CHAPEL 2007 B.V.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

 

This notice is made pursuant to the Act on Financial Supervision (Wet op het financieel toezicht), pursuant to which inside information should be made forthwith available.

 

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

 

Capitalised terms used herein have the meanings defined or construed in the Master Definitions Agreement.

 

CHAPEL 2007 B.V.
(the "Issuer")

Notice is hereby given with respect to notes of each of the following class(es):

 

€ 321,000,000 Senior Class A1 Asset-Backed Notes 2007 due 2066, issue price 100 per cent. ISIN: XS0287346976

 

€ 300,000,000 Senior Class A2 Asset-Backed Notes 2007 due 2066, issue price 100 per cent. ISIN: XS0291271319

 

€ 13,800,000 Senior Class B Asset-Backed Notes 2007 due 2066, issue price 100 per cent. ISIN XS0287349566

 

€ 23,500,000 Mezzanine Class C Asset-Backed Notes 2007 due 2066, issue price 100 per cent. ISIN XS0287351463

 

€ 17,900,000 Mezzanine Class D Asset-Backed Notes 2007 due 2066, issue price 100 per cent. ISIN XS0287352198

 

€ 13,800,000 Junior Class E Asset-Backed Notes 2007 due 2066, issue price 100 per cent. ISIN XS0287352511

 

€ 13,800,000 Subordinated Class F Notes 2007 due 2066, issue price 100 per cent. ISIN XS0290510626

 

€ 6,900,000 Subordinated Class G Notes 2007 due 2066, issue price 100 per cent. ISIN XS0290516409

 

(the "Notes" and each class of Notes, a "Class of Notes" and together the "Classes of Notes" and the holders thereof the "Noteholders")

 

 

Amsterdam, 6 February 2012

 

NOTICE

 

Stichting Security Trustee Chapel 2007 (the "Security Trustee") convened on 24 January 2012 meetings of each Class of Notes.

 

The Security Trustee hereby informs the Noteholders that in respect of the Senior Class B Notes, the Mezzanine Class C Notes and the Subordinated Class F Notes, the quorum required for the adoption of Extraordinary Resolutions was not represented.

 

The Security Trusee hereby convenes a second meetings of the Senior Class B Noteholders, the Mezzanine Class C Noteholders and the Subordinated Class F Noteholders (the "Noteholders Meetings"), to be held on 23 February 2012 at 11:30 am CET at the offices of Loyens & Loeff, Fred. Roeskestraat 100, 1076 ED Amsterdam, the Netherlands

 

The agenda of each of the Noteholders Meetings is as follows:

 

a.          Opening

b.          Introduction of submitted extraordinary resolutions and possibility to discuss (summarised, for the full and prevailing text of the extraordinary resolutions, please refer to the Security Trustee Report):

1.          Instruction to the Security Trustee to, in certain circumstances, abstain from challenging the bankruptcy trustees of DSB allowing borrowers to set-off compensation amounts due by DSB to such borrower in relation to a breach by DSB of its duty of care against the amount outstanding under such borrower's loans; and

2.          Instruction to the Security Trustee to record losses incurred by the Issuer as a result of set-off of compensation amounts due by DSB to such borrower in relation to a breach by DSB of its duty of care against the amount outstanding under such borrower's loans to the debit of the principal deficiency ledger.

c.          Voting on each of the submitted extraordinary resolutions

d.          Any other business

e.          End of the Noteholders Meeting

 

The Royal Bank of Scotland N.V. will act as agent in respect of this announcement (the "Agent"):

 

Noteholders also have the opportunity to authorise the Agent to cast their votes, as set out in more detail below.

 

Instructions to obtain the Security Trustee Report

 

Noteholders wishing to obtain the Security Trustee Report are requested to submit such request in writing to the Agent (email: corporate.actions@rbs.com).

 

Instructions in relation to following the Noteholders Meetings per conference call

 

Noteholders, their representatives or their proxyholder(s) wishing to follow the Noteholders Meetings per conference call are requested to submit or procure to submit a blocking instruction to the Agent through Euroclear or Clearstream, Luxembourg by no later than 17.00 hours CET on 21 February 2012, all in accordance with any procedures of Euroclear or Clearstream, Luxembourg. The blocking instruction should contain details of the relevant nominal amount of each class of Notes held and all relevant details of the beneficial owner holding such nominal amount of each class of Notes (including full contact details and particularly the e-mail address to which the code needs to be sent in order to be able to log into the conference call). After submission of the blocking instruction as described above, Noteholders, their representatives or their proxyholder(s) will be sent the log-in code required to be able to log into the conference call.

 

Instructions in relation to in person attending, and voting at, the Noteholders Meetings

 

Noteholders, their representatives or their proxyholder(s) wishing to attend the Noteholders Meetings in person and to vote at such Noteholders Meetings are requested to submit or procure to submit (i) a blocking instruction to the Agent; and (ii) a voting certificate which may be obtained from the Agent; both through and in accordance with any procedures of Euroclear or Clearstream, Luxembourg by no later than 17.00 hours CET on 21 February 2012. Such blocking instruction should contain details of the relevant nominal amount and the ISIN code of each Class of Notes held and all relevant details of the Noteholder (including full contact details). Noteholder representatives or proxyholders wishing to attend the relevant Noteholders Meeting in person must produce at such Noteholders Meeting a valid voting certificate issued by the Agent relating to each such Class of Note(s) in respect of which he or she wishes to vote.

 

Instructions in relation to authorising the Agent to attend and to vote at, the Noteholders Meetings

 

Noteholders, wishing to vote but not to attend a Noteholders Meeting in person are requested to submit or procure to submit a blocking instruction to the Agent which is to include a voting instruction, all through and in accordance with any procedures of Euroclear or Clearstream, Luxembourg by no later than 17.00 hours CET on 21 February 2012. Such combined blocking instruction and voting instruction should contain details of the relevant nominal amount and the ISIN code of each Class of Notes held, all relevant details of the Noteholder (including full contact details) and the appointment of RBS as proxyholder to attend and vote at each Noteholder Meeting in accordance with the voting instruction received from such Noteholder.

 

For assistance with procuring attendance at the meeting, obtaining voting certificates and/or submitting voting instructions, please contact the Agent:

 

The Royal Bank of Scotland N.V.

Tel. +31 20 464 3707

Fax: + 31 20 464 1707

Email: corporate.actions@rbs.com

 

As of 24 February 2012 the relevant nominal amount of each Class of Notes, for which a blocking

instruction has been submitted, will be unblocked.

 

This notice constitutes the formal announcement of the Noteholders Meetings. Neither Euroclear Bank S.A./N.V., Clearstream Banking société anonyme, the Issuer, the Security Trustee or Royal Bank of Scotland N.V. accept any liability whatsoever for any act or omission to act in relation to the foregoing.

 

Amsterdamsch Trustee's Kantoor B.V.

Director Stichting Security Trustee Chapel 2007

Fred. Roeskestraat 123

1076 EE Amsterdam

Tel: +31 20 5771177

Email: dsb.securitytrustee@atcgroup.com

                       

 

 

Notice regarding the meeting convened on 24 January 2012