EX-2.1 2 exhibit21.htm EX-2.1 exhibit21
 
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
1
 
 
EXHIBIT 2.1 DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT
 
As of
 
31 December
 
2020 ING
 
Groep N.V.
 
(“
ING
,”
 
the “
Company
,”
 
“
we
,”
 
“
us
,”
 
and “
our
”) had
 
the following
 
series of
securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbols
Name of each exchange on which
registered
American Depositary Shares
ING
New York Stock Exchange
Ordinary shares
 
New York Stock Exchange
(i)
3.150% Fixed Rate Senior Notes due 2022
ING22
New York Stock Exchange
3.950% Fixed Rate Senior Notes due 2027
ING27
New York Stock Exchange
Floating Rate Senior Notes due 2022
ING22A
New York Stock Exchange
Floating Rate Senior Notes due 2023
ING23A
New York Stock Exchange
4.100% Fixed Rate Senior Notes due 2023
ING23
New York Stock Exchange
4.550% Fixed Rate Senior Notes due 2028
ING28
New York Stock Exchange
3.550% Fixed Rate Senior Notes due 2024
ING24
New York Stock Exchange
4.050% Fixed Rate Senior Notes due 2029
ING29
New York Stock Exchange
 
(i)
 
Not
 
for
 
trading,
 
but
 
only
 
in
 
connection
 
with
 
the
 
registration
 
of
 
American
 
Depositary
 
Shares
 
representing
 
such
ordinary shares, pursuant to the requirements of the Securities and Exchange Commission.
Capitalized terms used but not defined
 
herein have the meanings given to
 
them in ING’s annual report on Form 20-F
 
for
the fiscal year ended 31 December 2020.
ORDINARY SHARES
The general meeting of
 
shareholders of ING is
 
referred to as the “
General Meeting
,” which term refers to both the body
consisting of shareholders and other persons entitled to vote as well as the meeting of shareholders and other persons
entitled to attend meetings. This section summarizes the material terms of our
 
ordinary shares, including summaries of
certain
 
provisions
 
of our
 
articles of
 
association
 
and applicable
 
Dutch
 
law
 
in effect
 
on the
 
date
 
hereof.
 
They do
 
not,
however, describe every aspect of the ordinary shares,
 
the articles of
 
association or Dutch law. References to provisions
of our
 
articles of
 
association are
 
qualified in
 
their entirety
 
by reference
 
to
 
the full
 
articles of
 
association, an
 
English
translation of
 
which has been
 
filed as an
 
exhibit to
 
our annual report
 
on Form 20-F
 
for the
 
year ended 31
 
December,
2020, as Exhibit 1.1 (incorporated by reference to Exhibit 99.1 of ING’s
 
Report on Form 6-K filed on 25 August 2020).
 
General
As at 31 December, 2020, our authorized share capital was divided
 
into 14,729,000,000 ordinary shares, with a
 
nominal
value of EUR
 
0.01 per ordinary
 
share, and 4,571,000,000
 
cumulative preference shares with a
 
nominal value of
 
EUR 0.01
per cumulative preference share.
 
The ordinary shares
 
and the cumulative
 
preference shares are each
 
in registered form.
The outstanding
 
ordinary shares
 
are fully
 
paid and
 
non-assessable. As at
 
31 December,
 
2020, 3,900,668,035 ordinary
shares were issued and
 
outstanding. In addition,
 
as at 31
 
December, 2020, no cumulative preference shares were
 
issued
and outstanding.
 
Articles of Association
 
ING is a holding company
 
organised under the laws
 
of the Netherlands. Its object and
 
purpose, as set forth in
 
article 3
of its Articles of Association, is to participate in, manage, finance, furnish personal or real security for the obligations of
and provide services
 
to other enterprises
 
and institutions of
 
any kind, but
 
in particular
 
enterprises and institutions
 
which
are active in the field of lending, the
 
financial markets, investment and/or other financial services, and to engage in any
activity which
 
may be
 
related or
 
conducive to
 
the foregoing.
 
ING is
 
registered
 
under file
 
number 33231073
 
with the
Trade Register
 
of the Chamber of Commerce and the Articles of Association are available there and on ING’s website.
 
Certain Powers of Directors
 
The Supervisory Board determines the compensation
 
of the members of the Executive
 
Board within the framework
 
of
the remuneration policy adopted by the General Meeting and the compensation
 
of members of the Supervisory Board
is determined by the General Meeting. Without prejudice to their voting rights they may have if they are a shareholder
of ING, neither members of the
 
Executive Board nor members
 
of the Supervisory Board will vote
 
on compensation for
themselves or any other member of their body.
 
During the term of
 
their office, members
 
of the Supervisory Board
 
are not allowed
 
to borrow or
 
to accept guarantees
from ING or
 
any of its
 
subsidiaries. Loans that
 
already exist
 
upon appointment as
 
a member of
 
the Supervisory Board
however, may be continued. Subsidiaries of ING however, may in the normal course of their business and
 
on terms that
are customary in the
 
sector, provide certain other banking and
 
insurance services to
 
members of the Supervisory
 
Board.
These services
 
may
 
include
 
services in
 
which the
 
granting
 
of credit
 
is of
 
a
 
subordinate
 
nature,
 
e.g. credit
 
cards
 
and
overdrafts
 
in current
 
accounts. As
 
of 31
 
December 2020
 
ING and
 
its subsidiaries
 
shall provide
 
banking and
 
insurance
products
 
to
 
members
 
of
 
the
 
Supervisory
 
Board
 
only
 
in
 
the
 
normal
 
course
 
of
 
their
 
business
 
and
 
on
 
terms
 
that
 
are
customary in
 
the sector with
 
due observance of
 
the applicable company
 
policies provided
 
that loans, guarantees
 
and
the
 
like
 
are
 
subject
 
to
 
the
 
approval
 
of
 
the
 
Supervisory
 
Board,
 
which
 
has
 
delegated
 
its
 
approval
 
authority
 
to
 
its
Chairperson and the Vice-Chairperson. Supervisory Board
 
approval is not required
 
for banking and insurance products
in which the granting of credit is of a secondary nature, e.g. credit cards and overdrafts in current accounts.
Members of the Supervisory Board and members of the Executive
 
Board with a conflict of interest
 
may not participate
in the decision-making with respect to the matter or transaction to which
 
the conflict of interest relates,
 
and the votes
of such members shall not be taken into account.
The Articles
 
of Association
 
do not
 
contain
 
any
 
age limits
 
for
 
retirement
 
of the
 
members of
 
the Executive
 
Board and
members of the Supervisory Board. The retirement age for members of the Executive Board under the (Dutch) pension
plan is the first day of the month that the individual reaches the age of 67.
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
2
 
 
Members of the
 
Executive Board are
 
appointed by
 
the General
 
Meeting for a
 
term of
 
four years and
 
may be reappointed.
 
Supervisory Board members shall be nominated for appointment for a maximum of
 
four years and may be reappointed
once for another four-year
 
period. Without prejudice to any current
 
term of appointment which commenced before
 
1
January 2017, Supervisory Board members may be nominated for reappointment for an additional period of two years,
which period may subsequently be extended by at most two
 
years. In the event of a reappointment after having served
for two
 
terms of
 
four years
 
or more,
 
reasons must
 
be given
 
in the
 
report of
 
the Supervisory
 
Board. The
 
Supervisory
Board may deviate from the above in special circumstances at its discretion.
Both members of the Executive Board and
 
members of the Supervisory
 
Board are appointed from a binding nomination
by the Supervisory Board. The General
 
Meeting may declare the nomination
 
non-binding by a resolution passed by
 
an
absolute majority of the
 
votes cast, which
 
majority represents more
 
than half of the issued
 
share capital. Members
 
of
the Executive Board and the Supervisory Board are not required to hold any shares of ING to qualify as such.
 
Restrictions on share ownership
 
As of 31
 
December 2020 there
 
were no limitations
 
under Dutch law
 
or the Articles
 
of Association on
 
the right to
 
own
Ordinary Shares, including the right of non-Dutch nationals or residents rights to hold or exercise voting rights.
General Meeting
 
Frequency and agenda of General Meetings
 
ING’s Annual General Meeting (AGM) is normally held each year in April or May to discuss the course of business in the
preceding financial year on the basis of the reports prepared by the Executive Board and the Supervisory Board, and to
decide on:
• The distribution of dividends or other distributions;
 
• The appointment and/or reappointment of members of the Executive Board and the Supervisory Board;
• Any other items requiring shareholder approval pursuant to Dutch law; and
 
• Any other
 
matters proposed
 
by the Supervisory Board,
 
the Executive
 
Board or shareholders
 
in accordance with
the Articles of Association.
Main powers of the General Meeting
 
The main powers of the General Meeting are to decide on:
●
 
the
 
appointment,
 
suspension
 
and
 
dismissal
 
of
 
members
 
of
 
the
 
Executive
 
Board
 
and
 
members
 
of
 
the
Supervisory Board,
 
subject to
 
a
 
binding
 
nomination
 
of
 
the
 
Supervisory Board
 
as
 
set
 
forth
 
in
 
the
 
Articles
 
of
Association;
●
 
the adoption of the financial statements;
●
 
the declaration of
 
dividends, subject to
 
the power of
 
the Executive Board
 
to allocate part
 
or all of
 
the profits
to the reserves - with approval of the Supervisory Board - and
 
the declaration of other distributions, subject to
a proposal by the Executive Board and approved by the Supervisory Board.
 
●
 
the appointment of the external auditor;
●
 
an
 
amendment
 
of
 
the
 
Articles
 
of
 
Association,
 
a
 
legal
 
merger
 
or
 
division
 
of
 
ING,
 
and
 
winding-up
 
of
 
ING,
 
all
subject to a proposal made by the Executive Board with approval by the Supervisory Board;
●
 
the issuance
 
of shares
 
or rights
 
to subscribe
 
for shares,
 
the restriction
 
or exclusion
 
of pre-emptive
 
rights of
shareholders, and
 
delegation of
 
these powers to
 
the Executive
 
Board, subject to
 
a proposal by
 
the Executive
Board that has been approved by the Supervisory Board;
●
 
the
 
authorisation
 
of
 
a
 
repurchase
 
of
 
outstanding
 
shares
 
and/or
 
a
 
cancellation
 
of
 
shares.
 
In
 
addition,
 
the
approval of
 
the General Meeting
 
is required
 
for Executive
 
Board decisions that
 
would be expected
 
to have
 
a
material effect on the identity or nature of ING or its enterprise.
 
Notice
In line with Dutch law,
 
ING convenes its General Meetings by
 
public notice via the ING website (www.ing.com)
 
at least
42 days before the day of the General Meeting.
This period can be
 
shortened to 10 days
 
(in accordance with ING’s
 
Articles of Association as
 
provided for under
 
Dutch
law, implementing the BRRD) if
 
(i) ING meets the criteria for early intervention measures, (ii) resolution can be avoided
by means of
 
a capital increase;
 
and (iii) a
 
General Meeting would
 
be required to
 
enable ING
 
to issue the
 
required number
of shares.
 
Together
 
with the notice, all information
 
relevant for shareholders
 
is made available via ING’s
 
website (www.ing.com)
and through
 
its head office.
 
This information
 
includes the notice
 
of the General
 
Meeting, the agenda,
 
instructions on
how to participate in the meeting (either in person or by proxy),
 
the place and time of the meeting,
 
explanatory notes
to
 
the
 
agenda
 
including
 
the
 
verbatim
 
text
 
of
 
the
 
proposals,
 
as
 
well
 
as
 
the
 
reports
 
of
 
the
 
Executive
 
Board
 
and
 
the
Supervisory Board.
 
Proposals by and dialogue with shareholders
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
3
 
 
Shareholders may
 
propose items
 
for the
 
agenda of
 
a General
 
Meeting if they
 
individually or jointly
 
represent at
 
least
one percent of the issued share capital. Such proposals should be adequately substantiated under Dutch law.
 
Shareholders
 
have
 
the
 
opportunity
 
to
 
contact
 
ING
 
about
 
the
 
General
 
Meeting,
 
via
 
a
 
dedicated
 
webpage
 
on
 
ING’s
website (www.ing.com).
 
Record date
 
In accordance
 
with Dutch
 
law,
 
the record
 
date
 
for attending
 
a General
 
Meeting and
 
voting on
 
the proposals
 
at that
General Meeting is
 
the 28th day
 
before the
 
day of the
 
General Meeting. Only
 
those holding shares at
 
the record date
may attend the General Meeting and may participate, vote and exercise any other rights attached to their shares in the
General Meeting,
 
regardless of
 
any subsequent
 
sale or purchase
 
of shares.
 
The record
 
date is
 
published in the
 
notice
for the General Meeting. If a shortened convocation of 10 days is applicable (see ‘Notice’ above, the record
 
date is two
days after the convocation date.
 
In accordance with US
 
requirements, the depositary sets
 
a record date for the
 
ADRs, which date determines
 
which ADRs
are entitled to give voting instructions. This record date can differ
 
from the record date set by ING for shareholders.
Attending General Meetings
 
Shareholders may
 
attend a
 
General Meeting
 
in person
 
or may
 
grant
 
a proxy
 
in writing
 
to a
 
third party
 
to attend
 
the
meeting
 
and
 
to
 
vote
 
on
 
their behalf.
 
ING will
 
make
 
proxy
 
forms
 
available
 
on
 
its website
 
(www.ing.com)
 
before
 
the
General Meeting.
 
For logistical
 
reasons, attending
 
the General Meeting,
 
either in person
 
or by proxy,
 
is subject to
 
the requirement
 
that
ING is notified in advance. Instructions to that effect are included in the notice for the General Meeting.
 
General Meetings are webcast
 
via ING’s website (www.ing.com), so that
 
shareholders who could
 
not attend the General
Meeting in person can nevertheless follow the meeting online.
Voting rights on shares
 
Each share
 
entitles the holder
 
to cast
 
one vote at
 
the General Meeting.
 
The Articles of
 
Association do not
 
restrict the
voting rights
 
on any
 
class of
 
shares. ING
 
is not
 
aware of
 
any agreement
 
that restricts
 
voting rights
 
on any
 
class of
 
its
shares.
Proxy voting facilities
 
ING provides
 
proxy voting
 
facilities to
 
its investors
 
via ING’s
 
website (www.ing.com)
 
and solicits
 
proxies from
 
its ADR
holders in line with common practice in the US.
Proxy
 
voting
 
forms
 
are
 
made available
 
on ING’s
 
website
 
(www.ing.com).
 
By
 
returning the
 
form,
 
shareholders
 
give a
proxy
 
to
 
an
 
independent
 
proxy
 
holder
 
(a
 
public
 
notary
 
registered
 
in
 
the
 
Netherlands)
 
to
 
vote
 
on
 
their
 
behalf,
 
in
accordance
 
with the
 
instructions expressly
 
given
 
on the
 
proxy
 
form.
 
Submitting
 
these forms
 
is subject
 
to
 
additional
conditions as specified on such forms.
 
ING will send an
 
electronic confirmation of receipt of the
 
votes to the person that casts the
 
vote. In addition, on request
made within three months from the date of the General Meeting, ING will confirm to the shareholder or a third person
designated
 
by
 
the
 
shareholder
 
that
 
the
 
shareholder’s
 
votes
 
have
 
been
 
validly
 
recorded
 
and
 
counted
 
by
 
ING,
 
if
 
this
information is not already available to the shareholder directly.
To encourage participation at the General Meeting, ING provides the EVO (e-voting) platform, an online
 
facility through
which shareholders can register for a meeting or appoint a proxy.
Reporting
 
Resolutions adopted
 
at a
 
General Meeting
 
are generally
 
published on
 
ING’s
 
website (www.ing.com)
 
within one
 
week
following
 
the meeting.
 
In accordance
 
with the
 
Dutch Corporate
 
Governance Code,
 
the draft
 
minutes of
 
the General
Meeting are made available to shareholders
 
on the website no later than
 
three months after the meeting.
 
Shareholders
then have three months to review the draft minutes, following which time the minutes are adopted by the chairman of
the
 
meeting
 
and
 
by
 
a
 
shareholder
 
appointed
 
by
 
that
 
meeting.
 
The
 
final
 
minutes
 
are
 
then
 
made
 
available
 
on
 
ING’s
website (www.ing.com).
 
As an alternative to the
 
minutes, a notarial record
 
of the business transacted at
 
the AGM can
be made.
 
Capital and shares
 
Capital structure
 
The authorised capital of ING Groep N.V.
 
consists of ordinary shares and cumulative preference
 
shares. Currently,
 
only
ordinary shares
 
are issued,
 
while a
 
call option
 
to acquire
 
cumulative preference
 
shares has
 
been granted
 
to the
 
ING
Continuity Foundation (
Stichting Continuïteit ING
). The acquisition of cumulative preference shares pursuant to the call
option
 
is
 
subject
 
to
 
the
 
restriction
 
that,
 
immediately
 
after
 
the
 
issuance
 
of
 
cumulative
 
preference
 
shares,
 
the
 
total
amount of cumulative preference shares outstanding may
 
not exceed one third of the total issued share capital of ING.
The purpose of this call
 
option is to protect the independence,
 
continuity and identity of ING against influences
 
that are
contrary to the interests of ING, its enterprise and the enterprises of its subsidiaries and all stakeholders (including, but
not limited to, hostile takeovers).
 
However,
 
the ordinary shares are not used for protective purposes.
 
The board of ING Continuity Foundation comprises of four members who are independent of ING Group. No current or
former Executive Board member, Supervisory Board member, ING Group employee or permanent adviser to ING
 
Group
is
 
on
 
the
 
board
 
of
 
the
 
ING
 
Continuity
 
Foundation.
 
The
 
board
 
of
 
the
 
ING
 
Continuity
 
Foundation
 
appoints
 
its
 
own
members, after
 
consultation with
 
the Supervisory
 
Board of
 
ING Group,
 
but without
 
any requirement
 
for approval
 
by
ING Group or its Supervisory Board.
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
4
 
 
ING’s
 
authorised capital
 
is
 
the
 
maximum
 
amount
 
of
 
capital
 
allowed
 
to
 
be
 
issued
 
under
 
the
 
terms
 
of
 
the Articles
 
of
Association. New
 
shares
 
in excess
 
of this
 
amount can
 
only be
 
issued if
 
the Articles
 
of Association
 
are amended.
 
For
flexibility reasons and in line with the requirements
 
of the BRRD that the amount of authorised share
 
capital should at
all times be
 
sufficient to permit
 
the issuance of as
 
many ordinary shares
 
as required for
 
a potential future
 
bail-in, ING
seeks to set the authorised
 
capital in the Articles of
 
Association at the highest level permitted
 
by law, which is five times
the actually issued share capital.
Issuance of shares
 
Share issuances
 
are decided
 
by the
 
General Meeting,
 
which may
 
also delegate
 
its authority.
 
Each year,
 
a proposal
 
is
made to
 
the General
 
Meeting to
 
delegate
 
authority to
 
the Executive
 
Board to
 
issue new
 
ordinary shares
 
or to
 
grant
rights to subscribe to new ordinary shares, both with and without pre-emptive rights for existing shareholders.
 
The set-up and content of
 
the currently applicable share issue authorisation have been discussed with many
 
investors,
proxy advisors
 
and other
 
stakeholders
 
in the
 
context of
 
the corporate
 
governance review
 
of 2016
 
and in
 
the general
meetings of 2016 and subsequent years; their feedback has been taken
 
into account. It enables the Executive Board to
issue
 
new
 
ordinary
 
shares
 
(including
 
the
 
granting
 
of
 
rights
 
to
 
subscribe
 
for
 
ordinary
 
shares,
 
such
 
as
 
warrants
 
or
 
in
connection with
 
convertible debt
 
instruments) for
 
a period
 
of 18
 
months, ending
 
on 28
 
October 2021
 
subject to
 
the
following conditions and limits:
 
●
 
No more than 40 percent of the issued share capital in connection with a
 
rights issue, being a share offering to
all
 
shareholders
 
in
 
proportion
 
to
 
their
 
existing
 
holdings
 
of
 
ordinary
 
shares
 
as
 
nearly
 
as
 
may
 
be
 
practical.
However,
 
the
 
Executive
 
Board
 
and
 
Supervisory Board
 
may
 
exclude
 
certain
 
shareholders
 
from
 
such
 
a
 
share
offering for practical or legal reasons such as record
 
dates, fractional entitlements, treasury shares, applicable
legal restrictions on share offerings or in the context of a syndicated
 
rights issue; plus
 
●
 
No
 
more
 
than
 
10
 
percent
 
of
 
the
 
issued
 
share
 
capital,
 
with
 
or
 
without
 
pre-emptive
 
rights
 
of
 
existing
shareholders.
Specific approval by the General Meeting is required for any share issuance exceeding
 
these limits.
 
As explained at the
 
start of the paragraph,
 
the purpose of
 
this share issue
 
authorisation is to
 
delegate the power to
 
issue
new ordinary shares
 
to the Executive
 
Board, without first
 
having to obtain
 
the consent of the
 
General Meeting, which
in the Netherlands is
 
subject to a statutory convocation period of
 
at least 42 days. This
 
authorisation gives ING flexibility
in
 
managing
 
its
 
capital
 
resources,
 
including
 
regulatory
 
capital,
 
while
 
taking
 
into
 
account
 
shareholders’
 
interests
 
to
prevent
 
dilution
 
of
 
their
 
shares.
 
In
 
particular,
 
it
 
enables
 
ING
 
to
 
respond
 
promptly
 
to
 
developments
 
in
 
the
 
financial
markets, should circumstances so
 
require. The Executive Board
 
and the
 
Supervisory Board
 
consider it in
 
the best interest
of ING to have the flexibility this authorisation provides.
This authorisation may
 
be used for any
 
purpose, including but not
 
limited to strengthening
 
capital, financing, mergers
or acquisitions. However,
 
the authorisation to issue ordinary
 
shares by way of
 
rights issue cannot be used
 
for mergers
or
 
acquisitions
 
on
 
a
 
stock-for-stock
 
basis
 
as
 
this
 
is
 
incompatible
 
with
 
the
 
concept
 
of
 
pre-emptive
 
rights
 
for
 
existing
shareholders.
Shareholders who are not allowed to, do not elect to, or are unable to
 
subscribe to a rights offering, are entitled to sell
their rights
 
in the
 
market
 
or receive
 
any net
 
financial benefit
 
upon completion
 
of a
 
rump offering
 
after the
 
exercise
period has ended.
Transfer of shares and transfer restrictions
 
Shares not
 
included in the
 
Securities Giro
 
Transfer
 
Act system
 
(
Wet Giraal
 
Effectenverkeer
 
system) are
 
transferred
 
by
means of a deed of
 
transfer between the
 
transferor and
 
the transferee. To
 
become effective, ING
 
has to acknowledge
the transfer, unless ING itself is a party
 
to the transfer. The Articles of Association do
 
not restrict the transfer of ordinary
shares, whereas the transfer of cumulative preference
 
shares is subject to prior approval of the Executive Board. ING is
not aware of the existence of any agreement pursuant to which the transfer
 
of ordinary shares or American depositary
receipts for such shares is restricted.
 
Shares that are included in
 
the Securities Giro Transfer
 
system are transferred
 
pursuant to the Securities Giro
 
Transfer
Act
 
(
Wet
 
Giraal
 
Effectenverkeer
).
 
A
 
shareholder,
 
who
 
wishes
 
to
 
transfer
 
such
 
shares,
 
must
 
instruct
 
the
 
securities
intermediary where his shares are administered accordingly.
Repurchase of shares
 
ING Group may repurchase
 
issued ING shares.
 
Although the power
 
to repurchase shares is
 
vested in the Executive
 
Board
and subject to
 
the approval of the
 
Supervisory Board, prior
 
authorisation from the
 
General Meeting is
 
required for these
repurchases. Under Dutch law,
 
this authorisation lapses after a maximum of 18
 
months. Each year,
 
a proposal is made
to the General Meeting to authorise the repurchase of shares by the Executive Boardfor a period of 18 months.
Pursuant to the
 
authorisation, no more
 
than 10 percent
 
of ING’s
 
share capital may
 
be held as treasury
 
shares until 28
October
 
2021.When
 
repurchasing
 
shares,
 
the
 
Executive
 
Board
 
must
 
observe
 
the
 
price
 
ranges
 
prescribed
 
in
 
the
authorisation. For the ordinary shares, the authorisation currently in force
 
stipulates a minimum price of one eurocent
and a
 
maximum price
 
equal to
 
the highest
 
stock
 
price on
 
the Amsterdam
 
Stock Exchange
 
on the
 
date on
 
which the
purchase agreement is concluded or on the preceding day of stock market trading.
Special rights of control
 
No special
 
rights of
 
control
 
referred
 
to
 
in Article
 
10 of
 
the directive
 
of the
 
European Parliament
 
and the
 
Council on
takeover bids (2004/25/EC) are attached to any
 
share.
Obligations of shareholders to disclose holdings
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
5
 
 
Pursuant
 
to
 
Section
 
5.3
 
of
 
the
 
Dutch
 
Financial Supervision
 
Act
 
(
Major
 
Holdings
 
Rules
),
 
any
 
person
 
who,
 
directly
 
or
indirectly, acquires or disposes of
 
an interest in the
 
voting rights and/or
 
the capital of
 
(in short) a
 
public limited company
incorporated
 
under
 
the
 
laws
 
of
 
the
 
Netherlands
 
with
 
an
 
official
 
listing
 
on
 
a
 
stock
 
exchange
 
within
 
the
 
European
Economic Area, as a result of which acquisition or disposal the
 
percentage of voting rights or capital
 
interest - whether
through ownership
 
of shares,
 
American depositary
 
receipts (
ADRs
) or
 
any other
 
financial instrument,
 
whether stock-
settled or cash-settled,
 
such as call or put
 
options, warrants, swaps
 
or any other similar contract
 
- reaches, exceeds
 
or
falls below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% or 95% is required to provide
 
updated information
on its
 
holdings. With
 
respect to
 
ING, the
 
Major Holdings Rules
 
require any
 
person whose
 
interest in
 
the voting
 
rights
and/or capital of
 
ING reaches,
 
exceeds or falls
 
below those
 
percentages - whether
 
through ownership of
 
ordinary shares,
ADRs or any
 
other financial
 
instrument whether stock
 
settled or cash
 
settled, such as
 
call or put
 
options, warrants, swaps
or any other similar contract, to notify in writing
 
the Dutch Authority for the Financial Markets (AFM) immediately
 
after
the acquisition or disposal of the triggering capital interest or voting rights.
 
A notification requirement also applies if a person’s
 
capital interest or voting rights
 
reaches, exceeds or falls below the
above-mentioned thresholds as a result of a change in ING’s total issued share capital or voting rights.
 
Such notification
must be made no later
 
than the fourth trading
 
day after the AFM
 
has published ING’s
 
notification of the change in
 
its
issued share capital.
 
The notification will
 
be recorded
 
in a public
 
register that
 
is held by
 
the AFM and published
 
on its
website (www.afm.nl/en).
Details of investors,
 
if any,
 
who have reported
 
their interest in
 
ING Group pursuant
 
to the Dutch Financial
 
Supervision
Act (or the predecessor of this legislation), are included in the ING shares chapter.
 
Non-compliance with the obligations of
 
the Major Holdings Rules
 
can lead to criminal prosecution
 
or administrative law
sanctions. In
 
addition, a
 
civil court
 
can issue
 
orders
 
against
 
any
 
person who
 
fails
 
to notify
 
or incorrectly
 
notifies the
Dutch Authority
 
for the
 
Financial Markets,
 
in accordance
 
with the
 
Major Holdings
 
Rules, including
 
suspension of
 
the
voting right in respect of such person’s ordinary shares.
ING Group
 
is not
 
aware of
 
any investors
 
(or potential
 
shareholders) with
 
an interest
 
of three
 
percent or
 
more in
 
ING
Group other than those shown in Item 7. A ‘Major shareholders’ in ING’s annual report on Form 20-F for
 
the fiscal year
ended 31 December 2020 as per year-end 2020.
Each person
 
holding a gross
 
short position in
 
relation to
 
the issued share
 
capital of
 
ING that
 
reaches, exceeds
 
or falls
below any one of the above-mentioned
 
thresholds must immediately give written notice to
 
the AFM. If a
 
person’s gross
short position reaches,
 
exceeds or
 
falls below one
 
of the above-mentioned
 
thresholds as a
 
result of a
 
change in ING’s
issued
 
share
 
capital,
 
such
 
person
 
must
 
make
 
a
 
notification
 
not
 
later
 
than
 
the fourth
 
trading
 
day
 
after
 
the
 
AFM has
published the Company’s notification in the public register of the AFM.
In addition, pursuant to Regulation (EU) no. 236/2012 of the European Parliament
 
and the Council on short-selling and
certain aspects of
 
credit default swaps, any
 
person who acquires
 
or disposes of
 
a net short
 
position relating to
 
the issued
share capital of
 
ING Group, whether by
 
a transaction in
 
shares or ADRs, or
 
by a transaction
 
creating or relating
 
to any
financial instrument where
 
the effect or
 
one of the effects
 
of the transaction is
 
to confer
 
a financial advantage
 
on the
person entering into that
 
transaction in the event of
 
a change in the price of such
 
shares or ADRs, is required to
 
notify
the AFM, in accordance
 
with the provisions of
 
the regulation if,
 
as a result of
 
such acquisition or disposal the
 
person’s
net short position
 
reaches, exceeds
 
or falls below
 
0.2 percent
 
of the issued
 
share capital
 
of ING and
 
each 0.1 percent
above
 
that. Each
 
reported
 
net short
 
position equal
 
to
 
0.5 percent
 
of the
 
issued share
 
capital
 
of ING
 
Group
 
and any
subsequent
 
increase
 
of that
 
position
 
by
 
0.1%
 
will be
 
made public
 
via the
 
short selling
 
register
 
on the
 
AFM
 
website
(www.afm.nl/en/).
Change of control provisions
 
Legal provisions
 
Pursuant
 
to
 
the
 
terms
 
of
 
the
 
Dutch
 
Financial
 
Supervision
 
Act,
 
a
 
declaration
 
of
 
no
 
objection
 
from
 
the
 
ECB
 
must
 
be
obtained
 
by
 
anyone
 
wishing to
 
acquire
 
or hold
 
a participating
 
interest
 
of at
 
least 10
 
percent
 
in ING
 
and to
 
exercise
control
 
attached
 
to
 
such a
 
participating interest.
 
Similarly,
 
on the
 
basis of
 
indirect change
 
of control
 
statutes
 
in the
various jurisdictions where subsidiaries of ING
 
Group are operating, permission from, or notification
 
to, local regulatory
authorities may be required for the acquisition of a substantial interest in ING Group.
Amendment of the Articles of Association
 
The General Meeting may
 
resolve to amend the Articles of
 
Association of ING, provided that
 
the resolution is adopted
based on a proposal of the Executive Board, which has been approved by the Supervisory Board. An amendment of the
Articles of Association is required to be executed by notarial deed.
 
 
 
 
 
 
 
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
6
 
 
 
DEBT SECURITIES
Each series of notes
 
listed on the New
 
York Stock
 
Exchange and set
 
forth on the cover
 
page to ING’s
 
annual report on
Form 20-F
 
for the
 
year ended
 
December 31,
 
2020 has
 
been issued
 
by ING.
 
Each of
 
these series
 
of notes
 
was issued
pursuant to an effective
 
registration statement
 
and a related prospectus
 
and prospectus supplement setting
 
forth the
terms of the relevant series of notes.
 
The following
 
table sets
 
forth
 
the dates
 
of the
 
registration
 
statements,
 
dates of
 
the base
 
prospectuses and
 
dates of
issuance for each relevant series of notes (the “
Notes
”).
Series
Registration
Statement
Date of Base
Prospectus
Date of Issuance
3.150% Fixed Rate Senior Notes due
2022
333-202880
March 21, 2017
March 29, 2017
3.950% Fixed Rate Senior Notes due
2027
333-202880
March 21, 2017
March 29, 2017
Floating Rate Senior Notes due
2022
333-202880
March 21, 2017
March 29, 2017
Floating Rate Senior Notes due
2023
333-22739
September 18, 2018
October 2, 2018
4.100% Fixed Rate Senior Notes due
2023
333-22739
September 18, 2018
October 2, 2018
4.550% Fixed Rate Senior Notes due
2028
333-22739
September 18, 2018
October 2, 2018
3.550% Fixed Rate Senior Notes due
2024
333-22739
September 18, 2018
April 9, 2019
4.050% Fixed Rate Senior Notes due
2029
333-22739
September 18, 2018
April 9, 2019
 
The following description of our Notes is a summary
 
and does not purport to be complete and is
 
qualified in its entirety
by the full terms of the Notes.
 
 
Description of the Fixed Rate Notes
The 3.150% Fixed
 
Rate Senior
 
Notes due 2022
 
(the “
2022 notes
”), the 3.950%
 
Fixed Rate
 
Senior Notes due
 
2027 (the
“
2027 notes
”), the 4.100%
 
Fixed Rate
 
Senior notes due
 
2023 (the “
2023 notes
”), the 4.550%
 
Fixed Rate
 
Senior Notes
due 2028 (the
 
“
2028 notes
”), the 3.550%
 
Fixed Rate
 
Senior Notes due
 
2024 (the “
2024 notes
”) and the
 
4.050% Fixed
Rate Senior Notes due 2029
 
(the “
2029 notes
”) (together, the “
fixed rate notes
”) were issued in the
 
aggregate principal
amount, and unless previously
 
redeemed and cancelled will mature
 
on the Maturity Date
 
and will bear interest
 
at the
rate per annum, set forth in the table below:
 
Aggregate Principal
Amount
Maturity Date
Fixed Interest
Rate
2022 notes
 
...........................................................
 
$1,500,000,000
March 29, 2022
3.150%
2027 notes
 
...........................................................
 
$1,500,000,000
March 29, 2027
3.950%
2023 notes
 
...........................................................
 
$1,500,000,000
October 2, 2023
4.100%
2028 notes
 
...........................................................
 
$1,250,000,000
October 2, 2028
4.550%
2024 notes
 
...........................................................
 
$1,000,000,000
April 9, 2024
3.550%
2029 notes
 
...........................................................
 
$1,000,000,000
April 9, 2029
4.050%
 
Interest
 
on
 
the
 
fixed
 
rate
 
notes
 
will
 
be
 
payable
 
semi-annually
 
in
 
arrear
 
on
 
the
 
Fixed
 
Rate
 
Interest
 
Payment
 
Dates,
commencing on the First Fixed Rate Interest Payment
 
Date, set forth in the table below:
 
 
 
 
 
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
7
 
 
Fixed Rate Interest
Payment Dates
First Fixed Rate
Interest Payment
Date
2022 notes
 
..........................................................
 
March
 
29
 
and
 
September
29 of each year
September 29, 2017
2027 notes
 
..........................................................
 
March
 
29
 
and
 
September
29 of each year
September 29, 2017
2023 notes
 
..........................................................
 
April
 
2
 
and
 
October
 
2
 
of
each year
April 2, 2019
2028 notes
 
..........................................................
 
April
 
2
 
and
 
October
 
2
 
of
each year
April 2, 2019
2024 notes
 
..........................................................
 
April
 
9
 
and
 
October
 
9
 
of
each year
October 9, 2019
2029 notes
 
..........................................................
 
April
 
9
 
and
 
October
 
9
 
of
each year
October 9, 2019
 
The regular record
 
dates for the
 
fixed rate notes will
 
be the
 
Business Day immediately
 
preceding each Fixed
 
Rate Interest
Payment Date
 
(or,
 
if the fixed
 
rate notes
 
are held in
 
definitive form,
 
the 15th Business Day
 
preceding each Fixed
 
Rate
Interest Payment
 
Date).
 
If any
 
scheduled Fixed
 
Rate Interest
 
Payment Date
 
is not a
 
Business Day,
 
we will
 
pay interest
 
on the
 
next succeeding
Business Day,
 
but interest
 
on that payment
 
will not accrue during
 
the period from
 
and after the
 
scheduled Fixed Rate
Interest
 
Payment
 
Date. If
 
the Maturity
 
Date or
 
date of
 
redemption or
 
repayment
 
is not
 
a Business
 
Day,
 
we may
 
pay
interest
 
and
 
principal and/or
 
any
 
amount
 
payable
 
upon redemption
 
of the
 
fixed
 
rate
 
notes
 
on
 
the next
 
succeeding
Business Day, but interest on that payment will not accrue during the period from and after such Maturity Date or date
of redemption or repayment. Interest on the fixed rate notes will be computed on the basis of a 360-day year of twelve
30-day months.
 
Description of the Floating Rate Notes
 
The Floating Rate Senior Notes due 2022 (the “
2022 floating rate notes
”) and the Floating Rate Senior Notes due 2023
(the “
2023 floating rate notes
” and, together with the 2022 floating
 
rate notes, the “
floating rate notes
”) were issued
in an aggregate principal amount, and unless
 
previously redeemed and cancelled will mature on the
 
Maturity Date, and
will bear interest at the rate per annum, set forth in the table below:
Aggregate
 
Principal
Amount
Maturity Date
Floating Interest Rate
2022 floating rate notes .................
 
$1,000,000,000
 
March 29, 2022
LIBOR
 
plus
 
1.15%
 
per
annum
2023 floating rate notes .................
 
$500,000,000
 
October 2, 2023
LIBOR plus 1.000%
 
per
annum
 
Interest
 
on the
 
floating rate
 
notes will
 
be payable
 
quarterly-annually in
 
arrear on
 
the Floating
 
Rate Interest
 
Payment
Dates, commencing on the First Floating Rate Interest Payment
 
Date, set forth in the table below:
Floating Rate Interest
Payment Dates
First Floating Rate
Interest Payment
Date
2022 floating rate notes .....................................
 
March 29, June 29,
September 29 and
December 29 of each year
June 29, 2017
2023 floating rate notes .....................................
 
January 2, April 2, July 2
and October 2 of each
year
January 2, 2019
 
The regular record dates
 
for the floating rate
 
notes will be the Business Day immediately
 
preceding each Floating Rate
Interest Payment
 
Date (or,
 
if the floating
 
rate notes
 
are held in
 
definitive form,
 
the 15th Business Day
 
preceding each
Floating Rate Interest Payment Date).
 
If any Floating Rate Interest Payment Date, other than the Maturity Date for the floating rate
 
notes, would fall on a day
that is not a Business
 
Day,
 
the Floating Rate Interest
 
Payment Date
 
will be postponed to the
 
next succeeding Business
Day,
 
except that
 
if that
 
Business Day
 
falls in
 
the next
 
succeeding calendar month,
 
the Floating Rate
 
Interest Payment
Date will be the immediately preceding Business Day. If the Maturity Date or date of redemption or repayment
 
is not a
Business Day, we may pay interest and principal and/or
 
any amount payable upon redemption of
 
the floating rate notes
on the next succeeding
 
Business Day, but interest on that payment
 
will not accrue
 
during the period
 
from and after such
Maturity Date or date of redemption or repayment.
 
Each interest
 
period on
 
the floating
 
rate notes
 
will begin
 
on (and
 
include) a
 
Floating Rate
 
Interest Payment
 
Date and
end on (but
 
exclude) the
 
following Floating
 
Rate Interest
 
Payment Date
 
(each, an “
Interest Period
”); provided that
 
(i)
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
8
 
 
with respect to the 2022 floating rate
 
notes, the first Interest
 
Period will begin on and include March 29, 2017
 
and will
end on,
 
but exclude,
 
June 29,
 
2017 and
 
(ii) with
 
respect to
 
the 2023
 
floating rate
 
notes, the
 
first Interest
 
Period will
begin on and
 
include October 2,
 
2018 and will
 
end on, but
 
exclude, January
 
2, 2019. The
 
interest determination
 
date
(“
Interest Determination Date
”) for the first Interest Period will be the second London banking
 
day preceding the Issue
Date and
 
the Interest
 
Determination Date
 
for each
 
succeeding Interest
 
Period will
 
be on
 
the second
 
London banking
day preceding the
 
applicable Interest Reset Date. “
London banking day
” means any
 
day on which
 
dealings in U.S.
 
dollars
are transacted in the London interbank market.
 
The initial
 
Floating Interest
 
Rate on
 
the 2022
 
floating rate
 
notes will
 
be equal
 
to LIBOR,
 
as determined
 
on March
 
27,
2017, plus 1.15% per annum, and thereafter
 
the rate of interest
 
on the 2022 floating rate
 
notes will be reset quarterly
on March 29, June 29, September 29
 
and December 29 in each
 
year (each, a “
2022 Interest Reset Date
”), provided that
the interest rate in
 
effect from (and including) March 29, 2017
 
to (but excluding) the first 2022 Interest
 
Reset Date will
be the initial Floating Interest Rate.
The initial Floating
 
Interest Rate
 
on the 2023
 
floating rate
 
notes will
 
be equal
 
to LIBOR, as
 
determined on
 
September
28,
 
2018,
 
plus
 
1.000%
 
per
 
annum,
 
and
 
thereafter
 
the
 
rate
 
of
 
interest
 
on
 
the
 
2023
 
floating
 
rate
 
notes
 
will
 
be
 
reset
quarterly on January 2, April
 
2, July 2 and October
 
2 in each year (each,
 
a “
2023 Interest Reset Date
”, and together with
each
 
2022
 
Interest
 
Reset
 
Date,
 
each
 
an
 
“
Interest
 
Reset
 
Date
”),
 
provided
 
that
 
the
 
interest
 
rate
 
in
 
effect
 
from
 
(and
including) October 2, 2018 to (but excluding) the first 2023 Interest Reset
 
Date will be the initial Floating Interest Rate.
If any
 
Interest Reset
 
Date would
 
fall on
 
a day that
 
is not a
 
Business Day,
 
the Interest
 
Reset Date
 
will be postponed
 
to
the next
 
succeeding Business
 
Day,
 
except
 
that if
 
that
 
Business Day
 
falls
 
in the
 
next
 
succeeding calendar
 
month, the
Interest Reset Date will be the immediately preceding Business Day.
 
Interest on
 
the floating rate
 
notes will be
 
computed on the
 
basis of the actual
 
number of days
 
in each Interest
 
Period
and a 360-day year.
 
The Calculation Agent for
 
the floating rate
 
notes is The Bank of
 
New York
 
Mellon acting through its London
 
branch, or
its successor appointed by the Issuer.
 
The Calculation Agent will determine the
 
Floating Interest Rate
 
for each Interest
Period for the floating rate
 
notes by reference
 
to LIBOR on the applicable Interest
 
Determination Date. Promptly upon
such
 
determination,
 
the
 
Calculation
 
Agent
 
will
 
notify
 
the
 
Issuer
 
and
 
the
 
trustee
 
(if
 
the
 
Calculation
 
Agent
 
is
 
not
 
the
trustee) of
 
the new interest
 
rate for
 
the floating rate
 
notes. Upon the
 
request of
 
the holder of
 
any floating
 
rate note,
the Calculation Agent will provide the Floating Interest Rate then in
 
effect and, if determined, the Floating Interest Rate
that will become effective on the next Interest Reset
 
Date.
 
LIBOR will be determined by the Calculation Agent in accordance with the following provisions:
 
(1)
 
with respect
 
to any
 
Interest Determination
 
Date, LIBOR
 
will be
 
the rate
 
(expressed as
 
a percentage
per annum) for deposits in U.S. dollars having a maturity of three months
 
commencing on the related
Interest
 
Reset
 
Date
 
that
 
appears
 
on Reuters
 
Page
 
LIBOR01 as
 
of 11:00
 
a.m., London
 
time, on
 
that
Interest Determination Date; and
(2)
 
with respect to
 
an Interest
 
Determination Date
 
on which no
 
rate appears
 
on Reuters
 
Page LIBOR01,
the Calculation Agent will request the
 
principal London offices of each of four major
 
reference banks
in the
 
London interbank
 
market
 
(which may
 
include affiliates
 
of the
 
underwriters), as
 
selected and
identified by
 
the Issuer,
 
to provide
 
its offered
 
quotation (expressed
 
as a percentage
 
per annum) for
deposits
 
in U.S.
 
dollars
 
for
 
the period
 
of three
 
months, commencing
 
on the
 
related
 
Interest
 
Reset
Date, to
 
prime banks in
 
the London interbank
 
market at
 
approximately 11:00
 
a.m., London time, on
that
 
Interest
 
Determination
 
Date
 
and
 
in
 
a
 
principal
 
amount
 
that
 
is
 
representative
 
for
 
a
 
single
transaction in
 
U.S. dollars
 
in that
 
market at
 
that time.
 
If at
 
least two
 
quotations are
 
provided, then
LIBOR on that
 
Interest Determination
 
Date will be
 
the arithmetic mean
 
(rounded if necessary
 
to the
fourth
 
decimal place
 
with 0.00005
 
being rounded
 
upwards)
 
of those
 
quotations.
 
If fewer
 
than two
quotations are provided, then LIBOR on
 
the Interest Determination Date
 
will be the arithmetic mean
of the rates at which the reference banks were offered
 
at approximately 11:00 a.m., London time, on
the Interest Determination Date deposits in
 
U.S. dollars for the period of three months, commencing
on
 
the
 
related
 
Interest
 
Rest
 
Date
 
and
 
in
 
a
 
principal
 
amount
 
that
 
is
 
representative
 
for
 
a
 
single
transaction
 
in
 
U.S.
 
dollars
 
in
 
that
 
market
 
at
 
that
 
time,
 
by
 
leading
 
banks
 
in
 
the
 
London
 
inter-bank
market. If
 
at least
 
two such rates
 
are so provided,
 
LIBOR on the
 
Interest Determination
 
Date will
 
be
the arithmetic mean
 
(rounded if
 
necessary to the
 
fourth decimal
 
place with 0.00005
 
being rounded
upwards)
 
of
 
such
 
rates.
 
If
 
fewer
 
than
 
two
 
such
 
rates
 
are
 
provided,
 
then
 
LIBOR
 
on
 
the
 
Interest
Determination date will be the offered rate for deposits in U.S.
 
dollars for the period of three months,
commencing on
 
the related
 
Interest Payment
 
Date and
 
in a
 
principal amount
 
that is
 
representative
for a
 
single transaction in
 
U.S. dollars
 
in that market
 
at that
 
time (or arithmetic
 
mean of such
 
rates,
rounded as provided above, if more
 
than one rate is provided), at
 
which, at approximately 11:00 a.m.,
London time, on the Interest
 
Determination Date, any
 
one or more banks (which
 
bank or banks is or
are in the opinion of
 
the Issuer suitable for
 
such purpose) informs the
 
Calculation Agent it is
 
quoting
to leading banks in the London inter-bank market. If LIBOR cannot be determined in accordance with
the foregoing provisions of this paragraph, LIBOR on the Interest Determination Date
 
will be LIBOR in
effect with respect to the immediately preceding Interest Determination
 
Date.
“
Reuters
 
Page
 
LIBOR01
” means
 
the display
 
that appears
 
on Reuters
 
Page
 
LIBOR01 or
 
any page
 
as may
 
replace such
page on such
 
service (or any
 
successor service) for
 
the purpose of displaying
 
London interbank offered
 
rates of
 
major
banks for U.S. dollars.
All percentages resulting from any calculation of any Floating Interest Rate
 
will be rounded, if necessary, to the nearest
one hundred thousandth
 
of a percentage
 
point, with five
 
one-millionths of a
 
percentage point
 
rounded upward
 
(e.g.,
9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts would be rounded
to the nearest cent, with one-half cent being rounded upward.
All calculations made by the
 
Calculation Agent for the purposes
 
of calculating interest on the floating rate notes shall
 
be
conclusive and binding on the holders of the floating rate notes, the Issuer and the trustee, absent manifest error.
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
9
 
 
For any
 
interest period,
 
if LIBOR is
 
negative, then
 
it would reduce
 
the Floating Interest
 
Rate payable
 
for such
 
interest
period
 
below
 
the
 
specified margin.
 
Accordingly,
 
holders
 
may
 
receive
 
a
 
Floating
 
Interest
 
Rate
 
that
 
is
 
lower
 
than
 
the
specified margin.
 
LIBOR Discontinuation
 
Notwithstanding the provisions
 
described under “— Description
 
of the Floating
 
Rate Notes” above,
 
if, with
 
respect to
the 2023 floating
 
rate notes
 
only,
 
a Benchmark Event
 
occurs when any
 
Floating Interest
 
Rate (or any
 
component part
thereof) remains to be determined by reference to LIBOR, then the Issuer shall
 
use its reasonable endeavors to appoint
and consult
 
with an
 
Independent Adviser,
 
as soon
 
as reasonably
 
practicable, with
 
a view
 
to the
 
Issuer determining
 
a
Successor Rate,
 
failing
 
which an
 
Alternative
 
Rate
 
and,
 
in
 
either case,
 
an
 
Adjustment
 
Spread,
 
if
 
any,
 
and
 
Benchmark
Amendments, if any.
 
If the Issuer,
 
following consultation
 
with the Independent
 
Adviser,
 
to the extent
 
practicable, and
 
acting in good
 
faith,
determines:
 
(1)
 
that
 
there
 
is
 
a
 
Successor
 
Rate,
 
then
 
such
 
Successor
 
Rate
 
shall
 
(subject
 
to
 
adjustment
 
as
 
provided
below) subsequently be
 
used in place
 
of LIBOR to
 
determine the Floating
 
Interest Rate (or the
 
relevant
component part thereof) for all future payments of interest on the 2023 floating rate notes;
 
or
(2)
 
that there is no Successor Rate
 
but that there is an Alternative
 
Rate, then such Alternative Rate
 
shall
(subject to adjustment
 
as provided below)
 
subsequently be used
 
in place of LIBOR
 
to determine the
Floating Interest Rate (or the relevant component part thereof) for all future
 
payments of interest on
the 2023 floating rate notes.
If
 
the
 
Issuer
 
determines
 
any
 
Successor
 
Rate
 
or
 
Alternative
 
Rate
 
in
 
accordance
 
with
 
this
 
section
 
“
—
 
LIBOR
Discontinuation” fewer than five (5) Business Days
 
prior to the relevant Interest
 
Determination Date, then the Floating
Interest
 
Rate
 
on
 
such
 
Interest
 
Determination
 
Date
 
will
 
be
 
calculated
 
using
 
LIBOR
 
in
 
effect
 
with
 
respect
 
to
 
the
immediately preceding Interest Determination Date. For subsequent Interest
 
Periods, the Floating Interest Rate will be
calculated using the Successor Rate or Alternative Rate (subject to adjustment as provided below).
If the Issuer,
 
following consultation
 
with the Independent
 
Adviser,
 
to the extent
 
practicable, and
 
acting in good
 
faith,
determines (i) that an Adjustment Spread is required to be applied
 
to the Successor Rate or the Alternative Rate (as the
case may be) and (ii) the
 
quantum of, or a formula or methodology for determining,
 
such Adjustment Spread, then such
Adjustment Spread shall
 
be applied to
 
the Successor Rate
 
or the Alternative
 
Rate (as the
 
case may be).
 
If the Issuer
 
is
unable to determine the quantum
 
of, or a formula or methodology for
 
determining, such Adjustment Spread, then
 
such
Successor Rate or Alternative Reference Rate,
 
as applicable, will apply without an Adjustment Spread.
If any Successor
 
Rate, Alternative
 
Rate or Adjustment
 
Spread is determined
 
in accordance with
 
this section
“—
LIBOR
Discontinuation” and
 
the Issuer,
 
following consultation
 
with the
 
Independent Adviser,
 
to the
 
extent practicable,
 
and
acting
 
in
 
good
 
faith,
 
determines
 
(i)
 
that
 
amendments
 
to
 
any
 
terms
 
and
 
conditions
 
of
 
the
 
2023
 
floating
 
rate
 
notes,
including the Successor Rate or
 
Alternative Rate, as
 
applicable, or,
 
in each case, the Adjustment
 
Spread, as well as
 
the
day
 
count
 
fraction,
 
business
 
day
 
convention,
 
the
 
definitions
 
of
 
Business
 
Day,
 
London
 
banking
 
day,
 
Interest
Determination Date, Interest Period or Floating Rate Interest Payment Date, and any related provisions and definitions,
are necessary to ensure the proper operation of such Successor
 
Rate, Alternative Rate and/or Adjustment Spread (such
amendments, the “
Benchmark Amendments
”) and (ii) the
 
terms and conditions of
 
such Benchmark Amendments, then
the Issuer may, without any requirement for
 
the consent or approval of holders of the 2023 floating rate notes, amend
the terms and
 
conditions of the
 
2023 floating rate notes
 
to give effect to such
 
Benchmark Amendments with
 
effect from
the date specified in a notice given in to the Trustee.
Upon receipt of satisfactory
 
documentation, the Trustee
 
and the Calculation Agent
 
shall, at the direction and
 
expense
of
 
the
 
Issuer,
 
effect
 
such
 
amendments
 
as
 
may
 
be
 
required
 
in
 
order
 
to
 
give
 
effect
 
to
 
this
 
section
 
“
—
 
LIBOR
Discontinuation”
 
pursuant
 
to
 
a
 
supplemental
 
indenture
 
or
 
an
 
amendment
 
to
 
the
 
Indenture,
 
or
 
amendment
 
to
 
the
Calculation Agency Agreement, or issuances and authentication of new global or definitive notes in respect of the 2023
floating rate
 
notes, and the
 
Trustee
 
shall not be
 
liable to any
 
party for any
 
consequences thereof,
 
save as provided
 
in
the Indenture
 
and the
 
2023 floating
 
rate notes.
 
No consent
 
of holders
 
of 2023
 
floating rate
 
notes will
 
be solicited
 
or
required
 
in
 
connection
 
with
 
effecting
 
the
 
Successor
 
Rate,
 
Alternative
 
Rate,
 
Adjustment
 
Spread
 
or
 
Benchmark
Amendments, as applicable, including for
 
the execution of
 
any documents, amendments to
 
the Indenture, Calculation
Agency Agreement or floating rates notes or other steps by the Issuer,
 
the Trustee, the Calculation Agent or any paying
agent (if required).
The Issuer will,
 
promptly following
 
the determination of
 
any the Successor
 
Rate, Alternative
 
Rate, Adjustment
 
Spread
or
 
Benchmark
 
Amendments,
 
as
 
applicable,
 
give
 
notice
 
thereof,
 
which
 
shall
 
specify
 
the
 
effective
 
date(s)
 
for
 
such
Successor Rate, Alternative Rate, Adjustment Spread or Benchmark Amendments, as applicable, and of any
 
changes to
the terms
 
and conditions
 
of the
 
2023 floating
 
rate notes
 
to the
 
Trustee,
 
the Calculation
 
Agent, any
 
paying agent
 
and
DTC or the holders
 
of the 2023 floating rate
 
notes, as applicable; provided that
 
failure to provide such
 
notice will have
no
 
impact
 
on
 
the
 
effectiveness
 
of,
 
or
 
otherwise
 
invalidate,
 
any
 
such
 
determination;
 
and
 
provided
 
further
 
that
 
the
determination of any
 
Successor Rate, Alternative
 
Rate, Adjustment Spread
 
or Benchmark Amendments, as applicable,
and any other related changes to the
 
2023 floating rate notes, shall be made
 
in accordance with the Capital Regulations
applicable to the
 
Group in force
 
at the relevant
 
time. In effecting
 
any consequential
 
amendments to the
 
terms of the
2023 floating rate
 
notes as
 
may be
 
directed by
 
the Issuer in
 
accordance with
 
this section “
—
LIBOR Discontinuation”,
neither the
 
Trustee
 
nor the
 
Calculation Agent
 
shall be
 
required to
 
effect
 
any amendments
 
that affects
 
its respective
own rights, duties or immunities in their respective capacities as Trustee or Calculation Agent under the Indenture, the
Calculation Agency Agreement or otherwise.
By its acquisition of 2023 floating rate notes, each holder and beneficial
 
owner of the 2023 floating rate notes and each
subsequent holder and
 
beneficial owner acknowledges,
 
accepts, agrees to
 
be bound by,
 
and consents to,
 
the Issuer’s
determination of the
 
Successor Rate, Alternative
 
Rate, Adjustment Spread
 
or Benchmark Amendments, as
 
applicable,
as
 
contemplated
 
by
 
this section
 
“—
 
LIBOR Discontinuation”,
 
and
 
to
 
any
 
amendment
 
or
 
alteration
 
of the
 
terms
 
and
conditions of the 2023 floating rate notes, including an amendment of the amount of interest due on the 2023 floating
rate notes,
 
as may be
 
required in
 
order to
 
give effect
 
to this section
 
“
—
LIBOR Discontinuation”.
 
The Trustee
 
shall be
entitled to rely
 
on this deemed consent
 
in connection with any
 
supplemental indenture or
 
amendment which may
 
be
 
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Part I
 
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Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
10
 
 
necessary to effect the Successor Rate, the Alternative Rate the Adjustment Spread or the Benchmark Amendments,
 
as
applicable.
By its
 
acquisition of
 
2023 floating
 
rate
 
notes, each
 
holder and
 
beneficial owner
 
of 2023
 
floating rate
 
notes and
 
each
subsequent
 
holder
 
and
 
beneficial
 
owner
 
waives
 
any
 
and
 
all
 
claims
 
in
 
law
 
and/or
 
equity
 
against
 
the
 
Trustee,
 
the
Calculation Agent and any
 
paying agent for,
 
agrees not to initiate
 
a suit against the
 
Trustee, the
 
Calculation Agent and
any paying
 
agent in respect
 
of,
 
and agrees that
 
neither the Trustee,
 
the Calculation Agent
 
or any paying
 
agent will be
liable for, any
 
action that the Trustee, the Calculation Agent or any paying agent,
 
as the case may be, takes, or abstains
from taking, in
 
each case in
 
accordance with this
 
section “
—
LIBOR Discontinuation” or
 
any losses suffered in
 
connection
therewith.
 
By its
 
acquisition of
 
2023 floating
 
rate
 
notes, each
 
holder and
 
beneficial owner
 
of 2023
 
floating rate
 
notes and
 
each
subsequent holder and beneficial owner agrees that neither the Trustee, the Calculation Agent or any paying agent will
have any obligation to determine
 
any Successor Rate, Alternative
 
Rate, Adjustment Spread or
 
Benchmark Amendments,
as
 
applicable,
 
including
 
in the
 
event
 
of any
 
failure
 
by
 
the Issuer
 
to
 
determine
 
any
 
Successor Rate,
 
Alternative
 
Rate,
Adjustment Spread or Benchmark Amendments, as applicable.
An Independent Adviser
 
appointed pursuant to this
 
section “
—
LIBOR Discontinuation” will
 
act in good
 
faith as an
 
expert
and (in
 
the absence
 
of fraud)
 
shall have
 
no liability
 
whatsoever to
 
the Issuer,
 
the Trustee,
 
the Calculation
 
Agent, any
paying agent or the holders of 2023 floating
 
rate notes for any
 
determination made by it or for any
 
advice given to the
Issuer in connection with any determination made by the Issuer pursuant to this section “
—
LIBOR Discontinuation”.
Notwithstanding any other provision
 
of this section
 
“
—
LIBOR Discontinuation”, the Issuer may decide
 
that no Successor
Rate,
 
Alternative
 
Rate,
 
Adjustment
 
Spread
 
or
 
Benchmark Amendments,
 
as
 
applicable,
 
will
 
be
 
adopted
 
if
 
and
 
to
 
the
extent that, in the determination of the Issuer,
 
such adoption or amendment could reasonably be expected to result in
the
 
exclusion
 
of
 
the
 
2023
 
floating
 
rate
 
notes
 
(in
 
whole
 
or
 
in
 
part)
 
from
 
the
 
Issuer’s
 
and/or
 
the
 
Regulatory
 
Group’s
minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each
case as
 
such minimum
 
requirements are
 
applicable to
 
the Issuer
 
and/or the
 
Regulatory Group
 
and as
 
determined in
accordance with, and pursuant to, the relevant Loss Absorption Regulations.
“
Adjustment Spread
” means either
 
a spread (which
 
may be
 
positive or negative),
 
or the formula
 
or methodology for
calculating a spread, in either
 
case, which the Issuer, following consultation with the
 
Independent Adviser, to the extent
practicable, and acting in good faith, determines is required to be applied to the Successor Rate or the Alternative Rate
(as the case
 
may be) to
 
reduce or eliminate,
 
to the extent
 
reasonably practicable
 
in the circumstances,
 
any economic
prejudice or benefit (as the case may be) to holders
 
of 2023 floating rate notes as a result of
 
the replacement of LIBOR
with the Successor Rate or the Alternative Rate (as the case may be) and is the spread, formula or methodology which:
(i)
 
in the case of
 
a Successor Rate, is
 
formally
 
recommended in relation to the
 
replacement of LIBOR with
the Successor Rate by any Relevant Nominating Body;
(ii)
 
in
 
the
 
case
 
of
 
a
 
Successor
 
Rate,
 
if
 
no
 
such
 
recommendation
 
has
 
been
 
made,
 
or
 
in
 
the
 
case
 
of
 
an
Alternative Rate, the
 
Issuer determines, following
 
consultation with the Independent
 
Adviser,
 
to the
extent
 
practicable,
 
and
 
acting
 
in
 
good
 
faith,
 
is
 
recognized
 
or
 
acknowledged
 
as
 
being
 
the
 
industry
standard
 
for
 
over-the-counter
 
derivative
 
transactions
 
which
 
reference
 
LIBOR,
 
where
 
such
 
rate
 
has
been replaced by the Successor Rate or the Alternative Rate (as the case may be); or
(iii)
 
if the Issuer determines that
 
no such industry standard
 
is recognized or acknowledged,
 
the Issuer,
 
in
its
 
discretion,
 
following
 
consultation
 
with
 
the
 
Independent
 
Adviser,
 
to
 
the
 
extent
 
practicable,
 
and
acting in good faith, determines to be appropriate.
“
Alternative Rate
” means an alternative benchmark or screen rate which the
 
Issuer determines in accordance with this
section
 
“
—
LIBOR
 
Discontinuation”
 
has
 
replaced
 
LIBOR
 
in
 
customary
 
market
 
usage
 
in
 
the
 
international
 
debt
 
capital
markets for the purposes
 
of determining rates of
 
interest (or the
 
relevant component part thereof)
 
for the same
 
interest
period and in U.S. dollars.
“
Benchmark Event
” means:
(i)
 
LIBOR ceasing to b
e published for a period of at least five (5) Business Days or ceasing to exist;
 
(ii)
 
a public statement
 
by the administrator
 
of LIBOR that it will,
 
by a specified date
 
within the following
six
 
(6)
 
months,
 
cease
 
LIBOR
 
permanently
 
or
 
indefinitely
 
(in
 
circumstances
 
where
 
no
 
successor
administrator has been appointed that will continue publication of LIBOR);
(iii)
 
a public statement
 
by the supervisor
 
of the administrator
 
of LIBOR that
 
LIBOR has been
 
or will, by
 
a
specified date within the following six (6) months, be permanently or indefinitely discontinued;
(iv)
 
a public statement by
 
the supervisor of the administrator LIBOR
 
that means LIBOR will be prohibited
from being used
 
or that its
 
use will be
 
subject to restrictions
 
or adverse
 
consequences, in each
 
case
within the following six (6) months; or
(v)
 
it has become unlawful for any paying agent, Calculation Agent,
 
the Issuer or other party to calculate
any payments due to be made to any holder of 2023 floating rate notes using LIBOR.
“
Independent Adviser
” means an independent financial institution of international repute or an independent
 
financial
adviser with appropriate expertise appointed by the Issuer.
“
Relevant Nominating Body
” means, in respect of a benchmark or screen rate (as applicable):
(i)
 
the
 
central
 
bank
 
for
 
the
 
U.S.
 
dollar,
 
or
 
any
 
central
 
bank
 
or
 
other
 
supervisory
 
authority
 
which
 
is
responsible for supervising the administrator of LIBOR; or
 
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Part I
 
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Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
11
 
 
(ii)
 
any working group or committee sponsored by, chaired or co
-
chaired by or constituted at the requ
est
of (a) the central bank for the U.S. dollar,
 
(b) any central bank or other supervisory authority which is
responsible
 
for
 
supervising
 
the
 
administrator
 
of
 
LIBOR,
 
(c)
 
a
 
group
 
of
 
the
 
aforementioned
 
central
banks or other supervisory authorities or (d) the Financial Stability Board or any part thereof.
“
Successor
 
Rate
”
 
means
 
a
 
successor
 
to
 
or
 
replacement
 
of
 
LIBOR
 
which
 
is
 
formally
 
recommended
 
by
 
any
 
Relevant
Nominating Body.
Terms Applicable to the 2024 and 2029 Notes
Agreement and Acknowledgement with Respect to the Exercise of Dutch Bail-in Power
With a view to Article 55 of the Directive 2014/59/EU of the European Parliament and of the Council (the “
Bank
Recovery and Resolution Directive
” or “
BRRD
”), the Issuer has included the following two paragraphs in the terms of
the notes:
 
(a)
 
By acquiring any notes, each holder and beneficial owner of a note or any interest therein acknowledges,
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 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 other securities or
other obligations of the Issuer or another person, including by means of a variation to the terms of the notes 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 the holders
and beneficial owners of the notes 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.
(b)
 
For these purposes, a “
Dutch Bail-in Power
” is 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, including but not limited to any such laws,
regulations, rules or requirements 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 the BRRD and Regulation (EU) No
806/2014 of the European Parliament and of the Council (the “
SRM Regulation
”)) 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).
The Dutch Bail-in Power may be imposed without any prior notice by the relevant resolution authority of its decision
to exercise such power.
 
No principal of, or interest on, the notes shall become due and payable
 
after the exercise of
any Dutch Bail-in Power by the relevant resolution authority except
 
as permitted under the laws and regulations of
The Netherlands and the European Union applicable to the Issuer.
In addition, the exercise of any Dutch Bail-In Power may require
 
interests in the notes 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.
See also “Risk Factors — Under the terms of the notes, you have agreed to be bound by the exercise
 
of any Dutch Bail-
in Power by the relevant resolution authority” in the applicable prospectus supplement.
 
By acquiring any notes, each holder and beneficial owner of a note or any interest therein, to the extent permitted
 
by
the Trust Indenture Act, shall be deemed to waive any
 
and all claims against the trustee for,
 
and to agree not to
initiate a suit against the trustee in respect of,
 
and to agree 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 notes.
The Issuer shall provide a written notice directly to DTC as soon as practicable of any exercise
 
of the Dutch Bail-in
Power with respect to the notes by the relevant resolution authority for purposes of notifying holders of such
occurrence, including the amount of any cancellation of all, or a portion, of the principal amount of, or interest on,
such capital securities. The Issuer shall also deliver a copy of such notice to the trustee for information purposes.
Failure to provide such notices will not have any impact on the effectiveness
 
of, or otherwise invalidate, any
 
such
exercise of the Dutch Bail-in Power.
By acquiring any notes, each holder of the notes acknowledges and agrees that the exercise of the Dutch Bail-in Power
by the relevant resolution authority with respect to the notes shall not give rise to a default for purposes of Section
315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust
 
Indenture Act.
By acquiring any notes, each holder and beneficial owner of a note or any interest therein acknowledges and agrees
that, upon the exercise of any Dutch Bail-in Power by
 
the relevant resolution authority, (a) the trustee
 
shall not be
required to take any further directions from holders
 
of the notes under Section 5.15 (
Control by Holders
) of the
Indenture and (b) 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.
 
If holders or beneficial owners of the notes have given a
direction to the trustee pursuant to Section 5.15 of the Indenture prior to the exercise
 
of any Dutch Bail-in Power by
the relevant resolution authority, such direction shall cease to be of further effect
 
upon such exercise of any Dutch
Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following the completion
of the exercise of the Dutch Bail-in Power by the relevant resolution authority,
 
the notes remain outstanding (for
example, if the exercise of the Dutch Bail-in Power results in only a partial write-down of the principal of the notes),
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
12
 
 
then the trustee’s duties under the Indenture shall remain applicable with respect to the notes following such
completion to the extent that the Issuer and the trustee shall agree.
By acquiring any of the notes, each holder of the notes shall be deemed to have (a) consented 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 relevant notes
 
and (b) authorized, directed and requested DTC and any
direct participant in DTC or other intermediary through which it holds the relevant notes to take
 
any and all necessary
action, if required, to implement the exercise of any Dutch Bail-in Power with respect
 
to the relevant notes as it may
be imposed, without any further action or direction on the part of such holder or the trustee.
Under the terms of the 2024 and 2029 notes, the exercise of the Dutch Bail-in Power by the relevant resolution
authority with respect to the relevant notes will not be an Event of Default (as defined in the Indenture).
Terms Applicable to the 2023 Notes, the 2028 Notes and the 2023 Floating Rate Notes
Agreement and Acknowledgement with Respect to the Exercise of Dutch Bail-in Power
 
With a view to Article 55 of the Directive 2014/59/EU of the European Parliament and of the Council (the “
Bank
Recovery and Resolution Directive
” or “
BRRD
”), the Issuer has included the following two paragraphs in the terms of
the notes:
 
(a)
 
By acquiring any notes, each holder and beneficial owner of a note or any interest therein
acknowledges, 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 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 other securities or other obligations of the Issuer or
another person, including by means of a variation to the terms of the notes 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 the holders and beneficial owners of the notes 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.
 
 
 
(b)
 
For these purposes, a “
Dutch Bail-in Power
” is 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, including but not limited to any such laws, regulations, rules or requirements
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 the BRRD and
Regulation (EU) No 806/2014 of the European Parliament and of the Council (the “
SRM Regulation
”))
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 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).
 
 
The Dutch Bail-in Power may be imposed without any prior notice by the relevant resolution authority of its decision
to exercise such power.
 
No principal of, or interest on, the notes shall become due and payable
 
after the exercise of
any Dutch Bail-in Power by the relevant resolution authority except
 
as permitted under the laws and regulations of
The Netherlands and the European Union applicable to the Issuer.
 
In addition, the exercise of any Dutch Bail-In Power may require
 
interests in the notes 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.
 
See also “Risk Factors — Under the terms of the notes, you have agreed to be bound by the exerci
 
se of any Dutch Bail-
in Power by the relevant resolution authority” in the applicable prospectus supplement.
 
By acquiring any notes, each holder and beneficial owner of a note or any interest therein, to the extent permitted
 
by
the Trust Indenture Act, shall be deemed to waive any
 
and all claims against the trustee for,
 
and to agree not to
initiate a suit against the trustee in respect of,
 
and to agree 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 notes.
 
The Issuer shall provide a written notice directly to DTC as soon as practicable of any exercise
 
of the Dutch Bail-in
Power with respect to the notes by the relevant resolution authority for purposes of notifying holders of such
occurrence, including the amount of any cancellation of all, or a portion, of the principal amount of, or interest on,
such capital securities. The Issuer shall also deliver a copy of such notice to the trustee for information purposes.
Failure to provide such notices will not have any impact on the effectiveness
 
of, or otherwise invalidate, any
 
such
exercise of the Dutch Bail-in Power.
 
By acquiring any notes, each holder of the notes acknowledges and agrees that the exercise of the Dutch Bail-in Power
by the relevant resolution authority with respect to the notes shall not give rise to a default for purposes of
Section 315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust
 
Indenture
Act.
 
By acquiring any notes, each holder and beneficial owner of a note or any interest therein acknowledges and agrees
that, upon the exercise of any Dutch Bail-in Power by
 
the relevant resolution authority, (a) the trustee
 
shall not be
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
13
 
 
required to take any further directions from holders
 
of the notes under Section 5.15 (
Control by Holders
) of the
Indenture and (b) 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.
 
If holders or beneficial owners of the notes have given a
direction to the trustee pursuant to Section 5.15 of the Indenture prior to the exercise
 
of any Dutch Bail-in Power by
the relevant resolution authority, such direction shall cease to be of further effect
 
upon such exercise of any Dutch
Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following the completion
of the exercise of the Dutch Bail-in Power by the relevant resolution authority,
 
the notes remain outstanding (for
example, if the exercise of the Dutch Bail-in Power results in only a partial write-down of the principal of the notes),
then the trustee’s duties under the Indenture shall remain applicable with respect to the notes following such
completion to the extent that the Issuer and the trustee shall agree.
 
By acquiring any of the notes, each holder of the notes shall be deemed to have (a) consented 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 relevant notes and
 
(b) authorized, directed and requested DTC and any
direct participant in DTC or other intermediary through which it holds the relevant notes to take
 
any and all necessary
action, if required, to implement the exercise of any Dutch Bail-in Power with respect
 
to the relevant notes as it may
be imposed, without any further action or direction on the part of such holder or the trustee.
 
Under the terms of each of the 2023 notes, the 2028 notes and the 2023 floating rate notes, the exercise of the Dutch
Bail-in Power by the relevant resolution authority with respect to the relevant notes will not be an Event
 
of Default (as
defined in the Indenture).
 
 
Terms applicable to the 2022 Notes, the 2027 Notes and the 2022 Floating Rate Notes
Agreement and Acknowledgement with Respect to the Exercise of Dutch Bail-in Power
 
With a view to Article 55 of the Directive 2014/59/EU of the European Parliament and of the Council (the “
Bank
Recovery and Resolution Directive
” or “
BRRD
”), the Issuer has included the following two paragraphs in the terms of
the notes:
 
(a)
 
By acquiring any notes, each holder and beneficial owner of a note or any interest therein acknowledges,
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 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 other securities or
other obligations of the Issuer or another person, including by means of a variation to the terms of the notes 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.
 
Each holder and beneficial owner of a note or any interest therein further acknowledges and
agrees that the rights of the holders and beneficial owners of the notes 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.
(b)
 
For these purposes, a “
Dutch Bail-in Power
” is 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, including but not limited to any such laws,
regulations, rules or requirements 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 the BRRD and Regulation (EU) No
806/2014 of the European Parliament and of the Council (the “
SRM Regulation
”)) 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
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).
 
The Dutch Bail-in Power may be imposed without any prior notice by the relevant resolution authority of its decision
to exercise such power.
 
No principal of, or interest on, the notes shall become due and payable
 
after the exercise of
any Dutch Bail-in Power by the relevant resolution authority except
 
as permitted under the laws and regulations of
The Netherlands and the European Union applicable to the Issuer.
 
In addition, the exercise of any Dutch Bail-In Power may require
 
interests in the notes 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.
 
 
See also “Risk Factors — Under the terms of the notes, you have agreed to be bound by the exercise
 
of any Dutch
Bail-in Power by the relevant resolution authority” in the applicable prospectus supplement.
 
By acquiring any notes, each holder and beneficial owner of a note or any interest therein, to the extent permitted
 
by
the Trust Indenture Act, shall be deemed to waive any
 
and all claims against the trustee for,
 
and to agree not to
initiate a suit against the trustee in respect of,
 
and to agree that the trustee shall not be liable for,
 
any action that the
trustee takes, or abstains from ta
 
king, in either case in accordance with the exercise of the Dutch Bail-in Power by the
relevant resolution authority with respect to the notes.
 
The Issuer shall provide a written notice directly to DTC as soon as practicable of any exercise
 
of the Dutch Bail-in
Power with respect to the notes by the relevant resolution authority for purposes of notifying holders of such
occurrence. The Issuer shall also deliver a copy of such notice to the trustee for information purposes.
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
14
 
 
By acquiring any notes, each holder of the notes acknowledges and agrees that the exercise of the Dutch Bail-in Power
by the relevant resolution authority with respect to the notes shall not give rise to a default for purposes of Section
315(b) (Notice of Defaults) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust
 
Indenture Act.
 
By acquiring any notes, each holder and beneficial owner of a note or any interest therein acknowledges and agrees
that, upon the exercise of any Dutch Bail-in Power by
 
the relevant resolution authority, (a) the trustee
 
shall not be
required to take any further directions from holders
 
of the notes under Section 5.15 (
Control by Holders
) of the
Indenture and (b) 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.
 
If holders or beneficial owners of the notes have given a
direction to the trustee pursuant to Section 5.15 of the Indenture prior to the exercise
 
of any Dutch Bail-in Power by
the relevant resolution authority, such direction shall cease to be of further effect
 
upon such exercise of any Dutch
Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following the completion
of the exercise of the Dutch Bail-in Power by the relevant resolution authority,
 
the notes remain outstanding (for
example, if the exercise of the Dutch Bail-in Power results in only a partial write-down of the principal of the notes),
then the trustee’s duties under the Indenture shall remain applicable with respect to the notes following such
completion to the extent that the Issuer and the trustee shall agree.
 
By acquiring any of the notes, each holder of the notes shall be deemed to have (a) consented 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 relevant notes and
 
(b) authorized, directed and requested DTC and any
direct participant in DTC or other intermediary through which it holds the relevant notes to take
 
any and all necessary
action, if required, to implement the exercise of any Dutch Bail-in Power with respect
 
to the relevant notes as it may
be imposed, without any further action or direction on the part of such holder or the trustee.
 
Under the terms of each of the 2022 notes, the 2027 notes and the 2022 floating rate notes, the exercise of the Dutch
Bail-in Power by the relevant resolution authority with respect to the relevant notes will not be an Event
 
of Default (as
defined in the Indenture).
 
Terms Applicable to All Senior Notes
 
The fixed
 
rate
 
notes
 
and floating
 
rate
 
notes (together,
 
the “
senior notes
”) were
 
issued pursuant
 
to the
 
Senior Debt
Securities Indenture,
 
dated as
 
of March
 
29, 2017
 
(the “
Indenture
”), between
 
ING and The
 
Bank of
 
New York
 
Mellon,
London Branch, as
 
trustee. References to “indenture”
 
or “senior debt
 
indenture” in this
 
section shall
 
mean the
 
Indenture
as defined
 
above and
 
references
 
to “trustee”
 
shall mean
 
the Bank
 
of New
 
York
 
Mellon, London
 
Branch, One
 
Canada
Square,
 
London E14
 
5AL, United
 
Kingdom. References
 
to
 
“notes”
 
or
 
“debt
 
securities” in
 
this section
 
shall mean
 
the
senior notes, as defined above.
 
The currency in which the payment of the principal
 
of or any premium or interest of the senior notes shall
 
be payable is
US dollars.
Condition to Redemption or Repurchase
Notwithstanding any other provision, and unless otherwise indicated in your prospectus supplement, we may redeem
or purchase our debt securities (and give notice thereof to the holders of such debt securities in the case of
redemption) only if we have obtained the prior permission of the relevant resolution authority and/or competent
authority, as appropriate, at the time of redemption or purchase, if such permission is at the relevant
 
time and in the
relevant circumstances required, and subject to applicable law or regulation (including without limitation under
Directive 2013/36/EU (CRD IV), Regulation (EU) No 575/2013 (CRR including articles 77 and 78 thereof), Commission
Delegated Regulation (EU) No 241/2014 and Regulation (EU) No 806/2014 (SRMR), as may be amended or replaced
from time to time, and any delegated or implementing acts, laws, regulations, regulatory technical standards,
 
rules or
guidelines once in effect in The Netherlands and as then in effect).
 
Unless the relevant prospectus supplement provides otherwise, we or our affiliates may,
 
whether in the context of
market making or otherwise, purchase debt securities, either in the open market at prevailing prices or in private
transactions at negotiated prices, in each case subject to prior permission of the relevant resolution authority and/or
competent authority, as appropriate,
 
at the time of redemption or purchase, if such permission is then required by
applicable law or regulation including without limitation under Directive 2013/36/EU (CRD IV), Regulation (EU) No
575/2013 (CRR including articles 77 and 78 thereof), Commission Delegated Regulation (EU) No 241/2014 and
Regulation (EU) No 806/2014 (SRMR), as may be amended or replaced from time to time, and any delegated or
implementing acts, laws, regulations, regulatory technical standards, rules or guidelines once in effect in The
Netherlands and as then in effect). Debt securities that we or they purchase may,
 
at our discretion, be held, resold or
canceled.
As at the date of this Prospectus, the relevant resolution authority is the Single Resolution Board and the competent
authority is the European Central Bank.
Our Relationship with the Trustee
The Bank of New
 
York Mellon, London Branch, One Canada
 
Square, London E14 5AL,
 
United Kingdom,
 
is initially serving
as the
 
trustee for
 
all series
 
of debt
 
securities to
 
be issued
 
under each
 
indenture.
 
The Bank
 
of New
 
York
 
Mellon has
provided commercial banking and other
 
services for us and our related
 
companies in the past and
 
may continue to do
so in
 
the future.
 
Among other things,
 
The Bank of
 
New York
 
Mellon serves as,
 
or may
 
serve as, trustee
 
or agent
 
with
regard to certain of our other outstanding debt obligations.
Consequently, if an actual or potential event of default occurs with respect to
 
any of these securities, trust agreements
or
 
subordinated
 
guarantees,
 
the
 
trustee
 
may
 
be
 
considered
 
to
 
have
 
a
 
conflicting
 
interest
 
for
 
purposes of
 
the
 
Trust
Indenture Act of 1939,
 
as amended, or
 
the Trust Indenture Act. In that
 
case, the trustee may
 
be required to resign
 
under
one or more
 
of the indentures,
 
trust agreements
 
or subordinated
 
guarantees and
 
we would be
 
required to
 
appoint a
successor trustee. For this purpose, a
 
“potential event of default” means an event
 
that would be an event
 
of default if
the
 
requirements
 
for
 
giving
 
us
 
default
 
notice
 
or
 
for
 
the
 
default
 
having
 
to
 
exist
 
for
 
a
 
specific
 
period
 
of
 
time
 
were
disregarded.
 
Ranking
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
15
 
 
The
 
notes
 
shall
 
constitute
 
the
 
Issuer’s
 
unsecured
 
and
 
unsubordinated
 
obligations,
 
ranking
pari
 
passu
 
without
 
any
preference among themselves and equally
 
with all of the
 
Issuer’s other unsecured and unsubordinated obligations
 
from
time to time outstanding, save as otherwise provided by law.
Paying Agent
 
The Bank of New York
 
Mellon, London Branch, One Canada
 
Square, London E14 5AL, United
 
Kingdom is designated as
the principal paying agent. The Issuer may at any time designate additional paying
 
agents or rescind the designation of
paying agents or approve a change in the office through which any paying agent acts.
 
Notice of Redemption
The Issuer
 
shall give
 
notice of
 
any
 
redemption of
 
the notes
 
not less
 
than 30 days
 
or more
 
than 60 days
 
prior to
 
the
redemption date
 
to the
 
holders of
 
the notes
 
and to
 
the trustee
 
at least
 
30 business
 
days prior
 
to such
 
date, unless
 
a
shorter notice
 
period shall be
 
satisfactory to
 
the trustee.
 
The redemption
 
notice shall state:
 
(1) the redemption
 
date,
(2) the redemption
 
price, (3) that,
 
on the
 
redemption
 
date,
 
each note
 
will be
 
redeemed and
 
that, subject
 
to certain
exceptions, interest
 
will cease to accrue after
 
that date, (4) the place or
 
places where the notes are
 
to be surrendered
for payment
 
of the
 
redemption price
 
and (5) the
 
CUSIP,
 
Common Code
 
and/or ISIN
 
number or
 
numbers, if
 
any,
 
with
respect to the notes being redeemed.
The Issuer shall deliver to the trustee an opinion from a recognized law or tax firm of international
 
standing, chosen by
the Issuer, prior to delivering any notice of a redemption upon
 
the occurrence of certain tax events, confirming that
 
the
Issuer is entitled to exercise its right of redemption as a result of such tax events.
A
 
notice
 
of
 
redemption
 
shall
 
be
 
irrevocable,
 
except
 
that
 
the
 
exercise
 
of
 
the
 
Dutch
 
Bail-In
 
Power
 
by
 
the
 
relevant
resolution authority prior to the date fixed for redemption shall automatically revoke
 
such notice and no notes shall be
redeemed and no payment in respect of the notes shall be due and payable.
If the
 
Issuer has
 
elected to
 
redeem the
 
notes but
 
prior to
 
the payment
 
of the
 
redemption price
 
with respect
 
to such
redemption the relevant
 
resolution authority exercises
 
its Dutch Bail-in Power
 
with respect to
 
the Issuer,
 
the relevant
redemption
 
notice
 
shall
 
be
 
automatically
 
rescinded
 
and
 
shall
 
be
 
of
 
no
 
force
 
and
 
effect,
 
and
 
no
 
payment
 
of
 
the
redemption price will be due and payable.
 
Redemption and Repayment
Unless otherwise indicated in your prospectus supplement, your debt security will not be entitled to the benefit of any
sinking fund — that is,
 
we will not deposit money
 
on a regular basis into
 
any separate custodial
 
account to repay
 
your
debt securities. In
 
addition, we will
 
not be entitled to
 
redeem your debt security
 
before its stated maturity, if any, unless
your prospectus supplement specifies
 
a redemption date. You will
 
not be entitled
 
to require us to
 
buy your debt
 
security
from you, before its stated maturity, if any, unless your prospectus supplement specifies one or more repayment dates.
 
Optional Tax and Regulatory Redemption
Unless otherwise indicated in your prospectus supplement, we may redeem each
 
series of debt securities in whole, but
not in part, at our
 
option at any
 
time upon not more than
 
60 nor less than 30
 
days’ notice to
 
the holders of such
 
debt
securities, at
 
a redemption
 
price equal
 
to
 
the principal
 
amount
 
of such
 
debt
 
securities (or
 
if the
 
debt securities
 
are
original
 
issue
 
discount
 
securities,
 
such
 
amount
 
as
 
determined
 
pursuant
 
to
 
the
 
formula
 
set
 
forth
 
in
 
the
 
applicable
prospectus supplement) plus any additional amounts due as a result of any withheld tax, if:
 
●
 
we would be required to pay additional amounts, as explained in the base prospectus under “— Payment
of Additional Amounts with Respect to the Debt Securities,” as a result of any change in or amendment to
the tax laws (or
 
any regulations or rulings
 
promulgated thereunder) of The Netherlands,
 
or of a
 
jurisdiction
in which a successor of ING is organized,
 
which becomes effective on or after
 
the date of issuance of that
series;
 
●
 
a person
 
located outside
 
The Netherlands,
 
or a
 
jurisdiction in
 
which a
 
successor of
 
ING is
 
organized,
 
to
which we
 
have conveyed,
 
transferred
 
or leased property,
 
would be
 
required to
 
pay additional
 
amounts.
We
 
are
 
not
 
required,
 
however,
 
to
 
use
 
reasonable
 
measures
 
to
 
avoid
 
the
 
obligation
 
to
 
pay
 
additional
amounts in the event of such merger,
 
conveyance, transfer or lease;
●
 
in
 
the
 
case
 
of
 
senior
 
debt
 
securities
 
only,
 
as
 
a
 
result
 
of
 
any
 
amendment
 
to,
 
or
 
change
 
in,
 
any
 
Loss
Absorption Regulation (as defined below), or
 
any change in the application or official
 
interpretation of any
Loss Absorption Regulation, in any
 
such case becoming effective
 
on or after the original issue
 
date of the
series of debt securities
 
affected (in each case other than
 
an Excluded Change, as defined
 
below), the debt
securities
 
are
 
or
 
(in
 
our
 
opinion
 
or
 
that
 
of
 
the
 
competent
 
authority
 
and/or
 
resolution
 
authority,
 
as
appropriate)
 
are
 
likely
 
to
 
be
 
fully
 
or
 
(if
 
so
 
specified
 
in
 
the
 
applicable
 
prospectus
 
supplement)
 
partially
excluded from our and/or
 
the Regulatory Group’s
 
(as defined below) minimum requirements for
 
(A) own
funds and eligible liabilities and/or (B) loss absorbing capacity instruments, in each case as such minimum
requirements are applicable
 
to us and/or
 
the Regulatory Group
 
and determined in accordance
 
with, and
pursuant to, the
 
relevant Loss Absorption Regulations;
 
unless the exclusion of
 
the relevant series of
 
debt
securities
 
from
 
the
 
relevant
 
minimum
 
requirement(s)
 
is
 
due
 
to
 
the
 
remaining
 
maturity
 
of
 
the
 
debt
securities
 
being
 
less
 
than
 
any
 
period
 
prescribed
 
by
 
any
 
applicable
 
eligibility
 
criteria
 
for
 
such
 
minimum
requirements
 
under
 
the
 
relevant
 
Loss
 
Absorption
 
Regulations
 
effective
 
with
 
respect
 
to
 
us
 
and/or
 
the
Regulatory Group on the original issue date of the series of debt securities affected; or
If we redeem your debt security,
 
we will do so at the specified redemption price, together with interest
 
accrued to the
redemption date.
Our
 
ability
 
to
 
redeem
 
certain
 
series
 
of
 
debt
 
securities
 
in
 
these
 
circumstances
 
will
 
be
 
subject
 
to
 
obtaining
 
the
 
prior
permission of the relevant resolution authority and/or competent authority, as described “Condition to Redemption or
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
16
 
 
Repurchase”
 
below.
 
Unless
 
otherwise
 
specified
 
in
 
the
 
applicable
 
prospectus
 
supplement,
 
such
 
permission
 
may
 
be
granted in the
 
context of a
 
redemption of debt securities for
 
tax reasons only
 
if there is a
 
change in the applicable
 
tax
treatment of such debt securities which we demonstrate to the satisfaction of the relevant resolution authority and/or
competent authority,
 
as applicable, is
 
material and was
 
not reasonably foreseeable
 
at the time
 
of the issuance
 
of the
debt securities.
“
Excluded
 
Change
”
 
means
 
any
 
amendment
 
to,
 
or
 
change
 
in,
 
the
 
Loss
 
Absorption
 
Regulations
 
to
 
implement
 
the
proposals in
 
the form
 
originally announced
 
by the
 
European
 
Commission on
 
November 23,
 
2016 in
 
order to
 
further
strengthen the resilience of EU banks
 
(the “Proposals”) or,
 
if the Proposals have been amended as at
 
the original issue
date of the relevant series of debt securities, in the form as so amended as at such date.
“
Loss Absorption Regulations
” means, at
 
any time, the
 
laws, regulations, requirements, guidelines,
 
rules, standards and
policies
 
relating
 
to
 
minimum
 
requirements
 
for
 
own
 
funds
 
and
 
eligible
 
liabilities
 
and/or
 
loss
 
absorbing
 
capacity
instruments of the Netherlands, the European Central Bank, the Dutch Central
 
Bank or other competent authority, the
resolution authority, the Financial Stability Board and/or
 
of the European Parliament or of the Council of the European
Union then in effect in the Netherlands and applicable
 
to us and/or the Regulatory Group
 
including, without limitation
to the generality of the foregoing, any
 
delegated or implementing acts (such
 
as regulatory technical standards) adopted
by the
 
European Commission
 
and any
 
regulations, requirements,
 
guidelines, rules,
 
standards
 
and policies
 
relating to
minimum requirements for own funds and eligible liabilities
 
and/or loss absorbing capacity instruments adopted by the
competent authority and/or the resolution
 
authority from time to
 
time (whether or
 
not such regulations, requirements,
guidelines, rules, standards or policies are applied generally or specifically to us or to the Regulatory Group).
 
“
Regulatory Group
” means ING,
 
its subsidiary undertakings,
 
participations, participating interests
 
and any
 
subsidiary
undertakings, participations or
 
participating interests
 
held (directly or
 
indirectly) by any
 
of its subsidiary
 
undertakings
from time to time and any other
 
undertakings from time to time consolidated with
 
ING for regulatory purposes, in each
case in accordance with the rules and guidance of the competent authority then in effect.
Mergers and Similar Transactions
 
We are generally permitted to merge
 
or consolidate with or into another company. We
 
are also permitted to sell
substantially all our assets to another company.
 
With regard to any series of debt securities, however,
 
we may not
take any of these actions unless all the following conditions are met:
 
●
 
If we are not the successor entity, the successor entity must expressly agree
 
to be legally responsible for the
debt securities of that series and the indenture with respect to that series and must be organized as a
corporation, partnership, trust, limited liability company or similar entity.
 
The successor entity may be
organized under the laws of any jurisdiction.
●
 
The merger, sale of assets or other transaction must
 
not cause an event of default on the debt securities or
any event which, after notice or lapse of time or both, would become an event of default
If the conditions described above are satisfied with respect to the debt securities of any series, we will not need to
obtain the approval of the holders of those debt securities in order to merge or consolidate or to sell our assets. Also,
these conditions will apply only if we wish to merge or consolidate with another entity or sell our assets substantially
as an entirety to another entity. We
 
will not need to satisfy these conditions if we enter into other types of
transactions, including any transaction in which we acquire the stock or assets of another entity, any
 
transaction that
involves a change of control of ING but in which we do not merge or consolidate, and any transaction
 
in which we sell
less than substantially all our assets.
 
Subject to applicable law and regulation (including our obtaining the prior permission of the Single Resolution Board
(as resolution authority) and/or the European Central Bank (as competent authority), or any successor relevant
resolution authority and/or competent authority, as appropriate,
 
if such permission is required), any of our wholly
owned subsidiaries may assume our obligations under the debt securities of any series without the consent of any
holder. We,
 
however,
 
must irrevocably guarantee (on a subordinated basis in substantially the manner described
under “— Debt Securities May Be Senior or Subordinated — Subordination Provisions” above, in the case of
subordinated debt securities) the obligations of the subsidiary under the debt securities of that series. If we do, all of
our direct obligations under the debt securities of the series and the applicable indenture shall immediately be
discharged. Unless the relevant prospectus supplement provides otherwise, any additional amounts under the debt
securities of the series will, to the extent provided as described in the base prospectus under “— Payment of
Additional Amounts with Respect to the Debt Securities”, be payable
 
in respect of any taxes imposed by the
jurisdiction in which the successor entity is organized, rather than taxes imposed by The Netherlands, subject to
exceptions equivalent to those that apply to any obligation to
 
pay additional amounts in respect of taxes imposed by
The Netherlands. However, if we make
 
payment under this guarantee, we shall also be required to pay additional
amounts related to taxes (subject to the exceptions
 
set forth in “— Payment of Additional Amounts with Respect to
the Debt Securities” in the base prospectus) imposed by The Netherlands due to this guarantee payment. A subsidiary
that assumes our obligations will also be entitled to redeem the debt securities of the relevant series in the
circumstances described under “— Redemption and Repayment” above with respect to any change or amendment to,
or change in the official application of the laws or regulations of the assuming corporation’s jurisdiction of
incorporation as long as the change or amendment occurs after the date of the subsidiary’s assumption of our
obligations.
 
Tax authorities, including the U.S. Internal Revenue
 
Service, might deem an assumption of our obligations as described
above to be an exchange of the existing debt securities for new debt securities, resulting in a recognition of taxable
gain or loss and possibly other adverse tax consequences. Investors should consult their tax advisors regarding
 
the tax
consequences of such an assumption. If we merge, consolidate or sell our assets substantially in their entirety,
 
neither
we nor any successor would have any obligation to compensate you
 
for any resulting adverse tax consequences
relating to your debt securities.
 
Events of Default and Remedies
 
Events of Default and Acceleration of Principal
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
17
 
 
Unless otherwise
 
specified in
 
your
 
prospectus
 
supplement, an
 
“event
 
of
 
default” with
 
respect
 
to
 
any
 
series of
 
debt
securities will result only if:
●
 
we
 
are
 
declared
 
bankrupt
 
by
 
a
 
court
 
of
 
competent
 
jurisdiction
 
in
 
The
 
Netherlands
 
(or
 
such
 
other
jurisdiction in which we may be organized); or
●
 
an order is
 
made or an
 
effective resolution
 
is passed for
 
our winding-up or
 
liquidation, unless this
 
is
done in connection with a
 
merger, consolidation or other form of combination with another
 
company
and
 
(a)
 
we
 
are
 
permitted
 
to
 
enter
 
into
 
such
 
merger,
 
consolidation
 
or
 
combination
 
pursuant
 
the
provisions described under “— Mergers and Similar Transactions”
 
above or (b) the requisite majority
of
 
holders
 
of
 
the
 
relevant
 
series
 
of
 
debt
 
securities,
 
as
 
described
 
under
 
“Modifications
 
of
 
the
Indentures—Changes Requiring Majority Approval”, has waived the requirement that
 
we comply with
the covenant contained in “— Mergers and Similar Transactions”
 
above.
 
Upon the occurrence of an event of default, and only in such instance, the entire principal amount of each series of our
debt
 
securities 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 the approvals
 
described
under
 
“—Condition
 
to
 
Redemption
 
or
 
Repurchase”
 
above.
 
The
 
payment
 
of
 
principal
 
of
 
our
 
debt
 
securities
 
will
 
be
accelerated only in the event of an event of default
 
(but not the bankruptcy, insolvency or reorganization
 
of any of our
subsidiaries). There will be
 
no right of acceleration of
 
the payment of principal of
 
our debt securities if
 
we fail to pay any
principal, interest
 
or any other
 
amount (including upon
 
redemption) on such
 
debt securities or
 
in the performance
 
of
any of our covenants or
 
agreements contained in such debt
 
securities. No such
 
payment default or performance default
will result
 
in an
 
event
 
of default
 
under our
 
debt securities
 
or permit
 
any
 
holders
 
to take
 
action to
 
enforce
 
the debt
securities, except as described under
 
“—Limited Remedies for Non-Payment and Breach of
 
Obligations; Trust Indenture
Act
 
Remedies”
 
below.
 
Moreover,
 
the
 
exercise
 
of
 
any
 
Dutch
 
Bail-in
 
Power
 
by
 
the
 
relevant
 
resolution
 
authority,
 
as
described under “— Agreement and Acknowledgment with Respect
 
to the Exercise of Dutch Bail-in
 
Power” above, will
not be an event of default.
 
Limited Remedies for Non
-
Payment and Breach of Obligations; Trust Indenture A
ct Remedies
 
The sole remedies of the holders of our debt securities and the trustee for our breach of any obligation under the debt
securities or the senior debt
 
indenture, as applicable, shall
 
be (1) to demand
 
payment of any
 
principal or interest
 
that
we fail to pay when it has become
 
due and payable and, in the
 
case of interest, where such failure continues for at least
30 days
 
(provided that
 
the trustee has
 
provided us with
 
notice of such
 
failure to
 
pay interest
 
at least 15
 
days prior
 
to
the end
 
of such
 
30-day period),
 
(2) to
 
seek enforcement
 
of any
 
of our
 
other obligations
 
under any
 
debt security,
 
the
senior debt indenture (other than any payment obligation) or damages for our failure
 
to satisfy any such obligation, (3)
to exercise the remedies described
 
under “—Events of Default” above and (4)
 
to claim in any proceeding relating to our
liquidation
 
(upon
 
dissolution
 
(
ontbinding
)
 
or
 
otherwise),
 
moratorium
 
of
 
payments
 
(
surseance
 
van
 
betaling
)
 
or
bankruptcy (
faillissement
). The foregoing shall not prevent holders of our debt securities or the trustee from instituting
proceedings for our bankruptcy.
Notwithstanding the foregoing, (1) the
 
trustee shall have such
 
powers as are required
 
to be authorized to
 
it under the
Trust Indenture Act in respect of the rights of the holders of our debt securities under the provisions of the senior debt
indenture and (2) nothing shall impair the right of a holder of our debt securities under the Trust Indenture Act, absent
such holder’s consent, to sue for any payment due but unpaid with respect to its debt securities.
 
No Other Remedies
 
Other than the limited
 
remedies specified herein under “Limited
 
Remedies for Non-Payment and Breach of Obligations;
Trust
 
Indenture Act
 
Remedies” above,
 
no remedy
 
against
 
us will
 
be available
 
to the
 
trustee (acting
 
on behalf
 
of the
holders of our debt
 
securities) or holders of our
 
debt securities whether for
 
the recovery of
 
amounts owing in respect
of such debt
 
securities or under
 
the senior debt
 
indenture or
 
in respect of
 
any breach
 
by us
 
of any
 
of our obligations
under
 
or
 
in
 
respect
 
of
 
the
 
terms
 
of
 
our
 
debt
 
securities
 
or
 
the
 
senior
 
debt
 
indenture
 
in
 
relation
 
thereto;
 
provided,
however,
 
that such limitation shall not
 
apply to our obligations to
 
pay the fees and
 
expenses of,
 
and to indemnify,
 
the
trustee (including fees and expenses of trustee’s
 
counsel).
 
Trustee’s Duties
In case
 
of a
 
default
 
under any
 
series of
 
our debt
 
securities, the
 
trustee shall
 
exercise
 
such of
 
the rights
 
and powers
vested in it by the
 
senior debt indenture, and
 
use the same
 
degree of care and skill
 
in their exercise, as a
 
prudent person
would exercise or use under the circumstances in the conduct of his or her own affairs. For
 
these purposes, a “default”
shall occur upon (i)
 
the occurrence of
 
an event of
 
default, (ii) failure
 
by us to
 
pay any principal
 
or interest
 
when it has
become due and
 
payable and, in
 
the case of
 
interest, where
 
such failure
 
continues for
 
at least 30
 
days (provided
 
that
the trustee has
 
provided us with
 
notice of such failure
 
to pay interest
 
at least 15
 
days prior to
 
the end of such
 
30-day
period) or (iii) breach by
 
us of any term,
 
obligation or commitment (other
 
than any payment
 
obligation) binding on us
under the relevant series
 
of debt securities
 
or the senior
 
debt indenture. Holders of
 
a majority of
 
the aggregate principal
amount of the outstanding debt
 
securities of a series
 
may waive any past default specified in
 
clause (iii) in the
 
preceding
sentence but may not
 
waive any past default specified
 
in clauses (i)
 
and (ii) in
 
the preceding sentence. For
 
the avoidance
of doubt,
 
the exercise of
 
any Dutch Bail-in
 
Power by the
 
relevant resolution authority, as
 
described under
 
“— Agreement
and
 
Acknowledgment
 
with
 
Respect
 
to
 
the
 
Exercise
 
of
 
Dutch
 
Bail-in
 
Power”
 
above,
 
will
 
not
 
be
 
a
 
default
 
for
 
these
purposes.
If a default occurs and is continuing with respect to any series of our debt securities, the trustee will have no obligation
to take
 
any
 
action at
 
the direction
 
of any
 
holders of
 
such series
 
of the
 
debt securities,
 
unless they
 
have
 
offered
 
the
trustee security
 
or indemnity
 
satisfactory
 
to the
 
trustee in
 
its sole
 
discretion. The
 
holders of
 
a majority
 
in aggregate
principal amount of the outstanding debt securities of a series shall have the right to direct the time, method and place
of conducting any
 
proceeding in the name
 
of and on the
 
behalf of the trustee
 
for any remedy
 
available to
 
the trustee
or exercising
 
any trust
 
or power conferred
 
on the trustee
 
with respect to
 
such series of
 
the debt securities.
 
However,
this direction (a) must not
 
be in conflict with any rule
 
of law or the
 
senior debt indenture, as applicable
 
and (b) must not
be unjustly prejudicial to
 
the holder(s) of such
 
series of the debt
 
securities not taking part
 
in the direction, in
 
the case
of either (a)
 
or (b) as
 
determined by the
 
trustee in its
 
sole discretion. The
 
trustee may
 
also take
 
any other action,
 
not
inconsistent with the direction, that it deems proper.
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
18
 
 
The trustee
 
is required
 
to,
 
within 90
 
days of
 
a default
 
with respect
 
to the
 
debt securities
 
of any
 
series, give
 
to each
affected holder of
 
the debt securities of the
 
affected series notice
 
of any default
 
known to a responsible
 
officer of the
trustee, unless the default has been cured or waived. However,
 
the trustee will be entitled to withhold notice if a trust
committee of responsible officers
 
of the trustee determine in good faith
 
that withholding of notice is in the interest
 
of
the holders.
The
 
trustee
 
makes
 
no
 
representations,
 
and
 
shall
 
not
 
be
 
liable
 
with
 
respect
 
to,
 
any
 
information
 
set
 
forth
 
in
 
this
prospectus.
Limitation on Suits
Before you
 
bypass the
 
trustee and
 
bring your
 
own lawsuit
 
or other formal
 
legal action
 
or take
 
other steps
 
to enforce
your rights or protect your interests relating to the debt securities, all of the following must occur:
 
●
 
the holder must give the trustee a written notice that a default has occurred and remains uncured;
●
 
the holders
 
of 25%
 
in outstanding
 
principal amount
 
of the
 
debt securities
 
must make
 
a written
 
request
that the trustee take action because of the default;
●
 
such holder must
 
offer indemnity satisfactory to the
 
trustee in its sole
 
discretion against the cost
 
and other
liabilities of taking that action;
●
 
the trustee must not
 
have taken
 
action for 60 days
 
after receipt of the above
 
notice and offer of
 
security
or indemnity; and
●
 
the trustee must not have received an inconsistent
 
direction from the majority in principal amount of the
debt securities during that period.
Notwithstanding any contrary provisions, nothing
 
shall impair the
 
right of a
 
holder of the
 
debt securities under
 
the Trust
Indenture Act, absent
 
such holder’s consent,
 
to sue for any
 
payments due but
 
unpaid with respect
 
to the debt
 
securities.
Modifications of the Indentures
There are four types of changes we can make to a particular indenture and the debt securities issued thereunder.
 
 
Changes Requiring Each Holder’s Approval
 
First,
 
there are
 
changes that
 
we or
 
the trustee
 
cannot make
 
without the
 
approval
 
of each
 
holder of
 
a debt
 
security
affected by the change under a particular indenture. We cannot:
 
●
 
change the stated maturity,
 
if any, for any
 
principal or interest payment on a debt security;
●
 
reduce the principal
 
amount, the amount
 
payable on acceleration of
 
the maturity after
 
an event of
 
default,
the interest rate or the redemption price or any premium for
 
a debt security;
●
 
change our obligation to pay additional amounts in respect of a debt security;
●
 
permit redemption of a debt security if not previously permitted;
●
 
modify the provisions
 
of the indenture
 
with respect to
 
the subordination of
 
the debt securities
 
in a manner
adverse to holders;
●
 
impair any right a holder may have to require repayment
 
or conversion of its debt security;
●
 
change the currency of any payment on a debt security other than as permitted by the debt security;
●
 
change the place of payment on a debt security, if it is in non-global form;
●
 
impair a holder’s right to sue for payment of any amount due on its debt security;
●
 
reduce the
 
percentage
 
in principal
 
amount of
 
the debt
 
securities and
 
any
 
other affected
 
series of
 
debt
securities, taken
 
together,
 
the approval of
 
whose holders is
 
needed to change
 
the indenture or
 
the debt
securities;
●
 
reduce the
 
percentage
 
in principal
 
amount of
 
the debt
 
securities and
 
any
 
other affected
 
series of
 
debt
securities, taken
 
separately or
 
together,
 
as the
 
case may
 
be, the
 
consent of
 
whose holders
 
is needed
 
to
waive our compliance with the applicable indenture or to waive defaults; and
●
 
change
 
the
 
provisions
 
of
 
the
 
applicable
 
indenture
 
dealing
 
with
 
modification
 
and
 
waiver
 
in
 
any
 
other
respect, except
 
to increase
 
any
 
required
 
percentage
 
referred
 
to above
 
or to
 
add to
 
the provisions
 
that
cannot be changed or waived without approval of the holder of each affected debt security.
 
Changes Not Requiring Approval
 
The second type of
 
change does not require
 
any approval by
 
holders of the debt
 
securities. These changes are
 
limited
to clarifications and changes
 
that would not adversely affect the
 
debt securities in any
 
material respect. Nor do
 
we need
any approval to make any change that affects only debt securities to be issued under the applicable indenture after the
changes take effect.
We may also make changes or obtain
 
waivers that do not adversely affect a particular debt security,
 
even if they affect
other debt securities. In
 
those cases, we do
 
not need to obtain the
 
approval of the holder of
 
that debt security; we need
only obtain any required approvals from the holders of the affected
 
debt securities or other debt securities.
 
 
Changes Requiring Majority Approval
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
19
 
 
Any other change to
 
either indenture and the
 
debt securities issued under that
 
indenture would require
 
the following
approval:
 
●
 
if the change affects only one series of debt securities, it must be approved by the holders of a majority in
principal amount of the relevant series of debt securities; or
●
 
if
 
the
 
change
 
affects
 
more
 
than
 
one
 
series
 
of
 
debt
 
securities
 
issued
 
under
 
an
 
indenture,
 
it
 
must
 
be
approved by
 
the holders
 
of a
 
majority in
 
principal amount
 
of the
 
series affected
 
by the
 
change, with
 
all
affected series voting together as one class for
 
this purpose (and of any series that by its terms is entitled
to vote separately as a series, as described below).
In each case, the required approval must be given by written consent.
The same
 
majority approval
 
would be
 
required for
 
us to
 
obtain a
 
waiver of
 
any of
 
our covenants
 
in either indenture.
Our covenants include
 
the promises we make
 
about merging which we
 
describe above under “— Mergers
 
and Similar
Transactions.”
 
If
 
the
 
holders
 
agree
 
to
 
waive
 
a
 
covenant,
 
we
 
will
 
not
 
have
 
to
 
comply
 
with
 
it.
 
A
 
majority
 
of
 
holders,
however,
 
cannot approve
 
a waiver
 
of any
 
provision in
 
a particular
 
debt security,
 
or in
 
the applicable
 
indenture
 
as it
affects that debt security, that we cannot change without the
 
approval of each holder of that
 
debt security as described
above in “— Changes Requiring Each Holder’s Approval” unless that holder approves the waiver.
Book-entry and
 
other indirect owners
 
should consult their
 
banks or
 
brokers
 
for information
 
on how approval
 
may be
granted or denied if we seek to change the applicable indenture or the debt securities or request a waiver.
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
20
 
 
AMERICAN DEPOSITARY SHARES
This section will summarize all of the material provisions of the Amended and Restated Deposit Agreement, dated as
of October 4, 2018, pursuant to which the American depositary receipts (which we refer to as ADRs) are to be issued
among ING, JPMorgan Chase Bank, N.A., as depositary, and the holders from time to time of ADRs. We refer
 
to this
agreement as the “deposit agreement.”
 
We do not, however,
 
describe every aspect of the deposit agreement, which
has been filed as an exhibit to ING’s registration
 
statement on Form F-6, filed on 4 October 2018. You
 
should read the
deposit agreement for a more detailed description of the terms of the ADRs. Additional copies of the deposit
agreement are available for inspection at the principal office of the depositary in New York,
 
which is presently located
at 383 Madison Avenue, Floor 11, New York, New York,
 
10179.
 
American Depositary Receipts
The depositary will issue ADRs evidencing American depositary shares (which we refer to as ADSs) pursuant to the
deposit agreement. Each ADS will represent one ordinary share. Only persons in whose names ADRs are registered on
the books of the depositary will be treated by the depositary and us as holders of ADRs.
 
Unless certificated ADRs are
specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic
statements will be mailed to you which reflect your ownership interest
 
in such ADSs. In our description, references to
American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of
ADSs.
You may hold ADSs either directly or indirectly through
 
your broker or other financial institution. If you hold ADSs
directly, by having an ADS registered
 
in your name on the books of the depositary, you are an ADR holder.
 
This
description assumes you hold your ADSs directly. If you hold the ADSs through your broker
 
or financial institution
nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder
described in this section. You should consult with your broker or financial institution to find out what those
procedures are.
Pursuant to the terms of the deposit agreement, registered holders of ADRs and all persons holding any interest
 
in
ADRs and/or ADSs will be subject to any applicable disclosure requirements regarding acquisition and ownership of
ordinary shares as are applicable pursuant to the terms of our articles of association or other provisions of or
governing the ordinary shares. See “Ordinary Shares — Obligations of shareholders to disclose holdings” above for a
description of such disclosure requirements applicable to ordinary shares and the consequences of noncompliance as
of the date of this prospectus. In order to enforce such disclosure requirements, we reserve the right to
 
instruct ADR
holders to deliver their ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal
directly with the holder thereof as a holder of ordinary shares, and, by being a holder of an ADR, ADR holders are
contractually agreeing to comply with such instructions.
 
The depositary has agreed, subject to the terms and
conditions of the deposit agreement, to cooperate with ING in its efforts to inform ADR holders
 
of any exercise by us
of our rights to instruct ADR holders to deliver their ADSs for cancellation, and to consult with and provide us with
reasonable assistance without risk, liability or expense on the part of the depositary, on the manner or manners in
which we may enforce such rights with respect to any ADR holder.
The depositary will keep, at its transfer office, (i) a register for
 
the registration, registration of transfer,
 
combination
and split-up of ADRs, which at all reasonable times will be open for inspection by holders of ADRs and us for the
purpose of communicating with holders in the interest of our business or a matter relating to the deposit agreement
and (ii) facilities for the delivery and receipt of ADRs.
 
Deposit, Transfer and Withdrawal
The depositary has agreed that upon delivery of our ordinary shares (or rights to receive our ordinary shares from us
or any registrar,
 
transfer agent, clearing agency or other entity recording ordinary share ownership or transactions for
us) to their custodian, which is currently ING Bank N.V.,
 
and in accordance with the procedures set forth in the deposit
agreement, the depositary will issue ADRs for delivery at its designated transfer office.
Upon surrender at the office of the depositary of an ADR for the purpose of withdrawal of the deposited securities
represented by the ADSs evidenced by such ADR, and upon payment of the fees, governmental charges
 
and taxes
provided in the deposit agreement, and subject to the terms and conditions of the deposit agreement, the holder of
such ADR will be entitled to delivery to such holder or upon such holder’s order, as permitted
 
by applicable law, of the
amount of deposited securities at the time represented by the ADS evidenced by such ADR. The custodian will
ordinarily deliver such deposited securities at or from its office. The forwarding of deposited securities for delivery at
any other place specified by the holder will be at the risk and expense of the holder.
 
Dividends, Other Distributions and Rights
To the extent
 
practicable, the depositary will distribute to you, in proportion to the number of ADSs you hold, any U.S.
dollars available to the depositary resulting from a cash dividend or other cash distribution or the net proceeds of
sales of any other distribution that it receives in respect of the deposited securities. Such a distribution will be subject
to (i) appropriate adjustments for taxes
 
withheld, (ii) the impermissibility or impracticability of such distribution with
respect to certain holders and (iii) the deduction of the depositary and/or its agents’ fees and expenses in (1)
converting any foreign currency to U.S. dollars
 
by sale or in such other manner as the depositary may determine, to
the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring
 
foreign
currency or U.S. dollars to the United States by such means as the depositary may determine, to the extent that
 
it
determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any
governmental authority required for such conversion or transfer,
 
which is obtainable at a reasonable cost and within a
reasonable time and (4) making any sale by public or private means in any commercially reasonable manner.
 
To the
extent that the depositary determines in its discretion that any distribution under the terms of the deposit agreement
is not practicable with respect to any holder,
 
the depositary may make such distribution as it so deems practicable,
including the distribution of foreign currency,
 
securities or property (or appropriate documents evidencing the right to
receive foreign currency,
 
securities or property) or the retention thereof as deposited securities with respect to such
holder’s ADRs (without liability for interest thereon or the investment thereof). For a description of our dividend
policies, see “ Description of Ordinary Shares — Dividends” above.
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
21
 
 
If any distribution on deposited securities consists of a dividend in, or free distribution of, ordinary shares, the
depositary will, to the extent practicable, distribute to you, in proportion to the number of ADSs you hold, additional
ADRs evidencing an aggregate number of ADSs that represents the amount of ordinary shares received as such
dividend or free distribution. In lieu of delivering ADRs for fractional ADSs in the event of any such dividend or free
distribution, the depositary shall sell the number of ordinary shares represented by the aggregate of such fractions
and distribute the net proceeds to holders entitled thereto.
If we offer or cause to be offered to holders
 
of deposited securities any rights to subscribe for additional shares or
rights of any nature, the depositary will to the extent practicable distribute warrants
 
or other instruments, in its
discretion, representing
 
rights to acquire additional ADRs in respect of any rights that have been made available to
the depositary as a result of a distribution on deposited securities, to the extent that we timely furnish to the
depositary evidence satisfactory to the depositary that the depositary may lawfully distribute the same. We have no
obligation to furnish such evidence, and to the extent that we do not furnish such evidence and the sales of rights are
practicable, the depositary will distribute any U.S. dollars available to the depositary from the net
 
proceeds of sales of
rights, as in the case of cash, or, to the extent
 
that we do not furnish such evidence and such sales cannot practicably
be accomplished by reason of the non-transferability of the rights, limited markets therefor,
 
their short duration, or
otherwise, the depositary will distribute nothing (and any rights may lapse).
 
The depositary will not offer rights to holders having an address in the U.S. unless both the rights and the securities to
which such rights relate are either exempt from registration
 
under the Securities Act with respect to a distribution to
all holders or are registered under the provisions of the Securities Act. Notwithstanding any terms of the deposit
agreement to the contrary,
 
we shall have no obligation to prepare and file a registration statement
 
in respect of any
such rights.
Whenever the depositary shall receive any distribution other than cash, ordinary shares or rights in respect of the
deposited securities, the depositary will to the extent practicable distribute securities or property available to the
depositary resulting from such distribution to the holders entitled thereto by any means that the depositary may
deem equitable and practicable, or, to
 
the extent that the depositary deems distribution of such securities or property
to not be equitable and practicable, any U.S. dollars available to the depositary from the net proceeds
 
of sales of such
securities or property, as in the case of cash.
Whenever we intend to distribute a dividend payable at the election of the holders of ordinary shares in cash or in
additional shares, we shall give notice thereof to the depositary at least 30 days prior to the proposed distribution
stating whether or not we wish such elective distribution to be made available to ADR holders.
 
Upon receipt of notice
indicating that we wish such elective distribution to be made available to ADR holders, the depositary shall consult
with us to determine, and we shall assist the depositary in its determination, whether it is lawful and reasonably
practicable to make such elective distribution available to the ADR holders. The depositary shall make
 
such elective
distribution available to ADR holders only if (i) we shall have timely requested that the elective distribution is available
to ADR holders, (ii) the depositary shall have determined that such distribution is reasonably practicable and (iii) the
depositary shall have received satisfactory documentation within the terms of the deposit agreement including,
without limitation, any legal opinions of counsel in any applicable jurisdiction that the depositary in its reasonable
discretion may request, at our expense.
 
If the above conditions are not satisfied, the depositary shall, to the extent
permitted by law,
 
distribute to the ADR holders, on the basis of the same determination as is made in the local market
in respect of the ordinary shares for which no election is made, either (x) cash or (y) additional ADSs representing such
additional ordinary shares.
 
If the above conditions are satisfied, the depositary shall establish a record date and
establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additional ADSs.
 
We shall assist the depositary in establishing such procedures to the extent necessary.
 
Nothing herein shall obligate
the depositary to make available to ADR holders a method to receive
 
the elective dividend in ordinary shares (rather
than ADSs).
 
There can be no assurance that ADR holders generally,
 
or any holder in particular, will be given the
opportunity to receive elective distributions on the same terms and conditions as the holders of ordinary shares.
If the depositary determines that any distribution of property other than cash (including ordinary shares or rights) on
deposited securities is subject to any tax which the depositary or the custodian is obligated to withhold, the
depositary may dispose of all or a portion of such property in such amounts and in such manner as the depositary
deems necessary and practicable to pay such taxes, by public or private sale, and the depositary will distribute the net
proceeds of any such sale or the balance of any such property after deduction of such taxes to the holders entitled
thereto.
Changes Affecting Deposited Securities
Pursuant to the terms of the deposit agreement, the depositary may,
 
in its discretion, and will if we so reasonably
request, amend the ADRs or distribute additional or amended ADRs (with or without calling for the exchange of any
ADRs) or cash, securities or property on the record date set by the depositary therefor to
 
reflect any change in par
value, split-up, consolidation, cancellation or other reclassification of deposited securities, any share distribution or
any distribution other than cash, ordinary shares or rights, which in each case is not distributed to holders or any cash,
securities or property available to the depositary in respect of the deposited securities from (and the depositary is
authorized to surrender any deposited securities to any person and, irrespective of whether such deposited securities
are surrendered or otherwise cancelled by operation of law,
 
rule, regulation or otherwise, to sell by public or private
sale any property received in connection with) any recapitalization, reorganization,
 
merger,
 
consolidation, liquidation,
receivership, bankruptcy or sale of all or substantially all of our assets, and to the extent that the depositary does not
so amend the ADRs or make a distribution to holders to reflect any of the foregoing, or the net proceeds thereof,
whatever cash, securities or property results from any of the foregoing shall constitute deposited securities and each
ADS evidenced by an ADR shall automatically represent its pro rata interest
 
in the deposited securities as then
constituted.
 
Promptly upon the occurrence of any of the aforementioned changes affecting deposited securities, we
shall notify the
 
depositary in writing of such occurrence and as soon as practicable after receipt of such notice, may
instruct the depositary to give notice thereof, at our expense, to holders in accordance
 
with the provisions of the
deposit agreement. Upon receipt of such instruction, the depositary shall give notice to the holders in accordance
with the terms of the deposit agreement, as soon as reasonably practicable.
Record Dates
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
22
 
 
The depositary may, after consultation
 
with us if practicable, fix a record date (which, to the extent applicable, shall be
as near as practicable to any corresponding record date set by us)
 
for the determination of the holders who shall be
responsible for the fee assessed by the depositary for administration of the ADR program and for
 
any expenses
provided in the deposit agreement as well as for the determination of the holders who shall be entitled to receive any
distribution on or in respect of deposited securities, to give instructions for the exercise of any voting rights, to receive
any notice or to act in respect of other matters and only such holders shall be so entitled or obligated.
Voting of Deposited Securities
Subject to the following sentence, as soon as practicable after receipt of notice of any meetings at which the holders
of ordinary shares are entitled to vote, or of solicitation of consents or proxies from holders of ordinary shares or
other deposited securities, the depositary shall fix the ADS record date in accordance with the deposit agreement in
respect of such meeting or solicitation of consent or proxy.
 
The depositary shall, if we request in writing in a timely
manner (the depositary having no obligation to take any
 
further action if the request shall not have been received by
the depositary at least thirty (30) days’ prior to the date of such vote or meeting) and at our expense and provided no
legal prohibitions exist, distribute to holders a notice stating:
(i)
 
such information as is contained in such notice and any solicitation materials;
(ii)
 
that each holder on the record date set by the depositary therefor will, subject to any applicable
provisions of Dutch law,
 
be entitled to instruct the depositary as to the exercise of the voting rights,
if any, pertaining to the deposited securities represented
 
by the ADSs evidenced by such holder’s
ADRs; and
(iii)
 
the manner in which such instructions may be given, including instructions to give a discretionary
proxy to a person designated by us.
Upon actual receipt by the ADR department of the depositary of instructions of a holder on such record date in the
manner and on or before the time established by the depositary for such purpose, the depositary shall endeavor,
insofar as practicable and permitted under the provisions of,
 
or governing, deposited securities, to vote or cause to be
voted the deposited securities represented by such holder’s ADRs in accordance with such instructions. The
depositary will not itself exercise any voting discretion in respect of any deposited securities. There is no guarantee
that holders generally or any holder in particular will receive the notice described above with sufficient time to enable
such holder to return any voting instructions to the depositary in a timely manner.
 
Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may,
 
to the extent not
prohibited by law or regulations, or by the requirements of the stock exchange
 
on which the ADSs are listed, in lieu of
distribution of the materials provided to the depositary in connection with any meeting of,
 
or solicitation of consents
or proxies from, holders of deposited securities, distribute to holders of ADRs a notice that provides such holders with,
or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon
request (
i.e
., by reference to a website containing
 
the materials for retrieval or a contact for requesting copies of the
materials).
 
ADR holders are strongly encouraged to forward their voting instructions as soon as possible.
 
Voting instructions will
not be deemed received until such time as the ADR department responsible for proxies and voting has received such
instructions notwithstanding that such instructions may have been physically received by the depositary prior to such
time.
 
Reports and Other Communications
 
We have delivered to the depositary,
 
the custodian and any transfer office a copy of all provisions of or governing the
ordinary shares and any other deposited securities issued by us or any of our affiliates and, promptly upon any change
thereto, we will deliver to the depositary,
 
the custodian and any transfer office, a copy (in English or with an English
translation) of such provisions as so changed.
Amendment and Termination of the Deposit Agreement
Subject to the provisions of the deposit agreement, the ADRs and the deposit agreement may at any time be
amended by us and the depositary without your consent;
provided
 
that any amendment that imposes or increases any
fees or charges (other than stock transfer or other taxes
 
and other governmental charges, transfer or registration
 
fees,
SWIFT,
 
cable, telex or facsimile transmission costs, delivery costs or other such expenses), or which otherwise
prejudices any substantial existing right of yours,
 
will take effect 30 days
 
after notice of any such amendment has
been given to ADR holders. Every holder of an ADR at the time any amendment to the deposit agreement so becomes
effective will be deemed by continuing to hold such ADRs to consent and agree to such amendment and to be bound
by the deposit agreement as amended thereby. In no event
 
may any amendment impair the right of any holder of
ADRs to surrender such ADRs and receive the deposited securities represented thereby,
 
except in order to comply
with mandatory provisions of applicable law.
 
Any amendments or supplements which (i) are reasonably necessary (as agreed by us and the depositary) in order for
(a) the ADSs to be registered under the Securities Act or (b) the ADSs or our ordinary shares to be traded solely in
electronic book-entry form and (ii) do not in either such case impose or increase any fees or charges to be borne by
holders of ADRs, shall be deemed not to prejudice any substantial rights of such holders. Notwithstanding the
foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would
require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we
and the depositary may amend or supplement the deposit agreement and the form of ADR at any time in accordance
with such changed laws, rules or regulations. Such amendment or supplement to the deposit agreement in such
circumstances may become effective before
 
a notice of such amendment or supplement is given to holders of ADRs or
within any other period of time as required for compliance. Notice of any amendment to the deposit agreement or
form of ADR shall not need to describe in detail the specific amendments effectuated thereby,
 
and failure to describe
the specific amendments in any such notice shall not render such notice invalid,
provided, however,
 
that, in each such
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
23
 
 
case, the notice given to the holders identifies a means for holders to retrieve or receive the text
 
of such amendment
(
i.e
., upon retrieval from the SEC’s, the depositary’s or our website or upon request from
 
the depositary).
 
The depositary may, and shall at our written direction,
 
terminate the deposit agreement and the ADRs by mailing
notice of such termination to the ADR holders at least 30 days prior to the date fixed in such notice for such
termination; provided, however,
 
if the depositary shall have (i) resigned as depositary, notice of such termination by
the depositary shall not be provided to ADR holders unless a successor depositary shall not be operating under the
deposit agreement within 60 days of the date of such resignation, or (ii) been removed as depositary,
 
notice of such
termination by the depositary shall not be provided to ADR holders unless a successor depositary shall not be
operating under the deposit agreement on the 60
th
 
day after our notice of removal was first provided to the
depositary. After the date so fixed
 
for termination, the depositary and its agents will perform no further acts under
the deposit agreement and the ADRs, except to receive and hold (or sell) distributions on deposited securities and
deliver deposited securities being withdrawn.
 
As soon as practicable after the expiration of 6 months from the date
so fixed for termination, the depositary shall sell the deposited securities and shall thereafter (as long as it may
lawfully do so) hold in a segregated or unsegregated account the net proceeds of such sales, together with any
 
other
cash then held by it under the deposit agreement, without liability for interest, in trust for the pro rata
 
benefit of the
holders of ADRs not theretofore surrendered.
 
After making such sale, the depositary shall be discharged from all
obligations in respect of the deposit agreement and the ADRs, except to account for such net proceeds and other
cash.
 
After the date so fixed for termination, we shall be discharged from all obligations under the deposit agreement
except for our obligations to the depositary and its agents.
In the event that the depositary resigns, is removed or is otherwise substituted, and a successor thereto is appointed,
the successor depositary will promptly mail you notice of such appointment.
Liability of Holder for Taxes
If any tax or other governmental charges (including any penalties and/or interest)
 
become payable by the custodian or
the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any
distribution thereon, such tax or other governmental charge will be paid by the holder thereof to the depositary and
by holding or having held an ADR the holder and all prior holders, jointly and severally, agree
 
to indemnify, defend and
hold harmless each of the depositary and its agents in respect thereof. The depositary may refuse to effect
 
any
registration, registration of transfer
 
or any split-up or combination of such ADR or any withdrawal of deposited
securities underlying such ADR until such payment is made. The depositary may also deduct from any dividends or
other distributions or may sell by public or private sale for your account any part or all of the deposited securities
underlying such ADR and may apply such dividends, distributions or the proceeds of any such sale to pay any such tax
or other governmental charges, and the holder of such ADR shall remain liable for any deficiency,
 
and the depositary
shall reduce the number of ADSs evidenced thereby to reflect any such sales of shares. In connection with any
distribution to holders, we will remit to the appropriate governmental authority or agency all amounts (if any)
required to be withheld and owing to such authority or agency by us; and the depositary and the custodian will remit
to the appropriate governmental authority or agency all amounts (if any) required to be withheld and owing to such
authority or agency by the depositary or the custodian.
 
If the depositary determines that any distribution in property
other than cash (including shares or rights) on deposited securities is subject to any tax that the depositary or the
custodian is obligated to withhold, the depositary may dispose of all or a portion of such property in such amounts
and in such manner as the depositary deems necessary and practicable to pay such taxes, by public or private sale,
and the depositary shall distribute the net proceeds of any such sale or the balance of any such property after
deduction of such taxes to the holders entitled thereto. Each holder of an ADR or an interest therein agrees to
indemnify the depositary, us, the custodian and any of their respective officers,
 
directors, employees, agents and
affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect
 
to
taxes, additions to tax, penalties or interest arising out of any refund
 
of taxes, reduced rate of withholding at source or
other tax benefit obtained, which obligations shall survive any transfer or surrender of ADSs or the termination
 
of the
deposit agreement.
Transfer of
 
American Depositary Receipts
The ADRs are transferable on the books of the depositary,
provided
 
that the depositary may close the transfer books
or any portion thereof at any time or from time to time when deemed expedient by it, and may also close the
issuance book portion of the transfer books when reasonably requested by us solely in order to enable us to comply
with applicable law. As a condition precedent to the issue, registration, registration
 
of transfer,
 
split-up or
combination of any ADR, the delivery of any distribution thereon, or withdrawal of any deposited securities, the
depositary, we or the custodian may require
 
(i) payment of a sum sufficient to reimburse it for any tax
 
or other
governmental charge and any stock transfer
 
or registration fee with respect thereto (including any such tax
 
or charge
and fee with respect to ordinary shares being deposited or withdrawn) and payment of any applicable fees
 
payable by
the holders of ADRs under the deposit agreement,
 
(ii) proof of the identity of any signatory and genuineness of any
signature, (iii) information as to citizenship or residence, exchange
 
control approval, beneficial ownership of any
securities, compliance with applicable law, regulations, provisions of or governing
 
the deposited securities and terms
of the deposit agreement and the ADR or other information as it may deem necessary or proper, and (iv) compliance
with such regulations as the depositary may establish consistent with the deposit agreement. The issuance, transfer,
combination or split-up of ADRs or the withdrawal of deposited securities may be suspended, generally or in particular
instances, during any period when the transfer books of the depositary or the books of ING or its agent for the
registration and transfer of ordinary shares are
 
closed or if any such action is deemed advisable by the depositary.
Limitations on Liability
Neither the depositary nor we nor any of our respective directors, officers, employees, agents or affiliates
 
will be
liable to you if by reason of any provision of any present or future law,
 
rule, regulation, fiat, order or decree of the
United States, The Netherlands or any other country or jurisdiction, or of any other governmental or regulatory
authority or securities exchange or market or automated quotation system,
 
or by reason of any provision of or
governing any deposited securities or any provision of our charter,
 
or by reason of any act of God, war, terrorism,
nationalization, expropriation, currency restrictions, work stoppage, strike,
 
civil unrest, revolutions, rebellions,
explosions, computer failure or circumstance beyond any such party’s
 
direct and immediate control, the depositary,
we or any of our respective directors, employees, agents or affiliates
 
shall be prevented or delayed in performing, or
shall be subject to any civil or criminal penalty in connection with, any act which by the terms of the deposit
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
24
 
 
agreement or the ADRs it is provided shall be done or performed by it or them (including, without limitation, voting
pursuant to the terms of the ADRs); nor will the depositary, we or any
 
of our respective directors, employees, agents
or affiliates incur any liability to you by reason of any exercise
 
of, or failure to exercise,
 
any discretion provided for
under the deposit agreement or any ADR (including, without limitation, any failure to determine that any distribution
or action may be lawful or reasonably practicable), or for any action or inaction by it in reliance upon the advice of or
information from legal counsel, accountants, any person
 
presenting ordinary shares for deposit, any ADR holder,
 
or
any other person believed by it to be competent to give such advice or information.
Neither we nor the depositary nor any of our respective directors, officers, employees, agents or affiliates
 
assume any
obligation or be subject to any liability except to perform its obligations to the extent
 
they are specifically provided
under the deposit agreement or the ADRs without gross negligence or willful misconduct. We, the depositary and its
agents and may rely and shall be protected in acting upon any written notice, request, direction,
 
instruction or
document believed to be genuine and to have been signed, presented or given by the proper party or parties.
 
The depositary and its agents have no obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of any deposited securities or the ADRs, and we and our agents have no obligation to appear in,
prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in
our opinion may involve us in expense or liability, unless indemnity satisfactory
 
to us against all expense (including
fees and disbursements of counsel) and liability is furnished as often as may be required.
The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any
 
securities depository,
clearing agency or settlement system, and shall not have any liability for the price received in connection with any
 
sale
of securities, the timing thereof or any delay in action or omission to act, nor shall it be responsible for any error or
delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such
sale or proposed sale.
 
The depositary shall be under no obligation to inform registered holders of ADRs or any other
holders of an interest in any ADSs about the requirements of the laws, rules or regulations or any changes therein or
thereto of any country or jurisdiction or of any governmental or regulatory authority or any
 
securities exchange or
market or automated quotation system.
 
The depositary and its agents will not be responsible for any failure to carry
out any instructions to vote any of the Deposited Securities, for the manner in which any such vote is cast or for the
effect of any such vote. The depositary may rely upon instructions from us or our counsel in respect of any
 
approval or
license required for any currency conversion, transfer
 
or distribution. The depositary and its agents may own and deal
in any class of our securities and securities or our affiliates and in ADRs. Notwithstanding anything to the contrary set
forth in the deposit agreement or an ADR, the depositary and its agents may fully respond to any and all demands or
requests for information maintained by or on its behalf in connection with the deposit agreement, any ADR holder or
holders, any ADR or ADRs or otherwise related thereto to the extent such information is requested
 
or required by or
pursuant to any lawful authority,
 
including without limitation laws, rules, regulations, administrative or judicial
process, banking, securities or other regulators.
 
None of us, the depositary or the custodian shall be liable for the failure by any registered holder or beneficial owner
of ADRs to obtain the benefits of credits or refunds of non-U.S. tax paid against such holder's or beneficial owner's
income tax liability. Neither we nor the depositary shall incur any liability for any tax
 
or tax consequences that may be
incurred by registered holders or beneficial owners of ADRs on account of their ownership or disposition
 
of the ADRs
or ADSs.
 
The depositary shall not incur any liability for the content of any information submitted to it by or on our behalf for
distribution to the ADR holders or for any inaccuracy of any translation thereof,
 
for any investment risk associated
with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the
credit-worthiness of any third party, for
 
allowing any rights to lapse upon the terms of the deposit agreement or for
the failure or timeliness of any notice from us.
 
The depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of the depositary or in connection with
any matter arising wholly after the removal or resignation of the depositary,
 
unless a liability is directly caused by the
previous gross negligence or willful misconduct of the depositary or its directors, officers, employees, agents or
affiliates acting in their capacities as such under the deposit agreement.
 
Neither we nor the depositary nor any of our respective agents shall be liable to registered holders of ADRs or
beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without
limitation, legal fees and expenses) or lost profits, in each case of any form incurred by any
 
person or entity, whether
or not foreseeable and regardless of the type of action in which such a claim may be brought.
 
The depositary shall not be responsible for, and shall incur no liability in connection with or arising from any act or
omission to act on the part of the custodian except to the extent that (i) such custodian
 
was not us or one of our
affiliates when such act or omission occurred and (ii) a holder has incurred liability directly as a result of the custodian
having (a) committed fraud or willful misconduct in the provision of custodial services to the depositary or (b) failed to
use reasonable care in the provision of custodial services to the depositary as determined in accordance with the
standards prevailing in the jurisdiction in which the custodian is located. As long as we or one of our affiliates is
serving as the custodian with respect to the deposit agreement we shall be solely liable for each and any act or failure
to act on the part of the custodian.
No disclaimer of liability under the Securities Act of 1933 or the Securities Exchange Act of 1934, to the extent
applicable, is intended by any provision of the Deposit Agreement.
Governing Law, Submission to Jurisdiction and Waiver of Right to
 
Trial by Jury
The deposit agreement is governed by and construed in accordance with the laws of the State of New York.
We have irrevocably agreed that
 
any legal suit, action or proceeding against us brought by the depositary or any
holder, arising out of or based upon the deposit agreement or the transactions contemplated
 
thereby, may be
instituted in any state or federal court in New York,
 
New York, and irrevocably waive
 
any objection which we may now
or hereafter have to the laying of venue of any such proceeding, and irrevocably submit to the non-exclusive
jurisdiction of such courts in any such suit, action or proceeding. We have also irrevocably agreed that any
 
legal suit,
action or proceeding against the depositary brought by us, arising out of or based upon the deposit agreement or the
transactions contemplated thereby,
 
may only be instituted in a state or federal court in New York,
 
New York.
 
Contents
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Part II
 
Part III
Additional
 
information
Financial Statements
 
ING Group Annual Report 2020 on Form 20-F
25
 
 
Each holder or beneficial owner of ADSs and each holder of interests therein, has irrevocably agreed that any legal
suit, action or proceeding against or involving us or the depositary,
 
arising out of or based on the deposit agreement,
the ADSs, or the transactions contemplated thereby,
 
may only be instituted in a state or federal court
 
in New York,
New York, and each such party has irrevocably waived
 
any objection which it may now or hereafter have to the laying
of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit,
action or proceeding.
 
Each party to the deposit agreement, including each holder and beneficial owner and/or holder of interests in ADRs,
irrevocably waives, to the fullest extent permitted by applicable law,
 
any right it may have to a trial by jury in any suit,
action or proceeding against the depositary and/or us directly or indirectly arising out of or relating to the ordinary
shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated
therein, or the breach thereof, whether based on contract, tort,
 
common law or any other theory.
 
Appointment
In the deposit agreement, each registered holder of ADRs and each person holding an interest in ADSs, upon
acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit
agreement shall be deemed for all purposes to:
 
 
 
(a) be a party to and bound by the terms of the deposit agreement and the applicable ADR
(s), and
 
 
 
(b) appoint the depositary its attorney
-
in
-
fact, with full power to delegate, to act on its behalf and to take any
and all actions contemplated in the deposit agreement and the applicable ADR(s), to adopt any and all procedures
necessary to comply with applicable law and to take such action as the depositary in its sole discretion may deem
necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR(s), the taking of
such actions to be the conclusive determinant of the necessity and appropriateness thereof.