Obligation UniCredit Austria 0% ( XS0240289339 ) en EUR

UniCredit Austria

100 % ▼

Autriche

XS0240289339 ( en EUR )

12/01/2021 - Obligation échue

Prospectus brochure de l'obligation UniCredit Bank Austria XS0240289339 en EUR 0%, échue

50 000 EUR

25 000 000 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 XS0240289339, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/01/2021

SECURITIES NOTE

(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"), 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"); senior non-
preferred eligible notes (the "Senior Non-Preferred Notes") and subordinated eligible notes (the "Subordinated Eligible
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 document contains the securities note (the "Securities Note") for the purpose of Article 8(1) in conjunction with
Article 8(6) of the Regulation (EU) 2017/1129 (as amended) (the "Prospectus Regulation") and has been approved by the
CSSF. This Securities Note, together with the registration document dated 27 March 2024, as supplemented or updated
from time to time (the "Registration Document") constitutes a base prospectus (as supplemented, the "Base Prospectus")
in accordance with Article 8(6) of the Prospectus Regulation. The CSSF only approves this Securities Note 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 quality of the Instruments that are the subject of the 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 Securities Note 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 Securities Note 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
(i)

in the Republic of Austria as well as the competent authority in Germany (Bundesanstalt für Finanzdienstleistungsaufsicht
"BaFin") with a certificate of approval attesting that the Base Prospectus of which this Securities Note forms part has
been 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 Securities Note is valid for a period of 12 months after its approval.
The validity ends upon expiration on 27 March 2025. There is no obligation to supplement the Base Prospectus
(comprising this Securities Note and the Registration Document) in the event of significant new factors, material
mistakes or material inaccuracies when the Base Prospectus (comprising this Securities Note and the Registration
Document) is no longer valid.
Subject as set out herein, this Securities Note 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 Securities Note has been approved by and filed with the CSSF and has been published on 27 March 2024 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 Securities Note does not form part of this Securities
Note, 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
SECURITIES NOTE DOES NOT DESCRIBE ALL OF THE RISKS OF AN INVESTMENT IN THE
INSTRUMENTS.
Arranger
UNICREDIT
Dealers
UNICREDIT
UNICREDIT BANK AUSTRIA
The date of this Securities Note is 27 March 2024

(ii)

IMPORTANT NOTICE
The purpose of this Securities Note is to give information with regard to the Instruments.
This Securities Note is to be read in conjunction with any supplement to this Securities Note, the relevant Final
Terms (as defined below) in relation to any tranche of Instruments, the Registration Document and with all the
documents which are incorporated herein by reference (see "Documents Incorporated by Reference" below).
This Securities Note shall be read and construed on the basis that such documents are so incorporated by
reference and form part of this Securities Note.
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 the 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 the 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 Securities Note nor the Registration Document 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 Securities Note or the Registration Document 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 Securities Note nor the Registration Document nor 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 Securities Note nor the Registration Document 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 (comprising this Securities Note and the
Registration Document) 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 this Securities Note and the Registration Document or publish a new
securities note or registration document if and when the information herein should become materially inaccurate
or incomplete, and has further agreed to furnish a supplement to this Securities Note or the Registration
Document in the event of any significant new factor, material mistake or material inaccuracy relating to the
information included in this Securities Note or the Registration Document which is capable of affecting the
assessment of the Instruments and which arises or is noted between the time when this Securities Note or the
Registration Document 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 this Securities Note or the Registration
Document.
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.
(iii)

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 the Base Prospectus, no action has been
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 the 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 the Base Prospectus and the offer or sale of the Instruments may be restricted by law in
certain jurisdictions. Persons into whose possession the Base Prospectus or any Instruments come must inform
themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of
the 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 Securities Note 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.
For further information on ESG related aspects, including on UniCredit Group's Sustainability Bond
Framework (each as defined below), reference is made to the section "USE OF PROCEEDS" of this Securities
Note.
Reference is also made to the risk factors as disclosed in this Securities Note, in particular to the risk factors
"3.4 Green Instruments, Social Instruments, Sustainability Instruments: Use of Net Proceeds may not meet
investors' sustainable investment criteria" and "3.5 Sustainability evaluations".
In this Securities Note, 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 Securities Note 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 Securities Note 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)

(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
(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 the Base Prospectus (comprising this Securities Note and the
Registration Document) 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 Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions 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 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 (the "UK Prospectus Regulation"). 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 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.
(v)

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 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
Securities Note, 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 Securities Note, 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 ESG ratings are not necessarily indicative of the Issuer's 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 Securities Note 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
(vi)

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 Securities Note).
None of the Dealers, any of their affiliates or any other person mentioned in this Securities Note has verified
any ESG ratings and makes no representation as to any ESG rating comprised or referred to in this Securities
Note.
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 STABILISATION 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 definitions ("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 Securities Note, other than
documents specifically incorporated by reference herein, do not form part of this Securities Note.

(vii)

TABLE OF CONTENTS
DESCRIPTION OF THE PROGRAMME........................................................................................................... 1
RISK FACTORS RELATING TO THE INSTRUMENTS ................................................................................. 3
RESPONSIBILITY STATEMENT ................................................................................................................... 21
CONSENT TO USE THIS SECURITIES NOTE .............................................................................................. 22
GENERAL INFORMATION OF THE INSTRUMENTS ................................................................................. 24
TERMS AND CONDITIONS OF THE INSTRUMENTS ................................................................................ 29
PART A
TERMS AND CONDITIONS OF THE NOTES ........................................................................... 32
English language version ............................................................................................................... 32
German language version .............................................................................................................. 73
PART A
FORM OF FINAL TERMS OF THE NOTES ............................................................................. 117
MUSTER-ENDGÜLTIGE BEDINGUNGEN DER SCHULDVERSCHREIBUNGEN ................. 117
PART B
TERMS AND CONDITIONS OF THE COVERED BONDS .................................................... 153
English language version ............................................................................................................. 153
German language version ............................................................................................................ 197
PART B
FORM OF FINAL TERMS OF THE COVERED BONDS ........................................................ 244
MUSTER-ENDGÜLTIGE BEDINGUNGEN DER GEDECKTEN SCHULVERSCHREIBUNGEN
...................................................................................................................................................... 244
WARNING REGARDING TAXATION ......................................................................................................... 284
USE OF PROCEEDS ....................................................................................................................................... 285
SELLING RESTRICTIONS ............................................................................................................................ 288
GENERAL INFORMATION .......................................................................................................................... 293
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 295

( )

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 Securities Note.
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 Securities Note,
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 Securities Note, (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 and (iii) securities of the same class as Covered Bonds
are already trading on the Regulated Market of the Luxembourg Stock Exchange and the Official Market
(Amtlicher Handel) of the Vienna 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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