Prospectus - Hypo Alpe-Adria-Bank AG

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[In the case of other stuctured Floating Rate Notes, set forth applicable provisions herein.] [In the case of Dual Currency Notes, set forth applicable provisions herein.] [in the case of Index Linked Notes, set forth applicable provisions herein.] [in the case of Instalment Notes, set forth applicable provisions herein.] §6 <strong>AG</strong>ENTS (1) Appointment; Specified Offices. The initial Fiscal Agent [,] [and] Paying Agent[s] [and the Calculation Agent] and their respective initial specified offices are: Fiscal Agent: Deutsche <strong>Bank</strong> Aktiengesellschaft Trust & Securities Services Grosse Gallusstrasse 10-14 D-60272 Frankfurt am Main Paying Agent[s]: Banque du Luxembourg S.A. 14, Boulevard Royal L-2449 Luxembourg [insert other Paying Agents and specified offices] [If the Fiscal Agent is to be appointed as Calculation Agent insert: The Fiscal Agent shall also act as Calculation Agent.] [If a Calculation Agent other than the Fiscal Agent is to be appointed insert: The Calculation Agent and its initial specified office shall be: Calculation Agent: [insert name and specified office]] The Fiscal Agent [,] [and] the Paying Agent[s][and the Calculation Agent] reserve the right at any time to change their respective specified offices to some other specified office in the same city. (2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or terminate the appointment of the Fiscal Agent or any Paying Agent [or the Calculation Agent] and to appoint another Fiscal Agent or additional or other Paying Agents [or another Calculation Agent]. The Issuer shall at all times maintain (i) a Fiscal Agent [in the case of Notes listed on a stock exchange insert: [,] [and] (ii) so long as the Notes are listed on the [name of Stock Exchange], a Paying Agent (which may be the Fiscal Agent) with a specified office in [location of Stock Exchange] and/or in such other place as may be required by the rules of such stock exchange] [in the case of payments in U. S. dollars insert: [,] [and] [(iii)] if payments at or through the offices of all Paying Agents outside the United States (as defined in § 4 hereof) become illegal or are effectively precluded because of the imposition of exchange controls or similar restrictions on the full payment or receipt of such amounts in United States dollars, a Paying Agent with a specified office in New York City] [if any Calculation Agent is to be appointed insert: and [(iv)] a Calculation Agent [if Calculation Agent is required to maintain a Specified Office in a Required Location insert: with a specified office located in [insert Required Location]]. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Holders in accordance with § [12]. (3) Agents of the Issuer. The Fiscal Agent[,] [and] the Paying Agent[s] [and the Calculation Agent] act solely as agents of the Issuer and do not have any obligations towards or relationship of agency or trust to any Holder. 70
§7 TAXATION All amounts payable in respect of the Notes shall be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by way of withholding or deduction at source by or on behalf of the Republic of Austria or any political subdivision or any authority thereof or therein having power to tax unless such withholding or deduction is required by law. In such event, the Issuer shall pay such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which: (a) are payable by any person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a deduction or withholding by the Issuer from payments of principal or interest made by it, or (b) are payable by reason of the Holder having, or having had, some personal or business connection with the Republic of Austria and not merely by reason of the fact that payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Republic of Austria (For avoidance of doubt the German “Zinsabschlagsteuer” (withholding tax/advanced income interest tax), the solidarity surcharge thereon, as well as the Austrian “Kapitalertragsteuer” (withholding tax/capital-yields tax), each as in effect at the time of the issue of the Notes, are regarded as a tax subject to this sub section (b) and with respect to which no additional amounts will be payable), or (c) are withheld or deducted by a Paying Agent from a payment if the payment could have been made by another Paying Agent without such withholding or deduction, or (d) are deducted or withheld pursuant to (i) any European Union Directive or Regulation concerning the taxation of interest income, or (ii) any international treaty or understanding relating to such taxation and to which the Republic of Austria or the European Union is a party, or (iii) any provision of law implementing, or complying with, or introduced to conform with, such Directive, Regulation, treaty or understanding, or (e) are payable by reason of a change in law that becomes effective more than 30 days after the relevant payment becomes due, or is duly provided for and notice thereof is published in accordance with § [12], whichever occurs later. §8 PRESENTATION PERIOD The presentation period provided in § 801 subparagraph 1, sentence 1 BGB (German Civil Code) is reduced to ten years for the Notes. [in the case of unsubordinated Notes insert: §9 EVENTS OF DEFAULT (1) Events of Default. Each Holder shall be entitled to declare his Notes due and demand immediate redemption thereof at the Early Redemption Amount (as described in § 5), together with accrued interest (if any) to the date of repayment, in the event that (a) the Issuer fails to pay principal or interest within 30 days from the relevant due date, or (b) the Issuer fails duly to perform any other obligation arising from the Notes which failure is not capable of remedy or, if such failure is capable of remedy, such failure continues for more than 45 days after the Issuer through the Fiscal Agent has received provable notice thereof from a Holder, or (c) any Capital Markets Indebtedness exceeding euro 5,000,000 of the Issuer becomes prematurely payable as a result of a default in respect of the terms thereof or any such Capital Markets Indebtedness is not paid when due giving regard to any grace period or any guarantee or other indem- 71
Page 1 and 2:
This document constitutes two base
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description of the restrictions app
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Business and Development Hypo Alpe-
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Aktiengesellschaft (“OeKB”), Cl
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Summary The following constitutes t
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lic guarantees also fade out by 1 A
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Legal Name, Registration, Date of I
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The members of the Supervisory Boar
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Fixed Rate Notes Fixed Rate Notes b
Page 19 and 20: Redemption The applicable Final Ter
Page 21 and 22: German Translation of the Summary D
Page 23 and 24: Gesamtschuldner, falls die Verpflic
Page 25 and 26: Abschlussprüfer Zusammenfassung de
Page 27 and 28: Consultants Die Hypo Alpe-Adria-Con
Page 29 and 30: für die Emittentin oder die releva
Page 31 and 32: Schuldverschreibungen mit indexabh
Page 33 and 34: Status der Schuldverschreibungen Ni
Page 35 and 36: A-1+ (Short-term issue credit ratin
Page 37 and 38: A change in the value of any curren
Page 39 and 40: Subordinated Notes The obligations
Page 41 and 42: The current representatives of the
Page 43 and 44: The members of the Supervisory Boar
Page 45 and 46: 31.12.2004 previous year EQUITYAND
Page 47 and 48: INCOME STATEMENT (AUDITED) OF HYPO
Page 49 and 50: Auditing of Historical Annual Finan
Page 51 and 52: agreements EUR 146 m and equity iss
Page 53 and 54: Italy Originally specialised in lea
Page 55 and 56: The project companies established i
Page 57 and 58: Business and Development Liechtenst
Page 59 and 60: Terms and Conditions of the Notes E
Page 61 and 62: [In the case of unsubordinated Note
Page 63 and 64: “Interest Period” means each pe
Page 65 and 66: the expiry of the day preceding the
Page 67 and 68: other than taxation reasons insert:
Page 69: [If the Notes are subject to Early
Page 73 and 74: (a) in § 7 and § 5(2) an alternat
Page 75 and 76: B. TERMS AND CONDITIONS OF PFANDBRI
Page 77 and 78: “Interest Determination Date” m
Page 79 and 80: [In the case of Zero Coupon Notes i
Page 81 and 82: [(1)] Redemption at Maturity. §5 R
Page 83 and 84: §8 PRESCRIPTION, PRECLUSION (1) In
Page 85 and 86: PART II - ADDENDA TO THE BASIC TERM
Page 87 and 88: [§ 6 (AGENTS) to be replaced in it
Page 89 and 90: B. PFANDBRIEFE IN REGISTERED FORM T
Page 91 and 92: Fiscal Agent: Deutsche Bank Aktieng
Page 93 and 94: Teil I - GRUNDBEDINGUNGEN A. EMISSI
Page 95 and 96: den Zeitraum vom [den letzten dem F
Page 97 and 98: etreffende Zinsperiode, den bzw. di
Page 99 and 100: [Falls Actual/Actual (ISDA) anwendb
Page 101 and 102: [Im Fall von Raten-Schuldverschreib
Page 103 and 104: onsstelle während der normalen Ges
Page 105 and 106: (b) wegen einer gegenwärtigen oder
Page 107 and 108: §[11] BEGEBUNG WEITERER SCHULDVERS
Page 109 and 110: B. EMISSIONSBEDINGUNGEN FÜR AUF DE
Page 111 and 112: (2) Zinssatz. [Bei Bildschirmfestst
Page 113 and 114: die Börse verlangen, baldmöglichs
Page 115 and 116: Zahltag am jeweiligen Geschäftsort
Page 117 and 118: Die Emissionsstelle[,] [und] [die Z
Page 119 and 120: Emittentin Partei sind, seine Recht
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ten oder, auf Wunsch des einreichen
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Gläubiger hierüber gemäß § [12
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Abtretungserklärung angegeben, auf
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pflichtungen gegenüber dem Gläubi
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Part I.: Terms and Conditions Teil
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CURRENCY, DENOMINATION, FORM, CERTA
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INTEREST (§ 3) ZINSEN (§ 3) r Fix
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ISDA Determination ( 13 ) [specify
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Instalment Date(s) [ ] Ratenzahlung
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Other (specify) [ ] Sonstige (angeb
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Estimated total expenses of the iss
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Details Relating to the Performance
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Listing(s) [Yes/No] Börsenzulassun
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Taxation The following is a general
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The following is a summary descript
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(ii) Investors subject to limited t
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vant payments of interest or simila
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• The aggregate interest yield on
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Terms used in the above paragraph h
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or any other offering material rela
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Fiscal Agency Agreement dated 30 Se
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Bayerische Hypo- und Vereinsbank AG
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Prospectus - Hypo Alpe-Adria-Bank AG

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