Obligation ING Groep 0% ( XS0858673188 ) en EUR

Société émettrice ING Groep
Prix sur le marché 100 %  ▼ 
Pays  Pays-Bas
Code ISIN  XS0858673188 ( en EUR )
Coupon 0%
Echéance 27/11/2017 - Obligation échue



Prospectus brochure de l'obligation ING Bank XS0858673188 en EUR 0%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 250 000 000 EUR
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 EUR, avec le code ISIN XS0858673188, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/11/2017







ING Bank 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 (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 General Terms and Conditions of the Notes to be issued by ING Bank N.V. and ING Americas Issuance B.V. in Chapter 2, 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 15, Part 1), "ING Bank" or the
"Bank") may from time to time issue notes (the "Notes" as more fully defined below) and warrants (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 Bank N.V., Sydney Branch ("ING
Sydney Branch") may from time to time issue Notes and transferable deposits, (iii) 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 17, Part 1))
may from time to time issue Notes guaranteed by ING Bank N.V. and (iv) ING Americas Issuance B.V. (the "Americas Issuer", which expression shall include any
Substituted Debtor (as defined in Condition 16 of the General Terms and Conditions of the 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 the U.S.
Issuer and the Americas Issuer, the "Guarantor").
ING Sydney Branch will not offer transferable deposits 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. Terms used in the previous sentence are as defined in the Prospectus Directive (as defined below). 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 not offer Notes to the public within a Member State of the EEA in circumstances which
would require the approval of a prospectus under the Prospectus Directive in relation to that offer.
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) in connection with the issue of Notes
and Warrants under the Programme.
Arranger
ING COMMERCIAL BANKING
BASE PROSPECTUS
Dated 28 June 2012


This Base Prospectus (the "Base Prospectus") replaces (i) the base prospectus relating to the Programme
dated 30 March 2012 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) bond
linked Notes ("Bond Linked Notes"), (v) loan linked Notes ("Loan Linked Notes"), (vi) inflation linked
Notes ("Inflation Linked Notes"), (vii) Notes which are exchangeable for shares of third parties
("Exchangeable Notes"), (viii) Notes whose return is linked to commodities ("Commodity Linked Notes"),
(ix) Notes whose return is linked to commodity indices ("Commodity Index Linked Notes") and (x) Notes
whose return is linked to shares and/or global depository receipts ("Participation Notes"), including certain
combinations thereof. 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 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 Notes issued under the Programme by ING Sydney Branch 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 ING Sydney Branch may issue under the Programme are together
referred to as "Australian 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, (iv) guaranteed Credit
Linked Notes, (v) guaranteed Bond Linked Notes and (vi) guaranteed Loan Linked Notes (together,
"Guaranteed Americas Notes"), including certain combinations thereof.
Notes may be issued in unitized form ("Units") and references in this Base Prospectus to Notes shall also
include Units. Units shall have an individual issue price instead of a (specified) denomination and where
reference in the Base Prospectus is made to a minimum (specified) denomination for Notes, such term shall
be deemed to include references to a minimum issue price for Units.
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 Sydney Branch, 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 Sydney Branch, 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 Sydney Branch, the U.S. Issuer and the
Americas Issuer (including the Australian Domestic Transferable Deposits which may be issued by ING
Sydney Branch) 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 Branch will be issued
by ING Sydney Branch in its capacity as a branch of ING Bank N.V. and not as the Global Issuer.
Warrants may be denominated in any currency determined by the Global Issuer. References herein to
"Warrants" are to the warrants which may be issued by the Global Issuer under the Programme. References
herein to "Warrantholders" are to holders of Warrants.
2


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, the Guaranteed U.S. Notes and the Guaranteed Americas Notes will contain
any provision that would oblige the Issuers or the Guarantor 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 (other than in respect of Chapter 17) was approved in respect of its English language
content by the AFM for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended from
time to time (the "Prospectus Directive") on 28 June 2012. 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 (other than Australian Domestic Instruments) to be issued by ING Sydney
Branch, 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 admitted to trading on NYSE Euronext in Amsterdam, a regulated market of
Euronext Amsterdam N.V. ("Euronext Amsterdam"), to be admitted to the official list of the Luxembourg
Stock Exchange (the "Official List") and to be admitted to trading on the regulated market of the Luxembourg
Stock Exchange (the "Luxembourg Stock Exchange"), (with respect to the Global Issuer only) to be admitted
to trading on the regulated market of Euronext Paris S.A. ("Euronext Paris") and on a regulated market of
Borsa Italiana S.p.A. (the "Italian Stock Exchange") and (ii) (with respect to the Global Issuer and ING
Sydney Branch) to be offered to the public in Austria, Belgium, Denmark, Finland, France, Germany, Italy,
Luxembourg, The Netherlands, Norway, Spain and Sweden. Notes and Warrants issued by the Global Issuer
and Notes issued by ING Sydney Branch may be offered to the public in Switzerland. Notes and Warrants
may also be listed or admitted to trading on such other or further stock exchange or stock exchanges as may
be determined by each of the Issuers, and may be offered to the public in other jurisdictions also. Each of the
Issuers may also issue unlisted and/or privately placed Notes and Warrants. 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 not offer Notes to the public
within a Member State of the EEA in circumstances which would require the approval of a prospectus under
the Prospectus Directive in relation to that offer. 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 Official List and/or the Luxembourg Stock Exchange
and/or Euronext Paris and/or the Italian Stock Exchange and/or such other or future stock exchange(s) which
may be agreed and which are specified in the applicable Final Terms.
3


At the date of this Base Prospectus, the U.S. Issuer shall not 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 such Issuer in accordance with Article 5 of the Prospectus Directive, prospective investors
should note that Chapter 17 has not been reviewed or approved by the AFM.
The Global Issuer and ING Sydney Branch each have a senior debt rating from Standard & Poor's Credit
Market Services Europe Limited ("Standard & Poor's"), Moody's France SAS ("Moody's") and Fitch
Ratings Ltd. ("Fitch") and the Americas Issuer has a senior debt rating from Moody's, details of which are
contained in the relevant Registration Document. Standard & Poor's, Moody's and Fitch are established in the
European Union and are registered under the Regulation (EC) No 1060/2009 of the European Parliament and
of the Council of 16 September 2009 on credit rating agencies, as amended from time to time (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 credit 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.
Switzerland: The Notes issued by the Global Issuer and ING Sydney Branch 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 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 17.
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CHAPTER 1
Table of Contents
CHAPTER 1....................................................................................................................................................... 8
SUMMARY OF THE PROGRAMME................................................................................................... 8
RISK FACTORS................................................................................................................................... 26
OVERVIEW.......................................................................................................................................... 52
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 71
NOMINAL AMOUNT OF THE PROGRAMME ................................................................................ 74
FORM OF THE NOTES....................................................................................................................... 75
DTC INFORMATION ­ REGISTERED NOTES ISSUED BY THE GLOBAL ISSUER, THE U.S.
ISSUER AND THE AMERICAS ISSUER........................................................................................... 84
USE OF PROCEEDS............................................................................................................................ 86
TAXATION........................................................................................................................................... 87
SUBSCRIPTION AND SALE............................................................................................................ 125
ADDITIONAL AUSTRALIAN AND CANADIAN INFORMATION.............................................. 160
GENERAL INFORMATION.............................................................................................................. 166
CHAPTER 2: NOTES (INCLUDING MEDIUM TERM NOTES) ISSUED BY ING BANK N.V. AND ING
AMERICAS ISSUANCE B.V.........................................................................................................................170
PART 1: GENERAL TERMS AND CONDITIONS OF THE NOTES .................................................170
PART 2: FORM OF FINAL TERMS FOR MEDIUM TERM NOTES.................................................216
CHAPTER 3: SHARE LINKED NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS ISSUANCE
B.V...................................................................................................................................................................237
PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE SHARE .................237
PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF SHARES........253
PART 2: FORM OF FINAL TERMS FOR SHARE LINKED NOTES.................................................270
CHAPTER 4: INDEX LINKED NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS ISSUANCE
B.V...................................................................................................................................................................299
PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE INDEX..................299
PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF INDICES........307
PART 2: FORM OF FINAL TERMS FOR INDEX LINKED NOTES .................................................316
CHAPTER 5: CREDIT LINKED NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS
ISSUANCE B.V................................................................................................................................................340
PART 1(A): DESCRIPTION OF THE CREDIT LINKED NOTES ......................................................340
PART 1(B): TERMS AND CONDITIONS OF CREDIT LINKED NOTES.........................................346
PART 2: FORM OF FINAL TERMS FOR CREDIT LINKED NOTES ...............................................422
CHAPTER 6: BOND LINKED NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS ISSUANCE
B.V. ...............................................................................................................................................................452
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CHAPTER 1
PART 1(A): DESCRIPTION OF THE BOND LINKED NOTES.........................................................452
PART 1(B): TERMS AND CONDITIONS OF THE BOND LINKED NOTES ...................................454
PART 2: FORM OF FINAL TERMS FOR THE BOND LINKED NOTES..........................................478
CHAPTER 7: LOAN LINKED NOTES ISSUED BY ING BANK N.V. AND ING AMERICAS ISSUANCE
B.V. ...............................................................................................................................................................503
PART 1(A): DESCRIPTION OF THE LOAN LINKED NOTES.........................................................503
PART 1(B): TERMS AND CONDITIONS OF THE LOAN LINKED NOTES ...................................505
PART 2: FORM OF FINAL TERMS FOR THE LOAN LINKED NOTES..........................................529
CHAPTER 8: FUND LINKED NOTES ISSUED BY ING BANK N.V. .........................................................554
PART 1: TERMS AND CONDITIONS OF FUND LINKED NOTES..................................................554
PART 2: FORM OF FINAL TERMS FOR FUND LINKED NOTES...................................................570
CHAPTER 9: DYNAMIC AND STATIC PORTFOLIO NOTES ISSUED BY ING BANK N.V....................592
PART 1: TERMS AND CONDITIONS OF DYNAMIC AND STATIC PORTFOLIO NOTES ...........592
PART 2: FORM OF FINAL TERMS FOR DYNAMIC AND STATIC PORTFOLIO NOTES ............600
CHAPTER 10: INFLATION LINKED NOTES ISSUED BY ING BANK N.V. .............................................621
PART 1: TERMS AND CONDITIONS OF INFLATION LINKED NOTES........................................621
PART 2: FORM OF FINAL TERMS FOR INFLATION LINKED NOTES.........................................635
CHAPTER 11: EXCHANGEABLE NOTES ISSUED BY ING BANK N.V...................................................657
PART 1: TERMS AND CONDITIONS OF EXCHANGEABLE NOTES ............................................657
PART 2: FORM OF FINAL TERMS FOR EXCHANGEABLE NOTES .............................................670
CHAPTER 12: COMMODITY LINKED NOTES ISSUED BY ING BANK N.V. .........................................690
PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE COMMODITY
OR COMMODITY FUTURE ...............................................................................................................690
PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET COMMODITIES
OR COMMODITIES FUTURES..........................................................................................................702
PART 2: FORM OF FINAL TERMS FOR COMMODITY LINKED NOTES.....................................714
CHAPTER 13: COMMODITY INDEX LINKED NOTES ISSUED BY ING BANK N.V.............................739
PART 1(A): TERMS AND CONDITIONS OF NOTES LINKED TO A SINGLE COMMODITY ...........
INDEX ...................................................................................................................................................739
PART 1(B): TERMS AND CONDITIONS OF NOTES LINKED TO A BASKET OF COMMODITY
INDICES................................................................................................................................................747
PART 2: FORM OF FINAL TERMS FOR COMMODITY INDEX LINKED NOTES.......................756
CHAPTER 14: PARTICIPATION NOTES ISSUED BY ING BANK N.V. .....................................................780
PART 1: TERMS AND CONDITIONS OF PARTICIPATION NOTES................................................780
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CHAPTER 1
PART 2: FORM OF FINAL TERMS FOR PARTICIPATION NOTES.................................................801
CHAPTER 15: WARRANTS ISSUED BY ING BANK N.V...........................................................................818
PART 1: TERMS AND CONDITIONS OF THE WARRANTS............................................................818
PART 2: FORM OF FINAL TERMS FOR WARRANTS .....................................................................852
CHAPTER 16: AUSTRALIAN NOTES ISSUED BY ING BANK N.V., SYDNEY BRANCH.....................865
PART 1: TERMS AND CONDITIONS OF THE AUSTRALIAN NOTES ..........................................865
PART 2: FORM OF FINAL TERMS FOR THE AUSTRALIAN NOTES............................................905
CHAPTER 17: GUARANTEED U.S. NOTES ISSUED BY ING (US) ISSUANCE LLC .............................924
PART 1: TERMS AND CONDITIONS OF THE GUARANTEED U.S. NOTES ...............................924
PART 2: FORM OF FINAL TERMS FOR THE GUARANTEED U.S. NOTES..................................961
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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 Sydney Branch, 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 Bank N.V., Sydney Branch, ING (US)
Issuance LLC and ING Americas Issuance B.V.
ING Sydney Branch 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. 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 not offer Notes to the
public within a Member State of the EEA in circumstances
which would require the approval of a prospectus under the
Prospectus Directive in relation to that offer. Terms used in the
previous three sentences are as defined in the Prospectus
Directive.
ING Bank N.V.
ING Bank N.V. is part of ING Groep N.V. ("ING Group"). ING
Group is the holding company of a broad spectrum of
companies (together called "ING") offering banking,
investments, life insurance and retirement services to meet the
needs of a broad customer base. ING Bank N.V. is a wholly-
owned, non-listed subsidiary of ING Groep N.V. ING Bank
N.V. is a large international player with an extensive global
network in over 40 countries. It has leading banking positions
in its home markets of The Netherlands, Belgium,
Luxembourg, Germany and Poland. Furthermore, ING Bank
N.V. has key positions in other Western, Central and Eastern
European countries and Turkey. This is coupled with options
8


CHAPTER 1
outside of Europe which will give ING Bank N.V. interesting
growth potential in the long term. Since 1 January 2011, ING
Bank N.V. has been operating as a stand-alone business under
the umbrella of ING Group.
ING Bank N.V. is active through the following business lines:
Retail Banking, including ING Direct, and Commercial
Banking.
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 (US) Issuance LLC
ING (US) Issuance LLC is a limited liability company
organised under the laws of the State of Delaware on 15
September 2006, and governed by a limited liability company
agreement dated as of 25 September 2006. ING (US) Issuance
LLC's ultimate parent entity is ING Groep N.V. ING (US)
Issuance LLC was formed solely to issue Guaranteed U.S.
Notes from time to time and to enter into and perform
agreements relating to the issuance of Guaranteed U.S. Notes.
ING Americas Issuance B.V.
ING Americas Issuance B.V. is a limited liability company
organised under the laws of The Netherlands on 16 May 2007.
ING Americas Issuance B.V.'s ultimate parent entity is ING
Groep N.V. ING Americas Issuance B.V. was formed solely to
issue Guaranteed Americas Notes from time to time and to
enter into and perform agreements relating to the issuance of
Guaranteed Americas Notes.
Further information in relation to each Issuer is set out in the
relevant Registration Document.
Guarantor for issues by ING (US)
ING Bank N.V.
Issuance LLC
The Guarantor will unconditionally and irrevocably guarantee
the due payment of all sums expressed to be payable by the
U.S. Issuer under the Guaranteed U.S. Notes. Its obligations in
that respect are contained in the Deed of Guarantee (as defined
in Part 1 of Chapter 17 of this Base Prospectus).
Guarantor for issues by ING Americas
ING Bank N.V.
Issuance B.V.
The Guarantor will unconditionally and irrevocably guarantee
the due payment of all sums expressed to be payable by the
Americas Issuer under the Guaranteed Americas Notes. Its
obligations in that respect are contained in the Deed of
Guarantee (as defined in Part 1 of Chapter 2 of this Base
Prospectus).
General Risk Factors

There are certain factors which are material for the
purpose of assessing the risks associated with an
investment in Notes and Warrants issued under the
9


CHAPTER 1
Programme. If a prospective investor does not have
sufficient knowledge and experience in financial, business
and investment matters to permit it to make such an
assessment, the investor should consult with its
independent financial adviser prior to investing in a
particular issue of Notes or Warrants. Notes and Warrants
may not be a suitable investment for all investors. Each
Issuer, including its branches and any group company, is
acting solely in the capacity of an arm's length contractual
counterparty and not as a purchaser's financial adviser or
fiduciary in any transaction unless such Issuer has agreed
to do so in writing. Investors risk losing their entire
investment or part of it if the value of the Notes or
Warrants does not move in the direction which they
anticipate. Notes and/or Warrants are generally complex
financial instruments. A potential investor should not
invest in Notes and/or Warrants which are complex
financial instruments unless it has the expertise (either
alone or with an independent financial adviser) to evaluate
how the Notes and/or Warrants will perform under
changing conditions, the resulting effects on the value of
the Notes and/or Warrants and the impact this investment
will have on the potential investor's overall investment
portfolio.

If application is made to list Notes or Warrants on a stock
exchange, there can be no assurance that a secondary
market for such Notes or Warrants will develop or, if it
does, that it will provide holders with liquidity for the life
of the Notes or Warrants.

Prospective purchasers intending to purchase Notes or
Warrants to hedge against the market risk associated with
investing in a security, index, currency, commodity or
other asset or basis of reference, should recognise the
complexities of utilising Notes and Warrants in this
manner. For example, the value of the Notes and Warrants
may not exactly correlate with the value of the security,
index, currency, commodity or other asset or basis.

The Calculation Agent for an issue of Notes and Warrants
is the agent of the relevant Issuer and not the agent of the
holders of the Notes or Warrants. It is possible that the
relevant Issuer will itself be the Calculation Agent for
certain issues of Notes and Warrants. In making
determinations and adjustments, the Calculation Agent
will be entitled to exercise substantial discretion and may
be subject to conflicts of interest in exercising this
discretion.

An investor's total return on an investment in Notes or
10


Document Outline