Obligation Rabbobank 4.875% ( XS2456432413 ) en EUR

Société émettrice Rabbobank
Prix sur le marché refresh price now   100 %  ⇌ 
Pays  Pays-Bas
Code ISIN  XS2456432413 ( en EUR )
Coupon 4.875% par an ( paiement annuel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Rabobank XS2456432413 en EUR 4.875%, échéance Perpétuelle


Montant Minimal 200 000 EUR
Montant de l'émission 1 000 000 000 EUR
Prochain Coupon 01/01/2026 ( Dans 56 jours )
Description détaillée Rabobank est une banque coopérative d'origine néerlandaise et un acteur mondial majeur du financement de l'agriculture et de l'alimentation.

L'obligation perpétuelle Rabobank (XS2456432413), émise aux Pays-Bas en EUR, offre un taux d'intérêt de 4,875% pour une émission totale de 1 000 000 000 EUR, avec un prix actuel sur le marché de 100% et une taille minimale d'achat de 200 000 EUR.








Offering Circular dated 4 April 2022

Coöperatieve Rabobank U.A.
EUR 1,000,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down
Capital Securities


Issue Price of the Capital Securities: 100 per cent.

The EUR 1,000,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities (the "Capital Securities") will be issued by Coöperatieve Rabobank
U.A. ("Rabobank", the "Issuer" or the "Bank"). The Capital Securities will constitute direct, unsecured, unguaranteed and subordinated obligations of the Issuer.
Interest on the Capital Securities will accrue on their Prevailing Principal Amount (as defined in "Terms and Conditions of the Capital Securities") from (and including)
6 April 2022 (the "Issue Date") to (but excluding) 29 December 2029 (the "First Reset Date") at an initial rate of 4.875 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, except that there will be a short first Interest Period beginning on (and including) the
Issue Date and ending on (but excluding) 29 June 2022. 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 Reset Reference Rate (as defined in "Terms and Conditions of the Capital Securities") plus 3.717 per cent. Payments of interest 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". The Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities (in whole or in part) on any Interest Payment Date, and
payments of interest may be subject to mandatory cancellation, as more particularly described under "Terms and Conditions of the Capital Securities ­ Cancellation of Interest".
The Prevailing Principal Amount of the Capital Securities will be written down if the CET1 Ratio of the Rabobank Group has fallen below 7 per cent. and/or the
CET1 Ratio of the Issuer has fallen below 5.125 per cent. (a "Trigger Event", as further defined in "Terms and Conditions of the Capital Securities") occurs. The
Trigger Event relates to the solvency levels on which Rabobank is supervised: on both an individual basis and on a consolidated basis. Holders may lose some or all
of their investment in the Capital Securities as a result of such a write-down. Following such reduction, the Prevailing Principal Amount may, at the Issuer's
discretion, be written up (but never above the Initial Principal Amount (as defined in "Terms and Conditions of the Capital Securities")) if certain conditions are met.
See "Terms and Conditions of the Capital Securities ­ Write Down and Write Up".
The Capital Securities will be perpetual securities, have no fixed or final redemption date and holders of the Capital Securities (the "Holders") do not have the right to call for
their redemption. Subject to satisfaction of certain conditions (as described herein) and applicable law, the Capital Securities may be redeemed (at the option of the Issuer) on
any day falling in the period commencing on (and including) 29 June 2029 and ending on (and including) the First Reset Date, or on each Interest Payment Date thereafter, in
whole but not in part in an amount equal to the Prevailing Principal Amount together with any Outstanding Payments (each as defined in "Terms and Conditions of the Capital
Securities"). In addition, upon the occurrence of a Capital Event or a Tax Law Change (each as defined in "Terms and Conditions of the Capital Securities"), the Capital
Securities may be redeemed (at the option of the Issuer) in whole but not in part in an amount equal to their Prevailing Principal Amount together with any Outstanding
Payments, as further described herein. Upon the occurrence of 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 "Terms and Conditions of the Capital Securities").
This Offering Circular does not comprise a prospectus for the purposes of Article 6.3 of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Application has been
made to the Euronext Dublin for the Capital Securities to be admitted to the Official List and trading on the Global Exchange Market of Euronext Dublin. This Offering
Circular constitutes listing particulars for the purpose of such application and has been approved by Euronext Dublin. References in this Offering Circular to the Capital
Securities being "listed" (and all related references) shall mean that the Capital Securities have been admitted to the Official List and trading on the Global Exchange Market.
The denominations of the Capital Securities shall be EUR 200,000. 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 SA/NV ("Euroclear")
and Clearstream Banking, SA ("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 date which is expected to be 16 May 2022, upon certification as to non-U.S. 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 while in Global Form".
The Capital Securities are expected upon issue to be rated Baa3 and BBB by Moody's France SAS ("Moody's") and Fitch Ratings Ireland Limited ("Fitch"), respectively. 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 Offering Circular have been issued by Moody's and Fitch, each of 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.
The Capital Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any U.S. State
securities laws and, unless so registered, may not be offered or sold 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, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Offering Circular.

Joint Lead Managers
BNP Paribas
BofA Securities
Goldman Sachs Bank Europe SE
J.P. Morgan
Rabobank
UBS Investment Bank





This Offering Circular 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
OFFERING CIRCULAR 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 JOINT LEAD MANAGERS SHALL HAVE ANY RESPONSIBILITY
THEREFOR.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint
Lead Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Capital
Securities. The distribution of this Offering Circular and the offering of the Capital Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required
by the Issuer and the Joint Lead 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 Offering
Circular see "Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this Offering
Circular 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 Joint Lead Managers. Neither the delivery of this Offering Circular
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 Offering Circular
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 Offering Circular 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 BNP Paribas, BofA Securities Europe SA, Coöperatieve Rabobank U.A., Goldman Sachs Bank Europe
SE, J.P. Morgan SE and UBS AG London Branch have separately verified the information contained in this
Offering Circular. BNP Paribas, BofA Securities Europe SA, Coöperatieve Rabobank U.A., Goldman Sachs
Bank Europe SE, J.P. Morgan SE and UBS AG London Branch make no representation, express or implied, or
accept any responsibility, with respect to the accuracy or completeness of any of the information in this Offering
Circular. Neither this Offering Circular nor any other financial statements are or should be considered as a
recommendation by the Issuer or the Joint Lead Managers that any recipient of this Offering Circular 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 Offering Circular. This Offering Circular
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 Offering Circular and
its purchase of Capital Securities should be based upon such investigation as it deems necessary.
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Restrictions on marketing and sales to retail investors:
1. The Capital Securities are complex financial instruments. They are not a suitable or appropriate investment
for all investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the Capital
Securities. Potential investors in the Capital Securities should inform themselves of, and comply with, any
applicable laws, regulations or regulatory guidance with respect to any resale of the Capital Securities (or
any beneficial interests therein).
2.
a. In the United Kingdom, the Financial Conduct Authority (the "FCA") Conduct of Business
Sourcebook ("COBS") requires, in summary, that the Capital Securities should not be offered or
sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the United Kingdom.
b. Certain of the Joint Lead Managers are, or may be, required to comply with COBS.
c. By purchasing, or making or accepting an offer to purchase, any Capital Securities (or a beneficial
interest in such Capital Securities) from the Issuer and/or any Joint Lead Manager, each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the
Joint Lead Managers that:
i. it is not a retail client in the United Kingdom; and
ii. it will not sell or offer the Capital Securities (or any beneficial interest therein) to retail clients
in the United Kingdom or communicate (including the distribution of this Offering Circular)
or approve an invitation or inducement to participate in, acquire or underwrite the Capital
Securities (or any beneficial interests therein) where that invitation or inducement is addressed
to or disseminated in such a way that it is likely to be received by a retail client in the United
Kingdom.
d. In selling or offering the Capital Securities or making or approving communications relating to
the Capital Securities, prospective investors may not rely on the limited exemptions set out in
COBS.
3. The obligations in paragraph 2. above are in addition to the need to comply at all times with all other
applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic
Area ("EEA") or the United Kingdom) relating to the promotion, offering, distribution and/or sale of the
Capital Securities (or any beneficial interests therein), whether or not specifically mentioned in this
Offering Circular, including (without limitation) any requirements under the Markets in Financial
Instruments Directive 2014/65/EU (as amended) ("MiFID II") or the United Kingdom FCA Handbook as
to determining the appropriateness and/or suitability of an investment in the Capital Securities (or any
beneficial interests therein) for investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting
an offer to purchase, any Capital Securities (or any beneficial interests therein) from the Issuer and/or the Joint
Lead Managers, the foregoing representations, warranties, agreements and undertakings will be given by and
be binding upon both the agent and its underlying client(s).
Benchmarks Regulation - Amounts payable under the Capital Securities in respect of each Reset Period are
calculated by reference to EURIBOR, which is provided by the European Money Markets Institute. As at the
date of this Offering Circular, the European Money Markets Institute appears on the register of administrators
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and benchmarks established and maintained by the European Securities and Markets Authority pursuant to
article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmarks Regulation").
Prohibition of Sales to EEA Retail Investors - The Capital Securities are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU)
2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II). Consequently, no key information document required
by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Capital
Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Capital Securities or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Prohibition of Sales to UK Retail Investors - The Capital Securities are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of
the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA). Consequently, no key information document required by the PRIIPs
Regulation as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering
or selling the Capital Securities or otherwise making them available to retail investors in the United Kingdom
has been prepared and therefore offering or selling the Capital Securities or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II Product Governance / Professional investors and ECPs only target market ­ Solely for the
purposes of each EU manufacturer's product approval process, the target market assessment in respect of the
Capital Securities has led to the conclusion that: (i) the target market for the Capital Securities is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution
of the Capital Securities to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Capital Securities (a "distributor") should take into
consideration the EU manufacturers' target market assessment. However, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Capital Securities (by either
adopting or refining the EU manufacturers' target market assessment) and determining appropriate distribution
channels. For the purposes of this provision, "EU manufacturer" means the Issuer and any Joint Lead Manager
that is a manufacturer under MiFID II.
UK MiFIR Product Governance / Professional investors and ECPs only target market ­ Solely for the
purposes of each UK manufacturer's product approval process, the target market assessment in respect of the
Capital Securities has led to the conclusion that: (i) the target market for the Capital Securities is only eligible
counterparties, as defined in the COBS, and professional clients, as defined in Article 2(1)(13A) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (the "UK MiFIR"); and (ii) all
channels for distribution of the Capital Securities to eligible counterparties and professional clients are
appropriate. Any distributor should take into consideration the UK manufacturers' target market assessment.
However, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment
in respect of the Capital Securities (by either adopting or refining the UK manufacturers' target market
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assessment) and determining appropriate distribution channels. For the purposes of this provision, "UK
manufacturer" means any Joint Lead Manager that is a manufacturer under UK MiFIR.
Unless the context otherwise requires, references in this Offering Circular to "Rabobank" are to Coöperatieve
Rabobank U.A. and references to the "Rabobank Group" or the "Group" are to Rabobank and its group
companies (within the meaning of Section 2:24b of the Dutch Civil Code (the "DCC"), which shall in any event
include its subsidiaries).
Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act
2001 of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of
Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons
(as defined in Section 309A(1) of the SFA), that the Capital Securities are `prescribed capital markets products'
(as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations
on Investment Products).
Unless otherwise specified or the context requires, 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, UBS AG London Branch (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 Offering Circular have not been audited, unless stated otherwise. Such figures are internal
figures of Rabobank or Rabobank Group.
The language of this Offering Circular is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.


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TABLE OF CONTENTS
Page
RISK FACTORS ................................................................................................................................................ 7
IMPORTANT INFORMATION ........................................................................................................................38
FORWARD-LOOKING STATEMENTS ..........................................................................................................40
OVERVIEW ......................................................................................................................................................41
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES ...................................................................47
SUMMARY OF PROVISIONS RELATING TO THE CAPITAL SECURITIES WHILE IN GLOBAL
FORM .......................................................................................................................................................76
DESCRIPTION OF BUSINESS OF RABOBANK GROUP ...........................................................................78
STRUCTURE AND GOVERNANCE OF RABOBANK GROUP ..................................................................87
SELECTED FINANCIAL INFORMATION ....................................................................................................90
RISK MANAGEMENT ....................................................................................................................................93
GOVERNANCE OF RABOBANK GROUP .................................................................................................102
REGULATION OF RABOBANK GROUP .................................................................................................... 110
USE OF PROCEEDS ......................................................................................................................................123
TAXATION .....................................................................................................................................................124
SUBSCRIPTION AND SALE ........................................................................................................................127
GENERAL INFORMATION ..........................................................................................................................133


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Risk Factors
RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Capital Securities. Most 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.
In addition, factors which are 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 risks inherent in investing in the Capital
Securities, but the Issuer may be unable to pay interest, principal or other amounts on or in connection with
any Capital Securities for other reasons and the Issuer does not represent that the statements below regarding
the risks of holding any Capital Securities are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Offering Circular (including any documents deemed to be incorporated
by reference herein) and reach their own views prior to making any investment decision.
Unless defined herein, words and expressions defined in "Terms and Conditions of the Capital
Securities" shall have the same meanings in these risk factors.
1. Risks Related to the Issuer
Section A: Risks related to the Issuer's financial position
Rabobank faces substantial funding and liquidity risk
Rabobank's primary source of funding is customer deposits (FY 2021: 372.0 billion; FY 2020: 361.0
billion) followed by wholesale funding (FY 2021: 121.6 billion; FY 2020: 131.4 billion). Customer deposits
are, generally speaking, volatile by nature and therefore no clear predictions can be made as to their amounts.
Given that Rabobank's funding requirements are greater than the amount of customer deposits, Rabobank is
also reliant on wholesale funding to fund its balance sheet, which requires access to capital and money markets.
Access to wholesale funding may be negatively affected by concerns about Rabobank's credit strength or a
downgrade of any of its credit ratings. Access can also be influenced by concerns about the market segments in
which Rabobank is active or by a general market disruption.
Net profit and income of Rabobank in 2021 was positively impacted by the sharp recovery of the economy.
The expected deterioration in credit quality has not materialised so far and resulted in a net release of
impairment charges on financial assets in Domestic Retail Banking ("DRB"), Wholesale & Rural ("W&R")
and DLL International B.V. ("DLL"). The impact of the continued low interest rate environment continued to
impact revenues. Any such factors as described above may result in higher funding and refinancing costs in the
capital and money markets, which may also affect or effectively limit access to these markets. Although, in
addition to the aforementioned funding sources, Rabobank may have access to the European Central Bank (the
"ECB") facilities, the sensitivity of Rabobank to a liquidity risk could have a material adverse effect on the
Group's business, financial condition and results of operations. Funding risk is the risk of not being able to meet
both expected and unexpected current and future cash outflows and collateral needs without affecting either
daily operations or the financial position of Rabobank. Liquidity risk is the risk that the bank will not be able
to meet all of its payment obligations on time, as well as the risk that the bank will not be able to fund increases
in assets at a reasonable price. Important factors in preventing this are maintaining an adequate liquidity position
and retaining the confidence of institutional market participants and retail customers to maintain the deposit
base and access to public money and the capital markets for the Group. However, if these are seriously
threatened, this could have a material adverse effect on the Group's business, financial condition and results of
operations.
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Risk Factors
Rabobank is subject to significant exposure to systemic risk
The Group could be negatively affected by the weakness 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. This risk is sometimes referred to as `systemic risk' and may adversely affect
financial institutions as well as financial intermediaries, such as clearing agencies, clearing houses, banks,
securities firms and exchanges with whom the Group interacts on a daily basis. Concerns about, or a default by,
a financial institution could lead to significant liquidity problems and losses or defaults by other financial
institutions, since the commercial and financial soundness of many financial institutions is closely related and
inter-dependent as a result of credit, trading, clearing and other relationships. Any perceived lack of
creditworthiness of a counterparty may lead to market-wide liquidity problems and losses for the Group.
Concerns about the creditworthiness of sovereigns and financial institutions in Europe and the United States
remain. The large sovereign debts or fiscal deficits of a number of European countries and the United States go
hand in hand with concerns regarding the financial condition of financial institutions. Banks typically hold large
amounts of (national) sovereign debt instruments for liquidity, securities' finance and collateral management
purposes. As a result, changes affecting the value of these debt instruments affect financial institutions directly.
Increased debt financing by sovereigns ultimately would lead to higher debt financing, rating adjustments and
will likely have a negative impact on banks. The Group is exposed to the financial institutions industry,
including sovereign debt securities, banks, financial intermediation providers and securitised products. Due to
the Group's exposure to the financial industry, it also has exposure to shadow banking entities (i.e., entities
which carry out banking activities outside a regulated framework, such as payment platforms and crowdfunding
platforms). Recently, there has been increasing regulatory focus on shadow banking. In particular, the European
Banking Authority Guidelines (EBA/GL/2015/20) require the Group to identify and monitor its exposure to
shadow banking entities, implement and maintain an internal framework for the identification, management,
control and mitigation of the risks associated with exposure to shadow banking entities, and ensure effective
reporting and governance in respect such exposure. If the Group is unable to properly identify and monitor its
shadow banking exposure, maintain an adequate framework, or ensure effective reporting and governance, any
of the above-mentioned consequences of systemic risk could have an adverse effect on the Group's ability to
raise new funding, its business, financial condition and results of operations.
Rabobank is exposed to the risk of a credit rating downgrade of any of its credit ratings

Rabobank's access to capital and money markets is dependent on its credit ratings. The Group's credit
ratings could be negatively affected by a number of factors that can change over time, including a credit rating
agency's assessment of the Group's strategy and management's capability; its financial condition including in
respect of profitability, asset quality, capital, funding and liquidity; the legal and regulatory frameworks
applicable to the Group's legal structure and business activities; changes in rating methodologies; the
competitive environment, political and economic conditions in the Group's key markets. A downgrading, an
announcement of a potential downgrade in its credit ratings or a withdrawal of its credit rating, or a deterioration
in the market's perception of the Group's financial position could significantly affect the Group's access to
money markets, reduce the size of its deposit base and trigger additional collateral or other requirements in
derivatives contracts and other secured funding arrangements or the need to amend such arrangements, which
could adversely affect the Group's cost of funding, its access to capital markets and lead to higher refinancing
costs and could limit the range of counterparties willing to enter into transactions with the Group. In addition,
it might even limit access to these respective markets, and adversely affect Rabobank's competitive position.
This could have a material adverse effect on Rabobank's prospects, business, financial condition and results of
operations.
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Risk Factors
Rabobank is exposed to credit risks, which could result in economic losses
Rabobank is exposed to credit risk arising from third parties that owe money, securities or other assets.
These parties include customers, issuers whose securities are being held by an entity within Rabobank, trading
counterparties, counterparties under swaps and credit and other derivative contracts, clearing agents, exchanges,
clearing houses and other financial intermediaries. The credit quality of the Group's borrowers and other
counterparties is impacted by prevailing economic and market conditions and by the legal and regulatory
landscape in the relevant market and any deterioration in such conditions or changes to legal or regulatory
landscapes could worsen borrower and counterparty credit quality and consequently impact the Group's ability
to enforce contractual security rights. These parties may default on their obligations to Rabobank due to
bankruptcy, lack of liquidity, downturns in the economy or real estate values, operational failure or other reasons
and could have an adverse effect on Rabobank's business, financial position and results of operations. Any such
defaults will reflect the adequacy of Rabobank's credit provisions. These provisions relate to the possibility that
a counterparty may default on its obligations which arise from lending or other financial transactions. If future
events or the effects thereof do not fall within any of the assumptions, factors or assessments used by the Group
to determine its credit provisions, these provisions could be inadequate. Inadequate provisions and economic
losses in general have a material adverse effect on Rabobank's business, financial condition and results of
operations.
See also the risk factor " The outbreak of communicable diseases around the world may materially and
adversely affect Rabobank's business, financial condition and results of operations" on how COVID-19 may
contribute to increasing credit risk for the Group.
Rabobank's business is primarily concentrated in the Netherlands
Rabobank generates a large part of its profit in the Netherlands (in 2021, 65 per cent. of its operating
profit before tax was derived from its operations in the Netherlands) and therefore is particularly exposed to the
economic, political and social conditions in the Netherlands. Economic conditions in the Netherlands may be
negatively influenced by conditions in the global financial markets and economy. Following growth of 2.9 per
cent. in 2017, Dutch gross domestic product ("GDP") grew by 2.6 per cent. in 2018, 1.6 per cent. in 2019, a
decrease of 3.8 per cent. in 2020 and an increase by 4.5 per cent. in 2021 driven by the economic rebound and
containment measures related to COVID-19. Any deterioration or merely a long-term persistence of a difficult
economic environment in the Netherlands could negatively affect the demand for products and services of
Rabobank, as well as the credit risk of its borrowers. In addition to the Netherlands, Rabobank is active in 36
countries, including, amongst others, Australia, New Zealand, the United States and Brazil. In addition,
Rabobank is generally exposed to transfer and/or collective debtor risk outside of the Netherlands. 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's business, financial condition and results of operations.
Conditions in the global financial markets and economy could have a material adverse effect on the Group's
business, financial condition and results of operations
The profitability of the Group could be adversely affected by a downturn in general economic conditions
in the Netherlands or globally. Financial markets are volatile. Factors such as interest rates, exchange 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 the Group. Also, geopolitical tensions, terrorism, armed conflicts (including the
Russia/Ukraine conflict that started to escalate in February 2022 and related consequences for geopolitical
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Risk Factors
stability, food and energy supply and prices, and cross-border financial transactions, including as a result of
economic sanctions) may have an adverse impact on Rabobank's financial results or its business. In addition,
developments like Brexit (as defined below) could adversely affect the general economic conditions and thereby
the profitability of the Group. Interest rates remained low in 2021. Persistent low interest rates have negatively
affected and continue to negatively affect the net interest income of the Group. An economic downturn, or
significantly higher interest rates for customers, could adversely affect the credit quality of the Group's assets
by increasing the risk that a greater number of its customers would be unable to meet their obligations.
Moreover, a market downturn in the Dutch or global economy could reduce the value of the Group's assets and
could cause the Group to incur marked-to-market losses in its trading portfolios or could reduce the fees the
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 the Group executes and, therefore, a decline in customer deposits and the income it receives
from commissions and interest. Continuing volatility in the financial markets or a protracted economic
downturn in the Group's major markets or the Group's inability to accurately predict or respond to such
developments could have a material adverse effect on the Group's business, financial condition and results of
operations.
Rabobank performs a number of operations in the United Kingdom for its customers, including products
and services for international clients in the field of corporate banking, commercial financing and operations
relating to global financial markets. In 2021, Rabobank's revenue in relation to the aforementioned operations
in the United Kingdom was 478 million. On 31 January 2020, the United Kingdom left the European Union
("EU") ("Brexit"). In December 2020 the United Kingdom and the European Union reached an agreement on
their future relationship. This agreement, which has been provisionally applicable since 1 January 2021, is
known as the EU-UK Trade and Cooperation Agreement (the "TCA"). The TCA removes all tariffs and quotas
and avoids the alternative of having to resort to WTO rules, making it highly significant and beneficial for
certain (agri-) sectors and manufacturing industries in particular. The TCA marks the start of what is expected
to be a complex and evolving future trading relationship. In order to manage this relationship, an entirely new
institutional infrastructure, known as the Joint Partnership Council, is being set up. This process may entail
frictions, any of which could affect the results of the Group's operations in the European Union or the United
Kingdom. The United Kingdom moving away from agreed and implemented EU legislation as a result of Brexit
could lead to increased regulatory uncertainty and might adversely impact the Group.
See also the risk factor " The outbreak of communicable diseases around the world may materially and
adversely affect Rabobank's business, financial condition and results of operations" on how COVID-19 has
affected, and may continue to affect, conditions in the global financial markets and economy.
Any of these factors could have a material adverse effect on the Group's results of operations and the
value of the Capital Securities.
The outbreak of communicable diseases around the world has and may continue to materially and
adversely affect Rabobank's business, financial condition and results of operations
The outbreak of communicable diseases, pandemics and epidemics or health emergencies all impact the
business and economic environment in which Rabobank operates. Certain of these risks are often experienced
globally as well as in specific geographic regions where Rabobank does business. The coronavirus (or COVID-
19) outbreak, which has spread globally since the beginning of 2020, has disrupted various markets and resulted
in uncertainty about the development of the economies affected by the outbreak. Rabobank has been affected
by the COVID-19 outbreak through its direct and indirect impact on, among others, the customers or other
counterparties of Rabobank, both in the Netherlands and elsewhere. Net profit was significantly impacted by
the COVID-19 outbreak in 2020, mainly as a result of materially increased impairment charges on financial
assets in DRB, W&R and DLL and lower income, which had a material adverse impact on Rabobank's financial
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