CPT Covered Bond Programme

Consent Solicitation

NN Bank set up its EUR 7,500,000,000 Soft Bullet Covered Bond Programme in June 2020 in addition to the existing Conditional Pass-Through Covered Bond Programme. The Soft Bullet Programme will be used for future issuance. To enhance efficiency by reducing the costs of maintaining two separate programmes, NN Bank is seeking consent to transfer the outstanding covered bonds issued under the Conditional Pass-Through Covered Bond Programme to the Soft Bullet Covered Bond Programme. The proposed amendments will, after implementation, result in replacing the guarantor of the Conditional Pass-Through Programme with the Soft Bullet CBC and amending and aligning the Final Terms and the Conditions with those of the Soft Bullet Programme. The purpose of the consent solicitation is that all (and not part of) outstanding series under the Conditional Pass-Through Programme will, after implementation of the proposed amendments, be consolidated into the Soft Bullet Programme. The Conditional Pass-Through Covered Bonds will become "Soft Bullet" Covered Bonds. As a result there will no longer be any covered bonds outstanding under the Conditional Pass-Through Programme and the Issuer (NN Bank) can subsequently terminate the Conditional Pass-Through programme.

The meeting of the Covered Bondholders was held on 8 April 2022 in connection with the Consent Solicitation and the Issuer, NN Bank, hereby announces to the Covered Bondholders that the Programme Resolution in relation to the Proposed Amendments was duly passed and the Eligibility Condition was satisfied in relation thereto.

On 22 April 2022 the Proposed Amendments were implemented and consequently the former Conditional Pass-Through covered bonds are now Soft Bullet covered bonds. See NN Bank soft bullet webpage for the amended and restated final terms.


Type	Date of Publication	Documentation
Notice to Covered Bond holders	22 April 2022	Notice to Covered Bond holders
Rating bulletin	22 April 2022	Rating Bulletin S&P final
Consent Solicitation Announcement Results	8 April 2022	Consent Solicitation Announcement Results
Investor Presentation	15 March 2022	Investor presentation - Consent Solicitation
Rating bulletin	15 March 2022	Rating Bulletin S&P
(a) the Notice	15 March 2022	Notice - Consent Solicitation
(b) the CPT Base Prospectus	15 March 2022	Conditional Pass-Through Base Prospectus
(c) the Trust Deed	15 March 2022	Conditional Pass-Through Trust Deed
(d) the Soft Bullet Base Prospectus	15 March 2022	Soft Bullet Base Prospectus
(e) the Amended and Restated Final Terms relating to each Series of Covered Bonds	15 March 2022	Amended and Restated Final Terms
(f) the form of the Amended and Restated Global Covered Bonds relating to the Covered Bonds	15 March 2022	Form of the Amended and Restated Global Covered Bonds