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ING BANK N.V. (A Limited Liability Company (Naamloze Vennootschap) Incorporated in the Netherlands with Its Statutory Seat in Amsterdam)

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ING BANK N.V. (A Limited Liability Company (Naamloze Vennootschap) Incorporated in the Netherlands with Its Statutory Seat in Amsterdam) Dated 27 March 2020 ING BANK N.V. (A limited liability company (naamloze vennootschap) incorporated in The Netherlands with its statutory seat in Amsterdam) REGISTRATION DOCUMENT This document constitutes a registration document, as supplemented from time to time (the "Registration Document") for the purpose of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") in relation to ING Bank N.V. (the "Issuer" or "ING Bank") and has been drawn up in accordance with Annex 6 of the Commission Delegated Regulation (EU) 2019/980, as amended. This Registration Document has been approved by the Netherlands Authority for the Financial Markets (the “AFM”) on 27 March 2020 in its capacity as competent authority pursuant to Article 20 of the Prospectus Regulation. Together with any securities note for non-equity securities, as supplemented or replaced from time to time (each a “Securities Note”) of the Issuer, in each case, this Registration Document forms part of any prospectus of the Issuer consisting of separate documents within the meaning of the Prospectus Regulation in respect of the relevant securities (this Registration Document together with the respective Securities Note, in each case the “Prospectus”). The AFM only approves this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Registration Document. Investors should have regard to the risk factors described under the section headed "Risk Factors" in this Registration Document. This Registration Document does not describe all of the risks regarding the Issuer, but the Issuer believes that all material and specific risks relating to it have been described. TABLE OF CONTENTS Page TABLE OF CONTENTS ................................................................................................................................... 2 RISK FACTORS ................................................................................................................................................ 3 IMPORTANT NOTICES ..................................................................................................................................26 DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................28 DESCRIPTION OF ING BANK N.V. ..............................................................................................................31 SELECTED FINANCIAL INFORMATION ....................................................................................................56 OPERATING AND FINANCIAL REVIEW AND PROSPECTS ....................................................................59 SELECTED STATISTICAL INFORMATION .................................................................................................83 GENERAL INFORMATION ..........................................................................................................................105 2 RISK FACTORS Any of the risks described below could have a material adverse effect on the business, results, financial condition and prospects of ING. The Issuer may face a number of the risks described below simultaneously and, where a cross-reference to another risk is included, the risks described below may be interdependent. While the risk factors below have been divided into categories, some risk factors could belong in more than one category and investors should carefully consider all of the risk factors set out in this section. Additional risks of which the Issuer is not presently aware, or that are currently viewed as immaterial, could also affect the business operations of ING and have a material adverse effect on ING’s business, results, financial condition and prospects. The market price of ING shares or other securities could decline due to any of those risks including the risks described below, and investors could lose all or part of their investments. Although the most material risk factors have been presented first within each category, the order in which the remaining risk factors are presented is not necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of the risks or of the scope of any potential negative impact to the Issuer’s business, results, financial condition and prospects. ING Group is a holding company whose principal asset is its investments in the capital stock of ING Bank, its primary banking subsidiary. As a result, the risks applicable to ING Bank are substantially similar to those impacting ING Group. 1 Risks related to financial conditions, market environment and general economic trends Because the Issuer is a financial services company conducting business on a global basis, its revenues and earnings are affected by the volatility and strength of the economic, business, liquidity, funding and capital markets environments of the various geographic regions in which it conducts business, and an adverse change in any one region could have an impact on its business, results and financial condition. Because ING is a multinational banking and financial services corporation, with a global presence and serving around 38.4 million customers, corporate clients and financial institutions in over 40 countries, ING’s business, results and financial condition may be significantly impacted by turmoil and volatility in the worldwide financial markets or in the particular geographic areas in which the Issuer operates. In Retail Banking, ING’s products include savings, payments, investments, loans and mortgages in most of the Issuer’s retail markets. In Wholesale Banking, the Issuer provides specialised lending, tailored corporate finance, debt and equity market solutions, payments & cash management and trade and treasury services. As a result, negative developments in financial markets and/or regions in which the Issuer operates have in the past had and may in the future have a material adverse impact on its business, results and financial condition, including as a result of the potential consequences listed below. Factors such as interest rates, securities prices, credit spreads, liquidity spreads, exchange rates, consumer spending, changes in client behaviour, business investment, real estate values and private equity valuations, government spending, inflation or deflation, the volatility and strength of the capital markets, political events and trends, terrorism, pandemics and epidemics (such as COVID-19, as described in greater detail below under the heading ‘–The COVID-19 pandemic may lead to longer-term uncertainty in, and have longer-term adverse effects on, the global economy and financial markets and adversely affect the Issuer’s business, results and financial condition’) or other widespread health emergencies all impact the business and economic environment and, ultimately, the Issuer’s solvency, liquidity and the amount and profitability of business the Issuer conducts in a specific geographic region. Certain of these factors are often experienced globally as well as in specific geographic regions and are described in greater detail below under the headings ‘–Interest rate volatility and other interest rate changes may adversely affect the Issuer’s business, results and financial condition’, ‘– Inflation and deflation may negatively affect the Issuer’s business, results and financial condition’, ‘–Market 3 conditions, including those observed over the past few years and the application of IFRS 9 may increase the risk of loans being impaired and have a negative effect on the Issuer’s results and financial condition’ and ‘– Continued risk of political instability and fiscal uncertainty in Europe and the United States, as well as ongoing volatility in the financial markets and the economy generally have adversely affected, and may continue to adversely affect, the Issuer’s business, results and financial condition’. All of these are factors in local and regional economies as well as in the global economy, and the Issuer may be affected by changes in any one of these factors in any one country or region, and more if more of these factors occur simultaneously and/or in multiple countries or regions or on a global scale. In case one or more of the factors mentioned above adversely affects the profitability of the Issuer’s business, this might also result, among other things, in the following: • reserve and provisions inadequacies, which could ultimately be realised through profit and loss and shareholders’ equity; • the write-down of tax assets impacting net results and/or equity; • impairment expenses related to goodwill and other intangible assets, impacting net result; and/or • movements in risk weighted assets for the determination of required capital. In particular, the Issuer is exposed to financial, economic, market and political conditions in the Benelux countries and Germany, from which it derives a significant portion of its revenues in both Retail Banking and Wholesale Banking, and which present risks of economic downturn. Though less material, the Issuer also derives substantial revenues in the following geographic regions: Turkey, Eastern Europe (primarily Poland among others), Southern Europe (primarily Spain among others), East Asia (primarily Singapore among others) and Australia which also present risks of economic downturn. In an economic downturn, the Issuer expects that
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