Obligation ING Group N.V. 0.63% ( NL0000113587 ) en EUR

ING Group N.V.

100 % ▲

Pays-Bas

NL0000113587 ( en EUR )

0.63% par an ( paiement trimestriel )

Perpétuelle

Prospectus brochure de l'obligation ING Groep N.V NL0000113587 en EUR 0.63%, échéance Perpétuelle

100 EUR

431 755 500 EUR

30/09/2025 ( Dans 74 jours )

ING Groep N.V. est une institution financière mondiale offrant des services bancaires de détail, de gros et d'investissement à des particuliers et des entreprises dans le monde entier.

L'obligation perpétuelle ING Groep N.V. (ISIN : NL0000113587), émise aux Pays-Bas en EUR, affiche actuellement un prix de marché de 100%, offre un taux d'intérêt de 0,63% avec des paiements semestriels (fréquence 4), pour une émission totale de 431 755 500 EUR et une taille minimale d'achat de 100.

ING Groep N.V.
(incorporated in the Netherlands with its statutory seat in Amsterdam)
Euro 750,000,000 ING Perpetual Securities II
Issue price: 100 per cent.
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning
as given to them in the Terms and Conditions.
The ING Perpetual Securities II are perpetual securities and have no fixed redemption date.
However, the ING Perpetual Securities II may be redeemed in whole but not in part at the option of the
Issuer, at their liquidation preference of 3 100 per ING Perpetual Security II together with any Outstanding
Payments on the Coupon Payment Date falling on 30 June 2013 or any Coupon Payment Date thereafter.
Prior redemption in case of tax events may apply, subject to Condition 7.
The ING Perpetual Securities II will bear a variable rate of interest on their outstanding principal
amount from (and including) the Issue Date and will be payable quarterly in arrear on 31 March, 30 June,
30 September, and 31 December of each year, subject to Condition 4 and 5. Payments (such term does not
include principal) may be deferred, as more fully described in Condition 4, but any Deferred Coupon
Payment will immediately become due if the Issuer makes payments on or purchases or redeems its Junior
Securities or Parity Securities. Investors will always receive cash but the moneys to satisfy such Deferred
Coupon Payments may only be raised by the issue of its Ordinary Shares, which, when sold, will provide the
cash amount due in respect of Deferred Coupon Payments.
The ING Perpetual Securities II constitute direct, unsecured and subordinated securities of the
Issuer as described in Condition 2.
This Offering Circular constitutes a prospectus for the purpose of the listing and issuing rules of
Euronext Amsterdam N.V. and Euronext Brussels S.A./N.V.Application has been made for the listing of the
ING Perpetual Securities II on the Official Segment of the Stock Market of Euronext Amsterdam N.V. and
Euronext Brussels S.A./N.V. It is anticipated that the ING Perpetual Securities II will be quoted as a
percentage of its principal amount of 3 100.
The ING Perpetual Securities II are expected to be assigned, on issue, a rating of `A-' by Standard &
Poor's Rating Services, a division of the McGraw-Hill Companies, Inc., and a rating of `A2' by Moody's
Investors Service, Inc. A credit rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the relevant rating organisation.
The ING Perpetual Securities II shall have denominations of 3 100 each. The ING Perpetual
Securities II will be represented by a global security (the `Global Security') in bearer form without interest
coupons, in the principal amount of 3 750,000,000. The Global Security will be deposited with Necigef and
purchase transactions will be cleared through Necigef participants including Euroclear and Clearstream.
The Global Security will not be exchangeable for definitive ING Perpetual Securities II in bearer form.
Lead Manager
ING Financial Markets
Co-lead managers
ABN AMRO
BNP PARIBAS
Rabobank International
The date of this Offering Circular is 17 June, 2003

TABLE OF CONTENTS
Page
IMPORTANT INFORMATION...................................................................................................................
3
INVESTMENT CONSIDERATIONS.........................................................................................................
5
SUMMARY .....................................................................................................................................................
7
TERMS AND CONDITIONS OF THE ING PERPETUAL SECURITIES II ......................................
11
ING GROEP N.V. ............................................................................................................................................
29
NETHERLANDS TAXATION ....................................................................................................................
40
SUBSCRIPTION AND SALE ......................................................................................................................
47
GENERAL INFORMATION.......................................................................................................................
49
2

IMPORTANT INFORMATION
Responsibility
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best
of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case)
the information contained in this Offering Circular is in accordance with the facts and does not omit
anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other than
those contained in this document in connection with the offering of the ING Perpetual Securities II and, if
given or made, such information or representations must not be relied upon as having been authorised by
the Issuer, the Trustee or the Managers (as defined under `Subscription and Sale' below). Neither the
delivery of this document nor any sale made hereunder shall, under any circumstances, constitute a
representation or create any implication that there has been no change in the affairs of the Issuer or the
Issuer and its subsidiaries (together `the Group') since the date hereof.This document does not constitute an
offer of, or an invitation by, or on behalf of, the Issuer, the Trustee or the Managers to subscribe for, or
purchase, any of the ING Perpetual Securities II.This document does not constitute an offer, and may not be
used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in
which such an offer or solicitation is not authorised or is unlawful.
Neither the Managers nor the Trustee have separately verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility
or liability is accepted by the Managers, the Trustee or any of them as to the accuracy or completeness of the
information contained in this Offering Circular or any other information provided by the Issuer in
connection with the ING Perpetual Securities II or their distribution.
Incorporation by Reference
The following documents shall be deemed to be incorporated in, and to form part of, this Prospectus:
(a) the annual reports and the annual accounts of the Issuer in respect of the financial years ended
31st December, 2001 and 31st December, 2002; and
(b) the Articles of Association (statuten) of the Issuer.
Offering and Selling Restrictions
This Offering Circular is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer or the Managers that any recipient of this
Offering Circular should purchase any of the ING Perpetual Securities II. Each investor contemplating
purchasing ING Perpetual Securities II should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
The ING Perpetual Securities II have not been and will not be registered under the United States
Securities Act of 1933, as amended, (the `Securities Act') and are subject to U.S. tax law requirements.
Subject to certain exceptions, the ING Perpetual Securities II may not be offered, sold or delivered within
the United States or to U.S. persons. For a further description of certain restrictions on the offering and sale
of the ING Perpetual Securities II and on distribution of this document, see `Subscription and Sale' below.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE ING PERPETUAL SECURITIES, ING
BANK N.V. MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILISE OR
MAINTAIN THE MARKET PRICE OF THE ING PERPETUAL SECURITIES II AT A LEVEL
WHICH MIGHT NOT OTHERWISE PREVAIL. SUCH STABILISING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME (BUT WILL IN ANY EVENT BE DISCONTINUED 30 DAYS
AFTER THE ISSUE DATE OF THE ING PERPETUAL SECURITIES II).
3

Miscellaneous
All references in this document to `euro', `euros' and `5' refer to the currency introduced at the start
of the third stage of European economic and monetary union pursuant to the Treaty establishing the
European Community (signed in Rome on 25th March, 1957) as amended by the Treaty on European Union
(signed in Maastricht on 7th February, 1992).
4

INVESTMENT CONSIDERATIONS
The following is a summary of certain aspects of the ING Perpetual Securities II of which prospective
investors should be aware. This summary is not intended to be exhaustive and prospective investors should
carefully consider this summary in conjunction with the other information contained in this document.
Deferral
The Issuer may elect to defer any Payment (such term does not include principal) on the
ING Perpetual Securities II for any period of time subject to suspension of payment on Junior Securities and
Parity Securities, as more particularly described in `Terms and Conditions of the ING Perpetual
Securities II 4. Deferrals'. Unless deferral is required as described under `Terms and Conditions of the
ING Perpetual Securities II 4. Deferrals (a) Required Deferral of Payments', any deferred payment will
bear interest at the Applicable Coupon Rate.
Perpetual securities
The Issuer is under no obligation to redeem the ING Perpetual Securities II at any time and the
Holders have no right to call for their redemption.
Redemption risk
Upon the occurrence of certain specified tax or regulatory events, or the Coupon Payment Date
falling on 30 June 2013 or any Coupon Payment Date thereafter, the ING Perpetual Securities II may be
redeemed at their principal amount together with any Outstanding Payments (as defined in `Terms and
Conditions of the ING Perpetual Securities II 20. Definitions'), subject as provided in `Terms and
Conditions of the ING Perpetual Securities II 7. Redemption and Purchases'.
No limitation on issuing debt
Save as provided in Terms and Conditions of the ING Perpetual Securities II 2. Status (b)(iii)
Senior Instruments, there is no restriction on the amount of debt which the Issuer may issue which ranks
senior to the ING Perpetual Securities II or on the amount of securities which the Issuer may issue which
ranks pari passu with the ING Perpetual Securities II.The issue of any such debt or securities may reduce the
amount recoverable by Holders on a winding-up of the Issuer or may increase the likelihood of a deferral of
Payments under the ING Perpetual Securities II.
Availability of shares
If the Issuer is to make a payment using the Alternative Coupon Satisfaction Mechanism and has an
insufficient number of Ordinary Shares available for issue, then the Issuer's payment obligation shall be
suspended to the extent of such insufficiency until such time as sufficient shares are available to satisfy all or
part of the suspended payment obligation, as more particularly described in `Terms and Conditions of the
ING Perpetual Securities II 6.Alternative Coupon Satisfaction Mechanism (d) Insufficiency'.
Market Disruption Event
If, following a decision by the Issuer to satisfy a payment using the Alternative Coupon Satisfaction
Mechanism, in the opinion of the Issuer a Market Disruption Event in respect of its Ordinary Shares exists,
the payment to Holders may be deferred until the cessation of such market disruption, as more particularly
described in `Terms and Conditions of the ING Perpetual Securities II 6.Alternative Coupon Satisfaction
Mechanism (e) Market Disruption'. Any such deferred payments shall bear interest at the Applicable
Coupon Rate if the Market Disruption Event continues for 14 days or more.
Restricted remedy for non-payment
The sole remedy against the Issuer available to the Trustee or any Holder for recovery of amounts
owing in respect of any Payment or principal in respect of the ING Perpetual Securities II will be the
institution of proceedings for the winding-up of the Issuer and/or proving in such winding-up.
Set-off
Subject to applicable law, no Holder may exercise or claim any right of set-off in respect of any
amount owed to it by the Issuer arising under or in connection with the ING Perpetual Securities II and each
5

Holder shall, by virtue of being the bearer of any ING Perpetual Security II, be deemed to have waived all
such rights of set-off.
Absence of prior public markets
The ING Perpetual Securities II constitute an issue of new securities by the Issuer. Prior to this issue,
there will have been no public market for the ING Perpetual Securities II. Although application has been
made for the ING Perpetual Securities II to be listed on the Official Segment of the Stock Market of
Euronext Amsterdam N.V. and Euronext Brussels S.A./N.V., there can be no assurance that an active public
market for the ING Perpetual Securities II will develop and, if such a market were to develop, the
Managers are under no obligation to maintain such a market. The liquidity and the market prices for the
ING Perpetual Securities II can be expected to vary with changes in market and economic conditions, the
financial condition and prospects of the Issuer and other factors that generally influence the market prices
of securities.
6

SUMMARY
The following summary refers to certain provisions of the Terms and Conditions of the ING Perpetual
Securities II and the Trust Deed and insofar as it refers to the Terms and Conditions of the ING Perpetual
Securities II is qualified by the more detailed information contained elsewhere in this document. Defined
terms used herein have the meaning given to them in `Terms and Conditions of the ING Perpetual
Securities II'.
Issuer
ING Groep N.V.
Trustee
Amsterdamsch Trustee's Kantoor B.V.
Issue Size
3 750,000,000
Issue Price
100 per cent.
Redemption
The ING Perpetual Securities II are perpetual securities and have no
maturity date. The ING Perpetual Securities II may be redeemed in whole
but not in part at the option of the Issuer, at their liquidation preference of
3 100 per ING Perpetual Security II together with any Outstanding
Payments on the Coupon Payment Date falling on 30 June 2013 or any
Coupon Payment Date thereafter.
Interest
The ING Perpetual Securities II will bear a variable rate of interest from
(and including) the Issue Date which will be payable on each Coupon
Payment Date (the `Coupon Rate').The Coupon Rate payable from time to
time in respect of the ING Perpetual Securities II will be determined on
each Interest Determination Date for the next succeeding Coupon Period
and shall be the linear interpolated effective yield calculated on the basis of
the opening prices on the relevant Interest determination Date for two
Dutch state loans with remaining terms most closely corresponding to 10
years (as from such Interest Determination Date) (the `Reference Loans')
recalculated to a quarterly based rate, plus 0.50%. The first Interest
Determination Date is two days before closing of the subscription period
and the first Coupon Period runs from and including the Issue Date to but
excluding 30 September 2003.
If on any Interest Determination Date no Reference Loans are available,
the Coupon Rate payable on the ING Perpetual Securities II will be
calculated on the basis of the interpolated effective yield on the relevant
Interest Determination Date of two such other European government
bonds as the Calculation Agent may, with the advice of three brokers of
and/or market makers in, European government bonds selected by the
Calculation Agent, determined to be appropriate for purposes of
determining such Coupon Rate (the `Substitute Reference Loans').
If on any Interest Determination Date neither Reference Loans nor
Substitute Reference Loans are available, the Coupon Rate payable on the
ING Perpetual Securities II will be calculated on the basis of the
interpolated effective yield on the relevant Interest Determination Date for
two loans which are as much as possible identical in terms of yield, nature,
remaining term and creditworthiness of the borrowers thereunder to the
Reference Loans (the `Comparable Bonds').
7

Coupon Payment Dates
Subject as described below, Coupon Payments will be payable quarterly in
arrear on 31 March, 30 June, 30 September and 31 December of each year
(each a `Coupon Payment Date') starting from (and including) 19 June 2003.
Subordination
The ING Perpetual Securities II constitute direct, unsecured and
subordinated securities of the Issuer. The rights and claims of the holders
under the ING Perpetual Securities II are subordinated to the claims of
Senior Creditors. No payment in respect of the ING Perpetual Securities II
shall be due and payable except to the extent that the Issuer is solvent and
could make such payment and still be solvent immediately thereafter.
Winding-up Claims
In the event of the winding-up of the Issuer, the Holders will be treated as if
they were the holders of the most senior class of preference shares
outstanding from time to time with a liquidation preference of 3 100 plus
Outstanding Payments and otherwise having an equal right to a return of the
assets of the Issuer in the winding-up to the holders of the ING Perpetual
Securities II. Such class would rank junior to the claims of Senior Creditors
and pari passu with Parity Securities.
Required Deferral of
If the Issuer determines, on the 20th Business Day prior to the date on which
Payments
any Payment (such term does not include principal) would, in the absence of
deferral in accordance with Condition 4 of the Terms and Conditions of the
ING Perpetual Securities II, be due and payable and to the extent that
payment of the relevant Payment will result in the Issuer being insolvent, the
Issuer must defer such Payment.
Such required deferred payment may be satisfied at any time by the Issuer
giving not less than 16 Business Days notice of such satisfaction. Unless the
Issuer elects to defer such Payment pursuant to its general right to defer
referred to below, such required deferred payment must be satisfied on the
Coupon Payment Date next following the 19th Business Day after the Issuer
determines that it will meet the solvency test referred to in `Terms and
Conditions of the ING Perpetual Securities II 2. Status (b)(i) Condition
of Payment by the Issuer'. No interest will accrue on required Deferred
Coupon Payments.
Optional Deferral of
The Issuer may elect to defer any Payment (such term does not include
Payments
principal) on the ING Perpetual Securities II for any period of time.
However if the Issuer makes this election, the deferred payment will bear
interest at the Applicable Coupon Rate for the full period of deferral.
Deferred and Future
Any Payment which has been deferred will become immediately due and
Interest Payments
payable if the Issuer makes payments on or purchases or redeems any Junior
Securities or Parity Securities. Furthermore any payment on Ordinary
Shares or any other Junior Securities will result in full mandatory payments
for the next four coupon periods assuming such payment to be for a full year.
Any payment on any Parity Securities will result in a proportional
mandatory payment for the relevant number of consecutive coupon periods
following the payment on such Parity Securities.
Alternative Coupon
Any Deferred Coupon Payment (with any interest accrued on such Coupon
Satisfaction Mechanism
Payment, as applicable) will be satisfied using the Alternative Coupon
Satisfaction Mechanism. Investors will always receive payments made in
respect of ING Perpetual Securities II in cash. However, the Issuer may elect
at any time to satisfy its obligation to make any Payment (other than a
payment of principal) to Holders by the issue of its Ordinary Shares in such
8

amount that, when the Ordinary Shares are sold, will provide enough cash
for the Issuer to make full payments on the ING Perpetual Securities II in
respect of the relevant Payment. The Calculation Agent will calculate in
advance the number of Ordinary Shares that must be issued to raise the full
amount of money due on the ING Perpetual Securities II on the Relevant
Date to the Holders.
Insufficiency
The Issuer is required to keep available for issue enough Ordinary Shares as
it reasonably considers would be required to satisfy from time to time the
next year's Coupon Payment or Payments using the Alternative Coupon
Satisfaction Mechanism.
Market Disruption Event
If, in the opinion of the Issuer, a Market Disruption Event in respect of its
shares exists on or after the 15th Business Day preceding any date upon
which the Issuer is due to satisfy a Payment using the Alternative Coupon
Satisfaction Mechanism, the payment to Holders may be deferred until the
Market Disruption Event no longer exists. Any such deferred payments
shall bear interest at the Coupon Rate if the Market Disruption Event
continues for 14 days or more.
Additional Amounts
The Issuer will pay additional amounts to Holders of the ING Perpetual
Securities II to gross up Payments upon the imposition of Dutch
withholding tax, subject to customary exceptions.
Redemption for
Upon the occurrence of certain changes in the treatment of the ING
Taxation Reasons
Perpetual Securities II for taxation purposes as described below, the Issuer
may redeem all but not some only of the ING Perpetual Securities II at their
principal amount together with any Outstanding Payments.
Redemption for
If at any time following the Issuer becoming subject to capital adequacy
Regulatory Reasons
regulations and securities of the nature of the ING Perpetual Securities II
cease to qualify as Tier 1 Capital (or instruments of a similar nature which
qualify as core capital) for the purposes of such capital adequacy
regulations, then the Issuer may (subject to the prior consent of the relevant
regulator) redeem all, but not some only, of the ING Perpetual Securities II
at their principal amount together with any Outstanding Payments.
Remedy for Non-Payment
The sole remedy against the Issuer available to the Trustee or any Holder of
ING Perpetual Securities II for recovery of amounts owing in respect of the
ING Perpetual Securities II will be the institution of proceedings for the
winding-up of the Issuer and/or proving in such winding-up.
Form
The ING Perpetual Securities II will be represented by a Global Security
in bearer form (the `Global Security'), without coupons, in the principal
amount of 3 750,000,000.The Global Security will be deposited with Necigef
(Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.). The
Global Security will not be exchangeable for definitive ING Perpetual
Securities II in bearer form.
Clearing Systems
Necigef, Clearstream and Euroclear.
Selling Restrictions
The offering and sale of the ING Perpetual Securities II are subject to all
applicable selling restrictions. See `Subscription and Sale' on page 47.
9

Listing
Application has been made to list the ING Perpetual Securities II on
the Official Segment of the Stock Market of Euronext Amsterdam N.V.
and Euronext Brussels S.A./N.V. It is anticipated that the ING Perpetual
Securities II will be quoted as a percentage of its principal amount of 3 100.
Ratings
The ING Perpetual Securities II are expected to be assigned, on issue, a
Rating of `A-' by Standard & Poor's Rating Services, a division of the
McGraw-Hill Companies, Inc. and a rating of `A2' by Moody's Investors
Service. A credit rating is not a recommendation to buy, sell or hold
securities and may be subject to revision, suspension or withdrawal at any
time by the relevant rating organisation.
Governing law
The ING Perpetual Securities II will be governed by, and construed in
accordance with the laws of the Netherlands.
10