Commentary & Deal Flow

Launched: 10NC5: £600m @ UKT+120bp - Books £1.75bn+
Book update: Books £1.3bn+
IPTs: 10NC5: UKT+140/145a

• Issuer: Rabobank
• LEI: DG3RU1DBUFHT4ZF9WN62
• Issuer Ratings: Aa3 (Stable) / A+ (Positive) / AA- (Stable) by (Moody's / S&P / Fitch)
• Expected Issue Ratings: Baa1 / BBB+ / A- (Moody's / S&P / Fitch)
• Instrument: Dated Subordinated Notes qualifying as Tier 2 Capital
• Status and Ranking: Subordinated Notes
• Nominal Amount: £600m
• Pricing Date: 23-Sep-26
• Settlement Date: 30-Sep-26 (T+5)
• Optional Redemption Date: 30-Sep-31
• Maturity Date: 30-Sep-36
• Optional/Early Redemption: The Issuer may redeem all, but not some only, of the Dated Subordinated Notes on any/the Optional Redemption Date, subject to the Conditions to Redemption and Purchase. Any such redemption of Notes shall be at their Optional Redemption Amount, together with interest accrued to the date fixed for redemption
• Optional Redemption Amount: £600m
• First Reset Date: 30-Sep-31
• Interest Rate: [x]% Fixed, Semi-Annual, up to but excluding the First Reset Date; thereafter at the Reset Rate of Interest (Reset Rate plus the relevant Margin)
• Interest Payment Date: 30 September and 30 March of each year commencing on 30-Mar-27, up to but excluding the First Reset Date
• Benchmark: UKT 0.25% 31-Jul-31
• Reset Margin: UKT + [x] bps
• Day Count Fraction: ACT / ACT, Unadjusted Following
• Business Days: London and, if on that day a payment is to be made, a day which is a TARGET Business Day also
• Denominations: £100,000 x £100,000
• Listing: Luxembourg Stock Exchange Regulated Market
• Clearing: Euroclear / Clearstream Luxembourg
• Use of Proceeds: An amount equal to the net proceeds is used to finance and/or refinance, in part or in whole, a portfolio of Eligible Green Assets, defined in accordance with the Rabobank Sustainable Funding Framework 2025
• Governing Law: Dutch
• Type of Note: Bearer, New Global Note
• ISIN / Common Code: XS3520787519 / 352078751
• Joint-Lead Managers: Barclays (B&D), BMO Capital Markets, Natixis, Rabobank, UBS
• Set Off: Any right of set-off or netting by the Holder or Couponholder in respect of any amount owed to such Holder or Couponholder by the Issuer under or in connection with any Dated Subordinated Note or Coupon shall be excluded
• Events of Default: No Events of Default
• Redemption for Regulatory Purposes: If a Capital Event or MREL Disqualification Event has occurred and is continuing, then, subject to the Conditions to Redemption and Purchase, the Issuer may, at its option, at any time redeem all, but not some only, of the Dated Subordinated Notes at their Early Redemption Amount
• Statutory Loss Absorption and Recapitalisation: Statutory. Contractual recognition of the Dutch Statutory Loss Absorption Powers.
• Documentation: Rabobank's Global Medium Term Note ("GMTN") Program consisting of the Registration Document dated 19-May-26; and the Securities Notes dated 19-May-26 and as supplemented; and supporting documentation as incorporated by reference
• Selling Restrictions: Reg S only, TEFRA D. Any sale of the Notes should be made in compliance with all applicable selling restrictions including the Prohibition of Sales to EEA Retail Investors, Prohibition of Sales to UK Retail Investors, US, UK, Canada, Japan, Singapore, Hong Kong, Switzerland, Italy and France. The Notes are not intended to be sold and should not be sold to retail investors (as defined in the Regulation (EU) 2017/1129) in the EEA and retail clients, as defined in COBS 3.4, in the United Kingdom.
• Target Market: MiFID II and UK MiFIR professionals / ECPs only / FCA CoCo restriction
  Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or UK disclosure document or CCI product summary has been prepared as not available to retail in EEA or UK. No sales to retail investors (as defined in the Regulation (EU) 2017/1129) in the EEA and retail clients (as defined in COBS 3.4) in the UK.
• Advertisement: The Base Prospectus is available at https://www.rabobank.com/about-us/investor-relations/funding-and-capital/issuance-programs/gmtn-program and https://www.bourse.lu/programme/Programme-CoopRabo/12077
  The Final Terms relating to the securities, when published, will be available at www.luxse.com
• Timing: Books open, today's business
• Stabilisation: FCA/ICMA
• Books Subject: 12:10 UKT