Obligation NorthInvest Bank 1.375% ( US65562QBM69 ) en USD

NorthInvest Bank

100 % ▲

Finlande

US65562QBM69 ( en USD )

1.375% par an ( paiement semestriel )

17/10/2022 - Obligation échue

Prospectus brochure de l'obligation Nordic Investment Bank (NIB) US65562QBM69 en USD 1.375%, échue

200 000 USD

1 000 000 000 USD

65562QBM6

La Nordic Investment Bank (NIB) est une banque multilatérale de développement appartenant aux pays nordiques et détenue par leurs gouvernements, qui finance des projets de développement dans ces pays et dans les pays voisins de la région de la Baltique.

L'Obligation émise par NorthInvest Bank ( Finlande ) , en USD, avec le code ISIN US65562QBM69, paye un coupon de 1.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/10/2022

LISTING PARTICULARS
(Comprising a Pricing Supplement dated October 9, 2019,
Prospectus dated May 26, 2017 and
Prospectus Supplement dated May 8, 2018)

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

US$1,000,000,000 1.375% NOTES DUE October 17, 2022
Issue Price: 99.728%
The Notes will mature at 100% of their principal amount on October 17, 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 16, 2019 (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 ................................
99.728%

0.100%

99.628%
Total .......................................
US$997,280,000

US$1,000,000

US$996,280,000
The underwriters will also be required to pay accrued interest from October 17, 2019 if the Notes are
delivered after that date.
The underwriters expect to deliver the Notes to investors on or about October 17, 2019.
HSBC
J.P. Morgan
RBC Capital
TD Securities
Markets

The date of these Listing Particulars is October 9, 2019.

ABOUT THIS PRICING SUPPLEMENT
This pricing supplement supplements the accompanying prospectus supplement dated May 8,
2018, relating to NIB's US$20,000,000,000 Medium-Term Note Program, Series D, and the
accompanying prospectus dated May 26, 2017, 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 8,
2018 and prospectus dated May 26, 2017, 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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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$1,000,000,000
Issue Price:
99.728%
Original Issue Date:
October 17, 2019
Maturity Date:
October 17, 2022
Specified Currency:
U.S. Dollars
Authorized Denominations:
US$200,000 and integral multiples of US$1,000
thereafter
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:
1.375% per annum
Interest Payment Dates:
April 17 and October 17 in each year, starting on April
17, 2020 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:
HSBC Bank plc, J.P. Morgan Securities plc, RBC
Capital Markets, LLC and The Toronto-Dominion Bank
Purchase Price:
99.628 %
Net Proceeds, after Discounts and
US$996,280,000
Commissions, to NIB:
Closing Date:
October 17, 2019
Listing:
Luxembourg
Securities Codes:

CUSIP:
65562QBM6
ISIN:
US65562QBM69
Common Code:
206656603
Fiscal Agent:
Citibank, N.A.
Paying Agent:
Citibank, N.A.
Luxembourg Paying Agent:
BNP Paribas Securities Services, Luxembourg Branch
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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INDEPENDENT AUDITORS
The Control Committee of 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. NIB appointed Authorized Public
Accountant Marcus Tötterman, representing the accounting from KPMG Oy Ab, Finland, and Authorized
Public Accountant Anders Tagde, representing KPMG AB, Sweden, as its independent joint auditors for
the 2017 financial year.
Change of Independent Auditors
Based on a tender process, the Control Committee of NIB has appointed as its independent joint
auditors for NIB for the 2018 financial year Authorized Public Accountant Terhi Mäkinen, representing
the accounting firm Ernst & Young Oy, Finland, and Authorized Public Accountant Mona Alfredsson,
representing Ernst & Young AB, Sweden. For the financial year 2019 NIB reappointed Authorized Public
Accountant Terhi Mäkinen, representing the accounting firm Ernst & Young Oy, Finland, and Authorized
Public Accountant Mona Alfredsson, representing Ernst & Young AB, Sweden, as its independent joint
auditors.
EXPERTS
The financial statements of Nordic Investment Bank for the year ended December 31, 2018
appearing in Nordic Investment Bank's Annual Report on Form 18-K/A filed on February 26, 2019 has
been audited by Ernst & Young Oy, Finland and Ernst & Young AB, Sweden, independent joint auditors,
as set forth in their report thereon included therein, and incorporated herein by reference.

With respect to the unaudited interim financial report of Nordic Investment Bank for the six-
month periods ended June 30, 2019 and 2018 appearing in Amendment No. 1 to Nordic Investment
Bank's Annual Report on Form 18-K/A filed on September 5, 2019, and incorporated herein by reference,
Ernst & Young Oy, Finland and Ernst & Young AB, Sweden, independent joint accounting firms,
reported that they have applied limited procedures in accordance with professional standards for a review
of such information. However, their report dated August 28, 2019 included in Amendment No. 1 to
Nordic Investment Bank's Annual Report on Form 18-K/A filed on September 5, 2019, and incorporated
herein by reference, states that they did not audit and they do not express an opinion on that interim
financial report. Accordingly, the degree of reliance on their report on such interim financial report should
be restricted in light of the limited nature of the review procedures applied. Neither Ernst & Young Oy,
Finland nor Ernst & Young AB, Sweden, independent joint accounting firms, is subject to the liability
provisions of Section 11 of the U.S. Securities Act of 1933, as amended (the "Securities Act") for their
report on the unaudited interim financial report because that report is not a "report" or a "part" of the
registration statement of which this prospectus is a part, prepared or certified by Ernst & Young Oy,
Finland and Ernst & Young AB, Sweden, independent joint auditors, within the meaning of Sections 7
and 11 of the Securities Act.

The financial statements of Nordic Investment Bank for the year ended December 31, 2017
appearing in Nordic Investment Bank's Annual Report on Form 18-K/A filed on March 16, 2018 has
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. 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.

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UNDERWRITING
NIB and the underwriters named below have entered into a terms agreement as of October 9,
2019 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 none of HSBC Bank plc, J.P. Morgan Securities plc or 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.
Underwriter
Underwriting Commitment
HSBC Bank plc
US$
250,000,000
J.P. Morgan Securities plc
US$
250,000,000
RBC Capital Markets, LLC
US$
250,000,000
The Toronto-Dominion Bank
US$
250,000,000

US$
1,000,000,000
EXPENSES OF THE ISSUE
NIB estimates the expenses of the issue to be Euro 100,000.
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SELLING RESTRICTIONS
Prohibition of Sales to EEA Retail Investors
Each of the underwriters has represented and agreed that it has not offered, sold or otherwise
made available and will not offer, sell or otherwise make available any Notes to any retail investor in the
European Economic Area. For the purposes of this provision:
(a)
the expression "retail investor" means a person who is one (or more) of the following:
(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, "MiFID II"); or
(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");and
(b)
the expression "offer" includes the communication in any form and by any means of
sufficient information on the terms of the offer and the Notes to be offered so as to enable
an investor to decide to purchase or subscribe for the Notes.
MIFID II PRODUCT GOVERNANCE
MIFID II Product Governance / Professional Investors And Eligible Counterparties Only Target
Market
Solely for the purposes of each 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 MiFID II; and (ii) all channels for
distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration
the manufacturers' 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
manufacturers' target market assessment) and determining appropriate distribution channels.
For the purposes of this provision, the expression "manufacturer" means any underwriter that is a
manufacturer under MiFID II.
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 10, 2015, April 25, 2017 and December 13, 2018,
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.
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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.
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, 2018.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
For a discussion of the material U.S. federal income tax considerations relating to the purchase,
ownership and disposition of the Notes, please see "United States Taxation" on page 11 of the
accompanying prospectus.
The discussion under "United States Federal Income Tax Considerations" in the accompanying
prospectus supplement is deleted.
U.S. holders that use an accrual method of accounting for tax purposes ("accrual method
holders") generally are required to include certain amounts in income no later than the time such amounts
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are reflected on certain financial statements (the "book/tax conformity rule"). The application of the
book/tax conformity rule thus may require the accrual of income earlier than would be the case under the
general tax rules described in the prospectus. It is not entirely clear to what types of income the book/tax
conformity rule applies, or, in some cases, how the rule is to be applied if it is applicable. However,
recently released proposed regulations generally would exclude, among other items, original issue
discount and market discount (in either case, whether or not de minimis) from the applicability of the
book/tax conformity rule. Although the proposed regulations generally will not be effective until taxable
years beginning after the date on which they are issued in final form, taxpayers generally are permitted to
elect to rely on their provisions currently. Accrual method holders should consult with their tax advisors
regarding the potential applicability of the book/tax conformity rule to their particular situation.

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Issuer
Nordic Investment Bank
Fabianinkatu 34
P.O. Box 249
FI-00171 Helsinki
Finland
Joint Book-Runners
HSBC Bank plc
J.P. Morgan Securities plc
RBC Capital Markets, LLC
The Toronto-Dominion Bank
8 Canada Square
25 Bank Street
Brookfield Place
60 Threadneedle Street
London E14 5HQ
Canary Wharf
200 Vesey Street, 8th Floor
London EC2R 8AP
United Kingdom
London E14 5JP
New York, New York
United Kingdom

United Kingdom
10281-8098

United States of America

Fiscal Agent
Citibank, N.A.
388 Greenwich Street, 14th Floor
New York, NY 10013
United States of America
Agents
Listing Agent
BNP Paribas Securities Services
Luxembourg Branch
60 avenue J.F. Kennedy
L-1855 Luxembourg
Luxembourg
New York Paying Agent
Luxembourg Paying Agent
Citibank, N.A.
BNP Paribas Securities Services
388 Greenwich Street, 14th Floor
Luxembourg Branch
New York, NY 10013
60 avenue J.F. Kennedy
United States of America
L-1855 Luxembourg
Luxembourg

Legal Advisers
To the Issuer
To the Underwriters
Mr. Sten Holmberg
Cleary Gottlieb Steen & Hamilton LLP
Chief Counsel
Neue Mainzer Str. 52
Nordic Investment Bank
60311 Frankfurt am Main
Fabianinkatu 34
Germany
P.O. Box 249
FI-00171 Helsinki
Finland
Auditors of the Issuer
Ernst & Young Oy
Alvar Aallon katu 5 C
FI-00100 Helsinki
Finland