Bond ING Group 3.55% ( US456837AP87 ) in USD

Issuer ING Group
Market price 100 %  ▲ 
Country  Netherlands
ISIN code  US456837AP87 ( in USD )
Interest rate 3.55% per year ( payment 2 times a year)
Maturity 08/04/2024 - Bond has expired



Prospectus brochure of the bond ING Groep US456837AP87 in USD 3.55%, expired


Minimal amount 200 000 USD
Total amount 1 000 000 000 USD
Cusip 456837AP8
Standard & Poor's ( S&P ) rating A- ( Upper medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Detailed description ING Groep is a global financial institution offering banking, investments, and insurance services across various markets.

The Bond issued by ING Group ( Netherlands ) , in USD, with the ISIN code US456837AP87, pays a coupon of 3.55% per year.
The coupons are paid 2 times per year and the Bond maturity is 08/04/2024

The Bond issued by ING Group ( Netherlands ) , in USD, with the ISIN code US456837AP87, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by ING Group ( Netherlands ) , in USD, with the ISIN code US456837AP87, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Prospectus Supplement to Prospectus dated September 18, 2018
ING Groep N.V.
$1,000,000,000 3.550% Fixed Rate Senior Notes due 2024
$1,000,000,000 4.050% Fixed Rate Senior Notes due 2029
ING Groep N.V. (the "Issuer") is offering hereby $1,000,000,000 aggregate principal amount of 3.550% Fixed Rate Senior Notes due 2024 (the "2024
notes") and $1,000,000,000 aggregate principal amount of 4.050% Fixed Rate Senior Notes due 2029 (the "2029 notes" and, together with the 2024 notes, the "notes" ),
to be issued pursuant to the Senior Debt Securities Indenture dated as of March 29, 2017 between us and The Bank of New York, as trustee (the "trustee").
From (and including) the date of issuance, interest will accrue on the 2024 notes at a rate of 3.550% per annum and on the 2029 notes at a rate of 4.050% per
annum. We will pay interest on the notes semi-annually in arrear on April 9 and October 9 in each year, commencing on October 9, 2019. You will receive interest
payments on your notes only in cash.
The notes will be our unsecured and unsubordinated obligations, ranking pari passu without any preference among themselves and equally with all of our
other unsecured and unsubordinated obligations from time to time outstanding, save as otherwise provided by law.
We may, at our option, redeem the notes upon the occurrence of certain tax and regulatory events on the terms described in this prospectus supplement under
"Description of Notes -- Tax and Loss Absorption Disqualification Redemption." Any redemption or repurchase of the notes is subject to the provisions described under
"Description of Notes -- Condition to Redemption and Purchase."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbols "ING24" for the 2024 notes and "ING29" for the 2029 notes.
Trading of the notes on the New York Stock Exchange is expected to begin within 30 days after the initial delivery thereof.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-10 of this prospectus supplement, "Risks Relating to Our Debt Securities
and Capital Securities" beginning on page 7 of the accompanying prospectus and "Risk Factors" beginning on page 11 of our Annual Report on Form 20-F for the
year ended December 31, 2018 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 notes.
IMPORTANT -- PRIIPs REGULATION / 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, the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, 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.
Notwithstanding any other agreements, arrangements, or understandings between us and any holder of the notes, by acquiring the notes, each
holder and beneficial owner of the notes or any interest therein acknowledges, accepts, 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 notes and/or the
conversion of all, or a portion, of the principal amount of, or interest on, the notes 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 notes or any expropriation of the notes, in each case, to give effect to the exercise by the relevant
resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial
owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note 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. In addition, by
acquiring any notes, each holder and beneficial owner of a note 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 notes for a temporary period.
For these purposes, "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 the group comprising 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 (the "SRM Regulation")) and/or within the
context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto, 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 (whether at the point of non-viability or as taken together with a resolution action) 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).
By its acquisition of the notes, each holder of the notes, to the extent permitted by the U.S. Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act"), also 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 Dutch resolution authority with respect to such notes.
The notes 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.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the notes or
determined that this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Proceeds, before
Underwriting
expenses, to ING
Price to Public(1)
Compensation
Groep N.V.
Per 2024 note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.850%
0.275%
99.575%
Total 2024 notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$998,500,000
$2,750,000
$995,750,000
Per 2029 note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.967%
0.375%
99.592%
Total 2029 notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$999,670,000
$3,750,000
$995,920,000
(1) Plus accrued interest, if any, from April 9, 2019.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC") on or
about April 9, 2019. Beneficial interests in the notes 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 notes will be issued only in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
Joint Book-Running Managers
Citigroup
HSBC
ING
J.P. Morgan
RBC Capital Markets
UBS Investment Bank
Co-Lead Managers
BMO Capital
DBS Bank Ltd.
Lloyds Securities
Scotiabank
Markets
Prospectus Supplement dated April 2, 2019


TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-4
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-19
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-22
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-23
U.S. FEDERAL INCOME TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-29
DUTCH TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-30
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-31
VALIDITY OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-37
PROSPECTUS
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . .
5
ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
RISKS RELATING TO OUR DEBT SECURITIES AND CAPITAL SECURITIES . . . . . . . . . . . . . . . . . . .
7
DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
DESCRIPTION OF CAPITAL SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
DESCRIPTION OF ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
DESCRIPTION OF AMERICAN DEPOSITARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
BENEFIT PLAN INVESTOR CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
S-1


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
restructuring programs, developments in relation to capital, anticipated tax rates, expected cash payments,
outcomes of litigation and general economic conditions. These forward-looking statements are based on
management's current views and assumptions and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those in such statements. Actual results,
performance or events may differ materially from those expressed or implied in such statements due to, without
limitation:
S
changes in general economic conditions, in particular economic conditions in ING's core markets;
S
changes in performance of financial markets, including developing markets;
S
potential consequences of the United Kingdom leaving the European Union or a break-up of the
euro,
S
changes in the fiscal position and the future economic performance of the US including potential
consequences of a downgrade of the sovereign credit rating of the US government;
S
potential consequences of a European sovereign debt crisis;
S
changes in the availability of, and costs associated with, sources of liquidity such as interbank
funding;
S
changes in conditions in the credit and capital markets generally, including changes in borrower and
counterparty creditworthiness;
S
changes affecting interest rate levels;
S
inflation and deflation in our principal markets;
S
changes affecting currency exchange rates;
S
changes in investor and customer behavior;
S
changes in general competitive factors;
S
changes in or discontinuation of `benchmark' indices;
S
changes in laws and regulations and the interpretation and application thereof;
S
changes in compliance obligations including, but not limited to, those posed by the implementation
of DAC6;
S-2


S
geopolitical risks, political instability and policies and actions of governmental and regulatory
authorities;
S
changes in standards and interpretations under International Financial Reporting Standards (IFRS)
and the application thereof;
S
conclusions with regard to purchase accounting assumptions and methodologies, and other changes
in accounting assumptions and methodologies including changes in valuation of issued securities
and credit market exposure;
S
changes in ownership that could affect the future availability to us of net operating loss, net capital
and built-in loss carry forwards;
S
changes in credit ratings;
S
the outcome of current and future legal and regulatory proceedings;
S
operational risks, such as system disruptions or failures, breaches of security, cyber-attacks, human
error, changes in operational practices or inadequate controls including in respect of third parties
with which we do business;
S
risks and changes related to cybercrime including the effects of cyber-attacks and changes in
legislation and regulation related to cybersecurity and data privacy;
S
the inability to protect our intellectual property and infringement claims by third parties;
S
the inability to retain key personnel;
S
business, operational, regulatory, reputation and other risks in connection with climate change; and
S
ING's ability to achieve its strategy, including projected operational synergies and cost-saving
programs.
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 U.S. Securities and Exchange
Commission ("SEC") or applicable U.S. or other 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.
Additional risks and risk 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, 2018, filed on March 8, 2019 (the "2018
Form 20-F"), which is available on the SEC's website at http://www.sec.gov.
S-3


INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-227391) 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 particular, we refer you to, and incorporate by reference into this
prospectus supplement, the 2018 Form 20-F, which includes a discussion of our audited results of operations and
financial condition as of, and for the year ended, December 31, 2018 and our Current Reports on Form 6-K filed
with the SEC on March 11, 2019 (Film No. 19672142) and March 18, 2019 (Film No. 19686676).
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: +31-20-576-6396. The SEC maintains an internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
ING's electronic filings are available on the SEC's internet site under CIK ID 0001039765 (ING Groep N.V.)
and on our website at http://www.ing.com.
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. References to "DTC" shall include any successor clearing system. References to "$" and "U.S.
dollars" shall be to the lawful currency for the time being of the United States. References to "", "EUR" or
"euros" shall be to the currency introduced at the start of the third stage of the European Economic and Monetary
Union pursuant to the treaty establishing the European Community, as amended by the treaty on European
Union.
S-4


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 notes in detail. This summary
is subject to, and qualified by reference to, the section entitled "Description of Notes." Words and expressions
defined in "Description of Notes" below shall the same meanings in this summary.
The Issuer . . . . . . . . . . . . . . . . . . . . . . . . ING Groep N.V.
ING Groep N.V. is a holding company, which was 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 38 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 3.550% Fixed Rate
Senior Notes due 2024 (the "2024 notes") and $1,000,000,000
aggregate principal amount of 4.050% Fixed Rate Senior Notes due
2029 (the "2029 notes" and, together with the 2024 notes, the
"notes").
Currency . . . . . . . . . . . . . . . . . . . . . . . . U.S. dollars.
Issue Date . . . . . . . . . . . . . . . . . . . . . . . . April 9, 2019 (the "Issue Date").
Maturity Date . . . . . . . . . . . . . . . . . . . . We will repay each of the notes at 100% of their principal amount
plus accrued interest on the "Maturity Date" set forth in the table
below.
Title
Maturity Date
2024 notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 9, 2024
2029 notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 9, 2029
Interest Rate . . . . . . . . . . . . . . . . . . . . . . Each of the notes will bear interest at the rate per annum set forth in
the table below.
Title
Fixed Interest Rate
2024 notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3.550%
2029 notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.050%
Interest Payment Dates . . . . . . . . . . . . . Interest will be payable on April 9 and October 9 of each year,
commencing on October 9, 2019 and ending on the Maturity Date;
S-5


provided that if any Interest Payment Date (as defined below) would
fall on a day that is not a Business Day (as defined below), the
Interest Payment Date will be postponed to the next succeeding
Business Day, but interest on that payment will not accrue during the
period from and after the scheduled Interest Payment Date.
Regular Record Dates . . . . . . . . . . . . . . The Business Day immediately preceding each Interest Payment Date
(or, if the notes are held in definitive form, the 15th Business Day
preceding each Interest Payment Date).
Day Count . . . . . . . . . . . . . . . . . . . . . . . 30/360, Following, Unadjusted.
Payment of Principal . . . . . . . . . . . . . . . If the Maturity Date or the date of redemption or repayment would
fall on a day that is not a Business Day, the payment of interest and
principal and/or any amount payable upon redemption of the relevant
notes will be made on the next succeeding Business Day, but interest
on that payment will not accrue during the period from and after such
Maturity Date or date of redemption or repayment.
Ranking . . . . . . . . . . . . . . . . . . . . . . . . . The notes will be our unsecured and unsubordinated obligations,
ranking pari passu without any preference among themselves and
equally with all of our other unsecured and unsubordinated
obligations from time to time outstanding, save as otherwise provided
by law. In addition, see "Risk Factors -- The notes are obligations
only of ING Groep N.V. Claims against ING Groep N.V. are
structurally subordinated to the creditors of and other claimants
against its subsidiaries" herein.
Events of Default and Remedies . . . . . Holders of the notes will not be entitled to declare the principal
amount of the notes due and payable under any circumstance other
than in the event of our bankruptcy or, in certain circumstances,
liquidation. Holders' remedies for the Issuer's breach of any
obligations under the notes, including the Issuer's obligation to make
payments of principal and interest, are extremely limited. See
"Description of Notes -- Events of Default and Remedies" herein and
"Description of Debt Securities -- Events of Default and Remedies"
in the accompanying prospectus.
Tax and Loss Absorption
Disqualification Redemption . . . . . . The Issuer may redeem one or more series of the notes in whole, but
not in part, upon the occurrence of certain tax events or in the event of
changes in treatment of the notes for purposes of certain loss
absorption regulations. See "Description of Debt Securities --
Redemption and Repayment -- Optional Tax and Regulatory
Redemption" in the accompanying prospectus.
Conditions to Redemption and
Purchase . . . . . . . . . . . . . . . . . . . . . . . Any redemption or purchase of the notes is subject to the regulatory
consent described under "Description of Debt Securities --
Redemption and Repayment -- Condition to Redemption or
Repurchase" in the accompanying prospectus.
S-6


Subsequent Repurchase . . . . . . . . . . . . Subject to the provisions described under "Description of Debt
Securities -- Conditions to Redemption and Purchase" herein, the
Issuer or any member of the Group may, whether in the context or
market making or otherwise, purchase or otherwise acquire any of the
outstanding notes at any price in the open market or otherwise in
accordance with and subject to applicable law and regulations,
including the Capital Regulations applicable to the Group in force at
the relevant time.
Agreement with Respect to the
Exercise of Bail-In Power . . . . . . . . . No principal of, or interest on, the notes shall become due and
payable after the exercise of any Dutch Bail-in Power by the relevant
resolution authority except as permitted under the laws and
regulations of The Netherlands and the European Union applicable to
us.
By acquiring any notes, each holder and beneficial owner of a notes
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 notes and/or the
conversion of all, or a portion, of the principal amount of, or interest
on, the notes 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 notes or any expropriation of the notes, in each case, to
give effect to the exercise by the relevant resolution authority of such
Dutch Bail-in Power (whether at the point of non-viability or as taken
together with a resolution action). Each holder and beneficial owner
of a note or any interest therein further acknowledges and agrees that
the rights of the holders and beneficial owners of notes 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. In
addition, by acquiring any notes, each holder and beneficial owner of
a note 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
notes 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 us or other members of the Group, 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
the BRRD and Regulation (EU) No 806/2014 of the European
S-7


Parliament and of the Council (the "SRM Regulation")) and/or
within the context of a Dutch resolution regime under the Dutch
Intervention Act and any amendments thereto, 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 (whether at the point of
non-viability or as taken together with a resolution action) 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).
Under the terms of the notes, the exercise of the Dutch Bail-in Power
by the relevant resolution authority with respect to the relevant notes
will not be an event of default.
Waiver of Right of Set-off . . . . . . . . . . . Subject to applicable law, neither any holder or beneficial owner of
notes nor the trustee acting on behalf of the holders and beneficial
owners of notes 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 notes
or the Indenture and each holder and beneficial owner of notes, by
virtue of its holding of any notes or any interest therein, and the
trustee acting on behalf of the holders and beneficial owners of notes,
shall be deemed to have waived all such rights of set-off,
compensation or retention. See "Description of Notes -- Waiver of
Right of Set-off."
Form and Delivery . . . . . . . . . . . . . . . . The notes will be issued only in registered form in minimum
denominations of $200,000 and in integral multiples of $1,000 in
excess thereof. The notes will be represented by one or more global
securities registered in the name of a nominee of DTC. You may only
hold beneficial interests in the notes through DTC and its direct and
indirect participants, including Euroclear SA/NV ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream Banking")
and DTC and its direct and indirect participants will record your
beneficial interest on their books. The Issuer will not issue notes in
definitive form except as described in the accompanying prospectus.
Settlement of the notes will occur through DTC in same day funds.
For information on DTC's book-entry system, see "Description of
Debt Securities -- Form, Exchange and Transfer of Debt Securities"
and "Clearance and Settlement" in the accompanying prospectus.
Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . Application has been made to list the notes on the New York Stock
Exchange.
Trustee and Principal Paying Agent . . The Bank of New York Mellon, London Branch, One Canada Square,
London E14 5AL, United Kingdom (the "trustee"), will act as the
trustee and initial principal paying agent for the notes.
Use of Proceeds . . . . . . . . . . . . . . . . . . . The Issuer intends to use the net proceeds of the offering of the notes
for its general corporate purposes.
S-8


Governing Law . . . . . . . . . . . . . . . . . . . The Indenture and the notes will be governed by, and construed in
accordance with, the laws of the State of New York, except for the
waiver of set-off provisions, which will be governed by Dutch law.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . Investing in the notes offered under this prospectus supplement
involves risk. For a discussion of certain risks that should be
considered in connection with an investment in the notes, see "Risk
Factors" beginning on page S-10 of this prospectus supplement,
"Risks Relating to Our Debt Securities and Capital Securities"
beginning on page 7 of the accompanying prospectus and "Risk
Factors" beginning on page 11 of the 2018 Form 20-F.
Business Day . . . . . . . . . . . . . . . . . . . . . Any weekday, other than one on which banking institutions are
authorized or obligated by law or executive order to close in London,
England, Amsterdam, the Netherlands or in the City of New York,
United States.
Conflict of Interest . . . . . . . . . . . . . . . . ING Financial Markets LLC, an affiliate of the Issuer, is a Financial
Industry Regulatory Authority ("FINRA") member and an
underwriter in this offering and has a "conflict of interest" within the
meaning of FINRA Rule 5121. Accordingly, this offering will be
made in compliance with the applicable provisions of FINRA Rule
5121. ING Financial Markets LLC is not permitted to sell the notes in
this offering to an account over which it exercises discretionary
authority without the prior specific written approval of the account
holder.
Timing and Delivery . . . . . . . . . . . . . . . We currently expect delivery of the notes to occur on April 9, 2019.
Further Issues . . . . . . . . . . . . . . . . . . . . We may, without the consent of the holders of the relevant notes,
issue additional notes having the same ranking and same interest rate,
Maturity Date, redemption terms and other terms as the notes
described in this prospectus supplement except for the price to the
public and issue date, provided that any such additional notes are
fungible with the notes described in this prospectus supplement for
U.S. federal income tax purposes. Any such additional notes, together
with the notes offered by this prospectus supplement, will constitute a
single series of such notes under the Indenture relating to the notes.
There is no limitation on the amount of notes or other debt securities
that we may issue under the Indenture.
ISIN . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 notes
2029 notes
US456837AP87
US456837AQ60
CUSIP . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 notes
2029 notes
456837AP8
456837AQ6
Common Code . . . . . . . . . . . . . . . . . . . .
2024 notes
2029 notes
198008036
198008052
S-9