Obligation Nederlandse Gemeentebank 0% ( XS0629890178 ) en USD

Nederlandse Gemeentebank

100 % ▲

Pays-Bas

XS0629890178 ( en USD )

25/05/2041 - Obligation échue

Prospectus brochure de l'obligation Bank Nederlandse Gemeenten XS0629890178 en USD 0%, échue

100 000 USD

114 000 000 USD

Bank Nederlandse Gemeenten (BNG) est une banque publique néerlandaise qui fournit des financements aux municipalités et aux institutions publiques aux Pays-Bas.

L'Obligation émise par Nederlandse Gemeentebank ( Pays-Bas ) , en USD, avec le code ISIN XS0629890178, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/05/2041

BASE PROSPECTUS
BNG Bank N.V.
formerly, N.V. Bank Nederlandse Gemeenten
(Incorporated in the Netherlands with limited liability and having its statutory domicile in The Hague)
Euro 100,000,000,000
Debt Issuance Programme
BNG Bank N.V. (formerly, N.V. Bank Nederlandse Gemeenten) (the "Issuer" or "BNG Bank") may from
time to time offer debt instruments (the "Notes") pursuant to a programme of issuance established on 7
December 1993 (as amended) (the "Programme"). The sum of the aggregate principal amount of Notes
outstanding at any time under the Programme will not exceed Euro 100,000,000,000 (or its equivalent in
other currencies). The Programme amount may be increased from time to time subject to the preparation of
a supplemental prospectus which shall be subject to the prior approval of the Netherlands Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten) (the "AFM").
The Notes will be issued on a continuing basis to one or more of the Dealers specified below and any
additional Dealer appointed for the duration of the Programme or, with regard to an issue of a particular
Tranche of Notes, for the purposes of that tranche (each a "Dealer" and together the "Dealers"). The Dealer
or Dealers with whom the Issuer agrees or proposes to agree on the issue of any Notes is or are referred to
as the "relevant Dealer" in respect of those Notes. The Notes will be issued in series (each a "Series") each
of which will comprise one or more tranches (each a "Tranche").
This document constitutes a base prospectus dated 23 May 2022 (the "Base Prospectus") within the
meaning of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). The Base Prospectus
is issued in replacement of a prospectus dated 21 May 2021, which does not affect any notes issued prior
to the date of this Base Prospectus.
The Programme has been rated AAA by S&P Global Ratings Europe Limited ("Standard & Poor's"),
AAA by Fitch Ratings Ltd ("Fitch") and Aaa by Moody's France SAS ("Moody's"). Tranches (as defined
herein) of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily
be the same as the ratings assigned to the Programme or the Issuer. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency. The rating of a certain Series or Tranche of Notes may be
specified in the applicable Final Terms. Whether or not each credit rating applied for in relation to a relevant
Series or Tranche of Notes will be issued by a credit rating agency established in the European Union and
registered under Regulation (EC) No. 1060/2009 of 16 September 2009 on credit rating agencies, as
amended (the "EU CRA Regulation") or the UK CRA Regulation (as defined below) will be disclosed
clearly and prominently in the Final Terms.
Each of Standard & Poor's, Fitch and Moody's are established in the European Union and registered under
the EU CRA Regulation as of the date of this Base Prospectus. The ratings Standard & Poor's, Fitch and
Moody's has given to the Notes to be issued under the Programme are endorsed by S&P Global Ratings
UK Limited, Fitch Ratings Limited and Moody's Investors Service Limited, respectively, which are
established in the UK and registered under Regulation (EU) No 1060/2009 on credit rating agencies as it
forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018
( the "UK CRA Regulation").

This Base Prospectus has been approved by AFM, which is the Netherlands competent authority for the
purpose of the Prospectus Regulation, as a base prospectus issued in compliance with the Prospectus
Regulation in the Netherlands for the purpose of giving information with regard to the issue of Notes during
the period of twelve months after the date hereof. This Base Prospectus shall be valid for use only by the
Issuer or others who have obtained the Issuer's consent for a period of up to twelve (12) months after its
approval by the AFM and shall expire on 23 May 2023, at the latest. The obligation to supplement this Base
Prospectus, in the event of any significant new factors, material mistakes or material inaccuracies relating
to information included in this Base Prospectus which may affect the assessment of any Notes, shall cease
to apply upon the expiry of the validity period of this Base Prospectus. The AFM only approves this Base
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the
subject of this Base Prospectus nor as an endorsement of the quality of any Notes that are the subject of this
Base Prospectus. Investors should make their own assessment as to the suitability of investing in the
securities.
The AFM shall notify the European Securities and Markets Authority ("ESMA"), a European Supervisory
Authority, of the approval of this Base Prospectus and any supplement hereto at the same time as such
approval is notified to the Issuer. In addition, the AFM shall provide ESMA with a copy of this Base
Prospectus and any supplement hereto.
Application may be made for Notes to be admitted to trading on Euronext in Amsterdam ("Euronext
Amsterdam"), the regulated market of Euronext Amsterdam N.V., SIX Swiss Exchange Ltd and the
regulated market of the Luxembourg Stock Exchange. The Programme also permits Notes to be issued on
the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock
exchange and/or quotation system.
The AFM has been requested by the Issuer to provide various competent authorities of the member states
of the European Economic Area with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with the Prospectus Regulation.
Furthermore, this Base Prospectus and the certificate of approval from AFM has been filed with the SIX
Exchange Regulation Ltd in its capacity as review body ("Prüfstelle") pursuant to article 54 of the Swiss
Financial Services Act ("FINSA").
The information on the websites to which a hyperlink has been included in this Base Prospectus does not
form part of this Base Prospectus and has not been scrutinised or approved by the AFM.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or any U.S. state securities laws and the Notes may not be offered, sold or delivered
within the United States, or to or for the account or benefit of U.S. persons (as defined in Regulation S
("Regulation S") under the Securities Act), except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws, or
pursuant to an effective registration statement. The Notes may be offered and sold (a) in bearer form or
registered form outside the United States to non-U.S. persons in reliance on Regulation S and (b) in
registered form within the United States to persons who are "qualified institutional buyers" ("QIBs") in
reliance on Rule 144A ("Rule 144A") under the Securities Act. Prospective purchasers who are QIBs
are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of
Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further
restrictions on offers, sales and transfers of Notes and distribution of this Base Prospectus, see "Plan of
Distribution" and "Transfer Restrictions". The Notes in bearer form are subject to United States tax law
requirements.
PROSPECTIVE INVESTORS SHOULD HAVE REGARD TO THE FACTORS DESCRIBED
UNDER THE SECTION HEADED "RISK FACTORS" IN THIS BASE PROSPECTUS.
This Base Prospectus must be read and construed together with any supplement hereto and with the
documents incorporated by reference herein (which can be found on the website of the Issuer,
https://www.bngbank.com/funding/issuance-programmes) and in relation to any Tranche of Notes, this
Base Prospectus should be read and construed together with the applicable Final Terms.
Amounts payable under the Notes may be calculated by reference to the Euro Interbank Offered Rate
("EURIBOR") which is provided by the European Money Markets Institute ("EMMI"), the euro short-
2

term rate ("STR") which is provided by the European Central Bank ("ECB"), the Secured Overnight
Financing Rate ("SOFR") which is provided by the Federal Reserve Bank of New York, or the Sterling
Overnight Index Average ("SONIA") which is provided by the Bank of England, or any other benchmark,
in each case as specified in the applicable Final Terms. As at the date of this Base Prospectus, from the list
of the above-named administrators, only EMMI is included in the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority ("ESMA") (the
"Benchmarks Register") pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU)
2016/1011) (the "BMR").
The applicable Final Terms may set out the name of the specific benchmark(s) and the relevant
administrator. In such a case they will further specify if the relevant administrator appears or does not
appear on the Benchmarks Register.
Arranger
RBC Capital Markets
Principal Dealers
ABN AMRO
Barclays
BofA Securities
BMO Capital Markets
BNG Bank
BNP PARIBAS
Citigroup
Commerzbank
Crédit Agricole CIB
Credit Suisse
Daiwa Capital Markets Europe
Deutsche Bank
DZ BANK AG
Goldman Sachs Bank Europe SE
HSBC
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho Securities
Morgan Stanley
Natixis
NatWest Markets
Nomura
NORD/LB
Rabobank
RBC Capital Markets
Santander Corporate & Investment Banking
Scotiabank
Société Générale Corporate & Investment Banking
TD Securities
UniCredit
The date of this Base Prospectus is 23 May 2022 and it replaces the Base Prospectus dated 21 May 2021.
3

TABLE OF CONTENTS
OVERVIEW OF THE PROGRAMME ....................................................................................................... 5
RISK FACTORS ........................................................................................................................................ 15
IMPORTANT NOTICES ........................................................................................................................... 42
NON-EXEMPT OFFERS OF NON-EXEMPT OFFER NOTES IN THE EUROPEAN ECONOMIC
AREA ......................................................................................................................................................... 47
ENFORCEMENT OF FOREIGN JUDGMENTS ...................................................................................... 53
FORWARD LOOKING STATEMENTS .................................................................................................. 54
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 55
FORMS OF NOTES .................................................................................................................................. 57
USE OF PROCEEDS ................................................................................................................................. 64
TERMS AND CONDITIONS OF THE NOTES ....................................................................................... 68
FORM OF FINAL TERMS ...................................................................................................................... 117
BNG BANK N.V. .................................................................................................................................... 147
CAPITALISATION ................................................................................................................................. 169
SELECTED FINANCIAL DATA 2021-2017 ......................................................................................... 170
OPERATING AND FINANCIAL REVIEW ........................................................................................... 172
TAXATION ............................................................................................................................................. 209
ERISA AND RETIREMENT PLAN CONSIDERATIONS .................................................................... 222
PLAN OF DISTRIBUTION ..................................................................................................................... 224
TRANSFER RESTRICTIONS ................................................................................................................ 232
GENERAL INFORMATION .................................................................................................................. 238
4

OVERVIEW OF THE PROGRAMME
This overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980, and must be read as an introduction to this Base
Prospectus. Any decision to invest in the Notes should be based on a consideration of this Base Prospectus
as a whole, including any amendment and/or supplement hereto and the documents incorporated by
reference herein. The following overview does not purport to be complete and is taken from, and is qualified
by, the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms. Words and expressions defined in the Terms and Conditions
of the Notes or elsewhere in this Base Prospectus have the same meanings in this section, unless otherwise
stated. Prospective investors should consider, among other things, the following.
Description
Debt Issuance Programme
Issuer
BNG Bank N.V. (formerly, N.V. Bank Nederlandse
Gemeenten) ("BNG Bank" or the "Issuer")
Issuer Legal Entity Identifier (LEI)
529900GGYMNGRQTDOO93
Program
The Issuer may, subject to compliance with all
relevant laws, regulations and directives, from time to
time issue Notes denominated in any currency as may
be agreed between the Issuer and the relevant Dealer.
The aggregate nominal amount, any interest rate or
interest calculation, the issue price and any other
terms and conditions contained herein with respect to
each Series of Notes will be determined at the time of
issuance and set forth in the applicable final terms
(the "Final Terms")
Size
Up to 100,000,000,000 aggregate principal amount
of Notes (or its equivalent in any other currency
calculated as described herein) outstanding at any
time. The Issuer may increase the amount of the
Programme in accordance with the terms of the dealer
agreement
dated
23
May
2022
(as further amended and/or supplemented and/or
restated from time to time, the "Dealer Agreement")
Arranger
RBC Europe Limited
Dealers
ABN AMRO Bank N.V.
Banco Santander, S.A.
Bank of Montreal, Europe plc
Barclays Bank Ireland PLC
BNG Bank N.V.
BNP Paribas
BNP Paribas (Suisse) SA
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Coöperatieve Rabobank U.A
Crédit Agricole Corporate and Investment Bank
Credit Suisse AG
Daiwa Capital Markets Europe Limited
Deutsche Bank Aktiengesellschaft
Deutsche Bank Aktiengesellschaft, Frankfurt am
Main, Zurich Branch
DZ BANK AG Deutsche Zentral-
Genossenschaftsbank, Frankfurt am Main
Goldman Sachs Bank Europe SE
5

HSBC Continental Europe
ING Bank N.V.
J.P. Morgan SE
Landesbank Baden-Württemberg
Mizuho Securities Europe GmbH
Morgan Stanley Europe SE
Natixis
NatWest Markets N.V.
Nomura Financial Products Europe GmbH
Norddeutsche Landesbank Girozentrale -
RBC Capital Markets (Europe) GmbH
RBC Capital Markets, LLC
RBC Europe Limited
Scotiabank (Ireland) Designated Activity Company
Société Générale
TD Global Finance unlimited company
UniCredit Bank AG
and any other Dealers appointed in accordance with
the Dealer Agreement
Paying Agents
Deutsche Bank AG, London Branch
Deutsche Bank Trust Company Americas
Non-U.S. Paying Agent
ABN AMRO Bank N.V. and Deutsche Bank
Luxembourg S.A., only with respect to Tranches (as
defined on the cover page) of Notes which are solely
offered and sold by the Issuer and/or the Dealers in
bearer form outside the United States of America
("U.S.") to non-U.S. persons in reliance on
Regulation S and only if so specified in the applicable
Final Terms
Distribution
Notes may be distributed by way of private or public
placement and in each case on a syndicated or non-
syndicated basis
Currencies
Subject to any applicable legal or regulatory
restrictions, such currencies as may be agreed
between the Issuer and the relevant Dealer, including,
without limitation, the Australian dollar, the Euro, the
Japanese yen, the New Zealand dollar, the British
pound, the Swiss franc and the United States dollar
Redenomination
The applicable Final Terms may provide that the
Notes may be redenominated in Euro. The relevant
provisions applicable to such redenomination are
contained in Condition 10 of the Terms and
Conditions of the Notes
Alternative Currency
If so specified in the applicable Final Terms,
whenever the Issuer is due to make any payment in a
currency in respect of any Notes and such currency
(the "Original Currency") is not available on the
foreign exchange markets due to the imposition of
exchange controls or due to the Original Currency's
replacement or disuse or other circumstances beyond
the Issuer's control, the Issuer will be entitled to
satisfy its obligation in respect of that payment by
making that payment in another currency (the
"Alternative Currency"). The amount of the
payment in the Alternative Currency and the
6

applicable exchange rate will be determined by the
Calculation Agent in its sole and absolute discretion,
acting in good faith and in a commercially reasonable
manner. Any payment made by the Issuer under such
circumstances in the Alternative Currency shall
constitute valid payment and shall not constitute an
Event of Default (as defined in Condition 7 of the
Terms and Conditions of the Notes)
Maturities
Any maturity, subject to applicable laws, regulations
and restrictions and subject to a minimum maturity of
one month
Issue Price
Notes may be issued on a fully-paid or a partly-paid
basis and at an issue price which is at par or at a
discount to, or premium over, par. The Issue Price
will be disclosed in the Final Terms
Issuance in Series
The Notes will be issued in Series, each of which will
comprise one or more Tranches. The Notes of each
Series will all be subject to identical terms, except that
the issue date, issue price and the date of the first
payment of interest may be different in respect of
different Tranches. The Notes of each Tranche will
all be subject to identical terms in all respects save
that a Tranche may comprise Notes of different
denominations
Form of Notes
The Notes will be issued in bearer form ("Bearer
Notes") or registered form ("Registered Notes") as
set out in the applicable Final Terms. Registered
Notes will not be exchangeable for Bearer Notes and
vice versa. No single Tranche may comprise both
Bearer Notes and Registered Notes
Bearer Notes
Each Tranche of Bearer Notes will be sold outside the
United States in 'offshore transactions' within the
meaning of Regulation S. Bearer Notes are subject to
U.S. tax law requirements. Subject to certain
exceptions, Bearer Notes may not be offered, sold or
delivered within the United States or to U.S. persons,
as defined under the Code and the U.S. Treasury
regulations promulgated thereunder. For a description
of these and certain further restrictions on offers, sales
and transfers of Notes and distribution of this Base
Prospectus, see "Plan of Distribution" and "Transfer
Restrictions". Bearer Notes will (unless otherwise
specified in the applicable Final Terms) initially be
represented by a temporary bearer global Note (a
"Temporary Bearer Global Note") which will be
deposited on the relevant issue date either (i) if the
Bearer Notes are intended to be issued in new global
note ("NGN") form, with a common safekeeper for
Euroclear
Bank
SA/NV
("Euroclear")
and
Clearstream
Banking,
S.A.
("Clearstream,
Luxembourg") or (ii) if the Bearer Notes are not
intended to be issued in NGN form, with a common
7

depositary
for
Euroclear
and
Clearstream,
Luxembourg and/or any other agreed clearing system
Interests in the Temporary Bearer Global Note will be
exchangeable as described therein for either interests
in a permanent bearer global Note (a "Permanent
Bearer Global Note" and together with the
Temporary Bearer Global Notes, the "Bearer Global
Notes") or Bearer Notes in definitive form
("Definitive Bearer Notes") from the 40th day after
the date on which the Temporary Bearer Global Note
is issued upon certain conditions including, in the
case of a Temporary Bearer Global Note where the
issue is subject to the TEFRA D Rules, upon
certification of non-U.S. beneficial ownership as
required by U.S. Treasury regulations. The applicable
Final Terms will specify that a Permanent Bearer
Global Note is exchangeable for Definitive Bearer
Notes either (i) upon not less than 30 days' notice or
(ii) upon the occurrence of certain Exchange Events,
as described in 'Form of the Notes' herein. Any
interest in a Bearer Global Note will be transferable
only in accordance with the rules and procedures for
the time being of either Euroclear and/or Clearstream,
Luxembourg as appropriate
Registered Notes
The Registered Notes of each Tranche offered and
sold in 'offshore transactions' within the meaning of
Regulation S will be sold to non-U.S. persons outside
the United States and will initially be represented by
a global note in registered form (a "Regulation S
Global Note"). The Registered Notes of each
Tranche offered and sold in the United States or to
U.S. persons may only be offered and sold in private
transactions to QIBs and will initially be represented
by a global note in registered form (a "Rule 144A
Global Note" and, together with a Regulation S
Global Note, the "Registered Global Notes" and
together with Bearer Global Notes, "Global Notes")
Registered Global Notes will (i) be deposited with a
custodian for, and registered in the name of a nominee
of, The Depository Trust Company ("DTC") and/or
(ii) be deposited with a common depositary or
common safekeeper, as the case may be for Euroclear
and/or Clearstream, Luxembourg, and registered in
the name of a common nominee of, Euroclear and
Clearstream, Luxembourg or in the name of a
nominee of the common safekeeper as specified in the
applicable Final Terms
The Registered Global Notes will be subject to certain
restrictions on transfer set forth therein and will bear
a legend regarding such restrictions (see "Plan of
Distribution" and "Transfer Restrictions"). In
addition, no beneficial owner of an interest in a
Registered Global Note will be able to transfer such
interest, except in accordance with the applicable
8

procedures of DTC, Euroclear and Clearstream,
Luxembourg, in each case to the extent applicable
Fixed Rate Notes
Interest on Fixed Rate Notes will be payable on the
date or dates specified in the applicable Final Terms
and on redemption and will be calculated on the basis
of such Day Count Fraction as may be agreed
between the Issuer and the relevant Dealer (as
specified in the applicable Final Terms)
Floating Rate Notes
Floating Rate Notes will bear interest either at a rate
determined on the same basis as the floating rate
under a notional interest-rate swap transaction in the
relevant Specified Currency or on the basis of a
reference rate appearing on the agreed screen page of
a commercial quotation as specified in the applicable
Final Terms. The Margin, if any, will be specified in
the applicable Final Terms
Zero Coupon Notes
Zero Coupon Notes will be offered and sold at a
discount to their principal amount or at par and will
not bear any interest
Dual Currency Interest Notes
Payments by the Issuer of interest will be made in
such currencies, and based on such rates of exchange,
as may be specified in the applicable Final Terms.
The Final Terms shall, in the instances where the
minimum denomination of the Notes to be issued is
less than EUR 100,000, include details of where past
and future performance and volatility of the relevant
rates can be obtained and a clear and comprehensive
explanation of how the value of the investment is
affected by the such relevant rates and the
circumstances when the risks are most evident
Dual Currency Redemption Notes
Payments by the Issuer of principal will be made in
such currency or currencies and based on such rates
of exchange, as may be specified in the applicable
Final Terms. The Final Terms shall, in the instances
where the minimum denomination of the Notes to be
issued is less than EUR 100,000, include details of
where past and future performance and volatility of
the relevant rates can be obtained and a clear and
comprehensive explanation of how the value of the
investment is affected by the such relevant rates and
the circumstances when the risks are most evident
9

Reverse Floater Interest Notes
The Issuer may issue Reverse Floater Interest Notes.
If "Fixed Rate Period" is specified to apply in the
applicable Final Terms, such Notes will bear interest
at a fixed rate of interest (being Rate of
Interest(Fixed)(t)) during any Interest Period(t)
falling within the Fixed Rate Interest Period
The Notes will bear interest at a variable Rate of
Interest during any Variable Rate Interest Period,
equal to the Fix(t), as specified in the applicable Final
Terms, minus the Underlying Rate(t) (multiplied by a
Multiplier(t) specified in the applicable Final Terms),
which will be subject to market fluctuations
The Rate of Interest in respect of any Variable Rate
Interest Period will be capped at the Cap(t), which is
specified in the applicable Final Terms
Step-Up Interest Notes and Step-Down
The Issuer may issue Step-Up Interest Notes and/or
Interest Notes
Step-Down Interest Notes
If "Fixed Rate Period" is specified to apply in the
applicable Final Terms, such Notes will bear interest
at a fixed rate of interest (being Rate of
Interest(Fixed)(t)) during any Interest Period(t)
falling within the Fixed Rate Interest Period
The Notes will bear interest at a variable Rate of
Interest during any Variable Rate Interest Period,
which in the case of Step-Up Interest Notes increases
periodically during the life of the Notes by the Step-
Up(t) and which in the case of Step-Down Interest
Notes decreases periodically during the life of the
Notes by Step-Down(t), in each case as specified in
the applicable Final Terms (other than if such
Variable Rate Interest Period is the first Interest
Period, for which the Notes will bear interest at a
fixed Rate of Interest)
CMS Linked Notes
Payments in respect of interest on CMS Brussels
Linked Notes (as the case may be) will be calculated
by reference to the difference between two separate
notional constant maturity swaps, which are weighted
in accordance with Multipliers as specified in the
applicable Final Terms in relation to which a further
Margin (if any) will be specified in the applicable
Final Terms
Other provisions in relation to interest-
Notes may have a maximum interest rate, a minimum
bearing Notes
interest rate or both. Interest on Notes in respect of
each Interest Period, as determined prior to issue by
the relevant Issuer and the relevant Dealer (if any),
will be payable on such Interest Payment Dates, and
will be calculated on the basis of such Day Count
Fraction, as may be determined by the relevant Issuer
and the relevant Dealer (if any)
Benchmark discontinuation
On the occurrence of a Benchmark Event or
Benchmark Transition Event (as the case may be) the
10