Obligation Rabobank 4% ( XS0451037062 ) en GBP

Rabobank

100 % ⇌

Pays-Bas

XS0451037062 ( en GBP )

4% par an ( paiement annuel )

10/09/2015 - Obligation échue

Prospectus brochure de l'obligation Rabobank XS0451037062 en GBP 4%, échue

1 000 GBP

1 650 000 000 GBP

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 GBP, avec le code ISIN XS0451037062, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/09/2015

Rabobank
Coöperatieve Rabobank U.A.
(Chamber of Commerce registration number 30046259)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve Rabobank U.A. Australia Branch
(Australian Business Number 70 003 917 655)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve Rabobank U.A. New Zealand Branch
(New Zealand Business Number 9429038354397)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)

REGISTRATION DOCUMENT
This document constitutes a registration document, as supplemented from time to time (the "Registration
Document") for the purpose of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") in relation
to Coöperatieve Rabobank U.A. ("Rabobank") and has been drawn up in accordance with Annexes 6 and 7 of the
Commission Delegated Regulation (EU) 2019/980 as amended. References herein to the "Issuer" shal mean
Rabobank acting through its head office or through Rabobank Australia Branch or Rabobank New Zealand Branch
(each as defined within), as the context so requires. The respective Securities Note (as defined below) will specify, in
addition to Rabobank acting through its head office, which branch will act as Issuer under a Base Prospectus (as
defined below).

This Registration Document has been approved by the Netherlands Authority for the Financial Markets (the
"AFM") on 15 May 2024 in its capacity as competent authority pursuant to Article 20 of the Prospectus Regulation.
Together with any securities note for non-equity securities, as supplemented or replaced from time to time (each a
"Securities Note") of the Issuer, in each case, this Registration Document forms part of any prospectus of the Issuer
consisting of separate documents within the meaning of the Prospectus Regulation in respect of the relevant securities
(this Registration Document together with the respective Securities Note, in each case the "Base Prospectus"). The
AFM only approves this Registration Document as meeting the standards of completeness, comprehensibility
and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an
endorsement of the Issuer that is the subject of this Registration Document. This Registration Document is valid
for a period of twelve months from the date of its approval.

Investors should have regard to the risk factors described under the section headed "Risk Factors"
in this Registration Document and in any Securities Note this Registration Document forms part of. This
Registration Document does not describe all of the risks regarding the Issuer, but the Issuer believes that all
material and specific risks relating to it have been described.

The date of this Registration Document is 15 May 2024.

TABLE OF CONTENTS

Page
RISK FACTORS ......................................................................................................................................... 3
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 24
SUPPLEMENTARY PROSPECTUS ......................................................................................................... 25
IMPORTANT INFORMATION ................................................................................................................... 26
DESCRIPTION OF BUSINESS OF RABOBANK GROUP ....................................................................... 29
STRUCTURE AND GOVERNANCE OF RABOBANK GROUP ................................................................ 40
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .................................................................................................................................. 44
SELECTED FINANCIAL INFORMATION ................................................................................................. 74
RISK MANAGEMENT .............................................................................................................................. 79
GOVERNANCE OF RABOBANK GROUP ............................................................................................... 90
REGULATION OF RABOBANK GROUP .................................................................................................. 97
CAPITALISATION AND INDEBTEDNESS OF RABOBANK GROUP .................................................... 114
RABOBANK AUSTRALIA BRANCH ....................................................................................................... 117
RABOBANK NEW ZEALAND BRANCH ................................................................................................. 118
GENERAL INFORMATION ..................................................................................................................... 119

2

Risk Factors
RISK FACTORS

Prospective investors in any securities issued by the Issuer should carefully consider the risk factors
associated with the business of Rabobank and the industry in which it operates together with all other
information contained in this Registration Document and should also read the detailed information set out
elsewhere in the Base Prospectus (comprising this Registration Document and the respective Securities
Note) (including any documents deemed to be incorporated by reference herein) and reach their own views
prior to making any investment decision.
Any of the risks described below could have a material adverse effect on the business activities,
financial condition, results and prospects of Rabobank as well as Rabobank's reputation and thereby
potentially affect Rabobank's ability to fulfil its obligations in respect of securities issued or guaranteed by
it. Although the Issuer believes that the risks described below are the material risks presently known,
additional risks not currently known to the Issuer or that the Issuer now views as immaterial may also have
a material adverse effect on the Issuer's future business, financial condition, results of operations and
prospects or affect an investment in securities issued by the Issuer. Whilst the most material risk factors
have been presented first within each category, the order in which the remaining risks are presented is not
necessarily an indication of the likelihood of the risks actually materialising, of the potential significance of
the risks or of the scope of any potential negative impact to the Issuer's business, financial condition,
results of operations and prospects. The Issuer may face a number of these risks described below
simultaneously and some risks described below may be interdependent, as described further in each of
the risk factors below (where relevant). Whilst the risk factors below have been divided into categories,
some risk factors could belong in more than one category and prospective investors should carefully
consider all of the risk factors set out in this section and elsewhere in the Base Prospectus (comprising
this Registration Document and the respective Securities Note) (including any documents deemed to be
incorporated by reference herein). Where a risk factor could belong in more than one category, such risk
factor is included in the category that is most appropriate for it.
Section A: Risks related to the Issuer's financial position
1
Rabobank faces substantial liquidity & funding risk
Liquidity and funding risk is defined as the risk that Rabobank is not able to meet expected and
unexpected cash flows and collateral needs without affecting either daily operations or the financial stability
of the bank. The level of risk is bounded by the funding and liquidity risk management framework. The
liquidity ambition is to protect Rabobank, especially in times of stress, and to optimize the liquidity buffer
costs. Rabobank seeks to maintain sufficient buffers to provide liquidity under both a stressed and non-
stressed environment and to uphold a solid market reputation in order to draw additional liquidity from other
market participants in case of need.
The liquidity management profile is supported by requirements to maintain a stable funded balance
sheet, sufficient and high-quality liquidity buffers, a diversified funding profile and a limited structural
currency mismatch. The liquidity risk policy focuses on financing assets using stable funding consisting of
funds entrusted by customers and long-term wholesale funding. Rabobank takes various measures to
avoid becoming overly dependent on a single source of wholesale funding. These include the
diversification of financing sources regarding products, maturity profile, currencies, investors, geography,
and markets, a high degree of unsecured funding (and therefore limited asset encumbrance), and an active
and consistent investor relations policy. However, should the liquidity management framework or any of
these measures be ineffective, this could have a material adverse effect on the Group's business, financial
condition and results of operations.

3

Risk Factors
Rabobank's primary source of funding is customer deposits (FY 2023: 391.4 bil ion; FY 2022: 396.5
billion) followed by wholesale funding (FY 2023: 133.4 bil ion; FY 2022: 124.4 billion). Customer deposits
are, generally speaking, volatile by nature and therefore no clear predictions can be made as to their
amounts. Given that Rabobank's funding requirements are greater than the amount of customer deposits,
Rabobank is also reliant on wholesale funding to fund its balance sheet, which requires access to capital
and money markets. Access to wholesale funding may be negatively affected by concerns about
Rabobank's credit strength or a downgrade of any of its credit ratings. Access can also be influenced by
concerns about the market segments in which Rabobank is active or by a general market disruption.
Rabobank alongside its peers is facing numerous existing and new challenges that may have an impact
on its results as well as funding and liquidity position, including, among other things, extensive regulation
for banks, reduction in surplus liquidity (e.g., targeted longer-term refinancing operations "TLTRO"),
inflation and interest rate increases, geopolitical tensions, potential market volatility and/or disruptions,
climate risks (including the nitrogen discussion in the Netherlands), cyber risks, and competition from new
(digital) non-banks.
Rabobank's wholesale funding strategy might be impacted by the factors described above. If Rabobank
fails to achieve its wholesale funding strategy this may result in higher funding and refinancing costs in the
capital and money markets, which may also affect or effectively limit access to these markets. Likewise,
the above-mentioned factors may also adversely affect Rabobank's retail and other customer deposit
funding positions. This could have an adverse effect on the Group's business, financial condition and
results of operations.
2
Rabobank is subject to significant exposure to systemic risk
The Group could be negatively affected by the weakness or the perceived weakness of other financial
institutions, which could result in significant systemic liquidity problems, losses or defaults by other financial
institutions and counterparties. This risk is sometimes referred to as `systemic risk' and may adversely
affect financial institutions as well as financial intermediaries, such as clearing agencies, clearing houses,
banks, securities firms and exchanges with whom the Group interacts on a daily basis. Concerns about,
or a default by, a financial institution could lead to significant liquidity problems and losses or defaults by
other financial institutions, since the commercial and financial soundness of many financial institutions is
closely related and inter-dependent as a result of credit, trading, clearing and other relationships. Any
perceived lack of creditworthiness of a counterparty may lead to market-wide liquidity problems and losses
for the Group. Concerns about the creditworthiness of sovereigns and financial institutions in Europe and
the United States exist. The large sovereign debts or fiscal deficits of a number of European countries and
the United States go hand in hand with concerns regarding the financial condition of financial institutions.
Banks typically hold large amounts of (national) sovereign debt instruments for liquidity, securities' finance
and collateral management purposes. As a result, changes affecting the value of these debt instruments
affect financial institutions directly. Increased debt financing by sovereigns ultimately would lead to higher
debt financing, rating adjustments and will likely have a negative impact on banks. The Group is exposed
to the financial institutions industry, including sovereign debt securities, banks, financial intermediation
providers and securitised products. Although the recent examples of failing banks have had limited impact
on the Group, such developments are being monitored. Due to the Group's exposure to the financial
industry, it also has exposure to shadow banking entities, which are entities that carry out one or more
credit intermediation activities, and which are not subject to prudential supervision that is at least equivalent
in quality to the standards applied in the EU. Shadow banking exposures and the risks thereof are
identified, monitored and reported as part of the credit risk management framework. In managing these
exposures, Rabobank sets an aggregate limit thereon relative to its eligible capital. However, if the Group
is unable to properly identify and monitor its shadow banking exposure, maintain an adequate framework,
or ensure effective reporting and governance, any of the above-mentioned consequences of systemic risk

4

Risk Factors
could have an adverse effect on the Group's ability to raise new funding, its business, financial condition
and results of operations.
3
Rabobank is exposed to the risk of a credit rating downgrade of any of its credit ratings
Rabobank's access to capital and money markets is dependent on its credit ratings. The Group's credit
ratings could be negatively affected by a number of factors that can change over time, including a credit
rating agency's assessment of the Group's strategy and management's capability; its financial condition
including in respect of profitability, asset quality, capital, funding and liquidity; the legal and regulatory
frameworks applicable to the Group's legal structure and business activities; changes in rating
methodologies; the competitive environment, political and economic conditions in the Group's key markets.
A downgrading, an announcement of a potential downgrade in its credit ratings or a withdrawal of its credit
rating, or a deterioration in the market's perception of the Group's financial position could significantly affect
the Group's access to money markets, reduce the size of its deposit base and trigger additional collateral
or other requirements in derivatives contracts and other secured funding arrangements or the need to
amend such arrangements, which could adversely affect the Group's cost of funding, its access to capital
markets and lead to higher refinancing costs and could limit the range of counterparties willing to enter into
transactions with the Group. In addition, it might even limit access to these respective markets, and
adversely affect Rabobank's competitive position. This could have a material adverse effect on Rabobank's
prospects, business, financial condition and results of operations.
4
Rabobank is exposed to credit risks, which could result in economic losses
Rabobank is exposed to credit risk arising from third parties that owe money, securities or other
assets. These parties include customers, issuers whose securities are being held by an entity within
Rabobank, trading counterparties, counterparties under swaps and credit and other derivative contracts,
clearing agents, exchanges, clearing houses and other financial intermediaries. The credit quality of the
Group's borrowers and other counterparties is impacted by prevailing economic and market conditions
(including rising interest rates and inflation), geopolitical developments (including rising energy costs and
supply chain disruptions) and by the legal and regulatory landscape in the relevant market and any
deterioration in such conditions or changes to legal or regulatory landscapes could worsen borrower and
counterparty credit quality and consequently impact the Group's ability to enforce contractual security
rights. These parties may default on their obligations to Rabobank due to bankruptcy, lack of liquidity,
downturns in the economy or real estate values, operational failure or other reasons and could have an
adverse effect on Rabobank's business, financial position and results of operations. Any such defaults will
reflect the adequacy of Rabobank's credit provisions. These provisions relate to the possibility that a
counterparty may default on its obligations which arise from lending or other financial transactions. If future
events or the effects thereof do not fall within any of the assumptions, factors or assessments used by the
Group to determine its credit provisions, these provisions could be inadequate. Inadequate provisions and
economic losses in general have a material adverse effect on Rabobank's business, financial condition
and results of operations.
5
Rabobank's business is primarily concentrated in the Netherlands

Rabobank generates a large part of its profit in the Netherlands (in 2023, 78 per cent. of its operating
profit before tax was derived from its operations in the Netherlands) and therefore is particularly exposed
to the economic, political and social conditions in the Netherlands. Economic conditions in the Netherlands
may be negatively influenced by conditions in the global financial markets and economy. Following growth
of 2.0 per cent. in 2019, Dutch gross domestic product ("GDP") decreased by 3.9 per cent. in 2020 and
increased by 4.9 per cent. in 2021, which was driven by the economic rebound and containment measures
related to COVID-19. GDP grew by 4.5 per cent. in 2022, despite high inflation and energy prices, rising
interest rates and low consumer confidence and grew 0.1 per cent. in 2023 which is sharply lower than in

5

Risk Factors
2022 mainly caused by the downturn in global trade and the European Central Bank ("ECB") monetary
policy needed to counter the high inflation levels. Any deterioration or merely a long-term persistence of a
difficult economic environment in the Netherlands could negatively affect the demand for products and
services of Rabobank, as well as the credit risk of its borrowers. In addition to the Netherlands, Rabobank
is active in 36 countries, including, among others, Australia, New Zealand, the United States and Brazil. In
addition, Rabobank is generally exposed to transfer and/or collective debtor risk outside of the
Netherlands. Transfer risk relates to the possibility of foreign governments placing restrictions on funds
transfers from debtors in that country to creditors abroad. Collective debtor risk relates to the situation in
which a large number of debtors in a country cannot meet their commitments for the same reason (e.g.
war, political and social unrest or natural disasters, but also government policy that does not succeed in
creating macroeconomic and financial stability). Unpredictable and unexpected events which increase
transfer risk and/or collective debtor risk could have a material adverse effect on Rabobank's business,
financial condition and results of operations.
6
Conditions in the global financial markets and economy could have a material adverse effect
on the Group's business, financial condition and results of operations
The profitability of the Group could be adversely affected by a downturn in general economic
conditions in the Netherlands or globally. Financial markets are volatile. Factors such as actions by central
banks, 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 the Group. Further, geopolitical tensions,
terrorism and armed conflicts may have an adverse impact on Rabobank's financial results or its business.
An economic downturn, or significantly higher interest rates for customers, could adversely affect
the credit quality of the Group's assets by increasing the risk that a greater number of its customers would
be unable to meet their obligations. Moreover, a market downturn in the Dutch or global economy could
reduce the value of the Group's assets and could cause the Group to incur marked-to-market losses in its
trading portfolios or could reduce the fees the Group earns for managing assets or the levels of assets
under management. In addition, a market downturn and increased competition for savings in the
Netherlands could lead to a decline in the volume of customer transactions that the Group executes and,
therefore, a decline in customer deposits and the income it receives from commissions and interest. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations Material
factors affecting results of operations General market conditions" for (other) factors that could affect the
Group's results of operations. Continuing volatility in the financial markets or a protracted economic
downturn in the Group's major markets or the Group's inability to accurately predict or respond to such
developments could have a material adverse effect on the Group's business, financial condition and results
of operations.
In addition, developments like the collapse of Silicon Valley Bank, Signature Bank, the seizure of
First Republic Bank and the last-minute rescue of Credit Suisse could adversely affect general economic
conditions and thereby the profitability of the Group, although the impact thereof has been limited so far.
Any of these factors could have a material adverse effect on the Group's results of operations and
the value of the Issuer's debt securities.
7
Inflation may negatively affect Rabobank's business, results and financial condition
Globally, inflation has increased significantly over the past two years and has remained elevated for
a prolonged period. A high inflation in Rabobank's principal markets could have multiple impacts on
Rabobank.

6

Risk Factors
An increase in inflation could directly influence the personnel and other operational costs of
Rabobank, as following a period of sustained inflation, trade unions representing employees' interests
might require an inflation adjustment of the compensation during the bargaining process of the collective
labour agreement. Moreover, increasing prices for energy, rents, and outsourced products and services
might impact the expenses incurred for other operational costs than personnel expenses.
Furthermore, a sustained increase in the inflation rate may result in an increase in market interest
rates, which may (i) increase the funding costs for both wholesale and retail funding, which could have a
negative impact if the interest income on the assets doesn't rise accordingly, (i ) decrease the estimated
fair value of certain fixed income securities and collateral that Rabobank holds in its investment portfolios
to the extent they are not hedged, (iii) increase the credit risk on assets due to higher financing costs,
and/or (iv) result in stronger competition on the retail savings market, which might lead to lower margin
compression and/or volume outflows. Overall, a sustained inflation and/or higher price levels might
indirectly impact Rabobank's profitability and business continuity through higher interest rate applied by
central banks (please also see the risk factor entitled "Rabobank is exposed to changes in the interest rate
environment as well as other market risks").
Through the channels described above, high inflation may negatively affect Rabobank's business,
results and financial condition.
8
The outbreak of communicable diseases around the world may materially and adversely affect
Rabobank's business, financial condition and results of operations
Although it is unpredictable whether and when, and in which size, an outbreak of communicable
diseases, pandemics and epidemics or health emergencies may again occur, it is clear that such outbreak
may impact the business and economic environment in which Rabobank operates. Certain of these risks
are experienced globally as well as in specific geographic regions where Rabobank does business and
these risks could have a material adverse effect on Rabobank's business, financial condition and results
of operations. Any impact on the organisation following such outbreak could arise from increased execution
and process failures, reduced productivity and impact on staff morale when working from home. The
continued availability of IT infrastructure and maintaining information security requirements will become
challenging in such scenario but remains vital also when working from home in order to safeguard business
continuity.
Additionally, an outbreak of communicable diseases around the world could have an adverse impact
on the credit risk profile of Rabobank. Depending on the nature and severity of such an outbreak and its
effect on Rabobank's clients, the impact could be felt through higher credit risk impairments. Although
Rabobank seeks to maintain robust processes and controls to mitigate possible risks arising due to
communicable diseases, Rabobank cannot ensure that any significant outbreak would not materially and
adversely impact Rabobank's business, financial condition and results of operations.
9
Rabobank is exposed to changes in the interest rate environment as well as other market risks
Rabobank's results could potentially be adversely impacted by market risk. Market risk relates to
the level of and changes in interest rates, exchange rates, commodity prices, equity prices and credit
spreads. Low interest rates had a negative effect on the net interest income of Rabobank prior to 2022.
Against the backdrop of geopolitical tensions and high inflation, interest rates rose in 2022. Rates continued
to rise in 2023 until a decrease occurred in October which led to slightly lower rates at year-end. In 2023,
Rabobank's net interest income increased (2023: 11.712 bil ion; 2022: 9.149 billion). Rapid interest rate
movements impact Rabobank's economic value and earnings. From an income perspective, interest rate
decreases are likely to have an adverse impact on Rabobank, as shown by the lower net interest income
in the years prior to 2022. Increasing rates impact net interest income in general positively, however, in
combination with a cooling housing market might have adverse effects on the mortgage portfolio and

7

Risk Factors
funding costs. While increasing interest rates in general can positively impact net interest income for banks,
the combination of cooling housing markets and rising rates introduces risks to the mortgage portfolio.
Reduced affordability for potential homebuyers could lead to decreasing transaction volumes, slower sales
and thus lower demand for mortgages. Existing borrowers with variable-rate mortgages face higher debt
service cost due to increased interest rates potentially resulting into increasing mortgage defaults, affecting
the bank's asset quality. Also, higher funding cost can squeeze the bank's net interest margins, potentially
affecting the profitability of the bank. Consumer sentiment in housing markets play a crucial role. Negative
sentiment can further dampen demand and exacerbate market downturns.
Current inverse interest rate curves could be an indicator of an upcoming recession that might lead
to lower rates and accompanying lower returns.
Section B: Risks related to the Issuer's business activities and industry
10 Rabobank's results are to a large extent related to its domestic residential mortgage portfolio
Rabobank's residential mortgage portfolio constitutes 194 billion (31.6 per cent. of the balance
sheet total as of 31 December 2023). As a result, any material changes affecting this portfolio could have
a material impact on Rabobank. An economic downturn, stagnation or drop in property values, changes in
or abolition of the tax deductibility of interest payments on residential mortgage loans in the Netherlands,
increased and/or decreased interest rates, the financial standing of borrowers or a combination thereof,
could lead to a decrease in the production of new mortgage loans and/or increased default rates on existing
mortgage loans. A decrease in the level of interest rates on residential mortgage loans could affect
Rabobank through, among other things, (i) increased prepayments on the loan and mortgage portfolio, for
instance when as a result of low interest rates on saving accounts prepayments on mortgage loans are
considered more beneficial to customers than savings, (ii) interest rate averaging, (iii) low margins for
mortgage loans, in particular long term mortgages loans and (iv) other measures enabling customers to
benefit from the low interest rate environment. An increase in the level of interest rates on residential
mortgage loans could affect Rabobank through lower demand for new mortgage loans in the short term
and in the long term through an increasing number of borrowers having to utilise a larger proportion of their
earnings to service the interest on such mortgage loans.
The above factors, events and developments may have a negative impact on Rabobank's interest
margins on new and existing residential mortgage loans and may result in a decrease of its existing
portfolio and/or in the production of new mortgage loans. The higher the loan-to-income ratio, the larger
the proportion of the earnings of a borrower that will be needed to pay interest and principal under mortgage
loans, especially when confronted with unexpected costs or expenses, or, in respect of an interest-only
mortgage loan, the repayment of principal. This loan-to-income ratio and factors such as loss of earnings,
illness, divorce and other similar factors may lead to an increase in delinquencies and bankruptcy filings
by borrowers and could ultimately have an adverse impact on the ability of borrowers to repay their
mortgage loans and lead to losses for Rabobank.
The tax rate against which the mortgage interest payments may be deducted by Dutch homeowners
has been gradually reduced since 1 January 2014. For 2024, the highest tax rate against which the
mortgage interest may be deducted is 36.97 per cent. This decrease could have an adverse impact on the
ability of borrowers to pay interest and principal on their mortgage loans and may lead to different
prepayment behaviour by borrowers on their mortgage loans and may thus result in higher or lower
prepayment rates of such loans. Any such increase in prepayment rates, could have a material adverse
effect on Rabobank's financial condition and results of operations.
Changes in governmental policy or regulation with respect to the Dutch housing market could have
a material adverse effect on the Group's business, financial condition and results of operations.

8

Risk Factors
11 Rabobank faces substantial competitive pressure both domestically as well as internationally,
which could adversely affect its results
Rabobank's business environment in the Netherlands as well as internationally is highly competitive.
Not only does Rabobank face competition from traditional banking parties, but also from non-banking
parties, such as pension funds, insurance companies, technology giants, fintech companies, payment
specialists, retailers, telecommunication companies and crowd-funding initiatives, all of which are offering
some form of traditional banking services. Some of these parties have for example started to provide more
segmented offers in the field of residential mortgages. In the Netherlands specifically, competition is
reflected by an increased level of consolidation. This could result in increased pressure with regards to
pricing particularly as competitors seek to win market share and may harm Rabobank's ability to maintain
or increase its market share and profitability. Rabobank's ability to compete effectively depends on many
factors, including its ability to maintain its reputation, the quality of its services and advice, its intellectual
capital, product innovation, execution ability, pricing, sales efforts and the talent of its employees. Any
failure by Rabobank to maintain its competitive position could have a material adverse effect on
Rabobank's prospects, business, financial condition and results of operations.
12 Rabobank's financial condition is to a large extent dependent on its ability to accurately price
its services and products
Rabobank's financial condition is to a large extent dependent on the ability to set accurately its
prices and rates. Rates cover interest rates charged on assets and liabilities. Prices cover (among others)
fees charged on facilities. Accuracy on both is necessary to generate sufficient profits to cover costs and
sustain losses. However, the ability to do so is subject to a range of uncertainties. For example, if Rabobank
could not transfer its cost of attracting (wholesale and retail) funds into the asset prices for its clients, its
net interest income will reduce. If Rabobank fails to establish adequate rates and prices for its products
and services, i.e. adequately covering the cost of attracting wholesale and retail funding, its revenues
derived from such products could decline while its expenses increase resulting in proportionately greater
financial losses.
13 Rabobank is exposed to operational risks
Operational risks faced by Rabobank are risk of losses resulting from inadequate or failed internal
processes, people or systems or by external events. This includes, among others, transformation risk (i.e.
the risk of putting too much strain on the adaptation capacity of the organisation and staff members by
implementing (high) impactful projects parallel to each other, which may lead to increased execution
failures and operational losses), risk of failed product governance, risk of failed data management, financial
reporting risk, cyber risk, model risk, compliance risk, legal risk, BCM/IT risk, outsourcing risk and fraud
risk. These risks arise from day-to-day operations and are relevant to every aspect of the business. These
include all non-financial risk types and can have a material adverse effect on Rabobank's reputation or
have a material adverse effect on its business, financial condition and results of operations. Events in
modern international banking have shown that operational risks can lead to substantial losses. Examples
of operational risk incidents are highly diverse: fraud or other illegal conduct, failure of an institution to have
policies, procedures and controls in place to prevent, detect and report incidents of non-compliance with
applicable laws or regulations, claims relating to inadequate products, inadequate documentation, errors
in transaction processing, non-compliance with applied sanctions, system failures, as well as the inability
to retain and attract key personnel.
Reliance on third party service providers
The importance of outsourcing and/or third party arrangements for Rabobank is increasing, due to
an increasing number of third party arrangements, resulting in more complex business chains and
consequently intensified regulatory scrutiny. Rabobank is dependent on and sees an increase in the level

9

Risk Factors
and importance of outsourcing arrangements regarding IT and other service operations. Accordingly,
Rabobank is particularly at risk of such third parties not delivering on their contractual obligations, either
as a result of them failing to have the relevant capabilities, products or services, or due to inadequate
service levels set or ineffective monitoring by Rabobank. Third parties not delivering on their contractual
obligations may result in a higher risk of disrupted processes.
Complex IT Infrastructures
Operating the IT landscape is a core part of Rabobank's activities. Rabobank creates innovative
financial solutions by using modern technology and improve IT agility by constantly updating information
systems and infrastructure components. The main challenge is finalising long-term decommissioning
programs and rapidly, as they are using the same resources as projects regarding changing IT needs, both
functional and nonfunctional (such as security). Decommissioning outdated systems, and patches to fix
software vulnerabilities, help to reduce risk in the long term, while the actions in itself contain temporary
risks. The Issuer's current IT infrastructure is complex. This results in high maintenance cost, potential
continuity incidents, data quality issues and necessitates manual actions in day-to-day processes. There
are various remediating initiatives identified and executed to replace and simplify the IT environment, also
to enhance the agility for responding quickly to market trends and new innovations. No assurance can be
given that any remediating initiatives will be effective.
Data management and data quality
The quality of data available to management may, at times, be insufficient or the data might not be
available in a timely fashion. This may cause management to make improper decisions which in turn could
influence Rabobank's results of operations or financial position adversely. Furthermore, Rabobank faces
the risk that inadequate data quality impacts the design of Rabobank's controls and procedures, as they
prove to be inadequate or are circumvented. Technological efficiency and automation is an important factor
for the control environment of the Issuer. Inadequate technology in the control environment may, for
example, lead to delayed or late detection or reporting, or no detection or reporting at all, of errors, fraud,
incidents, risks or the materialization thereof, which may lead to losses, fines, claims, regulatory action and
reputational damage for the Issuer.
Cybercrime
Cybercrime risk is also a relevant and ongoing threat that may lead to an interruption of services to
customers, loss of confidential information or erosion of trust and reputation. Any of these factors could
increase costs, result in regulatory investigations or sanctions being imposed or may affect Rabobank's
ability to retain and attract customers. This can also apply to third parties on which Rabobank depends.
Although the cyber risks from third parties are assessed at the start of a contract and monitored on a
regular basis during the contract, failure in preventing cybercrime of third parties on which Rabobank relies,
may impact Rabobank comparably as described above. The global environment in which Rabobank is
operating requires constant adjustment to changing circumstances as technology becomes more complex
and interconnected. Projects relating to cybercrime (including projects intended to ensure compliance with
regulatory requirements) continue to take place within the bank to improve the processes and use of new
technologies (such as generative artificial intelligence ("AI") and cloud security) to counter existing and
future cyberattacks by developing its knowledge and expertise. Any failure in the Group's cybersecurity
policies, procedures or controls, may result in significant financial losses, major business disruption,
inability to deliver customer services, or loss of data or other sensitive information (including as a result of
an outage) and may cause associated reputational damage. Any of these factors could increase costs,
result in regulatory investigations or sanctions being imposed or may affect Rabobank's ability to retain
and attract customers. Regulators (e.g. in Europe) continue to recognise cybersecurity as an increasing
systemic risk to the financial sector and have highlighted the need for financial institutions to improve their
monitoring and control of, and resilience to cyberattacks, and to provide timely notification of them, as
appropriate resulting in new regulations such as the Digital Operational Resilience Act ("DORA").

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