Obligation Achmia 4.625% ( XS2056490423 ) en EUR

Achmia

100 % ▲

Pays-bas

XS2056490423 ( en EUR )

4.625% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Achmea XS2056490423 en EUR 4.625%, échéance Perpétuelle

200 000 EUR

500 000 000 EUR

24/03/2026 ( Dans 140 jours )

Achmea est un groupe d'assurance néerlandais offrant une large gamme de produits d'assurance et de services financiers en Europe.

L'Obligation émise par Achmia ( Pays-bas ) , en EUR, avec le code ISIN XS2056490423, paye un coupon de 4.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Offering Memorandum dated 23 September 2019
ACHMEA B.V.
(incorporated with limited liability in the Netherlands with its statutory seat in Zeist)
EUR500,000,000 Perpetual Restricted Tier 1 Temporary Write-Down Securities
Issue Price: 100 per cent.
The EUR500,000,000 Perpetual Restricted Tier 1 Temporary Write-Down Securities (the Securities) will be issued by
Achmea B.V. (the Issuer or Achmea) on 24 September 2019 (the Issue Date) in the denomination of EUR200,000 and
integral multiples of EUR1,000 up to (and including) EUR399,000 each. The Securities are unsecured and subordinated
obligations of the Issuer. The terms and conditions of the Securities (the Conditions) are set out more fully in "Terms and
Conditions of the Securities Status and Subordination of the Securities and Set-Off".
The Securities are perpetual securities in respect of which there is no fixed maturity or redemption date. Holders of
Securities have no right to require the Issuer to redeem or purchase the Securities at any time. The Issuer shall be entitled to
redeem the Securities only in accordance with the provisions specified in "Terms and Conditions of the Securities --
Redemption and Purchase". The Issuer shall have the right, provided that the Redemption and Purchase Conditions are met,
to redeem the Securities, in whole but not in part, at any time from the First Call Date to and including the First Reset Date
and on any Interest Payment Date thereafter as further specified in "Terms and Conditions of the Securities -- Redemption
and Purchase". In addition, the Issuer may (subject, that the Redemption and Purchase Conditions are met) redeem the
Securities following a Ratings Methodology Event, a Regulatory Event, a Tax Deductibility Event, a Gross-Up Event or a
Clean-up Call, as set out in "Terms and Conditions of the Securities -- Redemption and Purchase".
Each Security will bear interest on its Prevailing Principal Amount (i) from (and including) the Issue Date to (but excluding)
24 September 2029 (the First Reset Date), at a fixed rate of 4.625 per cent. per annum payable semi-annually in arrear on
24 March and 24 September in each year, commencing on 24 March 2020 and (ii) from (and including) the First Reset Date,
at a fixed rate of interest which will be reset on each Reset Date payable semi-annually in arrear on 24 March and 24
September in each year, commencing on 24 March 2030, as further specified in "Terms and Conditions of the Securities --
Interest".
The Issuer may elect at any time to cancel (in whole or in part) any Interest Payment (as defined herein) otherwise scheduled
to be paid on an Interest Payment Date and shall, save as otherwise permitted pursuant to the Conditions, cancel an Interest
Payment upon the occurrence of a Mandatory Interest Cancellation Event (as defined herein) with respect to that Interest
Payment. The cancellation of any Interest Payment shall not constitute a default or event of default for any purpose on the
part of the Issuer. Any Interest Payment (or part thereof) which is cancelled in accordance with the Conditions shall not
become due and payable in any circumstances.
Upon the occurrence of a Trigger Event (as defined herein), any interest which is accrued and unpaid up to (and
including) the Write-Down Date (as defined herein) shall be automatically cancelled and the Issuer shall without the
need for the consent of the Holders write-down the Securities by reducing the Prevailing Principal Amount (as
defined herein). A Write-Down (as defined herein) of the Securities shall not constitute a default or an event of
default in respect of the Securities or a breach of the Issuer's obligations or duties or a failure to perform by the
Issuer in any manner whatsoever, and shall not entitle Holders to petition for the insolvency or dissolution of the
Issuer or to take any other action. Following any reduction of the Prevailing Principal Amount, the Issuer may, at its
discretion, increase the Prevailing Principal Amount of the Securities on any date and in any amount that it
determines in its discretion (either to the Initial Principal Amount or to any lower amount) provided that several
conditions are met, as set out in "Terms and Conditions of the Securities Discretionary Reinstatement".
The Conditions do not contain events of default.
Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) for the approval
of this offering memorandum (the Offering Memorandum) as Listing Particulars (Listing Particulars). Application has
been made to Euronext Dublin for the Securities to be admitted to the Official List and trading on the Global Exchange
Market which is the exchange regulated market of Euronext Dublin. The Global Exchange Market is not a regulated market
for the purposes of Directive 2014/65/EU.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities
Act) or under any securities law of any state or other jurisdiction of the United States and may not be offered or sold within
the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act
(Regulation S)) except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable state securities laws.
The Securities are expected to be rated BB+ by S&P Global Ratings Europe Limited (S&P) and BBB- by Fitch Ratings
Limited (Fitch). As at the date of this Offering Memorandum, each of S&P and Fitch is established in the European Union
i

and is registered under the Regulation (EC) No. 1060/2009 of the European Parliament and of the Council dated 16
September 2009, on credit rating agencies, as amended by Regulation (EU) No. 513/2011 (the CRA Regulation). As such,
each of S&P and Fitch is included in the list of credit rating agencies published by the European Securities and Markets
Authority (ESMA) on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with
the CRA Regulation. A credit rating is not a recommendation to buy, sell or hold securities and may be suspended, revised
or withdrawn by the rating agency at any time without notice.
Amounts payable under the Securities are calculated by reference to the mid-swap rate for euro swaps with a term of 5 years
which appears on the Reuters screen "ICESWAP2" as of 11:00 a.m. (Central European time) on such Reset Rate Interest
Determination Date (as defined in the Conditions) which is provided by ICE Benchmark Administration Limited or by
reference to EURIBOR, which is provided by the European Money Markets Institute. As at the date of this Offering
Memorandum, each of ICE Benchmark Administration Limited and the European Money Markets Institute appears on the
register of administrators and benchmarks established and maintained by the European Securities and Markets Authority
(ESMA) pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011).
An investment in the Securities involves certain risks. Potential investors should review all the information contained
or incorporated by reference in this document and, in particular, the information set out in the section entitled "Risk
Factors" before making a decision to invest in the Securities.
Structuring Advisor
Deutsche Bank
Joint Global Coordinators
Deutsche Bank
HSBC
Joint Lead Managers
Barclays
BNP Paribas
Deutsche Bank
HSBC
NatWest Markets
Rabobank
UniCredit
ii

This Offering Memorandum has been prepared for the purpose of giving information with regard to
the Issuer, the Issuer and its subsidiaries and affiliates taken as a whole (the Group) and the
Securities which, according to the particular nature of the Issuer and the Securities, is necessary to
enable investors to make an informed assessment of the assets and liabilities, financial position, profit
and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the
best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case)
the information contained in this Offering Memorandum is in accordance with the facts and does not
omit anything likely to affect the import of such information.
Certain information contained in this Offering Memorandum and/or documents incorporated herein
by reference has been extracted from sources specified in the sections where such information
appears. The Issuer confirms that such information has been accurately reproduced and that, so far
as it is aware and is able to ascertain from information published by the above sources, no facts have
been omitted which would render the information reproduced inaccurate or misleading. The Issuer
has also identified the source(s) of such information.
This Offering Memorandum is to be read in conjunction with any supplement, that may be published
between the date of this Offering Memorandum and the date of listing of the Securities on the Official
List and admission to trading of the Securities on the regulated market of Euronext Dublin, and all
documents which are incorporated herein by reference (see the section entitled "Documents
Incorporated by Reference"). This Offering Memorandum shall be read and construed on the basis
that such documents are incorporated in, and form part of, this Offering Memorandum.
The Joint Lead Managers (as defined in the section entitled "Subscription and Sale", herein the Joint
Lead Managers) have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Joint Lead Managers as to the accuracy or completeness of any of the information
contained or incorporated by reference in this Offering Memorandum or any other information
provided by the Issuer in connection with the issue and sale of the Securities.
In connection with the issue and sale of the Securities, no person is or has been authorised by the
Issuer or the Joint Lead Managers to give any information or to make any representation not
contained in or not consistent with this Offering Memorandum and if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or the Joint Lead
Managers.
Neither the delivery of this Offering Memorandum nor the offering, sale or delivery of any Securities
shall in any circumstances imply that the information contained herein concerning the Issuer is
correct at any time subsequent to the date hereof or that there has been no change in the affairs of the
Issuer or those of the Group since the date hereof or the date upon which this Offering Memorandum
has been most recently supplemented or that there has been no adverse change in the financial
position of the Issuer or that of the Group since the date hereof or the date upon which this Offering
Memorandum has been most recently supplemented or that any other information supplied in
connection with the issue and sale of the Securities is correct as of any time subsequent to the date
indicated in the document containing the same.
Neither this Offering Memorandum nor any other information supplied in connection with the issue
and sale of the Securities (a) is intended to provide the basis of any credit or other evaluation or (b)
should be considered as a recommendation by the Issuer or the Joint Lead Managers that any
recipient of this Offering Memorandum or any other information supplied in connection with the issue
and sale of the Securities should purchase any Securities. Neither this Offering Memorandum nor any
iii

other information supplied in connection with the issue and sale of the Securities constitutes an offer
or invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to subscribe for
or to purchase any Securities.
In making an investment decision regarding the Securities, prospective investors should rely on their
own independent investigation and appraisal of (a) the Issuer, the Group, their business, their
financial condition and affairs and (b) the terms of the offering, including the merits and risks
involved. The content of this Offering Memorandum is not to be construed as legal, business or tax
advice. Each prospective investor should consult its own advisers as to legal, tax, financial, credit and
related aspects of an investment in the Securities and the suitability of investing in the Securities in
light of its particular circumstances. The Joint Lead Managers do not undertake to review the
financial condition or affairs of the Issuer or the Group after the date of this Offering Memorandum
or to advise any investor or potential investor in the Securities of any information coming to the
attention of the Joint Lead Managers. Potential investors should, in particular, read carefully the
section entitled "Risk Factors" set out below and the documents incorporated by reference into this
Offering Memorandum before making a decision to invest in the Securities.
The language of the Offering Memorandum is English. Certain legislative references and technical
terms have been cited in their original language in order that the correct technical meaning may be
ascribed to them under applicable law.
RESTRICTIONS ON MARKETING AND SALES
Prohibition on marketing and sales of Securities to retail investors
The Securities are complex financial instruments and are not a suitable or appropriate investment for
all investors. In some jurisdictions, regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of securities with features similar to the
Securities to retail investors. In particular, in June 2015, the FCA published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the PI
Instrument). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on
key information documents for packaged and retail and insurance-based investment products
(PRIIPs) became directly applicable in all EEA member states and (ii) MiFID II was required to be
implemented in EEA member states by 3 January 2018. Together the PI Instrument, PRIIPs and
MiFID II are referred to as the Regulations.
The Regulations set out various obligations in relation to (i) the manufacture and distribution of
financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-
based investment products and certain contingent write down or convertible securities, such as the
Securities.
Potential investors in the Securities should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial
interests therein) including the Regulations.
Each Joint Lead Manager is required to comply with some or all of the Regulations. By purchasing,
or making or accepting an offer to purchase, any Securities (or a beneficial interest therein) from the
Issuer and/or any Joint Lead Manager, each prospective investor represents, warrants, agrees with,
and undertakes to, the Issuer and the Joint Lead Managers that:
1.
it is not a retail client (as defined in MiFID II);
iv

2.
whether or not it is subject to the Regulations, it will not:
(A)
sell or offer the Securities (or any beneficial interest therein) to retail clients in the
EEA (as defined in MiFID II); or
(B)
communicate (including the distribution of this Offering Memorandum) or approve
an invitation or inducement to participate in, acquire or underwrite the Securities (or
any beneficial interests therein) where that invitation or inducement is addressed to
or disseminated in such a way that it is likely to be received by a retail client in the
EEA (in each case within the meaning of the MiFID II). In selling or offering
Securities or making or approving communications relating to the Securities, it may
not rely on the limited exceptions set out in the PI Instrument; and
3.
if it is a person in Hong Kong, it is a "professional investor" as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the
SFO; and
4.
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Securities (and any beneficial interest therein), including (without limitation) the
Regulations and any other applicable laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Securities (or any
beneficial interest therein) by investors in any relevant jurisdiction.
It will further acknowledge that:
(i)
the identified target market for the Securities (for the purposes of the product governance
obligations in MiFID II) is eligible counterparties and professional clients; and
(ii)
no key information document (KID) under PRIIPs has been prepared and therefore offering
or selling the Securities or otherwise making them available to any retail investor in the EEA
may be unlawful under PRIIPs.
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 MiFID II; or (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.
PRIIPs Regulation / Prospectus Regulation / Prohibition on Marketing and Sales to Retail
Investors
The Securities 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. 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
MiFID II; or (ii) a customer within the meaning of the IDD, where that customer would not qualify as
a professional client as defined in point (1) of Article 4(1) of MiFID II. Consequently no key
information document required by PRIIPs for offering or selling the Securities or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the
Securities or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs.
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
v

the Securities has led to the conclusion that: (i) the target market for the Securities is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Securities to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Securities (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 Securities (by
either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
This Offering Memorandum does not constitute an offer to sell or the solicitation of an offer to buy
any Securities in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation
in such jurisdiction. The distribution of this Offering Memorandum and the offer or sale of Securities
may be restricted by law in certain jurisdictions. The Issuer and the Joint Lead Managers do not
represent that this Offering Memorandum may be lawfully distributed, or that any Securities may be
lawfully offered, in compliance with any applicable registration or other requirements in any such
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 or
the Joint Lead Managers which would permit a public offering of any Securities or distribution of this
Offering Memorandum in any jurisdiction where action for that purpose is required. Accordingly, no
Securities may be offered or sold, directly or indirectly, and none of this Offering Memorandum, any
advertisement or other offering material may be distributed or published in any jurisdiction, except
under circumstances that will result in compliance with any applicable laws and regulations. Persons
into whose possession this Offering Memorandum or any Securities may come must inform themselves
about, and observe, any such restrictions on the distribution of this Offering Memorandum and the
offering and sale of Securities. In particular, there are restrictions on the distribution of this Offering
Memorandum and the offer or sale of Securities in the United States, Singapore, Hong Kong, the
United Kingdom, France and Italy; see the section entitled "Subscription and Sale".
This Offering Memorandum is being provided for informational use solely in connection with the
consideration of a purchase of the Securities to qualified purchasers in offshore transactions
complying with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act. Its use for any
other purpose is not authorised. This Offering Memorandum may not be copied or reproduced in
whole or in part, nor may it be distributed or any of its contents be disclosed to anyone other than the
prospective investors to whom it is being provided.
In this Offering Memorandum, unless otherwise specified or the context otherwise requires,
references to , Euro, EUR or euro are to the single currency of the participating member states of
the European Economic and Monetary Union which was introduced on 1 January 1999.
In connection with the issue of the Securities, Deutsche Bank AG, London Branch (herein referred to
as the Stabilising Manager, (or persons acting on behalf of the Stabilising Manager)), may over-allot
or effect transactions with a view to supporting the market price of the Securities at a level higher
than that which might otherwise prevail but in doing so the Stabilising Manager shall act as principal
and not as agent of the Issuer. However, stabilisation may not necessarily occur. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the final terms of the
offer of the Securities is made and, if begun, may cease at any time, but it must end no later than the
earlier of thirty (30) calendar days after the issue date of the Securities and sixty (60) calendar days
after the date of the allotment of the Securities. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager (or person(s) acting on its behalf) in accordance with all
applicable laws and rules.
vi

TABLE OF CONTENTS
Section
Page
Risk Factors..............................................................................................................................................1
General Description of the Securities ....................................................................................................56
Documents Incorporated by Reference..................................................................................................67
Terms and Conditions of the Securities .................................................................................................68
Form of the Securities ............................................................................................................................98
Use of Proceeds....................................................................................................................................100
Description of the Issuer ......................................................................................................................101
Taxation ...............................................................................................................................................127
Subscription and Sale...........................................................................................................................131
General Information .............................................................................................................................135
vii

RISK FACTORS
Before investing in the Securities, prospective investors should carefully consider the risks and
uncertainties described below, together with the other information contained or incorporated by
reference in this Offering Memorandum. The occurrence of any of the events or circumstances
described in these risk factors, individually or together with other circumstances, could have a
material adverse effect on the Group, its business, revenues, prospects, results and financial
condition, which could result in an inability of the Issuer to pay interest and/or principal and could
negatively affect the price of the Securities. In that event, the value of the Securities could decline and
an investor might lose part or all of his investment.
All of these risk factors and events are contingencies which may or may not occur. The Group may
face a number of these risks described below simultaneously and one or more risks described below
may be interdependent. The order in which risks are presented is not necessarily an indication of the
likelihood of the risks actually materialising, of the potential significance of the risks or of the scope
of any potential harm to the business, revenues, prospects, results and financial condition of the
Group, which could result in an inability of the Issuer to pay interest and/or principal and could
negatively affect the price of the Securities.
The risk factors are based on assumptions that could turn out to be incorrect. Furthermore, although
the Group believes that the risks and uncertainties described below are the material risks and
uncertainties concerning the Group's business and the Securities, they are not the only risks and
uncertainties relating to the Group and the Securities. Other risks, events, facts or circumstances not
presently known to the Group, or that the Group currently deems to be immaterial could, individually
or cumulatively, prove to be important and could have a material adverse effect on the Group's
business, revenues, prospects, results and financial condition. The value of the Securities could
decline as a result of the occurrence of any such risks, events, facts or circumstances or as a result of
the events, facts, or circumstances described in these risk factors, and investors could lose part or all
of their investment.
Prospective investors should carefully read the detailed information set out elsewhere in this Offering
Memorandum and incorporated by reference herein and form their own views prior to making an
investment decision. Before making an investment decision with respect to any Securities, prospective
investors should also consult their own stockbroker, bank manager, lawyer, accountant, auditor or
other financial, legal and/or tax advisers and carefully review the risks associated with an investment
in the Securities and consider such an investment decision in light of their personal circumstances.
Each prospective investor in the Securities must determine, based on its own independent review and
such professional advice as it deems appropriate under the circumstances, that its acquisition of the
Securities is fully consistent with its financial needs, objectives and condition, complies and is fully
consistent with all investment policies, guidelines and restrictions applicable to it and is a fit, proper
and suitable investment for it, notwithstanding the clear and substantial risks inherent in investing in
or holding the Securities.
Each prospective investor should consult its own advisers as to legal, tax and related aspects of an
investment in the Securities. A prospective investor may not rely on the Issuer or the Joint Lead
Managers or any of their respective affiliates in connection with its determination as to the legality of
its acquisition of the Securities or as to the other matters referred to above.
Unless the context requires otherwise, capitalised terms which are defined in "Terms and Conditions
of the Securities" have the same meaning when used herein.
1

RISK FACTORS RELATING TO THE ISSUER
Risks relating to the Group's Business
General Economic and Market Conditions
Because the Issuer is an integrated financial services company conducting business on a worldwide
basis, the revenues and earnings of the Issuer are affected by the volatility and strength of the
economic, business and capital markets environments specific to the geographic regions in which the
Issuer conducts business and changes in such factors may adversely affect the profitability of its
insurance, banking and asset management business
Factors such as interest rates, exchange rates, consumer spending, business investment, government
spending, the volatility and strength of the capital markets, and terrorism all impact the business and
economic environment and, ultimately, the amount and profitability of business the Issuer conducts in
a specific geographic region. For example, in an economic downturn characterised by higher
unemployment, lower family income, lower corporate earnings, lower business investment and
consumer spending, the demand for banking and insurance products would be adversely affected and
the Issuer's reserves and provisions would likely increase, resulting in lower earnings. Similarly, a
downturn in the equity markets could cause a reduction in commission income the Issuer earns from
managing portfolios for third parties, as well as income generated from its own proprietary portfolios,
each of which is generally tied to the performance and value of such portfolios. The Issuer also offers
a number of insurance and financial products that expose the Issuer to risks associated with
fluctuations in interest rates, securities prices or the value of real estate assets. In addition, a mismatch
of interest-earning assets and interest-bearing liabilities in any given period may, in the event of
changes in interest rates, have a material effect on the financial condition or result from operations of
the businesses of the Issuer.
In addition, despite recent improvements in the financial position of many European countries, the
peripheral European financial system continues to be weak and could deteriorate further and there
remains a risk that financial difficulties may result in certain European countries exiting the Eurozone.
Similarly, on 23 June 2016 the United Kingdom (the UK), in a referendum, voted to leave the
European Union (the EU) and the UK Government invoked Article 50 of the Lisbon Treaty relating to
withdrawal on 29 March 2017. Under Article 50, the Treaty on the EU and the Treaty on the
Functioning of the EU cease to apply in the relevant state from the date of entry into force of a
withdrawal agreement or, failing that, two years after the notification of intention to withdraw,
although this period may be extended in certain circumstances.
Following the UK government's decision to invoke Article 50 on 29 March 2017, it was expected that
the UK would leave the EU in March 2019. However, on 19 March 2019, it was announced that a
transition period was agreed that will last from 29 March 2019 to 31 December 2020. During this
period, EU laws shall generally still be applicable to and in the UK. Negotiations relating to the terms
of the UK's relationship with the EU now will extend beyond the two-year period set forth in Article
50, which may create additional volatility in the markets and have an adverse impact on the Group's
prospects, financial condition and results of operations. The chances that there will be a 'hard' Brexit
are increasing as time is passing. Until the terms and timing of the UK's exit from the EU are clearer,
it is not possible to determine the impact that the referendum, the UK's departure from the EU and/or
any related matters may have on the business of the Group. If there will be a 'hard' Brexit, the
uncertainties are even bigger. Currently, the UK government and the remaining EU countries have
decided to postpone the departure of the UK until 31 October 2019. The Group could be adversely
affected in a number of ways including through exposure to fluctuations in the equity, fixed income
and property markets which could result in a material adverse effect on its returns on invested assets
and the value of its investment portfolio or its solvency position. See also "Because the Issuer and its
2

subsidiaries are exposed to fluctuations in the equity, fixed income and property markets, it could
result in a material adverse effect on its returns on invested assets, and the value of its investment
portfolio, or its solvency position". In addition, it is unclear at this stage what the consequences of the
UK's departure from the EU will ultimately be for the Issuer or the trading price of the Securities.
On 15 July 2016, the Turkish government was subject to an attempted coup by a group within the
Turkish army. The Turkish government and the Turkish security forces (including the Turkish army)
took control of the situation in a short period of time and the ruling government remained in control.
On 16 April 2017, a constitutional referendum was held throughout Turkey and a new draft of the
constitution that increases the power of Turkish president Erdogan was approved by the Turkish
voters. Early 2019, general elections have been held but the outcome was subsequently not
acknowledged by all parties and a recount was announced. At this stage, the outcome and political
consequences are unknown. Although the Issuer's operations in Turkey have not been materially
affected by the coup, the 2019 elections and/or the referendum, the impact on political and social
circumstances following the attempted coup and the referendum and the aftermath thereof, including
developments in the political relationship between Turkey and the Netherlands, could result in a
further increase in volatility in the currency market and/or could have a material effect on the
financial condition or result from operations of the business of the Issuer in Turkey.
The hedging programmes of the Issuer and/or any of its subsidiaries may prove inadequate or
ineffective for the risks they address, which could have a material adverse effect on the Issuer's
business, results of operations, financial condition and prospects
The Issuer and its subsidiaries employ hedging programmes with the objective of mitigating risks
inherent in its business and operations. These risks include current or future changes in the fair value
of the assets and liabilities of the Issuer and/or any of its subsidiaries, current or future changes in
cash flows, the effect of interest rates, equity markets and credit spread changes, the occurrence of
credit defaults, and currency exchange fluctuations. As part of its risk management strategy, the Issuer
and its subsidiaries employ hedging programmes to control these risks by entering into derivative
financial instruments, such as swaps, options, futures and forward contracts.
Developing an effective strategy for dealing with the risks described above is complex, and no
strategy can completely protect the Issuer and its subsidiaries from such risks. Each of the hedging
programmes of the Issuer and its subsidiaries is based on financial market and customer behaviour
models using, amongst others, statistics, observed historical market and customer behaviour,
underlying fund performance, insurance policy terms and conditions, and the own judgment, expertise
and experience of the Issuer and/or its subsidiaries. These models are complex and may not identify
all exposures, may not accurately estimate the magnitude of identified exposures, or may not
accurately determine the effectiveness of the hedge instruments, or fail to update hedge positions
quickly enough to effectively respond to market movements. Furthermore, the effectiveness of these
models depends on information regarding markets, customers, fund values, the insurance portfolio of
the Issuer and/or its subsidiaries and other matters, each of which may not always be accurate,
complete, up-to-date or properly evaluated. Hedging programmes also involve transaction and other
costs, and if the Issuer and/or its subsidiaries terminate a hedging arrangement, it may be required to
pay additional costs, such as transaction fees or breakage costs. The Issuer and/or its subsidiaries may
incur losses on transactions after taking into account hedging strategies. Although the Issuer and its
subsidiaries have developed policies and procedures to identify, monitor and manage risks associated
with these hedging programmes, the hedging programmes may not be effective in mitigating the risk
that they are intended to hedge, particularly during periods of financial market volatility.
Furthermore, the derivative counterparty in a hedging transaction may default on its obligations.
Although it is the policy of the Issuer and its subsidiaries to fully collateralise derivative contracts,
and differences in market value of the collateral are settled between the relevant parties on a daily
3