Markets.rbs.de

On 6 February 2010 ABN AMRO Bank N.V. (registered with the Dutch Chamber of Commerce under number 33002587) changed
its name to The Royal Bank of Scotland N.V. and on 1 April 2010 ABN AMRO Holding N.V. changed its name to
RBS Holdings N.V. and all references in the attached document to "ABN AMRO Bank N.V." should be read as references to
"The Royal Bank of Scotland N.V." and all references to “ABN AMRO Holding N.V.”, should be read as references to
“RBS Holdings N.V.”.
These name changes are not changes to either the legal entity which issued your securities or the guarantor of them and they do
not affect any of the terms and conditions of your securities. For further information on The Royal Bank of Scotland N.V. or
RBS Holdings N.V., and their financial status please refer to the current Registration Document for RBS Holdings N.V. and
The Royal Bank of Scotland N.V., which is available at www.rbs.de/markets for investors in Germany and www.rbsbank.at/markets
for investors in Austria.
Since 6 February 2010 the name ABN AMRO Bank N.V. has been used by a separate legal entity (registered with the Dutch
Chamber of Commerce under number 34334259), this entity became wholly owned by the State of the Netherlands on 1 April 2010.
Neither the new entity named ABN AMRO Bank N.V. nor the State of the Netherlands will, in any way, guarantee or otherwise
support the obligations under your securities, issued by The Royal Bank of Scotland N.V. (formerly ABN AMRO Bank N.V.),
registered with the Dutch Chamber of Commerce under number 33002587.
Am 6. Februar 2010 hat die ABN AMRO Bank N.V. (eingetragen bei der niederländischen Handelskammer unter der Nummer
33002587) ihre Firmierung in The Royal Bank of Scotland N.V. geändert, und am 1. April 2010 hat die ABN AMRO Holding N.V.
ihre Firmierung in RBS Holdings N.V. geändert. Sämtliche Bezugnahmen in dem beigefügten Dokument auf
"ABN AMRO Bank N.V." sollten deshalb als Bezugnahme auf "The Royal Bank of Scotland N.V." und sämtliche Bezugnahmen
auf "ABN AMRO Holding N.V." als Bezugnahme auf "RBS Holdings N.V. " gelesen werden.
Die Änderung der Firmierungen beinhaltet weder eine Änderung hinsichtlich der Rechtsform oder der juristischen Person, die Ihre
Wertpapiere emittiert hat, noch hinsichtlich der Garantin und hat keine Auswirkungen auf die Ihren Wertpapieren zugrundeliegenden
Bedingungen. Weitere Informationen zur The Royal Bank of Scotland N.V. und zur RBS Holdings N.V. sowie zu ihrer jeweiligen
Finanzlage können Sie dem aktuellen Registrierungsdokument der RBS Holdings N.V. und der The Royal Bank of Scotland N.V.,
das unter www.rbs.de/markets für Anleger in Deutschland und www.rbsbank.at/markets für Anleger in Österreich erhältlich ist,
entnehmen.
Seit dem 6. Februar 2010 wird die Firmierung ABN AMRO Bank N.V. von einer anderen juristischen Person (eingetragen bei der
niederländischen Handelskammer unter der Nummer 34334259) verwendet, die seit dem 1. April 2010 dem niederländischen Staat
gehört. Weder die neue juristische Person firmierend unter ABN AMRO Bank N.V. noch der niederländische Staat werden für die
Verbindlichkeiten aus Ihren von der The Royal Bank of Scotland N.V. (vormals ABN AMRO Bank N.V.), eingetragen bei der
niederländischen Handelskammer unter der Nummer 33002587, emittierten Wertpapieren in irgendeiner Weise eine Garantie
übernehmen oder in sonstiger Weise einstehen.
The Royal Bank of Scotland N.V., established in Amsterdam, The Netherlands. Registered with the Chamber of Commerce in The Netherlands, no 33002587. Authorised by De Nederlandsche Bank N.V. and regulated by the Authority for the Financial Markets in The Netherlands. The Royal Bank of Scotland N.V. is an authorised agent of The Royal Bank of Scotland plc. LAUNCH PAD PROGRAMME
OFFERING SUPPLEMENT NR. 1596
DATED 16 MARCH 2006
500,000 MERCK KGAA MINI LONG CERTIFICATES SERIES A 600,000 MERCK KGAA MINI LONG CERTIFICATES SERIES B 600,000 MERCK KGAA MINI LONG CERTIFICATES SERIES C PURSUANT TO THE ABN AMRO LAUNCH PAD PROGRAMME PROSPECTIVE PURCHASERS OF THE SECURITIES DESCRIBED IN THIS DOCUMENT SHOULD ENSURE THAT THEY UNDERSTAND
FULLY THE NATURE OF THE
SECURITIES AND THE EXTENT OF THEIR EXPOSURE TO THE RISKS ASSOCIATED WITH THE
SECURITIES . THE MARKET PRICE AND / OR VALUE OF THE SECURITIES MAY BE VOLATILE AND HOLDERS OF THE
SECURITIES
MAY SUSTAIN A TOTAL LOSS IN THE VALUE OF THEIR INVESTMENT
(UNLESS THE SECURITIES ARE OF A TYPE IN WHICH CAPITAL
IS PROTECTED ). PROSPECTIVE PURCHASERS NEED TO CONSIDER THE SUITABILITY OF AN INVESTMENT IN THE
SECURITIES IN
LIGHT OF THEIR OWN FINANCIAL , FISCAL , REGULATORY AND OTHER CIRCUMSTANCES . PLEASE REFER TO THE
"RISK
STATEMENT " IN SECTION I OF THE PROGRAMME AND TO "SELLING RESTRICTIONS " ALSO IN SECTION I OF THE PROGRAMME .
Under its LaunchPAD Programme (the "Programme") ABN AMRO Bank N.V. (the "Issuer") incorporated
in The Netherlands with its statutory seat in Amsterdam, acting through its principal office or its branch in London or such further or other branches as it may specify may from time to time issue securities relating to shares and/or indices and/or debt securities and/or currencies and/or commodities. Pursuant to a declaration under Article 2:403 of the Netherlands Civil Code, ABN AMRO Holding N.V. ("Holding") is jointly and
severally liable with the Issuer for the Issuer's obligations under this Programme. The Issuer has now determined to issue 500,000 Merck KGAA Mini Long Certificates Series A, 600,000 Merck KGAA Mini Long Certificates Series B, 600,000 Merck KGAA Mini Long Certificates Series C (the "Securities") as
described in the related offering supplement (the "Offering Supplement"). The Securities are issued upon
the terms and subject to the product conditions (the "Product Conditions") set out in the applicable Offering
Supplement and the general conditions (the "General Conditions") set out in the Programme. The Product
Conditions and the General Conditions shall together be referred to as the "Conditions". References to the
"Underlying" shall be construed as references to the asset(s) specified in the applicable Offering
Application may be made to include the Securities for trading on the Frankfurt Stock Exchange Free Market (SMART Trading) and EUWAX Stuttgart. For the purposes of compliance with the national laws and regulations of any country into which offerings of the Securities is proposed to be made, the Offering Supplement may have attached to it one or more country supplements (each a "Country Supplement"). The
attachment of one or more Country Supplements shall not preclude the attachment of further Country Supplements from time to time. References to 'this document' shall, unless the context requires otherwise, include the applicable Country Supplement and Offering Supplement.
Subject to the rules and regulations of any securities exchange on which the Securities are officially listed or quoted, the Securities may be sold by the Issuer at such times and at such prices as the Issuer may select.
There is no obligation on the Issuer to sell all of the Securities. The Securities may be offered or sold in one or more transactions at the discretion of the Issuer.
The LaunchPAD Programme is dated 28 February 2002 and provides information with respect to a
range of financial instruments which are capable of issue under it. This Offering Supplement
constitutes in relation to the Securities only, a completed version of the LaunchPAD Programme. This
Offering Supplement is dated 16 March 2006.
Subject as set out with respect to the Underlying (as to which, please refer to "Information Relating to the
Underlying"), the Issuer accepts responsibility for the information contained in this document. To the best of
the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
Neither the Issuer nor Holding has authorised the making or provision of any representation or information regarding the Issuer, Holding, or any Securities. Neither the delivery of this document nor the delivery of any Offering Supplements nor any information provided in the course of a transaction in Securities shall, in any circumstances, be construed as a basis for credit or risk evaluation with respect to the Issuer or Holding or a recommendation by the Issuer or Holding to enter into any transaction with respect to any Securities. Each prospective investor contemplating a purchase of Securities should make its own independent investigation of the risks associated with a transaction involving any Securities.
The distribution of this document and the offering, sale and delivery of the Securities in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Securities and the distribution of this document and other offering material relating to the Securities please refer to "Selling Restrictions" in Section I.
In connection with the issue and the distribution of any Securities, any one manager (the "Manager")
appointed by the Issuer or any person acting for it may over-allot or effect transactions with a view to supporting the market price of the Securities at a higher level than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on the Manager or any other person to do this. Such stabilising, if commenced, may be discontinued at any time and must be brought to an end after a limited period. Such stabilising shall also be in compliance with all relevant laws and regulations including the Securities Market Supervision Rules 1999 (Nadere Regeling toezicht effectenverkeer 1999) in The Netherlands. Subject to the rules of the exchange and any applicable market practices, stabilisation may be effected in accordance with the rules and practices and, in any event, if commenced will be discontinued 30 days after the issuance of the Securities.
SUMMARY OF OFFERING
Description:
Open End Certificates with an Issuer Call Option, subject to the Holders right to exercise the Certificates on specified dates, and Merck KGAA Mini Long Certificates Series A Number of Securities:
Underlying:
Issue Price:
Entitlement:
Initial Current Financing Level:
Initial Stop Loss Price:
Settlement:
Settlement Date:
5 Business Days following the Valuation Date, the Issuer Call Date or the Stop Loss Termination Valuation Date Settlement Currency:
Minimum Exercise:
Calculation Agent:
Principal Agent:
Clearing:
Clearstream Banking AG, Euroclear Bank S.A, Clearstream SUMMARY OF OFFERING
Description:
Open End Certificates with an Issuer Call Option, subject to the Holders right to exercise the Certificates on specified dates, and Merck KGAA Mini Long Certificates Series B Number of Securities:
Underlying:
Issue Price:
Entitlement:
Initial Current Financing Level:
Initial Stop Loss Price:
Settlement:
Settlement Date:
5 Business Days following the Valuation Date, the Issuer Call Date or the Stop Loss Termination Valuation Date Settlement Currency:
Minimum Exercise:
Calculation Agent:
Principal Agent:
Clearing:
Clearstream Banking AG, Euroclear Bank S.A, Clearstream SUMMARY OF OFFERING
Description:
Open End Certificates with an Issuer Call Option, subject to the Holders right to exercise the Certificates on specified dates, and Merck KGAA Mini Long Certificates Series C Number of Securities:
Underlying:
Issue Price:
Entitlement:
Initial Current Financing Level:
Initial Stop Loss Price:
Settlement:
Settlement Date:
5 Business Days following the Valuation Date, the Issuer Call Date or the Stop Loss Termination Valuation Date Settlement Currency:
Minimum Exercise:
Calculation Agent:
Principal Agent:
Clearing:
Clearstream Banking AG, Euroclear Bank S.A, Clearstream CONDITIONS : GENERAL CONDITIONS
The General Conditions which follow relate to the Securities and must be read in conjunction with, and
are subject to, the Product Conditions (whether or not attached to this document). The Product Conditions
and the General Conditions together constitute the Conditions of the Securities and will be printed on the
Definitive Securities or attached to the Global Security representing the Securities.
Terms in capitals which are not defined in these General Conditions shall have the meanings ascribed to The Securities constitute unsecured and unsubordinated obligations of the Issuer and rank pari passu among themselves and with all other present and future unsecured and unsubordinated obligations of the Issuer save for those preferred by mandatory provisions of law.
The Issuer shall have the right to terminate the Securities if it shall have determined in its absolute discretion that for reasons beyond its control its performance thereunder shall have become unlawful in whole or in part as a result of compliance in good faith by the Issuer with any applicable present or future law, rule, regulation, judgement, order or directive of any governmental, administrative, legislative or judicial authority or power ("Applicable Law"). In such circumstances the Issuer will, however, if and to the extent permitted
by the Applicable Law, pay to each Holder in respect of each Security held by such Holder an amount calculated by it as the fair market value of the Security immediately prior to such termination (ignoring such illegality) less the cost to the Issuer of unwinding any related hedging arrangements. Payment will be made to the Holder in such manner as shall be notified to the Holder in accordance with General Condition 4.
Validity. Unless otherwise specified in an Offering Supplement, announcements to Holders will be valid if delivered to the Clearing Agent(s).
Delivery. Any such announcement issued pursuant to General Condition 4(a) shall be deemed to be effective on the day following its delivery to the Clearing Agent (and if delivered to more than one Clearing Agent on the date first delivered to a Clearing Agent) or, if published as specified in the relevant Offering Supplement on the date of such publication (and if published in more than one country then on the date first published).
Notification. The Issuer shall as soon as reasonably practicable give instructions to the Calculation Agent to notify the Holders in accordance with General Condition 4(a):(i) if it determines that a Hedging Disruption Event has occurred and (ii) the consequence of such Hedging Disruption Event as determined by the Issuer pursuant to General Condition 5(c).
Hedging Disruption Event. A "Hedging Disruption Event" shall occur if the Issuer determines
that it is or has become not reasonably practicable or it has otherwise become undesirable, for any reason, for the Issuer wholly or partially to establish, re-establish, substitute or maintain a relevant hedging transaction (a "Relevant Hedging Transaction") it deems necessary or
desirable to hedge the Issuer's obligations in respect of the Securities. The reasons for such determination by the Issuer may include, but are not limited to, the following: any material illiquidity in the market for the relevant instruments (the "Disrupted
Instrument") which from time to time are included in the reference asset to which the
a change in any applicable law (including, without limitation, any tax law) or the promulgation of, or change in, the interpretation of any court, tribunal or regulatory authority with competent jurisdiction of any applicable law (including any action taken a material decline in the creditworthiness of a party with whom the Issuer has entered into any such Relevant Hedging Transaction; or the general unavailability of (A) market participants who will agree to enter into a Relevant Hedging Transaction; or (B) market participants who will so enter into a Relevant Hedging Transaction on commercially reasonable terms.
Consequences. The Issuer, in the event of a Hedging Disruption Event, may determine to: terminate the Securities. In such circumstances the Issuer will, however, if and to the extent permitted by the Applicable Law, pay to each Holder in respect of each Security held by such Holder an amount calculated by it as the fair market value of the Security immediately prior to such termination less the cost to the Issuer of unwinding any related hedging arrangements. Where the Securities contain provisions which provide a minimum assured return of principal, howsoever expressed, on the Settlement Date or Maturity Date as applicable, or a minimum assured return of interest or coupons, howsoever expressed, on a relevant Interest Payment Date, any such amount to be paid under this General Condition shall not be less than the present value of such minimum assured return of principal and/or interest or coupons, such present value being determined by the Calculation Agent. Payment will be made to the Holder in such manner as shall be notified to the Holder in accordance with General Condition 4; make an adjustment in good faith to the relevant reference asset by removing the Disrupted Instrument at its fair market value (which may be zero). Upon any such hold any notional proceeds (if any) arising as a consequence thereof and adjust the terms of payment and/or delivery in respect of the Securities; or notionally reinvest such proceeds in other reference asset(s) if so permitted under the Conditions (including the reference asset(s) to which the Securities relate); make any other adjustment to the Conditions as it considers appropriate in order to maintain the theoretical value of the Securities after adjusting for the relevant Hedging Disruption Event. Where the Securities contain provisions which provide a minimum assured return of principal, howsoever expressed, on the Settlement Date or Maturity Date as applicable, or a minimum assured return of interest or coupons, howsoever expressed, on a relevant Interest Payment Date, any such adjustment will in no way affect the Issuer's obligations to make payment to the Holders not less than the minimum assured return of principal and/or interest or coupons on the relevant Settlement Date or Maturity Date, or Interest Payment Date, as applicable.
6. PURCHASES , FURTHER ISSUES BY THE ISSUER AND PRESCRIPTION Purchases. The Issuer or any Affiliate may, except under certain circumstances, purchase Securities at any price in the open market or by tender or private treaty. Any Securities so purchased may be held, surrendered for cancellation or reissued or resold, and Securities so reissued or resold shall for all purposes be deemed to form part of the original series of In this General Condition 6(a) "Affiliate" means any entity controlled directly or indirectly, by
the Issuer, any entity that controls, directly or indirectly, the Issuer, or any entity under common control with the Issuer. As used herein "control" means the ownership of a majority of the
voting power of the entity and "controlled by" and "controls" shall be construed accordingly.
Further Issues. The Issuer shall be at liberty from time to time without the consent of the Holders or any of them to create and issue further securities so as to be consolidated with and form a single series with the Securities.
Prescription. Any Security or Coupon which is capable of presentation and is not so presented by its due date for presentation shall be void, and its value reduced to zero, if not so presented within five years of such due date. For the avoidance of doubt, any Securities which are subject to provisions relating to their exercise shall be void, and their value shall be zero, if not exercised in accordance with their provisions.
Determinations. Any determination made by the Issuer shall (save in the case of manifest error) be final, conclusive and binding on the Holders.
Modifications. The Issuer may without the consent of the Holders or any of them, modify any provision of the Conditions which is (i) of a formal, minor or technical nature, (ii) made to correct a manifest error, or (iii) in its absolute discretion, not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or non-receipt of, such notice will not affect the validity of any such modification.
Substitution of Issuer. The Issuer may at any time, without the consent of the Holders substitute for itself as principal obligor under the Securities any company (the "Substitute"), being any
subsidiary or affiliate of the Issuer, subject to: (i) the obligation of the Substitute under the Securities being guaranteed by ABN AMRO Holding N.V. ("Holding") (unless Holding is the
Substitute); (ii) all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Securities represent legal, valid and binding obligations of the Substitute having been taken, fulfilled and done and being in full force and effect; and (iii) the Issuer having given at least 30 days' prior notice of the date of such substitution to the Holders in accordance with General Condition 4. In the event of any substitution of the Issuer, any reference in the Conditions to the Issuer shall from such time be construed as a reference to the Substitute.
Substitution of Office. The Issuer shall have the right upon notice to the Holders in accordance with General Condition 4 to change the office through which it is acting and shall specify the The Issuer shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other similar payment which may arise as a result of the ownership, transfer or exercise of any Securities. In relation to each Security the relevant Holder shall pay all Expenses as provided in the Product Conditions. All payments or, as the case may be, deliveries in respect of the Securities will be subject in all cases to all applicable fiscal and other laws and regulations (including, where applicable, laws requiring the deduction or withholding for, or on account of, any tax duty or other charge whatsoever). The Holder shall be liable for and/or pay, any tax, duty or charge in connection with, the ownership of and/or any transfer, payment or delivery in respect of the Securities held by such Holder. The Issuer shall have the right, but shall not be obliged, to withhold or deduct from any amount payable such amount, as shall be necessary to account for or to pay any such tax, duty, charge, withholding or other payment. Each Holder shall indemnify the Issuer against any loss, cost or other liability whatsoever sustained or incurred by the Issuer in respect of any such tax, duty, charge, withholding or other payment as referred to above in respect of the Securities of such Holder.
10. REPLACEMENT OF SECURITIES AND COUPONS If any Security or Coupon is lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office of the Principal Agent (or such other place of which notice shall have be given to Holders in accordance with General Condition 4) upon payment by the claimant of the expenses incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Securities and Coupons must be surrendered before replacements will be issued.
11. ADJUSTMENTS FOR EUROPEAN MONETARY UNION Redenomination. The Issuer may, without the consent of any Holder, on giving notice to the Holders in accordance with General Condition 4 elect that, with effect from the Adjustment Date specified in such notice, certain terms of the Securities shall be redenominated in euro. The where the Settlement Currency is the National Currency Unit of a country which is participating in the third stage of European Economic and Monetary Union pursuant to the Treaty, whether as from 1999 or after such date, such Settlement Currency shall be deemed to be an amount of euro converted from the original Settlement Currency into euro at the Established Rate, subject to such provisions (if any) as to rounding as the Issuer may decide and as may be specified in the notice, and after the Adjustment Date, all payments in respect of the Securities will be made solely in euro as though references in the Securities to the Settlement Currency were to euro; where the Conditions contain a rate of exchange or any of the Conditions are expressed in a currency (the "Original Currency") of a country which is participating in the third
stage of European Economic and Monetary Union pursuant to the Treaty, whether as from 1999 or after such date, such rate of exchange and/or any other terms of the Conditions shall be deemed to be expressed in or, in the case of a rate of exchange, converted for or, as the case may be into, euro at the Established Rate; and such other changes shall be made to the Conditions as the Issuer may decide to conform them to conventions then applicable to instruments expressed in euro.
Adjustment to Conditions. The Issuer may, without the consent of the Holders, on giving notice to the Holders in accordance with General Condition 4 make such adjustments to the Conditions as the Issuer may determine to be appropriate to account for the effect of the third stage of European Economic and Monetary Union pursuant to the Treaty on the Conditions.
Euro Conversion Costs. Notwithstanding General Condition 11(a) and/or General Condition 11(b), none of the Issuer, the Calculation Agent nor any Agent shall be liable to any Holder or other person for any commissions, costs, losses or expenses in relation to or resulting from the transfer of euro or any currency conversion or rounding effected in connection therewith.
Definitions Relating to European Economic and Monetary Union. In this General Condition, the following expressions have the meanings set out below.
"Adjustment Date" means a date specified by the Issuer in the notice given to the Holders
pursuant to this Condition which falls, if the currency is that of a country not initially participating in the third stage of European Economic and Monetary Union pursuant to the Treaty, on or after such later date as such country does so participate; "Established Rate" means the rate for the conversion of the Original Currency (including
compliance with rules relating to rounding in accordance with applicable European community regulations) into euro established by the Council of the European Union pursuant to the first sentence of Article 123(4), formerly 109 L (4) of the Treaty; "National Currency Unit" means the unit of the currency of a country as those units are
defined on the day before the start of the third stage of European Economic and Monetary Union pursuant to the Treaty or, in connection with the expansion of such third stage, to any country which has not initially participated in such third stage; and "Treaty" means the treaty establishing the European Community.
Principal Agent and Agents. The Issuer reserves the right at any time to vary or terminate the appointment of any agent (the "Agent") and to appoint further or additional Agents, provided
that no termination of appointment of the principal agent (the "Principal Agent") shall become
effective until a replacement Principal Agent shall have been appointed and provided that, if and to the extent that any of the Securities are listed on any stock exchange or publicly offered in any jurisdiction, there shall be an Agent having a specified office in each country required by the rules and regulation of each such stock exchange and each such jurisdiction and provided further that, if and to the extent that any of the Securities are in registered form, there shall be a Registrar and a Transfer Agent (which may be the Registrar), if so specified in the relevant Product Conditions. Notice of any appointment, or termination of appointment, or any change in the specified office, of any Agent will be given to Holders in accordance with General Condition 4. Each Agent acts solely as agent of the Issuer and does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders or any of them. Any calculations or determinations in respect of the Securities made by an Agent shall (save in the case of manifest error) be final, conclusive and binding on the Holders.
Calculation Agent. The Issuer shall undertake the duties of calculation agent (the "Calculation
Agent" which expression shall include any successor Calculation Agent) in respect of the
Securities unless the Issuer decides to appoint a successor Calculation Agent in accordance with The Issuer reserves the right at any time to appoint another institution as the Calculation Agent provided that no termination of appointment of the existing Calculation Agent shall become effective until a replacement Calculation Agent shall have been appointed. Notice of any termination or appointment will be given to the Holders in accordance with General Condition The Calculation Agent (except where it is the Issuer) acts solely as agent of the Issuer and does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders. Where the Issuer acts in the capacity of the Calculation Agent it does not assume any obligation or duty to, or any relationship of agency or trust for or with, the Holders. In any event, any calculations or determinations in respect of the Securities made by the Calculation Agent (whether or not the Issuer) shall (save in the case of manifest error) be final, conclusive The Calculation Agent (except where it is the Issuer) may, with the consent of the Issuer, delegate any of its obligations and functions to a third party as it deems appropriate. Where the Calculation Agent is the Issuer it may delegate any of its obligations and functions to a third Each Security should be presented for redemption, where applicable, together with all unmatured Coupons relating to it. Upon the due date for redemption of any Security, where applicable, all unmatured Coupons relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.
14. CONTRACTS (RIGHTS OF THIRD PARTIES ) ACT 1999 No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any Condition. The preceding sentence shall not affect any right or remedy of any person which exists or is CONDITIONS : PRODUCT CONDITIONS
RELATING TO SINGLE STOCK MINI LONG CERTIFICATES
The Product Conditions which follow relate to the Securities and must be read in conjunction with, and
are subject to, the General Conditions (whether or not attached to this document). The Product
Conditions and the General Conditions together constitute the Conditions of the Securities and will be
attached to the Global Security representing the Securities.
"Agent" means each of ABN AMRO Bank N.V., London Branch, 250 Bishopsgate, London EC2M 4AA,
United Kingdom as principal agent (the "Principal Agent") and ABN AMRO Bank N.V. Niederlassung
Deutschland, Abteilung Strukturierte Aktienprodukte, Theodor-Heuss-Alle 80, 60486 Frankfurt am Main, Germany, each acting through its specified office and together, the "Agents", which expression shall include
any other Agent appointed pursuant to the provisions of General Condition 12; "Business Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign
exchange markets settle payments in London and a day on which each Clearing Agent is open for business; "Calculation Period" means the number of calendar days from (but excluding) a Reset Date to (and
including) the next following Reset Date; "Cash Amount" means an amount determined by the Calculation Agent in accordance with the following
(Final Reference Price - Current Financing Level) x Entitlement, less Expenses (the "Exercise
Cash Amount"); or,
(Termination Reference Price - Current Financing Level) x Entitlement, less Expenses (the "Issuer Call Cash Amount"); or,
(Stop Loss Termination Reference Price - Current Financing Level) x Entitlement, less Expenses (the "Stop Loss Cash Amount"),
provided that the Cash Amount shall not be less than zero. The Cash Amount shall be converted into the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is specified, and rounded to the nearest two decimal places in the Settlement Currency, 0.005 being rounded downwards; "Clearing Agent" means Clearstream Banking AG, Euroclear Bank S.A. and Clearstream Banking S.A. and
such further or alternative clearing agent(s) or clearance system(s) as may be approved by the Issuer from time to time and notified to the Holders in accordance with General Condition 4 (each a "Clearing Agent"
and together the "Clearing Agents");
"Current Financing Level" means, subject to adjustment in accordance with Product Condition 4, an
amount (which shall be deemed to be a monetary value in the Financing Level Currency) determined by the Calculation Agent, on each day (other than a Saturday or Sunday) on which commercial banks and foreign exchange markets settle payments in the Financing Level Currency, in accordance with the following the Current Financing Level on the previous Reset Date; plus The Current Financing Level on the Issue Date is the level specified as such in the definition of the relevant "Current Spread" means a per annum percentage rate as determined by the Calculation Agent having
regard to the Financing Level Currency, prevailing market conditions and such other factors as the Calculation Agent determines to be relevant. The Calculation Agent may adjust the Current Spread on each Reset Date, but in any event, the Current Spread will not exceed the "Maximum Spread" (as specified in the
definition of the relevant Series) per annum. The Current Spread on the Issue Date is the spread specified as such in the definition of the relevant Series; "Current Stop Loss Premium" means an amount in the Financing Level Currency as determined by the
Calculation Agent on each Reset Date, in its sole and absolute discretion, and subject to adjustment in accordance with Product Condition 4, having regard to the current market conditions (including, without limitation, market volatility). The Current Stop Loss Premium shall not be less than the "Minimum
Premium" nor greater than the "Maximum Premium" (both as specified in the definition of the relevant
Series) of the Current Financing Level, subject to adjustment in accordance with Product Condition 4. The percentage used for calculating the Current Stop Loss Premium (the "Current Stop Loss Premium Rate")
on the Issue Date is the rate specified as such in the definition of the relevant Series; "Entitlement" means the number specified as such in the definition of the relevant Series, subject to any
adjustment in accordance with Product Condition 4; "Exchange" means the exchange or quotation system specified as such in the definition of the relevant
Series or any successor to such exchange or quotation system; "Exchange Rate" means, where the Financing Level Currency is different to the Settlement Currency, the
rate of exchange between the Financing Level Currency and the Settlement Currency as determined by the Calculation Agent by reference to such sources as the Calculation Agent may reasonably determine to be "Exercise" means a Holder's right to exercise the Securities, in accordance with Product Condition 3;
"Exercise Date" means, subject to a Stop Loss Event, the third Business Day preceding the scheduled
Valuation Date, as provided in Product Condition 3; "Exercise Time" means 5.00 p.m. (local time in Frankfurt am Main, Germany);
"Expenses" means all taxes, duties and/or expenses, including all applicable depository, transaction or
exercise charges, stamp duties, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties, arising in connection with (a) the exercise of such Security and/or (b) any payment or delivery due following exercise or otherwise in respect of such Security; "Final Reference Price" means an amount equal to the price of the Share quoted on the Exchange at the
Valuation Time on the Valuation Date as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Shares on the Exchange and such other factors as the Calculation Agent determines relevant; "Financing Level Currency" means the currency specified as such in the definition of the relevant Series;
"Funding Cost" means, subject to adjustment in accordance with Product Condition 4, an amount, as
determined by the Calculation Agent, equal to: Prevailing Rate plus Current Spread; multiplied by the Current Financing Level on the previous Reset Date; multiplied by the number of calendar days elapsed in the Calculation Period (including the current day) "Issue Date" means the date specified as such in the definition of the relevant Series;
"Issuer" means ABN AMRO Bank N.V. incorporated in The Netherlands with its statutory seat in
Amsterdam acting through its principal office or its branch in London or such further or other branches as it "Issuer Call" means termination of the Securities by the Issuer in accordance with Product Condition 3;
"Issuer Call Commencement Date" means the first Business Day following the three month period from
"Issuer Call Date" means the day specified as such in the notice delivered in accordance with Product
Condition 3, and if such day is not a Trading Day, means the first succeeding Trading Day unless, in the determination of the Calculation Agent, a Market Disruption Event has occurred on that day in which case, the Issuer Call Date shall be the first succeeding Trading Day on which the Calculation Agent determines that there is no Market Disruption Event, unless the Calculation Agent determines that there is a Market Disruption Event occurring on each of the five Trading Days immediately following the original date which (but for the Market Disruption Event) would have been the Issuer Call Date. In that case (a) the fifth Trading Day shall be deemed to be the Issuer Call Date (regardless of the Market Disruption Event); and (b) the Calculation Agent shall determine the Termination Reference Price having regard to the then prevailing market conditions, the last reported trading price of the Shares and such other factors as the Calculation "Market Disruption Event" means each event specifed as such in Product Condition 4;
"Notional Dividend Amount" means an amount, as determined by the Calculation Agent, equal to the cash
dividends and/or other cash distributions in respect of the Shares which have an ex-dividend date occurring during the Notional Dividend Period net of applicable withholding taxes at a rate adjusted by application of the United Kingdom tax treaty without regard to any tax credits, and less any Expenses; "Notional Dividend Period" means the period from (but excluding) the Issue Date to (and including) the
earlier of the next following Reset Date, Issuer Call Date or the Stop Loss Termination Date and thereafter from (but excluding) the Reset Date to (and including) the earlier of the next following Reset Date, Issuer Call Date or the Stop Loss Termination Date; "Payment Day" means a day (other than a Saturday or Sunday) on which commercial banks and foreign
exchange markets are open for business (including dealings in foreign exchange and foreign exchange currency deposits) in the principal financial centre for the Settlement Currency or if the Settlement Currency is the euro, any day on which the Trans-European Automated Real-time Gross settlement Express Transfer "Prevailing Rate" means the rate, as determined by the Calculation Agent in its sole and absolute discretion,
for deposits in the Financing Level Currency in the inter-bank market with a maturity of either one month or overnight, as selected by the Calculation Agent in its sole and absolute discretion; "Related Exchange" means an options or futures exchange or quotation system on which options contracts
or futures contracts or other derivatives contracts on the Share are traded; "Reset Date" means the Issue Date and thereafter (a) the 15th day of each calendar month, provided that if
such day is not a Business Day the next following Business Day, or (b) each Business Day, at the determination of the Calculation Agent or such other date as the Issuer may determine in its absolute "Securities" means the Mini Long certificates relating to the Share and each a "Security". References to the
terms "Securities" and "Security" shall be construed severally with respect to each Series;
"Series" means each series of the Securities as set out below:
Merck KGAA Mini Long Certificates Series A Merck KGAA Mini Long Certificates Series B Merck KGAA Mini Long Certificates Series C "Settlement Currency" means the currency specified as such in the definition of the relevant Series;
"Settlement Date" means the fifth Business Day following the Valuation Date, the Stop Loss Termination
Valuation Date or the Issuer Call Date, as the case may be; "Share" means the share specified as such in the definition of the relevant Series, subject to Product
Condition 4 and "Shares" shall be construed accordingly;
"Share Company" means the company specified in the definition of the relevant Series, subject to Product
"Stop Loss Event" means that, subject to any adjustment in accordance with Product Condition 4, the price
of the Share on the Exchange is at any time on any Trading Day other than a time at which there is, in the determination of the Calculation Agent, a Market Disruption Event, less than or equal to the Stop Loss Price; "Stop Loss Price" means an amount calculated on each Stop Loss Reset Date (which shall be deemed to be a
monetary value in the Financing Level Currency), subject to adjustment in accordance with Product Condition 4, determined by the Calculation Agent in its sole and absolute discretion, as: (a) the Current Financing Level on the current Stop Loss Reset Date; plus (b) the Current Stop Loss Premium on the current Stop Loss Reset Date.
The Stop Loss Price shall be rounded upwards at the Issuer's discretion in accordance to the Stop Loss Rounding convention. The Stop Loss Price on the Issue Date shall be the amount specified as such in the "Stop Loss Reset Date" means (a) the 15th day of each calendar month, provided that if such day is not a
Business Day the next following Business Day or (b) each Business Day, at the determination of the "Stop Loss Rounding" means the Stop Loss Rounding convention specified as such in the definition of the
"Stop Loss Termination Date" means the first Trading Day on which the Stop Loss Event occurs;
"Stop Loss Termination Reference Price" means, subject to any adjustment in accordance with Product
Condition 4, an amount (which shall be deemed to be a monetary value in the Financing Level Currency), as determined by the Calculation Agent in its sole and absolute discretion on the Stop Loss Termination Valuation Date, equal to the fair value price of the Share, based on the prices of the Share on the Exchange during the Stop Loss Termination Valuation Period; "Stop Loss Termination Valuation Date" means the last Trading Day during the Stop Loss Termination
"Stop Loss Termination Valuation Period" means a reasonable period immediately following the Stop
Loss Event, as determined by the Calculation Agent in its sole and absolute discretion, which period shall be determined by the liquidity in the underlying market and shall not be greater than 3 hours (and excluding for this purpose any period during which a Market Disruption Event is continuing). If the Stop Loss Event occurs less than 3 hours prior to the official close of trading on the Exchange or the Related Exchange (excluding for this purpose any period during which a Market Disruption Event is continuing), such period shall continue to such number of sequential next following Trading Days as shall be necessary for the total number of such hours to be not more than 3 as determined by the Calculation Agent in its sole and absolute "Termination Reference Price" means an amount equal to the price of the Share at the Valuation Time on
the Issuer Call Date as determined by or on behalf of the Calculation Agent without regard to any "Trading Day" means any day that is (or, but for the occurrence of a Market Disruption Event, would have
been) a trading day on each Exchange and Related Exchange other than a day on which trading on the Exchange or the Related Exchange is scheduled to close prior to its regular weekday closing time; "Valuation Date" means the last Trading Day of March in each year, commencing at least one year after the
Issue Date, unless, in the determination of the Calculation Agent, a Market Disruption Event has occurred on that day in which case, the Valuation Date shall be the first succeeding Trading Day on which the Calculation Agent determines that there is no Market Disruption Event, unless the Calculation Agent determines that there is a Market Disruption Event occurring on each of the five Trading Days immediately following the original date which (but for the Market Disruption Event) would have been a Valuation Date.
In that case (a) the fifth Trading Day shall be deemed to be the Valuation Date (regardless of the Market Disruption Event); and (b) the Calculation Agent shall determine the Final Reference Price having regard to the then prevailing market conditions, the last reported trading price of the Shares and such other factors as the Calculation Agent determines to be relevant; and "Valuation Time" means close of trading on the relevant Exchange in relation to a Share or such other time
as the Issuer may select in its absolute discretion and notify to Holders in accordance with General Condition Terms in capitals which are not defined in these Product Conditions shall have the meanings ascribed to The Securities are represented by a global security (the "Global Security") which will be deposited with the
Clearing Agent and will be transferable only in accordance with the applicable law and the rules and procedures of the relevant Clearing Agent through whose systems the Securities are transferred. Each person (other than another Clearing Agent) who is for the time being shown in the records of the relevant Clearing Agent as the owner of a particular unit quantity of the Securities (in which regard any certificate or other document issued by the relevant Clearing Agent as to the unit quantity of the Securities standing to the credit of the account of any person shall be conclusive and binding for all purposes except in the case of manifest error) shall be treated by the Issuer and each Agent as the holder of such unit quantity of the Securities (and the term "Holder" shall be construed accordingly) for all purposes, other than with respect to any payment
and / or delivery obligations, the right to which shall be vested as regards the Issuer and the Agents, solely in Exercise. Provided no Stop Loss Event has occurred, and notwithstanding notice of an Issuer Call, the Securities are exerciseable by delivery of a Notice prior to the Exercise Time on an Stop Loss Event. Following a Stop Loss Event, the Securities will terminate automatically and the Issuer will give notice to the Holders in accordance with General Condition 4. A Stop Loss Event will override an Issuer Call and/or due Exercise if the Stop Loss Event occurs prior to or on an Issuer Call Date or Valuation Date as the case may be.
Issuer Call. The Issuer may terminate, subject to a valid Exercise or a Stop Loss Event, the Securities, in whole but not in part on any Business Day by giving Holders at least one calendar years notice of its intention to terminate the Securities, such notice to be given at any time from (and including) the Issuer Call Commencement Date. Any such notice shall be given in accordance with the provisions of General Condition 4, and shall specify the Issuer Call Date.
Cash Settlement. Each Security upon due Exercise, termination pursuant to an Issuer Call or following a Stop Loss Event and subject to the delivery by the Holder of a duly completed Notice and to certification as to non-U.S. beneficial ownership, entitles its Holder to receive, from the Issuer on the Settlement Date either: The Exercise Cash Amount, following a valid Exercise, or The Issuer Call Cash Amount, following a valid Issuer Call, or The Stop Loss Cash Amount, following a Stop Loss Event.
Payment Day. If the date for payment of any amount in respect of the Securities is not a Payment Day, the Holder shall not be entitled to payment until the next following Payment Day and shall not be entitled to any interest or other payment in respect of such delay.
General. In the absence of gross negligence or wilful misconduct on its part, none of the Issuer, the Calculation Agent nor any Agent shall have any responsibility for any errors or omissions in The purchase of Securities does not confer on any holder of such Securities any rights (whether in respect of voting, distributions or otherwise) attached to the shares Notice. All payments shall be subject to the delivery of a duly completed notice (a "Notice") to
a Clearing Agent with a copy to the Principal Agent. The form of the Notice may be obtained during normal business hours from the specified office of each Agent.
specify the number of Securities to which it relates; specify the number of the account with the Clearing Agent to be debited with the irrevocably instruct and authorise the Clearing Agent to debit on or before the Settlement specify the number of the account with the Clearing Agent to be credited with the Cash certify that neither the person delivering the Notice nor any person on whose behalf the Notice is being delivered is a U.S. person or a person within the United States. As used herein, "U.S. person" means (A) an individual who is a resident or a citizen of the United
States; (B) a corporation, partnership or other entity organised in or under the laws of the United States or any political subdivision thereof or which has its principal place of business in the United States; (C) any estate or trust which is subject to United States federal income taxation regardless of the source of its income; (D) any trust if a court within the United States is able to exercise primary supervision over the administration of the trust and if one or more United States trustees have the authority to control all substantial decisions of the trust; (E) a pension plan for the employees, officers or principals of a corporation, partnership or other entity described in (B) above; (F) any entity organised principally for passive investment, 10 per cent. or more of the beneficial interests in which are held by persons described in (A) to (E) above if such entity was formed principally for the purpose of investment by such persons in a commodity pool the operator of which is exempt from certain requirements of Part 4 of the United States Commodity Futures Trading Commission's regulations by virtue of its participants being non-U.S. persons; or (G) any other "U.S. person" as such term may be defined in
Regulation S under the United States Securities Act of 1933, as amended, or in regulations adopted under the United States Commodity Exchange Act; and authorise the production of such Notice in any applicable administrative or legal Verification. In respect of each Notice, the relevant Holder must provide evidence reasonably satisfactory to the Principal Agent of its holding of such Securities.
Settlement. The Issuer shall pay or cause to be paid the Cash Amount (if any) for each Security with respect to which a Notice has been delivered to the account specified in the relevant Notice Determinations. Failure properly to complete and deliver a Notice may result in such notice being treated as null and void. Any determination as to whether a Notice has been properly completed and delivered shall be made by the Principal Agent and shall be conclusive and binding on the Issuer and the relevant Holder. Subject as set out below, any Notice so determined to be incomplete or not in proper form, or which is not copied to the Principal Agent immediately after being delivered to a Clearing Agent as provided in the Conditions shall be If such Notice is subsequently corrected to the satisfaction of the Principal Agent, it shall be deemed to be a new Notice submitted at the time such correction is delivered to such Clearing Agent and copied to the Principal Agent.
Any Security with respect to which a Notice has not been duly completed and delivered in the manner set out above by the time specified in Product Condition 3 shall become void.
The Principal Agent shall use its best efforts promptly to notify the relevant Holder if it has determined that a Notice is incomplete or not in proper form. In the absence of gross negligence or wilful misconduct on its part, neither the Issuer nor the Principal Agent shall be liable to any person with respect to any action taken or omitted to be taken by it in connection with such determination or the notification of such determination to a Holder.
Delivery of a Notice. Delivery of a Notice by or on behalf of a Holder shall be irrevocable with respect to the Securities specified and no Notice may be withdrawn after receipt by a Clearing Agent as provided above. After the delivery of a Notice, the Securities which are the subject of Exercise and Settlement Risk. Exercise and settlement of the Securities is subject to all applicable laws, regulations and practices in force at the relevant time and neither the Issuer nor any Agent shall incur any liability whatsoever if it is unable to effect the transactions contemplated, after using all reasonable efforts, as a result of any such laws, regulations or practices. Neither the Issuer nor the Agents shall under any circumstances be liable for any acts or defaults of any Clearing Agent in relation to the performance of its duties in relation to the Market Disruption. The Calculation Agent shall as soon as reasonably practicable under the circumstances notify the Holders in accordance with General Condition 4 if it determines that a Market Disruption Event has occurred.
"Market Disruption Event" means:
the occurrence or existence on any Trading Day during the one hour period that ends at the official close of trading on the Exchange or any Related Exchange of any suspension of or limitation imposed on trading or the disruption or impairment in the ability of market participants in general to effect transactions in (by reason of movements in price reaching or exceeding limits permitted by the relevant exchange or otherwise): (A) the Shares on the Exchange or any other exchange on which the Shares are listed; or (B) any options contracts or futures contracts or other derivatives contracts relating to the Share on any Related Exchange, if, in the determination of the Calculation Agent, such a general moratorium is declared in respect of banking activities in the country in which the Exchange or any Related Exchange is located.
For the purposes of this definition, a limitation on the hours and number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the Exchange or any Related Exchange, but a limitation on trading imposed during the course of the day by reason of movements in price otherwise exceeding levels permitted by the Exchange or any Related Exchange may, if so determined by the Calculation Agent, constitute a Market Disruption Event.
Potential Adjustment Events. Following a declaration by the Share Company of the terms of any Potential Adjustment Event, the Calculation Agent will determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Share make the corresponding adjustment, if any, to any one or more of the Conditions as the Calculation Agent determines appropriate to account for that diluting or concentrative determine the effective date of that adjustment.
The Calculation Agent may, but need not, determine the adjustment by reference to the adjustment in respect of such Potential Adjustment Event made by an options exchange to options on the Shares traded on that options exchange. Upon making any such adjustment, the Calculation Agent shall notify the Holders in accordance with General Condition 4, stating the adjustment to be made to the Conditions and giving brief details of the Potential Adjustment "Potential Adjustment Event" means any of the following: (i) a subdivision, consolidation or
reclassification of relevant Shares (unless a Merger Event), or, a free distribution or dividend of such Shares to existing holders by way of bonus, capitalisation, recapitalisation or similar issue; (ii) a distribution or dividend to existing holders of the relevant Shares of (A) such Shares, or (B) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Share Company equally or proportionately with such payments to holders of such Shares, or (C) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other) at less than the prevailing market price as determined by the Calculation Agent; (iii) an extraordinary dividend; (iv) a distribution of cash dividends on the Shares equal to or greater than 8 per cent. per annum of the then current market value of the Shares; (v) a call by the Share Company in respect of relevant Shares that are not fully paid; (vi) a repurchase by the Share Company of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; or (vii) any other similar event that may have a diluting or concentrative effect on the theoretical value of the De-listing, Merger Event, Nationalisation and Insolvency. If a De-listing, Merger Event, Nationalisation or Insolvency occurs in relation to the Share Company, the Issuer in its sole and absolute discretion may take the action described in (i), (ii) or (iii) below.
require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to any of the other terms of these Conditions to account for the De-listing, Merger Event, Nationalisation or Insolvency, as the case may be, and determine the effective date of that adjustment. The Calculation Agent may (but is under no obligation to) determine the appropriate adjustment by reference to the adjustment in respect of the De-listing, Merger Event, Nationalisation or Insolvency made by any Related Exchange to options contracts or futures contracts or other derivatives contracts on the Shares traded on such Related Exchange; or cancel the Securities by giving notice to Holders in accordance with General Condition 4.
If the Securities are to be cancelled the Issuer will pay an amount to each Holder in respect of each Security held by him which amount shall be the fair market value of a Security (taking into account the De-listing, Merger Event, Nationalisation or Insolvency (as the case may be)) on the day selected for cancellation as shall be selected by the Issuer in its sole and absolute discretion adjusted to fully account for any losses, expenses and costs to the Issuer and/or any affiliate of the Issuer of unwinding or adjusting any underlying or related hedging arrangements (including but not limited to any equity options or selling or otherwise realising any Shares or other instruments of any type whatsoever which the Issuer and/or any of its affiliates may hold as part of such hedging arrangements), all as determined by the Calculation Agent in its sole and absolute discretion. Payment will be made in such manner as shall be notified to the Holders in following any adjustment to the settlement of terms of options contracts or futures contracts or any other derivatives contracts on the Shares traded on any Related Exchange, require the Calculation Agent to make a corresponding adjustment to any of the other terms of these Conditions, which adjustment will be effective as of the date determined by the Calculation Agent to be the effective date of the corresponding adjustment made by the Related Exchange. If options contracts or futures contracts or other derivatives contracts on the Shares are not traded on the Related Exchange, the Calculation Agent will make such adjustment, if any, to any of the other terms of these Conditions as the Calculation Agent in its sole and absolute discretion determines appropriate, with reference to the rules and precedents (if any) set by the Related Exchange to account for the De-listing, Merger Event, Nationalisation or Insolvency (as the case may be) that in the determination of the Calculation Agent would have given rise to an adjustment by the Related Exchange if such options contracts or futures contracts or other derivatives contracts were so traded.
Upon the occurrence of a De-listing, Merger Event, Nationalisation or Insolvency, the Calculation Agent shall notify the Holders in accordance with General Condition 4, stating the occurrence of such De-listing, Merger Event, Nationalisation or Insolvency (as the case may be) and action proposed to be taken in relation thereto.
"De-listing" means a Share for any reason ceases to be listed or is suspended from listing on the
Exchange or any other exchanges on which the Shares are listed (and such cessation or suspension is continuing and such Share is not subsequently listed or quoted on another stock exchange or quotation system acceptable to the Issuer).
"Merger Date" means the date upon which all holders of the Shares of a Share Company (other
than, in the case of a take-over offer, Shares owned or controlled by the offeror) have agreed or have irrevocably become obliged to transfer their Shares.
"Merger Event" means any (i) reclassification or change to the Shares of a Share Company that
results in a transfer of or an irrevocable commitment to transfer all outstanding Shares of such Share Company; (ii) consolidation, amalgamation or merger of a Share Company with or into another entity (other than a consolidation, amalgamation or merger in which such Share Company is the continuing entity and which does not result in any such reclassification or change to all the outstanding Shares of a Share Company); or (iii) other take-over offer for the Shares of a Share Company that results in a transfer of or an irrevocable commitment to transfer the Shares of a Share Company (other than any such Shares owned or controlled by the offeror), in each case if the Merger Date is on or before the Valuation Date, Issuer Call Date or Stop Loss "Nationalisation" means that all the Shares of a Share Company or all the assets or
substantially all the assets of a Share Company are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority or entity.
"Insolvency" means that by reason of the voluntary or involuntary liquidation, bankruptcy or
insolvency of or any analogous proceeding affecting a Share Company, (i) all the Shares are required to be transferred to a receiver, trustee, liquidator or other similar official or (ii) holders of the Shares of that Share Company become legally prohibited from transferring them.
The Calculation Agent shall, as soon as practicable after receipt of any written request to do so, advise a Holder of any determination made by it pursuant to this Product Condition 4 on or before the date of receipt of such request. The Calculation Agent shall make available for inspection by Holders copies of any such determinations.
The Conditions pertaining to the Securities shall be governed by and shall be construed in accordance with INFORMATION RELATING TO THE UNDERLYING
The following summary information has been extracted from public information services
and/or the relevant Exchange, Index Sponsor or the most recent annual report of the Share
Company, as applicable. The Issuer accepts responsibility for accurately reproducing such
extracts but does not accept any further or other responsibility in respect of such information.
The Issuer has not participated in the preparation of such information nor has the Issuer made
any due diligence inquiry with respect to such information and the Issuer assumes no
responsibility for the adequacy or accuracy of such information.
MERCK & CO. INC
SHARE COMPANY
Merck & Co. Inc. is a global pharmaceutical company that discovers, develops, manufactures, and markets a broad range of human and animal health products. Merck’s products include Zocor, a treatment for elevated cholesterol, Propecia a treatment for male pattern hair loss, Fosamax for osteoporosis, Cozaar/Hyza for hypertention, Vioxx for arthritis and Singular for allergic rhinitis. THE SHARES
The Share is the common stock of the Share Company ISIN US58933110775. The primary exchange on which the Shares are listed is New York. SELECTED FINANCIAL INFORMATION
Net Dividends per Share (not in millions) - On 16 February 2006 a regular cash dividend or EUR 0.85 was declared On 17 February 2005 a special cash dividend of EUR 0.20 was declared On 17 February 2005 a regular cash dividend of EUR 0.80 was declared On 16 February 2004 a regular cash dividend of EUR 0.80 was declared On 18 February 2003 a regular cash dividend of EUR 1.00 was declared On 22 March 2001 a regular cash dividend of EUR 0.95 was declared On 5 April 2001 a regular cash dividend of EUR 0.90 was declared HISTORICAL UNDERLYING PRICE INFORMATION
The closing level of the Share on 14 March 2006 was EUR 77.40. Sorce: Bloomberg FURTHER INFORMATION
Further information may be obtained from the Share Company at the address specified below: Website:
6.
SHARE COMPANY DISCLAIMER
The Securities will be the obligations of the Issuer and will not be obligations of the Share Company. This is not an offer of Shares and consequently holders of Securities are not entitled to any shareholders’ rights attached to the Shares. The Share Company has not been involved in the preparation of this Offering Supplement or the issue of the Securities ZUSATZANGABEN FUER DAS
ANGEBOT IN DER BUNDESREPUBLIK DEUTSCHLAND
WERTPAPIERE BEZIEHEN SICH AUSSCHLIESSLICH AUF DEN NACHTRAG NR. 1596 VOM 16. MARZ 2006 GEMAESS § 10 WERTPAPIER -VERKAUFSPROSPEKTGESETZ ZUM Der folgende Abschnitt beschreibt die nach deutschem Steuerrecht auftretenden steuerlichen Folgen der
Veraeusserung von Wertpapieren innerhalb der Einjahresfrist auf Grundlage des zum Zeitpunkt der
Veroeffentlichung des Offering Supplement geltenden Steuerrechts. Diese Zusammenfassung ist
allerdings nicht erschoepfend. Insbesondere werden keine Aussagen ueber die steuerlichen Folgen
gemacht, falls einzelne Wertpapiere nach deutschem Recht als sogenannte Finanzinnovationen oder
eigenkapitalaehnliche Instrumente zu besteuern sind. Inhabern, die in Bezug auf ihre steuerliche
Rechtsposition im Zweifel sind, wird empfohlen, ihren Steuerberater zu konsultieren.
Ein in Deutschland ansaessiger Privatanleger (Wohnsitz oder staendiger Aufenthaltsort in Deutschland), der das Wertpapier innerhalb eines Jahres nach Erwerb veraeussert, unterliegt mit einem Veraeusserungsgewinn grundsaetzlich der Einkommensteuer, (zuzueglich Solidaritaetszuschlag in Hoehe von 5,5% der Der Erfolg aus der Veraeusserung wird als Differenz von Verkaufserloes einerseits sowie urspruenglichen Anschaffungskosten und Spesen andererseits ermittelt. Im Kalenderjahr werden saemtliche Gewinne und Verluste aus diesen Geschaeften saldiert. Liegen die Gewinne nach Saldierung unter Euro 512, bleiben sie steuerfrei; ab Euro 512 sind sie in voller Hoehe steuerpflichtig. Wird nach Saldierung ein Verlust ausgewiesen, kann der Verlust im Vorjahr erzielte Gewinne aus aehnlichen Geschaeften mindern. Ist das nicht moeglich oder gewuenscht, kann der Verlust vorgetragen werden.
Aehnliche Regelungen gelten, wenn der Privatanleger Rechte zum Erwerb/ zur Veraeusserung erwirbt oder Verpflichtungen zum Erwerb/ zur Veraeusserung innerhalb eines Jahres durch Barausgleich oder Glattstellung aufgibt. Auch nach Ablauf der Einjahresfrist kann im Einzelfall eine Steuerpflicht gegeben sein. Sind die Wertpapiere einem Betriebsvermoegen in Deutschland zugeordnet, unterliegt der Gewinn aus der Veraeusserung unabhaengig von der Haltedauer grundsaetzlich der Einkommensteuer - oder Koerperschaftsteuer zuzueglich eines Solidaritaetszuschlags i.H.v. 5,5% hierauf sowie der Gewerbesteuer.
Der Umfang der Steuerpflicht ist allerdings fuer jeden Einzelfall gesondert zu bestimmen (z.B. keine Gewerbesteuerpflicht fuer Angehoerige freier Berufe). Ob Verluste abziehbar sind, haengt von den Umstaenden des Einzelfalls ab. Auch eine nicht in Deutschland ansaessige Person ist im allgemeinen nach den oben genannten Grundsaetzen steuerpflichtig, z.B. wenn sie in Deutschland eine Betriebsstaette unterhaelt oder einen staendigen Vertreter bestellt hat.
Die Wertpapiere sind zum Vertrieb und zum Verkauf in Deutschland geeignet und werden am 16. Marz 2006 emittiert und ab dem 16. Marz 2006 freibleibend zum Verkauf angeboten. Die Wertpapiere koennen direkt von jeder Niederlassung der ABN AMRO Bank N.V. in Deutschland bezogen werden. Es ist beabsichtigt, die Einbeziehung der Wertpapiere in den Freiverkehr an der Frankfurter Wertpapierboerse und in das Boersensegment EUWAX an der Boerse-Stuttgart zu beantragen.
3. INFORMATIONEN ZU SETTLEMENT UND CLEARING Die Wertpapiere sind zum Clearing und Settlement wie nachstehend beschrieben zugelassen worden: Description
Euroclear Bank S.A.
Clearstream
Banking AG (WKN)
500,000 Merck KGAA Mini Long Certificates Series A 600,000 Merck KGAA Mini Long Certificates Series B 600,000 Merck KGAA Mini Long Certificates Series C Diese Informationen entnehmen Sie bitte Product Condition 3. Nur Personen, welche zur entsprechenden Zeit in dem Register der massgeblichen Verwaltungsstelle (Clearing Agent) als Wertpapierinhaber eingetragen sind, werden als solche angesehen.
In Deutschland wenden Sie sich bitte an ABN AMRO Bank N.V. Niederlassung Deutschland, Abteilung Strukturierte Aktienprodukte, Theodor-Heuss-Alle 80, 60846 Frankfurt am Main.
Nachtrag gemaess § 10 Wertpapier-Verkaufsprospektgesetz zum unvollstaendigen Verkaufsprospekt: Dieser Nachtrag wird gemaess § 10 des Wertpapier-Verkaufsprospektgesetzes im Zusammenhang mit dem unvollstaendigen Verkaufsprospekt vom 28. Februar 2002 veroeffentlicht.
Veraenderungen, die fuer die Beurteilung der Emittentin oder der Wertpapiere von wesentlicher Bedeutung sind, werden, zusaetzlich zu einer Bekanntmachung gemaess General Condition 4(a), in einem Nachtrag Dieser Nachtrag sowie der unvollstaendige Verkaufsprospekt werden waehrend der Laufzeit der Wertpapiere zu den ueblichen Geschaeftszeiten in der Geschaeftsstelle der Zahlstelle zur kostenlosen Ausgabe bereitgehalten. Angaben zur Zahlstelle entnehmen Sie bitte der obigen Rubrik 5. (Buero der Zahlstelle).
ABN AMRO BANK N.V. AND ABN AMRO BANK HOLDING N.V.
PRINCIPAL AGENT
AUDITORS
LEGAL ADVISERS

Source: http://markets.rbs.de/MediaLibrary/Document/PDF/ProductDocuments/NL0000189033/NL0000189033_DE_Prospectus.pdf