Obligation Nederlandse Waterbank N.V. 8.991% ( XS0174298686 ) en EUR

Nederlandse Waterbank N.V.

100 % ⇌

Pays-bas

XS0174298686 ( en EUR )

8.991% par an ( paiement annuel )

01/09/2023 - Obligation échue

Prospectus brochure de l'obligation Nederlandse Waterschapsbank N.V XS0174298686 en EUR 8.991%, échue

10 000 EUR

50 000 000 EUR

La Nederlandse Waterschapsbank N.V. est une banque publique néerlandaise spécialisée dans le financement des projets d'aménagement et de gestion de l'eau pour les waterchappen (organismes de gestion de l'eau) aux Pays-Bas.

L'Obligation émise par Nederlandse Waterbank N.V. ( Pays-bas ) , en EUR, avec le code ISIN XS0174298686, paye un coupon de 8.991% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 01/09/2023

6 JULY 2006
NEDERLANDSE WATERSCHAPSBANK N.V.
(Incorporated in the Netherlands with its statutory seat in The Hague)

40,000,000,000 Debt Issuance Programme

This document constitutes a Base Prospectus within the meaning of Directive 2003/71/EC (the `Prospectus
Directive') and is issued in replacement of a prospectus dated 7 July, 2005, a supplemental prospectus dated 24
October, 2005 and a supplemental prospectus dated 23 December, 2005 and accordingly supersedes that earlier
prospectus as so supplemented. This does not affect any Notes issued prior to the date of this Base Prospectus.

This Base Prospectus has been approved by the Netherlands Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten, the `AFM'), which is the Netherlands competent authority for the purpose of the Prospectus
Directive and relevant implementing m easures in the Netherlands, as a Base Prospectus issued in compliance with
the Prospectus Directive and relevant implementing measures in the Netherlands for the purpose of giving
information with regard to the issue of Notes under the Programme during the period of twelve months after the date
hereof.

Under this 40,000,000,000 Debt Issuance Programme (the `Programme') Nederlandse Waterschapsbank N.V.
(the `Issuer') may from time to tim e issue notes (the `Notes') denominated in any currency agreed between the
Issuer and the relevant Dealer (as defined below).

Subject as set out herein, the Notes will not be subject to any maximum maturity but will have a minimum maturity
of one month and the maximum aggregate nominal amount of all Notes from time to time outstanding will not
exceed 40,000,000,000 (or its equivalent in other currencies calculated as described herein).

The Notes will be issued on a continuing basis to one or more of the Dealers specified below and any additional
Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an
ongoing basis (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 of each Tranche (as defined below) will (unless otherwise specified in the applicable Final Terms) initially
be represented by a global Note which will be deposited on the issue date thereof either (i) if the Notes are intended
to be issued in new global note (`NGN') form, with a common safekeeper for Euroclear Bank S.A./N.V. as operator
of the Euroclear System (`Euroclear') and Clearstream Banking, société anonyme (`Clearstream, Luxembourg') or
(ii) if the Notes are not intended to be issued in NGN form, with a comm on depositary on behalf of Euroclear and
Clearstream, Luxembourg and/or any other agreed clearing system or (ii) Euroclear Netherlands. See `Form of the
Notes' herein.

Notes issued under the Programme may be listed on Eurolist by Euronext Amsterdam (to which application has
been made for such purpose) or any other stock exchange specified in the applicable Final Terms.

The Programme has been rated AAA (in respect of Notes with a maturity of more than one year) and A1+ (in respect
of Notes with a maturity of one year or less) by Standard & Poor's Ratings Services. The Issuer has been assigned
a bank deposits rating of Aaa/P-1 by Moody's Investors Service Limited. Tranches of Notes 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 ratings assigned to the Programme. 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 Issuer may agree with any Dealer that Notes may be issued in a form not contemplated by the Terms and
Conditions of the Notes herein, in which case a supplemental Base Prospectus, if appropriate, will be made
available which will describe the effect of the agreement reached in relation to such Notes and which will be subject
to the prior approval of the AFM.

Arranger

ABN AMRO

Dealers
ABN AMRO

Barclays Capital
Citigroup

Credit Suisse
Daiwa Securities SMBC Europe

ING Wholesale Banking
JPMorgan

Merrill Lynch International
Mizuho International plc

Nederlandse Waterschapsbank N.V.
Nomura International

Rabobank International
UBS Investment Bank

2

IMPORTANT NOTICE

The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best of the
knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) the
information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to
affect the import of such information.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of
Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined
under `Terms and Conditions of the Notes') of Notes will be set forth in the final terms (the `Final Terms') which,
with respect to Notes to be listed on Eurolist by Euronext Amsterdam, will be filed with the AFM and delivered to
Euronext Amsterdam on or before the date of issue of the Notes of such Tranche.

The Programme provides that Notes may be admitted to listing, trading and/or quotation by such other or further
listing authority, stock exchange and/or quotation system as may be agreed between the Issuer and the relevant
Dealer. The Issuer may also issue unlisted Notes.

The Issuer will, in connection with the listing of the Notes on the relevant regulated market, so long as any Note
remains outstanding and listed on such market, in the event of a material adverse change in the financial condition
of the Issuer which is not reflected in this Base Prospectus, prepare a supplement to this Base Prospectus or publish
a new Base Prospectus for use in connection with any new offer of Notes to be listed on the relevant regulated
market. If the terms of this Programme are m odified or amended in a manner which would make this Base
Prospectus inaccurate or misleading, a new Base Prospectus will be prepared.

This Base Prospectus is to be read in conjunction with all documents which are deem ed to be incorporated herein
by reference (see `Documents Incorporated by Reference' below). This Base Prospectus shall be read and construed
on the basis that such documents are incorporated in and form part of this Base Prospectus.

No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Base Prospectus or any other information supplied in connection with the Programme 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 this Base Prospectus nor any other information supplied in connection with the Programme should be
considered as a recommendation by the Issuer or any of the Dealers that any recipient of this Base Prospectus or
any other information supplied in connection with the Programm e should purchase any Notes. Accordingly, no
representation, warranty or undertaking, express or implied, is made by the Dealers, in their capacity as such. 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 Base Prospectus nor
any other information supplied in connection with 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.

The delivery of this Base Prospectus does not at any time 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 as of 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. Investors should review, inter alia, the most recent financial statements of the Issuer when
deciding whether or not to purchase any Notes.

The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Base Prospectus or any Notes come must inform themselves
about, and observe, any such restrictions. For a description of certain restrictions on offers, sales and deliveries of
Notes and on distribution of this Base Prospectus and other offering material relating to the Notes see `Subscription
and Sale' below.

3

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
`Securities Act'), and certain of the Notes 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 `Subscription and Sale'
below).

In connection with the issue and distribution of any tranche of Notes, the Dealer (if any) disclosed as the
Stabilising Manager in the applicable Final Terms or any person acting for the Stabilising Manager may
overallot or effect transactions with a view to supporting the market price of the Notes of the series (as defined
in `Terms and Conditions of the Notes') of which such tranche forms part at a level higher than that which
might otherwise prevail for a limited period after the issue date. However, there may be no obligation on the
Stabilising Manager or any agent of his to do this. Such stabilising, if commenced, m ay be discontinued at any
time and must be brought to an end after a limited period. Such stabilising shall be in compliance with all
relevant laws and regulations and will in respect of notes listed on Eurolist by Euronext Amsterdam, in any
event be discontinued 30 days after the relevant issue date. Stabilisation transactions conducted on the
regulated market of Euronext Amsterdam must be conducted on behalf of the Stabilising Manager, by a
Member of Euronext Amsterdam and must be conducted in accordance with all applicable laws and regulations
of Euronext Amsterdam and Article 32 and Annex 6 of the Further Regulation on Market Conduct Supervision
of the Securities Trade 2002 ('Nadere Regeling Gedragstoezicht Effectenverkeer 2002'), as amended.

All references in this document to `U.S. dollars', 'United States dollars' `U.S.$' and `$' refer to the currency of the
United States of America, those to `Japanese Yen', `Yen' and `¥' refer to the currency of Japan, those to `Swiss
Francs' and `CHF' refer to the currency of Switzerland, those to `Sterling' and `£' refer to the currency of the United
Kingdom and those to `' and `euro' 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.

4

TABLE OF CONTENTS

SUMMARY OF THE PROGRAMME AND TERMS AND CONDITIONS OF THE NOTES
6

RISK FACTORS
10

DOCUMENTS INCORPORATED BY REFERENCE
12

FORM OF THE NOTES
13

FORM OF FINAL TERMS
15

TERMS AND CONDITIONS OF THE NOTES
26

USE OF PROCEEDS
42

NEDERLANDSE WATERSCHAPSBANK N.V.
43

NETHERLANDS TAXATION
51

SUBSCRIPTION AND SALE
54

GENERAL INFORMATION

57

5

SUMMARY OF THE PROGRAMME AND
TERMS AND CONDITIONS OF THE NOTES

This summary must be read as an introduction to this Base Prospectus and any decision to invest in the Notes
should be based on a consideration of the Base Prospectus as a whole, including any amendment and supplement
thereto and the documents incorporated by reference. Civil liability attaches to the Issuer, being the entity which has
tabled the summary (including any translation thereof), and applied for its notification, but only if the summary is
misleading, inaccurate or inconsistent when read together with other parts of the Base Prospectus. Where a claim
relating to the information contained in a Base Prospectus is brought before a court, the plaintiff investor might, under
the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the
legal proceedings are initiated.

The Issuer
Nederlandse Waterschapsbank N.V. (the "Issuer") was incorporated in 1954 under the laws of the Netherlands and
is a public company ("naamloze vennootschap"). The Issuer is authorised by the Dutch Central Bank ('De
Nederlandsche Bank N.V.' or 'DNB') to pursue the business of a credit institution ('kredietinstelling') in the
Netherlands and is consequently supervised by DNB. In addition the Issuer is supervised by the AFM.

Shareholders of the Issuer
The shares of the Issuer are held by 26 water boards ('waterschappen') (81 per cent.), by 9 provinces (2 per cent.)
and the State of The Netherlands (17 per cent.)

Business overview
The Issuer engages lending activities including providing:

loans to central or other public authoritites; and

loans to legal entities which are controlled by central or other public authorities (either fully or to a large extent,
directly or indirectly, and by means of share-ownership or otherwise).
The Issuer's Articles of Association limits the lending activities of the Issuer to granting loans to water boards and
other public entities and to any legal entity in which a public entity has a predominant interest.

The executive board
The executive board of the Issuer consists of chairman A.M.H.T. Koemans and the members A.J.M.M. Van Cleef
and R.A. Walkier. The supervisory board of the Issuer consists of seven members, which are listed in the section
'Nederlandse Waterschapsbank N.V.'

Financial information relating to the Issuer
The Issuer's balance sheet for 2004 and 2005 are disclosed in this Base Prospectus. The financial statements of the
Issuer have been prepared in accordance with accounting principles which are generally accepted in the
Netherlands. The Issuer has adopted International Financial Reporting Standards (IFRS) for the first time for the
financial year 2005. The financial statements of the Issuer disclosed in this Base Prospectus have been audited for
the two financial years preceding the date of this Base Prospectus by Ernst & Young Accountants. The Issuer's
capitalisation amounts to EUR 1,224 m illion as at 31 December 2005. The indebtedness of the Issuer as at 31
December 2005 amounts to EUR 31,924 million.

Risk factors
Potential investors must be aware of certain risk factors (as described in detail hereafter in the chapter "Risk
Factors") which are related to (i) the market generally, (ii) the assessment of the market risk relating to Notes issued
under the Programme, (iii) the structure of a particular issue of Notes and (iv) Notes generally, when considering
whether to make a purchase of Notes issued under the Programme.

Key characteristics of the Programme and the Notes
Description
Debt Issuance Programme

Arranger
ABN AMRO Bank N.V.

Dealers
ABN AMRO Bank N.V.

6

Barclays Bank PLC

Citigroup Global Markets Limited

Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International)

Credit Suisse Securities (Europe) Limited

Daiwa Securities SMBC Europe Limited

ING Bank N.V.

J.P. Morgan Securities Ltd.

Merrill Lynch International

Mizuho International plc

Nederlandse Waterschapsbank N.V.

Nomura International plc

UBS Limited

Regulatory Matters
Each issue of Notes 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 (see `Subscription and Sale' below).

Issuing and Principal
Dexia Banque Internationale à Luxembourg, société anonyme
Paying Agent

Size
Up to 40,000,000,000 (or its equivalent in other currencies calculated as described
herein) outstanding at any time. The Issuer may increase the amount of the Programme
in accordance with the terms of the Programme Agreement.

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,
Australian dollars, Canadian dollars, Danish krone, euro, Hong Kong dollars, New
Zealand dollars, Sterling, Swiss francs, United States dollars and Japanese yen.

Redenomination
The applicable Final Terms may provide that certain Notes may be redenominated in
euro

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.

Form of Notes
Each Tranche of Notes will (unless otherwise specified in the applicable Final Terms)
initially be represented by a global Note which will be deposited on the relevant Issue
Date either (i) with a common depositary for Euroclear and Clearstream, Luxembourg
and/or any other agreed clearing system or (ii) with Euroclear Netherlands. The global
Note will be exchangeable as described therein for either a permanent global Note or
definitive Notes upon certain conditions including, in the case of a temporary global
Note where the issue is subject to TEFRA D selling restrictions, upon certification of
non-U.S. beneficial ownership as required by U.S. Treasury regulations. The applicable
Final Terms will specify that a permanent Global Note is exchangeable for definitive
Notes either (i) upon not less than 30 days' notice or (ii) upon the occurance of an
Exchange Event, as described in `Form of the Notes' herein. Any interest in a global
Note will be transferable only in accordance with the rules and procedures for the time
being of either (i) Euroclear, Clearstream, Luxembourg and/or any other agreed clearing
system or (ii) Euroclear Netherlands, as appropriate. Definitive Notes to be held in

7

Euroclear Netherlands will be in either K-form (including `verzamelbewijs') or CF-form as
described in `Form of the Notes' below.

Fixed Rate Notes
Fixed interest 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 Fixed Day Count
Fraction as may be agreed between the Issuer and the relevant Dealer.

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 governed by an agreement incorporating the 2000 ISDA Definitions (as
published by the International Swaps and Derivatives Association, Inc., and as amended
and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series)
or on the basis of a reference rate appearing on the agreed screen page of a
commercial quotation service or on such other basis as may be agreed between the
Issuer and the relevant Dealer (as indicated in the applicable Final Terms).

The Margin (if any) relating to such floating rate will be specified in the applicable Final
Terms.

Index Linked Notes
Payments in respect of interest on Index Linked Interest Notes or in respect of principal
on Index Linked Redemption Notes will be calculated by reference to such index and/or
formula as may be specified in the applicable Final Terms.

Other provisions in relationFloating Rate Notes and Index Linked Interest Notes may also have a
to Floating Rate Notes
maximum interest rate, a minimum interest rate or both.
and Index Linked

Interest Notes

Dual Currency Notes
Payments (whether in respect of principal or interest and whether at maturity or
otherwise) in respect of Dual Currency Notes will be made in such currencies, and
based on such rates of exchange, as may be specified in the applicable Final Terms.

Zero Coupon Notes
Zero Coupon Notes will be offered and sold at a discount to their nominal amount or at
par and will not bear interest.

Redemption
The applicable Final Terms will indicate either that the Notes cannot be redeemed prior
to their stated maturity (other than in specified instalments (see below), if applicable, or
for taxation reasons or following an Event of Default) or that such Notes will be
redeemable at the option of the Issuer and/or the Noteholders upon giving not less than
15 nor more than 30 days' irrevocable notice (or such other notice period (if any) as is
indicated in the applicable Final Terms) to the Noteholders or the Issuer, as the case
may be, on a date or dates specified prior to such stated maturity and at a price or
prices and on such terms as are indicated in the applicable Final Terms.

The applicable Final Terms may provide that Notes may be repayable in two or more
instalments in such amounts and on such dates as indicated in it.

The Notes are unsecured obligations of the Issuer and will be redeemed in full by the
Issuer.

Denomination of Notes
Notes will be issued in such denominations as may be specified in the applicable Final
Terms save that the minimum denomination of each Note will be such 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.

Taxation
Payments in respect of the Notes will as specified in the applicable Final Terms be
made either subject to withholding of applicable Dutch taxes (if any) or without
withholding or deduction for or on account of taxes levied in the Netherlands, subject to

8

certain exceptions as provided in Condition 7. If the applicable Final Terms provide that
payments are to be made subject to withholding of applicable Dutch taxes (if any), it will
also specify that Condition 6(b) will not apply to the Notes.

Negative Pledge
See Condition 2.

Cross Default
None.

Status of the Notes
The Notes will constitute unsecured and unsubordinated obligations of the Issuer and
will rank pari passu without any preference among themselves and with all other present
and future unsecured and unsubordinated obligations of the Issuer save for those
preferred by mandatory provisions of law.

Rating
The Programme has been rated AAA (in respect of Notes with a maturity of more than
one year) and A1+ (in respect of Notes with a maturity of one year or less) by Standard
& Poor's Ratings Services. The Issuer has been assigned a bank deposits rating of
Aaa/P-1 by Moody's Investors Service Limited. Tranches of Notes 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 ratings assigned to the Programme. 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.

Listing
Application has been made for Notes to be listed on Eurolist by Euronext Amsterdam.
The Notes may also be listed on such other regulated market as may be agreed
between the Issuer and the relevant Dealer in relation to each issue. Unlisted Notes may
also be issued. The applicable Final Terms will state whether or not the Notes are to be
listed and, if so, on which regulated market.

Governing Law
The Notes will be governed by, and construed in accordance with, the laws of the
Netherlands.

Selling Restrictions
There are selling restrictions in relation to the European Economic Area (including the
Netherlands and the United Kingdom), Japan and the United States and such other
restrictions as may be required in connection with the offering and sale of a particular
Tranche of Notes. See `Subscription and Sale' below.

9

RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulfil its obligations under Notes issued under
the Programme. These factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring. Factors (although not exhaustive) which could
be material for the purpose of assessing the market risks associated with Notes issued under the Programme are
described below.

The Issuer believes that the factors described below represent the principal risks inherent in investing in Notes
issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Notes may occur for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding any Notes are exhaustive. The risks described below are not the only risks the Issuer
faces. Additional risks and uncertainties not presently known to the Issuer or that it currently believes to be
immaterial could also have a material im pact on its business operations. Prospective investors should also read the
detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any
investment decision.

Risks related to the market generally

The secondary market generally

Notes may have no established trading market when issued, and one may never develop. If a market does develop,
it may not be very liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide
them with a yield comparable to similar investments that have a developed secondary market. This is particularly
the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific
investments objectives or strategies or have been structured to meet the investment requirements of limited
categories of investors. These types of Notes will generally have a more limited secondary market and more price
volatility than conventional debt securities. Illiquidity m ay have a severely adverse effect on the market value of
Notes.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in the currency specified in the applicable Final Terms (the
"Specified Currency"). This presents certain risks relating to currency conversions if an investor's financial activities
are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified
Currency). These include the risk that exchange rates may change significantly (including changes due to
devaluations of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with
jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of
the Investor's Currency relative to the Specified Currency would decrease (i) the Investor's Currency-equivalent yield
on the Notes, (ii) the Investor's Currency-equivalent value of the principal payable on the Notes and (iii) the
Investor's Currency-equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could
adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than
expected, or no interest or principal.

Credit Rating Risks

Credit or corporate ratings may not reflect all risks. One or more independent rating agencies may assign ratings to
the Notes and/or the Issuer. The ratings may not reflect the potential impact of all risks related to structure, market,
additional factors discussed in this paragraph, and other factors that may affect the value of the Notes or the
standing of the Issuer. A credit rating and/or a corporate rating is not a recommendation to buy, sell or hold
securities and may be revised or withdrawn by the rating agency at any time.

10