Obligation Aktia Bank 0.25% ( XS1210338015 ) en EUR

Aktia Bank

100 % ▼

Finlande

XS1210338015 ( en EUR )

0.25% par an ( paiement annuel )

31/03/2022 - Obligation échue

Prospectus brochure de l'obligation Aktia Bank XS1210338015 en EUR 0.25%, échue

100 000 EUR

500 000 000 EUR

Aktia est une banque finlandaise offrant des services bancaires aux particuliers, aux entreprises et aux investisseurs institutionnels, avec une forte présence dans les régions de Finlande occidentale et orientale.

L'obligation Aktia Bank (XS1210338015), émise en Finlande pour un montant total de 500 000 000 EUR, avec un taux d'intérêt de 0,25 %, une taille minimale d'achat de 100 000 EUR, et une maturité le 31/03/2022, a été intégralement remboursée à son échéance à un prix de marché de 100%.

BASE PROSPECTUS
AKTIA BANK PLC
(incorporated with limited liability in Finland)
4,000,000,000
Euro Medium Term Note and Covered Bond Programme
Under this 4,000,000,000 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 4,000,000,000 (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) on an unsubordinated basis 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 "Overview 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 de 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
23 July 2021) 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). For these purposes, references(s) to the EEA include(s) the United Kingdom. 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.bourse.lu).
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 Ltd. (Moody's) and a 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, subject to the lowest level of credit 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.
Moody's is established in the United Kingdom and S&P is established in the European Union. Each of Moody's and S&P is
registered under the 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 on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the 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
BofA Securities
Crédit Agricole CIB
Landesbank Baden-Württemberg
Natixis
Nordea
Nykredit Bank A/S
J.P. Morgan
UniCredit Bank
The date of this Base Prospectus is 23 July 2020.

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 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
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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 LIBOR, EURIBOR,
STIBOR, NIBOR, CHF LIBOR, GBP LIBOR or USD LIBOR (BBA). As at the date of this Base
Prospectus, ICE Benchmark Administration Limited (as administrator of LIBOR, CHF LIBOR, GBP
LIBOR and USD LIBOR (BBA)) and European Money Markets Institute (as administrator of
EURIBOR) 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 STIBOR or NIBOR are not included in ESMA's register of administrators under Article 36 of 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 the Swedish Financial Benchmark Facility (as
administrator of STIBOR) and Norske Finansielle Referanser AS (as administrator of NIBOR), is
currently required to obtain authorisation or registration (or, if located outside the European Union,
recognition, endorsement or equivalence).
IMPORTANT EEA AND UK RETAIL INVESTORS
If the Final Terms in respect of any Notes or Covered Bonds includes a legend entitled "Prohibition of Sales
to EEA and 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 European Economic Area (EEA) or 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 (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 or 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 EEA or in the UK may be
unlawful under the PRIIPs Regulation.
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.
SINGAPORE: SECTION 309B(1)(C) NOTIFICATION
In connection with Section 309B of the Securities and Futures Act (Chapter 289) 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
4

the Programme as prescribed capital markets products (as defined in the CMP Regulations 2018) and
Excluded Investment Products (as defined in MSA 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
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, the United Kingdom, Belgium and Finland), 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
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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").
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 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.
6

CONTENTS
Clause
Page
Overview of the Programme .............................................................................................................................. 8
Risk Factors ...................................................................................................................................................... 16
Documents Incorporated by Reference ............................................................................................................ 43
Form of the Notes ............................................................................................................................................. 46
Form of the Covered Bonds ............................................................................................................................. 48
Applicable Final Terms .................................................................................................................................... 51
Terms and Conditions of the Notes .................................................................................................................. 68
Terms and Conditions of the Covered Bonds ................................................................................................. 109
Use of proceeds .............................................................................................................................................. 136
Description of the Issuer ................................................................................................................................. 137
Covered Bond Act .......................................................................................................................................... 144
Interest Rate Swaps ........................................................................................................................................ 150
Taxation .......................................................................................................................................................... 152
Subscription and Sale ..................................................................................................................................... 154
General Information ....................................................................................................................................... 159

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.
7

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 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 (the Delegated Regulation).

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 Securities plc
Dealers:
BNP Paribas

BofA Securities Europe SA
Crédit Agricole Corporate and Investment Bank

J.P. Morgan Securities plc

Landesbank Baden-Württemberg

Natixis

Nordea Bank Abp

Nykredit Bank A/S

UniCredit Bank AG

and any other Dealers appointed in accordance with the
Programme Agreement.
8

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 United
Kingdom, constitute deposits for the purposes of the prohibition
on accepting deposits contained in section 19 of the Financial
Services and Markets Act 2000 (FSMA) unless they are issued
to a limited class of professional investors and have a
denomination of at least £100,000 or its equivalent, see
"Subscription and Sale".
Issuing and Principal Paying Agent:
Citibank, N.A., London Branch
Programme Size:
Up to 4,000,000,000 (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.
Extendible Obligation for Covered The applicable Final Terms may also provide that the Issuer's
Bonds:
obligations to pay the Final Redemption Amount of the
applicable Series of Covered Bonds on their Maturity Date shall
be deferred until the Extended Final Maturity Date (as set out in
the applicable Final Terms (the Extended Final Maturity
Date)), provided that any amount representing the amount due
on the Maturity Date as set out in the applicable Final Terms (the
Final Redemption Amount) due and remaining unpaid on the
Maturity Date may be paid by the Issuer on any Interest Payment
9

Date thereafter up to (and including) the relevant Extended Final
Maturity Date. Such deferral will occur automatically if the
Issuer fails to pay the Final Redemption Amount of the relevant
Series of Covered Bonds on their Maturity Date. Interest will
continue to accrue on any unpaid amount and will be payable on
each Interest Payment Date falling after the Maturity Date up to
(and including) the Extended Final Maturity Date on the basis set
out in the applicable Final Terms.
Issue Price:
Notes and Covered Bonds may be issued on a fully-paid basis
and at an issue price which is at par or at a discount to, or
premium over, par. The Issue Price will be set out in the
applicable Final Terms.
Form of Notes and Covered Bonds:
The Notes and Covered Bonds will be issued in bearer form as
described in "Form of the Notes" and "Form of the Covered
Bonds" respectively.
Fixed Rate Notes and Fixed Rate Fixed interest will be payable on such date or dates as may be
Covered Bonds:
agreed between the Issuer and the relevant Dealer and on
redemption and will be calculated on the basis of such Day
Count Fraction as may be agreed between the Issuer and the
relevant Dealer.
Fixed Reset Notes:
The interest rate on Fixed Reset Notes will reset on each Reset
Date by reference to (i) the relevant Reset Margin and (ii) the
relevant Mid-Swap Rate or Reference Bond rate, as applicable.
Floating Rate Notes and Floating Rate Floating Rate Notes and Floating Rate Covered Bonds will bear
Covered Bonds:
interest at a rate determined:

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

(b)
on the basis of the reference rate set out in the applicable
Final Terms.

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

Floating Rate Notes and Floating Rate Covered Bonds may also
have a maximum interest rate, a minimum interest rate or both.

Interest on Floating Rate Notes and Floating Rate Covered
Bonds in respect of each Interest Period, as agreed prior to issue
by the Issuer and the relevant Dealer, will be payable on such
Interest Payment Dates, and will be calculated on the basis of
such Day Count Fraction, as may be agreed between the Issuer
and the relevant Dealer.
10