INGVF 6-K
Ing Groep NV (ING)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For March 23, 2026
Commission File Number 1-14642
ING Groep N.V.
Bijlmerdreef 106
1102 CT Amsterdam
The Netherlands
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-286734) OF ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
This Report contains the following:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ING Groep N.V. | ||
| (Registrant) | ||
| By: | /s/ P.G. van der Linde | |
| Name: P.G. van der Linde Title: Senior Legal Counsel | ||
| By: | /s/ K.I.D. Tuinstra | |
| Name: K.I.D. Tuinstra Title: Treasury Advisor | ||
Dated: March 23, 2026
Exhibit 1.1
ING GROEP N.V.
UNDERWRITING AGREEMENT
DATED: MARCH 16, 2026
TABLE OF CONTENTS
| Page | ||||||
| 1. |
Representations and Warranties by the Company | 3 | ||||
| 2. |
Sale and Delivery to Underwriters; Closing | 9 | ||||
| 3. |
Covenants of the Company | 11 | ||||
| 4. |
Payment of Expenses | 15 | ||||
| 5. |
Conditions of Underwriters’ Obligations | 16 | ||||
| 6. |
Indemnification | 18 | ||||
| 7. |
Contribution | 21 | ||||
| 8. |
Representations, Warranties and Agreements to Survive Delivery | 22 | ||||
| 9. |
Termination of Agreement | 22 | ||||
| 10. |
Default by one or more of the Underwriters | 23 | ||||
| 11. |
Arm’s Length Relationship; No Fiduciary Duty | 23 | ||||
| 12. |
Notices | 24 | ||||
| 13. |
Parties | 24 | ||||
| 14. |
Governing Law, Submission to Jurisdiction | 24 | ||||
| 15. |
Judgment Currency | 25 | ||||
| 16. |
Recognition of the U.S. Special Resolution Regimes | 26 | ||||
| 17. |
Contractual Recognition of EU Bail-in Powers | 27 | ||||
| 18. |
Contractual Recognition of UK Bail-in Powers | 28 | ||||
| 19. |
Acknowledgment of BRRD Stay Powers | 29 | ||||
| 20. |
Recognition of Financial Services and Markets (Resolution of Financial Institutions) Regulations 2024 | 29 | ||||
| 21. |
Effect of Headings | 30 | ||||
| Schedule 1 |
Underwriters | 34 | ||||
| Schedule 2 |
Issuer Free Writing Prospectus | 35 | ||||
| Schedule 3 |
Final Term Sheets ING GROEP N.V. | 36 | ||||
| Schedule 4 |
Underwriter Information | 53 | ||||
| Exhibit 1 |
Form of Opinion of Dutch Counsel to the Company | 54 | ||||
| Exhibit 2 |
Form of Opinion of Office of General Counsel to the Company | 55 | ||||
| Exhibit 3 |
Form of Opinion of U.S. Counsel to the Company | 56 | ||||
| Exhibit 4 |
Form of Disclosure Letter of U.S. Counsel to the Company | 57 | ||||
| Exhibit 5 |
Form of Opinion of Dutch Tax Counsel to the Company | 58 |
ING GROEP N.V.
(a limited liability company with corporate seat
in Amsterdam, The Netherlands)
US$1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032
US$1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037
Underwriting Agreement
March 16, 2026
BMO Capital Markets Corp.
BofA Securities, Inc.
Citigroup Global Markets Inc.
ING Financial Markets LLC
J.P. Morgan Securities LLC
Scotia Capital (USA) Inc.
Wells Fargo Securities, LLC
As representatives (the “Representatives”) of the several Underwriters
named in Schedule 1 hereto.
Ladies and Gentlemen:
ING Groep N.V., a public limited liability company incorporated under the laws of The Netherlands, having its corporate seat in Amsterdam, The Netherlands (the “Company”), confirms its agreement (this “Agreement”) with BMO Capital Markets Corp. (“BMO Capital Markets”), BofA Securities, Inc. (“BofA”), Citigroup Global Markets Inc. (“Citigroup”), ING Financial Markets LLC (“ING Financial”), J.P. Morgan Securities LLC (“J.P. Morgan”), Scotia Capital (USA) Inc. (“Scotia”), Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Underwriters named in Schedule 1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom BMO Capital Markets, BofA, Citigroup, ING Financial, J.P. Morgan, Scotia and Wells Fargo are acting as representatives (in such capacity, hereinafter referred to as the “Representatives”), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount set forth in Schedule 1 hereto opposite the name of such Underwriter of the Company’s US$1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 Notes”) and US$1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 Notes” and, together with the 2032 Notes, the “Securities”).
The Securities will be issued pursuant to the Senior Debt Securities Indenture dated as of March 29, 2017, as amended from time to time (the “Original Indenture”) between the Company and The Bank of New York Mellon, London Branch, as indenture trustee (the “Indenture Trustee”), as supplemented by the Ninth Supplemental Indenture dated as of the date on which the Closing Time referred to in Section 2(c) hereof occurs (such date, the “Closing Date”) (the “Supplemental Indenture” and, together with the Original Indenture, the “Indenture”).
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The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form F-3 (File No. 333-286734) covering the registration of various types of securities under the 1933 Act, including the Securities. As used in this Agreement, the following terms have the following meanings:
“1933 Act” means the U.S. Securities Act of 1933, as amended.
“1934 Act” means the U.S. Securities Exchange Act of 1934, as amended.
“1939 Act” means the U.S. Trust Indenture Act of 1939, as amended.
“Basic Prospectus” means the basic prospectus filed as part of the Registration Statement in the form in which it has most recently been filed with the Commission on or prior to the date hereof.
“Free Writing Prospectus” has the meaning set forth in Rule 405 under the 1933 Act.
“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board.
“Issuer Free Writing Prospectus” has the meaning set forth in Rule 433 under the 1933 Act.
“PCAOB” means the United States Public Company Accounting Oversight Board.
“Preliminary Prospectus” means any preliminary prospectus specifically relating to the Securities in the form filed with the Commission pursuant to Rule 424(b) under the 1933 Act.
“Prospectus” means the Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Securities in the form filed pursuant to Rule 424(b) under the 1933 Act (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the 1933 Act); and any reference herein to the Basic Prospectus, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to the applicable form under the 1933 Act, as of the date of such Basic Prospectus, Preliminary Prospectus, Time of Sale Prospectus or Prospectus, as the case may be; any reference to any amendment or supplement to the Basic Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after the date of such Basic Prospectus, Preliminary Prospectus or Prospectus, as the case may be, under the 1934 Act, and incorporated by reference in such Basic Prospectus, Preliminary Prospectus or Prospectus, as the case may be; and any reference to the Prospectus as amended or supplemented shall be deemed to refer to the Prospectus as amended or supplemented in relation to the Securities in the form in which it is filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”), including any documents incorporated by reference therein as of the date of such filing.
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“Registration Statement” means collectively the various parts of the “automatic shelf registration statement” as defined in Rule 405 under the 1933 Act filed with the Commission on Form F-3 (File No. 333-286734) at the time such parts became effective, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in the automatic shelf registration statement, but excluding any Statement of Eligibility on Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B under the 1933 Act to be part of the Registration Statement; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual or other report of the Company filed pursuant to Sections 13(a) or 15(d) of the 1934 Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement.
“Time of Sale” means 5:05 p.m. (New York time) on March 16, 2026, which occurred prior to the first sale of any Securities by any Underwriter.
“Time of Sale Prospectus” means the Preliminary Prospectus dated and filed with the Commission on March 16, 2026, together with the final term sheets set out in Schedule 3 hereof (the “Final Term Sheets”).
| 1. | REPRESENTATIONS AND WARRANTIES BY THE COMPANY |
The Company represents and warrants to each Underwriter as of the date hereof and as of the Closing Time referred to in Section 2(c) hereof (in each case, a “Representation Date”), and agrees with each Underwriter, as follows:
| (a) | Compliance with Registration Requirements. A Registration Statement in respect of the Securities was filed with the Commission on April 24, 2025 and became effective on filing under the 1933 Act. No stop order suspending the effectiveness of the Registration Statement, any post-effective amendment thereto or any part thereof has been issued under the 1933 Act, no proceedings for that purpose against the Company have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and no notice of objection that the Commission objects to the use of the Registration Statement as an automatic shelf registration has been received by the Company. The Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on an “automatic shelf registration statement” as defined in Rule 405 under the 1933 Act. |
At the respective times the Registration Statement and any post-effective amendment thereto became effective and on each date on which the Prospectus as amended or supplemented is deemed to be a new effective date of the Registration Statement and at each Representation Date, the Registration Statement, and any amendments and supplements thereto complied and will comply in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the “1939 Act Regulations”), as applicable, and did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Neither the Prospectus nor any amendment or supplement thereto, at the time the Prospectus or any such amendment or supplement was issued nor the Prospectus as amended or supplemented, as of its date and at each Representation Date, nor the Time of Sale Prospectus as of the Time of Sale and at each Representation Date, included or will include an untrue statement of a material fact or omitted, or will omit, to state a material fact necessary in order to make the statements therein, in the light of the
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circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, which information is listed in its entirety in Schedule 4 hereto (the “Underwriter Information”).
Each Preliminary Prospectus and the Basic Prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations.
| (b) | Status under the 1933 Act. The Company is a “well-known seasoned issuer” and is not an “ineligible issuer”, in each case as defined under Rule 405 under the 1933 Act, in each case at the times specified in the 1933 Act and the 1933 Act Regulations in connection with the offering of the Securities. The Company has paid the registration fee for this offering pursuant to Rule 456 under the 1933 Act and in compliance with Rule 415 and Rule 457 under the 1933 Act. |
| (c) | Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus other than the documents listed on Schedule 2 hereto. Any such Free Writing Prospectus as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, complies or will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and has been, or will be, filed with the Commission in accordance with the 1933 Act (to the extent required pursuant to Rule 433(d) thereunder). |
| (d) | Incorporated Documents. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the 1934 Act and the rules and regulations of the Commission thereunder (the “1934 Act Regulations”), as applicable, and, when read together with the other information in the Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective, as of the date of the applicable Time of Sale Prospectus and at the time the Prospectus was issued, did not, and will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in, or omissions from, the Registration Statement, the Time of Sale Prospectus or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with the Underwriter Information. |
| (e) | Independent Accountants. The independent auditors who certified the financial statements included in the Registration Statement are independent public accountants as required by the PCAOB, the 1933 Act and the 1933 Act Regulations with respect to the Company and its subsidiaries. |
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| (f) | Audited Consolidated Financial Statements. The most recently publicly available audited annual consolidated financial statements of the Company were prepared in accordance with IFRS in each case consistently applied and they present fairly the consolidated financial condition of the Company as at the date to which they were prepared (the “relevant date”) and the consolidated results of the operations of the Company for the financial period ended on the relevant date, and there has been no material adverse change in the consolidated financial condition or results of operations of the Company since the relevant date except as disclosed in the Registration Statement, Time of Sale Prospectus and the Prospectus. |
| (g) | Good Standing of the Company. The Company and each of its subsidiaries classified as a “significant subsidiary” as defined under Rule 405 of the 1933 Act Regulations (each a “Significant Subsidiary”) has been duly incorporated under the laws of The Netherlands or its respective jurisdiction of incorporation, as the case may be, except to the extent that the failure to be duly incorporated would not have a material adverse effect on the financial condition and consolidated results of operations of the Company and its subsidiaries, taken as a whole (the “Group”) (a “Material Adverse Effect”). The Company and each of its Significant Subsidiaries is validly existing and in good standing under the laws of its respective jurisdiction of incorporation, is duly qualified to do business and in good standing in each other jurisdiction in which qualification is necessary for the ownership of its respective properties or for the conduct of its respective businesses, except to the extent that the failure to be validly existing, qualified or in good standing would not have a Material Adverse Effect. |
| (h) | Corporate Power and Authority. The Company has the power and authority necessary to own or hold its properties, to enter into this Agreement and the Indenture, to perform its obligations under the Securities, this Agreement and the Indenture and to conduct the businesses in which it is engaged, as described in the Time of Sale Prospectus, except to the extent that the failure to do so would not have a Material Adverse Effect. |
| (i) | Authorization of Agreement. This Agreement has been duly authorized, executed and delivered (if applicable under applicable law) by the Company. |
| (j) | Absence of Defaults and Conflicts; Absence of Further Requirements. None of the Company or any of its Significant Subsidiaries is in violation of the constituent documents, charter or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company or any such Significant Subsidiary is a party or by which any of them may be bound, or to which any of the property or assets of the Company or any such Significant Subsidiary is subject, except a default in performance or observance of an obligation, agreement, covenant or condition that does not have and is not likely to have a Material Adverse Effect. The execution, delivery (if applicable under applicable law) and performance of the Securities, this Agreement and the Indenture by the Company and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of |
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| the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries under any material indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any such Significant Subsidiary is a party or by which any of them is bound or to which any of their property or assets is subject, except for any such conflict, breach, violation or default which is waived or will not have (A) a material adverse effect on the transactions contemplated by the Securities, this Agreement and the Indenture or (B) a Material Adverse Effect; nor will such actions result in any violation of the provisions of the Articles of Association of the Company, or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Significant Subsidiaries or any of their properties or assets, except for a violation that will not have a Material Adverse Effect; and, except such as have been obtained or are required under the 1933 Act or the 1933 Act Regulations and the 1934 Act or the 1934 Act Regulations or state securities laws or Dutch laws or regulations, including those of the Dutch Central Bank, under the terms of the Securities in certain circumstances, and the qualification of the Indenture under the 1939 Act, no consent, approval, authorization or order of, or filing or registration with, any such court or governmental agency or body or any stock exchange authorities in The Netherlands or the United States is required to be made or obtained by the Company in connection with the offering, issuance, and sale of the Securities or the consummation of the transactions contemplated by this Agreement or the execution, delivery and performance by the Company of the Securities and the Indenture. |
| (k) | No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement and the Time of Sale Prospectus, except as otherwise stated therein, (i) there has not been any change in the share capital or long-term debt of the Company or any of its subsidiaries that is material to the consolidated financial position of the Company and (ii) there has been no change, or, to the best of the knowledge of the Company, there has been no development involving a prospective change, which is materially adverse to the general business affairs, management, financial condition, shareholders’ equity or results of operations of the Group other than as set forth or contemplated in the Registration Statement or the Time of Sale Prospectus, that has had, or is likely to have, a Material Adverse Effect. |
| (l) | Investment Company Act. The Company is not, and after giving effect to the offering and sale of the Securities and the application of the net proceeds therefrom as described in the forepart of this Agreement and in the Time of Sale Prospectus will not be, required to register as an “investment company” under the Investment Company Act of 1940, as amended. |
| (m) | Absence of Proceedings. Except as disclosed in the Time of Sale Prospectus, there is no action, suit or proceeding before or by any government, governmental instrumentality or court, domestic or foreign, now pending to which the Company or any of its Significant Subsidiaries is a party or of which any property or assets of any of them is the subject which, if determined adversely to any of them, are likely, individually or in the aggregate, to have a Material Adverse Effect or could adversely affect the consummation of the transactions contemplated by this Agreement or the performance by the Company of its obligations hereunder, and, to the best of the knowledge of the Company, no such proceedings are threatened or contemplated. |
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| (n) | Authorization of Indenture. The Original Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Original Indenture by the Indenture Trustee, the Original Indenture is a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except to the extent that enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) (the “Bankruptcy Exceptions”); and the Original Indenture is duly qualified under the 1939 Act. The Supplemental Indenture has been duly authorized by the Company and, at the Closing Time, will have been executed and delivered by the Company and, assuming due authorization, execution and delivery of the Supplemental Indenture by the Indenture Trustee, the Supplemental Indenture will at the Closing Time be a valid and binding obligation of the Company enforceable against it in accordance with its terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. |
| (o) | Authorization of Securities. At the Closing Time the Securities will have been duly authorized and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to the Underwriters against payment of the consideration set forth in this Agreement, will be entitled to the benefits of the Indenture, and will constitute valid and binding obligations of the Company enforceable against it in accordance with their terms, except to the extent that enforcement thereof may be limited by the Bankruptcy Exceptions. |
| (p) | Share Capital. The Company had, at the date indicated, the duly allotted and issued share capital as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus; all of the issued share capital of the Company has been duly and validly allotted and issued and is fully paid and non-assessable. |
| (q) | No Consents, Authorizations, etc. No action is required to be taken and no step is required to be taken or done (including without limitation the obtaining of any consent, approval, authorization, license, order, registration or qualification of or with any court or governmental agency or body or the making of any filing or registration) by the Company to effect the transactions contemplated by this Agreement except for those which have been, or will be on or prior to the Closing Date, obtained and are or will on or prior to the Closing Date, be in full force and effect. |
| (r) | Fair Summary. The statements set forth in the Time of Sale Prospectus and the Prospectus under the caption “Description of Debt Securities” in the Basic Prospectus included therein and under the caption “Description of Notes” in the most recent prospectus supplement included therein, insofar as they purport to constitute a summary of the terms of the Securities and the Indenture, and under the captions “Taxation—Material Tax Consequences of Owning Our Debt Securities—Netherlands Taxation” and “Taxation—Material Tax Consequences of Owning Our Debt Securities—U.S. Taxation” in the Basic Prospectus included therein, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate in all material respects. |
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| (s) | Officer’s Certificate. Any certificate signed by an officer of the Company or any of its subsidiaries and delivered to the Underwriters or to counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby on the date of such certificate. |
| (t) | Commission Comments. There are no outstanding, unresolved comments made by the staff of the Commission in connection with a review of the Company’s annual report filings under the 1934 Act, except those which (i) were issued less than 180 days before the end of the fiscal year covered by such annual report or (ii) are not material to the Company. |
| (u) | Disclosure Controls and Procedures. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the 1934 Act) that comply with the requirements of the 1934 Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective. |
| (v) | Sanctions. Except as will be disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or in connection with any matter disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, neither the Company nor any of its Significant Subsidiaries, nor to the knowledge of the Company, any director, executive officer, agent, employee of the Company or any Significant Subsidiary is currently the target of any economic sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council, the European Union or His Majesty’s Treasury (collectively, the “Sanctions”). The Company will not use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity for the purpose of financing the activities of any person, or in any country, that, at the time of such financing, is the target of any Sanctions (including persons on the Specially Designated Nationals and Blocked Persons list maintained by OFAC) or in any other manner that would, to the Company’s knowledge, result in the violation of Sanctions by any person participating in the offering whether as underwriter, investor, adviser or otherwise. The undertaking made in the second sentence of this Section 1(v) shall not apply if and to the extent that the expression of, or compliance with, or receipt or acceptance of, such undertaking would breach (i) any provision of Council Regulation EC No. 2271/96, as amended from time to time, or any applicable implementing legislation in any member state of the European Union any provision of Council Regulation (EC) 2271/96 as it forms part of domestic law of the United Kingdom (“UK”) by virtue of the European Union (Withdrawal) Act 2018, or (ii) in the case of an underwriter incorporated in Germany, Section 7 of the German Foreign Trade Ordinance (as amended, supplemented or substituted from time to time). |
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| (w) | Anti-Money Laundering. As at the date hereof, the Company and its subsidiaries have established procedures reasonably designed to ensure compliance in all material respects with the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable governmental agency (collectively, the “Money Laundering Laws”) and, except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus or the Prospectus, no material action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitration involving the Company or any of its subsidiaries with respect to Money Laundering Laws is pending or, to the knowledge of the Company, threatened, except in each case where such action, suit or proceeding would not have a Material Adverse Effect. |
| (x) | Anti-Bribery and Corruption. Except as disclosed in the Prospectus, neither the Company nor any of its Significant Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or other person associated with or acting on behalf of the Company or any of its Significant Subsidiaries (in each case other than any Underwriter) has (i) used any corporate fund for any contribution, gifts, entertainment or other expense relating to political activity that is unlawful under the law applicable to such person, except in circumstances where such violation would not constitute a Material Adverse Effect, (ii) made any direct or indirect payment to any foreign or domestic government official or employee from corporate funds that is unlawful under the law applicable to such person, except in circumstances where such violation would not constitute a Material Adverse Effect or (iii) to the extent applicable to it, violated or is in violation, of any applicable anti-bribery or anti-corruption law including but not limited to the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act, except in each case to the extent such violation would not constitute a Material Adverse Effect. |
| 2. | SALE AND DELIVERY TO UNDERWRITERS; CLOSING |
| (a) | Securities. The several commitments of the Underwriters to purchase the Securities shall be deemed to have been made on the basis of the representations and warranties contained herein and shall be subject to the terms and conditions set forth herein. |
| (b) | Securities. The Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the respective purchase price set forth below, the aggregate principal amounts of the 2032 Notes and the 2037 Notes set forth in Schedule 1 hereto opposite the name of such Underwriter, plus any additional principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. |
The purchase price per 2032 Note to be paid by an Underwriter of the 2032 Notes shall be an amount equal to 99.790% of the aggregate principal amount of such Notes set forth in Schedule 1 hereto opposite the name of such Underwriter, plus accrued interest, if any, from March 23, 2026. The purchase price per 2037 Note to be paid by an Underwriter of the 2037 Notes shall be an amount equal to 99.690% of the aggregate principal amount of such Notes set forth in Schedule 1 hereto opposite the name of such Underwriter, plus accrued interest, if any, from March 23, 2026.
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| (c) | Payment. Payment of the purchase price for, and delivery of, certificates for the Securities shall be made at the offices of Davis Polk & Wardwell London LLP or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 a.m. (New York City time) on the fifth business day after the date hereof (unless postponed in accordance with the provisions of Section 10 hereof), or such other time not later than ten business days after such date, as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called the “Closing Time”). |
Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to such persons designated by the Representatives for the respective accounts of the Underwriters of one or more certificates in global form for the Securities to be purchased by them.
| (d) | Foreign Selling Restrictions. |
| (i) | Each Underwriter severally represents and agrees that (A) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”)) received by it in connection with the issue or sale of any Securities in circumstances in which section 21(1) of the FSMA does not apply to the Company; (B) it has complied and will comply with all applicable provisions of the FSMA (and all rules and regulations made pursuant to the FSMA) with respect to anything done by it in relation to the Securities in, from or otherwise involving the UK and (C) it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the UK. For the purposes of this provision, the expression “retail investor” means a person who is not a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended. |
| (ii) | Each Underwriter severally represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Securities to any retail investor in the European Economic Area. For the purposes of this provision, |
| (a) | the expression “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and |
| (b) | the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor to decide to purchase or subscribe for the Securities. |
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| (iii) | General. Each Underwriter represents and agrees that with respect to any other jurisdiction outside of the United States it has not offered or sold and will not offer or sell any of the Securities in any jurisdiction, except under circumstances that resulted, or will result, in compliance with the applicable rules and regulations of such jurisdiction and which will not require the publication by the Company of a prospectus or any registration or filing by the Company with any governmental agency or body or any stock exchange authority. |
| (e) | Free Writing Prospectus. |
| (i) | Each Underwriter represents and agrees that it shall not use, refer to or distribute any Free Writing Prospectus except the Issuer Free Writing Prospectus that contains the final terms of the Securities substantially in the form set forth in Schedule 3 hereto. |
| (ii) | The Company hereby agrees that the Underwriters may distribute to investors a Free Writing Prospectus that contains the final terms of the Securities substantially in the form set forth in Schedule 3 hereto and that such Free Writing Prospectus substantially in the form set forth in Schedule 3 hereto will be filed by the Company in accordance with Rule 433(d) under the 1933 Act and shall be considered an Issuer Free Writing Prospectus for purposes of this Agreement. |
| 3. | COVENANTS OF THE COMPANY |
The Company covenants with each Underwriter as follows:
| (a) | Compliance with Securities Regulations and Commission Requests. The Company, subject to Section 3(b) hereof, will: |
| (i) | prepare any Free Writing Prospectus to be included in the Time of Sale Prospectus and the Prospectus as amended or supplemented in relation to the Securities in a form which shall be provided to the Representatives for their review and comment, with respect to the Free Writing Prospectus, prior to the Time of Sale, and with respect to the Prospectus as amended or supplemented, prior to any filing with the Commission under Rule 424(b) under the 1933 Act, and file, if required to do so under the 1933 Act and the 1933 Act Regulations, such Prospectus pursuant to Rule 424(b) under the 1933 Act no later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 424(b) under the 1933 Act; |
| (ii) | during the period when the Underwriters are required to make available to investors a Prospectus with respect to the Securities, notify the Representatives immediately, and confirm the notice in writing, (A) when any post-effective amendment to the Registration Statement shall have been filed, or any supplement to the Prospectus or any amended Prospectus shall have been filed, |
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| (B) of the receipt of any comments from the Commission, (C) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, or of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding for any of such purposes. The Company will make reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment; and |
| (iii) | if required by Rule 430B(h) under the 1933 Act, to prepare a form of prospectus in a form which shall be provided to the Representatives for their review and comment prior to any filing and to file such form of prospectus pursuant to Rule 424(b) under the 1933 Act. |
| (b) | Filing of Amendments. During the period when the Underwriters are required to make available to investors a Prospectus with respect to the Securities, the Company will give the Representatives notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment), or any amendment, supplement or revision to the Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise. It will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. |
| (c) | Free Writing Prospectus. Before preparing, using, authorizing, approving, referring to or filing any Free Writing Prospectus, the Company will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Free Writing Prospectus. The Company will not use, authorize, approve, refer to or file any Free Writing Prospectus to which the Underwriters reasonably object. The Company will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the 1933 Act a Free Writing Prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder. |
| (d) | Delivery of Registration Statements. The Company has furnished or will deliver to the Representatives and counsel for the Underwriters, without charge, conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts, and will also deliver to the Representatives upon request, without charge, a conformed copy of the Registration Statement as originally filed and of each amendment thereto (without exhibits) for each of the Underwriters. |
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| (e) | Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge, as many copies of each Prospectus, each Free Writing Prospectus and any other information included in the Time of Sale Prospectus as such Underwriter reasonably requested, and the Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Company will furnish to each Underwriter, without charge, during the period when the Prospectus as amended or supplemented is required to be delivered under the 1933 Act or the 1934 Act (or required to be delivered but for Rule 172 under the 1933 Act), such number of copies of the Prospectus as amended or supplemented and each Free Writing Prospectus as such Underwriter may reasonably request. |
| (f) | Time of Sale Prospectus. If the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Free Writing Prospectus included as part of the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall forthwith prepare, file with the Commission and furnish, at its own expense (unless the amendment or supplement is necessary because of a statement made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein, in which case this shall be at the expense of the Underwriters), to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements therein as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Free Writing Prospectus which is included as part of the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus as amended or supplemented, will comply with applicable law. |
| (g) | Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the 1939 Act Regulations, as applicable, with respect to the offer of the Securities so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and in the Prospectus. If at any time following the first date of the public offering of the Securities the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to amend the Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not include any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time such Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the 1933 Act) is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend the Registration Statement or amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, the Company will promptly prepare and file with the Commission, |
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| subject to Section 3(b) hereof, such amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. |
| (h) | Blue Sky Qualifications. The Company will use all reasonable efforts, in cooperation with the Underwriters, to qualify the Securities for offering and sale under the applicable securities laws of such states and other domestic or foreign jurisdictions as the Representatives may reasonably request and to maintain such qualifications in effect for a period of one year from the later of the effective date of the Registration Statement and the Time of Sale or, if less, such other period as may be necessary to complete the distribution of the Securities; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Securities have been so qualified, the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for a period of not less than one year from the effective date of the Registration Statement and the Time of Sale. |
| (i) | Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its security holders as soon as practicable an earnings statement for the purposes of, and to provide to the Underwriters the benefits contemplated by, the last paragraph of Section 11(a) of the 1933 Act. |
| (j) | Use of Proceeds. The Company will use or cause to be used the net proceeds received from the sale of the Securities in the manner specified in the Time of Sale Prospectus under “Use of Proceeds.” |
| (k) | Ratings. The Company shall take all reasonable action necessary to enable Fitch Ratings Inc. (“Fitch”), Moody’s Investors Service, Inc. (“Moody’s”), Standard & Poor’s Global Ratings (“Standard & Poor’s”) and Scope Ratings (“Scope”) to provide their respective ratings of the Securities. |
| (l) | Clearance and Settlement. The Company will cooperate with the Underwriters and take all reasonable action necessary if requested by the Representatives to permit the Securities to be eligible for clearance and settlement through the facilities of The Depository Trust Company (“DTC”), Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), and Clearstream Banking, société anonyme, Luxembourg (“Clearstream”). |
| (m) | Restriction on Sale of Securities. Except as contemplated by this Agreement, during a period of 30 days from the date of the Prospectus as amended or supplemented, the Company will not, without the prior written consent of the Representatives, directly or indirectly, sell, offer to sell, grant any option for sale of, or otherwise dispose of, any Securities or any security substantially similar to the Securities. |
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| (n) | Reporting Requirements. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. |
| (o) | Record Retention. The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the 1933 Act. |
| (p) | Listing on the New York Stock Exchange. The Company shall use all commercially reasonable efforts to list and admit to trading the Securities on the New York Stock Exchange. |
| 4. | PAYMENT OF EXPENSES |
| (a) | Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation, copying and delivery to the Underwriters of this Agreement and the Indenture and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Securities (other than fees of counsel for the Underwriters related thereto), (iii) the preparation, issuance and delivery of the certificates for the Securities to the Underwriters, (iv) the fees and disbursements of the Company’s counsel, accountants, experts and other advisors, (v) the qualification of the Securities under securities laws in accordance with the provisions of Section 3(h) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of a Blue Sky survey and any supplement thereto, (vi) the filing fees incident to, and the reasonable fees and disbursements of counsel for the Underwriters in connection with, any review by the Financial Industry Regulatory Authority, Inc. (FINRA) of the terms of the Securities, (vii) the printing and delivery to the Underwriters of copies of each Preliminary Prospectus, the Time of Sale Prospectus, if different, and the Prospectus and any amendment or supplement thereto, (viii) the preparation, printing and filing under the 1933 Act of any Free Writing Prospectus and the distribution thereof, (ix) the fees and expenses of the Indenture Trustee, including the reasonable fees and disbursements of counsel for the Indenture Trustee, (x) any fees payable in connection with the rating of the Securities, (xi) the fees and expenses incurred in connection with any listing of the Securities on any stock exchange, (xii) road show expenses, including costs of group presentations, including room rentals, audio/visual rentals, catering, group transportation, electronic road show costs and travel and lodging of its employees; provided that the Underwriters shall be responsible for the direct lodging and transportation of their employees and (xiii) the fees and expenses incurred in connection with the approval by DTC, Euroclear and Clearstream of the Securities for clearance through their respective systems. In connection with the offering of the Securities, the Underwriters will pay for the fees and disbursements of counsel for the Underwriters and will reimburse the Company for the accountant’s fees and disbursements referred to under (iv) above. |
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| (b) | Termination of Agreement. If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5(l) and Section 9(a) hereof, the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of Davis Polk & Wardwell London LLP, U.S. counsel for the Underwriters. |
| 5. | CONDITIONS OF UNDERWRITERS’ OBLIGATIONS |
The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof and in certificates of any officer of the Company or any affiliate or subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company in all material respects of its covenants and other obligations hereunder, and to the following further conditions:
| (a) | Effectiveness of Registration Statement and Filings. At the Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters. The Prospectus as amended or supplemented and each Free Writing Prospectus, to the extent required to be filed pursuant to Rule 433(d) under the 1933 Act, with respect to the Securities shall have been filed with the Commission in accordance with Rule 424(b) or Rule 433(d), as applicable, under the 1933 Act within the applicable time period prescribed for such filing by the 1933 Act Regulations and in accordance with Section 3(a) hereof. |
| (b) | Opinion of Dutch Counsel for the Company. At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of Linklaters LLP, Dutch counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit 1 hereto. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials and the opinion may contain other customary or appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters. |
| (c) | Opinion of Office of General Counsel of the Company. At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of the office of the General Counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit 2 hereto. |
| (d) | Opinion of U.S. Counsel for the Company. At the Closing Time, the Representatives shall have received a written opinion or opinions, dated as of the Closing Time, of Sullivan & Cromwell LLP, U.S. counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit 3 and Exhibit 4 hereto. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials. Such opinion also may contain other customary or appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters. |
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| (e) | Opinion of Counsel for Underwriters. At the Closing Time, the Representatives shall have received the favorable opinion, dated as of the Closing Time, of Davis Polk & Wardwell London LLP, U.S. counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, in form and substance satisfactory to the Underwriters. |
| (f) | Opinion of Dutch Tax Counsel for the Company. At the Closing Time, the Representatives shall have received a written opinion, dated as of the Closing Time, of PricewaterhouseCoopers Belastingadviseurs N.V., special Dutch tax counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such opinion for each of the other Underwriters, substantially to the effect set forth in Exhibit 5 hereto and to such further effect as counsel for the Underwriters may reasonably request. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of officers of the Company and certificates of public officials. Such opinion may also contain other customary appropriate assumptions and qualifications reasonably satisfactory to counsel for the Underwriters. |
| (g) | Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the results of operations, general business affairs or business prospects of the Group, and the Representatives shall have received certificates of an executive of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section 1 hereof were true and correct when made and are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and, to such officer’s knowledge, no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission. |
| (h) | Accountant’s Comfort Letters. At the time of the execution of this Agreement, the Representatives shall have received from KPMG Accountants N.V. a letter, dated as of the date hereof, in form and substance reasonably satisfactory to the Representatives, together with signed or reproduced copy of such letter for each of the other Underwriters, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, including reports incorporated by reference therein, in each case as specified by counsel for the Underwriters. |
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| (i) | Bring-down Comfort Letters. At the Closing Time the Representatives shall have received from KPMG Accountants N.V. a letter, dated as of the Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (h) of this Section, except that the specified date referred to shall be a date not more than five days prior to Closing Time. |
| (j) | Maintenance of Rating. At the Closing Time, the Securities shall be rated at least “Baa1” by Moody’s, “A+” by Fitch, “A-” by Standard & Poor’s and “A+” by Scope, and the Company shall have delivered to the Representatives a letter dated on, or prior to, the Closing Time, from each such rating agency, or other evidence satisfactory to the Representatives, confirming that the Securities have such ratings. Since the date of this Agreement, there shall not have occurred a downgrading in the rating assigned to any securities of the Company by any “nationally recognized statistical rating agency,” as that term is defined by the Commission for purposes of Section 3(a)(62) of the 1934 Act, and no such organization shall have publicly announced that it has under surveillance or review, that does not indicate an improvement, its rating of any securities of the Company. |
| (k) | Additional Documents. At the Closing Time, counsel for the Underwriters shall have been furnished with such documents as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfilment of any of the conditions, herein contained. All proceedings taken by the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters. |
| (l) | Termination of Agreement. If any condition specified in this Section shall not have been fulfilled in all material respects when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to the Closing Time and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof and except that Sections 1, 6 and 8 hereof shall survive any such termination and remain in full force and effect. |
| 6. | INDEMNIFICATION |
| (a) | Indemnification of Underwriters. The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each an “Indemnified Person”), as follows: |
| (i) | against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Basic Prospectus included therein, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading; |
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| (ii) | against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) arising out of any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, the Time of Sale Prospectus and the Prospectus, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; |
| (iii) | against any and all loss, liability, claim, damage and expense whatsoever (such expenses covered by clause (iv) below to be paid as incurred) to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company; and |
| (iv) | against any and all expense whatsoever, as incurred (including, subject to Section 6(b) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense has not been previously paid under (i), (ii) or (iii) above; |
provided, however, that the indemnity set forth in this Section 6(a) shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement in or omission from or alleged untrue statement in or omission from the Registration Statement (or any amendment thereto), any Preliminary Prospectus, any Free Writing Prospectus, the Time of Sale Prospectus or the Prospectus as amended or supplemented, made in reliance upon, and in conformity with, the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4.
| (b) | Indemnification of the Company, Directors and Officers. Each Underwriter, severally in proportion to its respective purchase obligation and not jointly, agrees to indemnify and hold harmless the Company, its respective directors or Supervisory or Executive Board members, each of the officers of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus that the Company has filed or is required to file pursuant to Rule 433(d) under the 1933 Act or any Time of Sale Prospectus in reliance upon and in conformity with the Underwriter Information or any other written information furnished to the Company by such Underwriter through the Representatives expressly for use in any such Free Writing Prospectus, as set forth in Schedule 4. |
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| (c) | Actions Against Parties; Notification. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Company, provided that if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying party receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties defendant in such action (which approval shall not be unreasonably withheld), unless such indemnified parties reasonably object to such assumption on the ground that there may be legal defenses available to them which are different from or in addition to those available to such indemnifying party. If an indemnifying party assumes the defense of such action, the indemnifying party shall not be liable for any fees and expenses of counsel for the indemnified parties incurred thereafter in connection with such action. |
An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to any one firm of local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
| (d) | Settlement Without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(iii) hereof effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. |
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| 7. | CONTRIBUTION |
In order to provide for just and equitable contribution in circumstances under which the indemnification provided for in Section 6 hereof is for any reason held to be unenforceable by an indemnified party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.
The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses but after deducting the total underwriting commission received by the Underwriters) received by the Company and the total underwriting commission received by the Underwriters, in each case as set forth on the cover of the Prospectus as amended or supplemented, bear to the aggregate initial public offering price of the Securities as set forth on such cover.
The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission.
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No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each director or Supervisory or Executive Board member of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Company. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the aggregate principal amount of Securities set forth opposite their respective names in Schedule 1 hereto and not joint.
| 8. | REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY |
All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of their subsidiaries submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of the Securities to the Underwriters.
| 9. | TERMINATION OF AGREEMENT |
| (a) | Termination; General. The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the respective dates as of which information is given in the Time of Sale Prospectus, any material adverse change in the condition, financial or otherwise, or in the results of operations or general business affairs or business prospects of the Company and its subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, (ii) if there has occurred any material adverse change in the international financial markets or the financial markets in the United States or The Netherlands, or any outbreak of hostilities or escalation thereof affecting the United States or The Netherlands or other calamity or crisis, or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is, in the judgment of the Representatives (after a discussion with the Company to the extent practicable), so material and adverse as to make it impracticable or inadvisable to market the Securities or to enforce contracts for the sale of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus exclusive of any amendment or supplement thereto, (iii) if trading in any securities of the Company has been suspended or materially limited by the Commission, the New York Stock Exchange or Euronext Amsterdam, or if trading generally on the American Stock Exchange, the New York Stock Exchange, the Nasdaq National Market, Euronext Amsterdam or the London Stock Exchange has been suspended or limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any such exchanges or by such system or by order of the Commission, the Financial Industry Regulatory Authority, Inc. or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iv) if a banking moratorium has been declared by either Federal, New York, or Netherlands authorities or (v) if there has occurred a change or an official announcement by a competent authority of a forthcoming change in Dutch taxation materially adversely affecting the Company or the imposition of exchange controls by the United States or The Netherlands. |
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| (b) | Liabilities. If this Agreement is terminated pursuant to this Section, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided that Sections 1, 6, 7 and 8 hereof shall survive such termination and remain in full force and effect. |
| 10. | DEFAULT BY ONE OR MORE OF THE UNDERWRITERS |
If one or more of the Underwriters shall fail at the Closing Time to purchase the Securities which it or they are obligated to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:
| (i) | if the number of Defaulted Securities does not exceed 10% of the aggregate principal amount of the Securities to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or |
| (ii) | if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter. |
No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default.
In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.
| 11. | ARM’S LENGTH RELATIONSHIP; NO FIDUCIARY DUTY |
The Company acknowledges that in connection with the offering, purchase and sale of the Securities: (i) the Underwriters have acted at arm’s length, are not agents or advisors of, and owe no fiduciary duties to, the Company, (ii) the Underwriters owe the Company only those duties and obligations set forth in this Agreement and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Underwriters that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering, purchase and sale of the Securities.
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| 12. | NOTICES |
All notices, requests, statements and other communications hereunder shall be in writing and shall be delivered or sent by mail, messenger or any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives c/o BMO Capital Markets Corp., 151 West 42nd Street, New York, New York 10036, United States of America, Attention: Debt Capital Markets desk, with a copy to the Legal Department, Facsimile: (212) 702-1205; BofA Securities, Inc., 114 W. 47th Street, NY8-114-07-01, New York, New York 10036, Facsimile: 212-901-7881, Attention: High Grade Transaction Management/Legal; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, United States of America, Attention: General Counsel, Fax: 646-291-1469; ING Financial Markets LLC, 1133 Avenue of the Americas, New York, New York 10036, United States of America; J.P. Morgan Securities LLC, 270 Park Avenue, New York, New York 10017, Attention: Investment Grade Syndicate Desk, Facsimile: (212) 834-6081; Scotia Capital (USA) Inc., 250 Vesey Street, New York, New York 10281, Attention: Debt Capital Markets / Chief Legal Officer, U.S., Email: [email protected]; Wells Fargo Securities, LLC, 550 South Tryon Street, 5th Floor, Charlotte, North Carolina 28202, United States of America, Attention: Transaction Management, Email: [email protected] and notices to the Company shall be directed to ING Groep N.V. at Bijlmerplein 888 1102 MG Amsterdam, The Netherlands, Attention: General Counsel, Facsimile No. +31 20 6522199. Any such notice, request, statement or communication shall be effective upon receipt thereof.
| 13. | PARTIES |
This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Company and their respective successors and the controlling persons and officers and directors and Supervisory Board members and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters and the Company and their respective successors, and said controlling persons and officers and directors and Supervisory or Executive Board members or the equivalent and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase.
| 14. | GOVERNING LAW, SUBMISSION TO JURISDICTION |
| (a) | Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. |
| (b) | Submission to Jurisdiction. Each of the parties hereto irrevocably (i) agrees that any legal suit, action or proceeding against the Company brought by any Underwriter or by any person who controls any Underwriter arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any Federal court located in the State of New York, (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such proceeding and (iii) submits to the exclusive jurisdiction of (a) such |
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| courts and (b) any court of competent jurisdiction of member states of the European Union in accordance with the Brussels Ia Regulation or of states that are parties to the Lugano II Convention, in any such suit, action or proceeding. The Company irrevocably waives any immunity to jurisdiction to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any New York court or in any competent court in The Netherlands. The Company has appointed ING Financial Holdings Corporation, New York, New York, as its authorized agent (the “Authorized Agent”) upon whom process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any New York court by any Underwriter or by any person who controls any Underwriter, expressly consents to the jurisdiction of any such court in respect of any such action, and waives any other requirements of or objections to personal jurisdiction with respect thereto. The Company represents and warrants that the Authorized Agent has agreed to act as such agent for service of process and agrees to take any and all action, including the filing of any and all documents and instruments, that may be necessary to continue such appointment in full force and effect as aforesaid, unless and until a successor has been appointed as the Authorized Agent in the State of New York. The Company will notify the Representatives of the appointment of a successor Authorized Agent prior to such appointment taking effect. Service of process upon such Authorized Agent (or any successor) and written notice of such service to the Company shall be deemed, in every respect, effective service of process upon the Company. |
In this Clause 14(b):
“Brussels Ia Regulation” means Regulation (EU) No 1215/2012 of the European Parliament and of the Council of December 12, 2012 on jurisdiction and the recognition and enforcement judgments in civil and commercial matters, as amended; and
“Lugano II Convention” means the Convention on jurisdiction and the recognition enforcement of judgments in civil and commercial matters, signed on October 30, 2007.
| 15. | JUDGMENT CURRENCY |
In respect of any judgment or order given or made for any amount due hereunder that is expressed and paid in a currency (the “judgment currency”) other than United States dollars, the Company will indemnify each Underwriter against any loss incurred by such Underwriter as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the judgment currency for the purpose of such judgment or order and (ii) the rate of exchange at which an Underwriter is able to purchase United States dollars with the amount of the judgment currency actually received by such Underwriter. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of or conversion into United States dollars. In the event that any such Underwriter, as a result of any variation as noted in (i) or (ii) above, recovers an amount of United States dollars on conversion of a sum paid in a judgment currency which amount is in excess of the judgment or order given or made in United States dollars, such Underwriter shall remit such excess to the Company.
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| 16. | RECOGNITION OF THE U.S. SPECIAL RESOLUTION REGIMES |
| (a) | In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. |
| (b) | In the event that any Underwriter that is a Covered Entity or a Covered Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. |
“Covered Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
| (i) | a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
| (ii) | a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
| (iii) | a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). |
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the U.S. Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
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| 17. | CONTRACTUAL RECOGNITION OF EU BAIL-IN POWERS |
Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters, the Company acknowledges and accepts that a BRRD Liability arising under this Agreement may be subject to the exercise of Bail-in Powers by the Relevant Resolution Authority, and acknowledges, accepts and agrees to be bound by:
| (a) | the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of any Underwriter to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: |
| (i) | the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon; |
| (ii) | the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of any Underwriter or another person, and the issue to, or conferral on, the Company of such shares, securities or obligations; |
| (iii) | the cancellation of the BRRD Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority. |
For the purposes of this Section 17, the following terms shall have the respective meanings set out below:
“Bail-in Legislation” shall mean, in relation to any member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time.
“Bail-in Powers” shall mean any Write-down and Conversion Powers as defined in the EU Bail-in Legislation Schedule, in relation to the relevant Bail-in Legislation.
“BRRD” shall mean Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended.
“BRRD Liability” shall mean a liability in respect of which the relevant Write-down and Conversion Powers in the applicable Bail-in Legislation may be exercised.
“EU Bail-in Legislation Schedule” shall mean the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/.
“Relevant Resolution Authority” shall mean the resolution authority with the ability to exercise any Bail-in Powers in relation to any of the Underwriters.
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| 18. | CONTRACTUAL RECOGNITION OF UK BAIL-IN POWERS |
Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Company and the Underwriters, the Company acknowledges and accepts that a UK Bail-in Liability arising under this Agreement may be subject to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority, and acknowledges, accepts and agrees to be bound by:
| (a) | the effect of the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority in relation to any UK Bail-in Liability of any Underwriter to the Company under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof: |
| (i) | the reduction of all, or a portion, of the UK Bail-in Liability or outstanding amounts due thereon; |
| (ii) | the conversion of all, or a portion, of the UK Bail-in Liability into shares, other securities or other obligations of any Underwriter or another person, and the issue to, or conferral on, the Company of such shares, securities or obligations; |
| (iii) | the cancellation of the UK Bail-in Liability; or |
| (iv) | the amendment or alteration of any interest, if applicable, thereon, the maturity or the dates on which any payments are due, including by suspending payment for a temporary period; and |
| (b) | the variation of the terms of this Agreement, as deemed necessary by the Relevant UK Resolution Authority, to give effect to the exercise of UK Bail-in Powers by the Relevant UK Resolution Authority. |
For purposes of this Section 18, the following terms shall have the respective meanings set out below:
“UK Bail-in Legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).
“UK Bail-in Liability” means a liability in respect of which the UK Bail-in Powers may be exercised.
“UK Bail-in Powers” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person such liability, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of such liability.
“Relevant UK Resolution Authority” means the Bank of England or any other authority with the ability to exercise a UK Bail-in Power.
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| 19. | ACKNOWLEDGMENT OF BRRD STAY POWERS |
Where a resolution measure is taken in relation to any BRRD Undertaking, each other party to this Agreement:
| (a) | acknowledges and accepts that this Agreement may be subject to the exercise of BRRD Stay Powers; |
| (b) | agrees to be bound by the application or exercise of any such BRRD Stay Powers; and |
| (c) | confirms that this Section 19 represents the entire agreement of the parties with respect to the potential impact of BRRD Stay Powers in relation to this Agreement, to the exclusion of any other agreement, arrangement or understanding between parties. |
In accordance with Article 68 of the BRRD and any relevant implementing measures in any EEA member state, each other party further acknowledges and agrees that the application or exercise of any such BRRD Stay Powers shall not, per se, be deemed to be an enforcement event within the meaning of Directive 2002/47/EC or as insolvency proceedings within the meaning of Directive 98/26/EC and that each other party shall not be entitled to take any of the steps outlined under Article 68(3) of the BRRD and any relevant implementing measures in any EEA member state against the relevant BRRD Undertaking.
“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, as amended;
“BRRD Stay Powers” means the powers of a Relevant Resolution Authority to suspend or restrict rights and obligations under: (a) Article 33a (Power to suspend payment or delivery obligations); (b) Article 69 (Power to suspend payment or delivery obligations); (c) Article 70 (Power to restrict the enforcement of any security interest); and (d) Article 71 (Power to temporarily suspend any termination right), of the BRRD and any relevant implementing measures in any EEA member state.
“BRRD Undertaking” means an entity within the scope of Article 71a of Directive 2014/59/EU and any relevant implementing measures in any EEA member state.
| 20. | RECOGNITION OF FINANCIAL SERVICES AND MARKETS (RESOLUTION OF FINANCIAL INSTITUTIONS) REGULATIONS 2024 |
Notwithstanding anything to the contrary in, and to the exclusion of any other term or condition of, this Agreement or any other agreement, arrangement or understanding, each party to this Agreement agrees, in accordance with regulation 33 of the FSM Regulations, to be bound by:
| (a) | section 92 of the FSM Act; and |
| (b) | any suspension of the exercise of any termination right in this Agreement made by the MAS under section 93 of the FSM Act, |
in relation to the qualifying pertinent financial institution or its subsidiary relating to this Agreement to the extent required by and in accordance with the FSM Regulations.
This Section 20 shall be interpreted in accordance with the FSM Regulations and the FSM Act.
For the purposes of this Section 20:
“FSM Act” shall mean the Financial Services and Markets Act 2022 of Singapore;
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“FSM Regulations” shall mean the Financial Services and Markets (Resolution of Financial Institutions) Regulations 2024 of Singapore;
“MAS” shall mean the Monetary Authority of Singapore;
“qualifying pertinent financial institution” means a bank that is incorporated in Singapore and to which a direction is issued under section 52(1) of the FSM Act; and
“termination right” shall have the meaning set out in section 91 of the FSM Act.
| 21. | EFFECT OF HEADINGS |
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
[Remainder of Page Intentionally Left Blank]
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Underwriters and the Company in accordance with its terms.
| Very truly yours, | ||
| ING GROEP N.V. | ||
| By: | /s/ P.G. van der Linde | |
| Name: P.G. van der Linde | ||
| Title: Senior Legal Counsel | ||
| By: | /s/ J.B. (Jaap) Kes | |
| Name: J.B. (Jaap) Kes | ||
| Title: Head of Treasury | ||
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Confirmed and Accepted
as of the date first above written:
BMO Capital Markets Corp.
BofA Securities, Inc.
Citigroup Global Markets Inc.
ING Financial Markets LLC
J.P. Morgan Securities LLC
Scotia Capital (USA) Inc.
Wells Fargo Securities, LLC
Acting severally on behalf of themselves and as Representatives of the other Underwriters named in Schedule 1 hereto.
| By: | BMO Capital Markets Corp. | |
| By: | /s/ Zain Leela | |
| Name: Zain Leela | ||
| Title: Managing Director, Head of US FIG DCM | ||
| By: | BofA Securities, Inc. | |
| By: | /s/ Sandeep Chawla | |
| Name: Sandeep Chawla | ||
| Title: Managing Director | ||
| By: | Citigroup Global Markets Inc. | |
| By: | /s/ Adam D. Bordner | |
| Name: Adam D. Bordner | ||
| Title: Managing Director | ||
| By: | ING FINANCIAL MARKETS LLC | |
| By: | /s/ Robert Londrigan | |
| Name: Robert Londrigan | ||
| Title: Managing Director | ||
| By: | /s/ Christophe Dugardyn | |
| Name: Christophe Dugardyn | ||
| Title: Managing Director | ||
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Signature Page to the Underwriting Agreement
| By: | J.P. Morgan Securities LLC | |
| By: | /s/ Saee Athalye | |
| Name: Saee Athalye | ||
| Title: Vice President | ||
| By: | Scotia Capital (USA) Inc. | |
| By: | /s/ Michael Ravanesi | |
| Name: Michael Ravanesi | ||
| Title: Managing Director & Co-Head, U.S. Corporate DCM Origination | ||
| By: | Wells Fargo Securities, LLC | |
| By: | /s/ Carolyn Hurley | |
| Name: Carolyn Hurley | ||
| Title: Managing Director | ||
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Schedule 1
Underwriters
| Underwriter |
Principal Amount of 2032 Notes |
Principal Amount of 2037 Notes |
||||||
| BMO Capital Markets Corp. |
$ | 143,250,000 | $ | 96,900,000 | ||||
| BofA Securities, Inc. |
$ | 143,250,000 | $ | 96,900,000 | ||||
| Citigroup Global Markets Inc. |
$ | 143,250,000 | $ | 96,900,000 | ||||
| ING Financial Markets LLC |
$ | 551,250,000 | $ | 848,250,000 | ||||
| J.P. Morgan Securities LLC |
$ | 202,500,000 | $ | 137,250,000 | ||||
| Scotia Capital (USA) Inc. |
$ | 143,250,000 | $ | 96,900,000 | ||||
| Wells Fargo Securities, LLC |
$ | 143,250,000 | $ | 96,900,000 | ||||
| Desjardins Securities Inc. |
$ | 15,000,000 | $ | 15,000,000 | ||||
| Oversea-Chinese Banking Corporation Limited |
$ | 15,000,000 | $ | 15,000,000 | ||||
|
|
|
|
|
|||||
| Total |
$ | 1,500,000,000 | $ | 1,500,000,000 | ||||
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Schedule 2
Issuer Free Writing Prospectus
Final Term Sheets dated March 16, 2026 containing the final terms of the Securities
substantially as set forth in Schedule 3 hereto
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Schedule 3
Final Term Sheets ING GROEP N.V.
Filed pursuant to Rule 433(d)
Registration Statement File No. 333-286734
Dated March 16, 2026
36
Filed pursuant to Rule 433(d)
Dated March 16, 2026
Registration Statement No. 333-286734
Free Writing Prospectus
(To Preliminary Prospectus Supplement dated March 16, 2026 and Prospectus dated April 24, 2025)
ING Groep N.V.
$1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032
Pricing Term Sheet
| Issuer: | ING Groep N.V. (“ING”) | |
| Status: | Senior, Unsecured | |
| Format: | SEC Registered Global Notes – Callable Fixed-to-Floating Rate | |
| Principal Amount: | $1,500,000,000 | |
| Trade Date: | March 16, 2026 | |
| Expected Settlement Date*: | March 23, 2026 (T+5) | |
| Interest Commencement Date: | Expected Settlement Date | |
| Maturity Date: | March 23, 2032 (6 years) | |
| Call Date: | March 23, 2031 (5 years) | |
| Coupon: | 4.803% | |
| Interest Payment Dates: | Fixed Rate Period: interest will be payable semi-annually in arrear on March 23 and September 23 of each year, commencing on September 23, 2026 and ending on the Call Date (each, a “Fixed Rate Interest Payment Date”).
Floating Rate Period: interest will be payable quarterly in arrear on March 23, June 23, September 23 and December 23, commencing on June 23, 2031 and ending on the Maturity Date (each, a “Floating Rate Interest Payment Date”). | |
| Benchmark Treasury: | 3.500% UST due February 28, 2031 | |
| Benchmark Treasury Price / Yield: | 98-20+ / 3.803% | |
| Spread to Benchmark Treasury: | UST + 100 bps | |
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| Re-Offer Yield: | 4.803% | |
| Issue Price: | 100.000% | |
| Underwriting Commission: | 0.21% | |
| Net Proceeds: | $1,496,850,000 | |
| Fixed Rate Period and Fixed Interest Rate: | From and including the Interest Commencement Date to but excluding the Call Date (the “Fixed Rate Period”), the Notes shall accrue interest at a rate of 4.803% per annum | |
| Floating Rate Period and Floating Interest Rate: | From and including the Call Date to but excluding the Maturity Date (the “Floating Rate Period”), the Notes will bear interest at a rate equal to the SOFR Index Average (calculated as described in the section titled “Description of Notes—Calculation of Interest During the Floating Rate Period”, beginning on page S-26 of the Preliminary Prospectus Supplement) plus 126 basis points (the “Margin”) | |
| Relevant Screen Page: | SOFRINDX Index | |
| Floating Rate Interest Period: | During the Floating Rate Period, the period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the following Floating Rate Interest Payment Date; provided, however, that the initial Floating Rate Interest Period will be the period from (and including) the Call Date, to (but excluding) the initial Floating Rate Interest Payment Date | |
| Floating Rate Interest Determination Dates: | Each date that is two U.S. Government Securities Business Days prior to each Floating Rate Interest Payment Date | |
| SOFR IndexStart: | The SOFR Index value on the date that is two U.S. Government Securities Business Days prior to the first day of the relevant Floating Rate Interest Period and, for the initial Floating Rate Interest Period, the SOFR Index value on March 19, 2026 | |
| SOFR IndexEnd: | The SOFR Index value on the date that is two U.S. Government Securities Business Days prior to the Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, the Maturity Date) | |
| Redemption at the Option of ING: | On the Call Date, ING may redeem the Notes at its option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Call Date, as described in the section titled “Description of Notes—Redemption”, beginning on page S-36 of the Preliminary Prospectus Supplement. | |
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| Any such optional redemption prior to maturity is subject to the consent of the relevant regulator and other conditions, as described in the section titled “Description of Notes—Redemption—Conditions to Redemption, Substitution, Variation and Purchase”, beginning on page S-38 of the Preliminary Prospectus Supplement. | ||
| Clean-Up Call: | If 75 per cent. or more of the aggregate principal amount of the Notes issued have been redeemed or purchased and cancelled, then ING may redeem all, but not some only, of the Notes at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date, subject to the consent of the relevant regulator and other conditions, as described in the section titled “Description of Notes—Redemption—Conditions to Redemption, Substitution, Variation and Purchase”, beginning on page S-38 of the Preliminary Prospectus Supplement. | |
| Substitution and Variation: | Notwithstanding anything to the contrary in the Notes or the Indenture or supplemental indenture with respect thereto, if a Loss Absorption Disqualification Event has occurred and is continuing with respect to any series of the Notes then ING may, without any requirement for the consent or approval of the holder or beneficial owner of such Notes, substitute all (but not some only) of such Notes or vary the terms of all (but not some only) of such Notes, so that the substituted Notes are, or that the Notes remain, Compliant Notes, as applicable. Any substitution or variation of the Notes is subject to the provisions described under “Description of Notes—Redemption—Conditions to Redemption, Substitution, Variation and Purchase”, beginning on page S-38 of the Preliminary Prospectus Supplement.
By its acquisition of the Notes or any beneficial interest therein, each holder and beneficial owner of the Notes and each subsequent holder and beneficial owner of the Notes, (i) acknowledges, accepts, agrees to be bound by, and consents to, ING’s determination to substitute the Notes or vary the terms of the Notes as provided above, (ii) grants to ING and the trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete such substitution of the Notes or the variation of the terms of the Notes, as applicable; and (iii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against ING and the trustee for, agrees not to initiate a suit against ING or the trustee in | |
39
| respect of, and agrees that neither ING nor the trustee shall be liable for, any action that ING or the trustee takes, or abstains from taking, in either case in connection with the substitution of the Notes or the variation of the terms of the Notes at the option of ING as described in the section “Description of Notes—Substitution and Variation”, beginning on page S-38 of the Preliminary Prospectus Supplement. | ||
| Agreement with Respect to the Exercise of the Dutch Bail-in Power: | Notwithstanding any other agreements, arrangements, or understandings between ING and any holder or beneficial owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes or any interest therein acknowledges, accepts, recognizes, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the reduction (including to zero), cancellation or write-down (whether on a permanent basis or subject to write-up by the resolution authority) of all, or a portion, of the principal amount of, or interest on, the Notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the Notes into shares or claims which may give right to shares or other instruments of ownership or other securities or other obligations of ING or obligations of another person (whether or not at the point of non-viability and independently of or in combination with a resolution action), including by means of a variation to the terms of the Notes (which may include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a temporary period), or that the Notes must otherwise be applied to absorb losses, or any expropriation of the Notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any Notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the Notes for a temporary period.
For these purposes, “Dutch Bail-in Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking | |
40
| group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to ING or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements (including, but not limited to, the Dutch Financial Supervision Act) that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the “Bank Recovery and Resolution Directive” or “BRRD”) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act (as implemented in relevant statutes) and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person (whether at the point of non-viability or as taken together with a resolution action) or may be expropriated (and a reference to the “relevant resolution authority” is to any authority with the ability to exercise a Dutch Bail-in Power). | ||
| Events of Default and Remedies: | An “Event of Default” with respect to the Notes shall result only if:
• ING is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which it may be organized); or • an order is made or an effective resolution is passed for ING’s winding-up or liquidation, unless this is done in connection with a merger, consolidation or other form of combination with another company and (a) ING is permitted to enter into such merger, consolidation or combination or (b) the requisite majority of holders of the relevant series of Notes has waived the requirement that ING comply with the relevant merger covenant.
Upon the occurrence of an event of default, and only in such instance, the entire principal amount of the Notes will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest, subject to obtaining relevant approvals. The payment of principal | |
41
| of the Notes will be accelerated only in the event of an event of default (but not the bankruptcy, insolvency or reorganization of any of ING’s subsidiaries). There will be no right of acceleration of the payment of principal of the Notes if ING fails to pay any principal, interest or any other amount (including upon redemption) on the Notes or in the performance of any of its covenants or agreements contained in the Notes.
Holders’ remedies for ING’s breach of any obligations under the Notes, including ING’s obligation to make payments of principal and interest are extremely limited. The exercise of any Dutch Bail-in Power by the relevant resolution authority will not be an event of default. | ||
| Early Redemption Events: | ING may redeem one or more series of the Notes, in whole but not in part, in certain circumstances where Additional Amounts would be required to be paid or upon the occurrence of a Loss Absorption Disqualification Event and where such Loss Absorption Disqualification Event is continuing, in each case, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date, subject to the consent of the relevant regulator and other conditions, as described in the section titled “Description of Notes—Redemption—Optional Tax and Regulatory Redemption”, beginning on page S-36 of the Preliminary Prospectus Supplement. | |
| Waiver of Right of Set-off: | Subject to applicable law, neither any holder or beneficial owner of Notes nor the trustee acting on behalf of the holders and beneficial owners of Notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by ING in respect of, or arising under, or in connection with, the Notes and each holder and beneficial owner of Notes, by virtue of its holding of any Notes or any interest therein, and the trustee acting on behalf of the holders and beneficial owners of Notes, shall be deemed to have waived all such rights of set-off, netting, compensation or retention. | |
| Risk Factors: | An investment in the Notes involves risks. See the section titled “Risk Factors”, beginning on page S-15 of the Preliminary Prospectus Supplement. | |
| Governing Law: | New York law, except for the waiver of set-off provisions, which will be governed by Dutch law. | |
| ISIN: | US456837BU63 | |
| CUSIP: | 456837BU6 | |
42
| Day Count Fraction: | 30 / 360 during the Fixed Rate Period Actual / 360 during the Floating Rate Period | |
| Denominations: | $200,000 and integral multiples of $1,000 in excess thereof | |
| Business Days: | Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States | |
| U.S. Government Securities Business Days: | Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. | |
| Business Day Convention: | Following, Unadjusted during the Fixed Rate Period Modified Following, Adjusted during the Floating Rate Period | |
| Expected Listing: | New York Stock Exchange | |
| Prohibition of Sales to each Retail Investor: | No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the United Kingdom. | |
| Joint Book-Running Managers: | BMO Capital Markets Corp.; BofA Securities, Inc.; Citigroup Global Markets Inc.; ING Financial Markets LLC; J.P. Morgan Securities LLC; Scotia Capital (USA) Inc.; Wells Fargo Securities, LLC | |
| Co-Lead Managers: | Desjardins Securities Inc.; Oversea-Chinese Banking Corporation Limited | |
| * | Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to one business day before delivery will be required, by virtue of the fact that such Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. |
Capitalized terms used but not defined in this term sheet have the meanings set forth in the base prospectus as supplemented by the preliminary prospectus supplement.
43
ING Groep N.V. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents ING Groep N.V. has filed with the SEC for more complete information about ING Groep N.V. and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, ING Groep N.V. and any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BMO Capital Markets Corp. at +1-888-200-0266, BofA Securities, Inc. at +1-800-294-1322, Citigroup Global Markets Inc. at +1-800-831-9146, ING Financial Markets LLC at +1-877-446-4930, J.P. Morgan Securities LLC (collect) at +1-212-834-4533, Scotia Capital (USA) Inc. at 1-800-372-3930 or Wells Fargo Securities, LLC at +1-800-645-3751.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.
44
Filed pursuant to Rule 433(d)
Dated March 16, 2026
Registration Statement No. 333-286734
Free Writing Prospectus
(To Preliminary Prospectus Supplement dated March 16, 2026 and Prospectus dated April 24, 2025)
ING Groep N.V.
$1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037
Pricing Term Sheet
| Issuer: | ING Groep N.V. (“ING”) | |
| Status: | Senior, Unsecured | |
| Format: | SEC Registered Global Notes – Callable Fixed-to-Floating Rate | |
| Principal Amount: | $1,500,000,000 | |
| Trade Date: | March 16, 2026 | |
| Expected Settlement Date*: | March 23, 2026 (T+5) | |
| Interest Commencement Date: | Expected Settlement Date | |
| Maturity Date: | March 23, 2037 (11 years) | |
| Call Date: | March 23, 2036 (10 years) | |
| Coupon: | 5.420% | |
| Interest Payment Dates: | Fixed Rate Period: interest will be payable semi-annually in arrear on March 23 and September 23 of each year, commencing on September 23, 2026 and ending on the Call Date (each, a “Fixed Rate Interest Payment Date”). Floating Rate Period: interest will be payable quarterly in arrear on March 23, June 23, September 23 and December 23, commencing on June 23, 2036 and ending on the Maturity Date (each, a “Floating Rate Interest Payment Date”). | |
| Benchmark Treasury: | 4.125% UST due February 15, 2036 | |
| Benchmark Treasury Price / Yield: | 99-07+ / 4.220% | |
| Spread to Benchmark Treasury: | UST + 120 bps | |
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| Re-Offer Yield: | 5.420% | |
| Issue Price: | 100.000% | |
| Underwriting Commission: | 0.31% | |
| Net Proceeds: | $1,495,350,000 | |
| Fixed Rate Period and Fixed Interest Rate: | From and including the Interest Commencement Date to but excluding the Call Date (the “Fixed Rate Period”), the Notes shall accrue interest at a rate of 5.420% per annum | |
| Floating Rate Period and Floating Interest Rate: | From and including the Call Date to but excluding the Maturity Date (the “Floating Rate Period”), the Notes will bear interest at a rate equal to the SOFR Index Average (calculated as described in the section titled “Description of Notes—Calculation of Interest During the Floating Rate Period”, beginning on page S-26 of the Preliminary Prospectus Supplement) plus 161 basis points (the “Margin”) | |
| Relevant Screen Page: | SOFRINDX Index | |
| Floating Rate Interest Period: | During the Floating Rate Period, the period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the following Floating Rate Interest Payment Date; provided, however, that the initial Floating Rate Interest Period will be the period from (and including) the Call Date, to (but excluding) the initial Floating Rate Interest Payment Date | |
| Floating Rate Interest Determination Dates: | Each date that is two U.S. Government Securities Business Days prior to each Floating Rate Interest Payment Date | |
| SOFR IndexStart: | The SOFR Index value on the date that is two U.S. Government Securities Business Days prior to the first day of the relevant Floating Rate Interest Period and, for the initial Floating Rate Interest Period, the SOFR Index value on March 19, 2026 | |
| SOFR IndexEnd: | The SOFR Index value on the date that is two U.S. Government Securities Business Days prior to the Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, the Maturity Date) | |
| Redemption at the Option of ING: | On the Call Date, ING may redeem the Notes at its option, in whole but not in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Call Date, as described in the section titled “Description of Notes—Redemption”, beginning on page S-36 of the Preliminary Prospectus Supplement. | |
46
| Any such optional redemption prior to maturity is subject to the consent of the relevant regulator and other conditions, as described in the section titled “Description of Notes—Redemption—Conditions to Redemption, Substitution, Variation and Purchase”, beginning on page S-38 of the Preliminary Prospectus Supplement. | ||
| Clean-Up Call: | If 75 per cent. or more of the aggregate principal amount of the Notes issued have been redeemed or purchased and cancelled, then ING may redeem all, but not some only, of the Notes at any time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date, subject to the consent of the relevant regulator and other conditions, as described in the section titled “Description of Notes—Redemption—Conditions to Redemption, Substitution, Variation and Purchase”, beginning on page S-38 of the Preliminary Prospectus Supplement. | |
| Substitution and Variation: | Notwithstanding anything to the contrary in the Notes or the Indenture or supplemental indenture with respect thereto, if a Loss Absorption Disqualification Event has occurred and is continuing with respect to any series of the Notes then ING may, without any requirement for the consent or approval of the holder or beneficial owner of such Notes, substitute all (but not some only) of such Notes or vary the terms of all (but not some only) of such Notes, so that the substituted Notes are, or that the Notes remain, Compliant Notes, as applicable. Any substitution or variation of the Notes is subject to the provisions described under “Description of Notes—Redemption—Conditions to Redemption, Substitution, Variation and Purchase”, beginning on page S-38 of the Preliminary Prospectus Supplement.
By its acquisition of the Notes or any beneficial interest therein, each holder and beneficial owner of the Notes and each subsequent holder and beneficial owner of the Notes, (i) acknowledges, accepts, agrees to be bound by, and consents to, ING’s determination to substitute the Notes or vary the terms of the Notes as provided above, (ii) grants to ING and the trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete such substitution of the Notes or the variation of the terms of the Notes, as applicable; and (iii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against ING and the trustee for, agrees not to initiate a suit against ING or the trustee in | |
47
| respect of, and agrees that neither ING nor the trustee shall be liable for, any action that ING or the trustee takes, or abstains from taking, in either case in connection with the substitution of the Notes or the variation of the terms of the Notes at the option of ING as described in the section “Description of Notes—Substitution and Variation”, beginning on page S-38 of the Preliminary Prospectus Supplement. | ||
| Agreement with Respect to the Exercise of the Dutch Bail-in Power: | Notwithstanding any other agreements, arrangements, or understandings between ING and any holder or beneficial owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes or any interest therein acknowledges, accepts, recognizes, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in the reduction (including to zero), cancellation or write-down (whether on a permanent basis or subject to write-up by the resolution authority) of all, or a portion, of the principal amount of, or interest on, the Notes and/or the conversion of all, or a portion, of the principal amount of, or interest on, the Notes into shares or claims which may give right to shares or other instruments of ownership or other securities or other obligations of ING or obligations of another person (whether or not at the point of non-viability and independently of or in combination with a resolution action), including by means of a variation to the terms of the Notes (which may include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a temporary period), or that the Notes must otherwise be applied to absorb losses, or any expropriation of the Notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power (whether at the point of non-viability or as taken together with a resolution action). Each holder and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any Notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution authority of, any power to suspend any payment in respect of the Notes for a temporary period. | |
48
| For these purposes, “Dutch Bail-in Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to ING or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such laws, regulations, rules or requirements (including, but not limited to, the Dutch Financial Supervision Act) that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of the European Parliament and of the Council (the “Bank Recovery and Resolution Directive” or “BRRD”) and Regulation (EU) No 806/2014 of the European Parliament and of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act (as implemented in relevant statutes) and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of the obligor or any other person (whether at the point of non-viability or as taken together with a resolution action) or may be expropriated (and a reference to the “relevant resolution authority” is to any authority with the ability to exercise a Dutch Bail-in Power). | ||
| Events of Default and Remedies: | An “Event of Default” with respect to the Notes shall result only if:
• ING is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which it may be organized); or
• an order is made or an effective resolution is passed for ING’s winding-up or liquidation, unless this is done in connection with a merger, consolidation or other form of combination with another company and (a) ING is permitted to enter into such merger, consolidation or combination or (b) the requisite majority of holders of the relevant series of Notes has waived the requirement that ING comply with the relevant merger covenant.
Upon the occurrence of an event of default, and only in such instance, the entire principal amount of the Notes will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest, subject to obtaining relevant approvals. The payment of principal | |
49
| of the Notes will be accelerated only in the event of an event of default (but not the bankruptcy, insolvency or reorganization of any of ING’s subsidiaries). There will be no right of acceleration of the payment of principal of the Notes if ING fails to pay any principal, interest or any other amount (including upon redemption) on the Notes or in the performance of any of its covenants or agreements contained in the Notes.
Holders’ remedies for ING’s breach of any obligations under the Notes, including ING’s obligation to make payments of principal and interest are extremely limited.
The exercise of any Dutch Bail-in Power by the relevant resolution authority will not be an event of default. | ||
| Early Redemption Events: | ING may redeem one or more series of the Notes, in whole but not in part, in certain circumstances where Additional Amounts would be required to be paid or upon the occurrence of a Loss Absorption Disqualification Event and where such Loss Absorption Disqualification Event is continuing, in each case, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date, subject to the consent of the relevant regulator and other conditions, as described in the section titled “Description of Notes—Redemption—Optional Tax and Regulatory Redemption”, beginning on page S-36 of the Preliminary Prospectus Supplement. | |
| Waiver of Right of Set-off: | Subject to applicable law, neither any holder or beneficial owner of Notes nor the trustee acting on behalf of the holders and beneficial owners of Notes may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by ING in respect of, or arising under, or in connection with, the Notes and each holder and beneficial owner of Notes, by virtue of its holding of any Notes or any interest therein, and the trustee acting on behalf of the holders and beneficial owners of Notes, shall be deemed to have waived all such rights of set-off, netting, compensation or retention. | |
| Risk Factors: | An investment in the Notes involves risks. See the section titled “Risk Factors”, beginning on page S-15 of the Preliminary Prospectus Supplement. | |
| Governing Law: | New York law, except for the waiver of set-off provisions, which will be governed by Dutch law. | |
| ISIN: | US456837BV47 | |
| CUSIP: | 456837BV4 | |
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| Day Count Fraction: | 30 / 360 during the Fixed Rate Period Actual / 360 during the Floating Rate Period | |
| Denominations: | $200,000 and integral multiples of $1,000 in excess thereof | |
| Business Days: | Any weekday, other than one on which banking institutions are authorized or obligated by law or executive order to close in London, England, Amsterdam, the Netherlands or in the City of New York, United States | |
| U.S. Government Securities Business Days: | Any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. | |
| Business Day Convention: | Following, Unadjusted during the Fixed Rate Period Modified Following, Adjusted during the Floating Rate Period | |
| Expected Listing: | New York Stock Exchange | |
| Prohibition of Sales to each Retail Investor: | No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the United Kingdom. | |
| Joint Book-Running Managers: | BMO Capital Markets Corp.; BofA Securities, Inc.; Citigroup Global Markets Inc.; ING Financial Markets LLC; J.P. Morgan Securities LLC; Scotia Capital (USA) Inc.; Wells Fargo Securities, LLC | |
| Co-Lead Managers: | Desjardins Securities Inc.; Oversea-Chinese Banking Corporation Limited | |
| * | Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on any date prior to one business day before delivery will be required, by virtue of the fact that such Notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors. |
Capitalized terms used but not defined in this term sheet have the meanings set forth in the base prospectus as supplemented by the preliminary prospectus supplement.
51
ING Groep N.V. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents ING Groep N.V. has filed with the SEC for more complete information about ING Groep N.V. and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, ING Groep N.V. and any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BMO Capital Markets Corp. at +1-888-200-0266, BofA Securities, Inc. at +1-800-294-1322, Citigroup Global Markets Inc. at +1-800-831-9146, ING Financial Markets LLC at +1-877-446-4930, J.P. Morgan Securities LLC (collect) at +1-212-834-4533, Scotia Capital (USA) Inc. at 1-800-372-3930 or Wells Fargo Securities, LLC at +1-800-645-3751.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded.
52
Schedule 4
Underwriter Information
| • | the names of the Underwriters appearing on the front cover page, page S-48 and the back cover page of the Prospectus Supplement; |
| • | the seventh and eighth paragraphs appearing under the caption “Underwriting” on page S-48 of the Prospectus Supplement; |
| • | the second and third paragraphs under the caption “Underwriting—Conflicts of Interest” on page S-49 of the Prospectus Supplement; and |
| • | the paragraphs appearing under the caption “Underwriting—Stabilization Transactions and Short Sales” beginning on page S-49 of the Prospectus Supplement. |
53
Exhibit 1
Form of Opinion of Dutch Counsel to the Company
[Linklaters LLP Opinion]
54
Exhibit 2
Form of Opinion of Office of General Counsel to the Company
[Office of General Counsel Opinion]
55
Exhibit 3
Form of Opinion of U.S. Counsel to the Company
[Sullivan & Cromwell LLP Opinion]
56
Exhibit 4
Form of Disclosure Letter of U.S. Counsel to the Company
[Sullivan & Cromwell LLP Disclosure Letter]
57
Exhibit 5
Form of Opinion of Dutch Tax Counsel to the Company
[PricewaterhouseCoopers Belastingadviseurs N.V. Opinion]
58
Exhibit 4.1
ING GROEP N.V.,
Issuer
and
THE BANK OF NEW YORK MELLON, LONDON BRANCH,
Trustee
NINTH SUPPLEMENTAL INDENTURE
Dated as of March 23, 2026
To the Senior Debt Securities Indenture, dated as of March 29, 2017,
Between ING Groep N.V.
and
The Bank of New York Mellon, London Branch, Trustee
$1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032
$1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037
Amendments to the Senior Debt Securities Indenture
ING GROEP N.V.
Reconciliation and tie between Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of 1990, and the Indenture, dated as of March 29, 2017, as amended by the Fourth Supplemental Indenture, dated as of April 1, 2021, the Sixth Supplemental Indenture, dated as of September 11, 2023, and as amended and supplemented by this Ninth Supplemental Indenture, dated as of March 23, 2026.
| Trust Indenture Act Section | Indenture Section | |||
| §310 | (a)(1) | 6.09 | ||
| (a)(2) | 6.09 | |||
| (a)(3) | Not Applicable | |||
| (a)(4) | Not Applicable | |||
| (b) | 6.08 6.10 | |||
| §311 | (a) | 6.13 | ||
| (b) | 6.13 | |||
| §312 | (a) | 7.01 7.02(a) | ||
| (b) | 7.02(b) | |||
| (c) | 7.02(c) | |||
| §313 | (a) | 7.03(a) | ||
| (b) | 7.03(a) | |||
| (c) | 1.06,7.03(a) | |||
| (d) | 7.03(b) | |||
| §314 | (a) | 7.04, 10.06 | ||
| (b) | Not Applicable | |||
| (c)(1) | 1.02 | |||
| (c)(2) | 1.02 | |||
| (c)(3) | Not Applicable | |||
| (d) | Not Applicable | |||
| (e) | 1.02 | |||
| (f) | Not Applicable | |||
| §315 | (a) | 6.01, 6.03 | ||
| (b) | 6.02 | |||
| (c) | 5.04, 6.01 | |||
| (d)(1) | 6.01, 6.03 | |||
| (d)(2) | 6.01, 6.03 | |||
| (d)(3) | 6.01, 6.03 | |||
| (e) | 5.14 | |||
| §316 | (a)(1)(A) | 5.02, 5.12 | ||
| (a)(1)(B) | 5.13 | |||
| (a)(2) | Not Applicable | |||
| (a)(last sentence) | 1.01 | |||
| (b) | 5.08 | |||
| §317 | (a)(1) | 5.03 | ||
| (a)(2) | 5.04 | |||
| (b) | 10.03 | |||
| §318 | (a) | 1.07 | ||
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NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Ninth Supplemental Indenture or the Base Indenture. Section references are to the Base Indenture.
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TABLE OF CONTENTS
| Page | ||||||
| ARTICLE I | ||||||
| DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION | ||||||
| Section 1.01 | Definitions | 1 | ||||
| Section 1.02 | Effect of Headings | 9 | ||||
| Section 1.03 | Separability Clause | 9 | ||||
| Section 1.04 | Benefits of Instrument | 9 | ||||
| Section 1.05 | Relation to Base Indenture | 9 | ||||
| Section 1.06 | Construction and Interpretation | 9 | ||||
| ARTICLE II | ||||||
| FORM AND TERMS OF THE SECURITIES; INTEREST AND PAYMENTS; WAIVER OF SET-OFF | ||||||
| Section 2.01 | Establishment of Securities; Form and Certain Terms of Securities | 10 | ||||
| Section 2.02 | Interest | 11 | ||||
| Section 2.03 | Waiver of Set-Off | 14 | ||||
| Section 2.04 | Substitution and Variation | 14 | ||||
| ARTICLE III | ||||||
| REDEMPTION AND PURCHASE | ||||||
| Section 3.01 | Redemption | 15 | ||||
| Section 3.02 | Notice of Redemption; Automatic Revocation | 16 | ||||
| Section 3.03 | Conditions to Redemption and Purchase | 16 | ||||
| ARTICLE IV | ||||||
| MISCELLANEOUS PROVISIONS | ||||||
| Section 4.01 | Effectiveness | 16 | ||||
| Section 4.02 | Original Issue | 16 | ||||
| Section 4.03 | Ratification and Integral Part | 17 | ||||
| Section 4.04 | Priority | 17 | ||||
| Section 4.05 | Successors and Assigns | 17 | ||||
| Section 4.06 | Counterparts | 17 | ||||
| Section 4.07 | Governing Law | 17 | ||||
| Section 4.08 | Trustee Disclaimer | 17 | ||||
| ARTICLE V | ||||||
| AMENDMENTS TO THE INDENTURE | ||||||
| Section 5.01 | Appointment of Agent of Service | 17 | ||||
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EXHIBIT A-1 – Form of 2032 Note
EXHIBIT A-2 – Form of 2037 Note
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NINTH SUPPLEMENTAL INDENTURE, dated as of March 23, 2026 (this “Ninth Supplemental Indenture”) between ING GROEP N.V., a holding company duly organized and existing under the laws of The Netherlands (herein called the “Company”), having its corporate seat in Amsterdam, The Netherlands, and its principal office at Bijlmerdreef 106, 1102 CT Amsterdam, The Netherlands, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, a New York banking corporation, as Trustee (herein called the “Trustee”), having its Corporate Trust Office at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, to the SENIOR DEBT SECURITIES INDENTURE, dated as of March 29, 2017, between the Company and the Trustee, as amended from time to time (the “Base Indenture” and, together with this Ninth Supplemental Indenture, the “Indenture”).
RECITALS OF THE COMPANY
The Company and the Trustee are parties to the Base Indenture, which provides for the issuance by the Company from time to time of Senior Debt Securities in one or more series.
Section 9.01(f) of the Base Indenture permits supplements thereto without the consent of Holders of Senior Debt Securities to establish the form or terms of Senior Debt Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture.
As contemplated by Section 3.01 of the Base Indenture, the Company intends to issue two new series of Senior Debt Securities to be known as the Company’s $1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 Notes”) and the Company’s $1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 Notes” and, together with the 2032 Notes, the “Securities”) under the Indenture.
The Company has taken all necessary corporate action to authorize the execution and delivery of this Ninth Supplemental Indenture.
NOW, THEREFORE, THIS NINTH SUPPLEMENTAL INDENTURE WITNESSETH:
For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities as follows:
ARTICLE I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01 Definitions. Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Ninth Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. The following terms used in this Ninth Supplemental Indenture have the following respective meanings with respect to the Securities only:
“Base Indenture” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture.
“Bloomberg Screen SOFRRATE Page” means the Bloomberg screen designated “SOFRRATE” or any successor page or service.
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“Business Day” means any day other than a Saturday or Sunday or a day on which banking institutions are authorized or obligated by law or executive order to close in London, United Kingdom, Amsterdam, the Netherlands or in the City of New York, United States.
“Calculation Agent” means The Bank of New York Mellon or its successor appointed by the Company pursuant to the Calculation Agent Agreement between the Company and The Bank of New York Mellon, dated as of the date hereof.
“Call Date” means (i) March 23, 2031, with respect to the 2032 Notes and (ii) March 23, 2036, with respect to the 2037 Notes.
“Company” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture, and includes any successor entity.
“Compliant Notes” means securities that comply with the following (which compliance has been certified to the Trustee in a certificate signed by two authorized signatories of the Company and delivered to the Trustee prior to the relevant substitution or variation):
| (1) | such securities are issued by the Company; |
| (2) | such securities rank equally with the ranking of the Securities; |
| (3) | (without prejudice to (2) above) such securities have terms not materially less favorable to holders of the Securities than the terms of the Securities (as reasonably determined by the Company); |
| (4) | (without prejudice to (3) above) such securities (1) contain terms such that they comply with the then applicable Loss Absorption Regulations in order to be eligible to qualify in full towards the Company’s and/or the Regulatory Group’s minimum requirements for (A) own funds and eligible liabilities and/or (B) loss absorbing capacity instruments; (2) bear the same rate of interest from time to time applying to the Securities and preserve the same interest payment dates; (3) do not contain terms providing for deferral of payments of interest and/or principal; (4) preserve the obligations (including the obligations arising from the exercise of any right) of the Company as to redemption of the Securities, including (without limitation) as to timing of, and amounts payable upon, such redemption; (5) do not contain terms providing for loss absorption through principal write-down or conversion to common equity tier 1 instruments (which excludes, for the avoidance of doubt, any contractual term recognizing statutorily applicable write-down or conversion powers); and (6) preserve any existing rights to any accrued and unpaid interest and any other amounts payable under the Securities which has accrued to holders of the Securities and not been paid; |
| (5) | such securities are listed on the same stock exchange or market as the Securities or the regulated market of the London Stock Exchange or any EEA regulated market selected in good faith by the Company; and |
| (6) | where the Securities which have been substituted or varied had a published rating solicited by the Company from one or more rating agencies immediately prior to their substitution or variation, such securities benefit from (or will, as announced, or otherwise confirmed in writing, by each such relevant rating agency, benefit from) an equal or higher published rating from each such rating agency as that which applied to the Securities. |
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“Corresponding Tenor” with respect to a SOFR Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current SOFR Benchmark.
“Fixed Rate Interest Payment Date” has the meaning set forth in Section 2.02(a).
“Fixed Rate Period” means the period from (and including) the Issue Date to (but excluding) the applicable Call Date.
“Floating Interest Rate” means a 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) the applicable Margin, subject to the Minimum Rate.
“Floating Rate Interest Determination Date” means, for each Floating Rate Interest Period, the second U.S. Government Securities Business Day preceding the applicable Floating Rate Interest Reset Date.
“Floating Rate Interest Payment Date” has the meaning set forth in Section 2.02(b).
“Floating Rate Interest Period” means, during the applicable Floating Rate Period, the period from (and including) a Floating Rate Interest Payment Date to (but excluding) the next succeeding Floating Rate Interest Payment Date, provided that the initial Floating Rate Interest Period will be the period from (and including) the applicable Call Date to (but excluding) the applicable initial Floating Rate Interest Payment Date.
“Floating Rate Interest Reset Date” means each of (i) June 23, 2031, September 23, 2031 and December 23, 2031, with respect to the 2032 Notes and (ii) June 23, 2036, September 23, 2036 and December 23, 2036, with respect to the 2037 Notes; provided that the Floating Interest Rate in effect from (and including) the applicable Call Date to (but excluding) the first applicable Floating Rate Interest Reset Date will be equal to the applicable Initial Floating Interest Rate. If any Floating Rate Interest Reset Date would fall on a day that is not a Business Day, such Floating Rate Interest Reset 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 Reset Date shall be brought forward to the immediately preceding day that is a Business Day.
“Floating Rate Period” means, for each series of Securities, the period from (and including) the applicable Call Date to (but excluding) the applicable Maturity Date.
“Indenture” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture.
“Independent Adviser” means an independent financial institution of international repute or an independent financial adviser with appropriate expertise appointed by the Company under Section 2.02(d).
“Initial Floating Interest Rate” means an interest rate per annum equal to the sum of (A) the SOFR Index Average, on the second U.S. Government Securities Business Day preceding the applicable Call Date and (B) the applicable Margin, subject to the Minimum Rate.
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“Interest Payment Date” has the meaning set forth in Section 2.02(b).
“ISDA” means the International Swaps and Derivatives Association, Inc. or any successor.
“ISDA Definitions” means the 2006 ISDA Definitions, as published by ISDA, as amended, supplemented or replaced from time to time.
“ISDA Fallback Rate” means the rate to be effective upon the occurrence of a SOFR Index Cessation Event according to (and as defined in) the ISDA Definitions, where such rate may have been adjusted for an overnight tenor, but without giving effect to any additional spread adjustment to be applied according to such ISDA Definitions.
“ISDA Spread Adjustment” means the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that shall have been selected by ISDA as the spread adjustment that would apply to the ISDA Fallback Rate.
“Issue Date” has the meaning set forth in Section 2.01.
“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 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 the Company 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).
A “Loss Absorption Disqualification Event” shall be deemed to have occurred if as a result of any amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, which the Company demonstrates to the satisfaction of the resolution authority was not reasonably foreseeable at the Issue Date and becomes effective on or after the Issue Date of the Securities, the Securities are or (in the opinion of the Company or the resolution authority) are likely to be fully or partially excluded from the Company’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 Company and/or the Regulatory Group and determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations; provided that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Securities from the relevant minimum requirement(s) is due to the remaining maturity of the 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 the Company and/or the Regulatory Group on the Issue Date of the Securities.
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“Margin” means (i) 1.260% per annum, with respect to the 2032 Notes and (ii) 1.610% per annum, with respect to the 2037 Notes.
“Maturity Date” has the meaning set forth in Section 2.01.
“Minimum Rate” means a minimum interest rate of 0.00% per annum.
“NY Federal Reserve” means the Federal Reserve Bank of New York.
“NY Federal Reserve’s Website” means the website of the NY Federal Reserve, currently at www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of any successor administrator of SOFR.
“Regular Record Date” has the meaning set forth in Section 2.02(c).
“Regulatory Group” means the Company, 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 the Company for regulatory purposes, in each case in accordance with the rules and guidance of the competent authority or resolution authority then in effect.
“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System and/or the NY Federal Reserve or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System and/or the NY Federal Reserve, or any successor.
“Reuters Page USDSOFR=” means the Reuters page designated “USDSOFR=” or any successor page or service;
“Securities” has the meaning set forth in the Recitals.
“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:
| (1) | the Secured Overnight 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 |
| (2) | 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. |
“SOFR Benchmark” means, initially, the SOFR Index Average, provided that if a SOFR Benchmark Event has occurred with respect to the SOFR Index Average or the then-current SOFR Benchmark, then “SOFR Benchmark” means the applicable SOFR Benchmark Replacement.
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“SOFR Benchmark Event” means the occurrence of one or more of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):
| (1) | a public statement or publication of information by or on behalf of the administrator of the SOFR Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the SOFR Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark (or such component); |
| (2) | a public statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark (or such component), the central bank for the currency of the SOFR Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the SOFR Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the SOFR Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the SOFR Benchmark (or such component), which states that the administrator of the SOFR Benchmark (or such component) has ceased or will cease to provide the SOFR Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark (or such component); or |
| (3) | a public statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark announcing that the SOFR Benchmark is no longer representative. |
“SOFR Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company, following consultation with its Independent Adviser:
| (1) | the sum of (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current SOFR Benchmark for the applicable Corresponding Tenor and (b) the SOFR Benchmark Replacement Adjustment; |
| (2) | the sum of (a) the ISDA Fallback Rate and (b) the SOFR Benchmark Replacement Adjustment; or |
| (3) | the sum of (a) the alternate rate that has been selected by the Company, in consultation with the Independent Adviser, as the replacement for the then-current SOFR Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate as a replacement for the then-current SOFR Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the SOFR Benchmark Replacement Adjustment. |
“SOFR Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company, following consultation with its Independent Adviser:
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| (1) | the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted SOFR Benchmark Replacement; |
| (2) | if the applicable Unadjusted SOFR Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Spread Adjustment; or |
| (3) | the spread adjustment (which may be a positive or negative value or zero) determined by the Company, following consultation with its Independent Adviser, giving due consideration to any industry accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current SOFR Benchmark with the applicable Unadjusted SOFR Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time. |
“SOFR Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):
| (1) | in the case of clause (1) or (2) of the definition of “SOFR Benchmark Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the SOFR Benchmark permanently or indefinitely ceases to provide the SOFR Benchmark (or such component); or |
| (2) | in the case of clause (3) of the definition of “SOFR Benchmark Event,” the date of the public statement or publication of information referenced therein. |
“SOFR Determination Time” means approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s Website on the immediately following U.S. Government Securities Business Day.
“SOFR Index Average” for each Floating Rate Interest Period means the value of the SOFR rates for each day during the relevant Floating Rate Interest Period as calculated by the Calculation Agent as follows:
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:
“dc” for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;
“SOFR Index” means the SOFR Index in relation to any U.S. Government Securities Business Day as published by the NY Federal Reserve on the NY Federal Reserve’s Website at the SOFR Determination Time;
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“SOFR IndexEnd” means the SOFR Index value on the date that is two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding the Maturity Date) (such date a “SOFR Index Determination Date”); and
“SOFR IndexStart” means the SOFR Index value on the date that is two U.S. Government Securities Business Days preceding the first date of the relevant Floating Rate Interest Period (such date a “SOFR Index Determination Date”) and, for the initial Floating Rate Interest Period, the SOFR Index value on March 19, 2026;
provided that, subject to the circumstances described in Section 2.02(d), if the SOFR Index is not published on any relevant SOFR Index Determination Date and a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date has not occurred, the “SOFR Index Average” for such Floating Rate Interest Period shall be calculated by the Calculation Agent on the relevant Floating Rate Interest Determination Date as follows:
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:
“d” for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;
“do” for any SOFR Observation Period, means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;
“i” means a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Days in chronological order from (and including) the first U.S. Government Securities Business Day in the relevant SOFR Observation Period;
“ni” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, means the number of calendar days from (and including) such U.S. Government Securities Business Day “i” up to (but excluding) the following U.S. Government Securities Business Day (“i+1”); and
“SOFRi” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, is equal to SOFR in respect of that day “i”.
“SOFR Observation Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the second U.S. Government Securities Business Day preceding the first date in such Floating Rate Interest Period to (but excluding) the second U.S. Government Securities Business Day preceding the Floating Rate Interest Payment Date (or in the final Floating Rate Interest Period, preceding the Maturity Date) for such Floating Rate Interest Period.
“Tax Event” means, in respect of a series of Securities, that the Company determines that: (i) as a result of a Tax Law Change, the Company will or would be required to pay holders Additional Amounts in respect of such series of Securities or (ii) a person located outside The Netherlands, or a jurisdiction in which a successor of the Company is organized, into which the Company has merged or to which the Company has conveyed, transferred or leased property, would be required to pay Additional Amounts.
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“Tax Law Change” means any change in, or amendment to, the laws or regulations of The Netherlands or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the Issue Date.
“Trustee” has the meaning set forth in the first paragraph of this Ninth Supplemental Indenture.
“Unadjusted SOFR Benchmark Replacement” means the SOFR Benchmark Replacement excluding the applicable SOFR Benchmark Replacement Adjustment.
“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.
Section 1.02 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 1.03 Separability Clause. In case any provision in this Ninth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 1.04 Benefits of Instrument. Nothing in this Ninth Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture.
Section 1.05 Relation to Base Indenture. This Ninth Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of this Ninth Supplemental Indenture, all provisions of this Ninth Supplemental Indenture are expressly and solely for the benefit of the Holders and Beneficial Owners of the Securities and any such provisions shall not be deemed to apply to any other Senior Debt Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Securities.
Section 1.06 Construction and Interpretation. Unless the context otherwise requires:
(i) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Ninth Supplemental Indenture, refer to this Ninth Supplemental Indenture as a whole and not to any particular provision of this Ninth Supplemental Indenture;
(ii) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;
(iii) references herein to a specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this Ninth Supplemental Indenture;
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(iv) wherever the words “include”, “includes” or “including” are used in this Ninth Supplemental Indenture, they shall be deemed to be followed by the words “without limitation;”
(v) references to a Person are also to its successors and permitted assigns;
(vi) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; and
(vii) references to any act or statute or any provision of any act or statute shall be deemed also to refer to any statutory modification or re-enactment thereof or any statutory instrument, order or regulation made thereunder or under such modification or re-enactment.
ARTICLE II
FORM AND TERMS OF THE SECURITIES; INTEREST AND PAYMENTS; WAIVER OF SET-OFF
Section 2.01 Establishment of Securities; Form and Certain Terms of Securities.
(a) There are hereby established two new series of Senior Debt Securities under the Base Indenture entitled the “$1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032” and the “$1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037”. The 2032 Notes and the 2037 Notes shall be executed and delivered in substantially the form attached hereto as Exhibit A-1 and Exhibit A-2, respectively. The Securities shall be initially issued in the form of one or more Global Securities. The Company hereby designates DTC as the Depositary for the Securities.
(b) The Company shall issue the 2032 Notes in an aggregate principal amount of $1,500,000,000 and the 2037 Notes in an aggregate principal amount of $1,500,000,000, in each case on March 23, 2026 (the “Issue Date”). The Company may issue additional Securities from time to time after the Issue Date in the manner and to the extent permitted by Section 3.01 of the Base Indenture.
(c) Principal shall be payable on March 23, 2032 in respect of the 2032 Notes and March 23, 2037 in respect of the 2037 Notes (each such date, a “Maturity Date”). The Securities shall not have a sinking fund and are not redeemable at the option of the Holders.
(d) Interest shall be payable on the Securities as provided in Section 2.02 and Additional Amounts shall be payable in respect of the Securities in accordance with Section 10.04 of the Base Indenture.
(e) The Company hereby appoints the Trustee, acting through its office at 160 Queen Victoria Street, London EC4V 4LA, United Kingdom, to act as Paying Agent for the Securities.
(f) The Securities shall be subject to the Dutch Bail-In Power as provided in Section 12.01 of the Base Indenture.
(g) The Securities constitute the unsecured and unsubordinated obligations of the Company ranking pari passu without any preference among themselves and equally with all of the Company’s other unsecured and unsubordinated obligations from time to time outstanding, save as otherwise provided by law.
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(h) The events of default and remedies with respect to the Securities shall be limited as provided in Article 5 of the Base Indenture.
(i) The Securities shall be issued in denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof.
Section 2.02 Interest.
(a) During the applicable Fixed Rate Period, (i) the interest rate on the 2032 Notes shall be 4.803% per annum and (ii) the interest rate on the 2037 Notes shall be 5.420% per annum. During the applicable Fixed Rate Period, interest on the principal amount of the Securities shall be payable semiannually in arrear on March 23 and September 23 of each year, commencing on September 23, 2026, and ending on (and including) the applicable Call Date (each, a “Fixed Rate Interest Payment Date”), and shall be computed on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each. If any scheduled Fixed Rate Interest Payment Date is not a Business Day, interest shall be payable on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Interest Payment Date. The first date on which interest may be paid in respect of the Securities will be September 23, 2026 for the period commencing on (and including) March 23, 2026, and ending on (but excluding) September 23, 2026.
(b) During the applicable Floating Rate Period, the interest rate on the applicable Securities for the first applicable Floating Rate Interest Period shall be equal to the applicable Initial Floating Interest Rate. Thereafter, the interest rate on the applicable Securities shall be equal to the applicable Floating Interest Rate, which shall be reset quarterly on each applicable Floating Rate Reset Date. During the applicable Floating Rate Period, (i) interest on the 2032 Notes will be payable quarterly in arrear on June 23, 2031, September 23, 2031, December 23, 2031 and the applicable Maturity Date and (ii) interest on the 2037 Notes will be payable quarterly in arrear on June 23, 2036, September 23, 2036, December 23, 2036 and the applicable Maturity Date (each a “Floating Rate Interest Payment Date” and, together with each Fixed Rate Interest Payment Date, an “Interest Payment Date”), and shall be computed on the basis of the actual number of days in each Interest Period and a year of 360 days. 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, 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.
(c) The regular record dates for the Securities will be the Business Day immediately preceding each Interest Payment Date (or, if the Securities are issued in the form of definitive Securities, the fifteenth (15th) Business Day preceding each Interest Payment Date) (each such date, a “Regular Record Date”). If the Maturity Date or date of redemption or repayment is not a Business Day, interest and principal and/or any amount payable upon redemption of the Securities shall be payable on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after such Maturity Date or date of redemption or repayment.
(d) Notwithstanding the provisions described under Section 2.02(b) above, if a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date occurs when any Floating Interest Rate (or any component part thereof) remains to be determined by reference to the SOFR Benchmark in respect of any series of the Securities, then the Company (or its designee) may, at its sole discretion, appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Company (or its designee) determining a SOFR Benchmark Replacement and the applicable SOFR Benchmark Replacement Adjustment and any other amendments to the terms of the Securities, in accordance with the following provisions:
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(i) In the absence of fraud, the Company (or its designee) and any Independent Adviser appointed pursuant to this Section 2.02(d), as applicable, shall have no liability whatsoever to the Company, the Trustee, the Calculation Agent, any paying agent or the Holders of the Securities for any determination made by it or for any advice given to the Company (or its designee) in connection with any determination made by the Company (or its designee) pursuant to this Section 2.02(d).
(ii) If the Company (or its designee) has not appointed an Independent Adviser in accordance with this Section 2.02(d), the Company (or its designee) may still make any determinations and/or any amendments contemplated by and in accordance with this Section 2.02(d) (with the relevant provisions in this section applying mutatis mutandis to allow such determinations or amendments to be made by the Company (or its designee) without consultation with an Independent Adviser). Any determination, decision or election that may be made by the Company (or its designee) pursuant to this Section 2.02(d), including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or its designee’s) sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Securities, shall become effective without consent from the Holders of the Securities or any other party.
(iii) Subject to paragraph (iv) below, if the Company (or its designee), following consultation with its Independent Adviser, no later than three Business Days prior to the Floating Rate Interest Determination Date relating to the next Floating Rate Interest Period (the “Determination Cut-off Date”) determines the SOFR Benchmark Replacement for the purposes of determining the Floating Interest Rate applicable to the Securities for all future Floating Rate Interest Periods (subject to the subsequent operation of this Section 2.02(d) during any other future Floating Rate Interest Periods), then such SOFR Benchmark Replacement shall be the SOFR Benchmark for all future Floating Rate Interest Periods (subject to the subsequent operation of this section during any other future Floating Rate Interest Period(s)).
(iv) Notwithstanding paragraph (iii) above, if the Company (or its designee), following consultation with its Independent Adviser, determines prior to the Determination Cut-off Date that no SOFR Benchmark Replacement exists then the relevant Floating Interest Rate shall be determined using the SOFR Benchmark last displayed on the relevant page prior to the relevant Floating Rate Interest Determination Date. This paragraph (iv) shall apply to the relevant Floating Rate Interest Period only. Any subsequent Floating Rate Interest Period(s) shall be subject to the subsequent operation of, and adjustment as provided in, this Section 2.02(d).
(v) Promptly following the determination of the SOFR Benchmark Replacement as described in this Section 2.02(d), the Company (or its designee) shall give notice thereof pursuant to this section to the Trustee, the Calculation Agent, any paying agents and the Holders of the Securities. For the avoidance of doubt, neither the Trustee, the Calculation Agent nor any paying agents shall have any responsibility for making such determination;
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(vi) Subject to receipt of notice pursuant to paragraph (v) above, the Trustee, the Calculation Agent and any paying agents shall, at the direction and expense of the Company, effect such waivers and consequential amendments to the terms and conditions of the Securities, the Indenture and any other document as the Company (or its designee), following consultation with its Independent Adviser, determines may be required to give effect to any application of this Section 2.02(d), including, but not limited to:
(1) changes to the terms and conditions of the Securities which the Company (or its designee), following consultation with its Independent Adviser, determines may be required in order to follow market practice (determined according to factors including, but not limited to, public statements, opinions and publications of industry bodies and organizations) in relation to such SOFR Benchmark Replacement, including, but not limited to (A) the Business Day, Business Day Convention, Day Count Fraction, Floating Rate Interest Determination Date and/or any relevant time applicable to the Securities and (B) the method for determining the fallback to the Floating Interest Rate in relation to the Securities if such SOFR Benchmark Replacement is not available; and
(2) any other changes which the Company (or its designee), following consultation with its Independent Adviser, determines are reasonably necessary to ensure the proper operation and comparability to the SOFR Benchmark of such SOFR Benchmark Replacement, which changes shall apply to the Securities for all future Floating Rate Interest Periods (subject to the subsequent operation of this Section 2.02(d)). None of the Trustee, the Calculation Agent or any paying agents shall be responsible or liable for any determinations, decisions or elections made by the Company (or its designee) with respect to any waivers or consequential amendments to be effected pursuant to this Section 2.02(d) or any other changes and shall be entitled to rely conclusively on any certifications provided to each of them in this regard.
(vii) No consent of the Holders of the Securities shall be required in connection with effecting the relevant SOFR Benchmark Replacement as described in this section or such other relevant adjustments pursuant to this section, including for the execution of, or amendment to, any documents or the taking of other steps by the Company (or its designee) or any of the parties to the Indenture or Calculation Agent Agreement (if required).
(viii) By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities and each subsequent Holder and Beneficial Owner acknowledges, accepts, agrees to be bound by, and consents to, the Company’s (or its designee’s) determination of the SOFR Benchmark Replacement, as contemplated by this Section 2.02(d), and to any amendment or alteration of the terms and conditions of the Securities, including an amendment of the amount of interest due on the Securities, as may be required in order to give effect to this Section 2.02(d), without the need for any further consent from the Holders of the Securities. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to give effect to the SOFR Benchmark Replacement or any application of this Section 2.02(d).
(ix) By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities 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 2.02(d) or any losses suffered in connection therewith.
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(x) Notwithstanding any other provision of this Section 2.02(d), no SOFR Benchmark Replacement will be adopted, nor will the SOFR Benchmark Replacement Adjustment (as applicable) be applied, nor will any other amendments to the terms and conditions of the Securities be made, if and to the extent that, in the determination of the Company, the same could reasonably be expected to result in the exclusion of the Securities (in whole or in part) from the Company’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 Company and/or the Regulatory Group and as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations.
Section 2.03 Waiver of Set-Off.
Subject to applicable law, neither any Holder or Beneficial Owner of the Securities nor the trustee acting on behalf of the Holders and Beneficial Owners of the Securities, may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, the Securities or the Indenture or any indenture supplemental thereto, and each Holder and Beneficial Owner of the Securities, by virtue of its holding of any such Securities or any interest therein, and the Trustee acting on behalf of the Holders or Beneficial Owners of the Securities, shall be deemed to have waived all such rights of set-off, netting, compensation or retention. To the extent that any such Holder or Beneficial Owner of the Securities or any interest therein nevertheless claims a right of set-off, netting, compensation or retention in respect of any such amount, whether by operation of law or otherwise, and irrespective of whether the set-off, netting, compensation or retention is effective under any applicable law, such Holder or Beneficial Owner shall, immediately transfer to the Company (or, in the event of the Company’s liquidation (upon dissolution (ontbinding) or otherwise) or a moratorium of payments (surseance van betaling), or if the Company is declared bankrupt (failliet verklaard), the liquidator or administrator of the Company, as the case may be) an amount equal to the amount which purportedly has been set off, netted, compensated or retained (such a transfer, a “Set-off Repayment”) and no rights can be derived from the notes or any interest therein until the Company (or the liquidator or administrator of the Company, as the case may be) has received in full the relevant Set-off Repayment and accordingly any such set-off, netting, compensation or retention shall be deemed not to have taken place. By its acquisition of the Securities, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off. No Holder of the Securities shall be entitled to proceed directly against the Company except as provided in Section 5.07 of the Base Indenture. Irrespective of any other set-off, netting, compensation or retention agreement providing otherwise, the possibility of any set-off, netting, compensation or retention by a Holder or Beneficial Owner of the Securities shall be exclusively governed by Dutch law.
Section 2.04 Substitution and Variation.
(a) Notwithstanding anything to the contrary in the Securities or the Base Indenture or herein, if a Loss Absorption Disqualification Event or a Tax Event has occurred and is continuing with respect to any series of the Securities, then the Company may at its option at any time, and without any requirement for any consent or approval of the Holders or Beneficial Owners of such Securities, substitute such Securities, in whole but not in part, or vary the terms of such Securities, in whole but not in part, so that the substituted securities are, or such Securities remain following such variation, Compliant Notes.
(b) The Company shall give notice to the Holders of such Securities of any substitution or variation of such Securities not less than 15 days nor more than 30 days prior to the date fixed for such substitution or variation and to the Trustee at least 5 business days prior to such date unless a shorter notice period shall be satisfactory to the Trustee.
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(c) By its acquisition of the Securities or any beneficial interest therein, each Holder and Beneficial Owner of the Securities and each subsequent Holder and Beneficial Owner of the Securities has, (i) acknowledged, accepted, and agreed to be bound by, and consented to, the Company’s determination to substitute the Securities or vary the terms of the Securities as provided above, (ii) granted to the Company and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such Holder or Beneficial Owner, as the case may be, which is necessary or convenient to complete such substitution of the Securities or the variation of the terms of the Securities, as applicable; and (iii) to the extent permitted by the Trust Indenture Act, waived any and all claims, in law and/or in equity, against the Company and the Trustee for, agreed not to initiate a suit against the Company or the Trustee in respect of, and agreed that neither the Company nor the Trustee shall be liable for, any action that the Company or the Trustee takes, or abstains from taking, in either case in connection with the substitution of the Securities or the variation of the terms of the Securities at the option of the Company as provided above.
ARTICLE III
REDEMPTION AND PURCHASE
Section 3.01 Redemption.
(a) Subject to the limitations specified in Section 3.03, the Company may, at its option, redeem the Securities, in whole but not in part:
(i) on the applicable Call Date;
(ii) at any time if at least 75% of the aggregate principal amount of the applicable series of Securities issued has been redeemed or purchased and cancelled;
(iii) at any time if a Loss Absorption Disqualification Event has occurred and is then continuing; or
(iv) at any time if a Tax Event has occurred and is then continuing; provided that, in the case of a Tax Event related to a merger, conveyance, transfer or lease, the Company will have the option to redeem the notes even if it is required to pay Additional Amounts immediately after the merger, conveyance, transfer or lease that has occurred in relation to the Tax Event. However, the Company shall not be required to use reasonable measures to avoid the obligation to pay Additional Amounts in the event of such merger, conveyance, transfer or lease;
in each of cases (i) to (iv) above, at their principal amount, plus accrued and unpaid interest to the Redemption Date (including Additional Amounts, if any).
(b) Prior to the delivery of any notice of redemption in respect of a redemption under Section 3.01(a)(iv), the Company shall deliver to the Trustee (i) an Officers’ Certificate stating that the conditions to such redemption have been satisfied and (ii) an opinion from a recognized law or tax firm of international standing, chosen by the Company, in a form satisfactory to the Trustee, confirming that the Company is entitled to exercise its right of redemption under Section 3.01(a)(iv).
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Section 3.02 Notice of Redemption; Automatic Revocation.
The Company shall give notice of any redemption of the Securities, including a redemption as a result of a Loss Absorption Disqualification Event or Tax Event, not less than 15 days or more than 30 days prior to the redemption date to the Holders of the Securities, and to the Trustee at least 5 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 Security will be redeemed and the redemption price will become due and payable upon surrender of each Security to be redeemed and that, subject to certain exceptions, interest will cease to accrue after that date, (4) the place or places where the Securities 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 Securities being redeemed.
(a) A notice of redemption shall be irrevocable, except that the exercise of a Dutch Bail-In Power by the Relevant Resolution Authority prior to the date fixed for redemption shall automatically revoke such notice and no Securities shall be redeemed and no payment in respect of the Securities shall be due and payable.
(b) The Company shall promptly deliver notice to the Trustee and the Holders of the Securities of any event that shall have automatically revoked any redemption notice pursuant to this Section 3.02.
(c) Notice of redemption of Securities to be redeemed at the selection of the Company shall be given by the Company or, at the Company’s request and upon provision to the Trustee of such notice information, by the Trustee in the name and at the expense of the Company.
Section 3.03 Conditions to Redemption and Purchase.
(a) The Company may not give notice of any redemption of or redeem, nor may the Company or any member of the Group purchase, any Securities unless the Company shall 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 (which may require the Company to demonstrate to the satisfaction of the Relevant Resolution Authority and/or Competent Authority, as appropriate, that the Loss Absorption Disqualification Event or Tax Event, as applicable, was not reasonably foreseeable as at the Issue Date and, in the case of a Tax Event, the change in the applicable tax treatment of the Securities is material), 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 72b(2)(j), 77 and 78a thereof), Commission Delegated Regulation (EU) No 241/2014, the BRRD and the SRM Regulation, as may be amended or replaced from time to time, and any delegated or implementing acts, laws, regulations, regulatory technical standards, rules or guidelines as then in effect).
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 4.01 Effectiveness. This Ninth Supplemental Indenture shall become effective upon its execution and delivery.
Section 4.02 Original Issue. The Securities may, upon execution of this Ninth Supplemental Indenture, be executed by the Company and delivered by the Company to the Trustee for authentication, and the Trustee shall, upon delivery of a Company Order, authenticate and deliver such Securities as in such Company Order provided.
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Section 4.03 Ratification and Integral Part. The Base Indenture, as supplemented by this Ninth Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this Ninth Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein and therein provided.
Section 4.04 Priority. This Ninth Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Ninth Supplemental Indenture shall, with respect to the Securities and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.
Section 4.05 Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented by this Ninth Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.
Section 4.06 Counterparts. This Ninth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. The words “executed”, “signed”, “signature” and words of like import in this Ninth Supplemental Indenture relating to the execution and delivery of this Ninth Supplemental Indenture and any documents to be delivered in connection herewith shall be deemed to include electronic signatures, which shall be of the same legal effect, validity or enforceability as a manually executed signature to the extent and as provided in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
Section 4.07 Governing Law. This Ninth Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, except for Section 2.03 and the waiver of set-off provisions in the Securities, which are governed by, and construed in accordance with, Dutch law.
Section 4.08 Trustee Disclaimer. The Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Trustee makes no representation with respect to any such matters. Additionally, the Trustee makes no representations as to the validity or sufficiency of this Ninth Supplemental Indenture.
ARTICLE V
AMENDMENTS TO THE INDENTURE
Section 5.01 Appointment of Agent of Service
(a) Section 1.14 of the Base Indenture is hereby amended and restated in its entirety to read as follows:
“The Company hereby appoints ING (U.S.) Financial Holdings Corporation, acting through its office at 1325 Avenue of the Americas, New York, New York (or such other address in the Borough of Manhattan, The City of New York, as such agent shall furnish in writing to the Trustee) as its authorized agent (the “Authorized Agent”) upon which
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process may be served in any legal action or proceedings against it with respect to its obligations under this Indenture or the Senior Debt Securities of any series, as the case may be, instituted in any federal or state court in the Borough of Manhattan, The City of New York by the Holder of any Senior Debt Security, and agrees that service of process upon the Authorized Agent, together with written notice of said service mailed or delivered to the Company, as provided in Section 1.05, shall be deemed in every respect effective service of process upon the Company in any such legal action or proceeding, and the Company hereby irrevocably submits to the exclusive jurisdiction of (a) any such court and (b) any court of competent jurisdiction of member states of the European Union in accordance with the Brussels Ia Regulation or of states that are parties to the Lugano II Convention, in respect of any such legal action or proceeding and waives, to the extent it may effectively do so, any objection it may have to the laying of such venue of any such legal action or proceeding. Such appointment shall be irrevocable so long as the Holders of Securities shall have any rights pursuant to the terms of the Senior Debt Securities or of this Indenture until the appointment of a successor Authorized Agent by the Company and such successor’s acceptance of such appointment. The Company reserves the right to appoint another person located, or with an office, in the Borough of Manhattan, The City of New York, selected in its sole discretion, as a successor Authorized Agent, and upon acceptance of such appointment by such a successor the appointment of the prior Authorized Agent shall terminate. If for any reason ING (U.S.) Financial Holdings Corporation ceases to be able to act as the Authorized Agent or to have an address in the Borough of Manhattan, The City of New York, the Company will appoint a successor Authorized Agent in accordance with the preceding sentence. The Company further agrees to take any and all action, including the filing of any and all documents and instruments as may be necessary to continue such designation and appointment of such agent or successor in full force and effect for as long as required hereunder.
In this Section 1.14:
“Brussels Ia Regulation” means Regulation (EU) No 1215/2012 of the European Parliament and of the Council of December 12, 2012 on jurisdiction and the recognition and enforcement judgments in civil and commercial matters, as amended; and
“Lugano II Convention” means the Convention on jurisdiction and the recognition enforcement of judgments in civil and commercial matters, signed on October 30, 2007.”
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed, all as of the day and year above written.
| ING GROEP N.V. | ||
| By: | /s/ P.G. van der Linde | |
| Name: P.G. van der Linde | ||
| Title: Senior Legal Counsel | ||
| By: | /s/ K.I.D. Tuinstra | |
| Name: K.I.D. Tuinstra | ||
| Title: Treasury Advisor | ||
| THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS TRUSTEE | ||
| By: | /s/ Gregory Dale | |
| Name: Gregory Dale | ||
| Title: Authorised Signatory | ||
Signature Page to the Ninth Supplemental Indenture
Form of Security
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
BY PURCHASING THIS SECURITY, IN THE ABSENCE OF A CHANGE IN LAW OR AN ADMINISTRATIVE OR JUDICIAL RULING TO THE CONTRARY, THE HOLDER AGREES TO CHARACTERIZE THIS SECURITY FOR ALL U.S. FEDERAL INCOME TAX PURPOSES AS PROVIDED ON THE FACE OF THIS SECURITY.]
ING GROEP N.V.
4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032
| No. [ ] | $ |
CUSIP NO. 456837BU6
ISIN NO. US456837BU63
ING GROEP N.V., a holding company duly organized and existing under the laws of The Netherlands (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $ ( Dollars), on March 23, 2032 (the “Maturity Date”), and to pay interest thereon from March 23, 2026 or the most recent Interest Payment Date to which interest has been paid or duly provided for, in accordance with the terms hereof. Interest shall be payable semi-annually in arrear on March 23 and September 23 in each year (each, a “Fixed Rate Interest Payment Date”), commencing on September 23, 2026 and ending on (and including) March 23, 2031 (the “Call Date”), at the rate of 4.803% per annum (the “Fixed Interest Rate”). Thereafter, interest shall be paid quarterly in arrear on June 23, 2031, September 23, 2031, December 23, 2031 and the Maturity Date (each, a “Floating Rate Interest Payment Date” and, together with the Fixed Rate Interest Payment Dates, an “Interest Payment Date”).
The interest rate for the first Floating Rate Interest Period (as defined on the reverse of this Security) will be a rate per annum equal to the sum of (A) the SOFR Index Average (as defined on the reverse of this Security), as determined on the date that is two U.S. Government Securities Business Days (as defined on the reverse of this Security) prior to the Call Date, and (B) 1.260% per annum, subject to a minimum rate of 0.00% per annum (the “Minimum Rate”). Thereafter, the interest rate for any Floating Rate Interest Period will be a rate per annum equal to the sum of (A) the SOFR Index Average, as determined on the applicable Floating Rate Interest Determination Date (as defined on the reverse of this Security), and (B) 1.260% per annum, subject to the Minimum Rate (the “Floating Interest Rate”). The Floating Interest Rate will be reset quarterly on each Floating Rate Interest Reset Date (as defined on the reverse of this Security). The Fixed Interest Rate shall be calculated on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each. The Floating Interest Rate shall be calculated on the basis of the actual number of days in each Interest Period and a year of 360 days.
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If a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date (each as defined on the reverse of this Security) occurs when any interest rate on the Security (or any component part thereof) remains to be determined by reference to the SOFR Benchmark (as defined on the reverse of this Security), then the provisions of Section 2.02(d) of the Ninth Supplemental Indenture shall apply.
The interest so payable, and paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the Business Day immediately preceding each Interest Payment Date (whether or not a Business Day).
Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in London, United Kingdom in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
If any scheduled Fixed Rate Interest Payment Date, the Maturity Date or any date of redemption or repayment is not a Business Day, interest and principal and/or any amount payable upon redemption of the Securities shall be payable on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date, Maturity Date or date of redemption or repayment. If any scheduled Floating Rate Interest Payment Date (other than the applicable Maturity Date or any date of redemption or repayment) is not a Business Day, 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.
This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the waiver of set-off provisions referred to herein and in Section 5.06(c) of the Base Indenture and Section 2.03 of the Ninth Supplemental Indenture, which are governed by, and construed in accordance with, Dutch law.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE NETHERLANDS.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
A-1-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
| Date: | ING GROEP N.V. | |||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
Trustee’s Certificate of Authentication
This is one of the Securities of the series designated herein referred to in the Indenture.
| Date: | THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee | |||||
| By: | ||||||
| Authorized Signatory | ||||||
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(Reverse of Security)
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of March 29, 2017 (herein called the “Base Indenture”), between the Company and The Bank of New York Mellon, London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture), as supplemented by the Ninth Supplemental Indenture, dated as of March 23, 2026 (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security.
This Security is one of the series designated on the face hereof, limited to a principal amount of $1,500,000,000, which amount may be increased at the option of the Company without the consent of the Holders of the Securities of this Series. References herein to “this series” mean the series designated on the face hereof.
“Bloomberg Screen SOFRRATE Page” means the Bloomberg screen designated “SOFRRATE” or any successor page or service.
“Calculation Agent” means The Bank of New York Mellon or its successor appointed by the Company pursuant to the Calculation Agent Agreement between the Company and The Bank of New York Mellon, dated March 23, 2026.
“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 Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements (including, but not limited to, the Dutch Financial Supervision Act (Wet op het financieel toezicht)) that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to the BRRD and the SRM Regulation, in each case as amended or superseded) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act (Interventiewet, as implemented in relevant statutes) and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other instruments of ownership or other securities or obligations of the obligor or obligations of 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). Any Dutch Bail-In Power may be exercised with respect to the securities without any prior notice by the relevant resolution authority of its decision to exercise such power. Under the terms of the securities, the exercise of a Dutch Bail-In Power by the relevant resolution authority with respect to the securities will not be an Event of Default.
“Event of Default” means (a) the Company is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which the Company may be organized), or (b) an order is made or an effective resolution is passed for the winding-up or liquidation of the Company, unless such order is made or such resolution is passed in relation to a merger, consolidation or similar
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transaction (i) that is permitted pursuant to Section 8.01 of the Base Indenture or (ii) with respect to which Holders of the Securities have, pursuant to Section 10.07 of the Base Indenture, waived the requirement of the Company to comply with Section 8.01 of the Base Indenture in connection with such merger, consolidation or other transaction. For the avoidance of doubt, any exercise of the Dutch Bail-In Power by the Relevant Resolution Authority shall not be an Event of Default.
“Floating Rate Interest Determination Date” means, for each Floating Rate Interest Period, the second U.S. Government Securities Business Day preceding the applicable Floating Rate Interest Reset Date (or the Call Date, with respect to the first Floating Rate Interest Reset Date).
“Floating Rate Interest Period” means the period from (and including) a Floating Rate Interest Payment Date (or the Call Date, in the case of the initial Floating Rate Interest Period) to (but excluding) the next succeeding Floating Rate Interest Payment Date.
“Floating Rate Interest Reset Date” means each of June 23, 2031, September 23, 2031 and December 23, 2031. If any Floating Rate Interest Reset Date would fall on a day that is not a Business Day, such Floating Rate Interest Reset 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 Reset Date shall be brought forward to the immediately preceding day that is a Business Day.
“NY Federal Reserve” means the Federal Reserve Bank of New York.
“NY Federal Reserve’s Website” means the website of the NY Federal Reserve, currently at www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of any successor administrator of SOFR.
“Reuters Page USDSOFR=” means the Reuters page designated “USDSOFR=” or any successor page or service.
“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 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. |
“SOFR Benchmark Event” means the occurrence of one or more of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):
| (1) | a public statement or publication of information by or on behalf of the administrator of the SOFR Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the SOFR Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark (or such component); |
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| (2) | a public statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark (or such component), the central bank for the currency of the SOFR Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the SOFR Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the SOFR Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the SOFR Benchmark (or such component), which states that the administrator of the SOFR Benchmark (or such component) has ceased or will cease to provide the SOFR Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark (or such component); or |
| (3) | a public statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark announcing that the SOFR Benchmark is no longer representative. |
“SOFR Benchmark” means, initially, the SOFR Index Average, provided that if a SOFR Benchmark Event has occurred with respect to the SOFR Index Average or the then-current SOFR Benchmark, then “SOFR Benchmark” means the applicable SOFR Benchmark Replacement (as defined in the Indenture).
“SOFR Index Average” for each Floating Rate Interest Period means the value of the SOFR rates for each day during the relevant Floating Rate Interest Period as calculated by the Calculation Agent as follows:
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:
“dc” for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;
“SOFR Index” means the SOFR Index in relation to any U.S. Government Securities Business Day as published by the NY Federal Reserve on the NY Federal Reserve’s Website at the SOFR Determination Time;
“SOFR IndexEnd” means the SOFR Index value on the date that is two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding the Maturity Date) (such date a “SOFR Index Determination Date”); and
“SOFR IndexStart” means the SOFR Index value on the date that is two U.S. Government Securities Business Days preceding the first date of the relevant Floating Rate Interest Period (such date a “SOFR Index Determination Date”);
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provided that, subject to the circumstances described in Section 2.02(d) of the Ninth Supplemental Indenture, if the SOFR Index is not published on any relevant SOFR Index Determination Date and a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date has not occurred, the “SOFR Index Average” for such Floating Rate Interest Period shall be calculated by the Calculation Agent on the relevant Floating Rate Interest Determination Date as follows:
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:
“d” for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;
“do” for any SOFR Observation Period, means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;
“i” means a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Days in chronological order from (and including) the first U.S. Government Securities Business Day in the relevant SOFR Observation Period;
“ni” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, means the number of calendar days from (and including) such U.S. Government Securities Business Day “i” up to (but excluding) the following U.S. Government Securities Business Day (“i+1”); and
“SOFRi” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, is equal to SOFR in respect of that day “i”.
“SOFR Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):
| (1) | in the case of clause (1) or (2) of the definition of “SOFR Benchmark Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the SOFR Benchmark permanently or indefinitely ceases to provide the SOFR Benchmark (or such component); or |
| (2) | in the case of clause (3) of the definition of “SOFR Benchmark Event,” the date of the public statement or publication of information referenced therein. |
“SOFR Determination Time” means approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s Website on the immediately following U.S. Government Securities Business Day.
“SOFR Observation Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the second U.S. Government Securities Business Day preceding the first date in such Floating Rate Interest Period to (but excluding) the second U.S. Government Securities Business Day preceding the Floating Rate Interest Payment Date (or in the final Floating Rate Interest Period, preceding the Maturity Date) for such Floating Rate Interest Period.
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“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.
This Security may be redeemed in certain circumstances at the option of the Company as set forth in the Indenture.
None of the Trustee, the Calculation Agent or any paying agents shall be responsible or liable for any determinations, decisions or elections made by the Company (or its designee) with respect to any waivers or consequential amendments to be effected pursuant to Section 2.02(d) of the Ninth Supplemental Indenture, or any other changes and shall be entitled to rely conclusively on any certifications provided to each of them in this regard.
No consent of the Holders of the Securities shall be required in connection with effecting the relevant SOFR Benchmark Replacement as described in Section 2.02(d) of the Ninth Supplemental Indenture or such other relevant adjustments pursuant to this section, including for the execution of, or amendment to, any documents or the taking of other steps by the Company (or its designee) or any of the parties to the Indenture or Calculation Agent Agreement (if required).
By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities and each subsequent Holder and Beneficial Owner acknowledges, accepts, agrees to be bound by, and consents to, the Company’s (or its designee’s) determination of the SOFR Benchmark Replacement, as contemplated by Section 2.02(d) of the Ninth Supplemental Indenture, and to any amendment or alteration of the terms and conditions of the Securities, including an amendment of the amount of interest due on the Securities, as may be required in order to give effect to Section 2.02(d) of the Ninth Supplemental Indenture, without the need for any further consent from the Holders of the Securities. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to give effect to the SOFR Benchmark Replacement or any application of Section 2.02(d) of the Ninth Supplemental Indenture.
By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities 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 Section 2.02(d) of the Ninth Supplemental Indenture or any losses suffered in connection therewith.
Notwithstanding any other provision of Section 2.02(d) of the Ninth Supplemental Indenture, no SOFR Benchmark Replacement will be adopted, nor will the SOFR Benchmark Replacement Adjustment (as applicable) be applied, nor will any other amendments to the terms and conditions of the Securities be made, if and to the extent that, in the determination of the Company, the same could reasonably be expected to result in the exclusion of the Securities (in whole or in part) from the Company’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 Company and/or the Regulatory Group and as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations.
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Subject to applicable law, neither any Holder or Beneficial Owner of this Security nor the trustee acting on behalf of the Holders and Beneficial Owners of this Security, may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, this Security or the Indenture or any indenture supplemental thereto, and each Holder and Beneficial Owner of this Security, by virtue of its holding of any such Security or any interest therein, and the Trustee acting on behalf of the Holders or Beneficial Owners of this Security, shall be deemed to have waived all such rights of set-off, netting, compensation or retention. To the extent that any such Holder or Beneficial Owner of this Security or any interest therein nevertheless claims a right of set-off, netting, compensation or retention in respect of any such amount, whether by operation of law or otherwise, and irrespective of whether the set-off, netting, compensation or retention is effective under any applicable law, such Holder or Beneficial Owner shall, immediately transfer to the Company (or, in the event of the Company’s liquidation (upon dissolution (ontbinding) or otherwise) or a moratorium of payments (surseance van betaling), or if the Company is declared bankrupt (failliet verklaard), the liquidator or administrator of the Company, as the case may be) an amount equal to the amount which purportedly has been set off, netted, compensated or retained (such a transfer, a “Set-off Repayment”) and no rights can be derived from the notes or any interest therein until the Company (or the liquidator or administrator of the Company, as the case may be) has received in full the relevant Set-off Repayment and accordingly any such set-off, netting, compensation or retention shall be deemed not to have taken place. By its acquisition of this Security, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off. No Holder of the Securities shall be entitled to proceed directly against the Company except as provided in Section 5.07 of the Base Indenture. Irrespective of any other set-off, netting, compensation or retention agreement providing otherwise, the possibility of any set-off, netting, compensation or retention by a Holder or Beneficial Owner of this Security shall be exclusively governed by Dutch law.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, if an Event of Default (as defined herein) occurs, the outstanding principal amount of this Security, together with any accrued but unpaid interest thereon, shall become immediately due and payable, without the need of any further action on the part of the Holder of this Security; provided that the Holder’s right to receive payment upon acceleration of the outstanding principal amount of this Security shall be subject to the Company’s obtaining the permission of the Relevant Resolution Authority and/or Competent Authority, as appropriate, as set forth in Section 11.09 of the Base Indenture, provided that at the relevant time and in the relevant circumstances such permission is required. For the avoidance of doubt, no failure by the Company to pay any interest when due or to comply with any other term, obligation or condition binding upon the Company under this Security or the Indenture shall entitle the Holder to accelerate the principal amount of this Security.
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As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity.
Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
This Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
By acquiring the Securities, the Holder and each Beneficial Owner of this Security, or any interest therein, acknowledges and agrees with and for the benefit of the Company and the Trustee as follows:
| (i) | Dutch Bail-In Power. Such Holder and Beneficial Owner: |
| (a) | notwithstanding any other agreements, arrangements or understandings between the Company and such Holder or Beneficial Owner of the Securities, by acquiring any Securities, such Holder and Beneficial Owner of Securities or any interest therein acknowledges, accepts, recognizes, agrees to be bound by and consents to the exercise of any Dutch Bail-In Power by the Relevant Resolution |
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| Authority that may result in the reduction (including to zero), cancellation or write-down (whether on a permanent basis or subject to a write-up by the relevant resolution authority) of all, or a portion, of the principal amount of, or interest on, the Securities and/or the conversion of all, or a portion of, the principal amount of, or interest on, the Securities into shares or claims which may give right to shares or other instruments of ownership or other securities or other obligations of the Company or obligations of another person, including by means of a variation to the terms of the Securities (which may include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a temporary period), or that the Securities must otherwise be applied to absorb losses, or any expropriation of the Securities, in each case to give effect to the exercise by the Relevant Resolution Authority of such Dutch Bail-In Power. Such Holder and Beneficial Owner of Securities or any interest therein further acknowledges and agrees that the rights of Holders and Beneficial Owners of the Securities or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority. In addition, by acquiring any Securities, such Holder and Beneficial Owner of Securities or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the Relevant Resolution Authority of any power to vary the terms of the notes, which may include amending the interest payment dates or amount, or to suspend any payment in respect of the Securities for a temporary period; |
| (b) | acknowledges and agrees that no exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities shall give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; |
| (c) | to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities; |
| (d) | 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 or Beneficial Owners of the Securities under Section 5.15 of the Base 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 Securities have given a direction to the Trustee pursuant to Section 5.15 of the Base Indenture hereof 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 with respect to the Securities, the Securities remain outstanding (for example, if the exercise of the Dutch Bail-In Power results in only a partial conversion and/or partial write-down of the principal of the Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Ninth Supplemental Indenture; and |
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| (e) | (i) consents to the exercise of any Dutch Bail-In Power as it may be imposed without any prior notice by the Relevant Resolution Authority of its decision to exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of any Dutch Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or the Trustee. |
| (ii) | Substitution and Variation. Such Holder and Beneficial Owner and each subsequent Holder and Beneficial Owner of the Securities (i) acknowledges, accepts, agrees to be bound by, and consents to, the Company’s determination to substitute the Securities or vary the terms of the Securities as provided in the provisions of the Indenture, (ii) grants to the Company and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such Holder or Beneficial Owner, as the case may be, which is necessary or convenient to complete such substitution of the Securities or the variation of the terms of the Securities, as applicable; and (iii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Company and the Trustee for, agrees not to initiate a suit against the Company or the Trustee in respect of, and agrees that neither the Company nor the Trustee shall be liable for, any action that the Company or the Trustee takes, or abstains from taking, in either case in connection with the substitution of the Securities or the variation of the terms of the Securities at the option of the Company as provided in the provisions of the Indenture. |
| (iii) | Subsequent Investors’ Agreement. Holders or Beneficial Owners of Securities that acquire them in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the Holders or Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the Dutch Bail-In Power and the limitations on remedies specified in the Base Indenture. |
| (iv) | Waiver of Claims. Such Holder or Beneficial Owner unconditionally and irrevocably agrees to each and every provision of the Indenture and this Security and waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the Trustee arising out of its acceptance of its trusteeship for the Securities. |
| (v) | Successors and Assigns. All authority conferred or agreed to be conferred by the Holder or Beneficial Owner of this Security shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder or Beneficial Owner. |
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Form of Security
[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
BY PURCHASING THIS SECURITY, IN THE ABSENCE OF A CHANGE IN LAW OR AN ADMINISTRATIVE OR JUDICIAL RULING TO THE CONTRARY, THE HOLDER AGREES TO CHARACTERIZE THIS SECURITY FOR ALL U.S. FEDERAL INCOME TAX PURPOSES AS PROVIDED ON THE FACE OF THIS SECURITY.]
ING GROEP N.V.
5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037
| No. [ ] | $ |
CUSIP NO. 456837BV4
ISIN NO. US456837BV47
ING GROEP N.V., a holding company duly organized and existing under the laws of The Netherlands (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to , or registered assigns, the principal sum of $ ( Dollars), on March 23, 2037 (the “Maturity Date”), and to pay interest thereon from March 23, 2026 or the most recent Interest Payment Date to which interest has been paid or duly provided for, in accordance with the terms hereof. Interest shall be payable semi-annually in arrear on March 23 and September 23 in each year (each, a “Fixed Rate Interest Payment Date”), commencing on September 23, 2026 and ending on (and including) March 23, 2036 (the “Call Date”), at the rate of 5.420% per annum (the “Fixed Interest Rate”). Thereafter, interest shall be paid quarterly in arrear on June 23, 2036, September 23, 2036, December 23, 2036 and the Maturity Date (each, a “Floating Rate Interest Payment Date” and, together with the Fixed Rate Interest Payment Dates, an “Interest Payment Date”).
The interest rate for the first Floating Rate Interest Period (as defined on the reverse of this Security) will be a rate per annum equal to the sum of (A) the SOFR Index Average (as defined on the reverse of this Security), as determined on the date that is two U.S. Government Securities Business Days (as defined on the reverse of this Security) prior to the Call Date, and (B) 1.610% per annum, subject to a minimum rate of 0.00% per annum (the “Minimum Rate”). Thereafter, the interest rate for any Floating Rate Interest Period will be a rate per annum equal to the sum of (A) the SOFR Index Average, as determined on the applicable Floating Rate Interest Determination Date (as defined on the reverse of this Security), and (B) 1.610% per annum, subject to the Minimum Rate (the “Floating Interest Rate”). The Floating Interest Rate will be reset quarterly on each Floating Rate Interest Reset Date (as defined on the reverse of this Security). The Fixed Interest Rate shall be calculated on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each. The Floating Interest Rate shall be calculated on the basis of the actual number of days in each Interest Period and a year of 360 days.
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If a SOFR Benchmark Event and its related SOFR Benchmark Replacement Date (each as defined on the reverse of this Security) occurs when any interest rate on the Security (or any component part thereof) remains to be determined by reference to the SOFR Benchmark (as defined on the reverse of this Security), then the provisions of Section 2.02(d) of the Ninth Supplemental Indenture shall apply.
The interest so payable, and paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest which shall be the Business Day immediately preceding each Interest Payment Date (whether or not a Business Day).
Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose in London, United Kingdom in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.
If any scheduled Fixed Rate Interest Payment Date, the Maturity Date or any date of redemption or repayment is not a Business Day, interest and principal and/or any amount payable upon redemption of the Securities shall be payable on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after such scheduled Fixed Rate Interest Payment Date, Maturity Date or date of redemption or repayment. If any scheduled Floating Rate Interest Payment Date (other than the applicable Maturity Date or any date of redemption or repayment) is not a Business Day, 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.
This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the waiver of set-off provisions referred to herein and in Section 5.06(c) of the Base Indenture and Section 2.03 of the Ninth Supplemental Indenture, which are governed by, and construed in accordance with, Dutch law.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.
THIS SECURITY IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE NETHERLANDS.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly or through an Authenticating Agent, by manual or electronic signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.
| Date: | ING GROEP N.V. | |||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
Trustee’s Certificate of Authentication
This is one of the Securities of the series designated herein referred to in the Indenture.
| Date: | THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee | |||||
| By: | ||||||
| Authorized Signatory | ||||||
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(Reverse of Security)
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities” and each, a “Security”) issued and to be issued in one or more series under and governed by the Senior Debt Securities Indenture, dated as of March 29, 2017 (herein called the “Base Indenture”), between the Company and The Bank of New York Mellon, London Branch, as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture), as supplemented by the Ninth Supplemental Indenture, dated as of March 23, 2026 (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security, the former shall control for purposes of this Security.
This Security is one of the series designated on the face hereof, limited to a principal amount of $1,500,000,000, which amount may be increased at the option of the Company without the consent of the Holders of the Securities of this Series. References herein to “this series” mean the series designated on the face hereof.
“Bloomberg Screen SOFRRATE Page” means the Bloomberg screen designated “SOFRRATE” or any successor page or service.
“Calculation Agent” means The Bank of New York Mellon or its successor appointed by the Company pursuant to the Calculation Agent Agreement between the Company and The Bank of New York Mellon, dated March 23, 2026.
“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 Company or other members of the Group, including but not limited to any such laws, regulations, rules or requirements (including, but not limited to, the Dutch Financial Supervision Act (Wet op het financieel toezicht)) that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to the BRRD and the SRM Regulation, in each case as amended or superseded) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act (Interventiewet, as implemented in relevant statutes) and any amendments thereto, or otherwise, pursuant to which obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other instruments of ownership or other securities or obligations of the obligor or obligations of 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). Any Dutch Bail-In Power may be exercised with respect to the securities without any prior notice by the relevant resolution authority of its decision to exercise such power. Under the terms of the securities, the exercise of a Dutch Bail-In Power by the relevant resolution authority with respect to the securities will not be an Event of Default.
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“Event of Default” means (a) the Company is declared bankrupt by a court of competent jurisdiction in The Netherlands (or such other jurisdiction in which the Company may be organized), or (b) an order is made or an effective resolution is passed for the winding-up or liquidation of the Company, unless such order is made or such resolution is passed in relation to a merger, consolidation or similar transaction (i) that is permitted pursuant to Section 8.01 of the Base Indenture or (ii) with respect to which Holders of the Securities have, pursuant to Section 10.07 of the Base Indenture, waived the requirement of the Company to comply with Section 8.01 of the Base Indenture in connection with such merger, consolidation or other transaction. For the avoidance of doubt, any exercise of the Dutch Bail-In Power by the Relevant Resolution Authority shall not be an Event of Default.
“Floating Rate Interest Determination Date” means, for each Floating Rate Interest Period, the second U.S. Government Securities Business Day preceding the applicable Floating Rate Interest Reset Date (or the Call Date, with respect to the first Floating Rate Interest Reset Date).
“Floating Rate Interest Period” means the period from (and including) a Floating Rate Interest Payment Date (or the Call Date, in the case of the initial Floating Rate Interest Period) to (but excluding) the next succeeding Floating Rate Interest Payment Date.
“Floating Rate Interest Reset Date” means each of June 23, 2036, September 23, 2036 and December 23, 2036. If any Floating Rate Interest Reset Date would fall on a day that is not a Business Day, such Floating Rate Interest Reset 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 Reset Date shall be brought forward to the immediately preceding day that is a Business Day.
“NY Federal Reserve” means the Federal Reserve Bank of New York.
“NY Federal Reserve’s Website” means the website of the NY Federal Reserve, currently at www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of any successor administrator of SOFR.
“Reuters Page USDSOFR=” means the Reuters page designated “USDSOFR=” or any successor page or service.
“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 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. |
“SOFR Benchmark Event” means the occurrence of one or more of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):
| (1) | a public statement or publication of information by or on behalf of the administrator of the SOFR Benchmark (or such component) announcing that such administrator has ceased or will cease to provide the SOFR Benchmark (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark (or such component); |
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| (2) | a public statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark (or such component), the central bank for the currency of the SOFR Benchmark (or such component), an insolvency official with jurisdiction over the administrator for the SOFR Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the SOFR Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the SOFR Benchmark (or such component), which states that the administrator of the SOFR Benchmark (or such component) has ceased or will cease to provide the SOFR Benchmark (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the SOFR Benchmark (or such component); or |
| (3) | a public statement or publication of information by the regulatory supervisor for the administrator of the SOFR Benchmark announcing that the SOFR Benchmark is no longer representative. |
“SOFR Benchmark” means, initially, the SOFR Index Average, provided that if a SOFR Benchmark Event has occurred with respect to the SOFR Index Average or the then-current SOFR Benchmark, then “SOFR Benchmark” means the applicable SOFR Benchmark Replacement (as defined in the Indenture).
“SOFR Index Average” for each Floating Rate Interest Period means the value of the SOFR rates for each day during the relevant Floating Rate Interest Period as calculated by the Calculation Agent as follows:
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:
“dc” for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;
“SOFR Index” means the SOFR Index in relation to any U.S. Government Securities Business Day as published by the NY Federal Reserve on the NY Federal Reserve’s Website at the SOFR Determination Time;
“SOFR IndexEnd” means the SOFR Index value on the date that is two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date relating to such Floating Rate Interest Period (or in the final Floating Rate Interest Period, preceding the Maturity Date) (such date a “SOFR Index Determination Date”); and
“SOFR IndexStart” means the SOFR Index value on the date that is two U.S. Government Securities Business Days preceding the first date of the relevant Floating Rate Interest Period (such date a “SOFR Index Determination Date”);
provided that, subject to the circumstances described in Section 2.02(d) of the Ninth Supplemental Indenture, if the SOFR Index is not published on any relevant SOFR Index Determination Date and a SOFR Benchmark Event and its related SOFR Benchmark
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Replacement Date has not occurred, the “SOFR Index Average” for such Floating Rate Interest Period shall be calculated by the Calculation Agent on the relevant Floating Rate Interest Determination Date as follows:
with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards, where:
“d” for any SOFR Observation Period, means the number of calendar days in the relevant SOFR Observation Period;
“do” for any SOFR Observation Period, means the number of U.S. Government Securities Business Days in the relevant SOFR Observation Period;
“i” means a series of whole numbers from one to do, each representing the relevant U.S. Government Securities Business Days in chronological order from (and including) the first U.S. Government Securities Business Day in the relevant SOFR Observation Period;
“ni” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, means the number of calendar days from (and including) such U.S. Government Securities Business Day “i” up to (but excluding) the following U.S. Government Securities Business Day (“i+1”); and
“SOFRi” for any U.S. Government Securities Business Day “i” in the relevant SOFR Observation Period, is equal to SOFR in respect of that day “i”.
“SOFR Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current SOFR Benchmark (including the daily published component used in the calculation thereof):
| (1) | in the case of clause (1) or (2) of the definition of “SOFR Benchmark Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the SOFR Benchmark permanently or indefinitely ceases to provide the SOFR Benchmark (or such component); or |
| (2) | in the case of clause (3) of the definition of “SOFR Benchmark Event,” the date of the public statement or publication of information referenced therein. |
“SOFR Determination Time” means approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s Website on the immediately following U.S. Government Securities Business Day.
“SOFR Observation Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the second U.S. Government Securities Business Day preceding the first date in such Floating Rate Interest Period to (but excluding) the second U.S. Government Securities Business Day preceding the Floating Rate Interest Payment Date (or in the final Floating Rate Interest Period, preceding the Maturity Date) for such Floating Rate Interest Period.
“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.
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This Security may be redeemed in certain circumstances at the option of the Company as set forth in the Indenture.
None of the Trustee, the Calculation Agent or any paying agents shall be responsible or liable for any determinations, decisions or elections made by the Company (or its designee) with respect to any waivers or consequential amendments to be effected pursuant to Section 2.02(d) of the Ninth Supplemental Indenture, or any other changes and shall be entitled to rely conclusively on any certifications provided to each of them in this regard.
No consent of the Holders of the Securities shall be required in connection with effecting the relevant SOFR Benchmark Replacement as described in Section 2.02(d) of the Ninth Supplemental Indenture or such other relevant adjustments pursuant to this section, including for the execution of, or amendment to, any documents or the taking of other steps by the Company (or its designee) or any of the parties to the Indenture or Calculation Agent Agreement (if required).
By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities and each subsequent Holder and Beneficial Owner acknowledges, accepts, agrees to be bound by, and consents to, the Company’s (or its designee’s) determination of the SOFR Benchmark Replacement, as contemplated by Section 2.02(d) of the Ninth Supplemental Indenture, and to any amendment or alteration of the terms and conditions of the Securities, including an amendment of the amount of interest due on the Securities, as may be required in order to give effect to Section 2.02(d) of the Ninth Supplemental Indenture, without the need for any further consent from the Holders of the Securities. The Trustee shall be entitled to rely on this deemed consent in connection with any supplemental indenture or amendment which may be necessary to give effect to the SOFR Benchmark Replacement or any application of Section 2.02(d) of the Ninth Supplemental Indenture.
By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities 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 Section 2.02(d) of the Ninth Supplemental Indenture or any losses suffered in connection therewith.
Notwithstanding any other provision of Section 2.02(d) of the Ninth Supplemental Indenture, no SOFR Benchmark Replacement will be adopted, nor will the SOFR Benchmark Replacement Adjustment (as applicable) be applied, nor will any other amendments to the terms and conditions of the Securities be made, if and to the extent that, in the determination of the Company, the same could reasonably be expected to result in the exclusion of the Securities (in whole or in part) from the Company’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 Company and/or the Regulatory Group and as determined in accordance with, and pursuant to, the relevant Loss Absorption Regulations.
Subject to applicable law, neither any Holder or Beneficial Owner of this Security nor the trustee acting on behalf of the Holders and Beneficial Owners of this Security, may exercise, claim or plead any right of set-off, netting, compensation or retention in respect of any amount owed to it by the Company in respect of, or arising under, or in connection with, this Security or the Indenture or any
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indenture supplemental thereto, and each Holder and Beneficial Owner of this Security, by virtue of its holding of any such Security or any interest therein, and the Trustee acting on behalf of the Holders or Beneficial Owners of this Security, shall be deemed to have waived all such rights of set-off, netting, compensation or retention. To the extent that any such Holder or Beneficial Owner of this Security or any interest therein nevertheless claims a right of set-off, netting, compensation or retention in respect of any such amount, whether by operation of law or otherwise, and irrespective of whether the set-off, netting, compensation or retention is effective under any applicable law, such Holder or Beneficial Owner shall, immediately transfer to the Company (or, in the event of the Company’s liquidation (upon dissolution (ontbinding) or otherwise) or a moratorium of payments (surseance van betaling), or if the Company is declared bankrupt (failliet verklaard), the liquidator or administrator of the Company, as the case may be) an amount equal to the amount which purportedly has been set off, netted, compensated or retained (such a transfer, a “Set-off Repayment”) and no rights can be derived from the notes or any interest therein until the Company (or the liquidator or administrator of the Company, as the case may be) has received in full the relevant Set-off Repayment and accordingly any such set-off, netting, compensation or retention shall be deemed not to have taken place. By its acquisition of this Security, each Holder and Beneficial Owner agrees to be bound by these provisions relating to waiver of set-off. No Holder of the Securities shall be entitled to proceed directly against the Company except as provided in Section 5.07 of the Base Indenture. Irrespective of any other set-off, netting, compensation or retention agreement providing otherwise, the possibility of any set-off, netting, compensation or retention by a Holder or Beneficial Owner of this Security shall be exclusively governed by Dutch law.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities then Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of a majority in aggregate principal amount of the Securities of each series then Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past Defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, if an Event of Default (as defined herein) occurs, the outstanding principal amount of this Security, together with any accrued but unpaid interest thereon, shall become immediately due and payable, without the need of any further action on the part of the Holder of this Security; provided that the Holder’s right to receive payment upon acceleration of the outstanding principal amount of this Security shall be subject to the Company’s obtaining the permission of the Relevant Resolution Authority and/or Competent Authority, as appropriate, as set forth in Section 11.09 of the Base Indenture, provided that at the relevant time and in the relevant circumstances such permission is required. For the avoidance of doubt, no failure by the Company to pay any interest when due or to comply with any other term, obligation or condition binding upon the Company under this Security or the Indenture shall entitle the Holder to accelerate the principal amount of this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Default with respect to the Securities of this series, the Holders of not less than 25% in aggregate principal amount of the Securities of this series
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then Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Default as Trustee and offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities to be incurred in compliance with such request, the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series then Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for sixty (60) days after receipt of such notice, request and offer of indemnity.
Notwithstanding any contrary provisions in this Security, nothing shall impair the right of a Holder of this Security under the Trust Indenture Act, absent such Holder’s consent, to sue for any payments due but unpaid with respect to this Security.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of this Security is payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing. Thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
This Securities of this series are issuable only in registered form without coupons in denominations of $200,000 and integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities are exchangeable for a like aggregate principal amount of Securities of a different authorized denomination, as requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
By acquiring the Securities, the Holder and each Beneficial Owner of this Security, or any interest therein, acknowledges and agrees with and for the benefit of the Company and the Trustee as follows:
(i) Dutch Bail-In Power. Such Holder and Beneficial Owner:
| (a) | notwithstanding any other agreements, arrangements or understandings between the Company and such Holder or Beneficial Owner of the Securities, by acquiring any Securities, such Holder and Beneficial Owner of Securities or any interest therein acknowledges, accepts, recognizes, agrees to be bound by and consents to the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority that may result in the reduction (including to zero), cancellation or write-down (whether on a permanent basis or subject to a write-up by the |
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| relevant resolution authority) of all, or a portion, of the principal amount of, or interest on, the Securities and/or the conversion of all, or a portion of, the principal amount of, or interest on, the Securities into shares or claims which may give right to shares or other instruments of ownership or other securities or other obligations of the Company or obligations of another person, including by means of a variation to the terms of the Securities (which may include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a temporary period), or that the Securities must otherwise be applied to absorb losses, or any expropriation of the Securities, in each case to give effect to the exercise by the Relevant Resolution Authority of such Dutch Bail-In Power. Such Holder and Beneficial Owner of Securities or any interest therein further acknowledges and agrees that the rights of Holders and Beneficial Owners of the Securities or any interest therein are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-In Power by the Relevant Resolution Authority. In addition, by acquiring any Securities, such Holder and Beneficial Owner of Securities or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the Relevant Resolution Authority of any power to vary the terms of the notes, which may include amending the interest payment dates or amount, or to suspend any payment in respect of the Securities for a temporary period; |
| (b) | acknowledges and agrees that no exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities shall give rise to a default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; |
| (c) | to the extent permitted by the Trust Indenture Act, waives any and all claims against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-In Power by the Relevant Resolution Authority with respect to the Securities; |
| (d) | 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 or Beneficial Owners of the Securities under Section 5.15 of the Base 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 Securities have given a direction to the Trustee pursuant to Section 5.15 of the Base Indenture hereof 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 with respect to the Securities, the Securities remain outstanding (for example, if the exercise of the Dutch Bail-In Power results in only a partial conversion and/or partial write-down of the principal of the Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Ninth Supplemental Indenture; and |
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| (e) | (i) consents to the exercise of any Dutch Bail-In Power as it may be imposed without any prior notice by the Relevant Resolution Authority of its decision to exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds the Securities to take any and all necessary action, if required, to implement the exercise of any Dutch Bail-In Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner or the Trustee. |
| (ii) | Substitution and Variation. Such Holder and Beneficial Owner and each subsequent Holder and Beneficial Owner of the Securities (i) acknowledges, accepts, agrees to be bound by, and consents to, the Company’s determination to substitute the Securities or vary the terms of the Securities as provided in the provisions of the Indenture, (ii) grants to the Company and the Trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such Holder or Beneficial Owner, as the case may be, which is necessary or convenient to complete such substitution of the Securities or the variation of the terms of the Securities, as applicable; and (iii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Company and the Trustee for, agrees not to initiate a suit against the Company or the Trustee in respect of, and agrees that neither the Company nor the Trustee shall be liable for, any action that the Company or the Trustee takes, or abstains from taking, in either case in connection with the substitution of the Securities or the variation of the terms of the Securities at the option of the Company as provided in the provisions of the Indenture. |
| (iii) | Subsequent Investors’ Agreement. Holders or Beneficial Owners of Securities that acquire them in the secondary market shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein to the same extent as the Holders or Beneficial Owners of the Securities that acquire the Securities upon their initial issuance, including, without limitation, with respect to the acknowledgement and agreement to be bound by and consent to the terms of the Securities, including in relation to the Dutch Bail-In Power and the limitations on remedies specified in the Base Indenture. |
| (iv) | Waiver of Claims. Such Holder or Beneficial Owner unconditionally and irrevocably agrees to each and every provision of the Indenture and this Security and waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the Trustee arising out of its acceptance of its trusteeship for the Securities. |
| (v) | Successors and Assigns. All authority conferred or agreed to be conferred by the Holder or Beneficial Owner of this Security shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder or Beneficial Owner. |
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Exhibit 5.1
|
Linklaters LLP World Trade Centre Amsterdam Zuidplein 180 1077 XV Amsterdam Telephone (31 20) 799 6200 Facsimile (31 20) 799 6300 |
To:
ING Groep N.V.
Bijlmerdreef 106
1102 CT Amsterdam
The Netherlands
23 March 2026
ING Groep N.V. (the “Company”) – SEC Registration of U.S.$1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 and U.S.$1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037 (together, the “Notes”)
| 1 | We have acted as Dutch legal advisers to the Company in connection with the registration (the “Registration”) by the Company under the United States Securities Act of 1933 (as amended) (the “Securities Act”) of the Notes. |
| 2 | This opinion is limited to Dutch law as applied by the Dutch courts and published in print and in effect on the date of this opinion, excluding tax law, the laws of the European Union (insofar as not implemented or incorporated in Dutch law), market abuse and competition (including state aid) and procurement laws. This opinion is given on the basis that we undertake no responsibility to notify any addressee of this opinion of any change in Dutch law after the date of this opinion. It is given in accordance with customary Dutch legal practice and on the basis that it and all matters relating to it will be governed by and construed in accordance with Dutch law. In this opinion, Dutch legal concepts are expressed in English terms and not in their original Dutch terms. The Dutch concepts concerned may not be identical to the concepts described by the English terms as they may exist or be interpreted under the laws of jurisdictions other than the Netherlands. |
| 3 | For the purpose of this opinion we have examined the documents listed and, where appropriate, defined (together with certain other terms used herein) in the Schedule to this letter. Our examination has been limited to the text of the documents. In addition we have obtained the following confirmations given by telephone or otherwise on the date of this opinion: |
| 3.1 | Confirmation from the Chamber of Commerce that the Trade Register Extract is up to date in all respects material for this opinion. |
| 3.2 | Confirmation from the central insolvency register (centraal insolventieregister) that the Company is not registered as having been declared bankrupt (failliet verklaard) or granted suspension of payments (surseance verleend) or preparing a public pre-insolvency scheme (openbare akkoordprocedure). |
This communication is confidential and may be privileged or otherwise protected by work product immunity.
Linklaters LLP is a limited liability partnership registered in England and Wales with registered number OC326345. It is a law firm authorised and regulated by the Solicitors Regulation Authority. The term partner in relation to Linklaters LLP is used to refer to a member of Linklaters LLP or an employee or consultant of Linklaters LLP or any of its affiliated firms or entities with equivalent standing and qualifications. A list of the names of the members of Linklaters LLP together with a list of those non-members who are designated as partners and their professional qualifications is open to inspection at its registered office, One Silk Street, London EC2Y 8HQ, England or on www.linklaters.com and such persons are either solicitors, registered foreign lawyers or European lawyers. Linklaters LLP is also registered with the Dutch Trade Register of the Chamber of Commerce under number 34367130.
Please refer to www.linklaters.com/regulation for important information on our regulatory position.
| 4 | We have assumed the following: |
| 4.1 | All copy documents conform to the originals and all originals are genuine and complete. |
| 4.2 | Each signature is the genuine signature of the individual concerned and, if an electronic signature (elektronische handtekening), it was placed by the person whose electronic signature it purports to be or upon such person’s instruction. |
| 4.3 | All documents were at their date, and have through the date hereof remained, accurate, complete and in full force and effect without modification, and have been or will have been executed in the same form as examined by us for the purposes of this opinion and, in the case of the Notes, authenticated, effectuated, issued, accepted and paid for in compliance with the Indenture. All confirmations referred to in paragraph 3 are true. |
| 4.4 | The Company has not (i) had its assets placed under administration (onder bewind gesteld), (ii) been dissolved (ontbonden), merged (gefuseerd) or split up (gesplitst), (iii) been subjected to any prevention, intervention or resolution measure or any recovery or resolution tool, power, action or other measure or proceeding however described under or pursuant to the Dutch Financial Supervision Act (Wet op het financieel toezicht) or applicable European regulation (including without limitation Directive 2014/59/EU of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions (the Bank Recovery and Resolution Directive) or Regulation (EU) No. 806/2014 (the Single Resolution Mechanism Regulation)) (collectively, “Measures”) or any one of the reorganisation measures or winding-up proceedings meant in Directive 2001/24/EC of 4 April 2001 on the Reorganisation and Winding-Up of Credit Institutions or (iv) registered itself as preparing for a pre-insolvency scheme (akkoord) or been subjected to any one of the insolvency and winding-up proceedings listed in Annex A to Regulation (EU) 2015/848 on insolvency proceedings (recast) or to the appointment of a restructuring expert (herstructureringsdeskundige) (“Insolvency Proceedings”, including, inter alia, bankruptcy (faillissement)). |
| 4.5 | The entry into and performance of the Indenture and the transactions contemplated thereby, including the issue of Notes, are conducive to the corporate objects and in the interest of the Company. |
| 4.6 | The Resolutions have been duly adopted in duly convened, constituted and quorate meetings referred to therein, the Resolutions comply with the requirements of reasonableness and fairness (redelijkheid en billijkheid) under Dutch law, and any conditions and limitations contained therein have been or will have been complied with, including that the issue and listing of the Notes falls within the Resolutions and any limits therein. |
| 4.7 | No advice is required from any works council in connection with the Company’s entry into and performance of the Indenture and issue and performance of the Notes. |
| 4.8 | The Indenture has been, and any powers of attorney and the Notes have been or will have been, signed on behalf of the Company by two members of its management board acting jointly or by a member of its management board acting jointly with an authorised representative as referred to in article 22.3 of its articles of association or by a person or persons duly authorised to do so under a valid power of attorney, if in facsimile with the approval of the signatory. |
| 4.9 | No member of the Company’s management board or supervisory board has a conflict of interest (tegenstrijdig belang) with respect to the Registration, the Notes or the Indenture (or the transactions contemplated thereby). |
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| 4.10 | All documents and their entry into and performance are within the capacity and powers (corporate and otherwise) of, and have been or will have been validly authorised, entered into and duly performed by, each party thereto other than the Company. |
| 4.11 | All documents (including the Notes), including any governing law and submission to jurisdiction provisions contained therein, are valid, binding and enforceable on each party (including the Company) under the law to which they are expressed to be subject where that is not Dutch law, and under any applicable law other than Dutch law. Words and phrases used in those documents have the same meaning and effect as they would if those documents were governed by Dutch law. |
| 4.12 | Insofar as any obligation of the Company under the Indenture or the Notes falls to be performed in, or is otherwise affected by the laws of, any jurisdiction other than the Netherlands, its performance would not be illegal or ineffective under the laws of that jurisdiction. |
| 4.13 | There are no provisions of any law, other than Dutch law, which may apply to the Notes or the Indenture (or the transactions contemplated thereby) or to any power of attorney issued by the Company, which would affect this opinion. |
| 4.14 | The Company does not and will not come to qualify as a bank within the meaning of the Dutch Financial Supervision Act or credit institution as defined in Council Regulation (EU) No 575/2013 (the Capital Requirements Regulation). |
| 5 | In our opinion: |
| 5.1 | The Company has been incorporated and is existing as a limited liability company (naamloze vennootschap) under Dutch law. |
| 5.2 | The Company has the corporate power to issue and perform the Notes. |
| 5.3 | The Company has taken all necessary corporate action to authorise the issue of the Notes. |
| 5.4 | Under Dutch law and in accordance with and subject to Regulation (EC) No 593/2008 on the law applicable to contractual obligations (the “Rome I Regulation”), the choice of New York law as the governing law of the Indenture and the Notes (with the exception of Section 5.06(c) of the Original Indenture and Section 2.03 of the Supplemental Indenture, together the “Dutch Law Provisions”) is recognised as a valid choice of law, and accordingly New York law governs the validity, binding effect and enforceability of the Indenture and the Notes (with the exception of the Dutch Law Provisions) against the Company. |
| 5.5 | Under Dutch law and in accordance with and subject to the Rome I Regulation, the choice of Dutch law as the governing law of the Dutch Law Provisions is recognised as a valid choice of law, and under Dutch law the Dutch Law Provisions are valid, binding and enforceable. |
| 6 | This opinion is subject to any matters not disclosed to us and to the following qualifications: |
| 6.1 | The term “enforceable” as used above, or any other reference by whatever term to enforcement, means that the obligations assumed by the relevant party under the relevant document are of a type which the Dutch courts enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms. We do not express any opinion as to whether specific performance or injunctive relief would be available. |
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| 6.2 | This opinion is limited by, and therefore we do not express any opinion or statement as to the consequences of, any Insolvency Proceeding, Measure, resolution, insolvency, liquidation (ontbinding en vereffening), reorganisation, fraudulent conveyance (Actio Pauliana) and other laws relating to or affecting the rights of creditors, and any sanctions and measures implemented or effective in the Netherlands under the Sanctions Act 1977 (Sanctiewet 1977) or European Union regulations or otherwise by international sanctions. |
| 6.3 | Under Dutch law, a power of attorney does not preclude the principal from performing the legal acts covered by the power of attorney and can be made irrevocable only insofar as it is granted for the purpose of performing a legal act in the interest of the attorney or a third party and subject to any amendments made or limitations imposed by the court on serious grounds (gewichtige redenen). Each power of attorney (volmacht) or mandate (lastgeving), whether or not irrevocable, granted by a company, will terminate by force of law and without notice, upon bankruptcy of the company or the death of or termination by the attorney or the attorney being placed under guardianship or the attorney being disqualified as a director of the company, and will cease to have effect upon the company having been granted a suspension of payments or subjected to Measures. This qualification would also apply to the extent that the appointment of a process agent or other agent were to be deemed to constitute a power of attorney or a mandate. |
| 6.4 | Under Dutch law, when applying Dutch law as the law governing the Dutch Law Provisions, effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of the Dutch Law Provisions have to be or have been performed, in so far as those provisions render the performance of the Dutch Law Provisions unlawful, and regard shall be had to the law of the country in which performance takes place in relation to the manner of performance and the steps to be taken in the event of defective performance. |
| 6.5 | A provision of an agreement which stipulates that certain documents or determinations are conclusive, final or binding may not be enforceable in all circumstances. |
| 6.6 | A provision in an agreement requiring, forbidding or restricting a company to take any action that falls within the powers of its general meeting, or similar corporate body, may not be enforceable. |
| 6.7 | We do not express any opinion as to any “deemed” action or absence thereof. |
| 6.8 | The rights and obligations of parties under the Dutch Law Provisions may be affected by general rules of Dutch law such as (i) the principles of reasonableness and fairness (redelijkheid en billijkheid) and modification on grounds of unforeseen circumstances (onvoorziene omstandigheden), (ii) avoidance on grounds of intimidation (bedreiging), deceit (bedrog) or abuse of circumstances (misbruik van omstandigheden) and (iii) force majeure (niet-toerekenbare tekortkoming of overmacht), the right to suspend performance (opschortingsrecht) or dissolve (ontbinding) a contract if the other party is in default in respect of its obligations, the right to set off (verrekening) and the right to avoid a contract on grounds of mistake (dwaling). |
| 6.9 | To the extent Dutch law applies, an indemnity will not be enforceable if the damage, loss, cost, liability or expense against which a person or legal entity is indemnified is a result of wilful misconduct or gross negligence of such person or entity or if such person or entity did not act in good faith. |
| 6.10 | Under Dutch law any term of an agreement may be amended orally or by conduct by the parties despite any provision in the agreement to the contrary. |
| 6.11 | Under Dutch law any provision of an agreement on partial nullity may not be effective if the remaining provisions of the agreement, having regard to the contents and intent of the agreement, are indissolubly connected to the part that is or has become null and void. |
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| 6.12 | Dutch law does not know the concept of trust as this is known under common law, nor the concept of suspense account, and we do not express any opinion in respect thereof. Any provision pursuant to which moneys or goods are to be held in trust by one party for another party or are to be segregated from the other assets of the party concerned (or provisions having a similar intended effect) may not be enforceable in the Netherlands. |
| 6.13 | To the extent Dutch law applies, any provision to the effect that no holder of a Note shall have any right to institute any action or proceeding, judicial or otherwise, with respect to the Notes or the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, may not be enforceable in all circumstances. |
| 6.14 | To the extent Dutch law applies, any provision to the effect that in any proceedings initiated by the Trustee, the Trustee shall be held to represent all holders of the Notes to which such proceedings relate, and that it shall not be necessary to make any holders of Notes party to such proceedings, may not be enforceable in all circumstances. |
| 6.15 | The enforcement in the Netherlands of the Indenture, the Notes and foreign judgments will be subject to Dutch rules of civil procedure. A Dutch court may mitigate amounts due in respect of litigation and collection costs. |
| 6.16 | A Dutch court may decline jurisdiction if concurrent proceedings are being brought elsewhere. We express no opinion on competing judgments resulting from any concurrent proceedings. |
| 6.17 | Claims may become barred by limitation periods or may be or become subject to set-off or counterclaim. |
| 6.18 | The admissibility of a choice of jurisdiction (such as for courts in the United States) and the procedural consequences of such choice are determined by the laws of the chosen jurisdiction. |
| 6.19 | In proceedings before a court of the Netherlands the service of process against the Company other than by personal delivery by a bailiff of the courts of the Netherlands (gerechtsdeurwaarder) and in accordance with the applicable treaties will not be considered by the court to constitute valid service of process, notwithstanding any provision to the contrary in the Indenture. It is further noted that there is no Dutch authoritative case law on recognition of a foreign decision in the Netherlands (either within or outside Regulation (EU) No. 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (recast)) in the case that service of process has only been performed at the domicile of a process agent and not at the domicile of the defendant. In such case there is a risk that the Dutch court, if the defendant failed to appear in the foreign court, will decide that no proper service of process has taken place, and deny recognition of the foreign decision in the Netherlands. |
| 6.20 | To the extent that Dutch law applies to the transfer of title to a Note, this requires delivery (levering) pursuant to a valid agreement (geldige titel) by a transferor who has power to pass on title to the relevant Note (beschikkingsbevoegdheid). |
| 6.21 | To the extent that Dutch law is applicable to the Notes or any transfer thereof, any provision to the effect that the holder or registered holder of a Note may be treated as the absolute owner thereof or solely entitled thereto may not be enforceable in all circumstances. |
| 6.22 | We do not express any opinion as to any co-ownership interest in, or transfer of, any Note. |
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| 6.23 | To the extent that the provisions of the Indenture or the Notes are general conditions (algemene voorwaarden) within the meaning of Section 6:231 of the Dutch Civil Code, a Noteholder may nullify (vernietigen) a provision therein if (i) the Company has not offered the holder of the Note a reasonable opportunity to examine the same or (ii) the provision, having regard to all relevant circumstances, is unreasonably onerous (onredelijk bezwarend) to the holder of the Note. |
| 6.24 | To the extent Dutch law applies, if the Company acquires Notes those will be cancelled by operation of law. |
| 6.25 | We do not express any opinion as to the capital adequacy or other regulatory treatment or resolution treatment of the Notes. Any redemption of the Notes prior to maturity may require prior permission of the relevant authority. |
| 6.26 | It should be understood that we have not been responsible for investigating or verifying the accuracy of the facts or the reasonableness of any statements of belief or opinion contained in the Prospectus or the Prospectus Supplement, or that no material facts have been omitted from such documents. |
| 6.27 | The Trade Register Extract and the confirmations referred to in paragraph 3 do not provide conclusive evidence that the information set out in the Trade Register Extract is correct or that the Company has not become the subject of an Insolvency Proceeding or Measure. |
| 6.28 | We do not express any opinion as to facts. |
| 7 | This opinion is addressed to you solely for your benefit in connection with the Registration. It is not to be transmitted to anyone else or for any other purpose or quoted or referred to in any public document or filed with anyone without our prior written consent. We hereby consent to the filing of this opinion as an exhibit to the Prospectus Supplement and to the reference to us made under the heading “Validity of Notes” in the Prospectus Supplement. In giving this consent we do not admit that we are within the category of persons whose consent is required within Section 7 of the Securities Act or the rules and regulations of the United States Securities and Exchange Commission thereunder. |
| Yours faithfully |
| /s/ Linklaters LLP |
| Linklaters LLP |
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Schedule
| 1 | An electronic certified copy of an extract from the trade register obtained from the chamber of commerce (the “Chamber of Commerce”) regarding the Company dated 20 March 2026 (the “Trade Register Extract”). |
| 2 | An electronic copy of a notarial copy of the Company’s deed of incorporation dated 21 January 1991 and of its articles of association as most recently amended on 12 May 2022, both as obtained from and according to the Chamber of Commerce. |
| 3 | An electronic copy of an extract of the approvals and notifications paper submitted to the management board of the Company for its meeting held on 23 January 2026 including resolutions to be adopted by the Company’s management board in such meeting and of an e-mail from the Corporate Secretary to the Company’s executive board and management board dated 29 January 2026 confirming such approval by the Company’s management board; and a copy of an e-mail from the Corporate Secretary to the Company’s supervisory board dated 29 January 2026 confirming the approval by the supervisory board of the Company during its meeting held on 28 January 2026 of the aforementioned resolutions adopted by the Company’s management board (together, the “Resolutions”). |
| 4 | An electronic copy of a prospectus (the “Prospectus”) of the Company dated 24 April 2025 in relation to, inter alia, debt securities, as filed with the United States Securities and Exchange Commission, but excluding any documents incorporated by reference in it and any exhibits to it. |
| 5 | An electronic copy of the prospectus supplement dated as of 16 March 2026 of the Company in relation to the Notes (the “Prospectus Supplement”). |
| 6 | An electronic copy of an executed senior debt securities indenture dated as of 29 March 2017 (the “Original Indenture”) between the Company as issuer and The Bank of New York Mellon London Branch as trustee (the “Trustee”), as supplemented and amended by a ninth supplemental indenture between the same parties and dated 23 March 2026 (the “Supplemental Indenture” and together with the Original Indenture, the “Indenture”) relating to the Notes, including the terms and conditions of the Notes. |
References to “documents” are to any and all documents mentioned in this Schedule including the Notes, unless the context requires otherwise.
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Exhibit 5.2
[Letterhead of Sullivan & Cromwell LLP]
March 23, 2026
ING Groep N.V.,
Bijlmerdreef 106,
1102 CT Amsterdam,
The Netherlands.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of $1,500,000,000 aggregate principal amount of the Company’s 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 (the “2032 Notes”) and $1,500,000,000 aggregate principal amount of the Company’s 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037 (the “2037 Notes” and, together with the 2032 Notes, the “Securities”), each of ING Groep N.V., a company organized under the laws of The Netherlands (the “Company”), issued in global form pursuant to the Senior Debt Securities Indenture, dated as of March 29, 2017 (as amended from time to time,the “Senior Debt Securities Indenture”) between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”), as supplemented and amended by the Ninth Supplemental Indenture, dated as of March 23, 2026, (the “Supplemental Indenture” and, together with the Senior Debt Securities Indenture, the “Indenture”), we, as your United States counsel, have examined such corporate records, certificates and other documents, and such questions of United States federal and New York state law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, the Securities constitute valid and legally binding obligations of the Issuer, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; provided, however, that we express no opinion with respect to Section 5.06(c) of the Senior Debt Securities Indenture, Section 2.03 of the Supplemental Indenture or the waiver of set-off provisions of the Securities, which are expressly stated to be governed by the laws of The Netherlands.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. For the purposes of our opinion, we have assumed, without independent verification, that (i) the Company has been duly incorporated and is an existing company organized under the laws of The Netherlands, (ii) each of the
| ING Groep N.V. | -2- |
Supplemental Indenture and the Senior Debt Securities Indenture has been duly authorized, executed and delivered in accordance with the laws of The Netherlands and (iii) the Securities have been duly authorized, executed and delivered in accordance with the laws of The Netherlands. With respect to all matters of Dutch law, we note that you are being provided with the opinion, dated the date hereof, of Linklaters LLP, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Linklaters LLP.
We have relied as to certain factual matters on information obtained from public officials, officers of the Issuer and other sources believed by us to be responsible, and we have assumed, without independent verification, that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimen examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in the Company’s Registration Statement on Form F-3 (File No. 333-286734) (the “Registration Statement”) or any related prospectus or other offering material regarding the Company or the Securities or their offering and sale.
We hereby consent to the filing of this opinion as an exhibit to a Form 6-K to be incorporated by reference into the Registration Statement and to the reference to us under the heading “Validity of Notes” in the Prospectus Supplement, dated March 16, 2026, and under the heading “Validity of the Securities” in the Prospectus, dated April 24, 2025, pursuant to which the Securities are being offered for sale. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| /s/ Sullivan & Cromwell LLP |
Exhibit 8.1
Private and Confidential
ING Groep N.V.
Bijlmerdreef 106
1102 CT AMSTERDAM
March 23, 2026
Reference: NLE00002996.1.1/RVS/RVE/HZU
| Subject: | ING Groep N.V. – Registration of $1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 and $1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037 |
Dear Sir/Madam,
PricewaterhouseCoopers Belastingadviseurs N.V. (“PwC”) has acted as tax counsel to ING Groep N.V. (the “Issuer”) in connection with the registration under the Securities Act of 1933 (the “Act”) of $1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 (“2032 Fixed-to-Floating Rate Notes”) and $1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037 (“2037 Fixed-to-Floating Rate Notes” and, together with the 2032 Fixed-to-Floating Rate Notes: the “Securities”).
PwC hereby confirms to you its opinion as set forth under the caption “Dutch Tax Considerations” in the prospectus supplement dated March 16, 2026 (the “Prospectus Supplement”) to the prospectus dated April 24, 2025, included in the Registration Statement on Form F-3 relating to the Securities, is correct in all material respects.
PwC hereby consents to the filing of this letter as an exhibit to the Registration Statement and the reference to PwC under the heading “Dutch Tax Considerations” in the Prospectus Supplement. In giving such consent, PwC does not admit that it is in the category of persons whose consent is required under Section 7 of the Act.
Yours sincerely,
PricewaterhouseCoopers Belastingadviseurs N.V.
PricewaterhouseCoopers Belastingadviseurs N.V., Thomas R. Malthusstraat 5, 1066 JR Amsterdam,
P.O. Box 90358, 1006 BJ Amsterdam, The Netherlands
T: +31 (0) 88 792 43 46, F: +31 (0) 88 792 96 40, www.pwc.nl
‘PwC’ is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287), PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial & Insurance Services B.V. (Chamber of Commerce 54226368), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other companies operate and provide services. These services are governed by General Terms and Conditions (‘algemene voorwaarden’), which include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase (‘algemene inkoopvoorwaarden’). At www.pwc.nl more detailed information on these companies is available, including these General Terms and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.
| /s/ R. van Scharrenburg | /s/ R.L. Vermeulen | |
| R. van Scharrenburg | R.L. Vermeulen |
ING Groep N.V., March 23, 2026, NLE00002996.1.1/RVS/RVE/HZU.
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Exhibit 8.2
[Letterhead of Sullivan & Cromwell LLP]
March 23, 2026
ING Groep N.V.,
Bijlmerdreef 106,
1102 CT Amsterdam,
The Netherlands.
Ladies and Gentlemen:
We have acted as your United States federal income tax counsel in connection with the registration under the Securities Act of 1933 (the “Act”) of $1,500,000,000 4.803% Callable Fixed-to-Floating Rate Senior Notes due 2032 and $1,500,000,000 5.420% Callable Fixed-to-Floating Rate Senior Notes due 2037. We hereby confirm to you that our opinion as to United States federal income tax matters is as set forth under the heading “U.S. Federal Income Tax Considerations” in the Prospectus Supplement dated March 16, 2026 (the “Prospectus Supplement”) to the Prospectus dated April 24, 2025, included in the Registration Statement on Form F-3 filed on April 24, 2025 (the “Registration Statement”).
We hereby consent to the filing of this opinion as an exhibit to a Form 6-K to be incorporated by reference into the Registration Statement and to the reference to us under the heading “U.S. Federal Income Tax Considerations” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| /s/ Sullivan & Cromwell LLP |