EMF-NL 2008-1 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
).
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
entered into by the Issuer in connection with the issue of the Notes on 21 April 2008 as amended and
restated.
EMF-NL 2008-1 B.V.
(the
Issuer
)
Notice is hereby given with respect to notes of the following classes: EUR 124,550,000 Class A2 Mortgage-Backed Floating Rate Notes due October 2041 (ISIN: US268689AB24 (144A)/ XS0352315526 (Reg S)) (the
Class A2 Notes
)
EUR 30,740,000 Class A3 Mortgage-Backed Floating Rate Notes due October 2041 (ISIN: US268689AC07 (144A)/ XS0359127387 (Reg S)) (the
Class A3 Notes
)
EUR 56,710,000 Class B Mortgage-Backed Floating Rate Notes due October 2041 (ISIN: XS0352317654 (Reg S)) (the
Class B Notes
)
(collectively, the
Notes
and each class of Notes, a
Class of Notes
and together the
Classes of
Notes
and the holders thereof the
Noteholders
)
Amsterdam, 5 June 2014
and the holders thereof the
Noteholders
)
Amsterdam, 5 June 2014
INVITATION
Stichting Security Trustee EMF-NL 2008-1 (the
Security Trustee
) hereby convenes meetings of
Class A2 Noteholders, Class A3 Noteholders and Class B Noteholders (the
Noteholders
Meetings
), to be held on 30 June 2014, 12.00 (CET) at the offices of Allen & Overy LLP, at the
address indicated below, during which certain extraordinary resolutions in relation to the foregoing and as described in a report prepared by the Security Trustee (the
), to be held on 30 June 2014, 12.00 (CET) at the offices of Allen & Overy LLP, at the
address indicated below, during which certain extraordinary resolutions in relation to the foregoing and as described in a report prepared by the Security Trustee (the
Security Trustee
Report
) may be discussed and will be submitted for adoption.
The agenda of each of the Noteholders Meetings is as follows: 1. Opening; 2. Introduction to extraordinary resolution re frequency of the Put Option Dates; 3. Voting on submitted extraordinary resolutions; 4. Any other business; 5. End of the Noteholders Meeting. Subject to certain block voting instructions and voting certificates being submitted as set out in more detail below, Noteholders, their representatives or their proxyholder(s) may attend the relevant Noteholders Meeting in person and may vote at such Noteholders Meeting in person, at the following address: Apollolaan 15 1077 AB Amsterdam The Netherlands HSBC Bank plc will act as principal paying agent (
) may be discussed and will be submitted for adoption.
The agenda of each of the Noteholders Meetings is as follows: 1. Opening; 2. Introduction to extraordinary resolution re frequency of the Put Option Dates; 3. Voting on submitted extraordinary resolutions; 4. Any other business; 5. End of the Noteholders Meeting. Subject to certain block voting instructions and voting certificates being submitted as set out in more detail below, Noteholders, their representatives or their proxyholder(s) may attend the relevant Noteholders Meeting in person and may vote at such Noteholders Meeting in person, at the following address: Apollolaan 15 1077 AB Amsterdam The Netherlands HSBC Bank plc will act as principal paying agent (
Principal Paying Agent
) in respect of this
announcement. HSBC Bank USA, National Association, will act as registrar (
Registrar
), transfer
agent (
Transfer Agent
) and U.S. paying agent (
U.S. Paying Agent
) in respect of this
announcement. The Principal Paying Agent and the U.S Paying Agent are collectively referred to as the Paying Agents. Noteholders also have the opportunity to authorise the Paying Agents 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 email: nl.euroemf@intertrustgroup.com
Instructions in relation to the Noteholders Meetings
Instructions in relation to attend the meeting in person
A Noteholder, its representatives or its proxyholder(s) wishing to attend the Noteholders Meetings
on 30 June 2014, 12.00 (CET) in person can obtain a voting certificate in respect of such Note
from a Paying Agent by depositing such Note with such Paying Agent or (to the satisfaction of
such Paying Agent) by such Note being held to its order or under its control not less than 48
hours before 30 June 2014, 12.00 (CET). The holder of a voting certificate shall for all purposes
in connection with the Noteholders Meetings be deemed to be the holder of the Notes to which
such voting certificate relates and the Paying Agent with which such Notes have been deposited
or the person holding the same to the order or under the control of such Paying Agent shall be
deemed for such purposes not to be the holder of those Notes.
Instructions in relation to instructing the Paying Agent to vote at the meeting
A Noteholder, its representatives or its proxyholder(s), wishing to vote at but not to attend the
Noteholders Meeting in person can require a Paying Agent to issue a block voting instruction in
respect of such Note by depositing such Note with such Paying Agent or (to the satisfaction of
such Paying Agent) by such Note being held to its order or under its control, in each case not less
than 48 hours before 30 June 2014, 12.00 (CET), instructing such Paying Agent to vote at the
Noteholders Meeting on 30 June 2014, 12.00 (CET) in accordance with the voting instruction
received from such Noteholder as specified therein. The proxies named in any block voting
instruction shall for all purposes in connection with the Noteholders Meeting be deemed to be the
holder of the Notes to which such block voting instruction relates and the Paying Agent with which
such Notes have been deposited or the person holding the same to the order or under the control
of such Paying Agent shall be deemed for such purposes not to be the holder of those Notes.
Representatives and Proxyholders
The holders of Notes may appoint proxies by executing and delivering a form of proxy in the
English language to the specified office of the Registrar or any Transfer Agent not less than 48
hours before 30 June 2014, 12.00 (CET) or, in the case of corporations, may appoint
representatives by resolution of their directors or other governing body.
DTC may mail an omnibus proxy to the Issuer in accordance with and in the form used by DTC
as part of its usual procedures in relation to meetings of Noteholders. Such omnibus proxy shall
assign the voting rights in respect of the relevant meeting to DTC's direct participants as of the
record date specified therein. Any such assignee participant may, by an instrument in writing in
the English language signed by such assignee participant, or, in the case of a corporation,
executed under its common seal or signed on its behalf by an attorney or a duly authorised officer
of the corporation and delivered to the specified office of the Registrar or any Transfer Agent
before 30 June 2014, 12.00 (CET), appoint any person (a
sub proxy
) to act on his or its behalf in
connection with the Noteholders Meeting. For assistance with procuring attendance at the meeting and/or requesting voting certificates/ submitting voting instructions, please contact any of the Paying Agents:
Principal Paying Agent:
HSBC Bank plc
8 Canada Square
London E14 5HQ
United Kingdom
Fax: +44 (0) 20 7260 8932
Email ctla.corporateactions@hsbc.com
Attention: The Manager, Operations, Securitisation Desk, Corporate Trust and Loan
Agency
U.S. Paying Agent
:
HSBC Bank USA, National Association 452 Fifth Avenue New York New York 10018-2706 United States Fax: +1 212 525 1300 Email ctla.ny.rate.fix@us.hsbc.com and US.CTLA.Structured.Unit@us.hsbc.com Attention: Corporate Trust & Loan Agency
HSBC Bank USA, National Association
452 Fifth Avenue
New York
New York 10018-2706
United States
Fax: +1 212 525 1300
Email ctla.ny.rate.fix@us.hsbc.com and US.CTLA.Structured.Unit@us.hsbc.com
Attention: Corporate Trust & Loan Agency
Quorum, adoption and implementation of Extraordinary Resolution
Each Note carries one vote.
In accordance with Clause 5 of Schedule 4 of the Trust Deed, in order for a Class of Noteholders
to pass an Extraordinary Resolution during a Meeting of such Class of Noteholders a majority of
at least 75 per cent. of the validly cast votes at such meeting is required at which meeting over 50
per cent. of the Principal Amount Outstanding of the Notes of that Class of Notes are
represented.
If at the Meeting the aforesaid amount of Notes of the relevant Class is not represented, a second
meeting of Noteholders of the Class(es) concerned, as the case may be, shall be held between
13 and 42 clear days thereafter, with due observance of the same formalities for convening the
meeting which governed the convening of the first meeting. In order for a Class of Noteholders to
pass an Extraordinary Resolution during such second meeting a majority of at least 75 per cent.
of the validly cast votes at such second meeting is required at which second meeting over 50 per
cent. of the Principal Amount Outstanding of the Notes of that Class of Notes are represented.
If at the second Meeting the aforesaid amount of Notes of the relevant Class is not represented, a
meeting of Noteholders of the Class(es) concerned, as the case may be, shall be held between
no less than 13 clear days thereafter (but without any maximum number of clear days), with due
observance of the same formalities for convening the meeting which governed the convening of
the second meeting. At such third meeting an Extraordinary Resolution is adopted with no less
than 75% majority of the validly cast votes regardless of the Principal Amount Outstanding of the
Notes of the relevant Class then represented.
After voting in accordance with the procedures set forth in Schedule 4 of the Trust Deed, the
chairman of the Meeting will count the votes which have been validly cast. In the minutes of each
Meeting it will be stated whether or not the Extraordinary Resolution is adopted or not.
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 any of
the Paying Agents accept any liability whatsoever for any act or omission to act in relation to the
foregoing.
Amsterdamsch Trustee’s Kantoor B.V.
Managing Director
Prins Bernhardplein 200
1097 JB Amsterdam
The Netherlands
Notice Noteholders' Meeting (5 June 2014)