Obligation Lansförsäkringar Banken 0.75% ( XS2052216970 ) en SEK

Lansförsäkringar Banken

99.86 % ▼

Suede

XS2052216970 ( en SEK )

0.75% par an ( paiement annuel )

12/09/2024 - Obligation échue

Prospectus brochure de l'obligation Lansforsakringar Bank XS2052216970 en SEK 0.75%, échue

Länsförsäkringar Bank est une banque suédoise appartenant au groupe Länsförsäkringar, offrant une gamme de services bancaires aux particuliers et aux entreprises, notamment des comptes courants, des prêts, des placements et des services de gestion de patrimoine, axés sur une approche locale et durable.

L'Obligation émise par Lansförsäkringar Banken ( Suede ) , en SEK, avec le code ISIN XS2052216970, paye un coupon de 0.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/09/2024

LÄNSFÖRSÄKRINGAR BANK AB (publ)
(incorporated with limited liability in Sweden under corporate registration number 516401-9878)
EUR 4,000,000,000
Euro Medium Term Note Programme
Due from One month from the date of original issue
Under the Euro Medium Term Note Programme described in this Base Prospectus (the Programme), Länsförsäkringar Bank AB (publ) (the Issuer or
the Bank), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the Notes).
Under the Programme, Notes may be (i) senior preferred notes with the ranking described in Condition 3(a) of the Terms and Conditions of the Notes
(the Senior Preferred Notes), (ii) senior non-preferred notes with the ranking described in Condition 3(b) of the Terms and Conditions of the Notes
(the Senior Non-Preferred Notes) or (iii) subordinated notes with the ranking described in Condition 3(c) of the Terms and Conditions of the Notes
(the Subordinated Notes). The aggregate nominal amount of Notes outstanding will not at any time exceed 4,000,000,000 (or the equivalent in other
currencies).
An investment in Notes issued under the Programme involves certain risks. For a discussion of some 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 (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. Investors should make their own assessment as to the suitability of investing in the Notes.
The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality
or solvency of the Issuer in accordance with Article 6(4) of the Luxembourg Act dated 16 July 2019 on prospectuses for securities. Application has
been made to the Luxembourg Stock Exchange for the Notes to be listed on the official list and traded on the Regulated Market of the Luxembourg
Stock Exchange.
In relation to Notes which are admitted to trading on a regulated market in the European Economic Area (the EEA), this Base Prospectus (as
supplemented as at the relevant time, if applicable) is valid for a period of one year from the date hereof. 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 and the validity of this Base Prospectus will expire on 30 March 2022.
References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on
the Luxembourg Stock Exchange's regulated market and have been admitted to the official list of the Luxembourg Stock Exchange. The Luxembourg
Stock Exchange's Regulated Market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2014/65/EU).
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes which are to be admitted to trading on a regulated
market in the EEA and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2)
of the Prospectus Regulation. The requirement to publish a prospectus under the Financial Services and Markets Act 2000 (the FSMA) only applies
to Notes which are admitted to trading on a UK regulated market as defined in Regulation (EU) No 600/2014 on markets in financial instruments as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (UK MiFIR) and/or offered to the public in the United
Kingdom other than in circumstances where an exemption is available under section 86 of the FSMA.
References in this Base Prospectus to Exempt Notes are to Notes for which no prospectus is required to be published under the Prospectus Regulation
and the FSMA. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes.
Each Series (as defined in "Overview of the Programme") 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). 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. Global Notes and Certificates may (or in the case of Notes listed on the Luxembourg Stock Exchange will) be deposited on the
issue date with a common depositary or, as the case may be, a common safekeeper on behalf of Euroclear Bank SA/NV (Euroclear) and Clearstream
Banking S.A. (Clearstream, Luxembourg). The provisions governing the exchange of interests in Global Notes for other Global Notes and definitive
Notes are described in "Overview of Provisions Relating to the Notes while in Global Form".
Tranches of Notes (as defined in "Overview of the Programme") may be rated or unrated. Where a Tranche of Notes is rated, such rating will be
specified in the relevant Final Terms (or Pricing Supplement, in the case of Exempt Notes). It is expected that the Senior Preferred Notes will be rated
A by S&P Global Ratings Europe Limited, Sucursal En España (S&P) and A1 by Moody's Investors Service (Nordics) AB (Moody's). 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.
See "Overview of the Programme" for the meanings of the ratings set out above. Both S&P and Moody's are established in the EEA and registered
under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of S&P and Moody's is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Neither S&P nor Moody's
is established in the United Kingdom and, accordingly, any ratings assigned to the Notes by Moody's and/or S&P will be endorsed by S&P Global
Ratings UK Limited and Moody's Investors Service Limited, respectively, in accordance with Regulation (EC) No. 1060/2009 as it forms part of domestic
law by virtue of the EUWA (the UK CRA Regulation) for use in the United Kingdom. Each of S&P Global Ratings UK Limited and Moody's Investors
Service Limited is established in the United Kingdom and registered in accordance with the UK CRA Regulation.
Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information
which is applicable to each Tranche of Notes will (other than in the case of Exempt Notes, as defined above) be set out in a final terms document (the
Final Terms) which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount
of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche will
be set out in a pricing supplement document (the Pricing Supplement).
Arranger
UBS Investment Bank
Dealers
Credit Suisse
Danske Bank
NatWest Markets
Nordea
SEB
Swedbank
UBS Investment Bank
The date of this Base Prospectus is 30 March 2021

IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes
issued under the Programme for the purposes of Article 8 of the Prospectus Regulation. Prospectus
Regulation means Regulation (EU) 2017/1129.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the Final
Terms or, in the case of Exempt Notes, the Pricing Supplement for each Tranche of Notes issued under
the Programme. To the best of the knowledge of the Issuer (having taken al reasonable care to ensure
that such is the case) the information contained in this Base Prospectus is in accordance with the facts
and makes no omission likely to affect its import.
This Base Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference (see "Documents Incorporated by Reference" below).
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.
No person has been authorised to give any information or to make any representation other than those
contained in this Base 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 Arranger (as defined in "Overview of the Programme"). Neither the
delivery of this Prospectus nor any sale made in connection herewith shal , under any circumstances,
create any implication that there has been no change in the affairs of the Issuer or the Issuer and its
subsidiaries and affiliates taken as a whole (the Bank Group) since the date hereof or the date upon
which this Base Prospectus has been most recently amended or supplemented or that there has been
no adverse change in the financial position of the Issuer or the Bank Group since the date hereof or the
date upon which this Base 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 or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by the
Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction.
The Notes have not been and wil not be registered under the United States Securities Act of 1933, as
amended (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 Base Prospectus, see "Subscription and Sale".
This Base 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.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. None of the Dealers or the Arranger makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in
this Base Prospectus. Neither this Base Prospectus nor any other financial statements 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 Arranger or the Dealers that any recipient of this Base Prospectus or any other
financial statements should purchase the Notes. Prospective investors should have regard to the factors
described under the section headed "Risk Factors" in this Base Prospectus. The Base Prospectus does
not describe all of the risks of an investment in the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Base Prospectus and its purchase
of Notes should be based upon such investigation as it deems necessary. None of the Dealers or the
Arranger undertakes to review the financial condition or affairs of the Issuer or the Bank Group during
the life of the arrangements contemplated by this Base 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
Arranger.
2

In connection with the issue of any Tranche, the Dealer or Dealers (if any) acting as the stabilisation
manager(s) (the Stabilisation Manager(s)) (or persons acting on behalf of any Stabilisation
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 stabilisation may not
necessarily occur. Any stabilisation action may begin on or after the date on which adequate public
disclosure of the final terms of the offer of the relevant Tranche 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
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 Stabilisation Manager(s) (or persons acting on behalf of
any Stabilisation Manager(s)) in accordance with al applicable laws and rules.
The Notes may not be a suitable investment for al investors. Each potential investor in the Notes must
determine the suitability of that investment in light of its own circumstances. In particular, each potential
investor may wish to consider, either on its own or with the help of its financial and other professional
advisers, whether it:
(i)
has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Base Prospectus or any applicable supplement;
(i )
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Notes and the impact the Notes will have on
its overall investment portfolio;
(i i)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes, including Notes where the currency for principal or interest payments is different from
the potential investor's currency;
(iv)
understands thoroughly the terms of the Notes and is familiar with the behaviour of 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 are legal investments for it, (2) Notes can be used as collateral for various types of borrowing
and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should
consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes
under any applicable risk-based capital or similar rules.
In this document, unless otherwise specified or the context otherwise requires, all references to U.S.
dollars, U.S.$ and dollars are to the lawful currency of the United States of America, references to
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,
references to Sterling and £ are to the lawful currency of the United Kingdom, and references to
Swedish Kronor, Kronor, Swedish Krona, Krona or SEK are to the lawful currency of the Kingdom
of Sweden.
Certain figures included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which
precede them.
In this Base Prospectus, unless the contrary intention appears, a reference to a law or a provision of
law is a reference to that law or provision as extended, amended or re-enacted.
Amounts payable on Floating Rate Notes and Fixed Reset Notes may, if so specified in the applicable
Final Terms (or Pricing Supplement, in the case of Exempt Notes), be calculated by reference to one
of LIBOR, EURIBOR, STIBOR, NIBOR, HKD-HIBOR, AUD-BBR-BBSW or CDOR. As at the date of
this Base Prospectus, European Money Markets Institute (as administrator of EURIBOR), Norske
3

Finansiel e Referanser AS (as administrator of NIBOR) and ASX Benchmarks Limited (as administrator
of AUD-BBR-BBSW) are included in ESMA's register of administrators under Article 36 of the
Regulation (EU) No. 2016/1011 (the Benchmarks Regulation). As at the date of this Base Prospectus,
the administrators of LIBOR, CDOR, STIBOR or HKD-HIBOR are not included in ESMA's register of
administrators under the Benchmarks Regulation. As far as the Issuer is aware, the transitional
provisions in Article 51 of the Benchmarks Regulation apply, such that none of ICE Benchmark
Administration Limited (as administrator of LIBOR), Refinitiv Benchmark Services (UK) Limited (as
administrator of CDOR), the Swedish Financial Benchmark Facility (as administrator of STIBOR) and
Treasury Markets Association (as administrator of HKD-HIBOR), is currently required to obtain
authorisation or registration (or, if located outside the European Union (EU), recognition, endorsement
or equivalence).
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes,
or in the case of Exempt Notes, the Pricing Supplement, may include a legend entitled "MiFID II Product
Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the target market assessment;
however, a distributor subject to MiFID II (as defined below) is responsible for undertaking its own target
market assessment in respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID
Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance
Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates wil be a manufacturer for the
purpose of the MiFID Product Governance Rules.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes,
or in the case of Exempt Notes, the Pricing Supplement, may include a legend entitled "UK MiFIR
Product Governance" which wil outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the target market assessment;
however, a distributor subject to 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 (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 is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MIFIR Product Governance Rules.
NOTIFICATION UNDER SECTION 309B(1)(c) OF THE SECURITIES AND FUTURES ACT
(CHAPTER 289) OF SINGAPORE (the SFA) Unless otherwise stated in the Final Terms (or Pricing
Supplement, in the case of Exempt Notes) in respect of any Notes, all Notes issued or to be issued
under the Programme shall be prescribed capital markets products (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018 of Singapore) 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 EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes (or Pricing Supplement, in the case of Exempt Notes) includes
a legend entitled "Prohibition of Sales to EEA 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 European Economic Area (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 Directive
2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97
(the Insurance Distribution Directive), where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II; or (ii ) not a qualified investor as defined in Regulation
4

(EU) 2017/1129 (the Prospectus Regulation). Consequently no key information document required
by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the
Notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or sel ing the Notes 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 Pricing Supplement, in the case of Exempt Notes) includes
a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom (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 (i ) a customer within the meaning
of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, 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
(i i) 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 sel ing the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

5

Table of Contents
Clause

Page
Overview of the Programme .............................

7
Risk Factors ......................................................

13
Documents Incorporated by Reference .............

32
Applicable Final Terms .....................................

34
Applicable Pricing Supplement ........................

46
Terms and Conditions of the Notes ...................

59
Overview of Provisions Relating to the Notes while in Global Form

92
Use of Proceeds.................................................

97
Description of the Issuer ...................................

98
Taxation ............................................................

106
Subscription and Sale ........................................

109
General Information ..........................................

114

6

Overview of the Programme
The following overview does not purport to be complete and is taken from, and is qualified in its
entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions
of any particular Tranche of Notes, the relevant Final Terms (or, in the case of Exempt Notes,
the relevant Pricing Supplement). The Issuer and any relevant Dealer may agree that Notes shall
be issued in a form other than that contemplated in the Terms and Conditions, in which event,
in the case of Notes other than Exempt Notes and, if appropriate, a supplement to the Base
Prospectus or a new Base Prospectus will be published.
This Overview constitutes a general description of the Programme for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980 (the Delegated Regulation).

Issuer:
Länsförsäkringar Bank AB (publ)
Issuer
Legal
Entity 549300C6TUMDXNOVXS82
Identifier (LEI):
Risk Factors:
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under Notes issued under the Programme. As set out
under "Risk Factors" above, these risks include credit risks resulting
from the Issuer's lending activities; currency risks (which arise as the
Issuer currently lends in Swedish Kronor but may fund itself in foreign
currencies); risks relating to the Issuer's dependence on the ability to
refinance borrowings on their maturity; the risk of incurring losses due
to deficiencies or errors in internal processes and control routines,
human errors or external events that affect operations; risks relating
to regulatory supervision of the Issuer's business; and risks relating to
competition within the Swedish banking sector.

In addition, there are certain factors which are material for the purpose
of assessing the market risks associated with Notes issued under the
Programme. These are set out under "Risk Factors" and include
certain risks relating to the structure of particular Series of Notes; and
certain market risks.
Description:
Euro Medium Term Note Programme
Size:
Up to EUR 4,000,000,000 (or the equivalent in other currencies at the
date of issue) aggregate nominal amount of Notes outstanding at any
one time.
Arranger:
UBS Europe SE
Dealers:
Credit Suisse Securities Sociedad de Valores S.A.
Danske Bank A/S
NatWest Markets N.V.
Nordea Bank Abp
Skandinaviska Enskilda Banken AB (publ)
Swedbank AB (publ)
UBS Europe SE

The Issuer may from time to time terminate the appointment of any
dealer under the Programme or appoint additional dealers either in
respect of one or more Tranches or in respect of the whole
Programme. References in this Base Prospectus to Permanent
Dealers are to the persons listed above as Dealers and to such
additional persons that are appointed as dealers in respect of the
whole Programme (and whose appointment has not been terminated)
7

Overview of the Programme
and to Dealers are to al Permanent Dealers and al persons
appointed as a dealer in respect of one or more Tranches.
Trustee:
Citicorp Trustee Company Limited
Issuing and Paying Agent: Citibank, N.A., London Branch
Method of Issue:
The Notes wil be issued on a syndicated or non-syndicated basis.
The Notes wil be issued in series (each a Series) having one or more
issue dates and on terms otherwise identical (or identical other than
in respect of the first payment of interest), the Notes of each Series
being intended to be interchangeable with al other Notes of that
Series. Each Series may be issued in tranches (each a Tranche) on
the same or different issue dates. The specific terms of each Tranche
will be completed in the final terms (the Final Terms) or, in the case
of Exempt Notes, the pricing supplement (the Pricing Supplement).
Issue Price:
Notes may be issued at their nominal amount or at a discount or
premium to their nominal amount. The Issue Price wil be specified in
the relevant Final Terms or, in the case of Exempt Notes, the relevant
Pricing Supplement.
Form of Notes:
The Notes may be issued in bearer form only (Bearer Notes), in
bearer form exchangeable for Registered Notes (Exchangeable
Bearer Notes) or in registered form only (Registered Notes). Each
Tranche of Bearer Notes and Exchangeable Bearer Notes will be
represented on issue by a temporary Global Note if (i) definitive Notes
are to be made available to Noteholders following the expiry of 40
days after their issue date or (i ) such Notes have an initial maturity of
more than one year and are being issued in compliance with the D
Rules (as defined in "Overview of the Programme Sel ing
Restrictions"), otherwise such Tranche will be represented by a
permanent Global Note.
Registered Notes wil be represented by Certificates, one Certificate
being issued in respect of each Noteholder's entire holding of
Registered Notes of one Series. Certificates representing Registered
Notes that are registered in the name of a nominee for one or more
clearing systems or in the name of a nominee of the common
safekeeper, as the case may be, are referred to as Global
Certificates.
Clearing Systems:
Clearstream, Luxembourg, Euroclear and, in relation to any Tranche,
such other clearing system as may be agreed between the Issuer, the
Issuing and Paying Agent, the Trustee and the relevant Dealer.
Initial Delivery of Notes:
On or before the issue date for each Tranche, the Global Note
representing Bearer Notes or Exchangeable Bearer Notes or the
Certificate representing Registered Notes may (or, in the case of
Notes listed on the Luxembourg Stock Exchange, shal ) be deposited
with a common depositary or, as the case may be, a common
safekeeper for Euroclear and Clearstream, Luxembourg. Global
Notes or Certificates relating to Notes that are not listed on the
Luxembourg Stock Exchange may also be deposited with any other
clearing system or may be delivered outside any clearing system
provided that the method of such delivery has been agreed in advance
by the Issuer, the Issuing and Paying Agent, the Trustee and the
relevant Dealer. Registered Notes that are to be credited to one or
more clearing systems on issue wil be registered in the name of
nominees or a common nominee for such clearing systems or
common safekeeper, as the case may be.
8

Overview of the Programme
Currencies:
Subject to compliance with all relevant laws, regulations and
directives, Notes may be issued in any currency agreed between the
Issuer and the relevant Dealers.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, any maturity from one month from the date of original issue.
According to the Prospectus Regulation, the CSSF is not competent
to approve prospectuses for the admission to trading of money market
instruments having a maturity at issue of less than 12 months and
complying also with the definition of securities stated therein.
Denomination:
Notes wil be in such denominations as may be specified in the
relevant Final Terms or, in the case of Exempt Notes, the relevant
Pricing Supplement, save that (i) the minimum denomination of Notes
(other than in the case of Exempt Notes) shall be 100,000 (or its
equivalent in any other currency as at the date of issue of the Notes);
and (ii) unless otherwise permitted by then current laws and
regulations, Notes which have a maturity of less than one year from
their date of issue will have a minimum denomination of £100,000 (or
its equivalent in other currencies).
Fixed Rate Notes:
Fixed interest wil be payable in arrear on the date or dates in each
year specified in the relevant Final Terms or, in the case of Exempt
Notes, the relevant Pricing Supplement.
Fixed Reset Notes:
Fixed Reset Notes will, in respect of an initial period, bear interest at
the initial fixed rate of interest specified in the relevant Final Terms
(or, in the case of Exempt Notes, the relevant Pricing Supplement).
Thereafter, the fixed rate of interest will be reset on one or more
date(s) specified in the relevant Final Terms (or, in the case of Exempt
Notes, relevant Pricing Supplement) by reference to a mid-market
swap rate for the relevant Specified Currency, and for a period equal
to the reset period, as adjusted for any applicable margin, in each
case as may be specified in the relevant Final Terms (or, in the case
of Exempt Notes, the relevant Pricing Supplement).
Floating Rate Notes:
Floating Rate Notes will bear interest determined separately for each
Series as follows:

(i)
on the same basis as the floating rate under a notional interest
rate swap transaction in the relevant Specified Currency
governed by an agreement incorporating the 2006 ISDA
Definitions, as published by the International Swaps and
Derivatives Association, Inc.; or

(i )
by reference to LIBOR, EURIBOR, STIBOR, NIBOR, HKD-
HIBOR, AUD-BBR-BBSW or CDOR (or such other
benchmark as may be specified in the relevant Final Terms
(or, in the case of Exempt Notes, the relevant Pricing
Supplement)) as adjusted for any applicable margin.

Interest periods will be specified in the relevant Final Terms or, in the
case of Exempt Notes, the relevant Pricing Supplement.
Zero Coupon Notes:
Zero Coupon Notes may be issued at their nominal amount or at a
discount to it and will not bear interest.
Exempt Notes:
The Issuer may agree with any Dealer that Exempt Notes may be
issued in a form not contemplated by the Terms and Conditions of the
Notes, in which event the relevant provisions will be included in the
applicable Pricing Supplement.
9

Overview of the Programme
Benchmark
In the case of Floating Rate Notes or Fixed Reset Notes, if a
Discontinuation
Benchmark Event occurs, then the Issuer shall use its reasonable
endeavours to appoint an Independent Adviser, as soon as
reasonably practicable, to determine a Successor Rate, failing which,
an Alternative Rate and, in either case, the applicable Adjustment
Spread and any Benchmark Amendments, as further described in
Condition 5(l).
Interest
Periods
and The length of the interest periods for the Notes and the applicable
Interest Rates:
interest rate or its method of calculation may differ from time to time
or be constant for any Series. Notes may have a maximum interest
rate, a minimum interest rate, or both. The use of interest accrual
periods permits the Notes to bear interest at different rates in the same
interest period.
Redemption:
The relevant Final Terms (or, in the case of Exempt Notes, the
relevant Pricing Supplement) will specify the basis for calculating the
redemption amounts payable which for Notes other than Zero Coupon
Notes wil be at 100 per cent. of their nominal amount. Unless
permitted by then current laws and regulations, Notes (including
Notes denominated in sterling) which have a maturity of less than one
year and in respect of which the issue proceeds are to be accepted
by the Issuer in the United Kingdom or whose issue otherwise
constitutes a contravention of section 19 of the Financial Services and
Markets Act 2000 must have a minimum redemption amount of
£100,000 (or its equivalent in other currencies).
Status of Notes:
Senior Preferred Notes
Senior Preferred Notes will constitute unsubordinated and unsecured
obligations of the Issuer and the claims of holders of the Senior
Preferred Notes shall, in the event of the voluntary or involuntary
liquidation (Sw: likvidation) or bankruptcy (Sw: konkurs) of the Issuer,
rank as described in Condition 3(a) in relation to the claims of other
creditors.
Senior Non-Preferred Notes
Senior Non-Preferred Notes will constitute unsubordinated and
unsecured obligations of the Issuer and the claims of holders of the
Senior Non-Preferred Notes shal , in the event of the voluntary or
involuntary liquidation (Sw: likvidation) or bankruptcy (Sw: konkurs) of
the Issuer, rank as described in Condition 3(b) in relation to the claims
of other creditors.
Subordinated Notes
Subordinated Notes will constitute subordinated obligations of the
Issuer. Payments in respect of the Subordinated Notes wil be
subordinated as described in Condition 3(c).
Negative Pledge:
None.
Cross Default:
Applicable to Senior Preferred Notes only. See "Terms and Conditions
of the Notes-Events of Default".
Early Redemption:
Early redemption of any Notes wil be permitted:
(i)
at the option of the Issuer, for taxation reasons as described
in Condition 6(c);
10