Bond ING Group 0.25% ( XS2258452478 ) in EUR

ING Group

94.71 % ▲

Netherlands

XS2258452478 ( in EUR )

0.25% per year ( payment 1 time a year)

17/02/2029

Prospectus brochure of the bond ING Groep XS2258452478 en EUR 0.25%, maturity 17/02/2029

18/02/2026 ( In 65 days )

ING Groep is a global financial institution offering banking, investments, and insurance services across various markets.

The Bond issued by ING Group ( Netherlands ) , in EUR, with the ISIN code XS2258452478, pays a coupon of 0.25% per year.
The coupons are paid 1 time per year and the Bond maturity is 17/02/2029

Final Terms dated 13 November 2020
ING Groep N.V.
Legal entity identifier (LEI): 549300NYKK9MWM7GGW15
Issue of EUR 1,250,000,000 Fixed-to-Floating Rate Senior Notes due February 2029
under the 70,000,000,000 Debt Issuance Programme
MIFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional
clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA AND UK 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") or in the United Kingdom ("UK"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, "IDD"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii)
not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation").
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 or in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any
offer of Notes in any Member State of the European Economic Area and the United Kingdom (each, a "Relevant
State") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish
a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that
Relevant State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any
Dealer to publish a prospectus pursuant to Article 1 of the Prospectus Regulation or supplement a prospectus
pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer
nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other
circumstances.
Part A -- Contractual Terms
These Final Terms have been prepared for the purpose of Article 8 of Regulation (EU) 2017/1129, as amended,
and must be read in conjunction with the base prospectus consisting of separate documents (i.e. (i) the securities
note dated 27 March 2020 and its supplement(s) (if any) (the "Securities Note") and (ii) the registration
document of ING Groep N.V. (the "Issuer") dated 27 March 2020, and its supplement(s) (if any)) (the
"Registration Document" and together with the Securities Note, the "Prospectus")) pertaining to the
70,000,000,000 Debt Issuance Programme. Terms used herein shall be deemed to be defined as such for the
purposes of the Terms and Conditions of the Notes (the "Conditions") set forth in the Prospectus. Full
information on the Issuer and the offer of the Notes is only available on the basis of the combination of the
Prospectus, any supplements thereto and these Final Terms. The Prospectus and any supplements thereto are
available for viewing at the Issuer's website (www.ing.com/Investor-relations/Fixed-income-information.htm)
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and copies may be obtained from ING Groep N.V., c/o ING Bank N.V. at Foppingadreef 7, 1102 BD
Amsterdam, The Netherlands.
Prospective investors should carefully consider the section "Risk Factors" in the Prospectus.
General Description of the Notes
1
Issuer:
ING Groep N.V.
2
(i)
Series Number:
229

(ii) Tranche Number:
1

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

(i)
Tranche:
1,250,000,000

(ii) Series:
1,250,000,000
5
Issue Price:
99.185 % of the Aggregate Nominal Amount
6
(i)
Specified Denominations:
100,000

(ii) Calculation Amount:
Not Applicable

7
(i)
Issue Date:
17 November 2020

(ii) Interest Commencement Date:
Issue Date
8
Maturity Date:
Interest Payment Date falling in or nearest to
February 2029
9
Interest Basis:
0.250% Fixed Rate from (and including) the Issue
Date to (but excluding) the Optional Redemption
Date (further particulars specified in paragraph 14
below)
From (and including) the Optional Redemption
Date to (but excluding) the Maturity Date, 3 month
EURIBOR + 0.68% Floating Rate (further
particulars specified in paragraph 15 below)
10 Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100.00 per cent. of their
Aggregate Nominal Amount
11 Change of Interest Basis:
In accordance with paragraphs 14 and 15 below
12 Put/Call Options:
Issuer Call
(further particulars specified in paragraph 17
below)
13 (i) Status of the Notes:
Senior
(i)(a) Waiver of set-off and Status of the
Waiver of set-off (Condition 2) applicable
Senior Notes:
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Provisions relating to Interest (if any) payable
14 Fixed Rate Note Provisions
Applicable (in relation to the period from (and
including) the Issue Date to (but excluding) the
Optional Redemption Date)

(i)
Rate of Interest:
From (and including) the Issue Date up to (but
excluding) the Optional Redemption Date 0.250%
per annum payable annually in arrear

(ii) Interest Payment Date(s):
18 February in each year, commencing on 18
February 2021, up to and including the Optional
Redemption Date, adjusted in accordance with the
Business Day Convention specified in sub-
paragraph 14(vii)
There will be a short first fixed interest period in
respect of the period from (and including) the
Interest Commencement Date to (but excluding)
18 February 2021

(iii) Fixed Coupon Amount(s):
250 per Specified Denomination

(iv) Broken Amount(s):
80.73 per Specified Denomination, in respect of
the short coupon payable on the first Interest
Payment Date.

(v) Day Count Fraction:
Actual/Actual (ICMA)

(vi) Determination Dates:
18 February in each year

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

(viii) Interest Amount Adjustment:
Not Applicable

(ix) Additional Business Centre(s):
No Additional Business Centre(s)

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

(xi) Other terms relating to the method of None
calculating interest for Fixed Rate Notes:
15 Floating Rate Note Provisions
Applicable (in relation to the period from (and
including) the Optional Redemption Date to (but
excluding) the Maturity Date)

(i)
Specified Period(s)/Specified Interest The Specified Interest Payment Dates are 18 May
Payment Dates:
2028, 18 August 2028, 18 November 2028 and 18
February 2029, subject to adjustment in
accordance with the Business Day Convention
specified in 15(ii) below

(ii) Business Day Convention:
Modified Following Business Day Convention
(Adjusted)

(iii) Additional Business Centre(s):
No Additional Business Centre(s)
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(iv) Manner in which the Rate of Interest and Screen Rate Determination
Interest Amount(s) is/are to be
determined:

(v) Party responsible for calculating the Rate Agent
of Interest and Interest Amount(s):

(vi) Screen Rate Determination:
Applicable

- Reference Rate:
3 month EURIBOR

- Interest Determination Date(s):
Second Business Day prior to the start of each
Interest Period

- Relevant Screen Page:
Reuters page EURIBOR01

(vii) ISDA Determination:
Not Applicable

(viii) Margin(s):
+0.68% per annum

(ix) Minimum Rate of Interest:
Not Applicable

(x) Maximum Rate of Interest:
Not Applicable

(xi) Day Count Fraction:
Actual/360
16 Zero Coupon Note Provisions
Not Applicable
Provisions relating to Redemption
17 Issuer Call
Applicable

(i)
Optional Redemption Date(s):
18 February 2028

(ii) Optional Redemption Amount of each 100,000 per Specified Denomination
Note:

(iii) If redeemable in part:
Not Applicable

(iv) Notice period:
As per Conditions

18 Investor Put
Not Applicable
19 Regulatory Call
Not Applicable
20 Loss Absorption Disqualification Call
Applicable

(i)
Optional Redemption Amount of each 100,000 per Specified Denomination
Note:

(ii) Notice period:
As per Conditions

(iii) Full exclusion required or partial Partial exclusion sufficient
exclusion sufficient:
21 Final Redemption Amount of each Note:
100,000 per Specified Denomination
22 Early Redemption Amount

(i)
Early Redemption Amount of each Note Condition 6(f)(i) applies
payable on redemption for taxation
reasons or on event of default:

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

(i)
Form:
Bearer Notes:

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

(ii) New Global Note:
Yes
24 Additional Financial Centre(s) or other
Not Applicable
special provisions relating to Payment
Dates:
25 Talons for future Coupons to be attached to
No
Definitive Notes (and dates on which such

Talons mature):
26 Other final terms relating to SIS Notes:
Not Applicable
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the
knowledge of the Issuer the information contained in these Final Terms is in accordance with the facts and
makes no omission likely to affect their import.

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Signed on behalf of the Issuer:

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

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

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Part B -- Other Information
1
Listing and Trading
(i)
Listing and admission to trading:
Application has been made by the Issuer (or on its behalf)
for the Notes to be admitted to trading on Euronext
Amsterdam with effect from the Issue Date
(ii) Estimate of total expenses related to 6,325
admission to trading:

2
Ratings
Ratings:
The Notes to be issued are expected to be rated:
S&P: A-
Moody's: Baa1
Fitch: A+

3
Interests of Natural and Legal Persons involved in the Issue
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue of the
Notes has an interest material to the offer. The Managers and their affiliates have engaged, and may in the future
engage, in investment banking and/or commercial banking transactions with, and may perform other services
for, the Issuer and its affiliates in the ordinary course of business.
4
Reasons for the offer and estimated net proceeds
(i) Reasons for the offer:
The net proceeds from the issue of the Notes will be
applied by the Issuer for its general corporate purposes
(ii) Estimated net proceeds:
EUR 1,236,062,500

5
Operational Information
(i)
ISIN:
XS2258452478
(ii) Common Code:
225845247
(iii) CMU Instrument Number:
Not Applicable
(iv) Other relevant code:
Not Applicable
(v) Any clearing system(s) other than
Not Applicable
Euroclear Bank SA/NV and
Clearstream Banking, S.A., the CMU,
Euroclear Netherlands and the
Depository Trust Company and the
relevant identification number(s):
(vi) Swiss Securities Number:
Not Applicable
(vii) Delivery:
Delivery against payment
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(viii) Name and address of Swiss Paying
Not Applicable
Agent:
(ix) Names and addresses of additional
Not Applicable
Paying Agent(s) (if any):
(x) Name and address of Calculation
Not Applicable
Agent:
(xi) Intended to be held in a manner which
Yes
would allow Eurosystem eligibility:
Note that the designation "Yes" simply means that the
Notes are intended upon issue to be deposited with one of
the International Central Securities Depositories as
Common Safekeeper and does not necessarily mean that
the Notes will be recognised as eligible collateral for
Eurosystem monetary policy and intra day credit
operations by the Eurosystem either upon issue or at any
or all times during their life. Such recognition will depend
upon the ECB being satisfied that Eurosystem eligibility
criteria have been met

6
Distribution
(i)
Method of distribution:
Syndicated
(ii) If syndicated, names of Managers:
Joint Lead Managers:
Banco Santander, S.A.
Citigroup Global Markets Europe AG
Crédit Agricole Corporate and Investment Bank
Danske Bank A/S
ING Bank N.V.
J.P. Morgan Securities plc
Co-Lead Managers:
CaixaBank, S.A.
DekaBank Deutsche Girozentrale
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
KBC Bank NV
Scotiabank Europe plc
(iii) Stabilising Manager(s) (if any):
Not Applicable
(iv) If non-syndicated, name of Dealer:
Not Applicable
(v) Total commission and concession:
Not Applicable
(vi) U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D Rules
(vii) ERISA:
Not Applicable
(viii) Prohibition of Sales to EEA and UK
Applicable
Retail Investors:

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(ix) Prohibition of Sales to Belgian
Applicable
Consumers

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