Obligation Rabobank 5.75% ( US21684AAB26 ) en USD

Rabobank

100.67 % ▲

Pays-Bas

US21684AAB26 ( en USD )

5.75% par an ( paiement semestriel )

30/11/2043

Prospectus brochure de l'obligation Rabobank US21684AAB26 en USD 5.75%, échéance 30/11/2043

250 000 USD

1 250 000 000 USD

21684AAB2

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

01/06/2025 ( Dans 78 jours )

Rabobank est une banque coopérative néerlandaise multinationale spécialisée dans les services financiers pour les secteurs de l'agroalimentaire, des entreprises et des particuliers.

L'obligation Rabobank (ISIN: US21684AAB26, CUSIP: 21684AAB2) émise aux Pays-Bas pour un montant total de 1 250 000 000 USD, avec un prix actuel de marché de 101,8%, offre un taux d'intérêt de 5,75%, une maturité au 30/11/2043, des paiements semestriels, une taille minimale d'achat de 250 000 USD, et est notée BBB+ par S&P et Baa1 par Moody's.

IMPORTANT NOTICE
IMPORTANT: You must read the following before continuing. The following applies to the offering circular following
this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the
offering circular. In accessing the offering circular, 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 CIRCULAR 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 circular is being sent at your request and by accepting the e-mail
and accessing this offering circular, you shall be deemed to have represented to us that you consent to delivery of such
offering circular by electronic transmission.
You are reminded that this offering circular has been delivered to you on the basis that you are a person into whose possession this
offering circular 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 circular to any other person. You will not transmit this offering circular (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 circular 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 Citigroup Global Markets Inc.,
Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., nor, J.P. Morgan Securities 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 circular distributed to you in electronic format and the
hard copy version available to you on request from Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman,
Sachs & Co., or J.P. Morgan Securities LLC.
This offering circular 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.

Offering Circular dated November 25, 2013

Rabobank Nederland
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland),
Utrecht Branch
(a cooperative with limited liability established under the laws of The Netherlands and having its statutory seat in
Amsterdam, The Netherlands)
U.S.$1,750,000,000 4.625% Subordinated Notes due 2023
U.S.$1,250,000,000 5.750% Subordinated Notes due 2043

Issue Price of the 2023 Notes: 99.186%

Issue Price of the 2043 Notes: 98.329%
The U.S.$1,750,000,000 4.625% Subordinated Notes due 2023 (the "2023 Notes") and the U.S.$1.250,000,000 5.750% Subordinated Notes due
2043 (the "2043 Notes" and, together with the 2023 Notes, the "Notes") will be issued by the Utrecht Branch of Coöperatieve Centrale Raiffeisen-
Boerenleenbank B.A. (Rabobank Nederland), a cooperative entity formed under the laws of The Netherlands with its statutory seat in
Amsterdam, The Netherlands (the "Issuer"). The 2023 Notes will bear interest at an interest rate of 4.625% per annum, from (and including)
November 29, 2013 (the "Issue Date") to (but excluding) December 1, 2023, unless previously redeemed, payable semi-annually in arrears and
the 2043 Notes will bear interest at an interest rate of 5.750% per annum, from (and including) the Issue Date to (but excluding) December 1,
2043, unless previously redeemed, payable semi-annually in arrears (as more fully described under "Terms and Conditions of the Notes").
Interest on the 2023 Notes and the 2043 Notes will be payable semi-annually on June 1 and December 1 in each year (each, an "Interest Payment
Date"), commencing on June 1, 2014.
The 2023 Notes will have a final maturity date of December 1, 2023 and the 2043 Notes will have a final maturity date of

December 1, 2043.
Upon the occurrence of a Tax Law Change or a Capital Event (each as defined in "Terms and Conditions of the Notes"), the Notes may be
redeemed (at the option of the Issuer) in whole but not in part in an amount equal to their principal amount, together with any accrued and
unpaid interest.
All payments and deliveries of principal and interest on the Notes will be irrevocably and unconditionally guaranteed on a subordinated basis
(the "Guarantee") by the New York Branch of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (the "Guarantor"), a branch duly
licensed in the State of New York. Notwithstanding the foregoing, under Dutch law, a branch is not a separate legal entity and, therefore, from a
purely Dutch law perspective, the Guarantee provided by the Guarantor for the obligations of the Issuer does not provide a separate means of
recourse.
Pursuant to the exercise of any Statutory Loss Absorption (as defined herein) measures, the Notes could become subject to a determination by
the Relevant Authority (as defined herein) or the Bank (following instructions from the Relevant Authority) that all or part of the principal
amount of the Notes, including accrued but unpaid interest in respect thereof (and the related obligations under the Guarantee) must be written
off or otherwise converted into common equity Tier 1 capital or otherwise be applied to absorb losses. Such determination shall not constitute
an event of default and holders will have no further claims in respect of any amount so written off or otherwise as a result of such Statutory Loss
Absorption.
The denominations of the Notes shall be U.S.$250,000 and integral multiples of U.S.$1,000 in excess thereof. The Notes will be represented by
one or more global notes (collectively, the "Global Notes," and individually, the "Global Note"). The Global Notes will be exchangeable in
certain limited circumstances in whole, but not in part, for Notes in registered, definitive form. The Notes will be governed by Dutch law. See
"Provisions Relating to the Notes in Global Form".
The Notes are expected upon issue to be rated A2, A and A+ by Moody's Investors Service Limited ("Moody's"), Standard & Poor's Credit
Market Services Limited ("Standard & Poor's") and Fitch Ratings Limited ("Fitch"), respectively. A rating is not a recommendation to buy,
sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
THE NOTES AND THE GUARANTEE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED PURSUANT TO THE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS THEREOF CONTAINED IN SECTION 3(A)(2) OF THE SECURITIES ACT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE NOTES CONSTITUTE UNCONDITIONAL, SUBORDINATED LIABILITIES OF THE ISSUER, AND THE GUARANTEE
CONSTITUTES AN UNCONDITIONAL, SUBORDINATED CONTINGENT OBLIGATION OF THE GUARANTOR. THE NOTES AND
THE GUARANTEE ARE NOT BANK DEPOSITS AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT

Joint Lead Managers
Citigroup
Credit Suisse
Goldman, Sachs & Co.
J.P. Morgan

This Offering Circular should be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Important Information - Documents incorporated by reference") and should be read and
construed on the basis that such documents are incorporated in and form part of this Offering Circular.
The Underwriters (as defined herein under "Plan of Distribution") have not independently verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Underwriters as to the accuracy or completeness of the information
contained or incorporated by reference in this Offering Circular or any other information provided by the Issuer in
connection with the Notes.
No person is or has been authorized by the Issuer to give any information or to make any representation not
contained in, or not consistent with, this Offering Circular or any other information supplied in connection with the
Notes and, if given or made, such information or representation must not be relied upon as having been authorized
by the Issuer or any of the Underwriters.
The information contained in this Offering Circular was obtained from the Issuer and other sources that the Issuer
believes to be reliable, but no assurance can be given as to the accuracy or completeness of such information. Each
investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer and of the terms of such Notes.
The contents of this Offering Circular are not to be construed as legal, business or tax advice. Prospective investors
should consult their own attorney, business advisor or tax advisor for legal, business or tax advice.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent
to the date hereof or that any other information supplied in connection with the Notes is correct as of any time
subsequent to the date indicated in the document containing the same. The Underwriters expressly do not undertake
to review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in the
Notes of any information coming to their attention. Investors should review, inter alia, the most recently published
documents incorporated by reference herein (as described in "Important Information - Documents incorporated by
reference") when deciding whether or not to purchase any Notes.
The Notes have not been and will not be registered with, recommended, approved or disapproved by the United
States Securities and Exchange Commission ("SEC") or any federal or state securities commission or regulatory
authority. Rather, the Notes are being offered in reliance upon an exemption provided by Section 3(a)(2) of the
Securities Act. Furthermore, the foregoing authorities have not passed upon the accuracy or determined the
adequacy of this Offering Circular. Any representation to the contrary is a criminal offense.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT A REGISTRATION
STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE
NEW HAMPSHIRE REVISED STATUTES (THE "RSA") WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW
HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B OF THE RSA IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT
THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER,
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
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

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IN TEXAS AND EACH UNDERWRITER HAS AGREED THAT IT WILL NOT DISTRIBUTE THIS
OFFERING CIRCULAR 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.
Unless the context otherwise requires, references in this Offering Circular to "Rabobank Nederland" or the
"Bank" are to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., and references to "Rabobank Group",
"Rabobank" or the "Group" are to Rabobank Nederland and its members, subsidiaries and affiliates. This
Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in jurisdictions other
than the United States of America (the "United States"). The Issuer and the Underwriters do not represent that this
Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action
has been taken by the Issuer or any of the Underwriters which would permit a public offering of any Notes or
distribution of this document in any jurisdiction where action for that purpose is required other than the United
States. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor
any advertisement or other offering material may be distributed or published in any such jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession or control this Offering Circular or any Notes may come must inform themselves about, and observe,
any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes.
Unless otherwise specified or the context requires, all references in this document to "U.S. dollars," "U.S.$",
"USD" and "$" refer to the currency of the United States. All 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.
All figures in this Offering Circular have not been audited, unless stated otherwise. Such figures are internal figures
of Rabobank Nederland or Rabobank Group (as defined hereafter).

3

TABLE OF CONTENTS
RISK FACTORS ................................................................................................................................................ 5
IMPORTANT INFORMATION ........................................................................................................................20
FORWARD-LOOKING STATEMENTS ..........................................................................................................21
SUMMARY ......................................................................................................................................................22
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................26
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ..................................................39
DESCRIPTION OF BUSINESS OF RABOBANK GROUP ...........................................................................42
RABOBANK GROUP STRUCTURE ..............................................................................................................55
THE NEW YORK BRANCH ...........................................................................................................................58
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS...........................................................................................................................59
SELECTED FINANCIAL INFORMATION ....................................................................................................94
RISK MANAGEMENT* ..................................................................................................................................98
GOVERNANCE OF RABOBANK GROUP ..................................................................................................108
REGULATION OF RABOBANK GROUP ....................................................................................................120
CAPITALIZATION OF RABOBANK GROUP .............................................................................................130
USE OF PROCEEDS ......................................................................................................................................131
BENEFIT PLAN INVESTOR CONSIDERATIONS ......................................................................................132
TAXATION .....................................................................................................................................................134
PLAN OF DISTRIBUTION ...........................................................................................................................139

4

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfill its obligations under the Notes.
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 Notes
are also described below.
The Issuer believes that the factors described below represent the principal 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.
Capitalized terms used herein shall, unless otherwise defined, have the same meanings as in the terms and
conditions of the Notes. See "Terms and Conditions".
Factors that may affect the Issuer's ability to fulfill its obligations under the Notes
Business and general economic conditions
The profitability of Rabobank Group could be adversely affected by a worsening of general economic
conditions in the Netherlands and/or globally. Banks are still facing persistent turmoil in financial markets
following the European sovereign debt crisis that arose in the first half of 2010 and has continued in 2013. In
2012, the Dutch economy contracted more than foreseen at the beginning of the year and was characterized
by a drop in consumer spending, rising unemployment, falling house prices and a lack of business investment.
These factors have resulted in reduced borrowing and interest rates, and increases in impaired loans. 2013 has
been, and will be, another difficult year for the Dutch economy, as structural reform in the Dutch economy
and throughout Europe has led to higher unemployment, lower household purchasing power and low business
investment. 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.
In 2012, interest rates declined further to historic lows and have remained low in 2013. Persistent low interest
rates, or even negative 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 fees and commissions and interest. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations--Factors affecting results of operations--
General market conditions". Continuing volatility in the financial markets or a protracted economic downturn
in the Netherlands or Rabobank Group's other major markets could have a material adverse effect on
Rabobank Group's results of operations.
Credit risk
Credit risk is defined as the risk that the bank will suffer economic losses because a counterparty cannot fulfill
its financial or other contractual obligations arising from a credit contract. A "credit" is each legal

5

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

Operational risk
As a risk type, operational risk has acquired its own distinct position in the banking world. It is understood to
mean "the risk of losses resulting from inadequate or failed internal processes, people or systems or from
external events". Events of recent decades in modern international banking have shown on several occasions
that ineffective control of operational risks can lead to substantial losses. Under the Basel II accord, banks
must hold capital for this risk. Examples of operational risk incidents are highly diverse: fraud, claims relating
to inadequate products, inadequate documentation, losses due to poor occupational health and safety
conditions, errors in transaction processing, non-compliance with the law and system failures. The occurrence
of any such incidents could have a material adverse effect on Rabobank Group's results of operations.
Legal risk
Rabobank Group is subject to a comprehensive range of legal obligations in all countries in which it operates.
As a result, Rabobank Group is exposed to many forms of legal risk, which may arise in a number of ways.
Rabobank Group faces risk where legal proceedings are brought against it. Regardless of whether such claims
have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss.
Defending legal 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. On October 29, 2013, Rabobank entered
into settlements totaling approximately 774 million with the Dutch Central Bank, Dutch Public Prosecutor
("DPP"), United Kingdom Financial Conduct Authority ("FCA"), United States Commodity Futures Trading
Commission ("CFTC"), United States Department of Justice ("DOJ") and Japanese Financial Services
Agency ("JFSA"), in connection with their investigations into Rabobank's historical London Interbank
Offered Rate ("LIBOR") and Euro Interbank Offered Rate ("EURIBOR") submission processes. See
"Description of Business of Rabobank Group Legal Proceedings." Failure to manage legal 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.
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 materializing, 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.
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
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.

7

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, recovery and resolution powers 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; changes and rules in competition and
pricing environments; developments in the financial reporting environment; stress-testing exercises to which
financial institutions in general, and Rabobank Group in particular, are subject; implementation of conflicting
or incompatible regulatory requirements in different jurisdictions relating to the same products or
transactions; or unfavorable 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 authorizations to operate.
As of October 1, 2012, the Dutch government introduced a banking tax for all entities that are authorized to
conduct banking activities in the Netherlands. The tax is based on the amount of the total liabilities on the
balance sheet of the relevant bank as at the end of such bank's preceding financial year, with exemptions for
equity, deposits that are covered by a guarantee scheme and for certain liabilities relating to insurance
business. The levy on short-term funding liabilities is twice as high as the levy on long-term funding
liabilities. In 2012, Rabobank Group was responsible for 196 million of the 600 million tax.
On February 1, 2013, the Dutch state nationalized the Dutch banking and insurance group SNS Reaal. To
finance this operation, a special, one-off resolution levy of 1 billion will be imposed on banks based in the
Netherlands. Rabobank's share of the resolution levy will be approximately 320 million and will have an
adverse effect on Rabobank's results of operations in 2014. If further financial institutions are bailed out,
additional taxes or levies could be imposed, which may have a material adverse effect on Rabobank's results
of operations.
Moreover, in 2015, a new way of financing the Dutch Deposit Guarantee Scheme, 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 fund will be 1% of total guaranteed deposits in the Netherlands, or 4 billion.
Each bank will be required to pay a base premium of 0.0167% 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. This was
originally planned to be introduced in 2012. However, the introduction of the new financing method was first
postponed to July 1, 2013 and, following the nationalization of SNS Reaal, it has been postponed by a further
two years. 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
institutions with an established link to one of the 11 participating member states. These participating member
states are Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain.
The financial transactions tax would be assessed on a transaction either if one of the parties is established in
one of the 11 participating member states or if the transaction involves financial instruments issued in one of
the 11 participating member states. If the proposal is implemented, Rabobank Group may be required to pay
the financial transactions tax on certain transactions in financial instruments. The proposal requires further
approval by the European Council, and will require consultation with other European Union institutions
before it may be implemented by the participating member states. Currently the proposal is still under
discussion, given broad opposition in a number of countries as well as outstanding legal issues. The Dutch

8

Parliament has not adopted the proposal, but may do so in the future. The financial transactions tax, if
implemented, may have a material adverse effect on Rabobank's results of operations.
As of July 1, 2013, a personal mortgage loan may not be higher than 290,000 to be eligible for being secured
by the Dutch Homeownership Guarantee Fund (Stichting Waarborgfonds Eigen Woningen or "WEW"), an
institution that was founded by the Dutch government in 1993, through the National Mortgage Guarantee
Scheme (Nationale Hypotheek Garantie or "NHG"). As of July 1, 2014, this maximum will be reduced to
265,000.
In 2013, the tax deductibility of mortgage loan interest payments for Dutch homeowners has been restricted.
As of January 1, 2013, interest payments on new mortgage loans can only be deducted, if the loan amortizes
within 30 years on a linear or annuity basis. Moreover, the maximum permissible amount of a residential
mortgage has been reduced from 106% to 105% of the value of the property. This maximum will be further
reduced (by 1% each year) to 100% in 2018. 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 July 21, 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 will
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 CFTC and the
Financial Stability Oversight Council (the "FSOC"), an institution that was established by the Dodd-Frank
Act. Many of the implementing rules have been finalized or proposed, but, in general, significant uncertainty
remains about the final details, timing and impact of rules. This rulemaking process is still ongoing and will
last some more years. Uncertainty remains about the final details, timing and impact of the rules that have not
been finalized yet, although implementation of many key aspects of the Dodd-Frank Act is ongoing. The
Dodd-Frank Act provides for new or enhanced regulations regarding, among other things: (i) systemic risk
oversight, (ii) bank capital standards, (iii) the resolution of failing systemically significant financial
institutions, (iv) OTC derivatives, (v) the ability of banking entities to engage in proprietary trading activities
and invest in hedge funds and private equity (the so-called "Volcker Rule") and (vi) consumer and investor
protection. The further implementation of the Dodd-Frank Act and related final regulations 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.
In the United Kingdom, the Independent Commission on Banking, chaired by Mr John Vickers, released its
Final Report on September 12, 2011. This report recommends that the retail banking activities of banks in the
United Kingdom should be structurally separated, by a "ring-fence", from wholesale banking and investment
banking activities. A similar recommendation was made at EU level in the final report (the "Liikanen
Report"), published on October 2, 2012, of the High-level Expert Group on reforming the structure of the EU
banking sector under the chair of Mr. Erkki Liikanen. In November 2012, the Dutch government established a
committee, the `Commissie Structuur Nederlandse banken', chaired by Mr. Herman Wijffels, to investigate
the applicability of the Liikanen Report to the Dutch banking sector and the manner in which a defaulting
bank might be split up and resolved. The committee delivered its final report on June 28, 2013. The Dutch
Parliament still has to decide on how to implement the recommendations included in the Wijffels-report.
Adopting the full recommendations in the Wijffels report could have a material adverse effect on Rabobank
Group's results of operations.
The impact of future regulatory requirements such as Basel III, the Capital Requirements Directive and
Regulation, sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the "Code"
and such sections of the Code being commonly referred to as "FATCA"), the framework recovery plan, the

9

Document Outline

#2">Rabobank Nederland Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland), Utrecht Branch
#2">(a cooperative with limited liability established under the laws of The Netherlands and having its statutory seat in Amsterdam, The Netherlands)
#27">1 Definitions
#30">2 Form, Denomination and Title
#31">3 Definitive Notes
#31">Security entitlements in respect of Notes represented by one or more Global Notes deposited with and registered in the name of DTC or its nominee will be exchangeable for Notes represented by certificates delivered to and registered in the name of the...
#31">Any security certificate issued under the circumstances described in the preceding paragraph will be transferable in whole or in part in an authorized denomination upon the surrender of such security certificate, together with the form of transfer end...
#31">4 Guarantee
#33">5 Status and Subordination
#34">6 Interest
#34">7 Redemption and Purchase
#35">8 Payments
#36">9 Events of Default
#36">10 Taxation
#37">11 Prescription
#37">12 Replacement of Notes
#37">If Definitive Notes are printed, any Definitive Note that is lost, stolen, mutilated, defaced or destroyed may be replaced, subject to applicable laws and regulations, at the specified office of the Fiscal Agent upon payment by the claimant of the fee...
#37">13 Meetings of Holders, Modification and Waiver
#38">14 Notices
#38">15 Further Issues
#38">16 Agents
#39">17 Governing Law
#39">18 Jurisdiction
#145">Rabobank Nederland Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland), Utrecht Branch
#145">U.S.$1,750,000,000 4.625% Subordinated Notes due 2023
#145">U.S.$1,250,000,000 5.750% Subordinated Notes due 2043
#145">____________________
#145">____________________