Bond OTP Bank 2.875% ( XS2022388586 ) in EUR

OTP Bank

100 % ▲

Hungary

XS2022388586 ( in EUR )

2.875% per year ( payment 1 time a year)

14/07/2029

Prospectus brochure of the bond OTP Bank (Hun) XS2022388586 en EUR 2.875%, maturity 14/07/2029

100 000 EUR

500 000 000 EUR

15/07/2026 ( In 143 days )

OTP Bank Hungary is a major Hungarian commercial bank, part of the larger OTP Group, offering a wide range of financial services including retail banking, corporate banking, investment banking, and asset management.

OTP Bank, a prominent financial institution headquartered in Hungary and recognized as one of the largest independent banking groups in Central and Eastern Europe with a substantial regional footprint, has issued a new fixed-income security, identifiable by the ISIN XS2022388586. This Euro-denominated bond, originating from Hungary, features an annual coupon rate of 2.875%, with interest payments scheduled once per year, and is slated for maturity on July 14, 2029. The total issuance size for this debt instrument amounts to EUR 500,000,000, with a minimum investment threshold set at EUR 100,000, and is currently observed trading at 100% of its par value in the market.

Prospectus dated 11 July 2019

OTP Bank Nyrt.
(incorporated with limited liability in Hungary)
500,000,000
Fixed Rate Reset Callable Subordinated Notes due 15 July 2029
Issue price: 99.738 per cent.
The 500,000,000 Fixed Rate Reset Callable Subordinated Notes due 15 July 2029 (the "Notes") will be issued by OTP Bank Nyrt. (the "Issuer") on 15
July 2019 (the "Issue Date"). The Notes will bear interest on their principal amount from (and including) the Issue Date to (but excluding) 15 July 2024
(the "Reset Date"), at a rate of 2.875 per cent. per annum and thereafter at the Reset Rate of Interest as provided in Condition 5. Interest will be payable on
the Notes annually in arrear on each Interest Payment Date, commencing on 15 July 2020.
Unless previously redeemed, purchased and cancelled or (pursuant to Condition 6(f)) substituted, the Notes will mature on 15 July 2029. Holders will have
no right to require the Issuer to redeem or purchase the Notes at any time. The Issuer may, in its discretion but subject to the conditions described in
Condition 6(b), elect to (a) redeem all, but not some only, of the Notes at their principal amount, together with any accrued and unpaid interest thereon from
and including the immediately preceding Interest Payment Date up to (but excluding) the Reset Date, or at any time if a Tax Event has occurred and is
continuing or a Capital Disqualification Event (each as defined in Condition 18) has occurred and is continuing on the date fixed for redemption or (b)
repurchase the Notes at any time. If a Tax Event or Capital Disqualification Event has occurred and is continuing, then the Issuer may, subject to the
conditions described in Condition 6(b), either substitute all (but not some only) of the Notes for, or vary the terms of the Notes so that they remain or, as
appropriate, become, Qualifying Tier 2 Securities (as defined in Condition 18).
The Notes will be direct, unsecured and subordinated obligations of the Issuer, ranking pari passu and without preference amongst themselves, and will, in
the event of the Winding-Up (as defined in Condition 18) of the Issuer, be subordinated to the claims of all Senior Creditors (as defined in Condition 18)
of the Issuer but shall rank at least pari passu with all other subordinated obligations of the Issuer which constitute, or would but for any applicable limitation
on the amount of such capital constitute, Tier 2 Capital of the Issuer.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the
Luxembourg act dated 10 July 2005 on prospectuses for securities to approve this document as a prospectus. Application has also been made to the
Luxembourg Stock Exchange for the Notes 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. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Market in
Financial Instruments Directive (Directive 2014/65/EU) (as amended, "MiFID II").
The Notes will be issued in registered form and will be available and transferable in minimum denominations of 100,000 and integral multiples of 1,000
in excess thereof. The Notes will initially be represented by a global certificate in registered form (the "Global Certificate") and will be registered in the
name of a nominee of a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg" and,
together with Euroclear, the "Clearing Systems").
The Notes will be rated Ba1 by Moody's Investors Service Cyprus Ltd ("Moody's"). Moody's is established in the European Economic Area ("EEA") and
is certified under Regulation (EC) No. 1060/2009 (as amended) of the European Parliament and of the Council of 16 September 2009 on credit rating
agencies (the "CRA Regulation"). A 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 under the Notes may be calculated by reference to the Euro-zone inter-bank offered rate ("EURIBOR") which is provided by the
European Money Markets Institute ("EMMI"). As at the date of this Prospectus, the EMMI appears on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority ("ESMA") pursuant to article 36 of the Benchmark Regulation (Regulation
(EU) 2016/1011) (the "BMR").
Pursuant to section 14 and 18 of Act CXX of 2001 on the Capital Markets, this Prospectus was prepared in connection with a private placement of the
Notes in Hungary.
An investment in the Notes involves certain risks. Prospective investors should have regard to the factors described under the section headed "Risk
Factors".
Joint Lead Managers
BNP PARIBAS
Citigroup
OTP BANK

IMPORTANT NOTICES
This Prospectus may be used only for the purposes for which it has been published.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the knowledge
of the Issuer (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 this Prospectus has been extracted or derived from independent sources. Where this is
the case, the source has been identified. The Issuer 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 the relevant
source, no facts have been omitted which would render the reproduced information inaccurate or misleading.
No person is or has been authorised by the 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
offering of the Notes and, if given or made, such information or representation must not be relied upon as having
been authorised by the Issuer.
Save for the Issuer, no other party has separately verified the information contained in this Prospectus. None of
the Joint Lead Managers (as defined in "Subscription and Sale") or the Fiscal Agent makes any representation,
express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the
information contained in this Prospectus or any other information provided by the Issuer in connection with the
offering of the Notes. None of the Joint Lead Managers or the Fiscal Agent accepts any liability in relation to
the information contained in this Prospectus or any other information provided by the Issuer in connection with
the offering of the Notes or their distribution. Neither this Prospectus nor any other information supplied in
connection with the offering of the Notes is intended to constitute, and should not be considered as, a
recommendation by any of the Issuer and the Issuer's subsidiaries taken as a whole (collectively, the "OTP
Group"), the Joint Lead Managers or the Fiscal Agent that any recipient of this Prospectus or any other
information supplied in connection with the offering of the Notes should purchase the Notes. Each potential
purchaser should make its own independent investigation of the financial condition and affairs and its own
approval of the credit worthiness of the Issuer and other members of the OTP Group. Each potential purchaser
of Notes should determine for itself the relevance of information contained in this Prospectus and its purchase
of Notes should be based upon such investigation as it deems necessary. None of the Joint Lead Managers or
the Fiscal Agent undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by this Prospectus nor to advise any investor or potential investor in the Notes of
any information coming to their attention.
In the ordinary course of business, the Joint Lead Managers have engaged and may in the future engage in
normal banking or investment banking transactions with the Issuer and its affiliates or any of them.
Neither the delivery of this Prospectus nor the offering, placing, sale or delivery of the Notes shall in any
circumstances imply that the information contained in this Prospectus concerning the OTP Group is correct at
any time subsequent to the date hereof or that any other information supplied in connection with the offering of
the Notes is correct as of any time subsequent to the date indicated in the document containing the same.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). Subject to certain exceptions, the Notes may not be offered, sold or delivered within the
United States.
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine
the suitability of the investment in light of its own circumstances. In particular, each potential investor may

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wish to consider, either on its own or with the help of its financial and other professional advisers, whether it
(a) 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 in this Prospectus or any applicable supplement; (b) has
access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial
situation, an investment in the Notes and the impact such investment will have on its overall investment
portfolio; (c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes,
including where the currency for principal or interest payments is different from the potential Investor's
Currency (as defined in this Prospectus); (d) understands thoroughly the terms of the Notes and is familiar with
the behaviour of any relevant indices and financial markets; and (e) 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. Please see further the section headed "Risk Factors"
below. If one or more of the risks described in this Prospectus occur, this may result in material decreases in the
price of the Notes or, in the worst-case scenario, in a total loss of interest and capital invested.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any
jurisdiction to or from 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.
The Issuer does not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or
pursuant to an exemption available thereunder, and it does not assume any responsibility for facilitating any
such distribution or offering. In particular, no action has been taken by the Issuer which is intended to permit a
public offering of the Notes or the distribution of this Prospectus 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 and the EEA
(including Hungary and the United Kingdom).
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET  Solely for the purposes of each manufacturer's product approval process, the target market
assessment in respect of the Notes has led to the conclusions that: (i) the target market for the Notes is eligible
counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution
of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers'
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 manufacturers' target market
assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA 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. 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 MiFID II; or (ii) a customer within the meaning of Directive
2016/97/EU (as amended or superseded, the "IDD"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation
(EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS AS STABILISATION
MANAGER (THE "STABILISATION MANAGER") (OR PERSONS ACTING ON BEHALF OF THE
STABILISATION MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH
A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN
THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, STABILISATION ACTION 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 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 NOTES AND 60 DAYS AFTER THE
DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-
ALLOTMENT MUST BE CONDUCTED BY THE STABILISATION MANAGER (OR PERSONS
ACTING ON BEHALF OF THE STABILISATION MANAGER) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
Unless otherwise specified or the context requires, references to "Euro", "EUR" and "" are to the currency
introduced at the start of the third stage of the European Economic and Monetary Union pursuant to the Treaty
on the Functioning of the European Union, as amended or supplemented from time to time, references to "USD"
and "U.S.$" are to the lawful currency of the United States of America and references to "forint" and "HUF"
are to the lawful currency of Hungary.
Exchange Rates
The following table sets forth, for the periods set forth below, the high, low, average and period end Bloomberg
Composite Rate expressed as HUF per EUR1.00. The Bloomberg Composite Rate is a "best market" calculation,
in which, at any point in time, the bid rate is equal to the highest bid rate of all contributing bank indications
and the ask rate is set to the lowest ask rate offered by these banks. The Bloomberg Composite Rate is a mid-
value rate between the applied highest bid rate and the lowest ask rate. The rates may differ from the actual
rates used in the preparation of the consolidated financial statements and other financial information appearing
in this Prospectus. Neither the Issuer nor the Joint Lead Managers represent that the HUF amounts referred to
below could be or could have been converted into Euro or USD at any particular rate indicated or any other
rate. The average rate for a financial year means the average of the closing Bloomberg Composite Rate on each
business day during a year. The average rate for a month, or for any shorter period, means the average of the
closing Bloomberg Composite Rate of each business day during that month, or shorter period, as the case may
be.
Unless otherwise specified, where financial information in relation to the Issuer has been translated into EUR,
it has been so translated, for convenience only, at the rate of HUF 321.51 per EUR1.00. Such translation should
not be construed as a representation that the amounts in question have been, could have been or could be
converted into EUR at that or any other rate.
The Bloomberg Composite Rate of the Euro on 25 June 2019 was 323.33 HUF per EUR1.00.

HUF per EUR1.00

High
Low
Average
Period end

Year ended 31 December

2018

329.90
307.77
318.77
320.88
2017

314.93
302.86
309.27
310.63
2016

318.02
304.08
311.44
309.28

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HUF per EUR1.00

High
Low
Average
Period end

Month ended

31 January 2019

323.16
315.74
319.69
315.85
28 February 2019

319.97
315.85
317.89
315.85
31 March 2019

321.49
313.08
316.06
321.49
30 April 2019

323.77
319.45
321.24
323.77
31 May 2019

327.03
322.98
325.04
324.87

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FORWARD-LOOKING STATEMENTS
Certain information contained in this Prospectus, including any information as to the Issuer's strategy, market
position, plans or future financial or operating performance, constitutes "forward-looking statements". All
statements, other than statements of historical fact, are forward-looking statements. The words "believe",
"expect", "anticipate", "contemplate", "target", "plan", "intend", "continue", "budget", "project", "aim",
"estimate", "may", "will", "could", "should", "schedule" and similar expressions identify forward-looking
statements.
Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while
considered reasonable by the Issuer, are inherently subject to significant business, economic and competitive
uncertainties and contingencies. Known and unknown factors could cause actual results to differ materially
from those projected in the forward-looking statements. Such factors include, but are not limited to, those
described in "Risk Factors".
Investors are cautioned that forward-looking statements are not guarantees of future performance. Forward-
looking statements may, and often do, differ materially from actual results. Any forward looking statements in
this Prospectus speak only as at the date of this Prospectus, reflect the current view of the board of directors of
the Issuer with respect to future events and are subject to risks relating to future events and other risks,
uncertainties and assumptions relating to the Issuer's operations, results of operations, strategy, liquidity, capital
and leverage ratios and the availability of new funding. Investors should specifically consider the factors
identified in this Prospectus that could cause actual results to differ before making an investment decision. All
of the forward-looking statements made in this Prospectus are qualified by these cautionary statements. Specific
reference is made to the information set out in "Risk Factors" and "Description of the Issuer's Business".
Subject to applicable law or regulation, the Issuer explicitly disclaims any intention or obligation or undertaking
publicly to release the result of any revisions to any forward-looking statements in this Prospectus that may
occur due to any change in the Issuer's expectations or to reflect events or circumstances after the date of this
Prospectus.

v

PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Historical financial information
The historical financial information appended to this Prospectus has been prepared in accordance with the
International Financial Reporting Standards (the "IFRS") issued by the International Accounting Standards
Board ("IASB") and as adopted by the European Union. The historical financial information presented in this
Prospectus consists of (i) consolidated audited financial information of the Issuer for the financial years ended
31 December 2017 and 31 December 2018 and (ii) first quarter financial results for the three months ended 31
March 2019 (English translations of the original report submitted to the Budapest Stock Exchange) containing
the unaudited separate and consolidated financial statements for the period (the "Q1 Interim Financial
Statements"). The Q1 Interim Financial Statements have not been audited or reviewed by the Issuer's auditors.
Alternative Performance Measures and other Financial Measures
The Issuer presents certain key performance measures that are not defined under IFRS or Hungarian GAAP but
that it finds useful in analysing its results and that it believes are widely used by investors to monitor the results
of banks generally. Some of these measures are defined by, and calculated in compliance with, applicable
banking regulations, but these regulations often provide the Issuer with certain discretion in making its
calculations.
These alternative performance measures ("APMs") may not be indicative of the Issuer's historical operating
results, nor are such measures meant to be predictive of its future results. The Issuer presents these APMs
because it considers them an important supplemental measure of its performance and believes that they and
similar measures are widely used in the industry in which it operates as a means of evaluating a company's
results. However, not all banks and financial institutions calculate APMs in the same manner or on a consistent
basis. As a result, these measures may not be comparable to measures used by other banks and financial
institutions under the same or similar names. Accordingly, undue reliance should not be placed on the APMs
contained in this Prospectus and they should not be considered as a substitute for financial measures computed
in accordance with IFRS or Hungarian GAAP.
The APMs include Adjusted net profit for the year, Adjusted net interest income, Adjusted net profit from fees
and commissions, Adjusted other net non-interest income without one-offs, Adjusted total income, Adjusted
operating expenses, Adjusted provision for impairment on loan and placement losses, Return On Equity
("ROE"), Adjusted ROE, Adjusted Return on Assets, Total revenue margin, Net interest margin, Cost-to-asset
ratio, Cost/income ratio, Risk cost rate, Leverage (average equity / average assets), Stage 3 ratio, Own coverage
of Stage 3 loans, DPD90+ ratio, DPD90+ coverage, Net loan-to deposit ratio, Net loans to deposits including
retail bonds ratio.
Each of the APMs is described below and reconciliations of these measures to the Issuer's IFRS financial
statements are set out below under the section headed "Financial Performance of the OTP Group - Alternative
Performance Measures".
Because of the discretion that the Issuer and other banks have in defining these measures and calculating the
reported amounts, care should be taken in comparing these various measures with similar measures used by
other banks. These measures should not be used as a substitute for evaluating the performance of the Issuer
based on its audited balance sheet and results of operations.
Certain measures are included in this Prospectus that are not measures presented in accordance with, or defined
by, IFRS as adopted by the EU. However, such measures have been prepared on the basis of the Issuer's
unaudited separate and consolidated IFRS financial statements or derived from that.

vi

The Issuer believes that the presentation of these non-IFRS measures enhances an investor's understanding of
the OTP Group's financial performance in the years presented and provides helpful comparisons of financial
performance between periods by providing segmented financial information and adjusting for the distorting
effect of, inter alia, certain, typically non-recurring items, intra-group transactions, acquisitions and foreign
exchange rate movements. These adjustments include separating or reclassifying certain financial statement
items, including profit and loss statement lines and balance sheet lines. These non-IFRS measures are not
presented in accordance with IFRS and the Issuer's use of them may vary from, and not be comparable with,
non-IFRS measures used by other companies. These non-IFRS measures should not be considered in isolation
or as a substitute for financial information as reported under IFRS. Please see either the Q1 Interim Financial
Statements or OTP Bank Plc. - Documents for the Annual General Meeting - The report of the Board of
Directors on the Company's business operations in 2018, 21 March 2019 for further details regarding the
adjustments made to the IFRS measures.
Non-financial information operating data
The non-financial operating data included in this Prospectus has been extracted without material adjustment
from the management records of the Issuer and is unaudited.
Roundings
Percentages and certain amounts in this Prospectus, including financial, statistical and operating information,
have been rounded. As a result, the figures shown as totals may not be the precise sum of the figures that precede
them.
Market, economic and industry data
Certain information in this Prospectus has been sourced from third parties. The Issuer confirms that all third
party information contained in this Prospectus has been accurately reproduced and, so far as the Issuer is aware
and able to ascertain from information published by that third party, no facts have been omitted that would
render the reproduced information inaccurate or misleading.
Where third party information has been used in this Prospectus, the source of such information has been
identified.

vii

TABLE OF CONTENTS
Page
OVERVIEW OF THE PRINCIPAL FEATURES OF THE NOTES .................................................................. 1
RISK FACTORS ................................................................................................................................................ 6
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................36
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE REPRESENTED BY THE GLOBAL
CERTIFICATE ..........................................................................................................................................56
USE OF PROCEEDS ........................................................................................................................................59
DESCRIPTION OF THE OTP GROUP'S BUSINESS ....................................................................................60
FINANCIAL PERFORMANCE OF THE OTP GROUP ..................................................................................80
ORGANISATIONAL STRUCTURE AND MANAGEMENT .......................................................................126
BUSINESS ENVIRONMENT ........................................................................................................................133
TREND INFORMATION ...............................................................................................................................136
HUNGARIAN BANKING SECTOR .............................................................................................................137
TAXATION .....................................................................................................................................................159
SUBSCRIPTION AND SALE ........................................................................................................................161
GENERAL INFORMATION ..........................................................................................................................163
INDEX TO FINANCIAL STATEMENTS ......................................................................................................165

viii

OVERVIEW OF THE PRINCIPAL FEATURES OF THE NOTES
The following overview provides an overview of certain of the principal features of the Notes and is qualified
by the more detailed information contained elsewhere in this Prospectus. Capitalised terms which are defined
in "Terms and Conditions of the Notes" have the same respective meanings when used in this overview.
References to numbered Conditions are to the terms and conditions of the Notes (the "Conditions") as set out
under "Terms and Conditions of the Notes".

Issuer
OTP Bank Nyrt.
Legal Entity Identifier ("LEI")
529900W3MOO00A18X956
Fiscal Agent, Transfer Agent and
Citibank, N.A., London Branch
Agent Bank
Registrar
Citigroup Global Markets Europe AG
Luxembourg Listing Agent
Banque Internationale á Luxembourg SA
Notes
500,000,000 Fixed Rate Reset Callable Subordinated Notes
due 15 July 2029
Risk Factors
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under the Notes. In addition, there are
certain factors which are material for the purpose of assessing
the market risks associated with the Notes and certain risks
relating to the structure of the Notes. These are set out under
"Risk Factors".
Status of the Notes
The Notes will constitute direct, unsecured and subordinated
obligations of the Issuer and will rank pari passu, without any
preference, among themselves.
Rights on a Winding-Up
The rights and claims of Holders in the event of a Winding-Up
of the Issuer are described in Conditions 3 and 4.
Interest
The Notes will bear interest on their principal amount:
(a) from (and including) the Issue Date to (but excluding) the
Reset Date, at the rate of 2.875 per cent. per annum; and
(b) thereafter, at the Reset Rate of Interest, determined by the
Agent Bank on the Reset Determination Date as the sum
of the Reset Reference Rate and the Margin (as described
in Condition 5),
in each case payable, annually in arrear on 15 July in each year
(each, an "Interest Payment Date"), commencing on 15 July
2020.
The Reset Reference Rate shall be determined by reference to
Reuters screen page "ICESWAP2/EURSFIXA", subject to the
fallback and other provisions set out in the Conditions.
In addition, in the event a Benchmark Event occurs (a) a
Successor Rate or, failing which, an Alternative Reference Rate,
1