Bond Aktia Bank PLC 4.956% ( XS2449339980 ) in EUR

Aktia Bank PLC

100 % ⇌

Finland

XS2449339980 ( in EUR )

4.956% per year ( payment 1 time a year)

26/02/2024 - Bond has expired

Prospectus brochure of the bond Aktia Bank PLC XS2449339980 in EUR 4.956%, expired

100 000 EUR

65 000 000 EUR

Aktia Bank Plc is a Finnish financial services company offering a range of banking and wealth management services to both private and corporate clients.

The Bond issued by Aktia Bank PLC ( Finland ) , in EUR, with the ISIN code XS2449339980, pays a coupon of 4.956% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/02/2024

BASE PROSPECTUS
AKTIA BANK PLC
(incorporated with limited liability in Finland)
5,000,000,000
Euro Medium Term Note and Covered Bond Programme
Under this 5,000,000,000 Euro Medium Term Note and Covered Bond Programme (the Programme), Aktia Bank plc (the Issuer)
may from time to time issue Euro medium term notes (the Notes) and mortgage-backed notes issued in accordance with the CBA (as
defined below) (the Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined
below).
The maximum aggregate nominal amount of all Notes and Covered Bonds from time to time outstanding under the Programme will
not exceed 5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described
herein), subject to increase as described herein.
Notes may be issued (i) on an unsubordinated basis with the ranking described in Condition 2.1 of the "Terms and Conditions of the
Notes" below (Senior Preferred Notes), (ii) on an unsubordinated basis as senior non-preferred Notes with the ranking described in
Condition 2.2 of the "Terms and Conditions of the Notes" below (Senior Non-Preferred Notes) or (iii) on a subordinated basis with
the ranking described in Condition 2.3 of the "Terms and Conditions of the Notes" below (Subordinated Notes), as specified in the
applicable Final Terms (as defined below).
The Notes and Covered Bonds may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the
Programme" and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together
the Dealers), which appointment may be for a specific issue or on an on-going basis. References in this Base Prospectus to the
relevant Dealer shall, in the case of an issue of Notes or Covered Bonds being (or intended to be) subscribed by more than one
Dealer, be to all Dealers agreeing to subscribe such Notes or Covered Bonds.
An investment in Notes and Covered Bonds issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance de Secteur Financier (the CSSF),
as competent authority under Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). The CSSF only approves this
Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
Approval by the CSSF should not be considered as an endorsement of the Issuer or of the quality of the Notes or the Covered Bonds.
Investors should make their own assessment as to the suitability of investing in the Notes or the Covered Bonds.
By approving this Base Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect
of the economic or financial appropriateness of the operation or the quality and solvency of the Issuer. Application has been made to
the Luxembourg Stock Exchange for Notes and Covered Bonds issued under the Programme 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.
References in this Base Prospectus to Notes and Covered Bonds being listed (and all related references) shall mean that such Notes
and Covered Bonds have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to
the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for
the purposes of Directive 2014/65/EU, as amended (MiFID II).
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date (up to and including
14 July 2022) in relation to Notes and Covered Bonds which are to be admitted to trading on a regulated market in the European
Economic Area (the EEA). The obligation to supplement this Base Prospectus in the event of a significant new factor, material
mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
Notice of the aggregate nominal amount of Notes and Covered Bonds, interest (if any) payable in respect of Notes and Covered
Bonds, the issue price of Notes and Covered Bonds and certain other information which is applicable to each Tranche (as defined
under "Terms and Conditions of the Notes" and "Terms and Conditions of the Covered Bonds") of Notes and Covered Bonds will be
set out in a final terms document (the Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Notes
and Covered Bonds to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock
Exchange (www.bourse.lu).
The Programme provides that Notes and Covered Bonds may be listed or admitted to trading, as the case may be, on such other or
further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted
Notes and unlisted Covered Bonds and/or Notes and Covered Bonds not admitted to trading on any market. The CSSF has neither
approved nor reviewed information contained in this Base Prospectus in connection with such unlisted Notes or Covered Bonds.
As at the date of this Base Prospectus, the Issuer has been assigned a long-term/short-term borrowing rating of A1/P-1 by Moody's
Investors Service Ltd. (Moody's) and a long-term/short-term counterparty credit rating of A-/A-2 by S&P Global Ratings Europe
Limited (S&P).
The Covered Bonds issued under the Programme are expected to be rated Aaa by Moody's. According to Moody's Global Long-
Term rating scale, obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk. Notes and
Covered Bonds issued under the Programme may however also be unrated. Where a Tranche of Notes or Covered Bonds is rated,
such rating will be disclosed in the Final Terms.
Moody's is established in the United Kingdom and is registered in accordance with Regulation (EC) No. 1060/2009 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA) (the UK CRA Regulation). Moody's is not
established in the EEA and has not applied for registration under Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation). The ratings issued by Moody's have been endorsed by Moody's Deutschland GmbH (Moody's Deutschland) in
accordance with the CRA Regulation. Moody's Deutschland is established in the EEA and registered under the CRA Regulation. As
such, Moody's Deutschland is included in the list of credit rating agencies published by the European Securities and Markets

Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation.
S&P is established in the European Union and is registered under the CRA Regulation. As such, S&P is included in the list of credit
rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-
registered-and-certified-CRAs) in accordance with the CRA Regulation. S&P is not established in the United Kingdom (UK) but it is
part of a group in respect of which one of its undertakings is (i) established in the UK, and (ii) is registered in accordance with the
UK CRA Regulation. Accordingly, the ratings issued by S&P have been endorsed by S&P Global Ratings UK Limited in accordance
with the UK CRA Regulation and have not been withdrawn. As such, the ratings issued by S&P may be used for regulatory purposes
in the UK in accordance with the UK CRA Regulation 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.

ARRANGER
J.P. Morgan
DEALERS

BNP PARIBAS
BofA Securities
Crédit Agricole CIB
Landesbank Baden-Württemberg
Natixis
Nordea
Nykredit Bank A/S
J.P. Morgan
UniCredit
The date of this Base Prospectus is 14 July 2021.

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes and Covered Bonds issued under
the Programme for the purposes of Article 8 of the Prospectus Regulation. Prospectus Regulation means
Regulation (EU) 2017/1129, as amended.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms for each Tranche of Notes and Covered Bonds issued under the Programme. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the
information contained in this Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this
Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference" below), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved
by the CSSF.
Save for the Issuer, no other party has verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability
is accepted by the Dealers as to the accuracy or completeness of the information contained or
incorporated by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme. No Dealer accepts any liability in relation to the information
contained or incorporated by reference in this Base Prospectus or any other information provided by
the Issuer in connection with the Programme.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other information
supplied in connection with the Programme or the Notes and the Covered Bonds and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes or Covered Bonds (a) is intended to provide the basis of any credit or other evaluation or (b)
should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of
this Base Prospectus or any other information supplied in connection with the Programme or any
Notes or Covered Bonds should purchase any Notes or Covered Bonds. Each investor contemplating
purchasing any Notes or Covered Bonds should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither
this Base Prospectus nor any other information supplied in connection with the Programme or the
issue of any Notes or Covered Bonds constitutes an offer or invitation by or on behalf of the Issuer or
any of the Dealers to any person to subscribe for or to purchase any Notes or Covered Bonds.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes or Covered
Bonds shall in any circumstances imply that the information contained herein concerning the Issuer is
correct at any time subsequent to the date hereof or that any other information supplied in connection
with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. The Dealers expressly do not undertake to review the financial condition or
affairs of the Issuer during the life of the Programme or to advise any investor in the Notes or Covered
Bonds of any information coming to their attention. Investors should review, inter alia, the most
3

recently published documents incorporated by reference into this Base Prospectus when deciding
whether or not to purchase any Notes or Covered Bonds.
Amounts payable on Floating Rate Notes, Fixed Reset Notes and Floating Rate Covered Bonds may, if
so specified in the applicable Final Terms, be calculated by reference to one of EURIBOR, STIBOR or
NIBOR. As at the date of this Base Prospectus, each of the European Money Markets Institute (as
administrator of EURIBOR) and Norske Finansielle Referanser AS (NoRe) (as administrator of
NIBOR) is included in ESMA's register of administrators under Article 36 of the Regulation (EU) No.
2016/1011 (the EU Benchmarks Regulation). As at the date of this Base Prospectus, the administrator
of STIBOR is not included in ESMA's register of administrators under Article 36 of the Benchmarks
Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks
Regulation apply, such that the Swedish Financial Benchmark Facility (as administrator of STIBOR)
is not currently required to obtain authorisation or registration (or, if located outside the European
Union, recognition, endorsement or equivalence).
IMPORTANT EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes or Covered Bonds includes a legend entitled "Prohibition of Sales
to EEA Retail Investors", the Notes or Covered Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the EEA.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
Insurance Distribution Directive), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the PRIIPs Regulation) for offering or selling the Notes or Covered Bonds or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS
If the Final Terms in respect of any Notes or Covered Bonds includes a legend entitled "Prohibition of Sales
to UK Retail Investors", the Notes or Covered Bonds are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or
(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or Covered Bonds or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the
Notes or Covered Bonds or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE AND TARGET MARKET
The Final Terms in respect of any Notes or Covered Bonds may include a legend entitled "MiFID II product
governance" which will outline the target market assessment in respect of the Notes or Covered Bonds and
which channels for distribution of the Notes or Covered Bonds are appropriate. Any person subsequently
offering, selling or recommending the Notes or Covered Bonds (a distributor) should take into consideration
the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its
4

own target market assessment in respect of the Notes or Covered Bonds (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any
Dealer subscribing for any Notes or Covered Bonds is a manufacturer in respect of such Notes or Covered
Bonds, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MIFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE AND TARGET MARKET
The Final Terms in respect of any Notes or Covered Bonds may include a legend entitled "UK MiFIR
Product Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes or Covered Bonds (a distributor) should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its
own target market assessment in respect of the Notes or Covered Bonds (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes or Covered Bonds is a manufacturer in
respect of such Notes or Covered Bonds, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MIFIR Product Governance Rules.
SINGAPORE: SECTION 309B(1)(C) NOTIFICATION
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified
or amended from time to time (the SFA) and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has, unless otherwise specified in
the applicable Final Terms, determined the classification of all Notes and Covered Bonds to be issued under
the Programme as prescribed capital markets products (as defined in the CMP Regulations 2018) and
Excluded Investment Products (as defined in MSA Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES AND COVERED BONDS GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
or Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes
and Covered Bonds may be restricted by law in certain jurisdictions. The Issuer and the Dealers do
not represent that this Base Prospectus may be lawfully distributed, or that any Notes or Covered
Bonds may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any
responsibility for facilitating any such distribution or offering. In particular, no action has been taken
by the Issuer or the Dealers which is intended to permit a public offering of any Notes or Covered
Bonds or distribution of this Base Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes or Covered Bonds may be offered or sold, directly or indirectly, and
neither this Base Prospectus nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Base Prospectus or any Notes or
Covered Bonds may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes or Covered Bonds. In
particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of
5

Notes or Covered Bonds in the United States, the European Economic Area (including, for these
purposes, Belgium and Finland), the UK, Japan, Singapore and Switzerland; see "Subscription and
Sale".
The Notes or Covered Bonds may not be a suitable investment for all investors. Each potential
investor in the Notes or Covered Bonds must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor may wish to consider, either on its own or
with the help of its financial and other professional advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes or
Covered Bonds, the merits and risks of investing in the Notes or Covered Bonds and the
information contained or incorporated by reference in this Base Prospectus or any applicable
supplement;
(ii)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes or Covered Bonds and the impact the
Notes or Covered Bonds will have on its overall investment portfolio;
(iii)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes or Covered Bonds, including Notes or Covered Bonds where the currency for principal
or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes or Covered Bonds and is familiar with the
behaviour of financial markets; and
(v)
is able to evaluate possible scenarios for economic, interest rate and other factors that may
affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain
authorities. Each potential investor should consult its legal advisers to determine whether and to what
extent (1) Notes and Covered Bonds are legal investments for it, (2) Notes and Covered Bonds can be
used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or
pledge of any Notes and Covered Bonds. Financial institutions should consult their legal advisers or
the appropriate regulators to determine the appropriate treatment of Notes and Covered Bonds under
any applicable risk-based capital or similar rules.
The Notes and Covered Bonds have not been and will not be registered under the United States
Securities Act of 1933, as amended (the Securities Act) and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes and Covered Bonds may not be offered, sold or delivered within
the United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").
SALES TO ONTARIO PERMITTED INVESTORS
The Notes and Covered Bonds may be sold only to purchasers purchasing, or deemed to be
purchasing, as principal that are accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients,
as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes or Covered Bonds must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Base Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
6

the purchaser within the time limit prescribed by the securities legislation of the purchaser's province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
If applicable, pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the
government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting
Conflicts (NI 33-105), the Dealers are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with the offering of any Notes or
Covered Bonds.
PRESENTATION OF INFORMATION
In this Base Prospectus, all references to:
·
U.S. dollars, U.S.$ and $ refer to United States dollars;
·
Sterling and £ refer to pounds sterling; and
·
euro and refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the Treaty on the Functioning of the European
Union, as amended.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of a
law is a reference to that law or provision as extended, amended or re-enacted.
7

CONTENTS
Clause
Page
Overview of the Programme .............................................................................................................................. 9
Risk Factors ...................................................................................................................................................... 17
Documents Incorporated by Reference ............................................................................................................ 51
Form of the Notes ............................................................................................................................................. 54
Form of the Covered Bonds ............................................................................................................................. 56
Applicable Final Terms .................................................................................................................................... 59
Terms and Conditions of the Notes .................................................................................................................. 76
Terms and Conditions of the Covered Bonds ................................................................................................. 118
Use of proceeds .............................................................................................................................................. 145
Description of the Issuer ................................................................................................................................. 146
Covered Bond Act .......................................................................................................................................... 153
Interest Rate Swaps ........................................................................................................................................ 160
Taxation .......................................................................................................................................................... 162
Subscription and Sale ..................................................................................................................................... 164
General Information ....................................................................................................................................... 170

STABILISATION
In connection with the issue of any Tranche of Notes or Covered Bonds, the Dealer or Dealers (if any)
named as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in
the applicable Final Terms may over-allot Notes or Covered Bonds or effect transactions with a view
to supporting the market price of the Notes or Covered Bonds at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant
Tranche of Notes or Covered Bonds is made and, if begun, may cease at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche of Notes or Covered Bonds
and 60 days after the date of the allotment of the relevant Tranche of Notes or Covered Bonds. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or
persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and
rules.
8

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety
by the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes or Covered Bonds, the applicable Final Terms. Words and expressions defined in
"Form of the Notes" and "Form of the Covered Bonds", "Terms and Conditions of the Notes" and
"Terms and Conditions of the Covered Bonds" shall have the same meanings in this Overview.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980 (the Delegated Regulation).

Issuer:
Aktia Bank plc
Issuer Legal Entity Identifier (LEI):
743700GC62JLHFBUND16
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes and Covered Bonds issued
under the Programme. In addition, there are certain factors
which are material for the purpose of assessing the market risks
associated with Notes and Covered Bonds issued under the
Programme and risks relating to the structure of a particular
Series of Notes and Covered Bonds issued under the programme.
All of these are set out under "Risk Factors".
Description:
Euro Medium Term Note and Covered Bond Programme
Arranger:
J.P. Morgan AG
Dealers:
BNP Paribas

BofA Securities Europe SA
Crédit Agricole Corporate and Investment Bank

J.P. Morgan AG

Landesbank Baden-Württemberg

Natixis

Nordea Bank Abp

Nykredit Bank A/S

UniCredit Bank AG

and any other Dealers appointed in accordance with the
Programme Agreement.
9

Certain Restrictions:
Each issue of Notes or Covered Bonds denominated in a
currency in respect of which particular laws, guidelines,
regulations, restrictions or reporting requirements apply will only
be issued in circumstances which comply with such laws,
guidelines, regulations, restrictions or reporting requirements
from time to time (see "Subscription and Sale") including the
following restrictions applicable at the date of this Base
Prospectus.

Notes and Covered Bonds having a maturity of less than one
year

Notes and Covered Bonds having a maturity of less than one year
will, if the proceeds of the issue are accepted in the United
Kingdom, constitute deposits for the purposes of the prohibition
on accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 (FSMA) unless they are issued
to a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent, see
"Subscription and Sale".
Issuing and Principal Paying Agent:
Citibank, N.A., London Branch
Programme Size:
Up to 5,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement)
outstanding at any time. The Issuer may increase the amount of
the Programme in accordance with the terms of the Programme
Agreement.
Distribution:
Notes or Covered Bonds may be distributed by way of private or
public placement and in each case on a syndicated or non-
syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, Notes
and Covered Bonds may be denominated in euro, Sterling, U.S.
dollars, yen and any other currency agreed between the Issuer
and the relevant Dealer.
Maturities:
The Notes and Covered Bonds will have such maturities as may
be agreed between the Issuer and the relevant Dealer, subject to
such minimum or maximum maturities as may be allowed or
required from time to time by the relevant central bank (or
equivalent body) or any laws or regulations applicable to the
Issuer or the relevant Specified Currency.
Extendible Obligation for Covered The applicable Final Terms may also provide that the Issuer's
Bonds:
obligations to pay the Final Redemption Amount of the
applicable Series of Covered Bonds on their Maturity Date shall
be deferred until the Extended Final Maturity Date (as set out in
the applicable Final Terms (the Extended Final Maturity
Date)), provided that any amount representing the amount due
on the Maturity Date as set out in the applicable Final Terms (the
Final Redemption Amount) due and remaining unpaid on the
Maturity Date may be paid by the Issuer on any Interest Payment
10

Document Outline

#17">Strategic risks
#17">The Group's credit risks and increased risk of loan losses
#18">Concentration of credit risks
#18">Growth in the Group's loan stock
#20">The value of Aktia Life Insurances investment portfolio may be adversely affected by market factors such as interest rate volatility or a downturn in equity markets.
#20">Fluctuations in interest rates affect the respective returns and the market values of fixed income investments in the life insurance portfolios. Generally, investment income may decrease during sustained periods of lower interest rates and if the high...
#20">Aktia Life Insurance also invests a portion of its assets in Finnish and international equities, which are generally subject to greater risks and more volatility than fixed-income securities. General economic conditions, stock market conditions and ma...
#20">If the value of Aktia Life Insurances investment portfolios is adversely affected by market factors, such as interest rate volatility and downturn in equity markets, it could have an adverse effect on the Issuers business, financial condition and re...
#20">Failure or inaccuracy in Aktia Life Insurances actuarial assumptions and/or liability valuations could have an adverse effect on the Issuers financial condition and results of operations.
#20">Aktia Life Insurance follows the Directive 2009/138/EC (as amended) and the Commission Delegated Regulation (EU) 2015/35 (as amended) (together, Solvency II), in which the calculation for technical provisions are measured at market value. According to...
#20">Any divergence in persistency rates may have an impact on Aktia Life Insurance. Different persistency rates across certain types or classes of policyholders may have a greater impact than across others. The lapse and persistency rates and future expen...
#20">Should the mortality rate in the portfolio increase, this could lead to adverse results through triggering increased claims and/or increased liability value. Another, and possibly more important, aspect of the development in mortality rates is the ris...
#21">To the extent that actual claims experience is less favourable than the underlying assumptions, or it is necessary to increase provisions in anticipation of a higher rate of future claims, the amount of additional capital required and therefore the am...
#21">The insurance risk associated with the life insurance business is partly managed through reinsurance, the coverage of which may turn out to be insufficient. Reinsurance also involves a risk that the reinsurer is not able to meet its obligations.
#21">Failure or inaccuracy by Aktia Life Insurance in its actuarial assumptions and/or liability valuations could have an adverse effect on the Issuers business, financial condition and results of operations.
#21">Liquidity risk is inherent in the Groups operations.
#23">Changes in the liquidity reserve caused by a realisation of the risks set out above could have a significant adverse effect on the Issuer's business operations, its performance or its financial position.
#23">Changes in capital adequacy
#23">Risks associated with managing derivative positions
#23">The amount of assets under management on which fee income is based may decrease and the pricing of services may need to be revised.
#25">Despite the Issuers security measures and back-up systems, its information technology and infrastructure may be vulnerable to attacks by hackers, computer viruses or malicious code. Various cyber threats have increased in recent years along with the ...
#25">Furthermore, difficulties in renewing, maintaining, upgrading and outsourcing the Issuers IT services could result in increased costs and damage to the Issuers reputation in the eyes of its customers and other third parties, which, in turn, could ha...
#25">The Issuers risk management may not be adequate
- #28">Risks Relating to the Issuers Legal and Regulatory Environment
- #28">The Group is exposed to regulation and oversight risks
#31">Changes in accounting principles, standards and methods
#32">Factors which are material for the purpose of assessing the market risks associated with Notes or Covered Bonds issued under the Programme
- #32">Risks related to the structure of a particular issue of Notes or Covered Bonds
  - #32">Risks applicable to all Notes and/or Covered Bonds
- #36">Risks related to Notes and Covered Bonds generally
  - #37">Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes or Covered Bonds and may be adversely affected if definitive Notes or definitive Covered Bonds are subsequently required to be issued.
  - #37">Capital Adequacy Regulatory Framework
- #39">Risks related to the market generally
  - #39">An active secondary market in respect of the Notes and Covered Bonds may never be established or may be illiquid and this would adversely affect the value at which an investor could sell their Notes and Covered Bonds
  - #39">If an investor holds Notes or Covered Bonds which are not denominated in the investor's home currency, he will be exposed to movements in exchange rates adversely affecting the value of their holding. In addition, the imposition of exchange controls ...
  - #39">The value of Fixed Rate Notes and Fixed Rate Covered Bonds may be adversely affected by movements in market interest rates.
  - #40">Credit ratings assigned to the Issuer or any Notes or Covered Bond may not reflect all the risks associated with an investment in those Notes and Covered Bonds.
  - #43">Additional risks related to Covered Bonds only
  - #43">Competitive threats
  - #44">Liquidity post-bankruptcy
  - #44">No market for collateral after an insolvency
  - #44">Ability of Attorney to declare Covered Bonds due and payable
  - #44">Reliance on Swap Providers
  - #44">Failure to meet cover pool requirements
  - #44">Under the CBA, as long as any Covered Bonds are outstanding, the Issuer must comply with certain matching requirements with respect to the cover pool and the Covered Bonds. If the cover pool does not fulfil the requirements, the Finnish Financial Supe...
  - #44">Credit rating assumptions regarding overcollateralisation
  - #44">Credit ratings in respect of Covered Bonds may, among other factors, be based on assumptions of a certain amount of excess collateral in the cover pool and of a certain creditworthiness of counterparties in swap transactions. Failure to meet these ass...
  - #45">Collection of mortgage loans and default by borrowers
  - #45">Concentration of Location of Properties
  - #45">No due diligence in relation to the qualifying cover assets pool
  - #45">Limited description of the assets in the qualifying cover assets pool
  - #46">No Events of Default
  - #46">CBA insolvency regime untested
  - #46">Extendable obligations under the Covered Bonds
    - #46">Covered Bonds may be affected by action under EUs single resolution mechanism
#63">
#70">
#77">1. Form, Denomination and Title
#78">2. Status of the Notes and subordination
#81">3. Redenomination
#81">4. Interest
- #81">4.1 Interest on Fixed Rate Notes
  - #82">(A) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note; or
  - #82">(B) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
    - #82">(a) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:
    - #82">(i) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equa...
    - #82">(ii) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
    - #82">(A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occ...
    - #82">(B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
    - #83">(b) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such nu...
    - #83">Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, th...
    - #83">sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.
- #83">4.2 Interest on Fixed Reset Notes
  - #83">(a) Accrual of Interest
  - #83">(b) Reset Rate Relevant Screen Page Fallback
  - #85">(c) Reset Reference Rate Conversion
  - #85">(d) Definitions
- #88">4.3 Interest on Floating Rate Notes
  - #88">(a) Interest Payment Dates
    - #88">(i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
    - #88">(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period spe...
      - #88">(A) in any case where Specified Periods are specified in accordance with Condition 4.3(a)(ii)above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant mon...
      - #88">(B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
      - #89">(C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be bro...
      - #89">(D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
        #89">I. a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre (other than TARGET2 S...
        #89">II. if TARGET2 System is specified as an Additional Business Centre in the applicable Final Terms, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open; and
        #89">III. either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign c...
  - #89">(b) Rate of Interest
    - #89">(i) ISDA Determination for Floating Rate Notes
      - #89">(A) the Floating Rate Option is as specified in the applicable Final Terms;
      - #89">(B) the Designated Maturity is a period specified in the applicable Final Terms; and
      - #89">(C) the relevant Reset Date is the day specified in the applicable Final Terms.
    - #90">(ii) Screen Rate Determination for Floating Rate Notes
      - #90">(A) the offered quotation; or
      - #90">(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
  - #91">(c) Minimum Rate of Interest and/or Maximum Rate of Interest
  - #91">(d) Determination of Rate of Interest and calculation of Interest Amounts
    - #91">(A) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note; or
    - #91">(B) in the case of Floating Rate Notes in definitive form, the Calculation Amount;
      - #92">Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.3:
        #92">(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual nu...
        #92">(ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
        #92">(iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
        #92">(iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
        #92">(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
        #92">(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
        #93">(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
  - #93">(e) Linear Interpolation
  - #94">(f) Notification of Rate of Interest and Interest Amounts
  - #94">(g) Certificates to be final
- #94">4.4 Accrual of interest
  - #94">(a) the date on which all amounts due in respect of such Note have been paid; and
  - #94">(b) five days after the date on which the full amount of the moneys payable in respect of such Note has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.
- #95">4.5 Benchmark Discontinuation
  - #95">(a) Independent Adviser
  - #95">(b) Successor Rate or Alternative Rate
  - #95">(c) Adjustment Spread
  - #96">(d) Benchmark Amendments
  - #96">(e) Failure to appoint an Independent Adviser
  - #96">(f) Notices
  - #97">(g) Survival of Original Reference Rate
  - #97">(h) Fallbacks
  - #97">(i) Definitions
#99">5. Payments
- #99">5.1 Method of payment
  - #99">(a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with a bank in the principal financial centre of the country of such Specified Currency (w...
  - #99">(b) payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee.
- #99">5.2 Presentation of definitive Notes and Coupons
- #100">5.3 Payments in respect of Global Notes
- #100">5.4 General provisions applicable to payments
  - #101">(a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of th...
  - #101">(b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal an...
  - #101">(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
- #101">5.5 Payment Day
  - #101">(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
    - #101">(i) in the case of Notes in definitive form only, the relevant place of presentation;
    - #101">(ii) each Additional Financial Centre (other than TARGET2 System) specified in the applicable Final Terms;
  - #101">(b) if TARGET2 System is specified as an Additional Financial Centre in the applicable Final Terms, a day on which the TARGET2 System is open; and
  - #101">(c) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu...
- #101">5.6 Interpretation of principal and interest
  - #101">(a) any additional amounts which may be payable with respect to principal under Condition 7;
  - #101">(b) the Final Redemption Amount of the Notes;
  - #101">(c) the Early Redemption Amount of the Notes;
  - #102">(d) the Optional Redemption Amount(s) (if any) of the Notes; and
  - #102">(e) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
#102">6. REDEMPTION AND PURCHASE
- #102">6.1 Redemption at maturity
- #102">6.2 Redemption for tax reasons
  - #102">(a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of a Tax Juri...
  - #102">(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
- #102">6.3 Redemption at the option of the Issuer (Issuer Call)
- #103">6.4 Redemption at the option of the Noteholders (Investor Put)
- #103">6.5 Redemption at the option of the Issuer in the case of a Capital Event
- #104">6.6 Redemption at the option of the Issuer in the case of an MREL Disqualification Event
- #105">6.7 Early Redemption Amounts
  - #105">(a) in the case of a Note with a Final Redemption Amount equal to the Issue Price of the first Tranche of the Series, at the Final Redemption Amount thereof;
  - #105">(b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price of the first Tranche of the Series, at the amount specified in the applicable Final Terms or, if no such a...
  - #105">(c) in the case of a Zero Coupon Note, at an Early Redemption Amount calculated in accordance with the following formula:
- #106">6.8 Purchases
- #106">6.9 Cancellation
- #106">6.10 Late payment on Zero Coupon Notes
  - #106">(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
  - #106">(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Agent and notice to that effect has been given to the Noteholders in accordance with Condition 13.
- #106">6.11 Restrictions of Early Redemption, Purchase or Substitution or Variation of Senior Preferred MREL Eligible Notes, Senior Non-Preferred Notes and Subordinated Notes
- #107">6.12 Substitution or Variation of a Senior Preferred MREL Eligible Note, a Senior Non-Preferred Note or a Subordinated Note
#108">7. Taxation
- #108">7.1 Withholding or Deduction
- #108">All payments of principal and interest in respect of the Notes and Coupons by or on behalf of the Issuer will be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by o...
  - #108">(a) presented for payment in Finland; or
  - #108">(b) the holder of which is liable for such taxes or duties in respect of such Note or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Note or Coupon; or
  - #108">(c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that...
    - #109">(i) Tax Jurisdiction means Finland or any political subdivision or any authority thereof or therein having power to tax; and
    - #109">(ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of s...
- #109">7.2 Senior Non-Preferred Notes and Subordinated Notes
- #109">This Condition 7.2 shall only apply to Senior Non-Preferred Notes and Subordinated Notes.
- #109">Notwithstanding Condition 7.1, any obligation to pay additional amounts provided for in Condition 7.1 will be limited to payments of interest (and not, for the avoidance of doubt, to payment of principal) in respect of Senior Non-Preferred Notes or Su...
#109">8. Prescription
#109">9. Events of Default
- #109">9.1 Events of Default relating to Senior Preferred Notes other than Senior Preferred MREL Eligible Notes
  - #109">(a) if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 7 days in the case of principal and 14 days in the case of interest; or
  - #109">(b) if the Issuer fails to perform or observe any of its other obligations under the Conditions and (except in any case where the failure is incapable of remedy when no such continuation or notice as is hereinafter mentioned will be required) the fail...
  - #109">(c) if (i) any Indebtedness for Borrowed Money (as defined below) of the Issuer or any of its Subsidiaries becomes due and repayable prematurely by reason of an event of default (however described); (ii) the Issuer or any of its Subsidiaries fails to ...
  - #110">(d) subject to Condition 9.3 below, if any order is made by any competent court or resolution passed for the winding up or dissolution of the Issuer or any of its Subsidiaries, save for the purposes of reorganisation on terms previously approved by an...
  - #110">(e) subject to Condition 9.3 below, if the Issuer and/or any of its Subsidiaries ceases or threatens to cease to carry on the whole or any part of its business that represents the whole or a substantial part of the business of the Issuer and its Subsi...
  - #110">(f) if (A) proceedings are initiated against the Issuer or any of its Subsidiaries under any applicable liquidation, insolvency, composition, reorganisation or other similar laws, or an application is made (or documents filed with a court) for the app...
  - #110">(g) if the Issuer or any of its Subsidiaries initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or ...
- #111">9.2 Events of Default relating to Senior Preferred MREL Eligible Notes, Senior Non-Preferred Notes and Subordinated Notes
  - #111">(a) This Condition 9.2 applies only in the case of Notes specified in the applicable Final Terms as being Senior Preferred MREL Eligible Notes, Senior Non-Preferred Notes or Subordinated Notes, and references to Notes in this Condition 9.2 shall be co...
  - #111">The following shall be events of default (each an Event of Default) in relation to the Notes:
    - #111">(i) if default is made in the payment of any principal or interest due in respect of the Notes or any of them and the default continues for a period of 7 days in the case of principal and 14 days in the case of interest; or
    - #111">(ii) subject to Condition 9.3 below, if an order is made or an effective resolution is passed for the winding up or liquidation of the Issuer or the Issuer is otherwise declared bankrupt or put into liquidation, in each case by a court or agency or su...
  - #111">If any Event of Default shall have occurred under this Condition 9.2(a), any holder of a Note may, to the extent permitted by applicable law,
    - #111">(A) (in the case of (i) above), institute such steps, including the obtaining of a judgment against the Issuer for any amount due in respect of the relevant Notes, as it thinks desirable with a view to having the Issuer declared bankrupt or put into l...
    - #111">(B) (in the case of (ii) above), prove or claim in the bankruptcy or liquidation of the Issuer, whether in the Republic of Finland or elsewhere and instituted by the Issuer itself or by a third party,
  - #111">but (in either case) any holder of a Note may claim payment in respect of the Note only in the bankruptcy or liquidation of the Issuer.
  - #111">(b) In any of the events or circumstances described in 9.2(a)(ii) above, any holder of a Note may give notice in writing to the Issuer that such Note is, and such Note shall thereupon immediately become, due and repayable at its Early Redemption Amoun...
  - #111">(c) Any holder of a Note may at its discretion institute such proceedings against the Issuer as it may think fit to enforce any obligation, condition, undertaking or provision binding on the Issuer under the Notes (other than, without prejudice to Con...
  - #112">(d) No remedy against the Issuer, other than as provided in Condition 9.2(a), 9.2(b) and 9.2(c) above or proving or claiming in the bankruptcy or liquidation of the Issuer in the Republic of Finland or elsewhere, shall be available to the holders of N...
- #112">9.3 Consolidation, Merger and Sale of Assets
- #112">9.4 Definitions
  - #112">Subsidiary means any entity which is a subsidiary within the meaning of Section 1159 of the Companies Act 2006.
  - #112">Indebtedness for Borrowed Money means any indebtedness (whether being principal, premium, interest or other amounts) for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other securities or any borrowed money or any liabi...
#112">10. Replacement of Notes, Coupons and Talons
#112">11. Paying Agents
- #112">(a) there will at all times be an Agent;
- #112">(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the re...
- #112">(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
#113">12. Exchange of Talons
#113">13. Notices
#114">14. Meetings of Noteholders and Modification
#114">15. Further Issues
#114">16. Contracts (Rights of Third Parties) Act 1999
#115">17. Governing Law and Submission to Jurisdiction
- #115">17.1 Governing law
- #115">17.2 Submission to jurisdiction
  - #115">(a) Subject to Condition 17.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Notes and/or the Coupons, including any dispute as to their existence, validity, interpretation, perf...
  - #115">(b) For the purposes of this Condition 17.2, each of the Issuer and any Noteholders or Couponholders in relation to any Dispute waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle an...
  - #115">(c) This Condition 17.2(c) is for the benefit of the Noteholders and the Couponholders only. To the extent allowed by law, the Noteholders and the Couponholders may in respect of any Dispute or Disputes, take (i) proceedings in any other court with j...
- #115">17.3 Appointment of Process Agent
- #115">17.4 Finnish Statutory Loss Absorption Powers
  - #116">(i) the reduction of all, or a portion, of the Relevant Amounts in respect of the Notes (which may be a reduction to nil);
  - #116">(ii) the conversion of all, or a portion, of the Relevant Amounts in respect of the Notes into shares, other securities or other obligations of the Issuer or another person, and the issue to or conferral on the Noteholder of such shares, securities or...
  - #116">(iii) the cancellation of the Notes or the Relevant Amounts in respect of the Notes; and
  - #116">(iv) the amendment or alteration of the term of the Notes or the amendment of the amount of interest payable on the Notes (if any), or the date on which interest becomes payable, including by suspending payment for a temporary period; and
- #117">17.5 Other documents
#119">1. FORM, DENOMINATION AND TITLE
#120">2. STATUS OF THE COVERED BONDS and OVERCOLLATERALISATION
- #120">2.1 Status of the Covered Bonds
- #120">2.2 Minimum Overcollateralisation Level
  - #121">(i) the loan is a housing loan as defined in section 2, subsection 2a of the CBA;
  - #121">(ii) the loan is granted in Finland;
  - #121">(iii) the residential property securing the loan shall be fire insured;
  - #121">(iv) the loan is granted to one or more private individuals or to a housing company as referred to in the Act on Housing Companies (1599/2009);
  - #121">(v) the borrowers' income is verified prior to granting the loan; and
  - #121">(vi) the borrower has no public payment defaults registered in the register generally used by Finnish mortgage lenders for credit information.
#121">3. REDENOMINATION
#121">4. INTEREST
- #121">4.1 Interest on Fixed Rate Covered Bonds
  - #121">(i) in the case of Fixed Rate Covered Bonds which are represented by a Global Covered Bond, the aggregate outstanding nominal amount of the Fixed Rate Covered Bonds represented by such Global Covered Bond; or
  - #122">(ii) in the case of Fixed Rate Covered Bonds in definitive form, the Calculation Amount;
    - #122">Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.1:
      - #122">(a) if "Actual/Actual (ICMA)" is specified in the applicable Final Terms:
      - #122">(i) in the case of Covered Bonds where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period)...
      - #122">(ii) in the case of Covered Bonds where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
      - #122">(A) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occ...
      - #122">(B) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
      - #122">(b) if "30/360" is specified in the applicable Final Terms, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such nu...
    - #122">Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, th...
    - #123">sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.
- #123">4.2 Interest on Floating Rate Covered Bonds
  - #123">(a) Interest Payment Dates
    - #123">(i) the Specified Interest Payment Date(s) in each year specified in the applicable Final Terms; or
    - #123">(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Final Terms, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls on the number of months or other period ...
      - #123">(A) in any case where Specified Periods are specified in accordance with Condition 4.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant mo...
      - #123">(B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
      - #123">(C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be bro...
      - #123">(D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
    - #124">(i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and any Additional Business Centre (other than TARGET2 S...
    - #124">(ii) if TARGET2 System is specified as an Additional Business Centre in the applicable Final Terms, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open; and
    - #124">(iii) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign ...
  - #124">(b) Rate of Interest
    - #124">(i) ISDA Determination for Floating Rate Covered Bonds
      - #124">(A) the Floating Rate Option is as specified in the applicable Final Terms;
      - #124">(B) the Designated Maturity is a period specified in the applicable Final Terms; and
      - #124">(C) the relevant Reset Date is the day specified in the applicable Final Terms.
    - #124">(ii) Screen Rate Determination for Floating Rate Covered Bonds
      - #125">(A) the offered quotation; or
      - #125">(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
  - #126">(c) Minimum Rate of Interest and/or Maximum Rate of Interest
  - #126">(d) Determination of Rate of Interest and calculation of Interest Amounts
    - #126">(A) in the case of Floating Rate Covered Bonds which are represented by a Global Covered Bond, the aggregate outstanding nominal amount of the Covered Bonds represented by such Global Covered Bond; or
    - #126">(B) in the case of Floating Rate Covered Bonds in definitive form, the Calculation Amount;
      - #127">Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 4.2:
        #127">(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual nu...
        #127">(ii) if "Actual/365 (Fixed)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365;
        #127">(iii) if "Actual/365 (Sterling)" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
        #127">(iv) if "Actual/360" is specified in the applicable Final Terms, the actual number of days in the Interest Period divided by 360;
        #127">(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
        #127">(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
        #128">(vii) if "30E/360 (ISDA)" is specified in the applicable Final Terms, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
  - #128">(e) Linear Interpolation
  - #129">(f) Notification of Rate of Interest and Interest Amounts
  - #129">(g) Certificates to be final
  - #129">(h) Accrual of interest
    - #129">(i) the date on which all amounts due in respect of such Covered Bond have been paid; and
    - #129">(ii) five days after the date on which the full amount of the moneys payable in respect of such Covered Bond has been received by the Agent and notice to that effect has been given to the Covered Bondholders in accordance with Condition 12.
- #129">4.3 Benchmark Discontinuation
  - #130">(a) Independent Adviser
  - #130">(b) Successor Rate or Alternative Rate
  - #130">(c) Adjustment Spread
  - #130">(d) Benchmark Amendments
  - #131">(e) Failure to appoint an Independent Adviser
  - #131">(f) Notices
  - #131">(g) Survival of Original Reference Rate
  - #131">(h) Fallbacks
  - #132">(i) Definitions
#133">5. PAYMENTS
- #133">5.1 Method of payment
  - #133">(a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with a bank in the principal financial centre of the country of such Specified Currency (w...
  - #134">(b) payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee.
- #134">5.2 Presentation of definitive Covered Bonds and Coupons
- #135">5.3 Payments in respect of Global Covered Bonds
- #135">5.4 General provisions applicable to payments
  - #135">(a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of th...
  - #135">(b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal an...
  - #135">(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer, adverse tax consequences to the Issuer.
- #135">5.5 Payment Day
  - #135">(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
    - #135">(i) in the case of Covered Bonds in definitive form only, the relevant place of presentation; and
    - #135">(ii) each Additional Financial Centre (other than TARGET2 System) specified in the applicable Final Terms;
  - #136">(b) if TARGET2 System is specified as an Additional Financial Centre in the applicable Final Terms, a day on which the TARGET2 System is open; and
  - #136">(c) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign cu...
- #136">5.6 Interpretation of principal and interest
  - #136">(a) any additional amounts which may be payable with respect to principal under Condition 7;
  - #136">(b) the Final Redemption Amount of the Covered Bonds;
  - #136">(c) the Early Redemption Amount of the Covered Bonds;
  - #136">(d) the Optional Redemption Amount(s) (if any) of the Covered Bonds; and
  - #136">(e) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Covered Bonds.
#136">6. REDEMPTION AND PURCHASE
- #136">6.1 Redemption at maturity
- #137">6.2 Redemption for tax reasons
  - #137">(a) on the occasion of the next payment due under the Covered Bonds, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 7 as a result of any change in, or amendment to, the laws or regulations of a ...
  - #137">(b) such obligation cannot be avoided by the Issuer taking reasonable measures available to it,
- #137">6.3 Redemption at the option of the Issuer (Issuer Call)
- #138">6.4 Redemption at the option of the Covered Bondholders (Investor Put)
- #138">6.5 Early Redemption Amounts
  - #138">(a) in the case of a Covered Bond with a Final Redemption Amount equal to the Issue Price of the first Tranche of the Series, at the Final Redemption Amount thereof;
  - #138">(b) in the case of a Covered Bond (other than a Zero Coupon Covered Bond) with a Final Redemption Amount which is or may be less or greater than the Issue Price of the first Tranche of the Series, at the amount specified in the applicable Final Terms ...
  - #138">(c) in the case of a Zero Coupon Covered Bond, at an Early Redemption Amount calculated in accordance with the following formula:
- #139">6.6 Purchases
- #139">6.7 Cancellation
- #139">6.8 Late payment on Zero Coupon Covered Bonds
  - #139">(a) the date on which all amounts due in respect of such Zero Coupon Covered Bond have been paid; and
  - #139">(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Covered Bonds has been received by the Agent and notice to that effect has been given to the Covered Bondholders in accordance with Condition 12.
#140">7. TAXATION
- #140">(a) presented for payment in Finland; or
- #140">(b) the holder of which is liable for such taxes or duties in respect of such Covered Bond or Coupon by reason of the holder having some connection with a Tax Jurisdiction other than the mere holding of such Covered Bond or Coupon; or
- #140">(c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth day assuming that...
  - #140">(i) Tax Jurisdiction means Finland or any political subdivision or any authority thereof or therein having power to tax; and
  - #140">(ii) the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Agent on or prior to such due date, it means the date on which, the full amount of s...
#140">8. PRESCRIPTION
#140">9. REPLACEMENT OF COVERED BONDS, COUPONS AND TALONS
#141">10. PAYING AGENTS
- #141">(a) there will at all times be an Agent;
- #141">(b) so long as the Covered Bonds are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations o...
- #141">(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer is incorporated.
#141">11. EXCHANGE OF TALONS
#141">12. NOTICES
#142">13. MEETINGS OF Covered BondHOLDERS AND MODIFICATION
#143">14. FURTHER ISSUES
#143">15. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
#143">16. GOVERNING LAW AND SUBMISSION TO JURISDICTION
- #143">16.1 Governing law
- #143">16.2 Submission to jurisdiction
  - #143">(a) Subject to Condition 16.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Covered Bonds and/or the Coupons, including any dispute as to their existence, validity, interpretati...
  - #143">(b) For the purposes of this Condition 16.2, each of the Issuer and any Covered Bondholders or Couponholders in relation to any Dispute waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to s...
  - #143">(c) This Condition 16.2(c) is for the benefit of the Covered Bondholders and the Couponholders only. To the extent allowed by law, the Covered Bondholders and the Couponholders may in respect of any Dispute or Disputes, take (i) proceedings in any ot...
- #144">16.3 Appointment of Process Agent
- #144">16.4 Other documents
- #147">Business Overview
- #153">General
- #153">Supervision
- #153">The FSA is responsible for supervising each issuer's compliance with the CBA and may issue regulations for risk management and internal control in respect of mortgage credit business operations. If an issuer does not comply with the provisions of the...
- #153">Authorisation
- #153">Register of covered notes
- #154">Eligible cover pool assets
  - #154">Mortgage loans are housing loans or commercial property loans.
- #155">Quality of the cover pool assets
  - #155">Mortgage lending limit and valuation
  - #155">Requirements for matching cover
  - #155">Requirements relating to liquidity
  - #155">Determination of requirements under Sections 16 and 17 of the CBA
  - #156">Supplementary Collateral
- #156">Intermediary loans
- #156">Derivatives
- #156">Set-off
- #156">Prohibition on transfers, pledges, execution and precautionary measures
- #157">Preferential right in the event of liquidation or bankruptcy
- #157">Management of cover pool assets during the liquidation or bankruptcy of the issuer
- #158">Management of cover pool assets upon the liquidation or bankruptcy of the debtor of an intermediary loan
- #164">United States
- #165">United Kingdom
  - #166">(a) the expression retail investor means a person who is one (or more) of the following:
    - #166">(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or
    - #166">(ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2...
    - #166">(iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and
  - #166">(b) the expression an offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes or Covered Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the...
  - #166">(a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation;
  - #166">(b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the relevant Dealer or Dealers nominate...
  - #166">(c) at any time in any other circumstances falling within section 86 of the FSMA,
- #167">Japan
- #167">Finland
- #169">Switzerland
- #169">General
- #170">Authorisation
- #170">Listing, approval and admission to trading of Notes
- #170">Documents Available
- #170">Clearing Systems
- #170">Conditions for determining price
- #171">Yield
- #171">Significant or Material Change
- #171">Litigation
- #171">Auditors
- #171">Dealers transacting with the Issuer