Stichting AK Rabobank Certificaten

On 10 March 2025, Stichting AK Rabobank Certificaten and Rabobank announced their intention to simplify the legal structure of the Rabobank Certificates by terminating the administration of the Rabobank Certificates by Stichting AK Rabobank Certificaten (the “Termination of the Administration”). Upon Termination of the Administration, the Rabobank Certificates will be exchanged on a one-for-one basis for the participations, in respect of which such Rabobank Certificates were issued. As a result, holders of Rabobank Certificates will directly hold the participations, and the Rabobank Certificates will be cancelled.

The Termination of the Administration must be approved by the meeting of holders of Rabobank Certificates. Holders of Rabobank Certificatesare invited to approve the Termination of the Administration in the (annual) meeting of holders of Rabobank Certificates. The Termination of the Administration is envisaged to be implemented on 26 June 2025.

For further information on the proposed Termination of Administration and the meeting of holders of Rabobank Certificates please refer to the documents below as well to the information contained under the heading ‘Convocation meeting of holders of Rabobank Certificates on 22 May 2025’ at the bottom of this page.

On Thursday 22 May 2025 at 15:30 CEST, the annual meeting of holders of Rabobank Certificates will take place in the administrative center of Coöperatieve Rabobank U.A. (“Rabobank”) at Croeselaan 18 in Utrecht, the Netherlands.

Stichting AK Rabobank Certificaten (“Stichting AK Rabobank”) invites holders of Rabobank Certificates to attend and vote at this meeting. Only investors who are a holder of Rabobank Certificates on 12 May 2025 end of day CEST (the “Record Date”) and who have complied with the instructions set out herein (and any instructions given by the respective intermediaries), are entitled to attend and vote at this meeting.

Please note that this meeting will be held in Dutch. During this meeting, attendees will be updated on amongst others Rabobank’s FY2024 figures. This information can also be found in the Investor Presentation – FY2024. In case of questions, please reach out to the Investor Relations team of Rabobank via IR@rabobank.com.

1. Opening remarks

2. Announcements and minutes of the meeting held on 25 June 2024

3. Report on Rabobank Certificates and the activities of Stichting AK Rabobank in 2024

4. Elaboration on Rabobank’s management (including the payment policy) as well as Rabobank’s FY2024 figures (including any relevant recent developments)

5. Approval of the Termination of the Administration (voting item)

On 10 March 2025, Stichting AK Rabobank and Rabobank announced their intention to simplify the legal structure of the Rabobank Certificates by terminating the administration of the Rabobank Certificates by Stichting AK Rabobank (the “Termination of the Administration”). The Termination of the Administration requires the approval of the meeting of holders of Rabobank Certificates. In this meeting, it is proposed to approve the Termination of the Administration, as further explained and described in the Explanatory Memorandum which is available at www.rabobank.com/stak-certificates and which includes a summary in Dutch. This agenda item will only be put to a vote if at least two-thirds of the nominal amount of the issued Rabobank Certificates is present or represented at the meeting. If not at least two-thirds of the nominal amount of the issued Rabobank Certificates is present or represented at the meeting, a second meeting will be held on 13 June 2025. In this second meeting, the resolution to approve the Termination of the Administration can be adopted irrespective of the nominal amount of outstanding Rabobank Certificates present or represented.

6. Any other business and closing

Holders of Rabobank Certificates who wish to attend and vote at the meeting must register with Kroll Issuer Services Limited (the “Tabulation Agent”) through such holders' respective intermediaries. The intermediary is the bank, broker or other financial institution through which Rabobank Certificates are held.

Holders of Rabobank Certificates may either attend and vote at the meeting in person or grant a proxy.

Holders of Rabobank Certificates should contact their intermediary to register to attend and vote in person in accordance with the procedure of such intermediary. Registration can take place up until 16 May 2025, 10:00 (a.m.) CEST. Holders of Rabobank Certificates are advised to take into account the deadline for registration as may be set by their intermediary, which will likely be earlier. In case of questions, holders of Rabobank Certificates should contact their intermediary.

Holders of Rabobank Certificates who have timely and correctly registered for the meeting will receive a registration certificate through email that serves as an admission ticket for the meeting. With this registration certificate, these holders of Rabobank Certificates can register themselves at the registration desk. In addition to presenting the registration certificate, these holders of Rabobank Certificates must be able to identify themselves at the registration desk with a valid ID (passport, Dutch driving licence or EU identity card).

Holders of Rabobank Certificates may grant a proxy to the Tabulation Agent or to another person to vote at the meeting on such holder's behalf.

Proxy to the Tabulation Agent
Any holder of Rabobank Certificates that is:
(i) located outside of the United States; and
(ii) not a U.S. person (as defined in Regulation S of the United States Securities Act of 1933, as amended),
(such holder being an “Eligible Person” or “Eligible Proxy Voter”), can grant a proxy with voting instructions to the Tabulation Agent through his or her intermediary.

An Eligible Person can grant the proxy with voting instructions to the Tabulation Agent up until 20 May 2025, 10:00 (a.m.) CEST. Eligible Persons are advised to take into account the deadline for granting a proxy as may be set by their intermediary, which will likely be earlier. In case of questions, Eligible Persons should contact their intermediary or the relevant clearing system through which they hold their Rabobank Certificates.

Proxy to another person than the Tabulation Agent
Any holder of Rabobank Certificates, including holders that do not qualify as Eligible Person, can grant a proxy to another person than the Tabulation Agent.

Such proxy can be granted up until 16 May 2025, 10:00 (a.m.) CEST. Holders of Rabobank Certificates are advised to take into account the deadline for granting a proxy as may be set by their intermediary, which will likely be earlier. In case of questions, these holders of Rabobank Certificates should contact their intermediary.

Proxy holders who have been timely and correctly registered will receive a registration certificate through email that serves as an admission ticket for the meeting. With this registration certificate, proxy holders can register themselves at the registration desk. In addition to presenting the registration certificate, proxy holders must be able to identify themselves at the registration desk with a valid ID (passport, Dutch driving licence or EU identity card).

Please click on the link below for a Dutch translation of this webpage and related documents. Klik op de link hieronder voor een Nederlandse vertaling van deze webpagina en gerelateerde documenten.