Obligation ING Groep N.V. 0% ( XS1499593355 ) en USD

ING Groep N.V.

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XS1499593355 ( en USD )

23/09/2019 - Obligation échue

Prospectus brochure de l'obligation ING BANK N.V XS1499593355 en USD 0%, échue

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550 000 USD

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 USD, avec le code ISIN XS1499593355, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 23/09/2019

ING Bank N.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").
Under this Base Prospectus, ING Bank N.V. (the "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).
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (the "AFM") for the purposes of the Prospectus Directive on 22 June
2018 in respect of the issue by the Issuer of PD Notes (as defined below). The AFM has provided the competent authorities in each of Belgium, France,
Luxembourg and Poland 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) admitted to trading on the parallel market of the Warsaw Stock Exchange (Gielda Papierów Wartociowych w Warszawie S.A.) ("Warsaw
Stock Exchange"); (v) admitted to trading on the regulated market of Euronext Paris S.A. ("Euronext Paris"); (vi) admitted to trading on a regulated market of
Borsa Italiana S.p.A. (the "Italian Stock Exchange"); (vii) admitted to trading on another regulated market within the European Economic Area; or (viii) admitted
to trading on an unregulated market as defined under Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as
amended from time to time ("MiFID II"),
are hereinafter referred to as "PD Notes". PD Notes may be issued in any denomination as agreed between the 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 Issuer 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 Issuer may from time to time issue PD Notes (which may be Non-Exempt PD Notes or 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. and ING Bank N.V., Sydney Branch dated 22 June 2018 (the "Level 1
Programme Prospectus") and the Issuer Registration Document (as defined herein).
Arranger
ING
BASE PROSPECTUS (LEVEL 2)
Dated 22 June 2018

TABLE OF CONTENTS
Page
SUMMARY RELATING TO NON-EXEMPT PD NOTES ...............................................................................3
RISK FACTORS.............................................................................................................................................209
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................................300
OVERVIEW OF THE PROGRAMME ..........................................................................................................302
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) .................................................................................................................................................315
CONSENT TO USE OF THIS BASE PROSPECTUS...................................................................................389
NOMINAL AMOUNT OF THE PROGRAMME ..........................................................................................394
TERMS AND CONDITIONS OF SHARE LINKED NOTES .......................................................................395
FORM OF FINAL TERMS FOR THE SHARE LINKED NOTES................................................................506
TERMS AND CONDITIONS OF PARTICIPATION NOTES .......................................................................645
FORM OF FINAL TERMS FOR PARTICIPATION NOTES ........................................................................667
TAXATION.....................................................................................................................................................691
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS.........................................................................722
SUBSCRIPTION AND SALE........................................................................................................................724
GENERAL INFORMATION..........................................................................................................................746
2

SUMMARY RELATING TO NON-EXEMPT PD NOTES
This summary applies only to Non-Exempt PD Notes issued by ING Bank N.V. (the "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 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 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 Issuer may provide its consent to the use of the Base Prospectus and the
of the Base
applicable Final Terms for subsequent resale or final placement of Notes by
Prospectus for
financial intermediaries to whom the Issuer has given its consent to use the
subsequent resale
Base Prospectus (an "Authorised Offeror"), provided that the subsequent
or final placement resale or final placement of Notes by such financial intermediaries is made
by financial
during the Offer Period specified in the applicable Final Terms. Such
intermediaries,
consent may be subject to conditions which are relevant for the use of the
during the offer
Base Prospectus.
period indicated,
In the context of any Public Offer of Notes, the Issuer accepts responsibility,
and the conditions in each of the Public Offer Jurisdictions, for the content of the Base
attached to such
Prospectus in relation to any person (an "Investor") who purchases any
consent
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 Issuer consents and (in connection with paragraph (D) below) offers to
grant its consent to the use of the Base Prospectus (as supplemented at the
3

Element
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
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 MiFID II; 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 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 2014/65/EU ("MiFID II")
and publishes on its website the following statement (with the information
4

Element
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, Luxembourg,
Poland 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
MiFID II 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,
Luxembourg, Poland 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,
Luxembourg, Poland and The Netherlands] [; and (d) []].
An investor intending to acquire or acquiring Notes in a Public Offer from
an Authorised Offeror other than the 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
B.1
Legal and
ING Bank N.V. (the "Issuer")
commercial name
5

Element
Title
of the Issuer
B.2
The domicile and
The 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 Issuer are affected by demographics and by
any known trends
a variety of market conditions, including economic cycles, banking industry
affecting the
cycles and fluctuations in stock markets, interest and foreign exchange rates,
Issuer and the
political developments and client behaviour changes.
industries in
Financial environment
which it operates
The following highlights several trends in the regulatory landscape and
continuing uncertainty that have a major impact on the Issuer's own
operating environment, as well as on that of its competitors. This includes
the economy and current low interest-rate environment; increasing
regulatory scrutiny and costs; digitalisation and changing customer
behaviour; and what the Issuer's stakeholders expect of it.
Increased global economic momentum
Economic momentum picked up further in 2017, outpacing the global
economic growth seen in 2016. In the United States, growth has remained
strong. This is now the second-longest economic expansion since the end of
World War II. At the same time inflation has stayed low, allowing the
Federal Reserve to follow a very gradual path of interest rate increases.
In the euro area, all member states' economies are growing. The eurozone's
economic performance was particularly positive, as the area recorded its
lowest unemployment rate in nine years and economic confidence reached
pre-crisis levels.
In the United Kingdom, economic growth has slowed, against a background
of continued uncertainty about the future relationship with the European
Union. The economy in Asia remained strong with growth rates of the
advanced economies in that region generally accelerating. Growth in major
emerging-market economies has improved overall, helped by a rebound in
some commodity producers that experienced recessions in 201516.
Rates increase, but remain low
Longer-term government bond yields firmed somewhat compared to their
2016 lows on the back of a strengthening global economy, the Federal
Reserve's U.S. rate increases and the anticipated end to exceptionally easy
monetary policy elsewhere.
However, with inflation in most developed economies staying low, longer-
term yields remained modest while equity markets in advanced economies
performed well and corporate credit spreads were at, or close to, their
6

Element
Title
tightest levels since the beginning of 2008. Volatility was subdued despite
increased geopolitical tensions around North Korea.
Euro on the rise
The euro rose against the U.S. dollar in 2017, propelled by the strengthening
economic outlook in the euro area, diminishing political uncertainty and
expectations about the tapering of quantitative easing in the euro area.
Regulatory landscape and continuing uncertainty
Continued delays around the Basel `IV' discussions (i.e. the revisions to
Basel III) addressing the variability of banks' internal models, which were
not finalised until December 2017, led to ongoing international uncertainty.
This had an impact on strategic planning and business decisions for many
banks. At a European level, the Single Supervisory Mechanism continued to
strengthen its supervisory role through the European Central Bank ("ECB").
This was reflected in the priorities it set for 2017: business models and
profitability drivers; credit risk, with a focus on non-performing loans and
risk concentrations; and risk management.
The Single Resolution Board adopted its first resolution decisions for banks
from Italy and Spain. Meanwhile the resolvability of banks has been further
improved by building up loss-absorption buffers. European global
systemically important banks are advancing their bail-in issuances and will
likely meet the internationally agreed total loss-absorbing capacity
("TLAC") standards per 2022. Resolution authorities have provided
European banks with initial targets for minimum requirement for own funds
and eligible liabilities ("MREL"). These targets will be reviewed once the
ongoing discussions on the bank recovery and resolution directive
("BRRD") and the review of capital requirements regulations ("CRR")
have been finalised.
The Single Resolution Fund is also showing a steady increase. The size of
the fund is now almost EUR 18 billion, aiming to meet the target
requirement of EUR 55 billion in 2023. Despite the fact that the discussion
on the European Deposit Insurance Scheme ("EDIS") didn't show much
progress throughout 2017, the completion of the Banking Union gained
political momentum. In the course of 2018, further steps are expected to
ensure its completion by 2019. The Issuer would also welcome a deepening
of the Economic and Monetary Union, which would help to enhance
economic and financial stability in the eurozone.
The range and complexity of non-prudential regulation (regarding other
things than financial strength) continues to increase. Regulation is becoming
more stringent in areas like customer due diligence, and transaction
monitoring to detect and report money laundering ("AML"), terrorist
financing and fraud. Individual country laws and specific regulations often
prevent cross-border information sharing, between public and private
authorities and between private parties. This restricts the effectiveness of
bank systems and is most evident when large financial institutions operate a
global compliance model.
7

Element
Title
The Issuer will participate in a public/private sector partnership initiated by
Europol and the Institute of International Finance. This high-level forum
aims to find better ways to share information within existing laws.
In general, the Issuer continues to favour a more harmonised European
approach to regulations. This would help to align the customer experience
across borders and could accelerate the digitalisation of the Issuer's banking
services.
The Issuer's regulatory costs increased to EUR 901 million from the already
elevated level of EUR 845 million in 2016. This was due to the Issuer's
contribution to local deposit guarantee schemes, the European resolution
fund and bank taxes.
2017 marked the kick-off of Brexit negotiations. The Issuer is monitoring
these closely to make Britain's exit from the EU as smooth as possible for
its business and customers.
Competitive landscape
Technology is removing a number of the barriers to entry that once insulated
the Issuer's business. The Issuer faces competition from many different
directions, with relatively new players providing more segmented offers to
its customers. Technology giants, payment specialists, retailers,
telecommunication companies, crowd-funding initiatives and aggregators
are all entering the market for traditional banking services. The Issuer's
customers, in turn, are more willing to consider these offers.
Safe banking requires specific knowledge of financial services, in-depth
knowledge of customers, and rigorous risk-management systems. As
competition from outside the banking sector continues to increase, the Issuer
has to become faster, more agile and more innovative.
With its long track record and strong brand, the Issuer believes it is well
placed to seize these opportunities and become a better company for all of
its stakeholders. The Issuer is a leader in digital banking, and it has scale
combined with local market expertise. It is investing in building profitable,
mutually beneficial relationships with its customers based on the quality of
its service and the differentiating experience the Issuer offers them. The
Issuer continues to work hard to win their hearts and minds, demonstrating
its concern for them and all its stakeholders. The Issuer aims to be even
clearer about the strategic choices it makes.
Societal challenges
In the Issuer's view, both climate change and the so-called fourth industrial
revolution can lead to societal changes.
The effects of climate change, including the growing scarcity of water, food,
energy and other material resources, pose daunting social and environmental
challenges. The causes and the solutions to these challenges are complex,
but the Issuer already knows that they will change traditional business
models.
Business models, but more importantly people's lives, will also be
influenced by the so-called fourth industrial revolution fast-changing
8

Element
Title
technology such as artificial intelligence that will cause many jobs to
change, be relocated or eliminated altogether.
The Issuer believes in taking the long view and in going beyond just
mitigating the harm related to these challenges it wants to drive
sustainable progress. Banks can bring about change through their financing
choices. The Issuer aims to use its position to help lead the global transition
to a low-carbon and self-reliant society, tackling climate change and the
fourth industrial revolution.
B.5
A description of
The Issuer is part of ING Groep N.V. ("ING Group"). ING Group is the
the Issuer's group
holding company of a broad spectrum of companies (together called "ING")
and the Issuer's
offering banking services to meet the needs of a broad customer base. The
position within
Issuer is a wholly-owned, non-listed subsidiary of ING Group and currently
the group
offers retail banking services to individuals, small and medium-sized
enterprises and mid-corporates in Europe, Asia and Australia and wholesale
banking services to customers around the world, including multinational
corporations, governments, financial institutions and supranational
organisations.
B.9
Profit forecast or
Not Applicable. The Issuer has not made any public profit forecasts or profit
estimate
estimates.
B.10
Qualifications in
Not Applicable. The audit reports on the audited financial statements of the
the Auditors'
Issuer for the years ended 31 December 2016 and 31 December 2017 are
report
unqualified.
B.12
Selected historical Key Consolidated Figures ING Bank N.V.(1)
key financial
(EUR millions)
2017
2016
information /
Balance sheet(2)
Significant or
material adverse
Total assets......................................................
846,318
843,919
change
Total equity .....................................................
44,377
44,146
Deposits and funds borrowed(3) .......................
679,743
664,365
Loans and advances
574,899
562,873
Results(4)
Total income ...................................................
17,876
17,514
Operating expenses ................................
9,795
10,603
Additions to loan loss provisions ....................
676
974
Result before tax .............................................
7,404
5,937
Taxation ..........................................................
2,303
1,635
Net result (before non-controlling
5,101
4,302
interests)..........................................................
Attributable to Shareholders of the
5,019
4,227
parent ..............................................................
Ratios (in per cent.)
9

Element
Title
BIS ratio(5).......................................................
18.19
17.42
Tier-1 ratio(6) ...................................................
14.62
14.41
Notes:
(1)
These figures have been derived from the 2017 audited consolidated
financial statements of ING Bank N.V. in respect of the financial
years ended 31 December 2016 and 2017 respectively.
(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
(based on Basel III phased-in). The year 2017 includes the
interpretation of the EBA Q&A published on 3 November 2017.
(6)
Tier-1 ratio = Available Tier-1 capital as a percentage of Risk
Weighted Assets (based on Basel III phased-in).
Significant or Material Adverse Change
At the date hereof, there has been no significant change in the financial
position of the Issuer and its consolidated subsidiaries since 31 December
2017.
At the date hereof, there has been no material adverse change in the
prospects of the Issuer since 31 December 2017.
B.13
Recent material
Not Applicable. There are no recent events particular to the Issuer which are
events particular
to a material extent relevant to the evaluation of the Issuer's solvency.
to the Issuer's
solvency
B.14
Dependence upon
The description of the group and the position of the Issuer within the group
other group
is given under B.5 above.
entities
Not Applicable. The Issuer is not dependent upon other entities within ING
Group.
B.15
A description of
The Issuer currently offers retail banking services to individuals, small and
the Issuer's
medium-sized enterprises and mid-corporates in Europe, Asia and Australia
principal
and wholesale banking services to customers around the world, including
activities
multinational corporations, governments, financial institutions and
supranational organisations.
B.16
Extent to which
The Issuer is a wholly-owned, non-listed subsidiary of ING Groep N.V.
the Issuer is
directly or
indirectly owned
or controlled
B.17
Credit ratings
Programme summary
assigned to the
The Issuer has a senior debt rating from Standard & Poor's Credit Market
Issuer or its debt
Services Europe Limited ("Standard & Poor's"), Moody's Investors
10