VIVAT N.V. (incorporated under the laws of the Netherlands with limited liability and having its corporate seat in Utrecht, the Netherlands) EUR 300,000,000 Perpetual Restricted Tier 1 Notes The EUR 300,000,000 Perpetual Restricted Tier 1 Notes (the "Notes") are issued by VIVAT N.V. (the "Issuer" or "VIVAT"). The obligations of VIVAT under the Notes in respect of principal and interest constitute direct, unconditional, unsecured and subordinated obligations of VIVAT, ranking pari passu without any preference among themselves and (a) junior to the claims of all Senior Creditors of VIVAT, (b) pari passu with any Parity Obligations and (c) in priority to claims in respect of any Junior Obligations. The Notes are perpetual securities in respect of which there is no fixed maturity or redemption date. Holders of Notes have no right to require the Issuer to redeem or purchase the Notes at any time. The Issuer shall be entitled to redeem the Securities only in accordance with the provisions specified in "Terms and Conditions of the Notes — Conditions to Redemption and/or Purchase". The Issuer shall have the right, provided that the Redemption and/or Purchase Conditions are met, to redeem the Notes, in whole but not in part, on the First Call Date and on any Interest Payment Date thereafter as further specified in "Terms and Conditions of the Notes — Conditions to Redemption and/or Purchase". In addition, the Issuer may (subject, that the Redemption and/or Purchase Conditions are met) redeem the Notes following a Rating Methodology Event, a Regulatory Event, a Tax Deductibility Event or a Gross-Up Event, Clean-up Call as set out in "Terms and Conditions of the Notes — Conditions to Redemption and/or Purchase". Each Note will bear interest on its Prevailing Principal Amount (i) from (and including) the Issue Date to (but excluding) 19 June 2025 (the “First Call Date”), at a fixed rate of 7.00 per cent. per annum payable semi-annually in arrear on 19 June and 19 December in each year, commencing on 19 December 2018 and (ii) from (and including) the First Call Date, at the relevant Reset Rate of Interest payable semi-annually in arrear on 19 June and 19 December in each year, commencing on 19 December 2025, as further specified in "Terms and Conditions of the Notes — Interest". Upon the occurrence of a Trigger Event (as defined herein), any interest which is accrued and unpaid up to (and including) the Write-Down Date (as defined herein) shall be automatically cancelled and the Issuer shall without the need for the consent of the Noteholders write-down the Notes by reducing the Prevailing Principal Amount (as defined herein). A Write-Down (as defined herein) of the Notes shall not constitute a default or an event of default in respect of the Notes or a breach of the Issuer’s obligations or duties or a failure to perform by the Issuer in any manner whatsoever, and shall not entitle Noteholders to petition for the insolvency or dissolution of the Issuer or to take any other action. ANY WRITE-DOWN OF THE NOTES UPON THE OCCURRENCE OF A TRIGGER EVENT WILL BE ON A PERMANENT BASIS. The Notes do not contain events of default. Application has been made for listing particulars to be approved by The Irish Stock Exchange plc trading as Euronext Dublin (the "Irish Stock Exchange") and for the Notes to be admitted to the Official List of the Irish Stock Exchange and admitted to trading on its Global Exchange Market. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC (as amended). This Offering Memorandum has been approved by the Irish Stock Exchange and qualifies as a "Listing Particulars" within the meaning of the Listing and Admission to Trading Rules for Debt Securities of the Global Exchange Market of the Irish Stock Exchange. The Notes are expected to be assigned, on issue, a rating of BB- by Fitch Ratings Limited ("Fitch"). Fitch is established in the European Community and registered pursuant to Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended by Regulation (EC) No 513/2011 of the European Parliament and of the Council of 11 March 2011. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the relevant rating organisation. The Notes will be issued in bearer form and shall have denominations of EUR 200,000 and integral multiples of EUR 1,000 in excess thereof, up to and including EUR 399,000. The Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons, which will be deposited on or about 19 June 2018 (the "Closing Date") with a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive Notes are described in "Summary of Provisions relating to the Notes represented by the Global Notes". An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described in the chapter "Risk Factors" starting on page 8. Definitions used, but not defined, in this section can be found elsewhere in this Offering Memorandum. The language of the Offering Memorandum is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. 1 The date of this Offering Memorandum is 15 June 2018. Structuring Advisors DEUTSCHE BANK NATWEST MARKETS Joint Lead Managers ABN AMRO BNP PARIBAS DEUTSCHE BANK NATWEST MARKETS TABLE OF CONTENTS IMPORTANT INFORMATION ................................................................................................................. 4 RISK FACTORS ..................................................................................................................................... 8 KEY FEATURES OF THE NOTES ........................................................................................................ 52 TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 62 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE GLOBAL NOTES................................................................................................................................................. 87 USE OF PROCEEDS ........................................................................................................................... 90 INFORMATION ABOUT VIVAT AND BUSINESS OVERVIEW .............................................................. 91 CORPORATE GOVERNANCE ........................................................................................................... 122 TAXATION ......................................................................................................................................... 128 SUBSCRIPTION AND SALE .............................................................................................................. 132 DOCUMENTS INCORPORATED BY REFERENCE ............................................................................ 135 GENERAL INFORMATION ................................................................................................................. 136 DEFINITIONS .................................................................................................................................... 139 3 IMPORTANT INFORMATION Responsibility Statement VIVAT accepts responsibility for the information contained in this Offering Memorandum. To the best of the knowledge and belief of VIVAT (having taken all reasonable care to ensure that such is the case), the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. No person has been authorised to give any information or to make any representation other than as contained in this Offering Memorandum in connection with the offering of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by VIVAT or the Joint Lead Managers (as defined under "Subscription and Sale" below). Neither the delivery of this Offering Memorandum nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the VIVAT and its subsidiaries within the meaning of Section 2:24b of the Dutch Civil Code (together, the "VIVAT Group" or the "Group") since the date hereof. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of VIVAT during the life of the Notes or to advise any investor in the Notes of any information coming to their attention. The Joint Lead Managers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the information contained or incorporated in this Offering Memorandum or any other information provided by VIVAT in connection with the offering of the Notes. The Joint Lead Managers accept no responsibility in relation to the information contained in this Offering Memorandum or