Obligation Rabobank 3.375% ( NL00150015W7 ) en EUR

Rabobank

100 % ⇌

Pays-bas

NL00150015W7 ( en EUR )

3.375% par an ( paiement annuel )

28/10/2031 - Obligation échue

Prospectus brochure de l'obligation Rabobank NL00150015W7 en EUR 3.375%, échue

100 000 EUR

7 500 000 000 EUR

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 EUR, avec le code ISIN NL00150015W7, paye un coupon de 3.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/10/2031

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 09RCB
EXECUTION VERSION
FINAL TERMS
Dated 26 October 2022
COÖPERATIEVE RABOBANK U.A.
(incorporated in the Netherlands with its statutory seat in Amsterdam and registered in the Commercial
Register of the Chamber of Commerce under number 30046259)
Legal Entity Identifier (LEI): DG3RU1DBUFHT4ZF9WN62
Issue of EUR 7,500,000,000 3.375 per cent. Fixed Rate Covered Bonds due 28 October 2031
Guaranteed as to payment of principal and interest by
RABO COVERED BOND COMPANY 2 B.V.

(incorporated in the Netherlands with its statutory seat in Amsterdam and registered in the Commercial
Register of the Chamber of Commerce under number 74672533)

Legal Entity Identifier (LEI): 7245008DJINH1M4X1862

under the 45,000,000,000
Covered Bond Programme
The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis
that any offer of Covered Bonds in any Member State of the European Economic Area ("EEA") will be
made pursuant to an exemption under the Regulation (EUR) 2017/1129, including any commission
delegated regulation thereunder (as amended, the "Prospectus Regulation") from the requirement to
publish a prospectus for offers of Covered Bonds. Accordingly any person making or intending to make an
offer in that Member State of the Covered Bonds which are the subject of an offering contemplated in the
Base Prospectus as completed by Final Terms in relation to the offer of those Covered Bonds may only do
so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor any Dealer has
authorised, nor do they authorise, the making of any offer of Covered Bonds in circumstances in which an
obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such offer.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Covered Bonds 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 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 Directive 2014/65/EU (as amended,
"EU MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended "IDD"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of EU MiFID
II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for
offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available
to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
EU MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ("ECPS") ONLY TARGET MARKET Solely for the purposes of the
manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has
led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and
professional clients only, each as defined in EU MiFID II; and (ii) all channels for distribution of the
Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Covered Bonds (an "EU distributor") should take into consideration
the manufacturer's target market assessment; however, an EU distributor subject to EU MiFID II is
responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either
adopting or refining the manufacturer's target market assessment) and determining appropriate distribution
channels.

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 09RCB
EXECUTION VERSION
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds 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 of Regulation (EU) No
2017/565 as it forms part of the laws of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or
regulations made under the FSMA to implement 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 the laws of the United Kingdom 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 the laws of the United Kingdom by
virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of the laws of the United Kingdom by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MiFIR product governance / Professional investors and ECPs only target market Solely for the
purposes of the
Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is only eligible
COBS
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of the laws of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for
distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Covered Bonds (a "UK distributor") should
take into cons
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
Covered Bonds (by either adopting
target market assessment) and
determining appropriate distribution channels.

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 09RCB
EXECUTION VERSION
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 20 May 2022 and the supplemental Base Prospectus
dated 22 September 2022, which together constitute a base prospectus (the "Base Prospectus") for the
purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Covered Bonds
described herein for the purposes of Article 8 of the Prospectus Regulation and must be read in conjunction
with the Base Prospectus including any supplement hereto in order to obtain all relevant information. Full
information on the Issuer and the offer of the Covered Bonds is only available on the basis of the
combination of these Final Terms and the Base Prospectus. The Base Prospectus including any supplement
thereto is available for viewing at www.rabobank.com/en/investors/funding/covered-bonds/retained-
covered-bonds.html# and during normal business hours at the registered office of the Issuer, currently at
Croeselaan 18, 3521 CB Utrecht, the Netherlands and copies may be obtained from the Issuer at that
address.
Any
information
contained
in
or
accessible
through
any
website,
including
https://www.rabobank.com/en/home/index.html, does not form a part of the Base Prospectus and/or these
Final Terms and has not been scrutinised or approved by the AFM, unless specifically stated in the Base
Prospectus, in any supplement hereto or in any document incorporated or deemed to be incorporated by
reference in the Base Prospectus that all or any portion of such information is incorporated by reference in
the Base Prospectus.
Each potential investor in the Covered Bonds must determine the suitability of that investment in light of
its own circumstances. A potential investor should not invest in Covered Bonds which are complex financial
instruments unless it has the expertise (either alone or with a financial adviser) to evaluate how the Covered
Bonds will perform under changing conditions, the resulting effects on the value of the Covered Bonds and
the impact this investment will have on the potential investor's overall investment portfolio.
1.
(i)
Issuer:
Coöperatieve Rabobank U.A.

(ii)
CBC:
Rabo Covered Bond Company 2 B.V.
2.
(i)
Series Number:
09RCB

(ii)
Tranche Number:
1

(iii)
Date on which the Covered Not Applicable
Bonds become fungible:
3.
Currency:
Euro
4.
Aggregate Nominal Amount:

(i)
Series:
EUR 7,500,000,000

(ii)
Tranche:
EUR 7,500,000,000
5.
Issue Price:
99.998 per cent. of the Aggregate Nominal Amount
6.
(i)
Specified Denominations:
EUR 100,000

(ii)
Calculation Amount:
EUR 100,000
7.
(i)
Issue Date:
28 October 2022

(ii)
Interest Commencement Date: Issue Date
8.
(i)
Final Maturity Date:
28 October 2031

(ii)
Extended Due for Payment The Specified Interest Payment Date falling in or
Date:
nearest to October 2032
9.
Interest Basis:
3.375 per cent. Fixed Rate from, and including the
Interest Commencement Date to, but excluding the

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 09RCB
EXECUTION VERSION
Final Maturity Date. Thereafter, 1 month EURIBOR
plus 0.10 per cent. per annum Floating Rate
(further particulars specified below)
10.
Redemption/Payment Basis:
Subject to any purchase and cancellation or early
redemption and subject to Condition 3 (The
Guarantee), the Covered Bonds will be redeemed on
the Final Maturity Date at 100 per cent. of their
nominal amount
11.
Change of Interest Basis:
In accordance with paragraphs 14 and 15 below
12.
Call Option(s):
Not Applicable
13.
(i)
Status of the Covered Bonds:
Unsubordinated, unsecured, guaranteed European
covered bonds (premium)

(ii)
Status of the Guarantee:
Unsubordinated, secured (indirectly, through a
parallel debt), unguaranteed
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Covered Bond Provisions Applicable

(i)
Rate of Interest:
3.375 per cent. per annum payable annually in arrear
on each Interest Payment Date (provided however
that after the date when the Guaranteed Final
Redemption Amount is Due for Payment (the
"Extension Date"), interest shall be payable
monthly)

(ii)
Interest Payment Date(s):
28 October in each year up to and including the Final
Maturity Date (provided however that after the
Extension Date, the Interest Payment Date shall be
monthly and the first Interest Payment Date
following the Extension Date shall be 28 November
2031 in accordance with paragraph 15 below)

(iii)
Fixed Coupon Amount(s):
EUR 3,375 per Calculation Amount

(iv)
Broken Amount(s):
Not Applicable

(v)
Day Count Fraction:
Actual/Actual (ICMA)

(vi)
Determination Date(s):
28 October in each year

(vii)
Business Day Convention
Following Business Day Convention, Unadjusted

(viii) Additional Business Centre(s): Amsterdam
15.
Floating Rate Covered Bond Applicable as of and including the Final Maturity
Provisions
Date

(i)
Interest Period(s):
1 month

(ii)
Specified Period:
Not Applicable

(iii)
Specified Interest Payment The 28th day of each month, commencing on the date
Dates:
falling one month after the Final Maturity Date (the
"First Interest Payment Date"), up to, and
including the Extended Due for Payment Date,

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 09RCB
EXECUTION VERSION
subject to adjustment in accordance with the
Business Day Convention set out in (iv) below

(iv)
Business Day Convention:
Modified Following Business Day Convention

(v)
Unadjusted:
No

(vi)
Additional Business Centre(s): Amsterdam

(vii)
Manner in which the Rate(s) of Screen Rate Determination
Interest and Interest Amount(s)
is/are to be determined:

(viii) Calculation Agent
Principal Paying Agent

(ix)
Screen Rate Determination:
Applicable

Reference Rate:
1 month EURIBOR

Interest Determination Date(s): The second day on which TARGET2 is open prior to
the start of each Interest Period

Relevant Screen Page:
Reuters EURIBOR01

Location of Reference Banks:
As per the Conditions

(x)
ISDA Determination:
Not Applicable

(xi)
Margin(s):
0.10 per cent. per annum

(xii)
Minimum Rate of Interest:
0.00 per cent. per annum

(xiii) Maximum Rate of Interest:
Not Applicable

(xiv) Day Count Fraction:
Actual/360
16.
Zero Coupon Covered Bond Not Applicable
Provisions
PROVISIONS RELATING TO REDEMPTION
17.
Issuer Cal
Not Applicable
18.
Final Redemption Amount of each EUR 100,000 per Calculation Amount
Covered Bond
19.
Early Redemption Amount of each
Covered Bond

Early Redemption Amount per As set out in Condition 6 (Redemption and Purchase)
Calculation Amount payable on
redemption for taxation reasons, or on
acceleration following an Issuer Event
of Default as against the Issuer or a CBC
Event of Default or other early
redemption:
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
20.
Form of Covered Bonds:
Bearer form

Temporary Global Covered Bond exchangeable for a
Permanent Global Covered Bond which is
exchangeable for Definitive Covered Bonds only

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 09RCB
EXECUTION VERSION
upon an Exchange Event, subject to mandatory
provisions of applicable laws and regulations
21.
New Global Note:
Not Applicable
22.
Exclusion of set-off:
Not Applicable
23.
For the purposes of Condition 13, Yes, in the Financial Times
notices to be published in a newspaper:
24.
Additional Financial Centre(s):
Not Applicable
25.
Talons for future Coupons or Receipts Not Applicable
to be attached to Definitive Covered
Bonds (and dates on which such Talons
mature):
26.
Consolidation provisions:
The provisions of Condition 16 (Further Issues)
apply
27.
Relevant Benchmark:
EURIBOR is provided by the European Money
Markets Institute. As at the date hereof, European
Money Markets Institute, in respect of Euribor,
appears on the register of administrators and
benchmarks established and maintained by ESMA
pursuant to Article 36 of the Benchmark Regulation
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. The CBC accepts
responsibility for the information relating to the CBC contained in these Final Terms. To the best of the
knowledge of the Issuer and the CBC the information contained in these Final Terms (in the case of the
CBC, the information relating to the CBC) is in accordance with the facts and makes no omission likely to
affect its import.
Signed on behalf of the Issuer:
Signed on behalf of the CBC:
Managing Director: Intertrust Management B.V.
By: E. van Dijk
By:
Henri Kröner
proxy holder
Duly authorized
Duly authorised
By:
By:
Kristina Adamovich
Duly authorised
Duly authorised
Proxyholder

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 09RCB
EXECUTION VERSION
PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

(i)
Listing:
Euronext Amsterdam

(ii)
Admission to trading:
Application has been made by the Issuer (or on
its behalf) for the Covered Bonds to be admitted
to trading on Euronext Amsterdam with effect
from the Issue Date

(iii)
Estimate of total expenses related to EUR 7,800
admission to trading:

2.
RATINGS

Ratings:
The Covered Bonds to be issued are expected to
be rated:

Moody's: Aaa

Moody's France SAS is established in the EEA
and registered under Regulation (EC) No
1060/2009, as amended (the "CRA Regulation")
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in Section 1.5 Subscription and Sale, so far as the Issuer is aware, no person
involved in the issue of the Covered Bonds has an interest material to the offer.

4.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS
(i)
Reasons for the offer:
See "Use of Proceeds" wording in Base
Prospectus
(ii)
Estimated net proceeds:
EUR 7,499,850,000

5.
YIELD (Fixed Rate Covered Bonds only)

Indication of yield:
3.375 per cent. per annum

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)
ISIN Code:
NL00150015W7
(ii)
Common Code:
255010506
(iii)
CFI:
DBFNFB
(iv)
FISN:
Cooperatieve Ra/3.375 Bd 20311028
(v)
Other relevant code:
Not applicable

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 09RCB
EXECUTION VERSION
(vi)
Intended to be held in a manner which Yes
would allow Eurosystem eligibility:
Note that the designation "yes" simply means that
the Covered Bonds are intended upon issue to be
deposited with Euroclear Netherlands and does
not necessarily mean that the Covered Bonds will
be recognized 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.

(vii) Any clearing system(s) other than Euroclear Euroclear Netherlands
Bank SA/NV and Clearstream Banking,
société anonyme and the relevant
identification number(s):
(viii) Delivery:
Delivery free of payment
(ix)
Names and addresses of additional Paying Not Applicable
Agent(s) (if any):
7.
DISTRIBUTION
(i)
Method of distribution:
Non-syndicated
(ii)
(a)
If syndicated, names of Managers: Not Applicable

(b)
Stabilising Manager(s) (if any):
Not Applicable
(iii)
If non-syndicated, name of Dealer(s):
Coöperatieve Rabobank U.A.
(iv)
U.S. selling restrictions:
Regulation S Compliance Category 2 and
TEFRA D
(v)
ERISA:
No
(vi)
Applicable Netherlands / Global selling As set out in the Base Prospectus
restriction:
(vii) Prohibition of Sales to Belgian Consumers: Applicable
(viii) Additional selling restrictions:
Not Applicable