Obligation Rabobank 3.758% ( US74977RDP64 ) en USD

Rabobank

90.16 % ▼

Pays-bas

US74977RDP64 ( en USD )

3.758% par an ( paiement semestriel )

05/04/2033

Prospectus brochure de l'obligation Rabobank US74977RDP64 en USD 3.758%, échéance 05/04/2033

/

/

74977RDP6

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

06/04/2025 ( Dans 22 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 USD, avec le code ISIN US74977RDP64, paye un coupon de 3.758% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/04/2033

L'Obligation émise par Rabobank ( Pays-bas ) , en USD, avec le code ISIN US74977RDP64, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Rabobank ( Pays-bas ) , en USD, avec le code ISIN US74977RDP64, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

EXECUTION VERSION
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: 3242A
TRANCHE NO: 1
USD 1,000,000,000 3.758 per cent Callable Fixed Rate Reset Notes 2022 due 6 April 2033 (the
"Notes")
Issue Price: 100.000 per cent.
Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
Goldman Sachs Bank Europe SE
Morgan Stanley & Co. LLC
Rabo Securities USA, Inc. (an affiliate of the Issuer)

The date of these Final Terms is 30 March 2022
MiFID II product governance / Professional investors and ECPs only target market Solely for the
purposes of each 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 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.
UK MiFIR 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 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 manufacturer's 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 manufacturer`s target market
assessment) and determining appropriate distribution channels.

EXECUTION VERSION

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 Directive
2014/65/EU (as amended, "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 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 12 May 2021 and the Supplemental
Prospectuses dated 13 August 2021, 19 November 2021 and 10 February 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.
THE NOTES REFERRED TO HEREIN THAT ARE REPRESENTED BY A RESTRICTED GLOBAL
CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A
UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON
ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE
AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES
ACT FOR RESALES OF NOTES REPRESENTED BY A RESTRICTED GLOBAL CERTIFICATE
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:
3242A

(ii) Tranche Number:
1

(iii) Date on which the Notes become fungible:
Not Applicable
3
Specified Currency or Currencies:
U.S. Dollars ("USD")
4

Aggregate nominal amount:

(i)
Series:
USD 1,000,000,000

(ii) Tranche:
USD 1,000,000,000
5
Issue Price:
100.000 per cent. of the aggregate nominal
amount

6
(i)
Specified Denominations:
USD 250,000 and integral multiples of USD
1,000 in excess thereof

(ii) Calculation Amount:
USD 250,000
7
(i)
Issue Date:
6 April 2022
(ii) Interest Commencement Date:
As specified in Condition 1
8
Maturity Date:
6 April 2033
9
Interest Basis:
3.758 per cent. to be reset on 6 April 2032
10 Redemption/Payment Basis:
Subject to any purchase and cancellation or
early redemption, the Notes will be redeemed
on the Maturity Date at 100.000 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
14 (i) Status of the Notes:
Non-Preferred Senior the Terms and
Conditions of the Non-Preferred Senior 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 Not Applicable
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:
3.758 per cent. per annum payable semi-
annually in arrear

(ii) Interest Payment Date(s):
6 October and 6 April in each year,
commencing on 6 October 2022 up to and
including the Maturity Date

(iii) First Reset Date:
6 April 2032

(iv) Reset Rate:
A rate per annum equal to the applicable 1-yr
U.S.
Treasury
Rate
on
the
Reset
Determination Date, plus the Margin

(v) Second Reset Date:
Not Applicable

(vi) Anniversary Date(s):
Not Applicable

(vii) Reset Determination Date(s):
2 April 2032

(viii) Swap Rate Period:
Not Applicable

(ix) Screen Page:
Not Applicable

(x) Fixed Leg:
Not Applicable

(xi) Floating Leg:
Not Applicable

(xii) Margin:
142 bps

(xiii) Fixed Coupon Amount in respect of the USD 4697.5 per Calculation Amount
period from (and including) the Interest

Commencement Date up to (but excluding)
the First Reset Date:

(xiv) Broken Amount:
Not Applicable

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

(xvi) Determination Date(s) (Condition 1(a)):
Not Applicable

(xvii) Party responsible for calculating the Rates Calculation Agent
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:
6 April 2032
(ii) Optional Redemption Amount(s) of each
USD 250,000 per Calculation Amount
Note and method, if any, of calculation of
such amount(s):

(iii)
Minimum Redemption Amount:
USD 250,000 per Calculation Amount
Maximum Redemption Amount:
USD 250,000 per Calculation Amount
(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 Optional Redemption
Date.
30 Put Option
Not Applicable
31 Automatic Early Redemption
Not Applicable
32 Early Redemption Amount

Early Redemption Amount(s) payable per USD 250,000 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:
Non-Preferred Senior Notes:

(a) on the occurrence of an event described in
Condition 10; or (b) for taxation reasons
(Condition
6(d));
or
(c)
for
a
MREL
Disqualification Event (Condition 6(e)):

33 Regulatory Call
Not Applicable
34 MREL Disqualification Event Call
Applicable
35 Substitution and Variation
Applicable
36 Alignment Event
Applicable
37 Final Redemption Amount (all Notes except
USD 250,000 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

Restricted Global Certificate exchangeable for
Definitive
Certificates
in
the
limited
circumstances specified in the restricted
Global Certificate (for Notes issued pursuant
to Rule 144A)
Unrestricted Global Certificate registered in
the name of a nominee for DTC exchangeable
for Definitive Certificates in the limited
circumstances specified in the unrestricted
Global Certificate (for Notes issued pursuant
to Regulation S)
43 New Global Notes:
No
44 Financial Centre(s) Condition 7(i) of the Non-
Condition 7(i)(i)(A) of the Non-Preferred
Preferred Senior Notes) or other special
Senior Notes applies
provisions relating to payment dates:
Additional Financial Centre: London
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 14(a)
of the Senior Preferred Notes or Condition 11(a)
of the Non-Preferred Senior Notes or Dated
Subordinated Notes:
49 Prohibition of Sales to EEA Retail Investors:
Applicable
50 Relevant Benchmark
Not Applicable

[Signature Page Follows]

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 a high credit quality and
denotes expectations of low default risk. It
indicates strong capacity for payment of financial
commitments
and
this
capacity
may,
nevertheless, be more vulnerable to adverse
business or economic conditions than is the case
for higher ratings. The modifier "+" is appended
to denote relative status within the rating
category.

Moody's: A3
As defined by Moody's, obligations rated A3 are
judged to be upper-medium grade and are
subject to low credit risk. The modifier 3 indicates
that the obligation ranks in the lower-range of its
generic rating category.

S&P: A-
As defined by S&P, Notes rated `A' are somewhat
more susceptible to the adverse effects of
changes in circumstances and economic
conditions than notes in higher-rated categories.
However, the Issuer's capacity to meet its
financial commitment on the obligations is still
strong. The `A' rating is modified by the addition
of a minus (-) sign to show relative standing within
the `A' 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
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:
USD 996,500,000

5 Yield (Fixed Rate Notes only)

Indication of yield:
Not Applicable
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:
Rule 144A: US74977RDP64
Regulation S: US74977SDP48
(iii) Common Code:
Rule 144A: 246635455
Regulation S: 246635463
(iv) German WKN-code:
Not Applicable
(v) Private Placement number:
Not Applicable
(vi) CUSIP Number:
Rule 144A: 74977R DP6
Regulation S: 74977S DP4
(vii) Any clearing system(s) other than
The Depository Trust Company
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
Deutsche Bank Trust Company Americas
Agent(s):
1 Columbus Circle, 17th Floor
New York, NY 10019
7 Distribution

(i)
Method of distribution:
Syndicated
(ii) If syndicated, names of Joint Lead
Barclays Capital Inc.
Managers:
Credit Suisse Securities (USA) LLC

Document Outline

#9">PART B … OTHER INFORMATION