Rabobank Nederland - Robeco.com

Method of Issue:
Issue Price:
Form of Notes:
The Notes will be issued on a syndicated or non-syndicated basis. The
Notes will be issued in series (each a ‘Series’) having one or more issue
dates and on terms otherwise identical (or identical other than in respect
of the first payment of interest), the Notes of each Series being intended
to be interchangeable with all other Notes of that Series. Each Series may
be issued in Tranches on the same or different issue dates. The specific
terms of each Tranche (which will be supplemented, where necessary, with
supplemental terms and conditions and, save in respect of the issue date,
issue price, first interest payment and nominal amount, will be identical to
the terms of other Tranches of the same Series) will be set out in a Final
Terms.
Notes may be issued at their nominal amount or at a discount or premium
to their nominal amount. Partly Paid Notes may be issued, the issue price
of which will be payable in two or more instalments.
The Notes may be issued in bearer form only (‘Bearer Notes’), in bearer
form exchangeable for Registered Notes (‘Exchangeable Bearer Notes’) or
in registered form only. Each Tranche of Bearer Notes and Exchangeable
Bearer Notes will initially be represented by a temporary Global Note,
without interest coupons, which will be deposited on the issue date with a
common depositary on behalf of Euroclear and Clearstream, Luxembourg
or otherwise delivered as agreed between the Issuer and the relevant
Dealer. No interest will be payable in respect of a temporary Global Note
except as described under ‘Summary of Provisions Relating to the Notes
while in Global Form’. Interests in a temporary Global Note will be
exchangeable for interests in a permanent Global Note or, if so stated in
the relevant Final Terms, for Definitive Notes, after the date falling 40 days
after the completion of the distribution of the Tranche as certified in writing
by the relevant Dealer upon certification as to non-U.S. beneficial
ownership. Interests in a permanent Global Note will be exchangeable for
Definitive Notes in bearer form or (in the case of Exchangeable Bearer
Notes) registered form as described under ‘Summary of Provisions
Relating to the Notes while in Global Form’.
Registered Notes will be represented by Certificates, one Certificate being
issued in respect of each Noteholder’s entire holding of Registered Notes
of one Series and may be represented by a Global Certificate. Unrestricted
Notes in registered form will initially be represented by an Unrestricted
Global Certificate, without interest coupons, which may be deposited on
the issue date (a) in the case of a Tranche intended to be cleared through
Euroclear and/or Clearstream, Luxembourg, with a common depositary on
behalf of Euroclear and Clearstream, Luxembourg or (b) in the case of a
Tranche intended to be cleared through a clearing system other than or in
addition to Euroclear and/or Clearstream, Luxembourg, DTC or delivered
outside a clearing system, as agreed between the Issuer and the relevant
Dealer. Restricted Notes in registered form will initially be represented by a
Restricted Global Certificate, without interest coupons, which may be
deposited on the issue date either (a) with a common depositary on behalf
of Euroclear and Clearstream, Luxembourg, or (b) with a custodian for, and
registered in the name of Cede & Co. as nominee for, DTC. Only Rabobank
Nederland may issue Notes which are offered and sold in the United States
to qualified institutional buyers pursuant to Rule 144A under the Securities
Act and are issued as Restricted Notes or Notes represented by a
Restricted Global Certificate.
Beneficial interests in Global Certificates held by Euroclear, Clearstream,
Luxembourg and/or DTC will be shown on, and transfers thereof will be
effected only through, records maintained by Euroclear, Clearstream,
Luxembourg and/or DTC and their participants. See ‘Clearing and
Settlement’.
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