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Coöperatieve Rabobank U.A. EUR 1,000,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities

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Coöperatieve Rabobank U.A. EUR 1,000,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities Offering Circular dated 10 July 2020 Coöperatieve Rabobank U.A. EUR 1,000,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities Issue Price of the Capital Securities: 100 per cent. The EUR 1,000,000,000 Perpetual Additional Tier 1 Contingent Temporary Write Down Capital Securities (the “Capital Securities”) will be issued by Coöperatieve Rabobank U.A. (“Rabobank”, the “Issuer” or the “Bank”). The Capital Securities will constitute direct, unsecured, unguaranteed and subordinated obligations of the Issuer and shall rank at all times pari passu and without any preference among themselves. Interest on the Capital Securities will accrue on their Prevailing Principal Amount (as defined in “Terms and Conditions of the Capital Securities”) from (and including) 14 July 2020 (the “Issue Date”) to (but excluding) 29 December 2027 (the “First Reset Date”) at an initial rate of 4.375 per cent. per annum, and will, subject as provided below, be payable semi-annually in arrear on 29 June and 29 December in each year, except that there will be a short first Interest Period beginning on (and including) the Issue Date and ending on (but excluding) 29 December 2020. Interest on the Capital Securities shall accrue from (and including) the First Reset Date, at a rate, to be reset every five years thereafter, based on the Reset Reference Rate (as defined in “Terms and Conditions of the Capital Securities”) plus 4.679 per cent. Payments of interest on the Capital Securities will be made without deduction for, or on account of, taxes of the Netherlands to the extent described under “Terms and Conditions of the Capital Securities – Taxation”. The Issuer may, in its sole discretion, elect to cancel the payment of interest on the Capital Securities (in whole or in part) on any Interest Payment Date, and payments of interest may be subject to mandatory cancellation, as more particularly described under “Terms and Conditions of the Capital Securities – Cancellation of Interest”. The Prevailing Principal Amount of the Capital Securities will be written down if the CET1 Ratio of the Rabobank Group has fallen below 7 per cent. and/or the CET1 Ratio of the Issuer has fallen below 5.125 per cent. (a “Trigger Event”, as further defined in “Terms and Conditions of the Capital Securities”) occurs. The Trigger Event relates to the solvency levels on which Rabobank is supervised: non-consolidated at Issuer level and consolidated on the level of the Rabobank Group. Rabobank Group comprises Rabobank and a number of specialised subsidiaries. Holders may lose some or all of their investment in the Capital Securities as a result of such a write-down. Following such reduction, the Prevailing Principal Amount may, at the Issuer’s discretion, be written up (but never above the Initial Principal Amount (as defined in “Terms and Conditions of the Capital Securities”)) if certain conditions are met. See “Terms and Conditions of the Capital Securities – Write Down and Write Up”. The Capital Securities will be perpetual securities, have no fixed or final redemption date and holders of the Capital Securities (the “Holders”) do not have the right to call for their redemption. Subject to satisfaction of certain conditions (as described herein) and applicable law, the Capital Securities may be redeemed (at the option of the Issuer) on any day falling in the period commencing on (and including) 29 June 2027 and ending on (and including) the First Reset Date, or on each Interest Payment Date thereafter, in whole but not in part in an amount equal to the Prevailing Principal Amount together with any Outstanding Payments (each as defined in “Terms and Conditions of the Capital Securities”). In addition, upon the occurrence of a Capital Event or a Tax Law Change (each as defined in “Terms and Conditions of the Capital Securities”), the Capital Securities may be redeemed (at the option of the Issuer) in whole but not in part in an amount equal to their Prevailing Principal Amount together with any Outstanding Payments, as further described herein. Upon the occurrence of a Capital Event, the Issuer may substitute, or vary the terms of, the Capital Securities so that they remain or, as appropriate, become Compliant Securities (as defined in “Terms and Conditions of the Capital Securities”). This Offering Circular does not comprise a prospectus for the purposes of Article 6.3 of Regulation (EU) 2017/1219. Application has been made to the Euronext Dublin for the Capital Securities to be admitted to the Official List and trading on the Global Exchange Market of Euronext Dublin. This Offering Circular constitutes listing particulars for the purpose of such application and has been approved by Euronext Dublin. References in this Offering Circular to the Capital Securities being “listed” (and all related references) shall mean that the Capital Securities have been admitted to the Official List and trading on the Global Exchange Market. The denominations of the Capital Securities shall be EUR 200,000. The Capital Securities will initially be represented by a temporary global capital security without interest coupons in bearer form (the “Temporary Global Capital Security”), which will be deposited with a common depositary on behalf of Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, SA (“Clearstream, Luxembourg”) on the Issue Date. The Temporary Global Capital Security will be exchangeable for interests in a global capital security (the “Global Capital Security”), without interest coupons, on or after a date which is expected to be 24 August 2020, upon certification as to non-U.S. beneficial ownership. Individual definitive Capital Securities in bearer form (“Definitive Capital Securities”) will only be available in certain limited circumstances as described herein. See “Summary of the Provisions Relating to the Capital Securities while in Global Form”. The Capital Securities are expected upon issue to be rated Baa3 and BBB by Moody’s Investors Service Limited (“Moody’s”) and Fitch Ratings Limited (“Fitch”), respectively. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The credit ratings included or referred to in this Offering Circular have been issued by Moody’s and Fitch, each of which is established in the European Union or in the United Kingdom and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies. The Capital Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any U.S. State securities laws and, unless so registered, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons as defined in Regulation S under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Offering Circular. Joint Lead Managers BofA Securities Credit Suisse Goldman Sachs International HSBC Rabobank UBS Investment Bank This Offering Circular is to be read in conjunction with all the documents which are incorporated herein by reference (see “Important Information - Documents Incorporated by Reference” below). The Capital Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the “Securities Act”). Subject to certain exceptions, Capital Securities may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). EACH PURCHASER OF THE CAPITAL SECURITIES MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION IN WHICH IT PURCHASES, OFFERS OR SELLS THE CAPITAL SECURITIES OR POSSESSES OR DISTRIBUTES THIS OFFERING CIRCULAR AND MUST OBTAIN ANY CONSENT, APPROVAL OR PERMISSION REQUIRED BY IT FOR THE PURCHASE, OFFER OR SALE BY IT OF THE CAPITAL SECURITIES UNDER THE LAWS AND REGULATIONS IN FORCE IN ANY JURISDICTION TO WHICH IT IS SUBJECT OR IN WHICH IT MAKES SUCH PURCHASES, OFFERS OR SALES, AND NEITHER THE ISSUER NOR THE JOINT LEAD MANAGERS SHALL HAVE ANY RESPONSIBILITY THEREFOR. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead Managers (as defined in “Subscription and Sale” below) to subscribe or purchase, any of the Capital Securities. The distribution of this Offering Circular and the offering of the Capital Securities in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are required by the Issuer and the Joint Lead Managers to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Capital Securities and distribution of this Offering Circular see “Subscription and Sale” below. No person is authorised to give any information or to make any representation not contained in this Offering Circular and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Joint Lead Managers. Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Offering Circular has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Capital Securities is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
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