Obligation Rabobank 3.95% ( US21685WDF14 ) en USD

Société émettrice Rabobank
Prix sur le marché 100 %  ▼ 
Pays  Pays-Bas
Code ISIN  US21685WDF14 ( en USD )
Coupon 3.95% par an ( paiement semestriel )
Echéance 09/11/2022 - Obligation échue



Prospectus brochure de l'obligation Rabobank US21685WDF14 en USD 3.95%, échue


Montant Minimal 250 000 USD
Montant de l'émission 1 500 000 000 USD
Cusip 21685WDF1
Notation Standard & Poor's ( S&P ) BBB+ ( Qualité moyenne inférieure )
Notation Moody's Baa1 ( Qualité moyenne inférieure )
Description détaillée 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 émise par Rabobank ( Pays-Bas ) , en USD, avec le code ISIN US21685WDF14, paye un coupon de 3.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/11/2022

L'Obligation émise par Rabobank ( Pays-Bas ) , en USD, avec le code ISIN US21685WDF14, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Rabobank ( Pays-Bas ) , en USD, avec le code ISIN US21685WDF14, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).







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 Credit Suisse Securities (USA)
LLC, Goldman, Sachs & Co., J.P. Morgan Securities LLC, nor Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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 Credit Suisse Securities (USA) LLC, Goldman, Sachs
& Co., J.P. Morgan Securities LLC, or Merrill Lynch, Pierce, Fenner & Smith Incorporated.
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.


This Canadian Offering Memorandum constitutes an offer of these securities only in those jurisdictions and to those persons
where and to whom they may be lawfully offered for sale, and 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.
CANADIAN OFFERING MEMORANDUM
DATED NOVEMBER 2, 2012
Rabobank Nederland
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank Nederland), Utrecht Branch
(the "Issuer")
Private Placement in Canada of
U.S.$1,500,000,000 3.950% Subordinated Notes due 2022
(the "Securities")
THE OFFERING
The Securities are being offered in Canada in the Province of Ontario as part of an offering that is being made in one
or more other countries (the "Offering"). The Offering is described fully in the attached prospectus or offering
circular (the "Offering Document"), the full text of which is included in this Canadian Offering Memorandum and
forms a part of it. The Offering Document may be supplemented by one or more documents sent to you by the
dealers acting as underwriters, initial purchasers or selling agents (the "Dealers") concerning the Offering, which
may include a final term sheet containing pricing and other related information ("Supplementary Material"). The
term Supplementary Material does not include the contents of any electronic roadshow for the Offering and, if the
Offering is registered under the U.S. Securities Act of 1933, as amended, the term Supplementary Material only
includes those documents filed with the U.S. Securities and Exchange Commission as a free writing prospectus.
The full text of all Supplementary Material, 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 Supplementary Material. The definitions in the Offering Document (except as otherwise stated)
apply throughout this Canadian Offering Memorandum.
RELATIONSHIP BETWEEN THE DEALERS OR CERTAIN OF THEIR AFFILIATES AND THE
ISSUER
In the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad
array of investments and actively trade debt and equity securities (or related derivative securities) and
financial instruments (including bank loans) for their own account and for the accounts of their customers.
Such investments and securities activities may involve securities and/or instruments of the Issuer or the
Issuer's affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuer or
the Issuer's affiliates routinely hedge their credit exposure to the Issuer consistent with their customary risk
management policies. Typically, the Dealers and their affiliates would hedge such exposure by entering into
transactions which consist of either the purchase of credit default swaps or the creation of short positions in
securities, including potentially the Securities. Any such short positions could adversely affect future trading
prices of the Securities. The Dealers and their affiliates may also make investment recommendations and/or
publish or express independent research views in respect of such securities or financial instruments and may
hold, or recommend to clients that they acquire, long and/or short positions in such securities and
instruments. Accordingly, the Issuer may be considered a "related" or "connected" issuer of one or more of


the dealers for the purposes of applicable Canadian securities laws. For more information see the section
titled "Plan of Distribution" in the accompanying Offering Document. The decision to offer the Securities
was made solely by the Issuer and the terms upon which the Securities are being offered were determined by
negotiation between the Issuer and the Dealers. The Issuer is currently in compliance with its credit facilities
with the Dealers, and no breach thereof has been waived by any of the relevant Dealers or their affiliates
since the execution of such facilities.
ADDITIONAL INFORMATION ABOUT THIS CANADIAN OFFERING MEMORANDUM
If the attached Offering Document remains subject to completion or amendment, this Canadian Offering
Memorandum similarly remains subject to completion or amendment. The Offering is being made exclusively
through this Canadian Offering Memorandum and not through any advertisement of the Securities. No person has
been authorized to give any information or to make any representation other than those contained or incorporated by
reference into in this Canadian Offering Memorandum and any decision to purchase Securities should be based
solely on information contained or incorporated by reference in this document.
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 Canada will be made on a basis which is exempt from
the prospectus requirements of Canadian securities laws.
Any resale of the Securities must be made in accordance with, or pursuant to an exemption from, or in a transaction
not subject to, the prospectus requirements of those laws. In addition, in order to comply with the dealer registration
requirements of Canadian securities laws, any resale of the Securities must be made either by a person not required
to register as a dealer under applicable Canadian securities laws, or through an appropriately registered dealer or in
accordance with an exemption from the dealer registration requirements. 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 Securities.
REPRESENTATIONS AND AGREEMENT BY PURCHASERS
Each purchaser of Securities in Canada will be deemed to have represented to the Issuer, any selling securityholder
(if applicable) and the Dealer participating in the sale of the Securities that the purchaser:
(a)
is resident in the Province of Ontario and is entitled under applicable provincial securities laws to
purchase the Securities without the benefit of a prospectus qualified under those securities laws;
(b)
is basing its investment decision solely on this Canadian Offering Memorandum (including the
Offering Document forming part of it and any Supplementary Material subsequently deemed to be
incorporated by reference) and not on any other information concerning the Issuer or the Offering;
(c)
has reviewed and acknowledges the terms referred to above under the heading "Resale
Restrictions";
(d)
is an "accredited investor" as defined in 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 a "Canadian permitted client" as defined in National Instrument 31-103 Registration
Requirements and Exemptions ("NI 31-103"), or as otherwise interpreted and applied by the
Canadian Securities Administrators, which includes, among other things: (i) a person or company,
other than an individual or an investment fund, that has net assets of at least Cdn. $25 million as
shown on its most recently prepared financial statements; (ii) an individual who beneficially owns
financial assets (being cash, securities, contracts of insurance, deposits, or evidence of a deposit)
having an aggregate realizable value that, before taxes but net of any related liabilities, exceeds
Cdn. $5 million; and (iii) a person or company acting on behalf of a managed account which is
- 2 -


managed by that person or company, if it is registered or authorized to carry on business as an
adviser or the equivalent under the securities legislation of any province or territory of Canada, or
the securities legislation of any other country; and
(f)
is either purchasing Securities as principal for its own account, or is deemed to be purchasing
Securities as principal by applicable law.
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.
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 its name and other specified information, including
the number of Securities it has purchased, may be disclosed to Canadian securities regulatory authorities and
become available to the public in accordance with the requirements of applicable laws. 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
will be delivered to the Ontario Securities Commission (the "OSC") and that such personal information is being
collected indirectly by the OSC under the authority granted to it in securities legislation for the purposes of the
administration and enforcement of the securities legislation of Ontario. By purchasing these Securities, the purchaser
shall be deemed to have authorized such indirect collection of personal information by the OSC. Questions about
such indirect collection of personal information should be directed to the OSC's Administrative Support Clerk, 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)
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 right of action referred to in Section 130.1 of the Securities Act (Ontario)
("Section 130.1") is applicable unless the prospective purchaser is:
(a)
a Canadian financial institution, meaning either:
(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),
- 3 -


(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 plaintiff 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 Dealers 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 Dealers may be situated outside of Canada; and
(iii) there may be difficulty enforcing legal rights against the Dealers for these reasons.
- 4 -


Offering Circular dated November 2, 2012
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.$1,500,000,000 3.950% Subordinated Notes due 2022
Issue Price of the Notes: 99.869%
The U.S.$1,500,000,000 3.950%. Subordinated Notes due 2022 (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 Notes will bear interest at an interest rate of 3.950%. per annum, from (and
including) November 9, 2012 (the "Issue Date") to (but excluding) November 9, 2022, unless previously redeemed, payable semiannually in
arrears (as more fully described under "Terms and Conditions of the Notes"). Interest will be payable semiannually on May 9 and
November 9 in each year (each, an "Interest Payment Date"), commencing on May 9, 2013.
The Notes will have a final maturity date of November 9, 2022. 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 AA- 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
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 certain risks. See the section entitled "Risk Factors".
Joint Lead Managers
BofA Merrill Lynch
Credit Suisse
Goldman, Sachs & Co.
J.P. Morgan
A15710675


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
A15710675
2


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).
A15710675
3


TABLE OF CONTENTS
RISK FACTORS ................................................................................................................................................ 5
IMPORTANT INFORMATION....................................................................................................................... 19
FORWARD-LOOKING STATEMENTS ......................................................................................................... 20
SUMMARY ..................................................................................................................................................... 21
TERMS AND CONDITIONS OF THE NOTES ............................................................................................. 25
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ................................................. 38
DESCRIPTION OF BUSINESS OF RABOBANK GROUP .......................................................................... 41
RABOBANK GROUP STRUCTURE............................................................................................................. 53
THE NEW YORK BRANCH .......................................................................................................................... 56
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.......................................................................................................................... 57
SELECTED FINANCIAL INFORMATION ................................................................................................... 96
RISK MANAGEMENT................................................................................................................................... 99
GOVERNANCE OF RABOBANK GROUP..................................................................................................107
REGULATION OF RABOBANK GROUP....................................................................................................123
CAPITALIZATION OF RABOBANK GROUP.............................................................................................133
USE OF PROCEEDS......................................................................................................................................134
BENEFIT PLAN INVESTOR CONSIDERATIONS......................................................................................135
TAXATION.....................................................................................................................................................137
PLAN OF DISTRIBUTION ...........................................................................................................................142
A15710675
4


RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent 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 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. Moreover, renewed tensions
surrounding Iran's nuclear programme, associated with the release of a new report of the International Atomic
Energy Agency in November 2011, and the continuing social unrest (which started in the beginning of 2011)
in certain Middle Eastern countries, particularly Syria, may also cause adverse economic effects which may
adversely impact the Rabobank Group. 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. For example, an economic downturn, or significantly higher interest rates, 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, the market downturn and worsening of the
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 fulfil
its financial or other contractual obligations arising from a credit contract. A "credit" is each legal
relationship on the basis of which Rabobank, in its role as financial service 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.
A15710675
5


Document Outline