Rabobank Certificates

Since 2000, a total number of 313,005,461 Rabobank Certificates have been issued. The nominal value per Rabobank Certificate is EUR 25, which corresponds to an outstanding nominal amount of EUR 7.8 billion.

Following the successful completion of the Tender Offer announced on 16 April 2024, Rabobank holds 36,652,880 Rabobank Certificates as from 3 May 2024, corresponding to a nominal amount of EUR 0.9 billion. Cancellation and/or future re-sales of these Rabobank Certificates may occur at the sole discretion of Rabobank at any time. Please refer to the press release announcing the Tender Offer dated 16 April 2024 and the press release announcing the results of the Tender Offer dated 1 May 2024 for more information.

The Managing Board of Rabobank has full discretion to decide on whether or not distributions will be made on the Rabobank Certificates, the amount thereof, as well as the date of the distributions. Notwithstanding, Rabobank intends to pursue a payment policy. Please find here an overview of the development of the effective return on the most recent Reference Loan (as defined in the payment policy) and distributions made on Rabobank Certificates.

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

The participations are governed by Rabobank’s articles of association and the Participation Rules. The conditions of the Rabobank Certificates are laid down in the conditions of administration relating to the certificates issued by Stichting AK Rabobank Certificaten (i.e. the Administration Office Rabobank Certificates). Please refer to the website of Stichting AK Rabobank Certificaten for further information. An overview of the risks and conditions pertaining to Rabobank Certificates can be found in the latest prospectus from 2017. This must be read in conjunction with Rabobank’s most recent financial results and other disclosures.

Rabobank Certificates are listed on and traded via Euronext Amsterdam. Trading platforms such as Euronext quote either a so-called “clean” or “dirty” price. The “clean” price is the pricing quote excluding the accrued intended distribution on Rabobank Certificates between envisaged payment dates. This accrued intended distribution is being settled separately between the buyer and seller.

A “dirty” price is the pricing quote, including the market’s expectation regarding the accrued intended distribution on Rabobank Certificates between envisaged payment dates. In that case, the price between envisaged payment dates reflects the market’s expectation regarding the accrued intended distribution up to the day of the quote. For example, if the price is quoted “dirty”, the intended accrued distribution between envisaged payment dates may have an upward effect on the price. By the same token, an actual payment of a distribution may have a downward effect, because the price will be “corrected” for any distribution made. Of course other factors also play a role in setting the price, besides the trading mode.

Currently, the trading mode for Rabobank Certificates at Euronext is “clean”. Euronext Amsterdam (as well as other trading platforms via which Rabobank Certificates are being traded) may adjust the trading mode at any time. Regardless of the trading mode as determined at any time by the trading platform, the intended distribution remains an intention and at the full discretion of Rabobank's Executive Board. The trading mode including any changes therein and/or the price itself do not guarantee any future distributions.

Solely for the purposes of Rabobank’s product approval process, the target market assessment in respect of Rabobank Certificates has led to the conclusion that: (i) the target market for Rabobank Certificates is eligible counterparties, professional clients and retail clients each as defined in Directive 2014/65/EU (as amended, "MiFID II"). All channels for distribution to eligible counterparties, professional clients and retail clients are appropriate, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending Rabobank Certificates (a "distributor") should take into consideration the manufacturer’s target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of Rabobank Certificates (by either adopting or refining the manufacturer‘s target market assessment) and determining appropriate distribution channels, subject to the distributor’s suitability and appropriateness obligations under MiFID II, as applicable.

Pursuant to MiFID II, Rabobank as manufacturer of Rabobank Certificates performs reviews of Rabobank Certificates on a regular basis to assess whether the product remains consistent with the needs, characteristics and objectives of the identified target market and whether the intended distribution strategy remains appropriate. To support these reviews, Rabobank invites all distributors to provide Rabobank with information on sales of Rabobank Certificates and, where appropriate, any other relevant information that may be the outcome of the distributor’s own periodic review. In this respect, distributors are encouraged to take into account the Guidelines on MiFID II product governance requirements by the European Securities and Markets Authority. Any such feedback can be sent to IR@rabobank.com.