Obligation Rabobank 0.868% ( XS1200995741 ) en EUR

Rabobank

100 % ⇌

Pays-Bas

XS1200995741 ( en EUR )

0.868% par an ( paiement annuel )

13/03/2030

Prospectus brochure de l'obligation Rabobank XS1200995741 en EUR 0.868%, échéance 13/03/2030

100 000 EUR

10 000 000 EUR

13/03/2026 ( Dans 361 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 EUR, avec le code ISIN XS1200995741, paye un coupon de 0.868% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/03/2030

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Structured Products)
(a coöperatie with limited liability established under the laws of the Netherlands
with its statutory seat in Amsterdam, the Netherlands)
EUR 15,000,000,000
Structured Medium-Term Note Programme
Due from seven days to perpetuity
Under the EUR 15,000,000,000 Structured Medium-Term Note Programme (the "Programme"), described in this base prospectus (the "Base Prospectus") Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A. (the "Issuer", "Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Structured Products)" or "Rabobank Structured Products") may,
subject to compliance with all relevant laws, regulations and directives, from time to time issue medium-term notes (the "Notes").
The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 15,000,000,000 (or the equivalent in any other currencies). The Programme is, and Notes issued under it
may be, denominated in euro, which means the lawful currency of the member states of the European Union ("Member States") that have adopted the single currency in accordance with the
Treaty on the Functioning of the European Union, as amended, or any other currency agreed between the Issuer and the relevant Dealer(s).
Application has been made to the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten or the "AFM") in its capacity as competent authority under Dutch securities laws
to approve this Base Prospectus in connection with the issue by the Issuer of Notes which are:
(a)
offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under Directive 2003/71/EC, as amended (the "Prospectus
Directive"), whether or not such Notes are listed and admitted to trading on any market; or
(b)
either: (i) admitted to trading on Euronext Amsterdam N.V.'s Euronext in Amsterdam ("Euronext Amsterdam"); (ii) admitted to the official list of the Luxembourg Stock
Exchange (the "Official List") and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange Regulated Market"); or
(iii) admitted to trading on another regulated market as defined under Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments (the
"Markets in Financial Instruments Directive"),
such Notes hereinafter referred to as the "PD Notes". PD Notes may be issued in any denominations as agreed between the Issuer and the relevant Dealer(s), and any PD Notes which have a
denomination of less than EUR 100,000 (or its equivalent in any other currency) and do not otherwise fall within an exemption from the requirement to publish a prospectus under the
Prospectus Directive are referred to hereinafter as "Non-Exempt PD Notes".
This Base Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and the Dutch Financial Supervision Act (Wet op het financieel toezicht) and regulations
thereunder (together "Dutch securities laws") and has been approved by the AFM in its capacity as competent authority under Dutch securities laws, in accordance with the provisions of the
Prospectus Directive and Dutch securities laws on 30 July 2014, in relation to PD Notes only.
The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any regulated market in the European Economic Area (where such Notes are, in addition, issued with a
minimum denomination of at least EUR 100,000 (or its equivalent in any other currency) or otherwise fall within an exemption from the requirement to publish a prospectus under the
Prospectus Directive, such Notes are hereinafter referred to as "Exempt Notes").
The AFM has neither approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Notes.
Application is expected to be made to the SIX Swiss Exchange Ltd ("SIX Swiss Exchange") for registration of the Base Prospectus as an issuance programme for the listing of derivatives in
accordance with the Listing Rules and the Additional Rules for the Listing of Derivatives of the SIX Swiss Exchange. If approved, Notes issued under the Programme may also be listed and
admitted to trading on SIX Structured Products Exchange Ltd ("SIX Structured Products Exchange"). In respect of Notes to be listed on the SIX Structured Product Exchange, this Base
Prospectus together with the relevant Final Terms in respect of the issue of any such Notes will constitute the complete listing prospectus within the meaning of Article 21 of the Additional
Rules for the Listing of Derivatives of the SIX Swiss Exchange.
References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes (i) have been admitted to trading on Euronext Amsterdam, (ii) have been
listed on the Official List and admitted to trading on the Luxembourg Stock Exchange Regulated Market or (iii) have been admitted to trading on SIX Structured Products Exchange, as the
case may be.
The Notes issued under this Programme may be issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes"). Each Series of Notes in bearer form where the applicable
TEFRA exemption is "D Rules" will be represented on issue by a temporary global note in bearer form (each a "Temporary Global Note") or a permanent global note in bearer form (each a
"Permanent Global Note"). Interests in a Temporary Global Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date 40 days after the
later of the commencement of the offering and the relevant issue date, upon certification as to non-U.S. beneficial ownership.
Notes of each Tranche of each Series which are sold in an "offshore transaction" within the meaning of Regulation S ("Unrestricted Notes") under the U.S. Securities Act of 1933 (the
"Securities Act") will initially be represented by a permanent registered global certificate (each, an "Unrestricted Global Certificate"), without interest coupons, which may be deposited
on the issue date (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, with the Common Depositary on behalf of Euroclear and
Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg, The
Depository Trust Company ("DTC") or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer.
Registered Notes issued by the Issuer which are sold in the United States to "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act
("Restricted Notes") will initially be represented by a permanent registered global certificate (each, a "Restricted Global Certificate" and, together with the Unrestricted Global Certificate,
the "Global Certificates"), without interest coupons, which may be deposited on the issue date either with (a) the Common Depositary on behalf of Euroclear and Clearstream, Luxembourg
or (b) a custodian for, and registered in the name of Cede & Co. as nominee for, DTC.
Beneficial interests in Global Certificates held by Euroclear, Clearstream, Luxembourg and/or DTC will be shown on, and transfers thereof will be effected only through, records maintained
by Euroclear, Clearstream, Luxembourg and/or DTC and their participants. See "Clearing and Settlement". The provisions governing the exchange of interests in the Global Notes and in
each Global Certificate are described in "Form of the Notes".
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors" on pages 31 to 61.

In relation to each separate issue of Notes, the price and amount of such Notes will be determined by the Issuer and the relevant Dealer(s) in accordance with prevailing market conditions at
the time of the issue of the Notes and will be set out in the relevant Final Terms.
Senior long-term Notes issued under the Programme are expected to be rated AA- by Fitch Ratings Ltd ("Fitch"). Senior unsecured Notes are expected to be rated Aa2 by Moody's Investors
Service Ltd. ("Moody's") and are expected to be rated AA- by Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"). Each of Fitch, Moody's and Standard &
Poor's is established in the European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"). In addition, this Base Prospectus contains or refers to certain
credit ratings issued by DBRS Ratings Limited ("DBRS"). DBRS is established in the European Union and is registered under the CRA Regulation. A list of credit rating agencies registered
under the CRA Regulation is published by the European Securities and Markets Authority on its website. Notes issued pursuant to the Programme may be rated or unrated. Where an issue of
Notes is rated, its rating will not necessarily be the same as the rating applicable to Notes issued under the Programme and will be specified in the relevant Final Terms. Whether or not a
rating in relation to any Notes will be treated as having been issued by a credit rating agency established in the European Union and/or regulated under the CRA Regulation will be disclosed
in the relevant Final Terms. None of these ratings is a recommendation to buy, sell or hold securities and any of them may be subject to suspension, reduction or withdrawal at any time by
the assigning rating agency without prior notice.
This Base Prospectus supersedes and replaces the base prospectus dated 22 June 2012.

Arranger and Dealer for the Programme
Rabobank International

The date of this Base Prospectus is 30 July 2014

//

This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (b) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the
Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a
prospectus for offers of Notes. Accordingly, any person making or intending to make an offer in that Relevant
Member State of Notes which are the subject of an offering contemplated in this Base Prospectus as
completed by Final Terms in relation to the offer of those Notes may only do so (a) in circumstances in which
no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in
relation to such offer, or (b) in the circumstances described under "Public Offers of Non-Exempt PD Notes in
the European Economic Area" on pages 81 to 86. Except to the extent sub-paragraph (b) above may apply,
neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus
for such offer.
In relation to Notes that are to be listed on the SIX Structured Products Exchange, the Issuer accepts
responsibility for the information contained in this Base Prospectus and to the best knowledge and belief of
the Issuer the information contained in this Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
No person has been authorised to give any information or to make any representation other than those
contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of the
Dealer(s) or the Arranger (as defined in "General Description of the Programme"). Neither the delivery of
this Base 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 Base 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 Base
Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Programme 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.
The Arranger and the Dealer(s) (excluding Rabobank International) have not separately verified the
information contained in this Base Prospectus. None of the Dealer(s) (excluding Rabobank International) or
the Arranger makes any representation, express or implied, or accepts any responsibility, in respect of the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor
any other financial statements should be considered as a recommendation by the Issuer, the Dealer(s) or the
Arranger that any recipient of this Base Prospectus or any other financial statements should purchase the
Notes. Prospective investors should have regard to the factors described under the section entitled "Risk
Factors" in this Base Prospectus. This Base 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 Base Prospectus and its purchase of Notes should be based upon such investigation, as it
deems necessary. None of the Dealer(s) nor the Arranger undertakes to review the financial condition or
affairs of the Issuer during the life of the arrangements contemplated by this Base Prospectus nor to advise
any investor or potential investor in the Notes of any information coming to the attention of any of the
Dealer(s) or the Arranger.
In connection with the issue of any Tranche, one or more relevant Dealer(s) (in such capacity, the "Stabilising
Manager(s)") (or persons acting on behalf of any Stabilising Manager(s)) 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
//
2

otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf
of any Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the Final Terms of the offer of the relevant Tranche 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 relevant Tranche and 60 days after the date of the allotment of the relevant Tranche. Any stabilisation
action or overallotment must be conducted by the relevant Stabilising Manager(s) (or persons acting on behalf
of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealer(s) to subscribe for, or purchase, any Notes.
The distribution of this Base Prospectus and any Final Terms and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms
come are required by the Issuer, the Dealer(s) and the Arranger to inform themselves about and to observe any
such restriction. The Notes have not been and will not be registered under the Securities Act or with any
securities regulatory authority of any State or other jurisdiction of the United States and are being sold
pursuant to an exemption from the registration requirements of such Act. The Notes include Bearer Notes that
are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered or sold or, in
the case of Bearer Notes, 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 ("Regulation S").
The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation
S and (in the case of Restricted Notes issued by the Issuer) within the United States to "qualified institutional
buyers" in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of Notes may be
relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a
description of these and certain further restrictions on offers, sales and transfer of the Notes and on
distribution of this Base Prospectus or any Final Terms or any other offering material relating to the Notes,
see "Transfer Restrictions" and "Subscription and Sale".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission (the
"SEC"), any State securities commission in the United States or any other U.S. regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the
accuracy or adequacy of this Base Prospectus. Any representation to the contrary is a criminal offence in the
United States.
An investment in the Notes does not constitute a participation in a collective investment scheme within
the meaning of the Swiss Federal Act on Collective Investment Schemes ("CISA"). Therefore, the issues
of Notes do not require an authorisation, and are not subject to the supervision, of the Swiss Financial
Market Supervisory Authority ("FINMA") and prospective investors in the Notes are not eligible for
the specific investor protection provided under the CISA.
All figures in this Base Prospectus have not been audited, unless stated otherwise. These figures are internal
figures of Rabobank Nederland or Rabobank Group.
Unless the context otherwise requires, references in this Base Prospectus to "Rabobank Group",
"Rabobank" or the "Group" are to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. and its members,
subsidiaries and affiliates. Rabobank Nederland and Rabobank International are trading names of
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. For the purposes of this Base Prospectus, references
to "Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Structured Products)" or
"Rabobank Structured Products" are to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. as Issuer.

3

Unless otherwise specified or the context otherwise requires, references to "U.S.$", "USD" and "U.S. Dollar"
are to the lawful currency of the United States of America, to "euro", "Euro", "EUR" and "" are to 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, as amended by the Treaty on the
Functioning of the European Union, to "Sterling" or "£" are to the lawful currency of the United Kingdom, to
"Australian Dollar" are to the lawful currency of the Commonwealth of Australia, to "New Zealand
Dollars" are to the lawful currency of New Zealand, to "JPY" and "yen" are to the lawful currency of Japan,
to "SEK" are to the lawful currency of Sweden, and to "Renminbi", "RMB" and "CNY" are to the lawful
currency of the PRC.
In this Base Prospectus, references to the "United States" are to the United States of America, to the "United
Kingdom" are to the United Kingdom of Great Britain and Northern Ireland and to "PRC" are to the People's
Republic of China which, for the purpose of this Base Prospectus, shall exclude Hong Kong, the Macau
Special Administrative Region of the People's Republic of China and Taiwan. References to "Renminbi
Notes" are to Notes denominated in CNY or Renminbi deliverable in Hong Kong, Singapore and Taiwan.
Your attention is drawn to the important information on pages 89 to 91.

4

TABLE OF CONTENTS
Page
SUMMARY OF PROGRAMME RELATING TO PD NOTES......................................................................... 9
RISK FACTORS ...............................................................................................................................................31
KEY FEATURES OF THE PD NOTES AND DESCRIPTION OF HOW THE UNDERLYINGS MAY
AFFECT THE VALUE OF THE NOTES .................................................................................................62
PUBLIC OFFERS OF NON-EXEMPT PD NOTES IN THE EUROPEAN ECONOMIC AREA ...................81
DOCUMENTS INCORPORATED BY REFERENCE .....................................................................................87
SUPPLEMENTARY PROSPECTUS ................................................................................................................88
IMPORTANT INFORMATION ........................................................................................................................89
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................92
GENERAL CONDITIONS OF THE NOTES ...................................................................................................94
1
Definitions and Interpretation ...................................................................................................................94
2
Form, Denomination and Title ................................................................................................................ 113
3
Transfers of Registered Notes ................................................................................................................. 115
4
Status of the Notes .................................................................................................................................. 117
5
Interest and Other Calculations ............................................................................................................... 117
6
Redemption at the Maturity Date ............................................................................................................135
7
Redemption prior to the Maturity Date ...................................................................................................143
8
Payments .................................................................................................................................................148
9
Physical Delivery ....................................................................................................................................156
10 Taxation ..................................................................................................................................................159
11 Prescription .............................................................................................................................................161
12 Events of Default ....................................................................................................................................161
13 Agents .....................................................................................................................................................162
14 Meeting of Noteholders, Modifications and Substitutions ......................................................................163
15 Replacement of Notes, Certificates, Receipts, Coupons and Talons .......................................................165
16 Increase and Further Issues .....................................................................................................................166
17 Notices ....................................................................................................................................................166
18 Governing Law and Jurisdiction .............................................................................................................166
ANNEX I: COMMODITY LINKED NOTES AND COMMODITY INDEX LINKED NOTES ..................168
1
Incorporation and Interpretation .............................................................................................................168

5

2
Definitions applicable to Commodity Linked Notes and Commodity Index Linked Notes ...................168
3
Adjustments to Observation Dates ..........................................................................................................178
4
Adjustments to Averaging Dates .............................................................................................................179
5
Additional Disruption Events, Adjustments for Commodity Linked Notes in respect of Commodities in
European Currencies, Correction of Reference Value and Adjustments to a Commodity Index ............180
ANNEX II: EQUITY LINKED NOTES .........................................................................................................183
1
Incorporation and Interpretation .............................................................................................................183
2
Definitions applicable to Equity Linked Notes .......................................................................................183
3
Adjustments to Observation Dates ..........................................................................................................187
4
Adjustments to Averaging Dates .............................................................................................................188
5
Potential Adjustment Events, Delisting, Merger Event, Tender Offer, Nationalisation and Insolvency,
Additional Disruption Events and Adjustments for Equity Linked Notes in respect of Equities quoted in
European Currencies ...............................................................................................................................189
6
Partial Lookthrough Depositary Receipt Provisions ...............................................................................191
7
Full Lookthrough Depositary Receipt Provisions ...................................................................................193
ANNEX III: EQUITY INDEX LINKED NOTES ..........................................................................................197
1
Incorporation and Interpretation .............................................................................................................197
2
Definitions applicable to Equity Index Linked Notes .............................................................................197
3
Adjustments to Observation Dates ..........................................................................................................201
4
Adjustments to Averaging Dates .............................................................................................................202
5
Adjustments to an Equity Index and Additional Disruption Events........................................................203
ANNEX IV: FUND LINKED NOTES ..........................................................................................................205
1
Incorporation and Interpretation .............................................................................................................205
2
Definitions Applicable to Fund Linked Notes ........................................................................................205
3
Adjustments in relation to a Trigger Event .............................................................................................207
4
Adjustments to Observation Dates ..........................................................................................................213
5
Adjustments to Averaging Dates .............................................................................................................213
6
Notice ......................................................................................................................................................214
ANNEX V: FX LINKED NOTES ...................................................................................................................215
1
Incorporation and Interpretation .............................................................................................................215
2
Definitions applicable to FX Linked Notes ............................................................................................215
3
Adjustments to Observation Dates ..........................................................................................................229
4
Adjustments to Averaging Dates .............................................................................................................229

6

5
Fallback Reference Date .........................................................................................................................230
6
Corrections to published and displayed rates ..........................................................................................230
7
Successor Currency .................................................................................................................................231
8
Rebasing of FX Linked Notes .................................................................................................................231
9
Consequences of an Additional Disruption Event...................................................................................231
ANNEX VI: INFLATION INDEX LINKED NOTES ....................................................................................233
1
Definitions applicable to Inflation Index Linked Notes ..........................................................................233
2
Adjustments ............................................................................................................................................234
FORM OF THE NOTES .................................................................................................................................238
USE OF PROCEEDS ......................................................................................................................................243
REMITTANCE OF RENMINBI INTO AND OUTSIDE THE PRC ..............................................................244
CLEARING AND SETTLEMENT .................................................................................................................247
DESCRIPTION OF BUSINESS OF RABOBANK GROUP .........................................................................250
RABOBANK GROUP STRUCTURE ............................................................................................................264
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ........................................................................................................................................268
SELECTED FINANCIAL INFORMATION ..................................................................................................297
RISK MANAGEMENT ..................................................................................................................................301
GOVERNANCE OF RABOBANK GROUP ..................................................................................................309
REGULATION OF RABOBANK GROUP ....................................................................................................321
CAPITALISATION OF RABOBANK GROUP .............................................................................................333
TAXATION .....................................................................................................................................................334
1
Austria .....................................................................................................................................................334
2
Belgium ...................................................................................................................................................339
3
Denmark .................................................................................................................................................343
4
Federal Republic of Germany .................................................................................................................343
5
Finland ....................................................................................................................................................348
6
France .....................................................................................................................................................348
7
Ireland .....................................................................................................................................................350
8
Italy .........................................................................................................................................................351
9
Luxembourg ............................................................................................................................................358
10 The Netherlands ......................................................................................................................................360

7

11 Norway ...................................................................................................................................................362
12 Portugal ...................................................................................................................................................362
13 Spain .......................................................................................................................................................365
14 Sweden ....................................................................................................................................................366
15 Switzerland .............................................................................................................................................369
16 United Kingdom .....................................................................................................................................370
17 United States Federal Income Taxation ..................................................................................................370
18 EU Directive on the Taxation of Savings Directive ................................................................................390
ERISA CONSIDERATIONS ..........................................................................................................................391
TRANSFER RESTRICTIONS .......................................................................................................................393
SUBSCRIPTION AND SALE ........................................................................................................................396
FORM OF FINAL TERMS IN RESPECT OF PD NOTES ............................................................................ 411
FORM OF FINAL TERMS IN RESPECT OF EXEMPT NOTES .................................................................484
GENERAL INFORMATION ..........................................................................................................................531

8

Summary of Programme relating to PD Notes
SUMMARY OF PROGRAMME RELATING TO PD NOTES
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A E
(A.1 E.7). This summary contains all the Elements required to be included in a summary relating to the Notes and the
Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the
Elements. Even though an Element may be required to be inserted in the summary because of the nature of the Notes and the
Issuer, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the
Element is included in the summary and marked as "Not Applicable".
Section A Introduction and warnings
Element

A.1
This summary must be read as an introduction to this Base Prospectus. Any decision to invest in the Notes should
be based on a consideration of the Base Prospectus as a whole, including any documents incorporated by
reference. Where a claim relating to the information contained in this Base Prospectus is brought before a court,
the plaintiff may, under the national legislation of Member States of the European Economic Area where the
claim is brought, be required to bear the costs of translating the Base Prospectus before the legal proceedings are
initiated. Civil liability attaches only to those persons who have tabled the summary, including any translation
thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts
of this Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus,
key information in order to aid investors when considering whether to invest in the Notes.
A.2
Consent
In connection with any public offer of Non-Exempt PD Notes, the Issuer accepts responsibility,
in a Public Offer Jurisdiction, for the content of this Base Prospectus under Article 6 of the
Prospectus Directive in relation to any person to whom an offer of any Non-Exempt PD Notes
is made by any financial intermediary to whom the Issuer has given its consent to use the Base
Prospectus (an "Authorised Offeror"), where the offer is made in compliance with all
conditions attached to the giving of the consent. Such consent and conditions are described
below under "Consent" and "Common conditions to consent".
Consent: Subject to the conditions set out below under "Common conditions to consent":
(
a) the Issuer consents to the use of this Base Prospectus (as supplemented as at the relevant
time, if applicable) in connection with a Public Offer of Non-Exempt PD Notes in a Public
Offer Jurisdiction by the relevant Dealer and by (i) any financial intermediary named as an
initial authorised offeror in the relevant Final Terms; and (ii) any financial intermediary
appointed after the date of the relevant Final Terms and whose name is published on the
Issuer's website (www.rabobank.com) and identified as an Authorised Offeror in respect of
the relevant Public Offer; and
(b
) if (and only if) Part B of the relevant Final Terms specifies "General Consent" as
"Applicable", the Issuer hereby offers to grant its consent to the use of this Base
Prospectus (as supplemented as at the relevant time, if applicable) in connection with a
Public Offer of Non-Exempt PD Notes in a Public Offer Jurisdiction by any financial
intermediary which satisfies the following conditions: (i) it is authorised to make such
offers under the applicable legislation implementing the Markets in Financial Instruments
Directive; and (ii) it accepts the Issuer's offer to grant consent to the use of this Base
Prospectus by publishing on its website a statement that it agrees to use the Base
Prospectus in accordance with the Authorised Offeror Terms and subject to the conditions
to such consent.

9

Summary of Programme relating to PD Notes
Element

Common conditions to consent: The conditions to the Issuer's consent to use this Base
Prospectus in the context of the relevant Public Offer are (in addition to the conditions described
in paragraph (b) above if Part B of the relevant Final Terms specifies "General Consent" as
applicable) that such consent:
(
a) is only valid in respect of the relevant Tranche of Non-Exempt PD Notes;
(b
) is only valid during the Offer Period specified in the relevant Final Terms; and
(
c) only extends to the use of this Base Prospectus to make Public Offers of the relevant
Tranche of Non-Exempt PD Notes in the Public Offer Jurisdictions, as specified in the
relevant Final Terms.
An investor intending to acquire or acquiring Notes in a Public Offer from an Authorised
Offeror other than the Issuer will do so, and offers and sales of such Notes to an investor by
such Authorised Offeror will be made, in accordance with any terms and other arrangements in
place between such Authorised Offeror and such investor including as to price, allocations,
expenses and settlement arrangements.
Each investor must look to the relevant Authorised Offeror at the time of any such Public
Offer for the provision of information regarding the terms and conditions of the Public
Offer and the Authorised Offeror will be solely responsible for such information.
Section B Issuer
Element
Title

B.1
The legal and
The legal name of the Issuer is Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
commercial
(Rabobank Structured Products).
name of the
The commercial name of the Issuer is Rabobank Structured Products.
Issuer:
B.2
The domicile
The Issuer has its statutory seat in Amsterdam, is a cooperative entity (coöperatie) and is
and legal form
registered with the Trade Register of the Chamber of Commerce in Utrecht, the Netherlands
of the Issuer,
under number 30046259. The Issuer operates under the laws of the Netherlands.
the legislation
under which
the Issuer
operates and
its country of
incorporation:
B.4b
A description
Rabobank Group's results of operations are affected by a variety of market conditions,
of any known
including economic cycles, fluctuations in stock markets, interest rates and exchange rates,
trends affecting and increased competition. A deterioration in economic conditions, or the Group's inability to
the Issuer and
accurately predict or respond to such developments, could have a material adverse effect on
the industries
the Group's prospects, business, financial condition and results of operations.
in which it
The Issuer expects that the relatively low interest rate environment that it faced in the recent
operates:
past is likely to continue in 2014, with a corresponding impact on Rabobank Group's results.
B.5
Description of
Rabobank Group is an international financial services provider, operating on the basis of
the Issuer's
cooperative principles. Rabobank Group is comprised of the Issuer as central institution, its
Group and the
members, being the local Rabobanks in the Netherlands and its subsidiaries and participations

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