Bond Rabbobank 5% ( XS2472190482 ) in AUD

Rabbobank

100 % ⇌

Netherlands

XS2472190482 ( in AUD )

5% per year ( payment 1 time a year)

27/04/2037

Prospectus brochure of the bond Rabobank XS2472190482 en AUD 5%, maturity 27/04/2037

27/04/2026 ( In 222 days )

Rabobank is a Dutch cooperative bank with a strong international focus on the food and agribusiness sectors.

Rabobank issued a 5% AUD-denominated bond (XS2472190482), maturing on April 27, 2037, currently trading at 100% of par value with annual coupon payments.

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: 3245-A
TRANCHE NO: 1
AUD 60,000,000 5.000 per cent. Fixed Rate Dated Subordinated Notes 2022 due 27 April 2037 (the
"Notes")
Issue Price: 100 per cent.
UBS Investment Bank
The date of these Final Terms is 25 April 2022
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.
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.
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 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 (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") 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 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:
3245-A

(ii) Tranche Number:
1

(iii) Date on which the Notes become fungible:
Not Applicable
3
Specified Currency or Currencies:
Australian Dollar ("AUD")
4

Aggregate nominal amount:

(i)
Series:
AUD 60,000,000

(ii) Tranche:
AUD 60,000,000
5
Issue Price:
100 per cent. of the aggregate nominal
amount
6
(i)
Specified Denominations:
AUD 200,000 and integral multiples of AUD
200,000 in excess thereof

(ii) Calculation Amount:
AUD 200,000
7
(i)
Issue Date:
27 April 2022

(ii) Interest Commencement Date:
As specified in Condition 1
8
Maturity Date:
27 April 2037
9
Interest Basis:
5.000 per cent. Fixed Rate

(further particulars specified below)
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:
Not Applicable
14 (i) Status of the Notes:
Dated Subordinated the Terms and
Conditions of the Dated Subordinated 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
Applicable

(i)
Rate of Interest:
5.000 per cent. per annum payable annually
in arrear

(ii) Interest Payment Date(s):
27 April in each year, commencing on 27
April 2023 up to and including the Maturity
Date

(iii) Fixed Coupon Amount:
AUD 10,000.00 per Calculation Amount

(iv) Broken Amount(s):
Not Applicable

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

(vi) Determination Date(s) (Condition 1(a)):
27 April in each year

16 Fixed Rate Reset Note Provisions
Not Applicable
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

PROVISIONS RELATING TO REDEMPTION
23 Call Option
Not Applicable
24 Put Option
Not Applicable
25 Automatic Early Redemption
Not Applicable
26 Regulatory Call
Applicable
27 MREL Disqualification Event Call
Not Applicable
28 Early Redemption Amount

Early Redemption Amount(s) payable per
AUD 200,000.00 per Calculation Amount
Calculation Amount 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)):
29 Final Redemption Amount of each Note
AUD 200,000.00 per Calculation Amount
30 Substitution and Variation
Not Applicable
31 Alignment Event
Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES
32 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.19 March
2023) which is exchangeable for Definitive
Notes
at
any
time/in
the
limited
circumstances specified in the permanent
Global Note.
33 New Global Notes:
No
34 Financial Centre(s) (Condition 10(h) of the Senior Condition
7(i)(i)(A)
of
the
Dated
Preferred Notes or Condition 7(i) of the Non-
Subordinated Notes applies.
Preferred Senior Notes and Dated Subordinated
Notes):

35 Prohibition of Sales to EEA Retail Investors:
Applicable

36 Relevant Benchmark:
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: Pratik Keshav

Duly authorised

PART B OTHER INFORMATION
1 Listing

(i)
Listing:
Luxembourg Stock Exchange
(ii) Admission to trading:
Application has been made for the Notes to
be admitted to trading with effect from the
Issue Date.
(iii) Estimate of total expenses related to
EUR 6050
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 denote expectations of low default
risk. The capacity for payment of financial
commitments is considered strong. 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 the relative status within the rating
category.

Moody's: Baa1
As defined by Moody's, obligations rated
Baa are judged to be subject to moderate
credit risk. They are considered medium-
grade and as suh may possess speculative
characteristics. The modifier 1 indicates that
the obligation ranks in the higher end of its
generic rating category.

S&P: BBB+
As defined by S&P, an `BBB' rating means
that the Notes are Adequate capacity to
meet financial commitments, but more
subject to adverse economic conditions The
`A' rating is modified by the addition of a
minus (+) sign to show relative standing
within the `BBB' rating category.

Fitch, Moody's and S&P are 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 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 and estimated net proceeds:

Reasons for the offer:
See "Use of Proceeds" wording in

Base Prospectus
Estimated net proceeds:
AUD 60,000,000
5 Yield (Fixed Rate Notes and Fixed Rate Reset Notes

only)
Indication of yield:
5.000 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 Historic interest rates (Floating Rate Notes only)

Not Applicable
7 Operational information

(i)
Intended to be held in a manner which would allow No. Whilst the designation is specified
Eurosystem eligibility:
as "no" at 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:
XS2472190482
(iii) Common Code:
247219048
(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
Street, London EC2N 2DB, United
Kingdom
8 Distribution

(i)
Method of distribution:
Non-syndicated
(ii) If syndicated, names of Managers:
Not Applicable
(iii) Stabilising Manager(s) (if any):
Not Applicable
(iv) If non-syndicated, name of Dealer:
UBS AG London Branch
(v) Applicable TEFRA exemption:
TEFRA D
(vi) Prohibition of Sales to Belgian Consumers:
Applicable