Bond Rabbobank 1.962% ( XS1208664786 ) in EUR

Issuer Rabbobank
Market price 100 %  ⇌ 
Country  Netherlands
ISIN code  XS1208664786 ( in EUR )
Interest rate 1.962% per year ( payment 1 time a year)
Maturity 01/04/2025 - Bond has expired



Prospectus brochure of the bond Rabobank XS1208664786 in EUR 1.962%, expired


Minimal amount /
Total amount /
Detailed description Rabobank is a Dutch cooperative bank with a strong international focus on the food and agribusiness sectors.

The Bond issued by Rabbobank ( Netherlands ) , in EUR, with the ISIN code XS1208664786, pays a coupon of 1.962% per year.
The coupons are paid 1 time per year and the Bond maturity is 01/04/2025







Rabobank Nederland
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in Amsterdam)
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) 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 Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Singapore Branch
(Singapore Company Registration Number S86FC3634A)
(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 Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) ("Rabobank
Nederland", the "Bank" or the "Issuer") may, through its head office or through its branches listed above, subject to compliance with all relevant laws, regulations and directives, from time to time, issue Global
Medium-Term Notes (the "Notes"). References herein to the "Issuer" shall mean Rabobank Nederland, whether issuing Notes through its head office or through its branches listed above.
The branches through which Rabobank Nederland may issue Notes are Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Australia Branch ("Rabobank Australia
Branch") and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) Singapore Branch ("Rabobank Singapore Branch"). The aggregate nominal amount of Notes outstanding will not
at any time exceed EUR 160,000,000,000 (or the equivalent in other currencies). The Programme is, and Notes issued under it may be, denominated in euro, which means the lawful currency of the member
states of the European Union ("Member States") that have adopted the single currency 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") in its capacity as competent authority under Dutch securities laws (as
defined below) to approve this Base Prospectus in connection with the issue by the Issuer of Fixed Rate 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 1(5) of Directive 93/22/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 Directive 2003/71/EC, as amended (the "Prospectus Directive"), whether or not
such Notes are listed and admitted to trading on any market; or
(b) either: (i) admitted to trading on Euronext Amsterdam N.V.'s Euronext in Amsterdam ("Euronext Amsterdam"); (ii) admitted to the official list of the Luxembourg Stock Exchange (the "Official List") and
admitted to trading on the regulated market of the Luxembourg Stock Exchange (the "Luxembourg Stock Exchange"); or (iii) admitted to trading on another regulated market as defined under Directive
2004/39/EC of the European Parliament and of the Council on markets in financial instruments (the "Markets in Financial Instruments Directive"),
such Notes hereinafter referred to as the "PD Notes". PD Notes may be issued in any denominations as agreed between the Issuer and the relevant Dealer(s), and any PD Notes which have a denomination of
less than EUR 100,000 (or its equivalent in any other currency) and do not otherwise fall within an exemption from the requirement to publish a prospectus under the Prospectus Directive are referred to
hereinafter as "Non-Exempt PD Notes".
This Base Prospectus is a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and the Dutch Financial Supervision Act (Wet op het financieel toezicht) and regulations
thereunder (together "Dutch securities laws") and has been approved by the AFM in its capacity as competent authority under Dutch securities laws, in accordance with the provisions of the Prospectus
Directive and Dutch securities laws on 7 May 2014, in relation to PD Notes only.
The Issuer may also issue (a) Money Market Instruments and (b) unlisted Notes and/or Notes not admitted to trading on any regulated market in the European Economic Area (where such Notes are,
in addition, issued with a minimum denomination of at least EUR 100,000 (or its equivalent in any other currency) or otherwise fall within an exemption from the requirement to publish a prospectus under the
Prospectus Directive, such Notes, together with Money Market 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 Official List (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 S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Notes in registered form will be
represented by registered certificates (each, a "Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes (as defined below) of one Series, and may be
represented by a Global Certificate (as defined below). Registered Notes issued in global form will be represented by registered global certificates ("Global Certificates"). If a Global Certificate is held under the
New Safekeeping Structure (the "NSS") the Global Certificate will be delivered on or prior to the original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream,
Luxembourg.
Global Notes in bearer form which are not issued in NGN form ("CGNs") and Global Certificates which are not held under the NSS will be deposited on the issue date of the relevant Tranche either
with (a) a common depositary for Euroclear and Clearstream, Luxembourg (the "Common Depositary") or (b) such other clearing system as agreed between the Issuer and the relevant Dealer. Interests in
temporary Global Notes will be exchangeable for interests in permanent global notes (each, a "permanent Global Note" and, together with the temporary Global Notes, the "Global Notes"), or, if so stated in
the relevant Final Terms, definitive Notes ("Definitive Notes"), after the date falling 40 days after the completion of the distribution of such Tranche upon certification as to non-U.S. beneficial ownership.
Interests in permanent Global Notes will be exchangeable for Definitive Notes in whole but not in part as described under "Summary of Provisions Relating to the Notes while in Global Form".
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes") and which are sold in an "offshore transaction" within the meaning of Regulation S ("Unrestricted Notes")
under the U.S. Securities Act of 1933 (the "Securities Act") will initially be represented by a permanent registered global certificate (each, an "Unrestricted Global Certificate"), without interest coupons, which
may be deposited on the issue date (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, Luxembourg, with the Common Depositary on behalf of Euroclear and
Clearstream, Luxembourg and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg, The Depository Trust
Company ("DTC") or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer.
Registered Notes issued by Rabobank Nederland which are sold in the United States to "qualified institutional buyers" within the meaning of Rule 144A ("Rule 144A") under the Securities Act
("Restricted Notes") will initially be represented by a permanent registered global certificate (each, a "Restricted Global Certificate" and, together with the "Unrestricted Global Certificate", the "Global
Certificates"), without interest coupons, which may be deposited on the issue date either with (a) the Common Depositary on behalf of Euroclear and Clearstream, Luxembourg or (b) a custodian for, and
registered in the name of Cede & Co. as nominee for, DTC.
Beneficial interests in Global Certificates held by Euroclear, Clearstream, Luxembourg and/or DTC will be shown on, and transfers thereof will be effected only through, records maintained by
Euroclear, Clearstream, Luxembourg and/or DTC and their participants. See "Clearing and Settlement". The provisions governing the exchange of interests in the Global Notes and in each Global Certificate are
described in "Summary of Provisions Relating to the Notes while in Global Form".
Senior long-term Notes issued under the Programme by Rabobank Nederland and Rabobank Singapore Branch are expected to be rated AA- by Fitch Ratings Limited ("Fitch") and Senior long-term
Notes issued under the Programme by Rabobank Australia Branch are expected to be rated AA- by Fitch Australia Pty Ltd. ("Fitch Australia"). Senior unsecured Notes issued under the programme are
expected to be rated Aa2 by Moody's Investors Service Ltd. ("Moody's") and Senior Notes with a maturity of one year or more are expected to be rated AA- by Standard & Poor's Credit Market Services Europe
Limited ("Standard & Poor's"). Each of Fitch, Moody's and Standard & Poor's 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 Senior long-term 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.
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 21 to 39.
This Base Prospectus supersedes and replaces the Base Prospectus dated 8 May 2013.

Arranger for the Programme
Credit Suisse
Dealers
Barclays
BofA Merrill Lynch
Citigroup
Credit Suisse
Daiwa Capital Markets Europe
Goldman Sachs International
HSBC
J.P. Morgan
Mizuho Securities
Morgan Stanley
Nomura
Rabobank International
RBC Capital Markets
TD Securities
UBS Investment Bank
The date of this Base Prospectus is 7 May 2014




This Base Prospectus has been prepared on the basis that, except to the extent sub-
paragraph (ii) below may apply, any offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member
State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of Notes.
Accordingly, any person making or intending to make an offer in that Relevant Member State of
Notes which are the subject of an offering contemplated in this Base Prospectus as completed by
Final Terms in relation to the offer of those Notes may only do so (i) in circumstances in which no
obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus
Directive, in each case, in relation to such offer, or (ii) in the circumstances described under
"Public Offers of Non-Exempt PD Notes in the European Economic Area" on pages 40 to 45.
Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
No person has been authorised to give any information or to make any representation
other than those contained in this Base Prospectus in connection with the issue or sale of the
Notes and, if given or made, such information or representation must not be relied upon as
having been authorised by the Issuer or any of the Dealers or the Arranger (as defined in
"General Description of the Programme"). Neither the delivery of this Base Prospectus nor any
sale made in connection herewith shall, under any circumstances, create any implication that
there has been no change in the affairs of the Issuer since the date hereof or the date upon which
this Base Prospectus has been most recently amended or supplemented or that there has been
no adverse change in the financial position of the Issuer since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that any other
information supplied in connection with the Programme is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the
same.
The Arranger and the Dealers (excluding Rabobank International) have not separately
verified the information contained in this Base Prospectus. None of the Dealers (excluding
Rabobank International) 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" in this Base Prospectus. 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,

2



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 Tranche. Any stabilisation action or overallotment must be conducted by the relevant
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in accordance
with all applicable laws and rules.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Dealers to subscribe for, or purchase, any Notes.
The distribution of this Base Prospectus and any Final Terms and the offering or sale of the
Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus or any Final Terms come are required by the Issuer, the Dealers and the Arranger to
inform themselves about and to observe any such restriction. The Notes have not been and will
not be registered under the Securities Act or with any securities regulatory authority of any State
or other jurisdiction of the United States and are being sold pursuant to an exemption from the
registration requirements of such Act. The Notes include Notes in bearer form that are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered or sold or, in
the case of Notes in bearer form, delivered within the United States or to, or for the account or
benefit of, U.S. persons as defined in Regulation S under the Securities Act ("Regulation S").
The Notes are being offered and sold outside the United States to non-U.S. persons in
reliance on Regulation S and (in the case of Restricted Notes issued by Rabobank Nederland)
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 and sales of Notes and on distribution of this Base Prospectus or any Final
Terms or any other offering material relating to the Notes, see "Plan of Distribution" and
"Transfer Restrictions".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange
Commission (the "SEC"), any State securities commission in the United States or any other U.S.
regulatory authority, nor have 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.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION
STATEMENT NOR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B
OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED ("RSA") WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON
IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B
IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT
AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY
OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
Rabobank Nederland has been granted an authority to carry on a banking business in
Australia pursuant to section 9 of the Banking Act 1959 (Cth) ("Banking Act") and is an

3



authorised deposit-taking institution ("ADI") within the meaning of the Banking Act. Notes issued
by Rabobank Nederland (including where it acts as Issuer through its Australian Branch) 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 Nederland
(including where it acts as Issuer through its Australian Branch or its Singapore Branch)
(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 (Cth) 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 and
other jurisdictions will also apply to the ranking of debts and other liabilities in a winding-up of
Rabobank Nederland. Rabobank Nederland does not make any representations as to whether the
Notes, or any of them, would constitute liabilities in Australia, under such statutory provisions.
All figures in this Base Prospectus have not been audited, unless stated otherwise. These
figures are internal figures of Rabobank Nederland or Rabobank Group.
Unless the context otherwise requires, references in this Base Prospectus to "Rabobank
Nederland", the "Bank" or the "Issuer" are to Coöperatieve Centrale Raiffeisen-Boerenleenbank
B.A. and references to "Rabobank Group" or "Rabobank" are to Rabobank Nederland and its
members, subsidiaries and affiliates. References herein to the "Issuer" shall mean Rabobank
Nederland, whether issuing Notes through its head office or through Rabobank Australia Branch
or Rabobank Singapore Branch.
Unless otherwise specified or the context otherwise requires, references to "U.S.$", "USD"
and "U.S. Dollars" are to the lawful currency of the United States of America, to "AUD" and
"Australian Dollars" are to the lawful currency of Australia, to "NZD" and "New Zealand Dollars"
are to the lawful currency of New Zealand, to "euro", "Euro", "EUR" and "" are to the lawful
currency of the member states of the European Union that have adopted the single currency in
accordance with the Treaty establishing the European Community, as amended by the Treaty on
the Functioning of the European Union, to "Sterling" or "£" are to the lawful currency of the
United Kingdom of Great Britain and Northern Ireland, to "¥", "JPY" and "yen" are to the lawful
currency of Japan and to "Renminbi", "RMB" and "CNY" are to the lawful currency of the PRC.
In this Base Prospectus, references to "PRC" are to the People's Republic of China which,
for the purpose of this Base Prospectus, shall exclude Hong Kong, the Macau Special
Administrative Region of the People's Republic of China and Taiwan. References to "Renminbi
Notes" are to Notes denominated in CNY or Renminbi deliverable in Hong Kong, Singapore and
Taiwan.
Your attention is drawn to the important information on pages 48 to 50.



4



TABLE OF CONTENTS
Page
SUMMARY OF THE PROGRAMME RELATING TO PD NOTES .............................................................. 7
RISK FACTORS ........................................................................................................................................ 21
PUBLIC OFFERS OF NON-EXEMPT PD NOTES IN THE EUROPEAN ECONOMIC AREA .................. 40
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 46
SUPPLEMENTARY PROSPECTUS ......................................................................................................... 47
IMPORTANT INFORMATION ................................................................................................................... 48
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................................ 51
TERMS AND CONDITIONS OF THE NOTES .......................................................................................... 59
1
Definitions ......................................................................................................................................... 60
2
Form, Denomination and Title ........................................................................................................... 78
3
Exchanges of Exchangeable Bearer Notes and transfers of Registered Notes ............................... 78
4
Status of Notes .................................................................................................................................. 80
5
Negative pledge ................................................................................................................................ 80
6
Interest and other calculations .......................................................................................................... 80
7
Redemption, Purchase and Options ................................................................................................. 95
8
Provisions Applicable to Equity Linked Notes ................................................................................. 102
9
Provisions applicable to Index Linked Notes................................................................................... 106
10 Provisions applicable to FX Linked Notes ....................................................................................... 110
11 Payments and Talons ..................................................................................................................... 125
12 Taxation .......................................................................................................................................... 133
13 Prescription ..................................................................................................................................... 134
14 Events of Default ............................................................................................................................. 135
15 Meeting of Noteholders, modifications and substitutions ................................................................ 135
16 Replacement of Notes, Certificates, Receipts, Coupons and Talons ............................................. 138
17 Further issues ................................................................................................................................. 139
18 Notices ............................................................................................................................................ 139
19 Governing Law and Jurisdiction ...................................................................................................... 139
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ...................... 141
USE OF PROCEEDS .............................................................................................................................. 150
CLEARING AND SETTLEMENT ............................................................................................................ 151

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DESCRIPTION OF BUSINESS OF RABOBANK GROUP ..................................................................... 155
RABOBANK GROUP STRUCTURE ....................................................................................................... 168
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................. 172
SELECTED FINANCIAL INFORMATION ............................................................................................... 199
RISK MANAGEMENT ............................................................................................................................. 203
GOVERNANCE OF RABOBANK GROUP ............................................................................................. 211
REGULATION OF RABOBANK GROUP ................................................................................................ 224
CAPITALISATION OF RABOBANK GROUP .......................................................................................... 236
RABOBANK AUSTRALIA BRANCH ....................................................................................................... 237
RABOBANK SINGAPORE BRANCH ...................................................................................................... 238
TAXATION .............................................................................................................................................. 239
EU Savings Directive .................................................................................................................... 239
Taxation in the Netherlands ......................................................................................................... 239
Taxation in Australia ..................................................................................................................... 241
Taxation in Singapore .................................................................................................................. 247
Taxation in Luxembourg ............................................................................................................... 251
Taxation in the United States ....................................................................................................... 252
Taxation in Austria ........................................................................................................................ 266
Taxation in Belgium ...................................................................................................................... 268
Taxation in Denmark .................................................................................................................... 271
Taxation in Finland ....................................................................................................................... 273
Taxation in France ........................................................................................................................ 273
Taxation in Germany .................................................................................................................... 274
Taxation in Ireland ........................................................................................................................ 275
Taxation in Italy ............................................................................................................................ 276
Taxation in Norway ....................................................................................................................... 282
Taxation in Portugal ..................................................................................................................... 283
Taxation in Sweden ...................................................................................................................... 286
Taxation in the United Kingdom ................................................................................................... 286
The Proposed Financial Transactions Tax ................................................................................... 287
TRANSFER RESTRICTIONS ................................................................................................................. 288
PLAN OF DISTRIBUTION ...................................................................................................................... 290
FORM OF FINAL TERMS WITH RESPECT TO PD NOTES ................................................................. 304
FORM OF FINAL TERMS WITH RESPECT TO EXEMPT NOTES ....................................................... 345
GENERAL INFORMATION ..................................................................................................................... 378


6



SUMMARY OF THE PROGRAMME RELATING TO PD NOTES

Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A ­ E (A.1 ­ E.7). This summary contains all the Elements required to be included
in a summary relating to the Notes and the Issuer. Because some Elements are not required to be
addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element
may be required to be inserted in the summary because of the nature of the Notes and the Issuer, it is
possible that no relevant information can be given regarding the Element. In this case, a short description
of the Element is included in the summary and marked as "Not applicable".
Section A ­ Introduction and warnings
A.1

This summary must be read as an introduction to this Base
Prospectus. Any decision to invest in the Notes should be based on a
consideration of the Base Prospectus as a whole, including any
documents incorporated by reference. Where a claim relating to the
information contained in this Base Prospectus is brought before a
court, the plaintiff may, under the national legislation of Member States
of the European Economic Area where the claim is brought, be
required to bear the costs of translating the Base Prospectus before
the legal proceedings are initiated. Civil liability attaches only to those
persons who have tabled the summary, including any translation
thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of this Base
Prospectus or it does not provide, when read together with the other
parts of this Base Prospectus, key information in order to aid investors
when considering whether to invest in the Notes.
A.2

In connection with any Public Offer of Non-Exempt PD Notes, the
Issuer accepts responsibility, in a Public Offer Jurisdiction, for the
content of this Base Prospectus under Article 6 of the Prospectus
Directive in relation to any person (an "Investor") to whom an offer of
any Non-Exempt PD Notes is made by any financial intermediary to
whom the Issuer has given its consent to use the Base Prospectus (an
"Authorised Offeror"), where the offer is made in compliance with all
conditions attached to the giving of the consent. Such consent and
conditions are described below under "Consent" and "Common
conditions to consent".
Consent:
Subject to the conditions set out below under "Common conditions to
consent":
(A)
the Issuer consents to the use of this Base Prospectus (as
supplemented as at the relevant time, if applicable) in
connection with a Public Offer of Non-Exempt PD Notes in a
Public Offer Jurisdiction by the relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised
Offeror in the relevant Final Terms; and
(ii) any financial intermediary appointed after the date of the
relevant Final Terms and whose name is published on the

7



Issuer's website (www.rabobank.com) and identified as an
Authorised Offeror in respect of the relevant Public Offer;
and
(B)
if (and only if) Part B of the relevant Final Terms specifies
"General Consent" as "Applicable", the Issuer hereby offers to
grant its consent to the use of this Base Prospectus (as
supplemented as at the relevant time, if applicable) in
connection with a Public Offer of Non-Exempt PD Notes in a
Public Offer Jurisdiction by any financial intermediary which
satisfies the following conditions:
(i)
it is authorised to make such offers under the applicable
legislation implementing the Markets in Financial
Instruments Directive; and
(ii) it accepts the Issuer's offer to grant consent to the use of
this Base Prospectus by publishing on its website a
statement that it agrees to use the Base Prospectus in
accordance with the Authorised Offeror Terms and subject
to the conditions to such consent.
Common conditions to consent:
The conditions to the Issuer's consent to use this Base Prospectus in
the context of the relevant Public Offer are (in addition to the conditions
described in paragraph (B) above if Part B of the relevant Final Terms
specifies "General Consent" as "Applicable") that such consent:
(a)
is only valid in respect of the relevant Tranche of Non-Exempt
PD Notes;
(b)
is only valid during the Offer Period specified in the relevant
Final Terms; and
(c)
only extends to the use of this Base Prospectus to make Public
Offers of the relevant Tranche of Non-Exempt PD Notes in the
Public Offer Jurisdictions, as specified in the relevant Final
Terms.
An investor intending to acquire or acquiring Notes in a Public Offer
from an Authorised Offeror other than the Issuer will do so, and offers
and sales of such Notes to an investor by such Authorised Offeror will
be made, in accordance with any terms and other arrangements in
place between such Authorised Offeror and such investor including as
to price, allocations, expenses and settlement arrangements.
Each investor must look to the relevant Authorised Offeror at the
time of any such Public Offer for the provision of information
regarding the terms and conditions of the Public Offer and the
Authorised Offeror will be solely responsible for such information.

Section B ­ Issuer
B.1
The legal and
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
commercial name of
Nederland), including issuing through:
the Issuer:
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
Nederland) Australia Branch

8



Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank
Nederland) Singapore Branch
The commercial name of the Issuer is "Rabobank".
B.2
The domicile and
The Issuer has its statutory seat in Amsterdam, is a cooperative entity
legal form of the
(coöperatie) and is registered with the Trade Register of the Chamber
Issuer, the
of Commerce in Utrecht, the Netherlands under number 30046259.
legislation under
The Issuer operates under the laws of the Netherlands.
which the Issuer
operates and its
country of
incorporation:
B.4b A description of any
Rabobank Group's results of operations are affected by a variety of
known trends
market conditions, including economic cycles, fluctuations in stock
affecting the Issuer
markets, interest rates and exchange rates, and increased competition.
and the industries in
A deterioration in economic conditions, or the Group's inability to
which it operates:
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.
The Issuer expects that the relatively low interest rate environment that
it faced in the recent past is likely to continue in 2014, with a
corresponding impact on Rabobank Group's results.
B.5
Description of the
Rabobank Group is an international financial services provider,
Issuer's Group and
operating on the basis of cooperative principles. Rabobank Group is
the Issuer's position
comprised of the Issuer as central institution, its members, being the
within the Group:
local Rabobanks in the Netherlands and its subsidiaries and
participations in the Netherlands and abroad.
B.9
Profit forecast or
Not Applicable. The Issuer has not made any public profit forecasts or
estimate:
profit estimates.
B.10
Qualifications in the
The independent auditor's report on the Issuer's audited financial
Auditors' report:
statements for the years ended 31 December 2012 and 31 December
2013 are unqualified.
B.12
Selected Financial
The following selected financial information is derived from and should
Information:
be read in conjunction with, Rabobank Group's audited consolidated
financial statements as at, and for the years ended, 31 December 2012
and 2013. Certain figures for the year ended 31 December 2012 have
been restated as a result of changes in accounting policies and
presentation.

Consolidated statement of financial position:

Year ended 31 December



2013
2012





(in millions of euros)

Assets:



Cash and cash equivalents ..........
43,039
68,103

9



Due from other banks ...................
40,844
35,386
Trading financial assets ................
5,289
6,387
Other financial assets at fair
value through profit or loss ...........
4,971
5,911
Derivative financial instruments ....
39,703
65,423
Loans to customers ......................
460,202
485,299
Available-for-sale financial assets
46,411
50,425
Investments in associates ............
3,629
3,649
Intangible assets ...........................
1,991
2,343
Property and equipment ...............
6,901
6,500
Investment properties ...................
1,073
1,489
Current tax assets ........................
190
597
Deferred tax assets ......................
1,911
960
Other assets .................................
8,805
9,763
Non-current assets held for sale
and discontinued operations .........
9,180
8,475
Total assets .................................
674,139
750,710


As at 31 December



2013
2012





(in millions of euros)

Liabilities:



Due to other banks .......................
15,496
27,059
Due to customers .........................
329,400
334,271
Debt securities in issue .................
195,361
223,336
Derivative financial instruments
and other trade liabilities ...............
50,171
74,800
Other debts ...................................
7,436
11,166
Other financial liabilities at fair
value through profit or loss ...........
19,069
24,091
Provisions .....................................
972
752
Current tax liabilities .....................
267
205
Deferred tax liabilities ...................
290
186
Subordinated debt ........................
7,815
5,407
Liabilities held for sale ..................
7,825
7,357
Total liabilities

634,102
708,630

Equity:




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