Obligation Rabobank 3.875% ( XS0954910146 ) en EUR

Rabobank

100 % ▼

Pays-Bas

XS0954910146 ( en EUR )

3.875% par an ( paiement annuel )

24/07/2023 - Obligation échue

Prospectus brochure de l'obligation Rabobank XS0954910146 en EUR 3.875%, échue

100 000 EUR

1 000 000 000 EUR

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 EUR, avec le code ISIN XS0954910146, paye un coupon de 3.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/07/2023

IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached Prospectus accessed from this page or otherwise received as a result of such access and
you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other
use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following
terms and conditions, including any modifications to them from time to time, each time you receive any
information as a result of such access.
Confirmation of Your Representation: You have been sent the attached Prospectus on the basis that you
have confirmed to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International), Credit
Suisse Securities (Europe) Limited, Merrill Lynch International, Morgan Stanley & Co. International plc and
Nomura International plc (the "Joint Lead Managers") being the sender of the attached, (i) that the
electronic mail (or e-mail) address to which it has been delivered is not located in the United States of
America, its territories and possessions, any State of the United States and the District of Columbia; and
which include Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands and (ii) that you consent to delivery by electronic transmission.
This Prospectus 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 transmission and consequently none of
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (the "Issuer") or the Joint
Lead Managers and any person who controls any of them or any director, officer, employee or agent of the
Issuer or any Joint Lead Manager or any person who controls either of them or any affiliate of any of the
foregoing accepts any liability or responsibility whatsoever in respect of any difference between the
Prospectus distributed to you in electronic format and the hard copy version available to you on request from
the Issuer or any Joint Lead Manager.
You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person
into whose possession the attached Prospectus may be lawfully delivered in accordance with the laws of
jurisdiction in which you are located and you may not nor are you authorised to deliver the attached
Prospectus to any other person.
Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United
States or any other jurisdiction. Any securities to be issued will not be registered under the Securities Act of
1933 (the "Securities Act") and may not be offered or sold in the United States or to or for the account or
benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered
under the Securities Act or pursuant to an exemption from such registration.
The attached Prospectus may not be forwarded or distributed to any other person and may not be reproduced
in any manner whatsoever, and in particular, may not be forwarded to any U.S. person or to any U.S. address.
Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised. Failure to
comply with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
Under no circumstances shall the attached Prospectus constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The attached Prospectus may only be communicated to persons in the United Kingdom in
circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the
Issuer.
A16742231

Prospectus dated 24 July 2013
Rabobank Nederland
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
EUR1,000,000,000 3.875 per cent. Subordinated Notes due 2023
Issue Price of the Notes: 99.107 per cent.
The EUR1,000,000,000 3.875 per cent. Subordinated Notes due 2023 (the "Notes") will be issued by Coöperatieve Centrale Raiffeisen-
Boerenleenbank B.A. (Rabobank Nederland) ("Rabobank Nederland", the "Issuer" or the "Bank"). The Notes will bear interest at an
interest rate of 3.875 per cent. per annum, from (and including) 25 July 2013 (the "Issue Date") to (but excluding) 25 July 2023, payable
annually in arrear on each Interest Payment Date (as defined below), as more fully described under ("Terms and Conditions of the
Notes"). Interest will be payable on 25 July in each year (each, an "Interest Payment Date"), commencing on 25 July 2014.
The Notes will have a final maturity date of 25 July 2023. 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. The Notes will constitute direct, unsecured and
subordinated obligations of the Issuer and shall rank at all times pari passu and without any preference among themselves.
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, as amended, to the
extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the "Prospectus
Directive"). Application has also been made for the Notes 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 Notes being "listed" (and all related
references) shall mean that the Notes 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 Notes shall be EUR100,000 and integral multiples of EUR1,000 in excess thereof, up to and including
EUR199,000. The Notes will initially be represented by a temporary global Note without interest coupons in bearer form (the
"Temporary Global Note"), 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 Note will be
exchangeable for interests in a global Note (the "Global Note"), without interest coupons, on or after a day which is expected to be 3
September 2013, upon certification as to non-US beneficial ownership. Individual definitive Notes in bearer form ("Definitive Notes")
will only be available in certain limited circumstances as described herein. See `Summary of the 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 credit ratings included or referred to in this Prospectus have been issued by Moody's, Standard & Poor's and Fitch, each of which is
established in the European Union and is 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
BofA Merrill Lynch
Credit Suisse
Morgan Stanley
Nomura
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 Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities
Act"). Subject to certain exceptions, Notes 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 NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
SELLS THE NOTES 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 NOTES 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 Notes. The
distribution of this Prospectus and the offering of the Notes 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 Notes 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 Notes 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, Morgan Stanley & Co.
International plc or Nomura International plc have separately verified the information contained in this
Prospectus. Credit Suisse Securities (Europe) Limited, Merrill Lynch International, Morgan Stanley & Co.
International plc and Nomura International plc make no representation, express or implied, or accept 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 Notes. 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 Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary.
Unless the context otherwise requires, references in this Prospectus to "Rabobank Group", "Rabobank" or
the "Group" are to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. and its members, subsidiaries and
affiliates.
2

Unless otherwise specified or the context requires, 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 Notes, Morgan Stanley & Co. International plc (the "Stabilising Manager")
(or persons acting on behalf of any Stabilising Manager) may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes 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 Notes 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 Notes and 60 days after the
date of the allotment of the Notes. 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).
3

TABLE OF CONTENTS
RISK FACTORS .............................................................................................................................................. 5
IMPORTANT INFORMATION ................................................................................................................... 18
FORWARD-LOOKING STATEMENTS ..................................................................................................... 19
OVERVIEW ................................................................................................................................................... 20
TERMS AND CONDITIONS OF THE NOTES.......................................................................................... 23
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM.............. 33
DESCRIPTION OF BUSINESS OF RABOBANK GROUP...................................................................... 35
RABOBANK GROUP STRUCTURE .......................................................................................................... 47
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS....................................................................................................................... 50
SELECTED FINANCIAL INFORMATION............................................................................................... 79
RISK MANAGEMENT................................................................................................................................. 83
GOVERNANCE OF RABOBANK GROUP ............................................................................................... 92
REGULATION OF RABOBANK GROUP ................................................................................................105
CAPITALISATION OF RABOBANK GROUP.........................................................................................112
USE OF PROCEEDS....................................................................................................................................113
TAXATION....................................................................................................................................................114
SUBSCRIPTION AND SALE ......................................................................................................................117
GENERAL INFORMATION.......................................................................................................................123
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. 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 Notes (the "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 and has continued in 2013. In
2012, the Dutch economy contracted more than foreseen at the beginning of the year and was characterised by
a drop in consumer spending, rising unemployment, falling house prices and a lack of business investment.
These factors have resulted in reduced borrowing and interest rates, and increases in impaired loans. It is
expected that 2013 will be another difficult year for the Dutch economy, as structural reform in the Dutch
economy and throughout Europe may lead to higher unemployment, lower household purchasing power and
low business investment. Factors such as interest rates, exchange rates, inflation, deflation, investor
sentiment, the availability and cost of credit, the liquidity of the global financial markets and the level and
volatility of equity prices can significantly affect the activity level of customers and the profitability of
Rabobank Group. In 2012, interest rates declined further to historic lows and have remained low in 2013.
Persistent low interest rates, or even negative interest rates, could negatively affect the net interest income of
Rabobank Group. Also, a prolonged economic downturn, or significantly higher interest rates for customers,
could adversely affect the credit quality of Rabobank Group's assets by increasing the risk that a greater
number of its customers would be unable to meet their obligations. Moreover, a market downturn and
worsening of the Dutch and global economy could reduce the value of Rabobank Group's assets and could
cause Rabobank Group to incur further mark-to-market losses in its trading portfolios or could reduce the fees
Rabobank Group earns for managing assets or the levels of assets under management. In addition, a market
downturn and increased competition for savings in the Netherlands could lead to a decline in the volume of
customer transactions that Rabobank Group executes and, therefore, a decline in customer deposits and the
income it receives from fees and commissions and interest. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Factors affecting results of operations -- General market
conditions". Continuing volatility in the financial markets or a protracted economic downturn in the
Netherlands or Rabobank Group's other major markets could have a material adverse effect on Rabobank
Group's results of operations.
5

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 services provider, can or will obtain
a claim on a debtor by providing a product. In addition to loans and facilities (with or without commitment),
credit as a generic term also includes, among other things, guarantees, letters of credit and derivatives. A
further economic downturn or worsening of the European sovereign debt crisis may result in an increase in
credit risk and, consequently, loan losses that are above Rabobank Group's long-term average, which could
have a material adverse effect on Rabobank Group's results of operations.
Country risk
With respect to country risk, a distinction can be made between transfer risk and collective debtor risk.
Transfer risk relates to the possibility of foreign governments placing restrictions on funds transfers from
debtors in that country to creditors abroad. Collective debtor risk relates to the situation in which a large
number of debtors in a country cannot meet their commitments for the same reason (e.g. war, political and
social unrest or natural disasters, but also government policy that does not succeed in creating macro-
economic and financial stability).
Unpredictable and unexpected events which increase transfer risk and/or collective debtor risk could
have a material adverse effect on Rabobank Group's results of operations.
Interest rate and inflation risk
An important risk component for Rabobank Group is interest rate risk. Interest rate risk is the risk,
outside the trading environment, of deviations in net interest income and/or the market value of capital as a
result of changes in market interest rates. Interest rate risk results mainly from mismatches between the
periods for which interest rates are fixed for loans and funds entrusted. If interest rates increase, the rate for
Rabobank Group's liabilities, such as savings, can be adjusted immediately. This does not apply to the
majority of Rabobank Group's assets, such as mortgages, which have longer interest rate fixation periods.
Sudden and substantial changes in interest rates could have a material adverse effect on Rabobank Group's
results of operations. Inflation and expected inflation can influence interest rates. An increase in inflation
may: (i) decrease the value of certain fixed income instruments which Rabobank Group holds; (ii) result in
surrenders of certain savings products with fixed rates below market rates by banking customers of Rabobank
Group; (iii) require Rabobank Group to pay higher interest rates on the securities that it issues; and (iv) cause
a general decline in financial markets.
Funding and liquidity risk
Liquidity risk is the risk that not all (re)payment commitments can be met. This could happen if clients
or other professional counterparties suddenly withdraw more funding than expected, which cannot be met by
Rabobank Group's cash resources or by selling or pledging assets or by borrowing funds from third parties.
Important factors in preventing this are preserving the trust of customers for retail funding and maintaining
access to financial markets for wholesale funding. If either of these was seriously threatened, this could have
a material adverse effect on Rabobank Group's results of operations.
Market risk
The value of Rabobank Group's trading portfolio is affected by changes in market prices, such as
interest rates, equities, currencies, certain commodities and derivatives. Any future worsening of the situation
in the financial markets could have a material adverse effect on Rabobank Group's results of operations.
6

Currency risk
Rabobank Group is an internationally active bank. As such, part of its capital is invested in foreign
activities. This gives rise to currency risk, in the form of translation risk. In addition, the trading books are
exposed to market risk, in that they can have positions that are affected by changes in the exchange rate of
currencies. Sudden and substantial changes in the exchange rates of currencies could have a material adverse
effect on Rabobank Group's results of operations.
Operational risk
As a risk type, operational risk has acquired its own distinct position in the banking world. It is
understood to mean "the risk of losses resulting from inadequate or failed internal processes, people or
systems or from external events". Events of recent decades in modern international banking have shown on
several occasions that ineffective control of operational risks can lead to substantial losses. Under the Basel II
accord, banks must hold capital for this risk. Examples of operational risk incidents are highly diverse: fraud,
claims relating to inadequate products, inadequate documentation, losses due to poor occupational health and
safety conditions, errors in transaction processing, non-compliance with the law and system failures. The
occurrence of any such incidents could have a material adverse effect on Rabobank Group's results of
operations.
Legal risk
Rabobank Group is subject to a comprehensive range of legal obligations in all countries in which it
operates. As a result, Rabobank Group is exposed to many forms of legal risk, which may arise in a number of
ways. Rabobank Group faces risk where legal proceedings are brought against it. Regardless of whether such
claims have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss.
Defending legal proceedings can be expensive and time-consuming and there is no guarantee that all costs
incurred will be recovered even if Rabobank Group is successful. 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 weakness and/or the perceived weakness of other
financial institutions, which could result in significant systemic liquidity problems, losses or defaults by other
financial institutions and counterparties. Financial services institutions that deal with each other are
interrelated as a result of trading, investment, clearing, counterparty and other relationships. This risk is
sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing
agencies, clearing houses, banks, securities firms and exchanges with whom Rabobank Group interacts on a
daily basis. Concerns about the creditworthiness of sovereigns and financial institutions in Europe and the
United States remain. The large sovereign debts and/or fiscal deficits of a number of European countries and
the United States go hand in hand with concerns regarding the financial condition of financial institutions.
Any of the above-mentioned consequences of systemic risk could have an adverse effect on Rabobank
Group's ability to raise new funding and its results of operations.
7

Effect of governmental policy and regulation
Rabobank Group's businesses and earnings can be affected by the fiscal or other policies and other
actions of various governmental and regulatory authorities in the Netherlands, the European Union, the
United States and elsewhere. Areas where changes could have an impact include, but are not limited to: the
monetary, interest rate and other policies of central banks and regulatory authorities; changes in government
or regulatory policy that may significantly influence investor decisions in particular markets in which
Rabobank Group operates; changes and rules in competition and pricing environments; developments in the
financial reporting environment; stress-testing exercises to which financial institutions in general, and
Rabobank Group in particular, are subject; implementation of conflicting or incompatible regulatory
requirements in different jurisdictions relating to the same products or transactions; or 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.
As of 1 October 2012, the Dutch government introduced a banking tax for all entities that are
authorised to conduct banking activities in the Netherlands. The tax is based on the amount of the total
liabilities on the balance sheet of the relevant bank as at the end of such bank's preceding financial year, with
exemptions for equity, deposits that are covered by a guarantee scheme and for certain liabilities relating to
insurance business. The levy on short-term funding liabilities is twice as high as the levy on long-term
funding liabilities. In 2012, Rabobank Group was responsible for 196 million of the 600 million tax.
On 1 February 2013, the Dutch state nationalised the Dutch banking and insurance group SNS Reaal.
To finance this operation, a special, one-off resolution levy of 1 billion will be imposed on banks based in
the Netherlands. It is estimated that Rabobank's share of the resolution levy will be approximately 320
million. If further financial institutions are bailed out, additional taxes or levies could be imposed, which may
have a material adverse effect on Rabobank's results of operations.
Moreover, in 2015, a new way of financing the Dutch Deposit Guarantee Scheme, a pre-funded system
that protects bank depositors from losses caused by a bank's inability to pay its debts when due, will come
into force. The target level of the fund will be 1 per cent. of total guaranteed deposits in the Netherlands, or 4
billion. Each bank will be required to pay a base premium of 0.0167 per cent. per quarter of its total
guaranteed deposits in the Netherlands. A risk add-on may be charged depending on the risk-weighting of the
bank. This was originally planned to be introduced in 2012. However, the introduction of the new financing
method was first postponed to 1 July 2013 and, following the nationalisation of SNS Reaal, it has been
postponed by a further two years. All these factors may have material adverse effects on Rabobank Group's
results of operations.
In February 2013, the European Commission issued a proposal for a financial transaction tax. The
financial transactions tax would be levied on transactions involving certain financial instruments by financial
institutions with an established link to one of the 11 participating member states. These participating member
states are Austria, Belgium, Estonia, France, Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain.
The financial transactions tax would be assessed on a transaction either if one of the financial institutions is
established in one of the 11 participating member states or if the transaction involves financial instruments
issued in one of the 11 participating member states. If the proposal is implemented, Rabobank Group may be
required to pay the financial transactions tax on certain transactions in financial instruments, possibly
beginning on 1 January 2014. The proposal requires further approval by the European Council, and will
require consultation with other European Union institutions before it may be implemented by the participating
8

member states. The Dutch Parliament has not adopted the proposal, but may do so in the future. The financial
transactions tax, if implemented, may have a material adverse effect on Rabobank's results of operations.
As of 1 July 2012, a personal mortgage loan should not be higher than 320,000 to be eligible for
being secured by the Dutch Homeownership Guarantee Fund (Stichting Waarborgfonds Eigen Woningen or
"WEW"), an institution that was founded by the Dutch government in 1993, through the National Mortgage
Guarantee Scheme (Nationale Hypotheek Garantie or "NHG"). As of 1 July 2013, this maximum will be
reduced to 290,000 and, as of 1 July 2014, to 265,000.
In 2013, the tax deductibility of mortgage loan interest payments for Dutch homeowners has been
restricted. As of 1 January 2013, interest payments on new mortgage loans can only be deducted when the
loan is fully redeemed in 30 years on a linear or annuity basis. Moreover, the maximum permissible amount
of a residential mortgage has been reduced from 106 per cent. to 105 per cent. of the value of the property.
This maximum will be further reduced (by 1 per cent. each year) to 100 per cent. in 2018. This could have a
material adverse effect on Rabobank Group's results of operations.
On 21 July 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the "Dodd-Frank Act"), which provides a broad framework for significant regulatory
changes that will extend to almost every area of U.S. financial regulation. Implementation of the Dodd-Frank
Act requires detailed rulemaking by different U.S. regulators, including the Department of the Treasury, the
Board of Governors of the Federal Reserve System (the "Federal Reserve"), the SEC, the Federal Deposit
Insurance Corporation (the "FDIC"), the Office of the Comptroller of the Currency (the "OCC"), the
Commodity Futures Trading Commission (the "CFTC") and the Financial Stability Oversight Council (the
"FSOC"), an institution that was established by the Act. This rulemaking process is still going on and will last
some more years. Uncertainty remains about the final details, timing and impact of the rules that have not
been specified yet, although implementation of many key aspects of the Dodd-Frank Act is ongoing. The
Dodd-Frank Act provides for new or enhanced regulations regarding, among other things: (i) systemic risk
oversight, (ii) bank capital standards, (iii) the resolution of failing systemically significant financial
institutions, (iv) OTC derivatives, (v) the ability of banking entities to engage in proprietary trading activities
and invest in hedge funds and private equity (the so-called "Volcker rule") and (vi) consumer and investor
protection. The further implementation of the Dodd-Frank Act and related final regulations could result in
significant costs and potential limitations on Rabobank Group's businesses and may have material adverse
effects on Rabobank Group's results of operations.
In the United Kingdom, the Independent Commission on Banking, chaired by Mr. John Vickers,
released its Final Report on 12 September 2011. This report recommends that the retail banking activities of
banks in the United Kingdom should be structurally separated, by a "ring-fence", from wholesale banking and
investment banking activities. A similar recommendation was made at EU level in the final report (the
"Liikanen Report"), published on 2 October 2012, of the High-level Expert Group on reforming the
structure of the EU banking sector under the chair of Mr. Erkki Liikanen. In November 2012, the Dutch
government established a conform, the Commissie Structuur Nederlandse banken', chaired by Mr. Herman
Wijffels, to investigate the applicability of the Liikanen Report to the Dutch banking sector and the manner in
which a defaulting bank might be split up and resolved. The committee delivered its final report on 28 June
2013. The Wijffels commission concludes, among others, that the Liikanen Report is capable of being adopted
into law in the Netherlands. This could have a material adverse effect on Rabobank Group's results of
operations.
The impact of future regulatory requirements such as Basel III, the Capital Requirements Directive and
Regulation, FATCA, the framework recovery plan, the Volcker rule and Vickers report and the Dodd-Frank
Act will have far-reaching implications and require implementation of new business processes and models.
9

Document Outline

#1">Rabo EUR Tier 2 July 2013_Prospectus.doc