Bond Rabbobank 5.06% ( XS0765387609 ) in NOK

Issuer Rabbobank
Market price 100 %  ▼ 
Country  Netherlands
ISIN code  XS0765387609 ( in NOK )
Interest rate 5.06% per year ( payment 1 time a year)
Maturity 03/04/2022 - Bond has expired



Prospectus brochure of the bond Rabobank XS0765387609 in NOK 5.06%, expired


Minimal amount 1 000 000 NOK
Total amount 2 750 000 000 NOK
Detailed description Rabobank is a Dutch cooperative bank with a strong international focus on the food and agribusiness sectors.

The Bond issued by Rabbobank ( Netherlands ) , in NOK, with the ISIN code XS0765387609, pays a coupon of 5.06% per year.
The coupons are paid 1 time per year and the Bond maturity is 03/04/2022







Base Prospectus
Rabobank Nederland
Coo
¨ peratieve Centrale Raiffeisen-Boerenleenbank B.A.
(a cooperative (coo¨peratie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coo
¨ peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Australia Branch
(Australian Business Number 70 003 917 655)
(a cooperative (coo¨peratie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coo
¨ peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Singapore Branch
(Singapore Company Registration Number S86FC3634A)
(a cooperative (coo¨peratie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
EUR 160,000,000,000
Global Medium-Term Note Programme
Due from seven days to perpetuity
Under the Global Medium-Term Note Programme described in this Base Prospectus (the `Programme'), Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank Nederland) (`Rabobank Nederland', the `Bank' or the `Issuer'), may through its head office or through its branches listed above, subject to compliance with all
relevant laws, regulations and directives, from time to time issue Global Medium-Term Notes (the `Notes'). References herein to the `Issuer' shall mean Rabobank Nederland,
whether issuing Notes through its head office or through its branches listed above.
The branches through which Rabobank Nederland may issue Notes are Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Australia
Branch (`Rabobank Australia Branch') and Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Singapore Branch (`Rabobank Singapore Branch').
The aggregate nominal amount of Notes outstanding will not at any time exceed EUR 160,000,000,000 (or the equivalent in other currencies). The Programme is, and Notes
issued under it may be, denominated in `euro', which means the lawful currency of the member states of the European Union (`Member States') that have adopted the single
currency in accordance with the Treaty establishing the European Community (signed in Rome on 25 March 1957), as amended by the Treaty on European Union (signed in
Maastricht on 7 February 1992).
This Base Prospectus is a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the `Prospectus Directive') and the Dutch Financial Supervision
Act (Wet op het financieel toezicht) and regulations thereunder (together `Dutch securities laws') and has been approved by the Netherlands Authority for the Financial
Markets (Autoriteit Financie¨le Markten or `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 6 May 2011. Application will be made for Notes issued under the Programme within 12 months of this Base Prospectus to be
admitted to trading on Euronext Amsterdam N.V.'s NYSE Euronext in Amsterdam (`Euronext Amsterdam') and to be admitted to the official list of the Luxembourg Stock
Exchange (the `Official List') and to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (the `Luxembourg Stock Exchange'). Euronext
Amsterdam and the regulated market of the Luxembourg Stock Exchange are regulated markets for the purposes of Directive 2004/39/EC of the European Parliament and of
the Council on markets in financial instruments. References in this Base Prospectus to Notes being `listed' (and all related references) shall mean that such Notes have been
admitted to trading on a regulated market. Notes may also be listed on another stock exchange and unlisted Notes may also be issued under the Programme. The relevant
final terms to this Base Prospectus (the `Final Terms') in respect of the issue of any Notes will specify whether such Notes will be listed on Euronext Amsterdam or the
Official List (or any other stock exchange) or whether the Notes will not be listed. In relation to each separate issue of Notes, the price and amount of such Notes will be
determined by the Issuer and the relevant Dealers in accordance with prevailing market conditions at the time of the issue of the Notes and will be set out in the relevant
Final Terms.
The Notes of each Tranche (as defined herein) in bearer form will initially be represented by a temporary global note in bearer form, without interest coupons (each
a `temporary Global Note'). If Global Notes in bearer form are stated in the relevant Final Terms to be issued in new global note (`NGN') form, the Global Notes will be
delivered on or prior to the original issue date of the relevant Tranche to a common safekeeper (the `Common Safekeeper') for Euroclear Bank S.A./N.V. (`Euroclear') and
Clearstream Banking, socie´te´ anonyme (`Clearstream, Luxembourg'). Notes in registered form will be represented by registered certificates (each a `Certificate'), one
Certificate being issued in respect of each Noteholder's entire holding of Registered Notes (as defined below) of one Series, and may be represented by a Global
Certificate (as defined below). Registered Notes issued in global form will be represented by registered global certificates (`Global Certificates'). If a Global Certificate is
held under the New Safekeeping Structure (the `NSS') the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common
Safekeeper for Euroclear and Clearstream, Luxembourg.
Global Notes in bearer form which are not issued in NGN form (`classic global notes' or `CGNs') and Global Certificates which are not held under the NSS will be
deposited on the issue date of the relevant Tranche either with (a) a common depositary for Euroclear and Clearstream, Luxembourg (the `Common Depositary') or (b) such
other clearing system as agreed between the Issuer and the relevant Dealer. Interests in temporary Global Notes will be exchangeable for interests in permanent global
notes (each a `permanent Global Note' and, together with the temporary Global Notes, the `Global Notes'), or, if so stated in the relevant Final Terms, definitive Notes
(`Definitive Notes'), after the date falling 40 days after the completion of the distribution of such Tranche upon certification as to non-U.S. beneficial ownership. Interests in
permanent Global Notes will be exchangeable for Definitive Notes in whole but not in part as described under `Summary of Provisions Relating to the Notes while in Global
Form'.
Notes of each Tranche of each Series to be issued in registered form (`Registered Notes') and which are sold in an `offshore transaction' within the meaning of
Regulation S (`Unrestricted Notes') under the U.S. Securities Act of 1933 (the `Securities Act') will initially be represented by a permanent registered global certificate (each
an `Unrestricted Global Certificate'), without interest coupons, which may be deposited on the issue date (a) in the case of a Tranche intended to be cleared through
Euroclear and/or Clearstream, Luxembourg, with the Common Depositary on behalf of Euroclear and Clearstream, Luxembourg and (b) in the case of a Tranche intended to
be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg, The Depository Trust Company (`DTC') or delivered outside a
clearing system, as agreed between the Issuer and the relevant Dealer.
Registered Notes issued by Rabobank Nederland which are sold in the United States to `qualified institutional buyers' within the meaning of Rule 144A (`Rule 144A')
under the Securities Act (`Restricted Notes') will initially be represented by a permanent registered global certificate (each a `Restricted Global Certificate' and, together with
the `Unrestricted Global Certificate', the `Global Certificates'), without interest coupons, which may be deposited on the issue date either with (a) the Common Depositary on
behalf of Euroclear and Clearstream, Luxembourg or (b) a custodian for, and registered in the name of Cede & Co. as nominee for, DTC.
Beneficial interests in Global Certificates held by Euroclear, Clearstream, Luxembourg and/or DTC will be shown on, and transfers thereof will be effected only
through, records maintained by Euroclear, Clearstream, Luxembourg and/or DTC and their participants. See `Clearing and Settlement'. The provisions governing the
exchange of interests in the Global Notes and in each Global Certificate are described in `Summary of Provisions Relating to the Notes while in Global Form'.
Senior long term Notes issued under the Programme by Rabobank Nederland and Rabobank Singapore Branch are expected to be rated AA+ by Fitch Ratings
Limited ('Fitch') and Senior long term Notes issued under the Programme by Rabobank Australia Branch are expected to be rated AA+ by Fitch Australia Pty Ltd. ('Fitch
Australia'). Senior unsecured Notes issued under the programme have been rated Aaa by Moody's Investors Service Limited. (`Moody's') and Senior Notes with a maturity of
one year or more are expected to be rated AAA by Standard & Poor's Credit Market Services Europe Limited (`Standard & Poor's'). Notes issued pursuant to the
Programme may be rated or unrated. Where an issue of Notes is rated, its rating will not necessarily be the same as the rating applicable to Senior Notes issued under the
Programme and will be specified in the relevant Final Terms. None of these ratings is a recommendation to buy, sell or hold securities and any of them may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency without prior notice.
The credit ratings included or referred to in this Base Prospectus will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies (the
`CRA Regulation') as having been issued by Fitch, Moody's and Standard & Poor's upon registration pursuant to the CRA Regulation. Fitch, Moody's and Standard & Poor's
are established in the European Union and have applied to be registered under the CRA Regulation, although the result of such applications has not yet been determined.
The credit ratings issued by Fitch Australia included or referred to in this Prospectus have not been issued or endorsed by any credit rating agency which is established in
the European Union and registered under the CRA Regulation.
Tranches of Notes (as defined in `Important Information') 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.
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 9 to 18.
This Base Prospectus supersedes and replaces the Offering Circular dated 6 May 2010.
Arranger for the Programme
Credit Suisse
Dealers
Rabobank International
BNP PARIBAS
Barclays Capital
Citi
BofA Merrill Lynch
Daiwa Capital Markets Europe
Credit Suisse
HSBC
Goldman Sachs International
Mizuho International plc
J.P. Morgan
Nomura
Morgan Stanley
TD Securities
RBC Capital Markets
UBS Investment Bank
The Royal Bank of Scotland
The date of this Base Prospectus is 6 May 2011


This Base Prospectus has been prepared on the basis that, except to the extent sub-
paragraph (ii) below may apply, any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a `Relevant Member
State') will be made pursuant to an exemption under the Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus
for offers of Notes. Accordingly any person making or intending to make an offer in that
Relevant Member State of Notes which are the subject of an offering contemplated in this
Base Prospectus as completed by Final Terms in relation to the offer of those Notes may
only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to
such offer, or (ii) if a prospectus for such offer has been approved by the competent
authority in that Relevant Member State or, where appropriate, approved in another Relevant
Member State and notified to the competent authority in that Relevant Member State and (in
either case) published, all in accordance with the Prospectus Directive, provided that any
such prospectus has subsequently been completed by final terms which specify that offers
may be made other than pursuant to Article 3(2) of the Prospectus Directive in that
Relevant Member State and such offer is made in the period beginning and ending on the
dates specified for such purpose in such prospectus or final terms, as applicable. Except to
the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or any Dealer to publish or supplement a
prospectus for such offer.
No person has been authorised to give any information or to make any representation
other than those contained in this Base Prospectus in connection with the issue or sale of
the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or any of the Dealers or the Arranger (as
defined in `General Description of the Programme'). Neither the delivery of this Base
Prospectus nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer since the
date hereof or the date upon which this Base Prospectus has been most recently amended
or supplemented or that there has been no adverse change in the financial position of the
Issuer since the date hereof or the date upon which this Base Prospectus has been most
recently amended or supplemented or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, the date indicated in the document containing the same.
The 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').
Rabobank Australia Branch is an `authorised deposit-taking institution' (`ADI') as that
term is defined under the Banking Act 1959 of Australia (`Banking Act'). The depositor
protection provisions contained in Division 2 of the Banking Act (including sections 13A
and 16) do not apply to Rabobank Australia Branch. However, claims against Rabobank
Australia Branch are subject to section 11F of the Banking Act which provides that if
Rabobank Australia Branch (whether in or outside Australia) suspends payment or is unable
to meet its obligations, the assets of Rabobank Australia Branch in Australia are to be
available to meet Rabobank Australia Branch's liabilities in Australia in priority to all other
liabilities of Rabobank Australia Branch. Further, under section 86 of the Reserve Bank Act
1959 of Australia, debts due by a bank (including Rabobank Australia Branch) to the
Reserve Bank of Australia shall in a winding-up of that bank have, subject to section 13A of
2
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


the Banking Act, priority over all other debts, other than debts due to the Commonwealth of
Australia.
All figures in this Base Prospectus have not been audited, unless stated otherwise.
These figures are internal figures of Rabobank Nederland or Rabobank Group.
Unless the context otherwise requires, references in this Base Prospectus to
`Rabobank Nederland', the `Bank' or the `Issuer' are to Coo
¨ peratieve Centrale Raiffeisen-
Boerenleenbank B.A. and references to `Rabobank Group' or `Rabobank' are to Rabobank
Nederland and its members, subsidiaries and affiliates. References herein to the `Issuer'
shall mean Rabobank Nederland, whether issuing Notes through its head office or through
Rabobank Australia Branch or Rabobank Singapore Branch.
Your attention is drawn to the important information on pages 19 to 22.
3
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


Table of Contents
Page
SUMMARY
5
SUMMARY FINANCIAL INFORMATION
8
RISK FACTORS
9
IMPORTANT INFORMATION
19
GENERAL DESCRIPTION OF THE PROGRAMME
23
TERMS AND CONDITIONS OF THE NOTES
30
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
88
USE OF PROCEEDS
94
CLEARING AND SETTLEMENT
95
DESCRIPTION OF BUSINESS OF RABOBANK GROUP
99
RABOBANK GROUP STRUCTURE
108
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
111
SELECTED FINANCIAL INFORMATION
137
RISK MANAGEMENT
140
GOVERNANCE OF RABOBANK GROUP
146
REGULATION OF RABOBANK GROUP
160
CAPITALISATION OF RABOBANK GROUP
166
RABOBANK AUSTRALIA BRANCH
167
RABOBANK SINGAPORE BRANCH
168
TAXATION
169
TRANSFER RESTRICTIONS
191
PLAN OF DISTRIBUTION
193
GENERAL INFORMATION
199
FORM OF FINAL TERMS
201
INDEX TO FINANCIAL STATEMENTS
F-1
4
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


SUMMARY
This summary must be read as an introduction to this Base Prospectus and any decision to
invest in the Notes should be based on a consideration of this Base Prospectus as a whole,
including the documents incorporated by reference, by any investor. The Issuer has civil liability in
respect of this summary if it is misleading, inaccurate or inconsistent when read together with the
other parts of this Base Prospectus. Where a claim relating to information contained in this Base
Prospectus is brought before a court in an EEA State, the claimant may, under the national
legislation of the EEA State where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
Rabobank
Rabobank Group is an international financial service provider operating on the basis of
cooperative principles. At 31 December 2010, it comprises 141 independent local Rabobanks and
their central organisation Rabobank Nederland and its subsidiaries. Rabobank Group operates in
48 countries. Its operations include domestic retail banking, wholesale and international retail
banking, asset management and investment, leasing and real estate. It serves approximately 10
million clients around the world. In the Netherlands, its focus is on all-finance services and,
internationally, on food and agri. Rabobank Group entities have strong internal relationships due
to Rabobank's cooperative structure.
Rabobank Nederland has the highest credit rating awarded by the international rating
agencies Standard & Poor's (AAA since 1981) and Moody's (Aaa since 1981). In terms of Tier 1
capital, Rabobank Group is among the world's 25 largest financial institutions (source: The
Banker).
Rabobank Group's cooperative core business comprises independent local Rabobanks.
Clients can become members of their local Rabobank. In turn, the local Rabobanks are members
of Rabobank Nederland, the supralocal cooperative organisation that advises and supports the
banks in their local services. Rabobank Nederland also supervises the operations, sourcing,
solvency and liquidity of the local Rabobanks. With 911 branches and 2,963 cash-dispensing
machines at 31 December 2010, the local Rabobanks form a dense banking network in the
Netherlands. The website www.rabobank.nl serves over three million online banking customers. In
the Netherlands, the local Rabobanks serve approximately 6.8 million retail clients, and
approximately 0.8 million corporate clients, offering a comprehensive package of financial
services.
Coo¨peratieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) is the holding
company of a number of specialised subsidiaries in the Netherlands and abroad. Coo¨peratieve
Centrale
Raiffeisen-Boerenleenbank
B.A.
(trading
as
Rabobank
International)
(`Rabobank
International') is Rabobank Group's wholesale bank and international retail bank.
At 31 December 2010, Rabobank Group had total assets of c 652.5 billion, a private sector
loan portfolio of c 436.3 billion, amounts due to customers of c 298.8 billion, savings deposits of
c 130.9 billion and equity of c 40.8 billion. At 31 December 2010, its Tier 1 ratio, which is the
ratio between Tier 1 capital and total risk-weighted assets, was 15.7 per cent. For the year ended
31 December 2010, Rabobank Group's efficiency ratio was 64.5 per cent., and return on equity,
or net profit expressed as a percentage of Tier 1 capital, was 8.6 per cent. For the year ended
31 December 2010, Rabobank Group realised net profit of c 2,772 million and a risk-adjusted
return on capital (`RAROC') of 12.5 per cent. after tax. At 31 December 2010, Rabobank Group
had 58,714 full-time employees.
Objectives
According to article 3 of its articles of association, the objective of Rabobank Nederland is
to promote the interests of its members, the local Rabobanks. It shall do so by: (i) promoting the
establishment, continued existence and development of cooperative banks; (ii) conducting the
business of banking in the widest sense, especially by acting as central bank for its members
and as such entering into agreements with its members; (iii) negotiating rights on behalf of its
members and, with due observance of the relevant provisions of the articles of association,
entering into commitments on their behalf, provided that such commitments have the same
implications for all its members, including the entering into collective labour agreements on behalf
of its members; (iv) participating in, managing and providing services to other enterprises and
5
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


institutions, in particular enterprises and institutions operating in the fields of insurance, lending,
investments and/or other financial services; (v) supervising the local Rabobanks in accordance
with the provisions of the Financial Supervision Act (Wet op het financieel toezicht); and (vi) doing
all such other things as may be regarded as being incidental or conducive to the attainment of
the objectives specified above.
Market shares in the Netherlands
As an all-finance service provider, Rabobank Group offers a comprehensive package of
financial products and services.
Residential mortgages: For the year ended 31 December 2010, Rabobank Group had a
market share of approximately 29.3 per cent. of the total amount of new home mortgages in the
Dutch mortgage market (source: Dutch Land Registry Office (Kadaster)).
Savings deposits of individuals: At 31 December 2010, Rabobank Group had a market share
of approximately 39.7 per cent. of the Dutch savings market (source: Statistics Netherlands
(Centraal Bureau voor de Statistiek)).
Lending to small and medium-sized enterprises: At 31 December 2010, Rabobank Group
had a market share of approximately 43 per cent. of domestic loans to the trade, industry and
services sector (source: measured by Rabobank's own surveys).
Agricultural loans: At 31 December 2010, Rabobank Group had a market share of
approximately 84 per cent. of loans and advances made by banks to the Dutch primary
agricultural sector (source: measured by Rabobank's own surveys).
Asset quality record
For the year ended 31 December 2010, Rabobank's bad debt costs were 29 basis points of
average lending, which is higher than the ten year average of 23 basis points (based on the
period from 2000 to 2009).
At 31 December 2010, economic country risk exposure to non-OECD countries represented
3.6 per cent. of Rabobank Group's total assets. Having taken into account country risk-reducing
components, net country risk before provisions amounted to 1.4 per cent. of Rabobank's total
assets.
Capitalisation
At 31 December 2010, Rabobank's Tier 1 ratio was 15.7 per cent.
Form of Notes
The Notes may be issued in bearer form only, in bearer form exchangeable for Registered
Notes or in registered form only.
Currencies
Subject to compliance with all relevant laws, regulations and directives, Notes may be issued
in any currency agreed between the Issuer and the relevant Dealers, except that, at the date
hereof, only Rabobank Nederland may issue Notes denominated in Sterling.
Maturities
Subject to compliance with all relevant laws, regulations and directives, Notes may be issued
with any maturity between seven days and perpetuity.
Denomination
Definitive Notes will be in such denominations as may be specified in the relevant Final
Terms.
Redemption
The Final Terms will specify the basis for calculating the redemption amounts payable, which
may be by reference to stock, index or formula or as otherwise provided in the relevant Final
Terms. Where the basis for calculating the redemption amounts or interest payable is by
reference to stock, the Final Terms may also provide for the Notes to be adjusted or redeemed
6
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


on the occurrence of certain specified events affecting the stock, or the issuer of the stock, or the
Issuer's and/or its Affiliates' (as defined further in `Terms and Conditions of the Notes') related
hedging arrangements. Furthermore, where the basis for calculating the redemption amounts or
interest payable is by reference to an index, the Final Terms may provide for the Notes to be
adjusted on the occurrence of certain specified events affecting the index or its sponsor and the
Final Terms may also provide for the Notes to be adjusted or redeemed on the occurrence of
disruptions to the Issuer's and/or its Affiliates' related hedging arrangements. Where the basis for
calculating the redemption amounts or interest payable is by reference to a formula or other
variable, the Final Terms may also provide for the Notes to be adjusted or redeemed on the
occurrence of certain specified events affecting the underlying economic exposure of such
formula or other variable or the Issuer's or its Affiliates' related hedging arrangements. In each
case, the basis for adjustment or redemption is as more fully set out under `Terms and Conditions
of the Notes'.
Governing law
The laws of the Netherlands.
Listing
Euronext Amsterdam, the Luxembourg Stock Exchange, or as otherwise specified in the
relevant Final Terms. As specified in the relevant Final Terms, a Series of Notes may be unlisted.
Risk factors
The purchase of Notes may involve substantial risks and is suitable only for investors who
have the knowledge and experience in financial and business matters necessary to enable them
to evaluate the risks and the merits of an investment in the Notes. Each potential investor in the
Notes must determine the suitability of that investment in light of its own circumstances. A
potential investor should not invest in Notes which are complex financial instruments unless it has
the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform
under changing conditions, the resulting effects on the value of the Notes and the impact this
investment will have on the potential investor's overall investment portfolio. Material risks that may
affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme include
Rabobank Group's exposure to business and general economic conditions, credit risk, country
risk, interest rate risk, funding and liquidity risk, market risk, currency risk, operational risk, legal
risk, tax risk, systemic risk, competition, business environment, credit ratings, key employees,
minimum regulatory capital and liquidity requirements, terrorist acts, civil unrest, other acts of war
or hostility, geopolitical, pandemic or other such events, and the effect of governmental policy and
regulation. Material risks relating to the structure of a particular issuance of Notes may
(depending on the terms of the particular issue) include that the market price of the Notes may
be volatile, the Notes may not pay interest or the payment of interest may depend on the market
value of other securities, payment of principal or interest may occur at a different time or in a
different currency than expected and payment of principal may be in an amount less than the
nominal amount of the Notes or even zero. Please see the section `Risk Factors'.
7
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


SUMMARY FINANCIAL INFORMATION
The following unaudited table presents certain historical consolidated financial information for
Rabobank Group. This information should be read in conjunction with Rabobank Group's audited
consolidated financial statements and the section entitled `Management's Discussion and Analysis
of Financial Condition and Results of Operations' which appear elsewhere in this Base
Prospectus.
The three-year key figures at and for the years ended 31 December 2010, 2009 and 2008
have been derived from the corresponding Rabobank Group financial statements, which have
been audited by Ernst & Young Accountants LLP, the independent auditor in the Netherlands.
The Rabobank audited consolidated financial statements for 2010, 2009 and 2008 have been
prepared in accordance with International Financial Reporting Standards, as adopted by the
European Union (`IFRS').
(in millions of euro, except percentages)
2010
2009
2008
Volume of services
Total assets
652,536
607,483
612,120
Private sector loan portfolio
436,292
415,235
408,620
Amounts due to customers
298,761
286,338
304,214
Assets under management and held in custody for clients
270,400
230,400
183,600
Financial position and solvency
Equity
40,757
37,883
33,459
Tier 1 capital
34,461
32,152
30,358
Qualifying capital
35,734
32,973
30,912
Risk-weighted assets
219,568
233,221
238,080
Statement of income
Total income
12,716
12,434
11,652
Operating expenses
8,196
8,038
7,611
Value adjustments
1,234
1,959
1,189
Taxation
514
229
98
Net profit
2,772
2,208
2,754
Ratios
Tier 1 ratio
15.7%
13.8%
12.7%
BIS ratio
16.3%
14.1%
13.0%
Equity capital ratio
14.2%
12.4%
11.6%
Net profit growth
26%
(20)%
2%
Return on equity
8.6%
7.3%
9.7%
Efficiency ratio
64.5%
64.6%
65.3%
8
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations
under Notes issued under the Programme. Most of these factors are contingencies, which may or
may not occur, and the Issuer is not in a position to express a view on the likelihood of any such
contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks
associated with Notes issued under the Programme are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in Notes issued under the Programme, but the Issuer may be unable to pay interest,
principal or other amounts on or in connection with any Notes for other reasons and the Issuer
does not represent that the statements below regarding the risks of holding any Notes are
exhaustive. Prospective investors should also read the detailed information set out elsewhere in
this Base Prospectus (including any documents deemed to be incorporated by reference herein)
and reach their own views prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the
Programme
Business and general economic conditions
The profitability of Rabobank Group could be adversely affected by a worsening of general
economic conditions in the Netherlands and/or globally. The financial crisis which started in the
second half of 2007 has affected all banks. Banks are also faced with the turmoil that is caused
by the European sovereign debt crisis that arose in the first half of 2010. Moreover, the social
unrest in the Middle East and North Africa that developed in the beginning of 2011 might also
cause adverse economic effects which may adversely impact the Rabobank Group. Factors such
as interest rates, inflation, deflation, investor sentiment, the availability and cost of credit, the
liquidity of the global financial markets and the level and volatility of equity prices can significantly
affect the activity level of customers and the profitability of Rabobank Group. For example, an
economic downturn, or significantly higher interest rates, could adversely affect the credit quality
of Rabobank Group's assets by increasing the risk that a greater number of its customers would
be unable to meet their obligations. Moreover, the market downturn and worsening of the
economy could reduce the value of Rabobank Group's assets and could cause Rabobank Group
to incur further mark-to-market losses in its trading portfolios or could reduce the fees Rabobank
Group earns for managing assets or the levels of assets under management. In addition, a
market downturn and increased competition for savings in the Netherlands could lead to a decline
in the volume of customer transactions that Rabobank Group executes and, therefore, a decline in
customer deposits and the income it receives from fees and commissions and interest. See
`Management's Discussion and Analysis of Financial Condition and Results of Operations --
Factors affecting results of operations -- General market conditions'. Continuing volatility in the
financial markets or a protracted economic downturn in the Netherlands or Rabobank Group's
other major markets could have a material adverse effect on Rabobank Group's results of
operations.
Credit risk
Credit risk is defined as the risk that the bank will suffer economic losses because a
counterparty cannot fulfil its financial or other contractual obligations arising from a credit contract.
A `credit' is each legal relationship on the basis of which Rabobank, in its role as financial service
provider, can or will obtain a claim on a debtor by providing a product. As well as loans and
facilities (with or without commitment), credit as a generic term also includes, among other things,
guarantees, letters of credit and derivatives. Rabobank Group has a robust framework of policies
and processes in place that is designed to measure, manage and mitigate credit risks. Rabobank
Group's prudent policy for accepting new clients is characterised by careful assessment of clients
and their ability to make repayments on credit granted. As a result, the loan portfolio has a
relatively low risk profile. Rabobank Group's objective is to enter into long term relationships with
clients which are beneficial for both the client and Rabobank Group.
As a result of Rabobank Group's high level of diversification, it has not experienced major
fluctuations in its levels of profitability in the past. However, an economic downturn may result in
9
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


loan losses that are above Rabobank Group's long-term average, which could have a material
adverse effect on Rabobank Group's results of operations.
Country risk
With respect to country risk, a distinction can be made between transfer risk and collective
debtor risk. Transfer risk relates to the possibility of foreign governments placing restrictions on
funds transfers from debtors in that country to creditors abroad. Collective debtor risk relates to
the situation in which a large number of debtors in a country cannot meet their commitments for
the same reason (e.g. war, political and social unrest or natural disasters, but also government
policy that does not succeed in creating macro-economic and financial stability).
Unpredictable and unexpected events which increase transfer risk and/or collective debtor
risk could have a material adverse effect on Rabobank Group's results of operations.
Interest rate and inflation risk
An important risk component for Rabobank Group is interest rate risk. Interest rate risk is the
risk, outside the trading environment, of deviations in interest income and/or the market value of
capital as a result of changes in market interest rates. Interest rate risk results mainly from
mismatches between the periods for which interest rates are fixed for loans and funds entrusted.
If interest rates increase, the rate for Rabobank Group's liabilities, such as savings, can be
adjusted immediately. This does not apply to the majority of Rabobank Group's assets, such as
mortgages, which have longer interest rate fixation periods. Sudden and substantial changes in
interest rates could have a material adverse effect on Rabobank Group's results of operations.
Inflation and expected inflation can influence interest rates. An increase in inflation may: (i)
decrease the value of certain fixed income instruments which Rabobank Group holds; (ii) result in
surrenders of certain savings products with fixed rates below market rates by banking customers
of Rabobank Group; (iii) require Rabobank Group to pay higher interest rates on the securities
that it issues; and (iv) cause a general decline in financial markets.
Funding and liquidity risk
Liquidity risk is the risk that not all (re)payment commitments can be met. This could happen
if clients or other professional counterparties suddenly withdraw more funding than expected,
which cannot be met by Rabobank Group's cash resources or by selling or pledging assets or by
borrowing funds from third parties. Important factors in preventing this are preserving the trust of
customers for retail funding and maintaining access to financial markets for wholesale funding. If
either of these were seriously threatened, this could have a material adverse effect on Rabobank
Group's results of operations.
Market risk
The value of Rabobank Group's trading portfolio is affected by changes in market prices,
such as interest rates, equities, currencies, certain commodities and derivatives. Any future
worsening of the situation in the financial markets could have a material adverse effect on
Rabobank Group's results of operations.
Currency risk
Rabobank Group is an internationally active bank. As such, part of its capital is invested in
foreign activities. This gives rise to currency risk, in the form of translation risk. In addition, the
trading books are exposed to market risk, in that they can have positions that are affected by
changes in the exchange rate of currencies. Sudden and substantial changes in the exchange
rates of currencies could have a material adverse effect on Rabobank Group's results of
operations.
Operational risk
As a risk type, operational risk has acquired its own distinct position in the banking world. It
is understood to mean `the risk of losses resulting from failure of internal processes, people or
systems or from external events'. Events of recent decades in modern international banking have
shown on several occasions that ineffective control of operational risks can lead to substantial
losses. Under the Basel II accord, banks must hold capital for this risk. Examples of operational
risk incidents are highly diverse: fraud, claims relating to inadequate products, inadequate
documentation, losses due to poor occupational health and safety conditions, errors in transaction
10
c104692pu010
Proof
3:
5.5.11
B/L
Revision:
0
Operator
ChoD


Document Outline