To Covered bondholders of ABNAMRO Covered Bond Company B.V.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. 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.

 

The date of this notice is 8 February 2010

 

ABN AMRO Bank N.V.

(previously named ABN AMRO II N.V.)

Each a public company (naamloze vennootschap) incorporated under the laws of the Netherlands having its corporate seat in Amsterdam, the Netherlands, and its registered office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands

 

and

 

ABN AMRO Covered Bond Company B.V. (the "CBC")

A private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands having its corporate seat in Amsterdam, the Netherlands, and its registered office at Fred. Roeskestraat 123, 1076 EE Amsterdam, the Netherlands

 

Capitalised terms used in this notice shall bear the same meaning given to them in the Base Prospectus dated on or about the date hereof relating to the EUR 25,000,000,000 Covered Bond Programme (the "Programme") set up by The Royal Bank of Scotland N.V. (previously named ABN AMRO Bank N.V.) (“ RBS ”).

 

ABN AMRO Bank N.V. and the CBC hereby give notice to all Covered Bondholders of the occurrence of the following events:

 

(a)     On 6 February 2010, RBS transferred its assets and liabilities comprising the majority of the Dutch State acquired businesses, by way of a legal demerger pursuant to section 2:334a et seq of the Dutch Civil Code and by way of novation to ABN AMRO Bank N.V. (previously named ABN AMRO II N.V.) (“ ABN AMRO ”), a public company with limited liability ( naamloze vennootschap ) under Netherlands law (the "Demerger").

(b)     Part of the Dutch State acquired businesses is the Programme, the Covered Bonds issued under the Programme and the Transaction Documents relating thereto.

As the Total Return Swap is governed by English law RBS has transferred its rights and obligations thereunder to ABN AMRO separately by way of an English law governed novation deed (the "Novation Deed").

(c)     In connection with the Demerger, certain amendments have been made to certain Transaction Documents to reflect the Demerger by way of entering into a master amendment agreement (the "Amendment Agreement") and the Novation Deed.

(d)     The Trustee has given its consent to, among other things, (i) RBS transferring its rights and obligations under the Covered Bonds and Transaction Documents to ABN AMRO as a result of the Demerger, (ii) RBS and the CBC entering into the Amendment Agreement and the Novation Deed and discharging RBS from its obligations under or in connection with certain English law documents named in the Novation Deed, (iii) amendment of certain Transaction Documents, Covered Bonds and Terms and Conditions named in the Amendment Agreement or the Novation Deed, as the case may be, and (iv) creation of security over any Transferred Receivable, the CBC Rights and Account Rights in favour of the Trustee. Furthermore, the Trustee has confirmed that in its opinion the interests of the Covered Bondholders shall not be materially prejudiced by the above.

(e)     The Rating Agencies have been notified of the above and have confirmed in writing that the above does not result in a reduction, withdrawal or downgrading of the rating of the Covered Bonds and does not have an adverse effect on the current rating of the Covered Bonds.

(f)      ABN AMRO replaced RBS under the Covered Bonds and the Transaction Documents to which RBS was a party, with the exception of ABN AMRO Bank N.V., London Branch in its capacity as arranger and dealer, and as such is bound to such Covered Bonds and Transaction Documents.

 

For information on the ratings of ABN AMRO we refer to its website; www.abnamro.com. For more information on the Demerger and the Programme we refer to the website of the Trustee, ABN AMRO and the CBC; www.ant-trust.nl, www.abnamro.com and www.atcgroup.com/en/capital-market/news.

Please read the following press release regarding the EUR 25,000,000,000 Covered Bond Programme.