Obligation FOM 0% ( XS1875396506 ) en USD

FOM

100 % ▼

Pays-Bas

XS1875396506 ( en USD )

07/09/2021 - Obligation échue

Prospectus brochure de l'obligation FMO XS1875396506 en USD 0%, échue

200 000 USD

500 000 000 USD

FMO (Netherlands Development Finance Company) est une institution financière de développement néerlandaise qui fournit des financements et une assistance technique aux entreprises et aux projets dans les pays en développement.

L'Obligation émise par FOM ( Pays-Bas ) , en USD, avec le code ISIN XS1875396506, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 07/09/2021

BASE PROSPECTUS DATED 17 June 2020
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
(Incorporated in the Netherlands with limited liability and having its statutory domicile in
The Hague)
EUR 7,000,000,000 Debt Issuance Programme
Under the EUR 7,000,000,000 Debt Issuance Programme (the "Programme") described in this base prospectus
(the "Base Prospectus"), Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. ("FMO" or
the "Issuer") may from time to time issue senior preferred notes (the "Senior Preferred Notes"), senior non-
preferred notes (the "Senior Non-Preferred Notes") and subordinated notes (the "Subordinated Notes" and
together with the Senior Preferred Notes and the Senior Non-Preferred Notes herein collectively referred to as the
"Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will
not exceed EUR 7,000,000,000 (or its equivalent in any other currency calculated as described herein).
The Notes may be issued on a continuing basis to one or more of the dealers specified below and any additional
dealer 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 an issue of any Notes is or are referred to as the "relevant Dealer(s)" in respect of those
Notes.
An investment in the Notes entails certain risks. Prospective investors should have regard to the risk factors
described under the section 'Risk Factors' in this Base Prospectus.
The Notes of each series (each a "Series") or tranche (each a "Tranche") will initially be represented by a global
note. Each global note which is not intended to be issued in new global note form (a "Classic Global Note" or
"CGN") as specified in the relevant set of final terms ("Final Terms") (or in the case of Exempt Notes (as defined
below) the relevant pricing supplement ("Pricing Supplement")) will be deposited on the issue date thereof either
(i) with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg") and/or any other agreed clearing system specified in the applicable Final Terms
(or in the case of Exempt Notes (as defined below), the applicable Pricing Supplement) or (ii) with Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V., formerly known as NECIGEF, ("Euroclear Netherlands").
Each global note which is intended to be issued in a new global note form (a "New Global Note" or "NGN"), as
specified in the relevant Final Terms (or in the case of Exempt Notes (as defined below), the relevant Pricing
Supplement), will be deposited on or around the relevant issue date with a common safekeeper for Euroclear and/or
Clearstream, Luxembourg. See 'Form of the Notes' as set out herein.
This Base Prospectus constitutes a base prospectus within the meaning of Regulation (EU) 2017/1129 (as
amended) (the "Prospectus Regulation"). This Base Prospectus has been approved by the Netherlands Authority
for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"), which is the Netherlands'
competent authority for the purpose of the Prospectus Regulation. The AFM only approves this Base Prospectus
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 Base Prospectus. Investors should make their own assessment as
to the suitability of investing in such Notes.
This Base Prospectus shall 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 17 June 2021, at the latest. The
obligation by the Issuer to supplement this Base Prospectus, in the event of significant new factors, material
1

mistakes or material inaccuracies, shall cease to apply upon the expiry of the validity period of this Base
Prospectus.
Application may be made for Notes to be listed and admitted to trading on Euronext in Amsterdam ("Euronext in
Amsterdam"), the regulated market of Euronext Amsterdam N.V., listed on the official list (the "Official List")
and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. Euronext in Amsterdam
and the Regulated Market of the Luxembourg Stock Exchange are regulated markets for the purposes of Directive
2014/65/EU ("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 listing authority, stock exchange and/or quotation system.
The AFM may be requested by the Issuer to provide the Commission de Surveillance du Secteur Financier (the
"CSSF") in Luxembourg, or the competent authority of any other member state of the European Economic Area,
with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with Article 20
of the Prospectus Regulation.
The AFM shall notify the European Securities and Markets Authority ("ESMA") of the approval of this Base
Prospectus and any supplement hereto at the same time as such approval is notified to the Issuer. In addition, the
AFM shall provide ESMA with a copy of this Base Prospectus and any supplement hereto.
Certain Tranches of Notes with a denomination of less than EUR 100,000 (or its equivalent in any other currency)
may be offered in circumstances where there is no exemption from the obligation under the Prospectus Regulation
to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer".
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Conditions of
the Notes as set out herein, in which case a supplement to the Base Prospectus, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Notes and, if relevant, which
will be subject to the prior approval of the AFM.
The requirement to publish a prospectus under the Prospectus Regulation applies only to Notes that are to be
admitted to trading on a regulated market in the EEA and/or that are to be offered to the public in the EEA other
than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation
(and for these purposes, references to the EEA include the United Kingdom). References in this Base Prospectus
to "Exempt Notes" are to Notes for which no prospectus is required to be published under the Prospectus
Regulation. The AFM has neither approved nor reviewed information contained in this Base Prospectus in
connection with Exempt Notes.
Application has been made to the Luxembourg Stock Exchange for the approval of this Base Prospectus with
respect to Exempt Notes as a base prospectus for the purposes of Part IV of the Luxembourg Law dated 16 July
2019 on prospectuses for securities (the "Prospectus Act 2019"). Application has also been made to the
Luxembourg Stock Exchange for Notes (including Exempt Notes) issued under the Programme to be admitted to
the Official List and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro
MTF Market") (including the professional segment of the Euro MTF Market) during the twelve-month period
after the date of approval of this Base Prospectus. The Euro MTF Market is not a regulated market for the purposes
of MiFID II. This Base Prospectus has been approved by the Luxembourg Stock Exchange in its capacity of
competent authority for the purpose of the Prospectus Act 2019, in respect of the Exempt Notes provisions.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
("EURIBOR") which is provided by the European Money Markets Institute ("EMMI"), the London Interbank
Offered Rate ("LIBOR") which is provided by the ICE Benchmark Administration Limited ("ICE"), or any other
benchmark, in each case as specified in the applicable Final Terms (or in the case of Exempt Notes, the applicable
Pricing Supplement). As at the date of this Base Prospectus, both EMMI and ICE are included in the register of
administrators and benchmarks established and maintained by ESMA pursuant to Article 36 of the Benchmarks
Regulation (Regulation (EU) 2016/1011) (the "Benchmarks Regulation"). If a benchmark (other than EURIBOR
or LIBOR) is specified in the applicable Final Terms (or in the case of Exempt Notes, the applicable Pricing
Supplement), the applicable Final Terms (or in the case of Exempt Notes, the applicable 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 ESMA pursuant to Article 36 of the Benchmarks Regulation.
Subject to the provisions in Article 51 of the Benchmarks Regulation, the Issuer is required to utilize indices
provided by a provider which is authorized or recognized by ESMA pursuant to the Benchmarks Regulation in
respect of financial instruments within the scope of the Benchmarks Regulation.
2

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 Base Prospectus or any applicable
Final Terms (or in the case of Exempt Notes, the applicable Pricing Supplement) to reflect any change in the
registration status of the administrator.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). The Notes may not be offered, sold or delivered within the United States or to or for the
account or benefit of U.S. persons (as defined in Regulation S ("Regulation S") under the Securities Act), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United
States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax
regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of
1986 and regulations thereunder (the "Revenue Code").
FMO has been rated 'AAA/Stable/A-1+' by S&P Global Ratings Europe Limited ("S&P") and 'AAA/Stable/F1+'
by Fitch Ratings Limited ("Fitch"). As of the date of this Base Prospectus, S&P and Fitch are established in the
European Union and the United Kingdom and registered under the Regulation (EC) No 1060/2009 of 16 September
2009 on credit rating agencies, as amended (the "CRA Regulation"). Please refer to `General Information' for
more details. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
change or withdrawal at any time by the assigning rating agency.
Series or Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche or Series of
Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Issuer. 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. The rating of a certain Series or Tranche of Notes to be issued under
the Programme may be specified in the applicable Final Terms (or in the case of Exempt Notes, the applicable
Pricing Supplement). Whether or not each credit rating applied for in relation to a relevant Series or Tranche of
Notes will be issued by a credit rating agency established in the European Union and registered under the CRA
Regulation will be disclosed clearly and prominently in the Final Terms (or in the case of Exempt Notes, the
applicable Pricing Supplement). In general, credit institutions as defined in Regulation 575/2013 of the European
Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment
firms, as amended (the Capital Requirements Regulation or "CRR"), such as the Issuer, are restricted from using
a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European
Union and registered under the CRA Regulation unless the rating is provided by a credit rating agency operating
in the European Union before 7 June 2010 which has submitted an application for registration in accordance with
the CRA Regulation and such registration is not refused.
Arranger
Rabobank
Dealers
ABN AMRO
BofA Securities
Citigroup
Crédit Agricole CIB
Daiwa Capital Markets Europe
Danske Bank
Deutsche Bank
HSBC
ING
J.P. Morgan
Mizuho Securities
Rabobank
RBC Capital Markets
This Base Prospectus is issued in replacement of the base prospectus dated 14 June 2019 (as amended and
supplemented), and accordingly supersedes such earlier base prospectus (as amended and supplemented).
3

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME...................................................................................................................5
RISK FACTORS ...................................................................................................................................................15
IMPORTANT NOTICE.........................................................................................................................................47
CALCULATION OF THE OUTSTANDING AMOUNT ....................................................................................52
NON-EXEMPT OFFERS OF NON-EXEMPT OFFER NOTES IN THE EUROPEAN ECONOMIC AREA ....53
DOCUMENTS INCORPORATED BY REFERENCE.........................................................................................58
FORWARD-LOOKING STATEMENTS .............................................................................................................60
FORM OF THE NOTES........................................................................................................................................61
TERMS AND CONDITIONS OF THE NOTES...................................................................................................64
FORM OF FINAL TERMS .................................................................................................................................113
FORM OF PRICING SUPPLEMENT.................................................................................................................135
USE OF PROCEEDS ..........................................................................................................................................154
NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V............155
FMO FIVE YEAR FINANCIAL REVIEW (AS AT 31 DECEMBER)..............................................................171
CONSOLIDATED BALANCE SHEET 2019 AND 2018 ..................................................................................172
CONSOLIDATED PROFIT AND LOSS ACCOUNT 2019 AND 2018 ............................................................174
TAXATION.........................................................................................................................................................175
SUBSCRIPTION AND SALE.............................................................................................................................179
GENERAL INFORMATION ..............................................................................................................................185
4

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes,
the applicable Final Terms (or in the case of Exempt Notes, the applicable Pricing Supplement). The Issuer and
any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and
Conditions (the "Conditions") as described in the section `Terms and Conditions of the Notes', in which event and
if appropriate and permitted under the Prospectus Regulation a new (base) prospectus or a supplement to this Base
Prospectus, will be published, unless the relevant Notes are Exempt Notes in which case the relevant changes may
be made in the applicable Pricing Supplement.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No 2019/980.
Words and expressions defined in the sections `Form of the Notes' and `Terms and Conditions of the Notes' shall
have the same meanings in this overview.
Issuer:
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V,
public company with limited liability (naamloze vennootschap) incorporated
in the Netherlands, having its statutory seat at The Hague, the Netherlands and
registered in the trade register of the Netherlands Chamber of Commerce under
no. 27078545.
The commercial name of the Issuer is FMO.
Issuer Legal Entity Identifier
XTC5E2QFTEF0435JWL77
(LEI):
Risk factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. In addition, there are
certain factors which are material for the purpose of assessing the market risks
associated with Notes issued under the Programme and risks relating to the
structure of a particular Series of Notes issued under the Programme. All of
these are set out in the section `Risk Factors' and include, risk factors relevant
to the following categories:
Risk Factors regarding FMO
A. Risks related to FMO's relationship with the State
B. Risks related to financial conditions, market circumstances and (economic)
trends
C. Risks related to FMO's business and operations
D. Regulatory risks
E. Internal control risks
Risk Factors regarding the Notes
A. Risks relating to Notes generally
B. Risks related to the structure of a particular issue of Notes
C. Risks related to the market generally
Description:
EUR 7,000,000,000 Debt Issuance Programme
Arranger:
Coöperatieve Rabobank U.A.
Dealers:
ABN AMRO Bank N.V.
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Coöperatieve Rabobank U.A.
5

Crédit Agricole Corporate and Investment Bank
Daiwa Capital Markets Europe Limited
Danske Bank A/S
Deutsche Bank Aktiengesellschaft
HSBC Bank plc
ING Bank N.V.
J.P. Morgan Securities plc
Mizuho International plc
Mizuho Securities Europe GmbH
RBC Europe Limited
and any other Dealers appointed in accordance with the Programme
Agreement.
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements apply will
only be issued in circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to time (see
section `Subscription and Sale').
Agent / Principal Paying
Banque Internationale à Luxembourg
Agent:
Dutch Paying Agent:
ABN AMRO Bank N.V.
Luxembourg Listing Agent:
Banque Internationale à Luxembourg
Amsterdam Listing Agent:
ABN AMRO Bank N.V.
Programme Size:
Up to EUR 7,000,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement) outstanding at any time. The Issuer
may increase the amount of the Programme in accordance with the terms of
the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in each
case on a syndicated or non-syndicated basis.
Form of the Notes:
The Notes will be issued in bearer form as described in section `Form of the
Notes'.
Issuance in Series:
Notes will be issued in series (each, a "Series"). Each Series may comprise one
or more tranches ("Tranches" and each, a "Tranche") issued on different issue
dates. The Notes of each Series will all be subject to identical terms, except
that the issue price, issue date and the amount of the first payment of interest
may be different in respect of different Tranches. The Notes of each Tranche
will all be subject to identical terms in all respects save that a Tranche may
comprise Notes of different denominations.
Final Terms:
The terms and conditions applicable to any particular Tranche of Notes not
being Exempt Notes will be the Terms and Conditions of the Notes as
completed by the relevant Final Terms.
The terms and conditions applicable to any particular Tranche of Exempt Notes
will be the Terms and Conditions of the Notes as completed by the relevant
Pricing Supplement.
References in this Base Prospectus to "Final Terms" shall, in the case of an
issue of Exempt Notes, be read and construed as a reference to the applicable
Pricing Supplement, unless the context otherwise requires.
6

Issue Price:
Notes may be issued on a fully-paid basis and at an issue price which is at par
or at a discount to, or premium over, par.
Partly Paid Notes:
The Issuer may issue Notes in respect of which the issue price is paid in
separate instalments in such amounts and on such dates as specified in the
applicable Final Terms.
Status of the Notes:
The Notes may either be Senior Preferred Notes, Senior Non-Preferred Notes
and Subordinated Notes. Subordinated Notes may or may not be specified to
be Tier 2 Notes in the applicable Final Terms.
Senior Preferred Notes
The Senior Preferred Notes and the related Receipts and Coupons constitute
unsecured and unsubordinated obligations of the Issuer and rank pari passu
without any preference among themselves and with all other present and future
unsecured and unsubordinated obligations of the Issuer save for (i) those
preferred by mandatory provisions of law and (ii) (in the event of the
bankruptcy (faillissement) of the Issuer only) those unsecured and
unsubordinated obligations of the Issuer having a lower ranking in reliance on
article 212rb of the Dutch Bankruptcy Act (Faillissementswet).
The Senior Preferred Notes of a Series may be intended to qualify as MREL
Eligible Liabilities, as specified in the applicable Final Terms.
If it is specified in the applicable Final Terms that the Senior Preferred Notes
of a Series are intended to qualify as MREL Eligible Liabilities, no Noteholder,
Couponholder and Receiptholder may at any time exercise or claim any right
of set-off or netting in respect of any amount owed to it by the Issuer arising
under or in connection with such Senior Preferred Notes, Coupons and
Receipts.
Senior Non-Preferred Notes
The Senior Non-Preferred Notes and the related Receipts and Coupons
constitute unsecured and unsubordinated obligations of the Issuer which have
a lower ranking within the meaning of Article 212rb of the Dutch Bankruptcy
Act (Faillissementswet) and rank 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.
In the event of a liquidation or bankruptcy (faillissement) of the Issuer any
claims of the Noteholders, Couponholders and Receiptholders against the
Issuer in respect of or arising under the Senior Non-Preferred Notes and the
related Receipts and Coupons (including any amounts attributable to the Senior
Non-Preferred Notes and any damages awarded for breach of any obligations
thereunder) shall rank (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 and (iii) senior to any
Subordinated Obligations.
By virtue of such ranking, payments to the Noteholders, Couponholders and
Receiptholders 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 and those obligations preferred by mandatory provisions
of law have been satisfied in full.
7

The Senior Non-Preferred Notes of a Series are intended to qualify as MREL
Eligible Liabilities.
No Noteholder, Couponholder and Receiptholder may at any time exercise or
claim any right of set-off or netting in respect of any amount owed to it by the
Issuer arising under or in connection with the Senior Non-Preferred Notes,
Coupons and Receipts.
Subordinated Notes
The Subordinated Notes of a Series may be specified as Tier 2 Notes (which
are intended to qualify and to be treated as Tier 2 capital for the purposes of
the regulatory capital rules applicable to the Issuer from time to time) or as
MREL Eligible Liabilities, as specified in the applicable Final Terms.
Subordinated Notes intended to qualify as Tier 2 Notes rank junior to
Subordinated Notes not intended to qualify as Tier 2 Notes.
Subordinated Notes not intended to qualify as Tier 2 Notes
The Subordinated Notes not intended to qualify as Tier 2 Notes and the related
Receipts and Coupons constitute unsecured and subordinated obligations of
the Issuer and rank pari passu without any preference among themselves and
with all other present and future subordinated and unsecured obligations of the
Issuer (other than any Non-Tier 2 Junior Subordinated Obligations).
In the event of a liquidation or bankruptcy (faillissement) of the Issuer any
claims of the Noteholders, Couponholders and Receiptholders against the
Issuer in respect of or arising under the Subordinated Notes not intended to
qualify as Tier 2 Notes and the related Receipts and Coupons (including any
amounts attributable to such Subordinated Notes and any damages awarded for
breach of any obligations thereunder) shall rank (i) pari passu without any
preference among themselves and with all other present and future
subordinated and unsecured obligations of the Issuer (other than any Junior
Subordinated Obligations) and (ii) junior to all Non-Tier 2 Senior Obligations
and (iii) senior to any Non-Tier 2 Junior Subordinated Obligations.
By virtue of such ranking, payments to the Noteholders, Couponholders and
Receiptholders will, in the event of the liquidation or bankruptcy
(faillissement) of the Issuer, only be made after all claims in respect of any
Non-Tier 2 Senior Obligations have been satisfied in full.
Subordinated Notes intended to qualify as Tier 2 Notes
The Subordinated Notes intended to qualify as Tier 2 Notes and the related
Receipts and Coupons constitute unsecured and subordinated 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 of the Issuer,
including the Tier 2 Parity Securities.
In the event of a liquidation or bankruptcy (faillissement) of the Issuer any
claims of the Noteholders, Couponholders and Receiptholders against the
Issuer in respect of or arising under the Subordinated Notes intended to qualify
as Tier 2 Notes and the related Receipts and Coupons (including any amounts
attributable to such Subordinated Notes and any damages awarded for breach
of any obligations thereunder) shall rank (i) pari passu without any preference
among themselves and with all other present and future Tier 2 own funds
instruments of the Issuer, including any Tier 2 Parity Securities, and (ii) junior
to all Tier 2 Senior Obligations and (iii) senior to any Tier 2 Junior
Subordinated Obligations.
8

By virtue of such ranking, payments to the Noteholders, Couponholders and
Receiptholders will, in the event of the liquidation or bankruptcy
(faillissement) of the Issuer, only be made after all claims in respect of any Tier
2 Senior Obligations have been satisfied in full.
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).
No set-off or netting in respect of Subordinated Notes
No Noteholder, Couponholder and Receiptholder may at any time exercise or
claim any right of set-off or netting in respect of any amount owed to it by the
Issuer arising under or in connection with the Subordinated Notes, Coupons
and Receipts.
Overview of order of
The below table compares the order in which losses will be absorbed on the
application of Bankruptcy
Notes issued under this Programme in situations of bankruptcy of the Issuer
and Resolution in respect of
and in write-down and conversion (subject to certain exceptions and potential
the Notes:
changes in the future, including pursuant to Directive (EU) 2019/879):
Bankruptcy
Resolution
1.
Subordinated
Notes 1. Subordinated Notes qualifying as Tier
qualifying
as
Tier
2 2 instruments.
instruments.
2. Subordinated Notes that do 2. Subordinated Notes that do not qualify
not qualify as Tier 2 Notes.
as Tier 2 Notes.
3. Senior Non-Preferred Notes. 3. Senior Non-Preferred Notes.
4. Senior Preferred Notes.
4. Senior Preferred Notes.
Currencies:
Subject to any applicable legal or regulatory restrictions, Notes may be
denominated such currencies agreed between the Issuer and the relevant
Dealer. The currency of the Notes shall be as specified in the applicable Final
Terms.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at maturity
or otherwise) in respect of Dual Currency Notes will be made in such
currencies, and based on such rates of exchange, as may be specified in the
applicable Final Terms.
Maturities:
The Notes will have such maturities specified in the applicable Final Terms,
subject 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.
Tier 2 Notes shall have a minimum maturity of five years.
9

Fixed Rate Notes:
Fixed interest will be payable on such date or dates as specified in the
applicable Final Terms and on redemption and will be calculated on the basis
of such Day Count Fraction as specified in the applicable Final Terms.
Fixed Rate Reset Notes:
Fixed interest, which will be reset periodically, will be payable on such date or
dates as specified in the applicable Final Terms and on redemption and will be
calculated on the basis of such Day Count Fraction as specified in the
applicable Final Terms.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

on the same basis as the floating rate (based on the Floating Rate Option
specified in the applicable Final Terms) under an interest rate swap
transaction in the relevant Specified Currency governed by an agreement
incorporating the 2000 or 2006 ISDA Definitions (as published by the
International Swaps and Derivatives Association, Inc., and as amended
and updated as at the Issue Date of the first Tranche of the Notes of the
relevant Series); or

on the basis of the Reference Rate specified in the applicable Final Terms,

plus or minus a Margin specified in the applicable Final Terms (if any),
as specified in the applicable Final Terms.
Floating Rate Notes may also have a maximum interest rate, a minimum
interest rate or both.
Interest on Floating Rate Notes in respect of each Interest Period, as specified
in the applicable Final Terms, will be payable on such Interest Payment Dates,
and will be calculated on the basis of such Day Count Fraction, as specified in
the applicable Final Terms.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their nominal
amount as may be agreed between the Issuer the relevant Dealer(s) and will
not bear interest.
Currency Linked Interest
Currency Linked Interest Notes bear interest of which the amount payable is
Notes:
calculated on a Currency Exchange Rate Valuation Date by reference to a
single currency rate of exchange or basket of currency rates of exchange as
specified in the applicable Final Terms.
For further information as to how developments in the rates of exchange may
affect the return and value of the Currency Linked Interest Notes, see the
section `Statement on Currency Linked Interest Notes'.
Redemption:
The applicable Final Terms will indicate either that the relevant Notes cannot
be redeemed prior to their stated maturity (other than in instalments (see
`Instalment Notes' below), for taxation reasons, for regulatory purposes or
following an Event of Default) or that such Notes will be redeemable at the
option of the Issuer and/or the Noteholders upon giving notice to the
Noteholders or the Issuer, as the case may be, on a date or dates specified prior
to such stated maturity and at a price or prices and on such other terms as
specified in the applicable Final Terms. Specific requirements apply to the
redemption of Tier 2 Notes and Subordinated Notes, Senior-Non Preferred
Notes and Senior Preferred Notes specified in the applicable Final Terms as
intended to qualify as MREL Eligible Liabilities.
Instalment Notes:
Instalment Notes may be repayable in two or more instalments of such amounts
and on such dates as specified in the applicable Final Terms.
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