Obligation NRW Bank 0% ( DE000NWB0AH9 ) en EUR

NRW Bank

100 % ▲

Allemagne

DE000NWB0AH9 ( en EUR )

0%

15/10/2029

Prospectus brochure de l'obligation NRW.BANK DE000NWB0AH9 en EUR 0%, échéance 15/10/2029

1 000 EUR

500 000 000 EUR

NRW.BANK est une banque publique de coopération allemande, basée en Rhénanie-du-Nord-Westphalie, offrant des services financiers aux entreprises, aux institutions et aux particuliers.

L'émission obligataire de la NRW.BANK, la banque de développement du Land de Rhénanie-du-Nord-Westphalie en Allemagne, identifiée par le code ISIN DE000NWB0AH9, offre un aperçu des instruments de dette de qualité souveraine; en tant qu'institution de droit public, l'émetteur NRW.BANK joue un rôle stratégique dans le financement de projets d'infrastructure, de logement, de développement économique et environnemental au sein de sa région d'attache, bénéficiant ainsi d'une forte solvabilité et d'une réputation solide sur les marchés internationaux, souvent adossée à une garantie explicite ou implicite de l'État fédéral allemand ou du Land, ce qui se traduit par des notations de crédit généralement très élevées. Cette obligation, émise sous la juridiction allemande et libellée en Euros (EUR), affiche un prix actuel sur le marché de 100% de son pair, et se distingue par un taux d'intérêt nominal de 0%, ce qui signifie qu'elle ne verse aucun coupon périodique à ses détenteurs; pour un investisseur l'acquérant à son prix de marché actuel de 100%, le rendement à maturité serait par conséquent nul si détenue jusqu'à l'échéance du 15 octobre 2029, la positionnant comme un instrument de préservation de capital ou de gestion de liquidités dans un environnement de taux bas, plutôt qu'une source de revenu. L'émission totale de cette obligation s'élève à 500 millions d'Euros, avec une taille minimale de souscription de 1 000 Euros, la rendant accessible à un éventail d'investisseurs; la fréquence de paiement indiquée à "1" pour un taux de coupon nul confirme l'absence de versements d'intérêts réguliers, le remboursement du capital étant prévu uniquement à la date de maturité.

Application has been made by NRW.BANK to the Luxembourg Stock Exchange in its capacity as relevant market operator of the
regulated market of the Luxembourg Stock Exchange for the approval of this simplified prospectus so that notes in bearer form
(other than Notes in registered form) to be issued under the Programme (as defined below) may be admitted to trading on the
regulated market of the Luxembourg Stock Exchange and may be listed on the Official List of the Luxembourg Stock Exchange
pursuant to Chapter 2 of Part III of the Loi relative aux prospectus pour valeurs mobilières dated 10th July, 2005, as amended.

SIMPLIFIED PROSPECTUS
NRW.BANK
(incorporated as a public law institution in the Federal Republic of Germany (Germany))
(the Issuer)

Debt Issuance Programme
This simplified prospectus (the Simplified Prospectus) is dated 30th April, 2019 (the Date of Approval). It describes
the Debt Issuance Programme (the Programme) of the Issuer, under which the Issuer may issue unsubordinated notes
in bearer form (the Bearer Notes) or in registered form (the Registered Notes and, together with the Bearer Notes, the
Notes). In accordance with Article 51 of the Prospectus Act (as defined herein), this Simplified Prospectus shall
be valid for twelve months following its Date of Approval. Any Notes to be issued under the Programme on or after
the Date of Approval will be issued subject to the provisions described herein. This does not affect any Notes issued
prior to the Date of Approval.
This Simplified Prospectus is to be read and construed in conjunction with any supplement hereto and all documents
which are incorporated by reference herein (see the section entitled "Documents Incorporated by Reference") or in any
supplement hereto and, in relation to any Tranche (as defined herein) of Notes, together with the relevant Final Terms
(as defined herein). This Simplified Prospectus shall be read and construed on the basis that such documents are
incorporated in and form part of this Simplified Prospectus.
The binding language of this Simplified Prospectus is English. The sections entitled "Form of the Final Terms" and
"Terms and Conditions of the Notes" are accompanied in each case by a German language translation. The binding
language of the Final Terms and the Conditions (as defined herein) (if any) prepared in relation to Notes to be issued
under the Programme may be German or English as stated in the relevant Final Terms and the relevant Conditions (if
any).
An investment in Notes to be issued under the Programme involves certain risks. For a discussion of these risks
see the section entitled "Risk Factors".
Arrangers
BNP PARIBAS
Deutsche Bank
Dealers
Barclays
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Commerzbank
Daiwa Capital Markets Europe
Deutsche Bank
DZ BANK AG
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
Morgan Stanley
NatWest Markets
NRW.BANK
RBC Capital Markets
UniCredit Bank

TABLE OF CONTENTS

Page
Responsibility Statement ........................................................................................................................................ 3
Important Notice ..................................................................................................................................................... 3
General Description of the Programme .................................................................................................................. 6
Listing Information ................................................................................................................................................. 7
Summary ................................................................................................................................................................ 8

General Information relating to the Programme ........................................................................ 8

Information relating to the Issuer ............................................................................................. 10

Information relating to the Terms and Conditions of the Notes ............................................... 12

Information relating to Risk Factors ........................................................................................ 18
Risk Factors .......................................................................................................................................................... 20

Factors that may affect NRW.BANK's ability to fulfil its obligations under Notes to be
issued under the Programme .................................................................................................... 20

Factors which are material for the purpose of assessing the market risks associated with
Notes to be issued under the Programme ................................................................................. 21

The Notes may not be a suitable investment for investors ......................................... 21

Risks related to the structure of particular Notes ....................................................... 22

Risks related to Notes generally ................................................................................ 30

Risks related to the market generally ......................................................................... 31

Legal investment considerations may restrict certain investments ............................ 32
Form of the Notes ................................................................................................................................................. 33

Form of the Bearer Notes ......................................................................................................... 33

Form of the Registered Notes .................................................................................................. 34
Issue Procedures ................................................................................................................................................... 35
Form of the Final Terms ....................................................................................................................................... 37
Terms and Conditions of the Notes ...................................................................................................................... 63

Part I Basic Terms Terms and Conditions of the Notes in Bearer Form ............................ 65

Part II Annexes to the Basic Terms ....................................................................................... 99

A. Terms and Conditions of Notes in Registered Form ............................................. 99

B. Terms and Conditions for Definitive Notes in Bearer Form ............................... 115
Description of the Issuer ..................................................................................................................................... 127
Use of Proceeds .................................................................................................................................................. 136
Documents Incorporated by Reference............................................................................................................... 137
Taxation .............................................................................................................................................................. 141
Subscription and Sale ......................................................................................................................................... 149
General Information ........................................................................................................................................... 153

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RESPONSIBILITY STATEMENT
NRW.BANK accepts sole responsibility for the information contained in this Simplified Prospectus (including any
information incorporated by reference herein) and confirms that (i) the German language translations of each of the
sections entitled "Form of the Final Terms" and "Terms and Conditions of the Notes" correctly and adequately reflects
the English language versions of each such section and (ii) the English language translations of the non-consolidated
annual accounts as at and for the financial years ended 31st December, 2017 and 31st December, 2018, together with
the respective independent auditor's report thereon, contained in the Financial Report 2017 of NRW.BANK and the
Financial Report 2018 of NRW.BANK, respectively, and incorporated by reference into this Simplified Prospectus,
correctly and adequately reflect the respective binding German language versions of each such non-consolidated
accounts and independent auditor's report thereon. Having taken all reasonable care to ensure that such is the case,
NRW.BANK confirms (in accordance with Article 49 of the Luxembourg Law on Prospectuses for Securities (loi
relative aux prospectus pour valeurs mobilières), as amended (the Prospectus Act) implementing Directive
2003/71/EC of the European Parliament and of the Council of 4th November, 2003, as amended or superseded (the
Prospectus Directive) into law in Luxembourg) that the information contained in this Simplified Prospectus is, to the
best of its knowledge and belief, in accordance with the facts and that this Simplified Prospectus makes no omission
likely to affect its import.

IMPORTANT NOTICE
The Issuer has confirmed to the Dealers (as defined below) that this Simplified Prospectus contains (in accordance with
Article 48 (1) of the Prospectus Act) all information which is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profit and losses, and prospects of the Issuer, and of any
rights attaching to the Notes; that this Simplified Prospectus contains all information with regard to the Issuer and the
Notes which is material in the context of the Programme and the issue and offer of Notes thereunder; that this
Simplified Prospectus is accurate in all material respects and is not misleading; that any opinions and intentions
expressed herein are honestly held and based on reasonable assumptions; that there are no other facts, the omission of
which would make any statement, whether fact or opinion, in this Simplified Prospectus misleading in any material
respect; and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all
statements contained herein.
The Dealers have not independently verified the information contained herein. Accordingly, no representation, warranty
or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the
accuracy or completeness of the information contained or incorporated by reference in this Simplified Prospectus or any
other information provided by the Issuer in connection with the Programme. Neither any Dealer nor any other person
mentioned in this Simplified Prospectus (excluding the Issuer) accepts any liability in relation to the information
contained or incorporated by reference in this Simplified Prospectus or any other information provided by the Issuer in
connection with the Programme, in each case to the extent permitted by the laws of any relevant jurisdiction.
No person is or has been authorised by the Issuer or any of the Dealers to give any information or to make any
representation not contained in or not consistent with this Simplified Prospectus or any other information supplied in
connection with the Programme or any Notes and, if given or made, such information or representation must not be
relied upon as having been authorised by the Issuer or any of the Dealers.
Neither the delivery of this Simplified Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time subsequent to the
date hereof or that any other information supplied in connection with the Programme is correct at any time subsequent
to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the
financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Notes of any
information coming to their attention. Investors should review, inter alia, the most recently published documents
incorporated by reference into this Simplified Prospectus when deciding whether or not to purchase any Notes.
The Issuer has undertaken with the Dealers that it will, (i) on or before the anniversary of the date of this Simplified
Prospectus, (ii) (in accordance with Article 55 of the Prospectus Act) in the event of any significant new factor, material
mistake or inaccuracy relating to the information included in this Simplified Prospectus (including any information
incorporated by reference in this Simplified Prospectus) which is capable of affecting the assessment of any Notes to be
issued under the Programme and which arises or is noted between the time this Simplified Prospectus is approved and
trading on any regulated market of such Notes begins, or (iii) in the event of a change in the condition of the Issuer
which is material in the context of the Programme or the issue of Notes prepare a supplement to this Simplified

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Prospectus or a new Simplified Prospectus for use in connection with any subsequent issue of Notes. Such supplement
or new Simplified Prospectus will be obtainable, free of charge, (i) from the registered office of the Issuer
(NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany) or via the website of the Issuer (www.nrwbank.de),
(ii) from the specified offices of each of the Fiscal Agent (Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325
Frankfurt am Main, Germany) and the Paying Agent (NRW.BANK, Kavalleriestraße, 22, 40213 Düsseldorf, Germany),
and (iii) from the website of the Luxembourg Stock Exchange (www.bourse.lu), where such supplement or new
Simplified Prospectus will also be viewable.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Instruments (a Distributor) should take
into consideration the target market assessment; however, a Distributor subject to Directive 2014/65/EU of the
European Parliament and of the Council of 15th May, 2014 on markets in financial instruments and amending Directive
2002/92/EC and Directive 2011/61/EU (as amended, MiFID II) is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance Rules
under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer subscribing for any
Notes is a manufacturer in respect of such Notes, but otherwise neither any of the Arrangers nor the other Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
Neither this Simplified Prospectus nor any other information supplied in connection with the Programme or any Notes
is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by
the Issuer or any of the Dealers that any recipient of this Simplified Prospectus or any other information supplied in
connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any
Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer.
Neither this Simplified Prospectus nor any Final Terms nor any other information supplied in connection with
the Programme or the issue of any Notes under the Programme constitutes an offer or invitation by or on behalf
of the Issuer or any of the Dealers to any person to subscribe for or to purchase any Notes.
Neither this Simplified Prospectus nor any Final Terms may be used by anyone for the purpose of an offer to sell
or the solicitation of an offer to subscribe for or to purchase any Notes in any jurisdiction to any person to whom
it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Simplified Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Neither the Issuer nor any of the Dealers represents that this Simplified Prospectus may be lawfully
distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility
for facilitating any such distribution or offering. Accordingly, no Notes may be offered or sold, directly or indirectly,
and neither this Simplified Prospectus nor any advertisement or other offering material may be distributed or published
in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.
Persons into whose possession this Simplified Prospectus, any Final Terms, any Conditions or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Simplified Prospectus, any
Final Terms, any Conditions and the offer and/or sale of Notes. In particular, there are restrictions on the distribution of
this Simplified Prospectus and the offer and/or sale of Notes in a number of jurisdictions, including, but not limited to,
the United States of America (the United States), Japan and the European Economic Area (the EEA) (including, but
not limited to, Belgium, the Republic of France (France), Germany, the Republic of Italy (Italy), the Grand Duchy of
Luxembourg (Luxembourg) and the United Kingdom) (see the section entitled "Subscription and Sale"). The Notes
have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities
Act) and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States or to U.S. persons (see the section entitled "Subscription and Sale").
This Simplified Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on the analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of
terms and phrases such as "anticipate", "believe", "could", "estimate", "except", "intend", "may", "plan", "predict",
"project", "will" and similar terms and phrases, including references and assumptions. This applies, in particular, to
statements in this Simplified Prospectus containing information on future earnings capacity, plans and expectations

4

regarding the Issuer's business and management, its growth and profitability, and general economic and regulatory
conditions and other factors that affect it.
Forward-looking statements in this Simplified Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and
other factors which could cause actual results, including the Issuer's financial condition and results of operations, to
differ materially from and be worse than results that have expressly or implicitly been assumed or described in these
forward-looking statements. The Issuer's business is also subject to a number of risks and uncertainties that could cause
a forward-looking statement, estimate or prediction in this Simplified Prospectus to become inaccurate. Accordingly,
potential investors are strongly advised to read the following sections of this Simplified Prospectus: "Summary", "Risk
Factors" and "Description of the Issuer". These sections include more detailed descriptions of factors that might have
an impact on the Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Simplified Prospectus may not
occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update any
forward-looking statement or to conform these forward-looking statements to actual events or developments.

5

GENERAL DESCRIPTION OF THE PROGRAMME
Under the Programme, the Issuer may from time to time issue Notes denominated in any currency agreed between the
Issuer and the relevant Dealer(s) (as defined below).
The Notes may be issued on a continuing basis to one or more of the Dealers specified in the section entitled
"Summary" and any additional Dealer appointed under the Programme from time to time by the Issuer, which
appointment may be for a specific issue or on an ongoing basis (each a Dealer and, together, the Dealers). References
in this Simplified Prospectus to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be)
subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. The Notes will be issued in
such denominations as may be agreed between the Issuer and the relevant Dealer, save that the minimum denomination
of the Notes will be (i) such amount as may be allowed or required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the relevant Specified Currency (as defined below), and (ii) in
the case of Credit Linked Notes, Euro 100,000 or its foreign currency equivalent on the relevant date of issue.
Notice of the aggregate nominal amount or principal amount of the Notes, the interest (if any) payable in respect of the
Notes, the issue price of the Notes, and any other terms not contained herein which are applicable to each Tranche of
Notes will be set out in the final terms (the Final Terms) which, with respect to Bearer Notes to be listed on the
regulated market of the Luxembourg Stock Exchange, will be filed with the Luxembourg Stock Exchange on or before
the date of issue of the Notes of such Tranche and will contain the final terms of each Tranche of Bearer Notes. Copies
of Final Terms prepared in connection with the issue and listing of Notes will be obtainable, free of charge, (i) from the
registered office of the Issuer (NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany) or via the website of the
Issuer (www.nrwbank.de), (ii) from the specified offices of each of the Fiscal Agent (Deutsche Bank
Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main, Germany) and the Paying Agent (NRW.BANK,
Kavalleriestraße 22, 40213 Düsseldorf, Germany), and (iii) (in the case of Bearer Notes to be listed on the regulated
market of the Luxembourg Stock Exchange only) from the website of the Luxembourg Stock Exchange
(www.bourse.lu), where such copies will also be viewable. Copies of Final Terms prepared in connection with Notes
which are not to be listed on any stock exchange will be obtainable free of charge for the Holders (as defined in the
section entitled "Terms and Conditions of the Notes") of the Notes from the registered office of the Issuer (address as
set out above).
All references in this document to U.S. Dollars, U.S.$, USD and $ refer to the currency of the United States of
America, those to Sterling, GBP and £ refer to the currency of the United Kingdom, those to Japanese Yen, Yen and ¥
refer to the currency of Japan and those to Euro, EUR and refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as
amended.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the stabilisation
manager(s) in the relevant Final Terms (or persons acting on behalf of any stabilisation manager(s)) may over-
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Notes is made, and, if begun, may cease at any time, but it must end no later than the earlier of 30
days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the
relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant
stabilisation manager(s) (or persons acting on behalf of any stabilisation manager(s)) in accordance with all
applicable laws and rules.

6

LISTING INFORMATION
This Simplified Prospectus has been drawn up in order to permit the admission of Bearer Notes to be issued under the
Programme to trading on the regulated market of the Luxembourg Stock Exchange. In relation to such Bearer Notes
only, it constitutes a simplified prospectus within the meaning of Articles 46 (1) and 48 (4) of the Prospectus Act. This
Simplified Prospectus fulfils the requirements set out in Part III Chapter 2 of the Prospectus Act and Part 2 Chapter I
Subchapter 1 of the Rules and Regulations of the Luxembourg Stock Exchange in relation to Bearer Notes to be issued
under the Programme. However, this Simplified Prospectus does not meet the requirements set forth in the
Prospectus Directive and Commission Regulation (EC) no. 809/2004, as amended or superseded, implementing
the Prospectus Directive and it has not been, and will not be, submitted for approval to any competent authority
within the meaning of the Prospectus Directive. Neither Bearer Notes nor Registered Notes to be issued under
the Programme will qualify for the benefit of the single European passport pursuant to the Prospectus Directive.
Application has been made to the Luxembourg Stock Exchange in its capacity as relevant market operator of the
regulated market of the Luxembourg Stock Exchange for the approval of this Simplified Prospectus (in relation to
Bearer Notes only) so that Bearer Notes to be issued under the Programme may be admitted to trading on the regulated
market of the Luxembourg Stock Exchange and may be listed on the Official List of the Luxembourg Stock Exchange,
which requires (i) the scrutiny by the Luxembourg Stock Exchange of the completeness of this Simplified Prospectus
pursuant to Article 47 (1) of the Prospectus Act in connection with Article 45 (2) of the Prospectus Act, and (ii) the
publication of this Simplified Prospectus pursuant to Article 46 (1) of the Prospectus Act in connection with Article 54
of the Prospectus Act. Accordingly, copies of this Simplified Prospectus and any supplements hereto or any documents
incorporated by reference herein are obtainable, free of charge, (i) from the registered office of the Issuer
(NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany) or via the website of the Issuer (www.nrwbank.de),
(ii) from the specified offices of each of the Fiscal Agent (Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325
Frankfurt am Main, Germany) and the Paying Agent (NRW.BANK, Kavalleriestraße 22, 40213 Düsseldorf, Germany),
and (iii) from the website of the Luxembourg Stock Exchange (www.bourse.lu), where such copies will also be
viewable.
References in this Simplified Prospectus to Notes being listed in Luxembourg (and all related references) shall mean
that such Notes have been admitted to trading on the regulated market of the Luxembourg Stock Exchange and have
been listed on the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated
market is a regulated market for the purposes of MiFID II.
The Programme provides that Bearer Notes may be admitted to trading or listed, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer including, but not
limited to, the regulated market (regulierter Markt) of any stock exchange located in Germany, if such admission or
listing is carried out in compliance with any laws and regulations applicable to the admission or listing of the Bearer
Notes on such stock exchange or market.
The Issuer may also issue Notes not admitted to trading on any stock exchange or market and/or unlisted Notes.
The relevant Final Terms relating to each Tranche of Notes will state whether or not the Notes are to be admitted to
trading and/or are to be listed and, if so, on which stock exchanges and/or markets.
Registered Notes will not be listed on any stock exchange or market.

7

SUMMARY
The following summary must be read as an introduction to this simplified prospectus (the Simplified Prospectus) and
any decision to invest in any Tranche (as defined below) of unsubordinated notes in bearer form (the Bearer Notes) or
in registered form (the Registered Notes and, together with the Bearer Notes, the Notes) should be based on a
consideration of this Simplified Prospectus as a whole, including the documents incorporated by reference and the
relevant Final Terms (as defined below) applicable to such Tranche (as defined below). It does not purport to be a
complete description of the provisions applicable to the Programme (as defined below) or a particular Tranche of Notes
thereunder and is qualified in its entirety by the remainder of this Simplified Prospectus, including the documents
incorporated by reference, and, in relation to any particular Tranche of Notes, the relevant Final Terms.
GENERAL INFORMATION RELATING TO THE PROGRAMME
Description:
The debt issuance programme of NRW.BANK (the Programme) is a programme
for the issue of Notes.
Issuer:
NRW.BANK
Arrangers:
BNP PARIBAS
Deutsche Bank Aktiengesellschaft
Dealers:
Barclays Bank Ireland PLC
Barclays Bank PLC
BNP PARIBAS
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Citigroup Global Markets Limited
Commerzbank Aktiengesellschaft
Daiwa Capital Markets Europe Limited
Deutsche Bank Aktiengesellschaft
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
HSBC Bank plc
J.P. Morgan Securities plc
Landesbank Baden-Württemberg
Merrill Lynch International
Morgan Stanley & Co. International plc
NatWest Markets Plc
NatWest Markets N.V.
NRW.BANK
RBC Europe Limited
UniCredit Bank AG
and any other Dealers appointed from time to time by the Issuer either generally
in respect of the Programme or in relation to a particular Tranche of Notes.
The name(s) of the relevant Dealer(s) will be stated in the relevant Final Terms.
Fiscal Agent:
Deutsche Bank Aktiengesellschaft
Paying Agent in Relation to
NRW.BANK (if so specified in the relevant Final Terms) and any other paying
Bearer Notes:
agent appointed from time to time by the Issuer either generally in respect of the
Programme or in relation to a particular Series (as defined below) of Notes.
Registrar in Relation to
Deutsche Bank Aktiengesellschaft
Registered Notes:
Luxembourg Listing Agent:
Deutsche Bank Luxembourg S.A.
Distribution of Notes:
Notes may be distributed on a syndicated or non-syndicated basis. The method of
distribution of each Tranche of Notes will be set out in the final terms (the Final
Terms) applicable to such Tranche.

8

Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which particular
laws, guidelines, regulations, restrictions or reporting requirements apply will
only be issued in circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to time.
Currencies:
Notes may be denominated in Euro, Sterling, U.S. Dollars, Japanese Yen and,
subject to any applicable legal or regulatory restrictions, any other currency
agreed between the Issuer and the relevant Dealer. Payments of interest and
principal in respect of the Notes may be made in and/or linked to, any currency or
currencies other than the currency in which such Notes are denominated. See the
subsections entitled "Dual Currency Notes" and "FX Linked Notes" below for
further details.
Ratings of Notes:
The Issuer's long-term debt has been rated AAA by Fitch Ratings Limited
(Fitch), Aa1 by Moody's Deutschland GmbH (Moody's) and AA- by S&P
Global Ratings Europe Limited (Standard & Poor's).
The Issuer's short-term debt has been rated F1+ by Fitch, P-1 by Moody's and A-
1+ by Standard & Poor's.
For the purposes of Fitch ratings, AAA denotes the lowest expectation of default
risk and an exceptionally strong capacity for payment of financial commitments,
where the capacity is highly unlikely to be affected by foreseeable events. F1+
denotes the highest short-term credit quality and indicates the strongest capacity
for timely payment of financial commitments; the "+"denotes any exceptionally
strong credit feature.
For the purposes of Moody's ratings, Aa1 means obligations are judged to be of
high quality and are subject to very low credit risk; the "1" indicates that the
obligation ranks in the higher end of its generic rating category. P-1 means the
obligor has a superior ability to repay short-term debt obligations.
For the purposes of Standard & Poor's ratings, AA- means that the obligor's
capacity to meet its financial commitments on the obligation is very strong; the "-
" denotes the lowest position within the "AA" rating category. A-1+, being the
highest category by Standard & Poor's, means the obligor's capacity to meet its
financial commitment on the obligation is extremely strong.

Notes to be issued under the Programme may be rated or unrated. Where a
Tranche of Notes is rated, such rating will not necessarily be the same as the
rating assigned to the long-term debt or the short-term debt of the Issuer.
A security rating is not a recommendation to buy, sell or hold securities and may
be subject to suspension, change or withdrawal at any time by the assigning
rating agency.
The Issuer may at any time terminate a rating agreement with a rating agency or
obtain ratings from other rating agencies.
Approval, Admission to Trading Application has been made by the Issuer to the Luxembourg Stock Exchange in
and Listing:
its capacity as relevant market operator of the regulated market of the
Luxembourg Stock Exchange for the approval of this Simplified Prospectus (in
relation to Bearer Notes only) so that Bearer Notes to be issued under the
Programme may be admitted to trading on the regulated market of the
Luxembourg Stock Exchange and may be listed on the Official List of the
Luxembourg Stock Exchange, which requires (i) the scrutiny by the Luxembourg
Stock Exchange of the completeness of this Simplified Prospectus pursuant to
Article 47 (1) of the Prospectus Act in connection with Article 45 (2) of the
Prospectus Act, and (ii) the publication of this Simplified Prospectus pursuant to
Article 46 (1) of the Prospectus Act in connection with Article 54 of the
Prospectus Act.

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The Programme provides that Bearer Notes may be admitted to trading or listed,
as the case may be, on such other or further stock exchanges or markets as may be
agreed between the Issuer and the relevant Dealer including, but not limited to,
the regulated market (regulierter Markt) of any stock exchange located in the
Federal Republic of Germany (Germany), if such admission or listing is carried
out in compliance with any laws and regulations applicable to the admission or
listing of the Bearer Notes on such stock exchange or market.

The Issuer may also issue Notes not admitted to trading on any stock exchange or
market and/or unlisted Notes.

The relevant Final Terms relating to each Tranche of Notes will state whether or
not the Notes are to be admitted to trading and/or are to be listed and, if so, on
which stock exchanges and/or markets.

Registered Notes will not be listed on any stock exchange or market.
Selling Restrictions Relating to
There are certain restrictions on the offer, sale and transfer of the Notes in the
the Notes:
United States of America (the United States), Japan and the European Economic
Area (the EEA) (including, but not limited to, Belgium, the Republic of France,
Germany, the Republic of Italy, the Grand Duchy of Luxembourg and the United
Kingdom) as set out in the section entitled "Subscription and Sale" and such other
restrictions as may be required in connection with the offering and sale of a
particular Tranche of Notes in a particular jurisdiction, which will be set out in
the relevant Final Terms.
INFORMATION RELATING TO THE ISSUER
Description:
NRW.BANK is a legally autonomous public-law institution. NRW.BANK is
registered with the commercial registers in Düsseldorf (HRA 15277) and Münster
(HRA 5300) and has registered offices in both cities at Kavalleriestraße 22,
40213 Düsseldorf and Friedrichstraße 1, 48145 Münster, respectively.
NRW.BANK's principal place of business is Düsseldorf.
Business:
NRW.BANK is the development bank for the State of North Rhine-Westphalia.
NRW.BANK provides financing for securing and improving the small and
medium-sized business sector, provides venture capital, operates within the
framework of social housing promotion and promotes, among others, urban
development, infrastructure initiatives, agricultural, forestry and rural initiatives,
environmental protection initiatives, technological and innovation initiatives and
purely social, cultural and scientific initiatives.

As a competitively neutral development bank under the Verständigung II accord,
NRW.BANK benefits from explicit guarantees from the State of North Rhine-
Westphalia as well as from institutional liability (Anstaltslast) and guarantor
liability (Gewährträgerhaftung). A copy of the Verständigung II accord is
viewable on NRW.BANK's website (www.nrwbank.de).
Capitalisation and
The following financial information with respect to the capitalisation and
Indebtedness:
indebtedness of NRW.BANK as at 31st December, 2018 and 31st December,
2017 is derived from the audited non-consolidated annual accounts of
NRW.BANK as at and for the financial year ended 31st December, 2018
(including the comparative financial information as at and for the financial year
ended 31st December, 2017), prepared in accordance with German commercial
law (German Generally Accepted Accounting Principles (German GAAP)):

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