EX-2.1 3 exhibit21.htm EX-2.1 exhibit21
 
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
1
EXHIBIT 2.1 DESCRIPTION OF SECURITIES
REGISTERED UNDER SECTION 12 OF THE EXCHANGE
 
ACT
As of
 
31 December
 
2021
 
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
1.726% Callable Fixed-to-Floating Rate Senior
 
Notes
due 2027
ING27A
New York Stock Exchange
2.727% Callable Fixed-to-Floating Rate Senior
 
Notes
due 2032
ING32
New York Stock Exchange
Callable Floating Rate Senior Notes due
 
2027
ING27B
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 2021.
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
2021, 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 2021, 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,
 
2021, 3,904,028,549
 
ordinary
shares were issued and outstanding. In addition,
 
as at 31 December, 2021, 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
 
2021 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.
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
2
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.
 
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 2021
 
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
A General Meeting is held at least once a year.
 
ING’s Annual General Meeting
 
is generally held in April or May.
The main topics on which the General Meeting decides are:
•
 
the
 
appointment,
 
suspension
 
and
 
dismissal
 
of
 
members
 
of
 
the
 
Executive
 
Board
 
and
 
members
 
of
 
the
Supervisory Board, subject to a binding nomination or a proposal
 
of the Supervisory Board accounts;
•
 
the adoption of the annual accounts;
•
 
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 (re)appointment of the external
 
auditor;
•
 
an amendment of
 
the Articles of
 
Association, a
 
legal merger
 
or division of
 
ING Group,
 
and winding-up of
 
ING
Group, all subject to a proposal made by the Executive
 
Board with approval of 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.
 
Notice
ING Group
 
convenes
 
its General
 
Meetings by
 
public notice
 
via ing.com
 
at least
 
42 days
 
before the
 
day of
 
the General
Meeting. All
 
information
 
relevant
 
for
 
shareholders
 
is then
 
made available
 
via ing.com.
 
This information
 
includes
 
the
notice
 
of
 
the
 
General
 
Meeting,
 
the
 
place
 
and
 
time
 
of
 
the
 
meeting,
 
instructions
 
on
 
how
 
to
 
attend
 
the
 
meeting
 
and
exercise voting rights,
 
the agenda, the explanatory notes to the agenda including
 
the verbatim text of the proposals, as
well as the Annual Report.
This period can be shortened to 10 days if i) ING Group 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 Group
 
to
issue the required number of shares.
 
Proposals by shareholders
Shareholders who individually or jointly represent at least 1% of the issued capital may propose items for the agenda of
a General Meeting. Such proposals
 
should be adequately substantiated
 
under applicable Dutch law.
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
3
Shareholders have the opportunity
 
to contact ING about the General Meeting, via
 
a dedicated webpage on ing.com.
 
Record date
The record date for attending a general
 
meeting and voting on proposals at that general meeting is the 28th day before
the day of the General Meeting. Only those
 
holding shares on 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
notice period 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 American
 
Depositary Receipts
 
(ADRs),
which
 
determines
 
which
 
American
 
Depositary
 
Receipts
 
are
 
entitled
 
to
 
give
 
voting
 
instructions.
 
This
 
record
 
date
 
can
differ from the record
 
date set by ING Group for shareholders.
 
Attendance
Shareholders may
 
attend a General Meeting
 
or may grant a
 
proxy in writing to
 
a third party to attend
 
the meeting and
to vote on
 
their behalf.
 
For logistical
 
reasons, attending
 
the General Meeting
 
is subject to
 
the requirement
 
that ING is
notified by
 
the shareholders
 
in advance
 
on how
 
they will
 
attend. 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
To
 
encourage
 
participation
 
at
 
the
 
General
 
Meeting,
 
ING
 
uses
 
the
 
EVO
 
platform,
 
an
 
online
 
facility
 
through
 
which
shareholders
 
can register
 
for a
 
meeting or
 
appoint a
 
proxy.
 
Proxy voting
 
facilities are
 
made available
 
on ing.com.
 
ING
solicits proxies from its ADR holders
 
in line with common practice in the US.
Proxy voting forms are
 
made available on 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 instructions
expressly given on the proxy form. Submitting these forms is subject
 
to additional conditions as specified on
 
such forms.
 
ING Group 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 Group 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 Group, if this information is not
 
already available to the shareholder directly.
 
Reporting
Resolutions adopted
 
at a General Meeting
 
are generally published
 
on ing.com within one week
 
following the meeting.
In accordance with the DCGC, the draft minutes of the General Meeting
 
are made available to shareholders
 
on ing.com
no later than three months after the meeting. Shareholders then have three months to react to the draft minutes. After
that, the minutes are adopted by the chairman of the meeting and by a shareholder appointed by that meeting and are
made available
 
on ing.com.
 
As an
 
alternative
 
to minutes,
 
a notarial
 
record
 
of the
 
business transacted
 
at the
 
General
Meeting can be made.
 
Capital and shares
Capital structure
ING Group’s authorised
 
share capital consists of ordinary
 
shares and cumulative preference
 
shares.
 
ING Group’s
 
ordinary
 
shares
 
are
 
listed
 
on Euronext
 
Amsterdam
 
& Brussels.
 
American depositary
 
receipts
 
(ADRs) are
listed on NYSE and administered
 
by Depositary JP Morgan Chase.
Currently,
 
only ordinary
 
shares are
 
issued. A
 
call option
 
to acquire
 
cumulative preference
 
shares has
 
been granted
 
to
the
 
ING
 
Continuity
 
Foundation
 
(Stichting
 
Continuïteit
 
ING).
 
Its
 
role
 
is
 
to
 
ensure
 
ING's
 
continuity.
 
Should
 
a
 
hostile
takeover attempt ever occur,
 
this foundation can exercise its call option right to acquire as many cumulative preference
shares as are necessary in order to hold one third
 
of the total issued share capital.
 
Stichting
 
Continuïteit
 
ING
 
(ING
 
Continuity
 
Foundation),
 
a
 
foundation
 
organised
 
under
 
the
 
laws
 
of
 
the
 
Netherlands,
established in Amsterdam, was
 
founded on 22 January 1991.
 
ING
 
Continuity
 
Foundation
 
is
 
entitled
 
to
 
acquire
 
cumulative
 
preference
 
shares
 
to
 
be
 
newly
 
issued,
 
provided
 
that,
following
 
the issue,
 
the number
 
of cumulative
 
preference
 
shares
 
issued may
 
be no
 
more than
 
one third
 
of the
 
total
number of
 
shares issued.
 
This entitlement
 
is vested
 
in the
 
Articles of
 
Association of
 
ING Groep
 
N.V.
 
On acquisition
 
of
cumulative preference
 
shares, at least 25 percent of the nominal
 
value must be paid on said shares.
 
In 2021, the board of ING Continuity Foundation
 
(the Board) held two meetings, on 21 April and 10 November.
 
The composition of
 
the Board is
 
currently as follows:
 
Sebastian Kortmann,
 
chairman of the Board,
 
Rob van
 
den Bergh,
Allard Metzelaar and Pieter Witteveen.
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
4
All
 
Board
 
members
 
stated
 
that
 
they
 
meet
 
the
 
conditions
 
regarding
 
independence
 
as
 
referred
 
to
 
in
 
the
 
Articles
 
of
Association of ING Continuity Foundation.
ING Group’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.
Issuance of shares
Shares may be issued following a resolution by the General
 
Meeting. The General Meeting may resolve to delegate
 
this
authority to
 
another body
 
for a period
 
of time not
 
exceeding five
 
years. 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.
 
On
 
26
 
April
 
2021
 
the
 
General
Meeting authorised 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 26 October 2022, subject to the following conditions
 
and limits:
•
 
No more than
 
40%* 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.
 
However,
 
the
 
Executive
 
Board
 
and
Supervisory Board may exclude certain
 
shareholders from such a share
 
offering for practical
 
or legal reasons.
 
•
 
No more than 10% of the issued share capital,
 
with or without pre-emptive rights of existing
 
shareholders.
* ING has benchmarked the level of 40% and are in line with the practice of other large financial and globally active
corporates.
 
Specific approval by the General Meeting
 
is required for any
 
share issuance exceeding these limits.
 
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. This authorisation
 
gives ING Group 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 Group to respond promptly to
 
developments in the financial
markets, should circumstances
 
require that. The Executive
 
Board and Supervisory Board consider it in the best
 
interest
of ING Group 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
 
share-for-share
 
basis
 
as
 
this
 
is
 
incompatible
 
with
 
the
 
concept
 
of pre
 
-emptive
 
rights
 
for
 
existing
shareholders.
In line with
 
market practice,
 
ING Group currently
 
intends to
 
include the following
 
categories of
 
shareholders in
 
such a
rights issue:
1. Qualified and retail investors
 
in the Netherlands and the US (SEC registered
 
offering);
 
2. Qualified investors in EU
 
member states (and potentially
 
the UK);
 
3. Retail investors in EU
 
member states (and potentially
 
the UK)
 
where ING has
 
a significant retail investor base,
 
provided
that it is feasible to meet local requirements (in ING’s
 
2009 rights offering, shares were offered to existing
 
shareholders
in Belgium, France,
 
Germany,
 
Luxembourg, Spain
 
and the UK,
 
where ING believed
 
the vast
 
majority of retail
 
investors
were located at that time);
 
4. Qualified or institutional investors
 
in Canada and Australia.
Retail investors
 
in Canada and Australia and investors
 
in Japan will not be included in such a share offering.
 
Shareholders who are not allowed,
 
do not elect, 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.
 
The share issue authorisation that will
 
be proposed to the 2022
 
General Meeting will be similar to
 
the current applicable
authorisation described above.
 
Transfer of shares and transfer restrictions
Shares not included in
 
the Securities Giro
 
Transfer
 
system are
 
transferred
 
by means of a
 
deed of transfer
 
between the
transferor and the transferee. To
 
become effective, ING Group has to acknowledge the transfer,
 
unless ING Group 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
 
Group
 
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
 
in accordance
 
with the
 
Securities Giro
Transfer
 
Act
 
(Wet
 
Giraal
 
Effectenverkeer).
 
A
 
shareholder,
 
who
 
wishes
 
to
 
transfer
 
such
 
shares,
 
must
 
instruct
 
the
securities intermediary where its 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 Board
 
for a period of 18 months.
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
5
Pursuant
 
to the
 
authorisation, no
 
more than
 
10 percent
 
of ING’s
 
share capital
 
may be
 
held as
 
treasury shares.
 
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..
Share buyback programme
Following
 
the
 
lifting
 
of
 
the
 
ECB’s
 
restrictions
 
on
 
shareholder
 
remuneration
 
in
 
view
 
of
 
the
 
Covid-19
 
pandemic,
 
ING
commenced a share-buyback
 
programme on 1 October
 
2021. Under this programme
 
ING repurchased ordinary
 
shares
of ING Group, with a maximum total value of EUR 1,744 million and for a number of shares not exceeding
 
the authority
granted
 
by the
 
General
 
Meeting
 
on 26
 
April 2021.
 
The purpose
 
of the
 
share-buyback
 
programme
 
was to
 
reduce
 
the
capital of
 
ING. The
 
share-buyback programme
 
was approved
 
by the
 
ECB and
 
is in
 
compliance with
 
the Market
 
Abuse
Regulation. While supporting its customers during the pandemic, ING also succeeded in generating capital and was able
to launch the share-buyback programme based on its
 
strong capital position. As at 31 December 2021,
 
the total number
of shares
 
repurchased under
 
this programme
 
was 127,627,800
 
ordinary shares
 
at an average
 
price of EUR
 
12.57 for
 
a
total consideration
 
of EUR1,604,245,285.73 and
 
approximately
 
92% of the
 
maximum total
 
value of
 
the share buyback
programme was completed.
 
On 28 February 2022, ING announced it had fully completed the programme,
 
under which
139,711,040 ordinary shares were repurchased
 
for a total consideration
 
of EUR 1,741,696,166.19.
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
Pursuant
 
to the
 
Dutch Financial
 
Supervision Act,
 
shareholders
 
and holders
 
of American
 
depository receipts
 
(ADRs) of
ING Group are required
 
to provide an
 
update on their holdings
 
to the Dutch Authority
 
for the Financial Markets
 
(AFM)
once their capital interest or voting rights reaches, exceed or falls below the threshold levels of 3%, 5%, 10%, 15%, 20%,
25%, 30%, 40%, 50%, 60%, 75% or 95%.
 
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 afm.nl/en/.
ING Group
 
is not
 
aware of
 
any investors
 
(or potential
 
shareholders) with
 
an interest
 
of 3%
 
or more
 
other than
 
those
shown in the ING shares chapter as per year-end 2021.
In addition, 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 publicly
 
notify the AFM
 
if,
 
as a
result of such acquisition or disposal, the person’s
 
net short position reaches, exceeds or falls
 
below 0.2% of the issued
share capital of ING Group and each
 
0.1% above that. Each reported net short position equal
 
to 0.5% 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 afm.nl/en/.
 
Change of control provisions
Legal provisions
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% in ING
 
Group 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
 
Group, 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.
 
The
 
General
 
Meeting
 
2021
resolved to amend the Articles of Association
 
of ING Group.
 
The
 
amendments
 
were
 
mainly
 
related
 
to
 
the
 
implementation
 
of
 
the
 
Dutch
 
Management
 
and
 
Supervision
 
of
 
Legal
Entities Act (Wet bestuur en
 
toezicht rechtspersonen)
 
that partly entered into
 
force on 1 July 2021.
 
 
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 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,
 
2021has 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
333-227391
September 18, 2018
October 2, 2018
4.100% Fixed Rate Senior Notes
 
due
2023
333-227391
September 18, 2018
October 2, 2018
4.550% Fixed Rate Senior Notes
 
due
2028
333-227391
September 18, 2018
October 2, 2018
3.550% Fixed Rate Senior Notes
 
due
2024
333-227391
September 18, 2018
April 9, 2019
4.050% Fixed Rate Senior Notes
 
due
2029
333-227391
September 18, 2018
April 9, 2019
1.726% Callable Fixed-to-Floating
Rate Senior Notes due 2027
333-248407
September 4, 2020
April 1, 2021
2.727% Callable Fixed-to-Floating
Rate Senior Notes due 2032
333-248407
September 4, 2020
April 1, 2021
Callable Floating Rate Senior Notes
due 2027
333-248407
September 4, 2020
April 1, 2021
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.
 
 
 
 
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
7
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:
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
”) 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:
 
 
 
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
8
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 redempti
 
on 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)
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 excludi
 
ng) 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
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
9
(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 immediat
 
ely 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.
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,
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
10
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
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;
 
 
 
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
11
(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 be 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
(ii)
 
any working group or committee sponsored by,
 
chaired
 
or co-chaired by or constituted at the request
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.
Description of the Callable Fixed-to-Floating and
 
the Callable Floating Rate Notes
The 1.726% Callable Fixed-to-Floating Rate
 
Senior Notes due 2027 (the “
2027 fixed-to-floating notes
”) and the 2.727%
Callable
 
Fixed-to-Floating
 
Rate
 
Senior
 
Notes
 
due
 
2032
 
(the
 
“
2032
 
fixed-to-floating
 
notes
”)
 
(together,
 
the
 
“fixed-to-
floating
 
rate
 
notes”)
 
were issued
 
in the
 
applicable
 
aggregate
 
principal
 
amount,
 
and unless
 
previously
 
redeemed and
cancelled, will mature
 
on the applicable
 
Maturity Date
 
and, from (and
 
including) the Issue
 
Date to
 
(but excluding)
 
the
applicable Call
 
Date (the
 
“
Fixed Rate
 
Period
”),
 
will bear
 
interest
 
at the
 
applicable Fixed
 
Interest
 
Rate per
 
annum, set
forth in the table below:
 
Aggregate Principal
Amount
Maturity
Date
Fixed
 
Interest
Rate
 
Call
Date
 
2027 fixed-to-floating rate
notes ................................
 
$1,100,000,000
April 1, 2027
1.726%
April 1, 2026
2032 fixed to-floating rate
notes ................................
 
$750,000,000
April 1, 2032
2.727%
April 1, 2031
From
 
(and
 
including)
 
the
 
applicable
 
Call
 
Date
 
to
 
(but
 
excluding)
 
the
 
applicable
 
Maturity
 
Date,
 
each
 
of
 
the
 
fixed-to-
floating notes will bear interest at the applicable rate per annum equal to the applicable Floating Interest
 
Rate set forth
in the table below:
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
12
Floating Interest Rate
2027 fixed-to-floating notes ..........................
 
The sum of (A) the SOFR Index Average
 
(as defined below), as
determined, with respect to each Floating
 
Rate Interest Period
(as defined below), on the applicable Floating Rate Interest
Determination Date (as defined below),
 
and (B) 1.005% per
annum,
provided
 
that the Floating Interest Rate
 
with respect to
any Floating Rate Interest
 
Period shall be subject to a minimum
rate
per annum
 
of 0.00% (the “
Minimum Rate
”).
2032 fixed-to-floating notes ..........................
 
The sum of (A) the SOFR Index Average,
 
as determined, with
respect to each Floating Rate Interest
 
Period, on the applicable
Floating Rate Interest Determination
 
Date, and (B) 1.316% per
annum, subject to the Minimum Rate.
The Callable Floating
 
Rate Senior Notes
 
due 2027 (the “
2027 floating rate
 
notes
” and, together
 
with the 2022 floating
rate notes
 
and the 2023
 
floating rate
 
notes, the “
floating rate
 
notes
”) will be issued
 
in an aggregate
 
principal amount
of $400,000,000, and unless previously redeemed and cancelled, will mature on April
 
1, 2027 (the “
Maturity Date
” with
respect to the 2027
 
floating rate
 
notes), and will bear interest
 
at a floating rate
 
per annum equal to
 
the sum of (A) the
SOFR Index Average, as
 
determined, with respect to each
 
Floating Rate Interest
 
Period, on the applicable Floating Rate
Interest Determination
 
Date, and (B) 1.010% per annum (the “
Floating Interest Rate
” with respect to the 2027 floating
rate notes),
 
subject to
 
the Minimum Rate.
 
The “Call Date”
 
with respect to
 
the floating
 
rate notes
 
is April 1,
 
2026. The
“
SOFR Index Average
” for each Floating
 
Rate Interest
 
Period shall be equal to
 
the value of the SOFR rates
 
for each day
during the relevant Floating Rate
 
Interest Period as calculated
 
by the Calculation Agent.
The “
Floating Rate Period
” shall be (i) for each series of fixed-to-floating rate notes, the period from (and including) the
applicable Call Date to
 
(but excluding) the
 
applicable Maturity Date
 
and (ii) for the 2027
 
floating rate
 
notes, the period
from (and including) the Issue Date to (but excluding)
 
the applicable Maturity Date.
With respect
 
to
 
the applicable
 
Fixed
 
Rate
 
Period,
 
interest
 
on each
 
of the
 
fixed-to-floating
 
rate
 
notes will
 
be payable
semi-annually in
 
arrear on
 
April 1
 
and October
 
1 of
 
each year,
 
commencing on
 
October 1,
 
2021, and
 
ending on
 
(and
including)
 
the
 
applicable
 
Call
 
Date
 
(each
 
a
 
“
Fixed
 
Rate
 
Interest
 
Payment
 
Date
”); provided
 
that
 
if any
 
Fixed
 
Interest
Payment Date would
 
fall on a day that
 
is not a Business Day (as defined below), the
 
related payment
 
of interest will be
made on
 
the next
 
succeeding
 
Business
 
Day
 
as if
 
made on
 
the date
 
that
 
such payment
 
was
 
due, and
 
no interest
 
will
accrue on such amount payable during the period from
 
and after the applicable Fixed Rate
 
Interest Payment
 
Date.
 
With
 
respect
 
to
 
the
 
applicable
 
Floating
 
Rate
 
Period
 
(i)
 
interest
 
on
 
the
 
fixed-to-floating
 
2027
 
notes
 
will
 
be
 
payable
quarterly in
 
arrear on
 
July 1, 2026,
 
October 1,
 
2026, January
 
1, 2027 and
 
the applicable
 
Maturity Date,
 
(ii) interest
 
on
the fixed-to-floating 2032 notes will be payable quarterly in arrear on July 1,
 
2031, October 1, 2031, January 1,
 
2032 and
the applicable Maturity Date
 
and (iii) interest
 
on the 2027 floating rate
 
notes will be will be payable
 
quarterly in arrear
on every January 1,
 
April 1, July
 
1 and October 1
 
in each year, commencing on July 1,
 
2021, and ending on
 
(and including)
the applicable Maturity Date (each a
 
“
Floating Rate Interest Payment Date
” and, together with each
 
Fixed Rate Interest
Payment Date,
 
an “
Interest Payment
 
Date
”); provided that
 
if any Floating
 
Rate Interest
 
Payment Date
 
(other than the
applicable Maturity
 
Date or
 
any date
 
of redemption
 
or repayment)
 
would fall
 
on a
 
day that
 
is not
 
a Business
 
Day (as
defined below), such Floating Rate Interest Payment
 
Date will be postponed to the next succeeding Business Day.
 
If the
next
 
succeeding
 
Business
 
Day
 
falls
 
in
 
the
 
next
 
calendar
 
month,
 
however,
 
then
 
the
 
relevant
 
Floating
 
Rate
 
Interest
Payment
 
Date
 
(other
 
than
 
the
 
applicable
 
Maturity
 
Date
 
or
 
any
 
date
 
of
 
redemption
 
or
 
repayment)
 
shall
 
be
 
brought
forward to the immediately preceding
 
day that is a Business Day.
 
The regular record
 
dates for the
 
notes will be the Business
 
Day immediately preceding
 
each Interest Payment
 
Date for
each series (or, if the notes
 
are held in definitive form, the 15th Business
 
Day preceding each Interest
 
Payment Date).
If the Maturity Date or date of redemption or repayment is not a Business Day,
 
the Issuer will pay interest and principal
and/or any
 
amount payable
 
upon redemption
 
of the notes
 
on the next
 
succeeding Business
 
Day,
 
but interest
 
on such
payment
 
will
 
not
 
accrue
 
during
 
the
 
period
 
from
 
and
 
after
 
such
 
original
 
Maturity
 
Date
 
or
 
date
 
of
 
redemption
 
or
repayment.
 
During the
 
applicable Fixed
 
Rate Period,
 
interest
 
on each
 
of the
 
fixed-to-floating
 
rate
 
notes will
 
be computed
 
on the
basis of a 360-day year of twelve 30-day
 
months.
 
During the
 
applicable Floating
 
Rate Period,
 
interest
 
on each
 
of the
 
notes will
 
be computed
 
on the
 
basis of
 
the actual
number of days in each Interest
 
Period and a 360-day year.
 
“Business Day” means any weekday, other than one on which banking institutions are authorized or obligated by law or
executive order to close in London,
 
England, Amsterdam, the Netherlands or in the
 
City of New York, United
 
States.
During
 
the
 
applicable
 
Floating
 
Rate
 
Period,
 
the
 
interest
 
period
 
with
 
respect
 
to
 
each
 
of
 
the
 
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, a “
Floating Rate Interest
 
Period
”); provided, however,
 
that the initial Floating
 
Rate Interest
 
Period (i) with
respect
 
to
 
the
 
fixed-to-floating
 
rate
 
notes
 
will
 
be
 
the
 
period
 
from
 
(and
 
including)
 
the
 
applicable
 
Call
 
Date,
 
to
 
(but
excluding)
 
the initial
 
Floating Rate
 
Interest
 
Payment
 
Date, and
 
(ii) with
 
respect to
 
the floating
 
rate
 
notes,
 
will be
 
the
period from (and
 
including) the Issue
 
Date, to (but excluding)
 
the initial Floating
 
Rate Interest Payment Date. The floating
rate interest
 
determination date
 
(“
Floating Rate
 
Interest
 
Determination Date
”) for each
 
Floating Rate
 
Interest Period
will be on the
 
fifth U.S. Government
 
Securities Business Day
 
(as defined below)
 
preceding the applicable
 
Floating Rate
Interest Payment
 
Date. “
U.S. Government
 
Securities Business Day
” means any day
 
except for
 
a Saturday,
 
Sunday or a
day on which the Securities
 
Industry and Financial Markets Association recommends that the fixed income departments
of its members be closed for the entire day
 
for purposes of trading in U.S. government
 
securities.
“
SOFR
” means, with
 
respect to
 
any day
 
(including any
 
U.S. Government
 
Securities Business
 
Day), the
 
rate determined
by the
 
Calculation Agent,
 
as the
 
case may
 
be, in
 
accordance
 
with the
 
following
 
provisions:
 
(i) the
 
Secured
 
Overnight
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
13
Financing Rate published at the SOFR Determination Time, as such rate is reported on the Bloomberg Screen SOFRRATE
Page, then
 
the Secured
 
Overnight Financing
 
Rate published
 
at the
 
SOFR Determination
 
Time, as
 
such rate
 
is reported
on
 
the
 
Reuters
 
Page
 
USDSOFR=
 
or,
 
if
 
no
 
such
 
rate
 
is
 
reported
 
on
 
the
 
Reuters
 
Page
 
USDSOFR=,
 
then
 
the
 
Secured
Overnight Financing
 
Rate that
 
appears at
 
the SOFR Determination
 
Time on the
 
NY Federal
 
Reserve’s
 
Website; or
 
(ii) if
the rate
 
specified in
 
(i) above
 
does not
 
appear,
 
the SOFR
 
published on
 
the NY
 
Federal Reserve’s
 
Website
 
for the
 
first
preceding U.S. Government Securities Business Day for which SOFR
 
was published on the NY
 
Federal Reserve’s Website.
Terms Applicable
 
to the 2024 Notes and the 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 exe
 
rcise 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 2021 on Form 20-F
14
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 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
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
15
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 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. 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 2021 on Form 20-F
16
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 the 2027 Fixed-to-Floating Notes,
 
the 2032 Fixed-to-Floating Notes
 
and the 2027 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
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
17
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 absta
 
ins 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. The Issuer shall also deliver a copy
 
of such notice to the trustee for information
 
purposes.
 
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 2027 fixed-to-floating
 
notes, the 2032 fixed-to-floating
 
notes and the 2027 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,
 
floating
 
rate
 
notes
 
and
 
fixed-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
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
18
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
 
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
 
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Part II
 
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Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
19
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
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.
 
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
20
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
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
 
Act 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.
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
21
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.
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
 
Contents
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
22
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
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 2021 on Form 20-F
23
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 2021 on Form 20-F
24
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 2021 on Form 20-F
25
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 2021 on Form 20-F
26
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, registrat
 
ion, 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 2021 on Form 20-F
27
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
Part I
 
Part II
 
Part III
Additional
 
information
Financial
 
Statements
ING Group Annual Report 2021 on Form 20-F
28
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.