Rabobank Certificates

Rabobank Certificates are issued by “Stichting AK Rabobank Certificaten” and represent interest in a corresponding number of participations with a nominal value of EUR 25,00 each, issued by Rabobank Nederland. The participations are classified as Common Equity Tier 1 capital. Currently, a number of 297,961,365 Rabobank Certificates are outstanding with a nominal value of EUR 25,00 each. The Rabobank Certificates are listed on Euronext Amsterdam.

Rabobank has assessed the applicability of the EU-Regulation on key information documents for packaged retail and insurance-based investment products (PRIIPs) to its Rabobank Certificates (ISIN: XS1002121454) and concluded that the Rabobank Certificates do not constitute a PRIIP under the Regulation. Consequently, no key information document is necessary in order to advise on or sell Rabobank Certificates to EEA retail investors.

The value of your investment can fluctuate. Past performance offers no guarantee of future results.

Trading information Rabobank Certificates via Euronext Amsterdam

Meeting of holders of Rabobank Certificates

On Tuesday evening, May 14 2019 at 8:00 pm the meeting of Rabobank Certificate holders will take place in the administrative center of Rabobank Netherlands (Croeselaan 18, Utrecht).

The Stichting AK Rabobank Certificates invites holders of Rabobank Certificates to join the annual meeting of certificate holders. Persons who are holders of Rabobank Certificates on 4 May 2019 (the "Record Date") and have given prior written notice are entitled to attend this meeting.

Agenda

  1. Opening remarks by the chairman
  2. Announcements
  3. Report on Rabobank Certificates and the activities of the Administration Office in 2018
  4. Management of Rabobank in 2018
  5. Any other business and closing


Registration

Certificate holders who wish to attend the meeting must register in writing via the institution where the certificates are administered (“Rabobank” or “intermediary”) no later than Wednesday 8 May 2019.

Certificate holders that hold certificates with Rabobank can register through their local Rabobank or the Service Centrum Beleggen (tel: 0900-0705; e-mail: beleggen@rabobank.nl). Certificate holders that hold certificates with other institutions than Rabobank can register through this intermediary. By 8 May 2019 at the latest, the intermediary must provide Rabobank with a statement containing the number of Rabobank Certificates held by the respective holder on the Record Date and the number of Rabobank Certificates for which registration for the meeting is requested.

Proxy
If a holder is unable to join the meeting the holder can arrange a proxy holder otherwise authorised to attend the meeting. Certificate holders who wish to be represented at the meeting by a proxy have to submit a written proxy at the time of registration.

Confirmation
Holders will subsequently receive a confirmation of registration, including registration number. The registration number will give holders entrance to the meeting. The persons entitled to attend the meeting may be asked to identify themselves prior to the meeting on the basis of a valid passport or driving licence.

Availability of meeting documents
The meeting documents are available at www.rabobank.nl/certificaten and www.rabobank.com/ir.

Distribution

The actual payment policy of Rabobank pursuant to the Participation Rules in respect of the Participation issued by Rabobank (and via AK Foundation in respect of the Rabobank Certificates) is as follows.

Payments

Rabobank expects to make a Payment on a Participation (and via AK Foundation on a Rabobank Certificate) in respect of the Payment Period ending on that date on every Payment Due Date, of whichever of the following is higher:
(1) EUR 0.40625; and
(2) the three-monthly arithmetical average (rounded off to two decimal places) on an annual basis of the effective return on the most recent Reference Loan (or, if there is no Reference Loan, on the most recent Alternative Reference Loan) for the previous Calculation Period ending prior to the start of that Payment Period¹ plus 1.5%, calculated on the nominal value of EUR 25 divided by four.

Fixing Distribution

The intended distribution for the Rabobank Certificates for the period ending on 29 June 2019 has been fixed at € 0.40625 on 26 March 2019. In the calculation period from 26 December 2018 up and until 25 March 2019 the amount under 2) was € 0.110245 (0.26% +1.5% over € 25 divided by 4). Therefore the intended distribution per Rabobank Certificate for the period ending on 29 June 2019 is fixed at € 0.40625.

Documentation

Please see the prospectus below for detailed information regarding the Rabobank Certificates.

See Articles of Association of Rabobank

Disclaimer

The defined terms above have the following meaning, insofar not defined in the Participation Rules (refered to above):
“Alternative Reference Loan”: one or more loans which, in the opinion of the executive board of Rabobank, coincide(s) as closely as possible as regards yield, nature, remaining term and creditworthiness of the debtor(s) with a Netherlands State loan having a remaining term between 9.5 and 10.5 years;
“Calculation Period”: each period running from 26 March to 25 June, from 26 June to 25 September, from 26 September to 25 December and from 26 December to 25 March in each year;
“Payment Period”: if a Payment is made, each period running from 30 December to 29 March, from 30 March to 29 June, from 30 June to 29 September and from 30 September to 29 December in each year; and
“Reference Loan”: a Netherlands State loan with a remaining term between 9.5 and 10.5 years or, if there is no such loan, a Netherlands State loan with a remaining term between 9 and 11 years.

The payment policy is an indication only. Rabobank is in no way bound by this payment policy and has full discretion to make higher, lower or no Payment at all on the Participations. Whether or not Payments are made on the Participations (and via AK Foundation on the Rabobank Certificates), the amounts of those payments and their payment date are at the full discretion of the executive board of Rabobank (as set out in the Participation Rules).

Contact

Investor Relations

Telephone +31 (0)30 712 2401