Obligation Nordic Invest Bank 0.02125% ( US65562QBE44 ) en USD

Nordic Invest Bank

100 % ▼

Finlande

US65562QBE44 ( en USD )

0.02125% par an ( paiement semestriel )

01/02/2022 - Obligation échue

Prospectus brochure de l'obligation Nordic Investment Bank US65562QBE44 en USD 0.02125%, échue

200 000 USD

1 250 000 000 USD

65562QBE4

La Nordic Investment Bank (NIB) est une banque multilatérale de développement détenue par les pays nordiques et les pays baltes, finançant des projets d'investissement à impact environnemental et sociétal positif dans ses pays membres.

L'Obligation émise par Nordic Invest Bank ( Finlande ) , en USD, avec le code ISIN US65562QBE44, paye un coupon de 0.02125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/02/2022

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424B2 1 d327614d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-203363
PRICING SUPPLEMENT
(To Prospectus dated June 17, 2015 and
Prospectus Supplement dated May 11, 2016)

Nordic Investment Bank
Medium-Term Notes, Series D
Due Nine Months or More from Date of Issue

US $1,250,000,000 2.125% NOTES DUE February 1, 2022
Issue Price: 99.939%
The Notes will mature at 100% of their principal amount on February 1, 2022. The Notes will not be redeemable before maturity and will not be
entitled to the benefit of any sinking fund.
NIB has applied to list the Notes on the Regulated Market of the Luxembourg Stock Exchange in accordance with the Rules of the Luxembourg
Stock Exchange pursuant to Chapter 2 of Part III of the Loi relative aux prospectus pour valeurs mobilières dated July 10, 2005 (the "Luxembourg
Prospectus Act").

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined
whether this pricing supplement or the accompanying prospectus supplement and prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

Price to
Discounts and
Proceeds, before

Public

Commissions

expenses, to NIB

Per Note

99.939%

0.125%

99.814%
Total

US $1,249,237,500
US $1,562,500
US $1,247,675,000
The underwriters will also be required to pay accrued interest from February 1, 2017 if the Notes are delivered after that date.
The underwriters expect to deliver the Notes to investors on or about February 1, 2017.

Citigroup

J.P. Morgan

RBC Capital Markets
TD Securities
The date of this Pricing Supplement is January 24, 2017.
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Table of Contents
ABOUT THIS PRICING SUPPLEMENT
This pricing supplement supplements the accompanying prospectus supplement dated May 11, 2016, relating to NIB's US $20,000,000,000
Medium-Term Note Program, Series D, and the accompanying prospectus dated June 17, 2015, relating to NIB's debt securities and warrants. If
the information in this pricing supplement differs from the information contained in the prospectus supplement or the prospectus, you should rely
on the information in this pricing supplement.
This pricing supplement, together with the accompanying prospectus supplement dated May 11, 2016 and prospectus dated June 17, 2015,
fulfills the requirement for a simplified prospectus pursuant to Chapter 2 of Part III of the Luxembourg Prospectus Act.
You should read this pricing supplement along with the accompanying prospectus supplement and prospectus. All three documents contain
information you should consider when making your investment decision. You should rely only on the information provided or incorporated by
reference in this pricing supplement, the prospectus supplement and the prospectus. NIB has not authorized anyone else to provide you with
different information. NIB and the purchasers are offering to sell the Notes and seeking offers to buy the Notes only in jurisdictions where it is
lawful to do so. The information contained in this pricing supplement and the accompanying prospectus supplement and prospectus is current only
as of its date.
NIB is furnishing this pricing supplement, the prospectus supplement and the prospectus solely for use by prospective investors in connection
with their consideration of a purchase of the Notes. NIB confirms that:

·
the information contained in this pricing supplement and the accompanying prospectus supplement and prospectus is true and correct in

all material respects and is not misleading;

·
it has not omitted other facts the omission of which makes this pricing supplement and the accompanying prospectus supplement and

prospectus as a whole misleading; and

·
it accepts responsibility for the information it has provided in this pricing supplement and the accompanying prospectus supplement and

prospectus.
The statement made in the preceding sentence is not intended to be a disclaimer or limitation of liability under the U.S. federal securities laws.

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Table of Contents
DESCRIPTION OF THE NOTES
NIB will issue the Notes under the Fiscal Agency Agreement dated as of May 22, 2007, as amended by agreements dated October 2, 2009,
December 17, 2010 and January 25, 2016. The information contained in this section and in the prospectus supplement and the prospectus
summarizes some of the terms of the Notes and the Fiscal Agency Agreement. This summary does not contain all of the information that may be
important to you as a potential investor in the Notes. You should read the Fiscal Agency Agreement and the form of the Notes before making your
investment decision. NIB has filed copies of these documents with the SEC and has filed copies of these documents at the offices of the fiscal agent
and the paying agent.

Aggregate Principal Amount:
US $1,250,000,000

Issue Price:
99.939%

Original Issue Date:
February 1, 2017

Maturity Date:
February 1, 2022

Specified Currency:
U.S. Dollars

Authorized Denominations:
US $200,000 and integral multiples of US $1,000 thereafter
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Form:
The Notes will be issued in book-entry form under a master global security, in registered
form without coupons registered in the name of Cede & Co., as nominee of The Depository
Trust Company.

Interest Rate:
2.125% per annum

Interest Payment Dates:
February 1 and August 1 in each year, starting on August 1, 2017, until and including the
Maturity Date. Any payment required to be made on a day that is not a Business Day will
be made on the next succeeding Business Day, and no additional interest shall accrue as a
result of such delayed payment.

Day Count Fraction:
30/360 (Unadjusted)

Regular Record Date:
The Business Day immediately preceding the Interest Payment Date.

Business Days:
New York

Optional Repayment:
-- Yes X No

Optional Redemption:
-- Yes X No

Indexed Note:
-- Yes X No

Foreign Currency Note:
-- Yes X No

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Purchasers:
Citigroup Global Markets Inc., J.P. Morgan Securities plc, RBC Capital Markets, LLC and
The Toronto-Dominion Bank

Purchase Price:
99.814%

Net Proceeds, after Discounts and Commissions, to
US $1,247,675,000
NIB:

Closing Date:
February 1, 2017

Listing:
Luxembourg
Securities Codes:

CUSIP:
65562QBE4

ISIN:
US65562QBE44

Common Code:
155849061

Fiscal Agent:
Citibank, N.A.

Paying Agent:
Citibank, N.A.

Luxembourg Paying Agent:
BNP Paribas Securities Services, Luxembourg Branch
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Calculation Agent:
Citibank, N.A.

Exchange Rate Agent:
Citibank, N.A.

Transfer Agent:
Citibank, N.A.

Further Issues:
NIB may from time to time, without the consent of existing holders, create and issue
further Notes having the same terms and conditions as the Notes being offered hereby in all
respects, except for the issue date, issue price and, if applicable, the first payment of interest
thereon. Additional Notes issued in this manner will be consolidated with, and will form a
single series with, the previously outstanding Notes.

Governing Law:
The Notes will be governed by, and construed in accordance with, New York law, except
for authorization and execution of the Notes by NIB and any other matters required to be
governed by the 2004 Agreement and the Statutes of NIB, as amended.

Further Information:
See "General Information Relating to the Luxembourg Stock Exchange Listing."

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Table of Contents
INDEPENDENT AUDITORS
The Control Committee of NIB appointed as its independent joint auditors for NIB for the 2013 financial year Authorized Public Accountant
Sixten Nyman, representing the accounting firm KPMG Oy Ab, Finland, and State Authorized Public Accountant Per Gunslev, representing
KPMG Statsautoriseret Revisionspartnerselskab, Denmark, and for the 2014 and 2015 financial years Authorized Public Accountant Sixten
Nyman, representing the accounting firm KPMG Oy Ab, Finland, and Authorized Public Accountant Hans Åkervall, representing KPMG AB,
Sweden. NIB appointed Authorized Public Accountant Marcus Tötterman, representing the accounting firm KPMG Oy Ab, Finland, and
Authorized Public Accountant Hans Åkervall, representing KPMG AB, Sweden, as its independent joint auditors for the 2016 financial year.
Following the resignation of Hans Åkervall, Authorized Public Accountant Anders Tagde, representing KPMG AB, Sweden, replaced Mr.
Åkervall as of October 20, 2016.
EXPERTS
The financial statements of Nordic Investment Bank for the years ended December 31, 2015 and 2014 appearing in Nordic Investment
Bank's Annual Report on Form 18-K/A filed on March 18, 2016 and Form 18-K/A filed on March 12, 2015, respectively, have been audited by
KPMG Oy Ab, Finland and KPMG AB, Sweden, independent joint auditors, as set forth in their report thereon included therein, and incorporated
herein by reference. The financial statements of Nordic Investment Bank for the year ended December 31, 2013 appearing in Nordic Investment
Bank's Annual Report on Form 18-K/A filed on March 17, 2014 have been audited by KPMG Oy Ab, Finland and KPMG Statsautoriseret
Revisionspartnerselskab, Denmark, independent joint auditors, as set forth in their report thereon included therein, and incorporated herein by
reference. Such financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as
experts in accounting and auditing.
UNDERWRITING
NIB and the underwriters named below have entered into a terms agreement as of January 24, 2017 relating to the Notes. Each underwriter
that is not a registered broker-dealer under the Securities Exchange Act of 1934 will make sales in the United States only through underwriters or
selling agents that are so registered. As neither J.P. Morgan Securities plc nor The Toronto-Dominion Bank is registered with the SEC as a U.S.
registered broker-dealer, each will effect offers and sales of the Notes solely outside of the United States or within the United States to the extent
permitted by Rules 15a-6 under the Securities Exchange Act of 1934 through one or more U.S. registered broker-dealers, and as permitted by the
regulations of the Financial Industry Regulatory Authority, Inc. Subject to certain conditions, each underwriter has severally agreed to purchase the
principal amount of the Notes indicated in the following table.

Underwriting
Underwriter

Commitment

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Citigroup Global Markets Inc.
US$ 312,500,000
J.P. Morgan Securities plc
US$ 312,500,000
RBC Capital Markets, LLC
US$ 312,500,000
The Toronto-Dominion Bank
US$ 312,500,000

US$ 1,250,000,000

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Table of Contents
EXPENSES OF THE ISSUE
NIB estimates the expenses of the issue to be Euro 100,000.
GENERAL INFORMATION RELATING TO THE LUXEMBOURG STOCK EXCHANGE LISTING
NIB has obtained all necessary consents, approvals and authorizations in connection with the issuance and performance of the Notes.
Resolutions of the Board of Directors of NIB, dated December 14, 2006, December 16, 2010, December 11, 2014, December 10, 2015 and
December 12, 2016, authorized the issuance of the Notes and related matters.
NIB has applied to list the Notes on the Luxembourg Stock Exchange in accordance with the rules of the Luxembourg Stock Exchange
pursuant to the Luxembourg Prospectus Act. Copies of the 2004 Agreement and all reports prepared and filed are available at the office of BNP
Paribas Securities Services, Luxembourg Branch, the listing agent in Luxembourg.
So long as any of the Notes remain outstanding and listed on the Luxembourg Stock Exchange, copies (and English translations for
documents not in English) of the following items will be available free of charge from NIB's listing agent at its offices at 60 avenue J.F. Kennedy,
L-1855 Luxembourg, Luxembourg:

·
all incorporated documents that are considered part of this pricing supplement;

·
the audited annual financial statements of NIB;

·
future annual financial reports of NIB; and

·
any related notes to these items.
During the same period, the Fiscal Agency Agreement will be available for inspection at the office of BNP Paribas Securities Services,
Luxembourg Branch in Luxembourg. NIB will, until the repayment of the Notes, maintain a paying agent in Luxembourg, which initially will be
BNP Paribas Securities Services, Luxembourg Branch. Payments on book-entry Notes that clear through Euroclear and Clearstream, Luxembourg
may be effected through the Luxembourg paying agent. BNP Paribas Securities Services, Luxembourg Branch will also serve as transfer agent in
Luxembourg.
If any payment on a Note presented for payment in Luxembourg is due on a day on which banking institutions are authorized or required by
law or regulations to be closed in Luxembourg, such payment will be made on the next Luxembourg Business Day (a day, other than Saturday or
Sunday, which is not a day on which banking institutions are authorized or required by law or regulations to be closed in Luxembourg). This
payment will be treated as if it were made on the due date, and no additional interest will accrue as a result of this delay.
Notices to holders of the Notes will be made by first class mail, postage prepaid, to the registered holders. Notices concerning the Notes will
also be made by publication in a leading newspaper having general circulation in Luxembourg (which is expected to be the Luxemburger Wort) or
by publication on the Luxembourg Stock Exchange's website (www.bourse.lu). In particular, notices relating to any redemption permitted under
the terms of the Notes and relating to interest rates will be notified to the Luxembourg paying agent and the Luxembourg Stock Exchange. Any
notice will be deemed to have been given on the date of publication or, if published more than once, on the date of first publication.

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NIB is not involved in any litigation or arbitration proceedings relating to claims or amounts which are material in the context of the issuance
of the Notes nor, so far as NIB is aware, is any such litigation or arbitration pending or threatened. Except as disclosed in this pricing supplement,
the prospectus supplement and the prospectus and the documents considered part of them, there has been no material adverse change in the
financial position or prospects of NIB since December 31, 2015.

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Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 17, 2015)

Nordic Investment Bank
U.S. $20,000,000,000
Medium-Term Notes, Series D
Due Nine Months or More from Date of Issue
The following terms may apply to the notes, which Nordic Investment Bank may sell from time to time. Nordic Investment Bank may vary these
terms and will provide the final terms for each offering of notes in a pricing supplement. We refer to both term sheets and pricing supplements in
this prospectus supplement as "pricing supplements."

·
Fixed or floating interest rate. The floating interest rate formula may be based on:

·
Commercial Paper Rate, LIBOR, Treasury Rate, CD Rate, Federal Funds Rate or

·
Any other rate specified in the relevant pricing supplement

·
May be issued as indexed notes or discount notes

·
May be subject to redemption at the option of Nordic Investment Bank or repayment at the option of the holder

·
Certificated or book-entry form

·
Registered form

·
In the case of dollar-denominated notes, issued in denominations of $1,000 and integral multiples of $1,000, unless otherwise indicated in the
applicable pricing supplement

·
Will not be listed on any securities exchange, unless otherwise indicated in the applicable pricing supplement

·
May be sold with or without warrants to exchange the notes into other debt securities
See "Risk Factors" beginning on page S-7 to read about certain risks which you should consider before investing in the notes, particularly
those associated with foreign currency notes and indexed notes.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Citigroup

Goldman, Sachs & Co.
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This prospectus supplement is dated May 11, 2016.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-3
SUMMARY
S-4
RISK FACTORS
S-7
DESCRIPTION OF THE NOTES
S-17
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-36
PLAN OF DISTRIBUTION
S-43
GLOSSARY
S-47
ANNEX A FORM OF PRICING SUPPLEMENT
A-1
Prospectus

Page
ABOUT THIS PROSPECTUS

2
FORWARD-LOOKING STATEMENTS

2
NORDIC INVESTMENT BANK

3
USE OF PROCEEDS

4
DESCRIPTION OF THE SECURITIES

5
LEGAL STATUS

9
UNITED STATES TAXATION

11
PLAN OF DISTRIBUTION

13
VALIDITY OF THE SECURITIES

14
AUTHORIZED REPRESENTATIVE

14
EXPERTS

14
WHERE YOU CAN FIND MORE INFORMATION

14
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
Nordic Investment Bank, or NIB, is an international financial institution established by the Agreement Regarding the Establishment of
Nordiska Investeringsbanken, or the Establishment Agreement, an international agreement signed on December 4, 1975, by Denmark, Finland,
Iceland, Norway and Sweden, referred to as the Nordic Countries. On October 23, 1998, the Nordic Countries entered into a novation of the
Establishment Agreement, referred to as the 1998 Agreement. The 1998 Agreement came into effect on July 18, 1999, and the Establishment
Agreement ceased to be effective on that date.
On February 11, 2004, a new Agreement on the Nordic Investment Bank was concluded among Denmark, Estonia, Finland, Iceland, Latvia,
Lithuania, Norway and Sweden (the "Member Countries"), referred to as the 2004 Agreement. The 2004 Agreement came into effect on January 1,
2005 and the 1998 Agreement ceased to be effective on that date.
This prospectus supplement supplements the accompanying prospectus dated June 17, 2015 relating to NIB's debt securities and warrants. If
the information in this prospectus supplement differs from the information contained in the accompanying prospectus, you should rely on the
information in this prospectus supplement.
You should read this prospectus supplement along with the accompanying prospectus. Both documents contain information you should
consider when making your investment decision. You should rely only on the information provided or incorporated by reference in this prospectus
supplement and the accompanying prospectus. NIB has not authorized anyone else to provide you with different information. NIB and the agents
are offering to sell the notes and seeking offers to buy the notes only in jurisdictions where it is lawful to do so. The information contained in this
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prospectus supplement and the accompanying prospectus is current only as of its date.
NIB will provide the terms and conditions of a particular issue of notes, and may provide additional information, in a pricing supplement for
that issue. Pricing supplements for particular issues of notes may take the form of term sheets. Whenever used in this prospectus supplement,
"pricing supplement" includes these term sheets. If the information in a pricing supplement differs from that in this prospectus supplement or the
accompanying prospectus, you should rely on the information in that pricing supplement.
NIB accepts responsibility for the information contained in the prospectus, the prospectus supplement and each pricing supplement. NIB has
taken all reasonable care to ensure that the information contained in the prospectus, the prospectus supplement and each pricing supplement is in
accordance with the facts and does not omit anything likely to affect the import of such information.
NIB is furnishing this prospectus supplement and the accompanying prospectus solely for use by prospective investors in connection with
their consideration of a purchase of the notes. NIB confirms that:

·
the information contained in this prospectus supplement and the accompanying prospectus is true and correct in all material respects and

is not misleading;

·
it has not omitted other facts, the omission of which makes this prospectus supplement and the accompanying prospectus as a whole

misleading; and

·
it accepts responsibility for the information it has provided in this prospectus supplement and the accompanying prospectus.
The statement made in the preceding sentence is not intended to be a disclaimer or limitation of liability under the U.S. federal securities laws.

S-3
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and in the prospectus. It does not contain all the
information that you should consider before investing in the notes. You should carefully read the pricing supplement relating to the terms and
conditions of a particular issue of notes along with this entire prospectus supplement and the accompanying prospectus.

Issuer:
Nordic Investment Bank.

Agents:
Citigroup Global Markets Inc. and Goldman, Sachs & Co.

Fiscal Agent:
Citibank, N.A.

Paying Agent:
Citibank, N.A.

Exchange Rate Agent:
Citibank, N.A.

Calculation Agent:
Citibank, N.A.

Specified Currencies:
Including, but not limited to, Australian dollars, Canadian dollars, Danish kroner, euro,
Hong Kong dollars, Japanese yen, New Zealand dollars, Pounds Sterling, Swedish
kroner, Swiss francs and U.S. dollars or any other currency specified in the applicable
pricing supplement.

Amount:
Up to a principal amount, or initial offering price in the case of indexed notes and
discount notes, in aggregate for all indebtedness of NIB in Series D outstanding at any
one time of $20,000,000,000 or its equivalent in other currencies, of which only the total
dollar amount registered with the SEC (or the equivalent in other currencies) may be
offered and sold in connection with offers and sales in the United States.

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Issue Price:
The notes may be issued at par, or at a premium over, or discount to, par and either on a
fully paid or partly paid basis.

Maturities:
The notes will mature at least nine months from their date of issue.

Fixed Rate Notes:
Fixed rate notes will bear interest at a fixed rate.

Floating Rate Notes:
Floating rate notes will bear interest at a rate determined periodically by reference to
one or more interest rate bases plus a spread or multiplied by a spread multiplier.

Indexed Notes:
Payments on indexed notes will be calculated by reference to a specific measure or
index, as specified in the applicable pricing supplement.

Discount Notes:
Discount notes are notes that are offered or sold at a price less than their principal
amount and called discount notes in the applicable pricing supplement. They may or
may not bear interest.

Redemption and Repayment:
If the notes are redeemable at the option of NIB or repayable at the option of the holder
before maturity, the pricing supplement will specify:

S-4
Table of Contents
·
the initial redemption date on or after which NIB may redeem the notes or the

repayment date or dates on which the holders may elect repayment of the notes;

·
the redemption or repayment price; and

·
the required prior notice to the holders or NIB.

Status:
The notes will constitute direct, unconditional and unsecured indebtedness of NIB and
will rank equal in right of payment among themselves and with all existing and future
unsecured and unsubordinated indebtedness of NIB.

Taxes:
NIB will make all payments on the notes without gross-up for any present or future
taxes, duties, assessments or governmental charges whatsoever.

Further Issues:
NIB may from time to time, without the consent of existing holders, create and issue
notes having the same terms and conditions as any other outstanding notes offered
pursuant to a pricing supplement in all respects, except for the issue date, issue price
and, if applicable, the first payment of interest thereon. Additional notes issued in this
manner will be consolidated with, and will form a single series with, any such other
outstanding notes.

Listing:
Application has not been made to list the notes on an exchange. Any particular issue of
notes may be listed on the Luxembourg Stock Exchange or elsewhere, as provided in
the applicable pricing supplement. NIB is under no obligation to list any issued notes
and may in fact not do so.

Stabilization:
In connection with the issue and distribution of any tranche of notes made under this
program, a stabilizing manager disclosed in the applicable pricing supplement or any
person acting for the stabilizing manager may over-allot or effect transactions with a
view to supporting the market price of the notes of such tranche or the series of which
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such tranche forms a part issued under this program at a level higher than that which
might otherwise prevail for a limited period after the issue date. However, there may be
no obligation of the stabilizing manager or any agent of the stabilizing manager to do
this. Any such stabilizing, if commenced, may be discontinued at any time, and must be
brought to an end after a limited period. Such stabilizing shall be in compliance with all
applicable laws, regulations and rules.

Governing Law:
The notes will be governed by, and construed in accordance with, New York law,
except for authorization and execution of the notes by NIB and any other matters
required to be governed by the 2004 Agreement and the Statutes of NIB, as amended.

Purchase Currency:
You must pay for notes by wire transfer in the specified currency. You may ask an
agent to arrange for, at its discretion, the conversion of U.S. dollars or another currency
into the specified currency to enable you to pay for the notes. You must make this
request on or before the fifth Business Day preceding the issue date, or by a later date if
the agent allows. The agent will set the terms for each conversion and you will be
responsible for all currency exchange costs.

Warrants:
If NIB issues warrants, it will describe the specific terms relating to the warrants in the
applicable pricing supplement.

S-5
Table of Contents
Certain Risk Factors:
For information about risks associated with investments in the notes, especially foreign
currency notes and indexed notes, see "Risk Factors" beginning on page S-7.

S-6
Table of Contents
RISK FACTORS
Your investment in the notes entails risks. This section describes certain risks associated with investing in the notes and, in particular, foreign
currency notes and indexed notes. The applicable pricing supplement may describe additional risks. Such notes are not an appropriate investment
for persons who are unsophisticated with respect to foreign currency transactions or the type of index or formula used to determine amounts
payable on the notes. You should consult your financial and legal advisors about the risks of investing in the notes and the suitability of your
investment in light of your particular situation. NIB disclaims any responsibility for advising you on these matters.
NIB's credit ratings may not reflect all risks of an investment in the notes.
The credit ratings of NIB's medium-term note program may not reflect the potential impact of all risks related to structure and other factors
on any trading market for, or the trading value of, the notes. In addition, real or anticipated changes in NIB's credit ratings will generally affect any
trading market for, or trading value of, the notes.
Any decline in NIB's credit ratings may affect the market value of your notes.
NIB's credit ratings are an assessment of its ability to pay its obligations, including those on the offered notes. Consequently, actual or
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Document Outline

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