Bond Rabobank 5.454% ( XS2486281467 ) in AUD

Rabobank

100 % ⇌

Netherlands

XS2486281467 ( in AUD )

5.454% per year ( payment 1 time a year)

01/06/2037

Prospectus brochure of the bond Rabobank XS2486281467 en AUD 5.454%, maturity 01/06/2037

01/06/2025 ( In 78 days )

Rabobank is a Dutch multinational banking and financial services corporation, specializing in food and agriculture, providing services to businesses and individuals globally.

The Bond issued by Rabobank ( Netherlands ) , in AUD, with the ISIN code XS2486281467, pays a coupon of 5.454% per year.
The coupons are paid 1 time per year and the Bond maturity is 01/06/2037

FINAL TERMS
COÖPERATIEVE RABOBANK U.A.
(Chamber of Commerce registration number 30046259)
(a cooperative (coöperatie) formed under the laws of the Netherlands with its statutory seat in
Amsterdam)
Legal Entity Identifier (LEI): DG3RU1DBUFHT4ZF9WN62
EUR 160,000,000,000
Global Medium-Term Note Programme of Coöperatieve Rabobank U.A. and Coöperatieve
Rabobank U.A. Australia Branch, Coöperatieve Rabobank U.A. New Zealand Branch
Due from seven days to perpetuity
SERIES NO: 3246A
TRANCHE NO: 1
AUD 90,000,000 Fixed Rate Dated Subordinated Notes 2022 due 1 June 2037 (the "Notes")
Issue Price: 100 per cent.
The Hongkong and Shanghai Banking Corporation Limited, Sydney Branch
The date of these Final Terms is 30 May 2022
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of the manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels, subject to
the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II); (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129
(the "Prospectus Regulation"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the Notes or otherwise making them available to any retail investor in
the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a
A48068622
1

person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2(1) of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement
the Directive (EU) 2016/97, where that customer would not qualify as a professional client as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law
by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Notes
or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and
Futures Act 2001 of Singapore (as modified or amended form time to time, the "SFA") and the
Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP
Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined
in Section 309A(1) of the SFA), that the Notes are "prescribed capital markets products" (as defined
in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
PART A -- CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the terms and
conditions (the "Conditions") set forth in the Base Prospectus dated 18 May 2022 (the "Base
Prospectus") which constitutes a base prospectus for the purposes of Regulation (EU) 2017/1129 (the
"Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for
the purposes the Prospectus Regulation and must be read in conjunction with the Base Prospectus in
order to obtain all the relevant information. Full information on the Issuer and the offer of the Notes is only
available on the basis of the combination of these Final Terms and the Base Prospectus. The Base
Prospectus is available for viewing at, and copies may be obtained from, Rabobank at Croeselaan 18,
3521 CB Utrecht, the Netherlands and the principal office of the Paying Agent in Luxembourg, Amsterdam
and www.bourse.lu.
Each potential investor in the Notes must determine the suitability of that investment in light
of its own circumstances. A potential investor should not invest in Notes which are complex
financial instruments unless it has the expertise (either alone or with a financial adviser) to evaluate
how the Notes will perform under changing conditions, the resulting effects on the value of the
Notes and the impact this investment will have on the potential investor's overall investment
portfolio.
1
Issuer:
Coöperatieve Rabobank U.A.
2
(i)
Series Number:
3246A
(ii) Tranche Number:
1
(iii) Date on which the Notes become fungible:
Not Applicable
3
Specified Currency or Currencies:
Australian Dollar ("AUD")
A48068622
2

4
Aggregate nominal amount:
(i)
Series:
AUD 90,000,000
(ii) Tranche:
AUD 90,000,000
5
Issue Price:
100.00 per cent. of the aggregate nominal
amount
6
(i)
Specified Denominations:
AUD 200,000
(ii) Calculation Amount:
AUD 200,000
7
(i)
Issue Date:
1 June 2022

(ii) Interest Commencement Date:
As specified in Condition 1
8
Maturity Date:
1 June 2037
9
Interest Basis:
5.454 per cent. Fixed Rate
(further particulars specified below)
10
Change of Interest Basis:
Not Applicable
11
Redemption/Payment Basis:
Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed
on the Maturity Date at 100.00 per cent. of
their nominal amount
12
Alternative Currency Equivalent:
Not Applicable
13
Put/Call Options/Automatic Early Redemption:
Not Applicable
14
(i)
Status of the Notes:
Dated Subordinated the Terms and
Conditions of the Dated Subordinated Notes
shall apply
(ii) Domestic Note (if Domestic Note, there will Not Applicable
be no gross-up for withholding tax):
(iii) Date of approval for issuance of Notes 19 May 2022
obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
5.454 per cent. per annum payable annually
in arrear
(ii) Interest Payment Date(s):
1 June in each year, commencing on 1 June
2023 up to and including the Maturity Date
(iii) Fixed Coupon Amount:
AUD 10,908 per Calculation Amount
(iv) Broken Amount(s):
Not Applicable
(v) Day Count Fraction (Condition 1(a)):
Actual/Actual-ICMA
(vi) Determination Date(s) (Condition 1(a)):
1 June in each year
16
Fixed Rate Reset Note Provisions
Not Applicable
17
Floating Rate Note Provisions
Not Applicable
18
Inverse Floating Rate Note Provisions
Not Applicable
19
Range Accrual Note Provisions
Not Applicable
20
Zero Coupon Note Provisions
Not Applicable
A48068622
3

21
CMS Linked Note Provisions
Not Applicable
22
Variable Rate Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
23
Call Option
Not Applicable
24
Put Option
Not Applicable
25
Automatic Early Redemption
Not Applicable
26
Regulatory Call
Applicable
27
MREL Disqualification Event Call
Not Applicable
28
Early Redemption Amount

Early Redemption Amount(s) payable per
AUD 200,000 per Calculation Amount
Calculation Amount on redemption:
Dated Subordinated Notes:
(a) on the occurrence of an event described in
Condition 10; or (b) for taxation reasons
(Condition 6(d)); or (c) for a Regulatory Call
(Condition 6(e)):
29
Final Redemption Amount of each Note
AUD 200,000 per Calculation Amount
30
Substitution and Variation
Not Applicable
31
Alignment Event
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32
Form of Notes
Bearer Notes
Temporary Global Note exchangeable for a
permanent Global Note not earlier than 40
days after the completion of the distribution
of the Tranche of which such Note is a part
nor later than 40 days prior to the first
anniversary of the Issue Date (i.e. 22 April
2023) which is exchangeable for Definitive
Notes
at
any
time/in
the
limited
circumstances specified in the permanent
Global Note
33
New Global Notes:
No
34
Financial Centre(s):
London, TARGET and Sydney
Condition
7(i)(i)(A)
of
the
Dated
Subordinated Notes applies.
35
Prohibition of Sales to EEA Retail Investors:
Applicable
36
Relevant Benchmarks:
Not Applicable
A48068622
4

LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to trading the issue
of Notes described herein pursuant to the EUR 160,000,000,000 Global Medium-Term Note Programme
of Rabobank.
Signed on behalf of the Issuer
By: Pratik Keshav
Duly authorised
A48068622
5

PART B OTHER INFORMATION
1 Listing
(i)
Listing:
Luxembourg Stock Exchange
(ii) Admission to trading:
Application has been made for the Notes to
be admitted to trading on the Regulated
Market of the Luxembourg Stock Exchange
with effect from the Issue Date.
(iii) Estimate of total expenses related to
EUR 2,300
admission to trading:
(iv) In the case of Notes listed on Euronext
Not Applicable
Amsterdam:
2 Ratings
Rating:
The Notes to be issued are expected to be
rated:
Fitch: A-
As defined by Fitch, an "A" rating means that
the Notes are judged to be of high credit
quality and denotes expectation of low
default risk. It indicates strong capacity for
payment of financial commitments. This
capacity may, nevertheless, be more
vulnerable to adverse business or economic
conditions than is the case for higher
ratings. The modifier "-" appended to the
rating denotes relative status within that
rating category.
Moody's: Baa1
As defined by Moody's, a "Baa" rating
means that the Notes are subject to
moderate credit risk. They are considered
medium-grade and as such may possess
speculative characteristics. The modifier "1"
appended to the rating indicates a ranking in
the upper end of that generic rating
category.
S&P: BBB+
As defined by S&P, a "BBB" rating means
the Issuer has adequate capacity to meet its
financial commitments, but the Notes are
more
subject
to
adverse
economic
conditions. The modifier "+" appended to the
rating shows relative standing within that
rating category.
Each of Fitch, Moody's and S&P is
established in the EU and registered under
Regulation (EC) No 1060/2009.
A48068622
6

3 Interests of natural and legal persons involved in the offer
Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the
offer of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged,
and may in the future engage, in investment banking and/or commercial banking transactions
with, and may perform other services for, the Issuer and its affiliates in the ordinary course of
business.
4 Reasons for the offer and estimated net proceeds:
Reasons for the offer:
See "Use of Proceeds" wording in
Base Prospectus
Estimated net proceeds:
AUD 90,000,000
5 Yield (Fixed Rate Notes and Fixed Rate Reset Notes
only)
Indication of yield:
5.454 per cent.
The yield is calculated at the Issue
Date on the basis of the Issue Price. It
is NOT an indication of future yield.
6 Operational information
(i)
Intended to be held in a manner which would allow No. Whilst the designation is specified
Eurosystem eligibility:
as "no" at the date of these Final
Terms,
should
the
Eurosystem
eligibility criteria be amended in the
future such that the Notes are capable
of meeting them the Notes may then be
deposited with one of the ICSDs as
common safekeeper. Note that this
does not necessarily mean that the
Notes will then be recognised as
eligible collateral for Eurosystem
monetary policy and intra day credit
operations by the Eurosystem at any
time during their life. Such recognition
will depend upon the ECB being
satisfied that Eurosystem eligibility
criteria have been met.
(ii) ISIN:
XS2486281467
(iii) Common Code:
248628146
(iv) German WKN-code:
Not Applicable
(v) Private Placement number:
Not Applicable
(vi) CUSIP Number:
Not Applicable
(vii) CFI:
DTFXFB
(viii) FISN:
COOPERATIEVE
RA/5.454
MTN
20370601
A48068622
7

(ix) Any clearing system(s) other than Euroclear and
Not Applicable
Clearstream, Luxembourg and the relevant
number(s):
(x) Delivery:
Delivery against payment
(xi) Names and addresses of additional
Not Applicable
Paying/Delivery Agent(s) (if any):
(xii) Names (and addresses) of Calculation Agent(s):
Deutsche Bank AG, London Branch,
Winchester House, 1 Great Winchester
Street, London EC2N 2DB, United
Kingdom
7 Distribution
(i)
Method of distribution:
Non-syndicated
(ii) If syndicated, names of Managers:
Not Applicable
(iii) Stabilising Manager(s) (if any):
Not Applicable
(iv) If non-syndicated, name of Dealer:
The Hongkong and Shanghai Banking
Corporation Limited, Sydney Branch
(v) Applicable TEFRA exemption:
TEFRA D
(vi) Prohibition of Sales to Belgian Consumers:
Applicable
A48068622
8