Obligation Rabobank 1.55% ( XS2595692067 ) en JPY

Rabobank

100 % ⇌

Pays-bas

XS2595692067 ( en JPY )

1.55% par an ( paiement annuel )

14/03/2028

Prospectus brochure de l'obligation Rabobank XS2595692067 en JPY 1.55%, échéance 14/03/2028

14/03/2026 ( Dans 364 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 JPY, avec le code ISIN XS2595692067, paye un coupon de 1.55% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/03/2028

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: 3267A
TRANCHE NO: 1
JPY 20,000,000,000 Fixed Rate Reset Dated Subordinated Notes 2023 due 14 March 2033 (the "Notes")
Issue Price: 100.00 per cent.
Natixis
The date of these Final Terms is 10 March 2023
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 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

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(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 18 May 2022 and the supplemental prospectuses dated 11 August
2022, 6 September 2022, 16 December 2022 and 9 February 2023 (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:
3267A

(ii)
Tranche Number:
1

(iii)
Date on which the Notes Not Applicable
become fungible:
3.
Specified Currency or Currencies:
Japanese Yen ("JPY")
4.
Aggregate Nominal Amount:

(i)
Series:
JPY 20,000,000,000

(ii)
Tranche:
JPY 20,000,000,000
5.
Issue Price:
100 per cent. of the aggregate nominal amount
6.
(i)
Specified Denominations:
JPY 100,000,000

(ii)
Calculation Amount:
JPY 100,000,000
7.
(i)
Issue Date:
14 March 2023

(ii)
Interest Commencement Date: As specified in Condition 1
8.
Maturity Date:
14 March 2033
9.
Interest Basis:
1.55 per cent. to be reset on 14 March 2028
Fixed Rate Reset
(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
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11 Change of Interest or Redemption/Payment Not Applicable
Basis:
12. Alternative Currency Equivalent:
Not Applicable
13. Put/Call
Options/Automatic
Early Call Option
Redemption:
(further particulars specified below)
14.
(i)
Status of the Notes:
Dated Subordinated the Terms and Conditions of the
Dated Subordinated Notes shall apply

(ii)
Domestic Note (if Domestic No
Note, there will be no gross-up
for withholding tax):

(iii)
Date of approval for issuance 21 February 2023
of Notes 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:
1.55 per cent. per annum payable semi-annually in
arrear

(ii)
Interest Payment Dates:
14 March and 14 September in each year, commencing
on and including 14 September 2023 (the "First
Interest Payment Date") up to and including the
Maturity Date

(iii)
First Reset Date:
14 March 2028

(iv)
Second Reset Date:
Not Applicable

(v)
Anniversary Date(s):
Not Applicable

(vi)
Reset Determination Date(s):
The day falling two Tokyo Business Days prior to the
First Reset Date

(vii)
Reset Rate:
Reference Bond Rate

(viii) Reference Bond:
JGB 0.5% 20 December 2032 / JB 369 (ISIN
JP1103691P11)

(ix)
Swap Rate Period:
Not Applicable

(x)
Screen Page:
Not Applicable

(xi)
Fixed Leg:
Not Applicable

(xii)
Floating Leg:
Not Applicable

(xiii) Margin(s):
+ 1.053 per cent per annum

(xiv)
Fixed Coupon Amount in JPY 775,000 per Calculation Amount
respect of the period from (and
including)
the
Interest
Commencement Date up to
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(but excluding) the First Reset
Date:

(xv)
Broken Amount(s):
Not Applicable

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

(xvii) Determination
Date(s) 14 March and 14 September in each year
(Condition 1(a)):

(xviii) Party
responsible
for Calculation Agent
calculating the 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. 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): 14 March 2028

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

(iii)
If redeemable in part:

Minimum
Redemption Not Applicable
Amount:

Maximum
Redemption Not Applicable
Amount:

(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 Optional Redemption Date
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30. Put Option
Not Applicable
31. Automatic Early Redemption
Not Applicable
32. Early Redemption Amount

Early Redemption Amount(s) payable per JPY 100,000,000 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 JPY 100,000,000 per Calculation Amount
except 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 Not Applicable
Linked 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 Not Applicable
redemption of the Notes, if different from
those set out in the Conditions
GENERAL PROVISIONS APPLICABLE TO THE NOTES
42. 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. 2 February
2024) which is exchangeable for Definitive Notes in
the limited circumstances specified in the permanent
Global Note
43. New Global Notes:
No
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44. Financial Centre(s) (Condition 10(h) of the Tokyo and TARGET
Senior Preferred Notes or Condition 7(i) of
the Senior Preferred MREL Notes, Non- Condition 7(i)(i)(A) of the Dated Subordinated Notes
Preferred Senior Notes or Dated applies
Subordinated Notes) or other special
provisions relating to payment dates:
45. Details relating to Partly Paid Notes: amount Not Applicable
of 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 Not Applicable
of 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 Senior Preferred
MREL Notes, Non- Preferred Senior Notes
or Dated Subordinated Notes:
49. Relevant Benchmark:
Not Applicable

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Signed on behalf of the Issuer

By: E. van Dijk
Duly Authorised

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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 Not Applicable
related to 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. It
indicates strong capacity for payment of financial
commitments. 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 upper end of that generic rating
category.
S&P: BBB+
As defined by S&P, a "BBB" rating means the
Issuer has adequate capacity to meet its financial
commitments, but the Notes are more subject to
adverse economic conditions. 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.

3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE OFFER
So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material
to the offer. The Dealer and its 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
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Reasons for the offer:
See "Use of Proceeds" wording in Base
Prospectus

Estimated net proceeds:
JPY 20,000,000,000
5
YIELD

Indication of Yield:
1.55 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)
Intended to be held in a No. Whilst the designation is specified as "no" at
manner which would allow the date of these Final Terms, should the
Eurosystem eligibility:
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:
XS2595692067

(iii)
Common Code:
259569206

(iv)
German WKN-code:
Not Applicable

(v)
Private Placement number:
Not Applicable

(vi)
CUSIP Number:
Not Applicable

(vii)
CFI:
DTFXFB

(viii) FISN:
COOPERATIEVE RA/1.55 MTN 20330314

(ix)
Any clearing system(s) other Not Applicable
than
Euroclear
and
Clearstream, Luxembourg and
the relevant identification
number(s):

(x)
Delivery:
Delivery against payment

(xi)
Names and addresses of Not Applicable
additional Paying/Delivery
Agent(s) (if any):

(xii)
Names (and addresses) of Deutsche Bank AG, London Branch, Winchester
Calculation Agent(s):
House, 1 Great Winchester Street, London EC2N
2DB, United Kingdom

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7.
DISTRIBUTION

(i)
Method of distribution:
Non-syndicated
(ii)
If syndicated, names of Not Applicable
Managers:
(iii)
Stabilising Manager(s) (if Not Applicable
any):
(iv)
If non-syndicated, name of Natixis
Dealer:
(v)
Applicable TEFRA exemption: TEFRA D
(vi)
Prohibition of Sales to EEA Applicable
Retail investors:
(vii)
Prohibition of Sales to Belgian Applicable
Consumers:
(viii) Additional selling restrictions: Not Applicable

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