Obligation ING Group 2.755% ( XS2048706837 ) en NOK

ING Group

100 % ⇌

Pays-Bas

XS2048706837 ( en NOK )

2.755% par an ( paiement annuel )

03/09/2031

Prospectus brochure de l'obligation ING Groep XS2048706837 en NOK 2.755%, échéance 03/09/2031

1 000 000 NOK

1 000 000 000 NOK

03/09/2025 ( Dans 119 jours )

ING Groep est une institution financière mondiale offrant une large gamme de services bancaires aux particuliers, entreprises et institutions, notamment des services de banque de détail, de gestion de patrimoine, d'investissement et de banque d'entreprise.

L'Obligation émise par ING Group ( Pays-Bas ) , en NOK, avec le code ISIN XS2048706837, paye un coupon de 2.755% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/09/2031

ING Groep N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
ING Bank N.V.
(Incorporated in The Netherlands with its statutory seat in Amsterdam)
70,000,000,000
Debt Issuance Programme
Under this 70,000,000,000 Debt Issuance Programme (the "Programme"), each of ING Groep N.V. ("ING" or "ING Group") and ING Bank
N.V. ("ING Bank") (together the "Issuers" and each an "Issuer", which expression shall include any Substituted Debtor (as defined in Condition
16 of the Terms and Conditions of the Notes)), may from time to time issue notes (the "Notes" as more fully defined below)) which may be PD
Notes or Exempt Notes (each as defined below).
This Base Prospectus was approved by the Netherlands Authority for the Financial Markets (the "AFM") for the purposes of the Prospectus
Directive (Directive 2003/71/EC), as amended or superseded, (the "Prospectus Directive") on 29 March 2019 in respect of the issue by the
Issuers of PD Notes (as defined below). The AFM has provided the competent authority in Luxembourg 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 the Programme during the period of twelve months from the date of this Base Prospectus which are:
(a) 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); and
(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"); or (iv) admitted to trading on another regulated market within the European Economic
Area,
are hereinafter referred to as "PD Notes".
The Issuers may also issue unlisted Notes and/or Notes not admitted to trading on a 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 AFM has neither approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt
Notes.
The Programme has been approved by the SIX Swiss Exchange Ltd (the "SIX Swiss Exchange") as an "issuance programme" for the listing of
bonds in accordance with the listing rules of the SIX Swiss Exchange. Application may be made to list Notes issued by ING Bank under the
Programme on the SIX Swiss Exchange during the period of twelve months from the date of this Base Prospectus.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate ("EURIBOR") which is provided by the
European Money Markets Institute ("EMMI"), the London Interbank Offered Rate ("LIBOR") which is provided by the ICE Benchmark
Administration Limited ("ICE"), or any other benchmark, in each case as specified in the applicable Final Terms. As at the date of this Base
Prospectus, ICE is included in the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR"). EMMI is not
included in the register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the BMR.
As far as the Issuers are aware, the transitional provisions in Article 51 of the BMR apply, such that EMMI is not currently required to obtain
authorisation or registration (or, if located outside the European Union, recognition, endorsement or equivalence).
If a benchmark (other than EURIBOR or LIBOR) is specified in the applicable Final Terms, the applicable Final Terms will indicate whether or
not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by
ESMA pursuant to Article 36 of the BMR.
The registration status of any administrator under the BMR is a matter of public record and, save where required by applicable law, none of the
Issuers intends to update the Base Prospectus or any applicable Final Terms to reflect any change in the registration status of the administrator.
This Base Prospectus should be read and construed in conjunction with the relevant Registration Document (as defined herein) in
connection with the issue of Notes.

Arranger
ING
Dealer
ING
BASE PROSPECTUS
Dated 29 March 2019

TABLE OF CONTENTS
Page
RISK FACTORS.......................................................................................................................................... 4
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 17
OVERVIEW OF THE PROGRAMME....................................................................................................... 19
NOMINAL AMOUNT OF THE PROGRAMME........................................................................................ 32
FORM OF THE NOTES ............................................................................................................................ 33
DTC INFORMATION -- REGISTERED NOTES...................................................................................... 39
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 41
FORM OF FINAL TERMS OF THE NOTES............................................................................................. 79
USE OF PROCEEDS................................................................................................................................. 94
TAXATION ............................................................................................................................................... 95
ERISA AND CERTAIN OTHER U.S. CONSIDERATIONS ..................................................................... 125
SUBSCRIPTION AND SALE.................................................................................................................. 127
GENERAL INFORMATION.................................................................................................................... 142
3

RISK FACTORS
General Risk Factors
Introduction
This Base Prospectus identifies in a general way the information that a prospective investor should consider
prior to making an investment in the Notes. However, a prospective investor should conduct its own thorough
analysis (including its own accounting, legal and tax analysis) prior to deciding whether to invest in the Notes
as any evaluation of the suitability for an investor of an investment in the Notes depends upon a prospective
investor's particular financial and other circumstances, as well as on specific terms of the Notes. This Base
Prospectus is not, and does not purport to be, investment advice or an investment recommendation to
purchase the Notes. Each Issuer, including its branches and any group company, is acting solely in the
capacity of an arm's length contractual counterparty and not as a purchaser's financial adviser or fiduciary in
any transaction, unless such Issuer has agreed to do so in writing. If a prospective investor does not have
experience in financial, business and investment matters sufficient to permit it to make such a determination,
the investor should consult with its financial adviser prior to deciding to make an investment on the suitability
of the Notes. Investors risk losing their entire investment or part of it.
Each prospective investor of Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is
fully consistent with its (or, if it is acquiring the Notes in a fiduciary capacity, the beneficiary's) financial
needs, objectives and condition, (ii) complies and is fully consistent with any investment policies, guidelines
and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is
a fit, proper and suitable investment for it (or, if it is acquiring the Notes in a fiduciary capacity, for the
beneficiary). In particular, investment activities of certain investors are subject to investment laws and
regulations, or review or regulation by certain authorities. Each prospective investor should therefore consult
its legal advisers to determine whether and to what extent (i) the Notes are legal investments for it, (ii) the
Notes can be used as underlying securities for various types of borrowing and (iii) other restrictions apply to
its purchase or pledge of any Notes.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Notes under any applicable risk-based capital or similar rules.
Each prospective investor in Notes should refer to the section headed "Risk Factors" in the relevant
Registration Document for a description of those factors which could affect the financial performance of
the Issuers and thereby affect the Issuers' ability to fulfil their obligations in respect of Notes issued under
the Programme.
The Notes may not be a suitable investment for all investors
Each potential investor in the Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits
and risks of investing in the Notes and the information contained or incorporated by reference in this
Base Prospectus or any applicable supplement or Final Terms;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on its
overall investment portfolio;
4

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including Notes with principal or interest payable in one or more currencies, or where the currency for
principal or interest payments is different from the potential investor's currency;
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant
financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Notes can be relatively complex financial instruments. A potential investor should not invest in such Notes
unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of the Notes and the impact this investment will
have on the potential investor's overall investment portfolio.
Limited liquidity of the Notes
Even if application is made to list Notes on a stock exchange, there can be no assurance that a secondary
market for any of the Notes will develop, or, if a secondary market does develop, that it will provide the
holders of the Notes with liquidity or that it will continue for the life of the Notes. A decrease in the liquidity
of an issue of Notes may cause, in turn, an increase in the volatility associated with the price of such issue of
Notes. Any investor in the Notes must be prepared to hold such Notes for an indefinite period of time or until
redemption of the Notes. If any person begins making a market for the Notes, it is under no obligation to
continue to do so and may stop making a market at any time. Illiquidity may have a severely adverse effect on
the market value of Notes.
Counterparty risk exposure
The ability of the relevant Issuer to make payments under the Notes is subject to general credit risks,
including credit risks of borrowers. Third parties that owe the relevant Issuer money, securities or other assets
may fail to pay or perform under their obligations. These parties include borrowers under loans granted,
trading counterparties, counterparties under swaps and credit and other derivative contracts, agents and other
financial intermediaries. These parties may default on their obligations to the relevant Issuer due to
bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other
reasons.
Credit ratings may not reflect all risks
Each Issuer has a senior debt rating from Standard & Poor's, Moody's and Fitch, details of which are
contained in the relevant Registration Document.
Tranches of Notes issued under the Programme may be rated or unrated and one or more independent credit
rating agencies may assign additional credit ratings to the Notes or the Issuers. Where a Tranche of Notes is
rated, such rating will not necessarily be the same as the ratings assigned to the relevant Issuer, the
Programme or any Notes already issued.
The ratings may not reflect the potential impact of all risks related to structure, market, additional factors
discussed above and other factors that may affect the value of the Notes and the ability of an Issuer to make
payments under the Notes (including, but not limited to, market conditions and funding-related and
operational risks inherent to the business of each Issuer). A credit rating is not a recommendation to buy, sell
or hold securities. There is no assurance that a rating will remain for any given period of time or that a rating
will not be suspended, lowered or withdrawn by the relevant rating agency if, in its judgement, circumstances
in the future so warrant.
5

In the event that a rating assigned to the Notes or an Issuer is subsequently suspended, lowered or withdrawn
for any reason, no person or entity is obliged to provide any additional support or credit enhancement with
respect to the Notes, the market value of the Notes is likely to be adversely affected and the ability of the
relevant Issuer to make payments under the Notes may be adversely affected.
In addition, ING Bank's assets are risk weighted. Downgrades of these assets could result in a higher risk
weighting which may result in higher capital requirements and thus a need to deleverage or issue more
capital. This may impact net earnings and the return on capital, and may have an adverse impact on the
relevant Issuer's financial position and ability to make payments under the Notes.
Certain considerations regarding hedging
Prospective purchasers intending to purchase Notes to hedge against the market risk associated with investing
in a currency or other basis of reference which may be specified in the applicable Final Terms, should
recognise the complexities of utilising Notes in this manner. For example, the value of the Notes may not
exactly correlate with the value of the currency or other basis which may be specified in the applicable Final
Terms. Due to fluctuating supply and demand for the Notes, there is no assurance that their value will
correlate with movements of the currency or other basis which may be specified in the applicable Final
Terms.
Actions taken by the Calculation Agent may affect the value of Notes
The Calculation Agent for an issue of Notes is the agent of the relevant Issuer and not the agent of the holders
of the Notes. The Calculation Agent is not acting as a fiduciary to any holders of Notes. It is possible that the
relevant Issuer will itself be the Calculation Agent for certain issues of Notes. The Calculation Agent will
make such determinations and adjustments as it deems appropriate, in accordance with the terms and
conditions of the specific issue of Notes. In making its determinations and adjustments, the Calculation Agent
will be entitled to exercise substantial discretion and may be subject to conflicts of interest in exercising this
discretion.
Over-issuance
As part of its issuing, market-making and/or trading arrangements, the relevant Issuer may issue more Notes
than those which are to be subscribed or purchased by third party investors. The relevant Issuer (or any of its
affiliates) may hold such Notes for the purpose of meeting any investor interest in the future. Prospective
investors in the Notes should therefore not regard the issue size of any Series as indicative of the depth or
liquidity of the market for such Series, or of the demand for such Series.
The return on an investment in Notes will be affected by charges incurred by investors
An investor's total return on an investment in Notes will be affected by the level of fees charged to the
investor, including fees charged to the investor as a result of the Notes being held in a clearing system. Such
fees may include charges for opening accounts, transfers of securities, custody services and fees for payment
of principal, interest or other sums due under the terms of the Notes. Investors should carefully investigate
these fees before making their investment decision.
Tax risk
This Base Prospectus includes general summaries of certain Dutch, Belgian, Luxembourg, Swiss, United
Kingdom, Singapore, and United States federal income tax considerations relating to an investment in the
Notes issued by the relevant Issuer (see "Taxation"). Such summaries may not apply to a particular holder of
Notes or to a particular issue and do not cover all possible tax considerations. In addition, the tax treatment
may change before the maturity, exercise or termination date of Notes. Any potential investor should consult
its own independent tax adviser for more information about the tax consequences of acquiring, owning and
disposing of Notes in its particular circumstances.
6

Financial Transaction Tax
The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany,
Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the "Participating Member
States"). However, Estonia has since stated that it will withdraw from the group of states willing to introduce
the FTT (the "Participating Member States").
The proposed FTT has a very broad scope and could, if introduced, apply to certain dealings in the Notes
(including secondary market transactions) in certain circumstances. The issuance and subscription of Notes
should, however, be exempt.
Under current proposals the FTT could apply in certain circumstances to persons both within and outside of
the Participating Member States. Generally, it would apply to certain dealings in the Notes where at least one
party is a financial institution, and at least one party is established in a Participating Member State. A financial
institution may be, or be deemed to be, "established" in a Participating Member State in a broad range of
circumstances, including (a) by transacting with a person established in a Participating Member State or (b)
where the financial instrument which is subject to the dealings is issued in a Participating Member State.
However, the FTT proposal remains subject to negotiation between the Participating Member States and is the
scope of any such tax is uncertain. Additional EU Member States may decide to participate.
Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.
Dutch Taxation Risk
On 10 October 2017, the four parties that have formed the Dutch government released their coalition
agreement (regeerakkoord) 2017-2021 (the "Coalition Agreement"). The Coalition Agreement does not
include concrete legislative proposals, but instead sets out a large number of policy intentions of the new
Dutch government. On 23 February 2018, the Dutch State Secretary for Finance published a letter with an
annex containing further details on the government's policy intentions against tax avoidance and tax evasion.
One of the policy intentions is the introduction of a withholding tax on interest payments made to
beneficiaries in low-tax jurisdictions, including non-cooperative jurisdictions, as of 2021. The Coalition
Agreement and the annex to the letter suggest that this interest withholding tax would apply to certain
payments made by a Dutch entity directly or indirectly to a group entity in a low tax or non-cooperative
jurisdiction. This intention is reconfirmed in the letter of the Dutch State Secretary of Finance of 15 October
2018. However, it cannot be ruled out that, contrary to the information publicly available to date, it will have
a wider application and, as such, it could potentially be applicable to payments under the Notes. If the
envisaged withholding tax on interest payments is implemented in Dutch tax law, the Issuer will not be
required to pay any additional amounts to holders of Notes who are a (deemed) tax resident of, or are
otherwise connected to, a low-tax jurisdiction or a non-cooperative jurisdiction (as defined in any Dutch tax
law implementing the policy intention presented in the Coalition Agreement) to compensate them for such
withholding tax.
Singapore Taxation Risk
Certain Notes to be issued under this Programme, during the period from the date of this Base Prospectus to
31 December 2023 may be intended to be "qualifying debt securities" for the purpose of the Income Tax Act,
Chapter 134 of Singapore (the "Income Tax Act") and the MAS Circular FDD Cir 11/2018 entitled
"Extension of Tax Concessions for Promoting the Debt Market" issued by the Monetary Authority of
Singapore ("MAS") on 31 May 2018, subject to the fulfilment of certain conditions more particularly
described under the heading "Taxation - Singapore Taxation". However, there is no assurance that such Notes
will continue to enjoy the tax concessions in connection therewith should the relevant tax laws or MAS
circulars be amended or revoked at any time.
7

Risk of difference in insolvency law
In the event that an Issuer becomes insolvent, insolvency proceedings will be generally governed by the
insolvency laws of that Issuer's place of incorporation, which in each case is the Netherlands. The insolvency
laws of the Issuer's place of incorporation may be different from the insolvency laws of an investor's home
jurisdiction and the treatment and ranking of holders of Notes issued by that Issuer and that Issuer's other
creditors and shareholders under the insolvency laws of that Issuer's place of incorporation may be different
from the treatment and ranking of holders of those Notes and that Issuer's other creditors and shareholders if
that Issuer was subject to the insolvency laws of the investor's home jurisdiction.
Redemption risk in respect of certain Series of Subordinated Notes
If Regulatory Call is specified in the applicable Final Terms, if the relevant Subordinated Notes are excluded
from Tier 2 capital of the Issuer for the purposes of the capital adequacy rules applicable to the Issuer at the
relevant time (other than the capital adequacy rules as in force on the issue date of the relevant Notes), the
Issuer may redeem the relevant Notes at the amount specified in the applicable Final Terms, subject to the
prior permission of the competent authority, provided that at the relevant time such permission is required
(but without any requirement for the consent or approval of the Subordinated Noteholders), and upon giving
not less than 15 nor more than 30 days' irrevocable notice. Also see "Risks related to the structure of a
particular issue of Notes - Notes subject to optional redemption by the Issuer" below.
Changes in law
The conditions of the Notes and the ratings which may be assigned to them are based on the law of The
Netherlands in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any
possible judicial decision or change to Netherlands law or administrative practice after the date of this Base
Prospectus.
Bail-in
As more fully described in the section entitled "Risk Factors" in the Registration Document which is
incorporated by reference into this Base Prospectus, including without limitation under the heading "Bank
Recovery and Resolution Regimes", Notes that may be issued under the Programme may become subject to
actions that can be taken or measures that can be applied by resolution authorities if a bank or insurer (for the
purpose hereof including a relevant holding company) experiences serious financial problems or if the
stability of the financial system is in serious and immediate danger as a result of the situation of a Dutch
financial institution (for the purpose hereof including a relevant holding company).
In certain circumstance, competent authorities have the power to, inter alia, transfer liabilities of an entity to
third parties or to a bridge bank and expropriate securities issued by failing financial institutions. Holders of
debt securities of a bank subject to resolution could also be affected by issuer substitution or replacement,
transfer of debt, expropriation, modification of terms and/or suspension or termination of listings. In addition,
in certain circumstances, competent authorities also have the power to convert relevant capital instruments or
eligible liabilities into shares and cancel all or a portion of the principal amount of, or interest on, certain
unsecured liabilities (which could include certain securities that have been or will be issued by ING) of a
failing financial institution and/or to convert certain debt claims (which could include certain securities that
have been or will be issued by ING) into another security, including ordinary shares. Relevant capital
instruments may also be written down or converted (whether at the point of non-viability when the resolution
authority determines that otherwise the bank will no longer be viable, or as taken together with a resolution
action). None of these actions would be expected to constitute an event of default under those securities
entitling holders to seek repayment. Other powers of the competent authorities may be to amend or alter the
maturity date and/or any interest payment date of debt instruments or other eligible liabilities of the relevant
financial institution, including by suspending payment for a temporary period, or to amend the interest
8

amount payable under such instruments. None of these actions would be expected to constitute an event of
default under those debt instruments or other eligible liabilities entitling holders to seek repayment. The
application of actions, measures or powers as meant in this section may adversely affect the value of the
relevant Notes or result in an investor in the relevant Notes losing all or some of his investment. Each
prospective investor in Notes should refer to the section headed "Risk Factors" in the relevant Registration
Document, including without limitation under the heading "Bank Recovery and Resolution Regimes".
On 23 November 2016, the European Commission published legislative proposals to amend and supplement
certain provisions of, inter alia, the Capital Requirements Directive (CRD), the Capital Requirements
Regulation (CRR), the Bank Recovery and Resolution Directive (BRRD) and the Single Resolution
Mechanism Regulation (the SRM Regulation or SRMR). The proposals are wide-ranging and may have
significant effects on the Issuer (including with regard to the total loss absorbing capacity - TLAC - or the
minimum requirement own funds and eligible liabilities - MREL - it must maintain) and for the Notes
(including with regard to their redeemability, their ranking in insolvency and their being at risk of being
bailed-in). The proposals also contemplate that member states adopt legislation to create a new class of so-
called non-preferred senior debt. Such debt would be bail-inable during resolution only after capital
instruments but before other senior liabilities. It is uncertain whether the proposals will come into effect, and
if so, whether that will be in their current form.
In the Netherlands, the bill implementing the requirement for a new category of "non-preferred" senior debt
entered into force in December 2018 pursuant to which a new provision was added to the Dutch Bankruptcy
Act (Faillissementswet).
In addition to the risks identified in "Risk Factors -- General Risk Factors" above and the relevant
Registration Document, potential investors in Notes should consider the following:
Risks related to the structure of a particular issue of Notes
A wide range of Notes may be issued under the Programme. A number of these Notes may have features
which contain particular risks for potential investors. Set out below is a description of the most common such
features:
Notes subject to optional redemption by the Issuer
An optional redemption feature in any Notes may negatively impact their market value. During any period
when the relevant Issuer may elect to redeem Notes (or any period when there is an actual or perceived risk
that the relevant Issuer may in the future be able to elect to redeem Notes), the market value of those Notes
generally will not rise substantially above the price at which they can be redeemed. This also may be true
prior to any redemption period.
The relevant Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest
rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds
at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to
do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other
investments available at that time.
Fixed Rate Notes
The Issuers may issue Fixed Rate Notes. Such Notes will bear interest at a fixed Rate of Interest, which
remains constant during the life of the Notes. Any investors holding these Notes will be subject to the risk that
any subsequent increases in market interest rates may adversely affect the real return on the Notes (and the
value of the Notes).
9

Floating Rate Notes
The Issuers may issue Floating Rate Notes. Such Notes will bear interest at a floating Rate of Interest, which
will be subject to market fluctuations in interest rates. In addition, the floating Rate of Interest at any time
may be lower than the rates on other Notes.
Inverse Floating Rate Notes
The Issuers may issue Inverse Floating Rate Notes. Such Notes have an interest rate equal to a fixed rate
minus a rate based upon a reference rate such as EURIBOR or LIBOR. The market values of those Notes
typically are more volatile than market values of other conventional floating rate debt securities based on the
same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile
because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect
an increase in prevailing interest rates, which further adversely affects the market value of these Notes.
Fixed/Floating Rate Notes
The Issuers may issue Fixed/Floating Rate Notes. Such Notes may bear interest at a rate that the relevant
Issuer may elect to convert from a fixed rate to a floating rate, or from a floating rate to a fixed rate. The
relevant Issuer's ability to convert the interest rate will affect the secondary market trading and the market
value generally of the Notes since the relevant Issuer may be expected to convert the rate when it is likely to
produce a lower overall cost of borrowing. If the relevant Issuer converts from a fixed rate to a floating rate,
the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on
comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time
may be lower than the rates on other Notes. If the relevant Issuer converts from a floating rate to a fixed rate,
the fixed rate may be lower than then prevailing market rates.
Risks related to Notes which are linked to "benchmarks"
The London Interbank Offered Rate ("LIBOR"), the Euro OverNight Index Average ("EONIA"), the Euro
Interbank Offered Rate ("EURIBOR") and other interest rates or other types of rates and indices which are
deemed to be `benchmarks' are the subject of ongoing national and international regulatory reform. Following
the implementation of any such potential reforms, the manner of administration of benchmarks may change,
with the result that they may perform or be calculated differently than in the past, or benchmarks could cease
to exist entirely, or there could be other consequences which cannot be predicted. On 8 June 2016, the EU
adopted a Regulation (the "Benchmarks Regulation") on indices (such as LIBOR and EURIBOR) used in the
EU as benchmarks in financial contracts. The Benchmarks Regulation became effective as of 1 January 2018.
It provides that administrators of benchmarks used in the EU generally must be authorised by or registered
with regulators no later than 1 January 2020, and that they must comply with a code of conduct designed
primarily to ensure reliability of input data, governing issues such as conflicts of interest, internal controls and
benchmark methodologies. Although the UK Financial Conduct Authority ("FCA") has authorised ICE
Benchmark Administration as administrator of LIBOR, on 27 July 2017, the FCA announced that it will no
longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021. The
announcement indicates that the continuation of the LIBOR on the current basis cannot and will not be
guaranteed after 2021. In addition, after review of EONIA, its administrator the European Money Markets
Institute announced that, should market conditions and dynamics remain unchanged, EONIA's compliance
with the Benchmarks Regulation by January 2020 cannot be warranted as long as EONIA's definition and
calculation methodology remain in their current format. The announcement indicates that EONIA cannot be
used in new contracts offered as of 1 January 2020. Public authorities have initiated industry working groups
in various jurisdictions to search for and recommend risk-free rates that could serve as alternatives if current
benchmarks like LIBOR and EONIA cease to exist or materially change. The work of these working groups is
still ongoing. The potential elimination of the LIBOR benchmark or any other benchmark, or changes in the
manner of administration of any benchmark, could require an adjustment to the terms and conditions, or result
10