Obligation Rabobank 8.375% ( XS0583302996 ) en USD

Rabobank

100 % ⇌

Pays-bas

XS0583302996 ( en USD )

8.375% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Rabobank XS0583302996 en USD 8.375%, échéance Perpétuelle

26/07/2025 ( Dans 133 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 émise par Rabobank ( Pays-bas ) , en USD, avec le code ISIN XS0583302996, paye un coupon de 8.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 24 January 2011

Rabobank Nederland
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

U.S.$2,000,000,000 8.375 per cent. Perpetual Non-Cumulative Capital Securities

Issue Price of the Capital Securities: 100 per cent.

The U.S.$2,000,000,000 8.375 per cent. Perpetual Non-Cumulative Capital Securities (the "Capital Securities") will be issued by Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

(Rabobank Nederland) ("Rabobank Nederland", the "Issuer" or the "Bank"). Interest on the Capital Securities will accrue on their prevailing principal amount from (and including) 26
January 2011 (the "Issue Date") to (but excluding) 26 July 2016 (the "First Reset Date") at an initial rate of 8.375 per cent. per annum, and will, subject as provided below, be payable semi-
annually in arrear on 26 January and 26 July in each year. Interest on the Capital Securities shall accrue from (and including) the First Reset Date at a rate, to be reset every five years thereafter,
based on the US Treasury Benchmark Rate (as defined in `Terms and Conditions of the Capital Securities') plus 6.425 per cent. Payments on the Capital Securities will be made without
deduction for, or on account of, taxes of the Netherlands to the extent described under `Terms and Conditions of the Capital Securities Taxation'. Payments of interest will be made at the sole
discretion of the Issuer and subject to the approval of the Dutch Central Bank. Payments of Prohibited Interest (as defined in `Terms and Conditions of the Capital Securities') will not be made.
Any interest not paid as aforesaid will not accumulate.
The Capital Securities will be perpetual securities and will have no fixed or final redemption date. Subject to satisfaction of certain conditions (as described herein) and applicable law, the
Capital Securities may be redeemable (at the option of the Issuer) on 26 July 2016 (the "First Call Date"), or at any time thereafter, in whole but not in part in an amount equal to the
Redemption Price (as defined in `Terms and Conditions of the Capital Securities'). Unless the Capital Securities have previously been redeemed or purchased and cancelled as provided in the
`Terms and Conditions of the Capital Securities', the Issuer will undertake to exercise its option to redeem the Capital Securities as aforesaid on the first Interest Payment Date falling on or
after 26 January 2041 on which the Conditional Call Exercise Requirements (as defined in `Terms and Conditions of the Capital Securities') have been satisfied, as further described herein. In
addition, upon the occurrence of a Tax Law Change or a Capital Event (each as defined in `Terms and Conditions of the Capital Securities'), the Capital Securities may be redeemed (at the
option of the Issuer) prior to the First Call Date in whole but not in part in an amount equal to their Redemption Price, as further described herein. Upon the occurrence of a Basel III Capital
Event (as defined in `Terms and Conditions of the Capital Securities') or a Capital Event, the Issuer may substitute, or vary the terms of, the Capital Securities so that they remain or, as
appropriate, become Compliant Securities (as defined in the Conditions). The Capital Securities will constitute direct, unsecured and subordinated obligations of the Issuer and shall rank at all
times pari passu and without any preference among themselves.
If a Loss Absorption Event (as defined in `Terms and Conditions of the Capital Securities') occurs, the Issuer shall, inter alia, cancel any accrued but unpaid interest and, if required, write
down the prevailing principal amount of the Capital Securities in order to cause the Loss Absorption Event no longer to continue. Once the principal amount of a Capital Security has been
written down in accordance with the Terms and Conditions, the amount of such write down shall not be restored in any circumstances. Each Capital Security may be written down on more than

one occasion provided, inter alia, that the principal amount shall never be less than zero.
Application has been made to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten or "AFM"), in its capacity as competent authority under the Dutch Financial
Supervision Act (Wet op het financieel toezicht) and regulations thereunder (together "Dutch securities laws"), for the approval of this Prospectus for the purposes of Directive 2003/71/EC
(the "Prospectus Directive"). Applications have also been made for the Capital Securities to be admitted to trading on NYSE Euronext in Amsterdam, a regulated market of Euronext
Amsterdam N.V. ("Euronext Amsterdam"). References in this Prospectus to the Capital Securities being "listed" (and all related references) shall mean that the Capital Securities have been
admitted to trading on Euronext Amsterdam. Euronext Amsterdam is a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and the Council on Markets
in Financial Instruments. The denominations of the Capital Securities shall be U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof, up to and including U.S.$199,000. The
Capital Securities will initially be represented by a temporary global Capital Security without interest coupons in bearer form (the "Temporary Global Capital Security"), which will be
deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on the Issue Date. The
Temporary Global Capital Security will be exchangeable for interests in a global capital security (the "Global Capital Security"), without interest coupons, on or after a day which is expected
to be 8 March 2011, upon certification as to non-US beneficial ownership. Individual definitive Capital Securities in bearer form ("Definitive Capital Securities") will only be available in
certain limited circumstances as described herein. See `Summary of the Provisions Relating to the Capital Securities in Global Form'.
The Capital Securities are expected upon issue to be rated `A' by Fitch Ratings Ltd. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction
or withdrawal at any time by the assigning rating agency.
The credit ratings included or referred to in this Prospectus have been issued by Fitch Ratings Ltd. which is established in the European Union and has applied to be registered under Regulation
(EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.
Prospective investors should have regard to the factors described under the section headed `Risk Factors' in this Prospectus.
Joint Lead Managers and Joint Bookrunners
BofA Merrill Lynch
Credit Suisse
Morgan Stanley
Rabobank International

This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see `Important Information - Documents Incorporated by Reference' below).
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"). Subject to certain exceptions, Capital Securities may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act).
EACH PURCHASER OF THE CAPITAL SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES,
OFFERS OR SELLS THE CAPITAL SECURITIES OR POSSESSES OR DISTRIBUTES THIS
PROSPECTUS AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED
BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE CAPITAL SECURITIES UNDER
THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS
SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NEITHER
THE ISSUER NOR THE JOINT LEAD MANAGERS SHALL HAVE ANY RESPONSIBILITY
THEREFOR.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead
Managers (as defined in `Subscription and Sale' below) to subscribe or purchase, any of the Capital
Securities. The distribution of this Prospectus and the offering of the Capital Securities in certain jurisdictions
may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and
the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of
further restrictions on offers and sales of Capital Securities and distribution of this Prospectus see
`Subscription and Sale' below.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in
connection with the Capital Securities is correct as of any time subsequent to the date on which it is supplied
or, if different, the date indicated in the document containing the same.
None of Credit Suisse Securities (Europe) Limited, Merrill Lynch International or Morgan Stanley & Co.
International plc have separately verified the information contained in this Prospectus. Credit Suisse
Securities (Europe) Limited, Merrill Lynch International and Morgan Stanley & Co. International plc make no
representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness
of any of the information in this Prospectus. Neither this Prospectus nor any other financial statements are or
should be considered as a recommendation by the Issuer or the Joint Lead Managers that any recipient of this
Prospectus or any other financial statements should purchase the Capital Securities. Prospective investors
should have regard to the factors described under the section headed `Risk Factors' in this Prospectus. This
Prospectus does not describe all of the risks of an investment in the Capital Securities. Each potential
purchaser of Capital Securities should determine for itself the relevance of the information contained in this
Prospectus and its purchase of Capital Securities should be based upon such investigation as it deems
necessary.

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Unless otherwise specified or the context requires, references to "£" are to the currency of the United
Kingdom, "dollars", "U.S. dollars" and "U.S.$" are to United States dollars, and 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.
In connection with this issue of Capital Securities, Merrill Lynch International (the "Stabilising Manager")
(or persons acting on behalf of any Stabilising Manager) may over-allot Capital Securities or effect
transactions with a view to supporting the market price of the Capital Securities at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting
on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the Capital Securities is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the Capital Securities and 60 days after the date of the allotment of the Capital Securities. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager (or person(s)
acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
All figures in this Prospectus have not been audited, unless stated otherwise. Such figures are internal figures
of Rabobank Nederland or Rabobank Group (as defined hereafter).

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Table of Contents
RISK FACTORS .............................................................................................................................................. 5
IMPORTANT INFORMATION ................................................................................................................... 17
FORWARD-LOOKING STATEMENTS ..................................................................................................... 18
OVERVIEW ................................................................................................................................................... 19
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES ............................................................. 25
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL
FORM ..................................................................................................................................................... 48
DESCRIPTION OF BUSINESS OF RABOBANK GROUP ...................................................................... 51
RABOBANK GROUP STRUCTURE .......................................................................................................... 63
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ................................................................................................................................. 66
SELECTED FINANCIAL INFORMATION ............................................................................................... 98
RISK MANAGEMENT ................................................................................................................................102
GOVERNANCE OF RABOBANK GROUP ..............................................................................................108
REGULATION OF RABOBANK GROUP ................................................................................................124
CAPITALISATION OF RABOBANK GROUP .........................................................................................129
USE OF PROCEEDS ....................................................................................................................................130
TAXATION ....................................................................................................................................................131
SUBSCRIPTION AND SALE ......................................................................................................................133
GENERAL INFORMATION .......................................................................................................................139

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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Capital
Securities. 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 Capital Securities are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Capital Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with the Capital Securities may occur for other reasons and the Issuer does not represent that the
statements below regarding the risks of holding the Capital Securities are exhaustive. Prospective investors
should also read the detailed information set out elsewhere in this Prospectus (including any documents
incorporated by reference herein) and reach their own views prior to making any investment decision.
Capitalised terms used herein shall, unless otherwise defined, have the same meanings as in the terms and
conditions of the Capital Securities (the "Conditions").
Factors that may affect the Issuer's ability to fulfil its obligations under the Capital Securities
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. The financial crisis which started in the second half of 2007
affects all banks, particularly in respect of funding due to the liquidity shortage. Factors such as interest 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 (loans and bank overdrafts), a facility or a limit. As well as loans and facilities (with or
without commitment), credit as a generic term also includes, among other things, guarantees, letters of credit
and derivatives. Rabobank Group has a robust framework of policies and processes in place that is designed
to measure, manage and mitigate credit risks. Rabobank Group's prudent policy for accepting new clients is
characterised by careful assessment of clients and their ability to make repayments on credit granted. As a

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result, the loan portfolio has a relatively low risk profile. Rabobank Group's objective is to enter into long
term relationships with clients which are beneficial for both the client and Rabobank Group.
Approval of larger credit applications is decided on by committees. A structure consisting of various
committees has been established, with the amount of the total exposure including the requested finance
determining the applicable committee level. The Executive Board itself decides on the largest credit
applications. Rabobank Group has three Policy Credit Committees ("PCCs"): Rabobank Group PCC and the
Wholesale and Retail PCCs. Rabobank Group PCC establishes Rabobank Group's credit risk policy.
Rabobank Group entities define and establish their own credit policies within this framework. In this context,
the Retail PCC is responsible for domestic retail banking and the Wholesale PCC for wholesale banking and
international retail banking. In Rabobank Group PCC, which is chaired by the CFO, the Executive Board is
represented by three members. The CFO also chairs the Wholesale and Retail PCCs. The PCCs are composed
of representatives from Rabobank Group's most senior management levels. For corporate loans, a key concept
in Rabobank Group's policy for accepting new clients is the `know your customer' principle, meaning that
loans are granted only to corporate clients whose management, including their integrity and expertise, is
known and considered acceptable by Rabobank Group. In addition, Rabobank Group is familiar with the
industry in which a client operates and can assess its clients' financial performance. Corporate social
responsibility implies responsible financing; accordingly, corporate social responsibility guidelines apply to
the lending process as well.
As a result of Rabobank Group's high level of diversification, it has not experienced major fluctuations in its
levels of profitability in the past. However, the current economic downturn may result in 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 risk
An important risk component for Rabobank Group is interest rate risk. Interest rate risk is the risk, outside the
trading environment, of deviations in 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.
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

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access to financial markets for wholesale funding. If either of these were 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. Although positions have been reduced, and
volatility in the financial markets decreased in 2009, 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 the Rabobank Group's 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.
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 failure of 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 current regulation, 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. Although Rabobank Group has processes
and controls to manage legal risks, failure to manage these risks could have a negative impact on Rabobank
Group's reputation and could have a material adverse effect on Rabobank Group's results of operations.
Tax risk
Rabobank Group is subject to the tax laws of all countries in which it operates. Tax risk is the risk associated
with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and
the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could
lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax
procedures or other aspects of tax law. If, as a result of a particular tax risk materialising, the tax costs
associated with particular transactions are greater than anticipated, it could affect the profitability of those
transactions, which could have a material adverse effect on Rabobank Group's results of operations.
Systemic risk
Rabobank Group could be negatively affected by the lack of soundness and/or the perceived lack of
soundness 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

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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. Any of the above-mentioned consequences of systemic risk could have an adverse
effect on Rabobank Group's ability to raise new funding and its results of operations.
Effect of governmental policy and regulation
Rabobank Group's businesses and earnings can be affected by the fiscal or other policies and other actions of
various governmental and regulatory authorities in the Netherlands, the European Union, the United States
and elsewhere. Areas where changes could have an impact include, but are not limited to, the monetary,
interest rate 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, or unfavourable developments producing social instability or legal uncertainty which
in turn may affect demand for Rabobank Group's products and services. Regulatory compliance risk arises
from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the
financial services industry. Non-compliance could lead to fines, public reprimands, damage to reputation,
enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate.
In 2008, several large commercial banks and financial institutions in the Netherlands, including ABN AMRO,
Fortis Nederland, ING Group and SNS Reaal, received financial support from the Dutch government. In
2009, strong competition in the Dutch savings market reduced the margin on savings and also caused a slight
drop in Rabobank Group's market share. The largest banks currently receiving state aid are expected to focus
on the Dutch market to a significant extent, which is likely to result in increased competition in the
Netherlands.
At 31 December 2010, mortgage loan interest payments for Dutch homeowners are tax deductable. If the tax
deductibility is reduced or abolished, this could have a material adverse effect on Rabobank Group's results of
operations.
Minimum regulatory capital and liquidity requirements
Rabobank Group is subject to the risk, inherent in all regulated financial businesses, of having insufficient
capital resources to meet the minimum regulatory capital requirements. Currently, under Basel II, capital
requirements are inherently more sensitive to market movements than under previous regimes and capital
requirements will increase if economic conditions or negative trends in the financial markets worsen. Any
failure of Rabobank Group to maintain its minimum regulatory capital ratios could result in administrative
actions or sanctions, which in turn may have a material adverse impact on Rabobank Group's results of
operations. A shortage of available capital might restrict Rabobank Group's opportunities for expansion.
In the future, under Basel III, capital and liquidity requirements are expected to increase. On 17 December
2009, the Basel Committee on Banking Supervision (the "Basel Committee") proposed a number of
fundamental reforms to the regulatory capital framework in its consultative document entitled `Strengthening
the resilience of the banking sector'. On 16 December 2010 and on 13 January 2011, the Basel Committee
issued its final guidance on Basel III. The Basel Committee's package of reforms includes increasing the
minimum common equity (or equivalent) requirement from 2 per cent. (before the application of regulatory
adjustments) to 4.5 per cent. (after the application of stricter regulatory adjustments). The total Tier 1 capital
requirement will increase from 4 per cent. to 6 per cent. In addition, banks will be required to maintain, in the
form of common equity (or equivalent), a capital conservation buffer of 2.5 per cent. to withstand future
periods of stress, bringing the total common equity (or equivalent) requirements to 7 per cent. If there is
excess credit growth in any given country resulting in a system-wide build up of risk, a countercyclical buffer
within a range of 0 per cent. to 2.5 per cent. of common equity (or other fully loss absorbing capital) is to be

8

applied as an extension of the conservation buffer. Furthermore, systemically important banks should have
loss absorbing capacity beyond these standards. The Basel III reforms also require Tier 1 and Tier 2 capital
instruments to be more loss-absorbing. The reforms therefore increase the minimum quantity and quality of
capital which the Rabobank Group is obliged to maintain. There can be no assurance as to the availability or
cost of such capital. The capital requirements are to be supplemented by a leverage ratio, and a liquidity
coverage ratio and a net stable funding ratio will also be introduced. The proposed reforms are expected to be
implemented by the beginning of 2013, however the requirements are subject to a series of transitional
arrangements and will be phased in over a period of time, to be fully effective by 2019.
There can be no assurance that, prior to its implementation in 2013, the Basel Committee will not amend the
package of reforms described above. Further, the European Commission and/or the Dutch Central Bank may
implement the package of reforms in a manner that is different from that which is currently envisaged, or may
impose additional capital requirements on Dutch banks.
If the regulatory capital requirements, liquidity restrictions or ratios applied to Rabobank Group are increased
in the future, any failure of Rabobank Group to maintain such increased regulatory capital ratios could result
in administrative actions or sanctions, which may have an adverse effect on Rabobank Group's results of
operations.
Credit ratings
Rabobank Group's access to the unsecured funding markets is dependent on its credit ratings.
A reduction in its credit ratings could adversely affect Rabobank Group's access to liquidity alternatives and
its competitive position, and could increase the cost of funding or trigger additional collateral requirements all
of which could have a material adverse effect on Rabobank Group's results of operations.
Competition
All aspects of Rabobank Group's business are highly competitive. Rabobank Group'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 Group to maintain its competitive position could have a material
adverse effect on Rabobank Group's results of operations.
Business environment
Concerns about geopolitical developments, oil prices and natural disasters, among other things, can affect the
global financial markets. Accounting and corporate governance scandals in recent years have had a significant
negative impact on investor confidence. The occurrence of any such developments and events could have a
material adverse effect on Rabobank Group's results of operations.
Terrorist acts, other acts of war or hostility, geopolitical, pandemic or other such events
Terrorist acts, other acts of war or hostility, geopolitical, pandemic or other such events and responses to those
acts/events may create economic and political uncertainties, which could have a negative impact on Dutch
and international economic conditions generally, and more specifically on the business and results of
Rabobank Group in ways that cannot necessarily be predicted. The occurrence of any such events could have
a material adverse effect on Rabobank Group's results of operations.
Key employees
Rabobank Group's success depends to a great extent on the ability and experience of its senior management
and other key employees. The loss of the services of certain key employees, particularly to competitors, could
have a material adverse effect on Rabobank Group's results of operations. The failure to attract or retain a

9

sufficient number of appropriate employees could significantly impede Rabobank Group's financial plans,
growth and other objectives and have a material adverse effect on Rabobank Group's results of operations.
Factors which are material for the purpose of assessing the market risks associated with the
Capital Securities
The Capital Securities may not be a suitable investment for all investors
Each potential investor in the Capital Securities must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities,
the merits and risks of investing in the Capital Securities and the information contained or incorporated
by reference in this Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Capital Securities and the impact the Capital
Securities will have on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Capital
Securities, including where the currency for principal or interest payments is different from the
potential investor's currency;
(d)
understand thoroughly the terms of the Capital Securities and be familiar with the behaviour of any
relevant financial markets; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
The Capital Securities are subordinated obligations
Subject, inter alia, as discussed under `- The Capital Securities may be subject to Loss Absorption Measures',
Holders of the Capital Securities have rights to payment upon liquidation or redemption equivalent to those to
which the Holders would be entitled if they held the most senior ranking preferred equity securities or
preferred or preference shares directly issued by the Issuer.
The Issuer's obligation to make payments under the Capital Securities is limited. In particular, the Issuer's
obligations under the Capital Securities constitute unsecured obligations of the Issuer and rank:
(a)
subordinate and junior to indebtedness of the Issuer (other than the Issuer's obligations under any
guarantee or contractual right that effectively ranks pari passu with, or junior to, the Issuer's
obligations under the Capital Securities or the Coupons (including, without limitation, the Issuer's
Existing Capital Securities and Junior Member Certificates Related Agreements (each as defined in
Condition 1)));
(b)
pari passu (a) with the Issuer's obligations under the guarantees and contingent guarantees in relation
to the Non-cumulative Guaranteed Trust Preferred Securities issued by Rabobank Capital Funding
Trusts II, III, IV, V and VI and the corresponding LLC Class B Preferred Securities issued by
Rabobank Capital Funding LLCs II, III, IV, V and VI, (b) with the Issuer's obligations under the
Existing Capital Securities, and (c) effectively, with the most senior ranking preferred equity securities
or preferred or preference shares of the Issuer; and
(c)
senior to the Issuer's obligations under the Junior Member Certificates Related Agreements and any
other instruments ranking pari passu with the Junior Member Certificates Related Agreements (in

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