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(When completing this paragraph, consideration should be given as to whether such mattersdescribed constitute “significant new factors” and consequently trigger the need for a supplement tothe Offering Circular under Article 16 of the Prospectus Directive.)[The Issuer does not intend to provide post-issuance information.]12. INFORMATION IN RELATION TO THE REFERENCE ENTITY, EXPLANATION OFEFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHERINFORMATION CONCERNING THE REFERENCE ENTITY (Credit Linked Notes only)(If there is a derivative component in the interest or the Notes are derivative securities to whichAnnex XII of the Prospectus Directive Regulation applies, need to include a clear andcomprehensive explanation of how the value of the investment is affected by the underlying and thecircumstances when the risks are most evident.)(N.B. The requirement below only applies if the Notes are derivative securities to which Annex XII ofthe Prospectus Directive Regulation applies.)(Need to include details of the Reference Entity and of where information on the Reference Entitycan be obtained.)(Include other information concerning the underlying required by paragraph 4.2 of Annex XII of theProspectus Directive Regulation.)(When completing this paragraph, consideration should be given as to whether such mattersdescribed constitute “significant new factors” and consequently trigger the need for a supplement tothe Offering Circular under Article 16 of the Prospectus Directive.)[The Issuer does not intend to provide post-issuance information.]13. OPERATIONAL INFORMATION(a) ISIN: [●](If fungible with an existing Series insert:)[Pending consolidation with the Tranche 1 Notes: [●]Following consolidation with the Tranche 1 Notes: [●]](b) Common Code: [●](If fungible with an existing Series insert:)[Pending consolidation with the Tranche 1 Notes: [●]Following consolidation with the Tranche 1 Notes: [●]](c) The Depository Trust Company: [Not Applicable/Give name and CUSIP NUMBER](d)Any clearing system(s) other thanDTC, Euroclear Bank S.A./N.V.and Clearstream Banking sociétéanonyme and the relevantidentification number(s):[Not Applicable/Give name(s) and number(s)](e) Delivery: Delivery [against/free of] payment69
(f)(g)Names (and addresses) ofadditional (Paying/Delivery)Agent(s) (if any):Names (and addresses) ofCalculation Agent(s) (if differentfrom Coöperatieve CentraleRaiffeisen-Boerenleenbank B.A.(trading as RabobankInternational)):Not Applicable/[●]Not Applicable/[●]14. TERMS AND CONDITIONS OF THE OFFER(a) [Offer Price:] [Issue Price/Not Applicable/[●] (Give details)](b)(c)(d)(e)(f)(g)[Conditions to which the offer issubject:][Description of the applicationprocess:][Details of the minimum and/ormaximum amount of application:][Description of possibility toreduce subscriptions and mannerfor refunding excess amount paidby applicants:][Details of the method and timelimits for paying up and deliveringthe Notes:][Manner in and date on whichresults of the offer are to be madepublic:][Not Applicable/[●] (Give details)][Not Applicable/[●] (Give details)][The offer of the Notes is expected to open at [●] hours(Central European Time) on [●] and close at [●] hours(Central European Time) on [●] or such earlier or laterdate or time as the Issuer may determine and will beannounced [●] (the “Offer Period”).][The Issuer reserves the right to withdraw or alter theterms of the offer of the Notes up to one Business Dayprior to the Issue Date at the latest. Such withdrawal oralteration will be announced as described above.][Not Applicable/[●] (Give details)][Not Applicable/[●] (Give details)][Subscriptions in excess of the aggregate nominalamount will be reduced systematically. Reduction willbe announced by the Issuer at [●] hours (CentralEuropean Time) on [●] or such earlier or later date ortime as the Issuer may determine and will beannounced as described in item 14(c) above.][Not Applicable/[●] (Give details)][The Issuer reserves the right to increase or decreasethe aggregate nominal amount of the Notes to be issuedand allotted. Such increase or decrease will beannounced by the Issuer at [●] hours (Central EuropeanTime) on [●] or such earlier or later date or time as the70
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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
Page 40 and 41: Adjustment to the terms and conditi
Page 42 and 43: Prospective purchasers of the Notes
Page 44 and 45: Notes issued at a substantial disco
Page 46 and 47: implementation of the Savings Direc
Page 48 and 49: Legal investment considerations may
Page 50 and 51: IMPORTANT INFORMATIONThis Offering
Page 52 and 53: equirement to publish a prospectus
Page 54 and 55: Issuer or such directors and office
Page 56 and 57: FORM OF FINAL TERMS (LESS THAN EUR
Page 58 and 59: REPRESENTATION CAN BE MADE AS TO TH
Page 60 and 61: 8. Maturity Date or Redemption Mont
Page 62 and 63: (i)Other terms relating to the meth
Page 64 and 65: Redemption Amounts and Late Payment
Page 66 and 67: INDEX LINKED INTEREST NOTE PROVISIO
Page 68 and 69: [[●]/See Schedule]](b)(c)(d)(e)Pa
Page 70 and 71: (Specify other)](f) Additional Fina
Page 72 and 73: (c) Day Count Fraction: [Actual/Act
Page 74 and 75: (c)Provisions for determining Final
Page 76 and 77: (e)Relevant provisions for determin
Page 78 and 79: [The obligation(s) identified as fo
Page 80 and 81: (x) Physical Settlement Period: [
Page 82 and 83: (j) Fund Business Day: [[●] (Give
Page 84 and 85: DISTRIBUTION45. (a) If syndicated,
Page 86 and 87: PART B - OTHER INFORMATION 71. LIST
Page 88 and 89: composed by the Issuer and if the i
Page 92 and 93: (h)(i)(j)(k)(l)[Procedure for exerc
Page 94 and 95: FORM OF FINAL TERMS (AT LEAST EUR 5
Page 96 and 97: (When adding any other terms, risk
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Page 100 and 101: (f) Screen Rate Determination: [App
Page 102 and 103: (e)Currencies and/or formula isimpo
Page 104 and 105: (d)Provisions for determining theRa
Page 106 and 107: (f) Additional Disruption Events: [
Page 108 and 109: (j)Others terms or specialcondition
Page 110 and 111: [Actual/Actual (ISDA)]/[Other](d) O
Page 112 and 113: INDEX LINKED REDEMPTION NOTE PROVIS
Page 114 and 115: (g) Observation Date(s): [[●] (Gi
Page 116 and 117: Obligations:[The obligation(s) iden
Page 118 and 119: Terms relating to PhysicalDelivery:
Page 120 and 121: (vi) Benchmark Change: The benchmar
Page 122 and 123: (When adding any other final terms,
Page 124 and 125: PART B - OTHER INFORMATION 121. LIS
Page 126 and 127: information about the index can be
Page 128 and 129: (Include other information concerni
Page 130 and 131: SCHEDULE [●] TO THE FINAL TERMS(I
Page 132 and 133: Terms and Conditions for the purpos
Page 134 and 135: Day Count Fraction =[360 x (Y2 - Y
Page 136 and 137: “Delivery Agent”“Determinatio
Page 138 and 139: 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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(b)Cash SettlementIf Cash Settlemen
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no further or other amount in respe
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Notice, the relevant Noteholder may
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the same highest or lowest value, t
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method or if such Obligation’s yi
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“Best AvailableInformation”mean
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(ii)(iii)where “Grace Period Exte
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“Deliverable Obligation”means,
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Obligation may be included as a Del
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“Assignable Loan”, “Consent R
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whose outstanding Voting Shares are
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Obligation”“Governmental Author
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Entity consolidates or amalgamates
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aforementioned currencies, which cu
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Default Requirement have become due
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Issuer a certificate signed by a Ma
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Quotations shall include or exclude
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effective.“Restructured Bond orLo
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Deliverable Obligation Characterist
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change in the Reference Obligation
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Derivatives Definitions.Upon the Ca
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(ii)The following Valuation Methods
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(l)Provisions relating to Multiple
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(d)Payments in respect of Registere
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12. TaxationAll payments of princip
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15. AgentsThe Issuing and Paying Ag
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The Agency Agreement may be amended
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the first payment of interest there
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FORM OF THE NOTESInitial Issue of N
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procure the delivery of, a Permanen
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−Notices. So long as any Notes ar
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CLEARING AND SETTLEMENTBook-Entry O
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Euroclear and Clearstream customers
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59.1 per cent., and the return on e
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agricultural market. Structured Fin
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Real estate, Rabo Vastgoedgroep N.V
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and that Rabobank Group’s broad r
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Leveraging Rabobank’s distributio
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RABOBANK GROUP STRUCTURECoöperatie
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Rabobank Nederland’s “central b
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continue. Management expects that t
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footnotes to the audited consolidat
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Operating expenses. Total operating
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Year ended 31 December20082007(rest
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Year ended 31 December20082007(rest
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Other income. Other income decrease
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Year ended 31 December 2007 compare
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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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