Obligation Achmea 1.5% ( XS2175967343 ) en EUR

Achmea

94.37 % ▼

Pays-bas

XS2175967343 ( en EUR )

1.5% par an ( paiement annuel )

26/05/2027

Prospectus brochure de l'obligation Achmea XS2175967343 en EUR 1.5%, échéance 26/05/2027

100 000 EUR

750 000 000 EUR

26/05/2024 ( Dans 8 jours )

L'Obligation émise par Achmea ( Pays-bas ) , en EUR, avec le code ISIN XS2175967343, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/05/2027

Achmea B.V.
(incorporated with limited liability in the Netherlands with its statutory seat in Zeist)
5,000,000,000
Debt Issuance Programme
Under the Programme described in this Base Prospectus (the "Programme"), Achmea B.V. (the "Issuer"),
subject to compliance with all relevant laws, regulations and directives, may from time to time issue notes
(the "Notes"). The Notes may be issued as subordinated notes (the "Subordinated Notes") or senior notes
(the "Senior Notes"). The aggregate nominal amount of Notes 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 plc trading as Euronext Dublin ("Euronext Dublin")
for the Notes issued under the Programme to be admitted to the official list of Euronext Dublin (the "Official
List") and trading on its regulated market. References in this Base Prospectus to Notes being "listed" (and
all related references) shall mean that such Notes have been listed on the Official List of Euronext Dublin
and admitted to trading on its regulated market (or any other stock exchange). The regulated market of
Euronext Dublin is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament
and the Council on markets in financial instruments, as amended from time to time ("MiFID II"). However,
unlisted Notes may be issued as well pursuant to the Programme. The relevant Final Terms in respect of the
issue of any Notes will specify whether or not such Notes will be listed and admitted to trading on the
regulated market of Euronext Dublin (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 or
superseded to the extent that such amendments have been implemented in the relevant Member State of the
European Economic Area (the "EEA") (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 Notes which are to be admitted to trading on the
regulated market of Euronext Dublin or other regulated markets for the purposes of MiFID II or which are to
be offered to the public in any Member State of the EEA.
Notes may be issued in bearer form and in registered form. Each Series (as defined in "Overview of the
Programme - Method of Issue") of Notes in bearer form will be represented on issue by a temporary global
note in bearer form (each a "Temporary Global Note") or a permanent global note in bearer form (each a
"Permanent Global Note"). If the Temporary Global Notes and the Permanent Global Notes (the "Global
Notes") are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global
Notes 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 SA/NV ("Euroclear") and Clearstream Banking, SA
("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 Notes 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").
The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive
Notes are described in "Summary of Provisions Relating to the Notes while in Global Form".
1
L_LIVE_EMEA2:18090237v19

Tranches of Notes (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 Notes is to be rated, such rating will not necessarily
be the same as the ratings assigned to the Notes already issued. Whether or not a rating in relation to any
Tranche of Notes 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 of 16 September 2009 on credit rating agencies
(the "CRA Regulation") as amended 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 15 July 2019 and supersedes the prospectus dated 14 July 2017.
Dealers
NatWest Markets
Arranger for the Programme
NatWest Markets
2
L_LIVE_EMEA2:18090237v19

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 Notes which, according to the particular nature of the
Issuer and the Notes, 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 Notes in any Member State of the EEA 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
Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of Notes
which are the subject of an offering contemplated in this Base Prospectus as completed by final terms in
relation to the offer of those Notes 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 Notes 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 Notes 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 Notes which are to be admitted to trading on a regulated market within the EEA or
offered to the public in a member State of the EEA 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 Notes).
IMPORTANT PROHIBITION OF SALES TO EEA RETAIL INVESTORS - If the Final Terms in
respect of any Notes includes a legend entitled `Prohibition of Sales to EEA Retail Investors', the Notes
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means
3
L_LIVE_EMEA2:18090237v19

a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II;
(ii) a customer within the meaning of Directive 2016/97/EU, as amended or superseded ("Insurance
Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Directive. Consequently no key information document required by Regulation (EU) No 1286/2014, as
amended (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Notes will include a legend entitled `MiFID II Product Governance' which will outline the target
market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment in respect of the Notes (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the MIFID Product Governance Rules.
BENCHMARK REGULATION
Interest and/or other amounts payable under the Notes may be calculated by reference to the Euro
Interbank Offer Rate ("EURIBOR") which is provided by the European Money Markets Institute
("EMMI"), the London Interbank Offer Rate ("LIBOR") which is provided by ICE Benchmark
Administrator ("ICE") or any other benchmark, in each case as specified in the applicable Final
Terms. As at the date of this Base Prospectus, EMMI and ICE are included in the register of
administrators and benchmarks established and maintained by ESMA pursuant to Article 36 Register
of administrators and benchmarks of the Benchmark Regulation (Regulation (EU) 2016/1011 (the
"Benchmark Regulation").
If any such reference rate (other than LIBOR or EURIBOR), does constitute such a benchmark under
the Benchmark Regulation, the relevant Final Terms will indicate whether or not the benchmark is
provided by an administrator included in the register of administrators and benchmarks established
and maintained by ESMA pursuant to Article 36 (Register of administrators and benchmarks) of the
Benchmark Regulation. Not every reference rate will fall within the scope of the Benchmark
Regulation. Furthermore, transitional provisions in the Benchmark Regulation may have the result
that an administrator and/or a benchmark is not required to appear in the register of administrators
and benchmarks at the date of the relevant Final Terms. The registration status of any administrator
or benchmark under the Benchmark Regulation is a matter of public record and, save where required
by applicable law, the Issuer does not intend to update any Final Terms to reflect any change in the
registration status of the administrator.
The distribution of this Base Prospectus and the offering or sale of the Notes 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 Notes have not been and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act") and include Notes in bearer form that are subject to U.S.
tax law requirements. Subject to certain exceptions, Notes 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 Notes
and on distribution of this Base Prospectus, see "Subscription and Sale".
4
L_LIVE_EMEA2:18090237v19

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 Note.
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
Notes. 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 Notes. Each potential purchaser of
Notes should determine for itself the relevance of the information contained in this Base Prospectus
and its purchase of Notes 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 Notes 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 stabilisation manager(s) (the "Stabilisation
Manager(s)") (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes at a level higher than that which might otherwise prevail. However, stabilisation may not
necessarily occur. 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 cease 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 Stabilisation Manager(s) (or any person acting on behalf
of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
The Bank of New York Mellon SA/NV, Dublin Branch is acting solely in its capacity as listing agent
for the Issuer (and not on its own behalf) in connection with the application for admission of the Notes
to the Official List of Euronext Dublin and trading on its regulated market (the Main Securities
Market).
ABN AMRO Bank N.V. has been engaged by the Issuer as Fiscal Agent, Principal Paying Agent,
Registrar, Transfer Agent and Calculation Agent for the Notes, upon the terms and subject to the
conditions set out in the Agency Agreement (as defined below), for the purpose of paying sums due on
the Notes and of performing all other obligations and duties imposed on it by the Conditions and the
Agency Agreement. ABN AMRO Bank N.V. in such capacity is acting for the Issuer only and will not
regard any other person as its client in relation to the offering of the Notes. Neither ABN AMRO Bank
N.V. nor any of its directors, officers, agents or employees makes any representation or warranty,
express or implied, or accepts any responsibility, as to the accuracy, completeness or fairness of the
information or opinions described or incorporated by reference in this Base Prospectus, in any investor
report or for any other statements made or purported to be made either by itself or on its behalf in
connection with the Issuer or the offering of the Notes. Accordingly, ABN AMRO Bank N.V. disclaims
all and any liability, whether arising in tort or contract or otherwise, in respect of this Base Prospectus
and or any such other statements.
All references in this Base Prospectus to "euro", "EUR" and "E" 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, "1" and "GBP" are to the lawful currency of the United Kingdom.
5
L_LIVE_EMEA2:18090237v19

Switzerland: The Notes 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 (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 CISA.
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.
6
L_LIVE_EMEA2:18090237v19

DOCUMENTS INCORPORATED BY REFERENCE
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 2017 and 31 December 2018
together in each case with the auditor's report thereon, and the terms and conditions set out on pages 42 to 73
of the base prospectus dated 14 July 2017 under the heading "Terms and Conditions of the Notes", which
have been previously published or are published simultaneously with this Base Prospectus and which have
been filed with Euronext Dublin and with the Central Bank of Ireland in compliance with Article 11 of the
Prospectus Directive. 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.
Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor
or are otherwise covered elsewhere in 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:
https://www.achmea.nl/en/investors/debt-information/Paginas/default.aspx
2018 Annual Report:
https://www.achmea.nl/SiteCollectionDocuments/Achmea-Annual-Report-2018-part-1-EN.pdf
https://www.achmea.nl/SiteCollectionDocuments/Achmea-Annual-Report-2018-part-2-EN.pdf
https://www.achmea.nl/SiteCollectionDocuments/Achmea-Annual-Report-2018-part-3-EN.pdf
2017 Annual Report:
https://www.achmea.nl/SiteCollectionDocuments/Achmea-Annual-Report-2017-part-1.pdf
https://www.achmea.nl/SiteCollectionDocuments/Achmea-Annual-Report-2017-part-2.pdf
https://www.achmea.nl/SiteCollectionDocuments/Achmea-Annual-Report-2017-part-3.pdf
7
L_LIVE_EMEA2:18090237v19

SUPPLEMENTARY PROSPECTUS
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
Notes to be listed and admitted to trading on the regulated market of Euronext Dublin, 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 Notes 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 Notes, the Issuer shall prepare an amendment or supplement to this Base Prospectus for use
in connection with any subsequent offering of the Notes and shall supply to each Dealer such number of
copies of such supplement hereto as such Dealer may reasonably request.
8
L_LIVE_EMEA2:18090237v19

TABLE OF CONTENTS
Page
RISK FACTORS........................................................................................................................................... 10
OVERVIEW OF THE PROGRAMME ........................................................................................................ 57
TERMS AND CONDITIONS OF THE NOTES.......................................................................................... 62
FORM OF FINAL TERMS OF THE NOTES.............................................................................................. 95
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM................ 109
USE OF PROCEEDS .................................................................................................................................. 115
DESCRIPTION OF THE ISSUER ............................................................................................................. 116
TAXATION ................................................................................................................................................ 139
SUBSCRIPTION AND SALE .................................................................................................................... 142
GENERAL INFORMATION ..................................................................................................................... 148
9
L_LIVE_EMEA2:18090237v19

RISK FACTORS
Before investing in the Notes, prospective investors should carefully consider the risks and uncertainties
described below, together with the other information contained or incorporated by reference in this Base
Prospectus. The occurrence of any of the events or circumstances described in these risk factors, individually
or together with other circumstances, could have a material adverse effect on the Group, its business,
revenues, prospects, results and financial condition, which could result in an inability of the Issuer to pay
interest and/or principal and could negatively affect the price of the Notes. In that event, the value of the
Notes could decline and an investor might lose part or all of his investment.
All of these risk factors and events are contingencies which may or may not occur. The Group may face a
number of these risks described below simultaneously and one or more risks described below may be
interdependent. The order in which risks are presented is not necessarily an indication of the likelihood of
the risks actually materialising, of the potential significance of the risks or of the scope of any potential harm
to the business, revenues, prospects, results and financial condition of the Group, which could result in an
inability of the Issuer to pay interest and/or principal and could negatively affect the price of the Notes.
The risk factors are based on assumptions that could turn out to be incorrect. Furthermore, although the
Group believes that the risks and uncertainties described below are the material risks and uncertainties
concerning the Group's business and the Notes, they are not the only risks and uncertainties relating to the
Group and the Notes. Other risks, events, facts or circumstances not presently known to the Group, or that
the Group currently deems to be immaterial could, individually or cumulatively, prove to be important and
could have a material adverse effect on the Group's business, revenues, prospects, results and financial
condition. The value of the Notes could decline as a result of the occurrence of any such risks, events, facts
or circumstances or as a result of the events, facts, or circumstances described in these risk factors, and
investors could lose part or all of their investment.
Prospective investors should carefully read the detailed information set out elsewhere in this Base Prospectus
and incorporated by reference herein and reach their own views prior to making an investment decision.
Before making an investment decision with respect to any Notes, prospective investors should also consult
their own stockbroker, bank manager, lawyer, accountant, auditor or other financial, legal and/or tax
advisers and carefully review the risks associated with an investment in any Notes issued under the
Programme and consider such an investment decision in light of their personal circumstances.
Each prospective investor in the Notes must determine, based on its own independent review and such
professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes is fully
consistent with its financial needs, objectives and condition, complies and is fully consistent with all
investment policies, guidelines and restrictions applicable to it and is a fit, proper and suitable investment
for it, notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an investment
in the Notes. A prospective investor may not rely on the Issuer or the Dealers or any of their respective
affiliates in connection with its determination as to the legality of its acquisition of the Notes or as to the
other matters referred to above.
Unless the context requires otherwise, capitalised terms which are defined in "Terms and Conditions of the
Notes" have the same meaning when used herein.
RISK FACTORS RELATING TO THE ISSUER
Risks relating to the Group's Business
General Economic and Market Conditions
10
L_LIVE_EMEA2:18090237v19