Bond ING Groep 5.75% ( US456837AR44 ) in USD

ING Groep

99.95 % ▲

Netherlands

US456837AR44 ( in USD )

5.75% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond ING Groep US456837AR44 en USD 5.75%, maturity Perpetual

456837AR4

16/05/2025 ( In 21 days )

ING Groep is a global financial institution offering banking, investments, and insurance services across various markets.

ING Groep (Netherlands) issued a perpetual USD-denominated bond (ISIN: US456837AR44, CUSIP: 456837AR4) currently trading at 99.23% of par value, offering a 5.75% coupon rate with semi-annual payments.

Prospectus Supplement to Prospectus dated September 18, 2018
ING Groep N.V.
$1,500,000,000 5.750% Perpetual Additional Tier 1 Contingent Convertible Capital Securities
ING Groep N.V. (the "Issuer") is offering hereby $1,500,000,000 aggregate principal amount of 5.750% Perpetual Additional
Tier 1 Contingent Convertible Capital Securities (the "Securities"). The initial interest rate on the Securities will be 5.750% per annum. The
interest rate will reset every five years, commencing on November 16, 2026 (the "First Call Date"), at the sum of the U.S. Treasury Rate (as
defined herein) on the relevant Reset Determination Date (as defined herein) and 4.342%.
The Securities are expected to qualify as Additional Tier 1 Capital under the Capital Regulations as in force on the Issue Date.
Subject to the more detailed description of the Securities in this prospectus supplement and the accompanying prospectus, the Securities:
S
are perpetual securities with no fixed maturity or redemption date;
S
are not redeemable at the option or election of holders;
S
may be redeemed at the Issuer's option, in whole but not in part, on or after the First Call Date and on any subsequent
Interest Payment Date (as defined herein), or at any time in the event of certain regulatory or tax events;
S
provide that payments of interest shall be due and payable at the sole and absolute discretion of the Issuer and, in certain
circumstances, shall not be paid, and any such interest not paid shall be cancelled;
S
automatically convert into ordinary shares if at any time the Group CET1 Ratio is determined to be less than 7.00% (a
"Trigger Event");
S
are subject to the exercise of the Dutch Bail-in Power by the relevant resolution authority; and
S
constitute the Issuer's direct unsecured obligations ranking pari passu without any preference among themselves and rank
subordinate to Senior Instruments.
Subject to the Issuer's sole and absolute discretion to pay or cancel payments of interest, interest on the Securities will be payable
semi-annually in arrear on May 16 and November 16 of each year, commencing November 16, 2019.
The Securities are not intended to be offered, sold or otherwise made available to, and should not be offered, sold or
otherwise made available to, retail clients, as defined in the Markets in Financial Instruments Directive 2014/65/EU (as amended,
"MiFID II").
Prospective investors are referred to the section headed "Marketing Restrictions" on the inside cover page of this
prospectus supplement for further information.
By acquiring any Securities, you acknowledge, agree to be bound by, and consent to the exercise of, any Dutch Bail-in
Power by the relevant resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or
interest on, the Securities and/or the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into
shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the terms of the
Securities or any expropriation of the Securities, in each case, to give effect to the exercise by the relevant resolution authority of such
Dutch Bail-in Power. See "Notice to Investors" on the inside cover page of this prospectus supplement.
Application has been made to list the Securities on the Global Exchange Market of the Irish Stock Exchange plc trading as
Euronext Dublin (the "GEM").
Investing in the Securities involves risks. See "Risk Factors" beginning on page S-21 of this prospectus supplement and the
other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus for a
discussion of the factors you should carefully consider before deciding to invest in the Securities.
This prospectus supplement includes an Index of Defined Terms on page S-109.
The Securities are not deposit liabilities of ING Groep N.V. or any of its subsidiaries and are not covered by any
compensation scheme, or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United
States, The Netherlands or any other jurisdiction.
Proceeds, before
Underwriting
expenses, to ING
Price to Public(1)
Compensation
Groep N.V.
Per Security . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100.000%
0.700%
99.300%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,500,000,000
$10,500,000
$1,489,500,000
(1) Plus accrued interest, if any, from September 10, 2019.
The underwriters expect to deliver the Securities to purchasers in book-entry form only through the facilities of The Depository
Trust Company ("DTC") on or about September 10, 2019. Beneficial interests in the Securities will be shown on, and transfers thereof will be
effected only through, records maintained by DTC and its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV.
The Securities will be issued only in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 in
excess thereof.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or
disapproved of the Securities or determined that this prospectus supplement is truthful or complete. Any representation to the
contrary is a criminal offense.
Joint Lead Managers and Joint Bookrunners
ING
J.P. Morgan
(Joint Structuring Coordinator)
(Joint Structuring Coordinator)
BNP PARIBAS
Citigroup
Goldman Sachs &Co. LLC
HSBC
Joint Lead Managers
BBVA
DBS Bank Ltd.
Scotiabank
TD Securities
Prospectus Supplement dated September 3, 2019

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-2
MARKETING RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-7
ABOUT THIS PROSPECTUS SUPPLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-9
INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-10
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-11
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-12
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-51
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-52
DESCRIPTION OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-53
DESCRIPTION OF ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-90
TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-91
BENEFIT PLAN INVESTOR CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-98
UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-100
TRADING IN ORDINARY SHARES BY THE ISSUER AND ITS AFFILIATES . . . . . . . . . . . . . . . . . .
S-107
VALIDITY OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-108
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-108
INDEX OF DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-109
PROSPECTUS
PROSPECTUS SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS . . . . . . . . . . .
5
ABOUT THIS PROSPECTUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
RISKS RELATING TO OUR DEBT SECURITIES AND CAPITAL SECURITIES . . . . . . . . . . . . . . . . .
7
DESCRIPTION OF DEBT SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
DESCRIPTION OF CAPITAL SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
DESCRIPTION OF ORDINARY SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82
BENEFIT PLAN INVESTOR CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109
VALIDITY OF THE SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
112
S-1

NOTICE TO INVESTORS
Agreements and Acknowledgements of Investors, Including Holders and Beneficial Owners
Dutch Bail-in Power
Notwithstanding any other agreements, arrangements, or understandings between the Issuer and any
holder of the Securities, by acquiring any Securities, each holder and beneficial owner of a Security or any
interest therein acknowledges, accepts, 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 cancellation or reduction of all, or a portion, of
the principal amount of, or interest on, the Securities and/or the conversion of all, or a portion of, the principal
amount of, or interest on, the Securities into shares or other securities or other obligations of the Issuer or another
person, including by means of a variation to the terms of the Securities or any expropriation of the Securities, 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
Security or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners
of a Security 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. For the avoidance of doubt, the
potential conversion of the Securities into shares, other securities or other obligations in connection with the
exercise of any Dutch Bail-in Power by the relevant resolution authority is separate and distinct from a
Conversion following a Trigger Event. In addition, by acquiring any Securities, each holder and beneficial owner
of a Security 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 vary the terms of the Securities, which may include amending
the Interest Payment Dates or amount, or to suspend any payment in respect of the Securities 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 (Wet op het financieel toezicht)) 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 (the "SRMR"), in each case as amended or superseded) and/or within
the context of a Dutch resolution regime under the Dutch Intervention Act 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).
A "Trigger Event" shall occur if at any time the Issuer, the competent authority or any agent appointed
for such purpose by the competent authority has determined that the Group CET1 Ratio is less than 7.00%.
S-2

By acquiring any Securities, each holder and beneficial owner of a Security or any interest therein,
including any person acquiring any such Security or interest therein after the date hereof, acknowledges and
agrees with and for the benefit of the Issuer and The Bank of New York Mellon, London Branch, as trustee (the
"trustee") as follows:
S
that no exercise of the Dutch Bail-in Power by the relevant resolution authority with respect to the
Securities or cancellation or deemed cancellation of interest on the Securities shall give rise to a
default for purposes of the applicable provisions of the U.S. Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act");
S
that, to the extent permitted by the Trust Indenture Act, such holder or beneficial owner waives any
and all claims against the trustee for, agrees not to initiate a suit against the trustee in respect of, and
agrees that the trustee shall not be liable for, any action that the trustee takes, or abstains from
taking, in either case in accordance with the exercise of the Dutch Bail-in Power by the relevant
resolution authority with respect to the Securities;
S
that, upon the exercise of any Dutch Bail-in Power by the relevant resolution authority, (i) the
trustee shall not be required to take any further directions from holders or beneficial owners of the
Securities under the Indenture and (ii) the Indenture shall impose no duties upon the trustee
whatsoever with respect to the exercise of any Dutch Bail-in Power by the relevant resolution
authority. Notwithstanding the foregoing, if, following the completion of the exercise of the Dutch
Bail-in Power by the relevant resolution authority, the Securities remain outstanding, then the
trustee's duties under the Indenture shall remain applicable with respect to the Securities following
such completion to the extent that the Issuer and the trustee shall agree; and
S
that such holder or beneficial owner (i) consents to the exercise of any Dutch Bail-in Power as it
may be imposed without any prior notice by the relevant resolution authority of its decision to
exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and
any direct participant in DTC or other intermediary through which it holds such Securities to take
any and all necessary action, if required, to implement (x) the Conversion and (y) the exercise of
any Dutch Bail-in Power with respect to the Securities as it may be imposed, without any further
action or direction on the part of such holder or such beneficial owner.
In addition, the exercise of any Dutch Bail-in Power may require interests in the Securities and/or other
actions implementing any Dutch Bail-in Power to be held or taken, as the case may be, through clearing systems,
intermediaries or persons other than DTC.
Additional Agreements
By acquiring any Securities, each holder and beneficial owner of a Security or any interest therein,
including any person acquiring any such Security or interest therein after the date hereof, acknowledges and
agrees to all of the terms and conditions of the Securities and, without limitation, acknowledges and agrees, with
and for the benefit of the Issuer and the trustee, as follows:
Conversion Upon Trigger Event
Such holder or beneficial owner consents to the Conversion of its Securities following a Trigger Event
and consents to the appointment of the Conversion Shares Depository and the issuance of the Conversion Shares
to the Conversion Shares Depository, all of which may occur without any further action on the part of such
holder or beneficial owner or the trustee. To the extent the Securities are held in the form of global securities,
such holder or beneficial owner authorizes, directs and requests DTC, any direct participant therein and any other
intermediary through which it holds such Securities to take any and all necessary action, if required, to
S-3

implement the Conversion without any further action or direction on the part of such holder or beneficial owner
or the trustee. The conversion provisions of the Securities are described in more detail under "Description of the
Securities -- Conversion Upon Trigger Event."
Interest Cancellation
Such holder or beneficial owner acknowledges and agrees that (a) interest is payable solely at the
discretion of the Issuer, and no amount of interest shall become due and payable in respect of the relevant Interest
Payment Date or related Interest Period or redemption date to the extent that it has been cancelled or deemed
cancelled (in whole or in part) by the Issuer in its sole discretion and/or as a result of (i) the Issuer having
insufficient Distributable Items, (ii) the relevant interest payment's causing the Maximum Distributable Amount
to be exceeded, or (iii) a Trigger Event or a Liquidation Event having occurred; and (b) a cancellation or deemed
cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture shall not
constitute a default in payment or otherwise under the terms of the Securities. The interest cancellation
provisions are described in more detail under "Description of the Securities -- Interest Cancellation."
Waiver of Claims
Such holder or beneficial owner unconditionally and irrevocably agrees to each and every provision of
the Indenture and the Securities and waives, to the fullest extent permitted by the Trust Indenture Act and any
other applicable law, any and all claims against the trustee arising out of its acceptance of its trusteeship for the
Securities, including, without limitation, claims related to or arising out of or in connection with a Trigger Event
and/or any Conversion.
Successors and Assigns
Such holder or beneficial owner acknowledges and agrees that all authority conferred or agreed to be
conferred by any holder and beneficial owner pursuant to the provisions described above shall be binding upon
the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of each
holder and beneficial owner of a Security or any interest therein.
S-4

MARKETING RESTRICTIONS
The Securities described in this prospectus supplement are complex financial instruments and are
not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities
have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such
as the Securities to retail investors.
In particular, in June 2015, the United Kingdom Financial Conduct Authority published the
Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015
(as amended or replaced from time to time, the "PI Instrument"), which took effect from October 1, 2015.
In addition, (i) on January 1, 2018, the provisions of the PRIIPs Regulation became directly applicable in
all EEA member states and (ii) MiFID II was required to be implemented in EEA member states by
January 3, 2018. Together, the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the
"Retail Distribution Rules". The Retail Distribution Rules set out various obligations in relation to (i) the
manufacturing and distribution of financial instruments and (ii) the offering, sale and distribution of
packaged retail and insurance-based investment products and certain contingent write-down or
convertible securities, such as the Securities.
Potential investors in the Securities should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial
interests therein), including the Retail Distribution Rules.
Certain of the underwriters (or their affiliates) are subject to, and required to comply with, the
Retail Distribution Rules. In addition, by purchasing, or making or accepting an offer to purchase any
Securities (or a beneficial interest in such Securities) from the Issuer and/or the underwriters, you
represent, warrant, agree with and undertake to the Issuer and each of the underwriters that (1) you are
not a retail client (as defined in MiFID II), (2) whether or not you are subject to the Retail Distribution
Rules, you will not (a) sell or offer the Securities (or any beneficial interests therein) to retail clients (as
defined in MiFID II) or (b) communicate (including the distribution of this prospectus supplement) or
approve an invitation or inducement to participate in, acquire or underwrite the Securities (or any
beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client (as defined in MiFID II). In selling or offering the
Securities (or any beneficial interests therein) or making or approving communications relating to the
Securities (or any beneficial interests therein), you may not rely on the limited exemptions set out in the PI
Instrument and (3) you will at all times comply with all applicable laws, regulations and regulatory
guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale
of instruments such as the Securities, including (without limitation) MiFID II and any other applicable
laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of
an investment in the Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making
or accepting an offer to purchase, any Securities (or any beneficial interests therein) from the Issuer and/
or the underwriters the foregoing representations, warranties, agreements and undertakings will be given
by and be binding upon both the agent and its underlying client.
For the avoidance of doubt, the restrictions described above do not affect the distribution of the
Securities in jurisdictions outside of the EEA, including in the United States, provided that any
distribution complies with the Retail Distribution Rules.
This prospectus supplement has been prepared on the basis that any offer of the Securities in any
member state of the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the
"Prospectus Regulation") from the requirement to publish a prospectus for offers of Securities.
S-5

An investment in the Securities is not an equivalent to an investment in a bank deposit. Although
an investment in the Securities may give rise to higher yields than a bank deposit placed with a member of
the Group (as defined below), an investment in the Securities carries risks which are very different from
the risk profile of such a deposit. Unlike a bank deposit the Securities are transferrable. However, the
Securities may have no established trading market when issued, and one may never develop.
IMPORTANT -- PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL
INVESTORS. The Securities are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European Economic
Area ("EEA"). For these purposes, the expression "retail investor" means a person who is one (or more) of
the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling
the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
Professional investors and ECPs only target market -- Solely for the purposes of each
manufacturer's product approval process, the target market assessment in respect of the Securities has led
to the conclusion that: (i) the target market for the Securities is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Securities to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling or
recommending the Securities (a "distributor") should take into consideration the manufacturers' target
market assessment. However, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Securities (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of
Singapore (the "SFA") -- Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and
309B(1)(c) of the SFA, the Issuer has determined, and hereby notifies all relevant persons (as defined in
Section 309A of the SFA) that the Securities are "prescribed capital markets products" (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and "Excluded
Investment Products" (as defined in MAS Notice SFA 04N12: Notice on the Sale of Investment Products
and MAS Notice FAAN16: Notice on Recommendations on Investment Products).
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein may contain
"forward-looking statements." These statements are forward looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements can be identified
by the fact that they do not relate only to historical or current facts. In particular, forward-looking statements
include all statements that express forecasts, expectations, plans, outlook and projections with respect to future
matters, including trends in results of operations, margins, growth rates, overall market trends, the impact of
changes in interest or exchange rates, the availability or cost of financing to ING Groep N.V. and its consolidated
subsidiaries ("ING"), anticipated cost savings or synergies, expected investments, the completion of ING's
restructuring programs, developments in relation to capital, anticipated tax rates, expected cash payments,
outcomes of litigation and general economic conditions. These forward-looking statements are based on
management's current views and assumptions and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those in such statements. Actual results,
performance or events may differ materially from those expressed or implied in such statements due to, without
limitation:
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changes in general economic conditions, in particular economic conditions in ING's core markets;
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changes in performance of financial markets, including developing markets;
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potential consequences of the United Kingdom leaving the European Union or a break-up of the
eurozone,
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changes in the fiscal position and the future economic performance of the US including potential
consequences of a downgrade of the sovereign credit rating of the US government;
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potential consequences of a European sovereign debt crisis;
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changes in the availability of, and costs associated with, sources of liquidity such as interbank
funding;
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changes in conditions in the credit and capital markets generally, including changes in borrower and
counterparty creditworthiness;
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changes affecting interest rate levels;
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inflation and deflation in ING's principal markets;
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changes affecting currency exchange rates;
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changes in investor and customer behavior;
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changes in general competitive factors;
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changes in or discontinuation of `benchmark' indices;
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changes in laws and regulations and the interpretation and application thereof;
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changes in compliance obligations including, but not limited to, those posed by the implementation
of DAC6;
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geopolitical risks, political instability and policies and actions of governmental and regulatory
authorities;
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changes in standards and interpretations under International Financial Reporting Standards (IFRS)
and the application thereof;
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conclusions with regard to purchase accounting assumptions and methodologies, and other changes
in accounting assumptions and methodologies including changes in valuation of issued securities
and credit market exposure;
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changes in ownership that could affect the future availability to ING of net operating loss, net
capital and built-in loss carry forwards;
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changes in credit ratings;
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the outcome of current and future legal and regulatory proceedings;
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operational risks, such as system disruptions or failures, breaches of security, cyber-attacks, human
error, changes in operational practices or inadequate controls including in respect of third parties
with which ING does business;
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risks and changes related to cybercrime including the effects of cyber-attacks and changes in
legislation and regulation related to cybersecurity and data privacy;
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the inability to protect ING's intellectual property and infringement claims by third parties;
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the inability to retain key personnel;
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business, operational, regulatory, reputation and other risks in connection with climate change; and
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ING's ability to achieve its strategy, including projected operational synergies and cost-saving
programs.
Any forward-looking statements made herein or in the documents incorporated by reference herein
speak only as of the date they are made and it should not be assumed that they have been revised or updated in
the light of new information or future events. Except as required by the GEM, the U.S. Securities and Exchange
Commission ("SEC") or applicable U.S. or other law, ING expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statements contained in this prospectus
supplement or the documents incorporated by reference herein to reflect any change in ING's expectations with
regard thereto or any change in events, conditions or circumstances on which any such statement is based. The
reader should, however, consult any additional disclosures that ING has made or may make in documents ING
has filed or may file with the SEC.
Additional risks and risk factors are identified in ING's filings with the SEC, including in the Issuer's
Annual Report on Form 20-F for the fiscal year ended December 31, 2018, filed on March 8, 2019 (the "2018
Form 20-F"), which is available on the SEC's website at http://www.sec.gov.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement which contains specific
information about the terms of this offering. This prospectus supplement also adds and updates information
contained in, or incorporated by reference into, the accompanying prospectus. The second part, the
accompanying prospectus, provides more general information about the Issuer and securities the Issuer may offer
from time to time, some of which may not apply to this offering of the Securities. This prospectus supplement
and the accompanying prospectus incorporate by reference important business and financial information about us
that is not included in or delivered with this prospectus supplement. You should read both this prospectus
supplement and the accompanying prospectus together with the additional information below under the heading
"Incorporation by Reference." If there is any inconsistency between the information in this prospectus
supplement and the accompanying prospectus or any document incorporated herein or therein by reference, you
should rely on the information in this prospectus supplement.
Neither the Issuer nor the underwriters have authorized any other person to give any information not
contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus or in
any free writing prospectus relating to this offering prepared by or on behalf of the Issuer or to which we have
referred you. The Issuer and the underwriters take no responsibility for, and can provide no assurance as to the
reliability of, any other information that others may give you. This prospectus supplement and the accompanying
prospectus and any free writing prospectus relating to this offering prepared by or on behalf of the Issuer or to
which we have referred you constitute an offer to sell only the Securities, but only under circumstances and in
jurisdictions where it is lawful to do so. The information contained or incorporated by reference into this
prospectus supplement and the accompanying prospectus and in any free writing prospectus relating to this
offering prepared by or on behalf of the Issuer or to which we have referred you is current only as of the
respective dates of such documents. Our business, financial condition, results of operations and prospects may
have changed since those dates.
Unless otherwise specified in this prospectus supplement, references to "ING Groep N.V." or the
"Issuer," are to ING Groep N.V., the holding company incorporated under the laws of The Netherlands, and not
to its consolidated subsidiaries; references to "ING," "ING Group" or the "Group" are to ING Groep N.V. and
its consolidated subsidiaries; references to "ING Bank" are to ING Bank N.V., together with its consolidated
subsidiaries. References to "DTC" shall include any successor clearing system. References to "ordinary shares"
means ordinary shares in the capital of the Issuer currently with a nominal value of 0.01 each. "$" and "U.S.
dollars" shall be to the lawful currency for the time being of the United States. References to "", "EUR" or
"euros" shall be to the currency introduced at the start of the third stage of the European Economic and Monetary
Union pursuant to the treaty establishing the European Community, as amended by the treaty on European
Union.
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