Obligation Rabobank 1.875% ( XS2429208999 ) en GBP

Rabobank

93.33 % ▲

Pays-bas

XS2429208999 ( en GBP )

1.875% par an ( paiement annuel )

11/07/2028

Prospectus brochure de l'obligation Rabobank XS2429208999 en GBP 1.875%, échéance 11/07/2028

12/07/2025 ( Dans 119 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 GBP, avec le code ISIN XS2429208999, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 11/07/2028

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: 3234A
TRANCHE NO: 1
GBP 400,000,000 Fixed Rate Reset Callable Non-Preferred Senior Notes 2022 due
12 July 2028 (the "Notes")
Issue Price: 99.865 per cent.
HSBC
NatWest Markets
Nomura
Rabobank
RBC Capital Markets

The date of these Final Terms is 10 January 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, subject to
the distributor's suitability and appropriateness obligations under MiFID II, as applicable. For the purposes
of this provision, "manufacturer" means any Manager that is a manufacturer under MiFID II.
UK MiFIR 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 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
A46933340

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. For the purposes of this provision,
"manufacturer" means any Manager that is a manufacturer under UK MiFIR.
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
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.
Singapore SFA Product Classification: In connection with Section 309B of the Securities and
Futures Act (Chapter 289) 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 12 May 2021 and the Supplemental
Prospectuses dated 13 August 2021 and 19 November 2021 (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
2

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:
3234A

(ii) Tranche Number:
1

(iii) Date on which the Notes become fungible:
Not Applicable
3
Specified Currency or Currencies:
Pound Sterling ("GBP")
4
Aggregate nominal amount:

(i) Series:
GBP 400,000,000

(ii) Tranche:
GBP 400,000,000
5
Issue Price:
99.865 per cent. of the aggregate nominal
amount
6
(i) Specified Denominations:
GBP 100,000

(ii) Calculation Amount:
GBP 100,000
7
(i) Issue Date:
12 January 2022

(ii) Interest Commencement Date:
As specified in Condition 1

8
Maturity Date:
12 July 2028
9
Interest Basis:
1.875 per cent. to be reset on the Optional
Redemption Date Fixed Rate Reset
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
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 Not Applicable
be no gross-up for withholding tax):

(iii) Date of approval for issuance of Notes Not Applicable
obtained:

3

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:
1.875 per cent. per annum payable annually
in arrear

(ii) Interest Payment Date(s):
12 July in each year commencing on 12 July
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

(iii) First Reset Date:
12 July 2027

(iv) Second Reset Date:
Not Applicable

(v) Anniversary Date(s):
Not Applicable

(vi) Reset Determination Date(s):
The provisions of the Terms and Conditions
of the Non-Preferred Senior Notes shall
apply.

(vii) Reset Rate:
Reference Bond Rate

(viii) Swap Rate Period:
Not Applicable

(ix) Screen Page:
Not Applicable

(x) Fixed Leg:
Not Applicable

(xi) Floating Leg:
Not Applicable

(xii) Margin(s):
+1.05 per cent. per annum

(xiii) Fixed Coupon Amount in respect of the
GBP 1,875 per Calculation Amount
period from (and including) the Interest
Commencement Date up to (but excluding)
the First Reset Date:

(xiv) Broken Amount(s):
In respect of the Short First Coupon,
GBP 929.79 per Calculation Amount,
payable on the First Interest Payment Date

(xv) Day Count Fraction (Condition 1(a)):
Actual/Actual-ICMA

(xvi) Determination Date(s) (Condition 1(a)):
12 July in each year

(xvii)
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 CMS Linked Note Provisions
Not Applicable
4

21 Variable Rate Note Provisions
Not Applicable

PROVISIONS RELATING TO REDEMPTION
22 Call Option
Applicable

(i) Optional Redemption Date(s):
12 July 2027

(ii) Optional Redemption Amount(s) of each GBP 100,000 per Calculation Amount
Note and method, if any, of calculation of
such amount(s):
(i ii) Minimum Redemption Amount:
GBP 100,000 per Calculation Amount

Maximum Redemption Amount:
GBP 100,000 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 relevant Optional
Redemption Date
23 Put Option
Not Applicable
24 Automatic Early Redemption
Not Applicable
25 Regulatory Call
Not Applicable
26 MREL Disqualification Event Call
Applicable
27 Early Redemption Amount

Early Redemption Amount(s) payable per
GBP 100,000 per Calculation Amount
Calculation Amount 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)):

28 Final Redemption Amount of each Note
GBP 100,000 per Calculation Amount
29 Substitution and Variation
Applicable
30 Alignment Event
Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES
31 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. 3
December 2022) which is exchangeable for
Definitive Notes at any time/in the limited
circumstances specified in the permanent
Global Note
32 New Global Notes:
Yes
5

33 Financial Centre(s):
Condition 7(i)(i)(A) of the Non-Preferred
Senior Notes applies.
34 Prohibition of Sales to EEA Retail Investors:
Applicable
35 Relevant Benchmark(s):
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.

Signed on behalf of the Issuer
By: Qingyi Kong

Duly authorised

6

PART B OTHER INFORMATION
1 L
isting

(i) Listing:
Luxembourg Stock Exchange
(ii) Admission to trading:
Application has been made for the Notes to
be admitted to trading on the Regulated
Market of the Luxembourg Stock Exchange
with effect from the Issue Date
(iii) Estimate of total expenses related to
EUR 4,300
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 expectations of low
default risk. It indicates strong capacity for
payment of financial commitments, but may,
nevertheless, be more vulnerable to
adverse business or economic conditions
than is the case for higher ratings. The
modifier "+" is appended to denote the
relative status within the rating category.

Moody's: A3
As defined by Moody's, obligations rated A
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, an `A' rating means that
the Notes are somewhat more susceptible
to the adverse effects of changes in
circumstances and economic conditions
than obligations in higher-rated categories.
However, the Issuer's capacity to meet its
financial commitment on the obligation 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.
7

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:
GBP 398,460,000

5 Y
ield

Indication of yield:
1.902 per cent.
The yield is calculated at the Issue
Date on the basis of the Issue Price. It
is NOT an indication of future yield.
6 O
perational 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:
XS2429208999
(iii) Common Code:
242920899
(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
(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
8

Street, London EC2N 2DB, United
Kingdom
7

Distribution

(i) Method of distribution:
Syndicated
(ii) If syndicated, names of Managers:
Coöperatieve Rabobank U.A.
HSBC Bank plc
NatWest Markets N.V.
Nomura Financial Products Europe
GmbH
RBC Europe Limited
(iii) Stabilising Manager(s) (if any):
Coöperatieve Rabobank U.A.
(iv) If non-syndicated, name of Dealer:
Not Applicable
(v) Applicable TEFRA exemption:
TEFRA D
(vi) Prohibition of Sales to Belgian Consumers:
Applicable

9