Knab has announced two Consent Solicitations

Consent Solicitation Announcement

On 12 September 2025 Knab N.V. (“Knab” and previously acting under the name Aegon Bank N.V.) has given notices that it will organise two separate Noteholder Meetings in relation to the two Covered Bond programmes that it operates:

its EUR 7.5 billion soft bullet covered bond programme (SB CB Programme); and
its EUR 5 billion conditional pass-through covered bond programme (CPT CB Programme).

Soft Bullet Covered Bond Programme

The first Noteholder Meeting (see section “SB Meeting” below) is in relation to the 9 covered bonds outstanding under its SB Programme (“SB Covered Bonds”) and will be held to solicit consent to include a new clause in the trust deed of the SB CB Programme permitting a merger between Knab as disappearing entity and BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft ("BAWAG”) or any of its affiliates as acquiring entity.

As a result of this merger, Knab will be converted into a passported branch of BAWAG in the Netherlands (the “Merger”) without requiring further consent from the Covered Bondholders, subject to certain conditions, for approval by a Programme Resolution.

Conditional Pass-Through Covered Bond Programme

The second Noteholder Meeting (see section “CPT Meeting” below) is solely in relation to the EUR 500,000,000 0.750 per cent. fixed rate covered bonds (“CPT Covered Bonds”) due June 2027 (XS1637329639) outstanding under its CPT CB Programme for the purpose of soliciting consent for the transfer of this bond to its SB CB Programme for approval by an Extraordinary Resolution.

There is no inter-conditionality between both Consent Solicitations. However, it should be noted that if the Extraordinary Resolution in relation to the CPT Covered Bonds is passed and if the Programme Resolution in relation to the SB Covered Bonds is also passed, the newly added clauses in the trust deed of the SB CB Programme will also apply to the CPT Covered Bonds. For the avoidance of doubt, the CPT Covered Bonds due November 2025 (XS2257857834) are not in scope of the Consent Solicitation in relation to the CPT CB Programme.

Rationale

Knab N.V. set up its SB CB Programme in May 2021 in addition to its existing CPT CB Programme. At such time, Knab N.V. was a wholly-owned subsidiary of Aegon Nederland N.V. and the ultimate parent company of Knab N.V. was Aegon N.V. In October 2022, Aegon N.V. and a.s.r. reached an agreement to combine the Aegon Nederland business, including Knab, with a.s.r.'s business. Subsequently, on 1 February 2024, it was announced that a.s.r. and BAWAG reached an agreement on the takeover of Knab by BAWAG. On 1 November 2024, this takeover was finalised, after the receipt of the necessary regulatory approvals by the European Central Bank and DNB. Knab and BAWAG are considering the Merger. To allow for the Merger without requiring further consent from the SB covered bondholders, subject to certain conditions being met, new clauses 23.6 and 23.7 are proposed which will be included in the trust deed of the SB CB Programme and the definition of 'Regulated Status' will be amended.

Additionally, Knab wishes to reduce the operational burden and the operating costs of simultaneously maintaining two separate covered bond programmes.

Both Consent Solicitations follow a similar time path, with both meetings to be held on 7 October 2025. In the event the necessary quorum for the programme resolution ("SB Meeting") is not obtained or the eligibility condition is not met, the SB Meeting will be adjourned. Such adjourned meeting will be held on 21 October 2025. In the event the necessary quorum for the Extraordinary Resolution ("CPT Meeting") is not obtained or the eligibility condition is not met, the CPT Meeting will be adjourned and will also be held on 21 October 2025.

General documentation

Investor Presentation (dated 12 September 2025)

S&P rating bulletin (dated 12 September 2025)

1. SB Meeting

Proposed Amendments

Knab and BAWAG are considering the Merger as described above. The purpose of the Consent Solicitation on the SB CB Programme is to obtain consent from the holders of the SB Covered Bonds to (a) include a new clause in the trust deed of the SB CB Programme which permits the Merger without requiring further consent from the holders of the SB Covered Bonds, subject to certain conditions being met and (b) amend the definition of Regulated Status. Knab has prepared a Consent Solicitation Memorandum (“SB CSM”) which contains the full terms and conditions of this consent solicitation and which is available to covered bond holders on the website of Kroll Issuers Services (https://deals.is.kroll.com/knab). For the proposed new clauses, see section 1 (Consent Solicitation) under 'Proposed Amendments' of the SB CSM.

Relevant SB Covered Bonds

Details	ISIN	Series
EUR 500,000,000 0.375 per cent. fixed rate covered bonds due June 2036	XS2351073098	Series 1
EUR 500,000,000 3.375 per cent. fixed rate covered bonds due June 2030	XS2642546399	Series 2
EUR 500,000,000 3.485 per cent. fixed rate covered bonds due November 2028	XS2714460719	Series 3*
EUR 500,000,000 3.505 per cent. fixed rate covered bonds due November 2029	XS2714464117	Series 4*
EUR 500,000,000 3.186 per cent. fixed rate covered bonds due May 2032	XS2831056101	Series 5*
EUR 250,000,000 zero coupon covered bonds due June 2034	XS2843020525	Series 6*
EUR 500,000,000 2.471 per cent. fixed rate covered bonds due February 2027	XS3002396680	Series 7*
EUR 500,000,000 2.471 per cent. fixed rate covered bonds due February 2027	XS3002404021	Series 8*
EUR 500,000,000 2.471 per cent. fixed rate covered bonds due February 2027	XS3002404294	Series 9*

*Note 1: The conditions contain limitations on the exercise of voting rights by Knab and members of its group, which apply in respect of Series 3, Series 4, Series 5, Series 7, Series 8 and Series 9, which are retained by Knab and Series 6, which is held by BAWAG.

Documentation

Notice to the holders of the SB Covered Bonds;

the BAWAG DIP Base Prospectus

2. CPT Meeting

Proposed Amendments

The purpose of the Consent Solicitation on the CPT CB Programme is to obtain consent to replace the guarantor of the CPT CB Programme with the guarantor of the SB CB Programme and alignment of the final terms and the conditions of the CPT Covered Bonds with those of the SB CB Programme Furthermore, the CPT Covered Bonds will become ‘soft bullet’ covered bonds. Knab has prepared a Consent Solicitation Memorandum (“CPT CSM”) which contains the full terms and conditions of this consent solicitation and which is available to covered bond holders on the website of Kroll Issuers Services (https://deals.is.kroll.com/knab).

It is worth mentioning that both Consent Solicitations are not conditional upon one another. However, it should be noted that upon transfer to the SB CB Programme, and assuming a successful outcome of the Programme Resolution of the SB CB Programme, the newly added Merger clause will also apply to the targeted CPT CB. For more information on the Merger and the consequences thereof on the CPT Covered Bonds, we refer to the SB CSM.

Relevant CPT Covered Bonds

Details	ISIN	Series
EUR 500,000,000 0.750 per cent. Covered Bonds due June 2027	XS1637329639	Series 3

Documentation

Notice to the holders of the CPT Covered Bonds