Obligation Achmea 4.25% ( XS1180651587 ) en EUR

Société émettrice Achmea
Prix sur le marché refresh price now   100 %  ▲ 
Pays  Pays-bas
Code ISIN  XS1180651587 ( en EUR )
Coupon 4.25% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Achmea XS1180651587 en EUR 4.25%, échéance Perpétuelle


Montant Minimal 100 000 EUR
Montant de l'émission 750 000 000 EUR
Prochain Coupon 04/02/2026 ( Dans 327 jours )
Description détaillée Achmea est un groupe d'assurance néerlandais offrant une large gamme de produits d'assurance et de services financiers en Europe.

L'Obligation émise par Achmea ( Pays-bas ) , en EUR, avec le code ISIN XS1180651587, paye un coupon de 4.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle







Achmea B.V.
(incorporated with limited liability in the Netherlands with its statutory seat in Zeist)
5,000,000,000
Programme for the Issuance of Debt Instruments
Under the Programme described in this Base Prospectus (the "Programme"), Achmea B.V. (the "Issuer"), subject
to compliance with all relevant laws, regulations and directives, may from time to time issue notes (the "Notes")
and capital securities (the "Capital Securities" and, together with the Notes, the "Instruments"). The Notes may
be issued as subordinated notes (the "Subordinated Notes") or senior notes (the "Senior Notes"). The aggregate
nominal amount of Instruments outstanding will not at any time exceed 5,000,000,000 (or the equivalent in
other currencies).
Application has been made to the Irish Stock Exchange for the Instruments issued under the Programme to be
admitted to the Official List and trading on its regulated market. References in this Base Prospectus to
Instruments being "listed" (and all related references) shall mean that such Instruments have been listed and
admitted to trading on the regulated market of the Irish Stock Exchange (or any other stock exchange). The
regulated market of the Irish Stock Exchange is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2004/39/EC. However, unlisted Instruments may be issued as well pursuant to the
Programme. The relevant Final Terms in respect of the issue of any Instruments will specify whether or not such
Instruments will be listed and admitted to trading on the regulated market of the Irish Stock Exchange (or any
other stock exchange). This Base Prospectus has been approved by the Central Bank of Ireland, as competent
authority under Directive 2003/71/EC, as amended and implemented (the "Prospectus Directive"). The Central
Bank of Ireland only approves this Base Prospectus as meeting the requirements imposed under Irish and EU
law pursuant to the Prospectus Directive. Such approval relates only to the Instruments which are to be admitted
to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of
Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic
Area.
Notes may be issued in bearer form and in registered form. Capital Securities may be issued in bearer form only.
Each Series (as defined in "Overview of the Programme ­ Method of Issue") of Notes and Capital Securities in
bearer form will be represented on issue by a temporary global note in bearer form (each a "temporary Global
Note") and a temporary global security (each a "temporary Global Security") respectively or a permanent global
note in bearer form (each a "permanent Global Note") and a permanent global security (each a "permanent
Global Security"). If the temporary Global Notes, the permanent Global Notes, the temporary Global Securities
and the permanent Global Securities (the "Global Instruments") are stated in the applicable Final Terms to be
issued in new global note ("NGN") form, the Global Instruments will be delivered on or prior to the original
issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank
SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"). Notes in registered form
will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of
each Noteholder's entire holding of Registered Notes of one Series. Registered Notes issued in global form will
be represented by registered global certificates ("Global Certificates"). If a Global Certificate is held under the
New Safekeeping Structure (the "NSS") the Global Certificate will be delivered on or prior to the original issue
date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Global Instruments which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global
Certificates which are not held under the NSS will be deposited on the issue date of the relevant Tranche with a
common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary") or (ii) in
the case of Capital Securities only, Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. ("Euroclear
Nederland").
A33770493


The provisions governing the exchange of interests in Global Instruments for other Global Instruments and
definitive Instruments are described in "Summary of Provisions Relating to the Instruments while in Global
Form".
Tranches of Instruments (as defined in "Overview of the Programme ­ Method of Issue") to be issued under the
Programme will be rated or unrated. Where a Tranche of Instruments is to be rated, such rating will not
necessarily be the same as the ratings assigned to the Instruments already issued. Whether or not a rating in
relation to any Tranche of Instruments will be treated as having been issued by a credit rating agency established
in the European Union and registered under Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA
Regulation") as amended will be disclosed in the relevant Final Terms.
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.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this
Base Prospectus.
This Base Prospectus is dated 14 July 2017 and supersedes the prospectus dated 15 September 2014.
Dealer
NatWest Markets
Arranger for the Programme
NatWest Markets
A33770493


This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive
and for the purpose of giving information with regard to the Issuer, the Issuer and its subsidiaries and
affiliates taken as a whole (the "Group") and the Instruments which, according to the particular nature of the
Issuer and the Instruments, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information
contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect
the import of such information.
This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Instruments in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under
the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Instruments. Accordingly any person making or intending to make an offer in that
Relevant Member State of Instruments which are the subject of an offering contemplated in this Base
Prospectus as completed by final terms in relation to the offer of those Instruments may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer has been approved by the
competent authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State and (in either case)
published, all in accordance with the Prospectus Directive, provided that any such prospectus has
subsequently been completed by final terms which specify that offers may be made other than pursuant to
Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised,
nor do they authorise, the making of any offer of Instruments in circumstances in which an obligation arises
for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Instruments and, if given or
made, such information or representation must not be relied upon as having been authorised by the
Issuer or any of the Dealers or the Arranger (as defined in "Overview of the Programme"). Neither the
delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the
date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer since the
date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that any other information supplied in connection with the Programme is correct as of
any time subsequent to the date on which it is supplied or, if different, the date indicated in the
document containing the same.
In the case of any Instruments which are to be admitted to trading on a regulated market within the
European Economic Area or offered to the public in a member State of the European Economic Area in
circumstances which require the publication of a prospectus under the Prospectus Directive, the
2


minimum specified denomination shall be 100,000 (or its equivalent in any other currency as at the
date of issue of the Instruments).
IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Instruments
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Instruments are not
intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from
such date, should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU ("MiFID II"); (ii) a
customer within the meaning of Directive 2002/92/EC ("IMD"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no
key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for
offering or selling the Instruments or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Instruments or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
The distribution of this Base Prospectus and the offering or sale of the Instruments in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are
required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any
such restriction. The Instruments have not been and will not be registered under the United States
Securities Act of 1933 (the "Securities Act") and include Instruments in bearer form that are subject to
U.S. tax law requirements. Subject to certain exceptions, Instruments may not be offered, sold or
delivered within the United States or to U.S. persons. For a description of certain restrictions on offers
and sales of Instruments and on distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Instrument.
To the fullest extent permitted by law, none of the Dealers or the Arranger accept any responsibility for
the contents of this Base Prospectus or for any other statement, made or purported to be made by the
Arranger or a Dealer or on its behalf in connection with the Issuer or the issue and offering of the
Instruments. The Arranger and each Dealer accordingly disclaims all and any liability whether arising
in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of
this Base Prospectus or any such statement. Neither this Base Prospectus nor any other financial
statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuer, the Arranger or the Dealers that any recipient of
this Base Prospectus or any other financial statements should purchase the Instruments. Each potential
purchaser of Instruments should determine for itself the relevance of the information contained in this
Base Prospectus and its purchase of Instruments should be based upon such investigation as it deems
necessary. None of the Dealers or the Arranger undertakes to review the financial condition or affairs of
the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Instruments of any information coming to the attention of any of
the Dealers or the Arranger.
In connection with the issue of any Tranche (as defined in "Overview of the Programme ­ Method of
Issue"), the Dealer or Dealers (if any) named as the stabilisation manager(s) (the "Stabilisation
Manager(s)") (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final
Terms may over-allot Instruments or effect transactions with a view to supporting the market price of
the Instrument at a level higher than that which might otherwise prevail. However, stabilisation may
not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
3


disclosure of the terms of the offer of the relevant Tranche is made and, if begun, may cease at any time,
but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche and 60
days after the date of the allotment of the relevant Tranche. Any stabilisation action or over-allotment
must be conducted by the relevant Stabilisation Manager(s) (or any person acting on behalf of any
Stabilisation Manager(s)) in accordance with all applicable laws and rules.
The Bank of New York Mellon SA/NV, Dublin Branch is acting solely in its capacity as listing agent for
the Issuer (and not on its own behalf) in connection with the application for admission of the Notes to
the Official List of the Irish Stock Exchange and trading on its regulated market (the Main Securities
Market).
ABN AMRO Bank N.V. has been engaged by the Issuer as Fiscal Agent, Principal Paying Agent,
Registrar, Transfer Agent and Calculation Agent for the Notes, upon the terms and subject to the
conditions set out in the Agency Agreement (as defined below), for the purpose of paying sums due on
the Notes and of performing all other obligations and duties imposed on it by the Conditions and the
Agency Agreement. ABN AMRO Bank N.V. in such capacity is acting for the Issuer only and will not
regard any other person as its client in relation to the offering of the Notes. Neither ABN AMRO Bank
N.V. nor any of its directors, officers, agents or employees makes any representation or warranty,
express or implied, or accepts any responsibility, as to the accuracy, completeness or fairness of the
information or opinions described or incorporated by reference in this Base Prospectus, in any investor
report or for any other statements made or purported to be made either by itself or on its behalf in
connection with the Issuer or the offering of the Notes. Accordingly, ABN AMRO Bank N.V. disclaims
all and any liability, whether arising in tort or contract or otherwise, in respect of this Prospectus and
or any such other statements.
All references in this Base Prospectus to "euro", "EUR" and "" refer to the lawful currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to
the Treaty establishing the European Community as amended by the Treaty on European Union, those
to "U.S. dollars", "dollar", "U.S.$", "$" and "USD" refer to the lawful currency of the United States of
America and those to "Sterling, "£" and "GBP" are to the lawful currency of the United Kingdom.
Switzerland: The Instruments being offered pursuant to this Base Prospectus do not represent units in
collective investment schemes within the meaning of the Swiss Collective Investment Schemes Act of 23
June 2006 (the "CISA"). Accordingly, they have not been registered with the Swiss Financial Market
Supervisory Authority (the "FINMA") as foreign collective investment schemes, and, are not subject to
the supervision of the FINMA. Investors cannot invoke the protection conferred under the CISA.
The language of this Base Prospectus is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
4


DOCUMENTS INCORPORATED BY REFERENCE
This Base Prospectus should be read and construed in conjunction with the audited consolidated annual
financial statements of the Issuer for the financial years ended, 31 December 2015 and 31 December 2016
together in each case with the auditor's report thereon, and the terms and conditions set out on pages 34 to 64
of the base prospectus dated 15 September 2014 under the heading "Terms and Conditions of the Notes",
which have been previously published or are published simultaneously with this Base Prospectus and which
have been filed with the Irish Stock Exchange and with the Central Bank of Ireland in compliance with
Article 11 of the Prospectus Directive. Such documents shall be incorporated in and form part of this Base
Prospectus, save that any statement contained in a document which is incorporated by reference herein shall
be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained
herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any
statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this
Base Prospectus.
Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or
are otherwise covered elsewhere in this Base Prospectus.
Copies of documents incorporated by reference in this Base Prospectus may be obtained without charge from
the registered office of the Issuer and www.achmea.com and through the following hyperlinks:
https://www.achmea.nl/SiteCollectionDocuments/Achmea-jaarverslag-2015-ENG.pdf
https://www.achmea.nl/SiteCollectionDocuments/Achmea-AR2016-ENG.pdf
https://www.achmea.nl/en/investors/debt-information/Paginas/default.aspx
SUPPLEMENTARY PROSPECTUS
If at any time the Issuer shall be required to prepare a supplementary prospectus pursuant to the Prospectus
Directive and implementing legislation, the Issuer will prepare and make available an appropriate amendment
or supplement to this Base Prospectus or a further prospectus which, in respect of any subsequent issue of
Instruments to be listed and admitted to trading on the regulated market of the Irish Stock Exchange, shall
constitute a supplementary prospectus as required by the Prospectus Directive and implementing legislation.
The Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme
there is a significant new factor, material mistake or inaccuracy relating to information contained in this Base
Prospectus which is capable of affecting the assessment of any Instruments and whose inclusion in or removal
from this Base Prospectus is necessary for the purpose of allowing an investor to make an informed
assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuer, and
the rights attaching to the Instruments, the Issuer shall prepare an amendment or supplement to this Base
Prospectus for use in connection with any subsequent offering of the Instruments and shall supply to each
Dealer such number of copies of such supplement hereto as such Dealer may reasonably request.
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TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 7
OVERVIEW OF THE PROGRAMME............................................................................................................ 36
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 42
FORM OF FINAL TERMS OF THE NOTES ................................................................................................. 74
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES .................................................................. 86
FORM OF FINAL TERMS OF THE CAPITAL SECURITIES .....................................................................115
SUMMARY OF PROVISIONS RELATING TO THE INSTRUMENTS WHILE IN GLOBAL FORM ..... 123
USE OF PROCEEDS..................................................................................................................................... 130
BUSINESS DESCRIPTION OF THE ISSUER............................................................................................. 131
TAXATION.................................................................................................................................................... 148
SUBSCRIPTION AND SALE ....................................................................................................................... 151
GENERAL INFORMATION......................................................................................................................... 156
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Instruments issued under the Programme. All of these factors are contingencies which may or may not occur
and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Instruments issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Instruments issued under the Programme, but the inability of the Issuer to pay interest, principal or other
amounts on or in connection with any Instruments may occur for other reasons and the Issuer does not
represent that the statements below regarding the risks of holding any Instruments are exhaustive. Prospective
investors should also read the detailed information set out elsewhere in this Base Prospectus (including any
documents incorporated by reference herein) and reach their own views prior to making any investment
decision.
Factors that may affect the Issuer's ability to fulfil its obligations under Instruments issued
under the Programme
Because the Issuer is an integrated financial services company conducting business on a worldwide basis, the
revenues and earnings of the Issuer are affected by the volatility and strength of the economic, business and
capital markets environments specific to the geographic regions in which the Issuer conducts business and
changes in such factors may adversely affect the profitability of its insurance, banking and asset management
business.
Factors such as interest rates, exchange rates, consumer spending, business investment, government spending,
the volatility and strength of the capital markets, and terrorism all impact the business and economic
environment and, ultimately, the amount and profitability of business the Issuer conducts in a specific
geographic region. For example, in an economic downturn characterised by higher unemployment, lower
family income, lower corporate earnings, lower business investment and consumer spending, the demand for
banking and insurance products would be adversely affected and the Issuer's reserves and provisions would
likely increase, resulting in lower earnings. Similarly, a downturn in the equity markets could cause a
reduction in commission income the Issuer earns from managing portfolios for third parties, as well as income
generated from its own proprietary portfolios, each of which is generally tied to the performance and value of
such portfolios. The Issuer also offers a number of insurance and financial products that expose the Issuer to
risks associated with fluctuations in interest rates, securities prices or the value of real estate assets. In
addition, a mismatch of interest-earning assets and interest-bearing liabilities in any given period may, in the
event of changes in interest rates, have a material effect on the financial condition or result from operations of
the businesses of the Issuer.
In addition, despite recent improvements in the financial position of many European countries, the peripheral
European financial system continues to be weak and could deteriorate further and there remains a risk that
financial difficulties may result in certain European countries exiting the Eurozone. Similarly, on 23 June
2016 the United Kingdom, in a referendum, voted to leave the European Union. At this stage both the terms
and the exact timing of the United Kingdom's exit from the European Union are unclear and the nature of the
relationship of the United Kingdom with the remaining members of the European Union has yet to be
discussed and negotiations with the European Union on the terms of the exit have yet to commence. This
7


uncertainty could result in increased volatility in the currency markets and could have a material and adverse
impact on the Dutch and other European economies.
On 15 July 2016, the Turkish government was subject to an attempted coup by a group within the Turkish
army. The Turkish government and the Turkish security forces (including the Turkish army) took control of
the situation in a short period of time and the ruling government remained in control. On 16 April 2017, a
constitutional referendum was held throughout Turkey and a new draft of the constitution that increases the
power of Turkish president Erdogan was approved by the Turkish voters. Although the Issuer's operations in
Turkey have not been materially affected by the coup and/or the referendum, the impact on political and
social circumstances following the attempted coup and the referendum and the aftermath thereof, including
developments in the political relationship between Turkey and the Netherlands, could result in increased
volatility in the currency market and/or could have a material effect on the financial condition or result from
operations of the business of the Issuer in Turkey.
Because life, non-life, health insurance and reinsurance businesses of the Issuer are subject to losses from
unforeseeable and/or catastrophic events, which are inherently unpredictable, the actual claims amount of the
Issuer may exceed the established reserves or the Issuer may experience an abrupt interruption of activities,
each of which could result in lower net profits and have an adverse effect on its results of operations.
In its life, non-life and health insurance and reinsurance businesses, the Issuer is subject to losses from natural
and man-made catastrophic events. Such events include, without limitation, weather and other natural
catastrophes such as wind and hailstorms, floods, earthquakes and pandemic events, as well as events such as
terrorist attacks. The frequency and severity of such events, and the losses associated with them, are
inherently unpredictable and cannot always be adequately reserved for. In accordance with industry practices,
reserves are established based on estimates using actuarial projection techniques. The process of estimating is
based on information available at the time the reserves are originally established. Although the Issuer
continually reviews the adequacy of the established claim reserves, and based on current information, the
Issuer believes its claim reserves are sufficient, there can be no assurances that its actual claims experience
will not exceed its estimated claim reserves. If actual claim amounts exceed the estimated claim reserves, its
earnings may be reduced and its net profits may be adversely affected. In addition, because unforeseeable
and/or catastrophic events can lead to abrupt interruption of activities, its insurance and other operations may
be subject to losses resulting from such disruptions. Losses can relate to property, financial assets, trading
positions and also to key personnel. If its business continuity plans are not able to be put into action or do not
take such events into account, losses may further increase.
Because each of the Issuer and the Group operates in a highly regulated industry, changes in statutes,
regulations and regulatory policies that govern activities in its various business lines could have an effect on
its operations and its net profits.
The insurance and other operations of the Issuer and the Group are subject to insurance and financial services
statutes, regulations and regulatory policies that govern what products the Issuer and/or the Group sell and
how the Issuer and the Group manage their business. Changes in existing statutes, regulations and regulatory
policies, as well as changes in the implementation of such statutes, regulations and regulatory policies may
affect the way the Issuer and the Group do business, their ability to sell new policies, products or services and
their claims exposure on existing policies. In addition, changes in tax laws may affect its tax position and/or
the attractiveness of certain of its products, some of which currently have favourable tax treatment.
The Issuer and the Group are subject to supervisory or regulatory laws and regulations on the basis whereof
they will be required to maintain minimum required levels of a solvency margin and/or a capital adequacy
ratio. Changes in such supervisory or regulatory laws and regulations may have a material effect on the
8


business, financial condition and operations of the Issuer and the Group and on payments by the Issuer under
the Instruments, including deferral thereof.
The European Union has adopted a full scale revision of the solvency framework and prudential regime
applicable to insurance companies, reinsurance companies and insurance groups through Directive
2009/138/EC of the European Parliament and of the Council of 25 November 2009 on the taking-up and
pursuit of the business of Insurance and Reinsurance as completed by the Omnibus II Directive
(2011/0006(COD)) (''Solvency II''). The framework for Solvency II is set out in the Solvency II Directive. In
the Netherlands, the legislation implementing the Solvency II Directive came into force on 1 January 2016. If
Instruments would be issued under the Programme, the relevant terms may need to be adjusted to comply
with capital instruments requirements under Solvency II as they stand.
Solvency II is aimed at creating a solvency framework in which the minimum amounts of capital that
insurance and reinsurance companies are required to hold in order to cover the risks to which they are
exposed better reflect such companies' specific risk profiles. Solvency II introduced economic risk-based
solvency requirements across all Member States for the first time. While the previous directives concentrated
mainly on the liabilities side (i.e. insurance risks) and included a relatively simple solvency formula based on
technical provisions and insurance premiums, Solvency II introduces more comprehensive solvency
requirements, taking the asset-side risks into account more extensively, but also providing new and more
detailed rules regarding governance, risk management, scenario analyses, stress testing, risks associated with
the other entities within the group, including the entities that are unregulated. The new regime is a "total
balance sheet" type regime where the insurers' material risks and their interactions are considered. In addition
to these quantitative requirements ("Solvency II Pillar 1"), Solvency II also sets requirements for
governance, risk management and effective supervision, including the obligation to perform an Own Risk and
Solvency Assessment ("Solvency II Pillar 2"), and disclosure and transparency requirements ("Solvency II
Pillar 3").
Under Solvency II Pillar 1, insurers are required to hold own funds equal to or in excess of a solvency capital
requirement ("SCR"). Solvency II categorises own funds into three tiers with differing qualifications as
eligible available regulatory capital. Under Solvency II, own funds use IFRS balance sheet items where these
are at fair value and replace other balance sheet items using market consistent valuations. The determination
of the technical provisions and the discount rate to be applied will have a material impact on the amount of
own funds required and the volatility of the level of own funds. The SCR is a risk-based capital requirement
which is determined using either a standard formula (set out in the European implementing measures), or,
where approved by the relevant supervisory authority, an internal model. The internal model can be used in
combination with, or as an alternative to, the standard formula as a basis for the calculation of an insurer's
SCR. In the Netherlands, such a model must be approved by the Dutch Central Bank (De Nederlandsche
Bank, "DNB").
Although Solvency II became effective on 1 January 2016, and Solvency II numbers are based on an agreed
procedure, there remains uncertainty about elements of the interpretation of Solvency II in the European and
Dutch insurance market.
For instance, the SCR requirement is still subject to assessment by DNB and may be adjusted from time to
time. This may affect the Solvency II ratios of insurance companies.
Also, in February 2017, DNB published guidance on the elements it considers when assessing the adjustment
for the loss-absorbing capacity of deferred taxes ("LACDT"). The impact of this guidance on the capital
position of the Group is currently subject to internal review. It cannot be excluded that the outcome of this
assessment will have a negative impact on the capital ratios of the Group.
9


Document Outline