Obligation Rabbobank 3.75% ( XS0557252417 ) en EUR

Rabbobank

100 % ▲

Pays-Bas

XS0557252417 ( en EUR )

3.75% par an ( paiement annuel )

08/11/2020 - Obligation échue

Prospectus brochure de l'obligation Rabobank XS0557252417 en EUR 3.75%, échue

50 000 EUR

1 000 000 000 EUR

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 XS0557252417, paye un coupon de 3.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 08/11/2020

IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached Prospectus accessed from this page or otherwise received as a result of such access and
you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other
use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following
terms and conditions, including any modifications to them from time to time, each time you receive any
information as a result of such access.
Confirmation of Your Representation: You have been sent the attached Prospectus on the basis that you
have confirmed to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International), HSBC
Bank plc, Morgan Stanley & Co. International plc and Nomura International plc (the "Joint Lead
Managers") being the sender of the attached, (i) that the electronic mail (or e-mail) address to which it has
been delivered is not located in the United States of America, its territories and possessions, any State of the
United States and the District of Columbia; and which include Puerto Rico, the US Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands and (ii) that you consent to delivery by
electronic transmission.
This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of transmission and consequently none of
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (the "Issuer") or the Joint
Lead Managers and any person who controls any of them or any director, officer, employee or agent of the
Issuer or any Joint Lead Manager or any person who controls either of them or any affiliate of any of the
foregoing accepts any liability or responsibility whatsoever in respect of any difference between the
Prospectus distributed to you in electronic format and the hard copy version available to you on request from
the Issuer or any Joint Lead Manager.
You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person
into whose possession the attached Prospectus may be lawfully delivered in accordance with the laws of
jurisdiction in which you are located and you may not nor are you authorised to deliver the attached
Prospectus to any other person.
Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United
States or any other jurisdiction. Any securities to be issued will not be registered under the Securities Act of
1933 (the "Securities Act") and may not be offered or sold in the United States or to or for the account or
benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered
under the Securities Act or pursuant to an exemption from such registration.
The attached Prospectus may not be forwarded or distributed to any other person and may not be reproduced
in any manner whatsoever, and in particular, may not be forwarded to any U.S. person or to any U.S. address.
Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised. Failure to
comply with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
Under no circumstances shall the attached Prospectus constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The attached Prospectus may only be communicated to persons in the United Kingdom in
circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the
Issuer.
A15482368

Prospectus dated 12 September 2012
Rabobank Nederland
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
GBP500,000,000 5.25 per cent. Subordinated Notes due 2027
Issue Price of the Notes: 99.852 per cent.
The GBP500,000,000 5.25 per cent. Subordinated Notes due 2027 (the "Notes") will be issued by Coöperatieve Centrale Raiffeisen-
Boerenleenbank B.A. (Rabobank Nederland) ("Rabobank Nederland", the "Issuer" or the "Bank"). The Notes will bear interest at an
interest rate of 5.25 per cent. per annum, from (and including) 14 September 2012 (the "Issue Date") to (but excluding) 14 September
2027, payable annually in arrear on each Interest Payment Date (as defined below), as more fully described under (`Terms and Conditions
of the Notes'). Interest will be payable on 14 September in each year (each, an "Interest Payment Date"), commencing on 14 September
2013.
The Notes will have a final maturity date of 14 September 2027. Upon the occurrence of a Tax Law Change or a Capital Event (each as
defined in `Terms and Conditions of the Notes'), the Notes may be redeemed (at the option of the Issuer) in whole but not in part in an
amount equal to their principal amount, together with any accrued and unpaid interest. The Notes will constitute direct, unsecured and
subordinated obligations of the Issuer and shall rank at all times pari passu and without any preference among themselves.
Application has been made to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten or "AFM"), in its
capacity as competent authority under the Dutch Financial Supervision Act (Wet op het financieel toezicht) and regulations thereunder
(together "Dutch securities laws"), for the approval of this Prospectus for the purposes of Directive 2003/71/EC, as amended, to the
extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the "Prospectus
Directive"). Application has also been made for the Notes to be admitted to trading on NYSE Euronext in Amsterdam, a regulated market
of Euronext Amsterdam N.V. ("Euronext Amsterdam"). References in this Prospectus to the Notes being "listed" (and all related
references) shall mean that the Notes have been admitted to trading on Euronext Amsterdam. Euronext Amsterdam is a regulated market
for the purposes of the Directive 2004/39/EC of the European Parliament and the Council on Markets in Financial Instruments.
The denominations of the Notes shall be GBP100,000 and integral multiples of GBP1,000 in excess thereof, up to and including
GBP199,000. The Notes will initially be represented by a temporary global Note without interest coupons in bearer form (the
"Temporary Global Note"), which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear")
and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") on the Issue Date. The Temporary Global Note will be
exchangeable for interests in a global Note (the "Global Note"), without interest coupons, on or after a day which is expected to be 25
October 2012, upon certification as to non-US beneficial ownership. Individual definitive Notes in bearer form ("Definitive Notes") will
only be available in certain limited circumstances as described herein. See `Summary of the Provisions Relating to the Notes in Global
Form'.
The Notes are expected upon issue to be rated A2, A+ and AA- by Moody's Investors Service Limited ("Moody's"), Standard & Poor's
Credit Market Services Limited ("Standard & Poor's") and Fitch Ratings Limited ("Fitch"), respectively. A rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning
rating agency.
The credit ratings included or referred to in this Prospectus have been issued by Moody's, Standard & Poor's and Fitch, each of which is
established in the European Union and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council
of 16 September 2009 on credit rating agencies.
Prospective investors should have regard to the factors described under the section headed `Risk Factors' in this Prospectus.
Prospectus investors should also note that the Issuer intends to issue EUR1,000,000,000 4.125 per cent. Subordinated Notes due 2022 on
or around the Issue Date.
Joint Lead Managers
HSBC
Nomura
Morgan Stanley
Rabobank International

This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see `Important Information - Documents Incorporated by Reference' below).
The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities
Act"). Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or
to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
EACH PURCHASER OF THE NOTES MUST COMPLY WITH ALL APPLICABLE LAWS AND
REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR
SELLS THE NOTES OR POSSESSES OR DISTRIBUTES THIS PROSPECTUS AND MUST
OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE
PURCHASE, OFFER OR SALE BY IT OF THE NOTES UNDER THE LAWS AND REGULATIONS
IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH
PURCHASES, OFFERS OR SALES, AND NEITHER THE ISSUER NOR THE JOINT LEAD
MANAGERS SHALL HAVE ANY RESPONSIBILITY THEREFOR.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead
Managers (as defined in `Subscription and Sale' below) to subscribe or purchase, any of the Notes. The
distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers
to inform themselves about and to observe any such restrictions. For a description of further restrictions on
offers and sales of Notes and distribution of this Prospectus see `Subscription and Sale' below.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there has
been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus has
been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in
connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
None of HSBC Bank plc, Morgan Stanley & Co. International plc or Nomura International plc have
separately verified the information contained in this Prospectus. HSBC Bank plc, Morgan Stanley & Co.
International plc and Nomura International plc make no representation, express or implied, or accept any
responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus.
Neither this Prospectus nor any other financial statements are or should be considered as a recommendation
by the Issuer or the Joint Lead Managers that any recipient of this Prospectus or any other financial statements
should purchase the Notes. Prospective investors should have regard to the factors described under the section
headed `Risk Factors' in this Prospectus. This Prospectus does not describe all of the risks of an investment in
the Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary.
Unless the context otherwise requires, references in this Prospectus to "Rabobank Group", "Rabobank" or
the "Group" are to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. and its members, subsidiaries and
affiliates.
Unless otherwise specified or the context requires, references to "GBP" and "£" are to the currency of the
United Kingdom and "EUR" and "" are to euro, which means the lawful currency of the member states of
2

the European Union that have adopted the single currency in accordance with the Treaty establishing the
European Community.
In connection with this issue of Notes, Morgan Stanley & Co. International plc (the "Stabilising Manager")
(or persons acting on behalf of any Stabilising Manager) may over-allot Notes or effect transactions with a
view to supporting the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any
time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the
date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the
relevant Stabilising Manager (or person(s) acting on behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.
All figures in this Prospectus have not been audited, unless stated otherwise. Such figures are internal figures
of Rabobank Nederland or Rabobank Group (as defined hereafter).
3

TABLE OF CONTENTS
RISK FACTORS .............................................................................................................................................. 5
IMPORTANT INFORMATION ................................................................................................................... 17
FORWARD-LOOKING STATEMENTS..................................................................................................... 18
OVERVIEW ................................................................................................................................................... 19
TERMS AND CONDITIONS OF THE NOTES.......................................................................................... 22
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ............. 32
DESCRIPTION OF BUSINESS OF RABOBANK GROUP...................................................................... 34
RABOBANK GROUP STRUCTURE .......................................................................................................... 46
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS....................................................................................................................... 49
SELECTED FINANCIAL INFORMATION............................................................................................... 81
RISK MANAGEMENT................................................................................................................................. 84
GOVERNANCE OF RABOBANK GROUP ............................................................................................... 92
REGULATION OF RABOBANK GROUP ................................................................................................107
CAPITALISATION OF RABOBANK GROUP.........................................................................................114
USE OF PROCEEDS....................................................................................................................................115
TAXATION....................................................................................................................................................116
SUBSCRIPTION AND SALE ......................................................................................................................118
GENERAL INFORMATION.......................................................................................................................124
4

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes. All
of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a
view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with the
Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the
risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set
out elsewhere in this Prospectus (including any documents incorporated by reference herein) and reach their
own views prior to making any investment decision.
Capitalised terms used herein shall, unless otherwise defined, have the same meanings as in the terms and
conditions of the Notes (the "Conditions").
Factors that may affect the Issuer's ability to fulfil its obligations under the Notes
Business and general economic conditions
The profitability of Rabobank Group could be adversely affected by a worsening of general economic
conditions in the Netherlands and/or globally. Banks are still facing persistent turmoil in financial markets
following the European sovereign debt crisis that arose in the first half of 2010. Moreover, renewed tensions
surrounding Iran's nuclear programme, associated with the release of a new report of the International Atomic
Energy Agency in November 2011, and the continuing social unrest (which started in the beginning of 2011)
in certain Middle Eastern countries, particularly Syria, may also cause adverse economic effects which may
adversely impact the Rabobank Group. 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. For example, an economic downturn, or significantly higher interest rates, 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, the market downturn and worsening of the
economy could reduce the value of Rabobank Group's assets and could cause Rabobank Group to incur
further mark-to-market losses in its trading portfolios or could reduce the fees Rabobank Group earns for
managing assets or the levels of assets under management. In addition, a market downturn and increased
competition for savings in the Netherlands could lead to a decline in the volume of customer transactions that
Rabobank Group executes and, therefore, a decline in customer deposits and the income it receives from fees
and commissions and interest. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Factors affecting results of operations - General market conditions". Continuing
volatility in the financial markets or a protracted economic downturn in the Netherlands or Rabobank Group's
other major markets could have a material adverse effect on Rabobank Group's results of operations.
Credit risk
Credit risk is defined as the risk that the bank will suffer economic losses because a counterparty cannot fulfil
its financial or other contractual obligations arising from a credit contract. A "credit" is each legal
relationship on the basis of which Rabobank, in its role as financial service 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.
5

An economic downturn may result in an increase in credit risk and, consequently, loan losses that are above
Rabobank Group's long-term average, which could have a material adverse effect on Rabobank Group's
results of operations.
Country risk
With respect to country risk, a distinction can be made between transfer risk and collective debtor risk.
Transfer risk relates to the possibility of foreign governments placing restrictions on funds transfers from
debtors in that country to creditors abroad. Collective debtor risk relates to the situation in which a large
number of debtors in a country cannot meet their commitments for the same reason (e.g. war, political and
social unrest or natural disasters, but also government policy that does not succeed in creating macro-
economic and financial stability).
Unpredictable and unexpected events which increase transfer risk and/or collective debtor risk could have a
material adverse effect on Rabobank Group's results of operations.
Interest rate and inflation risk
An important risk component for Rabobank Group is interest rate risk. Interest rate risk is the risk, outside the
trading environment, of deviations in interest income and/or the market value of capital as a result of changes
in market interest rates. Interest rate risk results mainly from mismatches between the periods for which
interest rates are fixed for loans and funds entrusted. If interest rates increase, the rate for Rabobank Group's
liabilities, such as savings, can be adjusted immediately. This does not apply to the majority of Rabobank
Group's assets, such as mortgages, which have longer interest rate fixation periods. Sudden and substantial
changes in interest rates could have a material adverse effect on Rabobank Group's results of operations.
Inflation and expected inflation can influence interest rates. An increase in inflation may: (i) decrease the
value of certain fixed income instruments which Rabobank Group holds; (ii) result in surrenders of certain
savings products with fixed rates below market rates by banking customers of Rabobank Group; (iii) require
Rabobank Group to pay higher interest rates on the securities that it issues; and (iv) cause a general decline in
financial markets.
Funding and liquidity risk
Liquidity risk is the risk that not all (re)payment commitments can be met. This could happen if clients or
other professional counterparties suddenly withdraw more funding than expected, which cannot be met by
Rabobank Group's cash resources or by selling or pledging assets or by borrowing funds from third parties.
Important factors in preventing this are preserving the trust of customers for retail funding and maintaining
access to financial markets for wholesale funding. If either of these were 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.
6

Operational risk
As a risk type, operational risk has acquired its own distinct position in the banking world. It is understood to
mean "the risk of losses resulting from inadequate or failed internal processes, people or systems or from
external events". Events of recent decades in modern international banking have shown on several occasions
that ineffective control of operational risks can lead to substantial losses. Under the Basel II accord, banks
must hold capital for this risk. Examples of operational risk incidents are highly diverse: fraud, claims relating
to inadequate products, inadequate documentation, losses due to poor occupational health and safety
conditions, errors in transaction processing, non-compliance with the law and system failures. The occurrence
of any such incidents could have a material adverse effect on Rabobank Group's results of operations.
Legal risk
Rabobank Group is subject to a comprehensive range of legal obligations in all countries in which it operates.
As a result, Rabobank Group is exposed to many forms of legal risk, which may arise in a number of ways.
Rabobank Group faces risk where legal proceedings are brought against it. Regardless of whether such claims
have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss.
Defending legal proceedings can be expensive and time-consuming and there is no guarantee that all costs
incurred will be recovered even if Rabobank Group is successful. Although Rabobank Group has processes
and controls to manage legal risks, failure to manage these risks could have a negative impact on Rabobank
Group's reputation and could have a material adverse effect on Rabobank Group's results of operations.
Tax risk
Rabobank Group is subject to the tax laws of all countries in which it operates. Tax risk is the risk associated
with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and
the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could
lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax
procedures or other aspects of tax law. If, as a result of a particular tax risk materialising, the tax costs
associated with particular transactions are greater than anticipated, it could affect the profitability of those
transactions, which could have a material adverse effect on Rabobank Group's results of operations.
Systemic risk
Rabobank Group could be negatively affected by the weakness and/or the perceived weakness of other
financial institutions, which could result in significant systemic liquidity problems, losses or defaults by other
financial institutions and counterparties. Financial services institutions that deal with each other are
interrelated as a result of trading, investment, clearing, counterparty and other relationships. This risk is
sometimes referred to as "systemic risk" and may adversely affect financial intermediaries, such as clearing
agencies, clearing houses, banks, securities firms and exchanges with whom Rabobank Group interacts on a
daily basis. Concerns about the creditworthiness of sovereigns in Europe and North America have recently
intensified. The large sovereign debts and/or fiscal deficits of a number of European countries and the United
States have raised concerns regarding the financial condition of financial institutions. Any of the above-
mentioned consequences of systemic risk could have an adverse effect on Rabobank Group's ability to raise
new funding and its results of operations.
Effect of governmental policy and regulation
Rabobank Group's businesses and earnings can be affected by the fiscal or other policies and other actions of
various governmental and regulatory authorities in the Netherlands, the European Union, the United States
and elsewhere. Areas where changes could have an impact include, but are not limited to: the monetary,
interest rate and other policies of central banks and regulatory authorities; changes in government or
regulatory policy that may significantly influence investor decisions in particular markets in which Rabobank
Group operates; changes and rules in competition and pricing environments; developments in the financial
7

reporting environment; stress testing exercises to which financial institutions in general, and Rabobank Group
in particular, are subject; or unfavourable developments producing social instability or legal uncertainty which
in turn may affect demand for Rabobank Group's products and services. Regulatory compliance risk arises
from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the
financial services industry. Non-compliance could lead to fines, public reprimands, damage to reputation,
enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate.
As of 1 July 2012 a personal mortgage loan should not be higher than 320,000 to be eligible for being
secured by the Dutch Homeownership Guarantee Fund (Stichting Waarborgfonds Eigen Woningen or
"WEW"), an institution that was founded by the Dutch government in 1993, through the National Mortgage
Guarantee Scheme (Nationale Hypotheek Garantie or "NHG"). As of 1 July 2013, this maximum will be
reduced to 290,000 and as of 1 July 2014 to 265,000. Moreover, on 1 July 2011 the Dutch government
reduced the conveyance tax on privately owned houses (from 6 per cent. to 2 per cent.). The Dutch
government will introduce a banking tax in 2012. Rabobank is expected to be liable to hand over one-third of
the total tax liability of EUR 600 million. The establishment of an ex-ante funded deposit guarantee system, a
system that protects bank depositors from losses caused by a bank's inability to pay its debts when due, has
been postponed to 2013. Finally, the Dutch Central Bank (De Nederlandsche Bank N.V., the "DNB"), has
launched a proposal that implies a step by step reduction of the maximum permissible amount of a residential
mortgage loan to 90 per cent. of the value of the property (instead of the maximum of 106 per cent. that
Rabobank has applied since 1 July 2011 and other Dutch banks since 1 August 2011). All these factors may
have material adverse effects on Rabobank Group's results of operations.
At 30 June 2012, mortgage loan interest payments for Dutch homeowners are tax deductible. If the tax
deductibility is reduced or abolished, which in Rabobank's view is increasingly likely, this could have a
material adverse effect on Rabobank Group's results of operations.
On 21 July 2010, the United States enacted the Dodd-Frank Wall Street Reform and Consumer Protection Act
(the "Dodd-Frank Act"), which provides a broad framework for significant regulatory changes that will
extend to almost every area of U.S. financial regulation. Implementation of the Dodd-Frank Act will require
further detailed rulemaking over several years by different U.S. regulators, including the Department of the
Treasury, the Federal Reserve, the SEC, the Federal Deposit Insurance Corporation, the Commodity Futures
Trading Commission and the newly created Financial Stability Oversight Council, and uncertainty remains
about the final details, timing and impact of the rules. The Dodd-Frank Act provides for new or enhanced
regulations regarding, among other things: (i) systemic risk oversight, (ii) bank capital standards, (iii) the
liquidation of failing systemically significant financial institutions, (iv) OTC derivatives, (v) the ability of
banking entities to engage in proprietary trading activities and invest in hedge funds and private equity (the
so-called "Volcker rule") and (vi) consumer and investor protection. Although uncertainty remains about
many of the details, impact and timing of these regulatory initiatives, implementation of the Dodd-Frank Act
and related final regulations could result in significant costs and potential limitations on Rabobank's
businesses and may have material adverse effects on Rabobank Group's results of operations.
In the United Kingdom, the Independent Commission on Banking, chaired by Mr John Vickers, released its
Final Report on 12 September 2011. This report recommends that the retail banking activities of banks in the
United Kingdom should be structurally separated, by a "ring-fence", from wholesale banking and investment
banking activities. In the Netherlands, a similar recommendation was made by the `Parlementaire
Enquêtecommissie Financieel Stelsel', a parliamentary commission that investigated the turmoil in the
financial sector in recent years under the chair of Mr Jan de Wit which presented its final report on 12 April
2012. If the recommendation of the commission of Mr Jan de Wit is adopted, this could have a material
adverse effect on Rabobank Group's results of operations.
8

Minimum regulatory capital and liquidity requirements
Rabobank Group is subject to the risk, inherent in all regulated financial businesses, of having insufficient
capital resources to meet the minimum regulatory capital requirements. Under Basel II, capital requirements
are inherently more sensitive to market movements than under previous regimes. Capital requirements will
increase if economic conditions or negative trends in the financial markets worsen. Any failure of Rabobank
Group to maintain its minimum regulatory capital ratios could result in administrative actions or sanctions,
which in turn may have a material adverse impact on Rabobank Group's results of operations. A shortage of
available capital may restrict Rabobank Group's opportunities for expansion.
In the future, under the Basel III proposals ("Basel III"), capital and liquidity requirements will increase. On
17 December 2009, the Basel Committee on Banking Supervision (the "Basel Committee") proposed a
number of fundamental reforms to the regulatory capital framework in its consultative document entitled
"Strengthening the resilience of the banking sector". The Basel Committee published its economic impact
assessment on 18 August 2010 and, on 12 September 2010, the Group of Governors and Heads of
Supervision, the oversight body of the Basel Committee, announced further details of the proposed substantial
strengthening of existing capital requirements. On 16 December 2010 the Basel Committee issued its final
view on Basel III, as discussed under "Regulation of Rabobank Group".
There can be no assurance that, prior to its implementation in 2013, the Basel Committee will not amend the
package of reforms described above. Further, the European Commission and/or the Dutch Central Bank may
implement the package of reforms in a manner that is different from that which is currently envisaged, or may
impose additional capital and liquidity requirements on Dutch banks.
If the regulatory capital requirements, liquidity restrictions or ratios applied to Rabobank Group are increased
in the future, any failure of Rabobank Group to maintain such increased capital and liquidity ratios could
result in administrative actions or sanctions, which may have an adverse effect on Rabobank Group's results
of operations.
Credit ratings
Rabobank Group's access to the unsecured funding markets is dependent on its credit ratings.
A downgrading in its credit ratings, as a result of a change in rating methodology or otherwise, could
adversely affect Rabobank Group's access to liquidity alternatives and its competitive position, and could
increase the cost of funding or trigger additional collateral requirements all of which could have a material
adverse effect on Rabobank Group's results of operations.
Competition
All aspects of Rabobank Group's business are highly competitive. Rabobank Group's ability to compete
effectively depends on many factors, including its ability to maintain its reputation, the quality of its services
and advice, its intellectual capital, product innovation, execution ability, pricing, sales efforts and the talent of
its employees. Any failure by Rabobank Group to maintain its competitive position could have a material
adverse effect on Rabobank Group's results of operations.
Business environment
Concerns about geopolitical developments (such as the renewed tensions surrounding Iran's nuclear
programme since November 2011), social unrest (such as the continuing turmoil in certain Middle Eastern
and North African countries), oil prices and natural disasters, among other things, can affect the global
financial markets. Since the beginning of the 21st century accounting and corporate governance scandals have
significantly undermined investor confidence from time to time. The occurrence of any such developments
and events could have a material adverse effect on Rabobank Group's results of operations.
9

Document Outline

#1">Rabo Tier 2_Prospectus_Sterling.docx