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Prospectus brochure de l'obligation NatWest Markets PLC NL0000456614 en EUR 0.766%, échéance Perpétuelle

30/11/2025 ( Dans 135 jours )

NatWest Markets plc est la division de marchés de gros de NatWest Group, offrant des services de banque d'investissement, de négociation et de gestion des risques à une clientèle institutionnelle mondiale.

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Global Banking & Markets

250 Bishopsgate

London EC2M 4AA

www.rbs.com

On 6 February 2010 ABN AMRO Bank N.V. (registered with the Dutch Chamber of Commerce under
number 33002587) changed its name to The Royal Bank of Scotland N.V. and all references in the
attached document to "ABN AMRO Bank N.V." should be read as references to

"The Royal Bank of Scotland N.V.".

The name change is not a change of the legal entity which issued your securities and it does not affect
any of the terms and conditions of your securities. For further information on

The Royal Bank of Scotland N.V. or its holding company, ABN AMRO Holding N.V., and their financial
status please refer to the current Registration Document for ABN AMRO Holding N.V. and

The Royal Bank of Scotland N.V., which is available at http://markets.rbs.com/bparchive/ and to the
documents on file at http://www.sec.gov.

From 6 February 2010 onwards, the name ABN AMRO Bank N.V. will be used by a separate legal entity
(registered with the Dutch Chamber of Commerce under number 34334259) which will ultimately be
owned by the State of the Netherlands. Neither the new entity named ABN AMRO Bank N.V. nor the
State of the Netherlands will, in any way, guarantee or otherwise support the obligations under your
securities unless otherwise expressly stated in the terms and conditions of your securities.

The Royal Bank of Scotland N.V., established in Amsterdam, The Netherlands. Registered with the Chamber of Commerce in The Netherlands, no 33002587.
Authorised by De Nederlandsche Bank N.V. and regulated by the Authority for the Financial Markets in The Netherlands.
The Royal Bank of Scotland N.V. is an authorised agent of The Royal Bank of Scotland plc.

OFFERING CIRCULAR

ABN AMRO Bank N.V.
(incorporated in the Netherlands with its statutory seat in Amsterdam)

Perpetuele Portefeuille Notes
Aggregate nominal amount: 150,000,000

Issue price: 100 per cent
The Perpetuele Portefeuille Notes (the Certificates) are issued by ABN AMRO Bank N.V.
(the Issuer) and are in the denomination of 1,000 each.
The Certificates are senior, unsecured obligations of the Issuer and are linked to a portfolio of
Tier 1 and Tier 2 securities issued by banks and subordinated securities issued by insurance
companies.
The Certificates have no final maturity date and are only redeemable or repayable in
accordance with the Conditions contained herein see Condition 5 "Redemption and Purchase".
Application has been made for the listing of the Certificates on the Official Segment of the
stock market of Euronext Amsterdam N.V. (Euronext Amsterdam).
The Certificates will initially be represented by a temporary global certificate (the
Temporary Global Certificate ), without interest coupons, which will be deposited on or about 1st
October, 2004 (the Closing Date ) with Nederlands Centraal Instituut voor Giraal Effectenverkeer
B.V. (Euroclear Netherlands ). Interests in the Temporary Global Certificate will be exchangeable
for interests in a permanent global certificate (the Permanent Global Certificate , the Temporary
Global Certificate and the Permanent Global Certificate each a Global Certificate and together, the
Global Certificates), without interest coupons, on or after 10th November, 2004 (the Exchange
Date ), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global
Certificate will be exchangeable for definitive Certificates only in certain limited circumstances - see
"Summary of Provisions relating to the Certificates while represented by the Global Certificates".
The Certificates are sophisticated debt securities. Before making an investment decision with
respect to the Certificates, prospective investors should carefully consider all of the information set
out in this Offering Circular 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 Offering Circular. This Offering Circular does not describe all of the risks of an
investment in the Certificates.
ABN AMRO

The date of this Offering Circular is 1st October, 2004

The contents of this Offering Circular 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 Certificates.
Before making an investment decision with respect to any Certificates, prospective
investors should carefully consider all of the information set out in this Offering Circular as well
as their own personal circumstances. Prospective investors should have regard to, among other
matters, the considerations described under the sections headed "Key Questions" and "Risk
Factors" in this Offering Circular. This Offering Circular does not describe all of the risks of
an investment in the Certificates.
An investment in the Certificates 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 Offering Circular. To
the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such
is the case) the information contained in this Offering Circular is in accordance with the facts and
does not omit anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other
than those contained in this document in connection with the offering of the Certificates and, if given
or made, such information or representations must not be relied upon as having been authorised by the
Issuer. Neither the delivery of this document nor any sale made hereunder shall, under any
circumstances, constitute a representation or create any implication that there has been no change in
the affairs of the Issuer since the date hereof. This document does not constitute an offer of, or an
invitation by, or on behalf of, the Issuer to subscribe for, or purchase, any of the Certific ates. This
document does not constitute an offer, and may not be used for the purpose of an offer to, or a
solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or
solicitation is not authorised or is unlawful.
This Offering Circular is not intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by the Issuer that any recipient of this Offering
Circular should purchase any of the Certificates. Each investor contemplating purchasing Certificates
should make its own independent investigation of the financial condition and affairs, and its own
appraisal of the creditworthiness, of the Issuer.
The Certificates have not been and will not be registered under the United States Securities
Act of 1933, as amended, (the Securities Act) and are subject to U.S. tax law requirements. Subject
to certain exceptions, the Certificates may not be offered, sold or delivered within the United States or
to U.S. persons.
The delivery of this Offering Circular does not at any time imply that the information
contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any
other financial statements or any further information supplied in connection with the Certificates is
correct as of any time subsequent to the date indicated in the document containing the same, and does
not constitute a representation, warranty or undertaking by the Issuer that this information shall be
updated at any time after the date of this Offering Circular. Investors should review, among other
things, the most recent financial statements of the Issuer when deciding whether or not to purchase
any of the Certificates.

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The Issuer does not represent that this document may be lawfully distributed, or that
Certificates may be lawfully offered, in compliance with any applicable registration or other
requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken
by the Issuer which would permit a public offering of the Certificates or distribution of this document
in any jurisdiction (other than in the Netherlands) where action for that purpose is required.
Accordingly, the Certificates may not be offered or sold, directly or indirectly, and neither this
Offering Circular, together with its attachments (if any), nor any advertisement or other offering
material may be distributed or published in any jurisdiction (other than in the Netherlands) except
under circumstances that will result in compliance with any applicable laws and regulations and the
Issuer has represented that all offers and sales by them will be made on the same terms.
The distribution of this document and the offer or sale of the Certificates in certain
jurisdictions may be restricted by law. Persons into whose possession this document comes are
required by the Issuer to inform themselves about, and to observe, any such restrictions. For a further
description of certain restrictions on the offering and sale of the Certificates and on distribution of this
document, see "Subscription and Sale " below.
This Offering Circular constitutes a prospectus for the purposes of the listing and issuing rules
of Euronext Amsterdam.
IN CONNECTION WITH THE ISSUE OF THE CERTIFICATES, ABN AMRO BANK
N.V. OR ANY PERSON ACTING FOR IT MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE
CERTIFICATES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL FOR A LIMITED PERIOD AFTER THE CLOSING DATE. HOWEVER THERE
MAY BE NO OBLIGATION ON ABN AMRO BANK N.V. OR ANY AGENT OF IT TO DO
THIS. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
AND MUST BE BROUGHT TO AN END AFTER A LIMITED PERIOD AND WILL IN ANY
EVENT BE DISCONTINUED 30 DAYS AFTER THE CLOSING DATE. Stabilisation
transactions conducted on Euronext Amsterdam must be conducted by a member of Euronext
Amsterdam and must be conducted in accordance with all applicable laws and regulations, including
those of Euronext Amsterdam and article 32 of the Further regulation on the behavioural supervision
of the securities trade 2002 (Nadere regeling gedragstoezicht 2002).
All references in this document to Euro, euro and refer to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty establishing
the European Community (signed in Rome on 25th March, 1957), as amended.

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CONTENTS
Item
Page
Summary ......................................................................................................................................5
Key Questions ...............................................................................................................................7
Risk Factors..................................................................................................................................9
Distribution Arrangements...........................................................................................................13
Settlement, Clearance and Custody...............................................................................................15
Documents Incorporated by Reference..........................................................................................17
Conditions of the Certificates.......................................................................................................18
Summary of the Provisions Relating to the Certificates While Represented by the Global Certificate 28
Use of Proceeds...........................................................................................................................30
Description of the Issuer ..............................................................................................................31
Taxation .....................................................................................................................................37
Subscription and Sale ..................................................................................................................40
General Information ....................................................................................................................42

Schedule Initial Reference Portfolio...........................................................................................44

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SUMMARY
The following is a guide only and is taken from, and is qualified in its entirety by, the
remainder of this Offering Circular, in particular, the Conditions of the Certificates. Words and
expressions defined in the Conditions of the Certificates shall have the same meaning in this section.
Please see "Key Questions" below for additional information.
Overview:
On issue, the net proceeds from the issuance of the Certificates shall be
applied by the Issuer in whole or in part in the purchase of Reference
Assets. Any amounts not so applied shall be deposited in the Cash
Deposit, to be applied by the Issuer within six months of the Closing
Date as described below.
Interest accruing on the Cash Deposit and any amounts of principal
received by the Issuer in respect of the Reference Portfolio (other than
amounts applied by the Issuer in the purchase of further Reference
Assets) shall be credited to the Cash Deposit.
The Issuer may sell Reference Assets in whole or in part from time to
time in its sole discretion and apply some or all of the proceeds of such
sale to purchase other Reference Assets. The Issuer is also required to
sell Reference Assets in certain circumstances as described in
Condition 6.2 "Update of the Reference Portfolio" and apply some or
all of the proceeds of such sale to purchase other Reference Assets.
The Issuer shall deposit any proceeds which are not so applied into the
Cash Deposit.
The Issuer shall apply any amounts standing to the credit of the Cash
Deposit within 6 months of the date such amounts are deposited into
the Cash Deposit to either (i) purchase further Reference Assets or (ii)
form part of the Reference Income Amount and be paid to Holders as
interest (after deduction of any accrued Strategy Fees and any costs,
charges and expenses paid or payable by the Issuer in respect of the
Reference Portfolio).
The Concentration Limitation will be satisfied on the Closing Date and
on each date on which a Reference Asset is sold or purchased as
described above.
Description of Certificates:
The Certificates are sophisticated structured debt securities and are
senior, unsecured obligations of the Issuer linked to a portfolio of
Reference Assets (as indicated below). The investment return on the
Certificates will depend primarily on the performance of the Reference
Portfolio and Holders may not receive the nominal amount of the
Certificates back on Redemption.
Reference Assets:
Tier 1 and Tier 2 securities issued by banks and subordinated
securities issued by insurance companies, in each case which satisfy
the Reference Asset Characteristics on the date on which they are
purchased by the Issuer.
Issuer:
ABN AMRO Bank N.V. For more information regarding ABN AMRO
Bank N.V., see "Description of the Issuer" below.

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Arranger:
ABN AMRO Bank N.V.
Fiscal and Paying Agent:
ABN AMRO Bank N.V. (the Fiscal Agent)
Redemption:
The Certificates have no final maturity date. However, the Issuer may
redeem the Certificates at any time by giving not less than three
months notice or upon the occurrence of an illegality event see
Condition 5.2 "Optional Redemption".
If the Certificates are redeemed, you will receive your share of the
amounts standing to the credit of the Cash Deposit and the amounts
received by the Issuer on liquidation of the Reference Portfolio, less any
costs, charges, expenses and fees paid or payable by the Issuer in
relation to the Reference Portfolio and any accrued but unpaid Strategy
Fees.
Form of Certificates:
The Certificates will be issued in bearer form as described in
"Settlement, Clearance and Custody" below.
Interest:
Interest payable in respect of the Certificates will be linked to interest
and/or dividends received by the Issuer in respect of the Reference
Portfolio and interest paid on the Cash Deposit. You will therefore
receive semi-annually an amount equal to your share of the Reference
Income Amount less any accrued but unpaid Strategy Fees.
Issue Price:
100 per cent
Denomination of Certificates: 1,000 per Certificate
Number of Certificates:
150,000
Strategy Fee:
0.60 per cent. per annum of the sum of (a) the aggregate principal
amount of the Reference Assets and (b) the amount standing to the
credit of the Cash Deposit.
Taxation:
All payments in respect of the Certificates will be made without
deduction for or on account of withholding taxes imposed by the
Netherlands, subject as provided in Condition 7.
Listing:
Application has been made for the Certificates to be listed on Euronext
Amsterdam N.V.
Governing Law:
The Certificates will be governed by, and construed in accordance with,
English law.

6

KEY QUESTIONS
Where does my money go?
The money raised from selling the Certificates (after payment of
certain costs, fees and expenses in connection with the offering,
issue and listing of the Certificates) is invested in Reference Assets.
Any amounts not invested in Reference Assets will be placed in a
Cash Deposit with us. Interest earned on the Cash Deposit and
amounts of principal received in respect of the Reference Portfolio
(other than amounts used to purchase further Reference Assets) are
credited to the Cash Deposit.
What is the Reference
The Reference Portfolio is a portfolio of Tier 1 and Tier 2 securities
Portfolio?
issued by banks and subordinated securities issued by insurance
companies. Certain characteristics of such securities are described
in "Risk Factors Nature of the Reference Assets" below.
Will all the money raised be
Any amounts received by the Issuer on the Closing Date from the
invested in Reference Assets
issuance of the Certificate which are not applied in the purchase of
on the Closing Date?
Reference Assets will be deposited into the Cash Deposit, to be
applied by the Issuer within six months of the Closing Date. It
could therefore be up to six months from the Closing Date before
the Issuer has invested in Reference Assets.
Do the Certificates pay a
Any interest and/or dividend income received by the Issuer in
Coupon?
respect of the Reference Portfolio and any interest paid on the Cash
Deposit will be paid to Holders semi-annually in the form of
interest on the Certificates (after deduction of any accrued but
unpaid Strategy Fees and any costs, charges, expenses and fees paid
or payable by the Issuer in respect of the Reference Portfolio).
If such interest and/or dividend income is high in any Calculation
Period, interest paid on the Certificates will also be high. On the
other hand, if such income is low in any Calculation Period, interest
paid on the Certificates will also be low and may even be zero if
such income is not sufficient to cover the fees and expenses payable
by the Issuer.
What happens to amounts of Any amounts of principal received by the Issuer in respect of the
principal received from the
Reference Portfolio will either be reinvested in further Reference
Reference Portfolio?
Assets or be paid to Holders in the form of interest on the
Certificates (after deduction of any accrued but unpaid Strategy
Fees and any costs, charges, expenses and fees paid or payable by
the Issuer in respect of the Reference Portfolio).
Can the Reference Portfolio
Yes. The Reference Assets forming the Reference Portfolio may
Change?
change from time to time during the life of the Certificates by the
Issuer selling and/or purchasing Reference Assets.
The Issuer is also required to sell Reference Assets in certain
specified circumstances, including where the return on or rating
assigned to a Reference Asset is below a specified threshold. The
Issuer may only purchase Reference Assets which satisfy the
Reference Asset Characteristics on the date such Reference Assets

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are so purchased.
The Concentration Limitation will be satisfied on each date on
which a Reference Asset is sold or purchased as described above.
What Affects the Value of the Changes in the creditworthiness of the obligors in respect of the
Certificates?
Reference Assets will result in a change in the value of the
Reference Portfolio, which will in turn affect the value of the
Certificates. The value of the Certificates will also be affected by
changes in the creditworthiness of the Issuer.
Changes in interest rates may affect the value of the Reference
Assets, and therefore the value of the Certificates. The value of
Reference Assets which provide for a fixed rate of interest would
typically decrease if long term interest rates increase, and vice
versa. The value of Reference Assets which provide for a floating
rate of interest (being a margin above a specified benchmark rate) is
less sensitive to changes in interest rates. The value of Reference
Assets which provide for a rate of interest linked to constant
maturity swap rates would typically increase if the yield curve
steepens, and vice versa.
Upon the Issuer making an interest payment in respect of the
Certificates, the value of the Certificates will decrease by an
amount equal to such interest payment and the fees and expenses
(including any Management Fees) paid by the Issuer.
Can the Certificates be
The Certificates have no final maturity date. However, the Issuer
redeemed?
may redeem the Certificates at any time by giving not less than
three months notice or upon the occurrence of an illegality event.
What happens if the
On a redemption of the Certificates we will return to you a
Certificates are redeemed?
proportion of the Cash Deposit and the amount received by the
Issuer on liquidation of the Reference Portfolio based on your
holding of the Certificates (after deduction of any accrued but
unpaid Strategy Fees and any costs, charges, expenses and fees paid
or payable by the Issuer in respect of the Reference Portfolio).
If the Reference Portfolio has performed well then the Cash
Deposit and the liquidation value of the Reference Portfolio may
have grown and on a redemption of the Certif icates you may
receive more than the amount of the investment you have made. If
the Reference Portfolio has not performed well, you may receive
less than the amount of the investment you have made.
Will There Be a Secondary
ABN AMRO Bank N.V. will endeavour to maintain a secondary
Market in the Certificates?
market in the Certificates throughout their life.
What Fees Will You Charge A strategy fee equal to 0.60 per cent. per annum of the sum of (a)
for an Investment in the
the aggregate principal amount of the Reference Assets and (b) the
Certificates?
amount standing to the credit of the Cash Deposit will be deducted
from amounts which would otherwise be payable as interest or, in
the case of a redemption, principal on the Certificates.

8

RISK FACTORS
Prospective investors should carefully consider all of the information contained in this
Offering Circular and any documents incorporated into this Offering Circular by reference as well as
their own personal circumstances before deciding to invest in any Certificates. Prospective investors
should have particular regard to, among other matters, the considerations set out in this section of
this document. The following is not intended as, and should not be construed as, an exhaustive list of
relevant risk factors. There may be other risks that a prospective investor should consider that are
relevant to its own particular circumstances or generally. In particular, prospective investors should
read the section of this Offering Circular entitled "Key Questions".
Before making an investment decision with respect to any Certificates, prospective investors
should 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 Certificates and consider
such an investment decision in the light of the prospective investor's personal circumstances.
Words and expressions defined in the Conditions of the Certificates shall have the same
meaning in this section.
Issuer Credit Risk
The risk that the Issuer will be unable to pay amounts due under the Certificates is known as
credit risk. The Certificates will constitute unsubordinated and unsecured obligations of the Issuer
and will rank equally among themselves and equally with all other unsubordinated and unsecured
obligations of the Issuer (other than obligations preferred by mandatory provisions of law). If you
purchase Certificates, you are relying on the creditworthiness of the Issuer and no other person. If the
Issuer itself becomes unable for any reason to fulfil its obligations then the Holder may suffer a total
loss of principal.

Credit Exposure to Obligors of Reference Assets
As described above, payments on the Certificates are conditional on the Issuer receiving
correlating payments in respect of the Reference Portfolio. The Certificates are therefore subject to
the credit risk of the obligors in respect of the Reference Assets and payment of certain amounts due
under the Certificates (including payment of the principal on a redemption) on a full and timely basis
is dependent upon such obligors meeting their payment obligations under the terms of the Reference
Assets in a timely manner. The Issuer does not make any representation as to the credit of the obligors
in respect of the Reference Assets for the duration of the Certificates.

Nature of the Reference Assets

The Reference Portfolio will consist of Tier 1 and Tier 2 securities issued by banks and
subordinated securities issued by insurance companies. Given payments of interest and, on a
redemption, principal in respect of the Certificates is dependant on receipt by the Issuer of payments
of principal and interest in respect of the Reference Portfolio, the return payable on the Certificates
will be affected by the nature and terms of the Reference Assets.

Such securities are generally unsecured and will rank junior in priority of payment to the
relevant obligor's senior indebtedness (whether now existing or subsequently incurred). Therefore, an
obligor will not be able to make any payments of principal or interest on a Reference Asset if it
defaults on a payment of its senior indebtedness. In the event of a bankruptcy, liquidation or
dissolution of an obligor, its assets would be available to pay obligations under the Reference Asset
only after payments had been made on its senior indebtedness. Reference Assets will generally not

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