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Termination Replacement Covenant after successful Consent Sollicitation SNS REAAL

maandag 14 juni 2010

On 27 May 2010, SNS REAAL N.V. ('SNS REAAL') announced its proposal as described in the Explanatory Memorandum dated 27 May 2010 prepared by SNS REAAL relating to the Notes (the 'Explanatory Memorandum') to holders of the Notes (the 'Noteholders') to terminate the Replacement Covenant (as defined in the Explanatory Memorandum) (the 'Proposal'). The proposed termination of the Replacement Covenant (the 'Termination') in relation to the Notes required the consent of a majority by principal amount of the Noteholders, as more fully described in the Explanatory Memorandum. Terms used but not defined in this announcement will have the meaning ascribed to them in the Explanatory Memorandum.

SNS REAAL today announces that Noteholders holding 70.8 percent of the principal amount of the Notes submitted Consent Instructions in favour of the Termination and that accordingly the Replacement Covenant has been terminated. SNS REAAL expects to pay on 15 June 2010 to the relevant Clearing System (as defined in the Explanatory Memorandum) for disbursement to each holder of Notes who has delivered a Consent Instruction for a vote in favour of the Termination, a Consent Fee (as defined in the Explanatory Memorandum), equal to the amount of EUR 25 per EUR 10,000 principal amount of Notes for which such Consent Instruction has been delivered.

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
Attention: Liability Management Group

Tel: +44 (0)20 7545 8011
Email: liability.management@db.com

Lucid Issuer Services Limited has been appointed as tabulation agent in respect of this consent solicitation process and can be contacted as follows:

Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Attention: Yves Theis, Thomas Choquet

Tel: +44 (0)20 7704 0880
Fax: +44 (0)20 7067 9098
Email: sns@lucid-is.com

Disclaimer
This announcement must be read in conjunction with the Explanatory Memorandum.
This press release contains only factual information and should not be regarded as an opinion or recommendation concerning the purchase or sale of shares or other securities issued by SNS REAAL N.V. This press release does not contain any value judgement or predictions with respect to the financial performance of SNS REAAL N.V.

Explanatory Memorandum