20 October 2014 F. van Lanschot Bankiers N.V. (incorporated in the Netherlands with its statutory seat in 's-hertogenbosch)

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1 20 October 2014 F. van Lanschot Bankiers N.V. (incorporated in the Netherlands with its statutory seat in 's-hertogenbosch) Issue of USD 10,000,000 4 Year Premium Knock-Out Notes due October 2018 under the EUR 2,000,000,000 Structured Note Programme for the issuance of Index or Equity Linked Notes The Level 2 Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State ) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with the Level 2 Base Prospectus dated 5 August 2014 and the supplement dated 3 September 2014 (together referred to as the Level 2 Base Prospectus ), which constitutes a base prospectus for the purposes of the Prospectus Directive. Terms defined in the Level 2 Base Prospectus have the same meaning in these Final Terms. Any reference to the Conditions herein is to the Terms and Conditions set forth in pages 42 up to and including 72 of the Level 2 Base Prospectus. The Level 2 Base Prospectus is available for viewing at the registered office of the Issuer at Hooge Steenweg 27-31, 5211 JN 's-hertogenbosch, the Netherlands and copies may be obtained from the specified offices of the Paying Agent. These Final Terms do not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation; and no action is being taken to permit an offering of the Notes or the distribution of these Final Terms in any jurisdiction where such action is required.

2 The terms of the Notes are as follows: PART A - CONTRACTUAL TERMS 1. Issuer: F. van Lanschot Bankiers N.V. (i) Series Number: 40 (ii) Tranche Number: 1 2. Specified Currency or Currencies: USD 3. Aggregate Nominal Amount: (i) Series: USD 10,000,000 (ii) Tranche: USD 10,000, (i) Issue Price: 100 per cent. of the Aggregate Nominal Amount. (ii) Net Proceeds: 5. (i) Specified Denominations: USD 200,000 and integral multiples of USD 1,000 in excess thereof up to and including USD 399,000. No Notes in definitive form will be issued with a denomination above USD 399,000. (ii) Calculation Amount: USD 1, (i) Issue Date: 20 October 2014 (ii) Interest Commencement Date: 7. Maturity Date or Redemption Month: 22 October Interest Basis: Non-interest bearing 9. Redemption/Payment Basis: Notes will be redeemed in accordance with the particulars specified below. 10. (i) Status of the Notes: Senior (ii) Date of resolutions/authorisations/ approval for issuance of Notes obtained: 6 October Listing: 12. Method of distribution: Non-syndicated 13. Name and contact details of Calculation Agent, if not the Issuer: Kempen & Co N.V. Beethovenstraat WZ Amsterdam The Netherlands 14. Website for determinations and calculations: 1

3 PROVISIONS RELATING TO INTEREST (lf ANY) PAYABLE 15. Fixed Rate Note Provisions: 16. PROVISIONS RELATING TO CONDITIONAL COUPON Conditional Coupon: 17. PROVISIONS RELATING TO AUTOMATIC EARLY REDEMPTION Automatic Early Redemption: 18. PROVISIONS RELATING TO REVERSE EXCHANGEABLE Reverse Exchangeable: 19. PROVISIONS RELATING TO PARTICIPATION Participation: 20. PROVISIONS RELATING TO PREMIUM KNOCK-OUT (i) (ii) Premium Knock-Out: Premium Amount: Applicable USD 545 per Calculation Amount (iii) Premium Knock-Out Barrier: (iv) Maximum Redemption Amount: 60 per cent of the Initial Reference Level USD 1,545 per Calculation Amount (v) Reference Level: Worst Performer of Basket (vi) Reference Asset: (vii) Single Index/Share Unit: (viii) Share Issuer: (ix) Fund: Index (x) Basket Components: i Index (i) Bloomberg ticker 1 EURO STOXX 50 SX5E <INDEX> Index 2 S & P 500 Index SPX <INDEX> 3 FTSE 100 Index UKX <INDEX> - Weighting: 2

4 (xi) Initial Reference level(s): Index (i) Initial Reference level 1 EURO STOXX 50 3, Index 2 S & P 500 Index 1, FTSE 100 Index 6, (xii) Initial Valuation Date: 6 October 2014 (xiii) Final Valuation Date: (xiv) Asian-Out: 8 October 2018 (xv) Asian-Out Observation Dates: (xvi) Premium Knock-Out Observation Date(s): (xvii) Premium Knock-Out Observation Period(s): - Specified Period(s): - Date(s) (xviii) Common Scheduled Trading Days: (xix) End of Day: Applicable The period from 6 October 2014 up to (and including) 8 October Applicable (xx) Intra-Day: (xxi) Intra-Day observation times: (xxii) Index Sponsor(s): Index (i) 1 EURO STOXX 50 Index Index Sponsor Stoxx Limited, Selnaustr Zürich Switzerland 2 S & P 500 Index Standard & Poor s Financial Services LLC, 55 Water St. New York, NY USA. 3 FTSE 100 Index FTSE International Limited, 12th Floor, 10 Upper Bank Street Canary Wharf London E14 5NP (xxiii) Index Correction Period: (xxiv) Exchange: Applicable 3

5 21. PROVISIONS RELATING TO BOOSTER KNOCK-OUT Booster Knock-Out: 22. PROVISIONS RELATING TO BOOSTER Booster: 23. PROVISIONS RELATING TO CLICK-IN Click-In: GENERAL PROVISIONS RELATING TO REDEMPTION 24. Final Redemption Amount: As per above applicable Final Terms 25. Early Redemption Amount: Applicable (i) (ii) Early Redemption Amount(s) payable on redemption pursuant to Level 1 Condition 7 (other than Level 1 Condition 7 (b)), including for, illegality or on event of default (if different from that set out in Level 1 Condition 7(g): Redemption for taxation reasons permitted on days other than Interest Payment Dates: Paid up nominal amount of the Note on the date of redemption adjusted for Early Redemption Unwind Costs No (iii) Early Redemption Amount(s) payable on redemption pursuant to Level 1 Condition 7 (other than Level 1 Condition 7(b) for a tax event): (iv) Unmatured Coupons to become void upon early redemption (Definitive Notes and Global Notes in bearer form only): The method as set out in Condition 7(g) 26. Obligatory Redemption: (Level 1 Condition 7f)): 27. Adjustment for Early Redemption Unwind Costs: Applicable Standard Early Redemption Unwind Costs PROVISIONS RELATING TO ADJUSTMENTS, DISRUPTED DAYS AND DATE EXTENSIONS 28. Disruption Event - Change of Law: Applicable - Hedging Disruption: Applicable - Insolvency Filing: 4

6 - Fund Disruption: - Share Reference Index Disruption Event: 29. Disrupted Days - Common Disrupted Days: - Alternative Reference Cut-Off Date: Eighth Scheduled Trading Day 30. Date Extensions - Interest Payment Date Extension: - Maturity Date Extension: Applicable - Number of Extension Business Days: Six Business Days GENERAL PROVISIONS APPLICABLE TO THE NOTES 31. Form of Notes: Bearer Notes Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event and in case of a Global Note deposited with Euroclear Netherlands only in the limited circumstances as described in the Wge. 32. New Global Note Form: 33. Additional Financial Centre(s): TARGET 2 System and New York 34. Coupons or Receipts to be attached to Definitive Notes (and dates on which such Coupons or Receipts mature): 35. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): No No 36. Redenomination: 37. Whether Condition 8(a) of the Notes applies (in which case Condition 7(b) of the Notes will not apply) or whether Condition 8(b) of the Notes applies: Condition 8(b) and Condition 7(b) apply DISTRIBUTION 38. (i) If syndicated, names of Dealers and underwriting commitments: (ii) If non-syndicated, name of relevant Dealer: Kempen & Co N.V. Beethovenstraat WZ Amsterdam The Netherlands 5

7 (iii) Stabilising Manager (if any): (iv) Date of Subscription Agreement: (v) Total commission and concession: 39. U.S. Selling Restrictions: Regulation S Compliance Category 2 TEFRA D 40. Public Offer: 41. General Consent: 42. Other conditions to consent: 6

8 LISTING AND ADMISSION TO TRADING PART B - OTHER INFORMATION INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. OPERATIONAL INFORMATION 1. Relevant clearing and settlement system(s): Euroclear Netherlands 2. Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): 3. Delivery: Delivery against payment 4. Structured Note Programme number: KEM Additional Paying Agent(s) (if any): 6. Offer Period/application process: 7. Reduction of subscriptions: 8. Intended to be held in a manner which would allow Eurosystem eligibility: No 9. Indication of yield: 10. Notices to be published in an English language daily newspaper of general circulation in London: No 11. ISIN: NL Common code: Other relevant code: 12. Ratings: The Notes to be issued have not been rated. 13. Identification of the sources of third party information, if applicable: 14. Reasons for the offer, estimated net proceeds and total expenses: (i) Reasons for the offer: See Use of proceeds in the Level 2 Base Prospectus (ii) Estimated net proceeds: 7

9 (iii) Estimated total expenses: 15. The Issuer does not intend to provide post-issuance information 16. Performance of underlying(s), explanation of effect on value of investment and associated risks and other information concerning the underlying(s): 17. TERMS AND CONDITIONS OF THE OFFER Conditions to which the offer is subject: Total amount of the offer; if the amount is not fixed, description of the arrangements and time for announcing the definitive amount to the public: Description of the application process, including offer period, including any possible amendments, during which the offer will be open: Description of possibility to reduce subscriptions: Description of manner for refunding excess amount paid by applicants: Details of the minimum and/or maximum amount of application: Details of the method and time limits for paying up and delivering the Notes: Manner in and date on which results of the offer are to be made public: Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: Amount of any expenses and taxes specifically charged to the subscriber or purchaser: 8

10 PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue of the Notes described herein pursuant to the EUR 2,000,000,000 Structured Note Programme for the issuance of Index or Equity Linked Notes of F. van Lanschot Bankiers N.V. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in these Final Terms is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer accepts responsibility accordingly. These Final Terms or any other information supplied in connection with the Programme should not be considered as a recommendation by the Issuer, the Arranger or any of the Dealers that any recipient of these Final Terms or any other information supplied in connection with the Programme should purchase any Notes. Accordingly, no representation, warranty or undertaking, expressly or implied, is made and no responsibility is accepted by the Arranger or the Dealers or any of their respective affiliates in their capacity as such, as to the accuracy or completeness of the information contained in these Final Terms or any other information provided by the Issuer or Van Lanschot N.V., the sole shareholder of the Issuer. Signed on behalf of the Issuer: By: Duly authorised officer(s) 9