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Notice Sound I B.V.

 

THIS NOTICE IS IMPORTANT AND REQUIRES YOURIMMEDIATE ATTENTION

 

This notice comprises regulated information within the meaning of the Dutch Act on Financial Supervision

(Wet op het financieel toezicht).

 

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.

Sound I B.V.

(the

"Issuer" )

 

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

euro 2,223,000,000 Senior Class A Mortgage-Backed Notes 2005 due 2037,

issue price 100 per cent. ISIN code XS0221342131

(the

"Class A Notes" )

 

euro 10,100,000 Mezzanine Class B Mortgage-Backed Notes 2005 due 2082,

issue price 100 per cent. ISIN code XS0228909130

(the

"Class B Notes" )

 

euro 5,600,000 Mezzanine Class C Mortgage-Backed Notes 2005 due 2082,

issue price 100 per cent. ISIN code XS0228909304

(the

"Class C Notes" )

 

euro 4,500,000 Junior Class D Mortgage-Backed Notes 2005 due 2082,

issue price 100 per cent. ISIN code XS0228909643

(the

"Class D Notes" )

 

euro 2,300,000 Junior Class E Mortgage-Backed Notes 2005 due 2082,

issue price 100 per cent. ISIN code XS0228910146

(the

"Class E Notes" )

 

euro 4,500,000 Subordinated Class F Mortgage-Backed Notes 2005 due 2082,

issue price 100 per cent. ISIN code XS0230711425

(the

"Class F Notes" )

 

(together the

"Notes" and the beneficial holders thereof the "Noteholders" )

 

Amsterdam, 14 December 2011

NOTICE:

Notice is hereby given to the holders of the Notes issued under the Sound I transaction (the "Transaction") of the convening of a Noteholder Meeting as further set out herein.

On 6 July 2011 Fitch Ratings ("Fitch") published an EMEA RMBS Criteria Addendum (Netherlands – NHG Backed) (the "New Fitch Criteria") and the estimated rating implications of the New Fitch Criteria (the "Estimated Rating Implications"). Following such update of its criteria for assessing NHG-Backed mortgage backed securities, Fitch placed on ‘RatingWatchNegative’ its credit ratings on classes of notes in several structured finance transactions, including the credit ratings on the classes of notes issued in relation to the Transaction.

According to the Estimated Rating Implications, the existing credit enhancement available to the Class A Notes in the Transaction does not satisfy the New Fitch Criteria for an AAA(sf) rating on the Class A Notes. A downgrade of the current ratings assigned to the Class A Notes to BBB(sf) or a similar level is expected if no remedial actions are taken.

In connection therewith and in accordance with the relevant provisions for meetings of noteholders contained in the trust deed in relation to the Transaction and at the request of the Issuer, Stichting Security Trustee Sound I (the "Security Trustee") hereby convenes:

- a meeting of noteholders of the Class A Notes scheduled to be held on 29 December 2011, at 2 p.m. CET.

In the meeting of noteholders the Class A Noteholders will be requested to vote on the proposed extraordinary resolution, which will include an instruction for:

1. a mandatory issue of a new unlisted Class of "Mezzanine Class S notes" (the "Class S Notes"), which new class will be subordinated to the Class A Notes and will be senior to the Class B Notes, the Class C Notes, the Class D Notes, the Class E Notes and the Class F Notes issued by the Issuer in respect of payment of principal and interest; and

2. simultaneous with (i), the pro rata reduction of the Principal Amount Outstanding of the existing Class A Notes with an amount equal to the nominal amount of the new Class S Notes, which will be sized in order to maintain a AAA(sf) rating on the Class A Notes and may not exceed 5% of the current Principal Amount Outstanding of the existing Class A Notes.

Please refer to the following website for a complete overview of the procedures for attending the above mentioned meetings, obtaining a security trustees report containing more detailed information in relation to the aforementioned and the measures to be taken in relation to the New Fitch Criteria: www.assetbacked.nl.

Further information can be obtained from the agent by e-mailing toinvestor.services@nibc.com.

Notice regarding a Noteholders meeting to be held at 29 December 2011
Private Wealth Services