IF THE HOLDERS OF EXISTING NOTES ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. Orca Finance Netherlands N.V. (the Company") Series I Tranche 4, EUR 40,000,000 5.25% Notes due 8 May 2014 (the Existing 2014 Notes ) ISIN NL0000168375 Series I Tranche 3, EUR 25,000,000 0.00% Notes due 8 May 2015 (the Existing 2015 Notes ) ISIN NL0000168383 Series I Tranche 2, EUR 25,000,000 5.50% Notes due 8 May 2016 (the Existing 2016 Notes ) ISIN NL0000168391 together the Existing Notes issued under the Company s EUR 750,000,000 Euro Medium Term Note Programme (the Programme ) Proposed meeting of holders of Existing Notes on 30 April 2014 The Company gives notice that following the review of its asset and liability structure announced on January 31st 2014, it intends to call a meeting of each series of holders of the Existing Notes to consider an Extraordinary Resolution to discuss and implement a Proposal (as defined and described below) to restructure the Existing Notes on April 30th 2014. Holders of existing Notes should be aware that the Proposal is subject to ongoing negotiations and may be withdrawn dependent on the outcome of such negotiations. The Company will hold an information session on April 14 th, 2014, at the offices of Baker & McKenzie Amsterdam N.V., Claude Debussylaan 54, 1082 MD Amsterdam, the Netherlands between 12.00 am and 3.00 pm. There will be no voting at such information session. Holders of the Existing Notes wishing to attend this session will be required to register themselves for the information session and will be requested to provide the Company with evidence regarding their qualification as holder of the Existing Notes via registration prior to April 10 th, 2014, via the form at http://www.orcafinance.eu/notes.html. If the Company does not have sufficient information to verify such qualification, the Company may reject such party from attending the information session. The meetings for each series of the holders of the Existing Notes to vote on the Extraordinary Resolution will be held on April 30 th 2014 at the offices of Baker & McKenzie Amsterdam N.V., Claude Debussylaan 54, 1082 MD Amsterdam, the Netherlands. Page 1 of 24
The meeting of the holders of the Existing 2014 Notes will take place at 2.00 pm. The meeting of the holders of the Existing 2015 Notes will take place at 2.30 pm. The meeting of the holders of the Existing 2016 Notes will take place at 3.00 pm. Each meeting will be chaired by Mr Ramesh P. Dusoruth. Separate meetings will be held to consider each of Option A and Option B as described herein. The form of the proposed Extraordinary Resolution for Option A and Option B for each series of Existing Notes is set out at Annex 1. In order to prepare for the meetings, the Company wishes to summarise a number of key events as described in the annual accounts from 2006 to 2012 as well as elaborate on events since January 1 st 2013. Procedures for attendance and voting at the Holders of Existing Notes' meeting For the purpose of obtaining voting certificates by the holders of Existing Notes or appointing proxies to attend and vote on their behalf, holders of the Existing Notes should instruct their custodians or intermediaries to furnish the Registrar, Intertrust (Netherlands) B.V. (contact: Patricia Haverkamp-Idema, tel + 31 (0)20 521 4668, fax +31 (0)20 521 4832, email: patricia.haverkamp@intertrustgroup.com or Paul de Vries, Financial Account Manager, Intertrust Financial Governance, tel + 31 (0)20 521 4740, fax +31 (0)20 521 4832, email: paul.devries@intertrustgroup.com), with proof of their holdings as soon as possible but in any event no later than 28 April 2014, such proof of holding shall be deemed by the Registrar to constitute proof that the Existing Notes were held by the relevant holder as of the date of the meeting and, if available, a written statement or proof obtained from their custodian or intermediary that the Existing Notes held by the relevant holder of the Existing Notes have been blocked and will not be released until the conclusion of the meeting. Corporates may appoint representatives by way of resolution of their directors or governing bodies. The quorum required at each meeting on April 30 th, 2014 in respect of each series of Existing Notes is one or more persons present at the meeting holding Existing Notes or voting certificates or being proxies and holding or representing in the aggregate not less than two-thirds in nominal amount of the Existing Notes for the time being outstanding. Conditionality: The passing of the resolution in respect of each series of Existing Notes is conditional upon the other series of Existing Notes having a similar voting outcome. Only if the required majority votes in favour of Option A in all series of the Existing Notes, will Option A take effect. Similarly, only if the required majority votes in favour of Option B in all series of the Existing Notes, will Option B take effect. As for Option B, in relation to holders of Existing Notes opting for New Notes, Orca Consultancy Netherlands B.V. will only remain the managing director of the Company if the majority of the holders of the New Notes express their view in favour of the extension of its existing mandate on the basis of a draft management agreement which will be included in the information package. To be passed, the Extraordinary Resolution requires not less than three-quarters of the votes cast in respect of each series of Existing Notes. If passed, the Extraordinary Resolution will be binding on all the holders of Existing Notes, whether or not present at such meeting and whether or not voting. Introduction Page 2 of 24
The Company was created in 2006 in order to take advantage of the risk/reward differential based on illiquidity between (a) the returns achievable within the American secondary life insurance markets (the Life Assets ), enhanced with (i) longevity protection, (ii) credit protection and (iii) currency protection for investors in the Eurozone. The Company, as beneficial owner of a Californian trust named Orca Finance Trust, purchased a pool of American secondary life insurance policies, also known as life settlement assets, which are exposed to legal and longevity risk. Longevity risk is the risk that results from the fact that the insured under the policies live longer than anticipated, hence requiring additional premium payments while delaying capital return from the maturity of such policy. In order to mitigate such risk, the Company purchased a re-insurance policy from Albatross Spa whereby the Company could sell the Life Assets at a fixed price at a fixed time to Albatross Spa (the Reinsurance ), which was in turn backed via a credit letter from Unicredito Italiano. The combination of the Life Assets and the Reinsurance allowed the Company to determine a fixed stream of US Dollar based cash flows to maintain the Life Assets and specific dates as the latest potential return of capital, so long as the issuers of the Life Assets remained capable of honouring their obligations. In order to mitigate the credit risk of the issuers of the Life Assets and the Reinsurance, the Company purchased credit default swaps from ABN Amro Bank N.V. The Company also entered into a cross currency swap with ABN Amro Bank N.V. whereby the US Dollar cash flows of the credit enhanced reinsured Life Assets were swapped into EUR cash flows required to pay interest and principal on the Existing Notes issued by the Company. From 2006 to 2009, the Company benefitted from the sale of the credit default swaps at elevated levels as a consequence of the financial crisis, while adding further to reserves due to the stronger than anticipated performance of the Life Assets. In 2010, the Company experienced three shocks: (i) alteration of the cross currency swap; (ii) strong portfolio performance; and (iii) invalidity of the reinsurance. (i) Alteration of the cross currency swap During the first half of 2010, the Company was confronted by an increasing differential between (i) the mark to market valuation of the cross currency swap as determined by Royal Bank of Scotland ( RBS, which had assumed the rights and obligations of the original swap from ABN Amro Bank N.V.) and (ii) the calculations made by the Company. As the amount of cash collateral the Company was required to post was determined by RBS, the Company faced a liquidity squeeze. The differential in valuation was in excess of USD 12 million and the threatened margin calls would materially affect the financial condition and sustainability of the Company. As the majority of all Existing Notes issued by the Company at the time were held by funds managed by Delta Lloyd Asset Management N.V., Delta Lloyd Levensverzekering N.V. ( DLL ), DLL was prepared to interposition itself between the Company and RBS, assuming the rights and obligations of RBS under the swap agreement. The Company entered into an agreement whereby the swap agreement with RBS was assigned to DLL (the "Swap Agreement"). DLL assumed the rights and obligations of RBS under the swap agreement and the Company agreed to provide security over a portion of the Life Assets as collateral for DLL under the Swap Agreement based on a calculation that the collateral provided would consist of pay-outs of Life Assets that would at least equal 120% of the sum of all liabilities the Company has under the Swap Agreement. Page 3 of 24
Following such assignment, the Company bought back all outstanding notes issued under the Programme, other than the Existing Notes, funded by an amendment of the Swap Agreement pursuant to which the Company agreed that 72% of any income derived of Life Assets held in the Orca Finance Trust (California) would be used to prepay the liabilities of the Company under the Swap Agreement. At the time Orca Trust held 75% of all Life Assets with the remaining 25% of Life Assets being held by Orca Halley Trust (California). (ii) Strong portfolio performance In June 2010, the portfolio performed particularly strongly, allowing the Company to create a reserve of USD 47 million in insurance related assets (the Insurance Assets ). (iii) Invalidity of the Reinsurance In the second half of 2010, the Company discovered that the Reinsurance and the related legal opinion were fraudulent. As a result, the Company (a) changed the managing director from IMFC management B.V. to Orca Life Management B.V., (b) changed accountants from PwC (PricewaterhouseCoopers Accountants N.V.) to Ernst and Young LLP and (c) became exposed to the longevity risk of the Life Assets, leading to uncertainty with regards to cash flow and currency risk. The Company calculated and concluded at the time that the reserves that had been built up were large enough to absorb the longevity risk. The Company commenced legal proceedings to recover losses resulting from the invalidity of the Reinsurance. Unfortunately, in light of high litigation costs and decreasing expectation for further (significant) recoveries, the Company decided to stop funding the litigation in 2011 and to sell the claim, as was disclosed in the Company s annual accounts of 2010 and 2011. As the reinsurance contract unexpectedly fell away, the Company became fully exposed to the longevity risk of the Life Assets. More importantly, this resulted in the Company being transformed from an entity that delivered returns based on credit risk without longevity risk to an entity that is subjected to longevity risk which in itself enhanced credit risk. During 2011 and 2012, following changes in legislation affecting the Life Assets, the Life Assets were transferred to Orca Trust (Delaware) and Halley Trust (Delaware). During that time, the portfolio performed below expectations, resulting in more premium payments being required to be paid by the Company, leading to a lowering of the reserves the Company had built. In addition, as the Company reviewed life expectancies for each insured every three years, 2011 was the final year in which the change of methodology from the life expectancy providers had a major impact with regards to expected performance of the Life Assets. As the Company wished to extend its liability structure in order to match its altered asset profile, the Company considered an issue of new notes supported by the 25% of the Life Assets allocated to the Halley Trust and the Insurance Assets. However, during the first quarter of 2013, the Company concluded that it was unlikely that it would be able to attract sufficient funding on a timely basis. During the second quarter of 2013, the Company agreed a restructuring and simplification programme with DLL and made a payment of USD 20 million to DLL under the Swap Agreement in exchange for flexibility with regards to the liabilities of the Company under the Swap Agreement. This resulted in (i) liquidation of the Insurance Assets, (ii) transfer of all remaining Life Assets from Halley Trust to Orca Trust and (iii) liquidation of Halley Trust. As a final step in the simplification process agreed with DLL, the Company has replaced its previous managing director, Orca Life Page 4 of 24
Management B.V., with the Orca Consultancy Netherlands B.V., the current co-trustee of Orca Trust, as of March 24 th, 2014. In November 2013, the Company concluded that without any improvement in the performance of the Life Assets, it would no longer be able to fund the premiums required to maintain the Life Assets as of February 2015. During January 2014, the Company was informed that, contrary to expectations, further flexibility under the swap is unavailable resulting in the fact that on May 8 th, 2014 the Company is required to pay DLL USD 150,300,000 under the Swap Agreement. In 2013 only USD 7,000,000 of death benefits were received and in 2014 two maturities were reported, resulting in expected death benefit payments of USD 9,000,000. A failure to pay DLL under the Swap Agreement will trigger an early termination event, whereby DLL will become the beneficial owner of Orca Trust, which currently owns all Life Assets. Holders of Existing Notes should be aware that the Company has also entered into negotiations ("Negotiations") with regard to the restructuring of its liabilities and the potential sale of all or part of the Life Assets. Should agreement be reached on the restructuring and/or the sale of the Life Assets, the Company may decide to withdraw the Proposal. In the event of a withdrawal of the Proposal, the Company will issue a notice stating that the Proposal has been withdrawn and the meetings in respect of the Extraordinary Resolution set forth herein of the holders of the Existing Notes will be cancelled. Current Assets As of the date of this notice, the Company is the beneficial owner of maximum undiscounted USD 508 million in pay out value of Life Assets held in Orca Trust, excluding premium requirements and expenses, and expects that it will hold USD 14.25 million in cash by the end of April 2014, plus an additional USD 9 million in cash as a result of the 2014 maturities expected by the end of May 2014. It has granted security in respect of Orca Trust as collateral for DLL as part of the Swap Agreement. The EUR leg of the Swap Agreement with DLL matches the interest and principal repayments under the Existing Notes. The Life Assets are exposed to longevity risk, which means that the timing of cash flows to maintain the Life Assets, as well as the timing of cash flows with regards to the return of capital are uncertain. In addition, Life Assets are prone to significant regulatory and legal risk, which requires significant infrastructure to maintain the Life Assets. Current liabilities The Company currently has three types of liabilities: (i) (ii) (iii) Premium requirements and overhead costs to maintain the Life Assets Payment obligations under the Swap Agreement which consist of: a. 72% of any return from the Life Assets in Orca Trust b. Payments of USD 150.3 million on 8 May 2014, USD 87.5 million on 8 May 2015 and USD 89 million on 8 May 2016 as described in the current swap confirmation under the Swap Agreement with DLL Interest and principal repayment of Existing Notes If the Swap Agreement is unwound on May 8 2014, the liabilities of the Company will consist of : Page 5 of 24
(i) Termination amount of the Swap Agreement of approximately USD 206,030,000 depending on FX (forward) rates (ii) Outstanding notional amount of the Existing 2014 Notes in the nominal amount of EUR 38,6000,000 (iii) Outstanding notional amount of the Existing 2015 Notes in the nominal amount of EUR 18,000,000 (iv) Outstanding notional amount of the Existing 2016 Notes in the nominal amount of EUR 22,700,000 Relationship with Delta Lloyd From June 2006 to December 2013, one member of the supervisory board of the Company was a representative of Delta Lloyd Asset Management N.V. ( DLAM ). From June 2006 to September 2008, the Delta Lloyd representative was Mr Maarten Weiss, from September 2008 to August 2010, Mr Steven van der Wall, and from October 2010 to December 2013, Mr Arnold Gast. As per 16 August 2010 Mr Robert van Beemen has been appointed as member of the supervisory board of the Company. Mr Van Beemen is independent of DLL/DLAM and of the Company or any related party thereof. DLL has been the swap counterparty of the Company under the Swap Agreement since June 2010 until now. At the date of this document, the value of this Swap Agreement is USD 206,030,000 in favour of DLL. Funds managed by DLAM hold 66% of the outstanding Existing Notes including 100% of the Existing 2015 Notes. The Proposal Subject to the Negotiations being successfully concluded in a timely manner the Company intends to put two proposals, Option A and Option B (the Proposal ) to be voted on in the meeting of each of the series of the Existing Notes. Option A To vote in favour of a standstill period in respect of the relevant series of Existing Notes starting as of the voting date, 30th April 2014, until and including 30th November 2014 (the Standstill Proposal ). If approved, the Standstill Proposal would mean that respectively the terms and conditions of the Existing 2014 Notes (to be voted upon by holders of the Existing 2014 Notes), the Existing 2015 Notes (to be voted upon by holders of the Existing 2015 Notes) and the Existing 2016 Notes (to be voted upon by holders of the Existing 2016 Notes) will be amended so as to prevent any holder of Existing Notes, or any related party thereof, from taking any (legal) action against the Company which could cause an Event of Default under the Existing Notes (within the meaning of the terms and conditions of such Existing Notes) until 30th November 2014. Option B The Existing Notes will be exchanged for either new notes (the New Notes ) or a USD cash payment at the option of the relevant holders of Existing Notes, whereby every holder of Page 6 of 24
New Notes will be asked to express its view on whether it wishes to extend the existing mandate of the managing director, Orca Consultancy Netherlands B.V. Each EUR 200,000 in nominal amount of the Existing 2014 Notes will be exchanged for either (i) USD 450,000 in nominal amount of the New Notes or (ii) a payment of USD 44,153 in cash, equivalent to 15.94% of the nominal value of the Existing 2014 Notes. Each EUR 100,000 in nominal amount of the Existing 2015 Notes will be exchanged for either (i) USD 150,000 in nominal amount of the New Notes or (ii) a payment of USD 14,713 in cash, equivalent to 10.63% of the nominal value. Each EUR 100,000 in nominal amount of the Existing 2016 Notes will be exchanged for either (i) USD 150,000 in nominal amount of the New Notes or (ii) a payment of USD 14,713 in cash, equivalent to 10.63% of the nominal value. Separate meetings will be held to vote on Option A and Option B. The quorum required at each meeting on April 30 th, 2014 in respect of each series of Existing Notes is one or more persons present at the meeting holding Existing Notes or voting certificates or being proxies and holding or representing in the aggregate not less than two-thirds in nominal amount of the Existing Notes for the time being outstanding. Conditionality: The passing of the resolution in respect of each series of Existing Notes is conditional upon the other series of Existing Notes having a similar voting outcome. Only if the required majority votes in favour of Option A in all series of the Existing Notes, will Option A take effect. Similarly, only if the required majority votes in favour of Option B in all series of the Existing Notes, will Option B take effect. As for Option B, in relation to holders of Existing Notes opting for New Notes, Orca Consultancy Netherlands B.V. will only remain the managing director of the Company if the majority of the holders of the New Notes express their view in favour of the extension of its existing mandate on the basis of a draft management agreement which will be included in the information package. To be passed, the Extraordinary Resolution requires not less than three-quarters of the votes cast in respect of each series of Existing Notes. If passed, the Extraordinary Resolution will be binding on all the holders of Existing Notes, whether or not present at such meeting and whether or not voting. The Company will inform holders of the Existing Notes on or before April 7 th, 2014 by way of a separate notice about the manner in which they can deposit their Existing Notes in order to obtain voting certificates or to appoint proxies to attend and vote in the holders of Existing Notes meeting on their behalf. To the extent that the Company has insufficient cash to make payment in full of all holders of Existing Notes electing to receive cash, it will distribute available cash to such holders on a prorata basis and issue New Notes in respect of any balance. The New Notes will have, in summary, the following terms: Issue Date May 8 th, 2014 Maturity Date May 8 th, 2035 Currency USD Page 7 of 24
Coupon 0% Denomination USD 150,000 Ranking Senior, unsecured Call Callable at par by the Company, quarterly, in multiples of USD 1,000, conditional to all liabilities under the New Swap or the New Loan being repaid and a minimum cash buffer being available in the Company of premium and operational expenses in order to maintain the portfolio. Premium After repayment of (a) all liabilities under the (i) New Swap or (ii) the New Loan and the Premium Loan, and (b) the New Notes, a premium will be distributed to the Holders of existing Notes of 50% of the remaining surplus. The remaining 50% will be allocated to the shareholder. Listing None Form of Notes Registered The Company has appointed Orca Consultancy Netherlands B.V. ( OCNL ) as its managing director as of March 24 th, 2014. The Company and OCNL have drafted a management agreement whereby OCNL receives a monthly fee in order to manage the Company, equal to 2.15 basis points of the total pay-out value of the Life Assets (the Management Agreement ). The holders of the Existing Notes that choose to exchange their Existing Notes for New Notes will be asked to express the views on whether they wish to extend the existing mandate of OCNL under the Management Agreement. Orca Consultancy Netherlands B.V. will only remain the managing director of the Company if the majority of the holders of the New Notes express their views in favour of the extension of its existing mandate on the basis of a draft management agreement which will be included in the information package. If the requisite majority of the holders of the New Notes do not express their views in favour of such continuation, OCNL will assist the holders of the New Notes to appoint new management for the Company until the earlier of (i) November 30 th, 2014 or (ii) new management has entered into an agreement with the Company. Subject to the Negotiations being successfully concluded in a timely manner and provided that the Extraordinary Resolution to approve the Proposal (Option B) is passed by each series of Notes, the exchange in New Notes or cash, as the case may be, will be effective on a date to be determined by the parties (being no later than May 8th 2014). The Proposal is subject to final documentation to be approved by all relevant stakeholders, legal and tax advice and final approval of the supervisory board and shareholder of the Company. Documentation relevant to the holders of the Existing Notes (including the draft terms and conditions of the New Notes) will be made available on the website of the Company. The Company will issue notices of any relevant updates. Holders of the Existing Notes are strongly recommended to check the website of the Company for latest updates in respect of the Proposal (http://www.orcafinance.eu). Page 8 of 24
Warning A failure to pay DLL under the Swap Agreement will trigger an early termination event whereby DLL will potentially become the beneficial owner of Orca Trust and may seek recovery of the termination amount under the Swap Agreement through the Life Assets held by Orca Trust. In such circumstances, the holders of the Existing Notes can expect to recover no more than the sum of (i) the excess value of the Life Assets over the termination amount of the Swap Agreement, if any and (ii) cash held by the Company, reduced by any cost or fees required to liquidate the Company. The Company has not yet concluded the Negotiations. Should agreement be reached on the restructuring and/or sale of the Life Assets, the Company may decide to withdraw the Proposal. In the event of a withdrawal, the Company will issue a notice stating that the Proposal has been withdrawn and the Holders of Existing Notes meeting in respect of the Extraordinary Resolution set forth herein will be cancelled. The value of the Life Assets depends on them being serviced by way of, inter alia, payment of relevant premiums. If the Life Assets are not serviced adequately, the Life Assets may terminate (lapse) reducing their value to nil. IF THE HOLDERS OF EXISTING NOTES ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK THEIR OWN FINANCIAL AND LEGAL ADVICE IMMEDIATELY FROM THEIR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. Disclaimer This announcement is not intended to and does not constitute or form part of any offer to sell or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Proposal set out herein or otherwise, nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor or be considered a recommendation that any investor should subscribe for or purchase or invest in any securities. The securities referred to herein (including the New Notes) have not been and will not be registered under the U.S. Securities Act of 1933 as amended (the Securities Act ) or under any U.S. state securities laws and may not be offered or sold within the United States unless any such securities are registered under the Securities Act or an exemption from the registration requirements of the Securities Act and any applicable state laws is available. For questions, please contact info@orcafinance.eu. 4 April 2014 Brediusweg 43 1401 AC Bussum The Netherlands Page 9 of 24
Annex 1 The Extraordinary Resolution for Option A is in the following terms: EXTRAORDINARY RESOLUTION "THAT, this Meeting of the holders of the Series I Tranche 4, (initial issue amount) EUR 40,000,000 5.25% Notes due 8 May 2014 (the Notes ) ISIN NL0000168375 issued by Orca Finance Netherlands N.V. (the "Issuer"), pursuant to the Agency Agreement (the "Agency Agreement") dated 3 May 2006 originally made between the Issuer and Fortis Bank (Nederland) N.V. as Agent and Meespierson Intertrust B.V. as Registrar, with ABN AMRO Bank N.V., now as agent (the "Agent") and Intertrust (Netherlands) B.V. now as registrar (the "Registrar") HEREBY RESOLVES as an Extraordinary Resolution (as defined in the Agency Agreement): (1) to assent to and approve the modification of the terms and conditions of the Notes (such terms and conditions being set forth in the schedule to the First Supplemental Agency Agreement) by making the following amendments: (i) to amend the Maturity date from "8 May 2014" to "30 November 2014" (ii) to insert the following addition clause to the end of Condition 9: "Notwithstanding any other provision of the Conditions, no Noteholder nor any related party of a Noteholder, shall be entitled to take any proceedings against the Issuer or any other action to declare the Notes immediately due and payable or take any other action to enforce payment of the Notes in the period to 30 November 2014 or cause any other event that might lead to the Issuer going in default." (2) to irrevocably waive any Event of Default which occurs as a result of the failure by the Issuer to repay the principal amount outstanding of the Notes on the original Maturity Date or the failure by the Issuer to make any other payment to a Noteholder or a related party of a Noteholder that might lead to the Issuer going in default; (3) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent, the Registrar and each other party thereto or referred to therein is hereby authorised and instructed to: (A) implement Option A described in the Notice to Holders dated 4 April 2014; (B) (C) enter into any agreement, including without limitation a standstill agreement; and concur in, and execute and do, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to Option A, any standstill agreement and this Extraordinary Resolution, Page 10 of 24
until such entity is otherwise further notified or directed by the Noteholders in accordance with the terms of the Agency Agreement; (4) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent and the Registrar is directed and authorised to comply with its obligations under Option A and any standstill agreement; (5) (subject to paragraph 8 of this Extraordinary Resolution), that the Issuer is authorised and instructed to take all other actions and enter into such other agreements and give such authorisations and instructions to the Agent and the Registrar as it considers necessary or desirable in connection with Option A, any standstill agreement and the transactions contemplated therein; (6) to acknowledge the matters referred to in this Extraordinary Resolution and, without prejudice to any obligation on the part of the Issuer to give notice to the stock exchange or any other entity to which notice is to be given, waive any requirement (including any and all formalities described in and required by or pursuant to the Notes, the Conditions and/or the Agency Agreement in connection with notification requirements or any other matter) on the part of the Issuer, its agents or the Agent to give notice of the matters referred to in this Extraordinary Resolution to the Noteholders by any means; (7) to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the terms and conditions of the Notes, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (1) to (6) of this Extraordinary Resolution and their implementation; and (8) that this Extraordinary Resolution shall be in all respects conditional on the requisite majority of holders of each of the Series I Tranche 3, EUR 25,000,000 0.00% Notes due 8 May 2015 (the Existing 2015 Notes ) ISIN NL0000168383 and the Series I Tranche 2, EUR 25,000,000 5.50% Notes due 8 May 2016 (the Existing 2016 Notes ) ISIN NL0000168391 together the Existing Notes issued under the Company s EUR 750,000,000 Euro Medium Term Note Programme voting in favour of the Extraordinary Resolution in substantially similar form to be proposed at the meeting of such holders convened by the Issuer on 30 April 2014 or any adjournment thereof. For the avoidance of doubt, if any such meetings are adjourned for lack of quorum, the condition shall not be satisfied and this Extraordinary Resolution shall not take effect. Capitalised terms used in this Extraordinary Resolution and not otherwise defined herein shall have the meanings ascribed to them in the Base Prospectus dated 3 May 2006 and the associated Final Terms relating to the issue of the Notes dated 8 May 2006 or in the notice dated 4 April 2014 convening the Meeting." Page 11 of 24
EXTRAORDINARY RESOLUTION "THAT, this Meeting of the holders of holder of the Series I Tranche 3, (initial issue amount) EUR 25,000,000 0.00% Notes due 8 May 2015 (the Notes ) ISIN NL0000168383 issued by Orca Finance Netherlands N.V. (the "Issuer"), pursuant to the Agency Agreement (the "Agency Agreement") dated 3 May 2006 originally made between the Issuer and Fortis Bank (Nederland) N.V. as Agent and Meespierson Intertrust B.V. as Registrar, with ABN AMRO Bank N.V., now as agent (the "Agent") and Intertrust (Netherlands) B.V. now as registrar (the "Registrar") HEREBY RESOLVES as an Extraordinary Resolution (as defined in the Agency Agreement): (1) to assent to and approve the modification of the terms and conditions of the Notes (such terms and conditions being set forth in the schedule to the First Supplemental Agency Agreement) by making the following amendments: to insert the following addition clause to the end of Condition 9: "Notwithstanding any other provision of the Conditions, no Noteholder nor any related party of a Noteholder, shall be entitled to take any proceedings against the Issuer or any other action to declare the Notes immediately due and payable or take any other action to enforce payment of the Notes in the period to 30 November 2014 or cause any other event that might lead to the Issuer going in default." (2) to irrevocably waive any Event of Default which occurs as a result of the failure by the Issuer to repay the principal amount outstanding of the Notes on the original Maturity Date or the failure by the Issuer to make any other payment to a Noteholder or a related party of a Noteholder that might lead to the Issuer going in default; (3) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent, the Registrar and each other party thereto or referred to therein is hereby authorised and instructed to: (A) implement Option A described in the Notice to Holders dated 4 April 2014; (B) (C) enter into any agreement, including without limitation a standstill agreement; and concur in, and execute and do, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to Option A, any standstill agreement and this Extraordinary Resolution, until such entity is otherwise further notified or directed by the Noteholders in accordance with the terms of the Agency Agreement; (4) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent and the Registrar is directed and authorised to comply with its obligations under Option A and any standstill agreement; (5) (subject to paragraph 8 of this Extraordinary Resolution), that the Issuer is authorised and instructed to take all other actions and enter into such other agreements and give such authorisations and instructions to the Agent and the Registrar as it considers necessary or Page 12 of 24
desirable in connection with Option A, any standstill agreement and the transactions contemplated therein; (6) to acknowledge the matters referred to in this Extraordinary Resolution and, without prejudice to any obligation on the part of the Issuer to give notice to the stock exchange or any other entity to which notice is to be given, waive any requirement (including any and all formalities described in and required by or pursuant to the Notes, the Conditions and/or the Agency Agreement in connection with notification requirements or any other matter) on the part of the Issuer, its agents or the Agent to give notice of the matters referred to in this Extraordinary Resolution to the Noteholders by any means; (7) to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the terms and conditions of the Notes, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (1) to (6) of this Extraordinary Resolution and their implementation; and (8) that this Extraordinary Resolution shall be in all respects conditional on the requisite majority of holders of each of the Series I Tranche 4, EUR 40,000,000 5.25% Notes due 8 May 2014 (the Existing 2014 Notes ) ISIN NL0000168375 and the Series I Tranche 2, EUR 25,000,000 5.50% Notes due 8 May 2016 (the Existing 2016 Notes ) ISIN NL0000168391 together the Existing Notes issued under the Company s EUR 750,000,000 Euro Medium Term Note Programme voting in favour of the Extraordinary Resolution in substantially similar form to be proposed at the meeting of such holders convened by the Issuer on 30 April 2014 or any adjournment thereof. For the avoidance of doubt, if any such meetings are adjourned for lack of quorum, the condition shall not be satisfied and this Extraordinary Resolution shall not take effect. Capitalised terms used in this Extraordinary Resolution and not otherwise defined herein shall have the meanings ascribed to them in the Base Prospectus dated 3 May 2006 and the associated Final Terms relating to the issue of the Notes dated 8 May 2006 or in the notice dated 4 April 2014 convening the Meeting." Page 13 of 24
EXTRAORDINARY RESOLUTION "THAT, this Meeting of the holders of holder of the Series I Tranche 2, (initial issue amount) EUR 25,000,000 5.50% Notes due 8 May 2016 (the Notes ) ISIN NL0000168391 issued by Orca Finance Netherlands N.V. (the "Issuer"), pursuant to the Agency Agreement (the "Agency Agreement") dated 3 May 2006 originally made between the Issuer and Fortis Bank (Nederland) N.V. as Agent and Meespierson Intertrust B.V. as Registrar, with ABN AMRO Bank N.V., now as agent (the "Agent") and Intertrust (Netherlands) B.V. now as registrar (the "Registrar") HEREBY RESOLVES as an Extraordinary Resolution (as defined in the Agency Agreement): (1) to assent to and approve the modification of the terms and conditions of the Notes (such terms and conditions being set forth in the schedule to the First Supplemental Agency Agreement) by making the following amendments: to insert the following addition clause to the end of Condition 9: "Notwithstanding any other provision of the Conditions, no Noteholder nor any related party of a Noteholder, shall be entitled to take any proceedings against the Issuer or any other action to declare the Notes immediately due and payable or take any other action to enforce payment of the Notes in the period to 30 November 2014 or cause any other event that might lead to the Issuer going in default." (2) to irrevocably waive any Event of Default which occurs as a result of the failure by the Issuer to repay the principal amount outstanding of the Notes on the original Maturity Date or the failure by the Issuer to make any other payment to a Noteholder or a related party of a Noteholder that might lead to the Issuer going in default; (3) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent, the Registrar and each other party thereto or referred to therein is hereby authorised and instructed to: (A) implement Option A described in the Notice to Holders dated 4 April 2014; (B) (C) enter into any agreement, including without limitation a standstill agreement; and concur in, and execute and do, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to Option A, any standstill agreement and this Extraordinary Resolution, until such entity is otherwise further notified or directed by the Noteholders in accordance with the terms of the Agency Agreement; (4) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent and the Registrar is directed and authorised to comply with its obligations under Option A and any standstill agreement; (5) (subject to paragraph 8 of this Extraordinary Resolution), that the Issuer is authorised and instructed to take all other actions and enter into such other agreements and give such authorisations and instructions to the Agent and the Registrar as it considers necessary or Page 14 of 24
desirable in connection with Option A, any standstill agreement and the transactions contemplated therein; (6) to acknowledge the matters referred to in this Extraordinary Resolution and, without prejudice to any obligation on the part of the Issuer to give notice to the stock exchange or any other entity to which notice is to be given, waive any requirement (including any and all formalities described in and required by or pursuant to the Notes, the Conditions and/or the Agency Agreement in connection with notification requirements or any other matter) on the part of the Issuer, its agents or the Agent to give notice of the matters referred to in this Extraordinary Resolution to the Noteholders by any means; (7) to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the terms and conditions of the Notes, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (1) to (6) of this Extraordinary Resolution and their implementation; and (8) that this Extraordinary Resolution shall be in all respects conditional on the requisite majority of holders of each of the Series I Tranche 4, EUR 40,000,000 5.25% Notes due 8 May 2014 (the Existing 2014 Notes ) ISIN NL0000168375 and the Series I Tranche 3, EUR 25,000,000 0.00% Notes due 8 May 2015 (the Existing 2015 Notes ) ISIN NL0000168383 together the Existing Notes issued under the Company s EUR 750,000,000 Euro Medium Term Note Programme voting in favour of the Extraordinary Resolution in substantially similar form to be proposed at the meeting of such holders convened by the Issuer on 30 April 2014 or any adjournment thereof. For the avoidance of doubt, if any such meetings are adjourned for lack of quorum, the condition shall not be satisfied and this Extraordinary Resolution shall not take effect. Capitalised terms used in this Extraordinary Resolution and not otherwise defined herein shall have the meanings ascribed to them in the Base Prospectus dated 3 May 2006 and the associated Final Terms relating to the issue of the Notes dated 8 May 2006 or in the notice dated 4 April 2014 convening the Meeting." Page 15 of 24
The Extraordinary Resolution for Option B is in the following terms: EXTRAORDINARY RESOLUTION "THAT, this Meeting of the holders of the Series I Tranche 4, (initial issue amount) EUR 40,000,000 5.25% Notes due 8 May 2014 (the Notes ) ISIN NL0000168375 issued by Orca Finance Netherlands N.V. (the "Issuer"), pursuant to the Agency Agreement (the "Agency Agreement") dated 3 May 2006 originally made between the Issuer and Fortis Bank (Nederland) N.V. as Agent and Meespierson Intertrust B.V. as Registrar, with ABN AMRO Bank N.V., now as agent (the "Agent") and Intertrust (Netherlands) B.V. now as registrar (the "Registrar") HEREBY RESOLVES as an Extraordinary Resolution (as defined in the Agency Agreement): (1) to assent to and approve the modification of the terms and conditions of the Notes (such terms and conditions being set forth in the schedule to the First Supplemental Agency Agreement) by making the following amendments: to insert a new Condition 6 (i) (Additional Redemption at the Option of the Issuer) which reads as follows: (i) Additional Redemption at the Option of the Issuer The Notes will be redeemed by the Issuer, in whole but not in part, on 8 May 2014 or no later than 13 May 2014 on not less than five days notice (such redemption date being the "Issuer Optional Redemption Date"), for each EUR 200,000 in nominal amount of the Notes in exchange for either (i) USD 450,000 in nominal amount of New Notes or (ii) a payment of USD 44,153 in cash, equivalent to 15.94% of the nominal value of the Notes ( Cash Amount ). Any notice shall, for the purposes of this Condition 6 (i) (Additional Redemption at the Option of the Issuer), be deemed to be given on the day of its delivery to Euroclear and/or Clearstream, Luxembourg in lieu of the notice requirements under Condition 12 (Notices). Unless a Noteholder casted a vote at the meeting of such holders convened by the Issuer on 30 April 2014 or any adjournment thereof, pursuant to which it had made a choice for either New Notes or the Cash Amount, the Issuer shall be entitled to deliver New Notes and no cash in exchange for the Notes. To the extent that the Issuer has insufficient cash to make payment in full of all holders of Notes electing to receive the Cash Amount, it will distribute available cash to such holders on a pro-rata basis (taking into account the holders of the Existing Notes (as defined below) also voting for cash) and issue New Notes in respect of any balance. "New Notes" means US$ Denominated zero coupon Notes of the Issuer due 2035. Early repayment is conditional upon Delta Lloyd Levensverzekering N.V. being fully repaid under the Swap Agreement. (2) (subject to paragraph 8 of this Extraordinary Resolution), to irrevocably to waive any Event of Default which occurs as a result of the failure by the Issuer to repay the principal amount outstanding of the Notes on the original Maturity Date; Page 16 of 24
(3) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent, the Registrar and each other party thereto or referred to therein is hereby authorised and instructed to: (A) implement Option B described in the Notice to Holders dated 2 April 2014; (B) (C) enter into the First Supplemental Agency Agreement; and concur in, and execute and do, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to Option B, the First Supplemental Agency Agreement and this Extraordinary Resolution, in the case of the First Supplemental Agency Agreement in substantially the same form as the draft produced to this Meeting and signed by the chairman of this Meeting for the purpose of identification, with such non-material amendments (if any) as may be requested by the Issuer, in each case until such entity is otherwise further notified or directed by the Noteholders in accordance with the terms of the Agency Agreement; (4) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent and the Registrar is directed and authorised to comply with its obligations under Option B and the First Supplemental Agency Agreement; (5) (subject to paragraph 8 of this Extraordinary Resolution), that the Issuer is authorised and instructed to take all other actions and enter into such other agreements and give such authorisations and instructions to the Agent and the Registrar as it considers necessary or desirable in connection with Option B, the First Supplemental Agency Agreement and the transactions contemplated therein; (6) to acknowledge the matters referred to in this Extraordinary Resolution and, without prejudice to any obligation on the part of the Issuer to give notice to the stock exchange or any other entity to which notice is to be given, waive any requirement (including any and all formalities described in and required by the Notes, the Conditions and/or the Transaction Documents in connection with notification requirements or any other matter) on the part of the Issuer, its agents or the Agent to give notice of the matters referred to in this Extraordinary Resolution to the Noteholders by any means; (7) to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the terms and conditions of the Notes, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (1) to (6) of this Extraordinary Resolution and their implementation; and (8) that this Extraordinary Resolution shall be in all respects conditional on the requisite majority of holders of each of the Series I Tranche 3, EUR 25,000,000 0.00% Notes due 8 May 2015 (the Existing 2015 Notes ) ISIN NL0000168383 and the Series I Tranche 2, EUR 25,000,000 5.50% Notes due 8 May 2016 (the Existing 2016 Notes ) ISIN NL0000168391 together the Existing Notes issued under the Company s EUR 750,000,000 Euro Medium Term Note Programme voting in favour of the Extraordinary Resolution in substantially similar form to be proposed at the meeting of such holders convened by the Issuer on 30 Page 17 of 24
April 2014 or any adjournement thereof. For the avoidance of doubt, if any such meetings are adjourned for lack of quorum, the condition shall not be satisfied and this Extraordinary Resolution shall not take effect. Capitalised terms used in this Extraordinary Resolution and not otherwise defined herein shall have the meanings ascribed to them in the Base Prospectus dated 3 May 2006 and the associated Final Terms relating to the issue of the Notes dated 8 May 2006 or in the notice dated 2 April 2014 convening the Meeting." Page 18 of 24
"THAT, this Meeting of the holders of holder of the Series I Tranche 3, (initial issue amount) EUR 25,000,000 0.00% Notes due 8 May 2015 (the Notes ) ISIN NL0000168383 issued by Orca Finance Netherlands N.V. (the "Issuer"), pursuant to the Agency Agreement (the "Agency Agreement") dated 3 May 2006 originally made between the Issuer and Fortis Bank (Nederland) N.V. as Agent and Meespierson Intertrust B.V. as Registrar, with ABN AMRO Bank N.V., now as agent (the "Agent") and Intertrust (Netherlands) B.V. now as registrar (the "Registrar") HEREBY RESOLVES as an Extraordinary Resolution (as defined in the Agency Agreement): (1) to assent to and approve the modification of the terms and conditions of the Notes (such terms and conditions being set forth in the schedule to the First Supplemental Agency Agreement) by making the following amendments: to insert a new Condition 6 (i) (Additional Redemption at the Option of the Issuer) which reads as follows: (i) Additional Redemption at the Option of the Issuer The Notes will be redeemed by the Issuer, in whole but not in part, on 8 May 2014 or no later than 13 May 2014 on not less than five days notice (such redemption date being the "Issuer Optional Redemption Date"), for each EUR 100,000 in nominal amount of the Notes in exchange for either (i) USD 150,000 in nominal amount of the New Notes or (ii) a payment of USD 14,713 in cash, equivalent to 10.63% of the nominal value of the Notes (the Cash Amount ). Any notice shall, for the purposes of this Condition 6(i) (Additional Redemption at the Option of the Issuer), be deemed to be given on the day of its delivery to Euroclear and/or Clearstream, Luxembourg in lieu of the notice requirements under Condition 12 (Notices). Unless a Noteholder casted a vote at the meeting of such holders convened by the Issuer on 30 April 2014 or any adjournment thereof, pursuant to which it had made a choice for either New Notes or the Cash Amount, the Issuer shall be entitled to deliver New Notes and no cash in exchange for the Notes. To the extent that the Issuer has insufficient cash to make payment in full of all holders of Notes electing to receive the Cash Amount, it will distribute available cash to such holders on a pro-rata basis (taking into account the holders of the Existing Notes (as defined below) also voting for cash) and issue New Notes in respect of any balance. "New Notes" means US$ Denominated zero coupon Notes of the Issuer due 2035. Early repayment is conditional upon Delta Lloyd Levensverzekering N.V. being fully repaid under the Swap Agreement. (2) (subject to paragraph 8 of this Extraordinary Resolution), to irrevocably to waive any Event of Default which occurs as a result of the failure by the Issuer to repay the principal amount outstanding of the Notes on the original Maturity Date; (3) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent, the Registrar and each other party thereto or referred to therein is hereby authorised and instructed to: Page 19 of 24
(A) implement Option B described in the Notice to Holders dated 2 April 2014; (B) (C) enter into the First Supplemental Agency Agreement; and concur in, and execute and do, all such other deeds, instruments, acts and things and take such steps as may be necessary and desirable to carry out and give effect to Option B, the First Supplemental Agency Agreement and this Extraordinary Resolution, in the case of the First Supplemental Agency Agreement in substantially the same form as the draft produced to this Meeting and signed by the chairman of this Meeting for the purpose of identification, with such non-material amendments (if any) as may be requested by the Issuer, in each case until such entity is otherwise further notified or directed by the Noteholders in accordance with the terms of the Agency Agreement; (4) (subject to paragraph 8 of this Extraordinary Resolution), that each of the Issuer, the Agent and the Registrar is directed and authorised to comply with its obligations under Option B and the First Supplemental Agency Agreement; (5) (subject to paragraph 8 of this Extraordinary Resolution), that the Issuer is authorised and instructed to take all other actions and enter into such other agreements and give such authorisations and instructions to the Agent and the Registrar as it considers necessary or desirable in connection with Option B, the First Supplemental Agency Agreement and the transactions contemplated therein; (6) to acknowledge the matters referred to in this Extraordinary Resolution and, without prejudice to any obligation on the part of the Issuer to give notice to the stock exchange or any other entity to which notice is to be given, waive any requirement (including any and all formalities described in and required by the Notes, the Conditions and/or the Transaction Documents in connection with notification requirements or any other matter) on the part of the Issuer, its agents or the Agent to give notice of the matters referred to in this Extraordinary Resolution to the Noteholders by any means; (7) to sanction every abrogation, modification, compromise or arrangement in respect of the rights of the Noteholders appertaining to the Notes against the Issuer, whether or not such rights arise under the terms and conditions of the Notes, involved in or resulting from or to be effected by, the modifications referred to in paragraphs (1) to (6) of this Extraordinary Resolution and their implementation; and (8) that this Extraordinary Resolution shall be in all respects conditional on the requisite majority of holders of each of the Series I Tranche 4, EUR 40,000,000 5.25% Notes due 8 May 2014 (the Existing 2014 Notes ) ISIN NL0000168375 and the Series I Tranche 2, EUR 25,000,000 5.50% Notes due 8 May 2016 (the Existing 2016 Notes ) ISIN NL0000168391 together the Existing Notes issued under the Company s EUR 750,000,000 Euro Medium Term Note Programme voting in favour of the Extraordinary Resolution in substantially similar form to be proposed at the meeting of such holders convened by the Issuer on 30 April 2014 or any adjournement thereof. For the avoidance of doubt, if any such meetings are adjourned for lack of quorum, the condition shall not be satisfied and this Extraordinary Resolution shall not take effect. Page 20 of 24