Obligation NIBC Banque 0% ( XS0161702914 ) en EUR

NIBC Banque

100 % ▼

Pays-Bas

XS0161702914 ( en EUR )

09/02/2043

Prospectus brochure de l'obligation NIBC Bank XS0161702914 en EUR 0%, échéance 09/02/2043

10 000 EUR

10 000 000 EUR

NIBC Bank est une banque d'investissement européenne spécialisée dans les services bancaires de financement et de conseil aux entreprises, aux institutions et aux investisseurs institutionnels, opérant principalement aux Pays-Bas et en Europe occidentale.

L'Obligation émise par NIBC Banque ( Pays-Bas ) , en EUR, avec le code ISIN XS0161702914, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 09/02/2043

OFFERING CIRCULAR

(Incorporated with limited liability under the laws of The Netherlands and having its corporate seat in The Hague)
________________________________________________________________
Euro 20,000,000,000
Programme for the Issuance of Debt Instruments
_________________________________________________________________
Under this Programme for the Issuance of debt instruments (the "Programme"), NIBC Bank N.V. (the "Issuer") may from
time to time issue one or more Tranches (as defined herein) of (i) senior preferred notes (the "Senior Preferred Notes"), (ii)
senior non-preferred notes ("Senior Non-Preferred Notes ") and (ii ) subordinated notes ("Subordinated Notes" and together
with the Senior Preferred Notes and the Senior Non-Preferred Notes, the "Notes"). The maximum aggregate nominal amount
of all Notes from time to time outstanding under the Programme will not exceed Euro 20,000,000,000.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered,
sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (within the meaning of Regulation
S under the Securities Act ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities laws.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: If the Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Unlisted 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 European Economic Area ("EEA"). For these purposes, a retail investor means a person who is
one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
(ii) a customer within the meaning of Directive 2016/97/EU (the "IDD"), 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 Regulation
(EU) 2017/1129, including any commission delegated regulation thereunder (the "Prospectus Regulation"). 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.
PROHIBITION OF SALES TO UK RETAIL INVESTORS: If the Final Terms in respect of any Notes (or Pricing
Supplement, in the case of Unlisted Notes) includes a legend entitled "Prohibition of Sales to UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement Directive 2016/97/EU, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK
law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms
part of UK law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of UK law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This Offering Circular constitutes a base prospectus within the meaning of the Prospectus Regulation. This Offering Circular
has been approved by The Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the
"AFM"), as competent authority under the Prospectus Regulation. The AFM only approves this Offering Circular as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval
should not be considered as an endorsement of the Issuer nor as an endorsement of the quality of any Notes that are the subject
of this Offering Circular. Investors should make their own assessment as to the suitability of investing in such Notes. This
Offering Circular is issued in replacement of the offering circular dated 24 June 2020 (as amended and supplemented), and
accordingly supersedes such earlier offering circular (as amended and supplemented).
This Offering Circular shal be valid for use only by the Issuer or others who have obtained the Issuer's consent for a
period of up to twelve months after its approval by the AFM and shall expire on 25 June 2022, at the latest. The
obligation to supplement this Offering Circular, in the event of significant new factors, material mistakes or material
inaccuracies only, shall cease to apply upon the expiry of the validity period of this Offering Circular.
Application has been made to Euronext Amsterdam N.V. for the Notes issued under the Programme during the period of 12
months from the date of this Offering Circular to be admitted to listing and trading on Euronext in Amsterdam, the regulated
market of Euronext Amsterdam N.V. ("Euronext Amsterdam"). Euronext Amsterdam is a regulated market for the purposes
of MiFID II.
The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation
by any competent authority, stock exchange and/or quotation system on a regulated market for the purposes of MiFID II in
the European Economic Area or otherwise (the "Unlisted Notes") or to be admitted to listing, trading and/or quotation by the
listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer.

Any person (an "Investor") intending to acquire or acquiring any securities from an offeror (an "Offeror") wil do so,
and offers and sales of the securities to an Investor by an Offeror will be made, in accordance with any terms of other
arrangements in place between such Offeror and such Investor including as to price, allocations and settlement
arrangements. The Issuer wil not be a party to any such arrangements with Investors (other than Dealers) in
connection with the offer or sale of the securities and, accordingly, neither this Offering Circular nor any Final Terms
(or Pricing Supplement, in the case of Unlisted Notes) will contain such information and an Investor must obtain such
information from the Offeror. Such information will be provided at the time of any sub-offers.
An investment in Notes issued under the Programme involves certain risks. A section containing "Risk Factors" has
been included in this Offering Circular (please see pages 11 to 47 (inclusive) of this Offering Circular).
References in this Offering Circular to "Passported Countries" shall mean the EEA Member State(s) whose competent
authorities have received from the AFM (i) a copy of the Offering Circular and (ii) a certificate of approval pursuant to Article
25 of the Prospectus Regulation (as defined herein) attesting that the Offering Circular has been drawn up in accordance with
the Prospectus Regulation.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and
any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and
Conditions of the Notes") of Notes will be set out in a Final Terms document (the "Final Terms") (or, in the case of Unlisted
Notes, a pricing supplement (the "Pricing Supplement") for that Tranche issued by the Issuer).
BENCHMARKS REGULATION Interest and/or other amounts payable under the Notes may be calculated by reference
to certain reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011
(the "Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, the Final Terms (or, in the case
of Unlisted Notes, a Pricing Supplement) will indicate whether or not the benchmark is provided by an administrator included
in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmarks Regulation (the "ESMA
Benchmarks Register"). Transitional provisions in the Benchmarks Regulation may have the result that the administrator of
a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of the Final Terms
(or, in the case of Unlisted Notes, the Pricing Supplement). The registration status of any administrator under the Benchmarks
Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the
Final Terms (or, in the case of Unlisted Notes, the Pricing Supplement) to reflect any change in the registration status of the
administrator.
Amounts payable under the Notes may, inter alia, be calculated by reference to the Euro inter-bank offered rate ("EURIBOR")
which is provided by the European Money Markets Institute, the Euro short-term rate ("STR") which is provided by the
European Central Bank, the Sterling Overnight Index Average ("SONIA") which is provided by the Bank of England and the
Secured Overnight Financing Rate ("SOFR") which is provided by the Federal Reserve Bank of New York.
As at the date of this Offering Circular, the European Money Markets Institute appears on the ESMA Benchmarks Register.
As far as the Issuer is aware, as at the date of this Offering Circular, STR, SONIA and SOFR do not fall within the scope of
the Benchmarks Regulation. If a benchmark (other than EURIBOR, STR, SONIA or SOFR) is specified in the applicable
Final Terms (or Pricing Supplement, in the case of Unlisted Notes), the applicable Final Terms (or Pricing Supplement, in the
case of Unlisted Notes) will indicate whether or not the benchmark is provided by an administrator included in the ESMA
Benchmarks Register.
PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289 OF SINGAPORE) - The Final Terms (or Pricing Supplement, in the case of Unlisted Notes) in respect of
any Notes may include a legend entitled "Singapore Securities and Futures Act Product Classification" which wil state the
product classification of the Notes pursuant to section 309B(1) of the Securities and Futures Act (Chapter 289 of Singapore)
(the "SFA"). The Issuer will make a determination in relation to each issue about the classification of the Notes being offered
for purposes of section 309B(1)(a). Any such legend included on the relevant Final Terms (or Pricing Supplement, in the case
of Unlisted Notes) will constitute notice to "relevant persons" for purposes of section 309B(1)(c) of the SFA.
EU MiFID II product governance / target market: The Final Terms (or Pricing Supplement, in the case of Unlisted Notes)
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"), the Arranger and/or any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor any Dealer nor
any of their respective affiliates wil be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR product governance / target market: The Final Terms (or Pricing Supplement, in the case of Unlisted Notes) in
respect of any Notes may include a legend entitled "UK MiFIR 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 the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") 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 UK MiFIR Product Governance
Rules, the Arranger and/or any Dealer subscribing for any Notes is a manufacturer under the UK MIFIR Product Governance
Rules 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 UK MIFIR Product Governance Rules

Arranger

MORGAN STANLEY

Dealers
ABN AMRO
BOFA SECURITIES
CITIGROUP
COMMERZBANK
CREDIT SUISSE
DEUTSCHE BANK
GOLDMAN SACHS BANK EUROPE SE
ING
J.P. MORGAN
LANDESBANK BADEN-WÜRTTEMBERG
MORGAN STANLEY
NATWEST MARKETS
NIBC BANK
SOCIÉTÉ GÉNÉRALE CORPORATE &
UBS INVESTMENT BANK
INVESTMENT BANKING

The date of this Offering Circular is 25 June 2021.

CONTENTS

Page
OVERVIEW OF THE PROGRAMME ....................................................................................................... 1
RISK FACTORS ........................................................................................................................................ 11
IMPORTANT NOTICES ........................................................................................................................... 48
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS ......................................... 52
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 53
FORMS OF THE NOTES .......................................................................................................................... 55
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............... 61
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 63
FORM OF FINAL TERMS ...................................................................................................................... 127
FORM OF PRICING SUPPLEMENT ..................................................................................................... 142
USE OF PROCEEDS ............................................................................................................................... 157
BUSINESS DESCRIPTION OF NIBC BANK N.V. ............................................................................... 160
SUPERVISION AND REGULATION .................................................................................................... 165
TAXATION ............................................................................................................................................. 173
SUBSCRIPTION AND SALE ................................................................................................................. 179
TRANSFER RESTRICTIONS ................................................................................................................ 187
GENERAL INFORMATION .................................................................................................................. 188
INDEX OF DEFINED TERMS ............................................................................................................... 191

OVERVIEW OF THE PROGRAMME
The following description does not purport to be complete and is qualified in its entirety by the remainder
of this Offering Circular. Words and expressions defined in "Terms and Conditions of the Notes" or
elsewhere in this Offering Circular shall have the same meanings in this overview.
Issuer
NIBC Bank N.V.
Legal Entity
B64D6Y3LBJS4ANNPCU93
Identifier (LEI)
Risk Factors
There are certain risk factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. These are set out under
"Risk Factors" and include risk related to the adverse effects of general economic
and other business conditions, risk related to substantial competitive pressures,
risk related to regulatory changes as well as operational risk. There are certain
factors that are material for assessing the market risks associated with Notes
issued under the Programme. These are set out under "Risk Factors" and include
certain risks relating to the structure of a particular Series of Notes and certain
market risks.
Arranger
Morgan Stanley Europe SE
Dealers
ABN AMRO Bank N.V., BofA Securities Europe SA, Citigroup Global Markets
Europe AG, Commerzbank Aktiengesellschaft, Credit Suisse Securities Sociedad
de Valores S.A., Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe
SE, ING Bank N.V., J.P. Morgan AG, Landesbank Baden-Württemberg, Morgan
Stanley Europe SE, NatWest Markets N.V., NIBC Bank N.V., Société Générale
and UBS AG London Branch and any other dealer appointed from time to time
by the Issuer.
Calculation Agent
The party specified in the applicable Final Terms as the Calculation Agent will
act as Calculation Agent for the applicable Series on the terms set out in the Fiscal
Agency Agreement or such calculation agency agreement entered into or deemed
to be entered into between that Calculation Agent and the Issuer.
Transfer Agent
Citibank, N.A., London Branch.
Fiscal Agent
Citibank, N.A., London Branch.
Registrar
Citibank, N.A., London Branch or such entity as may replace Citibank, N.A.,
London Branch as Registrar.
Final Terms
Notes issued under the Programme shall be issued pursuant to this Offering
Circular and associated Final Terms. The terms and conditions applicable to any
particular Tranche of Notes will be the Terms and Conditions of the Notes as
completed by the relevant Final Terms.

Unlisted Notes under the Programme shall be issued pursuant to this Offering
Circular and associated Pricing Supplement. The terms and conditions applicable
to any particular Tranche of Unlisted Notes will be the Terms and Conditions of
the Notes as completed by the relevant Pricing Supplement.

The Programme also permits Notes to be issued on the basis that they will be
admitted to listing, trading and/or quotation by the competent authorities, stock
exchanges and/or quotation systems as may be agreed with the Issuer.
References in this Offering Circular to "Final Terms" shall, in the case of an issue
of Unlisted Notes, be read and construed as a reference to the applicable Pricing
Supplement, unless the context otherwise requires.

1

Clearing Systems
The Notes may be cleared through Euroclear and Clearstream, Luxembourg, or
any other clearing system as may be specified in the relevant Final Terms.
Programme Amount Up to Euro 20,000,000,000 (or its equivalent in other currencies) outstanding at
any time. The Issuer may increase or decrease the amount of the Programme.
Issuance in Series
Notes will be issued in Series (each a "Series"). Each Series may comprise one or
more Tranches (each a "Tranche") issued on different issue dates. Each Tranche
will be the subject of Final Terms.
Form of Notes
The Notes will be issued in bearer form or registered form as further described in
"Forms of the Notes".

Notes in registered form may not be exchanged for Notes in bearer form.
Currencies
Notes may be denominated in such currency as the Issuer and the relevant
Dealer(s) may agree, as specified in the relevant Final Terms, subject to
compliance with all applicable legal and/or regulatory and/or central bank
requirements.
Status and ranking
The Senior Preferred Notes and the relative Coupons constitute direct,
of Senior Preferred
unconditional, unsubordinated and unsecured obligations of the Issuer and rank
Notes
pari passu without any preference among themselves and at least pari passu with
all other direct, unconditional, unsubordinated and unsecured obligations of the
Issuer, present and future (save for certain exemptions provided by law) and (in
the event of the bankruptcy (faillissement) of the Issuer only) other than those
unsecured and unsubordinated obligations having a lower ranking in reliance on
article 212rb of the Dutch Bankruptcy Act (Faillissementswet) (or any other act
or provision implementing article 108 paragraph 2 of Directive 2014/59/EU, as
amended by Directive 2017/2399/EU, in The Netherlands).

Status and Ranking
The Senior Non-Preferred Notes qualify as, and comprise part of the class of,
Terms of the Senior
Statutory Senior Non-Preferred Obligations and constitute unsubordinated and
Non-Preferred Notes unsecured obligations of the Issuer and, save as provided by mandatory and/or
overriding provisions of law, rank in a Winding-Up of the Issuer (i) pari passu
without any preference among themselves and with all other present and future
obligations of the Issuer qualifying as Statutory Senior Non-Preferred
Obligations, (ii) in the event of the bankruptcy (faillissement) of the Issuer only,
junior to any present and future unsubordinated and unsecured obligations of the
Issuer which do not qualify as Statutory Senior Non-Preferred Obligations
including the claims of creditors arising from excluded liabilities of the Issuer
pursuant to Article 72a(2) Regulation (EU) No 575/2013, as amended, and (iii)
senior to any Junior Obligations.
By virtue of such ranking, payments to Senior Non-Preferred Noteholders will, in
the event of the bankruptcy (faillissement) of the Issuer, only be made after all
claims in respect of unsubordinated and unsecured obligations of the Issuer which
do not qualify as Statutory Senior Non-Preferred Obligations have been satisfied.
If resolution proceedings are commenced in respect of the Issuer in accordance
with the Applicable Resolution Framework, the aforementioned ranking in the
event of bankruptcy will in principle be followed, in reverse order (with the most
junior instruments or liabilities first affected), subject to certain exceptions.

Status and
Subordinated Notes not intended to qualify as Tier 2 Notes
Subordination

Terms of the
The Subordinated Notes not intended to qualify as Tier 2 Notes and the relative
Subordinated Notes
Coupons constitute subordinated and unsecured obligations of the Issuer and rank
pari passu without any preference among themselves and with all other present

2

and future subordinated and unsecured obligations of the Issuer (other than those
subordinated obligations expressed by or under their own terms to rank

subordinated and junior to the Subordinated Notes not intended to qualify as Tier
2 Notes, including the Issuer's Subordinated Notes intended to qualify as Tier 2

Notes), save for those preferred by mandatory and/or overriding provisions of law
(including the Implementing Act).
Save as provided by mandatory and/or overriding provisions of law (including the
Implementing Act), all claims in respect of, or arising under, the Subordinated
Notes not intended to qualify as Tier 2 Notes and the relative Coupons against the
Issuer are in the Winding-Up of the Issuer subordinated to (a) the claims of
depositors (other than in respect of those whose deposits are expressed by or under
their own terms to rank equally to or lower than the Subordinated Notes), (b)
unsubordinated claims with respect to the repayment of borrowed money
(including those unsubordinated and unsecured obligations having a lower
ranking in reliance on article 212rb of the Dutch Bankruptcy Act
(Faillissementswet) (or any other act or provision implementing article 108
paragraph 2 of Directive 2014/59/EU, as amended by Directive (EU) 2017/2399,
in The Netherlands)), (c) the claims of creditors arising from excluded liabilities
of the Issuer pursuant to Article 72a(2) of Regulation (EU) No 575/2013 and (d)
other unsubordinated claims (collectively, "Non Tier-2 Senior Claims").
By virtue of such subordination, payments to a Subordinated Noteholder will, in
the event of the Winding-Up of the Issuer, only be made after all obligations of
the Issuer resulting from Non Tier-2 Senior Claims have been satisfied. If
resolution proceedings are commenced in respect of the Issuer in accordance with
the Applicable Resolution Framework, the aforementioned ranking in the event
of bankruptcy will in principle be followed, in reverse order (with the most junior
instruments or liabilities first affected), subject to certain exceptions.
Subordinated Notes intended to qualify as Tier 2 Notes
It is the intention of the Issuer that the proceeds of the issue of the Subordinated
Notes be treated for regulatory purposes as Tier 2 capital as referred to in Article
71 of Regulation (EU) No 575/2013, as amended, or any Future Capital
Requirements Regulations ("Tier 2 Capital").
The Subordinated Notes intended to qualify as Tier 2 Notes and the relative
Coupons constitute subordinated and unsecured obligations of the Issuer and rank
pari passu without any preference among themselves and with all other present
and future Tier 2 own funds instruments (and senior to Tier 1 capital items as
referred to in Article 25 of Regulation (EU) No 575/2013, as amended).
Save as provided by mandatory and/or overriding provisions of law, all claims in
respect of, or arising under, the Subordinated Notes intended to qualify as Tier 2
Notes and the relative Coupons against the Issuer are in the Winding-Up of the
Issuer subordinated to (a) the claims of depositors, (b) unsubordinated claims with
respect to the repayment of borrowed money (including those unsubordinated and
unsecured obligations having a lower ranking in reliance on article 212rb of the
Dutch Bankruptcy Act (Faillissementswet) (or any other act or provision
implementing article 108 paragraph 2 of Directive 2014/59/EU, as amended by
Directive (EU) 2017/2399, in The Netherlands)), (c) other unsubordinated claims
and those claims preferred by mandatory and/or overriding provision, (d) MREL
Eligible Liabilities, (e) the claims of creditors arising from excluded liabilities of
the Issuer pursuant to Article 72a(2) of Regulation (EU) No 575/2013, (g)
Subordinated Notes not intended to qualify as Tier 2 Notes and (g) any other
claims that do not result from an own funds item as referred to in point (118) of
Article 4(1) of Regulation (EU) No 575/2013, as amended (collectively, "Tier 2
Senior Claims").

3

By virtue of such subordination, payments to a Subordinated Noteholder will, in
the event of the Winding-Up of the Issuer, only be made after all obligations of
the Issuer resulting from Tier 2 Senior Claims have been satisfied. If resolution
proceedings are commenced in respect of the Issuer in accordance with the
Applicable Resolution Framework, the aforementioned ranking in the event of
bankruptcy will in principle be followed, in reverse order (with the most junior
instruments or liabilities first affected), subject to certain exceptions.
From (and including) the date on which the act or law implementing article 48(7)
of Directive 2014/59/EU, as amended (including by way of Directive (EU)
2019/879) into Dutch law becomes effective in the Netherlands (the
"Implementing Act"), Subordinated Notes intended to qualify as Tier 2 Notes
and the relative Coupons are intended to qualify as, and comprise part of, tier 2
capital own funds items having a lower priority ranking than any claim that does
not result from a tier 2 capital own funds item within the meaning of, or as
contemplated in, the Implementing Act (and ranking senior to any Tier 1 capital
items as referred to in Article 25 of Regulation (EU) No 575/2013, as amended).
Should any outstanding Subordinated Notes intended to qualify as Tier 2 Notes
be fully excluded from the Tier 2 Capital of the Issuer (a "Disqualification Event"
and the Subordinated Notes intended to qualify as Tier 2 Notes affected by the
Disqualification Event, the "Disqualified Tier 2 Notes"), such Disqualified Tier
2 Notes shall rank in accordance with the status and ranking provisions set out
above in respect of Subordinated Notes not intended to qualify as Tier 2 Note or
otherwise in accordance with the Implementing Act, without the need for any
action from the Issuer and without consultation of the holders of such
Subordinated Notes or the holders of any other Notes outstanding at such time.

No set-off or netting No Noteholder holding Subordinated Notes, Senior Non-Preferred Notes or
in respect of Senior
Senior Preferred Notes intended to qualify as MREL Eligible Liabilities may
Non-Preferred Notes exercise or claim any right of set-off or netting in respect of any amount owed to
and Subordinated
it by the Issuer arising under or in connection with such Notes. To the extent that
Notes
any holder of such Notes nevertheless claims a right of setoff or netting in respect
of any such amount, whether by operation of law or otherwise, and irrespective of
whether the set-off or netting is effective under any applicable law, such holder is
required to immediately transfer to the Issuer an amount equal to the amount
which purportedly has been set off or netted (such a transfer, a "Set-off
Repayment") and no rights can be derived from the relevant Notes until the Issuer
has received in full the relevant Set-off Repayment. Irrespective of any other
setoff or netting agreement providing otherwise, the (im)possibility of any set-off
or netting by a holder of any Senior Preferred Notes intended to qualify as MREL
Eligible Liabilities, Senior Non-Preferred Notes and Subordinated Notes shall be
exclusively governed by Dutch law.

Overview of order of The below table compares the order in which losses will be absorbed on the Notes
application of
issued under this Programme in situations of bankruptcy of the Issuer and in write-
Bankruptcy and
down and conversion (subject to certain exceptions and potential changes in the
Resolution in respect future, including the implementation of Directive (EU) 2019/879, as amended,
of the Notes
into Dutch law):
Bankruptcy
Resolution *
1. Subordinated Notes qualifying as 1. Subordinated Notes qualifying as
Tier 2 instruments.
Tier 2 instruments.
2. Subordinated Notes that do not 2. Subordinated Notes that do not (or no
(or no longer) qualify as Tier 2 longer) qualify as Tier 2 Notes.
Notes.
3. Senior Non-Preferred Notes.
3. Senior Non-Preferred Notes.
4. Senior Preferred Notes.
4. Senior Preferred Notes.

4

* The principle applicable to resolution procedures is that no creditor may be
worse off than in bankruptcy.

Maturities
The Notes may have such maturities as may be agreed between the Issuer and the
relevant Dealer(s), subject to a minimum maturity of one month and, in the case
of Subordinated Notes, five years, and a maximum maturity of 30 years and to
such minimum or maximum maturities as may be allowed or required from time
to time by the relevant central bank (or equivalent body) or any laws or regulations
applicable to the Issuer or the relevant Specified Currency.

Any Notes having a maturity of less than one year and in respect of which either
(i) the issue proceeds are received by the Issuer in the United Kingdom or (ii) the
activity of issuing the Notes is carried on from an establishment maintained by the
Issuer in the United Kingdom, such Notes must (a) have a minimum redemption
value of £100,000 (or its equivalent in other currencies) and be issued only to
persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their
businesses, or who it is reasonable to expect will acquire, hold, manage or dispose
of investments (as principal or agent) for the purposes of their businesses; or (b)
be issued in other circumstances which do not constitute a contravention of section
19 of the Financial Services and Markets Act 2000 (the "FSMA") by the Issuer.
Issue Price
Notes may be issued at any price as specified in the relevant Final Terms. The
price and amount of Notes to be issued under the Programme will be determined
by the Issuer and the relevant Dealer(s) at the time of issue in accordance with
prevailing market conditions.
Redemption at
Unless previously redeemed, written down or converted or purchased and
Maturity
cancelled, Notes will be redeemed on the Maturity Date at their Final Redemption
Amount which may be the nominal amount of such Notes or such other amount
as is specified in the applicable Final Terms.
Optional
Notes may be redeemed before their stated maturity at the option of the Issuer as
Redemption
described in Condition 8.3 (Optional Early Redemption (Issuer Call)) and/or the
Noteholders as described in Condition 8.5 (Optional Early Redemption (Investor
Put)) to the extent (if any all) specified in the Final Terms.
Redemption for
To the extent specified in the Final Terms, early redemption will be permitted for
Taxation Reasons
taxation reasons as described in Condition 8.2 (Early Redemption for Taxation
(Tax Call) and
Reasons (Tax Call)) and, in respect of Senior Preferred Notes only, for illegality
Illegality (Illegality
as described in Condition 8.6 (Redemption for Illegality (Illegality Call)).
Call)
Early Redemption
If the Notes are to be redeemed early, such Notes will be redeemed at their Early
Amount
Redemption Amount, which may be an amount equal to the Issue Price, such
Note's nominal amount or such other amount as may be specified in the applicable
Final Terms.
Redemption of the
If "Regulatory Call" is specified in the applicable Final Terms, the Issuer may
Subordinated Notes
upon the occurrence of a Capital Event (in the case of Subordinated Notes
for regulatory
specified in the applicable Final Terms as intended to qualify as Tier 2 Notes)
purposes
and/or an MREL Disqualification Event (in the case of Subordinated Notes
intended to qualify as MREL Eligibilities) redeem the Subordinated Notes, in
whole but not in part, at any time, if the Issuer has notified the relevant
Subordinated Noteholders on giving not less than 30 nor more than 60 days'
irrevocable notice, or such other period of notice as is specified in the applicable
Final Terms, in accordance with Condition 14 (Notices):
(a)
in the case of Subordinated Notes specified in the applicable Final Terms
as intended to qualify as Tier 2 Notes prior to the Capital Event, the prior
permission of the Competent Authority pursuant to Article 77(1) CRR and

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(ii) the Issuer demonstrating to the satisfaction of the Competent
Authority that it meets the conditions in Article 78 CRR, which may
include requiring the replacement of the Subordinated Notes with own
funds instruments of equal or higher quality at terms that are sustainable
for the income capacity of the Issuer; or
(b)
in the case of Subordinated Notes specified in the applicable Final Terms
as intended to qualify as MREL Eligible Liabilities prior to the MREL
Disqualification Event, (i) the prior permission of the Relevant Resolution
Authority pursuant to Article 77(2) CRR and (ii) compliance with any
other pre-conditions to, or requirements applicable to, such redemption as
may be required by the Relevant Resolution Authority, Competent
Authority or the Applicable MREL Regulations at such time.
The Issuer will redeem the Subordinated Notes in accordance with the Terms and
Conditions and subject to Condition 8.8 (Redemption, substitution and variation
for regulatory purposes of Subordinated Notes) at the Early Redemption Amount
specified in the applicable Final Terms together with accrued interest (if any) to
but excluding the date of redemption.
Redemption of the
If "MREL Disqualification Event Call" is specified in the applicable Final Terms,
Senior Preferred
the Issuer may upon the occurrence of an MREL Disqualification Event redeem
Notes intended to
the Senior Preferred Notes intended to qualify as MREL Eligible Liabilities and
qualify as MREL
Senior Non-Preferred Notes, in whole but not in part, at any time, if the Issuer has
Eligible Liabilities
notified the Noteholders on giving not less than 30 nor more than 60 days'
and Senior Non-
irrevocable notice, or such other period of notice as is specified in the applicable
Preferred Notes for
Final Terms, in accordance with Condition 14 (Notices). Additionally, redemption
regulatory purposes of the Senior Preferred Notes intended to qualify as MREL Eligible Liabilities and
Senior Non-Preferred Notes is subject (i) the Issuer obtaining the prior permission
of the Relevant Resolution Authority pursuant to Article 77(2) CRR and (ii)
compliance with any other pre-conditions to, or requirements applicable to, such
redemption as may be required by the Relevant Resolution Authority, Competent
Authority or the Applicable MREL Regulations at such time.
The Issuer will redeem the Senior Preferred Notes intended to qualify as MREL
Eligible Liabilities and Senior Non-Preferred Notes in accordance with the Terms
and Conditions and subject to Condition 8.7 (Redemption, substitution and
variation for regulatory purposes of Senior Preferred Notes intended to qualify
as MREL Eligible Liabilities and Senior Non-Preferred Notes) at the Early
Redemption Amount specified in the applicable Final Terms together with
accrued interest (if any) to but excluding the date of redemption.
Substitution or
If "Substitution or Variation" is specified in the applicable Final Terms and if an
Variation of Senior
MREL Disqualification (as defined in Condition 8.7 (Redemption, substitution
Preferred Notes
and variation for regulatory purposes of Senior Preferred Notes intended to
intended to qualify
qualify as MREL Eligible Liabilities and Senior Non-Preferred Notes) of the
as MREL Eligible
Terms and Conditions of the Notes) has occurred and is continuing, then the Issuer
Liabilities and
may, subject to the prior permission of the Relevant Resolution Authority
Senior Non-
pursuant to Article 77(2) CRR (but without any requirement for the permission of
Preferred Notes
the Noteholders) and on giving not less than 30 nor more than 60 days' irrevocable
notice in accordance with Condition 14 (Notices) to the Noteholders, either
substitute all, but not some only, of the Senior Preferred Notes intended to qualify
as MREL Eligible Liabilities or Senior Non-Preferred Notes or vary the terms of
such Notes so that they remain or, as appropriate, become MREL Compliant
Notes.
Substitution or
If "Substitution or Variation" is specified in the applicable Final Terms and if a
Variation of the
Capital Event (in the case of Subordinated Notes specified in the applicable Final
Subordinated Notes
Terms as intended to qualify as Tier 2 Notes) and/or an MREL Disqualification
Event (in the case of Subordinated Notes specified in the applicable Final Terms

6