Bond Aktia Bancorp 0% ( XS2422536552 ) in EUR

Issuer Aktia Bancorp
Market price 100 %  ▼ 
Country  Finland
ISIN code  XS2422536552 ( in EUR )
Interest rate 0%
Maturity 27/03/2025 - Bond has expired



Prospectus brochure of the bond Aktia Bank XS2422536552 in EUR 0%, expired


Minimal amount 100 000 EUR
Total amount 150 000 000 EUR
Detailed description Aktia Bank is a Finnish financial services company offering banking, wealth management, and insurance services to both private and corporate clients.

Aktia Bank has issued a ?150,000,000 zero-coupon bond (ISIN: XS2422536552) maturing on March 27, 2025, denominated in EUR, trading at 100% of par value, with a minimum trading size of ?100,000 and a single annual interest payment.








BASE PROSPECTUS
AKTIA BANK PLC
(incorporated with limited liability in Finland)
5,000,000,000
Euro Medium Term Note and Covered Bond Programme
Under this 5,000,000,000 Euro Medium Term Note and Covered Bond Programme (the Programme), Aktia Bank plc (the Issuer)
may from time to time issue Euro medium term notes (the Notes) and mortgage-backed notes issued in accordance with the CBA (as
defined below) (the Covered Bonds) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined
below).
The maximum aggregate nominal amount of all Notes and Covered Bonds from time to time outstanding under the Programme will
not exceed 5,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described
herein), subject to increase as described herein.
Notes may be issued (i) on an unsubordinated basis with the ranking described in Condition 2.1 of the "Terms and Conditions of the
Notes" below (Senior Preferred Notes), (ii) as senior non-preferred Notes with the ranking described in Condition 2.2 of the "Terms
and Conditions of the Notes" below (Senior Non-Preferred Notes) or (iii) on a subordinated basis with the ranking described in
Condition 2.3 of the "Terms and Conditions of the Notes" below (Subordinated Notes), as specified in the applicable Final Terms
(as defined below).
The Notes and Covered Bonds 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 the Issuer (each a
Dealer and together the Dealers), which appointment may be for a specific issue or on an on-going basis. References in this Base
Prospectus to the relevant Dealer shall, in the case of an issue of Notes or Covered Bonds being (or intended to be) subscribed by
more than one Dealer, be to all Dealers agreeing to subscribe such Notes or Covered Bonds.
An investment in Notes and Covered Bonds issued under the Programme involves certain risks. For a discussion of these
risks see "Risk Factors".
This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier (the CSSF),
as competent authority under Regulation (EU) 2017/1129, as amended (the Prospectus Regulation). The CSSF only approves this
Base 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 Issuer or of the quality of the Notes or the Covered Bonds.
Investors should make their own assessment as to the suitability of investing in the Notes or the Covered Bonds.
By approving this Base Prospectus, in accordance with Article 20 of the Prospectus Regulation, the CSSF does not engage in respect
of the economic or financial appropriateness of the operation or the quality and solvency of the Issuer. Application has been made to
the Luxembourg Stock Exchange for Notes and Covered Bonds 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.
References in this Base Prospectus to Notes and Covered Bonds being listed (and all related references) shall mean that such Notes
and Covered Bonds 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 Directive 2014/65/EU, as amended (MiFID II).
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid for 12 months from its date (up to and including
14 August 2024) in relation to Notes and Covered Bonds which are to be admitted to trading on a regulated market in the European
Economic Area (the EEA). The obligation to supplement this Base Prospectus in the event of a significant new factor, material
mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
Notice of the aggregate nominal amount of Notes and Covered Bonds, interest (if any) payable in respect of Notes and Covered
Bonds, the issue price of Notes and Covered Bonds and certain other information which is applicable to each Tranche (as defined
under "Terms and Conditions of the Notes" and "Terms and Conditions of the Covered Bonds") of Notes and Covered Bonds will 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
and Covered Bonds to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock
Exchange (www.luxse.com).
The Programme provides that Notes and Covered Bonds 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 Issuer and the relevant Dealer. The Issuer may also issue unlisted
Notes and unlisted Covered Bonds and/or Notes and Covered Bonds not admitted to trading on any market. The CSSF has neither
approved nor reviewed information contained in this Base Prospectus in connection with such unlisted Notes or Covered Bonds.
As at the date of this Base Prospectus, the Issuer has been assigned a long-term/short-term borrowing rating of A1/P-1 by Moody's
Investors Service (Nordics) AB (Moody's) and a long-term/short-term counterparty credit rating of A-/A-2 by S&P Global Ratings
Europe Limited (S&P).
The Covered Bonds issued under the Programme are expected to be rated Aaa by Moody's. According to Moody's Global Long-
Term rating scale, obligations rated Aaa are judged to be of the highest quality, with minimal risk. Notes and Covered Bonds issued
under the Programme may however also be unrated. Where a Tranche of Notes or Covered Bonds is rated, such rating will be
disclosed in the Final Terms.
Each of Moody's and S&P is established in the EEA and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA
Regulation). As such, each of Moody's and S&P is included in the list of credit rating agencies published by the European Securities
and Markets Authority (ESMA) on its website (at https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) in
accordance with the CRA Regulation.




Neither Moody's nor S&P is established in the United Kingdom (UK) and, accordingly, the ratings issued by Moody's and S&P have
been endorsed by Moody's Investors Service Ltd. and S&P Global Ratings UK Limited, respectively, in accordance with Regulation
(EC) No. 1060/2009 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK
CRA Regulation) for use in the UK. Each of Moody's Investors Service Ltd. and S&P Global Ratings UK Limited is established in
the UK and registered in accordance with the UK CRA Regulation. 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.

ARRANGER
J.P. Morgan
DEALERS

BNP PARIBAS
Crédit Agricole CIB
Danske Bank
J.P. Morgan
Landesbank Baden-Württemberg
Natixis
Nordea
UniCredit
The date of this Base Prospectus is 14 August 2023.




IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes and Covered Bonds issued under
the Programme for the purposes of Article 8(1) of the Prospectus Regulation. Prospectus Regulation means
Regulation (EU) 2017/1129, as amended.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms for each Tranche of Notes and Covered Bonds issued under the Programme. 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 Base Prospectus is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus
shall be read and construed on the basis that such documents are incorporated and form part of this
Base Prospectus.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference" below), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved
by the CSSF.
Save for the Issuer, no other party has 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 by reference in this Base Prospectus or any other information provided by the Issuer in
connection with the Programme. No Dealer accepts any liability in relation to the information
contained or incorporated by reference in this Base Prospectus or any other information provided by
the Issuer in connection with the Programme.
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 Base Prospectus or any other information
supplied in connection with the Programme or the Notes and the Covered Bonds and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Dealers.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or
any Notes or Covered Bonds (a) is intended to provide the basis of any credit or other evaluation or (b)
should be considered as a recommendation by the Issuer or any of the Dealers that any recipient of
this Base Prospectus or any other information supplied in connection with the Programme or any
Notes or Covered Bonds should purchase any Notes or Covered Bonds. Each investor contemplating
purchasing any Notes or Covered Bonds should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither
this Base Prospectus nor any other information supplied in connection with the Programme or the
issue of any Notes or Covered Bonds constitutes an offer or invitation by or on behalf of the Issuer or
any of the Dealers to any person to subscribe for or to purchase any Notes or Covered Bonds.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes or Covered
Bonds shall in any circumstances imply that the information contained herein concerning the Issuer is
correct at any time subsequent to the date hereof 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 the Issuer during the life of the Programme or to advise any investor in the Notes or Covered
Bonds of any information coming to their attention. Investors should review, inter alia, the most
3



recently published documents incorporated by reference into this Base Prospectus when deciding
whether or not to purchase any Notes or Covered Bonds.
Amounts payable on Floating Rate Notes, Fixed Reset Notes and Floating Rate Covered Bonds may, if
so specified in the applicable Final Terms, be calculated by reference to one of Euro Interbank Offered
Rate (EURIBOR), Stockholm Interbank Offered Rate (STIBOR) or Norwegian Interbank Offered
Rate (NIBOR). As at the date of this Base Prospectus, each of the European Money Markets Institute
(as administrator of EURIBOR), Norske Finansielle Referanser AS (as administrator of NIBOR) and
the Swedish Financial Benchmark Facility AB (as administrator of STIBOR) is included in ESMA's
register of administrators under Article 36 of the Regulation (EU) No. 2016/1011 (the EU Benchmarks
Regulation).
IMPORTANT ­ EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes or Covered Bonds includes a legend entitled "Prohibition of Sales
to EEA Retail Investors", the Notes or Covered Bonds 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 (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 Covered Bonds or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or
Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
IMPORTANT ­ UK RETAIL INVESTORS
If the Final Terms in respect of any Notes or Covered Bonds includes a legend entitled "Prohibition of Sales
to UK Retail Investors", the Notes or Covered Bonds 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 UK. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point
(8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
(FSMA) and any rules or regulations made under the FSMA to implement the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article
2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a
qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA. Consequently no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for
offering or selling the Notes or Covered Bonds or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Notes or Covered Bonds or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
4



MiFID II PRODUCT GOVERNANCE AND TARGET MARKET
The Final Terms in respect of any Notes or Covered Bonds may include a legend entitled "MiFID II product
governance" which will outline the target market assessment in respect of the Notes or Covered Bonds and
which channels for distribution of the Notes or Covered Bonds are appropriate. Any person subsequently
offering, selling or recommending the Notes or Covered Bonds (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 or Covered Bonds (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 or Covered Bonds is a manufacturer in respect of such Notes or Covered
Bonds, 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.
UK MiFIR PRODUCT GOVERNANCE AND TARGET MARKET
The Final Terms in respect of any Notes or Covered Bonds may include a legend entitled "UK MiFIR
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 distributor should take into consideration the
target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for
undertaking its own target market assessment in respect of the Notes or Covered Bonds (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 UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes or Covered Bonds is a manufacturer in
respect of such Notes or Covered Bonds, but otherwise neither the Arranger nor the Dealers nor any of their
respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.
SINGAPORE: SECTION 309B(1)(C) NOTIFICATION
In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or
amended from time to time (the SFA) and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the CMP Regulations 2018), the Issuer has, unless otherwise specified in the applicable
Final Terms, determined the classification of all Notes and Covered Bonds to be issued under the Programme
as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS
Notice FAA-N16: Notice on Recommendations on Investment Products).
IMPORTANT INFORMATION RELATING TO THE USE OF THIS BASE PROSPECTUS AND
OFFERS OF NOTES AND COVERED BONDS GENERALLY
This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes
or Covered Bonds in any jurisdiction to any person to whom it is unlawful to make the offer or
solicitation in such jurisdiction. The distribution of this Base Prospectus and the offer or sale of Notes
and Covered Bonds may be restricted by law in certain jurisdictions. The Issuer and the Dealers do
not represent that this Base Prospectus may be lawfully distributed, or that any Notes or Covered
Bonds 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 the Issuer or the Dealers which is intended to permit a public offering of any Notes or Covered
Bonds or distribution of this Base Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes or Covered Bonds may be offered or sold, directly or indirectly, and
5



neither this Base 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 Base Prospectus or any Notes or
Covered Bonds may come must inform themselves about, and observe, any such restrictions on the
distribution of this Base Prospectus and the offering and sale of Notes or Covered Bonds. In
particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of
Notes or Covered Bonds in the United States, the European Economic Area (including, for these
purposes, Belgium and Finland), the UK, Japan, Singapore and Switzerland; see "Subscription and
Sale".
The Notes or Covered Bonds may not be a suitable investment for all investors. Each potential
investor in the Notes or Covered Bonds 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 or
Covered Bonds, the merits and risks of investing in the Notes or Covered Bonds and the
information contained or incorporated by reference in this Base 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 or Covered Bonds and the impact the
Notes or Covered Bonds 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 or Covered Bonds, including Notes or Covered Bonds where the currency for principal
or interest payments is different from the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes or Covered Bonds and is familiar with the
behaviour of financial markets; and
(v)
is able to evaluate 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 and Covered Bonds are legal investments for it, (2) Notes and Covered Bonds can be
used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or
pledge of any Notes and Covered Bonds. Financial institutions should consult their legal advisers or
the appropriate regulators to determine the appropriate treatment of Notes and Covered Bonds under
any applicable risk-based capital or similar rules.
The Notes and Covered Bonds have not been and will not be registered under the United States
Securities Act of 1933, as amended (the Securities Act) and are subject to U.S. tax law requirements.
Subject to certain exceptions, Notes and Covered Bonds may not be offered, sold or delivered within
the United States or to, or for the account or benefit of, U.S. persons (see "Subscription and Sale").
SALES TO ONTARIO PERMITTED INVESTORS
The Notes and Covered Bonds 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 Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Notes or Covered Bonds must be made in accordance with an
6



exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Base Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser's province
or territory. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser's province or territory for particulars of these rights or consult with a legal advisor.
PRESENTATION OF INFORMATION
In this Base Prospectus, all references to:

U.S. dollars, U.S.$ and $ refer to United States dollars;

Sterling and £ refer to pounds sterling; and

euro, EUR 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.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of a
law is a reference to that law or provision as extended, amended or re-enacted.
7



CONTENTS
Clause
Page
General Description of the Programme .............................................................................................................. 9
Risk Factors ...................................................................................................................................................... 17
Documents Incorporated by Reference ............................................................................................................ 52
Form of the Notes ............................................................................................................................................. 55
Form of the Covered Bonds ............................................................................................................................. 57
Applicable Final Terms .................................................................................................................................... 60
Terms and Conditions of the Notes .................................................................................................................. 77
Terms and Conditions of the Covered Bonds ................................................................................................. 118
Use of proceeds .............................................................................................................................................. 146
Description of the Issuer ................................................................................................................................. 147
Mortgage Credit Banks and Covered Bonds Act ........................................................................................... 154
Interest Rate Swaps ........................................................................................................................................ 162
Taxation .......................................................................................................................................................... 164
Subscription and Sale ..................................................................................................................................... 166
General Information ....................................................................................................................................... 172


STABILISATION
In connection with the issue of any Tranche of Notes or Covered Bonds, the Dealer or Dealers (if any)
named as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in
the applicable Final Terms may over-allot Notes or Covered Bonds or effect transactions with a view
to supporting the market price of the Notes or Covered Bonds 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 or Covered Bonds 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 or Covered Bonds
and 60 days after the date of the allotment of the relevant Tranche of Notes or Covered Bonds. Any
stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or
persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and
rules.
8



GENERAL DESCRIPTION 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 Base Prospectus and, in relation to the terms and conditions of any particular
Tranche of Notes or Covered Bonds, the applicable Final Terms. Words and expressions defined in
"Form of the Notes" and "Form of the Covered Bonds", "Terms and Conditions of the Notes" and
"Terms and Conditions of the Covered Bonds" shall have the same meanings in this Overview.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980.

Issuer:
Aktia Bank plc
Issuer Legal Entity Identifier (LEI):
743700GC62JLHFBUND16
Risk Factors:
There are certain factors that may affect the Issuer's ability to
fulfil its obligations under Notes and Covered Bonds issued
under the Programme. In addition, there are certain factors
which are material for the purpose of assessing the market risks
associated with Notes and Covered Bonds issued under the
Programme and risks relating to the structure of a particular
Series of Notes and Covered Bonds issued under the programme.
All of these are set out under "Risk Factors".
Description:
Euro Medium Term Note and Covered Bond Programme
Arranger:
J.P. Morgan SE
Dealers:
BNP Paribas

Crédit Agricole Corporate and Investment Bank
Danske Bank A/S

J.P. Morgan SE

Landesbank Baden-Württemberg

Natixis

Nordea Bank Abp

UniCredit Bank AG

and any other Dealers appointed in accordance with the
Programme Agreement.
9



Certain Restrictions:
Each issue of Notes or Covered Bonds 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") including the
following restrictions applicable at the date of this Base
Prospectus.

Notes and Covered Bonds having a maturity of less than one
year

Notes and Covered Bonds having a maturity of less than one year
will, if the proceeds of the issue are accepted in the UK,
constitute deposits for the purposes of the prohibition on
accepting deposits contained in section 19 of the 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".
Issuing and Principal Paying Agent:
Citibank, N.A., London Branch
Programme Size:
Up to 5,000,000,000 (or its equivalent in other currencies
calculated as described in the Programme Agreement)
outstanding at any time. The Issuer may increase the amount of
the Programme in accordance with the terms of the Programme
Agreement.
Distribution:
Notes or Covered Bonds 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
and Covered Bonds may be denominated in euro, Sterling, U.S.
dollars, yen and any other currency agreed between the Issuer
and the relevant Dealer.
Maturities:
The Notes and Covered Bonds will have such maturities as may
be agreed between the 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
Issuer or the relevant Specified Currency.
Extendable Obligation for Covered The applicable Final Terms may also provide that, in connection
Bonds:
with any Series of Covered Bonds, Statutory Extended Final
Maturity applies.
If Statutory Extended Final Maturity applies and the Issuer has
received approval from the Finnish Financial Supervisory
Authority (in Finnish: Finanssivalvonta) (the FIN-FSA) to
extend the maturity of the Covered Bonds (such approval, a
Statutory Maturity Extension Approval), which the FIN-FSA
must grant as a result of (i) the relevant provisions of the Terms
10