Bond Rabobank 2.5% ( XS1069772082 ) in EUR

Issuer Rabobank
Market price 100 %  ⇌ 
Country  Netherlands
ISIN code  XS1069772082 ( in EUR )
Interest rate 2.5% per year ( payment 1 time a year)
Maturity 25/05/2026 - Bond has expired



Prospectus brochure of the bond Rabobank XS1069772082 in EUR 2.5%, expired


Minimal amount 100 000 EUR
Total amount 2 000 000 000 EUR
Detailed description Rabobank is a Dutch multinational banking and financial services corporation, specializing in food and agriculture, providing services to businesses and individuals globally.

The Bond issued by Rabobank ( Netherlands ) , in EUR, with the ISIN code XS1069772082, pays a coupon of 2.5% per year.
The coupons are paid 1 time per year and the Bond maturity is 25/05/2026







IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached Prospectus accessed from this page or otherwise received as a result of such access and
you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other
use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following
terms and conditions, including any modifications to them from time to time, each time you receive any
information as a result of such access.
Confirmation of Your Representation: You have been sent the attached Prospectus on the basis that you
have confirmed to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International), Merrill
Lynch International, Nomura International plc and UBS Limited (the "Joint Lead Managers") being the
sender of the attached, (i) that the electronic mail (or e-mail) address to which it has been delivered is not
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This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of transmission and consequently none of
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (the "Issuer") or the Joint
Lead Managers and any person who controls any of them or any director, officer, employee or agent of the
Issuer or any Joint Lead Manager or any person who controls either of them or any affiliate of any of the
foregoing accepts any liability or responsibility whatsoever in respect of any difference between the
Prospectus distributed to you in electronic format and the hard copy version available to you on request from
the Issuer or any Joint Lead Manager.
You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person
into whose possession the attached Prospectus may be lawfully delivered in accordance with the laws of
jurisdiction in which you are located and you may not nor are you authorised to deliver the attached
Prospectus to any other person.
Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United
States or any other jurisdiction. Any securities to be issued will not be registered under the Securities Act of
1933 (the "Securities Act") and may not be offered or sold in the United States or to or for the account or
benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered
under the Securities Act or pursuant to an exemption from such registration.
The attached Prospectus may not be forwarded or distributed to any other person and may not be reproduced
in any manner whatsoever, and in particular, may not be forwarded to any U.S. person or to any U.S. address.
Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised. Failure to
comply with this directive may result in a violation of the Securities Act or the applicable laws of other
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Under no circumstances shall the attached Prospectus constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The attached Prospectus may only be communicated to persons in the United Kingdom in
circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the
Issuer.


Prospectus dated 22 May 2014
(Rabobank Nederland)
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
EUR2,000,000,000 2.50 per cent. Subordinated Notes due 2026
Issue Price of the Notes: 99.74 per cent.
The EUR2,000,000,000 2.50 per cent. Subordinated Notes due 2026 (the "Notes") will be issued by Coöperatieve Centrale Raiffeisen-
Boerenleenbank B.A. (Rabobank Nederland) ("Rabobank Nederland", the "Issuer" or the "Bank"). The Notes will bear interest at an
interest rate of 2.50 per cent. per annum, from (and including) 26 May 2014 (the "Issue Date") to (but excluding) 26 May 2021 (the "Call
Date"), and at an interest rate per annum which shall be equal to the annualised equivalent of 1.40 per cent. above the then prevailing 5
year swap rate, from (and including) the Call Date to (but excluding) 26 May 2026. Interest will be payable in arrear on 26 May in each
year (each, an "Interest Payment Date"), commencing on 26 May 2015.
The Notes will have a final maturity date of 26 May 2026. Upon the occurrence of a Tax Law Change or a Capital Event or on the Call
Date (each as defined in "Terms and Conditions of the Notes"), the Notes may be redeemed (at the option of the Issuer) in whole but not
in part in an amount equal to their principal amount, together with any accrued and unpaid interest. The Notes will constitute direct,
unsecured and subordinated obligations of the Issuer and shall rank at all times pari passu and without any preference among themselves.
Application has been made to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten or "AFM"), in its
capacity as competent authority under the Dutch Financial Supervision Act (Wet op het financieel toezicht) and regulations thereunder
(together "Dutch securities laws"), for the approval of this Prospectus for the purposes of Directive 2003/71/EC, as amended, to the
extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the "Prospectus
Directive"). Application has also been made for the Notes to be admitted to trading on NYSE Euronext in Amsterdam, a regulated market
of Euronext Amsterdam N.V. ("Euronext Amsterdam"). References in this Prospectus to the Notes being "listed" (and all related
references) shall mean that the Notes have been admitted to trading on Euronext Amsterdam. Euronext Amsterdam is a regulated market
for the purposes of the Directive 2004/39/EC of the European Parliament and the Council on Markets in Financial Instruments.
The denominations of the Notes shall be EUR100,000 and integral multiples of EUR1,000 in excess thereof, up to and including
EUR199,000. The Notes will initially be represented by a temporary global Note without interest coupons in bearer form (the
"Temporary Global Note"), which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on the Issue Date. The Temporary Global Note will be
exchangeable for interests in a global Note (the "Global Note"), without interest coupons, on or after a day which is expected to be 7 July
2014, upon certification as to non-US beneficial ownership. Individual definitive Notes in bearer form ("Definitive Notes") will only be
available in certain limited circumstances as described herein. See "Summary of the Provisions Relating to the Notes in Global Form".
The Notes are expected upon issue to be rated A2, A and A+ by Moody's Investors Service Limited ("Moody's"), Standard & Poor's
Credit Market Services Limited ("Standard & Poor's") and Fitch Ratings Limited ("Fitch"), respectively. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.
The credit ratings included or referred to in this Prospectus have been issued by Moody's, Standard & Poor's and Fitch, each of which is
established in the European Union and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council
of 16 September 2009 on credit rating agencies.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Joint Lead Managers
BofA Merrill Lynch
Nomura
Rabobank International
UBS Investment Bank


This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Important Information - Documents Incorporated by Reference" below).
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities
Act"). Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
SELLS THE NOTES OR POSSESSES OR DISTRIBUTES THIS PROSPECTUS AND MUST
OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE
PURCHASE, OFFER OR SALE BY IT OF THE NOTES UNDER THE LAWS AND REGULATIONS
IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH
PURCHASES, OFFERS OR SALES, AND NEITHER THE ISSUER NOR THE JOINT LEAD
MANAGERS SHALL HAVE ANY RESPONSIBILITY THEREFOR.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes. The
distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers
to inform themselves about and to observe any such restrictions. For a description of further restrictions on
offers and sales of Notes and distribution of this Prospectus see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in
connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
None of Merrill Lynch International, Nomura International plc or UBS Limited have separately verified the
information contained in this Prospectus. Merrill Lynch International, Nomura International plc and UBS
Limited make no representation, express or implied, or accept any responsibility, with respect to the accuracy
or completeness of any of the information in this Prospectus. Neither this Prospectus nor any other financial
statements are or should be considered as a recommendation by the Issuer or the Joint Lead Managers that
any recipient of this Prospectus or any other financial statements should purchase the Notes. Prospective
investors should have regard to the factors described under the section headed "Risk Factors" in this
Prospectus. This Prospectus does not describe all of the risks of an investment in the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in this Prospectus
and its purchase of Notes should be based upon such investigation as it deems necessary.
Unless the context otherwise requires, references in this Prospectus to "Rabobank Group", "Rabobank" or
the "Group" are to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. and its members, subsidiaries and
affiliates.
Unless otherwise specified or the context requires, references to "EUR" and "" are to euro, which means the
lawful currency of the member states of the European Union that have adopted the single currency in
accordance with the Treaty establishing the European Community.
2


In connection with this issue of Notes, Merrill Lynch International (the "Stabilising Manager") (or persons
acting on behalf of any Stabilising Manager) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Manager)
will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it
must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the
allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager (or person(s) acting on behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.
All figures in this Prospectus have not been audited, unless stated otherwise. Such figures are internal figures
of Rabobank Nederland or Rabobank Group (as defined hereafter).
3


TABLE OF CONTENTS
RISK FACTORS .............................................................................................................................................. 5
IMPORTANT INFORMATION ................................................................................................................... 20
FORWARD-LOOKING STATEMENTS ..................................................................................................... 21
OVERVIEW ................................................................................................................................................... 22
TERMS AND CONDITIONS OF THE NOTES.......................................................................................... 25
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM.............. 37
DESCRIPTION OF BUSINESS OF RABOBANK GROUP...................................................................... 39
RABOBANK GROUP STRUCTURE .......................................................................................................... 53
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS....................................................................................................................... 57
SELECTED FINANCIAL INFORMATION............................................................................................... 85
RISK MANAGEMENT................................................................................................................................. 89
GOVERNANCE OF RABOBANK GROUP ............................................................................................... 97
REGULATION OF RABOBANK GROUP ................................................................................................110
CAPITALISATION OF RABOBANK GROUP.........................................................................................122
USE OF PROCEEDS....................................................................................................................................123
TAXATION....................................................................................................................................................124
SUBSCRIPTION AND SALE ......................................................................................................................128
GENERAL INFORMATION.......................................................................................................................133
4


RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent risks inherent in investing in the Notes, but the
inability of the Issuer to pay interest, principal or other amounts on or in connection with the Notes may
occur for other reasons and the Issuer does not represent that the statements below regarding the risks of
holding the Notes are exhaustive. Prospective investors should also read the detailed information set out
elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their own
views prior to making any investment decision.
Capitalised terms used herein shall, unless otherwise defined, have the same meanings as in the terms and
conditions of the Notes (the "Conditions").
Factors that may affect the Issuer's ability to fulfil its obligations under the Notes
Business and general economic conditions
The profitability of Rabobank Group could be adversely affected by a worsening of general economic
conditions in the Netherlands and/or globally. Banks are still facing persistent turmoil in financial markets
following the European sovereign debt crisis that arose in the first half of 2010 and has continued. In 2013,
the Dutch economy contracted more than foreseen and was characterised by low consumer spending, rising
unemployment, a stagnated housing market and a lack of business investments. These factors have resulted in
reduced borrowing and interest rates, and increases in impaired loans. Despite modest economic growth
beginning in the fourth quarter of 2013, it is expected that 2014 will be another difficult year for the Dutch
economy, as structural reform in the Dutch economy and throughout Europe has led to higher unemployment,
lower household purchasing power and low business investments. Factors such as interest rates, exchange
rates, inflation, deflation, investor sentiment, the availability and cost of credit, the liquidity of the global
financial markets and the level and volatility of equity prices can significantly affect the activity level of
customers and the profitability of Rabobank Group. Interest rates remained low in 2013 and the beginning of
2014. Persistent low interest rates have negatively affected and continue to negatively affect the net interest
income of Rabobank Group. Also, a prolonged economic downturn, or significantly higher interest rates for
customers, could adversely affect the credit quality of Rabobank Group's assets by increasing the risk that a
greater number of its customers would be unable to meet their obligations. Moreover, a market downturn and
worsening of the Dutch and global economy could reduce the value of Rabobank Group's assets and could
cause Rabobank Group to incur further mark-to-market losses in its trading portfolios or could reduce the fees
Rabobank Group earns for managing assets or the levels of assets under management. In addition, a market
downturn and increased competition for savings in the Netherlands could lead to a decline in the volume of
customer transactions that Rabobank Group executes and, therefore, a decline in customer deposits and the
income it receives from commissions and interest. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Factors affecting results of operations -- General market conditions".
Continuing volatility in the financial markets or a protracted economic downturn in the Netherlands or
Rabobank Group's other major markets could have a material adverse effect on Rabobank Group's results of
operations.
5


Credit risk
Credit risk is defined as the risk that a bank will suffer economic losses because a counterparty cannot fulfil
its financial or other contractual obligations arising from a credit contract. A "credit" is each legal relationship
on the basis of which Rabobank, in its role as financial services provider, can or will obtain a claim on a
debtor by providing a product. In addition to loans and facilities (with or without commitment), credit as a
generic term also includes, among other things, guarantees, letters of credit and derivatives. A further
economic downturn or worsening of the European sovereign debt crisis may result in an increase in credit risk
and, consequently, loan losses that are above Rabobank Group's long-term average, which could have a
material adverse effect on Rabobank Group's results of operations.
Country risk
With respect to country risk, a distinction can be made between transfer risk and collective debtor risk.
Transfer risk relates to the possibility of foreign governments placing restrictions on funds transfers from
debtors in that country to creditors abroad. Collective debtor risk relates to the situation in which a large
number of debtors in a country cannot meet their commitments for the same reason (e.g. war, political and
social unrest or natural disasters, but also government policy that does not succeed in creating macro-
economic and financial stability).
Unpredictable and unexpected events which increase transfer risk and/or collective debtor risk could have a
material adverse effect on Rabobank Group's results of operations.
Interest rate and inflation risk
Interest rate risk is the risk, outside the trading environment, of deviations in net interest income and/or the
market value of capital as a result of changes in market interest rates. Interest rate risk results mainly from
mismatches between the periods for which interest rates are fixed for loans and funds entrusted. If interest
rates increase, the rate for Rabobank Group's liabilities, such as savings, can be adjusted immediately. This
does not apply to the majority of Rabobank Group's assets, such as mortgages, which have longer interest rate
fixation periods. Sudden and substantial changes in interest rates could have a material adverse effect on
Rabobank Group's results of operations. Inflation and expected inflation can influence interest rates. An
increase in inflation may: (i) decrease the value of certain fixed income instruments which Rabobank Group
holds; (ii) result in surrenders of certain savings products with fixed rates below market rates by banking
customers of Rabobank Group; (iii) require Rabobank Group to pay higher interest rates on the securities that
it issues; and (iv) cause a general decline in financial markets.
Funding and liquidity risk
Liquidity risk is the risk that not all (re)payment commitments can be met. This could happen if clients or
other professional counterparties suddenly withdraw more funding than expected, which cannot be met by
Rabobank Group's cash resources or by selling or pledging assets or by borrowing funds from third parties.
Important factors in preventing this are preserving the trust of customers for retail funding and maintaining
access to financial markets for wholesale funding. If either of these was seriously threatened, this could have
a material adverse effect on Rabobank Group's results of operations.
Market risk
The value of Rabobank Group's trading portfolio is affected by changes in market prices, such as interest
rates, equities, currencies, certain commodities and derivatives. Any future worsening of the situation in the
financial markets could have a material adverse effect on Rabobank Group's results of operations.
6


Currency risk
Rabobank Group is an internationally active bank. As such, part of its capital is invested in foreign activities.
This gives rise to currency risk, in the form of translation risk. In addition, the trading books are exposed to
market risk, in that they can have positions that are affected by changes in the exchange rate of currencies.
Sudden and substantial changes in the exchange rates of currencies could have a material adverse effect on
Rabobank Group's results of operations.
Operational risk
As a risk type, operational risk has acquired its own distinct position in the banking world. It is defined within
Rabobank as "the risk of losses resulting from inadequate or failed internal processes, people or systems or by
external events". Rabobank Group operates within the frameworks of the Basel II Advanced Measurement
Approach as regards measuring and managing operational risk, including holding capital for this risk. Events
of recent decades in modern international banking have shown that operational risks can lead to substantial
losses. Examples of operational risk incidents are highly diverse: fraud, claims relating to inadequate
products, inadequate documentation, losses due to poor occupational health and safety conditions, errors in
transaction processing, non-compliance with the law and system failures. The occurrence of any such
incidents could have a material adverse effect on Rabobank Group's reputation and results of operations.
Legal risk
Rabobank Group is subject to a comprehensive range of legal obligations in all countries in which it operates.
As a result, Rabobank Group is exposed to many forms of legal risk, which may arise in a number of ways.
Rabobank Group faces risk where legal proceedings, whether private litigation or regulatory enforcement
action, are brought against it. The outcome of such proceedings is inherently uncertain and could result in
financial loss. Defending or responding to such proceedings can be expensive and time-consuming and there
is no guarantee that all costs incurred will be recovered even if Rabobank Group is successful. Failure to
manage these risks could have a negative impact on Rabobank Group's reputation and could have a material
adverse effect on Rabobank Group's results of operations. In addition, banking entities generally, including
the Rabobank Group, are experiencing heightened regulatory oversight and scrutiny, which may lead to
additional regulatory investigations or enforcement actions. These and other regulatory initiatives may result
in judgements, settlements, fines or penalties, or cause the Rabobank Group to restructure its operations and
activities, any of which could have a negative impact on the Rabobank Group's reputation or impose
additional operational costs, and could have a material adverse effect on the Rabobank Group's results of
operations.
Tax risk
Rabobank Group is subject to the tax laws of all countries in which it operates. Tax risk is the risk associated
with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and
the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could
lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax
procedures or other aspects of tax law. If, as a result of a particular tax risk materialising, the tax costs
associated with particular transactions are greater than anticipated, it could affect the profitability of those
transactions, which could have a material adverse effect on Rabobank Group's results of operations or lead to
regulatory enforcement action or may have a negative impact on Rabobank's reputation.
Systemic risk
Rabobank Group could be negatively affected by the weakness and/or the perceived weakness of other
financial institutions, which could result in significant systemic liquidity problems, losses or defaults by other
financial institutions and counterparties. Financial services institutions that deal with each other are
interrelated as a result of trading, investment, clearing, counterparty and other relationships. This risk is
7


sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing
agencies, clearing houses, banks, securities firms and exchanges with whom Rabobank Group interacts on a
daily basis. Concerns about the creditworthiness of sovereigns and financial institutions in Europe and the
United States remain. The large sovereign debts and/or fiscal deficits of a number of European countries and
the United States go hand in hand with concerns regarding the financial condition of financial institutions.
Any of the above-mentioned consequences of systemic risk could have an adverse effect on Rabobank
Group's ability to raise new funding and its results of operations.
Effect of governmental policy and regulation
Rabobank Group's businesses and earnings can be affected by the fiscal or other policies and other actions of
various governmental and regulatory authorities in the Netherlands, the European Union, the United States
and elsewhere. Areas where changes could have an impact include, but are not limited to: the monetary,
interest rate, crisis management, asset quality review, recovery and resolution and other policies of central
banks and regulatory authorities, changes in government or regulatory policy that may significantly influence
investor decisions in particular markets in which Rabobank Group operates, increased capital requirements
and changes relating to capital treatment, changes and rules in competition and pricing environments,
developments in the financial reporting environment, stress-testing exercises to which financial institutions
are subject, implementation of conflicting or incompatible regulatory requirements in different jurisdictions
relating to the same products or transactions, or unfavourable developments producing social instability or
legal uncertainty which, in turn, may affect demand for Rabobank Group's products and services. Regulatory
compliance risk arises from a failure or inability to comply fully with the laws, regulations or codes
applicable specifically to the financial services industry. Non-compliance could lead to fines, public
reprimands, damage to reputation, enforced suspension of operations or, in extreme cases, withdrawal of
authorisations to operate.
As of 1 October 2012, the Dutch government introduced a bank tax for all entities that are authorised to
conduct banking activities in the Netherlands. The tax is based on the amount of the total liabilities on the
balance sheet of the relevant bank as at the end of such bank's preceding financial year, with exemptions for
equity, deposits that are covered by a guarantee scheme and for certain liabilities relating to insurance
business. The levy on short-term funding liabilities is twice as high as the levy on long-term funding
liabilities. In 2013, Rabobank Group paid 197 million of the 600 million bank tax.
On 1 February 2013, the Dutch state nationalised the Dutch banking and insurance group SNS Reaal. To
finance this operation, a special, one-off resolution levy of 1 billion will be imposed on banks based in the
Netherlands. Rabobank's share of the resolution levy will be approximately 320 million and will have an
adverse effect on Rabobank's results of operations in 2014. If further financial institutions are bailed out,
additional taxes or levies could be imposed, which may have a material adverse effect on Rabobank's results
of operations.
Moreover, in 2015, a new way of financing the Dutch deposit guarantee scheme (the "Dutch Deposit
Guarantee Scheme"), a pre-funded system that protects bank depositors from losses caused by a bank's
inability to pay its debts when due, will come into force. The target level of the scheme will be 1 per cent. of
total guaranteed deposits in the Netherlands, or 4 billion. Each bank will be required to pay a base premium
of 0.0167 per cent. per quarter of its total guaranteed deposits in the Netherlands. A risk add-on may be
charged depending on the risk-weighting of the bank. The Dutch Deposit Guarantee Scheme was originally
planned to be introduced in 2012, however, the introduction of the new financing method was postponed to 1
July 2015. Furthermore the Single Resolution Mechanism (see the risk factor entitled "Bank recovery and
resolution regimes") and other new European rules on deposit guarantee schemes will both have an impact on
Rabobank in the years to come. All these factors may have material adverse effects on Rabobank Group's
results of operations.
8


In February 2013, the European Commission issued a proposal for a financial transactions tax. The financial
transactions tax would be levied on transactions involving certain financial instruments by financial
institutions with an established link to one of the 11 participating member states. These participating member
states are Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain.
The financial transactions tax would be assessed on a transaction either if one of the parties is established in
one of the 11 participating member states or if the transaction involves financial instruments issued in one of
the 11 participating member states. If the proposal is implemented, Rabobank Group may be required to pay
the financial transactions tax on certain transactions in financial instruments. The proposal requires further
approval by the European Council, and will require consultation with other European Union institutions
before it may be implemented by the participating member states. Currently the proposal is still under
discussion, given broad opposition in a number of countries as well as outstanding legal issues. The Dutch
Parliament has not adopted the proposal, but may do so in the future. The financial transactions tax, if
implemented, may have a material adverse effect on Rabobank's results of operations.
As of 1 July 2013, a personal mortgage loan may not be higher than 290,000 to be eligible for being secured
by the Dutch Homeownership Guarantee Fund (Stichting Waarborgfonds Eigen Woningen or "WEW"), an
institution that was founded by the Dutch government in 1993, through the National Mortgage Guarantee
Scheme (Nationale Hypotheek Garantie or "NHG"). As of 1 July 2014, this maximum will be reduced to
265,000.
In 2013, the tax deductibility of mortgage loan interest payments for Dutch homeowners has been restricted.
As of 1 January 2013, interest payments on new mortgage loans can only be deducted if the loan amortises
within 30 years on a linear or annuity basis. Moreover, the maximum permissible amount of a residential
mortgage has been reduced from 106 per cent. to 105 per cent. of the value of the property. This maximum
will be further reduced (by 1 percentage point each year) to 100 per cent. in 2018. In addition to these
changes, further restrictions on tax deductibility of mortgage loan interest payments entered into force as of 1
January 2014. The tax rate against which the mortgage interest payments may be deducted will be gradually
reduced as of 1 January 2014. For taxpayers previously deducting mortgage interest at the highest income tax
rate (52 per cent.), the interest deductibility will decrease annually at a rate of 0.5 percentage points, from 52
per cent. to 38 per cent. Changes in governmental policy or regulation with respect to the Dutch housing
market could have a material adverse effect on Rabobank Group's results of operations.
On 21 July 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act
(the "Dodd-Frank Act"), which provides a broad framework for significant regulatory changes that extend to
almost every area of U.S. financial regulation. Implementation of the Dodd-Frank Act requires detailed
rulemaking by different U.S. regulators, including the Department of the Treasury, the Board of Governors of
the Federal Reserve System (the "Federal Reserve"), the SEC, the Federal Deposit Insurance Corporation
(the "FDIC"), the Office of the Comptroller of the Currency (the "OCC"), the United States Commodity
Futures Trading Commission ("CFTC") and the Financial Stability Oversight Council (the "FSOC"). While
many of the implementing rules have been finalised, significant uncertainty remains about the
implementation, timing and impact of many of such rules.
The Dodd-Frank Act provides for new or enhanced regulations regarding, among other things: (i) systemic
risk oversight, (ii) bank capital and prudential standards, (iii) the resolution of failing systemically significant
financial institutions, (iv) OTC derivatives, (v) the ability of banking entities to engage in proprietary trading
activities and invest in hedge funds and private equity (the so-called "Volcker Rule") and (vi) consumer and
investor protection. Implementation of the Dodd-Frank Act and related final regulations is expected to take
several years and could result in significant costs and potential limitations on Rabobank Group's businesses
and may have material adverse effects on Rabobank Group's results of operations.
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