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Rabobank est une banque coopérative d'origine néerlandaise et un acteur mondial majeur du financement de l'agriculture et de l'alimentation.

L'Obligation émise par Rabbobank ( Pays-bas ) , en EUR, avec le code ISIN XS2014373182, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/06/2027

COÖPERATIEVE RABOBANK U.A.
(incorporated in the Netherlands with its statutory seat in Amsterdam
and registered in the Commercial Register of the Chamber of Commerce under number 30046259)
25,000,000,000 Covered Bond Programme
guaranteed as to payments of interest and principal by
RABO COVERED BOND COMPANY B.V.
(incorporated in the Netherlands with its statutory seat in Amsterdam and registered in the Commercial Register of the Chamber of Commerce under number 67959687)
Under this 25,000,000,000 covered bond programme (the "Programme"), Coöperatieve Rabobank U.A. (the "Issuer" or "Rabobank") may from time to time issue covered
bonds with an extendable maturity date in global or definitive and in bearer or registered form (the "Covered Bonds") denominated in any currency agreed between the Issuer
and the relevant Dealer(s).
Rabo Covered Bond Company B.V. (the "CBC") will as an independent obligation irrevocably undertake to pay scheduled interest and scheduled principal payable under the
Covered Bonds pursuant to a guarantee issued under the Trust Deed and will pledge to Stichting Security Trustee Rabo Covered Bond Company (the "Trustee") the Transferred
Assets and certain other assets as security therefor. Recourse against the CBC under its guarantee will be limited to the Transferred Assets and such other assets of the CBC.
The aggregate nominal amount of al Covered Bonds from time to time outstanding under the Programme will not exceed 25,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement described herein), subject to any increase as described herein.
The Covered Bonds may be issued on a continuing basis to purchasers thereof, which may include any dealer or dealers, including any affiliates of the Issuer, appointed under
the Programme from time to time by the Issuer (each a "Dealer" and together the "Dealers"). Such appointment may be for a specific issue or on an ongoing basis. The Dealer
or Dealers who (intend to) subscribe an issue of any Covered Bonds is or are (as the case may be) col ectively referred to as the "relevant Dealers" in respect of those Covered
Bonds.
The minimum denomination of Covered Bonds offered by the Issuer will be (i) such denomination as may be al owed or required from time to time by the relevant central bank
or regulatory authority (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency (as defined below) and (i ) in respect of Covered Bonds
which will be offered to the public within a member state of the European Economic Area or for which the Issuer will seek their admission to trading on a regulated market (as
defined in Directive 2014/65/EU (as amended, "MiFID II")) situated or operating within such a member state, in each case in circumstances which would require the approval
of a prospectus under the Prospectus Directive, 100,000 (or its equivalent in any other currency at the date of issue of the Covered Bonds).
This Base Prospectus has been approved by the Stichting Autoriteit Financiële Markten ("AFM") as competent authority under the Dutch Financial Supervision Act (Wet op het
financieel toezicht), implementing Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive") for a period of 12 months from the date of this Base
Prospectus (such date, the "2019 Programme Date"). Application may be made for Covered Bonds issued under the Programme to be admitted to listing on (i) Euronext in
Amsterdam ("Euronext Amsterdam"), (i ) the official list of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange Official List") and admitted to trading on
the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") or (iii) such other or further stock exchange(s) or market as may be agreed
between the Issuer, the CBC, the Trustee and the relevant Dealer or Dealers. Each of Euronext Amsterdam and the Luxembourg Stock Exchange Official List is a regulated
market for the purposes of MiFID II. The Issuer may also issue unlisted and/or privately placed Covered Bonds. The relevant final terms to this Base Prospectus (the "Final
Terms") in respect of the issue of any Covered Bonds will specify whether such Covered Bonds will be listed on Euronext Amsterdam or the Luxembourg Stock Exchange
Official List (or any other stock exchange) or whether the Covered Bonds will be unlisted. References in this Base Prospectus to Covered Bonds being "listed" (and al related
references) shall mean that such Covered Bonds have been admitted to trading and have been listed on Euronext Amsterdam, the Luxembourg Stock Exchange Official List and
the regulated market of the Luxembourg Stock Exchange or such other or further stock exchange(s) or market which may be agreed between the Issuer, the CBC, any Dealer
and the Trustee.
Notice of the aggregate nominal amount of the relevant Covered Bonds, interest (if any) payable in respect of such Covered Bonds, the issue price of such Covered Bonds and
any other terms and conditions not contained herein which are applicable to each Tranche (as defined under Section 1.3 Terms and Conditions of Covered Bonds below) of such
Covered Bonds will be set out in the Final Terms substantial y in the form as set out herein, which, with respect to such Covered Bonds to be listed on Euronext Amsterdam, the
Luxembourg Stock Exchange Official List or on such other or further stock exchange(s) or market(s) as may be agreed and specified in the applicable Final Terms, will be
delivered to Euronext Amsterdam, the Luxembourg Stock Exchange or on such other or further stock exchange(s) or market(s) on or before the date of issue of such Tranche.
The Issuer and the CBC may agree with any Dealer and the Trustee that Covered Bonds will be issued in a form not contemplated by the Conditions of the Covered Bonds set
out herein, in which event a supplement, if appropriate, will be made available which wil describe the effect of the agreement reached in relation to such Covered Bonds.
The Covered Bonds of each Tranche shall be either in bearer form or in registered form. Bearer Covered Bonds will (unless otherwise specified in the applicable Final Terms)
initially be represented by a Global Covered Bond. Global Covered Bonds will be deposited on or about the issue date thereof either (a) with a common safekeeper of Euroclear
Bank SA/NV as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), (b) with Nederlands Centraal
Instituut voor Giraal Effectenverkeer B.V. ("Euroclear Netherlands") and/or (c) with a depositary for any other agreed clearing system. Registered Covered Bonds will either
be issued (i) to each holder by way of a Registered Covered Bonds Deed or (i ) in respect of any Series which contains one or more Tranches offered or sold in reliance on Rule
144A, by way of a Registered Global Covered Bond certificate (al as defined herein). See Section 1.1 Form of Covered Bonds below.
The Covered Bonds are expected on issue to be assigned an Aaa rating by Moody's Investors Service Ltd. ("Moody's"). A security 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 (as defined in Section 2. Asset Backed Guarantee below).
Moody's is established in the European Economic Area and registered under the Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September
2009 on credit rating agencies, as amended (the "CRA Regulation").
This Base Prospectus is to be read in conjunction with any supplement hereto and any Final Terms and with all documents which are deemed to be incorporated in it by
reference (see Section D.1 Incorporation by reference below). This Base Prospectus shal be read and construed on the basis that such documents are incorporated into, and
form part of, this Base Prospectus. Capitalised terms used herein wil have the meaning ascribed thereto in section 9 (Glossary of Defined Terms). Capitalised terms which are
used but not defined in section 9 (Glossary of Defined Terms) of this Base Prospectus, will have the meaning attributed thereto in any other section of this Base Prospectus.
Investing in Covered Bonds issued under the Programme involves certain risks. The principal risk factors that may affect the abilities of the Issuer and the CBC to fulfil their
respective obligations under the Covered Bonds as wel the principal risk factors associated with the Covered Bonds themselves are discussed under Section B. Risk Factors
below.
This Base Prospectus supersedes and replaces the base prospectus dated 4 June 2018 in respect of a 25,000,000,000 Covered Bond programme (which was supplemented on 16
August 2018, 24 October 2018 and 14 February 2019).
Arranger and Dealer for the Programme
Rabobank

The date of this Base Prospectus is 14 May 2019
50110761 M 26642283

CONTENTS

Page
IMPORTANT NOTICES ............................................................................................................................. 1
A.
KEY FEATURES OF THE PROGRAMME .................................................................................... 4
B.
RISK FACTORS ............................................................................................................................. 16
B.1 Issuer .......................................................................................................................................... 16
B.2 Covered Bonds ........................................................................................................................... 33
B.3 Asset-Backed Guarantee ............................................................................................................. 47
B.4 Guarantee Support ...................................................................................................................... 52
B.5 Asset Monitoring ........................................................................................................................ 72
B.6 Servicing and Custody ................................................................................................................ 74
B.7 Swaps.......................................................................................................................................... 74
B.8 Cash Flows ................................................................................................................................. 80
B.9 General Information ................................................................................................................... 80
C.
STRUCTURE DIAGRAM; PRINCIPAL TRANSACTION PARTIES ......................................... 83
C.1 Structure Diagram ...................................................................................................................... 83
C.2 Principal Transaction Parties ...................................................................................................... 84
D.
INCORPORATION BY REFERENCE; DEFINITIONS & INTERPRETATION; FINAL TERMS
AND DRAWDOWN PROSPECTUSES; OTHER IMPORTANT INFORMATION .................... 85
D.1 Incorporation by reference .......................................................................................................... 85
D.2 Definitions & Interpretation ....................................................................................................... 85
D.3 Final Terms and Drawdown Prospectuses .................................................................................. 86
D.4 Other Important Information ...................................................................................................... 87
E.
RABOBANK GROUP .................................................................................................................... 88
E.1
Description of business of Rabobank Group .............................................................................. 88
E.2
Structure and Governance of Rabobank Group .......................................................................... 97
E.3
Management's discussion and analysis of financial condition and results of operations .......... 100
E.4
Selected Financial Information ................................................................................................. 129
E.5
Risk Management ..................................................................................................................... 132
E.6
Governance of Rabobank Group .............................................................................................. 141
E.7
Regulation of Rabobank Group ................................................................................................ 150
E.8
Capitalisation and Indebtedness of Rabobank Group ............................................................... 160
1.
COVERED BONDS ..................................................................................................................... 162
1.1
Form of Covered Bonds ........................................................................................................... 162
1.2
Form of Final Terms ................................................................................................................. 165
1.3
Terms and Conditions of Covered Bonds ................................................................................. 179
1.4
Taxation in the Netherlands ...................................................................................................... 224
1.5
Subscription and Sale ............................................................................................................... 227
1.6
Trustee ...................................................................................................................................... 231
1.7
Application of Proceeds ............................................................................................................ 232
1.8
Description of the Dutch Covered Bond Legislation ................................................................ 233
2.
ASSET-BACKED GUARANTEE................................................................................................ 235
2.1
Guarantee .................................................................................................................................. 235
2.2
Security ..................................................................................................................................... 237
2.3
CBC .......................................................................................................................................... 238
50110761 M 26642283

3.
GUARANTEE SUPPORT ............................................................................................................ 240
3.1
Transfers ................................................................................................................................... 240
3.2
Retransfers ................................................................................................................................ 244
3.3
Eligible Assets .......................................................................................................................... 245
3.4
Overview of the Dutch Residential Mortgage Market .............................................................. 252
3.5
NHG Guarantee Programme..................................................................................................... 256
3.6
Originators ................................................................................................................................ 259
3.7
Sub-Participation ...................................................................................................................... 265
4.
ASSET MONITORING ................................................................................................................ 268
4.1
Asset Cover Test ....................................................................................................................... 268
4.2
Amortisation Test ..................................................................................................................... 273
4.3
Sale or Refinancing of Selected Assets .................................................................................... 276
4.4
Asset Monitor ........................................................................................................................... 278
5.
SERVICING AND CUSTODY .................................................................................................... 280
5.1
Servicing ................................................................................................................................... 280
5.2
Servicers ................................................................................................................................... 282
5.3
Custody ..................................................................................................................................... 283
6.
SWAPS ......................................................................................................................................... 284
6.1
Portfolio Swap .......................................................................................................................... 286
6.2
Interest Rate Swaps .................................................................................................................. 287
6.3
Structured Swaps ...................................................................................................................... 288
7.
CASHFLOWS .............................................................................................................................. 289
7.1
Ledgers ..................................................................................................................................... 293
7.2
Post-Notice-To-Pay Priority of Payments ................................................................................ 296
7.3
Post-CBC-Acceleration-Notice Priority of Payments .............................................................. 299
7.4
CBC Accounts .......................................................................................................................... 301
8.
GENERAL INFORMATION ....................................................................................................... 302
9.
GLOSSARY OF DEFINED TERMS ........................................................................................... 306

50110761 M 26642283 / 6

IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this Base Prospectus and the CBC
accepts responsibility for the information relating to the CBC contained in this Base Prospectus. To the
best of the knowledge of the Issuer and the CBC (which have taken all reasonable care to ensure that such
is the case) the information (in the case of the CBC, to the extent such information relates to it) contained
in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Neither the Arranger nor any Dealer (except for Rabobank in its capacity as Issuer) nor the Trustee nor
any of their respective affiliates has independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking, express or implied, is made and no
responsibility or liability is accepted by the Arranger, any Dealer or the Trustee or any of their respective
affiliates as to the accuracy or completeness of the information contained or incorporated in this Base
Prospectus or any other information provided by the Issuer and the CBC in connection with the
Programme. Neither the Arranger, nor any Dealer (except for Rabobank in its capacity as Issuer) nor the
Trustee nor any of their respective affiliates accepts any liability in relation to the information contained
or incorporated by reference in this Base Prospectus or any other information provided by the Issuer and
the CBC in connection with the Programme.
No person is or has been authorised by the Issuer, the CBC, the Arranger, any Dealer or the Trustee to
give any information or to make any representation not contained in or not consistent with this Base
Prospectus or any other information supplied in connection with the Programme or the Covered Bonds
and, if given or made, such information or representation must not be relied upon as having been
authorised by the Issuer, the CBC, the Arranger, any Dealer or the Trustee.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any
Covered Bonds should be considered as a recommendation by the Issuer, the CBC, the Originators, the
Arranger, any Dealer or the Trustee that any recipient of this Base Prospectus or any other information
supplied in connection with the Programme or any Covered Bonds should purchase any Covered Bonds.
Each investor contemplating purchasing any Covered Bonds shall be taken to have made its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer and the CBC. Neither this Base Prospectus nor any other information
supplied in connection with the Programme or the issue of any Covered Bonds constitutes an offer or
invitation by or on behalf of the Issuer, the CBC, the Originators, the Arranger, any Dealer or the Trustee
to any person to subscribe for or to purchase any Covered Bonds.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any
Covered Bonds shall in any circumstances imply that the information contained in this Base Prospectus is
true subsequent to 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, or any event reasonably likely to
involve any adverse change, in the prospects or financial or trading position of the Issuer or the CBC
since the date hereof or, if later, 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 at any time subsequent to the date indicated in the document containing the same. The Arranger,
each Dealer and the Trustee expressly do not undertake to review the financial condition or affairs of the
Issuer, the CBC or the Originators during the life of the Programme or to advise any investor in the
Covered Bonds of any information coming to their attention. Neither the Issuer nor the CBC has any
obligation to update this Base Prospectus, except when required by and in accordance with the Prospectus
Directive.
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Covered
Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Base Prospectus and any Final Terms and the offering, sale and
delivery of Covered Bonds may be restricted by law in certain jurisdictions. The Issuer, the CBC, the
Originators, the Arranger, each Dealer and the Trustee do not represent that this Base Prospectus or any
Final Terms may be lawfully distributed, or that any Covered Bonds may be lawfully offered, in
compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to
an exemption available thereunder, or assume any responsibility for facilitating any such distribution or
offering. In particular, no action has been taken by the Issuer, the CBC, the Originators, the Arranger, any
Dealer or the Trustee which would permit a public offering of any Covered Bonds or distribution of this
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50110761 M 26642283 / 6

Base Prospectus or any Final Terms in any jurisdiction where action for that purpose is required.
Accordingly, no Covered Bonds may be offered or sold, directly or indirectly, and neither this Base
Prospectus nor any Final Terms nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base Prospectus, any Final Terms or
any Covered Bonds may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and any Final Terms and the offering and sale of Covered Bonds. In
particular, there are selling restrictions in relation to the United States, the European Economic Area
(including the Netherlands, the United Kingdom, France, Italy and Luxembourg) and Japan and other
restrictions as may apply, see Section 1.5 Subscription and Sale below.
The Covered Bonds and the Guarantee (as defined under Section 1.3 Terms and Conditions of Covered
Bonds below) from the CBC 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. Bearer Covered
Bonds for U.S. federal income tax purposes are subject to U.S. tax law requirements. Subject to certain
exceptions, the Covered Bonds may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons. Covered Bonds may be distributed (i) outside the United Stated to
persons other than U.S. persons or (ii) within the United Stated to "qualified institutional buyers" within
the meaning of, and in reliance on, Rule 144A under the Securities Act or another available exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act, see Section 1.5
Subscription and Sale below for more information.
This Base Prospectus has been prepared on the basis that any offer of Covered Bonds in any Member
State of the European Economic Area which has implemented the Prospectus Directive 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 Covered Bonds. Accordingly any person
making or intending to make an offer in that Relevant Member State of Covered Bonds which are the
subject of an offering contemplated in this Base Prospectus as completed by Final Terms in relation to the
offer of those Covered Bonds may only do so in circumstances in which no obligation arises for the
Issuer, the CBC 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, provided that any such prospectus has subsequently been completed by Final Terms which
specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that
Relevant Member State and such offer is made in the period beginning and ending on the dates specified
for such purpose in such prospectus or final terms or drawdown prospectus, as applicable. Neither the
Issuer, the CBC nor any Dealer has authorised, nor does any of them authorise, the making of any offer of
Covered Bonds in circumstances in which an obligation arises for the Issuer, the CBC or any Dealer to
publish or supplement a prospectus for such offer.
BENCHMARK REGULATION - Interest and/or other amounts payable under the Covered Bonds may
be calculated by reference to certain reference rates. Any such reference rate may constitute a benchmark
for the purposes of the Benchmark Regulation. If any such reference rate does constitute such a
benchmark, the Final Terms will indicate whether or not the benchmark is provided by an administrator
included in the register of administrators and benchmarks established and maintained by ESMA pursuant
to Article 36 (Register of administrators and benchmarks) of the Benchmark Regulation.
Transitional provisions in the Benchmark Regulation may have the result that the administrator of a
particular benchmark is not required to appear in the register of administrators and benchmarks at the date
of the Final Terms. The registration status of any administrator under the Benchmark Regulation is a
matter of public record and, save where required by applicable law, the Issuer does not intend to update
the Final Terms to reflect any change in the registration status of the administrator.
Amounts payable under the Covered Bonds may, inter alia, be calculated by reference to EURIBOR
which is provided by the European Money Markets Institute. As at the 2019 Programme Date, the
European Money Markets Institute does not appear on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmark Regulation. As far as the
Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that the
European Money Markets Institute is not currently required to obtain authorisation/registration (or, if
located outside the European Union, recognition, endorsement or equivalence).
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50110761 M 26642283 / 6

Amounts payable under the Covered Bonds may, inter alia, be calculated by reference to LIBOR, which
is provided by ICE Benchmark Administration Limited. As at the 2019 Programme Date, ICE Benchmark
Administration Limited appears on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmark Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Covered Bonds will include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Covered Bonds and which channels for distribution of the
Covered Bonds are appropriate. Any person subsequently offering, selling or recommending the Covered
Bonds (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Covered Bonds (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under the MiFID Product Governance Rules, any Dealer subscribing for any
Covered Bonds is a manufacturer in respect of such Covered Bonds, but otherwise neither the Arranger
nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MIFID
Product Governance Rules.
EEA RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the
European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended
("MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU ("IDD"), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Directive 2003/71/EC, as amended or superseded (the "Prospectus
Directive"). Consequently no key information document required by Regulation (EU) No 1286/2014, as
amended (the "PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Covered
Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPS Regulation.
All references in this document to "EUR", "euro" and "" are to the currency introduced at the start of the
third stage of European economic and monetary union, and as defined in Article 2 of Council Regulation
(EC) No 974/98 of 3 May 1998 on the introduction of the euro, as amended, references to "Sterling" are
to pounds sterling and references to "U.S. Dollars" are to United States dollars.
In connection with the issue and distribution of any Tranche of Covered Bonds, any Dealer named
as Stabilising Manager (if any) (or any person acting on behalf of any Stabilising Manager) in the
applicable Final Terms may over-allot Covered Bonds or effect transactions with a view to
supporting the market price of the Covered Bonds of the Series (as defined under Section 1.3 Terms
and Conditions of Covered Bonds below) of which such Tranche forms part at a level higher than
that which might otherwise prevail. However, stabilisation may not necessarily occur. 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 of Covered Bonds is made and, if begun, may cease at
any time, but it must end no later than the earlier of 30 days after the issue date of the relevant
Tranche of Covered Bonds and 60 days after the date of the allotment of the relevant Tranche of
Covered Bonds. Any stabilisation action or over-allotment must be conducted by the relevant
Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance
with all applicable laws and rules.

3
50110761 M 26642283 / 6

A.
KEY FEATURES OF THE PROGRAMME
The following description of the key features of the Programme does not purport to be complete and is
taken from, and is qualified in all respects by (a) the remainder of this Base Prospectus (including any
future supplements thereto) and the information incorporated by reference herein (as defined in Section
D.1 Incorporation by Reference below), (b) in relation to the terms and conditions of any particular
Tranche of Covered Bonds, the applicable Final Terms and (c) in relation to the terms and conditions of
any particular Transaction Document, the applicable Transaction Document.
Any decision to invest in the Covered Bonds should be based on a consideration of this Base Prospectus
as a whole, including any amendment and supplement hereto and the documents incorporated herein by
reference.
Words and expressions defined elsewhere in this Base Prospectus shall have the same meaning in this
description. An index of certain defined terms is contained at the end of this Base Prospectus.
The following description of the key features of the Programme is not a summary as referred to in the
Prospectus Directive.
1.
COVERED BONDS
Issuer:
Coöperatieve Rabobank U.A, a cooperative with excluded liability
(coöperatie met uitgesloten aansprakelijkheid) incorporated under the
laws of the Netherlands, having its statutory seat (statutaire zetel) at
Amsterdam, the Netherlands and its registered and head office at
Croeselaan 18, 3521 CB Utrecht, the Netherlands and registered with the
Commercial Register of the Chamber of Commerce under number
30046259. Further information on the Issuer can be found in Section E.
Rabobank Group below.
Guarantor:
Rabo Covered Bond Company B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of the Netherlands, having its statutory seat
(statutaire zetel) at Amsterdam, the Netherlands and its registered office at
Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands and
registered with the Commercial Register of the Chamber of Commerce
under number 67959687. Further information on the Guarantor can be
found in Section 2.3 CBC below.
Risk factors:
There are certain factors that may affect the Issuer's and/or CBC's ability
to fulfil its obligations under Covered Bonds issued under the Programme
or the Guarantee, as the case may be. These include, amongst other things,
the fact that the Issuer's and/or the CBC's results can be adversely affected
by (i) general economic conditions and other business conditions, (ii)
competition, (iii) regulatory change, (iv) standard banking risks including
changes in interest and foreign exchange rates and (v) operational, credit,
market, liquidity and legal risk. See Section B. Risk Factors below.

There are certain factors which are material for the purpose of assessing
the market risks and other risks associated with Covered Bonds issued
under the Programme. These include, amongst other things, risks related
to (a) suitability for investors, (b) the structure of a particular issue of
Covered Bonds, (c) the Guarantee, (d) the CBC, (e) the Covered Bonds
generally, (f) the market generally, (g) asset monitoring, (h) servicing and
custody of assets, (i) legal and tax risks, (j) underlying swaps (if any) and
(k) Transferred Assets. See Section B. Risk Factors below.
Programme description:
Programme for the issue of Covered Bonds by the Issuer to Covered
Bondholders on each Issue Date.
Programme size:
Up to 25,000,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement) of Covered Bonds outstanding at
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50110761 M 26642283 / 6

any time. The Issuer may increase the amount of the Programme in
accordance with the terms of the Programme Agreement.
Distribution:
Covered Bonds may be distributed (i) outside the United States to persons
other than U.S. persons (as such terms are defined in Regulation S under
the Securities Act) or (ii) within the United States to "qualified
institutional buyers" within the meaning of, and in reliance on, Rule 144A
under the Securities Act or another available exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act, and in each case on a syndicated or non-syndicated basis.
Selling restrictions:
There are selling restrictions in relation to the United States, the European
Economic Area (including the Netherlands, the United Kingdom, France,
Italy and Luxembourg) and Japan. Other restrictions may apply in
connection with the offering and sale of a particular Tranche or Series.
See Section 1.5 Subscription and Sale below.
Specified Currencies:
Subject to any applicable legal or regulatory restrictions, such currencies
as may be agreed between the Issuer and the relevant Dealer(s) (as set out
in the applicable Final Terms).
Certain restrictions:
Each issue of Covered Bonds denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time including the restrictions applicable as at
the 2019 Programme Date.
Maturities:
Such maturities as set forth in the applicable Final Terms, subject to such
minimum or maximum maturities as may be allowed or required from
time to time by the relevant central bank or regulatory authority (or
equivalent body) or any laws or regulations applicable to the Issuer or the
relevant Specified Currency (as defined in the applicable Final Terms)
subject to a maximum maturity for each Series of 45 years.
Amortisation:
All Covered Bonds will have soft bullet maturities (allowing payment by
the CBC of Guaranteed Final Redemption Amounts to be extended to the
relevant Extended Due for Payment Date).
Issue Price:
Covered Bonds shall be issued on a fully-paid basis and at an issue price
which is at par or at a discount to, or premium over, par.
Interest Payment Dates:
Interest in respect of Covered Bonds (other than Zero Coupon Covered
Bonds) shall be payable on the Covered Bonds of each Series on the
Interest Payment Dates agreed by the Issuer and the relevant Dealer or
Dealers and up to and including the Final Maturity Date or Extended Due
for Payment Date (if applicable), as specified in and subject to the
applicable Final Terms. Interest shall be payable monthly, bi-monthly,
quarterly, semi-annually, annually or upon redemption of the relevant
Covered Bonds, or such other date provided for in the applicable Final
Terms.
Form of Covered Bonds:
Each Covered Bond will be issued in bearer form or in registered form.
Registered Covered Bonds will not be exchangeable for Bearer Covered
Bonds.

Each Tranche of Bearer Covered Bonds will (unless otherwise specified in
the applicable Final Terms) initially be represented by a Temporary
Global Covered Bond. Each Temporary Global Covered Bond (i) which is
intended to be issued in NGN form will be deposited on or around the
relevant Issue Date with a common safekeeper for Euroclear and/or
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Clearstream, Luxembourg or (ii) which is not intended to be issued in
NGN form may be deposited on or around the relevant Issue Date with (a)
Euroclear Netherlands or (b) with (a depositary for) any other agreed
clearing system. A Temporary Global Covered Bond will be exchangeable
as described therein for a Permanent Global Covered Bond.

A Permanent Global Covered Bond is exchangeable for Definitive
Covered Bonds only upon the occurrence of an Exchange Event, all as
described in Section 1.1 Form of Covered Bonds below, in accordance
with the terms of the Permanent Global Covered Bond. Any interest in a
Global Covered Bond will be transferable only in accordance with the
rules and procedures for the time being of (i) Euroclear, Clearstream,
Luxembourg or (ii) Euroclear Netherlands, and/or (iii) any other agreed
clearing system, as appropriate. See Section 1.1 Form of Covered Bonds
below.

Upon the occurrence of an Exchange Event, in the case of Bearer Covered
Bonds, the relevant Permanent Global Covered Bond will become
exchangeable for Definitive Covered Bonds or, in the case of Registered
Covered Bonds, the relevant Registered Global Covered Bond will
become exchangeable for Registered Definitive Covered Bonds, except
that in each case a Covered Bond which is held through Euroclear
Netherlands shall only be exchangeable within the limited circumstances
described in the Wge and such exchange will be made in accordance with
the Wge and with the terms and conditions of Euroclear Netherlands and
its operational documents. If any Permanent Global Covered Bond or, as
the case may be, Registered Global Covered Bond is not duly exchanged,
the terms of such Permanent Global Covered Bond or Registered Global
Covered Bond, as the case may be, will provide a mechanism for relevant
account holders with Euroclear, Clearstream, Luxembourg, Euroclear
Netherlands or DTC and/or any other agreed clearing system(s) to whose
securities account(s) with such clearing system(s) the beneficial interests
in such Permanent Global Covered Bond or Registered Global Covered
Bond, as the case may be, are credited to be able to enforce rights directly
against the Issuer.

Registered Covered Bonds will (unless otherwise specified in the
applicable Final Terms) be either issued (i) to each holder by way of a
Registered Covered Bonds Deed or (ii) with respect to any Series which
contain one or more Tranches of Covered Bonds being offered or sold in
reliance on Rule 144A, in the form of a Registered Global Covered Bond
certificate.
Fixed Rate Covered
Fixed Rate Covered Bonds will bear interest at a fixed rate, payable on
Bonds:
such date or dates as set forth in the applicable Final Terms and on
redemption and will be calculated on the basis of such Day Count Fraction
as set forth in the applicable Final Terms.
Floating Rate Covered
Floating Rate Covered Bonds will bear interest at a rate determined, as
Bonds:
specified in the applicable Final Terms, being either:

(a)
on the same basis as the floating rate under a notional interest-
rate swap transaction in the relevant Specified Currency governed
by an agreement incorporating the 2006 ISDA Definitions (as
published by the International Swaps and Derivatives
Association, Inc., and as amended and updated as at the Issue
Date of the first Tranche of the Covered Bonds of the relevant
Series); or

(b)
on the basis of a reference rate appearing on the agreed screen
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page of a commercial quotation service.

The margin (if any) relating to such floating rate will be specified in the
applicable Final Terms.
Other provisions in
Floating Rate Covered Bonds may also have a Cap, a Floor or both.
relation to Floating Rate
Interest on Floating Rate Covered Bonds in respect of each Interest
Covered Bonds:
Period, as agreed prior to issue by the Issuer and the relevant Dealer or
Dealers, will be payable on such Interest Payment Dates, and will be
calculated on the basis of such Day Count Fraction, as set forth in the
applicable Final Terms.
Interest Rate after Final
If the Covered Bonds are not redeemed on the Final Maturity Date,
Maturity Date:
interest on the Covered Bonds will switch to a fixed rate of interest
payable monthly in arrear or to a floating rate of interest payable monthly
in arrear at a rate set out in the applicable Final Terms.
Zero Coupon Covered
Zero Coupon Covered Bonds may be offered and sold at a discount to
Bonds:
their nominal amount and will not bear interest except in the case of late
payment.
Redemption:
The applicable Final Terms will indicate either that (a) the relevant
Covered Bonds cannot be redeemed prior to their stated maturity (other
than in specified events, if applicable, or for taxation reasons or following
an Issuer Event of Default or a CBC Event of Default) or (b) such
Covered Bonds will be redeemable at the option of the Issuer upon giving
notice to the Covered Bondholders, on a date or dates specified prior to
such stated maturity and at a price or prices and on such other terms as
may be agreed between the Issuer and the relevant Dealer or Dealers (as
set out in the applicable Final Terms).
Denomination of Covered Covered Bonds will be issued in such denominations as may be agreed
Bonds:
between the Issuer and the relevant Dealer or Dealers and as specified in
the applicable Final Terms save that (i) the minimum denomination of
each Covered Bond will be such as may be allowed or required from time
to time by the relevant central bank or regulatory authority (or equivalent
body) or any laws or regulations applicable to the relevant Specified
Currency and (ii) the minimum denomination of each Covered Bond
which will be offered to the public within a member state of the EEA or
which will be admitted to trading on a regulated market situated or
operating within such a member state, in each case in circumstances
which would require the approval of a prospectus under the Prospectus
Directive, will be at least 100,000 (or its equivalent in any other currency
at the date of issue of the Covered Bonds).
Taxation:
All payments in respect of the Covered Bonds will be made without
withholding or deduction of taxes imposed by any Tax Jurisdiction, unless
required by law. In the event that any such withholding or deduction is
required by law, the Issuer will make the required withholding or
deduction and, save in certain limited circumstances, be required to pay
additional amounts to cover the amounts so withheld or deducted or, if the
Issuer elects, it may redeem the Series affected. The CBC will not be
required or liable to pay any such additional amounts under the Guarantee.
FATCA Withholding:
The Issuer and the CBC shall be permitted to withhold or deduct any
amounts required pursuant to Sections 1471 through 1474 of the U.S.
Internal Revenue Code 1986 (as amended), any regulations or agreements
thereunder, any official interpretations thereof or any law implementing
an intergovernmental agreement thereto (FATCA Withholding). The
Issuer and the CBC will have no obligation to pay additional amounts or
otherwise indemnify an investor for any such FATCA Withholding
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