Obligation ING Group N.V. 4.625% ( USN4580HAA51 ) en USD

ING Group N.V.

100 % ▲

Pays-bas

USN4580HAA51 ( en USD )

4.625% par an ( paiement semestriel )

06/01/2026 - Obligation échue

Prospectus brochure de l'obligation ING Groep N.V USN4580HAA51 en USD 4.625%, échue

200 000 USD

1 250 000 000 USD

N4580HAA5

A- ( Qualité moyenne supérieure )

N/A

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 émise par ING Group N.V. ( Pays-bas ) , en USD, avec le code ISIN USN4580HAA51, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 06/01/2026
L'Obligation émise par ING Group N.V. ( Pays-bas ) , en USD, avec le code ISIN USN4580HAA51, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

OPERATIONAL INFORMATION DOCUMENT
This Operational Information Document relates to the Final Terms dated 9 November 2018 (the "Final
Terms") in respect of the issue by ING Groep N.V. of U.S.$1,250,000,000 4.625% Fixed Rate Senior Notes
due 6 January 2026 under the 55,000,000,000 Debt Issuance Programme (the "Notes").
Singapore
The Final Terms and accompanying base prospectus (together, the "Prospectus") have not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, the Prospectus and any other document or
material in connection with the offer or sale, or invitation for subscription or purchase, of any Notes may not be
circulated or distributed, nor may any Notes be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional
investor under Section 274 of the SFA, (ii) to a relevant person pursuant to Section 275(1), or any person pursuant
to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(a)
a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole
business of which is to hold investments and the entire share capital of which is owned by one or
more individuals, each of whom is an accredited investor; or
(b)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and
each beneficiary of the trust is an individual who is an accredited investor, then
"securities" or "securities-based derivatives contracts" (each term as defined in Section 2(1) of the SFA) of that
corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferrable for
six months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275
of the Securities and Futures Act except:
(i)
to an institutional investor under Section 274 of the SFA or to a relevant person defined in Section
275(2) of the Securities and Futures Act, or to any person arising from an offer referred to in Section
275(1A) or Section 276(4)(i)(B) of the Securities and Futures Act;
(ii)
where no consideration is or will be given for the transfer;
(iii) where the transfer is by operation of law; or
(iv)
as specified in Section 276(7) of the Securities and Futures Act.
Singapore Securities and Futures Act Product Classification
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the SFA, ING Groep
N.V. has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the
Notes are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04N12: Notice on
the Sale of Investment Products and MAS Notice FAAN16: Notice on Recommendations on Investment Products).

Final Terms dated 9 November 2018
ING Groep N.V.
Legal entity identifier (LEI): 549300NYKK9MWM7GGW15
Issue of U.S.$1,250,000,000 4.625% Fixed Rate Senior Notes due 6 January 2026
under the 55,000,000,000 Debt Issuance Programme
The Notes will not be registered under the Securities Act and may not be sold except (i) in accordance with
Rule 144A under the Securities Act, (ii) in an offshore transaction in accordance with Rule 903 or Rule 904 of
Regulation S under the Securities Act, (iii) pursuant to an effective registration statement under the Securities
Act or (iv) in any other transaction that does not require registration under the Securities Act.
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 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, 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 2002/92/EC ("IMD"), 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 Directive
2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information document required
by Regulation (EU) No 1286/2014 (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.
The Base 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 which has implemented the
Prospectus Directive, (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, 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 Member 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 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, 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
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 Base Prospectus dated 30 March 2018 as supplemented from time to
time, which constitutes a base prospectus for the purposes of Directive 2003/71/EC, as amended from time to
time (the "Prospectus Directive"). This document constitutes the Final Terms applicable to the issue of Notes
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described herein for the purposes of Article 5.4 of the Prospectus Directive (as implemented by the Dutch
Financial Supervision Act (Wet op het financieel toezicht) and its implementing regulations) and must be read
in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus
is available for viewing at the Issuer's website (www.ing.com/Investor-relations/Fixed-income-
information.htm) 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 Base Prospectus.
General Description of the Notes
1
Issuer:
ING Groep N.V.
2
(i) Series Number:
201
(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:
U.S. dollars (U.S.$)
4
Aggregate Nominal Amount:
(i) Tranche:
U.S.$1,250,000,000
(ii) Series:
U.S.$1,250,000,000
5
Issue Price:
99.744% of the Aggregate Nominal Amount
6
(i) Specified Denominations:
U.S.$200,000 and integral multiples of U.S.$1,000 in
excess thereof
(ii) Calculation Amount:
U.S.$1,000
7
(i) Issue Date:
15 November 2018 (T+4)
(ii) Interest Commencement Date:
Issue Date
8
Maturity Date:
6 January 2026
9
Interest Basis:
4.625% Fixed Rate
(further particulars specified 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 per cent. of their Aggregate
Nominal Amount.
11
Change of Interest Basis :
Not Applicable
12
Put/Call Options:
Loss Absorption Disqualification Call
(further particulars specified 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
(i) Rate of Interest:
4.625% per annum payable semi-annually in arrear
(ii) Interest Payment Date(s):
6 July and 6 January in each year, commencing on 6
July 2019, up to and including the Maturity Date.
There will be a long first coupon.
(iii) Fixed Coupon Amount(s):
U.S.$23.13 per Calculation Amount
(iv) Broken Amount(s):
U.S.$29.93 per Calculation Amount, in respect of the
long coupon payable on the Interest Payment Date
falling on 6 July 2019.
(v) Day Count Fraction:
30/360
(vi) Determination Dates:
Not Applicable
(vii) Business Day Convention:
Following Business Day convention (Unadjusted)
(viii)Interest Amount Adjustment:
Not Applicable
(ix) Additional Business Centre(s):
London
(x) Party responsible for calculating the Not Applicable
Interest Amount(s):
(xi) Other terms relating to the method of None
calculating interest for Fixed Rate Notes:
15
Floating Rate Note Provisions
Not Applicable
16
Zero Coupon Note Provisions
Not Applicable
Provisions relating to Redemption
17
Issuer Call
Not Applicable
18
Investor Put
Not Applicable
19
Regulatory Call
Not Applicable
20
Loss Absorption Disqualification Call
Applicable
(i) Optional Redemption Amount of each
U.S.$1,000 per Calculation Amount
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
U.S.$1,000 per Calculation Amount
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:
Registered Notes:
Reg. S Notes: Reg. S Global Note
Rule 144A Notes: Rule 144A Global Note
(Restricted Notes)
(ii) New Global Note:
No
24
Additional Financial Centre(s) or other
London
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 and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in these Final Terms is in accordance with the facts and does not omit anything likely
to affect the import of such information.
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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
Not Applicable
(ii) Estimate of total expenses related to Not Applicable
admission to trading:
2
Ratings
Ratings:
The Notes to be issued are expected to be rated:
Standard & Poor's: 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, estimated net proceeds and total expenses
Reasons for the offer:
The net proceeds of the Notes will be used exclusively to
finance and/or refinance Eligible Green Projects (as
defined below) meeting the Eligibility Criteria (as defined
below).
Pending the full allocation of the net proceeds of the
Notes to the Eligible Green Projects, the Issuer will hold
and/or invest the balance of net proceeds not yet allocated
to Eligible Green Projects within a separate account of its
treasury department, at its own discretion, in cash, cash
equivalent and/or other liquid marketable instruments in
its liquidity portfolio.
"Eligible Green Projects" include loans held by the
Issuer to finance and/or refinance sustainable projects
within the framework of the Issuer's Sustainable Finance
program (as further described at www.ing.com). The
Eligible Green Projects fall into the following categories:
(a)
Renewable
Energy:
financing
or
refinancing
for
the
production,
transmission, appliances, acquisition and
products of renewable energy; as well as
the connection of renewable energy
production units to the electricity grid and
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the transportation through the network;
(b)
Green Buildings: financing or refinancing
buildings which meet regional, national or
internationally recognised regulations,
standards or certifications:
(a)
Commercial real estate:
(i)
New or existing commercial
buildings with an Energy
Performance Certificate (EPC)
label "A" in The Netherlands
(ii)
New or existing commercial
buildings belonging to top 15%
low carbon buildings in the
region (f.e. Germany or
Belgium)
(iii) Refurbished
Commercial
buildings with an improved
energy efficiency of at least
30%
(iv)
New, existing or refurbished
commercial buildings which
received at least one or more of
the following classifications:
LEED "Gold" and above,
BREEAM "Excellent", HQE
"Excellent", DGNB "Gold"
and above, or equivalent or
higher level of certification
(b)
Residential real estate:
(i)
New or existing residential
buildings with an Energy
Performance Certificate (EPC)
label "A" in The Netherlands
(ii)
New or existing residential
buildings belonging to top 15%
low carbon buildings in the
region (f.e. Germany or
Belgium)
(iii) Refurbished
Residential
buildings with an improved
energy efficiency of at least
30%;
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(c)
Clean
Transportation: financing or
refinancing electric, hybrid, public, rail,
non-motorised, multi-modal transportation
and the infrastructure for clean
transportation;
(d)
Pollution prevention and control: financing
or refinancing reduction of air emissions,
greenhouse gas control, soil remediation,
waste prevention, waste reduction, waste
recycling and energy/emission-efficient
waste to energy;
(e)
Sustainable water management: financing
or refinancing sustainable infrastructure for
clean and/or drinking water, wastewater
treatment, sustainable urban drainage
systems and river training and other forms
of flooding mitigation;
"Eligibility Criteria" means the criteria prepared by ING
and reviewed by ISS-oekom. ISS-oekom has reviewed
the selected Eligible Green Projects and has issued a
second party opinion based on the Eligibility Criteria. The
second party opinion is available on the Issuer's website:
www.ing.com.
The Issuer is expected to issue a report after a year from
issuance, to be renewed annually until full allocation on
(i) the impact of the Eligible Green Projects, and (ii) the
allocation of the use of proceeds of the Notes to Eligible
Green Projects. ING may request on an annual basis,
starting one year after issuance and until maturity (or until
full allocation), a limited assurance report of the
allocation of the bond proceeds to eligible assets,
provided by its external auditor.
Any information contained in or accessible through any
website, including www.ing.com, does not form part of
the Final Terms and Base Prospectus, unless specifically
stated.
5
Yield (Fixed Rate Notes only)
Indication of yield:
4.666% per annum.
As set out above, the yield is calculated at the Issue Date
on the basis of the Issue Price. It is not an indication of
future yield.
6
Operational Information
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(iii) ISIN:
Reg S Notes: USN4580HAA51
Rule 144A Notes: US45685NAA46
(iv) CUSIP:
Reg S Notes: N4580HAA5
Rule 144A Notes: 45685NAA4
(v) Other relevant code:
Not Applicable
(vi) Any clearing system(s) other than
Not Applicable
Euroclear Bank SA/NV and
Clearstream Banking, S.A., Euroclear
Netherlands and the Depository Trust
Company and the relevant identification
number(s):
(vii) Swiss Securities Number:
Not Applicable
(viii)Delivery:
Delivery free of payment
(ix) Name and address of Swiss Paying
Not Applicable
Agent:
(x) Names and addresses of additional
Not Applicable
Paying Agent(s) (if any):
(xi) Name and address of Calculation
Not Applicable
Agent:
(xii) Intended to be held in a manner which
No
would allow Eurosystem eligibility:
Whilst the designation is set at "No", should the
Eurosystem eligibility criteria be amended in the future the
Notes may then be deposited with one of the International
Central Securities Depositories as Common Safekeeper.
Note that this does not necessarily mean that the Notes
will ever be recognised as eligible collateral for
Eurosystem monetary policy and intraday credit operations
by the Eurosystem at any time during their life. Such
recognition will depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
7
Distribution
(i) Method of distribution:
Syndicated
(ii) If syndicated, names of Managers:
Joint Bookrunners:
Credit Agricole Securities (USA) Inc.
Credit Suisse Securities (USA) LLC
ING Financial Markets LLC
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Skandinaviska Enskilda Banken AB (publ)
Standard Chartered Bank
Co-Lead Managers:
ABN AMRO Securities (USA) LLC
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