Bond ING Groep 0% ( XS2167947964 ) in USD

Issuer ING Groep
Market price 100 %  ⇌ 
Country  Netherlands
ISIN code  XS2167947964 ( in USD )
Interest rate 0%
Maturity 04/05/2025 - Bond has expired



Prospectus brochure of the bond ING Bank XS2167947964 in USD 0%, expired


Minimal amount 1 000 000 USD
Total amount 30 000 000 USD
Detailed description ING Bank is a multinational banking and financial services corporation headquartered in Amsterdam, offering a wide range of banking products and services to individuals and businesses globally.

ING Bank issued a USD 30,000,000 bond (ISIN: XS2167947964), currently trading at 100%, with a 0% coupon rate, a minimum lot size of USD 1,000,000, semi-annual payments, and maturing on 04/05/2025.







Dated 22 March 2024

ING BANK N.V.
(A limited liability company (naamloze vennootschap) incorporated in The Netherlands with its statutory seat in
Amsterdam)

REGISTRATION DOCUMENT
This document constitutes a registration document, as supplemented from time to time (the "Registration
Document") for the purpose of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") in relation
to ING Bank N.V. (the "Issuer" or "ING Bank") and has been drawn up in accordance with Annex 6 of the
Commission Delegated Regulation (EU) 2019/980, as amended.
This Registration Document has been approved by the Netherlands Authority for the Financial Markets (the "AFM")
on 22 March 2024 in its capacity as competent authority pursuant to Article 20 of the Prospectus Regulation. Together
with any securities note for non-equity securities, as supplemented or replaced from time to time (each a "Securities
Note") of the Issuer, in each case, this Registration Document forms part of any prospectus of the Issuer consisting
of separate documents within the meaning of the Prospectus Regulation in respect of the relevant securities (this
Registration Document together with the respective Securities Note, in each case the "Prospectus"). The AFM only
approves this Registration Document as meeting the standards of completeness, comprehensibility and
consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement
of the Issuer that is the subject of this Registration Document.
Investors should have regard to the risk factors described under the section headed "Risk Factors" in this Registration
Document. This Registration Document does not describe all of the risks regarding the Issuer, but the Issuer believes
that all material and specific risks relating to it have been described.







TABLE OF CONTENTS
Page
TABLE OF CONTENTS ................................................................................................................................... 2
RISK FACTORS ................................................................................................................................................ 3
IMPORTANT NOTICES ..................................................................................................................................26
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................28
DESCRIPTION OF ING BANK N.V. ..............................................................................................................31
SELECTED FINANCIAL INFORMATION ....................................................................................................56
OPERATING AND FINANCIAL REVIEW AND PROSPECTS ....................................................................59
SELECTED STATISTICAL INFORMATION .................................................................................................79
GENERAL INFORMATION ............................................................................................................................90


2



RISK FACTORS
Any of the risks described below could have a material adverse effect on the business activities, financial
condition, results and prospects of ING as well as ING's reputation. The Issuer may face a number of the risks
described below simultaneously and, where a cross-reference to another risk is included, the risks described
below may be interdependent. While the risk factors below have been divided into categories, some risk factors
could belong in more than one category and investors should carefully consider all of the risk factors set out in
this section. Where a risk factor could belong in more than one category, such risk factor is included in the
category that is most appropriate for it. Additional risks of which the Issuer is not presently aware, or that are,
as at the date of this Registration Document, viewed as immaterial, could also affect the business operations of
ING and have a material adverse effect on ING's business activities, financial condition, results and prospects.
The market price of ING shares or other securities could decline due to any of those risks including the risks
described below, and investors could lose all or part of their investments.
Although the most material risk factors have been presented first within each category, the order in which the
remaining risk factors are presented is not necessarily an indication of the likelihood of the risks actually
materialising, of the potential significance of the risks or of the scope of any potential negative impact to the
Issuer's business, results, financial condition and prospects.
ING Group is a holding company whose principal asset is its investments in the capital stock of ING Bank, its
primary banking subsidiary. As a result, the risks applicable to ING Bank are substantially similar to those
impacting ING Group.
1
Risks related to financial conditions, market environment and general economic trends
ING's revenues and earnings are affected by the volatility and strength of the economic, business, liquidity,
funding and capital markets environments of the various geographic regions in which it conducts business,
as well as by changes in customer behaviour in these regions, and an adverse change in any one region
could have an impact on its business, results and financial condition.
Because ING is a multinational banking and financial services corporation, with a global presence and serving
40 million customers, corporate clients and financial institutions in 38 countries, ING's business, results and
financial condition may be significantly impacted by turmoil and volatility in the worldwide financial markets
or in the particular geographic areas in which the Issuer operates. In Retail Banking, ING's products include
savings, payments, investments, loans and mortgages. In Wholesale Banking, the Issuer provides specialised
lending, tailored corporate finance, debt and equity market solutions, payments & cash management, trade and
treasury services. Negative developments in relevant financial markets and/or countries or regions have in the
past had and may in the future have a material adverse impact on its business, results and financial condition,
including as a result of the potential consequences listed below.
Factors such as inflation or deflation, interest rates, securities prices, credit spreads, liquidity spreads, exchange
rates, consumer spending, changes in customer behaviour, climate change, business investment, real estate
values and private equity valuations, government spending, the volatility and strength of the capital markets,
political events and trends, supply chain disruptions, shortages, terrorism, pandemics and epidemics (such as
the recent Covid-19 pandemic) or other widespread health emergencies all impact the business and economic
environment and, ultimately, the Issuer's solvency, liquidity and the amount and profitability of business the
Issuer conducts in a specific geographic region.
Some of these risks are often experienced globally as well as in specific geographic regions. Please see the
interdependent risk factors `­Interest rate volatility and other interest rate changes may adversely affect the
Issuer's business, results and financial condition', `­Market conditions, including those observed over the past
few years, may increase the risk of loans being impaired and have a negative effect on the Issuer's results and
3



financial condition' and `­Continued risk of political instability and fiscal uncertainty in Europe and the United
States, as well as ongoing volatility in the financial markets and the economy generally have adversely affected,
and may continue to adversely affect, the Issuer's business, results and financial condition' for a further
description of how ING's business, results and financial condition may be materially impacted by these risks.
All of these are factors in local and regional economies as well as in the global economy, and the Issuer may be
affected by changes in any one of these factors in any one country or region, and more if more of these factors
occur simultaneously and/or in multiple countries or regions or on a global scale.
In case one or more of the factors mentioned above adversely affects the profitability of the Issuer's business,
this might also result, among other things, in the following:
·
inadequate reserves or provisions, in relation to which losses could ultimately be realised through profit
and loss and shareholders' equity;
·
the write-down of tax assets impacting net results and/or equity;
·
impairment expenses related to goodwill and other intangible assets, impacting net result and equity;
and/or
·
movements in risk-weighted assets for the determination of required capital.
In particular, the Issuer is exposed to financial, economic, market and political conditions in the Benelux
countries and Germany, from which it derives a significant portion of its revenues in both Retail Banking and
Wholesale Banking, and which could present risks of economic downturn. Though less material, the Issuer also
derives substantial revenues in the following geographic regions: United States, Türkiye, Poland and the
remainder of Eastern Europe, Southern Europe, East Asia (primarily Singapore among others) and Australia. In
an economic downturn affecting some or all of these jurisdictions, the Issuer expects that higher unemployment,
lower family income, lower corporate earnings, higher corporate and private debt defaults, lower business
investments and lower consumer spending would adversely affect the demand for banking products, and that
ING may need to increase its reserves and provisions, each of which may result in overall lower earnings.
Securities prices, real estate values and private equity valuations may also be adversely impacted, and any such
losses would be realised through profit and loss and shareholders' equity. The Issuer also offers a number of
financial products that expose it to risks associated with fluctuations in interest rates, securities prices, corporate
and private default rates, the value of real estate assets, exchange rates and credit spreads. Further, while the
Covid-19 pandemic and related response measures have eased, the effects of these measures (including
consequences for commercial real estate occupancies and valuations as a result of the increased prevalence of
work-from-home or hybrid working arrangements) are still being felt in the financial performance and stability
of certain of ING's business customers. As a result, their impact may continue to affect ING's business. ING
also has wholesale banking activities in both Russia and Ukraine, as well as investments in Russia, some of
which are denominated in local currency. In response to Russia's invasion of Ukraine, the international
community imposed various punitive measures, including sanctions, capital controls, restrictions on SWIFT
access and restrictions on central bank activity. These measures have significantly impacted, and may continue
to significantly impact, Russia's economy and have contributed to heightened instability in global markets and
increased inflation due in part to supply chain constraints, as well as higher energy and commodity prices.
Should prices remain elevated for an extended period, most businesses and households would be negatively
impacted, and ING's business in Russia and Ukraine, as well as its broader business, may be adversely affected,
including through spill-over risk to the entire wholesale banking portfolio (e.g. commodities financing, energy
and utilities and energy-consuming clients).
Environmental and/or climate risks may also directly and indirectly impact ING, for example through, among
other things, losses suffered as a result of extreme weather events, the impact of climate-related transition risk
4



on the risk and return profile or value of security or operations of certain categories of customer to which ING
has exposure. In addition, these risks may also increase ING's reputational and litigation risk if the economic
activity that ING supports is not in line with community expectations or ING's external commitments or legal
or regulatory requirements (this includes, but is not limited to, greenwashing risk). Please see the risk factor
"Risks related to the Group's business and operations ­ The Issuer may be unable to meet internal or external
aims or expectations with respect to ESG-related matters" for further information on how these risks may
adversely impact ING's business, financial condition and operating results.
For further information on ING's exposure to particular geographic areas, see Note 25 `Information on
geographical areas' in the 2023 Annual Report, which is incorporated by reference into this Registration
Document.
Inflation, interest rate volatility and other interest rate changes may adversely affect the Issuer's business,
results and financial condition.
Globally, inflation has increased significantly over the past two years and has remained elevated for a prolonged
period. In general, both inflation and deflation may influence consumers' spending habits, affecting the
economic activity and consequently ING's core revenue stream (e.g., in terms of overall financial health of
borrowers and loan demand, and collateral management, among other things). Furthermore, inflation and
deflation may have repercussions on interest rate spreads, and therefore on the profitability of traditional
banking activities. Overall, both inflation and deflation can pose significant challenges, impacting ING's ability
to generate revenue, manage risk, and maintain a stable financial position.
Further, the recent increase in inflation has resulted in an increase in market interest rates in many major
economies. Increased interest rates may impact ING's business by:
·
decreasing the estimated fair value of certain fixed income securities that ING holds in its investment
portfolios, resulting in:
o
reduced levels of unrealized capital gains available to ING, which could negatively impact its
solvency position and net income, and/or
o
a decrease in collateral values,
·
resulting in increased withdrawal of certain savings products, particularly those with fixed rates below
market rates,
·
requiring ING, as an issuer of securities, to pay higher interest rates on debt securities that it issues in the
financial markets from time to time to finance its operations, which would increase its interest expenses
and reduce its results,
·
resulting in further customer defaults as interest rate rises flow through into payment stress for lower
credit quality customers.
A significant and sustained increase in inflation has historically also been associated with decreased prices for
equity securities and sluggish performance of equity markets generally. A sustained decline in equity markets
may:
·
result in impairment charges to equity securities that ING holds in its investment portfolios and reduced
levels of unrealised capital gains available to it which would reduce its net income, and
·
lower the value of ING's equity investments impacting its capital position.
Central Banks (including the ECB, the US Federal Reserve and the RBA and RBNZ) have undertaken
successive raises in policy rates over the last two years, and have reiterated their commitments to keeping policy
5



rates sufficiently restrictive for as long as necessary, believing that maintaining the key interest rates at their
current levels over an extended period could significantly contribute to reducing inflation. As a result of these
measures, inflation decreased in 2023 from peak 2022 levels, and is expected to decrease further in 2024.
Despite the publicly stated approach of Central Banks, analysts foresee the ECB leading the rate-cutting cycle
in 2024 ahead of the Federal Reserve. A decrease in prevailing interest rates may lead to lower interest income
from loans and investments, reduced profitability of traditional banking activities, and potential declines in the
value of certain fixed income securities ING holds in its investment portfolio, as well as negatively affecting its
business in other ways, including leading to:
·
lower interest rates, which can compress the net interest income margins because of potential reduction
in the interest income earned from loans;
·
lower earnings over time on investments, as reinvestments will earn lower rates;
·
increased prepayment or redemption of mortgages and fixed maturity securities in ING's investment
portfolios, as well as increased prepayments of corporate loans. This as borrowers seek to borrow at
lower interest rates potentially combined with lower credit spreads. Consequently, the Issuer may be
required to reinvest the proceeds into assets at lower interest rates;
·
lower profitability as the result of a decrease in the spread between client rates earned on assets and
client rates paid on savings, current account and other liabilities;
·
higher costs for certain derivative instruments that may be used to hedge certain of the Issuer's product
risks;
·
lower profitability since the Issuer may not be able to fully track the decline in interest rates in its savings
rates;
·
lower profitability since the Issuer may not always be entitled to impose surcharges to customers to
compensate for the decline in interest rates;
·
lower profitability since the Issuer may have to pay a higher premium for the defined contribution
scheme in the Netherlands for which the premium paid is dependent on interest rate developments and
the Dutch Central Bank's ("DNB's") methodology for determining the ultimate forward rate;
·
lower interest rates may cause asset margins to decrease thereby lowering the Issuer's results. This may
for example be the consequence of increased competition for investments as result of the low rates,
thereby driving margins down; and/or
·
(depending on the position) a significant collateral posting requirement associated with the Issuer's
interest rate hedge programmes, which could materially and adversely affect liquidity and its
profitability.
In addition, given the volatility in inflation and related volatility in interest rates, a failure to accurately
anticipate inflation on an ongoing basis and factor it into ING's product pricing assumptions may result in
mispricing of ING's products, which could materially and adversely impact its results.
Each of the preceding risks, should they materialise, may adversely affect the Issuer's business, results and
financial condition.
The default of a major market participant could disrupt the markets and may have an adverse effect on the
Issuer's business, results and financial condition.
6



Within the financial services industry, the severe distress or default of any one institution (including sovereigns
and central counterparties ("CCPs")) could lead to defaults by, or the severe distress of, other market
participants. While prudential regulation may reduce the probability of a default by a major financial institution,
the actual occurrence of such a default could have a material adverse impact on ING. Such distress of, or default
by, a major financial institution could disrupt markets or clearance and settlement systems and lead to a chain
of defaults by other financial institutions, since the commercial and financial soundness of many financial
institutions may be closely related as a result of credit, trading, clearing or other relationships. Also, the
perceived lack of creditworthiness of a sovereign or a major financial institution (or a default by any such entity)
may lead to market-wide liquidity problems and losses or defaults by the Issuer or by other institutions. This
risk is also referred to as `systemic risk' and may adversely affect financial intermediaries, such as clearing
agencies, clearing houses, banks, securities firms and exchanges with whom the Issuer interacts on a daily basis
and financial instruments of sovereigns in which it invests. Systemic risk could impact ING directly, by
exposing it to material credit losses on transactions with defaulting counterparties or indirectly by significantly
reducing the available market liquidity on which ING and its lending customers depend to fund their operations
and/or leading to a write-down of loans or securities held by ING. In addition, ING may also be faced with
additional open market risk for which hedging or mitigation strategies may not be available or effective (either
by hedges eliminated by defaulting counterparties, or reduced market liquidity). Systemic risk could have a
material adverse effect on ING's ability to raise new funding and on ING's business, results and financial
condition. In addition, such distress or failure could impact future product sales as a potential result of reduced
confidence in the financial services industry.
Continued risk of political instability and fiscal uncertainty in Europe and the United States, as well as
ongoing volatility in the financial markets and the economy generally have adversely affected, and may
continue to adversely affect, the Issuer's business, results and financial condition.
The Issuer's global business and results are materially affected by conditions in the global capital markets and
the economy generally. In Europe, there are continuing concerns over weaker economic conditions, levels of
unemployment in certain countries, the availability and cost of credit, as well as credit spreads. In addition,
geopolitical issues, including trade tensions between the US and China, increasing protectionism between key
countries, and issues with respect to North Korea and the Middle East, including the ongoing conflict between
Israel and Hamas, may all contribute to adverse developments in the global capital markets and the economy
generally. In addition, Russia's invasion of Ukraine and related international response measures have had, and
are expected to continue to have, a negative impact on regional and global economic conditions, including
heightened instability in global markets and increased inflation due in part to supply chain constraints, as well
as higher energy and commodity prices. Should prices remain elevated for an extended period, most businesses
and households would be negatively impacted, and the Issuer's business in Russia and Ukraine, as well as its
broader business, may be adversely affected, including through spill-over risk to ING's entire wholesale
banking portfolio, in areas such as commodities financing, energy and utilities and energy-consuming clients.
Furthermore, the upcoming presidential election cycle in the United States has the potential to be disruptive to
the global economy as it may result in leadership changes in many federal administrative agencies and result in
a range of new policies, executive orders, rules, initiatives and other changes to United States fiscal, tax,
regulation, environmental, climate and other policies.
Moreover, there is a risk that an adverse credit event at one or more European sovereign debtors (including a
credit rating downgrade or a default) could trigger a broader economic downturn in Europe and elsewhere. In
addition, the confluence of these and other factors has resulted in volatile foreign exchange markets.
International equity markets have also continued to experience heightened volatility and turmoil, with issuers,
including the Issuer, that have exposure to the real estate, mortgage, private equity and credit markets
particularly affected. These events, market upheavals and continuing risks, including high levels of volatility,
7



have had and may continue to have an adverse effect on the Issuer's results, in part because it has a large
investment portfolio.
There is also continued uncertainty over the long-term outlook for the tax, spending and borrowing policies of
the US, the future economic performance of the US within the global economy and any potential future
budgetary restrictions in the US, with a potential impact on a future sovereign credit ratings downgrade of the
US government, including the rating of US Treasury securities. A downgrade of US Treasury securities could
also impact the ratings and perceived creditworthiness of instruments issued, insured or guaranteed by
institutions, agencies or instrumentalities directly linked to the US government. US Treasury securities and
other US government-linked securities are key assets on the balance sheets of many financial institutions and
are widely used as collateral by financial institutions to meet their day-to-day cash flows in the short-term debt
market. The impact of any further downgrades to the sovereign credit rating of the US government or a default
by the US government on its debt obligations would create broader financial turmoil and uncertainty, which
would weigh heavily on the global financial system and could consequently result in a significant adverse
impact to the Issuer's business and operations.
In many cases, the markets for investments and instruments have been and remain illiquid, and issues relating
to counterparty credit ratings and other factors have exacerbated pricing and valuation uncertainties. Valuation
of such investments and instruments is a complex process involving the consideration of market transactions,
pricing models, management judgement and other factors, and is also impacted by external factors, such as
underlying mortgage default rates, interest rates, rating agency actions and property valuations. Historically
these factors have resulted in, among other things, valuation and impairment issues in connection with the
Issuer's exposures to European sovereign debt and other investments.
Any of these general developments in global financial and political conditions could negatively impact to the
Group's business, results and financial condition in future periods.
Discontinuation of interest rate benchmarks may negatively affect the Issuer's business, results and financial
condition.
Changes to major interest rates benchmarks may negatively affect the Issuer's business, including the level of
net interest revenue. Financial markets have historically relied on Interbank Offered Rates ("IBORs")
benchmarks, such as the London Interbank Offered Rate ("LIBOR"), the Euro Over Night Index Average
("EONIA") and the Euro Interbank Offered Rate ("EURIBOR"). While some interest rate benchmarks have
been reformed and will continue to exist, such as EURIBOR, others such as EONIA and LIBOR have been, or
will be, replaced by recommended alternative rates. EONIA ceased to be published on 3 January 2022, and was
succeeded by STR. GBP, JPY, CHF and EUR LIBOR ceased in 2021/2022, and, more recently, USD LIBOR
ceased on 30 June 2023. Synthetic rates of certain GBP and USD LIBOR rates are available for a limited time
to facilitate the transition of remaining legacy transactions. 3-month synthetic GBP LIBOR will cease at the
end of March 2024 and 1-, 3- and 6-month synthetic USD LIBOR will be published until the end of September
2024.
In 2022 the Polish National Working Group published a roadmap indicating that the market should be prepared
for a cessation of, among others, the WIBOR reference rate. It is expected that the reform will be completed by
the end of 2027, with the offering of financial products using the new benchmark (WIRON) to progress
gradually in 2023 and 2024.
The discontinuation of WIBOR, CDOR and other local benchmarks in the future could result in a number of
risks for the Group, its customers, and the financial services industry more widely. These risks include legal
risks and costs in relation to changes required to documentation for existing transactions and for clients'
contracts. In addition to the heightened conduct and operational risks, the process of adopting new reference
8



rates may expose the Group to an increased level of financial risk, such as potential earnings volatility resulting
from contract modifications and changes in hedge accounting relationships.
ING continues to monitor market developments and reform plans for other rates to anticipate the impact on its
customers and any related risks.
Market conditions, including those observed over the past few years, may increase the risk of loans being
impaired and have a negative effect on the Issuer's results and financial condition.
The Issuer is exposed to the risk that its borrowers (including sovereigns) may not repay their loans according
to their contractual terms and that the collateral securing the payment of these loans may be insufficient. The
Issuer may see adverse changes in the credit quality of its borrowers and counterparties, for example, as a result
of their inability to refinance their indebtedness or in the case of a decline in financial performance, lack of
liquidity, downturns in the economy, financial markets or real estate values, financial distress among clients
because of the rising cost of living, operational failure, failure to sufficiently hedge interest rate changes or
other reasons. Adverse changes in the credit quality of the Issuer's borrowers and/or decreasing collateral values
would result in increased capital requirements and provisions, and any deterioration of market conditions may
lead to increasing delinquencies, defaults and insolvencies across a range of sectors. This may lead to
impairment charges on loans and other assets, higher costs and additions to loan loss provisions. A significant
increase in the size of the Issuer's provision for loan losses could have a material adverse effect on its business,
results and financial condition.
If the Issuer is significantly exposed to a concentrated set of customers or counterparties, an adverse event
affecting these parties could lead to increased losses for the Group, and adversely affect its business, results and
financial condition.
The Issuer may incur losses due to failures of banks falling under the scope of state compensation schemes.
While prudential regulation is intended to minimise the risk of bank failures, in the event such a failure occurs,
given the Issuer's size, the Issuer may incur significant compensation payments to be made under the Dutch
Deposit Guarantee Scheme (DGS), which it may be unable to recover from the bankrupt estate, and therefore
the consequences of any future failure of such a bank could be significant to ING. Such costs and the associated
costs to be borne by the Issuer may have a material adverse effect on its results and financial condition. On the
basis of the EU Directive on deposit guarantee schemes, ING pays quarterly risk-weighted contributions into a
DGS-fund. The DGS-fund is to grow to a target size of 0.8 percent of all deposits guaranteed under the DGS,
which is expected to be reached in July 2024. In case of failure of a Dutch bank, depositor compensation is paid
from the DGS-fund. If the available financial means of the fund are insufficient, Dutch banks, including ING,
may be required to pay extraordinary ex-post contributions not exceeding 0.5 percent of their covered deposits
per calendar year. In exceptional circumstances and with the consent of the competent authority, higher
contributions may be required. However, extraordinary ex-post contributions may be temporarily deferred if,
and for so long as, they would jeopardise the solvency or liquidity of a bank. Depending on the size of the failed
bank, the available financial means in the fund, and the required additional financial means, the impact of the
extraordinary ex-post contributions on ING may be material.
Since 2015, the EU has been discussing the introduction of a pan-European deposit guarantee scheme ("EDIS"),
which would (partly) replace or complement national compensation schemes. On 18 April 2023, the European
Commission published its proposals for the revision of the common framework for bank crisis management
and deposit insurance (CMDI) that focuses on small and medium-sized banks, but will affect all EU banks. The
CMDI framework consists of the Bank Recovery and Resolution Directive (BRRD), the Single Resolution
Mechanism Regulation (SRMR), and the Deposit Guarantee Schemes Directive (DGSD). The revision of the
CMDI framework is part of the debate on the completion of the Banking Union and in particular its third and
9



missing pillar EDIS. As at the date of this Registration Document, EDIS has not yet been adopted by the
European Commission.
2
Risks related to the regulation and supervision of the Group
Non-compliance with applicable laws and/or regulations, including with respect to financial economic
crimes, could result in fines and other liabilities, penalties or consequences for the Issuer, which could
materially affect the Issuer's business and reduce its profitability.
The Issuer has faced, and in the future may continue to face, consequences of non-compliance with applicable
laws and regulations, including the potential commencement of regulatory investigations or legal proceedings.
For additional information on legal proceedings, see `General Information - Litigation' section. There are
potential risks in areas where applicable regulations may be unclear; subject to multiple interpretations or under
development; where regulations may conflict with one another; or where regulators revise their previous
guidance or courts overturn previous rulings.These could result in the Issuer's failure to meet applicable
standards. Regulators and other authorities have the power to bring investigations and/or administrative or
judicial proceedings against the Issuer, which could result, among other things, in suspension or revocation of
its licences, cease and desist orders, fines, civil penalties, criminal penalties or other disciplinary action, which
could materially harm its results and financial condition as well as ING's reputation. If the Issuer fails to address,
or appears to fail to address, any of these matters appropriately, its reputation could be harmed and it could be
subject to additional legal risk, which could, in turn, increase the size and number of claims and damages
brought against the Issuer or subject it to enforcement actions, fines and penalties.
Furthermore, as a financial institution, the Issuer is exposed to the risk of unintentional involvement in criminal
activity in connection with financial economic crimes, including sanctions circumvention and money
laundering and the funding of terrorist and other criminal activities. The failure or perceived failure by the Issuer
to comply with legal and regulatory requirements with respect to financial economic crimes may result in
adverse publicity, claims and allegations, litigation and regulatory investigations and sanctions, which may have
a material adverse effect on the Issuer's business, results, financial condition and/or prospects in any given
period. For further discussion on the impact of litigation, enforcement proceedings, investigations or other
regulatory actions with respect to financial economic crimes, see "­ The Issuer may be subject to litigation,
enforcement proceedings, investigations or other regulatory actions, and adverse publicity" below.
Changes in laws and/or regulations governing financial services or financial institutions or the application
of such laws and/or regulations may increase the Issuer's operating costs and limit the Issuer's activities.
The Issuer is subject to detailed banking laws and financial regulations in the jurisdictions in which ING
conducts business. Regulation of the industries in which the Issuer operates has become more extensive and
complex, while also attracting supervisory scrutiny. Compliance with applicable and new laws and regulations
is resource-intensive, and may materially increase the Issuer's operating costs. Moreover, these regulations
intend to protect ING's customers, markets and society as a whole and can limit or redirect the Issuer's activities,
among others, through stricter net capital, market conduct and transparency requirements and restrictions on
the businesses in which ING can operate or invest.
The Issuer's revenues and profitability and those of its industry have been and will continue to be impacted by
requirements relating to capital, additional loss-absorbing capacity, leverage, minimum liquidity and long-term
funding levels, requirements related to resolution and recovery planning, derivatives clearing and margin rules
and levels of regulatory oversight, as well as limitations on which and, if permitted, how certain business
activities may be carried out by financial institutions.
The Issuer is subject to additional legal and regulatory risk in certain countries where ING operates with
less developed or predictable legal and regulatory frameworks.
10