Obligation ING Groep 5.9% ( XS0905638747 ) en NZD

ING Groep

100 % ⇌

Pays-Bas

XS0905638747 ( en NZD )

5.9% par an ( paiement annuel )

22/03/2023 - Obligation échue

Prospectus brochure de l'obligation ING Bank XS0905638747 en NZD 5.9%, échue

1 000 000 NZD

20 000 000 NZD

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 NZD, avec le code ISIN XS0905638747, paye un coupon de 5.9% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/03/2023

ING Groep N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
45,000,000,000
Programme for the Issuance of Debt Instruments
Under this 45,000,000,000 Programme for the Issuance of Debt Instruments (the "Programme"), each of ING Groep N.V. ("ING" or "ING Group") and ING Bank N.V. ("ING Bank")
(together the "Issuers" and each an "Issuer", which expression shall include any Substituted Debtor (as defined in Condition 16 of the Terms and Conditions of the Notes)), may from time to
time issue notes (the "Notes", which expression shall include Senior Notes and Subordinated Notes (each as defined below)) and, in the case of ING Group only, perpetual hybrid capital
securities (the "Capital Securities" and, together with the Notes, the "Instruments") denominated in any currency determined by the relevant Issuer and the relevant Dealer (as defined below).
Subject as set out herein, the Instruments 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 equivalent
body) 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 Instruments from time
to time outstanding will not exceed 45,000,000,000 (or its equivalent in other currencies calculated as described herein). The Notes will not contain any provision that would oblige the
relevant Issuer 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 Instruments will be issued on a continuing basis by the relevant Issuer to the purchasers thereof, which 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 Instruments is or are referred to as the "relevant Dealer" in respect
of those Instruments.
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) (the "AFM") for the purposes of Directive 2003/71/EC of the
European Parliament and of the Council (as amended from time to time, the "Prospectus Directive") on 11 May 2012. The AFM has provided the competent authorities in Austria, Belgium,
France, Germany, Greece, Ireland, Italy, Luxembourg, Portugal, Spain and the United Kingdom with a certificate of approval attesting that the Base Prospectus has been drawn up in
accordance with the Prospectus Directive.
Application has been made for the Instruments to be issued 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"), and 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") and (ii) to be offered to the public in Austria, Belgium,
France, Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Spain, Switzerland and the United Kingdom. Instruments may be listed on such other or further stock
exchange or stock exchanges as may be determined by the Issuer, and may be offered to the public in other jurisdictions also, in each case subject to applicable laws. The Issuers may also issue
unlisted and/or privately placed Instruments. References in this Programme to Instruments being "listed" (and all related references) shall mean that such Instruments have been admitted to
trading and have been listed on Euronext Amsterdam and/or the Official List and/or the Luxembourg Stock Exchange (as the case may be) and/or such other or future regulated market or stock
exchange(s) which may be agreed and specified in the applicable Final Terms. The regulated markets of Euronext Amsterdam and the Luxembourg Stock Exchange are regulated markets for
the purposes of the Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
The Programme has been approved by the SIX Swiss Exchange Ltd (the "SIX Swiss Exchange") as an "issuance programme" for the listing of bonds in accordance with the listing rules of the
SIX Swiss Exchange. Application may be made to list Notes issued under the Programme on the SIX Swiss Exchange during the period of twelve months after the date of this Base Prospectus.
Only ING Bank will seek to list Notes issued under the Programme on the SIX Swiss Exchange.
The Issuers may decide to issue Instruments in a form not contemplated by the Terms and Conditions of the Instruments herein. In such case a supplement to this Base Prospectus, if
appropriate, will be made available which will describe the form of such Instruments.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus. This Base Prospectus should be read and construed in
conjunction with the relevant Registration Document (as defined below).
This Base Prospectus is dated 11 May 2012 and replaces the base prospectus relating to the Programme dated 11 May 2011 and any supplements thereto.
Arranger
ING COMMERCIAL BANKING
Dealer
ING COMMERCIAL BANKING

Each Issuer has 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"), 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").
Tranches (as defined herein) of Instruments issued under the Programme may be rated or unrated. Where a
Tranche of Instruments is to be rated, such rating will not necessarily be the same as any ratings assigned to
the Programme or to Instruments already issued. 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.
Switzerland: The Instruments being offered pursuant to this Base Prospectus do not represent units in
collective investment schemes. Accordingly, they have not been registered with the Swiss Financial
Market Supervisory Authority FINMA ("FINMA") as foreign collective investment schemes, and are
not subject to the supervision of FINMA. Investors cannot invoke the protection conferred under the
Swiss legislation applicable to collective investment schemes.
i

Table of Contents
SUMMARY OF THE PROGRAMME .............................................................................................................. 1
RISK FACTORS .............................................................................................................................................. 14
OVERVIEW OF THE PROGRAMME............................................................................................................ 26
DOCUMENTS INCORPORATED BY REFERENCE.................................................................................... 37
NOMINAL AMOUNT OF THE PROGRAMME............................................................................................ 39
FORM OF THE INSTRUMENTS................................................................................................................... 40
DTC INFORMATION -- REGISTERED INSTRUMENTS........................................................................... 47
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 49
FORM OF FINAL TERMS OF THE NOTES ................................................................................................. 80
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES .................................................................100
FORM OF FINAL TERMS OF THE CAPITAL SECURITIES .....................................................................133
USE OF PROCEEDS......................................................................................................................................145
TAXATION.....................................................................................................................................................146
SUBSCRIPTION AND SALE ........................................................................................................................173
GENERAL INFORMATION..........................................................................................................................185
ii

SUMMARY OF THE PROGRAMME
This summary must be read as an introduction to this Base Prospectus and any decision to invest in the
Instruments should be based on a consideration of the 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 relevant 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 Groep N.V. and ING Bank N.V.
ING Groep N.V.
ING Groep N.V. (ING or ING Group) is the holding company of a broad
spectrum of companies offering banking, investments, life insurance and
retirement services to meet the needs of a broad customer base.
Based on market capitalisation, ING Group is one of the 20 largest
financial institutions in Europe (source: MSCI, Bloomberg, 31 December
2011).
ING Group is a listed company and holds all shares of ING Bank N.V.,
which is a non-listed 100% subsidiary of ING Group.
ING Group is in the process of separating its banking and insurance
operations (including its investment management 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 Group is also
moving forward with its plans to divest its insurance operations (including
its investment management operations) over the following two years.
ING conducts its banking operations principally through ING Bank N.V.
and its insurance operations (including investment management
operations) principally through ING Verzekeringen N.V. and its
subsidiaries.
ING Bank N.V.
ING Bank N.V. (ING Bank) 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 has key positions in other
Western, Central and Eastern European countries and Turkey. This is
coupled with options outside of Europe which will give ING Bank
interesting growth potential in the long term. Since January 2011, ING
Bank has been operating as a stand alone business under the umbrella of
ING Group.
ING Bank is active through the following business lines: Retail Banking,
including ING Direct, and Commercial Banking.
Retail Banking provides retail and private banking services to individuals
and small and medium-sized enterprises in The Netherlands, Belgium,
Luxembourg, Poland, Romania, Turkey, India, Thailand and China
1

(through a stake in Bank of Beijing) with a multi-product, multi-channel
distribution approach. In mature markets, Retail Banking focuses on
wealth accumulation, savings and mortgages, with an emphasis on
operational excellence, cost leadership and customer satisfaction. In
developing markets, Retail Banking aims to become a prominent local
player by offering simple but high quality products. ING Direct offers
direct banking services in Canada, Spain, Australia, France, the United
States, Italy, Germany, the United Kingdom and Austria. ING Direct's
focus is on offering five simple and transparent retail banking products at
very low cost: savings, mortgages, payment accounts, investment products
and consumer lending.
Commercial Banking offers core banking services such as lending,
payments and cash management in more than 40 countries. It provides
clients with tailored solutions in areas including structured finance,
financial markets, commercial finance, leasing, corporate finance and
equity markets. Clients are corporations ranging from medium-sized and
large companies to major multinationals as well as governments and
financial institutions.
Further information in relation to each Issuer is set out in the relevant
Registration Document.
Instruments:
Instruments means Notes and Capital Securities, unless the context
requires otherwise. Only ING Group may issue Capital Securities.
General Risk Factors

There are certain factors which are material for the purpose of
assessing the risks associated with an investment in Instruments
issued under the 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 Instruments. Instruments 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 Instruments does not move
in the direction which they anticipate. Instruments are generally
complex financial instruments. A potential investor should not invest
in Instruments which are complex financial instruments unless it has
the expertise (either alone or with an independent financial adviser)
to evaluate how the Instruments will perform under changing
conditions, the resulting effects on the value of the Instruments and
the impact this investment will have on the potential investor's
overall investment portfolio.

If application is made to list Instruments on a stock exchange, there
can be no assurance that a secondary market for such Instruments
will develop or, if it does, that it will provide holders with liquidity
2

for the life of the Instruments.

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

The Calculation Agent for an issue of Instruments is the agent of the
relevant Issuer and not the agent of the holders of the Instruments. It
is possible that the relevant Issuer will itself be the Calculation Agent
for certain issues of Instruments. 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 Instruments will be
affected by the level of fees charged to the investor, including fees
charged to the investor as a result of the Instruments being held in a
clearing system. Investors should carefully investigate these fees
before making their investment decision.

Each Issuer and its affiliates may engage in trading activities related
to interests underlying any Instruments, may act as underwriter in
connection with future offerings of shares or other securities related
to an issue of Instruments, or may act as financial adviser to certain
companies whose securities impact the return on Instruments. Such
activities could present certain conflicts of interest and could
adversely affect the value of such Instruments.
For more details on the general risk factors affecting Instruments to be
issued under the Programme, see "Risk Factors -- General Risk
Factors".
Risk Factors Relating to
The term ING Group as used hereunder also refers, where the context
ING Group
so permits, to any group company of ING Groep N.V.

Because ING Group is a financial services company conducting
business on a global basis, its revenues and earnings are affected by
the volatility and strength of the economic, business and capital
markets environments specific to the geographic regions in which it
conducts business. The ongoing turbulence and volatility of such
factors have adversely affected, and may continue to adversely affect,
the profitability and solvency of ING Group's insurance, banking and
asset management business.

Adverse capital and credit market conditions may impact ING
Group's ability to access liquidity and capital, as well as the cost of
credit and capital.

The default of a major market participant could disrupt the markets.

Because ING Group's life and non-life insurance and reinsurance
businesses are subject to losses from unforeseeable and/or
3

catastrophic events, which are inherently unpredictable, the actual
claims amount may exceed ING Group's established reserves or ING
Group may experience an abrupt interruption of activities, each of
which could result in lower net results and have an adverse effect on
its results of operations.

ING Group operates in highly regulated industries. There could be an
adverse change or increase in the financial services laws and/or
regulations governing its business.

Turbulence and volatility in the financial markets have adversely
affected ING Group, and may continue to do so.

Because ING Group operates in highly competitive markets,
including its home market, it may not be able to increase or maintain
its market share, which may have an adverse effect on its results of
operations.

Because ING Group does business with many counterparties, the
inability of these counterparties to meet their financial obligations
could have a material adverse effect on its results of operations.

Market conditions observed over the last year may increase the risk
of loans being impaired. ING Group is exposed to declining property
values on the collateral supporting residential and commercial real
estate lending.

Interest rate volatility and other interest rate changes may adversely
affect ING Group's profitability.

ING Group may incur losses due to failures of banks falling under
the scope of state compensation schemes.

ING Group may be unable to manage its risks successfully through
derivatives.
ING Group may be unable to retain key personnel.

Because ING Group uses assumptions about factors, the use of
different assumptions about these factors may have an adverse
impact on its results of operations.

Because ING Group uses assumptions to model client behaviour for
the purpose of its market risk calculations, the difference between the
realization and the assumptions may have an adverse impact on the
risk figures and future results.

ING Group may incur further liabilities in respect of its defined
benefit retirement plans if the value of plan assets is not sufficient to
cover potential obligations, including as a result of differences
between results and underlying actuarial assumptions and models.

ING Group's risk management policies and guidelines may prove
inadequate for the risks it faces.

ING Group is subject to a variety of regulatory risks as a result of its
operations in certain countries.
4

Because ING Group is continually developing new financial
products, it might be faced with claims that could have an adverse
effect on its operations and net result if clients' expectations are not
met.

Ratings are important to ING Group's business for a number of
reasons. Downgrades could have an adverse impact on its operations
and net results.

ING Group's business may be negatively affected by a sustained
increase in inflation.

Operational risks are inherent in ING Group's business.

Reinsurance may not be available, affordable or adequate to protect
ING Group against losses. ING Group may also decide to reduce,
eliminate or decline primary insurance or reinsurance coverage.

ING Group's business may be negatively affected by adverse
publicity, regulatory actions or litigation with respect to such
business, other well-known companies or the financial services
industry in general.

The implementation of the Restructuring Plan and the divestments
anticipated in connection with that plan will significantly alter the
size and structure of ING Group and involve significant costs and
uncertainties that could materially impact ING Group.

The limitations required by the EC on ING Group's ability to
compete and to make acquisitions or call certain debt instruments
could materially impact ING Group.

Upon the implementation of the Restructuring Plan, ING Group will
be less diversified and may experience competitive and other
disadvantages.

ING Group's Restructuring Programs may not yield intended
reductions in costs, risk and leverage.

ING Group's agreements with the Dutch State impose certain
restrictions regarding the issuance or repurchase of its shares and the
compensation of certain senior management positions.

Whenever the overall return on the (remaining) core Tier 1 securities
issued to the Dutch State is expected to be lower than 10% p.a., the
European Commission may consider the imposition of additional
behavioural constraints.
Risk Factors Relating to
The term ING Bank as used hereunder also refers, where the context so
ING Bank
permits, to any subsidiary of ING Bank N.V.

Because ING Bank is part of a financial services company
conducting business on a global basis, its revenues and earnings are
affected by the volatility and strength of the economic, business and
capital markets environments specific to the geographic regions in
which it conducts business. The ongoing turbulence and volatility of
such factors have adversely affected, and may continue to adversely
5

affect, the profitability and solvency of ING Bank.

Adverse capital and credit market conditions may impact ING
Bank's ability to access liquidity and capital, as well as the cost of
credit and capital.

The default of a major market participant could disrupt the markets.

Because ING Bank's businesses are subject to losses from
unforeseeable and/or catastrophic events, which are inherently
unpredictable, ING Bank may experience an abrupt interruption of
activities, which could have an adverse effect on its financial
condition.

ING Bank operates in highly regulated industries. There could be an
adverse change or increase in the financial services laws and/or
regulations governing its business.

Turbulence and volatility in the financial markets have adversely
affected ING Bank, and may continue to do so.

Because ING Bank operates in highly competitive markets,
including its home market, it may not be able to increase or maintain
its market share, which may have an adverse effect on its results of
operations.

Because ING Bank does business with many counterparties, the
inability of these counterparties to meet their financial obligations
could have a material adverse effect on its results of operations.

Market conditions observed over the last year may increase the risk
of loans being impaired. ING Bank is exposed to declining property
values on the collateral supporting residential and commercial real
estate lending.

Interest rate volatility and other interest rate changes may adversely
affect ING Bank's profitability.

ING Bank may incur losses due to failures of banks falling under the
scope of state compensation schemes.

ING Bank may be unable to manage its risks successfully through
derivatives.

ING Bank may be unable to retain key personnel.

Because ING Bank uses assumptions to model client behaviour for
the purpose of their market risk calculations, the difference between
the realisation and the assumptions may have an adverse impact on
the risk figures and future results.

ING Bank may incur further liabilities in respect of its defined
benefit retirement plans if the value of plan assets is not sufficient to
cover potential obligations, including as a result of differences
between results and underlying actuarial assumptions and models.

ING Bank's risk management policies and guidelines may prove
6

inadequate for the risks it faces.

ING Bank is subject to a variety of regulatory risks as a result of
their operations in certain countries.

Because ING Bank is continually developing new financial
products, it might be faced with claims that could have an adverse
effect on its operations and net results if clients' expectations are not
met.

Ratings are important to ING Bank's businesses for a number of
reasons. Downgrades could have an adverse impact on its operations
and net results.

ING Bank's business may be negatively affected by a sustained
increase in inflation.

Operational risks are inherent in ING Bank's business.

ING Bank's business may be negatively affected by adverse
publicity, regulatory actions or litigation with respect to such
business, other well-known companies or the financial services
industry in general.

The implementation of the Restructuring Plan and the divestments
anticipated in connection with that plan will significantly alter the
size and structure of ING and involve significant costs and
uncertainties that could materially impact ING Bank.

The limitations required by the EC on ING's ability to compete and
to make acquisitions or call certain debt instruments could materially
impact ING Bank.

Upon the implementation of the Restructuring Plan, ING will be less
diversified and ING Bank may experience competitive and other
disadvantages.

ING's Restructuring Programs may not yield intended reductions in
costs, risk and leverage.

ING's agreements with the Dutch State impose certain restrictions
regarding the issuance or repurchase of its shares and the
compensation of certain senior management positions.
Whenever the overall return on the (remaining) core Tier 1 securities
issued to the Dutch State is expected to be lower than 10% p.a., the
European Commission may consider the imposition of additional
behavioural constraints.
Risk Factors Relating to the
The relevant Issuer will pay principal and interest on the Instruments
Instruments
in a specified currency. This presents certain risks relating to
currency conversions if an investor's financial activities are
denominated principally in a currency other than the specified
currency.

All payments to be made by the relevant Issuer in respect of the
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Document Outline

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