Bond Rabobank 1.23% ( XS2502358448 ) in JPY

Rabobank

100 % ⇌

Netherlands

XS2502358448 ( in JPY )

1.23% per year ( payment 1 time a year)

19/07/2034

Prospectus brochure of the bond Rabobank XS2502358448 en JPY 1.23%, maturity 19/07/2034

19/07/2025 ( In 125 days )

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

Rabobank issued a 1.23% JPY-denominated bond (XS2502358448), maturing on July 19, 2034, currently trading at 100% of par value with a semi-annual coupon payment.

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: 3252A
TRANCHE NO: 1
JPY 7,000,000,000 Fixed Rate Reset Dated Subordinated Notes 2022 due 19 July 2034 (the
"Notes")
Issue Price: 100.00 per cent.
Citigroup
The date of these Final Terms is 15 July 2022
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each 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 manufacturers' 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
manufacturers' 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
person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2(1) of Regulation
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(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.
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"). This document constitutes the Final Terms of the Notes described herein and must be read
in conjunction with the Base Prospectus 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:
3252A

(ii) Tranche Number:
1

(iii) Date on which the Notes become fungible:
Not Applicable
3
Specified Currency or Currencies:
Japanese Yen ("JPY")

4
Aggregate nominal amount:

(i)
Series:
JPY 7,000,000,000

(ii) Tranche:
JPY 7,000,000,000
5
Issue Price:
100.00 per cent. of the aggregate nominal
amount
6
(i)
Specified Denominations:
JPY 100,000,000

(ii) Calculation Amount:
JPY 100,000,000
7
(i)
Issue Date:
19 July 2022
(ii) Interest Commencement Date:
As specified in Condition 1
8
Maturity Date:
19 July 2034
9
Interest Basis:
1.23 per cent. to be reset on 19 July 2029
Fixed Rate Reset

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(further particulars specified below)
10
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
11
Change of Interest or Redemption/Payment
Not Applicable
Basis:

12
Alternative Currency Equivalent:
Not Applicable
13
Put/Call Options/Automatic Early Redemption:
Call Option
(further particulars specified below)
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 No
be no gross-up for withholding tax):

(iii) Date of approval for issuance of Notes 7 July 2022
obtained:

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15
Fixed Rate Note Provisions
Not Applicable
16
Fixed Rate Reset Note Provisions
Applicable

(i)
Initial Rate of Interest:
1.23 per cent. per annum payable semi
annually in arrear

(ii) Interest Payment Date(s):
19 January and 19 July in each year,
commencing on and including 19 January

2023 (the "First Interest Payment Date") up
to and including the Maturity Date

(iii) First Reset Date:
19 July 2029

(iv) Second Reset Date:
Not Applicable

(v) Anniversary Date(s):
Not Applicable

(vi) Reset Determination Date(s):
17 July 2029

(vii) Reset Rate:
Reference Bond Rate

(viii) Reference Bond:
JGB 1.5% 20 June 2034 / JL149 (ISIN
JP1201491E67)

(ix) Swap Rate Period:
Not Applicable

(x) Screen Page:
Not Applicable

(xi) Fixed Leg:
Not Applicable

(xii) Floating Leg:
Not Applicable

(xiii) Margin(s):
+ 1.075 per cent. per annum

(xiv) Fixed Coupon Amount in respect of the JPY 615,000 per Calculation Amount
period from (and including) the Interest
Commencement Date up to (but excluding)
the First Reset Date:
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(xv) Broken Amount(s):
Not Applicable

(xvi) Day Count Fraction (Condition 1(a)):
30/360

(xvii) Determination Date(s) (Condition 1(a)):
19 January and 19 July in each year

(xviii)
Party responsible for calculating the Calculation Agent
Rates of Interest and Interest Amounts:
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
21
CMS Linked Note Provisions
Not Applicable
22
Variable Rate Note Provisions
Not Applicable
23
Index Linked Interest Note Provisions
Not Applicable
24
Equity Linked Interest Note Provisions
Not Applicable
25
FX Linked Interest Note Provisions
Not Applicable
26
Dual Currency Note Provisions
Not Applicable
27
Interest Trigger Event
Not Applicable
28
Knock-in Event
Not Applicable

PROVISIONS RELATING TO REDEMPTION
29
Call Option
Applicable
(i) Optional Redemption Date(s):
Any calendar day from and including 19 April
2029 to and including the First Reset Date
(ii) Optional Redemption Amount(s) of each
JPY 100,000,000 per Calculation Amount
Note and method, if any, of calculation of
such amount(s):

(iii) If redeemable in part:
Minimum Redemption Amount:
Not Applicable
Maximum Redemption Amount:
Not Applicable
(iv) Notice period:
The Issuer shall give notice of its intention to
redeem the Notes not less than 15 nor more
than 60 days prior to the relevant Optional
Redemption Date
30
Put Option
Not Applicable
31
Automatic Early Redemption
Not Applicable
32
Early Redemption Amount

Early Redemption Amount(s) payable per JPY 100,000,000 per Calculation Amount
Calculation Amount and/or the method of
calculating the same (if required or if different
from that set out in the Conditions) on
redemption:

Dated Subordinated Notes:
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(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)):
33
Regulatory Call
Applicable
34
MREL Disqualification Event Call
Not Applicable
35
Substitution and Variation
Not Applicable
36
Alignment Event
Not Applicable
37
Final Redemption Amount (all Notes except
JPY 100,000,000 per Calculation Amount
Equity Linked Redemption Notes, Index
Linked Redemption Notes and FX Linked
Redemption Notes) of each Note
38
Final Redemption Amount (Index Linked
Not Applicable
Redemption Notes) of each Note

39
Final Redemption Amount (Equity Linked
Not Applicable
Redemption Notes) of each Note

40
Final Redemption Amount (FX Linked
Not Applicable
Redemption Notes) of each Note

41
Any other terms relating to the redemption
Not Applicable
of the Notes, if different from those set out in
the Conditions

GENERAL PROVISIONS APPLICABLE TO THE NOTES
42
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. 9 June 2023) which is
exchangeable for Definitive Notes in the
limited circumstances specified
in the
permanent Global Note
43
New Global Notes:
No
44
Financial Centre(s) (Condition 10(h) of the
London, TARGET and Tokyo
Senior Preferred Notes or Condition 7(i) of the
Condition 7(i)(i)(A) of the Dated Subordinated
Senior Preferred MREL Notes, Non-Preferred
Notes applies
Senior Notes or Dated Subordinated Notes) or
other special provisions relating to payment
dates:
45
Details relating to Partly Paid Notes: amount of
Not Applicable
each payment comprising the Issue Price and
date on which each payment is to be made and
consequences (if any) of failure to pay, including
any right of the Issuer to forfeit the Notes and
interest due on late payment:
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46
Details relating to Instalment Notes: Amount of
Not Applicable
each instalment, date on which each payment is
to be made:
47
Other terms or special conditions:
Not Applicable
48
Additional steps that may only be taken
Not Applicable
following approval by an Extraordinary
Resolution in accordance with Condition 14(a)
of the Senior Preferred Notes or Condition 11(a)
of the Senior Preferred MREL Notes, Non-
Preferred Senior Notes or Dated Subordinated
Notes:
49
Relevant Benchmark:
Not Applicable

Signed on behalf of the Issuer
By: P. Keshav

Duly authorised
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PART B OTHER INFORMATION
1
Listing

(i)
Listing:
None
(ii) Admission to trading:
No application for admission to trading has been
made

(iii) Estimate of total expenses related to
Not Applicable
admission to trading:
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.
3
Interests of natural and legal persons involved in the offer
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:

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Reasons for the offer:
See "Use of Proceeds" wording in Base

Prospectus
Estimated net proceeds:
JPY 7,000,000,000
5
Yield

Indication of yield:
1.23 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
No. Whilst the designation is specified as "no" at
would allow Eurosystem eligibility:
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:
XS2502358448
(iii) Common Code:
250235844
(iv) German WKN-code:
Not Applicable
(v) Private Placement number:
Not Applicable
(vi) CUSIP Number:
Not Applicable
(vii) CFI:
DTFXFB
(viii) FISN:
COOPERATIEVE RA/1.23 MTN 20340719
(ix) Any clearing system(s) other than
Not Applicable
Euroclear and 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
Deutsche Bank AG, London Branch, Winchester
Agent(s):
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:
Citigroup Global Markets Europe AG
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(v) Applicable TEFRA exemption:
TEFRA D
(vi) Prohibition of Sales to EEA Retail Applicable
Investors:
(vii) Prohibition
of
Sales
to
Belgian Applicable
Consumers:

(viii) Additional selling restrictions:
Not Applicable

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Document Outline

#7">PART B … OTHER INFORMATION