Obligation ABN AMRO 4.8% ( XS1392917784 ) en USD

ABN AMRO

99.55 % ▼

Pays-bas

XS1392917784 ( en USD )

4.8% par an ( paiement semestriel )

17/04/2026

Prospectus brochure de l'obligation ABN AMRO XS1392917784 en USD 4.8%, échéance 17/04/2026

18/04/2025 ( Dans 169 jours )

L'Obligation émise par ABN AMRO ( Pays-bas ) , en USD, avec le code ISIN XS1392917784, paye un coupon de 4.8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/04/2026

EXECUTION COPY
FINAL TERMS
Date: 15 April 2016
ABN AMRO Bank N.V.
(incorporated in The Netherlands with its statutory seat in Amsterdam and registered in the
Commercial Register of the Chamber of Commerce under number 34334259)
Issue of US$ 1,000,000,000 4.800% Fixed Rate Dated Subordinated Notes due April
2026 (the "Notes")
under the Program for the issuance of Medium Term Notes
The Base Prospectus referred to below (as completed by these Final Terms) has been
prepared on the basis that any offer of Notes in any Member State of the European Economic
Area which has implemented the Prospectus Directive (2003/71/EC), as amended (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 the Subordinated Notes. Accordingly any person making or intending
to make an offer in that Relevant Member State of the Notes may only do so 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. Neither the Issuer nor any Dealer
has authorized, nor do they authorize, the making of any offer of Subordinated Notes in any
other circumstances.
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions
(the "Conditions") set forth in the base prospectus dated 23 April 2015 as supplemented by a
supplement dated 28 May 2015, a supplement dated 23 June 2015, a supplement dated 1
September 2015, a supplement dated 17 September 2015, a supplement dated 23 November
2015 and a supplement dated 31 March 2016 which together constitute a base prospectus for
the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes
the Final Terms of the Subordinated Notes described herein for the purposes of Article 5.4 of
the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full
information on the Issuer and the offer of the Subordinated Notes is only available on the
basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus
has
been
published
on
http://www.abnamro.com/en/investor-relations/debt-
investors/index.html. Any information contained in or accessible through any website,
including http://www.abnamro.com/ir, does not form a part of the Base Prospectus, unless
specifically stated in the Base Prospectus, in any supplement hereto or in any document
incorporated or deemed to be incorporated by reference in this Base Prospectus that all or any
portion of such information is incorporated by reference in the Base Prospectus.
1. Issuer:
ABN AMRO Bank N.V.
2.
(i) Series Number:
14

(ii) Tranche Number:
1
173187-4-589-v4.0

55-40585885

EXECUTION COPY

(iii) Date on which the Notes become Not Applicable
fungible:
3.
Specified Currency or Currencies:
US$
4.
Aggregate Principal Amount:

(i) Series:
US$ 1,000,000,000
Of which:
US$845,400,000 144A
US$154,600,000 Regulation S

(ii) Tranche:
US$ 1,000,000,000
Of which:
US$845,400,000 144A
US$154,600,000 Regulation S
5.
Issue Price of Tranche:
99.827% of the Aggregate Principal Amount
6.
(a) Specified Denominations:
US$200,000 and integral multiples of US$200,000
in excess thereof

(b) Calculation Amount:
US$200,000
7.
(i) Issue Date:
18 April 2016

(ii) Interest Commencement Date:
Issue Date
8.
Maturity Date:
18 April 2026
9.
Interest Basis:
4.800% Fixed Rate
(further particulars specified in paragraph 15 below)
10. Redemption/Payment Basis:
Redemption at par
11. Change of Interest Basis:
Not Applicable
12. Call Options:
Regulatory Call
(further particulars specified below)
13. Status of the Notes:
Subordinated Tier 2 Notes
14. Method of distribution:
Syndicated

173187-4-589-v4.0
- 2 -
55-40585885

EXECUTION COPY

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions
Applicable

(i)
Rate(s) of Interest:
4.800% per annum payable semi-annually in arrear
on each Interest Payment Date

(ii) Fixed Interest Period:
From (and including) an Interest Payment Date (or
the Interest Commencement Date) to (but
excluding) the next (or first) Interest Payment Date

(iii) Interest Payment Date(s):
18 April and 18 October in each year, up to and
including the Maturity Date, in each case subject to
adjustment in accordance with the Following
Business Day Convention, Unadjusted

(iv) First Interest Payment Date:
18 October 2016

(v) Fixed Coupon Amount:
US$ 4,800 per Note of Calculation Amount

(vi) Initial/Final Broken
Not Applicable
Amount(s):

(vii) Day Count Fraction:
30/360

(viii) Determination Date(s):
Not Applicable

(ix) Additional Business Center(s):
New York
16. Floating Rate Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
17. Issuer Call:
Not Applicable
18. Final Redemption Amount of each
US$200,000 per Calculation Amount
Note:

(i)
Payment date (if other than as
Not Applicable
set out in the Conditions):
19. Early Redemption Amount(s) of
Condition 6(e) applies
each Note payable on redemption for
taxation reasons or upon an event of
default or other early redemption (if
required or different from that set out
in Condition 6(e)):
20. Regulatory Call of Subordinated
Applicable
Notes:
173187-4-589-v4.0
- 3 -
55-40585885

EXECUTION COPY

(i)
Optional Redemption
US$200,000 per Calculation Amount
Amount(s) of each Note:

(i)
Notice period (if other than as
Not Applicable
set out in the Conditions):

21. Variation or Substitution of
Applicable
Subordinated Notes:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22. Form of Notes:
Registered
Regulation S Global Certificate registered in the
name of, or the name of a nominee of, a common
depository for Euroclear and Clearstream,
Luxembourg
Rule 144A Global Certificate registered in the name
of, or the name of a nominee of, DTC
23. New Safekeeping Structure:
No
24. Additional Financial Center(s):
Not Applicable
25. For the purposes of Condition 12,
No
notices to be published in the
Financial Times:
26. Whether Condition 7(a) of the Notes Condition 7(b) and Condition 6(b) apply
applies (in which case Condition
6(b) of the Notes will not apply) or
whether Condition 7(b) and
Condition 6(b) of the Notes apply:
27. Condition 15 of the Notes applies:
Yes
DISTRIBUTION
28.
(i)
If syndicated, names of Agents:
Joint Bookrunners

Goldman, Sachs & Co.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
UBS Securities LLC
Senior Co-Lead Manager
ABN AMRO Bank N.V.
173187-4-589-v4.0
- 4 -
55-40585885

EXECUTION COPY

(ii) Date of Pricing Term Sheet:
11 April 2016

(iii) Stabilizing Manager(s) (if any):
Not Applicable
29.
If non-syndicated, name of relevant
Not Applicable
Agent:
30.
Eligibility:
Rule 144A and Reg S
31.
U.S. Selling Restrictions:
144A/Reg S

173187-4-589-v4.0
- 5 -
55-40585885

EXECUTION COPY

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of ABN AMRO Bank N.V.:

By:
___________________________
By:
___________________________

Duly authorized

Duly authorized

173187-4-589-v4.0
- 6 -
55-40585885

EXECUTION COPY

PART B OTHER INFORMATION
32.
LISTING AND ADMISSION TO
TRADING

(i) Admission to Trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Amsterdam with effect from 18 April
2016.

(ii) Estimate of total expenses EUR 7,000
related to admission to trading:
33.
RATINGS

Ratings:
The Notes to be issued are expected to be rated:

S & P: BBB-

Moody's: Baa3

Fitch: A-

Moody's Investors Service, Limited, Standard &
Poor's Credit Market Services France SAS, a
division of The McGraw-Hill Companies, Inc. and
Fitch Ratings Ltd. are established in the EEA and
registered under Regulation (EC) No 1060/2009
(the "CRA Regulation").

(A rating does not constitute a recommendation to
purchase, sell or hold a particular Note.)
34.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

ABN AMRO Bank N.V., in its capacity as Senior Co-Lead Manager, is purchasing Notes
as principal and will be compensated by ABN AMRO Bank N.V., in its capacity as issuer.
Such compensation is consistent with the compensation provided in the market for similar
services. Save for any other fees payable to the Agents, so far as the Issuer is aware, no
person involved in the issue of the Notes has an interest material to the offer.

The Agents and their respective affiliates are full service financial institutions and they
may provide or may have in the past provided services to the Issuer in that capacity, and
they may hold or make investment recommendations relating to securities or instruments
of the Issuer. See "Plan of Distribution".
35.
YIELD (Fixed Rate Notes only)

Indication of yield:
4.822%

The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
173187-4-589-v4.0
- 7 -
55-40585885

EXECUTION COPY

yield.
36.
OPERATIONAL INFORMATION

(i)
CUSIP:
Rule 144A: 00084DAL4

(ii)
ISIN Code:
Rule 144A: US00084DAL47
Regulation S: XS1392917784

(iii) Common Code:
Rule 144A: 139891554
Regulation S: 139291778

(iv) Any clearing system(s) other
Not Applicable
than DTC or Euroclear Bank
S.A./N.V. and Clearstream
Banking, société anonyme
and the relevant identification
number(s):

(v)
Delivery:
Delivery against payment

(vi) Names and addresses of
Not Applicable
additional Paying Agent(s) (if
any):

(vii) Intended to be held in a
No
manner which would allow
Eurosystem eligibility:
Whilst the designation is specified as "no", should the
Eurosystem eligibility criteria be amended in the future
such that the Notes are capable of meeting them, the
Notes may then be deposited with one of the ICSDs
acting as common safekeeper (and registered in the
name of a nominee of one of the ICSDs acting as
common safekeeper). Note that this does not mean that
the Notes will then be recognized as eligible collateral
for Eurosystem monetary policy and intra-day credit
operations by the Eurosystem at any time during their
life. Such recognition will depend upon the ECB being
satisfied that Eurosystem eligbility criteria have been
met.

173187-4-589-v4.0
- 8 -
55-40585885