NIBC Bank N.V. announces final results of the tender offer for its outstanding EUR 200,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities (ISIN: XS1691468026)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN THE TENDER OFFER MEMORANDUM (AS DEFINED BELOW)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

On 25 June 2024, NIBC Bank N.V. (the "Issuer") launched its invitation to holders of its outstanding EUR 200,000,000 Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Callable Capital Securities (ISIN: XS1691468026) (the "Capital Securities") to tender any and all such Capital Securities for purchase by the Issuer for cash (such invitation, the "Offer"). The Offer was made subject to applicable law and regulation, on the terms and subject to the conditions and the offer and distribution restrictions described in the tender offer memorandum dated 25 June 2024 (the "Tender Offer Memorandum").

Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum. In the event of discrepancies between this announcement and the provisions in the Tender Offer Memorandum, the Tender Offer Memorandum will prevail.

The Issuer confirms that the New Financing Condition is satisfied and hereby announces that it will accept all validly tendered Capital Securities pursuant to the Offer for purchase in cash as set out in the table below.

The Expiration Deadline for the Offer was 16:00 hours (London time) / 17:00 hours (CEST) on 3 July 2024.

The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum.

Capital Securities purchased by the Issuer pursuant to the Offer will be cancelled by the Issuer and will not be re-issued or re-sold. Capital Securities which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offer will remain outstanding.

Payment of the Purchase Consideration and the Accrued Interest Payment in respect of the Capital Securities accepted for purchase by the Issuer pursuant to the Offer will occur on the Tender Offer Settlement Date which is expected to be 5 July 2024.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

ABN AMRO Bank N.V. (Telephone: +31 20 383 6928; Email: liabilitymanagement@nl.abnamro.com; Attention: DCM Liability Management), Morgan Stanley Europe SE (Telephone: +44 207 677 5040; liabilitymanagementeurope@morganstanley.com; Attention: Head of Transaction Management Team, Global Capital Markets) and UBS Europe SE (Telephone: +44 20 7568 1121; Email: ol-liabilitymanagement-eu@ubs.com; Attention: Liability Management Group) are acting as Dealer Managers. Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Email: is acting as Tender Agent.

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("MAR").

FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY HANS STARRENBURG, HEAD OF TREASURY OF NIBC BANK N.V.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.

This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, regulatory, tax or legal adviser.

None of the Issuer, the Dealer Managers or the Tender Agent or any of their respective directors, employees, officers, agents or affiliates expresses any opinion about the merits of the Offer or makes any recommendation as to whether or not any Holder should offer to sell its Capital Securities and no one has been authorised by the Issuer, the Dealer Managers or the Tender Agent to make any such recommendation.