The following documents shall be deemed to be incorporated in, and to form part of, this Base Prospectus: (a) an English translation of the Articles of Association (statuten) of the Issuer and Van Lanschot N.V.; (b) the Dutch language publicly available audited consolidated financial statements as of and for the financial
year ended 31 December 2013 and an English translation of the publicly available audited consolidated financial statements as of and for the financial year ended 31 December 2012 of Van Lanschot N.V. (including the respective independent auditor's reports hereon) as included in Van Lanschot N.V.'s annual 2013 on page 71 to 208 and 213 and 2012 on page 71 to 197 and 202 respectively;
(c) an English translation of the publicly available unaudited consolidated interim (semi-annual) financial statements of Van Lanschot N.V. as of and for the periods ended 30 June 2013 and 30 June 2012 as set forth in the semi-annual reports over those periods;
(d) only to the extent they apply Fixed Rate Notes, Floating Rate Notes and Zero Coupon Notes, the terms and conditions as set forth on the following pages of the following Programme prospectuses of the Issuer: - page 21 up to and including 41 of the base prospectus dated 6 May 2004;
- page 31 up to and including 51 of the base prospectus dated 30 August 2005; - page 32 up to and including 52 of the base prospectus dated 17 August 2006; - page 40 up to and including 61 of the base prospectus dated 23 November 2007; - page 69 up to and including 171 of the base prospectus dated 5 January 2009; - page 69 up to and including 172 of the base prospectus dated 8 January 2010; - page 70 up to and including 172 of the base prospectus dated 21 January 2011; - page 75 up to and including 182 of the base prospectus dated 14 March 2012; and - page 48 up to and including 81 of the base prospectus dated 12 April 2013.
The Issuer will provide, without charge, to each person to whom a copy of this Base Prospectus has been delivered, upon the oral or written request of such person, a copy of any or all of the documents which are deemed to be incorporated herein by reference. Written or oral requests for such documents should be directed to the Issuer at its office set out at the end of this Base Prospectus. In addition, such documents will be available free of charge from the office in Amsterdam of Kempen & Co N.V. in its capacity as Amsterdam listing agent (the "Amsterdam Listing Agent") for Notes listed on NYSE Euronext Amsterdam, from the principal office in Luxembourg of Deutsche Bank Luxembourg S.A. in its capacity as Luxembourg listing agent (the "Luxembourg Listing Agent") for Notes which may in future be listed on the regulated market of the Luxembourg Stock Exchange (after the CSSF has been provided with a Notification), and from the website of the Issuer (www.vanlanschot nl/vanlanschot/en/about-van-lanschot/investor-relations/debt-investors/issuance- programmes html).
The Issuer will, in connection with the listing of the Notes on NYSE Euronext Amsterdam or the regulated market of the Luxembourg Stock Exchange, so long as any Note remains outstanding and listed on either such exchange, in the event of a material adverse change in the financial condition of the Issuer which is not reflected in this Base Prospectus or if a significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus arises or is noticed, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Notes to be listed on NYSE Euronext Amsterdam or the regulated market of the Luxembourg Stock Exchange. If the terms of this Programme are modified or amended in a manner which would make this Base Prospectus inaccurate or misleading, a new Base Prospectus or a supplement to this Base Prospectus will be prepared.
This Base Prospectus and any supplement will only be valid for issuing Notes in an aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all Notes previously or simultaneously issued under the Programme, does not exceed € 5,000,000,000 or its equivalent in other currencies.
For the purpose of calculating the aggregate amount of Notes issued under the Programme from time to time: (a) the Euro equivalent of Notes denominated in another Specified Currency (as defined under 'Form of the
Notes' below) shall be determined, at the discretion of the Issuer, as of the date of agreement to issue such
Notes (the "Agreement Date") or on the preceding day on which commercial banks and foreign exchange markets are open for business in Amsterdam, in each case on the basis of the spot rate for the
sale of the Euro against the purchase of such Specified Currency in the Amsterdam foreign exchange market quoted by any leading bank selected by the Issuer on such date;
(b) the amount (or, where applicable, the Euro equivalent) of Fixed Rate Notes and Floating Rate Notes (each as defined under 'Form of the Notes' below) shall be calculated (in the case of Notes not denominated in Euro, in the manner specified above) by reference to the original nominal amount of such Notes (in the case of Partly Paid Notes, regardless of the subscription price paid); and
(c) the amount (or, where applicable, the Euro equivalent) of Zero Coupon Notes (as defined under 'Form of
Notes' below) and other Notes issued at a discount or premium shall be calculated (in the case of Notes
not denominated in Euro, in the manner specified above) by reference to the net proceeds received by the Issuer for the relevant issue.