Obligation Rabbobank 0% ( XS0895741709 ) en USD

Société émettrice Rabbobank
Prix sur le marché 100 %  ⇌ 
Pays  Pays-Bas
Code ISIN  XS0895741709 ( en USD )
Coupon 0%
Echéance 05/03/2043 - Obligation échue



Prospectus brochure de l'obligation Rabobank XS0895741709 en USD 0%, échue


Montant Minimal 1 000 000 USD
Montant de l'émission 20 000 000 USD
Description détaillée Rabobank est une banque coopérative d'origine néerlandaise et un acteur mondial majeur du financement de l'agriculture et de l'alimentation.

L'obligation Rabobank (XS0895741709), émise aux Pays-Bas en USD pour un montant total de 20 000 000 USD avec un minimum d'achat de 1 000 000 USD, à un taux d'intérêt de 0% et échéant le 05/03/2043 avec des paiements semestriels, a atteint sa maturité et a été intégralement remboursée à 100%.







Base Prospectus
Rabobank Nederland
Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A.
(a cooperative (coo¨peratie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Australia Branch
(Australian Business Number 70 003 917 655)
(a cooperative (coo¨peratie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Singapore Branch
(Singapore Company Registration Number S86FC3634A)
(a cooperative (coo¨peratie) 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''), Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank Nederland) (``Rabobank Nederland'', the ``Bank'' or the ``Issuer''), may through its head office or through its branches listed above, 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 Nederland,
whether issuing Notes through its head office or through its branches listed above.
The branches through which Rabobank Nederland may issue Notes are Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Australia Branch
(``Rabobank Australia Branch'') and Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Singapore Branch (``Rabobank Singapore Branch''). 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 in accordance with the Treaty establishing the European Community (signed in Rome on 25 March 1957), as amended by the Treaty on the Functioning of the
European Union (signed in Maastricht on 7 February 1992).
This Base Prospectus is a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the ``Prospectus Directive'') and the Dutch Financial Supervision
Act (Wet op het financieel toezicht) and regulations thereunder (together ``Dutch securities laws'') and has been approved by the Netherlands Authority for the Financial
Markets (Autoriteit Financie¨le Markten or the ``AFM''), in its capacity as competent authority under Dutch securities laws, in accordance with the provisions of the Prospectus
Directive and Dutch securities laws on 9 May 2012. Application will be made for Notes issued under the Programme within 12 months of this Base Prospectus to be admitted
to trading on Euronext Amsterdam N.V.'s NYSE Euronext in Amsterdam (``Euronext Amsterdam'') and to be admitted to the official list of the Luxembourg Stock Exchange (the
``Official List'') and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (the ``Luxembourg Stock Exchange''). Euronext Amsterdam and the
regulated market of the Luxembourg Stock Exchange are regulated markets for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on
markets in financial instruments. 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. Notes may also be listed on another stock exchange and unlisted Notes may also be issued under the Programme. 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 Official List (or any
other stock exchange) or whether the Notes will not be listed. In relation to each separate issue of Notes, the price and amount of such Notes will be determined by the Issuer
and the relevant Dealers in accordance with prevailing market conditions at the time of the issue of the Notes and will be set out in the relevant Final Terms.
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 S.A./N.V. (``Euroclear'') and
Clearstream Banking, socie´te´ anonyme (``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 which are not issued in NGN form (``classic global notes'' or ``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 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''), 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 of each Tranche of each 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 Nederland 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 long term Notes issued under the Programme by Rabobank Nederland and Rabobank Singapore Branch are expected to be rated AA by Fitch Ratings Limited
(``Fitch'') and Senior long term Notes issued under the Programme by Rabobank Australia Branch are expected to be rated AA by Fitch Australia Pty Ltd. (``Fitch Australia'').
Senior unsecured Notes issued under the programme are expected to be rated Aaa by Moody's Investors Service Ltd. (``Moody's'') and Senior Notes with a maturity of one
year or more are expected to be rated AA by Standard & Poor's Credit Market Services Europe Limited (``Standard & Poor's''). Each of Fitch, Moody's and Standard & Poor's
is established in the European Union and is registered under Regulation (EC) No 1060/2009 (the ``CRA Regulation''). Fitch Australia is not established in the European Union
but the rating it has given to the Senior long term Notes to be issued under the programme is endorsed by Fitch, which is established in the European Union and registered
under the CRA Regulation. In addition, this Base Prospectus contains or refers to certain credit ratings issued by DBRS Ratings Limited (``DBRS''). DBRS is established in the
European Union and is registered under the CRA Regulation. A list of credit rating agencies registered under the CRA Regulation is published by the European Securities and
Markets Authority on its website.
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 10 to 22.
This Base Prospectus supersedes and replaces the Base Prospectus dated 6 May 2011.
Arranger for the Programme
Credit Suisse
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Credit Suisse
Daiwa Capital Markets Europe
Goldman Sachs International
HSBC
J.P. Morgan
Mizuho International plc
Morgan Stanley
Nomura
Rabobank International
RBC Capital Markets
TD Securities
The Royal Bank of Scotland
UBS Investment Bank
The date of this Base Prospectus is 9 May 2012


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 which has implemented the Prospectus Directive (each, a ``Relevant Member
State'') will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus
for offers of Notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of an offering contemplated in this
Base Prospectus as completed by Final Terms in relation to the offer of those Notes may
only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to
such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State and (in
either case) published, all in accordance with the Prospectus Directive, 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, as applicable. 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 ``General Description of the Programme''). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer since the
date hereof or the date upon which this Base Prospectus has been most recently amended
or supplemented or that there has been no adverse change in the financial position of the
Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The Arranger and the Dealers (excluding Rabobank International) have not separately
verified the information contained in this Base Prospectus. None of the Dealers (excluding
Rabobank International) 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'' in this Base Prospectus. This Base
Prospectus does not describe all of the risks of an investment in the Notes. Each potential
purchaser of Notes should determine for itself the relevance of the information contained in
this Base Prospectus and its purchase of Notes should be based upon such investigation
as it deems necessary. None of the 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''), the
Dealer or Dealers (if any) named as the stabilising manager(s) (the ``Stabilising Manager(s)'')
(or persons acting on behalf of any Stabilising Manager(s)) in the relevant Final Terms 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
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Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the Final Terms of the offer of the relevant
Tranche is made and, if begun, may be ended at any time, but it must end no later than the
earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of
the allotment of the relevant Tranche. Any stabilisation action or overallotment must be
conducted by the relevant Stabilising Manager(s) (or persons acting on behalf of any
Stabilising Manager(s)) in accordance with all applicable laws and rules.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf
of the Issuer or the Dealers to subscribe for, or purchase, any Notes.
The distribution of this Base Prospectus and any Final Terms and the offering or sale
of the Notes in certain jurisdictions may be restricted by law. Persons into whose
possession this Base Prospectus or any Final Terms come are required by the Issuer, the
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
Nederland) 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 and sales 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''.
The Notes have not been approved or disapproved by the U.S. Securities and
Exchange Commission (the ``SEC''), any State securities commission in the United States or
any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon
or endorsed the merits of the offering of the Notes or the accuracy or adequacy of this
Base Prospectus. Any representation to the contrary is a criminal offence in the United
States.
Rabobank Australia Branch is an ``authorised deposit-taking institution'' (``ADI'') as that
term is defined under the Banking Act 1959 of Australia (``Banking Act''). The depositor
protection provisions contained in Division 2 of the Banking Act (including sections 13A
and 16) do not apply to Rabobank Australia Branch. However, claims against Rabobank
Australia Branch are subject to section 11F of the Banking Act which provides that if
Rabobank Australia Branch (whether in or outside Australia) suspends payment or is unable
to meet its obligations, the assets of Rabobank Australia Branch in Australia are to be
available to meet Rabobank Australia Branch's liabilities in Australia in priority to all other
liabilities of Rabobank Australia Branch. Further, under section 86 of the Reserve Bank Act
1959 of Australia, debts due by a bank (including Rabobank Australia Branch) to the
Reserve Bank of Australia shall in a winding-up of that bank have, subject to section 13A of
the Banking Act, priority over all other debts, other than debts due to the Commonwealth of
Australia.
All figures in this Base Prospectus have not been audited, unless stated otherwise.
These figures are internal figures of Rabobank Nederland or Rabobank Group.
Unless the context otherwise requires, references in this Base Prospectus to
``Rabobank Nederland'', the ``Bank'' or the ``Issuer'' are to Coo¨peratieve Centrale Raiffeisen-
Boerenleenbank B.A. and references to ``Rabobank Group'' or ``Rabobank'' are to Rabobank
Nederland and its members, subsidiaries and affiliates. References herein to the ``Issuer''
shall mean Rabobank Nederland, whether issuing Notes through its head office or through
Rabobank Australia Branch or Rabobank Singapore Branch.
Unless otherwise specified or the context otherwise requires, references to ``U.S.$'',
``USD'' and ``U.S. Dollars'' are to the lawful currency of the United States of America, to
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``AUD'' and ``Australian Dollars'' are to the lawful currency of Australia, to ``NZD'' and ``New
Zealand Dollars'' is to the lawful currency of New Zealand, to ``euro'', ``Euro'', ``EUR'' and
``g'' 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'', ``pounds 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.
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
``CNH Notes'' are to Notes denominated in CNY or Renminbi deliverable in Hong Kong.
Your attention is drawn to the important information on pages 25 to 26.
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TABLE OF CONTENTS
Page
SUMMARY
6
SUMMARY FINANCIAL INFORMATION
9
RISK FACTORS
10
DOCUMENTS INCORPORATED BY REFERENCE
23
SUPPLEMENTARY PROSPECTUS
24
IMPORTANT INFORMATION
25
GENERAL DESCRIPTION OF THE PROGRAMME
27
TERMS AND CONDITIONS OF THE NOTES
34
1
Definitions
34
2
Form, Denomination and Title
50
3
Exchanges of Exchangeable Bearer Notes and transfers of Registered Notes
50
4
Status of Notes
52
5
Negative pledge
52
6
Interest and other calculations
52
7
Redemption, Purchase and Options
63
8
Provisions Applicable to Equity Linked Notes
69
9
Provisions applicable to Index Linked Notes
72
10
Provisions applicable to FX Linked Notes
76
11
Payments and Talons
89
12
Taxation
96
13
Prescription
98
14
Events of Default
98
15
Meeting of Noteholders, modifications and substitutions
98
16
Replacement of Notes, Certificates, Receipts, Coupons and Talons
101
17
Further issues
101
18
Notices
101
19
Governing Law and Jurisdiction
102
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
103
USE OF PROCEEDS
109
REMITTANCE OF RENMINBI INTO AND OUTSIDE THE PRC
110
CLEARING AND SETTLEMENT
112
DESCRIPTION OF BUSINESS OF RABOBANK GROUP
116
RABOBANK GROUP STRUCTURE
127
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
130
SELECTED FINANCIAL INFORMATION
155
RISK MANAGEMENT
158
GOVERNANCE OF RABOBANK GROUP
165
REGULATION OF RABOBANK GROUP
179
CAPITALISATION OF RABOBANK GROUP
185
RABOBANK AUSTRALIA BRANCH
186
RABOBANK SINGAPORE BRANCH
187
TAXATION
188
EU Savings Directive
188
Taxation in the Netherlands
188
Taxation in Australia
190
Taxation in Singapore
194
Taxation in Luxembourg
198
Taxation in the United States
199
TRANSFER RESTRICTIONS
211
PLAN OF DISTRIBUTION
213
FORM OF FINAL TERMS
220
GENERAL INFORMATION
249
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SUMMARY
This summary must be read as an introduction to this Base Prospectus and any decision to
invest in the Notes should be based on a consideration of this Base Prospectus as a whole,
including the documents incorporated by reference, by any investor. The Issuer has civil liability in
respect of this summary if it is misleading, inaccurate or inconsistent when read together with the
other parts of this Base Prospectus. Where a claim relating to information contained in this Base
Prospectus is brought before a court in an EEA State, the claimant may, under the national
legislation of the EEA State where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
Rabobank
Rabobank Group is an international financial service provider operating on the basis of
cooperative principles. At 31 December 2011, it comprised 139 independent local Rabobanks
and their central organisation Rabobank Nederland and its subsidiaries. Rabobank Group
operates in 47 countries. Its operations include domestic retail banking, wholesale banking and
international retail banking, asset management, leasing and real estate. It serves approximately 10
million clients around the world. In the Netherlands, its focus is on all-finance services and,
internationally, on food and agri. Rabobank Group entities have strong internal relationships due
to Rabobank's cooperative structure.
Rabobank's stability and creditworthiness is reflected in the ratings awarded by several
rating agencies (Standard & Poor's, Moody's, Fitch and DBRS). In terms of Tier 1 capital,
Rabobank Group is among the world's 30 largest financial institutions (source: The Banker).
Rabobank Group's cooperative core business comprises independent local Rabobanks.
Clients can become members of their local Rabobank. In turn, the local Rabobanks are members
of Rabobank Nederland, the supralocal cooperative organisation that advises and supports the
banks in their local services. Rabobank Nederland also supervises the operations, sourcing,
solvency and liquidity of the local Rabobanks. With 872 branches and 2,949 cash-dispensing
machines at 31 December 2011, the local Rabobanks form a dense banking network in the
Netherlands. In the Netherlands, the local Rabobanks serve approximately 6.8 million retail clients,
and approximately 0.8 million corporate clients, offering a comprehensive package of financial
services.
Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) is the holding
company of a number of specialised subsidiaries in the Netherlands and abroad. Coo¨peratieve
Centrale
Raiffeisen-Boerenleenbank
B.A.
(trading
as
Rabobank
International)
(``Rabobank
International'') is Rabobank Group's wholesale bank and international retail bank.
At 31 December 2011, Rabobank Group had total assets of c731.7 billion, a private sector
loan portfolio of c448.3 billion, amounts due to customers of c329.9 billion, savings deposits of
c140.0 billion and equity of c45.0 billion. At 31 December 2011, its Tier 1 ratio, which is the ratio
between Tier 1 capital and total risk-weighted assets, was 17.0 per cent. and its core Tier 1 ratio,
which is the ratio between core Tier 1 capital and total risk-weighted assets, was 12.7 per cent.
For the year ended 31 December 2011, Rabobank Group's efficiency ratio, which is the ratio
between total operating expenses and total income, was 65.2 per cent., and return on equity, or
net profit expressed as a percentage of Tier 1 capital, was 7.6 per cent. For the year ended
31 December 2011, Rabobank Group realised net profit of c2,627 million and a risk-adjusted
return on capital (``RAROC'') of 11.8 per cent. after tax. At 31 December 2011, Rabobank Group
had 59,670 full-time employees.
Objectives
According to article 3 of its articles of association, the objective of Rabobank Nederland is
to promote the interests of its members, the local Rabobanks. It shall do so by: (i) promoting the
establishment, continued existence and development of cooperative banks; (ii) conducting the
business of banking in the widest sense, especially by acting as central bank for its members
and as such entering into agreements with its members; (iii) negotiating rights on behalf of its
members and, with due observance of the relevant provisions of the articles of association,
entering into commitments on their behalf, provided that such commitments have the same
implications for all its members, including the entering into collective labour agreements on behalf
of its members; (iv) participating in, managing and providing services to other enterprises and
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institutions, in particular enterprises and institutions operating in the fields of insurance, lending,
investments and/or other financial services; (v) supervising the local Rabobanks in accordance
with the provisions of the Dutch Financial Supervision Act (Wet op het financieel toezicht); and (vi)
doing all such other things as may be regarded as being incidental or conducive to the
attainment of the objectives specified above.
Market shares in the Netherlands
As an all-finance service provider, Rabobank Group offers a comprehensive package of
financial products and services.
Residential mortgages: For the year ended 31 December 2011, Rabobank Group had a
market share of 31.7 per cent. of the total amount of new home mortgages in the Dutch mortgage
market (source: Dutch Land Registry Office (Kadaster)).
Savings deposits of individuals: At 31 December 2011, Rabobank Group had a market share
of 38.7 per cent. of the Dutch savings market (source: Statistics Netherlands (Centraal Bureau
voor de Statistiek)).
Lending to small and medium-sized enterprises: At 31 December 2011, Rabobank Group
had a market share of 42 per cent. of domestic loans to the trade, industry and services sector
(source: measured by Rabobank's own surveys).
Agricultural loans: At 31 December 2011, Rabobank Group had a market share of 83 per
cent. of loans and advances made by banks to the Dutch primary agricultural sector (source:
measured by Rabobank's own surveys).
Asset quality record
For the year ended 31 December 2011, Rabobank's bad debt costs were 37 basis points of
average lending, which is higher than the ten year average of 24 basis points (based on the
period from 2001 to 2010).
At 31 December 2011, economic country risk exposure to non-OECD countries represented
3.8 per cent. of Rabobank Group's total assets. Having taken into account country risk-reducing
components, net country risk before provisions amounted to 1.7 per cent. of Rabobank's total
assets.
Capitalisation
At 31 December 2011, Rabobank's Tier 1 ratio was 17.0 per cent. and its core Tier 1 ratio
was 12.7 per cent.
Form of Notes
The Notes may be issued in bearer form only, in bearer form exchangeable for Registered
Notes or in registered form only.
Currencies
Subject to compliance with all relevant laws, regulations and directives, Notes may be issued
in any currency agreed between the Issuer and the relevant Dealers, except that, at the date
hereof, only Rabobank Nederland may issue Notes denominated in Sterling.
Maturities
Subject to compliance with all relevant laws, regulations and directives, Notes may be issued
with any maturity between seven days and perpetuity.
Denomination
The Notes will be issued in such denominations as may be specified in the relevant Final
Terms.
Redemption
The Final Terms will specify the basis for calculating the redemption amounts payable, which
may be by reference to stock, index or formula or as otherwise provided in the relevant Final
Terms. Where the basis for calculating the redemption amounts or interest payable is by
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reference to stock, the Final Terms may also provide for the Notes to be adjusted or redeemed
on the occurrence of certain specified events affecting the stock, or the issuer of the stock, or the
Issuer's and/or its Affiliates' (as defined further in ``Terms and Conditions of the Notes'') related
hedging arrangements. Furthermore, where the basis for calculating the redemption amounts or
interest payable is by reference to an index, the Final Terms may provide for the Notes to be
adjusted on the occurrence of certain specified events affecting the index or its sponsor and the
Final Terms may also provide for the Notes to be adjusted or redeemed on the occurrence of
disruptions to the Issuer's and/or its Affiliates' related hedging arrangements. Where the basis for
calculating the redemption amounts or interest payable is by reference to a formula or other
variable, the Final Terms may also provide for the Notes to be adjusted or redeemed on the
occurrence of certain specified events affecting the underlying economic exposure of such
formula or other variable or the Issuer's or its Affiliates' related hedging arrangements. In each
case, the basis for adjustment or redemption is as more fully set out under ``Terms and
Conditions of the Notes''.
Governing law
The laws of the Netherlands.
Listing
Euronext Amsterdam, the Luxembourg Stock Exchange, or as otherwise specified in the
relevant Final Terms. As specified in the relevant Final Terms, a Series of Notes may be unlisted.
Risk factors
The purchase of Notes may involve substantial risks and is suitable only for investors who
have the knowledge and experience in financial and business matters necessary to enable them
to evaluate the risks and the merits of an investment in the Notes. Each potential investor in the
Notes must determine the suitability of that investment in light of its own circumstances. A
potential investor should not invest in Notes which are complex financial instruments unless it has
the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio. Material risks that may
affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme include
Rabobank Group's exposure to business and general economic conditions, credit risk, country
risk, interest rate and inflation risk, funding and liquidity risk, market risk, currency risk, operational
risk, legal risk, tax risk, systemic risk, competition, business environment, credit ratings, key
employees, minimum regulatory capital and liquidity requirements, terrorist acts, civil unrest, other
acts of war or hostility, geopolitical, pandemic or other such events, and the effect of
governmental policy and regulation. Material risks relating to the structure of a particular issuance
of Notes may (depending on the terms of the particular issue) include that the market price of the
Notes may be volatile, the Notes may not pay interest or the payment of interest may depend on
the market value of other securities, payment of principal or interest may occur at a different time
or in a different currency than expected and payment of principal may be in an amount less than
the nominal amount of the Notes or even zero. Please see the section ``Risk Factors''.
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SUMMARY FINANCIAL INFORMATION
The following unaudited table presents certain historical consolidated financial information for
Rabobank Group. This information should be read in conjunction with Rabobank Group's audited
consolidated financial statements and the section entitled ``Management's Discussion and Analysis
of Financial Condition and Results of Operations'' which appear elsewhere in this Base
Prospectus.
The three-year key figures at and for the years ended 31 December 2011, 2010 and 2009
have been derived from the corresponding Rabobank Group financial statements, which have
been audited by Ernst & Young Accountants LLP, the independent auditor in the Netherlands.
The Rabobank audited consolidated financial statements for 2011, 2010 and 2009 have been
prepared in accordance with International Financial Reporting Standards, as adopted by the
European Union (``IFRS'').
(in millions of euro, except percentages)
2011
2010
2009
Volume of services
Total assets
731,665
652,536
607,483
Private sector loan portfolio
448,337
436,292
415,235
Amounts due to customers
329,892
298,761
286,338
Assets under management and held in custody for clients
263,600
270,400
230,400
Financial position and solvency
Equity
45,001
40,757
37,883
Tier 1 capital
37,964
34,461
32,152
Core Tier 1 capital
28,324
27,735
25,579
Qualifying capital
39,088
35,734
32,973
Risk-weighted assets
223,613
219,568
233,221
Statement of income
Total income
13,378
12,716
12,434
Operating expenses
8,720
8,196
8,038
Value adjustments
1,606
1,234
1,959
Taxation
425
514
229
Net profit
2,627
2,772
2,208
Ratios
BIS ratio
17.5%
16.3%
14.1%
Tier 1 ratio
17.0%
15.7%
13.8%
Core Tier 1 ratio
12.7%
12.6%
11.0%
Equity capital ratio
14.7%
14.2%
12.4%
Net profit growth
(5.2)%
25.5%
(19.8)%
Return on equity
7.6%
8.6%
7.3%
Efficiency ratio
65.2%
64.5%
64.6%
Ratings
Standard & Poor's
AA
AAA
AAA
Moody's
Aaa
Aaa
Aaa
Fitch
AA
AA+
AA+
DBRS
AAA
AAA
AAA
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations
under Notes issued under the Programme. Most 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.
In addition, factors which are material for the purpose of assessing the market risks
associated with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Notes issued under the Programme, but the Issuer may be unable to pay interest,
principal or other amounts on or in connection with any Notes for other reasons and the Issuer
does not represent that the statements below regarding the risks of holding any Notes are
exhaustive. Prospective investors should also read the detailed information set out elsewhere in
this Base Prospectus (including any documents deemed to be incorporated by reference herein)
and reach their own views prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the
Programme
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 program, 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 East 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. 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
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