Rabobank announces EUR 1 billion tender offer on Rabobank Certificates

The Tender Offer Memorandum and other tender offer documents are available from the Tender Agent and available at www.rabobank.com/certificates as set out below. The purpose of the Tender Offer is to allow Rabobank to actively manage its capital position while maintaining a strong balance sheet.

Rabobank offers eligible Holders a purchase price for each Certificate validly tendered and accepted for purchase pursuant to the Tender Offer (following any scaling) equal to the sum of:

1. a cash purchase price (expressed as a percentage) equal to 113 per cent. of the nominal amount of each Certificate (i.e., EUR 28.25 per EUR 25 nominal amount) (the "Clean Purchase Price"); and
2. an amount equal to the pro rata part of the potential future distribution expected to be made on the next Distribution Date (as defined in the Distribution Policy), payable by purchasers of Certificates to the respective sellers of such Certificates on the Settlement Date in respect of trades on Euronext Amsterdam as per customary practice on Euronext Amsterdam (the "Amount Attributable to the Potential Future Distribution"),

which together constitute the "Purchase Price".

Based on the settlement expected to take place on 24 November 2026 and subject to any extension of the Tender Offer period and related deferral of the Settlement Date, the Amount Attributable to the Potential Future Distribution per Certificate validly tendered and accepted for purchase pursuant to the Tender Offer is expected to be0.9931 per cent. of the nominal amount of the Certificates (i.e., EUR 0.24826 per EUR 25 nominal amount).

The Amount Attributable to the Potential Future Distribution payable as part of the Purchase Price reflects the trading mode of the Certificates on Euronext Amsterdam (i.e., a 'clean' quoted price and separate payments related to the potential future distribution), does not constitute a distribution on any Certificate, does not guarantee any future distributions and is without prejudice to the full discretion of the Managing Board of Rabobank to elect not to make distributions on Certificates at any time.

The Tender Offer commences today and will expire at 17.00 hours CET on 20 November 2026 (the "Expiration Deadline"), unless extended, withdrawn, re-opened or terminated in the sole and absolute discretion of Rabobank, as provided in the Tender Offer Memorandum. The results of the Tender Offer will be announced as soon as practicable following the Expiration Deadline. Settlement is expected to take place on 24 November 2026.

Holders eligible for participating in the Tender Offer include Retail Holders (as defined in the Tender Offer Memorandum) in the Netherlands and Switzerland. Retail Holders located or resident in jurisdictions other than the Netherlands and Switzerland cannot participate in the Tender Offer.

Retail Holders should contact the Intermediary through which they hold their Certificates about any questions they may have in relation to the Tender Offer and such Intermediary may in turn contact the Retail Information Agent; Retail Holders who hold Certificates through Rabobank can contact Rabobank Service Centrum Beleggen (+31 (0)88 727 11 55) between 08:30 – 18:00 hours CET on days on which Euronext Amsterdam is open for trading.

Before making a decision with respect to the Tender Offer, Holders should carefully consider all the information in the Tender Offer Memorandum. More information on the Tender Offer, including information for Retail Holders in the Netherlands and Switzerland on the procedures for participating in the Tender Offer, can also be found in the technical tender offer launch announcement. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. In the event of discrepancies between this announcement and the provisions in the Tender Offer Memorandum, the Tender Offer Memorandum will prevail. The Tender Offer Memorandum, technical tender offer launch announcement and other information, including FAQs, on the Tender Offer is available at www.rabobank.com/certificates.

Disclaimer

This press release must be read in conjunction with the Tender Offer Memorandum and any subsequent press releases relating to the Tender Offer. No offer or invitation to acquire or sell any Certificates is being made pursuant to this announcement. None of Rabobank, the Dealer Managers, the Tender Agent and the Retail Information Agent makes any recommendation as to whether Holders should tender their Certificates pursuant to the Tender Offer. The Dealer Managers do not take any responsibility for the contents of this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Retail Holders located or resident in jurisdictions other than the Netherlands and Switzerland cannot participate in the Tender Offer. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of Rabobank, the Dealer Managers, the Tender Agent and the Retail Information Agent to inform themselves about, and to observe, any such restrictions.

Elements of this press release are considered by Rabobank as inside information relating directly or indirectly to the Certificates within the meaning of article 7 of the Market Abuse Regulation (EU Regulation 596/2014) that is made public in accordance with article 17 Market Abuse Regulation. For the purposes of the Market Abuse Regulation and article 2 of Commission Implementing Regulation (EU) 2016/1055, this press release is made by Jorgen de Vries, Global Head of Treasury Long Term Funding & Capital.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN THE TENDER OFFER MEMORANDUM) OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.