Obligation AMRO ABN 1.125% ( XS1985004370 ) en EUR

AMRO ABN

100 % ⇌

Pays-bas

XS1985004370 ( en EUR )

1.125% par an ( paiement annuel )

23/04/2039 - Obligation échue

Prospectus brochure de l'obligation ABN AMRO XS1985004370 en EUR 1.125%, échue

ABN AMRO est une grande banque néerlandaise offrant des services bancaires de détail, commerciaux et d'investissement aux particuliers et aux entreprises.

L'obligation ABN AMRO (XS1985004370), émise aux Pays-Bas en EUR, avec un taux d'intérêt de 1,125% et une maturité initiale fixée au 23/04/2039, a été remboursée à 100% à échéance.

ABN AMRO CB CBB22 (TRANCHE 2)
FINAL TERMS
FINAL DRAFT

FINAL TERMS
6 December 2019
ABN AMRO Bank N.V.
(incorporated in The Netherlands with its statutory seat in Amsterdam and registered in the
Commercial Register of the Chamber of Commerce under number 34334259)
Issue of EUR 75,000,000 1.125 per cent. Covered Bonds due 23 April 2039 (to be fungible
and form a single Series with the EUR 750,000,000 1.125 per cent. Covered Bonds due 23
April 2039 issued by the Issuer on 23 April 2019)

Guaranteed as to payment of principal and interest by
ABN AMRO Covered Bond Company B.V.
under the 40,000,000,000
Covered Bond Programme
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on
the basis that any offer of Covered Bonds in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State") will be
made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant
Member State, from the requirement to publish a prospectus for offers of the Covered Bonds.
Accordingly any person making or intending to make an offer in that Relevant Member State of
the Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer
or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in
relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the
making of any offer of Covered Bonds in any other circumstances. The expression "Prospectus
Directive" means Directive 2003/71/EC (as amended or superseded, including the 2010 PD
Amending Directive, to the extent implemented in the relevant Member State) and includes any
relevant implementing measures in the Relevant Member State and the expression "2010 PD
Amending Directive" means Directive 2010/73/EU.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Covered Bonds are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a
customer within the meaning of Directive 2016/97/EU ("IDD"), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Covered Bonds or otherwise making them available to retail investors
in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
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FINAL TERMS
FINAL DRAFT

MiFID II product governance / Professional investors and ECPs only target market Solely
for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered
Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and
(ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Covered
Bonds (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Covered Bonds (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth in the Base Prospectus dated 10 July 2019 and the supplemental Base
Prospectuses dated 8 August 2019 and 15 November 2019 which together constitute a base
prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive, provided that
solely for the purpose of Condition 7 (Taxation) sub (iv) and (c) and (d) of the sixth paragraph of
Condition 14 (Meetings of Covered Bondholders, Modification and Waiver), the Issue Date shall
be deemed to be 23 April 2019. These Final Terms contain the final terms of the Covered Bonds
and must be read in conjunction with the Base Prospectus. This document constitutes the Final
Terms relating to the issue of Covered Bonds described herein for the purposes of Article 5.4 of
the Prospectus Directive. Full information on the Issuer and the offer of the Covered Bonds is
only available on the basis of the combination of these Final Terms and the Base Prospectus. The
Base Prospectus is available for viewing at www.abnamro.com/en/investor-relations/debt-
investors and during normal business hours at the registered office of the Issuer, currently at
Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands and copies may be obtained from
the Issuer at that address.
1.
(i)
Issuer:
ABN AMRO Bank N.V., acting through its head
office

(ii)
CBC:
ABN AMRO Covered Bond Company B.V.
2.
(i)
Series Number:
CBB22

(ii)
Tranche Number:
2

(iii)
Date on which the Covered The Covered Bonds shall be consolidated, form
Bonds become fungible:
a single series and be interchangeable for trading
purposes with Tranche 1 of EUR 750,000,000
1.125 per cent. Covered Bonds due 23 April
2039 issued by the Issuer on 23 April 2019, on
exchange of the Temporary Global Covered
Bond for interests in the Permanent Global
Covered Bond, as referred to in paragraph 21
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FINAL DRAFT

below (which is expected to occur on or about 20
January 2020)
3.
Specified Currency or Currencies:
Euro ("EUR")
4.
Aggregate Nominal Amount:

(i)
Series:
EUR 825,000,000

(ii)
Tranche:
EUR 75,000,000
5.
Issue Price:
112.089 per cent. of the Aggregate Nominal
Amount plus accrued interest from 23 April 2019
to (but excluding) the Issue Date, being EUR
532,530.74
6.
(i)
Specified Denominations:
EUR 100,000

(i)
Calculation Amount
EUR 100,000

7.
(i)
Issue Date:
10 December 2019

(ii)
Interest
Commencement 23 April 2019
Date:
8.
(i)
Final Maturity Date:
23 April 2039

(ii)
Bullet Maturity:
Soft
9.
Extended Due for Payment Date:
Applicable, the specified Interest Payment Date
falling in or nearest to 23 April 2040
10.
Interest Basis:
1.125 per cent. Fixed Rate from, and including,
the Interest Commencement Date to, but
excluding, the Final Maturity Date

Thereafter, one month EURIBOR + 0.11 per
cent. Floating Rate from, and including, the
Extension Date in respect of the Covered Bonds
described herein (if applicable) to, but excluding,
the Extended Due for Payment Date (unless the
Guaranteed Final Redemption Amount in respect
of the Covered Bonds described herein is paid in
full prior to such date).

(further particulars specified below)
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11.
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption and subject to Condition 3 (The
Guarantee), the Covered Bonds will be
redeemed on the Final Maturity Date at 100 per
cent. of their nominal amount.

12.
Change of Interest Basis:
In accordance with paragraphs 15 and 16 below

13.
Call Option(s):
Not Applicable
14.
(i)
Status of the Covered Bonds: Unsubordinated, unsecured, guaranteed

(ii)
Status of the Guarantee:
Unsubordinated, secured (indirectly, through a
parallel debt), unguaranteed

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.
Fixed Rate Covered Bond Provisions
Applicable

(i)
Rate of Interest:
1.125 per cent. per annum payable annually
in arrear on each Interest Payment Date

(ii)
Interest Payment Date(s):
23 April in each year up to and including the
Final Maturity Date, commencing on 23
April 2020, in each case subject to adjustment
in accordance with the Following Business
Day Convention, Unadjusted

(iii)
Fixed Coupon Amount(s):
EUR 1,125 per Calculation Amount

(iv)
Broken Amount(s):
Not Applicable

(v)
Day Count Fraction:
Actual/Actual (ICMA)

(vi)
Determination Date(s):
23 April in each year

16.
Floating
Rate
Covered
Bond Applicable as of and including the Final
Provisions
Maturity Date

(i)
Interest Period(s):
1 month
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(ii)
Specified Period:
Not Applicable

(iii)
Specified
Interest
Payment The 23rd day of each month, from, and
Dates:
including, the First Interest Payment Date set
out in (iv) below up to, and including, the
earlier of (i) the Extended Due for Payment
Date and (ii) the date on which the
Guaranteed Final Redemption Amount in
respect of the Covered Bonds described
herein is paid in full, subject to adjustment in
accordance
with
the
Business
Day
Convention set out in (v) below

(iv)
First Interest Payment Date:
23 May 2039, provided that the Extension
Date occurs in respect of the Covered Bonds
described herein

(v)
Business Day Convention:
Modified
Following
Business
Day
Convention

(vi)
Unadjusted:
No

(vii)
Additional Business Centre(s):
Not Applicable

(viii) Manner in which the Rate(s) of Screen Rate Determination
Interest and Interest Amount(s)
is/are to be determined:

(ix)
Calculation Agent
Principal Paying Agent

(x)
Screen Rate Determination:
Yes

--
Reference Rate:
1 month EURIBOR

--
Interest Determination Date(s):
The second day on which TARGET2 is open
prior to the start of each Interest Period

--
Relevant Screen Page:
Reuters EURIBOR01

(xi)
ISDA Determination:
No

(xii)
Margin(s):
+ 0.11 per cent. per annum

(xiii) Minimum Rate of Interest:
Not Applicable

(xiv) Maximum Rate of Interest:
Not Applicable

(xv)
Day Count Fraction:
Actual/360

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ABN AMRO CB CBB22 (TRANCHE 2)
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FINAL DRAFT

17.
Zero
Coupon
Covered
Bond Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
18.
Issuer Call
Not Applicable
19.
Final Redemption Amount of each EUR 100,000 per Calculation Amount
Covered Bond
20.
Early Redemption Amount of each
Covered Bond

Early
Redemption
Amount
per As set out in Condition 6 (Redemption and
Calculation
Amount
payable
on Purchase)
redemption for taxation reasons, or on
acceleration following an Issuer Event
of Default as against the Issuer or a CBC
Event of Default or other early
redemption:
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
21.
Form of Covered Bonds:
Bearer form
Temporary
Global
Covered
Bond
exchangeable for a Permanent Global
Covered Bond which is exchangeable for
Definitive Covered Bonds only upon an
Exchange Event, subject to mandatory
provisions of applicable laws and regulations.
Upon issue of the Temporary Global Covered
Bond, the Temporary ISIN and Temporary
Common Code will be those set out in
paragraphs 5(i) and 5(ii) of Part B of these
Final Terms. Upon exchange of the
Temporary Global Covered Bond for the
Permanent Global Covered Bond, the
Covered Bonds will be fungible and form a
single Series with the EUR 750,000,000
1.125 per cent. Covered Bonds due 23 April
2039 issued by the Issuer on 23 April 2019
and the ISIN and Common Code will be those
set out in paragraphs 5(i) and 5(ii) of Part B
of these Final Terms.
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ABN AMRO CB CBB22 (TRANCHE 2)
FINAL TERMS
FINAL DRAFT

22.
New Global Note
Yes
23.
Exclusion of set-off
Not applicable
24.
For the purposes of Condition 13, Yes, in the Financial Times
notices to be published in a newspaper:
25.
Additional Financial Centre(s):
Not Applicable
26.
Talons for future Coupons or Receipts to No
be attached to Definitive Covered Bonds
(and dates on which such Talons
mature):
27.
Consolidation provisions:
The provisions of Condition 16 (Further
Issues) apply
28.
Relevant Benchmark:
EURIBOR is provided by the European
Money Markets Institute. As at the date
hereof, the European Money Markets
Institute
appears
in
the
register
of
administrators and benchmarks established
and maintained by ESMA pursuant to Article
36
(Register
of
administrators
and
benchmarks) of the Benchmark Regulation
(Regulation (EU) 2016/1011).

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ABN AMRO CB CBB22 (TRANCHE 2)
FINAL TERMS
FINAL DRAFT

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. The CBC
accepts responsibility for the information relating to the CBC contained in these Final Terms.

Signed on behalf of the Issuer:
Signed on behalf of the CBC:
By:
By:

Duly authorised
Duly authorised
By:
By:

Duly authorised
Duly authorised

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FINAL DRAFT

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

(i)
Listing:
Euronext in Amsterdam

(ii)
Admission to trading:
Application has been made by the Issuer (or
on its behalf) for the Covered Bonds to be
admitted to trading on Euronext in
Amsterdam with effect from 10 December
2019
The Covered Bonds will become fungible
and form a single Series with the EUR
750,000,000 1.125 per cent. Covered Bonds
due 23 April 2039 issued by the Issuer on 23
April 2019 which have been admitted to
trading on Euronext in Amsterdam

(iii)
Estimate of total expenses EUR 12,250
related to admission to trading:
2.
RATINGS

Ratings:
The Covered Bonds to be issued are expected
to be rated:
Moody's: Aaa
Fitch: AAA
Moody's Investors Service Ltd. and Fitch
Ratings Limited are established in the EEA
and registered under Regulation (EC) No
1060/2009,
as
amended
(the
"CRA
Regulation").
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in Section 1.5 Subscription and Sale, so far as the Issuer is aware, no
person involved in the issue of the Covered Bonds has an interest material to the offer. The
Managers and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform other services for,
the Issuer and its affiliates in the ordinary course of business.
4.
YIELD

Indication of yield:
0.470546 per cent. per annum (on the basis of
the Issue Price for the period from and
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FINAL DRAFT

including the Interest Commencement Date
to, but excluding the Final Maturity Date)
The yield is calculated at the Issue Date on
the basis of the Issue Price. It is not an
indication of future yield.
5.
OPERATIONAL INFORMATION
(i)
ISIN Code:
Until the Covered Bonds are consolidated,
form a single series and are interchangeable
for trading purposes with the first tranche, the
Covered Bonds will have the temporary ISIN
Code XS2091655030. After that, the
Covered Bonds will have the same ISIN
Code as the first tranche, which is
XS1985004370
(ii)
Common Code:
Until the Covered Bonds are consolidated,
form a single series and are interchangeable
for trading purposes with the first tranche, the
Covered Bonds will have the temporary
Common Code209165503. After that, the
Covered Bonds will have the same Common
Code as the first tranche, which is 198500437
(iii)
Other relevant code:
A2R05N (German Securities Code)
(iv)
Intended to be held in a manner which Yes
would allow Eurosystem eligibility:
Note that the designation "Yes" does not
necessarily mean that the Covered Bonds will
be recognised as eligible collateral for
Eurosystem monetary policy and intra-day
credit operations by the Eurosystem either
upon issue or at any or all times during their
life. Such recognition will depend upon the
ECB being satisfied that Eurosystem
eligibility criteria have been met.
The Covered Bonds will be deposited
initially upon issue with one of the ICSDs
acting as common safekeeper.
(v)
Any clearing system(s) other than Not Applicable
Euroclear
Bank
SA/NV
and
Clearstream Banking, S.A. and the
relevant identification number(s):
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