Bond UniCredit Austria 0% ( AT000B049515 ) in EUR

UniCredit Austria

100 % ▼

Austria

AT000B049515 ( in EUR )

15/07/2022 - Bond has expired

Prospectus brochure of the bond UniCredit Bank Austria AT000B049515 in EUR 0%, expired

100 000 EUR

5 000 000 EUR

UniCredit Bank Austria is a major Austrian bank, a subsidiary of UniCredit Group, offering a wide range of financial services including corporate and investment banking, retail banking, and asset management to individuals and businesses.

The Bond issued by UniCredit Austria ( Austria ) , in EUR, with the ISIN code AT000B049515, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/07/2022

PROSPECTUS

(incorporated with limited liability under the laws of the Republic of Austria)
40,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
FOR THE ISSUE OF NOTES INCLUDING PFANDBRIEFE, JUMBO-PFANDBRIEFE AND COVERED BANK
BONDS
DUE FROM ONE MONTH TO 40 YEARS FROM THE DATE OF ISSUE

UniCredit Bank Austria AG ("Bank Austria" or the "Issuer", and together with its consolidated subsidiaries,
the "Bank Austria Group"), subject to compliance with all relevant laws, regulations and directives, may from time
to time issue Euro Medium Term Notes including Pfandbriefe, Jumbo-Pfandbriefe and Covered Bank Bonds (the
"Notes") denominated in such currencies as may be agreed with the Purchaser(s) (as defined below). The Notes will
have maturities from one month to 40 years from the date of issue (except as set out herein) and, subject as set out
herein, the maximum aggregate nominal amount of all Notes from time to time outstanding will not exceed
40,000,000,000 (or its equivalent in other currencies at the time of agreement to issue, subject as further set out
herein).
The Notes may be issued on a continuing basis to one or more of the Dealers (each, a "Dealer" and together,
the "Dealers", which expressions shall include any additional Dealer appointed under this 40,000,000,000 Euro
Medium Term Note Programme (the "Programme") from time to time). Notes may also be issued directly by the
Issuer to persons other than Dealers. Dealers and such other persons are referred to as "Purchasers".
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme during
the period of 12 months from the date of this document to be admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange; consequently
this Prospectus is only valid in respect of the issuance of Notes intended to be listed on the Luxembourg Stock
Exchange for a period of 12 months from the date of publication of this document. Further, Notes may be admitted
to trading on other regulated or non-regulated markets within the European Economic Area or elsewhere or may be
unlisted, as specified in the final terms (the "Final Terms").
References in this Prospectus to Notes being "listed" in Luxembourg (and all related references) shall, for the
purposes of Directive 2003/71/EC, as amended (the "Prospectus Directive"), which amendments include those
required by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent implemented in the relevant
Member State, mean that such Notes have been admitted to trading on the Regulated Market of the Luxembourg
Stock Exchange and have been listed on the official list of the Luxembourg Stock Exchange. The Regulated Market
of the Luxembourg Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC.
Notice of the aggregate nominal amount or principal amount of, the interest (if any) payable in respect of, the
issue price of, and any other matters not contained herein which are applicable to each Tranche of Notes will be set
out in the Final Terms which, with respect to Notes to be listed on the official list of the Luxembourg Stock
Exchange, will be delivered to the relevant authorities in Luxembourg. Each Final Terms will contain the final terms
of each Tranche of Notes for the purposes of Article 5.4 of the Prospectus Directive.
Notes may, after notification in accordance with Article 18 of the Prospectus Directive, be admitted to trading
on the regulated markets of and/or admitted to listing on the stock exchanges of one or more member states of the
European Economic Area and/or publicly offered within the European Economic Area. The Issuer has requested the
Commission de Surveillance du Secteur Financier ("CSSF") as the competent authority in Luxembourg for
approving this Prospectus to provide each of the Financial Markets Authority (Finanzmarktaufsicht) ("FMA") being
the competent authority in the Republic of Austria as well as the respective competent authorities in each of the
United Kingdom and Germany with a certificate of approval attesting that this Prospectus has been drawn up in
accordance with the Prospectus Directive. The Issuer may request the CSSF to provide certificates of approval to
competent authorities in additional European Economic Area states. Notes may also be issued by the Issuer under
other base prospectuses according to national laws and the Prospectus Directive. In such case the maximum
aggregate nominal amount of all Notes issued under all base prospectuses of the Issuer will still not exceed
40,000,000,000.
Subject as set out herein, this Prospectus and any supplement hereto will only be valid for listing Notes if the
aggregate of the principal amount of those Notes and all Notes outstanding as at the date of issue of those Notes did
not exceed 40,000,000,000 (or its equivalent in the other currencies specified herein) outstanding at any one time,
calculated by reference to the Exchange Rate prevailing at the Agreement Date (each as defined in and more fully set
out in the Programme Agreement).

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DAC15484642/58

This Prospectus constitutes:
(i)
a base prospectus in respect of Notes other than Pfandbriefe, Jumbo-Pfandbriefe and Covered Bank Bonds
for the purposes of Article 5.4(a) of the Prospectus Directive; and
(ii)
a base prospectus in respect of Pfandbriefe, Jumbo-Pfandbriefe and Covered Bank Bonds for the purposes of
Article 5.4(b) of the Prospectus Directive.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in
the relevant Final Terms. A 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. Whether or not each credit rating
applied for in relation to a relevant Tranche of Notes will be issued by a credit rating agency established in the
European Union and registered under Regulation (EC) No. 1060/2009 (as amended) will be disclosed clearly and
prominently in the Final Terms.
This Prospectus has been approved by and filed with the CSSF and has been published on or about 18 June
2014 in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of
the Issuer (www.bankaustria.at). By approving the Prospectus, the CSSF assumes no responsibility as to the
economic and financial soundness of any transaction contemplated in this Prospectus or the quality or solvency of
the Issuer. This Prospectus replaces the Prospectus dated 21 June 2013.

THERE ARE CERTAIN RISKS RELATED TO AN INVESTMENT IN THE NOTES UNDER THE
PROGRAMME WHICH INVESTORS SHOULD ENSURE THEY FULLY UNDERSTAND (SEE "RISK
FACTORS" BELOW). THIS BASE PROSPECTUS DOES NOT DESCRIBE ALL OF THE RISKS OF AN
INVESTMENT IN THE NOTES.

Arranger
UNICREDIT BANK
Dealers
BANCO BILBAO VIZCAYA ARGENTARIA,
BARCLAYS
S.A.
BNP PARIBAS
DEUTSCHE BANK
GOLDMAN SACHS INTERNATIONAL
J.P. MORGAN
MORGAN STANLEY
RBC CAPITAL MARKETS
THE ROYAL BANK OF SCOTLAND
UBS INVESTMENT BANK
UNICREDIT BANK
UNICREDIT BANK AUSTRIA

The date of this Prospectus is 18 June 2014

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TABLE OF CONTENTS
SUMMARY OF THE PROGRAMME ..................................................................................... 1
GERMAN TRANSLATION OF THE SUMMARY OF THE PROGRAMME ..................... 16
RISK FACTORS ...................................................................................................................... 33
RESPONSIBILITY STATEMENT ......................................................................................... 47
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................... 49
ALLGEMEINE BESCHREIBUNG DES PROGRAMMS ..................................................... 50
FORM OF THE NOTES .......................................................................................................... 51
TERMS AND CONDITIONS OF THE NOTES ..................................................................... 54
PART A TERMS AND CONDITIONS OF THE NOTES................................................ 55
PART B TERMS AND CONDITIONS OF PFANDBRIEFE .......................................... 81
PART C TERMS AND CONDITIONS OF JUMBO-PFANDBRIEFE............................ 96
PART D TERMS AND CONDITIONS OF COVERED BANK BONDS ...................... 104
EMISSIONSBEDINGUNGEN FÜR DIE SCHULDVERSCHREIBUNGEN ..................... 119
TEIL A EMISSIONSBEDINGUNGEN FÜR DIE SCHULDVERSCHREIBUNGEN.. 120
TEIL B EMISSIONSBEDINGUNGEN FÜR PFANDBRIEFE ..................................... 150
TEIL C EMISSIONSBEDINGUNGEN FÜR JUMBO-PFANDBRIEFE ...................... 167
TEIL D EMISSIONSBEDINGUNGEN FÜR FUNDIERTE
BANKSCHULDVERSCHREIBUNGEN ................................................................. 176
FORM OF THE FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF
SECURITIES WITH A DENOMINATION OF AT LEAST 100,000 .................. 194
FORM OF THE FINAL TERMS FOR USE IN CONNECTION WITH ISSUES OF
SECURITIES WITH A DENOMINATION OF LESS THAN 100,000 ............... 204
MUSTER DER ENDGÜLTIGEN BEDINGUNGEN (FINAL TERMS) IN VERBINDUNG
MIT DER AUSGABE VON WERTPAPIEREN MIT EINER STÜCKELUNG VON
ÜBER ODER GLEICH 100.000 ............................................................................ 215
MUSTER DER ENDGÜLTIGEN BEDINGUNGEN (FINAL TERMS) IN VERBINDUNG
MIT DER AUSGABE VON WERTPAPIEREN MIT EINER STÜCKELUNG VON
UNTER 100.000 .................................................................................................... 227
USE OF PROCEEDS ............................................................................................................. 240
INFORMATION ON THE ISSUER ..................................................................................... 241
TAXATION ........................................................................................................................... 255
SUBSCRIPTION AND SALE ............................................................................................... 264
CONSENT TO USE THE PROSPECTUS ............................................................................ 267
DOCUMENTS INCORPORATED BY REFERENCE ......................................................... 268
REGULATORY MATTERS ................................................................................................. 270
GENERAL INFORMATION ................................................................................................ 277

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SUMMARY OF THE PROGRAMME
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in
Sections A E (A.1 E.7).
This summary contains all the Elements required to be included in a summary for this type of securities and
issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of
the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities and
Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short
description of the Element is included in the summary with the mention of "not applicable".
Certain provisions of this summary appear in brackets. Such information will be completed or, where not
relevant, deleted, in relation to a particular series of securities and the completed summary in relation to such
series of securities shall be appended to the relevant final terms.
Section A Introduction and warnings

A.1 Warnings
The following summary must be read as an introduction to this
Prospectus.

Any decision to invest in the Notes, Pfandbriefe, Jumbo-
Pfandbriefe or Covered Bank Bonds of the Issuer (each generally
referred to in this Summary as "Notes") should be based on a
consideration of this Prospectus as a whole by the investor.

Where a claim relating to the information contained in this
Prospectus is brought before a court, a plaintiff investor might,
under the national legislation of the relevant member state of the
European Economic Area, have to bear the costs of translating this
Prospectus before legal proceedings are initiated.

Civil liability attaches to those persons who have tabled this
summary, including any translation thereof, and applied for its
notification, but only if this summary is misleading, inaccurate or
inconsistent when read together with the other sections of this
Prospectus or it does not provide, when read together with the other
parts of the Prospectus, key information in order to aid investors
when considering whether to invest in the Notes.

A.2 Consent by the issuer to the use of Each Dealer and/or each financial intermediary (each a "Financial
the
Prospectus
by
financial Intermediary") subsequently reselling or finally placing Notes is
intermediaries
entitled to use the Prospectus for the subsequent resale or final
placement of Notes during the offer period from [] to [],
provided however, that (i) the Prospectus is still valid in
accordance with Article 11, paragraph 2 of the Luxembourg Act
relating to prospectuses for securities (Loi relative aux prospectus
pour valeurs mobilières) which implements Directive 2003/71/EC
of the European Parliament and of the Council of 4 November
2003 (as amended by Directive 2010/73/EU of the European
Parliament and of the Council of 24 November 2010) and (ii) the
Financial Intermediary is a credit institution licensed in accordance
with Art 4 number 1 of Directive 2006/48/EC of the European
Parliament and of the Council of 14 June 2006 to trade securities.

The Issuer may revoke or limit its consent at any time, whereby
such revocation or limitation requires a supplement to the
Prospectus.

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The Prospectus may only be delivered to potential investors
together with all supplements published before such delivery. Any
supplement to the Prospectus is available for viewing in electronic
form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of the Issuer
(www.bankaustria.at).

Any Financial Intermediary using the Prospectus must (i) state
on its website that it uses the Prospectus in accordance with the
consent and the conditions attached thereto and (ii) ensure that
it complies with all applicable laws and regulations in force in
the respective jurisdiction.

In the event of an offer being made by a Financial
Intermediary, this Financial Intermediary will provide
information to investors on the terms and conditions of the
offer at the time the offer is made.

Section B Issuer

B.1 Legal and commercial name of the The legal name of the Issuer is UniCredit Bank Austria AG (the
Issuer
"Issuer" and together with its subsidiaries, the "Bank Austria
Group") and the commercial name is Bank Austria.
B.2 Domicile; legal form; legislation; The Issuer's legal seat is Schottengasse 6-8, A-1010 Vienna,
country of incorporation
Austria; the Issuer is an Austrian joint stock corporation
(Aktiengesellschaft) established in accordance with Austrian law.
B.4b Known trends
The instability of the global and European financial markets and
the sovereign debt crisis have a substantial impact on the Bank
Austria Group and its business activities as a financial institution.
In this context, regulatory requirements are tightening, in particular
with regard to stricter capital requirements, liquidity requirements
and the introduction of a leverage ratio.
The European Union Capital Requirements Regulation ("CRR")
and the European Union Capital Requirements Directive IV ("CRD
IV") contain higher standards for quality and quantity of capital
and capital buffers that will phase-in over time.
Various changes in the supervision of the Issuer are expected on
account of the European Union Council regulation conferring
specific tasks on the European Central Bank concerning policies
relating to the prudential supervision of credit institutions, also
referred to as the "Single Supervisory Mechanism Regulation",
which will apply from November 2014.

B.5 Organizational structure
The Issuer is a direct subsidiary of UniCredit S.p.A., Vienna
branch, which directly holds a 99.996% share in the Issuer. The
Issuer is the parent company of the Bank Austria Group, which
directly and indirectly holds equity participations in various
companies, the most important of these being ZAO UniCredit
Bank, Moscow (Russia), Yapi ve Kredi Bankasi A.S., Istanbul
(Turkey), UniCredit Bank Czech Republic and Slovakia, a.s.,
Prague (Czech Republic with foreign branch in Slovakia),
Zagrebacka Banka d.d., Zagreb (Croatia), UniCredit Bulbank AD,
Sofia (Bulgaria), UniCredit Tiriac Bank S.A., Bucharest (Romania)
and Public Joint Stock Company Ukrsotsbank, Kiev (Ukraine).

B.9 Profit forecast/estimate
Not applicable. No forecasts or estimates are made public.
B.10 Qualifications in the audit report
Not applicable. No qualifications are contained in the audit report.

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B.12 Selected key financial information
The following tables show an overview of Bank Austria Group's
income statement, balance sheet, key performance indicators and
staff and offices, respectively, and were extracted from the audited
consolidated financial statements prepared in accordance with
IFRS as of 31 December 2012 and 2013 as well as from the
unaudited consolidated interim financial statements as of 31 March
2014 (including published errata):

Income Statement*)
3-months ending 31 March
Year ended 31 December

2014
20131
2013
20122

(unaudited, consolidated)
(audited, consolidated)

in million
in million

Net interest ................................................................
841 ................................
855 ..
4,132
4,143
Net fees and commissions................................................................
330
............
324

1,698
1,543
Net trading, hedging and fair
value income ................................................................
112 ................................
133

934
768
Operating income ................................................................
1.376
........................
1.472

6,960
6,681
Operating costs ................................................................
-835
............................
-844

-3,856
3,786
Operating profit ................................................................
541
...........................
628

3,104
2,895
Net write-downs of loans and
provisions for guarantees and
commitments ................................................................
-190
...............................
-246

-1,441
-969
Net operating profit ................................................................
350
.....................
382

1,663
1,926
Profit before tax ................................................................
421
...........................
316

1,131
1,269
Goodwill impairment ................................................................
0
...................
-3

-1,957
-34
Net profit or loss attributable to
the owners of the parent
company ................................................................
35 ................................
0
281 ......
-1,603
419

Balance Sheet
3-months
As of 31 December

ending 31

March

2014
2013
20122

(unaudited,
(audited, consolidated)

consolidated)

in million
in million

Total Assets ................................................................
179,158 ................................
196,210 ...................
207, 596

Loans and receivables with
customers ................................................................
114,25 ................................
9
129,121.......................

132, 424

Primary funds (end of period) ................................
124,10 ................................
3
137,98 ........................
4
136, 824

Equity ................................................................
15, ................................
126
15, ..........
052

18,192

Total RWA ................................................................
123,536 ................................
118,510 ..
130,067

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Key Performance Indicators
3-months
As of 31 December

ending 31

March

2014
2013
20122

(unaudited,
(audited, consolidated)

consolidated)

Return on Equity after tax

(ROE)3 ................................................................
9. ................................
9%
n............................
m.
2 .4%

Cost/income ratio (excl. bank
levy)................................................................5................................
6.5%
5 ...............................
3.4%
54 .7%

Net write-downs of loans and

provisions for guarantees and

commitments/average lending
volume (cost of risk)4 ................................................................
0.66%
................................
1.09%
.....
0.
75%

Loans and receivables with

customers/primary funds (end of

period) ................................................................
92. ................................
1%
93. .........
6%

95.1%
Leverage ratio5 ................................................................
12.0x
.............................
13.2x

13.0x

Common Equity Tier 1 capital

ratio (2014: CET1; 2013 and
2012: Core Tier 1 capital ratio,

end of period, based on all

risks)6 ................................................................
11................................
.0%
11. ...........
3%7

10.6%

Tier 1 capital ratio (end of
period, based on all risks) 6 ................................
11.................................
0%
11. ..........
6%

10.8%

Total capital ratio (end of period,

based on all risks)6 ................................................................
13.5%
.......................
13.5%

12.5%

Staff and Offices
3-months
As of 31 December

ending 31

March

2014
2013
20122

(unaudited,
(audited, consolidated)

consolidated)

Staff8 ................................................................
3 ................................
7,269
53..............................
,598
58, 182

Offices8 ................................................................
1,8 ................................
14
2,7 ..........................
89
2, 970

*) Income Statement presented as per Segment Reporting in the Notes of the respective Annual / Interim
Report
1
Recast to reflect current structure and methodology (2013 recast for comparison reasons) - except for
capital ratios and the number of offices.
2
Comparative figures for 2012 recast to reflect the structure and methodology as of the end of 2013 (as
shown in the Annual Report 2013)
3
ROE after tax = (Annualized) Net profit attributable to the owners of the parent company / Average of
equity after minorities and after deduction of IAS 39 reserves
4
Cost of risk = (Annualized) Net write-downs of loans and provisions for guarantees and commitments /
Average of loans to customers
5
Leverage ratio = Total assets / equity (each without intangible assets)
6
Capital ratios 2014 according to Basel 3 (phase-in), capital ratios 2013 and 2012 according to Basel 2.5
7
As shown in the unaudited interim financial statements for the period from 1 January 2014 to 31 March
2014
8
Employees and offices of Yapi Kredi (Turkey) - which is consolidated at equity starting 2014 are not
included anymore in 2014, figures for 2013 as published.

No
material
adverse
change/ There has been no material adverse change in the prospects of the
significant changes in financial or Bank Austria Group since 31 December 2013.
trading position

Not applicable. There has been no significant change in the
financial or trading position of the Bank Austria Group since 31
March 2014.
B.13 Recent developments
Not Applicable. There are no recent events particular to the Issuer
which are to a material extent relevant to the evaluation of the
Issuer's solvency.
B.14 Dependence of the Issuer upon other Please read Element B.5 together with the information below.
entities within the group

The Issuer is a direct subsidiary of UniCredit S.p.A., Vienna
branch, which directly holds a 99.996% share in the Issuer.

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B.15 Issuer's principal activities
The Issuer operates as a universal bank throughout its core region
of Austria and the countries of Central and Eastern Europe
("CEE"). The Issuer is one of the largest providers of banking
services in Austria with market shares in total loans of 15% and
total deposits of 14%. The Issuer operates one of the largest
banking networks in CEE (around 1,500 branches not counting
the additional approx. 1,000 branches of its joint-venture in
Turkey, Yapi Kredi). In around 10 countries in the region it is
among the five largest banks by total assets. In addition, it provides
its customers access to the international network of the UniCredit
Group in the world's key financial centres.
B.16 Ownership and Controlling interest
As of 31 March 2014, UniCredit S.p.A., Vienna branch has a direct
shareholding interest of 99.996% in Bank Austria, with the
aggregate number of Issuer shares being 231,228,820, of which
10,115 are registered shares. The registered shares are held by
"Privatstiftung zur Verwaltung von Anteilsrechten", a private
foundation under Austrian law (10,000 registered shares) and by
the Council Fund of the Employees' Council of Bank Austria's
employees in the Vienna area (115 registered shares).

B.17 Credit ratings
[Not applicable, The Notes are not rated.]

[The Notes are rated [·] by [·].

The Issuer is assigned a long-term issuer rating of "Baa2" with
negative outlook by Moody's Investors Service Ltd ("Moody's")
and "A-" with outlook on Credit Watch Negative by Standard &
Poor's Credit Market Services Europe Limited ("Standard &
Poor's").

In general, European regulated investors 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 Regulation (EC) No. 1060/2009 of the European Parliament
and of the Council of 16 September 2009 on credit rating agencies
(as amended) (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 has not
been refused.

[Moody's Investors Service Ltd has its registered office at One
Canada Square, Canary Wharf, E14 5FA London, United Kingdom
and is registered at Companies House in England under registration
number 1950192. Moody's assigns long-term ratings based on the
following scale: "Aaa", "Aa", "A", "Baa", "Ba", "B", "Caa", "Ca"
and "C". For each general rating category from "Aa" to "Caa",
Moody's assigns a numerical modifier "1", "2" and "3". The
modifier "1" indicates a rating at the top end of the respective letter
rating class, the modifier "2" indicates a midrange rating and the
modifier "3" indicates a rating at the bottom end of the respective
letter rating class. The short-term ratings of Moody's indicate the
estimation of the ability of the Issuer to meet its short-term
financial obligations and range from "P-1", "P-2", "P-3" down to
"NP".]
[Standard & Poor's Credit Market Services Europe Limited, has its
registered office at 20 Canada Square, Canary Wharf, London,
United Kingdom E14 5LH and is a business unit of The McGraw-
Hill Companies Inc. whose headquarter is at 1221 Avenue of the

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Americas, New York, NY 10020. S&P assigns long-term credit
ratings on a scale from "AAA" to "D". The ratings from "AA" to
"CCC" can be modified by a "+" or "-" to indicate the relative
position within the main rating category. Additionally, S&P can
provide an estimation (known as Credit Watch) as to whether a
rating will be upgraded, downgraded or whether the trend is
uncertain (neutral). S&P can assign specific issues short-term
ratings on a scale from "A-1", "A-2", "A-3", "B", "C" down to "D".
Within the "A-1" class, the rating can be given a "+".]
[Moody's Investors Service Ltd] [and] [Standard & Poor's Credit
Market Services Europe Limited] [are][is] established in the
European Union and [are][is] included as a registered rating agency
in the list of credit rating agencies published by the European
Securities and Markets Authority on its website in accordance with
the CRA Regulation.
A 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.]

Section C Securities

C.1 Type and class of securities, The securities are [Fixed Rate] [Floating Rate] [Zero Coupon]
identification number
[Partly Paid] [Installment] [Inflation-Linked] Notes.
The ISIN is [·] [and the Common Code is [·]] [and the WKN is
[·]].
C.2 Currency
[U.S. dollars][euro][Australian dollars][Canadian dollars][Czech
crown][Danish kroner][Hong Kong dollars][Japanese yen][New
Zealand dollars][Norwegian kroner][South African rand][British
pound sterling][Swedish kronor][Swiss francs][other currency or
currencies, subject to compliance with all relevant laws,
regulations and directives, as may be agreed between the Issuer
and the relevant Purchaser(s)]
C.5 Restrictions on free transferability
[Not applicable. The Notes are freely transferable, subject to the
relevant selling restrictions.][Restrictions on free transferability to
be described]
C.8 Rights
attached
to
securities; Rights attached to the Notes
ranking; limitations of such rights

Each holder of the Notes has the right to claim payment of interest
and nominal from the Issuer when such payments are due as further
described in Element C.9 and such other rights described in this
Element C.8 and in Element C.9.
Ranking of the Notes
[Unsubordinated
Notes
("Ordinary
Notes")
are
direct,
unconditional and unsecured obligations of the Issuer and rank pari
passu without any preference among themselves and equally with
all other outstanding, unsecured and unsubordinated obligations of
the Issuer present and future (save to the extent that laws affecting
creditors' rights generally in a bankruptcy or winding-up may give
preference to any of such other unsecured obligations).]
[Subordinated Notes are direct, unconditional, unsecured and
subordinated obligations and shall rank pari passu without any
preference among themselves after senior creditors of the Issuer
and at least pari passu with all other subordinated obligations of
the Issuer other than subordinated obligations which are expressed

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by their terms to rank junior to the Subordinated Notes.]
[Pfandbriefe constitute unsubordinated obligations [in the case of
Public Sector Pfandbriefe add: ranking pari passu with all other
obligations of the Issuer under Public Sector Pfandbriefe][in the
case of Mortgage Pfandbriefe add: ranking pari passu with all
other obligations of the Issuer under Mortgage Pfandbriefe].]
[Covered Bank Bonds constitute unsubordinated obligations [in the
case of Public Sector Covered Bank Bonds add: ranking pari passu
with all other obligations of the Issuer under Public Sector Covered
Bank Bonds][in the case of Mortgage Covered Bank Bonds add:
ranking pari passu with all other obligations of the Issuer under
Mortgage Covered Bank Bonds].]
Limitations of rights
Claims for payment of principal in respect of the Notes shall be
prescribed upon the expiry of 10 years, and claims for payment of
interest (if any) in respect of the Notes shall be prescribed upon the
expiry of three years.
C.9 Interest rate, due dates and See also C.8.
redemption, yield, representation

Interest rate, including, where not fixed, the underlying on which
it is based

[Fixed Rate Notes

Fixed rate interest will be payable in arrear (unless otherwise
specified) on such days(s) as agreed between the Issuer and the
relevant purchaser(s).
Interest will be calculated on the basis of the specified day count
fraction.]

[Floating Rate Notes

Floating Rate Notes will bear interest at a rate determined:
(i) on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant specified currency governed
by an agreement incorporating the 2006 ISDA Definitions (as
published by the International Swaps and Derivatives Association,
Inc., and as amended and updated as at the issue date of the first
tranche of the Notes of the relevant series); or

(ii) on the basis of a reference rate appearing on the agreed screen
page of a commercial quotation service; or

(iii) on another specified basis.

Such interest rate can also be subject to a multiplication factor.]

[Fixed and Floating Rate Notes

The interest on Fixed and Floating Rate Notes will be determined
on the basis of a combination of a fixed interest rate with a floating
interest rate, each of which can be applied to a specific portion of
the Note or for a particular period of time.]

Due Date

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