Commentary & Deal Flow

Launched: 5yr: €1bn @ MS+65bp - Books above €2.7bn ex JLM (pre-rec)

IPTs: 5yr: MS+90/95bp area

• Issuer: Coöperatieve Rabobank U.A. (Ticker: RABOBK)
• LEI: DG3RU1DBUFHT4ZF9WN62
• Issuer Ratings: Aa3 (Stable) / A+ (Positive) / AA- (Stable) by Moody's/S&P/Fitch
• Exp. Issue Ratings: A3/A-/A+ by Moody's/S&P/Fitch
• Instrument: European Green Bond ("EuGB") Non-Preferred Senior Reg S Bearer Notes
• Status of the Notes and Ranking: The Non-Preferred Senior Notes and the Coupons relating to them shall qualify as, and comprise part of the class of, Statutory Non-Preferred Senior Obligations and shall constitute unsubordinated and unsecured obligations of the Issuer and such Non-Preferred Senior Notes and Coupons shall rank pari passu and without any preference among themselves (save for certain mandatory exceptions provided by law). The claims of Holders in respect of the payment obligations of the Issuer under the Non-Preferred Senior Notes and the Coupons relating to them shall, save for such exceptions as may be provided by applicable law rank: (i) in the event of bankruptcy (faillissement) of the Issuer only, junior to any unsubordinated and unsecured obligations of the Issuer which do not qualify as Statutory Non-Preferred Senior Obligations (including, for the avoidance of doubt, any Senior Preferred MREL Notes and excluded liabilities of the Issuer pursuant to Article 72a(2) of the CRR); (ii) in the event of a Winding-Up of the Issuer, pari passu with any other Statutory Non-Preferred Senior Obligations; and (iii) in the event of a Winding-Up of the Issuer, senior to any Junior Obligations. The Notes are intended to be MREL Eligible Liabilities
• Maturity Date: 23-Oct-31 (5y)
• Settlement Date: 23-Oct-26 (T+5)
• Issue Size: €1bn
• IPTs: MS+90/95bps area
• Interest Rate: []% per annum, Fixed, accruing from and including the Settlement Date to and excluding the Maturity Date
• Interest Payment Dates: 23 October in each year, commencing on 23-Oct-27 up to and including the Maturity Date
• Early Redemption Event: The Notes may be redeemed (all but not some only), at par (plus accrued and unpaid interest) in case of: MREL Disqualification Event: the exclusion or the likely exclusion, in whole or in part, of the instruments from the Issuer's and/or the Group's MREL Eligible Liabilities 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 Relevant Regulator was not reasonably foreseeable at the Issue Date), except that MREL Disqualification Event shall not apply if such exclusion from the Issuer's and/or the Group's MREL Eligible Liabilities is due to the remaining maturity of the Notes being less than any period prescribed by Applicable MREL Regulations or any applicable limitation on the amount of the Issuer's and/or the Group's MREL Eligible Liabilities. Tax Law Change: obligation for the Issuer to pay Additional Amounts
• Substitution & Variation: Applicable. Ability to substitute or vary the terms (all but not some only) of the Notes in case of an Alignment Event or MREL Disqualification Event, without any requirement for the consent or approval of the Noteholders, so that the substituted notes are, or that the Notes remain, MREL Compliant Notes
• Alignment Event: Applicable. Occurs if as a result of any amendment to the Applicable MREL Regulations, the requisite features for Statutory Non-Preferred Senior Obligations are different in any respect from the terms and conditions of the Notes
• Denominations: €100k + €100k
• Listing: Luxembourg Stock Exchange Regulated Market
• Clearing: Euroclear / Clearstream Luxembourg
• Use of Proceeds: An amount equal to the proceeds of the European Green Bond will be used to finance and/or refinance, in part or in whole, a portfolio of eligible green assets in accordance with the Issuer's European Green Bond Factsheet prepared by the Issuer in accordance with Annex 1 of Regulation (EU) 2023/2631 of the European Parliament and of the Council of 22-Nov-23 (the "European Green Bond Regulation")
• Governing Law: Dutch Law
• Form: Bearer, New Global Note
• ISIN: XS3547622855
• Documentation: Rabobank's Global Medium Term Note ("GMTN") Program consisting of the Registration Document dated 19-May-26, as supplemented; and the Securities Note dated 19-May-26, as supplemented; 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.
• Green Structurer: Rabobank
• Joint Bookrunners: BNP Paribas, Crédit Agricole CIB, Deutsche Bank, Goldman Sachs Bank Europe SE, Rabobank (B&D) and UBS
• 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 and supplements thereto are 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 The EU Green Bond Factsheet available on the Issuer's website at https://www.rabobank.com/about-us/investor-relations/funding-and-capital/sustainable-instruments
• Fees: The Joint Lead Managers will be paid a fee in connection to the transaction. Details of the fee may be available to investors upon request from your usual contact sales.
• Timing: Books open, Today's business
• Books Subject: 11:50 UKT / 12:50 CET
• B&D: Rabobank