Obbligazione Rabobank 5% ( AU3CB0230886 ) in AUD

Rabobank

100 AUD ⇌

Paesi Bassi

AU3CB0230886 ( in AUD )

5% per anno ( pagato 2 volte l'anno)

02/07/2025 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Rabobank AU3CB0230886 in AUD 5%, scaduta

1 000 AUD

225 000 000 AUD

Rabobank è una banca cooperativa olandese con una forte presenza nel settore agroalimentare e finanziario a livello globale.

Il bond AU3CB0230886 emesso da Rabobank nei Paesi Bassi, denominato in AUD, con cedola del 5%, scadenza 02/07/2025, dimensione totale di emissione di 225.000.000 AUD e taglio minimo di 1.000 AUD, quotava al 100% alla data di rimborso a scadenza con frequenza di pagamento semestrale.

IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached Information Memorandum 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 Information Memorandum. In accessing the attached Information
Memorandum, 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 Information Memorandum on the
basis that you have confirmed to National Australia Bank Limited (ABN 12 004 044 937) ("NAB"), Nomura
International plc ("Nomura"), UBS AG, Australia Branch (ABN 47 088 129 613; AFSL 231087) ("UBS")
and Westpac Banking Corporation (ABN 33 007 457 141) ("Westpac") (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
located in the United States of America, its territories and possessions, any State of the United States and the
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Island and the Northern Mariana Islands and (ii) that you consent to delivery by electronic transmission.
This Information Memorandum 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) (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 Information
Memorandum 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 Information Memorandum has been delivered to you on the basis that you
are a person into whose possession the attached Information Memorandum 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 Information Memorandum 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 Information Memorandum 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 jurisdictions.
Under no circumstances shall the attached Information Memorandum 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 Information Memorandum 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.
By accessing the Information Memorandum, you shall be deemed to have confirmed and represented to the
Issuer and the Joint Lead Managers that you are not a `retail client' as defined in section 761G of the
Corporations Act (as defined in the Information Memorandum).
A19948192

INFORMATION MEMORANDUM dated 30 June 2015
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank)
AUD 225,000,000 5.00 per cent. Fixed Rate Subordinated Notes due July 2025
and
AUD 475,000,000 Floating Rate Subordinated Notes due July 2025
Issue Price of the Fixed Rate Notes: 99.043 per cent.
Issue Price of the Floating Rate Notes: 100 per cent.
The AUD 225,000,000 5.00 per cent. Fixed Rate Subordinated Notes due 2 July 2025 (the "Fixed Rate Notes") and AUD 475,000,000 Floating
Rate Subordinated Notes due 2 July 2025 (the "Floating Rate Notes", and together with the Fixed Rate Notes, the "Notes") will be issued by
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank) ("Rabobank", "Rabobank Nederland", the "Issuer" or the "Bank").
The Fixed Rate Notes will bear interest at an interest rate of 5.00 per cent. per annum, from (and including) 2 July 2015 (the "Issue Date") to (but
excluding) 2 July 2020 (the "Call Date"), and at an interest rate per annum which shall be equal to the sum of 2.50 per cent. and the semi-
annualised equivalent of the then prevailing 5 year AUD Semi Quarterly Mid-Swap Reference Rate, from (and including) the Call Date to (but
excluding) 2 July 2025. Interest will be payable semi-annually in arrear on 2 January and 2 July in each year commencing on 2 January 2016. The
Fixed Rate Notes will have a final maturity date of 2 July 2025. The Floating Rate Notes will bear interest at the Floating Interest Rate (as defined
in Condition 5(a) of the Floating Rate Notes) from (and including) the Issue Date to (but excluding) the Maturity Date (as defined in "Terms and
Conditions of the Floating Rate Notes"), payable quarterly in arrear on 2 January, 2 April, 2 July and 2 October in each year. Upon the occurrence
of a Tax Law Change or a Capital Event or, in case of the Fixed Rate Notes, on the Call Date, or in case of the Floating Rate Notes, on the Interest
Payment Date falling on or nearest to the Call Date (each as defined herein), 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.
This Information Memorandum does not constitute a prospectus for the purposes of Article 3 of Directive 2003/71/EC, as amended (the
"Prospectus Directive"). Any person making or intending to make any offer of the Notes in any Member State of the European Economic Area
which has implemented the Prospectus Directive may only do so in circumstances in which no obligations arises for the Issuer to prepare a
prospectus pursuant to Article 3 of the Prospectus Directive. The Issuer has not authorised, nor does the Issuer authorise, the making of any offer
of the Notes in circumstances in which an obligation arises for it to publish a prospectus for such offer in any jurisdiction.
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of the Commonwealth of Australia (the "Corporations
Act")) in relation to the Notes has been or will be lodged with or registered by the Australian Securities and Investments Commission ("ASIC") as
a disclosure document for the purposes of the Corporations Act or with ASX Limited ("ASX"). The denominations of the Notes shall be AUD
1,000, provided that the Notes will not be issued to a subscriber of the Notes unless (i) in respect of the offers and invitations received in Australia
(A) the aggregate consideration paid by the relevant subscriber for such Notes is at least AUD 500,000 (disregarding moneys lent by the offeror or
its associates); or (B) the aggregate consideration paid by the relevant subscriber for such Notes is at least AUD 250,000; and the Notes are issued
in a manner that does not require disclosure to investors in accordance with Part 6D.2 or Chapter 7 of the Corporations Act; and (ii) in respect of
the offers and invitations received outside Australia the aggregate consideration paid by the relevant subscriber for such Notes is at least AUD
250,000 (disregarding moneys lent by the offeror or its associates).
The Notes have been accepted for clearance through the Austraclear System operated by Austraclear Ltd ("Austraclear"). An acceptance for
clearance by Austraclear is not a recommendation or endorsement by Austraclear.
The Notes are expected to be assigned on issue a rating of A3 by Moody's Investors Service Limited ("Moody's"), BBB+ by Standard & Poor's
Credit Market Services Europe Limited ("Standard & Poor's") and A by Fitch Ratings Ltd ("Fitch"). 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 Information Memorandum 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.
Credit ratings in respect of the Notes or the Issuer are for distribution only to persons who are not a "retail client" within the meaning of section
761G of the Corporations Act and are also sophisticated investors, professional investors or other investors in respect of whom disclosure is not
required under Part 6D.2 or Part 7.9 of the Corporations Act and in all cases in such circumstances as may be permitted by applicable laws in any
jurisdiction in which an investor may be located. Anyone who is not such a person is not entitled to receive this Information Memorandum and
anyone who receives this Information Memorandum must not distribute it to any person who is not entitled to receive it.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Information
Memorandum.
Joint Lead Managers and Joint Bookrunners
National Australia Bank Limited
Nomura
UBS Investment Bank
Westpac Banking Corporation

This Information Memorandum 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 INFORMATION MEMORANDUM
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 Information Memorandum 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 Information Memorandum and the offering of the Notes in certain jurisdictions
may be restricted by law. Persons into whose possession this Information Memorandum 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 Information
Memorandum see "Subscription and Sale" below.
This Information Memorandum has not been, and will not be, and no prospectus or other disclosure document
in relation to the Notes has been or will be lodged with ASIC and this Information Memorandum is not, and
does not purport to be, a document containing disclosure to investors for the purposes of Part 6D.2 or Part 7.9
of the Corporations Act. It is not intended to be used in connection with any offer for which such disclosure is
required and does not contain all the information that would be required by those provisions if they applied. It
is not to be provided to any `retail client' as defined in section 761G of the Corporations Act.
No person is authorised to give any information or to make any representation not contained in this
Information Memorandum 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
Information Memorandum 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 Information Memorandum 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
Information Memorandum 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 the Joint Lead Managers have separately verified the information contained in this Information
Memorandum. The Joint Lead Managers make no representation, express or implied, or accept any
responsibility, with respect to the accuracy or completeness of any of the information in this Information
Memorandum. Neither this Information Memorandum 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
Information Memorandum 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 Information
Memorandum. This Information Memorandum does not describe all of the risks of an investment in the
2

Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Information Memorandum and its purchase of Notes should be based upon such
investigation as it deems necessary.
The Issuer has been granted an authority to carry on a banking business in Australia pursuant to section 9 of
the Banking Act 1959 of Australia ("Banking Act") and is an authorised deposit-taking institution ("ADI")
within the meaning of the Banking Act. The Notes are not covered by the depositor protection provisions
contained in Division 2 of Part II of the Banking Act. Section 11F of the Banking Act provides that if a
foreign ADI, such as Rabobank (whether in or outside Australia), suspends payment or is unable to meet its
obligations, the assets of the foreign ADI in Australia are to be available to meet the foreign ADI's liabilities
in Australia in priority to all other liabilities of the foreign ADI. Further, section 86 of the Reserve Bank Act
1959 of Australia provides that debts due by an ADI to the Reserve Bank of Australia shall in a winding-up of
the ADI have priority over all other debts of the ADI. Other laws in Australia, the Netherlands and other
jurisdictions will also apply to the ranking of debts and other liabilities in a winding up of Rabobank. The
Issuer does not make any representations as to whether the Notes, or any of them, would constitute liabilities
in Australia, under such statutory provisions.
Unless the context otherwise requires, references in this Information Memorandum 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 otherwise requires, references to "U.S.$", "USD" and "U.S.
Dollars" are to the lawful currency of the United States of America, to "AUD" and "Australian Dollars" are
to the lawful currency of Australia, to "euro", "Euro", "EUR" and "" are to 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, as amended by the Treaty on the Functioning of the European Union
and to "¥", "JPY" and "yen" are to the lawful currency of Japan.
All figures in this Information Memorandum 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 ................................................................................................................... 19
FORWARD-LOOKING STATEMENTS..................................................................................................... 20
OVERVIEW ................................................................................................................................................... 21
TERMS AND CONDITIONS OF THE FIXED RATE NOTES ................................................................ 26
TERMS AND CONDITIONS OF THE FLOATING RATE NOTES........................................................ 42
PROVISIONS RELATING TO THE NOTES WHILST IN GLOBAL FORM........................................ 58
DESCRIPTION OF BUSINESS OF RABOBANK GROUP...................................................................... 60
RABOBANK GROUP STRUCTURE .......................................................................................................... 73
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS....................................................................................................................... 76
SELECTED FINANCIAL INFORMATION..............................................................................................104
RISK MANAGEMENT................................................................................................................................108
GOVERNANCE OF RABOBANK GROUP ..............................................................................................116
REGULATION OF RABOBANK GROUP ................................................................................................127
CAPITALISATION OF RABOBANK GROUP.........................................................................................138
USE OF PROCEEDS....................................................................................................................................139
TAXATION....................................................................................................................................................140
SUBSCRIPTION AND SALE ......................................................................................................................144
GENERAL INFORMATION.......................................................................................................................150
4

Risk Factors
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 Information Memorandum (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 Fixed Rate Notes or the terms and conditions of the Floating Rate Notes (together, 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 2014,
the Dutch economy showed signs of a possible recovery. The still difficult economic circumstances have
resulted in reduced borrowing and interest rates and above average impaired loans in line with the levels of
2013. 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 2014 and due to the measures taken by the European Central Bank (the "ECB") intended to
stimulate European economies, declined further at the beginning of 2015. 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 Rabobank Group's major markets could have
a material adverse effect on Rabobank Group's results of operations.
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
5

Risk Factors
on the basis of which Rabobank Group, 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. An economic
downturn or the persistence 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: (a) decrease the value of certain fixed income instruments which Rabobank Group
holds; (b) result in surrenders of certain savings products with fixed rates below market rates by banking
customers of Rabobank Group; (c) require Rabobank Group to pay higher interest rates on the securities that
it issues; and (d) 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.
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.
6

Risk Factors
Operational risk
As a risk type, operational risk has acquired its own distinct position in the banking world. It is defined within
the Rabobank Group as "the risk of losses resulting from inadequate or failed internal processes, people or
systems or by external events". Rabobank Group operates within the current regulatory framework 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 or other illegal conduct, failure of an institution to have
policies and procedures and controls in place to prevent, detect and report incidents of non-compliance with
applicable laws or regulations, claims relating to inadequate products, inadequate documentation, losses due
to poor occupational health and safety conditions, errors in transaction processing and system failures. The
occurrence of any such incidents or additional cost of complying with new regulation 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 and arbitration 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. For further information, see "Description of Business of Rabobank Group Legal and arbitration
proceedings".
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 Group'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
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
7

Risk Factors
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. Rabobank Group was charged a total of 167 million in bank tax in 2014.
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 was imposed on banks based in the
Netherlands. Rabobank Group's share of the resolution levy was 321 million and had an adverse effect on
Rabobank Group'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 Group's results of
operations.
Moreover, in July 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
the Rabobank Group in the years to come. All these factors may have material adverse effects on Rabobank
Group's results of operations.
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
8

Risk Factors
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 Council of the European Union, 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 Group's results of operations.
As of 1 July 2014, a personal mortgage loan may not be higher than 265,000 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 2015, this maximum will be reduced to
245,000 and as of 1 July 2016 to 225,000.
Since 1 January 2013, the tax deductibility of mortgage loan interest payments for Dutch homeowners has
been restricted; 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 104 per cent. in 2014, to 103 per cent. in 2015 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 is being gradually
reduced beginning 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 in 2042. 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, private equity and other similar funds (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.
On 10 December 2013, the five U.S. federal financial regulatory agencies adopted final regulations to
implement the Volcker Rule. The regulations will impose limitations and significant costs across all of
Rabobank Group's subsidiaries and affiliates and their activities in scope for the Volcker Rule. While the
9

Document Outline

#1">Rabo AUD Tier 2_Info Memo.docx