Obligation ABN AMRO 5.75% ( XS1278718686 ) en EUR

ABN AMRO

100 % ⇌

Pays-bas

XS1278718686 ( en EUR )

5.75% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation ABN AMRO XS1278718686 en EUR 5.75%, échue

200 000 EUR

1 000 000 000 EUR

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 XS1278718686, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 18 September 2015

ABN AMRO BANK N.V.
(incorporated with limited liability in The Netherlands with its statutory seat in Amsterdam and registered in the Commercial Register of the Chamber of Commerce under number 34334259)
1,000,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities
Issue Price 100 per cent
1,000,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities (the "Capital Securities") will be issued by ABN AMRO Bank N.V.
(the "Issuer"). The issue price of the Capital Securities is 100 per cent of their Original Principal Amount (as defined in Condition 19 (Definitions) in "Terms and Conditions of the
Capital Securities" below). The Capital Securities will constitute unsecured and deeply subordinated obligations of the Issuer, ranking pari passu without any preference among
themselves, as described in Condition 2 (Status of the Capital Securities) in "Terms and Conditions of the Capital Securities" below.
The Capital Securities will bear interest on their Prevailing Principal Amount (as defined in Condition 19 (Definitions) in "Terms and Conditions of the Capital Securities" below),
payable (subject to cancellation as described below) semi-annually in arrear on 22 March and 22 September in each year (each an "Interest Payment Date"), from (and including) 22
September 2015 (the "Issue Date") to (but excluding) 22 September 2020 (the "First Call Date") at the fixed rate of 5.750 per cent per annum. The rate of interest will reset on the
First Call Date and on each fifth anniversary thereafter (each a "Reset Date"). The Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities (in
whole or in part), and it will be required to cancel the payment of interest on the Capital Securities to the extent that the Distributable Items are, or the Maximum Distributable Amount
is, insufficient. As a result, holders of Capital Securities ("Holders") may not receive interest on any Interest Payment Date. Interest that is cancelled will not be due on any subsequent
date, and the non-payment will not constitute a default by the Issuer. See Condition 3 (Interest and interest cancellation) in "Terms and Conditions of the Capital Securities" below.
The Prevailing Principal Amount of the Capital Securities will be written down if as of any Quarterly Financial Period End Date or an Anytime Calculation Date (i) the
Issuer CET1 Ratio falls or remains below 5.125 per cent and/or (ii) the Group CET1 Ratio falls or remains below 7 per cent (all as defined in Condition 19 (Definitions) in
"Terms and Conditions of the Capital Securities" below). Holders may lose some or substantially all of their investment in the Capital Securities as a result of such a write-
down. Following such reduction, the Prevailing Principal Amount may, at the Issuer's discretion, be written-up to the Original Principal Amount if certain conditions are
met. See Condition 7 (Principal Write-down and Principal Write-up) in "Terms and Conditions of the Capital Securities" below. In addition, the relevant Resolution Authority
may be entitled to write down the Capital Securities in accordance with its statutory powers (see Condition 8 (Statutory Loss Absorption) in "Terms and Conditions of the
Capital Securities" below).
The Capital Securities have no fixed maturity and Holders do not have the right to call for their redemption. As a result, the Issuer is not required to make any payment of the principal
amount of the Capital Securities at any time prior to its winding-up or insolvency. The Issuer may, at its option, redeem all, but not some only, of the Capital Securities on the First Call
Date or any anniversary thereafter at their Prevailing Principal Amount plus accrued and unpaid interest (see Condition 5 (Redemption and Purchase) in "Terms and Conditions of the
Capital Securities" below). The Issuer may also, at its option, redeem all, but not some only, of the Capital Securities at any time at their Prevailing Principal Amount plus accrued and
unpaid interest (if any) upon the occurrence of a Tax Event or a Capital Event (each as defined in Condition 19 (Definitions) in "Terms and Conditions of the Capital Securities"
below). Any optional redemption of Capital Securities by the Issuer will be subject to the general conditions to redemption as set out in Condition 5.6 (Conditions for Redemption and
Purchase) in "Terms and Conditions of the Capital Securities" below. If a Tax Event, a CRD IV Capital Event or a Capital Event has occurred and is continuing, the Issuer may
substitute all of the Capital Securities or vary the terms of all of the Capital Securities, without the consent or approval of Holders provided that they become or remain compliant with
applicable regulatory capital rules.
An investment in Capital Securities involves certain risks. Investors should ensure that they understand the nature of the Capital Securities and the extent of their exposure
to risks and they should review and consider these risks carefully before purchasing any Capital Securities. In particular, investors should review and consider the risk
factors relating to a Write-down and the impact this may have on their investment. For a discussion of these risks see "Risk Factors" beginning on page 1.
This Prospectus has been approved by the Netherlands Authority for the Financial Markets (the "AFM") in its capacity as competent authority under the Dutch Financial Supervision
Act (Wet op het financieel toezicht, the "Wft") for the purposes of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that
such amendments have been implemented in a relevant Member State of the European Economic Area (the "Prospectus Directive"). Application has been made to Euronext
Amsterdam N.V. for the Capital Securities to be listed on Euronext Amsterdam ("Euronext Amsterdam"). References in this Prospectus to the Capital Securities being "listed" (and all
related references) shall mean that the Capital Securities have been listed and admitted to trading on Euronext Amsterdam. Euronext Amsterdam is a regulated market for the purposes
of the Markets in Financial Instruments Directive (Directive 2004/39/EC).
The Capital Securities will be in bearer form and in denominations of 200,000 and integral multiples of 100,000 in excess thereof up to (and including) 300,000. The Capital
Securities will initially be represented by a temporary global capital security (the "Temporary Global Capital Security"), which will be deposited with a common safekeeper for
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear") on the Issue Date. The Temporary Global Capital Security will be
exchangeable for interests in a permanent global capital security (the "Permanent Global Capital Security", together with the Temporary Global Capital Security, the "Global
Capital Securities") not earlier than 40 days after the Issue Date, upon certification as to non-U.S. beneficial ownership. The Permanent Global Capital Security will be exchangeable
for Capital Securities in definitive form (the "Definitive Capital Securities") in the limited circumstances set out therein, see "Form of the Capital Securities" below.
The Capital Securities are expected to be rated BB by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc ("Standard & Poor's") and BB+ by Fitch
Ratings Ltd. ("Fitch"). Each of Standard & Poor's and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA
Regulation"). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Capital Securities have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exceptions, the Capital Securities
may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S"). See
"Subscription and Sale" below).
The Capital Securities are not intended to be sold and should not be sold to retail clients in the European Economic Area ("EEA"), as defined in the MR Rules (as defined
below) other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed
"Restrictions on marketing and sales to retail investors" on page v of this Prospectus for further information.
Joint Bookrunners
ABN AMRO
Citigroup
Goldman Sachs International
HSBC
Morgan Stanley
UBS Investment Bank

Co-Lead Managers
Commerzbank
Natixis
Société Générale
Corporate & Investment Banking

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The contents of this Prospectus are not intended to contain and should not be regarded as
containing advice relating to legal, taxation, investment or any other matters and prospective
investors are recommended to consult their own professional advisers for any advice concerning
the acquisition, holding or disposal of any Capital Securities.
Before making an investment decision with respect to any Capital Securities, prospective investors
should carefully consider all of the information set out in this Prospectus and any accompanying
documents, as well as their own personal circumstances. Prospective investors should have regard
to, among other matters, the considerations described under the section headed "Risk Factors" in
this Prospectus. This Prospectus does not describe all of the risks of an investment in the Capital
Securities.
An investment in the Capital Securities is only suitable for investors who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able to bear any losses that
may result therefrom.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the
information contained in this Prospectus is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below) and shall be read and construed on the
basis that such documents are incorporated in and form part of this Prospectus.
This Prospectus comprises a prospectus for the purposes of article 5.3 of the Prospectus Directive and has
been approved for the purpose of listing the Capital Securities on Euronext Amsterdam. This Prospectus
does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers (as defined
in "Subscription and Sale" below) to subscribe or purchase, any of the Capital Securities. The distribution
of this Prospectus and the offering of the Capital Securities in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus or any Capital Securities come are required by the
Issuer and the Managers to inform themselves about and to observe any such restrictions.
Neither the Issuer nor any of the Managers represent that this Prospectus may be lawfully distributed, or
that any Capital Securities may be lawfully offered, in compliance with any applicable registration or
other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume
any responsibility for facilitating any such distribution or offering. In particular, no action has been taken
by the Issuer or any of the Managers which is intended to permit a public offering of any Capital
Securities or distribution of this Prospectus in any jurisdiction where action for that purpose is required.
Accordingly, no Capital Securities may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations.
For a description of further restrictions on offers and sales of Capital Securities and distribution of this
Prospectus, see "Subscription and Sale" below. In particular, the Capital Securities have not been, and
will not be, registered under the Securities Act and are subject to United States tax law requirements. The
Capital Securities are being offered outside the United States by the Managers in accordance with
Regulation S, and may not be offered, sold or delivered within the United States or to, or for the account
or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with this Prospectus or any document incorporated by reference herein, or any other
information supplied in connection with the Capital Securities and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or any Manager.
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Neither this Prospectus nor any other information supplied in connection with the Capital Securities (i) is
intended to provide the basis of any credit or other valuation or (ii) should be considered as a
recommendation or a statement of opinion by the Issuer or any Manager that any recipient of this
Prospectus or any other information supplied in connection with the Capital Securities should purchase
any Capital Securities. Accordingly, no representation, warranty or undertaking, express or implied, is
made by any Manager in its capacity as such. Each investor contemplating purchasing any Capital
Securities should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Issuer.
Neither the Managers nor any of their respective affiliates have authorised the whole or any part of this
Prospectus or have independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Managers or any of their respective affiliates as to the accuracy or completeness of the
information contained or incorporated in this Prospectus or any other information provided by the Issuer
in connection with the offering of the Capital Securities. No Manager or any of their respective affiliates
accepts any liability in relation to the information contained or incorporated by reference in this
Prospectus or any other information provided by the Issuer in connection with the offering of the Capital
Securities or their distribution.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Capital Securities shall in
any circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the Capital
Securities is correct as of any time subsequent to the date indicated in the document containing the same.
References to "euro", "EUR" and "" refer to the lawful currency introduced at the start of the third stage
of European economic and monetary union pursuant to the Treaty establishing the European Community
as amended by the Treaty on European Union.
Words and expressions defined in Condition 19 (Definitions) of the Terms and Conditions of the Capital
Securities shall have the same meanings ascribed to them in Condition 19 (Definitions) when used in
other parts of this Prospectus.
In connection with the issue of the Capital Securities, Morgan Stanley & Co. International plc (the
"Stabilising Manager") (or any person acting on behalf of any Stabilising Manager) may over-allot
Capital Securities or effect transactions with a view to supporting the market price of the Capital
Securities at a level higher than that which might otherwise prevail. However, there is no assurance that
the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake
stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Capital Securities is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the Capital Securities and
60 days after the date of the allotment of the Capital Securities. Any stabilisation action or over-allotment
must be conducted by the Stabilising Manager (or any person acting on behalf of the Stabilising Manager)
in accordance with all applicable laws and rules.

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Restrictions on marketing and sales to retail investors
The Capital Securities discussed in this Prospectus are complex financial instruments and are not a
suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as
the Capital Securities to retail investors.
In particular, in August 2014, the U.K. Financial Conduct Authority (the "FCA") published the
Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (the "TMR"),
which took effect on 1 October 2014, and, in June 2015, published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015, which will replace the TMR from
1 October 2015 (together, the "PI").
Under the rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules") and in
the PI (as amended or replaced from time to time, the "PI Rules" and, together with the TMR Rules, the
"MR Rules"), (i) certain contingent write-down or convertible securities (including any beneficial
interests therein), such as the Capital Securities, must not be sold to retail clients in the EEA and (ii)(a)
until 1 October 2015, nothing may be done that would or might result in the buying of such securities (or
the holding of a beneficial interest in such securities) by a retail client in the EEA (in each case within the
meaning of the TMR Rules), or (b) from 1 October 2015, there must not be a communication or approval
of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial
interest in such securities) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in each case, within the meaning of the PI
Rules), other than in accordance with the limited exemptions set out in the applicable MR Rules.
The Managers are required to comply with the applicable MR Rules. By purchasing, or making or
accepting an offer to purchase, any Capital Securities (or a beneficial interest in such securities) from the
Issuer and/or the Managers, each prospective investor represents, warrants, agrees with and undertakes to
the Issuer and each of the Managers that:
(i)
it is not a retail client in the EEA (as defined in the applicable MR Rules);
(ii)
whether or not it is subject to the TMR Rules, it will not (A) sell or offer the Capital
Securities (or any beneficial interest in such securities) to retail clients in the EEA or (B)
either (x) up until 1 October 2015, do anything (including the distribution of this
Prospectus) that would or might result in the buying of the Capital Securities or the holding
of a beneficial interest in the Capital Securities by a retail client in the EEA (in each case
within the meaning of the TMR Rules) or (y) from 1 October 2015, communicate (including
the distribution of this Prospectus or approve an invitation or inducement to participate in,
acquire or underwrite the Capital Securities (or any beneficial interests therein) where that
invitation or inducement is addressed to or disseminated in such a way that it is likely to be
received by a retail client in the EEA (in each case within the meaning of the PI Rules),
other than (i) in relation to any sale or offer to sell Capital Securities (or any beneficial
interests therein) to a retail client in or resident in the United Kingdom, in circumstances
that do not and will not give rise to a contravention of the applicable MR Rules by any
person and/or (ii) in relation to any sale or offer to sell Capital Securities (or any beneficial
interest in such securities) to a retail client in any EEA member state other than the United
Kingdom, where (a) it has conducted an assessment and concluded that the relevant retail
client understands the risks of an investment in the Capital Securities and is able to bear the
potential losses involved in an investment in the Capital Securities (or any beneficial interest
in such securities) and (b) it has at all times acted in relation to such sale or offer in
compliance with the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID") to
the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which
would be in compliance with MiFID if it were to apply to it; and
(iii)
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Capital Securities (or any beneficial interest in such securities), including any
such laws, regulations and regulatory guidance relating to determining the appropriateness
and/or suitability of an investment in the Capital Securities (or any beneficial interest in
such securities) by investors in any relevant jurisdiction.
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Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Capital Securities (or any beneficial interest in such securities) from
the Issuer and/or the Managers, the foregoing representations, warranties, agreements and undertakings
will be given by and be binding upon both the agent and its underlying client.
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CONTENTS

Page
Risk Factors .................................................................................................................................................. 1
Overview .................................................................................................................................................... 24
Documents Incorporated By Reference ...................................................................................................... 35
Terms and Conditions of the Capital Securities ......................................................................................... 37
Form of the Capital Securities .................................................................................................................... 65
Use of Proceeds .......................................................................................................................................... 67
Additional Financial Information ............................................................................................................... 68
Taxation ...................................................................................................................................................... 71
Subscription and Sale ................................................................................................................................. 75
General Information ................................................................................................................................... 77

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Capital Securities. All of these factors are contingencies which may or may not occur and the Issuer is
not in a position to express a view on the likelihood of any such contingency occurring.
In addition, factors which the Issuer believes may be material for the purpose of assessing the market
risks associated with the Capital Securities are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in
Capital Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with the Capital Securities may occur for other reasons and the Issuer does not represent that
the statements below regarding the risks of holding the Capital Securities are exhaustive. Additional risks
not currently known to the Issuer or that the Issuer now views as immaterial may also have a material
adverse effect on the Issuer's future business, operating results, financial condition and affect an
investment in Capital Securities. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus and reach their own views prior to making any investment decision.
Before making an investment decision with respect to the Capital Securities, prospective investors should
form their own opinions, consult their own stockbroker, bank manager, lawyer, accountant or other
financial, legal and tax advisers and carefully review the risks entailed by an investment in the Capital
Securities and consider such an investment decision in the light of the prospective investor's personal
circumstances.
Words and expressions defined in the sections headed "Terms and Conditions of the Capital Securities"
below shall have the same meaning in this section. References to "the Issuer" in this section are used as a
reference to ABN AMRO Bank N.V. and its consolidated subsidiaries and the other group companies
(including ABN AMRO Group N.V.).
Risks relating to the Issuer's business and industry
Each potential investor in the Capital Securities should refer to the Risk Factors section of the
Registration Document for a description of those factors which may affect the Issuer's ability to fulfil its
obligations under Capital Securities. See section "Documents Incorporated by Reference" below.
Risks related to the Capital Securities
The Capital Securities are complex instruments that may not be suitable for all investors
The Capital Securities may not be suitable for all investors. Each potential investor in the Capital
Securities must determine the suitability of that investment in light of its own circumstances. In particular,
each potential investor, either on its own or with the help of its financial and other professional advisers,
should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Issuer and
the Capital Securities, the merits and risks of investing in the Capital Securities and the
information contained or incorporated by reference in this Prospectus;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of
its particular financial situation, an investment in the Capital Securities and the impact such
investment will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment in
the Capital Securities, including where the currency for payments in respect of the Capital
Securities is different from the potential investor's currency and including the possibility that
the entire principal amount of the Capital Securities could be lost;
(iv)
understand thoroughly the terms of the Capital Securities, including the provisions relating
to the payment and cancellation of interest and any write-down of the Capital Securities, and
be familiar with the behaviour of any relevant indices and the financial markets in which
they participate; and
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(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios
for economic, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.
The Capital Securities are novel and complex financial instruments making it difficult to compare them
with other similar financial instruments due to a lack of fully harmonised structures, trigger points and
loss absorption. A potential investor should not invest in the Capital Securities unless it has the expertise
(either alone or with a financial adviser) to evaluate how the Capital Securities will perform under
changing conditions, the likelihood of a Principal Write-down, reaching the point of non-viability or
cancellation of coupons (as discussed below in the risk factors "A Holder may lose all of its investment in
the Capital Securities, including the principal amount plus any accrued but unpaid interest, in the event
that Statutory Loss Absorption occurs", "The principal amount of the Capital Securities may be reduced
(Written Down) to absorb losses" and "The Issuer may decide not to pay interest on the Capital Securities
or be required not to pay such interest"), the resulting effects on the value of the Capital Securities, and
the impact of this investment on the potential investor's overall investment portfolio. These risks may be
difficult to evaluate given their discretionary or unknown nature.
The Capital Securities constitute deeply subordinated obligations
The Capital Securities constitute unsecured and deeply subordinated obligations of the Issuer and will
rank, subject to any rights or claims which are mandatorily preferred by law, (i) pari passu without any
preference among themselves and with all other present and future Parity Obligations of the Issuer
(including with respect to any other series of Additional Tier 1 instruments) and (ii) junior to the rights
and claims of creditors in respect of all present and future Senior Obligations. As a result, in the event of
liquidation or bankruptcy of the Issuer or in the event of a Moratorium (as defined in Condition 2 (Status
of the Capital Securities)) with respect to the Issuer, any claims of the Holders against the Issuer will be
subordinated to (a) the claims of depositors (other than in respect of those whose deposits are expressed
by their terms to rank equally to or lower than the Capital Securities), (b) all unsubordinated rights and
claims with respect to the repayment of borrowed money, (c) any other unsubordinated rights and claims
and (d) all subordinated rights and claims (including with respect to any Tier 2 instruments) other than (i)
Parity Obligations and (ii) Junior Obligations.
Before the occurrence of any event referred to above, holders of the Capital Securities may already have
lost the whole or part of their investment in the Capital Securities as a result of a write-down of the
principal amount of the Capital Securities following a Trigger Event and/or Statutory Loss Absorption
(see the risk factors "The principal amount of the Capital Securities may be reduced (Written Down) to
absorb losses" and "A Holder may lose all of its investment in the Capital Securities, including the
principal amount plus any accrued but unpaid interest, in the event that Statutory Loss Absorption
occurs" below). In the event of liquidation or bankruptcy of the Issuer or in the event of a Moratorium
with respect to the Issuer, payment of any remaining principal amount not so written down to a Holder
will, by virtue of such subordination, only be made after, and any set-off by a Holder shall be excluded
until, all obligations of the Issuer resulting from higher-ranking deposits, unsubordinated claims with
respect to the repayment of borrowed money, other unsubordinated rights and claims and higher ranking
subordinated claims have been satisfied in full. If any such event occurs, the Issuer may not have enough
assets remaining after these payments to pay amounts due and payable under the Capital Securities. A
Holder may therefore recover less than the holders of deposit liabilities or the holders of unsubordinated
or other subordinated liabilities of the Issuer.
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 deeply subordinated securities such as the Capital
Securities will lose all or some of its investment should the Issuer become insolvent.
The Issuer is not prohibited from issuing further debt, which may rank pari passu with or senior to the
Capital Securities
The Terms and Conditions of the Capital Securities do not limit the amount of liabilities ranking senior or
pari passu in priority of payment to the Capital Securities which may be incurred or assumed by the
Issuer from time to time, whether before or after the issue date of the Capital Securities nor do they
restrict the Issuer in issuing Additional Tier 1 instruments with other write-down mechanisms or trigger
levels or that convert into shares upon a trigger event. The Issuer may be able to incur significant
additional secured or unsecured unsubordinated indebtedness and/or prior-ranking subordinated
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indebtedness. If the Issuer becomes insolvent or is liquidated, or if payment under any secured or
unsecured unsubordinated and/or prior-ranking subordinated debt obligations is accelerated, the Issuer's
secured or unsecured unsubordinated or, as the case may be, prior-ranking subordinated lenders would be
entitled to exercise the remedies available to a secured or unsecured unsubordinated and/or prior-ranking
subordinated lender before the Holders.
Unsubordinated liabilities of the Issuer may also arise from events that are not reflected on the balance
sheet of the Issuer, including, without limitation, insurance or reinsurance contracts, derivative contracts,
the issuance of guarantees or the incurrence of other contingent liabilities on an unsubordinated basis.
Claims made under such guarantees or such other contingent liabilities will become unsubordinated
liabilities of the Issuer that in a winding-up or insolvency proceeding of the Issuer will need to be paid in
full before the obligations under the Capital Securities may be satisfied.
As a result, the Capital Securities are subordinated to any secured or unsecured unsubordinated
indebtedness and/or prior-ranking subordinated indebtedness that the Issuer may incur in the future. If any
event referred to in the risk factor "The Capital Securities constitute deeply subordinated obligations"
above were to occur, the Issuer may not have enough assets remaining after these payments to pay
amounts due and payable under the Capital Securities and the Holders may therefore recover ratably less
(if anything) than the lenders of the Issuer's secured or unsecured unsubordinated debt and/or prior-
ranking subordinated debt in the event of the Issuer's bankruptcy or liquidation. Even if the claims of
senior ranking creditors would be satisfied in full, Holders may still not be able to recover the full amount
due because the proceeds of the remaining assets must be shared pro rata among all other creditors
holding claims ranking pari passu with the claims of the Holders in respect of the Capital Securities.
Also, the incurrence of additional capital instruments with interest cancellation provisions similar to the
Capital Securities may increase the likelihood of (partial) interest payment cancellations under the Capital
Securities if the Issuer is not able to generate sufficient Distributable Items or to maintain adequate capital
buffers to make interest payments falling due on all outstanding capital instruments of the Issuer in full.
See the risk factor "In certain circumstances, the Issuer may decide not to pay interest on the Capital
Securities or be required not to pay such interest" below.
If the Issuer's financial condition were to deteriorate, investors could suffer direct and materially adverse
consequences, including suspension of interest and reduction of interest and principal and, if the Issuer
were liquidated (whether voluntarily or involuntarily), investors could suffer loss of their entire
investment.
In certain circumstances, the Issuer may decide not to pay interest on the Capital Securities or be
required not to pay such interest
The Issuer may at any time elect, in its sole and absolute discretion, to cancel the payment of any interest
in whole or in part at any time that it deems necessary or desirable and for any reason and without any
restriction on the Issuer thereafter. The Issuer will be required to cancel the payment of all or some of the
interest payments otherwise falling due on the Capital Securities in circumstances where the relevant
interest payment would either cause the Distributable Items or, if certain capital buffers are not
maintained and when aggregated together with other distributions of the kind referred to in article 3:62b
Wft implementing article 141(2) of Directive 2013/36/EU of the European Parliament and of the Council
of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit
institutions and investment firms (the "CRD IV Directive")), the relevant Maximum Distributable
Amount to be exceeded, as described in Condition 3.2(b) (Mandatory cancellation of interest).
Distributable Items relate to the Issuer's profits and distributable reserves determined on the basis of ABN
AMRO Bank N.V.'s non-consolidated accounts as further described in Condition 3.2(b) (Mandatory
cancellation of interest). The amount of Distributable Items available to pay interest on the Capital
Securities may be affected, inter alia, by other discretionary interest payments on other (existing or
future) capital instruments, including Common Equity Tier 1 ("CET1") distributions. As at 30 June 2015,
the Issuer's Distributable Items were approximately 14.5 billion.
The Maximum Distributable Amount is a novel concept which will apply in circumstances where the
Issuer does not meet certain combined capital buffer requirements (see also below and in the risk factor
"CRD IV includes capital requirements that are in addition to the minimum regulatory Common Equity
Tier 1 capital requirement. These additional capital requirements will restrict the Issuer from making
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interest payments on the Capital Securities in certain circumstances, in which case the Issuer will
automatically cancel such interest payments").
Under article 141(2) (Restrictions on distributions) CRD IV Directive, member states of the European
Union must require that institutions that fail to meet the combined buffer requirement (broadly, the
combination of the capital conservation buffer, the institution-specific countercyclical capital buffer and
the higher of (depending on the institution), the systemic risk buffer, the global systemically important
institutions buffer and the other systemically important institutions buffer, in each case as applicable to
the institution) will be subject to restricted discretionary payments (which are defined broadly by CRD IV
as distributions in connection with CET1 capital, payments on Additional Tier 1 Capital instruments
(including interest amounts on the Capital Securities) and payments of discretionary staff remuneration).
The combined buffer requirement and the associated restrictions under article 141(2) CRD IV Directive
are scheduled to transition in from 1 January 2016 at a rate of 25% of such requirement per annum. In the
event of a breach of the combined buffer requirement, the restrictions under article 141(2) CRD IV
Directive will be scaled according to the extent of the breach of the combined buffer requirement and
calculated as a percentage of the institution's profits. Such calculation will result in a maximum
distributable amount or MDA in each relevant period.
MDA restrictions would need to be calculated for each separate level of supervision. It follows that for
ABN AMRO, MDA restrictions should be calculated at Group consolidated, Issuer sub-consolidated and
Issuer solo-consolidated level. For each such level of supervision, the level of restriction under article
141(2) CRD IV Directive will be scaled according to the extent of the breach of the combined buffer
requirement applicable at such level and calculated as a percentage of the respective profits calculated at
such level. The MDA would thus be assessed separately for each level of supervision based on this
calculation and distributions would be restricted by the lowest amount.
Such calculation will result in a maximum distributable amount in each relevant period. As an example,
the scaling is such that in the bottom quartile of the combined buffer requirement, no discretionary
distributions will be permitted to be paid. As consequence, in the event of breach of the combined buffer
requirement it may be necessary to reduce payments that would, but for the breach of the combined buffer
requirement, be discretionary, including potentially exercising the Issuer's discretion to cancel (in whole
or in part) interest payments in respect of the Securities. In such circumstances, the aggregate amount of
distributions which the Issuer can make on account of dividends, interest payments, write-up amounts and
redemption amounts on its Tier 1 instruments (including the Capital Securities) and certain bonuses will
be limited.
The implementation of article 141 CRD IV Directive in The Netherlands, including its inter-relationship
with the minimum and additional capital requirements, buffers and macro-prudential tools referred to
below (including the calculation of the Maximum Distributable Amount), remains uncertain in many
respects and such uncertainty can be expected to subsist while the relevant authorities in the EU and The
Netherlands continue to develop their approach to the application of the relevant rules. However, the
amount of CET1 capital required to meet the combined buffer requirements will be relevant to assess the
risk of interest payments being cancelled. See also below in the risk factor "CRD IV includes capital
requirements that are in addition to the minimum regulatory Common Equity Tier 1 capital requirement.
These additional capital requirements will restrict the Issuer from making interest payments on the
Capital Securities in certain circumstances, in which case the Issuer will automatically cancel such
interest payments".
The Issuer's capital requirements are, by their nature, calculated by reference to a number of factors any
one of which or combination of which may not be easily observable or capable of calculation by
investors. See also below in the risk factor "The Issuer CET1 Ratio and the Group CET1 Ratio will be
affected by a number of factors, any of which may be outside the Issuer's control, as well as by its
business decisions and, in making such decisions, the Issuer's interests may not be aligned with those of
the investors".
Holders of the Capital Securities may not be able to predict accurately the proximity of the risk of
discretionary payments (of interest and principal) on the Capital Securities being prohibited from time to
time as a result of the operation of article 141 CRD IV Directive. In any event, the Issuer will have
discretion as to how the Maximum Distributable Amount will be applied if insufficient to meet all
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