Bond SpareBank1 Østlandet 1.63% ( XS1715328339 ) in EUR

SpareBank1 Østlandet

100 % ⇌

Norway

XS1715328339 ( in EUR )

1.63% per year ( payment 1 time a year)

08/11/2032

Prospectus brochure of the bond SPAREBANK 1 OSTLANDET XS1715328339 en EUR 1.63%, maturity 08/11/2032

09/11/2026 ( In 219 days )

SpareBank 1 Ostlandet is a Norwegian regional savings bank operating primarily in the eastern region of Norway, offering a range of financial services to individuals and businesses.

The Bond issued by SpareBank1 Østlandet ( Norway ) , in EUR, with the ISIN code XS1715328339, pays a coupon of 1.63% per year.
The coupons are paid 1 time per year and the Bond maturity is 08/11/2032

PROSPECTUS
17 June 2020

SPAREBANK 1 SMN
(incorporated with limited liability in Norway)
SPAREBANK 1 NORD-NORGE
(incorporated with limited liability in Norway)
SPAREBANK 1 ØSTLANDET
(incorporated with limited liability in Norway)
10,000,000,000
Euro Medium Term Note Programme (the "Programme")
This Prospectus (as defined below) supersedes the Prospectus dated 17 June 2019 relating to the 10,000,000,000 Euro Medium Term
Note Programme of SpareBank 1 SMN, SpareBank 1 Nord-Norge and SpareBank 1 Østlandet (formerly Sparebanken Hedmark) (each an "Issuer"
and together the "Issuers"). This Prospectus does not affect any Notes already issued. This document constitutes three base prospectuses for the
purposes of Article 8 of Regulation (EU) 2017/1129 (the "Prospectus Regulation") , (i) the base prospectus for SpareBank 1 SMN, in respect of non-
equity securities within the meaning of Article 16 of the Commission Regulation (EU) 2019/980 of 14 March 2019 (the "Notes") to be issued by
SpareBank 1 SMN under the Programme, (ii) the base prospectus for SpareBank 1 Nord-Norge in respect of Notes to be issued by SpareBank 1 Nord-
Norge under the Programme, and (iii) the base prospectus for SpareBank 1 Østlandet in respect of the Notes to be issued by SpareBank 1 Østlandet
under the Programme (together, the "Prospectus").
Under the Programme each Issuer may from time to time issue Notes denominated in any currency agreed between the relevant Issuer and
the relevant Dealer (as defined below). The Notes of each Issuer will be obligations of that Issuer alone.
As more fully described herein, Notes may be issued (i) on an unsubordinated basis ("Senior Preferred Notes"); (ii) on a non-preferred
basis ("Senior Non-Preferred Notes"); or (iii) on a subordinated basis as provided in "Terms and Conditions of the Notes" herein ("Subordinated
Notes"). The Terms and Conditions of Subordinated Notes will not contain any events of default.
The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed
10,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as
described herein.
The Notes may be issued on a continuing basis to one or more of the Dealers specified under "General Description of the Programme"
and any additional Dealer appointed under the Programme from time to time by an Issuer (each a "Dealer" and together the "Dealers"), which
appointment may be for a specific issue or on an ongoing basis. References in this Prospectus to the "relevant Dealer" shall, in the case of an issue of
Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.
An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".
This Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the "CSSF") as
competent authority under the Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not be considered as an endorsement of the
Issuers or of the quality of the Notes. Investors should make their own assessment as to the suitability of investing in the Notes. The CSSF assumes
no responsibility for the economic and financial soundness of the transactions contemplated by this Prospectus or the quality or solvency of the
Issuers. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the
Luxembourg Stock Exchange's regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. This Base Prospectus will
be available on the website of the Luxembourg Stock Exchange (www.bourse.lu) for a period of ten years form the date hereof.
References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on
the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The
Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive
2014/65/EU).
This Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date in relation to Notes which are
to be admitted to trading on a regulated market in the European Economic Area (the "EEA"). For these purposes, reference to the EEA include the
United Kingdom. The obligation to supplement this Prospectus in the event of a significant new factor, material mistake or material inaccuracy does
not apply when this Prospectus is no longer valid. The Prospectus is valid up to and including 16 June 2021.
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a
regulated market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4)
and/or 3(2) of the Prospectus Regulation (and for these purposes, references to the EEA include the United Kingdom). References in this
Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Regulation. The CSSF
has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other
information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will (other than in the case of
Exempt Notes, as defined above) be set out in a final terms document (the "Final Terms") which will be filed with the CSSF.
Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the
Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any)
payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing
supplement document (the "Pricing Supplement").
The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or
markets as may be agreed between the relevant Issuer and the relevant Dealer. Each Issuer may also issue unlisted Notes and/or Notes not admitted to
trading on any market.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any U.S.
State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in
Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with
all applicable securities laws of any state of the United States and any other jurisdiction.

SpareBank 1 Nord-Norge has been rated "Aa3" by Moody's Investors Service Limited ("Moody's"). SpareBank 1 SMN has been rated
"A1" by Moody's. SpareBank 1 Østlandet has been rated "Aa3" by Moody's. Moody's is established in the European Union and is registered under
Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, Moody's is included in the list of credit rating agencies published by
the European Securities and Markets Authority ("ESMA") on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated by Moody's. Where a Tranche of Notes is rated,
such rating will be disclosed in the Final Terms (or Pricing Supplement, in the case of Exempt Notes) and will not necessarily be the same as the
rating assigned to the relevant Issuer. 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.
Amounts payable on Floating Rate Notes will be calculated by reference to LIBOR, EURIBOR or CMS Rate as specified in the relevant
Final Terms. As at the date of this Prospectus, the administrator of LIBOR and CMS Rate (ICE Benchmark Administration Limited) and the
administrator of EURIBOR (European Money Markets Institute) are included in ESMA's register of administrators under Article 36 of the Regulation
(EU) No. 2016/1011 (the "Benchmarks Regulation").
Arranger
BofA Merrill Lynch
Dealers

BNP PARIBAS
BofA Merrill Lynch
Commerzbank
DekaBank
HSBC
J.P. Morgan
Landesbank Baden-Württemberg
UBS Investment Bank

IMPORTANT INFORMATION
This Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued
under the Programme for the purposes of Article 8 of the Prospectus Regulation. When used in this
Prospectus, "Prospectus Regulation" means Regulation (EU) 2017/1129.
Each Issuer accepts responsibility for the information contained in this Prospectus and the Final
Terms or, as the case may be, the Pricing Supplement for each Tranche of Notes issued under the
Programme. To the best of the knowledge of each Issuer (each having taken all reasonable care to ensure
that such is the case) the information contained in this Prospectus is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Certain information in the "Business Description SpareBank 1 Østlandet" section on pages 124 and
125 has been extracted from certain third party sources as specified therein. SpareBank 1 Østlandet
confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to
ascertain from information published by such sources, no facts have been omitted which would render the
reproduced information inaccurate or misleading.
Subject as provided in the applicable Final Terms, the only persons authorised to use this
Prospectus in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers, as the case may be.
This Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Documents Incorporated by Reference"). This Prospectus shall be read
and construed on the basis that those documents are incorporated and form part of this Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference"), the information on the websites to which this Prospectus refers
does not form part of this Prospectus and has not been scrutinised or approved by the CSSF.
The Dealers have not independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Dealers as to the accuracy or completeness of the information contained or incorporated in
this Prospectus or any other information provided by any Issuer in connection with the Programme. No
Dealer accepts any liability in relation to the information contained or incorporated by reference in this
Prospectus or any other information provided by any Issuer in connection with the Programme.
No person is or has been authorised by any Issuer to give any information or to make any
representation not contained in or not consistent with this Prospectus 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 any of the Issuers or any of the Dealers.
Neither this Prospectus nor any other information supplied in connection with the Programme or
any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as
a recommendation by any of the Issuers or any of the Dealers that any recipient of this Prospectus or any
other information supplied in connection with the Programme or any Notes should purchase any Notes.
Each investor contemplating purchasing any Notes should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of any of the Issuers. Neither
this Prospectus nor any other information supplied in connection with the Programme or the issue of any
Notes constitutes an offer or invitation by or on behalf of any of the Issuers or any of the Dealers to any
person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained in it concerning any Issuer is correct at any time
subsequent to its date or that any other information supplied in connection with the Programme is correct as
of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do
not undertake to review the financial condition or affairs of any Issuer during the life of the Programme or
to advise any investor in Notes issued under the Programme of any information coming to their attention.

3

IMPORTANT EEA AND UK RETAIL INVESTORS  If the Final Terms in respect of any Notes
(or Pricing Supplement, in the case of Exempt Notes) includes a legend entitled "Prohibition of Sales to EEA
and UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA or in the United
Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK has been
prepared and therefore offering or selling the Notes or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes (or
Pricing Supplement, in the case of Exempt Notes) will include a legend entitled "MiFID II product
governance" which will outline the target market assessment in respect of the Notes and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the
Notes (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the
Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
MIFID Product Governance Rules.
CRA Regulation In general, European (including United Kingdom) regulated investors are
restricted under the CRA Regulation from using credit ratings for regulatory purposes, unless such ratings
are issued by a credit rating agency established in the EU or the United Kingdom and registered under the
CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional
provisions that apply in certain circumstances. Such general restriction will also apply in the case of credit
ratings issued by non-EU and non-UK credit rating agencies, unless the relevant credit ratings are endorsed
by an EU-registered or UK-registered credit rating agency or the relevant non-EU and non-UK rating
agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as
the case may be, has not been withdrawn or suspended, subject to transitional provisions that apply in
certain circumstances). If the status of the rating agency rating the Notes changes, European (including
United Kingdom) regulated investors may no longer be able to use the rating for regulatory purposes and
the Notes may have a different regulatory treatment. This may result in European (including United
Kingdom) regulated investors selling the Notes which may impact the value of the Notes and any secondary
market. The list of registered and certified rating agencies published by ESMA on its website in accordance
with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in
such list, as there may be delays between certain supervisory measures being taken against a relevant rating
agency and the publication of the updated ESMA list. Certain information with respect to the credit rating
agencies and ratings is set out on the cover of this Prospectus.

4

IMPORTANT INFORMATION RELATING TO THE USE OF THIS PROSPECTUS AND OFFERS OF
NOTES GENERALLY
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain
jurisdictions. Each Issuer and the Dealers do not represent that this Prospectus may be lawfully distributed,
or that any 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 any
of the Issuers or the Dealers which is intended to permit a public offering of any Notes or distribution of this
document in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be
offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other offering
material may be distributed or published in any jurisdiction, except under circumstances that will result in
compliance with any applicable laws and regulations. Persons into whose possession this Prospectus or any
Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this
Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of this
Prospectus and the offer or sale of Notes in the United States, the EEA (including, for these purposes, the
United Kingdom) and Japan (see "Subscription and Sale").
This Prospectus has been prepared on the basis that any offer of Notes in any Member State of the
EEA and the United Kingdom (each, a "Relevant State") must be made pursuant to an exemption under the
Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly any
person making or intending to make an offer of Notes in that Relevant State may only do so in circumstances
in which no obligation arises for the relevant Issuer or any Dealer to publish a prospectus pursuant to
Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer. Neither the relevant Issuer nor any Dealer have
authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation
arises for the relevant Issuer or any Dealer to publish or supplement a prospectus for such offer.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes
must determine the suitability of that investment in light of its own circumstances. In particular, each
potential investor may wish to consider, either on its own or with the help of its financial and other
professional advisers, whether it:
(i)
has 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 or incorporated by reference in this
Prospectus 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 the Notes 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 Notes with principal or interest payable in one or more currencies, or where the currency
for principal or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of any
relevant indices and 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.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each
potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are
legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other
restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal

5

advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable
risk-based capital or similar rules.
PRESENTATION OF OTHER INFORMATION
All references in this document to "U.S. dollars", "U.S.$" and "$" are to United States dollars, all
references to "Yen" and "¥" are to Japanese Yen and all references to "NOK" are to Norwegian Kroner. In
addition, all references to "Sterling" and "£" refer to pounds sterling and to "euro" and "" refer to the
currency introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union, as amended.
TABLE OF CONTENTS
Overview of the Programme ................................. 7
Business Description of Sparebank 1
Risk Factors ......................................................... 15
Nord-Norge .......................................... 116
Documents Incorporated by Reference ............... 33
Business Description of Sparebank 1
Form of the Notes ................................................ 38
Østlandet .............................................. 124
Applicable Final Terms ....................................... 40
Taxation ............................................................ 133
Terms and Conditions of the Notes ..................... 67
Subscription and Sale ........................................ 136
Use of Proceeds ................................................. 103
General Information .......................................... 140
The Sparebank 1 Alliance ................................. 104

Business Description of Sparebank 1
SMN ..................................................... 106
_________________________
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Managers(s)) in the applicable
Final Terms or Pricing Supplement 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, stabilisation
may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any
time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes
and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any
Stabilisation Manager(s)) in accordance with all applicable laws and rules.

6

OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes, the applicable Final Terms (or, in the case of Exempt Notes, the applicable Pricing
Supplement).
This Overview constitutes a general description of the Programme for the purposes of Article 25(1)
of Commission Delegated Regulation (EU) No 2019/980 (the "Delegated Regulation").
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
shall have the same meanings in this Overview.

Issuers:
SpareBank 1 SMN

SpareBank 1 Nord-Norge

SpareBank 1 Østlandet
Legal Identifier Number (LEI):
SpareBank 1 SMN: 7V6Z97IO7R1SEAO84Q32

SpareBank 1 Nord-Norge: 549300SXM92LQ05OJQ76

SpareBank 1 Østlandet: 549300VRM6G42M8OWN49
Guarantor:
None
Description:
Euro Medium Term Note Programme
Arranger:
Merrill Lynch International
Dealers:
BNP Paribas

BofA Securities Europe SA
Commerzbank Aktiengesellschaft

DekaBank Deutsche Girozentrale
HSBC Bank plc

J.P. Morgan Securities plc
Landesbank Baden-Württemberg

Merrill Lynch International

UBS Europe SE

and any other Dealers appointed in accordance with the Programme
Agreement.
Risk Factors:
There are certain factors that may affect the relevant Issuer's ability to
fulfil its obligations under Notes issued under the Programme. In
addition, there are certain factors which are material for the purpose of
assessing the market risks associated with Notes issued under the
Programme, and risks relating to the structure of a particular Series of
Notes issued under the Programme. All of these are set out under
"Risk Factors".
Certain Restrictions:
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale")

7

including the following restrictions applicable at the date of this
Prospectus.

Notes having a maturity of less than one year

Notes having a maturity of less than one year will, if the issue
proceeds are accepted in the United Kingdom, constitute deposits for
the purposes of the prohibition on accepting deposits contained in
section 19 of the Financial Services and Markets Act 2000 ("FSMA")
unless they are issued to a limited class of professional investors and
have a denomination of at least £100,000 or its equivalent (see
"Subscription and Sale").

Under the Prospectus Regulation, prospectuses relating to money
market instruments having a maturity at issue of less than 12 months
and complying also with the definition of securities are not subject to
the approval provisions stated therein.
Issuing and Principal Paying
Citibank, N.A., London Branch
Agent:
Paying Agent and Luxembourg
Banque Internationale à Luxembourg S.A.
Listing Agent:
Programme Size:
Up to 10,000,000,000 (or its equivalent in other currencies calculated
as described in the Programme Agreement) outstanding at any time.
The Issuers may increase the amount of the Programme in accordance
with the terms of the Programme Agreement.
Distribution:
Notes may be distributed by way of private or public placement and in
each case on a syndicated or non-syndicated basis.
Currencies:
Subject to any applicable legal or regulatory restrictions, Notes may be
denominated in euro (as defined), Norwegian Kroner, U.S. dollars,
Yen, Sterling and any other currency agreed between the relevant
Issuer and the relevant Dealer.
Maturities:
The Notes will have such maturities as may be agreed between the
relevant Issuer and the relevant Dealer, subject to such minimum or
maximum maturities as may be allowed or required from time to time
by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant Issuer or the relevant Specified
Currency. Unless otherwise permitted by then current laws,
regulations and directives, Subordinated Notes will have a minimum
maturity of at least five years.
Issue Price:
Notes may be issued on a fully-paid or, in the case of Exempt Notes, a
partly-paid basis and at an issue price which is at par or at a discount
to, or premium over, par.
Form of Notes:
The Notes will be issued in bearer form as described in "Form of the
Notes".
Fixed Rate Notes:
Fixed interest will be payable on such date or dates as may be agreed
between the relevant Issuer and the relevant Dealer and on
redemption, and will be calculated on the basis of such Day Count

8

Fraction as may be agreed between the relevant Issuer and the relevant
Dealer.
Floating Rate Notes:
Floating Rate Notes will bear interest at a rate determined:

(i)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2006 ISDA
Definitions (as published by the International Swaps and
Derivatives Association, Inc., and as amended and updated as
at the Issue Date of the first Tranche of the Notes of the
relevant Series); or

(ii)
on the basis of the reference rate set out in the applicable Final
Terms (or, in the case of Exempt Notes, Pricing Supplement).

Interest on Floating Rate Notes in respect of each Interest Period, as
agreed prior to issue by the relevant Issuer and the relevant Dealer,
will be payable on such Interest Payment Dates, and will be calculated
on the basis of such Day Count Fraction, as may be agreed between
the relevant Issuer and the relevant Dealer.

The margin (if any) relating to such floating rate will be agreed
between the relevant Issuer and the relevant Dealer for each Series of
Floating Rate Notes.

Floating Rate Notes may also have a maximum interest rate, a
minimum interest rate or both.
Benchmark Replacement:
In the case of Notes where the applicable Final Terms specify that
Condition 4(e) (Benchmark replacement) applies, if the relevant Issuer
(in consultation with the Agent (or the person specified in the
applicable Final Terms as the party responsible for calculating the
Rate of Interest and the Interest Amount(s))) determines that a
Benchmark Event (as defined in the Terms and Conditions of the
Notes) has occurred when any Rate of Interest (or the relevant
component part thereof) remains to be determined by reference to an
Original Reference Rate, then the relevant Issuer shall use reasonable
endeavours to appoint and consult with an Independent Adviser, as
soon as reasonably practicable, for the determination (with the
relevant Issuer's agreement) of a Successor Rate or, alternatively, if
the Independent Adviser and the relevant Issuer agree that there is no
Successor Rate, an alternative rate and, in either case, an alternative
screen page or source and an Adjustment Spread (if applicable) no
later than three Business Days prior to the relevant Interest
Determination Date relating to the next succeeding Interest Period.
Zero Coupon Notes:
Zero Coupon Notes will be offered and sold at a discount to their
nominal amount and will not bear interest.
Exempt Notes:
Each Issuer may issue Exempt Notes which are Index Linked Notes,
Dual Currency Notes, Partly Paid Notes or Notes redeemable in one or
more instalments.

Index Linked Notes: Payments of principal in respect of Index Linked
Redemption Notes or of interest in respect of Index Linked Interest

9

Notes will be calculated by reference to such index and/or formula or
to changes in the prices of securities or commodities or to such other
factors as the relevant Issuer and the relevant Dealer may agree.

Dual Currency Notes: Payments (whether in respect of principal or
interest and whether at maturity or otherwise) in respect of Dual
Currency Notes will be made in such currencies, and based on such
rates of exchange, as the relevant Issuer and the relevant Dealer may
agree.

Partly Paid Notes: The Issuers may issue Notes in respect of which
the issue price is paid in separate instalments in such amounts and on
such dates as the relevant Issuer and the relevant Dealer may agree.

Notes redeemable in instalments: The Issuers may issue Notes which
may be redeemed in separate instalments in such amounts and on such
dates as the relevant Issuer and the relevant Dealer may agree.

The relevant Issuer may agree with any Dealer that Exempt Notes may
be issued in a form not contemplated by the Terms and Conditions of
the Notes, in which event the relevant provisions will be included in
the applicable Pricing Supplement.
Redemption:
The applicable Final Terms (or, in the case of Exempt Notes, the
applicable Pricing Supplement) will indicate the scheduled maturity
date (which in the case of Subordinated Notes, must be at least five
years after the issue date) and will also indicate either that the relevant
Notes cannot be redeemed prior to their stated maturity (other than in
the case of Exempt Notes in specified instalments, if applicable, or for
taxation reasons, on a Capital Event (in the case of Subordinated
Notes), on a MREL Disqualification Event (in the case of Senior
Preferred Notes and Senior Non-Preferred Notes where the applicable
Final Terms specify that Condition 6(l) applies) or) following an
Event of Default (in the case of Senior Preferred Notes) or that such
Notes will be redeemable at the option of the relevant Issuer (which, in
respect of Subordinated Notes, may not take place prior to the fifth
anniversary of the Issue Date) and/or the Noteholders (which, in
respect of Subordinated Notes, may not take place prior to the fifth
anniversary of the Issue Date) in each case upon giving not less than
15 nor more than 30 days' irrevocable notice (or such other notice
period (if any) as is indicated in the applicable Final Terms) to the
Noteholders or the relevant Issuer, as the case may be, on a date or
dates specified prior to such stated maturity and at a price or prices
and on such other terms as may be agreed between the relevant Issuer
and the relevant Dealer.

Unless previously redeemed or purchased and cancelled, each Note
which is not an Exempt Note will be redeemed by the relevant Issuer
at least at 100 per cent. of its nominal value on its scheduled maturity
date.

If a Capital Event occurs, the relevant Issuer shall be entitled to
redeem the Subordinated Notes (subject to the prior written permission
of the Relevant Regulator).

Where the applicable Final Terms specify that Condition 6(l) applies,

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