Common use of Change of Control Offer to Purchase Clause in Contracts

Change of Control Offer to Purchase. If Xxxxxxx Company experiences a Change of Control Repurchase Event, it will be required, unless it has exercised the right to redeem the notes, to offer to repurchase the notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest to the repurchase date Denominations: €100,000 and integral multiples of €1,000 in excess thereof ISIN/ CUSIP: XS2343510520 / 487836 BY3 Joint Book-Running Managers: Coöperatieve Rabobank U.A. ING Bank N.V. Xxxxxx Xxxxxxx & Co. International plc Co-Managers: Banco Bilbao Vizcaya Argentaria, S.A. Deutsche Bank AG, London Branch U.S. Bancorp Investments, Inc. Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Company, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC MiFID II Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs / UK PRIIPs KID – Manufacturer target market (MIFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs / UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. Stabilization: FCA/ICMA * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. It is expected that delivery of the Senior Notes will be made against payment therefore on or about May 20, 2021, which is the 7th business day following the date hereof. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. In addition, under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day, as applicable, before the delivery of the Senior Notes will be required, by virtue of the fact that the Senior Notes initially settle on the 7th business day after the date of the Preliminary Prospectus Supplement, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Senior Notes who wish to trade the Senior Notes prior to their date of delivery should consult their own advisors. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Coöperatieve Rabobank U.A. at + 31307121591 or by email: xxxxxxx.xxx.xxxxxx@xxxxxxxx.xxx; ING Bank N.V. at Tel: +00000000000, or by e-mail: xx.xxxxxxxxxxxxx@xxx.xx; or Xxxxxx Xxxxxxx & Co. International plc toll free at 1-866-718-1649. Any underwriter that is not a broker-dealer registered with the Securities and Exchange Commission will only make sales of the Senior Notes in the United States through one or more registered broker-dealers in compliance with applicable securities laws and the rules of the Financial Industry Regulatory Authority, Inc. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor in the United Kingdom. For these purposes, a UK Retail Investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (ii) a customer within the meaning of the provisions of the United Kingdom Financial Services and Markets Xxx 0000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to UK Retail Investors in the United Kingdom has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any UK Retail Investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Senior Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another communication system. Annex A

Change of Control Offer to Purchase. If Xxxxxxx Company experiences a Change change of Control Repurchase Eventcontrol triggering event occurs, it General Xxxxx will be required, unless it has exercised the right required to redeem the notes, to make an offer to repurchase purchase the notes at a purchase price equal to 101% of their the principal amountamount of the notes, plus accrued and unpaid interest interest, if any, to the repurchase date Denominations: €100,000 and integral multiples of €1,000 in excess thereof ISIN/ CUSIP: XS2343510520 / 487836 BY3 repurchase. Joint Book-Running Managers: Coöperatieve Rabobank U.A. ING BNP Paribas Securities Corp. (Joint Sustainability Coordinator) Citigroup Global Markets Inc. Deutsche Bank N.V. Securities Inc. X.X. Xxxxxx Securities LLC (Joint Sustainability Coordinator) Senior Co-Managers: Xxxxxx Xxxxxxx & Co. International plc Co-Managers: Banco Bilbao Vizcaya Argentaria, S.A. Deutsche Bank AG, London Branch LLC U.S. Bancorp Investments, Inc. Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Company, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co.Fargo Securities, LLC MiFID II Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs / UK PRIIPs KID – Manufacturer target market (MIFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs / UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. Stabilization: FCA/ICMA * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. It is expected that delivery of the Senior Notes will be made against payment therefore on or about May 20, 2021, which is the 7th business day following the date hereof. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. In addition, under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day, as applicable, before the delivery of the Senior Notes will be required, by virtue of the fact that the Senior Notes initially settle on the 7th business day after the date of the Preliminary Prospectus Supplement, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Senior Notes who wish to trade the Senior Notes prior to their date of delivery should consult their own advisors. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site SEC’s website at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Coöperatieve Rabobank U.A. BNP Paribas Securities Corp. toll-free at + 31307121591 or by email: xxxxxxx.xxx.xxxxxx@xxxxxxxx.xxx; ING Bank N.V. at Tel: +000000000000-000-000-0000, or by eCitigroup Global Markets Inc. toll-mail: xx.xxxxxxxxxxxxx@xxx.xx; or Xxxxxx Xxxxxxx & Co. International plc toll free at 1-866800-718831-16499146, Deutsche Bank Securities Inc. toll-free at 1-800-503-4611 or X.X. Xxxxxx Securities LLC collect at 0-000-000-0000. Any underwriter that is not a brokerUnder Rule 15c6-dealer registered with 1 of the Securities and Exchange Commission will only make sales under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes prior to the second business day before the delivery of the Senior Notes in the United States through one or more registered broker-dealers in compliance with applicable securities laws and the rules of the Financial Industry Regulatory Authoritynotes will be required, Inc. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor in the United Kingdom. For these purposes, a UK Retail Investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amendedfact that the notes initially will settle in T+6, to specify an alternative settlement cycle at the “EUWA”); or (ii) time of any such trade to prevent a customer within the meaning failed settlement. Purchasers of the provisions notes who wish to trade the notes prior to the second business day before the delivery of the United Kingdom Financial Services and Markets Xxx 0000 (as amendednotes should consult their own advisors. This pricing term sheet supplements the preliminary form of Prospectus Supplement issued by General Xxxxx, the “FSMA”) and any rules or regulations made under the FSMA Inc. on October 5, 2021 relating to implement Directive (EU) 2016/97 (as amended)its Prospectus dated September 27, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to UK Retail Investors in the United Kingdom has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any UK Retail Investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Senior Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another communication system. Annex A2021.

Change of Control Offer to Purchase. If Xxxxxxx Company experiences a Change change of Control Repurchase Event, it will be requiredcontrol triggering event occurs, unless it General Xxxxx has exercised the its right to redeem the notes, it will be required to make an offer to repurchase purchase the notes at a purchase price equal to 101% of their the principal amountamount of the notes, plus accrued and unpaid interest interest, if any, to the repurchase date of repurchase. Pricing: November 17, 2011 Settlement: T+6; November 28, 2011 Denominations: €100,000 $2,000 and integral multiples of €$1,000 in excess thereof ISIN/ CUSIP/ISIN: XS2343510520 370334 BM5 / 487836 BY3 US370334BM56 Joint Book-Running Managers: Coöperatieve Rabobank U.A. ING Bank N.V. Xxxxxxx, Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. International plc Co-Managers: Banco Bilbao Vizcaya Argentaria, S.A. Deutsche Bank AG, London Branch U.S. Bancorp Investments, Inc. Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Company, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC MiFID II Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs / UK PRIIPs KID – Manufacturer target market (MIFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs / UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. Stabilization: FCA/ICMA * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. It is expected that delivery of the Senior Notes will be made against payment therefore on or about May 20, 2021, which is the 7th business day following the date hereof. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. In addition, under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day, as applicable, before the delivery of the Senior Notes will be required, by virtue of the fact that the Senior Notes initially settle on the 7th business day after the date of the Preliminary Prospectus Supplement, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Senior Notes who wish to trade the Senior Notes prior to their date of delivery should consult their own advisors. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web SEC’s Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Coöperatieve Rabobank U.A. at + 31307121591 or by email: xxxxxxx.xxx.xxxxxx@xxxxxxxx.xxx; ING Bank N.V. at Tel: +00000000000Xxxxxxx, or by e-mail: xx.xxxxxxxxxxxxx@xxx.xx; or Xxxxxx Xxxxxxx Xxxxx & Co. International plc toll toll-free at 1-866-718471-16492526, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll free at 1-800-294-1322 or Xxxxxx Xxxxxxx & Co. LLC toll free at 0-000-000-0000. Any underwriter that is not a broker-dealer registered with This pricing term sheet supplements the Securities and Exchange Commission will only make sales preliminary form of the Senior Notes in the United States through one or more registered broker-dealers in compliance with applicable securities laws and the rules of the Financial Industry Regulatory AuthorityProspectus Supplement issued by General Xxxxx, Inc. The Senior Notes are not intended on November 17, 2011 relating to be offeredits Prospectus dated December 4, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor in the United Kingdom. For these purposes, a UK Retail Investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (ii) a customer within the meaning of the provisions of the United Kingdom Financial Services and Markets Xxx 0000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to UK Retail Investors in the United Kingdom has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any UK Retail Investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Senior Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another communication system. Annex A2008.

Change of Control Offer to Purchase. If Xxxxxxx Company experiences a Change of Control Repurchase Event, it will be requiredTriggering Event (as defined in the prospectus supplement) occurs, unless it Discovery Communications LLC has exercised the its right to redeem the notesSenior Notes, to Discovery Communications LLC must offer to repurchase the notes Senior Notes at a purchase redemption price equal to 101% of their the principal amount, plus accrued and unpaid interest to the repurchase date of repurchase. Trade Date: February 25, 2015 Settlement Date: March 2, 2015 (T+3) Denominations: €100,000 and integral multiples of €$2,000 x $1,000 in excess thereof ISIN/ CUSIPCUSIP / ISIN: XS2343510520 00000XXX0 / 487836 BY3 US25470DAK54 Ratings*: [Intentionally Omitted] Joint BookBookrunners: X.X. Xxxxxx Securities LLC Citigroup Global Markets Inc. RBS Securities Inc. BNP Paribas Securities Corp. Xxxxxxx, Sachs & Co. Xxxxx Fargo Securities, LLC Co-Running Managers: Coöperatieve Rabobank U.A. ING Bank N.V. Xxxxxx Xxxxxxx & Co. International plc Co-Managers: Banco Bilbao Vizcaya ArgentariaLLC RBC Capital Markets, S.A. Deutsche Bank AG, London Branch U.S. Bancorp InvestmentsLLC Scotia Capital (USA) Inc. SunTrust Xxxxxxxx Xxxxxxxx, Inc. Loop Capital Markets LLC Xxxxxx X. Xxxxxxx & Company, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC MiFID II Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs / UK PRIIPs KID – Manufacturer target market (MIFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs / UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. Stabilization: FCA/ICMA * *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. It is expected that delivery of the Senior Notes will be made against payment therefore on or about May 20, 2021, which is the 7th business day following the date hereof. Under the E.U. Central Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. In addition, under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day, as applicable, before the delivery of the Senior Notes will be required, by virtue of the fact that the Senior Notes initially settle on the 7th business day after the date of the Preliminary Prospectus Supplement, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Senior Notes who wish to trade the Senior Notes prior to their date of delivery should consult their own advisors. The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Coöperatieve Rabobank U.A. contacting X.X. Xxxxxx Securities LLC by telephone collect at + 31307121591 0-000-000-0000, Citigroup Global Markets Inc. by phone at 0-000-000-0000 or RBS Securities Inc. by email: xxxxxxx.xxx.xxxxxx@xxxxxxxx.xxx; ING Bank N.V. fax at Tel: +00000000000, or by e0-mail: xx.xxxxxxxxxxxxx@xxx.xx; or Xxxxxx Xxxxxxx & Co. International plc toll free at 1000-866000-718-1649. Any underwriter that is not a broker-dealer registered with the Securities and Exchange Commission will only make sales of the Senior Notes in the United States through one or more registered broker-dealers in compliance with applicable securities laws and the rules of the Financial Industry Regulatory Authority, Inc. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor in the United Kingdom. For these purposes, a UK Retail Investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (ii) a customer within the meaning of the provisions of the United Kingdom Financial Services and Markets Xxx 0000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to UK Retail Investors in the United Kingdom has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any UK Retail Investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Senior Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another communication system. Annex A0000.

Change of Control Offer to Purchase. If Xxxxxxx Company experiences a Change of Control Repurchase EventTriggering Event occurs, unless the Issuer has exercised its right of redemption, it will be required, unless it has exercised the right to redeem the notes, required to offer to repurchase purchase the notes at a purchase price equal to 101% of their the principal amount, amount thereof plus accrued and unpaid interest interest, if any, to the repurchase date Denominationspurchase date. Day Count Convention: €100,000 and integral multiples of €1,000 in excess thereof ISIN/ CUSIP30/360 CUSIP / ISIN: XS2343510520 2030 Notes: 000000XX0 / 487836 BY3 US134429BJ73 2050 Notes: 000000XX0 / US134429BK47 Joint Book-Running Managers: Coöperatieve Rabobank U.A. ING Bank N.V. Barclays Capital Inc. BofA Securities, Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Xxxxxxx & Co. International plc Securities LLC BNP Paribas Securities Corp. Credit Suisse Securities (USA) LLC Co-Managers: Banco Bilbao Vizcaya Argentaria, S.A. Deutsche Bank AG, London Branch U.S. Bancorp Investments, BMO Capital Markets Corp. MUFG Securities Americas Inc. Loop PNC Capital Markets LLC Xxxxxx X. Xxxxxxx & CompanySMBC Nikko Securities America, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co.Fargo Securities, LLC MiFID II Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs / UK PRIIPs KID – Manufacturer target market (MIFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs / UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. Stabilization: FCA/ICMA * Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension revision or withdrawal at any time. ** It is expected that delivery of the Senior Notes notes will be made against payment therefore thereof on or about May 20April 24, 20212020, which is will be the 7th fourth business day following the date hereofof the pricing of the notes (such settlement being referred to as “T+4”). Under Rule 15c6-1 of the E.U. Central Securities Depositaries RegulationExchange Act of 1934, as amended, trades in the secondary market are generally are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. In addition, under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the Senior Notes prior to date of pricing or on the second next succeeding business day, as applicable, before the delivery of the Senior Notes day will be required, by virtue of the fact that the Senior Notes notes will initially settle on the 7th business day after the date of the Preliminary Prospectus Supplementin T+4, to specify an alternative alternate settlement cycle arrangement at the time of any such trade to prevent a failed settlement. Purchasers of No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as the Senior Notes who wish notes are not available to trade retail investors in the Senior Notes prior to their date of delivery should consult their own advisorsEEA. The issuer Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus and the accompanying prospectus in that registration statement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get obtain these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Coöperatieve Rabobank U.A. Barclays Capital Inc. toll-free at + 31307121591 or by email: xxxxxxx.xxx.xxxxxx@xxxxxxxx.xxx; ING Bank N.V. at Tel: +000000000000-000-000-0000, or by eBofA Securities Inc. toll-mail: xx.xxxxxxxxxxxxx@xxx.xx; or Xxxxxx Xxxxxxx & Co. International plc toll free at 1-866800-718294-16491322, Citigroup Global Markets Inc. toll-free at 1-800-831-9146 or X.X. Xxxxxx Securities LLC collect at 0-000-000-0000. Any underwriter that is not a broker-dealer registered with the Securities and Exchange Commission will only make sales ANY DISCLAIMER OR OTHER NOTICE THAT MAY APPEAR BELOW IS NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMER OR NOTICE WAS AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT BY BLOOMBERG OR ANOTHER EMAIL SYSTEM. Schedule 5 None Schedule 5 - 1 Annex B Form of Opinion of Internal Counsel of the Senior Notes in the United States through one or more registered broker-dealers in compliance with applicable securities laws and the rules of the Financial Industry Regulatory Authority, Inc. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor in the United Kingdom. For these purposes, a UK Retail Investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (ii) a customer within the meaning of the provisions of the United Kingdom Financial Services and Markets Xxx 0000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to UK Retail Investors in the United Kingdom has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any UK Retail Investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Senior Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another communication system. Annex ACompany

Change of Control Offer to Purchase. If Xxxxxxx Company experiences a Change of Control Repurchase EventTriggering Event occurs, unless the Issuer has exercised its right of redemption, it will be required, unless it has exercised the right to redeem the notes, required to offer to repurchase purchase the notes at a purchase price equal to 101% of their the principal amount, amount thereof plus accrued and unpaid interest interest, if any, to the repurchase date Denominationspurchase date. Day Count Convention: €100,000 and integral multiples of €1,000 in excess thereof ISIN/ CUSIP30/360 CUSIP / ISIN: XS2343510520 2026 Notes: 134429 BL2 / 487836 BY3 US134429BL20 2027 Notes: 134429 BM0 / US134429BM03 2029 Notes: 134429 BN8 / US134429BN85 2034 Notes: 134429 BP3 / US134429BP34 Joint Book-Running Managers: Coöperatieve Rabobank U.A. ING Bank N.V. Barclays Capital Inc. BNP Paribas Securities Corp. BofA Securities, Inc. Citigroup Global Markets Inc. X.X. Xxxxxx Xxxxxxx & Co. International plc Securities LLC Co-Managers: Banco Bilbao Vizcaya ArgentariaRabo Securities USA, S.A. Deutsche Bank AGInc. SMBC Nikko Securities America, London Branch Inc. PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Loop Xxxxx Fargo Securities, LLC M&T Securities, Inc. BMO Capital Markets LLC Xxxxxx Corp. Academy Securities, Inc. X. Xxxxxxx & Company, Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC MiFID II Target Market: MiFID II / UK MiFIR professionals/ECPs-only/No PRIIPs / UK PRIIPs KID – Manufacturer target market (MIFID II product governance / UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs / UK PRIIPs key information document (KID) has been prepared as not available to retail investors in the EEA or the United Kingdom. Stabilization: FCA/ICMA * *Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to suspension revision or withdrawal at any time. It is expected that delivery of No PRIIPs KID - No PRIIPs key information document (KID) has been prepared as the Senior Notes will be made against payment therefore on or about May 20, 2021, which is the 7th business day following the date hereof. Under the E.U. Central Securities Depositaries Regulation, trades notes are not available to retail investors in the secondary market generally are required to settle in two London business days, unless EEA and the parties to any such trade expressly agree otherwise. In addition, under Rule 15c6-1 under the U.S. Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Senior Notes prior to the second business day, as applicable, before the delivery of the Senior Notes will be required, by virtue of the fact that the Senior Notes initially settle on the 7th business day after the date of the Preliminary Prospectus Supplement, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Senior Notes who wish to trade the Senior Notes prior to their date of delivery should consult their own advisorsUK. The issuer Issuer has filed a registration statement (including a prospectus) and a preliminary prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the preliminary prospectus and the accompanying prospectus in that registration statement and other documents the issuer Issuer has filed with the SEC for more complete information about the issuer Issuer and this offering. You may get obtain these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuerIssuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Coöperatieve Rabobank U.A. Barclays Capital Inc. toll-free at + 31307121591 or by email: xxxxxxx.xxx.xxxxxx@xxxxxxxx.xxx; ING Bank N.V. 0-000-000-0000, BNP Paribas Securities Corp. toll-free at Tel: +000000000000-000-000-0000, or by eBofA Securities Inc. toll-mail: xx.xxxxxxxxxxxxx@xxx.xx; or Xxxxxx Xxxxxxx & Co. International plc toll free at 0-000-000-0000, Citigroup Global Markets Inc. toll-free at 1-866800-718831-1649. Any underwriter that is not a broker9146 or X.X. Xxxxxx Securities LLC collect at 0-dealer registered with the Securities and Exchange Commission will only make sales of the Senior Notes in the United States through one or more registered broker000-dealers in compliance with applicable securities laws and the rules of the Financial Industry Regulatory Authority, Inc. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The Senior Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any UK Retail Investor in the United Kingdom. For these purposes, a UK Retail Investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the “EUWA”); or (ii) a customer within the meaning of the provisions of the United Kingdom Financial Services and Markets Xxx 0000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of United Kingdom domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Senior Notes or otherwise making them available to UK Retail Investors in the United Kingdom has been prepared and therefore offering or selling the Senior Notes or otherwise making them available to any UK Retail Investor in the United Kingdom may be unlawful under the UK PRIIPs Regulation. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Senior Notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Senior Notes has led to the conclusion that: (i) the target market for the Senior Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”); and (ii) all channels for distribution of the Senior Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers’ target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Senior Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels. Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via Bloomberg or another communication system. Annex A000-0000.