SAECURE 14 NHG An Update on the Residential Mortgage Business March 2014 Information for investors
Disclaimer This material has been prepared solely on the basis of information provided by Aegon Levensverzekering N.V. (“ Aegon Leven”) and Aegon Hypotheken B.V. (“ Aegon Hypotheken ”, and together with Aegon Leven, “ Aegon ” or the “Company”). This material is distributed upon the express understanding that no information contained herein has been independently verified by Citibank International plc as arranger (the “Arranger”), ABN AMRO Bank N.V., Bank of America Merrill Lynch, BNP Paribas, London Branch, Citibank International plc and The Royal Bank of Scotland plc , the joint lead managers in respect of the Class A Notes, together and with the Arranger, the “Managers” or any other person . Although the information in this material has been obtained from/of sources which the Company and the Managers believe to be reliable, the Managers and the Company make no representation or warranty (express or implied) of any nature, nor do they accept any responsibility or liability of any kind, with respect to the accuracy or completeness of any of the information or opinions in the material. However this shall not restrict, exclude, or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed. The Company and the Managers will not be responsible for the consequences of reliance upon any opinion or statement contained herein or for any omission. This material has been prepared for information purposes only and it does not constitute a prospectus or offering document in whole o r in part. The terms of the offering are qualified in their entirety by such a prospectus (the “Prospectus”) which will be issued in respect of the securities (the “Securities”) described in this material and which is expected to be a ppr oved by the Dutch Authority for the Financial Markets (the “AFM”) on or prior to the issuance date of the Securities. The information contained in this material does not constitute an offer of securities to the public for the purposes of any law or regulation implementing Directive 2003/71/EC and any amendment thereto, including Directive 2010/73/EU (together, the “Prospectus Directive”), to the extent implemented in each Member State of the European Economic Area ("Member State") that has implemented the Prospectus Directive. The information contained herein is confidential and is intended for use only by the intended recipient(s) (each a “Recipient”) . This material is not intended for U.S investors. Neither this material nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions (collectively, the “United States”) directly or indirectly. Any failure to comply with these restrictions may constitute a violation of U.S. or other securities laws, as applicable. This material and all information contained herein is being provided to you solely for your review during a road show presentation. This material is provided on the basis of your acceptance of the terms of this disclaimer. This material was prepared in order to indicate, on a preliminary basis, the feasibility of a possible transaction and does not carry any right of publication or disclosure to any other person. Neither this material nor any of its contents may be used for any other purpose without the prior written consent of SAECURE 14, the Company and the Managers. If this material has been made available to you in an electronic form, you are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither SAECURE 14 NHG B.V. ("SAECURE 14"), the Company, the Managers nor any subsidiaries, affiliates or ultimate holding companies, nor any of the subsidiaries or affiliates of such holding companies, nor any of the respective directors, officers, employees, advisors, representatives or agents of any of the foregoing (together, “Related Parties”) accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from any of the Managers. NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON OR ADDRESS IN THE US The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act, "U.S. Person"). This material is being distributed only to, and is directed only (i) at persons in Member States who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and (ii) in the United Kingdom of Great Britain and Northern Ireland (the UK), at qualified investors (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and qualified investors falling within Article 49 of the Order, and (b) to whom this material may otherwise be lawfully communicated . This document must not be acted on or relied on by, nor are the Securities herein referred to available to any other persons. This material is not available to any persons who are subject to US securities laws and it should not be distributed in the US or to any U.S. person nor in any jurisdiction in which its distribution would be prohibited. By reviewing this material each Recipient represents that it is a person into whose possession the material can be lawfully delivered in accordance with the laws of the jurisdiction in which the Recipient is located and that the Recipient may not, nor is it authorised to, deliver this document to any other person. The proposed structure and facilities described in this material are indicative, are meant to develop over time, and are subject to, amongst others, final approval of SAECURE 14 and the Company, satisfactory documentation and relevant contracts, satisfactory legal, tax and accountancy opinions, satisfactory valuation of the underlying assets and due diligence. Material information may have changed since the date the information was compiled in this material. Any historical information is not indicative of future performance. Opinions and estimates may be changed without notice and involve a number of assumptions which may not prove valid. Average lives of and potential yields on any securities cannot be predicted as the actual rate of repayment as well as other relevant factors cannot be determined precisely. No assurance can be or is given that the assumptions on which such information are made will prove correct. Information of this kind must be viewed with caution. 2
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