Obligation NIBC Banque N.V. 6% ( XS1691468026 ) en EUR

NIBC Banque N.V.

100 % ▼

Pays-Bas

XS1691468026 ( en EUR )

6% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation NIBC Bank N.V XS1691468026 en EUR 6%, échéance Perpétuelle

200 000 EUR

200 000 000 EUR

15/10/2026 ( Dans 107 jours )

NIBC Bank N.V. est une banque d'investissement indépendante opérant principalement aux Pays-Bas et en Europe, spécialisée dans le financement de projets, le conseil financier et la gestion d'actifs pour les entreprises, les institutions et les investisseurs institutionnels.

L'Obligation émise par NIBC Banque N.V. ( Pays-Bas ) , en EUR, avec le code ISIN XS1691468026, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

NIBC Bank N.V.
(incorporated with limited liability in The Netherlands with its statutory seat in The Hague, and registered in the Commercial Register of the Chamber of Commerce under number
27032036)
200,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities
Issue Price 100 per cent
200,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities (the Capital Securities) will be issued
by NIBC Bank N.V. (the Issuer). The issue price of the Capital Securities is 100 per cent of their Original Principal Amount (as defined in Condition 1
(Definitions) in "Terms and Conditions of the Capital Securities" below). The Capital Securities will constitute unsecured and deeply subordinated
obligations of the Issuer, ranking pari passu without any preference among themselves, as described in Condition 3 (Status of the Capital Securities) in
"Terms and Conditions of the Capital Securities" below.
The Capital Securities will bear interest on their Prevailing Principal Amount (as defined in Condition 1 (Definitions) in "Terms and Conditions of the
Capital Securities" below), payable (subject to cancellation as described below) semi-annually in arrear on 15 April and 15 October in each year (each an
Interest Payment Date), from (and including) 29 September 2017 (the Issue Date) to (but excluding) 15 October 2024 (the First Call Date) at the fixed
rate of 6.00 per cent per annum. The rate of interest will reset on the First Call Date and on each fifth anniversary thereafter (each a Reset Date). The
Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities (in whole or in part), and it will be required to cancel the
payment of interest, including Additional Amounts thereon, where applicable, on the Capital Securities to the extent that the Distributable Items are, or
the Maximum Distributable Amount then applicable to the Issuer or the Group (as the case may be) is, insufficient or at the order of the Competent
Authority. As a result, holders of Capital Securities (Holders) may not receive interest on any Interest Payment Date. Interest that is cancelled will not be
due on any subsequent date, and the non-payment will not constitute a default by the Issuer. See Condition 4 (Interest and interest cancellation) in
"Terms and Conditions of the Capital Securities" below.
The Prevailing Principal Amount of the Capital Securities will be written down if at any time (i) the Issuer CET1 Ratio and/or (ii) the Group
CET1 Ratio falls or remains below 5.125 per cent as determined by the Issuer, the Competent Authority or any agent appointed for such
purpose by the Competent Authority (all as defined in Condition 1 (Definitions) in "Terms and Conditions of the Capital Securities" below).
Holders may lose some or substantially all of their investment in the Capital Securities as a result of such a write -down. Following such
reduction, the Prevailing Principal Amount may, at the Issuer's discretion, be written-up to the Original Principal Amount if certain conditions
are met. See Condition 8 (Principal Write-down and Principal Write-up) in "Terms and Conditions of the Capital Securities" below. In addition, the
Capital Securities may become subject to the determination by the relevant Resolution Authority or the Issuer (following instructions from the
relevant Resolution Authority) that all or part of the principal amount of the Capital Securities, including accrued but unpaid interest in respect
thereof, must be written off or converted into CET1 instruments or otherwise be applied to absorb losses, all as prescribed by the Applicable
Resolution Framework (see Condition 9 (Statutory Loss Absorption) in "Terms and Conditions of the Capital Securities" below).
The Capital Securities have no fixed maturity and Holders do not have the right to call for their redemption. As a result, the Issuer is not required to make
any payment of the principal amount of the Capital Securities at any time prior to its winding-up or insolvency. The Issuer may, at its option, redeem all,
but not some only, of the Capital Securities on the First Call Date or each Interest Payment Date thereafter at their Prevailing Principal Amount plus
accrued and unpaid interest (see Condition 6 (Redemption and Purchase) in "Terms and Conditions of the Capital Securities" below). The Issuer may
also, at its option, redeem all, but not some only, of the Capital Securities at any time at their Prevailing Principal Amount plus accrued and unpaid
interest (if any) upon the occurrence of a Tax Event or a Capital Event (each as defined in Condition 1 (Definitions) in "Terms and Conditions of the
Capital Securities" below). Any optional redemption of Capital Securities by the Issuer will be subject to the general conditions to redemption as set out
in Condition 6.6 (Conditions for Redemption and Purchase) in "Terms and Conditions of the Capital Securities" below. If a Tax Event or a Capital Event
has occurred and is continuing, the Issuer may substitute all of the Capital Securities or vary the terms of all of the Capital Securities, without the consent
or approval of Holders provided that they become or remain compliant with applicable regulatory capital rules.
An investment in Capital Securities involves certain risks. Investors should ensure that they understand the nature of the Capital Securities and
the extent of their exposure to risks and they should review and consider these risks carefully before purchasing any Capital Securities. In
particular, investors should review and consider the risk factors relating to a Principal Write-down and interest cancellation and the impact this
may have on their investment. For a discussion of these risks see "Risk Factors" beginning on page 7.
Application has been made (i) to the financial sector and stock exchange regulator in the Grand Duchy of Luxembourg (Luxembourg), the Commission de
Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for
securities, as amended (the Luxembourg Prospectus Act 2005) to approve this document as a prospectus and (ii) to the Luxembourg Stock Exchange
(Bourse de Luxembourg) (LxSE) for the listing of the Capital Securities on the Official List of the LxSE and admission to trading on the LxSE's regulated
market (as defined in Directive 2004/39/EC on markets in financial instruments, as amended, the Markets in Financial Instruments Directive). This
Prospectus will be published on the website of the LxSE, www.bourse.lu. The CSSF gives no undertaking as to the economic and financial soundness of the
transaction and the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Prospectus Act 2005.
The Capital Securities will be in bearer form and in denominations of 200,000 and integral multiples of 1,000 in excess thereof up to (and including)
399,000. The Capital Securities will initially be represented by a temporary global capital security (the Temporary Global Capital Security), which will
be deposited with a common safekeeper for Clearstream Banking, S.A. (Clearstream, Luxembourg) and Euroclear Bank SA/NV (Euroclear) on the Issue
Date. The Temporary Global Capital Security will be exchangeable for interests in a permanent global capital security (the Permanent Global Capital
Security, together with the Temporary Global Capital Security, the Global Capital Securities) not earlier than 40 days after the Issue Date, upon
certification as to non-U.S. beneficial ownership. The Permanent Global Capital Security will be exchangeable for Capital Securities in definitive form (the
Definitive Capital Securities) in the limited circumstances set out therein, see "Form of the Capital Securities" below.
The Capital Securities are expected to be rated B+ by Standard & Poor's Rating Services, a division of The McGraw Hill Companies Inc. (Standard &
Poor's). Standard & Poor's is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation). A 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.
The Capital Securities have not been registered under the United States Securities Act of 1933, as amended (the Securities Act). Subject to certain
exceptions, the Capital Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act (Regulation S). See "Subscription and Sale" below).
The Capital Securities are not intended to be sold and should not be sold to retail clients in the European Economic Area (EEA), as defined in the
PI Rules (as defined below) other than in circumstances that do not and will not give rise to a contravention of those rules by any person.
Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail investors" on page 4 of this Prospectus for
further information.
The date of this Prospectus is 27 September 2017.
Joint Bookrunners
Citigroup
Deutsche Bank
Morgan Stanley
Joint Lead Managers
Citigroup
Deutsche Bank
Morgan Stanley
NIBC Bank
0122185-0000001 AMBA:6488841.12
- 1 -

The contents of this Prospectus are not intended to contain and should not be regarded as
containing advice relating to legal, taxation, investment or any other matters and
prospective investors are recommended to consult their own professional advisers for any
advice concerning the acquisition, holding or disposal of any Capital Securities.
Before making an investment decision with respect to any Capital Securities, prospective
investors should carefully consider all of the information set out in this Prospectus and
any accompanying documents, as well as their own personal circumstances. Prospective
investors should have regard to, among other matters, the considerations described under
the section headed "Risk Factors" in this Prospectus. Prospective investors should also
read the detailed information set out elsewhere in this Prospectus and reach their own
views prior to making any investment decision.
An investment in the Capital Securities is only suitable for investors who (either alone or
in conjunction with an appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case)
the information contained in this Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Prospectus is to be read in conjunction with all the documents which are incorporated
herein by reference (see "Documents Incorporated by Reference" below) and shall be read and
construed on the basis that such documents are incorporated in and form part of this Prospectus.
This Prospectus comprises a prospectus for the purposes of article 5(3) of Directive 2003/71/EC
(as amended, including by Directive 2010/73/EU) (the Prospectus Directive) and for the
purposes of the Luxembourg Prospectus Act 2005. This Prospectus does not constitute an offer
of, or an invitation by or on behalf of the Issuer or the Managers (as defined in "Subscription
and Sale" below) to subscribe or purchase, any of the Capital Securities. The distribution of this
Prospectus and the offering of the Capital Securities in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus or any Capital Securities come are required
by the Issuer and the Managers to inform themselves about and to observe any such restrictions.
Neither the Issuer nor any of the Managers represent that this Prospectus may be lawfully
distributed, or that any Capital Securities may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an
exemption available thereunder, or assume any responsibility for facilitating any such
distribution or offering. In particular, no action has been taken by the Issuer or any of the
Managers which is intended to permit a public offering of any Capital Securities or distribution
of this Prospectus in any jurisdiction where action for that purpose is required. Accordingly, no
Capital Securities may be offered or sold, directly or indirectly, and neither this Prospectus nor
any advertisement or other offering material may be distributed or published in any jurisdiction,
except under circumstances that will result in compliance with any applicable laws and
regulations.
For a description of further restrictions on offers and sales of Capital Securities and distribution
of this Prospectus, see "Subscription and Sale" below. In particular, the Capital Securities have
not been, and will not be, registered under the Securities Act and are subject to United States tax
law requirements. The Capital Securities are being offered outside the United States by the
Managers in accordance with Regulation S, and may not be offered, sold or delivered within the
0122185-0000001 AMBA:6488841.12
- 2 -

United States or to, or for the account or benefit of, U.S. persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act.
No person has been authorised to give any information or to make any representation not
contained in or not consistent with this Prospectus or any document incorporated by reference
herein, or any other information supplied in connection with the Capital Securities and, if given
or made, such information or representation must not be relied upon as having been authorised
by the Issuer or any Manager.
Neither this Prospectus nor any other information supplied in connection with the Capital
Securities (i) is intended to provide the basis of any credit or other valuation or (ii) should be
considered as a recommendation or a statement of opinion by the Issuer or any Manager that
any recipient of this Prospectus or any other information supplied in connection with the Capital
Securities should purchase any Capital Securities. Accordingly, no representation, warranty or
undertaking, express or implied, is made by any Manager in its capacity as such. Each investor
contemplating purchasing any Capital Securities should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer.
Neither the Managers nor any of their respective affiliates have authorised the whole or any part
of this Prospectus or have independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Managers or any of their respective affiliates as to
the accuracy or completeness of the information contained or incorporated in this Prospectus or
any other information provided by the Issuer in connection with the offering of the Capital
Securities. No Manager or any of their respective affiliates accepts any liability in relation to the
information contained or incorporated by reference in this Prospectus or any other information
provided by the Issuer in connection with the offering of the Capital Securities or their
distribution.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Capital Securities
shall in any circumstances imply that the information contained herein concerning the Issuer is
correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Capital Securities is correct as of any time subsequent to the date indicated
in the document containing the same.
References to euro, EUR and refer to the lawful currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the
European Community as amended by the Treaty on European Union.
Words and expressions defined in Condition 1 (Definitions) of the Terms and Conditions of the
Capital Securities shall have the same meanings ascribed to them in Condition 1 (Definitions)
when used in other parts of this Prospectus.
In connection with the issue of the Capital Securities, Morgan Stanley & Co. International plc
(the Stabilising Manager) (or any person acting on behalf of any Stabilising Manager) may
over-allot Capital Securities or effect transactions with a view to supporting the market price of
the Capital Securities at a level higher than that which might otherwise prevail. However
stabilisation may not occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Capital Securities is made and, if
begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the Capital Securities and 60 days after the date of the allotment of the Capital
Securities. Any stabilisation action or over-allotment must be conducted by the Stabilising
0122185-0000001 AMBA:6488841.12
- 3 -

Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.

Restrictions on marketing and sales to retail investors
The Capital Securities discussed in this Prospectus are complex financial instruments and are
not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with respect to the offer or
sale of securities such as the Capital Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the FCA) published the
Product Intervention (Contingent Convertible Instruments and Mutual Society Shares)
Instrument 2015 (as amended or replaced from time to time, the PI Instrument), which took
effect from 1 October 2015. Under the rules set out in the PI Instrument (as amended or
replaced from time to time, the PI Rules):
(a)
certain contingent write-down or convertible securities (including any beneficial
interests therein), such as the Capital Securities, must not be sold to retail clients in the
EEA; and
(b)
there must not be any communication or approval of an invitation or inducement to
participate in, acquire or underwrite such securities (or the beneficial interest in such
securities) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in each case, within the
meaning of the PI Rules), other than in accordance with the limited exemptions set out
in the PI Rules.
The Managers (and/or their respective affiliates) are required to comply with the PI Rules. By
purchasing, or making or accepting an offer to purchase, any Capital Securities (or a beneficial
interest in such Capital Securities) from the Issuer and/or the Managers, each prospective
investor will be deemed to represent, warrant, agree with, and undertake to the Issuer and each
of the Managers that:
(a)
it is not a retail client in any jurisdiction of the EEA (as defined in the PI Rules);
(b)
whether or not it is subject to the PI Rules, it will not:
(i)
sell or offer the Capital Securities (or any beneficial interest in such securities)
to retail clients in any jurisdiction of the EEA; or
(ii)
communicate (including the distribution of this Prospectus) or approve an
invitation or inducement to participate in, acquire or underwrite the Capital
Securities (or any beneficial interests therein) where that invitation or
inducement is addressed to or disseminated in such a way that it is likely to be
received by a retail client in any jurisdiction of the EEA (in each case within the
meaning of the PI Rules),
in any such case other than (i) in relation to any sale of or offer to sell Capital Securities
(or any beneficial interests therein) to a retail client in or resident in the United
Kingdom, in circumstances that do not and will not give rise to a contravention of the PI
Rules by any person and/or (ii) in relation to any sale of or offer to sell Capital
Securities (or any beneficial interests therein) to a retail client in any EEA member state
other than the United Kingdom, where (a) it has conducted an assessment and
concluded that the relevant retail client understands the risks of an investment in the
0122185-0000001 AMBA:6488841.12
- 4 -

Capital Securities (or any beneficial interests therein) and is able to bear the potential
losses involved in an investment in the Capital Securities (or any beneficial interests
therein) and (b) it has at all times acted in relation to such sale or offer in compliance
with the Markets in Financial Instruments Directive (2004/39/EC (MiFID) to the extent
it applies to it or, to the extent the MiFID does not apply to it, in a manner which would
be in compliance with the MiFID if it were to apply to it; and
(c)
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution
and/or sale of the Capital Securities (or any beneficial interests therein), including
(without limitation) any such laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Capital
Securities (or any beneficial interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or
making or accepting an offer to purchase, any Capital Securities (or any beneficial interest in
such securities) from the Issuer and/or the Managers, the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.

0122185-0000001 AMBA:6488841.12
- 5 -

CONTENTS

Page
Risk Factors ................................................................................................................................... 7
Overview ..................................................................................................................................... 52
Documents Incorporated by Reference ....................................................................................... 66
Terms and Conditions of the Capital Securities .......................................................................... 71
Form of the Capital Securities ................................................................................................... 102
Use of Proceeds ......................................................................................................................... 104
Description of the Issuer ........................................................................................................... 105
Additional Financial Information .............................................................................................. 111
Supervision and Regulation ...................................................................................................... 118
Taxation..................................................................................................................................... 122
Subscription and Sale ................................................................................................................ 126
General Information .................................................................................................................. 129

0122185-0000001 AMBA:6488841.12
- 6 -

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under
the Capital Securities. 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.
In addition, factors which the Issuer believes may be material for the purpose of assessing the
market risks associated with the Capital Securities are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Capital Securities, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with the Capital Securities may occur for other reasons which may
not be considered significant risks by the Issuer based on information currently available to it
or which it may not currently be able to anticipate. Prospective investors should also read the
detailed information set out elsewhere in this Prospectus and reach their own views prior to
making any investment decision.
Before making an investment decision with respect to the Capital Securities, prospective
investors should form their own opinions, consult their own stockbroker, bank manager, lawyer,
accountant or other financial, legal and tax advisers and carefully review the risks entailed by
an investment in the Capital Securities and consider such an investment decision in the light of
the prospective investor's personal circumstances.
Words and expressions defined in the sections headed "Terms and Conditions of the Capital
Securities" below shall have the same meaning in this section. References to "the Issuer" in this
section are used as a reference to NIBC Bank N.V. and its consolidated subsidiaries and
references to "the Group" in this section are used as a reference to NIBC Holding N.V. and its
consolidated subsidiaries.
Risks relating to the Issuer's business and industry
The Issuer's revenues and earnings are affected by the volatility and strength of the
economic, business and capital markets environments specific to the geographic regions in
which it conducts business. The ongoing turbulence and volatility of such factors have
affected, and may continue to (adversely) affect, the profitability and solvency of the Issuer
Factors such as interest rates, securities prices, credit spreads, liquidity spreads, exchange rates,
consumer spending, changes in client behaviour, business investment, real estate and private
equity valuations, government spending, inflation, the volatility and strength of the capital
markets, political events and trends, and terrorism all impact the business and economic
environment and, ultimately, its solvency, liquidity and the amount and profitability of business
the Issuer conducts in a specific geographic region. In an economic downturn characterised by
higher unemployment, lower family income, lower corporate earnings, higher corporate and
private debt defaults, lower business investments, and lower consumer spending, the demand for
banking products is usually adversely affected and the Issuer's reserves and provisions typically
would increase, resulting in overall lower earnings. Securities prices, real estate values and
private equity valuations may also be adversely impacted, and any such losses would be realised
through profit and loss and shareholders' equity. The Issuer also offers a number of financial
products that expose it to risks associated with fluctuations in interest rates, securities prices,
corporate and private default rates, the value of real estate assets, exchange rates and credit
spreads. See also "Interest rate volatility and other interest rate changes may adversely affect
0122185-0000001 AMBA:6488841.12
- 7 -

the Issuer's profitability", "Continued turbulence and volatility in the financial markets and
economy generally have affected the Issuer, and may continue to do so", and "Market
conditions observed over the past few years may increase the risk of loans being impaired. The
Issuer is exposed to declining values on the collateral supporting residential and commercial
real estate, as well as shipping and infrastructure lending" below.
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 inadequacies which could ultimately be realised through profit and loss and
shareholders' equity;

the write down of tax assets impacting net results;

impairment expenses related to goodwill and other intangible assets, impacting net
results; and/or

movements in risk weighted assets for the determination of required capital.
Shareholders' equity and the Issuer's net result may be significantly impacted by ongoing
turbulence and volatility in the worldwide financial markets and economy generally. Negative
developments in financial markets and/or economies may have a material adverse impact on
shareholders' equity and net results in future periods, including as a result of the potential
consequences listed above. See "Continued turbulence and volatility in the financial markets
and economy generally have affected the Issuer, and may continue to do so" below.
Adverse capital and credit market conditions may impact the Issuer's ability to access
liquidity and capital, as well as the cost of credit and capital
The capital and credit markets have been experiencing ongoing volatility and disruption.
Adverse capital market conditions may affect the availability and cost of borrowed funds,
thereby impacting the Issuer's ability to support or grow its businesses.
The Issuer needs liquidity in its day-to-day business activities to pay its operating expenses,
interest on its debt, dividends on its capital stock, to maintain its repo activities and to replace
certain maturing liabilities. Without sufficient liquidity, the Issuer may be forced to curtail its
operations and its business may suffer. The principal sources of its funding are client deposits,
including from retail clients, and medium- and long-term debt securities. Other sources of
funding may also include a variety of short- and long-term instruments, including repurchase
agreements, commercial paper, medium- and long-term debt, subordinated debt securities,
securitised debt, capital securities and shareholders' equity.
In the event current resources do not satisfy its needs or need to be refinanced, the Issuer may
need to seek additional financing. The availability of additional financing will depend on a
variety of factors such as market conditions, the general availability of credit, the volume of
trading activities, the volume of maturing debt that needs to be refinanced, the overall
availability of credit to the financial services industry, the Issuer's credit ratings and credit
capacity, as well as the possibility that customers or lenders could develop a negative perception
of its long- or short-term financial prospects. Similarly, the Issuer's access to funds may be
limited if regulatory authorities or rating agencies take negative actions against it. If the Issuer's
internal sources of liquidity prove to be insufficient, there is a risk that external funding sources
might not be available, or available at unfavourable terms.
Disruptions, uncertainty or volatility in the capital and credit markets, such as that experienced
over the past few years, including in relation to the ongoing European sovereign debt crisis, may
0122185-0000001 AMBA:6488841.12
- 8 -

also limit the Issuer's access to capital required to operate its business. Such market conditions
may in the future limit the Issuer's ability to raise additional capital to support business growth,
or to counter-balance the consequences of losses or increased regulatory capital requirements.
This could force the Issuer to (1) delay raising capital, (2) reduce, cancel or postpone interest
payments on its capital securities, (3) issue capital of different types or under different terms
than the Issuer would otherwise offer, or (4) incur a higher cost of capital than it would in a
more stable market environment. This would have the potential to decrease both the Issuer's
profitability and its financial flexibility. The Issuer's results of operations, financial condition,
cash flows and regulatory capital position could be materially adversely affected by disruptions
in the financial markets.
The Issuer is subject to the jurisdiction of a variety of banking regulatory bodies, some of which
have proposed regulatory changes that, if implemented, would hinder its ability to manage its
liquidity in a centralised manner. Furthermore, regulatory liquidity requirements in certain
jurisdictions in which the Issuer operates are generally becoming more stringent, including
those forming part of the "Basel III" requirements, discussed further below under "The Issuer
operates in highly regulated industries. There could be an adverse change or increase in the
financial services laws and/or regulations governing its business", undermining the Issuer's
efforts to maintain centralised management of its liquidity. These developments may cause
trapped pools of liquidity, resulting in inefficiencies in the cost of managing the Issuer's
liquidity.
The default of a major market participant could disrupt the markets
Within the financial services industry the severe distress or default of any one institution
(including sovereigns) could lead to defaults or severe distress by other institutions. Such
distress or defaults could disrupt securities markets or clearance and settlement systems in the
Issuer's markets. This could cause market declines or volatility. Because the commercial and
financial soundness of many financial institutions may be closely related as a result of their
credit, trading, clearing or other relationships, a failure by one such institution could lead to a
chain of defaults that could adversely affect the Issuer and its contract counterparties. Concerns
about the creditworthiness of a sovereign or financial institution (or a default by any such entity)
could lead to significant liquidity and/or solvency problems, losses or defaults by other
institutions. Even the perceived lack of creditworthiness of, or questions about, a sovereign or a
counterparty may lead to market-wide liquidity problems and losses or defaults by the Issuer or
by other institutions. This risk is sometimes referred to as systemic risk and may adversely
affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities
firms and exchanges with whom the Issuer interacts on a daily basis and financial instruments of
sovereigns in which the Issuer invests. Systemic risk could have a material adverse effect on the
Issuer's ability to raise new funding and on its business, financial condition, results of
operations, liquidity and/or prospects. In addition, such a failure could impact future product
sales as a potential result of reduced confidence in the financial services industry.
The Issuer believes that despite increased attention recently, systemic risk to the markets in
which it operates continue to exist, and dislocations caused by the interdependency of financial
market participants continues to be a potential source of material adverse changes to the Issuer's
business, financial condition, results of operations, liquidity and/or prospects.

0122185-0000001 AMBA:6488841.12
- 9 -

Because the Issuer's businesses are subject to losses from unforeseeable and/or catastrophic
events, which are inherently unpredictable, the Issuer may experience an abrupt interruption
of activities, which could have an adverse effect on its financial condition
Because unforeseeable and/or catastrophic events can lead to an abrupt interruption of activities,
the Issuer's business operations may be subject to losses resulting from such disruptions (as
discussed further below under "Operational risks are inherent in the Issuer's business"). Losses
can relate to property, financial assets, trading positions, insurance and pension benefits to
employees and also to key personnel. If the Issuer's business continuity plans are not able to be
put into action or do not take such events into account, the Issuer's financial condition could be
adversely affected.
The Issuer operates in highly regulated industries. There could be an adverse change or
increase in the financial services laws and/or regulations governing its business
The Issuer is subject to detailed banking, asset management and other financial services laws
and government regulation in each of the jurisdictions in which the Issuer conducts business.
Regulatory agencies have broad administrative power over many aspects of the financial
services business, which may include liquidity, capital adequacy and permitted investments,
ethical issues, anti-money laundering, anti-terrorism measures, privacy, record keeping, product
and sale suitability, and marketing and sales practices, and the Issuer's own internal governance
practices. Banking, and other financial services laws, regulations and policies currently
governing the Issuer may also change at any time and in ways which have an adverse effect on
its business, and it is difficult to predict the timing or form of any future regulatory or
enforcement initiatives in respect thereof. Also, bank regulators and other supervisory
authorities continue to scrutinise the financial services industry and its activities under
regulations governing such matters as money-laundering, prohibited transactions with countries
subject to sanctions, and bribery or other anti-corruption measures. Regulation is becoming
increasingly more extensive and complex and regulators are focusing increased scrutiny on the
industries in which the Issuer operates, often requiring additional resources from the Issuer.
These regulations can serve to limit the Issuer's activities, including through its net capital,
customer protection and market conduct requirements, and restrictions on businesses in which
the Issuer can operate or invest. If the Issuer fails to address, or appears to fail to address,
appropriately any of these matters, its reputation could be harmed and it could be subject to
additional legal risk, which could, in turn, increase the size and number of claims and damages
asserted against the Issuer or subject it to enforcement actions, fines and penalties.
In light of current conditions in the global financial markets and the global economy, regulators
have increased their focus on the regulation of the financial services industry. Most of the
principal markets where the Issuer conducts its business have adopted, or are currently
considering, major legislative and/or regulatory initiatives in response to the financial crisis.
Governmental and regulatory authorities in the EU, The Netherlands and elsewhere are
implementing measures to increase regulatory control in their respective financial markets and
financial services sectors, including in the areas of prudential rules, capital requirements,
executive compensation, crisis and contingency management, bank and financial transaction
taxes and financial reporting, among others. Additionally, governmental and regulatory
authorities in The Netherlands as well as in a multitude of jurisdictions continue to consider new
mechanisms to limit the occurrence and/or severity of future economic crises (including
proposals to restrict the size of financial institutions operating in their jurisdictions and/or the
scope of operations of such institutions).
IFRS 9 on financial instruments, which will replace IAS 39, will result in significant changes to
the Issuer's consolidated financial statements. The contemplated accounting change becomes
effective for annual periods beginning on or after 1 January 2018. As a result of IFRS 9, the
0122185-0000001 AMBA:6488841.12
- 10 -