Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft

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12 Redemption Notes may provide that they will be or, at the option of the Issuer may be, redeemed, in lieu of a cash amount, by physical delivery of a given number of underlying equity securities. Credit Linked Notes A holder of a Credit Linked Note is exposed to the credit risk of the Issuer and that of one or more Reference Entities (as specified in the applicable Final Terms). There is no guarantee that the holders will receive the initial principal amount of such Notes or any interest thereon and ultimately the obligations of the Issuer to pay interest or the initial principal amount under such Notes may even be reduced to zero. Accordingly, the yield of Credit Linked Notes may be negative and the investor in such Notes may lose the value of his entire investment or part of it. Credit Linked Notes may provide that they, upon the occurrence of a Credit Event, will be redeemed, in lieu of a cash amount, by physical delivery of certain assets exposed to the credit risk of the Reference Entity in relation to which such Credit Event has occurred. Subordinated Notes In the event of the dissolution, liquidation, insolvency, composition or other proceedings for the avoidance of insolvency of, or against, the Issuer, such obligations will be subordinated to the claims of all unsubordinated creditors of the Issuer so that in any such event no amounts will be payable under such obligations until the claims of all unsubordinated creditors of the Issuer will have been satisfied in full. Financial Crisis Starting in the middle of 2007 due to the sub-prime mortgage crisis in the United States and in Great Britain the credit risk of market participants has been reassessed leading to a world-wide negative effect on the financial markets. The current financial crisis is characterised by a drastic limitation of lending activities between banks but also to third parties. The duration and further consequences and the impact of the crisis are not foreseeable so far. Risk can especially be seen in an increased volatility and widening of credit-spreads in the financial markets as well as a shortage of liquidity on the financial markets. In case of a continuous deterioration in the international financial markets a further limitation of lending activities and a general decline in the demand for bonds is anticipated thus creating a negative impact on the assets, the financial situation and the profitability of the Issuer. Resolutions of Holders Since the Terms and Conditions of the Notes provide for resolutions of Holders, either to be passed in a meeting of Holders or by vote taken without a meeting, a Holder is subject to the risk of being outvoted by a majority resolution of the Holders. As resolutions properly adopted are binding on all Holders, certain rights of such Holder against the Issuer under the Terms and Conditions may be amended or reduced or even cancelled. Holders' Representative If the Terms and Conditions of the Notes provide for the appointment of a Holders' Representative, it is possible that a Holder may be deprived of its individual right to pursue and enforce its rights under the Terms and Conditions against the Issuer, such right passing to the Holders' Representative who is then responsible to claim and enforce the rights of all Holders. Statutory Auditors Summary regarding Hypo Landesbank Vorarlberg PwC INTER-TREUHAND Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Erdbergstraße 200, 1030 Vienna, Republic of Austria ("PwC") has audited Hypo Landesbank Vorarlberg's consolidated financial statements since 2004, lastly for the fiscal years ending 31 December 2008 and 31 December 2009 (incorporated by reference in this Prospectus) and has issued an unqualified opinion thereon. PwC is, and at the time of auditing the Issuer's annual consolidated financial statements was, a member of the Austrian Chamber of Professional Accountants and Tax Advisors.
13 Since 1 January 2010 Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H., ("Ernst & Young") are Hypo Landesbank Vorarlberg's auditors. Ernst & Young is a member of Kammer der Wirtschaftstreuhänder. Legal Name, Registration, Date of Incorporation The Issuer's legal name is Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft, the commercial names are Hypo Vorarlberg or Hypo Landesbank Vorarlberg. Hypo Landesbank Vorarlberg was established by the Province of Vorarlberg in 1897 for an indefinite time. It is registered as a Stock Corporation (Aktiengesellschaft) at the Regional Court of Feldkirch, Republic of Austria, Registration Number FN 145586y, operating under the legislation of the Republic of Austria. The Company's headquarters and domicile are in Bregenz, Republic of Austria. The registered office is located at: Hypo-Passage 1 6900 Bregenz Republic of Austria Tel: +43 (0) 50 414 - 1000 www.hypovbg.at Information about the Issuer The Issuer is a medium-size Austrian regional bank that started its operations on 1 January 1899. In 1996 Hypo Landesbank Vorarlberg was transformed into a stock corporation. In 1998 the Austria Beteiligungsgesellschaft mbH (founded by the Landesbank Baden-Württemberg and Landeskreditbank Baden-Württemberg Förderbank) became a strategic partner and new shareholder of the Hypo Landesbank Vorarlberg (25% plus one vote). As a consequence Hypo Landesbank Vorarlberg now has a potent partner and a sphere of action of a major international bank. The Issuer defines itself as a universal regional bank. With a total balance sheet of EUR 13, 377.1 million as of 31 December 2009, the Issuer is the largest independent bank in Vorarlberg. It had a Cost Income Ratio of 47.13% as of 31 December 2009 and 47.88% as of 31 December 2008. It has 20 branches in Vorarlberg, additional branches in Vienna, Graz, Wels, Bolzano (I) , Treviso (I), Como (I), Bergamo (I) and St. Gallen (CH) and 719 employees. Business overview Principal Activities Hypo Landesbank Vorarlberg is a universal regional bank and in recent years has developed into an extensive financial services provider engaged in the Republic of Austria and in the neighbouring countries, operating as a "one-stop shop" for a considerable range of products for its size: a branch office in St. Gallen a competence centre for real estate - Hypo Immobilien GmbH, the insurance expert Hypo Versicherungsmakler GmbH, the leasing specialists Hypo SüdLeasing GmbH in Dornbirn and Hypo Vorarlberg Leasing AG in Bolzano and also the subsidiaries HYPO EQUITY Unternehmensbeteiligungen AG and HYPO EQUITY Management AG specialising in venture capital and equity financing. Main categories of products sold and/or services offered Leading corporate bank in Vorarlberg Corporate services represent an important pillar of the Issuer's activities. Being a universal bank, Hypo Landesbank Vorarlberg offers its corporate customers both traditional banking products and other bankrelated services such as leasing, real-estate services, and insurances through its subsidiaries. The range of financing portfolio products also includes equity financing as well as competent advice and support in connection with subsidy programmes and institutions. The lending volume to corporate customers as of 31 December 2009 for an amount of EUR 4,230.2 million (2008: 4,068.6 million) underscores the leading position of Hypo Landesbank Vorarlberg as a corporate bank. Significant increases in 2009 were also achieved outside Vorarlberg by the branch offices in Vienna, Graz, and Wels as well as in the adjacent area around Lake Constance in the Federal Republic of Germany and Switzerland.
Page 1 and 2: This document constitutes two base
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Page 9 and 10: 9 Summary The following constitutes
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[In the case of Notes other than Su
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65 Fiscal Agent: Deutsche Bank Akti
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69 newspaper having general circula
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71 B. TERMS AND CONDITIONS OF PFAND
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75 by the Calculation Agent shall (
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77 [In the case of Notes other than
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79 Fiscal Agent for cancellation. I
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81 PART II - ADDENDA TO THE BASIC T
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85 B. PFANDBRIEFE IN REGISTERED FOR
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89 Teil I - GRUNDBEDINGUNGEN A. ANL
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99 Wahl-Rückzahlungstag(e) (Call)
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103 § 9 KÜNDIGUNG (1) Kündigungs
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109 Bei jeder Tilgung oder Zahlung
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111 EURIBOR ist, einfügen: Tausend
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113 [Im Fall von anders Strukturier
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115 Ratenzahlungstermin(e) Rate(n)
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117 (2) Ankauf. Die Emittentin ist
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119 TEIL II - ZUSÄTZE ZU DEN GRUND
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121 dem diese Geschäftsbanken für
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123 B. NAMENSPFANDBRIEFE Die unten
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125 [§ 6 (DIE EMISSIONSSTELLE [,]
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127 DESCRIPTION OF RULES REGARDING
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129 In case of Notes listed on the
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� Notes without nominal amount (
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INTEREST (§ 3) ZINSEN (§ 3) � F
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Minimum and Maximum Rate of Interes
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139 Early Redemption at the Option
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141 Name and address of the Holders
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Eurosystem eligibility( 31 ) EZB-F
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[Einzelheiten hier einfügen] 145
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� Qualified and Non-qualified Inv
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149 Geld- und Briefkursen erwirtsch
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151 them if the resulting income ta
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153 Insofar as the Notes have not b
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157 Pfandbriefe Pfandbriefe are sta
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General 159 Selling Restrictions Ea
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161 made and will not make an offer
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Use of Proceeds 163 General Informa
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165 Documents on Display Following
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Barclays Bank PLC 5, The North Colo
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Vorarlberger Landes- und Hypothekenbank Aktiengesellschaft

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