Obligation Nederlandse Waterbank 0% ( XS0454582536 ) en EUR

Nederlandse Waterbank

100 % ▲

Pays-Bas

XS0454582536 ( en EUR )

30/09/2039

Prospectus brochure de l'obligation Nederlandse Waterschapsbank XS0454582536 en EUR 0%, échéance 30/09/2039

1 000 000 EUR

109 000 000 EUR

La Nederlandse Waterschapsbank est une banque publique néerlandaise spécialisée dans le financement des projets d'aménagement hydraulique et de gestion de l'eau.

L'Obligation émise par Nederlandse Waterbank ( Pays-Bas ) , en EUR, avec le code ISIN XS0454582536, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/09/2039

28 April 2023

NEDERLANDSE WATERSCHAPSBANK N.V.
(Incorporated in the Netherlands with its statutory seat in The Hague)
75,000,000,000 Debt Issuance Program
Under this 75,000,000,000 Debt Issuance Program (the `Program') Nederlandse Waterschapsbank N.V. (the
`Issuer' or `NWB Bank') may from time to time issue notes (the `Notes') denominated in any currency agreed
between the Issuer and the relevant Dealer (as defined below). As set out herein, the Notes will not be subject to any
maximum maturity but will have a minimum maturity of one month. The maximum aggregate nominal amount of all
Notes from time to time outstanding will not exceed 75,000,000,000 (or its equivalent in any other currency
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 for the duration of the Program 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 28 April 2023 (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 29 April 2022, which does not affect any notes issued prior to the date of this Base Prospectus.
This Base Prospectus has been approved by the Dutch Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten, the `AFM'), which is the Dutch 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 for a period of up to 12 months after its approval
by the AFM and shall expire on 28 April 2024, at the latest.
The obligation to supplement this Base Prospectus, in the event of significant new factors, material mistakes or
material inaccuracies only, 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.
Application may be made for Notes to be admitted to trading on Euronext Amsterdam (`Euronext Amsterdam'), the
regulated market of Euronext Amsterdam N.V., the Official List of the Luxembourg Stock Exchange (the
`Luxembourg Stock Exchange'), Euronext Paris (`Euronext Paris'), the regulated market of Euronext Paris S.A.
and Eurex Deutschland (`Eurex Deutschland'), the regulated market of Eurex Frankfurt AG. In addition, Notes may
be listed or admitted to trading, as the case may be, on any other stock exchange or market specified in the applicable
Final Terms. The Program 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 the Luxembourg Commission de Surveillance du Secteur
Financier (the `CSSF'), the French Autorité des marchés financiers (the `AMF') and the German Bundesanstalt für
Finanzdienstleistungsaufsicht (the `BaFin') with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with Article 25 of the Prospectus Regulation.
1

The AFM shall notify the European Securities and Markets Authority (`ESMA') 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.
The Program has been rated AAA (in respect of Notes with a maturity of more than one year) and A-1+ (in respect of
Notes with a maturity of one year or less) by S&P Global Ratings Europe Limited (`S&P') and has been rated P-1 (in
respect of short-term Notes) and Aaa (in respect of senior unsecured medium-term Notes) by Moody's France S.A.S.
or any other registered Moody's branch (`Moody's'). Series of Notes may be rated or unrated. Where a Series of Notes
is rated, such rating will not necessarily be the same as the ratings assigned to the Program. 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. As of the date of this Base Prospectus, each of S&P and Moody's is established in the
European Union and is registered under Regulation (EC) No 1060/2009 of 16 September 2009 on credit rating
agencies (as amended and supplemented, the `CRA Regulation').
The rating of a certain Series of Notes, if applicable, will be specified in the applicable Final Terms. Whether or not
each credit rating applied for in relation to such Series of Notes will be issued by a credit rating agency established in
the European Union and registered or certified under the CRA Regulation will be disclosed clearly and prominently
in the Final Terms.
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 as set out herein, in which case a supplement, a new base prospectus or a drawdown
prospectus, as appropriate, will be made available which will describe the effect of the agreement reached in relation
to such Notes and, if relevant, which will be subject to the prior approval of the AFM.
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 scrutinized or approved by the AFM.
The Notes have not been and will not be registered under the United States 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 a transaction not subject to, the registration requirements
of the Securities Act, applicable U.S. state securities laws or pursuant to an effective registration statement. The Notes
may be offered and sold (a) in bearer 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') within
the meaning of and in reliance on Rule 144A under the Securities Act (`Rule 144A') and outside the United States to
non-U.S. persons in reliance on Regulation S. 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'. Notes in bearer
form are subject to U.S. tax law requirements.
An investment in the Notes involves certain risks. Prospective investors should have regard to the risk factors
described under `Risk Factors' in this Base Prospectus.
This Base Prospectus must be read and construed together with any amendments or supplements hereto and with the
documents incorporated by reference herein (which can be found on the website of the Issuer, https://nwbbank.com
and may be obtained by contacting the Issuer by telephone (+31 70 416 62 66) or by e-mail: [email protected]),
and in relation to any Tranche, this Base Prospectus should be read and construed together with the applicable Final
Terms.

2

Joint-Arrangers
BofA Securities
NatWest Markets
Dealers
ABN AMRO
Barclays
BayernLB
BMO Capital Markets
BNP PARIBAS
BofA Securities
CIBC Capital Markets
Citigroup
Commerzbank Aktiengesellschaft
Crédit Agricole CIB
Credit Suisse
Daiwa Capital Markets Europe
Danske Bank
Deutsche Bank
DNB Markets
DZ BANK AG
Goldman Sachs Bank Europe SE
HSBC
ING
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho
Morgan Stanley
Natixis
NatWest Markets
Nomura
Norddeutsche Landesbank - Girozentrale-
Nordea
Rabobank
RBC Capital Markets
Scotiabank
SEB
Shinkin International Ltd.
SMBC
Société Générale Corporate & Investment Banking
Swedbank
TD Securities
UBS Investment Bank
Zürcher Kantonalbank

3

TABLE OF CONTENTS

Page
Overview of the Program............................................................................................................................................... 5
Risk Factors ................................................................................................................................................................. 14
Responsibility Statement ............................................................................................................................................. 34
Important notices ......................................................................................................................................................... 35
Available Information .................................................................................................................................................. 40
Service of Process and Enforcement of Civil Liabilities ............................................................................................. 41
Presentation of Financial and Other Information ......................................................................................................... 42
Cautionary Statement Regarding Forward-Looking Statements ................................................................................. 43
Documents Incorporated by Reference ........................................................................................................................ 44
Form of the Notes ........................................................................................................................................................ 46
Book-Entry Clearance Systems ................................................................................................................................... 50
Form of Final Terms .................................................................................................................................................... 54
Terms and Conditions of the Notes ............................................................................................................................. 80
Use of Proceeds ......................................................................................................................................................... 131
Nederlandse Waterschapsbank N.V. ......................................................................................................................... 135
Selected Financial Data ............................................................................................................................................. 155
Operating and Financial Review ............................................................................................................................... 157
Taxation ..................................................................................................................................................................... 188
Benefit Plan Investor Considerations ........................................................................................................................ 201
Plan of Distribution ................................................................................................................................................... 203
Transfer Restrictions .................................................................................................................................................. 210
General Information .................................................................................................................................................. 214

4

OVERVIEW OF THE PROGRAM
This overview constitutes a general description of the Program for the purposes of Article 25(1) of Commission
Delegated Regulation (EU) No 2019/980 (as amended), 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 Program
Issuer
Nederlandse Waterschapsbank N.V. (`NWB Bank')
Issuer Legal Entity Identifier (LEI)
JLP5FSPH9WPSHY3NIM24
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 (as defined on
the cover page) of Notes will be determined at the time of
issuance and set forth in the applicable final terms (the
`Final Terms').
Size
Up to 75,000,000,000 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 Program in accordance with the
terms of the program agreement dated 28 April 2023
(as further amended and/or supplemented and/or restated
from time to time, the `Program Agreement').
Joint-Arrangers
BofA Securities Europe SA
NatWest Markets N.V.
Dealers
ABN AMRO Bank N.V.
Bank of Montreal Europe plc
Barclays Bank Ireland PLC
Bayerische Landesbank
BofA Securities Europe SA
BNP Paribas
CIBC Capital Markets (Europe) S.A.
Citigroup Global Markets Europe AG
Commerzbank Aktiengesellschaft
Coöperatieve Rabobank U.A.
Crédit Agricole Corporate and Investment Bank
Credit Suisse Bank (Europe), S.A.
Daiwa Capital Markets Europe Limited
Danske Bank A/S
Deutsche Bank Aktiengesellschaft
DNB Bank ASA
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
5

Goldman Sachs Bank Europe SE
HSBC Bank plc
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
Nordea Bank Abp
Norddeutsche Landesbank - Girozentrale
RBC Capital Markets (Europe) GmbH
RBC Europe Limited
Scotiabank (Ireland) Designated Activity Company
Shinkin International Ltd.
Skandinaviska Enskilda Banken AB (publ)
SMBC Bank EU AG
Société Générale
Swedbank AB (publ)
TD Global Finance unlimited company
UBS AG London Branch
Zürcher Kantonalbank

Principal Paying Agent
Citibank N.A., London Branch
Non-U.S. Paying Agent
Banque Internationale à Luxembourg, 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,
Australian dollars, Canadian dollars, Danish krone, Euro,
Hong Kong dollars, New Zealand dollars, Sterling, Swiss
Francs, Norwegian krone, Swedish krona, Turkish lira,
U.S. Dollars, South African rand and Japanese yen.
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 4 of the Terms and Conditions of the Notes.
Alternative Currency
If 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
6

payment by making that payment in another currency (the
`Alternative Currency') if so specified in the applicable
Final Terms. The applicable exchange rate will be
determined by the Calculation Agent in its sole 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 10 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 U.S. Internal
Revenue Code of 1986 (as amended, the "Code") and the
U.S. Treasury regulations promulgated thereunder. 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 depositary for Euroclear and Clearstream,
Luxembourg and/or any other agreed clearing system.
7

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 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
8

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:
(a) 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 either
the 2006 ISDA Definitions, Inc. (as published by the
International Swaps and Derivatives Association (`ISDA')
and as amended and updated as at the Issue Date of the
first Tranche of the Notes or the relevant Series), or the
latest version of the 2021 ISDA Interest Rate Derivatives
Definitions (as published by ISDA as at the Issue Date of
the first Tranche of the Notes of the relevant Series) as
specified in the applicable Final Terms. The Margin, if
any, will be specified in the applicable Final Terms; or

(b) on the basis of the reference rate set out in the
applicable Final Terms.
FX Linked Notes
Payments in respect of interest on FX Linked Interest
Notes or payments in respect of principal on FX Linked
Redemption Notes will be calculated based on the
formula's specified in Condition 5.2(c) and/or Condition
7.8 of the Terms and Conditions of the Notes, respectively,
by reference to such exchange rate as may be specified in
the applicable Final Terms.
Inflation Linked Notes
Payments in respect of interest on Inflation Linked Notes
will be calculated by reference to such inflation index as
may be specified in the applicable Final Terms.
CMS Linked Notes
Payments in respect of interest on CMS Linked Notes 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 Floating Rate
Floating Rate Notes, FX Linked Interest Notes, CMS
Notes, FX Linked Interest Notes, CMS Linked
Linked Notes or Inflation Linked Notes may also have a
Notes and Inflation Linked Notes
minimum interest rate, a maximum interest rate or both.
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 principal amount or at par and will not bear any
interest.
9

Early Redemption
The applicable Final Terms will indicate either (i) that the
Notes cannot be redeemed prior to their stated maturity
(other than in specified installments (see below), if
applicable, or for taxation reasons (Condition 7.2 of the
Terms and Conditions of the Notes) or following an Event
of Default (as defined in Condition 10 of the Terms and
Conditions of the Notes)), (ii) that such Notes will be
redeemable at the option of the Issuer (`Issuer Call
Option') and/or the Noteholders (`Investor Put Option')
upon giving not less than 15 nor more than 30 Business
Days irrevocable notice (as specified in the applicable
Final Terms) to the Noteholders in the case of an Issuer
Call Option and upon giving not less than 15 Business
Days nor more than 30 Business Days irrevocable notice
(as specified in the applicable Final Terms) to the Issuer in
the case of an Investor Put Option, on a date or dates
specified prior to such stated maturity and at a price or
prices as are specified in the applicable Final Terms, or
(iii) that such Notes will be automatically redeemed by the
Issuer upon the occurrence of an Automatic Early
Redemption Event.
Installment Notes
The applicable Final Terms may provide that Notes may
be repayable in two or more installments in such amounts
and on such dates as specified therein.
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 100,000 (or
its equivalent in any other currency as at the date of issue
of the Notes).
Taxation
Payments in respect of the Notes will be made without
withholding or deduction for or on account of any present
or future taxes or duties, assessments or governmental
charges, unless required by law. The Final Terms will
specify whether or not the Issuer will be required (subject
to certain exceptions) to pay additional amounts for Dutch
withholding taxes on payments on the Notes. If the
applicable Final Terms provide that the Issuer is not
required to pay any additional amounts for Dutch
withholding taxes (if any) on payments on the Notes, it
will also specify that Condition 7.2 of the Terms and
Conditions of the Notes will not apply to the Notes.
Negative Pledge
See Condition 3 of the Terms and Conditions of the Notes.
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 Program has been rated AAA (in respect of Notes with
a maturity of more than one year) and A-1+ (in respect of
10