coöperatieve rabobank u.a. (rabobank), hong kong branch … · 2016-03-31 · the cds do not...

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Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch

HK$20,000,000,000 Multicurrency Programme

for the issue of Certificates of Deposit

Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch ("Rabobank" or the

"Issuer"), subject to compliance with all relevant laws, regulations and directives, may

pursuant to the HK$20,000,000,000 multicurrency programme for the issue of certificates of

deposit (the "Programme") from time to time issue certificates of deposit (the "CDs").

References to "CDs" shall, if the context so admits, include the global CDs (the "Global

CDs"). This Information Memorandum contains a summary of the Programme, the form of

the CDs and a description of Rabobank.

Arranger

COÖPERATIEVE RABOBANK U.A. (RABOBANK), HONG KONG BRANCH

Dealers

BNP PARIBAS, HONG KONG BRANCH

BofA MERRILL LYNCH

CITIBANK EUROPE plc

COÖPERATIEVE RABOBANK U.A. (RABOBANK), HONG KONG BRANCH

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED

NATIONAL AUSTRALIA BANK LIMITED

STANDARD CHARTERED BANK (HONG KONG) LIMITED

and

UBS AG, HONG KONG BRANCH

Dated 31 March 2016

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IMPORTANT INFORMATION

This Information Memorandum contains summary information provided by Coöperatieve

Rabobank U.A. (Rabobank), Hong Kong Branch (the "Issuer" or "Rabobank") in

connection with a HK$20,000,000,000 multicurrency programme for the issue of certificates

of deposit (the "Programme") under which the Issuer may issue and have outstanding at any

time certificates of deposit (the "CDs") up to a maximum aggregate amount of

HK$20,000,000,000 or its equivalent in alternative currencies. The Issuer has appointed BNP

Paribas, Hong Kong Branch, Bank of America Merrill Lynch International Limited, Citibank

Europe plc, Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch, Crédit Agricole

Corporate and Investment Bank, The Hongkong and Shanghai Banking Corporation Limited,

National Australia Bank Limited, Standard Chartered Bank (Hong Kong) Limited and UBS

AG, Hong Kong Branch (the "Dealers") as dealers for the CDs under the Programme, and

has authorised the Dealers to circulate this Information Memorandum in connection therewith.

The Issuer accepts responsibility for the information contained in this Information

Memorandum and confirms that it has taken all reasonable care to ensure that all information

contained in this Information Memorandum is, in every material respect, true and accurate

and not misleading and, to the best of its knowledge and belief, there are no other facts the

omission of which would make any statement in this Information Memorandum misleading

in any material respect in the context of the acceptance of deposits and issuance of CDs

therefor.

This Information Memorandum is to be read in conjunction with all documents which are

deemed to be incorporated herein by reference (see "Information Incorporated By Reference"

below). This Information Memorandum shall, save as specified herein, be read and construed

on the basis that such documents are so incorporated and form part of this Information

Memorandum.

Potential purchasers should determine for themselves the relevance of the information

contained in this Information Memorandum as supplemented from time to time and their

decision to purchase any of the CDs should be based upon such investigation as they

themselves deem necessary. This Information Memorandum should not be considered as a

recommendation by any Dealer or the Issuer to purchase any of the CDs.

The Dealers have not independently verified the information contained herein. Accordingly,

no representation, warranty or undertaking (express or implied) is made and no responsibility

or liability is accepted by the Dealers as to the accuracy or completeness at any time of this

Information Memorandum or any supplement hereto. No person has been authorised by the

Issuer or the Dealers to give any information or to make any representation not contained in

this Information Memorandum or any supplement hereto, and, if given or made, such

information or representation must not be relied upon as having been authorised.

Neither the delivery of this Information Memorandum, any agreement made on the basis

hereof nor the offering, sale or delivery of any CDs shall in any circumstances imply that the

information contained herein concerning the Issuer is correct at any time subsequent to the

date hereof or the date upon which this Information Memorandum has been most recently

amended or supplemented in that there has been no change in the financial situation or

business affairs of the Issuer since the date hereof or, if later, the date upon which the

Information Memorandum has been the most recently amended or supplemented or the

balance sheet date of the most recent financial statements which are deemed to be

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incorporated into this Information Memorandum by reference or that any other information

supplied in connection with the Programme is correct at any time subsequent to the date on

which it is supplied or, if different, the date indicated in the document containing the same.

This Information Memorandum does not, and is not intended to, constitute or contain an offer

or invitation to any person to purchase any CDs or any interests in CDs issued by the Issuer.

The distribution of this Information Memorandum and the offering for sale of the CDs in

certain jurisdictions may be restricted by law. Any persons into whose possession this

Information Memorandum or any CDs come are required by the Issuer and the Dealers to

inform themselves of, and to observe, any such restrictions. In particular, such persons are

required to comply with the restrictions on offers or sales (directly or indirectly) of the CDs

and on distribution of this Information Memorandum and other information in relation to the

CDs in any country or jurisdiction, except in such manner and in such circumstances as in

compliance with any applicable laws or regulations of such country or jurisdiction.

The CDs do not constitute "protected deposits" under the Deposit Protection Scheme in

Hong Kong established under the Deposit Protection Scheme Ordinance (Cap. 581) of

Hong Kong.

The CDs have not been and will not be registered under the U.S. Securities Act of 1933, as

amended (the "Securities Act"). Subject to certain exceptions, the CDs may not be offered,

sold or delivered within the United States ("US") or to U.S. persons. The CDs are in bearer

form and are subject to US tax law requirements.

Furthermore, neither the Issuer nor any of the Dealers makes any comment about the

treatment for taxation purposes of payments or receipts in respect of the CDs. Each investor

contemplating acquiring CDs under the Programme described herein is advised to consult a

professional adviser in connection therewith.

This Information Memorandum is not intended to provide the basis of any credit or other

evaluation. Each potential purchaser should determine for itself the relevance of the

information contained in this Information Memorandum as updated from time to time and its

interest in the purchase of any CDs should be based upon such investigation as it deems

necessary. This Information Memorandum contains references to ratings. A 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 relevant rating agency. Prospective investors in the CDs should

keep the contents of this Information Memorandum confidential and may not reproduce or

use in whole or in part the contents for any purpose not authorised by the Issuer.

This Information Memorandum may refer to information included in other locations,

including, but not limited to, certain websites. That information does not form part of this

Information Memorandum and the Issuer does not take any responsibility for such

information.

With effect from 1 January 2016, the Issuer, as surviving entity following a legal merger with

all of its members being the local Rabobanks, changed its name from Coöperatieve Centrale

Raiffeisen-Boerenleenbank B.A. to Coöperatieve Rabobank U.A. Accordingly, references in

this Prospectus to the “Issuer” and “Rabobank” shall, with respect to matters occurring prior

to 1 January 2016 (i.e. prior to the legal merger with the local Rabobanks), be deemed to refer

to Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., and with respect to matters

occurring on or after 1 January 2016, be deemed to refer to Coöperatieve Rabobank U.A. (i.e.

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after the legal merger with the local Rabobanks). Accordingly, references to “Rabobank

Group” are to Coöperatieve Rabobank U.A. (or, with respect to matters occurring prior to 1

January 2016, Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.) together with its

consolidated subsidiaries.

This Information Memorandum supersedes and replaces the information memorandum dated

20 April 2011, as amended or supplemented.

In this Information Memorandum:

(a) references to "Euro" and "EUR" are to the single currency of participating member

states of the European Union, as contemplated by the Treaty establishing the

European Community, as amended;

(b) references to "HK Dollars", "HK$" and "HKD" are references to the lawful currency

(from time to time, and by whatever name it may be called) of the Hong Kong Special

Administration Region, People's Republic of China ("Hong Kong");

(c) references to "RMB" are references to the lawful currency of the People's Republic of

China (the "PRC");

(d) references to "Sterling" and "£" are references to the lawful currency of the United

Kingdom; and

(e) references to "U.S. Dollars", "USD" and "U.S.$" are references to the lawful currency

of the United States of America.

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DEPOSIT PROTECTION

Under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of

Hong Kong, where a bank which is a company is wound up in Hong Kong, each depositor on

the date that the winding up commences may rank as a priority creditor for a maximum of

HK$500,000, regardless of the number of deposits.

This Programme is not subject to the Deposit Protection Scheme established by the Hong

Kong Deposit Protection Board pursuant to the Deposit Protection Scheme Ordinance (Cap.

581) of Hong Kong and each CD issued under the Programme is not a "protected deposit"

and is not protected by the Deposit Protection Scheme.

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INFORMATION INCORPORATED BY REFERENCE

This Information Memorandum is to be read in conjunction with any relevant amendment or

supplement, the relevant issue terms and the following documents which have been

previously published or are published simultaneously with this Information Memorandum

and shall be deemed to be incorporated in, and to form part of, this Information

Memorandum:

(a) the unconsolidated financial statements of Rabobank for the years ended 31

December 2013, 2014 and 2015;

(b) the consolidated financial statements of Rabobank Group for the years ended 31

December 2013, 2014 and 2015;

(c) the annual reports of Rabobank Group for the years ended 31 December 2013, 2014

and 2015.

The Issuer will provide, without charge, upon request, a copy of any or all of the documents

deemed to be incorporated herein by reference. Requests for such documents should be

directed to the Issuer at its office set out at the end of this Information Memorandum or from

the Issuer’s website at https://www.rabobank.com/en/about-rabobank/results-and-

reports/index.html.

https://www.rabobank.com/en/about-rabobank/results-and-reports/index.html

https://www.rabobank.com/en/about-rabobank/results-and-reports/index.html

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TABLE OF CONTENTS

IMPORTANT INFORMATION ii

DEPOSIT PROTECTION v

INFORMATION INCORPORATED BY REFERENCE vi

SUMMARY OF THE PROGRAMME 1

SUMMARY OF PROVISIONS RELATING TO EACH SERIES OF CDs WHILE IN

GLOBAL FORM 6

RISK FACTORS 8

SELECTED INFORMATION ON THE RABOBANK GROUP 27

SELLING RESTRICTIONS 29

TAXATION 35

FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST

BEARING/DISCOUNTED/INDEX-LINKED) 38



FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST




FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST


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SUMMARY OF THE PROGRAMME

Issuer: Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch

Arranger: Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch

Dealers: BNP Paribas, Hong Kong Branch, Bank of America Merrill Lynch

International Limited, Citibank Europe plc, Coöperatieve Rabobank

U.A. (Rabobank), Hong Kong Branch, Crédit Agricole Corporate

and Investment Bank, The Hongkong and Shanghai Banking

Corporation Limited, National Australia Bank Limited, Standard

Chartered Bank (Hong Kong) Limited and UBS AG, Hong Kong

Branch

Issuing Agent and

Paying Agent:

Citibank, N.A., London Branch

CMU Lodging and

Paying Agent:

Citicorp International Limited

Calculation Agent: Citibank, N.A., London Branch or, in the case of a CD lodged with

the CMU Service, Citicorp International Limited, unless otherwise

specified on the CDs.

Programme Amount: The initial aggregate principal amount outstanding at any time will

not exceed HKD20,000,000,000 or its equivalent in alternative

currencies. The Programme Amount may be increased from time to

time.

Currencies: CDs may be issued in any currency, including but not limited to

Euro, Sterling, U.S. Dollars, HK Dollars, RMB, Canadian dollars,

Swiss Franc, Swedish Krona and Japanese Yen, subject to

compliance with all applicable legal and regulatory requirements.

Series:

CDs 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 CDs of each Series

will be interchangeable with all other CDs of that Series.

Fixed Rate CDs: Fixed Rate CDs may be issued which bear fixed rate interest, payable

in arrear at the rate(s) and on the date(s) specified in the CDs.

Floating Rate CDs: Floating Rate CDs may be issued which bear floating rate interest,

payable in arrear at rates set separately for each Series. Interest

Periods may be of one, three, six or 12 months or as otherwise

provided.

Discounted CDs: Discounted CDs may be issued at their principal amount or at a

discount which do not bear interest.

Form of the CDs: Each CD will evidence the deposit of a stated sum for a fixed term

and will be a Fixed Rate CD, Floating Rate CD or Discounted CD or

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in such other form as may be issued from time to time.

CDs will initially be issued by the Issuer in global form (pursuant to

the Programme Agreement (as amended from time to time)),

representing notional interests in definitive CDs.

Depending on the terms of a particular series, CDs will either be

represented initially by a permanent global bearer CD (a "Global

CD") or by a temporary global bearer CD exchangeable in

accordance with its terms for interests in a Global CD or for

Definitive CDs or Direct Rights (a "Temporary Global CD"), in

accordance with the TEFRA C Rules or the TEFRA D Rules,

respectively, pursuant to Section 163(f)(2)(B) of the U.S. Internal

Revenue code and Section 1.163-5(c) of the United States Treasury

Regulations. "Direct Rights" has the meaning given to it in the Deed

of Covenant.

CDs represented initially by a Temporary Global CD in accordance

with the TEFRA D Rules will be exchangeable for interests in a

Global CD in the circumstances set out in the Temporary Global CD.

These will include a requirement for the holder to provide a

certificate of non-US beneficial ownership. In order to provide this,

each investor holding an interest on the relevant CDs will need to

provide a certificate of non-US beneficial ownership to the Issuer,

the Agents or the relevant clearing system.

A Global CD will, in very limited circumstances, be exchangeable

for security-printed bearer CDs in definitive form ("Definitive

CDs").

CDs with a tenor of less than one year will be represented initially by

a Global CD.

Issue Price: Subject to any applicable regulatory restrictions, CDs may be issued

at their principal amount or at a discount or premium to their

principal amount.

Tenor of CDs: Subject to any applicable regulatory restrictions, CDs may be issued

for such maturities of not less than seven days as may be agreed

between the Issuer, the relevant Dealer(s) and Agent(s).

Interest Payment

Dates:

To be determined for each issue of Fixed Rate CDs and Floating Rate

CDs.

Interest Rate: To be determined for each issue of Fixed Rate CDs.

Interest Rates for Floating Rate CDs will be expressed as a margin to

(i) HIBOR (in relation to HK$) or LIBOR (in relation to US$)

determined by reference to Reuters Monitor Money Rates Service or

CNH HIBOR (in relation to RMB); or (ii) otherwise agreed for a

particular issue and set out in the relevant CDs.

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Denominations: Denominations as may be agreed between the Issuer and the relevant

Dealer from time to time, subject in each case to compliance with all

applicable legal and regulatory requirements and provided that in all

cases the relevant denomination is at least HK$100,000 or its

equivalent in the specified currency using the relevant exchange rate

quoted by the Issuing Agent at or about 11.00 a.m. (Hong Kong

time) on the issue date.

Maturity: Each issue of CDs will have a tenor agreed between the Issuer and

the relevant Dealer(s).

Optional

Redemption:

Global CDs or Definitive CDs (as the case may be) issued in respect

of each issue of CDs will state whether such CDs may be redeemed

prior to their stated maturity at the option of the Issuer and/or of the

bearer of such CDs and if so the terms applicable to such redemption,

including the optional redemption amount.

Status of the CDs: CDs will be unsecured obligations of the Issuer ranking pari passu

with all present and future unsecured and unsubordinated

indebtedness of the Issuer, including any unsecured and

unsubordinated guarantees given by the Issuer, other than obligations

preferred by mandatory operation of law.

Taxation: All payments of principal and interest in respect of the CDs will be

made free and clear of withholding taxes in Hong Kong and the

Netherlands, subject to customary exceptions, as stated in the CDs.

Stamp Duty: Under present Hong Kong law, no stamp duty is payable on the issue

or upon any subsequent transfer of delivery of the CDs.

Listing: Some of the CDs may be listed on stock exchanges at the option of

the Issuer. However, the Issuer may also issue unlisted CDs.

Delivery: CDs will be available for delivery to the Central Moneymarkets Unit

Service of the Hong Kong Monetary Authority, Clearstream

Banking, société anonyme, Euroclear Bank S.A./N.V., or to any

other recognised clearing system, as may be agreed between the

Issuer and the relevant Dealer.

The Issuer and the relevant Dealer(s) will agree the lodging

arrangements for the Temporary Global CD(s) or the Global CD(s)

as the case may be.

Selling Restrictions: The offering and sale of the CDs is subject to all applicable selling

restrictions including, without limitation, those of Hong Kong, the

United States of America, the United Kingdom, Japan, the

Netherlands and Singapore. (See "Selling Restrictions").

RMB Unavailability

Event:

In respect of a Series of CDs which RMB is specified as the

Specified Currency, if on any date after the Issue Date the

Calculation Agent determines that by reason of an RMB

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Unavailability Event, it would be impossible, or in the opinion of the

Calculation Agent, commercially impracticable for the Issuer and/or

any of its affiliates to obtain a sufficient amount of RMB deliverable

in Hong Kong in order to satisfy any payment obligation under the

CDs in RMB, the Issuer will be entitled to postpone payment by up

to the Maximum Days of Postponement after the relevant payment

date (or, if earlier, until the date on which the RMB Unavailability

Event ceases to occur).

If following the expiry of the Maximum Days of Postponement, the

Calculation Agent is of the opinion that the RMB Unavailability

Event is continuing and as a result of which it is impossible, or in the

opinion of the Calculation Agent, commercially impracticable for the

Issuer and/or any of its affiliates to obtain a sufficient amount of

RMB deliverable in Hong Kong in order to satisfy the relevant

payment obligation in RMB, the Issuer shall make payment in the

Alternative Currency as soon as is commercially reasonable

thereafter. The applicable exchange rate will be determined by the

Calculation Agent in its sole and absolute discretion, acting in good

faith and in a commercially reasonable manner.

For this purpose:

“Alternative Currency” means U.S. Dollars;

“Maximum Days of Postponement” means 14 consecutive

calendar days; and

“RMB Unavailability Event” means, in respect of any payment

obligation under the CDs, that RMB is not available on the foreign

exchange markets in Hong Kong due to: (i) the imposition of

exchange controls; (ii) it is in respect of any CNH HIBOR Interest

Determination Date or the Maturity Date, impossible for the

Calculation Agent to determinate a rate or (in the determination of

the Calculation Agent) a commercially reasonable rate at which

RMB deliverable in Hong Kong can be converted from/to a freely

convertible currency; or (iii) other circumstances beyond the Issuer’s

control.

Governing Law: The CDs and the Deed of Covenant dated 24 March 2005 entered

into by the Issuer will be governed by, and construed in accordance

with, the laws of Hong Kong.

Rating: It is expected that the CDs to be issued under the Programme will be

rated Aa2/P-1 by Moody's Investors Service Ltd. and A+/A-1 by

Standard and Poor's Credit Market Services Limited. 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.

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Use of Proceeds: The net proceeds from the issues of the CDs will be used by the

Issuer in connection with its banking business.

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SUMMARY OF PROVISIONS RELATING TO EACH SERIES OF CDs

WHILE IN GLOBAL FORM

Each Global CD contains provisions which apply to CDs while they are in global form. The

following is a summary of some of those provisions:

Exchange of Temporary Global CD for permanent Global CD

On or after the Certification Date specified in the relevant Temporary Global CD, a

Temporary Global CD may be exchanged in whole or in part (free of charge to the holder) by

its presentation and, on exchange in full, surrender to the Issuer or, if applicable, the Paying

Agent for interests in a permanent Global CD in bearer form in an aggregate principal

amount equal to the principal amount of the Temporary Global CD submitted for exchange

with respect to which the Issuer or Paying Agent (as applicable) has received the relevant

certifications referred to below.

If the Temporary Global CD is lodged with the CMU Service, any person appearing in the

records of the CMU Service as entitled to an interest in the Temporary Global CD may

require the exchange of an appropriate part of the Temporary Global CD for an equivalent

interest in the permanent Global CD by delivering or causing to be delivered to the Issuer or,

if applicable, the Paying Agent a certificate dated not more than 15 days before the

Certification Date substantially in the form set out in Schedule 1 to the Temporary Global CD.

If the Temporary Global CD is held on behalf of Euroclear or Clearstream, the holder of the

Temporary Global CD may require the exchange of an appropriate part of the Temporary

Global CD for an equivalent interest in the permanent Global CD by delivering or causing to

be delivered to Euroclear or Clearstream a certificate dated not more than 15 days before the

Certification Date substantially in the form set out in Schedule 1 to the Temporary Global CD.

On any exchange of a part of the Temporary Global CD for an equivalent interest in the

permanent Global CD, the portion of the principal amount of the Temporary Global CD so

exchanged will be endorsed by or on behalf of the Issuer in Schedule 1 to the Temporary

Global CD and at that time the principal amount of the Temporary Global CD will be reduced

for all purposes by the amount so exchanged and endorsed.

Exchange for Definitive CDs

Each CD can be exchanged in whole but not in part (free of charge to the holder) for

Definitive CDs:

(i) if that CD is cleared through a Clearing System, when that Clearing System:

(a) has been closed for business for a continuous period of 14 days (other than by

reason of holidays, statutory or otherwise); or

(b) announces an intention permanently to cease business or does in fact do so;

(ii) if the Issuer defaults in payment of any sum payable as provided in the CD; or

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(iii) if:

(a) the Issuer would suffer a material disadvantage in respect of that CD as a

result of a change in the laws or regulations (taxation or otherwise) of Hong

Kong or the Netherlands which would not be suffered if that CD was

exchanged for Definitive CDs; and

(b) a certificate to such effect signed by two authorised signatories of the Issuer is

delivered to the holder hereof.

In the case of (i) or (ii) above, the holder of the CD may give notice to the Paying Agent, or,

in the case of (iii) above, the Issuer may give notice to the holder of the CD or the Paying

Agent, of its intention to exchange the CD for definitive certificates on or after the Exchange

Date specified in the notice. In these circumstances, the Issuer shall bear the cost of

preparing any such definitive certificates and any costs associated with the withdrawal of the

CD from the relevant Clearing System.

If definitive certificates are not issued in accordance with the provisions of the CD in full

exchange for the CD before 5:00 p.m. (Hong Kong time) on the thirtieth Hong Kong

Business Day after surrender of the CD, the CD (including the obligation hereunder to issue

definitive certificates) will become void and the bearer will have no further rights under the

CD (but without prejudice to the rights which the bearer or any other person may have under

the Deed of Covenant dated 24 March 2005 entered into by the Issuer).

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RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations

under the CDs issued under the Programme. Most of these factors are contingencies which

may or may not occur and the Issuer is not in a position to express a view on the likelihood of

any such contingency occurring.

In addition, factors which are material for the purpose of assessing the market risks

associated with the CDs issued under the Programme are also described below.

The Issuer believes that the factors described below represent the principal risks inherent in

investing in CDs issued under the Programme, but the Issuer may be unable to pay interest,

principal or other amounts on or in connection with any CDs for other reasons and the

Issuer does not represent that the statements below regarding the risks of holding any CDs

are exhaustive. Prospective investors should also read the detailed information set out

elsewhere in this Information Memorandum (including any documents deemed to be

incorporated by reference herein) and reach their own views prior to making any investment

decision.

Factors that may affect the Issuer’s ability to fulfil its obligations under CDs issued

under the Programme

Business and general economic conditions

The profitability of Rabobank Group could be adversely affected by a worsening of general

economic conditions in the Netherlands and/or globally. Banks are still facing persistent

turmoil in financial markets following the European sovereign debt crisis that arose in the

first half of 2010 and has continued. In 2014, the Dutch economy showed signs of a possible

recovery. The still difficult economic circumstances have resulted in reduced borrowing and

interest rates and above average impaired loans in line with the levels of 2013. Factors such

as interest rates, exchange rates, inflation, deflation, investor sentiment, the availability and

cost of credit, the liquidity of the global financial markets and the level and volatility of

equity prices can significantly affect the activity level of customers and the profitability of

Rabobank Group. Interest rates remained low in 2014 and due to the measures taken by the

European Central Bank (the “ECB”) intended to stimulate European economies, declined

further at the beginning of 2015. The potential exit of Greece from the Eurozone may also

lead to uncertainty within European financial markets. Persistent low interest rates have

negatively affected and continue to negatively affect the net interest income of Rabobank

Group. Also, a prolonged economic downturn, or significantly higher interest rates for

customers, could adversely affect the credit quality of Rabobank Group's assets by increasing

the risk that a greater number of its customers would be unable to meet their obligations.

Moreover, a market downturn and worsening of the Dutch and global economy could reduce

the value of Rabobank Group's assets and could cause Rabobank Group to incur further

mark-to-market losses in its trading portfolios or could reduce the fees Rabobank Group

earns for managing assets or the levels of assets under management. In addition, a market

downturn and increased competition for savings in the Netherlands could lead to a decline in

the volume of customer transactions that Rabobank Group executes and, therefore, a decline

in customer deposits and the income it receives from commissions and interest. Continuing

volatility in the financial markets or a protracted economic downturn in the Rabobank

Group's major markets could have a material adverse effect on Rabobank Group's results of

operations.

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Credit risk

Credit risk is defined as the risk that a bank will suffer economic losses because a

counterparty cannot fulfil its financial or other contractual obligations arising from a credit

contract. A "credit" is each legal relationship on the basis of which Rabobank Group, in its

role as financial services provider, can or will obtain a claim on a debtor by providing a

product. In addition to loans and facilities (with or without commitment), credit as a generic

term also includes, among other things, guarantees, letters of credit and derivatives. An

economic downturn or the persistence of the European sovereign debt crisis may result in an

increase in credit risk and, consequently, loan losses that are above Rabobank Group’s long-

term average, which could have a material adverse effect on Rabobank Group’s results of

operations.

Country risk

With respect to country risk, a distinction can be made between transfer risk and collective

debtor risk. Transfer risk relates to the possibility of foreign governments placing restrictions

on funds transfers from debtors in that country to creditors abroad. Collective debtor risk

relates to the situation in which a large number of debtors in a country cannot meet their

commitments for the same reason (e.g. war, political and social unrest or natural disasters, but

also government policy that does not succeed in creating macro-economic and financial

stability).

Unpredictable and unexpected events which increase transfer risk and/or collective debtor

risk could have a material adverse effect on Rabobank Group's results of operations.

Interest rate and inflation risk

Interest rate risk is the risk, outside the trading environment, of deviations in net interest

income and/or the market value of capital as a result of changes in market interest rates.

Interest rate risk results mainly from mismatches between the periods for which interest rates

are fixed for loans and funds entrusted. If interest rates increase, the rate for Rabobank

Group's liabilities, such as savings, can be adjusted immediately. This does not apply to the

majority of Rabobank Group's assets, such as mortgages, which have longer interest rate

fixation periods. Sudden and substantial changes in interest rates could have a material

adverse effect on Rabobank Group's results of operations. Inflation and expected inflation can

influence interest rates. An increase in inflation may: (i) decrease the value of certain fixed

income instruments which Rabobank Group holds; (ii) result in surrenders of certain savings

products with fixed rates below market rates by banking customers of Rabobank Group; (iii)

require Rabobank Group to pay higher interest rates on the securities that it issues; and (iv)

cause a general decline in financial markets.

Funding and liquidity risk

Liquidity risk is the risk that not all (re)payment commitments can be met. This could happen

if clients or other professional counterparties suddenly withdraw more funding than expected,

which cannot be met by Rabobank Group's cash resources or by selling or pledging assets or

by borrowing funds from third parties. Important factors in preventing this are preserving the

trust of customers for retail funding and maintaining access to financial markets for

wholesale funding. If either of these was seriously threatened, this could have a material

adverse effect on Rabobank Group's results of operations.

- 10 -

Market risk

The value of Rabobank Group's trading portfolio is affected by changes in market prices,

such as interest rates, equities, currencies, certain commodities and derivatives. Any future

worsening of the situation in the financial markets could have a material adverse effect on

Rabobank Group’s results of operations.

Currency risk

Rabobank Group is an internationally active bank. As such, part of its capital is invested in

foreign activities. This gives rise to currency risk, in the form of translation risk. In addition,

the trading books are exposed to market risk, in that they can have positions that are affected

by changes in the exchange rate of currencies. Sudden and substantial changes in the

exchange rates of currencies could have a material adverse effect on Rabobank Group's

results of operations.

Operational risk

As a risk type, operational risk has acquired its own distinct position in the banking world. It

is defined within the Rabobank Group as "the risk of losses resulting from inadequate or

failed internal processes, people or systems or by external events". Rabobank Group operates

within the current regulatory framework as regards measuring and managing operational risk,

including holding capital for this risk. Events of recent decades in modern international

banking have shown that operational risks can lead to substantial losses. Examples of

operational risk incidents are highly diverse: fraud or other illegal conduct, failure of an

institution to have policies and procedures and controls in place to prevent, detect and report

incidents of non-compliance with applicable laws or regulations, claims relating to

inadequate products, inadequate documentation, losses due to poor occupational health and

safety conditions, errors in transaction processing and system failures. The occurrence of any

such incidents or additional cost of complying with new regulation could have a material

adverse effect on Rabobank Group's reputation and results of operations.

Legal risk

Rabobank Group is subject to a comprehensive range of legal obligations in all countries in

which it operates. As a result, Rabobank Group is exposed to many forms of legal risk, which

may arise in a number of ways. Rabobank Group faces risk where legal and arbitration

proceedings, whether private litigation or regulatory enforcement action, are brought against

it. The outcome of such proceedings is inherently uncertain and could result in financial loss.

Defending or responding to such proceedings can be expensive and time-consuming and

there is no guarantee that all costs incurred will be recovered even if Rabobank Group is

successful. Failure to manage legal risks could have a negative impact on Rabobank Group's

reputation and could have a material adverse effect on Rabobank Group's results of

operations. In addition, banking entities generally, including the Rabobank Group, are

experiencing heightened regulatory oversight and scrutiny, which may lead to additional

regulatory investigations or enforcement actions. These and other regulatory initiatives may

result in judgements, settlements, fines or penalties, or cause the Rabobank Group to

restructure its operations and activities, any of which could have a negative impact on the

Rabobank Group’s reputation or impose additional operational costs, and could have a

material adverse effect on the Rabobank Group’s results of operations. Rabobank Group is

exposed to regulatory scrutiny and potentially significant claims, in relation to, among other

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things, the sale of interest rate derivatives to SME clients. A negative outcome of any such

claims (including proceedings, collective-actions and, settlements), action taken by

supervisory authorities or other authorities, legislation, sector-wide measures, and other

arrangements for the benefit of clients and third parties could have a negative impact on the

Rabobank Group’s reputation or impose additional operational costs, and could have a

material adverse effect on the Rabobank Group’s results of operations, financial condition

and prospects.

Tax risk

Rabobank Group is subject to the tax laws of all countries in which it operates. Tax risk is the

risk associated with changes in tax law or in the interpretation of tax law. It also includes the

risk of changes in tax rates and the risk of failure to comply with procedures required by tax

authorities. Failure to manage tax risks could lead to an additional tax charge. It could also

lead to a financial penalty for failure to comply with required tax procedures or other aspects

of tax law. If, as a result of a particular tax risk materialising, the tax costs associated with

particular transactions are greater than anticipated, it could affect the profitability of those

transactions, which could have a material adverse effect on Rabobank Group's results of

operations or lead to regulatory enforcement action or may have a negative impact on

Rabobank Group’s reputation.

Systemic risk

Rabobank Group could be negatively affected by the weakness and/or the perceived

weakness of other financial institutions, which could result in significant systemic liquidity

problems, losses or defaults by other financial institutions and counterparties. Financial

services institutions that deal with each other are interrelated as a result of trading, investment,

clearing, counterparty and other relationships. This risk is sometimes referred to as "systemic

risk" and may adversely affect financial intermediaries, such as clearing agencies, clearing

houses, banks, securities firms and exchanges with whom Rabobank Group interacts on a

daily basis. Concerns about the creditworthiness of sovereigns and financial institutions in

Europe and the United States remain. The large sovereign debts and/or fiscal deficits of a

number of European countries and the United States go hand in hand with concerns regarding

the financial condition of financial institutions. Any of the above-mentioned consequences of

systemic risk could have an adverse effect on Rabobank Group's ability to raise new funding

and its results of operations.

Effect of governmental policy and regulation

Rabobank Group's businesses and earnings can be affected by the fiscal or other policies and

other actions of various governmental and regulatory authorities in the Netherlands, the

European Union, the United States and elsewhere. Areas where changes could have an

impact include, but are not limited to: the monetary, interest rate, crisis management, asset

quality review, recovery and resolution and other policies of central banks and regulatory

authorities, changes in government or regulatory policy that may significantly influence

investor decisions in particular markets in which Rabobank Group operates, increased capital

requirements and changes relating to capital treatment, changes and rules in competition and

pricing environments, developments in the financial reporting environment, stress-testing

exercises to which financial institutions are subject, implementation of conflicting or

incompatible regulatory requirements in different jurisdictions relating to the same products

or transactions, or unfavourable developments producing social instability or legal

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uncertainty which, in turn, may affect demand for Rabobank Group's products and services.

Regulatory compliance risk arises from a failure or inability to comply fully with the laws,

regulations or codes applicable specifically to the financial services industry. Non-

compliance could lead to fines, public reprimands, damage to reputation, enforced suspension

of operations or, in extreme cases, withdrawal of authorisations to operate.

As of 1 October 2012, the Dutch government introduced a bank tax for all entities that are

authorised to conduct banking activities in the Netherlands. The tax is based on the amount of

the total liabilities on the balance sheet of the relevant bank as at the end of such bank’s

preceding financial year, with exemptions for equity, deposits that are covered by a guarantee

scheme and for certain liabilities relating to insurance business. The levy on short-term

funding liabilities is twice as high as the levy on long-term funding liabilities. Rabobank

Group was charged a total of €167 million in bank tax in 2014.

On 1 February 2013, the Dutch state nationalised the Dutch banking and insurance group

SNS Reaal. To finance this operation, a special, one-off resolution levy of €1 billion was

imposed on banks based in the Netherlands. Rabobank Group’s share of the resolution levy

was €321 million and had an adverse effect on Rabobank Group’s results of operations in

2014. If further financial institutions are bailed out, additional taxes or levies could be

imposed, which may have a material adverse effect on Rabobank Group’s results of

operations.

Moreover, in the last quarter of 2015, a new way of financing the Dutch deposit guarantee

scheme (the “Dutch Deposit Guarantee Scheme”), a pre-funded system that protects bank

depositors from losses caused by a bank’s inability to pay its debts when due, will come into

force. The target level of the scheme will be 1 per cent. of total guaranteed deposits in the

Netherlands, or €4 billion. Each bank will be required to pay a base premium of 0.0167 per

cent. per quarter of its total guaranteed deposits in the Netherlands. A risk add-on may be

charged depending on the risk-weighting of the bank. The Dutch Deposit Guarantee Scheme

was originally planned to be introduced in 2012, however, the introduction of the new

financing method was postponed until the last quarter of 2015. Furthermore the Single

Resolution Mechanism (see “Bank recovery and resolution regimes”) and other new

European rules on deposit guarantee schemes will both have an impact on the Rabobank

Group in the years to come. All these factors may have material adverse effects on Rabobank

Group’s results of operations.

In February 2013, the European Commission issued a proposal for a financial transactions tax.

The financial transactions tax would be levied on transactions involving certain financial

instruments by financial institutions with an established link to one of the 11 participating

member states. These participating member states are Austria, Belgium, Estonia, France,

Germany, Greece, Italy, Portugal, Slovakia, Slovenia and Spain. The financial transactions

tax would be assessed on a transaction either if one of the parties is established in one of the

11 participating member states or if the transaction involves financial instruments issued in

one of the 11 participating member states. If the proposal is implemented, Rabobank Group

may be required to pay the financial transactions tax on certain transactions in financial

instruments. The proposal requires further approval by the Council of the European Union,

and will require consultation with other European Union institutions before it may be

implemented by the participating member states. Currently the proposal is still under

discussion, given broad opposition in a number of countries as well as outstanding legal

issues. The Dutch Parliament has not adopted the proposal, but may do so in the future. The

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financial transactions tax, if implemented, may have a material adverse effect on Rabobank

Group’s results of operations.

As of 1 July 2015, a personal mortgage loan may not be higher than €245,000 to be eligible

for being secured by the Dutch Homeownership Guarantee Fund (Stichting Waarborgfonds

Eigen Woningen or “WEW”), an institution that was founded by the Dutch government in

1993, through the National Mortgage Guarantee Scheme (Nationale Hypotheek Garantie or

“NHG”). As of 1 July 2016 it will be reduced to €225,000.

Since 1 January 2013, the tax deductibility of mortgage loan interest payments for Dutch

homeowners has been restricted; interest payments on new mortgage loans can only be

deducted if the loan amortises within 30 years on a linear or annuity basis. Moreover, the

maximum permissible amount of a residential mortgage has been reduced from 104 per cent.

in 2014 to 103 per cent. in 2015 of the value of the property. This maximum will be further

reduced (by 1 percentage point each year) to 100 per cent. in 2018. In addition to these

changes, further restrictions on tax deductibility of mortgage loan interest payments entered

into force as of 1 January 2014. The tax rate against which the mortgage interest payments

may be deducted is being gradually reduced beginning 1 January 2014. For taxpayers

previously deducting mortgage interest at the highest income tax rate (52 per cent.), the

interest deductibility will decrease annually at a rate of 0.5 percentage points, from 52 per

cent. to 38 per cent. in 2042. Changes in governmental policy or regulation with respect to

the Dutch housing market could have a material adverse effect on Rabobank Group’s results

of operations.

On 21 July 2010, the United States enacted the Dodd-Frank Wall Street Reform and

Consumer Protection Act (the “Dodd-Frank Act”), which provides a broad framework for

significant regulatory changes that extend to almost every area of U.S. financial regulation.

Implementation of the Dodd-Frank Act requires detailed rulemaking by different U.S.

regulators, including the Department of the Treasury, the Board of Governors of the Federal

Reserve System (the “Federal Reserve”), the SEC, the Federal Deposit Insurance

Corporation (the “FDIC”), the Office of the Comptroller of the Currency (the “OCC”), the

United States Commodity Futures Trading Commission (“CFTC”) and the Financial

Stability Oversight Council (the “FSOC”). While many of the implementing rules have been

finalised, significant uncertainty remains about the implementation, timing and impact of

many of such rules.

The Dodd-Frank Act provides for new or enhanced regulations regarding, among other things:

(i) systemic risk oversight, (ii) bank capital and prudential standards, (iii) the resolution of

failing systemically significant financial institutions, (iv) OTC derivatives, (v) the ability of

banking entities to engage in proprietary trading activities and invest in hedge, private equity

and other similar funds (the so-called “Volcker Rule”) and (vi) consumer and investor

protection. Implementation of the Dodd-Frank Act and related final regulations is expected to

take several years and could result in significant costs and potential limitations on Rabobank

Group’s businesses and may have material adverse effects on Rabobank Group’s results of

operations.

On 10 December 2013, the five U.S. federal financial regulatory agencies adopted final

regulations to implement the Volcker Rule. The regulations will impose limitations and

significant costs across all of Rabobank Group’s subsidiaries and affiliates and their activities

in scope for the Volcker Rule. While the regulations contain a number of exceptions and

exemptions that may permit Rabobank Group to maintain certain of its trading and fund

- 14 -

businesses and operations, particularly those outside of the United States, aspects of those

business may have to be modified to comply with the Volcker Rule. Further, Rabobank

Group has devoted significant resources to develop a Volcker Rule compliance programme,

as mandated by the final regulations. The conformance period for the Volcker Rule funds

ended on 21 July 2015 for all proprietary trading activities and for all investments in and

relationships with “covered funds” (as defined in the Volcker Rule) that were not in place

before 31 December 2013. For those investments in and relationships with “covered funds”

that were in place prior to 31 December 2013 (“legacy covered funds”), including certain

types of collateralised loan obligations, or CLOs, the Volcker Rule conformance period has

been extended by the Federal Reserve to 21 July 2016, and the Federal Reserve also indicated

its intention to extend the conformance period for an additional year to 21 July 2017.

Rabobank Group must conform its activities and investments to the Volcker Rule and must

implement the required compliance programme by the end of the conformance period

applicable to the relevant activity or investment.

The Federal Reserve has also issued a final rule on 18 February 2014 imposing “enhanced

prudential standards” with respect to foreign banking organizations (“FBOs”) such as

Rabobank Group. The rule will impose, among other things, new liquidity, stress testing, risk

management and reporting requirements on Rabobank Group’s U.S. operations (including the

New York Branch), which could result in significant costs to the Group. The final rule

becomes effective with respect to Rabobank Group on 1 July 2016.

The Federal Reserve did not finalise (but continues to consider) requirements relating to

single counterparty credit limits and an “early remediation” framework under which the

Federal Reserve would implement prescribed restrictions and penalties against an FBO and

its U.S. operations and certain of its officers and directors, if the FBO and/or its U.S.

operations do not meet certain requirements, and would authorise the termination of U.S.

operations under certain circumstances.

In the United Kingdom, the Banking Reform Act 2013 received Royal Assent on 18

December 2013. It is a key part of the government of United Kingdom’s plan to create a

banking system that supports the economy, consumers and small businesses. It implements

the recommendations of the Independent Commission on Banking, set up by the government

in 2010 to consider structural reform of the UK banking sector. Measures contained in the

Banking Reform Act include the structural separation of the retail banking activities of banks

in the United Kingdom from wholesale banking and investment banking activities by the use

of a “ring fence”. A similar recommendation was made at EU level in the final report (the

“Liikanen Report”), published on 2 October 2012, of the High-level Expert Group on

reforming the structure of the EU banking sector under the chair of Mr. Erkki Liikanen. In

November 2012, the Dutch government established a committee, the Commissie Structuur

Nederlandse banken’, chaired by Mr. Herman Wijffels, to investigate the applicability of the

Liikanen Report to the Dutch banking sector and the manner in which a defaulting bank

might be split up and resolved. The committee delivered its final report on 28 June 2013. The

Dutch Parliament still has to decide on how to implement the recommendations included in

the Wijffels-report. Adopting the full recommendations in the Wijffels-report could have a

material adverse effect on Rabobank Group’s results of operations.

Pursuant to Regulation EU 1024/2013 conferring specific tasks on the ECB for the prudential

supervision of credit institutions, the ECB assumed direct responsibility from national

regulators for specific aspects of the supervision of approximately 120 major European credit

institutions, including the Rabobank Group, with effect from 4 November 2014. Under this

- 15 -

“Single Supervisory Mechanism”, the ECB now has, in respect of the relevant banks, all the

powers available to competent authorities under the CRD IV (as defined below) including

powers of early intervention if a bank breaches its regulatory requirements and powers to

require a bank to increase its capital or to implement changes to its legal or corporate

structures. All other tasks related to resolution remain with the relevant national authorities or,

in the future, with the Single Resolution Mechanism (see “Bank recovery and resolution

regimes”). The ECB may also carry out supervisory stress tests to support the supervisory

review. Such stress tests do not replace the stress tests carried out by the European Banking

Authority (the “EBA”) with a view to assessing the soundness of the banking sector in the

European Union as a whole.

The impact of future regulatory requirements, including the Basel III Reforms (as defined

below), the Bank Recovery and Resolution Directive (see “Bank recovery and resolution

regimes”), sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as

amended (the “Code” and such sections of the Code and the regulations thereunder being

commonly referred to as “FATCA”), the framework recovery plan, the Volcker Rule, the

Banking Reform Act and the Dodd-Frank Act will have far-reaching implications and require

implementation of new business processes and models. Compliance with the rules and

regulations places ever greater demands on the Rabobank Group’s management, employees

and information technology.

Minimum regulatory capital and liquidity requirements

Rabobank Group is subject to the risk, inherent in all regulated financial businesses, of

having insufficient capital resources to meet its minimum regulatory capital requirements,

any additional own funds requirements and/or any buffer capital requirements. Capital

requirements will increase if economic conditions or negative trends in the financial markets

worsen. Any failure of Rabobank Group to maintain its “Pillar 1” minimum regulatory capital

ratios, any “Pillar 2” additional own funds requirements and/or any buffer capital

requirements could result in administrative actions or sanctions, which, in turn, may have a

material adverse impact on Rabobank Group's results of operations. A shortage of available

capital may restrict Rabobank Group's opportunities.

Under the Basel III regime (“Basel III”), capital and liquidity requirements have increased.

On 17 December 2009, the Basel Committee on Banking Supervision (the “Basel

Committee”) proposed a number of fundamental reforms to the regulatory capital framework

in its consultative document entitled “Strengthening the resilience of the banking sector”. On

16 December 2010 and on 13 January 2011, the Basel Committee issued its final guidance on

a number of fundamental reforms to the regulatory capital framework (such reforms being

commonly referred to as the “Basel III Reforms”), including new capital requirements,

higher capital ratios, more stringent eligibility requirements for capital instruments, a new

leverage ratio and liquidity requirements intended to reinforce capital standards and to

establish minimum liquidity standards for financial institutions, including building societies.

The Basel III Reforms are being implemented in the European Economic Area (the “EEA”)

through the Regulation of the European Parliament and of the Council on prudential

requirements for credit institutions and investment firms (the “CRR”) and the Directive of

the European Parliament and of the Council on prudential requirements for credit institutions

and investment firms (the “CRD IV Directive”, and together with the CRR, “CRD IV”),

which were adopted in June 2013. The CRR entered into force on 1 January 2014 and the

CRD IV Directive became effective in the Netherlands on 1 August 2014 when the

- 16 -

provisions of the CRD IV were implemented by legislation amending the Dutch Financial

Supervision Act and subordinate legislation, although particular requirements will be phased

in over a period of time, to be fully effective by various dates up to 31 December 2021. The

EBA has proposed, and will continue to propose detailed rules through binding technical

standards during the period from 2014 to 2016 for many areas including, inter alia, liquidity

requirements and certain aspects of capital requirements.

It is possible that the ECB and/or the EBA may implement the Basel III Reforms and CRD

IV in a manner that is different from that which is currently envisaged, or may impose

additional capital and liquidity requirements on Dutch banks.

At the end of December 2014, the Basel Committee issued two consultative documents:

“Revisions to the Standardized Approach for credit risk” and “Capital floors: the design of a

framework based on standardized approaches”. The Basel Committee is seeking to reduce

reliance on external credit ratings and internal models and aims to enhance the comparability

of risk weighted assets and capital ratios. While most (large) banks now calculate capital with

advanced risk sensitive models, the Basel Committee proposes to put ‘capital floors’ on the

‘standardized method’. In particular, low risk portfolios with good collateral are affected as it

is expected that the capital floor will have a greater impact than for portfolios which are

assessed to have a higher risk based upon the Advanced Internal Rating approach. This may

lead to higher capital requirements.

Proposals are in the consultation and impact study phase. The Basel Committee intends to

publish the final standard, including its calibration and implementation arrangements, around

the end of 2016. The implementation date is not yet defined.

Historically, only Rabobank, N.A. was subject to U.S. capital adequacy standards. However,

under section 171 of the Dodd-Frank Act (the “Collins Amendment”), Utrecht-America

Holdings, Inc., which holds Rabobank, N.A. and many of the Group’s U.S. non-bank

subsidiaries, became subject to U.S. capital adequacy standards from 21 July 2015. Those

standards will require Rabobank Group to maintain capital at the level of Utrecht-America

Holdings, Inc. rather than relying on capital maintained at Rabobank Group’s top-level parent

company. This could prevent Rabobank Group from deploying that capital more efficiently in

accordance with its subsidiaries’ business needs, which could increase the costs of the

Group’s operations and may result in capital deficiencies elsewhere in Rabobank Group.

If the regulatory capital requirements, liquidity restrictions or ratios applied to Rabobank

Group are increased in the future, any failure of Rabobank Group to maintain such increased

capital and liquidity ratios could result in administrative actions or sanctions, which may have

an adverse effect on Rabobank Group's results of operations.

Credit ratings

Rabobank Group's access to the unsecured funding markets is dependent on its credit ratings.

A downgrading or announcement of a potential downgrade in its credit ratings, as a result of

a change in a rating agency’s view of Rabobank Group, its industry outlook, sovereign rating,

rating methodology or otherwise, could adversely affect Rabobank Group's access to liquidity

alternatives and its competitive position, and could increase the cost of funding or trigger

additional collateral requirements all of which could have a material adverse effect on

Rabobank Group's results of operations.

- 17 -

Competition

All aspects of Rabobank Group's business are highly competitive. Rabobank Group's ability

to compete effectively depends on many factors, including its ability to maintain its

reputation, the quality of its services and advice, its intellectual capital, product innovation,

execution ability, pricing, sales efforts and the talent of its employees. Any failure by

Rabobank Group to maintain its competitive position could have a material adverse effect on

Rabobank Group's results of operations.

Geopolitical developments

Concerns about geopolitical developments (such as tensions surrounding North Korea and

Iran’s nuclear programme), social unrest (such as the continuing turmoil in Ukraine which

resulted in EU sanctions against Russia, continuing turmoil in Syria), political crises (such as

the Greek debt crisis), oil prices and natural disasters, among other things, can affect the

global financial markets. Since the beginning of the 21st century, accounting and corporate

governance scandals and financial crises have significantly undermined investor confidence

from time to time. The occurrence of any such developments and events could have a

material adverse effect on Rabobank Group's results of operations.

Terrorist acts, other acts of war or hostility, civil unrest, geopolitical, pandemic or other

such events

Terrorist acts, other acts of war or hostility, civil unrest, geopolitical, pandemic or other such

events and responses to those acts/events may create economic and political uncertainties,

which could have a negative impact on Dutch and international economic conditions

generally, and more specifically on the business and results of Rabobank Group in ways that

cannot necessarily be predicted. The occurrence of any such events could have a material

adverse effect on Rabobank Group's results of operations.

Key employees

Rabobank Group's success depends to a great extent on the ability and experience of its

senior management and other key employees. The loss of the services of certain key

employees, particularly to competitors, could have a material adverse effect on Rabobank

Group's results of operations. The failure to attract or retain a sufficient number of

appropriate employees could significantly impede Rabobank Group's financial plans, growth

and other objectives and have a material adverse effect on Rabobank Group's results of

operations.

Factors which are material for the purpose of assessing the market risks associated with

CDs issued under the Programme

The CDs may not be a suitable investment for all investors

There are investment risks involved in purchasing the CDs. Each potential investor in the

CDs must determine the suitability of that investment in light of its own financial

circumstances and investment objectives. If a potential purchaser is in any doubt, he/she is

advised to seek independent professional advice as necessary. In particular, each potential

investor should:

- 18 -

(a) have sufficient knowledge and experience to make a meaningful evaluation of the

CDs, the merits and risks of investing in the CDs and the information contained or

incorporated by reference in this Information Memorandum or any applicable

supplement;

(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the

context of its particular financial situation, an investment in the CDs and the impact

the CDs will have on its overall investment portfolio;

(c) have sufficient financial resources and liquidity to bear all of the risks of an

investment in the CDs, including CDs with principal or interest payable in one or

more currencies;

(d) understand thoroughly the terms of the CDs and be familiar with the behaviour of any

relevant financial markets; and

(e) be able to evaluate (either alone or with the help of a financial adviser) possible

scenarios for economic, interest rate and other factors that may affect its investment

and its ability to bear the applicable risks.

Risks related to the structure of a particular issue of CDs

A wide range of CDs may be issued under the Programme. A number of these CDs may have

features which contain particular risks for potential investors, the most common of which are

set out below:

CDs are not deposits

CDs are NOT equivalent to time deposits. They are NOT protected under the Hong Kong

Deposit Protection Scheme. A potential purchaser shall not invest in the CDs unless he/she

fully understands and is willing to assume the risks associated with it.

Obligations of the Issuer

It is the obligation of the Issuer to pay interest and repay principal of the CDs. If the Issuer

defaults, a holder of the CDs may not receive any interest and/or principal in connection with

the CDs. The holder of the CDs bear the credit risk of the Issuer and has no recourse to any

Dealers unless such Dealer is the Issuer itself.

Tenor of the CDs

The CDs are mainly for medium to long-term investment, and not for short-term speculation.

A potential purchaser should be prepared to invest his/her funds in the CDs for the full

investment tenor. A potential purchaser could lose part or all of his/her investment if he/she

chooses to sell the CDs prior to maturity.

If a CD is early redeemed, a holder of the CD may not be able to enjoy the same rates of

return if he/she re-invests the funds in other investments.

- 19 -

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the CDs in the Specified Currency. This presents

certain risks relating to currency conversions if an investor's financial activities are

denominated principally in a currency or currency unit (the "Investor's Currency") other

than the Specified Currency. These include the risk that exchange rates may significantly

change (including changes due to devaluation of the Specified Currency revaluation of the

Investor's Currency) and the risk that authorities with jurisdiction over the Investor's

Currency may impose or modify exchange controls. An appreciation in the value of the

Investor's Currency relative to the Specified Currency would decrease (a) the Investor's

Currency-equivalent yield on the CDs, (b) the Investor's Currency-equivalent value of the

principal payable on the CDs and (c) the Investor's Currency-equivalent market value of the

CDs. If the CDs are denominated in a currency other than the currency of the country in

which the investor is resident, the investor is exposed to the risk of fluctuations in the

exchange rate between the two aforementioned currencies. Government and monetary

authorities may impose (as some have done in the past) exchange controls that could

adversely affect an applicable exchange rate.

Government and monetary authorities may impose (as some have done in the past) exchange

controls that could adversely affect an applicable exchange rate.

Convertibility of RMB

RMB is not freely convertible at present. The government of the PRC continues to regulate

conversion between RMB and foreign currencies, including the Hong Kong dollar, despite

significant reduction in control by it in recent years over trade transactions involving import

and export of goods and services as well as other frequent routine foreign exchange

transactions. These transactions are known as current account items.

Remittance of RMB by foreign investors into the PRC for the purposes of capital account

items, such as capital contributions, is generally only permitted upon obtaining specific

approvals from, or completing specific registrations or filings with, the relevant authorities

and is subject to a strict monitoring system. Regulations in the PRC on the remittance of

RMB into the PRC for settlement of capital account items are developing gradually.

In respect of RMB foreign direct investments (“FDI”), the People’s Bank of China (“PBoC”)

promulgated the Administrative Measures on RMB Settlement of Foreign Direct Investment

(the “PBoC FDI Measures”) on 13 October 2011 as part of PBoC’s detailed RMB FDI

accounts administration system. The system covers almost all aspects in relation to FDI,

including capital injections, payments for the acquisition of PRC domestic enterprises,

repatriation of dividends and other distributions, as well as RMB denominated cross-border

loans. On 14 June 2012, PBoC issued a circular setting out the operational guidelines for FDI.

Under the PBoC FDI Measures, special approval for FDI and shareholder loans from PBoC,

which was previously required, is no longer necessary. In some cases however, post-event

filing with PBoC is still necessary.

On 3 December 2013, the Ministry of Commerce of the PRC (“MOFCOM”) promulgated

the Circular on Issues in relation to Cross-border RMB Foreign Direct Investment (the

“MOFCOM Circular”), which became effective on 1 January 2014, to further facilitate FDI

by simplifying and streamlining the applicable regulatory framework. Pursuant to the

MOFCOM Circular, the appropriate office of MOFCOM and/or its local counterparts will

- 20 -

grant written approval for each FDI and specify “RMB Foreign Direct Investment” and the

amount of capital contribution in the approval. Unlike previous MOFCOM regulations on

FDI, the MOFCOM Circular removes the approval requirement for foreign investors who

intend to change the currency of its existing capital contribution from a foreign currency to

RMB. In addition, the MOFCOM Circular also clearly prohibits the FDI funds from being

used for any investment in securities and financial derivatives (except for investment in the

PRC listed companies as strategic investors) or for entrustment loans in the PRC.

As the PBoC FDI Measures and the MOFCOM Circular are relatively new circulars, they

will be subject to interpretation and application by the relevant authorities in the PRC.

There is no assurance that the PRC government will continue to gradually liberalise control

over cross-border remittance of RMB in the future, that any pilot schemes for RMB cross-

border utilisation will not be discontinued or that new regulations in the PRC will not be

promulgated in the future which have the effect of restricting or eliminating the remittance of

RMB into or outside the PRC. In the event that funds cannot be repatriated outside the PRC

in RMB, this may affect the overall availability of RMB outside the PRC and the ability of

the Issuer to source RMB to finance its obligations under CDs denominated in RMB.

There is only limited availability of RMB outside the PRC, which may affect the liquidity of

the RMB CDs and the ability of the Issuer to source RMB outside the PRC to service the

RMB CDs

As a result of the restrictions by the PRC government on cross-border RMB fund flows, the

availability of RMB outside of the PRC is limited. Since February 2004, in accordance with

arrangements between the PRC central government and the Hong Kong government, licensed

banks in Hong Kong may offer limited RMB denominated banking services to Hong Kong

residents and specified business customers. The PBoC has also established a RMB clearing

and settlement system for participating banks in Hong Kong. On July 2010, further

amendments were made to the Settlement Agreement on the Clearing of RMB Business (the

“Settlement Agreement”) between the PBoC and Bank of China (Hong Kong) Limited (the

“RMB Clearing Bank”) to further expand the scope of RMB business for participating

banks in Hong Kong. Pursuant to the revised arrangements, all corporations are allowed to

open RMB accounts in Hong Kong; there is no longer any limit on the ability of corporations

to convert RMB; and there will no longer be any restriction on the transfer of RMB funds

between different accounts in Hong Kong. In addition, the PBoC has now established RMB

clearing and settlement systems with financial institutions in other major global financial

centres (each also a “RMB Clearing Bank”), including London, Frankfurt and Singapore to

further internationalise the RMB.

There are restrictions imposed by PBoC on RMB business participating banks in respect of

cross-border RMB settlement, such as those relating to direct transactions with PRC

enterprises. Furthermore, RMB business participating banks do not have direct RMB

liquidity support from PBoC. The RMB Clearing Banks only have access to onshore liquidity

support from PBoC for the purpose of squaring open positions of participating banks for

limited types of transactions and are not obliged to square for participating banks any open

positions resulting from other foreign exchange transactions or conversion services. In such

cases, the participating banks will need to source RMB from outside the PRC to square such

open positions.

- 21 -

Although it is expected that the offshore RMB market will continue to grow in depth and

size, its growth is subject to many constraints as a result of PRC laws and regulations on

foreign exchange. There is no assurance that new PRC regulations will not be promulgated or

the settlement arrangements will not be terminated or amended in the future which will have

the effect of restricting availability of RMB outside the PRC. The limited availability of RMB

outside the PRC may affect the liquidity of the RMB CDs. To the extent the Issuer is required

to source RMB in the offshore market to service its RMB CDs, there is no assurance that the

Issuer will be able to source such RMB on satisfactory terms, if at all.

If the Issuer, after using commercially reasonable effort, is unable to convert any amount not

denominated in RMB into RMB in connection with any obligations under the CDs, the terms

of the CDs allow the Issuer to make such payments in USD or another currency upon giving

a prior written notice or to make any other adjustments or arrangements it considers

necessary, desirable or appropriate. Please refer to "RMB Disruption Event" in the section

headed "Summary of the Programme" and the terms of the CDs for further information.

Investment in the RMB CDs is subject to exchange rate risks

The value of the RMB against the U.S. dollar and other foreign currencies fluctuates and is

affected by changes in the PRC, by international political and economic conditions and by

many other factors. All payments of interest and principal will be made with respect to the

RMB CDs in RMB. As a result, the value of these RMB payments in U.S. dollars or other

foreign currencies may vary with the prevailing exchange rates in the marketplace. If the

value of RMB depreciates against the U.S. dollar or other foreign currencies, the value of

investment in U.S. dollars or other applicable foreign currencies will decline. In addition,

there may be tax consequences for investors as a result of any foreign currency gains

resulting from any investment in the RMB CDs.

Interest rate risks

Investment in Fixed Rate CDs involves the risk that subsequent changes in market interest

rates may adversely affect the value of the Fixed Rate CDs.

CDs subject to optional redemption by the Issuer

An optional redemption feature of CDs is likely to limit their market value. During any

period when the Issuer may elect to redeem CDs, the market value of those CDs generally

will not rise substantially above the price at which they can be redeemed. This also may be

true prior to any redemption period.

The Issuer may be expected to redeem CDs when its cost of borrowing is lower than the

interest rate on the CDs. At those times, an investor generally would not be able to reinvest

the redemption proceeds at an effective interest rate as high as the interest rate on the CDs

being redeemed and may only be able to do so at a significantly lower rate. Potential

investors should consider reinvestment risk in light of other investments available at that time.

The secondary market generally

CDs may have no established trading market when issued, and one may never develop. If a

market does develop, it may not be very liquid. Therefore, investors may not be able to sell

- 22 -

their CDs easily or at all or at prices that will provide them with a yield comparable to similar

investments that have a developed secondary market.

If a holder of the CDs tries to sell the CDs before maturity, there may only be a few potential

buyers of the CDs in the market. The holder of the CDs therefore may not be able to sell the

CDs at all. Even if there are potential buyers, the holder of the CDs may receive an offer

which may be less than the amount he/she invested or what he/she believes to be the fair

value of the CDs. This is particularly the case for CDs that are especially sensitive to interest

rate, currency or market risks.

Factors affecting market prices of the CDs include, and are not limited to, fluctuations in

interest rates and credit spreads of the Issuer. The fluctuation in yield generally has a greater

effect on prices of longer tenor CDs. There is an inherent risk that losses may be incurred

rather than profit made as a result of buying and selling the CD.

CDs issued under the Programme may or may not be listed on a stock exchange or regulated

market. In cases where CDs are not listed, pricing information may be more difficult to

obtain, and the liquidity and market prices of such CDs may be adversely affected.

Credit ratings may not reflect all risks

One or more independent credit rating agencies may assign credit ratings to the CDs. The

ratings may not reflect the potential impact of all risks related to structure, market, additional

factors discussed above, and other factors that may affect the value of the CDs. A credit

rating is not a recommendation to buy, sell or hold securities and may be revised or

withdrawn by the rating agency at any time.

FATCA withholding could affect payments under the CDs

Whilst the CDs are in global form and held within the Clearing Systems, in all but the most

remote circumstances, it is not expected that FATCA (as defined in “Taxation – Foreign

Account Tax Compliance Act”) will affect the amount of any payment received by the

Clearing Systems. However, FATCA may affect payments made to custodians or

intermediaries in the subsequent payment chain leading to the ultimate investor if any such

custodian or intermediary generally is unable to receive payments free of FATCA

withholding. It also may affect payment to any ultimate investor that is a non-U.S. financial

institution that is not entitled to receive payments free of withholding under FATCA, or an

ultimate investor that fails to provide its broker (or other custodian or intermediary from

which it receives payment) with any information, forms, other documentation or consents that

may be necessary for the payments to be made free of FATCA withholding. Investors should

choose the custodians or intermediaries with care (to ensure each is compliant with FATCA

or other laws or agreements related to FATCA) and provide each custodian or intermediary

with any information, forms, other documentation or consents that may be necessary for such

custodian or intermediary to make a payment free of FATCA withholding. Investors should

consult their own tax adviser to obtain a more detailed explanation of FATCA and how

FATCA may affect them. The Issuer’s obligations under the CDs are discharged once it has

paid the Clearing Systems, and the Issuer has therefore no responsibility for any amount

thereafter transmitted through the Clearing Systems and custodians or intermediaries. Please

see “Taxation – Foreign Account Tax Compliance Act” for more information on this

legislation.

- 23 -

Statutory loss absorption

The Bank Recovery and Resolution Directive, or BRRD, was published in the Official

Journal of the European Union on 12 June 2014. The BRRD includes provisions (known as

the bail-in tool) to give regulators resolution powers, inter alia, to write down the debt of a

failing bank (or to convert such debt into capital) to strengthen its financial position and

allow it to continue as a going concern, subject to appropriate restructuring measures being

taken. In addition to this general bail-in tool, the BRRD provides for resolution authorities to

have the further powers permanently to write-down, or convert into equity, Additional Tier 1

capital instruments and Tier 2 capital instruments at the point of non-viability of the bank and

before any resolution is commenced or concurrently with other resolution measures. A

legislative proposal for the implementation of the BRRD in the Netherlands was made public

in November 2014 for consultation and was implemented into Dutch law on 26 November

2015.

Accordingly, it is possible that, pursuant to the Bank Recovery and Resolution Directive or

other resolution or recovery rules which may in the future be applicable to the Issuer, new

powers may be given to the Dutch Central Bank or another relevant authority/ies (each, a

“Relevant Authority”) which could be used in such a way as to result in the CDs absorbing

losses (“Statutory Loss Absorption”).

Pursuant to the exercise of any Statutory Loss Absorption measures, the CDs could become

subject to a determination by the Relevant Authority or the Issuer (following instructions

from the Relevant Authority) that all or part of the principal amount of the CDs, including

accrued but unpaid Interest in respect thereof, must be written off or otherwise converted into

Common Equity Tier 1 Capital or otherwise be applied to absorb losses. Such determination

shall not constitute a default under the CDs and holders will have no further claims in respect

of any amount so written off or otherwise as a result of such Statutory Loss Absorption. Any

such Statutory Loss Absorption may be applied by the Relevant Authority either at the point

of non-viability (and independently of resolution action) or together with a resolution action.

Any determination that all or part of the principal amount of the CDs will be subject to

Statutory Loss Absorption may be inherently unpredictable and may depend on a number of

factors which may be outside the Issuer’s control. Accordingly, trading behaviour in respect

of CDs which are subject to Statutory Loss Absorption is not necessarily expected to follow

trading behaviour associated with other types of securities. Any indication that CDs will

become subject to Statutory Loss Absorption could have an adverse effect on the market

price of the relevant CDs. Potential investors should consider the risk that a holder may lose

all of its investment in such CDs, including the principal amount plus any accrued but unpaid

Interest, if those Statutory Loss Absorption measures were to be taken.

Bank recovery and resolution regimes

In 2012, the Dutch legislator adopted banking legislation dealing with ailing banks (Special

Measures Financial Institutions Act, Wet bijzondere maatregelen financiële ondernemingen,

the “SMFI”). The SMFI, enacted before the adoption of the BRRD, contains similar

legislation to the rules outlined in the BRRD – see the risk factor entitled “Statutory loss

absorption” above. Pursuant to the SMFI, substantial powers are granted to the Dutch Central

Bank and the Dutch Minister of Finance enabling them to deal with, inter alia, ailing Dutch

banks prior to insolvency. The SMFI aims to empower the Dutch Central Bank or the

Minister of Finance, as applicable, to commence proceedings leading to: (i) transfer of all or

- 24 -

part of the business (including deposits) of the relevant bank to a private sector purchaser; (ii)

transfer of all or part of the business of the relevant bank to a “bridge bank”; and (iii) public

ownership (nationalisation) of the relevant bank and expropriation of its outstanding debt

securities (which may include the CDs). Subject to certain exceptions, as soon as any of these

proposed proceedings have been initiated by the Dutch Central Bank or the Minister of

Finance, the relevant counterparties of such bank would not be entitled to invoke events of

default or set off their claims against the bank.

Within the context of the resolution tools provided in the SMFI, holders of debt securities of

a bank (including the holders CDs) subject to resolution could be affected by issuer

substitution or replacement, transfer of debt, expropriation, modification of terms and/or

suspension or termination of listings.

On 14 July 2014, Regulation (EU) No 806/2014 (the “SRM Regulation”) was adopted by the

European Council and came into force in part on 19 August 2014. The SRM Regulation

establishes uniform rules and a uniform procedure for the resolution of credit institutions and

certain investment firms in a framework of a single resolution mechanism and a single bank

resolution fund (the “Single Resolution Mechanism” or “SRM”). The SRM Regulation

establishes a single resolution board (consisting of representatives from the ECB, the

European Commission and the relevant national authorities) (the “Single Resolution Board”)

that will manage the failing of any bank in the Euro area and in other EU member states

participating in the European Banking Union (as defined herein). The provisions of the SRM

Regulation relating to the cooperation between the Single Resolution Board and the national

resolution authorities for the preparation of the banks’ resolution plans became applicable

from 1 January 2015. Under the SRM Regulation, the Single Resolution Board became fully

operational as of 1 January 2015 and as from that date has the powers to collect information

and cooperate with the national resolutions authorities for the elaboration of resolution

planning. The Single Resolution Board is also granted the same resolution tools as those set

out in the BRRD, including a bail-in tool. The SRM became applicable with effect from 1

January 2016 and the applicable legislation in the Netherlands was implemented on 26

November 2015. In a Dutch context, the Dutch Central Bank is the national resolution

authority.

The SMFI will be amended following the adoption of the BRRD and the SRM Regulation,

although the power of the Dutch Central Bank and the Minister of Finance to expropriate

transfer and modify terms of debt securities (including the CDs) shall remain.

Further, on 10 July 2013, the European Commission announced that it has adapted its

temporary state aid rules for assessing public support to financial institutions during the crisis

(the “Revised State Aid Guidelines”). The Revised State Aid Guidelines provide for

strengthened burden-sharing requirements, which require banks with capital needs to obtain

shareholders’ and subordinated debt holders’ contribution before resorting to public

recapitalisations or asset protection measures. The European Commission has applied the

principles set out in the new rules from 1 August 2013. In these guidelines, the European

Commission has made it clear that any burden sharing imposed on subordinated debt holders

will be made in line with principles and rules set out in the Bank Recovery and Resolution

Directive.

More recently, on 26 May 2015, the EBA published its final guidelines on the circumstances

in which an institution shall be deemed as ‘failing or likely to fail’ by supervisors and

resolution authorities. These became applicable with effect from 1 January 2016. The

- 25 -

guidelines set out the objective elements and criteria which should apply when supervisors

and resolution authorities make such a determination and further provide guidance on the

approach to consultation and exchange of information between supervisors and resolution

authorities in such scenarios.

It is possible that under the SMFI, the BRRD, the Single Resolution Mechanism, the EBA

guidelines mentioned above or any other future similar proposals, any new resolution powers

given to the Dutch Central Bank, the Single Resolution Board or another relevant authority

could be used in such a way as to result in debt instruments of the Issuer, such as the CDs,

absorbing losses or otherwise affecting the rights of holders either in the course of any

resolution of the Issuer or, prior thereto, at the point of non-viability.

The SMFI and BRRD could negatively affect the position of holders and the credit rating

attached to the CDs, in particular if and when any of the above proceedings would be

commenced against the Issuer, since the application of any such legislation may affect the

rights and effective remedies of the holders as well as the market value of the CDs.

Risk factor relating to the Bank Recovery and Resolution Regime

The Dutch Bail-in Power

Each holder of the CDs shall be deemed by its holding of the CDs to acknowledge and agree

to be bound by and consent to the exercise of any Dutch Bail-in Power (as defined in the

forms of the CDs included in this Information Memorandum) by the relevant Dutch

resolution authority. The exercise of the Dutch Bail-in Power may result in (i) cancellation, in

part or in full, of the principal amount or interest payable by the Issuer under the CDs and/or

(ii) the conversion of all or part of such liability into shares or other securities of the Issuer or

any other person. Upon the exercise of the Dutch Bail-in Power, the Issuer shall be released

from its payment obligations (in relation to repayment of the principal amount, payment of

interest and any other payments due) under the CDs to the extent that such obligations have

been subject to the exercise of the Dutch Bail-in Power.

Each holder shall also be deemed by its holding of the CDs to acknowledge and agree that the

terms of the CDs and the rights of such holder are subject to, and will be varied, to the extent

necessary, to give effect to any such exercise and it will be bound by any such variation; and

that it will accept in place of all or part of its rights under the CDs, shares or other securities

of the Issuer or another person into which any such liability may be converted as a result of

any such exercise. For details, see the form of the CDs included in this Information

Memorandum.

Any Dutch Bail-in Power may be exercised in such a manner as to result in the holders of the

CDs losing all or a part of the value of their investment in the CDs or receiving a different

instrument from the CDs, which may be worth significantly less than the CDs. Moreover, the

relevant Dutch resolution authority may exercise its authority to implement the Dutch Bail-in

Power without providing any advance notice to the holders of the CDs. There are also

uncertainties regarding the specific factors which the relevant Dutch resolution authority

would consider in deciding whether to exercise the Dutch Bail-in Power with respect to the

relevant financial institution and/or securities, issued by that institution.

- 26 -

Hong Kong’s bank recovery and resolution regime

Under Hong Kong insolvency laws, Hong Kong courts have the power, in limited

circumstances, to intervene in the winding-up in Hong Kong of a foreign company. In

addition, the Hong Kong Monetary Authority is currently consulting the public on proposals

to establish Hong Kong’s own bank resolution regime. As such, the exercise of the Dutch

Bail-in Power may be limited by the Hong Kong insolvency laws and any powers a Hong

Kong resolution authority may have under Hong Kong’s own bank recovery and resolution

regime as and when implemented.

- 27 -

SELECTED INFORMATION ON THE RABOBANK GROUP

General

Rabobank Group is an international financial services provider operating on the basis of

cooperative principles. Rabobank Group is comprised of the Issuer and its subsidiaries.

Rabobank Group operates in 40 countries. Its operations include domestic retail banking,

wholesale banking and international retail banking, leasing and real estate. It serves

approximately 8.6 million clients around the world. In the Netherlands, its focus is on

maintaining Rabobank Group’s position in the Dutch market and, internationally, on food and

agri. Rabobank Group entities have strong inter-relationships due to Rabobank’s cooperative

structure.

Rabobank Group’s cooperative core business comprises the local Rabobanks. Clients can

become members of Coöperatieve Rabobank U.A. (Rabobank). With 506 branches and 2,206

cash-dispensing machines at 31 December 2015, the local Rabobanks form a dense banking

network in the Netherlands. In the Netherlands, the local Rabobanks serve approximately 6.4

million retail customers, and approximately 800,000 corporate clients, offering a

comprehensive package of financial services.

Coöperatieve Rabobank U.A. (Rabobank) is the holding company of a number of specialised

subsidiaries in the Netherlands and abroad. Rabobank International, now known as Rabobank

and internally referred to as “Wholesale, Rural & Retail”, is Rabobank Group’s wholesale

bank and international retail bank.

Historically, Rabobank Group has engaged primarily in lending to the agricultural and

horticultural sectors in the Dutch market. Since the 1990s, Rabobank Group has also offered

a wide variety of commercial banking and other financial services not only in the Netherlands

but also internationally. As part of an ongoing programme, Rabobank Group has increased

both the number and type of products and services available to its customers in order to

diversify from a traditional savings and mortgage-based business to become a provider of a

full range of financial products and services, both in the Netherlands and internationally. The

Group provides an integrated range of financial services comprising primarily domestic retail

banking, wholesale banking and international retail banking, leasing, real estate and

distribution of insurance products to a wide range of both individual and corporate customers.

At 31 December 2015, Rabobank Group had total assets of €670.4 billion, a private sector

loan portfolio of €426.2 billion, amounts due to customers of €337.6 billion (of which

savings deposits total €140.5 billion) and equity of €41.3 billion. Of the private sector loan

portfolio, €207.9 billion, virtually all of which were mortgages, consisted of loans to private

individuals, €120.5 billion of loans to the trade, industry and services sector and €97.8 billion

of loans to the food and agri sector. At 31 December 2015, its common equity Tier 1 ratio,

which is the ratio between common equity Tier 1 capital and total risk-weighted assets, was

13.5 per cent. and its Capital ratio (BIS ratio), which is the ratio between qualifying capital

and total risk-weighted assets, was 23.2 per cent. For the year ended 31 December 2015,

Rabobank Group’s efficiency ratio, which is the ratio between total operating expenses

(regulatory levies excluded) and total income, was 62.6 per cent., and the return on Tier 1

capital, or net profit related to the Tier 1 capital as at 31 December of the previous financial

year, was 6.5 per cent. For the year ended 31 December 2015, Rabobank Group realised a net

profit of €2,214 million and a risk-adjusted return on capital (“RAROC”), which is the ratio

- 28 -

between net profit and average economic capital, of 8.3 per cent. after tax. At 31 December

2015, Rabobank Group had 51,859 full-time employees (internal and external in FTEs).

.

- 29 -

SELLING RESTRICTIONS

1. Distribution

By its purchase and acceptance of CDs issued under the Dealers' Agreement, each Dealer has

agreed to observe all applicable laws and regulations in any jurisdiction in which it may offer,

sell or deliver CDs; and it has agreed not to directly or indirectly offer, sell, re-sell, re-offer or

deliver CDs or distribute any offering material or any circular, advertisement or other

offering material in any country or jurisdiction except under circumstances that will, to the

best of its knowledge and belief, result in compliance with all applicable laws and

regulations.

2. Hong Kong

Each Dealer has represented and agreed that it will not offer or sell any of the CDs in Hong

Kong to residents of Hong Kong unless such offer or sale is made in compliance with all

applicable laws and regulations of Hong Kong.

3. People's Republic of China ("PRC")

Each Dealer has agreed that it will not offer or sell any of the CDs in the PRC or to residents

of the PRC unless such offer or sale is made in compliance with all applicable laws and

regulations of the PRC.

4. United States of America

(a) The CDs have not been and will not be registered under the U.S. Securities Act of

1933, as amended (the "Securities Act") and may not be offered or sold within the

United States or to, or for the account or benefit of, U.S. persons except in accordance

with Regulation S under the Securities Act (“Regulation S”) or pursuant to an

exemption from, or in a transaction not subject to, the registration requirements of the

Securities Act. The CDs, are being offered outside the United States in compliance

with Regulation S under the Securities Act. Each Dealer has represented that it has

offered and sold the CDs, and agreed that it will offer and sell the CDs (i) as part of its

distribution at any time and (ii) otherwise until 40 days after the completion of the

distribution of an identifiable tranche of which CDs are a part, as determined and

certified to the Paying Agent by such Dealer (or in the case of a sale of an identifiable

tranche of CDs to or through more than one Dealer, by each of such Dealer with

respect to the CDs of an identifiable tranche purchased by or through it, in which case

the Paying Agent shall notify each such Dealer when all such Dealers have so

certified), only in accordance with Rule 903 of Regulation S under the Securities Act.

Accordingly, neither it, its affiliates nor any persons acting on its or their behalf have

engaged or will engage in any directed selling efforts with respect to the CDs, and

they have complied and will comply with the offering restrictions requirement of

Regulation S under the Securities Act. Each Dealer has agreed that, at or before

confirmation of sale of CDs, it will have sent to each distributor, dealer or person

receiving a selling concession, fee or other remuneration that purchases CDs from it

during the restricted period a confirmation or notice to substantially the following

effect:

- 30 -

"The Securities covered hereby have not been registered under the U.S.

Securities Act of 1933, as amended (the "Securities Act") and may not be

offered and sold within the United States or to, or for the account or benefit of,

U.S. persons (i) as part of their distribution at any time or (ii) otherwise until

40 days after the completion of the distribution of an identifiable tranche of

CDs of which such CDs are a part, except in either case in accordance with

Regulation S under the Securities Act. Terms used above have the meanings

given to them by Regulation S under the Securities Act.

Terms used in this paragraph 4(a) have the meanings given to them by Regulation S under the

Securities Act.

(b) For each Series where "TEFRA D" is specified in the relevant CDs, each Dealer has

represented and agreed as follows: -

Except to the extent permitted under Section 1.163-5(c)(2)(i)(D) (or any successor

rules in substantially the same form that are applicable for purposes of Section 4701

of the U.S. Internal Revenue Code of 1986, as amended (the "Code")) of the United

States Treasury Regulations (the "D Rules"):

(i) it has not offered or sold, and agrees that during a 40-day restricted period it

will not offer or sell the CDs to a person who is within the United States or its

possessions or to a U.S. person;

(ii) it has not delivered and agrees that it will not deliver within the United States

or its possessions any CDs that are sold during the restricted period;

(iii) it has and agrees that throughout the restricted period it will have in effect

procedures reasonably designed to ensure that its employees or agents who are

directly engaged in selling CDs are aware that such CDs may not be offered or

sold during the restricted period to a U.S. person, except as permitted by the D

Rules;

(iv) if it is a U.S. person, it is acquiring the CDs for purposes of resale in

connection with their original issuance and if it retains the CDs for its own

account, it will only do so in accordance with the requirements of Section

1.163-5(c)(2)(i)(D)(6) of the United States Treasury Regulations; and

(v) with respect to each affiliate that acquires from it CDs for the purpose of

offering or selling during the restricted period, it either (a) repeats and

confirms the representations and agreements contained in paragraphs (i) to (iv)

above on its behalf or (b) agrees that it will obtain from such affiliate for the

benefit of the Issuer the representations and agreements contained in

paragraphs (i) to (iv) above.

Terms used in paragraphs (i) to (iv) have the meanings given to them by the Code and

regulations thereunder, including the D Rules.

(c) For each Series where "TEFRA C" is specified in the relevant CDs, those CDs must

be issued and delivered outside the United States and its possessions in connection

with their original issuance and each Dealer has represented and agreed that it has not

- 31 -

offered, sold or delivered, and shall not offer, sell or deliver, directly or indirectly,

CDs within the United States or its possessions in connection with their original

issuance. Further, in connection with their original issuance of CDs, it has not

communicated, and shall not communicate, directly or indirectly, with a prospective

purchaser if either such purchaser or it is within the United States or its possessions or

otherwise involve its U.S. office in the offer or sale of CD. Terms used in this

paragraph have the meanings given to them by the U.S. Internal Revenue Code and

regulations thereunder, including U.S. Treas. Reg. §1.163-5(c)(2)(i)(C) (the "C

Rules").

(d) Each Dealer has agreed that all of its activities and services under the Dealers'

Agreement will be performed outside the United States of America.

(e) Each Dealer has agreed that it will cause any agreement or instrument evidencing a

participation in any CD purchased from it to contain the legend and the restrictions on

the place of payment appearing in each CD.

5. The Netherlands

Zero Coupon CDs (as defined below) in definitive bearer form and other CDs in definitive

bearer form on which interest does not become due and payable during their term but only at

maturity (savings certificates or spaarbewijzen as defined in the Dutch Savings Certificates

Act or Wet inzake spaarbewijzen, the "SCA") may only be transferred and accepted, directly

or indirectly, within, from or into the Netherlands through the mediation of either the Issuer

or a member of Euronext Amsterdam N.V. with due observance of the provisions of the SCA

and its implementing regulations (which include registration requirements). No such

mediation is required, however, in respect of (i) the initial issue of such securities to the first

holders thereof, (ii) the transfer and acceptance by individuals who do not act in the conduct

of a profession or business, and (iii) the issue and trading of such securities if they are

physically issued outside the Netherlands and are not distributed in the Netherlands in the

course of primary trading or immediately thereafter.

For the purpose of this paragraph, Zero Coupon CDs, are CDs that are in bearer form and

constitute a claim for a fixed sum against the Issuer and on which interest does not become

due during their tenor or on which no interest is payable whatsoever.

Furthermore each Dealer has represented and agreed, and each new Dealer will be required to

represent and agree that it will offer CDs exclusively to legal entities which are "qualified

investors" in the Netherlands as defined in the Financial Supervision Act (Wet op het

financieel toezicht) (as amended and/or supplemented from time to time).

6. Public Offer Selling Restriction under the Prospectus Directive

In relation to each member state of the European Economic Area which has implemented the

Prospectus Directive (each, a "Relevant Member State"), each Dealer has represented and

agreed, and each further Dealer appointed under the Programme will be required to represent

and agree, that with effect from and including the date on which the Prospectus Directive is

implemented in that Relevant Member State (the "Relevant Implementation Date") it has

not made and will not make an offer of CDs which are the subject of the offering

contemplated by this Information Memorandum as completed by the issue terms in relation

thereto to the public in that Relevant Member State except that it may, with effect from and

- 32 -

including the Relevant Implementation Date, make an offer of such CDs to the public in that

Relevant Member State:

(a) if the final terms in relation to the CDs specify that an offer of those CDs may be

made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant

Member State (a "Non-exempt Offer"), following the date of publication of a

prospectus in relation to such CDs which has been approved by the competent

authority in that Relevant Member State or, where appropriate, approved in another

Relevant Member State and notified to the competent authority in that Relevant

Member State, provided that any such prospectus has subsequently been completed by

the final terms contemplating such Non-exempt Offer, in accordance with the

Prospectus Directive, in the period beginning and ending on the dates specified in

such prospectus or final terms, as applicable;

(b) at any time to any legal entity which is a qualified investor as defined in the

Prospectus Directive;

(c) at any time to fewer than 150 natural or legal persons (other than qualified investors

as defined in the Prospectus Directive) subject to obtaining the prior consent of the

relevant Dealer or Dealers nominated by the Issuer for any such offer; or

(d) at any time in any other circumstances falling within Article 3(2) of the Prospectus

Directive,

provided that no such offer of CDs referred to in (b) to (d) above shall require the Issuer or

any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or

supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of CDs to the public" in relation

to any CDs in any Relevant Member State means the communication in any form and by any

means of sufficient information on the terms of the offer and the CDs to be offered so as to

enable an investor to decide to purchase or subscribe the CDs, as the same may be varied in

that Member State by any measure implementing the Prospectus Directive in that Member

State and the expression "Prospectus Directive" means Directive 2003/71/EC (as amended,

including by Directive 2010/73/EU) and includes any relevant implementing measure in the

Relevant Member State.

7. Selling Restrictions addressing Additional United Kingdom Securities Laws

Each Dealer has represented and agreed as follows:

(a) No deposit-taking: In relation to CDs with a tenor of less than one year,

(i) it is a person whose ordinary activities involve it in acquiring, holding,

managing or disposing of investments (as principal or agent) for the purposes

of its business; and

(ii) it has not offered or sold and will not offer or sell any CDs other than to

persons:

- 33 -

(A) whose ordinary activities involve them in acquiring, holding, managing

or disposing of investments (as principal or agent) for the purposes of

their businesses; or

(B) who it is reasonable to expect will acquire, hold, manage or dispose of

investments (as principal or agent) for the purposes of their businesses,

where the issue of the CDs would otherwise constitute a contravention of section 19

of the Financial Services and Markets Act 2000 (the "FSMA") by the Issuer;

(b) Financial promotion: It has only communicated or caused to be communicated and

will only communicate or cause to be communicated any invitation or inducement to

engage in investment activity (within the meaning of section 21 of the FSMA)

received by it in connection with the issue or sale of any CDs in circumstances in

which section 21(1) of the FSMA does not apply to the Issuer; and

(c) General compliance: It has complied and will comply with all applicable provisions

of the FSMA with respect to anything done by it in relation to the CDs in, from or

otherwise involving the United Kingdom.

8. Japan

The CDs have not been and will not be registered under the Financial Instruments and

Exchange Law of Japan (the "Financial Instruments and Exchange Law"). Accordingly,

each of the Dealers has represented and agreed that it has not, directly or indirectly, offered or

sold and shall not, directly or indirectly, offer or sell any CDs in Japan or to a resident of

Japan except pursuant to an exemption from the registered requirements of, and otherwise in

compliance with the Financial Instruments and Exchange Law and other relevant laws and

regulations of Japan. As used in this paragraph, "resident of Japan" means any person

resident in Japan, including any corporation or other entity organised under the laws of Japan.

9. Singapore

This Information Memorandum or any other offering materials have not been registered as a

prospectus with the Monetary Authority of Singapore. Accordingly, The Issuer and each

Dealer has represented and agreed that it has not offered or sold any CDs or caused such CDs

to be made the subject of an invitation for subscription or purchase and will not offer or sell

or cause such CDs to be made the subject of an invitation for subscription or purchase, and

has not circulated or distributed, nor will it circulate or distribute, this CDs or any other

document or material in connection with the offer or sale, or invitation for subscription or

purchase, of such CDs, whether directly or indirectly, to persons in Singapore other than (i) to

an institutional investor pursuant to Section 274 of the Securities and Futures Act, Chapter

289 of Singapore ("SFA"), (ii) to a relevant person pursuant to Section 275(1), or any person

under Section 275(1A) and in accordance with the conditions specified in Section 275 of the

SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other

applicable provision of the SFA.

10. General Selling Restrictions

Each Dealer has represented and agreed that it will not offer or sell any of the CDs or any

participations in CDs in any other country or jurisdiction except in circumstances that will to

- 34 -

the best of its knowledge and belief result in compliance with all applicable laws and

regulations.

- 35 -

TAXATION

1. The Netherlands

The comments below are intended as a general guide to the current position under the law

and practice of the Netherlands, do not constitute tax advice, are subject to changes that could

prospectively or retrospectively affect the stated tax consequences. Persons who are in any

doubt as to their tax position should consult their own professional advisers.

Withholding tax

All payments under the CDs may be made free of withholding or deduction of, for or on

account of any taxes of whatsoever nature imposed, levied, withheld or assessed by the

Netherlands or any political subdivision or taxing authority thereof or therein.

Taxes on income and capital gains

A holder of CDs will not be subject to any Netherlands taxes on income or capital gains in

respect of any payment under the CDs or in respect of any gain realised on the disposal,

deemed disposal or exchange of the CDs, provided that:

(i) such holder is neither resident nor deemed to be resident in the Netherlands, Bonaire,

Saint Eustatius or Saba; and

(ii) such holder does not have an enterprise or an interest in an enterprise that is, in whole

or in part, carried on through a permanent establishment or through a permanent

representative in the Netherlands, Bonaire, Saint Eustatius or Saba and to which

enterprise or part of an enterprise, as the case may be, the CDs are attributable; and

(iii) such holder is not an individual for whom such income or capital gain forms "benefits

from miscellaneous activities in the Netherlands" ("resultaat uit overige

werkzaamheden in Nederland"), which would for instance be the case if the activities

in the Netherlands with respect to the CDs exceed "normal active asset management"

("normaal, actief vermogensbeheer").

A holder of a CD will not be subject to taxation in the Netherlands by reason only of the

execution, delivery and/or enforcement of the dealer agreement, the agency agreement and

the covenant, each dated on or about the date hereof and between the parties named therein,

and the issue of the CDs or the performance by the Issuer of its obligations thereunder or

under the CDs.

Gift, Estate and Inheritance Tax

No gift, estate or inheritance taxes will arise in the Netherlands with respect to an acquisition

of CDs by way of gift by, or on the death of, a holder of CDs who is neither resident nor

deemed to be resident in the Netherlands, unless in the case of a gift of CDs by an individual

who at the date of the gift was neither resident nor deemed to be resident in the Netherlands,

such individual dies within 180 days after the date of the gift, while being resident or deemed

to be resident in the Netherlands.

- 36 -

Turnover tax

No Netherlands turnover taxes will arise in respect of any payment in consideration for the

issue of CDs or with respect to payments by the Issuer of principal, interest or premium (if

any) on the CDs.

Other Taxes and Duties

No Netherlands registration tax, customs duty, transfer tax, stamp duty or any other similar

documentary tax or duty, other than court fees, will be payable in the Netherlands in respect

of or in connection with the execution, delivery and/or enforcement by legal proceedings

(including the enforcement of any foreign judgment in the Courts of the Netherlands) of the

dealer agreement, the agency agreement and the covenant, each dated on or about the date

hereof and between the parties named therein, or the performance of the Issuer's obligations

thereunder or under the CDs.

2. Hong Kong

Withholding Tax

Under present Hong Kong law, no withholding tax will be deductible from interest paid on

the deposits represented by the CDs.

Tax on Sale

Where a holder of an interest in a CD (whether an individual or a corporation) carrying on a

trade, profession or business in Hong Kong disposes of its interest in the CD and makes a

profit or loss, that profit or loss, in the case of a corporation, will be taken into account for

profits tax purposes and, in the case of an individual, will be taken into account for profits tax

purposes where those profits or losses relate to the funds of that trade, profession or business.

Tax on Yield

Any interest on a CD received or accrued by a financial institution (as defined in the Inland

Revenue Ordinance (Cap. 112) of Hong Kong) which arises through or from the carrying on

by the financial institution of its business in Hong Kong will be subject to profits tax.

Any interest received or accrued to a corporate holder (other than a financial institution) or an

individual holder carrying on a trade, profession or business in Hong Kong, and for the

individual holder where that interest is in respect of the funds of that trade, profession or

business, will not be subject to profits tax (so long as the CD is not used to secure borrowings

from the Issuer).

Stamp Duty

The CDs are not subject to Hong Kong stamp duty or bearer instrument duty either on issue

or on any subsequent transfer.

3. Foreign Account Tax Compliance Act

Pursuant to the Foreign Account Tax Compliance Act provisions of the Hiring Incentives to

Restore Employment Act of 2010 (“FATCA”), certain non-U.S. financial institutions

- 37 -

(“foreign financial institutions”, or “FFIs” (as defined by FATCA)) that enter into

agreements with the U.S. Internal Revenue Service (“IRS Agreements”) or become subject

to provisions of local law intended to implement an intergovernmental agreement to facilitate

the implementation of FATCA (“IGA legislation”) may be required to identify “financial

accounts” held by U.S. persons or entities with substantial U.S. ownership, as well as

accounts of other FFIs that are not themselves participating in (or otherwise exempt from) the

FATCA reporting regime. In order (a) to obtain an exemption from FATCA withholding on

payments it receives and/or (b) to comply with any applicable laws in its jurisdiction, an FFI

that enters into an IRS Agreement or is subject to IGA legislation may be required to (i)

report certain information on its U.S. account holders to the government of the United States

or another relevant jurisdiction and/or (ii) withhold 30 per cent. from all, or a portion of,

certain payments made to persons that fail to provide the FFI with information and forms or

other documentation that may be necessary for such FFI to determine whether such person is

compliant with FATCA or otherwise exempt from FATCA withholding. On 13 November

2014, Hong Kong has entered into a Model 2 intergovernmental agreement with the U.S.

Internal Revenue Service. The Issuer is classified as an FFI for purposes of FATCA and has

registered for FATCA purpose with the U.S. Internal Revenue Service.

Under FATCA, withholding is required with respect to payments to persons that are not

compliant with FATCA or that do not provide the necessary information or documentation

made on or after (i) 1 July 2014 in respect of certain U.S.-source payments, (ii) 1 January

2017, in respect of payments of gross proceeds (including principal repayments) on certain

assets that produce U.S.-source interest or dividends and (iii) 1 January 2019 (at the earliest)

in respect of “foreign passthru payments” (a term not yet defined), in each case only on

“obligations” that are not treated as equity for U.S. federal income tax purposes and that are

issued or materially modified on or after (a) 1 July 2014, or (b) in the case of an obligation

that pays only foreign passthru payments, the date that is six months after the date on which

the final U.S. Treasury regulations applicable to “foreign passthru payments” are filed in the

Federal Register.

Whilst the CDs are in global form and held within the Clearing Systems, it is expected that

FATCA will not affect the amount of any payments made under, or in respect of, the CDs by

the Issuer and any Paying Agent, given that each of the entities in the payment chain between

the Issuer and the participants in the Clearing Systems is a major financial institution whose

business is dependent on compliance with FATCA and that any alternative approach

introduced under an intergovernmental agreement will be unlikely to affect the CDs. The

documentation expressly contemplates the possibility that the CDs may be exchanged for

Definitive CDs and therefore that they may be taken out of the Clearing Systems. If this were

to happen, then a non-FATCA compliant holder could be subject to withholding. However,

Definitive CDs will only be printed in remote circumstances.

To ensure compliance with U.S. Internal Revenue Service Circular 230, potential

investors are hereby notified that: (a) any discussion of U.S. federal income tax issues in

this Information Memorandum is not intended or written by us to be relied upon, and

cannot be relied upon by taxpayers, for the purpose of avoiding penalties that may be

imposed under the U.S. Internal Revenue Code of 1986, as amended; (b) such discussion

is written to support the promotion or marketing of the transactions or matters

addressed herein; and (c) potential investors should seek advice based on their

particular circumstances from an independent tax adviser.

- 38 -

FORM OF MULTICURRENCY TEMPORARY GLOBAL CD

(INTEREST BEARING/DISCOUNTED)

COÖPERATIEVE RABOBANK U.A. (RABOBANK),

HONG KONG BRANCH (Established as a cooperative (coöperatie) formed under the laws of the Netherlands

with its statutory seat in Amsterdam)

Identification:

Issue Date: ................................................................. Series No.: ..................................................................

CMU Instrument No.: ............................................... ISIN/ Common Code: ...............................................

Amount and Tenor:

Deposit Date: ............................................................ Maturity Date: ............................................................

Specified Currency: ................................................... Principal or Nominal Amount1: .................................

Denomination2: ..........................................................

Type of CD and Yield:

Interests Basis3: .......................................................... Redemption Amount4: ................................................

Fixed Rate:

Fixed Interest Rate5: (per cent. per annum): .............. Interests Payment Dates6: ...........................................

Floating Rate:

Reference Rate7: ........................................................ Margin8: .....................................................................

Reference Banks9: ...................................................... Interest Commencement Date10: ................................

1 Insert the aggregate principal amount of the Certificate.

2 Must be a minimum of HK$100,000 or equivalent per certificate represented by this Certificate.

3 Insert "Discount", "Fixed Rate" or "Floating Rate".

4 Insert either "Principal Amount" or some other pre-determined fixed redemption amount.

5 Complete for fixed rate certificates only.

6 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.

7 Complete for floating rate certificates only (state whether HIBOR, LIBOR, CNH HIBOR, EONIA, SONIA

or other applicable floating rate).

8 Complete for floating rate certificates only.


- 39 -

Interests Payment Dates11: .........................................

Discounted:

Discounted Bid Rate: ................................................ Initial Purchase Price (Discounted): ..........................

Redemption:

Redemption at the option of the Issuer12: .................. Redemption at the option of the bearer

of this Certificate13: ....................................................

Optional Redemption Date(s)14:................................. Optional Notice Period15: ...........................................

Optional Redemption Amount16: ...............................

Certification Terms

US Selling Restrictions17: .........................................

Certification18: .......................................................... Certification Date19: ..................................................

Other terms:

Calculation Agent20: ..................................................

THIS TEMPORARY GLOBAL CD HAS NOT BEEN AND WILL NOT BE REGISTERED

UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. ANY OFFER OR SALE

OF THIS TEMPORARY GLOBAL CD IN THE UNITED STATES OR TO U.S. PERSONS

(EACH AS DEFINED IN REGULATION S PROMULGATED UNDER THE SAID ACT)

MAY CONSTITUTE A VIOLATION OF UNITED STATES LAWS UNLESS SUCH

OFFER OR SALE IS EITHER REGISTERED PURSUANT TO, OR IS EXEMPT FROM

REGISTRATION UNDER, SUCH ACT.

10 Complete for fixed rate certificates or floating rate certificates.


12 Insert "yes" if the relevant option is included.


14 Complete if Issuer's or holder's redemption option is included.


16 Complete if Issuer's or holder's redemption option is included and specify "Principal Amount" or some other

pre-determined fixed redemption amount.

17 TEFRA C/TEFRA D

18 Applicable/Not Applicable

19 Specify in all issue terms if Certification is "Applicable". To be specified by the Issuer. This would usually

be the date following expiry of 40 (forty) days after a Deposit Date.

20 Complete for floating rate certificates.

- 40 -

ANY U.S. PERSON WHO HOLDS THIS CERTIFICATE WILL BE SUBJECT TO

LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING

THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE UNITED

STATES INTERNAL REVENUE CODE OF 1986.

IN ADDITION, THOSE LIMITATIONS MAY ALSO APPLY TO ANY OTHER BEARER

WHO TAKES INTO ACCOUNT GAIN OR LOSS WITH RESPECT TO THIS

CERTIFICATE IN DETERMINING SUCH BEARER'S INCOME SUBJECT TO UNITED

STATES FEDERAL INCOME TAX.

THIS TEMPORARY GLOBAL CD IS NOT A PROTECTED DEPOSIT UNDER, AND IS

NOT PROTECTED BY, THE DEPOSIT PROTECTION SCHEME ESTABLISHED BY

THE HONG KONG DEPOSIT PROTECTION BOARD PURSUANT TO THE DEPOSIT

PROTECTION SCHEME ORDINANCE (CAP. 581).

[PURCHASERS OF RMB DENOMINATED CERTIFICATES OF DEPOSIT SHOULD

NOTE THAT RMB IS NOT A FREELY CONVERTIBLE CURRENCY. ALL

PAYMENTS IN RESPECT OF RMB DENOMINATED CERTIFICATES OF DEPOSIT

WILL BE MADE SOLELY BY TRANSFER TO A RMB BANK ACCOUNT

MAINTAINED IN HONG KONG IN ACCORDANCE WITH PREVAILING RULES AND

REGULATIONS. THE ISSUER CANNOT BE REQUIRED TO MAKE PAYMENT BY

ANY OTHER MEANS (INCLUDING BY BANK TRANSFER TO A BANK ACCOUNT

IN THE PRC). IN ADDITION, THERE CAN BE NO ASSURANCE THAT ACCESS TO

RMB FUNDS FOR THE PURPOSES OF MAKING PAYMENTS ON RMB

DENOMINATED CERTIFICATES OF DEPOSIT OR GENERALLY MAY REMAIN OR

NOT BECOME RESTRICTED. FOR THESE PURPOSES THE "PRC" MEANS THE

PEOPLE'S REPUBLIC OF CHINA (EXCLUDING HONG KONG SPECIAL

ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA ("HONG

KONG"), THE MACAU SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S

REPUBLIC OF CHINA AND TAIWAN)]21

1. For value received, COÖPERATIEVE RABOBANK U.A. (RABOBANK), HONG

KONG BRANCH (the Issuer) hereby certifies (this certificate being the Temporary Global

CD) that a sum has been deposited with it such that the Issuer shall be obliged to pay to the

bearer hereof on the Maturity Date an amount equal to the above Principal or Nominal

Amount and to pay (in any case) interest thereon at the rate (if any) and at the times (if any)

specified hereon.

2. This Temporary Global CD is issued in respect of the permanent Global CD.

3. Exchange on certification

(a) On or after the Certification Date specified herein, this Temporary Global CD may be

exchanged in whole or in part (free of charge to the holder) by its presentation and, on

exchange in full, surrender to, or to the order of, the Issuer (or, if one is specified

herein, the Paying Agent instead of the Issuer) for interests in a permanent Global CD

21 To be used for RMB denominated CDs.

- 41 -

substantially in the form set out in Schedule 1 (Certificate of Non-U.S. Beneficial

Ownership) hereto in bearer form in an aggregate principal amount equal to the

principal amount of this Temporary Global CD submitted for exchange with respect

to which the Issuer (or, if one is specified herein, the Paying Agent instead of the

Issuer) has received the relevant certifications referred to below.

(b) If this Temporary Global CD is lodged with the CMU Service, any relevant CMU

accountholder appearing in the records of the CMU Service as entitled to an interest

in this Temporary Global CD may require the exchange of an appropriate part of this

Temporary Global CD for an equivalent interest in the Permanent Global CD by

delivering or causing to be delivered to the Issuer or, if one is specified herein, the

Paying Agent a certificate dated not more than 15 days before the Certification Date

substantially in the form set out in Schedule 1 (Certificate of Non-U.S. Beneficial

Ownership) to this Temporary Global CD.

(c) If this Temporary Global CD is held on behalf of Euroclear or Clearstream the holder

of this Temporary Global CD may require the exchange of an appropriate part of this

Temporary Global CD for an equivalent interest in the Permanent Global CD by

delivering or causing to be delivered to Euroclear or Clearstream a certificate dated

not more than 15 days before the Certification Date substantially in the form set out in

Schedule 1 (Certificate of Non-U.S. Beneficial Ownership) to this Temporary Global

CD.

(d) The procedures referred to in paragraphs 3(b) and (c) will be termed Certification.

4. Agreement with respect to the exercise of Dutch Bail-in Power

4.1 For as long as this Temporary Global CD is outstanding, each holder (including each

beneficial owner) irrevocably acknowledges and agrees to be bound by and consents

to the exercise of any Dutch Bail-in Power by the Resolution Authority that may

result in:

(a) the cancellation of all, or a portion, of the principal amount of, or interest on,

this Temporary Global CD; and/or

(b) the conversion of all, or a portion, of the principal amount of, or interest on,

this Temporary Global CD, into shares or other securities or other obligations

of the Issuer or another person, which the Dutch Bail-in Power may be

exercised by means of a variation to the terms of the this Temporary Global

CD solely to give effect to the above.

4.2 Each holder (including each beneficial owner) further acknowledges and agrees that

the rights of a holder under this Temporary Global CD, are subject to, and will be

varied, if necessary, solely to give effect to, the exercise of any Dutch Bail-in Power

by the Resolution Authority.

For the purposes of this Condition 4,

"Bank Recovery and Resolution Directive" means any relevant laws and regulations

applicable to the Issuer or other members of Rabobank Group at the relevant time

pursuant to, or which implement, or are enacted within the context of, a directive

- 42 -

and/or regulation of the European Parliament and of the Council establishing a

framework for the recovery and resolution of credit institutions and investment firms.

"Dutch Bail-in Power" means any write-down and/or conversion power existing

from time to time under any laws, regulations, rules, directives or requirements

relating to the resolution of banks, banking group companies, credit institutions and/or

investment firms established in The Netherlands in effect and applicable in The

Netherlands to the Issuer or other members of Rabobank Group, including but not

limited to any such laws, regulations, rules, directives or requirements that are

implemented, adopted or enacted within the context of the Bank Recovery and

Resolution Directive and/or within the context of a Dutch resolution regime under the

Special Measures Financial Institution Act (Interventiewet) (as amended from time to

time), or otherwise, pursuant to which obligations of a bank, banking group company,

credit institution or investment firm or any of its affiliates can be reduced, cancelled

and/or converted into shares or other securities or other obligations of the Issuer or

any other person.

"Resolution Authority" means any authority with the ability to exercise a Dutch

Bail-in Power.

4.3 Upon the exercise of the Dutch Bail-in Power by the Resolution Authority with

respect to this Temporary Global CD the Issuer shall notify in writing the Paying

Agent or cause the Paying Agent to be notified, in writing as soon as possible

thereafter.

The Paying Agent shall give a public notice to the holders on behalf of the Issuer as

soon as practicable in accordance with Condition 4 of the Dutch Bail-in Power being

exercised.

4.4 Upon the exercise of the Dutch Bail-in Power with respect to this Temporary Global

CD by the Resolution Authority (unless, at the time that such repayment or payment,

respectively, is scheduled to become due, such repayment or payment would be

permitted to be made by the Issuer under the laws and regulations of The Netherlands

and the European Union applicable to the Issuer), the Issuer shall be released from its

payment obligations (in relation to repayment of the principal amount, payment of

interest and any other payments due) under this Temporary Global CD to the extent

that outstanding principal amounts under this Temporary Global CD have been

subject to the exercise of the Dutch Bail-in Power by the Resolution Authority.

4.5 Notwithstanding that the Issuer may be delayed in giving or fail to give any of the

public notices referred to Condition 4.3 above, such delay or failure shall not affect

the validity and enforceability of the Dutch Bail-in Power.

4.6 Any repayment of the principal amount and payments of interest on this Temporary

Global CD made to the holders after the exercise of the Dutch Bail-in Power in the

excess of the amount permitted to be paid by the Issuer under the laws and regulations

of The Netherlands and the European Union applicable to the Issuer, shall be null and

void, and the holders who received the payments shall return the received amounts to

the Issuer immediately.

- 43 -

4.7 No holders shall be entitled, after the exercise of the Dutch Bail-in Power, to set off

any of their former rights and entitlements to repayment of the principal amount or

payments of interest in respect of this Temporary Global CD against any other

obligations which they may owe to the Issuer at that time, to the extent that those

rights and entitlements in respect of this Temporary Global CD have been cancelled,

reduced or converted by operation of the Dutch Bail-in Power.

4.8 The exercise of the Dutch Bail-in Power by the Resolution Authority with respect to

this Temporary Global CD shall not constitute an event of default with respect to this

Temporary Global CD.

4.9 By purchasing this Temporary Global CD each holder (including each beneficial

owner) shall be deemed to have authorised, directed and requested the relevant

securities firm, financial institution or other intermediary through which it holds this

Temporary Global CD to take any and all necessary action, if required, to implement

the exercise of any Dutch Bail-In Power with respect to this Temporary Global CD as

it may be imposed, without any further action or direction on the part of such holder

or beneficial owner.

4.10 All expenses necessary for the procedures under this Condition 4, including, but not

limited to, those incurred by the Issuer and the Paying Agent shall be borne by the

Issuer.

4.11 By its acquisition of this Temporary Global CD each holder (including each beneficial

owner) will acknowledge and agree that, upon the exercise of any Dutch Bail-in

Power with respect to this Temporary Global CD the Agency Agreement shall impose

no duties upon the agents whatsoever with respect to the exercise of any Dutch Bail-in

Power. Notwithstanding the foregoing, if, following the completion of the exercise of

any Dutch Bail-in Power, this Temporary Global CD remains outstanding (for

example, if the exercise of the Dutch Bail-in Power results in only a partial write-

down of the principal of this Temporary Global CD), then each agent’s duties under

the Agency Agreement shall remain applicable with respect to the remaining

outstanding principal amount of this Temporary Global CD to the extent that the

Issuer and that agent shall agree.

5. The Permanent Global CD will be exchangeable in accordance with its terms for

Definitive CDs. The Permanent Global CD and the Definitive CDs will be substantially in

the respective forms set out in Schedule 2 (Form of Permanent Global CD) and Schedule 3

(Form of Definitive CD) respectively to this Temporary Global CD.

6. If an Issuing Agent is specified herein, this Temporary Global CD will not be valid or

become obligatory for any purpose until authenticated by or on behalf of the Issuing Agent.

7. Marking down

(a) On any exchange of a part of this Temporary Global CD for an equivalent interest in

the Permanent Global CD, the portion of the principal amount of this Temporary

Global CD so exchanged will be endorsed, by or on behalf of, the Issuer (or, if one is

specified herein, the Paying Agent instead of the Issuer) in Schedule 4 (Schedule of

Changes in the Principal Amount of this Temporary Global CD) of this Temporary

- 44 -

Global CD, and at that time the principal amount of this Temporary Global CD will

be reduced for all purposes by the amount so exchanged and endorsed.

(b) The Principal or Nominal Amount (as stated herein) from time to time of this

Temporary Global CD may be reduced upon:

(i) the exchange of the whole or part of this Temporary Global CD for a

corresponding interest in the Permanent Global CD as described above;

(ii) the early redemption of any of the CDs represented by this Temporary Global

CD;

(iii) the purchase and cancellation of CDs represented by this Temporary Global

CD;

(iv) the exchange of the whole of this Temporary Global CD for Definitive CDs;

or

(v) the exchange of interests in this Temporary Global CD for Direct Rights.

8. Payments

(a) No person is entitled to receive any payment in respect of the CDs represented by this

Temporary Global CD that falls due on or after the Certification Date unless, on due

presentation of this Temporary Global CD for exchange, delivery of (i) (or, in the case

of a subsequent exchange, due endorsement of) the Permanent Global CD or (ii)

Definitive CDs, is improperly withheld or refused by or on behalf of the Issuer.

(b) Payments due before the Certification Date will only be made in relation to the

principal amount of this Temporary Global CD for which there has been Certification

dated no earlier than the due date for payment.

(c) If any payment in full of principal is made in respect of any CD represented by this

Temporary Global CD, the portion of this Temporary Global CD representing the CD

will be cancelled and the amount so cancelled will be endorsed by or on behalf of the

Issuer (or, if one is specified herein, the Paying Agent instead of the Issuer) in

Schedule 4 (Schedule of Changes in the Principal Amount of this Temporary Global

CD) of this Temporary Global CD (the endorsement being prima facie evidence that

the payment in question has been made) and at that time the principal amount of this

Temporary Global CD will be reduced for all purposes by the amount so cancelled

and endorsed. If any other payments are made in respect of the CDs represented by

this Temporary Global CD, a record of each such payment shall be endorsed by, or on

behalf of, the Issuer (or, if one is specified herein, the Paying Agent instead of the

Issuer) on an additional schedule hereto (such endorsement being prima facie

evidence that the payment in question has been made).

(d) No provision of this Temporary Global CD will alter or impair the obligation of the

Issuer to pay any amount on the CDs when due in accordance with the terms and

conditions of any CD.

9. All such payments shall be made in accordance with the Agency Agreement dated 31

March 2016 between the Issuer and the Issuing Agent referred to below, a copy of which is

- 45 -

available for inspection at the office of [Citibank, N.A., London Branch][Citicorp

International Limited] (the Paying Agent) at [14/F Citigroup Centre, Canada Square, Canary

Wharf, London E14 5LB][55th One Island East, 8 Westlands Road, Island East, Hong Kong],

all subject to and in accordance with the terms and conditions set forth below.

(a) If this Temporary Global CD is not held by any Clearing System (as defined below):

(i) all such payments shall be made upon presentation and, on maturity, surrender

of this Temporary Global CD at the office of the Paying Agent referred to

above; and

(ii) a record of an interest payment in Schedule 5 (Payments of Interest) to this

certificate and signed by an authorised signatory of the Paying Agent shall be

conclusive evidence of the discharge of the obligations of the Issuer in respect

of the interest payment in question.

(b) If this Temporary Global CD is held by a Clearing System:

(i) all such payments shall be made to the person(s) for whose account(s) interests

in this Temporary Global CD are being held by the relevant Clearing System

in accordance with its rules and regulations; and

(ii) payment of interest or principal by the relevant Paying Agent to the person for

whose account a relevant interest in this Temporary Global CD is credited as

being held by the relevant Clearing System at the relevant time as notified to

the relevant Paying Agent by the relevant Clearing System, shall discharge the

obligations of the Issuer in respect of that payment. For these purposes, a

notification from the relevant Clearing System shall be conclusive evidence of

the records of the relevant Clearing System (save in the case of manifest error).

All such payments shall be made by transfer to an account denominated in the currency

specified above as the Specified Currency maintained by the bearer in the principal financial

centre in the country of that currency or, (i) if the Specified Currency is Euro, by transfer to a

Euro account with a bank in Europe or (ii) if the Specified Currency is U.S. dollars, to such

bank account as is specified by the payee outside the United States of America or (iii) if the

Specified Currency is RMB, an account maintained by the bearer in Hong Kong.

Clearing System means any clearing system through which the Temporary Global CD is

cleared including, without limitation, the Central Moneymarkets Unit Service of the Hong

Kong Monetary Authority, Clearstream Banking, société anonyme, incorporated under the

laws of the Grand Duchy of Luxembourg or any successor securities clearing agency, and

Euroclear Bank S.A./IN.V., as operator of the Euroclear System, or any successor securities

clearing agency.

10. The Issuer acknowledges that Rabobank U.A. (Rabobank) (Rabobank) and its Hong

Kong branch are a single legal entity and the obligation to repay the deposits in respect of

which this Temporary Global CD is issued is an obligation of Rabobank as a whole.

Although the Hong Kong branch of Rabobank is the branch of account for the deposits

evidenced by this Temporary Global CD, if the Hong Kong branch of Rabobank cannot repay

such deposits for any reason, including (without limitation) (a) an act of war, insurrection or

civil strife; or (b) an action by the government or any instrumentality of or in Hong Kong

- 46 -

(whether de jure or de facto), the holder of this Temporary Global CD may present this

Temporary Global CD for payment at the head office of Rabobank or at any of its other

branches outside Hong Kong.

11. This Temporary Global CD is issued in representation of an issue of Certificates of

Deposit in the aggregate Principal Amount and having the Denomination specified above.

This Temporary Global CD is denominated in all cases in an amount of at least HK$100,000

or its equivalent in the Specified Currency using the relevant exchange rate quoted by the

Issuing Agent at or about 11:00 a.m. (Hong Kong time) on the Hong Kong Business Day (as

herein defined) prior to the Issue Date. Hong Kong Business Day shall mean any day on

which banks are open for business in Hong Kong (other than a Saturday, Sunday or public

holiday).

12. All payments in respect of this Temporary Global CD shall be made without set-off,

counterclaim, fees, liabilities or similar deductions, and free and clear of, and without

deduction or withholding for or on account of, taxes, levies, duties, assessments or charges of

any nature now or hereafter imposed, levied, collected, withheld or assessed in Hong Kong or

the Netherlands or any political subdivision or taxation authority of or in either of the

foregoing (Taxes). If the Issuer or any agent thereof is required by law or regulation to make

any deduction or withholding for or on account of Taxes, the Issuer shall, to the extent

permitted by applicable law or regulation, pay such additional amounts as shall be necessary

in order that the net amounts received by the bearer of this Temporary Global CD or the

holder or beneficial owner of any interest herein or rights in respect hereof after such

deduction or withholding shall equal the amount which would have been receivable

hereunder in the absence of such deduction or withholding, except that no such additional

amounts shall be payable:-

(a) to the bearer of this Temporary Global CD or the holder or beneficial owner of any

interest herein or rights in respect hereof where such deduction or withholding is

required by reason of the bearer, holder or beneficial owner having some connection

with the jurisdiction imposing the Taxes other than the mere holding of and payment

in respect of this Temporary Global CD; or

(b) in respect of any deduction or withholding which would not have been required but

for the presentation by the bearer of this Temporary Global CD for payment on a date

more than 15 days after the Maturity Date or, if applicable, the relevant Interest

Payment Date or the date on which payment hereof is duly provided for, whichever

occurs later except to the extent that the holder or beneficial owner of any interest

herein would have been entitled to such additional amount on presenting this

Temporary Global CD for payment on the last day of such 15 days period; or

(c) in respect of any deduction or withholding by the Paying Agent which would not be

required if such payment could be made without deduction or withholding by any

other Paying Agent; or

(d) to the bearer of this Temporary Global CD or any interest herein or rights in respect

hereof where such deduction or withholding would not have been required to be paid

had a declaration of non-residence or similar claim for exemption been made by the

bearer.

- 47 -

Payments will be subject in all cases to any withholding or deduction required pursuant to an

agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the

Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any

regulations or agreements thereunder, any official interpretations thereof, or any law

implementing an intergovernmental approach thereto.

13. The payment obligation of the Issuer represented by this Temporary Global CD

constitutes and at all times shall constitute a direct and unsecured obligation of the Issuer

ranking pari passu and without any preference with all present and future unsecured and

unsubordinated indebtedness of the Issuer (other than obligations mandatorily preferred by

law).

14. If the Maturity Date or, if applicable, the relevant Interest Payment Date, is not a

Payment Business Day, payment in respect hereof will not be made and credit or transfer

instructions will not be given until the next succeeding Payment Business Day (unless that

falls in the next calendar month in which case payment shall be made and credit or transfer

instructions shall be given on the immediately preceding Payment Business Day), with

appropriate adjustments being made to the relevant interest calculation(s). Payment Business

Day, as used herein, shall mean any day on which banks are open for business in Hong Kong

and in the principal financial centre of the country of the currency of payment (or where the

currency is Euro, on which the Trans-European Automated Real-time Gross Settlement

Express Transfer System (TARGET2) system is open).

15. This Temporary Global CD is negotiable and, accordingly, title hereto shall in

accordance with applicable law, pass by delivery and, except as ordered by a court of

competent jurisdiction or as required by law, the bearer shall be treated as being absolutely

entitled to receive payment upon due presentation hereof (notwithstanding any notation of

ownership or other writing thereon or notice of any previous loss or theft thereof) and

payment in accordance with the rules of the relevant Clearing System or upon due

presentation of this Temporary Global CD as provided herein shall operate as a good

discharge against such bearer and all previous bearers of this Temporary Global CD.

16. If the Interest Basis for this Temporary Global CD is Fixed Rate or Floating Rate,

then:

(a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in

respect of this Temporary Global CD falling due for payment prior to the above-

mentioned Maturity Date remains unpaid on the fifteenth day after falling so due, then

the amount referred to in paragraph 1 shall be payable on such fifteenth day in lieu of

the Maturity Date if such fifteenth day falls prior to the Maturity Date; and

(b) upon each payment of interest (if any) prior to the Maturity Date in respect of this

Temporary Global CD, the Schedule 5 (Payment of Interest) hereto shall be duly

completed by the relevant Paying Agent to reflect such payment.

17. If the Interest Basis for this Temporary Global CD is Fixed Rate, interest shall be

calculated on the Principal Amount or Nominal Amount (as applicable) as follows:

(a) interest shall be payable on the Principal Amount or Nominal Amount (as applicable)

in respect of each successive Interest Period (as defined below) from the Issue Date

(or, if different, the Interest Commencement Date specified above) to the Maturity

- 48 -

Date only, in arrear on the relevant Interest Payment Date, on the basis of the actual

number of days in such Interest Period and a year of 360 days or, if this Temporary

Global CD is denominated in Hong Kong Dollars or Sterling (or any other currency

for which it is market practice to determine interest on a 365 day year basis), 365 days

at the Fixed Interest Rate specified above; and

(b) the period beginning on (and including) the Issue Date (or, if different, the Interest

Commencement Date specified above) and ending on (but excluding) the first Interest

Payment Date and each successive period beginning on (and including) an Interest

Payment Date and ending on (but excluding) the next succeeding Interest Payment

Date or (as appropriate) the Maturity Date is called an Interest Period for the

purposes of this paragraph.

18. If the Interest Basis for this Temporary Global CD is Floating Rate, interest shall be

calculated on the Principal Amount or Nominal Amount (as applicable) as follows:-





number of days in such Interest Period and a year of 360 days or, if this Temporary

Global CD is denominated in Hong Kong Dollars or Sterling (or any other currency

for which it is market practice to determine interest on a 365 day year basis), 365 days

at a rate (the Rate of Interest) determined on the following basis:-

(i) in the case of a Temporary Global CD which specifies LIBOR (London

Interbank Offering Rate) as the Reference Rate,

(A) on the second business day (which shall be a day on which banks are

open for business in London) before the beginning of each Interest

Period (or, if it is the market norm to determine LIBOR interest rates

for the Specified Currency on another day, then on such other day)

(each the Interest Determination Date) the Calculation Agent named

above will determine the offered rate for deposits in the Specified

Currency in the London interbank market for the Interest Period

concerned as at 11:00 a.m. (London time) on the Interest

Determination Date in question. Such offered rate will be that which

appears on the Reuters Screen LIBOR01 Page (or such other page or

service as may replace it for the purpose of displaying London

interbank offered rates of major banks for deposits in the Specified

Currency for a duration equal to the Interest Period). The Rate of

Interest for such Interest Period shall be the rate which so appears plus

or minus the Margin (expressed in basis points), as determined by the

Calculation Agent;

(B) if on any Interest Determination Date for any reason such offered rate

is unavailable, the Calculation Agent will request each of the

Reference Banks to provide its offered quotation to leading banks in

the London interbank market for deposits in the Specified Currency for

a duration equal to the Interest Period concerned as at 11:00 a.m.

(London time) on the Interest Determination Date in question. The

- 49 -

Rate of Interest for such Interest Period shall be such quotation (if only

one is provided), or the arithmetic mean (rounded, if not already such a

multiple, up to the nearest 1/16th per cent.) of such quotations (if two

or more are so provided), plus or minus the Margin (expressed in basis

points), as determined by the Calculation Agent; and

(C) if the Calculation Agent is unable to determine the Rate of Interest for

an Interest Period in accordance with (A) or (B) above, the Rate of

Interest for such Interest Period shall be the Rate of Interest in effect

for the last preceding Interest Period to which (A) or (B) shall have

applied;

(ii) in the case of a Temporary Global CD which specifies HIBOR (Hong Kong

Interbank Offering Rate) as the Reference Rate,

(A) on the first Hong Kong Business Day of each Interest Period (each the

HIBOR Interest Determination Date) the Calculation Agent named


Currency for the Interest Period concerned as at or about 11:00 a.m.

(Hong Kong time) on the HIBOR Interest Determination Date in

question. Such offered rate will be the rate which appears on the

Reuters Screen HKABHIBOR Page (or such other page or service as

may replace it for the purpose of displaying Hong Kong interbank

offered rates of major banks of deposits in the Specified Currency for a

duration equal to the Interest Period). The Rate of interest for such

Interest Period shall be the rate which so appears plus or minus the

Margin (expressed in basis points), as determined by the Calculation

Agent;

(B) if on any HIBOR Interest Determination Date for any reason such

offered rate is unavailable, then the offered rate shall be such quotation

(if only one is provided) or the arithmetic mean (rounded, if not

already such a multiple, up to the nearest 1/16th per cent.) of the rates,

as supplied to the Calculation Agent at its request, quoted by the

Reference Banks on the HIBOR Interest Determination Date to be the

respective rates at which they are offering deposits in the Specified

Currency to leading banks in the Hong Kong interbank market for a

duration equal to the Interest Period concerned;





applied.

- 50 -

(iii) in the case of a Temporary Global CD which specifies EONIA (European

Overnight Index Average) as the Reference Rate, the following formula shall

be used to calculate the Rate of Interest:

Margin360

1360

11

D

NEONIA iin

i

Where:

n means the number of business days (which shall be days on

which the TARGET2 system is open) in the Interest Period

concerned;

i means a series of whole numbers from one to n, each representing

the relevant business days (which shall be days on which the

TARGET2 system is open) in chronological order from, and

including, the first business day (which shall be a day on which

the TARGET2 system is open) in the Interest Period;

EONIAi means for any day "i" in the Interest Period, a reference rate equal

to EONIA;

Ni means the number of calendar days in the Interest Period on

which the rate is EONIAi; it being provided that for any calendar

day in the Interest Period which is not a business day (which shall

be a day on which the TARGET2 system is open), EONIAi for

such calendar day shall be deemed to be EONIA, for the

immediately preceding business day (which shall be a day on

which the TARGET2 system is open);

D means the number of calendar days in the Interest Period;

EONIA means a reference rate equal to the Euro Overnight Index

Average rate as calculated by the European Central Bank and

appearing on the Reuters Screen EONIA Page at approximately

7:00 p.m. Central European Time in respect of that day;

in the event that the Reuters Screen EONIA Page is not available or EONIA is

not published for whatever reason on any day in the Interest Period, then, for

the purposes of calculating the Rate of Interest, the Calculation Agent shall

determine the Rate of Interest on the basis of quotations from four major

banks in the Euro-zone interbank market (which shall be any bank in the panel

from time to time providing such quotations to the European Central Bank for

the purposes of calculating EONIA) and EONIAi, for that day shall be the

arithmetic mean (rounded, if not already such a multiple, up to the nearest

1/16th per cent.), as determined by the Calculation Agent of such quotations

(being at least two). If fewer than two quotations are provided, the EONIA

rate for such day shall be such rate reasonably determined by the Calculation

Agent after consultation with an independent expert.

- 51 -

(iv) in the case of a Temporary Global CD which specifies SONIA (Sterling

Overnight Interbank Average) as the Reference Rate, the following formula

shall be used to calculate the Rate of Interest:

Margin365

1365

11

D

NSONIA iin

i

Where:


which banks are open for business in London) in the Interest

Period concerned;


the relevant business days (which shall be days on which banks

are open for business in London) in chronological order from, and


banks are open for business in London) in the Interest Period;

SONIAi means for any day "i" in the Interest Period, a reference rate equal

to SONIA;


which the rate is SONIAi; it being provided that for any calendar


be a day on which banks are open for business in London),

SONIA, for such calendar day shall be deemed to be SONIAi for

the immediately preceding business day (which shall be a day on

which banks are open for business in London);


SONIA means a reference rate equal to the Sterling Overnight Index

Average rate as calculated by the Wholesale Markets Brokers'

Association and appearing on the Reuters Screen SONIA Page at

approximately 5:00 p.m. London Time in respect of that day;

In the event that the Reuters Screen SONIA Page is not available or SONIA is



determine the Rate of Interest on the basis of quotations from four leading

banks in the London interbank market for overnight deposits in sterling for the

purposes of calculating SONIA and SONIAi for that day shall be the



(being at least two). If fewer than two quotations are provided, the SONIA rate

for such day shall be such rate reasonably determined by the Calculation

Agent after consultation with an independent expert;

- 52 -

(v) in the case of a Temporary Global CD which specifies CNH HIBOR (CNH

Hong Kong Interbank Offered Rate) as the Reference Rate:


CNH HIBOR Interest Determination Date), the Calculation Agent

named above will determine the offered rate for deposits in RMB

deliverable in Hong Kong for the Interest Period concerned at or

around 11.15 a.m. (Hong Kong time) or if, at or around that time it is

notified that the fixing will be published at 2.30 p.m. (Hong Kong

time), then as of 2.30 p.m. on the CNH HIBOR Interest Determination

Date in question. Such offered rate will be the rate which appears on

the Thomson Reuters index page <CNHHIBORFIX01> (or such other

page or service as may replace it for the purpose of displaying Hong

Kong interbank offered rates of major banks of deposits in RMB

deliverable in Hong Kong for a duration equal to the Interest Period).

The Rate of Interest for such Interest Period shall be the rate which so

appears plus or minus the Margin (expressed in basis points), as

determined by the Calculation Agent; and

(B) if on any CNH HIBOR Interest Determination Date for any reason

such offered rate is unavailable, then the offered rate to be applied in

place shall be the rate that the Calculation Agent obtains from

quotations provided by four leading dealers in the relevant inter-bank

market (selected in good faith by the Calculation Agent) for such rate

at, or as soon as practicable following, such time. If four such

quotations are received by the close of business on such day, the

applicable offered rate shall be the arithmetic mean of the quotations

received (ignoring the highest and lowest quotations). If two or three

such quotations are received by such time, the applicable offered rate

shall be the arithmetic mean of such quotations. If one quotation, or no

quotations, is or are received by such time, the Calculation Agent will

determine the applicable offered rate in good faith and in a

commercially reasonable manner. The Rate of Interest for such Interest

Period shall be such offered rate, plus or minus the Margin (expressed

in basis points), as determined by the Calculation Agent;

(vi) in the case of a Temporary Global CD which specifies any other rate of

interest as the Reference Rate, the Rate of Interest for such Interest Period

shall be the rate determined by the Calculation Agent in accordance with the

(or one of the) accepted market methodologies for determining such interest

rate plus or minus the Margin (expressed in basis points) as determined by the

Calculation Agent.

(b) the Calculation Agent will, as soon as practicable on each Interest Determination Date,

determine the Rate of Interest and calculate the amount of interest payable (the

Amount of Interest) for the relevant Interest Period. The Amount of Interest shall be

calculated by applying the Rate of Interest to the Principal Amount or Nominal

Amount (as applicable) of this Temporary Global CD, multiplying such product by

the actual number of days in the Interest Period concerned divided by 360, or, if this

Temporary Global CD is denominated in Hong Kong Dollars or Sterling (or any other

currency for which it is market practice to determine interest on a 365 day year basis),

- 53 -

by 365, and rounding the resulting figure to the nearest amount of the Specified

Currency which is available as legal tender in the country of the Specified Currency

(with halves being rounded upwards);

(c) a certificate of the Calculation Agent named above as to the Rate of Interest and the

Amount of Interest payable hereon for any Interest Period shall (save in the case of

manifest error) be conclusive and binding upon all parties;

(d) subject to paragraph 13 above, the period beginning on (and including) the Issue Date

(or, if different, the Interest Commencement Date specified above) and ending on (but

excluding) the first Interest Payment Date and each successive period beginning on

(and including) an Interest Payment Date and ending on (but excluding) the next

succeeding Interest Payment Date or (as appropriate) the Maturity Date is called an

Interest Period for the purposes of this paragraph; and

(e) the Issuer will procure that a notice specifying the Rate of Interest payable in respect

of each Interest Period be published as soon as practicable after the determination of

the Rate of Interest. Such notice will be delivered to the bearer of this Temporary

Global CD in the manner referred to in paragraph 19 below.

19. If "Redemption at the option of the Issuer" is provided hereon, the Issuer may on any

Optional Redemption Date having previously given irrevocable notice to the bearer of this

Temporary Global CD of not less than the Optional Notice Period, redeem all, but not some

only, of the Certificates of Deposit represented by this Temporary Global CD at their

Optional Redemption Amount, together with interest (if any) accrued to the date fixed for

redemption.

20. Any notice to be given by the Issuer to the bearer of this Temporary Global CD shall

be valid if delivered to the bearer or, (a) where this Temporary Global CD is held by Central

Moneymarkets Unit of the Hong Kong Monetary Authority (the CMU), delivered to the

Paying Agent and to the Operator for communication to the bearer of this Temporary Global

CD in such manner as the Operator and the Paying Agent may agree, with such notice

deemed to be given to the bearer of this Temporary Global CD on the seventh day (or such

earlier day as the Operator may agree) after the day on which such notice was given to the

Paying Agent and the Operator; or (b) where this Temporary Global CD is held by any

Clearing System other than the CMU, sent to the relevant Clearing System, with such notice

deemed to be given to the bearer of this Temporary Global CD on the date on which it was so

sent.

21. If "Redemption at the option of the bearer of this Certificate" is provided hereon, the

Issuer will, at the option of the bearer of this Temporary Global CD redeem all or some only

of the Certificates of Deposit represented by this Temporary Global CD on any Optional

Redemption Date at their Optional Redemption Amount (together with interest (if any)

accrued to the date fixed for redemption). To exercise such option the bearer of this

Temporary Global CD must deposit this Temporary Global CD with the Paying Agent

together with a duly completed redemption notice in the form obtainable from the Paying

Agent within the Optional Notice Period. This Temporary Global CD so deposited may not

be withdrawn (except as provided in the Agency Agreement) without the prior consent of the

Issuer.

- 54 -

22. The Certificates of Deposit in respect of which any notice of redemption is given

under paragraph 19 or under paragraph 21 shall be redeemed on the date specified in such

notice in accordance with the relevant paragraph or paragraphs.

23. The Issuer may redeem all, but not some only, of the Certificates of Deposit

represented by this Temporary Global CD at their Redemption Amount (together with

interest (if any) accrued to the date fixed for redemption) on giving irrevocable notice to the

bearer of this Temporary Global CD of not less than the Optional Notice Period if, as a result

of any change in, or amendment to, the laws or regulations of Hong Kong or the Netherlands,

or any change in the application or official interpretation of such laws or regulations, which

change or amendment becomes effective on or after the Issue Date, the Issuer would be

required to pay any additional amounts pursuant to paragraph 11 hereof.

24. If this Temporary Global CD is denominated in Chinese Renminbi and if on any date

after the Issue Date the Calculation Agent determines that by reason of an RMB

Unavailability Event, it would be impossible, or in the opinion of the Calculation Agent,

commercially impracticable for the Issuer and/or any of its affiliates to obtain a sufficient

amount of RMB deliverable in Hong Kong in order to satisfy any payment obligation under

this Temporary Global CD in RMB, the Issuer will be entitled to postpone payment by up to

the Maximum Days of Postponement after the relevant payment date (or, if earlier, until the

date on which the RMB Unavailability Event ceases to occur).

If following the expiry of the Maximum Days of Postponement, the Calculation Agent is of

the opinion that the RMB Unavailability Event is continuing and as a result of which it is

impossible, or in the opinion of the Calculation Agent, commercially impracticable for the

Issuer and/or any of its affiliates to obtain a sufficient amount of RMB deliverable in Hong

Kong in order to satisfy the relevant payment obligation in RMB, the Issuer shall make

payment in the Alternative Currency as soon as is commercially reasonable thereafter. The

applicable exchange rate will be determined by the Calculation Agent in its sole and absolute

discretion, acting in good faith and in a commercially reasonable manner.

No additional interest or other sum is payable in respect of any postponement pursuant to this

Condition 24 and any payment made by the Issuer under such circumstances in the

Alternative Currency shall constitute valid payment.

Upon the occurrence of an RMB Unavailability Event and the Calculation Agent making a

determination that, by reason of such RMB Unavailability Event, it would be impossible, or

in the opinion of the Calculation Agent, be commercially impracticable for the Issuer to

satisfy its payment obligations in respect of this Temporary Global CD when due in RMB,

the Issuer shall give notice as soon as practicable to the holders in accordance with Condition

20 stating the occurrence of the RMB Unavailability Event, giving details thereof and the

action proposed to be taken in relation thereto.

In making a determination in respect of any RMB Unavailability Event, neither the Issuer nor

the Calculation Agent shall have regard to any interests arising from circumstances particular

to individual holders of this this Temporary Global CD (whatever their number), and, in

particular, but without limitation, shall not have regard to the consequences of any such

determination for individual holders of this this Temporary Global CD (whatever their

number) resulting from them being for any purpose domiciled or resident in, or otherwise

connected with, or subject to the jurisdiction of, any particular territory or any political sub-

division thereof and no holder of this this Temporary Global CD shall be entitled to claim

- 55 -

from the Issuer, the Calculation Agent or any other person any indemnification or payment in

respect of any tax consequences of any such determination upon individual holders of this

this Temporary Global CD.

For the purposes of this Condition 24:


“Maximum Days of Postponement” means 14 consecutive calendar days; and

“RMB Unavailability Event” means, in respect of any payment obligation under this

Temporary Global CD, that RMB is not available on the foreign exchange markets in Hong

Kong due to: (i) the imposition of exchange controls; (ii) it is in respect of any CNH HIBOR

Interest Determination Date or the Maturity Date, impossible for the Calculation Agent to

determinate a rate or (in the determination of the Calculation Agent) a commercially

reasonable rate at which RMB deliverable in Hong Kong can be converted from/to a freely

convertible currency; or (iii) other circumstances beyond the Issuer’s control.

25. If this Temporary Global CD is:

(a) denominated in Euro, instructions for payment must be received at the office of the

Paying Agent referred to above together with this Temporary Global CD at least one

business day (which shall be a day on which the TARGET2 system is open) prior to

the relevant payment date;

(b) denominated in Japanese Yen, instructions for payment must be received at the

offices of the Paying Agent referred to above together with this Temporary Global

CD at least two business days (which shall be days on which banks are open for

business in Hong Kong and Tokyo) prior to the relevant payment date and

notwithstanding the provisions of paragraphs 16 and 17 above, interest (if any) will

accrue from the Interest Commencement Date specified above;

(c) denominated in United States dollars, instructions for payment must be received at the

offices of the Paying Agent together with this Temporary Global CD at least one

Hong Kong Business Day prior to the relevant payment date;

(d) denominated in Chinese Renminbi, instructions for payment must be received at the

offices of the Paying Agent together with this Temporary Global CD at least one

Hong Kong Business Day prior to the relevant payment date; and

(e) denominated in any currency other than United States dollars or any currency other

than those specified above, instructions for payment must be received at the office of

the Paying Agent together with this Temporary Global CD at least one Hong Kong

Business Day prior to the relevant payment date.

26. This Temporary Global CD shall not be validly issued unless authenticated by

[Citibank, N.A., London Branch][Citicorp International Limited] as Issuing Agent.

- 56 -

27.

(a) This Temporary Global CD is governed by, and shall be construed in accordance with,

the laws of Hong Kong.

(b) The Issuer irrevocably agrees for the benefit of the bearer that the courts of Hong

Kong shall have non-exclusive jurisdiction to hear and determine any suit, action or

proceedings, and to settle any disputes, which may arise out of or in connection with

this Temporary Global CD (respectively, Proceedings and Disputes) and, for such

purposes, irrevocably submits to the jurisdiction of such courts.

(c) The Issuer irrevocably waives any objection which it might now or hereafter have to

the courts of Hong Kong being nominated as the forum to hear and determine any

Proceedings and to settle any Disputes and agrees not to claim that any such court is

not a convenient or appropriate forum. Nothing contained herein shall affect the right

to serve process in any other manner permitted by law.

(d) The submission to the jurisdiction of the courts of Hong Kong shall not (and shall not

be construed so as to) limit the right of the bearer hereof to take Proceedings against

the Issuer in any other court of competent jurisdiction, nor shall the taking of

Proceedings in any one or more jurisdiction preclude the taking of Proceedings in any

other jurisdiction (whether concurrently or not) if and to the extent permitted by

applicable law.

(e) The Issuer consents generally in respect of any Proceedings to the giving of any relief

or the issue of any process in connection with Proceedings including, without

limitation, the making, enforcement or execution against any property whatsoever

(irrespective of its use or intended use) of any order or judgment which may be made

or given in such Proceedings.

(f) To the extent that the Issuer may in any jurisdiction claim for itself or its assets

immunity from suit, execution, attachment (whether in aid of execution, before

judgment or otherwise) or other legal process and to the extent that in any such

jurisdiction there may be attributed to itself or its assets such immunity (whether or

not claimed), the Issuer agrees not to claim and irrevocably waives such immunity to

the full extent permitted by the laws of such jurisdiction.

(g) The Issuer is authorised by the bearer of this Temporary Global CD to disclose any

information regarding such bearer, such bearer's accounts and account relationship

with the Issuer to (a) any proposed assignee of the Issuer or participant in any of its

rights in relation to such bearer; (b) the head office and any branch, related company,

associate, affiliate, agent or representative of the Issuer (together Related Entities), its

contractors, data carriers, agents, clearing banks or other third parties around the

world for the purpose of data processing or for other purposes directly related to the

services which the Issuer or its Related Entities may provide (including other financial

products and services) to such bearer; (c) to a third party if required by any applicable

law, legal process, regulation or by an order, judgment or decree of a court or for the

purposes of any legal process which concerns the Issuer or its Related Entities; and (d)

any central bank, government and regulatory agency and authority. This permission to

disclose information shall continue notwithstanding any termination of this

Temporary Global CD.

- 57 -

AUTHENTICATED by Signed manually

[CITIBANK, N.A., LONDON

BRANCH][CITICORP

INTERNATIONAL LIMITED]

on behalf of

without recourse, warranty or liability and for

authentication purposes only COÖPERATIEVE RABOBANK U.A.

(RABOBANK), HONG KONG BRANCH

By: ................................................................ By: ................................................................

(Authorised Signatory) (Authorised Signatory)

By: ................................................................

(Authorised Signatory)

- 58 -

Schedule 1 to Temporary Global CD

(Certificate of Non-U.S. Beneficial Ownership)

Re: [Floating Rate/Fixed Rate/Discounted] Certificates of Deposit (each a "CD") of

Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch, (the "Issuer") issued

on [] under a HK$20,000,000,000 Multicurrency Programme Agreement dated []

Certificate No.: [ ]

Amount of Interest: [HK$][US$][RMB][Others]

This is to certify that as of the date of this Certificate, and except as set forth below, the

interest(s) in the Temporary Global CD referred to above representing CDs held by us and

[credited with the Hong Kong Monetary Authority as operator of the Central Moneymarkets

Unit Service/held by a common depositary for Euroclear or Clearstream/credited to my

account(s) with the Issuer] in the aggregate principal amount set out above:

(i) are owned by person(s) that are not citizens or residents of the United States,

partnerships or domestic corporations organized in the United States or political

subdivisions thereof or any estate or trust the income of which is subject to United

States Federal income taxation regardless of its source ("United States person(s)");

(ii) are owned by a United States person(s) that are (a) foreign branches of United States

financial institutions (as defined in U.S. Treasury Regulations Section 1.165-

12(c)(1)(v)) ("financial institutions") purchasing for their own account or for resale,

or (b) a United States person(s) who acquired the interest in the Global CD

representing CDs through foreign branches of United States financial institutions on

the date hereof (and in either case (a) or (b), each such United States financial

institution agrees, on its own behalf or through its agent, that the Issuer may be advised

that it will comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the

Internal Revenue Code of 1986, as amended, and the regulations); or

(iii) are owned by a United States or foreign financial institution for purposes of resale

during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-

5(c)(2)(i)(D)(7)),

and in addition if the owner of the interest in the Temporary Global CD representing CDs is a

United States or foreign financial institution described in clause (iii) above (whether or not

described in clause (i) or (ii)) this is to further certify that such financial institution has not

acquired the interest(s) in the Temporary Global CD representing CDs for purposes of resale

directly or indirectly to a United States person or to a person within the United States or its

possessions.

If the CDs are of the category contemplated in Section 230.903(c)(3) of Regulation S under

the Securities Act of 1933, as amended (the "Act") then this is also to certify that, except as

set forth below, the CDs are beneficially owned by (a) non-U.S. person(s) or (b) U.S.

person(s) who purchased the Securities in transactions which did not require registration

under the Act. As used in this paragraph the term "U.S. Person" has the meaning given to it

by Regulation S under the Act.

- 59 -

As used in this paragraph, "United States" means the United States of America (including

the States and District of Columbia); and its "possessions" include Puerto Rico, the U.S.

Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

We understand that this certification is required in connection with certain tax laws of the

United States. In connection therewith, if administrative or legal proceedings are commenced

or threatened in connection with which this certification is or would be relevant, we

irrevocably authorise you to produce this certification to any interested party in such

proceedings.

Dated: ___________________

Name of person making Certification

By: _________________________

To be dated no earlier or later than the Certification Date.

As used in this certification, "Certification Date" means the date 40 days after the date for

payment and delivery of the Global CD representing the relevant Series.

However, if a scheduled interest payment date precedes the above date, the Certification Date

will be the first scheduled interest payment date.

- 60 -


FORM OF PERMANENT GLOBAL CD





Identification:



Amount and Tenor:


Specified Currency: ................................................... Principal or Nominal Amount22: ................................

Denomination23: .........................................................


Interests Basis24: ........................................................ Redemption Amount25: ..............................................

Fixed Rate:

Fixed Interest Rate26: (per cent. per annum): ............. Interests Payment Dates27: .........................................

Floating Rate:

Reference Rate28: ....................................................... Margin29: ....................................................................

Reference Banks30: .................................................... Interest Commencement Date31: ................................


23 Must be a minimum of HK$100,000 or equivalent) per certificate represented by this Certificate.









- 61 -


Discounted:


Redemption:





Certification Terms



Other terms:


THIS GLOBAL CD HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE

U.S. SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO CERTAIN

EXCEPTIONS, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR DELIVERED

WITHIN THE UNITED STATES OR TO U.S. PERSONS.











38 TEFRA C/TEFRA D





- 62 -







THIS GLOBAL CD IS NOT A PROTECTED DEPOSIT UNDER, AND IS NOT

PROTECTED BY, THE DEPOSIT PROTECTION SCHEME ESTABLISHED BY THE

HONG KONG DEPOSIT PROTECTION BOARD PURSUANT TO THE DEPOSIT


















KONG BRANCH (the Issuer) hereby certifies (this certificate being the Global CD) that a

sum has been deposited with it such that the Issuer shall be obliged to pay to the bearer hereof

on the Maturity Date an amount equal to the above Principal or Nominal Amount and to pay

(in any case) interest thereon at the rate (if any) and at the times (if any) specified hereon.

2. The nominal principal amount from time to time of this Global CD will be the

Principal or Nominal Amount stated herein or whatever lesser amount is shown by the latest

entry in the appropriate column of Schedule 2 (Principal Amount of this Global CD) to this

Global CD. That Schedule will be amended by or on behalf of the Issuer (or, if one is

specified herein, the Paying Agent instead of the Issuer) if at any time:

(a) CDs represented by this Global CD are purchased and cancelled;

(b) this Global CD is exchanged for Definitive CDs;

(c) interests in this Global CD are exchanged for Direct Rights;


- 63 -

(d) interests in this Global CD are repaid early in accordance with the terms and

conditions of any CD; or

(e) the whole or part of a Temporary Global CD initially representing the CDs is

exchanged for a corresponding interest in this Global CD.







(a) If this Global CD is not held by any Clearing System:


of this Global CD at the office of the Paying Agent referred to above; and





(b) If this Global CD is held by a Clearing System:


in this Global CD are being held by the relevant Clearing System in

accordance with its rules and regulations; and


whose account a relevant interest in this Global CD is credited as being held

by the relevant Clearing System at the relevant time as notified to the relevant

Paying Agent by the relevant Clearing System, shall discharge the obligations

of the Issuer in respect of that payment. For these purposes, a notification from

the relevant Clearing System shall be conclusive evidence of the records of the

relevant Clearing System (save in the case of manifest error).








4.1 For as long as this Global CD is outstanding, each holder (including each beneficial

owner) irrevocably acknowledges and agrees to be bound by and consents to the

exercise of any Dutch Bail-in Power by the Resolution Authority that may result in:


this Global CD; and/or

- 64 -


this Global CD, into shares or other securities or other obligations of the Issuer

or another person, which the Dutch Bail-in Power may be exercised by means

of a variation to the terms of the this Global CD solely to give effect to the

above.


the rights of a holder under this Global CD, are subject to, and will be varied, if

necessary, solely to give effect to, the exercise of any Dutch Bail-in Power by the

Resolution Authority.



















any other person.


Bail-in Power.


respect to this Global CD the Issuer shall notify in writing the Paying Agent or cause

the Paying Agent to be notified, in writing as soon as possible thereafter.



exercised.

4.4 Upon the exercise of the Dutch Bail-in Power with respect to this Global CD by the

Resolution Authority (unless, at the time that such repayment or payment,





interest and any other payments due) under this Global CD to the extent that

- 65 -

outstanding principal amounts under this Global CD have been subject to the exercise

of the Dutch Bail-in Power by the Resolution Authority.




4.6 Any repayment of the principal amount and payments of interest on this Global CD

made to the holders after the exercise of the Dutch Bail-in Power in the excess of the

amount permitted to be paid by the Issuer under the laws and regulations of The

Netherlands and the European Union applicable to the Issuer, shall be null and void,

and the holders who received the payments shall return the received amounts to the

Issuer immediately.



payments of interest in respect of this Global CD against any other obligations which

they may owe to the Issuer at that time, to the extent that those rights and entitlements

in respect of this Global CD have been cancelled, reduced or converted by operation

of the Dutch Bail-in Power.


this Global CD shall not constitute an event of default with respect to this Global CD.

4.9 By purchasing this Global CD each holder (including each beneficial owner) shall be

deemed to have authorised, directed and requested the relevant securities firm,

financial institution or other intermediary through which it holds this Global CD to

take any and all necessary action, if required, to implement the exercise of any Dutch

Bail-In Power with respect to this Global CD as it may be imposed, without any

further action or direction on the part of such holder or beneficial owner.



Issuer.

4.11 By its acquisition of this Global CD each holder (including each beneficial owner)

will acknowledge and agree that, upon the exercise of any Dutch Bail-in Power with

respect to this Global CD the Agency Agreement shall impose no duties upon the

agents whatsoever with respect to the exercise of any Dutch Bail-in Power.

Notwithstanding the foregoing, if, following the completion of the exercise of any

Dutch Bail-in Power, this Global CD remains outstanding (for example, if the

exercise of the Dutch Bail-in Power results in only a partial write-down of the

principal of this Global CD), then each agent’s duties under the Agency Agreement

shall remain applicable with respect to the remaining outstanding principal amount of

this Global CD to the extent that the Issuer and that agent shall agree.

5. The Issuer acknowledges that Coöperatieve Rabobank U.A. (Rabobank) (Rabobank)

and its Hong Kong branch are a single legal entity and the obligation to repay the deposits in

respect of which this Global CD is issued is an obligation of Rabobank as a whole. Although

the Hong Kong branch of Rabobank is the branch of account for the deposits evidenced by

this Global CD, if the Hong Kong branch of Rabobank cannot repay such deposits for any

- 66 -

reason, including (without limitation) (a) an act of war, insurrection or civil strife; or (b) an

action by the government or any instrumentality of or in Hong Kong (whether de jure or de

facto), the holder of this Global CD may present this Global CD for payment at the head

office of Rabobank or at any of its other branches outside Hong Kong.

6. This Global CD is issued in representation of an issue of Certificates of Deposit in the

aggregate Principal Amount and having the Denomination specified above. This Global CD

is denominated in all cases in an amount of at least HK$100,000 or its equivalent in the

Specified Currency using the relevant exchange rate quoted by the Issuing Agent at or about

11:00 a.m. (Hong Kong time) on the Hong Kong Business Day (as herein defined) prior to

the Issue Date. Hong Kong Business Day shall mean any day on which banks are open for

business in Hong Kong (other than a Saturday, Sunday or public holiday).

7. All payments in respect of this Global CD shall be made without set-off, counterclaim,

fees, liabilities or similar deductions, and free and clear of, and without deduction or

withholding for or on account of, taxes, levies, duties, assessments or charges of any nature

now or hereafter imposed, levied, collected, withheld or assessed in Hong Kong or the

Netherlands or any political subdivision or taxation authority of or in either of the foregoing

(Taxes). If the Issuer or any agent thereof is required by law or regulation to make any

deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted

by applicable law or regulation, pay such additional amounts as shall be necessary in order

that the net amounts received by the bearer of this Global CD or the holder or beneficial

owner of any interest herein or rights in respect hereof after such deduction or withholding

shall equal the amount which would have been receivable hereunder in the absence of such

deduction or withholding, except that no such additional amounts shall be payable:-

(a) to the bearer of this Global CD or the holder or beneficial owner of any interest herein

or rights in respect hereof where such deduction or withholding is required by reason

of the bearer, holder or beneficial owner having some connection with the jurisdiction

imposing the Taxes other than the mere holding of and payment in respect of this

Global CD; or


for the presentation by the bearer of this Global CD for payment on a date more than

15 days after the Maturity Date or, if applicable, the relevant Interest Payment Date or

the date on which payment hereof is duly provided for, whichever occurs later except

to the extent that the holder or beneficial owner of any interest herein would have

been entitled to such additional amount on presenting this Global CD for payment on

the last day of such 15 days period; or




(d) to the bearer of this Global CD or any interest herein or rights in respect hereof where

such deduction or withholding would not have been required to be paid had a

declaration of non-residence or similar claim for exemption been made by the bearer.


agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code)

or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or

- 67 -

agreements thereunder, any official interpretations thereof, or any law implementing an

intergovernmental approach thereto.

8. The payment obligation of the Issuer represented by this Global CD constitutes and at

all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu

and without any preference with all present and future unsecured and unsubordinated

indebtedness of the Issuer (other than obligations mandatorily preferred by law).











10. This Global CD is negotiable and, accordingly, title hereto shall in accordance with

applicable law, pass by delivery and, except as ordered by a court of competent jurisdiction

or as required by law, the bearer shall be treated as being absolutely entitled to receive

payment upon due presentation hereof (notwithstanding any notation of ownership or other

writing thereon or notice of any previous loss or theft thereof) and payment in accordance

with the rules of the relevant Clearing System or upon due presentation of this Global CD as

provided herein shall operate as a good discharge against such bearer and all previous bearers

of this Global CD.

11. This Global CD is issued in respect of an issue of certificates of the Issuer and is

exchangeable in whole (but not in part only) in the limited circumstances set forth in

paragraph 11 below for duly executed and authenticated bearer certificates in definitive form

(whether before, on or after the Maturity Date) on the thirtieth Hong Kong Business Day (the

Exchange Date) following presentation and surrender hereof during normal business hours to

[Citibank, N.A., London Branch][Citicorp International Limited] acting as Issuing Agent (or

to any other person or at any other office outside the United States as may be designated in

writing by the Issuer to the bearer). Upon such surrender, the Issuing Agent shall authenticate

and deliver, in exchange for this Global CD, bearer definitive certificates denominated in the

Specified Currency and the Denomination specified above in an aggregate Principal Amount

equal to the Principal Amount of this Global CD.

12. If:

(a) the Central Moneymarkets Unit Service of the Hong Kong Monetary Authority (the

CMU Service), Clearstream Banking, société anonyme, incorporated under the laws

of the Grand Duchy of Luxembourg or any successor securities clearing agency

(Clearstream Luxembourg), Euroclear Bank S.A./IN.V., as operator of the Euroclear

System, or any successor securities clearing agency (Euroclear) or any other clearing

system through which this Global CD is cleared (an Alternative Clearing System)

(together with CMU Service, Clearstream Luxembourg and Euroclear, the Clearing

Systems) is closed for a continuous period of 14 days (other than by reason of public

- 68 -

holidays) or announces an intention permanently to cease business or does in fact do

so;

(b) default is made in the payment referred to above; or

(c) the Issuer would suffer a material disadvantage in respect of this Global CD as a

result of a change in the laws or regulations (taxation or otherwise) of Hong Kong or

the Netherlands which would not be suffered if this Global CD was exchanged for

definitive certificates and a certificate to such effect signed by two authorised

signatories of the Issuer is delivered to the holder hereof,

the Issuer hereby undertakes that it will issue to the bearer duly executed and authenticated

bearer definitive certificates in accordance with paragraph 10. In the case of (a) or (b) above,

the holder of this Global CD may give notice to the Paying Agent, or, in the case of (c)

above, the Issuer may give notice to the holder of this Global CD or the Paying Agent, of its

intention to exchange this Global CD for definitive certificates on or after the Exchange Date

specified in the notice. In these circumstances the Issuer shall bear the cost of preparing any

such definitive certificates and any costs associated with the withdrawal of this Global CD

from the relevant Clearing System,

13. If definitive certificates are not issued in accordance with the provisions above in full

exchange for this Global CD before 5:00 p.m. (Hong Kong time) on the thirtieth Hong Kong

Business Day after surrender of this Global CD pursuant to paragraph 10 above, this Global

CD (including the obligation hereunder to issue definitive certificates) will become void and

the bearer will have no further rights under this Global CD (but without prejudice to the

rights which the bearer or any other person may have under the Deed of Covenant dated 24

March 2005 entered into by the Issuer).

14. If the Interest Basis for this Global CD is Fixed Rate or Floating Rate, then:


respect of this Global CD falling due for payment prior to the above-mentioned

Maturity Date remains unpaid on the fifteenth day after falling so due, then the

amount referred to in paragraph 1 shall be payable on such fifteenth day in lieu of the

Maturity Date if such fifteenth day falls prior to the Maturity Date; and


Global CD, the Schedule 1 (Payment of Interest) hereto shall be duly completed by

the relevant Paying Agent to reflect such payment.

15. If the Interest Basis for this Global CD is Fixed Rate, interest shall be calculated on

the Principal Amount or Nominal Amount (as applicable) as follows:





number of days in such Interest Period and a year of 360 days or, if this Global CD is

denominated in Hong Kong Dollars or Sterling (or any other currency for which it is

market practice to determine interest on a 365 day year basis), 365 days at the Fixed

Interest Rate specified above; and

- 69 -







16. If the Interest Basis for this Global CD is Floating Rate, interest shall be calculated on

the Principal Amount or Nominal Amount (as applicable) as follows:-







market practice to determine interest on a 365 day year basis), 365 days at a rate (the

Rate of Interest) determined on the following basis:-

(i) in the case of a Global CD which specifies LIBOR (London Interbank

Offering Rate) as the Reference Rate,
















Calculation Agent;












- 70 -





applied;

(ii) in the case of a Global CD which specifies HIBOR (Hong Kong Interbank














Agent;














applied.

(iii) in the case of a Global CD which specifies EONIA (European Overnight

Index Average) as the Reference Rate, the following formula shall be used to

calculate the Rate of Interest:

Margin360

1360

11

D

NEONIA iin

i

Where:



- 71 -

concerned;







to EONIA;

























(iv) in the case of a Global CD which specifies SONIA (Sterling Overnight

Interbank Average) as the Reference Rate, the following formula shall be used

to calculate the Rate of Interest:

Margin365

1365

11

D

NSONIA iin

i

Where:



- 72 -

Period concerned;







to SONIA;
























(v) in the case of a Global CD which specifies CNH HIBOR (CNH Hong Kong

Interbank Offered Rate) as the Reference Rate:











- 73 -






















(vi) in the case of a Global CD which specifies any other rate of interest as the

Reference Rate, the Rate of Interest for such Interest Period shall be the rate

determined by the Calculation Agent in accordance with the (or one of the)

accepted market methodologies for determining such interest rate plus or

minus the Margin (expressed in basis points) as determined by the Calculation

Agent.





Amount (as applicable) of this Global CD, multiplying such product by the actual

number of days in the Interest Period concerned divided by 360, or, if this Global CD

is denominated in Hong Kong Dollars or Sterling (or any other currency for which it

is market practice to determine interest on a 365 day year basis), by 365, and rounding

the resulting figure to the nearest amount of the Specified Currency which is available

as legal tender in the country of the Specified Currency (with halves being rounded

upwards);








- 74 -





the Rate of Interest. Such notice will be delivered to the bearer of this Global CD in

the manner referred to in paragraph 18 below.



Global CD of not less than the Optional Notice Period, redeem all, but not some only, of the

Certificates of Deposit represented by this Global CD at their Optional Redemption Amount,

together with interest (if any) accrued to the date fixed for redemption.

18. Any notice to be given by the Issuer to the bearer of this Global CD shall be valid if

delivered to the bearer or, (a) where this Global CD is held by Central Moneymarkets Unit of

the Hong Kong Monetary Authority (the CMU), delivered to the Paying Agent and to the

Operator for communication to the bearer of this Global CD in such manner as the Operator

and the Paying Agent may agree, with such notice deemed to be given to the bearer of this

Global CD on the seventh day (or such earlier day as the Operator may agree) after the day

on which such notice was given to the Paying Agent and the Operator; or (b) where this

Global CD is held by any Clearing System other than the CMU, sent to the relevant Clearing

System, with such notice deemed to be given to the bearer of this Global CD on the date on

which it was so sent.


Issuer will, at the option of the bearer of this Global CD redeem all or some only of the

Certificates of Deposit represented by this Global CD on any Optional Redemption Date at

their Optional Redemption Amount (together with interest (if any) accrued to the date fixed

for redemption). To exercise such option the bearer of this Global CD must deposit this

Global CD with the Paying Agent together with a duly completed redemption notice in the

form obtainable from the Paying Agent within the Optional Notice Period. This Global CD so

deposited may not be withdrawn (except as provided in the Agency Agreement) without the

prior consent of the Issuer.





represented by this Global CD at their Redemption Amount (together with interest (if any)

accrued to the date fixed for redemption) on giving irrevocable notice to the bearer of this

Global CD of not less than the Optional Notice Period if, as a result of any change in, or

amendment to, the laws or regulations of Hong Kong or the Netherlands, or any change in the

application or official interpretation of such laws or regulations, which change or amendment

becomes effective on or after the Issue Date, the Issuer would be required to pay any

additional amounts pursuant to paragraph 7 hereof.

22. If this Global CD is denominated in Chinese Renminbi and if on any date after the

Issue Date the Calculation Agent determines that by reason of an RMB Unavailability Event,

it would be impossible, or in the opinion of the Calculation Agent, commercially

- 75 -

impracticable for the Issuer and/or any of its affiliates to obtain a sufficient amount of RMB

deliverable in Hong Kong in order to satisfy any payment obligation under this Global CD in

RMB, the Issuer will be entitled to postpone payment by up to the Maximum Days of

Postponement after the relevant payment date (or, if earlier, until the date on which the RMB

Unavailability Event ceases to occur).















satisfy its payment obligations in respect of the CDs when due in RMB, the Issuer shall give

notice as soon as practicable to the holders in accordance with Condition 18 stating the

occurrence of the RMB Unavailability Event, giving details thereof and the action proposed

to be taken in relation thereto.



to individual holders of this Global CD (whatever their number), and, in particular, but

without limitation, shall not have regard to the consequences of any such determination for

individual holders of this Global CD (whatever their number) resulting from them being for

any purpose domiciled or resident in, or otherwise connected with, or subject to the

jurisdiction of, any particular territory or any political sub-division thereof and no holder of

this Global CD shall be entitled to claim from the Issuer, the Calculation Agent or any other

person any indemnification or payment in respect of any tax consequences of any such

determination upon individual holders of this Global CD.




“RMB Unavailability Event” means, in respect of any payment obligation under this Global

CD, that RMB is not available on the foreign exchange markets in Hong Kong due to: (i) the

imposition of exchange controls; (ii) it is in respect of any CNH HIBOR Interest

Determination Date or the Maturity Date, impossible for the Calculation Agent to




- 76 -

23. If this Global CD is:


Paying Agent referred to above together with this Global CD at least one business day

(which shall be a day on which the TARGET2 system is open) prior to the relevant

payment date;


offices of the Paying Agent referred to above together with this Global CD at least

two business days (which shall be days on which banks are open for business in Hong

Kong and Tokyo) prior to the relevant payment date and notwithstanding the

provisions of paragraphs 14 and l5 above, interest (if any) will accrue from the

Interest Commencement Date specified above;


offices of the Paying Agent together with this Global CD at least one Hong Kong

Business Day prior to the relevant payment date;



Business Day prior to the relevant payment date; and



the Paying Agent together with this Global CD at least one Hong Kong Business Day

prior to the relevant payment date.

24. This Global CD shall not be validly issued unless authenticated by [Citibank, N.A.,

London Branch][Citicorp International Limited] as Issuing Agent.

25.

(a) This Global CD is governed by, and shall be construed in accordance with, the laws

of Hong Kong.




this Global CD (respectively, Proceedings and Disputes) and, for such purposes,

irrevocably submits to the jurisdiction of such courts.










- 77 -


applicable law.












(g) The Issuer is authorised by the bearer of this Global CD to disclose any information

regarding such bearer, such bearer's accounts and account relationship with the Issuer

to (a) any proposed assignee of the Issuer or participant in any of its rights in relation

to such bearer; (b) the head office and any branch, related company, associate,

affiliate, agent or representative of the Issuer (together Related Entities), its








disclose information shall continue notwithstanding any termination of this Global

CD.



BRANCH][CITICORP


on behalf of




By: ................................................................ By: ................................................................


By: ................................................................


- 78 -

Schedule 1 to Global CD

Payments of Interest

The following payments of interest in respect of this Global CD have been made:

Date Made Payment From Payment To Amount Paid

Notation on

behalf of

Paying Agent

- 79 -


Principal Amount of this Global CD

The aggregate principal amount of this Global CD is as shown by the latest entry made by or on

behalf of the Issuer or, if one is specified herein, the Paying Agent in the fourth column below.

Change in the principal amount of this Global CD following:

(1) purchase and cancellation;

(2) exchanges for Definitive CDs;

(3) the creation of Direct Rights;

(4) early redemption; or

(5) exchange of Temporary Global CD,

are entered in the second and third columns below.

Date

Reason for change

in the principal

amount of this

Global CD (any

of (1) to (5)

above)

Amount of such

change

Initial nominal

principal amount

and remaining

nominal principal

amount of this

Global CD

following such

change

Notation by or on

behalf of the

Issuer/Paying

Agent

Deposit Date New Issue Not applicable [Deposit Amounts] Not applicable

- 80 -


FORM OF DEFINITIVE CD



HONG KONG BRANCH (Established as a cooperative (coöperatie) formed under the laws of the Netherlands with its

statutory seat in Amsterdam)

Identification:



Amount and Tenor:



Denomination44: .........................................................



Fixed Rate:


Floating Rate:












- 81 -


Discounted:


Redemption:





Certification Terms



Other terms:


THIS DEFINITIVE CD HAS NOT BEEN REGISTERED UNDER THE UNITED STATES

SECURITIES ACT OF 1933 (AS AMENDED). ANY OFFER OR SALE OF THIS

DEFINITIVE CD IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS

DEFINED IN REGULATION S PROMULGATED UNDER THE SAID ACT) MAY

CONSTITUTE A VIOLATION OF UNITED STATES LAWS UNLESS SUCH OFFER OR

SALE IS EITHER REGISTERED PURSUANT TO, OR IS EXEMPT FROM











59 TEFRA C/TEFRA D





- 82 -

ANY U.S. PERSON WHO HOLDS THIS DEFINITIVE CD WILL BE SUBJECT TO






DEFINITIVE CD IN DETERMINING SUCH BEARER'S INCOME SUBJECT TO

UNITED STATES FEDERAL INCOME TAX.

THIS DEFINITIVE CD IS NOT A PROTECTED DEPOSIT UNDER, AND IS NOT




















KONG BRANCH (the Issuer) hereby certifies that a sum has been deposited with it such

that the Issuer shall be obliged to pay the bearer hereof on the Maturity Date an amount equal

to the above Principal or Nominal Amount and to pay (in any case) interest thereon at the rate

(if any) and at the times (if any) specified hereon.

2. All such payments shall be made in accordance with an Agency Agreement dated 31

March 2016 between the Issuer, the Issuing Agent and the Paying Agent referred to below, a

copy of which is available for inspection at the office of [Citibank, N.A., London

Branch][Citicorp International Limited] (the Paying Agent) at [14/F Citigroup Centre,

Canada Square, Canary Wharf, London E14 5LB][55th One Island East, 8 Westlands Road,

Island East, Hong Kong] all subject to and in accordance with the terms and conditions set

forth below. All such payments shall be made upon presentation and, on maturity, surrender

of this Certificate at the office of the Paying Agent referred to above by transfer to an account

denominated in the currency specified above as the Specified Currency maintained by the


- 83 -

bearer in the principal financial centre in the country of that currency (or, (i) if the Specified

Currency is Euro, by transfer to a Euro account with a bank in Europe or (ii) if the Specified

Currency is U.S. dollars, to such bank account as is specified by the payee outside the United

States of America or (iii) if the Specified Currency is RMB, an account maintained by the

bearer in Hong Kong).



respect of which this Certificate is issued is an obligation of Rabobank as a whole. Although


this Certificate, if the Hong Kong branch of Rabobank cannot repay such deposits for any



facto), the holder of this Certificate may present this Certificate for payment at the head



4.1 For as long as this Certificate is outstanding, each holder (including each beneficial

owner) irrevocably acknowledges and agrees to be bound by and consents to the

exercise of any Dutch Bail-in Power by the Resolution Authority that may result in:


this Certificate; and/or


this Certificate, into shares or other securities or other obligations of the Issuer


of a variation to the terms of the this Certificate solely to give effect to the

above.


the rights of a holder under this Certificate, are subject to, and will be varied, if

necessary, solely to give effect to, the exercise of any Dutch Bail-in Power by the

Resolution Authority.














- 84 -






any other person.


Bail-in Power.


respect to this Certificate the Issuer shall notify in writing the Paying Agent or cause




exercised.

4.4 Upon the exercise of the Dutch Bail-in Power with respect to this Certificate by the






interest and any other payments due) under this Certificate to the extent that

outstanding principal amounts under this Certificate have been subject to the exercise





4.6 Any repayment of the principal amount and payments of interest on this Certificate





Issuer immediately.



payments of interest in respect of this Certificate against any other obligations which


in respect of this Certificate have been cancelled, reduced or converted by operation



this Certificate shall not constitute an event of default with respect to this Certificate.

4.9 By purchasing this Certificate each holder (including each beneficial owner) shall be

deemed to have authorised, directed and requested the relevant securities firm,

- 85 -

financial institution or other intermediary through which it holds this Certificate to

take any and all necessary action, if required, to implement the exercise of any Dutch

Bail-In Power with respect to this Certificate as it may be imposed, without any

further action or direction on the part of such holder or beneficial owner.



Issuer.

4.11 By its acquisition of this Certificate each holder (including each beneficial owner)

will acknowledge and agree that, upon the exercise of any Dutch Bail-in Power with

respect to this Certificate the Agency Agreement shall impose no duties upon the

agents whatsoever with respect to the exercise of any Dutch Bail-in Power.

Notwithstanding the foregoing, if, following the completion of the exercise of any

Dutch Bail-in Power, this Certificate remains outstanding (for example, if the exercise

of the Dutch Bail-in Power results in only a partial write-down of the principal of this

Certificate), then each agent’s duties under the Agency Agreement shall remain

applicable with respect to the remaining outstanding principal amount of this

Certificate to the extent that the Issuer and that agent shall agree.

5. All payments in respect of this Certificate by or on behalf of the Issuer shall be made

without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and

without deduction or withholding for or on account of, taxes, levies, duties, assessments or

charges of any nature now or hereafter imposed, levied, collected, withheld or assessed in

Hong Kong or the Netherlands or any political subdivision or taxation authority of or in

either of the foregoing (Taxes). If the Issuer or any agent thereof is required by law or

regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall,

to the extent permitted by applicable law or regulation, pay such additional amounts as shall

be necessary in order that the net amounts received by the bearer of this Certificate or the





(a) to the bearer of this Certificate or any interest herein or rights in respect hereof where

such deduction or withholding is required by reason of the bearer having some

connection with the jurisdiction imposing the Taxes other than the mere holding of

and payment in respect of this Certificate; or


for the presentation by the bearer of this Certificate for payment on a date more than




been entitled to such additional amount on presenting this Certificate for payment on





- 86 -

(d) to the bearer of this Certificate or any interest herein or rights in respect hereof where




agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code)

or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or

agreements thereunder, any official interpretations thereof, or any law implementing an

intergovernmental approach thereto.

6. The payment obligation of the Issuer represented by this Certificate constitutes and at


without any preference with all present and future unsecured and unsubordinated












8. This Certificate is negotiable and, accordingly, title hereto shall, in accordance with

applicable law, pass by delivery and the bearer shall, except as ordered by a court of

competent jurisdiction or as required by law, be treated as being absolutely entitled to receive



with the rules and regulations of the relevant clearing system or upon due presentation of this

Certificate as provided herein shall operate as a good discharge against such bearer and all

previous bearers of this Certificate.

9. If the Interest Basis for this Certificate is Fixed Rate or Floating Rate, then:-


respect of this Certificate falling due for payment prior to the above-mentioned





Certificate, the Schedule hereto shall be duly completed by the relevant Paying Agent

to reflect such payment.

10. If the Interest Basis for this Certificate is Fixed Rate, interest shall be calculated on


- 87 -





number of days in such Interest Period and a year of 360 days or, if this Certificate is










11. If the Interest Basis for this Certificate is Floating Rate, interest shall be calculated on










(i) in the case of a Certificate which specifies LIBOR (London Interbank













interbank rates of major banks for deposits in the Specified Currency

for a duration equal to the Interest Period). The Rate of Interest for

such Interest Period shall be the rate which so appears plus or minus

the Margin (expressed in basis points), as determined by the

Calculation Agent; and




- 88 -







or more are provided), plus or minus the Margin (expressed in basis



an Interest Period in accordance with (i) or (ii) above, the Rate of


for the last preceding Interest Period to which (i) and (ii) above shall

have applied;

(ii) in the case of a Certificate which specifies HIBOR (Hong Kong Interbank


(A) on the first Hong Kong Business Day (as defined herein) of each

Interest Period (each the HIBOR Interest Determination Date) the

Calculation Agent named above will determine the offered rate for

deposits in the Specified Currency for the Interest Period concerned as

at or about 11:00 a.m. (Hong Kong time) on the HIBOR Interest

Determination Date in question. Such offered rate will be the rate

which appears on the Reuters Screen HKABHIBOR Page (or such

other page or service as may replace it for the purpose of displaying

Hong Kong interbank offered rates of major banks of deposits in the

Specified Currency for a duration equal to the Interest Period). The

Rate of Interest for such Interest Period shall be the rate which so


determined by the Calculation Agent. Hong Kong Business Day shall

mean any day on which banks are open for business in Hong Kong

(other than a Saturday, Sunday or public holiday);














applied.

- 89 -

(iii) in the case of a Certificate which specifies EONIA (European Overnight Index

Average) as the Reference Rate, the following formula shall be used to


Margin360

1360

11

D

NEONIA iin

i



concerned;







to EONIA;




be a day on which the TARGET2 system is open), EONIA, for

such calendar day shall be deemed to be EONIAi for the








In the event that the Reuters Screen EONIA Page is not available or EONIA is






the purposes of calculating EONIA) and EONIAi for that day shall be the






- 90 -

(iv) in the case of a Certificate which specifies SONIA (Sterling Overnight



Margin365

1365

11

D

NSONIA iin

i



Period concerned;







to SONIA;





SONIA; for such calendar day shall be deemed to be SONIAi for

the immediately preceding business day (which shall be as day on





Association and appearing on the Reuters Screen SONIA Page

under the heading "Sterling Overnight Index" at approximately

5:00 p.m. London Time in respect of that day;












(v) in the case of a Certificate which specifies CNH HIBOR (CNH Hong Kong

Interbank Offered Rate) as the Reference Rate, the Rate of Interest will be:

- 91 -
















(B) if on any CNH HIBOR Interest Determination Date for any reason such

offered rate is unavailable, then the offered rate to be applied in place

shall be the rate that the Calculation Agent obtains from quotations

provided by four leading dealers in the relevant inter-bank market

(selected in good faith by the Calculation Agent) for such rate at, or as

soon as practicable following, such time. If four such quotations are

received by the close of business on such day, the applicable offered

rate shall be the arithmetic mean of the quotations received (ignoring

the highest and lowest quotations). If two or three such quotations are

received by such time, the applicable offered rate shall be the

arithmetic mean of such quotations. If one quotation, or no quotations,

is or are received by such time, the Calculation Agent will determine

the applicable offered rate in good faith and in a commercially

reasonable manner. The Rate of Interest for such Interest Period shall

be such offered rate, plus or minus the Margin (expressed in basis

points), as determined by the Calculation Agent;

(vi) in the case of a Certificate which specifies any other rate of interest as the





Agent.





Amount (as applicable) of this Certificate, multiplying such product by the actual

number of days in the Interest Period concerned divided by 360, or, if this Certificate




- 92 -


upwards);

(c) a certificate of the Calculation Agent as to the Rate of Interest and the Amount of

Interest payable hereon for any Interest Period shall (save in the case of manifest error)

be conclusive and binding upon all parties;









the Rate of Interest. Such notice will be delivered to the bearer of this Certificate in

the manner specified in paragraph 12 below.


Optional Redemption Date on giving irrevocable notice to the bearer of this Certificate of not

less than the Optional Notice Period, redeem this Certificate at its Optional Redemption

Amount, together with interest (if any) accrued to the date fixed for redemption. The Issuer

may redeem this Certificate pursuant to this paragraph 11 only if it also redeems all and not

some only of all other Certificates bearing the same "Series No." at the same time.

13. Any notice to be given by the Issuer to the bearer of this Certificate shall be valid if

published in a daily newspaper of general circulation in Hong Kong (which is expected to be

the South China Morning Post). If any such publication is not practicable, notice shall be

validly given if published in another leading daily English language newspaper with general

circulation in Hong Kong. Any such notice shall be deemed to have been given on the date of

such publication or, if published more than once or on different dates, on the date of the first

publication as provided above.


Issuer will, at the option of the bearer of this Certificate redeem this Certificate on any

Optional Redemption Date at its Optional Redemption Amount together with interest (if any)

accrued to the date fixed for redemption. To exercise such option the bearer of this Certificate

must deposit this Certificate with the Paying Agent together with a duly completed

redemption notice in the form obtainable from the Paying Agent, within the Optional Notice

Period. This Certificate so deposited may not be withdrawn (except as provided in the

Agency Agreement) without the prior consent of the Issuer.


under paragraph 12 or paragraph 14 shall be redeemed on the date specified in such notice in

accordance with the relevant paragraph or paragraphs.

16. The Issuer may redeem this Certificate at its Redemption Amount (together with


bearer of this Certificate of not less than the Optional Notice Period if, as a result of any

change in, or amendment to, the laws or regulations of Hong Kong or the Netherlands, or any

- 93 -

change in the application or official interpretation of such laws or regulations, which change

or amendment becomes effective on or after the Issue Date, the Issuer would be required to

pay any additional amounts pursuant to paragraph 4 hereof.

17. If this Certificate is denominated in Chinese Renminbi and if on any date after the




deliverable in Hong Kong in order to satisfy any payment obligation under this Certificate in


















satisfy its payment obligations in respect of this Certificate when due in RMB, the Issuer

shall give notice as soon as practicable to the holders in accordance with Condition 13 stating

the occurrence of the RMB Unavailability Event, giving details thereof and the action

proposed to be taken in relation thereto.



to individual holders of this Certificate (whatever their number), and, in particular, but


individual holders of this Certificate (whatever their number) resulting from them being for



this Certificate shall be entitled to claim from the Issuer, the Calculation Agent or any other


determination upon individual holders of this Certificate.




- 94 -


Certificate, that RMB is not available on the foreign exchange markets in Hong Kong due to:

(i) the imposition of exchange controls; (ii) it is in respect of any CNH HIBOR Interest





18. If this Certificate is:


Paying Agent referred to above together with this Certificate at least one business day


payment date;

(b) denominated in Japanese Yen, instructions for payment must be received at the office

of the Paying Agent referred to above together with this Certificate at least two

business days (which shall be days on which banks are open for business in Hong

Kong and Tokyo) prior to the relevant payment date, and notwithstanding the

provisions of paragraph 9 and 10 above, interest (if any) will accrue from the Interest

Commencement Date specified above;


offices of the Paying Agent together with this Certificate at least one Hong Kong





(e) denominated in any currency other than United States dollars or any other currency

specified above, instructions for payment must be received at the offices of the Paying

Agent together with this Certificate at least one Hong Kong Business Day prior to the

relevant payment date.

19. This Certificate shall not be validly issued unless manually authenticated by [Citibank,

N.A., London Branch][Citicorp International Limited] as Issuing Agent.

20.

(a) This Certificate is governed by, and shall be construed in accordance with, the laws of

Hong Kong.


Kong shall have jurisdiction to hear and determine any suit, action or proceedings,

and to settle any disputes, which may arise out of or in connection with this

Certificate (respectively, Proceedings and Disputes) and, for such purposes,




- 95 -









applicable law.


or the issue of any process in connection with such Proceedings including, without










(g) The Issuer is authorised by the bearer of this Certificate to disclose any information












disclose information shall continue notwithstanding any termination of this Certificate.



BRANCH][CITICORP


on behalf of




- 96 -

By: ................................................................ By: ................................................................


By: ................................................................


- 97 -


The following payments of interest in respect of this Certificate have been made:


Notation on

behalf of

Principal

Paying Agent

- 98 -


Schedule of Changes in the Principal Amount of

this Temporary Global CD

The aggregate principal amount of this Temporary Global CD is as shown by the latest entry

made by or on behalf of the Issuer (or, if one is specified herein, the Paying Agent instead of the

Issuer) in the fourth column below. Decreases in the principal amount of this Temporary

Global CD following:

(1) exchange of an interest on this Temporary Global CD for an interest on the Permanent

Global CD;



(4) the creation of Direct Rights; or

(5) early redemption;


Date

Reason for

decrease in

principal

amount of this

Temporary

Global CD (any

of (1) to (5))

Amount of

decrease in

principal

amount of this

Temporary

Global CD

Initial principal

amount

/Principal

amount of this

Temporary

Global CD

following such

decrease

Notation made

by or on behalf

of the

Issuer/Paying

Agent

Deposit Date New issue Not applicable [Deposit

Amount] Not applicable

- 99 -

Schedule 5 to the Temporary Global CD




Notation on

behalf of

Paying Agent

- 100 -

FORM OF MULTICURRENCY PERMANENT GLOBAL CD





Identification:



Amount and Tenor:



Denomination65: .........................................................



Fixed Rate:


Floating Rate:













- 101 -


Discounted:


Redemption:





Certification Terms



Other terms:


THIS GLOBAL CD HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE

U.S. SECURITIES ACT OF 1933, AS AMENDED. SUBJECT TO CERTAIN

EXCEPTIONS, THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR DELIVERED

WITHIN THE UNITED STATES OR TO U.S. PERSONS.











80 TEFRA C/TEFRA D





- 102 -







THIS GLOBAL CD IS NOT A PROTECTED DEPOSIT UNDER, AND IS NOT




















KONG BRANCH (the Issuer) hereby certifies (this certificate being the Global CD) that a

sum has been deposited with it such that the Issuer shall be obliged to pay to the bearer hereof

on the Maturity Date an amount equal to the above Principal or Nominal Amount and to pay

(in any case) interest thereon at the rate (if any) and at the times (if any) specified hereon.

2. The nominal principal amount from time to time of this Global CD will be the

Principal or Nominal Amount stated herein or whatever lesser amount is shown by the latest

entry in the appropriate column of Schedule 2 (Principal Amount of this Global CD) to this

Global CD. That Schedule will be amended by or on behalf of the Issuer (or, if one is

specified herein, the Paying Agent instead of the Issuer) if at any time:

(a) CDs represented by this Global CD are purchased and cancelled;

(b) this Global CD is exchanged for Definitive CDs;


- 103 -

(c) interests in this Global CD are exchanged for Direct Rights;

(d) interests in this Global CD are repaid early in accordance with the terms and

conditions of any CD; or

(e) the whole or part of a Temporary Global CD initially representing the CDs is

exchanged for a corresponding interest in this Global CD.







(a) If this Global CD is not held by any Clearing System:


of this Global CD at the office of the Paying Agent referred to above; and





(b) If this Global CD is held by a Clearing System:


in this Global CD are being held by the relevant Clearing System in

accordance with its rules and regulations; and


whose account a relevant interest in this Global CD is credited as being held

by the relevant Clearing System at the relevant time as notified to the relevant

Paying Agent by the relevant Clearing System, shall discharge the obligations

of the Issuer in respect of that payment. For these purposes, a notification from

the relevant Clearing System shall be conclusive evidence of the records of the

relevant Clearing System (save in the case of manifest error).








4.1 For as long as this Global CD is outstanding, each holder irrevocably acknowledges

and agrees to be bound by and consents to the exercise of any Dutch Bail-in Power by

the Resolution Authority that may result in:

- 104 -


this Global CD; and/or


this Global CD, into shares or other securities or other obligations of the Issuer


of a variation to the terms of the this Global CD solely to give effect to the

above.

4.2 Each holder further acknowledges and agrees that the rights of a holder under this

Global CD, are subject to, and will be varied, if necessary, solely to give effect to, the

exercise of any Dutch Bail-in Power by the Resolution Authority.



















any other person.


Bail-in Power.


respect to this Global CD the Issuer shall notify in writing the Paying Agent or cause




exercised.

4.4 Upon the exercise of the Dutch Bail-in Power with respect to this Global CD by the





- 105 -


interest and any other payments due) under this Global CD to the extent that

outstanding principal amounts under this Global CD have been subject to the exercise





4.6 Any repayment of the principal amount and payments of interest on this Global CD





Issuer immediately.



payments of interest in respect of this Global CD against any other obligations which


in respect of this Global CD have been cancelled, reduced or converted by operation



this Global CD shall not constitute an event of default with respect to this Global CD.

4.9 By purchasing this Global CD each holder shall be deemed to have authorised,

directed and requested the relevant securities firm, financial institution or other

intermediary through which it holds this Global CD to take any and all necessary

action, if required, to implement the exercise of any Dutch Bail-In Power with respect

to this Global CD as it may be imposed, without any further action or direction on the

part of such holder or beneficial owner.



Issuer.

4.11 By its acquisition of this Global CD each holder will acknowledge and agree that,

upon the exercise of any Dutch Bail-in Power with respect to this Global CD the

Agency Agreement shall impose no duties upon the agents whatsoever with respect to

the exercise of any Dutch Bail-in Power. Notwithstanding the foregoing, if, following

the completion of the exercise of any Dutch Bail-in Power, this Global CD remains

outstanding (for example, if the exercise of the Dutch Bail-in Power results in only a

partial write-down of the principal of this Global CD), then each agent’s duties under


outstanding principal amount of this Global CD to the extent that the Issuer and that

agent shall agree.



respect of which this Global CD is issued is an obligation of Rabobank as a whole. Although

- 106 -


this Global CD, if the Hong Kong branch of Rabobank cannot repay such deposits for any



facto), the holder of this Global CD may present this Global CD for payment at the head


6. This Global CD is issued in representation of an issue of Certificates of Deposit in the

aggregate Principal Amount and having the Denomination specified above. This Global CD

is denominated in all cases in an amount of at least HK$100,000 or its equivalent in the

Specified Currency using the relevant exchange rate quoted by the Issuing Agent at or about

11:00 a.m. (Hong Kong time) on the Hong Kong Business Day (as herein defined) prior to

the Issue Date. Hong Kong Business Day shall mean any day on which banks are open for

business in Hong Kong (other than a Saturday, Sunday or public holiday).

7. All payments in respect of this Global CD shall be made without set-off, counterclaim,

fees, liabilities or similar deductions, and free and clear of, and without deduction or

withholding for or on account of, taxes, levies, duties, assessments or charges of any nature

now or hereafter imposed, levied, collected, withheld or assessed in Hong Kong or the

Netherlands or any political subdivision or taxation authority of or in either of the foregoing

(Taxes). If the Issuer or any agent thereof is required by law or regulation to make any

deduction or withholding for or on account of Taxes, the Issuer shall, to the extent permitted

by applicable law or regulation, pay such additional amounts as shall be necessary in order

that the net amounts received by the bearer of this Global CD or the holder or beneficial

owner of any interest herein or rights in respect hereof after such deduction or withholding

shall equal the amount which would have been receivable hereunder in the absence of such

deduction or withholding, except that no such additional amounts shall be payable:-

(a) to the bearer of this Global CD or the holder or beneficial owner of any interest herein

or rights in respect hereof where such deduction or withholding is required by reason

of the bearer, holder or beneficial owner having some connection with the jurisdiction

imposing the Taxes other than the mere holding of and payment in respect of this

Global CD; or


for the presentation by the bearer of this Global CD for payment on a date more than




been entitled to such additional amount on presenting this Global CD for payment on





(d) to the bearer of this Global CD or any interest herein or rights in respect hereof where



- 107 -






8. The payment obligation of the Issuer represented by this Global CD constitutes and at


and without any preference with all present and future unsecured and unsubordinated












10. This Global CD is negotiable and, accordingly, title hereto shall in accordance with

applicable law, pass by delivery and, except as ordered by a court of competent jurisdiction

or as required by law, the bearer shall be treated as being absolutely entitled to receive



with the rules of the relevant Clearing System or upon due presentation of this Global CD as

provided herein shall operate as a good discharge against such bearer and all previous bearers

of this Global CD.

11. This Global CD is issued in respect of an issue of certificates of the Issuer and is

exchangeable in whole (but not in part only) in the limited circumstances set forth in

paragraph 11 below for duly executed and authenticated bearer certificates in definitive form

(whether before, on or after the Maturity Date) on the thirtieth Hong Kong Business Day (the

Exchange Date) following presentation and surrender hereof during normal business hours to

[Citibank, N.A., London Branch][Citicorp International Limited] acting as Issuing Agent (or

to any other person or at any other office outside the United States as may be designated in

writing by the Issuer to the bearer). Upon such surrender, the Issuing Agent shall authenticate

and deliver, in exchange for this Global CD, bearer definitive certificates denominated in the

Specified Currency and the Denomination specified above in an aggregate Principal Amount

equal to the Principal Amount of this Global CD.

12. If:

(a) the Central Moneymarkets Unit Service of the Hong Kong Monetary Authority (the

CMU Service), Clearstream Banking, société anonyme, incorporated under the laws

of the Grand Duchy of Luxembourg or any successor securities clearing agency

(Clearstream Luxembourg), Euroclear Bank S.A./IN.V., as operator of the Euroclear

System, or any successor securities clearing agency (Euroclear) or any other clearing

system through which this Global CD is cleared (an Alternative Clearing System)

- 108 -

(together with CMU Service, Clearstream Luxembourg and Euroclear, the Clearing

Systems) is closed for a continuous period of 14 days (other than by reason of public

holidays) or announces an intention permanently to cease business or does in fact do

so;

(b) default is made in the payment referred to above; or

(c) the Issuer would suffer a material disadvantage in respect of this Global CD as a

result of a change in the laws or regulations (taxation or otherwise) of Hong Kong or

the Netherlands which would not be suffered if this Global CD was exchanged for

definitive certificates and a certificate to such effect signed by two authorised

signatories of the Issuer is delivered to the holder hereof,

the Issuer hereby undertakes that it will issue to the bearer duly executed and authenticated

bearer definitive certificates in accordance with paragraph 10. In the case of (a) or (b) above,

the holder of this Global CD may give notice to the Paying Agent, or, in the case of (c)

above, the Issuer may give notice to the holder of this Global CD or the Paying Agent, of its

intention to exchange this Global CD for definitive certificates on or after the Exchange Date

specified in the notice. In these circumstances the Issuer shall bear the cost of preparing any

such definitive certificates and any costs associated with the withdrawal of this Global CD

from the relevant Clearing System,

13. If definitive certificates are not issued in accordance with the provisions above in full

exchange for this Global CD before 5:00 p.m. (Hong Kong time) on the thirtieth Hong Kong

Business Day after surrender of this Global CD pursuant to paragraph 10 above, this Global

CD (including the obligation hereunder to issue definitive certificates) will become void and

the bearer will have no further rights under this Global CD (but without prejudice to the

rights which the bearer or any other person may have under the Deed of Covenant dated 24

March 2005 entered into by the Issuer).

14. If the Interest Basis for this Global CD is Fixed Rate or Floating Rate, then:


respect of this Global CD falling due for payment prior to the above-mentioned





Global CD, the Schedule 1 (Payment of Interest) hereto shall be duly completed by

the relevant Paying Agent to reflect such payment.

15. If the Interest Basis for this Global CD is Fixed Rate, interest shall be calculated on

the Principal Amount or Nominal Amount (as applicable) as follows:







- 109 -









16. If the Interest Basis for this Global CD is Floating Rate, interest shall be calculated on










(i) in the case of a Global CD which specifies LIBOR (London Interbank

















Calculation Agent;










- 110 -







applied;

(ii) in the case of a Global CD which specifies HIBOR (Hong Kong Interbank














Agent;














applied.

(iii) in the case of a Global CD which specifies EONIA (European Overnight

Index Average) as the Reference Rate, the following formula shall be used to


Margin360

1360

11

D

NEONIA iin

i

Where:

- 111 -



concerned;







to EONIA;

























- 112 -

(iv) in the case of a Global CD which specifies SONIA (Sterling Overnight



Margin365

1365

11

D

NSONIA iin

i

Where:



Period concerned;







to SONIA;
























- 113 -

(v) in the case of a Global CD which specifies CNH HIBOR (CNH Hong Kong

Interbank Offered Rate) as the Reference Rate:
































(vi) in the case of a Global CD which specifies any other rate of interest as the





Agent.





Amount (as applicable) of this Global CD, multiplying such product by the actual

number of days in the Interest Period concerned divided by 360, or, if this Global CD



- 114 -



upwards);












the Rate of Interest. Such notice will be delivered to the bearer of this Global CD in

the manner referred to in paragraph 18 below.



Global CD of not less than the Optional Notice Period, redeem all, but not some only, of the

Certificates of Deposit represented by this Global CD at their Optional Redemption Amount,

together with interest (if any) accrued to the date fixed for redemption.

18. Any notice to be given by the Issuer to the bearer of this Global CD shall be valid if

delivered to the bearer or, (a) where this Global CD is held by Central Moneymarkets Unit of

the Hong Kong Monetary Authority (the CMU), delivered to the Paying Agent and to the

Operator for communication to the bearer of this Global CD in such manner as the Operator

and the Paying Agent may agree, with such notice deemed to be given to the bearer of this

Global CD on the seventh day (or such earlier day as the Operator may agree) after the day

on which such notice was given to the Paying Agent and the Operator; or (b) where this

Global CD is held by any Clearing System other than the CMU, sent to the relevant Clearing

System, with such notice deemed to be given to the bearer of this Global CD on the date on

which it was so sent.


Issuer will, at the option of the bearer of this Global CD redeem all or some only of the

Certificates of Deposit represented by this Global CD on any Optional Redemption Date at

their Optional Redemption Amount (together with interest (if any) accrued to the date fixed

for redemption). To exercise such option the bearer of this Global CD must deposit this

Global CD with the Paying Agent together with a duly completed redemption notice in the

form obtainable from the Paying Agent within the Optional Notice Period. This Global CD so

deposited may not be withdrawn (except as provided in the Agency Agreement) without the

prior consent of the Issuer.




- 115 -


represented by this Global CD at their Redemption Amount (together with interest (if any)

accrued to the date fixed for redemption) on giving irrevocable notice to the bearer of this

Global CD of not less than the Optional Notice Period if, as a result of any change in, or

amendment to, the laws or regulations of Hong Kong or the Netherlands, or any change in the

application or official interpretation of such laws or regulations, which change or amendment

becomes effective on or after the Issue Date, the Issuer would be required to pay any

additional amounts pursuant to paragraph 7 hereof.

22. If this Global CD is denominated in Chinese Renminbi and if on any date after the




deliverable in Hong Kong in order to satisfy any payment obligation under the this Global

CD in RMB, the Issuer will be entitled to postpone payment by up to the Maximum Days of

















satisfy its payment obligations in respect of this Global CD when due in RMB, the Issuer






to individual holders of this Global CD (whatever their number), and, in particular, but


individual holders of this Global CD (whatever their number) resulting from them being for



this Global CD shall be entitled to claim from the Issuer, the Calculation Agent or any other


determination upon individual holders of this Global CD.

- 116 -




“RMB Unavailability Event” means, in respect of any payment obligation under the CDs,

that RMB is not available on the foreign exchange markets in Hong Kong due to: (i) the

imposition of exchange controls; (ii) it is in respect of any CNH HIBOR Interest





23. If this Global CD is:


Paying Agent referred to above together with this Global CD at least one business day


payment date;


offices of the Paying Agent referred to above together with this Global CD at least

two business days (which shall be days on which banks are open for business in Hong

Kong and Tokyo) prior to the relevant payment date and notwithstanding the

provisions of paragraphs 14 and l5 above, interest (if any) will accrue from the

Interest Commencement Date specified above;









the Paying Agent together with this Global CD at least one Hong Kong Business Day

prior to the relevant payment date.

24. This Global CD shall not be validly issued unless authenticated by [Citibank, N.A.,

London Branch][Citicorp International Limited] as Issuing Agent.

25.

(a) This Global CD is governed by, and shall be construed in accordance with, the laws

of Hong Kong.




- 117 -

this Global CD (respectively, Proceedings and Disputes) and, for such purposes,












applicable law.












(g) The Issuer is authorised by the bearer of this Global CD to disclose any information












disclose information shall continue notwithstanding any termination of this Global

CD.

- 118 -



BRANCH][CITICORP


on behalf of




By: ................................................................ By: ................................................................


By: ................................................................


- 119 -





Notation on

behalf of

Paying Agent

- 120 -


Principal Amount of this Global CD

The aggregate principal amount of this Global CD is as shown by the latest entry made by or on

behalf of the Issuer or, if one is specified herein, the Paying Agent in the fourth column below.

Change in the principal amount of this Global CD following:



(3) the creation of Direct Rights;

(4) early redemption; or

(5) exchange of Temporary Global CD,


Date

Reason for change

in the principal

amount of this

Global CD (any

of (1) to (5)

above)

Amount of such

change

Initial nominal

principal amount

and remaining

nominal principal

amount of this

Global CD

following such

change

Notation by or on

behalf of the

Issuer/Paying

Agent

Deposit Date New Issue Not applicable [Deposit Amounts] Not applicable

- 121 -

FORM OF MULTICURRENCY DEFINITIVE CD



HONG KONG BRANCH (Established as a cooperative (coöperatie) formed under the laws of the Netherlands with its

statutory seat in Amsterdam)

Identification:



Amount and Tenor:



Denomination86: .........................................................



Fixed Rate:


Floating Rate:











- 122 -



Discounted:


Redemption:




Optional Redemption Amount100: ..............................

Certification Terms

US Selling Restrictions101: ........................................

Certification102: ......................................................... Certification Date103: .................................................

Other terms:

Calculation Agent104: .................................................

THIS DEFINITIVE CD HAS NOT BEEN REGISTERED UNDER THE UNITED STATES

SECURITIES ACT OF 1933 (AS AMENDED). ANY OFFER OR SALE OF THIS

DEFINITIVE CD IN THE UNITED STATES OR TO U.S. PERSONS (EACH AS

DEFINED IN REGULATION S PROMULGATED UNDER THE SAID ACT) MAY

CONSTITUTE A VIOLATION OF UNITED STATES LAWS UNLESS SUCH OFFER OR










101 TEFRA C/TEFRA D





- 123 -

SALE IS EITHER REGISTERED PURSUANT TO, OR IS EXEMPT FROM


ANY U.S. PERSON WHO HOLDS THIS DEFINITIVE CD WILL BE SUBJECT TO






DEFINITIVE CD IN DETERMINING SUCH BEARER'S INCOME SUBJECT TO

UNITED STATES FEDERAL INCOME TAX.

THIS DEFINITIVE CD IS NOT A PROTECTED DEPOSIT UNDER, AND IS NOT




















KONG BRANCH (the Issuer) hereby certifies that a sum has been deposited with it such

that the Issuer shall be obliged to pay the bearer hereof on the Maturity Date an amount equal

to the above Principal or Nominal Amount and to pay (in any case) interest thereon at the rate

(if any) and at the times (if any) specified hereon.

2. All such payments shall be made in accordance with an Agency Agreement dated 31

March 2016 between the Issuer, the Issuing Agent and the Paying Agent referred to below, a

copy of which is available for inspection at the office of [Citibank, N.A., London

Branch][Citicorp International Limited] (the Paying Agent) at [14/F Citigroup Centre,


- 124 -

Canada Square, Canary Wharf, London E14 5LB][55th One Island East, 8 Westlands Road,

Island East, Hong Kong] all subject to and in accordance with the terms and conditions set

forth below. All such payments shall be made upon presentation and, on maturity, surrender

of this Certificate at the office of the Paying Agent referred to above by transfer to an account

denominated in the currency specified above as the Specified Currency maintained by the

bearer in the principal financial centre in the country of that currency (or, (i) if the Specified

Currency is Euro, by transfer to a Euro account with a bank in Europe or (ii) if the Specified

Currency is U.S. dollars, to such bank account as is specified by the payee outside the United

States of America) or (iii) if the Specified Currency is RMB, an account maintained by the

bearer in Hong Kong.



respect of which this Certificate is issued is an obligation of Rabobank as a whole. Although


this Certificate, if the Hong Kong branch of Rabobank cannot repay such deposits for any



facto), the holder of this Certificate may present this Certificate for payment at the head



4.1 For as long as this Certificate is outstanding, each holder irrevocably acknowledges

and agrees to be bound by and consents to the exercise of any Dutch Bail-in Power by

the Resolution Authority that may result in:


this Certificate; and/or


this Certificate, into shares or other securities or other obligations of the Issuer


of a variation to the terms of the this Certificate solely to give effect to the

above.

4.2 Each holder further acknowledges and agrees that the rights of a holder under this

Certificate, are subject to, and will be varied, if necessary, solely to give effect to, the

exercise of any Dutch Bail-in Power by the Resolution Authority.










- 125 -










any other person.


Bail-in Power.


respect to this Certificate the Issuer shall notify in writing the Paying Agent or cause




exercised.

4.4 Upon the exercise of the Dutch Bail-in Power with respect to this Certificate by the






interest and any other payments due) under this Certificate to the extent that

outstanding principal amounts under this Certificate have been subject to the exercise





4.6 Any repayment of the principal amount and payments of interest on this Certificate





Issuer immediately.



payments of interest in respect of this Certificate against any other obligations which


in respect of this Certificate have been cancelled, reduced or converted by operation


- 126 -


this Certificate shall not constitute an event of default with respect to this Certificate.

4.9 By purchasing this Certificate each holder shall be deemed to have authorised,

directed and requested the relevant securities firm, financial institution or other

intermediary through which it holds this Certificate to take any and all necessary

action, if required, to implement the exercise of any Dutch Bail-In Power with respect

to this Certificate as it may be imposed, without any further action or direction on the

part of such holder or beneficial owner.



Issuer.

4.11 By its acquisition of this Certificate each holder will acknowledge and agree that,

upon the exercise of any Dutch Bail-in Power with respect to this Certificate the

Agency Agreement shall impose no duties upon the agents whatsoever with respect to

the exercise of any Dutch Bail-in Power. Notwithstanding the foregoing, if, following

the completion of the exercise of any Dutch Bail-in Power, this Certificate remains

outstanding (for example, if the exercise of the Dutch Bail-in Power results in only a

partial write-down of the principal of this Certificate), then each agent’s duties under


outstanding principal amount of this Certificate to the extent that the Issuer and that

agent shall agree.

5. All payments in respect of this Certificate by or on behalf of the Issuer shall be made

without set-off, counterclaim, fees, liabilities or similar deductions, and free and clear of, and

without deduction or withholding for or on account of, taxes, levies, duties, assessments or

charges of any nature now or hereafter imposed, levied, collected, withheld or assessed in

Hong Kong or the Netherlands or any political subdivision or taxation authority of or in

either of the foregoing (Taxes). If the Issuer or any agent thereof is required by law or

regulation to make any deduction or withholding for or on account of Taxes, the Issuer shall,

to the extent permitted by applicable law or regulation, pay such additional amounts as shall

be necessary in order that the net amounts received by the bearer of this Certificate or the





(a) to the bearer of this Certificate or any interest herein or rights in respect hereof where

such deduction or withholding is required by reason of the bearer having some

connection with the jurisdiction imposing the Taxes other than the mere holding of

and payment in respect of this Certificate; or


for the presentation by the bearer of this Certificate for payment on a date more than




been entitled to such additional amount on presenting this Certificate for payment on


- 127 -




(d) to the bearer of this Certificate or any interest herein or rights in respect hereof where








6. The payment obligation of the Issuer represented by this Certificate constitutes and at


without any preference with all present and future unsecured and unsubordinated












8. This Certificate is negotiable and, accordingly, title hereto shall, in accordance with

applicable law, pass by delivery and the bearer shall, except as ordered by a court of

competent jurisdiction or as required by law, be treated as being absolutely entitled to receive



with the rules and regulations of the relevant clearing system or upon due presentation of this

Certificate as provided herein shall operate as a good discharge against such bearer and all

previous bearers of this Certificate.

9. If the Interest Basis for this Certificate is Fixed Rate or Floating Rate, then:-


respect of this Certificate falling due for payment prior to the above-mentioned





Certificate, the Schedule hereto shall be duly completed by the relevant Paying Agent

to reflect such payment.

- 128 -

10. If the Interest Basis for this Certificate is Fixed Rate, interest shall be calculated on
















11. If the Interest Basis for this Certificate is Floating Rate, interest shall be calculated on










(i) in the case of a Certificate which specifies LIBOR (London Interbank













interbank rates of major banks for deposits in the Specified Currency

for a duration equal to the Interest Period). The Rate of Interest for

such Interest Period shall be the rate which so appears plus or minus

the Margin (expressed in basis points), as determined by the

Calculation Agent; and

- 129 -










or more are provided), plus or minus the Margin (expressed in basis



an Interest Period in accordance with (i) or (ii) above, the Rate of


for the last preceding Interest Period to which (i) and (ii) above shall

have applied;

(ii) in the case of a Certificate which specifies HIBOR (Hong Kong Interbank


(A) on the first Hong Kong Business Day (as defined herein) of each

Interest Period (each the HIBOR Interest Determination Date) the

Calculation Agent named above will determine the offered rate for

deposits in the Specified Currency for the Interest Period concerned as

at or about 11:00 a.m. (Hong Kong time) on the HIBOR Interest

Determination Date in question. Such offered rate will be the rate

which appears on the Reuters Screen HKABHIBOR Page (or such

other page or service as may replace it for the purpose of displaying

Hong Kong interbank offered rates of major banks of deposits in the

Specified Currency for a duration equal to the Interest Period). The

Rate of Interest for such Interest Period shall be the rate which so


determined by the Calculation Agent. Hong Kong Business Day shall

mean any day on which banks are open for business in Hong Kong

(other than a Saturday, Sunday or public holiday);













- 130 -


applied.

(iii) in the case of a Certificate which specifies EONIA (European Overnight Index

Average) as the Reference Rate, the following formula shall be used to


Margin360

1360

11

D

NEONIA iin

i



concerned;







to EONIA;




be a day on which the TARGET2 system is open), EONIA, for

such calendar day shall be deemed to be EONIAi for the








In the event that the Reuters Screen EONIA Page is not available or EONIA is






the purposes of calculating EONIA) and EONIAi for that day shall be the






- 131 -

(iv) in the case of a Certificate which specifies SONIA (Sterling Overnight



Margin365

1365

11

D

NSONIA iin

i



Period concerned;







to SONIA;





SONIA; for such calendar day shall be deemed to be SONIAi for

the immediately preceding business day (which shall be as day on





Association and appearing on the Reuters Screen SONIA Page

under the heading "Sterling Overnight Index" at approximately

5:00 p.m. London Time in respect of that day;












(v) in the case of a Certificate which specifies CNH HIBOR (CNH Hong Kong

Interbank Offered Rate) as the Reference Rate, the Rate of Interest will be:

- 132 -
















(B) if on any CNH HIBOR Interest Determination Date for any reason such

offered rate is unavailable, then the offered rate to be applied in place

shall be the rate that the Calculation Agent obtains from quotations

provided by four leading dealers in the relevant inter-bank market

(selected in good faith by the Calculation Agent) for such rate at, or as

soon as practicable following, such time. If four such quotations are

received by the close of business on such day, the applicable offered

rate shall be the arithmetic mean of the quotations received (ignoring

the highest and lowest quotations). If two or three such quotations are

received by such time, the applicable offered rate shall be the

arithmetic mean of such quotations. If one quotation, or no quotations,

is or are received by such time, the Calculation Agent will determine

the applicable offered rate in good faith and in a commercially

reasonable manner. The Rate of Interest for such Interest Period shall

be such offered rate, plus or minus the Margin (expressed in basis

points), as determined by the Calculation Agent;

(vi) in the case of a Certificate which specifies any other rate of interest as the





Agent.





Amount (as applicable) of this Certificate, multiplying such product by the actual

number of days in the Interest Period concerned divided by 360, or, if this Certificate




- 133 -


upwards);

(c) a certificate of the Calculation Agent as to the Rate of Interest and the Amount of

Interest payable hereon for any Interest Period shall (save in the case of manifest error)

be conclusive and binding upon all parties;









the Rate of Interest. Such notice will be delivered to the bearer of this Certificate in

the manner specified in paragraph 12 below.


Optional Redemption Date on giving irrevocable notice to the bearer of this Certificate of not

less than the Optional Notice Period, redeem this Certificate at its Optional Redemption

Amount, together with interest (if any) accrued to the date fixed for redemption. The Issuer

may redeem this Certificate pursuant to this paragraph 11 only if it also redeems all and not

some only of all other Certificates bearing the same "Series No." at the same time.

13. Any notice to be given by the Issuer to the bearer of this Certificate shall be valid if

published in a daily newspaper of general circulation in Hong Kong (which is expected to be

the South China Morning Post). If any such publication is not practicable, notice shall be

validly given if published in another leading daily English language newspaper with general

circulation in Hong Kong. Any such notice shall be deemed to have been given on the date of

such publication or, if published more than once or on different dates, on the date of the first

publication as provided above.


Issuer will, at the option of the bearer of this Certificate redeem this Certificate on any

Optional Redemption Date at its Optional Redemption Amount together with interest (if any)

accrued to the date fixed for redemption. To exercise such option the bearer of this Certificate

must deposit this Certificate with the Paying Agent together with a duly completed

redemption notice in the form obtainable from the Paying Agent, within the Optional Notice

Period. This Certificate so deposited may not be withdrawn (except as provided in the

Agency Agreement) without the prior consent of the Issuer.


under paragraph 12 or paragraph 14 shall be redeemed on the date specified in such notice in

accordance with the relevant paragraph or paragraphs.

16. The Issuer may redeem this Certificate at its Redemption Amount (together with


bearer of this Certificate of not less than the Optional Notice Period if, as a result of any

change in, or amendment to, the laws or regulations of Hong Kong or the Netherlands, or any

- 134 -

change in the application or official interpretation of such laws or regulations, which change

or amendment becomes effective on or after the Issue Date, the Issuer would be required to

pay any additional amounts pursuant to paragraph 4 hereof.

17. If this Certificate is denominated in Chinese Renminbi and if on any date after the




deliverable in Hong Kong in order to satisfy any payment obligation under this Certificate in


















satisfy its payment obligations in respect of this Certificate when due in RMB, the Issuer






to individual holders of this Certificate (whatever their number), and, in particular, but


individual holders of this Certificate (whatever their number) resulting from them being for



this Certificate shall be entitled to claim from the Issuer, the Calculation Agent or any other


determination upon individual holders of this Certificate.




- 135 -


Certificate, that RMB is not available on the foreign exchange markets in Hong Kong due to:

(i) the imposition of exchange controls; (ii) it is in respect of any CNH HIBOR Interest





18. If this Certificate is:


Paying Agent referred to above together with this Certificate at least one business day


payment date;

(b) denominated in Japanese Yen, instructions for payment must be received at the office

of the Paying Agent referred to above together with this Certificate at least two

business days (which shall be days on which banks are open for business in Hong

Kong and Tokyo) prior to the relevant payment date, and notwithstanding the

provisions of paragraph 9 and 10 above, interest (if any) will accrue from the Interest

Commencement Date specified above;







(e) denominated in any currency other than United States dollars or any other currency

specified above, instructions for payment must be received at the offices of the Paying

Agent together with this Certificate at least one Hong Kong Business Day prior to the

relevant payment date.

19. This Certificate shall not be validly issued unless manually authenticated by [Citibank,

N.A., London Branch][Citicorp International Limited] as Issuing Agent.

20.

(a) This Certificate is governed by, and shall be construed in accordance with, the laws of

Hong Kong.


Kong shall have jurisdiction to hear and determine any suit, action or proceedings,

and to settle any disputes, which may arise out of or in connection with this

Certificate (respectively, Proceedings and Disputes) and, for such purposes,




- 136 -









applicable law.


or the issue of any process in connection with such Proceedings including, without










(g) The Issuer is authorised by the bearer of this Certificate to disclose any information












disclose information shall continue notwithstanding any termination of this Certificate.



BRANCH][CITICORP


on behalf of




- 137 -

By: ................................................................ By: ................................................................


By: ................................................................


- 138 -


The following payments of interest in respect of this Certificate have been made:


Notation on

behalf of

Principal

Paying Agent

- 139 -

THE ISSUER


32/F, Three Pacific Place, 1 Queen's Road East, Hong Kong

Financial Markets Services

Tel: + 852 2103 2363

Fax: + 852 2103 4488

THE ARRANGER


32/F, Three Pacific Place, 1 Queen's Road East, Hong Kong

Financial Markets Services

Tel: + 852 2103 2363

Fax: + 852 2103 4488

INDEPENDENT AUDITOR

Ernst & Young Accountants LLP

Cross Towers Antonio Vivaldistraat 150

1083 HP Amsterdam

The Netherlands

THE DEALERS

BNP Paribas, Hong Kong Branch 63/F, Two International Finance Centre

8 Finance Street

Central, Hong Kong

Contact: Fixed Income Syndicate

Tel: (852) 2108 5117

Fax: (852) 2108 5836

Bank of America Merrill Lynch International Limited

2 King Edward Street

London EC1A 1HQ

United Kingdom

Contact: ECP Desk

Tel: +44 20 7996 8904

Fax: +44 20 7995 0048

Citibank Europe plc

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Contact: Short-term Fixed Income Desk

Tel: +44 207 986 9070

Fax: +44 207 986 6837

- 140 -

Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch 32/F, Three Pacific Place, 1 Queen's Road East, Hong Kong

Contact: Financial Markets Services

Tel: + 852 2103 2363

Fax: + 852 2103 4488

Crédit Agricole Corporate and Investment Bank

27th Floor, Two Pacific Place, 88 Queensway, Hong Kong

Contact: Debt Capital Markets

Tel: + 852 2826 7333

Fax: + 852 2537 1100

The Hongkong and Shanghai Banking Corporation Limited

Level 17, HSBC Main Building, 1 Queen’s Road, Central, Hong Kong

Contact: Transaction Management Team

Tel: + 852 2822 2878

Fax: + 852 3409 2755

National Australia Bank Limited

Level 27, One Pacific Place, 88 Queensway, Hong Kong

Contact: Ms Rong Liu

Tel: + 852 2526 5892

Fax: + 852 2810 0925

Standard Chartered Bank (Hong Kong) Limited

15/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong

Contact: Mr. Nicky Ko

Tel: + 852 3983 8657

Fax: + 852 3983 8660

UBS AG, Hong Kong Branch

52/F Two International Finance Centre, 8 Finance Street, Central, Hong Kong

Contact: Mr. Anson Ko

Tel: + 852 3712 2671

Fax: + 852 3712 3839

PAYING AGENT AND ISSUING AGENT

Citibank, N.A., London Branch

c/o Citibank, N.A., Dublin Branch, Ground Floor, 1 North Wall Quay, Dublin 1, Ireland

Contact: Agency and Trust

Tel: + 353 1 622 0866

Fax: + 353 1 622 2210

- 141 -

CMU LODGING AND PAYING AGENT

Citicorp International Limited

55th One Island East, 8 Westlands Road, Island East, Hong Kong

Contact: Regional A&T Operations

Tel: + 852 2306 6656

Fax: + 852 2621 3183

LEGAL ADVISERS to the Issuer as to Hong Kong law

Linklaters

10th Floor, Alexandra House, 18 Chater Road, Hong Kong

coöperatieve rabobank u.a. (rabobank), hong kong branch … · 2016-03-31 · the cds do not...

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