Obligation RaboBank 8.4% ( XS0703303262 ) en USD

RaboBank

100 % ⇌

Pays-bas

XS0703303262 ( en USD )

8.4% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Rabobank XS0703303262 en USD 8.4%, échéance Perpétuelle

100 000 USD

2 000 000 000 USD

29/12/2025 ( Dans 150 jours )

Rabobank est une banque coopérative néerlandaise multinationale spécialisée dans les services financiers pour les secteurs de l'agroalimentaire, des entreprises et des particuliers.

Un instrument obligataire émis par Rabobank, l'un des acteurs majeurs du secteur bancaire néerlandais, attire l'attention des investisseurs avec ses caractéristiques spécifiques. Rabobank, une coopérative bancaire d'envergure internationale basée aux Pays-Bas, est reconnue pour sa forte présence dans le financement agricole et alimentaire mondial, ainsi que pour ses activités de banque de détail et de banque d'entreprise, bénéficiant d'une solide réputation de solvabilité. Cette obligation, identifiée par le code ISIN XS0703303262 et émise depuis les Pays-Bas, représente une proposition d'investissement particulière. Libellée en dollars américains (USD), l'émission affiche un taux d'intérêt nominal de 8,4%, offrant un rendement attrayant dans l'environnement actuel. La taille totale de cette émission est substantielle, s'élevant à 2 milliards de dollars américains, ce qui témoigne de son importance sur le marché des capitaux. Avec une taille minimale à l'achat fixée à 100 000 USD, cet instrument est principalement destiné aux investisseurs institutionnels ou aux investisseurs qualifiés. Le prix actuel sur le marché se situe à 100% de sa valeur nominale, indiquant une négociation au pair. Une caractéristique distinctive de cette obligation est sa maturité perpétuelle ; contrairement aux obligations à échéance fixe, cet instrument n'a pas de date de remboursement prédéfinie par l'émetteur, offrant potentiellement une source de revenu continu tant que Rabobank honore ses engagements. Les paiements d'intérêts sont effectués avec une fréquence de deux fois par an, assurant un flux de trésorerie régulier pour les détenteurs.

IMPORTANT NOTICE
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer
applies to the attached Prospectus accessed from this page or otherwise received as a result of such access and
you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other
use of the attached Prospectus. In accessing the attached Prospectus, you agree to be bound by the following
terms and conditions, including any modifications to them from time to time, each time you receive any
information as a result of such access.
Confirmation of Your Representation: You have been sent the attached Prospectus on the basis that you
have confirmed to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International), Credit
Suisse Securities (Europe) Limited, Morgan Stanley & Co. International plc or Nomura International plc (the
"Joint Lead Managers") or to Goldman Sachs International, Merrill Lynch International and UBS Limited
(the "Co-Lead Managers", and together with the Joint Lead Managers, the "Managers"), being the sender of
the attached, (i) that the electronic mail (or e-mail) address to which it has been delivered is not located in the
United States of America, its territories and possessions, any State of the United States and the District of
Columbia; and which include Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands and (ii) that you consent to delivery by electronic transmission.
This Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via
this medium may be altered or changed during the process of transmission and consequently none of
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank Nederland) (the "Issuer") or the
Managers and any person who controls any of them or any director, officer, employee or agent of the Issuer or
any Manager or any person who controls either of them or any affiliate of any of the foregoing accepts any
liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in
electronic format and the hard copy version available to you on request from the Issuer or any Manager.
You are reminded that the attached Prospectus has been delivered to you on the basis that you are a person
into whose possession the attached Prospectus may be lawfully delivered in accordance with the laws of
jurisdiction in which you are located and you may not nor are you authorised to deliver the attached
Prospectus to any other person.
Restrictions: Nothing in this electronic transmission constitutes an offer of securities for sale in the United
States or any other jurisdiction. Any securities to be issued will not be registered under the Securities Act of
1933 (the "Securities Act") and may not be offered or sold in the United States or to or for the account or
benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act) unless registered
under the Securities Act or pursuant to an exemption from such registration.
The attached Prospectus may not be forwarded or distributed to any other person and may not be reproduced
in any manner whatsoever, and in particular, may not be forwarded to any U.S. person or to any U.S. address.
Any forwarding, distribution or reproduction of this document in whole or in part is unauthorised. Failure to
comply with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
Under no circumstances shall the attached Prospectus constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful. The attached Prospectus may only be communicated to persons in the United Kingdom in
circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the
Issuer.

Prospectus dated 7 November 2011
Rabobank Nederland
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
U.S.$2,000,000,000 8.40 per cent. Perpetual Non-Cumulative Capital Securities
Issue Price of the Capital Securities: 100 per cent.
The U.S.$ 2,000,000,000 8.40 per cent. Perpetual Non-Cumulative Capital Securities (the "Capital Securities") will be issued by Coöperatieve Centrale Raiffeisen-
Boerenleenbank B.A. (Rabobank Nederland) ("Rabobank Nederland", the "Issuer" or the "Bank"). Interest on the Capital Securities will accrue on their Prevailing
Principal Amount from (and including) 9 November 2011 (the "Issue Date") to (but excluding) 29 June 2017 (the "First Reset Date") at an initial rate of 8.40 per cent.
per annum, and will, subject as provided below, be payable semi-annually in arrear on 29 June and 29 December in each year. There will be a short first Interest Period
of 50 days, beginning on (and including) the Issue Date and ending on (but excluding) the first Interest Payment Date. Interest on the Capital Securities shall accrue
from (and including) the First Reset Date at a rate, to be reset every five years thereafter, based on the US Treasury Benchmark Rate (as defined in `Terms and
Conditions of the Capital Securities') plus 7.49 per cent. Payments on the Capital Securities will be made without deduction for, or on account of, taxes of the
Netherlands to the extent described under `Terms and Conditions of the Capital Securities Taxation'. Payments of interest will be made at the sole discretion of the
Issuer and subject to the approval of the Dutch Central Bank. The Interest Payment Dates on the Capital Securities are aligned with the June and December interest
payment dates of the Participations (as defined herein). Any interest not paid as aforesaid will not accumulate.
The Capital Securities will be perpetual securities and will have no fixed or final redemption date. Subject to satisfaction of certain conditions (as described herein) and
applicable law, the Capital Securities may be redeemable (at the option of the Issuer) on 29 June 2017 (the "First Call Date"), or at any time thereafter, in whole but
not in part in an amount equal to the Redemption Price (as defined in `Terms and Conditions of the Capital Securities'). Unless the Capital Securities have previously
been redeemed or purchased and cancelled as provided in the `Terms and Conditions of the Capital Securities', the Issuer will undertake to exercise its option to redeem
the Capital Securities as aforesaid on the first Interest Payment Date falling on or after 29 December 2041 on which the Conditional Call Exercise Requirements (as
defined in `Terms and Conditions of the Capital Securities') have been satisfied, as further described herein. In addition, upon the occurrence of a Tax Law Change or a
Capital Event (each as defined in `Terms and Conditions of the Capital Securities'), the Capital Securities may be redeemed (at the option of the Issuer) prior to the
First Call Date in whole but not in part in an amount equal to their Redemption Price, as further described herein. Upon the occurrence of a CRD IV Capital Event (as
defined in `Terms and Conditions of the Capital Securities') or a Capital Event, the Issuer may substitute, or vary the terms of, the Capital Securities so that they remain
or, as appropriate, become Compliant Securities (as defined in the Conditions). The Capital Securities will constitute direct, unsecured and subordinated obligations of
the Issuer and shall rank at all times pari passu and without any preference among themselves.
If a Loss Absorption Event (as defined in `Terms and Conditions of the Capital Securities') occurs, the Issuer shall, inter alia, cancel any accrued but unpaid interest
and, if required, write down the Prevailing Principal Amount of the Capital Securities in order to cause the Loss Absorption Event no longer to continue. Once the
principal amount of a Capital Security has been written down in accordance with the Terms and Conditions, the amount of such write down shall not be restored in any
circumstances. Each Capital Security may be written down on more than one occasion provided, inter alia, that the principal amount shall never be less than zero.
Application has been made to the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten or "AFM"), in its capacity as competent authority
under the Dutch Financial Supervision Act (Wet op het financieel toezicht) and regulations thereunder (together "Dutch securities laws"), for the approval of this
Prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). Applications have also been made for the Capital Securities to be admitted to
trading on NYSE Euronext in Amsterdam, a regulated market of Euronext Amsterdam N.V. ("Euronext Amsterdam"). References in this Prospectus to the Capital
Securities being "listed" (and all related references) shall mean that the Capital Securities have been admitted to trading on Euronext Amsterdam. Euronext Amsterdam
is a regulated market for the purposes of the Directive 2004/39/EC of the European Parliament and the Council on Markets in Financial Instruments. The
denominations of the Capital Securities shall be U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof, up to and including U.S.$199,000. The Capital
Securities will initially be represented by a temporary global Capital Security without interest coupons in bearer form (the "Temporary Global Capital Security"),
which will be deposited with a common depositary on behalf of Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") on the Issue Date. The Temporary Global Capital Security will be exchangeable for interests in a global capital security (the "Global Capital
Security"), without interest coupons, on or after a day which is expected to be 19 December 2011, upon certification as to non-US beneficial ownership. Individual
definitive Capital Securities in bearer form ("Definitive Capital Securities") will only be available in certain limited circumstances as described herein. See `Summary
of the Provisions Relating to the Capital Securities in Global Form'.
The Capital Securities are expected upon issue to be rated `A-, Rating Watch Negative (exp)' by Fitch Ratings Ltd. A 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.
The credit ratings included or referred to in this Prospectus have been issued by Fitch Ratings Ltd. which is established in the European Union and is registered under
Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies.
Prospective investors should have regard to the factors described under the section headed `Risk Factors' in this Prospectus.
Joint Lead Managers and Joint Bookrunners
Credit Suisse
Morgan Stanley
Nomura
Rabobank International
Co-Lead Managers
BofA Merrill Lynch
Goldman Sachs International
UBS Investment Bank

This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see `Important Information - Documents Incorporated by Reference' below).
The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the
"Securities Act"). Subject to certain exceptions, Capital Securities may not be offered, sold or 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).
EACH PURCHASER OF THE CAPITAL SECURITIES MUST COMPLY WITH ALL APPLICABLE
LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES,
OFFERS OR SELLS THE CAPITAL SECURITIES OR POSSESSES OR DISTRIBUTES THIS
PROSPECTUS AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED
BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE CAPITAL SECURITIES UNDER
THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS
SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NEITHER
THE ISSUER NOR THE MANAGERS SHALL HAVE ANY RESPONSIBILITY THEREFOR.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers
(as defined in `Subscription and Sale' below) to subscribe or purchase, any of the Capital Securities. The
distribution of this Prospectus and the offering of the Capital Securities in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the
Managers to inform themselves about and to observe any such restrictions. For a description of further
restrictions on offers and sales of Capital Securities and distribution of this Prospectus see `Subscription and
Sale' below.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Managers. Neither the delivery of this 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 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 Prospectus has been most recently amended or
supplemented or that the information contained in it or any other information supplied in connection with the
Capital Securities is correct as of any time subsequent to the date on which it is supplied or, if different, the
date indicated in the document containing the same.
None of Credit Suisse Securities (Europe) Limited, Morgan Stanley & Co. International plc or Nomura
International plc have separately verified the information contained in this Prospectus. Credit Suisse
Securities (Europe) Limited, Morgan Stanley & Co. International plc and Nomura International plc make no
representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness
of any of the information in this Prospectus. Neither this Prospectus nor any other financial statements are or
should be considered as a recommendation by the Issuer or the Managers that any recipient of this Prospectus
or any other financial statements should purchase the Capital Securities. Prospective investors should have
regard to the factors described under the section headed `Risk Factors' in this Prospectus. This Prospectus
does not describe all of the risks of an investment in the Capital Securities. Each potential purchaser of
Capital Securities should determine for itself the relevance of the information contained in this Prospectus and
its purchase of Capital Securities should be based upon such investigation as it deems necessary.
Unless the context otherwise requires, references in this Prospectus to "Rabobank Group", "Rabobank" or
the "Group" are to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. and its members, subsidiaries and
affiliates.
3

Unless otherwise specified or the context requires, references to "£" are to the currency of the United
Kingdom, "dollars", "U.S. dollars" and "U.S.$" are to United States dollars, and references to "EUR" and
"" are to euro, which means 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.
In connection with this issue of Capital Securities, Credit Suisse Securities (Europe) Limited (the "Stabilising
Manager") (or persons acting on behalf of any Stabilising Manager) may over-allot Capital Securities or
effect transactions with a view to supporting the market price of the Capital Securities at a level higher than
that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons
acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the Capital
Securities 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 Capital Securities and 60 days after the date of the allotment of the Capital
Securities. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager
(or person(s) acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.
All figures in this Prospectus have not been audited, unless stated otherwise. Such figures are internal figures
of Rabobank Nederland or Rabobank Group (as defined hereafter).
4

Table of Contents
RISK FACTORS .............................................................................................................................................. 6
IMPORTANT INFORMATION ................................................................................................................... 18
FORWARD-LOOKING STATEMENTS ..................................................................................................... 19
OVERVIEW ................................................................................................................................................... 20
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES............................................................. 25
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN
GLOBAL FORM............................................................................................................................................ 46
DESCRIPTION OF BUSINESS OF RABOBANK GROUP...................................................................... 49
RABOBANK GROUP STRUCTURE .......................................................................................................... 60
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS....................................................................................................................... 63
SELECTED FINANCIAL INFORMATION............................................................................................... 97
RISK MANAGEMENT................................................................................................................................100
GOVERNANCE OF RABOBANK GROUP ..............................................................................................107
REGULATION OF RABOBANK GROUP ................................................................................................123
CAPITALISATION OF RABOBANK GROUP.........................................................................................129
USE OF PROCEEDS....................................................................................................................................130
TAXATION....................................................................................................................................................131
SUBSCRIPTION AND SALE ......................................................................................................................133
GENERAL INFORMATION.......................................................................................................................139
5

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Capital
Securities. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with the Capital Securities are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Capital Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with the Capital Securities may occur for other reasons and the Issuer does not represent that the
statements below regarding the risks of holding the Capital Securities are exhaustive. Prospective investors
should also read the detailed information set out elsewhere in this Prospectus (including any documents
incorporated by reference herein) and reach their own views prior to making any investment decision.
Capitalised terms used herein shall, unless otherwise defined, have the same meanings as in the terms and
conditions of the Capital Securities (the "Conditions").
Factors that may affect the Issuer's ability to fulfil its obligations under the Capital Securities
Business and general economic conditions
The profitability of Rabobank Group could be adversely affected by a continued worsening of general
economic conditions in the Netherlands and/or globally. The financial crisis which started in the second half
of 2007 has affected all banks. Banks are also faced with the turmoil that is caused by the European sovereign
debt crisis that commenced in the first half of 2010 and which is continuing. The new flare-up in the
European debt crisis in the first half of 2011 in combination with the debt ceiling crisis in the US might cause
unexpected currency fluctuations. Moreover, the social unrest in the Middle East and North Africa that
developed in the beginning of 2011 might also cause adverse economic effects which may adversely impact
the Rabobank Group. Factors such as interest rates, inflation, deflation, investor sentiment, the availability
and cost of credit, the liquidity of the global financial markets and the level and volatility of equity prices can
significantly affect the activity level of customers and the profitability of Rabobank Group. For example, an
economic downturn, or significantly higher interest rates, could adversely affect the credit quality of
Rabobank Group's assets by increasing the risk that a greater number of its customers would be unable to
meet their obligations. Moreover, the market downturn and worsening of the economy could reduce the value
of Rabobank Group's assets and could cause Rabobank Group to incur further mark-to-market losses in its
trading portfolios or could reduce the fees Rabobank Group earns for managing assets or the levels of assets
under management. In addition, a market downturn and increased competition for savings in the Netherlands
could lead to a decline in the volume of customer transactions that Rabobank Group executes and, therefore, a
decline in customer deposits and the income it receives from fees and commissions and interest. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations Factors affecting
results of operations General market conditions". Continuing volatility in the financial markets or a
protracted economic downturn in the Netherlands or Rabobank Group's other major markets could have a
material adverse effect on Rabobank Group's results of operations.
Credit risk
Credit risk is defined as the risk that the bank will suffer economic losses because a counterparty cannot fulfil
its financial or other contractual obligations arising from a credit contract. A `credit' is each legal relationship
on the basis of which Rabobank, in its role as financial service provider, can or will obtain a claim on a debtor
6

by providing a product, a facility or a limit. As well as loans and facilities (with or without commitment),
credit as a generic term also includes, among other things, guarantees, letters of credit and derivatives.
The current economic downturn may result in loan losses that are above Rabobank Group's long-term
average, which could have a material adverse effect on Rabobank Group's results of operations.
Country risk
With respect to country risk, a distinction can be made between transfer risk and collective debtor risk.
Transfer risk relates to the possibility of foreign governments placing restrictions on funds transfers from
debtors in that country to creditors abroad. Collective debtor risk relates to the situation in which a large
number of debtors in a country cannot meet their commitments for the same reason (e.g. war, political and
social unrest or natural disasters, but also government policy that does not succeed in creating macro-
economic and financial stability).
Unpredictable and unexpected events which increase transfer risk and/or collective debtor risk could have a
material adverse effect on Rabobank Group's results of operations.
Interest rate and inflation risk
An important risk component for Rabobank Group is interest rate risk. Interest rate risk is the risk, outside the
trading environment, of deviations in interest income and/or the market value of capital as a result of changes
in market interest rates. Interest rate risk results mainly from mismatches between the periods for which
interest rates are fixed for loans and funds entrusted. If interest rates increase, the rate for Rabobank Group's
liabilities, such as savings, can be adjusted immediately. This does not apply to the majority of Rabobank
Group's assets, such as mortgages, which have longer interest rate fixation periods. Sudden and substantial
changes in interest rates could have a material adverse effect on Rabobank Group's results of operations.
Inflation and expected inflation can influence interest rates. An increase in inflation may: (i) decrease the
value of certain fixed income instruments which Rabobank Group holds; (ii) result in surrenders of certain
savings products with fixed rates below market rates by banking customers of Rabobank Group; (iii) require
Rabobank Group to pay higher interest rates on the securities that it issues; and (iv) cause a general decline in
financial markets.
Funding and liquidity risk
Liquidity risk is the risk that not all (re)payment commitments can be met. This could happen if clients or
other professional counterparties suddenly withdraw more funding than expected, which cannot be met by
Rabobank Group's cash resources or by selling or pledging assets or by borrowing funds from third parties.
Important factors in preventing this are preserving the trust of customers for retail funding and maintaining
access to financial markets for wholesale funding. If either of these were seriously threatened, this could have
a material adverse effect on Rabobank Group's results of operations.
Market risk
The value of Rabobank Group's trading portfolio is affected by changes in market prices, such as interest
rates, equities, currencies, certain commodities and derivatives. Any future worsening of the situation in the
financial markets could have a material adverse effect on Rabobank Group's results of operations.
Currency risk
Rabobank Group is an internationally active bank. As such, part of its capital is invested in foreign activities.
This gives rise to currency risk, in the form of translation risk. In addition, the trading books are exposed to
market risk, in that they can have positions that are affected by changes in the exchange rate of currencies.
Sudden and substantial changes in the exchange rates of currencies could have a material adverse effect on
Rabobank Group's results of operations.
7

Operational risk
As a risk type, operational risk has acquired its own distinct position in the banking world. It is understood to
mean `the risk of losses resulting from failure of internal processes, people or systems or from external
events'. Events of recent decades in modern international banking have shown on several occasions that
ineffective control of operational risks can lead to substantial losses. Under the Basel II accord, banks must
hold capital for this risk. Examples of operational risk incidents are highly diverse and include: fraud, claims
relating to inadequate products, inadequate documentation, losses due to poor occupational health and safety
conditions, errors in transaction processing, non-compliance with the law and system failures. The occurrence
of any such incidents could have a material adverse effect on Rabobank Group's results of operations.
Legal risk
Rabobank Group is subject to a comprehensive range of legal obligations in all countries in which it operates.
As a result, Rabobank Group is exposed to many forms of legal risk, which may arise in a number of ways.
Rabobank Group faces risk where legal proceedings are brought against it. Regardless of whether such claims
have merit, the outcome of legal proceedings is inherently uncertain and could result in financial loss.
Defending legal proceedings can be expensive and time-consuming and there is no guarantee that all costs
incurred will be recovered even if Rabobank Group is successful. Although Rabobank Group has processes
and controls to manage legal risks, failure to manage these risks could have a negative impact on Rabobank
Group's reputation and could have a material adverse effect on Rabobank Group's results of operations.
Tax risk
Rabobank Group is subject to the tax laws of all countries in which it operates. Tax risk is the risk associated
with changes in tax law or in the interpretation of tax law. It also includes the risk of changes in tax rates and
the risk of failure to comply with procedures required by tax authorities. Failure to manage tax risks could
lead to an additional tax charge. It could also lead to a financial penalty for failure to comply with required tax
procedures or other aspects of tax law. If, as a result of a particular tax risk materialising, the tax costs
associated with particular transactions are greater than anticipated, it could affect the profitability of those
transactions, which could have a material adverse effect on Rabobank Group's results of operations.
Systemic risk
Rabobank Group could be negatively affected by the weakness and/or the perceived weakness of other
financial institutions, which could result in significant systemic liquidity problems, losses or defaults by other
financial institutions and counterparties. Financial services institutions that deal with each other are
interrelated as a result of trading, investment, clearing, counterparty and other relationships. This risk is
sometimes referred to as `systemic risk' and may adversely affect financial intermediaries, such as clearing
agencies, clearing houses, banks, securities firms and exchanges with whom Rabobank Group interacts on a
daily basis. Any of the above-mentioned consequences of systemic risk could have an adverse effect on
Rabobank Group's ability to raise new funding and its results of operations.
Effect of governmental policy and regulation
Rabobank Group's businesses and earnings can be affected by the fiscal or other policies and other actions of
various governmental and regulatory authorities in the Netherlands, the European Union, the United States
and elsewhere. Areas where changes could have an impact include, but are not limited to: the monetary,
interest rate and other policies of central banks and regulatory authorities; changes in government or
regulatory policy that may significantly influence investor decisions in particular markets in which Rabobank
Group operates; changes and rules in competition and pricing environments; developments in the financial
reporting environment; stress testing exercises to which financial institutions in general, and Rabobank Group
in particular, are subject; or unfavourable developments producing social instability or legal uncertainty which
in turn may affect demand for Rabobank Group's products and services. Regulatory compliance risk arises
8

from a failure or inability to comply fully with the laws, regulations or codes applicable specifically to the
financial services industry. Non-compliance could lead to fines, public reprimands, damage to reputation,
enforced suspension of operations or, in extreme cases, withdrawal of authorisations to operate.
As of 1 January 2011 the (income) requirements for obtaining a personal mortgage loan that is secured by the
Dutch Homeownership Guarantee Fund (Stichting Waarborgfonds Eigen Woningen or `WEW'), an institution
that was founded by the Dutch government in 1993, through the National Mortgage Guarantee Scheme
(Nationale Hypotheekgarantie or `NHG') have been tightened. In 2012, these requirements could be further
increased. In addition, the AFM, the supervisor that is responsible for supervising the conduct of the entire
financial market sector in the Netherlands with respect to savings, investment, insurance and loans, has
announced a proposal that augments the requirements for obtaining a NHG-guaranteed personal mortgage
loan that is higher than the acquisition value of the house. All these factors may have material adverse effects
on Rabobank Group's results of operations.
At 30 June 2011, mortgage loan interest payments for Dutch homeowners are tax deductable. If the tax
deductibility is reduced or abolished, this could have a material adverse effect on Rabobank Group's results of
operations.
In the United States, the Dodd-Frank Wall Street Reform and Consumer Reform Act ("Dodd-Frank") contains
significant reforms, the full effect of which can only be assessed when the implementation rules are finalised.
Dodd-Frank may have material adverse effects on Rabobank Group's results of operations.
Minimum regulatory capital and liquidity requirements
Rabobank Group is subject to the risk, inherent in all regulated financial businesses, of having insufficient
capital resources to meet the minimum regulatory capital requirements. Any failure of Rabobank Group to
maintain its minimum regulatory capital ratios could result in administrative actions or sanctions, which in
turn may have a material adverse impact on Rabobank Group's results of operations. A shortage of available
capital might restrict Rabobank Group's opportunities for expansion.
The Basel Committee on Banking Supervision has put forward a number of fundamental reforms to the
regulatory capital framework for internationally active banks which are designed to ensure that banks have
more capital and that capital instruments issued by such banks fully absorb losses before tax payers are
exposed to loss (the "Basel III Reforms"). The Basel III Reforms (as described further under the risk factor
entitled "Basel III Reforms - Loss absorbency at the point of non-viability" below) are expected to be
implemented by relevant authorities starting from 1 January 2013. In the European Union, the Basel III
Reforms are expected to be implemented by means of, among other things, the proposed CRD IV (as defined
in the Conditions).
There can be no assurance that, prior to their implementation, the Basel Committee on Banking Supervision
will not amend the Basel III Reforms. Further, the European Union and/or the Dutch Central Bank may
implement the Basel III Reforms, including the provisions relating to terms which capital instruments are
required to have (see further the risk factor entitled "The Capital Securities may be subject to Loss Absorption
Measures" below), in a manner that is different from that which is currently envisaged or may impose more
onerous requirements on Dutch banks. In particular, if the regulatory capital requirements, liquidity
restrictions or ratios applied to Rabobank Group are increased in the future, any failure of Rabobank Group to
maintain such increased regulatory capital ratios could result in administrative actions or sanctions, which
may have an adverse effect on Rabobank Group's results of operations.
Credit ratings
Rabobank Group's access to the unsecured funding markets is dependent on its credit ratings.
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A downgrading in its credit ratings, as a result of a change in rating methodology or otherwise, could
adversely affect Rabobank Group's access to liquidity alternatives and its competitive position, and could
increase the cost of funding or trigger additional collateral requirements all of which could have a material
adverse effect on Rabobank Group's results of operations.
Competition
All aspects of Rabobank Group's business are highly competitive. Rabobank Group's ability to compete
effectively depends on many factors, including its ability to maintain its reputation, the quality of its services
and advice, its intellectual capital, product innovation, execution ability, pricing, sales efforts and the talent of
its employees. Any failure by Rabobank Group to maintain its competitive position could have a material
adverse effect on Rabobank Group's results of operations.
Business environment
Concerns about geopolitical developments, social unrest (such as the turmoil that broke out in the beginning
of 2011 in the Middle East and North Africa), oil prices and natural disasters (such as the earthquake that
occurred in Japan in March 2011), among other things, can affect the global financial markets. Accounting
and corporate governance scandals in recent years have had a significant negative impact on investor
confidence. The occurrence of any such developments and events could have a material adverse effect on
Rabobank Group's results of operations.
Terrorist acts, other acts of war or hostility, civil unrest, geopolitical, pandemic or other such events
Terrorist acts, other acts of war or hostility, civil unrest, geopolitical, pandemic or other such events and
responses to those acts/events may create economic and political uncertainties, which could have a negative
impact on Dutch and international economic conditions generally, and more specifically on the business and
results of Rabobank Group in ways that cannot necessarily be predicted. The occurrence of any such events
could have a material adverse effect on Rabobank Group's results of operations.
Key employees
Rabobank Group's success depends to a great extent on the ability and experience of its senior management
and other key employees. The loss of the services of certain key employees, particularly to competitors, could
have a material adverse effect on Rabobank Group's results of operations. The failure to attract or retain a
sufficient number of appropriate employees could significantly impede Rabobank Group's financial plans,
growth and other objectives and have a material adverse effect on Rabobank Group's results of operations.
Factors which are material for the purpose of assessing the market risks associated with the
Capital Securities
The Capital Securities may not be a suitable investment for all investors
Each potential investor in the Capital Securities must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities,
the merits and risks of investing in the Capital Securities and the information contained or incorporated
by reference in this Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Capital Securities and the impact the Capital
Securities will have on its overall investment portfolio;
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