Further to the announcement of 10 March 2025, Stichting AK Rabobank Certificaten (“Stichting AK Rabobank”) and Coöperatieve Rabobank U.A. (“Rabobank”) confirm that the meeting of holders of Rabobank Certificates has approved the simplification of the legal structure of the Rabobank Certificates by terminating the administration of the Rabobank Certificates undertaken by Stichting AK Rabobank (“Termination of the Administration”). Stichting AK Rabobank currently holds participations issued by Rabobank (“Participations”) and issued corresponding Rabobank Certificates to investors. Upon the Termination of the Administration, the investors will directly hold the Participations (to be renamed to: Rabobank Certificates) and the current Rabobank Certificates will be cancelled.
THIS NOTICE IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
On 13 June 2025, the meeting of holders of Rabobank Certificates approved the Termination of the Administration with 97.96% of the votes cast. Subsequently, the board of Stichting AK Rabobank resolved to implement the Termination of the Administration and to notify the holders of Rabobank Certificates thereof. The envisaged implementation date is 26 June 2025. The Termination of the Administration remains subject to approval by the Dutch Authority for the Financial Markets (AFM) of the prospectus in order to admit the Participations to listing and trading on Euronext Amsterdam.
On the implementation date of the Termination of the Administration, the Rabobank Certificates will be exchanged for the underlying Participations on a one-for-one basis. This does not require any action from investors. As a result, holders of Rabobank Certificates will directly hold the Participations and the current Rabobank Certificates will be cancelled. The Participations will be admitted to listing and trading on Euronext Amsterdam under the name 'Rabobank Certificates' with the same securities identification number (ISIN: XS1002121454) as the current Rabobank Certificates. The investment risk for investors will remain unchanged; from that perspective it makes no difference whether investors hold a Participation or a Rabobank Certificate. There will be no material changes to the payment policy currently in place for the Participations in relation to the Termination of the Administration.
FURTHER INFORMATION
Further information on Rabobank Certificates and the Termination of the Administration can be found on www.rabobank.com/certificates.
For more information, please contact:
Press Office: +31 (0) 30 216 2758 or pressoffice@rabobank.nl
Investor Relations: IR@rabobank.com
This announcement must be read in conjunction with any preceding and subsequent notices and/or convocation materials issued by Rabobank or Stichting AK Rabobank relating to the Termination of the Administration. No offer or invitation to acquire or sell any Rabobank Certificates or Participations is being made pursuant to this announcement. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by Rabobank to inform themselves about, and to observe, any such restrictions.
This announcement is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act") or exempt from registration. The Rabobank Certificates and Participations referred to in this announcement have not been and are not being registered under the U.S. Securities Act and Rabobank has not made, and will not make, a public offer of such securities in the United States.
The release, publication or distribution of this announcement in certain jurisdictions may be otherwise restricted by law or regulations. Therefore, persons in such jurisdictions into which this announcement is released, published or distributed must inform themselves about and observe such laws and restrictions.
This announcement and the information contained herein are not for publication, distribution or release directly or indirectly in, or into, the United States.
The content of this announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should", and include statements Rabobank makes concerning the intended results of the Termination of the Administration. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. Rabobank’s actual results may differ materially from those predicted by the forward-looking statements. Rabobank undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law.
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