PROSPECTUS DATED 19 SEPTEMBER 2014 Atradius Finance B.V. €250,000,000 Fixed to Floating Rate Guaranteed Subordinated Notes due 2044 unconditionally and irrevocably guaranteed on a subordinated basis by Atradius N.V. The €250,000,000 Fixed to Floating Rate Guaranteed Subordinated Notes due 2044 (the Notes) are issued by Atradius Finance B.V. (the Issuer) and unconditionally and irrevocably guaranteed on a subordinated basis by Atradius N.V. (the Guarantor and together with its subsidiaries Atradius). The Notes rank pari passu without any preference among themselves and constitute direct, unsecured and subordinated obligations of the Issuer, as further described in Condition 2. From 23 September 2014 up to 23 September 2024 (the First Call Date), the Notes bear a fixed rate of interest of 5.250 per cent. per annum, payable annually in arrear on 23 September in each year (each a Fixed Interest Payment Date), commencing on 23 September 2015. If on the First Call Date the Notes have not been redeemed in full in accordance with the terms and conditions of the Notes (the Terms and Conditions), the Notes will bear a floating rate of interest of Euribor for three-month deposits in euro plus a margin of 5.031 per cent. per annum, payable quarterly in arrear on 23 March, 23 June, 23 September and 23 December in each year, for the first time on 23 December 2024. The Issuer may, in respect of any Optional Interest Payment Date, elect to defer payment of all (but not some only) of the interest accrued to that date and the Issuer shall not have any obligation to make such payment on that date. In addition, payments of interest on the Notes will be mandatorily deferred on each Mandatory Interest Deferral Date and the Issuer shall not have any obligation to make such payment on that date. Deferral of any payment of interest on an Optional Interest Payment Date or Mandatory Interest Deferral Date will not constitute a default by the Issuer or the Guarantor and will not give the Noteholders any right to accelerate the Notes or to take any enforcement action under the Notes or the Guarantee. Any interest in respect of the Notes not paid on an Interest Payment Date as a result of a deferral (whether optional or mandatory), together with any other interest in respect thereof not paid on any earlier Interest Payment Date, shall, so long as the same remains unpaid, constitute Arrears of Interest. Arrears of Interest may be paid in whole or in part at any time, provided that no Mandatory Deferral Event has occurred and is continuing and any notifications to the Regulator have been made or consent from the Regulator has been obtained, as the case may be, in either case if required of the Issuer or the Guarantor under the Capital Adequacy Regulations. Arrears of Interest will become immediately due and payable in whole (and not in part) upon the occurrence of certain events as described in Condition 4(b). Unless the Notes are previously redeemed or purchased and cancelled in full, the Issuer will redeem the Notes at their principal amount, together with all Arrears of Interest and further interest accrued on 23 September 2044 (the Maturity Date). So long as the Guarantor is subject to Capital Adequacy Regulations, any redemption pursuant to Condition 5, including on the Maturity Date, may only be made provided no Mandatory Deferral Event has occurred and is continuing at the time of such redemption, and principal, premium, interest or any other amount shall only be due and payable in respect of or arising from the Notes, provided no Mandatory Deferral Event has occurred and is continuing and the Issuer could make such payment without a Mandatory Deferral Event occurring, except where Condition 2(b) applies, in which case this condition to redemption does not apply and the Noteholder shall have a subordinated claim as set out therein. The Issuer has the option to redeem all of the Notes in whole, but not in part, on the First Call Date or on any Interest Payment Date thereafter (each an Optional Redemption Date) at their principal amount, together with any accrued and unpaid interest and any Arrears of Interest, subject to and in accordance with the Terms and Conditions. In addition, the 1 Issuer may unless previously redeemed in full, redeem the Notes, in whole, but not in part, at their principal amount together with any Arrears of Interest and any further interest accrued to (but excluding) the date of redemption in accordance with the Terms and Conditions in the case of a Tax Event, a Capital Disqualification Event or a Rating Methodology Event, subject to and in accordance with the relevant Conditions. Furthermore, in case of a Tax Event, a Capital Disqualification Event or a Rating Methodology Event in accordance with Conditions 5(c), 5(d) and 5(e), respectively, the Issuer may, in its sole discretion, but subject to compliance with applicable Capital Adequacy Regulations, substitute the Notes in whole (but not in part) into or for another series of notes, or vary the terms of the Notes. Any redemption, substitution, variation or purchase of the Notes is subject to (a) the prior consent of the Regulator if required of the Issuer or the Guarantor under the Capital Adequacy Regulations and (b) compliance with the Capital Adequacy Regulations. The denomination of the Notes will be EUR 100,000 and integral multiples of EUR 1,000 in excess thereof, up to and including EUR 199,000. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 (the Luxembourg Act) relating to prospectuses for securities to approve this document as a prospectus and to the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on the Luxembourg Stock Exchange's regulated market (as defined in Directive 2004/39/EC, the Markets in Financial Instruments Directive). This Prospectus will be published on the website of the Luxembourg Stock Exchange, www.bourse.lu. The CSSF gives no undertaking as to the economic and financial soundness of the transaction and the quality or solvency of the Issuer in line with the provisions of article 7 (7) of the Luxembourg Law on prospectuses for securities. This Prospectus comprises a prospectus for the purposes of Article 5 (3) of Directive 2003/71/EC, as amended, (the Prospectus Directive) and for the purposes of the Luxembourg Act. The Notes are expected to be assigned, on issue, a rating of Ba1 by Moody’s Investors Service Limited (Moody’s) and a rating of bbb- by AM Best Europe-Rating Services Ltd. (A.M. Best). Each of Moody’s and A.M. Best 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 initially be represented by a temporary global note (the Temporary Global Note), without interest coupons, which will be deposited on or about 23 September 2014 (the Closing Date) with a common safekeeper for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking SA (Clearstream, Luxembourg). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the Permanent Global Note and, together with the Temporary Global Note, the Global Notes), without interest coupons, on or after 2 November 2014 (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited circumstances. See "Summary of Provisions relating to the Notes while in Global Form". The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Investing in the Notes involves risks. Prospective investors should have regard to the risk factors described under the section headed "Risk Factors" in this Prospectus, but should read the complete Prospectus, including the documents incorporated by reference, to get a full understanding of the risks and merits inherent in an investment in the Notes. Capitalised terms used, but not defined, in this section can be found elsewhere in this Prospectus. Certain definitions of capitalised terms used herein are set out in "Terms and Conditions of the Notes". The language of this Prospectus 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. Joint Lead Managers ING J.P. Morgan 2 TABLE OF CONTENTS Table of Contents .................................................................................................................................... 3 Risk Factors ............................................................................................................................................. 4 Overview of Principal Features of the Notes ........................................................................................ 31 Important Information ..........................................................................................................................