Obligation ABN AMRO 4.31% ( XS0246487457 ) en EUR

Société émettrice ABN AMRO
Prix sur le marché 100 %  ⇌ 
Pays  Pays-Bas
Code ISIN  XS0246487457 ( en EUR )
Coupon 4.31% par an ( paiement annuel )
Echéance Perpétuelle - Obligation échue



Prospectus brochure de l'obligation ABN AMRO XS0246487457 en EUR 4.31%, échue


Montant Minimal 1 000 EUR
Montant de l'émission 1 000 000 000 EUR
Description détaillée 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 ABN AMRO ( Pays-Bas ) , en EUR, avec le code ISIN XS0246487457, paye un coupon de 4.31% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle







PROSPECTUS DATED 8 MARCH 2006
ABN AMRO Bank N.V.
(the "Issuer")
EUR 1,000,000,000 Perpetual Capital Securities ("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 1,000,000,000 Perpetual Capital Securities (the "Capital Securities").
The Capital Securities are perpetual securities and have no fixed redemption date. However, the Capital Securities may (subject to the approval
of the Dutch Central Bank) be redeemed in whole but not in part at the option of the Issuer, at their principal amount of Euro 1,000 per Capital
Security with a denomination of Euro 1,000, Euro 10,000 per Capital Security with a denomination of Euro 10,000 and Euro 100,000 per
Capital Security with a denomination of Euro 100,000, together with any Outstanding Payments on the Coupon Payment Date falling on 10
March 2016 or any Coupon Payment Date thereafter. Prior redemption in case of tax events or for regulatory purposes may apply, subject to
Condition 7. Upon the occurrence of a Regulatory Event, the terms of the Capital Securities will be automatically altered, as described in
Condition 7 (h).
The Capital Securities will bear fixed Interest from (and including) the Issue Date to (but excluding) 10 March 2016 at a rate of 4.31 per cent.
per annum payable annually in arrear on 10 March in each year starting 10 March 2007, subject to Condition 4 and 5. Thereafter the Capital
Securities will bear floating interest at a rate of 1.66 per cent. above Three Month EURIBOR (as defined in Condition 5) payable quarterly in
arrear on 10 June, 10 September, 10 December and 10 March in each year starting 10 June 2016 subject to Condition 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 or if ABN
AMRO Holding N.V. (the "Holding") makes payments on any of its Ordinary Shares.
Any Deferred Coupon Payment (with any interest accrued on such Deferred Coupon Payment, as applicable) will be satisfied using the
Alternative Coupon Satisfaction Mechanism. This mechanism means that the relevant payment is satisfied from the proceeds of the issue by
the Holding of such amount of Holding Ordinary Shares for cash as required to provide enough cash for the Issuer to make full payments on
the Capital Securities in respect of the relevant Payment. When the Issuer elects to satisfy its obligation to make any Payment (other than a
payment of principal) to Holders, the Holding will issue Holding Ordinary Shares equal to the amount of the Deferred Coupon Payment as
directed by the Calculation Agent which will provide the cash amount due in respect of the Deferred Coupon Payment. Holding will calculate
the number of Holding Ordinary Shares that must be issued in consultation with the Issuer to raise the full amount of money due on the Capital
Securities on the Relevant Date to the Holders. Investors will always receive payments made in respect of the Capital Securities in cash.
The Capital Securities constitute direct, unsecured and subordinated securities of the Issuer as described in Condition 2.
This 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 Directive 2003/71/EC (the "Prospectus Directive") and relevant
implementing measures in the Netherlands, as a Prospectus issued in compliance with the Prospectus Directive and the Prospectus Regulation
and relevant implementing measures in the Netherlands for the purpose of giving information with regard to the issue of the Capital Securities
during the period of twelve months after the date hereof. Application has been made for the listing of the Capital Securities on Eurolist by
Euronext Amsterdam N.V. ("Euronext Amsterdam"). It is anticipated that the Capital Securities will be quoted as a percentage of their
respective principal amounts.
The Capital Securities are expected to be assigned, on issue, a rating of `A2' by Moody's Investors Service, Inc. ("Moody's"). As defined by
Moody's, obligations rated "A" are considered upper-medium grade and are subject to low credit risk. The Capital Securities are expected to
be assigned, on issue, a rating of `A' by Standard & Poor's Rating Services, a division of the McGraw-Hill Companies, Inc. ("Standard &
Poor's"). As defined by Standard & Poor's, an obligation rated "A" is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its commitment
of the obligation is still strong. 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 Capital Securities shall have denominations of EUR 1,000, EUR 10,000 and EUR 100,000. The Capital Securities will initially be
represented by a temporary global security (the "Temporary Global Security") in bearer form, without interest coupons, which is expected
to be deposited with a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream") on or about 10 March 2006. The Temporary Global Security will be exchangeable for interests in
a permanent global security (the "Permanent Global Security") in bearer form, without interest coupons, not earlier than 40 days after 10
March 2006, upon certification as to non-U.S. beneficial ownership. The Permanent Global Security will not be exchangeable for definitive
Capital Securities in bearer form.
The AFM may be further requested to provide other competent authorities in the European Economic Area (EEA) with a certificate of approval
so that the Capital Securities may be offered in the relevant other EEA jurisdictions.
Sole Bookrunner
ABN AMRO
Co- Managers
Banca Akros S.p.A. - Gruppo Banca Popolare
CALYON Corporate and Investment Bank
di Milano
IXIS Corporate & Investment Bank
Banca IMI
Lloyds TSB
Banco Bilbao Vizcaya Argentaria, S.A.
UBM - Unicredit Banca Mobiliare
Banco Santander
WestLB AG
The date of this Prospectus is 8 March 2006.


TABLE OF CONTENTS
Summary ......................................................................................................................................
3
Risk Factors ..................................................................................................................................
8
Important Notice ..........................................................................................................................
11
Documents Incorporated by Reference ........................................................................................
12
Terms and Conditions of the Capital Securities ..........................................................................
13
Use of Proceeds ............................................................................................................................
33
Netherlands Taxation ....................................................................................................................
34
Subscription and Sale....................................................................................................................
37
General Information......................................................................................................................
40
2


SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the Capital
Securities should be based on a consideration of this Prospectus as a whole, including the documents
incorporated by reference. No civil liability attaches to the Issuer in respect of this Summary, including any
translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other parts
of this Prospectus. Where a claim relating to information contained in this Prospectus is brought before a
court in a Member State of the European Economic Area (an "EEA State"), the plaintiff may, under the
national legislation of the EEA State where the claim is brought, be required to bear the costs of translating
the Prospectus before the legal proceedings are initiated.
The following refers to certain provisions of the Terms and Conditions of the Capital Securities and the Trust
Deed and insofar as it refers to the Terms and Conditions of the Capital Securities is qualified by the more
detailed information contained elsewhere in this Prospectus. Defined terms used herein have the meaning
given to them in "Terms and Conditions of the Capital Securities".
Words and expressions defined elsewhere in this Prospectus shall have the same meanings in this
summary.
Issuer
ABN AMRO Bank N.V.
Holding
ABN AMRO Holding N.V. (ABN AMRO Holding N.V. issued a
403-Statement for the benefit of the Issuer pursuant to Article 2:403
of the Dutch Civil Code).
The Issuer is a subsidiary of ABN AMRO Holding N.V.
("Holding"). The ABN AMRO group ("ABN AMRO"), which
consists of Holding and its subsidiaries, is a prominent international
banking group offering a wide range of banking products and
financial services on a global basis through a network of 3,870
offices and branches in 58 countries and territories as of year-end
2004. ABN AMRO is one of the largest banking groups in the
world, with total consolidated assets of 881 billion at 31 December
2005. ABN AMRO is the largest banking group in the Netherlands
and has a substantial presence in Brazil and the Midwestern United
States, its three "home markets". It is one of the largest foreign
banking groups in the United States, based on total assets held as of
31 December 2005. Holding is listed on Euronext Amsterdam and
the New York Stock Exchange (among others).
ABN AMRO implements its strategy through a number of global
(Strategic) Business Units, each of which is responsible for
managing a distinct client or product segment. Its client-focused
(Strategic) Business Units are: Customer & Commercial Clients,
Wholesale Clients, Private Clients, Asset Management and
Transaction Banking Group. In addition, it has the following
internal Business Units: Group Shared Services and Group
Functions. Its (Strategic) Business Units are present in all countries
and territories in which ABN AMRO operates, with the largest
presence in its home markets.
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil
its obligations under the Capital Securities, including the fact that
the Issuer's results can be adversely affected by (i) general
economic conditions and other business conditions, (ii)
competition, (iii) regulatory change and (iv) standard banking risks
including changes in interest and foreign exchange rates and
3


operational, credit, market, liquidity and legal risks, see "Risk
Factors" in the Registration Document. In addition, there are certain
factors which are material for the purpose of assessing the market
risks associated with the Capital Securities, see "Risk Factors" in
this Prospectus.
Trustee
Amsterdamsch Trustee's Kantoor B.V.
Issue Size
1,000,000,000
Issue Price
100 per cent.
Redemption / Call Option
The Capital Securities are perpetual securities and have no maturity
date. Subject to prior consent of De Nederlandsche Bank N.V.
("DNB"), the Capital 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 10 March 2016 or any Coupon Payment Date thereafter.
Interest
The Capital Securities will bear interest from (and including) the
Issue Date to (but excluding) 10 March 2016 at a rate of 4.31 per
cent. per annum and thereafter floating rate interest at 1.66 per cent.
above Three Month EURIBOR. Details of historic Three Month
EURIBOR rates can be obtained from Telerate.
Coupon Payment Dates
Subject as described below, Coupon Payments will be payable
annually in arrear on 10 March in each year from (and including) 10
March 2007 to (and including) 10 March 2016 and quarterly in
arrear on 10 June, 10 September, 10 December and 10 March in
each year from (and including) 10 June 2016.
Condition of Payment
No payment in respect of the Capital Securities shall be payable
except to the extent that the Issuer is not subject to a Regulatory
Event and could make such payment and still not be subject to a
Regulatory Event immediately thereafter.
Status and Subordination
The Capital Securities constitute direct, unsecured and subordinated
securities of the Issuer. The rights and claims of the Holders under
the Capital Securities are subordinated to the claims of Senior
Creditors (as defined in Condition 20) of the Issuer, present and
future.
Winding-up Claims
The Capital Securities will rank on a winding-up (faillissement of
vereffening na ontbinding) of the Issuer pari passu with the most
senior ranking preference shares or other securities that qualify as
Tier 1 capital issued by the Issuer, but will be subordinated in right
of payment to the claims of Senior Creditors (as defined in
Condition 20) of the Issuer, present and future.
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 Capital Securities, be due and
payable, that it is subject to a Regulatory Event or that payment of
the relevant Payment would result in the Issuer becoming subject to
a Regulatory Event, the Issuer must defer such Payment.
Any payment so deferred may be satisfied at any time by the Issuer
giving not less than 16 Business Days notice of such satisfaction
4


(provided that at the time of satisfying such payment, the Issuer is
no longer subject to a Regulatory Event).
Unless the Issuer elects to defer such Payment pursuant to its
optional right to defer referred to below, such required deferred
payment must be satisfied on the Coupon Payment Date next
following the 19th Business Day after the Issuer determines that it
is no longer subject to a Regulatory Event and that such payment
would not result in it becoming subject to a Regulatory Event again.
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 Capital Securities for any period of time.
However, if the Issuer makes this election, the deferred payment
will bear interest at the Applicable Coupon Rate for the full period
of optional deferral.
Deferred and Future Interest
Any Payment which has been deferred will become immediately
Payments
due and payable if (i) the Issuer makes declares, pays or distributes
a dividend or makes a payment on, or purchases or redeems, any
Junior Securities or Parity Securities or (ii) Holding declares, pays
or distributes a dividend or makes any payment on any Holding
Ordinary Shares.
Dividend Stopper
Each of the Issuer and the Holding have agreed that if the Issuer
defers a payment for any reason as described above then, while any
payment is so deferred, it will not recommend to its respective
shareholders and, to the fullest extent permitted by applicable law,
will otherwise act to prevent, any action that would constitute a
Mandatory Payment Event or Mandatory Partial Payment Event.
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. This mechanism
means that the relevant payment is satisfied from the proceeds of the
issue by the Holding of such amount of Holding Ordinary Shares
for cash as required to provide enough cash for the Issuer to make
full payments on the Capital Securities in respect of the relevant
Payment. When the Issuer elects to satisfy its obligation to make
any Payment (other than a payment of principal) to Holders, the
Holding will issue Holding Ordinary Shares equal to the amount of
the Deferred Coupon Payment as directed by the Calculation Agent
which will provide the cash amount due in respect of the Deferred
Coupon Payment. Holding will calculate the number of Holding
Ordinary Shares that must be issued in consultation with the Issuer
to raise the full amount of money due on the Capital Securities on
the Relevant Date to the Holders. Investors will always receive
payments made in respect of the Capital Securities in cash.
Sufficiency
The Holding is required to keep available for issue enough Holding
Ordinary Shares, as it reasonably considers would be required to
satisfy from time to time the next year's scheduled Coupon
Payment(s) and any Deferred Coupon Payments.
Market Disruption Event
If, in the opinion of the Holding, a Market Disruption Event in
respect of its shares exists on or after the 15th Business Day
5


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.
Additional Amounts
The Issuer will pay additional amounts to Holders of the Capital
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
Capital Securities for taxation purposes as described in Condition 7
of the Terms and Conditions of the Capital Securities, the Issuer
may, subject to prior consent of DNB, redeem all but not some of
the Capital Securities at a redemption amount as specified in
Condition 7 (c) and 7 (d) of the Terms and Conditions of the Capital
Securities.
Redemption for Regulatory Reasons If securities of the nature of the Capital Securities cease to qualify
as own funds and 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 applicable capital
adequacy regulations, then the Issuer may, subject to prior consent
of DNB:
(i)
redeem all, but not some, of the Capital Securities at a
redemption amount as specified in Condition 7 (e) of the
Terms and Conditions of the Capital Securities; or
(ii)
convert or exchange the Capital Securities to another series
of capital securities having materially the same terms as the
Capital Securities and which are no less favorable to an
investor than the current terms of the Capital Securities
although they may not have an Alternative Coupon
Satisfaction Mechanism.
Alteration of Terms upon a
Upon the occurrence of a Regulatory Event, the terms of the Capital
Regulatory Event
Securities will be automatically altered so that they become non-
cumulative Modified Securities, as more fully described in
Condition 7 of the terms and Conditions of the Capital Securities.
Remedy for Non-Payment
The sole remedy against the Issuer available to any Holder of
Capital Securities for recovery of amounts owing in respect of the
Capital Securities will be the institution of proceedings for the
winding-up (faillissementsprocedure) of the Issuer and/or proving
in such winding up.
Form
The Capital Securities will be represented initially by a temporary
global bearer security (the "Temporary Global Security") without
interest coupons, which shall be exchanged for a permanent global
bearer security (the "Permanent Global Security" and together
with the Temporary Global Security, the "Global Securities") not
earlier than forty days after 10 March 2006 in accordance with its
terms. The Global Securities shall be deposited with a common
6


depositary for Euroclear Bank S.A./N.V. as operator of the
Euroclear System ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream"). The Permanent Global Security will not
be exchangeable for definitive Capital Securities in bearer form.
Clearing Systems
Clearstream and Euroclear.
Selling Restrictions
The offering and sale of the Capital Securities are subject to all
applicable selling restrictions. See "Subscription and Sale" on page
43.
Listing
Application has been made to list the Capital Securities on Eurolist
by Euronext Amsterdam. It is anticipated that the Capital Securities
will be quoted as a percentage of their respective principal amounts.
Ratings
The Capital Securities are expected to be assigned, on issue, a rating
of "A2" by Moody's Investors Service, Inc. ("Moody's"). As
defined by Moody's, obligations rated "A" are considered upper-
medium grade and are subject to low credit risk. The Capital
Securities are expected to be assigned, on issue, a rating of "A" by
Standard & Poor's Rating Services, a division of the McGraw-Hill
Companies, Inc. ("Standard & Poor's"). As defined by Standard &
Poor's, an obligation rated "A" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions than obligations in higher rated categories. However, the
obligor's capacity to meet its commitment of the obligation is still
strong. 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 Capital Securities will be governed by, and construed in
accordance with the laws of the Netherlands.
7


RISK FACTORS
Prospective investors should read the entire Prospectus.
The Issuer believes that the factors described below represent the principal risks inherent in investing
in the Capital Securities, but the inability of the Issuer to pay interest, principal or other amounts on or
in connection with any Capital Securities may occur for other reasons. The risks described below are
not the only risks the Issuer faces. Additional risks and uncertainties not presently known to the Issuer
or additional risks and uncertainties that the Issuer currently believes to be immaterial could also have
a material impact on its business operations. Prospective investors should also read the detailed
information set out elsewhere in this Prospectus and reach their own views prior to making any
investment decision.
Words and expressions defined in the "Terms and Conditions of the Capital Securities" below or
elsewhere in this Prospectus have the same meanings in this section, unless otherwise stated.
Prospective investors should consider, among other things, the following.
Factors that may affect the Issuer's ability to fulfil its obligations under the Capital Securities
Each potential investor in the Capital Securities should refer to the Risk Factors section of the Registration
Document (as defined below) incorporated by reference in this Prospectus for a description of those factors
which may affect the Issuer's ability to fulfil its obligations under the Capital Securities.
The Issuer's obligations under the Capital Securities are subordinated
The Issuer's obligations under the Capital Securities will be unsecured and subordinated and will rank
junior in priority of payment to Senior Creditors. "Senior Creditors" means (a) all unsubordinated
creditors of the Issuer and (b) all subordinated creditors of the Issuer other than those whose claims rank
pari passu with or junior to the claims of the holders of the Capital Securities. Although the Capital
Securities may pay a higher rate of interest than comparable securities which are not subordinated, there
is a real risk that an investor in the Capital Securities will lose all or some of his investment should the
Issuer become insolvent.
Deferral
The Issuer may elect to defer any Payment (such term does not include principal) on the Capital
Securities for any period of time subject to suspension of payment on Junior Securities, Parity Securities
and Holding Ordinary Shares, as more particularly described in "Terms and Conditions of the Capital
Securities ­ 4. Deferrals". Unless deferral is required as described under "Terms and Conditions of the
Capital Securities ­ 4. Deferrals ­ (a) Mandatory Deferral of Payments", any deferred payment will bear
interest at the Applicable Coupon Rate.
Perpetual securities
The Issuer is under no obligation to redeem the Capital Securities at any time and the Holders have no
right to call for their redemption.
Redemption risk
Upon the occurrence of certain specified tax or regulatory events, or the Coupon Payment Date falling
on 10 March 2016 or any Coupon Payment Date thereafter, the Capital Securities may be redeemed at
their principal amount or at their Make Whole Amount (as defined in "Terms and Conditions of the
Capital Securities ­ 20. Definitions"), together with any Outstanding Payments (as defined in "Terms
and Conditions of the Capital Securities ­ 20. Definitions"), subject as provided in "Terms and
Conditions of the Capital Securities ­ 7. Redemption and Purchases".
8


Alteration of terms upon a Regulatory Event
Upon the occurrence of a Regulatory Event, the terms of the Capital Securities will be automatically
altered so to reflect that they have become non-cumulative Modified Securities which for International
Financial Reporting Standards ("IFRS") purposes are classified as equity applying the current IFRS
standards. See "Terms and Conditions of the Capital Securities ­ 7(h). Alteration of terms upon a
Regulatory Event".
If the terms of the Capital Securities are so altered, the Modified Securities that a Holder will then hold
will have different rights than those applicable to the Capital Securities and such rights are less
favourable to Holders than those that apply to the Capital Securities, provided that in a winding-up of
the Issuer the Modified Securities will in any case, likewise the Capital Securities, rank pari passu with
the most senior preference shares issued by the Issuer.
No limitation on issuing debt
There is no restriction on the amount of debt which the Issuer may issue which ranks senior to the
Capital Securities or on the amount of securities which the Issuer may issue which ranks pari passu with
the Capital Securities. The issue of any such debt or securities may reduce the amount recoverable by
Holders on a winding-up (faillissement of verefenning na ontbinding) of the Issuer or may increase the
likelihood of a deferral of Payments under the Capital Securities.
Availability of shares
If the Issuer is to make a payment using the Alternative Coupon Satisfaction Mechanism and the
Holding has an insufficient number of Holding Ordinary Shares available for issue, then the Issuer's
payment obligation shall be suspended to the extent of such insufficiency until such time as sufficient
shares are available to satisfy all or part of the suspended payment obligation, as more particularly
described in "Terms and Conditions of the Capital Securities ­ 6. Alternative Coupon Satisfaction
Mechanism ­ (d) Insufficiency".
Market Disruption Event
If, following a decision by the Issuer to satisfy a payment using the Alternative Coupon Satisfaction
Mechanism, in the opinion of the Holding a Market Disruption Event in respect of the Holding Ordinary
Shares 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 Capital Securities ­ 6. Alternative Coupon
Satisfaction Mechanism ­ (e) Market Disruption". Any such deferred payments shall bear interest at the
Applicable 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 Capital Securities will be the institution of
proceedings for the winding-up of the Issuer and/or proving in such winding-up.
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 Capital Securities and each Holder shall,
by virtue of being the bearer of any Capital Security, be deemed to have waived all such rights of set-
off.
Absence of prior public markets
The Capital Securities constitute an issue of new securities by the Issuer. Prior to this issue, there will
have been no public market for the Capital Securities. Although application has been made for the
9


Capital Securities to be listed on Eurolist by Euronext Amsterdam N.V., there can be no assurance that
an active public market for the Capital 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 Capital 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.
10