Obligation Nederlandse Waterschapsbank 1.25% ( XS1109821352 ) en USD

Nederlandse Waterschapsbank

100 % ⇌

Pays-Bas

XS1109821352 ( en USD )

1.25% par an ( paiement semestriel )

18/09/2017 - Obligation échue

Prospectus brochure de l'obligation Nederlandse Waterschapsbank XS1109821352 en USD 1.25%, échue

200 000 USD

2 600 000 000 USD

L'Obligation émise par Nederlandse Waterschapsbank ( Pays-Bas ) , en USD, avec le code ISIN XS1109821352, paye un coupon de 1.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 18/09/2017

FINAL TERMS
6 May 2015
NEDERLANDSE WATERSCHAPSBANK N.V.
(incorporated under the laws of the Netherlands with limited liability and having its corporate seat in The Hague)
Issue of US$600,000,000 1.25% Notes due 18 September 2017 (the `Notes') (to be consolidated with
and form a single series with the currently outstanding issue of US$2,000,000,000 1.25% Notes due 18
September 2017 of which US$1,500,000,000 was issued on 18 September 2014 and US$500,000,000 was
issued on 3 October 2014 (the `Existing Notes')) under the 60,000,000,000 Debt Issuance Program

PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes (the
`Conditions') set forth in the base prospectus dated 28 April 2014 and the supplements to it dated 3 June 2014, 25
August 2014, 8 September 2014 and 19 March 2015 which are incorporated by reference in the Base Prospectus dated
28 April 2015. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4
of Directive 2003/71/EC, as amended (the `Prospectus Directive') and must be read in conjunction with the Base
Prospectus dated 28 April 2015, which constitutes a base prospectus for the purposes of the Prospectus Directive (the
`Base Prospectus'), save in respect of the Conditions which are extracted from the base prospectus dated 28 April 2014
and the supplements to it dated 3 June 2014, 25 August 2014, 8 September 2014 and 19 March 2015. Full information
on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the
Base Prospectus. The Base Prospectus has been published on https://www.nwbbank.com/funding-programmes.html and
is available for viewing at the registered office of the Issuer at Rooseveltplantsoen 3, 2517 KR The Hague, the
Netherlands. In addition, copies may be obtained from Citibank N.A., Citigroup Centre Canada Square, Canary Wharf,
London E14 5LB, United Kingdom (the `Principal Paying Agent') and, only with respect to Tranches of Notes which
are solely offered and sold by the Issuer and/or the Dealers in bearer form outside the United States to non-U.S. persons
in reliance on Regulation S, from Banque Internationale à Luxembourg, 69, route d'Esch, 2953 Luxembourg, Grand
Duchy of Luxembourg (the `Non-U.S. Paying Agent').
1.
Issuer:
Nederlandse Waterschapsbank N.V.
2.
(i)
Series Number:
1397

(ii)
Tranche Number:
3

(iii) Date on which the Notes become fungible:
The Rule 144A Notes shall immediately be
consolidated, form a single series and be
interchangeable for trading purposes with the
Existing Notes.
The Reg S Notes shall be consolidated, form a
single series and be interchangeable for trading
purposes with the Existing Notes 40 days after the
Issue Date.
3.
Specified Currency or Currencies:
USD
4.
Aggregate principal amount:

(i)
Series:
USD 2,600,000,000

(ii)
Tranche:
USD 600,000,000
5.
Issue Price of Tranche:
100.579 per cent. of the aggregate principal
amount plus accrued interest from and including
18 March 2015 to, but excluding, the Issue Date
amounting to USD 1,041,666.67

1

6.
(i)
Specified Denominations:
USD 200,000 and integral multiples of USD 1,000
in excess thereof

(ii)
Calculation Amount:
USD 1,000

7.
(i)
Issue Date:
8 May 2015

(ii)
Interest Commencement Date:
18 March 2015
8.
Maturity Date:
18 September 2017
9.
Interest Basis:
1.25 per cent. Fixed Rate
10.
Redemption/Payment Basis:
Redemption at par
11.
Change of Interest Basis:
Not Applicable
12.
Put/Issuer Call Options:
Not Applicable
13.
Status of the Notes:
Senior
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions:
Applicable

(i)
Fixed Rate(s) of Interest:
1.25 per cent. per annum payable semi-annually in
arrear

(ii)
Interest Payment Date(s):
18 March and 18 September in each year up to
and including the Maturity Date, commencing on
18 September 2015

(iii)
Fixed Coupon Amount:
USD 6.25 per Calculation Amount

(iv)
Broken Amount(s):
Not Applicable

(v)
Day Count Fraction:
30/360, unadjusted

(vi)
Interest Determination Date(s):
Not Applicable
15.
Floating Rate Note Provisions:
Not Applicable
16.
Zero Coupon Note Provisions:
Not Applicable
17.
FX Linked Interest Note Provisions:
Not Applicable
18.
Inflation Linked Note Provisions:
Not Applicable
19.
CMS Linked Note Provisions
Not Applicable
20.
Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
21.
Issuer Call Option:
Not Applicable
22.
Investor Put Option:
Not Applicable
23.
Early Redemption:
Applicable

(i) Early Redemption Amount(s) payable on
USD 1,000 per Calculation Amount
redemption:

2

(ii) Redemption for tax reasons (Condition 7.2)
Applicable
permitted any time:

(iii) Redemption for tax reasons (Condition 7.2)
Applicable
permitted on Interest Payment Dates only:

(iv) Unmatured Coupons to become void upon
Applicable
early redemption:

(v) Early Redemption Unwind Costs:
Not Applicable
24.
Whether Condition 8(a) of the Notes applies (in
Condition 8(b) applies and Condition 7.2 applies.
which case Condition 7.2 (Redemption for tax
reasons) of the Notes will not apply) or whether
Condition 8(b) of the Notes applies (in which
case Condition 7.2 (Redemption for tax reasons)
may be specified as being Applicable):

25.
Final Redemption Amount:
USD 1,000 per Calculation Amount
26.
FX Linked Redemption Note Provisions:
Not Applicable
27.
Automatic Early Redemption Provisions:
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
28.
Form of Notes:
Registered Notes

Regulation S Global Note (USD 278,000,000
principal amount) registered in the name of a
nominee for a common safekeeper for Euroclear
and Clearstream, Luxembourg.

Rule 144A Global Note (USD 322,000,000
principal amount) registered in the name of a
nominee for DTC.

29.
New Global Note:
No
30.
New Safekeeping Structure:
Applicable; but only as to Regulation S Global
Note

31.
Form of Definitive Bearer Notes:
Not Applicable
32.
Financial Centre(s) or other special provisions
New York, London and TARGET2
relating to Payment Dates:
33.
Talons for future Coupons or Receipts to be
Not Applicable
attached to Definitive Bearer Notes (and dates on
which such Talons mature):
34.
Details relating to Partly Paid Notes:
Not Applicable
35.
Details relating to Installment Notes:
Not Applicable
36.
Redenomination:
Not Applicable

3

PART B - OTHER INFORMATION
1. LISTING AND ADMISSTION TO TRADING
(i) Admission to trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to listing and
trading on the Luxembourg Stock Exchange with
effect from 8 May 2015.

The Existing Notes are already admitted to trading on
the Luxembourg Stock Exchange.

(ii) Estimate of total expenses related to admission to trading:
EUR 1,420
2. RATINGS
Ratings:
The Program has been rated:

S&P: AA+ (stable outlook)

Moody's: Aaa (stable outlook)

Each of Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies Inc., and
Moody's Investors Service Limited is established in
the European Union and registered under Regulation
(EC) No 1060/2009, as amended. As such, each of
Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies Inc., and Moody's Investors
Service Limited is included in the list of credit rating
agencies published by the European Securities and
Markets Authority on its website in accordance with
such Regulation.

A rating is not a recommendation to buy, sell or hold
Notes and may be subject to suspension, change or
withdrawal at any time by the assigning rating
agency.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has
an interest material to the offer. The Managers and their affiliates have engaged, and may in the future engage, in
investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its
affiliates in the ordinary course of business.
4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer/Use of Proceeds:
The net proceeds will be applied by the Issuer for its
general corporate purposes (which include profit
making).

(ii) Estimated net proceeds:
USD 604,377,666.67
(iii) Estimated total expenses:
EUR 1,420
5. YIELD

5

Indication of yield
1.001 per cent. (semi-annual basis)

The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future
yield.

6. OPERATIONAL INFORMATION
ISIN:
Regulation S Tranche: XS1229124349 (temporary)
XS1109821352 (permanent)
Rule 144A Tranche: US63983TAW53

CUSIP:
Rule 144A Tranche: 63983TAW5
Common Code:
Regulation S Tranche: 122912434 (temporary)
110982135 (permanent)
Rule 144A Tranche: 110982577

Any clearing system(s) other than DTC, Euroclear Bank
Not Applicable
S.A./N.V./ and Clearstream Banking, société anonyme and the
relevant Identification numbers:
Delivery:
Delivery against payment
Paying Agent(s):
Principal Paying Agent
Name, address and contact details of Calculation Agent:
Principal Paying Agent
Intended to be held in a manner which would allow Yes
Eurosystem eligibility:
Note that the designation `yes' simply means that the
Notes are intended upon issue to be deposited with
one of the International Central Securities
Depositories (`ICSDs') as common safekeeper, and
registered in the name of a nominee of one of the
ICSDs acting as common safekeeper, that is, held
under the new safekeeping structure as designated by
the European Central Bank, and does not necessarily
mean that the Notes will be recognized as eligible
collateral for Eurosystem monetary policy and intra-
day credit operations by the Eurosystem either upon
issue or at any or all times during their life. Such
recognition will depend upon the European Central
Bank being satisfied that the Eurosystem eligibility
criteria have been met.
For the purpose of Condition 14, notices to be published in the
No
Financial Times:
7. DISTRIBUTION
(i) Method of distribution:
Syndicated
(ii) If syndicated, names of Managers:
Applicable

6

(A) Names and addresses of Managers and underwriting Citigroup Global Markets Inc.
commitments/quotas:
388 Greenwich Street
New York, NY 10013
United States
USD 200,000,000

Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
USD 200,000,000

Scotiabank Europe plc
201 Bishopsgate
6th Floor
London EC2M 3NS
United Kingdom
USD 200,000,000

(B) Date of Syndication Agreement:
Applicable

30 April 2015

(C) Stabilizing Manager(s) (if any):
Not Applicable
(iii) If non-syndicated, name and address of Dealer:
Not Applicable
(iv) Eligibility:
Rule 144A and Reg. S
(v) U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA not
applicable
(vi) Offer Period:
Not Applicable
(vii) Reduction of subscriptions:
Not Applicable
(viii) Maximum and minimum subscription amount:
Not Applicable
(ix) Names of Financial Intermediaries:
Not Applicable
8. HISTORIC INTEREST RATES
Not Applicable

9. Performance of index, explanation of effect on value of investment and associated risks and other information
concerning the underlying
Not Applicable
10. Performance of rates of exchange and explanation of effect on value of investment
Not Applicable
11. TERMS AND CONDITIONS OF THE OFFER

Conditions to which the offer is subject:
Not Applicable
Description of the application process:
Not Applicable
Details of the method and time limits for paying up and Not Applicable
delivering the Notes:

7

Categories of potential investors to which the Notes are offered Not Applicable
and whether Tranche(s) have been reserved for certain
countries:
Name(s) and address(es), to the extent known to the Issuer, of None
the placers in the various countries where the offer takes place:

8