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Coöperatieve Rabobank U.A. - Tender Offer 2024 (XS) - Launch

Rabobank announces EUR 1 billion cash tender offer on Rabobank Certificates - XS1002121454

16 APRIL 2024

Full announcement including disclaimers and offer restrictions available via Rabobank

... Today, Coöperatieve Rabobank U.A. (“Rabobank”) announces an invitation to eligible holders of the outstanding EUR 7,825,136,525 Rabobank Certificates (ISIN: XS1002121454) issued by Stichting AK Rabobank Certificaten (the “Certificates” and holders of such Certificates, the "Holders") to tender such Certificates to Rabobank for purchase for cash (the "Tender Offer"), on the terms and subject to the conditions described in the tender offer memorandum dated 16 April 2024 (the “Tender Offer Memorandum”). The Tender Offer is subject to the offer and distribution restrictions as set out below and as more fully described in the Tender Offer Memorandum.




From Q & A:

"2. What is the rationale for the Tender Offer– is this regulatory led?

• The purpose of the Tender Offer is to allow Rabobank to actively manage its capital efficiency while maintaining a strong balance sheet. • As at the date of the launch of the Tender Offer, the outstanding nominal amount in Certificates is approximately EUR 7.8 billion, making up approximately 18.8% of Rabobank's Common Equity Tier 1 ("CET1") capital at the end of calendar year 2023. Rabobank's CET1 ratio is currently well above the minimum requirements.

• The purchase of the Certificates will reduce Rabobank's total distributions on capital and improve its return on equity, while the CET1 ratio remains comfortably above Rabobank's long- term ambition, which is a level of at least 14%. 2/10 | Coöperatieve Rabobank UA gevestigd te Amsterdam

• Given Rabobank's CET1 position, the current market conditions and the opportunity for the Tender Offer to actively manage Rabobank's capital efficiency, the Tender Offer is the preferred option to meet Rabobank's long-term stated objectives. • The Tender Offer is a proactive initiative from Rabobank and not regulatory led.

• Please refer to Section 3, Question 1 for Rabobank’s latest capital position and targets."



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