Bond Rabobank 3.1% ( XS2332245377 ) in EUR

Rabobank

100 % ▲

Netherlands

XS2332245377 ( in EUR )

3.1% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Rabobank XS2332245377 en EUR 3.1%, maturity Perpetual

200 000 EUR

750 000 000 EUR

29/06/2025 ( In 106 days )

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 XS2332245377, pays a coupon of 3.1% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Offering Circular dated 19 April 2021
Coöperatieve Rabobank U.A.
EUR 750,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down
Capital Securities
Issue Price of the Capital Securities: 100 per cent.
The EUR 750,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities (the "Capital Securities") will be issued by Coöperatieve Rabobank
U.A. ("Rabobank", the "Issuer" or the "Bank"). The Capital Securities will constitute direct, unsecured, unguaranteed and subordinated obligations of the Issuer and shall
rank at all times pari passu and without any preference among themselves.
Interest on the Capital Securities will accrue on their Prevailing Principal Amount (as defined in "Terms and Conditions of the Capital Securities") from (and including)
21 April 2021 (the "Issue Date") to (but excluding) 29 December 2028 (the "First Reset Date") at an initial rate of 3.10 per cent. per annum, and will, subject as provided
below, be payable semi-annually in arrear on 29 June and 29 December in each year, except that there will be a short first Interest Period beginning on (and including) the
Issue Date and ending on (but excluding) 29 June 2021. Interest on the Capital Securities shall accrue from (and including) the First Reset Date, at a rate, to be reset every five
years thereafter, based on the Reset Reference Rate (as defined in "Terms and Conditions of the Capital Securities") plus 3.234 per cent. Payments of interest on the Capital
Securities will be made without deduction for, or on account of, taxes of the Netherlands to the extent described under "Terms and Conditions of the Capital Securities 
Taxation". The Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities (in whole or in part) on any Interest Payment Date, and
payments of interest may be subject to mandatory cancellation, as more particularly described under "Terms and Conditions of the Capital Securities Cancellation of Interest".
The Prevailing Principal Amount of the Capital Securities will be written down if the CET1 Ratio of the Rabobank Group has fallen below 7 per cent. and/or the
CET1 Ratio of the Issuer has fallen below 5.125 per cent. (a "Trigger Event", as further defined in "Terms and Conditions of the Capital Securities") occurs. The
Trigger Event relates to the solvency levels on which Rabobank is supervised: non-consolidated at Issuer level and consolidated on the level of the Rabobank Group.
Rabobank Group comprises Rabobank and a number of specialised subsidiaries. Holders may lose some or all of their investment in the Capital Securities as a result
of such a write-down. Following such reduction, the Prevailing Principal Amount may, at the Issuer's discretion, be written up (but never above the Initial Principal
Amount (as defined in "Terms and Conditions of the Capital Securities")) if certain conditions are met. See "Terms and Conditions of the Capital Securities Write
Down and Write Up".
The Capital Securities will be perpetual securities, have no fixed or final redemption date and holders of the Capital Securities (the "Holders") do not have the right to call for
their redemption. Subject to satisfaction of certain conditions (as described herein) and applicable law, the Capital Securities may be redeemed (at the option of the Issuer) on
any day falling in the period commencing on (and including) 29 June 2028 and ending on (and including) the First Reset Date, or on each Interest Payment Date thereafter, in
whole but not in part in an amount equal to the Prevailing Principal Amount together with any Outstanding Payments (each as defined in "Terms and Conditions of the Capital
Securities"). In addition, upon the occurrence of a Capital Event or a Tax Law Change (each as defined in "Terms and Conditions of the Capital Securities"), the Capital
Securities may be redeemed (at the option of the Issuer) in whole but not in part in an amount equal to their Prevailing Principal Amount together with any Outstanding
Payments, as further described herein. Upon the occurrence of a Capital Event, the Issuer may substitute, or vary the terms of, the Capital Securities so that they remain or, as
appropriate, become Compliant Securities (as defined in "Terms and Conditions of the Capital Securities").
This Offering Circular does not comprise a prospectus for the purposes of Article 6.3 of Regulation (EU) 2017/1129. Application has been made to the Euronext Dublin for
the Capital Securities to be admitted to the Official List and trading on the Global Exchange Market of Euronext Dublin. This Offering Circular constitutes listing particulars
for the purpose of such application and has been approved by Euronext Dublin. References in this Offering Circular to the Capital Securities being "listed" (and all related
references) shall mean that the Capital Securities have been admitted to the Official List and trading on the Global Exchange Market.
The denominations of the Capital Securities shall be EUR 200,000. The Capital Securities will initially be represented by a temporary global capital security without interest
coupons in bearer form (the "Temporary Global Capital Security"), which will be deposited with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, SA ("Clearstream, Luxembourg") on the Issue Date. The Temporary Global Capital Security will be exchangeable for interests in a global capital
security (the "Global Capital Security"), without interest coupons, on or after a date which is expected to be 31 May 2021, upon certification as to non-U.S. beneficial
ownership. Individual definitive Capital Securities in bearer form ("Definitive Capital Securities") will only be available in certain limited circumstances as described herein.
See "Summary of the Provisions Relating to the Capital Securities while in Global Form".
The Capital Securities are expected upon issue to be rated Baa3 and BBB by Moody's France SAS ("Moody's") and Fitch Ratings Ireland 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 Offering Circular have been issued by Moody'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.
The Capital Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any U.S. State
securities laws and, unless so registered, may not be offered or sold 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, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering Circular.
Joint Lead Managers
BofA Securities
Credit Suisse
Goldman Sachs Bank Europe SE
Morgan Stanley
Rabobank
UBS Investment Bank

This Offering Circular 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 Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"). Subject to certain exceptions, Capital Securities 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 CAPITAL SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES,
OFFERS OR SELLS THE CAPITAL SECURITIES OR POSSESSES OR DISTRIBUTES THIS
OFFERING CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION
REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE CAPITAL SECURITIES
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 Offering Circular 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 Capital
Securities. The distribution of this Offering Circular and the offering of the Capital Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular 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 Capital Securities and distribution of this Offering
Circular see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Offering
Circular 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 Offering Circular
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 Offering Circular
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 Offering Circular has been most recently
amended or supplemented or that the information contained in it or any other information supplied in connection
with the Capital Securities 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 BofA Securities Europe SA, Credit Suisse Securities Sociedad de Valores S.A., Goldman Sachs Bank
Europe SE, Morgan Stanley Europe SE and UBS AG London Branch have separately verified the information
contained in this Offering Circular. BofA Securities Europe SA, Credit Suisse Securities Sociedad de Valores
S.A., Goldman Sachs Bank Europe SE, Morgan Stanley Europe SE and UBS AG London Branch make no
representation, express or implied, or accept any responsibility, with respect to the accuracy or completeness of
any of the information in this Offering Circular. Neither this Offering Circular 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 Offering Circular or any other financial statements should purchase the Capital Securities. Prospective
investors should have regard to the factors described under the section headed "Risk Factors" in this Offering
Circular. This Offering Circular does not describe all of the risks of an investment in the Capital Securities.
Each potential purchaser of Capital Securities should determine for itself the relevance of the information
contained in this Offering Circular and its purchase of Capital Securities should be based upon such
investigation as it deems necessary.
A43796864
2

Restrictions on marketing and sales to retail investors:
1.
The Capital Securities are complex financial instruments. They are not a suitable or appropriate investment
for all investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the Capital
Securities. Potential investors in the Capital Securities should inform themselves of, and comply with, any
applicable laws, regulations or regulatory guidance with respect to any resale of the Capital Securities (or
any beneficial interests therein).
2.
a.
In the United Kingdom, the Financial Conduct Authority (the "FCA") Conduct of Business
Sourcebook ("COBS") requires, in summary, that the Capital Securities should not be offered or
sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the United Kingdom.
b.
Certain of the Joint Lead Managers are, or may be, required to comply with COBS.
c.
By purchasing, or making or accepting an offer to purchase, any Capital Securities (or a beneficial
interest in such Capital Securities) from the Issuer and/or any Joint Lead Manager, each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the
Joint Lead Managers that:
i. it is not a retail client in the United Kingdom; and
ii. it will not sell or offer the Capital Securities (or any beneficial interest therein) to retail clients
in the United Kingdom or communicate (including the distribution of this Offering Circular)
or approve an invitation or inducement to participate in, acquire or underwrite the Capital
Securities (or any beneficial interests therein) where that invitation or inducement is addressed
to or disseminated in such a way that it is likely to be received by a retail client in the United
Kingdom.
d.
In selling or offering the Capital Securities or making or approving communications relating to
the Capital Securities, prospective investors may not rely on the limited exemptions set out in
COBS.
3.
The obligations in paragraph 2. above are in addition to the need to comply at all times with all other
applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic
Area ("EEA") or the United Kingdom) relating to the promotion, offering, distribution and/or sale of the
Capital Securities (or any beneficial interests therein), whether or not specifically mentioned in this
Offering Circular, including (without limitation) any requirements under the Markets in Financial
Instruments Directive 2014/65/EU (as amended) ("MiFID II") or the United Kingdom FCA Handbook as
to determining the appropriateness and/or suitability of an investment in the Capital Securities (or any
beneficial interests therein) for investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Capital Securities (or any beneficial interests therein) from the Issuer and/or the Joint
Lead Managers, the foregoing representations, warranties, agreements and undertakings will be given by and
be binding upon both the agent and its underlying client(s).
Benchmarks Regulation - Amounts payable under the Capital Securities in respect of each Reset Period are
calculated by reference to EURIBOR, which is provided by the European Money Markets Institute. As at the
date of this Offering Circular, the European Money Markets Institute appears on the register of administrators
A43796864
3

and benchmarks established and maintained by the European Securities and Markets Authority pursuant to
article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmarks Regulation").
Prohibition of Sales to EEA Retail Investors - The Capital Securities 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 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 MiFID II; or (ii) a customer within the meaning of Directive (EU)
2016/97 (the "Insurance Distribution Directive"), 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 Capital
Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Capital Securities or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to UK Retail Investors - The Capital Securities 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 United Kingdom. For these purposes, a 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 domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of
the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, 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
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 Capital Securities or otherwise making them available to retail investors in the United Kingdom
has been prepared and therefore offering or selling the Capital Securities or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II Product Governance / Professional investors and ECPs only target market Solely for the
purposes of each EU manufacturer's product approval process, the target market assessment in respect of the
Capital Securities has led to the conclusion that: (i) the target market for the Capital Securities is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution
of the Capital Securities to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Capital Securities (a "distributor") should take into
consideration the EU manufacturers' target market assessment. However, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Capital Securities (by either
adopting or refining the EU manufacturers' target market assessment) and determining appropriate distribution
channels. For the purposes of this provision, "EU manufacturer" means the Issuer and any Joint Lead Manager
that is a manufacturer under MiFID II.
UK MiFIR Product Governance / Professional investors and ECPs only target market Solely for the
purposes of each UK manufacturer's product approval process, the target market assessment in respect of the
Capital Securities has led to the conclusion that: (i) the target market for the Capital Securities is only eligible
counterparties, as defined in the COBS, and professional clients, as defined in Article 2(1)(13A) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the "UK MiFIR"); and (ii) all
channels for distribution of the Capital Securities to eligible counterparties and professional clients are
appropriate. Any distributor should take into consideration the UK 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 Capital Securities (by either adopting or refining the UK manufacturers' target market
A43796864
4

assessment) and determining appropriate distribution channels. For the purposes of this provision, "UK
manufacturer" means any Joint Lead Manager that is a manufacturer under UK MiFIR.
Unless the context otherwise requires, references in this Offering Circular to "Rabobank" are to Coöperatieve
Rabobank U.A. and references to the "Rabobank Group" or the "Group" are to Rabobank and its group
companies (within the meaning of Section 2:24b of the Dutch Civil Code (the "DCC"), which shall in any event
include its subsidiaries).
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
(Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Capital Securities are `prescribed capital markets
products' (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
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.
In connection with this issue of Capital Securities, Morgan Stanley Europe SE (the "Stabilising Manager") (or
persons acting on behalf of any Stabilising Manager) may over-allot Capital Securities or effect transactions
with a view to supporting the market price of the Capital Securities 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 Capital Securities 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
Capital Securities and 60 days after the date of the allotment of the Capital Securities. 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 Offering Circular have not been audited, unless stated otherwise. Such figures are internal
figures of Rabobank or Rabobank Group.
The language of this Offering Circular is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
A43796864
5

TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 7
IMPORTANT INFORMATION ........................................................................................................................38
FORWARD-LOOKING STATEMENTS ..........................................................................................................39
OVERVIEW ......................................................................................................................................................40
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES ...................................................................46
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL
FORM .......................................................................................................................................................75
DESCRIPTION OF BUSINESS OF RABOBANK GROUP ...........................................................................77
STRUCTURE AND GOVERNANCE OF RABOBANK GROUP ..................................................................86
SELECTED FINANCIAL INFORMATION ....................................................................................................90
RISK MANAGEMENT ....................................................................................................................................93
GOVERNANCE OF RABOBANK GROUP .................................................................................................101
REGULATION OF RABOBANK GROUP ....................................................................................................109
USE OF PROCEEDS ......................................................................................................................................121
TAXATION .....................................................................................................................................................122
SUBSCRIPTION AND SALE ........................................................................................................................125
GENERAL INFORMATION ..........................................................................................................................131
A43796864
6

Risk Factors
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Capital Securities. Most 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.
In addition, factors which are material for the purpose of assessing the market risks associated with the
Capital Securities are also described below.
The Issuer believes that the factors described below represent risks inherent in investing in the Capital
Securities, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with
any Capital Securities for other reasons and the Issuer does not represent that the statements below regarding
the risks of holding any Capital Securities are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Offering Circular (including any documents deemed to be incorporated
by reference herein) and reach their own views prior to making any investment decision.
Unless defined herein, words and expressions defined in "Terms and Conditions of the Capital
Securities" shall have the same meanings in these risk factors.
1. Risks Related to the Issuer
Section A: Risks related to the Issuer's financial position
Rabobank faces substantial funding and liquidity risk
Rabobank's primary source of funding is customer deposits (2020: 361.0 billion; 2019: 338.5 billion)
followed by wholesale funding (2020: 131.4 billion; 2019: 151.7 billion). Customer deposits are, generally
speaking, volatile in nature and therefore no clear predictions can be made as to their amounts. Given that
Rabobank's funding requirements are greater than the amount of customer deposits, Rabobank is also reliant
on wholesale funding to fund its balance sheet, which requires access to capital and money markets. Access to
wholesale funding may be negatively affected by concerns about Rabobank's credit strength or a downgrade of
any of its credit ratings. Access can also be influenced by concerns about the market segments in which
Rabobank is active or by a general market disruption. For example, the current coronavirus (or COVID-19) and
measures taken to contain its spread have resulted in significant market disruptions.
Net profit and income of Rabobank in 2020 was significantly impacted by the COVID-19 outbreak, mainly
as a result of materially increased impairment charges on financial assets in Domestic Retail Banking ("DRB"),
Wholesale & Rural and DLL International B.V. ("DLL"), the impact of the continued low interest rate
environment and a decrease in new business volume and economic activity generally. Any such factors as
described above may result in higher funding and refinancing costs in the capital and money markets, which
may also affect or effectively limit access to these markets. Although, in addition to the aforementioned funding
sources, Rabobank may have access to the European Central Bank (the "ECB") facilities, the sensitivity of
Rabobank to a liquidity risk could have a material adverse effect on the Group's business, financial condition
and results of operations. Funding risk is the risk of not being able to meet both expected and unexpected current
and future cash outflows and collateral needs without affecting either daily operations or the financial position
of Rabobank. Liquidity risk is the risk that the bank will not be able to meet all of its payment obligations on
time, as well as the risk that the bank will not be able to fund increases in assets at a reasonable price. Important
factors in preventing this are maintaining an adequate liquidity position and retaining the confidence of
institutional market participants and retail customers to maintain the deposit base and access to public money
and the capital markets for the Group. However, if these are seriously threatened, this could have a material
adverse effect on the Group's business, financial condition and results of operations.
A43796864
7

Risk Factors
Rabobank is subject to significant exposure to systemic risk
The Group could be negatively affected by the weakness 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. This risk is sometimes referred to as `systemic risk' and may adversely affect
financial institutions as well as financial intermediaries, such as clearing agencies, clearing houses, banks,
securities firms and exchanges with whom the Group interacts on a daily basis. Concerns about, or a default by,
a financial institution could lead to significant liquidity problems and losses or defaults by other financial
institutions, since the commercial and financial soundness of many financial institutions is closely related and
inter-dependent as a result of credit, trading, clearing and other relationships. Any perceived lack of
creditworthiness of a counterparty may lead to market-wide liquidity problems and losses for the Group.
Concerns about the creditworthiness of sovereigns and financial institutions in Europe and the United States
remain. The large sovereign debts 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. Banks typically hold large
amounts of (national) sovereign debt instruments for liquidity, securities' finance and collateral management
purposes. As a result, changes affecting the value of these debt instruments affect financial institutions directly.
Increased debt financing by sovereigns ultimately would lead to higher debt financing, rating adjustments and
will likely have a negative impact on banks. The Group is exposed to the financial institutions industry,
including sovereign debt securities, banks, financial intermediation providers and securitised products. Due to
the Group's exposure to the financial industry, it also has exposure to shadow banking entities (ie, entities which
carry out banking activities outside a regulated framework, such as payment platforms and crowdfunding
platforms). Recently, there has been increasing regulatory focus on shadow banking. In particular, the European
Banking Authority Guidelines (EBA/GL/2015/20) require the Group to identify and monitor its exposure to
shadow banking entities, implement and maintain an internal framework for the identification, management,
control and mitigation of the risks associated with exposure to shadow banking entities, and ensure effective
reporting and governance in respect such exposure. If the Group is unable to properly identify and monitor its
shadow banking exposure, maintain an adequate framework, or ensure effective reporting and governance, any
of the above-mentioned consequences of systemic risk could have an adverse effect on the Group's ability to
raise new funding, its business, financial condition and results of operations.
Rabobank is exposed to the risk of a credit rating downgrade of any of its credit ratings
Rabobank's access to capital and money markets is dependent on its credit ratings. The Group's credit
ratings could be negatively affected by a number of factors that can change over time, including a credit rating
agency's assessment of the Group's strategy and management's capability; its financial condition including in
respect of profitability, asset quality, capital, funding and liquidity; the legal and regulatory frameworks
applicable to the Group's legal structure and business activities; changes in rating methodologies; the
competitive environment, political and economic conditions in the Group's key markets. A downgrading, an
announcement of a potential downgrade in its credit ratings or a withdrawal of its credit rating, or a deterioration
in the market's perception of the Group's financial position could significantly affect the Group's access to
money markets, reduce the size of its deposit base and trigger additional collateral or other requirements in
derivatives contracts and other secured funding arrangements or the need to amend such arrangements, which
could adversely affect the Group's cost of funding, its access to capital markets and lead to higher refinancing
costs and could limit the range of counterparties willing to enter into transactions with the Group. In addition,
it might even limit access to these respective markets, and adversely affect Rabobank's competitive position.
This could have a material adverse effect on Rabobank's prospects, business, financial condition and results of
operations.
A43796864
8

Risk Factors
Rabobank is exposed to credit risks, which could result in economic losses
Rabobank is exposed to credit risk arising from third parties that owe money, securities or other assets.
These parties include customers, issuers whose securities are being held by an entity within Rabobank, trading
counterparties, counterparties under swaps and credit and other derivative contracts, clearing agents, exchanges,
clearing houses and other financial intermediaries. The credit quality of the Group's borrowers and other
counterparties is impacted by prevailing economic and market conditions and by the legal and regulatory
landscape in the relevant market and any deterioration in such conditions or changes to legal or regulatory
landscapes could worsen borrower and counterparty credit quality and consequently impact the Group's ability
to enforce contractual security rights. These parties may default on their obligations to Rabobank due to
bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons
and could have an adverse effect on Rabobank's business, financial position and results of operations. Any such
defaults will reflect the adequacy of Rabobank's credit provisions. These provisions relate to the possibility that
a counterparty may default on its obligations which arise from lending or other financial transactions. If future
events or the effects thereof do not fall within any of the assumptions, factors or assessments used by the Group
to determine its credit provisions, these provisions could be inadequate. Inadequate provisions and economic
losses in general have a material adverse effect on Rabobank's business, financial condition and results of
operations.
See also the risk factor " The outbreak of communicable diseases around the world may materially and
adversely affect Rabobank's business, financial condition and results of operations" on how COVID-19 may
contribute to increasing credit risk for the Group.
Rabobank's business is primarily concentrated in the Netherlands
Rabobank generates a large part of its income in the Netherlands (in 2020, 42 per cent. of its operating
profit before tax was derived from its operations in the Netherlands) and therefore is particularly exposed to the
economic, political and social conditions in the Netherlands. Economic conditions in the Netherlands may be
negatively influenced by conditions in the global financial markets and economy. Following growth of 2.2 per
cent. in 2016, Dutch gross domestic product ("GDP") grew by 2.9 per cent. in 2017, 2.6 per cent. in 2018, 1.6
per cent. in 2019 and GDP decreased by 3.8 per cent. in 2020 due to COVID-19 and subsequent containment
measures. Any further deterioration or merely a long-term persistence of a difficult economic environment in
the Netherlands could negatively affect the demand for products and services of Rabobank, as well as the credit
risk of its borrowers. Net profit of Rabobank in 2020 was significantly impacted by the COVID-19 outbreak,
mainly as a result of materially increased impairment charges on financial assets in DRB, Wholesale & Rural
and Leasing. In addition to the Netherlands, Rabobank is active in 37 countries, including, amongst others,
Australia, New Zealand, North America and Latin America. In addition, Rabobank is generally exposed to
transfer and/or collective debtor risk outside of the Netherlands. 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's business, financial condition and results of operations.
Conditions in the global financial markets and economy could have a material adverse effect on the Group's
business, financial condition and results of operations
The profitability of the Group could be adversely affected by a downturn in general economic conditions
in the Netherlands or globally. Financial markets are volatile. 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
A43796864
9

Risk Factors
the profitability of the Group. In addition, developments like Brexit (as defined below) could adversely affect
the general economic conditions and thereby the profitability of the Group. Interest rates remained low in 2020.
Persistent low interest rates have negatively affected and continue to negatively affect the net interest income
of the Group. An economic downturn, or significantly higher interest rates for customers, could adversely affect
the credit quality of the 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 in the Dutch or global economy could reduce
the value of the Group's assets and could cause the Group to incur marked-to-market losses in its trading
portfolios or could reduce the fees the 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 the Group executes and, therefore, a decline in
customer deposits and the income it receives from commissions and interest. Continuing volatility in the
financial markets or a protracted economic downturn in the Group's major markets or the Group's inability to
accurately predict or respond to such developments could have a material adverse effect on the Group's
business, financial condition and results of operations. Rabobank performs a number of operations in the United
Kingdom for its customers, including products and services for international clients in the field of corporate
banking, commercial financing and operations relating to global financial markets. In 2020, Rabobank's revenue
in relation to the aforementioned operations in the United Kingdom was 523 million. On 31 January 2020, the
United Kingdom left the European Union (the "Brexit"). In December 2020 the United Kingdom and the
European Union reached an agreement on their future relationship. This agreement, which has been
provisionally applicable since 1 January 2021, is known as the EU-UK Trade and Cooperation Agreement (the
"TCA"). The TCA removes all tariffs and quotas and avoids the alternative of having to resort to WTO rules,
making it highly significant and beneficial for certain (agri-) sectors and manufacturing industries in particular.
The TCA marks the start of what is expected to be a complex and evolving future trading relationship. In order
to manage this relationship, an entirely new institutional infrastructure, known as the Joint Partnership Council,
is being set up. This process may entail frictions, any of which could affect the results of the Group's operations
in the European Union or the United Kingdom. The United Kingdom moving away from agreed and
implemented EU legislation as a result of Brexit could lead to increased regulatory uncertainty and might
adversely impact the Group.
See also the risk factor " The outbreak of communicable diseases around the world may materially and
adversely affect Rabobank's business, financial condition and results of operations" on how COVID-19 has
affected, and may continue to affect, conditions in the global financial markets and economy.
Any of these factors could have a material adverse effect on the Group's results of operations and the
value of the Capital Securities.
The outbreak of communicable diseases around the world has and may continue to materially and
adversely affect Rabobank's business, financial condition and results of operations
The outbreak of communicable diseases, pandemics and epidemics or health emergencies all impact the
business and economic environment in which Rabobank operates. Certain of these risks are often experienced
globally as well as in specific geographic regions where Rabobank does business. The coronavirus (or COVID
-19) outbreak, which has spread globally since the beginning of 2020, has disrupted various markets and
resulted in uncertainty about the development of the economies affected by the outbreak. Rabobank has been,
and could be further, affected by the COVID-19 outbreak through its direct and indirect impact on, among
others, the customers or other counterparties of Rabobank, both in the Netherlands and elsewhere. Net profit
was significantly impacted by the COVID-19 outbreak in 2020, mainly as a result of materially increased
impairment charges on financial assets in DRB, Wholesale & Rural and DLL and lower income, which had a
material adverse impact on Rabobank's financial position. More specifically, the impact is expected on
instruments measured at fair value and on expected credit losses. The COVID-19 pandemic is also expected to
A43796864
10