Obligation Rabobank 6.625% ( XS1400626690 ) en EUR

Rabobank

100 % ▼

Pays-Bas

XS1400626690 ( en EUR )

6.625% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Rabobank XS1400626690 en EUR 6.625%, échue

200 000 EUR

1 250 000 000 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 XS1400626690, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached Offering Circular 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 Offering Circular. In accessing the attached Offering Circular, 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 Offering Circular on the basis that
you have confirmed to Coöperatieve Rabobank U.A. (Rabobank), Goldman Sachs International, Morgan
Stanley & Co. International plc, Nomura International plc and UBS Limited (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.
The attached Offering Circular has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and consequently
none of Coöperatieve Rabobank U.A. (Rabobank) (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 Offering Circular 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 Offering Circular has been delivered to you on the basis that you are a
person into whose possession the attached Offering Circular 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
Offering Circular to any other person.
Restrictions on marketing and sales to retail investors: The Capital Securities discussed in the attached
Offering Circular (the "Capital Securities") are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the Capital
Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took
effect from 1 October 2015 (the "PI Instrument").
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial interests therein),
such as the Capital Securities, must not be sold to retail clients in the European Economic Area (the
"EEA"); and
(ii)
there must not be any communication or approval of an invitation or inducement to participate in,
acquire or underwrite such securities (or the beneficial interest in such securities) where that invitation
or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail
client in the EEA (in each case, within the meaning of the PI Rules), other than in accordance with the
limited exemptions set out in the PI Rules.
The Joint Lead Managers are required to comply with the PI Rules. By purchasing, or making or accepting an
offer to purchase, any Capital Securities (or a beneficial interest in such Capital Securities) from the Issuer
A31598551

and/or the Joint Lead Managers, each prospective investor represents, warrants, agrees with and undertakes to
the Issuer and each of the Joint Lead Managers that:
1.
it is not a retail client in the EEA (as defined in the PI Rules);
2.
whether or not it is subject to the PI Rules, it will not
A. sell or offer the Capital Securities (or any beneficial interest therein) to retail clients in the EEA; or
B. communicate (including the distribution of the attached Offering Circular) or approve an invitation
or inducement to participate in, acquire or underwrite the Capital Securities (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated in such a way
that it is likely to be received by a retail client in the EEA (in each case within the meaning of the
PI Rules),
in any such case other than (i) in relation to any sale or offer to sell Capital Securities (or any beneficial
interests therein) to a retail client in or resident in the United Kingdom, in circumstances that do not and
will not give rise to a contravention of the PI Rules by any person and/or (ii) in relation to any sale or
offer to sell Capital Securities (or any beneficial interests therein) to a retail client in any EEA member
state other than the United Kingdom, where (a) it has conducted an assessment and concluded that the
relevant retail client understands the risks of an investment in the Capital Securities (or such beneficial
interests therein) and is able to bear the potential losses involved in an investment in the Capital
Securities (or such beneficial interests therein) and (b) it has at all times acted in relation to such sale or
offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID") to the
extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be in
compliance with MiFID if it were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Capital Securities
(or any beneficial interests therein), including (without limitation) any such laws, regulations and
regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the
Capital Securities (or any beneficial interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Capital Securities (or any beneficial interests therein) from the Issuer and/or the
Joint Lead Managers the foregoing representations, warranties, agreements and undertakings will be given by
and be binding upon both the agent and its underlying client.
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 U.S. 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 Offering Circular 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 Offering Circular 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 Offering Circular 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.

Offering Circular dated 22 April 2016
Coöperatieve Rabobank U.A. (Rabobank)
EUR 1,250,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down
Capital Securities
Issue Price of the Capital Securities: 100 per cent.
The EUR 1,250,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities (the "Capital Securities") will be issued by Coöperatieve Rabobank
U.A. (Rabobank) ("Rabobank", the "Issuer" or the "Bank"). 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.
Interest on the Capital Securities will accrue on their Prevailing Principal Amount (as defined in `Terms and Conditions of the Capital Securities') from (and including) 26 April
2016 (the "Issue Date") to (but excluding) 29 June 2021 (the "First Reset Date") at an initial rate of 6.625 per cent. per annum, and will, subject as provided below, be payable
semi-annually in arrear on 29 June and 29 December in each year, except that there will be a short first Interest Period of 63 days, beginning on (and including) the Issue Date and
ending on (but excluding) 29 June 2016. 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 Reset Reference Rate (as defined in `Terms and Conditions of the Capital Securities') plus 6.697 per cent. Payments of interest 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'. The Issuer may, in its
sole discretion, elect to cancel the payment of interest on the Capital Securities (in whole or in part) on any Interest Payment Date, and payments of interest may be subject to
mandatory cancellation, as more particularly described under `Terms and Conditions of the Capital Securities Cancellation of Interest'.
The Prevailing Principal Amount of the Capital Securities will be written down if the CET1 Ratio of the Rabobank Group has fallen below 7 per cent. and/or the CET1
Ratio of the Issuer has fallen below 5.125 per cent. (a "Trigger Event", as further defined in `Terms and Conditions of the Capital Securities') occurs. The Trigger Event
relates to the solvency levels on which Rabobank is supervised: non-consolidated at Issuer level and consolidated on the level of the Rabobank Group. Rabobank Group
comprises Rabobank and a number of specialised subsidiaries. Holders may lose some or all of their investment in the Capital Securities as a result of such a write-down.
Following such reduction, the Prevailing Principal Amount may, at the Issuer's discretion, be written up (but never above the Initial Principal Amount (as defined in
`Terms and Conditions of the Capital Securities')) if certain conditions are met. See `Terms and Conditions of the Capital Securities Write Down and Write Up'.
The Capital Securities will be perpetual securities, have no fixed or final redemption date and holders of the Capital Securities (the "Holders") do not have the right to call for their
redemption. Subject to satisfaction of certain conditions (as described herein) and applicable law, the Capital Securities may be redeemed (at the option of the Issuer) on 29 June
2021 (the "First Call Date"), or on each Interest Payment Date thereafter, in whole but not in part in an amount equal to the Prevailing Principal Amount together with any
Outstanding Payments (each as defined in `Terms and Conditions of the Capital Securities'). In addition, upon the occurrence of a Capital Event or a Tax Law Change (each as
defined in `Terms and Conditions of the Capital Securities'), the Capital Securities may be redeemed (at the option of the Issuer) in whole but not in part in an amount equal to their
Prevailing Principal Amount together with any Outstanding Payments, as further described herein. Upon the occurrence of 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 `Terms and Conditions of the Capital Securities').
This Offering Circular does not comprise a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC as amended. Application has been made to the Irish Stock Exchange
plc (the "Irish Stock Exchange") for the Capital Securities to be admitted to the Official List and trading on the Global Exchange Market of the Irish Stock Exchange. This
Offering Circular constitutes listing particulars for the purpose of such application and has been approved by the Irish Stock Exchange.References in this Offering Circular to the
Capital Securities being "listed" (and all related references) shall mean that the Capital Securities have been admitted to the Official List and trading on the Global Exchange
Market.
The denominations of the Capital Securities shall be EUR 200,000. 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 date which is expected to be 6 June 2016, upon certification as to non-U.S. 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 while in Global Form".
The Capital Securities are expected upon issue to be rated Baa3 and BBB- by Moody's Investors Service Limited ("Moody'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 Offering Circular have been issued by Moody'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.
The Capital Securities are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other than in circumstances that do not
and will not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail
investors" on pages 2 to 3 of this Offering Circular for further information.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering Circular.
Joint Lead Managers
Goldman Sachs International
Morgan Stanley
Nomura
Rabobank
UBS Investment Bank

This Offering Circular 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 OFFERING CIRCULAR 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 Offering Circular 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 Offering
Circular and the offering of the Capital Securities in certain jurisdictions may be restricted by law. Persons into whose possession
this Offering Circular 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 Offering
Circular see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Offering Circular 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 Offering Circular 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 Offering Circular 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 Offering Circular 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 Goldman Sachs International, Morgan Stanley & Co. International plc, Nomura International plc or UBS Limited have
separately verified the information contained in this Offering Circular. Goldman Sachs International, Morgan Stanley & Co.
International plc, Nomura International plc and UBS Limited make no representation, express or implied, or accept any
responsibility, with respect to the accuracy or completeness of any of the information in this Offering Circular. Neither this
Offering Circular 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 Offering Circular 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 Offering Circular.
This Offering Circular 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 Offering Circular and its purchase of
Capital Securities should be based upon such investigation as it deems necessary.
Restrictions on marketing and sales to retail investors: The Capital Securities are complex financial instruments and are not a
suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of securities such as the Capital Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI
Instrument").
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial interests therein), such as the Capital
Securities, must not be sold to retail clients in the European Economic Area (the "EEA"); and
(ii)
there must not be any communication or approval of an invitation or inducement to participate in, acquire or underwrite
such securities (or the beneficial interest in such securities) where that invitation or inducement is addressed to or
2

disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case, within the meaning of
the PI Rules), other than in accordance with the limited exemptions set out in the PI Rules.
The Joint Lead Managers are required to comply with the PI Rules. By purchasing, or making or accepting an offer to purchase,
any Capital Securities (or a beneficial interest in such Capital Securities) from the Issuer and/or the Joint Lead Managers, each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the Joint Lead Managers that:
1.
it is not a retail client in the EEA (as defined in the PI Rules);
2.
whether or not it is subject to the PI Rules, it will not
A. sell or offer the Capital Securities (or any beneficial interest therein) to retail clients in the EEA; or
B. communicate (including the distribution of this Offering Circular) or approve an invitation or inducement to participate
in, acquire or underwrite the Capital Securities (or any beneficial interests therein) where that invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case
within the meaning of the PI Rules),
in any such case other than (i) in relation to any sale or offer to sell Capital Securities (or any beneficial interests therein) to a
retail client in or resident in the United Kingdom, in circumstances that do not and will not give rise to a contravention of the
PI Rules by any person and/or (ii) in relation to any sale or offer to sell Capital Securities (or any beneficial interests therein)
to a retail client in any EEA member state other than the United Kingdom, where (a) it has conducted an assessment and
concluded that the relevant retail client understands the risks of an investment in the Capital Securities (or such beneficial
interests therein) and is able to bear the potential losses involved in an investment in the Capital Securities (or such beneficial
interests therein) and (b) it has at all times acted in relation to such sale or offer in compliance with the Markets in Financial
Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the extent MiFID does not apply to it, in a
manner which would be in compliance with MiFID if it were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA)
relating to the promotion, offering, distribution and/or sale of the Capital Securities (or any beneficial interests therein),
including (without limitation) any such laws, regulations and regulatory guidance relating to determining the appropriateness
and/or suitability of an investment in the Capital Securities (or any beneficial interests therein) by investors in any relevant
jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase,
any Capital Securities (or any beneficial interests therein) from the Issuer and/or the Joint Lead Managers the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its underlying
client.
With effect from 1 January 2016, the Issuer, as surviving entity following a legal merger with all of its members being the local
Rabobanks, changed its name from Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. to Coöperatieve Rabobank U.A.
Accordingly, references in this Offering Circular to the "Issuer", the "Bank" and "Rabobank" shall, with respect to matters
occurring prior to 1 January 2016 (i.e. prior to the legal merger with the local Rabobanks), be deemed to refer to Coöperatieve
Centrale Raiffeisen-Boerenleenbank B.A., and with respect to matters occurring on or after 1 January 2016, be deemed to refer to
Coöperatieve Rabobank U.A. (i.e. after the legal merger with the local Rabobanks). Accordingly, references to "Rabobank
Group" or the "Group" are to Coöperatieve Rabobank U.A. (or, with respect to matters occurring prior to 1 January 2016,
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.) together with its consolidated subsidiaries.
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 Capital Securities, Morgan Stanley & Co. International plc (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
3

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 Offering Circular have not been audited, unless stated otherwise. Such figures are internal figures of Rabobank or
Rabobank Group.
The language of this Offering Circular is English. Certain legislative references and technical terms have been cited in their original
language in order that the correct technical meaning may be ascribed to them under applicable law.
4

TABLE OF CONTENTS
RISK FACTORS .............................................................................................................................................. 6
IMPORTANT INFORMATION ................................................................................................................... 35
FORWARD-LOOKING STATEMENTS..................................................................................................... 37
OVERVIEW ................................................................................................................................................... 38
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES............................................................. 43
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN
GLOBAL FORM............................................................................................................................................ 65
DESCRIPTION OF BUSINESS OF RABOBANK GROUP...................................................................... 67
RABOBANK GROUP STRUCTURE .......................................................................................................... 79
SELECTED FINANCIAL INFORMATION............................................................................................... 81
RISK MANAGEMENT................................................................................................................................. 85
GOVERNANCE OF RABOBANK GROUP ............................................................................................... 93
REGULATION OF RABOBANK GROUP ................................................................................................103
USE OF PROCEEDS....................................................................................................................................115
TAXATION....................................................................................................................................................116
SUBSCRIPTION AND SALE ......................................................................................................................118
GENERAL INFORMATION.......................................................................................................................124
5

Risk Factors
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 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 Offering Circular (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. 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. Since
2014, the Dutch economy has shown signs of a recovery. 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. Interest rates remained low in 2014 and the first half of 2015 due to the
measures taken by the European Central Bank (the "ECB") intended to stimulate European economies.
Persistent low interest rates have negatively affected and continue to 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 commissions and interest. Continuing volatility in the financial markets or a
protracted economic downturn in the Rabobank Group's 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 a 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 Group, 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. An economic
downturn or an escalation of the European sovereign debt crisis may result in an increase in credit risk and,
6

Risk Factors
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
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: (a) decrease the value of certain fixed income instruments which Rabobank Group
holds; (b) result in surrenders of certain savings products with fixed rates below market rates by banking
customers of Rabobank Group; (c) require Rabobank Group to pay higher interest rates on the securities that
it issues; and (d) 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.
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 defined within
the Rabobank Group as "the risk of losses resulting from inadequate or failed internal processes, people or
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Risk Factors
systems or by external events". Rabobank Group operates within the current regulatory framework as regards
measuring and managing operational risk, including holding capital for this risk. Events of recent decades in
modern international banking have shown that operational risks can lead to substantial losses. Examples of
operational risk incidents are highly diverse: fraud or other illegal conduct, failure of an institution to have
policies and procedures and controls in place to prevent, detect and report incidents of non-compliance with
applicable laws or regulations, claims relating to inadequate products, inadequate documentation, losses due
to poor occupational health and safety conditions, errors in transaction processing and system failures. The
occurrence of any such incidents or additional cost of complying with new regulation could have a material
adverse effect on Rabobank Group's reputation and 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 and arbitration proceedings whether private litigation or regulatory
enforcement action, are brought against it. The outcome of such proceedings is inherently uncertain and could
result in financial loss. Defending or responding to such 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.
Failure to manage legal 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. In addition, banking entities generally,
including the Rabobank Group, are experiencing heightened regulatory oversight and scrutiny, which may
lead to additional regulatory investigations or enforcement actions. These and other regulatory initiatives may
result in judgements, settlements, fines or penalties, or cause the Rabobank Group to restructure its operations
and activities, any of which could have a negative impact on the Rabobank Group's reputation or impose
additional operational costs, and could have a material adverse effect on the Rabobank Group's results of
operations. Rabobank Group is exposed to regulatory scrutiny and potentially significant claims, in relation
to, among other things, the sale of interest rate derivatives to SME clients. A negative outcome of any such
claims (including proceedings, collective-actions and, settlements), action taken by supervisory authorities or
other authorities, legislation, sector-wide measures, and other arrangements for the benefit of clients and third
parties could have a negative impact on the Rabobank Group's reputation or impose additional operational
costs, and could have a material adverse effect on the Rabobank Group's results of operations, financial
condition and prospects. For further information, see "Description of Business of Rabobank Group Legal
and arbitration proceedings".
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 or lead to
regulatory enforcement action or may have a negative impact on Rabobank Group's reputation.
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
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Document Outline

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