Bond Rabbobank 6.5% ( XS1002121454 ) in EUR

Issuer Rabbobank
Market price refresh price now   112.8 %  ▼ 
Country  Netherlands
ISIN code  XS1002121454 ( in EUR )
Interest rate 6.5% per year ( payment 4 times a year)
Maturity Perpetual



Prospectus brochure of the bond Rabobank XS1002121454 en EUR 6.5%, maturity Perpetual


Minimal amount 25 EUR
Total amount 7 825 136 530 EUR
Next Coupon 29/12/2025 ( In 12 days )
Detailed description Rabobank is a Dutch cooperative bank with a strong international focus on the food and agribusiness sectors.

Rabobank issued a perpetual EUR-denominated bond (XS1002121454) with a 6.5% coupon, a total issuance size of EUR 7,825,136,530, a minimum trading size of 25, and a current market price of 110.62%, paying coupons four times per year.








COÖPERATIEVE RABOBANK U.A.
(a cooperative with excluded liability (coöperatie U.A.) established under Dutch law, with its statutory seat in Amsterdam, the
Netherlands)


Offering of newly-issued Rabobank Certificates with a nominal amount of 25.00 each


This prospectus ("Prospectus") is published in connection with the offering of newly-issued Rabobank certificates (Rabobank
certificaten) ("Rabobank Certificates") by Stichting AK Rabobank Certificaten ("Stichting AK Rabobank") with a nominal amount
of 25.00 each (the "Offer Certificates"). The Offer Certificates represent interests in a corresponding number of participations, with a
nominal value of 25.00 each, to be issued by Coöperatieve Rabobank U.A. ("Rabobank") to Stichting AK Rabobank (the "Rabobank
Participations") on the Settlement Date (as defined below). Except where the context otherwise requires, references to the Rabobank
Certificates will be deemed to include the Offer Certificates. The Rabobank Participations and the Rabobank Certificates are governed
by Dutch law.
The offering of the Offer Certificates (the "Offering") consists of (i) a public offering in the Netherlands and Switzerland to
institutional and retail investors and (ii) an offering in various other jurisdictions to institutional investors. The Offer Certificates are
being offered outside the United States of America (the "U.S.") in offshore transactions as defined in, and in accordance with Regulation
S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act").
Application has been made for admission to listing and trading of all Offer Certificates on Euronext in Amsterdam, a regulated
market of Euronext Amsterdam N.V. ("Euronext Amsterdam"). The Offer Certificates will be traded as a percentage of their nominal
amount. Subject to acceleration or extension of the timetable for the Offering, trading in the Offer Certificates is expected to commence
on or about 24 January 2017. The Rabobank Certificates are, and the Offer Certificates are expected to be, listed on Euronext Amsterdam
under the symbol "RABOCERTIFFRNPL", with ISIN code XS1002121454 and common code 100212145.
The price of the Offer Certificates (the "Offer Price") will, subject to the below, not exceed 115.040% of 25,
being the closing trading price of the Rabobank Certificates on Euronext Amsterdam on 10 January 2017
(the "Maximum Offer Price").
The Offering will take place from 9:00 Central European Time ("CET") on 11 January 2017 until a time between 11:00 CET
and 16:00 CET (exact time to be published through Bloomberg or other similar forms of communication) on 17 January 2017 for
prospective institutional investors and from 9:00 CET on 11 January 2017 until 17:30 CET on 16 January 2017 for prospective retail
investors (the "Offering Period"), subject to acceleration or extension of the timetable for the Offering. The Offer Price and the exact
number of Offer Certificates offered in the Offering will be determined by Rabobank after the end of the Offering Period taking into
account the quoted trading price of the Rabobank Certificates that are already listed on the business day immediately preceding the date
of this Prospectus, the book building process and taking into account economic and market conditions, a qualitative and quantitative
assessment of demand for the Offer Certificates and other factors deemed appropriate. The Offer Price and the exact number of Offer
Certificates to be sold will be stated in a pricing statement (the "Pricing Statement") which will be published through a press release
on Rabobank's website and filed with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten, the
"AFM"). Rabobank reserves the right to determine the Offer Price above the Maximum Offer Price before allocation of the Offer
Certificates ("Allocation"). Investors who have already agreed to purchase or subscribe for the Offer Certificates during the Offering
Period prior to any announcement of the determination of the Offer Price above the Maximum Offer Price, shall have the right,
exercisable within two business days following the publication of such announcement, to withdraw their acceptances. Any determination
of an Offer Price above the Maximum Offer Price, on the last day of the Offering Period will result in the Offering Period being extended
by at least two business days. Any determination of an Offer Price above the Maximum Offer Price, on the day prior to the last day of
the Offering Period will result in the Offering Period being extended by at least one business day. Accordingly, all investors will have
at least two business days to reconsider their subscriptions. Any determination of an Offer Price above the Maximum Offer Price, will
be announced in a press release that will be posted on Rabobank's website.
Subject to acceleration or extension of the timetable for the Offering, payment (in euro) for, and delivery of, the Offer
Certificates ("Settlement") is expected to take place on or about 24 January 2017 (the "Settlement Date"). If Settlement does not take
place on the Settlement Date as planned or at all, the Offering may be withdrawn, in which case all subscriptions for Offer Certificates
will be disregarded, any allotments made will be deemed not to have been made and any subscription payments made will be returned
without interest or other compensation. Any transactions in Offer Certificates prior to Settlement are at the sole risk of the parties
concerned. The Offering is subject to a number of conditions. See "The Offering" and "Plan of Distribution". If any or all of the
conditions are not met or waived by the Joint Lead Managers (as defined below) or, as applicable, by the Joint Lead Managers and
Rabobank collectively, prior to payment for and delivery of the Offer Certificates, the Offering shall not take place and the Subscription
Agreement (as defined below) shall terminate unless the parties agree otherwise in writing. In such event, the Offering will be withdrawn.
Rabobank, Stichting AK Rabobank, Euronext Amsterdam, Credit Suisse Securities (Europe) Limited, J.P. Morgan Securities plc, Merrill
Lynch International and Rabobank as joint lead managers (the "Joint Lead Managers"), ING Bank N.V. and ABN AMRO Bank N.V.
as co-lead managers (the "Co-Lead Managers" and together with the Joint Lead Managers, the "Managers")), Coöperatieve Rabobank
U.A. (the "Listing and Amsterdam Paying Agent") and Deutsche Bank AG, London Branch as paying agent or any other financial
institution appointed as paying agent (the "Paying Agent") and as common depositary for Euroclear Bank S.A/N.V. ("Euroclear") and
Clearstream Banking, société anonyme ("Clearstream") (the "Common Depositary") do not accept any responsibility or liability
towards any person as a result of the withdrawal of the Offering or the (related) annulment of any transactions in Offer Certificates.
INVESTING IN THE OFFER CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 41 OF THIS PROSPECTUS FOR A DESCRIPTION OF THE MATERIAL RISKS THAT SHOULD BE CONSIDERED
BEFORE INVESTING IN THE OFFER CERTIFICATES.




The Rabobank Certificates are, and the Offer Certificates will be, in registered form. The Rabobank Certificates are, and the
Offer Certificates will be, registered in the name of a nominee of the Common Depositary, and are, respectively will be, represented by
a global proof of ownership held in custody by the Common Depositary on behalf of Euroclear and Clearstream.
The Offering is only made in those jurisdictions in which, and only to those persons to whom, the Offering may be lawfully
made. Current holders of Rabobank Certificates have no pre-emption rights (voorkeursrechten) with respect to the Offer Certificates.
The offering to Dutch Retail Investors is being made only by Rabobank and the Co-Lead Managers, and not by any of the
other Joint Lead Managers. Dutch Retail Investors who wish to participate in the offering should submit their orders through their
financial intermediary. Rabobank is appointed as Retail Coordinator (as defined herein).
The Rabobank Certificates, including the Offer Certificates, have not been, and will not be, registered under the U.S. Securities
Act or with any securities regulatory authority of any state or other jurisdiction in the U.S., and are being offered and sold outside the
U.S. in compliance with Regulation S. The distribution of this Prospectus, the offer and sale of the Offer Certificates in certain
jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to inform themselves about and to observe
any such restrictions. Each purchaser of Offer Certificates, in making a purchase, will be deemed to have made certain
acknowledgements, representations and agreements as set out in "Selling and Transfer Restrictions". Prospective investors in the Offer
Certificates should carefully read "Selling and Transfer Restrictions". Rabobank and Stichting AK Rabobank disclaim all responsibility
for any violation of such restrictions by any person.
This document constitutes a prospectus for the purposes of article 3 of Directive 2003/71/EC of the European Parliament and
of the Council, and amendments thereto (including those resulting from Directive 2010/73/EU) and has been prepared in accordance
with Section 5:9 of the Dutch Financial Markets Supervision Act (Wet op het financieel toezicht, the "FMSA"). This Prospectus has
been approved by and filed with the AFM.
Joint Lead Managers
7
BofA Merrill Lynch
Credit Suisse
J.P. Morgan
Rabobank
3
Co-Lead Managers
7
ING
ABN AMRO
33
Prospectus dated 11 January 2017






TABLE OF CONTENTS

SUMMARY ............................................................................................................................................................ 1
SAMENVATTING................................................................................................................................................20
RISK FACTORS...................................................................................................................................................40
IMPORTANT INFORMATION ..........................................................................................................................59
REASONS FOR THE OFFERING AND USE OF PROCEEDS .......................................................................64
SUMMARY DESCRIPTION OF RABOBANK CERTIFICATES ...................................................................65
PAYMENTS ..........................................................................................................................................................70
BUSINESS .............................................................................................................................................................73
GROUP STRUCTURE .........................................................................................................................................83
RISK MANAGEMENT ........................................................................................................................................87
OPERATING AND FINANCIAL REVIEW .......................................................................................................93
SELECTED HISTORICAL FINANCIAL AND OPERATIONAL INFORMATION ................................... 124
CAPITALISATION AND INDEBTEDNESS.................................................................................................... 128
MANAGEMENT, EMPLOYEES AND CORPORATE GOVERNANCE ...................................................... 130
REGULATION OF THE GROUP ..................................................................................................................... 145
MAJOR PARTICIPANTS AND RELATED PARTY TRANSACTIONS ...................................................... 154
THE OFFERING ................................................................................................................................................ 155
PLAN OF DISTRIBUTION ............................................................................................................................... 158
SELLING AND TRANSFER RESTRICTIONS ............................................................................................... 160
TAXATION IN THE NETHERLANDS ............................................................................................................ 164
U.S. FOREIGN ACCOUNT TAX COMPLIANCE ACT ................................................................................. 167
INDEPENDENT AUDITORS ............................................................................................................................ 168
GENERAL INFORMATION ............................................................................................................................. 169
DOCUMENTS INCORPORATED BY REFERENCE..................................................................................... 170
DEFINITIONS .................................................................................................................................................... 171




SUMMARY
Summaries are made up of disclosure requirements known as `Elements'. These elements are numbered in sections A
­ E (A.1 ­ E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it
is possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the summary together with an indication that such Element is `not applicable'.
Section A ­ Introduction and Warnings
A.1
Introduction and
This summary should be read as an introduction to the prospectus (the
warnings
"Prospectus") relating to the offering (the "Offering") of newly-issued
Rabobank certificates (Rabobank certificaten) ("Rabobank Certificates") by
Stichting AK Rabobank Certificaten ("Stichting AK Rabobank") with a
nominal amount of 25.00 each (the "Offer Certificates"). The Offer
Certificates represent interests in a corresponding number of participations,
with a nominal value of 25.00 each, issued by Coöperatieve Rabobank U.A.
("Rabobank") to Stichting AK Rabobank (the "Rabobank Participations").
Any decision to invest in the Offer Certificates should be based on a
consideration of the Prospectus as a whole by the investor. Where a claim
relating to the information contained in the Prospectus is brought before a court,
the plaintiff investor might, under the national legislation of the Member States,
have to bear the costs of translating the Prospectus before the legal proceedings
are initiated. Civil liability attaches only to those persons who have tabled the
summary including any translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when read together with the other parts
of the Prospectus, or it does not provide, when read together with the other parts
of the Prospectus, key information in order to aid investors when considering
whether to invest in the Offer Certificates.
A.2
Consent, indication,
Not applicable; Stichting AK Rabobank and Rabobank do not consent to the
conditions and notice
use of the Prospectus for the subsequent resale or final placement of Offer
Certificates by financial intermediaries.
Section B ­ The Issuer
B.1
Legal and commercial
Coöperatieve Rabobank U.A. Rabobank uses amongst others the trade names
name of Rabobank
Rabobank Nederland and Rabobank.
B.2
Domicile, legal form,
Rabobank is a cooperative with excluded liability (coöperatie U.A.) established
legislation and country
under the laws of and domiciled in the Netherlands. Its corporate seat is in
of incorporation
Amsterdam, the Netherlands, and its registered office is at Croeselaan 18, 3521
CB Utrecht, the Netherlands.
Stichting AK Rabobank Certificaten is a foundation (stichting) established
under Dutch law. It has its registered office in Utrecht, the Netherlands. The
office address of Stichting AK Rabobank is: Croeselaan 18, 3521 CB Utrecht,
the Netherlands.
B.3
Key factors relating to
The group (within the meaning of Section 2:24b of the Dutch Civil Code) which
the nature of the Group's
is headed by Rabobank (the "Group") is an international financial services
operations and its
provider operating on the basis of cooperative principles. The Group comprises
principal activities
Rabobank and its subsidiaries. Rabobank is the holding company of a number
of specialised subsidiaries in the Netherlands and abroad. The Group operates
in approximately 40 countries. Its operations include domestic retail banking,
wholesale banking and international rural and retail banking, leasing and real
estate. It serves approximately 8.6 million clients around the world. In the
Netherlands, its focus is on maintaining the Group's position in the Dutch
market and, internationally, on food and agriculture. The Group believes that
its entities have strong interrelationships due to the Group's cooperative
structure.




The Group's cooperative core business is carried out by the local Rabobanks.
With 488 branches and 2,192 cash-dispensing machines at 30 June 2016, the
local Rabobanks form a dense banking network in the Netherlands. In the
Netherlands, the local Rabobanks serve approximately 6.5 million retail clients,
and approximately 800,000 corporate clients, offering a comprehensive
package of financial services. Clients can become members of Rabobank.
Historically, the Group has engaged primarily in lending to the agricultural and
horticultural sectors in the Dutch market. Since the 1990s, the Group has also
offered a wide variety of commercial banking and other financial services not
only in the Netherlands but also internationally. As part of an ongoing
programme, the Group has increased both the number and type of products and
services available to its customers in order to diversify from a traditional
savings and mortgage-based business to become a provider of a full range of
financial products and services, both in the Netherlands and internationally. The
Group provides an integrated range of financial services comprising primarily
domestic retail banking, wholesale banking and international rural and retail
banking, leasing, real estate and distribution of insurance products to a wide
range of both individual and corporate customers.
As at 30 June 2016, the Group had total assets of 686.6 billion, a private sector
loan portfolio of 427.3 billion, amounts due to customers of 342.9 billion (of
which savings deposits total 139.4 billion) and equity of 40.8 billion. Of the
private sector loan portfolio, 204.3 billion, virtually all of which were
mortgages, consisted of loans to private individuals, 124.8 billion of loans to
the trade, industry and services sector and 98.2 billion of loans to the food and
agriculture sector. As at 30 June 2016, its common equity tier 1 ratio ("CET1
Ratio"), which is the ratio between Common Equity Tier 1 Capital and total
risk-weighted assets, was 13.4% and its capital ratio, which is the ratio between
qualifying capital and total risk-weighted assets, was 23.5%. For the six-month
period ended 30 June 2016, the Group's cost/income ratio, which is the ratio
between total operating expenses (regulatory levies excluded) and total income,
was 73.7%. The cost/income ratio is a financial measure of how efficiently
Rabobank is being run. For the six-month period ended 30 June 2016, the Group
realised a net profit of 924 million. As at 30 June 2016, the Group employed
49,971 employees (internal and external full time employees ("FTEs")).
The return on invested capital ("ROIC") is a profitability measure and is
calculated by dividing net profit realised after non-controlling interests by the
core capital (actual Tier 1 capital plus the goodwill in the balance sheet at the
end of the reporting period) minus deductions for non-controlling interests in
Rabobank's equity. For the six-month period ended 30 June 2016, Rabobank's
ROIC was 5.0%. As at 31 December 2015, it was 6.0% and at 30 June 2015 it
was 8.3%.
For the six-month period ended 30 June 2016, Rabobank's return on Tier 1
capital was 5.3%. As at 31 December 2015, it was 6.5% and at 30 June 2015 it
was 9.0%.
B.4a
Significant recent trends
The Group's results of operations are affected by a variety of market conditions,
including economic cycles, fluctuations in stock markets, interest rates and
exchange rates and increased competition. A deterioration in economic
conditions, or the Group's inability to accurately predict or respond to such
developments could have a material adverse effect on the Group's prospects,
business, financial condition and results of operations.
B.5
Description of the Group
The Group is comprised of Rabobank as the top holding entity together with its
and Rabobank's position
subsidiaries in the Netherlands and abroad. The Group's cooperative core
within the Group
business is carried out by the local Rabobanks.
B.6
Persons who, directly
Not applicable; there is no obligation under Dutch law or under the Rabobank
and indirectly, have a
Articles for holders of Rabobank Certificates to disclose their interest in
notifiable interest in
Rabobank's capital or voting rights.
Rabobank's capital or
voting rights, together
with the amount
2




Different voting rights
Not applicable; Stichting AK Rabobank and the holders of Rabobank
Certificates do not have any voting rights in the General Members' Council of
Rabobank.
Direct and indirect
Rabobank is not directly or indirectly owned or controlled by another
ownership of or control
corporation or by any foreign government. Rabobank is a cooperative with
over Rabobank
members. Its members are approximately 2 million customers of Rabobank.
The members are represented by approximately 100 chairmen of local
supervisory bodies in the meeting of the General Members' Council of
Rabobank. The General Members' Council of Rabobank has a significant
influence on the views adopted in the Group; it is the highest decision making
body in the Rabobank governance. Rabobank is not aware of any arrangement
that may, at a subsequent date, result in a change of control.
B.7
Selected historical key
The following selected financial data for the years ended 31 December 2014 and
financial information
2013 is derived from the audited consolidated financial statements of the Group
for the year ended 31 December 2015 and 31 December 2014, which have been
audited by Ernst & Young Accountants LLP. The following consolidated
statement of income data for the year ended 31 December 2015 is derived from the
audited consolidated financial statements of the Group for the year ended 31
December 2015, which have been audited by Ernst & Young Accountants LLP.
The following consolidated statement of financial position data for the year ended
31 December 2015 is derived from the unaudited condensed consolidated interim
financial information of the Group for the six-month period ended 30 June 2016,
which has been reviewed by PricewaterhouseCoopers Accountants N.V. In
addition, the selected financial data for the six-month periods ended 30 June 2016
and 30 June 2015 is derived from the unaudited condensed consolidated interim
financial information of the Group for the six-month period ended 30 June 2016.
The financial ratios are derived from the audited consolidated financial statements
of the Group for the year ended 31 December 2015 and 2014, with the exception
of the financial ratios for the six-month period ended 30 June 2016, which are
derived from page 2 ("Key Figures") of the Group's interim report for the six-
month period ended 30 June 2016 incorporated by reference into this Prospectus.
The Group's Audited Consolidated Financial Statements have been prepared in
accordance with IFRS as adopted by the European Union and comply with Part 9
of Book 2 of the Dutch Civil Code. The Unaudited Condensed Consolidated
Interim Financial Information has been prepared in accordance with IAS 34
`Interim financial reporting', as adopted by the European Union.
The financial data marked with an asterisk (*) has not been directly extracted
from the audited consolidated financial statements for the years ended 31
December 2013, 2014 and 2015 ("Audited Consolidated Financial
Statements") but instead is derived from the unaudited condensed consolidated
interim financial information for the six-month periods ended 30 June 2016 and
30 June 2015 (the "Unaudited Condensed Consolidated Interim Financial
Information"), the interim or annual reports or other accounting records of
Rabobank.
Consolidated Statement of Financial Position



As at 30 June*
As at 31 December
2016
2015
2015*
2014
2013
(in millions of euro)
(restated) (restated) (restated) (restated)
Assets





Cash and balances at central banks
73,219
43,066
64,943
43,409
43,039
Loans and advanced to banks
24,378
41,611
31,210
45,962
40,787
Financial assets held for trading
3,867
3,776
3,472
4,279
5,289
Financial assets designated at fair value
1,567
3,593
2,196
4,325
4,939
Derivatives
57,339
50,210
48,113
56,489
39,703
Loans and advances to customers(1)
463,686 477,454 466,799 461,787 455,909
3




Available-for-sale financial assets
35,838
38,476
37,773
39,770
46,552
Investments in associates and joint ventures
3,567
3,776
3,672
3,807
3,747
Goodwill and other intangible assets
1,127
1,508
1,493
2,059
1,991
Property and equipment
4,512
7,363
7,765
7,148
6,901
Investment properties
334
440
381
452
1,055
Current tax assets
184
150
193
211
170
Deferred tax assets
2,398
2,268
2,390
2,501
1,910
Other assets
10,223
11,234
7,999
8,560
8,030
Non-current assets held for sale and discontinued
operations
4,354
164
155
327
9,073
Total assets(1)
686,593 685,089 678,554 681,086 669,095


As at 30 June*
As at 31 December
2016
2015
2015*
2014
2013
(in millions of euro)
(restated) (restated) (restated) (restated)
Liabilities





Due to banks
21,903
20,967
19,038
18,066
14,745
Due to customers(1)
342,940 338,514
345,884 326,288 326,222
Debt securities in issue
171,418 186,274
174,991 189,060 195,361
Derivatives and other trade liabilities
64,910
57,585
55,129
67,560
50,171
Other liabilities
7,902
8,599
8,050
8,047
7,749
Financial liabilities designated at fair value
18,523
18,035
16,991
19,744
19,069
Provisions
1,433
719
993
794
1,050
Current tax liabilities(2)
263
131
203
255
266
Deferred tax liabilities
520
484
575
473
288
Subordinated liabilities
15,165
12,462
15,503
11,928
7,815
Liabilities held for sale and discontinued operations
857
0
0
0
7,825
Total liabilities
645,834 643,770
637,357 642,215 630,561
Equity




Reserves and retained earnings(2)
25,387
25,676
25,623
24,894
23,731
Equity instruments issued directly




Rabobank Certificates
5,949
5,948
5,949
5,931
5,823
Capital Securities
7,655
7,846
7,826
6,349
7,029

13,604
13,794
13,775
12,280
12,852
Equity instruments issued by subsidiaries




Capital Securities
179
170
176
181
236
Trust Preferred Securities III to VI
1,062
1,145
1,131
1,043
1,269

1,241
1,315
1,307
1,224
1,505
Other non-controlling interests
527
534
492
473
446
Total equity(2)
40,759
41,319
41,197
38,871
38,534
Total equity and liabilities(1)
686,593 685,089
678,554 681,086 669,095
4




Notes:
(1) Rabobank has changed its accounting policy for the netting of cash pooling arrangements due to an agenda
decision of the IFRS Interpretations Committee in March 2016. This change in accounting policy is
accounted for retrospectively in the unaudited consolidated condensed interim financial information for
the six-month period ended 30 June 2016 by reversing the netting that took place in 2015. In 2016 the
netting procedures have been adjusted resulting in the netting of cash pools per June 2016.
(2) Receivables were overstated by 110 million. This amount has been reported as income in years prior to
2013. In accordance with IAS 8, the opening balance of equity as per 1 January 2015 has been adjusted
retrospectively from 24,894 million to 24,811 million. The `Loans and advances to customers' line item
decreased by 110 million and the `Current tax liabilities' line item decreased by 27 million at June 2015
and December 2015.

Condensed Consolidated Statement of Income



Six-month period
ended
Year ended 31 December
30 June*
2016
2015
2015
2014
2013
(in millions of euro)
(restated)
(restated) (restated)
Net interest income
4,375
4,482
9,139
9,118
9,095
Net fee and commission income
982
962
1,892
1,879
2,001
Other income
446
1,483
1,983
1,892
1,976
Income
5,803
6,927
13,014
12,889
13,072
Staff costs
2,264
2,407
4,786
5,086
5,322
Other administrative expenses
1,803
1,214
2,916
2,532
3,910
Depreciation
209
212
443
437
528
Operating expenses
4,276
3,833
8,145
8,055
9,760
Impairment losses on goodwill
0
600
623
32
42
Loan impairment charges
148
356
1,033
2,633
2,643
Regulatory levies
246
121
344
488
197
Operating profit before tax
1,133
2,017
2,869
1,681
430
Income tax
209
495
655
(161)
88
Net profit from continued operations
924
1,522
2,214
1,842
342
Net profit from discontinued operations
0
0
0
0
1,665
Net profit
924
1,522
2,214
1,842
2,007
Of which attributed to Rabobank
270
868
880
620
929
Of which attributed to holders of Rabobank Certificates
193
193
387
385
309
Of which attributed to Capital Securities
399
393
809
705
655
Of which attributed to Trust Preferred Securities III to
VI
30
31
63
74
67
Of which attributed to non-controlling interests
32
37
75
58
47
Net profit for the period
924
1,522
2,214
1,842
2,007
Financial Ratios

As at 30 June*
As at 31 December

2016
2015
2014
2013
Total capital ratio(1) ................................................
23.5%
23.2%
21.3%
19.8%
5




Tier 1 ratio(2) ...........................................................
16.8%
16.4%
16.0%
16.6%
CET1 Ratio(3) ..........................................................
13.4%
13.5%
13.6%
13.5%
Fully Loaded Common Equity Tier 1 ratio*(4)
12.4%
12.0%
11.8%
11.1%
Equity capital ratio(5) ..............................................
14.9%
14.7%
14.4%
16.1%
Leverage ratio* .......................................................
5.1%
5.1%
4.9%
4.8%
Loan impairment charges (in basis points of
average lending)* ...................................................
7
24
60
59
Notes:
(1) Qualifying capital as a percentage of the risk-weighted assets. An important capital measure of
Rabobank's financial strength from a regulator's point of view. The issuance of $1.5 billion Tier 2 notes
in July 2016 adds 0.6%-point to the total capital ratio as at 30 June 2016 on a pro forma basis.
(2) Tier 1 capital as a percentage of the risk-weighted assets. An important capital measure of
Rabobank's financial strength from a regulator's point of view.
(3) Common Equity Tier 1 capital as a percentage of the risk-weighted assets. An important capital
measure of Rabobank's financial strength from a regulator's point of view.
(4) The fully loaded common equity tier 1 ratio is the CET1 Ratio after the Basel capital and liquidity
agreement (Basel III) phasing-in period. An important capital measure of Rabobank's financial
strength from a regulator's point of view.
(5) Retained earnings and Rabobank Certificates as a percentage of the risk-weighted assets. An
important capital measure for Rabobank because certain of its loss-absorbing instruments are tied
to this ratio.
There has been no significant change in the financial or trading position of the Group, and there has been no material
adverse change in the financial position or prospects of the Group, since 30 June 2016.
B.8
Selected key pro forma
Not applicable; no pro forma financial information has been included.
financial information
B.9
Profit forecast
Not applicable; Rabobank has not issued a profit forecast.
B.10
Historical audit report
Not applicable; there are no qualifications in the independent auditor's report
qualifications
on the Audited Consolidated Financial Statements.
B.11
Explanation if
Not applicable; in the opinion of the Group, its working capital is sufficient for its
insufficient working
present requirements, that is for at least 12 months following the date of the
capital
Prospectus. The Group currently complies with the applicable own funds and
liquidity requirements as set out in Directive 2013/36/EU of the European
Parliament and the Council of 26 June 2013 on the access to the activity of credit
institutions and the prudential supervision of credit institutions and investment
firms ("CRD IV Directive"), as implemented in the FMSA, and Regulation
575/2013 of the European Parliament and the Council of 26 June 2013 on
prudential requirements for credit institutions and investment firms ("CRR").
Section C ­ Securities
C.1
Type and class, security
Rabobank Participations are registered participation rights issued by Rabobank
identification number
pursuant to Article 47 of the Rabobank Articles. Pursuant to the Stichting
Articles and the Terms and Conditions, Stichting AK Rabobank issues
Rabobank Certificates for the Rabobank Participations it acquires from
Rabobank and manages by way of administration (ten titel van beheer).
Stichting AK Rabobank issues one Rabobank Certificate for each Rabobank
Participation it acquires. The Rabobank Certificates are, and the Offer
Certificates are expected to be, listed on Euronext in Amsterdam, a regulated
market of Euronext Amsterdam N.V. ("Euronext Amsterdam"), with ISIN
code XS1002121454 and common code 100212145.
The resolution to issue any new Rabobank Participations will be adopted by the
Executive Board of Rabobank subject to the consent of the Supervisory Board.
If new Rabobank Participations are issued at a nominal value of 25.00, they
will form part of the same class as the current outstanding Rabobank
Participations, unless the Executive Board of Rabobank determines at the time
of issue that they will constitute a separate class of Rabobank Participations. If
Rabobank Participations are issued at a nominal value that is different from that
of Rabobank Participations already issued, the newly-issued Rabobank
Participations will constitute a different class. No participation receipts
(participatiebewijzen) will be issued for any newly-issued Rabobank
Participations. When new Rabobank Participations and Rabobank Certificates
6




are issued, the competent supervisory authorities evaluate whether these meet
the criteria for Common Equity Tier 1 instruments within the meaning of the
CRR. Rabobank is only permitted to classify the issued instruments as Common
Equity Tier 1 instruments within the meaning of the CRR after having received
permission from the competent supervisory authorities to do so.
C.2
Currency
The Rabobank Participations are denominated in euro. The Rabobank
Certificates are, and the Offer Certificates will be, denominated in and trade in
euro.
C.3
Number of Rabobank
As at the date of the Prospectus, 237,961,365 Rabobank Participations, with a
Participations and
nominal value of 25.00 each, and 237,961,365 Rabobank Certificates with a
Rabobank Certificates
nominal amount of 25.00 each, are issued and outstanding. The Rabobank
and nominal value
Participations have been paid in full.
C.4
Rights attached to the
Rabobank Certificates
Rabobank Participations
As the Rabobank Certificates are derived from the Rabobank Participations (as
and Rabobank
described in Element C.1 above), the features of the Rabobank Participations
Certificates
and the rights of the holders of the Rabobank Participations, particularly any
rights to payments, extend to the Rabobank Certificates and the rights of the
holders of the Rabobank Certificates, respectively.
Term

The Rabobank Certificates are perpetual and have no fixed maturity date.
Ranking
The Offer Certificates will, upon issue, rank equally in all respects amongst
themselves and with the existing Rabobank Certificates.
Payments
Stichting AK Rabobank will distribute any payments received by it on the
Rabobank Participations to the Listing and Amsterdam Paying Agent for the
account of the nominee of the Common Depositary who will distribute the
relevant amounts to Euroclear Bank S.A/N.V. ("Euroclear") and Clearstream
Banking, société anonyme ("Clearstream") for their participants in accordance
with Euroclear and Clearstream's customary procedures. Each such payment
will be made to, or to the order of, the person whose name is entered on the
register at the close of business on the record date, which will be the Clearing
System Business Day immediately prior to the date of payment, where
"Clearing System Business Day" means Monday to Friday inclusive, except
for 25 December and 1 January. The participants of Euroclear and Clearstream
will thereafter credit the accounts of the ultimate holders of Rabobank
Certificates in accordance with their customary procedures. Any claim for
payment of distributions in respect of the Rabobank Certificates will become
due in the same amount and on the same dates as payments of distributions on
the underlying Rabobank Participations. Stichting AK Rabobank will instruct
payments of distributions on the Rabobank Certificates upon receipt of the
distributions on the underlying Rabobank Participations.
Voting rights
The Rabobank Certificates do not confer upon holders the right to vote at a
meeting of the General Members' Council of Rabobank, nor do they confer the
right to attend any such meeting of the General Members' Council of Rabobank.
They do, however, confer the right to vote at the meeting of holders of
Rabobank Certificates. A meeting of holders of Rabobank Certificates will be
held each year within six months after the end of the financial year of Rabobank.
At this meeting, Stichting AK Rabobank will give a presentation summarising
the report given to it by Rabobank regarding its management during the last
financial year and, in particular, its policy regarding the distributions on the
Rabobank Participations. Stichting AK Rabobank may furthermore convene a
meeting of holders of Rabobank Certificates as frequently as it considers to be
necessary or desirable.
Amendment of the Terms and Conditions
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