Obligation Handelsbanken Sverige 5.25% ( XS1194054166 ) en USD

Handelsbanken Sverige

100 % ⇌

Suede

XS1194054166 ( en USD )

5.25% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Svenska Handelsbanken XS1194054166 en USD 5.25%, échéance Perpétuelle

01/03/2027 ( Dans 354 jours )

Svenska Handelsbanken est une banque suédoise offrant des services bancaires aux particuliers et aux entreprises, connue pour sa décentralisation et son modèle de gestion conservateur.

L'Obligation émise par Handelsbanken Sverige ( Suede ) , en USD, avec le code ISIN XS1194054166, paye un coupon de 5.25% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE NON-U.S. PERSONS (AS DEFINED BELOW)
LOCATED OUTSIDE OF THE UNITED STATES.
IMPORTANT: You must read the following before continuing. The following applies to the attached offering circular (the
"Offering Circular") following this page and you are therefore advised to read this page carefully before reading, accessing or
making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms
and conditions, including any modifications to them any time you receive any information from the Issuer (as defined in the
Offering Circular) or Deutsche Bank AG, London Branch, Goldman Sachs International, J.P. Morgan Securities plc and Société
Générale (together, the "Joint Lead Managers") as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE NOTES HAVE NOT
BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION, AND THE NOTES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, WITHIN THE
UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR
LOCAL SECURITIES LAWS.
THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON
AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND, IN PARTICULAR, MAY NOT BE
FORWARDED TO ANY U.S. PERSON OR U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION
OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE
MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE
FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE
NOTES DESCRIBED IN THE ATTACHED DOCUMENT.
Restrictions on marketing and sales to retail investors: The Notes discussed in the Offering Circular are complex financial
instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have
adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Notes to retail
investors.
In particular, in August 2014, the United Kingdom Financial Conduct Authority (the "FCA") published the Temporary Marketing
Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time, the "TMR") which
took effect on 1 October 2014. Under the rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules"),
certain contingent write-down or convertible securities, such as the Notes, must not be sold to retail clients in the EEA and
nothing may be done that would or might result in the buying of such securities or the holding of a beneficial interest in such
securities by a retail client in the EEA (in each case within the meaning of the TMR Rules), other than in accordance with the
limited exemptions set out in the TMR Rules.
The Joint Lead Managers are required to comply with the TMR Rules. By purchasing, or making or accepting an offer to
purchase, any Notes from the Issuer and/or the Joint Lead Managers each prospective investor will be deemed to represent,
warrant, agree with and undertake to the Issuer and each of the Joint Lead Managers that:
(a)
it is not a retail client in the EEA (as defined in the TMR Rules);
(b)
whether or not it is subject to the TMR Rules, it will not sell or offer the Notes to retail clients in the EEA or do anything
(including the distribution of the Offering Circular) that would or might result in the buying of the Notes or the holding
of a beneficial interest in the Notes by a retail client in the EEA (in each case within the meaning of the TMR Rules)
other than (i) in relation to any sale or offer to sell Notes to a retail client in or resident in the United Kingdom, in
circumstances that do not and will not give rise to a contravention of the TMR Rules by any person and/or (ii) in relation
to any sale or offer to sell Notes to a retail client in any EEA member state other than the United Kingdom, where (x) it
has conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the
Notes and is able to bear the potential losses involved in an investment in the Notes and (y) it has at all times acted in
relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID")
to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be in compliance with
MiFID if it were to apply to it; and
(c)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the
EEA) relating to the promotion, offering, distribution and/or sale of the Notes, including any such laws, regulations and
regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Notes by
investors in any relevant jurisdiction.

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Notes from the Issuer and/or the Joint Lead Managers, the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.
Confirmation of your representation: In order to be eligible to view the attached Offering Circular or make an investment
decision with respect to the securities being offered, prospective investors must be non-U.S. persons (as defined in Regulation S
under the Securities Act ("Regulation S")) located outside the United States. This Offering Circular is being sent to you at your
request, and by accessing this Offering Circular you shall be deemed to have represented to the Issuer and each of the Joint Lead
Managers that (1) you are purchasing the securities being offered in an offshore transaction (within the meaning of Regulation S)
and the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its
territories and possessions, any State of the United States or the District of Columbia and (2) you consent to delivery of such
Offering Circular by electronic transmission.
You are reminded that this Offering Circular has been delivered to you on the basis that you are a person into whose possession
this Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you
may not, nor are you authorised to, deliver this Offering Circular to any other person.
The materials relating to this offering do not constitute, and may not be used in connection with, an offer or solicitation in any
place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed
broker or dealer, and any of the Joint Lead Managers or any affiliate of any Joint Lead Manager is a licensed broker or dealer in
the relevant jurisdiction, the offering shall be deemed to be made by the Joint Lead Manager(s) or such affiliate on behalf of the
Issuer in such jurisdiction.
The attached Offering Circular may only be communicated to persons in the United Kingdom in circumstances where section
21(1) of the Financial Services and Markets Act 2000 would not, if the Issuer was not an authorised person, apply to the Issuer.
The attached Offering Circular has been sent to you in electronic form. You are reminded that documents transmitted via this
medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Joint
Lead Managers, any person who controls them or any director, officer, employee or agent of them or affiliate of any such person
accepts any liability or responsibility whatsoever in respect of any difference between the Offering Circular distributed to you in
electronic format and the hard copy version available to you on request from the Joint Lead Managers.

OFFERING CIRCULAR DATED 24 FEBRUARY 2015

Svenska Handelsbanken AB (publ)
(Incorporated as a public limited liability banking company in The Kingdom of Sweden)
Issue of U.S.$1,200,000,000 Additional Tier 1 Notes
under its U.S.$50,000,000,000 Euro Medium Term Note Programme
Issue Price: 100.00 per cent.
The U.S.$1,200,000,000 Additional Tier 1 Notes (the "Notes") are being issued by Svenska Handelsbanken AB (publ) (the "Issuer" or the "Bank") as series 325 under its
U.S.$50,000,000,000 Euro Medium Term Note Programme (the "Programme").
The Notes are perpetual securities and have no fixed date for redemption. The Bank may redeem the Notes at its discretion in the circumstances described in the Conditions (as
defined below), but not otherwise.
As set out in the Terms and Conditions beginning on page 27 of this Offering Circular (the "Conditions"), the Notes will bear interest from (and including) 25 February 2015 (the
"Issue Date") to (but excluding) 1 March 2021 (the "First Reset Date") at a fixed rate of 5.25 per cent. per annum. For each Reset Interest Period (as defined in the Conditions), the
Notes will bear interest at a fixed rate of 3.335 per cent. per annum (the "Margin") above the then applicable mid-swap rate for U.S. dollar fixed-to-floating swap transactions with a
maturity of five years determined as described in Condition 4. Interest on the Notes will be payable annually in arrear on 1 March in each year (each an "Interest Payment Date")
with the first Interest Payment Date being 1 March 2016 in respect of the interest accrued for the period starting from (and including) the Issue Date. Interest on the Notes will be due
and payable only at the sole and absolute discretion of the Bank and, accordingly, the Bank shall have sole and absolute discretion at all times to cancel (in whole or in part) any
interest payment that would otherwise be due and payable on any Interest Payment Date. Additionally, payments of interest shall be restricted in certain circumstances, as further
described in Condition 4(d).
Subject as provided herein and to the prior approval of the Relevant Regulator (as defined in the Conditions), the Notes may be redeemed at the option of the Issuer in whole, but not
in part only, (i) on any Optional Redemption Date (as defined in the Conditions), (ii) at any time for certain withholding tax reasons as set out under Condition 5(b) or (iii) upon the
occurrence of a Tax Event or a Capital Event (each as defined in the Conditions), at their then prevailing Outstanding Principal Amount (as defined in the Conditions) in accordance
with the Conditions. Upon the occurrence of a Capital Event or a Tax Event, the Issuer may substitute, or vary the terms of, the Notes provided that they become or, as appropriate,
remain Qualifying Additional Tier 1 Securities (as defined in the Conditions). The Notes are not redeemable at the option of the holders of the Notes ("Noteholders").
The Outstanding Principal Amount of the Notes will be written down if the Common Equity Tier 1 Capital Ratio (as defined in the Conditions) of the Bank is less than is
5.125 per cent. or the Common Equity Tier 1 Capital Ratio of the Group (as defined in the Conditions) is less than 8.0 per cent. Following such write down, the
Outstanding Principal Amount may, at the Bank's sole and absolute discretion, be reinstated in whole or in part if certain conditions are met. See Condition 6.
This Offering Circular comprises a prospectus for the purposes of Directive 2003/71/EC, as amended, which includes the amendments made by Directive 2010/73/EU to the extent
that such amendments have been implemented in a relevant Member State of the European Economic Area (the "Prospectus Directive").
This Offering Circular has been approved by the Central Bank of Ireland (the "Central Bank") as competent authority under the Prospectus Directive. The Central Bank only
approves this Offering Circular as meeting the requirements imposed under Irish law and European Union ("EU") law pursuant to the Prospectus Directive.
Application has been made to the Irish Stock Exchange plc (the "Irish Stock Exchange") for the Notes to be admitted to the official list (the "Official List") and trading on its
regulated market (the "Main Securities Market"). The Main Securities Market is a regulated market for the purposes of Directive 2004/39/EC.
The Notes are expected to be rated BBB by Standard & Poor's Credit Market Services Europe Limited ("Standard & Poor's"), Baa3 by Moody's Investors Services Limited
("Moody's") and BBB by Fitch Ratings Ltd ("Fitch"). Each of Standard & Poor's, Moody's and Fitch is established in the EU and is registered under Regulation (EC) No.
1060/2009 (as amended) (the "CRA Regulation") and is, accordingly, included in the list of credit rating agencies published by the European Securities and Markets Authority on its
website (www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with such Regulation. A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
An investment in the Notes involves certain risks. For a discussion of these risks see "Risk Factors" beginning on page 6 of this Offering Circular and also the risks set out
in "Risk Factors-Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under the Programme" on pages 13 to 17 of the Programme offering
circular dated 13 June 2014 (the "Programme Offering Circular") which section of the Programme Offering Circular is incorporated herein by reference.
The Notes will be in bearer form and will be initially represented by a global Note which will be delivered on or prior to the Issue Date to a common depositary (the "Common
Depositary") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area ("EEA"), as defined in the rules set out in the Temporary
Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time), other than in circumstances that do not and will
not give rise to a contravention of those rules by any person. Prospective investors are referred to the section headed "Restrictions on marketing and sales to retail
investors" on page 3 of this Offering Circular for further information.

Joint Structuring Advisers
Goldman Sachs International
Société Générale Corporate & Investment Banking
Joint Lead Managers
Deutsche Bank
Goldman Sachs International
J.P. Morgan
Société Générale Corporate & Investment Banking

The Bank accepts responsibility for the information contained in this Offering Circular. Having taken
all reasonable care to ensure that such is the case), the information contained in this Offering Circular
is to the best of the Bank's knowledge, in accordance with the facts and contains no omission likely to
affect the import of such information.
This Offering Circular is to be read in conjunction with all documents or sections of documents which
are incorporated herein by reference (see "Documents Incorporated by Reference" on page 25 of this
Offering Circular). This Offering Circular shall be read and construed on the basis that such
documents or sections of documents are so incorporated and form part of this Offering Circular.
None of Deutsche Bank AG, London Branch, Goldman Sachs International, J.P. Morgan Securities
plc and Société Générale (together, the "Joint Lead Managers") nor Deutsche Trustee Company
Limited (the "Trustee") have separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted
by the Joint Lead Managers or the Trustee as to the accuracy or completeness of the information
contained in this Offering Circular or any other information provided by the Bank in connection with
the Notes. None of the Joint Lead Managers or the Trustee accepts any liability in relation to the
information contained in this Offering Circular or any other information provided by the Bank in
connection with the Notes.
No person has been authorised to give any information or to make any representation not contained in
or not consistent with this Offering Circular or any other information supplied in connection with the
Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by the Bank, any of the Joint Lead Managers or the Trustee.
Neither this Offering Circular nor any other information supplied in connection with the Programme
or the Notes is intended to provide the basis of any credit or other evaluation and should not be
considered as recommendations by the Bank, any of the Joint Lead Managers or the Trustee that any
recipient of this Offering Circular, or any further information supplied in connection with the
Programme or the Notes, should purchase any of the Notes. Each investor contemplating purchasing
any of the Notes should make its own independent investigation of the financial condition and affairs,
and its own appraisal of the credit worthiness, of the Bank and its consolidated subsidiaries (the
"Group"). Neither this Offering Circular nor any other information supplied in connection with the
Notes constitutes an offer or invitation by or on behalf of the Bank, any of the Joint Lead Managers or
the Trustee to any person to subscribe for or to purchase any of the Notes.
The delivery of this Offering Circular does not at any time imply that the information contained
herein concerning the Bank is correct at any time subsequent to the date hereof or that any other
information supplied in connection with the Programme or the Notes is correct as of any time
subsequent to the date indicated in the document containing the same. The Joint Lead Managers and
the Trustee expressly do not undertake to review the financial condition or affairs of the Bank and its
subsidiaries during the life of the Notes or to advise any investor in the Notes of any information
coming to their attention. Investors should review, inter alia, the most recently published annual
report of the Bank and the annual accounts of the Bank and of the Group and, if published prior to the
date of this Offering Circular, the most recent interim financial statements of the Group, when
deciding whether or not to purchase Notes.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any U.S. state and are subject to U.S. tax
law requirements. Subject to certain exceptions, the Notes may not be offered, sold or delivered
within the United States or to U.S. persons (see "Subscription and Sale" below).
The Notes are not deposit liabilities of the Issuer and are not insured by any governmental agency of
Sweden or any other jurisdiction.
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such

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jurisdiction. The distribution of this Offering Circular and the offer or sale of the Notes are subject to
the above restrictions and may be restricted by law in certain other jurisdictions. None of the Issuer,
the Joint Lead Managers or the Trustee represents that this Offering Circular may be lawfully
distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration
or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or
assume any responsibility for facilitating any such distribution or offering. In particular, no action has
been taken by the Issuer, the Joint Lead Managers or the Trustee which is intended to permit a public
offering of the Notes or distribution of this Offering Circular in any jurisdiction where action for that
purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither
this Offering Circular nor any advertisement or other offering material may be distributed or
published in any jurisdiction, except under circumstances that will result in compliance with any
applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes
come must inform themselves about, and observe, any such restrictions. In particular, there are
restrictions on the distribution of this Offering Circular and the offer or sale of the Notes in the United
States, the European Economic Area, the United Kingdom, Sweden and Japan (see "Subscription and
Sale" below).
The Notes may not be a suitable investment for all investors. It is advisable that each potential
investor in the Notes determines the suitability of that investment in light of its own circumstances. In
particular, it is advisable that each potential investor (i) has sufficient knowledge and experience to
make a meaningful evaluation of the Notes and their terms, the merits and risks of investing in the
Notes and the information contained or incorporated by reference in this Offering Circular or any
applicable supplement; (ii) has access to, and knowledge of, appropriate analytical tools to evaluate,
in the context of its particular financial situation, an investment in the Notes and the impact such
investment will have on its overall investment portfolio; (iii) has sufficient financial resources and
liquidity to bear all of the risks of an investment in the Notes, including where the potential investor's
currency is other than U.S. dollar; (iv) understands thoroughly the terms of the Notes and is familiar
with the behaviour of the relevant financial markets; and (v) is 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.
Restrictions on marketing and sales to retail investors
The Notes discussed in this Offering Circular are complex financial instruments and are not a suitable
or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted
or published laws, regulations or guidance with respect to the offer or sale of securities such as the
Notes to retail investors.
In particular, in August 2014, the United Kingdom Financial Conduct Authority (the "FCA")
published the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014
(as amended or replaced from time to time, the "TMR") which took effect on 1 October 2014. Under
the rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules"), certain
contingent write-down or convertible securities, such as the Notes, must not be sold to retail clients in
the EEA and nothing may be done that would or might result in the buying of such securities or the
holding of a beneficial interest in such securities by a retail client in the EEA (in each case within the
meaning of the TMR Rules), other than in accordance with the limited exemptions set out in the TMR
Rules.
The Joint Lead Managers are required to comply with the TMR Rules. By purchasing, or making or
accepting an offer to purchase, any Notes from the Issuer and/or the Joint Lead Managers each
prospective investor will be deemed to represent, warrant, agree with and undertake to the Issuer and
each of the Joint Lead Managers that:
(a)
it is not a retail client in the EEA (as defined in the TMR Rules);
(b)
whether or not it is subject to the TMR Rules, it will not sell or offer the Notes to retail clients
in the EEA or do anything (including the distribution of this Offering Circular) that would or

3

might result in the buying of the Notes or the holding of a beneficial interest in the Notes by a
retail client in the EEA (in each case within the meaning of the TMR Rules) other than (i) in
relation to any sale or offer to sell Notes to a retail client in or resident in the United
Kingdom, in circumstances that do not and will not give rise to a contravention of the TMR
Rules by any person and/or (ii) in relation to any sale or offer to sell Notes to a retail client in
any EEA member state other than the United Kingdom, where (x) it has conducted an
assessment and concluded that the relevant retail client understands the risks of an investment
in the Notes and is able to bear the potential losses involved in an investment in the Notes and
(y) it has at all times acted in relation to such sale or offer in compliance with the Markets in
Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to
the extent MiFID does not apply to it, in a manner which would be in compliance with MiFID
if it were to apply to it; and
(c)
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or
sale of the Notes, including any such laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Notes by investors
in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes from the Issuer and/or the Joint Lead Managers, the
foregoing representations, warranties, agreements and undertakings will be given by and be binding
upon both the agent and its underlying client.
In connection with the issue of the Notes, Société Générale (the "Stabilising Manager") (or
persons acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might
otherwise prevail. However, there is no assurance that the Stabilising Manager (or persons
acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any
stabilisation action or over-allotment may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days
after the date of the allotment of the Notes. Any such stabilisation action or over-allotment must
be conducted by the Stabilising Manager (or persons acting on behalf of the Stabilising
Manager) in accordance with all applicable laws and rules.
In this Offering Circular, references to "" are to the currency of the Member States of the EU that
adopt or have adopted the single currency in accordance with the Treaty on the Functioning of the
EU, as amended, and references to "U.S. dollars" or "U.S.$" are to are to United States dollars.
Terms and expressions used and not otherwise defined in this Offering Circular shall have the
meanings given in the Programme Offering Circular or the Conditions, except where the context
otherwise requires.

4

TABLE OF CONTENTS
RISK FACTORS .................................................................................................................................... 6
OVERVIEW OF THE NOTES............................................................................................................. 18
DOCUMENTS INCORPORATED BY REFERENCE........................................................................ 25
RECENT DEVELOPMENTS .............................................................................................................. 26
TERMS AND CONDITIONS .............................................................................................................. 27
CAPITAL ADEQUACY ...................................................................................................................... 52
TAXATION .......................................................................................................................................... 55
SUBSCRIPTION AND SALE ............................................................................................................. 58
GENERAL INFORMATION ............................................................................................................... 61

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RISK FACTORS
Risk factors which the Bank believes may be material for the purpose of assessing certain structural,
market and other risks associated with the Notes are incorporated herein by reference from pages 13
to 17 of the Programme Offering Circular and set out below.
The Bank believes that these risk factors may affect its ability to fulfil its obligations under the Notes
and that these risk factors represent the principal risks inherent in investing in the Notes. However,
the Bank may be unable to pay interest, principal or other amounts on or in connection with the
Notes, or a Trigger Event, Write Down or cancellation of interest may occur, for other reasons which
may not be considered significant risks by the Bank based on information currently available to it or
which it may not currently anticipate. Accordingly, such risk factors do not purport to be an
exhaustive list of all potential risks associated with an investment in the Notes. All such risk factors
are contingencies which may or may not occur and the Bank is not in a position to express a view on
the likelihood of any such contingency occurring. Prospective investors should also read the detailed
information incorporated herein by reference or set out elsewhere in this Offering Circular and reach
their own views prior to making any investment decision.
Words and expressions defined elsewhere in this Offering Circular shall have the same meanings in
this section.
Risks Related to the Structure of the Notes
The Notes may be subject to a Write Down and upon the occurrence of such an event Noteholders
may lose substantially all of their investment in the Notes.

Upon the occurrence of a Trigger Event, a Write Down will occur and the Outstanding
Principal Amount of any Note may be written down to as low as U.S.$0.01. As a result,
Noteholders may lose substantially all of their investment in the Notes. No Noteholder will have
any rights against the Bank with respect to the repayment of any principal amount to the extent
so written down or the payment of interest on any principal amount that has been so written
down or any other amount on or in respect of any principal amount that has been so written
down. Moreover, the Bank's obligation to pay any interest on any principal amount that is to be
written down on the relevant Write Down Effective Date, in respect of an Interest Period ending
on any Interest Payment Date falling between the date of a Trigger Event and the Write Down
Effective Date, shall automatically be deemed to have been cancelled upon the occurrence of
such Trigger Event and such interest shall, accordingly, not be due and payable. The Write
Down shall not constitute an Event of Default or a breach of the Bank's obligations or duties or
a failure to perform by the Bank in any manner whatsoever and shall not, of itself, entitle
Noteholders to any petition for the insolvency or dissolution of the Bank or otherwise.

A Trigger Event will occur if the Common Equity Tier 1 Capital Ratio of the Bank or the Group as at
any Measurement Date is less than at the Trigger Level. The Trigger Level is 5.125 per cent. in the
case of the Bank and 8.0 per cent. in the case of the Group. Proximity of the Bank's or the Group's
Common Equity Tier 1 Capital Ratio to the applicable Trigger Level will likely cause volatility in and
have an adverse effect on the market price of the Notes. This may also be true prior to the occurrence
of a Trigger Event, in anticipation of such an event occurring.

Furthermore, upon the occurrence of a Write Down, Noteholders will not (i) receive any shares or
other participation rights in the Bank or be entitled to any other participation in the upside potential of
any equity or debt securities issued by the Bank or any other member of the Group, or (ii) be entitled
to any write-up or any other compensation in the event of a potential recovery of the Bank or any
other member of the Group or any subsequent change in the financial condition thereof. A Write
Down may occur at any time and on more than one occasion, and may occur even if existing
preference shares, participation certificates and ordinary shares of the Bank remain outstanding. Any
redemption of the Notes at the option of the Bank (as described in " - The Notes are subject to

6

optional redemption by the Bank") following any Write Down will be at the then Outstanding
Principal Amount of the Notes, which may be lower than their Original Principal Amount. Although
the Bank could, in its sole and absolute discretion, reinstate all or a part of any Write Down Amount
under certain conditions described in the Conditions, there can be no assurance that such conditions
would ever be satisfied or, even if satisfied, that the Bank would exercise its discretion to implement
such a Reinstatement.

See "Terms and Conditions of the Notes--Loss Absorption and Reinstatement".

The Notes are a novel form of security and may not be a suitable investment for all investors.
The Notes are a novel form of security. As a result, an investment in the Notes will involve certain
increased risks. Each potential investor in the Notes must determine the suitability of such 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 Notes, the
merits and risks of investing in the Notes and the information contained in this Offering
Circular;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes 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
Notes, including where the currency for principal or interest payments is different from the
potential investor's currency;

(iv) understand thoroughly the terms of the Notes, such as the provisions governing a Write Down
and cancellation of interest, understand under what circumstances a Trigger Event will or may
be deemed to occur, and be familiar with the behaviour of any relevant financial markets and
their potential impact on the likelihood of a Trigger Event, a Capital Event or a Tax Event
occurring; and

(v) 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, the Write Down of the
Notes and its ability to bear the applicable risks.

Upon the occurrence of a Trigger Event there may be a Write Down of the Notes even if other
regulatory capital instruments of the Bank are not written down or converted into shares.
The terms and conditions of other regulatory capital instruments already in issue or to be issued after
the date hereof by the Bank may vary and accordingly such instruments may not be written down at
the same time, or to the same extent, as the Notes, or at all. Alternatively, such other regulatory capital
instruments may provide that they shall convert into equity, or be entitled to a write up or other
compensation in the event of a potential recovery of the Bank or any other member of the Group or a
subsequent change in the financial condition thereof. Upon the occurrence of a Trigger Event, to the
extent the prior (or pro rata) write down or conversion of any other regulatory capital instruments
issued by the Bank is not applicable under their respective terms, or if applicable, does not occur for
any reason, this shall not in any way affect the Write Down of the Notes.
The Common Equity Tier 1 Capital Ratio of each of the Bank and the Group is unpredictable and
will fluctuate. Any decline in such ratios may have an adverse effect on the market price of the
Notes and could give rise to a Trigger Event.
The market price of the Notes is expected to be affected by fluctuations in the Common Equity Tier 1
Capital Ratio of the Bank and the Group. Thus, any indication that the Bank's Common Equity Tier 1

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Capital Ratio is declining towards 5.125 per cent., or that the Group's Common Equity Tier 1 Capital
Ratio is declining towards 8.0 per cent., may have an adverse effect on the market price of the Notes.
The level of the Common Equity Tier 1 Capital Ratio of each of the Bank and the Group may
significantly affect the trading price of the Notes.
The Common Equity Tier 1 Capital Ratio of each of the Bank and the Group may be calculated as at
any date. Consequently, a Trigger Event could occur at any time.
The Common Equity Tier 1 Capital Ratio of the Bank and the Group, and thus the likelihood of the
occurrence of a Trigger Event, is inherently unpredictable and will be affected by a number of factors,
any of which may be outside the Bank's control, as well as by its business decisions and, when
making such decisions, the Bank's interests may not be aligned with those of the Noteholders. The
calculation of the Common Equity Tier 1 Capital Ratio of the Bank and the Group could be affected
by one or more factors, including, among other things, changes in the mix of the Group's business,
major events affecting its earnings, dividend payments by the Bank, regulatory changes (including
changes to definitions and calculations of regulatory capital ratios and their components) and the
Group's ability to manage risk-weighted assets in both its ongoing businesses and those which it may
seek to exit. Such ratio will also depend on the Group's decisions relating to its businesses and
operations, as well as the management of its capital position, and may be affected by changes in
applicable accounting rules or by regulatory adjustments which modify the regulatory capital impact
of changes in accounting rules. The Bank will have no obligation to consider the interests of
Noteholders in connection with its strategic decisions, including in respect of its capital management.
Noteholders will not have any claim against the Bank or any other member of the Group relating to
decisions that affect the business and operations of the Group, including its capital position, regardless
of whether they result in the occurrence of the Trigger Event. Such decisions could cause Noteholders
to lose all or part of the value of their investment in the Notes.
The Bank and the Group are subject to the EU Bank Recovery and Resolution Directive and the
Notes may be subject to loss absorption pursuant to the exercise of powers thereunder.
The EU Bank Recovery and Resolution Directive (the "Resolution Directive" or "BRRD") contains
resolution tools and powers which may be used alone or in combination if the relevant resolution
authority considers that:
a bank (or its group) is failing or likely to fail;
there is no reasonable prospect that any alternative private sector measures would prevent the
failure of such institution within a reasonable timeframe; and
a resolution action is in the public interest.
Those tools and powers allow:
a sale of business, which enables the resolution authority to direct the sale of the firm or the
whole or part of its business on commercial terms;
the creation of a bridge institution, which enables the resolution authority to transfer all or
part of the business of the firm to a "bridge institution" (an entity created for this purpose that
is wholly or partially in public control); and
asset separation, which enables the resolution authority to transfer impaired or problem assets
to one or more publicly owned asset management vehicles in order to allow them to be
managed with a view to maximising their value through eventual sale or orderly wind-down
and can only be used together with another resolution tool.
The BRRD resolution tools and powers also include a general bail-in tool, which gives the resolution
authority the power to write down certain claims of unsecured creditors of a failing bank or group and

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