ING BELGIUM INTERNATIONAL FINANCE S.A. EUR 10,000,000,000 Issuance Programme unconditionally and irrevocably guaranteed by ING Belgium SA/NV Supplement to the Base Prospectus for the issuance of Medium Term Notes and Inflation Linked Notes (Level 1) dated 27 June 2014 This supplement (the Supplement ) is prepared as a supplement to, and must be read in conjunction with, the Base Prospectus for the issuance of Medium Term Notes and Inflation Linked Notes (Level 1) dated 27 June 2014 (the Base Prospectus ). The Base Prospectus has been issued by ING Belgium International Finance S.A. (the Issuer ) under the unconditional and irrevocable guarantee of ING Belgium SA/NV (the Guarantor ) in respect of a EUR 10,000,000,000 Issuance Programme (the Programme ). This Supplement, together with the Base Prospectus, constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of the European Parliament and of the Council, as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the Prospectus Directive ). Terms used but not defined in this Supplement have the meanings ascribed to them in the Base Prospectus. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. The Issuer and the Guarantor accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer and the Guarantor (which have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement has been drawn up for the purposes of Article 13.1 of the Luxembourg Act dated 10 July 2005 on Prospectuses for Securities. Arranger and Dealer ING COMMERCIAL BANKING Dated 19 September 2014-1 -
INTRODUCTION No person has been authorised to give any information or to make any representation not contained in or not consistent with the Base Prospectus and this Supplement, or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Guarantor, the Arranger or the Dealer appointed by the Issuer. Neither the delivery of this Supplement nor the Base Prospectus shall in any circumstances imply that the information contained in the Base Prospectus and herein concerning the Issuer and the Guarantor is correct at any time subsequent to 27 June 2014 (in the case of the Base Prospectus) or the date hereof (in the case of this Supplement) or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. So long as the Base Prospectus and this Supplement are valid as described in Article 9 of the Prospectus Directive, copies of this Supplement and the Base Prospectus, together with the other documents listed in the General Information section of the Base Prospectus and the information incorporated by reference in the Base Prospectus by this Supplement, will be available free of charge from the Issuer, the Guarantor and ING Luxembourg S.A. (the Luxembourg Listing Agent ), 52 route d Esch, L-1470 Luxembourg. Requests for such documents should be directed to the Issuer at 52 route d Esch, L-1470 Luxembourg (+352/44 99 9626). In addition, this Supplement, the Base Prospectus and the documents which are incorporated by reference in the Base Prospectus by this Supplement will be made available on the following website: www.ingmarkets.com under the section Downloads. This Supplement, as well as the documents incorporated by reference in the Base Prospectus by this Supplement, will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). Other than in Belgium and Luxembourg, the Issuer, the Guarantor, the Arranger and the Dealer do not represent that the Base Prospectus and this Supplement may be lawfully distributed in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. The distribution of the Base Prospectus and this Supplement may be restricted by law in certain jurisdictions. Persons into whose possession the Base Prospectus and this Supplement come must inform themselves about, and observe, any such restrictions (see Subscription and Sale in the Base Prospectus). In accordance with Article 16 of the Prospectus Directive, investors who have already agreed to purchase or subscribe for securities offered under the Base Prospectus before this Supplement is published have the right, exercisable within two business days commencing on the working day after the date of publication of this Supplement (no later than 23 September 2014), to withdraw their acceptances. RECENT DEVELOPMENTS AND INFORMATION INCORPORATED BY REFERENCE 1. On 18 August 2014, the Issuer published its Management Report per 30 th June 2014 (the Interim Report ) containing its unaudited semi-annual accounts in respect of the six month period ended 30 June 2014 (the Issuer Semi-Annual Accounts ). A copy of the Issuer Semi-Annual Accounts has been filed with the Luxembourg Authority for Financial Markets (Commission de Surveillance du Secteur Financier) and the - 2 -
information included in the Issuer Semi-Annual Accounts shall by virtue of this Supplement be deemed to be incorporated by reference in, and forms part of, the Base Prospectus. 2. The Guarantor does not publish half yearly financial information. The Guarantor issues key figures of half yearly results in a press release. Those key figures are not audited but only subject to a limited review by the Auditors. Such figures aim at providing an overview of the evolution of the main business lines of the Guarantor on the basis of its management accounting. Hence, they cover a slightly different scope and cannot be entirely compared with the yearly financial information published by the Guarantor (based on financial accounting). On 8 August 2014, the Guarantor announced its 2014 first half-year results in a press release entitled ING Belgium: 2014 first half year financial and commercial results - ING Belgium continues to deliver solid results. These results show a strong growth in lending (+ EUR 3.7 billion) and deposits (+ EUR 4.5 billion), and also a net growth of active clients (+24,000) as well as a substantial increase in bank levies (+ EUR 41 million), which leads to a profit before tax at EUR 649 million. In the first half of this year, ING welcomed 244 new employees; overall, ING Belgium employed 8,975 employees (Full Time Equivalent, FTE) at the end of June 2014, compared to 9,129 employees (FTE) at the end of 2013. Such press release which has been filed with the Luxembourg Authority for Financial Markets (Commission de Surveillance du Secteur Financier), shall by virtue of this Supplement be deemed to be incorporated by reference in its entirety in, and to form part of, the Base Prospectus. MODIFICATIONS TO THE BASE PROSPECTUS 1. Element B.12 ( Selected historical key financial information/significant or material adverse change ) in the section entitled Summary of the Programme relating to Retail PD Notes on pages 5 and 6 of the Base Prospectus shall be deleted and restated as follows: Key Figures ING Belgium International Finance S.A. (1) (Amounts in millions of euros) Balance sheet (2) 2013 2012 Total assets... 2,900 3,284 Fixed assets... 2,881 3,225 Current assets... 19 24 Capital and reserves... 4 4 Creditors... 2,896 3,245 Results (3) Total income... 94 166 Income from financial assets and other financial instruments... 94 166 Total Expenses... 94 166 Profit... 1.4 1.8-3 -
Notes: (1) These figures have been derived from the audited annual accounts of ING Belgium International Finance S.A. in respect of the financial years ended 31 December 2013 and 2012, respectively. (2) At 31 December. (3) For the year ended 31 December. Un-audited semi-annual accounts of ING Belgium International Finance S.A. (4) Balance sheet (5) 30 June 2014 30 June 2013 Total assets... 3,100 2,895 Fixed assets... 3,085 2,880 Current assets... 16 15 Capital and reserves... 3 3 Creditors... 3,097 2,891 Results (6) Total income... 58 47 Income from financial assets and other financial instruments... 58 47 Total Expenses... 58 47 Profit... 0.7 0.7 Notes: (4) These figures have been derived from the un-audited semi-annual accounts of ING Belgium International Finance S.A. in respect of the six month periods ending 30 June 2014 and 30 June 2013, respectively. (5) At 30 June. (6) For the six month period ended 30 June. Significant Change Not applicable. There has been no significant change in the financial or trading position of the Issuer since 30 June 2014. Material Adverse Change There has been no material adverse change in the prospects of the Issuer since 31 December 2013. 2. The section entitled Documents incorporated by reference on pages 119 and 120 of the Base Prospectus shall be modified as follows: The paragraphs (a) to (c) on page 119 of the Base Prospectus shall be deleted and restated as follows: (a) the booklets containing the audited financial statements in respect of the years ended 31 December 2013 (the Issuer Annual Accounts 2013 ) and in respect of the years ended 31 December 2012 (the Issuer Annual Accounts 2012 ), in each case including the auditors reports in respect of such years; - 4 -
(b) the annual reports of the Guarantor (respectively the Guarantor Annual Report 2013 and the Guarantor Annual Report 2012 ) in respect of the years ended 31 December 2013 and 2012(*), including the audited financial statements (respectively the Guarantor Annual Accounts 2013 and the Guarantor Annual Accounts 2012 ) and auditors reports in respect of such years; (c) the Articles of Association (in French) of the Issuer and of the Guarantor; (d) the terms and conditions of the Notes under the Programme in respect of the Base Prospectus dated 28 June 2013 as included on pages 186 to 252 thereof; (e) the booklet containing the unaudited semi-annual accounts of the Issuer in respect of the six month period ended 30 June 2014 (the Issuer Semi-Annual Accounts ); and (f) the Guarantor s press release dated 8 August 2014 and entitled ING Belgium: 2014 first half year financial and commercial results - ING Belgium continues to deliver solid results. The table under the provision The information incorporated by reference above in respect of the Issuer is as follows: on page 119 of the Base Prospectus shall be deleted and replaced by the following new table: Information incorporated by reference Reference Issuer Semi-Annual Accounts Balance sheet Issuer Semi-Annual Accounts pages 2 Profit and loss account Issuer Semi-Annual Accounts page 4 Notes to the semi-annual accounts Issuer Semi-Annual Accounts pages 5 to 33 Issuer Annual Accounts 2013 Balance sheet Issuer Annual Accounts 2013 page 3 Profit and loss account Issuer Annual Accounts 2013 page 4 Notes to the annual accounts Issuer Annual Accounts 2013 pages 5 to 41 Independent Auditor s Report Issuer Annual Accounts 2013 pages 1 to 2 Issuer Annual Accounts 2012 Balance Sheet Issuer Annual Accounts 2012 page 3 Profit and loss account Issuer Annual Accounts 2012 page 4 Notes to the annual accounts Issuer Annual Accounts 2012 pages 5 to 27 Independent Auditor s Report Issuer Annual Accounts 2012 pages 1 to 2 The information incorporated by reference that is not included in the cross-reference list is considered as additional information and is not required by the relevant schedules of the Prospectus Regulation. 3. The section entitled ING Belgium International Finance S.A. on pages 165 to 169 of the Base Prospectus shall be modified as follows: The following table shall be inserted after the current table on page 165 of the Base Prospectus under the title Audited annual financial statements : Balance sheets (in EUR) 30 June 2014 30 June 2013 Assets 3,100,264,285 2,894,529,536 Fixed assets 3,084,651,874 2,879,944,028-5 -
Current assets 15,612,411 14,585,508 Liabilities 3,100,264,285 2,894,529,536 Shareholders funds 3,259,174 3,030,212 Provisions for liabilities and charges 27,182 556,079 Debts 3,096,977,928 2,890,943,245 Profit of the year 695,851 718,041 Profit and loss account (in EUR) 30 June 2014 30 June 2013 Income 58,077,525 46,758,774 Expenses 58,077,525 46,758,774 Profit before tax 982,285 1,013,635 Tax 286,434 295,594 Profit of the year 695,851 718,041 4. The paragraph under the title Significant change in the Issuer s financial or trading position on page 171 of the Base Prospectus shall be deleted and restated as follows: There has been no significant change in the financial or trading position of the Issuer since 30 June 2014.. 5. The section entitled Documents Available on page 338 of the Base Prospectus shall be modified as follows: The paragraphs (i) to (vii) shall be deleted and restated as follows: (i) the Agency Agreement (which contains the form of the Global Notes,); (ii) a copy of this Base Prospectus; (iii) each set of Final Terms relating to a Note issued by the Issuer (save that Final Terms relating to a Note issued by the Issuer for which a prospectus is not required to be published in accordance with the Prospectus Directive will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuer or the Paying Agent, as the case may be, as to its holding of Notes and identity); (iv) any future supplements to this Base Prospectus and any other documents incorporated herein or therein by reference; (v) the Guarantee; (vi) the Articles of Association (in French) of the Issuer and the Guarantor; (vii) the Issuer Semi-Annual Accounts, the Issuer Annual Accounts 2013, Issuer Annual Accounts 2012, Guarantor Annual Report 2013, Guarantor Annual Report 2012, Guarantor Annual Accounts 2013 and Guarantor Annual Accounts 2012; and (viii) the Guarantor s press release dated 8 August 2014 and entitled ING Belgium: 2014 first half year financial and commercial results - ING Belgium continues to deliver solid results. - 6 -
6. Significant or Material Adverse Change At the date hereof, there has been no significant change in the financial or trading position of the Issuer and its consolidated subsidiaries since 30 June 2014 and no material adverse change in the prospects of the Issuer and its consolidated subsidiaries since 31 December 2013. At the date hereof, there has been no significant change in the financial or trading position of the Guarantor and its consolidated subsidiaries since 31 December 2013 and no material adverse change in the prospects of the Guarantor and its consolidated subsidiaries since 31 December 2013. - 7 -