Bond Achmea 5.125% ( NL0000117224 ) in EUR

Issuer Achmea
Market price refresh price now   100 %  ⇌ 
Country  Netherlands
ISIN code  NL0000117224 ( in EUR )
Interest rate 5.125% per year ( payment 1 time a year)
Maturity Perpetual



Prospectus brochure of the bond Achmea NL0000117224 en EUR 5.125%, maturity Perpetual


Minimal amount 10 000 EUR
Total amount 500 000 000 EUR
Next Coupon 24/06/2025 ( In 102 days )
Detailed description Achmea is a large Dutch multinational insurance company offering a wide range of insurance products and services across various European markets.

The Bond issued by Achmea ( Netherlands ) , in EUR, with the ISIN code NL0000117224, pays a coupon of 5.125% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual







Eureko B.V.
(incorporated in the Netherlands with its statutory seat in Amsterdam, the Netherlands)
Euro 500,000,000 Fixed-to-Floating Rate Perpetual Capital Securities
Issue price: 100 per cent.
Unless expressly indicated otherwise, the terms and expressions used herein have the same meaning as
given to them in the terms and conditions (the ``Terms and Conditions'') of the Euro 500,000,000
Fixed-to-Floating Rate Perpetual Capital Securities (the ``Securities'').
The Securities are perpetual securities and have no fixed redemption date. However, the Securities
may be redeemed in whole but not in part at the option of the Issuer, at their principal amount
together with any Outstanding Payments on the Coupon Payment Date falling on 24 June 2015 (the
``First Call Date'') or any Coupon Payment Date thereafter, subject, after the Issuer becoming subject
to Capital Adequacy Regulations, to the prior consent of the Regulator. Prior redemption,
conversion, exchange or substitution, as the case may be, may apply in case of tax events, for
regulatory purposes, for accounting reasons or in case of the occurrence of a Substitution Event,
subject to Condition 7.
The Securities will bear a fixed rate of interest of 5.125 per cent. per annum on their outstanding
principal amount from (and including) the Issue Date to (but excluding) the First Call Date and
thereafter a floating rate of interest. Interest will be payable, in respect of the Fixed Rate Period,
annually in arrear on 24 June of each year and thereafter quarterly in arrear on 24 March, 24 June,
24 September and 24 December of each year, subject to Conditions 4 and 5. Payments (such term
does not include principal) may be deferred, as more fully described in Condition 4, but any Deferred
Coupon Payment will immediately become due if the Issuer makes payments on or purchases or
redeems its Junior Securities or Parity Securities. Investors will always receive cash but the moneys to
satisfy such Deferred Coupon Payments may only be raised by the issue of Payment Capital
Securities, which, when sold, will provide cash amounts which will be paid in respect of the Deferred
Coupon Payments.
The Securities constitute direct, unsecured and subordinated securities of the Issuer as described in
Condition 2.
This Offering Circular constitutes a prospectus for the purpose of the listing and issuing rules of
Euronext Amsterdam N.V. Application has been made for the listing of the Securities on Eurolist by
Euronext Amsterdam (``Euronext Amsterdam''). It is anticipated that the Securities will be quoted as a
percentage of their principal amount of A 10,000, A 100,000 and A 1,000,000, respectively.
The Securities are expected to be assigned, on issue, a rating of ``BBB'' by Standard & Poor's Rating
Services, a division of the McGraw-Hill Companies, Inc. A credit rating is not a recommendation to
buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by
the relevant rating organisation.
The Securities shall have denominations of A 10,000, A 100,000 and A 1,000,000 each. The Securities
will be represented by a global security (the ``Global Security'') in bearer form without interest
coupons, in the principal amount of A 500,000,000. The Global Security will be deposited with
Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (``Euroclear Netherlands'') and
purchase transactions will be cleared through Euroclear Netherlands participants including Euroclear
Bank S.A./N.V. (``Euroclear'') and Clearstream Banking, socie´te´ anonyme (``Clearstream''). The
Global Security will not be exchangeable for definitive Securities in bearer form.
Joint Bookrunners
ABN AMRO
Lehman Brothers
UBS Investment Bank
Co-Managers
Barclays
JP Morgan
Merrill Lynch
The date of this Offering Circular is 22 June 2005.


TABLE OF CONTENTS
Page
IMPORTANT INFORMATION ...........................................................................................
2
STABILISATION ...................................................................................................................
3
INVESTMENT CONSIDERATIONS ...................................................................................
4
SUMMARY ............................................................................................................................
6
TERMS AND CONDITIONS OF THE SECURITIES........................................................
10
EUREKO B.V. ........................................................................................................................
28
CONSOLIDATED FINANCIAL STATEMENTS ...............................................................
38
CAPITALISATION ................................................................................................................
41
COMMITMENTS AND CONTINGENCIES .......................................................................
42
DERIVATIVES & OFF BALANCE SHEET ITEMS...........................................................
45
PROSPECTS FOR 2005 .........................................................................................................
46
MANAGEMENT....................................................................................................................
47
RECENT DEVELOPMENTS ................................................................................................
48
DUTCH TAXATION .............................................................................................................
51
EU COUNCIL DIRECTIVE ON TAXATION OF SAVINGS INCOME ..........................
55
SUBSCRIPTION AND SALE ...............................................................................................
56
GENERAL INFORMATION ................................................................................................
58
1


IMPORTANT INFORMATION
Responsibility
The Issuer accepts responsibility for the information contained in this Offering Circular. To the best
of the knowledge and belief of the Issuer (having 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.
No person has been authorised to give any information or to make any representation other than
those contained in this document in connection with the offering of the Securities and, if given or
made, such information or representations must not be relied upon as having been authorised by the
Issuer, the Trustee or the Managers (as defined under ``Subscription and Sale'' below). Neither the
delivery of this document nor any sale made hereunder shall, under any circumstances, constitute a
representation or create any implication that there has been no change in the affairs of the Issuer or
the Issuer and its subsidiaries (together the ``Group'') since the date hereof. This document does not
constitute an offer of, or an invitation by, or on behalf of, the Issuer, the Trustee or the Managers to
subscribe for, or purchase, any of the Securities. This document does not constitute an offer, and
may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in
any circumstances in which such an offer or solicitation is not authorised or is unlawful.
Neither the Managers nor the Trustee have separately 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, the Trustee or any of them as to the accuracy
or completeness of the information contained in this Offering Circular or any other information
provided by the Issuer in connection with the Securities or their distribution.
Incorporation by Reference
The following documents shall be deemed to be incorporated in, and to form part of, this Offering
Circular:
(a)
the annual reports and the audited annual consolidated financial statements of the Issuer in
respect of the financial years ending 31 December 2003 and 31 December 2004;
(b)
the Issuer's preliminary unaudited 2004 IFRS comparative results dated 2 June 2005; and
(c)
the Articles of Association (statuten) of the Issuer as in force on the date of this Offering
Circular.
Offering and Selling Restrictions
This Offering Circular is not intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by the Issuer, the Trustee or the Managers that any
recipient of this Offering Circular should purchase any of the Securities. Each investor contemplating
purchasing Securities should make its own independent investigation of the financial condition and
affairs, and its own appraisal of the creditworthiness, of the Issuer.
The Securities have not been and will not be registered under the United States Securities Act of
1933, as amended (the ``Securities Act''), and are subject to U.S. tax law requirements. Subject to
certain exceptions, the Securities may not be offered, sold or delivered within the United States or to
U.S. persons. For a further description of certain restrictions on the offering and sale of the Securities
and on distribution of this document, see ``Subscription and Sale'' below.
2


STABILISATION
IN CONNECTION WITH THE ISSUE OF THE SECURITIES, ABN AMRO BANK N.V. MAY
OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILISE OR MAINTAIN THE
MARKET PRICE OF THE SECURITIES AT A LEVEL WHICH MIGHT NOT OTHERWISE
PREVAIL. SUCH STABILISING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME (BUT WILL IN ANY EVENT BE DISCONTINUED 30 DAYS AFTER THE ISSUE DATE
OF THE SECURITIES). SUCH STABILISING SHALL BE IN COMPLIANCE WITH ALL
APPLICABLE LAWS AND REGULATIONS INCLUDING ARTICLE 32 (AND ANNEX 6) OF
THE
FURTHER
REGULATIONS
ON
MARKET
CONDUCT
SUPERVISION
ON
THE
SECURITIES TRADE (NADERE REGELING GEDRAGSTOEZICHT EFFECTENVERKEER 2002).
Miscellaneous
All references in this document to ``euro'', ``euros'', ``EUR'' and ``E'' refer to the currency introduced
at the start of the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community (signed in Rome on 25 March 1957) as amended by the Treaty
on European Union (signed in Maastricht on 7 February 1992).
In this Offering Circular, ``we'', ``our'', ``us'' or the ``Issuer'' refers to Eureko B.V. and its
consolidated subsidiaries (unless the context requires otherwise).
See ``Terms and Conditions of the Securities ­ 20. Definitions'' for defined terms used in this Offering
Circular.
3


INVESTMENT CONSIDERATIONS
The following is a summary of certain aspects of the Securities of which prospective investors should be
aware. This summary is not intended to be exhaustive and prospective investors should carefully consider
this summary in conjunction with the other information contained in this Offering Circular.
Conditions to payment
Payments on the Securities will be payable only if the Issuer is Solvent or not subject to a Regulatory
Event, as applicable, and could make such payment and still be Solvent or still not be subject to a
Regulatory Event, as applicable, immediately thereafter. See ``Terms and Conditions of the Securities
­ 2. Status ­ (b)(i) Conditions to Payment by the Issuer before becoming subject to Capital Adequacy
Regulations and (b)(ii) Conditions to Payment by the Issuer after becoming subject to Capital
Adequacy Regulations'' below.
Deferral
Mandatory deferral
Upon the occurrence of the Mandatory Deferral Condition and during the period such Mandatory
Deferral Condition is continuing, the Issuer will defer Payments (such term does not include
principal) on the Securities for any period of time. Any Payments so deferred will not accrue interest.
See ``Terms and Conditions of the Securities ­ 4. Deferrals ­ (a) Mandatory Deferral of Payments''
below.
Optional deferral
The Issuer may at its discretion elect to defer any Payment (such term does not include principal) on
the Securities for any period of time subject to suspension of payment on Junior Securities and Parity
Securities. Any payment deferred pursuant to the Issuer's optional right to defer will bear interest at
the Coupon Rate. See ``Terms and Conditions of the Securities ­ 4. Deferrals ­ (b) Optional Deferral
of Payments'' below.
Perpetual securities
The Issuer is under no obligation to redeem the Securities at any time and the Holders have no right
to call for their redemption.
Status, Subordination and Ranking
The Securities constitute direct, unsecured, subordinated securities of the Issuer and rank pari passu
without any preference among themselves. The rights and claims of the Holders under the Securities
are subordinated to the claims of Senior Creditors of the Issuer, present and future. On a winding-up
(faillissement or vereffening na ontbinding) of the Issuer the Securities will rank in priority to
distributions on all classes of share capital of the Issuer and pari passu with each other and among
themselves, but junior to and thus be subordinated in right of payment to the Senior Creditors of the
Issuer, present and future, and save for the following. If on a winding-up (faillissement or vereffening
na ontbinding) of the Issuer there is outstanding any class of Preference Shares of the Issuer which,
under the then effective articles of association of the Issuer, ranks more senior than any other class of
Preference Shares of the Issuer, the Securities will, on such winding-up, effectively from a financial
point of view, rank pari passu with that most senior class of Preference Shares of the Issuer, except
where the Existing Preference Shares are (or were prior to their redemption) included in that most
senior class, in which case the preceding sentence applies.
``Senior Creditors'' means creditors of the Issuer:
(i)
who are unsubordinated creditors of the Issuer, or
(ii)
whose claims are, or are expressed to be, subordinated (whether only in the event of the
winding-up (faillissement or vereffening na ontbinding) of the Issuer or otherwise) to the claims of
unsubordinated creditors of the Issuer but not further or otherwise; or
(iii) who are subordinated creditors of the Issuer other than those whose claims are, or are expressed
to rank, pari passu with, or junior to, the claims of the Holders.
Governmental Supervision and Regulation
The Issuer is currently not subject to regulations and laws which would require it to maintain
required levels of a solvency margin and/or a capital adequacy ratio. It is expected that the Issuer will
4


in the future become subject to supervisory or regulatory laws and regulations on the basis whereof it
will be required to maintain minimum required levels of a solvency margin and/or a capital adequacy
ratio. The scope and impact of such possible future supervisory or regulatory laws and regulations is
not yet clear and any such future supervisory or regulatory laws and regulations may have a material
effect on the business, financial condition and operations of the Issuer and the risks of Payments
under the Securities being deferred.
Redemption risk
Upon the occurrence of certain specified tax, regulatory, accounting or substitution events, or on the
Coupon Payment Date falling on 24 June 2015 or any Coupon Payment Date thereafter, the
Securities may be redeemed at their principal amount or, as the case may be under Condition 7, their
Make Whole Redemption Amount, in each case together with any Outstanding Payments (as defined
in ``Terms and Conditions of the Securities ­ 20. Definitions''), or converted, exchanged or
substituted, in each case subject as provided in ``Terms and Conditions of the Securities ­ 7.
Redemption and Purchases''.
No limitation on issuing debt
There is no restriction on the amount of debt which the Issuer may issue which ranks senior to the
Securities or pari passu with the Securities. The issue of any such debt or securities may reduce the
amount recoverable by Holders on a winding-up (faillissement or vereffening na ontbinding) of the
Issuer or may increase the likelihood of a deferral of Payments under the Securities.
Market Disruption Event
If, in the event the Alternative Coupon Satisfaction Mechanism is applied (which is mandatory if it
concerns Deferred Coupon Payments and which the Issuer may elect to do in other cases), in the
opinion of the Issuer a Market Disruption Event exists, the payment to Holders may be deferred
until the cessation of such market disruption, as more particularly described in ``Terms and
Conditions of the Securities ­ 6. Alternative Coupon Satisfaction Mechanism ­ (d) Market
Disruption''. Any such deferred payments shall bear interest at the Coupon Rate if the Market
Disruption Event continues for 14 days or more.
Restricted remedy for non-payment
The sole remedy against the Issuer available to the Trustee or any Holder for recovery of amounts
owing in respect of any Payment or principal in respect of the Securities will be the institution of
proceedings in the Netherlands for the bankruptcy (faillissement) of the Issuer and/or proving
(indienen ter verificatie) in such bankruptcy.
Set-off
Subject to applicable law, no Holder may exercise or claim any right of set-off in respect of any
amount owed to it by the Issuer arising under or in connection with the Securities and each Holder
shall, by virtue of being the bearer of any Security, be deemed to have waived all such rights of set-
off.
Absence of prior public markets
The Securities constitute an issue of new securities by the Issuer. Prior to this issue, there will have
been no public market for the Securities. Although application has been made for the Securities to be
listed on Eurolist by Euronext Amsterdam, there can be no assurance that an active public market
for the Securities will develop and, if such a market were to develop, the Managers are under no
obligation to maintain such a market. The liquidity and the market prices for the Securities can be
expected to vary with changes in market and economic conditions, the financial condition and
prospects of the Issuer and other factors that generally influence the market prices of securities.
5


SUMMARY
The following summary refers to certain provisions of the Terms and Conditions of the Securities and
the Trust Deed and insofar as it refers to the Terms and Conditions of the Securities is qualified by the
more detailed information contained elsewhere in this Offering Circular. Defined terms used herein have
the meaning given to them in ``Terms and Conditions of the Securities''.
Issuer
Eureko B.V.
Trustee
Amsterdamsch Trustee's Kantoor B.V. or any successor trustee
Issue Size
A 500,000,000
Issue Price
100 per cent.
Redemption/Call Option
The Securities are perpetual securities and have no maturity date.
Subject, after the Issuer becoming subject to Capital Adequacy
Regulations, to prior consent of the Regulator, the Securities may
be redeemed in whole but not in part at the option of the Issuer, at
their principal amount together with any Outstanding Payments,
on the Coupon Payment Date falling on 24 June 2015 (the ``First
Call Date'') or any Coupon Payment Date thereafter.
Interest
The Securities will bear a fixed rate of interest of 5.125 per cent. per
annum (the ``Fixed Coupon Rate'') from (and including) the Issue
Date to (but excluding) the First Call Date which will be payable
annually in arrear on each Coupon Payment Date in respect of the
Fixed Rate Period. Thereafter the Securities will bear a floating rate
of interest (the ``Floating Coupon Rate'') which will be determined
on each Coupon Determination Date for the next succeeding
Coupon Period and shall be the then prevailing offered rate for
three-month euro deposits plus 2.80 per cent. per annum. The first
Coupon Determination Date is two Business Days before the First
Call Date.
Coupon Payment Dates
Subject as described below, Coupon Payments will be payable in
respect of the Fixed Rate Period annually in arrear on 24 June of
each year and thereafter quarterly in arrear on 24 March, 24 June,
24 September and 24 December of each year (each a ``Coupon
Payment Date'') from (and including) 24 June 2006.
Condition to Payment
No payment in respect of the Securities shall be payable except to
the extent that the Issuer is Solvent or not subject to a Regulatory
Event, as applicable, and could make such payment and still be
Solvent or still not be subject to a Regulatory Event, as applicable,
immediately thereafter.
Status and Subordination
The Securities constitute direct, unsecured and subordinated
securities of the Issuer. The claims of the Holders under the
Securities are subordinated to the claims of Senior Creditors of the
Issuer, present and future.
Winding-up Claims
The Securities will rank on a winding-up (faillissement or
vereffening na ontbinding) of the Issuer in priority to distributions
on all classes of share capital of the Issuer and pari passu with each
other and among themselves, but junior to and thus be
subordinated in right of payment to the Senior Creditors of the
Issuer, present and future, and save for the following. If on a
winding-up (faillissement or vereffening na ontbinding) of the Issuer
there is outstanding any class of Preference Shares of the Issuer
which, under the then effective articles of association of the Issuer,
ranks more senior than any other class of Preference Shares of the
Issuer, the Securities will, on such winding-up, effectively from a
financial point of view, rank pari passu with that most senior class
of Preference Shares of the Issuer, except where the Existing
6


Preference Shares are (or were prior to their redemption) included
in that most senior class, in which case the preceding sentence
applies.
Mandatory Deferral of Payments
If the Issuer determines, on the 20th Business Day prior to the date
on which any Payment (such term does not include principal)
would, in the absence of deferral in accordance with Condition 4 of
the Terms and Conditions of the Securities, be due and payable,
that the Mandatory Deferral Condition is met, the Issuer must
defer such Payment or part thereof.
Any payment so deferred may be satisfied at any time by the Issuer
giving not less than 16 Business Days' notice of such satisfaction
(provided that at the time of satisfying such payment, the
Mandatory
Deferral
Condition
is
no
longer
met).
Such
mandatorily deferred payment must be satisfied if the Mandatory
Deferral Condition is no longer met on the 20th Business Day
preceding a Coupon Payment Date, unless the Issuer elects to defer
such Payment pursuant to its optional right to defer referred to
below. No interest will accrue on payments being mandatorily
deferred.
Optional Deferral of Payments
The Issuer may elect to defer any Payment (such term does not
include principal) on the Securities for any period of time.
However, if the Issuer makes this election, the deferred payment
will bear interest at the Coupon Rate for the full period of optional
deferral.
Deferred and Future Interest
Any Payment which has been deferred will become immediately due
Payments
and payable if the Issuer makes payments on or purchases or
redeems any Parity Securities or Junior Securities. Furthermore any
payment on or purchase or redemption of Junior Securities will
result in full mandatory payments for the next coupon period or
coupon periods, as applicable, as more fully described in Condition
4(c). Any payment on Parity Securities will result in a proportional
mandatory payment for the relevant number of consecutive coupon
periods following the payment on such Parity Securities, as more
fully described in Condition 4(c).
Alternative Coupon Satisfaction
Any Deferred Coupon Payment (with any interest accrued on such
Mechanism
Deferred Coupon Payment, as applicable) will be satisfied using the
Alternative Coupon Satisfaction Mechanism. In addition, the
Issuer may elect at any time to satisfy any Payment (other than
Deferred Coupon Payments and a payment of principal) to Holders
by using the Alternative Coupon Satisfaction Mechanism. This
mechanism means that the relevant payment is satisfied from the
proceeds of the issue of such amount of Payment Capital Securities
for cash as required to provide enough cash for the Issuer to make
full payments on the Securities in respect of the relevant Payment.
Investors will always receive payments made in respect of Securities
in cash.
Market Disruption Event
If, in the opinion of the Issuer, a Market Disruption Event exists on
or after the 15th Business Day preceding any date upon which the
Issuer is due to satisfy a Payment using the Alternative Coupon
Satisfaction Mechanism (which is mandatory if it concerns
Deferred Coupon Payments and which the Issuer may elect to do
in other cases), the payment to Holders may be deferred until the
Market Disruption Event no longer exists. Any such deferred
payments shall bear interest at the Coupon Rate if the Market
Disruption Event continues for 14 days or more.
7


Additional Amounts
The Issuer will pay additional amounts to Holders of the Securities
to gross up Payments upon the imposition of Dutch withholding
tax, subject to customary exceptions.
Redemption for Taxation Reasons
Upon the occurrence of certain changes in the treatment of the
Securities for taxation purposes as described below, the Issuer may
(after becoming subject to Capital Adequacy Regulations, subject
to prior consent of the Regulator) redeem all but not some only of
the Securities at their principal amount or, as the case may be under
Condition 7(c), their Make Whole Redemption Amount, in each
case together with any Outstanding Payments.
Redemption, Conversion or
If, after the Issuer becoming subject to Capital Adequacy
Exchange for Regulatory Reasons
Regulations, the Securities cease to qualify as own funds and, if
own funds is subdivided in tiers, core capital (tier 1 capital or
equivalent) for the purposes of determination of its solvency
margin, capital adequacy ratios or comparable margins or ratios
under such Capital Adequacy Regulations, then the Issuer may,
subject to prior consent of the Regulator, if required, redeem all,
but not some only, of the Securities at their principal amount or, as
the case may be under Condition 7(d), their Make Whole
Redemption Amount, in each case together with any Outstanding
Payments, or convert or exchange the Securities into or for
preference shares or another series of capital securities qualifying as
own funds and, if own funds is subdivided in tiers, core capital (tier
1 capital or equivalent), as more fully described in the Terms and
Conditions of the Securities.
Redemption, Conversion or
If, as a result of a change of accounting standards or as a result of a
Exchange for Accounting Reasons
change in interpretation of accounting standards, the Securities are
no longer classified as equity or equity instrument under accounting
standards applicable to the Issuer from time to time, then the Issuer
may (after becoming subject to Capital Adequacy Regulations,
subject to prior consent of the Regulator) redeem all, but not some
only, of the Securities at their principal amount or, as the case may
be under Condition 7(e), their Make Whole Redemption Amount,
in each case together with any Outstanding Payments, or convert or
exchange the Securities into or for preference shares or another
series of capital securities that classify as equity or equity
instrument under accounting standards applicable to the Issuer
from time to time.
Substitution Event
If at any time a Substitution Event has occurred and is continuing,
the Issuer may (after becoming subject to Capital Adequacy
Regulations, subject to prior consent of the Regulator) cause
substitution of all, but not some only, of the Securities for fully paid
non-cumulative Preference Shares issued directly by the Issuer
having materially the same terms as the Securities.
Remedy for Non-Payment
The sole remedy against the Issuer available to any Holder for
recovery of amounts owing in respect of the Securities will be the
institution by the Trustee of proceedings for the bankruptcy
(faillissement) of the Issuer and/or proving (indienen ter verificatie)
in such bankruptcy, as more fully described in the Terms and
Conditions of the Securities.
Form
The Securities will be represented by a Global Security in bearer
form (the ``Global Security''), without coupons, in the principal
amount of A 500,000,000. The Global Security will be deposited
with Euroclear Netherlands. The Global Security will not be
exchangeable for definitive Securities in bearer form.
Clearing Systems
Euroclear Netherlands, Euroclear and Clearstream.
8


Selling Restrictions
The offering and sale of the Securities are subject to all applicable
selling restrictions. See ``Subscription and Sale'' on page 56.
Listing
Application has been made to list the Securities on Eurolist by
Euronext Amsterdam. It is anticipated that the Securities will be
quoted as a percentage of their principal amount of A 10,000,
A 100,000 and A 1,000,000, respectively.
Ratings
The Securities are expected to be assigned, on issue, a rating of
``BBB'' by Standard & Poor's Rating Services, a division of the
McGraw-Hill
Companies,
Inc.
A
credit
rating
is
not
a
recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the
relevant rating organisation.
Governing Law
The Securities will be governed by, and construed in accordance
with, the laws of the Netherlands.
9