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Consent Sollicitation SNS REAAL

donderdag 27 mei 2010

SNS REAAL N.V. EUR 200,000,000 Subordinated Floating Rate Notes due June 2012 (the 'Notes')
(ISIN: XS0221493181) (Common Code: 022149318)
SNS REAAL N.V. ('SNS REAAL') today announces its proposal to holders of the Notes (the 'Noteholders') to terminate the Replacement Covenant (as defined in the Explanatory Memorandum) (the 'Proposal'). The terms and conditions of the Proposal are set out in the Explanatory Memorandum dated 27 May 2010 (the 'Explanatory Memorandum'). Terms not defined in this announcement will have the meaning ascribed to them in the Explanatory Memorandum.

The proposed termination of the Replacement Covenant (the 'Termination') in relation to the Notes will require the consent of a majority by principal amount of the Noteholders, as more fully described in the Explanatory Memorandum. If Consent Instructions are received on or prior to the Expiration Time, subject to a majority of the Noteholders submitting Consent Instructions in favour of the Termination, SNS REAAL will pay, on the Consent Fee Payment Date, a Consent Fee for disbursement to each Noteholder who has delivered a Consent Instruction for a vote in favour of the Termination. Noteholders should consider carefully the risks set out in the Explanatory Memorandum when making a decision whether to vote in favour of the Proposal.

The Consent Solicitation will commence on 27 May 2010 and will expire at 4.00 p.m. (London time) on 10 June 2010, unless terminated sooner by SNS REAAL as more fully described in the Explanatory Memorandum. The Consent Fee is expected to be paid on the Consent Fee Payment Date, which is expected to be on or about 15 June 2010.

Questions and request for assistance may be directed to the Solicitation Agent as follows:
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Tel:+44 (0)20 7545 8011
Attention: Liability Management Group

Lucid Issuer Services Limited has been appointed as tabulation agent in respect of this consent solicitation process and can be contacted as follows:
Attention: Yves Theis, Thomas Choquet
Telephone number: + 44 20 7704 0880
Facsimile number: + 44 20 7067 9098
Email: sns@lucid-is.com
Requests for assistance in completing and delivering Consent Instructions or requests for copies of the Explanatory Memorandum and of the Replacement Covenant should be directed by Noteholders to the Tabulation Agent.

Disclaimer
This announcement must be read in conjunction with the Explanatory Memorandum. This announcement and the Explanatory Memorandum contain important information which should be read carefully before any decision is made by a Noteholder whether to accept the Proposal. If you are in any doubt as to the action you should take you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, accountant or other independent financial adviser. Any individual, company or other legal entity whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if they wish to accept the Proposal.