Obligation Rabbobank 0.0925% ( XS1085176466 ) en TRY

Rabbobank

100 % ▲

Pays-bas

XS1085176466 ( en TRY )

0.0925% par an ( paiement annuel )

15/07/2021 - Obligation échue

Prospectus brochure de l'obligation Rabobank XS1085176466 en TRY 0.0925%, échue

1 000 TRY

400 000 000 TRY

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 TRY, avec le code ISIN XS1085176466, paye un coupon de 0.0925% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/07/2021

Rabobank
Coöperatieve
Coöperatiev Rabobank U.A.
Rabobank U.A
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve
Coöperatiev Rabobank U.A.
Rabobank U.A Australia Branch
(Australian Business Number 70 003 917 655)
(A
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amst
Coöperatieve Rabobank U.A
Coöperatiev
.
e Rabobank U.A New Zealand Branch
(New Zealand Business Number 9429038354397)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
EUR 160,000,000,000 Global Medium-Term Note Programme
Due from seven day
Due from sev
s to perpetuity
en day
Under the Global Medium-Term Note Programme described in this Base Prospectus (the "Programme"), Coöperatieve Rabobank U.A. ("Rabobank" or "Rabobank Nederland")
may, through its head office or, in the case of Senior Preferred Notes only, through Coöperatieve Rabobank U.A. Australia Branch ("Rabobank Australia Branch") or through Coöperatieve
Rabobank U.A. New Zealand Branch ("Rabobank New Zealand Branch"), subject to compliance with all relevant laws, regulations and directives, from time to time, issue Global Medium-
Term Notes (the "Notes"). References herein to the "Issuer" shall mean Rabobank acting through its head office or through Rabobank Australia Branch or Rabobank New Zealand Branch.
Notes to be issued under this Global Medium Term Note Programme may comprise (i) unsubordinated Notes ("Senior Preferred Notes"), (ii) Notes which, with effect from the
Effective Date (as defined herein), will rank junior to Senior Preferred Notes but senior to Dated Subordinated Notes (as defined and further described herein) and have terms capable of
qualifying as Statutory Non-Preferred Senior Obligations MREL Eligible Liabilities (as defined herein ) (the "Non-Preferred Senior Notes") and (iii) Notes which are subordinated as further
described herein and have terms capable of qualifying as Tier 2 Capital (as defined herein) (the "Dated Subordinated Notes").
The aggregate nominal amount of N
of otes
N
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
fo the Financial Markets (Autoriteit Financiële Markten or the "AFM") in its capacity as competent authority under Dutch
securities laws (as defined
def
below) to approve this Base Prospectus in connection with the issue by the Issuer of Fixed Rate Notes, Fixed Rate Reset Notes, Floating Rate Notes, Inverse
Floating Rate Notes, Variable Rate Notes, CMS Linked Notes, Range Accrual Notes and Zero Coupon Notes (in each case
Floating Rate Notes, Variable Rate Notes, CMS Linked Notes, Range Accrual Notes and Zero Coupon Note
, excluding such Notes which constitute money market instruments
(as defined in Article 1(5) of Directive 93/22/EC) having a maturity of less than 12 months ("Money Market Instruments
Money
") 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 Euronext in Amsterdam ("Euronext Amsterdam"); (ii) admitted to the official list of the Luxembourg Stock Exchange (the
"Official List") and admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange"); or (iii) admitted to trading on another
regulated market as defined under Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments ("MiFID II"),
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) and do not otherwise fall within an exemption from the requirement to publish a prospectus under the
Prospectus Directive are referred to hereinafter as "Non-Exempt PD Notes". The Issuer will only issue Non-Exempt PD Notes which are Fixed Rate Notes or Floating Rate Notes (subject to
certain exceptions as set out on page 68) and, in each case, only where such Notes are Senior Preferred Notes.
This Base Prospectus is a base prospectus for
fo the purposes of Article 5.4 of t
of he
t
Prospectus Directive and the Dutch Financial Supervision Act (Wet op het financieel toezicht
toez
) and
regulations thereunder (together "Dutch securities laws
la ") 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 11 May 2018, in relation to PD Notes only.
The Issuer may also issue (a) Money Market Instruments and (b) unlisted Notes and/or Notes not admitted to trading on any regulated market in the European Economic Area (where
such Notes are, in addition, issued with a minimum denomination of at least EUR 100,000 (or its equivalent in any other currency) or otherwise fall within an exemption from the requirement
to publish a prospectus under the Prospectus Directive, such Notes, together with Money Market
Ma
Instruments, are hereinafter referred to as "Exempt Notes"). The AFM has neither
approved nor reviewed information contained in this Base Prospectus in connection with the issue of any Exempt Notes.
d nor reviewed information contained in this Base Prospectus in connection with the issue of any
The relevant final terms to this Base Prospectus (the "Final Terms") in respect of the issue of any Notes will specify whether such Notes will be listed on Euronext Amsterdam or the
Luxembourg Stock Exchange (or any other stock exchange) or whether the Notes will be unlisted. References in this Base Prospe
Luxembourg Stock Exchange (or any other stock exchange) or whether the Notes will be unlisted. Refer
ctus 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 safek
saf eeper
ek
(the "Common Safekeeper") for
fo Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A. ("Clearstream,
Luxembourg"). Notes in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of
Registered Notes (as defined
def
below) of one Series, and may be represented by a Global Certificate (as defined
def
below). Registered Notes issued in global form
fo
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.
original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Lu
Global Notes in bearer form ("Bearer Notes") which are not issued in NGN form ("CGNs") and Global Certificates which are not held under the NSS will be deposited on the issue
date of the relevant Tranche either with (a) a common depositary for
fo Euroclear and Clearstream, Luxembourg (the "Common Depositary") or (b) such other clearing system as agreed
between the Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable, in whole or in part, fo
between the Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable
r interests in permanent global notes (each, a "permanent Global
Note" and, together with the temporary Global Notes, the "
"
Global Notes"), or, if so stated in the relevant Final Terms, definitive Notes ("Definitive Notes"), on or after the date falling 40 days
after the completion of the distribution of such T
af
ranche upon certification as to non-U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive Notes in
U.S. beneficial ownership. Interests in permanent Global Notes will be exchangeable for Definitive N
whole but not in part as described under "Summary of Provisions Relating to the Notes while in Global Form".
Notes (other than AMTNs (as defined below)) of any Series to be issued in registered form ("Registered Notes") and which are sold in an "offshore transaction" within the meaning of
Regulation S ("Unrestricted Notes") under the U.S. Securities Act of 1933 (the "Securities Act") will initially be represented by a permanent registered global certificate (each, an
"Unrestricted Global Certificate"), without interest coupons, which may be deposited on the issue date (a) in the case of a
a Tranche
T
intended to be cleared through Euroclear and/or
Clearstream, Luxembourg, with the Common Depositary on behalf of E
of uroclear
E
and Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing
system other than or in addition to Euroclear and/or Clearstream, Luxembourg, The Depository Trust Company ("DTC") or delivered outside a clearing system, as agreed between the Issuer
and the relevant Dealer.
Registered Notes issued by Rabobank which are sold in the United States to "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act
("Restricted Notes") will initially be represented by a permanent registered global certificate (each, a "Restricted Global Certificate" and, together with the "Unrestricted Global
Certificate", the "Global Certificates"), without interest coupons, which may be deposited on the issue date either with (a) the Common Depositary on behalf of Euroclear and Clearstream,
Luxembourg or (b) a custodian for, and registered in the name of Cede & Co. as nominee for, DTC.
Beneficial interests in Global Certificates held by Euroclear, Clearstream, Luxembourg and/or DTC will be shown on, and transfers thereof will be effected only through, records
maintained by Euroclear, Clearstream, Luxembourg and/or DTC and their participants. See "Clearing and Settlement". The provisions governing the exchange of interests in the Global Notes
and in each Global Certificate are described in "Summary of Provisions Relating to the Notes while in Global Form".
Non-Preferred Senior Notes and Dated Subordinated Notes of any Series to be issued under the Australian Fiscal Agency Agreement (as defined herein) ("AMTNs") will be issued in
registered form and their issue will be reflected by inscription in the Australian Register (as defined
def
herein) in evidence of which
wh
a global certificate (an "AMTN Global Certificate") will be
issued and deposited with the Registrar to hold on behalf of the registered holders of the AMTNs on the clearing system operated by Austraclear Limited (ABN 94 002 060 773)
("Austraclear"). The AMTNs
AMT
have been accepted for clearance through the Austraclear System operated by Austraclear. An acceptance for clearance by Austraclear is not a
recommendation or endorsement by Austraclear. For so long as the AMTNs are lodged in the Austraclear System, the registered h
recommendation or endorsement by Austraclear. For so long as the AMTNs are lodged in the Austraclear
older of the AMTNs will be Austraclear.
No prospectus or other disclosure document (as defined in the Corporations Act 2001 of the Commonwealth of Australia (the "Australian Corporations Act")) in relation to the Notes
has been or will be lodged with or registered by the Australian Securities and Investments Commission as a disclosure document for the purposes of the Australian Corporations Act or with
ASX Limited ("ASX
AS ").
Long-term Senior Preferred Notes issued under the Programme by Rabobank are expected to be rated AA- by Fitch Ratings Limited ("Fitch") and long-term Senior Preferred Notes
issued under the Programme by Rabobank Australia Branch are expected to be rated AA- by Fitch Australia Pty Ltd. ("Fitch Australia
Au
"). Senior Preferred Notes issued under the programme
are expected to be rated Aa3 by Moody's Investors Service Ltd. ("Moody's") and Senior Preferred Notes with a maturity of one year or more are expected to be rated A+ by Standard &
Poor's Credit Market Services France SAS ("S&P"). Non-Preferred Senior Notes issued by Rabobank under the Programme are expected to be rated AA- by Fitch and A- by S&P. Dated
Subordinated Notes issued under the Programme by Rabobank are expected to be rated Baa1 by Moody's and BBB+ by S&P. Each of Fitch, Moody's and S&P is established in the
European Union and is registered under Regulation (EC) No 1060/2009 (the "CRA R
CRA egulation
R
"). Fitch Australia is not established in the European Union but the rating it has given to the
long-term Senior Preferred Notes to be issued under the Programme is endorsed by Fitch, which is established in the European Union and registered under the CRA Regulation. A list of
credit rating agencies registered under the CRA Regulation is published by the European Securities and Markets Authority on its website. In addition, this Base Prospectus contains or refers
to certain credit ratings issued by DBRS Ratings Limited ("DBRS"). DBRS is established in the European Union and is registered under the CRA Regulation.
Tranches of Notes (as defined
def
below) to be issued under the Programme will be rated or unrated. Where
Wh
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
Wh
or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency
established in the European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency without prior notice.
Factors which may affect the ability of the Issuer to fulfil its obligations under the Programme and factors which are material for the purpose of assessing the market risks associated
with Notes issued under the Programme are set out on pages 29 to 49.
This Base Prospectus supersedes and replaces the Base Prospectus dated 10 May 2017.

Arranger for the Programme
Credit Suisse
Dealers
Barclays
BofA Merrill Lynch
BNP PARIBAS
Crédit Agricole CIB
Credit Suisse
Citigroup
Goldman Sachs International
Daiwa Capital Markets Europe
J.P. Morgan
HSBC
Morgan Stanley
Mizuho Securities
Rabobank
Nomura
TD Securities
RBC Capital Markets
UBS Investment Bank
The date of this Base Prospectus is11 May 2018

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" on pages 68 to 73.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
No person has been authorised to give any information or to make any representation
other than those contained in this Base Prospectus in connection with the issue or sale of the
Notes and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in
"Overview of the Programme"). Neither the delivery of this Base Prospectus nor any sale made in
connection herewith shall, under any circumstances, create any implication that there has been
no change in the affairs of the Issuer since the date hereof or the date upon which this Base
Prospectus has been most recently amended or supplemented or that there has been no adverse
change in the financial position of the Issuer since the date hereof or the date upon which this
Base Prospectus has been most recently amended or supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on
which it is supplied or, if different, the date indicated in the document containing the same.
None of the Dealers (excluding Rabobank (in its capacity as Dealer)) or the Arranger makes
any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
Prospectus nor any other financial statements should be considered as a recommendation by the
Issuer, the Dealers or the Arranger that any recipient of this Base Prospectus or any other
financial statements should purchase the Notes. Prospective investors should have regard to the
factors described under the section headed "Risk Factors". This Base Prospectus does not
describe all of the risks of an investment in the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Base Prospectus and its
purchase of Notes should be based upon such investigation, as it deems necessary. None of the
Dealers nor the Arranger undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the
Dealers or the Arranger.
In connection with the issue of any tranche of a Series of Notes (a "Tranche"), one or more
relevant Dealers (in such capacity, the "Stabilising Manager(s)") (or persons acting on behalf of
any Stabilising Manager(s)) may over-allot Notes or effect transactions with a view to supporting
the market price of the Notes at a level higher than that which might otherwise prevail. However,
there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising
Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the
date on which adequate public disclosure of the Final Terms of the offer of the relevant Tranche
A35870298
3

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) within the
United States to "qualified institutional buyers" in reliance on Rule 144A. Prospective purchasers
are hereby notified that sellers of Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on
offers, sales, and transfers of Notes and on distribution of this Base Prospectus or any Final
Terms or any other offering material relating to the Notes, see "Plan of Distribution" and
"Transfer Restrictions".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), any State securities commission in the United States or any other U.S.
regulatory authority, nor has any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Notes or the accuracy or adequacy of this Base Prospectus. Any
representation to the contrary is a criminal offence in the United States.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any
Notes will include a legend entitled "MiFID II Product Governance" which will outline the target
market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels).
A determination will be made in relation to each issue about whether, for the purpose of the
MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will
be a manufacturer for the purpose of the MiFID Product Governance Rules.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes
includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For
4

these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive
2002/92/EC, where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Directive. Consequently no key information document required by Regulation (EU) No 1286/2014
(the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
Unless the Final Terms in respect of any Notes specifies "Prohibition of Sales to Belgian
Consumers" as "Not Applicable", the Notes are not intended to be offered, sold or otherwise
made available to and will not be offered, sold or otherwise made available to "consumers"
(consumenten/consommateurs) within the meaning of the Belgian Code of Economic law
(Wetboek economisch recht/Code de droit économique).
Benchmarks Regulation Amounts payable on Notes issued under the Programme may be
calculated by reference to either LIBID, LIMEAN, GBP-ISDA-Swap Rate, EURIOR, EONIA, EUR-
ISDA-EURIBOR-Swap Rate, STIBOR, CNH HIBOR, JPY-ISDA-Swap Rate or USD-ISDA-Swap Rate
as specified in the applicable Final Terms. As at the date of this Base Prospectus, the
administrators of LIBID, LIMEAN, GBP-ISDA-Swap Rate, EURIOR, EONIA, EUR-ISDA-EURIBOR-
Swap Rate, STIBOR, CNH HIBOR, JPY-ISDA-Swap Rate and USD-ISDA-Swap Rate are not
included in ESMA's register of administrators under Article 36 of the Regulation (EU) No.
2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is aware, the transitional
provisions in Article 51 of the Benchmarks Regulation apply, such that the administrators of
LIBID, LIMEAN, GBP-ISDA-Swap Rate, EURIOR, EONIA, EUR-ISDA-EURIBOR-Swap Rate, STIBOR,
CNH HIBOR, JPY-ISDA-Swap Rate and USD-ISDA-Swap Rate are not currently required to obtain
authorisation or registration (or, if located outside the European Union, recognition, endorsement
or equivalence).
Amounts payable under the Notes may also be calculated by reference to LIBOR, which is
provided by ICE Benchmark Administration Ltd (IBA). As at the date of this Base Prospectus, ICE
Benchmark Administration Ltd (IBA) appears on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.
Rabobank has been granted an authority to carry on a banking business in Australia
pursuant to section 9 of the Banking Act 1959 of Australia ("Banking Act") and is an authorised
deposit-taking institution ("ADI") within the meaning of the Banking Act. The Notes are not
covered by the depositor protection provisions contained in Division 2 of Part II of the Banking
Act.
Section 11F of the Banking Act provides that if a foreign ADI, such as Rabobank (whether
in or outside Australia), suspends payment or is unable to meet its obligations, the assets of the
foreign ADI in Australia are to be available to meet the foreign ADI's liabilities in Australia in
priority to all other liabilities of the foreign ADI. Further, section 86 of the Reserve Bank Act 1959
of Australia provides that debts due by an ADI to the Reserve Bank of Australia shall, in a
winding-up of the ADI, have priority over all other debts of the ADI. Other laws in Australia, the
Netherlands and other jurisdictions will also apply to the ranking of debts and other liabilities in a
winding-up of Rabobank. Rabobank does not make any representations as to whether the Notes,
or any of them, would constitute liabilities in Australia, under such statutory provisions.
The Notes do not represent deposit liabilities of the Issuer in New Zealand.
5

All figures in this Base Prospectus have not been audited, unless stated otherwise. These
figures are internal figures of Rabobank or Rabobank Group.
Unless the context otherwise requires, references in this Base Prospectus to "Rabobank"
and "Rabobank Nederland" are to Coöperatieve Rabobank U.A. and references to "Rabobank
Group" are to Rabobank and its group companies (within the meaning of Section 2:24b of the
Dutch Civil Code (the "DCC"), which shall in any event include its subsidiaries). References
herein to the "Issuer" shall mean Rabobank acting through its head office or through Rabobank
Australia Branch or Rabobank New Zealand Branch.
Unless otherwise specified or the context otherwise requires, references to "U.S.$", "USD"
and "U.S. Dollar" are to the lawful currency of the United States of America, to "AUD" and
"Australian Dollar" are to the lawful currency of Australia, to "NZD" and "New Zealand Dollar" are
to the lawful currency of New Zealand, to "euro", "Euro", "EUR" and "" are to the lawful
currency of the member states of the European Union that have adopted the single currency in
accordance with the Treaty establishing the European Community, as amended by the Treaty on
the Functioning of the European Union, to "Sterling" or "£" are to the lawful currency of the
United Kingdom of Great Britain and Northern Ireland, to "¥", "JPY" and "yen" are to the lawful
currency of Japan and to "Renminbi", "RMB" and "CNY" are to the lawful currency of the PRC.
In this Base Prospectus, references to "PRC" are to the People's Republic of China which,
for the purpose of this Base Prospectus, shall exclude Hong Kong, the Macau Special
Administrative Region of the People's Republic of China and Taiwan. References to "Renminbi
Notes" are to Notes denominated in CNY or Renminbi deliverable in Hong Kong, Singapore and
Taiwan.
Your attention is drawn to the important information on pages 76 to 78.
6

TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME...........................................................................................................9
RISK FACTORS........................................................................................................................................29
PUBLIC OFFERS OF NON-EXEMPT PD NOTES IN THE EUROPEAN ECONOMIC AREA..................69
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................75
SUPPLEMENTARY PROSPECTUS.........................................................................................................76
IMPORTANT INFORMATION...................................................................................................................77
OVERVIEW OF THE PROGRAMME........................................................................................................80
TERMS AND CONDITIONS OF THE SENIOR PREFERRED NOTES....................................................97
TERMS AND CONDITIONS OF THE NON-PREFERRED SENIOR NOTES.........................................172
TERMS AND CONDITIONS OF THE DATED SUBORDINATED NOTES .............................................212
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM......................250
USE OF PROCEEDS..............................................................................................................................260
CLEARING AND SETTLEMENT ............................................................................................................261
DESCRIPTION OF BUSINESS OF RABOBANK GROUP .....................................................................265
STRUCTURE AND GOVERNANCE OF RABOBANK GROUP..............................................................274
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.................................................................................................................................278
SELECTED FINANCIAL INFORMATION ...............................................................................................311
RISK MANAGEMENT .............................................................................................................................315
GOVERNANCE OF RABOBANK GROUP .............................................................................................322
REGULATION OF RABOBANK GROUP................................................................................................331
CAPITALISATION AND INDEBTEDNESS OF RABOBANK GROUP ....................................................342
RABOBANK AUSTRALIA BRANCH .......................................................................................................345
RABOBANK NEW ZEALAND BRANCH .................................................................................................346
TAXATION ..............................................................................................................................................347
ERISA CONSIDERATIONS ....................................................................................................................381
TRANSFER RESTRICTIONS .................................................................................................................384
PLAN OF DISTRIBUTION ......................................................................................................................387
FORM OF FINAL TERMS - PD NOTES (OTHER THAN NON-EXEMPT PD NOTES) ..........................395
FORM OF FINAL TERMS EXEMPT NOTES.......................................................................................423
FORM OF FINAL TERMS NON-EXEMPT PD NOTES .......................................................................468
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SUMMARY OF THE NOTES ..................................................................................................................487
GENERAL INFORMATION.....................................................................................................................488
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Summary of the Programme
SUMMARY OF THE PROGRAMME
The Summary will only be used for the issues of (i) Non-Exempt PD Notes and (ii) PD Notes which
have a denomination of less than EUR 100,000 (or its equivalent in other currencies), in each case
which are Fixed Rate Notes or Floating Rate Notes (subject to certain exceptions as set out on
page 68) and, in each case, only where such Notes are Senior Preferred 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 Non-Exempt PD 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 Non-Exempt PD
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".
References below to the "Notes" shall be read to mean Non-Exempt PD Notes or PD Notes which have a
denomination of less than EUR 100,000 (or its equivalent in other currencies), as the case may be.
Section A Introduction and warnings
Element
Title
A.1
Warning and
This summary must be read as an introduction to this Base
Introduction:
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.
9

Summary of the Programme
A.2
Consent:
Programme summary:
The Issuer may provide its consent to the use of this Base Prospectus and
the relevant Final Terms for subsequent resale or final placement of Notes
by financial intermediaries to whom the Issuer has given its consent to use
the Base Prospectus (an "Authorised Offeror"), provided that the
subsequent resale or final placement of Notes by such financial
intermediaries is made during the Offer Period specified in the relevant
Final Terms. Such consent may be subject to conditions which are
relevant for the use of the Base Prospectus.
In connection with any Public Offer of 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 Notes is made by an
Authorised Offeror, where the offer is made in compliance with all
conditions attached to the giving of the 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 Notes in a Public Offer Jurisdiction by the
relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised A30.2A.2
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
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
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 MiFID II (as defined below); and
(ii) it accepts the Issuer's offer to grant consent to the use of this
Base Prospectus 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 to use this Base Prospectus in the
context of the relevant Public Offer 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 Notes;
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Document Outline

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