ING GROEP N.V.
(a limited liability company with corporate seat
in Amsterdam, The Netherlands)
US$1,250,000,000 6.083% Callable Fixed-to-Floating Rate
Senior Notes due 2027
US$1,250,000,000 6.114% Callable
Fixed-to-Floating Rate Senior Notes due 2034
US$500,000,000 Callable Floating Rate Senior Notes due 2027
Underwriting Agreement
September 5, 2023
BMO
Capital Markets Corp.
BofA Securities, Inc.
ING Financial Markets LLC
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC
NatWest
Markets Securities Inc.
Wells Fargo Securities, LLC
As representatives (the Representatives) of the several Underwriters named in Schedule 1 hereto.
Ladies and Gentlemen:
ING Groep N.V., a public
limited liability company incorporated under the laws of The Netherlands, having its corporate seat in Amsterdam, The Netherlands (the Company), confirms its agreement (this Agreement) with BMO Capital Markets
Corp. (BMO), BofA Securities, Inc. (BofA), ING Financial Markets LLC (ING Financial), Mizuho Securities USA LLC (Mizuho), Morgan Stanley & Co. LLC (Morgan
Stanley), NatWest Markets Securities Inc. (NatWest), Wells Fargo Securities, LLC (Wells Fargo) and each of the other Underwriters named in Schedule 1 hereto (collectively, the
Underwriters, which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom BMO, BofA, ING Financial, Mizuho, Morgan Stanley, NatWest and Wells Fargo are acting as representatives (in
such capacity, hereinafter referred to as the Representatives), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount set forth in
Schedule 1 hereto opposite the name of such Underwriter of the Companys US$1,250,000,000 6.083% Callable Fixed-to-Floating Rate Senior Notes due 2027 (the
2027 Notes), US$1,250,000,000 6.114% Callable Fixed-to-Floating Rate Senior Notes due 2034 (the 2034 Notes) and US$500,000,000
Callable Floating Rate Senior Notes due 2027 (the Floating Rate Notes and, together with the 2027 Notes and the 2034 Notes, the Securities).
The Securities will be issued pursuant to the Senior Debt Securities Indenture dated as of March 29, 2017 (the
Original Indenture) between the Company and The Bank of New York Mellon, London Branch, as indenture trustee (the Indenture Trustee), as amended and supplemented by the Sixth Supplemental Indenture dated as of
the date on which the Closing Time referred to in Section 2(c) hereof occurs (such date, the Closing Date) (the Supplemental Indenture and, together with the Original Indenture, the
Indenture).
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