Commentary & Deal Flow

WAIVER OF SET-OFF:

Applicable

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 Capital Securities (i) on the First Reset Date or (ii) on any Interest Payment Date thereafter, at their Redemption Price, subject to the redemption conditions, including prior permission from the Competent Authority

REDEMPTION FOR TAXATION REASONS:

If a Tax Event has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Capital Securities at any time at their Redemption Price, subject to the redemption conditions, including prior permission of the Competent Authority

REDEMPTION FOR REGULATORY REASONS:

If a Regulatory Event has occurred and is continuing, then the Issuer may redeem all, but not only some, of the Capital Securities at any time at their Redemption Price, subject to the redemption conditions, including prior permission of the Competent Authority

CLEAN-UP CALL

Applicable at 75%, subject to the prior permission of the Competent Authority

SUBSTITUTION AND VARIATION

At the option of the Issuer upon a Regulatory Event, Tax Event or Alignment Event, subject to prior permission from the Competent Authority

MANDATORY CONVERSION:

If a Trigger Event occurs, the Capital 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 Group CET1 Ratio 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) $8.76 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

AGREEMENT & ACKNOWLEDGMENT WITH RESPECT TO THE EXERCISE OF STATUTORY LOSS ABSORPTION POWERS:

Applicable

EVENTS OF DEFAULT AND REMEDIES:

An “Event of Default” with respect to the Capital Securities 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 Capital Securities 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 Capital Securities will be automatically accelerated, without any action by the trustee or any holder, and will become immediately due and payable together with accrued but unpaid interest (to the extent not cancelled), subject to obtaining relevant approvals. The payment of principal of the Capital Securities 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 Capital Securities if ING fails to pay any principal, interest or any other amount (including upon redemption) on the Capital Securities or in the performance of any of its covenants or agreements contained in the Capital Securities.

Holders’ remedies for ING’s breach of any obligations under the Capital Securities, 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:

New York Law, except for the subordination provisions and waiver of set-off provisions governed by Dutch Law

USE OF PROCEEDS:

General corporate purposes and to strengthen the capital base of the Issuer

CLEARING:

DTC

DENOMINATIONS:

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

BUSINESS DAY CONVENTION:

Following, unadjusted

EXPECTED LISTING:

Application has been made to Euronext Dublin for the Capital 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 or UK 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.

ISIN /CUSIP:

US456837BT90/ 456837BT9

DAY COUNT FRACTION:

30/360

TARGET MARKET:

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