Commentary & Deal Flow

Reoffer: 10NC5: UKT+120bp / 100 / 6.008%
Benchmark: 10NC5: UKT 0.25% 31-Jul-31 Corp @ 80.487 mid (4.808%) | 80.467 bid (4.813%) | HR 112%

Tranche 1 (10NC5): Final Books closed above £1.15bn. Peak book £1.75bn+

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

• Issuer: Coöperatieve Rabobank U.A. (“Rabobank”)
• LEI: DG3RU1DBUFHT4ZF9WN62
• Issuer Ratings: Aa3 (Stable) / A+ (Positive) / AA- (Stable) (Moody’s / S&P / Fitch)
• Expected Issue Ratings: Baa1/BBB+/A- (Moody’s / S&P / Fitch)
• Instrument: Green Tier 2 Reg S Notes
• Status and ranking: Subject to exceptions provided by mandatory and/or overriding applicable law (including as provided pursuant to Article 212rf of the Dutch Bankruptcy Code (Faillissementswet)), any claims for payment under the Dated Subordinated Notes in respect of the principal amount constitute unsecured obligations of the Issuer and shall, in the case of (a) the bankruptcy of the Issuer or (b) dissolution (ontbinding) of the Issuer, rank pari passu and without any preference among themselves and:
  subordinated and junior to Senior Creditors of the Issuer;
  pari passu with any other present or future indebtedness of the Issuer which constitutes Tier 2 Capital; and
  senior to any other present or future obligation of the Issuer which constitutes Tier 1 Capital.
  By virtue of such subordination, payments to Holders in respect of the principal amount of Dated Subordinated Notes will, in the case of the bankruptcy or dissolution of the Issuer, only be made after all payment obligations of Senior Creditors have been satisfied in full.
  Subject to exceptions provided by mandatory and/or overriding applicable law (including as provided pursuant to Article 212rf of the Dutch Bankruptcy Code (Faillissementswet)), any claims in respect of interest or coupons shall in the case of (a) the bankruptcy of the Issuer or (b) dissolution (ontbinding) of the Issuer rank pari passu without any preference among themselves and junior to all unsubordinated rights and claims (including with respect to the repayment of borrowed money).
• Nominal Amount: GBP 600m
• Pricing Date: 23-Sep-26
• Settlement Date: 30-Sep-26 (T+5)
• Optional Redemption: 30-Sep-31
• Maturity Date: 30-Sep-36
• Reoffer: UKT+120 | 100 | 6.008% s.a.
• Benchmark: UKT 0.25% 31-Jul-31 Corp @ 80.487 mid (4.808%) | 80.467 bid (4.813%) | HR 112%
• Coupon: 6.008% Fixed, Semi-Annual.
  From (and including) the Optional Redemption Date to (but excluding) the Maturity, interest on the Notes will be reset to a rate equal to the 1 year UK Benchmark Gilt +120bps
• Day Count Fraction: Actual / Actual, ICMA
• Business Day Convention: Following, Unadjusted basis
• Business Days: London, T2
• Coupon Payment Dates: Each March and September of each year commencing on 30-Mar-27 until 30-Sep-31, subject to a short first coupon, payable semi-annually in arrear
• Denominations: GBP 100,000 (+ GBP 100,000 increments)
• 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, BMO Capital Markets, Natixis, Rabobank, UBS
• Set Off: No right of Set-Off or netting
• Events of Default: No Events of Default
• Early Redemption Event: 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
  A “Capital Event” is deemed to have occurred if the Issuer demonstrates to the satisfaction of the Competent Authority that as a result of a change on or after the relevant Issue Date in the regulatory classification of the Dated Subordinated Notes under the Capital Regulations, the Dated Subordinated Notes have been or will be excluded from own funds or reclassified as own funds of lower quality (that is, no longer Tier 2 Capital) in whole.
  A “MREL Disqualification Event” shall be deemed to have occurred if, as a result of any amendment to, or change in, any Applicable MREL Regulations or any change in the application or official interpretation of any Applicable MREL Regulations, which the Issuer demonstrates to the satisfaction of the Competent Authority was not reasonably foreseeable at, and becomes effective on or after, the relevant Issue Date, the Notes are, or (in the opinion of the Issuer or the Competent Authority) are likely to become, excluded, in whole or in part, from the MREL Eligible Liabilities as determined in accordance with, and pursuant to, the Applicable MREL Regulations; provided that an MREL Disqualification Event shall not occur where (A) such exclusion of the Notes in whole or in part from the MREL Eligible Liabilities is due to (i) the remaining maturity of the Notes being less than any period prescribed by the Applicable MREL Regulations effective with respect to the Issuer and/or the Group, (ii) any amortisation of the Notes pursuant to article 64 of the CRR or (iii) any applicable limitation on the amount of the MREL Eligible Liabilities or (B) the Notes continue to count in full towards the MREL Requirement by virtue of being Tier 2 Capital.
  Tax Law Change: obligation for the Issuer to pay Additional Amounts
• Substitution & Variation: Applicable. By the acquisition of the Dated Subordinated Notes, each Holder acknowledges and accepts that any liability arising under the Dated Subordinated Notes may be subject to the exercise of Dutch Statutory Loss Absorption Powers by the Resolution Authority and acknowledges, accepts, consents to and agrees to be bound by (a) the effect of the exercise of any Dutch Statutory Loss Absorption Powers by the Resolution Authority and (b) the variation of the terms of the Dated Subordinated Notes, as deemed necessary by the Resolution Authority, to give effect to the exercise of any Dutch Statutory Loss Absorption Powers by the Resolution Authority.
• Alignment Event: Applicable. Occurs if as a result of any amendment to the Applicable MREL Regulations, the requisite features for Statutory Dated Subordinated Obligations are different in any respect from the terms and conditions of the Notes
• 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 supporting documentation as incorporated by reference
• Selling Restrictions: UK, EEA and US and as further set out in the Base Prospectus. Restrictions apply to offers, sales or transfers of the Notes in various jurisdictions. In all jurisdictions, offers, sales or transfers may only be affected to the extent lawful in the relevant jurisdiction, please refer to the relevant section of the Base Prospectus.
  US: Reg S, TEFRA D: Not 144A eligible. Not suitable for U.S. persons (as such term is defined under Regulation S of the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or a person within the United States (as such term is defined under Regulation S of the Securities Act. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act) and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons except to certain persons in offshore transactions in reliance on Regulation S under the Securities Act.
• Target Market: MiFID II / UK MiFIR professionals/ECPs-only – Manufacturer target market (MIFID II / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EU PRIIPs key information document (KID) or UK CCI product summary has been prepared as not available to retail in EEA or 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
• Stabilisation: FCA/ICMA
• TOE: 13:47 UKT
• FTT: 14:10 UKT