Obligation ING Groep 15.5% ( XS1242777446 ) en USD

ING Groep

100 % ▲

Pays-bas

XS1242777446 ( en USD )

15.5% par an ( paiement semestriel )

05/07/2016 - Obligation échue

Prospectus brochure de l'obligation ING Bank XS1242777446 en USD 15.5%, échue

1 000 000 USD

1 000 000 000 USD

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 XS1242777446, paye un coupon de 15.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/07/2016

ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Americas Issuance B.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
40,000,000,000
Global Issuance Programme
Base Prospectus for the issuance of Credit Linked Notes and Bond
Linked Notes
This Base Prospectus for the issuance of Credit Linked Notes and Bond Linked Notes (this "Base Prospectus") constitutes a base prospectus for the
purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC), as amended, to the extent that such amendments have been implemented in the
relevant Member State of the European Economic Area, (the "Prospectus Directive") and is one of a number of prospectuses which relate to the
40,000,000,000 Global Issuance Programme (the "Programme").
Under this Base Prospectus, (i) ING Bank N.V. (the "Global Issuer", which expression shall include any Substituted Debtor (as defined in Condition 17 of
the General Conditions of the Notes), "ING Bank" or the "Bank") may from time to time issue notes (the "Notes" as more fully defined herein) and (ii)
ING Americas Issuance B.V. (the "Americas Issuer", which expression shall include any Substituted Debtor (as defined in Condition 17 of the General
Conditions of the Notes)) 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 Americas Issuer, the "Guarantor").
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (the "AFM") for the purposes of the Prospectus Directive on 3
July 2014 in respect of the issue by the Issuers of PD Notes (as defined below). The AFM has provided the competent authorities in each of Belgium,
Finland, France, Italy, Luxembourg, Malta, Portugal and Sweden with a certificate of approval attesting that this Base Prospectus has been drawn up in
accordance with the Prospectus Directive.
Notes to be issued under this Base Prospectus during the period of twelve months from the date of this Base Prospectus, which are:
(a) offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive,
whether or not such Notes are listed and admitted to trading on any market; or
(b) (i) admitted to trading on Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam"); (ii) admitted to the
official list of the Luxembourg Stock Exchange (the "Official List"); (iii) admitted to trading on the regulated market of the Luxembourg Stock Exchange
(the "Luxembourg Stock Exchange"); (iv) (with respect to the Global Issuer only) admitted to trading on the regulated market of Euronext Paris S.A.
("Euronext Paris"); (v) (with respect to the Global Issuer only) admitted to trading on a regulated market of Borsa Italiana S.p.A. (the "Italian Stock
Exchange"); (vi) admitted to trading on another regulated market within the European Economic Area; or (vii) admitted to trading on an unregulated market
as defined under the Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments, as amended from time to time
(the "Markets in Financial Instruments Directive"),
are hereinafter referred to as "PD Notes". PD Notes may be issued in any denomination as agreed between the relevant Issuer and the relevant Dealer(s) (as
defined herein), and any PD Notes which have a denomination of less than 100,000 (or its equivalent in any other currency) are referred to hereinafter as
"Non-Exempt PD Notes" and any PD Notes which have a denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of
the Notes) are referred to hereinafter as "Exempt PD Notes".
The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on any regulated market within the European Economic Area and, where such
Notes are, in addition, issued with a minimum denomination of at least 100,000 (or its equivalent in any other currency at the date of issue of the Notes) or
otherwise fall within an exemption from the requirement to publish a prospectus under the Prospectus Directive, such Notes are hereinafter referred to as
"Exempt Notes".
The Global Issuer may from time to time issue PD Notes (which may be Non-Exempt PD Notes or Exempt PD Notes) and Exempt Notes. The Americas
Issuer may from time to time issue Exempt PD Notes and Exempt Notes.
The AFM has neither approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Notes.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" of this Base Prospectus.
This Base Prospectus should be read and construed in conjunction with the Base Prospectus for the issuance of Medium Term Notes and Inflation
Linked Notes in respect of the 40,000,000,000 Global Issuance Programme of ING Bank N.V., ING Bank N.V., Sydney Branch and ING Americas
Issuance B.V. dated 27 June 2014 (the "Level 1 Programme Prospectus") and the relevant Registration Document (as defined herein).

Arranger
ING
BASE PROSPECTUS (LEVEL 2)
Dated 3 July 2014

TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME IN RELATION TO NON-EXEMPT PD NOTES ................................ 3
RISK FACTORS ...............................................................................................................................................41
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................85
OVERVIEW OF THE PROGRAMME .............................................................................................................87
DESCRIPTION OF THE NOTES, KEY FEATURES OF THE NOTES AND AN EXPLANATION OF HOW
THE VALUE OF THE NOTES IS AFFECTED BY THE VALUE OF THE REFERENCE ITEM(S) ....99
CONSENT TO USE OF THIS BASE PROSPECTUS ...................................................................................139
NOMINAL AMOUNT OF THE PROGRAMME ...........................................................................................144
TERMS AND CONDITIONS OF CREDIT LINKED NOTES ......................................................................145
FORM OF FINAL TERMS FOR CREDIT LINKED NOTES .......................................................................221
ANNEX ISSUE SPECIFIC SUMMARY OF CREDIT LINKED NOTES .....................................................307
TERMS AND CONDITIONS OF BOND LINKED NOTES .........................................................................364
FORM OF FINAL TERMS FOR BOND LINKED NOTES ..........................................................................389
ANNEX ISSUE SPECIFIC SUMMARY OF BOND LINKED NOTES ........................................................473
TAXATION .....................................................................................................................................................526
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS .........................................................................566
SUBSCRIPTION AND SALE ........................................................................................................................568
ADDITIONAL AUSTRALIAN AND CANADIAN INFORMATION ..........................................................595
GENERAL INFORMATION ..........................................................................................................................601

2

SUMMARY OF THE PROGRAMME IN RELATION TO NON-EXEMPT PD NOTES
This summary applies only to Non-Exempt PD Notes issued by ING Bank N.V. (the "Global Issuer").
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A to E (A.1 to E.7). This summary contains all the Elements required to be included in a
summary for the Notes and the Global Issuer. Because some Elements are not required to be addressed, there
may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be
inserted in a summary because of the nature of the Notes and the Global Issuer, it is possible that no relevant
information can be given regarding the Element. In this case, a short description of the Element should be
included in the summary with the mention of "Not Applicable".
Section A Introduction and warnings
Element

A.1
This summary must be read as an introduction to the Base Prospectus. Any decision to invest
in the Notes should be based on a consideration of the Base Prospectus as a whole, including
any documents incorporated by reference. Where a claim relating to the information contained
in the Base Prospectus is brought before a court, the plaintiff may, under the national
legislation of Member States of the European Economic Area where the claim is brought, be
required to bear the costs of translating the Base Prospectus before the legal proceedings are
initiated. Civil liability attaches only to those persons who have tabled the summary, including
any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when
read together with the other parts of the Base Prospectus or it does not provide, when read
together with the other parts of the Base Prospectus, key information in order to aid investors
when considering whether to invest in the Notes.
A.2
Consent by the Issuer to In connection with any Public Offer of Non-Exempt PD Notes,
the use of the Base the Global Issuer accepts responsibility, in a Public Offer
Prospectus
for Jurisdiction, for the content of the Base Prospectus under Article 6
subsequent resale or final of the Prospectus Directive in relation to any person (an
placement by financial "Investor") to whom an offer of any Non-Exempt PD Notes is
intermediaries during the made by any financial intermediary to whom the Global Issuer
offer period indicated and has given its consent to use the Base Prospectus (an "Authorised
the conditions attached to Offeror"), where the offer is made in compliance with all
such consent.
conditions attached to the giving of the consent. Such consent and
conditions are described below under "Consent" and "Common
conditions to consent".
Consent
Subject to the conditions set out below under "Common
conditions to consent":
(A) the Global Issuer consents to the use of the Base Prospectus
(as supplemented as at the relevant time, if applicable) in
connection with a Public Offer of Non-Exempt PD Notes in
a Public Offer Jurisdiction by the relevant Dealer and by:
(i) any financial intermediary named as an Initial
Authorised Offeror in the Final Terms; and
(ii) any financial intermediary appointed after the date of

3

Element

the Final Terms and whose name is published on the
Global
Issuer's
website
(https://www.ingmarkets.com/en-nl/ing-markets)
and
identified as an Authorised Offeror in respect of the
relevant Public Offer; and
(B) if (and only if) Part B of the Final Terms specifies "General
Consent" as "Applicable", the Global Issuer hereby offers to
grant its consent to the use of the Base Prospectus (as
supplemented as at the relevant time, if applicable) in
connection with a Public Offer of Non-Exempt PD Notes in
a Public Offer Jurisdiction by any financial intermediary
which satisfies the following conditions:
(i) it is authorised to make such offers under the applicable
legislation implementing the Markets in Financial
Instruments Directive; and
(ii) it accepts such offer by publishing on its website of a
statement that it agrees to use the Base Prospectus in
accordance with the Authorised Offeror Terms and
subject to the conditions to such consent.
Common conditions to consent
The conditions to the Global Issuer's consent are (in addition to
the conditions described in paragraph (B) above if Part B of the
Final Terms specifies "General Consent" as "Applicable") that
such consent:
(a) is only valid in respect of the relevant Tranche of Non-
Exempt PD Notes;
(b) is only valid during the Offer Period specified in the Final
Terms; and
(c) only extends to the use of the Base Prospectus to make
Public Offers of the relevant Tranche of Non-Exempt PD
Notes in one or more of the Public Offer Jurisdictions, as
specified in the Final Terms.
An investor intending to acquire or acquiring Notes in a Public
Offer from an Authorised Offeror other than the Global Issuer will
do so, and offers and sales of such Notes to an investor by such
Authorised Offeror will be made, in accordance with any terms
and other arrangements in place between such Authorised Offeror
and such investor, including as to price, allocations, expenses and
settlement arrangements.
Each investor must look to the relevant Authorised Offeror at
the time of any such Public Offer for the provision of
information regarding the terms and conditions of the Public
Offer and the Authorised Offeror will be solely responsible for
such information.

4

Section B Issuer
Element
Title

B.1
Legal and commercial
ING Bank N.V. (the "Global Issuer" or the "Issuer")
name of the Issuer

B.2
The domicile and legal
The Global Issuer is a public limited company (naamloze
form of the Issuer, the
vennootschap) incorporated under the laws of The Netherlands on
legislation under which
12 November 1927, with its corporate seat (statutaire zetel) in
the Issuer operates and
Amsterdam, The Netherlands.
its country of
incorporation
B.4b
A description of any
The results of operations of the Global Issuer are affected by
known trends affecting
demographics and by a variety of market conditions, including
the Issuer and the
economic cycles, banking industry cycles and fluctuations in
industries in which it
stock markets, interest and foreign exchange rates, political
operates
developments and client behaviour changes.
In 2013, the external environment continued to have an impact on
the Global Issuer as austerity measures prevailed in the Eurozone
and gross domestic product growth stagnated across the European
Union. While the economic conditions in the Eurozone improved
in the second quarter of 2013 with positive gross domestic
product growth and one major risk a catastrophic break-up of
the Eurozone greatly diminished in 2013, the threat of a
prolonged low interest rate environment increased when the
European Central Bank announced in November 2013 a further
interest rate cut to a record low. While economic growth is
recovering slowly, global equity markets performed strongly in
2013. However, in emerging market economies, equity indices
were impacted by amongst others, the reduction of expansive
monetary stimulus by the Board of Governors of the Federal
Reserve System.
The operations of the Global Issuer are exposed to fluctuations in
equity markets. The Global Issuer maintains an internationally
diversified
and
mainly
client-related
trading
portfolio.
Accordingly, market downturns are likely to lead to declines in
securities trading and brokerage activities which it executes for
customers and therefore to a decline in related commissions and
trading results. In addition to this, the Global Issuer also
maintains equity investments in its own non-trading books.
Fluctuations in equity markets may affect the value of these
investments.
The operations of the Global Issuer are exposed to fluctuations in
interest rates. The Global Issuer's management of interest rate
sensitivity affects its results of operations. Interest rate sensitivity

5

Element
Title

refers to the relationship between changes in market interest rates
on the one hand and future interest earnings and economic value
of its underlying banking portfolios on the other hand. Both the
composition of the Global Issuer's assets and liabilities and the
fact that interest rate changes may affect client behaviour in a
different way than assumed in the Global Issuer's internal models
may result in a mismatch which causes the banking longer term
operations' net interest income and trading results to be affected
by changes in interest rates.
The Global Issuer is exposed to fluctuations in exchange rates.
The Global Issuer's management of exchange rate sensitivity
affects its results of operations through the trading activities for
its own account and because the Global Issuer prepares and
publishes its consolidated financial statements in Euros. Because
a substantial portion of the Global Issuer's income and expenses
is denominated in currencies other than Euros, fluctuations in the
exchange rates used to translate foreign currencies into Euros will
impact its reported results of operations and cash flows from year
to year. This exposure is mitigated by the fact that realised results
in non-euro currencies are translated into Euros by monthly
hedging.
B.5
A description of the
The Global Issuer is part of ING Groep N.V. ("ING Group").
Issuer's group and the
ING Group is the holding company of a broad spectrum of
Issuer's position within
companies
(together
called
"ING")
offering
banking,
the group
investments, life insurance and retirement services to meet the
needs of a broad customer base. The Global Issuer is a wholly-
owned, non-listed subsidiary of ING Group and currently offers
Retail Banking services to individuals and small and medium-
sized enterprises in Europe, Asia and Australia and Commercial
Banking services to customers around the world, including
multinational corporations, governments, financial institutions
and supranational organisations.
B.9
Profit forecast or
Not Applicable. The Global Issuer has not made any public profit
estimate
forecasts or profit estimates.
B.10
Qualifications in the
Not Applicable. The audit reports on the audited financial
Auditors' report
statements of the Global Issuer for the years ended 31 December
2012 and 31 December 2013 are unqualified.
B.12
Selected historical key
Key Consolidated Figures ING Bank N.V.(1)
financial information /
(EUR millions)

2013

2012

Significant or material
adverse change
Balance sheet(2)

Total assets ................................
787,644

834,433

Total equity ................................

33,760

35,807

Deposits and funds

624,339

633,756

6

Element
Title

borrowed(3) ................................
Loans and advances

508,338

541,546

Results(4)

Total income .............................. ..
15,327

16,298

Operating expenses ................... .............
8,805

9,630

Additions to loan loss

2,289

2,125

provisions ................................
Result before tax ....................... .........
4,233

4,543

Taxation ..................................... .......................
1 .,.080
1,171

Net result (before minority

3,153

3,372

interests) ................................
Attributable to

3,063

3,281

Shareholders of the parent................................
Ratios (in %)

BIS ratio(5) ................................
16.46

16.96

Tier-1 ratio(6) .............................. ..
13.53

14.40

Notes:

(1) These figures have been derived from the audited annual

accounts of ING Bank N.V. in respect of the financial years
ended 31 December 2013 and 2012, respectively, provided
that certain figures in respect of the financial year ended 31
December 2012 have been restated to reflect new pension
accounting requirements under IFRS that took effect on 1
January 2013.
(2) At 31 December.

(3) Figures including Banks and Debt securities.

(4) For the year ended 31 December.

(5) BIS ratio = BIS capital as a percentage of Risk Weighted
Assets. Note: These Risk Weighted Assets are based on Basel
II.
(6) Tier-1 ratio = Available Tier-1 capital as a percentage of Risk
Weighted Assets. Note: These Risk Weighted Assets are
based on Basel II.
Significant or Material Adverse Change
At the date hereof, there has been no significant change in the
financial position of ING Bank N.V. and its consolidated
subsidiaries since 31 December 2013, except for:
(i)
the transfer in the first quarter of 2014 of all future
funding and indexation obligations under ING's
current closed defined benefit pension plan in The

7

Element
Title

Netherlands to the Dutch ING Pension Fund, as
described on page 127 of the ING Bank N.V. annual
report for the year ended 31 December 2013; and
(ii)
a dividend of EUR 1.225 billion paid by ING Bank
N.V. to ING Groep N.V., as disclosed on page 12 of
the unaudited ING Group quarterly report for the first
quarter of 2014.
At the date hereof, there has been no material adverse change in
the prospects of ING Bank N.V. since 31 December 2013, except
for:
(i)
a dividend of EUR 1.225 billion paid by ING Bank
N.V. to ING Groep N.V., as disclosed on page 12 of
the unaudited ING Group quarterly report for the first
quarter of 2014.
B.13
Recent material events
Not Applicable. There are no recent events particular to the
particular to the Issuer's
Global Issuer which are to a material extent relevant to the
solvency
evaluation of the Global Issuer's solvency.
B.14
Dependence upon other
The description of the group and the position of the Global Issuer
group entities
within the group is given under B.5 above.
Not Applicable. The Global Issuer is not dependent upon other
entities within ING Group.
B.15
A description of the
The Global Issuer currently offers Retail Banking services to
Issuer's principal
individuals and small and medium-sized enterprises in Europe,
activities
Asia and Australia and Commercial Banking services to
customers around the world, including multinational corporations,
governments,
financial
institutions
and
supranational
organisations.
B.16
Extent to which the The Global Issuer is a wholly-owned, non-listed subsidiary of
Issuer is directly or ING Groep N.V.
indirectly
owned
or
controlled
B.17
Credit ratings assigned
The Global Issuer has a senior debt rating from Standard & Poor's
to the Issuer or its debt
Credit Market Services Europe Limited ("Standard & Poor's"),
securities
Moody's Investors Services Ltd. ("Moody's") and Fitch France
S.A.S. ("Fitch"), details of which are contained in the
Registration Document. Standard & Poor's, Moody's and Fitch
are established in the European Union and are registered under
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 of Notes to be issued under the Programme may be
rated or unrated. Where a Tranche of Notes is to be rated, such

8

Element
Title

rating will not necessarily be the same as the rating assigned to
the Global Issuer, the Programme or Notes already issued under
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.
Section C Securities
Element
Title

C.1
A description of the type
The Notes described in this summary are debt securities which
and class of securities
may be issued under the 40,000,000,000 Global Issuance
being offered and/or
Programme.
admitted to trading,
The Notes will be issued in series (each a "Series") having one
including any security
or more issue dates and on terms otherwise identical (or identical
identification number
other than in respect of the issue date and first payment of
interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series
may be issued in tranches (each a "Tranche") on the same or
different issue dates. The specific terms of each Tranche will be
completed in the final terms (the "Final Terms").
The securities identification number for any Series of Notes will
be specified in the Final Terms and in the relevant issue specific
summary annexed to such Final Terms.

The Notes may be:
(i) Single Name Credit Linked Notes, Linear Basket Credit
Linked Notes or Index Credit Linked Notes (together,
"Credit Linked Notes"); or
(ii) Single Bond Linked Notes or Linear Basket Bond Linked
Notes (together, "Bond Linked Notes").
In addition, the Notes may be Fixed Recovery Notes, Principal
Protected Notes, Fixed Recovery Bond Linked Notes, Fixed Rate
Notes, Floating Rate Notes, Zero Coupon Notes, Tailor-Made
Interest Notes, Step-Up Interest Notes, Floater Interest Notes,
Floater with Lock-In Interest Notes, Reverse Floater Interest
Notes, Ratchet Floater Interest Notes, Switchable (Fixed to
Floating) Interest Notes, Switchable (Floating to Fixed) Interest
Notes, Steepener Interest Notes, Steepener with Lock-In Interest
Notes,
Range
Accrual(Rates)
Interest
Notes,
Range
Accrual(Spread) Interest Notes, Inverse Range Accrual Interest
Notes, KO Range Accrual Interest Notes, Dual Range Accrual
Interest Notes, Snowball Interest Notes, SnowRanger Interest
Notes, Barrier(Rates) Interest Notes, Reference Item(Inflation)
Performance Linked Interest Notes, Reference Item(Inflation)

9

Element
Title

Indexed Interest Notes, Inflation Indexed Redemption Notes,
Inflation Indexed Redemption with Floor Notes or a combination
of the foregoing.
C.2
Currency of the securities
The currency of each Series of Notes issued will be agreed
issue
between the Global Issuer and the relevant Dealer (if any) at the
time of issue, subject to any applicable legal or regulatory
restrictions.
The currency for any Series of Notes will be specified in the
Final Terms and in the relevant issue specific summary annexed
to such Final Terms.
C.5
A description of any
The Global Issuer and the Dealers have agreed certain customary
restrictions on the free
restrictions on offers, sale and delivery of Notes and of the
transferability of the
distribution of offering material in the United States, the
securities
European Economic Area, Australia, Brazil, Bulgaria, Canada,
the Cayman Islands, Czech Republic, Chile, Finland, France,
Hong Kong, Hungary, India, Ireland, Italy, Japan, Malaysia,
Mexico, The Netherlands, Panama, the People's Republic of
China, the Republic of Korea, the Republic of the Philippines,
Romania, Russia, Singapore, Slovakia, Sweden, Switzerland,
Taiwan, Turkey, the United Kingdom, Uruguay and Venezuela.

For the purposes of Regulation S, Category 2 selling restrictions
shall apply.
In the case of Bearer Notes offered to non-U.S. persons, such
Notes will be issued in compliance with U.S. Treas. Reg. §1.163-
5(c)(2)(i)(D) (the "D Rules") unless (i) the Final Terms state that
the Notes are issued in compliance with U.S. Treas. Reg. §1.163-
5(c)(2)(i)(C) (the "C Rules") or (ii) the Notes are issued other
than in compliance with the D Rules or the C Rules but in
circumstances in which the Notes will not constitute "registration
required obligations" for U.S. federal income tax purposes,
which circumstances will be referred to in the Final Terms as a
transaction to which TEFRA is not applicable. In the case of a
distribution under Rule 144A, Notes will be issued in registered
form, as defined in U.S. Temp. Treas. Reg. §5f.103-1(c).
C.8
A description of rights
Status
attached to the Notes,
The Notes will constitute direct, unconditional, unsubordinated
including ranking and any
and unsecured obligations of the Global Issuer and will rank pari
limitations to those rights
passu among themselves and (save for certain debts required to
be preferred by law) equally with all other unsecured obligations
(other than subordinated obligations, if any) of the Global Issuer
from time to time outstanding.

Taxation

The Notes will not contain any provision that would oblige the
Global Issuer to gross up any amounts payable in respect of

10