FORM OF FINAL TERMS
PART A CONTRACTUAL TERMS
[The following language applies if the first tranche of an issue which is being increased was issued under a prospectus with an earlier date]
[Terms used herein shall be deemed to be defined as such in [the terms and conditions as referred to on page 21 up to and including 41 of the prospectus of the Issuer relating to the Programme dated 6 May 2004 (the '2004 Terms and Conditions')] [the terms and conditions as referred to on page 31 up to and including 51 of the prospectus of the Issuer relating to the Programme dated 30 August 2005 (the '2005 Terms and Conditions')] [the terms and conditions as referred to on page 36 up to and including 57 of the prospectus of the Issuer relating to the Programme dated 17 August 2006 (the '2006 Terms and Conditions')] [the terms and conditions as set forth on page 40 up to and including 61 of the prospectus of the Issuer relating to the Programme dated 23 November 2007 (the '2007 Terms and Conditions')] [the terms and conditions as set forth on page 69 up to and including 171 of the prospectus of the Issuer relating to the Programme dated 5 January 2009 (the '2008 Terms and Conditions')] which have been incorporated by reference in, and form part of the Base Prospectus dated 8 January 2010. These Final Terms contain the final terms of the Notes and must be read in conjunction with the Base Prospectus dated 8 January 2010, save in respect of the [2004/2005/2006/2007/2008] Terms and Conditions incorporated by reference therein which are attached hereto. Together, the Base Prospectus and these Final Terms constitute a base prospectus for the purpose of the Prospectus Directive (Directive 2003/71/EC) (the 'Prospectus Directive'). This document constitutes the Final Terms of the Notes described herein for the purpose of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus.]
[When adding any other final terms or information, consideration should be given as to whether such terms or information constitute "significant new factors" and consequently trigger the need for a supplement to the Base Prospectus under Article 16 of the Prospectus Directive.]
[Include whichever of the following apply or specify as 'Not Applicable' [N/A]. Note that the numbering should remain as set out below, even if 'Not Applicable' is indicated for individual paragraphs or sub-paragraphs. Italics denote directions for completing the Final Terms.]
1. Issuer: F. van Lanschot Bankiers N.V.
2. (i) Series Number: [...]
(ii) Tranche Number: [...]
(If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3. Specified Currency or Currencies: [...] 4. Aggregate Nominal Amount:
(i) Series: [...]
(ii) Tranche: [...]
5. (i) Issue Price : [...] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (in case of fungible issues only, if applicable)]
[(ii) Net Proceeds [...] (required only for issues listed on Euronext Amsterdam)]
6. (i) Specified Denominations3: [...]
(ii) Calculation Amount: [...]
7. (i) Issue Date: [...]
(ii) Interest Commencement Date: [...]
8. Maturity Date or Redemption Month: [...] [Fixed rate – specify date]
[Other - Interest Payment Date falling in or nearest to [specify month] [(the 'Scheduled Maturity Date')] [subject as provided in Condition 12(d) [,/ and] Condition 12(e) [,/and] [Condition 12(f)] (Include for Credit Linked Notes)] (in the case of Index Linked Notes, Equity Linked Notes or
Fund Linked Notes, consider providing for postponement of Maturity Date if (i) the final Valuation Date is postponed by reason of a Market Disruption Event or (ii) there is a Settlement Disruption Event)
9. Interest Basis: [[...] per cent. Fixed Rate]
[[LIBOR/EURIBOR] +/- [...] per cent. [Floating Rate]
[Zero Coupon]
[Currency Linked Interest] [Commodity Linked Interest] [Equity Linked Interest] [Credit Linked Interest] [Fund Linked Interest] [Index Linked Interest] [Dual Currency Interest] [Non-interest bearing] [specify other]
(further particulars specified below) 10. (a) Redemption/Payment Basis: [Redemption at par]
[Currency Linked Redemption] [Commodity Linked Redemption] [Equity Linked Redemption] [Index Linked Redemption] [Credit Linked Redemption] [Fund Linked Redemption] [Dual Currency Redemption] [Partly Paid]
[Instalment] [specify other]
(b) Protection Amount [Principal Protected/[...] per cent. of the Specified Denomination/Not Applicable]
11. Change of Interest Basis or Redemption/Payment [Specify details of any provision for change of Notes into another Interest Basis or Redemption/Payment Basis]
Basis:
12. Put/Call Options: [Put Option]
[Issuer Call]
[(further particulars specified below)]
13. (i) Status of the Notes: [Senior/Subordinated (Tier 2/3 Notes)] (For Tier 2/))Notes,
specify details of subordination provisions
(ii) Domestic Note: [No/Yes]
(iii) Date of resolutions/authorisations/ approval for issuance of Notes obtained
[...]
14. (i) Listing: [Euronext Amsterdam/the regulated market of the
Luxembourg Stock Exchange/specify other/None]
(ii) Admission to trading: [Application has been made for the Notes to be admitted to trading on [...] with effect from [...].]
[Not Applicable]
(Where documenting a fungible issue need to indicate that original securities are already admitted to trading.
(iii) Estimate of total expenses related to
admission to trading:*
[...]
15. Method of distribution: [Syndicated/Non-syndicated]
16. Name and contact details of Calculation Agent: [not applicable/name and contact details]
PROVISIONS RELATING TO INTEREST (lF ANY) PAYABLE
17. Fixed Rate Note Provisions: [Applicable/Not Applicable] (If not applicable, delete-the
remaining sub-paragraphs of this paragraph)
(i) Fixed Rate[(s)] of Interest : [...] per cent. per annum [payable [annually/semi- annually/quarterly] in arrear]
(If payable other than annually, consider amending Condition 5)
(ii) Interest Payment Date(s): [...] in each year up to and including the Maturity Date/[specify other] (NB: Amend in the case of long or
short coupons)
Delete if the minimum denomination is EUR 50,000
(iii) Fixed Coupon Amount(s): [...] per [...] in nominal amount
(iv) Broken Amount(s): [Insert particulars of any initial or final broken interest
amounts which do not correspond with the Fixed Coupon Amount[s] and the Interest Payment Dates to which they relate]
(v) Day Count Fraction: [Actual/Actual (ICMA)] [30/360
[Other]
(See General Definitions in Terms and Conditions for
alternatives)
(vi) Determination Date(s): [...] in each year [(Insert regular interest payment dates,
ignoring issue date or maturity date in the case of a long or short first or last coupon] (NB: This will need to be amended in the case of regular interest payment dates which are not of equal duration) (NB: Only relevant for an issue denominated in Euro where Day Count Fraction is Actual/Actual (ICMA))
(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes:
[Not Applicable/Give details]
(viii) Other terms or special conditions: [...]
18. Floating Rate Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the
remaining sub-paragraphs of this paragraph)
(i) Specified Period(s)/
Specified Interest Payment Dates: [...]
(ii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/ [specify
other]]
(iii) Additional Business Centre(s): [...] (iv) Manner in which the Rate of Interest is to
be determined
[Screen Rate Determination/ISDA Determination/ and Interest Amount/specify other]
(v) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Agent):
[...]
(vi) Screen Rate Determination: [Yes/No]
– Reference Rate:
[...]provisions in the Agency Agreement)
– Interest Determination Date(s): [...]
(Second London business day prior to the start of each Interest Period if LIBOR (other than sterling or Euro LIBOR), first day of each Interest Period if sterling LIBOR and the second day on which the TARGET 2 System is open prior to the start of each Interest Period if EURIBOR or Euro LIBOR)
– Relevant Screen Page: [...]
(In the case of EURIBOR, if not Reuters EURIBOR 01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)
(vii) ISDA Determination: [Yes/No]
– Floating Rate Option: [...]
– Designated Maturity: [...]
– Reset Date: [...]
(viii) Margin(s): [+/-] [...] per cent. per annum (ix) Minimum Rate of Interest: [...] per cent. per annum (x) Maximum Rate of Interest: [...] per cent. per annum
(xi) Floating Day Count Fraction: [Actual/Actual (ISDA)/ Actual/365 / Actual/365 (Fixed) / Actual/365 (Sterling) / Actual/360 / 30/360 / 30E/360 (ISDA)/Other] (See Condition 5 for alternatives)
(xii) Fall back provisions, rounding provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the
Conditions [...]
(xiii) Applicable ISDA Definitions: [2000/2006] ISDA Definitions[(as amended and supplemented)]
(xiv) Other terms or special conditions: [...]
19. Zero Coupon Note Provisions: [Applicable/Not Applicable]
(If not applicable, delete the remaining sub- paragraphs of this paragraph)
(i) Accrual Yield: [...] per cent. per annum
(iii) Any other formula/basis of determining
amount payable: [...]
(iv) Day Count Fraction in relation to Early Redemption Amounts and late payment:
[Conditions 7(g) and (l) apply/specify other]
(Consider applicable day count fraction if not U.S. dollar denominated).
(v) Other terms or special conditions: [...]
20. Index Linked Interest Note Provisions: [Applicable/Not Applicable] (If not applicable, delete the
remaining sub-paragraphs of this paragraph)
(i) Index or Indices: [Single Index/Basket of Indices] [give details]/[See Schedule]
(ii) Name of Index Sponsor(s): [give details]/[See Schedule] (iii) Description of formula to be used to
determine the Rate of Interest
[...]
(iv) Provisions for determining the Rate of Interest where calculation by reference to Index or Indices and/or formula is impossible or impracticable:
[Applicable/Not Applicable] [If applicable, need to include
a description of market disruption or settlement disruption events and adjustment provisions]
(v) Specified Period(s)/Specified Interest
Payment Date(s): [...]
(vi) Observation Period(s): [...]
(vii) Observation Date(s): [...]
(viii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/ specify
other]
(ix) Additional Financial Centre(s): [...]
(x) Minimum Rate of Interest: [[...] per cent. per annum]/[Not Applicable] (xi) Maximum Rate of Interest: [[...] per cent. per annum]/[Not Applicable] (xii) Day Count Fraction: [Actual/Actual
Actual/365 Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 Eurobond Basis 360/360 Bond Basis 30E/360 (ISDA) Actual/Actual (ICMA)
Other]
(See General Definitions in Terms and Conditions for
alternatives)
(xiii) Valuation Date(s): [...] (where Averaging Dates are to be used, ensure all relevant details are included)
(xiv) Valuation Time: [Condition 9(c) applies/(specify if other)]
(xv) Disrupted Day: [Applicable/Not Applicable]
(xvi) Exchange(s): [...]
(xvii) Related Exchange(s): [All Exchanges]/[...] (xviii) Other terms or special conditions: [...]
21. Dual Currency Interest Note Provisions: [Applicable/Not Applicable]
(If not applicable, delete the remaining sub-paragraphs of this paragraph)
(i) Rate of Exchange/method of calculating Rate of Exchange:
[[Screen Rate Determination/ISDA Determination/ and Interest Amount/specify other]
(ii) Provisions applicable where calculation by reference to Rate of Exchange impossible or impracticable:
[need to include a description of market disruption or
settlement disruption events and adjustment provisions]
(iii) Day Count Fraction: [Actual/Actual Actual/365 Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 Eurobond Basis 360/360 Bond Basis 30E/360 (ISDA) Actual/Actual (ICMA) Actual/Actual (ISDA) Other]
(See General Definitions in Terms and Conditions for
alternatives)
(iv) Other terms or special conditions: [...]
22. Currency Linked Interest Note Provisions: [Applicable/Not Applicable]
[If not applicable, delete the remaining sub-paragraphs of
(i) Relevant Currency: [...] (ii) Description of formula to be used to
determine the Rate of Interest:
[Give details]/[See Schedule] (iii) Provisions for determining the Rate of
Interest where calculation by reference to the formula is impossible or impracticable
[Applicable/Not Applicable] [If applicable, need to include
a description of market disruption or settlement disruption events and adjustments provisions]
(iv) Specified Period(s)/Specified Interest Payment Date(s):
[...]
(v) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[Specify
other]]
(vi) Additional Financial Centre(s): [...]
(vii) Minimum Rate of Interest: [[...] per cent. per annum]/[Not Applicable] (viii) Maximum Rate of Interest: [[...] per cent. per annum]/[Not Applicable] (ix) Day Count Fraction: [Actual/Actual
Actual/365 Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 Eurobond Basis 360/360 Bond Basis 30E/360 (ISDA) Actual/Actual (ICMA) Actual/Actual (ISDA) Other]
(See General Definitions in Terms and Conditions for
alternatives)
(x) Other terms or special conditions: [...]
23. Commodity Linked Interest Note Provisions: [Applicable/Not Applicable]
[If not applicable, delete the remaining sub-paragraphs of this paragraph]
(i) Relevant Commodity or Commodities: [Single Commodity/Basket of Commodities][Give
details]/[See Schedule]
(ii) Description of formula to be used to determine the Rate of Interest:
[Give details]/[See Schedule]
(iii) Provisions for determining the Rate of Interest where calculation by reference to the Commodities and/or formula is
[Applicable/Not Applicable] [If applicable, need to include
a description of market disruption or settlement disruption events and adjustment provisions]
impossible or impracticable:
(iv) Specified Period(s)/Specified Interest
Payment Date(s): [...]
(v) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/[Specify
other]]
(vi) Additional Financial Centre(s): [...]
(vii) Minimum Rate of Interest: [[...] per cent. per annum]/[Not Applicable] (viii) Maximum Rate of Interest: [[...] per cent. per annum]/[Not Applicable]
(ix) Day Count Fraction: [Actual/Actual
Actual/365 Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 Eurobond Basis 360/360 Bond Basis 30E/360 (ISDA) Actual/Actual (ICMA) Actual/Actual (ISDA)
(See General Definitions in Terms and Conditions for alternatives)
(x) Other terms or special conditions: [...]
24. Equity Linked Interest Note Provisions: [Applicable/Not Applicable]
[If not applicable, delete the remaining sub-paragraphs of
this paragraph]
(i) Underlying Equity or Equities: [Single Underlying Equity/Basket of Underlying Equities] [Give details for each class of Underlying Equity: (a) Underlying Equity:
(b) Equity Issuer(s):
(c) The ISIN/Common Code of Underlying Equities:]/ [See Schedule]
(ii) Description of formula to be used to determine the Rate of Interest:
[Give details]/[See Schedule]
(iii) Provisions for determining the Rate of Interest where calculation by reference to the Underlying Equities and/or formula is
[Applicable/Not Applicable] [If applicable, need to include
a description of market disruption or settlement disruption events and adjustment provisions]
impossible impracticable
(iv) Specified Period(s)/Specified Interest
Payment Date(s): [...]
(v) Observation Period(s): [...]
(vi) Observation Date(s): [...]
(vii) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/[Specify other]] (viii) Additional Financial Centre(s): [...]
(ix) Minimum Rate of Interest: [[...] per cent. per annum/[Not Applicable]] (x) Maximum Rate of Interest: [[...] per cent. per annum/[Not Applicable]] (xi) Day Count Fraction: [Actual/Actual
Actual/365 Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 Eurobond Basis 360/360 Bond Basis 30E/360 (ISDA) Actual/Actual (ICMA) Actual/Actual (ISDA)
(See General Definitions in Terms and Conditions for
alternatives)
(xii) Valuation Date(s): [...] (where Averaging Dates are to be used, ensure all
relevant details are included)
(xiii) Valuation Time: [Condition 10(d) applies/(Specify if other)] (xiv) Disrupted Day: [Applicable/Not Applicable]
(xv) Exchange(s): [...]
(xvi) Related Exchange(s): [All Exchanges]/[...]
(xvii) Exchange Rate: [Applicable/Not Applicable] [If applicable, insert details] (xviii) Other terms or special conditions: [...]
25. Credit Linked Interest Note: [Applicable/Not Applicable]
Provisions: [If not applicable, delete the remaining sub-paragraphs of
(i) Reference Entity or Entities: [Single Reference Entity/Basket of Reference Entities] [Give details]/[See Schedule]
(ii) Description of formula to be used to
determine the Rate of Interest: [...] (iii) Provisions for determining the Rate of
Interest where calculation by reference to Reference Entity or Reference Entities and/or formula is impossible or impracticable
[Applicable/Not Applicable] [If applicable, need to include
a description of market disruption or settlement disruption events and adjustment provisions]
(iv) Specified Period(s)/Specified Interest
Payment Date(s): [...]
(v) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/[Specify other]] (vi) Additional Financial Centre(s): [...]
(vii) Minimum Rate of Interest: [[...] per cent. per annum/[Not Applicable]] (viii) Maximum Rate of Interest: [[...] per cent. per annum/[Not Applicable]] (ix) Day Count Fraction: [Actual/Actual
Actual/365 Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 Eurobond Basis 360/360 Bond Basis 30E/360 (ISDA) Actual/Actual (ICMA) Actual/Actual (ISDA)
(See General Definitions in Terms and Conditions for
alternatives)
(x) Accrual of Interest upon Credit Event [Applicable/Not Applicable] (xi) Others terms or special conditions: [...]
26. Fund Linked Interest Note Provisions: [Applicable/Not Applicable]
[If not applicable, delete the remaining sub-paragraphs of
this paragraph]
(i) Reference Fund or Funds: [Single Reference Fund/Basket of Reference Funds] [Give
details]/[See Schedule]
[[...] (ISIN: [...])]/[see Schedule] (ii) Description of formula to be used to [Give details]/[See Schedule]
determine the Rate of Interest: (iii) Provisions for determining the Rate of
Interest where calculation by reference to the Reference Fund(s) and/or formula is impossible or impracticable:
[Applicable/Not Applicable] [If applicable, need to include a description of market disruption or settlement disruption events and adjustments provisions]
(iv) Specified Period(s)/Specified Interest Payment Date(s):
[...]
(v) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/[Specify other]] (vi) Additional Financial Centre(s): [...]
(vii) Day Count Fraction: [Actual/Actual Actual/365 Actual/365 (Fixed) Actual/365 (Sterling) Actual/360 30/360 30E/360 Eurobond Basis 360/360 Bond Basis 30E/360 (ISDA) Actual/Actual (ICMA) Actual/Actual (ISDA)
(See General Definitions in Terms and Conditions for
alternatives)
(viii) Valuation Date(s): [...] (where Average Dates are to be used, ensure all
relevant details are included)
(ix) Valuation Time: [...]
(x) Fund Disrupted Day: [Applicable/Not Applicable]
(xi) Fund Administrator: [Applicable/Not Applicable] (if applicable, specify) (xii) Fund Adviser: [Applicable/Not Applicable] (if applicable, specify) (xiii) Fund Manager: [Applicable/Not Applicable] (if applicable, specify) (xiv) Fund Service Provider: [...]
(xv) Others terms or special conditions: [...]