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Van Lanschot Kempen N.V. - Consent Solicitation - Launch

Updated: Oct 5, 2023

To the eligible holders of its outstanding EUR 500,000,000 0.875 per cent. Covered Bonds due February 2027 (the "Covered Bonds") - ISIN: XS1565570212

11 SEPTEMBER 2023


Full announcement including disclaimers and offer restrictions available via Euronext or Van Lanshot Kempen



"The Issuer has today given a Notice of Meeting in respect of the Covered Bonds for the purpose of soliciting a consent to the transfer of the Covered Bonds from the EUR 5,000,000,000 conditional pass-through covered bond programme of the Issuer (the "Conditional Pass-Through Covered Bond Programme") to the EUR 5,000,000,000 soft bullet covered bond programme of the Issuer (the "Soft Bullet Covered Bond Programme") by replacing the CBC as Guarantor with Van Lanschot Kempen SB Covered Bond Company B.V. (the "Soft Bullet CBC") as guarantor and to modify and/or replace the Final Terms and the Conditions of the Covered Bonds (as set out in the Trust Deed and completed by the Final Terms) with the final terms and terms and conditions of the Soft Bullet Covered Bond Programme to provide that, instead of being "conditional pass-through" Covered Bonds, the Covered Bonds will instead become "soft bullet" Covered Bonds..."

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1. NOTICE OF MEETING IN RESPECT OF THE COVERED BONDS


The Notice convening the Meeting and, in the event the Meeting is required to be adjourned, the adjourned Meeting, to be held at the offices of NautaDutilh N.V., Beethovenstraat 400, 1082 PR Amsterdam, the Netherlands on 6 October 2023, or 20 October 2023 in the event of an adjourned Meeting, is given to Covered Bondholders in accordance with the Conditions on the date of the Consent Solicitation Memorandum. The form of the Notice is also set out in Schedule 1 (Form of Notice of Meeting) to the Consent Solicitation Memorandum. To view the Notice, please paste the following URL into the address bar of your browser: via https://deals.is.kroll.com/vanlanschotkempen. The Meeting and, if applicable, any adjourned Meeting, will commence at 10:00 a.m. (Central European Time). At the Meeting, or, if applicable, the adjourned Meeting, Covered Bondholders will be invited to consider and, if thought fit, vote in favour of the Programme Resolution, all as more fully described in the Notice.


2. RATIONALE


Van Lanschot Kempen N.V. as Issuer set up its EUR 5,000,000,000 Soft Bullet Covered Bond Programme in March 2022 in addition to the existing EUR 5,000,000,000 Conditional Pass-Through Covered Bond Programme. The Issuer wishes to reduce its operational burden and the operating costs of simultaneously maintaining two separate covered bond programmes, whilst only the Soft Bullet Covered Bond Programme will be used for future issuances.


3. PROPOSED AMENDMENTS


The purpose of the Consent Solicitation is to obtain consent to replace the CBC as Guarantor with the Soft Bullet CBC as guarantor and the Guarantee with a guarantee of the Soft Bullet CBC and to modify and/or replace the Final Terms and the Conditions of the Covered Bonds (as set out in the Trust Deed and completed by the Final Terms) with the global covered bonds, the final terms and terms and conditions of the Soft Bullet Covered Bond Programme to provide that, instead of being "conditional pass-through" Covered Bonds, the Covered Bonds will instead become "soft bullet" Covered Bonds, as further described in the Consent Solicitation Memorandum.


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