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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 Share Linked Notes and
Participation Notes
This Base Prospectus for the issuance of Share Linked Notes and Participation 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"). This Base Prospectus replaces and supersedes the Base Prospectus for the issuance of Share Linked Notes and Participation Notes
dated 3 July 2014 of the Global Issuer and the Americas Issuer (each as defined below).
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 29 June
2015 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, France, Italy,
Luxembourg, and Malta 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 29 June 2015 (the "Level 1 Programme Prospectus") and the relevant Registration Document (as defined herein).
Arranger
ING
BASE PROSPECTUS (LEVEL 2)
Dated 29 June 2015

TABLE OF CONTENTS
Page
SUMMARY RELATING TO NON-EXEMPT PD NOTES ...............................................................................3
RISK FACTORS.............................................................................................................................................207
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................297
OVERVIEW OF THE PROGRAMME ..........................................................................................................299
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) .................................................................................................................................................312
CONSENT TO USE OF THIS BASE PROSPECTUS...................................................................................386
NOMINAL AMOUNT OF THE PROGRAMME ..........................................................................................392
TERMS AND CONDITIONS OF SHARE LINKED NOTES.......................................................................393
FORM OF FINAL TERMS FOR THE SHARE LINKED NOTES................................................................502
TERMS AND CONDITIONS OF PARTICIPATION NOTES .......................................................................637
FORM OF FINAL TERMS FOR PARTICIPATION NOTES ........................................................................659
TAXATION.....................................................................................................................................................681
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS.........................................................................724
SUBSCRIPTION AND SALE........................................................................................................................726
ADDITIONAL AUSTRALIAN AND CANADIAN INFORMATION..........................................................753
GENERAL INFORMATION..........................................................................................................................759
2

SUMMARY RELATING 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
Warning and
This summary must be read as an introduction to the Base Prospectus. Any
introduction
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
Programme summary
Issuer to the use
The Global Issuer may provide its consent to the use of the Base Prospectus
of the Base
and the applicable Final Terms for subsequent resale or final placement of
Prospectus for
Notes by financial intermediaries to whom the Issuer has given its consent
subsequent resale to use the Base Prospectus (an "Authorised Offeror"), provided that the
or final placement subsequent resale or final placement of Notes by such financial
by financial
intermediaries is made during the Offer Period specified in the applicable
intermediaries,
Final Terms. Such consent may be subject to conditions which are relevant
during the offer
for the use of the Base Prospectus.
period indicated,
In the context of any Public Offer of Notes, the Global Issuer accepts
and the conditions responsibility, in each of the Public Offer Jurisdictions, for the content of
attached to such
the Base Prospectus in relation to any person (an "Investor") who
consent
purchases any Notes in a Public Offer made by a Dealer or an Authorised
Offeror, where that offer is made during the Offer Period (as specified in the
applicable Final Terms).
Consent
The Global Issuer consents and (in connection with paragraph (D) below)
offers to grant its consent to the use of the Base Prospectus (as
3

Element
supplemented at the relevant time, if applicable) in connection with any
Public Offer of a Tranche of Notes in the Public Offer Jurisdictions
specified in the applicable Final Terms during the Offer Period specified in
the applicable Final Terms by:
Specific consent
(A)
the Dealer or Managers specified in the applicable Final Terms;
(B)
any financial intermediaries specified in the applicable Final
Terms; and
(C)
any other financial intermediary appointed after the date of the
applicable 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
General consent
(D)
if General Consent is specified in the applicable Final Terms as
applicable, any other financial intermediary which (a) is authorised
to make such offers under the Markets in Financial Instruments
Directive; and (b) accepts such offer by publishing on its website 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 (D) 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 applicable 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 applicable Final
Terms.
Issue specific summary
[Consent: Subject to the conditions set out below, the Issuer consents to the
use of the Base Prospectus in connection with a Public Offer (as defined
below) of Notes by the [Dealer][Manager][s][Issuer], [], [and] [each
financial intermediary whose name is published on the 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 any
financial intermediary which is authorised to make such offers under the
applicable legislation implementing Directive 2004/39/EC (the "Markets
4

Element
in Financial Instruments Directive") and publishes on its website the
following statement (with the information in square brackets duly
completed with the relevant information):
"We, [specify legal name of financial intermediary], refer to the offer of
[specify title of relevant Notes] (the "Notes") described in the Final Terms
dated [specify date] (the "Final Terms") published by ING Bank N.V. (the
"Issuer"). In consideration of the Issuer offering to grant its consent to
our use of the Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in [Belgium, France, Italy,
Luxembourg, Malta and The Netherlands] during the Offer Period in
accordance with the Authorised Offeror Terms (as specified in the Base
Prospectus), we accept the offer by the Issuer. We confirm that we are
authorised under the Markets in Financial Instruments Directive to make,
and are using the Base Prospectus in connection with, the Public Offer
accordingly. Terms used herein and otherwise not defined shall have the
same meaning as given to such terms in the Base Prospectus."
A "Public Offer" of Notes is an offer of Notes (other than pursuant to
Article 3(2) of the Prospectus Directive) in [Belgium, France, Italy,
Luxembourg, Malta and The Netherlands] during the Offer Period
specified below. Those persons to whom the Issuer gives its consent in
accordance with the foregoing provisions are the "Authorised Offerors"
for such Public Offer.
Offer Period: The Issuer's consent referred to above is given for Public
Offers of Notes during the period from [] to [] (the "Offer Period").
Conditions to consent: The conditions to the Issuer's consents [(in addition
to the conditions referred to above)] are such that consent: (a) is only valid
in respect of the relevant Tranche of Notes; (b) is only valid during the
Offer Period; [and] (c) only extends to the use of the Base Prospectus to
make Public Offers of the relevant Tranche of Notes in [Belgium, France,
Italy, Luxembourg, Malta and The Netherlands] [; and (d) []].
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.]
Section B Issuer
Element
Title
5

Element
Title
B.1
Legal and
ING Bank N.V. (the "Global Issuer" or the "Issuer")
commercial name
of the Issuer
B.2
The domicile and
The Global Issuer is a public limited company (naamloze vennootschap)
legal form of the
incorporated under the laws of The Netherlands on 12 November 1927, with
Issuer, the
its corporate seat (statutaire zetel) in Amsterdam, The Netherlands.
legislation under
which the Issuer
operates and its
country of
incorporation
B.4b
A description of
The results of operations of the Global Issuer are affected by demographics
any known trends and by a variety of market conditions, including economic cycles, banking
affecting the
industry cycles and fluctuations in stock markets, interest and foreign
Issuer and the
exchange rates, political developments and client behaviour changes.
industries in
Macroeconomic developments in 2014
which it operates
In 2014, the development trajectories of the US and the UK on the one hand,
and Europe on the other, diverged. The US economy continued to grow
steadily and the Federal Reserve (Fed) was able to end part of its
unconventional monetary policies, the monthly buying of securities (i.e.
quantitative easing). For investors worldwide, one question dominated the
picture in the second half of the year: when would the Fed start raising
rates? This is expected sometime in 2015. The UK also saw healthy
economic growth with interest rate increases expected there in 2015 as well.
Meanwhile in the Eurozone, the recovery remained weak, unstable and
uneven. Persistently low inflation (averaging 0.4 percent in 2014) and
worries about imminent deflation prompted the European Central Bank
(ECB) to take a series of unconventional measures. The main refinancing
rate was lowered to 0.05 percent in 2014, while the interest rate on deposits
held by banks at the ECB moved into negative territory, to -0.2 percent. The
ECB implemented conditional long-term refinance operations and
announced purchase programmes for covered bonds and asset-backed
securities.
The Dutch economy, with its housing market stabilised and domestic
demand no longer acting as a drag on growth, performed slightly better than
the Eurozone average.
Meanwhile the Italian recession continued. The French economy
underperformed while the German economy decelerated as the loss of
momentum in emerging markets, on-going tensions in eastern Ukraine and
sanctions imposed on and by Russia affected exports. A weakening euro
during 2014 was one positive for European exports.
With the European economic recovery still distinctly lacklustre, the last
quarter of 2014 saw the ECB repeatedly allude to possible additional
measures in 2015. Quantitative easing was subsequently announced in
6

Element
Title
January 2015.
Financial markets rallied for most of 2014, with US stock markets reaching
record highs. Yields on US Treasury bonds moved with changing
expectations for the timing of future Fed interest hikes. European stock
markets followed the US upwards, although as the year progressed the
effects of the crisis in Ukraine and the weakness of the European recovery
started to weigh more on markets. European bond yields fell and spreads
between European sovereigns decreased in line with ECB policy.
Progress on regulatory initiatives that are most relevant to the Global Issuer
November 2014, saw the start of the Single Supervisory Mechanism (SSM).
The ECB took over responsibility for the supervision of the major European
banks. The ECB had already prepared the ground with a comprehensive
assessment of all supervised banks to test the stability of the financial
system in stressed conditions.
In 2014, agreement was also reached on the Single Resolution Mechanism
(SRM) consisting of a Single Resolution Board (SRB) and a Single
Resolution Fund (SRF). The SRM will apply to banks covered by the SSM
to ensure an orderly resolution of failing banks within the Eurozone.
The Capital Requirements Directive IV (CRD IV) came into force on 1
January 2014. This, and later refinements, implemented European regulation
on capital, liquidity and other aspects such as remuneration. Broadly
speaking, CRD IV is an essential step towards a single rule book in the
European Union.
The Bank Recovery and Resolution Directive (BRRD) also came into effect
in 2014. This requires European banks and authorities to put recovery and
resolution plans in place and mandates the establishment of national
resolution funds to be financed by banks.
In 2014, EU agreement was reached regarding a revision of the Deposit
Guarantee Scheme (DGS) directive. EU Member States are obliged to build
up ex-ante deposit guarantee funds of an (in principle) minimum target size
of 0.8 percent of covered deposits in 10 years. Banks' contributions will be
risk based taking into account EBA guidance. The DGS directive will be
applicable as of 2015 and the Global Issuer will start to contribute to the
Dutch DGS fund as of mid-2015.
Further, there have been various regulatory developments that impact the
product offerings and therefore the customers of the Global Issuer directly,
currently or in future years. Other important reforms in this regard seek to
enhance an efficient and competitive internal market for consumers by
removing barriers to cross-border activity and promoting a level playing
field between providers, e.g. the European Mortgages Credit Directive.
Besides this, the improvement of the European payments market also
remains an important objective, and is addressed by the Payments Services
Directive II.
Finally, the Dutch Parliament has approved the introduction of the Banker's
Oath, a set of principles that reconfirms the industry's commitment to
7

Element
Title
ethical behaviour. From 1 January 2015, it includes a disciplinary sanction
mechanism for all Netherlands-based employees. Oath taking has been a
requirement already for Members of the Executive and Supervisory Boards
since 1 January 2013. The adopted legislation extends this to all internal and
external employees working in The Netherlands who have a contract of
employment with the Global Issuer.
Fluctuations in equity markets
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.
Fluctuations in interest rates
The operations of the Global Issuer are exposed to fluctuations in interest
rates. Mismatches in the interest repricing and maturity profile of assets and
liabilities in the balance sheet of the Global Issuer can affect the future
interest earnings and economic value of the underlying banking operations
of the Global Issuer. In addition, changing interest rates may impact the
(assumed) behaviour of our customers, impacting the interest rate exposure,
interest hedge positions and future interest earnings, solvency and economic
value of the underlying banking operations of the Global Issuer. In the
current low (and potentially negative) interest rate environment in the
Eurozone, the stability of future interest earnings and margin also depends
on the ability to actively manage pricing of customer assets and liabilities.
Especially, the pricing of customer savings portfolios in relation to repricing
customer assets and other investments in the balance sheet is a key factor in
the management of the interest earnings of the Global Issuer.
Fluctuations in exchange rates
The Global Issuer is exposed to fluctuations in exchange rates. The
management by the Global Issuer of exchange rate sensitivity affects the
results of its operations through the trading activities for its own account and
because it prepares and publishes its consolidated financial statements in
euros. Because a substantial portion of the income and expenses of the
Global Issuer 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 hedged back to euros on a monthly basis.
B.5
A description of
The Global Issuer is part of ING Groep N.V. ("ING Group"). ING Group is
the Issuer's group the holding company of a broad spectrum of companies (together called
and the Issuer's
"ING") offering banking services to meet the needs of a broad customer
position within
base. The Global Issuer is a wholly-owned, non-listed subsidiary of ING
8

Element
Title
the group
Group and currently offers retail banking services to individuals, small and
medium-sized enterprises and mid-corporates 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 forecasts
estimate
or profit estimates.
B.10
Qualifications in
Not Applicable. The audit reports on the audited financial statements of the
the Auditors'
Global Issuer for the years ended 31 December 2013 and 31 December 2014
report
are unqualified.
B.12
Selected historical Key Consolidated Figures ING Bank N.V.(1)
key financial
(EUR millions)
2014
2013
information /
Significant or
Balance sheet(2)
material adverse
Total assets......................................................
828,602
787,566
change
Total equity.....................................................
38,686
33,760
Deposits and funds borrowed(3).......................
640,243
624,274
Loans and advances
518,119
508,329
Results(4)
Total income ...................................................
15,674
15,327
Operating expenses ................................
10,225
8,805
Additions to loan loss provisions ....................
1,594
2,289
Result before tax .............................................
3,855
4,233
Taxation ..........................................................
1,032
1,080
Net result (before minority interests) ..............
2,823
3,153
Attributable to Shareholders of the
2,744
3,063
parent ..............................................................
Ratios (in %)
BIS ratio(5).......................................................
15.52
16.46
Tier-1 ratio(6) ...................................................
12.51
13.53
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
2014 and 2013, respectively, provided that certain figures in respect
of the financial year ended 31 December 2013 have been restated to
reflect changes in accounting policies in 2014.
(2)
At 31 December.
(3)
Figures including Banks and Debt securities.
(4)
For the year ended 31 December.
9

Element
Title
(5)
BIS ratio = BIS capital as a percentage of Risk Weighted Assets.
Note: As of 2014, these Risk Weighted Assets are based on Basel
III, until 2013 they were based on Basel II.
(6)
Tier-1 ratio = Available Tier-1 capital as a percentage of Risk
Weighted Assets. Note: As of 2014, these Risk Weighted Assets are
based on Basel III, until 2013 they were based on Basel II.
Significant or Material Adverse Change
At the date hereof, there has been no significant change in the financial
position of the Global Issuer and its consolidated subsidiaries since 31
December 2014.
At the date hereof, there has been no material adverse change in the
prospects of the Global Issuer since 31 December 2014.
B.13
Recent material
Not Applicable. There are no recent events particular to the Global Issuer
events particular
which are to a material extent relevant to the evaluation of the Global
to the Issuer's
Issuer's solvency.
solvency
B.14
Dependence upon The description of the group and the position of the Global Issuer within the
other group
group is given under B.5 above.
entities
Not Applicable. The Global Issuer is not dependent upon other entities
within ING Group.
B.15
A description of
The Global Issuer currently offers retail banking services to individuals,
the Issuer's
small and medium-sized enterprises and mid-corporates in Europe, Asia and
principal
Australia and commercial banking services to customers around the world,
activities
including multinational corporations, governments, financial institutions and
supranational organisations.
B.16
Extent to which
The Global Issuer is a wholly-owned, non-listed subsidiary of ING Groep
the Issuer is
N.V.
directly or
indirectly owned
or controlled
B.17
Credit ratings
Programme summary
assigned to the
The Global Issuer has a senior debt rating from Standard & Poor's Credit
Issuer or its debt
Market Services Europe Limited ("Standard & Poor's"), Moody's
securities
Investors Service Ltd. ("Moody's") and Fitch France S.A.S. ("Fitch"),
details of which are contained in the Global Issuer 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 rating will not
necessarily be the same as the rating assigned to the Global Issuer, the
Programme or Notes already issued under the Programme.
10