Obligation FMO-Ontwikkelingslanden N.V. 6.5% ( XS2345045335 ) en KES

FMO-Ontwikkelingslanden N.V.

100 % ⇌

Pays-Bas

XS2345045335 ( en KES )

6.5% par an ( paiement annuel )

24/05/2023 - Obligation échue

Prospectus brochure de l'obligation FMO-Nederlandse Financierings-Maatscap is voor Ontwikkelingslanden N.V XS2345045335 en KES 6.5%, échue

100 000 KES

1 000 000 000 KES

FMO, ou Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V., est une institution financière de développement néerlandaise qui investit dans des entreprises et des projets dans les pays en développement pour contribuer à un impact économique et social positif.

L'Obligation émise par FMO-Ontwikkelingslanden N.V. ( Pays-Bas ) , en KES, avec le code ISIN XS2345045335, paye un coupon de 6.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/05/2023

BASE PROSPECTUS DATED 9 JUNE 2022
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V.
(Incorporated in the Netherlands with limited liability and having its statutory domicile in
The Hague)
EUR 7,000,000,000 Debt Issuance Programme
Under the EUR 7,000,000,000 Debt Issuance Programme (the "Programme") described in this base prospectus
(the "Base Prospectus"), Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V. ("FMO" or
the "Issuer") may from time to time issue senior preferred notes (the "Senior Preferred Notes"), senior non-
preferred notes (the "Senior Non-Preferred Notes") and subordinated notes (the "Subordinated Notes" and
together with the Senior Preferred Notes and the Senior Non-Preferred Notes herein collectively referred to as the
"Notes") denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below).
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will
not exceed EUR 7,000,000,000 (or its equivalent in any other currency calculated as described herein).
The Notes may be issued on a continuing basis to one or more of the dealers specified below and any additional
dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an
ongoing basis (each a "Dealer" and together the "Dealers"). The Dealer or Dealers with whom the Issuer agrees
or proposes to agree an issue of any Notes is or are referred to as the "relevant Dealer(s)" in respect of those
Notes.
An investment in the Notes entails certain risks. Prospective investors should have regard to the risk factors
described under the section 'Risk Factors' in this Base Prospectus.
The Notes of each series (each a "Series") or tranche (each a "Tranche") will initially be represented by a global
note. Each global note which is not intended to be issued in new global note form (a "Classic Global Note" or
"CGN") as specified in the relevant set of final terms ("Final Terms") (or in the case of Exempt Notes (as defined
below) the relevant pricing supplement ("Pricing Supplement")) will be deposited on the issue date thereof either
(i) with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg") and/or any other agreed clearing system specified in the applicable Final Terms
(or in the case of Exempt Notes (as defined below), the applicable Pricing Supplement) or (ii) with Nederlands
Centraal Instituut voor Giraal Effectenverkeer B.V., formerly known as NECIGEF, ("Euroclear Netherlands").
Each global note which is intended to be issued in a new global note form (a "New Global Note" or "NGN"), as
specified in the applicable Final Terms (or in the case of Exempt Notes (as defined below), the relevant Pricing
Supplement), will be deposited on or around the relevant issue date with a common safekeeper for Euroclear and/or
Clearstream, Luxembourg. See 'Form of the Notes' as set out herein.
This Base Prospectus constitutes a base prospectus within the meaning of Regulation (EU) 2017/1129 (as
amended) (the "Prospectus Regulation"). This Base Prospectus has been approved by the Netherlands Authority
for the Financial Markets (Stichting Autoriteit Financiële Markten, the "AFM"), which is the Netherlands'
competent authority for the purpose of the Prospectus Regulation. The AFM only approves this Base Prospectus
as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of the Issuer nor as an endorsement of the
quality of any Notes that are the subject of this Base Prospectus. Investors should make their own assessment as
to the suitability of investing in such Notes.
This Base Prospectus shall be valid for use only by the Issuer or others who have obtained the Issuer's consent for
a period of up to twelve months after its approval by the AFM and shall expire on 9 June 2023, at the latest. The
obligation by the Issuer to supplement this Base Prospectus, in the event of significant new factors, material
mistakes or material inaccuracies, shall cease to apply upon the expiry of the validity period of this Base
Prospectus.
1

Application may be made for Notes to be listed and admitted to trading on Euronext in Amsterdam ("Euronext in
Amsterdam"), the regulated market of Euronext Amsterdam N.V., listed on the official list (the "Official List")
and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange. Euronext in Amsterdam
and the Regulated Market of the Luxembourg Stock Exchange are regulated markets for the purposes of Directive
2014/65/EU (as amended, "MiFID II"). The Programme also permits Notes to be issued on the basis that they will
not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation
system.
The AFM may be requested by the Issuer to provide the Commission de Surveillance du Secteur Financier (the
"CSSF") in Luxembourg, or the competent authority of any other member state of the European Economic Area,
with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with Article 20
of the Prospectus Regulation.
The AFM shall notify the European Securities and Markets Authority ("ESMA") of the approval of this Base
Prospectus and any supplement hereto at the same time as such approval is notified to the Issuer. In addition, the
AFM shall provide ESMA with a copy of this Base Prospectus and any supplement hereto.
Certain Tranches of Notes with a denomination of less than EUR 100,000 (or its equivalent in any other currency)
may be offered in circumstances where there is no exemption from the obligation under the Prospectus Regulation
to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer".
The Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Conditions of
the Notes as set out herein, in which case a supplement to the Base Prospectus, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Notes and, if relevant, which
will be subject to the prior approval of the AFM.
The requirement to publish a prospectus under the Prospectus Regulation applies only to Notes that are to be
admitted to trading on a regulated market in the EEA and/or that are to be offered to the public in the EEA other
than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation.
References in this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be
published under the Prospectus Regulation. The AFM has neither approved nor reviewed information
contained in this Base Prospectus in connection with Exempt Notes.
Application has been made to the Luxembourg Stock Exchange for the approval of this Base Prospectus with
respect to Exempt Notes as a base prospectus for the purposes of Part IV of the Luxembourg Law dated 16 July
2019 on prospectuses for securities (the "Prospectus Act 2019"). Application has also been made to the
Luxembourg Stock Exchange for Notes (including Exempt Notes) issued under the Programme to be admitted to
the Official List and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro
MTF Market") (including the professional segment of the Euro MTF Market) during the twelve-month period
after the date of approval of this Base Prospectus. The Euro MTF Market is not a regulated market for the purposes
of MiFID II. This Base Prospectus has been approved by the Luxembourg Stock Exchange in its capacity of
competent authority for the purpose of the Prospectus Act 2019, in respect of the Exempt Notes provisions.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
("EURIBOR") which is provided by the European Money Markets Institute ("EMMI"), the euro short-term rate
("STR") which is provided by the European Central Bank, the Secured Overnight Financing Rate ("SOFR")
which is provided by the Federal Reserve Bank of New York, the Sterling Overnight Index Average ("SONIA")
which is provided by the Bank of England, or any other benchmark or any other benchmark, in each case as
specified in the applicable Final Terms (or in the case of Exempt Notes, the applicable Pricing Supplement). As at
the date of this Base Prospectus, EMMI is included in the register of administrators and benchmarks established
and maintained by ESMA (the "Benchmarks Register") pursuant to Article 36 of the Benchmarks Regulation
(Regulation (EU) 2016/1011) (the "Benchmarks Regulation"). The registration status of any administrator under
the Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer
does not intend to update the Final Terms or Pricing Supplement, as the case may be, to reflect any change in the
registration status of the administrator.
If a benchmark (other than EURIBOR) is specified in the applicable Final Terms (or in the case of Exempt Notes,
the applicable Pricing Supplement), the applicable Final Terms (or in the case of Exempt Notes, the applicable
Pricing Supplement) will indicate whether or not the benchmark is provided by an administrator included in the
Benchmarks Register. The Issuer is required to utilize indices provided by a provider which is authorized or
2

recognized by ESMA pursuant to the Benchmarks Regulation in respect of financial instruments within the scope
of the Benchmarks Regulation.
The registration status of any administrator under the Benchmarks Regulation is a matter of public record and,
save where required by applicable law, the Issuer does not intend to update the Base Prospectus or any applicable
Final Terms (or in the case of Exempt Notes, the applicable Pricing Supplement) to reflect any change in the
registration status of the administrator.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). The Notes may not be offered, sold or delivered within the United States or to or for the
account or benefit of U.S. persons (as defined in Regulation S ("Regulation S") under the Securities Act), except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United
States or its possessions or to a United States person, except in certain transactions permitted by U.S. tax
regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code of
1986 and regulations thereunder (the "Revenue Code").
FMO has been rated 'AAA/Stable/A-1+' by S&P Global Ratings Europe Limited ("S&P") and 'AAA/Stable/F1+'
by Fitch Ratings Ireland Limited ("Fitch"). As of the date of this Base Prospectus, S&P and Fitch are established
in the European Union and registered under the Regulation (EC) No 1060/2009 of 16 September 2009 on credit
rating agencies, as amended (the "EU CRA Regulation"). As such, as of the date of this Base Prospectus, each of
S&P and Fitch is included in the list of credit rating agencies published by the ESMA on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the EU CRA
Regulation. Neither Fitch nor S&P is established in the United Kingdom, but it is part of a group in respect of
which one of its undertakings is (i) established in the United Kingdom and (ii) is registered in accordance with
Regulation (EC) No. 1060/2009 as it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018 (the "EUWA") (the "UK CRA Regulation"). The Issuer ratings have been issued by Fitch and S&P in
accordance with the EU CRA Regulation before the end of the transition period and have not been withdrawn. As
such, the ratings Fitch and S&P may be used for regulatory purposes in the United Kingdom in accordance with
the UK CRA Regulation. Please refer to `General Information' for more details. A rating is not a recommendation
to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning
rating agency if, in its judgement, circumstances in the future so warrant.
Series or Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche or Series of
Notes is rated, such rating will not necessarily be the same as the ratings assigned to the Issuer. A security rating
is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency. The rating of a certain Series or Tranche of Notes to be issued under
the Programme may be specified in the applicable Final Terms (or in the case of Exempt Notes, the applicable
Pricing Supplement). Whether or not each credit rating applied for in relation to a relevant Series or Tranche of
Notes will be issued by a credit rating agency established in the European Union and registered under the EU CRA
Regulation or established in the United Kingdom and registered under the UK CRA Regulation will be disclosed
clearly and prominently in the Final Terms (or in the case of Exempt Notes, the applicable Pricing Supplement).
In general, credit institutions as defined in Regulation 575/2013 of the European Parliament and of the Council of
26 June 2013 on prudential requirements for credit institutions and investment firms, as amended (the Capital
Requirements Regulation or "CRR"), such as the Issuer, are restricted from using a rating for regulatory purposes
if such rating is not issued by a credit rating agency established in the European Union and registered under the
EU CRA Regulation unless the rating is provided by a credit rating agency operating in the European Union before
7 June 2010 which has submitted an application for registration in accordance with the EU CRA Regulation and
such registration is not refused.
3

Arranger
Rabobank
Dealers
ABN AMRO
BofA Securities
Citigroup
Crédit Agricole CIB
Daiwa Capital Markets Deutschland
Danske Bank
HSBC
ING
J.P. Morgan
Mizuho Securities
Rabobank
RBC Capital Markets
This Base Prospectus is issued in replacement of the base prospectus dated 3 June 2021 (as amended and
supplemented), and accordingly supersedes such earlier base prospectus (as amended and supplemented).
4

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME ...................................................................................................................6
RISK FACTORS ................................................................................................................................................... 16
IMPORTANT NOTICE ......................................................................................................................................... 46
CALCULATION OF THE OUTSTANDING AMOUNT .................................................................................... 51
NON-EXEMPT OFFERS OF NON-EXEMPT OFFER NOTES IN THE EUROPEAN ECONOMIC AREA .... 52
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 57
FORWARD-LOOKING STATEMENTS ............................................................................................................. 59
FORM OF THE NOTES........................................................................................................................................ 60
TERMS AND CONDITIONS OF THE NOTES ................................................................................................... 63
FORM OF FINAL TERMS ................................................................................................................................. 111
FORM OF PRICING SUPPLEMENT ................................................................................................................. 134
USE OF PROCEEDS .......................................................................................................................................... 155
NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR ONTWIKKELINGSLANDEN N.V. ........... 158
FMO FIVE YEAR FINANCIAL REVIEW (AS AT 31 DECEMBER) .............................................................. 173
CONSOLIDATED BALANCE SHEET 2021 AND 2020 .................................................................................. 174
CONSOLIDATED PROFIT AND LOSS ACCOUNT 2021 AND 2020 ............................................................ 176
TAXATION ......................................................................................................................................................... 177
SUBSCRIPTION AND SALE ............................................................................................................................. 182
GENERAL INFORMATION .............................................................................................................................. 189
5

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the
remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche of Notes,
the applicable Final Terms (or in the case of Exempt Notes, the applicable Pricing Supplement). The Issuer and
any relevant Dealer may agree that Notes shall be issued in a form other than that contemplated in the Terms and
Conditions (the "Conditions") as described in the section `Terms and Conditions of the Notes', in which event and
if appropriate and permitted under the Prospectus Regulation a new (base) prospectus or a supplement to this Base
Prospectus, will be published, unless the relevant Notes are Exempt Notes in which case the relevant changes may
be made in the applicable Pricing Supplement.
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No 2019/980, as amended.
Words and expressions defined in the sections `Form of the Notes' and `Terms and Conditions of the Notes' shall
have the same meanings in this overview.
Issuer:
Nederlandse Financierings-Maatschappij voor Ontwikkelingslanden N.V,
public company with limited liability (naamloze vennootschap) incorporated
in the Netherlands, having its statutory seat at The Hague, the Netherlands and
registered in the trade register of the Netherlands Chamber of Commerce under
no. 27078545.
The commercial name of the Issuer is FMO.
Issuer Legal Entity Identifier
XTC5E2QFTEF0435JWL77
(LEI):
Risk factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. In addition, there are
certain factors which are material for the purpose of assessing the market risks
associated with Notes issued under the Programme and risks relating to the
structure of a particular Series of Notes issued under the Programme. All of
these are set out in the section `Risk Factors' and include risk factors relevant
to the following categories:
Risk Factors regarding FMO
A. Risks related to FMO's relationship with the State
B. Risks related to financial conditions, market circumstances and (economic)
trends
C. Risks related to FMO's business and operations
D. Regulatory risks
E. Internal control risks
Risk Factors regarding the Notes
A. Risks relating to Notes generally
B. Risks related to the structure of a particular issue of Notes
C. Risks related to the market generally
Description:
EUR 7,000,000,000 Debt Issuance Programme
Arranger:
Coöperatieve Rabobank U.A.
Dealers:
ABN AMRO Bank N.V.
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Coöperatieve Rabobank U.A.
Crédit Agricole Corporate and Investment Bank
6

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

Partly Paid Notes:
The Issuer may issue Notes in respect of which the issue price is paid in
separate instalments in such amounts and on such dates as specified in the
applicable Final Terms.
Status of the Notes:
The Notes may either be Senior Preferred Notes, Senior Non-Preferred Notes
and Subordinated Notes. Subordinated Notes may or may not be specified to
be Tier 2 Notes in the applicable Final Terms.
Senior Preferred Notes
The Senior Preferred Notes and the related Receipts and Coupons constitute
unsecured and unsubordinated obligations of the Issuer and rank pari passu
without any preference among themselves and with all other present and future
unsecured and unsubordinated obligations of the Issuer save for (i) those
preferred by mandatory and/or overriding provisions of law and (ii) (in the
event of the bankruptcy (faillissement) of the Issuer only) the Statutory Senior
Non-Preferred Obligations.
The Senior Preferred Notes of a Series may be intended to qualify as MREL
Eligible Liabilities, as specified in the applicable Final Terms.
If it is specified in the applicable Final Terms that the Senior Preferred Notes
of a Series are intended to qualify as MREL Eligible Liabilities, no Noteholder,
Couponholder and Receiptholder may at any time exercise or claim any right
of set-off or netting in respect of any amount owed to it by the Issuer arising
under or in connection with such Senior Preferred Notes, Coupons and
Receipts. To the extent that any Noteholder, Couponholder or Receiptholder
nevertheless claims a right of set-off or netting in respect of any such amount,
whether by operation of law or otherwise, and irrespective of whether the set-
off or netting is effective under any applicable law, such holder shall
immediately transfer to the Issuer an amount equal to the amount which
purportedly has been set off or netted (such a transfer, a "Set-off Repayment")
and no rights can be derived from the relevant Senior Preferred Notes, Coupons
or Receipts until the Issuer has received in full the relevant Set-off Repayment
and accordingly any such set-off or netting shall be deemed not to have taken
place. Irrespective of any other set-off or netting agreement providing
otherwise, the (im)possibility of any set-off or netting by a Noteholder,
Couponholder or Receiptholder shall be exclusively governed by Dutch law.
Senior Non-Preferred Notes
The Senior Non-Preferred Notes and the related Receipts and Coupons
constitute unsecured and unsubordinated obligations of the Issuer which have
a lower ranking within the meaning of Article 212rb of the Dutch Bankruptcy
Act (Faillissementswet) (or any other provision implementing Article 108 of
Directive 2014/59/EU, as amended by Directive (EU) 2017/2399, in the
Netherlands) and rank pari passu without any preference among themselves
and with all other present and future obligations of the Issuer qualifying as
Statutory Senior Non-Preferred Obligations, save for those obligations
preferred by mandatory and/or overriding provisions of law.
In the event of a liquidation or bankruptcy (faillissement) of the Issuer any
claims of the Noteholders, Couponholders and Receiptholders against the
Issuer in respect of or arising under the Senior Non-Preferred Notes and the
related Receipts and Coupons (including any amounts attributable to the Senior
Non-Preferred Notes and any damages awarded for breach of any obligations
thereunder) shall rank (i) pari passu without any preference among themselves
and with all other present and future obligations of the Issuer qualifying as
Statutory Senior Non-Preferred Obligations save for those obligations
preferred by mandatory and/or overriding provisions of law, (ii) in the event of
8

the bankruptcy (faillissement) of the Issuer only, junior to any present and
future unsubordinated and unsecured obligations of the Issuer which do not
qualify as Statutory Senior Non-Preferred Obligations, including the claims of
creditors arising from excluded liabilities of the Issuer pursuant to Article
72a(2) of the CRR, and (iii) senior to any Subordinated Obligations.
By virtue of such ranking, payments to the Noteholders, Couponholders and
Receiptholders will, in the event of the bankruptcy (faillissement) of the Issuer,
only be made after all claims in respect of unsubordinated and unsecured
obligations of the Issuer which do not qualify as Statutory Senior Non-
Preferred Obligations, including the claims of creditors arising from excluded
liabilities of the Issuer Pursuant to Article 72a(2) of the CRR, and those
obligations preferred by mandatory and/or overriding provisions of law have
been satisfied in full.
The Senior Non-Preferred Notes of a Series are intended to qualify as MREL
Eligible Liabilities.
No Noteholder, Couponholder and Receiptholder may at any time exercise or
claim any right of set-off or netting in respect of any amount owed to it by the
Issuer arising under or in connection with the Senior Non-Preferred Notes,
Coupons and Receipts. To the extent that any Noteholder, Couponholder or
Receiptholder nevertheless claims a right of set-off or netting in respect of any
such amount, whether by operation of law or otherwise, and irrespective of
whether the set-off or netting is effective under any applicable law, such holder
shall immediately transfer to the Issuer an amount equal to the amount which
purportedly has been set off or netted (such a transfer, a "Set-off Repayment")
and no rights can be derived from the relevant Senior Non-Preferred Notes,
Coupons or Receipts until the Issuer has received in full the relevant Set-off
Repayment and accordingly any such set-off or netting shall be deemed not to
have taken place. Irrespective of any other set-off or netting agreement
providing otherwise, the (im)possibility of any set-off or netting by a
Noteholder, Couponholder or Receiptholder shall be exclusively governed by
Dutch law.
Subordinated Notes
The Subordinated Notes and the related Receipts and Coupons constitute
unsecured and subordinated obligations of the Issuer. The rights and claims of
the holders of the Subordinated Notes and the related Receipts and Coupons
are subordinated as described below.
Subject to exceptions provided by mandatory applicable law (including as
provided pursuant to Section 212rf of the Dutch Bankruptcy Code
(Faillissementswet)), the rights and claims (if any) of the holders of the
Subordinated Notes to payment under the Subordinated Notes in respect of the
principal amount of the Subordinated Notes shall in the event of a liquidation
or bankruptcy (faillissement) rank (i) pari passu without any preference among
themselves and with all other present and future Tier 2 own funds instruments
of the Issuer, including any Tier 2 Parity Securities, and (ii) junior to all Tier 2
Senior Obligations (in accordance with Section 212rf of the Dutch Bankruptcy
Act (Faillissementswet)) and (iii) senior to any Tier 2 Junior Subordinated
Obligations.
The Subordinated Notes of a Series are intended to qualify and to be treated as
Tier 2 capital for the purposes of the regulatory capital rules applicable to the
Issuer from time to time or as MREL Eligible Liabilities. Subordinated Notes
intended to qualify as Tier 2 Notes rank junior to Subordinated Notes that no
longer qualify as Tier 2 Notes.
9

Any Receipts and Coupons relating to the Subordinated Notes shall in the case
of (i) the bankruptcy (faillissement) of the Issuer or (ii) liquidation rank above
own funds and pari passu without any preference among themselves subject
to Article 212rf of the Dutch Bankruptcy Code (Faillissementswet).
By virtue of such ranking, payments to the Noteholders, Couponholders and
Receiptholders will, in the event of the liquidation or bankruptcy
(faillissement) of the Issuer, only be made after all claims in respect of any Tier
2 Senior Obligations have been satisfied in full.
No set-off or netting in respect of Subordinated Notes
No Noteholder, Couponholder and Receiptholder may at any time exercise or
claim any right of set-off or netting in respect of any amount owed to it by the
Issuer arising under or in connection with the Subordinated Notes, Coupons
and Receipts. To the extent that any Noteholder, Couponholder or
Receiptholder nevertheless claims a right of set-off or netting in respect of any
such amount, whether by operation of law or otherwise, and irrespective of
whether the set-off or netting is effective under any applicable law, such holder
shall immediately transfer to the Issuer an amount equal to the amount which
purportedly has been set off or netted (such a transfer, a "Set-off Repayment")
and no rights can be derived from the relevant Subordinated Notes, Coupons
or Receipts until the Issuer has received in full the relevant Set-off Repayment
and accordingly any such set-off or netting shall be deemed not to have taken
place. Irrespective of any other set-off or netting agreement providing
otherwise, the (im)possibility of any set-off or netting by a Noteholder,
Couponholder or Receiptholder shall be exclusively governed by Dutch law.
Overview of order of
The below table compares the order in which losses will be absorbed on the
application of Bankruptcy
Notes issued under this Programme in situations of bankruptcy of the Issuer
and Resolution in respect of
and in write-down and conversion (subject to certain exceptions and potential
the Notes:
changes in the future):
Bankruptcy
Resolution
1.
Subordinated
Notes 1. Subordinated Notes qualifying as Tier
qualifying
as
Tier
2 2 instruments.
instruments.
2. Subordinated Notes that no 2. Subordinated Notes that no longer
longer qualify as Tier 2 Notes. qualify as Tier 2 instruments.
3. Senior Non-Preferred Notes. 3. Senior Non-Preferred Notes.
4. Senior Preferred Notes.
4. Senior Preferred Notes.
Currencies:
Subject to any applicable legal or regulatory restrictions, Notes may be
denominated such currencies agreed between the Issuer and the relevant
Dealer. The currency of the Notes shall be as specified in the applicable Final
Terms.
Dual Currency Notes:
Payments (whether in respect of principal or interest and whether at maturity
or otherwise) in respect of Dual Currency Notes will be made in such
currencies, and based on such rates of exchange, as may be specified in the
applicable Final Terms.
Maturities:
The Notes will have such maturities specified in the applicable Final Terms,
subject to such minimum or maximum maturities as may be allowed or
required from time to time by the relevant central bank (or equivalent body) or
any laws or regulations applicable to the Issuer or the relevant Specified
Currency.
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