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 holders of Rabobank Certificates on 13 June 2025’ at the bottom of this page.

On Friday 13 June 2025 at 13:00 CEST, a meeting of holders of Rabobank Certificates will take place in the administrative center of Coöperatieve Rabobank U.A. (“Rabobank”) at Croeselaan 18, 3521 CB 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 3 June 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.

1. Opening remarks

2. 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.

On 22 May 2025, the annual meeting of holders of Rabobank Certificates took place in which it was proposed to approve the Termination of the Administration. This agenda item could only be put to a vote if at least two-thirds of the nominal amount of the issued Rabobank Certificates was present or represented at the meeting. Because less than two-thirds of the nominal amount of the issued Rabobank Certificates was present or represented at that meeting, a second meeting is convened (the “Second Meeting”).

In this Second Meeting, it is again proposed to approve the Termination of the Administration, as further explained and described in the Explanatory Memorandum, which can be found here and which includes a summary in Dutch. In this Second Meeting, the resolution to approve the Termination of the Administration requires a majority of at least two-thirds of the votes cast and can be adopted irrespective of the nominal amount of issued Rabobank Certificates present or represented.

3. 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.

Registrations and granted proxies for the annual meeting held on 22 May 2025, are valid only for that meeting. Holders of Rabobank Certificates who wish to attend this Second Meeting and cast their vote or grant a proxy must do so separately for this Second Meeting.

As the registration period expired on 7 June 2025, 10:00 (a.m.) CEST, it is no longer possible to enroll for attending the meeting in person. Holders of Rabobank Certificates can still vote on the Termination of the Administration by granting a proxy with voting instructions to the Tabulation Agent as set out below.

Holders of Rabobank Certificates who have timely and correctly registered for the meeting will receive a registration certificate from the Tabulation Agent 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 on the day of the Second Meeting. 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 11 June 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 of Rabobank Certificates that do not qualify as Eligible Persons, can grant a proxy to a person other than the Tabulation Agent. As the period for granting such proxy expired on 7 June 2025, 10:00 (a.m.) CEST, this is no longer possible. Holders of Rabobank Certificates can still vote on the Termination of the Administration by granting a proxy with voting instructions to the Tabulation Agent as set out above.

Proxy holders who have been timely and correctly registered will receive a registration certificate from the Tabulation Agent through email that serves as an admission ticket for the meeting. With this registration certificate, proxy holders can register themselves at the registration desk on the day of the Second Meeting. 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.