Obligation KFWB 0% ( XS0798500632 ) en USD

KFWB

100 % ▼

Allemagne

XS0798500632 ( en USD )

02/07/2042

Prospectus brochure de l'obligation KFW XS0798500632 en USD 0%, échéance 02/07/2042

1 000 000 USD

50 000 000 USD

La KfW (Kreditanstalt für Wiederaufbau) est une banque publique allemande qui fournit des prêts et des financements pour la promotion du développement économique et social en Allemagne et à l'international.

L'Obligation émise par KFWB ( Allemagne ) , en USD, avec le code ISIN XS0798500632, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 02/07/2042

ALLEVIATED PROSPECTUS

KfW
Frankfurt am Main
Federal Republic of Germany

KfW Note Programme

Application has been made to the Bourse de Luxembourg (the "Luxembourg Stock Exchange") for the approval
of this Al eviated Prospectus pursuant to Chapter 2 of Part III of the Luxembourg Prospectus Act and for the
admission of Notes issued under this Note Programme to listing on the official list and to trading on the regulated
market of the Luxembourg Stock Exchange (a regulated market within the meaning of the Markets in Financial
Instruments Directive 2014/65/EU, as amended ("MiFID I ")) or on the professional segment of the regulated market
of the Luxembourg Stock Exchange.
Notes issued under this Note Programme may also be listed on the regulated market (geregelter Markt) of the
Frankfurt Stock Exchange (a regulated market within the meaning of MiFID II) or on any other alternative stock
exchange, as may be agreed between the Issuer and the relevant Dealer(s). The Issuer may also issue Notes which
are not listed on any stock exchange.
The date of this Al eviated Prospectus is June 20, 2023. The Al eviated Prospectus is valid for one year from such
date.

Arrangers
Barclays
Commerzbank
J.P. Morgan

[THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK.]
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TABLE OF CONTENTS

Page
This Prospectus ........................................................................................................................................................ 4
Responsibility Statement .......................................................................................................................................... 4
Notice ........................................................................................................................................................................ 4
Investment Considerations ....................................................................................................................................... 5
Summary of the Programme and of the Terms and Conditions ................................................................................ 7
Issue Procedures .................................................................................................................................................... 10
Emissionsbedingungen der Schuldverschreibungen .............................................................................................. 11
Terms and Conditions of the Notes ........................................................................................................................ 11
Muster der Endgültigen Bedingungen / Form of Final Terms ................................................................................. 33
KfW ......................................................................................................................................................................... 45
Sel ing Restrictions ................................................................................................................................................. 48
General Information ................................................................................................................................................ 51
Taxation .................................................................................................................................................................. 53

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THIS PROSPECTUS
This prospectus (hereinafter, the "Prospectus" or the "Alleviated Prospectus") has been drawn up in order to
permit the admission of Notes issued under this Note Programme (the "Programme") to listing on the official list and
to trading on the regulated market (within the meaning of MiFID II) or on the professional segment of the regulated
market of the Luxembourg Stock Exchange.
This Prospectus fulfils the requirements for an alleviated prospectus pursuant to Chapter 2 of Part III of the Law of
July 16, 2019 on Prospectuses for Securities (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières)
(the "Luxembourg Prospectus Act"). Application has been made to the Luxembourg Stock Exchange for the
approval of this Prospectus pursuant to Chapter 2 of Part II of the Luxembourg Prospectus Act. It does not constitute
a prospectus for the purposes of Regulation (EU) 2017/1129, as amended or superseded (the "Prospectus
Regulation") nor does it constitute a prospectus pursuant to Part II or Chapter 1 of Part III of the Luxembourg
Prospectus Act. Accordingly, this Prospectus does not purport to meet the format and the disclosure requirements
of the Prospectus Regulation and it has not been, and will not be, submitted for approval to any competent authority
within the meaning of the Prospectus Regulation. Notes issued under the Programme wil therefore not qualify for
the benefit of the single European passport pursuant to the Prospectus Regulation.
If so agreed between KfW (the "Issuer") and the relevant Dealer(s), the Issuer wil procure the admission of Notes
issued under the Programme for trading on the regulated market (geregelter Markt) of the Frankfurter
Wertpapierbörse (the "Frankfurt Stock Exchange"), a regulated market within the meaning of MiFID II, or for trading
on any other alternative stock exchange in accordance with the applicable national laws and applicable rules and
regulations of the relevant stock exchange.

RESPONSIBILITY STATEMENT
KfW with its registered office at Palmengartenstraße 5-9, 60325 Frankfurt am Main, Federal Republic of Germany,
accepts responsibility for the contents of this Prospectus and for the information which wil be contained in the
applicable Final Terms (as defined herein) and has taken all reasonable care to ensure that the facts stated in the
Prospectus are true and accurate and that no material facts have been omitted.

NOTICE
The Issuer has undertaken with the Dealers (as defined below) that on or before each anniversary of the date of this
Prospectus it wil update the Prospectus by the publication of a new prospectus. In case that any material facts may
occur before the anniversary of the date of the Prospectus, the Issuer wil amend the Prospectus by the publication
of a supplement thereto.
No person has been authorised to give any information or to make any representations, other than those contained
in this Prospectus, in connection with the issue and sale of the Notes and, if given or made, such information or
representations must not be relied upon as having been authorised by the Issuer, the Arrangers (as defined below)
or any Dealer. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is correct as of any time subsequent to the date hereof.
This Prospectus is valid for one year following its date of issue and it and any supplement thereto as well as any
Final Terms reflect the status as of their respective dates of issue. The offering, sale or delivery of any Notes may
not be taken as an implication that the information contained in such documents is accurate and complete
subsequent to their respective dates of issue or that there has been no adverse change in the financial condition of
the Issuer since such date or that any other information supplied in connection with the Programme is correct at any
time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same.
The Issuer has given an undertaking in connection with the listing of the Notes issued under the Programme on the
official list of the Luxembourg Stock Exchange and their admission to trading on the regulated market or on the
professional segment of the regulated market of the Luxembourg Stock Exchange that, so long as any Note remains
outstanding and listed on such exchange, in the event of any adverse change in the financial condition of the Issuer
which is material in the context of the Programme and which is not reflected in the Prospectus, the Issuer wil prepare
a further supplement to the Prospectus or publish a new prospectus for use in connection with any subsequent issue
of Notes to be listed on the Luxembourg Stock Exchange. If the terms of the Programme are modified or amended
in a manner which would make the Prospectus, as supplemented, inaccurate or misleading, a new prospectus wil
be prepared.
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To the extent permitted by the laws of any relevant jurisdiction, neither the Arrangers nor any Dealer accept any
responsibility neither for the accuracy and completeness of the information contained in this Prospectus or any
supplement thereof nor for the information contained in any Final Terms. This Prospectus does not constitute an
offer or an invitation by the Issuer or by any of the Arrangers to subscribe for or purchase any of the Notes.
The distribution of this Prospectus or any part hereof and any Final Terms and the offer, sale and delivery of any of
the Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Prospectus or any
Final Terms comes are required to inform themselves about and to observe any such restrictions. For more
information, see "Selling Restrictions".
Amounts payable under Floating Rate Notes may be calculated, without limitation, by reference to (i) EURIBOR
(Euro Interbank Offered Rate) which is currently provided by the European Money Markets Institute (EMMI); or (i )
STR (Euro short-term Rate) which is provided by the European Central Bank; or (i i) SONIA (Sterling Overnight
Index Average) which is provided by the Bank of England; or (iv) SOFR (Secured Overnight Financing Rate) which
is provided by the Federal Reserve Bank of New York or any other reference rate. As at the date of this Prospectus,
EMMI appears on the register of administrators and benchmarks established and maintained by the European
Securities and Markets Authority (ESMA) pursuant to Article 36 of the Benchmarks Regulation (Regulation (EU)
2016/1011), as amended. As central banks, the European Central Bank, the Bank of England and the Federal
Reserve Bank of New York are not subject to requirements of the Benchmarks Regulation applicable to
administrators of benchmarks.
There are no restrictions on the transferability of the Notes.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer who is specified in
the relevant Final Terms as the stabilising manager (or persons acting on its behalf) may over-al ot the Notes
or effect transactions with a view to supporting the price of the Notes at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin at
any time after the adequate public disclosure of the terms of the offer of the Notes and, if begun, may cease
at any time, but it must end no later than the earlier of 30 days after the Issue Date and 60 days after the date
of the al otment of the Notes. Any stabilisation action or over-al otment must be conducted by the relevant
stabilising manager(s) (or person(s) acting on behalf of any stabilising manager(s)) in accordance with al
applicable laws and rules.

INVESTMENT CONSIDERATIONS
Each person contemplating making an investment in the Notes (each a "Potential Investor") must make its own
investigation and analysis of the creditworthiness of the Issuer and its own determination of the suitability of any
such investment, with particular reference to its own investment objectives and experience, and any other factors
which may be relevant to it in connection with such investment, either alone or with the help of a financial adviser.
In particular, each Potential Investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits
and risks of investing in the relevant Notes and the information contained in this Prospectus, including the
information included in the Final Terms relating to the relevant Notes, or any applicable supplement thereto;
(i ) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation and the investment(s) it is considering, an investment in the Notes and the impact the
Notes will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes,
including risks relating to foreign exchange rates for Notes where principal or interest is payable in one or
more currencies, or where the currency for principal or interest payments is different from the currency in
which the Potential Investor undertakes its principal financial activities;
(iv) understand thoroughly the terms and conditions of the relevant Notes and be familiar with the behaviour of
financial markets and of any financial variable which might have an impact on the return on the relevant
Notes (e.g. interest rates, currencies, or any indices);
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors including exchange control risks that may affect its investment and its ability
to bear the applicable risks;
(vi) be aware that there is no assurance that a liquid secondary market for the Notes develops or, if it so
develops, that it wil continue to exist until maturity of the Notes and that it might not be able to sel the Notes
at any time at fair market prices if no liquid secondary market for the Notes develops or if it ceases to exist
prior to maturity of the Notes; and
(vi ) in particular with respect to floating rate notes, where amounts payable may be calculated by reference to
a particular reference rate, be aware that changes in the administration or method for determining such
reference rate or the prohibition for certain market participants to use or the permanent discontinuation of

5

such reference rate or the implementation of a successor reference rate may have a material adverse effect
on the value or the liquidity of, the return on and the amounts payable under such floating rate note. Any
successor reference rate may not be fully comparable to, show a similar performance and/or have the same
economic value as the reference rate originally applicable to such floating rate note.

Some Notes may be complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments but as additional investment to their overall investment
portfolio in order to reduce certain risks already inherent in their overall investment portfolio or enhance the yield on
their overall investment portfolio by adding certain risks to their overal portfolio in an appropriate, well understood
and measured way. A Potential Investor should not invest in Notes which are complex financial instruments unless
it has the expertise (either alone or together with a financial adviser) to evaluate how the Notes wil perform under
changing conditions, the resulting effects on the value of the Notes and the impact this investment wil have on the
Potential Investor's overal investment portfolio.
Prospective purchasers should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposition of Notes.
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SUMMARY OF THE PROGRAMME AND OF THE TERMS AND CONDITIONS
The Issuer may, at any time, issue notes ("Notes") under the Programme. The conditions of a particular issue of
Notes wil be agreed with the respective Dealer(s) on a case-by-case basis.
The following summary does not purport to be a complete description of the provisions applicable to the Programme
or to the Notes issued thereunder.
Issuer
KfW
Guarantee
The Federal Republic of Germany guarantees the servicing of the Notes under Article 1a of the
Law Concerning KfW (Gesetz über die Kreditanstalt für Wiederaufbau, or the "KfW Law").
Arrangers
Barclays Bank Ireland PLC
Commerzbank Aktiengesellschaft
J.P. Morgan SE
Dealers
There are no sponsoring Dealers with respect to the Programme, and, accordingly, there is no
dealer agreement between the Issuer and a group of Dealers. Instead, the Issuer has
promulgated Standard Dealer Terms.

The Programme provides for the purchase of Notes by one or more Dealers (i) on a non-
syndicated basis, in which case the Issuer and the Dealer(s) wil enter into a Subscription
Agreement for non-syndicated issues, or (i ) on a syndicated basis, in which case the Issuer and
the Dealers will enter into a Subscription Agreement for syndicated issues. Any such
Subscription Agreement wil incorporate the Standard Dealer Terms by reference.
Fiscal
KfW or Deutsche Bank Aktiengesellschaft or any other financial institution appointed as Fiscal
and Principal
Agent in respect of a particular Series of Notes, as specified in the applicable Final Terms.
Paying Agent

The Issuer has promulgated Fiscal Agency Rules which wil be incorporated by reference into
the Fiscal Agent Appointment Agreement made between the Issuer and the relevant Fiscal
Agent (other than KfW).
German Paying
If a financial institution located outside the Federal Republic of Germany is appointed as Fiscal
Agent
Agent in respect of a particular Series of Notes, as specified in the applicable Final Terms, KfW
or Deutsche Bank Aktiengesel schaft wil act as Paying Agent in the Federal Republic of
Germany.
Calculation Agent/ The Calculation Agent in respect of a particular Series of Notes wil generally be the Fiscal
Determination
Agent. However, the relevant Dealer or Lead Manager or another financial institution may
Agent
instead act as Calculation Agent, as specified in the applicable Final Terms.

The Issuer may appoint a Determination Agent in respect of a particular Series of Notes, as
specified in the applicable Final Terms. In such event, the Calculation Agent wil be bound by
the determinations made by the Determination Agent in respect of the bases (such as interest
rates, conversion rates, prices, indices or otherwise) communicated by the Determination Agent
to the Calculation Agent for the calculations to be made by the Calculation Agent.
Specified
Subject to applicable legal or regulatory restrictions, Notes may be denominated in Euro or any
Currencies
other currency or currency unit, as may be agreed between the Issuer and the relevant
Dealer(s).
Maturities
Notes may be issued with maturities of 90 days or longer.
Distribution
The Notes may be offered by way of public or private placement, on a syndicated or non-
syndicated basis or by auction.

The method of distribution of each issue wil be stated in the applicable Final Terms.
Method of Issue
Notes will be issued in tranches (each a "Tranche") consisting of Notes which are identical in
all respects. One or more Tranches, which are expressed to be consolidated and form a single
series and are identical in all respects, but having different issue dates, interest commencement
dates, issue prices and/or dates for first interest payments, may form a series ("Series") of
Notes. Further Notes may be issued as part of existing Series.1

1 Terms and Conditions of Notes which were originaly issued prior to the date of this Aleviated Prospectus are to be read in conjunction with the Terms
and Conditions of Notes set out in the relevant Prospectus under which the original Tranche was issued.

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Form of Notes
Notes wil be issued in bearer form only and wil be (i) represented by one or more global Notes
("Global Notes"), either in the form of a classical global note ("CGN") or in the form of a new
global note ("NGN"), or (i ) registered as electronic securities in the form of central register
securities within the meaning of the German Electronic Securities Act (Gesetz über
elektronische Wertpapiere - "eWpG") in a central register. The Notes wil not be exchangeable
for definitive Notes.

For Notes represented by Global Notes, the fol owing applies:
Notes with an initial maturity of more than one year (including Notes with a maturity of one year
or less that may be unilaterally rolled over or extended) wil be issued in accordance with U.S.
Treasury Regulation Section 1.163-5(c)(2)(i) (C) (the "TEFRA C Rules") or U.S. Treasury
Regulation Section 1.163-5(c)(2)(i)(D) (the "TEFRA D Rules"), (or any successor rules in
substantially the same form as the TEFRA C Rules or TEFRA D Rules, as applicable, for
purposes of Section 4701 of the U.S. Internal Revenue Code); or in a manner that is intended
to cause the Notes to be treated as in registered form for U.S. federal income tax purposes, or
held by Clearstream Banking AG, Frankfurt am Main, pursuant to the terms of a book-entry-
registration agreement, as specified in the applicable Final Terms.
Notes issued in accordance with the TEFRA C Rules ("TEFRA C Notes") wil be represented
by a permanent Global Note in bearer form, without interest coupons, in a principal amount
equal to the aggregate principal amount of such Notes ("Permanent Global Note").

Notes issued in accordance with the TEFRA D Rules ("TEFRA D Notes") wil be represented
initial y by a temporary Global Note in bearer form, without interest coupons, in a principal
amount equal to the aggregate principal amount of such Notes (the "Temporary Global Note").
Such Temporary Global Note will be exchangeable for one or more Permanent Global Note(s)
beginning 40 days after the date of issue of the Temporary Global Note comprising the relevant
Tranche upon delivery of certifications of non U.S.-beneficial ownership in the form available
from time to time at the specified office of the Fiscal Agent.

The Issuer expects that Notes denominated in U.S. Dol ar wil be issued as TEFRA D Notes.

Notes not issued in accordance with the TEFRA C or the TEFRA D Rules, i.e. Notes with an
initial maturity of one year or less, wil be represented by a Permanent Global Note.
Types of Notes
Notes may be Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes or Discount Notes.
Notes may be of any other type, such as Commodity Linked Notes, Dual Currency Notes, Equity
Linked Notes, FX-Linked Notes, Index Linked Notes, Instalment Notes, or may have any other
structure, all upon the terms set out in the applicable Final Terms.
Status of Notes
The obligations under the Notes constitute unsecured and unsubordinated obligations of the
Issuer ranking pari passu among themselves and pari passu with all other unsecured and
unsubordinated obligations of the Issuer.
Redemption
The Notes may be redeemable only at their stated maturity or before their stated maturity at the
option of the Issuer and/or Holder of the Notes or for other reasons, all as specified in the
applicable Final Terms.

There will be no call option for tax reasons.
Taxation
Al payments in respect of the Notes wil be made with deduction of taxes and other duties, if
such deduction is required by law. In the event of such deduction, the Issuer wil not pay any
additional amounts in respect of the Notes (no "gross-up").
Events of Default None
Negative Pledge None
Listing and
Application has been made for the admission of Notes to listing on the official list and to trading
admission to
on the regulated market or on the professional segment of the regulated market of the
trading
Luxembourg Stock Exchange. Notes may also be listed on the regulated market (geregelter
Markt) of the Frankfurt Stock Exchange or any other alternative stock exchange, as may be
agreed between the Issuer and the relevant Dealer(s). The Issuer may also issue Notes which
are not listed on any Stock Exchange.
Governing Law
German law
Selling
The distribution of Notes wil comply with all restrictions under any applicable law in connection
Restrictions
with the offering and sale of each issue. See pages 48 to 50 below.
8

Clearance and
Notes which are represented by Global Notes wil be accepted for clearing through one or more
Settlement
Clearing Systems as specified in the applicable Final Terms. These systems wil include those
operated by Clearstream Banking AG, Frankfurt am Main ("CBF"), Clearstream Banking, S.A.,
Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear").
In the case of electronic securities, the Clearing System shall, as bearer, administer the
collective registration made in the central register in respect of the Notes on a fiduciary basis
for the Holders without itself being a beneficiary within the meaning of the eWpG.
Use of Proceeds The net proceeds from the sale of the Notes under the Programme wil be used in the general
business of the Issuer. KfW may opt to allocate an amount equal to the net proceeds of an issue
of Notes under the Programme to an internal register designated to particular loan programmes
of KfW, al as more ful y set out in the applicable Final Terms of these specific Notes.

9

ISSUE PROCEDURES
General
The Issuer and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular Tranche
of Notes (the "Conditions"). The Conditions wil be constituted by the Terms and Conditions of the Notes set forth
below (the "Terms and Conditions") as completed, modified, supplemented or replaced by the provisions of the
Final Terms (the "Final Terms"). The Final Terms relating to each Tranche of Notes wil specify:
· whether the Conditions are to be Long-Form Conditions or Integrated Conditions (each as described below);
and
· whether the Conditions will be in the German language or the English language or both (and, if both, whether
the German language version or the English language version is controlling).
As to whether Long-Form Conditions or Integrated Conditions wil apply, the Issuer anticipates that:
· Long-Form Conditions wil generally be used for Notes which are neither publicly offered nor distributed, in
whole or in part, to investors who are not qualified investors.
· Integrated Conditions will generally be required where the Notes are to be offered to the public, in whole or in
part, or are to be distributed, in whole or in part, to investors who are not qualified investors.
As to the controlling language of the respective Conditions, the Issuer anticipates that, in general, subject to any
stock exchange or legal requirements applicable from time to time, and unless otherwise agreed between the Issuer
and the relevant Dealer:
· in the case of Notes offered to the public, in whole or in part, in the Federal Republic of Germany, or distributed,
in whole or in part, to investors who are not qualified investors in the Federal Republic of Germany, German wil
be the controlling language. If, in the event of such public offer or distribution to investors who are not qualified
investors, however, English is chosen as the controlling language, a German language translation of the
Conditions wil be available from the principal office of the Fiscal Agent and KfW, as specified on the last page
of this Prospectus.
Long-Form Conditions
If the Final Terms specify that Long-Form Conditions are to apply to the Notes, the provisions of the applicable Final
Terms and the Terms and Conditions, taken together, shall constitute the Conditions. Such Conditions wil be
constituted as fol ows:
· the blanks in the provisions of the Terms and Conditions which are applicable to the Notes wil be deemed to be
completed by the information contained in the Final Terms as if such information were inserted in the blanks of
such provisions;
· the Terms and Conditions wil be modified, supplemented or replaced by the text of any provisions of the Final
Terms modifying, supplementing or replacing, in whole or in part, the provisions of the Terms and Conditions;
· alternative or optional provisions of the Terms and Conditions as to which the corresponding provisions of the
Final Terms are not completed or are deleted wil be deemed to be not included in the Conditions; and
· all instructions and explanatory notes set out in square brackets in the Terms and Conditions and any footnotes
and explanatory text in the Final Terms will be deemed to be not included in the Conditions.
Where Long-Form Conditions apply, each Global Note representing the Notes of the relevant Series wil have the
Final Terms and the Terms and Conditions attached.
Integrated Conditions
If the Final Terms specify that Integrated Conditions are to apply to the Notes, the Conditions in respect of such
Notes wil be constituted as follows:
· all of the blanks in all applicable provisions of the Terms and Conditions wil be completed according to the
information contained in the Final Terms and all non-applicable provisions of the Terms and Conditions (including
the instructions and explanatory notes set out in square brackets) wil be deleted; and/or
· the Terms and Conditions will be otherwise modified, supplemented or replaced, in whole or in part, according
to the information set forth in the Final Terms.
Where Integrated Conditions apply, the Integrated Conditions alone wil constitute the Conditions. The Integrated
Conditions wil be attached to each Global Note representing Notes of the relevant Series.

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