Vesteda Residential Funding II B.V.

ISSUER NOTICE VESTEDA RESIDENTIAL FUNDING II B.V.

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF NOTEHOLDERS. IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER.

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

EUR 400,000,000 Class A3 Secured Floating Rate Notes 2005 due 2017 ISIN XS0224130822
EUR 300,000,000 Class A4 Secured Floating Rate Notes 2005 due 2017 ISIN XS0224131473
EUR 350,000,000 Class A5 Secured Floating Rate Notes 2007 due 2017 ISIN XS0295844947
EUR 150,000,000 Class A6 Secured Floating Rate Notes 2008 due 2017 ISIN XS0376179031
EUR 350,000,000 Class A7 Secured Floating Rate Notes 2010 due 2017 ISIN XS0501094964

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

Capitalised terms used herein have the meanings defined or construed in the master definitions agreement dated 18 July 2005 as amended from time to time.

 

Noteholders are hereby informed that, after having obtained confirmation from Fitch, Moody's and S&P that the rating of the Notes will not be adversely affected as a consequence thereof in accordance with Condition 14(b), the Security Trustee has consented to certain amendments to the Relevant Documents in connection with, amongst others, (i) a conversion of Vesteda Woningen CV into a mutual fund for the joint account of the participants (fonds voor gemene rekening) and (ii) a conversion of each of the Borrowers from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) into a foundation (stichting) (the Conversion), effectuated on 2 February 2012.

Copies of the amended and restated Relevant Documents are available for inspection at the specified offices of the Security Trustee set out below.

Further information on the Conversion can be obtained by Noteholders on www.vesteda.com.

  Amsterdam, 17 February 2012
 
ATC Management B.V.
Managing Director
Fred Roeskestraat 123
1076 EE Amsterdam
The Netherlands

                                              

ISSUER NOTICE ON CONVERSION