Obligation Rabobank 1.5% ( XS1811812574 ) en EUR

Rabobank

100 % ⇌

Pays-bas

XS1811812574 ( en EUR )

1.5% par an ( paiement annuel )

26/04/2038 - Obligation échue

Prospectus brochure de l'obligation Rabobank XS1811812574 en EUR 1.5%, échue

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 XS1811812574, paye un coupon de 1.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 26/04/2038

RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 8CB TRANCHE 2
FINAL TERMS
1 February 2019
COÖPERATIEVE RABOBANK U.A.
(RABOBANK)
(incorporated in The Netherlands with its statutory seat in Amsterdam and registered in the Commercial Register
of the Chamber of Commerce under number 30046259
Issue of 125,000,000 1.5 per cent. Fixed Rate Covered Bonds due 26 April 2038 (the "Covered Bonds")
(to be consolidated and form a single series with the 1,250,000,000 1.5 per cent. Fixed Rate Covered Bonds
due 26 April 2038 issued on 26 April 2018 (the "Existing Covered Bonds"))
Guaranteed as to payment of principal and interest by
Rabo Covered Bond Company B.V.
under the 25,000,000,000
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 which has implemented the Prospectus
Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive,
as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Covered
Bonds. Accordingly any person making or intending to make an offer in that Relevant Member State of the 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 Directive or supplement a prospectus pursuant to Article 16 of the
Prospectus Directive, 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 any other circumstances. The expression "Prospectus
Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the
extent implemented in the relevant Member State) and includes any relevant implementing measures in the Relevant
Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
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 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 ("MiFID II"); (ii) a customer
within the meaning of Directive 2002/92/EC ("IMD"), 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 Directive 2003/71/EC
(as amended, the "Prospectus Directive"). Consequently no key information document required by Regulation (EU)
No 1286/2014 (the "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 PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ("ECPS") ONLY TARGET MARKET Solely for the purposes of each 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
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 (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 Covered Bonds (by either adopting
or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

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RABOBANK CB DRAWDOWN
FINAL TERMS SERIES 8CB TRANCHE 2
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 4 June 2018, the first supplemental Base Prospectus dated 16
August 2018 and the second supplemental Base Prospectus dated 24 October 2018 which together constitutes a base
prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive, provided that solely for the purpose
of Condition 7 (Taxation) sub (iv) and (c) and (d) of the sixth paragraph of Condition 14 (Meetings of Covered
Bondholders, Modification and Waiver), the Issue Date shall be deemed to be 26 April 2018. This document
constitutes the Final Terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus
Directive and must be read in conjunction with the Base Prospectus. 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 is available for viewing at www.rabobank.com/en/investors 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.
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 B.V.
2.
(i)
Series Number:
8CB

(ii)
Tranche Number:
2

(iii)
Date on which the Covered Bonds The Covered Bonds shall be consolidated, form a single
become fungible:
series and be interchangeable for trading purposes with the
Existing Covered Bonds on the date falling 40 days after
the Issue Date
3.
Specified Currency or Currencies:
Euro ("EUR")
4.
Aggregate Nominal Amount:

(i)
Series:
EUR 1,375,000,000

(ii)
Tranche:
EUR 125,000,000
5.
Issue Price:
101.134 per cent. of the Aggregate Nominal Amount (plus
interest accrued in respect of the period from and including
26 April 2018 to but excluding the Issue Date in the amount
of EUR 1,458,904.11)
6.
Specified Denominations:
EUR 100,000

Calculation Amount
EUR 100,000
7.
(i)
Issue Date:
4 February 2019

(ii)
Interest Commencement Date:
26 April 2018
8.
(i)
Final Maturity Date:
26 April 2038
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(ii)
Extended Due for Payment Date:
The Specified Interest Payment Date falling in or nearest
to April 2039
9.
Interest Basis:
1.5 per cent. Fixed Rate from, and including, the Interest
Commencement Date to, but excluding, the Final Maturity
Date. Thereafter, one month EURIBOR +0.08 per cent.
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 100.00 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

(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:
1.5 per cent. per annum payable annually in arrear on each
Interest Payment Date

(ii)
Interest Payment Dates:
26 April in each year up to and including the Final Maturity
Date (provided however that after the date when the
Guaranteed Final Redemption Amount is Due for Payment
(the "Extension Date"), the Interest Payment Date shall be
monthly and the first Interest Payment Date following the
Extension Date shall be 26 May 2038 in accordance with
paragraph 15 below)

(iii)
Fixed Coupon Amount:
EUR 1,500 per Calculation Amount

(iv)
Broken Amount(s):
Not Applicable

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

(vi)
Determination Date(s):
26 April in each year

(vii)
Business Day Convention
Following Business Day Convention, Unadjusted
15.
Floating Rate Covered Bond Provisions
Applicable

(i)
Interest Period:
1 month

(ii)
Specified Period:
Not Applicable

(iii)
Specified Interest Payment Dates:
The 26th day of each month, commencing on the date
falling one month after the Final Maturity Date, up to, and
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FINAL TERMS SERIES 8CB TRANCHE 2
including the Extended Due for Payment Date, 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:
Yes

(vi)
Additional Business Centre(s):
Not Applicable

(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)
+ 0.08 per cent. per annum
(xii)
Minimum Rate of Interest
Not Applicable
(xiii)
Maximum Rate of Interest
Not Applicable
(xiv)
Day Count Fraction
Actual/360
16.
Zero Coupon Covered Bond Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
17.
Issuer Call
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 Calculation As set out in Condition 6 (Redemption and Purchase)
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:
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FINAL TERMS SERIES 8CB TRANCHE 2
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 upon an Exchange
Event, subject to mandatory provisions of applicable laws
and regulations.
21.
New Global Note
Yes
22.
Exclusion of set-off
Not Applicable
23.
For the purposes of Condition 13, notices to Yes, in the Financial Times
be published in a newspaper:
24.
Additional Financial Centre(s):
Not Applicable
25.
Talons for future Coupons or Receipts to be Not Applicable
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 does not appear in the register of administrators
and benchmarks established and maintained by ESMA
pursuant to Article 36 (Register of administrators and
benchmarks) of the Benchmark Regulation (Regulation
(EU) 2016/1011)

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.
Signed on behalf of the Issuer:
Signed on behalf of the CBC:
By:
By:

Duly authorized
Duly authorised

By:

Duly authorised

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FINAL TERMS SERIES 8CB TRANCHE 2
PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

(i)
Listing:
Luxembourg Stock Exchange

(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 the regulated market of the Luxembourg Stock
Exchange with effect from the Issue Date.
The Covered Bonds are to be consolidated and form a
single series and be interchangeable for trading
purposes with the Existing Covered Bonds on the date
falling 40 days after the Issue Date, which are listed
and admitted to trading on the regulated market of the
Luxembourg Stock Exchange.

(iii)
Estimate of total expenses related to EUR 12,600
admission to trading:
2.
RATINGS

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

Moody's: Aaa
Moody's Investors Service Ltd. is established in the
EEA and registered under Regulation (EU) 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.
YIELD (Fixed Rate Covered Bonds only)

Indication of yield:
1.432 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.
5.
OPERATIONAL INFORMATION

(i)
ISIN Code:
XS1946068696 (Temporary and fungible with
XS1811812574 40 days after the Issue Date)
(ii)
Common Code:
194606869 (Temporary and fungible with 181181257
40 days after the Issue Date)
(iii)
Other relevant code:
Not applicable
(iv)
Intended to be held in a manner which would Yes
allow Eurosystem eligibility:
Note that the designation "yes" simply means that the
Covered Bonds are intended upon issue to be deposited
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FINAL TERMS SERIES 8CB TRANCHE 2
with one of the ICSDs as common safekeeper 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.
(v)
Any clearing system(s) other than Euroclear Not Applicable
Bank SA/NV and Clearstream Banking, société
anonyme and the relevant identification
number(s):
(vi)
Delivery:
Delivery against payment
(vii)
Names and addresses of additional Paying Not Applicable
Agent(s) (if any):
6.
DISTRIBUTION
(i)
Method of distribution:
Syndicated
(ii)
(a)
If syndicated, names of Managers:
Commerzbank Aktiengesellschaft
Coöperatieve Rabobank U.A.

(b)
Stabilising Manager(s) (if any):
Not Applicable
(iii)
If non-syndicated, name of Dealer(s):
Not Applicable
(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)
Additional selling restrictions:
Not Applicable

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Document Outline

#7">1. LISTING AND ADMISSION TO TRADING