Rabobank Nederland - Robeco.com

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Rating: Early Redemption: Taxation: Withholding Tax: Risk Factors: Governing Law: Listing: Subscription period: Effective yield: Selling Restrictions: Senior Notes issued under the Programme have been rated AA+ by Fitch Ratings Ltd. Senior long term Notes issued under the Programme have been rated Aaa by Moody’s and AAA by Standard & Poor’s. Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating applicable to Senior Notes issued under the Programme and will be specified in the relevant Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. There have been no recent events particular to Rabobank Nederland which are, to a material extent, relevant to the evaluation of its solvency. Except as provided in ‘Optional Redemption’ above, Notes will be redeemable at the option of the Issuer prior to maturity only for tax reasons. See ‘Terms and Conditions of the Notes — Redemption, Purchase and Options’. Rabobank Nederland is a Dutch resident for tax purposes. For the Dutch tax consequences of the Noteholders see ‘Taxation’. All payments of principal and interest in respect of the Notes will be made free and clear of withholding taxes of the Netherlands, Australia or Singapore, as the case may be, subject to the exceptions and limitations as described in ‘Terms and Conditions of the Notes — Taxation’. The purchase of Notes may involve substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. A description of the material risks relating to the Notes and to the Issuer is contained under the heading ‘Risk Factors’. Dutch law. Euronext Amsterdam, the ‘Bourse de Luxembourg’ of the Luxembourg Stock Exchange, or as otherwise specified in the relevant Final Terms. As specified in the relevant Final Terms, a Series of Notes may be unlisted. If applicable, see the relevant Final Terms. If applicable, see the relevant Final Terms. United States, European Economic Area, United Kingdom, the Netherlands, Australia, Singapore, the Republic of France and Japan. See ‘Plan of Distribution’. For the purposes of Regulation S under the Securities Act, Category 2 selling restrictions shall apply. In the case of Bearer Notes offered to non-U.S. persons and certain eligible U.S. persons, such Notes will be issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(D) (the ‘D Rules’) unless (i) the relevant Final Terms states that the Notes are issued in compliance with U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the ‘C Rules’) or (ii) the Notes are issued other than in compliance with the D Rules or the C Rules but in circumstances in which the Notes will not constitute ‘registration required obligations’ under the United States Tax Equity and Fiscal Responsibility Act of 1982 (‘TEFRA’), which circumstances will be referred to in the relevant Final Terms as a transaction to which TEFRA is not applicable. In the case of a distribution under Rule 144A of the Securities Act, Notes will be issued in registered form, as defined in U.S. Temp. Treas. Reg. §5f.103-1(c). 24
Transfer Restrictions: There are restrictions on the transfer of Registered Notes offered and sold pursuant to Rule 144A under the Securities Act. See ‘Transfer Restrictions’ and ‘Plan of Distribution’. 25
Page 1: Offering Circular Rabobank Nederlan
Page 4 and 5: TABLE OF CONTENTS Page SUMMARY ....
Page 6 and 7: Market Position in the Netherlands
Page 8 and 9: SUMMARY FINANCIAL INFORMATION The f
Page 10 and 11: large number of debtors in a countr
Page 12 and 13: Equity Linked Notes, Index Linked N
Page 14 and 15: Notes issued under this Programme.
Page 16 and 17: IMPORTANT INFORMATION Documents inc
Page 18 and 19: STATE OF NEW HAMPSHIRE CONSTITUTES
Page 20 and 21: GENERAL DESCRIPTION OF THE PROGRAMM
Page 22 and 23: Clearing Systems: Initial Delivery
Page 26 and 27: TERMS AND CONDITIONS OF THE NOTES T
Page 28 and 29: (b) if the Calculation Period is lo
Page 30 and 31: ‘Fractional Amount’ means any f
Page 32 and 33: ‘Potential Adjustment Event’ me
Page 34 and 35: (b) ‘Tier 2 Notes’ means Subord
Page 36 and 37: shall be issued to the holder to re
Page 38 and 39: (iii) Business Day Convention, such
Page 40 and 41: (f) (g) (h) (i) (j) (k) Dual Curren
Page 42 and 43: 7. Redemption, Purchase and Options
Page 44 and 45: (f) (i) (ii) Delivery of Underlying
Page 46 and 47: Coupons and unexchanged Talons rela
Page 48 and 49: (b) (c) Correction of the Index In
Page 50 and 51: at all times maintain (i) a Fiscal
Page 52 and 53: the conclusions of the ECOFIN Counc
Page 54 and 55: (c) (i) Substitution of the Issuer
Page 56 and 57: so require, in the Euronext Daily O
Page 58 and 59: Each temporary Global Note that is
Page 60 and 61: D Rules before the Exchange Date wi
Page 62 and 63: USE OF PROCEEDS The net proceeds fr
Page 64 and 65: Transfers of Registered Notes Trans
Page 66 and 67: General For a listing on Eurolist b
Page 68 and 69: 9 million clients 1.55 million memb
Page 70 and 71: Rabobank Nederland’s liabilities
Page 72 and 73: • Rabobank Development Programme
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Wholesale and International Retail
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In the Netherlands, De Lage Landen
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Insurance On behalf of all entities
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institution has insufficient funds
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Through Rabobank Nederland, the loc
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Results of operations Year ended De
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Other income. Other income increase
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Staff costs. Staff costs rose 8% to
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Depreciation. Depreciation was 5% l
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Net profit. Net profit grew by 26%
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Real Estate The following table set
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Funding At December 31, 2005, due t
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Contractual Obligations and Conting
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Total risk-adjusted items increased
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Maturities and Interest Rate Sensit
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The following table is based on dat
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Summary of Loan Loss Experience The
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SELECTED FINANCIAL INFORMATION The
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Rabobank Group Consolidated Balance
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Rabobank Group Consolidated Profit
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manages interest rate risk through
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GOVERNANCE OF THE RABOBANK GROUP Su
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(electricity), Member of the Superv
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Rik (D.J.M.G.) baron van Slingeland
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states. The EC Directives permit EU
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financial institution, if the balan
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RABOBANK AUSTRALIA BRANCH ABN 70 00
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TAXATION EU Savings Directive The E
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consult their own professional advi
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(b) (c) (d) (e) (f) (g) (i) is a no
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(c) interest on Relevant Notes and
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Bearer Notes (including Exchangeabl
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Election to Treat All Interest as O
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not elect to accrue OID on Short-Te
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to take bond premium (other than ac
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TRANSFER RESTRICTIONS Rule 144A Not
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PLAN OF DISTRIBUTION Summary of Dis
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(1) in relation to any Notes which
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(iii) the publication by the offero
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9. For the period of 12 months foll
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[The following alternative language
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(i) Rate[(s)] of Interest: [•] pe
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(iv) Provisions for determining Rat
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(iv) Person at whose option Specifi
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(xxiii) Physical Settlement by deli
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30 Talons for future Coupons or Rec
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PART B - OTHER INFORMATION 1 Listin
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[Where the underlying is a basket o
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SUMMARY OF SIGNIFICANT DIFFERENCES
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effectiveness testing. Rabobank app
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SUMMARY OF PRINCIPAL DIFFERENCES BE
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INDEX TO FINANCIAL STATEMENTS CONSO
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CONSOLIDATED BALANCE SHEET (AFTER P
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CASH FLOW STATEMENT OF RABOBANK GRO
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PROFIT AND LOSS ACCOUNT OF RABOBANK
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PROFIT AND LOSS ACCOUNT OF RABOBANK
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PRINCIPAL OFFICES OF THE ISSUER Co
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LEGAL ADVISERS To the Issuer To Co
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