the forthcoming BRRD (Implementation) Act), or otherwise, pursuant to which obligations of a bank,
banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other
securities or obligations of the obligor or any other person or may be expropriated (and a reference to the "relevant resolution authority" is to any
authority with the ability to exercise a Dutch Bail-in Power).
A "Trigger Event" shall occur if at any time the Issuer has determined that the Group CET1 Ratio is less than 7.00%.
By acquiring any Securities, each holder and beneficial owner of a Security or any interest therein, including any person acquiring any
such Security or interest therein after the date hereof, acknowledges and agrees with and for the benefit of the Issuer and The Bank of New York
Mellon, London Branch, as trustee (the "trustee") as follows:

· that no exercise of the Dutch Bail-In Power by the relevant resolution authority with respect to the Securities or cancellation or

deemed cancellation of interest on the Securities shall give rise to a default for purposes of the applicable provisions of the U.S.
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act");

S-1
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· that, to the extent permitted by the Trust Indenture Act, such holder or beneficial owner waives any and all claims against the
trustee for, agrees not to initiate a suit against the trustee in respect of, and agrees that the trustee shall not be liable for, any action

that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-In Power by the
relevant resolution authority with respect to the Securities;

· that, upon the exercise of any Dutch Bail-In Power by the relevant resolution authority, (i) the trustee shall not be required to take
any further directions from holders or beneficial owners of the Securities under the Indenture and (ii) the Indenture shall impose no
duties upon the trustee whatsoever with respect to the exercise of any Dutch Bail-In Power by the relevant resolution authority.

Notwithstanding the foregoing, if, following the completion of the exercise of the Dutch Bail-In Power by the relevant resolution
authority, the Securities remain outstanding, then the trustee's duties under the Indenture shall remain applicable with respect to
the Securities following such completion to the extent that the Issuer and the trustee shall agree; and

· that such holder or beneficial owner (i) consents to the exercise of any Dutch Bail-In Power as it may be imposed without any
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424(b)5
prior notice by the relevant resolution authority of its decision to exercise such power with respect to the Securities and
(ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such

Securities to take any and all necessary action, if required, to implement (x) the Conversion and (y) the exercise of any Dutch Bail-
In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such holder or
such beneficial owner.
In addition, the exercise of any Dutch Bail-In Power may require interests in the Securities and/or other actions implementing any Dutch Bail-In
Power to be held or taken, as the case may be, through clearing systems, intermediaries or persons other than DTC.
Additional Agreements
By acquiring any Securities, each holder and beneficial owner of a Security or any interest therein, including any person acquiring any
such Security or interest therein after the date hereof, acknowledges and agrees to all of the terms and conditions of the Securities and, without
limitation, acknowledges and agrees, with and for the benefit of the Issuer and the trustee, as follows:
Conversion Upon Trigger Event
Such holder or beneficial owner consents to the Conversion of its Securities following a Trigger Event and consents to the appointment
of the Conversion Shares Depository and the issuance of the Conversion Shares to the Conversion Shares Depository, all of which may occur
without any further action on the part of such holder or beneficial owner or the trustee. To the extent the Securities are held in the form of global
securities, such holder or beneficial owner authorizes, directs and requests DTC, any direct participant therein and any other intermediary through
which it holds such Securities to take any and all necessary action, if required, to implement the Conversion without any further action or direction
on the part of such holder or beneficial owner or the trustee. The conversion provisions of the Securities are described in more detail under
"Description of the Securities -- Conversion Upon Trigger Event."

S-2
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Interest Cancellation
Such holder or beneficial owner acknowledges and agrees that (a) interest is payable solely at the discretion of the Issuer, and no amount
of interest shall become due and payable in respect of the relevant Interest Payment Date or related Interest Period or redemption date to the extent
that it has been cancelled or deemed cancelled (in whole or in part) by the Issuer in its sole discretion and/or as a result of (i) the Issuer having
insufficient Distributable Items, or (ii) the relevant interest payment's causing the Maximum Distributable Amount to be exceeded; and (b) a
cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture shall not constitute a
default in payment or otherwise under the terms of the Securities. The interest cancellation provisions are described in more detail under
"Description of the Securities -- Interest Cancellation."
Waiver of Claims
Such holder or beneficial owner unconditionally and irrevocably agrees to each and every provision of the Indenture and the Securities
and waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the trustee arising out
of its acceptance of its trusteeship for the Securities, including, without limitation, claims related to or arising out of or in connection with a
Trigger Event and/or any Conversion.
Successors and Assigns
Such holder or beneficial owner acknowledges and agrees that all authority conferred or agreed to be conferred by any holder and
beneficial owner pursuant to the provisions described above shall be binding upon the successors, assigns, heirs, executors, administrators, trustees
in bankruptcy and legal representatives of each holder and beneficial owner of a Security or any interest therein.

S-3
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424(b)5
MARKETING RESTRICTIONS
The Securities described in this prospectus supplement are complex financial instruments and are not a suitable or appropriate
investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with
respect to the offer or sale of securities such as the Securities to retail investors.
In particular, in August 2014, the UK Financial Conduct Authority (the "FCA") published the Temporary Marketing
Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time, the "TMR") which took effect
on October 1, 2014. Under the rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules") certain contingent
write-down or convertible securities, such as the Securities, must not be sold to retail clients in the EEA, and nothing may be done that
would or might result in the buying of such securities or the holding of a beneficial interest in such securities by a retail client in the EEA
(in each case within the meaning of the TMR Rules), other than in accordance with the limited exemptions set out in the TMR Rules.
Certain of the underwriters (or their affiliates) are subject to, and required to comply with, the TMR Rules. By purchasing, or
making or accepting an offer to purchase any Securities from the Issuer and/or the underwriters, you represent, warrant, agree with and
undertake to the Issuer and each of the underwriters that (1) you are not a retail client in the EEA (as defined in the TMR Rules),
(2) whether or not you are subject to the TMR Rules, you will not sell or offer the Securities to retail clients in the EEA or do anything
(including the distribution of this document) that would or might result in the buying of the Securities or the holding of a beneficial
interest in the Securities by a retail client in the EEA (in each case within the meaning of the TMR Rules), other than (i) in relation to any
sale or offer to sell the Securities to a retail client in or resident in the United Kingdom, in any other circumstances that do not and will
not give rise to a contravention of the TMR Rules by any person and/or (ii) in relation to any sale or offer to sell the Securities to a retail
client in any EEA member state other than the United Kingdom, where (a) you have conducted an assessment and concluded that the
relevant retail client understands the risks of an investment in the Securities and is able to bear the potential losses involved in an
investment in the Securities and (b) you have at all times acted in relation to such sale or offer in compliance with the Markets in Financial
Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to you or, to the extent MiFID does not apply to you in a manner
which would be in compliance with MiFID if it were to apply to you; and (3) you will at all times comply with all applicable local laws,
regulations and regulatory guidance (whether inside or outside the EEA) relating to sales of instruments such as the Securities, including
any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the
Securities 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 Securities from the Issuer and/or the underwriters the foregoing representations, warranties, agreements and undertakings
will be given by and be binding upon both the agent and its underlying client.
For the avoidance of doubt, the restrictions described above do not affect the distribution of the Securities in jurisdictions
outside of the EEA, including in the United States, provided that any distribution complies with the TMR Rules.
This prospectus supplement has been prepared on the basis that any offer of the Securities in any member state of the EEA
which has implemented Directive 2003/71/EC, as amended (including by Directive 2010/73/EU) (the "Prospectus Directive"), will be made
pursuant to an exemption under the Prospectus Directive, as implemented in that member state, from the requirement to publish a
prospectus for offers of Securities.
The Securities may only be offered in The Netherlands to qualified investors as defined in the Dutch Financial Markets
Supervision Act (Wet op het financieel toezicht).

S-4
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein may contain "forward-looking statements." These
statements are forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts. In particular, forward-looking statements include all statements that express
forecasts, expectations, plans, outlook and projections with respect to future matters, including trends in results of operations, margins, growth
rates, overall market trends, the impact of changes in interest or exchange rates, the availability or cost of financing to ING Groep N.V. and its
consolidated subsidiaries ("ING"), anticipated cost savings or synergies, expected investments, the completion of ING's strategic transactions and
restructuring programs, anticipated tax rates, expected cash payments, outcomes of litigation, anticipated deficit reductions in relation to pension
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424(b)5
schemes and general economic conditions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events
and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements, including factors that are outside ING's control.
These factors include, but are not limited to:


· changes in general economic conditions, in particular economic conditions in ING's core markets;


· changes in performance of financial markets, including developing markets;


· consequences of a potential (partial) break-up of the euro;


· the implementation of ING's restructuring plan to separate banking and insurance operations;

· changes in the availability of, and costs associated with, sources of liquidity such as interbank funding, as well as conditions in the

credit markets generally, including changes in borrower and counterparty creditworthiness;


· the frequency and severity of insured loss events;


· changes affecting mortality and morbidity levels and trends;


· changes affecting persistency levels;


· changes affecting interest rate levels;


· changes affecting currency exchange rates;


· changes in investor, customer and policyholder behavior;


· changes in general competitive factors;


· changes in laws and regulations;


· changes in the policies of governments and/or regulatory authorities;

S-5
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· conclusions with regard to purchase accounting assumptions and methodologies;

· changes in ownership that could affect the future availability to ING of net operating loss, net capital and built-in loss carry

forwards;


· changes in credit ratings; and


· ING's ability to achieve projected operational synergies or to successfully implement the Ambition 2017 program.
Any forward-looking statements made by or on behalf of ING speak only as of the date they are made, and ING assumes no obligation
to publicly update or revise any forward looking statements, whether as a result of new information or for any other reason. You should, however,
consult any additional disclosures that ING may make in any documents which it publishes and/or files with the U.S. Securities and Exchange
Commission ("SEC").
Additional risks and factors are identified in ING's filings with the SEC, including in the Issuer's Annual Report on Form 20-F for the
fiscal year ended December 31, 2014 (the "2014 Form 20-F"), which is available on the SEC's website at http://www.sec.gov.
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424(b)5
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they are
made and it should not be assumed that they have been revised or updated in the light of new information or future events. Except as required by
the GEM Irish Exchange, the SEC or applicable law, ING expressly disclaims any obligation or undertaking to release publicly any updates or
revisions to any forward-looking statements contained in this prospectus supplement or the documents incorporated by reference herein to reflect
any change in ING's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
The reader should, however, consult any additional disclosures that ING has made or may make in documents ING has filed or may file with the
SEC.

S-6
Table of Contents
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-202880) filed by the Issuer with the SEC under
the Securities Act. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and
regulations. You should review the information in and exhibits to the registration statement for further information on the Issuer and the securities
the Issuer is offering. Statements in this prospectus supplement concerning any document filed or to be filed by the Issuer as an exhibit to the
registration statement or that the Issuer has otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by
reference to these filings. You should review the complete document to evaluate these statements.
The SEC allows the Issuer to "incorporate by reference" much of the information filed by the Issuer with the SEC, which means that the
Issuer can disclose important information to you by referring you to those publicly available documents. The information incorporated by reference
in this prospectus supplement is an important part of this prospectus supplement. For information on the documents incorporated by reference in
this prospectus supplement and the accompanying prospectus by the Issuer, please refer to "Available Information" on page 4 of the accompanying
prospectus.
In addition to the documents listed in the accompanying prospectus and the documents incorporated by reference since the date of the
accompanying prospectus, the Issuer incorporates by reference in this prospectus supplement and the accompanying prospectus any future
documents the Issuer may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus
supplement until the offering contemplated in this prospectus supplement is completed. Reports on Form 6-K furnished by the Issuer to the SEC
after the date of this prospectus supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent that
the report expressly states that it is (or such portions are) incorporated by reference in this prospectus supplement.
The Issuer will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents referred to above
or in the accompanying prospectus which the Issuer has incorporated in this prospectus supplement by reference. You should direct your requests
to ING Groep N.V., Attention: Investor Relations, Bijlmerplein 888, 1102 MG Amsterdam, P.O. Box 1800, 1000 BV Amsterdam, The
Netherlands, telephone: +31-20-563-67-10.
Unless otherwise specified in this prospectus supplement, references to "ING Groep N.V." or the "Issuer," are to ING Groep N.V., the
holding company incorporated under the laws of The Netherlands, and not to its consolidated subsidiaries; references to "ING," "ING Group" or
the "Group" are to ING Groep N.V. and its consolidated subsidiaries; references to "ING Bank" are to ING Bank N.V., together with its
consolidated subsidiaries; and references to the "Trust" are to the Stichting ING Aandelen, an administrative trust that holds more than 99.9% of
the outstanding ordinary shares of the Issuer and issues bearer depositary receipts for such shares. "Voya" refers to Voya Financial, Inc., a U.S.
holding company which directly and indirectly holds the Issuer's former U.S. insurance business in which the Issuer has divested its entire interest
as of March 9, 2015, as further described in the 2014 Form 20-F. "NN Group" refers to NN Group N.V. (formerly ING Verzekeringen N.V.) and
its consolidated subsidiaries, which is publicly listed on Euronext Amsterdam and holds the Issuer's remaining insurance subsidiary; as of
March 20, 2015, the Issuer owned 54.6% of the share capital of NN Group, and is in the process of divesting its remaining interest in NN Group
before the end of 2016 in accordance with the Issuer's restructuring plan agreed with the European Commission, as further described in the 2014
Form 20-F. References to "DTC" shall include any successor clearing system. References to "ordinary shares" means ordinary shares in the
capital of the Issuer currently with a nominal value of 0.24 each. References to "" and "euro" shall be to the currency introduced at the start of
the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended, and
references to "$" and "U.S. dollars" shall be to the lawful currency for the time being of the United States.

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424(b)5
PRESENTATION OF FINANCIAL INFORMATION
ING prepares financial information in accordance with International Financial Reporting Standards ("IFRS") as issued by the
International Accounting Standards Board ("IFRS-IASB") for purposes of reporting with the SEC, including financial information contained in
this prospectus supplement and the 2014 Form 20-F. ING Group's accounting policies and its use of various options under IFRS-IASB are
described under "Principles of valuation and determination of results" beginning on page F-17 in the consolidated financial statements contained in
the 2014 Form 20-F incorporated herein by reference. In this document the IFRS-IASB is used to refer to IFRS-IASB as applied by ING Group.
ING also prepares financial information in accordance with IFRS as adopted by the European Union ("IFRS-EU"), including the
decisions ING made with regard to the options available under IFRS as adopted by the EU. For an explanation of the differences between IFRS-
IASB and IFRS-EU, see page 3 of the 2014 Form 20-F incorporated herein by reference. For a reconciliation between IFRS-EU and IFRS-IASB,
see Note 2.1 to the consolidated financial statements contained in the 2014 Form 20-F incorporated herein by reference.
Capital measures included in this prospectus supplement are based on IFRS-EU, as this is the primary accounting basis for statutory and
regulatory reporting used by ING Group.

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SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the
remainder of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should
base your investment decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference therein, as a whole.
Because this section is a summary, it does not describe every aspect of the Securities in detail. This summary is subject to, and
qualified by reference to, the section entitled "Description of the Securities." This Summary uses a number of terms defined elsewhere in this
prospectus supplement that are key to understanding the terms of the Securities. See the Index of Defined Terms on page S-102.

The Issuer
ING Groep N.V.

ING Groep N.V. is a holding company incorporated in 1991 under the laws of The
Netherlands, with its corporate seat and headquarters in Amsterdam, The Netherlands.

ING Group currently serves more than 32 million customers in over 40 countries,
offering banking services to meet a broad customer base. ING Groep N.V. is a listed
company and holds all shares of ING Bank N.V., which is not separately listed.

Securities Offered
$1,000,000,000 aggregate principal amount of 6.000% Perpetual Additional Tier 1
Contingent Convertible Capital Securities (the "6.000% Securities") and
$1,250,000,000 aggregate principal amount of 6.500% Perpetual Additional Tier 1
Contingent Convertible Capital Securities (the "6.500% Securities" and, together with
the 6.000% Securities, the "Securities").

The 6.000% Securities and 6.500% Securities are separate series (each a "series") of

Securities that have identical terms except for their initial interest rates, First Call Dates
and the margin above the Mid-Market Swap Rate, as described further below.

Currency
U.S. dollars

Issue Date
April 16, 2015 (the "Issue Date").

Perpetual Securities
The Securities are perpetual securities with no fixed maturity or redemption date.
Terms Specific to the 6.000% Securities
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424(b)5

Aggregate Principal Amount
$1,000,000,000

Interest Rate and Interest Payment Dates
Except as set forth under "-- Interest Payments Discretionary" and "-- Restriction on
Interest Payments" under "-- Terms Common to Each Series of Securities" below,
interest will be payable on April 16 and October 16 of each year, commencing on
October 16, 2015, at a


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rate per annum of 6.000%, from and including the Issue Date to but excluding April 16,
2020 (the "6.000% Securities First Call Date"). A payment made on that first Interest
Payment Date, if any, would be in respect of the period from (and including) the Issue
Date to (but excluding) October 16, 2015. The interest rate on the 6.000% Securities

will be reset on the 6.000% Securities First Call Date and each five-year anniversary
date thereof (each, a "6.000% Securities Reset Date") to but excluding the next
following 6.000% Securities Reset Date, to a rate per annum equal to the sum of the
Mid-Market Swap Rate on the second business day preceding the 6.000% Securities
Reset Date and 4.445%.

ISIN
US456837AE31

CUSIP
456837AE3

Common Code
121211289
Terms Specific to the 6.500% Securities

Aggregate Principal Amount
$1,250,000,000

Interest Rate and Interest Payment Dates
Except as set forth under "-- Interest Payments Discretionary" and "-- Restriction on
Interest Payments" under "-- Terms Common to Each Series of Securities" below,
interest will be payable on April 16 and October 16 of each year, commencing on
October 16, 2015, at a rate per annum of 6.500%, from and including the Issue Date to
but excluding April 16, 2025 (the "6.500% Securities First Call Date"). A payment
made on that first Interest Payment Date, if any, would be in respect of the period from
(and including) the Issue Date to (but excluding) October 16, 2015. The interest rate on
the Securities will be reset on the 6.500% Securities First Call Date and each five-year
anniversary date thereof (each, a "6.500% Securities Reset Date") to but excluding the
next following 6.500% Securities Reset Date, to a rate per annum equal to the sum of
the Mid-Market Swap Rate on the second business day preceding the 6.500% Securities
Reset Date and 4.446%.

Each of the 6.000% Securities First Call Date and the 6.500% Securities First Call Date
is referred to herein as the applicable "First Call Date." Each of the 6.000% Securities

Reset Dates and the 6.500% Securities Reset Date is referred to herein as the applicable
"Reset Date."

ISIN
US456837AF06

CUSIP
456837AF0

Common Code
121212161
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Document Outline