Bond RABO Structured Products 0% ( XS1533894207 ) in USD

RABO Structured Products

100 % ⇌

Netherlands

XS1533894207 ( in USD )

21/12/2046

Prospectus brochure of the bond RABOBANK STRUCTURED PRODUCTS XS1533894207 en USD 0%, maturity 21/12/2046

1 000 000 USD

30 000 000 USD

Rabobank Structured Products offer customized investment solutions combining various financial instruments to achieve specific return objectives and risk profiles tailored to individual investor needs.

The Bond issued by RABO Structured Products ( Netherlands ) , in USD, with the ISIN code XS1533894207, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/12/2046

FINAL TERMS
COÖPERATIEVE RABOBANK U.A.
(RABOBANK STRUCTURED PRODUCTS)
EUR 15,000,000,000
Structured Medium-Term Note Programme
Due from seven days to perpetuity

SERIES NO: 8353
TRANCHE NO: 1
Issue of USD 30,000,000 Callable Zero Coupon Notes 2016 due 21 December 2046
(the "Notes")

Issue Price: 100.00 per cent.

RBC Capital Markets

The date of these Final Terms is 19 December 2016

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 10 June 2016 and the
supplemental prospectuses dated 8 July 2016 and 18 August 2016 (together, the "Base Prospectus")
which together constitutes a base prospectus for the purposes of Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU) (the "Prospectus Directive"). This document
constitutes the Final Terms of the Notes 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 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 Paris 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. (Rabobank Structured
Products)
2
(a) Series Number:
8353
(b)
Tranche
Number:
1

(c) Date on which the Notes become
Not Applicable
fungible:
3 Specified
Currency
or
Currencies:
U. S. Dollar ("USD")
4
Aggregate Nominal Amount:

(a)
Series:
USD
30,000,000
(b)
Tranche:
USD
30,000,000
5
Issue Price:
100.00 per cent. of the aggregate nominal amount
6 (a)
Specified
Denominations:
USD
1,000,000
(b)
Calculation
Amount:
USD
1,000,000
7
(a) Issue Date:
21 December 2016

(a) Interest Commencement Date:
Not Applicable

(b) Trade Date:
Not Applicable
8
Scheduled Maturity Date:
21 December 2046
9
Interest Basis:
Zero Coupon Notes
Further particulars specified below
10 Change of Interest Basis:
Not Applicable
11 Redemption Basis:
The Final Redemption Amount shall be determined as
provided below
12 Settlement
Basis:
Cash
Settlement
Further particulars specified below
13 Notes linked to Underlying:
Not Applicable
2

14 Alternative Currency Equivalent:
Not Applicable

15 Redemption Prior to Maturity:

(a) Call Option/Put Option:
Call Option
Further particulars specified below
(b)
Automatic
Early
Redemption:
Not
Applicable
16 (a) Status of the Notes:
Senior Notes
(b)
Domestic
Note:
Not
Applicable

(c) Date of approval for issuance of
Not Applicable
Notes:
PROVISIONS RELATING TO THE INTEREST BASIS
17 Fixed Rate Notes:
Not Applicable
18 Floating Rate Notes:
Not Applicable
19 Zero Coupon Notes:
Applicable

(a) Amortisation Yield:
4.28 per cent. per annum, compounded annually

(b) Day Count Fraction:
30/360, unadjusted
20 Inverse Floating Rate Notes:
Not Applicable
21 CMS Linked Notes:
Not Applicable
22 Range Accrual Notes:
Not Applicable
23 Variable Rate Notes:
Not Applicable
24 Ratchet Notes:
Not Applicable
25 Conditional Coupon with No Memory 
Not Applicable
Single Underlying:
26 Conditional Coupon with No Memory  Not Applicable
Worst Performer:
27 Conditional Coupon with Memory  Not Applicable
Single Underlying:
28 Conditional Coupon with Memory  Not Applicable
Worst Performer:
29 Range Accrual Single Underlying:
Not Applicable
30 Range Accrual Worst Performer:
Not Applicable
31 Bonus Recovery Single Underlying:
Not Applicable
32 Bonus Recovery Worst Performer:
Not Applicable
33 Year-on-Year Inflation Linked Interest:
Not Applicable
34 Other Periodic Inflation Linked Interest: Not Applicable
35 Digital Interest:
Not Applicable
36 FX Linked Interest:
Not Applicable
37 FX Range Interest:
Not Applicable
PROVISIONS RELATING TO THE REDEMPTION BASIS
Automatic Early Redemption
38 Autocall Single Underlying:
Not Applicable
3

39 Autocall Worst Performer:
Not Applicable
40 Autocall (Individual Call) Single
Not Applicable
Underlying:

41 Autocall (Individual Call) Worst
Not Applicable
Performer:

Other redemption prior to maturity
42 Redemption for Taxation Reasons:

(a) Period of redemption:
At any time

(b) Notice period:
30 days

(c) Early Redemption Amount:
As set out in General Condition 1.
43 Call Option:
Applicable

(a) Optional Redemption Dates:
The Issuer has the right to call the Notes in whole, but
not in part, on each Optional Redemption Date set out
in the table in item 43(b) below.

(b) Optional Redemption Amounts:
The relevant Optional Redemption Amount shall be
the amount set out next to the corresponding Optional
Redemption Date in the table below:
Optional
Optional
Optional
Redemption
Redemption
Redemption
Date
Price
Amount per
(expressed as
Calculation
a percentage of Amount
the Calculation
("USD")
Amount )
21 December
108.743184% 1,087,431.84
2018
21 December
145.817350% 1,458,173.50
2025
21 December
195.531333% 1,955,313.33
2032
21 December
262.194464% 2,621,944.64
2039
12 December
351.585273% 3,515,852.73
2046

(i)
Early Redemption Unwind Standard Early Redemption Unwind Costs
Costs:

(c) If redeemable in part:

(i) Minimum Redemption Amount:
Not Applicable

(ii) Maximum Redemption Amount:
Not Applicable

(d) Notice period:
The Issuer shall give notice of its intention to redeem
the Notes not less than 5 days prior to the relevant
Optional Redemption Date.
44 Put Option:
Not Applicable
4

45 Redemption for Illegality or due to an

Event of Default:

(a) Early Redemption Amount:
As set out in General Condition 1

(i)
Early Redemption Unwind Standard Early Redemption Unwind Costs
Costs:
Final Redemption
46 Redemption at Par:
Applicable, being USD 1,000,000 per Calculation
Amount
47 Redemption at Discount/Premium:
Not Applicable
48 Dual Currency Redemption Single
Not Applicable
Underlying:

49 Dual Currency Redemption 
Not Applicable
Underlying Performance:

50 Standard Redemption Single
Not Applicable
Underlying:

51 Standard Redemption Worst
Not Applicable
Performer:

52 Standard Redemption Basket:
Not Applicable
53 Barrier Redemption Single
Not Applicable
Underlying:

54 Barrier Redemption Worst Performer:
Not Applicable
55 Continuous Barrier Redemption 
Not Applicable
Single Underlying:
56 Continuous Barrier Redemption 
Not Applicable
Worst Performer:

PROVISIONS RELATING TO THE SETTLEMENT BASIS
57 Settlement Basis:
Cash Settlement
58 Variation of settlement under General
Not Applicable
Condition 9(d)(iv):
Cash Settlement Amount
59 Redemption at Par:
Not Applicable
60 Redemption at Discount/Premium:
Not Applicable
61 Performance Single Underlying:
Not Applicable
62 Performance Worst Performer:
Not Applicable
63 Performance Basket:
Not Applicable
64 Gearing Single Underlying:
Not Applicable
65 Gearing Worst Performer:
Not Applicable
66 Gearing with Cap Single Underlying:
Not Applicable
67 Gearing with Cap Worst Performer:
Not Applicable
68 Gearing with Cap and/or Floor Single
Not Applicable
Underlying:

5

69 Gearing with Cap and/or Floor Worst
Not Applicable
Performer:

70 Inflation Index Linked Redemption:
Not Applicable
71 FX Performance Linked Redemption 
Not Applicable
Single Underlying:

72 FX Performance Linked Redemption 
Not Applicable
Basket:

Asset Amount
73 Asset Amount:
Not Applicable
PROVISIONS RELATING TO THE UNDERLYING
74 Commodity Linked Notes:
Not Applicable
75 Commodity Index Linked Notes:
Not Applicable
76 Equity Linked Notes:
Not Applicable
77 Equity Index Linked Notes:
Not Applicable
78 Fund Linked Notes:
Not Applicable
79 FX Linked Notes:
Not Applicable
80 Inflation Index Linked Notes:
Not Applicable
81 Non-Deliverable Currency Feature
Not Applicable
Conditons:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
82 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. 30
January 2017) which is exchangeable for Definitive
Notes in the limited circumstances specified in the
Permanent Global Note
83 (a) Financial Centre(s) or other London and New York
special provisions relating to General Condition 8(f)(ii) applies.
Payment Day in Condition 8(f):

(b) Financial Centre(s) or other London and New York
special provisions relating to
Business Day:
6

LISTING AND ADMISSION TO TRADING APPLICATION
These Final Terms comprise the final terms required to list and have admitted to the issue of Notes
described herein pursuant to the EUR 15,000,000,000 Structured Medium-Term Note Programme of
Rabobank Structured Products.

Signed on behalf of the Issuer:

By: Fadi Yakoub
Duly authorised

7

PART B OTHER INFORMATION
1
LISTING AND ADMISSION TO TRADING

(a) Listing:
Luxembourg Stock Exchange

(b) Admission to trading:
Application has been made for the Notes to be admitted
to trading on the Luxembourg Stock Exchange with effect
from the Issue Date

(c) Estimate of total expenses EUR6,700
related to admission to trading:

(d) In the case of Notes listed on Not Applicable
Euronext Amsterdam:
2
RATINGS

Ratings:
The Notes to be issued have not been rated
3
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the
offer 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, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(a) Reasons for the offer (other than
See "Use of Proceeds" section in the Base Prospectus.
general corporate purposes):

(b) Estimated net proceeds:
USD 30,000,000

(c) Estimated total expenses:
EUR 6,700
5
YIELD (Fixed Rate Notes only)

Indication of yield:
Not Applicable
6
HISTORIC INTEREST RATES
Not
Applicable
7
PERFORMANCE OF INDEX/INDICES, EXPLANATION OF EFFECT ON VALUE OF
INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE
INDEX/INDICES
Not
Applicable
8
PERFORMANCE OF RATE(S) OF EXCHANGE/FORMULA/CURRENCIES, EXPLANATION OF
EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE RATE(S) OF EXCHANGE/FORMULA/CURRENCIES (FX Linked Notes only)
Not
Applicable
9
PERFORMANCE OF THE COMMODITY/COMMODITIES, EXPLANATION OF EFFECT ON
VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE COMMODITY/COMMODITIES (Commodity Linked Notes only)

Not Applicable
10 PERFORMANCE OF EQUITY/EQUITIES/REFERENCE FUND/FUNDS, EXPLANATION OF
EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION
CONCERNING THE EQUITY/EQUITIES/REFERENCE FUND/FUNDS (Equity Linked Notes and
Fund Linked Notes only)
Not
Applicable
8

11 OPERATIONAL INFORMATION

(a)
ISIN:
XS1533894207
(b)
Common
Code:
153389420

(c) German WKN-code:
Not Applicable

(d) Private Placement number:
Not Applicable
(e)
CUSIP
Number:
Not
Applicable

(f)
Any clearing system(s) other than
Not Applicable
DTC, Euroclear Bank S.A./N.V. and

Clearstream Banking, société
anonyme and the relevant
identification number(s):
(g)
Delivery:
Delivery
againstpayment

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

(i)
Names (and addresses) of
Royal Bank of Canada, London Branch
Calculation Agent(s):
Royal Bank of Canada, Toronto Branch
RBC Centre, 8th Floor
155 Wellington Street West
Toronto, Ontario
Canada
M5V 3H1
12 DISTRIBUTION

(a) Method of Distribution:
Non-syndicated

(b) If syndicated, names and addresses of Not Applicable
Dealer[s] and underwriting

commitments:

(c) Date of Subscription Agreement:
Not Applicable

(d) Stabilising Manager(s):
Not Applicable

(e) Total commission and
Not Applicable
concession/Dealer's Commission:

(f) If non-syndicated, name and address RBC Europe Limited
of relevant Dealer:
Riverbank House
2 Swan Lane
London EC4R 3BF

(g) Applicable TEFRA exemption:
TEFRA D
(h)
Non-exempt
Offer:
Not
Applicable

(i)
General Consent:
Not Applicable

(j)
Additional
United
States
Tax
Not Applicable
Considerations:

13 TERMS AND CONDITIONS OF THE
Not applicable
OFFER

(a) Total amount of the offer; if the
Not Applicable
amount is not fixed, description of the
arrangements and time for
9

announcing the definitive amount to
the public:

(b) Conditions to which the offer is
Not Applicable
subject:

(c) Description of the application process: Not Applicable

(d) Description of possibility to reduce
Not Applicable.
subscriptions:

(e) Manner for refunding excess amount
Not Applicable.
paid by applicants:

(f)
Minimum and/or maximum amount of
Not Applicable
application:

(g) Method and time limit for paying up
Not Applicable
the securities and for delivery of the
Notes:

(h) Manner and date on which results of
Not Applicable
the offer are to be made public:

(i)
Procedure for exercise of any right of
Not Applicable
pre-emption, the negotiability of
subscription rights and the treatment
of subscription rights not exercised:

(j)
Whether tranche(s) have been
Not Applicable.
reserved for certain countries.

(k) Process for notification to applicants
Not Applicable
of the amount allotted and the
indication whether dealing may begin
before notification is made:

(l)
Amount of any expenses and taxes
Not Applicable.
specifically charged to the subscriber
or purchaser:

(m) Name(s) and address(es), to the
Not Applicable
extent known to the Issuer, of the
placers in the various countries where
the offer takes place:

10