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15. AgentsThe Issuing and Paying Agent, the Euroclear Netherlands Fiscal Agent, the Registrar, the PayingAgents, the Transfer Agents, the Exchange Agent and the Calculation Agent initially appointed by theIssuer and their respective specified offices are listed on page 353.The Issuing and Paying Agent, the Euroclear Netherlands Fiscal Agent, the Registrar, the PayingAgents, the Transfer Agents, the Exchange Agent and the Calculation Agent act solely as agents ofthe Issuer and do not assume any obligation or relationship of agency or trust for or with anyNoteholder, Receiptholder or Couponholder.The Issuer reserves the right at any time to vary or terminate the appointment of the Issuing andPaying Agent, the Euroclear Netherlands Fiscal Agent, the Registrar, any other Paying Agent, anyTransfer Agent, the Exchange Agent or the Calculation Agent and to appoint additional or otherPaying Agents or Transfer Agents provided that the Issuer shall at all times maintain:(i)(ii)(iii)(iv)(v)(vi)(vii)(viii)an Issuing and Paying Agent;a Euroclear Netherlands Fiscal Agent;a Registrar in relation to Registered Notes;one or more Calculation Agent(s) where the Terms and Conditions so require;a Transfer Agent(s) in relation to Registered Notes;if and for so long as the Notes are listed on any stock exchange which rules require theappointment of a Paying Agent in any particular place, a Paying Agent having its specifiedoffice in the place required by the rules of such stock exchange;a Paying Agent in a member state of the European Union that is not obliged to withhold ordeduct tax pursuant to European Council Directive 2003/48/EC or any law implementing orcomplying with, or introduced in order to conform to, such Directive; andso long as any of the Registered Notes payable in a Specified Currency other than U.S. dollarsare held through DTC or its nominee, there will at all times be an Exchange Agent with aspecified office in New York City.In addition, the Issuer shall forthwith appoint a Paying Agent in New York City in respect of anyNotes denominated in U.S. dollars in the circumstances described in Condition 11 or for payment ofexchanged amounts under Condition 11(d)(iii) for Notes denominated in Specified Currencies otherthan U.S. dollars.Notice of any such change or any change of any specified office shall promptly be given to theNoteholders.16. Meeting of Noteholders, Modifications and Substitutions(a)Meetings of NoteholdersThe Agency Agreement contains provisions for convening meetings of Noteholders to consider anymatter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined inthe Agency Agreement) of a modification of any of these Terms and Conditions. Such a meeting may223
e convened by the Issuer or Noteholders holding not less than 10 per cent. in nominal amount of theNotes for the time being outstanding. The quorum for any meeting convened to consider anExtraordinary Resolution shall be two or more persons being or representing Noteholders whateverthe nominal amount of the Notes held or represented, unless the business of such meeting includesconsideration of proposals, inter alia, (i) to amend the dates of the Maturity Date or redemption of anyof the Notes, any Instalment Date or any date for payment of interest or interest amounts on the Notes,(ii) to reduce or cancel the nominal amount of, or any Instalment Amount of, or any premium payableon redemption of, the Notes, (iii) to reduce the rate or rates of interest in respect of the Notes or tovary the method or basis of calculating the rate or rates or amount of interest or the basis forcalculating any interest amount in respect of the Notes, (iv) if a Minimum and/or a Maximum Rate ofInterest is shown in the relevant Final Terms, to reduce any such Minimum and/or Maximum Rate ofInterest, (v) to vary any method of, or basis for, calculating the Final Redemption Amount, the CreditEvent Redemption Amount, the Early Redemption Amount, the Obligatory Redemption Amount orthe Optional Redemption Amount including the method of calculating the Amortised Face Amount,(vi) to vary the currency or currencies of payment of the Notes, (vii) to modify the provisionsconcerning the quorum required at any meeting of Noteholders or any adjournment of such meeting orthe majority required to pass the Extraordinary Resolution or (viii) to take any steps that as specifiedin the relevant Final Terms may only be taken following approval by an Extraordinary Resolution towhich the special quorum provisions apply, in which case the necessary quorum shall be two or morepersons holding or representing not less than 75 per cent., or at any adjourned meeting not less than 25per cent., in principal amount of the Notes for the time being outstanding. Any ExtraordinaryResolution duly passed shall be binding on all Noteholders (whether or not they were present at themeeting at which such resolution was passed) and on all Receiptholders and Couponholders.The Agency Agreement provides that a resolution in writing signed by or on behalf of the holders ofnot less than 75 per cent. in nominal amount of the Notes outstanding shall for all purposes be as validand effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened andheld. Such a resolution in writing may be contained in one document or several documents in thesame form, each signed by or on behalf of one or more Noteholders.These Terms and Conditions may be amended by the Issuer (with the agreement, not to unreasonablywithheld, of the Fiscal Agent) (i) for the purposes of curing any ambiguity, or for curing, correcting orsupplementing any defective provision contained therein, (ii) in any manner which the Issuer maydeem necessary or desirable and which shall not materially adversely affect the interests of theNoteholders, Receiptholders and Couponholders or (iii) if the amendment or modification is of aformal, minor or technical nature or is made to comply with mandatory provisions of law, without theconsent of the Noteholder, Receiptholder or Couponholder. Any such amendment or modificationshall be binding on the Noteholders, Receiptholders and Couponholders and such amendment ormodification shall be notified to the Noteholders in accordance with Condition 19 (Notices) of theNotes as soon as practicable (but failure to give such notice, or non-receipt thereof, shall not affect thevalidity of such amendment or modification).These Terms and Conditions may be amended, modified or varied in relation to any Series by theterms of the relevant Final Terms in relation to such Series.(b)Modification and Amendment of Agency AgreementThe Issuer shall only permit any modification of, or any waiver or authorisation of any breach orproposed breach of or any failure to comply with, the Agency Agreement, if to do so could notreasonably be expected to be prejudicial to the interests of the Noteholders.224
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Dit prospectus is gemaakt voor de u
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A Dutch language description of the
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FUND LINKED INTEREST NOTE PROVISION
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Where:SPX (0) means the Reference L
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(b)Whether the Notesrelate to a bas
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37. Instalment Notes: Not Applicabl
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PART B - OTHER INFORMATION1. LISTIN
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Index to track general stock market
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(b)(c)(d)(e)(f)Conditions to which
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ANNEXDUTCH LANGUAGE DESCRIPTIONNEDE
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OFFERING CIRCULARRABOBANK STRUCTURE
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ChapterTABLE OF CONTENTSPageSUMMARY
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Rabobank’s current long-term depo
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y the International Swaps and Deriv
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Delivery of the Deliverable Obligat
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RISK FACTORSThe Issuer believes tha
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Transfer limits are determined acco
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Effect of governmental policy and r
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Currency Linked NotesThe Issuer may
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Adjustment to the terms and conditi
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Prospective purchasers of the Notes
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Notes issued at a substantial disco
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implementation of the Savings Direc
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Legal investment considerations may
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IMPORTANT INFORMATIONThis Offering
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equirement to publish a prospectus
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Issuer or such directors and office
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FORM OF FINAL TERMS (LESS THAN EUR
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REPRESENTATION CAN BE MADE AS TO TH
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8. Maturity Date or Redemption Mont
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(i)Other terms relating to the meth
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Redemption Amounts and Late Payment
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INDEX LINKED INTEREST NOTE PROVISIO
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[[●]/See Schedule]](b)(c)(d)(e)Pa
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(Specify other)](f) Additional Fina
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(c) Day Count Fraction: [Actual/Act
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(c)Provisions for determining Final
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(e)Relevant provisions for determin
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[The obligation(s) identified as fo
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(x) Physical Settlement Period: [
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(j) Fund Business Day: [[●] (Give
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DISTRIBUTION45. (a) If syndicated,
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PART B - OTHER INFORMATION 71. LIST
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composed by the Issuer and if the i
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(When completing this paragraph, co
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(h)(i)(j)(k)(l)[Procedure for exerc
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FORM OF FINAL TERMS (AT LEAST EUR 5
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(When adding any other terms, risk
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[Fund Linked Redemption]/[Dual Curr
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(f) Screen Rate Determination: [App
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(e)Currencies and/or formula isimpo
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(d)Provisions for determining theRa
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(f) Additional Disruption Events: [
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(j)Others terms or specialcondition
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[Actual/Actual (ISDA)]/[Other](d) O
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INDEX LINKED REDEMPTION NOTE PROVIS
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(g) Observation Date(s): [[●] (Gi
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Obligations:[The obligation(s) iden
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Terms relating to PhysicalDelivery:
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(vi) Benchmark Change: The benchmar
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(When adding any other final terms,
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PART B - OTHER INFORMATION 121. LIS
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information about the index can be
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(Include other information concerni
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SCHEDULE [●] TO THE FINAL TERMS(I
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Terms and Conditions for the purpos
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Day Count Fraction =[360 x (Y2 - Y
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“Delivery Agent”“Determinatio
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and/or of DTC, as applicable, as th
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Bearer Notes are represented either
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writing, be mailed by uninsured pos
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(b)Interest on Floating Rate Notes,
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The Agency Agreement contains provi
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(d)Interest on Dual Currency NotesI
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In the case of a partial redemption
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Where such calculation is made for
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Redemption Amount and/or the Strike
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(irrespective of whether that eight
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price risk of the Issuer issuing an
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espect of a Multi-Exchange Index ex
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exchange or quotation system as on
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8. Equity Linked Notes(a)Redemption
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e appropriate to preserve the econo
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case, such date of delivery shall b
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Equity Issuer or Underlying Equity
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For the avoidance of doubt, where a
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(vii)If the Calculation Agent deter
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(C)“Valid Date” shall mean a Sc
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effect transactions in, or obtain m
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occurrence of a Disrupted Day shall
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Calculation Agent) on the overall m
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9. Fund Linked Notes(a)Redemption o
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(x)(xi)(xii)any material change or
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elevant Final Terms) or its equival
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(c)Disrupted Days(i)Valuation Dates
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“FundAdministrator”“Fund Advi
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Page 196 and 197: no further or other amount in respe
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Page 200 and 201: the same highest or lowest value, t
Page 202 and 203: method or if such Obligation’s yi
Page 204 and 205: “Best AvailableInformation”mean
Page 206 and 207: (ii)(iii)where “Grace Period Exte
Page 208 and 209: “Deliverable Obligation”means,
Page 210 and 211: Obligation may be included as a Del
Page 212 and 213: “Assignable Loan”, “Consent R
Page 214 and 215: whose outstanding Voting Shares are
Page 216 and 217: Obligation”“Governmental Author
Page 218 and 219: Entity consolidates or amalgamates
Page 220 and 221: aforementioned currencies, which cu
Page 222 and 223: Default Requirement have become due
Page 224 and 225: Issuer a certificate signed by a Ma
Page 226 and 227: Quotations shall include or exclude
Page 228 and 229: effective.“Restructured Bond orLo
Page 230 and 231: Deliverable Obligation Characterist
Page 232 and 233: change in the Reference Obligation
Page 234 and 235: Derivatives Definitions.Upon the Ca
Page 236 and 237: (ii)The following Valuation Methods
Page 238 and 239: (l)Provisions relating to Multiple
Page 240 and 241: (d)Payments in respect of Registere
Page 242 and 243: 12. TaxationAll payments of princip
Page 246 and 247: The Agency Agreement may be amended
Page 248 and 249: the first payment of interest there
Page 250 and 251: FORM OF THE NOTESInitial Issue of N
Page 252 and 253: procure the delivery of, a Permanen
Page 254 and 255: −Notices. So long as any Notes ar
Page 256 and 257: CLEARING AND SETTLEMENTBook-Entry O
Page 258 and 259: Euroclear and Clearstream customers
Page 260 and 261: 59.1 per cent., and the return on e
Page 262 and 263: agricultural market. Structured Fin
Page 264 and 265: Real estate, Rabo Vastgoedgroep N.V
Page 266 and 267: and that Rabobank Group’s broad r
Page 268 and 269: Leveraging Rabobank’s distributio
Page 270 and 271: RABOBANK GROUP STRUCTURECoöperatie
Page 272 and 273: Rabobank Nederland’s “central b
Page 274 and 275: continue. Management expects that t
Page 276 and 277: footnotes to the audited consolidat
Page 278 and 279: Operating expenses. Total operating
Page 280 and 281: Year ended 31 December20082007(rest
Page 282 and 283: Year ended 31 December20082007(rest
Page 284 and 285: Other income. Other income decrease
Page 286 and 287: Year ended 31 December 2007 compare
Page 292 and 293: Year ended 31 December20082007*(res
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Contingent liabilities relate prima
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The BIS ratio is calculated by divi
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The table below sets forth a geogra
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(in millions of euro)BanksPublicaut
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The following table provides an ana
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At 31 December(in millions of euro)
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(in millions of euro) 30-Jun-09 31-
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RISK MANAGEMENTRabobank Group place
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Credit riskRabobank Group aims to o
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Liquidity risk is an organisation-w
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Supervisory BoardThe Supervisory Bo
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increasing legislation and regulati
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Supervisory Board of Rabobank Neder
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Auxiliary positionsDate of first ap
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Date of first appointment tothe Sup
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Date of first appointment tothe Sup
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Supervision & Monetary Affairs and
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REGULATION OF RABOBANK GROUPRaboban
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Dutch regulationGeneralAs of Septem
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EmergenciesThe Financial Supervisio
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TAXATIONGeneralThe following summar
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to dispose of the Notes. In some ca
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settlement institution and pays the
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their own professional advisers as
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should consult their tax adviser co
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espect to the Discount Note for eac
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(c) it does not provide for any pri
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U.S. federal income tax purposes) h
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Contingent NotesGain from the sale
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issue price of a Foreign Currency C
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4.3 U.S. Federal Income Tax Treatme
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Issuers intend to treat the Forward
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Retirement of an Option Note for Ca
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U.S. Holder will be required to dis
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‘“benefit plan investors”.
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(7) Distribution of this Offering C
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(d)(e)at any time to fewer than 100
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for the purposes of its business an
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e-offering or resale, directly or i
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GENERAL INFORMATION1. Application h
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PRINCIPAL OFFICE OF THE ISSUERCoöp
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