Rabobank Nederland - Robeco.com

The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S and (in the case of Restricted Notes issued by Rabobank Nederland) within the United States
to ‘qualified institutional buyers’ in reliance on Rule 144A under the Securities Act (‘Rule 144A’). Prospective
purchasers are hereby notified that sellers of Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on offers and
sales of Notes and on distribution of this Offering Circular or any Final Terms or any other offering material
relating to the Notes, see ‘Plan of Distribution’ and ‘Transfer Restrictions’.
This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or
the Dealers to subscribe for, or purchase, any Notes.
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission
(the ‘SEC’), any state securities commission in the United States or any other U.S. regulatory authority, nor
have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Notes or the
accuracy or adequacy of this Offering Circular. Any representation to the contrary is a criminal offence in the
United States.
The Arranger and the Dealers (excluding Rabobank International) have not separately verified the
information contained in this Offering Circular. None of the Dealers (excluding Rabobank International) or the
Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Offering Circular. Neither this Offering Circular nor
any other financial statements are intended to provide the basis of any credit or other evaluation and should
not be considered as a recommendation by the Issuer, the Dealers or the Arranger that any recipient of this
Offering Circular or any other financial statements should purchase the Notes. Prospective investors should
have regard to the factors described under the section headed ‘Risk Factors’ in this Offering Circular. This
Offering Circular does not describe all of the risks of an investment in the Notes. Each potential purchaser
of Notes should determine for itself the relevance of the information contained in this Offering Circular and
its purchase of Notes should be based upon such investigation as it deems necessary. None of the Dealers
nor the Arranger undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Offering Circular nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Dealers or the Arranger.
In connection with the issue of any tranche of a Series of Notes (a ‘Tranche’), the Dealer or Dealers (if
any) named as the stabilising manager(s) (the ‘Stabilising Manager(s)’) (or persons acting on behalf of any
Stabilising Manager(s)) in the applicable Final Terms may over-allot Notes (provided that, in the case of any
Tranche to be admitted to trading on Euronext Amsterdam or the Luxembourg Stock Exchange, the
aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal
amount of the relevant Tranche) or effect transactions with a view to supporting the market price of the Notes
at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any
stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of
the offer of the relevant Tranche is made and, if begun, may be ended at any time, but it must end no later
than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of the
allotment of the relevant Tranche. The audited consolidated financial statements for the year ended
December 31, 2005 and the corresponding summary figures contained in this Offering Circular have been
prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU
pursuant to EU Regulation No 1606/2002. The comparative figures for the year ended December 31, 2004
have been restated accordingly. The financial statements for the year ending December 31, 2004 have also
been prepared under Dutch GAAP to allow comparison with the 2003 Dutch GAAP figures.
In this Offering Circular, unless otherwise specified or the context otherwise requires, references to
‘U.S.$’, ‘US$’, ‘USD’ and ‘U.S. Dollars’ are to the lawful currency of the United States, to ‘AUD’ and
‘Australian dollars’ are to the lawful currency of Australia, to ‘euro’, ‘EUR’ and ‘€’ are to the lawful currency
of the member states of the European Union that have adopted the single currency in accordance with the
Treaty establishing the European Community, as amended by the Treaty on European Union, to ‘sterling’,
‘pounds sterling’ or ‘£’ are to the lawful currency of the United Kingdom, and to ‘¥’, ‘JPY’ and ‘Yen’ are to
the lawful currency of Japan.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION STATEMENT
OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW
HAMPSHIRE REVISED STATUTES ANNOTATED (‘RSA’) WITH THE STATE OF NEW HAMPSHIRE NOR
THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
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