ANNOUNCEMENT. For Immediate Release 22 May 2017

Transcription

1 ANNOUNCEMENT For Immediate Release 22 May 2017 VERMILLION PROTECTIVE BOND PORTFOLIO P.L.C (the Issuer ) Amendment and Restatement of Conditions and Contractual Terms The Directors of the Issuer wish to announce that on 15 May 2017, with the consent of the holders of 100% of the Notes listed below (the Notes ) and pursuant to the terms of a Deed of Amendment entered into between the Issuer and BNY Mellon Corporate Trustee Services Limited (the Trustee ): (a) the terms and conditions of the Notes setout in the Master Trust Deed were replaced with the terms and conditions of the Notes (the Amended Conditions ) set out in the schedule to the supplemental trust deed dated 15 May 2017 entered into between, amongst others, the Issuer and the Trustee, the effect of which was to delete the second paragraph of Condition 7(g) and replace same with the following; To exercise such option the holder must deposit such Note (together with all unmatured Coupons and unexchanged Talons) with any Paying Agent (in the case of Bearer Notes) or the Registrar or any Transfer Agent (in the case of Registered Notes) at its specified office, together with a duly completed option exercise notice ( Exercise Notice ) in the form obtainable from any Paying Agent, the Registrar or any Transfer Agent within the Noteholders Option Period specified in the Final Terms or Series Offering Document, as applicable. A duly completed Exercise Notice together with the relevant Note shall be deposited with the relevant Paying Agent or Registrar or Transfer Agent, as applicable, within such period prior to the relevant Optional Redemption Date as shall be specified in the applicable Final Terms or Series Offering Document, as applicable, which shall not be shorter than 5 Business Days prior to the relevant Optional Redemption Date, or if no such period is so specified, no fewer than 5 Business Days prior to the relevant Optional Redemption Date. No Note so deposited and option so exercised may be withdrawn without the prior consent of the Issuer (except that such Note will be returned to the relevant Noteholder by the Paying Agent, the Registrar or Transfer Agent with which it has been deposited if, prior to the date for its redemption or the exercise of the option, the Note becomes immediately due and payable or if upon due presentation payment of the redemption moneys is not made or exercise of the option is denied). ; and (b) the contractual terms of the Notes were amended and restated (in the forms set out in the Schedule hereto respectively). Capitalised terms used but undefined herein have the meanings given to them in the Amended Conditions.

2 The Notes 1. Series No EUR 65,000,000 Floating Rate Secured Senior Notes 2. Series No EUR 5,600,000 Floating Rate Secured Senior Notes 3. Series No EUR 70,000,000 Floating Rate Secured Senior Notes 4. Series No EUR 50,000,000 Floating Rate Secured Senior Notes 5. Series No EUR 55,000,000 Floating Rate Secured Senior Notes 6. Series No EUR 45,000,000 Floating Rate Secured Senior Notes 7. Series No USD 100,000,000 Floating Rate Secured Senior Notes 8. Series No USD 35,000,000 Floating Rate Secured Senior Notes 9. Series No CZK 675,000,000 Floating Rate Secured Senior Notes 10. Series No CZK 150,000,000 Floating Rate Secured Senior Notes 11. Series No CZK 36,000,000 Floating Rate Secured Senior Notes 12. Series No PLN 11,500,000 Floating Rate Secured Senior Notes 13. Series No EUR 21,000,000 Floating Rate Secured Senior Notes 14. Series No EUR 32,000,000 Floating Rate Secured Senior Notes 15. Series No EUR 23,500,000 Floating Rate Secured Senior Notes 16. Series No EUR 29,000,000 Floating Rate Secured Senior Notes 17. Series No EUR 29,000,000 Floating Rate Secured Senior Notes 18. Series No USD 98,000,000 Floating Rate Secured Senior Notes 19. Series No USD 80,000,000 Floating Rate Secured Senior Notes 20. Series No CZK 575,000,000 Floating Rate Secured Senior Notes Enquiries: McCann FitzGerald Listing Services Limited Tony Spratt Phone:

3 SCHEDULE

4 CONTRACTUAL TERMS Contractual Terms of the Notes as amended and restated on 15 May 2017 Vermillion Protective Bond Portfolio p.l.c. (incorporated with limited liability in Ireland with registered number ) Series No Tranche 1 EUR 65,000,000 Floating Rate Secured Senior Notes (the Notes ) issued pursuant to the 40,000,000,000 Programme for the issue of Notes arranged by KBC Bank NV Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. 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.

5 PART A CONTRACTUAL TERMS AND LISTING Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the Conditions ). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document. The terms of the Notes are as follows: 1. Issuer: Vermillion Protective Bond Portfolio p.l.c. 2. (i) Series No: (ii) Tranche Number: 1 (iii) Date on which Notes become fungible The Notes are consolidated, form a single series and are interchangeable for trading purposes with each tranche of notes of the series referred to at paragraph 2(i) above that are in issue on the date of the amendment and restatement of these contractual terms. (iv) Status General Short Series Senior (v) Date Board approval for Issuance of Notes obtained: Not applicable 3. Specified Denomination(s): EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms 4. Relevant Currency: EUR 5. Principal Amount of Series: EUR 65,000,000

6 6. Issue Date: 24 March Issue Price: 100 per cent 8. Net Proceeds: Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading 9. (i) Maturity Date: The Interest Payment Date next following 1 January 2040 (ii) Optional Maturity Date Extension (iii) Automatic Maturity Date Extension Applicable 10. Form of Notes: Bearer 11. Interest Basis: Floating Rate 12. Interest Commencement Date: 10 January Interest Cessation Date: Maturity Date 14. Redemption Amount: Principal Amount 15. Early Redemption Amount: Principal Amount 16. Call Option: Applicable 17. Put Option: Applicable PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 18. Interest Payment Date(s): 10 January and 10 July of each year, subject to the Business Day Convention 19. Fixed Rate Note Provisions 20. Floating Rate Note Provisions Applicable (i) Primary Source for Floating Rate: Reuters (ii) Benchmark: Six-month Euribor (iii) Representative Amount: None Specified

7 (iv) Specified Duration: None Specified (v) Relevant Financial Centre: None Specified (vi) Relevant Time: None Specified (vii) Margin: (i) (ii) in relation to all Interest Rates in relation to specified Interest Accrual Periods per cent per annum 21. Interest Determination Date: 22. Interest Period Date(s) (if applicable): Interest Payment Dates 23. Minimum Interest Rate (if applicable): 24. Maximum Interest Rate (if applicable): 25. Additional Interest Applicable 26. Business Day Convention: Preceding Business Day Convention 27. Day Count Fraction: Actual/ Zero Coupon Provisions PROVISIONS RELATING TO REDEMPTION 29. Redemption at the option of the Issuer: Applicable (i) Issuer s Option Period: Until the Maturity Date (ii) Optional Redemption Date(s): 16 th or last day of any month subject to the Business Day Convention (iii) Redemption in part or in whole: In Whole

8 30. Redemption at the option of the Noteholders or other Noteholders Option: Applicable (i) (ii) Noteholders Option Period: Option Available to all Noteholders: Until the Maturity Date Applicable (iii) Optional Redemption Date(s): Each day during the Noteholders Option Period, subject to the Business Day Convention GENERAL PROVISIONS APPLICABLE TO THE NOTES 31. Calculation Agent: Bank of New York Mellon pursuant to the Agency Agreement 32. Exchange of Global Note for Individual Certificates at the request of the holder: 33. Payment Business Day Centre (Condition 8(h)): Dublin, Brussels and London 34. Exchange: (a) Notes to be represented on issue by: Permanent Global Note (b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates: (c) Permanent Global Note exchangeable for Definitive Bearer Notes: Applicable LISTING AND ADMISSION TO TRADING APPLICATION The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the 40,000,000,000 Programme for the issue of Notes of the Issuer. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian,

9 Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document. This document is hereby executed by or on behalf of the Issuer. Vermillion Protective Bond Portfolio p.l.c. By:... Authorised Signatory

10 PART B OTHER INFORMATION 1 LISTING (i) Listing: (ii) Admission to trading: Irish Stock Exchange p.l.c. Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date. 2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer (ii) Estimated net proceeds (iii) Estimate of total expenses related to admission to trading: See Use of Proceeds and Expenses wording in Base Prospectus Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading EUR NOTIFICATION 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in Subscription and Sale in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. YIELD (Fixed Rate Notes only) 6. OPERATIONAL INFORMATION ISIN Code: XS Common Code: CUSIP Number: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s):

11 Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery free of payment 7. GENERAL The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[ ] [ ], producing a sum of (for Notes not denominated in euro): Tradeable Amount: EUR 1, SPECIFIC CHARGED ASSETS 9. DISTRIBUTION (i) Method of Distribution Non-syndicated (ii) If syndicated: (i) Names and addresses of Managers and underwriting commitments: (ii) Date of [Subscription] Agreement: (iii) Stabilising Manager(s) if any: (iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium (iv) Indication of the overall amount of the underwriting commission and of the placing commission EUR 600 (v) U.S. selling restrictions: TEFRA C (vi) Non-exempt Offer: 10. TERMS AND CONDITIONS OF THE OFFER (i) Offer Price: Issue Price (ii) Conditions to which the offer is subject: (iii) The time period, including any possible amendments, during which the offer will be open and description of the

12 (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium

13 CONTRACTUAL TERMS Contractual Terms of the Notes as amended and restated on 15 May 2017 Vermillion Protective Bond Portfolio p.l.c. (incorporated with limited liability in Ireland with registered number ) Series No Tranche 1 EUR 5,600,000 Floating Rate Secured Senior Notes (the Notes ) issued pursuant to the 40,000,000,000 Programme for the issue of Notes arranged by KBC Bank NV Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. 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.

14 PART A CONTRACTUAL TERMS AND LISTING Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the Conditions ). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document. The terms of the Notes are as follows: 1. Issuer: Vermillion Protective Bond Portfolio p.l.c. 2. (i) Series No: (ii) Tranche Number: 1 (iii) Date on which Notes become fungible The Notes are consolidated, form a single series and are interchangeable for trading purposes with each tranche of notes of the series referred to at paragraph 2(i) above that are in issue on the date of the amendment and restatement of these contractual terms. (iv) Status General Short Series Senior (v) Date Board approval for Issuance of Notes obtained: Not applicable 3. Specified Denomination(s): EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms 4. Relevant Currency: EUR 5. Principal Amount of Series: EUR 5,600,000

15 6. Issue Date: 24 March Issue Price: 100 per cent 8. Net Proceeds: Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading 9. (i) Maturity Date: The Interest Payment Date next following 1 January 2040 (ii) Optional Maturity Date Extension (iii) Automatic Maturity Date Extension Applicable 10. Form of Notes: Bearer 11. Interest Basis: Floating Rate 12. Interest Commencement Date: 10 February Interest Cessation Date: Maturity Date 14. Redemption Amount: Principal Amount 15. Early Redemption Amount: Principal Amount 16. Call Option: Applicable 17. Put Option: Applicable PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 18. Interest Payment Date(s): 10 February and 10 August of each year, subject to the Business Day Convention 19. Fixed Rate Note Provisions 20. Floating Rate Note Provisions Applicable (i) Primary Source for Floating Rate: Reuters (ii) Benchmark: Six-month Euribor (iii) Representative Amount: None Specified

16 (iv) Specified Duration: None Specified (v) Relevant Financial Centre: None Specified (vi) Relevant Time: None Specified (vii) Margin: (i) (ii) in relation to all Interest Rates in relation to specified Interest Accrual Periods per cent per annum 21. Interest Determination Date: 22. Interest Period Date(s) (if applicable): Interest Payment Dates 23. Minimum Interest Rate (if applicable): 24. Maximum Interest Rate (if applicable): 25. Additional Interest Applicable 26. Business Day Convention: Preceding Business Day Convention 27. Day Count Fraction: Actual/ Zero Coupon Provisions PROVISIONS RELATING TO REDEMPTION 29. Redemption at the option of the Issuer: Applicable (i) Issuer s Option Period: Until the Maturity Date (ii) Optional Redemption Date(s): 16 th or last day of any month subject to the Business Day Convention (iii) Redemption in part or in whole: In Whole

17 30. Redemption at the option of the Noteholders or other Noteholders Option: Applicable (i) (ii) Noteholders Option Period: Option Available to all Noteholders: Until the Maturity Date Applicable (iii) Optional Redemption Date(s): Each day during the Noteholders Option Period, subject to the Business Day Convention GENERAL PROVISIONS APPLICABLE TO THE NOTES 31. Calculation Agent: Bank of New York Mellon pursuant to the Agency Agreement 32. Exchange of Global Note for Individual Certificates at the request of the holder: 33. Payment Business Day Centre (Condition 8(h)): Dublin, Brussels and London 34. Exchange: (a) Notes to be represented on issue by: Permanent Global Note (b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates: (c) Permanent Global Note exchangeable for Definitive Bearer Notes: Applicable LISTING AND ADMISSION TO TRADING APPLICATION The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the 40,000,000,000 Programme for the issue of Notes of the Issuer. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian,

18 Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document. This document is hereby executed by or on behalf of the Issuer. Vermillion Protective Bond Portfolio p.l.c. By:... Authorised Signatory

19 PART B OTHER INFORMATION 1 LISTING (i) Listing: (ii) Admission to trading: Irish Stock Exchange p.l.c. Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date. 2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer (ii) Estimated net proceeds (iii) Estimate of total expenses related to admission to trading: See Use of Proceeds and Expenses wording in Base Prospectus Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading EUR NOTIFICATION 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in Subscription and Sale in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. YIELD (Fixed Rate Notes only) 6. OPERATIONAL INFORMATION ISIN Code: XS Common Code: CUSIP Number: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s):

20 Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery free of payment 7. GENERAL The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[ ] [ ], producing a sum of (for Notes not denominated in euro): Tradeable Amount: EUR 1, SPECIFIC CHARGED ASSETS 9. DISTRIBUTION (i) Method of Distribution Non-syndicated (ii) If syndicated: (i) Names and addresses of Managers and underwriting commitments: (ii) Date of [Subscription] Agreement: (iii) Stabilising Manager(s) if any: (iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium (iv) Indication of the overall amount of the underwriting commission and of the placing commission EUR 600 (v) U.S. selling restrictions: TEFRA C (vi) Non-exempt Offer: 10. TERMS AND CONDITIONS OF THE OFFER (i) Offer Price: Issue Price (ii) Conditions to which the offer is subject: (iii) The time period, including any possible amendments, during which the offer will be open and description of the

21 (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium

22 CONTRACTUAL TERMS Contractual Terms of the Notes as amended and restated on 15 May 2017 Vermillion Protective Bond Portfolio p.l.c. (incorporated with limited liability in Ireland with registered number ) Series No Tranche 1 EUR 70,000,000 Floating Rate Secured Senior Notes (the Notes ) issued pursuant to the 40,000,000,000 Programme for the issue of Notes arranged by KBC Bank NV Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. 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.

23 PART A CONTRACTUAL TERMS AND LISTING Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the Conditions ). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document. The terms of the Notes are as follows: 1. Issuer: Vermillion Protective Bond Portfolio p.l.c. 2. (i) Series No: (ii) Tranche Number: 1 (iii) Date on which Notes become fungible The Notes are consolidated, form a single series and are interchangeable for trading purposes with each tranche of notes of the series referred to at paragraph 2(i) above that are in issue on the date of the amendment and restatement of these contractual terms. (iv) Status General Short Series Senior (v) Date Board approval for Issuance of Notes obtained: Not applicable 3. Specified Denomination(s): EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms 4. Relevant Currency: EUR 5. Principal Amount of Series: EUR 70,000,000

24 6. Issue Date: 24 March Issue Price: 100 per cent 8. Net Proceeds: Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading 9. (i) Maturity Date: The Interest Payment Date next following 1 January 2040 (ii) Optional Maturity Date Extension (iii) Automatic Maturity Date Extension Applicable 10. Form of Notes: Bearer 11. Interest Basis: Floating Rate 12. Interest Commencement Date: 23 September Interest Cessation Date: Maturity Date 14. Redemption Amount: Principal Amount 15. Early Redemption Amount: Principal Amount 16. Call Option: Applicable 17. Put Option: Applicable PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 18. Interest Payment Date(s): 23 March and 23 September of each year, subject to the Business Day Convention 19. Fixed Rate Note Provisions 20. Floating Rate Note Provisions Applicable (i) Primary Source for Floating Rate: Reuters (ii) Benchmark: Six-month Euribor (iii) Representative Amount: None Specified

25 (iv) Specified Duration: None Specified (v) Relevant Financial Centre: None Specified (vi) Relevant Time: None Specified (vii) Margin: (i) (ii) in relation to all Interest Rates in relation to specified Interest Accrual Periods per cent per annum 21. Interest Determination Date: 22. Interest Period Date(s) (if applicable): Interest Payment Dates 23. Minimum Interest Rate (if applicable): 24. Maximum Interest Rate (if applicable): 25. Additional Interest Applicable 26. Business Day Convention: Preceding Business Day Convention 27. Day Count Fraction: Actual/ Zero Coupon Provisions PROVISIONS RELATING TO REDEMPTION 29. Redemption at the option of the Issuer: Applicable (i) Issuer s Option Period: Until the Maturity Date (ii) Optional Redemption Date(s): 16 th or last day of any month subject to the Business Day Convention (iii) Redemption in part or in whole: In Whole

26 30. Redemption at the option of the Noteholders or other Noteholders Option: Applicable (i) (ii) Noteholders Option Period: Option Available to all Noteholders: Until the Maturity Date Applicable (iii) Optional Redemption Date(s): Each day during the Noteholders Option Period, subject to the Business Day Convention GENERAL PROVISIONS APPLICABLE TO THE NOTES 31. Calculation Agent: Bank of New York Mellon pursuant to the Agency Agreement 32. Exchange of Global Note for Individual Certificates at the request of the holder: 33. Payment Business Day Centre (Condition 8(h)): Dublin, Brussels and London 34. Exchange: (a) Notes to be represented on issue by: Permanent Global Note (b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates: (c) Permanent Global Note exchangeable for Definitive Bearer Notes: Applicable LISTING AND ADMISSION TO TRADING APPLICATION The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the 40,000,000,000 Programme for the issue of Notes of the Issuer. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian,

27 Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document. This document is hereby executed by or on behalf of the Issuer. Vermillion Protective Bond Portfolio p.l.c. By:... Authorised Signatory

28 PART B OTHER INFORMATION 1 LISTING (i) Listing: (ii) Admission to trading: Irish Stock Exchange p.l.c. Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date. 2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer (ii) Estimated net proceeds (iii) Estimate of total expenses related to admission to trading: See Use of Proceeds and Expenses wording in Base Prospectus Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading EUR NOTIFICATION 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in Subscription and Sale in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. YIELD (Fixed Rate Notes only) 6. OPERATIONAL INFORMATION ISIN Code: XS Common Code: CUSIP Number: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s):

29 Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery free of payment 7. GENERAL The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[ ] [ ], producing a sum of (for Notes not denominated in euro): Tradeable Amount: EUR 1, SPECIFIC CHARGED ASSETS 9. DISTRIBUTION (i) Method of Distribution Non-syndicated (ii) If syndicated: (i) Names and addresses of Managers and underwriting commitments: (ii) Date of [Subscription] Agreement: (iii) Stabilising Manager(s) if any: (iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium (iv) Indication of the overall amount of the underwriting commission and of the placing commission EUR 600 (v) U.S. selling restrictions: TEFRA C (vi) Non-exempt Offer: 10. TERMS AND CONDITIONS OF THE OFFER (i) Offer Price: Issue Price (ii) Conditions to which the offer is subject: (iii) The time period, including any possible amendments, during which the offer will be open and description of the

30 (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium

31 CONTRACTUAL TERMS Contractual Terms of the Notes as amended and restated on 15 May 2017 Vermillion Protective Bond Portfolio p.l.c. (incorporated with limited liability in Ireland with registered number ) Series No Tranche 1 and 2 EUR 50,000,000 Floating Rate Secured Senior Notes (the Notes ) issued pursuant to the 40,000,000,000 Programme for the issue of Notes arranged by KBC Bank NV Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. 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.

32 PART A CONTRACTUAL TERMS AND LISTING Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the Conditions ). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document. The terms of the Notes are as follows: 1. Issuer: Vermillion Protective Bond Portfolio p.l.c. 2. (i) Series No: (ii) Tranche Number: 1 and 2 (iii) Date on which Notes become fungible The Notes are consolidated, form a single series and are interchangeable for trading purposes with each tranche of notes of the series referred to at paragraph 2(i) above that are in issue on the date of the amendment and restatement of these contractual terms. (iv) Status General Short Series Senior (v) Date Board approval for Issuance of Notes obtained: Not applicable 3. Specified Denomination(s): EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms 4. Relevant Currency: EUR 5. Principal Amount of Series: EUR 50,000,000

33 6. Issue Date: 24 March Issue Price: 100 per cent 8. Net Proceeds: Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading 9. (i) Maturity Date: The Interest Payment Date next following 1 January 2040 (ii) Optional Maturity Date Extension (iii) Automatic Maturity Date Extension Applicable 10. Form of Notes: Bearer 11. Interest Basis: Floating Rate 12. Interest Commencement Date: 23 October Interest Cessation Date: Maturity Date 14. Redemption Amount: Principal Amount 15. Early Redemption Amount: Principal Amount 16. Call Option: Applicable 17. Put Option: Applicable PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 18. Interest Payment Date(s): 23 April and 23 October of each year, subject to the Business Day Convention 19. Fixed Rate Note Provisions 20. Floating Rate Note Provisions Applicable (i) Primary Source for Floating Rate: Reuters (ii) Benchmark: Six-month Euribor (iii) Representative Amount: None Specified

34 (iv) Specified Duration: None Specified (v) Relevant Financial Centre: None Specified (vi) Relevant Time: None Specified (vii) Margin: (i) (ii) in relation to all Interest Rates in relation to specified Interest Accrual Periods per cent per annum 21. Interest Determination Date: 22. Interest Period Date(s) (if applicable): Interest Payment Dates 23. Minimum Interest Rate (if applicable): 24. Maximum Interest Rate (if applicable): 25. Additional Interest Applicable 26. Business Day Convention: Preceding Business Day Convention 27. Day Count Fraction: Actual/ Zero Coupon Provisions PROVISIONS RELATING TO REDEMPTION 29. Redemption at the option of the Issuer: Applicable (i) Issuer s Option Period: Until the Maturity Date (ii) Optional Redemption Date(s): 16 th or last day of any month subject to the Business Day Convention (iii) Redemption in part or in whole: In Whole

35 30. Redemption at the option of the Noteholders or other Noteholders Option: Applicable (i) (ii) Noteholders Option Period: Option Available to all Noteholders: Until the Maturity Date Applicable (iii) Optional Redemption Date(s): Each day during the Noteholders Option Period, subject to the Business Day Convention GENERAL PROVISIONS APPLICABLE TO THE NOTES 31. Calculation Agent: Bank of New York Mellon pursuant to the Agency Agreement 32. Exchange of Global Note for Individual Certificates at the request of the holder: 33. Payment Business Day Centre (Condition 8(h)): Dublin, Brussels and London 34. Exchange: (a) Notes to be represented on issue by: Permanent Global Note (b) Temporary Global Note exchangeable for Definitive Bearer Notes/Individual Certificates: (c) Permanent Global Note exchangeable for Definitive Bearer Notes: Applicable LISTING AND ADMISSION TO TRADING APPLICATION The Final Terms dated on or about the relevant Issue Date comprised the Final Terms required to list and have admitted to trading the issue of Notes described herein pursuant to the 40,000,000,000 Programme for the issue of Notes of the Issuer. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. None of the Trustee, Paying Agents, Administration Agent, Registrar, Transfer Agent, Calculation Agent, the Custodian,

36 Arranger, Dealers or Portfolio Manager accept responsibility for the information contained in this document. This document is hereby executed by or on behalf of the Issuer. Vermillion Protective Bond Portfolio p.l.c. By:... Authorised Signatory

37 PART B OTHER INFORMATION 1 LISTING (i) Listing: (ii) Admission to trading: Irish Stock Exchange p.l.c. Application has been made for the Notes to be admitted to trading on the Main Securities Market of the Irish Stock Exchange with effect from the relevant Issue Date. 2. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer (ii) Estimated net proceeds (iii) Estimate of total expenses related to admission to trading: See Use of Proceeds and Expenses wording in Base Prospectus Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading EUR NOTIFICATION 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in Subscription and Sale in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. 5. YIELD (Fixed Rate Notes only) 6. OPERATIONAL INFORMATION ISIN Code: XS Common Code: CUSIP Number: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s):

38 Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery free of payment 7. GENERAL The aggregate principal amount of Notes issued has been translated into euro at the rate of EUR/[ ] [ ], producing a sum of (for Notes not denominated in euro): Tradeable Amount: EUR 1, SPECIFIC CHARGED ASSETS 9. DISTRIBUTION (i) Method of Distribution Non-syndicated (ii) If syndicated: (i) Names and addresses of Managers and underwriting commitments: (ii) Date of [Subscription] Agreement: (iii) Stabilising Manager(s) if any: (iii) If non-syndicated, name of Dealer: KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium (iv) Indication of the overall amount of the underwriting commission and of the placing commission EUR 600 (v) U.S. selling restrictions: TEFRA C (vi) Non-exempt Offer: 10. TERMS AND CONDITIONS OF THE OFFER (i) Offer Price: Issue Price (ii) Conditions to which the offer is subject: (iii) The time period, including any possible amendments, during which the offer will be open and description of the

39 (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) application process: Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: If the offer is being made simultaneously in the markets of two or more countries and if a tranche has been or is being reserved for certain of these, indicate any such tranche. Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Qualified investors (as defined in the Prospectus Directive) in Belgium and Luxembourg only KBC Bank NV, Havenlaan 2, B-1080 Brussels, Belgium

40 CONTRACTUAL TERMS Contractual Terms of the Notes as amended and restated on 15 May 2017 Vermillion Protective Bond Portfolio p.l.c. (incorporated with limited liability in Ireland with registered number ) Series No Tranche 1 EUR 55,000,000 Floating Rate Secured Senior Notes (the Notes ) issued pursuant to the 40,000,000,000 Programme for the issue of Notes arranged by KBC Bank NV Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. 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.

41 PART A CONTRACTUAL TERMS AND LISTING Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the schedule to the Supplemental Trust Deed dated 15 May 2017 made between, amongst others, the Issuer and the Trustee (the Conditions ). This document does not constitute Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive. Final Terms in respect of the Notes were issued on or about the relevant Issue Date. This document sets out the contractual terms of the Notes as amended and restated on 15 May References in the Conditions to the Final Terms of the Notes shall be deemed to be references to this document. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. Prospective purchasers should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the currencies, shares, etc. based upon such investigations and not in reliance upon any information given in this document. The terms of the Notes are as follows: 1. Issuer: Vermillion Protective Bond Portfolio p.l.c. 2. (i) Series No: (ii) Tranche Number: 1 (iii) Date on which Notes become fungible The Notes are consolidated, form a single series and are interchangeable for trading purposes with each tranche of notes of the series referred to at paragraph 2(i) above that are in issue on the date of the amendment and restatement of these contractual terms. (iv) Status General Short Series Senior (v) Date Board approval for Issuance of Notes obtained: Not applicable 3. Specified Denomination(s): EUR 1,000 - See also the Tradeable Amount in Part B of these Final Terms 4. Relevant Currency: EUR 5. Principal Amount of Series: EUR 55,000,000

42 6. Issue Date: 24 March Issue Price: 100 per cent 8. Net Proceeds: Aggregate initial principal amount of each Tranche less an amount equal to Dealer's commission and expenses related to admission to trading 9. (i) Maturity Date: The Interest Payment Date next following 1 January 2040 (ii) Optional Maturity Date Extension (iii) Automatic Maturity Date Extension Applicable 10. Form of Notes: Bearer 11. Interest Basis: Floating Rate 12. Interest Commencement Date: 10 November Interest Cessation Date: Maturity Date 14. Redemption Amount: Principal Amount 15. Early Redemption Amount: Principal Amount 16. Call Option: Applicable 17. Put Option: Applicable PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 18. Interest Payment Date(s): 10 May and 10 November of each year, subject to the Business Day Convention 19. Fixed Rate Note Provisions 20. Floating Rate Note Provisions Applicable (i) Primary Source for Floating Rate: Reuters (ii) Benchmark: Six-month Euribor (iii) Representative Amount: None Specified

43 (iv) Specified Duration: None Specified (v) Relevant Financial Centre: None Specified (vi) Relevant Time: None Specified (vii) Margin: (i) (ii) in relation to all Interest Rates in relation to specified Interest Accrual Periods per cent per annum 21. Interest Determination Date: 22. Interest Period Date(s) (if applicable): Interest Payment Dates 23. Minimum Interest Rate (if applicable): 24. Maximum Interest Rate (if applicable): 25. Additional Interest Applicable 26. Business Day Convention: Preceding Business Day Convention 27. Day Count Fraction: Actual/ Zero Coupon Provisions PROVISIONS RELATING TO REDEMPTION 29. Redemption at the option of the Issuer: Applicable (i) Issuer s Option Period: Until the Maturity Date (ii) Optional Redemption Date(s): 16 th or last day of any month subject to the Business Day Convention (iii) Redemption in part or in whole: In Whole