FWP

FWP 1 d65567dfwp.htm FWP FWP

Filed pursuant to Rule 433(d)

Dated March 24, 2021

Registration Statement No. 333-248407

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated March 24, 2021 and Prospectus dated September 4, 2020)

LOGO

ING Groep N.V.

$1,100,000,000 1.726% Callable Fixed-to-Floating Rate Senior Notes due 2027

Pricing Term Sheet


Issuer:		ING Groep N.V. (“ING”)

Status:		Senior, Unsecured

Format:		SEC Registered Global Notes – Callable Fixed-to-Floating Rate

Principal Amount:		$1,100,000,000

Trade Date:		March 24, 2021

Expected Settlement Date:		April 1, 2021 (T+6)

Interest Commencement Date:		Expected Settlement Date

Maturity Date:		April 1, 2027 (6 years)

Call Date:		April 1, 2026 (5 years)

Coupon:		1.726%

Interest Payment Dates:		Fixed Rate Period: interest will be payable semi-annually in arrear on April 1 and October 1 of each year, commencing on October 1, 2021 and ending on the Call Date (each, a “Fixed Rate Interest Payment Date”). Floating Rate Period: interest will be payable quarterly in arrear on January 1, April 1, July 1 and October 1, commencing on July 1, 2026 and ending on the Maturity Date (each, a “Floating Rate Interest Payment Date”).

Benchmark Treasury:		0.500% UST due February 28, 2026

Benchmark Treasury Price / Yield:		98-16³⁄₄ / 0.806%

Spread to Benchmark Treasury:		UST + 92 bps


Re-Offer Yield:		1.726%

Issue Price:		100.000%

Underwriting Commission:		0.220%

Net Proceeds:		$1,097,580,000

Fixed Rate Period and Fixed Interest Rate:		From and including the Interest Commencement Date to but excluding the Call Date (the “Fixed Rate Period”), the Notes shall accrue interest at a rate of 1.726% per annum

Floating Rate Period and Floating Interest Rate:		From and including the Call Date to but excluding the Maturity Date (the “Floating Rate Period”), the Notes will bear interest at a rate equal to the SOFR Index Average (calculated as described in the section titled “Description of Notes—Calculation of Interest During the Floating Rate Period”, beginning on page S-26 of the Preliminary Prospectus Supplement) plus 100.5 basis points (the “Margin”)

Relevant Screen Page:		SOFRINDX Index

Floating Rate Interest Period:		During the Floating Rate Period, the period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the following Floating Rate Interest Payment Date; provided, however, that the initial Floating Rate Interest Period will be the period from (and including) the Call Date, to (but excluding) the initial Floating Rate Interest Payment Date

Floating Rate Interest Determination Dates:		Each date that is five U.S. Government Securities Business Days prior to each Floating Rate Interest Payment Date

SOFR Index_Start:		The SOFR Index value on the date that is five U.S. Government Securities Business Days prior to the first day of the relevant Floating Rate Interest Period

SOFR Index_End:		The SOFR Index value on the date that is five U.S. Government Securities Business Days prior to the Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, the Maturity Date)

Redemption at the Option of the Issuer:		On or after the Call Date, ING may redeem the notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Call Date, as described in the section titled “Description of Notes—Redemption”, beginning on page S-35 of the Preliminary Prospectus Supplement. Any such optional redemption prior to maturity is subject to the consent of the relevant regulator, as described in the section titled “Description of Notes—Redemption—Conditions to Redemption and Purchase”, beginning on page S-36 of the Preliminary Prospectus Supplement.

Agreement with Respect to the Exercise of the Dutch Bail-in Power:

Notwithstanding any other agreements, arrangements, or understandings between ING and any holder of the notes, by acquiring the notes, each holder and beneficial owner of the notes or any interest therein acknowledges, accepts, recognizes, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the reduction (including to zero), cancellation or write-down (whether on a permanent basis or subject to write-up by the resolution authority) of all, or a portion, of the principal amount of, or interest on, the notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or claims which may give right to shares or other instruments of ownership or other securities or other obligations of the Issuer or another person (whether or not at the point of non-viability and independently of or in combination with a resolution action), including by means of a variation to the terms of the notes (which may include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a temporary period), or that the notes must otherwise be applied to absorb losses, or any expropriation of the notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the notes for a temporary period.


		consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements (including, but not limited to, the Dutch Financial Supervision Act) that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the “Bank Recovery and Resolution Directive” or “BRRD”) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act (as implemented in relevant statutes) and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person (whether at the point of non-viability or as taken together with a resolution action) or may be expropriated (and a reference to the “relevant resolution authority” is to any authority with the ability to exercise a Dutch Bail-in Power).

Events of Default and Remedies:		An “Event of Default” with respect to the notes shall result only if: • ING is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which it may be organized); or • an order is made or an effective resolution is passed for ING’s winding-up or liquidation, unless this is done in connection with a merger, consolidation or other form of combination with another company and (a) ING is permitted to enter into such merger, consolidation or combination or (b) the requisite majority of holders of the relevant series of notes has waived the requirement that ING comply with the relevant merger covenant. Upon the occurrence of an event of default, and only in such instance, the entire principal amount of the notes will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest, subject to obtaining relevant approvals. The payment of principal of the notes will be accelerated only in the event of an event of default (but not the bankruptcy, insolvency or reorganization of any of ING’s subsidiaries). There will be no right of acceleration of the payment of principal of the notes if ING fails to pay any principal, interest or any other amount (including upon redemption) on the notes or in the performance of any of its covenants or agreements contained in the notes.


		Holders’ remedies for ING’s breach of any obligations under the notes, including ING’s obligation to make payments of principal and interest are extremely limited. The exercise of any Dutch Bail-in Power by the relevant resolution authority will not be an event of default.

Early Redemption Events:		ING may redeem one or more series of the notes upon the occurrence of certain tax events or in the event of changes in treatment of the notes for purposes of certain loss absorption regulations.

Waiver of Right of Set-off:		Subject to applicable law, neither any holder or beneficial owner of notes nor the trustee acting on behalf of the holders and beneficial owners of notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by ING in respect of, or arising under, or in connection with, the notes and each holder and beneficial owner of notes, by virtue of its holding of any notes or any interest therein, and the trustee acting on behalf of the holders and beneficial owners of notes, shall be deemed to have waived all such rights of set-off, netting, compensation or retention.

Risk Factors:		An investment in the notes involves risks. See the section titled “Risk Factors”, beginning on page S-15 of the Preliminary Prospectus Supplement.

Governing Law:		New York laws, except for the waiver of set-off provisions, which will be governed by Dutch law.

ISIN:		US456837AV55

CUSIP:		456837 AV5

Day Count Fraction:		30 / 360 during the Fixed Rate Period Actual / 360 during the Floating Rate Period

Denominations:		$200,000 and integral multiples of $1,000 in excess thereof

Business Days:		Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States

U.S. Government Securities Business Days:		Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.



Business Day Convention:		Following, Unadjusted during the Fixed Rate Period Modified Following, Adjusted during the Floating Rate Period

Expected Listing:		New York Stock Exchange

Prohibition of Sales to each Retail Investor:		No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the United Kingdom.

Joint Book-Running Managers:		BofA Securities, Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and RBC Capital Markets, LLC

Co-Lead Managers:		Emirates NBD Bank PJSC, Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH and Scotia Capital (USA) Inc.

ING Groep N.V. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents ING Groep N.V. has filed with the SEC for more complete information about ING Groep N.V. and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, ING Groep N.V. and any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. at +1-800-294-1322, Goldman Sachs & Co. LLC at +1-866-471-2526, ING Financial Markets LLC at +1-877-446-4930, Mizuho Securities USA LLC at +1-866-271-7403 and RBC Capital Markets, LLC at +1-866-375-6829.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.

Filed pursuant to Rule 433(d)

Dated March 24, 2021

Registration Statement No. 333-248407

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated March 24, 2021 and Prospectus dated September 4, 2020)

LOGO

ING Groep N.V.

$750,000,000 2.727% Callable Fixed-to-Floating Rate Senior Notes due 2032

Pricing Term Sheet


Issuer:		ING Groep N.V. (“ING”)

Status:		Senior, Unsecured

Format:		SEC Registered Global Notes – Callable Fixed-to-Floating Rate

Principal Amount:		$750,000,000

Trade Date:		March 24, 2021

Expected Settlement Date:		April 1, 2021 (T+6)

Interest Commencement Date:		Expected Settlement Date

Maturity Date:		April 1, 2032 (11 years)

Call Date:		April 1, 2031 (10 years)

Coupon:		2.727%

Interest Payment Dates:		Fixed Rate Period: interest will be payable semi-annually in arrear on April 1 and October 1 of each year, commencing on October 1, 2021 and ending on the Call Date (each, a “Fixed Rate Interest Payment Date”). Floating Rate Period: interest will be payable quarterly in arrear on January 1, April 1, July 1 and October 1, commencing on July 1, 2031 and ending on the Maturity Date (each, a “Floating Rate Interest Payment Date”).

Benchmark Treasury:		1.125% UST due February 15, 2031

Benchmark Treasury Price / Yield:		95-19+ / 1.607%


Spread to Benchmark Treasury:		UST + 112 bps

Re-Offer Yield:		2.727%

Issue Price:		100.000%

Underwriting Commission:		0.320%

Net Proceeds:		$747,600,000

Fixed Rate Period and Fixed Interest Rate:		From and including the Interest Commencement Date to but excluding the Call Date (the “Fixed Rate Period”), the Notes shall accrue interest at a rate of 2.727% per annum

Floating Rate Period and Floating Interest Rate:		From and including the Call Date to but excluding the Maturity Date (the “Floating Rate Period”), the Notes will bear interest at a rate equal to the SOFR Index Average (calculated as described in the section titled “Description of Notes—Calculation of Interest During the Floating Rate Period”, beginning on page S-26 of the Preliminary Prospectus Supplement) plus 131.6 basis points (the “Margin”)

Relevant Screen Page:		SOFRINDX Index

Floating Rate Interest Period:		During the Floating Rate Period, the period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the following Floating Rate Interest Payment Date; provided, however, that the initial Floating Rate Interest Period will be the period from (and including) the Call Date, to (but excluding) the initial Floating Rate Interest Payment Date

Floating Rate Interest Determination Dates:		Each date that is five U.S. Government Securities Business Days prior to each Floating Rate Interest Payment Date

SOFR Index_Start:		The SOFR Index value on the date that is five U.S. Government Securities Business Days prior to the first day of the relevant Floating Rate Interest Period

SOFR Index_End:		The SOFR Index value on the date that is five U.S. Government Securities Business Days prior to the Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, the Maturity Date)



Redemption at the Option of the Issuer:		On or after the Call Date, ING may redeem the notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Call Date, as described in the section titled “Description of Notes—Redemption”, beginning on page S-35 of the Preliminary Prospectus Supplement. Any such optional redemption prior to maturity is subject to the consent of the relevant regulator, as described in the section titled “Description of Notes—Redemption—Conditions to Redemption and Purchase”, beginning on page S-36 of the Preliminary Prospectus Supplement.

Agreement with Respect to the Exercise of the Dutch Bail-in Power:		Notwithstanding any other agreements, arrangements, or understandings between ING and any holder of the notes, by acquiring the notes, each holder and beneficial owner of the notes or any interest therein acknowledges, accepts, recognizes, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the reduction (including to zero), cancellation or write-down (whether on a permanent basis or subject to write-up by the resolution authority) of all, or a portion, of the principal amount of, or interest on, the notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or claims which may give right to shares or other instruments of ownership or other securities or other obligations of the Issuer or another person (whether or not at the point of non-viability and independently of or in combination with a resolution action), including by means of a variation to the terms of the notes (which may include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a temporary period), or that the notes must otherwise be applied to absorb losses, or any expropriation of the notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the notes for a temporary period.


		For these purposes, “Dutch Bail-in Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements (including, but not limited to, the Dutch Financial Supervision Act) that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the “Bank Recovery and Resolution Directive” or “BRRD”) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act (as implemented in relevant statutes) and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person (whether at the point of non-viability or as taken together with a resolution action) or may be expropriated (and a reference to the “relevant resolution authority” is to any authority with the ability to exercise a Dutch Bail-in Power).

Events of Default and Remedies:		An “Event of Default” with respect to the notes shall result only if: • ING is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which it may be organized); or • an order is made or an effective resolution is passed for ING’s winding-up or liquidation, unless this is done in connection with a merger, consolidation or other form of combination with another company and (a) ING is permitted to enter into such merger, consolidation or combination or (b) the requisite majority of holders of the relevant series of notes has waived the requirement that ING comply with the relevant merger covenant.


		Upon the occurrence of an event of default, and only in such instance, the entire principal amount of the notes will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest, subject to obtaining relevant approvals. The payment of principal of the notes will be accelerated only in the event of an event of default (but not the bankruptcy, insolvency or reorganization of any of ING’s subsidiaries). There will be no right of acceleration of the payment of principal of the notes if ING fails to pay any principal, interest or any other amount (including upon redemption) on the notes or in the performance of any of its covenants or agreements contained in the notes. Holders’ remedies for ING’s breach of any obligations under the notes, including ING’s obligation to make payments of principal and interest are extremely limited. The exercise of any Dutch Bail-in Power by the relevant resolution authority will not be an event of default.

Early Redemption Events:		ING may redeem one or more series of the notes upon the occurrence of certain tax events or in the event of changes in treatment of the notes for purposes of certain loss absorption regulations.

Waiver of Right of Set-off:		Subject to applicable law, neither any holder or beneficial owner of notes nor the trustee acting on behalf of the holders and beneficial owners of notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by ING in respect of, or arising under, or in connection with, the notes and each holder and beneficial owner of notes, by virtue of its holding of any notes or any interest therein, and the trustee acting on behalf of the holders and beneficial owners of notes, shall be deemed to have waived all such rights of set-off, netting, compensation or retention.

Risk Factors:		An investment in the notes involves risks. See the section titled “Risk Factors”, beginning on page S-15 of the Preliminary Prospectus Supplement.


Governing Law:		New York laws, except for the waiver of set-off provisions, which will be governed by Dutch law.

ISIN:		US456837AW39

CUSIP:		456837 AW3

Day Count Fraction:		30 / 360 during the Fixed Rate Period Actual / 360 during the Floating Rate Period

Denominations:		$200,000 and integral multiples of $1,000 in excess thereof

Business Days:		Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States

U.S. Government Securities Business Days:		Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Business Day Convention:		Following, Unadjusted during the Fixed Rate Period Modified Following, Adjusted during the Floating Rate Period

Expected Listing:		New York Stock Exchange

Prohibition of Sales to each Retail Investor:		No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the United Kingdom.

Joint Book-Running Managers:		BofA Securities, Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and RBC Capital Markets, LLC

Co-Lead Managers:		Emirates NBD Bank PJSC, Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH and Scotia Capital (USA) Inc.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.

Filed pursuant to Rule 433(d)

Dated March 24, 2021

Registration Statement No. 333-248407

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated March 24, 2021 and Prospectus dated September 4, 2020)

LOGO

ING Groep N.V.

$400,000,000 Callable Floating Rate Senior Notes due 2027

Pricing Term Sheet


Issuer:		ING Groep N.V. (“ING”)

Status:		Senior, Unsecured

Format:		SEC Registered Global Notes – Floating Rate

Principal Amount:		$400,000,000

Trade Date:		March 24, 2021

Expected Settlement Date:		April 1, 2021 (T+6)

Maturity Date:		April 1, 2027 (6 years)

Call Date:		April 1, 2026 (5 years)

Floating Interest Rate:		The Notes will bear interest at a rate equal to the SOFR Index Average (calculated as described in the section titled “Description of Notes—Calculation of Interest During the Floating Rate Period”, beginning on page S-26 of the Preliminary Prospectus Supplement) plus 101 basis points (the “Margin”)

Relevant Screen Page:		SOFRINDX Index

Interest Period:		The period beginning on (and including) an Interest Payment Date and ending on (but excluding) the following Interest Payment Date; provided, however, that the initial Interest Period will be the period from (and including) the Expected Settlement Date, to (but excluding) the initial Interest Payment Date


Interest Determination Dates:		Each date that is five U.S. Government Securities Business Days prior to each Interest Payment Date

SOFR Index_Start:		The SOFR Index value on the date that is five U.S. Government Securities Business Days prior to the first day of the relevant Interest Period and, for the initial Interest Period, the SOFR Index value on March 25, 2021

SOFR Index_End:		The SOFR Index value on the date that is five U.S. Government Securities Business Days prior to the Interest Payment Date relating to such Interest Period (or in the final Interest Period, the Maturity Date)

Redemption at the Option of the Issuer:		On or after the Call Date, ING may redeem the notes at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Call Date, as described in the section titled “Description of Notes—Redemption”, beginning on page S-35 of the Preliminary Prospectus Supplement. Any such optional redemption prior to maturity is subject to the consent of the relevant regulator, as described in the section titled “Description of Notes—Redemption—Conditions to Redemption and Purchase”, beginning on page S-36 of the Preliminary Prospectus Supplement.

Interest Payment Dates:		Quarterly in arrear on January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 2021 and ending on the Call Date or the Maturity Date, as applicable.

Issue Price:		100.000%

Underwriting Commission:		0.220%

Net Proceeds:		$399,120,000

Agreement with Respect to the Exercise of the Dutch Bail-in Power:		Notwithstanding any other agreements, arrangements, or understandings between ING and any holder of the notes, by acquiring the notes, each holder and beneficial owner of the notes or any interest therein acknowledges, accepts, recognizes, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the reduction (including to zero), cancellation or write-down (whether on a permanent basis or subject to write-up by the resolution authority) of all, or a portion, of the principal amount of, or interest on, the notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or claims which may give right to

shares or other instruments of ownership or other securities or other obligations of the Issuer or another person (whether or not at the point of non-viability and independently of or in combination with a resolution action), including by means of a variation to the terms of the notes (which may include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a temporary period), or that the notes must otherwise be applied to absorb losses, or any expropriation of the notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the notes for a temporary period.

For these purposes, “Dutch Bail-in Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the Issuer or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements (including, but not limited to, the Dutch Financial Supervision Act) that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the “Bank Recovery and Resolution Directive” or “BRRD”) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution



		regime under the Dutch Intervention Act (as implemented in relevant statutes) and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person (whether at the point of non-viability or as taken together with a resolution action) or may be expropriated (and a reference to the “relevant resolution authority” is to any authority with the ability to exercise a Dutch Bail-in Power).

Events of Default and Remedies:		An “Event of Default” with respect to the notes shall result only if: • ING is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which it may be organized); or • an order is made or an effective resolution is passed for ING’s winding-up or liquidation, unless this is done in connection with a merger, consolidation or other form of combination with another company and (a) ING is permitted to enter into such merger, consolidation or combination or (b) the requisite majority of holders of the relevant series of notes has waived the requirement that ING comply with the relevant merger covenant. Upon the occurrence of an event of default, and only in such instance, the entire principal amount of the notes will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest, subject to obtaining relevant approvals. The payment of principal of the notes will be accelerated only in the event of an event of default (but not the bankruptcy, insolvency or reorganization of any of ING’s subsidiaries). There will be no right of acceleration of the payment of principal of the notes if ING fails to pay any principal, interest or any other amount (including upon redemption) on the notes or in the performance of any of its covenants or agreements contained in the notes. Holders’ remedies for ING’s breach of any obligations under the notes, including ING’s obligation to make payments of principal and interest are extremely limited. The exercise of any Dutch Bail-in Power by the relevant resolution authority will not be an event of default.


Early Redemption Events:		ING may redeem one or more series of the notes upon the occurrence of certain tax events or in the event of changes in treatment of the notes for purposes of certain loss absorption regulations.

Waiver of Right of Set-off:		Subject to applicable law, neither any holder or beneficial owner of notes nor the trustee acting on behalf of the holders and beneficial owners of notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by ING in respect of, or arising under, or in connection with, the notes and each holder and beneficial owner of notes, by virtue of its holding of any notes or any interest therein, and the trustee acting on behalf of the holders and beneficial owners of notes, shall be deemed to have waived all such rights of set-off, netting, compensation or retention.

Risk Factors:		An investment in the notes involves risks. See the section titled “Risk Factors”, beginning on page S-15 of the Preliminary Prospectus Supplement.

Governing Law:		New York laws, except for the waiver of set-off provisions, which will be governed by Dutch law.

ISIN:		US456837AX12

CUSIP:		456837 AX1

Day Count Fraction:		Actual / 360

Denominations:		$200,000 and integral multiples of $1,000 in excess thereof

Business Days:		Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States

U.S. Government Securities Business Days:		Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Business Day Convention:		Modified Following, Adjusted

Expected Listing:		New York Stock Exchange



Prohibition of Sales to each Retail Investor:		No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the United Kingdom.

Joint Book-Running Managers:		BofA Securities, Inc., Goldman Sachs & Co. LLC, ING Financial Markets LLC, Mizuho Securities USA LLC and RBC Capital Markets, LLC

Co-Lead Managers:		Emirates NBD Bank PJSC, Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH and Scotia Capital (USA) Inc.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.