荷兰国际美股招股说明书(2025-09-02版)

Table of Contents % Perpetual Additional Tier 1 Contingent Convertible Capital Securities ING Groep N.V. (the “Issuer”) is offering hereby $aggregate principal amount of% Perpetual Additional Tier 1 Contingent Convertible Capital Securities (the “Securities”). The initial interest rate on the Securities%per annum. The interest rate on the Securities will reset on November16, 2032 (the “First Reset Date”) and on each five year anniversary thereafter (together with the First Reset Date, the “Reset Dates”) at the sum of the applicable ResetReference Rate (as defined herein) on the relevant Reset Determination Date (as defined herein) and%. The Securities are expected to qualify as Additional Tier 1 Capital under the Capital Regulations as in force on the Issue Date. Subject to the more detailed description of the Securities in this prospectus supplement and theaccompanying prospectus, the Securities: •are perpetual securities with no fixed maturity or redemption date;•are not redeemable at the option or election of holders;•may be redeemed at the Issuer’s option, in whole but not in part, on the First Reset Date and on any Interest Payment Date (as defined herein) thereafter;•may be redeemed at the Issuer’s option, in whole but not in part, at any time if at least 75% of the aggregate principal amount of the Securities has been redeemed or purchased and cancelled, subject to redemption conditions;•may be subject to substitution or variation upon the occurrence of a Regulatory Event, Tax Event or an Alignment Event (as defined herein);•may be redeemed at the Issuer’s option, in whole but not in part, at any time in the event of certain regulatory or tax events;•provide that payments of interest shall be due and payable at the sole and absolute discretion of the Issuer and, in certain circumstances, shall not be paid, and any such interest not paid shall be cancelled;•automatically convert into ordinary shares if at any time the Group CET1 Ratio is determined to be less than 7.00% (a “Trigger Event”);•are subject to the exercise of the DutchBail-inPower by the relevant resolution authority; and•constitute the Issuer’s unsecured obligations rankingpari passuwithout any preference among themselves and rank subordinate to Senior Instruments.Subject to the Issuer’s sole and absolute discretion to pay or cancel payments of interest, interest on the Securities will be payable semi-annually in arrears on May16 and November16 of each year, commencing November16, 2025. By its acquisition of the Securities or any beneficial interest therein, each holder and beneficial owner of the Securities and each subsequent holder and beneficial owner of the Securities, (i)acknowledges, accepts, agreesto be bound by, and consents to, the Issuer’s determination to substitute the Securities or vary the terms of the Securities as provided above, (ii)grants to the Issuer and the trustee full power and authority to take any action and/or toexecute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete such substitution of the Securities or the variation of the terms of theSecurities, as applicable; and (iii)to the extent permitted by the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), waives any and all claims, in law and/or in equity, against the Issuer and the trustee for, agrees not toinitiate a suit against the Issuer or the trustee in respect of, and agrees that neither the Issuer nor the trustee shall be liable for, any action that the Issuer or the trustee takes, or abstains from taking, in either case in connection with thesubstitution of the Securities or the variation of the terms of the Securities at the option of the Issuer as provided in “Description of the Securities – Substitution and Variation.” The Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients in the European Economic Area (“EEA”), as defined in DirectiveThe Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or otherwise made available to retail clients in the United Kingdom (“UK”) as defined in the UK Financial Conduct Authority (“FCA”) Conduct of Business Sourcebook (“COBS”). Notwithstanding any other agreements, arrangements or understandings between the Issuer and any holder or beneficial owner of the Securities by acquiring the Securities, each holder and beneficial owner of theSecurities or any interest therein acknowledges, accepts, recognizes, agrees to be bound by, and consents to the exercise of, any DutchBail-inPower 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 awrite-upby the relevant resolution authority) of all, or a portion, of the principal amount of, or