Holland Homes Oranje MBS

Put Option Notice



THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This notice is made pursuant to the Act on Financial Supervision (Wet op het financieel toezicht).

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

Capitalised terms used herein have the meanings defined or construed in the master definitions agreement dated 5 April 2006 as amended and restated on 19 March 2012

HOLLAND HOMES ORANJE MBS B.V.

(the "Issuer")

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

€ 1,591,000,000 Senior Class A Mortgage-Backed Floating Rate Notes 2006 due 2083, issue price 100 per cent. ISIN XS0238851827

(the "Senior Class A Notes", each holder of the Senior Class A Notes a "Senior Class A Noteholder" and together the "Senior Class A Noteholders")

Amsterdam, 20 October 2017

Notice is hereby given by the Issuer that in accordance with the terms and conditions of the Notes, each holder of the Senior Class A Notes (other than de Volksbank N.V. (as legal successor of DBV) or any company belonging to the same group of companies to which de Volksbank N.V. belongs within the meaning of article 2:24b of the Dutch Civil Code) or any company acting as an agent of de Volksbank N.V. or a Group Company, has the right (a “Put Option”) to offer for sale and assignment any Senior Class A Notes held by it to the Issuer on the 22th of January 2018 and on each Quarterly Payment Date thereafter (each such date a “Put Option Date”). If any Senior Class A Noteholder exercises the Put Option, each of the other Noteholders has the obligation to offer its Notes to the Issuer.

If the Put Option is exercised, the Issuer shall offer the Notes for sale to de Volksbank N.V., which will have the option, but not the obligation, to purchase and accept the transfer of the Notes from the Issuer for a purchase price which will be equal to the purchase price to be paid by the Issuer to the relevant Noteholders.

If the Put Option is exercised, but de Volksbank N.V. refuses to purchase the Notes from the Issuer, the Issuer shall not purchase the Notes offered to it under the Put Option and the Relevant Margin for the Senior Class A Noteholders will increase. If none of the Senior Class A Noteholders exercises the Put Option, the Relevant Margin will decrease.

To exercise the Put Option, the relevant Senior Class A Noteholder shall deliver, at the specified office of the Issuer and the Principal Paying Agent at any time during normal business hours of the Issuer and/or the Principal Paying Agent (whichever is relevant with respect to delivering the notice to) within a period of not less than 11 days (unless such 11th day is not a business day, in which case the immediately preceding day) and not more than 20 days prior to the Put Option Date (“the Put Option Period”), a duly completed and signed notice of exercise in the form obtainable from the Issuer together with the relevant instruction as required by Euroclear and Clearstream, Luxembourg (the “Put Option Notice”) in which the Senior Class A Noteholder must specify a bank account to which payment is to be made under Condition of the Notes 7(f) accompanied by the Senior Class A Note(s) or evidence satisfactory to the Issuer concerned that the relevant Senior Class A Note will, following delivery of the Put Option Notice, be held to its order or under its control.

Intertrust Management B.V.
Director of the Issuer
Prins Bernhardplein 200
1097 JB Amsterdam, The Netherlands

Message details

Sub-group Bonds
Issuer Holland Homes Oranje MBS
Category Redemption
ISIN XS0238851827
Securities name Floating Rate Notes
Publication date October 23 2017