Obligation Rabobank 2.25% ( XS1145523137 ) en USD

Rabobank

100 % ▼

Pays-Bas

XS1145523137 ( en USD )

2.25% par an ( paiement semestriel )

02/12/2019 - Obligation échue

Prospectus brochure de l'obligation Rabobank XS1145523137 en USD 2.25%, échue

1 000 USD

300 000 000 USD

Rabobank est une banque coopérative néerlandaise multinationale spécialisée dans les services financiers pour les secteurs de l'agroalimentaire, des entreprises et des particuliers.

L'Obligation émise par Rabobank ( Pays-Bas ) , en USD, avec le code ISIN XS1145523137, paye un coupon de 2.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/12/2019

Rabobank
Coöperatieve Rabobank U.A.
(Chamber of Commerce registration number 30046259)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve Rabobank U.A. Australia Branch
(Australian Business Number 70 003 917 655)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve Rabobank U.A. New Zealand Branch
(New Zealand Business Number 9429038354397)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
EUR 160,000,000,000 Global Medium-Term Note Programme
Due from seven days to perpetuity
Under the Global Medium-Term Note Programme described in this Base Prospectus (the "Programme"), Coöperatieve Rabobank U.A. ("Rabobank" or "Rabobank Nederland") may,
through its head office or, in the case of Senior Preferred Notes only, through Coöperatieve Rabobank U.A. Australia Branch ("Rabobank Australia Branch") or through Coöperatieve Rabobank
U.A. New Zealand Branch ("Rabobank New Zealand Branch"), subject to compliance with all relevant laws, regulations and directives, from time to time, issue Global Medium-Term Notes
(the "Notes"). References herein to the "Issuer" shall mean Rabobank acting through its head office or through Rabobank Australia Branch or Rabobank New Zealand Branch.
Notes to be issued under this Global Medium Term Note Programme may comprise (i) unsubordinated Notes (either "Senior Preferred Notes" or "Senior Preferred MREL Notes"),
(ii) Notes which will rank junior to Senior Preferred Notes and Senior Preferred MREL Notes but senior to Dated Subordinated Notes (as defined and further described herein) and have terms
capable of qualifying as Statutory Non-Preferred Senior Obligations (as defined herein) (the "Non-Preferred Senior Notes") and (iii) Notes which are subordinated as further described herein
and have terms capable of qualifying as Tier 2 Capital (as defined herein) (the "Dated Subordinated Notes").
The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 160,000,000,000 (or the equivalent in 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 pursuant to the
Treaty on the Functioning of the European Union, as amended.
Application has been made to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten or the "AFM") as competent authority under Regulation (EU) 2017/1129
(the "Prospectus Regulation") to approve this Base Prospectus in connection with the issue by the Issuer of Fixed Rate Notes, Fixed Rate Reset Notes, Floating Rate Notes, Inverse Floating
Rate Notes, Variable Rate Notes, CMS Linked Notes, Range Accrual Notes and Zero Coupon Notes (in each case, excluding such Notes which constitute money market instruments (as defined
in Article 2(1) of Directive 2009/65/EC) having a maturity of less than 12 months ("Money Market Instruments")) which are: (a) offered to the public in the European Economic Area in
circumstances which require the publication of a prospectus under the Prospectus Regulation, 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"); or (iii) admitted to trading on another regulated market as defined under
Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, "MiFID II"), such Notes hereinafter referred to as the "PR Notes". PR
Notes may be issued in any denominations as agreed between the Issuer and the relevant Dealer(s), and any PR 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 Regulation are referred to hereinafter as "Non-Exempt
PR Notes". The Issuer will only issue Non-Exempt PR Notes which are Fixed Rate Notes or Floating Rate Notes (subject to certain exceptions as set out on page 67) and, in each case, only
where such Notes are Senior Preferred Notes.
This Base Prospectus is a base prospectus for the purposes of the Prospectus Regulation and has been approved by the AFM as competent authority under the Prospectus Regulation
(in relation to PR Notes only). The AFM only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make
their own assessment as to the suitability of investing in the Notes.
The Issuer may also issue (a) Money Market Instruments and (b) 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 Regulation, such Notes, together with Money Market Instruments, 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.
The relevant final terms to this Base Prospectus (the "Final Terms") in respect of the issue of any Notes will specify whether such Notes will be listed on Euronext Amsterdam or the
Luxembourg Stock Exchange (or any other stock exchange) or whether the Notes will be unlisted. References in this Base Prospectus to Notes being "listed" (and all related references) shall
mean that such Notes have been admitted to trading on a regulated market.
The Notes of each Tranche (as defined herein) in bearer form will initially be represented by a temporary global note in bearer form, without interest coupons (each a "temporary
Global Note"). If Global Notes in bearer form are stated in the relevant Final Terms to be issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the original
issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream,
Luxembourg"). Notes in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of
Registered Notes (as defined below) of one Series, and may be represented by a Global Certificate (as defined below). Registered Notes issued in global form will be represented by registered
global certificates ("Global Certificates"). If a Global Certificate is held under the New Safekeeping Structure (the "NSS"), the Global Certificate will be delivered on or prior to the original issue
date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Global Notes in bearer form ("Bearer Notes") which are not issued in NGN form ("CGNs") and Global Certificates which are not held under the NSS will be deposited on the issue date
of the relevant Tranche either with (a) a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary") or (b) such other clearing system as agreed between the
Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable, in whole or in part, for interests in permanent global notes (each, a "permanent Global Note" and,
together with the temporary Global Notes, the "Global Notes"), or, if so stated in the relevant Final Terms, definitive Notes ("Definitive Notes"), on or after the date falling 40 days after the
completion of the distribution of such Tranche upon certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes in whole but
not in part as described under "Summary of Provisions Relating to the Notes while in Global Form".
Notes (other than AMTNs (as defined below)) of any Series to be issued in registered form ("Registered Notes") and 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 Rabobank 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 "Summary of Provisions Relating to the Notes while in Global Form".
Senior Preferred MREL Notes, Non-Preferred Senior Notes and Dated Subordinated Notes of any Series to be issued under the Australian Agency Agreement (as defined herein)
("AMTNs") will be issued in registered form and their issue will be reflected by inscription in the Australian Register (as defined herein) in evidence of which a global certificate (an "AMTN
Global Certificate") will be issued and deposited with the Registrar to hold on behalf of the registered holders of the AMTNs on the clearing system operated by Austraclear Limited (ABN 94
002 060 773) ("Austraclear"). The AMTNs have been accepted for clearance through the Austraclear System operated by Austraclear. An acceptance for clearance by Austraclear is not a
recommendation or endorsement by Austraclear. For so long as the AMTNs are lodged in the Austraclear System, the registered holder of the AMTNs will be Austraclear.
No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of the Commonwealth of Australia (the "Australian Corporations Act")) in relation to the
Notes has been or will be lodged with or registered by the Australian Securities and Investments Commission as a disclosure document for the purposes of the Australian Corporations Act or
with ASX Limited ("ASX").

Long-term Senior Preferred Notes issued under the Programme by Rabobank are expected to be rated AA- by Fitch Ratings Ireland Limited ("Fitch") and long-term Senior Preferred
Notes issued under the Programme by Rabobank Australia Branch are expected to be rated AA- by Fitch Australia Pty Ltd. ("Fitch Australia"). Senior Preferred Notes issued under the
programme are expected to be rated Aa2 by Moody's France SAS ("Moody's") and Senior Preferred Notes with a maturity of one year or more are expected to be rated A+ by S&P Global
Ratings Europe Limited ("S&P"). As at the date of this Base Prospectus, no expected ratings have been assigned to Senior Preferred MREL Notes issued under the Programme. It is Rabobank's
intention that one or more credit ratings shall be assigned to Senior Preferred MREL Notes issued under the Programme prior to their issuance. Non-Preferred Senior Notes issued by Rabobank
under the Programme are expected to be rated A+ by Fitch and A- by S&P. Dated Subordinated Notes issued under the Programme by Rabobank are expected to be rated Baa1 by Moody's
and BBB+ by S&P. Each of Fitch, Moody's and S&P is established in the European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA Regulation"). Fitch Australia is not
established in the European Union but the rating it has given to the long-term Senior Preferred Notes to be issued under the Programme is endorsed by Fitch, which is established in the
European Union and 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. In addition, this Base Prospectus contains or refers to certain credit ratings issued by DBRS Ratings GmbH ("DBRS"). DBRS is established in the European Union and is
registered under the CRA Regulation.
Tranches of Notes (as defined below) to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same
as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the
European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. 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 without prior notice.
Factors which may affect the ability of the Issuer to fulfil its obligations under the Programme and factors which are material for the purpose of assessing the market risks associated
with Notes issued under the Programme are set out on pages 29 to 66.
This Base Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months from 18 May 2022. The obligation to supplement this Base Prospectus in the
event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period.
This Base Prospectus supersedes and replaces the Base Prospectus dated 12 May 2021.
Arranger for the Programme
Credit Suisse
Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Credit Suisse
Daiwa Capital Markets Europe
Goldman Sachs Bank Europe SE
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
Nomura
Rabobank
RBC Capital Markets
TD Securities
UBS Investment Bank
The date of this Base Prospectus is 18 May 2022.

TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME ........................................................................................................ 11
RISK FACTORS ........................................................................................................................................ 29
PUBLIC OFFERS OF NON-EXEMPT PR NOTES IN THE EUROPEAN ECONOMIC AREA .................. 67
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 73
SUPPLEMENTARY PROSPECTUS ......................................................................................................... 75
IMPORTANT INFORMATION ................................................................................................................... 76
TERMS AND CONDITIONS OF THE SENIOR PREFERRED NOTES .................................................... 79
TERMS AND CONDITIONS OF THE SENIOR PREFERRED MREL NOTES AND THE NON-
PREFERRED SENIOR NOTES ...................................................................................................... 169
TERMS AND CONDITIONS OF THE DATED SUBORDINATED NOTES ............................................. 227
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................... 284
USE OF PROCEEDS .............................................................................................................................. 294
CLEARING AND SETTLEMENT ............................................................................................................ 297
DESCRIPTION OF BUSINESS OF RABOBANK GROUP ..................................................................... 301
STRUCTURE AND GOVERNANCE OF RABOBANK GROUP .............................................................. 310
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................. 313
SELECTED FINANCIAL INFORMATION ............................................................................................... 344
RISK MANAGEMENT ............................................................................................................................. 348
GOVERNANCE OF RABOBANK GROUP ............................................................................................. 357
REGULATION OF RABOBANK GROUP ................................................................................................ 364
CAPITALISATION AND INDEBTEDNESS OF RABOBANK GROUP .................................................... 376
RABOBANK AUSTRALIA BRANCH ....................................................................................................... 378
RABOBANK NEW ZEALAND BRANCH ................................................................................................. 379
TAXATION .............................................................................................................................................. 380
ERISA CONSIDERATIONS .................................................................................................................... 415
TRANSFER RESTRICTIONS ................................................................................................................. 417
PLAN OF DISTRIBUTION ...................................................................................................................... 420
FORM OF FINAL TERMS PR NOTES (OTHER THAN NON-EXEMPT PR NOTES) ......................... 428
FORM OF FINAL TERMS EXEMPT NOTES ....................................................................................... 465
FORM OF FINAL TERMS NON-EXEMPT PR NOTES ....................................................................... 520
3

GENERAL INFORMATION ..................................................................................................................... 542
4

Overview of the Programme

This Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph
(ii) below may apply, any offer of Notes in any Member State of the European Economic Area (each
a "Relevant State") will be made pursuant to an exemption under the Prospectus Regulation from
the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or
intending to make an offer in that Relevant 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 (i) in circumstances in which no obligation arises for the Issuer or any Dealer
to publish a prospectus pursuant to the Prospectus Regulation or supplement a prospectus
pursuant to the Prospectus Regulation, in each case, in relation to such offer or (ii) in the
circumstances described under "Public Offers of Non-Exempt PR Notes in the European Economic
Area" on pages 67 to 72. Except to the extent sub-paragraph (ii) 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.
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 Dealers or the Arranger (as defined in "Overview 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.
None of the Dealers (excluding Rabobank (in its capacity as Dealer)) or the Arranger makes
any representation, express or implied, or accepts any responsibility, with respect to 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
Dealers 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 headed "Risk Factors". 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 Dealers 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 Dealers or the
Arranger.
In connection with the issue of any tranche of a Series of Notes (a "Tranche"), one or more
relevant Dealers (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 otherwise prevail. However,
there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a 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
5

Overview of the Programme
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 on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light
of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the
Notes, the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Notes and the impact
the Notes will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Notes, including Notes with principal or interest payable in one or more
currencies, or where the currency for principal or interest payments is different from
the potential Investor's Currency (as defined in the risk factor entitled "If any investor
holds Notes which are not denominated in the investor's home currency, it will be
exposed to movements in exchange rates adversely affecting the value of its holding.
In addition, the imposition of exchange controls in relation to any Notes could result in
an investor not receiving payments on those Notes");
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
The 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 Dealers 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 Notes, in bearer form, 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 Notes in bearer form, 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 Rabobank) 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 certain restrictions on
offers, sales, and transfers of Notes and on distribution of this Base Prospectus or any Final Terms
or any other offering material relating to the Notes, see "Plan of Distribution" and "Transfer
Restrictions".
6

Overview of the Programme
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 has 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.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Notes will include a legend entitled "MiFID II Product Governance" which will outline the target
market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (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 Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels).
A determination will be made in relation to each issue of Notes about whether, for the
purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID
Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of
such Notes, 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.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET If applicable, the Final Terms in
respect of any Notes will include a legend entitled "UK MiFIR Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution
of the Notes are appropriate. Any distributor should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the target market assessment) and determining appropriate distribution channels).
A determination will be made in relation to each issue of Notes about whether, for the
purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any
of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product
Governance Rules.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes includes
a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes 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 MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance
Distribution Directive"), 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 the Prospectus
Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014
(as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS The Notes 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 United Kingdom ("UK"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU)
7

Overview of the Programme
2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made under the FMSA to implement
the Insurance Distribution Directive, where that customer would not qualify as a professional client
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus
Regulation"). Consequently, no key information document required by the PRIIPs Regulation as it
forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the Notes or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Singapore SFA Product Classification In connection with Section 309B of the Securities
and Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise
specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Notes are "prescribed capital markets
products" (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined
in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
Unless the Final Terms in respect of any Notes specifies "Prohibition of Sales to Belgian
Consumers" as "Not Applicable", the Notes are not intended to be offered, sold or otherwise made
available to and will not be offered, sold or otherwise made available to "consumers"
(consumenten/consommateurs) within the meaning of the Belgian Code of Economic law (Wetboek
economisch recht/Code de droit économique), as amended, in Belgium.
Credit ratings are for distribution only to a person in Australia who is not a "retail client"
within the meaning of section 761G of the Corporations Act 2001 (Cth) of Australia and is also a
sophisticated investor, professional investor or other investor in respect of whom disclosure is not
required under Parts 6D.2 or 7.9 of the Corporations Act 2001 (Cth) of Australia. Anyone in Australia
who is not such a person is not entitled to receive this Base Prospectus and anyone who receives
this Base Prospectus must not distribute it to any person in Australia who is not entitled to receive
it.
Benchmarks Regulation Amounts payable on Notes issued under the Programme may be
calculated by reference to certain reference rates. Any such reference rate may constitute a
benchmark for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). If any
such reference rate constitutes a benchmark under the Benchmarks Regulation, the applicable
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 of the Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation
may have the result that the administrator of a particular benchmark is not required to appear in
the relevant register of administrators and benchmarks at the date of the applicable Final Terms.
The registration status of any administrator under the Benchmarks Regulation is a matter of public
record and, save where required by applicable law, the Issuer does not intend to update the
applicable Final Terms to reflect any change in the registration status of the administrator.
Rabobank has been granted an authority to carry on a banking business in Australia
pursuant to section 9 of the Banking Act 1959 of Australia ("Banking Act") and is an authorised
deposit-taking institution ("ADI") within the meaning of the Banking Act. The Notes issued by
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Overview of the Programme
Rabobank are not protected accounts (as defined in the Banking Act) and are not covered by the
depositor protection provisions contained in Division 2 of Part II of the Banking Act.
Section 11F of the Banking Act provides that if a foreign ADI, such as Rabobank (whether in
or outside Australia), suspends payment or is unable to meet its obligations, the assets of the
foreign ADI in Australia are to be available to meet the foreign ADI's liabilities in Australia in priority
to all other liabilities of the foreign ADI. Further, section 86 of the Reserve Bank Act 1959 of
Australia provides that debts due by an ADI to the Reserve Bank of Australia shall, in a winding-up
of the ADI, have priority over all other debts of the ADI. Other laws in Australia, the Netherlands
and other jurisdictions will also apply to the ranking of debts and other liabilities in a winding-up
of Rabobank. Rabobank does not make any representations as to whether the Notes, or any of
them, would constitute liabilities in Australia, under such statutory provisions.
The Notes do not represent deposit liabilities of the Issuer in New Zealand.
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption
from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser
with remedies for rescission or damages if this Base Prospectus (including any amendment
thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
In relation to offers of Notes in the provinces of Alberta, British Columbia and Ontario only,
pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the
Dealers are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering.
All figures in this Base Prospectus have not been audited, unless stated otherwise. These
figures are internal figures of Rabobank or Rabobank Group.
Unless the context otherwise requires, references in this Base Prospectus to "Rabobank"
and "Rabobank Nederland" are to Coöperatieve Rabobank U.A. and references to "Rabobank
Group", or the "Group" are to Rabobank and its group companies (within the meaning of Section
2:24b of the Dutch Civil Code (the "DCC"), which shall in any event include its subsidiaries).
References herein to the "Issuer" shall mean Rabobank acting through its head office or through
Rabobank Australia Branch or Rabobank New Zealand Branch.
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 "AUD" and
"Australian Dollar" are to the lawful currency of Australia, to "NZD" and "New Zealand Dollar" are
to the lawful currency of New Zealand, 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 of Great Britain and Northern Ireland, to "¥", "JPY" and "yen" are to the lawful currency
of Japan and to "Renminbi", "RMB" and "CNY" are to the lawful currency of the PRC.
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Overview of the Programme
In this Base Prospectus, references 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 76 to 78.
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