|
IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL.
IMPORTANT:
You must read the following disclaimer before continuing.
The following disclaimer applies to the attached offer to purchase (as it may be amended or supplemented from time to time,
the “Offer to Purchase”) and you are therefore advised to read this disclaimer page carefully before reading or making any other use of
the Offer to Purchase. By accepting the email to which the Offer to Purchase was attached and by accessing, reading or making any other
use of the Offer to Purchase, you will (in addition to giving the representations below) agree to be bound by the following terms and
conditions, including any modifications to them from time to time, each time you receive any information from any Dealer Manager
(as defined in the Offer to Purchase) or the Information and Tender Agent (as defined in the Offer to Purchase).
Confirmation of your representation:
You have been sent the Offer to Purchase at your request and by accepting the email to which the Offer to Purchase was attached and
by accessing,
reading or making any other use of the Offer to Purchase, you (in addition to agreeing to the above) represent that:
(i) you are a holder or a beneficial owner of the
5.800% Subordinated Notes due September 25, 2023 issued by ING Bank N.V.
(ISINs: US449786AY82 (144A) / USN45780CT38 (Reg S));
(ii)
you are a person to whom it is lawful to send the Offer to Purchase or to make an invitation pursuant to the Tender Offer (as defined in the Offer to Purchase) under applicable laws and regulations;
(iii)
you are not
(a) a person that is, or is owned or controlled by a person that is,
described or designated as a “specially designated national” or “blocked person” in the most current U.S. Treasury Department list
of “Specially Designated National and Blocked Persons” or an entity included in the Sectoral Sanctions Identifications List
(which can be found at: http://sdnsearch.ofac.treas.gov/);
or
(b) currently the target of or subject to, or in violation of, any sanctions under (x) the laws and regulations that have been
officially published and are administered or enforced by the U.S. Government (including, without limitation, the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State), or any enabling legislation
or executive order relating thereto; or (y) any equivalent sanctions or measures officially published and imposed by the European Union,
any member state of the European Union, Her Majesty’s Treasury, the United Nations or any other relevant sanctions authority,
including sanctions imposed against certain states, organizations and individuals under the European Union’s Common Foreign & Security Policy;
(iv)
you consent to delivery of the Offer to Purchase by electronic transmission to you; and
(v)
you have understood and agreed to the terms set out in this disclaimer.
The Offer to Purchase has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may
be altered or changed during the process of transmission and consequently none of the Offeror (as defined in the Offer to Purchase),
the Dealer Managers, the Information and Tender Agent, the Fiscal Agent (as defined in the Offer to Purchase) or any person who controls,
or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of
any difference between the Offer to Purchase distributed to you in electronic format and the hard copy version available to you on request from
the Information and Tender Agent.
The Offer to Purchase has been sent to you on the basis that you may not nor are you authorized
to deliver the Offer to Purchase to any other person or to reproduce the Offer to Purchase in any manner whatsoever.
Any materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer or solicitation
in any jurisdiction where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Tender Offer
be made by a licensed broker or dealer and a Dealer Manager or any of its affiliates is such a licensed broker or dealer in that
jurisdiction, the Tender Offer will be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf
of the Offeror in such jurisdiction. If the Offer to Purchase is communicated to persons in the United Kingdom, it may only be so
communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in:
(i) the United Kingdom and accordingly this electronic transmission is only for distribution to and directed at:
(1) investment professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the “Order”),
(2) persons within Article 43(2) of the Order, including existing members and creditors of the Offeror,
(3) persons outside the United Kingdom and
(4) any other persons to whom this electronic transmission can be lawfully
communicated in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply;
(ii) France other than to
(i) providers of investment services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or
(ii) qualified investors (investisseurs qualifiés) acting for their own account, other than individuals, all as defined in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code
monétaire et financier;
(iii) Italy other than as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended
(the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended; or
(iv) any other jurisdiction in which such offer or solicitation would be unlawful.
The distribution of the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession the Offer
to Purchase comes are required by the Offeror,
each Dealer Manager and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility
to take precautions to ensure that this electronic communication is free from viruses and other items of a destructive nature.
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL.
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER IN OR FROM ANY JURISDICTION IN OR FROM
WHICH OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES, BLUE SKY OR OTHER LAWS.
THE DISTRIBUTION OF THIS DOCUMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. SEE
“OFFER AND DISTRIBUTION RESTRICTIONS” ON THE NEXT PAGE.
PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES ARE REQUIRED BY THE OFFEROR, THE DEALER MANAGERS AND THE INFORMATION AND TENDER AGENT TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
By clicking "I AGREE" below, you acknowledge that
you are a Person entitled to view the contents of
this website and you acknowledge and agree to the terms and
conditions set forth above. Specifically, by clicking "I AGREE"
below, you acknowledge that you are a person into whose possession
the Offer Document may be lawfully delivered in accordance
with the laws of the jurisdiction in which you are located. If you
you do not so acknowledge and agree, you are not
entitled to enter website. If this is the case you must leave the
website by clicking "I DISAGREE" below.
|