Obligation Rabbobank 0% ( XS0933592759 ) en USD

Rabbobank

100 % ⇌

Pays-Bas

XS0933592759 ( en USD )

24/05/2043

Prospectus brochure de l'obligation Rabobank XS0933592759 en USD 0%, échéance 24/05/2043

1 000 000 USD

20 000 000 USD

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 USD, avec le code ISIN XS0933592759, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/05/2043

Rabobank Nederland
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) 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 Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Singapore Branch
(Singapore Company Registration Number S86FC3634A)
(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 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 Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Australia Branch ("Rabobank Australia
Branch") and Coöperatieve 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 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") in its capacity as competent authority under Dutch securities laws (as
defined below) to approve this Base Prospectus in connection with the issue by the Issuer of Fixed Rate Notes, Floating Rate Notes, Inverse Floating Rate Notes, Variable Rate Notes, CMS Linked Notes,
Range Accrual Notes and Zero Coupon Notes which are:
(a) offered to the public in the European Economic Area in circumstances which require the publication of a prospectus under Directive 2003/71/EC, as amended (the "Prospectus Directive"),
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 NYSE 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 2004/39/EC of the European Parliament and of the Council on markets in financial instruments (the "Markets in Financial Instruments Directive"),
such Notes hereinafter referred to as the "PD Notes". PD Notes may be issued in any denominations as agreed between the Issuer and the relevant Dealer(s), and any PD Notes which have a
denomination of less than EUR 100,000 (or its equivalent in any other currency) are referred to hereinafter as "Non-Exempt PD Notes".
This Base Prospectus is a base prospectus for the purposes of Article 5.4 of 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 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 8 May 2013, in relation to PD Notes only.
The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any regulated market in the European Economic Area and, 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 Directive, such Notes 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 Official List (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 S.A./N.V. ("Euroclear") and Clearstream Banking, société 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 ("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 Aa2 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 21 to 37.
This Base Prospectus supersedes and replaces the Base Prospectus dated 9 May 2012.
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 Securities
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 8 May 2013

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) in the circumstances described under
"Public Offers of Non-Exempt PD Notes in the European Economic Area" below. 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"), 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
2

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 Nederland has been granted an authority to carry on a banking business in
Australia pursuant to section 9 of the Banking Act 1959 (Cth) ("Banking Act") and is an
authorised deposit-taking institution ("ADI") within the meaning of the Banking Act. Notes issued
by Rabobank Nederland (including where it acts as Issuer through its Australian Branch) 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 Nederland
(including where it acts as Issuer through its Australian Branch or its Singapore Branch)
(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 (Cth) 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 and
other jurisdictions will also apply to the ranking of debts and other liabilities in a winding-up of
Rabobank Nederland. Rabobank Nederland does not make any representations as to whether the
Notes, or any of them, would constitute liabilities in Australia, under such statutory provisions.
3

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 Coöperatieve 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 "AUD" and
"Australian Dollars" are to the lawful currency of Australia, to "NZD" and "New Zealand Dollars"
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.
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 46 to 48.
4

TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME RELATING TO PD NOTES ..............................................................7
RISK FACTORS........................................................................................................................................21
PUBLIC OFFERS OF NON-EXEMPT PD NOTES IN THE EUROPEAN ECONOMIC AREA..................38
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................44
SUPPLEMENTARY PROSPECTUS.........................................................................................................45
IMPORTANT INFORMATION...................................................................................................................46
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................49
TERMS AND CONDITIONS OF THE NOTES..........................................................................................58
1
Definitions .........................................................................................................................................59
2
Form, Denomination and Title...........................................................................................................76
3
Exchanges of Exchangeable Bearer Notes and transfers of Registered Notes................................77
4
Status of Notes..................................................................................................................................79
5
Negative pledge ................................................................................................................................79
6
Interest and other calculations ..........................................................................................................79
7
Redemption, Purchase and Options .................................................................................................92
8
Provisions Applicable to Equity Linked Notes...................................................................................99
9
Provisions applicable to Index Linked Notes...................................................................................103
10 Provisions applicable to FX Linked Notes.......................................................................................106
11 Payments and Talons .....................................................................................................................122
12 Taxation ..........................................................................................................................................130
13 Prescription .....................................................................................................................................131
14 Events of Default.............................................................................................................................131
15 Meeting of Noteholders, modifications and substitutions................................................................132
16 Replacement of Notes, Certificates, Receipts, Coupons and Talons .............................................135
17 Further issues .................................................................................................................................135
18 Notices ............................................................................................................................................135
19 Governing Law and Jurisdiction......................................................................................................136
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM......................138
USE OF PROCEEDS..............................................................................................................................147
CLEARING AND SETTLEMENT ............................................................................................................148
5

DESCRIPTION OF BUSINESS OF RABOBANK GROUP .....................................................................152
RABOBANK GROUP STRUCTURE.......................................................................................................164
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................................................................................................................167
SELECTED FINANCIAL INFORMATION ...............................................................................................196
RISK MANAGEMENT .............................................................................................................................200
GOVERNANCE OF RABOBANK GROUP .............................................................................................209
REGULATION OF RABOBANK GROUP................................................................................................223
CAPITALISATION OF RABOBANK GROUP..........................................................................................230
RABOBANK AUSTRALIA BRANCH .......................................................................................................231
RABOBANK SINGAPORE BRANCH......................................................................................................232
TAXATION ..............................................................................................................................................233
EU Savings Directive....................................................................................................................233
Taxation in the Netherlands .........................................................................................................233
Taxation in Australia.....................................................................................................................235
Taxation in Singapore ..................................................................................................................240
Taxation in Luxembourg...............................................................................................................245
Taxation in the United States .......................................................................................................246
Taxation in Austria........................................................................................................................259
Taxation in Belgium......................................................................................................................262
Taxation in Denmark ....................................................................................................................264
Taxation in Finland .......................................................................................................................266
Taxation in France........................................................................................................................266
Taxation in Germany ....................................................................................................................267
Taxation in Ireland........................................................................................................................267
Taxation in Italy ............................................................................................................................268
Taxation in Norway.......................................................................................................................274
Taxation in Portugal .....................................................................................................................275
Taxation in Sweden......................................................................................................................277
Taxation in the United Kingdom ...................................................................................................278
TRANSFER RESTRICTIONS .................................................................................................................280
PLAN OF DISTRIBUTION ......................................................................................................................282
FORM OF FINAL TERMS WITH RESPECT TO PD NOTES .................................................................295
FORM OF FINAL TERMS WITH RESPECT TO EXEMPT NOTES .......................................................333
GENERAL INFORMATION.....................................................................................................................365
6

SUMMARY OF THE PROGRAMME RELATING TO PD NOTES
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included
in a summary relating to the Notes and the Issuer. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element
may be required to be inserted in the summary because of the nature of the Notes and the Issuer, it is
possible that no relevant information can be given regarding the Element. In this case, a short description
of the Element is included in the summary and marked as "Not applicable".
Section A Introduction and warnings
A.1
This summary must be read as an introduction to this Base
Prospectus. Any decision to invest in the Notes should be based on a
consideration of the Base Prospectus as a whole, including any
documents incorporated by reference. Where a claim relating to the
information contained in this Base Prospectus is brought before a
court, the plaintiff may, under the national legislation of Member States
of the European Economic Area where the claim is brought, be
required to bear the costs of translating the Base Prospectus before
the legal proceedings are initiated. Civil liability attaches only to those
persons who have tabled the summary, including any translation
thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of this Base
Prospectus or it does not provide, when read together with the other
parts of this Base Prospectus, key information in order to aid investors
when considering whether to invest in the Notes.
A.2
In connection with any Public Offer of Non-Exempt PD Notes, the
Issuer accepts responsibility, in a Public Offer Jurisdiction, for the
content of this Base Prospectus under Article 6 of the Prospectus
Directive in relation to any person (an "Investor") to whom an offer of
any Non-Exempt PD Notes is made by any financial intermediary to
whom the Issuer has given its consent to use the Base Prospectus (an
"Authorised Offeror"), where the offer is made in compliance with all
conditions attached to the giving of the consent. Such consent and
conditions are described below under "Consent" and "Common
conditions to consent".
Consent:
Subject to the conditions set out below under "Common conditions to
consent":
(A)
the Issuer consents to the use of this Base Prospectus (as
supplemented as at the relevant time, if applicable) in
connection with a Public Offer of Non-Exempt PD Notes in a
Public Offer Jurisdiction by the relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised
Offeror in the relevant Final Terms; and
(ii) any financial intermediary appointed after the date of the
relevant Final Terms and whose name is published on the
7

Issuer's website (www.rabobank.com) and identified as an
Authorised Offeror in respect of the relevant Public Offer;
and
(B)
if (and only if) Part B of the relevant Final Terms specifies
"General Consent" as "Applicable", the Issuer hereby offers to
grant its consent to the use of this Base Prospectus (as
supplemented as at the relevant time, if applicable) in
connection with a Public Offer of Non-Exempt PD Notes in a
Public Offer Jurisdiction by any financial intermediary which
satisfies the following conditions:
(i)
it is authorised to make such offers under the applicable
legislation implementing the Markets in Financial
Instruments Directive; and
(ii) it accepts such offer by publishing on its website a
statement that it agrees to use the Base Prospectus in
accordance with the Authorised Offeror Terms and subject
to the conditions to such consent.
Common conditions to consent:
The conditions to the Issuer's consent are (in addition to the conditions
described in paragraph (B) above if Part B of the relevant Final Terms
specifies "General Consent" as "Applicable") that such consent:
(a)
is only valid in respect of the relevant Tranche of Non-Exempt
PD Notes;
(b)
is only valid during the Offer Period specified in the relevant
Final Terms; and
(c)
only extends to the use of this Base Prospectus to make Public
Offers of the relevant Tranche of Non-Exempt PD Notes in one
or more of the Public Offer Jurisdictions, as specified in the
relevant Final Terms.
An investor intending to acquire or acquiring Notes in a Public Offer
from an Authorised Offeror other than the Issuer will do so, and offers
and sales of such Notes to an investor by such Authorised Offeror will
be made, in accordance with any terms and other arrangements in
place between such Authorised Offeror and such investor including as
to price, allocations, expenses and settlement arrangements.
Each investor must look to the relevant Authorised Offeror at the
time of any such Public Offer for the provision of information
regarding the terms and conditions of the Public Offer and the
Authorised Offeror will be solely responsible for such information.
Section B Issuer
B.1
The legal and
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
commercial name of
Nederland), including issuing through:
the Issuer:
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
Nederland) Australia Branch
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
Nederland) Singapore Branch
8

The commercial name of the Issuer is "Rabobank".
B.2
The domicile and
The Issuer has its statutory seat in Amsterdam, is a cooperative entity
legal form of the
(coöperatie) and is registered with the Trade Register of the Chamber
Issuer, the
of Commerce in Utrecht, the Netherlands under number 30046259.
legislation under
The Issuer operates under the laws of the Netherlands.
which the Issuer
operates and its
country of
incorporation:
B.4b
A description of any
Rabobank Group's results of operations are affected by a variety of
known trends
market conditions, including economic cycles, fluctuations in stock
affecting the Issuer
markets, interest rates and exchange rates, and increased competition.
and the industries in A decline in the stock markets could adversely affect Rabobank
which it operates:
Group's results of operations and its financial assets.
The Issuer expects that the relatively low interest rate environment that
it faced in the recent past is likely to continue in 2013, with a
corresponding impact on Rabobank Group's results.
B.5
Description of the
Rabobank Group is an international financial services provider,
Issuer's Group and
operating on the basis of cooperative principles. Rabobank Group is
the Issuer's position comprised of the Issuer as central institution, its members, being the
within the Group:
local Rabobanks in the Netherlands and its subsidiaries and
participations in the Netherlands and abroad.
B.9
Profit forecast or
Not Applicable. The Issuer has not made any public profit forecasts or
estimate:
profit estimates.
B.10
Qualifications in the
Not Applicable. The audit reports on the Issuer's audited financial
Auditors' report:
statements for the years ended 31 December 2011 and 31 December
2012 are unqualified.
B.12
Selected Financial
The following summary financial data is derived from, is qualified by
Information:
reference to, and should be read in conjunction with, Rabobank
Group's audited consolidated financial statements as at, and for the
years ended, 31 December 2011 and 2012.
Consolidated statement of financial position:
Year ended 31 December
2012
2011
(EUR million)
Cash and cash equivalents ................................
68,103
70,430
Due from other banks................................ 35,386
25,221
Trading financial assets................................ 6,387
8,112
Other financial assets at fair
value through profit or loss ................................
5,911
7,015
Derivative financial instruments................................
65,423
58,973
Loans to customers ................................ 485,299
468,085
Available-for-sale financial assets
50,425
51,930
9

Held-to-maturity financial assets ................................
0
109
Investments in associates ................................
3,649
3,340
Intangible assets................................
2,343
2,802
Property and equipment ................................6,500
6,132
Investment properties................................ 1,489
784
Current tax assets ................................
597
571
Deferred tax assets ................................
621
995
Other assets ................................................................
11,939
12,210
Non-current assets held for sale
and discontinued operations................................
8,338
14,956
Total assets................................................................
752,410
731,665
Liabilities:
As at 31 December
2012
2011
(EUR million)
Due to other banks ................................
27,059
26,259
Due to customers ................................
334,271
329,892
Debt securities in issue................................223,336
213,441
Derivative financial instruments
and other trade liabilities................................74,800
64,931
Other debts................................................................
9,950
8,422
Other financial liabilities at fair
value through profit or loss ................................
24,091
25,889
Provisions ................................................................
752
765
Current tax liabilities ................................
205
324
Deferred tax liabilities ................................
696
893
Subordinated debt ................................
5,407
2,413
Liabilities held for sale ................................ 7,216
13,435
Total liabilities
707,783
686,664
Equity:
Year ended 31 December
2012
2011
(EUR million)
Equity of Rabobank Nederland
and local Rabobanks................................ 27,858
26,500
Equity instruments issued directly
10

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#1">Rabo 2013_Base Prospectus.docx