Obligation ING Groep 7.5% ( XS0658963896 ) en USD

Société émettrice ING Groep
Prix sur le marché 100 %  ▼ 
Pays  Pays-bas
Code ISIN  XS0658963896 ( en USD )
Coupon 7.5% par an ( paiement annuel )
Echéance 31/07/2012 - Obligation échue



Prospectus brochure de l'obligation ING Bank XS0658963896 en USD 7.5%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée ING est une banque internationale offrant une large gamme de services financiers, notamment des services de banque de détail, de banque privée et de gestion d'actifs, opérant dans plusieurs pays à travers le monde.

L'Obligation émise par ING Groep ( Pays-bas ) , en USD, avec le code ISIN XS0658963896, paye un coupon de 7.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 31/07/2012








ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Groenbank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Bank N.V., Sydney Branch
(Australian Business Number 32 080 178 196)
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Bank (Australia) Limited
(Australian Business Number 24 000 893 292)
(Incorporated in Australia under the Corporations Act 2001 of Australia)
ING Bank of Canada
(A Schedule II bank incorporated under the Bank Act (Canada))
ING (US) Issuance LLC
(Organised under the laws of the State of Delaware)
ING Americas Issuance B.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
50,000,000,000
Global Issuance Programme
Under this Global Issuance Programme (the "Programme"), (i) ING Bank N.V. (the "Global Issuer", which expression shall include (a) any Substituted Debtor (as defined
in Condition 16 of the Terms and Conditions of the Medium Term Notes to be issued by ING Bank N.V. and ING Americas Issuance B.V. in Chapter 2, Part 1 or, as the
case may be, Condition 12 of the Terms and Conditions of the German Market Notes to be issued by ING Bank N.V. in Chapter 13, Part 1) and (b) any Substituted
Obligor (as defined in Condition 13 of the Terms and Conditions of the Warrants to be issued by ING Bank N.V. in Chapter 14, Part 1, or, as the case may be,
Condition 11 of the Terms and Conditions of the Certificates to be issued by ING Bank N.V. in Chapter 15, Part 1), "ING Bank" or the "Bank") may from time to time
issue notes (the "Notes" as more fully defined below) and warrants (including exercisable certificates) (the "Warrants" as more fully defined below) and may enter into
loans, deposit arrangements or other obligations (such loans, deposit arrangements and other obligations together, the "Obligations"), (ii) ING Groenbank N.V. ("ING
Groenbank", which expression shall include any Substituted Debtor (as defined in Condition 15 of the Terms and Conditions of the Medium Term Notes to be issued by
ING Groenbank N.V. in Chapter 16, Part 1)) may from time to time issue Notes which will have the benefit of a 403 declaration from ING Bank N.V. (see "Additional
Information on Issues by ING Groenbank"), (iii) ING Bank N.V., Sydney Branch ("ING Sydney Branch") may from time to time issue Notes and transferable deposits,
(iv) ING Bank (Australia) Limited ("ING Australia") may from time to time issue Notes and transferable deposits guaranteed by ING Bank N.V., (v) ING Bank of Canada
(the "Canadian Issuer") may from time to time issue Notes guaranteed by ING Bank N.V., (vi) ING (US) Issuance LLC (the "U.S. Issuer", which expression shall include
any Substituted Debtor (as defined in Condition 15 of the Terms and Conditions of the Guaranteed U.S. Notes to be issued by ING (US) Issuance LLC in Chapter 19, Part
1)) may from time to time issue Notes guaranteed by ING Bank N.V. and (vii) ING Americas Issuance B.V. (the "Americas Issuer", which expression shall include any
Substituted Debtor (as defined in Condition 15 of the Terms and Conditions of the Medium Term Notes to be issued by ING Bank N.V. and ING Americas Issuance B.V.
in Chapter 2, Part 1)) may from time to time issue Notes guaranteed by ING Bank N.V. (ING Bank N.V. in its capacity as guarantor under the Notes issued by ING
Australia, the Canadian Issuer, the U.S. Issuer and the Americas Issuer, the "Guarantor").
The Canadian Issuer will not offer Notes to the public within a member state ("Member State") of the European Economic Area ("EEA") or seek their admission to
trading on a regulated market situated or operating within such a Member State, in each case in circumstances which would require the approval of a prospectus under the
Prospectus Directive. In addition, the Notes have not been, and will not be, qualified for sale under a prospectus under the securities laws and regulations of any province
or territory of Canada. ING Sydney Branch and ING Australia (each an "Australian Issuer" and together the "Australian Issuers") will not offer transferable deposits to the
public within a Member State of the EEA or seek their admission to trading on a regulated market situated or operating within such a Member State, in each case in
circumstances which would require the approval of a prospectus under the Prospectus Directive. Terms used in the previous three sentences are as defined in the
Prospectus Directive. Each of ING Groenbank, ING Sydney Branch, ING Australia and the U.S. Issuer will only offer Notes with a denomination of at least 100,000 (or
its equivalent in any other currency at the date of issue of the Notes) and will only seek to admit such Notes to trading on a regulated market situated or operating within a
Member State of the EEA, in circumstances which would require the approval of a prospectus under the Prospectus Directive, upon approval by the Netherlands Authority
for the Financial Markets (the "AFM") of an updated base prospectus relating to it prepared in accordance with Article 5 of the Prospectus Directive. The Americas Issuer
will only offer Notes with a denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in Chapter 1 of this Base Prospectus.
This Base Prospectus should be read and construed in conjunction with the relevant Registration Document (as defined below) or, with respect to the Canadian
Issuer, the relevant supplementary prospectus, in connection with the issue of Notes and Warrants under the Programme.
Arranger
ING COMMERCIAL BANKING
BASE PROSPECTUS
Dated 31 March 2011


This Base Prospectus (the "Base Prospectus") replaces (i) the base prospectus relating to the Programme
dated 19 January 2011 and (ii) all supplements thereto published by the Issuers through the date hereof.
The Notes issued under the Programme by the Global Issuer shall include (i) medium term Notes ("Medium
Term Notes", which may be senior or subordinated), (ii) Notes whose return is linked to shares ("Share
Linked Notes"), indices ("Index Linked Notes"), funds ("Fund Linked Notes") or a managed portfolio of
assets ("Dynamic and Static Portfolio Notes"), (iii) credit linked Notes ("Credit Linked Notes"), (iv) inflation
linked Notes ("Inflation Linked Notes"), (v) Notes which are exchangeable for shares of third parties
("Exchangeable Notes"), (vi) Notes whose return is linked to commodities ("Commodity Linked Notes"),
(vii) Medium Term Notes, Share Linked Notes and Index Linked Notes issued under consolidated terms and
conditions intended specifically for the German retail market ("German Market Notes"), (viii) Notes whose
return is linked to commodity indices ("Commodity Index Linked Notes") and (ix) Notes whose return is
linked to shares and/or global depository receipts ("Participation Notes"). Such Notes may also constitute,
among others, fixed rate notes ("Fixed Rate Notes"), floating rate notes ("Floating Rate Notes"), dual
currency notes ("Dual Currency Notes") and zero coupon notes ("Zero Coupon Notes").
The Warrants other than in the form of Certificates issued under the Programme by the Global Issuer may be
of any kind, including (but not limited to) Warrants relating to indices, shares, debt instruments, currencies or
commodities. Any Obligations of the Global Issuer will be entered into pursuant to separate documentation
relating thereto.
The Warrants in the form of Certificates issued under the Programme by the Global Issuer shall include
Certificates relating to indices, shares, currencies, commodities, funds and government bonds.
The Notes issued under the Programme by ING Groenbank shall include senior Medium Term Notes.
The Notes issued under the Programme by the Australian Issuers shall include Medium Term Notes (which, if
targeted at the Australian domestic market, are referred to as "Australian Domestic Notes") and Australian
transferable deposits ("Australian Domestic Transferable Deposits", which will only be targeted at the
Australian domestic market). Australian Domestic Notes and Australian Domestic Transferable Deposits are
together referred to as "Australian Domestic Instruments". All of the Notes (including the Australian
Domestic Transferable Deposits) which the Australian Issuers may issue under the Programme are together
referred to as "Australian Notes".
The Notes issued under the Programme by the Canadian Issuer shall include guaranteed Medium Term Notes
("Guaranteed Canadian Notes", which may be senior (in which case they are referred to as "Guaranteed
Canadian Deposit Notes") or subordinated (in which case they are referred to as "Guaranteed Canadian
Subordinated Notes")).
The Notes issued under the Programme by the U.S. Issuer shall include guaranteed Medium Term Notes
("Guaranteed U.S. Notes").
The Notes issued under the Programme by the Americas Issuer shall include (i) guaranteed Medium Term
Notes, (ii) guaranteed Share Linked Notes, (iii) guaranteed Index Linked Notes and (iv) guaranteed Credit
Linked Notes (together, "Guaranteed Americas Notes").
Notes may be denominated in any currency determined by the relevant Issuer and the relevant Dealer (if any,
and as defined below). References herein to an "Issuer" are to the Global Issuer, ING Groenbank, each
Australian Issuer, the Canadian Issuer, the U.S. Issuer or the Americas Issuer, as the case may be, and
references herein to the "Issuers" are to the Global Issuer, ING Groenbank, the Australian Issuers, the
Canadian Issuer, the U.S. Issuer and the Americas Issuer together. References herein to "Notes" are to the
notes which may be issued by the Global Issuer, ING Groenbank, the Australian Issuers, the Canadian Issuer,
the U.S. Issuer and the Americas Issuer (including the Australian Domestic Transferable Deposits which may
be issued by the Australian Issuers) under the Programme. References herein to "Noteholders" are to holders
of Notes. For the avoidance of doubt, in this Base Prospectus, Notes stated to be issued by ING Sydney

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Branch will be issued by ING Sydney Branch in its capacity as a branch of ING Bank N.V. and an Australian
Issuer and not as the Global Issuer or ING Australia.
Warrants may be denominated in any currency determined by the Global Issuer. References herein to
"Warrants" are to the warrants (including, unless indicated otherwise, Certificates) which may be issued by
the Global Issuer under the Programme. References herein to "Certificates" are to Warrants in the form of
exercisable certificates which may be issued by the Global Issuer under the Programme. References herein to
"Warrantholders" are to holders of Warrants (including, unless indicated otherwise, Certificateholders (as
defined in the Terms and Conditions of the Certificates to be issued by ING Bank N.V. in Chapter 15, Part I)).
Subject as set out herein, the Notes will be subject to such minimum or maximum maturity as may be allowed
or required from time to time by the relevant central bank (or regulatory authority) or any laws or regulations
applicable to the relevant Issuer or the relevant Specified Currency (as defined herein). The maximum
aggregate nominal amount of all Notes and Obligations from time to time outstanding will not exceed
50,000,000,000 (or its equivalent in other currencies calculated as described herein). There is no limit on the
number of Warrants which may be issued under the Programme.
None of the Notes, the Warrants or the guarantees of the Guarantor in respect of the Australian Notes issued
by ING Australia, the Guaranteed Canadian Notes, the Guaranteed U.S. Notes and the Guaranteed Americas
Notes or the 403 declaration by ING Bank N.V. as it relates to issues of Notes by ING Groenbank will contain
any provision that would oblige the Issuers, the Guarantor or ING Bank N.V. (as provider of the 403
declaration) to gross-up any amounts payable thereunder in the event of any withholding or deduction for or
on account of taxes levied in any jurisdiction.
The Notes and Warrants will be issued on a continuing basis by the relevant Issuer to purchasers thereof,
which, in respect of the Notes, may include any Dealers appointed under the Programme from time to time,
which appointment may be for a specific issue or on an ongoing basis and which may include ING Bank N.V.
acting in its capacity as a Dealer and separate from that as an Issuer (each a "Dealer" and together the
"Dealers"). The Dealer or Dealers with whom the relevant Issuer agrees or proposes to agree on the issue of
any Notes is or are referred to as the "relevant Dealer" in respect of those Notes.
This Base Prospectus was approved in respect of its English language content by the Netherlands Authority
for the Financial Markets (the "AFM") for the purposes of the Prospectus Directive (Directive 2003/71/EC)
(the "Prospectus Directive") on 31 March 2011. The AFM has provided the competent authorities in each of
Austria, Belgium, Denmark, Finland, France, Germany, Italy, Luxembourg, Norway, Spain and Sweden with
a certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the
Prospectus Directive. Application has been made for the Notes and Warrants to be issued by the Global Issuer,
for the Notes to be issued by ING Groenbank (upon approval by the AFM of an updated base prospectus
relating to it prepared in accordance with Article 5 of the Prospectus Directive), for the Notes (other than
Australian Domestic Instruments) to be issued by an Australian Issuer (upon approval by the AFM of an
updated base prospectus relating to it prepared in accordance with Article 5 of the Prospectus Directive), for
the Notes to be issued by the U.S. Issuer (upon approval by the AFM of an updated base prospectus relating to
it prepared in accordance with Article 5 of the Prospectus Directive) and for the Notes to be issued by the
Americas Issuer under the Programme during the period of 12 months from the date of this Base Prospectus
(i) to be listed on NYSE Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V.
("Euronext Amsterdam"), (with respect to the Global Issuer, the Australian Issuers, the U.S. Issuer and the
Americas Issuer only) on the market of the Luxembourg Stock Exchange appearing on the list of regulated
markets issued by the European Commission, (with respect to the Global Issuer only) on the regulated market
of Euronext Paris S.A. ("Euronext Paris") and (with respect to the Global Issuer) on a regulated market of
Borsa Italiana S.p.A. (the "Italian Stock Exchange") (ii) (with respect to the Global Issuer and the Australian
Issuers) to be offered to the public in Austria, Belgium, Denmark, Finland, France, Germany, Italy,
Luxembourg, The Netherlands, Norway, Spain and Sweden and (iii) (with respect to ING Groenbank) to be
offered to the public in The Netherlands. Notes and Warrants issued by the Global Issuer and Notes issued by

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the Australian Issuers may be offered to the public in Switzerland. Notes and Warrants issued by the Global
Issuer and Notes issued by ING Groenbank, the Australian Issuers, the U.S. Issuer and the Americas Issuer
may be listed on such other or further stock exchange or stock exchanges as may be determined by the Global
Issuer, ING Groenbank, the Australian Issuers, the U.S. Issuer or the Americas Issuer (as the case may be),
and may be offered to the public in other jurisdictions also. The Global Issuer, ING Groenbank, the Australian
Issuers, the U.S. Issuer or the Americas Issuer may also issue unlisted and/or privately placed Notes and
Warrants. Each of ING Groenbank, ING Sydney Branch, ING Australia and the U.S. Issuer will only offer
Notes with a denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of
the Notes) and will only seek to admit such Notes to trading on a regulated market situated or operating
within a Member State of the EEA, in circumstances which would require the approval of a prospectus under
the Prospectus Directive, upon approval by the AFM of an updated base prospectus relating to it prepared in
accordance with Article 5 of the Prospectus Directive. The Americas Issuer will only offer Notes with a
denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes).
References in this Programme to Notes or Warrants being "listed" (and all related references) shall mean that
such Notes or Warrants have been admitted to trading and have been listed on Euronext Amsterdam and/or the
market of the Luxembourg Stock Exchange and/or such other or future stock exchange(s) which may be
agreed and which are specified in the applicable Final Terms.
At the date of this Base Prospectus none of ING Groenbank, ING Sydney Branch, ING Australia, the
Canadian Issuer nor the U.S. Issuer shall be considered to have prepared a prospectus in accordance with
Article 5 of the Prospectus Directive. Until such time as the AFM has approved an updated base prospectus
for any such Issuer in accordance with Article 5 of the Prospectus Directive, prospective investors should note
that Chapters 16, 17, 18 and 19 have not been reviewed by the AFM for the purposes of verifying the
information to be included in a prospectus pursuant to Article 7 of the Prospectus Directive.
The Global Issuer and ING Sydney Branch each have a senior debt rating from Standard & Poor's Credit
Market Services Europe Limited, ING Australia has a senior debt rating from Standard & Poor's (Australia)
Pty. Ltd. (together with Standard & Poor's Credit Market Services Europe Limited, "Standard & Poor's"), and
the Global Issuer and ING Sydney Branch have a senior debt rating from Moody's France SAS ("Moody's")
and a senior debt rating from Fitch Ratings Ltd. ("Fitch"), details of which are contained in the relevant
Registration Document. Standard & Poor's Credit Market Services Europe Limited, Moody's France SAS and
Fitch Ratings Ltd. are established in the European Union and have applied to be registered under the
Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on
credit rating agencies (the "CRA Regulation"), although the result of such applications has not yet been
determined. Standard & Poor's (Australia) Pty. Ltd. is not established in the European Union and is not
registered under the CRA Regulation.
Other Tranches of Notes and Warrants issued under the Programme may be rated or unrated. Where a Tranche
of Notes or Warrants is rated, such rating will not necessarily be the same as the ratings assigned to the
Programme. A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency.
The Issuers may decide to issue Notes or Warrants in a form not contemplated by the various terms and
conditions of the Notes or Warrants, as the case may be, herein. In any such case a supplement to this Base
Prospectus, if appropriate, will be made available which will describe the form of such Notes or Warrants.

4


Switzerland: The Notes issued by the Global Issuer and the Australian Issuers as well as the Warrants
issued by the Global Issuer being offered pursuant to this Base Prospectus do not represent units in
collective investment schemes. Accordingly, they have not been registered with the Swiss Federal
Market Supervisory Authority (the "FINMA") as foreign collective investment schemes, and are not
subject to the supervision of the FINMA. Investors cannot invoke the protection conferred under the
Swiss legislation applicable to collective investment schemes.
Chapter 1 of this Base Prospectus contains general information relating to the various types of Notes and
Warrants (including Certificates) that may be offered under the Programme. Such information should
always be read in conjunction with the relevant product Chapter(s) set out in Chapters 2 through 19.

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Table of Contents
CHAPTER 1..........................................................................................................................................................9
SUMMARY OF THE PROGRAMME ......................................................................................................9
RISK FACTORS......................................................................................................................................32
OVERVIEW.............................................................................................................................................55
DOCUMENTS INCORPORATED BY REFERENCE ...........................................................................82
NOMINAL AMOUNT OF THE PROGRAMME ...................................................................................86
FORM OF THE NOTES..........................................................................................................................87
DTC INFORMATION ­ REGISTERED NOTES ISSUED BY THE GLOBAL ISSUER, THE U.S.
ISSUER AND THE AMERICAS ISSUER..............................................................................................97
USE OF PROCEEDS...............................................................................................................................99
TAXATION ­ THE GLOBAL ISSUER, THE AUSTRALIAN ISSUERS, THE U.S. ISSUER AND
THE AMERICAS ISSUER....................................................................................................................100
TAXATION ­ ING GROENBANK.......................................................................................................138
SUBSCRIPTION AND SALE ...............................................................................................................141
ADDITIONAL INFORMATION ON ISSUES BY ING GROENBANK .............................................175
ADDITIONAL AUSTRALIAN INFORMATION ................................................................................176
ADDITIONAL CANADIAN INFORMATION ....................................................................................177
GENERAL INFORMATION.................................................................................................................183
CHAPTER 2: MEDIUM TERM NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS ISSUANCE
B.V.... ...............................................................................................................................................................190

PART 1: TERMS AND CONDITIONS OF THE MEDIUM TERM NOTES .......................................190

PART 2: FORM OF FINAL TERMS FOR MEDIUM TERM NOTES.................................................235
CHAPTER 3: SHARE LINKED NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS ISSUANCE
B.V.... ...............................................................................................................................................................256

PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE SHARE .................256

PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF SHARES ........273

PART 2: FORM OF FINAL TERMS FOR SHARE LINKED NOTES.................................................290
CHAPTER 4: INDEX LINKED NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS ISSUANCE
B.V.... ...............................................................................................................................................................315

PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE INDEX ..................315

PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF INDICES........323

PART 2: FORM OF FINAL TERMS FOR INDEX LINKED NOTES .................................................332
CHAPTER 5: CREDIT LINKED NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS
ISSUANCE B.V................................................................................................................................................355

6



PART 1: TERMS AND CONDITIONS OF CREDIT LINKED NOTES ..............................................355

PART 2: FORM OF FINAL TERMS FOR CREDIT LINKED NOTES ...............................................417
CHAPTER 6: FUND LINKED NOTES ISSUED BY ING BANK N.V. .........................................................442

PART 1: TERMS AND CONDITIONS OF FUND LINKED NOTES..................................................442

PART 2: FORM OF FINAL TERMS FOR FUND LINKED NOTES...................................................458
CHAPTER 7: DYNAMIC AND STATIC PORTFOLIO NOTES ISSUED BY ING BANK N.V. ...................479

PART 1: TERMS AND CONDITIONS OF DYNAMIC AND STATIC PORTFOLIO NOTES ...........479

PART 2: FORM OF FINAL TERMS FOR DYNAMIC AND STATIC PORTFOLIO NOTES ............487
CHAPTER 8: INFLATION LINKED NOTES ISSUED BY ING BANK N.V.................................................507

PART 1: TERMS AND CONDITIONS OF INFLATION LINKED NOTES........................................507

PART 2: FORM OF FINAL TERMS FOR INFLATION LINKED NOTES.........................................521
CHAPTER 9: EXCHANGEABLE NOTES ISSUED BY ING BANK N.V.....................................................543

PART 1: TERMS AND CONDITIONS OF EXCHANGEABLE NOTES ............................................543

PART 2: FORM OF FINAL TERMS FOR EXCHANGEABLE NOTES .............................................556
CHAPTER 10: COMMODITY LINKED NOTES ISSUED BY ING BANK N.V...........................................576

PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE COMMODITY
OR COMMODITY FUTURE................................................................................................................576

PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET COMMODITIES
OR COMMODITIES FUTURES ..........................................................................................................588

PART 2: FORM OF FINAL TERMS FOR COMMODITY LINKED NOTES.....................................600
CHAPTER 11: COMMODITY INDEX LINKED NOTES ISSUED BY ING BANK N.V. ............................625

PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE COMMODITY ...........
INDEX ...................................................................................................................................................625
PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF COMMODITY
INDICES................................................................................................................................................633
PART 2: FORM OF FINAL TERMS FOR COMMODITY INDEX LINKED NOTES .......................642
CHAPTER 12: PARTICIPATION NOTES ISSUED BY ING BANK N.V. .....................................................666

PART 1: TERMS AND CONDITIONS OF PARTICIPATION NOTES................................................666

PART 2: FORM OF FINAL TERMS FOR PARTICIPATION NOTES.................................................687
CHAPTER 13: GERMAN MARKET NOTES ISSUED BY ING BANK N.V. ...............................................704

PART 1: TERMS AND CONDITIONS OF GERMAN MARKET NOTES .........................................704

PART 2: FORM OF FINAL TERMS FOR GERMAN MARKET NOTES...........................................900
CHAPTER 14: WARRANTS ISSUED BY ING BANK N.V. ..........................................................................971

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PART 1: TERMS AND CONDITIONS OF THE WARRANTS............................................................971

PART 2: FORM OF FINAL TERMS FOR WARRANTS ...................................................................1005
CHAPTER 15: CERTIFICATES ISSUED BY ING BANK N.V. ...................................................................1018

PART 1: TERMS AND CONDITIONS OF THE CERTIFICATES.....................................................1018

PART 2(A): TERMS AND CONDITIONS OF INDEX CERTIFICATES ..........................................1028

PART 2(B): TERMS AND CONDITIONS OF SHARE CERTIFICATES..........................................1039

PART 2(C): TERMS AND CONDITIONS OF CURRENCY CERTIFICATES .................................1052

PART 2(D): TERMS AND CONDITIONS OF COMMODITY CERTIFICATES..............................1061

PART 2(E): TERMS AND CONDITIONS OF FUND CERTIFICATES ............................................1072

PART 2(F): TERMS AND CONDITIONS OF GOVERNMENT BOND SPRINTER
CERTIFICATES...................................................................................................................................1082

PART 2(G): TERMS AND CONDITIONS OF INDEX FUTURES CERTIFICATES........................1092

PART 3: FORM OF FINAL TERMS FOR CERTIFICATES ..............................................................1102
CHAPTER 16: MEDIUM TERM NOTES ISSUED BY ING GROENBANK N.V....................................... 1115

PART 1: TERMS AND CONDITIONS OF THE MEDIUM TERM NOTES ..................................... 1115

PART 2: FORM OF FINAL TERMS FOR MEDIUM TERM NOTES...............................................1147
CHAPTER 17: AUSTRALIAN NOTES ISSUED BY ING BANK N.V., SYDNEY BRANCH AND ING
BANK (AUSTRALIA) LIMITED ..................................................................................................................1165

PART 1: TERMS AND CONDITIONS OF THE AUSTRALIAN NOTES ........................................1165

PART 2: FORM OF FINAL TERMS FOR THE AUSTRALIAN NOTES..........................................1205
CHAPTER 18: GUARANTEED CANADIAN NOTES ISSUED BY ING BANK OF CANADA ...............1224

PART 1: TERMS AND CONDITIONS OF THE GUARANTEED CANADIAN NOTES ................1224

PART 2: FORM OF FINAL TERMS FOR THE GUARANTEED CANADIAN NOTES .................1252
CHAPTER 19: GUARANTEED U.S. NOTES ISSUED BY ING (US) ISSUANCE LLC...........................1263

PART 1: TERMS AND CONDITIONS OF THE GUARANTEED U.S. NOTES .............................1263

PART 2: FORM OF FINAL TERMS FOR THE GUARANTEED U.S. NOTES................................1299




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CHAPTER 1
CHAPTER 1
SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Notes
or Warrants should be based on a consideration of this Base Prospectus as a whole, including the documents
incorporated by reference. Civil liability in respect of this summary, including any translation thereof, will
attach to the Global Issuer, ING Groenbank, ING Bank N.V., Sydney Branch, ING Australia, the U.S. Issuer
and the Americas Issuer in any Member State of the EEA in which the relevant provisions of the Prospectus
Directive have been implemented, but only if this summary is misleading, inaccurate or inconsistent when
read together with the other parts of this Base Prospectus. Where a claim relating to the information contained
in this Base Prospectus is brought before a court in such a Member State, the plaintiff investor may, under the
national legislation of that Member State, have to bear the costs of translating the Base Prospectus before the
legal proceedings are initiated.
Issuers
ING Bank N.V., ING Groenbank N.V., ING Bank N.V., Sydney
Branch, ING Bank (Australia) Limited, ING Bank of Canada,
ING (US) Issuance LLC and ING Americas Issuance B.V.
ING Bank of Canada will not offer Notes to the public within a
Member State of the EEA or seek their admission to trading on
a regulated market situated or operating within such a Member
State, in each case in circumstances which would require the
approval of a prospectus under the Prospectus Directive. The
Australian Issuers will not offer Australian Domestic
Instruments to the public within a Member State of the EEA or
seek their admission to trading on a regulated market situated
or operating within such a Member State, in each case in
circumstances which would require the approval of a
prospectus under the Prospectus Directive. Terms used in the
previous three sentences are as defined in the Prospectus
Directive. ING Bank of Canada will only offer Notes on a
private placement basis so as to be exempt from any
requirement to file a prospectus with any regulatory authority in
Canada or elsewhere. Each of ING Groenbank, ING Sydney
Branch, ING Australia and the U.S. Issuer will only offer Notes
with a denomination of at least 100,000 (or its equivalent in
any other currency at the date of issue of the Notes) and will
only seek to admit such Notes to trading on a regulated market
situated or operating within a Member State of the EEA, in
circumstances which would require the approval of a
prospectus under the Prospectus Directive, upon approval by
the AFM of an updated base prospectus relating to it prepared
in accordance with Article 5 of the Prospectus Directive. The
Americas Issuer will only offer Notes with a denomination of at
least 100,000 (or its equivalent in any other currency at the
date of issue of the Notes).
9



CHAPTER 1
ING Bank N.V.
ING Bank N.V. is part of ING Groep N.V. ING Groep N.V. is
the holding company of a broad spectrum of companies
(together called "ING") offering banking, investments, life
insurance and retirement services to about 85 million private,
corporate and institutional customers in Europe, the United
States, Canada, Latin America, Asia and Australia. ING Bank
N.V. is a wholly-owned, non-listed subsidiary of ING Groep
N.V. ING is in the process of separating its banking and
insurance operations and developing towards a mid-sized
international bank, anchored in The Netherlands and Belgium,
and predominantly focused on the European retail market with
selected growth options elsewhere. ING is also moving forward
with its plans to divest its insurance operations (including its
investment management operations) over the following three
years.
ING Groenbank N.V.
ING Groenbank N.V., a wholly-owned subsidiary of the Global
Issuer, was established in order to benefit from the
opportunities provided in The Netherlands by the Regeling
Groenprojecten
and Fiscale Groenregeling (the
"Groenregeling"), which provide for the offering of low-
interest loans for new investments which are important for the
protection of the environment ("Groenleningen"). Private
individuals are encouraged to participate in such investments
through the offering of certain tax advantages.
ING Bank N.V., Sydney Branch
ING Bank N.V., Sydney Branch is the Sydney, Australia branch
of ING Bank N.V. and is the holder of an Australian Financial
Services Licence. ING Bank N.V., Sydney Branch is not a
standalone or separately incorporated legal entity and does not
have any share capital.
ING Bank (Australia) Limited
ING Bank (Australia) Limited is a company incorporated under
the Corporations Act 2001 of Australia (the "Australian
Corporations Act") and is the holder of an Australian Financial
Services Licence. ING Bank (Australia) Limited's ultimate
parent entity is ING Groep N.V. ING Bank (Australia) Limited
has three operating divisions: Mortgages, Savings and
Commercial Property Finance, all operating under the trade
name ING DIRECT. The principal activity of ING Bank
(Australia) Limited is the provision of banking and related
services.
ING Bank of Canada
ING Bank of Canada is a Schedule II Canadian bank operating
under the trade name ING DIRECT. ING Bank of Canada's
ultimate parent entity is ING Groep N.V. ING Bank of Canada
was the first ING DIRECT business in the world, having
opened in April 1997. ING Bank of Canada now has over 1.6
million clients, employs over 900 people and has over C$26
billion in assets.

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