Bond Rabbobank 0% ( XS0820542941 ) in USD

Rabbobank

100 % ⇌

Netherlands

XS0820542941 ( in USD )

23/08/2042

Prospectus brochure of the bond Rabobank XS0820542941 en USD 0%, maturity 23/08/2042

1 000 000 USD

30 000 000 USD

Rabobank is a Dutch cooperative bank with a strong international focus on the food and agribusiness sectors.

The Bond issued by Rabbobank ( Netherlands ) , in USD, with the ISIN code XS0820542941, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/08/2042

Rabobank
Coöperatieve Rabobank U.A.
(Chamber of Commerce registration number 30046259)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve Rabobank U.A. Australia Branch
(Australian Business Number 70 003 917 655)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve 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 days to perpetuity
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 (either "Senior Preferred Notes" or "Senior Preferred MREL Notes"),
(ii) Notes which will rank junior to Senior Preferred Notes and Senior Preferred MREL 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 (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 Notes outstanding will not at any time exceed EUR 160,000,000,000 (or the equivalent in other currencies). The Programme is, and Notes issued
under it may be, denominated in euro, which means the lawful currency of the member states of the European Union ("Member States") that have adopted the single currency pursuant to the
Treaty on the Functioning of the European Union, as amended.

Application has been made to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten or the "AFM") as competent authority under Regulation (EU) 2017/1129
(the "Prospectus Regulation") 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, excluding such Notes which constitute money market instruments (as defined
in Article 2(1) of Directive 2009/65/EC) having a maturity of less than 12 months ("Money Market Instruments")) which are: (a) offered to the public in the European Economic Area in
circumstances which require the publication of a prospectus under the Prospectus Regulation, 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 (as amended, "MiFID II"), such Notes hereinafter referred to as the "PR Notes". PR
Notes may be issued in any denominations as agreed between the Issuer and the relevant Dealer(s), and any PR 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 Regulation are referred to hereinafter as "Non-Exempt
PR Notes". The Issuer will only issue Non-Exempt PR Notes which are Fixed Rate Notes or Floating Rate Notes and, in each case, only where such Notes are Senior Preferred Notes.

This Base Prospectus is a base prospectus for the purposes of the Prospectus Regulation and has been approved by the AFM as competent authority under the Prospectus Regulation
(in relation to PR Notes only). The AFM only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Such approval should not be considered as an endorsement of either the Issuer or the quality of the Notes that are the subject of this Base Prospectus and investors should make
their own assessment as to the suitability of investing in the Notes.

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 Regulation, such Notes, together with Money Market 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.

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 Prospectus to Notes being "listed" (and all related references) shall
mean that such Notes have been admitted to trading on a regulated market.

The Notes of each Tranche (as defined herein) in bearer form will initially be represented by a temporary global note in bearer form, without interest coupons (each a "temporary
Global Note"). If Global Notes in bearer form are stated in the relevant Final Terms to be issued in new global note ("NGN") form, the Global Notes will be delivered on or prior to the original
issue date of the relevant Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank 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 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 ("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 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, 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"), on or 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 (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 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 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 Preferred MREL Notes, Non-Preferred Senior Notes and Dated Subordinated Notes of any Series to be issued under the Australian 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 herein) in evidence of which 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 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 holder of the AMTNs will be Austraclear.

No prospectus or other disclosure document (as defined in the Corporations Act 2001 (Cth) of the Commonwealth of Australia (the "Australian Corporations Act")) in relation to the
Programme or 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").

Long-term Senior Preferred Notes issued under the Programme by Rabobank are expected to be rated AA- by Fitch Ratings Ireland 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"). Senior Preferred Notes issued under the
programme are expected to be rated Aa2 by Moody's France SAS ("Moody's") and Senior Preferred Notes with a maturity of one year or more are expected to be rated A+ by S&P Global
Ratings Europe Limited ("S&P"). Senior Preferred MREL Notes issued by Rabobank under the Programme are expected to be rated AA- by Fitch and A+ by S&P. Non-Preferred Senior Notes
issued by Rabobank under the Programme are expected to be rated A+ 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 Regulation").
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 GmbH ("DBRS"). DBRS is established in the European
Union and is registered under the CRA Regulation.

Tranches of Notes (as defined below) to be issued under the Programme will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same
as the rating assigned to the Notes already issued. Whether or not a rating in relation to any Tranche of Notes will be treated as having been issued by a credit rating agency established in the
European Union and registered under the CRA Regulation will be disclosed in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time by the assigning rating agency without prior notice.

Factors which may affect the ability of the Issuer to fulfil its obligations under the Programme and factors which are material for the purpose of assessing the market risks associated
with Notes issued under the Programme are set out on pages 31 to 72.

This Base Prospectus will be valid as a base prospectus under the Prospectus Regulation for 12 months from 15 May 2023. The obligation to supplement this Base Prospectus in the
event of significant new factors, material mistakes or material inaccuracies will not apply following the expiry of that period.

This Base Prospectus supersedes and replaces the Base Prospectus dated 18 May 2022.

Arranger for the Programme
Credit Suisse

Dealers
Barclays
BNP PARIBAS
BofA Securities
Citigroup
Crédit Agricole CIB
Credit Suisse
Daiwa Capital Markets Europe
Goldman Sachs Bank Europe SE
HSBC
J.P. Morgan
Mizuho
Morgan Stanley
Nomura
Rabobank
RBC Capital Markets
TD Securities
UBS Investment Bank

The date of this Base Prospectus is 15 May 2023.

TABLE OF CONTENTS
Page
OVERVIEW OF THE PROGRAMME ........................................................................................................ 12
RISK FACTORS ........................................................................................................................................ 31
PUBLIC OFFERS OF NON-EXEMPT PR NOTES IN THE EUROPEAN ECONOMIC AREA .................. 73
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 79
SUPPLEMENTARY PROSPECTUS ......................................................................................................... 81
IMPORTANT INFORMATION ................................................................................................................... 82
TERMS AND CONDITIONS OF THE SENIOR PREFERRED NOTES .................................................... 85
TERMS AND CONDITIONS OF THE SENIOR PREFERRED MREL NOTES AND THE NON-
PREFERRED SENIOR NOTES ...................................................................................................... 176
TERMS AND CONDITIONS OF THE DATED SUBORDINATED NOTES ............................................. 235
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................... 292
USE OF PROCEEDS .............................................................................................................................. 302
CLEARING AND SETTLEMENT ............................................................................................................ 306
DESCRIPTION OF BUSINESS OF RABOBANK GROUP ..................................................................... 310
STRUCTURE AND GOVERNANCE OF RABOBANK GROUP .............................................................. 319
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................. 323
SELECTED FINANCIAL INFORMATION ............................................................................................... 353
RISK MANAGEMENT ............................................................................................................................. 357
GOVERNANCE OF RABOBANK GROUP ............................................................................................. 366
REGULATION OF RABOBANK GROUP ................................................................................................ 372
CAPITALISATION AND INDEBTEDNESS OF RABOBANK GROUP .................................................... 386
RABOBANK AUSTRALIA BRANCH ....................................................................................................... 388
RABOBANK NEW ZEALAND BRANCH ................................................................................................. 389
TAXATION .............................................................................................................................................. 390
ERISA CONSIDERATIONS .................................................................................................................... 430
TRANSFER RESTRICTIONS ................................................................................................................. 432
PLAN OF DISTRIBUTION ...................................................................................................................... 435
FORM OF FINAL TERMS PR NOTES (OTHER THAN NON-EXEMPT PR NOTES) ......................... 444
FORM OF FINAL TERMS EXEMPT NOTES ....................................................................................... 482
FORM OF FINAL TERMS NON-EXEMPT PR NOTES ....................................................................... 537

3

GENERAL INFORMATION ..................................................................................................................... 561

4

Overview of the Programme

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 (each
a "Relevant State") will be made pursuant to an exemption under the Prospectus Regulation from
the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or
intending to make an offer in that Relevant 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 the Prospectus Regulation or supplement a prospectus
pursuant to the Prospectus Regulation, in each case, in relation to such offer or (ii) in the
circumstances described under "Public Offers of Non-Exempt PR Notes in the European Economic
Area" on pages 73 to 78. 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 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

5

Overview of the Programme
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 on behalf of the Issuer or the Dealers to
subscribe for, or purchase, any Notes.
The Notes may not be a suitable investment for all investors

Each potential investor in the Notes must determine the suitability of that investment in light
of its own circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the
Notes, the merits and risks of investing in the Notes and the information contained or
incorporated by reference in this Base Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of its particular financial situation, an investment in the Notes and the impact
the Notes will have on its overall investment portfolio;
(iii)
have sufficient financial resources and liquidity to bear all of the risks of an investment
in the Notes, including Notes with principal or interest payable in one or more
currencies, or where the currency for principal or interest payments is different from
the potential Investor's Currency (as defined in the risk factor entitled "If any investor
holds Notes which are not denominated in the investor's home currency, it will be
exposed to movements in exchange rates adversely affecting the value of its holding.
In addition, the imposition of exchange controls in relation to any Notes could result in
an investor not receiving payments on those Notes");
(iv)
understand thoroughly the terms of the Notes and be familiar with the behaviour of any
relevant indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic, interest rate and other factors that may affect its investment
and its ability to bear the applicable risks.
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".

6

Overview of the Programme
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 of Notes 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.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET If applicable, the Final Terms in
respect of any Notes will include a legend entitled "UK MiFIR 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 distributor should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product Governance Rules") 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 of Notes about whether, for the
purpose of the UK MiFIR 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 UK MiFIR 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 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 (EU) 2016/97 (the "Insurance
Distribution Directive"), 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
Regulation. Consequently, no key information document required by Regulation (EU) No 1286/2014
(as amended, 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.
IMPORTANT UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU)

7

Overview of the Programme
2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made under the FMSA to implement
the Insurance Distribution Directive, where that customer would not qualify as a professional client
as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK Prospectus
Regulation"). Consequently, no key information document required by the PRIIPs Regulation as it
forms part of UK domestic law by virtue of the EUWA (the "UK 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 UK may be unlawful under the UK PRIIPs Regulation.
Singapore SFA Product Classification In connection with Section 309B of the Securities
and Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise
specified before an offer of Notes, the Issuer has determined, and hereby notifies all relevant
persons (as defined in Section 309A(1) of the SFA), that the Notes are "prescribed capital markets
products" (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined
in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
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
van economisch recht/Code de droit économique), as amended, in Belgium.
Credit ratings are for distribution only to a person in Australia (a) who is not a "retail client"
within the meaning of section 761G of the Australian Corporations Act and is also a sophisticated
investor, professional investor or other investor in respect of whom disclosure is not required
under Parts 6D.2 or 7.9 of the Australian Corporations Act and (b) who is otherwise permitted to
receive credit ratings in accordance with applicable law in any jurisdiction in which the person may
be located. Anyone in Australia who is not such a person is not entitled to receive this Base
Prospectus and anyone who receives this Base Prospectus must not distribute it to any person in
Australia who is not entitled to receive it.
This Base Prospectus is not, and is not intended to be, a prospectus or disclosure document
within the meaning of the Australian Corporations Act, or a Product Disclosure Statement for the
purposes of Chapter 7 of the Australian Corporations Act. This Base Prospectus has not been, and
will not be, lodged with the Australian Securities and Investments Commission or the Australian
Securities Exchange and is not, and does not purport to be, a document containing disclosure to
investors for the purposes of Parts 6D.2 or 7.9 of the Australian Corporations Act. It is not intended
to be used in connection with any offer for which such disclosure is required and does not contain
all the information that would be required by those provisions if they applied. It is not to be provided
to any "retail client" for the purposes of sections 761G and 761GA of the Australian Corporations
Act.
Benchmarks Regulation Amounts payable on Notes issued under the Programme may be
calculated by reference to certain reference rates. Any such reference rate may constitute a
benchmark for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). If any
such reference rate constitutes a benchmark under the Benchmarks Regulation, the applicable
Final Terms will indicate whether or not the benchmark is provided by an administrator included in

8

Overview of the Programme
the register of administrators and benchmarks established and maintained by ESMA pursuant to
Article 36 of the Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation
may have the result that the administrator of a particular benchmark is not required to appear in
the relevant register of administrators and benchmarks at the date of the applicable Final Terms.
The registration status of any administrator under the Benchmarks Regulation is a matter of public
record and, save where required by applicable law, the Issuer does not intend to update the
applicable Final Terms to reflect any change in the registration status of the administrator.
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 issued by
Rabobank are not protected accounts (as defined in the Banking Act) and 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.
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as
principal that are accredited investors, as defined in National Instrument 45-106 Prospectus
Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as
defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes must be made in accordance with an exemption
from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser
with remedies for rescission or damages if this Base Prospectus (including any amendment
thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
In relation to offers of Notes in the provinces of Alberta, British Columbia and Ontario only,
pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the
Dealers are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering.
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", or the "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.

9

Overview of the Programme
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.
Notice to prospective investors of Green Bonds
Neither the Issuer, the Arranger nor the Dealers make any representation as to the suitability
of any Green Bonds (as defined on page 52 below), including the listing or admission to trading
thereof on any dedicated `green', `environmental', `sustainable' or other equivalently-labelled
segment of any stock exchange or securities market, to fulfil any green, environmental or
sustainability criteria required by any prospective investors. None of the Issuer, the Arranger or
the Dealers is responsible for any Second Party Opinion (as defined on page 53 below) or any other
third-party green, environmental and sustainability assessment of the Green Bonds. Prospective
investors should have regard to the Eligible Green Assets (as defined on page 52 below) and
Eligibility Criteria (as defined on page 302 below) described in the "Use of Proceeds" section or as
specified in the relevant Final Terms. Each potential purchaser of any Series of Green Bonds
should determine for itself the relevance of the information contained in this Base Prospectus and
in the relevant Final Terms regarding the use of proceeds and its purchase of any Green Bonds
should be based upon such investigation as it deems necessary.
The Arranger and the Dealers have not undertaken, nor are they responsible for, any
assessment of the Eligibility Criteria for Eligible Green Assets, any verification of whether the
Eligible Green Assets meet such criteria, the monitoring of the use of proceeds of the Green Bonds
(or amounts equal thereto) or the allocation of the proceeds by the Issuer to particular Eligible
Green Assets. Investors should refer to the Issuer's Sustainable Funding Framework (as defined
on page 13 below) which the Issuer may publish from time to time, any Second Party Opinion
delivered in respect thereof, any public reporting by or on behalf of the Issuer for further
information. The Issuer's Sustainable Funding Framework, the Second Party Opinion, any reports,
verification assessments, opinions, contents or information included therein and (unless otherwise
stated) on any websites mentioned in this Base Prospectus have not been and will not be
incorporated into, and will not form part of, this Base Prospectus and neither the Arranger nor any
of the Dealers make any representation as to the suitability or contents thereof.
Any such Second Party Opinion delivered in connection with the Issuer's Sustainable
Funding Framework or any Green Bonds may not reflect the potential impact of all risks related to
the structure of the relevant Series of Green Bonds, their marketability, trading price or liquidity or
any other factors that may affect the price or value of the Green Bonds. Any such Second Party
Opinion is not a recommendation to buy, sell or hold securities and is only current as of its date of
issue. Prospective investors must determine for themselves the relevance of any such opinion
and/or the information contained therein and/or the provider of such opinion for the purpose of any
investment in any Green Bonds.

10

Document Outline

#1">Coöperatieve Rabobank U.A.
#1">(Chamber of Commerce registration number 30046259)
#1">(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
#1">Coöperatieve Rabobank U.A. Australia Branch (Australian Business Number 70 003 917 655)
#1">(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
#1">Coöperatieve Rabobank U.A. New Zealand Branch
#1">(New Zealand Business Number 9429038354397)
#1">(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
#1">EUR 160,000,000,000 Global Medium-Term Note Programme Due from seven days to perpetuity
#3">TABLE OF CONTENTS
- #6">The Notes may not be a suitable investment for all investors
#12">OVERVIEW OF THE PROGRAMME
#31">RISK FACTORS
- #31">Section A: Risks related to the Issuers financial position
- #31">Rabobank faces substantial funding and liquidity risk
- #32">Rabobank is subject to significant exposure to systemic risk
- #33">Rabobank is exposed to the risk of a credit rating downgrade of any of its credit ratings
- #33">Rabobank is exposed to credit risks, which could result in economic losses
- #33">Rabobanks business is primarily concentrated in the Netherlands
- #34">Conditions in the global financial markets and economy could have a material adverse effect on the Groups business, financial condition and results of operations
- #35">Rabobank is exposed to changes in the interest rate environment as well as other market risks
- #36">Section B: Risks related to the Issuers business activities and industry
- #36">Rabobanks results are to a large extent related to its domestic residential mortgage portfolio
- #36">Rabobank faces substantial competitive pressure both domestically as well as internationally, which could adversely affect its results
- #37">Rabobanks financial condition is to a large extent dependent on its ability to accurately price its services and products
- #37">Rabobank is exposed to operational risks, including cybercrime risk
- #38">Rabobank considers climate change and environmental degradation as one of its strategic risks
- #38">Section C: Legal and regulatory risk
- #38">The Group faces risk where legal and arbitration proceedings are brought against it. The outcome of such proceedings is inherently uncertain and could adversely affect its financial and business operations
- #39">Variable Interest Rates Conditions
- #40">Rabobanks financial condition is exposed to changes as a result of transitions in benchmark rates
- #41">The Groups participation in the Single Resolution Fund and the Dutch Deposit Guarantee Scheme may have a material adverse effect on its business, results of operations and financial condition
- #42">The Issuer is subject to stress tests and other regulatory enquiries, the outcome of which could materially and adversely affect the Issuers reputation, financing costs and trigger enforcement action by supervisory authorities
- #42">The banking sector, which includes the Group, is subject to periodic stress testing and other regulatory enquiries to examine the resilience of banks to adverse market developments. Such stress tests are initiated and coordinated by the EBA or the ECB...
- #42">In addition, stress tests could divulge certain information that would not otherwise have surfaced or which until then, the Issuer had not considered to be material and worthy of taking remedial action on. This could lead to certain measures or capita...
- #42">Rabobank is subject to changes in financial reporting standards and or polices, which might have an adverse impact on its reported results and financial condition
- #42">Resolution regimes may lead to fewer assets of the Issuer being available to investors for recourse for their claims, and may lead to lower credit ratings and possibly higher cost of funding
- #42">Recovery and resolution plans and powers to address impediments to resolvability
- #42">Early intervention measures
- #43">(Pre-)Resolution measures
- #43">Risks relating to the EU Banking Reforms
- #44">Any difficulty in raising minimum requirement for own funds and eligible liabilities may have a material adverse effect on the Groups business, financial position and results of operations
- #44">Any increase in the Groups minimum regulatory capital and liquidity requirements may have a material adverse effect on the Groups business, financial condition and results of operations
- #46">The Issuers ability to retain and attract qualified employees is critical to the success of its business and the failure to do so may adversely affect the Issuers business, financial condition and results of operations
- #47">Section D: Taxation risk
- #47">Tax risk
- #47">Bank tax
- #47">2. Risks related to the Notes
- #47">Section A … Risk Factors Relating to Senior Preferred Notes, Senior Preferred MREL Notes, Non-Preferred Senior Notes and Dated Subordinated Notes Issued Under the Programme
- #47">A.1 Risks related to a Particular Issue of Notes under the Programme
- #47">If any Notes are redeemed by the issuer prior to their maturity, an investor may not be able to reinvest the redemption proceeds in a manner which achieves the same effective return
- #48">Floating Rate Notes … Benchmark Unavailability and Discontinuation
- #50">The market continues to develop in relation to risk-free rates (including SONIA, SOFR and STR) as reference rates for floating rate Notes.
- #52">Creditors of Rabobanks branches may benefit from statutory protections which may affect the recoverability of the Noteholders claims, in any bankruptcy, winding-up or liquidation scenarios
- #52">Investors who hold less than the minimum Specified Denominations may be unable to sell their Notes and may be adversely affected if definitive Notes are subsequently required to be issued
- #52">A failure by the Issuer to use an amount equivalent to the net proceeds of any Green Bonds in connection with Eligible Green Assets and/or any failure to meet the investment requirements of certain investors may affect the value and/or trading price o...
- #56">Certain Noteholders may be exposed to risks relating to Singapore taxation
- #56">A.2 Risk Factors Relating Specifically to Senior Preferred MREL Notes issued under the Programme
- #56">The Senior Preferred MREL Notes have limited rights to accelerate
- #58">The qualification of the Senior Preferred MREL Notes as Eligible Liabilities is subject to uncertainty and may cause the Issuer to redeem the Senior Preferred MREL Notes following an MREL Disqualification Event
- #58">The Issuer may substitute or vary the Senior Preferred MREL Notes following an MREL Disqualification Event in a manner which may be adverse to a holder of such Notes
- #59">Holders of Senior Preferred MREL Notes may suffer tax consequences upon substitution or variation of terms following a MREL Disqualification Event
- #59">A.3 Risk Factors Relating Specifically to Non-Preferred Senior Notes issued under the Programme
- #59">The Non-Preferred Senior Notes will rank junior to most of the Issuers liabilities (other than subordinated liabilities) in bankruptcy and bail-in and have limited rights to accelerate
- #61">The qualification of the Non-Preferred Senior Notes as Eligible Liabilities is subject to uncertainty and may cause the Issuer to redeem the Non-Preferred Senior Notes following an MREL Disqualification Event
- #62">The Issuer may substitute or vary the Non-Preferred Senior Notes following an MREL Disqualification Event or an Alignment Event in a manner which may be adverse to a holder of such Notes
- #62">Holders of Non-Preferred Senior Notes may suffer tax consequences upon substitution or variation of terms following a MREL Disqualification Event or an Alignment Event
- #63">A.4 Risk Factors Relating Specifically to Dated Subordinated Notes issued under the Programme
- #63">The Dated Subordinated Notes are subordinated obligations and rank junior to most of the Issuers liabilities and holders of Dated Subordinated Notes have limited rights to accelerate
- #65">Dated Subordinated Notes may be redeemed following a Capital Event, which may impact the market price of such Notes
- #65">A.5 Risks related to Notes denominated in Renminbi
- #65">There is only limited availability of Renminbi outside the PRC, which may affect the liquidity of Renminbi Notes and the Issuers ability to source Renminbi outside the PRC to service Renminbi Notes
- #65">Investment in the Renminbi Notes is subject to exchange rate risks and the Issuer may delay making payments of interest and principal, or make such payments in another currency in certain circumstances
- #66">Section B: Additional Risk Factors Relating to a Particular Issue of PR Notes or Exempt Notes
- #66">Investors may receive a lesser amount on Automatic Early Redemption than they would have been paid on the scheduled maturity date
- #66">Reset of the Rate of Interest on Fixed Rate Reset Notes may adversely affect their yield
- #66">The Issuers ability to vary the rate of interest of Variable Rate Notes may affect their market value
- #67">Investors may lose all of their investment in Partly Paid Notes if subsequent instalments are not made
- #67">Variable Rate Notes with a multiplier or other leverage factor
- #67">Inverse Floating Rate Notes are more volatile which may adversely affect the market value of such Notes
- #67">Investors in Notes issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates
- #68">3. Risks related to the Market
- #68">Section A: Factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme
- #68">The conditions of the Notes contain provisions which may permit their modification without the consent of all investors
- #68">The Notes may be subject to resolution powers (including powers to write down debt) so there is a risk that a Noteholder may lose some or all of its investment upon the exercise of such powers by the resolution authority
- #69">Changes of law after the date of this Base Prospectus may adversely affect the interests of Noteholders
- #70">United States federal income tax characterisation
- #71">Conflicts of interest
- #71">Section B: Factors which are material for the purpose of assessing the market risks generally
- #71">An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell his Notes
- #71">If any investor holds Notes which are not denominated in the investors home currency, it will be exposed to movements in exchange rates adversely affecting the value of its holding. In addition, the imposition of exchange controls in relation to any ...
#73">PUBLIC OFFERS OF NON-EXEMPT PR NOTES IN THE EUROPEAN ECONOMIC AREA
#73">Consent given in accordance with Article 5(1) of the Prospectus Regulation
- #74">Consent
- #74">Specific consent
- #74">General consent
- #77">Common conditions to consent
- #78">ARRANGEMENTS BETWEEN INVESTORS AND AUTHORISED OFFERORS
#78">Public Offers: Issue Price and Offer Price
#79">DOCUMENTS INCORPORATED BY REFERENCE
#81">SUPPLEMENTARY PROSPECTUS
#82">IMPORTANT INFORMATION
#82">Base Prospectus
#82">Responsibility statement
- #82">Available information under Rule 144A
- #82">Enforceability of Judgements
- #82">Presentation of financial information
- #83">Change in accounting policies and presentation
- #83">Key performance indicators and non-IFRS measures
- #83">Rounding and negative amounts
- #83">Forward-looking statements
- #84">Special considerations
- #84">Governmental policy and regulation
#85">TERMS AND CONDITIONS OF THE SENIOR PREFERRED NOTES
#86">1 Definitions
#94">2 Form, Denomination and Title
#95">3 Exchanges of Exchangeable Bearer Notes and transfers of Registered Notes
#97">4 Status of Notes
#97">5 Interest and other calculations
- #97">(a) Rate of Interest on Fixed Rate Notes
- #97">Except as specified in the relevant Final Terms, the amount of interest payable on each Interest Payment Date will amount to the Fixed Coupon Amount or, if so specified in the relevant Final Terms, the Broken Amount.
- #97">(b) Rate of Interest on Floating Rate Notes, Inverse Floating Rate Notes, Range Accrual Notes, CMS Linked Notes, Variable Rate Notes, Index Linked Interest Notes, Equity Linked Interest Notes and FX Linked Interest Notes
- #97">(i) Interest Payment Dates: Each Floating Rate Note, Inverse Floating Rate Note, Variable Rate Note, Range Accrual Note, CMS Linked Note, Index Linked Interest Note, Equity Linked Interest Note and FX Linked Interest Note bears interest on its outstan...
- #98">(ii) Business Day Convention: If any date referred to in these Conditions that is specified to be subject to adjustment in accordance with a Business Day Convention would otherwise fall on a day that is not a Business Day, then, if the Business Day Co...
- #98">(iii) Rate of Interest on Floating Rate Notes: The Rate of Interest in respect of Floating Rate Notes for each Interest Accrual Period shall be determined in the manner specified in the relevant Final Terms and the provisions below relating to ISDA De...
  - #98">(A) ISDA Determination for Floating Rate Notes
    - #98">(1) Compounding with Lookback is specified as the Compounding Method in the relevant Final Terms, Lookback is the number of Applicable Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms;
    - #98">(2) Compounding with Observation Period Shift is specified as the Compounding Method in the relevant Final Terms, (a) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the ISDA Definitions) specified in th...
    - #99">(3) Compounding with Lockout is specified as the Compounding Method in the relevant Final Terms, (a) Lockout is the number of Lockout Period Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms, and (b) Lockout Peri...
    - #99">(1) Averaging with Lookback is specified as the Averaging Method in the relevant Final Terms, Lookback is the number of Applicable Business Days (as defined in the ISDA Definitions) as specified in relevant Final Terms;
    - #99">(2) Averaging with Observation Period Shift is specified as the Averaging Method in the relevant Final Terms, (a) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the ISDA Definitions) specified in the re...
    - #99">(3) Averaging with Lockout is specified as the Averaging Method in the relevant Final Terms, (a) Lockout is the number of Lockout Period Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms, and (b) Lockout Period B...
  - #100">(B) Screen Rate Determination for Floating Rate Notes not referencing Compounded Daily SONIA, Compounded Daily STR, Compounded Daily SOFR, Weighted Average SOFR or Compounded Index Rate
  - #101">(C) Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SONIA
  - #104">(D) Screen Rate Determination for Floating Rate Notes referencing Compounded Daily STR
#104">
- #108">(E) Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SOFR
- #110">(F) Screen Rate Determination for Floating Rate Notes referencing Weighted Average SOFR
- #111">(G) Screen Rate Determination for Floating Rate Notes referencing a Compounded Index Rate
- #113">(H) Linear Interpolation
- #113">(I) Formulaic determination for Floating Rate Notes
- #113">(c) Rate of Interest on Inverse Floating Rate Notes
- #114">(d) Rate of Interest on Range Accrual Notes
- #116">(e) Rate of Interest on CMS Linked Notes
- #119">(f) Rate of Interest on Variable Rate Notes
- #120">(g) Rate of Interest on Index Linked Interest Notes
- #120">(h) Rate of Interest on Equity Linked Interest Notes
- #120">(i) Rate of Interest on FX Linked Interest Notes
- #121">(j) Zero Coupon Notes
- #121">(k) Dual Currency Notes
- #122">(l) Partly Paid Notes
- #122">(m) Accrual of interest
- #122">(n) Interest Trigger Event
- #122">(o) Knock-in Event
- #123">(p) Margin, Maximum/Minimum Rates of Interest, Maximum/Minimum Interest Amount and rounding
- #124">(q) Calculations
- #124">(r) Determination and publication of Rates of Interest, Interest Amounts, Final Redemption Amounts, Early Redemption Amounts, Automatic Early Redemption Amounts, Optional Redemption Amounts and Instalment Amounts
- #125">(s) Calculation Agent
- #125">(t) Benchmark discontinuation
- #130">(u) Effect of Benchmark Transition Event
#133">6 Redemption, purchase and options
#140">7 Provisions Applicable to Equity Linked Notes
#150">8 Provisions Applicable to Index Linked Notes
#157">9 Provisions Applicable to FX Linked Notes
#163">10 Payments and Talons
#168">11 Taxation
#169">12 Prescription
#170">13 Events of Default
#170">14 Meeting of Noteholders, modifications and substitutions
#173">15 Replacement of Notes, Certificates, Receipts, Coupons and Talons
#173">16 Further Issues
#174">17 Notices
#174">18 Acknowledgement of Dutch Statutory Loss Absorption Powers
#175">19 Governing Law and Jurisdiction
#176">TERMS AND CONDITIONS OF THE SENIOR PREFERRED MREL NOTES AND THE NON-PREFERRED SENIOR NOTES
#177">1 Definitions
#186">2 Form, Denomination and Title
#188">3 Transfers of Registered Notes
#189">4 Status and Ranking
#191">5 Interest and other calculations
#203">
- #206">(F) Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SOFR
- #208">(G) Screen Rate Determination for Floating Rate Notes referencing Weighted Average SOFR
- #209">(H) Screen Rate Determination for Floating Rate Notes referencing a Compounded Index Rate
#222">6 Redemption and Purchase
#224">7 Payments and Talons
#228">8 Taxation
#229">9 Prescription
#229">10 No Events of Default
#230">11 Meeting of Noteholders, modifications and waiver
#231">12 Replacement of Notes, Certificates, Coupons and Talons
#232">13 Further Issues
#232">14 Notices
#232">15 Acknowledgement of Dutch Statutory Loss Absorption Powers
#233">16 Governing Law and Jurisdiction
#235">TERMS AND CONDITIONS OF THE DATED SUBORDINATED NOTES
#236">1 Definitions
#244">2 Form, Denomination and Title
#246">3 Transfers of Registered Notes
#247">4 Status and Subordination
#248">5 Interest and other calculations
- #255">(1) Averaging with Lookback is specified as the Averaging Method in the relevant Final Terms, Lookback is the number of Applicable Business Days (as defined in the ISDA Definitions) as specified in relevant Final Terms;
- #255">(2) Averaging with Observation Period Shift is specified as the Averaging Method in the relevant Final Terms, (a) Observation Period Shift is the number of Observation Period Shift Business Days (as defined in the ISDA Definitions) specified in the re...
- #255">(3) Averaging with Lockout is specified as the Averaging Method in the relevant Final Terms, (a) Lockout is the number of Lockout Period Business Days (as defined in the ISDA Definitions) specified in the relevant Final Terms, and (b) Lockout Period B...
#260">
- #263">(F) Screen Rate Determination for Floating Rate Notes referencing Compounded Daily SOFR
- #265">(G) Screen Rate Determination for Floating Rate Notes referencing Weighted Average SOFR
- #266">(H) Screen Rate Determination for Floating Rate Notes referencing a Compounded Index Rate
#279">6 Redemption and Purchase
#282">7 Payments and Talons
#286">8 Taxation
#287">9 Prescription
#287">10 No Events of Default
#288">11 Meeting of Noteholders, modifications and waiver
#289">12 Replacement of Notes, Certificates, Coupons and Talons
#289">13 Further Issues
#290">14 Notices
#290">15 Acknowledgement of Dutch Statutory Loss Absorption Powers
#291">16 Governing Law and Jurisdiction
#292">SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM
#292">1 Initial issue of Notes
#293">2 Relationship of accountholders with Clearing Systems
#293">3 Exchange
- #293">3.1 Temporary Global Notes
  - #293">3.1.1 if the relevant Final Terms indicate that such Global Note is issued in compliance with TEFRA C or in a transaction to which TEFRA is not applicable (as to which, see Overview of the Programme … Selling RestrictionsŽ), in whole, but not in part...
  - #293">3.1.2 otherwise, in whole or in part upon certification as to non-U.S. beneficial ownership in the form set out in the Agency Agreement for interests in a permanent Global Note or, if so specified in the relevant Final Terms, for Definitive Notes.
- #293">3.2 Permanent Global Notes
  - #293">3.2.1 if the permanent Global Note is an Exchangeable Bearer Note, by the holder giving notice to the Fiscal Agent of its election to exchange the whole or a part of such Global Note for Registered Notes; and
  - #293">3.2.2 otherwise, (1) if the permanent Global Note is held on behalf of Euroclear or Clearstream, Luxembourg or any other clearing system (an Alternative Clearing SystemŽ) and any such clearing system is closed for business for a continuous period of ...
- #293">3.3 Unrestricted Global Certificates
  - #294">3.3.1 if such Notes are held on behalf of Euroclear or Clearstream, Luxembourg or an Alternative Clearing System and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or oth...
  - #294">3.3.2 if principal in respect of any Note is not paid when due; or
  - #294">3.3.3 with the consent of the Issuer,
- #294">3.4 Restricted Global Certificates
  - #294">3.4.1 if such Notes are held on behalf of Euroclear or Clearstream, Luxembourg or an Alternative Clearing System (except for DTC) and any such clearing system is closed for business for a continuous period of 14 days (other than by reason of holidays,...
  - #294">3.4.2 if such Notes are held on behalf of a custodian for DTC and if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to that Restricted Global Certificate or DTC ceases...
  - #294">3.4.3 if principal in respect of any Note is not paid when due; or
  - #294">3.4.4 with the consent of the Issuer,
- #294">3.5 Partial exchange of permanent Global Notes
- #295">3.6 Delivery of Notes
- #295">3.7 Exchange Date
- #295">3.8 Legend
#296">4 Amendment to Conditions
- #296">4.1 Payments
  - #296">4.1.1 No payment falling due after the Exchange Date will be made on any temporary Global Note unless exchange for an interest in a permanent Global Note or for Definitive Notes or Registered Notes is improperly withheld or refused. Payments on any te...
  - #296">4.1.2 Payments of principal and interest in respect of Registered Notes registered in the name of, or in the name of a nominee for, DTC and denominated in a Specified Currency other than U.S. Dollars will be made or procured to be made by the Fiscal A...
- #297">4.2 Prescription
- #297">4.3 Meetings
- #297">4.4 Cancellation
- #297">4.5 Purchase
- #297">4.6 Issuers option
- #297">4.7 Noteholders options
- #298">4.8 NGN nominal amount
- #298">4.9 Events of Default
- #298">4.10 Notices
- #298">4.11 Record Date in respect of Registered Notes
  - #298">4.11.1 except the case of Registered Notes which are to be cleared through DTC, on the Clearing System Business Day immediately prior to the date for payment, where Clearing System Business DayŽ means Monday to Friday inclusive, except 25 December an...
  - #298">4.11.2 in the case of Registered Notes which are to be cleared through DTC, on the 15th DTC business day before the due date for payment thereof (the DTC Record DateŽ).
#299">5 Partly Paid Notes
#299">6 AMTNs
- #299">6.1 Austraclear
- #299">6.2 Holding of AMTNs through Euroclear and Clearstream, Luxembourg
- #299">6.3 Transfers
- #299">6.4 Relationship of Accountholders with Austraclear
#300">7 Electronic Consent and Written Resolution
- #300">7.1.1 Other than in relation to AMTNs, approval of a resolution proposed by the Issuer given by way of electronic consents communicated through the electronic communications systems of the relevant clearing system(s) in accordance with their operating...
- #300">7.1.2 where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution (as defined in the Agency Agreement) has been validly passed, the Issuer shall be entitled to rely on consent or instructions given in writ...
#301">8 SIS Notes
#302">USE OF PROCEEDS
#306">CLEARING AND SETTLEMENT
- #306">Bearer Notes
- #306">Registered Notes
- #307">Transfers of Registered Notes
- #309">Individual Certificates
- #309">Pre-issue trades settlement
- #309">General
#310">DESCRIPTION OF BUSINESS OF RABOBANK GROUP
#310">General
#311">Group overview
#312">Business activities of Rabobank Group
- #312">Domestic Retail Banking
- #312">Local Rabobanks
- #312">Obvion
- #313">Wholesale & Rural
- #313">Leasing
- #313">Property Development
#314">Participations
- #314">Rabobanks credit ratings
- #314">Strategy of Rabobank Group
- #315">Implementation accelerators
- #315">Strategy implementation
- #316">Competition in the Netherlands
- #316">Market Shares in the Netherlands
- #316">Property, Plant and Equipment
- #317">Material Contracts
- #317">Insurance
- #317">Legal and Arbitration Proceedings
#319">STRUCTURE AND GOVERNANCE OF RABOBANK GROUP
- #319">Rabobank Group legal structure
- #320">Corporate purpose
- #320">Member influence in the cooperative governance of Rabobank
- #321">Employee Influence within Rabobank Group
- #322">Material Subsidiaries or other interests
#323">MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
#323">Material Factors Affecting Results of Operations
- #323">General market conditions
- #323">Interest rates
- #324">Critical accounting policies
- #324">Impairment charges on financial assets
- #325">Trading activities
- #325">Change in accounting policies and presentation
- #325">Results of operations
- #326">Comparison results of operations for the years ended 31 December 2022 and 31 December 2021
- #328">Comparison results of operations for the years ended 31 December 2021 and 31 December 2020 (adjusted)
- #329">Segment Discussion
- #329">Domestic Retail Banking
- #330">Comparison results of Domestic Retail Banking for the years ended 31 December 2022 and 31 December 2021
- #331">Comparison results of Domestic Retail Banking for the years ended 31 December 2021 and 31 December 2020 (adjusted)
- #332">Net profit. Net profit increased by 57 per cent. to 1,524 million in 2021, compared to 971 million in 2020. The net result was positively influenced by higher income and lower impairment charges on financial assets.
- #332">Wholesale & Rural
- #333">Comparison results of W&R for the years ended 31 December 2022 and 31 December 2021
- #334">Comparison results of W&R for the years ended 31 December 2021 and 31 December 2020
- #335">Leasing
- #335">Comparison results of Leasing for the years ended 31 December 2022 and 31 December 2021
- #336">Comparison results of Leasing for the years ended 31 December 2021 and 31 December 2020
- #337">Property Development
- #337">Comparison results of Property Development for the years ended 31 December 2022 and 31 December 2021
- #338">Comparison results of Property Development for the years ended 31 December 2021 and 31 December 2020
- #339">Loan Portfolio
- #340">Funding*
- #340">Other Financial Assets
- #342">Credit-related Commitments*
- #342">Capital Adequacy
- #343">Development in capital and solvency ratios
- #344">Cash flow
- #344">Working capital
- #344">Selected Statistical Information*
- #345">Return on equity and assets
- #345">Loan portfolio
#346">Risk Elements
- #346">Breakdown of assets and liabilities by repayment date
- #347">Interest rate sensitivity*
- #348">Cross-border outstandings*
- #348">Diversification of loan portfolio*
- #349">Non-performing loans*
- #350">Summary of loan loss experience*
- #351">Deposits from customers
- #351">Short-term borrowings*
- #352">Long-term borrowings*
#353">SELECTED FINANCIAL INFORMATION
#353">Consolidated statement of financial position
#355">Condensed Consolidated Statement of Income
#355">Financial Ratios:
#355">As at 31 December
#357">RISK MANAGEMENT
#357">Credit risk
#359">Non-performing loans/gross carrying amount per business unit
#359">Impairment charges
#360">Impairment charges/average private sector lending per business unit
#360">Country risk
#360">Risk in non-OECD countries
#362">Interest rate risk
#363">Liquidity risk
#364">Market risk
#364">Operational risk
#365">Legal risk
#365">Currency risk
#366">GOVERNANCE OF RABOBANK GROUP
- #366">Supervisory Board of Rabobank
- #366">Mrs. M. Trompetter (Marjan)
- #366">J. van Hall (Johan)
- #367">Mrs. P.H.M. Hofsté (Petri)
- #367">Mr. A.A.J.M. Kamp (Arian)
- #368">M.R.C Pensaert (Mark)
- #368">Mr. P.H.J.M. Visée (Pascal)
- #369">G.J. van den Akker (Gert-Jan)
#369">Managing Board of Rabobank
- #369">Stefaan (S.L.G.) Decraene
- #369">Bas (B.C.) Brouwers
- #370">Kirsten (C.M.) Konst
- #370">Bart (B.) Leurs
- #370">Mariëlle (M.P.J.) Lichtenberg
- #370">Vincent (V.) Maagdenberg
- #370">Berry (B.J.) Marttin
- #371">Philippe (P.G.R.) Vollot
- #371">Janine (B.J.) Vos
- #371">Administrative, management and supervisory bodies „ potential conflicts of interests
- #371">Administrative, management and supervisory bodies „ business address
#372">REGULATION OF RABOBANK GROUP
#372">Basel Standards
- #372">Credit Risk
- #372">Market Risk
- #372">Operational Risk
- #372">Basel III Reforms / Basel IV
#374">European Union Legislation
- #374">The CRD IV Directive and CRR
- #375">Bank Recovery and Resolution Directive and Single Resolution Mechanism Regulation
- #377">Supervision
#380">Dutch Regulation
- #380">Scope of the FMSA
- #380">Licensing
- #380">Reporting and investigation
- #381">Solvency
- #381">Liquidity
- #381">Structure
- #381">Governance and administrative organisation
- #381">Intervention
#382">U.S. Regulation
- #382">Regulation and Supervision in the U.S.
- #383">New York Branch
- #383">The Dodd-Frank Act
#386">CAPITALISATION AND INDEBTEDNESS OF RABOBANK GROUP
#388">RABOBANK AUSTRALIA BRANCH
#389">RABOBANK NEW ZEALAND BRANCH
#390">TAXATION
#390">This summary is based on the Australian, Belgian, Dutch, European Union, French, German, Luxembourg, New Zealand, Swiss, Taiwanese, United Kingdom, Singapore and U.S. tax legislation, published case law, treaties, rules, regulations and similar docume...
#390">Australia
- #390">Withholding taxes
- #394">Other taxes
#396">Belgium
- #396">Belgian Withholding Tax
- #397">Belgian Income Tax rules applicable to natural persons resident in Belgium
- #397">Belgian resident corporations
- #398">Organisation for financing pensions
- #398">Other Belgian legal entities
- #398">Non-residents of Belgium
- #398">Belgian Implementing Legislation of Council Directive 2011/16/EU on administrative cooperation in the field of taxation, as amended by Council Directive 2014/107/EU (the DACŽ)
- #399">Belgian tax on stock exchange transactions
#401">France
#402">Germany
#404">Luxembourg
- #404">Withholding tax
#404">The Netherlands
- #405">Withholding tax
- #405">Taxes on income and capital gains
- #406">Gift tax or inheritance tax
- #406">Dutch gift or inheritance taxes will not be levied on the occasion of the transfer of Notes by way of gift by, or on the death of, a holder of Notes, unless:
- #406">Value added tax
- #406">Other taxes and duties
- #407">Residence
#407">New Zealand
- #407">Resident withholding tax
- #408">Non-resident withholding tax
- #408">Approved issuer levy
- #408">Gross-up for Taxes
- #408">Income tax
#409">Singapore
#413">Switzerland
- #413">Swiss Federal Withholding Tax
- #413">Swiss Federal Stamp Taxes
- #413">Income Taxation on Principal or Interest
- #414">Automatic Exchange of Information in Tax Matters
- #415">Swiss Facilitation of the Implementation of the U.S. Foreign Account Tax Compliance Act
#415">Taiwan
- #415">Interest on the Notes
- #415">Sale of the Notes
#416">United Kingdom
#416">United States
- #417">Payments of interest
- #418">Original issue discount
- #418">General
- #419">Acquisition premium
- #419">Market discount
- #420">Election to treat all interest as original issue discount
- #420">Floating Rate Notes
- #422">Short-Term Notes
- #422">Notes purchased at a premium
- #423">Contingent payment debt instruments
- #424">Purchase, sale and retirement of Notes
- #424">Notes other than Contingent Notes
- #424">Contingent Notes
- #424">Effect of Non-U.S. Taxes
- #425">Substitution of Issuer
- #425">Foreign currency notes
- #425">Interest
- #425">OID
- #426">Market discount
- #426">Bond premium
- #426">Foreign Currency Contingent Notes
- #427">Sale or retirement
- #427">Notes other than Foreign Currency Contingent Notes
- #427">Foreign Currency Contingent Notes
- #428">Disposition of foreign currency
- #428">Backup withholding and information reporting
- #428">Reportable transactions
- #429">Fungible issue
#429">FATCA Withholding
#430">ERISA CONSIDERATIONS
#432">TRANSFER RESTRICTIONS
#432">Rule 144A Notes
#433">Regulation S Notes
#435">PLAN OF DISTRIBUTION
#435">Summary of Dealer Agreement
#435">Selling restrictions
- #435">General
- #435">Prohibition of Sales to EEA Retail Investors
- #436">Prohibition of Sales to UK Retail Investors
- #437">Australia
- #437">Belgium
- #437">Unless the Final Terms in respect of any Notes specifies Prohibition of Sales to Belgian ConsumersŽ as Not ApplicableŽ, each Dealer has represented and agreed that it has not offered or sold or otherwise made available and it that will not offer or ...
- #437">Canada
- #437">The Notes have not been, and will not be, qualified for sale under the securities laws of Canada or any province or territory thereof. Each Dealer has represented and agreed that it has not offered, sold or distributed and will not offer, sell or dist...
- #438">The Republic of France
- #438">Hong Kong
- #438">Japan
- #439">The Netherlands
- #439">New Zealand
- #439">Singapore
- #440">Spain
- #440">This Base Prospectus has not been registered in the administrative registries of the Spanish Securities Markets Commission (Comisión Nacional del Mercado de Valores) (the CNMVŽ). Accordingly, each Dealer has represented and agreed that the Notes may ...
- #440">Switzerland
- #440">This Base Prospectus is not intended to constitute an offer or solicitation to purchase or invest in the Notes.
- #441">Subject to the paragraph below, the offering of the Notes has not been and will not be registered or filed with, or approved by the Financial Supervisory Commission of Taiwan and/or other applicable competent authorities pursuant to relevant securitie...
- #441">United Kingdom
- #442">United States
#444">FORM OF FINAL TERMS … PR NOTES (OTHER THAN NON-EXEMPT PR NOTES)
#474">[LISTING AND ADMISSION TO TRADING APPLICATION
#474">[THIRD PARTY INFORMATION
#474">[SIGNIFICANT OR MATERIAL ADVERSE CHANGE STATEMENT (N.B. only to be included in case of Notes listed on SIX Swiss Exchange)
#474">[REPRESENTATIVE (N.B. Only to be included in case of Notes listed on SIX Swiss Exchange)
#475">[RESPONSIBILITY (N.B. only to be included in case of Notes listed on SIX Swiss Exchange)
#476">PART B … OTHER INFORMATION
#482">FORM OF FINAL TERMS … EXEMPT NOTES
#529">[LISTING AND ADMISSION TO TRADING APPLICATION
#529">[THIRD PARTY INFORMATION
#529">[SIGNIFICANT OR MATERIAL ADVERSE CHANGE STATEMENT (N.B. only to be included in case of Notes listed on SIX Swiss Exchange)
#530">[REPRESENTATIVE (N.B. Only to be included in case of Notes listed on SIX Swiss Exchange)
#530">[RESPONSIBILITY (N.B. only to be included in case of Notes listed on SIX Swiss Exchange)
#531">PART B … OTHER INFORMATION
#537">FORM OF FINAL TERMS … NON-EXEMPT PR NOTES
#550">[LISTING AND ADMISSION TO TRADING APPLICATION
#550">[THIRD PARTY INFORMATION
#550">[SIGNIFICANT OR MATERIAL ADVERSE CHANGE STATEMENT (N.B. only to be included in case of Notes listed on SIX Swiss Exchange)
#550">[REPRESENTATIVE (N.B. Only to be included in case of Notes listed on SIX Swiss Exchange)
#550">[RESPONSIBILITY (N.B. only to be included in case of Notes listed on SIX Swiss Exchange)
#552">PART B … OTHER INFORMATION
#561">GENERAL INFORMATION