Obligation NRW Bank 3.125% ( XS1888230254 ) en USD

NRW Bank

100 % ▼

Allemagne

XS1888230254 ( en USD )

3.125% par an ( paiement annuel )

03/10/2021 - Obligation échue

Prospectus brochure de l'obligation NRW.BANK XS1888230254 en USD 3.125%, échue

1 000 USD

1 000 000 000 USD

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'Obligation émise par NRW Bank ( Allemagne ) , en USD, avec le code ISIN XS1888230254, paye un coupon de 3.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 03/10/2021

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 alleviated 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 (including on its professional segment) and may be listed on the Official List of the
Luxembourg Stock Exchange pursuant to Chapter 2 of Part III of the Loi du 16 juillet 2019 relative aux prospectus pour valeurs
mobilières dated 16th July, 2019.
ALLEVIATED PROSPECTUS
NRW.BANK
(incorporated as a public law institution in the Federal Republic of Germany (Germany))
(the Issuer)
Debt Issuance Programme
This alleviated prospectus (the Alleviated Prospectus) is dated 29th April, 2021 (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 48 of the Prospectus Act (as defined herein), this Alleviated 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 Alleviated 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 Alleviated Prospectus shall be read and construed on the basis that such documents are
incorporated in and form part of this Alleviated Prospectus.
The binding language of this Alleviated 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 Securities
Citigroup
Commerzbank
Crédit Agricole CIB

Daiwa Capital Markets Deutschland
DekaBank
Deutsche Bank
DZ BANK AG
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
Morgan Stanley
NatWest Markets
NRW.BANK
RBC Capital Markets
TD Securities
UniCredit Bank
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TABLE OF CONTENTS
Page
Responsibility Statement ........................................................................................................................................ 4
Important Notice..................................................................................................................................................... 4
General Description of the Programme .................................................................................................................. 7
Listing Information................................................................................................................................................. 8
Summary ................................................................................................................................................................ 9

General Information relating to the Programme ........................................................................ 9

Information relating to the Issuer............................................................................................. 11

Information relating to the Terms and Conditions of the Notes............................................... 13

Information relating to Risk Factors ........................................................................................ 19
Risk Factors .......................................................................................................................................................... 21

Factors that may affect NRW.BANK's ability to fulfil its obligations under Notes to be
issued under the Programme .................................................................................................... 21

Factors which are material for the purpose of assessing the market risks associated with
Notes to be issued under the Programme ................................................................................. 22

The Notes may not be a suitable investment for investors......................................... 22

Risks related to the structure of particular Notes....................................................... 23

Risks related to Notes generally ................................................................................ 35

Risks related to the market generally......................................................................... 36

Legal investment considerations may restrict certain investments ............................ 37
Form of the Notes................................................................................................................................................. 38

Form of the Bearer Notes......................................................................................................... 38

Form of the Registered Notes .................................................................................................. 39
Issue Procedures ................................................................................................................................................... 40
Form of the Final Terms....................................................................................................................................... 42
Terms and Conditions of the Notes ...................................................................................................................... 72

Part I Basic Terms Terms and Conditions of the Notes in Bearer Form............................ 74

Part II Annexes to the Basic Terms..................................................................................... 118

A. Terms and Conditions of Notes in Registered Form........................................... 118

B. Terms and Conditions for Definitive Notes in Bearer Form ............................... 136
Description of the Issuer..................................................................................................................................... 150
Use of Proceeds .................................................................................................................................................. 159
Documents Incorporated by Reference............................................................................................................... 160
Taxation Warning............................................................................................................................................... 164
Subscription and Sale ......................................................................................................................................... 165
General Information ........................................................................................................................................... 170
3

RESPONSIBILITY STATEMENT
NRW.BANK accepts sole responsibility for the information contained in this Alleviated 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, 2019 and 31st December, 2020, together with
the respective independent auditor's report thereon, contained in the Annual Report 2019 of NRW.BANK and the
Annual Report 2020 of NRW.BANK, respectively, and incorporated by reference into this Alleviated 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 46 of the Luxembourg Law on Prospectuses for Securities (loi du 16
juillet 2019 relative aux prospectus pour valeurs mobilières) (the Prospectus Act) that the information contained in this
Alleviated Prospectus is, to the best of its knowledge and belief, in accordance with the facts and that this Alleviated
Prospectus makes no omission likely to affect its import.
IMPORTANT NOTICE
The Issuer has confirmed to the Dealers (as defined below) that this Alleviated Prospectus contains (in accordance with
Article 44 (1) of the Prospectus Act) all information which is necessary to enable investors to make an informed
assessment of the assets and liabilities, profit and losses, financial position and prospects of the Issuer and of any rights
attaching to the Notes; that this Alleviated 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 Alleviated
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 Alleviated 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 Alleviated Prospectus or any
other information provided by the Issuer in connection with the Programme. Neither any Dealer nor any other person
mentioned in this Alleviated Prospectus (excluding the Issuer) accepts any liability in relation to the information
contained or incorporated by reference in this Alleviated 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 Alleviated 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 Alleviated 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 Alleviated 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 Alleviated
Prospectus, (ii) (in accordance with Article 52 of the Prospectus Act) in the event of any significant new factor, material
mistake or material inaccuracy relating to the information included in this Alleviated Prospectus (including any
information incorporated by reference in this Alleviated 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 Alleviated 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
Alleviated Prospectus or a new Alleviated Prospectus for use in connection with any subsequent issue of Notes. Such
4

supplement or new Alleviated 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
Alleviated Prospectus will also be viewable.
MiFID II Product Governance / Target Market 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 Notes (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.
UK MIFIR Product Governance / Target Market The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR 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 Distributor should take into consideration the target
market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the UK MiFIR Product Governance Rules) 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 UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Issuer nor the Arrangers nor the other Dealers nor any of their respective affiliates will be a manufacturer for
the purpose of the UK MIFIR Product Governance Rules.
Neither this Alleviated 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 Alleviated 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 Alleviated 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 Alleviated 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 Alleviated 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 Alleviated 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 Alleviated 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 Alleviated 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 Alleviated Prospectus, any
Final Terms, any Conditions and the offer and/or sale of Notes. In particular, there are restrictions on the distribution of
5

this Alleviated 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), the European Economic Area (the EEA) (including, but not limited
to, Belgium, the Republic of France (France), Germany, the Republic of Italy (Italy) and the Grand Duchy of
Luxembourg (Luxembourg)), Canada, Japan 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 Alleviated 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 Alleviated Prospectus containing information on future earnings capacity, plans and expectations
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 Alleviated 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 Alleviated Prospectus to become inaccurate. Accordingly,
potential investors are strongly advised to read the following sections of this Alleviated 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 Alleviated 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.
6

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 Alleviated 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 (including its professional segment) 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.
7

LISTING INFORMATION
This Alleviated 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 an alleviated prospectus within the meaning of Article 45 of the Prospectus Act. This Alleviated
Prospectus fulfils the requirements set out in Part III Chapter 2 of the Prospectus Act and Part 2 Chapter I Section 103
of the Rules and Regulations of the Luxembourg Stock Exchange in relation to Bearer Notes to be issued under the
Programme. However, this Alleviated Prospectus does not meet the requirements set forth in the Regulation (EU)
2017/1129, as amended (the Prospectus Regulation) and it has not been, and will not be, submitted for approval
to any competent authority within the meaning of the Prospectus Regulation. 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 Regulation.
Application has been made to the Luxembourg Stock Exchange in its capacity as relevant market operator of the
Luxembourg Stock Exchange for the approval of this Alleviated 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 (including its professional segment) 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 Alleviated
Prospectus pursuant to Article 43 (1) of the Prospectus Act in connection with Article 40 (2) of the Prospectus Act, and
(ii) the publication of this Alleviated Prospectus pursuant to Article 41 (1) of the Prospectus Act in connection with
Article 51 of the Prospectus Act. Accordingly, copies of this Alleviated 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 Alleviated 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 (including
its professional segment) and have been listed on the Official List of the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange's regulated market (including its professional segment) 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.
8

SUMMARY
The following summary must be read as an introduction to this alleviated prospectus (the Alleviated 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 Alleviated 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 Alleviated 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
BNP PARIBAS
BofA Securities Europe SA
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Crédit Agricole Corporate and Investment Bank
Daiwa Capital Markets Deutschland GmbH
DekaBank Deutsche Girozentrale
Deutsche Bank Aktiengesellschaft
DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main
HSBC Continental Europe
J.P. Morgan AG
Landesbank Baden-Württemberg
Morgan Stanley Europe SE
NatWest Markets N.V.
NRW.BANK
RBC Capital Markets (Europe) GmbH
The Toronto-Dominion Bank
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.
9

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.
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 a branch of
Fitch Ratings Ireland 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 adversely affected by foreseeable
events. F1 denotes the strongest capacity for timely payment of financial
commitments and is assigned to the lowest default risk relative to others; the
"+"denotes a particularly strong liquidity profile.
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. 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 Luxembourg Stock Exchange for
the approval of this Alleviated 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 (including its
professional segment) and may be listed on the Official List of the Luxembourg
10