Obligation Rabbobank 3.25% ( XS2050933972 ) en EUR

Rabbobank

100 % ⇌

Pays-Bas

XS2050933972 ( en EUR )

3.25% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Rabobank XS2050933972 en EUR 3.25%, échéance Perpétuelle

200 000 EUR

1 250 000 000 EUR

01/01/2026 ( Dans 56 jours )

Rabobank est une banque coopérative d'origine néerlandaise et un acteur mondial majeur du financement de l'agriculture et de l'alimentation.

L'Obligation émise par Rabbobank ( Pays-Bas ) , en EUR, avec le code ISIN XS2050933972, paye un coupon de 3.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies
to the attached Offering Circular accessed from this page or otherwise received as a result of such access and
you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other
use of the attached Offering Circular. In accessing the attached Offering Circular, you agree to be bound by the
following terms and conditions, including any modifications to them from time to time, each time you receive
any information as a result of such access.
Confirmation of Your Representation: You have been sent the attached Offering Circular on the basis that
you have confirmed to Coöperatieve Rabobank U.A., Credit Suisse Securities (Europe) Limited, Goldman
Sachs International, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc (the "Joint Lead
Managers") being the sender of the attached, (i) that the electronic mail (or e-mail) address to which it has
been delivered is not located in the United States of America, its territories and possessions, any State of the
United States and the District of Columbia; and which include Puerto Rico, the US Virgin Islands, Guam,
American Samoa, Wake Island and the Northern Mariana Islands and (ii) that you consent to delivery by
electronic transmission.
The attached Offering Circular has been sent to you in an electronic form. You are reminded that documents
transmitted via this medium may be altered or changed during the process of transmission and consequently
none of Coöperatieve Rabobank U.A. (the "Issuer") or the Joint Lead Managers and any person who controls
any of them or any director, officer, employee or agent of the Issuer or any Joint Lead Manager or any person
who controls either of them or any affiliate of any of the foregoing accepts any liability or responsibility
whatsoever in respect of any difference between the Offering Circular distributed to you in electronic format
and the hard copy version available to you on request from the Issuer or any Joint Lead Manager.
You are reminded that the attached Offering Circular has been delivered to you on the basis that you are a person
into whose possession the attached Offering Circular may be lawfully delivered in accordance with the laws of
jurisdiction in which you are located and you may not nor are you authorised to deliver the attached Offering
Circular to any other person.
Restrictions on marketing and sales to retail investors: The Capital Securities discussed in the attached
Offering Circular (the "Capital Securities") are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published
laws, regulations or guidance with respect to the offer or sale of securities such as the Capital Securities to retail
investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took
effect from 1 October 2015 (the "PI Instrument").
In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information
documents for packaged and retail and insurance-based investment products (as amended or superseded,
"PRIIPs") became directly applicable in all EEA member states and (ii) the Markets in Financial Instruments
Directive 2014/65/EU (as amended, "MiFID II") was required to be implemented in EEA member states by 3
January 2018. Together the PI Instrument, PRIIPs and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities such as the Capital Securities.

Potential investors in the Capital Securities should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Capital Securities (or any beneficial interests
therein), including the Regulations.
The Issuer and the Joint Lead Managers are required to comply with the Regulations. By purchasing, or making
or accepting an offer to purchase, any Capital Securities (or a beneficial interest in such Capital Securities) from
the Issuer and/or the Joint Lead Managers, each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Joint Lead Managers that:
1.
it is not a retail client in the EEA (in MiFID II);
2.
whether or not it is subject to the Regulations, it will not
(A)
sell or offer the Capital Securities (or any beneficial interest therein) to retail clients (as defined
in MiFID II) in the EEA; or
(B)
communicate (including the distribution of the attached Offering Circular) or approve an
invitation or inducement to participate in, acquire or underwrite the Capital Securities (or any
beneficial interests therein) where that invitation or inducement is addressed to or disseminated
in such a way that it is likely to be received by a retail client in the EEA (as defined in MiFID II),
in any such case other than (i) in relation to any sale or offer to sell Capital Securities (or any beneficial
interests therein) to a retail client in or resident in the United Kingdom, in circumstances that do not and
will not give rise to a contravention of the PI Rules by any person and/or (ii) in relation to any sale or
offer to sell Capital Securities (or any beneficial interests therein) to a retail client in any EEA member
state other than the United Kingdom, where (a) it has conducted an assessment and concluded that the
relevant retail client understands the risks of an investment in the Capital Securities (or such beneficial
interests therein) and is able to bear the potential losses involved in an investment in the Capital
Securities (or such beneficial interests therein) and (b) it has at all times acted in relation to such sale or
offer in compliance with MiFID II to the extent it applies to it or, to the extent MiFID II does not apply
to it, in a manner which would be in compliance with MiFID II if it were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Capital Securities
(or any beneficial interests therein), including (without limitation) any such laws, regulations and
regulatory guidance relating to determining the appropriateness and/or suitability of an investment in
the Capital Securities (or any beneficial interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Capital Securities (or any beneficial interests therein) from the Issuer and/or the Joint
Lead Managers the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
Prohibition of sales to EEA retail investors The Capital Securities 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 EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (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. Consequently, no key information document required by PRIIPs for offering or selling the Capital Securities
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Capital Securities or otherwise making them available to any retail investor in the EEA may be
unlawful under PRIIPs.

Professional investors and ECPs only target market Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the Capital Securities has led to the conclusion that:
(i) the target market for the Capital Securities is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the Capital Securities to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Capital
Securities (a "distributor") should take into consideration the manufacturers' target market assessment.
However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Capital Securities (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United
States or any other jurisdiction. Any securities to be issued will not be registered under the U.S. Securities Act
of 1933 (the "Securities Act") and may not be offered or sold in the United States or to or for the account or
benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered
under the Securities Act or pursuant to an exemption from such registration.
The attached Offering Circular may not be forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever, and in particular, may not be forwarded to any U.S. person or to any
U.S. address. Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of
other jurisdictions.
Under no circumstances shall the attached Offering Circular constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. The attached Offering Circular may only be communicated to persons in the United
Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply
to the Issuer.

Offering Circular dated 5 September 2019
Coöperatieve Rabobank U.A.
EUR 1,250,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down
Capital Securities
Issue Price of the Capital Securities: 100.00 per cent.
The EUR 1,250,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities (the "Capital Securities") will be issued by Coöperatieve Rabobank
U.A. ("Rabobank", the "Issuer" or the "Bank"). The Capital Securities will constitute direct, unsecured and subordinated obligations of the Issuer and shall rank at all times
pari passu and without any preference among themselves.
Interest on the Capital Securities will accrue on their Prevailing Principal Amount (as defined in "Terms and Conditions of the Capital Securities") from (and including) 9
September 2019 (the "Issue Date") to (but excluding) 29 December 2026 (the "First Reset Date") at an initial rate of 3.250 per cent. per annum, and will, subject as provided
below, be payable semi-annually in arrear on 29 June and 29 December in each year, except that there will be a short first Interest Period of 111 days, beginning on (and
including) the Issue Date and ending on (but excluding) 29 December 2019. Interest on the Capital Securities shall accrue from (and including) the First Reset Date, at a rate,
to be reset every five years thereafter, based on the Reset Reference Rate (as defined in "Terms and Conditions of the Capital Securities") plus 3.702 per cent. Payments of
interest on the Capital Securities will be made without deduction for, or on account of, taxes of the Netherlands to the extent described under "Terms and Conditions of the
Capital Securities Taxation". The Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities (in whole or in part) on any Interest
Payment Date, and payments of interest may be subject to mandatory cancellation, as more particularly described under "Terms and Conditions of the Capital Securities
Cancellation of Interest".
The Prevailing Principal Amount of the Capital Securities will be written down if the CET1 Ratio of the Rabobank Group has fallen below 7 per cent. and/or the
CET1 Ratio of the Issuer has fallen below 5.125 per cent. (a "Trigger Event", as further defined in "Terms and Conditions of the Capital Securities") occurs. The
Trigger Event relates to the solvency levels on which Rabobank is supervised: non-consolidated at Issuer level and consolidated on the level of the Rabobank Group.
Rabobank Group comprises Rabobank and a number of specialised subsidiaries. Holders may lose some or all of their investment in the Capital Securities as a result
of such a write-down. Following such reduction, the Prevailing Principal Amount may, at the Issuer's discretion, be written up (but never above the Initial Principal
Amount (as defined in "Terms and Conditions of the Capital Securities")) if certain conditions are met. See "Terms and Conditions of the Capital Securities Write
Down and Write Up".
The Capital Securities will be perpetual securities, have no fixed or final redemption date and holders of the Capital Securities (the "Holders") do not have the right to call for
their redemption. Subject to satisfaction of certain conditions (as described herein) and applicable law, the Capital Securities may be redeemed (at the option of the Issuer) on
29 December 2026 (the "First Call Date"), or on each Interest Payment Date thereafter, in whole but not in part in an amount equal to the Prevailing Principal Amount together
with any Outstanding Payments (each as defined in "Terms and Conditions of the Capital Securities"). In addition, upon the occurrence of a Capital Event or a Tax Law
Change (each as defined in "Terms and Conditions of the Capital Securities"), the Capital Securities may be redeemed (at the option of the Issuer) in whole but not in part in
an amount equal to their Prevailing Principal Amount together with any Outstanding Payments, as further described herein. Upon the occurrence of a Capital Event, the Issuer
may substitute, or vary the terms of, the Capital Securities so that they remain or, as appropriate, become Compliant Securities (as defined in "Terms and Conditions of the
Capital Securities").
This Offering Circular does not comprise a prospectus for the purposes of Article 6.3 of Regulation (EU) 2017/129. Application has been made to the Euronext Dublin for the
Capital Securities to be admitted to the Official List and trading on the Global Exchange Market of Euronext Dublin. This Offering Circular constitutes listing particulars for
the purpose of such application and has been approved by Euronext Dublin. References in this Offering Circular to the Capital Securities being "listed" (and all related
references) shall mean that the Capital Securities have been admitted to the Official List and trading on the Global Exchange Market.
The denominations of the Capital Securities shall be EUR 200,000. The Capital Securities will initially be represented by a temporary global capital security without interest
coupons in bearer form (the "Temporary Global Capital Security"), which will be deposited with a common depositary on behalf of Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, SA ("Clearstream, Luxembourg") on the Issue Date. The Temporary Global Capital Security will be exchangeable for interests in a global capital
security (the "Global Capital Security"), without interest coupons, on or after a date which is expected to be 20 October 2019, upon certification as to non-U.S. beneficial
ownership. Individual definitive Capital Securities in bearer form ("Definitive Capital Securities") will only be available in certain limited circumstances as described herein.
See "Summary of the Provisions Relating to the Capital Securities while in Global Form".
The Capital Securities are expected upon issue to be rated Baa3 and BBB- by Moody's Investors Service Limited ("Moody's") and Fitch Ratings Limited ("Fitch"),
respectively. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating
agency. The credit ratings included or referred to in this Offering Circular have been issued by Moody's and Fitch, each of which is established in the European Union and is
registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.
The Capital Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any U.S. State
securities laws and, unless so registered, may not be offered or sold 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, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering Circular.
Joint Lead Managers
Credit Suisse
Goldman Sachs International
J.P. Morgan
Morgan Stanley
Rabobank

This Offering Circular is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Important Information - Documents Incorporated by Reference" below).
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"). Subject to certain exceptions, Capital Securities may not be offered, sold or delivered within
the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).
EACH PURCHASER OF THE CAPITAL SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES,
OFFERS OR SELLS THE CAPITAL SECURITIES OR POSSESSES OR DISTRIBUTES THIS
OFFERING CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION
REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE CAPITAL SECURITIES
UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS
SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NEITHER
THE ISSUER NOR THE JOINT LEAD MANAGERS SHALL HAVE ANY RESPONSIBILITY
THEREFOR.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Lead Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Capital
Securities. The distribution of this Offering Circular and the offering of the Capital Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required
by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For
a description of further restrictions on offers and sales of Capital Securities and distribution of this Offering
Circular see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Offering
Circular and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Offering Circular
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 Offering Circular
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 Offering Circular has been most recently
amended or supplemented or that the information contained in it or any other information supplied in connection
with the Capital Securities 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 Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities plc
and Morgan Stanley & Co. International plc have separately verified the information contained in this Offering
Circular. Credit Suisse Securities (Europe) Limited, Goldman Sachs International, J.P. Morgan Securities plc
and Morgan Stanley & Co. International plc make no representation, express or implied, or accept any
responsibility, with respect to the accuracy or completeness of any of the information in this Offering Circular.
Neither this Offering Circular nor any other financial statements are or should be considered as a
recommendation by the Issuer or the Joint Lead Managers that any recipient of this Offering Circular or any
other financial statements should purchase the Capital Securities. Prospective investors should have regard to
the factors described under the section headed "Risk Factors" in this Offering Circular. This Offering Circular
does not describe all of the risks of an investment in the Capital Securities. Each potential purchaser of Capital
Securities should determine for itself the relevance of the information contained in this Offering Circular and
its purchase of Capital Securities should be based upon such investigation as it deems necessary.
5

Restrictions on marketing and sales to retail investors: The Capital Securities are complex financial
instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities
such as the Capital Securities to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took
effect from 1 October 2015 (the "PI Instrument").
In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information
documents for packaged and retail and insurance-based investment products (as amended or superseded,
"PRIIPs") became directly applicable in all EEA member states and (ii) the Markets in Financial Instruments
Directive 2014/65/EU (as amended, "MiFID II") was required to be implemented in EEA member states by 3
January 2018. Together the PI Instrument, PRIIPs and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment
products and certain contingent write down or convertible securities such as the Capital Securities.
Potential investors in the Capital Securities should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the Capital Securities (or any beneficial interests
therein), including the Regulations.
The Issuer and the Joint Lead Managers are required to comply with the Regulations. By purchasing, or making
or accepting an offer to purchase, any Capital Securities (or a beneficial interest in such Capital Securities) from
the Issuer and/or the Joint Lead Managers, each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Joint Lead Managers that:
1.
it is not a retail client in the EEA (as defined MiFID II);
2.
whether or not it is subject to the Regulations, it will not
(a)
sell or offer the Capital Securities (or any beneficial interest therein) to retail clients (as defined
in MiFID II) in the EEA; or
(b)
communicate (including the distribution of this Offering Circular) or approve an invitation or
inducement to participate in, acquire or underwrite the Capital Securities (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated in such a
way that it is likely to be received by a retail client in the EEA (in each case as defined in MiFID
II),
in any such case other than (i) in relation to any sale or offer to sell Capital Securities (or any beneficial
interests therein) to a retail client in or resident in the United Kingdom, in circumstances that do not and
will not give rise to a contravention of the PI Rules by any person and/or (ii) in relation to any sale or
offer to sell Capital Securities (or any beneficial interests therein) to a retail client in any EEA member
state other than the United Kingdom, where (a) it has conducted an assessment and concluded that the
relevant retail client understands the risks of an investment in the Capital Securities (or such beneficial
interests therein) and is able to bear the potential losses involved in an investment in the Capital
Securities (or such beneficial interests therein) and (b) it has at all times acted in relation to such sale or
offer in compliance with MiFID II or, to the extent MiFID II does not apply to it, in a manner which
would be in compliance with MiFID II if it were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Capital Securities
6

(or any beneficial interests therein), including (without limitation) any such laws, regulations and
regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the
Capital Securities (or any beneficial interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Capital Securities (or any beneficial interests therein) from the Issuer and/or the Joint
Lead Managers the foregoing representations, warranties, agreements and undertakings will be given by and be
binding upon both the agent and its underlying client.
Benchmarks Regulation - Amounts payable under the Capital Securities in respect of the Reset Period are
calculated by reference to EURIBOR, which is provided by the European Money Markets Institute. As at the
date of this Offering Circular, the European Money Markets Institute appears on the register of administrators
and benchmarks established and maintained by the European Securities and Markets Authority pursuant to
article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmarks Regulation").
Prohibition of Sales To EEA Retail Investors - The Capital Securities 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 EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (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). Consequently, no key information document required by PRIIPS for offering or selling the Capital Securities
or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Capital Securities or otherwise making them available to any retail investor in the EEA may be
unlawful under PRIIPS.
Professional investors and ECPs only target market Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the Capital Securities has led to the conclusion that:
(i) the target market for the Capital Securities is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the Capital Securities to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Capital
Securities (a "distributor") should take into consideration the manufacturers' target market assessment.
However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Capital Securities (by either adopting or refining the manufacturers' target market assessment)
and determining appropriate distribution channels.
Unless the context otherwise requires, references in this Offering Circular 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).
Unless otherwise specified or the context requires, references to "EUR" and "" are to euro, which means 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.
In connection with this issue of Capital Securities, Morgan Stanley & Co. International plc (the "Stabilising
Manager") (or persons acting on behalf of any Stabilising Manager) may over-allot Capital Securities or effect
transactions with a view to supporting the market price of the Capital Securities at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons acting on
behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the Capital Securities 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 Capital Securities and 60 days after the date of the allotment of the Capital Securities. Any stabilisation
7

action or over-allotment must be conducted by the relevant Stabilising Manager (or person(s) acting on behalf
of the Stabilising Manager) in accordance with all applicable laws and rules.
All figures in this Offering Circular have not been audited, unless stated otherwise. Such figures are internal
figures of Rabobank or Rabobank Group.
The language of this Offering Circular is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
8

TABLE OF CONTENTS
RISK FACTORS ...............................................................................................................................................10
IMPORTANT INFORMATION ....................................................................................................................45
FORWARD-LOOKING STATEMENTS ......................................................................................................46
OVERVIEW ....................................................................................................................................................47
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES ..............................................................53
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL
FORM ......................................................................................................................................................79
DESCRIPTION OF BUSINESS OF RABOBANK GROUP .......................................................................81
STRUCTURE AND GOVERNANCE OF RABOBANK GROUP ..................................................................90
SELECTED FINANCIAL INFORMATION ................................................................................................94
RISK MANAGEMENT ..................................................................................................................................97
GOVERNANCE OF RABOBANK GROUP ..............................................................................................105
REGULATION OF RABOBANK GROUP ................................................................................................ 113
USE OF PROCEEDS ....................................................................................................................................125
TAXATION ....................................................................................................................................................126
SUBSCRIPTION AND SALE ......................................................................................................................128
GENERAL INFORMATION .......................................................................................................................133
9

Risk Factors
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Capital Securities. 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 the
Capital Securities are also described below.
The Issuer believes that the factors described below represent risks inherent in investing in the Capital
Securities, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with
any Capital Securities for other reasons and the Issuer does not represent that the statements below regarding
the risks of holding any Capital Securities are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Offering Circular (including any documents deemed to be incorporated
by reference herein) and reach their own views prior to making any investment decision.
Unless defined herein, words and expressions defined in "Terms and Conditions of the Capital
Securities" shall have the same meanings in these risk factors.
Section A: Factors that may affect the Issuer's ability to fulfil its obligations under the Capital
Securities
Business and general economic conditions
The profitability of Rabobank Group could be adversely affected by a downturn in general economic
conditions in the Netherlands or globally. Financial markets are volatile. 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. In addition, developments like Brexit (as defined below)
could adversely affect the general economic conditions and thereby the profitability of Rabobank Group.
Interest rates remained low in 2018. Persistent low interest rates have negatively affected and continue to
negatively affect the net interest income of Rabobank Group. An economic downturn, or significantly higher
interest rates for customers, 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, a market
downturn in the Dutch or global economy could reduce the value of Rabobank Group's assets and could cause
Rabobank Group to incur 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 commissions and interest. Continuing volatility in the financial markets or a protracted economic
downturn in Rabobank Group's major markets or Rabobank Group's inability to accurately predict or respond
to such developments could have a material adverse effect on Rabobank Group's prospects, business, financial
condition and results of operations.
Credit risk
Credit risk is defined as the risk that a 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 Group, in its role as financial services 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 impairments that are above
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