Obligation AMRO ABN 4.375% ( XS2131567138 ) en EUR

AMRO ABN

100.1 % ▲

Pays-bas

XS2131567138 ( en EUR )

4.375% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation ABN AMRO XS2131567138 en EUR 4.375%, échéance Perpétuelle

200 000 EUR

1 000 000 000 EUR

22/03/2026 ( Dans 138 jours )

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

L'Obligation émise par AMRO ABN ( Pays-bas ) , en EUR, avec le code ISIN XS2131567138, paye un coupon de 4.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Offering Circular dated 11 June 2020
ABN AMRO BANK N.V.
(incorporated with limited liability in The Netherlands with its statutory seat in Amsterdam and registered in the Commercial Register of the Chamber of Commerce under
number 34334259)
1,000,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital
Securities
Issue Price 100 per cent
1,000,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities (the "Capital Securities") will be
issued by ABN AMRO Bank N.V. (the "Issuer"). The issue price of the Capital Securities is 100 per cent of their Original Principal Amount (as defined
in Condition 19 (Definitions) in "Terms and Conditions of the Capital Securities" below). The Capital Securities will constitute unsecured and deeply
subordinated obligations of the Issuer, ranking pari passu without any preference among themselves, as described in Condition 2 (Status of the Capital
Securities) in "Terms and Conditions of the Capital Securities" below.
The Capital Securities will bear interest on their Prevailing Principal Amount (as defined in Condition 19 (Definitions) in "Terms and Conditions of the
Capital Securities" below), payable (subject to cancellation as described below) semi-annually in arrear on 22 March and 22 September in each year
(each an "Interest Payment Date"), from (and including) 15 June 2020 (the "Issue Date") to (but excluding) 22 September 2025 (the "First Call Date")
at the fixed rate of 4.375 per cent per annum. The rate of interest will reset on the First Call Date and on each fifth anniversary thereafter (each a "Reset
Date"). The Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities (in whole or in part), and it will be required
to cancel the payment of interest on the Capital Securities to the extent that the Distributable Items are, or the Maximum Distributable Amount is,
insufficient or at the order of the Competent Authority. As a result, holders of Capital Securities ("Holders") may not receive interest on any Interest
Payment Date. Interest that is cancelled will not be due on any subsequent date, and the non-payment will not constitute a default by the Issuer. See
Condition 3 (Interest and interest cancellation) in "Terms and Conditions of the Capital Securities" below.
The Prevailing Principal Amount of the Capital Securities will be written down if, at any time (i) the Issuer Solo-Consolidated CET1 Ratio falls
or remains below 5.125 per cent and/or (ii) the Issuer Consolidated CET1 Ratio falls or remains below 7 per cent (all as defined in Condition 19
(Definitions) in "Terms and Conditions of the Capital Securities" below). Holders may lose some or substantially all of their investment in the
Capital Securities as a result of such a write-down. Following such reduction, the Prevailing Principal Amount may, at the Issuer's discretion,
be written-up to the Original Principal Amount if certain conditions are met. See Condition 7 (Principal Write-down and Principal Write-up) in
"Terms and Conditions of the Capital Securities" below. In addition, the relevant Resolution Authority may be entitled to write down or convert
the Capital Securities in accordance with its statutory powers (see Condition 8 (Statutory Loss Absorption or Recapitalisation) in "Terms and
Conditions of the Capital Securities" below).
The Capital Securities have no fixed maturity and Holders do not have the right to call for their redemption. As a result, the Issuer is not required to make
any payment of the principal amount of the Capital Securities at any time prior to its winding-up or insolvency. The Issuer may, at its option, redeem all,
but not some only, of the Capital Securities on the First Call Date or on each Interest Payment Date thereafter at their Prevailing Principal Amount plus
accrued and unpaid interest (see Condition 5 (Redemption and Purchase) in "Terms and Conditions of the Capital Securities" below). The Issuer may
also, at its option, redeem all, but not some only, of the Capital Securities at any time at their Prevailing Principal Amount plus accrued and unpaid
interest (if any) upon the occurrence of a Tax Event or a Capital Event (each as defined in Condition 19 (Definitions) in "Terms and Conditions of the
Capital Securities" below). Any optional redemption of Capital Securities by the Issuer will be subject to the general conditions to redemption as set out
in Condition 5.6 (Conditions for Redemption and Purchase) in "Terms and Conditions of the Capital Securities" below. If a Tax Event or a Capital Event
has occurred and is continuing, the Issuer may substitute all of the Capital Securities or vary the terms of all of the Capital Securities, without the consent
or approval of Holders, provided that they become or remain compliant with Applicable Banking Regulations (as defined in Condition 19 (Definitions)
in "Terms and Conditions of the Capital Securities" below).
An investment in Capital Securities involves certain risks. Investors should ensure that they understand the nature of the Capital Securities and
the extent of their exposure to risks and they should review and consider these risks carefully before purchasing any Capital Securities. In
particular, investors should review and consider the risk factors relating to a Principal Write-down and interest cancellation and the impact
this may have on their investment. For a discussion of these risks see "Risk Factors" beginning on page 1.
This Offering Circular does not comprise a prospectus for the purposes of Regulation (EU) 2017/129 (the "Prospectus Regulation"). Application has
been made to Euronext Dublin for the Capital Securities to be admitted to the Official List and trading on the Global Exchange Market of Euronext
Dublin. This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by Euronext Dublin. References
in this Offering Circular to the Capital Securities being "listed" (and all related references) shall mean that the Capital Securities have been admitted to
the Official List and trading on the Global Exchange Market.
The Capital Securities will be in bearer form and in denominations of 200,000 and integral multiples of 100,000 in excess thereof up to (and including)
300,000. The Capital Securities will initially be represented by a temporary global capital security (the "Temporary Global Capital Security"), which
will be deposited with a common safekeeper for Clearstream Banking, S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear")
on the Issue Date. The Temporary Global Capital Security will be exchangeable for interests in a permanent global capital security (the "Permanent
Global Capital Security", together with the Temporary Global Capital Security, the "Global Capital Securities") not earlier than 40 days after the Issue
Date, upon certification as to non-U.S. beneficial ownership. The Permanent Global Capital Security will be exchangeable for Capital Securities in
definitive form (the "Definitive Capital Securities") in the limited circumstances set out therein, see "Form of the Capital Securities" below.
The Capital Securities are expected to be rated BBB- by Fitch Ratings Ltd. ("Fitch"). Fitch is established in the United Kingdom and is registered under
the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). A 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 Capital Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain
exceptions, the Capital Securities 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"). See "Subscription and Sale" below).
Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail investors" on page ii of this Offering
Circular for further information. The Capital Securities are not intended to be sold and should not be sold to retail clients in the European
Economic Area ("EEA"), as defined in the Regulations (as defined below), or in the United Kingdom other than in circumstances that do not
and will not give rise to a contravention of those rules by any person.

Joint Bookrunners

ABN AMRO
Goldman Sachs International

Credit Suisse

HSBC

Morgan Stanley

214980-4-45-v38.0

55-40738155

Co-Lead Managers

Bankia

Belfius
CaixaBank
Norddeutsche Landesbank - Girozentrale -

RBI AG

214980-4-45-v38.0

55-40738155

The contents of this Offering Circular are not intended to contain and should not be regarded as
containing advice relating to legal, taxation, investment or any other matters and prospective
investors are recommended to consult their own professional advisers for any advice concerning the
acquisition, holding or disposal of any Capital Securities.
Before making an investment decision with respect to any Capital Securities, prospective investors
should carefully consider all of the information set out in this Offering Circular and any
accompanying documents, as well as their own personal circumstances. Prospective investors should
have regard to, among other matters, the considerations described under the section headed "Risk
Factors" in this Offering Circular. This Offering Circular does not describe all of the risks of an
investment in the Capital Securities.
An investment in the Capital Securities is only suitable for investors who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and
risks of such an investment and who have sufficient resources to be able to bear any losses that may
result therefrom.
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information
contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect
the import of such information.
This Offering Circular is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below) and shall be read and construed on the basis
that such documents are incorporated in and form part of this Offering Circular.
This Offering Circular has been prepared on the basis that any offer of the Capital Securities in any member
state of the European Economic Area and in the United Kingdom, will be made pursuant to an exemption
under the Prospectus Regulation from the requirement to publish a prospectus for offers of Capital
Securities. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the
Capital Securities. The distribution of this Offering Circular and the offering of the Capital Securities in
certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular or any
Capital Securities come are required by the Issuer and the Managers to inform themselves about and to
observe any such restrictions.
Neither the Issuer nor any of the Managers represent that this Offering Circular may be lawfully distributed,
or that any Capital 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 any of the Managers which is intended to permit a public offering of any Capital Securities
or distribution of this Offering Circular in any jurisdiction where action for that purpose is required.
Accordingly, no Capital Securities may be offered or sold, directly or indirectly, and neither this Offering
Circular nor 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.
For a description of further restrictions on offers and sales of Capital Securities and distribution of this
Offering Circular, see "Subscription and Sale" below. In particular, the Capital Securities have not been,
and will not be, registered under the Securities Act and are subject to United States tax law requirements.
The Capital Securities are being offered outside the United States by the Managers in accordance with
Regulation S, and may not be offered, sold or delivered within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Offering Circular or any document incorporated by reference herein, or any other
information supplied in connection with the Capital Securities and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any Manager.
214980-4-45-v38.0
- i -
55-40738155

Neither this Offering Circular nor any other information supplied in connection with the Capital Securities
(i) is intended to provide the basis of any credit or other valuation or (ii) should be considered as a
recommendation or a statement of opinion by the Issuer or any Manager that any recipient of this Offering
Circular or any other information supplied in connection with the Capital Securities should purchase any
Capital Securities. Accordingly, no representation, warranty or undertaking, express or implied, is made by
any Manager in its capacity as such. Each investor contemplating purchasing any Capital Securities should
make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer.
Neither the Managers nor any of their respective affiliates have authorised the whole or any part of this
Offering Circular or have 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 Managers or any of their respective affiliates as to the accuracy or completeness of the
information contained or incorporated in this Offering Circular or any other information provided by the
Issuer in connection with the offering of the Capital Securities. No Manager or any of their respective
affiliates accepts any liability in relation to the information contained or incorporated by reference in this
Offering Circular or any other information provided by the Issuer in connection with the offering of the
Capital Securities or their distribution.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Capital 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 any other information supplied in connection with the Capital
Securities is correct as of any time subsequent to the date indicated in the document containing the same.
References to "euro", "EUR" 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.
Words and expressions defined in Condition 19 (Definitions) of the Terms and Conditions of the Capital
Securities shall have the same meanings ascribed to them in Condition 19 (Definitions) when used in other
parts of this Offering Circular.
In connection with the issue of the Capital Securities, Morgan Stanley & Co. International plc (the
"Stabilising Manager") (or any person acting on behalf of any Stabilising Manager) may over-allot Capital
Securities or effect transactions with a view to supporting the market price of the Capital Securities at a
level higher than that which might otherwise prevail. However, stabilisation may not occur. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the Capital Securities is made and, if begun, may cease at any time, but it must end no later than
the earlier of 30 days after the issue date of the Capital Securities and 60 days after the date of the allotment
of the Capital Securities. Any stabilisation action or over-allotment must be conducted by the Stabilising
Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all applicable laws
and rules.
Restrictions on marketing and sales to retail investors - The Capital 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 such as the Capital Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took
effect from 1 October 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 (as amended or superseded,
"PRIIPs") became directly applicable in all EEA member states (including the United Kingdom) and (ii)
Directive 2014/65/EU on Markets in Financial Instruments (as amended, "MiFID II") was required to be
implemented in EEA member states (including the United Kingdom) by 3 January 2018. Together the PI
Instrument, PRIIPs and MiFID II are referred to as the "Regulations".
214980-4-45-v38.0
- ii -
55-40738155

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 Capital Securities.
Potential investors in the Capital Securities should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the Capital Securities (or any
beneficial interests therein), including the Regulations.
The Issuer and the Managers are required to comply with the Regulations. By purchasing, or making or
accepting an offer to purchase, any Capital Securities (or a beneficial interest in such Capital Securities)
from the Issuer and/or the Managers, each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Managers that:
1.
it is not a retail client in the EEA or the United Kingdom (as defined MiFID II);
2.
whether or not it is subject to the Regulations, it will not
(a)
sell or offer the Capital Securities (or any beneficial interest therein) to retail clients (as
defined in MiFID II) in the EEA or the United Kingdom; or
(b)
communicate (including the distribution of this Offering Circular) or approve an invitation
or inducement to participate in, acquire or underwrite the Capital 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 or
the United Kingdom (in each case as defined in MiFID II); and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA or the United Kingdom) relating to the promotion, offering, distribution
and/or sale of the Capital Securities (or any beneficial interests therein), including (without
limitation) any such laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Capital Securities (or any beneficial
interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Capital Securities (or any beneficial interests therein) from the Issuer
and/or the Managers the foregoing representations, warranties, agreements and undertakings will be given
by and be binding upon both the agent and its underlying client.
Benchmarks Regulation - Amounts payable under the Capital Securities in respect of the Reset Period are
calculated by reference to EURIBOR, which is provided by the European Money Markets Institute. As at
the date of this Offering Circular, the European Money Markets Institute appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority pursuant to article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the
"Benchmarks Regulation").
Prohibition of Sales to EEA and United Kingdom Retail Investors - The Capital 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 in the EEA or in the United Kingdom. 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; (ii) a customer within the meaning of Directive 2016/97/EU (the "Insurance Distribution
Directive"), 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 Regulation.
Consequently, no key information document required by PRIIPs for offering or selling the Capital
Securities or otherwise making them available to retail investors in the EEA or in the United Kingdom has
been prepared and therefore offering or selling the Capital Securities or otherwise making them available
to any retail investor in the EEA or in the United Kingdom may be unlawful under PRIIPs.
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 Capital Securities has led to the
conclusion that: (i) the target market for the Capital Securities is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Capital Securities to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
214980-4-45-v38.0
- iii -
55-40738155

or recommending the Capital 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 Capital Securities (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate distribution channels.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore and the
Securities and Futures (Capital Markets Products) Regulations 2018 (the "CMP Regulations 2018"), the
Issuer has determined the classification of the Capital Securities as capital markets products other than
prescribed capital markets products (as defined in the CMP Regulations 2018) and Specified Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
Unless the context otherwise requires, references in this Offering Circular to "Issuer" and "ABN AMRO
Bank" are to ABN AMRO Bank N.V. and references to "ABN AMRO" are to ABN AMRO Bank and its
group companies (within the meaning of Section 2:24b of the Dutch Civil Code (the "DCC"), which shall
in any event include its subsidiaries).
214980-4-45-v38.0
- iv -
55-40738155

CONTENTS

Page
1.
RISK FACTORS ................................................................................................................................. 1
2.
OVERVIEW ...................................................................................................................................... 26
3.
DOCUMENTS INCORPORATED BY REFERENCE ..................................................................... 37
4.
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES ................................................... 40
6.
FORM OF THE CAPITAL SECURITIES ........................................................................................ 70
7.
USE OF PROCEEDS ........................................................................................................................ 72
8.
REGULATORY CAPITAL POSITION AND REQUIREMENTS .................................................. 73
9.
TAXATION ....................................................................................................................................... 74
10.
SUBSCRIPTION AND SALE ....................................................................................................... 77
11.
GENERAL INFORMATION ......................................................................................................... 81

214980-4-45-v38.0

55-40738155

1.
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Capital
Securities. All 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 the Issuer believes may be material for the purpose of assessing the market risks
associated with the Capital Securities are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Capital Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with the Capital Securities may occur for other reasons and the Issuer does not represent that
the statements below regarding the risks of holding the Capital Securities 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, financial condition and affect an investment
in Capital Securities. Prospective investors should also read the detailed information set out elsewhere in
this Offering Circular and reach their own views prior to making any investment decision.
Before making an investment decision with respect to the Capital Securities, prospective investors should
form their own opinions, 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 Capital
Securities and consider such an investment decision in the light of the prospective investor's personal
circumstances.
Words and expressions defined in the sections headed "Terms and Conditions of the Capital Securities"
below shall have the same meaning in this section. References to "the Issuer" in this section are used as a
reference to ABN AMRO Bank N.V. and its consolidated subsidiaries and the other group companies. On
29 June 2019, the Group Legal Merger (as defined in the Registration Document) between ABN AMRO
Bank N.V. and ABN AMRO Group N.V. became effective. As a result of the Group Legal Merger, ABN
AMRO Group has ceased to exist and all shares in ABN AMRO Group N.V. have become shares in ABN
AMRO Bank N.V.
Risks relating to the Issuer
Each potential investor in the Capital Securities should refer to the Risk Factors section of the Registration
Document for a description of those factors which may affect the Issuer's ability to fulfil its obligations
under the Capital Securities. See the section "Documents Incorporated by Reference" below.
Risks related to the Capital Securities
1.
The Capital Securities are complex instruments that may not be suitable for all investors
The Capital Securities may not be suitable for all investors. Each potential investor in the Capital
Securities must determine the suitability of that investment in light of its own circumstances. In
particular, each potential investor, either on its own or with the help of its financial and other
professional advisers, should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Issuer
and the Capital Securities, the merits and risks of investing in the Capital Securities and
the information contained or incorporated by reference in this Offering Circular;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context
of its particular financial situation, an investment in the Capital Securities and the impact
such investment 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 Capital Securities, including where the currency for payments in respect of the
Capital Securities is different from the potential investor's currency and including the
possibility that the entire principal amount of the Capital Securities could be lost;
(iv)
understand thoroughly the terms of the Capital Securities, including the provisions
relating to the payment and cancellation of interest and any write-down of the Capital
214980-4-45-v38.0
- 1 -
55-40738155

Securities, and be familiar with the behaviour of any relevant indices and the financial
markets in which they participate; 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.
The Capital Securities are complex financial instruments making it difficult to compare them with
other similar financial instruments due to a lack of fully harmonised structures, trigger points and
loss absorption. A potential investor should not invest in the Capital Securities unless it has the
expertise (either alone or with a financial adviser) to evaluate how the Capital Securities will
perform under changing conditions, the likelihood of a Principal Write-down, reaching the point
of non-viability or cancellation of coupons (as discussed below in the risk factors "9. A Holder may
lose all of its investment in the Capital Securities, including the principal amount plus any accrued
but unpaid interest, in the event that Statutory Loss Absorption or Recapitalisation occurs", "5.
The principal amount of the Capital Securities may be reduced (Written Down) to absorb losses"
and "4. In certain circumstances, the Issuer may decide not to pay interest on the Capital Securities
or be required not to pay such interest"), the resulting effects on the value of the Capital Securities,
and the impact of this investment on the potential investor's overall investment portfolio. These
risks may be difficult to evaluate given their discretionary or unknown nature.
2.
The Capital Securities constitute deeply subordinated obligations
The Capital Securities constitute unsecured and deeply subordinated obligations of the Issuer and
will rank, subject to any rights or claims which are mandatorily preferred by law, (i) pari passu
without any preference among themselves and with all other present and future Parity Obligations
of the Issuer (including any other series of Additional Tier 1 instruments) and (ii) junior to the
rights and claims of creditors in respect of all present and future Senior Obligations. As a result, in
the event of liquidation or bankruptcy of the Issuer, any claims of the Holders against the Issuer
will be subordinated to (a) the claims of depositors (other than in respect of those whose deposits
are expressed by their terms to rank equally to or lower than the Capital Securities), (b) all
unsubordinated rights and claims with respect to the repayment of borrowed money, (c) any other
unsubordinated rights and claims and (d) all subordinated rights and claims (including with respect
to any Tier 2 instruments) other than (i) Parity Obligations and (ii) Junior Obligations.
Before the occurrence of any event referred to above, holders of the Capital Securities may already
have lost the whole or part of their investment in the Capital Securities as a result of a write-down
of the principal amount of the Capital Securities following a Trigger Event and/or a write-down or
conversion of the principal amount of the Capital Securities following Statutory Loss Absorption
or Recapitalisation (see the risk factors "5. The principal amount of the Capital Securities may be
reduced (Written Down) to absorb losses" and "9. A Holder may lose all of its investment in the
Capital Securities, including the principal amount plus any accrued but unpaid interest, in the
event that Statutory Loss Absorption or Recapitalisation occurs" below). In the event of liquidation
or bankruptcy of the Issuer, payment of any remaining principal amount not so written down to a
Holder will, by virtue of such subordination, only be made after all obligations of the Issuer
resulting from higher-ranking deposits, unsubordinated claims with respect to the repayment of
borrowed money, other unsubordinated rights and claims and higher ranking subordinated claims
have been satisfied in full. If any such event occurs, the Issuer may not have enough assets
remaining after these payments to pay amounts due and payable under the Capital Securities. A
Holder may therefore recover less than the holders of deposit liabilities or the holders of
unsubordinated or prior ranking subordinated liabilities of the Issuer. In addition, no Holder may
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 Capital Securities or Coupons.
Although the Capital Securities may pay a higher rate of interest than securities which are not, or
not as deeply, subordinated, there is a real risk that an investor in deeply subordinated securities
such as the Capital Securities will lose all or some of its investment should the Issuer become
insolvent.
214980-4-45-v38.0
- 2 -
55-40738155

3.
The Issuer is not prohibited from issuing further debt, which may rank pari passu with or senior
to the Capital Securities
The Terms and Conditions of the Capital Securities do not limit the amount of liabilities ranking
senior or pari passu in priority of payment to the Capital Securities which may be incurred or
assumed by the Issuer from time to time, whether before or after the issue date of the Capital
Securities nor do they restrict the Issuer in issuing Additional Tier 1 instruments with other write-
down mechanisms or trigger levels or that convert into shares upon a trigger event. The Issuer may
be able to incur significant additional secured or unsecured unsubordinated indebtedness and/or
prior-ranking subordinated indebtedness. If the Issuer becomes insolvent or is liquidated, or if
payment under any secured or unsecured unsubordinated and/or prior-ranking subordinated debt
obligations is accelerated, the Issuer's secured or unsecured unsubordinated or, as the case may be,
prior-ranking subordinated lenders would be entitled to exercise the remedies available to a secured
or unsecured unsubordinated and/or prior-ranking subordinated lender before the Holders.
Unsubordinated liabilities of the Issuer may also arise from events that are not reflected on the
balance sheet of the Issuer, including, without limitation, insurance or reinsurance contracts,
derivative contracts, the issuance of guarantees or the incurrence of other contingent liabilities on
an unsubordinated basis. Claims made under such guarantees or such other contingent liabilities
will become unsubordinated liabilities of the Issuer that in a winding-up or insolvency proceeding
of the Issuer will need to be paid in full before the obligations under the Capital Securities may be
satisfied.
As a result, the Capital Securities are subordinated to any secured or unsecured unsubordinated
indebtedness and/or prior-ranking subordinated indebtedness that the Issuer may incur in the
future. If any event referred to in the risk factor "2. The Capital Securities constitute deeply
subordinated obligations" above were to occur, the Issuer may not have enough assets remaining
after these payments to pay amounts due and payable under the Capital Securities and the Holders
may therefore recover ratably less (if anything) than the lenders of the Issuer's secured or unsecured
unsubordinated debt and/or prior-ranking subordinated debt in the event of the Issuer's bankruptcy
or liquidation. Even if the claims of senior ranking creditors would be satisfied in full, Holders
may still not be able to recover the full amount due because the proceeds of the remaining assets
must be shared pro rata among all other creditors holding claims ranking pari passu with the claims
of the Holders in respect of the Capital Securities.
Also, the incurrence of additional capital instruments with interest cancellation provisions similar
to the Capital Securities may increase the likelihood of (partial) interest payment cancellations
under the Capital Securities if the Issuer is not able to generate sufficient Distributable Items or to
maintain adequate capital buffers to make interest payments falling due on all outstanding capital
instruments of the Issuer in full. See the risk factor "4. In certain circumstances, the Issuer may
decide not to pay interest on the Capital Securities or be required not to pay such interest" below.
If the Issuer's financial condition were to deteriorate, investors could suffer direct and materially
adverse consequences, including suspension of interest and reduction of interest and principal and,
if the Issuer were liquidated (whether voluntarily or involuntarily), investors could suffer loss of
their entire investment.
4.
In certain circumstances, the Issuer may decide not to pay interest on the Capital Securities or
be required not to pay such interest
The Issuer may at any time elect, in its sole and absolute discretion, to cancel the payment of any
interest in whole or in part at any time that it deems necessary or desirable and for any reason and
without any restriction on the Issuer thereafter. The Issuer will be required to cancel the payment
of all or some of the interest payments otherwise falling due on the Capital Securities in
circumstances where the relevant interest payment would either cause the Distributable Items or,
if certain capital buffers are not maintained and when aggregated together with other distributions
of the kind referred to in article 3:62b Wft implementing article 141(2) of the Capital Requirements
Directive (2013/36/EU) (as amended, "CRD"), article 16a of Directive (2019/879/EU) amending
the BRRD ("BRRD2") (once implemented) or in any Applicable Banking Regulations, the relevant
Maximum Distributable Amount to be exceeded, as described in Condition 3.2(b) (Mandatory
cancellation of interest). Also, the Competent Authority may order the Issuer to cancel interest
214980-4-45-v38.0
- 3 -
55-40738155