Bond Hypo Vorarlberger Bank AG 1.625% ( CH0461238948 ) in CHF

Issuer Hypo Vorarlberger Bank AG
Market price refresh price now   100.8 %  ▲ 
Country  Austria
ISIN code  CH0461238948 ( in CHF )
Interest rate 1.625% per year ( payment 1 time a year)
Maturity 28/11/2029



Prospectus brochure of the bond Hypo Vorarlberg Bank AG CH0461238948 en CHF 1.625%, maturity 28/11/2029


Minimal amount /
Total amount /
Next Coupon 29/11/2026 ( In 349 days )
Detailed description Hypo Vorarlberg Bank AG is a regional bank in Vorarlberg, Austria, specializing in mortgage lending and offering a range of financial services to private and corporate clients.

The Bond issued by Hypo Vorarlberger Bank AG ( Austria ) , in CHF, with the ISIN code CH0461238948, pays a coupon of 1.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 28/11/2029








Prospectus dated 27 November 2019

Hypo Vorarlberg Bank AG
1.625 per cent. Tier 2 Subordinated Notes due 2029 of CHF 100 000 000 (the "Notes")


Programme for the issuance The Notes are issued under the EUR 6,000,000,000 Debt Issuance Programme (the "Programme") of Hypo
of Notes:
Vorarlberg Bank AG (the "Issuer").
Issuer's Name and
Hypo Vorarlberg Bank AG, Hypo-Passage 1, 6900 Bregenz, Republic of Austria.
registered office:
Instrument and Status:
Tier 2. Subordinated, unsecured. In the event of normal insolvency proceedings (bankruptcy proceedings) or
liquidation of the Issuer, any claim on the principal amount under the subordinated Notes will rank:
(a) junior to all present or future unsecured and unsubordinated instruments or obligations of the Issuer;
(b) pari passu: (i) among themselves; and (ii) with all other present or future Tier 2 Instruments and other
subordinated instruments or obligations of the Issuer (other than subordinated instruments or
obligations of the Issuer ranking or expressed to rank senior or junior to the subordinated Notes); and
(c) senior to all present or future claims under: (i) Additional Tier 1 instruments pursuant to Article 52 CRR
of the Issuer; (ii) ordinary shares and other Common Equity Tier 1 instruments pursuant to Article 28
CRR of the Issuer; and (iii) all other subordinated instruments or obligations of the Issuer ranking or
expressed to rank junior to the subordinated Notes.
No Set-off / Netting; No
The Notes are not subject to any set off or netting arrangements that would undermine their capacity to
Security / Guarantee; No
absorb losses in resolution. The Notes are neither secured, nor subject to a guarantee or any other
Enhancement of Seniority:
arrangement that enhances the seniority of the claims under the Notes.
Interest Rate:
1.625 per cent. p.a., payable annually in arrears on 29 November, for the first time on
29 November 2020.
Issue Price:
The Lead Manager (as defined below) has purchased the Notes at 101.037 per cent. of the nominal amount
(before commission).
Placement Price:
The Placement Price of the Notes will be fixed in accordance with supply and demand.
Payment Date:
29 November 2019
Maturity Date / Redemption: 29 November 2029, at par.
Early Redemption for
The Issuer may redeem the notes in whole, but not in part, at their Final Redemption Amount together with
Reasons of Taxation:
interest (if any) accrued to the date fixed for redemption, if there is a change in the applicable tax treatment
of the Notes (see § 5 Redemption).
Early Redemption for
The Issuer may redeem the notes in whole, but not in part, at their Early Redemption Amount, together with
Regulatory Reasons:
interest (if any) accrued to the date fixed for redemption, if there is a change in the regulatory classification of
the Notes that would be likely to result or has resulted in their exclusion in full or in part from Tier 2 eligible
liabilities (see § 5 Redemption).
Reopening of the Issue:
The Issuer reserves the right to reopen this issue according to the Terms and Conditions of the Notes.
Denominations:
CHF 5,000 nominal and multiples thereof.
Form of the Notes:
The Notes will be represented by a Permanent Global Certificate and registered as intermediated securities
(Bucheffekten) in the main register (Hauptregister) with SIX SIS Ltd. Investors do not have the right to request
the printing and delivery of definitive Notes.
Covenants:
None
Listing and Trading:
Listing will be applied for in accordance with the standard for Bonds of the SIX Swiss Exchange. The Notes

have been provisionally admitted to trading on the SIX Swiss Exchange on

27 November 2019. The last trading date will be the second business day prior to the Maturity Date.

Rating
The Notes have been assigned a rating of Baa3 by Moody's Investor Service.
Governing Law
The Notes are governed by German law. The status provisions in § 2 of the Debt Issuance Programme dated
and Jurisdiction:
17 July 2019 shall be governed by, and shall be construed exclusively in accordance with, Austrian law. The
District Court (Landgericht) in Frankfurt am Main shall have non-exclusive jurisdiction for any action or other
legal proceedings arising out of or in connection with the Notes.
Selling Restrictions:
In particular U.S.A., U.S. persons, European Economic Area, United Kingdom and Japan.
Security Number /
46.123.894 / CH0461238948 / 208246780
ISIN / Common Code:

UBS Investment Bank
(the "Lead Manager")


SELLING RESTRICTIONS

In particular U.S.A., U.S. persons, European Economic Area, United Kingdom and Japan. For further information
and the full text, which is solely relevant, please refer to pages 371 - 374 of the Debt Issuance Programme dated
17 July 2019 attached hereto as Annex A as further supplemented in the Final Terms.
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FORWARD LOOKING STATEMENTS
This Prospectus (as defined below) contains certain forward-looking statements and information relating to Hypo
Vorarlberg Bank AG that are based on the current expectations, estimates, plans, strategic aims, vision statements,
and projections of their management and information currently available to Hypo Vorarlberg Bank AG.
These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may
cause the actual results of operations, financial condition, performance or achievements of the Issuer to be
materially different from any future results, financial condition, performance or achievements expressed or implied
by such forward-looking statements. Terms and phrases such as "will", "believe", "expect", "anticipate",
"intend", "plan", "predict", "estimate", "project", "target", "assume", "may" and "could", and variations of
these words and similar expressions, are intended to identify forward-looking statements but are not the exclusive
means of identifying such statements.
Neither the Issuer, nor the Lead Manager undertake an obligation to update any forward-looking statement, even
if new information, future events or other circumstances have made them incorrect or misleading.


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TABLE OF CONTENTS
Selling Restrictions .................................................................................................................................................. 2
Forward Looking Statements ................................................................................................................................... 3
Table of Contents ................................................................................................................................................... 4
General Information ................................................................................................................................................ 5
Information on the Notes ........................................................................................................................................ 6
Information on the Issuer ........................................................................................................................................ 7
Taxation .................................................................................................................................................................. 8
Responsibility Statement ....................................................................................................................................... 10
Final Terms ............................................................................................................................................................ 11
Terms and Conditions German and English Language Version .............................................................................. 11
Debt Issuance Programme of the Issuer dated 17 July 2019 ........................................................................ Annex A



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GENERAL INFORMATION
Notice to Investors
Except as otherwise specified herein, terms defined in the Debt Issuance Programme Prospectus dated 17 July 2019
shall have the same meaning in this prospectus (the "Prospectus").
The Final Terms dated 27 November 2019 (the "Final Terms"), the Terms and Conditions English Language
Version, the Terms and Conditions German Language Version, the Debt Issuance Programme dated 17 July 2019 in
Annex A form integral parts of this Prospectus.
Investors are advised to familiarise themselves with the entire content of this Prospectus.
The financial institution involved in the issuance and offering of the Notes is a bank, which directly or indirectly has
participated, or may participate, in financing transactions and/or other banking business with the Issuer, which are
not disclosed herein.
Documents Available
Copies of this Prospectus and the documents incorporated by reference herein are available at UBS AG, Investment
Bank, Swiss Prospectus Switzerland, P.O. Box, 8098 Zurich, Switzerland, or can be ordered by telephone +41-44-
239 47 03 (voicemail), fax +41-44-239 69 14 or by e-mail [email protected].
Documents incorporated by reference
The following documents shall be deemed to be incorporated in, and form part of this Prospectus (copies of the
documents incorporated by reference are available upon request at the address indicated in the preceding
paragraph):
-
Annual Report 2018 of the Issuer
-
Halbjahresfinanzbericht zum 30. Juni 2019 of the Issuer
Prospectus
This Prospectus is available in English language only, except the Halbjahresfinanzbericht zum 30. Juni 2019 which is
only available in German, and provides information about the Issuer and the Notes. This Prospectus does not
constitute an offer of, or an invitation to subscribe for or purchase, any Notes.
No person has been authorized to give any information or make any representation in connection with the offering
of the Notes other than as stated herein and any other information or representation if given or made should not
be relied upon as having been authorised by the Issuer, the Lead Manager or any of the Dealers (as defined in the
Programme). Neither the delivery of this Prospectus, nor the issue of the Notes nor any sale thereof shall, in any
circumstances, create any implication that there has been no material adverse change in the affairs of the Issuer
since the date hereof.


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INFORMATION ON THE NOTES
Authorisation
In accordance with authorisations by the Board of Management of the Issuer duly adopted under the Programme
and pursuant to the Subscription Agreement dated 27 November 2019 between the Issuer on one side and
UBS AG, acting through its business division UBS Investment Bank ("UBS AG" or "Lead Manager") on the other
side, the Issuer has decided to issue 1.625% Notes 2019-2029 of CHF 100,000,000 to be paid on
29 November 2019 and maturing on 29 November 2029.
Use of Net Proceeds
The net proceeds of the Notes, being the amount of CHF 100,512,000 (the "Net Proceeds") will be used by the
Issuer for general financing purposes.
The Lead Manager shall have no responsibility for, or be obliged to concern itself with, the application of the Net
Proceeds of the Notes.
Notices
All notices in relation to the Notes will be published in electronic form on the internet site of the SIX Swiss
Exchange under the section headed Official Notices
(currently: http://www.six-swiss-exchange.com/news/official_notices/search_en.html).
Representation
In accordance with Article 43 of the Listing Rules of the SIX Swiss Exchange, UBS AG has been appointed by the
Issuer as representative to lodge the listing application with the SIX Swiss Exchange.


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INFORMATION ON THE ISSUER
In addition to the information given below, please refer to Annex A hereto and the information included herein.
For a description of the Issuer including information on the Issuer's capital structure, reference is made in particular
to pages 347 - 359 of the Debt Issuance Programme dated 17 July 2019 (Annex A).
Information in respect to the Issuer's financial statements, please refer to the section Documents incorporated by
reference on page 5 hereof.
Court, arbitral and administrative proceedings
Save as disclosed in this Prospectus, the Issuer is not or has not been involved in any governmental, legal or
arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is
aware) which may have, or have had in the recent past, significant effects on the financial position or profitability
of the Issuer.
Dividends
In the last five business years the Issuer has paid the following dividends:
Financial Year
2018
2017
2016
2015
2014
Dividend (EUR / per share)
10.00
10.00
43.50
10.00
10.00

Information on the Issuer's most recent business performance
Save as disclosed in this Prospectus there have been no significant changes in the performance of the Issuer's
business since 30 June 2019.
Material changes since the most recent annual financial statements
Except as disclosed in this Prospectus, there has been no material adverse change in the financial condition or
operations of the Issuer since 31 December 2018, which would materially affect its ability to carry out its
obligations under the Notes.


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TAXATION
The following is a summary of certain tax implications under the laws of Switzerland as they may affect investors. It
applies only to persons who are beneficial owners of Notes and may not apply to certain classes of persons. The
Issuer makes no representations as to the completeness of the information nor undertake any liability of
whatsoever nature for the tax implications for investors. Potential investors are strongly advised to consult their
own professional advisers in light of their particular circumstances.

Swiss Federal Withholding Tax

At present, payment of interest on the Notes and repayment of principal of the Notes are not subject to Swiss
federal withholding tax, provided that the Issuer is at all times resident and managed outside Switzerland for Swiss
tax purposes.

On 4 November 2015 the Swiss Federal Council announced a mandate to the Swiss Federal Finance Department to
institute a group of experts tasked with the preparation of a new proposal for a reform of the Swiss withholding
tax system. The new proposal is expected to include in respect of interest payments the replacement of the existing
debtor-based regime by a paying agent-based regime for Swiss withholding tax similar to the one published on
17 December 2014 by the Swiss Federal Council and repealed on 24 June 2015 following the negative outcome of
the legislative consultation with Swiss official and private bodies. Under such a new paying agent-based regime, if
enacted, a paying agent in Switzerland may be required to deduct Swiss withholding tax on any payments or any
securing of payments of interest in respect of a Note for the benefit of the beneficial owner of the payment unless
certain procedures are complied with to establish that the owner of the Note is not an individual resident in
Switzerland.

Swiss Federal Securities Turnover Tax

The issue and the sale of a Note on the issuance day (primary market transaction) are not subject to Swiss federal
securities turnover tax (Umsatzabgabe). Secondary market dealings in Notes may be subject to the Swiss federal
securities turnover tax at a rate of up to 0.30% of the purchase price of the Notes, however, only if a securities
dealer in Switzerland or Liechtenstein, as defined in the Swiss federal stamp duty act (Bundesgesetz über die
Stempelabgaben), is a party or acts as an intermediary to the transaction and no exemption applies.

Income Taxation on Principal or Interest

a) Notes Held by Non-Swiss Holders

Payments of interest and repayment of principal by the Issuer to, and gain realized on the sale or redemption of
Notes by, a holder of Notes who is not a resident of Switzerland and who during the current taxation year has not
engaged in a trade or business through a permanent establishment in Switzerland to which such Note is
attributable will not be subject to any Swiss federal, cantonal or communal income tax in respect of such Note.

For the potential new Swiss withholding tax legislation replacing the current issuer-based withholding tax system
for a paying-agent based system, see above "--Swiss Federal Withholding Tax".

b) Notes Held as Private Assets by a Swiss Resident Holder

Individuals who are resident in Switzerland and who hold Notes as private assets are required to include all
payments of interest on such Notes in their personal income tax return for the relevant tax period and will be
taxable on any net taxable income for such tax period.
A capital gain, including a gain relating to accrued interest realized on the sale or redemption of Notes by such a
Swiss resident holder, is a tax-free private capital gain, and, conversely, a respective loss on the Note is a
non-tax-deductible private capital loss.
Notes without a "predominant one-time interest payment": Holders of Notes without a predominant onetime
interest payment (the yield-to-maturity predominantly derives from periodic interest payments and not from a
onetime interest payment) who are individuals receive payments of interest on Notes (either in the form of periodic
interest payments or as a one-time-interest-payment such as an issue discount or a repayment premium) are
required to include such payments in their personal income tax return and will be taxable on any net taxable
income (including the payments of interest on the Notes) for the relevant tax period.
Notes with a "predominant one-time interest payment": In the case of notes with a "predominant one-time
interest payment" (the yield-to-maturity predominantly derives from a one-time-interest-payment such as an
original issue discount or a repayment premium and not from periodic interest payments), the positive difference
(including any capital and foreign exchange gain) between the amount received upon sale or redemption and the
issue price (if the notes were purchased thereafter) will be classified as a taxable interest payment, as opposed to a
tax-free capital gain (differential taxation method). Losses realized on the sale of notes with a "predominant
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onetime interest payment" may be offset against gains realized within the same tax period on the sale of any notes
with a "predominant one-time interest payment".

c) Notes Held as Swiss Business Assets and by Private Persons Classified as Professional Securities Dealers

Individuals who hold Notes as part of a business in Switzerland and Swiss resident corporate taxpayers and
corporate taxpayers resident abroad holding Notes as part of a permanent establishment in Switzerland, are
required to recognize the payments of interest and any gain realized on the sale or redemption of such Notes
(including a gain relating to interest accrued) and any loss on such Notes in their income statement for the
respective tax period and will be taxable on any net taxable earnings for such period. The same taxation treatment
also applies to Swiss resident individuals who, for income tax purposes, are classified as "professional securities
dealers" for reasons of, inter alia, frequent dealings and leveraged investments in securities.

Automatic Exchange of Information in Tax Matters
The Automatic Exchange of Information in Tax Matters (AEI) is a global initiative led by the Organization of
Economic Co-Operation and Development (OECD). It aims to establish a universal standard for automatic exchange
of tax information and to increase tax transparency. Jurisdictions that are committed to implement or have
implemented the AEI (such as Switzerland, the EU member countries and many other jurisdictions worldwide)
require their Reporting Financial Institutions in accordance with the respective local implementing law to determine
the tax residence(s) of their account holders and controlling persons (as applicable) and, in case of reportable
accounts, report certain identification information, account information and financial information (including the
account balance and related payments such as interest, dividends, other income and gross proceeds) to the local
tax authority which will then exchange the information received with the tax authorities in the relevant reportable
jurisdictions.
More specifically, Switzerland has concluded a multilateral AEI agreement with the EU (replacing the EU savings tax
agreement) and has concluded bilateral AEI agreements with several non-EU countries. In accordance with such
multilateral agreements and bilateral agreements and the implementing laws of Switzerland, Switzerland has
begun exchange data so collected, and such data may include data about payments made in respect of the Notes.

9


RESPONSIBILITY STATEMENT
The Issuer accepts responsibility for all information contained in this Prospectus and has taken all reasonable care
to ensure that the facts stated herein are true and accurate in all material respects and that there are no other
material facts, the omission of which would make any statement herein misleading, whether of fact or opinion.


Bregenz, 27 November 2019


________________________________________
Hypo Vorarlberg Bank AG



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Document Outline