Obligation ING Groep N.V. 3% ( XS1394764929 ) en EUR

ING Groep N.V.

100 % ⇌

Pays-Bas

XS1394764929 ( en EUR )

3% par an ( paiement annuel )

10/04/2028 - Obligation échue

Prospectus brochure de l'obligation ING Bank N.V XS1394764929 en EUR 3%, échue

100 000 EUR

1 000 000 000 EUR

ING Bank N.V. est une banque multinationale néerlandaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs, à travers le monde.

L'Obligation émise par ING Groep N.V. ( Pays-Bas ) , en EUR, avec le code ISIN XS1394764929, paye un coupon de 3% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/04/2028

Final Terms dated 7 April 2016
ING Bank N.V.
Issue of 1,000,000,000 Fixed Rate Subordinated Notes due 11 April 2028
under the 55,000,000,000 Debt Issuance Programme
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis
that any offer of Notes in any Member State of the European Economic Area which has implemented
Directive 2003/71/EC, as amended from time to time (the "Prospectus Directive"), (each, a "Relevant
Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes.
Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes
may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
Part A -- Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the
Notes (the "Conditions") set forth in the Base Prospectus dated 12 May 2015 as supplemented from time to
time, which constitutes a base prospectus for the purposes of Directive 2003/71/EC, as amended from time to
time (the "Prospectus Directive"). This document constitutes the Final Terms applicable to the issue of Notes
described herein for the purposes of Article 5.4 of the Prospectus Directive (as implemented by the Dutch
Financial Supervision Act (Wet op het financieel toezicht) and its implementing regulations) and must be read
in conjunction with such Base Prospectus. Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus
is available for viewing at the Issuer's website (www.ing.com/Investor-relations/Fixed-income-
information.htm) and copies may be obtained from ING Groep N.V., c/o ING Bank N.V. at Foppingadreef 7,
1102 BD Amsterdam, The Netherlands.
Prospective investors should carefully consider the section "Risk Factors" in the Base Prospectus.
General Description of the Notes
1
Issuer:
ING Bank N.V.
2
(i) Series Number:
174
(ii) Tranche Number:
1
(iii) Date on which the Notes will be
Not Applicable
consolidated and form a single series:
3
Specified Currency or Currencies:
Euro ()
4
Aggregate Nominal Amount:
1,000,000,000
(i) Tranche:
1,000,000,000
(ii) Series:
1,000,000,000
5
Issue Price:
99.664% of the Aggregate Nominal Amount
6
(i) Specified Denominations:
100,000
(ii) Calculation Amount:
Not Applicable
7
(i) Issue Date:
11 April 2016
(ii) Interest Commencement Date:
Issue Date
8
Maturity Date:
11 April 2028
1

9
Interest Basis:
Fixed Rate
(further particulars specified below)
10
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their Aggregate
Nominal Amount.
11
Change of Interest Basis :
Not Applicable
12
Put/Call Options:
Issuer Call
(further particulars specified below)
13
(i) Status of the Notes:
Subordinated
(ii) Status of the Subordinated Notes:
Tier 2 Notes
Provisions relating to Interest (if any) payable
14
Fixed Rate Note Provisions
Applicable
(i) Rate(s) of Interest:
From (and including) the Issue Date up to (but
excluding) the Optional Redemption Date, 3.00% per
annum payable annually in arrear. From (and
including) the Optional Redemption Date up to (but
excluding) the Maturity Date, the aggregate of
2.85% and the Mid Swap Rate per annum
determined by the Agent payable annually in arrear.
"Mid Swap Rate" means the annual mid swap rate
for Euro swap transactions with a maturity of 5
years, expressed as a percentage, displayed on
Reuters screen page "ISDAFIX2" (or such other
page as may replace that page on Reuters, or such
other service as may be nominated by the person
providing or sponsoring the information appearing
there for the purposes of displaying comparable
rates) at 11.00 a.m. (Brussels time) on the second
Business Day prior to the Optional Redemption
Date.
(ii) Interest Payment Date(s):
11 April in each year commencing on (and
including) 11 April 2017 up to and including the
Maturity Date, adjusted in accordance with the
Business Day Convention specified in sub-paragraph
14(vii).
(iii) Fixed Coupon Amount(s):
For each Fixed Interest Period, as defined in
Condition 4(a), the Fixed Coupon Amount will be an
amount equal to the Specified Denomination
multiplied by the Rate of Interest multiplied by the
Day Count Fraction with the resultant figure being
rounded to the nearest sub-unit of the Specified
Currency, half of any such sub-unit being rounded
upwards
(iv) Broken Amount(s):
Not Applicable
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(v) Day Count Fraction:
Actual/Actual (ICMA)
(vi) Determination Dates:
11 April in each year
(vii) Business Day Convention:
Following Business Day Convention (Unadjusted)
(viii)Interest Amount Adjustment:
Not Applicable
(ix) Additional Business Centre(s):
No Additional Business Centre(s)
(x) Party responsible for calculating the Agent
Interest Amount(s):
(xi) Other terms relating to the method of None
calculating interest for Fixed Rate Notes:
15
Floating Rate Note Provisions
Not Applicable
16
Zero Coupon Note Provisions
Not Applicable
Provisions relating to Redemption
17
Issuer Call
Applicable
(i) Optional Redemption Date(s):
11 April 2023
(ii) Optional Redemption Amount of each 100,000 per Note of 100,000 Specified
Note:
Denomination
(iii) If redeemable in part:
Not Applicable. No partial call applicable.
(iv) Notice period:
As per Conditions
18
Investor Put
Not Applicable
19
Regulatory Call
Applicable
(i) Optional Redemption Amount of each 100,000 per Note of 100,000 Specified
Note:
Denomination
20
Final Redemption Amount of each Note:
100,000 per Specified Denomination
21
Early Redemption Amount
(i) Early Redemption Amount of each Note
100,000 per Specified Denomination
payable on redemption for taxation reasons or
on event of default:
(ii) Notice period:
As per Conditions
General Provisions Applicable to the Notes
22
Form of Notes:
(i)
Form:
Bearer Notes:
Temporary Global Note exchangeable for a
Permanent Global Note which is exchangeable for
Definitive Notes only on the occurrence of an
Exchange Event, subject to mandatory provisions of
applicable laws and regulations
(ii)
New Global Note:
No
23
Additional Financial Centre(s) or other
Not Applicable
special provisions relating to Payment Dates:
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24
Talons for future Coupons to be attached to
No
Definitive Notes (and dates on which such
Talons mature):
25
Other final terms relating to SIS Notes:
Not Applicable
26
Condition 16A (Exchange of Subordinated
Applicable (see Annex for Form of Final Terms of
Notes)
the New Notes)
Date prior to which exchange notice must
26 March 2018
have been given:
Responsibility
The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in these Final Terms is in accordance with the facts and does not omit anything likely
to affect the import of such information.
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Signed on behalf of the Issuer:
By:..........................................
Duly authorised
By:..........................................
Duly authorised
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Part B -- Other Information
1.
Listing and Trading
(i) Listing and admission to trading
Application is expected to be made by the Issuer (or
on its behalf) for the Notes to be admitted to trading
on Euronext Amsterdam with effect from the Issue
Date.
(ii) Estimate of total expenses related to
admission to trading:
8,800
2.
Ratings
Ratings:
The Notes to be issued are expected to be rated:
Standard & Poor's: BBB
Moody's: Baa2
Fitch: A-
3.
Interests of Natural and Legal Persons involved in the Issue
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the
issue of the Notes has an interest material to the offer. The Managers and their affiliates have engaged,
and may in the future engage, in investment banking and/or commercial banking transactions with, and
may perform other services for, the Issuer and its affiliates in the ordinary course of business.
4.
Yield (Fixed Rate Notes only)
Indication of yield:
3.054% per annum.
As set out above, the yield is calculated at the Issue
Date on the basis of the Issue Price for the period up
to the Optional Redemption Date. It is not an
indication of future yield. As the Rate of Interest will
be reset (subject to exercise of the Issuer Call) at the
Optional Redemption Date, an indication of the yield
for the period up to the Maturity Date has not been
provided.
5.
Operational Information
(i) ISIN:
XS1394764929
(ii) Common Code:
139476492
(iii) Other relevant code:
Not Applicable
(iv) Any clearing system(s) other than Not Applicable
Euroclear Bank SA/NV and Clearstream
Banking, société anonyme, Euroclear
Netherlands and the Depository Trust
Company and the relevant identification
number(s):
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(v) Swiss Securities Number:
Not Applicable
(vi) Delivery:
Delivery against payment
(vii) Name and address of Swiss Paying Not Applicable
Agent:
(viii)Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
(ix) Name and address of Calculation Agent:
Not Applicable
(x) Intended to be held in a manner which No
would allow Eurosystem eligibility:
Whilst the designation is set at "No", should the
Eurosystem eligibility criteria be amended in the
future the Notes may then be deposited with one of
the International Central Securities Depositories as
Common Safekeeper. Note that this does not
necessarily mean that the Notes will ever be
recognised as eligible collateral for Eurosystem
monetary policy and intraday credit operations by the
Eurosystem at any time during their life. Such
recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have
been met.
6.
Distribution
(i) Method of distribution:
Syndicated
(ii) If syndicated, names of Managers:
Joint Global Coordinators
ING Bank N.V.
UBS Limited
Joint Lead Managers
ING Bank N.V.
UBS Limited
Banco Bilbao Vizcaya Argentaria, S.A.
BNP PARIBAS
Merrill Lynch International
Co-Managers
Bayerische Landesbank
Erste Group Bank AG
UniCredit Bank AG
(iii) Stabilising Manager(s) (if any):
Not Applicable
(iv) If non-syndicated, name of Dealer:
Not Applicable
(v) Total commission and concession:
Not Applicable
(vi) U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA D
(vii)ERISA:
Not Applicable
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Annex
Form of Final Terms of the New Notes
This Form of Final Terms of the New Notes has been completed as far as possible on the date of the Final
Terms of Notes issued by ING Bank N.V. (the "Existing Notes") to which this Form is annexed, in
substantially the form in which, if issued, the Final Terms of the New Notes will be issued upon an exchange
of the Existing Notes as set out in Condition 16A thereof.
Final Terms dated []
ING Groep N.V.
Issue of [] Fixed Rate Subordinated Notes due 11 April 2028
under the 55,000,000,000 Debt Issuance Programme
The Notes (or "New Notes") described in these Final Terms are issued by ING Groep N.V. in exchange for
the [] Fixed Rate Subordinated Notes due 11 April 2028 (the "Existing Notes", ISIN XS1394764929)
issued by ING Bank N.V. on 11 April 2016 as set out in Condition 16A of the Conditions applicable thereto.
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis
that any offer of Notes in any Member State of the European Economic Area which has implemented
Directive 2003/71/EC, as amended from time to time (the "Prospectus Directive"), (each, a "Relevant
Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes.
Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes
may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
Part A -- Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the
Notes (the "Conditions") set forth in the Base Prospectus dated 12 May 2015 as supplemented from time to
time, [which constitutes a base prospectus for the purposes of Directive 2003/71/EC, as amended from time to
time (the "Prospectus Directive")]. This document constitutes the Final Terms applicable to the issue of Notes
described herein [for the purposes of Article 5.4 of the Prospectus Directive (as implemented by the Dutch
Financial Supervision Act (Wet op het financieel toezicht) and its implementing regulations)] and must be read
in conjunction with such [Base] Prospectus. Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of these Final Terms and the [Base] Prospectus. The [Base]
Prospectus is available for viewing at the Issuer's website (www.ing.com/Investor-relations/Fixed-income-
information.htm) and copies may be obtained from ING Groep N.V., c/o ING Bank N.V. at Foppingadreef 7,
1102 BD Amsterdam, The Netherlands.
[The following alternative language applies if the first tranche of an issue which is being increased was
issued under a Base Prospectus with an earlier date. In the case of fungible issues, consideration should be
given as to the need for a drawdown prospectus.]
Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the
Base Prospectus dated [original date]. This document constitutes the Final Terms of the Notes described
herein [for the purposes of Article 5.4 of Directive 2003/71/EC, as amended from time to time (the
"Prospectus Directive") (as implemented by the Dutch Financial Supervision Act and its implementing
regulations)] and must be read in conjunction with the Base Prospectus dated 12 May 2015 as supplemented
from time to time, [which constitutes a base prospectus for the purposes of the Prospectus Directive], save in
respect of the Conditions which are extracted from the Base Prospectus dated [original date] and are
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incorporated by reference in the Base Prospectus dated 12 May 2015. Full information on the Issuer and the
offer of the Notes is only available on the basis of the combination of these Final Terms and the Base
Prospectuses dated [original date] (with respect to the Conditions set forth therein) and 12 May 2015 (other
than with respect to the Conditions set forth therein) as supplemented from time to time. The Base Prospectus
as supplemented from time to time, is available for viewing at the Issuer's website (www.ing.com/Investor-
relations/Fixed-income-information.htm) and copies may be obtained from ING Groep N.V., c/o ING Bank
N.V. at Foppingadreef 7, 1102 BD Amsterdam, The Netherlands.]
Prospective investors should carefully consider the section "Risk Factors" in the Base Prospectus.
[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering
should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or
sub-paragraphs. Italics denote guidance for completing the Final Terms.]
[When completing any final terms, or adding any other final terms or information, consideration should be
given as to whether such terms or information constitute "significant new factors" and consequently trigger
the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive
(as implemented by the Dutch Financial Supervision Act and its implementing regulations).]
General Description of the Notes
1
Issuer:
ING Groep N.V.
2
(i) Series Number:
[]
[different from Existing Notes]
(ii) Tranche Number:
[]
(iii) Date on which the Notes will be
[The Notes will be consolidated and form a single
consolidated and form a single series:
Series with [identify earlier Tranches] on [specify
date/the Issue Date/exchange of the Temporary
Global Note for interests in the Permanent Global
Note, as referred to in paragraph 21 below, which is
expected to occur on or about [date]] [Not
Applicable]
3
Specified Currency or Currencies:
Euro ()
4
Aggregate Nominal Amount:
[]
[same as aggregate nominal amount of the Existing
Notes outstanding at the time of the exchange]
(i) Tranche:
[]
(ii) Series:
[]
5
Issue Price:
Not Applicable. The Notes are issued in exchange for
the Existing Notes.
6
(i) Specified Denominations:
100,000
(ii) Calculation Amount:
Not Applicable
7
(i) Issue Date:
[]
[different from Existing Notes]
(ii) Interest Commencement Date:
[Issue Date/specify other/Not Applicable]
[If the New Notes are issued on a day that is not an
Interest Payment Date for the Existing Notes, interest
A31589209
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on the New Notes will be calculated from and
including the Interest Payment Date for the Existing
Notes last occurred. This paragraph should then
state that date and provide as follows: Since the New
Notes are issued in exchange for the Existing Notes,
interest on the New Notes will be calculated from
and including the Interest Payment Date for the
Existing Notes last occurred.]
8
Maturity Date:
11 April 2028
9
Interest Basis:
Fixed Rate
(further particulars specified below)
10
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption, the Notes will be redeemed on the
Maturity Date at 100 per cent. of their Aggregate
Nominal Amount.
11
Change of Interest Basis :
Not Applicable
12
Put/Call Options:
Issuer Call
(further particulars specified below)
13
(i) Status of the Notes:
Subordinated
(ii) Status of the Subordinated Notes:
Tier 2 Notes
[(iii)] Date [Executive/Supervisory Board]
[] [and [], respectively]]
approval for issuance of Notes obtained:
(NB: Only relevant where Board (or similar)
authorisation is required for the particular Tranche
of Notes)
Provisions relating to Interest (if any) payable
14
Fixed Rate Note Provisions
Applicable
(i) Rate(s) of Interest:
From (and including) the Issue Date [(subject to
paragraph 7(ii))] up to (but excluding) the Optional
Redemption Date, 3.00% per annum payable
annually in arrear. From (and including) the Optional
Redemption Date up to (but excluding) the Maturity
Date, the aggregate of 2.85% and the Mid Swap Rate
per annum determined by the Agent payable
annually in arrear.
"Mid Swap Rate" means the annual mid swap rate
for Euro swap transactions with a maturity of 5
years, expressed as a percentage, displayed on
Reuters screen page "ISDAFIX2" (or such other
page as may replace that page on Reuters, or such
other service as may be nominated by the person
providing or sponsoring the information appearing
there for the purposes of displaying comparable
rates) at 11.00 a.m. (Brussels time) on the second
Business Day prior to the Optional Redemption
Date.
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Document Outline

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