Obbligazione Volksbank 0% ( XS1734547919 ) in EUR

Volksbank

100 EUR ⇌

Germania

XS1734547919 ( in EUR )

15/06/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione Volkswagen Bank XS1734547919 in EUR 0%, scaduta

100 000 EUR

750 000 000 EUR

Volkswagen Bank è una banca specializzata nel finanziamento di veicoli Volkswagen e di altri marchi del Gruppo Volkswagen, offrendo servizi di finanziamento, leasing e assicurazioni auto.

The Obbligazione issued by Volksbank ( Germany ) , in EUR, with the ISIN code XS1734547919, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 15/06/2021

Dated 15 September 2022

This document constitutes the base prospectus for the purposes of Article 8(1) of the Regulation (EU) 2017/1129
of the European Parliament and the Council of 14 June 2017, as amended (the "Prospectus Regulation") of
Volkswagen Bank GmbH (the "Prospectus").

VOLKSWAGEN BANK Gesellschaft mit beschränkter Haftung
Braunschweig, Federal Republic of Germany

Issuer

EUR 10,000,000,000
Debt Issuance Programme

(the "Programme")

Arranger

UNICREDIT BANK

Dealers

BBVA
BARCLAYS

BNP PARIBAS
BOFA SECURITIES
CITIGROUP
COMMERZBANK
CRÉDIT AGRICOLE CIB
DANSKE BANK
DEUTSCHE BANK

HSBC
J.P. MORGAN
LANDESBANK BADEN-
LLOYDS BANK CORPORATE
WÜRTTEMBERG
MARKETS
WERTPAPIERHANDELSBANK
MUFG
MIZUHO
NATWEST MARKETS
RBC CAPITAL MARKETS
SANTANDER CORPORATE &
SEB
INVESTMENT BANKING
SMBC
SOCIÉTÉ GÉNÉRALE
UNICREDIT
CORPORATE & INVESTMENT
BANKING

Issuing Agent

CITIBANK, N.A.

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Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the
"Commission" or the "CSSF"), in its capacity as the competent authority under the Prospectus Regulation
and the Luxembourg act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019
relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, the
"Luxembourg Law").
The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not
be considered as an endorsement of the economic and financial soundness of the operation or the
quality and solvency of the Issuer or of the quality of the Notes that are the subject of this Prospectus
pursuant to Article 6 (4) of the Luxembourg Law. Investors should make their own assessment as to
the suitability of investing in the Notes.

Application has been made to the Luxembourg Stock Exchange for notes (the "Notes") issued under this
Programme to be admitted to trading on the regulated market of the Luxembourg Stock Exchange (as defined below)
and to be listed on the official list of the Luxembourg Stock Exchange. Notes issued under the Programme may
also be listed and traded on an alternative stock exchange or may not be listed at al .

The Issuer has requested the Commission to provide the competent authorities in the Federal Republic of Germany,
the Netherlands, the Republic of Ireland, and the Republic of Austria with a certificate of approval attesting that the
Prospectus has been drawn up in accordance with the Prospectus Regulation ("Notification"). The Issuer may
request the Commission to provide competent authorities in additional Member States within the European
Economic Area with a Notification.

This Prospectus and any supplement thereto and documents incorporated by reference wil be published in
electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and this Prospectus and any
supplement thereto will also be published in electronic form on the website of Volkswagen Financial Services
(www.vwfs.com). Potential investors should be aware that any website referred to in this document does not form
part of this Prospectus and has not been scrutinised or approved by the CSSF.

This Prospectus is valid for a period of twelve months after its approval. The validity ends upon expiration
of 15 September 2023. There is no obligation to supplement the Prospectus in the event of significant new
factors, material mistakes or material inaccuracies when the Prospectus is no longer valid.

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Important Notice

This Prospectus should be read and understood in conjunction with any supplement thereto and with any other
document incorporated herein by reference. Ful information on Volkswagen Bank and any Tranche of Notes is only
available on the basis of the combination of the Prospectus and the relevant final terms (the "Final Terms").

The Issuer has confirmed to the Dealers (as defined herein) that this Prospectus contains al information with regard
to Volkswagen Bank and the Notes which is material in the context of the Programme and the issue and offering of
Notes thereunder; that the information contained in the Prospectus is accurate and complete in al material respects
and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable
assumptions; that there are no other facts with respect to the Issuer or the Notes, the omission of which would make
the Prospectus as a whole or any statement, whether fact or opinion, in this Prospectus misleading in any material
respect; and that al reasonable enquiries have been made to ascertain al facts and to verify the accuracy of al
statements contained herein.

No person has been authorised to give any information which is not contained in or not consistent with this
Prospectus or any other information supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorised by or on behalf of the Issuer or any of the Dealers.

This Prospectus is valid for twelve months fol owing its date of approval and this Prospectus and any supplement
hereto as well as any Final Terms reflect the status as of their respective dates of issue. Notwithstanding that the
Issuer may be required to provide a supplement pursuant to Article 23 of the Prospectus Regulation, the delivery
of this Prospectus or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an
implication that the information contained in such documents is accurate and complete subsequent to their
respective dates of issue or that there has been no adverse change in the financial situation of the Issuer since
such date or that any other information supplied in connection with the Programme is accurate at any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the
same.

The Issuer has undertaken with the Dealers to supplement this Prospectus or publish a new Prospectus in the event
of any significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus
which is capable of affecting the assessment of the Notes and which arises or is noted between the time when this
Prospectus has been approved and the final closing of any Tranche of Notes offered to the public or, as the case
may be, when trading of any Tranche of Notes on a regulated market begins.

Neither the arranger as set forth on the cover page (the "Arranger") nor any Dealer nor any other person mentioned
in this Prospectus, excluding the Issuer, is responsible for the information contained in this Prospectus or any
supplement hereto, or any Final Terms or any other document incorporated herein by reference, and accordingly,
and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility
for the accuracy and completeness of the information contained in any of these documents.

None of the Arranger or the Dealers makes any representation as to the suitability of any Notes to fulfil
environmental, sustainability, social and/or other criteria required by prospective investors.

The distribution of this Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Prospectus or any Final Terms come
are required to inform themselves about and observe any such restrictions. For a description of the restrictions
applicable in the United States of America, the European Economic Area, the United Kingdom and the Republic of
Austria see "Subscription and Sale". In particular, the Notes have not been and wil not be registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), and are subject to tax law requirements
of the United States of America; subject to certain exceptions, Notes may not be offered, sold or delivered within
the United States of America or to, or for the account or benefit of, U. S. persons. This Prospectus may only be
communicated or caused to be communicated in circumstances in which Section 21(1) of the Financial Services
and Markets Act 2000 ("FSMA") does not apply. If a jurisdiction requires that the offering be made by a licensed
broker or dealer and the Dealers or any parent company or affiliate of the Dealers is a licensed broker or dealer in
that jurisdiction, the offering shal be deemed to be made by the Dealers or such parent company or affiliate in such
jurisdiction.

The language of the Prospectus is English. Where parts of the Prospectus are drafted in a bilingual format reflecting
both an English language version and a German language version the English language version shal be the
control ing language for reading and construing the contents of the Prospectus, provided that certain parts of the
Prospectus reflect documents which have been, or wil be, executed as separate documents with the German
language version being control ing and binding. Consequently, in respect of the issue of any Tranche of Notes under
the Programme, the German language version of the Terms and Conditions may be control ing and binding if so
specified in the relevant Final Terms.

This Prospectus may only be used for the purpose for which it has been published.

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This Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by anyone
in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is
unlawful to make such an offer or solicitation.
This Prospectus, any supplements thereto and any Final Terms do not constitute an offer or an invitation
to subscribe for or purchase any of the Notes.
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any)
named as stabilisation manager(s) in the applicable Final Terms (or persons acting on behalf of any
stabilisation manager(s)) may over-allot Notes or effect transactions with a view to supporting the market
price of the Notes at a higher level 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 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 and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action
or over-allotment must be conducted by the relevant stabilisation manager(s) (or person(s) acting on behalf
of any stabilisation manager(s)) in accordance with all applicable laws and rules.

EU Benchmarks Regulation: Article 29 (2) statement on benchmarks

Amounts payable under the Notes may be calculated by reference to EURIBOR, which is provided by European
Money Markets Institute ("EMMI"), Sterling Overnight Index Average ("SONIA") which is provided by the Bank of
England, Euro short term rate ("STR") which is provided by the European Central Bank, Swedish Krona short term
rate ("SWESTR") which is provided by the Sveriges Riksbank and the Secured Overnight Financing Rate ("SOFR")
which is provided by the Federal Reserve Bank of New York or any other benchmark in each case as specified in
the Final Terms. As at the date of this Prospectus, only EMMI appears on the register of administrators and
benchmarks established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to
Article 36 of the Benchmarks Regulation (Regulation (EU) 2016/1011). As central banks, the European Central
Bank, the Sveriges Riksbank, the Bank of England and the Federal Reserve Bank of New York are not subject to
the Benchmarks Regulation.

Product Governance

The Final Terms in respect of any Notes may include a legend entitled "MiFID II 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, sel ing or recommending the Notes (a "Distributor") should take
into consideration the target market assessment; however, a Distributor subject to the MiFID Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
The Final Terms in respect of any Notes 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, sel ing or recommending the Notes (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 (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 MiFID Product
Governance Rules and/or the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a
manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective
affiliates wil be a manufacturer for the purpose of the MiFID Product Governance Rules and/or the UK MiFIR
Product Governance Rules.

Notification under Section 309B of the Securities and Futures Act 2001 of Singapore

In connection with Section 309B of the Securities and Futures Act 2001 of Singapore as modified or amended from
time to time including by any subsidiary legislation as may be applicable at the relevant time (together, the SFA),
unless otherwise specified before an offer of Notes, each Issuer has determined, and hereby notifies al relevant
persons (as defined in Section 309(A)(1) of the "SFA"), that the Notes are 'prescribed capital markets products' (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and 'Excluded Investment
Products' (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-
N16: Notice on Recommendations on Investment Products).

In this Prospectus, al references to "EUR" are to the euro, the single currency of the member states participating
in the European Monetary Union, to "GBP" are to British pounds sterling, the official currency of the United Kingdom,

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to "USD" are to U.S. dol ar, the official currency of the United States of America, to "YEN" are to Japanese yen, the
official currency of Japan and to "TRY" are to Turkish Lira, the official currency of Turkey and the Turkish Republic
of Northern Cyprus.

Information relating to the diesel issue described herein with regards to Volkswagen Aktiengesel schaft
("Volkswagen AG"), together with its direct and indirect subsidiaries and joint ventures (the "Volkswagen Group"
or "Volkswagen") is based on public information and is subject to change. The Issuer has not independently verified
any such information.

Notice to Investors resident in Non-Cooperative Tax Jurisdictions

Any Notes to be issued under the Programme may not be offered, sold or distributed nor may any subsequent
resale of Notes be made to any person resident in any Non-Cooperative Jurisdiction (as defined in the subsection
"Subscription and Sale Prohibition of Sales into Non-Cooperative Tax Jurisdictions" (currently including American
Samoa, Fiji, Guam, Palau, Panama, Samoa, Trinidad and Tobago, Vanuatu and the U.S. Virgin Islands)). In case
Notes are nevertheless held by an investor resident in a Non-Cooperative Jurisdiction, the Issuer may be obliged
to effect a withholding tax deduction in connection with payments it makes under such Notes (and will not be obliged
to make a gross-up payment).

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Table of Contents
Page

General Description of the Programme ............................................................................................... 8
Risk Factors ..........................................................................................................................................11
Risk Factors regarding Volkswagen Bank GmbH ..................................................................11
Financial and business related risks .............................................................................11
Captive related risks ........................................................................................................20
Legal risks ........................................................................................................................24
Risks related to strategic direction ................................................................................26
Economic dependencies .................................................................................................28
Regulatory risks ...............................................................................................................29
Insurance risks .................................................................................................................34
Risk Factors regarding the Notes .............................................................................................35
Risks related to the payout of the Notes .......................................................................35
Risks related to the status of the Notes ........................................................................36
Risks related to an early termination .............................................................................39
Risks related to reference rates .....................................................................................39
Risks related to the investment in the Notes ................................................................42
Risks related to tax matters ............................................................................................45
Volkswagen Bank GmbH .....................................................................................................................46
Description of the Notes ......................................................................................................................54
ENGLISH LANGUAGE TERMS AND CONDITIONS ............................................................................59
Option I. Terms and Conditions for Notes with fixed interest rates .....................................59
Option II. Terms and Conditions for Notes with floating interest rates ................................79
Option III. Terms and Conditions for Notes with fixed to floating interest rates ...............114
Option IV. Terms and Conditions for Subordinated Notes with fixed to fixed reset rate .151
DEUTSCHE FASSUNG DER ANLEIHEBEDINGUNGEN ..................................................................169
Option I. Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ..........169
Option II. Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ....192
Option III. Anleihebedingungen für Schuldverschreibungen mit fester zu variabler
Verzinsung ................................................................................................................................232
Option IV. Anleihebedingungen für Nachrangige Schuldverschreibungen mit fester zu
fester Reset-Verzinsung ..........................................................................................................275
FORM OF FINAL TERMS ....................................................................................................................297
Part I.: CONDITIONS.................................................................................................................300
Teil I.: BEDINGUNGEN .............................................................................................................300
[Option I. Notes with fixed interest rates ...............................................................................301
Option I. Schuldverschreibungen mit fester Verzinsung .....................................................301
[Option II. Notes with floating interest rates .........................................................................307
Option II. Schuldverschreibungen mit variabler Verzinsung ..............................................307
[Option III. Notes with fixed to floating interest rates ...........................................................314
Option III. Schuldverschreibungen mit fester zu variabler Verzinsung ..............................314
[Option IV. Subordinated Notes with fixed to fixed reset rates ...........................................322
Option IV. Nachrangige Schuldverschreibungen mit fester zu fester Reset-Verzinsung 322
Part II.: OTHER INFORMATION ...............................................................................................328
Teil II.: WEITERE INFORMATIONEN .......................................................................................328
Use of Proceeds .................................................................................................................................337
Taxation ...............................................................................................................................................338
Subscription and Sale ........................................................................................................................339

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General Information ...........................................................................................................................345
1. Responsibility Statement ....................................................................................................345
2. Listing and Admission to Trading ......................................................................................345
3. Consent to use Prospectus .................................................................................................345
4. Authorisations ......................................................................................................................345
5. Interests of Natural and Legal Persons involved in the Issue/Offer ...............................345
6. Publication of the Prospectus ............................................................................................346
7. Documents on Display ........................................................................................................346
8. Clearing Systems .................................................................................................................346
9. Ratings ..................................................................................................................................346
10. Third party information ......................................................................................................347
11. Alternative Performance Measures ..................................................................................347
Documents Incorporated by Reference ...........................................................................................349
Address List ........................................................................................................................................352

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General Description of the Programme

1. General Information

Under this EUR 10,000,000,000 Debt Issuance Programme, Volkswagen Bank Gesel schaft mit beschränkter
Haftung (the "Issuer" or "Volkswagen Bank" or "Volkswagen Bank GmbH") may from time to time issue Notes
to one or more of the fol owing Dealers: Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Barclays
Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Europe AG, Commerzbank
Aktiengesel schaft, Crédit Agricole Corporate and Investment Bank, Danske Bank A/S, Deutsche Bank
Aktiengesel schaft, Mizuho Securities Europe GmbH, HSBC Continental Europe, J.P. Morgan SE, Landesbank
Baden-Württemberg, Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH, MUFG Securities (Europe)
N.V., NatWest Markets N.V., RBC Capital Markets (Europe GmbH), Skandinaviska Enskilda Banken AB (publ),
SMBC Bank EU AG, Société Générale , UniCredit Bank AG or any additional Dealer appointed under the
Programme from time to time by Volkswagen Bank (each a "Dealer" and together the "Dealers"), which
appointment may be for a specific issue or on an ongoing basis.

The maximum aggregate principal amount of the Notes at any one time outstanding under the Programme wil not
exceed EUR 10,000,000,000 (or its equivalent in any other currency). Volkswagen Bank may increase the amount
of the Programme in accordance with the terms of the Dealer Agreement (as defined herein) from time to time.

The Notes may be issued on a continuing basis to one or more of the Dealers. Notes may be distributed by way of
public offer or private placements and, in each case, on a syndicated or non-syndicated basis. The method of
distribution of each Tranche wil be stated in the relevant Final Terms. The Notes may be offered to qualified and
non-qualified investors, unless the applicable Final Terms include a legend entitled "PROHIBITION OF SALES TO
EEA RETAIL INVESTORS" and/or "PROHIBITION OF SALES TO UK RETAIL INVESTORS".

Each issue of Notes shal be made in series with a minimum aggregate principal amount of EUR 5,000,000 (or its
equivalent in any other currencies) or such smal er amount as agreed from time to time between Volkswagen Bank
and the respective Dealer for any individual series.

Notes will be issued in tranches (each a "Tranche"), each Tranche consisting of Notes which are identical in al
respects. One or more Tranches, which are expressed to be consolidated and forming a single series and being
identical in al respects, but may have different issue dates, interest commencement dates, issue prices and dates
for first interest payments may form a series (each a "Series") of Notes. Further Notes may be issued as part of
existing Series.

Notes may be issued at their principal amount or at a discount or premium to their principal amount as specified in
the applicable Final Terms.

Under the Programme, Volkswagen Bank wil not issue Notes where the redemption amount1 is determined by
reference to an underlying (including an underlying in the form of a security, an index, an interest rate or a basket
of underlyings).

Application has been made to the Commission, which is the Luxembourg competent authority for the purpose of
the Prospectus Regulation, for the approval of this Prospectus.

Application has been made to the Luxembourg Stock Exchange for Notes to be issued under this Prospectus to be
admitted to trading on the "regulated market of the Luxembourg Stock Exchange" which is a regulated market for
the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets
in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (recast), and to be listed on
the official list of the Luxembourg Stock Exchange. The Programme provides that Notes may be listed and traded
on any other stock exchange agreed between Volkswagen Bank and the relevant Dealer(s) that may qualify as a
regulated market as indicated in the relevant Final Terms.

Notes may also be issued without being listed.

Banque de Luxembourg, S.A. will act as Listing Agent. Citibank, N.A. will act as Issuing Agent and Principal Paying
Agent.

1 The Redemption Amount shall at least be equal to the nominal value.

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2. Issue Procedures
General

Volkswagen Bank and the relevant Dealer(s) will agree on the terms and conditions applicable to each particular
Series of Notes (the "Conditions"). The Conditions wil be constituted by the relevant set of Terms and Conditions
of the Notes set forth below (the "Terms and Conditions") as further specified by the Final Terms (the "Final
Terms") as described below.
Options for sets of Terms and Conditions

A separate set of Terms and Conditions applies to each type of Notes, as set forth below. The Final Terms provide
for the Issuer to choose between the fol owing Options:

- Option I Terms and Conditions for Notes with fixed interest rates;

- Option II Terms and Conditions for Notes with floating interest rates;

- Option III Terms and Conditions for Notes with fixed to floating interest rates;

- Option IV Terms and Conditions for Subordinated Notes with fixed to fixed reset rates;.
Documentation of the Conditions

The Issuer may document the Conditions of an individual Series of Notes either as Replication Conditions or as
Reference Conditions whereas:

- "Replication Conditions" means that the provisions of the set of Terms and Conditions in the form replicated and
completed in Part I. of the Final Terms shal constitute the Conditions. The Final Terms shal determine which of
Option I, II, III or IV of the Terms and Conditions respectively, shal be applicable to the individual Series of Notes
by replicating the relevant provisions and completing the relevant placeholders of the relevant set of Terms and
Conditions as set out in the Prospectus in the Final Terms. The replicated and completed provisions of the set of
Terms and Conditions alone shal constitute the Conditions, which will be attached to each global note representing
the Notes of the relevant Series. Replication Conditions wil be required where the Notes are publicly offered, in
whole or in part, or are to be initial y distributed, in whole or in part, to non-qualified investors.

- "Reference Conditions" means that the provisions in Part I of the Final Terms that specify and complete the
relevant set of Terms and Conditions and the relevant set of Terms and Conditions as set out in the Prospectus,
taken together shal constitute the Conditions. The Final Terms shal determine which of Option I, II, III or IV of the
Terms and Conditions are applicable to the individual Series by referring to the relevant provisions of the relevant
set of Terms and Conditions as set out in the Prospectus only. The provisions of the Final Terms and the relevant
set of Terms and Conditions as set out in the Prospectus, taken together, shal constitute the Conditions. Each
global note representing a particular Series of Notes will have the Final Terms and the relevant set of Terms and
Conditions as set out in the Prospectus attached.
Determination of Options / Completion of Placeholders

The Final Terms shal determine which of Option I, II, III or IV shal be applicable to the individual Series of Notes.
Each of the sets of Terms and Conditions of Option I, II, III or IV contains also certain further options (characterised
by indicating the respective optional provision through instructions and explanatory notes set out in square brackets
within the text of the relevant set of Terms and Conditions as set out in the Prospectus) as well as placeholders
(characterised by square brackets which include the relevant items) which wil be determined by the Final Terms
as fol ows:

Determination of Options

The Issuer wil determine which options will be applicable to the individual Series either by replicating the relevant
provisions in the Final Terms or by reference of the Final Terms to the respective sections of the relevant set of
Terms and Conditions as set out in the Prospectus. If the Final Terms do not refer to an alternative or optional
provision or such alternative or optional provision is not replicated therein it shal be deemed to be deleted from the
Conditions.

Completion of Placeholders

The Final Terms will specify the information with which the placeholders in the relevant set of Terms and Conditions
will be completed taking into account the categorisation requirements in the Commission Delegated Regulation (EU)
2019/980 of 14 March 2019 (the "Commission Delegated Regulation"). In the case the provisions of the Final

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Terms and the relevant set of Terms and Conditions, taken together, shal constitute the Conditions the relevant
set of Terms and Conditions shal be deemed to be completed by the information contained in the Final Terms as
if such information were inserted in the placeholders of such provisions. All instructions and explanatory notes and
text set out in square brackets in the relevant set of Terms and Conditions and any footnotes and explanatory text
in the Final Terms wil be deemed to be deleted from the Conditions.
Controlling Language

As to the controlling language of the respective Conditions, Volkswagen Bank anticipates that, in general, subject
to any stock exchange or legal requirements applicable from time to time, and unless otherwise agreed between
Volkswagen Bank and the relevant Dealer(s): in the case of Notes publicly offered, in whole or in part, in the Federal
Republic of Germany or distributed, in whole or in part, to non-qualified investors in the Federal Republic of Germany,
or when subordinated, German will be the control ing language. If, in the event of such public offer or distribution to
non-qualified investors, however, English is chosen as control ing language, a German language translation of the
Conditions wil be available from the respective offices of the Paying Agent in the Federal Republic of Germany and
Volkswagen Bank, as specified under Address List on page 346 - 348 of this Prospectus.