Bond Österreichische Kontrollbank AG 0.5% ( US676167CC18 ) in USD

Issuer Österreichische Kontrollbank AG
Market price 99.54 %  ▲ 
Country  Austria
ISIN code  US676167CC18 ( in USD )
Interest rate 0.5% per year ( payment 2 times a year)
Maturity 01/02/2026 - Bond has expired



Prospectus brochure of the bond Oesterreichische Kontrollbank US676167CC18 in USD 0.5%, expired


Minimal amount /
Total amount /
Cusip 676167CC1
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 Bond issued by Österreichische Kontrollbank AG ( Austria ) , in USD, with the ISIN code US676167CC18, pays a coupon of 0.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 01/02/2026







INTERNATIONAL PROSPECTUS SUPPLEMENT DATED FEBRUARY 2, 2021
(To Prospectus Supplement dated January 26, 2021 and to Prospectus dated September 14, 2018)
U.S.$1,500,000,000
Oesterreichische Kontrollbank Aktiengesellschaft
0.500% Guaranteed Global Notes Due 2026
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 February 2, 2021, which is the
S
We may redeem all, but not fewer than all, of the Notes if
fifth New York business day following the pricing of the
certain additional taxes are payable.
Notes.
S
Interest is to be paid on February 2 and August 2 of each
S
The Notes will mature on February 2, 2026 and be repaid at
year, with the first interest payment to be made on
par value.
August 2, 2021.
S
The Notes will bear interest from February 2, 2021 at a rate
S
Additional Interest is payable only under certain limited
of 0.500% per annum, calculated on a 30/360 basis.
circumstances. See "Description of Guaranteed Debt
S
Securities" in the Prospectus.
The Notes will be issued under a single global certificate
structure.
S
The
Notes
will
be
denominated
in
minimum
S
denominations of $1,000 and integral multiples thereof.
The Notes will not be convertible, amortized or subject to a
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 16, 2019
(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 SA/NV, as
operator of the Euroclear System ("Euroclear"), and Clearstream Banking S.A. ("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 $1.493 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.
BofA Securities
Citigroup
Deutsche Bank
Goldman Sachs Bank Europe


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 services outside routine commercial banking functions
to the Austrian economy. 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 under this Act covering
commercial, political and foreign exchange risks in connection with Austrian exports. The Bank also provides
medium- and long-term financing to 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 Bank also
engages in certain other financial activities including the organization and administration of domestic bond
issues, in particular bond offerings by Austria. CCP Austria Abwicklungsstelle fu¨r Bo¨rsengescha¨fte GmbH, or
CCP.A, a joint venture between the Bank and the Vienna Stock Exchange, operates the clearing system of the
Vienna Stock Exchange. Since September 12, 2015, the Bank's subsidiary OeKB CSD GmbH, or OeKB CSD,
operates the business of the Austrian central securities depository (Wertpapiersammelbank) which before was
operated by the Bank for five decades. It was transferred to OeKB CSD from the Bank due to regulatory
requirements. OeKB CSD is a company with limited liability and acts as central securities depository for Austria
pursuant to the Austrian Securities Deposit Act. 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. 3
to the Annual Report on Form 18-K, dated January 22, 2021, incorporated by reference into the Prospectus.
There has been no material change in the long-term indebtedness and capital accounts of the Bank since
January 22, 2021.
GENERAL INFORMATION
1.
The issue of the Notes has been authorized by a resolution dated January 26, 2021 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
January 26, 2021 and the Prospectus dated September 14, 2018 (including the information incorporated
therein by reference), fulfills the requirements for an alleviated 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 implementing certain provisions of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") into law in
Luxembourg. Accordingly, this International Prospectus Supplement, together with the accompanying
IS-2


Prospectus Supplement dated January 26, 2021 and the Prospectus dated September 14, 2018 (including the
information incorporated therein by reference), does not purport to meet the format and the disclosure
requirements of the Prospectus Regulation and Commission Delegated Regulation (EU) 2019/980, and it
has not been, and will not be, submitted for approval to any competent authority within the meaning of the
Prospectus Regulation. 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 Regulation.
4.
The Notes have been accepted for clearance through Clearstream, Luxembourg and Euroclear (Common
Code 229435949, ISIN US676167CC18, CUSIP 676167 CC1).
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 30, 2020, as
amended by Amendment No. 1 dated September 4, 2020, Amendment No. 2 dated September 17, 2020 and
Amendment No. 3 dated January 22, 2021, 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, 2019.
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 as of May 11, 1998 as amended by a 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 February 2, 2021 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.
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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.
16. The Legal Entity Identifier (LEI) code of the Bank is 5299000OVRLMF858L016.
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.
IS-4


PROSPECTUS SUPPLEMENT
(To Prospectus dated September 14, 2018)
$1,500,000,000
Oesterreichische Kontrollbank Aktiengesellschaft
0.500% Guaranteed Global Notes Due 2026
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 February 2, 2021, which
S
We may redeem all, but not fewer than all, of the
is 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 February 2 and August 2 of
S
The Notes will mature on February 2, 2026.
each year, with the first interest payment to be made
S
on August 2, 2021.
The Notes will bear interest from February 2, 2021 at
a rate of 0.500% per annum, calculated on a 30/360
S
Additional Interest is payable only under certain
basis.
limited circumstances. See "Description of Notes".
S
The Notes will be issued under a single global
S
The Notes will be denominated in minimum
certificate structure.
denominations of $1,000 and integral multiples
S
thereof.
The Notes will not be convertible, amortized or
subject to a sinking fund.
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.690%
0.125%
99.565%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,495,350,000
$1,875,000
$1,493,475,000
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.
BofA Securities
Citigroup
Deutsche Bank
Goldman Sachs Bank Europe
January 26, 2021


TABLE OF CONTENTS
PAGE
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
APPLICATION OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
DESCRIPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-3
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-5
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-8
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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. 333-226311) 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 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 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 "$" or "US$" 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 agency agreement dated as of 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
BofA Securities Europe SA, Citigroup Global Markets Europe AG, Deutsche Bank Aktiengesellschaft and
Goldman Sachs Bank Europe SE (the "Underwriters") have, pursuant to the Underwriting Agreement, agreed
with the Bank to subscribe and pay for the $1,500,000,000 principal amount of Notes at 99.690% of their
principal amount less a commission of 0.125% of such principal amount of the Notes for management and
underwriting.
Subject to the terms and conditions set forth in the Underwriting Agreement, the Underwriters named below
have agreed to purchase, and we have agreed to sell to the Underwriters, the principal amount of Notes set forth
below.
Underwriter
Principal Amount
BofA Securities Europe SA
51 rue La Boe´tie
75008 Paris
France . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ 375,000,000
Citigroup Global Markets Europe AG
Reuterweg 16
60323 Frankfurt am Main
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ 375,000,000
Deutsche Bank Aktiengesellschaft
Mainzer Landstrasse 11-17
60329 Frankfurt am Main
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ 375,000,000
Goldman Sachs Bank Europe SE
Marienturm, Taunusanlage 9-10
60329 Frankfurt am Main
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
US$ 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 not made and will not make an offer of the Notes to the public in the United Kingdom, except
that it may make an offer of such Notes to the public in the United Kingdom: (i) at any time to any
legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; (ii) at
any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article
2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the
Lead Underwriters for any such offer; or (iii) at any time in any other circumstances falling within
section 86 of the Financial Services and Markets Act 2000 (the "FSMA"), provided that no such offer
of Notes referred to in (ii) to (iii) above shall require the Bank or any Underwriter to publish a
prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of
the UK Prospectus Regulation;
(b) 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 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
(c) 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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For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes
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 and the
expression UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018.
Each Underwriter, on behalf of itself and each of its affiliates that participates in the initial distribution of
the Notes, has also represented and agreed 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 (Kapitalmarktgesetz) 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 any 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 has represented to and agreed with the Bank that in relation to each Member State of the
European Economic Area (each a "Relevant State") it has not made and will not make an offer of the Notes to the
public in that Relevant State prior to the publication of a prospectus in relation to the Notes which has been
approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant
State and published and notified to the competent authority in that Relevant State, all in accordance with the
Prospectus Regulation, except that it may make an offer of the Notes to the public in that Relevant State at any
time:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Regulation;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus
Regulation), as permitted under the Prospectus Regulation, subject to obtaining the prior consent of the
Lead Underwriters for any such offer; or
(c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation; 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 Regulation or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes
in any Relevant 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 and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 (and any amendments
thereto).
Each of the Underwriters, on behalf of itself and each of its affiliates that participates in the initial
distribution of the Notes has represented and agreed 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.
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of
the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration
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