Obligation UniCredit Austria 0% ( XS0134061893 ) en EUR

UniCredit Austria

100 % ⇌

Autriche

XS0134061893 ( en EUR )

20/08/2033

Prospectus brochure de l'obligation UniCredit Bank Austria XS0134061893 en EUR 0%, échéance 20/08/2033

10 000 EUR

55 000 000 EUR

UniCredit Bank Austria est une banque autrichienne, filiale du groupe bancaire italien UniCredit, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par UniCredit Austria ( Autriche ) , en EUR, avec le code ISIN XS0134061893, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/08/2033

BASE PROSPECTUS

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

UniCredit Bank Austria AG ("Bank Austria" or the "Issuer", and together with its consolidated subsidiaries, the "Bank
Austria Group"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue
instruments in bearer form (the "Instruments") including: (i) ordinary senior notes (the "Senior Notes"); (ii) ordinary
senior eligible preferred notes (the "Senior Preferred Notes") and senior non-preferred eligible notes (the "Senior Non-
Preferred Notes") (together the "Eligible Notes"); and (iii) subordinated notes (the "Subordinated Notes") (together,
the "Notes"); as well as (iv) covered bonds (gedeckte Schuldverschreibungen) (the "Covered Bonds") denominated in
such currencies as may be agreed with the Purchaser(s) (as defined below). The Instruments will have maturities from
one month to 40 years from the date of issue (except as set out herein) and, subject as set out herein, the maximum
aggregate nominal amount of all Instruments from time to time outstanding will not exceed 40,000,000,000 (or its
equivalent in other currencies at the time of agreement to issue, subject as further set out herein).
The Instruments may be issued on a continuing basis to one or more of the Dealers (each, a "Dealer" and together, the
"Dealers", which expressions shall include any additional Dealer appointed under this 40,000,000,000 Euro Medium
Term Note Programme (the "Programme") from time to time). Instruments may also be issued directly by the Issuer to
persons other than Dealers. Dealers and such other persons are referred to as "Purchasers".
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg in its capacity as 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").
This prospectus (the "Base Prospectus") constitutes a base prospectus for the purpose of Article 8(1) of the Regulation
(EU) 2017/1129 (as amended) (the "Prospectus Regulation") and has been approved by the CSSF. The CSSF only
approves this Base 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 respective Issuer or of the
quality of the Instruments that are the subject of this Base Prospectus. Investors should make their own assessment as to
the suitability of investing in the Instruments.
Application has been made to the Luxembourg Stock Exchange for Instruments issued under the Programme during the
period of 12 months from the date of this document to be admitted to trading on the Regulated Market of the
Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange. Further,
Instruments may be admitted to trading on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange or
other regulated or non-regulated markets within the European Economic Area or elsewhere or may be unlisted, as
specified in the final terms (the "Final Terms"). No assurance can be given that the Instruments will be admitted to
trading on the Regulated Market of the Luxembourg Stock Exchange or any other regulated or non-regulated market.
References in this Base Prospectus to Instruments being "listed" in Luxembourg (and all related references) shall, for the
purposes of the Prospectus Regulation, mean that such Instruments have been admitted to trading on the Regulated
Market of the Luxembourg Stock Exchange and have been listed on the official list of the Luxembourg Stock Exchange.
The Regulated Market of the Luxembourg Stock Exchange is a regulated market for the purposes of
Directive 2014/65/EU (as amended) ("MiFID II").
Notice of the aggregate nominal amount or principal amount of, the interest (if any) payable in respect of, the issue price
of, and any other matters not contained herein which are applicable to Instruments of the same series (each a "Tranche")
will be set out in the Final Terms which, with respect to Instruments to be listed on the official list of the Luxembourg
Stock Exchange, will be delivered to the relevant authorities in Luxembourg. Each Final Terms will contain the final
terms of each Tranche of Instruments for the purposes of Article 8(2) of the Prospectus Regulation.
Instruments may, after notification in accordance with Article 25 of the Prospectus Regulation, be admitted to trading on
the regulated markets of and/or admitted to listing on the stock exchanges of one or more member states of the European
Economic Area and/or publicly offered within the European Economic Area. The Issuer has requested the CSSF to
provide each of the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde "FMA") being the competent
authority in the Republic of Austria as well as the competent authority in Germany (Bundesanstalt für
Finanzdienstleistungsaufsicht "BaFin") with a certificate of approval attesting that this Base Prospectus has been
(i)

drawn up in accordance with the Prospectus Regulation. The Issuer may request the CSSF to provide certificates of
approval to competent authorities in additional states of the European Economic Area. Instruments may also be issued by
the Issuer under other base prospectuses according to national laws and the Prospectus Regulation. In such case the
maximum aggregate nominal amount of all Instruments issued under all base prospectuses of the Issuer will still not
exceed 40,000,000,000.
This Base Prospectus is valid for a period of 12 months after its approval.
The validity ends upon expiration on 23 March 2024. There is no obligation to supplement the Base Prospectus in
the event of significant new factors, material mistakes or material inaccuracies when the Base Prospectus is no
longer valid.
Subject as set out herein, this Base Prospectus and any supplement hereto will only be valid for listing Instruments if the
aggregate of the principal amount of those Instruments and all Instruments outstanding as at the date of issue of those
Instruments did not exceed 40,000,000,000 (or its equivalent in the other currencies specified herein) outstanding at
any one time, calculated by reference to the relevant exchange rate prevailing at the date of the respective subscription
agreement (the "Agreement Date").
Tranches of Instruments may be rated or unrated. Where a Tranche of Instruments is rated, such rating will be specified
in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time by the assigning rating agency. Whether or not each credit rating applied
for in relation to a relevant Tranche of Instruments will be issued by a credit rating agency established in the European
Union and registered under Regulation (EC) No. 1060/2009 (as amended) will be disclosed clearly and prominently in
the Final Terms.
This Base Prospectus has been approved by and filed with the CSSF and has been published on 23 March 2023 in
electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) and on the website of the Issuer
(https://www.bankaustria.at/en/about-us-issues-under-base-prospectuses-base-prospectuses.jsp).
Potential investors should be aware that any website referred to in this Base Prospectus does not form part of this Base
Prospectus, except websites related to the documents incorporated by reference, and has not been scrutinised or approved
by the CSSF.
THERE ARE CERTAIN RISKS RELATED TO AN INVESTMENT IN THE INSTRUMENTS WHICH
INVESTORS SHOULD ENSURE THEY FULLY UNDERSTAND (SEE "RISK FACTORS" BELOW). THIS
BASE PROSPECTUS DOES NOT DESCRIBE ALL OF THE RISKS OF AN INVESTMENT IN THE
INSTRUMENTS.
Arranger
UNICREDIT
Dealers
UNICREDIT
UNICREDIT BANK AUSTRIA
The date of this Base Prospectus is 23 March 2023

(ii)

IMPORTANT NOTICE
The purpose of this Base Prospectus is to give information with regard to the Bank Austria Group and the
Instruments.
This Base Prospectus is to be read in conjunction with any supplement to the Base Prospectus and with all the
documents which are incorporated herein by reference (see "Documents Incorporated by Reference" below).
This Base Prospectus shall be read and construed on the basis that such documents are so incorporated by
reference and form part of this Base Prospectus.
The Dealers have not separately verified the information contained herein. Accordingly, no representation,
warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealers (other
than the Issuer) as to the accuracy or completeness of the financial or other information contained in or
incorporated by reference into this Base Prospectus, or any other financial statements or any further
information supplied in connection with the Programme or the Instruments or their distribution. The
statements made in this paragraph are without prejudice to the responsibility of the Issuer under the
Programme.
No person is or has been authorised to give any information or to make any representation not contained in or
not consistent with this Base Prospectus or any other financial statements or further information supplied in
connection with the Programme or the Instruments and, if given or made, such information or representation
must not be relied upon as having been authorised by the Issuer or by any of the Dealers.
Neither this Base Prospectus nor any other financial statements nor any further information supplied in
connection with the Programme or the Instruments are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by the Issuer or any of the Dealers that any
recipient of this Base Prospectus or any other financial statements or any further information supplied in
connection with the Programme or the Instruments should purchase any of the Instruments. Each investor
contemplating purchasing Instruments should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. None of this Base
Prospectus, any other financial statements or any further information supplied in connection with the
Programme or the Instruments constitutes an offer or invitation by or on behalf of the Issuer, the Dealers or
any of them to any person to subscribe for or to purchase any of the Instruments.
Neither the delivery of this Base Prospectus, nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or that there has been no adverse change in the financial position of the Issuer since the date hereof or
the date upon which the Base Prospectus has been most recently supplemented or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date on which it is
supplied or, if different, 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 or any of its subsidiaries during the life of
the Programme. Investors should review, inter alia, the most recent financial statements of the Issuer when
deciding whether or not to purchase any of the Instruments.
The Issuer has undertaken to supplement the Base Prospectus or publish a new Base Prospectus if and when
the information herein should become materially inaccurate or incomplete, and has further agreed to furnish a
supplement to the Base Prospectus in the event of any significant new factor, material mistake or inaccuracy
relating to the information included in the Base Prospectus which is capable of affecting the assessment of the
Instruments and which arises or is noted between the time when the Base Prospectus has been approved and
the final closing of any Tranche of Instruments offered to the public or, as the case may be, when trading of
any Tranche of Instruments on a regulated market begins, whichever occurs later, in respect of Instruments
issued on the basis of the Base Prospectus.
Prospective investors should inform themselves as to the legal requirements and tax consequences within their
country of residence for the acquisition, holding or disposition of Instruments.
The Issuer and the Dealers do not represent that this document may be lawfully distributed, or that the
Instruments may be lawfully offered, in compliance with any applicable registration or other requirements in
any jurisdiction, or pursuant to an exemption available hereunder, or assume any responsibility for facilitating
any such distribution or offering. In particular, save as specified in this Base Prospectus, no action has been
(iii)

taken by the Issuer or the Dealers which would permit a public offering of the Instruments or distribution of
this document in any jurisdiction where action for that purpose is required. Accordingly, the Instruments may
not 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 and the Dealers have represented that all offers
and sales by them will be made on the same terms.
The distribution of this Base Prospectus and the offer or sale of the Instruments may be restricted by law in
certain jurisdictions. Persons into whose possession this Base Prospectus or any Instruments come must
inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Base Prospectus and/or the offer or sale of the Instruments in the United States, the United
Kingdom, the European Economic Area, Japan, South Africa, and Hong Kong (see "Selling Restrictions"
below).
The Instruments have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") and include Instruments in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, the Instruments may not be offered, sold or delivered within the
United States or to US persons (as defined in Regulation S under the Securities Act ("Regulation S")). For a
more complete description of restrictions on offers and sales and applicable US tax law requirements, see
"Selling Restrictions" below.
None of the Dealers (also in their capacity as green or ESG (as defined below) structuring agent), any of their
affiliates or any other person mentioned in this Base Prospectus makes any representation as to the suitability
of the Instruments to fulfil environmental and sustainability criteria required by any prospective investors. The
Dealers have not undertaken, nor are responsible for, any assessment of any sustainability bond framework or
any eligible sustainable projects (including the Sustainability Bond Framework (as defined below)), any
verification of whether such eligible sustainable projects meet the criteria set out in such sustainability bond
framework or the monitoring of the use of proceeds.
In this Base Prospectus, references to "euro", "", "EUR" are to euro, references to "$", "U.S.$" and
"U.S. dollars" are to United States dollars, references to "£" and "Sterling" are to pounds sterling.
References in this Base Prospectus to Instruments include (other than as may otherwise be specified or the
context otherwise requires and other than in the Terms and Conditions of Instruments or Terms and
Conditions of Covered Bonds) Covered Bonds.
Each potential investor in the Instruments must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant
Instruments, the merits and risks of investing in the relevant Instruments and the information
contained or incorporated by reference into this Base Prospectus or any supplement hereto;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Instruments
and the impact the Instruments will have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Instruments, including where the currency for principal or interest payments is different from the
potential investor's currency;
(iv) understand thoroughly the terms of the relevant Instruments and be familiar with the behaviour of
financial markets;
(v)
be aware that it may be required to pay taxes or other documentary charges or duties in accordance
with the laws and practices of the country where the Instruments are transferred or other jurisdictions;
(vi) ask for its own tax adviser's advice on its individual taxation with respect to the acquisition, sale and
redemption of the Instruments; and
(iv)

(vii) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Alternative Performance Measures
Certain financial measures presented in this Base Prospectus and in the documents incorporated by reference
are not recognised financial measures under International Financial Reporting Standards as adopted by the
European Union ("IFRS") ("Alternative Performance Measures") and may therefore not be considered as
an alternative to the financial measures defined in the accounting standards in accordance with generally
accepted accounting principles. The Alternative Performance Measures are intended to supplement
investors' understanding of the Issuer's financial information by providing measures which investors,
financial analysts and management use to help evaluate the Issuer's financial leverage and operating
performance. Special items which the Issuer does not believe to be indicative of ongoing business
performance are excluded from these calculations so that investors can better evaluate and analyse historical
and future business trends on a consistent basis. Definitions of these Alternative Performance Measures may
not be comparable to similar definitions used by other companies and are not a substitute for similar
measures according to IFRS.
PRIIPS Regulation / Prohibition of Sales to EEA Retail Investors
If the Final Terms in respect of any Instruments include a legend entitled "Prohibition of Sales to EEA
Retail Investors", the Instruments 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 European Economic Area
(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; (ii) a customer within the meaning of Directive 2016/97/EU
(as amended) (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. In such instance, no key information document required by
Regulation (EU) No 1286/2014 (as amended) (the "PRIIPs Regulation") for offering or selling the
Instruments or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Instruments or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPS Regulation.
UK Retail Investors
If the Final Terms in respect of any Instruments include a legend entitled "Prohibition of sales to UK Retail
Investors", the Instruments 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 United Kingdom ("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(1) of Commission Delegated Regulation (EU) 2017/565 as it forms part of English law by virtue of
the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
Financial Services and Markets Act 2000, as amended ("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 English law by
virtue of the EUWA; or (iii) not a qualified investor as defined in point (e) of Article 2 of Regulation (EU)
2017/1129 as it forms part of English law by virtue of the EUWA (the "UK Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of
English law by virtue of EUWA (the "UK PRIIPs Regulation") for offering or selling the Instruments or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or
selling the Instruments or otherwise making them available to any retail investor or in the UK may be
unlawful under the UK PRIIPs Regulation.
MiFID II Product Governance / Target Market
The Final Terms in respect of any Instruments may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Instruments and which
channels for distribution of the Instruments are appropriate. Any person subsequently offering, selling or
recommending the Instruments (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
(v)

respect of the Instruments (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 under EU Delegated Directive 2017/593, as amended (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Instruments is a manufacturer in respect of such Instruments, 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 / Target Market
The Final Terms in respect of any Instruments may include a legend entitled "UK MiFIR Product
Governance" which will outline the target market assessment in respect of the Instruments and which
channels for distribution of the Instruments are appropriate. Any person subsequently offering, selling or
recommending the Instruments (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 Instruments (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 Instruments is a manufacturer in respect of such
Instruments, 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.
Benchmark Register
Amounts payable under the Instruments may be calculated by reference to, inter alia, the Constant Maturity
Swap ("CMS"), which is currently provided by ICE Benchmark Administration Limited ("IBA"); the Euro
Interbank Offered Rate ("EURIBOR"), which is currently provided by the European Money Markets Institute
("EMMI"); the Sterling Overnight Index Average ("SONIA"), which is currently provided by the Bank of
England; the Secured Overnight Financing Rate ("SOFR"), which is currently provided by the Federal
Reserve Bank of New York; the Euro-Short Term Rate ("STR"), which is published by the European Central
Bank since 2 October 2019 or to other indices which are deemed "benchmarks" for the purposes of Regulation
(EU) 2016/1011, as amended (the "Benchmarks Regulation"). As far as the Issuer is aware, as at the date of
this Base Prospectus, SONIA, SOFR and STR are not required to be registered by virtue of Article 2 of the
Benchmarks Regulation. As at the date of this Base Prospectus, EMMI appears on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to Article 36 of the Benchmarks Regulation (the "Benchmark Register"), while IBA
does not appear on such register.
ESG Ratings
The Issuer's exposure to Environmental, Social and Governance ("ESG") risks and the related management
arrangements established to mitigate those risks has been or may be assessed by several agencies, among
others, through Environmental, Social and Governance ratings ("ESG ratings").
ESG ratings may vary amongst ESG ratings agencies as the methodologies used to determine ESG ratings
may differ. The Issuer's ESG ratings are not necessarily indicative of its current or future operating or
financial performance, or any future ability to service the Instruments and are only current as of the dates on
which they were initially issued. Prospective investors must determine for themselves the relevance of any
such ESG ratings information contained in this Base Prospectus or elsewhere in making an investment
decision. Furthermore, ESG ratings shall not be deemed to be a recommendation by the Issuer or any other
person to buy, sell or hold the Instruments. Currently, the providers of such ESG ratings are not subject to any
regulatory or other similar oversight in respect of their determination and award of ESG ratings. For more
information regarding the assessment methodologies used to determine ESG ratings, please refer to the
relevant ratings agency's website (which website does not form a part of, nor is incorporated by reference in,
this Base Prospectus).
(vi)

Stabilisation
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF INSTRUMENTS, THE DEALER OR
DEALERS (IF ANY) NAMED AS STABILISATION MANAGER(S) IN THE APPLICABLE FINAL
TERMS (OR PERSONS ACTING ON BEHALF OF A STABILISATION MANAGER) MAY OVER-
ALLOT INSTRUMENTS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE INSTRUMENTS 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
INSTRUMENTS 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 INSTRUMENTS AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF
THE RELEVANT TRANCHE OF INSTRUMENTS. ANY STABILISATION ACTION OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS
AND RULES BY THE RELEVANT STABILISATION MANAGERS.
ANY LOSS RESULTING FROM OVER-ALLOTMENT AND STABILISATION SHALL BE BORNE,
AND ANY NET PROFIT ARISING THEREFROM SHALL BE RETAINED, AS AGAINST THE
ISSUER, BY ANY STABILISING MANAGER FOR ITS OWN ACCOUNT.
Investing in the Instruments issued under the Programme involves certain risks. The principal risk
factors that may affect the abilities of the Issuer to fulfil its respective obligations under the Instruments
are discussed under "Risk Factors" below.
Reference is made in the Terms and Conditions of Notes, Terms and Conditions of Covered Bonds to the
2021 ISDA defintions ("ISDA 2021") as published by the International Swaps and Derivatives Association,
Inc. (or any successor thereto) ("ISDA"). Investors should consult the Issuer should they require specific
information regarding particular definitions.
For the avoidance of doubt, the content of websites referred to in this Base Prospectus, other than
documents specifically incorporated by reference herein, do not form part of this Base Prospectus.

(vii)

TABLE OF CONTENTS
DESCRIPTION OF THE PROGRAMME ...................................................................................................... 1
RISK FACTORS ............................................................................................................................................ 3
RESPONSIBILITY STATEMENT ............................................................................................................... 31
CONSENT TO USE THE BASE PROSPECTUS ......................................................................................... 32
DESCRIPTION OF THE ISSUER ................................................................................................................ 34
GENERAL INFORMATION OF THE INSTRUMENTS ............................................................................. 46
TERMS AND CONDITIONS OF THE INSTRUMENTS ............................................................................. 51
PART A
TERMS AND CONDITIONS OF THE NOTES ........................................................................ 54
English language version ........................................................................................................... 54
German language version .......................................................................................................... 95
PART A
FORM OF FINAL TERMS OF THE NOTES .......................................................................... 139
MUSTER-ENDGÜLTIGE BEDINGUNGEN DER SCHULDVERSCHREIBUNGEN ................ 139
PART B
TERMS AND CONDITIONS OF THE COVERED BONDS .................................................. 174
English language version ......................................................................................................... 174
German language version ........................................................................................................ 219
PART B
FORM OF FINAL TERMS OF THE COVERED BONDS ...................................................... 266
MUSTER-ENDGÜLTIGE BEDINGUNGEN DER GEDECKTEN SCHULVERSCHREIBUNGEN266
WARNING REGARDING TAXATION .................................................................................................... 305
USE OF PROCEEDS ................................................................................................................................. 306
SELLING RESTRICTIONS ....................................................................................................................... 307
GENERAL INFORMATION ..................................................................................................................... 312
DOCUMENTS INCORPORATED BY REFERENCE................................................................................ 316

( )

DESCRIPTION OF THE PROGRAMME
General
The Programme is a continuously offered Euro Medium Term Note Programme of the Issuer in an
aggregate amount of up to 40,000,000,000 (or its equivalent in other currencies) outstanding at any one
time.
Under the Programme, the Issuer may issue Instruments in U.S. dollars, euros, Australian dollars, Canadian
dollars, Danish kroner, South African rand, Sterling, Swedish kronor and Swiss francs and such other
currency or currencies, subject to compliance with relevant laws, as may be agreed between the Issuer and
any relevant Purchaser. Instruments may have a maturity of between one month and 40 years and be issued
in such denomination, in each case with a minimum denomination of 1,000 (or the respective equivalent
in other currencies), as may be agreed with the relevant Purchaser. No money market instruments having a
maturity at issue of less than 12 months will be offered to the public or admitted to trading on a regulated
market under this Base Prospectus.
The specific terms and conditions of a given series of Instruments, which will govern the relationship
between the Issuer and the holders of such Instruments (the "Noteholders"), will be attached to the relevant
global note(s) and form an integral part of such global note(s). The forms of the separate terms and
conditions relating to the Notes and Covered Bonds issued under the Programme are set out in the sections
"Part A - Terms and Conditions of the Notes" or "Part B - Terms and Conditions of the Covered Bonds" of
this Base Prospectus, respectively.
Instruments may be either interest bearing at fixed or variable rates or non-interest bearing, with principal
repayment at a fixed amount. Instruments (other than Covered Bonds) may be subordinated or senior.
Instruments will be redeemed at least at their respective nominal amount.
The Notes, as to form and content, and all rights and obligations of the Issuer and the Noteholders shall be
governed by the laws of the Federal Republic of Germany (main statute). The provisions in § 2 (Status)
shall be governed by, and shall be construed exclusively in accordance with, Austrian law.
The Covered Bonds and any non-contractual obligations arising out of or in connection with the Covered
Bonds are governed by, and shall be construed in accordance with, Austrian law except for its conflict of
law rules as far as such rules would lead to the application of foreign law.
Instruments may be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange, the
Official Market (Amtlicher Handel) of the Vienna Stock Exchange, other regulated or non-regulated
markets within the European Economic Area or elsewhere or may be unlisted. To the knowledge of the
Issuer, as of the date of this Base Prospectus, (i) securities of the same class as Senior Notes are already
trading on the Regulated Market of the Luxembourg Stock Exchange and the Official Market (Amtlicher
Handel) of the Vienna Stock Exchange, (ii) securities of the same class as Subordinated Notes are already
trading on the Regulated Market of the Luxembourg Stock Exchange.
Instruments may be distributed by way of an exempt or non-exempt offer to the public and in each case on a
non-syndicated or a syndicated basis. The method of distribution of each Tranche will be stated in the
relevant Final Terms. With respect to the categories of potential investors (investor categories), the
Instruments are not subject to any restrictions except for the selling restrictions mentioned in "Selling
Restrictions"; the Instruments can be issued to qualified investors, eligible counterparties and/or retail
investors.
The applicable terms of any Instruments will be as set out in the Terms and Conditions of those Instruments
as completed by the applicable Final Terms, as agreed with the relevant Purchaser prior to the issue of such
Instruments. The yield on Fixed Rate Instruments is determined by the Issuer and relevant Dealers prior to
the relevant issuance and stated in the relevant Final Terms. The method used to calculate the yield is the
ICMA method or another method to be selected by the Issuer and the relevant Dealers and will be specified
in the relevant Final Terms. The ICMA method determines the effective interest rate of fixed rate
Instruments taking into account accrued interest on a daily basis.
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General information regarding the return on Instruments and the calculation of such return
Any return on Instruments will be dependent on the basis of interest paid on such Instruments. Particular
reference values are used to calculate the applicable interest rate. Thus, for the purpose of calculating the
interest rate, the Final Terms will specify the underlying reference value, along with any other variables that
factor into the calculation of the interest rate.
Since the interest calculations depend on the underlying reference value and such reference value can
fluctuate over time, the return on such Instruments can similarly fluctuate. Depending on the other
variables, such fluctuations of the return on the Instruments may be stronger or weaker than the fluctuations
of the underlying reference rate.
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