ING GROEP NV

Item 10. Additional information

A. Share capital

B. Memorandum and articles of association

For a description of ING’s memorandum and articles of association, please

see Exhibit 2.1 “Description of Securities Registered under Section 12 of the

Exchange Act”, which is incorporated by reference herein.

Reference is made to Exhibit 1.1 to this Form 20-F for the articles of

association.

C. Material contracts

There have been no material contracts outside the ordinary course of

business to which ING Groep N.V. or any of its subsidiaries is a party in the

last two years.

D. Exchange controls

Cash distributions, if any, payable in Euros on Ordinary Shares and ADSs

may be officially transferred from the Netherlands and converted into any

other currency without violating Dutch law, except that for statistical

purposes such payments and transactions must be reported by ING Groep

N.V. to the Dutch Central Bank and, further, no payments, including

dividend payments, may be made to jurisdictions or persons subject to

certain sanctions, adopted by the government of the Netherlands or the

European Union.

E. Taxation

The following is a summary of certain Netherlands tax consequences, and

the United States federal income tax consequences, of the ownership of

our Ordinary Shares or American Depositary Shares (“ADSs”) by U.S.

Shareholders (as defined below) who hold Ordinary Shares or ADSs as

capital assets for tax purposes.

For the purposes of this summary, a “U.S. Shareholder” is a beneficial

owner of Ordinary Shares or ADSs that is, for United States federal income

tax purposes:

§an individual citizen or resident of the United States,

§a corporation organized under the laws of the United States or of any

state of the United States, or any entity taxable as United States

corporation,

§an estate, the income of which is subject to United States federal

income tax without regard to its source, or

§a trust if a court within the United States is able to exercise primary

supervision over the administration of the trust and one or more United

States persons have the authority to control all substantial decisions of

the trust.

Further, this summary is limited to U.S. Shareholders who are not, and are

not deemed to be, a resident of the Netherlands for Dutch tax purposes.

This summary is based on the United States Internal Revenue Code of

1986 and the laws of the Netherlands, each as amended, their legislative

history, existing and proposed regulations, published rulings and court

decisions, and the tax treaty between the United States and the

Netherlands for the Avoidance of Double Taxation and the Prevention of

Fiscal Evasion with respect to Taxes on Income (“Treaty”), all as applicable

as of the date hereof. These laws are subject to change, possibly on a

retroactive basis. The information provided below is neither intended as

tax advice nor purports to describe all of the tax considerations that may

be relevant to investors and prospective investors including foreign, state

or local tax consequences, estate and gift tax consequences, and tax

consequences arising under the Medicare contribution tax on net

investment income or the alternative minimum tax. It should not be read

as extending to matters not specifically discussed, and investors should

consult their own advisors as to the tax consequences of their ownership

and disposal of Ordinary Shares or ADSs. In particular, the summary does

not take into account the specific circumstances of particular investors

(such as tax-exempt organizations, banks, insurance companies, dealers in

securities, traders in securities that elect to use a mark-to-market method

of accounting for their securities holdings, investors whose functional

currency is not the U.S. dollar, investors that actually or constructively own

10% or more of the combined voting power of the voting stock or of the

total value of ING Groep N.V., investors that hold Ordinary Shares or ADSs

as part of a straddle or a hedging or conversion transaction or investors

that acquired or dispose of Ordinary Shares or ADSs as part of a wash sale

for tax purposes, some of which may be subject to special rules). If an

entity or arrangement that is treated as a partnership for United States

federal income tax purposes holds the Ordinary Shares or ADSs, the United

States federal income tax treatment of a partner will generally depend on

the status of the partner and the tax treatment of the partnership. A

partner in a partnership holding the Ordinary Shares or ADSs should

consult its tax advisor with regard to the United States federal income tax

treatment of an investment in the Ordinary Shares or ADSs.

Moreover, this summary does not discuss (i) the Dutch tax treatment of a

holder of Ordinary Shares or ADSs who is an individual receiving income or

capital gains derived from the Ordinary Shares and ADSs if such income or

capital gains are attributable to the past, present or future employment

activities of such holderand (ii) the potential consequences for corporate

holders of Ordinary Shares or ADSs pursuant to the Dutch Minimum Tax

Act 2024 (Wet Minimumbelasting 2024).

The summary is based in part upon the representations of the Depositary

and the assumption that each obligation in the Deposit Agreement and

any related agreement will be performed in accordance with its terms. In

general, for United States federal income tax and Netherlands tax

purposes, holders of ADSs will be treated as the owners of the Ordinary

Shares underlying the ADSs, and exchanges of Ordinary Shares for ADSs,

and exchanges of ADSs for Ordinary Shares, will not be subject to United

States federal income tax or Netherlands income tax. References to

Ordinary Shares in this section include references to ADSs.

It is assumed, for purposes of this summary, that a U.S. Shareholder is

eligible for the benefits of the Treaty and that a U.S. Shareholder’s

eligibility is not limited by the limitation on benefits provisions of the

Treaty.

Netherlands Taxation

Dutch dividend withholding tax

The Netherlands imposes a withholding tax on a distribution of a dividend

at the statutory rate of 15%. Dividends include:

1. dividends paid in cash and in kind;

2. deemed and constructive dividends;

3. the consideration for the repurchase or redemption of shares in excess

of the qualifying average paid-in capital unless such repurchase is

made for temporary investment purposes or is exempt by law;

4. any (partial) repayment of paid-in capital not qualifying as capital for

Dutch dividend withholding tax purposes;

5. liquidation proceeds in excess of the qualifying average paid-in capital

for Dutch dividend withholding tax purposes; and

6. stock dividends up to their nominal value (unless distributed out of ING

Groep N.V.’s qualifying paid-in capital).

Reduction of Dutch dividend withholding tax based on Dutch law

Under certain circumstances, a reduction of Dutch dividend withholding

tax can be obtained based on Dutch law:

1. An exemption at source is available if the Dutch participation

exemption applies and the Ordinary Shares or ADSs are attributable to

a business carried out in the Netherlands. To qualify for the Dutch

participation exemption, the U.S. Shareholder must generally hold at

least 5.0 percent of our nominal paid-in capital and meet certain other

2. An exemption at source is available for dividend distributions to certain

qualifying corporate U.S. Shareholders owning our Ordinary Shares or

ADSs if such shareholder would have been able to apply the Dutch

participation exemption if it would have been resident of the

Netherlands, unless such shareholder holds the Ordinary Shares or

ADSs with the primary aim or one of the primary aims to avoid the levy

of Dutch dividend withholding tax at the level of another person and

the Ordinary Shares or ADSs are not held for valid commercial reasons

that reflect economic reality.

3. Certain tax exempt organizations (e.g. pension funds and excluding

collective investment vehicles) may be eligible for a refund of Dutch

dividend withholding tax upon their request or in certain cases, an

exemption at source.

4. Upon request and under certain conditions, certain qualifying individual

and corporate U.S Shareholders of Ordinary Shares or ADSs which are

not subject to personal or corporate income tax in the Netherlands

may request a refund of Dutch dividend withholding tax insofar as the

withholding tax withheld on the gross dividend is higher than the

personal or corporate income tax which would have been due on the

net dividend if they were resident or established in the Netherlands.

This refund is however not applicable when, based on the Treaty, the

Dutch dividend withholding tax can be fully credited in the United

States by the U.S. Shareholder. However, it is unclear whether (i) which

(financing) costs can be taken into account when determining the

hypothetical personal or corporate income tax due on the net income

(ii) or how the Netherlands would determine whether, based on the

double taxation convention, a full credit is available in the country of

residence of the holder for purposes of this refund. See “United States

Taxation—Taxes on dividends” for more information. The provision in

essence is intended to be a codification of certain judgments by both

the European Free Trade Association Court of Justice and the European

Court of Justice that already indicated that in certain circumstances a

refund should be available prior to the introduction of the provision in

Dutch law. It is possible that this provision is an insufficient codification

of these judgments and that based on EU law a larger refund should be

provided.

Reduction of Dutch dividend withholding tax based on the Treaty

Pursuant to the provisions of the Treaty, certain corporate U.S.

Shareholders owning directly at least 10% of our voting power are eligible

for a reduction to 5% Dutch dividend withholding tax provided that the U.S.

Shareholder is the beneficial owner of the dividends received and does not

have an enterprise or an interest in an enterprise that is, in whole or in

part, carried on through a permanent establishment or permanent

representative in the Netherlands to which the dividends are attributable.

The Treaty also provides for a dividend withholding tax exemption on

dividends, but only for a shareholder owning directly at least 80.0 percent

of our voting power and meeting all other requirements.

Provided that certain conditions are met, under the Treaty dividends paid

to qualifying exempt pension trusts and other qualifying exempt

organizations, as defined in the Treaty, are exempt from Dutch dividend

withholding tax. To obtain a refund of the tax withheld such qualifying

exempt pension trusts are required to file a request. Only if certain

conditions are fulfilled, such qualifying exempt pension trusts may be

eligible for relief at source upon payment of the dividend. Qualifying

exempt organizations (other than qualifying exempt pension trusts) can

only file for a refund of the tax withheld.

Anti-dividend stripping rules

Pursuant to the Dutch anti-dividend stripping rules, in the case of dividend-

stripping, the 15% dividend withholding tax cannot be reduced or

refunded. Dividend-stripping is deemed to be present if the recipient of a

dividend is, contrary to what has been assumed above, not the beneficial

owner thereof and is entitled to a larger credit, reduction or refund of

dividend withholding tax than the beneficial owner of the dividends. Under

these rules, a recipient of dividends will not be considered the beneficial

owner thereof if as a consequence of a combination of transactions a

person other than the recipient wholly or partly benefits from the

dividends, whereby such person retains, whether directly or indirectly, an

interest similar to the shares on which the dividends were paid.

Credit for ING Groep N.V.

ING Groep N.V. may, with respect to certain dividends received from

qualifying non-Netherlands subsidiaries, credit taxes withheld from those

dividends against the Netherlands withholding tax imposed on certain

qualifying dividends that are redistributed by ING Groep N.V., up to a

maximum of the lesser of:

§3% of the amount of qualifying dividends redistributed by ING Groep

N.V.; and

§3% of the gross amount of certain qualifying dividends received by ING

Groep N.V.

The reduction is applied to the Dutch dividend withholding tax that ING

Groep N.V. must pay to the Dutch tax authorities and not to the Dutch

dividend withholding tax that ING Groep N.V. must withhold.

Dutch conditional withholding tax

From 1 January 2024 onwards, in addition to Dutch dividend withholding

tax, Dutch conditional withholding tax may apply at a statutory rate of

25.8% on dividends and other (deemed) distributions to certain affiliated

(gelieerde) entities of ING Groep N.V. for the purpose of the Dutch

Withholding Tax Act 2021 (Wet bronbelasting 2021).

The Dutch conditional withholding tax only applies on dividends and other

(deemed) distributions to entities that are resident (gevestigd), or have a

permanent establishment to which the dividend or distribution is

attributable, in a jurisdiction that is listed in the yearly updated Dutch

Regulation on low-taxing states and non-cooperative jurisdictions for tax

purposes (Regeling laagbelastende staten en niet-coöperatieve

rechtsgebieden voor belastingdoeleinden), and in certain deemed abusive

situations.

An entity is generally affiliated within the meaning of the Dutch

Withholding Tax Act 2021 if there is a controlling relationship between

such entity and ING Groep N.V.

Taxes on income and capital gains

Income and capital gains

Income and capital gains derived from the Ordinary Shares or ADSs by an

individual or corporate U.S. Shareholder are generally not subject to

Netherlands income tax or corporation tax, unless:

1. such income and gains are attributable to a (deemed) permanent

establishment or (deemed) permanent representative in the

Netherlands of the U.S. Shareholder; or

2. the shareholder is entitled to a share in the profits of an enterprise or

(in case of a non-Dutch resident corporate shareholder only) a co-

entitlement to the net worth of an enterprise, that is effectively

managed in the Netherlands (other than by way of securities) and to

which enterprise the Ordinary Shares or ADSs are attributable; or

3. such income and capital gains are derived from a direct, indirect or

deemed substantial interest in the share capital of ING Groep N.V. (such

substantial interest not being a business asset), and in the case of a

non-Dutch resident corporate shareholder only, that substantial

interest is being held with the primary aim or one of the primary aims

to avoid the levy of income tax from another person and is put in place

without valid economic reasons that reflect economic reality;

4. in case of a non-Dutch resident corporate shareholder, such

shareholder is a resident of Aruba, Curaçao or Saint Martin with a

permanent establishment or permanent representative in Bonaire,

Eustatius or Saba to which the Ordinary Shares or ADS are attributable,

while the profits of such shareholder are taxable in the Netherlands

pursuant to Article 17(3)(c) of the Dutch Corporate Tax Act 1969; or

5. in case of a non-Dutch resident individual, such individual derives

income or capital gains from the Ordinary Shares or ADSs that are

taxable as benefits from ‘miscellaneous activities’ in the Netherlands

(‘resultaat uit overige werkzaamheden’, as defined in the Dutch Income

Tax Act 2001), which includes the performance of activities with respect

to the Ordinary Shares or ADSs that exceed regular portfolio

management.

Substantial interest

Generally speaking, for Dutch tax purposes, an interest in the share capital

of ING Groep N.V., should not be considered a substantial interest if the

holder of such interest, and, in case of an individual, his or her spouse,

registered partner, certain other relatives or certain persons sharing the

holder’s household, alone or together, does or do not hold, either directly

or indirectly, the ownership of, or certain rights over, shares or rights

resembling shares representing 5% or more of the total issued and

outstanding capital, or the issued and outstanding capital of any class of

shares, of ING Groep N.V.

Gift or inheritance tax

No Netherlands gift or inheritance tax will be imposed on the transfer or

deemed transfer of the Ordinary Shares or ADSs by way of a gift by or on

the death of a U.S. Shareholder if, at the time of the gift or the death of

that shareholder, such shareholder is not a (deemed) resident of the

Netherlands.

Netherlands inheritance or gift taxes (as the case may be) are due,

however, if the transfer of the Ordinary Shares or ADSs is construed as an

inheritance or as a gift made by or on behalf of a person who, at the time

of the gift or death, is deemed to be a resident of the Netherlands. For the

purposes of Netherlands gift or inheritance tax, an individual of Dutch

nationality is deemed to be a resident of the Netherlands if he or she has

been a resident thereof at any time during the ten years preceding the

time of the gift or death. For the purposes of Netherlands gift tax, any

person is deemed to be a resident of the Netherlands if he or she has

resided therein at any time in the twelve months preceding the gift.

United States Taxation

Taxes on dividends

The tax treatment of owning Ordinary Shares or ADSs will depend in part

on whether or not ING Groep N.V. is classified as a passive foreign

investment company, or PFIC, for United States federal income tax

purposes. Except as discussed below under “-PFIC Rules”, this discussion

assumes that ING Groep N.V. is not classified as a PFIC for United States

federal income tax purposes.

Under the United States federal income tax laws, a U.S. Shareholder will be

required to include in gross income the gross amount of a cash dividend

(including any Netherlands withholding tax withheld) as ordinary income

when the dividend is actually or constructively received by the U.S.

Shareholder in the case of Ordinary shares, or by the Depositary, in the

case of ADSs. For this purpose, a “dividend” will include any distribution

paid by ING Groep N.V. with respect to the Ordinary Shares or ADSs, but

only to the extent such distribution is not in excess of ING Groep N.V.’s

current and accumulated earnings and profits as determined for United

States federal income tax purposes. Distributions in excess of current and

accumulated earnings and profits, as determined for United States federal

income tax purposes, will be treated as a non-taxable return of capital to

the extent of a U.S. Shareholder’s basis in the Ordinary Shares or ADSs and

thereafter as capital gain. Because ING Groep N.V. does not keep account

of its earnings and profits, as determined for United States federal income

tax purposes, U.S. Shareholders should generally expect to treat any

distribution as a dividend for U.S. federal income tax purposes.

For foreign tax credit limitation purposes, dividends will generally be

income from sources outside the United States and will, depending on the

circumstances of the U.S. Shareholder, generally be “passive” income for

purposes of computing the foreign tax credit allowable to the shareholder.

However, if (a) we are 50% or more owned, by vote or value, by United

States persons and (b) at least 10% of our earnings and profits are

attributable to sources within the United States, then for foreign tax credit

purposes, a portion of our dividends would be treated as derived from

sources within the United States. With respect to any dividend paid for any

taxable year, the United States source ratio of our dividends for foreign tax

credit purposes would be equal to the portion of our earnings and profits

from sources within the United States for such taxable year, divided by the

total amount of our earnings and profits for such taxable year.

A dividend will not be eligible for the dividends-received deduction

generally allowed to U.S. corporations in respect of dividends received

from other U.S. corporations. Dividends paid to a non-corporate U.S.

Shareholder that are considered qualified dividend income will be taxable

to the shareholder at preferential rates applicable to long-term capital

gains provided that the shareholder holds the Ordinary Shares or ADSs for

more than 60 days during the 121-day period beginning 60 days before

the ex-dividend date and meets other holding period requirements.

Dividends paid by ING Groep N.V. with respect to the Ordinary Shares or

ADSs generally will be qualified dividend income, provided that, in the year

that you receive the dividend, we are eligible for the benefits of the Treaty.

We believe that we are currently eligible for the benefits of the Treaty and

we therefore expect that dividends on the Ordinary Shares or ADSs will be

qualified dividend income, but there can be no assurance that we will

continue to be eligible for the benefits of the Treaty.

Subject to certain limitations, a U.S. Shareholder may generally deduct

from income, or credit against its United States federal income tax liability,

the amount of any Netherlands withholding taxes withheld under the

Treaty and paid over to the Netherlands Tax Administration. However, the

Netherlands withholding tax may not be creditable unless a U.S.

Shareholder is eligible for and elects to apply the benefits of the Treaty.

Even in such case, the Netherlands withholding tax will likely not be

creditable against the U.S. Shareholder’s United States tax liability to the

extent that ING Groep N.V. is allowed to reduce the amount of dividend

withholding tax paid over to the Netherlands Tax Administration by

crediting withholding tax imposed on certain dividends paid to ING Groep

N.V. In addition, special rules apply in determining the foreign tax credit

limitation with respect to dividends that are subject to preferential rates.

To the extent a reduction or refund of the tax withheld is available to a U.S.

Shareholder under Dutch law or under the Treaty, the amount of tax

withheld that could have been reduced or is refundable will not be eligible

for credit against the U.S. Shareholder's United States federal income tax

liability. In addition, to the extent an amount of Dutch tax withheld is

contingent on the availability of a credit against the amount of income tax

owed to another country, that amount of Dutch tax withheld will not be

eligible for a credit against the U.S. Shareholder's United States federal

income tax liability. It is unclear whether or how the Netherlands would

apply this rule in determining whether, based on the Treaty, a credit is

available in the United States for purposes of the dividend withholding tax

refund provision described in Section IV under “Netherlands Taxation—

Withholding tax on dividends—Reduction of Dutch dividend withholding

tax based on Dutch law”.

Since payments of dividends with respect to Ordinary Shares or ADSs will

be made in Euros, a U.S. Shareholder will generally be required to

determine the amount of dividend income by translating the Euro into U.S.

dollars at the “spot rate” on the date the dividend is distributed, regardless

of whether the payment is in fact converted into U.S. dollars. Generally,

any gain or loss resulting from currency exchange fluctuations during the

period from the date the dividend is distributed to the date such payment

is converted into U.S. dollars will be treated as ordinary income or loss and

will not be eligible for the special tax rate applicable to qualified dividend

income. Such gain or loss will generally be income or loss from sources

within the United States for foreign tax credit limitation purposes.

Taxes on capital gains

Gain or loss on a sale or exchange of Ordinary Shares or ADSs by a U.S.

Shareholder will generally be a capital gain or loss for United States federal

income tax purposes equal to the difference between the U.S. dollar value

of the amount that such U.S. Shareholder realizes and such U.S.

Shareholder's tax basis, determined in U.S. dollars, in the Ordinary Shares

or ADSs. If such U.S. Shareholder has held the Ordinary Shares or ADSs for

more than one year, such gain or loss will generally be long-term capital

gain or loss. Long-term capital gain of a non-corporate U.S. Shareholder is

generally taxed at preferential rates. In general, gain or loss from a sale or

exchange of Ordinary Shares or ADSs by a U.S. Shareholder will be treated

as income or loss from sources within the United States for foreign tax

credit limitation purposes.

PFIC rules

ING Groep N.V. believes it is not a PFIC for United States federal income tax

purposes, and it does not expect to become a PFIC in the foreseeable

future. However, this conclusion is a factual determination that must be

made annually and thus may be subject to change. It is therefore possible

that we could become a PFIC in a future taxable year.

If ING Groep N.V. were to be treated as a PFIC, unless a U.S. Shareholder

made an effective election to be taxed annually on a mark-to-market

basis with respect to the Ordinary Shares or ADSs, any gain from the sale

or disposition of Ordinary Shares or ADSs by a U.S. Shareholder would be

allocated ratably to each year in the holder’s holding period and would be

treated as ordinary income. Tax would be imposed on the amount

allocated to each year prior to the year of disposition at the highest rate in

effect for that year, and interest would be charged at the rate applicable

to underpayments on the tax payable in respect of the amount so

allocated. The same rules would apply to “excess distributions”, defined

generally as any distributions in a single taxable year, other than the

taxable year in which the U.S. Shareholder's holding period in the shares or

ADSs begins, exceeding 125% of the average annual distribution made by

ING Groep N.V. in respect of the Ordinary Shares or ADSs over the shorter

of the three preceding taxable years or the portion of the holder’s holding

period that preceded the taxable year in which the holder receives the

distribution. Dividends received by a U.S. Shareholder will not be eligible for

the special tax rates applicable to qualified dividend income if ING Groep

N.V. were a PFIC (or were to be treated as a PFIC with respect to the

shareholder) either in the taxable year of the distribution or the preceding

taxable year, but instead will be taxable at rates applicable to ordinary

income. A U.S. Shareholder who owns Ordinary Shares or ADSs during any

year that ING Groep N.V. is a PFIC may be required to file Internal Revenue

Service Form 8621.

F. Dividends and paying agents

G. Statement by experts

H. Documents on display

ING Groep N.V. is subject to the informational requirements of the

Securities Exchange Act of 1934, as amended. In accordance with these

requirements, ING Groep N.V. files reports and other information with the

Securities and Exchange Commission (”SEC”). These materials, including

this Annual Report and its exhibits, may be inspected and copied on the

SEC’s website at www.sec.gov. You may also inspect ING Groep N.V.’s SEC

reports and other information on the website of ING Groep N.V.

(www.ing.com).

I. Subsidiary information

J. Annual Report to Security Holders