Obligation Nederlandse Waterbank N.V. 4.63% ( XS0756523642 ) en NOK

Nederlandse Waterbank N.V.

100 % ⇌

Pays-Bas

XS0756523642 ( en NOK )

4.63% par an ( paiement annuel )

15/03/2032

Prospectus brochure de l'obligation Nederlandse Waterschapsbank N.V XS0756523642 en NOK 4.63%, échéance 15/03/2032

1 000 000 NOK

500 000 000 NOK

15/03/2026 ( Dans 163 jours )

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'instrument financier analysé est une obligation (ISIN: XS0756523642) émise par la Nederlandse Waterschapsbank N.V., une institution financière spécialisée néerlandaise dont la mission principale est de financer les autorités de gestion de l'eau aux Pays-Bas, garantissant ainsi le développement et l'entretien des infrastructures hydrauliques nationales ; dénommée en Couronnes norvégiennes (NOK), cette obligation, originaire des Pays-Bas, affiche un prix de marché actuel de 100% de sa valeur nominale et offre un taux d'intérêt annuel fixe de 4,63%, avec une maturité fixée au 15 mars 2032 et une fréquence de paiement annuelle, l'émission totale s'élevant à 500 000 000 NOK, avec une taille minimale de lot de 1 000 000 NOK pour les transactions.

7 October 2011
NEDERLANDSE WATERSCHAPSBANK N.V.
(Incorporated in the Netherlands with its statutory seat in The Hague)
50,000,000,000 Debt Issuance Program
Under this 50,000,000,000 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 and the maximum aggregate principal amount
of all Notes from time to time outstanding will not exceed 50,000,000,000 (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 Program 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 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 7 October 2011 (the `Base Prospectus') within the meaning
of Directive 2003/71/EC (the `Prospectus Directive' which term includes amendments thereto, including Directive
2010/73/EU (the `2010 PD Amending Directive') to the extent implemented in a relevant Member State of the
European Economic Area to which is referred) and is issued in replacement of a prospectus dated 3 May 2011. 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 measures 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 Program during the period of twelve months after the
date hereof.
Application may be made for Notes issued under the Program to be admitted to trading on NYSE Euronext in
Amsterdam, the regulated market of Euronext Amsterdam N.V. (`Euronext Amsterdam'). Application may also be
made to the Luxembourg Stock Exchange for Notes issued under the Program to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock
Exchange. The AFM has been requested by the Issuer to provide the Luxembourg Commission de Surveillance du
Secteur Financier (the `CSSF') with a certificate of approval attesting that the Base Prospectus has been drawn up in
accordance with the Prospectus Directive and the Prospectus Regulation so that the Notes issued under the Program
may be listed on the regulated market of the Luxembourg Stock Exchange. Notes issued under the Program may be
listed on any other stock exchange specified in the applicable Final Terms. The AFM may be further requested by
the Issuer to provide other competent authorities in the European Economic Area with a certificate of approval
attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive and the Prospectus
Regulation so that application may be made for Notes issued under the Program to be admitted to trading on other
regulated markets. The Issuer may also issue unlisted Notes.

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 Standard & Poor's Credit Services Europe Limited
(`Standard & Poor's') 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 Investors Service Limited (`Moody's'). Tranches or Series of Notes
issued under the Program may be rated or unrated. Where a Tranche or 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 Standard & Poor's and Moody's is established in the
European Union and is not registered under Regulation (EC) No 1060/2009 of 16 September 2009 on credit rating
agencies (the `CRA Regulation'). Each of Standard & Poor's and Moody's has submitted an application for
registration in accordance with the CRA Regulation, and such registration is not refused, although notification of the
corresponding registration decision has not yet been provided by the relevant competent authority.
The rating of a certain Series or Tranche of Notes to be issued under the Program may be specified in the
applicable Final Terms. Whether or not each credit rating applied for in relation to a relevant Series or Tranche of
Notes will be issued by a credit rating agency established in the European Union and registered under the CRA
Regulation will be disclosed clearly and prominently in the Final Terms. In general, Credit Institutions as defined in
Directive 2006/48/EC, such as the Issuer, are restricted from using a rating for regulatory purposes if such rating is
not issued by a credit rating agency established in the European Union and registered under the CRA Regulation
unless the rating is provided by a credit rating agency operating in the European Union before 7 June 2010 which
has submitted an application for registration in accordance with the CRA Regulation and such registration is not
refused.
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.
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 under the Securities Act
(`Regulation S')), 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 or registered form outside the United States to non-
U.S. persons in reliance on Regulation S and (b) in registered form within the United States, to persons who are
`qualified institutional buyers' (`QIBs') within the meaning of and in reliance on Rule 144A under the Securities Act
(`Rule 144A'). 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' below. Notes in bearer form are subject to U.S. tax law
requirements.
Prospective investors should have regard to the factors described under the section headed `Risk Factors'
in this Base Prospectus.
This Base Prospectus must be read and construed together with any amendments or supplements hereto and
with any documents incorporated by reference herein (which can be found on the website of the Issuer,
http://www.nwb.com/content/en/investor-relations and may be obtained by contacting the Issuer by telephone (+31
70 416 62 66) or by email: [email protected]), and in relation to any Tranche, this Base Prospectus should be
read and construed together with the relevant Final Terms.

Joint-Arrangers
BofA Merrill Lynch
The Royal Bank of Scotland
Dealers
ABN AMRO
Barclays Capital
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Credit Suisse
Daiwa Capital Markets Europe
Deutsche Bank
HSBC
ING Commercial Banking
J.P. Morgan
Landesbank Baden-Württemberg
Mizuho International plc
Natixis
Nederlandse Waterschapsbank N.V.
Nomura International
Rabobank International
RBC Capital Markets
Shinkin International Ltd
The Royal Bank of Scotland
UBS Investment Bank
Zurich Cantonalbank

TABLE OF CONTENTS

Page
Summary of the Program and Terms and Conditions of the Notes ...............................................................................1
Risk Factors .................................................................................................................................................................14
Important Notices ........................................................................................................................................................25
Service of Process and Enforcement of Civil Liabilities .............................................................................................30
Presentation of Financial and Other Information.........................................................................................................31
Cautionary Statement Regarding Forward-Looking Statements .................................................................................33
Documents Incorporated by Reference........................................................................................................................34
Form of the Notes ........................................................................................................................................................35
Book-Entry Clearance Systems ...................................................................................................................................39
Form of Final Terms re Issues with a Denomination of Less Than EUR 100,000 ......................................................43
Form of Final Terms re Issues with a Denomination of at Least Eur 100,000 ............................................................59
Terms and Conditions of the Notes .............................................................................................................................74
Use of Proceeds ...........................................................................................................................................................98
Nederlandse Waterschapsbank N.V. ...........................................................................................................................99
Operating and Financial Review ...............................................................................................................................118
Taxation.....................................................................................................................................................................145
Certain Erisa and Other Considerations.....................................................................................................................154
Plan of Distribution ...................................................................................................................................................155
Transfer Restrictions..................................................................................................................................................160
General Information ..................................................................................................................................................164

i

SUMMARY OF THE PROGRAM 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 this Base Prospectus as a whole, including any amendment and supplement
hereto and the documents incorporated by reference herein. Following the implementation of the relevant provisions
of the Prospectus Directive in each relevant Member State of the European Economic Area, 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
this 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 such base prospectus before the legal proceedings are initiated.
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.
NWB Bank
NWB Bank is a specialized lender to the public sector primarily in the Netherlands. NWB Bank's principal
business activities include providing loans exclusively to municipal, provincial and other public authorities such as
water boards, and other legal entities which are guaranteed and/or controlled by central or other public authorities
(either fully or substantially, directly or indirectly, and by means of share-ownership or otherwise). NWB Bank's
articles of association (the `Articles of Association') prohibit lending to the private sector.
As of 31 December 2010, NWB Bank had total assets of 57,358 million (and 56,304 million as at 30 June
2011) and total equity of 1,135 million (and 1,147 million as at 30 June 2011). For the full year ended 2010 NWB
Bank had net profit of 91 million (and 36 million as at 30 June 2011).
NWB Bank was incorporated as a public limited liability company (naamloze vennootschap) under the laws of
the Netherlands on 5 May 1954. Its legal name is Nederlandse Waterschapsbank N.V and its trade name is NWB
Bank. It is registered in the trade register of the Chamber of Commerce (Kamer van Koophandel) for Den Haag
under No. 27049562. NWB Bank's ownership is restricted to the State of the Netherlands and other public entities.
81% of NWB Bank's shares are held by 25 water boards (waterschappen), the Dutch State's shareholding is 17%
and 9 Dutch provinces hold the remaining 2%. NWB Bank is established in The Hague and has no branches.
NWB Bank's registered office is at Rooseveltplantsoen 3, 2517 KR The Hague, the Netherlands. Its telephone
number is +31 70 4166266. NWB Bank is authorized by De Nederlandsche Bank N.V. (`DNB') to pursue the
business of a credit institution (kredietinstelling) in the Netherlands and is consequently supervised by DNB. In
addition, for purposes of market conduct supervision, NWB Bank is also supervised by the Netherlands Authority
for the Financial Markets (Stichting Autoriteit Financiële Markten, the `AFM'). See `Nederlandse Waterschapsbank
N.V. Supervision and Regulation'.
Funding of NWB Bank
NWB Bank's need for funding generally varies between 6 billion to 10 billion equivalent per annum. In order
to raise funds on the international capital markets NWB Bank established this Program of 50 billion as well as
several other funding programs allowing it to raise funds in various markets. NWB Bank can raise funds under the
above mentioned programs as well as on a stand-alone basis.
Managing board and supervisory board
The managing board of NWB Bank (the `Managing Board') consists of chairman R.A. Walkier and member
L.M.T. van Velden. The supervisory board of NWB Bank (the `Supervisory Board') consists of seven members,
which are listed in the section `Nederlandse Waterschapsbank N.V.' At the Annual General Meeting of Shareholders
held on 28 April 2011, a resolution was adopted to increase the number of Managing Board members from two to
three and the number of Supervisory Board members from seven to eight.
1

Change in accounting policy
NWB Bank prepared its financial statements in accordance with International Financial Reporting Standards as
endorsed by the European Union (`IFRS-EU') from 2005 through 2010. In connection with its adoption of
IFRS-EU, NWB Bank elected to apply the fair value option to a large portion of its loan portfolio recorded as assets
in the statement of financial position. Under the fair value option, designated items in the statement of financial
position were to be stated at market value, with changes in market value included in profit or loss. NWB Bank's
experience over the past several years following the global economic and financial crisis has shown that NWB
Bank's profit fluctuated relatively sharply year-on-year due to unrealized market value gains and losses associated
with the application of the fair value option.
Since the global economic and financial crisis, these market value changes have been due to fluctuations in
interest spreads for liquidity and credit risk impacting asset values even for the most credit-worthy borrowers. Since
substantially all of NWB Bank's loans are granted to or guaranteed by the Dutch central government and local
Dutch authorities NWB Bank believes that, the valuation changes experienced by NWB Bank are of an accounting
nature and do not reflect the actual credit risk associated with NWB Bank's borrowers.
A further factor is that NWB Bank believes that the credit risk (and thus repayment risk) on these loans is
exceptionally low, as evidenced by a history with no credit losses. NWB Bank does not normally sell loans before
their respective redemption dates, but rather holds them until maturity. In addition, NWB Bank does not hold any
financial instrument for trading purposes, nor has it ever had the intention to create this impression through the
presentation in the financial statements.
Viewed against this background, NWB Bank believes the fair value option under IFRS-EU does not suit the
nature of NWB Bank's operations and that the fair value option presentation is less informative. Furthermore, its
application made NWB Bank's financial reporting less comparable with that of other banks, which generally do not
apply this accounting principle to their loan portfolios, or only do so to a limited extent.
In order to better reflect NWB Bank's position as a public-sector bank, it has decided to prepare its financial
statements on the basis of generally accepted accounting principles in the Netherlands prepared on the basis of Title
9 of Book 2 of the Dutch Civil Code and the Dutch Accounting Standards (`DAS') as issued by the Dutch
Accounting Standards Board (`DASB') (hereinafter collectively `Dutch GAAP') with effect from 1 January 2011.
NWB Bank has elected to make this change because IFRS-EU does not provide for the possibility to cease applying
the fair value option on a retrospective basis. As NWB Bank has no subsidiaries and/or group companies, no
consolidated financial statements are prepared by NWB Bank. As a result, NWB Bank is not required by law or
regulation to apply IFRS-EU and as such it is allowed to prepare its financial statements in accordance with Dutch
GAAP.
Conversion to Dutch GAAP means a change in accounting policies. For the purposes of providing the Historical
Financial Information (as defined below) NWB Bank has adjusted the opening balance of each affected component
of equity as per 1 January 2010 and the other comparative amounts disclosed as if the new accounting policy had
always been applied.
Dutch GAAP has several specific choices in respect of the measurement and recognition of gains and losses on
financial instruments. The measurement and recognition choices depend on the category in which the financial
instrument is classified. Under Dutch GAAP NWB Bank measures its loans (granted and funded) at amortized cost
and continues to measure its derivatives at fair value and subsequently applies fair value hedge accounting. Thus
applying fair value hedge accounting under Dutch GAAP is similar to under IFRS-EU.
The differences between applying Dutch GAAP and IFRS-EU (if IFRS-EU was applied without the fair value
option, but including the application of hedge accounting from 2005) are minimal. As a general policy, NWB Bank
applies the options under Dutch GAAP to enable maximum convergence with IFRS-EU. NWB Bank believes that
adoption of Dutch GAAP provides it with a better and fairer alternative compared to accounting under IFRS-EU and
will appropriately reflect a true and fair view of its financial position and results in its financial statements.
2

Further information
Throughout the life of the Program, copies of the following documents will, when published, be available, free
of charge, at the registered office of NWB Bank and at the specified office of the Principal Paying Agent:
(a) an English translation of NWB Bank's deed of incorporation and the most recent Articles of Association;
(b) the audited historical financial information as at and for the years ended 31 December 2009 and 2010
prepared on the basis of Dutch GAAP;
(c) the annual reports of NWB Bank for the three most recent financial years (which contain financial
statements as at and for the years ended 31 December 2010, 2009 and 2008 prepared in accordance with
IFRS-EU);
(d) an English translation of the most recently available published unaudited interim financial statements and
report of NWB Bank;
(e) the Program Agreement and any agency agreement (which contains the forms of the Temporary and
Permanent Bearer Global Notes, the Definitive Bearer Notes, the Registered Global Notes, the Individual
Note Certificates, the Receipts, the Coupons and the Talons);
(f) a copy of this Base Prospectus; and
(g) any future base prospectuses, offering circulars, supplementary listing particulars, information memoranda
and supplements (including the Final Terms in respect of listed Notes) to this Base Prospectus and any
other documents incorporated herein or therein by reference.
Financial information relating to NWB Bank
As a result of the decision to apply Dutch GAAP from 1 January 2011 NWB Bank has only prepared audited
historical financial information in accordance with Dutch GAAP, as at and for the years ended 31 December 2009
and 2010, which have been audited by KPMG Accountants N.V. (the `Audited Financial Information'), and
unaudited interim financial statements and report as at and for the six months ended 30 June 2011 (the `Interim
Financial Statements' and together with the Audited Financial Information the `Historical Financial Information').
As a result of preparing the Audited Financial Information in accordance with Dutch GAAP, such Audited
Financial Information is prepared on a basis of accounting principles different from NWB Bank's previously
prepared financial statements as at and for the years ended 31 December 2006, 2007, 2008, 2009 and 2010 which
were prepared in accordance with IFRS-EU.
Dutch GAAP differs in certain material respects from IFRS-EU. As a result, the Audited Financial Information
and the Interim Financial Statements which are prepared in accordance with Dutch GAAP are not comparable to the
financial statements as at and for the years ended 31 December 2006, 2007, 2008, 2009 and 2010 prepared in
accordance with IFRS-EU which are included herein. You are cautioned therefore not to compare the financial data
included herein that are prepared on the bases of different accounting principles. A description of the principal
differences between Dutch GAAP and IFRS-EU which impact NWB Bank's financial statements is set forth under
`Presentation of Financial and Other Information Principal differences between Dutch GAAP and IFRS-EU'.
The adoption of Dutch GAAP has led to changes in the presentation of the balance sheet and income statement,
given that their presentations are prescribed under Dutch GAAP. The comparative figures as at and for 31 December
2010 and 2009 and as at and for the six month period ended 30 June 2010 have been restated accordingly. See
`Presentation of Financial and Other Information Changed presentation of balance sheets and income statements'.
Unless specifically stated otherwise all financial information included in this Base Prospectus has been prepared
in accordance with Dutch GAAP.
3

The following table sets out certain selected financial data as at and for the six months ended 30 June 2010 and
2011 and as at and for the years ended 31 December 2009 through 2010 as prepared in accordance with Dutch
GAAP:

Six months ended 30 June
Year ended 31 December

2011
2010
2010
2009(7)

( millions, except percentages)
Balance Sheet

Loans and receivables(1) ............................................................
44,282
42,247 43,172 40,172
Equity .........................................................................................
1,147 1,089 1,135(2)
1,084
Total assets .................................................................................
56,304 60,480 57,358 52,544
Risk-weighted assets...................................................................
876 1,757 904
1,728
Results

Interest ........................................................................................
23 47
104 92
Total operating income ...............................................................
55
65
134
168
Total operating expenses ............................................................
7 5
13
14
Tax on profit from ordinary operations ......................................
13
14
30
39
Net profit ....................................................................................
36
45
91(3)
115
Ratios (%)

BIS solvency ratio(4)..................................................................
106.3 53.4 99.9 53.1
Operating expenses/interest ratio(5) ...........................................
29.3 11.3 10.6 10.9
Capital
ratio(6)............................................................................
2.0 1.8 2.0 2.1

(1) Long-term lending at nominal value.
(2) The effect on equity of adoption of Dutch GAAP compared to that reported under IFRS-EU is an increase of
67 million for the year ended 31 December 2010 (see note 10 of the Interim Financial Statements and
`Conversion from IFRS-EU to Dutch GAAP Effect of Conversion' in this Base Prospectus).
(3) The effect on net profit of adoption of Dutch GAAP compared to that reported under IFRS-EU is an increase of
53 million for the year ended 31 December 2010 and 30 million for the six months ended 30 June 2010 (see
note 10 of the Interim Financial Statements and `Conversion from IFRS-EU to Dutch GAAP Effect of
Conversion' in this Base Prospectus).
(4) Equity including revaluation reserves as a percentage of credit and operational risk weighted amounts.
(5) Operating expenses (total operating expenses less contribution to Stichting NWB Fonds) as a percentage of
interest.
(6) Equity as a percentage of total assets.
(7) No reconciliation has been prepared for the conversion from IFRS-EU to Dutch GAAP for the financial year
ended 2009.
4

The following table sets out certain selected financial data as at and for the years ended 31 December 2006
through 2010 prepared in accordance with IFRS-EU together with financial data as at and for the year ended 31
December 2010 prepared in accordance with Dutch GAAP:

2010(1)
2010 2009 2008 2007 2006

Dutch GAAP
IFRS-EU
IFRS-EU
IFRSEU
IFRSEU
IFRSEU

( millions, except percentages and per share data)
Balance Sheet

Long-term loans and advances ......
43,172
43,172 40,172 35,934 31,992 28,806
Equity ............................................
1,135 1,068 1,048 1,047 1,091 1,310
Total assets ....................................
57,358 57,219 52,422 48,396 38,770 35,172
Risk-weighted assets......................
904
897 1,721 1,561 1,093 1,107
Results

Interest ...........................................
104 104 92 128 114 125
Operating income ..........................
134 64 90 26
107
158
Operating
expenses........................
11 11 10 10 9 9
Contribution to NWB Fonds..........
2
2
4
4
4
6
Income
tax .....................................
30 13 19 3 23 45
Profit for the year...........................
91
38
57
9
71
98
Dividends

Dividend payment (in

millions) ..................................
23 23 40 40 40 40
Dividend per share (in ) ...............
390 390 678 678 678 678
Ratios (%)

BIS solvency ratio(2).....................
99.9
94.5 51.4 53.2 68.1(3)
114.6(4)
Operating expenses/interest
ratio(5) .......................................
10.6 10.6 10.9 7.8 7.9 7.2
Dividend payout ratio(6) ...............
25.3
59.9 70.2 100(7)
56.6 40.9
Capital
ratio(8)...............................
2.0 1.9 2 2.1 2.7 3.6

(1) As a result of adopting Dutch GAAP certain line items on the statement of income and the balance sheet are
different compared to IFRS-EU and certain balance sheet items have been reclassified on the Dutch GAAP
balance sheet. See, `Presentation of Financial and Other Information Changed presentation of balance sheets
and income statements'.
(2) Equity including revaluation reserves as a percentage of credit and operational risk weighted amounts.
(3) Comparable BIS Tier-1 ratio 96%.
(4) The BIS solvency ratio was not introduced until 2007; for 2006 the BIS Tier-1 ratio is presented.
(5) Operating expenses (total operating expenses less contribution to Stichting NWB Fonds) as a percentage of
interest.
(6) Dividend as a percentage of profit for the year. Dividend as a percentage of profit for the year 2010 declined as
presented under Dutch GAAP due to the profit increase for the year as a result of reporting under Dutch GAAP.
The level of dividend payment was determined under IFRS-EU on the basis of the profit as presented under
IFRS-EU, which was lower.
(7) Excluding payment of 31 million charged to the general reserve.
(8) Equity as a percentage of total assets.
5

Risk factors
Potential investors must be aware of certain risk factors (as described in detail hereafter) in the section entitled
`Risk Factors' including:
·
Factors that may affect NWB Bank's ability to fulfill its obligations under Notes issued under the Program;
·
Risks related to the market for the Notes;
·
Factors which are material for the purpose of assessing the market risks associated with Notes issued under
the Program;
·
Risks related to the structure of a particular issue of Notes; and
·
Risks related to Notes generally.
Key characteristics of the Program and the Notes
Description ..................................................................
Debt Issuance Program
Issuer............................................................................
Nederlandse Waterschapsbank N.V.
Program.......................................................................
The Issuer may, subject to compliance with all relevant
laws, regulations and directives, from time to time issue
Notes under the Program denominated in any currency
(including Euro) as may be agreed between the Issuer
and the relevant Dealer. The aggregate principal 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 below) of Notes will be
determined at the time of issuance and set forth in the
applicable final terms (the `Final Terms').
Size ...............................................................................
Up to 50,000,000,000 aggregate principal amount of
Notes (or its equivalent in other currencies 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 7 October
2011 (as further amended and/or supplemented and/or
restated from time to time, the `Program Agreement').
Joint-Arrangers ..........................................................
Merrill Lynch International
The Royal Bank of Scotland plc
Dealers .........................................................................
ABN AMRO Bank N.V.
Barclays Bank PLC
BNP Paribas
Citigroup Global Markets Limited
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.
(Rabobank International)
Credit Suisse Securities (Europe) Limited
Daiwa Capital Markets Europe Limited
Deutsche Bank AG, London Branch
HSBC Bank plc
ING Bank N.V.
J.P. Morgan Securities Ltd.
Landesbank Baden-Württemberg
6