Bond Rabbobank 0.01% ( XS2264087110 ) in EUR

Issuer Rabbobank
Market price 100 %  ⇌ 
Country  Netherlands
ISIN code  XS2264087110 ( in EUR )
Interest rate 0.01% per year ( payment 1 time a year)
Maturity 27/11/2040 - Bond has expired



Prospectus brochure of the bond Rabobank XS2264087110 in EUR 0.01%, 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 XS2264087110, pays a coupon of 0.01% per year.
The coupons are paid 1 time per year and the Bond maturity is 27/11/2040










COÖPERATIEVE RABOBANK U.A.
(incorporated in the Netherlands with its statutory seat in Amsterdam
and registered in the Commercial Register of the Chamber of Commerce under number 30046259)

25,000,000,000 Covered Bond Programme
guaranteed as to payments of interest and principal by

RABO COVERED BOND COMPANY B.V.
(incorporated in the Netherlands with its statutory seat in Amsterdam and registered in the Commercial Register
of the Chamber of Commerce under number 67959687)

This Base Prospectus has been approved by the Stichting Autoriteit Financiële Markten ("AFM") as competent
authority under the Prospectus Regulation for a period of 12 months from the date of this Base Prospectus (such
date, the "2021 Programme Date"). 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 the Issuer that is the subject of this Base Prospectus nor as an
endorsement of the quality of any Covered Bonds (as defined below) that are the subject of this Base Prospectus.
Investors should make their own assessment as to the suitability of investing in the Covered Bonds. This Base
Prospectus will be published in electronic form on https://www.rabobank.com/en/investors/funding/funding-
programmes/rabobank-eur-25-billion-covered-bonds-programme.html


This Base Prospectus shall be valid for use only by the Issuer or others who have obtained the Issuer's
consent for a period of up to 12 months after its approval by the AFM and shall expire on 18 May 2022,
at the latest. The obligation to supplement this Base Prospectus, in the event of significant new
factors, material mistakes or material inaccuracies only, shall cease to apply upon the expiry of the
validity period of this Base Prospectus.


Under this 25,000,000,000 covered bond programme (the "Programme"), Coöperatieve Rabobank U.A. (the
"Issuer" or "Rabobank") may from time to time issue covered bonds with an extendable maturity date in global or
definitive form and in bearer or registered form (the "Covered Bonds") denominated in any currency agreed
between the Issuer and the relevant Dealer(s).

Rabo Covered Bond Company B.V. (the "CBC") will as an independent obligation irrevocably undertake to pay
scheduled interest and scheduled principal payable under the Covered Bonds pursuant to a guarantee issued
under the Trust Deed and will pledge to Stichting Security Trustee Rabo Covered Bond Company (the "Trustee")
the Transferred Assets and certain other assets as security therefor. Recourse against the CBC under its
guarantee will be limited to the Transferred Assets and such other assets of the CBC.

The aggregate nominal amount of all Covered Bonds from time to time outstanding under the Programme will not
exceed 25,000,000,000 (or its equivalent in other currencies calculated as described in the Programme
Agreement described herein), subject to any increase as described herein.

The Covered Bonds may be issued on a continuing basis to purchasers thereof, which may include any dealer or
dealers, including any affiliates of the Issuer, appointed under the Programme from time to time by the Issuer
(each a "Dealer" and together the "Dealers"). Such appointment may be for a specific issue or on an ongoing
basis. The Dealer or Dealers who (intend to) subscribe an issue of any Covered Bonds is or are (as the case may
be) collectively referred to as the "relevant Dealers" in respect of those Covered Bonds.

1
50115258 M 31985120 / 4



The minimum denomination of Covered Bonds offered by the Issuer will be (i) such denomination as may be
allowed or required from time to time by the relevant central bank or regulatory authority (or equivalent body) or
any laws or regulations applicable to the relevant Specified Currency (as defined below) and (ii) in respect of
Covered Bonds which will be offered to the public within a member state of the European Economic Area for
which the Issuer will seek their admission to trading on a regulated market situated or operating within such a
member state, in each case in circumstances which would require the approval of a prospectus under Regulation
(EU) 2017/1129 (as amended, the "Prospectus Regulation"), 100,000 (or its equivalent in any other currency
at the date of issue of the Covered Bonds).

Application may be made for Covered Bonds issued under the Programme to be admitted to listing on (i)
Euronext in Amsterdam ("Euronext Amsterdam"), (ii) the official list of the Luxembourg Stock Exchange (the
"Luxembourg Stock Exchange Official List") and admitted to trading on the regulated market of the
Luxembourg Stock Exchange (the "Luxembourg Stock Exchange") or (iii) such other or further stock
exchange(s) or market as may be agreed between the Issuer, the CBC, the Trustee and the relevant Dealer or
Dealers. Each of Euronext Amsterdam and the Luxembourg Stock Exchange Official List is a regulated market for
the purposes of Directive 2014/65/EU (as amended, "EU MiFID II"). The Issuer may also issue unlisted and/or
privately placed Covered Bonds. The relevant final terms to this Base Prospectus (the "Final Terms") in respect
of the issue of any Covered Bonds will specify whether such Covered Bonds will be listed on Euronext
Amsterdam or the Luxembourg Stock Exchange Official List (or any other stock exchange) or whether the
Covered Bonds will be unlisted. References in this Base Prospectus to Covered Bonds being "listed" (and all
related references) shall mean that such Covered Bonds have been admitted to trading and have been listed on
Euronext Amsterdam, the Luxembourg Stock Exchange Official List and the regulated market of the Luxembourg
Stock Exchange or such other or further stock exchange(s) or market which may be agreed between the Issuer,
the CBC, any Dealer and the Trustee.

Notice of the aggregate nominal amount of the relevant Covered Bonds, interest (if any) payable in respect of
such Covered Bonds, the issue price of such Covered Bonds and any other terms and conditions not contained
herein which are applicable to each Tranche (as defined under section 1.3 (Terms and Conditions of Covered
Bonds) below) of such Covered Bonds will be set out in the Final Terms substantially in the form as set out herein,
which, with respect to such Covered Bonds to be listed on Euronext Amsterdam, the Luxembourg Stock
Exchange Official List or on such other or further stock exchange(s) or market(s) as may be agreed and specified
in the applicable Final Terms, will be delivered to Euronext Amsterdam, the Luxembourg Stock Exchange or on
such other or further stock exchange(s) or market(s) on or before the date of issue of such Tranche.

The Issuer and the CBC may agree with any Dealer and the Trustee that Covered Bonds will be issued in a form
not contemplated by the Conditions of the Covered Bonds set out herein, in which event a supplement, if
appropriate, will be made available which will describe the effect of the agreement reached in relation to such
Covered Bonds.

The Covered Bonds of each Tranche shall be either in bearer form or in registered form. Bearer Covered Bonds
will (unless otherwise specified in the applicable Final Terms) initially be represented by a Global Covered Bond.
Global Covered Bonds will be deposited on or about the issue date thereof either (a) with a common safekeeper
of Euroclear Bank SA/NV as operator of the Euroclear System ("Euroclear") and/or Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"), (b) with Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.
("Euroclear Netherlands") and/or (c) with a depositary for any other agreed clearing system. Registered Covered
Bonds will either be issued (i) to each holder by way of a Registered Covered Bonds Deed or (ii) in respect of any
Series which contains one or more Tranches offered or sold in reliance on Rule 144A, by way of a Registered
Global Covered Bond certificate (all as defined herein). See section 1.1 (Form of Covered Bonds) below.

The Covered Bonds are expected on issue to be assigned an Aaa rating by Moody's France SAS ("Moody's"). 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 (as defined in section 2 (Asset Backed
Guarantee) below). Moody's is established in the European Economic Area and registered under the Regulation
(EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating
agencies, as amended (the "CRA Regulation"). Where a Tranche of Covered Bonds is rated, the applicable
rating(s) will be specified in the relevant Final Terms. Whether or not a rating in relation to any Tranche of
Covered Bonds will be treated as having been issued in accordance with the CRA Regulation by a credit rating
agency established in the European Union and registered under the CRA Regulation or by a credit rating agency
2
50115258 M 31985120 / 4



outside the European Union of which the credit ratings assigned are endorsed by a credit rating agency
established in the European Union and registered in accordance with the CRA Regulation will be disclosed in the
relevant Final Terms.

This Base Prospectus is to be read in conjunction with any supplement hereto, any Final Terms and with all
documents which are deemed to be incorporated in it by reference (see section E.1 (Incorporation by reference)
below). This Base Prospectus shall be read and construed on the basis that such documents are incorporated
into, and form part of, this Base Prospectus. Capitalised terms used herein will have the meaning ascribed thereto
in section 9 (Glossary of Defined Terms). Capitalised terms which are used but not defined in section 9 (Glossary
of Defined Terms) of this Base Prospectus, will have the meaning attributed thereto in any other section of this
Base Prospectus.

Investing in Covered Bonds issued under the Programme involves certain risks. The principal risk factors that
may affect the abilities of the Issuer and the CBC to fulfil their respective obligations under the Covered Bonds as
well the principal risk factors associated with the Covered Bonds themselves are discussed under section B (Risk
Factors) below.

This Base Prospectus supersedes and replaces the base prospectus dated 28 May 2020 in respect of a
25,000,000,000 Covered Bond programme (which was supplemented on 13 August 2020 and 12 February
2021).

Arranger and Dealer for the Programme
Rabobank

The date of this Base Prospectus is 18 May 2021.


3
50115258 M 31985120 / 4




CONTENTS

Page
A.
KEY FEATURES OF THE PROGRAMME .................................................................................... 6
B.
RISK FACTORS ........................................................................................................................... 19
B.1 RISK FACTORS REGARDING THE ISSUER .................................................................. 19
B.2 RISK FACTORS REGARDING THE COVERED BONDS ............................................... 32
B.3 RISK FACTORS REGARDING THE GUARANTOR AND THE GUARANTEE ................ 43
B.4 RISK FACTORS REGARDING THE TRANSFERRED RECEIVABLES, SECURITY
RIGHTS, BENEFICIARIES RIGHTS AND SET-OFF ....................................................... 49
B.5 RISK FACTORS REGARDING SWAPS .......................................................................... 67
C.
IMPORTANT NOTICES ............................................................................................................... 70
D.
STRUCTURE DIAGRAM; PRINCIPAL TRANSACTION PARTIES ............................................. 74
D.1 STRUCTURE DIAGRAM .................................................................................................. 74
D.2 PRINCIPAL TRANSACTION PARTIES ............................................................................ 75
E.
INCORPORATION BY REFERENCE; DEFINITIONS & INTERPRETATION; FINAL TERMS
AND DRAWDOWN PROSPECTUSES; OTHER IMPORTANT INFORMATION ........................ 76
E.1 INCORPORATION BY REFERENCE .............................................................................. 76
E.2 SUPPLEMENTARY PROSPECTUS ................................................................................ 77
E.3 DEFINITIONS & INTERPRETATION ............................................................................... 77
E.4 FINAL TERMS AND DRAWDOWN PROSPECTUSES ................................................... 78
E.5 OTHER IMPORTANT INFORMATION ............................................................................. 78
F.
RABOBANK GROUP ................................................................................................................... 80
F.1 DESCRIPTION OF BUSINESS OF RABOBANK GROUP ............................................... 80
F.2 STRUCTURE AND GOVERNANCE OF RABOBANK GROUP ....................................... 88
F.3 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ........................................................................................... 91
F.4 SELECTED FINANCIAL INFORMATION ....................................................................... 119
F.5 RISK MANAGEMENT ..................................................................................................... 122
F.6 GOVERNANCE OF RABOBANK GROUP ..................................................................... 129
F.7 REGULATION OF RABOBANK GROUP ....................................................................... 136
F.8 CAPITALISATION AND INDEBTEDNESS OF RABOBANK GROUP ........................... 146
1.
COVERED BONDS .................................................................................................................... 148
1.1
FORM OF COVERED BONDS ....................................................................................... 148
1.2
FORM OF FINAL TERMS............................................................................................... 151
1.3
TERMS AND CONDITIONS OF COVERED BONDS .................................................... 167
1.4
TAXATION IN THE NETHERLANDS ............................................................................. 222
1.5
SUBSCRIPTION AND SALE .......................................................................................... 226
1.6
TRUSTEE ....................................................................................................................... 230
1.7
USE OF PROCEEDS ..................................................................................................... 231
1.8
DESCRIPTION OF THE DUTCH COVERED BOND LEGISLATION AND COMPLIANCE
WITH UCITS AND/OR CAPITAL REQUIREMENTS DIRECTIVE ................................. 232
1.9
CREDIT RATINGS .......................................................................................................... 234
2.
ASSET-BACKED GUARANTEE ................................................................................................ 236
2.1
GUARANTEE .................................................................................................................. 236
4
50115258 M 31985120 / 4



2.2
SECURITY ...................................................................................................................... 238
2.3
CBC................................................................................................................................. 239
3.
GUARANTEE SUPPORT .......................................................................................................... 241
3.1
TRANSFERS .................................................................................................................. 241
3.2
RETRANSFERS ............................................................................................................. 245
3.3
ELIGIBLE ASSETS ......................................................................................................... 246
3.4
OVERVIEW OF THE DUTCH RESIDENTIAL MORTGAGE MARKET .......................... 253
3.5
NHG GUARANTEE PROGRAMME ............................................................................... 253
3.6
ORIGINATORS ............................................................................................................... 261
3.7
SUB-PARTICIPATION .................................................................................................... 267
4.
ASSET MONITORING ............................................................................................................... 270
4.1
ASSET COVER TEST .................................................................................................... 270
4.2
AMORTISATION TEST .................................................................................................. 275
4.3
SALE OR REFINANCING OF SELECTED ASSETS ..................................................... 278
4.4
ASSET MONITOR .......................................................................................................... 280
5.
SERVICING AND CUSTODY .................................................................................................... 282
5.1
SERVICING .................................................................................................................... 282
5.2
SERVICERS ................................................................................................................... 284
5.3
CUSTODY ...................................................................................................................... 285
6.
SWAPS ...................................................................................................................................... 286
6.1
PORTFOLIO SWAP ........................................................................................................ 288
6.2
INTEREST RATE SWAPS ............................................................................................. 289
6.3
STRUCTURED SWAPS ................................................................................................. 290
7.
CASH FLOWS ........................................................................................................................... 291
7.1
LEDGERS ....................................................................................................................... 295
7.2
POST-NOTICE-TO-PAY PRIORITY OF PAYMENTS .................................................... 298
7.3
POST-CBC-ACCELERATION-NOTICE PRIORITY OF PAYMENTS ............................ 301
7.4
CBC ACCOUNTS ........................................................................................................... 303
8.
GENERAL INFORMATION ........................................................................................................ 304
9.
GLOSSARY OF DEFINED TERMS ........................................................................................... 308
1.
COVERED BONDS .................................................................................................................... 148
2.
ASSET-BACKED GUARANTEE ................................................................................................ 236
3.
GUARANTEE SUPPORT .......................................................................................................... 241
4.
ASSET MONITORING ............................................................................................................... 270
5.
SERVICING AND CUSTODY .................................................................................................... 282
6.
SWAPS ...................................................................................................................................... 286
7.
CASH FLOWS ........................................................................................................................... 291
8.
GENERAL INFORMATION ........................................................................................................ 304
9.
GLOSSARY OF DEFINED TERMS ........................................................................................... 308


5
50115258 M 31985120 / 4



A. KEY FEATURES OF THE PROGRAMME
The following description of the key features of the Programme does not purport to be complete and is taken from,
and is qualified in all respects by (a) the remainder of this Base Prospectus (including any future supplements
thereto) and the information incorporated by reference herein (as defined in section E.1 (Incorporation by
Reference) below), (b) in relation to the terms and conditions of any particular Tranche of Covered Bonds, the
applicable Final Terms and (c) in relation to the terms and conditions of any particular Transaction Document, the
applicable Transaction Document.

Any decision to invest in the Covered Bonds should be based on a consideration of this Base Prospectus as a
whole, including any amendment and supplement hereto and the documents incorporated herein by reference.

Words and expressions defined elsewhere in this Base Prospectus shall have the same meaning in this
description. An index of certain defined terms is contained at the end of this Base Prospectus.

The following description of the key features of the Programme is not a summary as referred to in Article 7 of the
Prospectus Regulation.

1.
COVERED BONDS
Issuer:
Coöperatieve Rabobank U.A., a cooperative with excluded liability (coöperatie
met uitgesloten aansprakelijkheid) incorporated under the laws of the
Netherlands, having its statutory seat (statutaire zetel) at Amsterdam, the
Netherlands and its registered and head office at Croeselaan 18, 3521 CB
Utrecht, the Netherlands and registered with the Commercial Register of the
Chamber of Commerce under number 30046259. The Legal Entity Identifier
(LEI) code of the Issuer is DG3RU1DBUFHT4ZF9WN62. Further information on
the Issuer can be found in section F (Rabobank Group) below.
Guarantor:
Rabo Covered Bond Company B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) incorporated under the
laws of the Netherlands, having its statutory seat (statutaire zetel) at
Amsterdam, the Netherlands and its registered office at Prins Bernhardplein
200, 1097 JB Amsterdam, the Netherlands and registered with the Commercial
Register of the Chamber of Commerce under number 67959687. The Legal
Entity Identifier (LEI) code of the CBC is 724500XGXEWE59EU0D81. Further
information on the Guarantor can be found in section 2.3 (CBC) below.
Risk factors:
There are certain factors that may affect the Issuer's and/or CBC's ability to fulfil
its obligations under Covered Bonds issued under the Programme or the
Guarantee, as the case may be, that are specific to the Issuer, the Covered
Bonds and/or the Guarantee and which are material for taking an informed
investment decision. These are set out in section B (Risk Factors) and include,
amongst other things, the fact that the Issuer's and/or the CBC's results and the
performance of the Covered Bonds can be adversely affected by (i) general
economic conditions and other business conditions, (ii) competition, (iii)
regulatory change, (iv) standard banking risks including changes in interest and
foreign exchange rates and (v) operational, credit, market, liquidity and legal
risk.

There are certain factors which are material for the purpose of assessing the
market risks and other risks associated with Covered Bonds issued under the
Programme. These include, amongst other things, risks related to (a) suitability
for investors, (b) the structure of a particular issue of Covered Bonds, (c) the
Guarantee, (d) the CBC, (e) the Covered Bonds generally, (f) the market
generally, (g) asset monitoring, (h) servicing and custody of assets, (i) legal and
6
50115258 M 31985120 / 4



tax risks, (j) underlying swaps (if any) and (k) Transferred Assets.

The following factors are set out below per category:
Risk factors regarding the Issuer
A.
Risks related to the Issuer's financial position;
B.
Risks related to the Issuer's business activities and industry;
C.
Legal and regulatory risk; and
D.
Taxation risk.

Risk factors regarding the Covered Bonds
A.
Risks related to the nature and structure of the Covered Bonds;
B.
Market and liquidity risks related to the Covered Bonds;
C.
Legal and regulatory risks related to the Covered Bonds;
D.
Risks related to benchmarks; and
E.
Tax risks related to the Covered Bonds.

Risk factors regarding the Guarantor and the Guarantee
Risk factors regarding the Transferred Receivables, Security Rights,
Beneficiary Rights and Set-off
A.
Risks related to the payments under the Transferred Receivables
transferred to the CBC;
B.
Risks related to the Property and other Security Rights;
C.
Risks related to the Beneficiary Rights; and
D.
Set-off risks and other defences that may affect the proceeds received
under the Transferred Receivables.

Risk factors regarding Swaps
See section B (Risk Factors) below.
Programme description:
Programme for the issue of Covered Bonds by the Issuer to Covered
Bondholders on each Issue Date.
Programme size:
Up to 25,000,000,000 (or its equivalent in other currencies calculated as
described in the Programme Agreement) of Covered Bonds outstanding at any
time. The Issuer may increase the amount of the Programme in accordance
with the terms of the Programme Agreement.
Distribution:
Covered Bonds may be distributed (i) outside the United States to persons other
than U.S. persons (as such terms are defined in Regulation S under the
Securities Act) or (ii) within the United States to "qualified institutional buyers"
within the meaning of, and in reliance on, Rule 144A under the Securities Act or
another available exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act, and in each case on a
syndicated or non-syndicated basis.
Selling restrictions:
There are selling restrictions in relation to the United States, the European
Economic Area (including the Netherlands, Italy, Luxembourg and Belgium), the
United Kingdom and Japan. Other restrictions may apply in connection with the
offering and sale of a particular Tranche or Series. See section 1.5
(Subscription and Sale) below.
Specified Currencies:
Subject to any applicable legal or regulatory restrictions, such currencies as
may be agreed between the Issuer and the relevant Dealer(s) (as set out in the
7
50115258 M 31985120 / 4



applicable Final Terms).
Certain restrictions:
Each issue of Covered Bonds denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting requirements
apply will only be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements from time to time
including the restrictions applicable as at the 2021 Programme Date.
Maturities:
Such maturities as set forth in the applicable Final Terms, subject to such
minimum or maximum maturities as may be allowed or required from time to
time by the relevant central bank or regulatory authority (or equivalent body) or
any laws or regulations applicable to the Issuer or the relevant Specified
Currency (as defined in the applicable Final Terms) subject to a maximum
maturity for each Series of 45 years.
Amortisation:
All Covered Bonds will have soft bullet maturities (allowing payment by the CBC
of Guaranteed Final Redemption Amounts to be extended to the relevant
Extended Due for Payment Date).
Issue Price:
Covered Bonds shall be issued on a fully-paid basis and at an issue price which
is at par or at a discount to, or premium over, par.
Interest Payment Dates:
Interest in respect of Covered Bonds (other than Zero Coupon Covered Bonds)
shall be payable on the Covered Bonds of each Series on the Interest Payment
Dates agreed by the Issuer and the relevant Dealer or Dealers and up to and
including the Final Maturity Date or Extended Due for Payment Date (if
applicable), as specified in and subject to the applicable Final Terms. Interest
shall be payable monthly, bi-monthly, quarterly, semi-annually, annually or upon
redemption of the relevant Covered Bonds, or such other date provided for in
the applicable Final Terms.
Form of Covered Bonds:
Each Covered Bond will be issued in bearer form or in registered form.
Registered Covered Bonds will not be exchangeable for Bearer Covered Bonds.

Each Tranche of Bearer Covered Bonds will (unless otherwise specified in the
applicable Final Terms) initially be represented by a Temporary Global Covered
Bond. Each Temporary Global Covered Bond (i) which is intended to be issued
in NGN form will be deposited on or around the relevant Issue Date with a
common safekeeper for Euroclear and/or Clearstream, Luxembourg or (ii) which
is not intended to be issued in NGN form may be deposited on or around the
relevant Issue Date with (a) Euroclear Netherlands or (b) with (a depositary for)
any other agreed clearing system. A Temporary Global Covered Bond will be
exchangeable as described therein for a Permanent Global Covered Bond.

A Permanent Global Covered Bond is exchangeable for Definitive Covered
Bonds only upon the occurrence of an Exchange Event, all as described in
section 1.1 (Form of Covered Bonds) below, in accordance with the terms of the
Permanent Global Covered Bond. Any interest in a Global Covered Bond will be
transferable only in accordance with the rules and procedures for the time being
of (i) Euroclear, Clearstream, Luxembourg or (ii) Euroclear Netherlands, and/or
(iii) any other agreed clearing system, as appropriate. See section 1.1 (Form of
Covered Bonds) below.

Upon the occurrence of an Exchange Event, in the case of Bearer Covered
Bonds, the relevant Permanent Global Covered Bond will become
exchangeable for Definitive Covered Bonds or, in the case of Registered
Covered Bonds, the relevant Registered Global Covered Bond will become
exchangeable for Registered Definitive Covered Bonds, except that in each
case a Covered Bond which is held through Euroclear Netherlands shall only be
8
50115258 M 31985120 / 4



exchangeable within the limited circumstances described in the Wge and such
exchange will be made in accordance with the Wge and with the terms and
conditions of Euroclear Netherlands and its operational documents. If any
Permanent Global Covered Bond or, as the case may be, Registered Global
Covered Bond is not duly exchanged, the terms of such Permanent Global
Covered Bond or Registered Global Covered Bond, as the case may be, will
provide a mechanism for relevant account holders with Euroclear, Clearstream,
Luxembourg, Euroclear Netherlands or DTC and/or any other agreed clearing
system(s) to whose securities account(s) with such clearing system(s) the
beneficial interests in such Permanent Global Covered Bond or Registered
Global Covered Bond, as the case may be, are credited to be able to enforce
rights directly against the Issuer.

Registered Covered Bonds will (unless otherwise specified in the applicable
Final Terms) be either issued (i) to each holder by way of a Registered Covered
Bonds Deed or (ii) with respect to any Series which contain one or more
Tranches of Covered Bonds being offered or sold in reliance on Rule 144A, in
the form of a Registered Global Covered Bond certificate.
Fixed Rate Covered Bonds:
Fixed Rate Covered Bonds will bear interest at a fixed rate, payable on such
date or dates as set forth in the applicable Final Terms and on redemption and
will be calculated on the basis of such Day Count Fraction as set forth in the
applicable Final Terms.
Floating Rate Covered
Floating Rate Covered Bonds will bear interest at a rate determined, as
Bonds:
specified in the applicable Final Terms, being either:

(a)
on the same basis as the floating rate under a notional interest-rate
swap transaction in the relevant Specified Currency governed by an
agreement incorporating the 2006 ISDA Definitions (as published by
the International Swaps and Derivatives Association, Inc., and as
amended and updated as at the Issue Date of the first Tranche of the
Covered Bonds of the relevant Series); or

(b)
on the basis of a reference rate appearing on the agreed screen page
of a commercial quotation service.

The margin (if any) relating to such floating rate will be specified in the
applicable Final Terms.
Other provisions in relation
Floating Rate Covered Bonds may also have a Cap, a Floor or both. Interest on
to Floating Rate Covered
Floating Rate Covered Bonds in respect of each Interest Period, as agreed prior
Bonds:
to issue by the Issuer and the relevant Dealer or Dealers, will be payable on
such Interest Payment Dates, and will be calculated on the basis of such Day
Count Fraction, as set forth in the applicable Final Terms.
Interest Rate after Final
If the Covered Bonds are not redeemed on the Final Maturity Date, interest on
Maturity Date:
the Covered Bonds will switch to a fixed rate of interest payable monthly in
arrear or to a floating rate of interest payable monthly in arrear at a rate set out
in the applicable Final Terms.
Zero Coupon Covered
Zero Coupon Covered Bonds may be offered and sold at a discount to their
Bonds:
nominal amount and will not bear interest except in the case of late payment.
Redemption:
The applicable Final Terms will indicate either that (a) the relevant Covered
Bonds cannot be redeemed prior to their stated maturity (other than in specified
events, if applicable, or for taxation reasons or following an Issuer Event of
Default or a CBC Event of Default) or (b) such Covered Bonds will be
redeemable at the option of the Issuer upon giving notice to the Covered
9
50115258 M 31985120 / 4



Bondholders, on a date or dates specified prior to such stated maturity and at a
price or prices and on such other terms as may be agreed between the Issuer
and the relevant Dealer or Dealers (as set out in the applicable Final Terms).
Denomination of Covered
Covered Bonds will be issued in such denominations as may be agreed
Bonds:
between the Issuer and the relevant Dealer or Dealers and as specified in the
applicable Final Terms save that (i) the minimum denomination of each Covered
Bond will be such as may be allowed or required from time to time by the
relevant central bank or regulatory authority (or equivalent body) or any laws or
regulations applicable to the relevant Specified Currency and (ii) the minimum
denomination of each Covered Bond which will be offered to the public within a
member state of the EEA or which will be admitted to trading on a regulated
market situated or operating within such a member state, in each case in
circumstances which would require the approval of a prospectus under the
Prospectus Regulation, will be at least 100,000 (or its equivalent in any other
currency at the date of issue of the Covered Bonds).
Taxation:
All payments in respect of the Covered Bonds will be made without withholding
or deduction of taxes imposed by any Tax Jurisdiction, unless required by law.
In the event that any such withholding or deduction is required by law, the
Issuer will make the required withholding or deduction and, save in certain
circumstances as provided in Condition 7 (Taxation), be required to pay
additional amounts to cover the amounts so withheld or deducted or, if the
Issuer elects, it may redeem the Series affected. The CBC will not be required
or liable to pay any such additional amounts under the Guarantee.
FATCA Withholding:
The Issuer and the CBC shall be permitted to withhold or deduct any amounts
required pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue
Code 1986 (as amended), any regulations or agreements thereunder, any
official interpretations thereof or any law implementing an intergovernmental
agreement thereto (FATCA Withholding). The Issuer and the CBC will have no
obligation to pay additional amounts or otherwise indemnify an investor for any
such FATCA Withholding deducted or withheld by the Issuer, the CBC, a Paying
Agent, the Registrar or any other party.
Default:
None of the Covered Bonds will accelerate automatically on an Issuer Event of
Default or a CBC Event of Default. All Covered Bonds will accelerate following a
failure to pay (subject to applicable grace periods) by the Issuer or the CBC in
respect of any Series (or any other Issuer Event of Default or CBC Event of
Default) if (a) the Trustee exercises its discretion to accelerate or (b) the Trustee
accelerates following an instruction to accelerate by a Programme Resolution.
Use of Proceeds:
The net proceeds from each issue of Covered Bonds will be used by the Issuer
for (i) its general corporate purposes or (ii) such other purposes as further
specified in the Final Terms. The Issuer may issue Covered Bonds under the
Programme where the use of proceeds is specified in the applicable Final
Terms to be for the financing and/or refinancing of mortgage loans for Green
Buildings, in accordance with certain prescribed eligibility criteria as in such
case shall be set out in item 4(i) of Part B (Reasons for the offer) of the
applicable Final Terms.
Status of the Covered
The Covered Bonds issued from time to time in accordance with the
Bonds:
Programme will constitute unsecured and unsubordinated obligations of the
Issuer, guaranteed by the Guarantee, and will rank pari passu without any
preference among themselves and at least pari passu with all other present and
future unsecured and unsubordinated obligations of the Issuer, save for any
obligations preferred by a mandatory operation of applicable law.
10
50115258 M 31985120 / 4


Document Outline