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INFORMATION MEMORANDUM

PROPERTIZE B.V. PROGRAMME FOR THE ISSUANCE OF GUARA NTEED (STEP COMPLIANT) EURO-

COMMERCIAL PAPER AND GUARANTEED (NON-STEP COMPLIANT ) MEDIUM TERM NOTES

Issuer

Propertize B.V.

Type of Programme

Guaranteed (STEP compliant) Euro-Commercial Paper a nd guaranteed (non-STEP compliant) Medium Term

Notes

Programme size

up to an amount of EUR 4,054,900,000

Guarantor

the State of the Netherlands ( Staat der Nederlanden )

Rated by

Fitch Ratings Ltd.

and

Moody's Investors Service Limited

Arranger

SNS Bank N.V.

Issue and Principal Paying Agent

Banque Internationale à Luxembourg, société anonyme

Dealer

SNS Bank N.V.

Effective date of the Information Memorandum

22 January 2014

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Under the programme (the "Programme ") for the issuance of guaranteed (STEP compliant) Euro-Commercial Paper

("ECP") and guaranteed (non-STEP compliant) Medium Term Notes ("MTN", together with ECP the "Notes "),

Propertize B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)

incorporated under the laws of The Netherlands and having its corporate seat in Utrecht, The Netherlands (the "Issuer "

or "Propertize "), may from time to time issue guaranteed ECP and MTN described in this information memorandum

(together with any supplementary information memorandum and information incorporated herein by reference, the

“Information Memorandum ”). Subject as set out herein, the maximum aggregate nominal amount of the Notes from

time to time outstanding under the Programme will not exceed EUR 4,054,900,000 (or its equivalent in other

currencies). The Issuer made an application for a Short-Term European Paper ("STEP") label for ECP to be issued

under the Programme.

The Issuer will apply to the State of the Netherlands (Staat der Nederlanden) (the "Guarantor " or the "State of The

Netherlands ") for a guarantee certificate (a "Guarantee Certificate ") within the meaning of the Rules of the Propertize

Debt Guarantee Scheme as in force from time to time (the "Rules " and the "Guarantee Scheme ", respectively) in

respect of each MTN and each ECP to be issued under the Programme. Only Notes for which a Guarantee Certificate

has been issued, and as such, will benefit from the guarantee (the "Guarantee ") provided under the Guarantee Scheme

by the State of The Netherlands, will be issued under the Programme. See "The Guarantee" below for further

information on the Guarantor's obligations in this respect.

This Information Memorandum does not constitute a prospectus for the purposes of the Prospectus Directive (Directive

2003/71/EC (as amended), the "Prospectus Directive ") and may be used only for the purpose for which it is published.

This Information Memorandum has not been approved by any competent authority for the purposes of the Prospectus

Directive (or any other purposes) as Notes which benefit from the Guarantee are outside the scope of the Prospectus

Directive and no election has been made for Notes to be treated as being within the scope of the Prospectus Directive.

This Information Memorandum may not be used for any offering to the public or any admittance to trading on a

regulated market of Notes having the benefit of the Guarantee in any jurisdiction which would require the approval and

publication of a prospectus under the Prospectus Directive.

Applications may be made to the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange ") for the relevant

MTN to be issued under the Programme to be admitted to listing on the official list of the Luxembourg Stock Exchange

(the "Official List ") and to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg

Regulated Market ") and/or on NYSE Euronext Amsterdam ("Euronext Amsterdam "), the regulated market of Euronext

Amsterdam N.V. MTN to be issued under the Programme may also be listed on such other stock exchange(s) as may

be agreed between the Issuer and the Dealer (as defined below) in relation to each issue, subject to prior written

approval of the Guarantor. The Issuer may also issue unlisted MTN under the Programme. No application will be made

at any time to list ECP on any stock exchange.

The Notes may be issued on a continuing basis to the dealer specified herein and any additional dealer appointed in

respect of Notes under the Programme from time to time, which appointment may be for a specific issue or on an

ongoing basis (each a "Dealer " and together the "Dealers "). Notes may be distributed by way of a public offer or private

placement and, in each case, on a syndicated or non- syndicated basis. The method of distribution of each relevant

series of MTN (a "Series ") or tranche thereof (a "Tranche ") will be stated in the applicable final terms (the "Final

Terms ").

The full terms and conditions of each Series or Tranche of MTN are constituted by the master terms and conditions as

set out in full in this Information Memorandum in the "Terms and Conditions of (non-STEP compliant) Medium Term

Notes", which constitute the basis of all MTN to be offered under the Programme, together with, if applicable, any

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additional terms, and conditions and the Final Terms applicable to the relevant issue of MTN, which apply and/or

disapply, supplement and/or amend the master terms and conditions in the manner required to reflect the particular

terms and conditions applicable to the relevant Series of MTN (or Tranche thereof).

MTN of each Series or Tranche will (unless otherwise specified in the applicable Final Terms) initially be represented by

a temporary global note (the "Temporary Global Note ") which will be deposited on or around the relevant issue date

(the "Relevant Issue Date ") thereof with a common safekeeper for Euroclear Bank S.A./N.V. ("Euroclear ") and

Clearstream Banking, société anonyme ("Clearstream, Luxembourg "). See "Form of (non-STEP compliant) Medium

Term Notes" below. ECP will be in bearer form and will on issue be in global form ("Global Euro-Commercial Paper

Notes ").

The Issuer may agree with the Dealer and the Guarantor that Notes may be issued in a form not contemplated by the

terms and conditions of the Notes herein, in which case a supplementary information memorandum, if required, will be

made available which will describe the effect of the agreement reached in relation to such Notes.

This Programme is rated. Notes to be issued under the Programme are expected to be rated by Fitch Ratings Ltd.

("Fitch ") and Moody's Investors Service Limited ("Moody's "). Series or Tranches of MTN to be issued under the

Programme may be rated or unrated. Where a Series or Tranche of MTN is rated, such rating will not necessarily be the

same as the ratings assigned to other Series of Tranches of MTN. A security rating is not a recommendation to buy, sell

or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

This Information Memorandum should be read and construed together with any amendments or supplements hereto

and with any documents incorporated by reference herein and, in relation to any Series or Tranche of MTN, with the

Final Terms.

None of the Arranger, the Dealer or the Guarantor has independently verified the information contained or referred to in

this Information Memorandum. Accordingly, no representation or warranty or undertaking (express or implied) is made,

and no responsibility or liability is accepted by the Arranger, the Dealer or the Guarantor as to the authenticity, origin,

validity, accuracy or completeness of, or any errors in or omissions from, any information or statement contained in this

Information Memorandum or in or from any accompanying or subsequent material or presentation.

PROSPECTIVE INVESTORS SHOULD HAVE REGARD OF THE FACTORS DESCRIBED UNDER THE SECTION

"RISK FACTORS" IN THIS INFORMATION MEMORANDUM.

THE NOTES AND THE GUARANTEE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER

THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND, SUBJECT TO

CERTAIN EXCEPTIONS, MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO,

OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S ("REGULATION S ")

UNDER THE SECURITIES ACT). UNDER THE PROGRAMME, THE ISSUER MAY ISSUE THE NOTES OUTSIDE

THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.

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TABLE OF CONTENTS

DESCRIPTION OF THE PROGRAMME.......................................................................................................................... 5 DESCRIPTION OF THE ISSUER AND THE GUARANTOR OF THE PROGRAMME ................................................... 14 CERTIFICATION OF INFORMATION FOR THE ISSUER AND THE GUARANTOR..................................................... 20 INFORMATION CONCERNING THE ISSUER'S REQUEST OF THE STEP LABEL..................................................... 21 RISK FACTORS ............................................................................................................................................................ 22 NOTICES TO INVESTORS ........................................................................................................................................... 32 USE OF PROCEEDS .................................................................................................................................................... 34 THE GUARANTEE ........................................................................................................................................................ 35 EUROSYSTEM ELIGIBILITY......................................................................................................................................... 37 TAXATION..................................................................................................................................................................... 39 SUBSCRIPTION AND SALE ......................................................................................................................................... 44 GENERAL INFORMATION............................................................................................................................................ 48 DOCUMENTS INCORPORATED BY REFERENCE...................................................................................................... 50 FORM OF GLOBAL EURO-COMMERCIAL PAPER NOTE........................................................................................... 51 FORM OF DEFINITIVE EURO-COMMERCIAL PAPER NOTE...................................................................................... 59 FORM OF (NON-STEP COMPLIANT) MEDIUM TERM NOTES ................................................................................... 66 TERMS AND CONDITIONS OF (NON-STEP COMPLIANT) MEDIUM TERM NOTES.................................................. 69 FORM OF FINAL TERMS FOR (NON-STEP COMPLIANT) MEDIUM TERM NOTES .................................................. 91

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DESCRIPTION OF THE PROGRAMME

The following description of the Programme does not purport to be complete and is taken from, and is qualified by, the

remainder of this Information Memorandum and, in relation to the terms and conditions of any particular Series or

Tranche of MTN the applicable Final Terms. Any decision to invest in the Notes should be based on a consideration of

this Information Memorandum as a whole, including any amendment and supplement thereto and the documents

incorporated by reference herein. Words and expressions defined in "Form of (non-STEP compliant) Medium Term

Notes", "Form of Global Euro-Commercial Paper Note", "Form of Definitive Euro-Commercial Paper Note" and "Terms

and Conditions of (non-STEP compliant) Medium Term Notes" below, shall have the same meanings in this description.

1.1 Name of the Programme:

Propertize B.V. programme for the issuance of guaranteed (STEP

compliant) Euro-Commercial Paper and guaranteed (non-STEP compliant)

Medium Term Notes.

1.2 Type of Programme: Guaranteed (STEP compliant) Euro-Commercial Paper and guaranteed

(non-STEP compliant) Medium Term Notes.

The Issuer made an application for a STEP label for ECP to be issued

under the Programme.

1.2.1 Notes A Guaranteed (STEP compliant) Euro-Commercial Paper

1.2.2 Notes B Guaranteed (non-STEP compliant) Medium Term Notes

1.3 Name of the Issuer: Propertize B.V. (until 31 December 2013 known as SNS Property Finance

B.V.)

1.4 Type of Issuer:

It is expected that Propertize will initially until 1 July 2014 remain to qualify

as a monetary financial institution within the meaning Annex 3 of the

Market Convention on Short-Term European Paper dated 25 October 2010

and adopted by the ACI – The Financial markets Association and the

European Banking Federation (as amended from time to time) (the "STEP

Market Convention "). It is expected that Propertize will qualify as a non-

financial corporation (corporate non-bank) as of 1 July 2014.

1.5 Purpose of the Programme: The net proceeds from each issue of Notes will be applied by the Issuer

towards refinancing and repayment of a temporary loan of EUR

4,054,900,000 that SNS Bank N.V. has provided to the Issuer. After this

temporary loan is fully repaid, the proceeds from the issue of Notes will be

applied by the Issuer for its general corporate purposes.

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1.6 Programme size (ceiling):

Up to EUR 4,054,900,000 (or its equivalent in other currencies) aggregate

nominal amount of Notes outstanding at any time.

1.7 Contact details: Contact: Mr. J.C.J. Mondt (CFRO)

E-mail: [email protected]

Telephone number: +31 (0)30 702 28 00

1.8 Independent Auditors: Not applicable. To date, Propertize has not published any independent

financial statements. With effect from the financial year 2013, Propertize

will publish independent financial statements and appoint an independent

auditor.

A. INFORMATION ON THE NOTES OF TYPE A (STEP COMPLIA NT ECP)

1.9a Characteristics and form of

(STEP compliant) ECP:

ECP will be in bearer form and will on issue be in global form ("Global

Euro-Commercial Paper Notes "). See "Form of Global Euro-Commercial

Paper Note" below. A Global Euro-Commercial Paper Note will be

exchangeable into definitive Euro-Commercial paper notes ("Definitive

Euro-Commercial Paper Notes ") only in the limited circumstances set out

in that Global Euro-Commercial Paper Note. See "Form of Definitive Euro-

Commercial Paper Note" below.

On or before the Relevant Issue Date, the Global Euro-Commercial Paper

Note will be delivered to a Common Safekeeper (as defined below) for the

Relevant Clearing Systems (as defined under “Settlement System ECP ”

in item 1.16 below). The interests of individual ECPholders in each Global

Euro-Commercial Paper Note will be represented by the records of the

Relevant Clearing Systems.

“Common Safekeeper ” means, in respect of any Global Euro-Commercial

Paper Note, the common safekeeper which is appointed by the Relevant

Clearing Systems in respect of such Global Euro-Commercial Paper Note

or, if such Global Euro-Commercial Paper Note is intended to be held in a

manner that would allow Eurosystem eligibility, the common safekeeper

which is appointed on behalf of the Issuer and eligible to hold such Global

Euro-Commercial Paper Note for the purpose of the requirements relating

to collateral for Eurosystem monetary and intra-day credit operations.

If the common safekeeper as at the Relevant Issue Date ceases to be so

eligible after the Relevant Issue Date, the relevant ECP will no longer

qualify for Eurosystem eligibility unless a new common safekeeper is

appointed who is so eligible.

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1.10a Remuneration (yield basis): ECP may be issued at a discount or may bear fixed rate interest.

1.11a Currencies of issue of (STEP

compliant) ECP:

ECP may be denominated in Euro (EUR), British Pound (Sterling or GBP)

or U.S. Dollars (USD).

1.12a Maturity of (STEP compliant)

ECP:

The maturity of ECP shall not be less than one (1) day nor more than

either (a) 364 days or (b) in case of a leap year, 365 days (both periods

under (a) and (b) hereinafter referred to as "One Year ") from and including

the Relevant Issue Date, provided that no ECP will be issued with a

maturity date beyond 31 December 2023 and subject to compliance with

any applicable legal and regulatory restrictions.

1.13a Minimum Issuance Amount of


For so long as the STEP label is applied to the issue of ECP under the

Programme, the minimum issuance amount of ECP that are to be

compliant with the STEP label will be EUR 100,000 (or its equivalent in

other currencies calculated by the rate of exchange at the Relevant Issue

Date).

1.14a Minimum denomination of


The initial minimum denomination of ECP will be EUR 100,000 (or its

equivalent in other currencies calculated by the rate of exchange at the

Relevant Issue Date). Minimum denominations may be changed from time

to time provided that the denomination is in excess of the initial minimum

denomination.

1.15a Status of (STEP compliant)

ECP:

All ECP will constitute unsecured and unsubordinated obligations of the

Issuer and will rank pari passu without any preference among themselves

and with all other present and future unsecured and unsubordinated

obligations of the Issuer other than those preferred by mandatory

provisions of law.

1.16a Governing Law that applies to


ECP will be governed by, and construed in accordance with, Dutch law.

1.17a Listing of (STEP compliant)

ECP:

No application will be made at any time to list ECP on any stock exchange.

1.18a Settlement System (STEP

compliant) ECP:

Euroclear and Clearstream, Luxembourg (together, the "Relevant

Clearing Systems ").

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Global ECP Notes may also be delivered outside any clearing system

provided that the method of such delivery has been agreed in advance by

the Issuer, the Issue and Principal Paying Agent and the Dealer.

1.19a Rating(s) of the Programme: The Programme is rated. ECP to be issued under the Programme is

expected to be rated by Fitch (which rating can be viewed at

www.fitchratings.com) and Moody's (which rating can be viewed at

www.moodys.com).

A security rating is not a recommendation to buy, sell or hold securities and

may be subject to suspension, reduction or withdrawal at any time by the

assigning rating agency.

1.20a Guarantor of the Programme: The State of The Netherlands (Staat der Nederlanden).

1.21a Issue and Principal Paying

Agent:

Amsterdam Listing Agent:

Luxembourg Listing Agent:


SNS Securities N.V.


1.22a Arranger: SNS Bank N.V.

1.23a Dealer: SNS Bank N.V.

ECP may be issued on a continuing basis to the Dealer and any additional

dealer appointed in respect of ECP under the Programme from time to

time, which appointment may be for a specific issue or on an ongoing

basis.

1.24a Selling Restrictions:

Offers and sales of ECP and the distribution of this Information

Memorandum are subject to certain restrictions, details of which are set out

under “Subscription and Sale” below.

1.25a Taxation:

Payments in respect of ECP will be made without withholding or deduction

for or on account of taxes levied in The Netherlands, subject to certain

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exceptions as provided in Condition 3 of the "Form of Global Euro-

Commercial Paper Note" and Condition 2 of the "Form of Definitive Euro-

Commercial Paper Note". See also "Taxation" below.

1.26a Involvement of national

authorities:

Each issue of ECP denominated in a currency in respect of which

particular laws, guidelines, regulations, restrictions or reporting

requirements apply will only be issued in circumstances which comply with

such laws, guidelines, regulations, restrictions or reporting requirements

from time to time (see "Subscription and Sale" below).

1.27a Additional information on the

Programme:

a. Issue Price: ECP may be issued on a fully-paid basis and at an issue price which is at

par or at a discount to, or premium over, par.

b. Redemption:

Unless previously purchased and cancelled, ECP will be redeemed on

their stated maturity.

c. Fixed Rate:

Fixed interest on ECP will be payable on the Interest Payment Dates as

specified in the applicable Global Euro-Commercial Paper Note or

Definitive Euro-Commercial Paper Note and will be calculated as specified

therein.

d. Floating Rate:

No Floating Rate ECP will be issued.

e. Potential eligibility of (STEP

compliant) ECP for collateral

purposes in credit operations

of the central banking system

(the "Eurosystem ") for the

Euro:

Reference is made to chapter "Eurosystem eligibility" below.

B. INFORMATION ON THE NOTES OF TYPE B (NON-STEP C OMPLIANT MTN)

1.9b Characteristics and form of

(non-STEP compliant) MTN:

MTN will be in bearer form. Each Series or Tranche of MTN will (unless

otherwise specified in the applicable Final Terms) initially be represented

by a Temporary Global Note which will be deposited on or around the

Relevant Issue Date thereof with a common safekeeper for Euroclear and

Clearstream, Luxembourg and/or any other agreed clearing system.

The Temporary Global Note will be exchangeable as described therein for

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either a Permanent Global Note or Definitive Notes upon satisfaction of

certain conditions including, in case of a Temporary Global Note where the

issue is subject to TEFRA D selling restrictions, upon certification of non-

U.S. beneficial ownership as required by U.S. Treasury regulations.

A Permanent Global Note is exchangeable for Definitive Notes only upon

the occurrence of an Exchange Event, as described in "Form of (non-STEP

compliant) Medium Term Notes" below.

Any interest in a Global Note will be transferable only in accordance with

the rules and procedures for the time being of Euroclear, and Clearstream,

Luxembourg.

1.10b Remuneration (yield basis): MTN may be issued at a discount or may bear fixed or floating rate

interest.

1.11b Currencies of issue of (non-

STEP compliant) MTN:

MTN may be denominated in Euro (EUR), British Pound (Sterling or GBP)

or U.S. Dollars (USD).

1.12b Maturity of (non-STEP

compliant) MTN:

MTN will have any maturity of no less than one (1) year and no more than

ten (10) years, from and including the Relevant Issue Date, provided that

no MTN will be issued with a maturity date beyond 31 December 2023 and

subject to compliance with any applicable legal and regulatory restrictions.

1.13b Minimum Issuance Amount of


At least EUR 100,000 (or its equivalent in other currencies calculated by

the rate of exchange at the Relevant Issue Date).

1.14b Minimum denomination of


MTN will be issued in such denominations as may be specified in the

applicable Final Terms save that the minimum denomination shall be at

least EUR 100,000 (or its equivalent in other currencies calculated by the

rate of exchange at the Relevant Issue Date).

1.15b Status of (non-STEP

compliant) MTN:

All MTN will constitute unsecured and unsubordinated obligations of the

Issuer and will rank pari passu without any preference among themselves

and with all other present and future unsecured and unsubordinated

obligations of the Issuer other than those preferred by mandatory

provisions of law.

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1.16b Governing Law that applies to


MTN will be governed by, and construed in accordance with, Dutch law.

1.17b Listing of (non-STEP

compliant) MTN:

Application may be made for MTN to be issued under the Programme to

be admitted to listing on the Official List and to trading on the Luxembourg

Regulated Market, and on Euronext Amsterdam. MTN may also be listed

on such other stock exchange(s) as may be agreed between the Issuer

and the Dealer in relation to each issue. Unlisted MTN may also be issued.

The Final Terms relating to each issue will state whether or not MTN are to

be listed or admitted to trading, as the case may be, and, if so, on which

exchanges and/or markets.

1.18b Settlement System (non-STEP

compliant) MTN:

Euroclear, and Clearstream, Luxembourg (together the "Relevant

Clearing Systems ").

1.19b Rating(s) of the Programme: The Programme is rated. MTN to be issued under the Programme are

expected to be rated by Fitch (which rating can be viewed at

www.fitchratings.com) and Moody's (which rating can be viewed at

www.moodys.com).

Series or Tranches of MTN to be issued under the Programme may be

rated or unrated. Where a Series or Tranche of MTN is rated, such rating

will not necessarily be the same as the ratings assigned to other MTN. A

security rating is not a recommendation to buy, sell or hold securities and

may be subject to suspension, reduction or withdrawal at any time by the

assigning rating agency.

1.20b Guarantor of the Programme: The State of The Netherlands (Staat der Nederlanden).

1.21b Issue and Principal Paying

Agent:

Amsterdam Listing Agent:

Luxembourg Listing Agent:


SNS Securities N.V.


1.22b Arranger: SNS Bank N.V.

1.23b Dealer: SNS Bank N.V.

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MTN may be issued on a continuing basis to the Dealer and any additional

dealer appointed in respect of MTN under the Programme from time to

time, which appointment may be for a specific issue or on an ongoing

basis.

1.24b Selling Restrictions: Offers and sales of MTN and the distribution of this Information

Memorandum are subject to certain restrictions, details of which are set out

under “Subscription and Sale” below.

1.25b Taxation: Payments in respect of MTN will be made without withholding or deduction

for or on account of taxes levied in The Netherlands, subject to certain

exceptions as provided in Condition 8 (Taxation) of the "Terms and

Conditions of (non-STEP compliant) Medium Term Notes". See also

"Taxation" below.

1.26b Involvement of national

authorities:

Each issue of MTN denominated in a currency in respect of which

particular laws, guidelines, regulations, restrictions or reporting

requirements apply will only be issued in circumstances which comply with

such laws, guidelines, regulations, restrictions or reporting requirements

from time to time (see "Subscription and Sale" below).

1.27b Additional information on the

Programme:

a. Issue Price: MTN may be issued on a fully-paid basis and at an issue price which is at

par or at a discount to, or premium over, par.

b. Redemption: Unless previously purchased and cancelled, MTN will be redeemed on

their stated maturity.

c. Fixed Rate: Fixed interest on MTN will be payable on the date or dates specified in the

applicable Final Terms and on redemption, and will be calculated on the

basis of such Day Count Fraction as may be agreed between the Issuer

and the Dealer (as indicated in the applicable Final Terms).

d. Floating Rate: Floating Rate MTN will bear interest either at a rate determined on the

same basis as the floating rate under a notional interest rate swap

transaction in the relevant Specified Currency governed by an agreement

incorporating the 2006 ISDA Definitions (as published by the International

Swaps and Derivatives Association, Inc., and as amended and updated as

at the Issue Date of the first Series or Tranche of MTN of the relevant

Series and to be obtained at the website www.isda.org) or on the basis of a

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reference rate appearing on the agreed screen page of a commercial

quotation service or on such other basis as may be agreed between the

Issuer and the Dealer (as indicated in the applicable Final Terms). The

margin (if any) relating to such floating rate will be specified in the

applicable Final Terms. Floating Rate MTN may also have a maximum

interest rate, a minimum interest rate or both.

Interest on Floating Rate MTN in respect of each Interest Period, as

agreed prior to issue by the Issuer and the Dealer, will be payable on such

Interest Payment Dates, and will be calculated on the basis of such Day

Count Fraction, as may be agreed between the Issuer and the Dealer (if

any) (as indicated in the Final Terms).

e. Potential eligibility of (non-

STEP compliant) MTN for

collateral purposes in credit

operations of the central

banking system (the

"Eurosystem ") for the Euro:

Reference is made to chapter "Eurosystem eligibility" below.

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DESCRIPTION OF THE ISSUER AND THE GUARANTOR OF THE PROGRAMME

2a. INFORMATION CONCERNING THE ISSUER

2a.1 Legal Name: Propertize B.V. (until 31 December 2013 known as SNS Property Finance

B.V.)

2a.2 Legal Form/Status: Propertize is a private company with limited liability (besloten vennootschap

met beperkte aansprakelijkheid). The corporate seat of Propertize is in

Utrecht, The Netherlands.

2a.3 Date of Incorporation:

30 December 1991.

2a.4 Registered office or

equivalent:

Graadt van Roggenweg 500, 3531 AH Utrecht, The Netherlands.

2a.5 Registration number, place

of registration:

Propertize is registered in the Commercial Register of the Utrecht Chamber of

Commerce (handelsregister van de Kamer van Koophandel en Fabrieken in

Utrecht), under number 08024286. The telephone number of Propertize is

+31(0)30 702 2800. The Articles of Association of Propertize were lastly

amended by notarial deed on 31 December 2013 before Mr. G.W.Ch. Visser,

civil law notary in Amsterdam, the Netherlands.

2a.6 Issuer's Mission: Propertize's objectives are, according to its articles of association (statuten),

to manage and phase out its portfolio that consists, on the one hand, of loans

in the field of commercial property and, on the other hand, of participations in

property companies and direct property, which phasing out must be realised

over a period of ten years calculated from 31 December 2013, and to

participate in, conduct the management of and finance other businesses and

companies, providing security for the debts of third parties, as well as

everything related or conducive to the foregoing, in the broadest sense of the

word.

Propertize's articles of association provide that when pursuing its objects,

Propertize will focus on maintaining public trust.

2a.7 Brief description of current In a letter dated 1 February 2013, the Minister of Finance announced that the

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activities: assets of SNS Property Finance B.V. ought to be separated from SNS

REAAL N.V. and SNS Bank N.V. into a self-supporting entity acting under a

new name. This separation was completed on 31 December 2013, on which

date the shares of SNS Property Finance B.V. were transferred to the Dutch

State and subsequently from the Dutch State to Stichting

Administratiekantoor Beheer Financiële Instellingen ("NLFI") which now holds

100% of the shares of Propertize. The State of the Netherlands is the 100%

beneficial owner of Propertize. Prior to the transfer of the shares to the Dutch

State on 31 December 2013, the Dutch State contributed EUR 500 million as

a share premium contribution (agio storting) to the shares of SNS Property

Finance B.V. on 30 December 2013, which amount is added as paid-in

surplus capital to the share premium reserve. On 30 December 2013, SNS

Property Finance B.V. used the proceeds of the paid share premium

contribution to repay EUR 400 million of the outstanding debt to SNS Bank

N.V. The remaining EUR 100 million is kept by Propertize as working capital.

On 1 January 2014, the name of SNS Property Finance B.V. was changed

into Propertize B.V.

The spin-off of the SNS Property Finance B.V. activities is part of the

restructuring plan for SNS REAAL, which the Dutch State submitted to the

European Commission on 19 August 2013. The European Commission

approved the transfer on 19 December 2013.

On 31 December 2013, SNS REAAL N.V. and SNS Bank N.V. withdrew their

guarantees as referred to in Book 2, Section 403 of the Dutch Civil Code for

the Issuer and its subsidiaries BPF Onroerend Goed Lease en Financieringen

B.V., B.V. De Haarlemsche Maatschappij voor Hypothecaire Financiering,

SNSPF Financiering Participaties B.V. (per 1 January 2014 renamed as

PRPZ Financiering Participaties B.V.) and SNSPF Interim Finance B.V. (per 1

January 2014 renamed as PRPZ Interim Finance B.V.). As of that date each

of SNS REAAL N.V. and SNS Bank are no longer jointly and severally liable

for the obligations of these companies resulting from legal acts

(rechtshandelingen) executed by it. These withdrawals have been registered

with the Chamber of Commerce and have been published in the

Staatscourant.

Propertize is the ultimate holding company of the group of companies which

form the Propertize group. As the ultimate holding company, Propertize

directly or indirectly holds shares in limited liability companies incorporated

according to the laws of, and established in The Netherlands, Denmark,

Germany, France, Luxembourg, Spain, the United States of America and

Canada.

The financing activities of Propertize and its subsidiaries are conducted by

Propertize and four Dutch subsidiaries. The activities of the other subsidiaries

16

consist of the ownership and management of real estate (including

landholdings, plots, construction work in progress and finished constructions

for commercial and private purposes).

Propertize manages a portfolio of commercial real estate loans and real

estate owned (“REO”) assets. The portfolio consists of project development

through income generating assets in the full spectrum of property types (i.e.

offices, residential, retail, semi-industrial, mixed use). The majority of the

portfolio consists of loans and REO assets in The Netherlands, however

Propertize still manages a substantial amount of loans and REO assets in

other European countries and North America.

Propertize intends to optimise value and cash flows from the portfolio with the

objective to realize a complete wind down over a period of ten years

calculated from 31 December 2013. The key financial objectives of Propertize

are:

• for it to be self-supportive in terms of operating expenses and

funding expenses;

• it will not draw on guarantees provided by the State of The

Netherlands; and

• it will return 100% of capital injected by the State of The

Netherlands at the end of the period of ten years.

As part of the separation, a write-off of EUR 2.8 billion was required on the

total assets of the Issuer as per 30 June 2012.

Portfolio development

The table below shows the development of the net exposure of the Issuer:

In EUR millions June 2013 December 2012 June 2012

Commitments 7,580 7,880 8,615

Undrawn

commitments

- 48 70

Gross

outstanding

loan portfolio

7,580 7,832 8,545

Loan provisions 1,388 1,217 740

Net outstanding

loan portfolio

6,192 6,615 7,805

Property projects 411 416 519

Total Net

exposure

6,603 7,031 8,324

Constructive

obligation*

1,837

Pro forma net 4,766

17

exposure *

*) Pro forma figures related to nationalisation as communicated on 1 February

2013.

The constructive obligation represents the expected loss on the Propertize

portfolio as determined by the State of The Netherlands, based on valuation

of Cushman & Wakefield of the Propertize portfolio as per 30 June 2012

(EUR 2.8 billion expected loss). The constructive obligation has been

accounted for in the balance sheet of SNS Bank N.V. for the first time in

February 2013 as part of the accounting for the impact of the nationalisation

of SNS REAAL per 1 February 2013 and the announced transfer of SNS

Property Finance B.V.

The movements in the constructive obligation are as follows (in EUR):

Balance 30 June 2012 2,800 million

Incurred losses on Propertize

portfolio second half of 2012

776 million

Incurred losses on Propertize

portfolio first half of 2013

187 million

Balance 30 June 2013 1,837 million

As part of the nationalisation measures, a constructive obligation arose to

transfer SNS Property Finance B.V. to a separate asset management

organisation at the value determined by the State of The Netherlands. This

led to the recognition of a provision of EUR 2,024 million gross in the first

quarter of 2013. This amount concerns the required write-off of EUR 2.8

billion as per 30 June 2012 less the impairments and discounts in the second

half of 2012 of EUR 776 million. After a release of EUR 187 million in the first

half of 2013, offsetting the impairments on the real estate finance portfolio

and the discounts, the constructive obligation amounts to EUR 1,837 million

as per 30 June 2013.

The total net exposure (excluding the constructive obligation) declined by

EUR 428 million (6,1%) compared to year-end 2012 due to redemptions,

sales transactions and impairments. Commitments declined by EUR 300

million (3,8%). 79% of the total net exposure (excluding the constructive

obligation) of Propertize relates to its Dutch portfolio, the remaining 21%

relates to its international portfolio. These percentages remained unchanged

in the first half year of 2013.

The figures included in this paragraph are derived from SNS REAAL N.V.'s

interim financial report dated 15 August 2013 and have not been audited.

2a.8 Capital or equivalent: On the date of this Information Memorandum, the issued share capital of

18

Propertize amounts to EUR 50,003, consisting of 50,003 shares with a

nominal value of EUR 1.00 each. All shares have been fully paid up.

2a.9 List of main shareholders: As of 31 December 2013, NLFI holds 100% of the shares of Propertize. The

State of the Netherlands is the 100% beneficial owner of Propertize.

2a.10 Listing of the shares of the

Issuer:

The Shares of Propertize are not listed on any stock exchange.

2a.11 List of members of the

Management Board:

Mr. H. Copier (CEO)

Mr. J.C.J. Mondt (CFRO)

Mr. R.D.J. van Riel (CRO)

List of members of the

Supervisory Board:

Mr. G. van Olphen

Mr. M.B.G.M. Oostendorp

In accordance with the articles of association of the Issuer, at least one

additional member of the Supervisory Board will be appointed.

2a.12 Other short term

programmes of the Issuer:

Not applicable.

2a.13 Rating(s) of the Issuer: Not rated.

2b. INFORMATION CONCERNING THE GUARANTOR

2b.1 Legal name: The State of The Netherlands (Staat der Nederlanden).

2b.2 Guarantor's mission: The Issuer will apply to the Guarantor for a Guarantee Certificate within the

meaning of the Rules in respect of each MTN and each ECP to be issued

under the Programme. Only Notes for which a Guarantee Certificate has

been issued will be issued under the Programme. The Guarantor's obligations

in that respect are set out in the Rules which are available at the Issuer's

website (www.propertize.nl).

The State of The Netherlands has provided a guarantee with respect to a

temporary loan of EUR 4,054,900,000 that SNS Bank N.V. has provided to

Propertize. The aim is to gradually replace this financing by SNS Bank N.V. to

Propertize with that from third parties in the form of Notes to be issued by

19

Propertize under this Programme.

2b.3 Additional Information: For additional information see "The Guarantee" below.

21

INFORMATION CONCERNING THE ISSUER'S REQUEST OF THE STEP LABEL

An application for a STEP label for this Programme has been made to the STEP Secretariat in relation to ECP eligible

under the STEP Market Convention. Information as to whether the STEP label has been granted for this Programme in

relation to such ECP may be made available on the STEP market website (www.stepmarket.org). This website is not

sponsored by the Issuer and the Issuer is not responsible for its content or availability, other than for this Information

Memorandum. The Issuer has not authorised any other form of distribution of the Information Memorandum than set

forth herein.

Unless otherwise specified in this Information Memorandum, the expressions "STEP", "STEP Market Convention ",

"STEP label ", "STEP Secretariat ", and "STEP market website " shall have the meaning assigned to them in the Market

Convention on Short-Term European Paper dated 25 October 2010 and adopted by the ACI – The Financial markets

Association and the European Banking Federation (as amended from time to time).

22

RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes issued under

the Programme. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position

to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the

purpose of assessing the market risks associated with Notes issued under the Programme are also described below.

The Issuer believes that the factors described below represent the material risks inherent in investing in Notes issued

under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with

any Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks

of holding any Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere

in this Information Memorandum and reach their own views prior to making any investment decision.

Before making an investment decision with respect to any Notes, prospective investors should consult their own

stockbroker, bank manager, lawyer, accountant or other financial, legal and tax advisers and carefully review the risks

entailed by an investment in the Notes and consider such an investment decision in the light of the prospective

investor's personal circumstances.

RISK FACTORS REGARDING THE ISSUER

Propertize is exposed to risks relating to its comm ercial property finance activities

Propertize manages a portfolio of commercial real estate loans and REO assets. For the six months ended 30 June

2013, the net exposure of the total portfolio of Propertize amounted to EUR 6,603 million, whilst - taking into account a

constructive obligation of EUR 1,837 million - the pro forma net exposure amounted to EUR 4,766 million. As part of the

nationalisation measures, a constructive obligation arose to transfer SNS Property Finance B.V. to a separate asset

management organisation at the value determined by the State of The Netherlands. This led to the recognition of a

provision of EUR 2,024 million gross in the first quarter of 2013. This amount concerns a write-off of EUR 2.8 billion as

per 30 June, 2012 (which write-off was required on the total assets of SNS Property Finance B.V. as part of the

separation from SNS REAAL N.V. and SNS Bank N.V.) less the impairments and discounts in the second half of 2012

of EUR 776 million. After a release of EUR 187 million in the first half of 2013, offsetting the impairments on the real

estate finance portfolio and the discounts, the constructive obligation amounts to EUR 1,837 million as per 30 June

2013.

Propertize is exposed to risks relating to the net exposure of its portfolio. The results of Propertize almost fully relate to

its mortgage loan portfolio. Bankruptcy of a borrower, lack of liquidity, downturns in the economy or real estate values,

stagnation or drop in commercial property values, increased interest rates or a combination thereof, may adversely

affect the ability of borrowers to fulfil their loan obligations to Propertize and may result in an increase in defaults on

borrower's obligations to Propertize. This could also affect the value of the REO portfolio of Propertize.

It is not certain that security rights (such as a mortgage) can be enforced in all circumstances. In addition, enforcement

of security rights by Propertize may result in losses due to a decline in value of the property sold or due to other

reasons. An increase in interest rates could lead to such a decline in property values.

Depending on the actual realisation of a counterparty default, the current credit provisions relating to the possibility that

a counterparty may default on its obligations to Propertize may prove to be inadequate. If future events or the effects

23

thereof do not fall within any of the assumptions, factors or assessments used by Propertize to determine its credit

provisions, these provisions could be inadequate.

The business of Propertize is primarily concentrate d in The Netherlands

As per 30 June 2013, 79% of the total net exposure (excluding the constructive obligation) of Propertize relates to its

Dutch portfolio. As a consequence, Propertize is particularly exposed to the economic, political and social conditions in

The Netherlands. Economic conditions in The Netherlands have been difficult. Partly due to the credit crisis in the past

four (4) to six (6) years, growth of the Dutch gross domestic product ("GDP") has been subdued. Following a growth of

1.6% in 2010, GDP grew further by 1.3% in 2011 and the economy contracted again by 1.0% in 2012. Any deterioration

or merely a long-term persistence of the difficult economic environment in The Netherlands may result in an increase in

defaults of counterparties on their obligations to Propertize. This could also affect the value of the REO portfolio of

Propertize.

As per 30 June 2013, the total Dutch net exposure declined by EUR 285 million to EUR 5.2 billion compared to year-

end 2012 (-5%), mainly through impairments and redemptions. As per 30 June 2013, the total international net

exposure declined from EUR 1.5 billion at year-end 2012 to EUR 1.4 billion (-10%). The exposure was reduced through

redemptions and impairments.

Propertize also operates in other European countries ( including but not limited to Germany, Spain and France) and

North America (“Certain Foreign Countries ”). Propertize originated approximately 21% of its mortgage loan portfolio in

Certain Foreign Countries.

As of 2009, Propertize decided to run off its international loan portfolio in Certain Foreign Countries. Since then, the total

net exposure (excluding the constructive obligation) of the international portfolio of Propertize has been reduced from

EUR 4.2 billion as per year end 2009 to EUR 1.4 billion as per 30 June 2013 due to redemptions, sales transactions and

impairments. In 2012 Propertize decided to run off its Dutch portfolio as well. Propertize aims to wind down its total

portfolio over a period of ten years calculated from 31 December 2013.

Propertize faces significant liquidity risks

Propertize faces significant liquidity risks. Liquidity risks refer to the risks that funding and liquid assets will not be

(sufficiently) available as a result of which Propertize may not be able to meet short-term financial obligations. The

access to the money-and capital markets may be influenced by concerns about the market segments in which

Propertize is active, or by a general market disruption.

Market conditions can adversely affect the results of Propertize

Propertize's business segment is affected by market conditions, which can cause results to fluctuate from year to year

as well as on a long-term basis. These market conditions include, without limitation, fluctuations in interest rates,

monetary policy and consumer and business spending.

The results of Propertize are affected by its management of interest rates sensitivity. The composition of Propertize's

assets and liabilities, and any gap position resulting from that composition, causes net interest income to vary with

changes in interest rates. There can be no assurance that Propertize will be able to successfully manage interest rate

spreads or the potential negative impact of risks associated with sustained low interest rate changes. A mismatch of

interest earning assets and interest bearing liabilities in any given period may, in the event of changes in interest rates,

affects the financial position or the results of Propertize.

24

Propertize also operates in Certain Foreign Countries with respect to its commercial property finance activities. The

market conditions in these countries can also affect the results of Propertize.

Propertize is subject to currency related risks

Currency risk exposure affects Propertize's funding of its operations and part of its investment/ mortgage loan portfolio.

To the extent these are not hedged, Propertize is exposed to certain currency fluctuations between the Euro and the

U.S. Dollar in particular, as well as other currencies, such as Canadian Dollars, Pound Sterling and Danish Krona.

Propertize's reporting currency is the Euro. Non-Euro income and expense items are translated into Euro for

consolidation of Propertize's profit and loss statement, on the basis of average exchange rates during the period. For

the purposes of Propertize's consolidated balance sheet, Propertize converts non-Euro denominated assets and

liabilities into Euro at the exchange rate prevailing at the balance sheet date.

Litigation or other proceedings or actions may adve rsely affect the business, financial condition and results of

operations of Propertize

Propertize faces significant legal risks in the conduct of its business. These legal risks could potentially involve, but are

not limited to, disputes concerning project developers and disputes concerning building construction issues in which

Propertize acts as principal, intermediary or otherwise. Propertize is also mentioned in connection with alleged fraud.

These risks are often difficult to assess or to quantify and their existence and magnitude often remain unknown for

substantial periods of time. It is inherently difficult to predict the outcome of many of the pending or future claims, and

other adversarial proceedings involving Propertize. The costs to defend future actions may be significant. There may

also be adverse publicity associated with litigation that could damage the reputation of Propertize.

Propertize's results of operations can be affected by significant adverse regulatory developments incl uding

changes in tax law

Propertize conducts its businesses subject to ongoing regulatory and associated risks, including the effects of changes

in law, regulations, and policies in The Netherlands and any other jurisdiction it conducts its business in. The timing and

form of future changes in regulation are unpredictable and beyond control of Propertize, and changes made could

materially adversely affect Propertize's business.

Operational risks are an inherent part of all of Pr opertize's businesses

The operational risks that Propertize faces include the possibility of inadequate or failed internal or external processes

or systems, human error, regulatory breaches, employee misconduct or external events such as fraud. These events

may result in financial loss and may harm Propertize's reputation. Additionally, the loss of key personnel could

adversely affect Propertize's operations and results.

Propertize attempts to keep operational risks at appropriate levels by maintaining a well-controlled environment in light

of the characteristics of its business, the markets and the regulatory environments in which it operates. While these

control measures mitigate operational risks, they do not eliminate them.

Propertize is exposed to the risk of ineffective (f inancial) information systems, and interruption, fa ilure or

breach of security thereof

Propertize relies on its (financial) information systems in particular to conduct its business. Propertize cannot assure

that interruptions, failures or breaches in security of these systems will not occur or, if they do occur, that they will be

adequately addressed. Any such interruptions, failures or breaches, even for a limited period of time, could result in, for

example:

25

• interruptions or errors in Propertize's financial administration;

• inability to identify in time or at all, inadequate, fraudulent, negligent and/or unauthorised dealings by

Propertize's employees or third parties;

• considerable costs in terms of, for example, information retrieval and verification.

Propertize's business operations are also vulnerable to interruptions from fire, flood, bomb threats, explosions or other

forms of terrorist activity and natural and man-made disasters. The same may apply for third parties on which Propertize

depends. Furthermore, Propertize cannot assure that interruptions, failures or breaches of Propertize's (financial)

information systems as a result of external fraud will not occur or, if they do occur, that they will be adequately

addressed.

A significant portion of Propertize's business rela tes to Propertize's dealings with third parties

A significant portion of Propertize's business relates to products and services which Propertize offers in co-operation

with third parties or in relation to which Propertize depends on third parties. Propertize cannot assure that these third

parties will continue their co-operation with Propertize, that the relationships with these third parties will continue to be

beneficial to Propertize. Negative publicity about these third parties, whether or not founded, could also harm

Propertize's reputation.

Catastrophic events, terrorist attacks and similar events could have a negative impact on the business and

results of Propertize

Catastrophic events, terrorist attacks and similar events, as well as the responses thereto may create economic and

political uncertainties, which could have a negative impact on economic conditions in the regions in which Propertize

operates and, more specifically, on the business and results of Propertize in ways that cannot be predicted.

If Propertize is in breach of any existing or new laws or regulations now or in the future, Propertize will be exposed to

the risk of intervention by relevant authorities, including investigation and surveillance, and judicial or administrative

proceedings. In addition, Propertize's reputation could suffer and Propertize could be fined or prohibited from engaging

in some of its business activities or be sued by customers if it does not comply with applicable laws or regulations.

RISK FACTORS REGARDING THE NOTES

In addition to the risks identified in ‘‘Risk Factors regarding the Issuer’’ above, potential investors in the Notes should

consider the following risks.

Risks related to the Notes generally

Set out below is a brief description of certain risks relating to the Notes generally.

Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount or premium from their principal amount tend to fluctuate

more in relation to general changes in interest rates than do prices for conventional interest-bearing securities.

Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional

interest-bearing securities with comparable maturities.

Modification, waivers and substitution

The conditions of MTN contain provisions for calling meetings of MTNholders of each Series to consider matters

affecting their interests. These provisions permit defined majorities to bind all MTNholders of the relevant Series,

26

including MTNholders who did not attend and vote at the relevant meeting and MTNholders who voted in a manner

contrary to the majority.

The conditions of MTN also provide that the Issue and Principal Paying Agent may, without the consent of MTNholders,

agree to (i) any modification (not being a modification requiring the approval of a meeting of MTNholders) of any of the

provisions of MTN which is not materially prejudicial to the interests of the MTNholders or (ii) any modification of MTN

which is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory

provisions of law or (iii) the substitution of another company as principal debtor under any MTN in place of the Issuer, in

the circumstances described in Condition 17 (Substitution of the Issuer) of the "Terms and Conditions of (non-STEP

compliant) Medium Term Notes". Any such modification, waiver or substitution will only have effect upon prior written

approval of the State of The Netherlands in which it has confirmed that after such modification, waiver or substitution,

MTN will continue to have the benefit of the Guarantee.

EU Savings Directive

If a payment were to be made or collected through a Member State which has opted for a withholding system and an

amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor any paying agent nor any

other person would be obliged to pay additional amounts with respect to any Notes as a result of the imposition of such

withholding tax. The Issuer is required to maintain a paying agent in a Member State that will not be obliged to withhold

or deduct tax pursuant to the Directive. EU Savings Directive means the EU Directive 2003/48/EC or any law

implementing or complying with, or introduced in order to conform to such EU Savings Directive. For further information

on the Directive on the taxation of savings income, see "Taxation – EU Savings Directive" below.

Tax consequences of holding the Notes

Potential investors should consider the tax consequences of investing in the Notes and consult their tax adviser about

their own tax situation. See also "Taxation", Condition 8 (Taxation) of the "Terms and Conditions of (non-STEP

compliant) Medium Term Notes", Condition 3 of the "Form of Global Euro-Commercial Paper Note" and Condition 2 of

the "Form of Definitive Euro-Commercial Paper Note".

Gross up obligation

Condition 8 (Taxation) of the "Terms and Conditions of (non-STEP compliant) Medium Term Notes" states that all

payments of principal and interest in respect of MTN and Coupons by or on behalf of the Issuer will be made free and

clear of, and without withholding or deduction for or on account of any present or future taxes or duties, assessments or

governmental charges of whatever nature imposed or levied, collected, withheld or assessed by or on behalf of The

Netherlands or any political subdivision or any authority thereof or therein having power to tax, unless such withholding

or deduction is required by law. In such event, the Issuer will pay such additional amounts as shall be necessary in

order that the net amounts received by the holders of MTN or Coupons after such withholding or deduction shall equal

the respective amounts of principal and interest which would otherwise have been receivable in respect of MTN or

Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts

shall be payable in the circumstances set forth in Condition 8 (Taxation). Additionally, Condition 8 (Taxation) provides

that reference in the Conditions to principal or interest shall be deemed to include any additional amounts in respect of

principal or interest (as the case may be) which may be payable under Condition 8 (Taxation). The State of The

Netherlands unconditionally and irrevocably guarantees the due payment of all amounts in principal and interest due by

the Issuer under the relevant Notes according and subject to (i) the Rules governing the Propertize Guarantee Scheme,

and (ii) the Guarantee Certificate issued under those Rules in respect of the relevant Notes. Those Rules and that

Guarantee Certificate are available at the Issuer's website (www.propertize.nl).

27

A withholding or deduction as described above is not required by Dutch law, nor is there any indication that such

withholding or deduction will be required in the foreseeable future. In the event that any withholding or deduction on

payments under MTN and Coupons will nevertheless become due under Dutch law, any additional amount to be paid by

the Issuer under Condition 8 (Taxation) should be deemed to be guaranteed by the State of The Netherlands under the

Guarantee Scheme. However, since the Guarantee Scheme does not explicitly provide this, there is no certainty on this.

Therefore, in the event that (i) a holder of MTN or Coupons is entitled to payment of principal or interest by the

Guarantor under the Guarantee Scheme and the Guarantee Certificate and (ii) a withholding of deduction as described

above will be required by Dutch law, such holder of MTN or Coupons may not receive such amounts equal to the

respective amounts of principal and interest which would otherwise have been receivable in respect of MTN or

Coupons, as the case may be, in the absence of such withholding or deduction.

MTN held in global form

MTN will initially be held by a common safekeeper for Euroclear and/or Clearstream, Luxembourg, in each case in the

form of a Global Note which will be exchangeable for Definitive Notes in limited circumstances as more fully described

in the section headed "Form of (non-STEP compliant) Medium Term Notes" below. Payments of principal, interest and

any other amounts on a Global Note will be made through Euroclear and/or Clearstream, Luxembourg (as the case may

be) against presentation or surrender (as the case may be) of the relevant Global Note and, in case of a Temporary

Global Note, certification as to non-U.S. beneficial ownership. The bearer of the relevant Global Note, being the

common safekeeper for Euroclear and/or Clearstream, Luxembourg, shall be treated by the Issuer and any paying

agent as the sole holder of the relevant MTN represented by such Global Note with respect to the payment of principal,

interest and any other amounts payable in respect of MTN.

In relation to any issue of MTN which have a denomination of EUR 100,000 (in such case defined as the minimum

"Specified Denomination ") plus a higher integral multiple of another smaller amount, it is possible that MTN may be

traded in amounts in excess of EUR 100,000 (or its equivalent in other currencies calculated by the rate of exchange at

the Relevant Issue Date) that are not integral multiples of EUR 100,000 (or its equivalent in other currencies calculated

by the rate of exchange at the Relevant Issue Date). In such a case a MTNholder who, as a result of trading such

amounts, holds a principal amount of less than the minimum Specified Denomination (a "Stub Amount ") may not

receive a Definitive Note in respect of such holding (should Definitive Notes be printed) and would need to purchase a

principal amount of MTN such that its holding amounts to a Specified Denomination. As long as the Stub Amount is held

in the Relevant Clearing System, the MTNholder will be unable or is not permitted to transfer this Stub Amount.

MTN which are represented by a Global Note will be transferable only in accordance with the rules and procedures for

the time being of Euroclear and/or Clearstream, Luxembourg, as the case may be.

Change of law and jurisdiction

The conditions of the Notes are governed by Dutch law in effect as at the date of this Information Memorandum. No

assurance can be given as to the impact of any possible change to Dutch law or administrative practice after the date of

this Information Memorandum.

Prospective investors should note that the courts of The Netherlands shall have jurisdiction in respect of any disputes

involving any Notes. Dutch law may be materially different from the equivalent law in the home jurisdiction of

prospective investors in its application to the Notes.

28

Financial transaction tax

On 14 February 2013, the European Commission adopted a proposal setting out the details of the financial transaction

tax, which mirrors the scope of its original proposal of September 2011, to be levied on transactions in financial

instruments by financial institutions if at least one of the parties to the transaction is located in the ‘FTT-zone’, currently

limited to 11 participating Member States (Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal,

Slovakia, Slovenia and Spain). The proposal was approved by the European Parliament in July 2013. Originally, the

adopted proposal foresaw the financial transaction tax for the 11 participating Member States entering into effect on 1

January 2014, but this seems no longer realistic. The European Commission expects the financial transaction tax to

enter into force towards the middle of 2014, which would then require the financial institutions and certain other parties

to pay tax on transactions in financial instruments with parties (including, with respect to the EU-wide proposal, its

affiliates) located in such FTT-zone. The actual implementation date would depend on the future approval of the

European Council and consultation of other EU institutions, and the subsequent transposition into local law.

The proposed financial transaction tax has a very broad scope and could, if introduced, in its current form, apply to

certain dealing in the Notes. The issuance and subscription of the Notes should be exempt. The rate for financial

instruments is a minimum of 0.1% of the purchase price (or market value if greater). However, the effective rate will be

higher - each financial institution party is separately liable for the tax, so transactions between two financial parties will

be taxed twice.

In certain circumstances, the Issuer and the Noteholders may be subject to US withholding tax under FATCA

Sections 1471 through 1474 of the U.S. Internal Revenue Code ("FATCA") impose a new reporting regime and

potentially a 30% withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a "foreign

financial institution ", or "FFI" (as defined by FATCA)) that does not become a "Participating FFI " by entering into an

agreement with the U.S. Internal Revenue Service ("IRS") to provide the IRS with certain information in respect of its

account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any

investor (unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the

investor is a U.S. person or should otherwise be treated as holding a "United States Account " of the Issuer (a

"Recalcitrant Holder "). The Issuer may be classified as an FFI. Where non-U.S. law prohibits disclosure of the

information required under a FATCA agreement with the IRS, a Noteholder will be required to agree to a waiver of such

law within a reasonable period of time.

The withholding at a rate of up to 30% on all, or a portion of, payments in respect of the Notes may be applied to

payments after 30 June 2014. This withholding does not apply to payments on Notes that are issued prior to 1 July 2014

(or, if later, the date that is six months after the date on which the final US Regulations that define "foreign passthru

payments " are published), unless the Notes are characterized as equity for US federal income tax purposes.

The FATCA withholding regime will be phased in beginning 1 July 2014 for payments from sources within the United

States and will apply to foreign passthru payments (a term not yet defined) no earlier than 1 January 2017. This

withholding would potentially apply to payments in respect of (i) any Notes characterized as debt (or which are not

otherwise characterized as equity and have a fixed term) for U.S. federal tax purposes that are issued on or after the

date (the "grandfathering date ") that is six months after the date on which final U.S. Treasury regulations define the

term foreign passthru payments, or which are materially modified on or after the grandfathering date and (ii) any Notes

characterized as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued.

On 18 December 2013 the Netherlands and the United States signed an intergovernmental agreement ("IGA") for the

automatic exchange of data between the tax authorities of both countries in relation to the implementation of FATCA.

29

Based on the IGA, it is expected that the Issuer will be a "Reporting Netherlands Financial Institution" for purposes of

FATCA, as long as it holds a banking license. Provided the Issuer and the government of the Netherlands comply with

their obligations under the IGA, the Issuer will not be subject to 30% FATCA withholding.

The obligations of the Issuer under the IGA include obtaining information from its account holders, which may include

investors in the Notes. Certain investors that do not provide to the Issuer the information required under FATCA to

establish that the investor is eligible to receive payments free of FATCA withholding may be subject to 30% U.S.

withholding on certain payments it receives in respect of the Notes.

If an amount in respect of FATCA withholding were to be deducted or withheld either from amounts due to the Issuer or

from interest, principal or other payments made in respect of the Notes, neither the Issuer nor any paying agent nor any

other person would, pursuant to the conditions of the Notes, be required to pay additional amounts as a result of the

deduction or withholding. As a result, investors may receive less interest or principal than expected.

Prospective investors should consult their tax advisers on how these rules may apply to the Issuer and to payments

they may receive in connection with the Notes.

TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, EACH TAXPAYER IS HEREBY NOTIFIED THAT: (A) ANY

TAX DISCUSSION HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY THE

TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL INCOME TAX PENALTIES THAT MAY BE

IMPOSED ON THE TAXPAYER; (B) ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE

PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) THE

TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN

INDEPENDENT TAX ADVISER.

Risks related to the market generally

Set out below is a brief description of the principal market risks.

The secondary market generally

Notes may have no established trading market when issued, and one may never develop. If a market does develop, it

may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them

with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for

Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment

objectives or strategies or have been structured to meet the investment requirements of limited categories of investors.

These types of Notes generally would have a more limited secondary market and more price volatility than conventional

debt securities. Illiquidity may have a severely adverse effect on the market value of Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to

currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the

"Investor's Currency ") other than the Specified Currency. These include the risk that exchange rates may significantly

change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and

the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An

appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (1) the Investor's

Currency-equivalent yield on the Notes, (2) the Investor's Currency-equivalent value of the principal payable on the

Notes and (3) the Investor's Currency- equivalent market value of the Notes.

30

Government and monetary authorities may impose (as some have done in the past) exchange controls that could

adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected,

or no interest or principal.

Interest rate risks

Investment in Fixed Rate MTN involves the risk that subsequent changes in market interest rates may adversely affect

the value of the Fixed Rate MTN. The value of Floating Rate MTN may be affected by market interest rate fluctuations

as well.

Credit ratings may not reflect all risks

One or more independent credit rating agencies will assign credit ratings to the Notes. These ratings may not reflect the

potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may

affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised

or withdrawn by the rating agency at any time. There is no assurance that a rating will remain for any given period of

time or that a rating will not be lowered or withdrawn by the relevant rating agency if, in its judgment, circumstances in

the future so warrant. In the event that a rating assigned to the Notes is subsequently lowered for any reason, the

market value of the Notes is likely to be adversely affected, but no person or entity is obliged to provide any additional

support or credit enhancement with respect to the Notes.

Risks relating to the Guarantee Scheme

The Guarantee Scheme was promulgated by the Guarantor on 22 January 2014. Changes to the Guarantee Scheme

cannot be excluded. The requirements and procedures for receiving payment under the Guarantee Scheme have not

yet been applied in practice. Payment may be demanded by a beneficiary only by the delivery by hand of a duly

completed and signed "notice of demand" in the form set out in the Rules, and, if so required by the Guarantor, by the

delivery in the form and substance satisfactory to the Guarantor of evidence of entitlement to the amount demanded.

This may result in a delay before beneficiaries are able to submit a valid claim and/or receive payment under the

Guarantee. In addition, the operation and interpretation of the Rules may be subject to discussion and uncertainty

generally.

Rating of the Guarantor

The rating of the Notes to be issued under the Programme are expected to be rated by Fitch and Moody's. Any such

rating will take into account the Guarantee provided by the State of The Netherlands. As at the date of this Information

Memorandum, the State of The Netherlands is rated "AAA" (long term) and "F1+" (short term) by Fitch, and "Aaa" (long

term) and "P1" (short term) by Moody's. In the event that the State of The Netherlands ceases to be rated "AAA" (long

term) and "F1+" (short term) by Fitch, and/or "Aaa" (long term) and "P1" (short term) by Moody's, this may result in a

review by Fitch and/or Moody's and could potentially result in a corresponding downgrade of the Notes.

Return on an investment in Notes will be affected b y charges incurred by investors

An investor's total return on an investment in any Notes will be affected by the level of fees charged by the nominee

service provider and/or clearing system used by the investor. Such a person or institution may charge fees for the

opening and operation of an investment account, transfers of Notes, custody services and on payments of interest,

principal and other amounts. Potential investors are therefore advised to investigate the basis on which any such fees

will be charged on the relevant Notes.

31

Legal investment considerations may restrict certai n investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or

regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to

what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of

borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult

their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable

risk- based capital or similar rules.

EMIR

EU Regulation 648/2012 on OTC derivatives, central counterparties and trade repositories (commonly known as the

European Market Infrastructure Regulation, or EMIR) entered into force on 16 August 2012. EMIR is part of the

European implementation of the commitments made at the G-20 Pittsburgh summit of September 2009 with regard to

over-the-counter (OTC) derivatives. In line with these commitments, EMIR aims to increase transparency regarding

OTC derivatives, reduce counterparty credit risks under OTC derivative transactions and reduce operational risks in

relation to those transactions. EMIR lays the ground for, among other things, the mandatory clearing of designated OTC

derivatives between certain parties through a central counterparty (CCP), risk management of derivatives transactions

that are not centrally cleared and the mandatory reporting of all exchange-traded and OTC derivatives to a trade

repository. Requirements pertaining to risk management entered into force on 15 March 2013. The mandatory reporting

of derivatives to a trade repository may take effect on 23 September 2013 although, in view of the date on which the first

trade repositories are expected to be registered, a later date is projected. The mandatory central clearing of OTC-

derivatives is not expected to take effect before mid-2014. Propertize cannot predict with certainty the impact of these

new regulations and rules and which impact it may have on financial markets generally, or on Propertize's business,

financial position and results of operations.

General risks

The value of the Notes may be influenced by national and international political, economic, social, environmental

circumstances and developments.

32

NOTICES TO INVESTORS

This Information Memorandum should be read and construed together with any amendments or supplements hereto

and with any documents incorporated herein by reference.

With respect to MTN, potential investors are informed that full information on the Issuer and any Series or Tranche of

MTN is only available on the basis of the combination of this Information Memorandum and the applicable Final Terms.

No person has been authorised to give any information or to make any representation not contained in or not consistent

with this Information Memorandum, any amendment or supplement hereto, any document incorporated by reference

herein, or the applicable Final Terms, or any other information supplied in connection with the Programme or the Notes

and, if given or made, such information or representation must not be relied upon as having been authorised by the

Issuer, the Arranger, the Dealer or the Guarantor.

Neither this Information Memorandum nor any other information supplied in connection with the Programme should be

considered as a recommendation by the Issuer, the Arranger, the Dealer or the Guarantor that any recipient of this

Information Memorandum or any other information supplied in connection with the Programme should purchase any

Notes. Accordingly, no representation, warranty or undertaking, express or implied, is made by the Arranger, the Dealer

or the Guarantor in their capacity as such. Each potential investor in the Notes must determine the suitability of that

investment in light of its own circumstances. In particular, each potential investor should:

1. have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks

of investing in the Notes (including an evaluation of the financial condition, creditworthiness and affairs of the

Issuer) and the information contained or incorporated by reference in this Information Memorandum, the

applicable Final Terms and any supplements;

2. have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular

financial situation, an investment in the Notes and the impact the Notes will have on its overall investment

portfolio;

3. have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including

Notes with principal or interest payable in one or more currencies, or where the currency for principal or

interest payments is different from the potential investor's currency;

4. understand thoroughly the terms of the Notes (including the Guarantee) and be familiar with the behaviour of

any relevant indices and financial markets; and

5. be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,

interest rate and other factors that may affect its investment and its ability to bear the applicable risks

(including, without limitation, those described in "Risk Factors" in this Information Memorandum).

A potential investor should not invest in Notes unless it has the expertise (either alone or with a financial adviser) to

evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the

impact this investment will have on the potential investor's overall investment portfolio.

The distribution of this Information Memorandum and any Final Terms and the offer or sale of Notes may be restricted

by law in certain jurisdictions. Persons into whose possession this Information Memorandum or any Final Terms come

must inform themselves about, and observe, any such restrictions. See "Subscription and Sale" below.

33

THE NOTES AND THE GUARANTEE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER

THE SECURITIES ACT AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED, SOLD OR

DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS

DEFINED IN REGULATION S UNDER THE SECURITIES ACT). UNDER THE PROGRAMME, THE ISSUER MAY

ISSUE THE NOTES OUTSIDE THE UNITED STATES PURSUANT TO REGULATION S UNDER THE SECURITIES

ACT.

This Information Memorandum may only be used for the purpose for which it has been published. This Information

Memorandum and any Final Terms do not constitute an offer or an invitation to subscribe for or purchase any Notes.

This Information Memorandum may not be used for any offering to the public of Notes or any admittance to trading on a

regulated market of MTN having the benefit of the Guarantee in any jurisdiction which would require the approval and

publication of a prospectus under the Prospectus Directive. This Information Memorandum and any Final Terms may

not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is

not authorised or to any person to whom it is unlawful to make such offer or solicitation. None of the Issuer, the

Arranger, the Dealer or the Guarantor represent that this Information Memorandum may be lawfully distributed, or that

Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction. In

particular, no action has been taken by the Issuer, the Arranger or the Dealer which would permit a public offering of the

Notes or distribution of this document in any jurisdiction where action for that purpose is required.

In connection with the issue of any Series or Tranche of MTN, the Dealer named as the Stabilising Manager in the

applicable Final Terms (or person acting on behalf of a Stabilising Manager) may over-allot MTN or effect transactions

with a view to supporting the market price of the MTN at a level higher than that which might otherwise prevail.

However, there is no assurance that the Stabilising Manager (or person acting on behalf of a Stabilising Manager) will

undertake stabilisation action. Any stabilisation action may begin at any time after the adequate public disclosure of the

final terms of the offer of the relevant Series or Tranche of MTN and, if begun, may be ended at any time, but it must

end no later than the earlier of thirty (30) days after the issue date of the relevant Series or Tranche of MTN and sixty

(60) days after the date of the allotment of the relevant Series or Tranche of MTN. Any stabilisation or over-allotment

must be conducted by the Stabilising Manager (or person acting on behalf of a Stabilising Manager) in accordance with

all applicable laws and rules. Any loss resulting from any such over-allotment or stabilisation shall be borne, and any net

profit arising therefrom shall be retained, by the Stabilising Manager for its own account.

34

USE OF PROCEEDS

The net proceeds from each issue of Notes will be applied by the Issuer towards refinancing and repayment of a

temporary loan of EUR 4,054,900,000 that SNS Bank N.V. has provided to the Issuer. After this temporary loan is fully

repaid, the proceeds from the issue of Notes will be applied by the Issuer for its general corporate purposes.

35

THE GUARANTEE

Below is a summary of the Rules as they stand on the date hereof.

The Guarantor will issue a Guarantee Certificate in the form as set out in the Rules with respect to Notes which have

the benefit of the Guarantee. In order to have the benefit of the Guarantee, the Notes must qualify as Eligible Debt

Instruments (as defined in the Rules). In order for Notes to qualify as Eligible Debt Instruments they must satisfy the

Debt Instruments Eligibility Criteria (as defined in the Rules). Pursuant to the Debt Instruments Eligibility Criteria, inter

alia, the Notes may not be, in the opinion of the Guarantor, a complex financial instrument, must be denominated in

Euro, Sterling, or U.S. Dollars, have a tenor of no less than one (1) day and no more than ten (10) years, provided that

no Notes will be issued with a maturity date beyond 31 December 2023 and the terms and conditions of such Notes

may not include cross-default, acceleration or cross-acceleration provisions, or any right of prepayment of principal by

the Issuer.

Upon the issuance of a Guarantee Certificate by the Guarantor in respect of Notes which have the benefit of the

Guarantee, the Guarantor unconditionally and irrevocably:

1. guarantees the due payment of all amounts in principal and interest due by the Issuer under the Notes

according and subject to (i) the Rules governing the Propertize Guarantee Scheme, and (ii) the Guarantee

Certificate issued under those Rules in respect of the relevant Notes; and

2. agrees for the benefit of each relevant Beneficiary (as defined in the Rules) that, whenever the Issuer fails to

pay (in whole or in part) any amount in principal or interest expressed to be due and payable on a Scheduled

Payment Date (as defined in the Rules) under the terms of the relevant Notes, the Guarantor shall, on

demand by that Beneficiary, pay such amount of principal or interest to that Beneficiary.

A Beneficiary may demand payment by the Guarantor under the Guarantee only by delivery by hand to the Guarantor of

a duly completed and signed "Notice of Demand" in the form as set out in the Rules, and, if so required by the

Guarantor, by the delivery in the form and substance satisfactory to the Guarantor of evidence of its entitlement to the

amount so demanded by it. If the conditions set out in the Rules have been satisfied, the Guarantor shall make a

payment under the Guarantee as soon as possible, but in any event within ten (10) business days after a valid and duly

completed "Notice of Demand" and, if so required, any evidence of entitlement as referred to above, has been received

by the Guarantor.

Any payment by the Guarantor under the Guarantee shall be made to the person to whom, and in the manner in which,

that payment should have been made under the terms of the relevant Notes as if that payment had been made by the

Issuer itself.

The Rules (including any Guarantee Certificate) are governed by Dutch law. The Courts of Amsterdam, The

Netherlands, have exclusive jurisdiction to settle any dispute arising out of or in connection with the Rules (including any

Guarantee Certificate).

The Rules (including the form of Guarantee Certificate and the Debt Instruments Eligibility Criteria) may be subject to

change by the Guarantor.

36

The Rules and any Guarantee Certificate issued in respect of the Notes that are outstanding are incorporated by

reference in this Information Memorandum, see "Documents incorporated by Reference" below. The Rules and the

relevant Guarantee Certificate(s) are available at the Issuer's website (www.propertize.nl).

37

EUROSYSTEM ELIGIBILITY

The European Central Bank ("ECB") and the national central banks of member states of the European Union (the

"Member States ") whose currency is the Euro may conduct credit operations with credit institutions and other market

participants, with lending being based on adequate collateral. The primary objective of the Eurosystem is to maintain

price stability and to support the general economic policies in the European Union.

The standard conditions under which the ECB and the Member States stand ready to enter into credit operations,

including the criteria determining the eligibility of collateral for the purposes of Eurosystem credit operations, are laid

down in Guideline ECB/2011/14 of 20 September 2011 (as amended) on monetary policy instruments and procedures

of the Eurosystem (the "General Framework ") as well as Guideline ECB/2013/4 of 20 March 2013 on additional

temporary measures relating to Eurosystem refinancing operations and eligibility of collateral (the "Temporary

Framework "). A systematic overview is included in the Schedule below. 1

Eligibility criteria Marketable assets

Type of asset ECB debt certificates

Other marketable debt instruments: e.g.

Central government debt instruments

Debt instruments issued by central banks

Local and regional government debt instruments

Supranational debt instruments

Covered bank bonds

Credit institutions debt instruments

Debt instruments issued by corporate and other issuers

Asset-backed securities

Credit standards The asset must meet high credit standards. The high

credit standards are assessed using Eurosystem Credit

Assessment Framework ("ECAF") rules for marketable

assets

Place of issue * European Economic Area ("EEA")

Settlement / handling procedures Place of settlement: EEA

Instruments must be centrally deposited in book-entry

form with central banks or a securities settlement system

("SSS") fulfilling the ECB’s minimum standards

Type of issuer / debtor / guarantors Central banks

Public sector

Private sector

1 Source: European Central Bank

38

International and supranational institutions

Place of establishment of the issuer* / debtor / guarantor Issuer: EEA or non-EEA G10 countries

Debtor: EEA

Guarantor: EEA

Acceptable markets Regulated markets

Non-regulated markets accepted by the ECB2

Currency* Euro

Cross-border use Yes

* or as further specified in the Temporary framework

The Notes issued under the Programme are to be issued in a manner which will allow such Eurosystem eligibility. This

means that the Notes are intended upon issue to be deposited with one of the ICSDs as Common Safekeeper, and

registered in the name of a nominee of one of the ICSDs acting as Common Safekeeper, that is, held under the new

safekeeping structure as designated by the ECB. This does not necessarily mean that such Notes will be recognised as

eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or

at any or all times during their life. Such recognition will ultimately depend upon the ECB being satisfied that the

Eurosystem eligibility criteria have been met.

2 The STEP market has been accepted as a non-regulated market for collateral purposes in credit operations of the Eurosystem.

39

TAXATION

General

The following is a general summary of certain Netherlands tax consequences of the acquisition, holding and disposal of

the Notes. This summary does not purport to describe all possible tax considerations or consequences that may be

relevant to a holder or prospective holder of Notes and does not purport to deal with the tax consequences applicable to

all categories of investors, some of which (such as investors that are subject to taxation in Bonaire, Sint Eustatius and

Saba and trusts or similar arrangements) may be subject to special rules. In view of its general nature, it should be

treated with corresponding caution. Holders or prospective holders of Notes should consult with their tax advisers with

regard to the tax consequences of investing in the Notes in their particular circumstances. The discussion below is

included for general information purposes only.

Except as otherwise indicated, this summary only addresses Netherlands national tax legislation and published

regulations, as in effect on the date hereof and as interpreted in published case law until this date, without prejudice to

any amendment introduced at a later date and implemented with or without retroactive effect.

Withholding tax

All payments of principal and/or interest made by the Issuer under the Notes may be made free of withholding or

deduction of, for or on account of any taxes of whatever nature imposed, levied, withheld or assessed by the

Netherlands or any political subdivision or taxing authority thereof or therein.

Taxes on income and capital gains

Please note that the summary in this section does not describe the Netherlands tax consequences for:

(i) holders of Notes if such holders, and in the case of individuals, his/her partner or certain of their relatives by

blood or marriage in the direct line (including foster children), have a substantial interest or deemed

substantial interest in the Issuer under The Netherlands Income Tax Act 2001 (in Dutch: "Wet

inkomstenbelasting 2001"). Generally speaking, a holder of securities in a company is considered to hold a

substantial interest in such company, if such holder alone or, in the case of individuals, together with his/her

partner (as defined in The Netherlands Income Tax Act 2001), directly or indirectly, holds (i) an interest of 5%

or more of the total issued and outstanding capital of that company or of 5% or more of the issued and

outstanding capital of a certain class of shares of that company; or (ii) rights to acquire, directly or indirectly,

such interest; or (iii) certain profit sharing rights in that company that relate to 5% or more of the company’s

annual profits and/or to 5% or more of the company’s liquidation proceeds. A deemed substantial interest

arises if a substantial interest (or part thereof) in a company has been disposed of, or is deemed to have been

disposed of, on a non-recognition basis;

(ii) pension funds, investment institutions (in Dutch: "fiscale beleggingsinstellingen"), exempt investment

institutions (in Dutch: "vrijgestelde beleggingsinstellingen") (as defined in The Netherlands Corporate Income

Tax Act 1969; in Dutch: "Wet op de vennootschapsbelasting 1969") and other entities that are exempt from

Netherlands corporate income tax; and

40

(iii) holders of Notes who are individuals for whom the Notes or any benefit derived from the Notes are a

remuneration or deemed to be a remuneration for activities performed by such holders or certain individuals

related to such holders (as defined in The Netherlands Income Tax Act 2001).

Residents of the Netherlands

Generally speaking, if the holder of Notes is an entity that is a resident or deemed to be resident of the Netherlands for

Netherlands corporate income tax purposes, any payment under the Notes or any gain or loss realized on the disposal

or deemed disposal of the Notes is subject to Netherlands corporate income tax at a rate of 25% (a corporate income

tax rate of 20% applies with respect to taxable profits up to €200,000, the bracket for 2013).

If a holder of Notes is an individual, resident or deemed to be resident of the Netherlands for Netherlands income tax

purposes (including the non-resident individual holder who has made an election for the application of the rules of The

Netherlands Income Tax Act 2001 as they apply to residents of the Netherlands), any payment under the Notes or any

gain or loss realized on the disposal or deemed disposal of the Notes is taxable at the progressive income tax rates

(with a maximum of 52%), if:

(i) the Notes are attributable to an enterprise from which the holder of Notes derives a share of the profit, whether

as an entrepreneur or as a person who has a co entitlement to the net worth of such enterprise without being

a shareholder (as defined in The Netherlands Income Tax Act 2001); or

(ii) the holder of Notes is considered to perform activities with respect to the Notes that go beyond ordinary asset

management (in Dutch: "normaal, actief vermogensbeheer") or derives benefits from the Notes that are

(otherwise) taxable as benefits from other activities (in Dutch: "resultaat uit overige werkzaamheden").

If the above-mentioned conditions (i) and (ii) do not apply to the individual holder of Notes, such holder will be taxed

annually on a deemed income of 4% of his/her net investment assets for the year at an income tax rate of 30%. The net

investment assets for the year are the fair market value of the investment assets less the allowable liabilities on 1

January of the relevant calendar year. The Notes are included as investment assets. A tax free allowance may be

available. An actual gain or loss in respect of the Notes is as such not subject to Netherlands income tax.

Non-residents of the Netherlands

A holder of Notes that is neither resident nor deemed to be resident of the Netherlands nor has made an election for the

application of the rules of The Netherlands Income Tax Act 2001 as they apply to residents of the Netherlands will not

be subject to Netherlands taxes on income or capital gains in respect of any payment under the Notes or in respect of

any gain or loss realized on the disposal or deemed disposal of the Notes, provided that:

(i) such holder does not have an interest in an enterprise or deemed enterprise (as defined in The Netherlands

Income Tax Act 2001 and The Netherlands Corporate Income Tax Act 1969) which, in whole or in part, is

either effectively managed in the Netherlands or carried on through a permanent establishment, a deemed

permanent establishment or a permanent representative in the Netherlands and to which enterprise or part of

an enterprise the Notes are attributable; and

41

(ii) in the event the holder is an individual, such holder does not carry out any activities in the Netherlands with

respect to the Notes that go beyond ordinary asset management and does not derive benefits from the Notes

that are (otherwise) taxable as benefits from other activities in the Netherlands.

Gift and inheritance taxes

Residents of the Netherlands

Gift or inheritance taxes will arise in the Netherlands with respect to a transfer of the Notes by way of a gift by, or on the

death of, a holder of such Notes who is resident or deemed resident of the Netherlands at the time of the gift or his/her

death.

Non-residents of the Netherlands

No Netherlands gift or inheritance taxes will arise on the transfer of Notes by way of gift by, or on the death of, a holder

of Notes who is neither resident nor deemed to be resident in the Netherlands, unless:

(i) in the case of a gift of a Note by an individual who at the date of the gift was neither resident nor deemed to be

resident in the Netherlands, such individual dies within 180 days after the date of the gift, while being resident

or deemed to be resident in the Netherlands; or

(ii) the transfer is otherwise construed as a gift or inheritance made by, or on behalf of, a person who, at the time

of the gift or death, is or is deemed to be resident in the Netherlands.

For purposes of Netherlands gift and inheritance taxes, amongst others, a person that holds the Netherlands nationality

will be deemed to be resident in the Netherlands if such person has been resident in the Netherlands at any time during

the ten years preceding the date of the gift or his/her death. Additionally, for purposes of Netherlands gift tax, amongst

others, a person not holding the Netherlands nationality will be deemed to be resident in the Netherlands if such person

has been resident in the Netherlands at any time during the twelve months preceding the date of the gift. Applicable tax

treaties may override deemed residency.

Value added tax (VAT)

No Netherlands VAT will be payable by the holders of the Notes on any payment in consideration for the issue of the

Notes or with respect to the payment of interest or principal by the Issuer under the Notes.

Other taxes and duties

No Netherlands registration tax stamp duty or any other similar documentary tax or duty will be payable by the holders

of the Notes in respect or in connection with the issue of the Notes or with respect to the payment of interest or principal

by the Issuer under the Notes.

EU Savings Directive

Under the European Union Directive on the taxation of savings income (Council Directive 2003/48/EC, the "EU Savings

Directive"), each Member State is required to provide to the tax authorities of another Member State details of payments

42

of interest or other similar income paid by a person within its jurisdiction to, or collected by such a person for, an

individual resident in that other Member State; however, for a transitional period, Austria and Luxembourg may instead

apply a withholding system in relation to such payments, deducting tax at a rate of 35%. The transitional period is to

terminate at the end of the first full fiscal year following agreement by certain non-EU countries to the exchange of

information relating to such payments. Luxembourg has announced that it will no longer apply the withholding tax

system as from 1 January 2015 and will provide details of payments of interest (or similar income) as from this date.

A number of non-EU countries, and certain dependent or associated territories of certain Member States, have agreed

to adopt similar measures (either provision of information of transitional withholding) in relation to payments made by a

person within its jurisdiction to, or collected by such a person for, an individual resident in a Member State. In addition,

the Member States have entered into reciprocal provision of information arrangements or transitional withholding

arrangements with certain of those dependent or associated territories in relation to payments made by a person in a

Member State to, or collected by such a person for, an individual resident in one of those territories.

The European Commission has published proposals for amendments to the EU Savings Directive, which, if

implemented, would amend and broaden the scope of the requirements above.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the U.S. Internal Revenue Code ("FATCA") impose a new reporting regime and

potentially a 30% withholding tax with respect to certain payments to (i) any non-U.S. financial institution (a "foreign

financial institution ", or "FFI" (as defined by FATCA)) that does not become a "Participating FFI " by entering into an

agreement with the U.S. Internal Revenue Service ("IRS") to provide the IRS with certain information in respect of its

account holders and investors or is not otherwise exempt from or in deemed compliance with FATCA and (ii) any

investor (unless otherwise exempt from FATCA) that does not provide information sufficient to determine whether the

investor is a U.S. person or should otherwise be treated as holding a "United States Account " of the Issuer (a

"Recalcitrant Holder "). The Issuer may be classified as an FFI. Where non-U.S. law prohibits disclosure of the

information required under a FATCA agreement with the IRS, a Noteholder will be required to agree to a waiver of such

law within a reasonable period of time.

The withholding at a rate of up to 30% on all, or a portion of, payments in respect of the Notes may be applied to

payments after 30 June 2014. This withholding does not apply to payments on Notes that are issued prior to 1 July 2014

(or, if later, the date that is six months after the date on which the final US Regulations that define "foreign passthru

payments " are published), unless the Notes are characterized as equity for US federal income tax purposes.

The FATCA withholding regime will be phased in beginning 1 July 2014 for payments from sources within the United

States and will apply to foreign passthru payments (a term not yet defined) no earlier than 1 January 2017. This

withholding would potentially apply to payments in respect of (i) any Notes characterized as debt (or which are not

otherwise characterized as equity and have a fixed term) for U.S. federal tax purposes that are issued on or after the

date (the "grandfathering date ") that is six months after the date on which final U.S. Treasury regulations define the

term foreign passthru payments, or which are materially modified on or after the grandfathering date and (ii) any Notes

characterized as equity or which do not have a fixed term for U.S. federal tax purposes, whenever issued.

On 18 December 2013 the Netherlands and the United States signed an intergovernmental agreement ("IGA") for the

automatic exchange of data between the tax authorities of both countries in relation to the implementation of FATCA.

43

Based on the IGA, it is expected that the Issuer will be a "Reporting Netherlands Financial Institution" for purposes of

FATCA, as long as it holds a banking license. Provided the Issuer and the government of the Netherlands comply with

their obligations under the IGA, the Issuer will not be subject to 30% FATCA withholding.

The obligations of the Issuer under the IGA include obtaining information from its account holders, which may include

investors in the Notes. Certain investors that do not provide to the Issuer the information required under FATCA to

establish that the investor is eligible to receive payments free of FATCA withholding may be subject to 30% U.S.

withholding on certain payments it receives in respect of the Notes.

If an amount in respect of FATCA withholding were to be deducted or withheld either from amounts due to the Issuer or

from interest, principal or other payments made in respect of the Notes, neither the Issuer nor any paying agent nor any

other person would, pursuant to the conditions of the Notes, be required to pay additional amounts as a result of the

deduction or withholding. As a result, investors may receive less interest or principal than expected.

Prospective investors should consult their tax advisers on how these rules may apply to the Issuer and to payments

they may receive in connection with the Notes.

TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, EACH TAXPAYER IS HEREBY NOTIFIED THAT: (A) ANY

TAX DISCUSSION HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY THE

TAXPAYER FOR THE PURPOSE OF AVOIDING U.S. FEDERAL INCOME TAX PENALTIES THAT MAY BE

IMPOSED ON THE TAXPAYER; (B) ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE

PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS ADDRESSED HEREIN; AND (C) THE

TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN

INDEPENDENT TAX ADVISER.

44

SUBSCRIPTION AND SALE

The Dealer has in a dealer agreement dated 22 January 2014 (the "Dealer Agreement ") (as amended from time to

time) agreed with the Issuer a basis upon which it may from time to time agree to purchase Notes. Any such agreement

will extend to those matters stated under "Form of (non-STEP compliant) Medium Term Notes" and "Terms and

Conditions of (non-STEP compliant) Medium Term Notes". In the Dealer Agreement, the Issuer has agreed to

reimburse the Dealer for certain of its expenses in connection with the establishment of the Programme and the issue of

Notes under the Programme.

General

The Dealer has represented, warranted and agreed and each further dealer appointed under the Programme will be

required to represent and agree that it will (to the best of its knowledge and belief) comply with all applicable securities

laws and regulations in force in any jurisdiction in which it purchases, offers or sells Notes or possesses or distributes

this Information Memorandum and will obtain any consent, approval or permission required by it for the purchase, offer,

sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which

it makes such purchases, offers or deliveries and the Issuer shall not have any responsibility therefore. None of the

Issuer, the Guarantor and the Dealer represents that Notes may at any time lawfully be sold in compliance with any

applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or

assumes any responsibility for facilitating such sale. With regard to each Series or Tranche of MTN, the Dealer will be

required to comply with any other additional restrictions set out in the applicable Final Terms.

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive

(each, a "Relevant Member State "), the Dealer has represented, warranted and agreed, and each further dealer

appointed under the Programme will be required to represent, warrant and agree, that with effect from and including the

date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation

Date") it has not made and will not make an offer of Notes to the public which are the subject of the offering

contemplated by this Information Memorandum in relation thereto to the public in that Relevant Member State, except

that it may, with effect from and including the Relevant Implementation Date, make an offer of such Notes to the public

in that Relevant Member State at any time:

1. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

2. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD

Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus

Directive), subject to obtaining the prior consent of the Dealer or any other dealer nominated by the Issuer for

any such offer; or

3. in any other circumstances falling within Article 3(2)of the Prospectus Directive,

provided that no such offer of Notes referred to in (1) to (3) above shall require the Issuer, the Dealer or any other

dealer appointed under the Programme to publish a prospectus pursuant to Article 3 of the Prospectus Directive or

supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression "an offer of Notes to the public " in relation to any Notes in any

Relevant Member State means the communication in any form and by any means of sufficient information on the terms

of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes, as the

45

same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that

Relevant Member State and the expression "Prospectus Directive " means Directive 2003/71/EC (and amendments

thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and

includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending

Directive " means Directive 2010/73/EU.

In relation to each Relevant Member State, the Dealer has further represented, warranted and agreed, and each further

dealer appointed under the Programme will be required to represent and agree, that it has not made and will not make

an offer of Notes to the public in that Relevant Member State other than in compliance with the laws and regulations of

such Relevant Member State.

United Kingdom

The Dealer has represented, warranted and agreed, and each further dealer appointed under the Programme will be

required to represent and agree, that:

1. in relation to any Notes having a maturity of less than One Year:

(a) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of

investments (as principal or agent) for the purposes of its business; and

(b) it has not offered or sold and will not offer or sell any Notes other than to persons:

(i) whose ordinary activities involve them in acquiring, holding, managing or disposing of

investments (as principal or agent) for the purposes of their businesses; or

(ii) who it is reasonable to expect will acquire, hold, manage or dispose of investments (as

principal or agent) for the purposes of their businesses,

where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and

Markets Act 2000 (the "FSMA") by the Issuer;

2. it has only communicated or caused to be communicated and will only communicate or cause to

communicate, any invitation or inducement to engage in investment activity (within the meaning of Section 21

of the FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which Section

21(1) of the FSMA does not, or in case of the Issuer would not, if it was not an authorised person, apply to the

Issuer or the Guarantor; and

3. it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it

in relation to any Notes in, from or otherwise involving the United Kingdom.

United States of America

1. The Notes and the guarantee relating to any Guarantee Certificate have not been and will not be registered

under the Securities Act and may not be offered or sold within the United States or to, or for the account or

benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the

Securities Act. Terms used in this paragraph have the meaning given to them by Regulation S under the

Securities Act ("Regulation S "). Notes in bearer form are subject to U.S. tax law requirements and may not be

offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain

transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them

by the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder. The Dealer has

46

represented, warranted and agreed and each further dealer appointed under the Programme will be required

to represent and agree, that it its affiliates (as defined in Rule 405 under the Securities Act) or any person

acting on its or their behalf has offered and sold any Notes, and will offer and sell any Notes (i) as part of their

distribution at any time and (ii) otherwise until forty (40) days after the completion of the distribution of all

Notes of the Series or Tranche of which such Notes are a part, as determined and notified as provided below,

only in accordance with Rule 903 of Regulation S. Accordingly, the Dealer has further represented, warranted

and agreed and each further dealer appointed under the Programme will be required to represent and agree,

that it, its affiliates and any person acting on its or their behalf have not engaged and will not engage in any

directed selling efforts with respect to any Note, and it has complied and will comply with the offering

restrictions requirement of Regulation S. A dealer who has subscribed for Notes of a Series or Tranche

hereunder (or in case of a sale of a Series or Tranche of Notes issued to or through more than one dealer,

each of such dealers as to the Notes of such Series or Tranche subscribed for by or through it or, in case of a

syndicated issue, the relevant Lead Manager) shall determine and notify to the Issue and Principal Paying

Agent the completion of the distribution by it of the Notes of such Series or Tranche. On the basis of such

notification or notifications, the Issue and Principal Paying Agent will notify such dealer/Lead Manager of the

end of the distribution compliance period with respect to such Series or Tranche. The Dealer has also agreed

that, and each further dealer appointed under the Programme will be required to agree that, at or prior to

confirmation of sale of Notes, it will have sent to each distributor, dealer or person receiving a selling

concession, fee or other remuneration that purchases Notes from it during the distribution compliance period a

confirmation or notice to substantially the following effect:

'The securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities

Act") and may not be offered, sold or delivered within the United States or to, or for the account or benefit of,

U.S. persons (i) as part of their distribution at any time or (ii) otherwise until forty (40) days after the completion

of the distribution of the Securities as determined and notified by the Issue and Principal Paying Agent to the

[name of the relevant dealer], except in either case in accordance with Regulation S under the Securities Act.

Terms used above have the meanings given to them in Regulation S.'

Terms used in this Clause 1 have the meanings given to them by Regulation S.

In addition, until forty (40) days after the commencement of the offering of Notes comprising any Series or

Tranche, any offer or sale of Notes of such Series or Tranche within the United States by any dealer (whether

or not participating in the offering) may violate the registration requirements of the Securities Act.

2. In addition (but only in relation to MTN with an initial maturity in excess of One Year that are treated as issued

in bearer form for US federal income tax purposes):

where TEFRA D is specified in the applicable Final Terms:

(a) except to the extent permitted under U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the "D Rules "), the

Dealer represents and agrees, and each further dealer appointed under the Programme will be

required to represent and agree, that (a) it has not offered or sold, and agrees that during the

restricted period it will not offer or sell, Notes in bearer form to a person who is within the United

States or its possessions or to a U.S. person, and (b) represents that it has not delivered and agrees

that it will not deliver within the United States or its possessions Definitive Notes in bearer form that

are sold during the restricted period;

47

(b) the Dealer represents, and each further dealer appointed under the Programme will be required to

represent, that it has and agrees that throughout the restricted period it will have in effect procedures

reasonably designed to ensure that its employees or agents who are directly engaged in selling

Notes in bearer form are aware that such Notes may not be offered or sold during the restricted

period to a person who is within the United States or its possessions or to a U.S. person, except as

permitted by the D Rules;

(c) if it is a U.S. person, the Dealer represents, and each further dealer appointed under the Programme

will be required to represent, that it is acquiring the Notes for purposes of resale in connection with

their original issuance and if it retains Notes in bearer form for its own account, it will only do so in

accordance with the requirements of U.S. Treas. Reg. §1.163-5(c)(2)(i)(D)(6); and

(d) with respect to each affiliate that acquires Notes from a dealer for the purpose of offering or selling

such Notes during the restricted period, such dealer repeats and confirms the representations and

agreements contained in subparagraphs (a), (b) and (c) on such affiliate's behalf.

Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations

thereunder, including the D Rules.

where TEFRA C is specified in the applicable Final Terms:

The Dealer understands that under U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the "C Rules "), Notes in bearer form must be

issued and delivered outside the United States and its possessions in connection with their original issuance. The

Dealer represents and agrees, and each further dealer appointed under the Programme will be required to represent

and agree, that it has not offered, sold or delivered, and will not offer, sell or deliver, directly or indirectly, Notes in

bearer form within the United States or its possessions in connection with their original issuance. Further, in connection

with the original issuance of Notes in bearer form, the Dealer has not communicated, and will not communicate, directly

or indirectly, with a prospective purchaser if either the Dealer or the prospective purchaser is within the United States or

its possessions or otherwise involve a U.S. office of the Dealer in the offer or sale of Notes in bearer form. Terms used

in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and regulations thereunder,

including the C Rules.

48

GENERAL INFORMATION

Authorisation

The establishment of the Programme and each future issue of Notes under the Programme was duly authorized by a

resolution of the Management Board of the Issuer dated 17 December 2013 and by a resolution of the Supervisory

Board of the Issuer dated 17 December 2013. All consents, approvals, authorizations or other orders of all regulatory

authorities required by the Issuer under Dutch law have been or will be obtained for the issue of Notes and for the

Issuer to undertake and perform its obligations under the Dealer Agreement, the Agency Agreement and the Notes.

Legal proceedings

During the financial year 2012 reasonable suspicion of irregularities were identified in respect of invoices and expense

reimbursement claims regarding the engagement by Propertize of third parties and cooperation with third parties. This

has partly occurred at management and supervisory levels on projects.

Currently, these irregularities are under investigation by both Propertize and the authorities (e.g. enforcement agencies,

Public Prosecutor’s Office). It cannot be excluded that upon completion of these investigations, the results of these

investigations could affect the valuation of assets and liabilities of Propertize.

Furthermore, Propertize is involved in governmental, legal and arbitration proceedings that relate to claims by and

against it which ensue from its normal business operations. Although it is impossible to predict the result of pending or

threatened governmental, legal and arbitration procedures, based on the information currently available and after

consulting legal advisors, Propertize believes that the results of these proceedings are unlikely to significantly affect the

financial position or results of the activities of Propertize.

Listing

Application may be made for the relevant MTN to be issued under the Programme to be admitted to listing on the

Official List and to trading on the Luxembourg Regulated Market, on Euronext Amsterdam and on any other stock

exchange(s) as specified in the applicable Final Terms. The Issuer may also issue unlisted MTN under the Programme.

No application will be made at any time to list ECP on any stock exchange.

This Information Memorandum and each Final Terms issued in connection with the MTN admitted to listing on the

Official List and to trading on the Luxembourg Regulated Market will be published in electronic form on the website of

the Luxembourg Stock Exchange (www.bourse.lu). The Final Terms issued in respect of any MTN admitted to trading

on Euronext Amsterdam will be available free of charge at the registered office of the Issuer and from the office of the

Issue and Principal Paying Agent.

Clearing and Settlement Systems

The Notes have been accepted for clearance through Euroclear, Clearstream, Luxembourg and LCH.Clearnet (the

securities clearing corporation of Euronext Amsterdam). The appropriate common code and ISIN for each Series or

Tranche allocated by Euroclear, Clearstream, Luxembourg and LHC.Clearnet, and any other relevant security code, will

be specified in the applicable Final Terms for MTN.

Clearing systems addresses

49

The address of Euroclear is 3 Boulevard de Roi Albert II, B.1210 Brussels, Belgium. The address of Clearstream,

Luxembourg is 42 Avenue J.F. Kennedy, L-1855 Luxembourg. The address of LCH.Clearnet Group Ltd. is Aldgate

House, 33 Aldgate High Street, London EC3N 1EA, United Kingdom.

50

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be deemed to be incorporated in, and to form part of, this Information Memorandum from

time to time:

1. Propertize's most recent articles of association (in the original Dutch language version as well as an English

translation thereof);

2. any independent audited and unaudited financial statements, whether annual or interim, of Propertize that are

required to be made public in accordance with applicable laws;

3. the Rules; and

4. any Guarantee Certificate issued in respect of the Notes that are outstanding.

These documents can be obtained free of charge at the offices of Propertize and the Issue and Principal Paying Agent,

each as set out at the end of this Information Memorandum. This Information Memorandum and the documents

incorporated by reference herein can also be found at the Issuer's website (www.propertize.nl).

All documents that have been incorporated by reference will also be available to view on the Luxembourg Stock

Exchange website (www.bourse.lu).

51

FORM OF GLOBAL EURO-COMMERCIAL PAPER NOTE

European Commercial Paper ("ECP") covered hereby has not been and will not be registered under the U.S. Securities

Act of 1933, as amended (the "Securities Act ") and may not be offered, sold or delivered within the United States or to,

or for the account or benefit of, U.S. persons. Terms used above have the meanings given to them by Regulation S

under the Securities Act.

By accepting this obligation, the holder represents and warrants that it is not a U.S. person (other than an exempt

recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder) and that it is not

acting for or on behalf of a U.S. person (other than an exempt recipient described in section 6049(b)(4) of the Internal

Revenue Code and the regulations thereunder).

Propertize B.V.

(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)

incorporated in The Netherlands)

GUARANTEED BY THE STATE OF THE NETHERLANDS

(Staat der Nederlanden)

No.: ___________________________________________ Series No.: ___________________________________________

Issue Date: _____________________________________ Maturity Date:1_________________________________________

Issue Price: ____________________________________ Reference Rate: : _______ LIBOR/EURIBOR2

Margin: ________________________________________ Specified Currency:3 ____________________________________

Denomination:4 _________________________________ Principal Amount: ______________________________________

ISIN Code: _____________________________________ Common Code: _______________________________________

Fixed Interest Rate: _______% per annum ____________ Interest Payment Dates: _________________________________

Minimum Redemption Amount: 5 __________________ %

Intended to be held in manner which would allow Eurosystem eligibility: [Yes]/[No]

Note that the designation "yes" simply means that ECP is intended upon issue to be deposited with one of the ICSDs as

common safekeeper and does not necessarily mean that ECP will be recognised as eligible collateral for Eurosystem

monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life.

Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria.

1 The maturity shall not to be less than one (1) day nor more than either (a) 364 days or (b) in case of a leap year 365 days

(both periods under (a) and (b) hereinafter referred to as "One Year") from and including the Relevant Issue Date, subject to compliance with any applicable legal and regulatory restrictions.

2 The reference rate will be LIBOR unless this Global Note is denominated in Euro, in which case the reference rate shall be EURIBOR unless the Issuer and the Dealer agree otherwise.

3 ECP may be denominated in Euro (EUR), British Pound (Sterling or GBP) or U.S. Dollars (USD). 4 Shall be a minimum of EUR 100,000 (or its equivalent in other currencies calculated by the rate of exchange at the Relevant

Issue Date). 5 Complete for a Sterling ECP.

52

1. For value received, Propertize B.V. (the "Issuer "), promises to pay to the bearer of this Global Euro-

Commercial Paper Note on the above-mentioned Maturity Date the above-mentioned Principal Amount

together with interest thereon at the rate and at the times (if any) specified herein.

All such payments shall be made in accordance with an agency agreement dated 22 January 2014 (as

amended, restated or supplemented from time to time) between the Issuer and the issue and principal paying

agent (the "Issue and Principal Paying Agent "), a copy of which is available for inspection at its office at 69

Route d'Esch, L-2953 Luxembourg, Luxembourg, and subject to and in accordance with the terms and

conditions set forth below. All such payments shall be made upon presentation and surrender of this Global

Euro-Commercial Paper Note at the office of the Issuer and Principal Paying Agent referred to above by

transfer to an account denominated in the above-mentioned Specified Currency maintained by the bearer with

a bank in the principal financial centre in the country of that currency or, in case of a Global Euro-Commercial

Paper Note denominated or payable in Euro by transfer to a Euro account (or any other account to which Euro

may be credited or transferred) maintained by the payee with, a bank in the principal financial centre of any

member state of the European Union. As long as European Council Directive 2003/48/EC or any other

directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 remains in

force, the Issuer will ensure that it maintains a paying agent in a member state of the European Union that will

not be obliged to withhold or deduct tax pursuant to such Directive or any law implementing or complying with,

or introduced to conform to, such Directive.

Notwithstanding the foregoing, presentation and surrender of this Global Euro-Commercial Paper Note shall

be made outside the United States and no amount shall be paid by transfer to an account in the United States,

or mailed to an address in the United States. In case of a Global Euro-Commercial Paper Note denominated in

U.S. Dollars, payments shall be made by transfer to an account denominated in U.S. Dollars in the principal

financial centre of any country outside of the United States that the Issuer or the Issue and Principal Paying

Agent so chooses.

2. This Global Euro-Commercial Paper Note is issued in representation of an issue of ECP in the above-

mentioned aggregate Principal Amount.

3. All payments of principal and interest in respect of ECP by or on behalf of the Issuer will be made free and

clear of, and without withholding or deduction for or on account of any present or future taxes or duties,

assessments or governmental charges of whatever nature imposed or levied, collected, withheld or assessed

by or on behalf of The Netherlands or any political subdivision or any authority thereof or therein having power

to tax, unless such withholding or deduction is required by law. In such event, the Issuer will pay such

additional amounts as shall be necessary in order that the net amounts received by the holders of ECP after

such withholding or deduction shall equal the respective amounts of principal and interest which would

otherwise have been receivable in respect of ECP, as the case may be, in the absence of such withholding or

deduction, except that no such additional amounts shall be payable with respect to any ECP presented for

payment:

(a) by or on behalf of an ECPholder who is liable for such taxes, duties, assessments of governmental

charges in respect of such ECP by reason of its having some connection with The Netherlands other

than the mere holding of such ECP or the receipt of principal or interest in respect thereof;

53

(b) by or on behalf of an ECPholder who would not be liable or subject to the withholding or deduction by

making a declaration of non-residence or other similar claim for exemption to the relevant tax

authority;

(c) more than thirty (30) days after the Relevant Date (as defined below) except to the extent that the

holder thereof would have been entitled to an additional amount on presenting the same for payment

on such thirtieth (30th) day;

(d) in The Netherlands;

(e) where such withholding or deduction is imposed on a payment to an individual and is required to be

made pursuant to European Council Directive 2003/48/EC or any law implementing or complying

with, or introduced in order to conform to, such Directive; or

(f) by or on behalf of an ECPholder who would have been able to avoid such withholding or deduction

by presenting the relevant ECP to another paying agent in a Member State of the European Union.

As used herein, the "Relevant Date " means the date on which such payment first becomes due, except that, if

the full amount of the moneys payable has not been duly received by the Issue and Principal Paying Agent on

or prior to such due date, it means the date on which, the full amount of such moneys having been so

received, notice to that effect is duly given to the ECPholders in accordance with Condition 16 below.

Any reference in these Conditions to principal or interest shall be deemed to include any additional amounts in

respect of principal or interest (as the case may be) which may be payable under this Condition 3.

If the Issuer becomes subject at any time to any taxing jurisdiction other than The Netherlands, references in

these Conditions to The Netherlands shall be construed as references to The Netherlands and/or such other

jurisdiction.

4. If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as

defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be

given until the next following Payment Business Day (unless that date falls more than One Year after the Issue

Date, in which case payment shall be made on the immediately preceding Payment Business Day) and

neither the bearer of this Global Euro-Commercial Paper Note nor the holder or beneficial owner of any

interest herein or rights in respect hereof shall be entitled to any interest or other sums in respect of such

postponed payment.

As used in this Global Euro-Commercial Paper Note:

"One Year " means (a) 364 days or (b) in case of a leap year 365 days from and including the Relevant Issue

Date, subject to compliance with any applicable legal and regulatory restrictions.

"Payment Business Day " means any day other than a Saturday or Sunday which is (i) if the above-

mentioned Specified Currency is any currency other than Euro, a day on which commercial banks and foreign

exchange markets settle payments and are open for general business (including dealings in foreign exchange

and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency

or (ii) if the above-mentioned Specified Currency is Euro, a day which is a TARGET Business Day; and

54

"TARGET Business Day " means a day on which the Trans-European Automated Real-Time Gross

Settlement Express Transfer (known as "TARGET2") System which was launched on 19 November 2007, or

any successor thereto, is operating credit or transfer instructions in respect of payments in Euro.

Provided that if the Issue and Principal Paying Agent determines with the agreement of the Issuer that the

market practice in respect of Euro denominated internationally offered securities is different from that specified

above, the above shall be deemed to be amended so as to comply with such market practice and the Issue

and Principal Paying Agent shall procure that a notice of such amendment is published not less than fifteen

(15) days prior to the date on which any payment in Euro falls due to be made in such manner as the Issue

and Principal Paying Agent may determine.

5. The payment obligation of the Issuer represented by this Global Euro-Commercial Paper Note will constitute

unsecured and unsubordinated obligations of the Issuer and will rank pari passu without any preference

among themselves and with all other present and future unsecured and unsubordinated obligations of the

Issuer other than those preferred by mandatory provisions of law.

6. This Global Euro-Commercial Paper Note is negotiable (overdraagbaar) and, accordingly, title hereto shall

pass by delivery (levering) and the bearer shall (except as otherwise required by applicable law) be treated as

being absolutely entitled to receive payment upon due presentation hereof free and clear of any equity, set-off

or counterclaim on the part of the Issuer against any previous bearer hereof.

7. This Global Euro-Commercial Paper Note is issued in respect of an issue of ECP of the Issuer and is

exchangeable in whole (but not in part only) for duly executed and authenticated bearer ECP in definitive form

(a "Definitive Euro-Commercial Paper Note ") (whether before, on or, subject as provided below, after the

Maturity Date) only upon the occurrence of any of the following events (an "Exchange Event "):

(a) if the clearing system(s) in which this Global Euro-Commercial Paper Note is held at the relevant

time is closed for business for a continuous period of fourteen (14) days or more (other than by

reason of weekends or public holidays statutory or otherwise) or announces an intention permanently

to cease business or does in fact do so); or

(b) if default is made in the payment of any amount payable in respect of this Global Euro-Commercial

Paper Note.

Upon presentation and surrender of this Global Euro-Commercial Paper Note during normal business hours to

the Issuer at the office of the Issue and Principal Paying Agent (or to any other person or at any other office

outside the United States as may be designated in writing by the Issuer to the bearer), it shall authenticate and

deliver, in exchange for this Global Euro-Commercial Paper Note, a Definitive Euro-Commercial Paper Note

denominated in the above-mentioned Specified Currency in an aggregate Principal amount equal to the

Principal Amount of this Global Euro-Commercial Paper Note.

8. If, upon any such default and following such surrender, a Definitive Euro-Commercial Paper Note is not issued

in full exchange for this Global Euro-Commercial Paper Note before 5.00 p.m. (Amsterdam time) on the

thirtieth (30th) day after surrender (the "Relevant Time "), this Global Euro-Commercial Paper Note (including

the obligation hereunder to issue a Definitive Euro-Commercial Paper Note) will become void and the bearer

will have no further rights under this Global Euro-Commercial Paper Note but each Relevant Account Holder

shall automatically acquire, without the need for any further action on behalf of any person, against the Issuer

all those rights ("direct rights ") which such Relevant Account Holder would have had if at the Relevant Time it

55

held and owned duly executed and authenticated Definitive Euro-Commercial Paper Notes in respect of each

underlying ECP represented by such Global Euro-Commercial Paper Note which such Relevant Account

Holder has credited to its securities account with the Relevant Clearing System (as defined below) at the

Relevant Time. The Issuer’s obligation pursuant to this paragraph shall be a separate and independent

obligation by reference to each relevant underlying ECP and the Issuer agrees that a Relevant Account Holder

may assign its rights hereunder in whole or in part.

"Relevant Account Holder " means any account holder with the Relevant Clearing System which has

underlying ECP credited to its securities account from time to time.

"Relevant Clearing System " has the meaning as ascribed thereto in Condition 12 below.

9. The State of The Netherlands unconditionally and irrevocably guarantees the due payment of all amounts in

principal and interest due by the Issuer under the ECP represented by this Global Euro-Commercial Paper

Note according and subject to (i) the Rules governing the Propertize Guarantee Scheme, and (ii) the

Guarantee Certificate issued under those Rules in respect of ECP represented by this Global Euro-

Commercial Paper Note. Those Rules and that Guarantee Certificate are available at the Issuer's website

(www.propertize.nl).

10. If this is an interest bearing Global Euro-Commercial Paper Note, then:

(a) notwithstanding the provisions of Condition 1 above, if any payment of interest in respect of this

Global Euro-Commercial Paper Note falling due for payment prior to the above-mentioned Maturity

Date remains unpaid on the fifteenth (15th) day after falling so due, the amount referred to in

Condition 1 above shall be payable on such fifteenth (15th) day;

(b) upon each payment of interest prior to the Maturity Date in respect of this Global Euro-Commercial

Paper Note, details of such payment shall be entered in the records of each Relevant Clearing

System, and

(c) if no Interest Payment Dates are specified on the face of the Global Euro-Commercial Paper Note,

the Interest Payment Date shall be the Maturity Date.

11. If this is a fixed rate interest bearing Global Euro-Commercial Paper Note, interest shall be calculated on the

Principal Amount as follows:

(a) interest shall be payable on the Principal Amount in respect of each successive Interest Period (as

defined below) from the Issue Date to the Maturity Date only, in arrears on the relevant Interest

Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360

days or, if this Global Euro-Commercial Paper Note is denominated in Sterling, 365 days at the

above-mentioned Interest Rate with the resulting figure being rounded to the nearest amount of the

above-mentioned Specified Currency which is available as legal tender in the country or countries (in

case of the Euro) of the Specified Currency (with halves being rounded upwards); and

(b) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest

Payment Date and each successive period beginning on (and including) an Interest Payment Date

and ending on (but excluding) the next succeeding Interest Payment Date is an "Interest Period " for

the purposes of this Condition 11.

56

12. The principal amount of ECP represented by this Global Euro-Commercial Paper Note shall be the aggregate

amount from time to time entered in the records of each of Euroclear Bank S.A./N.V. ("Euroclear ") and

Clearstream Banking, S.A. ("Clearstream ") (each of Euroclear and Clearstream, a "Relevant Clearing

System " and together, the "Relevant Clearing Systems "). The records of the Relevant Clearing Systems

(which expression in this Global Euro-Commercial Paper Note means the records that each Relevant Clearing

System holds for its customers which reflect the amount of such customer’s interest in ECP (but excluding any

interest in ECP of one clearing system shown in the records of the other clearing systems)) shall be conclusive

evidence of the principal amount of ECP represented by this Global Euro-Commercial Paper Note and, for

these purposes, a statement issued by a Relevant Clearing System (which statement shall be made available

to the bearer of this Global Euro-Commercial Paper Note upon request) stating the principal amount of ECP

represented by this Global Euro-Commercial Paper Note at any time shall be conclusive evidence of the

records of such Relevant Clearing System at that time.

13. On any payment of interest being made in respect of, or purchase and cancellation of, any ECP represented

by this Global Euro-Commercial Paper Note, the Issuer shall procure that details of such payment or purchase

and cancellation (as the case may be) shall be entered in the records of each Relevant Clearing System and,

upon any such entry being made in case of a purchase and cancellation, the issue outstanding amount of

ECP recorded in the records of the Relevant Clearing System and represented by this Global Euro-

Commercial Paper Note shall be reduced by the aggregate principal amount of ECP so purchased and

cancelled.

14. If the proceeds of this Global Euro-Commercial Paper Note are accepted in the United Kingdom, the Principal

Amount or Minimum Redemption Amount (as applicable) shall be not less than GBP 100,000 (or its equivalent

in other currencies).

15. Instructions for payment must be received at the office of the Issue and Principal Paying Agent referred to

above together with this Global Euro-Commercial Paper Note as follows:

(a) if this Global Euro-Commercial Paper Note is denominated in U.S. Dollars or Sterling, on or prior to

the relevant payment date; and

(b) if this Global Euro-Commercial Paper Note is denominated in Euros, at least one Business Day prior

to the relevant payment date.

As used in this Condition 15, "Business Day " means a TARGET Business Day.

16. Notices regarding Global Euro-Commercial Paper Notes shall be delivered to the bearer of this Global Euro-

Commercial Paper Note and to the clearing systems in which this Global Euro-Commercial Paper Note is held

at the relevant time for communication by them to the holders of ECP, and published in English in at least one

daily newspaper of wide circulation in The Netherlands (which is expected to be Het Financieele Dagblad).

17. This Global Euro-Commercial Paper Note shall not be validly issued unless manually authenticated by

Banque Internationale à Luxembourg, société anonyme as Issue and Principal Paying Agent and if this Global

Euro-Commercial Paper Note is intended to be held in a manner that would allow Eurosystem eligibility, and/or

if it is delivered by Banque Internationale à Luxembourg, société anonyme as Issue and Principal Paying

Agent to the entity appointed as common safekeeper for the Relevant Clearing System(s) (the "Common

Safekeeper ") by electronic means, effectuated by the Common Safekeeper.

57

18. This Global Euro-Commercial Paper Note and all matters arising from or connected with it are governed by,

and shall be construed in accordance with, Dutch law. The competent court of Amsterdam, The Netherlands,

and its appellate courts, are to have jurisdiction to settle any dispute arising out of or in connection with this

Global Euro-Commercial Paper Note (including a dispute regarding the existence, validity or termination of this

Global Euro-Commercial Paper Note).

58

Signed on behalf of:

Propertize B.V.

By:________________________________

(Authorised Signatory)

By:________________________________


AUTHENTICATED by:

[ ]

without recourse, warranty or liability and for authentication purposes only

By:_____________________________


[EFFECTUATED without recourse warranty or liability by

_____________________________, as Common Safekeeper

By:______________________________


59

FORM OF DEFINITIVE EURO-COMMERCIAL PAPER NOTE

European Commercial Paper ("ECP") covered hereby has not been and will not be registered under the U.S. Securities

Act of 1933, as amended (the "Securities Act ") and may not be offered, sold or delivered within the United States or to,

or for the account or benefit of, U.S. persons. Terms used above have the meanings given to them by Regulation S

under the Securities Act.

By accepting this obligation, the holder represents and warrants that it is not a U.S. person (other than an exempt

recipient described in section 6049(b)(4) of the Internal Revenue Code and the regulations thereunder) and that it is not

acting for or on behalf of a U.S. person (other than an exempt recipient described in section 6049(b)(4) of the Internal

Revenue Code and the regulations thereunder).

[Unless between individuals not acting in the conduct of a profession or business, each transaction regarding this

Definitive Euro-Commercial Paper Note which involves the physical delivery thereof within, from or into The Netherlands

must be effected (as required by the Dutch Savings Certificates Act) (Wet inzake spaarbewijzen)) through the mediation

of the Issuer or a member of Euronext Amsterdam N.V. and, unless the transaction is between professional parties,

must be recorded in a transaction note which includes the name and address of each party to the transaction, the

nature of the transaction and serial number of this Definitive Euro-Commercial Paper Note.1 ]

Propertize B.V.

(a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid)

incorporated in The Netherlands)

GUARANTEED BY THE STATE OF THE NETHERLANDS

(Staat der Nederlanden)

No.: ___________________________________________ Series No.: ___________________________________________

Issue Date: _____________________________________ Maturity Date: 2 ________________________________________

Issue Price: ____________________________________ Reference Rate: _______ LIBOR/EURIBOR3

Margin: ________________________________________ Specified Currency: 4 ___________________________________

Denomination: 5 ________________________________ Principal Amount: ______________________________________

ISIN Code: _____________________________________ Common Code: _______________________________________

Fixed Interest Rate: _______% per annum ____________ Interest Payment Dates: _________________________________

Minimum Redemption Amount: 6 _________________ %

1 Legend to be placed on discounted ECP and ECP on which interest only becomes due at maturity and which are (a) not

admitted to trading on NYSE Euronext in Amsterdam and (b) issued within The Netherlands, or issued outside The Netherlands but distributed within, from or into The Netherlands in the course of initial distribution or immediately thereafter.

2 The maturity shall not to be less than one (1) day nor more than either (a) 364 days or (b) in case of a leap year 365 days

(both periods under (a) and (b) hereinafter referred to as "One Year") from and including the Relevant Issue Date, subject to compliance with any applicable legal and regulatory restrictions.

3 The reference rate will be LIBOR unless this Definitive Note is denominated in Euro, in which case the reference rate shall be EURIBOR unless the Issuer and the Dealer agree otherwise.

4 ECP may be denominated in Euro (EUR), British Pound (Sterling or GBP) or U.S. Dollars (USD). 5 Shall be a minimum of EUR 100,000 (or its equivalent in other currencies calculated by the rate of exchange at the Relevant

Issue Date). 6 Complete for a Sterling ECP.

60

1. For value received, Propertize B.V. (the "Issuer "), promises to pay to the bearer of this Definitive Euro-

Commercial Paper Note on the above-mentioned Maturity Date the above-mentioned Principal Amount

together with interest thereon at the rate and at the times (if any) specified herein.

All such payments shall be made in accordance with an agency agreement dated 22 January 2014 (as

amended, restated or supplemented from time to time) between the Issuer and the issue and principal paying

agent (the "Issue and Principal Paying Agent "), a copy of which is available for inspection at its office at 69

Route d'Esch, L-2953 Luxembourg, Luxembourg, and subject to and in accordance with the terms and

conditions set forth below. All such payments shall be made upon presentation and surrender of this Definitive

Euro-Commercial Paper Note at the office of the Issue and Principal Paying Agent referred to above by

transfer to an account denominated in the above-mentioned Specified Currency maintained by the bearer with

a bank in the principal financial centre in the country of that currency or, in case of an ECP denominated or

payable in Euro by transfer to a Euro account (or any other account to which Euro may be credited or

transferred) maintained by the payee with, a bank in the principal financial centre of any member state of the

European Union. As long as European Council Directive 2003/48/EC or any other directive implementing the

conclusions of the ECOFIN Council meeting of 26-27 November 2000 remains in force, the Issuer will ensure

that it maintains a paying agent in a member state of the European Union that will not be obliged to withhold or

deduct tax pursuant to such Directive or any law implementing or complying with, or introduced to conform to,

such directive.

Notwithstanding the foregoing, presentation and surrender of this Definitive Euro-Commercial Paper Note shall

be made outside the United States and no amount shall be paid by transfer to an account in the United States,

or mailed to an address in the United States. In case of ECP denominated in U.S. Dollars, payments shall be

made by transfer to an account denominated in U.S. Dollars in the principal financial centre of any country

outside of the United States that the Issuer or the Issue and Principal Paying Agent so chooses.

2. All payments of principal and interest in respect of ECP by or on behalf of the Issuer will be made free and

clear of, and without withholding or deduction for or on account of any present or future taxes or duties,

assessments or governmental charges of whatever nature imposed or levied, collected, withheld or assessed

by or on behalf of The Netherlands or any political subdivision or any authority thereof or therein having power

to tax, unless such withholding or deduction is required by law. In such event, the Issuer will pay such

additional amounts as shall be necessary in order that the net amounts received by the holders of ECP after

such withholding or deduction shall equal the respective amounts of principal and interest which would

otherwise have been receivable in respect of ECP, as the case may be, in the absence of such withholding or

deduction; except that no such additional amounts shall be payable with respect to any ECP presented for

payment:

(a) by or on behalf of an ECPholder who is liable for such taxes, duties, assessments of governmental

charges in respect of such ECP by reason of his having some connection with The Netherlands other

than the mere holding of such ECP or the receipt of principal or interest in respect thereof;

(b) by or on behalf of an ECPholder who would not be liable or subject to the withholding or deduction by

making a declaration of non-residence or other similar claim for exemption to the relevant tax

authority;




61





(f) by or on behalf of an ECPholder who would have been able to avoid such withholding or deduction

by presenting the relevant ECP to another paying agent in a Member State of the European Union.




received, notice to that effect is duly given to the ECPholders in accordance with Condition 11 below.

Any reference in these Conditions to principal or interest shall be deemed to include any additional amounts in

respect of principal or interest (as the case may be) which may be payable under this Condition 2.

If the Issuer becomes subject at any time to any taxing jurisdiction other than The Netherlands, references in

these Conditions to The Netherlands shall be construed as references to The Netherlands and/or such other

jurisdiction.

3. If the Maturity Date or, if applicable, the relevant Interest Payment Date is not a Payment Business Day (as

defined herein) payment in respect hereof will not be made and credit or transfer instructions shall not be

given until the next following Payment Business Day (unless that date falls more than One Year after the Issue

Date, in which case payment shall be made on the immediately preceding Payment Business Day) and

neither the bearer of this Definitive Euro-Commercial Paper Note nor the holder or beneficial owner of any

interest herein or rights in respect hereof shall be entitled to any interest or other sums in respect of such

postponed payment.

As used in this Definitive Euro-Commercial Paper Note:

"One Year" means (a) 364 days or (b) in case of a leap year 365 days from and including the Relevant Issue

Date, subject to compliance with any applicable legal and regulatory restrictions.

"Payment Business Day " means any day other than a Saturday or Sunday which is both (A) a day on which

commercial banks and foreign exchange markets settle payments and are open for general business

(including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation,

and (B) either (i) if the above-mentioned Specified Currency is any currency other than Euro, a day on which

commercial banks and foreign exchange markets settle payments and are open for general business

(including dealings in foreign exchange and foreign currency deposits) in the principal financial centre of the

country of the relevant Specified Currency or (ii) if the above-mentioned Specified Currency is Euro, a day

which is a TARGET Business Day; and

"TARGET Business Day " means a day on which the Trans-European Automated Real-Time Gross

Settlement Express Transfer (known as "TARGET2") System which was launched on 19 November 2007, or

any successor thereto, is operating credit or transfer instructions in respect of payments in Euro.

62

Provided that if the Issue and Principal Paying Agent determines with the agreement of the Issuer that the

market practice in respect of Euro denominated internationally offered securities is different from that specified

above, the above shall be deemed to be amended so as to comply with such market practice and the Issue

and Principal Paying Agent shall procure that a notice of such amendment is published not less than fifteen

(15) days prior to the date on which any payment in Euro falls due to be made in such manner as the Issue

and Principal Paying Agent may determine.

4. The payment obligation of the Issuer represented by this Definitive Euro-Commercial Paper Note will

constitute unsecured and unsubordinated obligations of the Issuer and will rank pari passu without any

preference among themselves and with all other present and future unsecured and unsubordinated obligations

of the Issuer other than those preferred by mandatory provisions of law.

5. This Definitive Euro-Commercial Paper Note is negotiable (overdraagbaar) and, accordingly, title hereto shall

pass by delivery (levering) and the bearer shall (except as otherwise required by applicable law) be treated as

being absolutely entitled to receive payment upon due presentation hereof free and clear of any equity, set-off

or counterclaim on the part of the Issuer against any previous bearer hereof.

6. The State of The Netherlands unconditionally and irrevocably guarantees the due payment of all amounts in

principal and interest due by the Issuer under the ECP represented by this Definitive Euro-Commercial Paper

Note according and subject to (i) the Rules governing the Propertize Guarantee Scheme, and (ii) the

Guarantee Certificate issued under those Rules in respect of ECP represented by this Definitive Euro-

Commercial Paper Note. Those Rules and that Guarantee Certificate are available at the Issuer's website

(www.propertize.nl).

7. If this is an interest bearing Definitive Euro-Commercial Paper Note, then:

(a) notwithstanding the provisions of Condition 1 above, if any payment of interest in respect of this

Definitive Euro-Commercial Paper Note falling due for payment prior to the above-mentioned

Maturity Date remains unpaid on the fifteenth (15th) day after falling so due, the amount referred to in

Condition 1 above shall be payable on such fifteenth (15th) day;

(b) upon each payment of interest prior to the Maturity Date in respect of this Definitive Euro-Commercial

Paper Note, the Schedule hereto shall be duly completed by the Issue and Principal Paying Agent to

reflect such payment; and

(c) if no Interest Payment Dates are specified on the face of this Definitive Euro-Commercial Paper

Note, the Interest Payment Date shall be the Maturity Date.

8. If this is a fixed rate interest bearing Definitive Euro-Commercial Paper Note, interest shall be calculated on

the Principal Amount as follows:

(a) interest shall be payable on the Principal Amount in respect of each successive Interest Period (as

defined below) from the Issue Date to the Maturity Date only, in arrears on the relevant Interest

Payment Date, on the basis of the actual number of days in such Interest Period and a year of 360

days or, if this Definitive Euro-Commercial Paper Note is denominated in Sterling, 365 days at the

above-mentioned Interest Rate with the resulting figure being rounded to the nearest amount of the

above-mentioned Specified Currency which is available as legal tender in the country or countries (in

case of the Euro) of the Specified Currency (with halves being rounded upwards); and

63

(b) the period beginning on (and including) the Issue Date and ending on (but excluding) the first Interest

Payment Date and each successive period beginning on (and including) an Interest Payment Date

and ending on (but excluding) the next succeeding Interest Payment Date is an "Interest Period " for

the purposes of this Condition 8.

9. If the proceeds of this Definitive Euro-Commercial Paper Note are accepted in the United Kingdom, the

Principal Amount or Minimum Redemption Amount (as applicable) shall be not less than GBP 100,000 (or its

equivalent in other currencies).

10. Instructions for payment must be received at the office of the Issue and Principal Paying Agent referred to

above together with this Definitive Euro-Commercial Paper Note as follows:

(a) if this Definitive Euro-Commercial Paper Note is denominated in U.S. Dollars or Sterling, on or prior

to the relevant payment date; and

(b) if this Definitive Euro-Commercial Paper Note is denominated in Euros, at least one Business Day

prior to the relevant payment date.

As used in this Condition 10, "Business Day " means a TARGET Business Day.

11. Notices regarding Definitive Euro-Commercial Paper Notes shall be published in English in at least one daily

newspaper of wide circulation in The Netherlands (which is expected to be Het Financieele Dagblad).

12. This Definitive Euro-Commercial Paper Note shall not be validly issued unless manually authenticated by

Banque Internationale à Luxembourg, société anonyme as Issue and Principal Paying Agent.

13. This Definitive Euro-Commercial Paper Note and all matters arising from or connected with it are governed by,

and shall be construed in accordance with, Dutch law. The competent court of Amsterdam, The Netherlands,

and its appellate courts, are to have jurisdiction to settle any dispute arising out of or in connection with this

Definitive Euro-Commercial Paper Note (including a dispute regarding the existence, validity or termination of

this Definitive Euro-Commercial Paper Note).

64

Signed on behalf of:

Propertize B.V.

By:________________________________


[By:________________________________]


AUTHENTICATED by:

[ ]

without recourse, warranty or liability and for authentication purposes only

By:_____________________________


65

Schedule

Payments of Interest

The following payments of interest in respect of this Definitive Euro-Commercial Paper Note have been made:

Date Made Payment From Payment To Amount Paid Notat ion on behalf

of the Issue and

Principal Paying

Agent

66

FORM OF (NON-STEP COMPLIANT) MEDIUM TERM NOTES

Each Series or Tranche of MTN will (unless otherwise indicated in the applicable Final Terms) be initially represented by

a temporary global note (the "Temporary Global Note ") (or, if so specified in the applicable Final Terms, a permanent

global note (the "Permanent Global Note ")), without interest coupons or talons, which will be deposited on or around

the Issue Date of the relevant Series or Tranche of MTN with a common safekeeper for Euroclear and/or Clearstream,

Luxembourg.

Whilst any MTN is represented by a Temporary Global Note and subject to TEFRA D selling restrictions, payments of

principal and interest due prior to the Exchange Date (as defined below) will be made against presentation of the

Temporary Global Note only to the extent that certification (in a form to be provided) to the effect that the beneficial

owners of such MTN are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by

U.S. Treasury regulations, has been received by the Relevant Clearing System(s) and the Relevant Clearing System(s)

has or have given a like certification (based on the certifications it has or they have received) to the Issue and Principal

Paying Agent. Any reference in this section to the Relevant Clearing System(s) shall mean the clearing and/or

settlement system(s) specified in the applicable Final Terms.

On 13 June 2006 the European Central Bank (the "ECB") announced that MTN in New Global Note ("NGN") form are in

compliance with the 'Standards for the use of EU securities settlement systems in ESCB credit operations' of the central

banking system for the Euro (the "Eurosystem "), provided that certain other criteria are fulfilled. At the same time the

ECB also announced that arrangements for MTN in NGN form will be offered by Euroclear and Clearstream,

Luxembourg as of 30 June 2006 and that debt securities in global bearer form issued through Euroclear and

Clearstream, Luxembourg after 31 December 2006 will only be eligible as collateral for Eurosystem operations if the

NGN form is used. Recognition as eligible collateral will also depend on satisfaction of Eurosystem eligibility criteria.

On and after the date (the "Exchange Date ") which is not less than forty (40) days nor more than ninety (90) days after

the date on which the Temporary Global Note is issued, interests in the Temporary Global Note will be exchangeable

(free of charge) upon request as described therein, either for interests in a Permanent Global Note without interest

coupons or talons, or for Definitive Notes (as indicated in the applicable Final Terms) in each case (if the MTN are

subject to TEFRA D selling restrictions) against certification of beneficial ownership as described in the second

sentence of the preceding paragraph unless such certification has already been given. The holder of a Temporary

Global Note will not be entitled to collect any payment of interest or principal due on or after the Exchange Date unless,

upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for

Definitive Notes is improperly withheld or refused.

Pursuant to the Agency Agreement (as defined under "Terms and Conditions of (non-STEP compliant) Medium Term

Notes") the Issue and Principal Paying Agent shall arrange that, where a Temporary Global Note representing a further

Series or Tranche of MTN is issued, the MTN of such Series or Tranche shall be assigned an ISIN and a common code

by Euroclear and Clearstream, Luxembourg which are different from the ISIN and common code assigned to MTN of

any other Tranche of the same Series until at least the expiry of the distribution compliance period (as defined in

Regulation S under the United States Securities Act of 1933, as amended, the "Securities Act ") applicable to the MTN

of such Series or Tranche. In case of MTN which have a denomination consisting of the minimum Specified

Denomination plus a higher integral multiple of another smaller amount, it is possible that the MTN may be traded in

amounts in excess of EUR 100,000 (or its equivalent in other currencies calculated by the rate of exchange at the

Relevant Issue Date) that are not integral multiples of EUR 100,000 (or its equivalent in other currencies calculated by

67

the rate of exchange at the Relevant Issue Date). So long as such MTN are represented by a Temporary Global Note or

Permanent Global Note and the Relevant Clearing System(s) so permit, these MTN will be tradeable only in the

minimum authorised denomination of EUR 100,000 (or its equivalent in other currencies calculated by the rate of

exchange at the Relevant Issue Date) increased with integral multiples of EUR 1,000, notwithstanding that no Definitive

Notes will be issued with a denomination over EUR 199,000.

Definitive Notes will be in the Standard Euromarket form. Definitive Notes and Global Notes will be to bearer form.

Payments of principal and interest on a Permanent Global Note will be made through the Relevant Clearing System(s)

against presentation or surrender (as the case may be) of the Permanent Global Note to or to the order of any Issue

and Principal Paying Agent without any requirement for certification. A Permanent Global Note will, unless otherwise

indicated in the applicable Final Terms, be exchangeable (free of charge), in whole in accordance with the applicable

Final Terms for security printed Definitive Notes with, where applicable, interest coupons or coupon sheets and talons

attached. Such exchange may be made only upon the occurrence of any Exchange Event.

An "Exchange Event " means:

1. the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business

for a continuous period of fourteen (14) days (other than by reason of weekend or public holiday or otherwise)

or has announced an intention permanently to cease business or has in fact done so and no alternative

clearing system is available; or

2. any of the circumstances described in Condition 10 (Non Payment) occur; or

3. the Issuer has or will become obliged to pay additional amounts as provided for or referred to in Condition 8

(Taxation) which would not be required were the MTN represented in Definitive form. The Issuer will promptly

give notice to MTNholders in accordance with Condition 14 (Notices) upon the occurrence of an Exchange

Event.

In the event of the occurrence of an Exchange Event as described in (1) above, Euroclear and/or Clearstream,

Luxembourg may give notice to the Issue and Principal Paying Agent requesting exchange and in the event of the

occurrence of an Exchange Event as described in (2) above, the Issuer may also give notice to the Issue and Principal

Paying Agent requesting exchange. Any such exchange shall occur no later than fifteen (15) days after the date of

receipt of the relevant notice by the Issue and Principal Paying Agent.

Global Notes and Definitive Notes will be issued pursuant to the Agency Agreement. At the date hereof, neither

Euroclear nor Clearstream, Luxembourg regard MTN in global form as fungible with MTN in Definitive form.

The following legend will appear on all Global Notes, Definitive Notes, and interest coupons (including talons) which are

subject to TEFRA D selling restrictions:

"Any U.S. person who holds this obligation will be subject to limitation under the United States income tax laws,

including the limitations provided in sections 165(j) and 1287(a) of the Internal Revenue Code of 1986."

The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any

loss of MTN, or interest coupons and will not be entitled to capital gains treatment of any gain on any sale, disposition,

redemption or payment of principal in respect of MTN, or interest coupons.

68

MTN which are represented by a Global Note will only be transferable in accordance with the rules and procedures for

the time being of Euroclear, or Clearstream, Luxembourg.

Pursuant to the Agency Agreement, the Issue and Principal Paying Agent shall arrange that, where a further Series or

Tranche of MTN is issued which is intended to form a single Series with an existing Series or Tranche of MTN, the MTN

of such further Series or Tranche shall be assigned a common code and ISIN which are different from the common

code and ISIN assigned to MTN of any other Series or Tranche of the same Series until at least the expiry of the

distribution compliance period applicable to MTN of such Series or Tranche.

69

TERMS AND CONDITIONS OF (NON-STEP COMPLIANT) MEDIUM TERM NOTES

The following are the Terms and Conditions of MTN to be issued by the Issuer which will be incorporated by reference

into each Global Note and which will be endorsed on (or, if permitted by the rules of the relevant stock exchange and

agreed between the Issuer and the Dealer, incorporated by reference into) each Definitive Note in the Standard

Euromarket form. The applicable Final Terms will be endorsed on, incorporated by reference into, or attached to, each

Global Note and Definitive Note in the Standard Euromarket form. Reference should be made to "Form of (non-STEP

compliant) Medium Term Notes" above for a description of the content of Final Terms which includes the definition of

certain terms used in the following Terms and Conditions.

This MTN is one of a series of MTN issued by Propertize B.V. (the "Issuer ", which expression shall include any

Substituted Debtor pursuant to Condition 17 (Substitution of the Issuer) below) pursuant to the Agency Agreement (as

defined below). References herein to "MTN" shall be references to MTN of this Series (as defined below) and shall

mean (i) in relation to any MTN represented by a Global Note, units of the lowest Specified Denomination in the

Specified Currency, (ii) Definitive Notes issued in exchange for a Global Note and (iii) any Global Note. MTN and the

Coupons (as defined below) have the benefit of an agency agreement dated 22 January 2014 (as amended from time to

time, the "Agency Agreement ") as made between the Issuer and Banque Internationale à Luxembourg, société

anonyme as issue and principal paying agent (the "Issue and Principal Paying Agent ", which expression shall include

any successor agent).

Interest bearing Definitive Notes in the Standard Euromarket form (unless otherwise indicated in the applicable Final

Terms) have interest coupons ("Coupons ") and, if indicated in the applicable Final Terms, talons for further Coupons

("Talons ") attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires,

be deemed to include a reference to Talons or talons. Any reference herein to "MTNholders " shall mean the holders of

MTN, and shall, in relation to any MTN represented by a Global Note, be construed as provided below. Any reference

herein to "Couponholders " shall mean the holders of the Coupons, and shall, unless the context otherwise requires,

include the holders of the Talons.

References in these Terms and Conditions to "Coupons " will include references to such Coupon sheets, where

applicable.

The Final Terms for this MTN are endorsed hereon, attached hereto, applicable hereto or incorporated by reference

herein and supplement these Terms and Conditions and may specify other terms and conditions which shall, to the

extent so specified or to the extent inconsistent with these Terms and Conditions, replace or modify these Terms and

Conditions for the purposes of this MTN.

As used herein, "Tranche " means MTN which are identical in all respects (including as to listing) and "Series " means a

Tranche of MTN together with any further Tranche or Tranche of MTN which are (i) expressed to be consolidated and

form a single series and (ii) are identical in all respects (including as to listing) from the date on which such

consolidation is expressed to take effect.

The MTNholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the

provisions of the Agency Agreement, the Rules of the Propertize Debt Guarantee Scheme as in force from time to time

(the "Rules " and the "Guarantee Scheme " respectively), any Guarantee Certificate issued under the Rules and the

applicable Final Terms which are binding on them.

70

Copies of the Agency Agreement, the Rules, the Guarantee Scheme and the applicable Final Terms are available at the

specified office of the Issue and Principal Paying Agent save that Final Terms relating to an unlisted MTN will only be

available for inspection by a MTNholder upon such MTNholder producing evidence as to identity satisfactory to the

Issue and Principal Paying Agent.

Words and expressions defined in the Agency Agreement or used in the applicable Final Terms shall have the same

meanings where used in these Terms and Conditions unless the context otherwise requires or unless otherwise stated.

1. Form, Denomination and Title

MTN are in bearer form and, in case of Definitive Notes, serially numbered, in the Specified Currency, the

Specified Denomination(s) and the Specified Form(s) save that in case of any MTN the minimum

denomination shall be EUR 100,000 (or its equivalent in other currencies calculated by the rate of exchange at

the Relevant Issue Date).

This MTN is either a Fixed Rate MTN or a Floating Rate MTN, as indicated in the applicable Final Terms.

MTN in Definitive form are issued with Coupons attached (unless otherwise indicated in the applicable Final

Terms).

Subject as set out below, title to MTN and Coupons will pass by delivery. Except as ordered by a court of

competent jurisdiction or as required by law or applicable regulations, the Issuer and the Issue and Principal

Paying Agent may deem and treat the bearer of any MTN or Coupon as the absolute owner thereof (whether

or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or

theft thereof) for all purposes but, in case of any Global Note, without prejudice to the provisions set out in the

next succeeding paragraph.

For so long as any MTN is represented by a Global Note held on behalf of Euroclear and/or Clearstream,

Luxembourg each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown

in the records of Euroclear or Clearstream, Luxembourg as the holder of a particular nominal amount of such

MTN (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to

the nominal amount of MTN standing to the account of any person shall be conclusive and binding for all

purposes save in case of manifest error) shall be treated by the Issuer and the Issue and Principal Paying

Agent as the holder of such nominal amount of such MTN for al purposes other than with respect to the

payment of principal or interest on MTN, for which purpose the bearer of the relevant Global Note shall be

treated by the Issuer and the Issue and Principal Paying Agent as the holder of such MTN in accordance with

and subject to the terms of the relevant Global Note (and the expressions "MTNholder " and "holder of MTN "

and related expressions shall be construed accordingly). MTN which are represented by a Global Note held by

a common safekeeper will be transferable only in accordance with the rules and procedures for the time being

of Euroclear or Clearstream, Luxembourg, as the case may be.

2. Status

MTN and the relative Coupons will constitute unsecured and unsubordinated obligations of the Issuer and will

rank pari passu without any preference among themselves and with all other present and future unsecured

and unsubordinated obligations of the Issuer other than those preferred by mandatory provisions of law.

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3. The Guarantee

The State of The Netherlands (the "Guarantor ") unconditionally and irrevocably guarantees the due payment

of all amounts in principal and interest due by the Issuer under the relevant MTN according and subject to (i)

the Rules governing the Propertize Guarantee Scheme (the "Guarantee Scheme "), and (ii) the Guarantee

Certificate issued under those Rules in respect of the relevant MTN. Those Rules and that Guarantee

Certificate are available at the Issuer's website (www.propertize.nl).

4. Redenomination

(a) Redenomination

Where redenomination is specified in the applicable Final Terms as being applicable, the Issuer may, without

the consent of the MTNholders and the Couponholders, on giving prior notice to the Issue and Principal

Paying Agent, Euroclear, Clearstream, Luxembourg and at least thirty (30) days’ prior notice to the

MTNholders in accordance with Condition 14 (Notices) below, elect that, with effect from the Redenomination

Date specified in the notice, MTN and the Coupons denominated in the Specified Currency (or Specified

Currencies) (each the "Old Currency ") shall be redenominated in another currency (the "New Currency ")

being either Euro, or, in the event of redenomination upon the occurrence of a Convertibility Event, a currency

other than Euro, as the case may be, as from time to time may be permitted under the Guarantee and subject

to a prior written confirmation from the State of The Netherlands that after such redenomination, MTN will

continue to have the benefit of the Guarantee.

The election will have effect as follows:

(i) MTN and the Coupons shall be deemed to be redenominated into the New Currency in the denomination of

EUR 0.01 (or its equivalent in other currencies), with a principal amount for each MTN equal to the principal

amount of that MTN in the Specified Currency, converted into the New Currency at the Established Rate

provided that, if the Issuer determines, with the agreement of the Issue and Principal Paying Agent, that the

then market practice in respect of the redenomination into the New Currency of internationally offered

securities is different from the provisions specified above, such provisions shall be deemed to be amended so

as to comply with such market practice and the Issuer shall promptly notify the MTNholders, the stock

exchange on which MTN may be listed and the paying agent(s) of such deemed amendments;

(ii) save to the extent that an Exchange Notice has been given in accordance with paragraph (iv) below, the

amount of interest due in respect of MTN will be calculated by reference to the aggregate principal amount of

MTN presented (or, as the case may be, in respect of which Coupons are presented) for payment by the

relevant holder and the amount of such payment shall be rounded down to the nearest EUR 0.01 (or its

equivalent in other currencies);

(iii) if Definitive Notes are required to be issued after the Redenomination Date, they shall be issued at the

expense of the Issuer in the denominations of EUR 100.000 (or its equivalent in other currencies calculated by

the rate of exchange at the Relevant Issue Date) and such other denominations of at least EUR 100.000 (or its

equivalent in other currencies calculated by the rate of exchange at the Relevant Issue Date) as the Issue and

Principal Paying Agent shall, in consultation with the Issuer, determine and notify to the MTNholders;

72

(iv) if issued prior to the Redenomination Date, all unmatured Coupons denominated in the Specified Currency

(whether or not attached) will become void with effect from the date on which the Issuer gives notice (the

"Exchange Notice ") to the MTNholders in accordance with Condition 14 (Notices) below that replacement of

Old Currency denominated MTN and Coupons are available for exchange (provided that such securities are

so available) and no payments will be made in respect of them. The payment obligations contained in any

MTN so issued will also become void on that date although those MTN will continue to constitute valid

exchange obligations of the Issuer. New Currency denominated MTN and Coupons will be issued in exchange

for MTN and Coupons denominated in the Specified Currency in such manner as the Issue and Principal

Paying Agent, in consultation with the Issuer, may specify and as shall be notified to the MTNholders in the

Exchange Notice. No Exchange Notice may be given less than fifteen (15) days prior to any date for payment

of principal or interest on MTN;

(v) on or after the Redenomination Date, all payments in respect of MTN and Coupons, other than payments of

interest in respect of periods commencing before the Redenomination Date, will be made solely in the New

Currency as though references in MTN to the Specified Currency were to the New Currency. Payments will be

made in the New Currency by credit or transfer to a New Currency account (or any other account to which the

New Currency may be credited or transferred) specified by the payee or, at the option of the payee, by a New

Currency cheque;

(vi) if MTN are Fixed Rate MTN and interest for any period ending on or after the Redenomination Date is required

to be calculated for a period ending other than on an Interest Payment Date, it will be calculated by applying

the Rate of Interest to each Calculation Amount, multiplying such sum by the applicable Fixed Day Count

Fraction (as defined in Condition 5(a) (Interest) below), and rounding the resultant figure to the nearest sub-

unit of the relevant New Currency, half of any such sub-unit being rounded upwards or otherwise in

accordance with applicable market convention. The amount of interest payable in respect of such Fixed Rate

MTN shall be the aggregate of the amounts (determined in the manner provided above) for each Calculation

Amount comprising the Specified Denomination without any further rounding;

(vii) if MTN are Floating Rate MTN, the applicable Final Terms will specify any relevant changes to the provisions

relating to interest; and

(viii) the applicable Final Terms will specify the exact date on which the redenomination will occur in case MTN

were issued in a currency other than Euro and in a country in which the TARGET2 System does not apply.

(b) Definitions

In these Conditions, the following expressions have the following meanings:

"Convertibility Event " means the determination by the national government of the country in the currency of

which MTN were issued, that such currency is substituted by another currency;

"Established Rate " means the rate for the conversion of the Old Currency into the New Currency as fixed by

the relevant government of such Old Currency, but which in case the New Currency will be Euro (including

compliance with rules relating to roundings in accordance with applicable European Community regulations),

shall be as established by the Council of the European Union pursuant to Article 140 of the Treaty;

73

"Euro " means the currency introduced at the start of the third stage of European economic and monetary

union pursuant to the Treaty and as defined in article 2 of Council Regulation (EC) no. 974 of 3 May 1998 on

the introduction of the Euro, as amended from time to time;

"Redenomination Date " means (in case of interest bearing MTN) any date for payment of interest under

MTN, specified by the Issuer in the notice given to the MTNholders pursuant to paragraph (a) above and which

in case of (i) the New Currency being Euro, falls on or after the date on which the country of the Specified

Currency first participates in the third stage of European economic and monetary union and in case of (ii) the

New Currency being a currency other than Euro, shall be the date the relevant government of the New

Currency accepts payment in the New Currency as legal tender; and

"Treaty " means the Treaty on the functioning of the European Union as amended from time to time.

5. Interest

(a) Interest on Fixed Rate MTN

Each Fixed Rate MTN bears interest on its outstanding nominal amount from (and including) the Interest

Commencement Date at the rate(s) per annum equal to the Fixed Rate(s) of Interest payable in arrears on the

Interest Payment Date(s) in each year and on the Maturity Date (if that does not fall on an Interest Payment

Date).

Except as provided in the applicable Final Terms, the amount of interest payable on each Interest Payment

Date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date or the

Maturity Date will, if so specified in the applicable Final Terms, amount to the Broken Amount so specified.

If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically

corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest

Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day

Convention specified is:

(1) the Following Business Day Convention, such Interest Payment Date (or other date) shall be postponed to the

next day which is a Business Day;

(2) the Modified Following Business Day Convention, such Interest Payment Date (or other date) shall be

postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in

which event such Interest Payment Date (or other date) shall be brought forward to the immediately preceding

Business Day;

(3) the Preceding Business Day Convention, such Interest Payment Date (or other date) shall be brought forward

to the immediately preceding Business Day; or

(4) No Adjustment, such Interest Payment Date (or other date) shall not be adjusted in accordance with any

Business Day Convention.

74

If "Unadjusted " is specified in the applicable Final Terms the number of days in each Interest Period shall be

calculated as if the Interest Payment Date were not subject to adjustment in accordance with the Business

Day Convention specified in the applicable Final Terms.

If "Adjusted " is specified in the applicable Final Terms the number of days in each Interest Period shall be

calculated as if the Interest Payment Date is subject to adjustment in accordance with the Business Day

Convention specified in the applicable Final Terms.

If interest is required to be calculated for a period starting or ending other than on an Interest Payment Date

(the "Calculation Period "), such interest shall be calculated by applying the fixed Rate of Interest to each

Calculation Amount, multiplying such sum by the applicable Fixed Day Count Fraction, and rounding the

resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub-unit being

rounded upwards or otherwise in accordance with applicable market convention and multiplying such rounded

up figure by a fraction equal to the Specified Denomination of such MTN divided by the Calculation Amount.

For the purposes of these Conditions, "Fixed Day Count Fraction " means:

(i) If "Actual/Actual (ICMA) " or "Act/ACT (ICMA) " is specified in the applicable Final terms, it means:

(a) where the Calculation Period is equal to or shorter than the Determination Period during which it

falls, the actual number of days in the Calculation Period divided by the product of (1) the actual

number of days in such Determination Period and (2) the number of Determination Periods normally

ending in any year; and

(b) where the Calculation Period is longer than one Determination Period, the sum of:

(A) the actual number of days in such Calculation Period falling in the Determination Period in

which it begins divided by the product of (1) the actual number of days in such

Determination Period and (2) the number of Determination Periods normally ending in any

year; and

(B) the actual number of days in such Calculation Period falling in the next Determination

Period divided by the product of (1) the actual number of days in such Determination

Period and (2) the number of Determination Periods normally ending in any year;

where:

"Determination Period " means the period from and including the Interest Payment Date in any year to, but

excluding, the next Interest Payment Date; and

(ii) if "30/360" is specified in the applicable Final Terms, the number of days in the Calculation Period divided by

360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months) (unless (i)

the last day of the Calculation Period is the 31st day of a month but the first day of the Calculation Period is a

day other than the 30th or the 31st day of a month, in which case the month that includes that last day shall

not be considered to be shortened to a 30- day month or (ii) the last day of the Calculation Period is the last

day of the month of February, in which case the month of February shall not be considered to be lengthened to

a 30-day month).

"sub-unit " means, with respect to any currency other than Euro, the lowest amount of such currency that is

available as legal tender in the country of such currency and, with respect to Euro, means one cent.

75

Calculation of interest amount: The amount of interest payable in respect of each MTN for any period for which

a Fixed Coupon Amount is not specified shall be calculated by applying the Rate of Interest to the Calculation

Amount, multiplying the product by the relevant Day Count Fraction, rounding the resulting figure to the

nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards) and multiplying such

rounded up figure by a fraction equal to the Specified Denomination of such MTN divided by the Calculation

Amount.

"Calculation Amount " has the meaning ascribed to it in the applicable Final Terms.

The applicable Final Terms shall contain provisions (if necessary) relating to the calculation of interest in

respect of Interest Payment Dates that fall in the interval between the Issue Date and the First Interest

Payment Date or the interval between the Maturity Date and the immediately preceding Interest Payment

Date.

(b) Interest on Floating Rate MTN

(i) Interest Payment Dates

Each Floating Rate MTN bears interest on its outstanding nominal amount from (and including) the Interest

Commencement Date at the rate equal to the Rate of Interest payable in arrears on either:

(A) the Specified Interest Payment Date(s) in each year; or

(B) if no express Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each

date (each an "Interest Payment Date ") which falls the number of months or other period specified

as the Specified Period in the applicable Final Terms after the preceding Interest Payment Date or,

in case of the first Interest Payment Date, after the Interest Commencement Date.

Such interest will be payable in respect of each Interest Period (which expression shall, in these Terms and

Conditions, mean the period from (and including) an Interest Payment Date (or the Interest Commencement

Date) to (but excluding) the next (or first) Interest Payment Date).

If "Unadjusted " is specified in the applicable Final Terms the number of days in each Interest Period shall be

calculated as if the Interest Payment Date were not subject to adjustment in accordance with the Business

Day Convention specified in the applicable Final Terms.

If "Adjusted " is specified in the applicable Final Terms the number of days in each Interest Period shall be

calculated as if the Interest Payment Date is subject to adjustment in accordance with the Business Day

Convention specified in the applicable Final Terms.

If a Business Day Convention is specified in the applicable Final Terms and (x) if there is no numerically

corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest

Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day

Convention is specified is:

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(1) in any case where Specified Periods are specified in accordance with Condition 5 (b)(i)(B) above, the Floating

Rate Convention, such Interest Payment Date (i) in case of (x) above, shall be the last day that is a Business

Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in case of (y)

above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next

calendar month, in which event (A) such Interest Payment Date shall be brought forward to the immediately

preceding Business Day and (B) each subsequent Interest Payment Date shall be the last Business Day in the

month which falls the Specified Period after the preceding applicable Interest Payment Date occurred;

(2) the Following Business Day Convention, such Interest Payment Date (or other date) shall be postponed to the

next day which is a Business Day;

(3) the Modified Following Business Day Convention, such Interest Payment Date (or other date) shall be

postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in

which event such Interest Payment Date (or other date) shall be brought forward to the immediate preceding

Business Day;

(4) the Preceding Business Day Convention, such Interest Payment Date (or other date) shall be brought forward

to the immediate preceding Business Day; or

(5) No Adjustment, such Interest Payment Date (or other date) shall not be adjusted in accordance with any

Business Day Convention.

In this Condition, "Business Day " means a day which is both:

(A) a day on which commercial banks and foreign exchange markets settle payments and are open for

general business (including dealing in foreign exchange and foreign currency deposits) in any

Additional Financial Centre specified in the applicable Final Terms; and

(B) either (1) in relation to any sum payable in a Specified Currency (as specified in the applicable Final

Terms) other than Euro, a day on which commercial banks and foreign exchange markets settle

payments in the principal financial centre of the country of the relevant Specified Currency and any

Additional Financial Centre or (2) in relation to any sum payable in Euro, a day on which the

TARGET 2 System is open. In these Conditions, "TARGET2 System " means the Trans- European

Automated Real-Time Gross Settlement Express Transfer payment system which utilises a single

shared platform and which was launched on 19 November 2007 or any successor thereof.

(ii) Rate of Interest

The rate of interest ("Rate of Interest ") payable from time to time in respect of the Floating Rate MTN will be

determined in the manner specified in the applicable Final Terms.

(a) ISDA Determination for Floating Rate MTN

Where ISDA Determination is specified in the applicable Final Terms as the manner in which the Rate of

Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or

minus (as indicated in the applicable Final Terms) the margin (if any). For the purposes of this subparagraph

77

(a), "ISDA Rate" for an Interest Period means a rate equal to the Floating Rate that would be determined by

the Issue and Principal Paying Agent under an interest rate swap transaction if the Issue and Principal Paying

Agent was acting as Calculation Agent for that swap transaction under the terms of an agreement

incorporating the 2006 ISDA Definitions as amended and updated as at the Issue Date of the first Series or

Tranche of MTN, published by the International Swaps and Derivatives Association, Inc. (the "ISDA

Definitions ") and under which:

(1) the Floating Rate Option is as specified in the applicable Final Terms;

(2) the Designated Maturity is the period specified in the applicable Final Terms; and

(3) the relevant Reset Date is either (i) if the applicable Floating Rate Option is based on the London

inter-bank offered rate ("LIBOR") or on the Euro-zone inter-bank offered rate ("EURIBOR"), the first

day of that Interest Period or (ii) in any other case, as specified in the applicable Final Terms.

For the purposes of this sub-paragraph (a), (i) "Floating Rate ", "Calculation Agent ", "Floating Rate Option ",

"Designated Maturity " and "Reset Date " have the meanings given to those terms in the ISDA Definitions, (ii)

the definition of "Banking Day " in the ISDA Definitions shall be amended to insert after the words "are open

for " in the second line before the word "general" and (iii) "Euro-zone " means the region comprised of Member

States of the European Union that adopt the single currency in accordance with the Treaty.

When this sub-paragraph (a) applies, in respect of each relevant Interest Period the Issue and Principal

Paying Agent will be deemed to have discharged its obligations under Condition 5(b)(iv) below in respect of

the determination of the Rate of Interest if it has determined the Rate of Interest in respect of such Interest

Period in the manner provided in this subparagraph (a).

(b) Screen Rate Determination for Floating Rate MTN

Where Screen Rate Determination is specified in the applicable Final Terms as the manner in which the Rate

of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be

either:

(1) the offered quotation (if there is only one quotation on the Relevant Screen Page); or

(2) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded

upwards or, if the relevant Screen Rate is EURIBOR, to the third decimal place, with 0.0005 being

rounded upwards) of the offered quotations (expressed as a percentage rate per annum) for the

Reference Rates which appears or appear, as the case may be, on the Relevant Screen Page as of

the Relevant Time on the relevant Interest Determination Date in question, plus or minus (as

indicated in the applicable Final Terms) the margin (if any), all as determined by the Issue and

Principal Paying Agent. If five or more such offered quotations are available on the Relevant Screen

Page, the highest (or, if there is more than one such highest quotation, one only of such quotations)

and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall

be disregarded by the Issue and Principal Paying Agent for the purpose of determining the arithmetic

mean (rounded as provided above) of such offered quotations.

The Agency Agreement contains provisions for determining the Rate of Interest pursuant to this subparagraph

(b) in the event that the Relevant Screen Page is not available or if, in case of (1) above, no such offered

78

quotation appears or, in case of (2) above, fewer than three such offered quotations appear, in each case as

at the time specified in the preceding paragraph.

If the Reference Rate from time to time in respect of Floating Rate MTN is specified in the applicable Final

Terms as being other than LIBOR or EURIBOR, the Rate of Interest in respect of such MTN will be determined

as provided in the applicable Final Terms.

(iii) Minimum and/or Maximum Rate of Interest

If the applicable Final Terms specifies a Minimum Rate of Interest for any Interest Period, then, in the event

that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of

paragraph (ii) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period

shall be such Minimum Rate of Interest.

If the applicable Final Terms specifies a Maximum Rate of Interest for any Interest Period, then, in the event

that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of

paragraph (ii) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest

Period shall be such Maximum Rate of Interest.

(iv) Determination of Rate of Interest and Calculation of Interest Amounts

The Issue and Principal Paying Agent, in case of Floating Rate MTN, will at or as soon as practicable after

each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant

Interest Period.

The Issue and Principal Paying Agent will calculate the amount of interest (the "Interest Amount ") payable on

the Floating Rate MTN in respect of each Calculation Amount for the relevant Interest Period. Each Interest

Amount shall be calculated by applying the Rate of Interest to each Calculation Amount, multiplying such sum

by the applicable Floating Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the

relevant Specified Currency, half of any such sub-unit being rounded upwards or otherwise in accordance with

applicable market convention and multiplying such rounded up figure by a fraction equal to the Specified

Denomination of such MTN divided by the Calculation Amount.

"Floating Day Count Fraction " means, in respect of the calculation of an amount of interest for any Interest

Period:

(i) if "Actual/Actual (ISDA) " is specified in the applicable Final Terms, the actual number of days in the Interest

Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual

number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual

number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

(ii) if "Actual/365 (Fixed) " is specified in the applicable Final Terms, the actual number of days in the Interest

Period divided by 365;

(iii) if "Actual/360 " is specified in the applicable Final Terms, the actual number of days in the Interest Period

divided by 360;

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(iv) if "30/360", "360/360" or "Bond Basis " is specified in the applicable Final Terms, the number of days in the

Interest Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = 360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

where:

"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest

Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the

Interest Period falls;

"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in

which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest

Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(v) if "30E/360" or "Eurobond Basis " is specified in the applicable Final Terms, the number of days in the Interest

Period divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

where:



Period falls;




"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31,

in which case D1 will be 30; and


Period, unless such number would be 31, in which case D2 will be 30;

80

(vi) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period

divided by 360, calculated on a formula basis as follows:

Day Count Fraction = [360 x (Y2 - Y1)] + [30 x (M2 - M1)] + (D2 - D1)

360

where:



Period falls;




"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day

of February or (ii) such number would be 31, in which case D1 will be 30; and


Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be

31, in which case D2 will be 30.

(v) Notification of Rate of Interest and Interest Amounts

The Issue and Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each

Interest Period and the relevant Interest Payment Date to be notified to the Issuer and any stock exchange on

which the relevant Floating Rate MTN are for the time being listed and notice thereof to be published in

accordance with Condition 14 (Notices) below as soon as possible thereafter. Each Interest Amount and

Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements

made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest

Period. Any such amendment will be promptly notified to each stock exchange on which the relevant Floating

Rate MTN are for the time being listed and to the MTNholders in accordance with Condition 14 (Notices)

below. If the Calculation Amount is less than the minimum Specified Denomination the Calculation Agent shall

not be obliged to publish each Interest Amount but instead may publish only the Calculation Amount and the

Interest Amount in respect of a MTN having the minimum Specified Denomination.

(vi) Certificates to be Final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given,

expressed, made or obtained for the purposes of the provisions of this Condition 5(b), whether by the Issue

and Principal Paying Agent or, if applicable, the Calculation Agent, shall (in the absence of wilful default, bad

faith or manifest error) be binding on the Issuer, the Issue and Principal Paying Agent, the Calculation Agent, if

applicable, and all MTNholders and Couponholders and (in the absence as aforesaid) no liability to the Issuer,

the MTNholders or the Couponholders shall attach to the Issue and Principal Paying Agent or the Calculation

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Agent, if applicable, in connection with the exercise or non-exercise by it of its powers, duties and discretions

pursuant to such provisions.

(c) Accrual of Interest

Each MTN will cease to bear interest from the date for its redemption unless, upon due presentation thereof,

payment of principal is improperly withheld or refused. In such event, interest will continue to accrue until

whichever is the earlier of:

(1) the date on which all amounts due in respect of such MTN have been paid; and

(2) five (5) days after the date on which the full amount of the moneys payable has been received by the

Issue and Principal Paying Agent and notice to that effect has been given to the MTNholders in

accordance with Condition 14 (Notices) below or individually.

6. Payments

(a) Method of Payment

Subject as provided below:

(i) payments in a Specified Currency other than Euro will be made by transfer to an account in the relevant

Specified Currency maintained by the payee with, or by a cheque in such Specified Currency drawn on, a

bank in the principal financial centre of the country of such Specified Currency; and

(ii) payments in Euro will be made by credit or transfer to a Euro account (or any other account to which Euro may

be credited or transferred) specified by the payee or, at the option of the payee, by a Euro cheque.

Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto in the place

of payment, but without prejudice to the provisions of Condition 8 (Taxation) below.

(b) Presentation of MTN and Coupons

Payments of principal in respect of Definitive Notes will (subject as provided below) be made in the manner

provided in paragraph (a) above only against surrender of Definitive Notes, and payments of interest in respect

of Definitive Notes will (subject as provided below) be made as aforesaid only against surrender of Coupons,

in each case at the specified office of any paying agent (in case of any payments to be made in U.S. Dollars,

outside the United States) but for limited circumstances described below.

Fixed Rate MTN in Definitive form should be presented for payment together with all unmatured Coupons

appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on

exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in case of

payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the

sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal

so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at

any time before the expiry of five (5) years after the date on which such principal first became due (whether or

not such Coupon would otherwise have become void under Condition 9 (Prescription) below) or, if later, five

(5) years from the date on which such Coupon would otherwise have become due. Upon any Fixed Rate MTN

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becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will

become void and no further Coupons in respect of any such Talons will be made or issued, as the case may

be.

Upon the date on which any Floating Rate MTN in Definitive form becomes due and repayable, unmatured

Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or,

as the case may be, exchange for further Coupons shall be made in respect thereof. Where any such MTN is

presented for redemption without all unmatured Coupons or Talons relating to it, redemption shall be made

only against the provision of such indemnity as the Issuer may require.

If the due date for redemption of any Definitive Note is not an Interest Payment Date, interest accrued in

respect of such MTN from (and including) the preceding Interest Payment Date or, as the case may be, the

Interest Commencement Date shall be payable only against surrender of the relevant Definitive Note.

Payments of principal and interest in respect of MTN represented by any Global Note will (subject as provided

below) be made in the manner specified above in relation to Definitive Notes and otherwise in the manner

specified in the relevant Global Note against presentation or surrender, as the case may be, of such Global

Note to or to the order of any paying agent. On each occasion on which a payment of principal or interest is

made, the payment is entered pro rata in the record of Euroclear and Clearstream, Luxembourg.

The holder of a Global Note shall be the only person entitled to receive payments in respect of MTN

represented by such Global Note and the Issuer will be discharged by payment to, or to the order of, the

holder of such Global Note in respect of each amount so paid. Each of the persons shown in the records of

Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of MTN

represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg as the case may

be, for his share of each payment so made by the Issuer to, or to the order of, the holder of such Global Note.

No person other than the holder of such Global Note shall have any claim against the Issuer in respect of any

payments due on that Global Note. Notwithstanding the foregoing, U.S. Dollar payments of principal and

interest in respect of MTN will be made at the specified office of a paying agent in the United States (which

expression, as used herein, means the United States of America (including the States and the District of

Columbia, its territories, its possessions and other areas subject to its jurisdiction)) if:

(i) the Issuer has appointed paying agents with specified offices outside the United States with the reasonable

expectation that such paying agents would be able to make payment in U.S. Dollars at such specified offices

outside the United States of the full amount of principal and interest on MTN in the manner provided above

when due;

(ii) payment of the full amount of such interest at all such specified offices outside the United States is illegal or

effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of

principal and interest in U.S. Dollars; and

(iii) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse

tax consequences to the Issuer.

(c) Payment Day

If the date for payment of any amount in respect of any MTN or Coupon is not a Payment Day, the holder

thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not

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be entitled to further interest or other payment in respect of such delay. For these purposes (unless otherwise

specified in the applicable Final Terms), "Payment Day " means any day which is:

(i) a day on which commercial banks and foreign exchange markets settle payments and are open for general

business (including dealing in foreign exchange and foreign currency deposits) in any Additional Financial

Centre specified in the applicable Final Terms; and

(ii) either (1) in relation to any sum payable in a Specified Currency (as specified in the applicable Final Terms)

other than Euro, a day on which commercial banks and foreign exchange markets settle payments in the

principal financial centre of the country of the relevant Specified Currency and any Additional Financial Centre,

or (2) in relation to any sum payable in Euro, a day on which the TARGET2 System is operating.

(d) Interpretation of Principal and Interest

Any reference in these Terms and Conditions to principal in respect of MTN shall be deemed to include, as

applicable:

(i) any additional amounts which may be payable with respect to principal under Condition 8 (Taxation) below;

(ii) the Final Redemption Amount of MTN; and

(iii) any premium and any other amounts which may be payable by the Issuer under or in respect of MTN.

Any reference in these Terms and Conditions to interest in respect of MTN shall be deemed to include, as

applicable, any additional amounts which may be payable with respect to interest under Condition 8 (Taxation)

below.

7. Redemption and Purchase

(a) Redemption

Unless previously purchased and cancelled as specified below, each MTN will be redeemed by the Issuer at

its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Final Terms

in the relevant Specified Currency on the Maturity Date.

(b) Purchases

The Issuer may at any time purchase MTN (provided that, in case of Definitive Notes, all unmatured Coupons

and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise

provided that the Guarantor has approved such purchase. Such MTN may be held, re-issued, resold or, at the

option of the Issuer, surrendered to any paying agent for cancellation.

8. Taxation

All payments of principal and interest in respect of MTN and Coupons by the Issuer or, as the case may be,

the Guarantor will be made without withholding or deduction for or on account of any present or future taxes or

duties, assessments or governmental charges of whatever nature imposed or levied by or on behalf of The

Netherlands or any political subdivision or any authority thereof or therein having power to tax, unless such

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withholding or deduction is required by law. In such event, the Issuer will, depending on which provision is

specified in the applicable Final Terms, either:

(i) make the required withholding or deduction of such taxes, duties, assessments or governmental charges for

the account of the holders of MTN or Coupons, as the case may be, and shall not pay any additional amounts

to the holders of MTN or Coupons; or

(ii) pay such additional amounts as shall be necessary in order that the net amounts received by the holders of

MTN or Coupons after such withholding or deduction shall equal the respective amounts of principal and

interest which would otherwise have been receivable in respect of MTN or Coupons, as the case may be, in

the absence of such withholding or deduction;

except that no such additional amounts shall be payable with respect to any MTN or Coupon presented for

payment:

(a) by or on behalf of a MTNholder or Couponholder who is liable for such taxes or duties in respect of

such MTN or Coupon by reason of his having some connection with The Netherlands other than the

mere holding of such MTN or Coupon or the receipt of principal or interest in respect thereof; or

(b) by or on behalf of a MTNholder or Couponholder who would not be liable or subject to the

withholding or deduction by making a declaration of non-residence or other similar claim for

exemption to the relevant tax authority;








(f) by or on behalf of a MTNholder who would have been able to avoid such withholding or deduction by

presenting the relevant MTN or Coupon to another paying agent in a Member State of the European

Union.




received, notice to that effect is duly given to the MTNholders in accordance with Condition 14 (Notices)

below.

In the event that any withholding or deduction on payments under MTN and Coupons will become due under

Dutch law, any additional amount to be paid by the Issuer under this Condition 8 should be deemed to be

guaranteed by the Guarantor under the Guarantee Scheme. However, since the Guarantee Scheme does not

explicitly provide this, there is no certainty on this. Therefore, in the event that (i) a holder of MTN or Coupons

is entitled to payment of principal or interest by the Guarantor under the Guarantee Scheme and the

Guarantee Certificate and (ii) a withholding of deduction will be required by Dutch law, such holder of MTN or

Coupons may not receive such amounts equal to the respective amounts of principal and interest which would

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otherwise have been receivable in respect of MTN or Coupons, as the case may be, in the absence of such

withholding or deduction.

9. Prescription

MTN and Coupons will become void unless presented for payment within a period of five (5) years after the

Relevant Date (as defined in Condition 8 (Taxation) above) therefore.

There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for

payment in respect of which would be void pursuant to this Condition 9 or Condition 6(b) (Payments) above or

any Talon which would be void pursuant to Condition 6(b) (Payments) above.

10. Non Payment

If default is made for more than fourteen (14) days in the payment of interest or principal in respect of MTN,

then any Beneficiary (as defined in the Rules) may demand payment from the Guarantor by the delivery by

hand of a duly completed and signed notice of demand in the form set out in the Rules, and, if so required by

the Guarantor, by the delivery in the form and substance satisfactory to the Guarantor of evidence of

entitlement of the amount demanded.

11. Replacement of MTN, Coupons and Talons

Should any MTN, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the

specified office of the Issue and Principal Paying Agent upon payment by the claimant of such costs and

expenses as may be incurred in connection therewith and on such terms as to evidence and indemnity as the

Issuer may reasonably require. Mutilated or defaced MTN, Coupons or Talons must be surrendered before

replacements will be issued.

12. The Issue and Principal Paying Agent

The name of the initial Issue and Principal Paying Agent is set out below.

The Issuer is entitled to vary or terminate the appointment of the Issue and Principal Paying Agent and/or

appoint additional paying agents and/or approve any change in the specified office through which the Issue

and Principal Paying Agent acts, provided that:

(i) so long as MTN are listed on any stock exchange, there will at all times be a paying agent with a specified

office in such place as may be required by the rules and regulations of the relevant stock exchange;

(ii) there will at all times be a paying agent with a specified office in a city in continental Europe;

(iii) there will at all times be an Issue and Principal Paying Agent; and

(iv) the Issuer will ensure that it maintains a paying agent with a specified office in an EU Member State that will

not be obliged to withhold or deduct tax pursuant to the EU Savings Directive. EU Savings Directive means the

86

EU Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to such

EU Savings Directive.

In addition, the Issuer shall forthwith appoint a paying agent having a specified office in New York City in the

circumstances described in the final paragraph of Condition 6(b) (Payments) above. Any variation, termination,

appointment or change shall only take effect (other than in case of insolvency, when it shall be of immediate

effect) after not less than thirty (30) nor more than forty-five (45) days’ prior notice thereof shall have been

given to MTNholders in accordance with Condition 14 (Notices) below.

13. Exchange of Talons

On and after the Interest Payment Date or the Specified Interest Payment Date or for the Specified Period, as

appropriate, on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming

part of such Coupon sheet may be surrendered at the specified office of the Issue and Principal Paying Agent

or any other paying agent (if any) in exchange for a further Coupon sheet including (if such further Coupon

sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of

MTN to which it appertains) a further Talon, subject to the provisions of Condition 9 (Prescription) above. Each

Talon shall, for the purposes of these Terms and Conditions, be deemed to mature on the Interest Payment

Date or the Specified Interest Payment Date or for the Specified Period (as the case may be) on which the

final Coupon comprised in the relative Coupon sheet matures.

14. Notices

All notices regarding MTN shall be published (i) if and for so long as MTN are listed on Euronext Amsterdam in

at least one daily newspaper of wide circulation in The Netherlands (which is expected to be Het Financieele

Dagblad), (ii) if and for so long as MTN are admitted to listing on the Official List and to trading on the

Luxembourg Regulated Market on the website of the Luxembourg Stock Exchange (www.bourse.lu) or, if the

rules of the Luxembourg Stock Exchange so require, in a daily newspaper with wide circulation in Luxembourg

(which is expected to be the Luxembourg Wort) and (iii) so long as MTN are listed or admitted to trading on

any other stock exchange(s) and the rules of such stock exchange(s) so require, in a daily newspaper with

wide circulation in the city/ies where such stock exchange(s) is/are situated. Any such notice will be deemed to

have been given on the date of the first publication in the newspaper in which such publication is required to

be made or on the date of publication on the website of the Luxembourg Stock Exchange.

Until such time as any Definitive Notes are issued, there may (provided that, in case of any publication

required by a stock exchange, the rules of the stock exchange so permit), so long as the Global Note(s) is or

are held in its or their entirety with a common safekeeper be substituted for publication in some or all of the

newspapers referred to above, the delivery of the relevant notice to Euroclear and Clearstream, Luxembourg

for communication by them to the holders of MTN. Any such notice shall be deemed to have been given to the

holders of the MTN on the seventh (7th) day after the day on which the said notice was given to Euroclear and

Clearstream, Luxembourg, except for as long as such MTN are admitted to listing on the Official List and to

trading on the Luxembourg Regulated Market and it is a requirement of applicable law or regulations, such

notices shall be published on the website of the Luxembourg Stock Exchange (www.bourse.lu) or in a daily

newspaper with wide circulation in Luxembourg (which is expected to be the Luxembourg Wort).

87

Where the identity of all the holders of MTN is known to the Issuer, the Issuer may (after consultation with the

relevant stock exchange (where relevant)) give notice individually to such holders in lieu of publication as

provided above, except that, so long as MTN are listed on Euronext Amsterdam and the rules of such stock

exchange so require, such notices will also be published in a daily newspaper of general circulation in The

Netherlands.

Notices to be given by any holder of the MTN shall be in writing and given by lodging the same, together with

the relative MTN or the MTN, with the Issue and Principal Paying Agent. Whilst any of the MTN are

represented by a Global Note, such notice may be given by any holder of a MTN to the Issue and Principal

Paying Agent via Euroclear and/or Clearstream, Luxembourg, in such manner as the Issue and Principal

Paying Agent and Euroclear and/or Clearstream, Luxembourg may approve for this purpose.

15. Meetings of MTNholders and Modification

The Agency Agreement contains provisions for convening meetings of the MTNholders of each Series to

consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a

modification of MTN, the Coupons or certain provisions of the Agency Agreement. Such meetings may be

convened by the Issuer or MTNholders of each Series holding not less than 5% in a nominal amount of MTN

for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary

Resolution is one or more persons holding or representing not less than 50% in nominal amount of MTN of

each Series for the time being outstanding, or at any adjourned meeting one or more persons being or

representing MTNholders of each Series whatever the nominal amount of MTN so held or represented, except

that at any meeting the business of which includes the modification of certain provisions of MTN or Coupons

(including modifying the date of maturity of MTN or any date for payment of interest thereof, reducing or

cancelling the amount of principal or the rate of interest payable in respect of MTN or altering the currency of

payments on MTN or Coupons), the necessary quorum for passing an Extraordinary Resolution will be one or

more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than

one-third, in nominal amount of MTN for the time being outstanding. An Extraordinary Resolution passed at

any meeting of the MTNholders of each Series shall be binding on all the MTNholders of such Series, whether

or not they are present at the meeting, and on all Couponholders.

The Issue and Principal Paying Agent and the Issuer may agree, without the consent of the MTNholders or

Couponholders, to:

(i) any modification (except as mentioned above) of the Agency Agreement which is not materially prejudicial to

the interests of the MTNholders; or

(ii) any modification of MTN, the Coupons or the Agency Agreement which is of a formal, minor or technical

nature or is made to correct a manifest error or to comply with mandatory provisions of the law of the

jurisdiction in which the Issuer is incorporated.

Any such modification will only have effect upon prior written approval of the State of The Netherlands and it

has confirmed that after such modification, MTN will continue to have the benefit of the Guarantee.

Any such modification shall be binding on the MTNholders and the Couponholders and any such modification

shall be notified to the MTNholders in accordance with Condition 14 (Notices) above as soon as practicable

thereafter.

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16. Further Issues

The Issuer shall be at liberty from time to time without the consent of the MTNholders or Couponholders to

create and issue further MTN having terms and conditions the same as MTN or the same in all respects save

for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and

form a single Series with the outstanding MTN.

17. Substitution of the Issuer

(a) The Issuer may, with the consent of the MTNholders or Couponholders which will be deemed to have been

given in respect of each issue of MTN on which no payment of principal of or interest on any of MTN is in

default and, as long as Propertize has a banking licence, after written approval of the Dutch Central Bank,

"DNB" (De Nederlandsche Bank) be replaced and substituted by any directly or indirectly wholly owned

subsidiary of the Issuer (the "Substituted Debtor ") as principal debtor in respect of MTN and the relative

Coupons provided that:

(i) such documents shall be executed by the Substituted Debtor and the Issuer as may be necessary to

give full effect to the substitution (the "Documents ") and (without limiting the generality of the

foregoing) pursuant to which the Substituted Debtor shall undertake in favour of each MTNholder and

Couponholder to be bound by the Terms and Conditions of MTN and the provisions of the Agency

Agreement as fully as if the Substituted Debtor had been named in MTN, and the relative Coupons

and the Agency Agreement as the principal debtor in respect of MTN and the relevant Coupons in

place of the Issuer and pursuant to which the Issuer shall guarantee, which guarantee shall be

unconditional and irrevocable, (the "Substitution Guarantee ") in favour of each MTNholder and

each holder of the relative Coupons the payment of all sums (including any additional amounts

payable pursuant to Condition 8 (Taxation) above) payable in respect of MTN and the relative

Coupons;

(ii) where the Substituted Debtor is incorporated, domiciled or resident for taxation purposes in a territory

other than The Netherlands, the Documents shall contain a covenant and/or such other provisions as

may be necessary to ensure that each MTNholder has the benefit of a covenant in terms

corresponding to the provisions of Condition 8 (Taxation) above with the substitution for the

references to The Netherlands of references to the territory in which the Substituted Debtor is

incorporated, domiciled and/or resident for taxation purposes. The Documents shall also contain a

covenant by the Substituted Debtor and the Issuer to indemnify and hold harmless each MTNholder

and Couponholder against all liabilities, costs, charges and expenses, which may be incurred by or

levied against such holder as a result of any substitution pursuant to this Condition 17 and which

would not have been so incurred or levied had such substitution not been made (and, without limiting

the foregoing, such liabilities, costs, charges and expenses shall include any and all taxes or duties

which are imposed on any such MTNholder or Couponholder by any political sub-division or taxing

authority of any country in which such MTNholder or Couponholder resides or is subject to any such

tax or duty and which would not have been so imposed had such substitution not been made);

(iii) the Documents shall contain a warranty and representation by the Substituted Debtor and the Issuer

(a) that each of the Substituted Debtor and the Issuer has obtained all necessary governmental and

regulatory approvals and consents for such substitution and the performance of its obligations under

89

the Documents, and that all such approvals and consents are in full force and effect and (b) that the

obligations assumed by each of the Substituted Debtor and the Issuer under the Documents are all

valid and binding in accordance with their respective terms and enforceable by each MTNholder;

(iv) each stock exchange which has MTN listed thereon shall have confirmed that following the proposed

substitution of the Substituted Debtor such MTN would continue to be listed on such stock exchange;

(v) the Substituted Debtor shall have delivered to the Issue and Principal Paying Agent or procured the

delivery to the Issue and Principal Paying Agent of a legal opinion from a leading law firm in the

jurisdiction in which the Substituted Debtor is situated to the effect that the Documents and the

Substituted Debtor’s obligations under MTN and Coupons will constitute legal, valid and binding

obligations of the Substituted Debtor, such opinion to be dated not more than thee (3) days prior to

the date of substitution of the Substituted Debtor for the Issuer and to be available for inspection by

MTNholders and Couponholders at the specified office of the Issue and Principal Paying Agent;

(vi) the Issuer shall have delivered to the Issue and Principal Paying Agent or procured the delivery to

the Issue and Principal Paying Agent of a legal opinion from a leading Dutch law firm to the effect

that the Documents (including the Substitution Guarantee) will constitute legal, valid and binding

obligations of the Issuer, such opinion to be dated not more than thee (3) days prior to the date of

substitution of the Substituted Debtor for the Issuer and to be available for inspection by MTNholders

and Couponholders at the specified office of the Issue and Principal Paying Agent; and

(vii) the Issuer shall have delivered to the Issue and Principal Paying Agent or procured the delivery to

the Issue and Principal Paying Agent of a legal opinion from a leading Dutch law firm to the effect

that the Documents (including the Substitution Guarantee) constitute legal, valid and binding

obligations of the Substituted Debtor and the Issuer under Dutch law, such opinion to be dated not

more than thee (3) days prior to the date of substitution of the Substituted Debtor for the Issuer and

to be available for inspection by MTNholders and Couponholders at the specified office of the Issue

and Principal Paying Agent.

(b) Any such substitution will only have effect upon prior written approval of the State of The Netherlands and it

has confirmed that after such substitution, MTN will continue to have the benefit of the Guarantee.

(c) In connection with any substitution effected pursuant to this Condition 17, neither the Issuer nor the

Substituted Debtor need have any regard to the consequences of any such substitution for individual

MTNholders or Couponholders resulting from their being for any purpose domiciled or resident in, or otherwise

connected with, or subject to the jurisdiction of, any particular territory and no MTNholder or Couponholder,

except as provided in paragraph (a)(ii) above, shall be entitled to claim from the Issuer or any Substituted

Debtor under MTN and the relative Coupons any indemnification or payment in respect of any tax or other

consequences arising from such substitution.

(d) Upon the execution of the Documents as referred to in paragraph (a) above, the Substituted Debtor shall be

deemed to be named in MTN and the relative Coupons as the principal debtor in place of the Issuer and MTN

and the relative Coupons shall thereupon be deemed to be amended to give effect to the substitution. The

execution of the Documents shall operate to release the Issuer as issuer from all of its obligations as principal

90

debtor in respect of MTN and the relative Coupons save that any claims under MTN and the relative Coupons

prior to release shall enure for the benefit of MTNholders and Couponholders.

(e) The Documents shall be deposited with and held by the Issue and Principal Paying Agent for so long as any

MTN or Coupons remain outstanding and for so long as any claim made against the Substituted Debtor by any

MTNholder or Couponholder in relation to MTN or the relative Coupons or the Documents shall not have been

finally adjudicated, settled or discharged. The Substituted Debtor and the Issuer shall acknowledge in the

Documents the right of every MTNholder and Couponholder to the production of the Documents for the

enforcement of any of MTN or the Coupons or the Documents.

(f) Not later than fifteen (15) business days after the execution of the Documents, the Substituted Debtor shall

give notice thereof to the MTNholders in accordance with Condition 14 (Notices) above.

18. Governing Law and Submission to Jurisdiction

The Agency Agreement, the MTN and the Coupons are governed by, and shall be construed in accordance

with, Dutch law.

The Issuer submits for the exclusive benefit of the MTNholders and the Couponholders to the jurisdiction of

the courts of Amsterdam, The Netherlands, judging in first instance, and in its appellate courts. Without

prejudice to the foregoing, the Issuer further irrevocably agrees that any suit, action or proceedings arising out

of or in connection with the Agency Agreement, the MTN and the Coupons may be brought in any other court

of competent jurisdiction.

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FORM OF FINAL TERMS FOR (NON-STEP COMPLIANT) MEDIUM TERM NOTES

Copies of the Final Terms will be provided by the Issuer upon request. [In addition, in case of MTN listed on Euronext

Amsterdam, the Final Terms will be displayed on the website of Euronext Amsterdam [ ] and in case of MTN admitted

to listing on the Official List and to trading on the Luxembourg Regulated Market on the website of the Luxembourg

Stock Exchange [ ]].

Set out below is the form of Final Terms which will be completed for each Series or Tranche of (non-STEP compliant)

MTN to be issued under the Programme.

FINAL TERMS

Propertize B.V.

a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the

laws of The Netherlands and having its corporate seat in Utrecht, The Netherlands

Issue of [up to] [Aggregate Nominal Amount of Series or Tranche] [Title of MTN] (the "MTN") issued under the

Propertize B.V. programme for the issuance of guaranteed (STEP compliant) Euro-Commercial Paper and guaranteed

(non-STEP compliant) Medium Term Notes (the "Programme ")

Dated [ ]

A Guarantee Certificate has been issued in respect of the MTN pursuant to which The State of The Netherlands

unconditionally and irrevocably guarantees the due payment of all amounts in principal and interest due by the Issuer

under the relevant MTN according and subject to (i) the Rules governing the Propertize Guarantee Scheme, and (ii) the

Guarantee Certificate issued under those Rules in respect of the relevant MTN. Those Rules and that Guarantee

Certificate are available at the Issuer's website (www.propertize.nl).

This document constitutes the Final Terms of the issue of MTN under the Programme of Propertize B.V. (the "Issuer ").

It must be read in conjunction with the Issuer's information memorandum pertaining to the Programme, dated 22

January 2014 (the "Information Memorandum ") and any amendments or supplements thereto. Full information on the

Issuer and the offer of the MTN is only available on the basis of the combination of these Final Terms and the

Information Memorandum and any amendments or supplements thereto. The Information Memorandum (and any

amendments thereto) is available for viewing at the Issuer's website (www.propertize.nl) as well as at the office of the

Issuer at Graadt van Roggenweg 500, 3531 AH Utrecht, The Netherlands, where copies may also be obtained (free of

charge). Any supplements to the Information Memorandum will in any case be available at this office and copies thereof

may be obtained (free of charge) there.

92

These Final Terms are to be read in conjunction with the terms and conditions (the "Terms and Conditions ") set forth

in the Information Memorandum. The Terms and Conditions as supplemented, amended and/or disapplied by these

Final Terms constitute the conditions (the "Conditions ") of the MTN. Capitalised terms not defined herein have the

same meaning as in the Terms and Conditions. Certain capitalised terms in the Terms and Conditions which are not

defined therein have the meaning set forth in these Final Terms. All references to numbered Conditions and sections

are to Conditions and sections of the Terms and Conditions set forth in the Information Memorandum.

[When completing these Final Terms, ensure that all terms are completed in compliance with the Guarantee.]

[When completing these Final Terms, ensure that all terms are completed in a manner which will allow Eurosystem

Eligibility.]

[When completing Final Terms or adding any other final terms or information consideration should be given as to

whether such terms or information constitute 'significant new factors' and consequently trigger the need for a

supplement to this Information Memorandum.]

[Include whichever of the following apply or specify as "Not Applicable" (N/A). Note that the numbering should remain as

set out below, even if "Not Applicable" is indicated for individual paragraphs or sub-paragraphs. Italics denote directions

for completing the Final Terms.]

1. (i) Issuer: Propertize B.V.

(ii) Guarantor: The State of The Netherlands (Staat der Nederlanden)

2. (i) Series Number: [ ]

(ii) Tranche Number: [ ]

(If fungible with an existing Series, details of that Series,

including the date on which the MTN become fungible)

3. Specified Currency or Currencies: [EUR/ GBP/ USD]

4. Aggregate Nominal Amount [of MTN

admitted to trading]:

(i) Series: [Up to]

(ii) Tranche: [Up to]

5. (i) Issue Price: [ ] per cent. of the Aggregate Nominal Amount plus accrued

93

interest from [insert date]

(in case of fungible issues only, if applicable)

(ii) Dealer(s) Commission: [ ]

6. (i) Specified Denominations: [ ]

(MTN may not be issued in denominations less than EUR

100,000 (or its equivalent in other currencies calculated by the

rate of exchange at the Relevant Issue Date)

(Note - please use the following sample wording: "EUR

100,000 (or its equivalent in other currencies calculated by the

rate of exchange at the Relevant Issue Date) and integral

multiples of EUR 1,000 in excess thereof up to and including

EUR 199,000. No MTN in Definitive form will be issued with a

denomination above EUR 199,000.")

(ii) Calculation Amount: [ ]

(If only one Specified Denomination, insert the Specified

Denomination. If more than one Specified Denomination,

insert the highest common factor. Note: There must be a

common factor in case of two or more Specified

Denominations.)

(iii) Form of Definitive Notes: [Standard Euromarket]

7. (i) Issue Date: [ ]

(ii) Interest Commencement Date (if

different from the Issue Date):

[Applicable/Not Applicable]/ [Give details]

8. Maturity Date: [Fixed rate – specify date]

[Floating rate – Interest Payment Date falling in or nearest to

[specify month and year]]

(If the maturity is less than one (1) day or more than either (a)

364 days or, (b) in case of a leap year, 365 days (both periods

under (a) and (b) hereinafter referred to as "One Year "), from

the Issue Date and either (a) the issue proceeds are received

by the Issuer in the United Kingdom, or (b) the activity of

94

issuing the MTN is carried on from an establishment

maintained by the Issuer in the United Kingdom, (i) the MTN

must have a minimum redemption value of GBP 100,000 only

to 'professional investors' or (ii) another applicable exemption

from section 19 of the FSMA must be available.)

9. Interest Basis: [[...] per cent. Fixed Rate]

[[LIBOR/EURIBOR/other] +/– [...] per cent. Floating Rate]

[specify other]

(further particulars specified below)

10. Redemption/Payment Basis: [Redemption at par]

[specify other]

11. Change of interest Basis or

Redemption/Payment Basis:

[Applicable/Not Applicable]

(Give details of any provision for change of MTN into another

Interest Basis or Redemption/Payment Basis)

12. Status of the MTN: As per Condition 2 (Status) and 3 (The Guarantee)

13. Method of distribution: [Applicable/Not Applicable]

[Syndicated/Non-syndicated]

PROVISIONS RELATING TO INTEREST PAYABLE

14. Fixed Rate MTN Provisions: [Applicable/Not Applicable]

(If not applicable, delete the remaining sub-paragraphs of this

item 14)

(i) Rate(s) of Interest: [ ] per cent. per annum [payable [annually/semi-

annually/quarterly] in arrears]

(If payable other than annually, consider amending Condition 4

(Redenomination)

95

(ii) Interest Payment Date(s): [ ] in each year

(NB: This will need to be amended in case of long or short

coupons)

(iii) Interest Period: [Applicable/Not Applicable]

(iv) Fixed Coupon Amount(s): [ ] per Calculation Amount

(v) Broken Amount(s): [ ] per Calculation Amount, payable on the Interest Payment

Date falling [in/on] [ ]

(vi) Business Day Convention:

- Business Day Convention: [Following Business Day Convention/Modified Following

Business Day Convention/Unadjusted/Preceding Business

Day Convention/[specify other]]

- Adjustment or Unadjustment for

Interest Period:

[Adjusted] or [Unadjusted]

(vii) Fixed Day Count Fraction: [Actual/Actual (ICMA)]/[Act/ACT(ICMA)]

[30/360]

[or specify other]

(viii) Other terms relating to the method of

calculating interest for Fixed Rate

MTN:


[Give details]

15. Floating Rate MTN Provisions: [Applicable/Not Applicable]


item 15)

(i) Specified Period(s): [Applicable/Not Applicable][only applicable if no Specified

Interest Payment Dates are set out]

[ ]

(ii) Specified Interest Payment Dates: [ ]

(iii) Business Day Convention:

- Business Day Convention [Floating Rate Convention/Following Business Day

Convention/ Modified Following Business Day Convention/

96

Unadjusted/ Preceding Business Day Convention/ [specify

other]]

- Adjustment or Unadjustment for

Interest Period:

[Adjusted] or [Unadjusted]

(iv) Additional Financial Centre(s): [ ]

(v) Manner in which the Rate of Interest

and Interest Amount is to be

determined:

[Screen Rate Determination/ISDA Determination/specify other]

(vi) Party responsible for calculating the

Rate of Interest and interest Amount

(if not the Issue and Principal Paying

Agent):

[ ]

(vii) Screen Rate Determination: [Applicable/Not Applicable]

(if not applicable, delete the remaining sub-paragraphs of this

item 15(vii))

- Reference Rate: [ ]

(Either LIBOR, EURIBOR or other, although additional

information is required if other – including fallback provisions in

the Agency Agreement)

- Interest Determination Date(s): [ ]

(Second London business day prior to the start of each

Interest Period if LIBOR (other than Sterling or Euro LIBOR),

first day of each Interest Period if Sterling LIBOR and the

second day on which the TARGET2 System is operating prior

to the start of each Interest Period if EURIBOR, Euro LIBOR or

any other inter-bank offered rate prevailing in a country in

which the TARGET2 System does not apply)

- Relevant Screen Page: [ ]

(In the case of EURIBOR, if not Reuters EURIBOR 01 ensure

it is a page which shows a composite rate or amend the

fallback provisions appropriately)

- Relevant Time: [ ]

(For example, 11.00 a.m. London time/Brussels time)

97

(viii) ISDA Determination: [Applicable/Not Applicable]

(if not applicable, delete the remaining sub-paragraphs of this

item 15(viii))

- Floating Rate Option: [ ]

- Designated Maturity: [ ]

- Reset Date: [ ]

(ix) Margin(s): [+/–]/ [ ] per cent. per annum

(x) Minimum Rate of Interest: [ ] per cent. per annum

(xi) Maximum Rate of Interest: [ ] per cent. per annum

(xii) Floating Day Count Fraction: [Actual/Actual (ISDA)]

[Actual/365 (Fixed)]

[Actual/360]

[30/360]/[360/360]/[Bond Basis]

[30E/360]/[Eurobond Basis]

[30E/360 (ISDA)]

[Other]

(See Condition 5 (Interest) for alternatives)

(xiii) Fall back provisions, rounding

provisions and any other terms

relating to the method of calculating

interest on Floating Rate MTN, if

different from those set out in the

Conditions:

[ ]

(xiv) Description of any market disruption

or settlement disruption events that

affect the underlying:

[ ]

PROVISIONS RELATING TO REDEMPTION

16. Final Redemption Amount: [[ ]] per Calculation Amount /specify other]

GENERAL PROVISIONS APPLICABLE TO THE MTN

17. Form of MTN: [Temporary Global Note exchangeable for a Permanent Global

98

Note which is exchangeable for Definitive Notes only upon the

occurrence of an Exchange Event]

[Temporary Global Note exchangeable for a Permanent Global

Note which is not exchangeable for Definitive Notes upon the

occurrence of an Exchange Event.]

[Temporary Global Note exchangeable for Definitive Notes on

and after the Exchange Date.]

[Permanent Global Note exchangeable for Definitive Notes

only upon the occurrence of an Exchange Event]

[Permanent Global Note not exchangeable for Definitive

Notes]

18. New Global Notes: [Applicable][Item 35(iv): [Applicable/Not Applicable]]

(Please indicate whether item 35(iv) is Applicable or Not

Applicable)

19. Name and address of Additional Financial

Centre(s) or other special provisions

relating to Payment Days:


[Give details]

(Note that this item relates to the date and place of payment

and not Interest Period end dates to which item 15(ii) relates)

20. Talons for future Coupons to be attached to

Definitive Notes (and dates on which such

Talons mature):


[Give details]

21. Redenomination: [Applicable/Not Applicable]

(if Redenomination is applicable, include (i) either the

applicable Fixed Day Count Fraction or any provisions

necessary to deal with floating rate interest calculation

(including alternative reference rates) and (ii) the New

Currency)

22. Other terms or special conditions: [Applicable/Not Applicable]

[Give details]

99

(Specify the exact date on which redenomination will occur in

case the MTN are issued in a currency other than Euro and in

a country in which the Target2 System does not apply)

DISTRIBUTION

23. (i) If syndicated, names of Managers

and underwriting commitments:


[Give names/give legal names, [addresses] and underwriting

commitments]

[Please note that the process for notification to potential

investors of the amount allotted and an indication whether

dealing may begin before notification is made will be provided

for by the Manager(s) and notified by the Manager(s) to

potential investors]


item 23)

[(ii) Date of Syndication Agreement: [ ]

(iii) Stabilising Manager (if any): [Applicable/Not Applicable]

[Give legal name]

24. If non-syndicated, name and address of

Dealer(s):


[Specify name [and address] of Dealer(s]. [The MTN are not

being underwritten by any Dealer(s).]

25. [Total commission and concession: [ ] per cent. of the Aggregate Nominal Amount]

OTHER PROVISIONS

26. Whether Condition 8 first paragraph under

(i) of the MTN applies (in which case

Condition 7(b) of the MTN will not apply) or

whether Condition 8 first paragraph under

(ii) of the MTN applies (in which case

Condition 7(b) of the MTN will apply):

[Condition 8 first paragraph under (i) applies and Condition

7(b) does not apply] [Condition 8 first paragraph under (ii)

applies and Condition 7(b) applies]

27. Whether TEFRA D or TEFRA C rules apply: [TEFRA D/TEFRA C]

100

28. Additional selling restrictions: [Applicable/Not Applicable]

[Give details]

29. Listing:

(i) Listing: [Applicable/Not Applicable]

[Euronext Amsterdam / the Official List of the Luxembourg

Stock Exchange/ Other (specify)]

(ii) Admission to trading: [Applicable/Not Applicable]

[Application has been made for the MTN to be admitted to

trading on Euronext Amsterdam / the Regulated Market of the

Luxembourg Stock Exchange with effect from [ ]]

(Where documenting a fungible issue need to indicate that

original securities are already admitted to trading.)

30. Ratings: The MTN to be issued [have been rated/are expected to be

rated]:

[Fitch: [ ]

Moody's: [ ]

[[Other]: [ ]]

[Include here a brief explanation of the

meaning of the ratings if this deviates from

the explanations given in "General

Information" published by the rating

provider:]

[[Insert the full legal name of credit rating agency] is

established in the European Union and registered under

Regulation (EC) No 1060/2009.]

31. Interests of Natural and Legal Persons

Involved in the Issue:

[Save for any fees payable to the Dealer(s), so far as the

Issuer is aware, no person involved in the issue of the MTN

has an interest material to the offer. – Amend as appropriate if

there are other interests]

101

32. [Estimated net proceeds and total

expenses:

(i) Estimated net proceeds: [ ]

(ii) Estimated total expenses: [ ]

[Include breakdown of expenses]]

33. [Yield (Fixed Rate MTN only):

Indication of yield: [ ]

[This is not an indication of future yield]

The yield is calculated at the Issue Date on

the basis of the Issue Price:

[Calculated as [include details of method of calculation in

summary form] on the Issue Date.] It is not an indication of

future yield.

34. [Historic Interest Rates (Floating Rate MTN

only)]

[Details of historic [LIBOR/EURIBOR/other]

rates can be obtained from [Reuters system

or Reuter EURIBOR 01:]]

35. Operational Information:

(i) ISIN Code: [ ]

(ii) Common Code: [Applicable/Not Applicable]

[Give name(s) and numbers(s)]

(iii) Other relevant code(s): [Applicable/Not Applicable]

[Give name(s) and numbers(s)]

(iv) MTN intended to be held in a manner

which would allow Eurosystem

eligibility:

[Not Applicable/Yes/No]

[Yes. Note that the designation “yes” simply means that the

MTN are intended upon issue to be deposited with one of the

ICSDs as common safekeeper and does not necessarily mean

that the MTN will be recognised as eligible collateral for

Eurosystem monetary policy and intraday credit operations by

the Eurosystem either upon issue or at any or all times during

their life. Such recognition will depend upon the ECB being

satisfied that Eurosystem eligibility criteria have been met.]

[No. Whilst the designation is specified as "no" at the date of

these Final Terms, should the Eurosystem eligibility criteria be

102

amended in the future such that the MTN are capable of

meeting them the MTN may then be deposited with one of the

ICSDs as common safekeeper. Note that this does not

necessarily mean that the MTN will then be recognised as

eligible collateral for Eurosystem monetary policy and intraday

credit operations by the Eurosystem at any time during their

life. Such recognition will depend upon the ECB being satisfied

that Eurosystem eligibility criteria have been met.]

(v) Offer Period: [The offer of the MTN is expected to open at [ ] hours ([ ]

time) on [ ] and close at [ ] hours ([ ] time) on [ ] or

such earlier or later date or time as the Issuer may determine,

following consultation with the Dealer(s) where practical] (and

announce])] [Not Applicable]

(vi) Delivery: Delivery [against/free of] payment

(vii) Payment: Method and time limits of paying up the MTN – to be included

if any agreement in this respect is entered into between Issuer

and Manager(s)]

(viii) Settlement Procedure: [Method of settlement procedure]

(ix) Clearing System: [Euroclear / Clearstream, Luxembourg]

36. Name and address of Additional paying

agent (if any):


[Name:]

[Address:]

37. Additional information:

[The following information should be consulted in connection with the offer of the MTN: relevant information /

Not Applicable].

38. Listing Application:


[These Final Terms comprise the final terms required to list and have admitted to trading the issue of MTN

described herein pursuant to the Programme for the issuance of MTN of Propertize B.V.]

103

Responsibility

The Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained

herein is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

The Issuer accepts responsibility for the information contained in these Final Terms.

Utrecht, signed on behalf of Propertize B.V.

By: By:

Date: Date:

Duly authorised Duly authorised

104

ISSUER

PROPERTIZE B.V.

Graadt van Roggenweg 500

3531 AH Utrecht

The Netherlands

ARRANGER

SNS Bank N.V.

Croeselaan 1

3521 BJ Utrecht

The Netherlands

DEALER

SNS Bank N.V.

Croeselaan 1

3521 BJ Utrecht

The Netherlands

ISSUE AND PRINCIPAL PAYING AGENT


69 Route d'Esch

L-2953 Luxembourg

Luxembourg

AMSTERDAM LISTING AGENT

SNS Securities N.V.

Nieuwezijds Voorburgwal 162

1012 SJ Amsterdam

The Netherlands

LUXEMBOURG LISTING AGENT


69 Route d'Esch

L-2953 Luxembourg

Luxembourg

LEGAL ADVISER

NautaDutilh N.V.

Strawinskylaan 1999

1077 XV Amsterdam

The Netherlands