ING GROEP NV (Form: 6-K, Received: 09/14/2021 15:50:34)

THE BANK OF NEW YORK MELLON, LONDON BRANCH

As Trustee

Authorized Signatory

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 September 14, 2021

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 ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T rule 101(b)(7): ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-248407) OF ING GROEP N.V. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.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:

Exhibit No.


1.1		Underwriting Agreement among ING Groep N.V. and ING Financial Markets LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc. and Standard Chartered Bank AG, as representatives of the several underwriters named therein, dated September 7, 2021.

4.1		Fourth Supplemental Indenture between ING Groep N.V. and The Bank of New York Mellon, London Branch, as trustee, dated September 14, 2021, in respect of the $1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities and the $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities.

4.2		Form of Global Security for the $1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (included in Exhibit A-1 to Exhibit 4.1 hereof).

4.3		Form of Global Security for the $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (included in Exhibit A-2 to Exhibit 4.1 hereof).

5.1		Opinion of Linklaters LLP, Dutch counsel to ING Groep N.V., as to the validity of the securities.

5.2		Opinion of Sullivan & Cromwell LLP, U.S. counsel to ING Groep N.V., as to the validity of the securities.

8.1		Opinion of PwC Belastingadviseurs N.V. as to certain matters of Dutch taxation.

8.2		Opinion of Sullivan & Cromwell LLP as to certain matters of U.S. taxation.

23.1		Consent of Linklaters LLP (included in Exhibit 5.1 hereof).

23.2		Consent of Sullivan & Cromwell LLP (included in Exhibit 5.2 and Exhibit 8.2 hereof).

23.3		Consent of PricewaterhouseCoopers Belastingadviseurs N.V. (included in Exhibit 8.1 hereof).

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/ K.I.D. Tuinstra
		Name: K.I.D. Tuinstra Title: Authorized Signatory

By:		/s/ P.G. van der Linde
		Name: P.G. van der Linde Title: Authorized Signatory

Dated: September 14, 2021

Exhibit 1.1

Execution Version

ING GROEP N.V.

UNDERWRITING AGREEMENT

DATED: SEPTEMBER 7, 2021

TABLE OF CONTENTS


		Page
1.	Representations and Warranties by the Company		3
2.	Sale and Delivery to Underwriters; Closing		10
3.	Covenants of the Company		12
4.	Payment of Expenses		16
5.	Conditions of Underwriters’ Obligations		16
6.	Indemnification		19
7.	Contribution		21
8.	Representations, Warranties and Agreements to Survive Delivery		23
9.	Termination of Agreement		23
10.	Default by one or more of the Underwriters		24
11.	Arm’s Length Relationship; No Fiduciary Duty		24
12.	Notices		24
13.	Parties		25
14.	Governing Law, Submission to Jurisdiction		25
15.	Judgment Currency		26
16.	Recognition of the U.S. Special Resolution Regimes		26
17.	Contractual Recognition of Bail-in Powers		27
18.	Acknowledgment of BRRD Stay Powers		28
19.	Acknowledgment Relating to EEA Manufacturer Responsibilities		29
20.	Acknowledgment Relating to UK Manufacturer Responsibilities		29
21.	Effect of Headings		29


Schedule 1
Underwriters			33
Schedule 2
Issuer Free Writing Prospectus			34
Schedule 3
Final Term Sheets ING GROEP N.V.			35
Schedule 4
Underwriter Information			46
Exhibit 1
Form of Opinion of Dutch Counsel to the Company			47
Exhibit 2
Form of Opinion of Office of General Counsel to the Company			57
Exhibit 3
Form of Opinion of U.S. Counsel to the Company			60
Exhibit 4
Form of Disclosure Letter of U.S. Counsel to the Company			64
Exhibit 5
Form of Opinion of Dutch Tax Counsel to the Company			69

ING GROEP N.V.

(a limited liability company with corporate seat

in Amsterdam, The Netherlands)

US$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities

US$1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities

Underwriting Agreement

September 7, 2021

ING Financial Markets LLC

J.P. Morgan Securities LLC

Barclays Capital Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

SMBC Nikko Securities America, Inc.

Standard Chartered Bank AG

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 ING Financial Markets LLC (“ING Financial”), J.P. Morgan Securities LLC (“J.P. Morgan”), Barclays Capital Inc. (“Barclays”), Goldman Sachs & Co. LLC (“Goldman”), Morgan Stanley & Co. LLC (“Morgan Stanley”), SMBC Nikko Securities America, Inc. (“SMBC”), Standard Chartered Bank AG (“Standard Chartered”) 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 ING Financial, J.P. Morgan, Barclays, Goldman, Morgan Stanley, SMBC and Standard Chartered 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$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “3.875% Securities”) and the Company’s US$1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “4.250% Securities” and, together with 3.875% Securities, the “Securities”), convertible in accordance with their terms into ordinary shares (“Ordinary Shares”) of the Company (the “Conversion Securities”).

The Securities will be issued pursuant to the Capital Securities Indenture dated as of April 16, 2015 (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 Fourth 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”).

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”) a registration statement on Form F-3 (File No. 333-248407) 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 Standard Board and as adopted by the European Commission.

“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.

“Registration Statement” means collectively the various parts of the registration statement filed with the Commission on Form F-3 (File No. 333-248407) in respect of the Securities at the time such parts were declared effective by the Commission in such form, including all exhibits thereto and all documents incorporated by reference in the prospectus contained in the 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 5:10 p.m. (New York time) on September 7, 2021, 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 September 7, 2021, 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 and the Conversion Securities was filed with the Commission on August 25, 2020 and was declared effective by the Commission on September 4, 2020. 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 and 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.

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 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 an “ineligible issuer”, as defined under Rule 405 under the 1933 Act, 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 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.

(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 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 (the “1940 Act”).

(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.

(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; and the Ordinary Shares will conform, when issued by the Company, in all material respects to the descriptions thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, as amended or supplemented to such date.

(q)

Authorization of Ordinary Shares. The Company has taken all necessary action to approve and authorize the issue of Ordinary Shares upon conversion of the Securities, and, when issued upon the conversion of the Securities in accordance with the terms of the Indenture, the Ordinary Shares shall be duly and validly authorized, issued and fully paid, and will not be subject to calls for further funds or pre-emptive rights.

(r)

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.

(s)

Fair Summary. The statements set forth in the Time of Sale Prospectus and the Prospectus under the captions “Description of Capital Securities”, “Description of Ordinary Shares” and “Description of American Depositary Shares” in the Basic Prospectus included therein and under the caption “Description of the Securities” 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 “Material Dutch Tax Consequences” and “Material U.S. Federal Income Tax Consequences” in the most recent prospectus supplement included therein, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate in all material respects.

(t)

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.

(u)

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.

(v)

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.

(w)

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 or the European Union and Her 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 or the United Kingdom, or (ii) Section 7 of the German Foreign Trade Ordinance (as amended, supplemented or substituted from time to time).

(x)

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.

(y)

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 U.K. Bribery Act, except in each case to the extent such violation would not constitute a Material Adverse Effect.

(z)

Deposit Agreement. The Amended and Restated Deposit Agreement, dated as of October 4, 2018, between the Company and JPMorgan Chase Bank, N.A., as depositary (the “Deposit Agreement”) has been duly authorized, executed and delivered by the Company, and, assuming due authorization, execution and delivery of the Deposit Agreement by the Depositary, constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; upon issuance by the Depositary of American depositary receipts (“ADRs”) evidencing the Company’s American depositary shares, and the deposit of Ordinary Shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADRs will be duly and validly issued and the persons in whose names the ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement; and the Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Prospectus.

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 3.875% Securities and the 4.250% Securities 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 3.875% Security to be paid by an Underwriter of the 3.875% Securities shall be an amount equal to 99.35% of the aggregate principal amount of such Securities set forth in Schedule 1 hereto opposite the name of such Underwriter plus accrued interest, if any, from September 14, 2021. The purchase price per 4.250% Security to be paid by an Underwriter of the 4.250% Securities shall be an amount equal to 99.35% of the aggregate principal amount of such Securities set forth in Schedule 1 hereto opposite the name of such Underwriter, plus accrued interest, if any, from September 14, 2021.

(c)

Payment. Payment of the purchase price for, and delivery of, certificates for the Securities shall be made at the London offices of Davis Polk & Wardwell 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 (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 United Kingdom 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 United Kingdom. For the purposes of this provision:

(a)

the expression “retail investor” means a person who is one (or more) of (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the FSMA or any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as 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 EUWA; 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.

(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, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; and

(b)

(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, (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.

(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, 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”) and Moody’s Investors Service, Inc. (“Moody’s”) 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.

(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 Irish Stock Exchange. The Company shall use all commercially reasonable efforts to list and admit to trading the Securities on the Global Exchange Market of the Irish Stock Exchange plc, trading as Euronext Dublin.

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.

(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.

(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 Belastingadvisseurs 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.

(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 “Ba1” by Moody’s and “BBB” by Fitch, 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 Rule 436(g)(2) under the 1933 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;

(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.

(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.

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.

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 National Association of Securities Dealers, 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.

(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.

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 ING Financial Markets LLC, 1133 Avenue of the Americas, New York, New York 10036, United States of America; J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York 10179, United States of America, Attention: Investment Grade Syndicate Desk, 3rd Floor, Telephone No. +1 212 834 4533, Facsimile No. +1 212 834 6081; Barclays Capital Inc., 745 Seventh Avenue, New York, New York 10019, United States of America, Attention: Syndicate Registration, Fax: +1 646 834 8133;

Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, United States of America, Attention: Registration Department; Morgan Stanley & Co. LLC, 1585 Broadway, 29th Floor, New York, New York 10036, United States of Ameirca, Attention: Investment Banking Division, Fax: +1 212 507 8999; SMBC Nikko Securities America, Inc., 277 Park Avenue, New York, New York 10172, United States of America, Attention: Debt Capital Markets - Transaction Management; Standard Chartered Bank AG, Taunusanlage 16, 60325 Frankfurt am Main, Germany, Telephone No. +49 (0) 69 770 750 304 and/or +33 1 53 75 83 00, Email: PrimaryDebt@sc.com, Attention: Debt Capital Markets; 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 non-exclusive jurisdiction of such courts 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.

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.

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.

17.	CONTRACTUAL RECOGNITION OF BAIL-IN POWERS

Notwithstanding and to the exclusion of any other term of this Agreement or any other agreements, arrangements, or understanding between the Issuer and the Underwriters, the Issuer 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 Issuer 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 Issuer 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 the United Kingdom and 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.

18.	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 18 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.

19.	ACKNOWLEDGMENT RELATING TO EEA MANUFACTURER RESPONSIBILITIES

Solely for the purposes of the requirements of Article 9(8) of the MIFID Product Governance rules under EU Delegated Directive 2017/593 (the “Product Governance Rules”) regarding the responsibilities of manufacturers under the Product Governance Rules:

(a)

Standard Chartered Bank AG (the “Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Time of Sale Prospectus, the Prospectus and any announcement in connection with the Securities; and

(b)

the Issuer and each of the Underwriters note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the Manufacturer and the related information set out in the Time of Sale Prospectus, the Prospectus and any announcement in connection with the Securities.

20.	ACKNOWLEDGMENT RELATING TO UK MANUFACTURER RESPONSIBILITIES

Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

(a)

Goldman Sachs & Co. LLC (the “UK Manufacturer”) acknowledges that it understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Securities and the related information set out in the Time of Sale Prospectus, the Prospectus and any announcement in connection with the Securities; and

(b)

the Issuer and each of the Underwriters note the application of the UK MiFIR Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Securities by the UK Manufacturer and the related information set out in the Time of Sale Prospectus, the Prospectus and any announcement in connection with the Securities.

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]

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/ K.I.D. Tuinstra
		Name: K.I.D. Tuinstra
		Title: Authorized Signatory


By:		/s/ P.G. van der Linde
		Name:P.G. van der Linde
		Title:Senior Legal Counsel

[Signature Page to the Underwriting Agreement]

Confirmed and Accepted

as of the date first above written:

ING Financial Markets LLC

J.P. Morgan Securities LLC

Barclays Capital Inc.

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

SMBC Nikko Securities America, Inc.

Standard Chartered Bank AG

Acting severally on behalf of themselves and as Representatives of the other Underwriters named in Schedule 1 hereto.


ING FINANCIAL MARKETS LLC


By:		/s/ Cefas van den Tol
		Name: Cefas van den Tol
		Title: Managing Director


By:		/s/ Ricardo Zemella
		Name: Ricardo Zemella
		Title: Managing Director


J.P. MORGAN SECURITIES LLC


By:		/s/ Robert Bottamedi
		Name: Robert Bottamedi
		Title: Executive Director


BARCLAYS CAPITAL INC.


By:		/s/ Kenneth Chang
		Name: Kenneth Chang
		Title: Managing Director


GOLDMAN SACHS & CO. LLC


By:		/s/ Adam T. Greene
		Name: Adam T. Greene
		Title: Managing Director

[Signature Page to the Underwriting Agreement]


MORGAN STANLEY & CO. LLC

By:		/s/ Yurij Slyz
		Name: Yurij Slyz
		Title: Executive Director

SMBC NIKKO SECURITIES AMERICA, INC.

By:		/s/ Omar F. Zaman
		Name: Omar F. Zaman
		Title: Managing Director

STANDARD CHARTERED BANK AG

By:		/s/ David Mackay
		Name: David Mackay
		Title: Executive Director

[Signature Page to the Underwriting Agreement]

Schedule 1

Underwriters


Underwriter	Principal Amount of 3.875% Securities		Principal Amount of 4.250% Securities
ING Financial Markets LLC	$	150,000,000	$	150,000,000
J.P. Morgan Securities LLC	$	150,000,000	$	150,000,000
Barclays Capital Inc.	$	120,000,000	$	120,000,000
Goldman Sachs & Co. LLC	$	120,000,000	$	120,000,000
Morgan Stanley & Co. LLC	$	120,000,000	$	120,000,000
SMBC Nikko Securities America, Inc.	$	120,000,000	$	120,000,000
Standard Chartered Bank AG	$	120,000,000	$	120,000,000
DBS Bank Ltd.	$	25,000,000	$	25,000,000
Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH	$	25,000,000	$	25,000,000
Mizuho Securities USA LLC	$	25,000,000	$	25,000,000
Scotia Capital (USA) Inc.	$	25,000,000	$	25,000,000
Total	$	1,000,000,000	$	1,000,000,000

Schedule 2

Issuer Free Writing Prospectus

Final Term Sheets dated September 7, 2021 containing the final terms of the Securities

substantially as set forth in Schedule 3 hereto

Schedule 3

Final Term Sheets ING GROEP N.V.

Filed pursuant to Rule 433(d)

Registration Statement File No. 333-248407

Dated September 7, 2021

Filed pursuant to Rule 433(d)

Dated September 7, 2021

Registration Statement No. 333-248407

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated September 7, 2021 and Prospectus dated September 4, 2020)

LOGO

ING Groep N.V.

US$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible

Capital Securities

Pricing Term Sheet


Issuer:		ING Groep N.V. (“ING”)

Securities:		Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “Securities”)

Principal Amount:		U.S.$1,000,000,000

Status:		Direct, unsecured and subordinated obligations, ranking pari passu without any preference among themselves and with all Parity Instruments of the Issuer, subordinated to Senior Instruments of the Issuer.

Waiver of set-off		Applicable

Legal Format:		SEC Registered

Trade Date:		September 7, 2021

Expected Settlement Date:		September 14, 2021 (T+5)

Maturity Date:		Perpetual, with no fixed maturity or fixed redemption date.

Issue Price:		100.000%

Underwriting Commission:		0.650%

All-in Price:		99.350%

Net Proceeds (before Issuer expenses):		U.S.$993,500,000


Interest Payment Dates:		Semi-annually in arrear on May 16 and November 16 of each year, commencing on November 16, 2021 (short first interest period), subject to cancellation or deemed cancellation and applicable restrictions on interest payments as described in the preliminary prospectus supplement dated September 7, 2021 (the “Preliminary Prospectus Supplement”), supplementing the prospectus dated September 4, 2020.

Reset Dates:		November 16, 2027 (the “First Reset Date”) and each five-year anniversary thereof.

Initial Interest Period

Initial Fixed Rate:		3.875%, from and including September 14, 2021 to, but excluding, the First Reset Date.

Benchmark Treasury:		0.75% UST due August 31, 2026

Benchmark Treasury Price / Yield:		99-20³⁄₄ / 0.822%

Benchmark Treasury:		1.125% UST due August 31, 2028

Benchmark Treasury Price / Yield:		99-29 / 1.139%

Interpolated Treasury Yield:		1.014%

Spread to Benchmark Treasury:		UST + 286.2 bps

Interest Periods Following any Reset Date

Interest Rate Following any Reset Date:		The rate of interest will be reset on each Reset Date to the rate per annum equal to the sum of the applicable U.S. Treasury Rate (as defined in the Preliminary Prospectus Supplement) on the relevant Reset Determination Date (as defined in the Preliminary Prospectus Supplement) plus 2.862%, from and including the relevant Reset Date to (but excluding) the next following Reset Date.

Interest Payments Discretionary:		The Issuer may, at its discretion, elect to cancel any interest payment, in whole or in part, which is otherwise scheduled to be paid on an Interest Payment Date or redemption date. Mandatory cancellation of Interest (in whole or in part) upon: (i) insufficient Distributable Items; (ii) Maximum Distributable Amount restrictions under CRD / BRRD or any other analogous restrictions; (iii) a Trigger Event or Liquidation Event having occurred. Any interest not paid shall be cancelled or deemed cancelled and shall not accumulate. The non-payment of any interest shall not constitute a default for any purpose.


Optional Redemption:		The Issuer may, at its option, redeem all, but not only some, of the Securities on any calendar day during the six-month period commencing on (and including) May 16, 2027 to (and including) the First Reset Date and on any Interest Payment Date thereafter at their principal amount, plus accrued and unpaid interest (to the extent not cancelled) to the redemption date (the “Redemption Price”), subject to the redemption conditions, including the Issuer obtaining the prior permission of the competent authority.

Redemption for Taxation Reasons:		If a Tax Event (as defined in the Preliminary Prospectus Supplement) has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Securities at any time at their Redemption Price, subject to the redemption conditions, including the Issuer obtaining the prior permission of the competent authority.

Redemption for Regulatory Reasons:		If a Regulatory Event (as defined in the Preliminary Prospectus Supplement) has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Securities at any time at their Redemption Price on the relevant date fixed for redemption, subject to the redemption conditions, including the Issuer obtaining the prior permission of the competent authority.

Mandatory Conversion:		If a Trigger Event occurs, the Securities shall be converted, in whole and not in part, into Ordinary Shares at the Conversion Price. A “Trigger Event” shall occur if at any time the Issuer has determined that the Group CET1 Ratio (as defined in the Preliminary Prospectus Supplement) is less than 7.00%.

Conversion Price:		The highest of (i) the Current Market Price per ordinary share translated into U.S. dollars at the Prevailing Rate, (ii) $9.00 per ordinary share (the “Floor Price”), subject to certain anti-dilution adjustments, and (iii) the nominal value of an ordinary share of the Issuer translated into U.S. dollars at the Prevailing Rate (as defined in the Preliminary Prospectus Supplement).

Agreement and Acknowledgement with Respect to the Exercise of Statutory Loss Absorption Powers:		The Securities may become subject to the determination by the resolution authority that all or part of the nominal amount of the Securities, including accrued but unpaid interest in respect thereof, must be written down, reduced, cancelled or converted (in whole or in part) into shares (whether or not at the point of non-viability and independently of or in combination with a resolution action) or that the terms of the Securities must be varied (which may include amending the Interest Payment Dates or amount) or that the Securities must otherwise be applied to absorb losses or give effect to resolution tools or powers.



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

Governing Law:		The Securities will be governed by, and construed in accordance with, the laws of the State of New York, except for the subordination provisions and waiver of set-off provisions, which will be governed by Dutch law.

Use of Proceeds:		General corporate purposes and to strengthen the capital base of the Issuer.

Clearing:		DTC

ISIN:		US456837AY94

CUSIP:		456837AY9

Day Count Fraction:		30 / 360


Denominations:		$200,000 and integral multiples of $1,000 in excess thereof, up to and including $399,000.

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 the City of New York, United States.

Business Day Convention:		Following, unadjusted

Expected Listing:		Application has been made to Euronext Dublin for the Securities to be admitted to its Official List and to trading on its Global Exchange Market.

Prohibition of Sales to each Retail Investor:		No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK. UK FCA CoCo restriction. No sales to retail clients (as defined in COBS 3.4) in the UK.

Target Market:		Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

Joint Lead Managers and Joint Bookrunners:		ING Financial Markets LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc. and Standard Chartered Bank AG

Co-Lead Managers:		DBS Bank Ltd., Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH, Mizuho Securities USA LLC and Scotia Capital (USA) Inc.

ING Groep N.V. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents ING Groep N.V. has filed with the SEC for more complete information about ING Groep N.V. and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, ING Groep N.V. and any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling ING Financial Markets LLC at +1-877-446-4930, J.P. Morgan Securities LLC at +1-212-834-4533, Barclays Capital Inc. at +1-888-603-5847, Goldman Sachs & Co. LLC at +1-866-471-2526, Morgan Stanley & Co. LLC at +1-866-718-1649, SMBC Nikko Securities America, Inc. at +1-888-868-6856 or Standard Chartered Bank AG at +49-69-770-750-304 and/or +33-1-53-75-83-00.

Filed pursuant to Rule 433(d)

Dated September 7, 2021

Registration Statement No. 333-248407

Free Writing Prospectus

(To Preliminary Prospectus Supplement dated September 7, 2021 and Prospectus dated September 4, 2020)

LOGO

ING Groep N.V.

US$1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible

Capital Securities

Pricing Term Sheet


Issuer:		ING Groep N.V. (“ING”)

Securities:		Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “Securities”)

Principal Amount:		U.S.$1,000,000,000

Status:		Direct, unsecured and subordinated obligations, ranking pari passu without any preference among themselves and with all Parity Instruments of the Issuer, subordinated to Senior Instruments of the Issuer.

Waiver of set-off		Applicable

Legal Format:		SEC Registered

Trade Date:		September 7, 2021

Expected Settlement Date:		September 14, 2021 (T+5)

Maturity Date:		Perpetual, with no fixed maturity or fixed redemption date.

Issue Price:		100.000%

Underwriting Commission:		0.650%

All-in Price:		99.350%

Net Proceeds (before Issuer expenses):		U.S.$993,500,000



Interest Payment Dates:		Semi-annually in arrear on May 16 and November 16 of each year, commencing on November 16, 2021 (short first interest period), subject to cancellation or deemed cancellation and applicable restrictions on interest payments as described in the preliminary prospectus supplement dated September 7, 2021 (the “Preliminary Prospectus Supplement”), supplementing the prospectus dated September 4, 2020.

Reset Dates:		November 16, 2031 (the “First Reset Date”) and each five-year anniversary thereof.

Initial Interest Period

Initial Fixed Rate:		4.250%, from and including September 14, 2021 to, but excluding, the First Reset Date.

Benchmark Treasury:		1.25% UST due August 15, 2031

Benchmark Treasury Price / Yield:		98-27 / 1.375%

Benchmark Treasury:		1.75% UST due August 15, 2041

Benchmark Treasury Price / Yield:		97-11 / 1.911%

Interpolated Treasury Yield:		1.389%

Spread to Benchmark Treasury:		UST + 286.2 bps

Interest Periods Following any Reset Date

Interest Rate Following any Reset Date:		The rate of interest will be reset on each Reset Date to the rate per annum equal to the sum of the applicable U.S. Treasury Rate (as defined in the Preliminary Prospectus Supplement) on the relevant Reset Determination Date (as defined in the Preliminary Prospectus Supplement) plus 2.862%, from and including the relevant Reset Date to (but excluding) the next following Reset Date.

Interest Payments Discretionary:		The Issuer may, at its discretion, elect to cancel any interest payment, in whole or in part, which is otherwise scheduled to be paid on an Interest Payment Date or redemption date. Mandatory cancellation of Interest (in whole or in part) upon: (i) insufficient Distributable Items; (ii) Maximum Distributable Amount restrictions under CRD / BRRD or any other analogous restrictions; (iii) a Trigger Event or Liquidation Event having occurred. Any interest not paid shall be cancelled or deemed cancelled and shall not accumulate. The non-payment of any interest shall not constitute a default for any purpose.



Optional Redemption:		The Issuer may, at its option, redeem all, but not only some, of the Securities on any calendar day during the six-month period commencing on (and including) May 16, 2031 to (and including) the First Reset Date and on any Interest Payment Date thereafter at their principal amount, plus accrued and unpaid interest (to the extent not cancelled) to the redemption date (the “Redemption Price”), subject to the redemption conditions, including the Issuer obtaining the prior permission of the competent authority.

Redemption for Taxation Reasons:		If a Tax Event (as defined in the Preliminary Prospectus Supplement) has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Securities at any time at their Redemption Price, subject to the redemption conditions, including the Issuer obtaining the prior permission of the competent authority.

Redemption for Regulatory Reasons:		If a Regulatory Event (as defined in the Preliminary Prospectus Supplement) has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Securities at any time at their Redemption Price on the relevant date fixed for redemption, subject to the redemption conditions, including the Issuer obtaining the prior permission of the competent authority.

Mandatory Conversion:		If a Trigger Event occurs, the Securities shall be converted, in whole and not in part, into Ordinary Shares at the Conversion Price. A “Trigger Event” shall occur if at any time the Issuer has determined that the Group CET1 Ratio (as defined in the Preliminary Prospectus Supplement) is less than 7.00%.

Conversion Price:		The highest of (i) the Current Market Price per ordinary share translated into U.S. dollars at the Prevailing Rate, (ii) $9.00 per ordinary share (the “Floor Price”), subject to certain anti-dilution adjustments, and (iii) the nominal value of an ordinary share of the Issuer translated into U.S. dollars at the Prevailing Rate (as defined in the Preliminary Prospectus Supplement).

Agreement and Acknowledgement with Respect to the Exercise of Statutory Loss Absorption Powers:		The Securities may become subject to the determination by the resolution authority that all or part of the nominal amount of the Securities, including accrued but unpaid interest in respect thereof, must be written down, reduced, cancelled or converted (in whole or in part) into shares (whether or not at the point of non-viability and independently of or in combination with a resolution action) or that the terms of the Securities must be varied (which may include amending the Interest Payment Dates or amount) or that the Securities must otherwise be applied to absorb losses or give effect to resolution tools or powers.



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

Governing Law:		The Securities will be governed by, and construed in accordance with, the laws of the State of New York, except for the subordination provisions and waiver of set-off provisions, which will be governed by Dutch law.

Use of Proceeds:		General corporate purposes and to strengthen the capital base of the Issuer.

Clearing:		DTC

ISIN:		US456837AZ69

CUSIP:		456837AZ6

Day Count Fraction:		30 / 360



Denominations:		$200,000 and integral multiples of $1,000 in excess thereof, up to and including $399,000.

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 the City of New York, United States.

Business Day Convention:		Following, unadjusted

Expected Listing:		Application has been made to Euronext Dublin for the Securities to be admitted to its Official List and to trading on its Global Exchange Market.

Prohibition of Sales to each Retail Investor:		No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA or the UK. UK FCA CoCo restriction. No sales to retail clients (as defined in COBS 3.4) in the UK.

Target Market:		Manufacturer target market (EU MiFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

Joint Lead Managers and Joint Bookrunners:		ING Financial Markets LLC, J.P. Morgan Securities LLC, Barclays Capital Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc. and Standard Chartered Bank AG

Co-Lead Managers:		DBS Bank Ltd., Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH, Mizuho Securities USA LLC and Scotia Capital (USA) Inc.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another email system.

Schedule 4

Underwriter Information

•

the names of the Underwriters appearing on the front cover page, page S-108 and the back cover page of the Prospectus Supplement;

•

the fourth paragraph under the caption “Marketing Restrictions” in the Prospectus Supplement;

•

the seventh and eighth paragraphs appearing under the caption “Underwriting” on page S-108 of the Prospectus Supplement;

•

the second and third paragraphs under the caption “Underwriting—Conflict of Interest” on page S-109 of the Prospectus Supplement; and

•

the paragraphs appearing under the caption “Underwriting—Stabilization Transactions and Short Sales” on pages S-109 and S-110 of the Prospectus Supplement.

Exhibit 1

Form of Opinion of Dutch Counsel to the Company

[Linklaters LLP Opinion]

I-1

Exhibit 2

Form of Opinion of General Counsel to the Company

[Office of General Counsel Opinion]

II-1

Exhibit 3

Form of Opinion of U.S. Counsel to the Company

[Sullivan & Cromwell LLP Opinion]

III-1

Form of Disclosure Letter of U.S. Counsel to the Company

[Sullivan & Cromwell LLP Disclosure Letter]

III-2

Exhibit 4

Form of Opinion of Dutch Tax Counsel to the Company

[PricewaterhouseCoopers Belastingadviseurs N.V. Opinion]

IV-1

Exhibit 4.1

Execution Version

ING GROEP N.V.,

Issuer

and

THE BANK OF NEW YORK MELLON, LONDON BRANCH,

Trustee

FOURTH SUPPLEMENTAL INDENTURE

Dated as of September 14, 2021

To the Capital Securities Indenture, dated as of April 16, 2015,

Between ING Groep N.V.

and

The Bank of New York Mellon, London Branch, Trustee

$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities

$1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities

Amendments to the Capital 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 that certain Indenture (the “Base Indenture”), dated as of April 16, 2015, as supplemented by this Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”), dated as of September 14, 2021.


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
	(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)	6.02 of Fourth Supplemental Indenture
	(a)(2)	5.04
	(b)	10.03
§318	(a)	1.07

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Fourth Supplemental Indenture or the Base Indenture. Section references are to Base Indenture except as indicated.

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		10
Section 1.06	Construction and Interpretation		10

	ARTICLE II

FORM AND TERMS OF THE SECURITIES; INTEREST AND PAYMENTS

Section 2.01	Establishment of Securities; Form and Certain Terms of Securities		11
Section 2.02	Interest		12
Section 2.03	Interest Payments Discretionary		12
Section 2.04	Restriction on Interest Payments		12
Section 2.05	Effect of Interest Cancellation		14
Section 2.06	Notice of Interest Cancellation		14
Section 2.07	Determination of Interest Calculation Agent		14

	ARTICLE III

	REDEMPTION AND PURCHASE

Section 3.01	Redemption		14
Section 3.02	Notice of Redemption; Automatic Revocation		15
Section 3.03	Conditions to Redemption and Purchase		15
Section 3.04	Optional Purchases		16

	ARTICLE IV

	CONVERSION OF THE SECURITIES

Section 4.01	Conversion upon Trigger Event		16
Section 4.02	Conversion Shares		18
Section 4.03	Settlement Procedure		19
Section 4.04	Failure to Deliver a Conversion Shares Settlement Notice		19
Section 4.05	Adjustment of Floor Price		20
Section 4.06	Covenants Relating to Conversion Shares		20

- ii -


	ARTICLE V

	DUTCH BAIL-IN POWER

Section 5.01	Agreement and Acknowledgment with Respect to Exercise of Dutch Bail-in Power	21

	ARTICLE VI

	DEFAULTS AND REMEDIES

Section 6.01	Liquidation Event	24
Section 6.02	Failure to Pay Principal Amount	24
Section 6.03	Performance Obligations	24
Section 6.04	No Other Remedies and Other Terms	24
Section 6.05	Waiver of Past Defaults	25

	ARTICLE VII

	SUBORDINATION AND SET-OFF

Section 7.01	Subordination	25
Section 7.02	No Set-Off	26

	ARTICLE VIII

	ADDITIONAL TRUSTEE PROTECTIONS

Section 8.01	Conversion	26
Section 8.02	Indemnification by the Company	27

	ARTICLE IX

ADDITIONAL ACKNOWLEDGEMENTS AND AGREEMENTS OF HOLDERS AND BENEFICIAL OWNERS

Section 9.01	Dutch Bail-in Power	27
Section 9.02	Conversion Upon a Trigger Event	28
Section 9.03	Interest Cancellation	28
Section 9.04	Waiver of Claims	28
Section 9.05	Successors and Assigns	28

	ARTICLE X

	ADDITIONAL AMOUNTS

Section 10.01	Additional Amounts	28

- iii -


		ARTICLE XI

		AMENDMENTS TO THE INDENTURE

Section 11.01		Supplemental Indentures Without Consent of Holders	30

		ARTICLE XII

		MISCELLANEOUS PROVISIONS

Section 12.01		Effectiveness	31
Section 12.02		Modification	31
Section 12.03		Original Issue	31
Section 12.04		Ratification and Integral Part	31
Section 12.05		Priority	32
Section 12.06		Successors and Assigns	32
Section 12.07		Counterparts	32
Section 12.08		Governing Law	33

ANNEX I	–	Anti-Dilution Provisions	I-1
EXHIBIT A-1	–	Form of Security	A-1-1
EXHIBIT A-2	–	Form of Security	A-2-1
EXHIBIT B	–	Form of Conversion Notice	B-1
EXHIBIT C	–	Form of Conversion Shares Settlement Notice	C-1

- iv -

FOURTH SUPPLEMENTAL INDENTURE, dated as of September 14, 2021 (this “Fourth 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 One Canada Square, London E14 5AL, United Kingdom, to the CAPITAL SECURITIES INDENTURE, dated as of April 16, 2015, between the Company and the Trustee, as amended from time to time (the “Base Indenture” and, together with this Fourth 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 Capital Securities in one or more series.

Section 9.01(f) of the Base Indenture permits supplements thereto without the consent of Holders of Capital Securities to establish the form or terms of Capital 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 Capital Securities to be known as the Company’s “$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities” (the “2027 Securities”) and “$1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities” (the “2031 Securities” and, together with the 2027 Securities, the “Securities”) under the Indenture.

The Company intends to amend certain other provisions in the Base Indenture, as set forth in Article IV of this Fourth Supplemental Indenture, to apply to all series of Capital Securities created under the Indenture, the Securities and all future Capital Securities created under the Indenture;

The Company has taken all necessary corporate action to authorize the execution and delivery of this Fourth Supplemental Indenture.

NOW, THEREFORE, THIS FOURTH 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 Fourth Supplemental Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. Certain terms used principally in Annex I (Anti-Dilution Provisions) are defined therein. The following terms used in this Fourth Supplemental Indenture have the following respective meanings with respect to the Securities only:

“2027 Securities First Reset Date” means November 16, 2027.

“2031 Securities First Reset Date” means November 16, 2031.

“2027 Securities Reset Dates” means the 2027 Securities First Reset Date and each five-year anniversary thereafter.

“2031 Securities Reset Dates” means the 2031 Securities First Reset Date and each five-year anniversary thereafter.

“Additional Tier 1 Capital” at any time, has the meaning given thereto (or to any equivalent term) at such time, by the Capital Regulations.

“ADS” means an American Depositary Share representing one Ordinary Share.

“ADS Depositary” means JPMorgan Chase Bank, as the depositary under the Company’s ADS Depositary Facility, or any successor thereto.

“ADS Depositary Facility” means the facility under which the American Depositary Receipts (“ADRs”) representing ADSs may be issued pursuant to the Amended and Restated Deposit Agreement, dated as of October 4, 2018, among the Company, the ADS Depositary and the holders from time to time of the ADRs, or any successor or replacement facility.

“Alternative Delivery Arrangements” has the meaning set forth in Section 4.01(a).

“Amending Act” means the Act implementing Article 48(7) of Directive (EU) 2019/879 of the European Parliament and of the Council of May 20, 2019.

“Bank” means ING Bank N.V.

“Base Indenture” has the meaning set forth in the first paragraph of this Fourth Supplemental Indenture.

“Beneficial Owner” means (i) with respect to any Global Security, a beneficial owner of an interest therein prior to the occurrence of the Final Cancellation Date and (ii) with respect to any definitive Security, the Holder in whose name the Security is registered in the Security Register.

“BRRD” means Directive 2014/59/EU of the European Parliament and of the Council dated May 15, 2014, as amended or replaced from time to time (including by the Directive (EU) 2019/879 of the European Parliament and of the Council of May 20, 2019).

“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, Amsterdam or The City of New York.

“Cancellation Date” means (i) with respect to any Security for which a Conversion Shares Settlement Notice is received by the Conversion Shares Depository on or before the Notice Cut-Off Date, the applicable Settlement Date and (ii) with respect to any Security for which a Conversion Shares Settlement Notice is not received by the Conversion Shares Depository on or before the Notice Cut-Off Date, the Final Cancellation Date.

-2-

“Capital Regulations” means, at any time, any requirements of Dutch law or contained in the regulations, requirements, guidelines and policies of the Competent Authority or the resolution authority, or of the European Parliament and the European Council and of the European Banking Authority, then in effect or applied in The Netherlands relating to capital adequacy and applicable to the Company, the Bank or the Group, including but not limited to the CRD IV Directive and the CRR (including Articles 77 and 78 thereof, as amended), Commission Delegated Regulation (EU) No 241/2014 and the SRMR and taking into account any transitional arrangements thereunder.

“Company” has the meaning set forth in the first paragraph of this Fourth Supplemental Indenture, and includes any successor entity.

“Comparable Treasury Issue” means, with respect to any Reset Period, the U.S. Treasury security or securities selected by the Company with a maturity date on or about the last day of such Reset Period and that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in U.S. dollars and having a maturity of five years.

“Comparable Treasury Price” means, with respect to any Reset Date, (i) the arithmetic average of the Reference Treasury Dealer Quotations for such Reset Date (calculated on the Reset Determination Date for such Reset Date), after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer Quotations are received, then such Reference Treasury Dealer Quotation as quoted in writing to the Interest Calculation Agent by a Reference Treasury Dealer.

“Competent Authority” means the European Central Bank or any other body or authority having primary supervisory authority with respect to the Company, the Bank or the Group.

“Conversion” means the irrevocable and automatic release of all of the Company’s obligations to the Holders and Beneficial Owners of the Securities under the Securities in consideration of the Company’s issuance of the Conversion Shares at the Conversion Price to the Conversion Shares Depository (on behalf of the Holders and Beneficial Owners of the Securities) or to the relevant recipient of such Conversion Shares pursuant to any Alternative Delivery Arrangements.

“Conversion Calculation Agent” has the meaning set forth in Section 4.05(b).

“Conversion Date” means the date specified in the Conversion Notice on which the Conversion takes place.

“Conversion Notice” means a written notice substantially in the form attached hereto as Exhibit B.

“Conversion Price” means (i) if the Ordinary Shares are then admitted to trading on a Relevant Stock Exchange, the highest of (a) the Current Market Price per Ordinary Share translated into U.S. dollars at the Prevailing Rate, (b) the Floor Price and (c) the nominal value of an Ordinary Share translated into U.S. dollars at the Prevailing Rate, and (ii) if the Ordinary Shares are not then admitted to trading on a Relevant Stock Exchange, the higher of (x) the Floor Price and (y) the nominal value of an Ordinary Share translated into U.S. dollars at the Prevailing Rate. The Current Market Price, Floor Price and Prevailing Rate shall each be determined on the date on which the Conversion Notice is given.

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“Conversion Shares” means Ordinary Shares to be issued to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) following a Conversion;

“Conversion Shares Depository” has the meaning set forth in Section 4.01(a).

“Conversion Shares Settlement Notice” means a written notice substantially in the form attached hereto as Exhibit C.

“CRD IV” means the legislative package consisting of the CRD IV Directive and the CRR.

“CRD IV Directive” means the Directive (2013/36 EU) of the European Parliament and of the Council on the access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms dated June 26, 2013, as amended or replaced from time to time (including by Directive (EU) 2019/878 of the European Parliament and of the Council of May 20, 2019).

“CRR” means Regulation (EU) No. 575/2013 of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms dated June 26, 2013, as amended or replaced from time to time (including by Regulation (EU) 2019/876 of the European Parliament and of the Council dated May 20, 2019).

“Current Market Price” has the meaning set forth in Annex I (Anti-Dilution Provisions).

“Default” means (i) an Event of Default, (ii) a Payment Default or (iii) the breach by the Company of a Performance Obligation.

“Distributable Items” shall have the meaning assigned to such term in the CRR, as interpreted and applied in accordance with the Capital Regulations then applicable to the Company.

“Dutch Bail-in Power” means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and applicable in The Netherlands to the 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 SRMR, in each case as amended or superseded) 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.

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“Effective Date” means the date on which the Amending Act becomes effective in The Netherlands.

“Euronext Amsterdam” means Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V.

“Existing Capital Instruments” means the ING Perpetual Securities II issued on June 19, 2003, ING Perpetual Securities III issued on June 16, 2004, 6.125% ING Perpetual Debt Securities issued on September 26, 2005, 6.000% Perpetual Additional Tier 1 Contingent Convertible Capital Securities issued on April 16, 2015, 6.500% Perpetual Additional Tier 1 Contingent Convertible Capital Securities issued on April 16, 2015, 6.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities issued on November 21, 2016, 6.750% Perpetual Additional Tier 1 Contingent Convertible Capital Securities issued on February 26, 2019 and 4.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities issued on February 26, 2020.

“Final Cancellation Date” means the date, as specified in the Conversion Notice, on which the Securities in relation to which no Conversion Shares Settlement Notice has been received by the Conversion Shares Depository on or before the Notice Cut-Off Date shall be cancelled, which date may be up to fifteen (15) Business Days following the Notice Cut-Off Date.

“First Reset Date” means, with respect to the 2027 Securities, the 2027 Securities First Reset Date and, with respect to the 2031 Securities, the 2031 Securities First Reset Date.

“Floor Price” means $9.00 per Conversion Share (subject to certain anti-dilution adjustments pursuant to Section 4.05).

“Further Capital Securities” means any securities issued after the Issue Date which are contingently convertible into Ordinary Shares pursuant to their terms in the event that the Group CET1 Ratio is less than a specified percentage.

“Group” means the Company and its consolidated subsidiaries.

“Group CET1 Capital” means, at any time and expressed in euro, the Common Equity Tier 1 capital (or an equivalent or successor term) at such time, of the Company calculated in accordance with Article 11(2) of the CRR on the basis of the consolidated situation of the Company as the parent financial holding company of the Bank and taking into account any transitional arrangements under the Capital Regulations.

“Group CET1 Ratio” means, as of any date, the ratio of the aggregate amount of Group CET1 Capital to the Group Total Risk Exposure Amount as of the same date, expressed as a percentage.

“Group Total Risk Exposure Amount” means, at any time and expressed in euro, the total risk exposure amount (or an equivalent or successor term) at such time, of the Company calculated in accordance with Article 11(2) of the CRR on the basis of the consolidated situation of the Company as the parent financial holding company for the Bank, in accordance with the Capital Regulations and taking into account any transitional arrangements under the Capital Regulations.

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“Indenture” has the meaning set forth in the first paragraph of this Fourth Supplemental Indenture.

“Independent Conversion Adviser” means an independent financial institution of international repute or independent financial adviser with appropriate expertise (which may include the initial Conversion Calculation Agent) appointed by the Company at its own expense.

“Interest Calculation Agent” means The Bank of New York Mellon, London Branch, or its successor appointed by the Company pursuant to the Interest Calculation Agent Agreement between the Company and The Bank of New York Mellon, London Branch, dated as of the date hereof.

“Interest Payment Date” has the meaning set forth in Section 2.02(a).

“Interest Period” means the period from and including an Interest Payment Date (or the Issue Date, in the case of the initial Interest Period) to but excluding the next succeeding Interest Payment Date.

“Issue Date” has the meaning set forth in Section 2.01(b).

“Liquidation Event” means a liquidation (upon dissolution (ontbinding) or otherwise), moratorium of payments (surseance van betaling) or bankruptcy (faillissement) of the Company; provided that the exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities shall not constitute a Liquidation Event.

“Maximum Distributable Amount” means any applicable maximum distributable amount relating to the Company required to be calculated in accordance with Article 141 of the CRD IV Directive as amended or replaced from time to time or, as the case may be, any provision of applicable law, including the Dutch Financial Supervision Act (Wet op het financieel toezicht), transposing or implementing the CRD IV Directive, as amended, supplemented or replaced and as in force and applicable in The Netherlands from time to time or, as applicable, any analogous restrictions arising from the requirement to meet capital buffers under Capital Regulations or the BRRD (including without limitation Article 16a thereof).

“MiFID II” means Directive (EU) 2014/65 (as amended).

“Notice Cut-Off Date” means the date specified as such in the Conversion Notice, which date shall be at least twenty (20) Business Days following the Suspension Date.

“Ordinary Shares” means fully paid Ordinary Shares in the capital of the Company.

“Parity Instruments” means securities, instruments or obligations of the Company which upon a Liquidation Event occurring prior to the Trigger Event rank, or are expressed to rank, pari passu with the Securities, including the Existing Capital Instruments.

“Payment Default” means the failure to pay the principal amount of the Securities within 14 days of the date fixed for redemption of the Securities, provided that the notice of such redemption shall not have been revoked pursuant to Section 3.02 and the conditions to redemption set forth in Section 3.03 shall have been satisfied on the date fixed for redemption.

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“Performance Obligation” means any term, obligation or condition binding upon the Company under the Securities or under the Indenture with respect to the Securities other than any obligation to pay principal of, or interest on, any Securities or any obligation to pay Additional Amounts in respect thereof (whether upon redemption, the occurrence of a Liquidation Event or otherwise).

“Prevailing Rate” means, in respect of any pair of currencies on any calendar day, the spot rate of exchange between the relevant currencies prevailing at or about 12:00 pm, London time, on that date as appearing on or derived from the Relevant Page or, if such a rate cannot be determined at such time, the rate prevailing at or about 12:00 pm, London time, on the immediately preceding day on which such rate can be so determined or, if such rate cannot be so determined by reference to the Relevant Page, the rate determined in such other manner as an Independent Conversion Adviser shall in good faith prescribe.

“Reference Treasury Dealer” means each of up to five banks selected by the Company (following, where practicable, consultation with the Interest Calculation Agent), or the affiliates of such banks, which are (i) primary U.S. Treasury securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues denominated in U.S. dollars.

“Reference Treasury Dealer Quotations” means with respect to each Reference Treasury Dealer and any Reset Date, the arithmetic average, as determined by the Interest Calculation Agent, of the bid and offered prices for the applicable Comparable Treasury Issue, expressed in each case as a percentage of its principal amount, at 11:00 a.m. (New York City time), on the Reset Determination Date for such Reset Date.

“Regular Record Date” means the Business Day immediately preceding each Interest Payment Date (or, if the Securities are issued in the form of definitive Securities, the fifteenth (15^th) Business Day preceding each Interest Payment Date).

“Regulatory Event” means that, as a result of a change in the regulatory classification of the Securities on or after the Issue Date, the Securities have been or will be excluded from the own funds of the Company, calculated in accordance with Article 11 of the CRR on the basis of the consolidated situation of the Company as the parent financial holding company for the Bank, or reclassified as a lower quality form of own funds (that is, no longer Additional Tier 1 Capital), in each case whether in whole or in part.

“Relevant Page” means the relevant page on Bloomberg or such other information service provider that displays the relevant information, as determined by the Conversion Calculation Agent.

“Relevant Resolution Authority” means any authority with the ability to exercise a Dutch Bail-in Power.

“Relevant Stock Exchange” means Euronext Amsterdam or, if at the relevant time the Ordinary Shares are not at that time listed and admitted to trading on the Euronext Amsterdam, the principal stock exchange or securities market (if any) on which the Ordinary Shares are then listed, admitted to trading or quoted or accepted for dealing.

“Reset Date” means, with respect to the 2027 Securities, each of the 2027 Securities Reset Dates and, with respect to the 2031 Securities, each of the 2031 Securities Reset Dates.

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“Reset Determination Date” means, with respect to each applicable Reset Date, the second (2^nd) Business Day immediately preceding such Reset Date.

“Reset Period” means any period from and including each applicable Reset Date to but excluding the next succeeding applicable Reset Date.

“Securities” has the meaning set forth in the Recitals.

“Senior Instruments” means securities, instruments or obligations of the Company: (i) the holders of which are unsubordinated creditors of the Company (“Unsubordinated Instruments”), or (ii) which are, or are expressed to be, subordinated (whether only in the event of the liquidation of the Company or otherwise) to Unsubordinated Instruments but not further or otherwise, or (iii) which in a liquidation, moratorium or bankruptcy of the Company occurring prior to the Trigger Event are, or are expressed to be, further or otherwise subordinated, other than those which in such event rank, or are expressed to rank, pari passu with or junior to the Securities. For the avoidance of doubt, “Senior Instruments” includes securities, instruments or obligations of the Company which are Tier 2 instruments within the meaning of Article 52(1)(d) of the CRR.

“Settlement Date” means (i) with respect to any Security in relation to which a Conversion Shares Settlement Notice is received by the Conversion Shares Depository (or the relevant recipient, as applicable) on or before the Notice Cut-Off Date, the date which is two (2) Business Days after (a) the date on which such Conversion Shares Settlement Notice has been received by the Conversion Shares Depository or (b) (if later) the date on which the Conversion Shares are delivered to the Conversion Shares Depository, and (ii) with respect to any Security in relation to which a Conversion Shares Settlement Notice is not received by the Conversion Shares Depository on or before the Notice Cut-Off Date, the date on which the Conversion Shares Depository delivers the relevant Conversion Shares.

“Shareholders” means the holders of Ordinary Shares.

“SRMR” means the provisions of Regulation (EU) No 806/2014 of the European Parliament and of the Council.

“Suspension Date” means the date specified in the Conversion Notice as the date on which DTC is expected to suspend all clearance and settlement of transactions in the Securities in accordance with its rules and procedures.

“Tax Event” shall mean the Company determining that, as a result of a Tax Law Change, the Company (a) will or would be required on the next Interest Payment Date (or if the next Interest Payment Date is scheduled to occur within thirty (30) days, then on the Interest Payment Date immediately following the next Interest Payment Date) to pay Holders Additional Amounts; or (b) would not be entitled to claim a deduction in respect of any interest payments made on the next Interest Payment Date (or if the next Interest Payment Date is scheduled to occur within thirty (30) days, then on the Interest Payment Date immediately following the next Interest Payment Date) in computing the Company’s taxation liabilities in The Netherlands, or the amount of the deduction would be materially reduced, save to the extent that such Tax Law Change merely codifies, rules or otherwise confirms that the interest payment would not be or was not deductible based on applicable law as at the Issue Date; provided in each of the case of (a) and (b) that the consequences of such event cannot be avoided by the Company taking reasonable measures available to it.

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“Tax Law Change” means a change in or amendment to, the laws or regulations of The Netherlands or any political subdivision or authority therein or thereof having the power to tax, including any treaty to which The Netherlands is a party, or any change in the application of official or generally published interpretation of such laws or regulations, including a decision of any court or tribunal, or any interpretation or pronouncement by any relevant tax authority, which change or amendment (including, for the avoidance of doubt, a decision of any court or tribunal) becomes, or would become, effective on or after the Issue Date.

“Tradable Amount” has the meaning set forth in Section 2.01(j).

“Trigger Event” shall occur at any time the Company, the Competent Authority or any agent appointed for such purpose by the Competent Authority has determined that the Group CET1 Ratio is less than 7.00%.

“Trigger Event Officers’ Certificate” has the meaning set forth in Section 4.01(a)(ii).

“Trustee” has the meaning set forth in the first paragraph of this Fourth Supplemental Indenture.

“U.S. Treasury Rate” means, with respect to any Reset Date from which such rate applies, the rate per annum equal to: (1) the yield, under the heading which represents the average for the week immediately prior to the Reset Determination Date for such Reset Date, appearing in the most recently published statistical release designated “H.15”, or any successor publication that is published by the Board of Governors of the Federal Reserve System that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, under the caption “Treasury Constant Maturities”, for the maturity of five years; or (2) if such release (or any successor release) is not published during the week immediately prior to the Reset Determination Date or does not contain such yields, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Reset Date. The U.S. Treasury Rate shall be calculated by the Interest Calculation Agent. If the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, the “U.S. Treasury Rate” means the rate in percentage per annum as notified by the Interest Calculation Agent to the Company equal to the yield on U.S. Treasury securities having a maturity of five years as set forth in the most recently published statistical release designated “H.15” under the caption “Treasury Constant Maturities” (or any successor publication that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities” for the maturity of five years) at 5:00 p.m. (New York City time) on the last available date preceding the Reset Determination Date on which such rate was set forth in such release (or any successor release).

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 Fourth 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 Fourth Supplemental Indenture, express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim under the Indenture.

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Section 1.05 Relation to Base Indenture.

(a) This Fourth Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of this Fourth Supplemental Indenture, all provisions of this Fourth Supplemental Indenture are expressly and solely for the benefit of the Holders and Beneficial Owners of the Securities and, subject to Section 1.05(c), any such provisions shall not be deemed to apply to any other Capital 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.

(b) Section 10.04(a) of the Base Indenture shall not apply with respect to the Securities and is to be replaced and superseded by Article X hereof. Any references herein to Section 10.04 of the Base Indenture shall be deemed to include Article X hereof in lieu of Section 10.04(a) of the Base Indenture as if stated therein.

(c) The first and fifth paragraphs of Section 3.03 in the Base Indenture are to be replaced and superseded by Sections 11.01(a) and 11.01(b) of Article XI hereof, respectively, with respect to all series of Capital Securities created under the Base Indenture, the Securities and all future Capital Securities created under the Base Indenture.

(d) With respect to the Securities, this Fourth Supplemental Indenture shall control in the event of any conflict or inconsistency between this Fourth Supplemental Indenture and the Base Indenture.

Section 1.06 Construction and Interpretation. Unless the express otherwise requires:

(a) the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Fourth Supplemental Indenture, refer to this Fourth Supplemental Indenture as a whole and not to any particular provision of this Fourth Supplemental Indenture;

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(c) references herein to a specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this Fourth Supplemental Indenture;

(d) wherever the words “include”, “includes” or “including” are used in this Fourth Supplemental Indenture, they shall be deemed to be followed by the words “without limitation;”

(e) references to a Person are also to its successors and permitted assigns;

(f) the use of “or” is not intended to be exclusive unless expressly indicated otherwise;

(g) 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; and

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(h) references to any issue or offer or grant to Shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all Shareholders, as the case may be, other than Shareholders, as the case may be, to whom, by reason of the laws of any territory or requirements of any recognized regulatory body or any other stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant.

ARTICLE II

FORM AND TERMS OF THE SECURITIES; INTEREST AND PAYMENTS

Section 2.01 Establishment of Securities; Form and Certain Terms of Securities.

(a) There is hereby established two new series of Capital Securities under the Base Indenture entitled the “$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities” and the “$1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities.” The 2027 Securities and the 2031 Securities 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 2027 Securities in an aggregate principal amount of $1,000,000,000 and the 2031 Securities in an aggregate principal amount of $1,000,000,000, in each case on September 14, 2021 (the “Issue Date”). The Company may issue additional Securities of each series 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) The Securities shall be perpetual and redeemable by the Company as provided in Article III. The Securities shall not have a sinking fund and are not redeemable at the option of the Holders of the Securities.

(d) Interest shall be payable on the Securities as provided in Sections 2.02 through 2.06 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 One Canada Square, London E14 5AL, to act as Paying Agent for the Securities.

(f) The Securities shall be automatically convertible as provided in Article IV. The Securities are not convertible at the option of the Holders of the Securities.

(g) The Securities shall be subject to the Dutch Bail-in Power as provided in Article V.

(h) The Securities constitute the direct unsecured obligations of the Company ranking pari passu without any preference among themselves and shall rank subordinate to Senior Instruments as provided in Article VII.

(i) The events of default and remedies with respect to the Securities shall be limited as provided in Article VI.

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(j) The Securities shall be issued in denominations of $200,000 in principal amount and integral multiples of $1,000 in excess thereof. The denomination of each Security (or any interest therein) shall be its “Tradable Amount.” Prior to a Conversion, the Tradable Amount of any Security (or any interest therein) shall equal its principal amount. Following a Conversion, the principal amount of each Security shall equal zero, but its Tradable Amount shall remain unchanged as a result of the Conversion.

Section 2.02 Interest.

(a) The interest rate on the 2027 Securities shall be (i) from and including the Issue Date to but excluding the 2027 Securities First Reset Date 3.875% per annum and (ii) from and including each 2027 Securities Reset Date to but excluding the following 2027 Securities Reset Date, the sum of the applicable U.S. Treasury Rate on the relevant Reset Determination Date and 2.862%. The interest rate on the 2031 Securities shall be (i) from and including the Issue Date to but excluding the 2031 Securities First Reset Date 4.250% per annum and (ii) from and including each 2031 Securities Reset Date to but excluding the following 2031 Securities Reset Date, the sum of the applicable U.S. Treasury Rate on the relevant Reset Determination Date and 2.862%. Subject to Sections 2.03 and 2.04, interest on the principal amount of each Security shall be payable semiannually in arrears on May 16 and November 16 of each year (each, an “Interest Payment Date”), commencing on November 16, 2021, and shall be computed on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the actual number of days elapsed. The first date on which interest may be paid will be November 16, 2021 for the period commencing on (and including) September 14, 2021, and ending on (but excluding) November 16, 2021.

Section 2.03 Interest Payments Discretionary. Subject to Section 2.04, interest on the Securities shall be due and payable at the sole and absolute discretion of the Company. The Company shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable in respect of the Securities on any Interest Payment Date or Redemption Date. If the Company does not make an interest payment on any Interest Payment Date or Redemption Date in whole or in part, such interest payment (or the portion thereof not paid) shall be deemed cancelled and shall not be due and payable whether or not the Company has provided notice of cancellation of such interest payment as set forth in Section 2.06. An interest payment otherwise payable on an Interest Payment Date or Redemption Date that is not a Business Day will not be deemed cancelled if it is paid on the following Business Day.

Section 2.04 Restriction on Interest Payments.

(a) Without limiting the Company’s right to cancel any interest payment pursuant to Section 2.03 and subject to the extent permitted in Section 2.04(b) in respect of partial interest payments in respect of the Securities, the Company shall not make an interest payment (including any Additional Amounts) in respect of the Securities on any Interest Payment Date or Redemption Date (or the following Business Day, if such Interest Payment Date or Redemption Date, as the case may be, is not a Business Day) in whole or in part, if and to the extent that:

(i)

the amount of such interest payment otherwise due, together with any interest payments or distributions which have been paid or made or which are required to be paid or made during the then current financial year on other own funds items (which, for the avoidance of doubt, excludes any such interest payments or distributions which (i) are not required to be made out of Distributable Items or (ii) have already been provided for, by way of deduction, in the calculation of Distributable Items), shall in the aggregate exceed the amount of Distributable Items of the Company as at such Interest Payment Date or Redemption Date;

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(ii)

the payment of such interest, when aggregated together with certain other distributions of the kind referred to in Article 141(2) of the CRD IV Directive (or any provision of applicable law, including the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), transposing or implementing Article 141(2) of the CRD IV Directive, as amended or replaced, and as in force and applicable in The Netherlands from time to time), or, as applicable, any analogous restrictions arising from the requirement to meet capital buffers under Capital Regulations or the BRRD (including without limitation Article 16a thereof), would cause the Maximum Distributable Amount, if any, then applicable to the Company to be exceeded; or

(iii)

the payment of such interest is scheduled to be made on an Interest Payment Date falling on or after the date of a Trigger Event or Liquidation Event.

(b) The Company may, however, in its sole discretion, elect to make a partial interest payment in respect of the Securities to the extent that such partial interest payment may be made without breaching the restriction set forth in Section 2.04(a).

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Section 2.05 Effect of Interest Cancellation. Interest on the Securities shall only be due and payable on an Interest Payment Date to the extent it is not cancelled or deemed cancelled pursuant to Section 2.03 or 2.04. Any interest cancelled or deemed cancelled (in each case, in whole or in part) pursuant to Sections 2.03 and 2.04 shall not be due and shall not accumulate or be payable at any time thereafter (including upon redemption of the Securities), and Holders and Beneficial Owners of the Securities shall have no rights thereto (whether upon a Liquidation Event or otherwise) or to receive any additional interest or compensation as a result of such cancellation or deemed cancellation of interest in respect of the Securities.

Section 2.06 Notice of Interest Cancellation. Notwithstanding anything to the contrary in the Indenture (including Section 1.06 of the Base Indenture), if practicable, the Company shall provide notice of any cancellation of interest (in each case, in whole or in part) to the Trustee and the Holders of the Securities at least five (5) Business Days prior to the relevant Interest Payment Date or Redemption Date and shall provide notice of any deemed cancellation of interest to the Trustee and the Holders of the Securities as promptly as practicable following the relevant Interest Payment Date or Redemption Date. Failure to provide such notice shall have no impact on the effectiveness of, or otherwise invalidate, any such cancellation or deemed cancellation of interest, or give the Holders and Beneficial Owners of the Securities any rights as a result of such failure.

Section 2.07 Determination of Interest Calculation Agent. All determinations and calculations made by the Interest Calculation Agent shall be conclusive and binding on the Holders of the Securities, the Company and the Trustee, absent manifest error.

ARTICLE III

REDEMPTION AND PURCHASE

Section 3.01 Redemption.

(a) Subject to the limitations specified in Section 3.02, the Company may, at its option, redeem the Securities, in whole but not in part:

(i) with respect to the 2027 Securities, on any calendar day during the six-month period commencing on (and including) May 16, 2027 to (and including) the 2027 Securities First Reset Date (as defined herein) and on any Interest Payment Date (as defined herein) thereafter and, with respect to the 2031 Securities, on any calendar day during the six-month period commencing on (and including) May 16, 2031 to (and including) the 2031 Securities First Reset Date and on any subsequent Interest Payment Date;

(ii) at any time if a Regulatory Event has occurred and is then continuing; or

(iii) at any time if a Tax Event has occurred and is then continuing;

in each of cases (i) to (iii) above, at their principal amount, plus accrued and unpaid interest to the Redemption Date (including Additional Amounts, if any), excluding any interest that has been cancelled or is deemed cancelled in accordance with Section 2.03 or Section 2.04.

(b) Prior to giving notice of redemption pursuant to Section 3.01(a)(ii) or Section 3.01(a)(iii), the Company shall deliver to the trustee a certificate signed by any two (2) members of the Executive Board stating that the conditions to such redemption have been satisfied.

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(c) Prior to the delivery of any notice of redemption in respect of a redemption under Section 3.01(a)(iii)the Company shall deliver to the Trustee 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)(iii).

Section 3.02 Notice of Redemption; Automatic Revocation.

(a) Notice of redemption of the Securities shall be given as provided in Section 11.04 of the Base Indenture. Such notice shall state the place or places where the Securities are to be surrendered for payment of the Redemption Price and that on the date specified for redemption, each Security shall be redeemed and the principal amount of each Security will become due and payable and that, subject to certain exceptions, interest shall cease to accrue after the redemption date. A notice of redemption shall be irrevocable, except that the occurrence of a Trigger Event or Liquidation Event or the exercise of the Dutch Bail-in Power by the Relevant Resolution Authority prior to the date fixed for redemption shall automatically revoke such notice and no Securities shall be redeemed and no payment in respect of the Securities shall be due and payable.

(b) The Company shall not give a notice of redemption of the Securities following the occurrence of a Trigger Event.

(c) 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 Section 3.02(a).

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 Competent Authority.

(b) Any redemption or purchase of the Securities is subject to the additional conditions as set out below, in each case if and to the extent required under the Capital Regulations:

(i)

either (A) on or before such redemption or purchase of the Securities, the Company shall have replaced the Securities with own funds instruments of equal or higher quality on terms that are sustainable for the Company’s income capacity or (B) the Company has demonstrated to the satisfaction of the Competent Authority that the available own funds and eligible liabilities would, following such redemption or purchase, exceed the minimum capital requirements (including any capital buffer requirements) required under CRD IV by a margin that the Competent Authority considers necessary at such time; and

(ii)

in respect of a redemption prior to the fifth anniversary of the Issue Date, (A) in the case of redemption due to the occurrence of a Regulatory Event, the Company shall have demonstrated to the satisfaction of the Competent Authority that the change in the regulatory classification of the Securities was not reasonably foreseeable as at the Issue Date; or (B) in the case of redemption due to the occurrence of a Tax Event, the Company shall have demonstrated to the satisfaction of the Competent Authority that the change in the applicable tax treatment of the Securities is material and was not reasonably foreseeable as at the Issue Date; and

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(iii)

if, at the time of such redemption or purchase, the Capital Regulations permit the redemption or purchase only after compliance with one or more alternative or additional pre-conditions to those set out in (i) and (ii) above, the Company shall have complied with such other pre-condition(s).

Section 3.04 Optional Purchases. The Company or any member of the Group may purchase or procure others to purchase beneficially for its account any of the outstanding Securities in any manner and at any price, subject to the conditions set out in Section 3.03 and to applicable law and regulation (which at the Issue Date shall include, without limitation, the Capital Regulations including Article 52(1)(i) of the CRR).

ARTICLE IV

CONVERSION OF THE SECURITIES

Section 4.01 Conversion upon Trigger Event.

(a) Upon the occurrence of a Trigger Event, the Company shall:

(i)

immediately inform the Competent Authority of its occurrence;

(ii)

deliver to the Trustee an Officers’ Certificate signed by two (2) members of the Executive Board stating that a Trigger Event has occurred (a “Trigger Event Officers’ Certificate”);

(iii)

appoint a reputable financial institution, trust company, depository entity, nominee entity or similar entity that is wholly independent of the Company (the entity so appointed, the “Conversion Shares Depository”) as promptly as practicable thereafter; and

(iv)

as promptly as practicable following the Company’s appointment of a Conversion Shares Depository (or of its ascertaining that it is not reasonably able to do so) and the delivery of a Trigger Event Officers’ Certificate to the Trustee, and, in any event, within such period as the Competent Authority may require, the Company shall deliver a Conversion Notice to the Trustee and to Holders of the Securities (via DTC).

As a condition of its appointment, the Conversion Shares Depository shall be required to undertake, for the benefit of the Holders and Beneficial Owners of the Securities, to hold the Conversion Shares on their behalf in one or more segregated accounts and perform each function ascribed to it in this Fourth Supplemental Indenture. If the Company is unable to appoint a Conversion Shares Depository prior to delivery of the Conversion Notice, it shall make such other arrangements as it deems reasonable to effect the delivery of the Conversion Shares to or for the benefit of the Holders of the Securities (the “Alternative Delivery Arrangements”). Each Holder and Beneficial Owner of any Securities shall be deemed to have irrevocably directed the Company to issue the Conversion Shares in accordance with such arrangements.

(b) A Conversion Notice shall be given substantially in the form of Exhibit B, with such modifications as shall be reasonably necessary to reflect any Alternative Delivery Arrangements. Such Conversion Notice shall be completed consistent with the requirements of this Article IV and shall specify, among other things:

(i)

that a Trigger Event has occurred with respect to the Securities;

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(ii)

the Conversion Price;

(iii)

a Conversion Date occurring without delay upon the occurrence of the Trigger Event and in any event within one (1) month following the date of such Trigger Event and in accordance with the requirements set out in Article 54 of the CRR as at the Issue Date;

(iv)

the Notice Cut-Off Date; and

(v)

a Final Cancellation Date, which shall be to the extent practicable no more than fifteen (15) Business Days following the Notice Cut-Off Date

A form of Conversion Shares Settlement Notice substantially in the form of Exhibit C, with such modifications as shall be reasonably necessary to reflect any Alternative Delivery Arrangements or any changes in the procedures of the Depositary applicable to the Conversion, shall be attached to the Conversion Notice as an annex thereto.

(c) If the outstanding Securities are issued in definitive form, the Trustee shall mail the Conversion Notice to the Holders of the Securities at their addresses shown on the Security Register within two (2) Business Days of its receipt from the Company and, if the Securities are then held by DTC in the form of Global Securities, the Trustee shall request that DTC post the Conversion Notice on its Reorganization Inquiry for Participants System pursuant to DTC’s procedures then in effect (or such other system as DTC uses for providing notices to holders of securities). The date on which the Conversion Notice shall be deemed to have been given shall be the date on which it is delivered by the Company to DTC.

(d) The Conversion shall occur on the Conversion Date specified in the Conversion Notice. On the Conversion Date, the Company shall issue and deliver the Conversion Shares to the Conversion Shares Depository (or, if it shall not have been able to appoint a Conversion Shares Depository, pursuant to any Alternative Delivery Arrangements). All of the Company’s obligations to the Holders and Beneficial Owners of the Securities under the Securities and the Indenture shall be irrevocably and automatically released in consideration of the Company’s issuance and delivery of such Conversion Shares on the Conversion Date pursuant to this Section 4.01(d) and under no circumstances shall such released obligations be reinstated. Upon such issuance and delivery, (i) the principal amount of each Security shall automatically be reduced to zero and each Holder or Beneficial Owner of a Security shall have recourse only to the Conversion Shares Depository for delivery of the Conversion Shares and (ii) the Securities shall remain in existence until the applicable Cancellation Date for the sole purpose of evidencing the Holders and Beneficial Owners of the Securities’ right to receive Conversion Shares from the Conversion Shares Depository or pursuant to any Alternative Delivery Arrangements. Any interest in respect of an Interest Period ending on any Interest Payment Date or Redemption Date falling between the date of a Trigger Event and the Conversion Date shall be deemed to have been cancelled upon the occurrence of such Trigger Event and shall not be due and payable. The Holders of the Securities’ sole recourse for the Company’s failure to issue and deliver the Conversion Shares to the Conversion Shares Depository or pursuant to any Alternative Delivery Arrangements on the Conversion Date shall be the right to demand that the Company make such issuance and delivery.

(e) If a Conversion Shares Depository shall have been appointed, the Conversion Shares shall initially be registered in the name of the Conversion Shares Depository (which shall hold the Conversion Shares on behalf of the Holders and Beneficial Owners of the Securities), and each Holder

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and Beneficial Owner of the Securities shall be deemed to have irrevocably directed the Company to issue the Conversion Shares corresponding to the conversion of its holding of Securities to the Conversion Shares Depository (which shall hold the Conversion Shares on behalf of the Holders and Beneficial Owners of the Securities).

(f) Each Holder and Beneficial Owner of Securities shall be entitled to direct the Conversion Shares Depository to exercise on its behalf all rights of a holder of the Conversion Shares (including voting rights and rights to receive dividends) other than any right to sell or otherwise transfer the Conversion Shares, which no such Holder or Beneficial Owner shall be entitled to exercise prior to the delivery of the Conversion Shares to it in accordance with the procedures set forth under Section 4.03.

(g) The Company’s calculation of its Group CET1 Capital, Group Total Risk Exposure Amount and Group CET1 Ratio, as well as any Trigger Event Officers’ Certificate delivered to the Trustee, shall be binding on the Trustee and the Holders and Beneficial Owners of the Securities.

Section 4.02 Conversion Shares.

(a) The number of Conversion Shares to be issued to the Conversion Shares Depository (or other relevant recipient) upon Conversion will be the aggregate principal amount of the Securities outstanding immediately prior to Conversion on the Conversion Date divided by the Conversion Price (rounded down, if necessary, to the nearest whole number of Conversion Shares). Each Holder of the Securities shall be entitled (subject to compliance with the relevant settlement procedures) to receive a number of Conversion Shares from the Conversion Shares Depository (or other relevant initial recipient) equal to the aggregate Tradable Amount of the Securities held by such Holder divided by the Conversion Price (rounded down, if necessary, to the nearest whole number of Conversion Shares). The Conversion Shares Depository (or other relevant recipient) shall hold the Conversion Shares on behalf of the Holders of the Securities to the extent of each such Holder’s entitlement to receive Conversion Shares as set forth above. Fractions of Conversion Shares shall not be issued or delivered following a Conversion and no cash payment shall be made in lieu thereof.

(b) The Conversion Shares issued following a Conversion shall be fully paid and non-assessable and shall in all respects rank pari passu with the fully paid Ordinary Shares in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, the entitlement to which falls prior to the Conversion Date.

(c) If the Company has an ADS Depositary Facility in effect on the Conversion Date, the Conversion Shares Depository shall deposit with the ADS Depositary any Conversion Shares in respect of which any Holder or Beneficial Owner of the Securities elects to receive ADSs pursuant to a validly completed Conversion Shares Settlement Notice on the applicable Settlement Date and shall cause the ADS Depositary to issue the corresponding number of ADSs to such Holder or Beneficial Owner in accordance with its applicable procedures, including with respect to the payment of any applicable fees and expenses of the ADS Depositary. The obligation to deliver ADSs if a Holder or Beneficial Owner of the Securities elects to have its Conversion Shares delivered in such form will apply only if at the time of Conversion the Company continues to maintain an ADS Depositary Facility. The delivery of the Conversion Shares to the ADS Depositary shall be deemed for all purposes to constitute the delivery of the Conversion Shares to any such Holder or Beneficial Owner.

(d) The procedures set forth in Sections 4.01 and 4.02 are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in Sections 4.01 and 4.02 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices.

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Section 4.03 Settlement Procedure.

(a) Delivery of the Conversion Shares to the Holders and Beneficial Owners of the Securities shall be made in accordance with the procedures set forth in this Section 4.03.

(b) No Holder or Beneficial Owner of the Securities (or the custodian, nominee, broker or other representative thereof) shall receive delivery of the relevant Conversion Shares unless the Conversion Shares Depository shall have received its Conversion Shares Settlement Notice (and, if required, the Securities to which it relates) on or before the Notice Cut-Off Date. Any notice or Securities received after the end of normal business hours at the specified office of the Conversion Shares Depository shall be deemed received on the following Business Day.

(c) If the outstanding Securities are then issued in the form of Global Securities, no Conversion Shares Settlement Notice shall be valid unless given in accordance with the applicable procedures of the Depositary and in a form acceptable to it. If the outstanding Securities are then issued in definitive form, no Conversion Shares Settlement Notice shall be valid for any purpose unless the Conversion Shares Depository shall have received the Securities to which it relates, duly endorsed to the Conversion Shares Depository. Each Conversion Shares Settlement Notice must be given in a form acceptable to the Conversion Shares Depository.

(d) Subject to any election pursuant to Section 4.02(c) and satisfaction of the requirements and limitations set forth in this Section 4.03 and provided that the Conversion Shares Settlement Notice and the relevant Securities, if applicable, are delivered on or before the Notice Cut-Off Date, the Conversion Shares Depository shall deliver the relevant Conversion Shares (rounded down to the nearest whole number of Conversion Shares) to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of the relevant Securities completing the relevant Conversion Shares Settlement Notice in accordance with the instructions given in such Conversion Shares Settlement Notice on the applicable Settlement Date.

(e) Each Conversion Shares Settlement Notice shall be irrevocable. The Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Conversion Shares Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant Holder or Beneficial Owner. If any Holder or Beneficial Owner of the Securities fails to properly complete and deliver a Conversion Shares Settlement Notice and the relevant Securities, if applicable, prior to the Notice Cut-Off Date, the Conversion Shares Depository shall be entitled to treat such Conversion Shares Settlement Notice as null and void.

(f) Each Security shall be cancelled on the applicable Cancellation Date.

(g) Neither the Company, nor any member of the Group, shall be liable for any taxes or capital, stamp, issue and registration or transfer taxes or duties arising on Conversion or that may arise or be paid as a consequence of the issue and delivery of Conversion Shares (other than any taxes due by the Company or any member of the Group according to the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969), which tax shall be borne solely by the Holder or Beneficial Owner of the Securities, or, if different, the person to whom the Conversion Shares are delivered).

Section 4.04 Failure to Deliver a Conversion Shares Settlement Notice. The Conversion Shares Depository shall continue to hold all Conversion Shares for which it has not received a

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valid Conversion Settlement Notice (and the related Securities, if applicable) on or prior to the Notice Cut-Off Date until the Final Cancellation Date. Any Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) of Securities delivering a Conversion Shares Settlement Notice after the Notice Cut-Off Date shall be required to provide evidence of its entitlement to the relevant Conversion Shares, satisfactory to the Conversion Shares Depository in its sole and absolute discretion, in order to receive delivery of such Conversion Shares. The Company shall have no liability to any Holder or Beneficial Owner of the Securities for any loss resulting from such Holder’s or Beneficial Owner’s failure to receive any Conversion Shares, or from any delay in the receipt thereof, in each case as a result of such Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) failing to duly submit a valid Conversion Shares Settlement Notice and the relevant Securities, if applicable, on a timely basis or at all.

Section 4.05 Adjustment of Floor Price.

(a) The Floor Price shall be subject to adjustment as set forth in Annex I (Anti-Dilution Provisions).

(b) There shall at all times any Securities are Outstanding be a conversion calculation agent (the “Conversion Calculation Agent”), which may be the Company or another Person appointed by the Company to serve in such capacity, who shall be responsible in consultation with the Company for the calculation of all adjustments to the Floor Price to be made pursuant to Annex I (Anti-Dilution Provisions) and all determinations required to be made pursuant thereto. Determinations, calculations and adjustments performed by the Conversion Calculation Agent pursuant to this Section 4.05(b) shall be final and binding (in the absence of bad faith or manifest error) on Holders and Beneficial Owners of the Securities. To the extent Annex I (Anti-Dilution Provisions) at any time calls for any calculation or determination to be made by an Independent Conversion Adviser, if the Person then serving as Conversion Calculation Agent is not wholly independent of the Company, the Company shall use commercially reasonable efforts to appoint an Independent Conversion Adviser to make such calculation or determination. A written opinion of such Independent Conversion Adviser in respect of such calculation or determination shall be conclusive and binding on the Company and the Holders and Beneficial Owners of the Securities, save in the case of manifest error.

(c) The Company shall give notice of any adjustments to the Floor Price to the Holders of the Securities, with a copy to the Trustee, and if the Securities are then held in the form of Global Securities shall cause the Depositary to deliver such notice to its participants in accordance with its applicable procedures.

Section 4.06 Covenants Relating to Conversion Shares.

(a) For so long as any Security remains Outstanding, the Company shall:

(i)

not make any issue, grant or distribution or take or omit to take any other action if the effect thereof would be that, on Conversion, Ordinary Shares could not, under any applicable law then in effect, be legally issued as fully paid;

(ii)

if any offer is made to all (or as nearly as may be practicable all) shareholders (or all (or as nearly as may be practicable all) such shareholders other than the offeror and/or any associates of the offeror) to acquire all or a majority of the issued Ordinary Shares, or if a scheme is proposed with regard to such acquisition, give notice of such offer or scheme to each Holder of any Securities at the same time as any notice thereof is sent to the shareholders (or as soon as practicable thereafter) that details concerning such offer or scheme may be obtained from the specified offices of the Trustee;

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(iii)

use commercially reasonable efforts to ensure that the Ordinary Shares issued upon Conversion shall be admitted to listing and trading on the Relevant Stock Exchange;

(iv)

maintain all corporate authorizations necessary to issue and allot at all times sufficient Ordinary Shares, free from pre-emptive or other preferential rights, to enable Conversion of the Securities to be satisfied in full;

(v)

use commercially reasonable efforts promptly to appoint a Conversion Shares Depository as soon as practicable following the occurrence of a Trigger Event; and

(vi)

If, at the time of a Conversion the Company has an ADS Depositary Facility in effect, the Company shall ensure that it has sufficient capacity under its then effective registration statement on Form F-6 (or successor form) to cause the ADS Depositary to issue the number of ADSs corresponding to the number of ADSs that Holders and Beneficial Owners of the Securities have elected to receive pursuant to Section 4.02(c).

(b) The Company shall not be required to comply with any obligation set forth in Section 4.06(a)(i) if its compliance with such obligation would violate the Capital Regulations or (ii) to the extent that such compliance would cause a Regulatory Event to occur.

ARTICLE V

DUTCH BAIL-IN POWER

Section 5.01 Agreement and Acknowledgment with Respect to Exercise of Dutch Bail-in Power.

(a) Notwithstanding any other agreements, arrangements or understandings between the Company and any holder or beneficial owner of the Securities, by acquiring the Securities, each Holder and Beneficial Owner of the 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 write-up by the 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 (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 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 (whether at the point of non-viability or as taken together with a resolution action). Each Holder and Beneficial Owner of the 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

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Bail-in Power by the Relevant Resolution Authority. For the avoidance of doubt, the potential conversion of the Securities into shares, other securities or other obligations in connection with the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority is separate and distinct from a Conversion following a Trigger Event. In addition, by acquiring any Securities, each Holder and Beneficial Owner of the 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 Securities, which may include amending the Interest Payment Dates or amount, or to suspend any payment in respect of the Securities for a temporary period.

(b) By its acquisition of the Securities, each Holder and Beneficial Owner:

(i)

acknowledges and agrees that no exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities or cancellation or deemed cancellation of interest on the Securities shall give rise to a default for purposes of the applicable provisions of the U.S. Trust Indenture Act of 1939, as amended (the “Trust Indenture Act“);

(ii)

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;

(iii)

(iv)

(i) consents to the exercise of any Dutch Bail-in Power as it may be imposed without any prior notice by the Relevant Resolution Authority of its decision to exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement (x) the Conversion and (y) the exercise of any Dutch Bail-in Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or such Beneficial Owner.

(i)

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Beneficial Owner or the Trustee. To the extent the Securities are held in the form of global securities, such Holder or Beneficial Owner authorizes, directs and requests DTC, any direct participant therein and any other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the Conversion without any further action or direction on the part of such Holder or Beneficial Owner or the Trustee.

(ii)

acknowledges and agrees that (a) interest is payable solely at the discretion of the Company, and no amount of interest shall become due and payable in respect of the relevant Interest Payment Date or related Interest Period or redemption date to the extent that it has been cancelled or deemed cancelled (in whole or in part) by the Company in its sole discretion and/or as a result of (i) the Company having insufficient Distributable Items, (ii) the relevant interest payment’s causing the Maximum Distributable Amount to be exceeded, or (iii) a Trigger Event or a Liquidation Event having occurred; and (b) a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of this Fourth Supplemental Indenture shall not constitute a default in payment or otherwise under the terms of the Securities.

(iii)

unconditionally and irrevocably agrees to each and every provision of this Fourth Supplemental Indenture and the Securities and waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the Trustee arising out of its acceptance of its trusteeship for the Securities, including, without limitation, claims related to or arising out of or in connection with a Trigger Event and/or any Conversion.

(iv)

acknowledges and agrees that all authority conferred or agreed to be conferred by any Holder or Beneficial Owner pursuant to the provisions described above shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of each Holder or Beneficial Owner of a Security or any interest therein.

(d) No repayment of the principal amount of the Securities or payment of interest on the Securities shall be come due and payable after the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of The Netherlands and the European Union applicable to the Company.

(e) Upon the exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities, the Company shall provide a written notice of such event to DTC (if the Securities are then held by DTC in the form of Global Securities) for the purposes of notifying Holders of Securities of such occurrence, including the amount of any cancellation of all, or a portion, of the principal amount of, or interest on, the Securities, with a copy to the Trustee for information purposes, as soon as practicable regarding such exercise of the Dutch Bail-in Power. Failure to provide such notices will not have any impact on the effectiveness of, or otherwise invalidate, any such exercise of the Dutch Bail-in Power.

(f) 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 interest cancellation, the Conversion, the Dutch Bail-in Power and the limitations on remedies specified in Article VI hereof.

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ARTICLE VI

DEFAULTS AND REMEDIES

The following provisions shall apply to the Securities in lieu of Sections 5.01 and 5.02 of the Base Indenture and in addition to the other provisions set forth in Article 5 of the Base Indenture:

Section 6.01 Liquidation Event. A Liquidation Event occurring prior to the occurrence of a Trigger Event shall be the sole Event of Default with respect to the Securities. The principal amount of the Securities shall become immediately due and payable upon an Event of Default with respect to the Securities, without the need of any further action on the part of the Trustee, the Holders of the Securities or any other Person.

Section 6.02 Failure to Pay Principal Amount. Any Holder of a Security (or the Trustee acting on behalf of all Holders of the Securities) may demand payment of the principal amount of the Securities upon a Payment Default. The Trustee may, at its discretion, in such event institute bankruptcy proceedings in The Netherlands (or such other jurisdiction in which the Company may be organized) (but not elsewhere) against the Company and/or prove in a bankruptcy or liquidation of the Company and/or claim in a liquidation or administration of the Company.

Section 6.03 Performance Obligations. The Trustee may without further notice institute such proceedings against the Company as it may deem fit to enforce or seek damages for the breach of any Performance Obligation.

Section 6.04 No Other Remedies and Other Terms.

(a) Other than the limited remedies specified in this Article VI, and subject to Section 6.04(c), no remedy against the Company shall be available to the Trustee (acting on behalf of the Holders of the Securities) or to any Holder or Beneficial Owner of the Securities, whether for the recovery of amounts owing in respect of such Securities or under the Indenture, or in respect of any breach by the Company of any of the Company’s obligations under or in respect of the terms of such Securities or under the Indenture in relation thereto; provided that the Company’s obligations to the Trustee under Section 6.07 of the Base Indenture and the Trustee’s rights to have money collected applied first to pay amounts due to it under such Section pursuant to Section 5.06 of the Base Indenture expressly survive any Default and are not subject to the subordination provisions of Article VII of this Fourth Supplemental Indenture.

(b) In the case of a Default under the Securities, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. For purposes of the Base Indenture, “Event of Default” in respect of the Securities shall mean “Default” as defined in this Fourth Supplemental Indenture, except that the term “Event of Default” as used in Section 3.05(b)(ii) of the Base Indenture and Article 8 of the Base Indenture shall mean “Liquidation Event.”

(c) Notwithstanding the limitations on remedies specified under Article VI, (i) the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in

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respect of the rights of the Holders and Beneficial Owners of the Securities under the provisions of the Indenture, and (ii) nothing shall impair the right of a Holder or Beneficial Owner of the Securities under the Trust Indenture Act, absent such Holder’s or Beneficial Owner’s consent, to sue for any payment due but unpaid with respect to the Securities; provided that, in the case of (i) and (ii) above, any payments in respect of, or arising from, the Securities, including any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the Securities, shall be subject to the subordination provisions set forth in Section 7.01 of this Fourth Supplemental Indenture.

Section 6.05 Waiver of Past Defaults.

(a) Holders of not less than a majority in aggregate principal amount of the Outstanding Securities may on behalf of the Holders of all of the Securities waive any past Default that results from a breach by the Company of a Performance Obligation. Holders of a majority of the aggregate principal amount of the Outstanding Securities shall not be entitled to waive any past default that results from a Liquidation Event or a Payment Default.

(b) Upon the occurrence of any waiver permitted by Section 6.05(a), such Default shall cease to exist, and any Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of the Base Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

ARTICLE VII

SUBORDINATION AND SET-OFF

Section 7.01 Subordination.

(a) The Securities shall constitute the Company’s direct, unsecured and subordinated obligations, ranking equally without any preference among themselves and at least pari passu with all other present and future unsecured and subordinated obligations of the Issuer, save for those that have been accorded by law preferential rights (including as a result of the Amending Act). The rights and claims of the Holders and Beneficial Owners of the Securities in respect of or arising from the Securities shall be subordinated to the claims of holders of Senior Instruments.

(b) If a Liquidation Event occurs prior to a Trigger Event, the Securities shall be subordinated to Senior Instruments, and rank pari passu with all Parity Instruments. By virtue of such subordination, any payments to the Holders of the Securities upon any Liquidation Event shall only be made after all payment obligations of the Company in respect of Senior Instruments have been satisfied. The amount of any claim in respect of each Security shall be its principal amount.

(c) If a Liquidation Event occurs after a Trigger Event but before the Conversion Shares deliverable upon Conversion are issued and delivered pursuant to Section 4.01, each Holder or Beneficial Owner of a Security shall have a claim, in lieu of any other payment by the Company, for the amount, if any, it would have been entitled to receive if the Conversion relating to such Trigger Event and the relevant number of Conversion Shares to which such holder would have been entitled had been delivered to such holder had occurred immediately prior to the Liquidation Event.

(d) From (and including) the Effective Date, the Securities are intended to qualify as, and comprise part of, own funds having a lower priority ranking than any claim that does not result from an own funds item within the meaning of the Amending Act.

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Section 7.02 No Set-Off. Subject to applicable law, neither any no Holder or Beneficial Owner of Securities, nor the Trustee acting on their behalf, may exercise, claim or plead any right of set-off, 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 and each Holder and Beneficial Owner of Securities, by virtue of its holding of any Securities, and the Trustee acting on their behalf, shall be deemed to have waived all such rights of set-off, compensation or retention. If notwithstanding the foregoing any amounts due and payable to any Holder or Beneficial Owner of Securities by the Company in respect of, or arising under, the Securities are discharged by set-off, such Holder or Beneficial Owner shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to the Company (or, if a Liquidation Event shall have occurred, the liquidator or administrator of the Company, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust or otherwise for the Company (or the liquidator or administrator of the Company, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. The foregoing shall not prevent any set-off in order to give effect to a Conversion.

ARTICLE VIII

ADDITIONAL TRUSTEE PROTECTIONS

Section 8.01 Conversion. Notwithstanding anything to the contrary contained in the Indenture or the Securities,

(a) once the Company has delivered a Conversion Notice, (i) no Holder or Beneficial Owner of a Security shall have any rights whatsoever under the Indenture or the Securities to instruct or direct the Trustee to take any action whatsoever and (ii) as of the date of the Conversion Notice, except for any indemnity and/or security provided by any Holder or by any Beneficial Owner of the Securities in such direction or related to such direction, any direction previously given to the Trustee by any Holders or by any Beneficial Owners of the Securities shall cease automatically and shall be null and void and of no further effect; except in each case of (i) and (ii) of this Section, with respect to any rights of Holders or Beneficial Owners of the Securities with respect to any payments under the Securities that were unconditionally due and payable prior to the date of the Conversion Notice or unless the Trustee is instructed in writing by the Company to act otherwise;

(b) the Trustee shall be entitled to conclusively rely on and accept a Trigger Event Officers’ Certificate without any duty whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of a Trigger Event, and such Trigger Event Officers’ Certificate shall be conclusive and binding on the Trustee and each Holder and Beneficial Owner of any Security or interest therein; and

(c) the Trustee shall not be liable with respect to (i) the calculation or accuracy of the Group CET1 Capital, Group Total Risk Exposure Amount and Group CET1 Ratio in connection with the occurrence of a Trigger Event and the timing of such Trigger Event, (ii) the failure of the Company to provide any information whatsoever in respect of a Trigger Event to any Holder or Beneficial Owner of a Security, (iii) any aspect of the Company’s decision to deliver a Conversion Notice or the related Conversion or (iv) the adequacy of the disclosure of these provisions to any Holder or Beneficial Owner of any Security or any interest therein or for the direct or indirect consequences thereof.

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Section 8.02 Indemnification by the Company. The Company’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Base Indenture shall survive any exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities and any Conversion hereunder.

ARTICLE IX

ADDITIONAL ACKNOWLEDGEMENTS AND AGREEMENTS

OF HOLDERS AND BENEFICIAL OWNERS

By acquiring the Securities, each Holder and Beneficial Owner of a Security or any interest therein, including any Person acquiring any such Security or interest therein after the date hereof, acknowledges and agrees with and for the benefit of the Company and the Trustee as follows:

Section 9.01 Dutch Bail-in Power. Such Holder and Beneficial Owner of a Security or any interest therein:

(a) acknowledges and agrees that no exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities or cancellation or deemed cancellation of interest on the Securities pursuant to Sections 2.03 and 2.04 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;

(b) 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;

(c) acknowledges and agrees that, upon the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority, (i) the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.12 of the Base Indenture and (ii) the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority. If Holders or Beneficial Owners of the Securities have given a direction to the Trustee pursuant to Section 5.12 of the Base Indenture prior to the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority, such direction shall cease to be of further effect upon such exercise of any Dutch Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following the completion of the exercise of the Dutch Bail-in Power by the Relevant Resolution Authority, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to this Fourth Supplemental Indenture; and

(d) (i) consents to the exercise of any Dutch Bail-in Power as it may be imposed without any prior notice by the Relevant Resolution Authority of its decision to exercise such power with respect to the Securities and (ii) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement (x) the Conversion and (y) the exercise of any Dutch Bail-in Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner.

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Section 9.02 Conversion Upon a Trigger Event. Such Holder or Beneficial Owner consents to the Conversion of its Securities following a Trigger Event, the appointment of the Conversion Shares Depository, and the issuance of the Conversion Shares to the Conversion Shares Depository, all of which may occur without any further action on the part of such Holder or Beneficial Owner or the Trustee, and following which no Holder or Beneficial Owner of any Securities will have any rights against the Company with respect to the payment of principal of, or interest on, such Securities. To the extent the Securities are held in the form of Global Securities, such Holder or Beneficial Owner authorizes, directs and requests the Depositary, any direct participant therein and any other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the Conversion without any further action or direction on the part of such Holder or Beneficial Owner or the Trustee. Upon a Trigger Event and Conversion, the principal amount of the Securities may be applied in such manner as the Company deems necessary in connection with the issue and paying up of the relevant Conversion Shares and the delivery thereof to the Conversion Shares Depository or pursuant to any Alternative Delivery Arrangements.

Section 9.03 Interest Cancellation. Interest shall be payable on the Securities solely at the discretion of the Company, and no amount of interest shall become due and payable in respect of the relevant Interest Payment Date or related Interest Period or Redemption Date to the extent that it has been cancelled or deemed cancelled (in whole or in part) by the Company in its sole discretion and/or as a result of (i) the Company having insufficient Distributable Items, (ii) the relevant interest payment’s causing the Maximum Distributable Amount to be exceeded, or (iii) a Trigger Event or a Liquidation Event having occurred. A cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture shall not constitute a default in payment or otherwise under the terms of the Securities.

Section 9.04 Waiver of Claims. Such Holder or Beneficial Owner unconditionally and irrevocably agrees to each and every provision of the Indenture and the Securities and waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the Trustee arising out of its acceptance of its trusteeship for the Securities, including, without limitation, claims related to or arising out of or in connection with a Trigger Event and/or any Conversion.

Section 9.05 Successors and Assigns. All authority conferred or agreed to be conferred by any Holder or Beneficial Owner of the Securities pursuant to this Article IX shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of such Holder or Beneficial Owner.

ARTICLE X

ADDITIONAL AMOUNTS

Section 10.01 Additional Amounts.

(a) All amounts of principal of, and any premium and interest on, the Securities will be paid by the Company or any successor thereof without deduction or withholding for any taxes, assessments or other charges imposed by the government of The Netherlands, or the government of a jurisdiction in which a successor to the Company is organized or resident for tax purposes, unless such deduction or withholding is required by applicable law. If deduction or withholding of any of these charges is required by The Netherlands, or by a jurisdiction in which a successor to the Company is organized or resident for tax purposes, the Company or such successor, as the case may be, will pay as additional interest any additional amounts necessary to make the net amount paid to the affected Holders

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equal the amount the Holders would have received in the absence of the deduction or withholding. However, additional amounts will not be paid for:

•

the amount of any tax, assessment or other governmental charge imposed by any taxing authority of or in the United States;

•

the amount of any withholding or deduction that will be required to be made pursuant to the Dutch Withholding Tax Act 2021 (Wet bronbelasting 2021);

•

the amount of any tax, assessment or other governmental charge which is only payable because:

•

a connection, other than the holding or ownership of the capital security or the receipt of interest and principal thereon, exists between the Holder and The Netherlands (or such jurisdiction in which a successor to the Company is organized or resident for tax purposes);

•

the Holder presented the capital security for payment (where presentation is required) more than 15 days after the date on which the relevant payment became due or was provided for, whichever is later;

•

the Holder failed to comply, on a timely basis, with a written request of the Company or any successor thereof for any applicable information or certification that would have, if provided on a timely basis, permitted the payment to be made without withholding or deduction (or with a reduced rate of withholding or deduction);

•

the amount of any estate, inheritance, gift, sales, excise, transfer or personal property tax or any similar tax, duty, assessment or governmental charge;

•

the amount of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from a payment on or in respect of the capital securities;

•

the amount of any tax, assessment or other governmental charge that a Holder or Beneficial Owner would have been able to avoid (but has not so avoided) by presenting and surrendering the relevant capital security to another paying agent (where presentation and surrendering is required);

•

the amount of any tax, assessment or other governmental charge which is payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a withholding or deduction by the Company, the Paying Agent or any successor thereof from payments made by it;

•

the amount of any tax, assessment or other governmental charge which is withheld or deducted by a paying agent from a payment if the payment could have been made by another paying agent without such withholding or deduction;

•

the amount of any tax, assessment or other governmental charge which is payable by reason of a change in law that becomes effective more than 30 days after the relevant payment becomes due and is made available for payment to the Holders, unless such tax, assessment or other governmental charge would have been applicable had payment been made within such 30 day period; or

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•

any combination of the taxes, assessments or other governmental charges described above.

In addition, the Company will not pay “additional amounts” to a Holder that is a fiduciary or partnership or an entity that is not the sole Beneficial Owner of the payment where the law requires the payment to be included in the income of a beneficiary or settlor for tax purposes with respect to such fiduciary or a member of such partnership or a Beneficial Owner who would not have been entitled to such “additional amounts” had it been the Holder. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or any interest, if any, on or in respect of any Capital Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made.

(b) Additional Amounts shall only be paid in the event that deduction or withholding relates to interest payments (and not payments of principal), and subject to the restrictions contained in Section 2.04 above.

ARTICLE XI

AMENDMENTS TO THE INDENTURE

Section 11.01 Supplemental Indentures Without Consent of Holders.

(a) The first paragraph of Section 3.03 of the Base Indenture is hereby amended and restated in its entirety to read as follows:

“The Capital Securities shall be executed on behalf of the Company by a Chairman of the Executive Board, a Vice Chairman of the Executive Board, any member of the Executive Board, or the Chief Financial Officer of the Company (or any other officer of the Company designated in writing by or pursuant to authority of the Executive Board and delivered to the Trustee from time to time). The signature of any of these officers on the Capital Securities may be manual, facsimile or electronic. Capital Securities bearing the manual, facsimile or electronic signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Capital Securities.”

(b) The fifth paragraph of Section 3.03 of the Base Indenture is hereby amended and restated in its entirety to read as follows:

“No Capital Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Capital Security a certificate of authentication substantially in the form provided for herein executed by or on behalf of the Trustee by manual or electronic signature, and such certificate upon any Capital Security shall be conclusive evidence, and

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the only evidence, that such Capital Security has been duly authenticated and delivered hereunder and that such Capital Security is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Capital Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Capital Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Capital Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.”

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Effectiveness. This Fourth Supplemental Indenture shall become effective upon its execution and delivery.

Section 12.02 Modification.

(a) Without the consent of any Holders of the Securities, the Company and the Trustee may make such modifications to the provisions of Sections 4.01 and 4.03 and Exhibits B and C as are reasonably necessary, in the opinion of the Company, to reflect the procedures of the Depositary in effect at the time of any Conversion or issuance of the Securities in definitive form and the requirements of the Conversion Shares Depository.

(b) Any modification to or waiver of Section 4.06 shall require the consent of the Holders of at least 75% in principal amount of the outstanding Securities.

(c) Any amendment or modification of the Securities (or of the Indenture with respect to the Securities) shall be subject to the Company obtaining the prior written consent of the Competent Authority.

(d) The Company may not amend Section 7.01 to alter the subordination of any outstanding Securities without the consent of each holder of any Senior Instrument then outstanding who would be adversely affected.

(e) The Company may not amend Section 7.01 in a manner that would adversely affect the other Capital Securities of any one or more series then outstanding in any material respect, without the consent of the Holders of a majority in aggregate principal amount of all affected series then outstanding, voting together as one class (and also of any affected series that by its terms is entitled to vote separately as a series).

Section 12.03 Original Issue. The Securities may, upon execution of this Fourth 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.

Section 12.04 Ratification and Integral Part. The Base Indenture as supplemented by this Fourth Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this Fourth Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein and therein provided.

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Section 12.05 Priority. This Fourth 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 Fourth 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 12.06 Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Fourth Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

Section 12.07 Counterparts. This Fourth 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 Fourth Supplemental Indenture relating to the execution and delivery of this Fourth Supplemental Indenture and any documents to be delivered in connection herewith shall be deemed to include signatures by Electronic Means, 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.

“Electronic Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the Trustee as available for use in connection with its services hereunder.

The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions (“Instructions”) given pursuant to this Indenture and related financing documents and delivered using Electronic Means; provided, however, that the Company and/or the Obligor, as applicable, shall provide to the Trustee an incumbency certificate listing officers with the authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Company and/or the Obligor, as applicable, whenever a person is to be added or deleted from the listing. If the Company and/or the Obligor, as applicable, elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company and the Obligor understand and agree that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have been sent by such Authorized Officer. The Company and the Obligor shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee and that the Company, the Obligor and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company and/or the Obligor, as applicable. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Company and the Obligor agree: (i) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Company and/or the Obligor, as applicable; (iii) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.

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Section 12.08 Governing Law. This Fourth Supplemental Indenture and the Securities shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination provisions and the waiver of set-off provisions in Article VII, which are governed by, and construed in accordance with, Dutch law.

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IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the day and year first 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: Senior Associate Capital Markets

THE BANK OF NEW YORK MELLON, LONDON BRANCH, AS TRUSTEE

By:		/s/ Michael Lee
		Name: Michael Lee
		Title: Authorized Signatory

Signature Page to the Fourth Supplemental Indenture

Annex I

Anti-Dilution Provisions

Adjustment of Floor Price

Upon the happening of any of the events described below, the Floor Price shall be adjusted as follows:

(i)

If and whenever there shall be a consolidation, reclassification/redesignation or subdivision affecting the number of Ordinary Shares, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to such consolidation, reclassification/redesignation or subdivision by the following fraction:


		A
		B

where:

is the aggregate number of Ordinary Shares in issue immediately before such consolidation, reclassification/redesignation or subdivision, as the case may be; and

is the aggregate number of Ordinary Shares in issue immediately after, and as a result of, such consolidation, reclassification/redesignation or subdivision, as the case may be.

Such adjustment shall become effective on the date the consolidation, reclassification/redesignation or subdivision, as the case may be, takes effect.

(ii)

If and whenever the Company shall issue any of its Ordinary Shares credited as fully paid to the Company’s shareholders by way of capitalization of profits or reserves (including any share premium account or capital redemption reserve) other than (1) where any such Ordinary Shares are or are to be issued instead of the whole or part of a Cash Dividend which the Shareholders would or could otherwise have elected to receive, (2) where the Company’s shareholders may elect to receive a Cash Dividend in lieu of such Ordinary Shares or (3) where any such Ordinary Shares are or are expressed to be issued in lieu of a Dividend (whether or not a Cash Dividend equivalent or amount is announced or would otherwise be payable to Shareholders, whether at their election or otherwise), the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to such issue by the following fraction:


		A
		B

where:

is the aggregate number of Ordinary Shares in issue immediately before such issue; and

is the aggregate number of Ordinary Shares in issue immediately after such issue.

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Annex I

Such adjustment shall become effective on the first date of issue of such Ordinary Shares.

(iii)

(A)

If and whenever the Company shall pay any Extraordinary Dividend to its shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:


		A – B
		A – C

where:

is the Current Market Price of one ordinary share on the Effective Date;

is the portion of the Fair Market Value of the aggregate Extraordinary Dividend attributable to one ordinary share, with such portion being determined by dividing the Fair Market Value of the aggregate Extraordinary Dividend by the number of Ordinary Shares entitled to receive the relevant Dividend; and

is an amount equal to:

(a)

in the case of an Extraordinary Dividend falling under part (i) of the definition of Extraordinary Dividend, zero; or,

(b)

in the case of an Extraordinary Dividend falling under part (ii) of the definition of Extraordinary Dividend, the amount (if any) by which the Reference Amount in respect of the Relevant Year exceeds an amount equal to the aggregate of the Fair Market Values of any previous Cash Dividends (other than any Cash Dividends falling under part (i) of the definition of Extraordinary Dividend) per ordinary share of the Company paid or made in respect of such Relevant Year (where C shall equal zero if such previous Cash Dividends per ordinary share of the Company are equal to, or exceed, the Reference Amount in respect of the Relevant Year). For the avoidance of doubt, “C” shall equal the Reference Amount determined in respect of the Relevant Year where no previous Cash Dividends (other than any Cash Dividends falling under part (i) of the definition of Extraordinary Dividend) per ordinary share of the Company have been paid or made in respect of such Relevant Year.

Such adjustment shall become effective on the Effective Date or, if later, the first date upon which the Fair Market Value of the relevant Extraordinary Dividend can be determined.

“Effective Date” means, for purposes of this paragraph (iii)(A), the first date on which the Ordinary Shares are traded ex-the relevant Cash Dividend on the Relevant Stock Exchange.

(B)

If and whenever the Company shall pay or make any Non-Cash Dividend to its shareholders, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:


		A – B
		A

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Annex I

where:

is the Current Market Price of one ordinary share on the Effective Date; and

is the portion of the Fair Market Value of the aggregate Non-Cash Dividend attributable to one ordinary share, with such portion being determined by dividing the Fair Market Value of the aggregate Non-Cash Dividend by the number of Ordinary Shares entitled to receive the relevant Non-Cash Dividend (or, in the case of a purchase, redemption or buy back of Ordinary Shares or any depositary or other receipts or certificates representing Ordinary Shares by or on behalf of the Company or any member of the Group, by the number of Ordinary Shares in issue immediately following such purchase, redemption or buy back, and treating as not being in issue any Ordinary Shares, or any Ordinary Shares represented by depositary or other receipts or certificates, purchased, redeemed or bought back).

Such adjustment shall become effective on the Effective Date or, if later, the first date upon which the Fair Market Value of the relevant Non-Cash Dividend can be determined as provided herein.

“Effective Date” means, for purposes of this paragraph (iii)(B), the first date on which the Ordinary Shares are traded ex-the relevant Dividend on the Relevant Stock Exchange or, in the case of a purchase, redemption or buy back of Ordinary Shares or any depositary or other receipts or certificates representing Ordinary Shares by or on behalf of the Company or any member of the Group, the date on which such purchase, redemption or buy back is made (or, in any such case if later, the first date upon which the Fair Market Value of the relevant Dividend is capable of being determined as provided herein) or in the case of a Spin-Off, the first date on which the Ordinary Shares are traded ex-the relevant Spin-Off on the Relevant Stock Exchange.

(C)

For the purposes of this paragraph (iii) and the definition of “Extraordinary Dividend”, the Fair Market Value of any Cash Dividend or Non-Cash Dividend shall (subject as provided in paragraph (i) of the definition of “Dividend” and in the definition of “Fair Market Value”) be determined as at the Effective Date of such Cash Dividend, or, as the case may be, Non-Cash Dividend.

(D)

In making any calculations for the purposes of this paragraph (iii), such adjustments (if any) shall be made as an Independent Conversion Adviser may determine in good faith to be appropriate to reflect (i) any consolidation or sub-division of any Ordinary Shares or (ii) the issue of Ordinary Shares by way of capitalization of profits or reserves (or any like or similar event) or (iii) any increase in the number of Ordinary Shares in issue in the Relevant Year in question.

(iv)

If and whenever the Company shall issue Ordinary Shares to shareholders as a class by way of rights, or the Company or any member of the Group or (at the direction or request

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Annex I

or pursuant to any arrangements with the Company or any member of the Group) any other company, person or entity shall issue or grant to shareholders as a class by way of rights, any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Ordinary Shares, or any securities which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, or the right to acquire, any Ordinary Shares (or shall grant any such rights in respect of existing securities so issued), in each case at a price per ordinary share which is less than 95% of the Current Market Price per ordinary share on the Effective Date, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:


		A + B
		A + C

where:

is the number of Ordinary Shares in issue on the Effective Date;

is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the Ordinary Shares issued by way of rights, or for the securities issued by way of rights, or for the options or warrants or other rights issued or granted by way of rights and for the total number of Ordinary Shares deliverable on the exercise thereof, would purchase at such Current Market Price per ordinary share; and

is the number of Ordinary Shares to be issued or, as the case may be, the maximum number of Ordinary Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights or upon conversion or exchange or exercise of rights of subscription or purchase or other rights of acquisition in respect thereof at the initial conversion, exchange, subscription, purchase or acquisition price or rate,

provided that if on the Effective Date such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this paragraph (iv), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Effective Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Effective Date.

Such adjustment shall become effective on the Effective Date.

“Effective Date” means, for purposes of this paragraph (iv), the first date on which the Ordinary Shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange.

(v)

If and whenever the Company or any member of the Group or (at the direction or request or pursuant to any arrangements with the Company or any member of the Group) any other company, person or entity shall issue any securities (other than Ordinary Shares or options, warrants or other rights to subscribe for or purchase or otherwise acquire any Ordinary Shares or securities which by their terms carry (directly or indirectly) rights of

I-4

Annex I

conversion into, or exchange or subscription for, or rights to otherwise acquire, Ordinary Shares) to shareholders as a class by way of rights or grant to shareholders as a class by way of rights any options, warrants or other rights to subscribe for or purchase or otherwise acquire any securities (other than Ordinary Shares or options, warrants or other rights to subscribe for or purchase or otherwise acquire Ordinary Shares or securities which by their term carry (directly or indirectly) rights of conversion into, or exchange or subscription for, rights to otherwise acquire, Ordinary Shares), the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:


		A – B
		A

where:

is the Current Market Price of one ordinary share on the Effective Date; and

is the Fair Market Value on the Effective Date of the portion of the rights attributable to one ordinary share.

Such adjustment shall become effective on the Effective Date.

“Effective Date” means, for purposes of this paragraph (v), the first date on which the Ordinary Shares are traded ex-the relevant securities or ex-rights, ex-option or ex-warrants on the Relevant Stock Exchange.

(vi)

If and whenever the Company shall issue (otherwise than as mentioned in paragraph (iv) above) wholly for cash or for no consideration any Ordinary Shares (other than Ordinary Shares issued on conversion of the Securities or comparable contingent convertible capital securities or on the exercise of any rights of conversion into, or exchange or subscription for or purchase of, or right to otherwise acquire Ordinary Shares) or if and whenever the Company or any member of the Group or (at the direction or request or pursuance to any arrangements with the Company or any member of the Group) any other company, person or entity shall issue or grant (otherwise than as mentioned in paragraph (iv) above) wholly for cash or for no consideration any options, warrants or other rights to subscribe for or purchase or otherwise acquire any Ordinary Shares (other than, for the avoidance of doubt, the Securities or any Further Capital Securities or comparable contingent convertible capital securities), in each case at a price per ordinary share which is less than 95% of the Current Market Price per ordinary share on the date of the first public announcement of the terms of such issue or grant, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:


		A + B
		A + C

where:

is the number of Ordinary Shares in issue immediately before the issue of such Ordinary Shares or the grant of such options, warrants or rights;

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Annex I

is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the issue of such Ordinary Shares or, as the case may be, for the Ordinary Shares to be issued or otherwise made available upon the exercise of any such options, warrants or rights, would purchase at such Current Market Price per ordinary share; and

is the number of Ordinary Shares to be issued pursuant to such issue of such Ordinary Shares or, as the case may be, the maximum number of Ordinary Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights,

provided that if on the Effective Date such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time, then for the purposes of this paragraph (vi), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Effective Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Effective Date.

Such adjustment shall become effective on the Effective Date.

“Effective Date” means, for purposes of this paragraph (vi), the date of issue of such Ordinary Shares or, as the case may be, the grant of such options, warrants or rights.

(vii)

If and whenever the Company or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Company or any member of the Group) any other company, person or entity (otherwise than as mentioned in paragraphs (iv) through (vi) above) shall issue wholly for cash or for no consideration any securities (other than, for the avoidance of doubt, the Securities or any Further Capital Securities or comparable contingent convertible capital securities) which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, purchase of, or rights to otherwise acquire, Ordinary Shares Ordinary Shares (or shall grant any such rights in respect of existing securities so issued) or securities which by their terms might be reclassified/redesignated as Ordinary Shares, and the price per ordinary share upon conversion, exchange, subscription, purchase, acquisition or redesignation is less than 95% of the Current Market Price per ordinary share on the date of the first public announcement of the terms of issue of such securities (or the terms of such grant), the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:


		A + B
		A + C

where:

is the number of Ordinary Shares in issue immediately before such issue or grant (but where the relevant securities carry rights of conversion into or rights of exchange or subscription for, purchase of, or rights to otherwise acquire Ordinary Shares which have been issued, purchased or acquired by the Company or any member of the Group (or at the direction or request or pursuant to any arrangements with the Company or any member of the Group) for the purposes of or in connection with such issue, less the number of such Ordinary Shares so issued, purchased or acquired);

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is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the Ordinary Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached to such securities or, as the case may be, for the Ordinary Shares to be issued or to arise from any such reclassification/redesignation would purchase at such Current Market Price per ordinary share; and

is the maximum number of Ordinary Shares to be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such right of subscription attached thereto at the initial conversion, exchange, subscription, purchase or acquisition price or rate or, as the case may be, the maximum number of Ordinary Shares which may be issued or arise from any such reclassification/redesignation;

provided that if on the Effective Date such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription, purchase or acquisition are exercised or, as the case may be, such securities are reclassified/redesignated or at such other time as may be provided), then for the purposes of this paragraph (vii), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Effective Date and as if such conversion, exchange, subscription, purchase or acquisition or, as the case may be, reclassification/redesignation had taken place on the Effective Date.

Such adjustment shall become effective on the Effective Date.

“Effective Date” means, for purposes of this paragraph (vii), the date of issue of such Securities or, as the case may be, the grant of such rights.

(viii)

If and whenever there shall be any modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to any securities (other than, for the avoidance of doubt, the Securities or any Further Capital Securities or comparable contingent convertible capital securities) as are mentioned in paragraph (vii) above (other than in accordance with the terms (including terms as to adjustment) applicable to such securities upon issue) so that following such modification the consideration per ordinary share has been reduced and is less than 95% of the Current Market Price per ordinary share on the date of the first public announcement of the proposals for such modification, the Floor Price shall be adjusted by multiplying the Floor Price in force immediately prior to the Effective Date by the following fraction:


		A + B
		A + C

where:

is the number of Ordinary Shares in issue immediately before such modification (but where the relevant securities carry rights of conversion into or rights of

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exchange or subscription for, or purchase or acquisition of, Ordinary Shares which have been issued, purchased or acquired by the Company or any member of the Group (or at the direction or request or pursuant to any arrangements with the Company or any member of the Group) for the purposes of or in connection with such securities, less the number of such Ordinary Shares so issued, purchased or acquired);

is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the Ordinary Shares to be issued or otherwise made available upon conversion or exchange or upon exercise of the right of subscription, purchase or acquisition attached to the securities so modified would purchase at such Current Market Price per ordinary share or, if lower, the existing conversion, exchange, subscription, purchase or acquisition price or rate of such securities; and

is the maximum number of Ordinary Shares which may be issued or otherwise made available upon conversion or exchange of such securities or upon the exercise of such rights of subscription, purchase or acquisition attached thereto at the modified conversion, exchange, subscription, purchase or acquisition price or rate but giving credit in such manner as an Independent Conversion Adviser in good faith shall consider appropriate for any previous adjustment under this paragraph (viii) or paragraph (vii) above;

provided that if on the Effective Date such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some subsequent time (which may be when such securities are converted or exchanged or rights of subscription, purchase or acquisition are exercised or at such other time as may be provided) then for the purposes of this paragraph (viii), “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Effective Date and as if such conversion, exchange, subscription, purchase or acquisition had taken place on the Effective Date.

Such adjustment shall become effective on the Effective Date.

“Effective Date” means, for purposes of this paragraph (viii), the date of modification of the rights of conversion, exchange, subscription, purchase or acquisition attaching to such securities.

(ix)

If and whenever the Company or any member of the Group or (at the direction or request of or pursuant to any arrangements with the Company or any member of the Group) any other company, person or entity shall offer any securities in connection with which shareholders as a class are entitled to participate in arrangements whereby such securities may be acquired by them (except where the Floor Price is required to be adjusted under paragraphs (ii) through (vi) above (or would be required to be so adjusted if the relevant issue or grant was at less than 95% of the Current Market Price per ordinary share on the relevant dealing day under paragraph (v) above)) the Floor Price shall be adjusted by multiplying the Floor Price in force immediately before the Effective Date by the following fraction:


		A – B
		A

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where:

is the Current Market Price of one ordinary share on the Effective Date; and

is the Fair Market Value on the Effective Date of the portion of the relevant offer attributable to one ordinary share.

Such adjustment shall become effective on the Effective Date.

“Effective Date” means, for purposes of this paragraph (ix), the first date on which the Ordinary Shares are traded ex-rights on the Relevant Stock Exchange.

(x)

If the Company determines that a reduction to the Floor Price should be made for whatever reason, the Floor Price will be reduced (either generally or for a specified period as notified to Holders of the Securities) in such manner and with effect from such date as the Company shall determine and notify to the Holders of the Securities.

For the purpose of any calculation of the consideration receivable or price pursuant to paragraphs (iv) and (vi) – (viii), the following provisions shall apply:

(i)

the aggregate consideration receivable or price for Ordinary Shares issued for cash shall be the amount of such cash;

(ii)

(x) the aggregate consideration receivable or price for Ordinary Shares to be issued or otherwise made available upon the conversion or exchange of any securities shall be deemed to be the consideration or price received or receivable for any such securities and (y) the aggregate consideration receivable or price for Ordinary Shares to be issued or otherwise made available upon the exercise of rights of subscription attached to any securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole) of the consideration or price received or receivable for such securities or, as the case may be, for such options, warrants or rights which are attributed by the Company to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration or price is so attributed, the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the applicable Effective Date as described in paragraphs (iv) and (vi) – (viii) above, as the case may be plus in the case of each of (x) and (y) above, the additional minimum consideration receivable or price (if any) upon the conversion or exchange of such securities, or upon the exercise of such rights or subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights and (z) the consideration receivable or price per ordinary share upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such securities or, as the case may be, upon the exercise of such options, warrants or rights shall be the aggregate consideration or price referred to in (x) or (y) above (as the case may be) divided by the number of Ordinary Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or subscription price or rate;

(iii)

if the consideration or price determined pursuant to clause (i) or (ii) above (or any component thereof) shall be expressed in a currency other than the Relevant Currency, it shall be converted into the Relevant Currency at the Prevailing Rate on the relevant Effective Date (in the case of clause (i) above) or the relevant date of first public announcement (in the case of clause (ii) above);

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(iv)

in determining the consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant Ordinary Shares or securities or options, warrants or rights, or otherwise in connection therewith; and

(v)

the consideration or price shall be determined as provided above on the basis of the consideration or price received, receivable, paid or payable, regardless of whether all or part thereof is received, receivable, paid or payable by or to the Company or another entity

Notwithstanding the foregoing provisions:

(A)

where the events or circumstances giving rise to any adjustment pursuant to paragraphs (i) – (x) above have already resulted or will result in an adjustment to the Floor Price or where the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances which have already given or will give rise to an adjustment to the Floor Price or where more than one event which gives rise to an adjustment to the Floor Price occurs within such a short period of time that, in the opinion of the Company, a modification to the operation of the adjustment provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be determined in good faith by an Independent Conversion Adviser to be in its opinion appropriate to give the intended result;

(B)

such modification shall be made to the operation of the Indenture as may be determined in good faith by an Independent Conversion Adviser to be in its opinion appropriate (i) to ensure that an adjustment to the Floor Price or the economic effect thereof shall not be taken into account more than once, (ii) to ensure that the economic effect of a Dividend is not taken into account more than once and (iii) to reflect a redenomination of the issued Ordinary Shares for the time being into a new currency;

(C)

for the avoidance of doubt, the issue of Ordinary Shares following a Conversion shall not result in an adjustment to the Floor Price;

(D)

no adjustment shall be made to the Floor Price where Ordinary Shares or any other securities (including rights, warrants and options) are issued, offered, exercised, allotted, purchased, appropriated, modified or granted to, or for the benefit of, employees or former employees (including directors holding or formerly holding executive office or the personal service company of any such person) or their spouses or relatives, in each case, of the Company or any of its Subsidiaries or any associated company or to a trustee or trustees to be held for the benefit of any such person, in any such case pursuant to any share or option scheme;

Record Date

If the record date in respect of any consolidation, reclassification/redesignation or sub-division as is mentioned in paragraph (i) under “— Adjustment of Floor Price” above, or the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may

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be) as is mentioned in paragraph (ii) – (v) or (ix) under “— Adjustment of Floor Price” above, or the date of the first public announcement of the terms of any such issue or grant as is mentioned in paragraphs (vi) and (vii) under “— Adjustment of Floor Price” above or of the terms of any such modification as is mentioned in paragraph (viii) under “— Adjustment of Floor Price” above, falls after the date on which the Conversion Notice is given in relation to the Conversion but before such Ordinary Shares are issued, then the Company shall procure the execution of the corresponding adjustment mechanism under “— Adjustment of Floor Price” above so that the calculation of the number of Conversion Shares to be issued and delivered to the Conversion Shares Depository takes into account the Floor Price as so adjusted.

The Company shall not issue any additional Conversion Shares if the Conversion occurs after the record date in respect of any consolidation, reclassification or sub-division as is mentioned in paragraph (i) of “— Adjustment of Floor Price” above, or the record date or other due date for the establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is mentioned in paragraph (ii) – (v) or (ix) under “— Adjustment of Floor Price” above, or the date of the first public announcement of the terms of any such issue or grant as is mentioned in paragraphs (vi) and (vii) under “— Adjustment of Floor Price” above or of the terms of any such modification as is mentioned in paragraph (viii) under “— Adjustment of Floor Price” above, but before the relevant adjustment to the relevant price becomes effective under such section.

Conversion Calculation Agent and Independent Conversion Adviser

So long as any Securities are outstanding, there shall at all times be a Conversion Calculation Agent, which may be the Company or another person appointed by the Company to serve in such capacity, who shall be responsible in consultation with the Company for the calculation of all adjustments to the Floor Price and all related determinations required to be made in connection therewith. All such calculations and determinations performed by the Conversion Calculation Agent shall be conclusive and binding on the Holders and Beneficial Owners of the Securities or any interest therein, save in the case of bad faith or manifest error. If any provision described herein under “Anti-Dilution Provisions” at any time calls for any calculation or determination to be made by an Independent Conversion Adviser, which may include the Conversion Calculation Agent appointed by the Company to act in such Independent Conversion Adviser capacity, if the person then serving as Conversion Calculation Agent is not wholly independent of the Company, the Company shall use commercially reasonable efforts to appoint an Independent Conversion Adviser which is wholly independent of the Company to make such calculation or determination. A written opinion of such Independent Conversion Adviser in respect of such calculation or determination shall be conclusive and binding on the Company and the Holders and Beneficial Owners of the Securities or any interest therein, save in the case of manifest error. The Company has appointed Conv-Ex Advisors Limited as the initial Conversion Calculation Agent. The Company may change the Conversion Calculation Agent at any time without prior notice to any Holder or Beneficial Owner of the Securities.

The Conversion Calculation Agent (if not the Company) shall act solely upon request from, and solely as agent of, the Company and will not thereby assume any obligations towards or relationship of agency or trust with, and it shall not be liable and shall incur no liability as against, the Holders of Securities.

Rounding Down and Notice of Adjustment to the Floor Price

On any adjustment, if the resultant Floor Price has more decimal places than the initial Floor Price, it shall be rounded down to the same number of decimal places as the initial Floor Price. No adjustment shall be made to the Floor Price where such adjustment (rounded down if applicable) would be less than 1% of the Floor Price then in effect. Any adjustment not required to be made, and/or any

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amount by which the Floor Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made.

Notice of any adjustments to the Floor Price shall be given by the Company to Holders of the Securities via DTC (or, if the Securities are held in definitive form, via the Trustee) promptly after the determination thereof and in accordance with Sections 1.05 and 1.06 of the Base Indenture.

Definitions

Unless otherwise provided, for the purposes of this Annex I:

“Applicable Dividend” has the meaning set forth in the definition of “Extraordinary Dividend” below.

“Cash Dividend” means (i) any Dividend which is to be paid or made in cash (in whatever currency), but other than any Dividend falling within paragraph (b) of the definition of “Spin-Off,” and (ii) any Dividend determined to be a Cash Dividend pursuant to paragraph (i) of the definition of “Dividend,” provided that a Dividend falling within paragraph (iii) or (iv) of the definition of “Dividend” shall be treated as being a Non-Cash Dividend.

“Current Market Price” means, in respect of an ordinary share at a particular date, the average of the daily Volume Weighted Average Price of an ordinary share on each of the five consecutive dealing days ending on the dealing day immediately preceding such date; provided that, if at any time during the said five-dealing-day period the Volume Weighted Average Price shall have been based on a price ex-Dividend (or ex- any other entitlement) and during some other part of that period the Volume Weighted Average Price shall have been based on a price cum-Dividend (or cum- any other entitlement), then:

(i)

if the Ordinary Shares to be issued and delivered do not rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Ordinary Shares shall have been based on a price cum-Dividend (or cum- any other entitlement) shall, for the purposes of this definition, be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any such Dividend or entitlement per ordinary share as at the date of the first public announcement relating to such Dividend or entitlement; or

(ii)

if the Ordinary Shares to be issued and delivered do rank for the Dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which the Ordinary Shares shall have been based on a price ex-Dividend (or ex- any other entitlement) shall, for the purposes of this definition, be deemed to be the amount thereof increased by an amount equal to the Fair Market Value of such Dividend or entitlement per ordinary share as at the date of the first public announcement relating to such Dividend or entitlement,

and provided further that, if on each of the said five dealing days the Volume Weighted Average Price shall have been based on a price cum-Dividend (or cum- any other entitlement) in respect of a Dividend (or other entitlement) which has been declared or announced but the Ordinary Shares to be issued and delivered do not rank for that Dividend (or other entitlement), the Volume Weighted Average Price on each of such dates shall, for the purposes of this definition, be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of any

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such Dividend or entitlement per ordinary share as at the date of first public announcement relating to such Dividend or entitlement, and provided further that, if the Volume Weighted Average Price of an ordinary share is not available on one or more of the said five dealing days (disregarding for this purpose the proviso to the definition of Volume Weighted Average Price), then the average of such Volume Weighted Average Prices which are available in that five-dealing-day period shall be used (subject to a minimum of two such prices) and if only one, or no, such Volume Weighted Average Price is available in the relevant period, the Current Market Price shall be determined in good faith by an Independent Conversion Adviser.

A “dealing day” means a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is open for business and on which Ordinary Shares, securities, Spin-Off Securities, options, warrants or other rights (as the case may be) may be dealt in (other than a day on which the Relevant Stock Exchange or relevant stock exchange or securities market is scheduled to or does close prior to its regular weekday closing time).

“Dividend” means any dividend or distribution to holders of Ordinary Shares (including a Spin-Off) whether of cash, assets or other property (and for these purposes a distribution of assets includes without limitation an issue of Ordinary Shares or other securities credited as fully or partly paid up by way of capitalization of profits or reserves), and however described and whether payable out of share premium account, profits, retained earnings or any other capital or revenue reserve or account, and including a distribution or payment to holders of Ordinary Shares upon or in connection with a reduction of capital provided that:

(i)

where:

(A)

a Dividend in cash is announced which may at the election of a shareholder or shareholders of the Company be satisfied by the issue or delivery of Ordinary Shares or other property or assets, or where a capitalization of profits or reserves is announced which may at the election of a shareholder or shareholders be satisfied by the payment of cash, then the Dividend in question shall be treated as a Cash Dividend of an amount equal to the greater of (A) the Fair Market Value of such cash amount and (B) the Current Market Price of such Ordinary Shares as at the first date on which the Ordinary Shares are traded ex-the relevant Dividend on the Relevant Stock Exchange or, as the case may be, the record date or other due date for establishment of entitlement in respect of the relevant capitalization or, as the case may be, the Fair Market Value of such other property or assets as at the date of the first public announcement of such Dividend or capitalization or, in any such case, if later, the date on which the number of Ordinary Shares (or amount of such other property or assets, as the case may be) which may be issued and delivered is determined; or

(B)

there shall be any issue of Ordinary Shares by way of capitalization of profits or reserves (including any share premium account or capital redemption reserve) where such issue is or is expressed to be in lieu of a Dividend (whether or not a Cash Dividend equivalent or amount is announced), or a Dividend in cash that is to be satisfied by the issue or delivery of Ordinary Shares or other property or assets, the capitalization or Dividend in question shall be treated as a Cash Dividend of an amount equal to the Current Market Price of such Ordinary Shares or, as the case may be, the Fair Market Value of such other property or assets, as at the first date on which the Ordinary Shares are traded ex-the relevant capitalization or, as the case may be, ex-the relevant Dividend on the Relevant Stock Exchange or, if later, the date on which the number of Ordinary Shares to be issued and delivered is determined;

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(ii)

any issue of Ordinary Shares as described in paragraph (i) or (ii) under “— Adjustment of Floor Price” above shall be disregarded;

(iii)

(A) a purchase or redemption or buy back of share capital of the Company by or on behalf of the Company in accordance with any general authority for such purchases, redemptions or buy backs approved by a general meeting of shareholders and otherwise in accordance with the limitations prescribed under Dutch law for dealings generally by a company in its own shares and provided that the price paid for such share capital by or on behalf of the Company shall be within price limits that apply to any safe harbor for share buy-backs by the Company under applicable insider trading and market manipulation rules (on the Issue Date being Commission Delegated Regulation (EU) 2016/1052) shall not constitute a Dividend and (B) and any other purchase or redemption or buy back of share capital of the Company by or on behalf of the Company shall not constitute a Dividend unless, in the case of (B) above, the weighted average price per ordinary share (before expenses) on any one day (a “Specified Share Day”) in respect of such purchases or redemptions or buy backs (translated, if not in the Relevant Currency, into the Relevant Currency at the Prevailing Rate on such day) exceeds by more than 5% the average of the daily Volume Weighted Average Price of an Ordinary Shares on the 5 dealing days immediately preceding the Specified Share Day or, where an announcement (excluding, for the avoidance of doubt for these purposes, any general authority for such purchases, redemptions or buy backs approved by a general meeting of shareholders or any notice convening such a meeting of shareholders) has been made of the intention to purchase, redeem or buy back Ordinary Shares at some future date at a specified price or where a tender offer is made, on the 5 dealing days immediately preceding the date of such announcement or the date of first public announcement of such tender offer (and regardless of whether or not a price per ordinary share, a minimum price per ordinary share or a price range or a formula for the determination thereof is or is not announced at such time), as the case may be, in which case such purchase, redemption or buy back shall be deemed to constitute a Dividend in the Relevant Currency in an amount equal to the amount by which the aggregate price paid (before expenses) in respect of such Ordinary Shares purchased, redeemed or bought back by the Company or, as the case may be, any member of the Group (translated where appropriate into the Relevant Currency as provided above) exceeds the product of (i) 105% of the daily Volume Weighted Average Price of an ordinary share determined as aforesaid and (ii) the number of Ordinary Shares so purchased, redeemed or bought back;

(iv)

if the Company or any member of the Group shall purchase, redeem or buy back any depositary or other receipts or certificates representing Ordinary Shares, the provisions of paragraph (iii) above shall be applied in respect thereof in such manner and with such modifications (if any) as shall be determined in good faith by an Independent Conversion Adviser; and

(v)

where a dividend or distribution is paid or made to shareholders pursuant to any plan implemented by the Company for the purpose of enabling shareholders to elect, or which may require shareholders, to receive dividends or distributions in respect of the Ordinary Shares held by them from a person other than (or in addition to) the Company, such dividend or distribution shall for the purposes hereof be treated as a dividend or distribution made or paid to shareholders by the Company, and the foregoing provisions of this definition, and the provisions hereof, including references to the Company paying or making a dividend, shall be construed accordingly.

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“EEA Regulated Market” means a market as defined by Article 4.1(21) of MiFID II, as the same may be amended from time to time.

“Extraordinary Dividend” means (i) any Cash Dividend that is expressly declared by the Company to be a capital distribution, extraordinary dividend, extraordinary distribution, special dividend, special distribution or return of value to shareholders (including any distribution made as a result of any capital reduction), in which case the Extraordinary Dividend shall be such Cash Dividend, or (ii) any Cash Dividend (other than a Cash Dividend falling under clause (i) of this definition) (the “Applicable Dividend”) paid or made in respect of the Relevant Year if (A) the Fair Market Value of the Applicable Dividend per ordinary share or (B) the sum of (I) the Fair Market Value of the Applicable Dividend per ordinary share and (II) an amount equal to the aggregate of the Fair Market Value or Fair Market Values of any other Cash Dividend or Cash Dividends (other than a Cash Dividend or Cash Dividends falling under clause (i) of this definition) per ordinary share paid or made in respect of the Relevant Year, exceeds the Reference Amount, and in that case the Extraordinary Dividend shall be such Applicable Dividend, provided that any Cash Dividend (other than a Cash Dividend falling under part (i) of this definition) which is not expressed to be in respect of a given financial year of the Company, shall be deemed to be a Cash Dividend in respect of the financial year in which it is made or paid.

“Fair Market Value” means, with respect to any property on any date, (a) in the case of a Cash Dividend, the amount of such Cash Dividend; (b) in the case of any other cash amount, the amount of such cash; (c) in the case of securities (including Ordinary Shares), Spin-Off Securities, options, warrants or other rights or assets publicly traded on a stock exchange or securities market of adequate liquidity (as determined by the Conversion Calculation Agent in good faith), (i) in the case of Ordinary Shares or Spin-Off Securities, the arithmetic mean of the daily Volume Weighted Average Prices of such Ordinary Shares or Spin-Off Securities and (ii) in the case of securities (other than Ordinary Shares or Spin-Off Securities), options, warrants or other rights or assets of the kind referred to above, the arithmetic mean of the daily closing prices of such securities, options, warrants or other rights or assets, in the case of both (i) and (ii) above, during the period of five (5) dealing days on the principal stock exchange or securities market on which such securities, Spin-Off Securities, options, warrants or other rights or assets are then listed, admitted to trading or quoted or dealt in, commencing on such date (or, if later, the first such dealing day such securities, Spin-Off Securities, options, warrants or other rights or assets are publicly traded, quoted or dealt in on such stock exchange or securities market) or such shorter period as such securities, Spin-Off Securities, options, warrants or other rights or assets are publicly traded, quoted or dealt in on such stock exchange or securities market; and (d) in the case of securities (including Ordinary Shares), Spin-Off Securities, options, warrants or other rights or assets not publicly traded on a stock exchange or securities market of adequate liquidity (as aforesaid), the fair market value of such securities, Spin-Off Securities, options, warrants or other rights or assets as determined by an Independent Conversion Adviser in good faith, on the basis of a commonly accepted market valuation method and taking account of such factors as it considers appropriate, including the market price per ordinary share, the dividend yield of an ordinary share, the volatility of such market price, prevailing interest rates and the terms of such securities, Spin-Off Securities, options, warrants or other rights or assets, including as to the expiry date and exercise price (if any) thereof. Such amounts shall, in the case of (a) above, be translated into the Relevant Currency (if such Cash Dividend is declared or paid or payable in a currency other than the Relevant Currency) at the rate of exchange used to determine the amount payable to shareholders who were paid or are to be paid or are entitled to be paid the Cash Dividend in the Relevant Currency and, in any other case, shall be translated into the Relevant Currency (if expressed in a currency other than the Relevant Currency) at the Prevailing Rate on that date. In addition, in the case of (a) and (b) above, the Fair Market Value shall be determined on a gross basis, disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit.

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“Non-Cash Dividend” means any Dividend which is not a Cash Dividend, and shall include a Spin-Off.

A “person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organization, trust, state or agency of a state (in each case whether or not being a separate legal entity) or other legal entity.

“Reference Amount” means, either:

(a)

where (i) the Applicable Dividend in respect of such Relevant Year is declared after the date on which the Group’s audited consolidated financial statements in respect of the Relevant Year are available (the “Results Availability Date”) and (ii) no other Cash Dividends have been declared in respect of such Relevant Year prior to the Results Availability Date: 100% of the Group’s net result from continuing and discontinued operations (before minority interests) per ordinary share in respect of such Relevant Year; or,

(b)

in any other case: the greater of (i) 100% of the Group’s net results from continuing and discontinued operations (before minority interests) per ordinary share in respect of the Relevant Year and (ii) 100% of the Group’s net results from continuing and discontinued operations (before minority interests) per ordinary share in respect of the most recently completed financial year for which the Group’s audited consolidated financial statements are available on the date on which the first Cash Dividend in respect of the Relevant Year is declared (and such determination shall be made promptly after the Results Availability Date), except where a Conversion Notice is delivered before such Results Availability Date, in which case the Reference Amount shall be equal to the amount determined pursuant to part (ii) of this paragraph, and in any such case, the Floor Price for the purpose of such Conversion Notice shall be determined on the basis of an Extraordinary Dividend (if any) determined on the basis of a Reference Amount determined accordingly.

“Regulated Market” means an EEA Regulated Market or another regulated, regularly operating, recognized stock exchange or securities market in an OECD member state.

I-16

Annex I

“Relevant Currency” means euro or such other currency in which the Ordinary Shares are quoted or dealt in on the Relevant Stock Exchange at the relevant time or for the purposes of the relevant calculation or determination.

“Relevant Page” means the relevant page on Bloomberg or such other information service provider that displays the relevant information, as determined by the Conversion Calculation Agent.

“Relevant Year” means, in respect of any Cash Dividend, the financial year of the Company in respect of which such Cash Dividend is being paid or made, or deemed to be paid or made, as the case may be.

“Shareholders” means the holders of Ordinary Shares.

“Spin-Off” means (a) a distribution of Spin-Off Securities by the Company to shareholders as a class; or (b) any issue, transfer or delivery of any property or assets (including cash or shares or other securities of or in or issued or allotted by any entity) by any entity (other than the Company) to shareholders as a class, pursuant to any arrangements with the Company or any member of the Group.

“Spin-Off Securities” means equity share capital of an entity other than the Company or options, warrants or other rights to subscribe for or purchase equity share capital of an entity other than the Company.

“Subsidiary” means each subsidiary as defined in Section 2:24a of the Dutch Civil Code for the time being of the Company.

“Volume Weighted Average Price” means, in respect of an ordinary share or security or Spin-Off Security on any dealing day, the order book volume-weighted average price of an ordinary share (or security or Spin-Off Security, as applicable), published by or derived (in the case of an ordinary share) from the relevant Bloomberg page INGA NA <Equity> HP (setting “Weighted Average Line” or any successor setting) or (in the case of a security (other than Ordinary Shares) or Spin-Off Security) from the equivalent Bloomberg page for such security or Spin-Off Security in respect of the principal stock exchange or securities market on which such securities or Spin-Off Securities are then listed or quoted or dealt in, if any, or such other source as shall be determined in good faith to be appropriate by an Independent Conversion Adviser on such dealing day; provided that if on any such dealing day such price is not available or cannot otherwise be determined as provided above, the Volume Weighted Average Price of an ordinary share, security or Spin-Off Security, as the case may be, in respect of such dealing day shall be the Volume Weighted Average Price, determined as provided above, on the immediately preceding dealing day on which the same can be so determined or determined as an Independent Conversion Adviser might otherwise determine in good faith to be appropriate.

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.

In making any calculation or determination of Current Market Price or Volume Weighted Average Price, such adjustments (if any) shall be made as an Independent Conversion Adviser determines in good faith to be appropriate to reflect any consolidation or sub-division of the Ordinary Shares or any issue of Ordinary Shares by way of capitalization of profits or reserves, or any like or similar event.

References to any issue or offer or grant to shareholders “as a class” or “by way of rights” shall be taken to be references to an issue or offer or grant to all or substantially all shareholders, as the case

I-17

Annex I

may be, other than shareholders, as the case may be, to whom, by reason of the laws of any territory or requirements of any recognized regulatory body or any other stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant.

I-18

Exhibit A-1

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.

3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities

No. [ ] $[●]

CUSIP NO. 456837AY9

ISIN US456837AY94

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), if and to the extent due, and to pay interest thereon, if any, in accordance with the terms hereof and the Indenture. This Security shall have no fixed maturity or fixed redemption date. From and including the Issue Date to but excluding November 16, 2027, the interest rate on this Security shall be 3.875% per annum. From and including November 16, 2027 and each fifth anniversary date thereafter, commencing November 16, 2027 (each such date, a “2027 Securities Reset Date”) to (but excluding) the next following Reset Date, the applicable per annum rate shall be equal to the sum of the applicable U.S. Treasury Rate on the Reset Determination Date and 2.862%. Subject to the provisions on the reverse of this Security relating to cancellation and deemed cancellation of interest and to Sections 2.03 and 2.04 of the Fourth Supplemental Indenture, interest, if any, shall be payable semiannually in arrears on May 16 and November 16 of each year (each, an “Interest Payment Date”), commencing on November 16, 2021, and shall be calculated on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the actual number of days elapsed.

The interest, if any, 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 The City of New York 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 payment of principal of or interest on this Security is scheduled to be made on a day that is not a Business Day, payment may be made on the following day without adjustment.

A-1-1

Exhibit A-1

This Security shall be governed by and construed in accordance with the laws of the State of New York, except for the subordination and waiver of set-off provisions referred to herein and in Sections 7.01 and 7.02 of the Fourth 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 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.

Exhibit A-1

(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 Capital Securities Indenture, dated as of April 16, 2015 (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 and amended by the Fourth Supplemental Indenture, dated as of September 14, 2021 (the “Fourth 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, the holders of Senior Instruments 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 $1,000,000,000, 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.

This Security may be redeemed in certain circumstances at the option of the Company as set forth in the Indenture.

This Security may be automatically converted into Ordinary Shares or other securities of the Company as set forth in the Indenture.

Subject to applicable law, no Holder of this Security may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by the Company arising under, or in connection with, the Securities and each Holder of Securities shall, by virtue of its holding of any Securities, be deemed to have waived all such rights of set-off, compensation or retention.

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, 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 Event of 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 Event of Default as Trustee and offered to the Trustee security or indemnity satisfactory to the

A-1-4

Exhibit A-1

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.

The 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.

Dutch Bail-in Power.

(i)

Notwithstanding any other agreements, arrangements or understandings between the Company and any holder or beneficial owner of the Securities, by acquiring the Securities, the Holder and each Beneficial Owner of this Security, 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 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 (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 Securities (which may include amending the interest amount or the maturity or interest payment dates, including by suspending payment for a

A-1-5

Exhibit A-1

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 (whether at the point of non-viability or as taken together with a resolution action). The Holder and each Beneficial Owner of this Security 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. For the avoidance of doubt, the potential conversion of the Securities into shares, other securities or other obligations in connection with the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority is separate and distinct from a Conversion following a Trigger Event. In addition, by acquiring any Securities, the Holder and each Beneficial Owner of this Security or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the Relevant Resolution Authority of, any power to vary the terms of the Securities, which may include amending the Interest Payment Dates or amount, or to suspend any payment in respect of the Securities for a temporary period.

(ii)

By its acquisition of the Securities, such Holder and Beneficial Owner:

(a)

acknowledges and agrees that no exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities or cancellation or deemed cancellation of interest on the Securities pursuant to Sections 2.03 and 2.04 of the Fourth Supplemental Indenture 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;

(b)

(c)

acknowledges and agrees that, upon the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority, (i) the Trustee shall not be required to take any further directions from Holders or Beneficial Owners of the Securities under Section 5.12 of the Base Indenture and (ii) the Indenture shall impose no duties upon the Trustee whatsoever with respect to the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority. If Holders or Beneficial Owners of the Securities have given a direction to the Trustee pursuant to Section 5.12 of the Base Indenture prior to the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority, such direction shall cease to be of further effect upon such exercise of any Dutch Bail-in Power and shall become null and void at such time. Notwithstanding the foregoing, if, following the completion of the exercise of the Dutch Bail-in Power by the Relevant Resolution Authority, the Securities remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent that the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to this Fourth Supplemental Indenture; and

(d)

A-1-6

Exhibit A-1

any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement (x) the Conversion and (y) the exercise of any Dutch Bail-in Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder and such Beneficial Owner.

(iii)

By its acquisition of the Securities, such Holder and Beneficial Owner:

consents to the Conversion of its Securities following a Trigger Event and consents to the appointment of the Conversion Shares Depository and the issuance of the Conversion Shares to the Conversion Shares Depository, all of which may occur without any further action on the part of such Holder or Beneficial Owner or the Trustee. To the extent the Securities are held in the form of global securities, such Holder or Beneficial Owner authorizes, directs and requests DTC, any direct participant therein and any other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the Conversion without any further action or direction on the part of such Holder or Beneficial Owner or the Trustee.

(iv)

No repayment of the principal amount of the Securities or payment of interest on the Securities shall be come due and payable after the exercise of any Dutch Bail-in Power by the Relevant Resolution Authority unless such repayment or payment would be permitted to be made by the Company under the laws and regulations of The Netherlands and the European Union applicable to the Company.

A-1-7

Exhibit A-1

(v)

Upon the exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to this Security, the Company shall provide a written notice of such event to DTC for the purposes of notifying the Holder of this Security or any interest therein of such occurrence, including the amount of any cancellation of all, or a portion, of the principal amount of, or interest on, this Security, with a copy to the Trustee for information purposes, as soon as practicable regarding such exercise of the Dutch Bail-in Power. Failure to provide such notices will not have any impact on the effectiveness of, or otherwise invalidate, any such exercise of the Dutch Bail-in Power.

(vi)

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 interest cancellation, the Conversion, the Dutch Bail-in Power and the limitations on remedies specified in the Indenture.

(vii)

Conversion Upon a Trigger Event. Such Holder or Beneficial Owner consents to the Conversion of this Security following a Trigger Event, the appointment of the Conversion Shares Depository, and the issuance of the Conversion Shares to the Conversion Shares Depository, all of which may occur without any further action on the part of such Holder or Beneficial Owner or the Trustee, and following which no Holder or Beneficial Owner of this Security will have any rights against the Company with respect to the payment of principal of, or interest on, such Securities. To the extent this Security is held in the form of a Global Security, such Holder or Beneficial Owner, directs and requests the Depositary, any direct participant therein and any other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the Conversion without any further action or direction on the part of such Holder or Beneficial Owner or the Trustee. Upon a Trigger Event and Conversion, the principal amount of the Securities may be applied in such manner as the Company deems necessary in connection with the issue and paying up of the relevant Conversion Shares and the delivery thereof to the Conversion Shares Depository or pursuant to any Alternative Delivery Arrangements.

(viii)

Interest Cancellation. Interest shall be payable on this Security solely at the discretion of the Company, and no amount of interest shall become due and payable in respect of the relevant Interest Payment Date or related Interest Period or Redemption Date to the extent that it has been cancelled or deemed cancelled (in whole or in part) by the Company in its sole discretion and/or as a result of (i) the Company having insufficient Distributable Items, (ii) the relevant interest payment’s causing the Maximum Distributable Amount to be exceeded, or (iii) a Trigger Event or Liquidation Event having occurred. A cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture shall not constitute a default in payment or otherwise under the terms of this Security.

(ix)

Waiver of Claims. Such Holder or Beneficial Owner unconditionally and irrevocably agrees to each and every provision of the Indenture and this Security waives, to the fullest extent permitted by the Trust Indenture Act and any other applicable law, any and all claims against the Trustee arising out of its acceptance of its trusteeship for the Securities, including, without limitation, claims related to or arising out of or in connection with a Trigger Event and/or any Conversion.

(x)

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.

A-1-8

Exhibit A-2

Form of Security

ING GROEP N.V.

4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities

No. [ ] $[●]

CUSIP NO. 456837AY9

ISIN US456837AY94

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), if and to the extent due, and to pay interest thereon, if any, in accordance with the terms hereof and the Indenture. This Security shall have no fixed maturity or fixed redemption date. From and including the Issue Date to but excluding November 16, 2031, the interest rate on this Security shall be 4.250% per annum. From and including November 16, 2031 and each fifth anniversary date thereafter, commencing November 16, 2031 (each such date, a “2031 Securities Reset Date”) to (but excluding) the next following Reset Date, the applicable per annum rate shall be equal to the sum of the applicable U.S. Treasury Rate on the Reset Determination Date and 2.862%. Subject to the provisions on the reverse of this Security relating to cancellation and deemed cancellation of interest and to Sections 2.03 and 2.04 of the Fourth Supplemental Indenture, interest, if any, shall be payable semiannually in arrears on May 16 and November 16 of each year (each, an “Interest Payment Date”), commencing on November 16, 2021, and shall be calculated on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the actual number of days elapsed.

A-2-1

Exhibit A-2

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.

A-2-2

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.

Exhibit A-2

(Reverse of Security)

This Security may be redeemed in certain circumstances at the option of the Company as set forth in the Indenture.

This Security may be automatically converted into Ordinary Shares or other securities of the Company as set forth in the Indenture.

A-2-4

Exhibit A-2

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

Dutch Bail-in Power.

(i)

A-2-5

Exhibit A-2

(ii)

By its acquisition of the Securities, such Holder and Beneficial Owner:

(a)

acknowledges and agrees that no exercise of the Dutch Bail-in Power by the Relevant Resolution Authority with respect to the Securities or cancellation or deemed cancellation of interest on the Securities pursuant to Sections 2.03 and 2.04 of the Fourth Supplemental Indenture 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;

(b)

(c)

(d)

A-2-6

Exhibit A-2

(iii)

By its acquisition of the Securities, such Holder and Beneficial Owner:

(iv)

A-2-7

Exhibit A-2

(v)

(vi)

(vii)

(viii)

(ix)

(x)

A-2-8

Exhibit B

Form of Conversion Notice¹

CONVERSION NOTICE

[ING Letterhead]

[Date]

To:

Each Holder and Beneficial Owner of ING Groep N.V. [$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (CUSIP: 456837AY9, ISIN: US456837AY94) / $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (CUSIP: 456837AZ6, ISIN: US456837AZ69)]

This notice is given by ING Groep N.V. (the “Company”) in connection with its [$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (CUSIP: 456837AY9, ISIN: US456837AY94) / $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (CUSIP: 456837AZ6, ISIN: US456837AZ69)] issued on September 14, 2021 (the “Securities”) pursuant to the Capital Securities Indenture, dated April 16, 2015, between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated September 14, 2021, between the Company and the Trustee (together, the “Indenture”). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.

A Trigger Event has occurred with respect to the Securities.

The Conversion Date is [•].

The Company has appointed [•] as the Conversion Shares Depository.

The Conversion Price is $[•].

The Conversion Shares shall be issued in the form of ordinary shares, par value €[•] per share, of the Company (“Ordinary Shares”).

The Company expects The Depository Trust Company to suspend all clearance and settlement of the Securities on [•].

Each Holder or Beneficial Owner of a Security or an interest therein is required to complete a Conversion Shares Settlement Notice in the form attached as Annex A hereto and deliver it to the Conversion Shares Depository not later than [•] (the “Notice Cut-Off Date”).

Securities for which no Conversion Shares Settlement Notice has been received by the Conversion Shares Depository shall be cancelled on [•] (the “Final Cancellation Date”).

The Securities shall remain in existence for the sole purpose of evidencing the holder’s right to receive Conversion Shares from the Conversion Shares Depository.

¹	Form to be used for either tranche.

B-1

Exhibit B

If a Holder or Beneficial Owner of Securities properly completes and delivers a Conversion Shares Settlement Notice on or before the Notice Cut-Off Date, the Conversion Shares Depository shall, in accordance with the terms of the Indenture, deliver to such Holder or Beneficial Owner the relevant Conversion Shares (rounded down to the nearest whole number of Conversion Shares) two (2) Business Days after the date on which the Conversion Shares Settlement Notice is received by the Conversion Shares Depository.

If a Holder or Beneficial Owner of Securities fails to properly complete and deliver a Conversion Shares Settlement Notice before the Notice Cut-Off Date, the Conversion Shares Depository shall continue to hold the relevant Conversion Shares. However, the relevant Securities shall be cancelled on the Final Cancellation Date. Any Holder or Beneficial Owner of Securities delivering a Conversion Shares Settlement Notice after the Notice Cut-Off Date must provide evidence of its entitlement to the relevant Conversion Shares satisfactory to the Conversion Shares Depository in its sole and absolute discretion in order to receive such Conversion Shares.

For inquiries, please contact:

[ING Contact Person]

[Telephone]

[Fax]

[Email]

B-2

Exhibit C

Form of Conversion Shares Settlement Notice²

CONVERSION SHARES SETTLEMENT NOTICE


To:	The Depository Trust Company 55 Water Street, 25th Floor New York, NY 10041-0099 Attn: Mandatory Reorganization Department Fax: +1 (212) 855-5488 Email: mandatoryreorgannouncements@dtcc.com	[Contact details of [Conversion Shares Depository] to be included.]

Cc:	The Bank of New York Mellon Merck House Seldown Poole, Dorset BH15 1PX United Kingdom Attn: International Corporate Trust Services Email: corpsov2@bnymellon.com Fax: 01202 689600 Tel: 01202 689978	The Bank of New York Mellon 101 Barclay Street Floor 7-E New York, New York 10286 United States of America Attn: International Corporate Trust Fax: +1 (212) 815-5366

Re:

ING Groep N.V. [$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (CUSIP: 456837AY9, ISIN: US456837AY94 / $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (CUSIP: 456837AZ6, ISIN: US456837AZ69)] (the “Securities”)

Reference is made to the Capital Securities Indenture, dated April 16, 2015, between ING Groep N.V. and The Bank of New York Mellon, London Branch, as Trustee (“Trustee”), as supplemented by the Fourth Supplemental Indenture, dated September 14, 2021, between the Company and the Trustee (together, the “Indenture”). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture.

The person submitting this Notice hereby represents and warrants, for the benefit of the Company and the Conversion Shares Depository, that the Holder or Beneficial Owner on whose behalf this Notice is submitted is entitled to take delivery of the Conversion Shares and has obtained any consents necessary in order to do so.



INFORMATION OF THE HOLDER OR BENEFICIAL OWNER FOR DELIVERY OF CONVERSION SHARES
Surname/Company Name		First name
Name to be entered in share register

²	Form to be used for either tranche.

C-1


Tradable Amount of the Securities held on the date hereof
Euroclear Netherlands or DTC participant ID		Euroclear Netherlands member account (if applicable)
Indicate here if Conversion Shares are to be issued in the form of American Depositary Shares:
[Account details of clearing system account]³
[Address to which any Conversion Shares should be delivered]⁴

YOU MUST DELIVER THE CONVERSION SHARES SETTLEMENT NOTICE TO THE CONVERSION SHARES DEPOSITORY AND THE TRUSTEE VIA DTC BEFORE [INSERT FINAL CANCELLATION DATE].

If you fail to properly complete and deliver the Conversion Shares Settlement Notice on or before [INSERT NOTICE CUT-OFF DATE], the Conversion Shares Depository shall continue to hold your Conversion Shares. However, your Securities shall be cancelled on [INSERT FINAL CANCELLATION DATE], and you will have to provide evidence of your entitlement to the relevant Conversion Shares satisfactory to the Conversion Shares Depository in its sole and absolute discretion in order to receive delivery of such Conversion Shares.

³	Note: To be included if the Conversion Shares will be delivered through a clearing system account other than Euroclear Netherlands or DTC.

⁴	Note: To be included if the Conversion Shares are not a participating security in Euroclear Netherlands, DTC or any another clearing system.

C-2

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

14 September 2021

Dear Sirs

ING Groep N.V. (the “Company”) – SEC Registration of U.S.$1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities and U.S.$1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (together, the “Securities”)

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 Securities, which are convertible into ordinary shares in the capital of the Company (“Ordinary Shares” and the Ordinary Shares to be issued on conversion of the Securities, the “Conversion Shares”). We have taken instructions solely from the Company.

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.

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 Securities, authenticated, effectuated (where required), 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 and 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 the Securities, are conducive to the corporate objects and in the interest of the Company.

4.6

Minutes or extracts therefrom referred to in the Schedule are a true record of proceedings in duly convened, constituted and quorate meetings described therein and the resolutions set out therein or in the approval request referred to in the Schedule have been validly passed, all 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.

4.7

No advice is required from any works council under the Works Councils Act (Wet op de ondernemingsraden) in connection with the Company’s entry into and performance of the Indenture and issue and performance of the Securities.

4.8

The Indenture has been, and any powers of attorney and the Securities (and where required the Conversion Shares or any document signed by the Company evidencing the issue of the Conversion Shares) have been or will have been, signed on behalf of the Company by such

Page 2 of 7

number of members of its management board as required under its articles of association in office at the time of signing or, in the case of the Indenture or a power of attorney, 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 of the Indenture (or the transactions contemplated thereby) or the issue of the Securities.

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 Securities), 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, the Securities or the Conversion Shares 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 Securities, the Conversion Shares 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 Financial Supervision Act or credit institution as defined in Council Regulation (EU) No 575/2013, as amended (the Capital Requirements Regulation or “CRR”).

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 Securities.

5.3

The Company has taken all necessary corporate action to authorise the issue of the Securities.

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 Securities (with the exception of Article VII of the Supplemental Indenture, the “Dutch Law Provision”) 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 Securities (with the exception of the Dutch Law Provision) 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 Provision is recognised as a valid choice of law, and under Dutch law the Dutch Law Provision is valid, binding and enforceable.

Page 3 of 7

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.

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 (including statutory preferences), 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 Provision, effect may be given to the overriding mandatory provisions of the law of the country where the obligations arising out of the Dutch Law Provision have to be or have been performed, in so far as those provisions render the performance of the Dutch Law Provision 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 Provision 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.

Page 4 of 7

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.

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 Security shall have any right to institute any action or proceeding, judicial or otherwise, with respect to the Securities 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 Securities to which such proceedings relate, and that it shall not be necessary to make any holders of Securities party to such proceedings, may not be enforceable in all circumstances.

6.15

The enforcement in the Netherlands of the Indenture, the Securities 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) 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.

Page 5 of 7

6.20

To the extent that Dutch law applies to the transfer of title to a Security (or Conversion Share), this requires delivery (levering) pursuant to a valid agreement (geldige titel) by a transferor who has power to pass on title to the relevant Security (or Conversion Share) (beschikkingsbevoegdheid).

6.21

To the extent that Dutch law is applicable to the Securities or any transfer thereof, any provision to the effect that the holder or registered holder of a Security 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 Security (or any Conversion Share).

6.23

To the extent that the provisions of the Indenture or the Securities are general conditions (algemene voorwaarden) within the meaning of Section 6:231 of the Dutch Civil Code, a holder of a Security may nullify (vernietigen) a provision therein if (i) the Company has not offered the holder of the Security 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 Security.

6.24

We do not express any opinion as to the capital adequacy or other regulatory or resolution treatment of the Securities. It is further noted that if conversion of the Securities would result in a holder thereof coming to hold a qualifying holding (gekwalificeerde deelneming) in ING Bank N.V. such holder may need approval from the competent authorities. Any conversion of the Securities into Conversion Shares will be also governed by Dutch corporate law.

6.25

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 it. We express no opinion as to whether the Prospectus or the Prospectus Supplement contains all the information that would have been required by Regulation (EU) 2017/1129 and the rules and regulations promulgated thereunder if they were applicable.

6.26

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.

6.27

We do not express any opinion as to facts.

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 the securities” 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

Page 6 of 7

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 13 September 2021 (the “Trade Register Extract”).

2	A faxed 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 29 June 2021, both as obtained from and according to the Chamber of Commerce.

A print-out of an electronic copy of a notarial record of proceeding of a meeting (proces-verbaal van vergadering) containing the minutes of a general meeting of the Company held on 28 April 2020 referring to resolutions adopted by the Company’s general meeting in such meeting, including a resolution to designate the Company’s management board as the corporate body authorised to resolve, subject to the approval of the Company’s supervisory board, to issue and grant rights to subscribe for Ordinary Shares and to exclude all pre-emptive rights (voorkeursrechten) in respect thereof.

A print-out of an electronic copy of the approval request submitted to the management board of the Company for its meeting held on 1 February 2021, including resolutions to be adopted by the Company’s management board in such meeting (including, inter alia, the issue of ordinary shares upon conversion of the Securities in accordance with their terms upon the occurrence of a trigger event and the exclusion of pre-emptive rights relating thereto).

A print-out of email correspondence with the in-house legal department of the Company referring to an extract from the minutes of the meeting of the Company’s management board held on 1 February 2021 and from the minutes of the meeting of the Company’s supervisory board held on 11 February 2021, and containing a confirmation (the “Confirmation”) of the resolutions set out therein (including, inter alia, a resolution to issue the Securities) having been approved by the Company’s management board and by the Company’s supervisory board.

A print-out of an electronic copy of the registration statement on Form F-3 of the Company dated 4 September 2020, as filed with the United States Securities and Exchange Commission (the “SEC”), in relation to, inter alia, capital securities and the Ordinary Shares, including a prospectus (the “Prospectus”), but excluding any documents incorporated by reference in it and any exhibits to it.

7	A print-out of an electronic copy of the prospectus supplement dated 7 September 2021 of the Company in relation to the Securities (the “Prospectus Supplement”).

A print-out of an electronic copy of an executed capital securities indenture dated as of 16 April 2015 (the “Original Indenture”) between the Company as issuer and The Bank of New York Mellon London Branch as trustee (the “Trustee”), as supplemented by a fourth supplemental indenture between the same parties dated 14 September 2021 (the “Supplemental Indenture” and together with the Original Indenture, the “Indenture”) relating to the Securities, including the terms and conditions of the Securities.

References to “documents” are to any and all documents mentioned in this Schedule including the Securities, unless the context requires otherwise.

Page 7 of 7

Exhibit 5.2

September 14, 2021

ING Groep N.V.,

Bijlmerdreef 106,

1102 CT Amsterdam,

P.O. Box 1800, 1000 BV,

Amsterdam, The Netherlands.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”) of $1,000,000,000 aggregate principal amount of 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “2027 Securities”) and $1,000,000,000 aggregate principal amount of 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “2031 Securities” and, together with the 2027 Securities, the “Securities”) of ING Groep N.V., a company organized under the laws of The Netherlands (the “Company”), issued in global form pursuant to the Capital Securities Indenture, dated as of April 16, 2015 (the “Capital Securities Indenture”) between the Company and The Bank of New York Mellon, London Branch, as Trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture, dated as of September 14, 2021, in respect of the Securities (the “Supplemental Indenture” and, together with the Capital 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 12.01 of the Capital Securities Indenture or Article VII of the Supplemental Indenture, each of which is expressly stated to be governed by the laws of The Netherlands.


ING Groep N.V.		- 2 -

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 Supplemental Indenture and the Capital 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. 333-248407) (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 Securities” in the Prospectus Supplement, dated September 7, 2021, and under the heading “Validity of the Securities” in the Prospectus, dated September 4, 2020, 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

LOGO

Private and confidential

ING Groep N.V.

Bijlmerdreef 106

1102 CT AMSTERDAM

September 14, 2021

Reference: 30131148T187/SWO/JBE/rve/ape


*Subject:*		ING Groep N.V. – $1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities and $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities

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 the $1,000,000,000 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “2027 Securities’’) and the $1,000,000,000 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “2031 Securities’’, and, together with the 2027 Securities, the “Securities”).

PwC hereby confirms to you its opinion as set forth under the sub-section “Material Dutch Tax Consequences” in the prospectus supplement dated September 7, 2021 (the “Prospectus Supplement”) to the prospectus dated September 4, 2020, 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 “Material Dutch Tax Consequences” 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.

/s/ S. Wolvers		/s/ J.C.M. Bertrams



		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 00 20, 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.

Exhibit 8.2

[Letterhead of Sullivan & Cromwell LLP]

September 14, 2021

ING Groep N.V.,

Bijlmerdreef 106,

1102 CT Amsterdam,

P.O. Box 1800, 1000 BV 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 $1,000,000,000 of 3.875% Perpetual Additional Tier 1 Contingent Convertible Capital Securities and $1,000,000,000 of 4.250% Perpetual Additional Tier 1 Contingent Convertible Capital Securities. We hereby confirm to you that our opinion as to United States federal income tax matters is as set forth under the caption “Tax Considerations—Material U.S. Federal Income Tax Consequences” in the Prospectus Supplement, dated September 7, 2021 (the “Prospectus Supplement”) to the Prospectus, dated September 4, 2020, included in the Registration Statement on Form F-3 (File No. 333-248407) filed with the U.S. Securities and Exchange Commission pursuant to the Act on August 25, 2020 and declared effective under the Act on September 4, 2020 (the “Registration Statement”), subject to the limitations set forth therein.

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 caption “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