Upload
others
View
2
Download
0
Embed Size (px)
Citation preview
- i -
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
- ii -
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
- iii -
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.
- iv -
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.
- v -
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.
- vi -
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.
- vii -
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 GLOBAL CERTIFICATE OF DEPOSIT (INTEREST
BEARING/DISCOUNTED/INDEX-LINKED) 60
FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST
BEARING/DISCOUNTED/INDEX-LINKED) 80
FORM OF MULTICURRENCY GLOBAL CERTIFICATE OF DEPOSIT (INTEREST
BEARING/DISCOUNTED/INDEX-LINKED) 100
FORM OF MULTICURRENCY DEFINITIVE CERTIFICATE OF DEPOSIT (INTEREST
BEARING/DISCOUNTED/INDEX-LINKED) 121
- 1 -
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
- 2 -
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.
- 3 -
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
- 4 -
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.
- 5 -
Use of Proceeds: The net proceeds from the issues of the CDs will be used by the
Issuer in connection with its banking business.
- 6 -
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
- 7 -
(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).
- 8 -
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.
- 9 -
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
- 11 -
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
- 12 -
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
- 13 -
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.
9 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.
11 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
12 Insert "yes" if the relevant option is included.
13 Insert "yes" if the relevant option is included.
14 Complete if Issuer's or holder's redemption option is included.
15 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:-
(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
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 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
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 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;
(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.
- 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:
n means the number of business days (which shall be days on
which banks are open for business in London) 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 banks
are open for business in London) in chronological order from, and
including, the first business day (which shall be a day on which
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;
Ni means the number of calendar days in the Interest Period on
which the rate is SONIAi; 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 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);
D means the number of calendar days in the Interest Period;
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
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 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
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 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:
(A) on the first Hong Kong Business Day of each Interest Period (each the
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:
“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 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 -
Schedule 2 to Temporary Global CD
FORM OF PERMANENT 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 Amount22: ................................
Denomination23: .........................................................
Type of CD and Yield:
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: ................................
22 Insert the aggregate principal amount of the Certificate.
23 Must be a minimum of HK$100,000 or equivalent) per certificate represented by this Certificate.
24 Insert "Discount", "Fixed Rate" or "Floating Rate".
25 Insert either "Principal Amount" or some other pre-determined fixed redemption amount.
26 Complete for fixed rate certificates only.
27 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
28 Complete for floating rate certificates only (state whether HIBOR, LIBOR, CNH HIBOR, EONIA, SONIA
or other applicable floating rate).
29 Complete for floating rate certificates only.
30 Complete for floating rate certificates only.
- 61 -
Interests Payment Dates32: .........................................
Discounted:
Discounted Bid Rate: ................................................ Initial Purchase Price (Discounted): ..........................
Redemption:
Redemption at the option of the Issuer33: .................. Redemption at the option of the bearer
of this Certificate34: ....................................................
Optional Redemption Date(s)35:................................. Optional Notice Period36: ...........................................
Optional Redemption Amount37: ...............................
Certification Terms
US Selling Restrictions38: .........................................
Certification39: .......................................................... Certification Date40: ..................................................
Other terms:
Calculation Agent41: ..................................................
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.
ANY U.S. PERSON WHO HOLDS THIS CERTIFICATE WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
31 Complete for fixed rate certificates or floating rate certificates.
32 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
33 Insert "yes" if the relevant option is included.
34 Insert "yes" if the relevant option is included.
35 Complete if Issuer's or holder's redemption option is included.
36 Complete if Issuer's or holder's redemption option is included.
37 Complete if Issuer's or holder's redemption option is included and specify "Principal Amount" or some other
pre-determined fixed redemption amount.
38 TEFRA C/TEFRA D
39 Applicable/Not Applicable
40 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.
41 Complete for floating rate certificates.
- 62 -
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 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)]42
1. For value received, COÖPERATIEVE RABOBANK U.A. (RABOBANK), HONG
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;
42 To be used for RMB denominated CDs.
- 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.
3. 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
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 Global CD is not held by any Clearing System:
(i) all such payments shall be made upon presentation and, on maturity, surrender
of this Global CD at the office of the Paying Agent referred to above; and
(ii) a record of an interest payment in Schedule 1 (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 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 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 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.
4. Agreement with respect to the exercise of Dutch Bail-in Power
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:
(a) the cancellation of all, or a portion, of the principal amount of, or interest on,
this Global CD; and/or
- 64 -
(b) the conversion of all, or a portion, of the principal amount of, or interest on,
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.
4.2 Each holder (including each beneficial owner) 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.
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
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 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 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 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.
4.5 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 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.
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 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.
4.8 The exercise of the Dutch Bail-in Power by the Resolution Authority with respect to
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.
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 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
(b) in respect of any deduction or withholding which would not have been required but
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
(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 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.
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
- 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).
9. 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).
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:
(a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in
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
(b) upon each payment of interest (if any) prior to the Maturity Date in respect of this
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:
(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
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 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 -
(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.
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:-
(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
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 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 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
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
- 70 -
(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 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
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 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;
(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.
(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:
n means the number of business days (which shall be days on
which the TARGET2 system is open) in the Interest Period
- 71 -
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.
(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:
n means the number of business days (which shall be days on
which banks are open for business in London) in the Interest
- 72 -
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 banks
are open for business in London) in chronological order from, and
including, the first business day (which shall be a day on which
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;
Ni means the number of calendar days in the Interest Period on
which the rate is SONIAi; 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 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);
D means the number of calendar days in the Interest Period;
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
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 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
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 SONIA rate
for such day shall be such rate reasonably determined by the Calculation
Agent after consultation with an independent expert;
(v) in the case of a Global CD which specifies CNH HIBOR (CNH Hong Kong
Interbank Offered Rate) as the Reference Rate:
(A) on the first Hong Kong Business Day of each Interest Period (each the
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
- 73 -
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 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 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);
(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 8 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
- 74 -
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 Global CD in
the manner referred to in paragraph 18 below.
17. 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
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.
19. 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 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.
20. The Certificates of Deposit in respect of which any notice of redemption is given
under paragraph 17 or under paragraph 19 shall be redeemed on the date specified in such
notice in accordance with the relevant paragraph or paragraphs.
21. The Issuer may redeem all, but not some only, of the Certificates of Deposit
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).
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 22 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 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.
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 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.
For the purposes of this Condition 22:
“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 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
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.
- 76 -
23. If this 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 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 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;
(c) denominated in United States dollars, instructions for payment must be received at the
offices of the Paying Agent together with this 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 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 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.
(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 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
- 77 -
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 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 Global
CD.
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)
- 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 -
Schedule 2 to Global CD
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 -
Schedule 3 to Temporary Global CD
FORM OF DEFINITIVE 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 Amount43: ................................
Denomination44: .........................................................
Type of CD and Yield:
Interests Basis45: ........................................................ Redemption Amount46: ..............................................
Fixed Rate:
Fixed Interest Rate47: (per cent. per annum): ............. Interests Payment Dates48: .........................................
Floating Rate:
Reference Rate49: ....................................................... Margin50: ....................................................................
Reference Banks51: .................................................... Interest Commencement Date52: ................................
43 Insert the aggregate principal amount of the Certificate.
44 Must be a minimum of HK$100,000 or equivalent) per certificate represented by this Certificate.
45 Insert "Discount", "Fixed Rate" or "Floating Rate".
46 Insert either "Principal Amount" or some other pre-determined fixed redemption amount.
47 Complete for fixed rate certificates only.
48 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
49 Complete for floating rate certificates only (state whether HIBOR, LIBOR, CNH HIBOR, EONIA, SONIA
or other applicable floating rate).
50 Complete for floating rate certificates only.
- 81 -
Interests Payment Dates53: .........................................
Discounted:
Discounted Bid Rate: ................................................ Initial Purchase Price (Discounted): ..........................
Redemption:
Redemption at the option of the Issuer54: .................. Redemption at the option of the bearer
of this Certificate55: ....................................................
Optional Redemption Date(s)56:................................. Optional Notice Period57: ...........................................
Optional Redemption Amount58: ...............................
Certification Terms
US Selling Restrictions59: .........................................
Certification60: .......................................................... Certification Date61: ..................................................
Other terms:
Calculation Agent62: ..................................................
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
REGISTRATION UNDER, SUCH ACT.
51 Complete for floating rate certificates only.
52 Complete for fixed rate certificates or floating rate certificates.
53 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
54 Insert "yes" if the relevant option is included.
55 Insert "yes" if the relevant option is included.
56 Complete if Issuer's or holder's redemption option is included.
57 Complete if Issuer's or holder's redemption option is included.
58 Complete if Issuer's or holder's redemption option is included and specify "Principal Amount" or some other
pre-determined fixed redemption amount.
59 TEFRA C/TEFRA D
60 Applicable/Not Applicable
61 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.
62 Complete for floating rate certificates.
- 82 -
ANY U.S. PERSON WHO HOLDS THIS DEFINITIVE CD 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
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
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)]63
1. For value received, COÖPERATIEVE RABOBANK U.A. (RABOBANK), HONG
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
63 To be used for RMB denominated CDs.
- 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).
3. 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 Certificate 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 Certificate, 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 (whether de jure or de
facto), the holder of this Certificate may present this Certificate for payment at the head
office of Rabobank or at any of its other branches outside Hong Kong.
4. Agreement with respect to the exercise of Dutch Bail-in Power
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:
(a) the cancellation of all, or a portion, of the principal amount of, or interest on,
this Certificate; and/or
(b) the conversion of all, or a portion, of the principal amount of, or interest on,
this Certificate, 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 Certificate 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 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.
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
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
- 84 -
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 Certificate 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 Certificate 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 Certificate to the extent that
outstanding principal amounts under this Certificate 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 Certificate
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.
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 Certificate 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 Certificate 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 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.
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 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
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 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
(b) in respect of any deduction or withholding which would not have been required but
for the presentation by the bearer of this Certificate 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 Certificate 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
- 86 -
(d) to the bearer of this Certificate 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.
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.
6. The payment obligation of the Issuer represented by this Certificate constitutes and at
all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu
without any preference with all present and future unsecured and unsubordinated
indebtedness of the Issuer (other than obligations mandatorily preferred by law).
7. 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).
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
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 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:-
(a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in
respect of this Certificate 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
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
the Principal Amount or Nominal Amount (as applicable) as follows:-
- 87 -
(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
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 Certificate 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.
11. If the Interest Basis for this Certificate is Floating 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
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 Certificate 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 Certificate 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 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
(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
- 88 -
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
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 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 (i) or (ii) 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 (i) and (ii) above shall
have applied;
(ii) in the case of a Certificate which specifies HIBOR (Hong Kong Interbank
Offering Rate) as the Reference Rate,
(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
appears plus or minus the Margin (expressed in basis points), as
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);
(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;
(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.
- 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
calculate the Rate of Interest:
Margin360
1360
11
D
NEONIA iin
i
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), EONIA, for
such calendar day shall be deemed to be EONIAi 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.
- 90 -
(iv) in the case of a Certificate 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
n means the number of business days (which shall be days on
which banks are open for business in London) 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 banks
are open for business in London) in chronological order from, and
including, the first business day (which shall be a day on which
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;
Ni means the number of calendar days in the Interest Period on
which the rate is SONIAi; 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 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 as day on
which banks are open for business in London);
D means the number of calendar days in the Interest Period;
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
under the heading "Sterling Overnight Index" 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
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 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
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 SONIA rate
for such day shall be such rate reasonably determined by the Calculation
Agent after consultation with an independent expert;
(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 -
(A) on the first Hong Kong Business Day of each Interest Period (each the
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 Certificate 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 Certificate, multiplying such product by the actual
number of days in the Interest Period concerned divided by 360, or, if this Certificate
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
- 92 -
as legal tender in the country of the Specified Currency (with halves being rounded
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;
(d) subject to paragraph 6 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 Certificate in
the manner specified in paragraph 12 below.
12. If "Redemption at the option of the Issuer" is provided hereon, the Issuer may on any
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.
14. 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 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.
15. The Certificates of Deposit in respect of which any notice of redemption is given
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
interest (if any) accrued to the date fixed for redemption) on giving irrevocable notice to the
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
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 Certificate 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 17 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 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.
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 Certificate (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 Certificate (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 Certificate 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 Certificate.
For the purposes of this Condition 17:
“Alternative Currency” means U.S. Dollars;
“Maximum Days of Postponement” means 14 consecutive calendar days; and
- 94 -
“RMB Unavailability Event” means, in respect of any payment obligation under this
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
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.
18. If this Certificate is:
(a) denominated in Euro, instructions for payment must be received at the office of the
Paying Agent referred to above together with this Certificate 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 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;
(c) denominated in United States dollars, 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;
(d) denominated in Chinese Renminbi, 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; and
(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.
(b) The Issuer irrevocably agrees for the benefit of the bearer that the courts of Hong
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,
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
- 95 -
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 such 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 Certificate 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 Certificate.
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
- 96 -
By: ................................................................ By: ................................................................
(Authorised Signatory) (Authorised Signatory)
By: ................................................................
(Authorised Signatory)
- 97 -
Payments of Interest
The following payments of interest in respect of this Certificate have been made:
Date Made Payment From Payment To Amount Paid
Notation on
behalf of
Principal
Paying Agent
- 98 -
Schedule 4 to Temporary Global CD
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;
(2) purchase and cancellation;
(3) exchanges for Definitive CDs;
(4) the creation of Direct Rights; or
(5) early redemption;
are entered in the second and third columns below.
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
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
- 100 -
FORM OF MULTICURRENCY PERMANENT 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 Amount64: ................................
Denomination65: .........................................................
Type of CD and Yield:
Interests Basis66: ........................................................ Redemption Amount67: ..............................................
Fixed Rate:
Fixed Interest Rate68: (per cent. per annum): ............. Interests Payment Dates69: .........................................
Floating Rate:
Reference Rate70: ....................................................... Margin71: ....................................................................
Reference Banks72: .................................................... Interest Commencement Date73: ................................
64 Insert the aggregate principal amount of the Certificate.
65 Must be a minimum of HK$100,000 or equivalent) per certificate represented by this Certificate.
66 Insert "Discount", "Fixed Rate" or "Floating Rate".
67 Insert either "Principal Amount" or some other pre-determined fixed redemption amount.
68 Complete for fixed rate certificates only.
69 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
70 Complete for floating rate certificates only (state whether HIBOR, LIBOR, CNH HIBOR, EONIA, SONIA
or other applicable floating rate).
71 Complete for floating rate certificates only.
72 Complete for floating rate certificates only.
- 101 -
Interests Payment Dates74: .........................................
Discounted:
Discounted Bid Rate: ................................................ Initial Purchase Price (Discounted): ..........................
Redemption:
Redemption at the option of the Issuer75: .................. Redemption at the option of the bearer
of this Certificate76: ....................................................
Optional Redemption Date(s)77:................................. Optional Notice Period78: ...........................................
Optional Redemption Amount79: ...............................
Certification Terms
US Selling Restrictions80: .........................................
Certification81: .......................................................... Certification Date82: ..................................................
Other terms:
Calculation Agent83: ..................................................
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.
ANY U.S. PERSON WHO HOLDS THIS CERTIFICATE WILL BE SUBJECT TO
LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING
73 Complete for fixed rate certificates or floating rate certificates.
74 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
75 Insert "yes" if the relevant option is included.
76 Insert "yes" if the relevant option is included.
77 Complete if Issuer's or holder's redemption option is included.
78 Complete if Issuer's or holder's redemption option is included.
79 Complete if Issuer's or holder's redemption option is included and specify "Principal Amount" or some other
pre-determined fixed redemption amount.
80 TEFRA C/TEFRA D
81 Applicable/Not Applicable
82 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.
83 Complete for floating rate certificates.
- 102 -
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 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)]84
1. For value received, COÖPERATIEVE RABOBANK U.A. (RABOBANK), HONG
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;
84 To be used for RMB denominated 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.
3. 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
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 Global CD is not held by any Clearing System:
(i) all such payments shall be made upon presentation and, on maturity, surrender
of this Global CD at the office of the Paying Agent referred to above; and
(ii) a record of an interest payment in Schedule 1 (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 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 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 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.
4. Agreement with respect to the exercise of Dutch Bail-in Power
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 -
(a) the cancellation of all, or a portion, of the principal amount of, or interest on,
this Global CD; and/or
(b) the conversion of all, or a portion, of the principal amount of, or interest on,
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.
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.
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
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 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 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
- 105 -
payment obligations (in relation to repayment of the principal amount, payment of
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
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 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.
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 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.
4.8 The exercise of the Dutch Bail-in Power by the Resolution Authority with respect to
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.
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 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
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
- 106 -
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
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
(b) in respect of any deduction or withholding which would not have been required but
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
(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 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.
- 107 -
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.
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).
9. 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).
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)
- 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:
(a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in
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
(b) upon each payment of interest (if any) prior to the Maturity Date in respect of this
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:
(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
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 Global CD is
denominated in Hong Kong Dollars or Sterling (or any other currency for which it is
- 109 -
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.
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:-
(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
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 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 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
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
- 110 -
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 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
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 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;
(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.
(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:
- 111 -
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.
- 112 -
(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:
n means the number of business days (which shall be days on
which banks are open for business in London) 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 banks
are open for business in London) in chronological order from, and
including, the first business day (which shall be a day on which
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;
Ni means the number of calendar days in the Interest Period on
which the rate is SONIAi; 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 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);
D means the number of calendar days in the Interest Period;
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
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 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
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 SONIA rate
for such day shall be such rate reasonably determined by the Calculation
Agent after consultation with an independent expert;
- 113 -
(v) in the case of a Global CD which specifies CNH HIBOR (CNH Hong Kong
Interbank Offered Rate) as the Reference Rate:
(A) on the first Hong Kong Business Day of each Interest Period (each the
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 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 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
- 114 -
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 8 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 Global CD in
the manner referred to in paragraph 18 below.
17. 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
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.
19. 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 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.
20. The Certificates of Deposit in respect of which any notice of redemption is given
under paragraph 17 or under paragraph 19 shall be redeemed on the date specified in such
notice in accordance with the relevant paragraph or paragraphs.
- 115 -
21. The Issuer may redeem all, but not some only, of the Certificates of Deposit
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
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 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).
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 22 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 Global CD 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.
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 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.
- 116 -
For the purposes of this Condition 22:
“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.
23. If this 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 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 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;
(c) denominated in United States dollars, instructions for payment must be received at the
offices of the Paying Agent together with this 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 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 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.
(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
- 117 -
this 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 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 Global
CD.
- 118 -
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)
- 119 -
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
- 120 -
Schedule 2 to Global CD
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
- 121 -
FORM OF MULTICURRENCY DEFINITIVE 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 Amount85: ................................
Denomination86: .........................................................
Type of CD and Yield:
Interests Basis87: ........................................................ Redemption Amount88: ..............................................
Fixed Rate:
Fixed Interest Rate89: (per cent. per annum): ............. Interests Payment Dates90: .........................................
Floating Rate:
Reference Rate91: ....................................................... Margin92: ....................................................................
85 Insert the aggregate principal amount of the Certificate.
86 Must be a minimum of HK$100,000 or equivalent) per certificate represented by this Certificate.
87 Insert "Discount", "Fixed Rate" or "Floating Rate".
88 Insert either "Principal Amount" or some other pre-determined fixed redemption amount.
89 Complete for fixed rate certificates only.
90 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
91 Complete for floating rate certificates only (state whether HIBOR, LIBOR, CNH HIBOR, EONIA, SONIA
or other applicable floating rate).
92 Complete for floating rate certificates only.
- 122 -
Reference Banks93: .................................................... Interest Commencement Date94: ................................
Interests Payment Dates95: .........................................
Discounted:
Discounted Bid Rate: ................................................ Initial Purchase Price (Discounted): ..........................
Redemption:
Redemption at the option of the Issuer96: .................. Redemption at the option of the bearer
of this Certificate97: ....................................................
Optional Redemption Date(s)98:................................. Optional Notice Period99: ...........................................
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
93 Complete for floating rate certificates only.
94 Complete for fixed rate certificates or floating rate certificates.
95 Complete for fixed rate certificates or floating rate certificates if interest is payable before Maturity Date.
96 Insert "yes" if the relevant option is included.
97 Insert "yes" if the relevant option is included.
98 Complete if Issuer's or holder's redemption option is included.
99 Complete if Issuer's or holder's redemption option is included.
100 Complete if Issuer's or holder's redemption option is included and specify "Principal Amount" or some other
pre-determined fixed redemption amount.
101 TEFRA C/TEFRA D
102 Applicable/Not Applicable
103 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.
104 Complete for floating rate certificates.
- 123 -
SALE IS EITHER REGISTERED PURSUANT TO, OR IS EXEMPT FROM
REGISTRATION UNDER, SUCH ACT.
ANY U.S. PERSON WHO HOLDS THIS DEFINITIVE CD 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
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
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)]105
1. For value received, COÖPERATIEVE RABOBANK U.A. (RABOBANK), HONG
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,
105 To be used for RMB denominated CDs.
- 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.
3. 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 Certificate 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 Certificate, 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 (whether de jure or de
facto), the holder of this Certificate may present this Certificate for payment at the head
office of Rabobank or at any of its other branches outside Hong Kong.
4. Agreement with respect to the exercise of Dutch Bail-in Power
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:
(a) the cancellation of all, or a portion, of the principal amount of, or interest on,
this Certificate; and/or
(b) the conversion of all, or a portion, of the principal amount of, or interest on,
this Certificate, 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 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.
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
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
- 125 -
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 Certificate 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 Certificate 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 Certificate to the extent that
outstanding principal amounts under this Certificate 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 Certificate
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.
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 Certificate 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 Certificate have been cancelled, reduced or converted by operation
of the Dutch Bail-in Power.
- 126 -
4.8 The exercise of the Dutch Bail-in Power by the Resolution Authority with respect to
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.
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 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
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
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 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
(b) in respect of any deduction or withholding which would not have been required but
for the presentation by the bearer of this Certificate 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 Certificate for payment on
the last day of such 15 days period; or
- 127 -
(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 Certificate 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.
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.
6. The payment obligation of the Issuer represented by this Certificate constitutes and at
all times shall constitute a direct and unsecured obligation of the Issuer ranking pari passu
without any preference with all present and future unsecured and unsubordinated
indebtedness of the Issuer (other than obligations mandatorily preferred by law).
7. 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).
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
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 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:-
(a) notwithstanding the provisions of paragraph 1 above, if any payment of interest in
respect of this Certificate 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
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
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
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 Certificate 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.
11. If the Interest Basis for this Certificate is Floating 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
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 Certificate 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 Certificate 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 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 -
(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
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 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 (i) or (ii) 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 (i) and (ii) above shall
have applied;
(ii) in the case of a Certificate which specifies HIBOR (Hong Kong Interbank
Offering Rate) as the Reference Rate,
(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
appears plus or minus the Margin (expressed in basis points), as
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);
(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;
(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
- 130 -
for the last preceding Interest Period to which (A) or (B) shall have
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
calculate the Rate of Interest:
Margin360
1360
11
D
NEONIA iin
i
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), EONIA, for
such calendar day shall be deemed to be EONIAi 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.
- 131 -
(iv) in the case of a Certificate 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
n means the number of business days (which shall be days on
which banks are open for business in London) 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 banks
are open for business in London) in chronological order from, and
including, the first business day (which shall be a day on which
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;
Ni means the number of calendar days in the Interest Period on
which the rate is SONIAi; 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 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 as day on
which banks are open for business in London);
D means the number of calendar days in the Interest Period;
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
under the heading "Sterling Overnight Index" 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
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 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
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 SONIA rate
for such day shall be such rate reasonably determined by the Calculation
Agent after consultation with an independent expert;
(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 -
(A) on the first Hong Kong Business Day of each Interest Period (each the
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 Certificate 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 Certificate, multiplying such product by the actual
number of days in the Interest Period concerned divided by 360, or, if this Certificate
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
- 133 -
as legal tender in the country of the Specified Currency (with halves being rounded
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;
(d) subject to paragraph 6 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 Certificate in
the manner specified in paragraph 12 below.
12. If "Redemption at the option of the Issuer" is provided hereon, the Issuer may on any
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.
14. 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 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.
15. The Certificates of Deposit in respect of which any notice of redemption is given
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
interest (if any) accrued to the date fixed for redemption) on giving irrevocable notice to the
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
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 Certificate 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 17 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 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.
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 Certificate (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 Certificate (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 Certificate 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 Certificate.
For the purposes of this Condition 17:
“Alternative Currency” means U.S. Dollars;
“Maximum Days of Postponement” means 14 consecutive calendar days; and
- 135 -
“RMB Unavailability Event” means, in respect of any payment obligation under this
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
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.
18. If this Certificate is:
(a) denominated in Euro, instructions for payment must be received at the office of the
Paying Agent referred to above together with this Certificate 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 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;
(c) denominated in United States dollars, 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;
(d) denominated in Chinese Renminbi, 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; and
(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.
(b) The Issuer irrevocably agrees for the benefit of the bearer that the courts of Hong
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,
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
- 136 -
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 such 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 Certificate 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 Certificate.
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
- 137 -
By: ................................................................ By: ................................................................
(Authorised Signatory) (Authorised Signatory)
By: ................................................................
(Authorised Signatory)
- 138 -
Payments of Interest
The following payments of interest in respect of this Certificate have been made:
Date Made Payment From Payment To Amount Paid
Notation on
behalf of
Principal
Paying Agent
- 139 -
THE ISSUER
Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch
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
Coöperatieve Rabobank U.A. (Rabobank), Hong Kong Branch
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