Obligation ING Groep N.V. 0.418% ( XS1220086141 ) en EUR

ING Groep N.V.

100 % ▲

Pays-bas

XS1220086141 ( en EUR )

0.418% par an ( paiement annuel )

16/04/2025 - Obligation échue

Prospectus brochure de l'obligation ING Bank N.V XS1220086141 en EUR 0.418%, échue

100 000 EUR

2 000 000 000 EUR

ING Bank N.V. est une banque multinationale néerlandaise offrant une large gamme de services financiers, notamment la banque de détail, la banque d'investissement et la gestion d'actifs, à travers le monde.

L'obligation identifiée par le code ISIN XS1220086141 représente une émission de dette de l'institution financière multinationale néerlandaise ING Bank N.V., un acteur bancaire majeur opérant à l'échelle mondiale. Émise depuis les Pays-Bas et libellée en euros (EUR), cette obligation présentait un taux d'intérêt annuel fixe de 0,418%, avec un volume total d'émission s'élevant à 2 milliards d'euros (2 000 000 000 EUR) et un montant minimal d'acquisition fixé à 100 000 EUR, son prix sur le marché ayant été enregistré à 100% de sa valeur nominale et prévoyant une fréquence de paiement annuelle des intérêts; initialement prévue pour arriver à maturité le 16 avril 2025, il est confirmé que cette obligation a effectivement atteint son terme et a été intégralement remboursée.

ING BANK N.V.
(incorporated with limited liability under the laws of The Netherlands with its corporate seat in Amsterdam)
5,000,000,000
Soft Bullet Covered Bonds Programme
guaranteed as to payments of interest and principal by
ING SB Covered Bond Company B.V.
(incorporated with limited liability under the laws of The Netherlands with its corporate seat in Amsterdam)
Under this covered bonds programme (the "Programme"), ING Bank N.V. (the "Issuer" or the "Bank") may from time to time issue covered bonds with an extendable
maturity date in global or definitive and in bearer or registered form (the "Covered Bonds") guaranteed as to payment of interest and principal by ING SB Covered Bond
Company B.V. (the "SB CBC").
This Base Prospectus constitutes, when read together with the Registration Document (as defined below), a base prospectus for the purposes of Article 5.4 of Directive
2003/71/EC, as amended from time to time, which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a
relevant member state (the "Prospectus Directive").
The SB CBC has as an independent obligation irrevocably undertaken to pay interest and principal payable under the Covered Bonds to the Covered Bondholders pursuant to
the Guarantee issued under the Trust Deed and has pledged and will pledge to the Trustee the Transferred Assets (all as defined herein) and certain other assets as security
therefor. Recourse against the SB CBC under the Guarantee will be limited to the Transferred Assets and such other assets. Neither the Covered Bonds nor the Guarantee of
the SB CBC will contain any provision that would oblige the Issuer or the SB CBC to gross up any amounts payable thereunder in the event of any withholding or deduction for
or on account of taxes levied in any jurisdiction.
Subject as set out herein, the Covered Bonds will be subject to such minimum or maximum maturity as may be allowed or required from time to time by the relevant central
bank (or regulatory authority) or any laws or regulations applicable to the Issuer or the relevant Specified Currency (as defined herein), provided that the maximum maturity for
any Tranche of Covered Bonds will be 45 years. The aggregate nominal amount of all Covered Bonds from time to time outstanding will not exceed 5,000,000,000 (or its
equivalent in other currencies calculated as described herein).
The Covered Bonds will be issued on a continuing basis by the Issuer to purchasers thereof, which may include any Dealers appointed under the Programme from time to time,
which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers"). The Dealer or Dealers with whom the Issuer agrees or
proposes to agree on the issue of any Covered Bonds is or are referred to as the "relevant Dealer" in respect of those Covered Bonds.
The minimum denomination of Covered Bonds offered by the Issuer will be (i) such denomination as may be allowed or required from time to time by the relevant central bank
(or regulatory authority) or any laws or regulations applicable to the relevant Specified Currency (as defined below) and (ii) in respect of Covered Bonds which will be offered
to the public within a member state of the European Economic Area ("EEA") or for which the Issuer will seek their admission to trading on a regulated market situated or
operating within such a member state, in each case in circumstances which would require the approval of a prospectus under the Prospectus Directive (as defined below),
100,000 (or its equivalent in any other currency at the date of issue of the Covered Bonds). Covered Bonds may be denominated in any currency determined by the Issuer and
the relevant Dealer.
This Base Prospectus was approved in respect of its English language content on 12 August 2014 by the Dutch Stichting Autoriteit Financiële Markten (the Netherlands
Authority for the Financial Markets) (the "AFM") as competent authority under the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht), implementing the
Prospectus Directive. The AFM has been requested to provide the Commission de Surveillance du Secteur Financier as competent authority under the Luxembourg Law dated
10 July 2005 as amended with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
Application has been made for the Covered Bonds to be issued by the Issuer under the Programme during the period of 12 months from the date of this Base Prospectus to be
listed on Euronext Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam") and to be admitted to the official list of the Luxembourg Stock
Exchange (the "Official List") and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange"). Covered
Bonds issued by the Issuer may be listed on such other or further stock exchange or stock exchanges as may be determined by the Issuer, the SB CBC, the Trustee and the
relevant Dealer (as the case may be), and may be offered to the public in other jurisdictions also. The Issuer may also issue unlisted and/or privately placed Covered Bonds.
References in this Programme to Covered Bonds being "listed" (and all related references) shall mean that such Covered Bonds have been admitted to trading and have been
listed on Euronext Amsterdam and/or the Official List and the Luxembourg Stock Exchange (as the case may be) and/or such other or future stock exchange(s) which may be
agreed and which are specified in the applicable final terms (the "Final Terms") in the form, or substantially in the form, set out herein.
The Issuer has a senior debt rating from Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's" or "S&P") of A (outlook negative) and from Fitch
Ratings Ltd. ("Fitch") of 'A+'/'F1+' (outlook negative). Standard & Poor's and Fitch are established in the European Union and are registered under the Regulation (EC) No
1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended from time to time (the "CRA Regulation").
The Covered Bonds are expected on issue to be assigned a rating from Fitch of 'AAA' and a rating from Standard & Poor's of AAA respectively, to the extent each such agency
is a Rating Agency (as defined below) at the time of the issue of the Covered Bonds. Other Tranches of Covered Bonds issued under the Programme may be rated or unrated.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
This Base Prospectus is to be read in conjunction with any supplement hereto and any Final Terms hereto and with all documents which are deemed to be incorporated in it by
reference (see Section D.1 (Documents incorporated by reference) below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated
into, and form part of, this Base Prospectus.
Investing in Covered Bonds issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the SB CBC to fulfil
their respective obligations under the Covered Bonds are discussed in the section entitled "Risk Factors".
Arranger
ING
BASE PROSPECTUS DATED 12 August 2014
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The Issuer accepts responsibility for the information contained in this Base Prospectus and the SB CBC
accepts responsibility for the information contained in this Base Prospectus in the Sections B.1
(Overview) under "Guarantor", 2.3 (SB CBC), 8 (General Information) under "Authorisation" (as far as it
relates to authorisation by the SB CBC of the giving of the Guarantee), "No significant or material
adverse change", "Litigation", "Auditor of the SB CBC" and under "Limited action since incorporation of
SB CBC" below. To the best of the knowledge of the Issuer and the SB CBC (which have each taken all
reasonable care to ensure that such is the case) the information contained in this Base Prospectus (in the
case of the SB CBC, the sections relating to the SB CBC referred to above) is in accordance with the facts
and does not omit anything likely to affect the import of such information.
In relation to each separate issue of Covered Bonds, the issue price and the amount of such Covered
Bonds will be determined before filing of the relevant Final Terms of each issue, based on then prevailing
market conditions at the time of the issue of the Covered Bonds, and will be set out in the relevant Final
Terms. The Final Terms will be provided to investors and filed with the competent authority for the
purposes of the Prospectus Directive when any public offer of Covered Bonds is made in the EEA as soon
as practicable and if possible in advance of the beginning of the offer. Notice of the aggregate nominal
amount of Covered Bonds, interest (if any) payable in respect of Covered Bonds, the issue price of
Covered Bonds and any other terms and conditions not contained herein which are applicable to each
Tranche of Covered Bonds will be set forth in the Final Terms for the particular issue.
The Covered Bonds issued under the Programme will include (i) fixed rate Covered Bonds ("Fixed Rate
Covered Bonds"), (ii) floating rate Covered Bonds ("Floating Rate Covered Bonds") and (iii) zero
coupon Covered Bonds ("Zero Coupon Covered Bonds"). The Issuer, with the agreement of the SB
CBC, the Trustee and the relevant Dealer, may decide to issue Covered Bonds in a form not contemplated
by the various terms and conditions of the Covered Bonds herein. In any such case, or in any other
relevant case, either a supplement to this Base Prospectus, if appropriate, will be made available which
will describe the form of such Covered Bonds or such Covered Bonds will not be issued under this Base
Prospectus.
To the fullest extent permitted by law, none of the Dealers or the Arranger (which terms, for the
avoidance of doubt, exclude ING Bank N.V. in its capacity as Issuer) accept any responsibility for the
contents of this Base Prospectus or for any other statement, made or purported to be made by an Arranger
or a Dealer or on its behalf in connection with the Issuer, the SB CBC, the Trustee or the issue and
offering of the Covered Bonds. Each Arranger and each Dealer accordingly disclaims all and any liability
whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have
in respect of this Base Prospectus or any such statement.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other information supplied in connection with the
Programme and, if given or made, such information or representation must not be relied upon as having
been authorised by the Issuer, the SB CBC and the Trustee or any of the Dealers appointed by the Issuer.
Neither this Base Prospectus nor any other information supplied in connection with the Programme
should be considered as a recommendation by the Issuer, the SB CBC and the Trustee or any of the
Dealers or the Arranger that any recipient of this Base Prospectus or any other information supplied in
connection with the Programme should purchase any Covered Bonds. Each investor contemplating
purchasing any Covered Bonds shall be taken to have made its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and the SB
CBC. Neither this Base Prospectus nor any other information supplied in connection with the Programme
or the issue of any Covered Bonds constitutes an offer or invitation by or on behalf of the Issuer, the SB
CBC or the Trustee or any of the Dealers or the Arranger to any person to subscribe for or to purchase
any Covered Bonds.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Covered Bonds shall in any circumstances imply that the information contained in it concerning the
Issuer, the SB CBC, the Bank in its capacity as initial originator (in such capacity, the "Initial
Originator") or concerning any member of the Group other than the Initial Originator which at the option
of the Issuer accedes to, amongst other things, the Programme Agreement as an Originator in accordance
with the Programme Agreement (a "New Originator" and together with the Initial Originator, the
"Originators" and each an "Originator") is correct at any time subsequent to the date hereof or that there
has been no adverse change, or any event reasonably likely to involve any adverse change, in the
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prospects or financial or trading position of the Issuer or the SB CBC since the date thereof or, if later, the
date upon which this Base Prospectus has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct at any time subsequent to the date
indicated in the document containing the same. The Dealers and the Trustee do not undertake to review
the financial condition or affairs of the Issuer, the SB CBC and the Originators during the life of the
Programme. Investors should carefully review and evaluate, inter alia, the most recent financial
statements of the Issuer when deciding whether or not to purchase any Covered Bonds. Neither the Issuer
nor the SB CBC has any obligation to update this Base Prospectus, except when required by and in
accordance with the Prospectus Directive.
None of the Issuer, the SB CBC, the Arranger or any Dealer represents that this Base Prospectus or any
Final Terms may be lawfully distributed, or that Covered Bonds 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, the SB CBC, the Arranger or any Dealer under the
Programme which would permit a public offering of the Covered Bonds or distribution of this Base
Prospectus or any Final Terms in any jurisdiction where action for that purpose is required, other than (if
so indicated in the relevant Final Terms), with respect to the Issuer in certain Member States of the EEA,
provided that the minimum denomination of Covered Bonds offered by the Issuer will be (i) such
denomination as may be allowed or required from time to time by the relevant central bank (or regulatory
authority) or any laws or regulations applicable to the relevant Specified Currency and (ii) in respect of
Covered Bonds which will be offered to the public within a member state of the EEA or for which the
Issuer will seek their admission to trading on a regulated market situated or operating within such a
member state, in each case in circumstances which would require the approval of a prospectus under the
Prospectus Directive, 100,000 (or its equivalent in any other currency at the date of issue of the Covered
Bonds). Accordingly, the Covered Bonds may not be offered or sold, directly or indirectly, and neither
this Base Prospectus nor any Final Terms nor any advertisement or other offering material may be
distributed or published in any jurisdiction where such offer, sale, distribution and/or publication would
be prohibited and each Dealer will be required to represent that all offers and sales by it of Covered
Bonds will be made on these terms.
The distribution of this Base Prospectus and any Final Terms and the offer or sale of Covered Bonds may
be restricted by law in certain jurisdictions. Persons into whose possession this Base Prospectus, any
Final Terms or any Covered Bonds come must inform themselves about, and observe, any such
restrictions on the distribution of this Base Prospectus and any Final Terms and the offering and sale of
Covered Bonds. In particular, there are selling restrictions in relation to the United States, the United
Kingdom, Italy, The Netherlands, Japan and France and such other restrictions as may apply. See Section
1.5 (Subscription and Sale) below.
The Covered Bonds which may be issued under the Programme, are sophisticated instruments, can
involve a high degree of risk and are intended for sale only to those investors capable of understanding
the risk entailed in such instruments. Prospective purchasers of the Covered Bonds should ensure that
they understand the nature of the Covered Bonds and the extent of their exposure to risk and that they
understand the nature of the Covered Bonds as an investment in the light of their own circumstances and
financial condition. Prospective purchasers of the Covered Bonds should conduct their own
investigations and, in deciding whether or not to purchase Covered Bonds, should form their own views
of the merits of an investment related to the Covered Bonds based upon such investigations and not in
reliance upon any information given in this Base Prospectus and the applicable Final Terms. If in doubt
potential investors are strongly recommended to consult with their independent financial advisers before
making any investment decision.
Notice to U.S. Investors
The Covered Bonds have not been approved or disapproved by the U.S. Securities and Exchange
Commission, any state securities commission in the United States or any other U.S. regulatory authority,
nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the
Covered Bonds or the accuracy or the adequacy of this Base Prospectus. Any representation to the
contrary is a criminal offence in the United States.
Neither the Covered Bonds nor the Guarantee have been nor will they be registered under the Securities
Act or with any securities regulatory authority of any State or other jurisdiction of the United States.
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Accordingly, the Covered Bonds may not be offered, sold, pledged or otherwise transferred within the
United States or to or for the account or benefit of U.S. persons except in accordance with Regulation S
under the Securities Act or pursuant to an exemption from the registration requirements of the Securities
Act and any applicable state securities laws. Registered Covered Bonds issued by the Issuer may be
offered and sold in the United States exclusively to persons reasonably believed by the Issuer or the
Dealers (if any), to be QIBs (as defined herein). Each U.S. purchaser of Registered Covered Bonds
issued by the Issuer is hereby notified that the offer and sale of any Registered Covered Bonds to it may
be made in reliance upon the exemption from the registration requirements of the United States Securities
Act of 1933, as amended (the "Securities Act") provided by Rule 144A.
With respect to the issue and sale of the Covered Bonds in the United States, this Base Prospectus is
confidential and has been prepared by the Issuer solely for use in connection with the issue of the
Covered Bonds. In the United States, this Base Prospectus is personal to each person or entity to whom it
has been delivered by the Issuer or a Dealer or an affiliate thereof. Distribution in the United States of this
Base Prospectus to any person other than such persons or entities and those persons or entities, if any,
retained to advise such persons or entities is unauthorised and any disclosure of any of its contents,
without the prior written consent of the Issuer, is prohibited. Each prospective purchaser in the United
States, by accepting delivery of this Base Prospectus, agrees to the foregoing and agrees not to reproduce
all or any part of this Base Prospectus. This Base Prospectus is not a prospectus for the purposes of
Section 12(a)(2) or any other provision of or rule under the Securities Act.

Additionally, each purchaser of any of the Covered Bonds will be deemed to have made the
representations, warranties and acknowledgements, which are intended to restrict the resale or other
transfer of such Covered Bonds and which are described in this Base Prospectus (see Condition 19(j)
(Transfer and Exchange of Registered Global Covered Bonds) and Section 1.5 (Subscription and Sale))
and the applicable Final Terms. The Covered Bonds have not been nor will be registered under the
Securities Act, and such securities are subject to certain restrictions on transfer. If any Rule 144A
Covered Bonds are issued, prospective investors are hereby notified that the seller of any Covered Bond
may be relying upon the exemption from the provisions of Section 5 of the Securities Act provided by
Rule 144A. For a description of certain further restrictions on resale or transfer of the Covered Bonds, see
Condition 19(j) (Transfer and Exchange of Registered Global Covered Bonds) and Section 1.5
(Subscription and Sale) below and, if applicable, the relevant Final Terms.

Offers and sales of the Covered Bonds in the United States will be made by those Dealer(s) or their
affiliates that are registered broker-dealers under the United States Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or in accordance with Rule 15a-6 thereunder.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR
A LICENCE HAS BEEN FILED UNDER RSA 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY
IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE
AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO
BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
Available Information
To permit compliance with Rule 144A under the Securities Act in connection with the resales of
Registered Covered Bonds issued by the Issuer, the Issuer is required to furnish, upon request of a holder
of a Registered Covered Bond or a prospective purchaser designated by such holder, the information
required to be delivered under Rule 144A(d)(4) under the Securities Act. Registered Covered Bonds
issued by the Issuer are not transferable to other holders within the United States except upon satisfaction
of certain conditions as described under Section 1.5 (Subscription and Sale) below.
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This Base Prospectus includes general summaries of certain Dutch considerations and certain U.S. federal
income tax considerations relating to an investment in the Covered Bonds (see Section 1.4 (Taxation)
below). Such summaries may not apply to a particular Covered Bondholder (as defined in the terms and
conditions of the Covered Bonds). Any potential investor should consult its own tax adviser for more
information about the tax consequences of acquiring, owning and disposing of Covered Bonds in its
particular circumstances.
All references in this document to "EUR", "euro" and "" refer to the lawful currency introduced at the
start of the third stage of European economic and monetary union, pursuant to the Treaty establishing the
European Community as amended by the Treaty on European Union, those to "U.S. dollars" and "U.S.$",
refer to the lawful currency of the United States of America, those to "Japanese Yen" refer to the lawful
currency of Japan and those to "Sterling" refer to the lawful currency of the United Kingdom.
In connection with the issue of any Tranche of Covered Bonds, the Issuer or the Dealer(s) (if any)
named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in
the applicable Final Terms may over-allot Covered Bonds or effect transactions with a view to
supporting the market price of the Covered Bonds at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons
acting on behalf of a 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 the relevant Tranche of Covered Bonds is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Covered
Bonds and 60 days after the date of the allotment of the relevant Tranche of Covered Bonds. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or
persons acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and
rules.
The Issuer is a public company (naamloze vennootschap) incorporated under the laws of The Netherlands
with its registered office in Amsterdam, The Netherlands. Substantially all the officers and directors of
the Issuer reside in The Netherlands or in other jurisdictions outside of the United States. Most of the
Issuer's assets and substantially all of the assets of its executive officers and directors are located outside
the United States. As a result, it may not be possible for investors to effect service of process in the
United States upon the Issuer, or upon the Issuer's executive officers and directors, or to enforce against
the Issuer, or them, judgments obtained in U.S. courts predicated upon civil liability provisions of the
federal securities law or other laws of the United States.
The United States and The Netherlands do not currently have a treaty providing for reciprocal recognition
and enforcement of judgments rendered in connection with civil and commercial disputes. As a result, a
final judgment for the payment of damages based on civil liability rendered by a U.S. court, whether or
not predicated solely upon the federal securities laws of the United States, would not be enforceable in
The Netherlands. If the party in whose favour the final judgment is rendered brings a new suit in a
competent Dutch court, the party may submit to the Dutch court the final judgment that has been rendered
by the U.S. court. Such judgment will only be regarded by a Dutch court as evidence of the outcome of
the dispute to which the judgment relates, and a Dutch court may choose to rehear the dispute ab initio.
This Base Prospectus includes "forward-looking statements" within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical
fact included in this Base Prospectus, including, without limitation, those regarding the Issuer's financial
position, business strategy, plans and objectives of management for future operations, are forward-
looking statements. Such forward-looking statements involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of the Issuer, or
industry results, to be materially different from any future results, performance or achievements expressed
or implied by such forward-looking statements. Such forward-looking statements are based on numerous
assumptions regarding the Issuer's present and future business strategies and the environment in which the
Issuer will operate in the future. These forward-looking statements speak only as of the date of this Base
Prospectus or as of such earlier date at which such statements are expressed to be given. Subject to any
continuing disclosure obligation under applicable law (including, without limitation, the obligation to
prepare a supplement to this Base Prospectus pursuant to Article 16 of the Prospectus Directive), the
Issuer and the SB CBC expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statement contained herein to reflect any change in the Issuer's or the
SB CBC's expectations with regard thereto or any change in events, conditions or circumstances on which
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any such statement is based. The reader should, however, take into account any further disclosures of a
forward-looking nature the Issuer may make in future publications.
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CONTENTS

Page
A.
RISK FACTORS .............................................................................................................................. 1
B.
KEY FEATURES OF THE PROGRAMME ................................................................................. 43
C.
STRUCTURE DIAGRAM; PRINCIPAL TRANSACTION PARTIES; RATING TRIGGER
OVERVIEW ............................................................................................................................................... 53
D.
DOCUMENTS INCORPORATED BY REFERENCE; DEFINITIONS & INTERPRETATION 56
1
COVERED BONDS ........................................................................................................................... 58
1.1
FORM OF THE COVERED BONDS AND DTC INFORMATION ....................................... 58
1.2
FORM OF FINAL TERMS ...................................................................................................... 64
1.3
TERMS AND CONDITIONS OF THE COVERED BONDS ................................................. 77
1.4
TAXATION ............................................................................................................................ 114
1.5
SUBSCRIPTION AND SALE ................................................................................................ 131
1.6
TRUSTEE ............................................................................................................................... 141
1.7
USE OF PROCEEDS ............................................................................................................. 142
2
ASSET-BACKED GUARANTEE ................................................................................................... 143
2.1
GUARANTEE ........................................................................................................................ 143
2.2
SECURITY ............................................................................................................................. 145
2.3
SB CBC .................................................................................................................................. 148
3
GUARANTEE SUPPORT ............................................................................................................... 151
3.1
TRANSFERS .......................................................................................................................... 151
3.2
RETRANSFERS ..................................................................................................................... 156
3.3
ELIGIBLE ASSETS ............................................................................................................... 158
3.4
OVERVIEW OF THE DUTCH RESIDENTIAL MORTGAGE MARKET .......................... 170
3.5
MUNICIPALITY/NHG GUARANTEE PROGRAMME ...................................................... 175
3.6
ORIGINATION AND SERVICING BY INITIAL ORIGINATOR ....................................... 180
3.7
SUB-PARTICIPATION ......................................................................................................... 186
4
ASSET MONITORING ................................................................................................................... 189
4.1
ASSET COVER TEST ........................................................................................................... 189
4.2
PORTFOLIO TESTS .............................................................................................................. 193
4.3
AMORTISATION TEST ........................................................................................................ 194
4.4
SALE OR REFINANCING OF SELECTED ASSETS .......................................................... 196
4.5
ASSET MONITOR ................................................................................................................. 198
5
SERVICING AND CUSTODY ....................................................................................................... 200
5.1
SERVICING ........................................................................................................................... 200
5.2
SERVICERS ........................................................................................................................... 202
5.3
CUSTODY.............................................................................................................................. 203
6
SWAPS ......................................................................................................................................... 204
6.1
TOTAL RETURN SWAP ...................................................................................................... 206
6.2
INTEREST RATE SWAPS .................................................................................................... 208
6.3
STRUCTURED SWAPS ........................................................................................................ 209
7
CASHFLOWS .................................................................................................................................. 210
7.1
LEDGERS .............................................................................................................................. 214
7.2
POST-NOTICE-TO-PAY PRIORITY OF PAYMENTS ....................................................... 217
7.3
POST-SB CBC-ACCELERATION-NOTICE PRIORITY OF PAYMENTS ........................ 220
7.4
SB CBC ACCOUNTS ............................................................................................................ 222
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GENERAL INFORMATION .......................................................................................................... 224
INDEX OF DEFINED TERMS ............................................................................................................... 228

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A.
RISK FACTORS
The Issuer believes that the following factors, and the risk factors relating to the Issuer contained in the
Registration Document, may affect its ability to fulfil its obligations under Covered Bonds issued under
the Programme. Most of these factors are contingencies which may or may not occur and the Issuer is
not in a position to express a view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with
Covered Bonds issued under the Programme are also described below.
The Issuer believes that the factors described below, and the risk factors relating to the Issuer contained
in the Registration Document, represent the risks material to investing in Covered Bonds issued under the
Programme, but the inability of the Issuer and the SB CBC to pay interest, principal or other amounts on
or in connection with any Covered Bonds or the Guarantee, as applicable, may occur for other reasons
and the Issuer does not represent that the statements below, and the risk factors relating to the Issuer
contained in the Registration Document, regarding the risks of holding any Covered Bonds are
exhaustive. Additional risks not currently known to the Issuer or that the Issuer now views as immaterial
may also have a material adverse effect on the Issuer's future business, operating results or financial
condition and affect an investment in Covered Bonds issued under the Programme. Prospective investors
should also read the detailed information set out elsewhere in this Base Prospectus, and the risk factors
relating to the Issuer contained in the Registration Document, and reach their own views prior to making
any investment decision.
Before making an investment decision with respect to any Covered Bonds, prospective investors should
form their own opinion, 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 Covered
Bonds and consider such an investment decision in the light of the prospective investor's personal
circumstances.
The subsequent numbers and capital headings used in the below text, correspond to the numbers and
headings of the subsequent chapters as contained in this Base Prospectus after this section, where
additional and more detailed information on the same heading can be found. Words and expressions
defined elsewhere in this Base Prospectus shall have the same meaning in the below risk factors
description. An index of certain defined terms is contained at the end of this Base Prospectus.
A.1
Covered Bonds
Introduction
Each prospective investor in Covered Bonds must determine, based on its own independent review and
such professional advice as it deems appropriate under the circumstances, that its acquisition of the
Covered Bonds (i) is fully consistent with its (or if it is acquiring the Covered Bonds in a fiduciary
capacity, the beneficiary's) financial needs, objectives and condition, (ii) complies and is fully consistent
with any investment policies, guidelines and restrictions applicable to it (whether acquiring the Covered
Bonds as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or, if
it is acquiring the Covered Bonds in a fiduciary capacity, for the beneficiary). In particular, investment
activities of certain investors are subject to investment laws and regulations, or review or regulation by
certain authorities. Each prospective investor should therefore consult its legal advisers to determine
whether and to what extent (i) the Covered Bonds are legal investments for it, (ii) the Covered Bonds can
be used as underlying securities for various types of borrowing and (iii) other restrictions apply to its
purchase or pledge of any Covered Bonds.
The Covered Bonds may not be a suitable investment for all investors
Each potential investor in the Covered Bonds must determine the suitability of that investment in light of
its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Covered
Bonds, the merits and risks of investing in the Covered Bonds and the information contained or
incorporated by reference in this Base Prospectus, any applicable supplement or Final Terms;
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(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Covered Bonds and the impact the Covered
Bonds will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Covered Bonds, including where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understand thoroughly the terms of the Covered Bonds and be familiar with the behaviour of any
relevant assets and/or financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Covered Bonds are generally complex financial instruments. A potential investor should not invest in
Covered Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the
Covered Bonds will perform under changing conditions, the resulting effects on the value of the Covered
Bonds and the impact this investment will have on the potential investor's overall investment portfolio.
Possible delay in delivery of underlying securities
An issue of Covered Bonds may include provisions for the delivery of underlying securities to holders of
those Covered Bonds. If such delivery is to take place, it may be delayed by factors outside the Issuer's
control, for example disruption on relevant clearing systems. The Issuer will not be responsible for any
such delay and shall not be obliged to compensate holders of Covered Bonds therefor. Covered
Bondholders will be solely responsible for determining whether they are permitted to hold any underlying
securities, including under applicable securities laws.
Limited liquidity of the Covered Bonds
Even if application is made to list Covered Bonds on a stock exchange, there can be no assurance that a
secondary market for any of the Covered Bonds will develop, or, if a secondary market does develop, that
it will provide the holders of the Covered Bonds with liquidity or that it will continue for the life of the
Covered Bonds. A decrease in the liquidity of an issue of Covered Bonds may cause, in turn, an increase
in the volatility associated with the price of such issue of Covered Bonds. Any investor in the Covered
Bonds must be prepared to hold such Covered Bonds for an indefinite period of time or until redemption
of the Covered Bonds. If any person begins making a market for the Covered Bonds, it is under no
obligation to continue to do so and may stop making a market at any time. Illiquidity may have a
severely adverse effect on the market value of Covered Bonds.
Limited liquidity in the secondary market in mortgage loans and mortgage backed securities
The secondary mortgage markets have been experiencing severe disruptions resulting from reduced
investor demand for mortgage loans and mortgage-backed securities and increased investor yield
requirements for those loans and securities. As a result, the secondary market for mortgage loans and
mortgage-backed securities has experienced extremely limited liquidity. These conditions may continue
or worsen in the future. This may, amongst other things, affect the ability of the SB CBC to obtain timely
funding to fully redeem maturing Series with the sale proceeds of Transferred Receivables subject to and
in accordance with the Asset Monitor Agreement, the Trust Deed and the Guarantee Support Agreement.
Limited liquidity in the secondary market for mortgage-backed securities has had a severe adverse effect
on the market value of mortgage-backed securities (including covered bonds). Limited liquidity in the
secondary market may continue to have a severe adverse effect on the market value of mortgage-backed
securities, especially those securities that are more sensitive to prepayment, credit or interest rate risk and
those securities that have been structured to meet the investment requirements of limited categories of
investors. Consequently, an investor in Covered Bonds may not be able to sell its Covered Bonds readily.
The market values of the Covered Bonds are likely to fluctuate and may be difficult to determine. Any of
these fluctuations may be significant and could result in significant losses to such investor.
In addition, the forced sale into the market of mortgage-backed securities held by structured investment
vehicles, hedge funds, issuers of collateralised debt obligations and other similar entities that have been
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