Obligation AutobahnFinanz 0.625% ( XS1291264775 ) en EUR

AutobahnFinanz

100 % ▼

Autriche

XS1291264775 ( en EUR )

0.625% par an ( paiement annuel )

15/09/2022 - Obligation échue

Prospectus brochure de l'obligation Autobahnen-Und Schnellstrassen Finanzierungs XS1291264775 en EUR 0.625%, échue

100 000 EUR

1 000 000 000 EUR

Le financement des autoroutes et des routes rapides allemandes (Autobahnen und Schnellstraßen) repose principalement sur des taxes sur les carburants et un budget fédéral, avec des contributions variables des Länder (États fédérés) pour certains projets.

L'Obligation émise par AutobahnFinanz ( Autriche ) , en EUR, avec le code ISIN XS1291264775, paye un coupon de 0.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/09/2022

Autobahnen- und Schnellstraßen-Finanzierungs-
Aktiengesellschaft
(incorporated with limited liability in the Republic of Austria)

12,000,000,000

Guaranteed Euro Medium Term Note Programme
Guaranteed by the
Republic of Austria
Under the Guaranteed Euro Medium Term Note Programme described in this Prospectus (the "Programme"), Autobahnen- und Schnellstraßen-Finanzierungs-Aktiengesellschaft ("ASFINAG"
or the "Issuer"), subject to compliance with all relevant laws, regulations and directives (including but not limited to the laws of the United Kingdom and Austria (such as the Austrian Capital
Market Act or Austrian Stock Exchange Act)), may from time to time issue Guaranteed Euro Medium Term Notes (the "Notes") guaranteed by the Republic of Austria (the "Guarantor"). The
aggregate nominal amount of Notes outstanding will not at any time exceed 12,000,000,000 (or the equivalent in other currencies).
This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. This Prospectus is issued to update, amend and restate, and supersedes, the prospectus
dated 25 March 2014 relating to the Programme and has been approved by the Austrian Financial Market Authority (the "FMA") in its capacity as competent authority under the Austrian
Capital Market Act. Application has been made for the Programme to be admitted to (1) the "Amtlicher Handel" (the "Official Market") and the "Geregelter Freiverkehr" (the "Second
Regulated Market") of the Wiener Börse AG (the "Vienna Stock Exchange") and for Notes issued under the Programme for the period of 12 months from the date of approval of this
Prospectus to be admitted to trading on (1) the Official Market or the Second Regulated Market of the Vienna Stock Exchange and (2) the regulated market of the Luxembourg Stock Exchange
(together, the "Markets"). The Markets are regulated markets for the purposes of Directive 2004/39/EC of the European Parliament and of the council on markets in financial instruments.
References in this Prospectus to the Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Markets or on other regulated or
unregulated markets or other stock exchanges. Unlisted Notes may be issued pursuant to the Programme. The relevant Final Terms (as defined herein) in respect of the issue of any Notes will
specify whether or not such Notes will be admitted to trading on the Markets (or any other market and/or stock exchange).
Each Series (as defined herein) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (each a "temporary Global Note") or a permanent global note in
bearer form (each a "permanent Global Note"). If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("NGN") form, the Global Notes will be delivered on
or prior to the original issue date of the relevant Tranche of Notes (as defined in "Description of the Programme Method of Issue") to a common safekeeper (the "Common Safekeeper") for
Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Notes in registered form will be represented by registered certificates (each a
"Certificate"), one Certificate being issued in respect of each Noteholder's entire holding of registered notes of one Series. Registered notes issued in global form will be represented by
registered global certificates ("Global Certificates"). If a Global Certificate is held under the New Safekeeping Structure (the "NSS"), the Global Certificate will be delivered on or prior to the
original issue date of the relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg.
Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates which are not held under the NSS will be deposited on the issue date of the
relevant Tranche with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary") or with Oesterreichische Kontrollbank Aktiengesellschaft
("Oesterreichische Kontrol bank") or a depositary for Oesterreichische Kontrollbank. The provisions governing the exchange of interests in Global Notes are described in "Overview of
Provisions Relating to the Notes while in Global Form".
The Programme has been rated by Moody's Deutschland GmbH ("Moody's") and by Standard & Poor's Credit Market Services Europe Limited (Niederlasssung Deutschland) ("Standard &
Poor's"). The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) No 1060/2009 on credit rating agencies (the "CRA Regulation") as
having been issued by Moody's and Standard & Poor's. Moody's and Standard & Poor's are established in the European Union and registered under the CRA Regulation. Tranches of Notes
will be rated or unrated. Where a Tranche of Notes is to be rated, such rating will not necessarily be the same as the ratings assigned to the Programme. Whether or not a rating in relation to
any Tranche of Notes will be treated as having been issued by a credit rating agency established in the European Union and registered under the CRA Regulation will be disclosed in the
relevant Final Terms. A list of rating agencies registered under the CRA Regulation can be found at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs. 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.
This Prospectus contemplates that Notes may be admitted to trading on a regulated market or offered to the public in a Member State of the EEA. In the case of any Notes which are to be
admitted to trading on a regulated market within the European Economic Area (the "EEA") or offered to the public in a Member State of the EEA in circumstances which require the
publication of a prospectus under Directive 2003/71/EC, as amended (the "Prospectus Directive"), the minimum specified denomination shall be 100,000 (or its equivalent in any other
currency as at the date of issue of the Notes).
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. This Prospectus does not describe all of the risks of an investment
in the Notes.
The accuracy of the information contained in this Prospectus does not fall within the scope of examination by the FMA under applicable Austrian law. The FMA examines the
Prospectus only in respect of its completeness, coherence and comprehensibility pursuant to section 8a of the Austrian Capital Market Act.
Arrangers for the Programme
Deutsche Bank
Raiffeisen Bank International AG
Dealers
BNP PARIBAS
Citigroup
Crédit Agricole CIB
Credit Suisse
Deutsche Bank
DZ BANK AG
Erste Group
HSBC
Morgan Stanley
J.P. Morgan
Raiffeisen Bank International AG
UniCredit Bank Austria
Dated 2 July 2015

This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive
and for the purpose of giving information with regard to the Issuer and the Issuer's subsidiaries and
affiliates taken as a whole (the "Group") and the Notes which, according to the particular nature of the
Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and
liabilities, financial position, profit and losses and prospects of the Issuer and the rights attaching to the
Notes.
The Issuer accepts responsibility for the information contained in this Prospectus. The Issuer has taken
all reasonable care to ensure that the information contained in this Prospectus is, to the best of its
knowledge, in accordance with the facts and contains no omission likely to affect its import.
This Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below may
apply, any offer of Notes in any Member State of the European Economic Area which has implemented
the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption
under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement
to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an
offer in that Relevant Member State of Notes which are the subject of an offering contemplated in this
Prospectus as completed by final terms in relation to the offer of those Notes may only do so (i) in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus
pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16
of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a prospectus for such offer
has been approved by the competent authority in that Relevant Member State or, where appropriate,
approved in another Relevant Member State and notified to the competent authority in that Relevant
Member State and (in either case) published, all in accordance with the Prospectus Directive, provided
that any such prospectus has subsequently been completed by final terms which specify that offers may
be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State
and such offer is made in the period beginning and ending on the dates specified for such purpose in
such prospectus or final terms, as applicable and the Issuer has consented in writing to its use for the
purpose of such offer. Except to the extent sub-paragraph (ii) above may apply, neither the 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 Issuer or any Dealer to publish or supplement a prospectus for such
offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto),
and includes any relevant implementing measure in the Relevant Member State.
This Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
This Prospectus has been prepared pursuant to Annexes VI, IX, XIII and XXX of Regulation (EC) No
809/2004 as amended and according to the relevant provisions of the Austrian Capital Market Act
(Kapitalmarktgesetz) as amended and the Austrian Stock Exchange Act (Börsegesetz) as amended.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes 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 or the Arrangers (as defined in "Description of the Programme"). Neither the delivery of
this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer since the date hereof or the date
upon which this Prospectus has been most recently amended or supplemented or that there has been no
adverse change in the financial position of the Issuer since the date hereof or the date upon which this
Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is supplied

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or, if different, the date indicated in the document containing the same. This Prospectus may only be
used for the purposes for which it has been published.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer, the
Dealers and the Arrangers to inform themselves about and to observe any such restriction. The Notes
have not been and will not be registered under the United States Securities Act of 1933 (the "Securities
Act") and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. For
a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus,
see "Subscription and Sale".
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, no Dealer or Arranger accepts any responsibility for the contents
of this Prospectus or for any other statement, made or purported to be made by an Arranger or a
Dealer or on its behalf in connection with the Issuer, the Guarantor or the issue and offering of the
Notes. Each Arranger and each Dealer accordingly disclaims all and any liability whether arising in
tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this
Prospectus or any such statement. The Arrangers and the Dealers have not separately verified the
information contained in this Prospectus. None of the Dealers or the Arrangers makes any
representation, express or implied, or accepts any responsibility, with respect to the accuracy or
completeness of any of the information in this Prospectus. Neither this Prospectus nor any financial
statements incorporated by reference herein are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer, the Arrangers or
the Dealers that any recipient of this Prospectus or any other financial statements should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it
deems necessary. None of the Dealers or the Arrangers undertakes to review the financial condition or
affairs of the Issuer or the Guarantor 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
the attention of any of the Dealers or the Arrangers.
In connection with the issue of any Tranche (as defined in "Description of the Programme - Method of
Issue"), the Dealer or Dealers (if any) named as the stabilising manager(s) (the "Stabilising
Manager(s)") (or any person acting on behalf of any Stabilising Manager(s)) 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, there is no assurance that the Stabilising Manager(s) (or any
person acting on behalf of any Stabilising Manager) will undertake stabilisation action. 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 is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant Tranche and 60 days after the date of
the allotment of the relevant Tranche. Any stabilisation action or over- allotment must be conducted by
the relevant Stabilising Manager(s) (or any person acting on behalf of any Stabilising Manager(s)) in
accordance with all applicable laws and rules (including but not limited to the laws of the United
Kingdom and Austria (such as the Austrian Capital Market Act or the Austrian Stock Exchange Act)).
In this Prospectus, unless otherwise specified or the context otherwise requires, references, to "¥" and
"JPY" are to Japanese yen, to "CHF" are to Swiss francs, to "£", "GBP", "Sterling" or "pounds" are to
pounds sterling and to "", "EUR", "Euro" and "euro" are to the currency introduced at the start of

3

the third stage of European economic and monetary union pursuant to the Treaty establishing the
European Union, as amended from time to time.

4

Table of Contents
Page
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 6
SUPPLEMENTARY PROSPECTUS ................................................................................................................. 7
RISK FACTORS ................................................................................................................................................ 8
DESCRIPTION OF THE PROGRAMME ........................................................................................................16
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................22
OVERVIEW OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM ......................44
USE OF PROCEEDS ........................................................................................................................................50
GUARANTEE BY THE REPUBLIC OF AUSTRIA AND METHOD OF ITS USE FOR AN ISSUE OF
NOTES .....................................................................................................................................................51
ASFINAG .........................................................................................................................................................52
FINANCIAL STATEMENTS OF THE GROUP ..............................................................................................59
TAXATION .......................................................................................................................................................62
SUBSCRIPTION AND SALE ..........................................................................................................................68
FORM OF FINAL TERMS ...............................................................................................................................72
GENERAL INFORMATION ............................................................................................................................80
DEFINITIONS ..................................................................................................................................................82
SIGNATURE .....................................................................................................................................................91
SCHEDULE THE MASTER GUARANTEE 2014 .......................................................................................92

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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with (i) the audited consolidated annual financial
statements of the Issuer and the Group for the financial years ended 31 December 2013 and 2014 (together in
each case with the audit report thereon) and (ii) the Terms and Conditions of the Notes set out on pages 21 to
42 and the Form of Final Terms set out on pages 68 to 74 of the base prospectus dated 19 March 2013 of the
Issuer which constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive, each of
which have been previously published or are published simultaneously with this Prospectus and which have
been filed with the FMA. Such documents shall be incorporated in, and form part of this Prospectus, save that
any statement contained in a document which is incorporated by reference herein shall be deemed to be
modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise).
Copies of documents incorporated by reference in this Prospectus may be obtained without charge from the
specified offices of each of the Paying Agents and the Issuer during normal business hours, or at
http://www.asfinag.at/investor-relations, at least for a period of 12 months from the date of approval of this
Prospectus.
For ease of reference, the tables below set out the relevant page references for the financial statements, the
notes to the financial statements and the auditors' reports of the Issuer and the Group for the year ended
31 December 2013 as set out in the Issuer's Consolidated Financial Statements 2013 ("Jahresfinanzbericht
2013") and for the year ended 31 December 2014 as set out in the Issuer's Consolidated Financial Statements
2014 ("Jahresfinanzbericht 2014"), each of which was drawn up in accordance with IFRS. Any information
not listed in the cross-reference table but included in the documents incorporated by reference is given for
information purposes only.
Information contained in the documents incorporated by reference into this Prospectus, which is not itself
incorporated by reference, is either not relevant for investors or else is covered elsewhere in this Prospectus.
Consolidated Financial Statements 2013 ("Jahresfinanzbericht 2013")
Consolidated Balance Sheet ...............................................................................................
Page 62
Consolidated Income Statement .........................................................................................
Page 63
Consolidated Cash Flow Statement ....................................................................................
Page 66
Notes to the consolidated financial statements ("Konzernanhang") ..................................
Pages 67-129
Unqualified auditor's report ("Bestätigungsvermerk") .......................................................
Pages 156-157
Consolidated Financial Statements 2014 ("Jahresfinanzbericht 2014")
Consolidated Balance Sheet ...............................................................................................
Page 80
Consolidated Income Statement .........................................................................................
Page 81
Consolidated Cash Flow Statement ....................................................................................
Page 84
Notes to the consolidated financial statements ("Konzernanhang") ..................................
Pages 85-147
Unqualified auditor's report ("Bestätigungsvermerk") .......................................................
Pages 77-78

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SUPPLEMENTARY PROSPECTUS
The Issuer (i) is obliged under Section 6 of the Austrian Capital Market Act (the "CMA") to produce a
supplement to the Prospectus between the time when this Prospectus is approved and the final closing of an
offer to the public or, as the case may be, the time when trading on a regulated market begins, whichever
occurs later, and (ii) has given an undertaking to the Dealers that, in each case, if at any time during the
duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to
information contained in this Prospectus which is capable of affecting the assessment of any Notes to be
offered or listed under this Prospectus whose inclusion in this Prospectus or removal is necessary for the
purpose of allowing an investor to make an informed assessment of the assets and liabilities, financial
position, profits and losses and prospects of the Issuer, and the rights attaching to the Notes, the Issuer shall
prepare an amendment or supplement to this Prospectus or publish a replacement Prospectus for use in
connection with any subsequent offering of the Notes and shall supply to each Dealer such number of copies
of such supplement hereto as such Dealer may reasonably request.

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RISK FACTORS
The Issuer is of the opinion that the following factors may affect its financial or other condition, its ability to
fulfil its obligations under Notes issued under the Programme and its ability to pay interest, principal or other
amounts on or in connection with any Notes. All of these factors are contingencies that may or may not occur
and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated
with Notes issued under the Programme are also described below.
The Issuer is of the opinion that the factors described below represent the principal risks inherent in investing
in Notes issued under the Programme, but the Issuer may be unable to pay interest, principal or other
amounts on or in connection with any Notes, as a result of which the investors could lose some or all of their
investment in the Notes, for other reasons and the Issuer does not represent that the statements below
regarding the risks of holding any Notes are exhaustive. Prospective investors should also read the detailed
information set out elsewhere in this Prospectus (including any documents incorporated by reference herein)
and reach their own views prior to making any investment decision.
Factors that may affect the Issuer's ability to fulfil its obligations under Notes issued under or
in connection with the Programme
Risk of the Republic of Austria not being able to meet guarantee obligations
ASFINAG benefits from a statutory guarantee by the Republic of Austria (rated "AA+" by Standard &
Poor's, "Aaa" by Moody's, and "AA+" by Fitch Ratings Limited) which is contractually implemented by the
Master Guarantee and is unconditional, direct and irrevocable. The risk of ASFINAG being unable to fulfil its
financial obligations under the Notes is the risk that the Republic of Austria cannot meet this guarantee
obligation.
Risk of the Issuer being affected by negative developments in the financial or economic environment or
other risks inherent to the Issuer
Adverse developments in global economic and financial market conditions or within the legal framework of
the Issuer's activities may have a negative impact on the performance of the Issuer. In particular, during 2008
and early 2009, global credit markets tightened significantly, initially prompted by concerns over the United
States sub-prime mortgage crisis and the valuation and liquidity of mortgage-backed securities and other
financial instruments, such as asset-backed commercial paper, and later spreading to various other areas. This
has resulted in the failure and/or the nationalisation of several large financial institutions in the United States,
the United Kingdom and other countries, including Austria. Additionally, credit risks may continue to be
greater and more pervasive than previously thought. The functioning of financial markets has also become
increasingly impaired and financial volatility has increased substantially.

Many of the world's largest economies and financial institutions have since the escalation of the continuing
financial debt crisis in 2010 faced extreme financial difficulty, including a decline in asset prices, liquidity
problems and limited availability of credit. The macroeconomic situation of some countries in the Eurozone is
characterised by a significant budget deficit which is accompanied by a large public debt in relation to gross
domestic product. This debt crisis which still continues in 2015 led to higher and more volatile spreads in the
capital markets for government bond issues of such countries. The economic uncertainty continued with
multiple downgrades of sovereign credit ratings, particularly in the Eurozone. High levels of sovereign debt
are negatively impacting growth in the global economy. It is uncertain how long these effects will last, or
whether economic and financial trends will worsen. There is a risk that the steps taken by various

8

governments to ameliorate the debt crisis will not be successful and that they will instead lead or contribute to
a deeper and/or longer-lasting recession. The national budget of Greece, in particular, is heavily in deficit. It
cannot be excluded that countries in particular in the Eurozone may not be able to make payments under
outstanding government bond issues in which case holders of such bonds would have to record depreciation
accordingly.
Such economic conditions may adversely affect the ability of the Issuer's distributors, customers, suppliers
and service providers to pay for its products, or otherwise to buy necessary inventory or raw materials, and to
perform their obligations under agreements with the Issuer, which could disrupt the Issuer's operations, and
negatively impact its business and cash flow. Some of the Issuer's distributors, customers, suppliers and
service providers may be unable to pay their bills in a timely manner, or may even become insolvent, which
could negatively impact the Issuer's business and results of operations. The Issuer's performance will
continue to be influenced by conditions in the global, and especially European, economy, the outlook for
which over the near to medium term remains challenging. In general, should economic conditions affecting
the Issuer remain subdued, the Issuer's business, financial conditions and operations could be adversely
affected.
In particular, the following risks may affect the Issuer and its ability to pay principal, interest or other
amounts:
Financial Risk
The Issuer's ability to borrow from banks or in the capital markets to meet its financial requirements is
dependent on favourable market conditions. Financial crises in particular geographic regions, industries or
economic sectors have led, in the past, and could lead in the future to sharp declines in the currencies, stock
markets and other asset prices, in turn threatening affected financial systems and economies.
Overall funding costs may rise significantly due to investors requiring higher premiums for their bonds or due
to increases in interest rates, which could adversely affect the Issuer.
As to the Issuer's foreign currency risk, volatile interest rate movements could adversely impact the valuation
of the Issuer's existing liabilities, which could negatively affect the Issuer's financial results.
Third parties that owe the Issuer debts or other obligations may not pay or perform their obligations due to
bankruptcy, illiquidity, operational failure or other reasons. The Issuer's results could be affected by such
counterparty risk.
Sales Risk
Traffic frequency may fall as a result of a general economic crisis, which may have a negative impact on the
Issuer's toll revenue.
Additionally, adverse economic conditions may impact other costs of the Issuer, such as construction costs.
Industry-specific and Regulatory Risk
The legal and regulatory requirements relating to construction have a marked influence on the cost to and
capital of the Issuer due to the Issuer's involvement in high levels of construction. One important factor in this
regard is the legal requirements relating to environmental protection measures which may further tighten in
the future resulting in higher compliance costs for the Issuer.
Operational Risk (IT systems)
The Issuer is increasingly dependent on highly sophisticated information technology ("IT") systems. IT
systems are vulnerable to a number of problems, such as computer virus infection, malicious hacking,

9

physical damage to vital IT centres and software or hardware malfunctions. Additionally, further operational
risks may stem from inadequate or failed internal processes, people and systems or from external events.
Failure to manage such risks may affect the Issuer's ability to fulfil its obligations under Notes issued under
the Programme.
Labour Force and Turnover Risk
The Issuer's success depends on the ability and experience of its senior management and specialist staff. The
loss of key employees could have a material adverse effect on the Issuer's capabilities and performance
levels.
Risks relating to building and maintenance activities of the Issuer
The Issuer is responsible for planning, construction and maintenance of Austria's high ranking road network.
The costs related to these tasks can exceed those anticipated due to unforeseen circumstances such as new
regulations regarding building activities, approval procedures taking longer than expected, additional
planning modifications, unexpected soil properties or incidents like fire and natural disasters. The Issuer's
results could be negatively affected by such higher costs.
Factors which are material for the purpose of assessing the market risks associated with Notes
issued under the Programme
Risk of Notes not being a suitable investment for all investors
Each potential investor in any Notes must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the
merits and risks of investing in the relevant Notes and the information contained or incorporated by
reference in this Prospectus or any supplement thereto;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the relevant Notes and the impact such investment will
have on its overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant
Notes, including where principal or interest is payable in one or more currencies, or where the
currency for principal or interest payments is different from the potential investor's currency;
(iv) understand thoroughly the terms of the relevant Notes; and
(v)
be 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.
A potential investor should not invest in Notes unless it has the expertise (either alone or with the help of a
financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on
the value of such Notes and the impact this investment will have on the potential investor's overall investment
portfolio.
Risks related to the structure of a particular issue of Notes
Some Notes issued under the Programme may have features which contain particular risks for potential
investors. Set out below is a description of certain such features:

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