Bond Österreichische Kontrollbank AG 1.125% ( US676167BG31 ) in USD

Issuer Österreichische Kontrollbank AG
Market price 100 %  ▼ 
Country  Austria
ISIN code  US676167BG31 ( in USD )
Interest rate 1.125% per year ( payment 2 times a year)
Maturity 06/07/2015 - Bond has expired



Prospectus brochure of the bond Oesterreichische Kontrollbank US676167BG31 in USD 1.125%, expired


Minimal amount 1 000 USD
Total amount 1 500 000 000 USD
Cusip 676167BG3
Detailed description The Oesterreichische Kontrollbank (OeKB) is Austria's promotional bank, supporting export financing, project finance, and other activities to boost the Austrian economy.

The **Oesterreichische Kontrollbank (OeKB)**, a pivotal financial and information service provider for Austria's export industry and capital market, issued a significant bond, identified by ISIN US676167BG31 and CUSIP 676167BG3, which has concluded its financial lifecycle. This particular USD-denominated obligation, originating from Austria, carried a 1.125% interest rate with semi-annual payments and represented a total issuance size of 1,500,000,000 USD, with a minimum lot size of 1,000 USD for investors, and successfully reached its maturity on July 6, 2015, at which point it was redeemed at its par value of 100%.







INTERNATIONAL PROSPECTUS SUPPLEMENT DATED July 3, 2012
(To Prospectus Supplement dated June 26, 2012 and to Prospectus dated October 27, 2009)
U.S.$1,500,000,000
Oesterreichische Kontrollbank Aktiengesellschaft
1.125% Guaranteed Global Notes Due 2015
Unconditionally Guaranteed by the
Republic of Austria
Issued under the Global Issuance Facility
Oesterreichische Kontrollbank Aktiengesellschaft (herein referred to as the "Bank" or "we") is offering
guaranteed global notes in the aggregate principal amount of $1,500,000,000 (the "Notes") unconditionally guaranteed
by the Republic of Austria (the "Guarantor").
The following particular terms apply to the Notes:
S
The Notes will be issued on July 3, 2012, which is the fifth
S
We may redeem all, but not fewer than all, of the Notes if
New York business day following the pricing of the Notes.
certain additional taxes are payable.
S
The Notes will mature on July 6, 2015 and be repaid at par
S
Interest is to be paid on January 6 and July 6 of each year,
value.
with the first interest payment to be made on January 6,
2013.
S
The Notes will bear interest from July 3, 2012 at a rate of
1.125% per annum, calculated on a 30/360 basis.
S
Additional Interest is payable only under certain limited
circumstances. See "Description of Guaranteed Debt
S
The Notes will be issued under a single global certificate
Securities" in the Prospectus.
structure.
S
The
Notes
will
be
denominated
in
minimum
S
The Notes will not be convertible, amortized or subject to a
denominations of $1,000 and integral multiples thereof.
sinking fund.
Application has been made to list the Notes on the regulated market of the Luxembourg Stock Exchange pursuant
to Chapter 2 of Part III of the Loi relative aux prospectus pour valeurs mobilières dated July 10, 2005 (the
"Luxembourg Prospectus Act").
The Notes will be represented by one or more global certificates which will not be exchangeable for definitive
notes. The one or more permanent global certificates (the "DTC Global Certificates"), which will be deposited with, or
on behalf of, The Depository Trust Company ("DTC"), will be issued in registered form and will represent the Notes
held by investors holding Notes through financial institutions that are participants in DTC. Euroclear Bank S.A./ N.V.,
as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, socie´te´ anonyme ("Clearstream,
Luxembourg") will hold interests in the DTC Global Certificates on behalf of their respective participants through their
respective depositaries, which in turn will hold such interests as participants in DTC. This International Prospectus
Supplement contains certain limited information about the offering of the Notes required for the listing of the Notes on
the Stock Exchange in Luxembourg. Detailed information concerning the offering is contained in the Prospectus and
the Prospectus Supplement, and we urge you to read this International Prospectus Supplement, the Prospectus and the
Prospectus Supplement in full.
The net proceeds we will receive from the sale of the Notes will be approximately $1.496 billion after deducting
the underwriting discounts and commissions.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY
SECURITIES COMMISSION OF A STATE OF THE UNITED STATES PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS INTERNATIONAL PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
BNP PARIBAS
Deutsche Bank
Goldman Sachs International
J.P. Morgan


OESTERREICHISCHE KONTROLLBANK AKTIENGESELLSCHAFT
Incorporation, Duration, Business and Registered Office
The Bank is an Austrian banking corporation which was incorporated under the laws of the Republic of
Austria ("Austria") in 1946 for an indefinite period of time.
The business of the Bank consists of the provision of specialized services in the Austrian economy outside
routine commercial banking functions. In 1950 the Bank became involved in the financing and promotion of
Austrian exports. Since the original adoption of the Export Promotion Act in 1964, which was replaced on
June 1, 1981 by the Export Guarantees Act of 1981 and which has since been amended (the "Export Guarantees
Act"), the Bank has acted as the sole agent of Austria for the administration of guarantees issued by Austria
thereunder covering commercial, political and foreign exchange risks in connection with Austrian exports. The
Bank also provides medium- and long-term financing to Austrian banks and foreign importers for export
transactions the repayment of which is guaranteed by Austria under the Export Guarantees Act. Substantially all
borrowings by the Bank in connection with export loan financing are guaranteed either as to principal and
interest, as to foreign exchange risk or as to both by Austria under the Export Financing Guarantees Act of 1981,
as amended (the "Export Financing Guarantees Act"). The Bank also engages in certain other financial activities
including non-export related lending to Austrian public entities, money market dealings and the organization and
administration of domestic bond issues. The Bank also operates the clearing system of the Vienna Stock
Exchange (in which context the Bank may be registered as the holder of shares of foreign companies which are
traded on the Vienna Stock Exchange). The Bank does not accept deposits from the general public or engage in
general lending or other commercial banking activities.
The Bank's registered office is at Am Hof 4, A-1010 Vienna, Austria.
Share Capital
The authorized share capital of the Bank is EUR 130 million divided into 880,000 ordinary no par value
shares, all of which are issued and fully paid. The shares are in registered form.
CAPITALIZATION
See "Oesterreichische Kontrollbank Aktiengesellschaft--Capitalization" in Exhibit (d) to amendment
no. 1 to the Annual Report on Form 18-K/A, dated June 22, 2012, incorporated by reference into the Prospectus.
There has been no material change in the long-term indebtedness and capital accounts of the Bank since June 22,
2012.
GENERAL INFORMATION
1.
The issue of the Notes has been authorized by a resolution dated June 26, 2012 of the Board of Management
(Vorstand) of the Bank.
2.
Application has been made to list the Notes on the regulated market of the Luxembourg Stock Exchange.
3.
This International Prospectus Supplement, together with the accompanying Prospectus Supplement dated
June 26, 2012 and the Prospectus dated October 27, 2009 (including the information incorporated therein by
reference), fulfills the requirements for a simplified prospectus pursuant to Chapter 2 of Part III of the
Luxembourg Prospectus Act. It does not constitute a prospectus pursuant to Part II of the Luxembourg
Prospectus Act transforming Directive 2003/71/EC (the "Prospectus Directive") into law in Luxembourg.
Accordingly, this International Prospectus Supplement, together with the accompanying Prospectus
Supplement dated June 26, 2012, and the Prospectus dated October 27, 2009 (including the information
incorporated therein by reference), does not purport to meet the format and the disclosure requirements of
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the Prospectus Directive and Commission Regulation (EC) No 809/2004 implementing the Prospectus
Directive, and it has not been, and will not be, submitted for approval to any competent authority within the
meaning of the Prospectus Directive. The Notes issued pursuant to this International Prospectus Supplement
will therefore not qualify for the benefit of the single European passport pursuant to the Prospectus
Directive.
4.
The Notes have been accepted for clearance through Clearstream, Luxembourg and Euroclear
(Common Code 080059400, ISIN US676167BG31, CUSIP 676167 BG3).
5.
As long as any of the Notes are listed on the Luxembourg Stock Exchange, the Bank will make available
(without charge) its audited annual financial statements at the offices of Banque Internationale a`
Luxembourg, société anonyme (the "Listing Agent"). The Bank does not publish interim financial
statements.
6.
As long as any of the Notes are listed on the Luxembourg Stock Exchange, the Bank will make available
(without charge) its corporate statutes (Satzung), as amended from time to time, at the offices of the Listing
Agent.
7.
As long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock
Exchange so require, all notices relating to the Notes will be published in a daily newspaper of general
circulation in Luxembourg, which newspaper will normally be the Luxemburger Wort. Such notices may
also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu).
8.
The Bank will also make available a copy of its Annual Report on Form 18-K, dated April 20, 2012, as
amended by Form 18-K/A, dated June 22, 2012, each incorporated into the Prospectus, on the website of the
Luxembourg Stock Exchange (www.bourse.lu).
9.
Except as disclosed herein or in the Prospectus Supplement, there has been no material adverse change in
the financial position or results of operations of the Bank since December 31, 2011.
10. The Bank is not involved in, nor does the Bank have knowledge of any threat of, any legal, arbitration,
administrative or other proceedings (whether as defendant or otherwise) the outcome of which is or may be
material in the context of the issue of the Notes.
11. Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) will act as fiscal
agent and principal paying agent (the "Fiscal Agent") in respect of the Notes pursuant to a Fiscal Agency
Agreement dated May 11, 1998 as amended by Supplemental Agency Agreement dated as of September 30,
2000 (the "Fiscal Agency Agreement") among the Bank, the Guarantor and the Fiscal Agent. The address of
the Fiscal Agent is 280 Park Avenue, New York, New York 10017. Payment of principal of and interest on
the Notes will be made in accordance with the terms and conditions of the Notes.
12. Copies of this International Prospectus Supplement, the Prospectus Supplement, the Prospectus, the Fiscal
Agency Agreement, the Underwriting Agreement and the documents referred to in "Where You Can Find
More Information" in the Prospectus Supplement may be obtained as from the date hereof free of charge at
the registered offices of the Bank in Vienna, Austria and the Listing Agent in Luxembourg.
13. The Bank's registered offices are situated at Am Hof 4, A-1010 Vienna, Austria, and the Bank is registered
at the Companies Register in Vienna under No. FN 857496.
14. The Notes are represented by one or more global certificates in registered form which will be deposited on
or about July 3, 2012 with Deutsche Bank Trust Company Americas as custodian for the Depositary Trust
Company. The guarantee is attached to each global certificate and is signed by a representative of the
Republic of Austria. For more information see "Clearing and Settlement" in the Prospectus. Copies of the
Notes and the Guarantee may be obtained as from the date hereof free of charge at the registered offices of
the Bank in Vienna, Austria, and the Listing Agent in Luxembourg.
15. As long as the Notes are in global form, the Bank will maintain an intermediary agent in Luxembourg
between the Bank and the noteholders. In the case that definitive certificates will be issued, notice will be
made by the Bank describing the modalities of payment and transfer in Luxembourg.
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The Luxembourg Stock Exchange takes no responsibility for the contents of this International Prospectus
Supplement and the accompanying Prospectus Supplement, Pricing Supplement and Prospectus, makes no
representations as to their accuracy or completeness and expressly disclaims any liability for any loss arising
from or in reliance upon the whole or any part of the contents of this International Prospectus Supplement and
the accompanying Prospectus Supplement, Pricing Supplement and Prospectus. The Bank, having made all
reasonable inquiries, confirms that the International Prospectus Supplement, the Prospectus Supplement, the
Pricing Supplement and the Prospectus contain all information with regard to the Bank and the Notes which is
material in the context of the issue of the Notes, that the information contained in the International Prospectus
Supplement, the Prospectus Supplement, the Pricing Supplement and the Prospectus is true and accurate in all
material respects and is not misleading, that the opinions and intentions expressed therein are honestly held and
that there are no other facts the omission of which makes the International Prospectus Supplement, the
Prospectus Supplement, the Pricing Supplement and the Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading; the Bank accepts responsibility accordingly.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated October 27, 2009)
$1,500,000,000
Oesterreichische Kontrollbank Aktiengesellschaft
1.125% Guaranteed Global Notes Due 2015
Unconditionally Guaranteed by the
Republic of Austria
(the "Notes")
Issued under the Global Issuance Facility
Oesterreichische Kontrollbank Aktiengesellschaft is offering Notes in an aggregate principal amount of
$1,500,000,000.
The following particular terms apply to the Notes:
S
The Notes will be issued on July 3, 2012, which is
S
We may redeem all, but not fewer than all, of the
the fifth New York business day following the
Notes if certain additional taxes are payable.
pricing of the Notes.
S
Interest is to be paid on January 6 and July 6 of each
S
The Notes will mature on July 6, 2015.
year, with the first interest payment to be made on
January 6, 2013.
S
The Notes will bear interest at a rate of 1.125% per
annum, calculated on a 30/360 basis.
S
Additional Interest is payable only under certain
limited circumstances. See "Description of Notes".
S
The Notes will be issued under a single global
certificate structure.
S
The Notes will be denominated in minimum
denominations of $1,000 and integral multiples
S
The Notes will not be convertible, amortized or
subject to a sinking fund.
thereof.
We intend to apply to list the Notes on the regulated market of the Luxembourg Stock Exchange in accordance
with its terms.
Proceeds to
Oesterreichische
Underwriters'
Kontrollbank
Price to Public
Commissions
Aktiengesellschaft
Per Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.861%
0.100%
99.761%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,497,915,000
$1,500,000
$1,496,415,000
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these
securities, or determined if this prospectus supplement or the accompanying prospectus are truthful or complete. Any
representation to the contrary is a criminal offense.
BNP PARIBAS Deutsche Bank Goldman Sachs International J.P. Morgan
June 26, 2012


TABLE OF CONTENTS
PAGE
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
APPLICATION OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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INTRODUCTION
You should read this Prospectus Supplement with the Prospectus, which contains and incorporates by
reference information regarding Oesterreichiche Kontrollbank Aktiengesellschaft (the "Bank", "we" or "us"), the
Republic of Austria and other matters, including a description of certain terms of the Notes offered under this
program. You may also find additional information concerning the Bank and the Republic of Austria and the
Notes in the Registration Statement (Registration No. 333-161148) filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and relating to the securities of the Bank described in
the Prospectus.
WHERE YOU CAN FIND MORE INFORMATION
This Prospectus Supplement is part of a registration statement we filed with the SEC. We file reports and
other information with the SEC. You may read and copy any document we file at the SEC's public reference
room at 450 Fifth Street, N.W., Washington, DC 20549. Please call the SEC at 1-800-SEC-0300 for further
information on the public reference room. All filings made after November 4, 2002 are also available online
through the SEC's EDGAR electronic filing system. Access to EDGAR can be found on the SEC's website,
www.sec.gov.
You should rely only on the information provided or incorporated by reference in this Prospectus
Supplement or the accompanying Prospectus. We have not authorized anyone else to provide you with different
information. We are not making an offer of the Notes in any state where the offer is not permitted. You should
not assume that the information in this Prospectus Supplement or the Prospectus is accurate as of any date other
than that of the date on the front of those documents.
See also "Where You Can Find More Information" in the Prospectus.
APPLICATION OF PROCEEDS
We will use the net proceeds from the sale of the Notes to finance export transactions, either directly or by
repaying borrowings incurred to finance such transactions, as further described in the Prospectus.
References to "U.S. dollars" or "$" are to the currency of the United States of America.
DESCRIPTION OF NOTES
This Prospectus Supplement, including the final term sheet included as Annex A in this Prospectus
Supplement, describes the particular terms of the Notes. The Prospectus Supplement supplements the description
of the general terms of the Guaranteed Debt Securities set forth in the Prospectus; the description in this
Prospectus Supplement supersedes the description in the Prospectus to the extent they are inconsistent.
We issue the Notes under a fiscal agency agreement dated as of May 11, 1998 as amended by a
supplemental agreement dated September 30, 2000 among the Bank, the Republic of Austria and Deutsche Bank
Trust Company Americas (formerly known as Bankers Trust Company), as fiscal agent (the "Fiscal Agency
Agreement"). This contract sets forth the types of Notes we may issue and the terms on which we will make
payments on the Notes.
The Prospectus contains a summary of the terms and conditions of the Notes and the Fiscal Agency
Agreement under the heading "Description of Guaranteed Debt Securities". In addition to the Principal Paying
Agent described in the accompanying Prospectus, we have appointed Deutsche Bank Luxembourg S.A. as
Paying Agent in Luxembourg.
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For more information, you may review the form of guaranteed debt securities and the Fiscal Agency
Agreement as filed with the SEC. See "Where You Can Find More Information" on how to locate this
information. A "Business Day" in connection with the Notes means any day except a day on which banks are not
open for business in London or New York.
The Notes will be issued under a single global certificate structure, as further described in the Prospectus.
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PLAN OF DISTRIBUTION
BNP Paribas, Deutsche Bank AG, London Branch, Goldman Sachs International and J.P. Morgan Securities
Ltd. (the "Underwriters") have, pursuant to the Underwriting Agreement, agreed with the Bank to subscribe and
pay for the $1,500,000,000 principal amount of Notes at 99.861% of their principal amount less a commission of
0.100% of such principal amount of the Notes for management and underwriting.
Subject to the terms and conditions set forth in the Underwriting Agreement, the Underwriters named below
have agreed to purchase, and we have agreed to sell to the Underwriters, the principal amount of Notes set forth
below.
Underwriter
Principal Amount
BNP Paribas
10 Harewood Avenue
London NW1 6AA, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ 375,000,000
Deutsche Bank AG, London Branch
Winchester House, 1 Great Winchester Street
London EC2N 2DB, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
375,000,000
Goldman Sachs International
Peterborough Court, 133 Fleet Street
London EC4A 2BB, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
375,000,000
J.P. Morgan Securities Ltd.
125 London Wall
London EC2Y 5AJ, United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
375,000,000
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$1,500,000,000
Under the terms and conditions of the Underwriting Agreement, the Underwriters are committed to take and
pay for all of the Notes, if any are taken.
Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of the
Notes, has represented and agreed that: (a) it has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or inducement to engage in investment activity (within
the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA")) received by it in
connection with the issue or sale of such Notes in circumstances in which section 21(1) of the FSMA does not apply
to the Bank or the Guarantor; and (b) it has complied and will comply with all applicable provisions of the FSMA
with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
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Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of
the Notes, also represents and agrees with the Bank that:
S
any offering of the Notes in Austria will be made in compliance with the provisions of the Austrian
Capital Markets Act and other applicable laws or regulations of Austria; and
S
any offering and sale of the Notes in the Federal Republic of Germany ("Germany") will be made in
accordance with the provisions of the German Securities Prospectus Act (Wertpapierprospektgesetz) of
June 22, 2005, as amended, and any other laws applicable in Germany governing the issue, sale and
offering of securities.
Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of
the Notes, severally represents to and agrees with the Bank that in relation to each Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect
from and including the date on which the Prospectus Directive is implemented in that Relevant Member State
(the "Relevant Implementation Date") it has not made and will not make an offer of the Notes to the public in
that Relevant Member State prior to the publication of a prospectus in relation to the Notes which has been
approved by the competent authority in that Relevant Member State or, where appropriate, approved in another
Relevant Member State and published and notified to the competent authority in that Relevant Member State, all
in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant
Implementation Date, make an offer of the Notes to the public in that Relevant Member State at any time:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior
consent of the Lead Underwriters for any such offer; or
(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no
such offer of Notes shall require the Bank or any Underwriter to publish a prospectus pursuant to
Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes
in any Relevant Member State means the communication in any form and by any means of sufficient information
on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe
for the Notes, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State, the expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in the Relevant Member State and the
expression "2010 PD Amending Directive" means Directive 2010/73/EU.
Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial
distribution of the Notes represents and agrees with the Bank that it has not offered or sold and will not offer or
sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as
used herein means any person resident in Japan, including any corporation or other entity organized under the
laws of Japan) or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of a
resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) and
any other applicable laws, regulations and ministerial guidelines of Japan.
Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial
distribution of the Notes, agrees that it and each such affiliate has not offered, sold or delivered and it and they
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