Obbligazione Rabobank 3.375% ( US21688AAE29 ) in USD

Rabobank

99.039 USD ▼

Paesi Bassi

US21688AAE29 ( in USD )

3.375% per anno ( pagato 2 volte l'anno)

21/05/2025

Prospetto opuscolo dell'obbligazione Rabobank US21688AAE29 en USD 3.375%, scadenza 21/05/2025

250 000 USD

1 000 000 000 USD

21688AAE2

A+ ( Upper medium grade - Investment-grade )

Aa2 ( High grade - Investment-grade )

21/05/2025 ( In 65 giorni )

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

The Obbligazione issued by Rabobank ( Netherlands ) , in USD, with the ISIN code US21688AAE29, pays a coupon of 3.375% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 21/05/2025

The Obbligazione issued by Rabobank ( Netherlands ) , in USD, with the ISIN code US21688AAE29, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Rabobank ( Netherlands ) , in USD, with the ISIN code US21688AAE29, was rated A+ ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

IMPORTANT NOTICE
IMPORTANT: You must read the following before continuing. The following applies to the offering document following this
page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering
document. In accessing the offering document, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from us as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT
BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION.
THE FOLLOWING OFFERING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING,
DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED.
FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR
THE APPLICABLE LAWS OF OTHER JURISDICTIONS.
Confirmation of your Representation: This offering document is being sent at your request and by accepting the e mail and
accessing this offering document, you shall be deemed to have represented to us that you consent to delivery of such offering
document by electronic transmission.
You are reminded that this offering document has been delivered to you on the basis that you are a person into whose
possession this offering document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are
located and you may not, nor are you authorized to, deliver this offering document to any other person. You will not
transmit this offering document (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its
contents to any other person except with the consent of the underwriters.
The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in
any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a
licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that
jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the issuer in such
jurisdiction.
This offering document 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 electronic transmission, and consequently none of Barclays Capital
Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC nor any person who controls each
of them nor any of their directors, officers, employees nor any of their agents nor any affiliate of any such person accept any
liability or responsibility whatsoever in respect of any difference between this offering document distributed to you in
electronic format and the hard copy version available to you on request from of Barclays Capital Inc., Goldman, Sachs &
Co., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC.
This offering document is not an offer to sell securities and is not soliciting an offer to buy securities in any jurisdiction
where the offer or sale of securities is not permitted.
- 1 -

This Canadian Offering Memorandum constitutes an offering of the securities described herein in the provinces of Alberta,
Ontario and Québec only, and only to those persons where and to whom they may be lawfully offered for sale, and therein only
by persons permitted to sell these securities. This Canadian Offering Memorandum is not, and under no circumstances is to be
construed as, an advertisement or a public offering of these securities in Canada. No securities commission or similar
authority in Canada has reviewed or in any way passed upon this document or the merits of these securities, and any
representation to the contrary is an offence.
This Canadian offering memorandum is for the confidential use of only those persons to whom it is transmitted in connection
with this offering. By their acceptance of this Canadian offering memorandum, investors agree that they will not transmit,
reproduce or make available to any person, other than their professional advisers, this Canadian offering memorandum or any
of the information contained herein. No person has been authorized to give any information or to make any representations
about the issuer not contained in this Canadian offering memorandum. Any such information or representation which is
given or received must not be relied upon by any investor.
CANADIAN OFFERING MEMORANDUM
DATED MAY 14, 2015

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank), New York Branch
(a cooperative with limited liability established under the laws of the Netherlands
and having its statutory seat in Amsterdam, the Netherlands)

(the "Issuer")
Private Placement in Canada of
U.S.$1,000,000,000 3.375% Notes due 2025
(the "Securities")
THE OFFERING
This Canadian Offering Memorandum constitutes an offering by the Issuer of the Securities. The Issuer will pay interest on
the Securities on May 21 and November 21 of each year, commencing on November 21, 2015. The Securities will mature
on May 21, 2025.
In Canada, the Securities are being offered (the "Offering") on a private placement basis in the provinces of
Alberta, British Columbia, Ontario and Québec only (the "Jurisdictions") through one or more of the underwriters
named in the Terms Supplement (as defined below) (collectively, the "Agents") who are permitted under applicable
securities laws to offer and sell the Securities in the Jurisdictions. The Securities have not been nor will they be qualified
for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Securities in
Canada will be made on a basis which is exempt from the prospectus requirements of Canadian securities laws. Canadian
investors should refer to the Terms Supplement (as defined below) and the sections entitled "Summary of the Program",
"Certain Investment Considerations", "Terms and Conditions of the Notes", "Use of Proceeds" and "Plan of Distribution"
contained in the Offering Circular (as defined below) for additional information pertaining to the Securities and the terms
of the Offering.
RELATIONSHIP BETWEEN THE AGENTS OR CERTAIN OF THEIR AFFILIATES AND AN AFFILIATE OF
THE ISSUER
Certain of the Agents or their affiliates have a lending relationship with the Issuer. For more information on
potential conflicts of interest, see "Plan of Distribution" in the Offering Circular and "Supplemental Plan of
Distribution" in the Terms Supplement and Product Supplement.
Accordingly, the Issuer may be considered a "connected issuer" (as such term is defined in National Instrument 33-
105 - Underwriting Conflicts) of Barclays Capital Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and
Morgan Stanley & Co. LLC (collectively, the "Agents") and their Canadian Affiliates. The Issuer is currently in
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compliance with the credit facilities underlying the relationships mentioned above, and no breach thereof has been
waived by any of the Agents or their related issuers. The decision to distribute these Securities, including the terms
of this offering, was made through negotiations between the Issuer and the Agents. Other than as disclosed in the
Offering Document (as defined below) the financial position of the Issuer has not materially changed since the
execution of such credit facilities.
ADDITIONAL INFORMATION ABOUT THIS CANADIAN OFFERING MEMORANDUM
The Offering is described fully in the attached Terms Supplement No. 1 dated May 14, 2015 (the "Terms Supplement"), the
Product Supplement No. 1 dated May 11, 2015 (the "Product Supplement") and the Offering Circular dated May 11, 2015
(the "Offering Circular", together with the Terms Supplement and the Product Supplement, the "Offering Document"), the
full text of which is included in and form part of this Canadian Offering Memorandum. The Offering Document
incorporates by reference certain documents as described in the Offering Document. The Offering Document may be
supplemented by one or more term sheets containing pricing and other related information ("Term Sheets") sent to you by
the Agents. For greater certainty, the definition Term Sheets only includes the term sheets described above, and it does not
include the contents of any electronic roadshow for the Offering or rating agency reports. The full text of all Term Sheets, if
any, concerning the Offering shall also be incorporated by reference into this Canadian Offering Memorandum and deemed
to form a part of it. Accordingly, the term "Canadian Offering Memorandum" means this introductory Canadian
supplement, together with the attached Offering Document and any Term Sheets.
Except as otherwise provided herein, capitalized and other terms used within this Canadian Offering Memorandum without
definition have the meanings assigned to them in the Offering Document. The Offering of the Securities in Canada is being
made solely pursuant to this Canadian Offering Memorandum, and any decision to purchase the Securities should be based
solely on information contained within this document. No person has been authorized to give any information or to make
any representations concerning this Offering other than as contained herein. Statements made within this Canadian
Offering Memorandum are as of the date of this Canadian Offering Memorandum unless expressly stated otherwise.
Neither the delivery of this Canadian Offering Memorandum at any time, nor any other action with respect hereto, shall
under any circumstances create an implication that the information contained herein is correct as of any time subsequent to
the date hereof.
The information in the Offering Document has not been prepared with regard to matters that may be of particular concern
to Canadian investors. Canadian investors should consult with their own legal, financial and tax advisers concerning the
information in the Offering Document and as to the suitability of an investment in the Securities in their particular
circumstances.
The Securities are not deposit liabilities of the Issuer and neither the Securities nor any investment in the Securities are
insured by the Canada Deposit Insurance Corporation, the U.S. Federal Deposit Insurance Corporation, the Bank Insurance
Fund or any other governmental agency or deposit insurance agency of Canada, the United States, the Netherlands or any
other jurisdiction. See "Terms and Conditions of the Notes" in the Offering Document.
Rabobank's Canadian branch is listed on Schedule III to the Bank Act (Canada) and is subject to regulation by the Office of
the Superintendent of Financial Institutions (Canada). The Securities will be issued from Rabobank, New York Branch and
not from its Canadian branch.
Unless otherwise specified in the Offering Document, the Securities are denominated in, and all payments of
principal and interest will be made in, U.S. dollars. Accordingly, the Canadian dollar value of the Securities will
fluctuate with changes in the rate of exchange between the U.S. dollar and the Canadian dollar.
RESALE RESTRICTIONS
The Securities have not been nor will they be qualified for sale to the public under applicable Canadian securities laws and,
accordingly, any offer and sale of the Securities in the Jurisdictions will be made on a basis which is exempt from the
prospectus requirements of Canadian securities laws.
Accordingly, any resale of the Securities must be made: (i) through an appropriately registered dealer or in accordance with
an exemption from the dealer registration requirements of applicable provincial securities laws; and (ii) in accordance with,
or pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of applicable provincial
securities laws. These Canadian resale restrictions may in some circumstances apply to resales made outside of Canada.
Purchasers of Securities are advised to seek Canadian legal advice prior to any resale of the Securities, both within
and outside of Canada.
REPRESENTATIONS AND AGREEMENT BY PURCHASERS
Each purchaser of Securities in Canada will be deemed to have represented to the Issuer, the Agents and each agent
participating in the sale of the Securities that the purchaser or any ultimate purchaser for which such purchaser is acting as
agent:
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(a)
is resident in one of the Jurisdictions and not in any other province or territory of Canada;
(b)
is basing its investment decision solely on the final version of this Canadian Offering Memorandum and not on
any other information (including, but not limited to, advertisements in any printed media of general and regular
paid circulation, radio, television or telecommunications, including electronic display, or any other form of
advertising in Canada) concerning the Issuer or the Offering;
(c)
has reviewed and acknowledges the terms referred to above under the heading "Resale Restrictions";
(d)
and is entitled under applicable provincial securities laws to purchase the Securities without the benefit of a
prospectus qualified under those securities laws, and without limiting the generality of the foregoing the purchaser
is an "accredited investor" as defined in Section 1.1 of National Instrument 45-106 Prospectus and Registration
Exemptions ("NI 45-106") and, if relying on Subsection (m) of the definition of that term, is not a person created
or being used solely to purchase or hold securities as an accredited investor;
(e)
is either purchasing Securities as principal for its own account, or is deemed to be purchasing Securities as
principal by applicable law;
(f)
is a "permitted client" as defined in Section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations; and
(g)
acknowledges that the Securities are being distributed in Canada on a private placement basis only and agrees to
resell the Securities only in accordance with the requirements of applicable securities laws.
LANGUAGE OF DOCUMENTS
Each purchaser of Securities in Canada hereby agrees that it is the purchaser's express wish that all documents evidencing
or relating in any way to the sale of the Securities be drafted in the English language only. Chaque acheteur au Canada
des valeurs reconnaît que c'est sa volonté expresse que tous les documents faisant foi ou se rapportant de quelque manière
à la vente des valeurs mobilières soient rédigés uniquement en anglais.
CANADIAN TAX CONSIDERATIONS
THIS CANADIAN OFFERING MEMORANDUM DOES NOT ADDRESS THE CANADIAN TAX CONSEQUENCES
OF THE ACQUISITION, HOLDING OR DISPOSITION OF THE SECURITIES. PROSPECTIVE PURCHASERS OF
SECURITIES ARE STRONGLY ADVISED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE
CANADIAN AND OTHER TAX CONSIDERATIONS APPLICABLE TO THEM.
INDIRECT COLLECTION OF PERSONAL INFORMATION
By purchasing these Securities, the purchaser acknowledges that the Issuer, the Agents and their respective agents and
advisers may each collect, use and disclose the purchaser's name and other specified personally identifiable information
("Information"), including the amount of Securities it has purchased, to Canadian securities regulatory authorities and for
purposes of meeting legal, regulatory and audit requirements and as otherwise permitted or required by law or regulation.
The purchaser consents to the disclosure of that information.
Notice to Ontario Purchasers
By purchasing these Securities, the purchaser acknowledges that personal information such as the purchaser's name: (A)
will be disclosed to the relevant Canadian securities regulatory authorities, including Ontario Securities Commission, and
may become available to the public in accordance with the requirements of applicable securities and freedom of
information laws and the purchaser consents to the disclosure of the Information; (B) is being collected indirectly by the
applicable Canadian securities regulatory authority under the authority granted to it in securities legislation and; (C) is
being collected for the purposes of the administration and enforcement of the applicable securities legislation. By
purchasing these Securities, the purchaser shall be deemed to have authorized such indirect collection of personal
information by the relevant Canadian securities authorities. Questions about such indirect collection of Information should
be directed to the Administrative Support Clerk, Ontario Securities Commission, Suite 1903, Box 55, 20 Queen Street
West, Toronto, Ontario M5H 3S8 or to the following telephone number: (416) 593-3684.
RIGHTS OF ACTION (Ontario Purchasers)
Ontario Securities Commission Rule 45-501 provides that when an offering memorandum, such as this Canadian Offering
Memorandum, is delivered to an investor to whom securities are distributed in reliance upon the "accredited investor"
prospectus exemption in Section 2.3 of NI 45-106, the rights referred to in Section 130.1 of the Securities Act (Ontario)
("Section 130.1") are applicable unless the prospective purchaser is:
(a)
a Canadian financial institution, meaning either:
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(i)
an association governed by the Cooperative Credit Associations Act (Canada) or a central cooperative
credit society for which an order has been made under Section 473(1) of that Act;
(ii)
a bank, loan corporation, trust company, trust corporation, insurance company, treasury branch, credit
union, caisse populaire, financial services cooperative, or league that, in each case, is authorized by an
enactment of Canada or a jurisdiction of Canada to carry on business in Canada or a jurisdiction in
Canada;
(b)
a Schedule III bank, meaning an authorized foreign bank named in Schedule III of the Bank Act (Canada),
(c)
The Business Development Bank of Canada incorporated under the Business Development Bank of Canada Act
(Canada), or
(d)
a subsidiary of any person referred to in paragraphs (a), (b) or (c), if the person owns all of the voting securities of
the subsidiary, except the voting securities required by law to be owned by the directors of the subsidiary.
Section 130.1 provides purchasers who purchase securities offered by an offering memorandum with a statutory right of
action against the issuer of securities and any selling securityholder for rescission or damages in the event that the offering
memorandum or any amendment to it contains a "misrepresentation", without regard to whether the purchaser relied on the
"misrepresentation". "Misrepresentation" means an untrue statement of a material fact or an omission to state a material
fact that is required to be stated or that is necessary to make any statement not misleading in light of the circumstances in
which it was made.
In the event that this Canadian Offering Memorandum, together with any amendment, is delivered to a prospective
purchaser of Securities in connection with a trade made in reliance on Section 2.3 of NI 45-106, and this Canadian Offering
Memorandum contains a misrepresentation which was a misrepresentation at the time of purchase of the Securities, the
purchaser will have a statutory right of action against the Issuer and the selling securityholder(s), if any, for damages or,
while still the owner of the Securities, for rescission, in which case, if the purchaser elects to exercise the right of
rescission, the purchaser will have no right of action for damages, provided that:
(a)
no action shall be commenced more than, in the case of an action for rescission, 180 days after the date of the
transaction that gave rise to the cause of action; or in the case of any other action, the earlier of (i) 180 days after
the purchaser first had knowledge of the facts giving rise to the cause of action, or (ii) three years after the date of
the transaction that gave rise to the cause of action;
(b)
the defendant will not be liable if it proves that the purchaser purchased the Securities with knowledge of the
misrepresentation;
(c)
the defendant will not be liable for all or any portion of the damages that it proves do not represent the
depreciation in value of the Securities as a result of the misrepresentation relied upon;
(d)
in no case will the amount recoverable exceed the price at which the Securities were offered to the purchaser; and
(e)
the statutory right of action for rescission or damages is in addition to and does not derogate from any other rights
or remedies the purchaser may have at law.
This summary is subject to the express provisions of the Securities Act (Ontario) and the regulations and rules made under
it, and you should refer to the complete text of those provisions.
ENFORCEMENT OF LEGAL RIGHTS
The directors and officers of the Issuer and the selling securityholder(s), if any, as well as any experts named in this
document are likely to be located outside of Canada and, as a result, it may not be possible for purchasers to effect service
of process within Canada upon the Issuer or those persons. All or a substantial portion of the assets of the Issuer and those
persons is likely to be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the
Issuer or those persons in Canada or to enforce a judgment obtained in Canadian courts against the Issuer or those persons
outside of Canada.
Each purchaser acknowledges that it has been notified that: (i) the Agents are not registered as securities dealers in any
province or territory of Canada (or, if any are so registered, they are not relying upon their registration status to trade the
Securities); (ii) all or substantially all of the assets of the Agents may be situated outside of Canada; and (iii) there may be
difficulty enforcing legal rights against the Agents for these reasons.
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TERMS SUPPLEMENT NO. 1 DATED MAY 14, 2015
(to Product Supplement No. 1 dated May 11, 2015 and the Offering Circular dated May 11, 2015)

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank), New York Branch
(a cooperative with limited liability established under the laws of the Netherlands
and having its statutory seat in Amsterdam, the Netherlands)

U.S.$1,000,000,000 3.375% Notes due May 21, 2025

The notes will be senior unsecured obligations of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank"), New
York Branch. Any payment on the notes is subject to the credit risk of Rabobank. The notes are not bank deposits and
are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Bank Insurance Fund or any other
U.S. or Dutch governmental or deposit insurance agency or entity. Investing in the notes involves a number of risks. See
"Risk Factors" in the accompanying Product Supplement No. 1 dated May 11, 2015.
Issuer:
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., New York Branch
Maturity Date:
May 21, 2025
Aggregate Principal
Amount:
U.S.$1,000,000,000
Expected Ratings*:
Aa2/A+ (Moody's/S&P)
Legal Format:
Exempt from SEC registration pursuant to Section 3(a)(2) of the Securities Act
Documentation:
This Terms Supplement qualifies, forms part of, and is subject to Product Supplement No. 1 dated May
11, 2015 and the Medium Term Note Program Offering Circular dated May 11, 2015 (the "Offering
Circular") (including information incorporated by reference herein and therein).
Pricing Date:
May 14, 2015
Original Issue Date:
May 21, 2015 (T+5)
Interest Rate:
3.375% per annum payable semi-annually in arrears
Original Issue Price:
99.865% of the aggregate principal amount
Benchmark Treasury:
UST 2.000% due February 2025
Benchmark Treasury
Price and Yield:
97-28 ¾; 2.241%
Spread to Benchmark
Treasury:
1.15% (115 basis points)
Yield to Maturity:
3.391%
Interest Payment
Semi-annually in arrears on May 21 and November 21, subject to the Business Day Convention,
Dates:
commencing on November 21, 2015 and ending on the Maturity Date.
Regular Record
The 15th calendar day prior to the relevant Interest Payment Date or Maturity Date, as applicable,
Dates:
regardless of whether such day is a Business Day
Additional Issuances:
We may, at any time and from time to time, without your consent, "re-open" these series of notes and
issue additional notes having the same terms and conditions as the notes offered hereby (other than the
issue date, the date that interest begins to accrue, issue price and, in some cases, the first interest
payment date). Any election to re-open these series of notes will be based upon market conditions at
that time. Additional notes issued, if any, will be consolidated to form a single series and be fungible
with and will have the same CUSIP number as the respective notes offered hereby.
* A credit rating is not a recommendation to buy, sell, or hold the notes, and may be subject to revision or
withdrawal at any time by the assigning rating agency.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THE NOTES ARE
BEING OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION CONTAINED IN SECTION
3(a)(2) OF THE SECURITIES ACT.
1

Business Day
Following Business Day
Convention:
Day Count
30/360, Unadjusted
Convention:
Business Day:
Any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions in The City of
New York or London, England generally are authorized or obligated by law or executive order to close.
No additional interest will accrue on the notes as a result of any postponement and no adjustment will be
made to the length of the relevant interest period.
Optional
Not Applicable
Redemption:
Minimum
U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof
Denominations:
Governing Law:
New York
Agreement with
By its acquisition of the notes, each holder of notes will acknowledge, agree to be bound by, and consent
Respect to the
to the exercise of, any Bail-in Power (as defined in the Offering Circular) by the relevant Dutch
Exercise of Bail-in
resolution authority (as defined in the Offering Circular), as described in more detail in the Offering
Power:
Circular under "Terms and Conditions of the Notes--Agreement with Respect to the Exercise of Bail-in
Power."
No Listing:
The notes will not be listed on any securities exchange or interdealer quotation system.
CUSIP:
21688AAE2
ISIN:
US21688AAE29
Calculation Agent:
Rabobank, New York Branch
Agents:
Barclays Capital Inc.; Goldman, Sachs & Co.; J.P. Morgan Securities LLC; Morgan Stanley & Co. LLC
THE NOTES CONSTITUTE UNCONDITIONAL LIABILITIES OF THE ISSUER. THE NOTES ARE NOT
BANK DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE BANK INSURANCE FUND OR ANY UNITED STATES OR DUTCH
GOVERNMENTAL OR DEPOSIT INSURANCE AGENCY OR ENTITY.
NOTICE TO TEXAS RESIDENTS ONLY:
WE ARE NOT MAKING AN OFFERING OF THE NOTES IN TEXAS, EXCEPT AS SPECIFIED BELOW.
WE DO NOT INTEND TO MAKE ANY SALES OF THE NOTES IN TEXAS AND EACH AGENT HAS
AGREED THAT IT WILL NOT DISTRIBUTE THIS TERMS SUPPLEMENT OR ADVERTISE, OFFER OR
SELL ANY NOTES, DIRECTLY OR INDIRECTLY, IN TEXAS OR TO, OR FOR THE BENEFIT OF, ANY
RESIDENT OF TEXAS (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN TEXAS,
INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF, OR
RESIDING IN, TEXAS), OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY,
IN TEXAS OR TO A RESIDENT OF TEXAS, EXCEPT TO INDIVIDUAL ACCREDITED INVESTORS AS
DEFINED UNDER §139.16 OF THE TEXAS SECURITIES ACT, OTHER ACCREDITED INVESTORS, AS
DEFINED IN RULE 501(A)(1)-(4), (7) AND (8) UNDER THE SECURITIES ACT OR TO QUALIFIED
INSTITUTIONAL BUYERS, AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT, PURSUANT TO
§§581-5(H), 109.3, 109.4 OR 139.16 OF, AND OTHERWISE IN COMPLIANCE WITH, THE TEXAS
SECURITIES ACT AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND GUIDELINES OF
TEXAS.
2

FORWARD-LOOKING STATEMENTS
This Terms Supplement includes forward-looking statements. All statements other than statements of historical facts
included in this Terms Supplement, including, without limitation, those regarding the Issuer's financial position, business
strategy, plans and objectives of management for future operations, are forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or
achievements of Rabobank and its members, subsidiaries and affiliates ("Rabobank Group"), or industry results, to be
materially different from any future results, performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous assumptions regarding the Issuer's present and future
business strategies and the environment in which Rabobank Group will operate in the future. Among the important factors that
could cause Rabobank Group's actual results, performance or achievements to differ materially from those in the forward-
looking statements include, among others, the competitive nature of the banking business in the Netherlands; credit and other
risks of lending; volatility in Dutch and international equity markets; government regulation and tax matters; the outcome of legal
or regulatory disputes and proceedings; and changes in Dutch economic conditions, political events, interest rates, exchange rates
and inflation. These forward-looking statements speak only as of the date of this Terms Supplement. The Issuer expressly
disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained
herein to reflect any change in the Issuer's expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based.

3

This Terms Supplement, Product Supplement No. 1 dated May 11, 2015 (the "Product Supplement") and the
related Offering Circular dated May 11, 2015 are submitted on a confidential basis to prospective investors for
informational use solely in connection with the consideration of the purchase of the notes. Their use for any other
purpose is not authorized. They may not be copied or reproduced in whole or in part nor may they be distributed or
any of their contents be disclosed to anyone other than the prospective investors to whom they are submitted.
The contents of this Terms Supplement are not to be construed as legal, business or tax advice. The notes described in
this Terms Supplement, the Product Supplement and the Offering Circular are not appropriate for all investors, and involve
important legal and tax consequences and investment risks, which should be discussed with your professional advisors. You
should be aware that the laws of certain jurisdictions (including laws that require brokers to ensure that investments are
suitable for their customers) may limit the availability of the notes in those jurisdictions.
Except as set forth in this Terms Supplement, no person is authorized to give any information or make a representation
regarding the notes and, if given or made, such information or representation must not be relied on. The Issuer is offering to
sell, and is seeking offers to buy, the notes only in jurisdictions where offers and sales are permitted. This Terms Supplement,
the Product Supplement and the Offering Circular do not constitute an offer to sell, or a solicitation of an offer to buy, any
notes by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. Neither
the delivery of this Terms Supplement nor any sale made hereunder implies that there has been no change in the affairs of the
Issuer or its affiliates or that the information in this Terms Supplement is correct as of any date after the date hereof.
You must (i) comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Terms Supplement, the Product Supplement and the related Offering Circular and the
purchase, offer or sale of the notes and (ii) obtain any consent, approval or permission required to be obtained by you for the
purchase, offer or sale by you of the notes under the laws and regulations applicable to you in force in any jurisdiction to
which you are subject or in which you make such purchases, offers or sales; neither the Issuer nor any of its affiliates shall
have any responsibility therefor.
An investment in the notes is subject to a number of risks. Prospective purchasers should consider carefully all of the
information set forth in this Terms Supplement, in the Offering Circular and in the Product Supplement accompanying this
Terms Supplement and, in particular, the risks described in the Offering Circular and the Product Supplement.
4

SUPPLEMENTAL DESCRIPTION OF THE NOTES
The notes will be issued under a second amended and restated fiscal and paying agency agreement dated May 13, 2013,
as may be amended or supplemented from time to time (the "Second Amended and Restated Fiscal and Paying Agency
Agreement"), between the Issuer and Deutsche Bank Trust Company Americas, as fiscal agent, registrar, transfer agent and
paying agent (the "Fiscal Agent", a "Registrar", a "Transfer Agent", a "Paying Agent"). The Second Amended and
Restated Fiscal and Paying Agency Agreement may be further amended or supplemented from time to time.
The following is a brief summary of certain terms and conditions of the notes offered by this Terms Supplement and of
the Second Amended and Restated Fiscal and Paying Agency Agreement. This summary does not purport to be complete and
is subject to and is qualified in its entirety by reference to the notes and the Second Amended and Restated Fiscal and Paying
Agency Agreement, including the definitions of certain terms. The Second Amended and Restated Fiscal and Paying Agency
Agreement is available for inspection by prospective purchasers and holders of the notes at the offices of the Fiscal Agent. If
any item in the following summary of certain terms and conditions of the notes offered by this Terms Supplement differs in
any way from the description of the notes in the Offering Circular, you should rely on this description.
Specified Currency
U.S. dollars ("U.S.$" or "USD").
Form of Note
The notes will be evidenced by one or more global certificates issued by the Issuer, each representing a number of
individual notes which will be deposited with and registered in the name of DTC or its nominee. For more information, see
"Terms and Conditions of the Notes--General Terms of the Notes" and "--Payments of Interest and Redemption Amount" in
the accompanying Offering Circular.
Minimum Denominations
U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof.
Interest
The notes will bear interest at a fixed rate per annum, as specified on the front cover of this Terms Supplement, computed
on the basis of a 360-day year of twelve 30-day months. The first interest period will begin on, and include, the Original Issue
Date and end on, but exclude, the first Interest Payment Date. Each subsequent interest period will begin on, and include, the
Interest Payment Date for the preceding interest period and end on, but exclude, the next following Interest Payment Date.
Unless earlier redeemed or repurchased, the final interest period will end on, but exclude, the Maturity Date.
Interest Payment Dates
Interest will be paid semi-annually in arrears on May 21 and November 21, subject to the Business Day Convention,
commencing on November 21, 2015 and ending on the Maturity Date.
Regular Record Dates
Interest will be paid on the notes to holders of record of each note as at the 15th calendar day prior to the relevant Interest
Payment Date or Maturity Date, as applicable, regardless of whether such day is a Business Day.
Maturity Date
May 21, 2025, subject to adjustments, as described in the accompanying Product Supplement.
Corporate Trust Office
When we refer to corporate trust office with respect to your notes, we mean the office of the Fiscal Agent at which at any
particular time its corporate trust business in New York, New York shall be principally administered, which office as of the
date of this Terms Supplement is located at 60 Wall Street, 27th Floor, Mail Stop NYC60-2710, New York, NY 10005.
Supplemental Provisions Relating To The Notes While In Global Form
In addition to the provisions found under the heading "Clearance and Settlement" found in the accompanying Offering
Circular, the following provisions will apply.
5

Document Outline

#10">Specified Currency
#10">Form of Note
#10">Minimum Denominations
#10">Interest
#10">Interest Payment Dates
#10">Regular Record Dates
#10">Maturity Date
#10">Corporate Trust Office
#10">Supplemental Provisions Relating To The Notes While In Global Form