Obligation NIBC Banque 7.625% ( XS0269908074 ) en USD

NIBC Banque

100 % ⇌

Pays-Bas

XS0269908074 ( en USD )

7.625% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation NIBC Bank XS0269908074 en USD 7.625%, échéance Perpétuelle

5 000 USD

150 000 000 USD

18/10/2025 ( Dans 30 jours )

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 USD, avec le code ISIN XS0269908074, paye un coupon de 7.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS

NIBC Bank N.V.
(incorporated with limited liability under the laws of The Netherlands and having its corporate seat in The Hague)
__________________________________

U.S.$150,000,000 7.625 per cent. Perpetual Debt Securities
Issue price: 100 per cent.
__________________________________
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning as given to them in
the Terms and Conditions.
The U.S.$150,000,000 7.625 per cent. Perpetual Debt Securities (the Securities) of NIBC Bank N.V. (the Bank or the
Issuer) are perpetual securities and have no fixed redemption date. However, the Securities may be redeemed in whole
but not in part at the option of the Issuer, and subject to the prior approval of De Nederlandsche Bank, at their
principal amount together with all Deferred Coupons, if any, and accrued interest on 18 October 2011 or on any
Interest Payment Date thereafter. Prior redemption in case of tax or regulatory events may apply, subject to Condition
8.
The Securities will bear interest on their outstanding principal amount at 7.625 per cent. per annum payable annually
in arrear on 18 October. Payments of interest may be deferred, as more fully described in Condition 4, but any
Deferred Coupons will immediately become due in certain events, including if the Issuer (i) makes payments on its
Junior Securities, Parity Securities, Junior Guarantees or Parity Guarantees; or (ii) purchases or redeems its Junior
Securities, Parity Securities or any security benefiting from a Junior Guarantee or Parity Guarantee. Investors will
receive cash only but the moneys to satisfy such Deferred Coupons may only be raised by the issue of the Bank's
Payment Preference Shares, which, when sold, will provide cash applied for the amount due in respect of Deferred
Coupons. Upon the occurrence of a Supervisory Event, the Issuer will arrange for each Security to be substituted for a
Substituted Preference Share of the Bank, as described in Condition 6.
The Securities constitute direct, unsecured and subordinated obligations of the Issuer as described in Condition 2.
Application has been made to the Financial Services Authority in its capacity as competent authority under the
Financial Services and Markets Act 2000 (the FSMA), (the UK Listing Authority) for the Securities to be admitted to
the official list of the UK Listing Authority (the Official List) and to the London Stock Exchange plc (the London Stock
Exchange) for such Securities to be admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest
Market. References in this Prospectus to Securities being listed (and all related references) shall mean that such
Securities have been admitted to trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market and
have been admitted to the Official List or any other stock exchange and/or regulated market in the European Economic
Area. The London Stock Exchange's Gilt Edged and Fixed Interest Market is a regulated market for the purposes of
Directive 93/22/EEC (the Investment Services Directive).
This document has been approved by the UK Listing Authority as a prospectus within the meaning of Directive
03/71/EC (the Prospectus Directive).
The Securities shall have a denomination of U.S.$5,000 each. The Securities will initially be represented by a
temporary global Security (the Temporary Global Security), without interest coupons (Coupons), to be deposited with
a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear), and Clearstream
Banking, société anonyme (Clearstream, Luxembourg) on 18 October 2006. The Temporary Global Security will be
exchangeable for interests in a permanent global Security (the Permanent Global Security), without Coupons, from 27
November 2006 and upon certification of non-U.S. beneficial ownership. The Permanent Global Security will be
exchangeable for definitive Securities in bearer form, with Coupons attached, only in certain limited circumstances as
described in `Summary of Provisions Relating to the Securities While Represented by the Global Securities'.

MORGAN
STANLEY

The date of this Prospectus is 20 October 2006

The Bank accepts responsibility for the information contained in this document. To the best of the knowledge
and belief of the Issuer (who has taken all reasonable care to ensure that such is the case), the information
contained in this document is in accordance with the facts and does not omit anything likely to affect the import
of such information.
The Issuer has confirmed to Morgan Stanley & Co. International Limited (the Manager) that this Prospectus is
true and accurate in all material respects and is not misleading; that there are no other facts in relation to the
information contained or incorporated by reference herein the omission of which would, in the context of the
issue of the Securities, make any statement herein misleading in any material respect; and that all reasonable
enquiries have been made to verify the foregoing.
This document should be read and construed with any supplement thereto and with any other documents
incorporated by reference.
The Issuer has not authorised the making or provision of any representation or information regarding the Issuer
or the Securities other than as contained or incorporated by reference in this Prospectus or as approved for such
purpose by the Issuer. Any such representation or information should not be relied upon as having been
authorised by the Issuer or the Manager or the Trustee.
No representation or warranty is made or implied by the Manager or any of its affiliates, or the Trustee and
neither the Manager nor any of its affiliates nor the Trustee makes any representation or warranty or accepts
any responsibility, as to the accuracy or completeness of the information contained herein.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Security shall, in any
circumstances, create any implication that there has been no adverse change in the financial situation of the
Issuer since the date hereof.
The distribution of this Prospectus and the offering, sale and delivery of the Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Manager to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of Securities and on the distribution of this Prospectus and other
offering material relating to the Securities see "Subscription and Sale". In particular, the Securities have not
been and will not be registered under the United States Securities Act of 1933 (as amended) and are subject to
U.S. tax law requirements. Subject to certain exceptions, Securities may not be offered, sold or delivered within
the United States or to U.S. persons.
This Prospectus does not constitute an offer or an invitation to subscribe for or purchase any Securities and
should not be considered as a recommendation by the Issuer or the Manager that any recipient of this
Prospectus should subscribe for or purchase any Securities. Each recipient of this Prospectus shall be taken to
have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer.
All references in this Prospectus to EUR or euro are to the single 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 and to U.S.$ or U.S. dollars are to the currency of the United States of America.
2

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this document:
(1)
the audited financial statements of the Issuer in respect of the financial years ended 31st December, 2004 and
2005;
(2)
the corrections to the annual accounts of the Issuer in respect of the financial year ended 31st December, 2005;
(3)
the unaudited financial statements of the Issuer in respect of the six months ended 30th June 2006; and
(4)
the Bank's articles of association.
The Issuer and the Paying Agents (at their specified offices) will provide, without charge, to each person to whom a
copy of this Prospectus has been delivered, upon the request of any such person, a copy of any or all of the documents
incorporated herein by reference. Written or telephone requests for such documents should be directed to the Issuer, the
specified office of any Paying Agent.
IN CONNECTION WITH THE ISSUE OF SECURITIES, MORGAN STANLEY & CO. INTERNATIONAL
LIMITED IN ITS CAPACITY AS STABILISING MANAGER (OR ANY AGENT OF MORGAN STANLEY &
CO. INTERNATIONAL LIMITED) MAY OVER-ALLOT (PROVIDED THAT THE AGGREGATE
PRINCIPAL AMOUNT OF SECURITIES ALLOTTED DOES NOT EXCEED 105 PER CENT. OF THE
AGGREGATE PRINCIPAL AMOUNT OF THE SECURITIES) OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE MARKET PRICE OF THE SECURITIES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING MANAGER)
WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER
OF SECURITIES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NOT
LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE SECURITIES AND 60
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE SECURITIES.
3

TABLE OF CONTENTS
Page
SUMMARY OF THE SECURITIES ................................................................................................................................. 5
RISK FACTORS ................................................................................................................................................................ 8
CONDITIONS OF THE SECURITIES............................................................................................................................ 11
SUMMARY OF PROVISIONS RELATING TO THE SECURITIES WHILE REPRESENTED BY THE GLOBAL
SECURITIES.................................................................................................................................................................... 27
USE OF PROCEEDS ....................................................................................................................................................... 29
BUSINESS DESCRIPTION OF NIBC BANK N.V. ....................................................................................................... 30
SUPERVISION AND REGULATION ............................................................................................................................ 36
NETHERLANDS TAXATION........................................................................................................................................ 40
SUBSCRIPTION AND SALE ......................................................................................................................................... 42
GENERAL INFORMATION........................................................................................................................................... 44

4

SUMMARY OF THE SECURITIES
This summary must be read as an introduction to this Prospectus and any decision to invest in any Securities
should be based on a consideration of this Prospectus as a whole, including the documents incorporated by
reference. Following the implementation of the relevant provisions of the Prospectus Directive in each Member
State of the European Economic Area no civil liability will attach to the Responsible Persons in any such
Member State in respect of this Summary (including any translation hereof required by the competent authority
of any Member State where an offer to the public of the Securities may be made) unless it is misleading,
inaccurate or inconsistent when read together with other parts of this Prospectus. Where a claim relating to
information contained in this Prospectus is brought before a court in a Member State of the European Economic
Areas, the plaintiff may, under the national legislation of the Member State where the claim is brought, be
required to bear the costs of translating the Prospectus before the legal proceedings are initiated.
The following summary refers to certain provisions of the Terms and Conditions of the Securities. Any defined terms
used in this summary have the meanings given to them in the Conditions of the Securities.

The Issuer .............................................
NIBC Bank N.V., a bank incorporated as a public limited liability company
incorporated on 31st October, 1945 whose statutory seat is in The Hague,
The Netherlands and is registered at the Chamber of Commerce of The
Hague under number 27032036, and whose registered address is
Carnegieplein 4, 2517 KJ, The Hague, The Netherlands.
Trustee .................................................. The
Law
Debenture Trust Corporation p.l.c.
Risk Factors ..........................................
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Securities. These are set out under "Risk Factors"
below. In addition, there are certain factors which are material for the
purpose of assessing the market risk associated with the Securities, see
"Risk Factors".
Redemption...........................................
The Securities are perpetual securities and have no maturity date. The
Securities are redeemable in whole but not in part at the option of the
Issuer, and subject to the prior approval of De Nederlandsche Bank N.V.
(the DNB), at their principal amount together with all Deferred Coupons, if
any, and interest accrued to but excluding the date of redemption on 18
October 2011 (the First Call Date) or any Interest Payment Date thereafter.
Interest ..................................................
The Securities will pay interest at a rate of 7.625 per cent. per annum.
Interest payable on each Interest Payment Date will be calculated on an
actual/actual (following, unadjusted) basis and will accrue from and
including the immediately preceding Interest Payment Date (or the Issue
Date with respect to the interest payable on the first anniversary of the Issue
Date) to but excluding the next relevant Interest Payment Date (each such
period, an Interest Period).
The Issuer will be required to pay interest (a Mandatory Payment Event)
on the Securities in full:
(i)
for the Interest Period with a related Interest Payment Date that
occurs on or immediately following the date of the Issuer's
approved annual accounts, if those accounts reflect that the Issuer
has earned Distributable Profits (as defined below) for the
preceding financial year;
(ii)
if the Issuer declares, pays or distributes a dividend or makes a
payment (other than a dividend in the form of Ordinary Shares) on
any of the Issuer's Junior Securities or Parity Securities or makes a
payment on a Junior Guarantee or Parity Guarantee;
(iii)
if any of the Issuer's undertakings declares, pays or distributes a
dividend on any security or other instrument issued by it benefiting
5

from a Junior Guarantee or Parity Guarantee or makes a payment
(other than a dividend in the form of ordinary shares) on any
security or other instrument issued by it benefiting from a Junior
Guarantee or Parity Guarantee;
(iv)
(with limited exceptions), if the Issuer or any of its undertakings
redeems, purchases or otherwise acquires for any consideration
any of the Issuer's Junior Securities, any Parity Securities or any
securities or other instruments issued by any of the Issuer's
undertakings benefiting from a Junior Guarantee or Parity
Guarantee.
In addition, if any of the events in (i) to (iv) above occur, Deferred Coupons
will become mandatorily due and payable from the date of such occurrence.

Distributable Profits for any particular year means the reported net profit
for the Issuer, determined in each case after tax and extraordinary items for
such year, as derived from the audited consolidated profit and loss account
of NIBC Bank N.V. as established by the general meeting of Shareholders
of NIBC Bank N.V. in accordance with its articles of association.
Optional deferral of interest..................
The Issuer may at its option defer an interest payment if, since the last
Interest Payment Date on which interest was paid (or, in the case of the first
Interest Payment Date, the Issue Date) no Mandatory Payment Event has
occurred on or before the 20th Business Day preceding the relevant Interest
Payment Date on which such interest payment, in the absence of deferral,
would be due and payable.
Payments that are not made will be treated as Deferred Coupons.
Interest Payment Dates .........................
Subject as described below, Coupons will be payable on 18 October
annually in arrear.
Subordination .......................................
The rights and claims of the investors in Securities are subordinated to all
obligations of the Issuer including tier 2 instruments. Upon any winding-up
or liquidation of the Issuer, the holder of each Security will effectively from
a financial point of view rank pari passu with the holders of the most senior
class or classes of preference shares (if any) or other hybrid tier 1 securities,
issued directly or indirectly, or guarantees ranking effectively from a
financial point of view pari passu with such preference shares (if any) or
other hybrid tier 1 securities of the Issuer then in issue (collectively such
preference shares and guarantees will be Parity Securities) and in priority
to all other shareholders of the Issuer.

So long as any of the Securities remains outstanding, the Issuer will not
issue any preference shares (or securities akin to preference shares as
regards distributions or return of assets upon liquidation) or give any
guarantee or contractual support arrangement in respect of any of the
Issuer's preference shares or such other securities or in respect of any other
subsidiary if such preference shares, preferred securities, guarantees or
contractual support arrangements would rank (as regards distributions or
return of assets upon liquidation) senior to the Securities, unless the Issuer
alters the terms of the Securities such that the Securities rank pari passu
effectively from a financial point of view with any such preference shares,
such other similar securities or such guarantee or support undertaking.
Alternative Coupon Satisfaction
The Issuer must satisfy its obligations to pay any Deferred Coupons only by
Mechanism ...........................................
issuing a sufficient value of preference shares such that when such
preference shares are sold, such sale will provide enough cash to enable the
Issuer to make full payments to investors in the Securities in respect of the
relevant payment. The Shareholders of the Issuer will have a right of first
refusal regarding the preference shares issued under the Alternative Coupon
Satisfaction Mechanism.
6

The shareholders of the Issuer have authorised the issuance of sufficient
preference shares to enable the Issuer to meet its obligations for one year's
Coupons in accordance with the Alternative Coupon Satisfaction
Mechanism. In the event that further preference shares are required, the
Issuer will seek authorisation for further issues from its shareholders.
Dividend Stopper..................................
The Issuer will agree in the Trust Deed that, as long as Deferred Coupons
are outstanding, the Issuer will not recommend to its shareholders and, to
the fullest extent permitted by applicable law, will otherwise act to prevent,
any action that would constitute a Mandatory Payment Event (other than a
Mandatory Payment Event arising out of the existence of Distributable
Profits).
Supervisory Event.................................
Upon the occurrence of a Supervisory Event, the Securities will be
automatically converted in whole and not in part to perpetual preference
shares of the Issuer (Converted Preference Shares). A Supervisory
Event occurs when the amount of capital of the Issuer on a consolidated
basis declines below the minimum percentage stipulated by the DNB from
time to time in accordance with the Basle Accord in its general guidelines
(currently, total capital ratio of 8% on a consolidated basis).
Converted Preference Shares ...............
The Converted Preference Shares will be preference shares directly issued
by the Issuer to investors in Securities in exchange for their Securities
following a Supervisory Event. The liquidation preference of the Converted
Preference Shares so issued will equal the principal amount of the
Securities together with Deferred Coupons and all other amounts
outstanding thereon (including Additional Amounts, if any).
The Issuer will take all reasonable steps to ensure that it will have a
sufficient number of authorised but unissued Converted Preference Shares
to permit the substitution of all outstanding Securities.
Additional Amounts ............................
The Issuer will pay additional amounts (Additional Amounts) to investors
in Securities to gross up Coupon payments upon the imposition of Dutch
withholding tax, subject to customary exceptions.
Tax/Regulatory Redemption.................
Tax: Upon the occurrence of certain changes in the treatment of the
Securities for taxation purposes (loss of deductibility or payments subject to
withholding tax), the Issuer may, subject to the prior consent of the DNB,
redeem all, but not some only, of the Securities at any time at the principal
amount per Security together with Deferred Coupons and all other amounts
outstanding thereon.
Regulatory: The Securities will constitute Tier 1 Capital for the purposes
of the DNB's capital adequacy regulation of the Issuer. If at any time, the
DNB gives notice to the Issuer to the effect that the Securities may not be
included in the consolidated Tier 1 Capital of the Issuer, other than through
exceeding Tier 1 limits, the Issuer may, redeem the Securities at the early
redemption date for the principal amount per Security together with
Deferred Coupons and all other amounts outstanding.
Rating ...................................................
The Securities are expected to be assigned, on issue, a rating of Baa2 by
Moody's Investors Services Ltd. and a rating of BBB by Standard & Poor's
Ratings Services. A credit rating is not a recommendation to buy, sell or
hold securities and may be subject to revision, suspension of withdrawal at
any time by the relevant rating organisation.
Governing Law .....................................
The Securities will be governed by English law, save that the subordination
provisions will be governed by the laws of The Netherlands.

7

RISK FACTORS
An investment in the Securities involves certain risks. You should carefully consider the following factors in addition to
the other information included in this Prospectus before deciding to purchase any Securities. There may be additional
risks and uncertainties that are not presently known to the Bank, or that the Bank currently does not deem relevant. The
following factors are not meant to be an exhaustive listing of all risks associated with the purchase of the Securities.
RISK FACTORS RELATING TO THE ISSUER
The Issuer's results can be adversely affected by general economic conditions and other business conditions
The Issuer's business is materially affected by conditions in the financial markets in which it operates as well as in the
global financial markets. Difficult market and economic conditions and resulting market uncertainty may have an
adverse effect on the demand for the Issuer's services and products, and could increase price competition, thereby
decreasing revenues. As a result, the Issuer's operating income would likely decline and, if it were unable to similarly
reduce expenses, operating profit margins would erode and liquidity would be impaired. In addition, a large portion of
the Issuer's operating income is generated from activities in Northwest Europe, specifically The Netherlands, Germany,
and the U.K. As the Issuer's focus on these markets will continue, its income and profitability will be primarily driven
by market conditions in this region, and may fluctuate according to the region's current economic, regulatory, and
political conditions.
The Issuer's performance is subject to substantial competitive pressures that could adversely affect its results of
operations
The financial services industry in general is intensely competitive. Larger and better capitalised competitors, or
competitors with more specialised product offerings or closer relationships to companies in the Issuer's target markets,
may be better able to respond to changes in the financial services industry. These competitors may also be better able to
enter into product areas in which the Issuer specialises, to better compete for skilled personnel, to finance acquisitions,
to fund internal growth and to compete for market share, as a result of which the Issuer could lose market share or
experience slower growth.
Regulatory changes could adversely affect the Issuer's business
As a participant in the financial services industry, the Issuer is subject to extensive regulation in multiple jurisdictions.
Current regulations are pervasive and new regulations are introduced frequently. Such regulations, including the
Capital Accord (Basel II), may, among other things, restrict the Issuer's business or require it to incur significant costs.
The Issuer faces the risk of significant intervention by regulatory authorities in all jurisdictions in which it conducts its
business, including extended investigation and surveillance activity, adoption of costly or restrictive new regulations
and judicial or administrative proceedings. Among other things, the Issuer could be fined, prohibited from engaging in
certain business activities or subjected to limitations or conditions on certain business activities. New laws or
regulations, including tax laws and treaties, or changes in the enforcement of existing laws or regulations, may also
adversely affect the Issuer's business. Significant regulatory or legal action against the Issuer could have a material
financial effect or cause significant reputational harm, which in turn could adversely affect its business prospects.
There is operational risk associated with the Issuer's industry which, when realised, may have an adverse impact
on its results
The Issuer faces operational risks arising from errors made in the confirmation or settlement of transactions or from
transactions not being properly recorded, documented, evaluated, verified or accounted for. The Issuer's businesses are
highly dependent on its ability to process, document and execute, on a rapid basis, a large number of transactions across
several and diverse markets and in multiple currencies. The transactions the Issuer processes have become increasingly
complex, and it consequently relies heavily on its financial, accounting and other data processing systems. If any of
these systems do not operate properly or are disabled, the Issuer could suffer financial loss, a disruption of its
businesses, liability to clients, regulatory intervention or reputational damage. As a result of growth in data volume and
complexity, the Issuer may need to expend significant resources to upgrade and expand its systems in the future. In
addition, the business continuity plans the Issuer has in place to provide data backup, alternative trading facilities or
address system and other disruptions are currently being upgraded and may prove inadequate or fail, in part or entirely.
The Issuer's insurance policies do not provide coverage for losses or damages due to business interruption, and should
its business continuity plans prove inadequate or fail, the Issuer could face costs or liabilities related to any disruption in
its activities. In addition, the risk management policies and procedures that the Issuer has implemented may not be fully
effective in identifying, mitigating, and managing its risks, and it may thereby experience unanticipated disruption of its
operations and consequent losses which could have a material adverse effect on its business, resulting from operational
and financial conditions. The Issuer could further be subject to risk resulting from credit exposure, fluctuations in credit
spreads, fluctuations in the Dutch mortgage market, changes in interest rates, liquidity risk, credit rating downgrade,
8

faulty strategic planning, and employee misconduct, all of which could have a material adverse effect on its financial
condition and results of operations, as well as the price of the Securities.
RISK FACTORS RELATING TO THE SECURITIES
The Bank may defer payments on the Securities for any period of time.
Unless a Mandatory Payment Event occurs, the Bank may elect to defer payments on the Securities for any period of
time, subject to the suspension of payments on the Bank's Junior Securities, Parity Securities, Junior Guarantees or
Parity Guarantees. Any such deferred payments will not accrue interest unless and until they become due and payable
under the Trust Deed and the Securities and are not paid. See "Conditions of the Securities Condition 4 (Optional
Deferral of Interest)".
The Securities are perpetual securities, and investors will have no right to call for their redemption.
The Securities are perpetual securities and have no fixed maturity date or redemption date. The Bank is under no
obligation to redeem the Securities at any time and investors will have no right to call for their redemption.
The Bank may redeem the Securities at any time if certain adverse tax or regulatory events occur. The Bank
may also redeem the Securities at its option on the fifth anniversary of the Issue Date or on any Interest Payment
Date thereafter.
Any redemption of the Securities will be subject to the conditions described under "Conditions of the Securities
Condition 8 (Redemption and Purchase)".
The Bank is not prohibited from issuing further debt, which may rank pari passu with or senior to the Securities
or further preference shares which may effectively rank pari passu with the Securities.
Subject only to the conditions described in "Conditions of the Securities Condition 2 (Status and Subordination)"
there is no restriction on the amount of debt that the Bank may issue, which ranks senior to the Securities or on the
amount of securities (including preference shares) that the Bank may issue, which ranks pari passu with the Securities.
The issue of any such debt or securities may reduce the amount recoverable by investors upon the Bank's bankruptcy or
may increase the likelihood of a deferral of payments on the Securities. Any preference shares issued pursuant to the
Alternative Coupon Satisfaction Mechanism will effectively rank pari passu with the Securities.
The Bank may defer payments that it is required to make pursuant to the Alternative Coupon Satisfaction
Mechanism should the Bank fail to have a sufficient number of preference shares available for issue.
If the Bank is to make a payment using the Alternative Coupon Satisfaction Mechanism and the Bank has an
insufficient number of preference shares available for issue, then the Bank's payment obligation will be suspended to
the extent of such insufficiency until such time as sufficient preference shares are available to satisfy all or part of the
suspended payment obligation, as more fully described under "Conditions of the Securities Condition 5.2 (Alternative
Coupon Satisfaction Mechanism Insufficiency of Payment Preference Shares)".
There are limitations on the remedies available to investors and the Trustee should the Bank fail to pay amounts
due on the Securities.
If an Event of Default occurs and is continuing regarding the Securities, the Trustee may institute bankruptcy
proceedings against the Bank in The Netherlands, but not elsewhere. The Trustee may not, however, declare the
principal amount of any outstanding Security to be due and payable or pursue any other legal remedy, including
commencing a judicial proceeding for the collection of sums due and unpaid. Although there is some doubt under Dutch
law whether the Trustee would be permitted to commence a bankruptcy proceeding in The Netherlands, if for any
reason the Trustee is unwilling or unable to do so, any holder of the Securities with a due and payable claim will be
permitted to commence such proceedings in accordance with Dutch bankruptcy law and the Trust Deed. See
"Conditions of the Securities Condition 11 (Events of Default)".
Investors will be deemed to have waived all rights of set-off.
Subject to applicable law, investors may not exercise or claim any right of set-off in respect of any amount the Bank
owes the investors arising under or in connection the Securities and investors will be deemed to have waived all such
rights of set-off. See "Conditions of the Securities Condition 2.4 (Status and Subordination No set off)".
If certain supervisory events occur, the Securities will be substituted into a preference share without the consent
of holders which could have adverse consequences for holders.
9

Upon the occurrence of a Supervisory Event, the Issuer will arrange for each Security to be substituted for a Substituted
Preference Share of the Bank. See "Conditions of the Securities Condition 6 (Supervisory Event)".
Distributions on Substituted Preference Shares are not cumulative. Investors will not be entitled to recover
missed Distributions.
Distributions on the Substituted Preference Shares are not cumulative. Distributions on the Substituted Preference
Shares are only payable with respect to any distribution period if, for the corresponding distribution period, distributions
on the Substituted Preference Shares are declared and authorised to be paid by the general meeting of the Bank.
Consequently, if, for any reason, distributions on the Substituted Preference Shares are not declared for any distribution
period, the holders of Substituted Preference Shares will not be entitled to recover such distributions, whether or not
funds are or subsequently become available, or distributions of the Substituted Preference Shares are declared for any
future distribution period. Under its articles of association, the Issuer can only pay dividends on its ordinary shares in
respect of any year if Distributions in respect of that year have been paid in full on the Substituted Preference Shares.
The Securities and the Substituted Preference Shares, if issued, are a new issue of securities, and there is no
assurance that a trading market will exist or that it will be liquid.
The Securities and the Substituted Preference Shares, if issued, are a new issue of securities and have no established
trading market. There can be no assurance that an active trading market will develop. Even if an active trading market
does develop, no one, including the Manager, is required to maintain its liquidity. The liquidity and the market prices
for the Securities and the Substituted Preference Shares, if issued, can be expected to vary with changes in market and
economic conditions, the Bank's financial condition and prospects and other factors that generally influence the market
prices of securities.
10