Rabobank Nederland - Robeco.com

States to qualified institutional buyers within the meaning of Rule 144A under the United States
Securities Act of 1933 (the ‘Securities Act’).
‘Reverse Conversion Right’ means the right of the Issuer, as specified in the relevant Final Terms,
to redeem any Notes either by delivery of Underlying Securities or by payment of the Equity Linked
Redemption Amount, all in accordance with and subject to the provisions of these Conditions.
’Reverse Merger’ has the meaning given to it in the definition of Merger Event.
‘Scheduled Closing Time’ means, in respect of an Exchange or Related Exchange and a
Scheduled Trading Day, the scheduled weekday closing time of such Exchange and Related
Exchange on such Scheduled Trading Day, without regard to after hours or any other trading
outside the hours of the regular trading session.
‘Scheduled Trading Day’ means, (i) in respect of an Underlying Security or an Index (other than a
Multi-Exchange Index), any day on which each Exchange and Related Exchange are scheduled
to be open for trading for their respective trading sessions, and (ii) in respect of a Multi-Exchange
Index, any day on which the Sponsor is scheduled to publish the level of the Index and each
Related Exchange is scheduled to be open for trading for its respective trading session.
‘Senior Note’ means a Note specified as such in the relevant Final Terms.
‘Settlement Disruption Event’ means, in respect of any Series, (i) an event beyond the control of
the Issuer as a result of which, in the opinion of the Calculation Agent, delivery of (one of) the
Underlying Securities comprised in any Underlying Securities Amount by or on behalf of the
Issuer, in accordance with these Conditions and/or applicable Final Terms, is not reasonably
practicable; or (ii) the existence of any prohibition or material restriction imposed by applicable
law (or by order, decree or regulation of any governmental entity, stock exchange or self-regulating
body having jurisdiction), including prohibitions or restrictions resulting from action taken or not
taken by the Issuer and/or any Affiliate of the Issuer on the ability of the Issuer or any of its Affiliates
engaged in hedging transactions relating to the Underlying Securities to transfer the Underlying
Securities or a particular class of Underlying Securities comprised in any Underlying Securities
Amount.
‘Solvency Guidelines’ means the solvency guidelines of the Dutch Central Bank (De
Nederlandsche Bank N.V.) to which the Issuer is subject.
‘Specified Currency’ means the currency specified as such hereon or, if none is specified, the
currency in which the Notes are denominated.
‘Sponsor’ means, in respect of an Index, the corporation or other entity specified as such in the
relevant Final Terms.
‘Subordinated Notes’ means Tier 2 Notes, Tier 3 Notes and subordinated perpetual Notes.
‘Substituted Debtor’ shall have the meaning contained in Condition 14(c)(i).
‘Successor Index’ shall have the meaning contained in Condition 9(a).
‘Successor Sponsor’ shall have the meaning contained in Condition 9(a).
‘TARGET Business Day’ means a day on which the TARGET System is open for business.
‘TARGET System’ means the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System or any successor thereto.
‘Tender Offer’ means, in respect of any Underlying Security, a takeover offer, tender offer,
exchange offer, solicitation, proposal or other event by any entity or person that results in such
entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion
or other means, more than 10 per cent. and less than 100 per cent. of the outstanding voting
shares of the relevant Company, as determined by the Calculation Agent, in its sole and absolute
discretion, based upon the making of filings with governmental or self-regulatory agencies, or
such other information as the Calculation Agent determines to be relevant.
‘Tender Offer Date’ means, in respect of a Tender Offer, the date on which voting shares in the
amount of applicable thresholds are actually purchased or otherwise obtained, as determined by
the Calculation Agent in its sole and absolute discretion.
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