Contents Management report Corporate governance Consolidated financial statements Financial statements Pillar 3 on Euronext Amsterdam since 27 January 2014. Since the stock exchange listing, Rabobank Certificates are also available to non-Rabobank members. This has increased the marketability of this instrument. Rabobank Certificates represent private participation rights issued by Rabobank via the foundation Stichting Administratie Kantoor Rabobank Certificaten and belong to the Common Equity Tier 1 equity of Rabobank. The initial share price on 27 January 2014 amounted to 105.00% (EUR 26.25). On 31 December 2015, the share price amounted to 111.46% (EUR 27.87). Of the total 237,961,365 certificates, an average of 4.3 million were traded every day on Euronext Amsterdam during this period. The distribution paid per certificate in 2015 was EUR 1,625 (2014: EUR 1,625).The Executive Board is entitled not to pay the distribution. Unpaid distributions will not be paid at a later date. The amounts listed in the table below are based on the nominal value of EUR 25 per Rabobank Certificate. Capital Securities All Capital Securities are perpetual and have no expiry date. The distribution on Capital Securities per issue is as follows: Issue of EUR 1,500 million The distribution is 5.5% per year and is made payable every six months in arrears as of the issue date (22 January 2015), for the first time on 29 June 2015.The Capital Securities are perpetual and first redeemable on 29 June 2020. Capital Securities are recognised as equity, as there is no formal obligation to repay the principal or to pay the periodic dividend. These Capital Securities comply with the current rules, the so-called CRD IV and CRR requirements, concerning additional tier 1 capital. The conditions include the requirement that the securities must not pay starter interest and must absorb losses if a certain trigger is reached. In that case, the relevant amount will be debited from the principal. The debiting will occur on a pro rata basis with other additional tier 1 instruments. This instrument has two triggers: One at Rabobank Group level and the other at the level of Rabobank with the local Rabobanks (Local Rabobank Group). For Rabobank Group, the trigger is at a common equity tier 1 ratio of 7%, and for the Local Rabobank Group at 5.125% respectively; this series of Capital Securities absorbs losses from that point onwards. As of 29 July 2020, and subject to Capital Securities not being redeemed early, the distribution is set for a further five-year period, but without a step-up, based on the 5-year euro swap rate 5.25%. Issue of USD 2,000 million The distribution is 8.40% per year and is made payable every six months in arrears as of the issue date (9 November 2011), for the first time on 29 December 2011 .The Capital Securities are perpetual and first redeemable on 29 June 2017. If the Capital Securities are not redeemed early, the distribution is set for a further five-year period, but without a step-up, based on the USTreasury Benchmark Rate plus a 7.49% mark-up. Issue of USD 2,000 million The distribution is 8.375% per year and is made payable every six months in arrears as of the issue date (26 January 2011), for the first time on 26 July 2011As of 26 July 2016, and subject to Capital Securities not being redeemed early, the distribution is set for a further five-year period, but without a step-up, based on the USTreasury Benchmark Rate plus a 6.425% mark-up. Issue of EUR 500 million The distribution is 9.94% per year and is made payable annually in arrears as of the issue date (27 February 2009), for the first time on 27 February 2010. As of 27 February 2019, the distribution will be made payable every quarter based on the three-month Euribor plus an annual 7.50% mark-up. Issue of USD 2,868 million The distribution is 11.0% per year and is made payable every six months in arrears as of the issue date (4 June 2009), for the first time on 31 December 2009 (long first interest period). As of 30 June 2019, the distribution will be made payable every quarter based on the three-month USD Libor plus an annual 10.868% mark-up. Issue ofCHF 750 million The distribution is 6.875% per year and is made payable annually in arrears as of the issue date (14 July 2009), for the first time on 12 November 2009 (short first interest period). As of 12 November 2014, the distribution will be made payable every six months based on the six-month CHF Libor plus an annual 4.965% mark-up.The issue was redeemed on the earliest redemption date of 12 November 2014. Issue of GBP 250 million The distribution is 6.567% per year and is made payable every six months in arrears as of the issue date (10 June 2008), for the first time on 10 December 2008. As of 10 June 2038, the distribution will be made payable every six months based on the six-month GBP Libor plus an annual 2.825% mark-up. Rabobank Certificates in millions of euros 2015 2014 Changes during the year: Opening balance 5,931 5,823 Rabobank Certificates issued during the year 18 108 Closing balance 5,949 5,931 284 Rabobank Annual Report 2015

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Annual Reports Rabobank | 2015 | | pagina 285