Commentary & Deal Flow

Reoffer: 12NC7: MS+135bp / 99.84 / 4.277%
Benchmark: 12NC7: DBR 2.3 15-Feb-33 @ 96.68% / B+143.1bp / HR 100%

Final Books: Above €2.5bn (excl JLM interest). Peak book above €3.1bn (excl JLM interest, pre-rec)

Launched: 12NC7: €1bn @ MS+135bp - Books above €3.1bn (excl JLM interest, pre-rec)
Book Update: Book above €2.2bn (excl JLM interest)
IPTs: 12NC7: MS+165bp area

• Issuer: ING Groep N.V.
• Issuer LEI: 549300NYKK9MWM7GGW15
• Issuer Ratings: A- stable (S&P), A+ stable (Fitch), AA- stable (Scope)
• Exp. Issue Ratings: Baa2/BBB+/A-/A- (Moody's/S&P/Fitch/Scope)
• Format: Reg S (Category 2), Classical Global Note (CGN), bearer form, Tefra D
• Status: Subordinated, Unsecured. The Notes are intended to qualify as Tier 2 capital for the purposes of the capital adequacy rules as applied by the competent authority.
• Use of Proceeds: An amount equivalent to the net proceeds of the Notes will be used to finance and/or refinance, in whole or in part, a portfolio of green loans (the “Eligible Green Loan Portfolio”) in accordance with the relevant eligibility criteria (the “Eligibility Criteria”) as set out and amended from time to time under the ING global green funding framework (the “ING Global Green Funding Framework”). Pending the full allocation of an amount equal to the net proceeds of the Notes to the Eligible Green Loan Portfolio, ING will hold and/or invest the balance of net proceeds not yet allocated to the Eligible Green Loan Portfolio within a separate account of its treasury department, at its own discretion, in cash and/or other liquid instruments in its liquidity portfolio.
• Settlement Date: 18-May-26 (T+5)
• Reset: 18-May-33
• Maturity: 18-May-38
• Reoffer: MS+135 bps. Yield 4.277% Px 99.840%
• Ref benchmark: DBR 2.3 15-Feb-33 +143.1bps (Px 96.68% Yield 2.846%). HR 100%
• Size: €1bn
• ISIN: XS3379640363
• Coupon: 4.250% per annum payable annually until the Reset Date (excluded), then one time reset at the prevailing 5-year € Mid-Swap Rate + Margin from and including the Reset Date to but excluding the Maturity Date
• Interest Payment Dates: 18 May in each year, commencing on 18-May-27, up to and including the Maturity Date, adjusted in accordance with the Business Day Convention
• Day Count: Actual/actual (ICMA), unadjusted. Following Business Day Convention. T2
• Issuer call: Applicable; The Issuer may redeem all, but not some only, of the Notes on 18-May-33 at 100% per Specified Denomination
• Regulatory Call: Applicable
• Clean-up Call: Applicable, if, 75 per cent. or more in nominal amount of the Notes hitherto issued have been redeemed or purchased and cancelled
• Tax Call: Applicable, upon withholding, or a change in applicable tax treatment as specified in Condition 6(b) of the terms and conditions of the DIP the Issuer may, but shall not be obliged to, on giving not less than 15 nor more than 30 days’ notice, redeem all but not some of the Notes for the time being outstanding at an amount per Note equal to 100% of the Specified Denomination, together with interest (if any) accrued to (but excluding) the date of redemption
• Substitution and Variation: Applicable
• Denomination: €100,000 + €100,000
• Listing/Docs: Euronext Amsterdam/Issued off the ING Groep N.V. € 70bn Programme for the Issuance of Debt Instruments (“DIP”) as supplemented from time to time
• Governing Law: Dutch Law
• ESG Structurer: ING
• Joint Bookrunners: BNP Paribas, ING (B&D), Lloyds, NatWest, Santander and Standard Chartered Bank
• Restricted events of default: Applicable
• Acknowledgement of Statutory loss absorption powers: Applicable
• Target market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK PRIIPs KID / CCI product summary has been prepared as not available to retail in EEA or in the UK
• Fees: The banks will be paid a fee by the Issuer in connection to the transaction
• Timing: TOE: 15.34 CET FTT: 15.55 CET
• Advertisement: The Issuer’s registration document dated 11-Mar-26 as supplemented on 01-May-26 and the securities note dated 11-Mar-26 are published and the applicable final terms, when available, will be published on the website of the Issuer: https://ing.com/investors/fixed-income-information/debt-securities-ing-groep-nv/tier-2-bonds