Bond Rabobank 3.875% ( XS2524143554 ) in EUR

Rabobank

101.8 % ▲

Netherlands

XS2524143554 ( in EUR )

3.875% per year ( payment 1 time a year)

29/11/2032

Prospectus brochure of the bond Rabobank XS2524143554 en EUR 3.875%, maturity 29/11/2032

30/11/2025 ( In 260 days )

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

Rabobank's EUR-denominated bond (XS2524143554), issued in the Netherlands, currently trades at 101.42% of its face value, offering a 3.875% coupon with semi-annual payments and maturing on November 29, 2032.

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: 3257A
TRANCHE NO: 1
EUR 750,000,000 3.875 per cent. Fixed Rate Reset Callable Dated Subordinated Notes 2022
due 30 November 2032 (the "Notes")
Issue Price: 99.841 per cent.
BNP Paribas
Credit Suisse
Goldman Sachs Bank Europe SE
Morgan Stanley
Rabobank
UBS Investment Bank
The date of these Final Terms is 25 August 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.
UK MiFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of the manufacturers' 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 only eligible counterparties, as
defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA") ("UK MiFIR"); 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 the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") 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.
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
A48929028

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
(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 and the Supplemental
Prospectus dated 11 August 2022 (together, the "Base Prospectus") which together constitute 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:
3257A

(ii) Tranche Number:
1

(iii) Date on which the Notes become fungible:
Not Applicable
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3
Specified Currency or Currencies:
Euro ("EUR")

4
Aggregate nominal amount:

(i)
Series:
EUR 750,000,000

(ii) Tranche:
EUR 750,000,000
5
Issue Price:
99.841 per cent. of the aggregate nominal
amount
6
(i)
Specified Denominations:
EUR 100,000

(ii) Calculation Amount:
EUR 100,000
7
(i)
Issue Date:
30 August 2022

(ii) Interest Commencement Date:
As specified in Condition 1
8
Maturity Date:
30 November 2032
9
Interest Basis:
3.875 per cent. to be reset on the First Reset
Date
(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:
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 Not Applicable
be no gross-up for withholding tax):

(iii) Date of approval for issuance of Notes 15 August 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:
3.875 per cent. per annum payable annually
in arrear
(ii) Interest Payment Date(s):
30 November in each year, commencing on
30 November 2022 (the "First Interest
Payment Date") up to and including the
Maturity Date

There will be a short first fixed interest period
(the "Short First Coupon") in respect of the
period from (and including) the Interest
Commencement Date to (but excluding) the
First Interest Payment Date
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(iii) First Reset Date:
30 November 2027
(iv) Second Reset Date:
Not Applicable
(v) Anniversary Date(s):
Not Applicable
(vi) Reset Determination Date(s):
The day falling two TARGET Business days
prior to the First Reset Date
(vii) Reset Rate:
Annualised Mid-Swap Rate
(viii) Reference Bond:
Not Applicable
(ix) Swap Rate Period:
5 Year
(x) Screen Page:
ICAP
(xi) Fixed Leg:
Not Applicable
(xii) Floating Leg:
Not Applicable
(xiii) Margin:
+ 1.95 per cent. per annum
(xiv) Fixed Coupon Amount in respect of the EUR 3,875 per Calculation Amount
period from (and including) the Interest
Commencement Date up to (but excluding)
the First Reset Date:
(xv) Broken Amount(s):
In respect of the Short First Coupon, EUR
976.71 per Calculation Amount, payable on
the Interest Payment Date falling on 30
November 2022
(xvi) Day Count Fraction (Condition 1(a)):
Actual/Actual-ICMA
(xvii) Determination Date(s) (Condition 1(a)):
30 November 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

PROVISIONS RELATING TO REDEMPTION
23 Call Option
Applicable

(i)
Optional Redemption Date(s):
Any business day from, and including, 30
August 2027 to, and including, the First
Reset Date

(ii) Dated Subordinated Notes:

Optional Redemption Amount(s) of each
EUR 100,000 per Calculation Amount
Note and method, if any, of calculation of
such amount(s):
(iii) Minimum Redemption Amount:
EUR 100,000 per Calculation Amount
Maximum Redemption Amount:
EUR 100,000 per Calculation Amount
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(iv) Notice period:
The Issuer shall give notice of its intention to
redeem the Notes not less than 15 nor more
than 30 days prior to the relevant Optional
Redemption Date
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
EUR 100,000 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
EUR 100,000 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. 21 July
2023) which is exchangeable for Definitive
Notes
at
any
time/in
the
limited
circumstances specified in the permanent
Global Note
33 New Global Notes:
Yes
34 Financial Centre(s):
Condition
7(i)(i)(A)
of
the
Dated
Subordinated Notes applies.
35 Prohibition of Sales to EEA Retail Investors:
Applicable
36 Relevant Benchmark:
Not Applicable

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.
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THIRD PARTY INFORMATION
The explanations of the Fitch, Moody's and S&P ratings in "Part B Other Information Ratings"
have been extracted from the websites of Fitch, Moody's and S&P. The Issuer confirms that such
information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from
information published by Fitch, Moody's and S&P, no facts have been omitted which would render the
reproduced information inaccurate or misleading.

A48929028

Signed on behalf of the Issuer
By: A. Bruinsma

Duly authorised

A48929028

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 Exchange
Regulated Market of the Luxembourg Stock
Exchange with effect from the Issue Date
(iii) Estimate of total expenses related to
EUR 7,400
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. The capacity for payment of
financial commitments is considered strong.
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 "Baa1" 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 higher end of that generic rating
category.

S&P: BBB+
As defined by S&P, a "BBB+" rating means
that the Notes exhibit adequate protection
parameters. However, adverse economic
conditions or changing circumstances are
more likely to weaken the obligor's capacity
to meet its financial commitments on the
obligation. The modifier "+" appended to the
rating shows relative standing within that
rating category.
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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
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in
the offer of the Notes has an interest material to the offer. The Managers and their 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:
EUR 746,557,500
5 Yield

Indication of yield:
3.912 per cent. per annum
The yield is calculated at the Issue
Date on the basis of the Issue Price for
the period up to but excluding 30
November 2027. It is NOT an indication
of future yield.
6 Operational information

(i)
Intended to be held in a manner which would allow Yes. Note that the designation "yes"
Eurosystem eligibility:
simply means that the Notes are
intended upon issue to be deposited
with one of the ICSDs as common
safekeeper, and does not necessarily
mean that the Notes will be recognised
as eligible collateral for Eurosystem
monetary policy and intra day credit
operations by the Eurosystem either
upon issue or at any or all times during
their life. Such recognition will depend
upon the ECB being satisfied that
Eurosystem eligibility criteria have
been met.
(ii) ISIN:
XS2524143554
(iii) Common Code:
252414355
(iv) German WKN-code:
Not Applicable
(v) Private Placement number:
Not Applicable
(vi) CUSIP Number:
Not Applicable
(vii) Any clearing system(s) other than Euroclear and
Not Applicable
Clearstream, Luxembourg and the relevant
number(s):
(viii) Delivery:
Delivery against payment
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(ix) Names and addresses of additional
Not Applicable
Paying/Delivery Agent(s) (if any):
(x) 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:
Syndicated
(ii) If syndicated, names of Managers:
BNP Paribas
Coöperatieve Rabobank U.A.
Credit Suisse Bank (Europe), S.A.
Goldman Sachs Bank Europe SE
Morgan Stanley Europe SE
UBS AG London Branch
(iii) Stabilising Manager(s) (if any):
Morgan Stanley Europe SE
(iv) If non-syndicated, name of Dealer:
Not Applicable
(v) Applicable TEFRA exemption:
TEFRA D
(vi) Prohibition of Sales to Belgian Consumers:
Applicable

A48929028

Document Outline

#5">LISTING AND ADMISSION TO TRADING APPLICATION
#6">THIRD PARTY INFORMATION
#8">PART B … OTHER INFORMATION
#7">Insert from: "Project Breezer_Final Terms_Signature Page(7269108.1).pdf"
- #1">LISTING AND ADMISSION TO TRADING APPLICATION
- #1">THIRD PARTY INFORMATION
- #1">PART B … OTHER INFORMATION