FINAL TERMS. Dated 25 May 2011 ABN AMRO BANK N.V. 2,000,000 BULL CERTIFICATES ON KONINKLIJKE KPN N.V. ISSUE PRICE: EUR 10.22
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1 FINAL TERMS Dated 25 May 2011 ABN AMRO BANK N.V. 2,000,000 BULL CERTIFICATES ON KONINKLIJKE KPN N.V. ISSUE PRICE: EUR THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT") AND THE SECURITIES MAY NOT BE EXERCISED, OFFERED, SOLD, TRANSFERRED OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT. FURTHERMORE, TRADING IN THE SECURITIES HAS NOT BEEN APPROVED BY THE UNITED STATES COMMODITY FUTURES TRADING COMMISSION UNDER THE UNITED STATES COMMODITY EXCHANGEACT, AS AMENDED AND NO U.S. PERSON MAY AT ANY TIME TRADE OR MAINTAIN A POSITION IN THE SECURITIES. 1
2 FINAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Certificates described herein (the relevant Product Conditions ) as set forth in the Base Prospectus relating to Certificates dated 2 November 2010 as supplemented on 30 November 2010 and 6 April 2011 (the Base Prospectus ) as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive ). This document constitutes the Final Terms of each Series of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Certificates described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the registered office of the Issuer at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands and copies may be obtained from the Issuer at that address. These Final Terms must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Notes described herein and will be attached to any Global Security representing each such Series of the Notes. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern. The Netherlands Authority for the Financial Markets (AFM) has provided the Commissie voor het Bank-,Financie- en Assurantiewezen (CBFA), Commission de Surveillance du Secteur Financier (CSSF), Autorité des marches financiers (AMF), Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), the Commissione Nazionale per le Società e la Borsa (CONSOB), the Financial Services Authority (FSA) and the Financial Market Authority (FMA) (Austria) with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. So far as the Issuer is aware, no person (other than the Issuer in its separate capacities as Issuer and Calculation Agent, see Risk Factors - Actions taken by the Calculation Agent may affect the Underlying in the Base Prospectus) involved in the issue of the Notes has an interest material to the offer. Issuer: Clearing Agents: ABN AMRO Bank N.V., acting through its principal office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands Centraal Instituut voor Giraal Effectenverkeer B.V.(Euroclear Netherlands); Launch Date: 27 May 2011 Euroclear Bank S.A./N.V. as operator of the Euroclear system; Clearstream Banking, société anonyme Subscription Period: Not Applicable As, if and when issued trading: 27, 30 and 31 May 2011 Issue Date: 1 June 2011 Listing: Euronext Amsterdam by NYSE Euronext 2
3 Listing Date: 1 June 2011 Pricing Date: 25 May 2011 Admission to trading: Announcements to Holders: Application has been made for the Securities to be admitted to trading on Euronext Amsterdam by NYSE Euronext with effect from the Launch Date Delivered to Clearing Agents Principal Agent: ABN AMRO Bank N.V. MF 2020 Kemelstede 2, P.O. Box 3200, 4800 DE Breda, The Netherlands Registrar: None Agent(s): ABN AMRO Bank N.V. MF 2020 Kemelstede 2, P.O. Box 3200, 4800 DE Breda, The Netherlands Calculation Agent: U.S. Selling Restriction: Indication of yield: Amendments to General Conditions or Product Conditions: ABN AMRO Bank N.V., acting through its principal office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act") and the Securities may not be exercised, offered, sold, transferred or delivered within the United States or to, or for the account or benefit of, any U.S. Person as defined in Regulation S under the Securities Act. Furthermore, trading in the Securities has not been approved by the United States Commodity Futures Trading Commission under the United States Commodity Exchange Act, as amended and no U.S. Person may at any time trade or maintain a position in the Securities. Not Applicable Yes, to the applicable Product Conditions in respect of Single Stock Double Up Certificates. The definitions Double Up Stop Level and Double Up Stop Level Percentage as included in Product Condition 1 shall be deleted; Product Condition 3(b) shall be deleted in its entirety and shall read as follows: Settlement. Each Security, upon due exercise 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 or, if later, five Business Days following the delivery of the Notice, subject to General Condition 6(c), either: i) Cash Amount, if the Final Reference Price is greater than or equal to the Initial Reference Price; or 3
4 ii) Share Amount, if the Final Reference Price is less than the Initial Reference Price. Form of Securities: Global Bearer Permanent 4
5 SINGLE STOCK DOUBLE UP CERTIFICATES Series: ABN AMRO Bull Certificates on Koninklijke KPN N.V. Issue Price: 100% of the Initial Reference Price, being EUR Additional Market Disruption Events: Business Day: None TARGET2 Cash Amount: a) if the Final Reference Price is greater than or equal to the Initial Reference Price: Initial Reference Price + (Initial Reference Price * Participation Rate* [(Final Reference Price / Initial Reference Price) 1]; or b) if the Final Reference Price is less than the Initial Reference Price: Where: 1 Share. Participation Rate means a percentage determined by the Issuer on the Pricing Date, being 200%. Emerging Market Disruption Events: Exchange: As stated in Product Condition 1 Euronext Amsterdam by NYSE Euronext Final Reference Price: As stated in Product Condition 1 Initial Reference Price: As stated in Product Condition 1 Relevant Currency: As stated in Product Condition 1 Relevant Number of Trading Days: Settlement Currency: 5, or in respect of an Emerging Market Disruption Event only, 180 EUR Settlement Date: 25 May 2012 Share: Dutch shares of the Share Company (Bloomberg Code KPN NA Equity; Reuters Code KPN.AS; ISIN Code NL ) 5
6 Share Company: Koninklijke KPN N.V. Standard Currency: As stated in Product Condition 1 Strike Currency: EUR Valuation Date(s): 18 May 2012 ISIN: NL Common Code: Fondscode: WKN: Not Applicable Valoren code: CH INFORMATION ON THE UNDERLYING Page where information about the past and future performance of the Underlying and its volatility can be obtained: Series: Bloomberg Code: KPN NA Equity Reuters Code: KPN.AS ABN AMRO Bull Certificates on Koninklijke KPN N.V. 6
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