Obligation Achmea 2.5% ( XS0995111761 ) en EUR

Société émettrice Achmea
Prix sur le marché 100.07 %  ⇌ 
Pays  Pays-bas
Code ISIN  XS0995111761 ( en EUR )
Coupon 2.5% par an ( paiement annuel )
Echéance 18/11/2020 - Obligation échue

Prospectus brochure de l'obligation Achmea XS0995111761 en EUR 2.5%, échue

Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Description détaillée L'Obligation émise par Achmea ( Pays-bas ) , en EUR, avec le code ISIN XS0995111761, paye un coupon de 2.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/11/2020

Achmea B.V.
(incorporated with limited liability in the Netherlands with its statutory seat in Zeist)
Programme for the Issuance of Debt Instruments
Under the Programme described in this Base Prospectus (the "Programme"), Achmea B.V. (previously named
Eureko B.V.) (the "Issuer"), subject to compliance with all relevant laws, regulations and directives, may from
time to time issue Notes (the "Notes") and Capital Securities (the "Capital Securities" and, together with the
Notes, the "Instruments"). The Notes may be issued as subordinated notes (the "Subordinated Notes") or senior
notes (the "Senior Notes"). The aggregate nominal amount of Instruments outstanding will not at any time
exceed 5,000,000,000 (or the equivalent in other currencies).
Application has been made to the Irish Stock Exchange for the Instruments issued under the Programme to be
admitted to the Official List and trading on its regulated market. References in this Base Prospectus to
Instruments being "listed" (and all related references) shall mean that such Instruments have been listed and
admitted to trading on the regulated market of the Irish Stock Exchange. The regulated market of the Irish Stock
Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC.
However, unlisted Instruments may be issued as well pursuant to the Programme. The relevant Final Terms in
respect of the issue of any Instruments will specify whether or not such Instruments will be listed and admitted
to trading on the regulated market of the Irish Stock Exchange (or any other stock exchange). This Base
Prospectus has been approved by the Central Bank of Ireland, as competent authority under Directive
2003/71/EC, as amended and implemented (the "Prospectus Directive"). The Central Bank of Ireland only
approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the
Prospectus Directive. Such approval relates only to the Instruments which are to be admitted to trading on the
regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive
2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area.
Notes may be issued in bearer form and in registered form. Capital Securities may be issued in bearer form only.
Each Series (as defined in "Overview of the Programme ­ Method of Issue") of Instruments in bearer form will
be represented on issue by a temporary global Instrument in bearer form (each a "temporary Global Instrument")
or a permanent global instrument in bearer form (each a "permanent Global Instrument"). If the Global
Instruments are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global
Instruments will be delivered on or prior to the original issue date of the relevant Tranche to a common
safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking,
société anonyme ("Clearstream, Luxembourg"). Notes in registered form will be represented by registered
certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of
Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global
certificates ("Global Certificates"). If a Global Certificate is held under the New Safekeeping Structure (the
"NSS") the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a
Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Global Instruments which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global
Certificates which are not held under the NSS will be deposited on the issue date of the relevant Tranche with a
common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary") or (ii)
Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Nederland").
The provisions governing the exchange of interests in Global Instruments for other Global Instruments and
definitive Instruments are described in "Summary of Provisions Relating to the Instruments while in Global

Tranches of Instruments (as defined in "Overview of the Programme ­ Method of Issue") to be issued under the
Programme will be rated or unrated. Where a Tranche of Instruments is to be rated, such rating will not
necessarily be the same as the ratings assigned to the Instruments already issued. Whether or not a rating in
relation to any Trance of Instruments will be treated as having been issued by a credit rating agency established
in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA
Regulation") will be disclosed in the relevant Final Terms.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Base Prospectus.
This Base Prospectus is dated 20 March 2013 and supersedes the prospectus dated 29 May 2009.
The Royal Bank of Scotland
Arranger for the Programme
The Royal Bank of Scotland

This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive
and for the purpose of giving information with regard to the Issuer, the Issuer and its subsidiaries and
affiliates taken as a whole (the "Group") and the Instruments which, according to the particular nature of the
Issuer and the Instruments, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information
contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect
the import of such information.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Instruments in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Instruments. Accordingly any person making or intending to make an offer in that
Relevant Member State of Instruments which are the subject of an offering contemplated in this Base
Prospectus as completed by final terms in relation to the offer of those Instruments may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State and (in either case)
published, all in accordance with the Prospectus Directive, provided that any such prospectus has
subsequently been completed by final terms which specify that offers may be made other than pursuant to
Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised,
nor do they authorise, the making of any offer of Instruments in circumstances in which an obligation arises
for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Instruments and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Dealers or the Arranger (as defined in "Overview of the Programme"). Neither the
delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the
date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer since the
date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
In the case of any Instruments which are to be admitted to trading on a regulated market within the
European Economic Area or offered to the public in a member State of the European Economic Area in
circumstances which require the publication of a prospectus under the Prospectus Directive, the

minimum specified denomination shall be 100,000 (or its equivalent in any other currency as at the
date of issue of the Instruments).
The distribution of this Base Prospectus and the offering or sale of the Instruments in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are
required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any
such restriction. The Instruments have not been and will not be registered under the United States
Securities Act of 1933 (the "Securities Act") and include Instruments in bearer form that are subject to
U.S. tax law requirements. Subject to certain exceptions, Instruments may not be offered, sold or
delivered within the United States or to U.S. persons. For a description of certain restrictions on offers
and sales of Instruments and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Instrument.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Base Prospectus or for any other statement, made or purported to be made by the
Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the
Instruments. The Arranger and each Dealer accordingly disclaims all and any liability whether arising
in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of
this Base Prospectus or any such statement. Neither this Base Prospectus nor any other financial
statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of
this Base Prospectus or any other financial statements should purchase the Instruments. Each potential
purchaser of Instruments should determine for itself the relevance of the information contained in this
Base Prospectus and its purchase of Instruments should be based upon such investigation as it deems
necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of
the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Instruments of any information coming to the attention of any of
the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "Overview of the Programme ­ Method of
Issue"), the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising
Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms
may over-allot Instruments or effect transactions with a view to supporting the market price of the
Instrument at a level higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and
60 days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager(s) (or any person acting on behalf of
any Stabilising Manager(s)) in accordance with all applicable laws and rules.
All references in this Base Prospectus to "euro", "EUR" and "" refer to the lawful currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to
the Treaty establishing the European Community as amended by the Treaty on European Union, those
to "U.S. dollars", "dollar", "U.S.$", "$" and "USD" refer to the lawful currency of the United States of
America and those to "Sterling, "£" and "GBP" are to the lawful currency of the United Kingdom.

Switzerland: The Instruments being offered pursuant to this Base Prospectus do not represent units in
collective investment schemes within the meaning of the Swiss Collective Investment Schemes Act of 23
June 2006 (the "CISA"). Accordingly, they have not been registered with the Swiss Financial Market
Supervisory Authority Authority (the "FINMA") as foreign collective investment schemes, and, are not
subject to the supervision of the FINMA. Investors cannot invoke the protection conferred under the
The language of this Base Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.

This Base Prospectus should be read and construed in conjunction with the audited consolidated annual
financial statements of the Issuer for the financial years ended 31 December 2010, 31 December 2011 and 31
December 2012 together in each case with the auditor's report thereon, which have been previously published
or are published simultaneously with this Base Prospectus and which have been filed with the Irish Stock
Exchange. Such documents shall be incorporated in and form part of this Base Prospectus, save that any
statement contained in a document which is incorporated by reference herein shall be modified or superseded
for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes
such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus may be obtained without charge from
the registered office of the Issuer and www.achmea.com and through the following hyperlinks:
If at any time the Issuer shall be required to prepare a supplementary prospectus pursuant to the Prospectus
Directive and implementing legislation, the Issuer will prepare and make available an appropriate amendment
or supplement to this Base Prospectus or a further prospectus which, in respect of any subsequent issue of
Instruments to be listed and admitted to trading on the regulated market of the Irish Stock Exchange, shall
constitute a supplementary prospectus as required by the Prospectus Directive and implementing legislation.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme
there is a significant new factor, material mistake or inaccuracy relating to information contained in this Base
Prospectus which is capable of affecting the assessment of any Instruments and whose inclusion in or removal
from this Base Prospectus is necessary for the purpose of allowing an investor to make an informed
assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, and
the rights attaching to the Instruments, the Issuer shall prepare an amendment or supplement to this Base
Prospectus or publish a replacement prospectus for use in connection with any subsequent offering of the
Instruments and shall supply to each Dealer such number of copies of such supplement hereto as such Dealer
may reasonably request.

RISK FACTORS ................................................................................................................................................ 7
OVERVIEW OF THE PROGRAMME............................................................................................................ 25
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 31
FORM OF FINAL TERMS OF THE NOTES ................................................................................................. 60
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES .................................................................. 69
FORM OF FINAL TERMS OF THE CAPITAL SECURITIES ...................................................................... 97
USE OF PROCEEDS......................................................................................................................................112
BUSINESS DESCRIPTION OF THE ISSUER..............................................................................................113
SUBSCRIPTION AND SALE ....................................................................................................................... 136
GENERAL INFORMATION......................................................................................................................... 141

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Instruments issued under the Programme. All of these factors are contingencies which may or may not occur
and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Instruments issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Instruments issued under the Programme, but the inability of the Issuer to pay
interest, principal or other amounts on or in connection with any Instruments may occur for
other reasons and the Issuer does not represent that the statements below regarding the risks of
holding any Instruments are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Base Prospectus (including any documents incorporated by
reference herein) and reach their own views prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under Instruments issued
under the Programme
Because the Issuer is an integrated financial services company conducting business on a worldwide basis, the
revenues and earnings of the Issuer are affected by the volatility and strength of the economic, business and
capital markets environments specific to the geographic regions in which the Issuer conducts business and
changes in such factors may adversely affect the profitability of its insurance, banking and asset management
Factors such as interest rates, exchange rates, consumer spending, business investment, government spending,
the volatility and strength of the capital markets, and terrorism all impact the business and economic
environment and, ultimately, the amount and profitability of business the Issuer conducts in a specific
geographic region. For example, in an economic downturn characterized by higher unemployment, lower
family income, lower corporate earnings, lower business investment and consumer spending, the demand for
banking and insurance products would be adversely affected and the Issuer's reserves and provisions would
likely increase, resulting in lower earnings. Similarly, a downturn in the equity markets could cause a
reduction in commission income the Issuer earns from managing portfolios for third parties, as well as income
generated from its own proprietary portfolios, each of which is generally tied to the performance and value of
such portfolios. The Issuer also offers a number of insurance and financial products that expose the Issuer to
risks associated with fluctuations in interest rates, securities prices or the value of real estate assets. In
addition, a mismatch of interest-earning assets and interest-bearing liabilities in any given period may, in the
event of changes in interest rates, have a material effect on the financial condition or result from operations of
the businesses of the Issuer.
Because life, non-life, health insurance and reinsurance businesses of the Issuer are subject to losses from
unforeseeable and/or catastrophic events, which are inherently unpredictable, the actual claims amount of the
Issuer may exceed the established reserves or the Issuer may experience an abrupt interruption of activities,
each of which could result in lower net profits and have an adverse effect on its results of operations.

In its life, non-life and health insurance and reinsurance businesses, the Issuer is subject to losses from natural
and man-made catastrophic events. Such events include, without limitation, weather and other natural
catastrophes such as wind and hailstorms, floods, earthquakes and pandemic events, as well as events such as
terrorist attacks. The frequency and severity of such events, and the losses associated with them, are
inherently unpredictable and can not always be adequately reserved for. In accordance with industry practices,
reserves are established based on estimates using actuarial projection techniques. The process of estimating is
based on information available at the time the reserves are originally established. Although the Issuer
continually reviews the adequacy of the established claim reserves, and based on current information, the
Issuer believes its claim reserves are sufficient, there can be no assurances that its actual claims experience
will not exceed its estimated claim reserves. If actual claim amounts exceed the estimated claim reserves, its
earnings may be reduced and its net profits may be adversely affected. In addition, because unforeseeable
and/or catastrophic events can lead to abrupt interruption of activities, its insurance and other operations may
be subject to losses resulting from such disruptions. Losses can relate to property, financial assets, trading
positions and also to key personnel. If its business continuity plans are not able to be put into action or do not
take such events into account, losses may further increase.
Because the Issuer operates in a highly regulated industry, changes in statutes, regulations and regulatory
policies that govern activities in its various business lines could have an effect on its operations and its net
The insurance and other operations of the Issuer are subject to insurance and financial services statutes,
regulations and regulatory policies that govern what products the Issuer sells and how the Issuer manages its
business. Changes in existing statutes, regulations and regulatory policies, as well as changes in the
implementation of such statutes, regulations and regulatory policies may affect the way the Issuer does
business, its ability to sell new policies, products or services and its claims exposure on existing policies. In
addition, changes in tax laws may affect its tax position and/or the attractiveness of certain of its products,
some of which currently have favourable tax treatment.
The Issuer is subject to supervisory or regulatory laws and regulations on the basis whereof it will be required
to maintain minimum required levels of a solvency margin and/or a capital adequacy ratio. Changes in such
supervisory or regulatory laws and regulations may have a material effect on the business, financial condition
and operations of the Issuer and on payments by the Issuer under the Instruments, including deferral thereof.
The EU Commission is carrying out a wide-ranging review in relation to solvency margins and provisions
(the project being known as Solvency II). It is intended that the new regime for insurers and reinsurers (apart
from very small firms) will apply more risk-sensitive standards to capital requirements, bring insurance
regulation more closely in line with banking and security regulation with a view to avoiding regulatory
arbitrage, align regulatory capital with economic capital and bring about an enhanced degree of public
disclosure on a yearly basis. The European Parliament and Council of the European Union approved the
directive containing the framework principles of Solvency II on 22 April and 5 May 2009, respectively. The
deadline for implementation in more detailed EU legislation is currently 1 January 2013.
It is still uncertain when the Solvency II rules will be finalised and come into effect in The Netherlands as
well as how the final form of those rules might look. The Issuer therefore cannot predict the exact impact that
the rules will have on the Issuer, its business, capital requirements, financial condition, key risk management
resources or results of operations. Certain insurance subsidiaries of the Issuer are opting for an internal model
to determine its regulatory capital under Solvency II. Given the uncertainty of future implementation of
Solvency II, there can be no assurance that the Issuer will not need to strengthen its solvency if and when
Solvency II enters into force.

Because the banking business of the issuer are subject to significant adverse regulatory developments
including changes in regulatory capital and liquidity requirements, the results of the Issuer can be materially
The Issuer through its banking subsidiaries conducts its businesses subject to ongoing regulatory and
associated risks, including the effects of changes in law, regulations, and policies in The Netherlands. The
timing and form of future changes in regulation are unpredictable and beyond the control of the Issuer, and
changes made could materially adversely affect the Issuer's banking business. The banking subsidiaries of the
Issuer are required to hold a license for its operations and are subject to regulation and supervision by
authorities in The Netherlands (such as the De Nederlandsche Bank N.V.), the Dutch Authority for Financial
Markets (Stichting Autoriteit Financiële Markten) and in all other jurisdictions in which it operates. Extensive
regulations are already in place and new regulations and guidelines are introduced relatively frequently.
Regulators and supervisory authorities seem to be taking an increasingly strict approach to regulation and the
enforcement thereof that may not be to the Issuer's benefit. A breach of any regulations by the banking
subsidiaries of the Issuer could lead to intervention by supervisory authorities and the banking subsidiaries of
the Issuer could come under investigation and surveillance, and be involved in judicial or administrative
proceedings. The Issuer through its banking subsidiaries may also become subject to new regulations and
guidelines that may require additional investments in systems and people and compliance with which may
place additional burdens or restrictions on the Issuer. For example, effective management of the banking
subsidiaries of the Issuer's capital is critical to its ability to operate its businesses, to grow organically and to
pursue its strategy of returning to standalone strength. The banking subsidiaries of the Issuer is required by
regulators in The Netherlands and in other jurisdictions in which it undertakes regulated activities, to maintain
adequate capital resources. The maintenance of adequate capital is also necessary for the banking subsidiaries
of the Issuer's financial flexibility in the face of continuing turbulence and uncertainty in the global economy.
The Basel Committee on Banking Supervision of the Bank for International Settlements (the "Basel
Committee") has developed and is currently developing extended and new international capital adequacy
guidelines for banks, commonly known as Basel II and Basel III. Some of these guidelines have been
endorsed by central bank governors and the heads of bank supervisory authorities, and others are currently the
subject of formal consultation papers and on-going international debate. The Capital Requirements Directive
("CRD") represents the translation into EU legislation of elements of the guidelines formulated by the Basel
Committee and other working groups, and is the subject of on-going change as amending directives are
adopted by the European Parliament and Council and as proposed changes are circulated for consideration
(although such proposals may not yet be law, they can have an impact on which instruments will qualify for
regulatory purposes because of references in consultative documents to so-called grandfathering (being an
exemption, for the purposes of the relevant regulatory capital requirement, from changes in law for certain
time periods)). The CRD came into force on 1 January 2007 and was introduced as a supervisory framework
in the European Union, designed to ensure the financial soundness of credit institutions. The Directive reflects
the so-called Basel II rules on capital measurement and capital standards. Due to changes in the market, the
European Commission revised the Capital Requirements Directives (CRD II) in several respects. These
changes came into effect with the introduction of CRD II on 1 January 2011 and it is expected that further
revisions in respect of so-called CRD III and CRD IV will be introduced to the regulatory framework later.
The CRD has been implemented in The Netherlands in stages, the latest such proposed stage being commonly
referred to as CRD II, which came into effect in The Netherlands on 1 January 2011. The CRD and proposed
amendments to it require banks to adopt an approach towards their capital requirements measured against
their assessments of the businesses' risk levels. Should the Issuer not be able to implement an approach
towards its capital requirements that it considers optimal, or which later turns out to be detrimental to it, it
may be required to maintain levels of capital which could potentially have an impact on its credit ratings,
funding conditions and which could limit the banking subsidiaries of the Issuer's growth opportunities. It is
not possible to predict the outcome of the on-going amendments to the CRD and how any new amendments

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