Obligation Rabobank 7.074% ( AU3CB0293348 ) en AUD

Rabobank

100 % ⇌

Pays-Bas

AU3CB0293348 ( en AUD )

7.074% par an ( paiement semestriel )

25/10/2032

Prospectus brochure de l'obligation Rabobank AU3CB0293348 en AUD 7.074%, échéance 25/10/2032

10 000 AUD

300 000 000 AUD

26/04/2025 ( Dans 42 jours )

Rabobank est une banque coopérative néerlandaise multinationale spécialisée dans les services financiers pour les secteurs de l'agroalimentaire, des entreprises et des particuliers.

L'Obligation émise par Rabobank ( Pays-Bas ) , en AUD, avec le code ISIN AU3CB0293348, paye un coupon de 7.074% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/10/2032

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: 3259A
TRANCHE NO: 1
AUD 300,000,000 Fixed to Floating Rate Callable Dated Subordinated Notes 2022 due October
2032 (the "Notes")
Issue Price: 100.00 per cent.
Australia and New Zealand Banking Group Limited
Commonwealth Bank of Australia
National Australia Bank Limited
UBS AG, Australia Branch
Westpac Banking Corporation
The date of these Final Terms is 24 October 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
1

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.
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 and the supplemental
prospectuses dated 11 August 2022 and 6 September 2022 (together, 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:
3259A
(ii) Tranche Number:
1
2

(iii) Date on which the Notes become fungible:
Not Applicable
3
Specified Currency or Currencies:
Australian Dollar ("AUD")
4
Aggregate nominal amount:
(i)
Series:
AUD 300,000,000
(ii) Tranche:
AUD 300,000,000
5
Issue Price:
100.00 per cent. of the aggregate nominal
amount
6
(i)
Specified Denominations:
AUD 10,000 provided that the minimum
aggregate
consideration
payable
(disregarding monies lent by the Issuer or its
associates) will be: (i) AUD 500,000 within
Australia (or its equivalent in another
currency) unless the Debt Instruments are
otherwise issued in a manner that does not
require disclosure to investors in accordance
with Part 6D.2 and Part 7.9 of the
Corporations Act 2001 (Cth) and the issue
does not constitute an offer to a "retail client"
for the purposes of section 761G of the
Corporations Act 2001 (Cth); and (ii) AUD
250,000 outside of Australia
(ii) Calculation Amount:
AUD 10,000
7
(i)
Issue Date:
26 October 2022
(ii) Interest Commencement Date:
As specified in Condition 1
8
Maturity Date:
The Specified Interest Payment Date falling in
or nearest to October 2032
9
Interest Basis:
7.074 per cent. Fixed Rate from (and
including) the Issue Date to (but excluding)
the Optional Redemption Date.
From (and including) the Optional
Redemption Date to (but excluding) the
Maturity Date, 3-month BBSW + 2.95 per
cent. Floating Rate
(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 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)
3

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 12 October 2022
obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15
Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
7.074 per cent. per annum payable semi-
annually in arrear
(ii) Interest Payment Date(s):
26 April and 26 October in each year,
commencing on 26 April 2023 up to and
including the Optional Redemption Date
(iii) Fixed Coupon Amount:
AUD 353.70 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)):
26 April and 26 October in each year
(vii) Other terms relating to the method of Not Applicable
calculating interest for Fixed Rate Notes:
16
Fixed Rate Reset Note Provisions
Not Applicable
17
Floating Rate Note Provisions
Applicable
(i)
Interest Period(s):
From (and including) the Optional Redemption
Date to (but excluding) the first Specified
Interest Payment Date, and each successive
period beginning on (and including) a
Specified Interest Payment Date and ending
on (but excluding) the next succeeding
Specified Interest Payment Date, subject to
adjustment in accordance with the Business
Day Convention set out in (iii) below
(ii) Specified Interest Payment Dates:
26 January, 26 April, 26 July, 26 October in
each year, commencing on 26 January 2028
up to and including 26 October 2032, subject
to adjustment in accordance with the Business
Day Convention set out in (iii) below
(iii) Business Day Convention:
Modified Following Business Day Convention
(iv) Business Centre(s) (Condition 1(a)):
Sydney and TARGET
(v) Manner in which the Rate(s) of Interest Screen Rate Determination
is/are to be determined:
(vi) Interest Period Date(s):
Each Specified Interest Payment Date
4

(vii) Applicable formula to be used for Not Applicable
calculating the Rate(s) of Interest and
Interest Amount(s):
(viii) Party responsible for calculating the Calculation Agent
Rate(s) of Interest and Interest Amount(s):
(ix) Screen Rate Determination (Condition Applicable
5(c)(iii)(B) (H) of the Dated Subordinated
Notes):

Reference Rate(s):
3-month BBSW

Interest Determination Date:
The first day of the relevant Interest Period

Relevant Screen Page(s):
The Refinitiv Screen BBSW (or any
replacement page which displays that rate)
(x) ISDA Determination (Condition 5(c)(iii)(A) Not Applicable
of the Dated Subordinated Notes):
(xi) Linear Interpolation:
Not Applicable
(xii) Margin(s):
+ 2.95 per cent. per annum
(xiii) Minimum Rate of Interest:
Not Applicable
(xiv) Maximum Rate of Interest:
Not Applicable
(xv) Day Count Fraction (Condition 1(a)):
Actual/365 (Fixed)
(xvi) Gearing Factor:
Not Applicable
(xvii) Previous Coupon:
Not Applicable
(xviii)
Fall
back
provisions,
rounding Not Applicable
provisions, denominator and any other
terms relating to the method of calculating
interest on Floating Rate Notes, if different
from those set out in the Conditions:
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):
26 October 2027
5

(ii) Optional Redemption Amount(s) of each
AUD 10,000 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 30 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 AUD 10,000 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:
(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
AUD 10,000 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
Registered Notes
6

AMTN Global Certificate registered in the
name of Austraclear that is held by the
Australian Fiscal Agent.
43 New Global Notes:
No
44 Financial Centre(s) (Condition 7(i) of the Dated
Condition 7(i)(i)(A) of the Dated Subordinated
Subordinated Notes) or other special provisions Notes applies
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:
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 11(a)
of the Dated Subordinated Notes:
49 Relevant Benchmark:
BBSW is provided by ASX Benchmarks

Limited.
As of the date hereof, ASX Benchmarks
Limited
appears
in
the
register
of
administrators and benchmarks established
and maintained by the European Securities
and Markets Authority pursuant to Article 36 of
Regulation (EU) 2016/1011.
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.

Signed on behalf of the Issuer
By:

Pratik Keshav
Duly authorised
7

PART B OTHER INFORMATION
1
Listing
(i)
Listing:
None
(ii) Admission to trading:
Not Applicable
(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. 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 "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 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.
Each of Fitch, Moody's and S&P is established in
the EU and registered under Regulation (EC) No
1060/2009.
A credit rating is not a recommendation to buy, sell
or hold Notes and may be subject to revision,
suspension or withdrawal at any time by the
assigning rating agency.
Credit ratings are for distribution only to a person
who is (a) not a 'retail client' within the meaning of
section 761G of the Corporations Act and is also
8

a sophisticated investor, professional investor or
other investor in respect of whom disclosure is not
required under Parts 6D.2 or 7.9 of the
Corporations Act, and (b) otherwise permitted to
receive credit ratings in accordance with
applicable law in any jurisdiction in which the
person may be located. Anyone who is not such a
person is not entitled to receive this Pricing
Supplement and anyone who receives this Pricing
Supplement must not distribute it to any person
who is not entitled to receive it.
3
Interests of natural and legal persons involved in the offer
Save for any fees payable to the Joint Lead 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 Joint Lead 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:
AUD 299,100,000
5
Yield
Indication of yield:
7.074 per cent. The yield is calculated at the Issue
Date on the basis of the Issue Price for the period
from (and including) the Issue Date to (but
excluding) the Optional Redemption Date only. 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 and registered
in the name of a nominee of one of the ICSDs
acting 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:
AU3CB0293348
(iii) Common Code:
254907634
(iv) German WKN-code:
Not Applicable
9

(v) Private Placement number:
Not Applicable
(vi) CUSIP Number:
Not Applicable
(vii) Any clearing system(s) other than
Austraclear WPAC21
Euroclear and Clearstream,
Luxembourg and the relevant
number(s):
(viii) Delivery:
Delivery against payment
(ix) Names and addresses of additional
Not Applicable
Paying/Delivery Agent(s) (if any):
(x) Names (and addresses) of Calculation
Citigroup Pty Limited (ABN 88 004 325 080)
Agent(s):
Level 16
120 Collins Street
Melbourne VIC 3000
Australia
7
Distribution
(i)
Method of distribution:
Syndicated
(ii) If syndicated, names of Joint Lead
Australia and New Zealand Banking Group
Managers:
Limited
Commonwealth Bank of Australia
National Australia Bank Limited
UBS AG, Australia Branch
Westpac Banking Corporation
(iii) Stabilising Manager(s) (if any):
Not Applicable
(iv) If non-syndicated, name of Dealer:
Not Applicable
(v) Applicable TEFRA exemption:
Not Applicable
(vi) Prohibition of Sales to EEA Retail Applicable
Investors:
(vii) Prohibition
of
Sales
to
Belgian Applicable
Consumers:
(viii) Additional selling restrictions:
Not Applicable
10

Document Outline

#1">THIRD PARTY INFORMATION
#8">PART B … OTHER INFORMATION