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Notice CHAPEL 2003-I B.V.

THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This notice is made pursuant to section 5:25i of the Act on Financial Supervision ( Wet op het financieel toezicht), pursuant to which inside information should be made forthwith available .

If you are in any doubt as to the action you should take, you are recommended to seek your own financial, legal or other advice immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser.

CHAPEL 2003-I B.V.
(the " Issuer")

Notice is hereby given with respect to notes of each of the following class(es):

euro 890,000,000 floating rate Senior Class A Asset-Backed Notes 2003 due November 2064, issue price 100 per cent. ISIN: XS 0179679328

Time of Noteholders Meeting 29 Augustus 13.00hrs CET; to be stayed until the voting session on 7 September 2011: 12.45hrs CET

euro 39,000,000 floating rate Mezzanine Class B Asset-Backed Notes 2003 due November 2064, issue price 100 per cent. ISIN: XS 0179679674

Time of Noteholders Meeting 29 Augustus 13.00hrs CET; to be stayed until the voting session on 7 September 2011: 13.00hrs CET

euro 23,500,00 floating rate Junior Class C Asset-Backed Notes 2003 due November 2064, issue price 100 per cent. ISIN: XS 0179679914

Time of Noteholders Meeting 29 Augustus 13.00hrs CET; to be stayed until the voting session on 7 September 2011: 13.15hrs CET

euro 47,500,000 floating rate Subordinated Class D Asset-Backed Notes 2003 due November 2064, issue price 100 per cent. ISIN: XS 0181842146

Time of Noteholders Meeting 29 Augustus 13.00hrs CET; to be stayed until the voting session on 7 September 2011: 13.30hrs CET

(the " Notes" and each class of Notes, a " Class of Notes" and together the " Classes of Notes" and the holders thereof the " Noteholders" )

 

Amsterdam, 8 August 2011

INVITATION

The Notes are backed by certain loan receivables originated by DSB Bank N.V. (" DSB"). DSB was declared bankrupt on 19 October 2009.

The bankruptcy trustees of DSB have entered into four sub-delegation contracts (the " Sub-Delegation Contracts") with Quion Services B.V. and Quion Hypotheekbegeleiding B.V . (together, " Quion"), with the aim to transfer to Quion, on or about May 2012 (the " Conversion Date"), the servicing activities in relation to all Dutch (mortgage) loans originated by DSB, both held for its own account as well as those loans which have been securitised. The Sub-Delegation Contracts have an initial term of 5 years.

In the Sub-Delegation Contracts, each of the securitisation SPV's, including the Issuer, has been granted the right, acknowledged by the bankruptcy trustees of DSB as well as Quion, to enter into a direct legal relationship with Quion on similar terms as agreed between Quion and the bankruptcy trustees in the Sub-Delegation Contracts, in due course.

Stichting Security Trustee Chapel 2003-I (the " Security Trustee") hereby convenes a meeting of Noteholders of each Class of Notes (each a " Noteholders Meeting" and collectively, the " Noteholders Meetings"), to be held on the date and time specified below, during which a certain extraordinary resolution in relation to the foregoing and as described in a report prepared by the Security Trustee (the " Security Trustee Report") will be discussed and will be submitted for adoption.

Each Noteholders Meeting will be split into (i) a plenary session together with the Noteholders Meetings in respect of the other Classes of Notes, during which the extraordinary resolution as described in the Security Trustee Report will be explained in more detail, and (ii) a separate voting session for each Class of Notes, during which such extraordinary resolution will be submitted for adoption. The plenary session of the combined Noteholders Meetings will take place on 29 August 2011, at 13.00hrs CET. The separate voting sessions of each of the Noteholders Meetings will take place on 7 September 2011, at the time specified above with each Class of Notes. After the plenary session of the combined Noteholders Meetings on 29 August 2011, the Noteholders Meetings will be stayed ( aangehouden) until the separate voting sessions of each of the Noteholders Meetings on 7 September 2011.

The agenda of each of the Noteholders Meetings is as follows:

29 August 2011 (plenary session)

1.        Opening

2.        Introduction of submitted extraordinary resolution and possibility to discuss

3.        Any other business

4.        Stay ( aanhouden) of the Noteholders Meeting

 

7 September 2011 (separate voting sessions)

5.        Stay ( aanhouden) of the Noteholders Meeting

6.        Voting on the submitted extraordinary resolution

7.        Any other business

8.        End of the Noteholders Meeting

 

Subject to certain blocking instructions and (voting) certificates being submitted as set out in more detail below, Noteholders, their representatives or their proxyholder(s) may attend the relevant Noteholders Meeting (plenary session and separate voting sessions) in person and may vote at such Noteholders Meeting (separate voting sessions) in person, at the following address:

Loyens & Loeff

Fred. Roeskestraat 100

1076 ED Amsterdam

The Royal Bank of Scotland N.V. (" RBS") will act as agent in respect of this announcement (the " Agent").

Noteholders also have the opportunity to authorise the Agent to cast their votes, as set out in more detail below.

Instructions to obtain the Security Trustee Report

Noteholders wishing to obtain the Security Trustee Report are requested to submit such request in writing to the Agent ( email: corporate.actions@rbs.com ).

Instructions in relation to the plenary session of the combined Noteholders Meetings  

Instructions in relation to attend the plenary session in person

Noteholders, their representatives or their proxyholder(s) wishing to attend the plenary session of the combined Noteholders Meetings on 29 August 2011 in person are requested to submit or procure to submit (i) a blocking instruction to the Agent; and (ii) a request for a certificate (to be shown at the plenary session of the combined Noteholders Meetings) which may be obtained from the Agent; both through and in accordance with any procedures of Euroclear or Clearstream, Luxembourg by no later than 17.00 hours CET on 27 August 2011. The blocking instruction should contain details of the relevant nominal amount and the ISIN code of each Class of Notes held and all relevant details of the Noteholder (including full contact details and particularly the address to which the certificate needs to be sent ). Noteholders, their representatives or their proxyholder(s) wishing to attend the relevant Noteholders Meeting in person must produce at such Noteholders Meeting a valid certificate issued by the Agent.

Instructions in relation to following the plenary session per web broadcast

Noteholders, their representatives or their proxyholder(s) wishing to follow the plenary session of the combined Noteholders Meetings on 29 August 2011 per web broadcast are requested to submit or procure to submit a blocking instruction to the Agent through Euroclear or Clearstream, Luxembourg by no later than 17.00hrs CET on 27 August 2011, all in accordance with any procedures of Euroclear or Clearstream, Luxembourg. The blocking instruction should contain details of the relevant nominal amount of each class of Notes held and all relevant details of the beneficial owner holding such nominal amount of each class of Notes (including full contact details and particularly the e-mail address to which the code needs to be sent in order to be able to log into the web broadcast). After submission of the blocking instruction as described above, Noteholders, their representatives or their proxyholder(s) will on 28 August 2011 be sent the log-in code required to be able to follow the web broadcast of the plenary session of the combined Noteholders Meetings on 29 August 2011.

Instructions in relation to a separate voting session of a Noteholders Meeting in respect to each Class of Notes

Instructions in relation to vote at a separate voting session in person

Noteholders, their representatives or their proxyholder(s), wishing to vote at a separate voting session of a Noteholders Meeting on 7 September 2011 in person are requested to submit or procure to submit a request for a voting certificate to the Agent, all through and in accordance with any procedures of Euroclear or Clearstream, Luxembourg by no later than 17.00hrs CET on 5 September 2011. The request for a voting certificate should contain details of the relevant nominal amount and the ISIN code of each Class of Notes held, all relevant details of the Noteholder (including full contact details and particularly the e-mail address to which the voting certificate needs to be sent ).

A Noteholder wishing to vote at a separate voting session of a Noteholders Meeting should have submitted a blocking instruction to the Agent and should have attended the plenary session of the combined Noteholders Meeting, either in person or per web broadcast. In addition, the Notes in respect of which such Noteholder wishes to vote at a separate voting session of a Noteholder Meeting should be blocked during such voting session.

Instructions in relation to instructing the Agent to vote at a separate voting session

Noteholders, their representatives or their proxyholder(s), wishing to vote at but not to attend a separate voting session of a Noteholders Meeting on 7 September 2011 in person are requested to submit or procure to submit a voting instruction to the Agent, all through and in accordance with the applicable procedures of Euroclear or Clearstream, Luxembourg by no later than 17.00hrs CET on 5 September 2011. Such voting instruction should contain details of the relevant nominal amount and the ISIN code of each Class of Notes held, all relevant details of the Noteholder (including full contact details) and the appointment of the Agent as proxyholder to attend and vote at a separate voting session of a Noteholders Meeting on 7 September 2011 in accordance with the voting instruction received from such Noteholder as specified therein.

A Noteholder wishing to vote at a separate voting session of a Noteholders Meeting should have submitted a blocking instruction to the Agent and should have attended the plenary session of the combined Noteholders Meeting, either in person or per web broadcast. In addition, the Notes in respect of which such Noteholder wishes to vote at a separate voting session of a Noteholder Meeting should be blocked during such voting session.  

For assistance with procuring attendance at the meeting, obtaining voting certificates and/or submitting voting instructions, please contact the Agent:

The Royal Bank of Scotland N.V.

Tel. +31 20 464 3707

Fax: + 31 20 464 1707

Email: corporate.actions@rbs.com

 

As of 8 September 2011 the relevant nominal amount of each Class of Notes, for which a blocking instruction has been submitted, will be unblocked.

This notice constitutes the formal announcement of the Noteholders Meetings. Neither Euroclear Bank S.A./N.V., Clearstream Banking société anonyme, the Issuer, the Security Trustee or Royal Bank of Scotland N.V. accept any liability whatsoever for any act or omission to act in relation to the foregoing.

 


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Director

Claude Debussylaan 24

1082 MD Amsterdam

ANT Trust & Corporate Services N.V.

securitisation@ant-trust.nl


 

Invitation Noteholders Meeting
Private Wealth Services